Annual report pursuant to Section 13 and 15(d)

Acquisitions and Investments in Joint Ventures

v3.22.2.2
Acquisitions and Investments in Joint Ventures
 12 Months Ended
Sep. 24, 2022
Business Combination and Asset Acquisition [Abstract]  
Acquisitions and Investments in Joint Ventures Acquisitions and Investments in Joint Ventures
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.

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 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 approximately $4.1 million was allocated to identified intangible assets and approximately $10.9 million was included in goodwill in the Company's consolidated balance sheet as of September 25, 2021. 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 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
The finalization of the allocation of the purchase price to the fair value of the tangible assets, intangible assets and liabilities acquired was finalized in the second quarter of fiscal 2022.
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 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
The finalization of the allocation of the purchase price to the fair value of the tangible assets, intangible assets and liabilities acquired was finalized in the fourth quarter of fiscal 2022.
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.
Investments
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. 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.