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BUSINESS ACQUISITIONS & DIVESTITURES | 12 Months Ended
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Mar. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
BUSINESS ACQUISITIONS & DIVESTITURES | BUSINESS ACQUISITIONS & DIVESTITURES Fiscal 2025 Acquisitions and divestitures The Company completed four acquisitions during fiscal year 2025, accounted for as business combinations. The results of the acquired businesses are included in the Company’s condensed consolidated financial statements from their respective acquisition dates. The allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill and if the fair value of assets acquired and liabilities assumed exceeds the purchase consideration a gain on bargain purchase was recognized. Pro-forma results of operations have not been presented because the effects were not material to the Company’s condensed consolidated financial results for all periods presented. Additional information, which existed as of the acquisition date, may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the date of acquisition. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill or gain on bargain purchase during the respective measurement periods. Acquisition of Crown Technical Systems ("Crown") On November 19, 2024, the Company completed the business acquisition of 100% ownership of Crown, a U.S. leader in critical power solutions for a total estimated purchase consideration of $319 million, including cash of $313 million and a $6 million estimate of customary closing adjustments. The acquisition adds complementary capabilities to our existing portfolio in the United States, primarily strengthening our industrial power solutions. Crown is included in the Industrial reporting unit within the FRS segment. The following represents the Company's preliminary allocation of the total purchase price to the acquired assets and liabilities of Crown (in millions):
Current Assets: |
Cash | $ | 5 |
Accounts receivable | 23 |
Inventory | 10 |
Other current assets | 2 |
Total current assets | 40 |
Property and equipment | 1 |
Operating lease right-of-use assets | 7 |
Intangible assets | 128 |
Goodwill | 170 |
Total assets | $ | 346 |
Current liabilities: |
Accounts payable | $ | 4 |
Accrued liabilities & other current liabilities | 17 |
Total current liabilities | 21 |
Operating lease liabilities, non-current | 6 |
Total aggregate purchase price | $ | 319 |
The intangible assets of $128 million are comprised of customer related intangible assets of $83 million and licenses and other intangible assets such as trade names and patented technology of $45 million. Customer related assets will be amortized over a weighted-average estimated useful life of 12.6 years while licenses and other intangibles will be amortized over a weighted-average estimated useful life of 10.0 years. Acquisition of JetCool Technologies Inc. ("JetCool") On November 14, 2024, the Company acquired 100% ownership of JetCool, a provider of liquid cooling solutions tailored for the data center market, for approximately $43 million in cash, a deemed settled pre-existing loan from Flex of approximately $5 million, and $5 million of contingent consideration for a total estimated purchase price of $53 million. JetCool is included in the Communications, Enterprise and Cloud reporting unit within the FAS segment. The following represents the Company's preliminary allocation of the total purchase price to the acquired assets and liabilities of JetCool (in millions):
Current Assets: |
Cash | $ | 4 |
Inventory | 1 |
Total current assets | 5 |
Property and equipment | 1 |
Operating lease right-of-use assets | 2 |
Intangible assets | 21 |
Goodwill | 31 |
Total assets | $ | 60 |
Operating lease liabilities | $ | 2 |
Deferred tax liability | 5 |
Total aggregate purchase price | $ | 53 |
Intangible assets of $21 million relate to developed technology and will be amortized over a weighted-average estimated useful life of 6.5 years. Acquisition of Orangeburg Manufacturing Facility ("Orangeburg") On February 4, 2025, the Company acquired the U.S. manufacturing operations of the Forest & Garden division of Husqvarna, a leading global producer of outdoor power products. Under the agreement, the Company assumed operation of Husqvarna’s Orangeburg, South Carolina, facility to support Husqvarna’s U.S. manufacturing requirements. The total estimated purchase consideration was $78 million, including $57 million in cash and $21 million in deferred consideration, to be paid $8 million in fiscal year 2026, $5 million in fiscal year 2027, $4 million in fiscal year 2028 and $4 million in fiscal year 2029. Additionally, the Company recognized a gain on bargain purchase of $19 million in other charges (income) on the consolidated statements of operations during fiscal year 2 025. The gain on bargain purchase reflects the seller’s strategic decision to prioritize its partnership with Flex as a manufacturing partner. The acquired business is included in the Lifestyle reporting unit within the FAS segment. The following represents the Company's preliminary allocation of the total purchase price to the acquired assets and liabilities of the business (in millions):
Current Assets: |
Inventory | $ | 32 |
Total current assets | 32 |
Property and equipment | 57 |
Intangible assets | 15 |
Total assets | $ | 104 |
Deferred tax liability | $ | 7 |
Net assets acquired | $ | 97 |
Gain on Bargain Purchase | $ | (19) |
Total aggregate purchase price | $ | 78 |
Intangible assets of $15 million relate to customer relationships and will be amortized over a weighted-average estimated useful life of 5 years. Other Acquisition In May 2024, the Company completed the acquisition of a business that was not material to the Company's consolidated financial position, results of operations, or cash flows. The acquisition expands the Company’s service offerings across multiple markets and supports sustainability initiatives through second-life products. $8 million of goodwill was recognized in connection with this transaction, as of March 31, 2025. Divestiture During the fiscal year ended March 31, 2025, the Company disposed of one of its European sites. The property and equipment and various other assets sold and liabilities transferred were not material to the Company's consolidated financial results. The net loss on disposition of $6 million was recorded in other charges (income), net in the consolidated statements of operations for fiscal year 2025. Fiscal 2024 Divestitures During the fiscal year ended March 31, 2024, the Company completed the spin-off of Nextracker. See note 7 - "Discontinued Operations" for additional information. In addition, the Company disposed of a non-strategic business within the FRS segment and received proceeds of approximately $14 million. The property and equipment and various other assets sold and liabilities transferred were not material to the Company's consolidated financial results. The net loss on dispositions was not material to the Company’s consolidated financial results, and was included in other charges (income), net in the consolidated statements of operations for fiscal year 2024. Fiscal 2023 Divestitures During the fiscal year ended March 31, 2023, the Company disposed of a non-strategic business within the FRS segment and received approximately $4 million of proceeds. The property and equipment and various other assets sold and liabilities transferred were not material to the Company's consolidated financial results. The net gain on dispositions was not material to the Company’s consolidated financial results, and was included in other charges (income), net in the consolidated statements of operations for the fiscal year 2023.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent + Details
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