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Acquisitions and Investments in Joint Ventures | 12 Months Ended
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Sep. 28, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Acquisitions and Investments in Joint Ventures | Acquisitions and Investments in Joint Ventures Fiscal 2024 On November 3, 2023, the Company acquired TDBBS, LLC (“TDBBS”), a provider of premium natural dog chews and treats for approximately $60 million. The addition of TDBBS expands Central’s portfolio with bully and collagen sticks, bones and jerky, adds scale to its dog and cat business and enhances Central’s eCommerce and direct-to-consumer capabilities. The purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $45 million, of which $23 million was allocated to identified intangible assets and approximately $5 million was included in goodwill in the Company's consolidated balance sheet as of September 28, 2024. Financial results of TDBBS 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 | $ | 21,831 |  |  | $ | 1,137 |  |  | $ | 22,968 |
Fixed assets | 2,369 |  |  | — |  |  | 2,369 |
Goodwill | — |  |  | 4,925 |  |  | 4,925 |
Other assets | 44,891 |  |  | (44,891) |  |  | — |
Operating lease right-of-use assets | 3,956 |  |  | — |  |  | 3,956 |
Deferred tax assets | — |  |  | 15,859 |  |  | 15,859 |
Other intangible assets, net | — |  |  | 22,970 |  |  | 22,970 |
Current liabilities | (9,094) |  |  | — |  |  | (9,094) |
Long-term lease liabilities | (3,727) |  |  | — |  |  | (3,727) |
Net assets acquired, less cash and cash equivalents | $ | 60,226 |  |  | $ | — |  |  | $ | 60,226 |
(1) As previously reported in the Company's Form 10-Q for the period ended June 29, 2024. The impact to the consolidated statement of operations associated with the finalization of purchase accounting and true-up of intangible assets for TDBBS was immaterial. Proforma financial information has not been presented as the TDBBS acquisition was not considered material to the Company's overall consolidated financial statements during the periods presented. Fiscal 2023 The Company did not make any acquisitions in fiscal 2023. Divestiture Sale of Garden Segment Independent Distribution Business In the fourth quarter of fiscal 2023, the Company sold their independent garden center distribution business for approximately $20 million for inventory and the related customer data. Associated with the sale, the Company is closing one facility and part of another facility due to excess space previously dedicated to serving the independent garden channel. As a result of these closures, the Company recorded a gain of $5.8 million which is net of the inventory sold, inventory transport costs and the associated facility closure costs, including severance. The gain was recorded as part of selling, general and administrative expenses. Fiscal 2022 The Company did not make any acquisitions in fiscal 2022. During the second quarter and fourth quarter of fiscal 2022, the Company finalized the allocation of the purchase price to the fair values of the tangible assets, intangible assets and liabilities acquired for its acquisitions of Green Garden Products and D&D Commodities Limited, respectively. 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 purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $487 million, of which $393 million was allocated to identified intangible assets and approximately $143 million was included in goodwill in the Company's consolidated balance sheet as of September 24, 2022. The financial results of Green Garden Products 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 | $ | 118,421 |  |  | $ | 31,826 |  |  | $ | 150,247 |
Fixed assets | 2,340 |  |  | — |  |  | 2,340 |
Goodwill | — |  |  | 142,582 |  |  | 142,582 |
Other intangible assets, net | — |  |  | 392,929 |  |  | 392,929 |
Other assets | 487,420 |  |  | (487,259) |  |  | 161 |
Operating lease right-of-use assets | 14,577 |  |  | — |  |  | 14,577 |
Current liabilities | (26,507) |  |  | — |  |  | (26,507) |
Long-term lease liabilities | (10,912) |  |  | — |  |  | (10,912) |
Deferred income taxes and other long-term obligations | (14,829) |  |  | (80,078) |  |  | (94,907) |
Net assets acquired, less cash and cash equivalents | $ | 570,510 |  |  | $ | — |  |  | $ | 570,510 |
(1) As previously reported in the Company's Form 10-K for the fiscal year ended September 25, 2021. The impact to the consolidated statement of operations associated with the finalization of purchase accounting and true-up of intangible asset amortization for Green Garden Products was immaterial. 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 purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $99 million, of which $64 million was allocated to identified intangible assets and approximately $34 million was included in goodwill in the Company's consolidated balance sheet as of September 24, 2022. The financial results of D&D have been included in the results of operations within the Garden segment since the date of acquisition.
| 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 | $ | 17,183 |  |  | $ | 465 |  |  | $ | 17,648 |
Fixed assets | 6,907 |  |  | 1,823 |  |  | 8,730 |
Goodwill | — |  |  | 34,463 |  |  | 34,463 |
Other assets | 101,218 |  |  | (101,051) |  |  | 167 |
Other intangible assets, net | — |  |  | 64,300 |  |  | 64,300 |
Current liabilities | (7,183) |  |  | — |  |  | (7,183) |
Long-term debt | (30,000) |  |  | — |  |  | (30,000) |
Net assets acquired, less cash and cash equivalents | $ | 88,125 |  |  | $ | — |  |  | $ | 88,125 |
(1) As previously reported in the Company's Form 10-K for the fiscal year ended September 25, 2021. The impact to the consolidated statement of operations associated with the finalization of purchase accounting and true-up of intangible asset amortization for D&D was immaterial. The Company expects all the goodwill from its acquisition of D&D Commodities Limited to be deductible for tax purposes. Investments During fiscal year 2024, the Company recorded an investment impairment totaling $7.5 million for two related private company investments. During fiscal 2023, the Company converted a SAFE note totaling $0.9 million into shares, acquiring a 6% interest, which is accounted for in accordance with ASC 321. During fiscal 2022, the Company made investments totaling $26.1 million, maintaining its 7% interest in a venture and acquiring a 10% interest in another venture, both of which are accounted for in accordance with ASC 321.

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