XML 26 R9.htm IDEA: XBRL DOCUMENT
v3.21.2

Acquisitions and Investments in Joint Ventures | 12 Months Ended
--- | ---
Sep. 25, 2021
Business Combination and Asset Acquisition [Abstract] |
Acquisitions and Investments in Joint Ventures | Acquisitions and Investments in Joint Ventures Fiscal 2021 DoMyOwn On December 18, 2020, the Company acquired DoMyOwn, a leading online retailer of professional-grade control products, for approximately $81 million. The acquisition strengthens the Company's position in the control products category and adds a leading online platform for eCommerce fulfillment and digital capabilities. The purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $80.4 million, of which $11.9 million was allocated to identified intangible assets and approximately $68.5 million was included in goodwill in the Company’s consolidated balance sheet as of September 25,2021. Financial results of DoMyOwn have been included in the results of operations within the Garden segment since the date of acquisition. The following table summarizes the purchase price and recording of fair values of the assets acquired and liabilities assumed as of the acquisition date and subsequent adjustments.
| Amounts Previously Recognized as of Acquisition Date (1) |  | Measurement Period Adjustments |  | Amounts Recognized as of Acquisition Date (as Adjusted)
| (in thousands)
Current assets, net of cash and cash equivalents acquired | $ | 3,922 |  |  | $ | — |  |  | $ | 3,922 |
Fixed assets | 3,047 |  |  | — |  |  | 3,047 |
Goodwill | — |  |  | 68,512 |  |  | 68,512 |
Other assets | 80,412 |  |  | (80,412) |  |  | — |
Other intangible assets, net | — |  |  | 11,900 |  |  | 11,900 |
Current liabilities | (6,446) |  |  | — |  |  | (6,446) |
Net assets acquired, less cash and cash equivalents | $ | 80,935 |  |  | $ | — |  |  | $ | 80,935 |
(1) As previously reported in the Company's Form 10-Q for the period ended June 26, 2021. The impact to the consolidated statement of operations associated with the finalization of purchase accounting and true-up of intangible assets for DoMyOwn was immaterial. Hopewell Nursery On December 31, 2020, the Company purchased substantially all of the assets of Hopewell Nursery, a leading live goods wholesale grower serving retail nurseries, landscape contractors, wholesalers and garden centers across the Northeast, for approximately $81 million. The purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $15 million, of which $4.1 million was allocated to identified intangible assets and $10.9 million was included in goodwill in the Company's consolidated balance sheet as of September 25, 2021. The addition of Hopewell Nursery to the Central portfolio strengthens the Company's position as a leading live goods provider in the garden category. Financial results of Hopewell Nursery have been included in the results of operations within the Garden segment since the date of acquisition. The following table summarizes the purchase price and recording of fair values of the assets acquired and liabilities assumed as of the acquisition date and subsequent adjustments.
| Amounts Previously Recognized as of Acquisition Date (1) |  | Measurement Period Adjustments |  | Amounts Recognized as of Acquisition Date (as Adjusted)
| (in thousands)
Current assets, net of cash and cash equivalents acquired | $ | 39,046 |  |  | $ | 3,742 |  |  | $ | 42,788 |
Fixed assets | 31,940 |  |  | (326) |  |  | 31,614 |
Goodwill | — |  |  | 10,924 |  |  | 10,924 |
Other assets | 18,470 |  |  | (18,470) |  |  | — |
Other intangible assets, net | — |  |  | 4,130 |  |  | 4,130 |
Current liabilities | (6,767) |  |  | — |  |  | (6,767) |
Other long-term liabilities | (1,301) |  |  | — |  |  | (1,301) |
Net assets acquired, less cash and cash equivalents | $ | 81,388 |  |  | $ | — |  |  | $ | 81,388 |
(1) As previously reported in the Company's Form 10-Q for the period ended June 26, 2021. The impact to the consolidated statement of operations associated with the finalization of purchase accounting and true-up of intangible assets for Hopewell Nursery was immaterial. Proforma financial information has not been presented as the DoMyOwn and Hopewell Nursery acquisitions were not considered material to the Company's overall consolidated financial statements during the periods presented. The Company expects all the goodwill from both of the acquisitions above to be deductible for tax purposes. Green Garden Products On February 11, 2021, the Company acquired Flora Parent, Inc. and its subsidiaries ("Green Garden Products"), a leading provider of vegetable, herb and flower seed packets, seed starters and plant nutrients in North America, for approximately $571 million. The Company borrowed approximately $180 million under its credit facility to partially finance the acquisition. The Company has not yet finalized the allocation of the purchase price to the fair value of the tangible assets, intangible assets and liabilities acquired. Approximately $487 million of the purchase price remains unallocated. Deferred taxes associated with the intangible assets acquired will be finalized upon completion of the purchase accounting. The addition of Green Garden Products expands the Company's portfolio into an adjacent garden category. The financial results of Green Garden have been included in the results of operations within the Garden segment since the date of acquisition. For the fiscal year ended September 25, 2021, net sales and net income related to Green Garden Products were approximately $122.4 million and $1.6 million, respectively. The following unaudited pro forma financial information summarizes the combined results of operations for Central and Green Garden Products as if the companies were combined as of the beginning of fiscal year 2020.
|  |  | Fiscal Year Ended
|  |  | September 25, 2021 | September 26, 2020
|  | in thousands except per share amounts
Net sales |  |  | $ | 3,357,977 |  | $ | 2,850,678 |
Net income attributable to Central Garden & Pet Company |  |  | $ | 175,508 |  | $ | 146,277 |
Diluted net income per share attributable to Central Garden & Pet Company |  |  | $ | 3.18 |  | $ | 2.67 |
This pro forma information is based on historical results of operations, adjusted for the preliminary estimated allocation of the purchase price and other acquisition adjustments. This pro forma information is not necessarily indicative of what the results of the Company would have been had it operated the business since the beginning of the periods presented. The pro forma adjustments reflect the income statement effects of the elimination of intercompany sales and profit, amortization of intangible assets related to the fair value adjustments of the assets acquired, elimination of interest expense on Green Garden Products debt that was paid off at the time of acquisition, incremental interest expense directly resulting from the acquisition and the related tax effects. D&D Commodities Limited On June 30, 2021, the Company purchased D&D Commodities, Ltd. ("D&D"), a provider of high-quality, premium bird feed, for approximately $88 million in cash and the assumption of approximately $30 million of long-term debt. Subsequent to the acquisition, $30 million of cash was used to eliminate the acquired long-term debt. The Company has not yet finalized the allocation of the purchase price to the fair value of the tangible assets, intangible assets and liabilities acquired. Approximately $101 million of the purchase price remains unallocated. Deferred taxes associated with the intangible assets acquired will be finalized upon completion of the purchase accounting. The addition of D&D will expand Central's portfolio in the bird feed category and is expected to deepen the Company's relationship with major retailers. The financial results of D&D have been included in the results of operations within the Garden segment since the date of acquisition. The Company includes the unallocated purchase price for acquisitions in other assets on its consolidated balance sheet. Divestiture Breeder's Choice In December 2020, the Company completed the sale of certain assets of its Breeder's Choice business unit. Prior to the sale of Breeder's Choice assets, the Company recognized the financial results of the business unit in its Pet segment. The Company received cash proceeds of $2.4 million and sold approximately $4.7 million of current and long-term net assets. The Company recognized a loss on the sale of the Breeder's Choice business unit of approximately $2.6 million during the three months ended December 26, 2020 as part of selling, general and administrative expenses in the Company's condensed consolidated statement of operations. Fiscal 2020 The Company did not make any acquisitions in fiscal 2020. The Company finalized the allocation of the purchase price to the fair value of the tangible assets, intangible assets and liabilities acquired in conjunction with its purchase of C&S Products in its first fiscal quarter of 2020. See below for the purchase price allocation. Fiscal 2019 C&S Products In May 2019, the Company purchased C&S Products, a manufacturer of suet and other wild bird feed products, to complement our existing wild bird feed business for approximately $30.0 million. Subsequent to the acquisition, approximately $4.7 million of cash was used to eliminate the acquired long-term debt. The financial results of C&S Products have been included in the results of operations within the Pet segment since the date of acquisition. The following table summarizes the purchase price and recording of fair values of the assets acquired and liabilities assumed as of the acquisition date and subsequent adjustments.
| Amounts Previously Recognized as of Acquisition Date (1) |  | Measurement Period Adjustments |  | Amounts Recognized as of Acquisition Date (as Adjusted)
| (in thousands)
Current assets, net of cash and cash equivalents acquired | $ | 9,794 |  |  | $ | 441 |  |  | $ | 10,235 |
Fixed assets | 23,743 |  |  | (3,786) |  |  | 19,957 |
Goodwill | — |  |  | 3,878 |  |  | 3,878 |
Other assets | 5,081 |  |  | (3,242) |  |  | 1,839 |
Other intangible assets, net | — |  |  | 2,810 |  |  | 2,810 |
Current liabilities | (2,137) |  |  | — |  |  | (2,137) |
Long-term obligations | (6,457) |  |  | (101) |  |  | (6,558) |
Net assets acquired, less cash and cash equivalents | $ | 30,024 |  |  | $ | — |  |  | $ | 30,024 |
(1) As previously reported in the Company's Form 10-Q for the period ended December 28, 2019. The impact to the consolidated statement of operations associated with the finalization of purchase accounting and true-up of intangible assets for C&S Products during the quarter ended December 28, 2019 was immaterial. Arden Companies In February 2019, the Company purchased the remaining 55% interest in Arden Companies, a manufacturer of outdoor cushions and pillows, for $13.4 million. Accordingly, the Company remeasured its previously held investment at its acquisition-date fair value and recorded a gain of approximately $3.2 million as part of selling, general and administrative expenses in the Company's consolidated statements of operations. The purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $15.8 million, of which $10.9 million was allocated to identified intangible assets and approximately $4.9 million was included in goodwill in the Company's consolidated balance sheet as of September 28, 2019. Subsequent to the acquisition, approximately $36 million of cash was used to eliminate most of the acquired long-term debt. Financial results of Arden have been included in the results of operations within the Garden segment since the date of acquisition of the remaining 55% interest. The following table summarizes the purchase price and recording of fair values of the assets acquired and liabilities assumed as of the acquisition date and subsequent adjustments.
| Amounts Previously Recognized as of Acquisition Date (1) |  | Measurement Period Adjustments |  | Amounts Recognized as of Acquisition Date (as Adjusted)
| (in thousands)
Current assets, net of cash and cash equivalents acquired | $ | 51,211 |  |  | $ | 1,540 |  |  | $ | 52,751 |
Fixed assets | 6,311 |  |  | 5,376 |  |  | 11,687 |
Other Assets | 14,868 |  |  | (14,868) |  |  | — |
Goodwill | — |  |  | 4,900 |  |  | 4,900 |
Intangible assets | — |  |  | 10,930 |  |  | 10,930 |
Current liabilities | (19,853) |  |  | — |  |  | (19,853) |
Short-term debt | (22,000) |  |  | — |  |  | (22,000) |
Long-term debt | (19,400) |  |  | — |  |  | (19,400) |
Fair value of the Company's initial investment | — |  |  | (7,878) |  |  | (7,878) |
Net assets acquired, less cash and cash equivalents | $ | 11,137 |  |  | $ | — |  |  | $ | 11,137 |
(1) As previously reported in the Company's Form 10-Q for the periods ended March 30, 2019 and June 29, 2019. The Company expects all the goodwill from the acquisition above to be deductible for tax purposes. The impact to the consolidated statement of operations associated with the finalization of purchase accounting and true-up of intangible assets for Arden Companies was immaterial. Proforma financial information has not been presented as the C&S Products and Arden Companies acquisitions were not considered material to the Company's overall consolidated financial statements during the periods presented. Investments During fiscal 2021, the Company made an investment of $0.5 million for a 3% ownership interest in one venture, which is accounted for in accordance with ASC 321. During fiscal 2020, the Company made investments ranging from an additional 3% to 30%, totaling $4.4 million, in two ventures, which are accounted for in accordance with ASC 321. During fiscal 2019, the Company made investments up to 7%, totaling $2.0 million, in two ventures, which are accounted for in accordance with ASC 321.

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration