Annual report pursuant to Section 13 and 15(d)

Acquisitions and Investments in Joint Ventures

v3.3.1.900
Acquisitions and Investments in Joint Ventures
 12 Months Ended
Sep. 26, 2015
Business Combinations [Abstract]  
Acquisitions and Investments in Joint Ventures

4. Acquisitions and Investments in Joint Ventures

Fiscal 2015

Purishield LLC and Ceregenin LLC

On December 30, 2014, the Company invested $16.0 million in cash for a 50% interest in two newly formed entities. The two entities own rights to commercialize products which incorporate features covered by certain patents, technology and associated intellectual property rights in the fields of animal health and pesticide applications. The investment is being accounted for under the equity method of accounting and is not expected to contribute to earnings in the near future.

IMS Trading Corp

On July 31, 2015, the Company purchased substantially all of the assets of IMS Trading Corp. for a purchase price of approximately $23 million. IMS Trading Corp was a manufacturer, importer and distributor of rawhide, natural dog treats and pet products throughout the United States and internationally. The purchase price exceeded the fair value of the net tangible assets acquired by approximately $4.9 million, which is included in deferred taxes and other assets in our consolidated balance sheets as of September 26, 2015, as the Company has not yet finalized the allocation of the purchase price to the fair value of the intangible assets acquired. This acquisition is expected to complement the Company’s existing dog and cat business.

Fiscal 2014

Envincio LLC

On April 1, 2014, the Company purchased certain assets of Envincio LLC, including brands, EPA registrations, inventory and trade receivables, for approximately $20.3 million. The purchase price exceeded the fair value of the net tangible and intangible assets acquired by approximately $3.3 million, which is recorded in goodwill. Financial results for Envincio have been included in the results of operations within the Pet segment since the date of acquisition. This acquisition is expected to enable the Company to be a key supplier and product innovator in the growing natural insecticides product market, often characterized as EPA-exempt products, and expand its offerings in traditional pesticides.

The following table summarizes the recording of the fair values of the assets acquired and liabilities assumed as of the acquisition date and subsequent adjustments:

 

(In thousands)

    Amounts
Previously
Recognized as of
Acquisition
Date (1) 		    Measurement
Period
Adjustments 		    Amounts
Recognized as  of
Acquisition Date
(as Adjusted) 		 

Current assets, net of cash and cash equivalents acquired

    $ 6,650      $ 0      $ 6,650   

Fixed assets

      20        0        20   

Goodwill

      2,477        856        3,333   

Intangible assets

      12,306        (856 )      11,450   

Current liabilities

      (1,170 )      0        (1,170 ) 
  

 

 

    

 

 

    

 

 

  

Net assets acquired, less cash and cash equivalents

    $ 20,283      $ 0      $ 20,283   
  

 

 

    

 

 

    

 

 

  

 

(1) As previously reported in the Company’s Form 10-K for the period ended September 27, 2014.

 

During fiscal 2015, the fair value measurements of assets acquired and liabilities assumed of Envincio LLC as of the acquisition date were finalized. This refinement did not have a significant impact on the Company’s condensed consolidated statements of operations, balance sheets or cash flows in any period and, therefore, the Company has not retrospectively adjusted its financial statements.

Fiscal 2013

In December 2012, the Company acquired the remaining majority interest in FourStar Microbial Products, LLC (Four Star Microbial) for approximately $4.8 million in cash and approximately $4.2 million of contingent future performance-based payments. The purchase price exceeded the estimated fair value of the tangible and intangible assets acquired by $3.2 million, which was recorded as goodwill. The operating results of FourStar Microbial had no material impact on the consolidated financial statements. In the future, the Company expects the acquisition will enhance its capability to service professional providers of mosquito abatement.