Cover Page
Cover Page - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Nov. 15, 2019 | Mar. 30, 2019 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Sep. 28, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 1-33268 | ||
Entity Registrant Name | CENTRAL GARDEN & PET CO | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0000887733 | ||
Current Fiscal Year End Date | --09-28 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 68-0275553 | ||
Entity Address, Address Line One | 1340 Treat Boulevard | ||
Entity Address, Address Line Two | Suite 600 | ||
Entity Address, City or Town | Walnut Creek | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94597 | ||
City Area Code | 925 | ||
Local Phone Number | 948-4000 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Documents Incorporated by Reference | Definitive Proxy Statement for the Company’s 2020 Annual Meeting of Stockholders – Part III of this Form 10-K | ||
Common stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | CENT | ||
Security Exchange Name | NASDAQ | ||
Entity Public Float | $ 265,300 | ||
Entity Common Stock, Shares Outstanding | 11,537,862 | ||
Class A common stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A Common Stock | ||
Trading Symbol | CENTA | ||
Security Exchange Name | NASDAQ | ||
Entity Public Float | 971,000 | ||
Entity Common Stock, Shares Outstanding | 42,744,831 | ||
Class B stock | |||
Document Information [Line Items] | |||
Entity Public Float | $ 160,000 | ||
Entity Common Stock, Shares Outstanding | 1,652,262 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 28, 2019 | Sep. 29, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 497,749 | $ 482,106 |
Restricted cash | 12,952 | 10,899 |
Accounts receivable, net | 300,135 | 275,908 |
Inventories, net | 466,197 | 427,823 |
Prepaid expenses and other | 30,160 | 20,562 |
Total current assets | 1,307,193 | 1,217,298 |
Plant, property and equipment, net | 245,405 | 217,647 |
Goodwill | 286,077 | 281,177 |
Other intangible assets, net | 146,137 | 152,265 |
Other assets | 40,208 | 38,822 |
Total | 2,025,020 | 1,907,209 |
Current liabilities: | ||
Accounts payable | 149,246 | 110,259 |
Accrued expenses | 129,166 | 102,583 |
Current portion of long-term debt | 113 | 122 |
Total current liabilities | 278,525 | 212,964 |
Long-term debt | 693,037 | 692,031 |
Deferred income taxes and other long-term obligations | 57,281 | 49,380 |
Commitments and contingencies (Note 11) | ||
Equity: | ||
Additional paid-in capital | 575,380 | 590,168 |
Retained earnings | 421,742 | 362,923 |
Accumulated other comprehensive loss | (1,676) | (1,218) |
Total Central Garden & Pet shareholders’ equity | 996,007 | 952,449 |
Noncontrolling interest | 170 | 385 |
Total equity | 996,177 | 952,834 |
Total | 2,025,020 | 1,907,209 |
Common stock | ||
Equity: | ||
Common stock | 115 | 121 |
Class A common stock | ||
Equity: | ||
Common stock | 430 | 439 |
Class B stock | ||
Equity: | ||
Common stock | $ 16 | $ 16 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | |||||||||||
Net sales | $ 540,744 | $ 706,575 | $ 673,701 | $ 461,990 | $ 502,314 | $ 657,943 | $ 613,094 | $ 442,011 | $ 2,383,010 | $ 2,215,362 | $ 2,054,478 |
Cost of goods sold and occupancy | 1,678,969 | 1,539,986 | 1,421,670 | ||||||||
Gross profit | 148,524 | 219,284 | 206,051 | 130,182 | 147,018 | 202,064 | 194,457 | 131,837 | 704,041 | 675,376 | 632,808 |
Selling, general and administrative expenses | 551,973 | 508,040 | 476,696 | ||||||||
Operating income | 152,068 | 167,336 | 156,112 | ||||||||
Interest expense | (42,614) | (39,196) | (28,209) | ||||||||
Interest income | 9,554 | 3,145 | 147 | ||||||||
Other income (expense), net | 243 | (3,860) | (1,621) | ||||||||
Income before income taxes and noncontrolling interest | 119,251 | 127,425 | 126,429 | ||||||||
Income tax expense | 26,604 | 3,305 | 46,699 | ||||||||
Net income including noncontrolling interest | 92,647 | 124,120 | 79,730 | ||||||||
Net (loss) income attributable to noncontrolling interest | (139) | 526 | 902 | ||||||||
Net income attributable to Central Garden & Pet Company | $ 2,440 | $ 46,152 | $ 42,391 | $ 1,803 | $ 10,568 | $ 41,545 | $ 45,234 | $ 26,247 | $ 92,786 | $ 123,594 | $ 78,828 |
Net income per share attributable to Central Garden & Pet Company: | |||||||||||
Basic (in usd per share) | $ 0.04 | $ 0.81 | $ 0.74 | $ 0.03 | $ 0.20 | $ 0.81 | $ 0.89 | $ 0.52 | $ 1.63 | $ 2.39 | $ 1.57 |
Diluted (in usd per share) | $ 0.04 | $ 0.80 | $ 0.73 | $ 0.03 | $ 0.19 | $ 0.79 | $ 0.86 | $ 0.50 | $ 1.61 | $ 2.32 | $ 1.52 |
Weighted average shares used in the computation of net income per share: | |||||||||||
Basic (in shares) | 56,017 | 57,319 | 57,050 | 56,903 | 54,059 | 51,134 | 50,871 | 50,730 | 56,770 | 51,716 | 50,230 |
Diluted (in shares) | 56,618 | 57,985 | 58,026 | 58,001 | 55,376 | 52,575 | 52,658 | 52,695 | 57,611 | 53,341 | 51,820 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 92,647 | $ 124,120 | $ 79,730 |
Other comprehensive income (loss): | |||
Foreign currency translation | (458) | (267) | 343 |
Total comprehensive income | 92,189 | 123,853 | 80,073 |
Comprehensive income (loss) attributable to noncontrolling interests | (139) | 526 | 902 |
Comprehensive income attributable to Central Garden & Pet Company | $ 92,328 | $ 123,327 | $ 79,171 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total | Non-controlling Interest | Common Stock | Common StockCommon Stock | Class A Common StockCommon Stock | Class B StockCommon Stock |
Beginning Balance (in shares) at Sep. 24, 2016 | 11,998,472,000 | 37,418,572,000 | 1,652,262,000 | |||||||
Balance, Beginning balance at Sep. 24, 2016 | $ 554,587 | $ 393,297 | $ 160,501 | $ (1,294) | $ 553,014 | $ 1,573 | $ 120 | $ 374 | $ 16 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Amortization of share-based awards | 8,700 | 8,700 | 8,700 | |||||||
Tax deficiency on exercise of stock options, net of tax benefit | 19,942 | 19,942 | 19,942 | |||||||
Restricted share activity (in shares) | 16,764,000 | 79,362,000 | ||||||||
Restricted share activity | (7,765) | (7,765) | (7,765) | |||||||
Issuance of common stock (in shares) | 178,315,000 | 680,526,000 | ||||||||
Issuance of common stock | (17,376) | (17,384) | (17,376) | $ 2 | $ 6 | |||||
Distribution to noncontrolling interest | (1,019) | (1,019) | ||||||||
Other comprehensive loss | 343 | 343 | 343 | |||||||
Net income | 79,730 | 78,828 | 78,828 | 902 | ||||||
Ending Balance (in shares) at Sep. 30, 2017 | 12,160,023,000 | 38,019,736,000 | 1,652,262,000 | |||||||
Balance, Ending balance at Sep. 30, 2017 | 637,142 | 396,790 | 239,329 | (951) | 635,686 | 1,456 | $ 122 | $ 380 | $ 16 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Amortization of share-based awards | 9,252 | 9,252 | 9,252 | |||||||
Restricted share activity (in shares) | (14,888,000) | 48,180,000 | ||||||||
Restricted share activity | (7,429) | (7,428) | (7,429) | $ (1) | ||||||
Issuance of common stock (in shares) | 5,885,349,000 | |||||||||
Issuance of common stock | 191,613 | 191,554 | 191,613 | $ 59 | ||||||
Distribution to noncontrolling interest | (1,597) | (1,597) | ||||||||
Other comprehensive loss | (267) | (267) | (267) | |||||||
Net income | 124,120 | 123,594 | 123,594 | 526 | ||||||
Ending Balance (in shares) at Sep. 29, 2018 | 12,145,135,000 | 43,953,265,000 | 1,652,262,000 | |||||||
Balance, Ending balance at Sep. 29, 2018 | 952,834 | 590,168 | 362,923 | (1,218) | 952,449 | 385 | $ 121 | $ 439 | $ 16 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Amortization of share-based awards | 10,459 | 10,459 | 10,459 | |||||||
Restricted share activity (in shares) | 437,035,000 | |||||||||
Restricted share activity | (3,124) | (3,128) | (3,124) | $ 4 | ||||||
Issuance of common stock (in shares) | 337,767,000 | |||||||||
Issuance of common stock | 2,010 | 2,006 | 2,010 | $ 4 | ||||||
Distribution to noncontrolling interest | (76) | (76) | ||||||||
Repurchased of stock (in shares) | (600,000) | (601,166,000) | (1,759,574,000) | |||||||
Repurchase of stock | (58,115) | (24,125) | (33,967) | (58,115) | $ (14,700) | $ (6) | $ (17) | |||
Other comprehensive loss | (458) | (458) | (458) | |||||||
Net income | 92,647 | 92,786 | 92,786 | (139) | ||||||
Ending Balance (in shares) at Sep. 28, 2019 | 11,543,969,000 | 42,968,493,000 | 1,652,262,000 | |||||||
Balance, Ending balance at Sep. 28, 2019 | $ 996,177 | $ 575,380 | $ 421,742 | $ (1,676) | $ 996,007 | $ 170 | $ 115 | $ 430 | $ 16 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | |||
Net income | $ 92,647 | $ 124,120 | $ 79,730 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 50,828 | 47,199 | 42,719 |
Amortization of deferred financing costs | 1,832 | 1,748 | 1,361 |
Stock-based compensation | 14,662 | 11,602 | 11,115 |
Excess tax benefits from stock-based awards | 0 | 0 | (19,946) |
Deferred income taxes | 6,659 | (4,833) | 10,789 |
Gain on sale of property and equipment | 0 | 0 | (2,050) |
Loss on disposal of property, plant and equipment | 730 | 273 | 65 |
Other | (570) | 1,840 | 3,999 |
Changes in assets and liabilities (excluding businesses acquired): | |||
Receivables | 1,485 | (28,741) | (32,419) |
Inventories | (3,696) | (15,087) | (15,885) |
Prepaid expenses and other assets | (2,643) | (3,803) | 2,845 |
Accounts payable | 30,473 | (1,163) | (2,143) |
Accrued expenses | 12,261 | (20,096) | 35,018 |
Other long-term obligations | 306 | 1,053 | (889) |
Net cash provided by operating activities | 204,974 | 114,112 | 114,309 |
Cash flows from investing activities: | |||
Additions to property, plant and equipment | (31,577) | (37,845) | (44,659) |
Businesses acquired, net of cash acquired | (41,161) | (91,244) | (103,880) |
Escrow deposit for acquisition-related contingent consideration | 0 | 0 | (6,000) |
Proceeds from asset sales | 0 | 0 | 8,547 |
Payments for investments | (2,010) | (9,048) | (12,495) |
Other investing activities | (1,515) | (2,745) | (4,355) |
Net cash used in investing activities | (76,263) | (140,882) | (162,842) |
Cash flows from financing activities: | |||
Repayments on revolving line of credit | 0 | (23,000) | (552,000) |
Borrowings on revolving line of credit | 0 | 23,000 | 552,000 |
Repayments of long-term debt | (46,193) | (431) | (463) |
Issuance of long-term debt | 0 | 300,000 | 0 |
Proceeds from issuance of common stock, net of offering costs | 0 | 195,631 | 0 |
Excess tax benefits from stock-based awards | 0 | 0 | 19,946 |
Repurchase of common stock, including shares surrendered for tax withholding | (62,974) | (13,797) | (27,556) |
Payments of contingent consideration | (170) | (253) | (1,300) |
Distribution to noncontrolling interest | (76) | (1,597) | (1,019) |
Payment of financing costs | (1,352) | (4,770) | 0 |
Net cash (used in) provided by financing activities | (110,765) | 474,783 | (10,392) |
Effect of exchange rate changes on cash and cash equivalents | (250) | (50) | 75 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 17,696 | 447,963 | (58,850) |
Cash, cash equivalents and restricted cash at beginning of year | 493,005 | 45,042 | 103,892 |
Cash, cash equivalents and restricted cash at end of year | 510,701 | 493,005 | 45,042 |
Supplemental information: | |||
Cash paid for interest | 42,702 | 36,664 | 27,878 |
Cash paid for income taxes – net of refunds | 14,958 | 19,508 | 10,560 |
Non-cash investing and financing activities: | |||
Capital expenditures incurred but not paid | 2,630 | 2,386 | 3,106 |
Liability for contingent performance-based payments | (685) | (2,888) | 2,830 |
Shares of common stock repurchased but not settled | $ 458 | $ 0 | $ 0 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Sep. 28, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | Organization and Significant Accounting Policies Organization – Central Garden & Pet Company (“Central”), a Delaware corporation, and subsidiaries (the “Company”), is a leading marketer and producer of quality branded products and distributor of third party products in the pet and lawn and garden supplies markets. Basis of Consolidation and Presentation – The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of Central and all majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The fiscal years ended September 28, 2019 and September 29, 2018 each included 52 weeks. The fiscal year ended September 30, 2017 included 53 weeks. Noncontrolling Interest – Noncontrolling interest in the Company’s consolidated financial statements represents the 20% interest not owned by the Company in a consolidated subsidiary. Since the Company controls this subsidiary, its financial statements are consolidated with those of the Company, and the noncontrolling owner’s 20% share of the subsidiary’s net assets and results of operations is deducted and reported as noncontrolling interest on the consolidated balance sheets and as net income attributable to noncontrolling interest in the consolidated statements of operations. Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including realization of accounts receivable and inventory and valuation of goodwill and intangibles. Actual results could differ from those estimates. Revenue Recognition and Nature of Products and Services The Company manufactures, markets and distributes a wide variety of branded, private label and third-party pet and garden products to wholesalers, distributors and retailers, primarily in the United States. The majority of the Company’s revenue is generated from the sale of finished pet and garden products. The Company also recognizes a minor amount of non-product revenue (approximately one percent of consolidated net sales) comprising third-party logistics services, merchandising services and royalty income from sales-based licensing arrangements. Product and non-product revenue is recognized when performance obligations under the terms of the contracts with customers are satisfied. The Company recognizes product revenue when control over the finished goods transfers to its customers, which generally occurs upon shipment to, or receipt at, customers’ locations, as determined by the specific terms of the contract. These revenue arrangements generally have single performance obligations. Non-product revenue is recognized as the services are provided to the customer in the case of third-party logistics services and merchandising services, or as third-party licensee sales occur for royalty income. Revenue, which includes shipping and handling charges billed to the customer, is reported net of variable consideration and consideration payable to our customers, including applicable discounts, returns, allowances, trade promotion, unsaleable product, consumer coupon redemption and rebates. The amount billed to customers for shipping and handling costs included in net sales for the fiscal years ended September 28, 2019 , September 29, 2018 and September 30, 2017 was $13.8 million , $12.2 million and $9.4 million , respectively. Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. Key sales terms are established on a frequent basis such that most customer arrangements and related incentives have a one year or shorter duration. As such, the Company does not capitalize contract inception costs. Product fulfillment costs are capitalized as a part of inventoriable costs in accordance with our inventory policies. The Company generally does not have unbilled receivables at the end of a period. Deferred revenues are not material and primarily include advance payments for services that have yet to be rendered. The Company does not receive noncash consideration for the sale of goods. Amounts billed and due from our customers are classified as receivables and require payment on a short-term basis; therefore, the Company does not have any significant financing components. Sales Incentives and Other Promotional Programs The Company routinely offers sales incentives and discounts through various regional and national programs to our customers and consumers. These programs include product discounts or allowances, product rebates, product returns, one-time or ongoing trade-promotion programs with customers and consumer coupon programs that require the Company to estimate and accrue the expected costs of such programs. The costs associated with these activities are accounted for as reductions to the transaction price of the Company’s products and are, therefore, recorded as reductions to gross sales at the time of sale. The Company bases its estimates of incentive costs on historical trend experience with similar programs, actual incentive terms per customer contractual obligations and expected levels of performance of trade promotions, utilizing customer and sales organization inputs. The Company maintains liabilities at the end of each period for the estimated incentive costs incurred but unpaid for these programs. Differences between estimated and actual incentive costs are generally not material and are recognized in earnings in the period such differences are determined. Reserves for product returns, accrued rebates and promotional accruals are included in the condensed consolidated balance sheets as part of accrued expenses, and the value of inventory associated with reserves for sales returns is included within prepaid and other current assets on the condensed consolidated balance sheets. Practical Expedients The Company elected the following practical expedients upon its adoption of Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (ASC Topic 606). • Significant financing component - The Company elected not to adjust the promised amount of consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will be one year or less. • Shipping and handling costs - The Company elected to account for shipping and handling activities that occur before the customer has obtained control of a good as fulfillment activities rather than as a promised service. • Measurement of transaction price - The Company has elected to exclude from the measurement of transaction price all taxes assessed by a governmental authority that are both imposed on, and concurrent with, a specific revenue-producing transaction and collected by the Company from a customer for sales taxes. Cost of goods sold and occupancy consists of cost of product, inbound freight charges, purchasing and receiving costs, certain indirect purchasing, merchandise handling and storage costs, internal transfer costs as well as allocations of overhead costs, including depreciation, related to the Company’s facilities. Cost of goods sold excludes substantially all shipping and handling and out-bound freight costs to customers, which are included in selling, general and administrative expenses as delivery expenses. The cost of shipping and handling, including internal costs and payments to third parties, included in delivery expenses within selling, general and administrative expenses for the fiscal years ended September 28, 2019 , September 29, 2018 and September 30, 2017 was $80.4 million , $70.1 million and $59.3 million , respectively. Advertising Costs – The Company expenses the costs of advertising as incurred. Advertising expenses were $27.5 million , $29.7 million and $34.5 million in fiscal 2019 , 2018 and 2017 , respectively. 401(k) Plans – The Company sponsors several 401(k) plans which cover substantially all employees. The Company’s matching contributions expensed under these plans were $4.2 million for fiscal 2019 , $2.3 million for fiscal 2018 and $2.4 million for fiscal 2017 . In fiscal 2019 , 2018 and 2017 , the Company’s matching contributions made in the Company’s Class A common stock resulted in the issuance of approximately 161,000 , 61,000 and 81,000 shares, respectively. Other income (expense) consists principally of earnings (losses) from equity method investments and foreign exchange gains and losses. Income taxes are accounted for under the asset and liability method. Deferred income taxes result primarily from bad debt allowances, inventory and goodwill write-downs, amortization and depreciation. The Company establishes a valuation allowance for deferred tax assets when management believes it is more likely than not a deferred tax asset will not be realized. As of fiscal year-end 2019 and 2018 , the Company had valuation allowances related to various state and foreign net deferred tax assets of $7.2 million and $6.8 million , respectively. On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law by the U.S. government. The Tax Reform Act significantly revised the U.S. corporate income tax code by, among other things, transitions the U.S. tax system to a new territorial system and lowered the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018. In fiscal 2018, the Company's statutory federal corporate tax rate was a blended rate of 24.5% , which was reduced to 21% in fiscal 2019 and thereafter. U.S. GAAP requires that the impact of tax legislation be recognized in the period in which the law was enacted. In transitioning to the new territorial tax system, the Tax Reform Act required the Company to include certain untaxed foreign earnings of non-U.S. subsidiaries in its fiscal 2018 taxable income. Such foreign earnings were subject to a one-time tax at 15.5% of the amount held in cash or cash equivalents and at 8% on the remaining non-cash amount. The 15.5% and 8% tax, collectively referred to as the "transition tax", was estimated to be $0.3 million on foreign undistributed earnings of approximately $1.8 million . While the Tax Reform Act provides for the full deduction of future foreign earnings (beyond the $1.8 million subject to the transition tax noted above) paid to U.S. parent corporations in the form of dividends, the Company continues to consider all such foreign earnings to be indefinitely reinvested overseas. The Tax Reform Act provided two new sections dealing with how all future foreign earnings are taxed. The first section deals with foreign earnings originating outside the U.S., called Global Intangible Low Tax Income (GLTI), which annually taxes at 13.125% in the U.S., foreign earnings above a 10% return on invested foreign assets. The second new section, Foreign-Derived Intangible Income (FDII) deals with benefiting U.S.A. exports by reducing the U.S. tax rate on FDII earnings from 21% to 13.125%. The Company derives the vast majority of its taxable income in the U.S.A. While both GLTI and FDII are estimated to be immaterial to the Company, it is anticipated that FDII tax benefits will fully offset GLTI taxes in the coming years. As a result of the Tax Reform Act, the Company recorded a provisional tax benefit of $16.3 million due to the remeasurement of its deferred tax assets and liabilities, inclusive of a $0.2 million transition tax, in the three months ended December 30, 2017. Upon further analysis and refinement of its calculations, the Company completed its remeasurement of deferred tax assets and liabilities and adjusted its provisional amount by recording an additional tax benefit of $5.2 million during its fiscal quarter ended September 29, 2018, for a total 2018 tax benefit of $21.5 million . No additional adjustments were required in fiscal 2019. Cash, cash equivalents and restricted cash - The Company considers cash and all highly liquid investments with an original maturity of three months or less at date of purchase to be cash and cash equivalents. Restricted cash includes cash and highly liquid instruments that are used as collateral for stand-alone letter of credit agreements related to normal business transactions. These agreements require the Company to maintain specified amounts of cash as collateral in segregated accounts to support the letters of credit issued thereunder, which will affect the amount of cash the Company has available for other uses. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the condensed consolidated statements of cash flows as of September 28, 2019, September 29, 2018 and September 30, 2017, respectively (in thousands). September 28, 2019 September 29, 2018 September 30, 2017 Cash and cash equivalents $ 497,749 $ 482,106 $ 32,397 Restricted cash 12,952 10,899 12,645 Total cash, cash equivalents and restricted cash $ 510,701 $ 493,005 $ 45,042 Accounts receivable are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest, although a finance charge may be applied to such receivables that are past due. Allowance for doubtful accounts – Trade accounts receivable are regularly evaluated for collectability based on past credit history with customers, their current financial condition and their expected deductions. See Note 5 - Allowance for Doubtful Accounts . Inventories , which primarily consist of garden products and pet supplies finished goods, are stated at the lower of FIFO cost or market. Cost includes certain indirect purchasing, merchandise handling and storage costs incurred to acquire or manufacture inventory, costs to unload, process and put away shipments received in order to prepare them to be picked for orders, and certain other overhead costs. The amount of such costs capitalized to inventory is computed based on an estimate of costs related to the procurement and processing of inventory to prepare it for sale compared to total product purchases. See Note 6 - Inventories, net . Land, buildings, improvements and equipment are stated at cost. Depreciation is computed by the straight-line method over 30 years for buildings. Improvements are amortized on a straight-line basis over the shorter of the useful life of the asset or the terms of the related leases. Depreciation on equipment and capitalized software is computed by the straight-line method over the estimated useful lives of three to 10 years . See Note 7 - Property and Equipment, Net . Long-Lived Assets – The Company reviews its long-lived assets, including amortizable and indefinite-lived intangible assets and property, plant and equipment, for potential impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable, and annually for indefinite-lived intangible assets. An impairment loss would be recognized for amortizable intangible assets and property, plant and equipment when estimated undiscounted future cash flows expected to result from the use of the asset are less than its carrying amount. An impairment loss would be recognized for an intangible asset with an indefinite useful life if its carrying value exceeds its fair value. Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. There were no impairment losses recorded in fiscal years 2018 or 2017. As a result of one of our retail customers exiting the live fish business, factors indicating the carrying value of certain amortizable intangible assets may not be recoverable were present during the quarter ended March 30, 2019. The Company performed impairment testing on these assets, found the carrying value was not recoverable, and accordingly, recorded an impairment charge in its Pet segment of approximately $2.5 million as part of selling, general and administrative expenses in the consolidated statements of operations for the fiscal year ended September 28, 2019. Should market conditions or the assumptions used by the Company in determining the fair value of assets change, or management changes plans regarding the future use of certain assets, additional charges to operations may be required in the period in which such conditions occur. See Note 9 – Other Intangible Assets . Goodwill represents the excess of cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Identifiable intangible assets acquired in business combinations are recorded based on their fair values at the date of acquisition. Goodwill is not subject to amortization but must be evaluated for impairment annually. The Company tests for goodwill impairment annually or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. See Note 8– Goodwill . Investments – The Company owns membership interests ranging from 7% to 50% in ten unconsolidated companies. The Company accounts for its interest in these entities using the equity method and in accordance with Accounting Standards Codification (ASC) 321 - Investments - Equity Securities, (formerly known as cost method). Equity method income of $1.2 million in fiscal 2019 , equity method losses of $2.8 million in fiscal 2018 and equity method income of $0.9 million in fiscal 2017 are included in other income (expense) in the consolidated statements of operations. The Company’s investment in these entities was $12.1 million at September 28, 2019 and $18.5 million at September 29, 2018 and is included in Other assets in the Company's consolidated balance sheets. On an individual and combined basis, the assets, liabilities, revenues and expenses of these entities are not significant. See Note 3 - Acquisitions . Insurance – The Company maintains insurance for certain risks, including workers’ compensation, general liability and vehicle liability, and is self-insured for employee related health care benefits. The Company’s workers’ compensation, general liability and vehicle liability insurance policies include deductibles of $250,000 to $350,000 per occurrence. The Company maintains excess loss insurance that covers any health care claims in excess of $700,000 per person per year. The Company establishes reserves for losses based on its claims experience and actuarial estimates of the ultimate loss amount inherent in the claims, including claims incurred but not yet reported. Costs are recognized in the period the claim is incurred, and the financial statement accruals include an estimate of claims incurred but not yet reported. Fair Value of Financial Instruments – At September 28, 2019 and September 29, 2018 , the carrying amount of cash and cash equivalents, short term investments, accounts receivable and payable, short term borrowings and accrued liabilities approximates fair value because of the short term nature of these instruments. The estimated fair value of the Company’s senior subordinated notes is based on quoted market prices for these instruments. See Note 2 - Fair Value Measurements for further information regarding the fair value of the Company’s financial instruments. Stock-Based Compensation – Stock-based compensation cost is estimated at the grant date based on the fair value of the award and is expensed ratably over the service period of the award. Total compensation costs recognized under all share-based arrangements in fiscal 2019 was $14.7 million ( $11.1 million after tax), fiscal 2018 was $11.6 million ( $8.4 million after tax), and fiscal 2017 was $11.1 million ( $7.0 million after tax). See Note 13 - Stock-Based Compensation for further information. Total Comprehensive Income (Loss) – Total comprehensive income (loss) consists of two components: net income and other comprehensive income (loss). Other comprehensive income (loss) refers to gains and losses that under generally accepted accounting principles are recorded directly as an element of shareholders’ equity, but are excluded from net income, and is comprised of currency translation adjustments relating to the Company’s foreign subsidiary whose functional currency is not the U.S. dollar. Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted Revenue Recognition In May 2014, the Financial Accounting Standards Board ("FASB") ASC Topic 606, which replaces numerous requirements in U.S. Generally Accepted Accounting Principles ("GAAP"), including industry-specific requirements, and provides companies with a single revenue recognition model for recognizing revenue from contracts with customers. On September 30, 2018, the beginning of the Company’s fiscal year 2019, the Company adopted the requirements of ASC Topic 606 using the modified retrospective method. Upon completing its implementation assessment of ASC Topic 606, the Company concluded that no adjustment was required to the opening balance of retained earnings at the date of initial application. The comparative information has also not been restated and continues to be reported under the accounting standards in effect for those periods. Additional disclosures required by ASC Topic 606 are presented within the Revenue Recognition policy disclosure and in Note 18 - Segment Information . On the Company’s condensed consolidated balance sheets, reserves for customer product returns and return allowances are now included as part of accrued expenses, rather than accounts receivable, net, and the value of inventory associated with reserves for sales returns is included within prepaid and other current assets. Had the Company not adopted the provisions under this ASU, its condensed consolidated balance sheet as of September 28, 2019 would have been presented as follows (in thousands): As Reported September 28, 2019 Adjustments Balances without Adoption of ASC Topic 606 September 28, 2019 Current assets Receivables, less allowance for doubtful accounts $ 300,135 $ (7,839 ) $ 292,296 Prepaid expenses and other $ 30,160 $ (5,218 ) $ 24,942 Total current assets $ 1,307,193 $ (13,057 ) $ 1,294,136 Current liabilities Accrued expenses $ 129,166 $ (13,057 ) $ 116,109 Total current liabilities $ 278,525 $ (13,057 ) $ 265,468 Statement of Cash Flows In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15). The ASU provides additional clarification guidance on the classification of certain cash receipts and payments in the statement of cash flows. The Company adopted the provisions of this guidance as of September 30, 2018 on a retrospective basis. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) (ASU 2016-18) . This ASU clarifies the presentation of restricted cash on the statement of cash flows. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning and ending cash balances on the statement of cash flows. The Company adopted the provisions under this ASU on September 30, 2018, on a retrospective basis. This resulted in an increase in beginning of period and end of period cash, cash equivalents and restricted cash of $10.9 million and $12.6 million , respectively, and a increase of $1.7 million of cash used in investing activities and a $1.7 million decrease in cash used in investing activities to the condensed consolidated statement of cash flows for the fiscal years ended September 29, 2018 and September 30, 2017, respectively. Business Combinations In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business (ASU 2017-01), which requires an evaluation of whether substantially all of the fair value of assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If so, the transaction does not qualify as a business. The guidance also requires an acquired business to include at least one substantive process and narrows the definition of outputs. The Company adopted the provisions of this guidance as of September 30, 2018 and has accounted for subsequent acquisitions in accordance with this guidance. Income Taxes In October 2016, the FASB issued ASU 2016-16, Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other Than Inventory (Topic 740) . ASU 2016-16 amends accounting guidance for intra-entity transfers of assets other than inventory to require the recognition of taxes when the transfer occurs. The amendment was effective for the Company September 30, 2018. A modified retrospective approach is required for transition to the new guidance, with a cumulative-effect adjustment consisting of the net impact from (1) the write-off of any unamortized expense previously deferred and (2) recognition of any previously unrecognized deferred tax assets, net of any valuation allowance. The new guidance does not include any specific new disclosure requirements. Adoption of this guidance in the first quarter of fiscal 2019 did not have an impact on the Company’s consolidated financial statements. Financial Instruments In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . The updated guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. The guidance requires equity investments, excluding equity method investments or investees that are consolidated, to be measured at fair value with changes in fair value recognized in net income and enhanced disclosures about those investments. The guidance also simplifies the impairment assessments of equity investments without readily determinable fair value. The Company adopted the ASU in the first quarter of fiscal 2019, and the adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements. Accounting Standards Not Yet Adopted Leases In February 2016, the FASB issued ASU 2016-02 (ASU 2016-02), Leases (Topic 842) . ASU 2016-02 requires companies to recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use assets and disclose key information about leasing information. Topic 842 was subsequently amended by ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU 2018-10 , Codification Improvements to Topic 842, Leases; and ASU 2018-11 , Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The new standard is effective for the Company commencing in the first quarter of fiscal 2020 and the Company adopted the new standard on its effective date. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. The Company adopted the new standard on September 29, 2019 and used the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before September 29, 2019. The new standard provides a number of optional practical expedients in transition. The Company elected the 'package of practical expedients,' which permit it to not reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to it. The new standard also provides practical expedients for an entity's ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities for existing short-term leases of those assets in transition. The Company also elected the practical expedient to not separate lease and non-lease components for all its leases. The Company expects this standard will have a material effect on its financial statements. While the Company continues to assess all of the effects of adoption, the Company currently believes the most significant effects relate to (1) the recognition of new ROU assets and lease liabilities on its balance sheet for its production equipment, vehicle and real estate operating leases and (2) providing significant new disclosures about its leasing activities. On adoption, the Company will recognize additional operating liabilities in excess of $110 million , based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. The Company will also recognize corresponding ROU assets based upon the operating lease liabilities, adjusted for prepaid and deferred rents on the effective date. Information on our current operating leases can be found in Note 11 - Commitments and Contingencies . Goodwill and Intangible Assets I n January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. The new guidance simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The new guidance is effective for annual periods or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, or the Company's first quarter of fiscal 2021. The amendment should be applied on a prospective basis. Based on the Company's most recent annual goodwill impairment test performed as of July 1, 2018, there were no reporting units for which the carrying amount of the reporting unit exceeded its fair value; therefore, this ASU would not currently have an impact on the Company's consolidated financial statements and related disclosures. However, if upon adoption the carrying amount of a reporting unit exceeds its fair value, the Company would be impacted by the amount of impairment recognized. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements f |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Sep. 28, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Generally accepted accounting principles require financial assets and liabilities to be categorized based on the inputs used to calculate their fair values as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 – Unobservable inputs for the asset or liability, which reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). The Company’s financial instruments include cash and equivalents, restricted cash and equivalents, short term investments, accounts receivable and payable, derivative instruments, short-term borrowings, and accrued liabilities. The carrying amount of these instruments approximates fair value because of their short-term nature. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of September 28, 2019 (in thousands): Level 1 Level 2 Level 3 Total Liabilities: Liability for contingent consideration (a) $ — $ — $ 7,369 $ 7,369 Total liabilities $ — $ — $ 7,369 $ 7,369 The following table presents our financial assets and liabilities at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of September 29, 2018 (in thousands): Level 1 Level 2 Level 3 Total Liabilities: Liability for contingent consideration (a) $ — $ — $ 8,224 $ 8,224 Total liabilities $ — $ — $ 8,224 $ 8,224 (a) The liability for contingent consideration relates to an earn-out for B2E, acquired in December 2012, future performance-based contingent payments for Hydro-Organics Wholesale, Inc., acquired in October 2015 and future performance-based contingent payments for Segrest, Inc., acquired in October 2016. The fair value of the estimated contingent consideration arrangement is determined based on the Company’s evaluation as to the probability and amount of any earn-out that will be achieved based on expected future performance by the acquired entity. This is presented as part of long-term liabilities in the Company's consolidated balance sheets. The following table provides a summary of changes in fair value of the Company's Level 3 financial instruments for the years ended September 28, 2019 and September 29, 2018 (in thousands): Amount Balance as of September 29, 2018 $ 8,224 Estimated contingent performance-based consideration established at the time of acquisition — Changes in the fair value of contingent performance-based payments (685 ) Performance-based payments made (170 ) Balance as of September 28, 2019 $ 7,369 Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis The Company measures certain non-financial assets and liabilities, including long-lived assets, goodwill and intangible assets, at fair value on a non-recurring basis. Fair value measurements of non-financial assets and non-financial liabilities are used primarily in the impairment analyses of long-lived assets, goodwill and other intangible assets. There were no impairment losses recorded in fiscal 2018 . As a result of one of our retail customers exiting the live fish business, factors indicating the carrying value of certain amortizable intangible assets may not be recoverable were present during the quarter ended March 30, 2019. The Company performed impairment testing on these assets, found the carrying value was not recoverable, and accordingly, recorded an impairment charge in its Pet segment of approximately $2.5 million as part of selling, general and administrative expenses in the consolidated statements of operations for the fiscal year ended September 28, 2019. 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. Fair Value of Other Financial Instruments In December 2017, the Company issued $300 million aggregate principal amount of 5.125% senior notes due February 2028 (the "2028 Notes"). The estimated fair value of the Company's 2028 Notes as of September 28, 2019 and September 29, 2018 was $307.1 million and $285.5 million , respectively, compared to a carrying value of $296.1 million and $295.6 million , respectively. In November 2015, the Company issued $400 million aggregate principal amount of 6.125% senior notes due November 2023 (the “2023 Notes”). The estimated fair values of the Company’s 2023 Notes were $414.6 million and $414.4 million as of September 28, 2019 and September 29, 2018, and the carrying values were $396.7 million and $ 396.0 million as of September 28, 2019 and September 29, 2018. The estimated fair values are based on quoted market prices for these notes, which are Level 1 inputs within the fair value hierarchy. |
Acquisitions and Investments in
Acquisitions and Investments in Joint Ventures | 12 Months Ended |
Sep. 28, 2019 | |
Business Combinations [Abstract] | |
Acquisitions and Investments in Joint Ventures | Acquisitions and Investments in Joint Ventures 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 purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $3.2 million , which is included in other assets on the Company's consolidated balance sheet as of September 28, 2019. 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. The financial results of C&S Products have been included in the results of operations within the Pet segment since the date of acquisition. 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. (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 $ 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 period 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. Fiscal 2018 General Pet Supply O n April 2, 2018, the Company purchased substantially all of the assets of General Pet Supply, a leading Midwestern U.S. supplier of pet food and supplies for a purchase price of approximately $24.3 million . The purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $13.6 million , of which $8.1 million was allocated to identified intangible assets and approximately $5.5 million was included in goodwill in the Company’s consolidated balance sheet as of September 29, 2018. Financial results of General Pet Supply 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. 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 $ 12,991 $ — $ 12,991 Fixed assets 1,014 516 1,530 Goodwill — 5,520 5,520 Other assets 14,147 (14,136 ) 11 Other intangible assets, net — 8,100 8,100 Current liabilities (3,506 ) — (3,506 ) Long-term obligations (361 ) (361 ) Net assets acquired, less cash and cash equivalents $ 24,285 $ — $ 24,285 (1) As previously reported in the Company's Form 10-Q for the period ended June 30, 2018. The impact to the consolidated statement of operations associated with the finalization of purchase accounting and true-up of intangible assets for General Pet Supply was immaterial. Bell Nursery On March 12, 2018, the Company purchased Bell Nursery Holdings, LLC ("Bell"), a leading grower and distributor of live flowers and plants in the mid-Atlantic region of the United States, for a purchase price of approximately $61 million plus contingent consideration of up to $10 million . The purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $13.6 million , of which $6.2 million was allocated to identified intangible assets and $7.4 million was included in goodwill in the Company's consolidated balance sheet as of September 29, 2018. Financial results of Bell 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. 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 $ 28,330 $ (359 ) $ 27,971 Fixed assets 30,278 383 30,661 Goodwill — 7,415 7,415 Other assets 11,647 (11,647 ) — Other intangible assets, net — 6,230 6,230 Current liabilities (11,611 ) (2,022 ) (13,633 ) Net assets acquired, less cash and cash equivalents $ 58,644 $ — $ 58,644 (1) As previously reported in the Company's Form 10-Q for the periods ended March 31, 2018 and June 30, 2018. The impact to the consolidated statement of operations associated with the finalization of purchase accounting and true-up of intangible assets for Bell was immaterial. The Company expects all the goodwill from the acquisitions above to be deductible for tax purposes. Investments During fiscal 2019, the Company made investments totaling $2.0 million in two ventures, which are accounted for in accordance with ASC 321. During fiscal 2018, the Company made investments ranging from 13% to 20% in three ventures. The Company invested a total of $9.0 million in these businesses, which are accounted for under ASC 321 and equity method of accounting. Fiscal 2017 K&H Manufacturing, LLC On April 28, 2017, the Company purchased K&H Manufacturing, LLC ("K&H"), a producer of premium pet supplies and the largest marketer of heated pet products in the country, for a purchase price of approximately $48.0 million . The purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $41.2 million , of which $29.2 million was allocated to identified intangible assets and approximately $12 million is included in goodwill in the Company's consolidated balance sheet as of September 29, 2018. Financial results of K&H 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 $ 5,439 $ 613 $ 6,052 Fixed assets 315 — 315 Other assets 41,781 (41,781 ) — Goodwill — 11,968 11,968 Other intangible assets — 29,200 29,200 Current liabilities (757 ) — (757 ) Net assets acquired, less cash and cash equivalents $ 46,778 $ — $ 46,778 (1) As previously reported in the Company's Form 10-Q for the periods ended June 24, 2017 and December 30, 2017, and the Company's Form 10-K for the period ended September 30, 2017. Segrest Inc. On October 21, 2016, the Company acquired Segrest, Inc., a wholesaler of aquarium fish and small live animals, for a purchase price of approximately $60.0 million , of which $6.0 million is in an escrow account managed by an independent trustee and is payable contingent upon future events. The purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $ 44.4 million , of which $27.7 million was allocated to identified intangible assets and $25.9 million is included in goodwill in the Company’s consolidated balance sheet as of September 28, 2019 . Financial results for Segrest 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 the recording of 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) Purchase Price Cash paid, net of cash acquired $ 54,043 $ — $ 54,043 Contingent consideration 6,000 (3,300 ) 2,700 $ 60,043 $ (3,300 ) $ 56,743 Allocation Current assets, net of cash and cash equivalents acquired $ 7,403 $ (300 ) $ 7,103 Fixed assets 7,011 2,242 9,253 Other assets 47,704 (47,704 ) — Goodwill 25,890 25,890 Other intangible assets 27,650 27,650 Current liabilities (2,075 ) (2,075 ) Deferred Tax Liability (11,078 ) (11,078 ) $ 60,043 $ (3,300 ) $ 56,743 (1) As previously reported in the Company's Form 10-Q for the periods ended December 24, 2016, March 25, 2017 and June 24, 2017. Proforma financial information has not been presented as the Segrest and K&H acquisitions were not considered material to the Company's overall consolidated financial statements during the periods presented. Equity Method Investments During fiscal 2017, the Company made investments in two ventures. The Company acquired a 45% interest in a mature, seasonal business and a 30% interest in a start-up company. The Company invested a total of $12.5 million |
Concentration of Credit Risk an
Concentration of Credit Risk and Significant Customers and Suppliers | 12 Months Ended |
Sep. 28, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk and Significant Customers and Suppliers | Concentration of Credit Risk and Significant Customers and Suppliers Customer Concentration – Approximately 49% of the Company’s net sales for fiscal 2019 , 48% for fiscal 2018 and 44% for fiscal 2017 were derived from sales to the Company’s top five customers. The Company’s largest customer accounted for approximately 16% of the Company’s net sales in each of the fiscal years 2019 , 2018 and 2017 . The Company’s second largest customer in 2019 accounted for approximately 12% of the Company’s net sales in fiscal year 2019 , 11% of the Company's net sales in the fiscal year 2018 and 8% in fiscal year 2017 . The Company’s third largest customer in 2019 accounted for approximately 9% of the Company’s net sales in the fiscal year 2019 and 8% in fiscal years 2018 and 2017 , respectively. The loss of, or significant adverse change in, the relationship between the Company and any of these three customers could have a material adverse effect on the Company’s business and financial results. The loss of or reduction in orders from any significant customer, losses arising from customer disputes regarding shipments, fees, merchandise condition or related matters, or the Company’s inability to collect accounts receivable from any major customer could also have a material adverse impact on the Company’s business and financial results. As of September 28, 2019 and September 29, 2018 , accounts receivable from the Company’s top five customers comprised approximately 46% of the Company’s total accounts receivable, including 11% and 14% from the Company’s largest customer. Supplier Concentration – While the Company purchases products from many different manufacturers and suppliers, approximately 6% , 8% and 9% of the Company’s cost of goods sold in fiscal years 2019 , 2018 and 2017 , respectively, were derived from products purchased from the Company’s five |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 12 Months Ended |
Sep. 28, 2019 | |
Receivables [Abstract] | |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The allowance for doubtful accounts includes reserves for collectability determined by past credit history with customers, their current financial condition and their expected deductions. Changes in the allowance for doubtful accounts are summarized below (in thousands): Description Balances at Beginning of Period Charged/ (Credited) to Costs and Expenses Asset Write-Offs, Less Recoveries Reclassification of Product Return Reserve Balances at End of Period Fiscal Year Ended September 30, 2017 21,069 2,921 (2,554 ) — 21,436 Fiscal Year Ended September 29, 2018 21,436 2,132 557 — 24,125 Fiscal Year Ended September 28, 2019 24,125 6,906 (3,438 ) (6,465 ) 21,128 The allowance for doubtful accounts includes reserves for expected returns of $6.5 million and $6.9 million as of September 29, 2018 , and September 30, 2017 , respectively. The Company began recording reserves for expected returns as part of accrued expenses on the consolidated balance sheet upon its adoption of ASC Topic 606. Accordingly, $6.5 million was reclassified out of the allowance for doubtful accounts at the beginning of the Company's first fiscal quarter of 2019. |
Inventories, net
Inventories, net | 12 Months Ended |
Sep. 28, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories, net of allowance for obsolescence, consist of the following (in thousands): September 28, September 29, Raw materials $ 145,331 $ 117,539 Work in progress 51,154 35,691 Finished goods 255,870 263,845 Supplies 13,842 10,748 Total inventories, net $ 466,197 $ 427,823 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Sep. 28, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consists of the following (in thousands): September 28, September 29, Land $ 17,396 $ 14,183 Buildings and improvements 179,398 154,787 Transportation equipment 9,651 9,348 Machine and warehouse equipment 255,943 227,727 Capitalized software 116,353 114,878 Office furniture and equipment 30,016 27,734 Assets under construction 15,574 24,015 624,331 572,672 Accumulated depreciation and amortization (378,926 ) (355,025 ) $ 245,405 $ 217,647 Depreciation and amortization expense, including the amortization of intangible assets, charged to operations was $50.8 million , $47.2 million and $42.7 million for fiscal 2019 , 2018 and 2017 , respectively. |
Goodwill
Goodwill | 12 Months Ended |
Sep. 28, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Changes in the carrying amount of goodwill for the fiscal years ended September 28, 2019 , September 29, 2018 and September 30, 2017 (in thousands): Garden Products Segment Pet Products Segment Total Balance as of September 24, 2016 Goodwill $ 219,056 $ 421,890 $ 640,946 Accumulated impairment losses (213,583 ) (195,978 ) (409,561 ) Balance as of 5,473 225,912 231,385 Additions in fiscal 2017 — 25,890 25,890 Write off related to sale of business — (1,000 ) (1,000 ) Balance as of September 30, 2017 Goodwill 219,056 446,780 665,836 Accumulated impairment losses (213,583 ) (195,978 ) (409,561 ) 5,473 250,802 256,275 Additions in fiscal 2018 7,415 17,487 24,902 Balance as of September 29, 2018 Goodwill 226,471 464,267 690,738 Accumulated impairment losses (213,583 ) (195,978 ) (409,561 ) 12,888 268,289 281,177 Additions in fiscal 2019 4,900 — 4,900 Balance as of September 28, 2019 Goodwill 231,371 464,267 695,638 Accumulated impairment losses (213,583 ) (195,978 ) (409,561 ) $ 17,788 $ 268,289 $ 286,077 Additions or reductions to goodwill include acquisitions, sale of businesses, purchase price adjustments and adjustments of amounts upon finalization of purchase accounting. The Company tests goodwill for impairment annually (as of the first day of the fourth fiscal quarter), or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount, by first assessing qualitative factors to determine whether it is more likely than not the fair value of the reporting unit is less than its carrying amount. If it is determined that it is more likely than not the fair value of the reporting unit is greater than its carrying amount, it is unnecessary to perform the two-step goodwill impairment test. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the two-step test is performed to identify potential goodwill impairment. Based on certain circumstances, the Company may elect to bypass the qualitative assessment and proceed directly to performing the first step of the two-step goodwill impairment test, which compares the fair value of the Company’s reporting units to their related carrying values, including goodwill. If the fair value of the reporting unit is less than its carrying value, the Company performs an additional step to determine the implied fair value of goodwill associated with that reporting unit. The implied fair value of goodwill is determined by first allocating the fair value of the reporting unit to all of its assets and liabilities and then computing the excess of the reporting unit’s fair value over the amounts assigned to the assets and liabilities. If the carrying value of goodwill exceeds the implied fair value of goodwill, such excess represents the amount of goodwill impairment, and, accordingly, the Company recognizes such impairment. The Company’s goodwill impairment analysis also includes a comparison of the aggregate estimated fair value of its two reporting units to the Company’s total market capitalization. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The estimate of fair value of each of the Company’s reporting units is based on the Company’s projection of revenues, gross margin, operating costs and cash flows considering historical and estimated future results, general economic and market conditions as well as the impact of planned business and operational strategies. The Company bases its fair value estimates on assumptions the Company believes to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Assumptions critical to the Company’s fair value estimates were: (i) discount rates used in determining the fair value of the reporting units; (ii) estimated future cash flows; and (iii) projected revenue and operating profit growth rates used in the reporting unit models. Actual results may differ from those estimates. The valuations employ present value techniques to measure fair value and consider market factors. In connection with the Company’s annual goodwill impairment testing performed during fiscal 2019 and fiscal 2018 , the Company made a qualitative evaluation about the likelihood of goodwill impairment to determine whether it was necessary to calculate the fair values of its reporting units under the two-step goodwill impairment test. The Company completed its qualitative assessment of potential goodwill impairment in each fiscal year and it was determined that it was more likely than not the fair values of the Company's reporting units were greater than their carrying amounts in each fiscal year, and accordingly, no further testing of goodwill was required in fiscal 2019 and 2018 . |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Sep. 28, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | Other Intangible Assets The following table summarizes the components of gross and net acquired intangible assets: Gross Accumulated Amortization Accumulated Impairment Net Carrying Value (in millions) September 28, 2019 Marketing-related intangible assets – amortizable $ 19.7 $ (16.3 ) $ — $ 3.4 Marketing-related intangible assets – nonamortizable 70.6 — (26.0 ) 44.6 Total 90.3 (16.3 ) (26.0 ) 48.0 Customer-related intangible assets – amortizable 138.4 (53.3 ) (2.5 ) 82.6 Other acquired intangible assets – amortizable 26.0 (16.4 ) — 9.6 Other acquired intangible assets – nonamortizable 7.1 — (1.2 ) 5.9 Total 33.1 (16.4 ) (1.2 ) 15.5 Total other intangible assets $ 261.8 $ (86.0 ) $ (29.7 ) $ 146.1 September 29, 2018 Marketing-related intangible assets – amortizable $ 18.6 $ (14.2 ) $ — $ 4.4 Marketing-related intangible assets – nonamortizable 70.6 — (26.0 ) 44.6 Total 89.2 (14.2 ) (26.0 ) 49.0 Customer-related intangible assets – amortizable 128.3 (42.5 ) — 85.8 Other acquired intangible assets – amortizable 25.4 (14.5 ) — 10.9 Other acquired intangible assets – nonamortizable 7.8 — (1.2 ) 6.6 Total 33.2 (14.5 ) (1.2 ) 17.5 Total other intangible assets $ 250.7 $ (71.2 ) $ (27.2 ) $ 152.3 September 30, 2017 Marketing-related intangible assets – amortizable $ 16.9 $ (12.7 ) $ — $ 4.2 Marketing-related intangible assets – nonamortizable 62.7 — (26.0 ) 36.7 Total 79.6 (12.7 ) (26.0 ) 40.9 Customer-related intangible assets – amortizable 91.6 (32.2 ) — 59.4 Other acquired intangible assets – amortizable 22.1 (12.9 ) — 9.2 Other acquired intangible assets – nonamortizable 7.8 — (1.2 ) 6.6 Total 29.9 (12.9 ) (1.2 ) 15.8 Total other intangible assets $ 201.1 $ (57.8 ) $ (27.2 ) $ 116.1 Other acquired intangible assets include contract-based and technology-based intangible assets. As part of its acquisition of the remaining 55% interest in Arden Companies in the second quarter of fiscal 2019, the Company acquired approximately $1.0 million of marketing related intangible assets and $9.9 million of customer related intangible assets. See Note 3 – Acquisitions . As part of its acquisition of K&H in the third quarter of fiscal 2017, Bell Nursery in the second quarter of fiscal 2018 and General Pet Supply during the third quarter of fiscal 2018, the Company acquired approximately $9.6 million of marketing related intangible assets, $36.7 million of customer related intangible assets and $3.3 million of other intangible assets. See Note 3 – Acquisitions . As part of its acquisition of Segrest, Inc. in the first quarter of fiscal 2017, the Company acquired approximately $2.0 million of marketing related intangible assets, $27.3 million of customer related intangible assets and $1.3 million of other intangible assets. See Note 3 – Acquisitions . The Company evaluates long-lived assets, including amortizable and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. The Company evaluates indefinite-lived intangible assets on an annual basis. Factors indicating the carrying value of the Company's amortizable intangible assets may not be recoverable were not present in fiscal 2018, and accordingly, no impairment testing was performed on these assets. As a result of one of our retail customers exiting the live fish business, factors indicating the carrying value of certain amortizable intangible assets may not be recoverable were present during the quarter ended March 30, 2019. The Company performed impairment testing on these assets, found the carrying value was not recoverable, and accordingly, recorded an impairment charge in its Pet segment of approximately $2.5 million as part of selling, general and administrative expenses in the consolidated statements of operations for the fiscal year ended September 28, 2019. The Company is currently amortizing its acquired intangible assets with definite lives over periods ranging from three years to 25 years ; over weighted average remaining lives of four years for marketing-related intangibles, 9 years for customer-related intangibles and 10 years for other acquired intangibles. Amortization expense for intangibles subject to amortization was approximately $14.5 million , $12.7 million and $8.8 million , for fiscal 2019 , 2018 and 2017 , respectively, and is classified within operating expenses in the consolidated statements of operations. Estimated annual amortization expense related to acquired intangible assets in each of the succeeding five years is estimated to be approximately $12 million per year from fiscal 2020 through fiscal 2024. . |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Sep. 28, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following: September 28, September 29, (in thousands) Senior notes, interest at 6.125%, payable semi-annually, principal due November 2023 $ 400,000 $ 400,000 Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028 300,000 300,000 Unamortized debt issuance costs (7,158 ) (8,425 ) Net carrying value 692,842 691,575 Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.00% to 1.50% or Base Rate plus a margin of 0.0% to 0.50%, final maturity September 2024 — — Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.50% or Base Rate plus a margin of 0.25% to 0.50%, final maturity April 2021 — — Other notes payable 308 578 Total 693,150 692,153 Less current portion (113 ) (122 ) Long-term portion $ 693,037 $ 692,031 Senior Notes $300 million 5.125% Senior Notes On December 14, 2017, the Company issued $300 million aggregate principal amount of 5.125% senior notes due February 2028 (the "2028 Notes"). The Company will use the net proceeds from the offering to finance future acquisitions and for general corporate purposes. The Company incurred approximately $4.8 million of debt issuance costs in conjunction with this transaction, which included underwriter fees and legal, accounting and rating agency expenses. The debt issuance costs are being amortized over the term of the 2028 Notes. The 2028 Notes require semiannual interest payments on February 1 and August 1, commencing August 1, 2018. The 2028 Notes are unconditionally guaranteed on a senior basis by the Company's existing and future domestic restricted subsidiaries who are borrowers under or guarantors of Central's senior secured revolving credit facility or who guarantee the 2023 Notes. The Company may redeem some or all of the 2028 Notes at any time, at its option, prior to January 1, 2023 at the principal amount plus a “make whole” premium. At any time prior to January 1, 2021, the Company may also redeem, at its option, up to 35% of the original aggregate principal amount of the notes with the proceeds of certain equity offerings at a redemption price of 105.125% of the principal amount of the notes. The Company may redeem some or all of the 2028 Notes, at its option, at any time on or after January 1, 2023 for 102.563% , on or after January 1, 2024 for 101.708% , on or after January 1, 2025 for 100.854% , and on or after January 1, 2026 for 100.0% , plus accrued and unpaid interest. The holders of the 2028 Notes have the right to require us to repurchase all or a portion of the 2028 Notes at a purchase price equal to 101.0% of the principal amount of the notes repurchased, plus accrued and unpaid interest upon the occurrence of a change of control. The 2028 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject to certain baskets and exceptions. The Company was in compliance with all financial covenants as of September 28, 2019 . $400 million 6.125% Senior Notes On November 9, 2015, the Company issued $400 million aggregate principal amount of 6.125% senior notes due November 2023 (the "2023 Notes"). In December 2015, the Company used the net proceeds from the offering, together with available cash, to redeem its $400 million aggregate principal amount of 8.25% senior subordinated notes due March 2018 ("2018 Notes") at a price of 102.063% of the principal amount and to pay fees and expenses related to the offering. The 2023 Notes are unsecured senior obligations and are subordinated to all of the Company’s existing and future secured debt, including the Company’s Credit Facility, to the extent of the value of the collateral securing such indebtedness. The Company incurred approximately $6.3 million of debt issuance costs in conjunction with these transactions, which included underwriter fees and legal, accounting and rating agency expenses. The debt issuance costs are being amortized over the term of the 2023 Notes. The 2023 Notes require semiannual interest payments on May 15 and November 15. The 2023 Notes are unconditionally guaranteed on a senior basis by each of the Company’s existing and future domestic restricted subsidiaries which are borrowers under or guarantors of Central’s senior secured revolving credit facility. The 2023 Notes are unsecured senior obligations and are subordinated to all of the Company’s existing and future secured debt, including the Company’s Credit Facility, to the extent of the value of the collateral securing such indebtedness. The Company may redeem some or all of the 2023 Notes, at its option, at any time on or after November 15, 2019 for 103.063% , on or after November 15, 2020 for 101.531% and on or after November 15, 2021 for 100% , plus accrued and unpaid interest. The holders of the 2023 Notes have the right to require the Company to repurchase all or a portion of the 2023 Notes at a purchase price equal to 101% of the principal amount of the notes repurchased, plus accrued and unpaid interest upon the occurrence of a change of control. The 2023 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject to certain baskets and exceptions. The Company was in compliance with all financial covenants as of September 28, 2019 . Asset-Based Loan Facility Amendment On September 27, 2019, the Company entered into a Second Amended and Restated Credit Agreement (“Amended Credit Agreement”). The Amended Credit Agreement amends and restates the previous credit agreement dated April 22, 2106 and continues to provide up to a $400.0 million principal amount senior secured asset-based revolving credit facility, with up to an additional $200.0 million principal amount available with the consent of the Lenders, as defined, if the Company exercises the accordion feature set forth therein (collectively, the “Amended Credit Facility”). The Amended Credit Facility now matures on September 27, 2024. The Company may borrow, repay and reborrow amounts under the Amended Credit Facility until its maturity date, at which time all amounts outstanding under the Amended Credit Facility must be repaid in full. The Amended Credit Facility is subject to a borrowing base, reduced capacity due to reserves and certain other restrictions. The borrowing base is calculated using a formula initially based upon eligible receivables and inventory minus certain reserves, and was $400.0 million at closing. The Amended Credit Facility also allows the Company to add real property to the borrowing base so long as the real property is subject to a first priority lien in favor of the Administrative Agent for the benefit of the Lenders. The Company did not draw down any commitments under the Amended Credit Facility upon closing. Proceeds of the Amended Credit Facility will be used for general corporate purposes. The Amended Credit Facility includes a $50 million sublimit for the issuance of standby letters of credit and an increased $40 million sublimit for short-notice borrowings. As of September 28, 2019 , there were no borrowings outstanding and no letters of credit outstanding under the Credit Facility. There were other letters of credit of $3.2 million outstanding as of September 28, 2019 . Borrowings under the Amended Credit Facility will bear interest at an index based on LIBOR or, at the option of the Company, the Base Rate (defined as the highest of (a) the SunTrust prime rate, (b) the Federal Funds Rate plus 0.50% , (c) one-month LIBOR plus 1.00% ), plus, in either case, an applicable margin based on the Company’s consolidated senior leverage ratio and (d) 0.00% . Such applicable margin for LIBOR-based borrowings fluctuates between 1.00% - 1.50% (previously between 1.25% and 1.50% ) and was 1.00% at the time of closing, and such applicable margin for Base Rate borrowings fluctuates between 0.00% - 0.50% (previously 0.25% - 0.50% ), and was 0.00% at closing. An unused line fee shall be payable monthly in respect of the total amount of the unutilized Lenders’ commitments and short-notice borrowings under the Amended Credit Facility. Letter of credit fees at the applicable margin on the average undrawn and unreimbursed amount of letters of credit shall be payable monthly and a facing fee of 0.125% shall be paid on demand for the stated amount of each letter of credit. The Company is also required to pay certain fees to the administrative agent under the Amended Credit Facility. As of September 28, 2019 , the applicable interest rate related to Base Rate borrowings was 5.0% , and the applicable interest rate related to LIBOR-based borrowings was 3.0% . The Company incurred approximately $1.6 million of debt issuance costs in conjunction with this transaction, which included underwriter fees and legal expenses. The debt issuance costs are being amortized over the term of the Amended Credit Facility. T he Amended Credit Facility continues to contain customary covenants, including financial covenants which require the Company to maintain a minimum fixed charge coverage ratio of 1.00 : 1.00 upon triggered quarterly testing (e.g. when availability falls below certain thresholds established in the agreement), reporting requirements and events of default. The Amended Credit Facility is secured by substantially all assets of the borrowing parties, including (i) pledges of 100% of the stock or other equity interest of each domestic subsidiary that is directly owned by such entity and (ii) 65% of the stock or other equity interest of each foreign subsidiary that is directly owned by such entity. The Company was in compliance with all financial covenants under the Amended Credit Facility during the period ended September 28, 2019 . The scheduled principal repayments on long-term debt as of September 28, 2019 are as follows: (in thousands) Fiscal year: 2020 $ 113 2021 97 2022 80 2023 18 2024 400,000 Thereafter 300,000 Total $ 700,308 (1) (1) Debt repayments do not reflect the unamortized portion of deferred financing costs associated with the 2023 Notes and 2028 Notes of $7.1 million as of September 28, 2019 , of which, $3.2 million is amortizable until November 2023, and $3.9 million is amortizable until February 2028 and is included in the carrying value. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 28, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments Letters of credit – The Company had $3.2 million of outstanding letters of credit related to normal business transactions at September 28, 2019 . These agreements require the Company to maintain specified amounts of cash as collateral in segregated accounts to support the letters of credit issued thereunder, which will affect the amount of cash the Company has available for other uses. The amount of cash collateral in these segregated accounts was $12.9 million and $ 10.9 million as of September 28, 2019 and September 29, 2018 , respectively, and is reflected in “Restricted cash” on the Company's consolidated balance sheets. Purchase commitments – Production and purchase agreements (primarily for grass seed and grains) entered into in the ordinary course of business may obligate the Company to make future purchases based on estimated yields. The terms of these contracts vary; some have fixed prices or quantities while others have variable pricing and quantities. For certain agreements, management estimates are used to develop the quantities and pricing for anticipated purchases, and future purchases could vary significantly from such estimates. Leases – The Company has operating lease agreements principally for office and warehouse facilities and equipment. Such leases have remaining terms of one to 10 years . Rental expense was $41.7 million for fiscal 2019 , $35.4 million for fiscal 2018 and $31.7 million for fiscal 2017 and is included in cost of goods sold and occupancy or selling, general and administrative expenses in the Company's consolidated statements of operations. Certain facility leases have renewal options and include escalation clauses. Minimum lease payments include scheduled rent increases pursuant to these fixed escalation provisions. Aggregate minimum annual payments on non-cancelable operating leases at September 28, 2019 are as follows: (in thousands) Fiscal year: 2020 $ 38,022 2021 29,353 2022 21,818 2023 11,265 2024 7,861 Thereafter 20,724 Total $ 129,043 Contingencies The Company may from time to time become involved in legal proceedings in the ordinary course of business. Currently, the Company is not a party to any legal proceedings the resolution of which management believes could have a material effect on the Company’s financial position or results of operations with the exception of the proceeding below. In 2012, Nite Glow Industries, Inc and its owner, Marni Markell, (“Nite Glow”) filed suit in the United States District Court for New Jersey against the Company alleging that the applicator developed and used by the Company for certain of its branded topical flea and tick products infringes a patent held by Nite Glow and asserted related claims for breach of contract and misappropriation of confidential information based on the terms of a Non-Disclosure Agreement. On June 27, 2018, a jury returned a verdict in favor of Nite Glow on each of the three claims and awarded damages of approximately $12.6 million . The case is currently in the post-trial motion phase of proceedings and is expected to proceed to appeal once all such motions have been resolved. Unless the verdicts are over-turned in the post-trial proceedings, the Company intends to vigorously pursue its rights on appeal and believes that it will prevail on the merits. While the Company believes that the ultimate resolution of this matter will not have a material impact on the Company's consolidated financial statements, the outcome of litigation is inherently uncertain and the final resolution of this matter may result in expense to the Company in excess of management's expectations. During fiscal 2013, the Company received notices from several states stating that they have appointed an agent to conduct an examination of the books and records of the Company to determine whether it has complied with state unclaimed property laws. In addition to seeking unclaimed property subject to escheat laws, the states may seek interest, penalties and other relief. The examinations are at an early stage and, as such, management is unable to determine the impact, if any, on the Company’s financial position or results of operations. The Company has experienced, and may in the future experience, issues with products that may lead to product liability, recalls, withdrawals, replacements of products, or regulatory actions by governmental authorities. The Company has not experienced recent issues with products, the resolution of which management believes would have a material effect on the Company’s financial position or results of operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 28, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income tax expense (benefit) consists of the following: Fiscal Year Ended September 28, September 29, September 30, (in thousands) Current: Federal $ 17,048 $ 5,728 $ 32,755 State 2,728 2,319 3,034 Foreign 169 91 121 Total 19,945 8,138 35,910 Deferred: Federal 4,278 (3,676 ) 11,227 State 2,380 (1,162 ) (1,038 ) Foreign 1 5 600 Total 6,659 (4,833 ) 10,789 Total $ 26,604 $ 3,305 $ 46,699 A reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate is as follows: Fiscal Year Ended September 28, September 29, September 30, Statutory federal income tax rate 21.0 % 24.5 % 35.0 % State income taxes, net of federal benefit 4.3 0.9 2.4 Other permanent differences 0.7 (0.1 ) 0.3 Adjustment of prior year accruals (0.6 ) — (0.3 ) Credits (0.9 ) (0.8 ) (0.6 ) Rate change - Tax reform — (16.9 ) — Stock based compensation (1.6 ) (5.4 ) — Other (0.6 ) 0.4 0.1 Effective income tax rate 22.3 % 2.6 % 36.9 % Deferred income taxes reflect the impact of “temporary differences” between asset and liability amounts for financial reporting purposes and such amounts as determined based on existing tax laws. The tax effect of temporary differences and carryforwards which give rise to deferred tax assets and liabilities are as follows: September 28, 2019 September 29, 2018 Deferred Tax Assets Deferred Tax Liabilities Deferred Tax Assets Deferred Tax Liabilities (in thousands) Allowance for doubtful accounts $ 5,029 $ — $ 5,613 $ — Inventory write-downs 8,374 — 6,819 — Prepaid expenses — 2,060 — 1,408 Nondeductible reserves 3,968 — 983 — State taxes 39 — 74 — Employee benefits 5,704 — 5,578 — Depreciation and amortization — 77,901 — 65,983 Equity loss 884 — 2,053 — State net operating loss carryforward 6,579 — 6,722 — Stock based compensation 3,538 — 2,541 — State credits 2,819 — 2,742 — Other 4,774 — 4,240 — Valuation allowance (7,179 ) — (6,809 ) — Total $ 34,529 $ 79,961 $ 30,556 $ 67,391 The Company has state tax net operating losses of $109.6 million , which expire at various times between 2019 and 2039 , and foreign losses of $4.5 million , which do not expire. The Company has state income tax credits of $3.6 million , which expire at various times beginning in 2019 through 2039 . In evaluating the Company’s ability to recover its deferred tax assets, the Company considers all available positive and negative evidence including past operating results, future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance against any deferred tax assets. The Company has determined there will be insufficient future separate state and foreign taxable income for the separate parent company and foreign subsidiaries to realize the deferred tax assets. Therefore, valuation allowances of $7.2 million and $6.8 million (net of federal impact) at September 28, 2019 and September 29, 2018 , respectively, have been provided to reduce state deferred tax assets to amounts considered recoverable. The Company classifies uncertain tax positions as non-current income tax liabilities unless expected to be paid within one year . The Company recognizes interest and/or penalties related to income tax matters as a component of pretax income. As of September 28, 2019 and September 29, 2018 , accrued interest was less than $0.1 million and no penalties were accrued related to uncertain tax positions. The following table, which excludes interest and penalties, summarizes the activity related to the Company’s unrecognized tax benefits for fiscal years ended September 28, 2019 and September 29, 2018 (in thousands): Balance as of September 30, 2017 $ 325 Increases related to prior year tax positions 138 Increases related to current year tax positions 83 Decreases related to prior year tax positions (28 ) Settlements — Decreases related to lapse of statute of limitations — Balance as of September 29, 2018 $ 518 Increases related to prior year tax positions 8 Increases related to current year tax positions 81 Decreases related to prior year tax positions — Settlements (124 ) Decreases related to lapse of statute of limitations — Balance as of September 28, 2019 $ 483 As of September 28, 2019 , unrecognized income tax benefits totaled approximately $0.5 million and all of the unrecognized tax benefits would, if recognized, impact the Company’s effective income tax rate. The Company is principally subject to taxation by the United States and various states within the United States. The Company’s tax filings in major jurisdictions are open to examination by tax authorities by the Internal Revenue Service from fiscal year ended 2016 forward and in various state taxing authorities generally from fiscal year ended 2015 forward. The Company believes there is a reasonable chance that its unrecognized tax benefits will decrease by $0.2 million within the next twelve months. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Sep. 28, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company’s 2003 Omnibus Equity Incentive Plan (the “2003 Plan”), as amended, allows for the grant of options, restricted stock and certain other specified types of awards to key employees, directors and consultants of the Company. The 2003 Plan is administered by the Compensation Committee of the Board of Directors, which is comprised only of independent directors, and which must approve individual awards to be granted, vesting and exercise of share conditions. There is a total of 5.8 million shares of Common Stock, 19.7 million shares of Class A Common Stock and 500,000 shares of Preferred Stock authorized under the 2003 Plan. If and when the Company issues any shares of Preferred Stock under the 2003 Plan, it will reduce the amount of Class A Common Stock available for future issuance in an amount equal to the number of shares of Class A Common Stock that are issuable upon conversion of such Preferred Stock. The Company has a Nonemployee Director Equity Incentive Plan (the “Director Plan”) which provides for the grant of options and restricted stock to nonemployee directors of the Company. The Director Plan, as amended, provides for the granting to each independent director of options to purchase a number of shares equal to $200,000 divided by the fair market value of the Company’s common stock on the date of each annual meeting of stockholders and a number of shares of restricted stock equal to 20,000 divided by such fair market value. As of September 28, 2019 , there were approximately 3.6 million shares of Class A Common Stock, no shares of Common Stock and no shares of Preferred Stock reserved for outstanding equity awards, and there were approximately 4.6 million shares of Common Stock, 10.7 million shares of Class A Common Stock and 0.5 million shares of Preferred Stock remaining for future awards. Stock Option Awards The Company recognized stock-based compensation expense of $14.7 million , $11.6 million , and $11.1 million for the years ended September 28, 2019 , September 29, 2018 and September 30, 2017 , respectively, as a component of selling, general and administrative expenses. Share-based compensation expense in fiscal 2019 , 2018 and 2017 consisted of $4.5 million , $3.9 million , and $2.9 million , respectively, for stock options, and $6.0 million , $5.4 million and $5.8 million , respectively, for stock awards. Share-based compensation expense in fiscal 2019 , 2018 and 2017 also includes $4.2 million , $2.3 million and $2.4 million , respectively, for the Company’s 401(k) matching contributions. During fiscal 2019 , the Company granted time-based stock options with an exercise price based on the closing fair market value on the date of the grant. The majority of the options granted in fiscal 2019 vest in four annual installments commencing approximately one year from the date of grant and expire approximately six years after the grant date. The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. Expected stock price volatilities are estimated based on the historical volatility of the Company’s stock price. The expected term of options granted is based on analyses of historical employee termination rates, option exercises and the contractual term of the option. The risk-free rates are based on U.S. Treasury yields, for notes with comparable terms as the option grants, in effect at the time of the grant. For purposes of this valuation model, no dividends have been assumed. The Company’s calculations were made using the Black-Scholes option pricing model with the following weighted average assumptions: expected life from the date of grant 3.7 years in fiscal 2019 , 2018 and 2017 ; stock price volatility, 30.4% in fiscal 2019 , 31.6% in fiscal 2018 , and 31.5% in fiscal 2017 ; risk free interest rates, 2.5% in fiscal 2019 , 2.4% in fiscal 2018 and 2% in 2017 ; and no dividends during the expected term. The following table summarizes option activity for the period ended September 28, 2019 : Number of Shares (in thousands) Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (in thousands) Outstanding at September 29, 2018 2,329 $ 22.56 4 years $ 26,543 Granted 818 $ 27.00 Exercised (431 ) $ 12.53 Canceled or expired (167 ) $ 28.09 Outstanding at September 28, 2019 2,549 $ 25.32 4 years $ 12,498 Exercisable at September 30, 2017 458 $ 10.80 2 years 12,097 Exercisable at September 29, 2018 636 $ 16.35 3 years 10,731 Exercisable at September 28, 2019 957 21.08 3 years 8,589 Expected to vest after September 28, 2019 1,455 27.87 4 years 3,572 The prices of options to purchase shares of common stock and Class A common stock outstanding at September 28, 2019 , September 29, 2018 and September 30, 2017 were between $8.56 to $38.10 per share, $6.43 to $38.10 per share and $6.43 to $33.15 per share, respectively. The weighted average grant date fair value of options granted during the fiscal years ended September 28, 2019 , September 29, 2018 and September 30, 2017 was $7.28 , $9.80 and $8.14 , respectively. The total intrinsic value of options exercised during the fiscal years ended September 28, 2019 , September 29, 2018 and September 30, 2017 was $6.7 million , $16.6 million , and $44.0 million , respectively. As of September 28, 2019 , there was $9.0 million of total unrecognized compensation cost related to nonvested stock options, which is expected to be recognized over a remaining weighted average vesting period of three years . Restricted Stock Awards As of September 28, 2019 and September 29, 2018 , there were approximately 1.1 million and 0.9 million , respectively, of restricted stock awards outstanding. Awards granted in fiscal 2019 and 2018 generally vest within four or five years from the date of grant. Restricted stock award activity during the period ended September 28, 2019 is summarized as follows: Number of Shares Weighted Average Grant Date Fair Value per Share (in thousands) Nonvested at September 29, 2018 874 $ 22.37 Granted 547 $ 26.05 Vested (317 ) $ 14.19 Forfeited (21 ) $ 23.95 Nonvested at September 28, 2019 1,083 $ 26.60 As of September 28, 2019 , there was $21.9 million of unrecognized compensation cost related to nonvested restricted stock awards, which is expected to be recognized over a weighted average period of four years . |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Sep. 28, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity At September 28, 2019 and September 29, 2018 , there were 80,000,000 shares of common stock ( $0.01 par value) authorized, of which 11,543,969 and 12,145,135 , respectively, were outstanding, and 100,000,000 shares of non-voting Class A common stock ( $0.01 par value) authorized, of which 42,968,493 and 43,953,265 , respectively, were outstanding. The preferences and relative rights of the Class A common stock are identical to common stock in all respects, except that the Class A common stock generally has no voting rights unless otherwise required by Delaware law. There are 3,000,000 shares of Class B stock ( $0.01 par value) authorized, of which 1,652,262 were outstanding at September 28, 2019 and September 29, 2018 . The voting powers, preferences and relative rights of the Class B stock are identical to common stock in all respects except that (i) the holders of common stock are entitled to one vote per share and the holders of Class B stock are entitled to the lesser of ten votes per share or 49% of the total votes cast, (ii) stock dividends on common stock may be paid only in shares of common stock and stock dividends on Class B stock may be paid only in shares of Class B stock and (iii) shares of Class B stock have certain conversion rights and are subject to certain restrictions on ownership and transfer. Each share of Class B stock is convertible into one share of common stock, at the option of the holder. Additional shares of Class B stock may only be issued with majority approval of the holders of the common stock and Class B stock, voting as separate classes. There are 1,000,000 shares of preferred stock ( $0.01 par value) authorized, of which none were outstanding at September 28, 2019 and September 29, 2018 . In August 2018, the Company closed an underwritten public offering of its Class A common stock pursuant to a registration statement on Form S-3. The Company issued and sold an aggregate of 5,500,000 shares of common stock under the registration statement at a public offering price of $37.00 per share, including 550,000 shares issued upon exercise by the underwriters of their option to purchase additional shares. The Company received net proceeds of approximately $195.6 million after deducting underwriting discounts and commissions and other offering expenses payable by the Company. During fiscal 2011, the Company’s Board of Directors authorized a $100 million share repurchase program, in part, to minimize the dilutive impact of the Company’s stock-based equity compensation programs over time, which was fully utilized in the fourth quarter of fiscal 2019. During fiscal 2019 , the Company repurchased approximately 0.6 million shares of its voting common stock (CENT) on the open market at an aggregate cost of approximately $14.7 million , or approximately $24.41 per share, and approximately 1.8 million shares of its non-voting common stock (CENTA) on the open market at an aggregate cost of approximately $43.4 million , or $24.69 per share. In August 2019, the Company's Board of Directors authorized a new share repurchase program to purchase up to $100 million of its common stock (the "2019 Repurchase Authorization"). The 2019 Repurchase Authorization has no fixed expiration date and expires when the amount authorized has been used or the Board withdraws its authorization. As of September 28, 2019, the Company had $100 million remaining under its 2019 Repurchase Authorization. In February 2019, the Board of Directors authorized the Company to make supplemental purchases to minimize dilution resulting from issuances under its equity compensation plans (the "Equity Dilution Authorization"). In addition to the Company's regular share repurchase program, it is permitted to purchase annually a number of shares equal to the number of shares of restricted stock or stock options granted in the prior fiscal year, to the extent not already repurchased, and the current fiscal year. The Equity Dilution Authorization has no fixed expiration date and expires when the Board withdraws its authorization. As of September 28, 2019, the Company had authorization remaining from the fiscal 2019 and 2018 equity plan activity to repurchase up to 1.2 million shares under its Equity Dilution Authorization. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Sep. 28, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share (EPS) computations: Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended Net Income Shares Per Share Net Income Shares Per Share Net Income Shares Per Share (in thousands, except per share amounts) Basic EPS: Net income available to common shareholders $ 92,786 56,770 $ 1.63 $ 123,594 51,716 $ 2.39 $ 78,828 50,230 $ 1.57 Effect of dilutive securities: Options to purchase common stock 509 (0.01 ) 996 (0.05 ) 992 (0.03 ) Restricted shares 332 (0.01 ) 629 (0.02 ) 598 (0.02 ) Diluted EPS: Net income available to common shareholders $ 92,786 57,611 $ 1.61 $ 123,594 53,341 $ 2.32 $ 78,828 51,820 $ 1.52 For fiscal 2019, options to purchase 1.1 million shares were not included in the computation of diluted earnings per share because the option exercise prices were greater than the average market price of the common shares and, therefore, the effect of including these options would be anti-dilutive. For fiscal 2018, options to purchase two thousand shares were not included in the computation of diluted earnings per share because the option exercise prices were greater than the average market price of the common shares and, therefore, the effect of including these options would be anti-dilutive. For fiscal 2017, options to purchase 31 thousand |
Quarterly Financial Data - Unau
Quarterly Financial Data - Unaudited | 12 Months Ended |
Sep. 28, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data - Unaudited | Quarterly Financial Data – Unaudited Fiscal 2019 1 st Quarter 2 nd Quarter 3 rd Quarter 4 th Quarter (in thousands, except per share amounts) Net sales $ 461,990 $ 673,701 $ 706,575 $ 540,744 Gross profit 130,182 206,051 219,284 148,524 Net income attributable to Central Garden & Pet Company 1,803 42,391 46,152 2,440 Net income per share: Basic $ 0.03 $ 0.74 $ 0.81 $ 0.04 Diluted $ 0.03 $ 0.73 $ 0.80 $ 0.04 Weighted average common shares outstanding: Basic 56,903 57,050 57,319 56,017 Diluted 58,001 58,026 57,985 56,618 Fiscal 2018 1 st Quarter 2 nd Quarter 3 rd Quarter 4 th Quarter (in thousands, except per share amounts) Net sales $ 442,011 $ 613,094 $ 657,943 $ 502,314 Gross profit 131,837 194,457 202,064 147,018 Net income (loss) attributable to Central Garden & Pet Company 26,247 (1 ) 45,234 41,545 10,568 (1 ) Net income (loss) per share: Basic $ 0.52 $ 0.89 $ 0.81 $ 0.20 Diluted $ 0.50 (1 ) $ 0.86 $ 0.79 $ 0.19 (1 ) Weighted average common shares outstanding: Basic 50,730 50,871 51,134 54,059 Diluted 52,695 52,658 52,575 55,376 (1) Net income attributable to Central Garden & Pet Company was impacted by a provisional tax benefit of $16.3 million recorded in the first quarter of fiscal 2018 and a tax benefit of $5.2 million recorded in the fourth quarter of fiscal 2018, for a total fiscal 2018 year-to-date tax benefit of $21.5 million |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Sep. 28, 2019 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | Transactions with Related Parties During fiscal 2019 , 2018 and 2017 , Tech Pac, a subsidiary of the Company, made purchases from Contract Packaging, Inc, (“CPI”), Tech Pac’s principal supplier and a minority 20% shareholder in Tech Pac. Tech Pac’s total purchases from CPI were approximately $32.5 million , $51.1 million and $37.0 million for fiscal years 2019 , 2018 and 2017 , respectively. Amounts due from CPI as of September 28, 2019 and September 29, 2018 were $0.3 million and $2.1 million , respectively. |
Business Segment Data
Business Segment Data | 12 Months Ended |
Sep. 28, 2019 | |
Segment Reporting [Abstract] | |
Business Segment Data | Business Segment Data The Company’s chief operating decision-maker is its Chief Executive Officer. Operating segments are managed separately because each segment represents a strategic business that offers different products or services. The Company’s chief operating decision maker evaluates performance based on operating income or loss. The Company’s Corporate division is included in the following presentation since certain expenses of this division are not allocated separately to the two operating segments. Segment assets exclude cash equivalents, short-term investments, goodwill, and deferred taxes. Management has determined that the Company has two operating segments which are also reportable segments based on the level at which the chief operating decision maker reviews the results of operations to make decisions regarding performance assessment and resource allocation. These operating segments are the Pet segment and the Garden segment. Substantially all of the Company’s assets and operations relate to its business in the United States. The Pet segment consists of DMC, K&H Manufacturing, Four Paws Products, TFH Publications, Kaytee, C&S Products, Aquatics, Interpet, IMS, Pets International, Breeder’s Choice, Life Sciences, and Segrest. These businesses are engaged in the manufacturing, purchase, sale and delivery of internally and externally produced pet supplies, books, food, live fish and small animals principally to independent pet distributors, national and regional retail chains, grocery stores, mass merchants and bookstores. The Garden segment consists of Pennington Seed, Hydro Organics, AMBRANDS, Lilly Miller, the Pottery Group, Bell Nursery, Arden Companies and Gulfstream. Products manufactured, designed and sourced, grown or distributed are products found typically in the lawn and garden sections of mass merchandisers, warehouse-type clubs, home improvement centers and nurseries and include grass seed, bird feed, terra cotta pottery, live plants, herbicides and insecticides. These products are sold directly to national and regional retail chains, independent garden distributors, grocery stores, nurseries and garden supply retailers. The Corporate division includes expenses associated with corporate functions and projects, certain employee benefits, interest income, interest expense and inter-segment eliminations. The following table indicates each class of similar products which represented approximately 10% or more of the Company’s consolidated net sales in the fiscal years presented (in millions). Category 2019 2018 2017 Other pet products $ 613.4 $ 606.7 $ 603.6 Other garden products 560.8 445.7 377.0 Other manufacturers' products 504.5 454.3 409.0 Dog & cat products 452.1 445.1 405.1 Controls & fertilizer products 252.2 263.6 259.8 Total $ 2,383.0 $ 2,215.4 $ 2,054.5 See Note 4 - Concentration of Credit Risk and Significant Customers and Suppliers for the Company’s largest customers by segment. Financial information relating to the Company’s business segments for each of the three most recent fiscal years is presented in the table below (in thousands): Fiscal Year Ended September 28, 2019 September 29, 2018 September 30, 2017 Net sales: Pet segment $ 1,384,686 $ 1,340,899 $ 1,246,354 Garden segment 998,324 874,463 808,124 Total $ 2,383,010 $ 2,215,362 $ 2,054,478 Operating income (loss): Pet segment $ 122,727 (1) $ 140,353 $ 131,622 Garden segment 102,170 95,551 87,298 Corporate (72,829 ) (68,568 ) (62,808 ) Total 152,068 167,336 156,112 Interest expense (42,614 ) (39,196 ) (28,209 ) Interest income 9,554 3,145 147 Other income (expense), net 243 (3,860 ) (1,621 ) Income before income taxes and noncontrolling interest 119,251 127,425 126,429 Income tax expense 26,604 3,305 46,699 Net income including noncontrolling interest 92,647 124,120 79,730 Net income (loss) attributable to noncontrolling interest (139 ) 526 902 Net income attributable to Central Garden & Pet Company $ 92,786 $ 123,594 $ 78,828 Assets: Pet segment $ 734,380 $ 683,938 $ 612,337 Garden segment 463,889 407,483 311,026 Corporate and eliminations 826,751 815,788 383,543 Total $ 2,025,020 $ 1,907,209 $ 1,306,906 Depreciation and amortization: Pet segment $ 32,803 $ 29,889 $ 26,044 Garden segment 11,959 8,744 6,267 Corporate 6,066 8,566 10,408 Total $ 50,828 $ 47,199 $ 42,719 Expenditures for long-lived assets: Pet segment $ 20,793 $ 26,979 $ 38,970 Garden segment 9,068 8,016 4,948 Corporate 1,716 2,850 741 Total $ 31,577 $ 37,845 $ 44,659 Noncontrolling interest is associated with the Garden segment. (1) Includes a $2.5 million impairment charge in fiscal 2019. |
Consolidating Condensed Financi
Consolidating Condensed Financial Information of Guarantor Subsidiaries | 12 Months Ended |
Sep. 28, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
Consolidating Condensed Financial Information of Guarantor Subsidiaries | Consolidating Condensed Financial Information of Guarantor Subsidiaries Certain 100% wholly-owned subsidiaries of the Company (as listed below, collectively the “Guarantor Subsidiaries”) have guaranteed fully and unconditionally, on a joint and several basis, the obligation to pay principal and interest on the Company’s 2023 and 2028 Notes. Certain subsidiaries and operating divisions are not guarantors of the Notes. Those subsidiaries that are guarantors and co-obligors of the Notes are as follows: Arden Companies, LLC C&S Products Co., Inc. Farnam Companies, Inc. Four Paws Products Ltd. Gulfstream Home & Garden, Inc. Hydro-Organics Wholesale, Inc. IMS Trading, LLC IMS Southern, LLC K&H Manufacturing, LLC Kaytee Products, Inc. Matson, LLC New England Pottery, LLC Pennington Seed, Inc. (including Gro Tec, Inc., NEXGEN Turf Research, LLC and All-Glass Aquarium Co., Inc.) Pets International, Ltd. Segrest, Inc. (including Blue Springs Hatchery, Inc., Segrest Farms, Inc., Florida Tropical Distributors International, Inc., Sun Pet, Ltd, Aquatica Tropicals, Inc., Quality Pets, LLC, Midwest Tropicals, LLC) T.F.H. Publications, Inc. Wellmark International (including B2E Corporation, B2E Microbials, LLC, B2E Manufacturing, LLC, Four Star Microbial Products, LLC and B2E Biotech LLC) In lieu of providing separate audited financial statements for the Guarantor Subsidiaries, the Company has included the accompanying consolidating condensed financial statements based on the Company’s understanding of the Securities and Exchange Commission’s interpretation and application of Rule 3-10 of the Securities and Exchange Commission’s Regulation S-X. CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Fiscal Year Ended September 28, 2019 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 764,991 $ 191,442 $ 1,496,962 $ (70,385 ) $ 2,383,010 Cost of goods sold and occupancy 592,916 150,067 1,000,994 (65,008 ) 1,678,969 Gross profit 172,075 41,375 495,968 (5,377 ) 704,041 Selling, general and administrative expenses 181,894 42,213 333,243 (5,377 ) 551,973 Operating income (loss) (9,819 ) (838 ) 162,725 — 152,068 Interest expense (42,078 ) (802 ) 266 — (42,614 ) Interest income 9,608 19 (73 ) — 9,554 Other income (expense) 190 (575 ) 628 — 243 Income (loss) before taxes and equity in earnings of affiliates (42,099 ) (2,196 ) 163,546 — 119,251 Income tax expense (benefit) (9,324 ) (179 ) 36,107 — 26,604 Equity in earnings of affiliates 125,561 — (230 ) (125,331 ) — Net income including noncontrolling interest 92,786 (2,017 ) 127,209 (125,331 ) 92,647 Noncontrolling interest — (139 ) — — (139 ) Net income attributable to Central Garden & Pet Company $ 92,786 $ (1,878 ) $ 127,209 $ (125,331 ) $ 92,786 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Fiscal Year Ended September 29, 2018 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 730,439 $ 167,584 $ 1,397,688 $ (80,349 ) $ 2,215,362 Cost of goods sold and occupancy 568,145 128,944 917,276 (74,379 ) 1,539,986 Gross profit 162,294 38,640 480,412 (5,970 ) 675,376 Selling, general and administrative expenses 167,849 33,118 313,043 (5,970 ) 508,040 Operating income (loss) (5,555 ) 5,522 167,369 — 167,336 Interest expense (38,855 ) (547 ) 206 — (39,196 ) Interest income 3,138 6 1 — 3,145 Other income (expense) (4,269 ) (236 ) 645 — (3,860 ) Income (loss) before taxes and equity in earnings of affiliates (45,541 ) 4,745 168,221 — 127,425 Income tax expense (benefit) (1,138 ) 79 4,364 — 3,305 Equity in earnings of affiliates 167,997 — 1,133 (169,130 ) — Net income including noncontrolling interest 123,594 4,666 164,990 (169,130 ) 124,120 Noncontrolling interest — 526 — — 526 Net income (loss) attributable to Central Garden & Pet Company $ 123,594 $ 4,140 $ 164,990 $ (169,130 ) $ 123,594 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Fiscal Year Ended September 30, 2017 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 685,998 $ 79,681 $ 1,370,335 $ (81,536 ) $ 2,054,478 Cost of goods sold and occupancy 534,682 60,788 901,959 (75,759 ) 1,421,670 Gross profit 151,316 18,893 468,376 (5,777 ) 632,808 Selling, general and administrative expenses 154,267 18,416 309,790 (5,777 ) 476,696 Operating income (loss) (2,951 ) 477 158,586 — 156,112 Interest expense (28,051 ) (294 ) 136 — (28,209 ) Interest income 146 1 — — 147 Other income (expense) (2,379 ) 844 (86 ) — (1,621 ) Income (loss) before taxes and equity in earnings of affiliates (33,235 ) 1,028 158,636 — 126,429 Income tax expense (benefit) (11,981 ) 1,466 57,214 — 46,699 Equity in earnings of affiliates 100,082 — 420 (100,502 ) — Net income including noncontrolling interest 78,828 (438 ) 101,842 (100,502 ) 79,730 Noncontrolling interest — 902 — — 902 Net income (loss) attributable to Central Garden & Pet Company $ 78,828 $ (1,340 ) $ 101,842 $ (100,502 ) $ 78,828 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Fiscal Year Ended September 28, 2019 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ 92,786 $ (2,017 ) $ 127,209 $ (125,331 ) $ 92,647 Other comprehensive loss: Foreign currency translation (458 ) (299 ) (48 ) 347 (458 ) Total comprehensive income (loss) 92,328 (2,316 ) 127,161 (124,984 ) 92,189 Comprehensive loss attributable to noncontrolling interests — (139 ) — — (139 ) Comprehensive income (loss) attributable to Central Garden & Pet Company $ 92,328 $ (2,177 ) $ 127,161 $ (124,984 ) $ 92,328 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Fiscal Year Ended September 29, 2018 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income $ 123,594 $ 4,666 $ 164,990 $ (169,130 ) $ 124,120 Other comprehensive loss: Foreign currency translation (267 ) (145 ) (67 ) 212 (267 ) Total comprehensive income 123,327 4,521 164,923 (168,918 ) 123,853 Comprehensive income attributable to noncontrolling interests — 526 — — 526 Comprehensive income attributable to Central Garden & Pet Company $ 123,327 $ 3,995 $ 164,923 $ (168,918 ) $ 123,327 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Fiscal Year Ended September 30, 2017 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ 78,828 $ (438 ) $ 101,842 $ (100,502 ) $ 79,730 Other comprehensive Income: Foreign currency translation 343 169 108 (277 ) 343 Total comprehensive income (loss) 79,171 (269 ) 101,950 (100,779 ) 80,073 Comprehensive income attributable to noncontrolling interests — 902 — — 902 Comprehensive income (loss) attributable to Central Garden & Pet Company $ 79,171 $ (1,171 ) $ 101,950 $ (100,779 ) $ 79,171 CONSOLIDATING CONDENSED BALANCE SHEET September 28, 2019 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 489,590 $ 7,308 $ 851 $ — $ 497,749 Restricted cash 12,952 — — — 12,952 Accounts receivable, net 99,372 11,551 189,212 — 300,135 Inventories, net 121,344 30,826 314,027 — 466,197 Prepaid expenses and other assets 9,339 1,241 19,580 — 30,160 Total current assets 732,597 50,926 523,670 — 1,307,193 Land, buildings, improvements and equipment, net 27,395 35,854 182,156 — 245,405 Goodwill 20,578 7,414 258,085 — 286,077 Other long term assets 55,690 5,487 139,138 (13,970 ) 186,345 Intercompany receivable 37,544 — 879,231 (916,775 ) — Investment in subsidiaries 1,784,750 — — (1,784,750 ) — Total $ 2,658,554 $ 99,681 $ 1,982,280 $ (2,715,495 ) $ 2,025,020 LIABILITIES AND EQUITY Accounts payable $ 47,506 $ 6,895 $ 94,845 $ — $ 149,246 Accrued expenses and other liabilities 54,623 4,814 69,729 — 129,166 Current portion of long term debt 113 — — — 113 Total current liabilities 102,242 11,709 164,574 — 278,525 Long-term debt 693,037 — — — 693,037 Intercompany payable 858,673 58,102 — (916,775 ) — Losses in excess of investment in subsidiaries — — 25,567 (25,567 ) — Other long-term obligations 8,595 — 62,656 (13,970 ) 57,281 Shareholders’ equity attributable to Central Garden & Pet 996,007 29,700 1,729,483 (1,759,183 ) 996,007 Noncontrolling interest — 170 — — 170 Total equity 996,007 29,870 1,729,483 (1,759,183 ) 996,177 Total $ 2,658,554 $ 99,681 $ 1,982,280 $ (2,715,495 ) $ 2,025,020 CONSOLIDATING CONDENSED BALANCE SHEET September 29, 2018 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 474,210 $ 6,005 $ 1,891 $ — $ 482,106 Restricted cash 10,899 — — — 10,899 Accounts receivable, net 94,657 9,647 171,604 — 275,908 Inventories, net 123,178 32,556 272,089 — 427,823 Prepaid expenses and other assets 6,304 1,455 12,803 — 20,562 Total current assets 709,248 49,663 458,387 — 1,217,298 Land, buildings, improvements and equipment, net 33,484 33,840 150,323 — 217,647 Goodwill 20,578 7,414 253,185 — 281,177 Other long term assets 62,199 7,469 133,145 (11,726 ) 191,087 Intercompany receivable 40,365 — 769,886 (810,251 ) — Investment in subsidiaries 1,618,378 — — (1,618,378 ) — Total $ 2,484,252 $ 98,386 $ 1,764,926 $ (2,440,355 ) $ 1,907,209 LIABILITIES AND EQUITY Accounts payable $ 33,122 $ 4,759 $ 72,378 $ — $ 110,259 Accrued expenses and other liabilities 44,142 4,746 53,695 — 102,583 Current portion of long term debt 116 — 6 — 122 Total current liabilities 77,380 9,505 126,079 — 212,964 Long-term debt 691,869 — 162 — 692,031 Intercompany payable 753,933 56,318 — (810,251 ) — Losses in excess of investment in subsidiaries — — 25,036 (25,036 ) — Other long-term obligations 8,621 — 52,485 (11,726 ) 49,380 Shareholders’ equity attributable to Central Garden & Pet 952,449 32,178 1,561,164 (1,593,342 ) 952,449 Noncontrolling interest — 385 — — 385 Total equity 952,449 32,563 1,561,164 (1,593,342 ) 952,834 Total $ 2,484,252 $ 98,386 $ 1,764,926 $ (2,440,355 ) $ 1,907,209 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Fiscal Year Ended September 28, 2019 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ 22,344 $ 4,625 $ 178,305 $ (300 ) $ 204,974 Additions to property, plant and equipment (3,926 ) (4,779 ) (22,872 ) — (31,577 ) Businesses acquired, net of cash acquired (41,161 ) — — — (41,161 ) Investments (2,010 ) — — — (2,010 ) Other investing activities (518 ) — (997 ) — (1,515 ) Intercompany investing activities 2,820 — (109,345 ) 106,525 — Net cash used by investing activities (44,795 ) (4,779 ) (133,214 ) 106,525 (76,263 ) Repayments of long-term debt (121 ) — (46,072 ) — (46,193 ) Repurchase of common stock (62,974 ) — — — (62,974 ) Payment of deferred financing costs (1,352 ) — — — (1,352 ) Payments of contingent consideration — — (170 ) — (170 ) Distribution to parent — (300 ) — 300 — Distribution to noncontrolling interest — (76 ) — — (76 ) Intercompany financing activities 104,742 1,783 — (106,525 ) — Net cash provided (used) by financing activities 40,295 1,407 (46,242 ) (106,225 ) (110,765 ) Effect of exchange rates on cash (411 ) 50 111 — (250 ) Net increase (decrease) in cash, cash equivalents and restricted cash 17,433 1,303 (1,040 ) — 17,696 Cash, cash equivalents and restricted cash at beginning of year 485,109 6,005 1,891 — 493,005 Cash, cash equivalents and restricted cash at end of year $ 502,542 $ 7,308 $ 851 $ — $ 510,701 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Fiscal Year Ended September 29, 2018 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net cash provided (used) by operating activities $ (16,676 ) $ (1,288 ) $ 138,463 $ (6,387 ) $ 114,112 Additions to property, plant and equipment (6,633 ) (1,495 ) (29,717 ) — (37,845 ) Businesses acquired, net of cash acquired (91,244 ) — — — (91,244 ) Investments (9,048 ) — — — (9,048 ) Other investing activities (2,745 ) — — — (2,745 ) Intercompany investing activities (3,760 ) — (107,749 ) 111,509 — Net cash used by investing activities (113,430 ) (1,495 ) (137,466 ) 111,509 (140,882 ) Repayments on revolving line of credit (23,000 ) — — — (23,000 ) Borrowings on revolving line of credit 23,000 — — — 23,000 Repayments of long-term debt (56 ) — (375 ) — (431 ) Issuance of long-term debt 300,000 — — — 300,000 Proceeds from issuance of common stock 195,631 — — — 195,631 Repurchase of common stock (13,797 ) — — — (13,797 ) Payments of contingent consideration — — (253 ) — (253 ) Payment of deferred financing costs (4,770 ) — — — (4,770 ) Distribution to parent — (6,387 ) — 6,387 — Distribution to noncontrolling interest — (1,597 ) — — (1,597 ) Intercompany financing activities 106,525 4,984 — (111,509 ) — Net cash provided (used) by financing activities 583,533 (3,000 ) (628 ) (105,122 ) 474,783 Effect of exchange rates on cash (201 ) 95 56 — (50 ) Net increase (decrease) in cash, cash equivalents and restricted cash 453,226 (5,688 ) 425 — 447,963 Cash, cash equivalents and restricted cash at beginning of year 31,883 11,693 1,466 — 45,042 Cash, cash equivalents and restricted cash at end of year $ 485,109 $ 6,005 $ 1,891 $ — $ 493,005 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Fiscal Year Ended September 30, 2017 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net cash (used) provided by operating activities $ (7,418 ) $ 2,846 $ 122,957 $ (4,076 ) $ 114,309 Additions to property, plant and equipment (9,419 ) (805 ) (34,435 ) — (44,659 ) Businesses acquired, net of cash acquired (103,880 ) — — — (103,880 ) Proceeds from asset sales 229 — 8,318 — 8,547 Escrow deposit for acquisition related-contingent consideration (6,000 ) — — — (6,000 ) Investments (12,495 ) — — — (12,495 ) Other investing activities (4,355 ) — — — (4,355 ) Intercompany investing activities (3,828 ) — (94,763 ) 98,591 — Net cash used by investing activities (139,748 ) (805 ) (120,880 ) 98,591 (162,842 ) Repayments on revolving line of credit (552,000 ) — — — (552,000 ) Borrowings on revolving line of credit 552,000 — — — 552,000 Repayments of long-term debt (89 ) — (374 ) — (463 ) Excess tax benefits from stock-based awards 19,946 — — — 19,946 Repurchase of common stock (27,556 ) — — — (27,556 ) Payments of contingent consideration — (1,300 ) (1,300 ) Distribution to parent — (4,076 ) — 4,076 — Distribution to noncontrolling interest — (1,019 ) — — (1,019 ) Intercompany financing activities 93,445 5,146 — (98,591 ) — Net cash provided (used) by financing activities 85,746 51 (1,674 ) (94,515 ) (10,392 ) Effect of exchange rates on cash 235 (94 ) (66 ) — 75 Net increase (decrease) in cash, cash equivalents and restricted cash (61,185 ) 1,998 337 — (58,850 ) Cash, cash equivalents and restricted cash at beginning of year 93,068 9,695 1,129 — 103,892 Cash, cash equivalents and restricted cash at end of year 31,883 11,693 1,466 — 45,042 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Sep. 28, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event In November 2019, the Company’s DMC business unit in its Pet Segment experienced a fire in one of its leased properties located in Athens, Texas. As a result, the Company sustained inventory and property-related losses in the estimated range of $15 million to $25 million |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 28, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization |
Basis of Consolidation and Presentation | Basis of Consolidation and Presentation – The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of Central and all majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The fiscal years ended September 28, 2019 and September 29, 2018 each included 52 weeks. The fiscal year ended September 30, 2017 |
Noncontrolling Interest | Noncontrolling Interest – Noncontrolling interest in the Company’s consolidated financial statements represents the 20% interest not owned by the Company in a consolidated subsidiary. Since the Company controls this subsidiary, its financial statements are consolidated with those of the Company, and the noncontrolling owner’s 20% share of the subsidiary’s net assets and results of operations is deducted and reported as noncontrolling interest on the consolidated balance sheets and as net income attributable to noncontrolling interest in the consolidated statements of operations. |
Use of Estimates | Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including realization of accounts receivable and inventory and valuation of goodwill and intangibles. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition and Nature of Products and Services The Company manufactures, markets and distributes a wide variety of branded, private label and third-party pet and garden products to wholesalers, distributors and retailers, primarily in the United States. The majority of the Company’s revenue is generated from the sale of finished pet and garden products. The Company also recognizes a minor amount of non-product revenue (approximately one percent of consolidated net sales) comprising third-party logistics services, merchandising services and royalty income from sales-based licensing arrangements. Product and non-product revenue is recognized when performance obligations under the terms of the contracts with customers are satisfied. The Company recognizes product revenue when control over the finished goods transfers to its customers, which generally occurs upon shipment to, or receipt at, customers’ locations, as determined by the specific terms of the contract. These revenue arrangements generally have single performance obligations. Non-product revenue is recognized as the services are provided to the customer in the case of third-party logistics services and merchandising services, or as third-party licensee sales occur for royalty income. Revenue, which includes shipping and handling charges billed to the customer, is reported net of variable consideration and consideration payable to our customers, including applicable discounts, returns, allowances, trade promotion, unsaleable product, consumer coupon redemption and rebates. The amount billed to customers for shipping and handling costs included in net sales for the fiscal years ended September 28, 2019 , September 29, 2018 and September 30, 2017 was $13.8 million , $12.2 million and $9.4 million , respectively. Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. Key sales terms are established on a frequent basis such that most customer arrangements and related incentives have a one year or shorter duration. As such, the Company does not capitalize contract inception costs. Product fulfillment costs are capitalized as a part of inventoriable costs in accordance with our inventory policies. The Company generally does not have unbilled receivables at the end of a period. Deferred revenues are not material and primarily include advance payments for services that have yet to be rendered. The Company does not receive noncash consideration for the sale of goods. Amounts billed and due from our customers are classified as receivables and require payment on a short-term basis; therefore, the Company does not have any significant financing components. Sales Incentives and Other Promotional Programs The Company routinely offers sales incentives and discounts through various regional and national programs to our customers and consumers. These programs include product discounts or allowances, product rebates, product returns, one-time or ongoing trade-promotion programs with customers and consumer coupon programs that require the Company to estimate and accrue the expected costs of such programs. The costs associated with these activities are accounted for as reductions to the transaction price of the Company’s products and are, therefore, recorded as reductions to gross sales at the time of sale. The Company bases its estimates of incentive costs on historical trend experience with similar programs, actual incentive terms per customer contractual obligations and expected levels of performance of trade promotions, utilizing customer and sales organization inputs. The Company maintains liabilities at the end of each period for the estimated incentive costs incurred but unpaid for these programs. Differences between estimated and actual incentive costs are generally not material and are recognized in earnings in the period such differences are determined. Reserves for product returns, accrued rebates and promotional accruals are included in the condensed consolidated balance sheets as part of accrued expenses, and the value of inventory associated with reserves for sales returns is included within prepaid and other current assets on the condensed consolidated balance sheets. Practical Expedients The Company elected the following practical expedients upon its adoption of Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (ASC Topic 606). • Significant financing component - The Company elected not to adjust the promised amount of consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will be one year or less. • Shipping and handling costs - The Company elected to account for shipping and handling activities that occur before the customer has obtained control of a good as fulfillment activities rather than as a promised service. • Measurement of transaction price - The Company has elected to exclude from the measurement of transaction price all taxes assessed by a governmental authority that are both imposed on, and concurrent with, a specific revenue-producing transaction and collected by the Company from a customer for sales taxes. |
Cost of goods sold and occupancy | Cost of goods sold and occupancy |
Advertising Costs | Advertising Costs |
Other income (expense) | Other income (expense) consists principally of earnings (losses) from equity method investments and foreign exchange gains and losses. |
Income taxes | Income taxes |
Cash, cash equivalents and restricted cash | Cash, cash equivalents and restricted cash - |
Accounts receivable | Accounts receivable |
Allowance for doubtful accounts | Allowance for doubtful accounts – |
Inventories | Inventories |
Land, buildings, improvements and equipment | Land, buildings, improvements and equipment are stated at cost. Depreciation is computed by the straight-line method over 30 years for buildings. Improvements are amortized on a straight-line basis over the shorter of the useful life of the asset or the terms of the related leases. Depreciation on equipment and capitalized software is computed by the straight-line method over the estimated useful lives of three to 10 years |
Long-Lived Assets | Long-Lived Assets – The Company reviews its long-lived assets, including amortizable and indefinite-lived intangible assets and property, plant and equipment, for potential impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable, and annually for indefinite-lived intangible assets. An impairment loss would be recognized for amortizable intangible assets and property, plant and equipment when estimated undiscounted future cash flows expected to result from the use of the asset are less than its carrying amount. An impairment loss would be recognized for an intangible asset with an indefinite useful life if its carrying value exceeds its fair value. Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. There were no impairment losses recorded in fiscal years 2018 or 2017. As a result of one of our retail customers exiting the live fish business, factors indicating the carrying value of certain amortizable intangible assets may not be recoverable were present during the quarter ended March 30, 2019. The Company performed impairment testing on these assets, found the carrying value was not recoverable, and accordingly, recorded an impairment charge in its Pet segment of approximately $2.5 million as part of selling, general and administrative expenses in the consolidated statements of operations for the fiscal year ended September 28, 2019. |
Goodwill | Goodwill |
Investments | Investments – The Company owns membership interests ranging from 7% to 50% in ten unconsolidated companies. The Company accounts for its interest in these entities using the equity method and in accordance with Accounting Standards Codification (ASC) 321 - Investments - Equity Securities, |
Insurance | Insurance – The Company maintains insurance for certain risks, including workers’ compensation, general liability and vehicle liability, and is self-insured for employee related health care benefits. The Company’s workers’ compensation, general liability and vehicle liability insurance policies include deductibles of $250,000 to $350,000 per occurrence. The Company maintains excess loss insurance that covers any health care claims in excess of $700,000 per person per year. The Company establishes reserves for losses based on its claims experience and actuarial estimates of the ultimate loss amount inherent in the claims, including claims incurred but not yet reported. Costs are recognized in the period the claim is incurred, and the financial statement accruals include an estimate of claims incurred but not yet reported. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments – At September 28, 2019 and September 29, 2018 |
Stock-Based Compensation | Stock-Based Compensation |
Total Comprehensive Income (Loss) | Total Comprehensive Income (Loss) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted Revenue Recognition In May 2014, the Financial Accounting Standards Board ("FASB") ASC Topic 606, which replaces numerous requirements in U.S. Generally Accepted Accounting Principles ("GAAP"), including industry-specific requirements, and provides companies with a single revenue recognition model for recognizing revenue from contracts with customers. On September 30, 2018, the beginning of the Company’s fiscal year 2019, the Company adopted the requirements of ASC Topic 606 using the modified retrospective method. Upon completing its implementation assessment of ASC Topic 606, the Company concluded that no adjustment was required to the opening balance of retained earnings at the date of initial application. The comparative information has also not been restated and continues to be reported under the accounting standards in effect for those periods. Additional disclosures required by ASC Topic 606 are presented within the Revenue Recognition policy disclosure and in Note 18 - Segment Information . On the Company’s condensed consolidated balance sheets, reserves for customer product returns and return allowances are now included as part of accrued expenses, rather than accounts receivable, net, and the value of inventory associated with reserves for sales returns is included within prepaid and other current assets. Had the Company not adopted the provisions under this ASU, its condensed consolidated balance sheet as of September 28, 2019 would have been presented as follows (in thousands): As Reported September 28, 2019 Adjustments Balances without Adoption of ASC Topic 606 September 28, 2019 Current assets Receivables, less allowance for doubtful accounts $ 300,135 $ (7,839 ) $ 292,296 Prepaid expenses and other $ 30,160 $ (5,218 ) $ 24,942 Total current assets $ 1,307,193 $ (13,057 ) $ 1,294,136 Current liabilities Accrued expenses $ 129,166 $ (13,057 ) $ 116,109 Total current liabilities $ 278,525 $ (13,057 ) $ 265,468 Statement of Cash Flows In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15). The ASU provides additional clarification guidance on the classification of certain cash receipts and payments in the statement of cash flows. The Company adopted the provisions of this guidance as of September 30, 2018 on a retrospective basis. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) (ASU 2016-18) . This ASU clarifies the presentation of restricted cash on the statement of cash flows. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning and ending cash balances on the statement of cash flows. The Company adopted the provisions under this ASU on September 30, 2018, on a retrospective basis. This resulted in an increase in beginning of period and end of period cash, cash equivalents and restricted cash of $10.9 million and $12.6 million , respectively, and a increase of $1.7 million of cash used in investing activities and a $1.7 million decrease in cash used in investing activities to the condensed consolidated statement of cash flows for the fiscal years ended September 29, 2018 and September 30, 2017, respectively. Business Combinations In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business (ASU 2017-01), which requires an evaluation of whether substantially all of the fair value of assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If so, the transaction does not qualify as a business. The guidance also requires an acquired business to include at least one substantive process and narrows the definition of outputs. The Company adopted the provisions of this guidance as of September 30, 2018 and has accounted for subsequent acquisitions in accordance with this guidance. Income Taxes In October 2016, the FASB issued ASU 2016-16, Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other Than Inventory (Topic 740) . ASU 2016-16 amends accounting guidance for intra-entity transfers of assets other than inventory to require the recognition of taxes when the transfer occurs. The amendment was effective for the Company September 30, 2018. A modified retrospective approach is required for transition to the new guidance, with a cumulative-effect adjustment consisting of the net impact from (1) the write-off of any unamortized expense previously deferred and (2) recognition of any previously unrecognized deferred tax assets, net of any valuation allowance. The new guidance does not include any specific new disclosure requirements. Adoption of this guidance in the first quarter of fiscal 2019 did not have an impact on the Company’s consolidated financial statements. Financial Instruments In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . The updated guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. The guidance requires equity investments, excluding equity method investments or investees that are consolidated, to be measured at fair value with changes in fair value recognized in net income and enhanced disclosures about those investments. The guidance also simplifies the impairment assessments of equity investments without readily determinable fair value. The Company adopted the ASU in the first quarter of fiscal 2019, and the adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements. Accounting Standards Not Yet Adopted Leases In February 2016, the FASB issued ASU 2016-02 (ASU 2016-02), Leases (Topic 842) . ASU 2016-02 requires companies to recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use assets and disclose key information about leasing information. Topic 842 was subsequently amended by ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU 2018-10 , Codification Improvements to Topic 842, Leases; and ASU 2018-11 , Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The new standard is effective for the Company commencing in the first quarter of fiscal 2020 and the Company adopted the new standard on its effective date. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. The Company adopted the new standard on September 29, 2019 and used the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before September 29, 2019. The new standard provides a number of optional practical expedients in transition. The Company elected the 'package of practical expedients,' which permit it to not reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to it. The new standard also provides practical expedients for an entity's ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities for existing short-term leases of those assets in transition. The Company also elected the practical expedient to not separate lease and non-lease components for all its leases. The Company expects this standard will have a material effect on its financial statements. While the Company continues to assess all of the effects of adoption, the Company currently believes the most significant effects relate to (1) the recognition of new ROU assets and lease liabilities on its balance sheet for its production equipment, vehicle and real estate operating leases and (2) providing significant new disclosures about its leasing activities. On adoption, the Company will recognize additional operating liabilities in excess of $110 million , based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. The Company will also recognize corresponding ROU assets based upon the operating lease liabilities, adjusted for prepaid and deferred rents on the effective date. Information on our current operating leases can be found in Note 11 - Commitments and Contingencies . Goodwill and Intangible Assets I n January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. The new guidance simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The new guidance is effective for annual periods or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, or the Company's first quarter of fiscal 2021. The amendment should be applied on a prospective basis. Based on the Company's most recent annual goodwill impairment test performed as of July 1, 2018, there were no reporting units for which the carrying amount of the reporting unit exceeded its fair value; therefore, this ASU would not currently have an impact on the Company's consolidated financial statements and related disclosures. However, if upon adoption the carrying amount of a reporting unit exceeds its fair value, the Company would be impacted by the amount of impairment recognized. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 is effective for annual periods beginning after December 15, 2019 and interim periods within those annual periods, with early adoption permitted, and is effective for the Company in fiscal 2021. The amendments in this ASU should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently evaluating the effect that ASU 2018-15 will have on its consolidated financial statements and related disclosures. Fair Value Disclosures In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement . This ASU modifies the disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures. ASU 2018-13 is effective for annual periods beginning after December 15, 2019 and interim periods within those annual periods, with early adoption permitted and is effective for the Company in fiscal 2021. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company is currently evaluating the effect that ASU 2018-13 will have on its consolidated financial statements and related disclosures. |
Fair Value Measurements | Generally accepted accounting principles require financial assets and liabilities to be categorized based on the inputs used to calculate their fair values as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 – Unobservable inputs for the asset or liability, which reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). The Company’s financial instruments include cash and equivalents, restricted cash and equivalents, short term investments, accounts receivable and payable, derivative instruments, short-term borrowings, and accrued liabilities. The carrying amount of these instruments approximates fair value because of their short-term nature. |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reconciliation of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the condensed consolidated statements of cash flows as of September 28, 2019, September 29, 2018 and September 30, 2017, respectively (in thousands). September 28, 2019 September 29, 2018 September 30, 2017 Cash and cash equivalents $ 497,749 $ 482,106 $ 32,397 Restricted cash 12,952 10,899 12,645 Total cash, cash equivalents and restricted cash $ 510,701 $ 493,005 $ 45,042 |
Reconciliation of Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the condensed consolidated statements of cash flows as of September 28, 2019, September 29, 2018 and September 30, 2017, respectively (in thousands). September 28, 2019 September 29, 2018 September 30, 2017 Cash and cash equivalents $ 497,749 $ 482,106 $ 32,397 Restricted cash 12,952 10,899 12,645 Total cash, cash equivalents and restricted cash $ 510,701 $ 493,005 $ 45,042 |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | Had the Company not adopted the provisions under this ASU, its condensed consolidated balance sheet as of September 28, 2019 would have been presented as follows (in thousands): As Reported September 28, 2019 Adjustments Balances without Adoption of ASC Topic 606 September 28, 2019 Current assets Receivables, less allowance for doubtful accounts $ 300,135 $ (7,839 ) $ 292,296 Prepaid expenses and other $ 30,160 $ (5,218 ) $ 24,942 Total current assets $ 1,307,193 $ (13,057 ) $ 1,294,136 Current liabilities Accrued expenses $ 129,166 $ (13,057 ) $ 116,109 Total current liabilities $ 278,525 $ (13,057 ) $ 265,468 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of September 28, 2019 (in thousands): Level 1 Level 2 Level 3 Total Liabilities: Liability for contingent consideration (a) $ — $ — $ 7,369 $ 7,369 Total liabilities $ — $ — $ 7,369 $ 7,369 The following table presents our financial assets and liabilities at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of September 29, 2018 (in thousands): Level 1 Level 2 Level 3 Total Liabilities: Liability for contingent consideration (a) $ — $ — $ 8,224 $ 8,224 Total liabilities $ — $ — $ 8,224 $ 8,224 (a) The liability for contingent consideration relates to an earn-out for B2E, acquired in December 2012, future performance-based contingent payments for Hydro-Organics Wholesale, Inc., acquired in October 2015 and future performance-based contingent payments for Segrest, Inc., acquired in October 2016. The fair value of the estimated contingent consideration arrangement is determined based on the Company’s evaluation as to the probability and amount of any earn-out that will be achieved based on expected future performance by the acquired entity. This is presented as part of long-term liabilities in the Company's consolidated balance sheets. |
Summary of Changes in Fair Value of Level 3 Financial Instruments | The following table provides a summary of changes in fair value of the Company's Level 3 financial instruments for the years ended September 28, 2019 and September 29, 2018 (in thousands): Amount Balance as of September 29, 2018 $ 8,224 Estimated contingent performance-based consideration established at the time of acquisition — Changes in the fair value of contingent performance-based payments (685 ) Performance-based payments made (170 ) Balance as of September 28, 2019 $ 7,369 |
Acquisitions and Investments _2
Acquisitions and Investments in Joint Ventures (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Arden Companies | |
Business Acquisition [Line Items] | |
Summary of Recording of Fair Values of Assets Acquired and Liabilities Assumed | 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. (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 $ 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 period ended March 30, 2019 and June 29, 2019. |
General Pet Supply | |
Business Acquisition [Line Items] | |
Summary of Recording of Fair Values of Assets Acquired and Liabilities Assumed | 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. 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 $ 12,991 $ — $ 12,991 Fixed assets 1,014 516 1,530 Goodwill — 5,520 5,520 Other assets 14,147 (14,136 ) 11 Other intangible assets, net — 8,100 8,100 Current liabilities (3,506 ) — (3,506 ) Long-term obligations (361 ) (361 ) Net assets acquired, less cash and cash equivalents $ 24,285 $ — $ 24,285 (1) As previously reported in the Company's Form 10-Q for the period ended June 30, 2018. |
Bell Nursery | |
Business Acquisition [Line Items] | |
Summary of Recording of Fair Values of Assets Acquired and Liabilities Assumed | 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. 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 $ 28,330 $ (359 ) $ 27,971 Fixed assets 30,278 383 30,661 Goodwill — 7,415 7,415 Other assets 11,647 (11,647 ) — Other intangible assets, net — 6,230 6,230 Current liabilities (11,611 ) (2,022 ) (13,633 ) Net assets acquired, less cash and cash equivalents $ 58,644 $ — $ 58,644 (1) As previously reported in the Company's Form 10-Q for the periods ended March 31, 2018 and June 30, 2018. |
K&H Manufacturing | |
Business Acquisition [Line Items] | |
Summary of Recording of Fair Values of Assets Acquired and Liabilities Assumed | 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 $ 5,439 $ 613 $ 6,052 Fixed assets 315 — 315 Other assets 41,781 (41,781 ) — Goodwill — 11,968 11,968 Other intangible assets — 29,200 29,200 Current liabilities (757 ) — (757 ) Net assets acquired, less cash and cash equivalents $ 46,778 $ — $ 46,778 (1) As previously reported in the Company's Form 10-Q for the periods ended June 24, 2017 and December 30, 2017, and the Company's Form 10-K for the period ended September 30, 2017. |
Segrest Inc. | |
Business Acquisition [Line Items] | |
Summary of Recording of Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the purchase price and the recording of 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) Purchase Price Cash paid, net of cash acquired $ 54,043 $ — $ 54,043 Contingent consideration 6,000 (3,300 ) 2,700 $ 60,043 $ (3,300 ) $ 56,743 Allocation Current assets, net of cash and cash equivalents acquired $ 7,403 $ (300 ) $ 7,103 Fixed assets 7,011 2,242 9,253 Other assets 47,704 (47,704 ) — Goodwill 25,890 25,890 Other intangible assets 27,650 27,650 Current liabilities (2,075 ) (2,075 ) Deferred Tax Liability (11,078 ) (11,078 ) $ 60,043 $ (3,300 ) $ 56,743 (1) As previously reported in the Company's Form 10-Q for the periods ended December 24, 2016, March 25, 2017 and June 24, 2017. |
Allowance for Doubtful Accoun_2
Allowance for Doubtful Accounts (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Receivables [Abstract] | |
Schedule of Allowance for Doubtful Accounts | Changes in the allowance for doubtful accounts are summarized below (in thousands): Description Balances at Beginning of Period Charged/ (Credited) to Costs and Expenses Asset Write-Offs, Less Recoveries Reclassification of Product Return Reserve Balances at End of Period Fiscal Year Ended September 30, 2017 21,069 2,921 (2,554 ) — 21,436 Fiscal Year Ended September 29, 2018 21,436 2,132 557 — 24,125 Fiscal Year Ended September 28, 2019 24,125 6,906 (3,438 ) (6,465 ) 21,128 |
Inventories, net (Tables)
Inventories, net (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories, Net of Allowance for Obsolescence | Inventories, net of allowance for obsolescence, consist of the following (in thousands): September 28, September 29, Raw materials $ 145,331 $ 117,539 Work in progress 51,154 35,691 Finished goods 255,870 263,845 Supplies 13,842 10,748 Total inventories, net $ 466,197 $ 427,823 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment | Property and equipment consists of the following (in thousands): September 28, September 29, Land $ 17,396 $ 14,183 Buildings and improvements 179,398 154,787 Transportation equipment 9,651 9,348 Machine and warehouse equipment 255,943 227,727 Capitalized software 116,353 114,878 Office furniture and equipment 30,016 27,734 Assets under construction 15,574 24,015 624,331 572,672 Accumulated depreciation and amortization (378,926 ) (355,025 ) $ 245,405 $ 217,647 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill for the fiscal years ended September 28, 2019 , September 29, 2018 and September 30, 2017 (in thousands): Garden Products Segment Pet Products Segment Total Balance as of September 24, 2016 Goodwill $ 219,056 $ 421,890 $ 640,946 Accumulated impairment losses (213,583 ) (195,978 ) (409,561 ) Balance as of 5,473 225,912 231,385 Additions in fiscal 2017 — 25,890 25,890 Write off related to sale of business — (1,000 ) (1,000 ) Balance as of September 30, 2017 Goodwill 219,056 446,780 665,836 Accumulated impairment losses (213,583 ) (195,978 ) (409,561 ) 5,473 250,802 256,275 Additions in fiscal 2018 7,415 17,487 24,902 Balance as of September 29, 2018 Goodwill 226,471 464,267 690,738 Accumulated impairment losses (213,583 ) (195,978 ) (409,561 ) 12,888 268,289 281,177 Additions in fiscal 2019 4,900 — 4,900 Balance as of September 28, 2019 Goodwill 231,371 464,267 695,638 Accumulated impairment losses (213,583 ) (195,978 ) (409,561 ) $ 17,788 $ 268,289 $ 286,077 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Gross and Net Acquired Intangible Assets | The following table summarizes the components of gross and net acquired intangible assets: Gross Accumulated Amortization Accumulated Impairment Net Carrying Value (in millions) September 28, 2019 Marketing-related intangible assets – amortizable $ 19.7 $ (16.3 ) $ — $ 3.4 Marketing-related intangible assets – nonamortizable 70.6 — (26.0 ) 44.6 Total 90.3 (16.3 ) (26.0 ) 48.0 Customer-related intangible assets – amortizable 138.4 (53.3 ) (2.5 ) 82.6 Other acquired intangible assets – amortizable 26.0 (16.4 ) — 9.6 Other acquired intangible assets – nonamortizable 7.1 — (1.2 ) 5.9 Total 33.1 (16.4 ) (1.2 ) 15.5 Total other intangible assets $ 261.8 $ (86.0 ) $ (29.7 ) $ 146.1 September 29, 2018 Marketing-related intangible assets – amortizable $ 18.6 $ (14.2 ) $ — $ 4.4 Marketing-related intangible assets – nonamortizable 70.6 — (26.0 ) 44.6 Total 89.2 (14.2 ) (26.0 ) 49.0 Customer-related intangible assets – amortizable 128.3 (42.5 ) — 85.8 Other acquired intangible assets – amortizable 25.4 (14.5 ) — 10.9 Other acquired intangible assets – nonamortizable 7.8 — (1.2 ) 6.6 Total 33.2 (14.5 ) (1.2 ) 17.5 Total other intangible assets $ 250.7 $ (71.2 ) $ (27.2 ) $ 152.3 September 30, 2017 Marketing-related intangible assets – amortizable $ 16.9 $ (12.7 ) $ — $ 4.2 Marketing-related intangible assets – nonamortizable 62.7 — (26.0 ) 36.7 Total 79.6 (12.7 ) (26.0 ) 40.9 Customer-related intangible assets – amortizable 91.6 (32.2 ) — 59.4 Other acquired intangible assets – amortizable 22.1 (12.9 ) — 9.2 Other acquired intangible assets – nonamortizable 7.8 — (1.2 ) 6.6 Total 29.9 (12.9 ) (1.2 ) 15.8 Total other intangible assets $ 201.1 $ (57.8 ) $ (27.2 ) $ 116.1 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Debt Disclosure [Abstract] | |
Components of Long-Term Debt | Long-term debt consists of the following: September 28, September 29, (in thousands) Senior notes, interest at 6.125%, payable semi-annually, principal due November 2023 $ 400,000 $ 400,000 Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028 300,000 300,000 Unamortized debt issuance costs (7,158 ) (8,425 ) Net carrying value 692,842 691,575 Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.00% to 1.50% or Base Rate plus a margin of 0.0% to 0.50%, final maturity September 2024 — — Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.50% or Base Rate plus a margin of 0.25% to 0.50%, final maturity April 2021 — — Other notes payable 308 578 Total 693,150 692,153 Less current portion (113 ) (122 ) Long-term portion $ 693,037 $ 692,031 |
Scheduled Principal Repayments on Long-Term Debt | The scheduled principal repayments on long-term debt as of September 28, 2019 are as follows: (in thousands) Fiscal year: 2020 $ 113 2021 97 2022 80 2023 18 2024 400,000 Thereafter 300,000 Total $ 700,308 (1) (1) Debt repayments do not reflect the unamortized portion of deferred financing costs associated with the 2023 Notes and 2028 Notes of $7.1 million as of September 28, 2019 , of which, $3.2 million is amortizable until November 2023, and $3.9 million is amortizable until February 2028 and is included in the carrying value. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Aggregate Minimum Annual Payments on Non-Cancelable Operating Leases | Aggregate minimum annual payments on non-cancelable operating leases at September 28, 2019 are as follows: (in thousands) Fiscal year: 2020 $ 38,022 2021 29,353 2022 21,818 2023 11,265 2024 7,861 Thereafter 20,724 Total $ 129,043 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Tax Expense (Benefit) | The provision for income tax expense (benefit) consists of the following: Fiscal Year Ended September 28, September 29, September 30, (in thousands) Current: Federal $ 17,048 $ 5,728 $ 32,755 State 2,728 2,319 3,034 Foreign 169 91 121 Total 19,945 8,138 35,910 Deferred: Federal 4,278 (3,676 ) 11,227 State 2,380 (1,162 ) (1,038 ) Foreign 1 5 600 Total 6,659 (4,833 ) 10,789 Total $ 26,604 $ 3,305 $ 46,699 |
Reconciliation of the Statutory Federal Income Tax Rate to the Company's Effective Income Tax Rate | A reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate is as follows: Fiscal Year Ended September 28, September 29, September 30, Statutory federal income tax rate 21.0 % 24.5 % 35.0 % State income taxes, net of federal benefit 4.3 0.9 2.4 Other permanent differences 0.7 (0.1 ) 0.3 Adjustment of prior year accruals (0.6 ) — (0.3 ) Credits (0.9 ) (0.8 ) (0.6 ) Rate change - Tax reform — (16.9 ) — Stock based compensation (1.6 ) (5.4 ) — Other (0.6 ) 0.4 0.1 Effective income tax rate 22.3 % 2.6 % 36.9 % |
Tax Effect of Temporary Differences and Carryforwards which Give Rise to Deferred Tax Assets and Liabilities | The tax effect of temporary differences and carryforwards which give rise to deferred tax assets and liabilities are as follows: September 28, 2019 September 29, 2018 Deferred Tax Assets Deferred Tax Liabilities Deferred Tax Assets Deferred Tax Liabilities (in thousands) Allowance for doubtful accounts $ 5,029 $ — $ 5,613 $ — Inventory write-downs 8,374 — 6,819 — Prepaid expenses — 2,060 — 1,408 Nondeductible reserves 3,968 — 983 — State taxes 39 — 74 — Employee benefits 5,704 — 5,578 — Depreciation and amortization — 77,901 — 65,983 Equity loss 884 — 2,053 — State net operating loss carryforward 6,579 — 6,722 — Stock based compensation 3,538 — 2,541 — State credits 2,819 — 2,742 — Other 4,774 — 4,240 — Valuation allowance (7,179 ) — (6,809 ) — Total $ 34,529 $ 79,961 $ 30,556 $ 67,391 |
Activity Related to Company's Unrecognized Tax Benefits | The following table, which excludes interest and penalties, summarizes the activity related to the Company’s unrecognized tax benefits for fiscal years ended September 28, 2019 and September 29, 2018 (in thousands): Balance as of September 30, 2017 $ 325 Increases related to prior year tax positions 138 Increases related to current year tax positions 83 Decreases related to prior year tax positions (28 ) Settlements — Decreases related to lapse of statute of limitations — Balance as of September 29, 2018 $ 518 Increases related to prior year tax positions 8 Increases related to current year tax positions 81 Decreases related to prior year tax positions — Settlements (124 ) Decreases related to lapse of statute of limitations — Balance as of September 28, 2019 $ 483 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes option activity for the period ended September 28, 2019 : Number of Shares (in thousands) Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (in thousands) Outstanding at September 29, 2018 2,329 $ 22.56 4 years $ 26,543 Granted 818 $ 27.00 Exercised (431 ) $ 12.53 Canceled or expired (167 ) $ 28.09 Outstanding at September 28, 2019 2,549 $ 25.32 4 years $ 12,498 Exercisable at September 30, 2017 458 $ 10.80 2 years 12,097 Exercisable at September 29, 2018 636 $ 16.35 3 years 10,731 Exercisable at September 28, 2019 957 21.08 3 years 8,589 Expected to vest after September 28, 2019 1,455 27.87 4 years 3,572 |
Summary of Restricted Stock Award Activity | Restricted stock award activity during the period ended September 28, 2019 is summarized as follows: Number of Shares Weighted Average Grant Date Fair Value per Share (in thousands) Nonvested at September 29, 2018 874 $ 22.37 Granted 547 $ 26.05 Vested (317 ) $ 14.19 Forfeited (21 ) $ 23.95 Nonvested at September 28, 2019 1,083 $ 26.60 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Earnings Per Share [Abstract] | |
Numerators and Denominators in Basic and Diluted Earnings (Loss) Per Share | The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share (EPS) computations: Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended Net Income Shares Per Share Net Income Shares Per Share Net Income Shares Per Share (in thousands, except per share amounts) Basic EPS: Net income available to common shareholders $ 92,786 56,770 $ 1.63 $ 123,594 51,716 $ 2.39 $ 78,828 50,230 $ 1.57 Effect of dilutive securities: Options to purchase common stock 509 (0.01 ) 996 (0.05 ) 992 (0.03 ) Restricted shares 332 (0.01 ) 629 (0.02 ) 598 (0.02 ) Diluted EPS: Net income available to common shareholders $ 92,786 57,611 $ 1.61 $ 123,594 53,341 $ 2.32 $ 78,828 51,820 $ 1.52 |
Quarterly Financial Data - Un_2
Quarterly Financial Data - Unaudited (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data - Unaudited | Fiscal 2019 1 st Quarter 2 nd Quarter 3 rd Quarter 4 th Quarter (in thousands, except per share amounts) Net sales $ 461,990 $ 673,701 $ 706,575 $ 540,744 Gross profit 130,182 206,051 219,284 148,524 Net income attributable to Central Garden & Pet Company 1,803 42,391 46,152 2,440 Net income per share: Basic $ 0.03 $ 0.74 $ 0.81 $ 0.04 Diluted $ 0.03 $ 0.73 $ 0.80 $ 0.04 Weighted average common shares outstanding: Basic 56,903 57,050 57,319 56,017 Diluted 58,001 58,026 57,985 56,618 Fiscal 2018 1 st Quarter 2 nd Quarter 3 rd Quarter 4 th Quarter (in thousands, except per share amounts) Net sales $ 442,011 $ 613,094 $ 657,943 $ 502,314 Gross profit 131,837 194,457 202,064 147,018 Net income (loss) attributable to Central Garden & Pet Company 26,247 (1 ) 45,234 41,545 10,568 (1 ) Net income (loss) per share: Basic $ 0.52 $ 0.89 $ 0.81 $ 0.20 Diluted $ 0.50 (1 ) $ 0.86 $ 0.79 $ 0.19 (1 ) Weighted average common shares outstanding: Basic 50,730 50,871 51,134 54,059 Diluted 52,695 52,658 52,575 55,376 (1) Net income attributable to Central Garden & Pet Company was impacted by a provisional tax benefit of $16.3 million recorded in the first quarter of fiscal 2018 and a tax benefit of $5.2 million recorded in the fourth quarter of fiscal 2018, for a total fiscal 2018 year-to-date tax benefit of $21.5 million |
Business Segment Data (Tables)
Business Segment Data (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Segment Reporting [Abstract] | |
Class of Similar Products Which Represented Approximately 10% or More of Company's Consolidated Net Sales | The following table indicates each class of similar products which represented approximately 10% or more of the Company’s consolidated net sales in the fiscal years presented (in millions). Category 2019 2018 2017 Other pet products $ 613.4 $ 606.7 $ 603.6 Other garden products 560.8 445.7 377.0 Other manufacturers' products 504.5 454.3 409.0 Dog & cat products 452.1 445.1 405.1 Controls & fertilizer products 252.2 263.6 259.8 Total $ 2,383.0 $ 2,215.4 $ 2,054.5 |
Financial Information Relating to Company's Business Segments | Financial information relating to the Company’s business segments for each of the three most recent fiscal years is presented in the table below (in thousands): Fiscal Year Ended September 28, 2019 September 29, 2018 September 30, 2017 Net sales: Pet segment $ 1,384,686 $ 1,340,899 $ 1,246,354 Garden segment 998,324 874,463 808,124 Total $ 2,383,010 $ 2,215,362 $ 2,054,478 Operating income (loss): Pet segment $ 122,727 (1) $ 140,353 $ 131,622 Garden segment 102,170 95,551 87,298 Corporate (72,829 ) (68,568 ) (62,808 ) Total 152,068 167,336 156,112 Interest expense (42,614 ) (39,196 ) (28,209 ) Interest income 9,554 3,145 147 Other income (expense), net 243 (3,860 ) (1,621 ) Income before income taxes and noncontrolling interest 119,251 127,425 126,429 Income tax expense 26,604 3,305 46,699 Net income including noncontrolling interest 92,647 124,120 79,730 Net income (loss) attributable to noncontrolling interest (139 ) 526 902 Net income attributable to Central Garden & Pet Company $ 92,786 $ 123,594 $ 78,828 Assets: Pet segment $ 734,380 $ 683,938 $ 612,337 Garden segment 463,889 407,483 311,026 Corporate and eliminations 826,751 815,788 383,543 Total $ 2,025,020 $ 1,907,209 $ 1,306,906 Depreciation and amortization: Pet segment $ 32,803 $ 29,889 $ 26,044 Garden segment 11,959 8,744 6,267 Corporate 6,066 8,566 10,408 Total $ 50,828 $ 47,199 $ 42,719 Expenditures for long-lived assets: Pet segment $ 20,793 $ 26,979 $ 38,970 Garden segment 9,068 8,016 4,948 Corporate 1,716 2,850 741 Total $ 31,577 $ 37,845 $ 44,659 Noncontrolling interest is associated with the Garden segment. (1) Includes a $2.5 million impairment charge in fiscal 2019. |
Consolidating Condensed Finan_2
Consolidating Condensed Financial Information of Guarantor Subsidiaries (Tables) | 12 Months Ended |
Sep. 28, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
Consolidating Condensed Statement of Operations | CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Fiscal Year Ended September 28, 2019 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 764,991 $ 191,442 $ 1,496,962 $ (70,385 ) $ 2,383,010 Cost of goods sold and occupancy 592,916 150,067 1,000,994 (65,008 ) 1,678,969 Gross profit 172,075 41,375 495,968 (5,377 ) 704,041 Selling, general and administrative expenses 181,894 42,213 333,243 (5,377 ) 551,973 Operating income (loss) (9,819 ) (838 ) 162,725 — 152,068 Interest expense (42,078 ) (802 ) 266 — (42,614 ) Interest income 9,608 19 (73 ) — 9,554 Other income (expense) 190 (575 ) 628 — 243 Income (loss) before taxes and equity in earnings of affiliates (42,099 ) (2,196 ) 163,546 — 119,251 Income tax expense (benefit) (9,324 ) (179 ) 36,107 — 26,604 Equity in earnings of affiliates 125,561 — (230 ) (125,331 ) — Net income including noncontrolling interest 92,786 (2,017 ) 127,209 (125,331 ) 92,647 Noncontrolling interest — (139 ) — — (139 ) Net income attributable to Central Garden & Pet Company $ 92,786 $ (1,878 ) $ 127,209 $ (125,331 ) $ 92,786 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Fiscal Year Ended September 29, 2018 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 730,439 $ 167,584 $ 1,397,688 $ (80,349 ) $ 2,215,362 Cost of goods sold and occupancy 568,145 128,944 917,276 (74,379 ) 1,539,986 Gross profit 162,294 38,640 480,412 (5,970 ) 675,376 Selling, general and administrative expenses 167,849 33,118 313,043 (5,970 ) 508,040 Operating income (loss) (5,555 ) 5,522 167,369 — 167,336 Interest expense (38,855 ) (547 ) 206 — (39,196 ) Interest income 3,138 6 1 — 3,145 Other income (expense) (4,269 ) (236 ) 645 — (3,860 ) Income (loss) before taxes and equity in earnings of affiliates (45,541 ) 4,745 168,221 — 127,425 Income tax expense (benefit) (1,138 ) 79 4,364 — 3,305 Equity in earnings of affiliates 167,997 — 1,133 (169,130 ) — Net income including noncontrolling interest 123,594 4,666 164,990 (169,130 ) 124,120 Noncontrolling interest — 526 — — 526 Net income (loss) attributable to Central Garden & Pet Company $ 123,594 $ 4,140 $ 164,990 $ (169,130 ) $ 123,594 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Fiscal Year Ended September 30, 2017 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 685,998 $ 79,681 $ 1,370,335 $ (81,536 ) $ 2,054,478 Cost of goods sold and occupancy 534,682 60,788 901,959 (75,759 ) 1,421,670 Gross profit 151,316 18,893 468,376 (5,777 ) 632,808 Selling, general and administrative expenses 154,267 18,416 309,790 (5,777 ) 476,696 Operating income (loss) (2,951 ) 477 158,586 — 156,112 Interest expense (28,051 ) (294 ) 136 — (28,209 ) Interest income 146 1 — — 147 Other income (expense) (2,379 ) 844 (86 ) — (1,621 ) Income (loss) before taxes and equity in earnings of affiliates (33,235 ) 1,028 158,636 — 126,429 Income tax expense (benefit) (11,981 ) 1,466 57,214 — 46,699 Equity in earnings of affiliates 100,082 — 420 (100,502 ) — Net income including noncontrolling interest 78,828 (438 ) 101,842 (100,502 ) 79,730 Noncontrolling interest — 902 — — 902 Net income (loss) attributable to Central Garden & Pet Company $ 78,828 $ (1,340 ) $ 101,842 $ (100,502 ) $ 78,828 |
Consolidating Condensed Statements of Comprehensive Income (Loss) | CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Fiscal Year Ended September 28, 2019 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ 92,786 $ (2,017 ) $ 127,209 $ (125,331 ) $ 92,647 Other comprehensive loss: Foreign currency translation (458 ) (299 ) (48 ) 347 (458 ) Total comprehensive income (loss) 92,328 (2,316 ) 127,161 (124,984 ) 92,189 Comprehensive loss attributable to noncontrolling interests — (139 ) — — (139 ) Comprehensive income (loss) attributable to Central Garden & Pet Company $ 92,328 $ (2,177 ) $ 127,161 $ (124,984 ) $ 92,328 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Fiscal Year Ended September 29, 2018 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income $ 123,594 $ 4,666 $ 164,990 $ (169,130 ) $ 124,120 Other comprehensive loss: Foreign currency translation (267 ) (145 ) (67 ) 212 (267 ) Total comprehensive income 123,327 4,521 164,923 (168,918 ) 123,853 Comprehensive income attributable to noncontrolling interests — 526 — — 526 Comprehensive income attributable to Central Garden & Pet Company $ 123,327 $ 3,995 $ 164,923 $ (168,918 ) $ 123,327 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Fiscal Year Ended September 30, 2017 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ 78,828 $ (438 ) $ 101,842 $ (100,502 ) $ 79,730 Other comprehensive Income: Foreign currency translation 343 169 108 (277 ) 343 Total comprehensive income (loss) 79,171 (269 ) 101,950 (100,779 ) 80,073 Comprehensive income attributable to noncontrolling interests — 902 — — 902 Comprehensive income (loss) attributable to Central Garden & Pet Company $ 79,171 $ (1,171 ) $ 101,950 $ (100,779 ) $ 79,171 |
Consolidating Condensed Balance Sheet | CONSOLIDATING CONDENSED BALANCE SHEET September 28, 2019 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 489,590 $ 7,308 $ 851 $ — $ 497,749 Restricted cash 12,952 — — — 12,952 Accounts receivable, net 99,372 11,551 189,212 — 300,135 Inventories, net 121,344 30,826 314,027 — 466,197 Prepaid expenses and other assets 9,339 1,241 19,580 — 30,160 Total current assets 732,597 50,926 523,670 — 1,307,193 Land, buildings, improvements and equipment, net 27,395 35,854 182,156 — 245,405 Goodwill 20,578 7,414 258,085 — 286,077 Other long term assets 55,690 5,487 139,138 (13,970 ) 186,345 Intercompany receivable 37,544 — 879,231 (916,775 ) — Investment in subsidiaries 1,784,750 — — (1,784,750 ) — Total $ 2,658,554 $ 99,681 $ 1,982,280 $ (2,715,495 ) $ 2,025,020 LIABILITIES AND EQUITY Accounts payable $ 47,506 $ 6,895 $ 94,845 $ — $ 149,246 Accrued expenses and other liabilities 54,623 4,814 69,729 — 129,166 Current portion of long term debt 113 — — — 113 Total current liabilities 102,242 11,709 164,574 — 278,525 Long-term debt 693,037 — — — 693,037 Intercompany payable 858,673 58,102 — (916,775 ) — Losses in excess of investment in subsidiaries — — 25,567 (25,567 ) — Other long-term obligations 8,595 — 62,656 (13,970 ) 57,281 Shareholders’ equity attributable to Central Garden & Pet 996,007 29,700 1,729,483 (1,759,183 ) 996,007 Noncontrolling interest — 170 — — 170 Total equity 996,007 29,870 1,729,483 (1,759,183 ) 996,177 Total $ 2,658,554 $ 99,681 $ 1,982,280 $ (2,715,495 ) $ 2,025,020 CONSOLIDATING CONDENSED BALANCE SHEET September 29, 2018 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 474,210 $ 6,005 $ 1,891 $ — $ 482,106 Restricted cash 10,899 — — — 10,899 Accounts receivable, net 94,657 9,647 171,604 — 275,908 Inventories, net 123,178 32,556 272,089 — 427,823 Prepaid expenses and other assets 6,304 1,455 12,803 — 20,562 Total current assets 709,248 49,663 458,387 — 1,217,298 Land, buildings, improvements and equipment, net 33,484 33,840 150,323 — 217,647 Goodwill 20,578 7,414 253,185 — 281,177 Other long term assets 62,199 7,469 133,145 (11,726 ) 191,087 Intercompany receivable 40,365 — 769,886 (810,251 ) — Investment in subsidiaries 1,618,378 — — (1,618,378 ) — Total $ 2,484,252 $ 98,386 $ 1,764,926 $ (2,440,355 ) $ 1,907,209 LIABILITIES AND EQUITY Accounts payable $ 33,122 $ 4,759 $ 72,378 $ — $ 110,259 Accrued expenses and other liabilities 44,142 4,746 53,695 — 102,583 Current portion of long term debt 116 — 6 — 122 Total current liabilities 77,380 9,505 126,079 — 212,964 Long-term debt 691,869 — 162 — 692,031 Intercompany payable 753,933 56,318 — (810,251 ) — Losses in excess of investment in subsidiaries — — 25,036 (25,036 ) — Other long-term obligations 8,621 — 52,485 (11,726 ) 49,380 Shareholders’ equity attributable to Central Garden & Pet 952,449 32,178 1,561,164 (1,593,342 ) 952,449 Noncontrolling interest — 385 — — 385 Total equity 952,449 32,563 1,561,164 (1,593,342 ) 952,834 Total $ 2,484,252 $ 98,386 $ 1,764,926 $ (2,440,355 ) $ 1,907,209 |
Consolidating Condensed Statement of Cash Flows | CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Fiscal Year Ended September 28, 2019 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ 22,344 $ 4,625 $ 178,305 $ (300 ) $ 204,974 Additions to property, plant and equipment (3,926 ) (4,779 ) (22,872 ) — (31,577 ) Businesses acquired, net of cash acquired (41,161 ) — — — (41,161 ) Investments (2,010 ) — — — (2,010 ) Other investing activities (518 ) — (997 ) — (1,515 ) Intercompany investing activities 2,820 — (109,345 ) 106,525 — Net cash used by investing activities (44,795 ) (4,779 ) (133,214 ) 106,525 (76,263 ) Repayments of long-term debt (121 ) — (46,072 ) — (46,193 ) Repurchase of common stock (62,974 ) — — — (62,974 ) Payment of deferred financing costs (1,352 ) — — — (1,352 ) Payments of contingent consideration — — (170 ) — (170 ) Distribution to parent — (300 ) — 300 — Distribution to noncontrolling interest — (76 ) — — (76 ) Intercompany financing activities 104,742 1,783 — (106,525 ) — Net cash provided (used) by financing activities 40,295 1,407 (46,242 ) (106,225 ) (110,765 ) Effect of exchange rates on cash (411 ) 50 111 — (250 ) Net increase (decrease) in cash, cash equivalents and restricted cash 17,433 1,303 (1,040 ) — 17,696 Cash, cash equivalents and restricted cash at beginning of year 485,109 6,005 1,891 — 493,005 Cash, cash equivalents and restricted cash at end of year $ 502,542 $ 7,308 $ 851 $ — $ 510,701 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Fiscal Year Ended September 29, 2018 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net cash provided (used) by operating activities $ (16,676 ) $ (1,288 ) $ 138,463 $ (6,387 ) $ 114,112 Additions to property, plant and equipment (6,633 ) (1,495 ) (29,717 ) — (37,845 ) Businesses acquired, net of cash acquired (91,244 ) — — — (91,244 ) Investments (9,048 ) — — — (9,048 ) Other investing activities (2,745 ) — — — (2,745 ) Intercompany investing activities (3,760 ) — (107,749 ) 111,509 — Net cash used by investing activities (113,430 ) (1,495 ) (137,466 ) 111,509 (140,882 ) Repayments on revolving line of credit (23,000 ) — — — (23,000 ) Borrowings on revolving line of credit 23,000 — — — 23,000 Repayments of long-term debt (56 ) — (375 ) — (431 ) Issuance of long-term debt 300,000 — — — 300,000 Proceeds from issuance of common stock 195,631 — — — 195,631 Repurchase of common stock (13,797 ) — — — (13,797 ) Payments of contingent consideration — — (253 ) — (253 ) Payment of deferred financing costs (4,770 ) — — — (4,770 ) Distribution to parent — (6,387 ) — 6,387 — Distribution to noncontrolling interest — (1,597 ) — — (1,597 ) Intercompany financing activities 106,525 4,984 — (111,509 ) — Net cash provided (used) by financing activities 583,533 (3,000 ) (628 ) (105,122 ) 474,783 Effect of exchange rates on cash (201 ) 95 56 — (50 ) Net increase (decrease) in cash, cash equivalents and restricted cash 453,226 (5,688 ) 425 — 447,963 Cash, cash equivalents and restricted cash at beginning of year 31,883 11,693 1,466 — 45,042 Cash, cash equivalents and restricted cash at end of year $ 485,109 $ 6,005 $ 1,891 $ — $ 493,005 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Fiscal Year Ended September 30, 2017 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net cash (used) provided by operating activities $ (7,418 ) $ 2,846 $ 122,957 $ (4,076 ) $ 114,309 Additions to property, plant and equipment (9,419 ) (805 ) (34,435 ) — (44,659 ) Businesses acquired, net of cash acquired (103,880 ) — — — (103,880 ) Proceeds from asset sales 229 — 8,318 — 8,547 Escrow deposit for acquisition related-contingent consideration (6,000 ) — — — (6,000 ) Investments (12,495 ) — — — (12,495 ) Other investing activities (4,355 ) — — — (4,355 ) Intercompany investing activities (3,828 ) — (94,763 ) 98,591 — Net cash used by investing activities (139,748 ) (805 ) (120,880 ) 98,591 (162,842 ) Repayments on revolving line of credit (552,000 ) — — — (552,000 ) Borrowings on revolving line of credit 552,000 — — — 552,000 Repayments of long-term debt (89 ) — (374 ) — (463 ) Excess tax benefits from stock-based awards 19,946 — — — 19,946 Repurchase of common stock (27,556 ) — — — (27,556 ) Payments of contingent consideration — (1,300 ) (1,300 ) Distribution to parent — (4,076 ) — 4,076 — Distribution to noncontrolling interest — (1,019 ) — — (1,019 ) Intercompany financing activities 93,445 5,146 — (98,591 ) — Net cash provided (used) by financing activities 85,746 51 (1,674 ) (94,515 ) (10,392 ) Effect of exchange rates on cash 235 (94 ) (66 ) — 75 Net increase (decrease) in cash, cash equivalents and restricted cash (61,185 ) 1,998 337 — (58,850 ) Cash, cash equivalents and restricted cash at beginning of year 93,068 9,695 1,129 — 103,892 Cash, cash equivalents and restricted cash at end of year 31,883 11,693 1,466 — 45,042 |
Organization and Significant _4
Organization and Significant Accounting Policies - Noncontrolling Interest, Additional Information (Details) | Sep. 28, 2019 |
Subsidiaries | |
Noncontrolling Interest [Line Items] | |
Noncontrolling interest owned by the subsidiary | 20.00% |
Organization and Significant _5
Organization and Significant Accounting Policies - Revenue Recognition, Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Revenue from External Customer [Line Items] | |||
Cost of goods sold and occupancy | $ 1,678,969 | $ 1,539,986 | $ 1,421,670 |
Shipping and Handling | |||
Revenue from External Customer [Line Items] | |||
Cost of goods sold and occupancy | $ 13,800 | $ 12,200 | $ 9,400 |
Organization and Significant _6
Organization and Significant Accounting Policies - Cost of Goods Sold, Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cost of shipping and handling included in selling, general and administrative expenses | $ 80.4 | $ 70.1 | $ 59.3 |
Organization and Significant _7
Organization and Significant Accounting Policies - Advertising Costs, Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Advertising expenses | $ 27.5 | $ 29.7 | $ 34.5 |
Organization and Significant _8
Organization and Significant Accounting Policies - 401(k) Plans, Additional Information (Details) - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Employees benefit plan | $ 4.2 | $ 2.3 | $ 2.4 |
Class A common stock | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
401(k) matching contributions made in Class A common stock (in shares) | 161 | 61 | 81 |
Organization and Significant _9
Organization and Significant Accounting Policies - Income Taxes, Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 29, 2018 | Dec. 30, 2017 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Valuation allowances related to net deferred tax assets | $ 6,809 | $ 7,179 | $ 6,809 | ||
Statutory federal income tax rate | 21.00% | 24.50% | 35.00% | ||
Foreign earnings held in cash or cash equivalents, tax rate (as a percent) | 15.50% | ||||
Foreign earnings held in non-cash, tax rate (as a percent) | 8.00% | ||||
Transition tax | $ 200 | $ 300 | |||
Foreign undistributed earnings | 1,800 | 1,800 | |||
Provisional tax benefit | $ 5,200 | $ 16,300 | $ 21,500 |
Organization and Significant_10
Organization and Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | Sep. 24, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 497,749 | $ 482,106 | $ 32,397 | |
Restricted cash | 12,952 | 10,899 | 12,645 | |
Total cash, cash equivalents and restricted cash | $ 510,701 | $ 493,005 | $ 45,042 | $ 103,892 |
Organization and Significant_11
Organization and Significant Accounting Policies - Land, Buildings, Improvements and Equipment, Additional Information (Details) | 12 Months Ended |
Sep. 28, 2019 | |
Building | |
Property, Plant and Equipment [Line Items] | |
Useful life | 30 years |
Minimum | Equipment and Capitalized Software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Maximum | Equipment and Capitalized Software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
Organization and Significant_12
Organization and Significant Accounting Policies - Long-Lived Assets, Additional Information (Details) $ in Millions | 12 Months Ended |
Sep. 28, 2019USD ($) | |
Pet Segment | |
Impaired Long-Lived Assets Held and Used [Line Items] | |
Impairment charge | $ 2.5 |
Organization and Significant_13
Organization and Significant Accounting Policies - Investments, Additional Information (Details) $ in Millions | 12 Months Ended | |||
Sep. 28, 2019USD ($)company | Sep. 29, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 27, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||||
Owned percentage in unconsolidated entities | 65.00% | |||
Number of unconsolidated companies | company | 10 | |||
Equity income (loss) | $ 1.2 | $ (2.8) | $ 0.9 | |
Investment in unconsolidated companies | $ 12.1 | $ 18.5 | ||
Minimum | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Owned percentage in unconsolidated entities | 7.00% | |||
Maximum | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Owned percentage in unconsolidated entities | 50.00% |
Organization and Significant_14
Organization and Significant Accounting Policies - Insurance, Additional Information (Details) | 12 Months Ended |
Sep. 28, 2019USD ($) | |
Insurance [Line Items] | |
Excess loss insurance that covers any health care claims | $ 700,000 |
Minimum | |
Insurance [Line Items] | |
General liability and vehicle liability insurance policies | 250,000 |
Maximum | |
Insurance [Line Items] | |
General liability and vehicle liability insurance policies | $ 350,000 |
Organization and Significant_15
Organization and Significant Accounting Policies - Stock-Based Compensation, Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Stock-based compensation | $ 14,662 | $ 11,602 | $ 11,115 |
Stock-based compensation after tax | $ 11,100 | $ 8,400 | $ 7,000 |
Organization and Significant_16
Organization and Significant Accounting Policies - Revenue Recognition, Impact on Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 28, 2019 | Sep. 29, 2018 |
Current assets | ||
Receivables, less allowance for doubtful accounts | $ 300,135 | $ 275,908 |
Prepaid expenses and other | 30,160 | 20,562 |
Total current assets | 1,307,193 | 1,217,298 |
Current liabilities | ||
Accrued expenses | 129,166 | 102,583 |
Total current liabilities | 278,525 | $ 212,964 |
Adjustments | Accounting Standards Update 2014-09 | ||
Current assets | ||
Receivables, less allowance for doubtful accounts | (7,839) | |
Prepaid expenses and other | (5,218) | |
Total current assets | (13,057) | |
Current liabilities | ||
Accrued expenses | (13,057) | |
Total current liabilities | (13,057) | |
Balances without Adoption of ASC Topic 606 | ||
Current assets | ||
Receivables, less allowance for doubtful accounts | 292,296 | |
Prepaid expenses and other | 24,942 | |
Total current assets | 1,294,136 | |
Current liabilities | ||
Accrued expenses | 116,109 | |
Total current liabilities | $ 265,468 |
Organization and Significant_17
Organization and Significant Accounting Policies - Statement of Cash Flows, Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | Sep. 24, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total cash, cash equivalents and restricted cash | $ 510,701 | $ 493,005 | $ 45,042 | $ 103,892 |
Net cash used in investing activities | $ (76,263) | (140,882) | (162,842) | |
Accounting Standards Update 2016-18 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total cash, cash equivalents and restricted cash | 10,900 | 12,600 | ||
Net cash used in investing activities | $ (1,700) | $ 1,700 |
Organization and Significant_18
Organization and Significant Accounting Policies - Leases, Additional Information (Details) $ in Millions | Sep. 29, 2019USD ($) |
ASU 2016-02 | Forecast | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Excess amount in addition to operating liabilities | $ 110 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Sep. 28, 2019 | Sep. 29, 2018 |
Liabilities: | ||
Total liabilities | $ 7,369 | $ 8,224 |
Liability for Contingent Consideration | ||
Liabilities: | ||
Total liabilities | 7,369 | 8,224 |
Level 1 | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 1 | Liability for Contingent Consideration | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 2 | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 2 | Liability for Contingent Consideration | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 3 | ||
Liabilities: | ||
Total liabilities | 7,369 | 8,224 |
Level 3 | Liability for Contingent Consideration | ||
Liabilities: | ||
Total liabilities | $ 7,369 | $ 8,224 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Financial Instruments (Details) - Level 3 $ in Thousands | 12 Months Ended |
Sep. 28, 2019USD ($) | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration [Roll Forward] | |
Beginning balance | $ 8,224 |
Estimated contingent performance-based consideration established at the time of acquisition | 0 |
Changes in the fair value of contingent performance-based payments | (685) |
Performance-based payments made | (170) |
Ending balance | $ 7,369 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||||
Feb. 28, 2019USD ($) | Sep. 28, 2019USD ($) | Sep. 29, 2018USD ($) | Mar. 30, 2019customer | Feb. 01, 2019 | Dec. 14, 2017 | Sep. 30, 2017USD ($) | Nov. 30, 2015USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Impairment losses | $ 2,500,000 | $ 0 | ||||||
Number of retail customers that exited | customer | 1 | |||||||
Carrying value of debt | 693,150,000 | 692,153,000 | ||||||
Senior notes | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Carrying value of debt | $ 692,842,000 | 691,575,000 | ||||||
Senior notes | Senior Notes Due February 2028 | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Debt instrument, interest rate | 5.125% | 5.125% | 5.125% | |||||
Senior notes | Senior Notes Due February 2028 | Estimate of Fair Value Measurement | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Estimated fair value of debt | $ 307,100,000 | 285,500,000 | ||||||
Senior notes | Senior Notes Due February 2028 | Carrying (Reported) Amount, Fair Value Disclosure | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Carrying value of debt | 296,100,000 | 295,600,000 | $ 300,000,000 | |||||
Senior notes | Senior Notes Due November 2023 | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Carrying value of debt | $ 400,000,000 | |||||||
Debt instrument, interest rate | 6.125% | |||||||
Senior notes | Senior Notes Due November 2023 | Estimate of Fair Value Measurement | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Estimated fair value of debt | 414,600,000 | 414,400,000 | ||||||
Senior notes | Senior Notes Due November 2023 | Carrying (Reported) Amount, Fair Value Disclosure | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Carrying value of debt | 396,700,000 | $ 396,000,000 | ||||||
Arden Companies | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Percent of investment purchased | 55.00% | 55.00% | 55.00% | |||||
Payments to acquire investments | $ 13,400,000 | |||||||
Arden Companies | Selling, General and Administrative Expenses | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Gain on held investment | $ 3,200,000 | |||||||
Pet Segment | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Impairment charge | $ 2,500,000 |
Acquisitions and Investments _3
Acquisitions and Investments in Joint Ventures - C&S Products (Details) - C&S Products $ in Millions | May 31, 2019USD ($) |
Business Acquisition [Line Items] | |
Payments to acquire investments | $ 30 |
Payment for acquired debt extinguishment | 4.7 |
Purchase price exceeding fair value of net tangible assets acquired | $ 3.2 |
Acquisitions and Investments _4
Acquisitions and Investments in Joint Ventures - Arden Companies (Details) - USD ($) $ in Thousands | 1 Months Ended | 7 Months Ended | |||||
Feb. 28, 2019 | Sep. 28, 2019 | Mar. 30, 2019 | Feb. 01, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | Sep. 24, 2016 | |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 286,077 | $ 281,177 | $ 256,275 | $ 231,385 | |||
Arden Companies | |||||||
Business Acquisition [Line Items] | |||||||
Current assets, net of cash and cash equivalents acquired | $ 52,751 | ||||||
Fixed assets | 11,687 | ||||||
Other assets | 0 | ||||||
Goodwill | 4,900 | 4,900 | |||||
Intangible assets | 10,930 | ||||||
Current liabilities | (19,853) | ||||||
Short-term debt | (22,000) | ||||||
Long-term debt | (19,400) | ||||||
Fair value of the Company's initial investment | (7,878) | ||||||
Net assets acquired, less cash and cash equivalents | 11,137 | ||||||
Measurement Period Adjustments | |||||||
Current assets, net of cash and cash equivalents acquired | 1,540 | ||||||
Fixed assets | 5,376 | ||||||
Other assets | (14,868) | ||||||
Goodwill | 4,900 | ||||||
Other intangible assets | 10,930 | ||||||
Fair value of the Company's initial investment | (7,878) | ||||||
Net assets acquired, less cash and cash equivalents | 0 | ||||||
Previously Reported | Arden Companies | |||||||
Business Acquisition [Line Items] | |||||||
Current assets, net of cash and cash equivalents acquired | 51,211 | ||||||
Fixed assets | 6,311 | ||||||
Other assets | 14,868 | ||||||
Goodwill | 0 | ||||||
Intangible assets | 0 | ||||||
Current liabilities | (19,853) | ||||||
Short-term debt | (22,000) | ||||||
Long-term debt | (19,400) | ||||||
Net assets acquired, less cash and cash equivalents | $ 11,137 | ||||||
Arden Companies | |||||||
Business Acquisition [Line Items] | |||||||
Percent of investment purchased | 55.00% | 55.00% | 55.00% | ||||
Payments to acquire investments | $ 13,400 | ||||||
Purchase price exceeding fair value of net tangible assets acquired | 15,800 | ||||||
Payment for acquired debt extinguishment | $ 36,000 | ||||||
Arden Companies | Selling, General and Administrative Expenses | |||||||
Business Acquisition [Line Items] | |||||||
Gain on held investment | $ 3,200 |
Acquisitions and Investments _5
Acquisitions and Investments in Joint Ventures - General Pet Supply (Details) - USD ($) $ in Thousands | Apr. 02, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | Sep. 24, 2016 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 286,077 | $ 281,177 | $ 256,275 | $ 231,385 | |
General Pet Supply | |||||
Business Acquisition [Line Items] | |||||
Purchase price | $ 24,300 | ||||
Excess of purchase price over estimated fair value of net tangible assets acquired | 13,600 | ||||
Current assets, net of cash and cash equivalents acquired | 12,991 | ||||
Fixed assets | 1,530 | ||||
Goodwill | 5,520 | $ 5,500 | |||
Other assets | 11 | ||||
Other intangible assets | 8,100 | ||||
Current liabilities | (3,506) | ||||
Long-term obligations | (361) | ||||
Net assets acquired, less cash and cash equivalents | 24,285 | ||||
Measurement Period Adjustments | |||||
Fixed assets | 516 | ||||
Goodwill | 5,520 | ||||
Other assets | (14,136) | ||||
Other intangible assets | 8,100 | ||||
Net assets acquired, less cash and cash equivalents | 0 | ||||
Previously Reported | General Pet Supply | |||||
Business Acquisition [Line Items] | |||||
Current assets, net of cash and cash equivalents acquired | 12,991 | ||||
Fixed assets | 1,014 | ||||
Goodwill | 0 | ||||
Other assets | 14,147 | ||||
Other intangible assets | 0 | ||||
Current liabilities | (3,506) | ||||
Long-term obligations | (361) | ||||
Net assets acquired, less cash and cash equivalents | $ 24,285 |
Acquisitions and Investments _6
Acquisitions and Investments in Joint Ventures - Bell Nursery (Details) - USD ($) $ in Thousands | Mar. 12, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | Sep. 24, 2016 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 286,077 | $ 281,177 | $ 256,275 | $ 231,385 | |
Bell Nursery | |||||
Business Acquisition [Line Items] | |||||
Purchase price | $ 61,000 | ||||
Contingent consideration | 10,000 | ||||
Excess of purchase price over estimated fair value of net tangible assets acquired | 13,600 | ||||
Current assets, net of cash and cash equivalents acquired | 27,971 | ||||
Fixed assets | 30,661 | ||||
Goodwill | 7,415 | $ 7,400 | |||
Other assets | 0 | ||||
Other intangible assets | 6,230 | ||||
Current liabilities | (13,633) | ||||
Net assets acquired, less cash and cash equivalents | 58,644 | ||||
Measurement Period Adjustments | |||||
Current assets, net of cash and cash equivalents acquired | (359) | ||||
Fixed assets | 383 | ||||
Goodwill | 7,415 | ||||
Other assets | (11,647) | ||||
Other intangible assets | 6,230 | ||||
Current liabilities | (2,022) | ||||
Net assets acquired, less cash and cash equivalents | 0 | ||||
Previously Reported | Bell Nursery | |||||
Business Acquisition [Line Items] | |||||
Current assets, net of cash and cash equivalents acquired | 28,330 | ||||
Fixed assets | 30,278 | ||||
Goodwill | 0 | ||||
Other assets | 11,647 | ||||
Other intangible assets | 0 | ||||
Current liabilities | (11,611) | ||||
Net assets acquired, less cash and cash equivalents | $ 58,644 |
Acquisitions and Investments _7
Acquisitions and Investments in Joint Ventures - Investments and Equity Method Investments, Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019USD ($)venture | Sep. 29, 2018USD ($)venture | Sep. 30, 2017USD ($)venture | |
Schedule of Equity Method Investments [Line Items] | |||
Investments | $ 2,000 | ||
Number of ventures | venture | 2 | 3 | 2 |
Investments in business | $ 2,010 | $ 9,048 | $ 12,495 |
Mature, seasonal business | |||
Schedule of Equity Method Investments [Line Items] | |||
Percent interest in ventures | 45.00% | ||
Start-up company | |||
Schedule of Equity Method Investments [Line Items] | |||
Percent interest in ventures | 30.00% | ||
Minimum | |||
Schedule of Equity Method Investments [Line Items] | |||
Percent interest in ventures | 13.00% | ||
Maximum | |||
Schedule of Equity Method Investments [Line Items] | |||
Percent interest in ventures | 20.00% |
Acquisitions and Investments _8
Acquisitions and Investments in Joint Ventures - K&H Manufacturing, LLC (Details) - USD ($) $ in Thousands | Apr. 28, 2017 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | Sep. 24, 2016 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 286,077 | $ 281,177 | $ 256,275 | $ 231,385 | |
K&H Manufacturing | |||||
Business Acquisition [Line Items] | |||||
Purchase price | $ 48,000 | ||||
Excess of purchase price over estimated fair value of net tangible assets acquired | 41,200 | ||||
Current assets, net of cash and cash equivalents acquired | 6,052 | ||||
Fixed assets | 315 | ||||
Other assets | 0 | ||||
Goodwill | 11,968 | $ 12,000 | |||
Other intangible assets | 29,200 | ||||
Current liabilities | (757) | ||||
Allocation | 46,778 | ||||
Measurement Period Adjustments | |||||
Current assets, net of cash and cash equivalents acquired | 613 | ||||
Other assets | (41,781) | ||||
Goodwill | 11,968 | ||||
Other intangible assets | 29,200 | ||||
Net assets acquired, less cash and cash equivalents | 0 | ||||
K&H Manufacturing | Previously Reported | |||||
Business Acquisition [Line Items] | |||||
Current assets, net of cash and cash equivalents acquired | 5,439 | ||||
Fixed assets | 315 | ||||
Other assets | 41,781 | ||||
Goodwill | 0 | ||||
Other intangible assets | 0 | ||||
Current liabilities | (757) | ||||
Allocation | $ 46,778 |
Acquisitions and Investments _9
Acquisitions and Investments in Joint Ventures - Segrest, Inc. (Details) - USD ($) $ in Thousands | Oct. 21, 2016 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | Sep. 24, 2016 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 286,077 | $ 281,177 | $ 256,275 | $ 231,385 | |
Segrest Inc. | |||||
Business Acquisition [Line Items] | |||||
Excess of purchase price over estimated fair value of net tangible assets acquired | $ 44,400 | ||||
Cash paid, net of cash acquired | 54,043 | ||||
Contingent consideration | 2,700 | ||||
Purchase price | 56,743 | ||||
Current assets, net of cash and cash equivalents acquired | 7,103 | ||||
Fixed assets | 9,253 | ||||
Other assets | 0 | ||||
Goodwill | 25,890 | ||||
Other intangible assets | 27,650 | ||||
Current liabilities | (2,075) | ||||
Deferred Tax Liability | (11,078) | ||||
Allocation | 56,743 | ||||
Measurement Period Adjustments | |||||
Contingent consideration | (3,300) | ||||
Purchase price | (3,300) | ||||
Current assets, net of cash and cash equivalents acquired | (300) | ||||
Fixed assets | 2,242 | ||||
Other assets | (47,704) | ||||
Goodwill | 25,890 | ||||
Other intangible assets | 27,650 | ||||
Deferred Tax Liability | (11,078) | ||||
Segrest Inc. | Previously Reported | |||||
Business Acquisition [Line Items] | |||||
Cash paid, net of cash acquired | 54,043 | ||||
Contingent consideration | 6,000 | ||||
Purchase price | 60,043 | ||||
Current assets, net of cash and cash equivalents acquired | 7,403 | ||||
Fixed assets | 7,011 | ||||
Other assets | 47,704 | ||||
Goodwill | |||||
Other intangible assets | |||||
Current liabilities | (2,075) | ||||
Deferred Tax Liability | |||||
Allocation | $ 60,043 |
Concentration of Credit Risk _2
Concentration of Credit Risk and Significant Customers and Suppliers (Details) | 12 Months Ended | ||
Sep. 28, 2019suppliercustomer | Sep. 29, 2018customer | Sep. 30, 2017customer | |
Concentration Risk [Line Items] | |||
Percentage of net sales | 49.00% | 48.00% | 44.00% |
Number of customers | customer | 5 | 5 | 5 |
Percentage of largest customer accounted of the Company's net sales | 16.00% | 16.00% | |
Percentage of accounts receivable | 46.00% | ||
Percentage of accounts receivable including Company's largest customer | 11.00% | 14.00% | |
Percentage of cost of goods sold | 6.00% | 8.00% | 9.00% |
Number of suppliers | supplier | 5 | ||
Sales Revenue, Net | Customer Concentration Risk | Customer One | |||
Concentration Risk [Line Items] | |||
Percentage of largest customer accounted of the Company's net sales | 16.00% | ||
Sales Revenue, Net | Customer Concentration Risk | Customer Two | |||
Concentration Risk [Line Items] | |||
Percentage of largest customer accounted of the Company's net sales | 12.00% | 11.00% | 8.00% |
Sales Revenue, Net | Customer Concentration Risk | Customer Three | |||
Concentration Risk [Line Items] | |||
Percentage of largest customer accounted of the Company's net sales | 9.00% | 8.00% | 8.00% |
Allowance for Doubtful Accoun_3
Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balances at Beginning of Period | $ 24,125 | $ 21,436 | $ 21,069 |
Charged/ (Credited) to Costs and Expenses | 6,906 | 2,132 | 2,921 |
Asset Write-Offs | (3,438) | (2,554) | |
Asset Recoveries | 557 | ||
Reclassification of Product Return Reserve | (6,465) | 0 | 0 |
Balances at End of Period | $ 21,128 | 24,125 | 21,436 |
Reserves for expected returns | $ 6,500 | $ 6,900 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Thousands | Sep. 28, 2019 | Sep. 29, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 145,331 | $ 117,539 |
Work in progress | 51,154 | 35,691 |
Finished goods | 255,870 | 263,845 |
Supplies | 13,842 | 10,748 |
Total inventories, net | $ 466,197 | $ 427,823 |
Property and Equipment, Net - C
Property and Equipment, Net - Components of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 28, 2019 | Sep. 29, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 624,331 | $ 572,672 |
Accumulated depreciation and amortization | (378,926) | (355,025) |
Property and equipment, net | 245,405 | 217,647 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 17,396 | 14,183 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 179,398 | 154,787 |
Transportation equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,651 | 9,348 |
Machine and warehouse equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 255,943 | 227,727 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 116,353 | 114,878 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 30,016 | 27,734 |
Assets under construction | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 15,574 | $ 24,015 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense, including the amortization of intangible assets | $ 50,828 | $ 47,199 | $ 42,719 |
Goodwill - Changes in Carrying
Goodwill - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | Sep. 24, 2016 | |
Goodwill [Roll Forward] | ||||
Goodwill | $ 695,638 | $ 690,738 | $ 665,836 | $ 640,946 |
Accumulated impairment losses | (409,561) | (409,561) | (409,561) | (409,561) |
Balance as of beginning of period | 281,177 | 256,275 | 231,385 | |
Additions in fiscal year | 4,900 | 24,902 | 25,890 | |
Write off related to sale of business | (1,000) | |||
Balance as of end of period | 286,077 | 281,177 | 256,275 | |
Garden Products Segment | ||||
Goodwill [Roll Forward] | ||||
Goodwill | 231,371 | 226,471 | 219,056 | 219,056 |
Accumulated impairment losses | (213,583) | (213,583) | (213,583) | (213,583) |
Balance as of beginning of period | 12,888 | 5,473 | 5,473 | |
Additions in fiscal year | 4,900 | 7,415 | 0 | |
Write off related to sale of business | 0 | |||
Balance as of end of period | 17,788 | 12,888 | 5,473 | |
Pet Products Segment | ||||
Goodwill [Roll Forward] | ||||
Goodwill | 464,267 | 464,267 | 446,780 | 421,890 |
Accumulated impairment losses | (195,978) | (195,978) | (195,978) | $ (195,978) |
Balance as of beginning of period | 268,289 | 250,802 | 225,912 | |
Additions in fiscal year | 0 | 17,487 | 25,890 | |
Write off related to sale of business | (1,000) | |||
Balance as of end of period | $ 268,289 | $ 268,289 | $ 250,802 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) | 12 Months Ended |
Sep. 28, 2019unit | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Number of reporting units | 2 |
Other Intangible Assets - Compo
Other Intangible Assets - Components of Gross and Net Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 |
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | $ 261,800 | $ 250,700 | $ 201,100 |
Accumulated Amortization | (86,000) | (71,200) | (57,800) |
Accumulated Impairment | (29,700) | (27,200) | (27,200) |
Net Carrying Value | 146,137 | 152,265 | 116,100 |
Marketing-Related Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 90,300 | 89,200 | 79,600 |
Accumulated Amortization | (16,300) | (14,200) | (12,700) |
Accumulated Impairment | (26,000) | (26,000) | (26,000) |
Net Carrying Value | 48,000 | 49,000 | 40,900 |
Other Acquired Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 33,100 | 33,200 | 29,900 |
Accumulated Amortization | (16,400) | (14,500) | (12,900) |
Accumulated Impairment | (1,200) | (1,200) | (1,200) |
Net Carrying Value | 15,500 | 17,500 | 15,800 |
Amortizable | Marketing-Related Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 19,700 | 18,600 | 16,900 |
Accumulated Amortization | (16,300) | (14,200) | (12,700) |
Accumulated Impairment | 0 | 0 | 0 |
Net Carrying Value | 3,400 | 4,400 | 4,200 |
Amortizable | Customer-Related Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 138,400 | 128,300 | 91,600 |
Accumulated Amortization | (53,300) | (42,500) | (32,200) |
Accumulated Impairment | (2,500) | 0 | 0 |
Net Carrying Value | 82,600 | 85,800 | 59,400 |
Amortizable | Other Acquired Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 26,000 | 25,400 | 22,100 |
Accumulated Amortization | (16,400) | (14,500) | (12,900) |
Accumulated Impairment | 0 | 0 | 0 |
Net Carrying Value | 9,600 | 10,900 | 9,200 |
Nonamortizable | Marketing-Related Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 70,600 | 70,600 | 62,700 |
Accumulated Impairment | (26,000) | (26,000) | (26,000) |
Net Carrying Value | 44,600 | 44,600 | 36,700 |
Nonamortizable | Other Acquired Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 7,100 | 7,800 | 7,800 |
Accumulated Impairment | (1,200) | (1,200) | (1,200) |
Net Carrying Value | $ 5,900 | $ 6,600 | $ 6,600 |
Other Intangible Assets - Addit
Other Intangible Assets - Additional Information (Details) $ in Millions | 3 Months Ended | 12 Months Ended | 15 Months Ended | |||||
Mar. 30, 2019USD ($)customer | Dec. 24, 2016USD ($) | Sep. 28, 2019USD ($) | Sep. 29, 2018USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Feb. 28, 2019 | Feb. 01, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||||||
Number of retail customers that exited | customer | 1 | |||||||
Amortization expense for intangibles | $ 14.5 | $ 12.7 | $ 8.8 | |||||
Estimated annual amortization expense related to acquired intangible assets, 2020 | 12 | |||||||
Estimated annual amortization expense related to acquired intangible assets, 2021 | 12 | |||||||
Estimated annual amortization expense related to acquired intangible assets, 2022 | 12 | |||||||
Estimated annual amortization expense related to acquired intangible assets, 2023 | 12 | |||||||
Estimated annual amortization expense related to acquired intangible assets, 2024 | 12 | |||||||
Pet Segment | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Impairment charge | $ 2.5 | |||||||
Minimum | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Useful life | 3 years | |||||||
Maximum | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Useful life | 25 years | |||||||
Marketing-Related Intangible Assets | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Other intangible assets, net | $ 1 | |||||||
Marketing-Related Intangible Assets | Weighted Average | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Useful life | 4 years | |||||||
Customer-Related Intangible Assets | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Other intangible assets, net | $ 9.9 | |||||||
Customer-Related Intangible Assets | Weighted Average | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Useful life | 9 years | |||||||
Other Acquired Intangible Assets | Weighted Average | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Useful life | 10 years | |||||||
K&H, Bell Nursery, and General Pet Supply | Marketing-Related Intangible Assets | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Other intangible assets, net | $ 9.6 | |||||||
K&H, Bell Nursery, and General Pet Supply | Customer-Related Intangible Assets | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Other intangible assets, net | 36.7 | |||||||
K&H, Bell Nursery, and General Pet Supply | Other Acquired Intangible Assets | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Other intangible assets, net | $ 3.3 | |||||||
Segrest Inc. | Marketing-Related Intangible Assets | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Other intangible assets, net | $ 2 | |||||||
Segrest Inc. | Customer-Related Intangible Assets | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Other intangible assets, net | 27.3 | |||||||
Segrest Inc. | Other Acquired Intangible Assets | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Other intangible assets, net | $ 1.3 | |||||||
Arden Companies | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Percent of investment purchased | 55.00% | 55.00% | 55.00% |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Sep. 28, 2019 | Sep. 29, 2018 | Dec. 14, 2017 | Sep. 30, 2017 | Nov. 09, 2015 | |
Components of long-term debt | |||||
Total | $ 693,150 | $ 692,153 | |||
Less current portion | (113) | (122) | |||
Long-term portion | 693,037 | 692,031 | |||
Senior Notes | |||||
Components of long-term debt | |||||
Unamortized debt issuance costs | (7,158) | (8,425) | |||
Total | 692,842 | 691,575 | |||
Senior Notes | Senior notes, interest at 6.125%, payable semi-annually, principal due November 2023 | |||||
Components of long-term debt | |||||
Gross carrying value | 400,000 | 400,000 | |||
Unamortized debt issuance costs | $ (3,200) | ||||
Debt instrument, interest rate | 6.125% | 6.125% | |||
Senior Notes | Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028 | |||||
Components of long-term debt | |||||
Gross carrying value | $ 300,000 | 300,000 | |||
Unamortized debt issuance costs | $ (3,900) | ||||
Debt instrument, interest rate | 5.125% | 5.125% | 5.125% | ||
Secured Debt | Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.00% to 1.50% or Base Rate plus a margin of 0.0% to 0.50%, final maturity September 2024 | |||||
Components of long-term debt | |||||
Total | $ 0 | 0 | |||
Secured Debt | Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.00% to 1.50% or Base Rate plus a margin of 0.0% to 0.50%, final maturity September 2024 | Minimum | LIBOR | |||||
Components of long-term debt | |||||
Applicable interest margin rate on the credit facility | 1.00% | ||||
Secured Debt | Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.00% to 1.50% or Base Rate plus a margin of 0.0% to 0.50%, final maturity September 2024 | Minimum | Base Rate | |||||
Components of long-term debt | |||||
Applicable interest margin rate on the credit facility | 0.00% | ||||
Secured Debt | Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.00% to 1.50% or Base Rate plus a margin of 0.0% to 0.50%, final maturity September 2024 | Maximum | LIBOR | |||||
Components of long-term debt | |||||
Applicable interest margin rate on the credit facility | 1.50% | ||||
Secured Debt | Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.00% to 1.50% or Base Rate plus a margin of 0.0% to 0.50%, final maturity September 2024 | Maximum | Base Rate | |||||
Components of long-term debt | |||||
Applicable interest margin rate on the credit facility | 0.50% | ||||
Secured Debt | Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.50% or Base Rate plus a margin of 0.25% to 0.50%, final maturity April 2021 | |||||
Components of long-term debt | |||||
Total | $ 0 | 0 | |||
Secured Debt | Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.50% or Base Rate plus a margin of 0.25% to 0.50%, final maturity April 2021 | Minimum | LIBOR | |||||
Components of long-term debt | |||||
Applicable interest margin rate on the credit facility | 1.25% | ||||
Secured Debt | Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.50% or Base Rate plus a margin of 0.25% to 0.50%, final maturity April 2021 | Minimum | Base Rate | |||||
Components of long-term debt | |||||
Applicable interest margin rate on the credit facility | 0.25% | ||||
Secured Debt | Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.50% or Base Rate plus a margin of 0.25% to 0.50%, final maturity April 2021 | Maximum | LIBOR | |||||
Components of long-term debt | |||||
Applicable interest margin rate on the credit facility | 1.50% | ||||
Secured Debt | Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.50% or Base Rate plus a margin of 0.25% to 0.50%, final maturity April 2021 | Maximum | Base Rate | |||||
Components of long-term debt | |||||
Applicable interest margin rate on the credit facility | 0.50% | ||||
Other Notes Payable | |||||
Components of long-term debt | |||||
Total | $ 308 | $ 578 |
Long-Term Debt - Senior Notes,
Long-Term Debt - Senior Notes, Additional Information (Details) - Senior Notes - USD ($) | Dec. 14, 2017 | Nov. 09, 2015 | Sep. 28, 2019 | Sep. 30, 2017 |
Senior Notes Due February 2028 | ||||
Debt Instrument [Line Items] | ||||
Debt, aggregate principal amount | $ 300,000,000 | |||
Debt instrument, interest rate | 5.125% | 5.125% | 5.125% | |
Debt issuance costs | $ 4,800,000 | |||
Redemption percentage | 35.00% | |||
Debt redemption price percentage | 105.125% | |||
Percentage of purchase price | 101.00% | |||
Senior Notes Due February 2028 | Redemption Period, One | ||||
Debt Instrument [Line Items] | ||||
Debt redemption price percentage | 102.563% | |||
Senior Notes Due February 2028 | Redemption Period, Two | ||||
Debt Instrument [Line Items] | ||||
Debt redemption price percentage | 101.708% | |||
Senior Notes Due February 2028 | Redemption Period, Three | ||||
Debt Instrument [Line Items] | ||||
Debt redemption price percentage | 100.854% | |||
Senior Notes Due February 2028 | Redemption Period, Four | ||||
Debt Instrument [Line Items] | ||||
Debt redemption price percentage | 100.00% | |||
Senior Notes Due November 2023 | ||||
Debt Instrument [Line Items] | ||||
Debt, aggregate principal amount | $ 400,000,000 | |||
Debt instrument, interest rate | 6.125% | 6.125% | ||
Debt issuance costs | $ 6,300,000 | |||
Debt redemption price percentage | 101.00% | |||
Senior Notes Due November 2023 | Redemption Period, One | ||||
Debt Instrument [Line Items] | ||||
Debt redemption price percentage | 103.063% | |||
Senior Notes Due November 2023 | Redemption Period, Two | ||||
Debt Instrument [Line Items] | ||||
Debt redemption price percentage | 101.531% | |||
Senior Notes Due November 2023 | Redemption Period, Three | ||||
Debt Instrument [Line Items] | ||||
Debt redemption price percentage | 100.00% | |||
Senior Subordinated Notes Due March 2018 | ||||
Debt Instrument [Line Items] | ||||
Debt, aggregate principal amount | $ 400,000,000 | |||
Debt instrument, interest rate | 8.25% | |||
Debt redemption price percentage | 102.063% |
Long-Term Debt - Asset-Based Lo
Long-Term Debt - Asset-Based Loan Facility Amendment, Additional Information (Details) - USD ($) | Sep. 27, 2019 | Apr. 22, 2016 | Sep. 28, 2019 |
Debt Instrument [Line Items] | |||
Outstanding letters of credit | $ 3,200,000 | ||
Line of credit facility, commitment fee percentage | 0.125% | ||
Ownership percentage of equity | 65.00% | ||
Pledges | |||
Debt Instrument [Line Items] | |||
Ownership percentage of equity | 100.00% | ||
Minimum | |||
Debt Instrument [Line Items] | |||
Ownership percentage of equity | 7.00% | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Ownership percentage of equity | 50.00% | ||
Short-Notice Borrowing | |||
Debt Instrument [Line Items] | |||
Outstanding letters of credit | $ 40,000,000 | ||
Standby Letters of Credit | |||
Debt Instrument [Line Items] | |||
Outstanding letters of credit | $ 50,000,000 | ||
Asset-based Revolving Credit Facility | LIBOR | |||
Debt Instrument [Line Items] | |||
Applicable interest margin rate on the credit facility | 0.00% | ||
Asset-based Revolving Credit Facility | Base Rate | |||
Debt Instrument [Line Items] | |||
Applicable interest margin rate on the credit facility | 0.00% | ||
Letter of Credit | |||
Debt Instrument [Line Items] | |||
Other letters of credit outstanding | $ 3,200,000 | ||
Secured Debt | Asset-based Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 400,000,000 | ||
Additional principal amount | 200,000,000 | ||
Borrowing base | $ 400,000,000 | ||
Long-term line of credit | 0 | ||
Other letters of credit outstanding | 0 | ||
Debt issuance costs | $ 1,600,000 | ||
Debt instrument fixed charge coverage ratio | 1 | ||
Secured Debt | Asset-based Revolving Credit Facility | Federal Funds Rate | |||
Debt Instrument [Line Items] | |||
Applicable interest margin rate on the credit facility | 0.50% | ||
Secured Debt | Asset-based Revolving Credit Facility | One-month LIBOR | |||
Debt Instrument [Line Items] | |||
Applicable interest margin rate on the credit facility | 1.00% | ||
Secured Debt | Asset-based Revolving Credit Facility | LIBOR | |||
Debt Instrument [Line Items] | |||
Applicable interest margin rate on the credit facility | 1.00% | ||
Applicable interest rate on the credit facility | 3.00% | ||
Secured Debt | Asset-based Revolving Credit Facility | LIBOR | Minimum | |||
Debt Instrument [Line Items] | |||
Applicable interest margin rate on the credit facility | 1.00% | 1.25% | |
Secured Debt | Asset-based Revolving Credit Facility | LIBOR | Maximum | |||
Debt Instrument [Line Items] | |||
Applicable interest margin rate on the credit facility | 1.50% | 1.50% | |
Secured Debt | Asset-based Revolving Credit Facility | Base Rate | |||
Debt Instrument [Line Items] | |||
Applicable interest rate on the credit facility | 5.00% | ||
Secured Debt | Asset-based Revolving Credit Facility | Base Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Applicable interest margin rate on the credit facility | 0.00% | 0.25% | |
Secured Debt | Asset-based Revolving Credit Facility | Base Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Applicable interest margin rate on the credit facility | 0.50% | 0.50% |
Long-Term Debt - Scheduled Prin
Long-Term Debt - Scheduled Principal Repayments on Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 28, 2019 | Sep. 29, 2018 |
Debt Disclosure [Abstract] | ||
2020 | $ 113 | |
2021 | 97 | |
2022 | 80 | |
2023 | 18 | |
2024 | 400,000 | |
Thereafter | 300,000 | |
Total | 700,308 | |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | 7,158 | $ 8,425 |
Senior Notes | Senior Notes Due November 2023 | ||
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | 3,200 | |
Senior Notes | Senior Notes Due February 2028 | ||
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | $ 3,900 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | Jun. 27, 2018USD ($)claim | Sep. 28, 2019USD ($) | Sep. 29, 2018USD ($) | Sep. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | ||||
Outstanding letters of credit | $ 3,200 | |||
Restricted cash | $ 12,952 | $ 10,899 | ||
Minimum operating lease agreement terms (in years) | 1 year | |||
Maximum operating lease agreement terms (in years) | 10 years | |||
Operating lease rental expense | $ 41,700 | $ 35,400 | $ 31,700 | |
Number of claims | claim | 3 | |||
Awarded damages | $ 12,600 |
Commitments and Contingencies_2
Commitments and Contingencies - Aggregate Minimum Annual Payments on Non-Cancelable Operating Leases (Details) $ in Thousands | Sep. 28, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 38,022 |
2021 | 29,353 |
2022 | 21,818 |
2023 | 11,265 |
2024 | 7,861 |
Thereafter | 20,724 |
Total | $ 129,043 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Current: | |||
Federal | $ 17,048 | $ 5,728 | $ 32,755 |
State | 2,728 | 2,319 | 3,034 |
Foreign | 169 | 91 | 121 |
Total | 19,945 | 8,138 | 35,910 |
Deferred: | |||
Federal | 4,278 | (3,676) | 11,227 |
State | 2,380 | (1,162) | (1,038) |
Foreign | 1 | 5 | 600 |
Total | 6,659 | (4,833) | 10,789 |
Total | $ 26,604 | $ 3,305 | $ 46,699 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Statutory Federal Income Tax Rate to the Company's Effective Income Tax Rate (Details) | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal income tax rate | 21.00% | 24.50% | 35.00% |
State income taxes, net of federal benefit | 4.30% | 0.90% | 2.40% |
Other permanent differences | 0.70% | (0.10%) | 0.30% |
Adjustment of prior year accruals | (0.60%) | 0.00% | (0.30%) |
Credits | (0.90%) | (0.80%) | (0.60%) |
Rate change - Tax reform | 0.00% | (16.90%) | 0.00% |
Stock based compensation | (1.60%) | (5.40%) | 0.00% |
Other | (0.60%) | 0.40% | 0.10% |
Effective income tax rate | 22.30% | 2.60% | 36.90% |
Income Taxes - Tax Effect of Te
Income Taxes - Tax Effect of Temporary Differences and Carryforwards which Give Rise to Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 28, 2019 | Sep. 29, 2018 |
Deferred Tax Assets | ||
Allowance for doubtful accounts | $ 5,029 | $ 5,613 |
Inventory write-downs | 8,374 | 6,819 |
Nondeductible reserves | 3,968 | 983 |
State taxes | 39 | 74 |
Employee benefits | 5,704 | 5,578 |
Equity loss | 884 | 2,053 |
State net operating loss carryforward | 6,579 | 6,722 |
Stock based compensation | 3,538 | 2,541 |
State credits | 2,819 | 2,742 |
Other | 4,774 | 4,240 |
Valuation allowance | (7,179) | (6,809) |
Total | 34,529 | 30,556 |
Deferred Tax Liabilities | ||
Prepaid expenses | 2,060 | 1,408 |
Depreciation and amortization | 77,901 | 65,983 |
Total | $ 79,961 | $ 67,391 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Sep. 28, 2019 | Sep. 29, 2018 |
Income Tax Disclosure [Abstract] | ||
State income tax credits | $ 3,600,000 | |
Valuation allowances | 7,179,000 | $ 6,809,000 |
Accrued interest (less than) | 100,000 | 100,000 |
Penalties were accrued related to uncertain tax positions | 0 | $ 0 |
Unrecognized tax benefit may be recognized within twelve months as a result of a settlement | 500,000 | |
Decrease in unrecognized tax benefits | 200,000 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | 109,600,000 | |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 4,500,000 |
Income Taxes - Activity Related
Income Taxes - Activity Related to Company's Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 28, 2019 | Sep. 29, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning Balance | $ 518 | $ 325 |
Increases related to prior year tax positions | 8 | 138 |
Increases related to current year tax positions | 81 | 83 |
Decreases related to prior year tax positions | 0 | (28) |
Settlements | (124) | 0 |
Decreases related to lapse of statute of limitations | 0 | 0 |
Ending Balance | $ 483 | $ 518 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | 12 Months Ended |
Sep. 28, 2019shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granting of options (in shares) | 818,000 |
Restricted Stock Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares of restricted stock | 547,000 |
2003 Plan | Common stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share based compensation, number of shares | 5,800,000 |
Shares reserved for outstanding equity awards | 3,600,000 |
Shares reserved for future awards | 4,600,000 |
2003 Plan | Class A common stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share based compensation, number of shares | 19,700,000 |
Shares reserved for outstanding equity awards | 0 |
Shares reserved for future awards | 10,700,000 |
2003 Plan | Preferred Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share based compensation, number of shares | 500,000,000 |
Shares reserved for outstanding equity awards | 0 |
Shares reserved for future awards | 500,000 |
Director Plan | Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granting of options (in shares) | 200,000,000 |
Director Plan | Restricted Stock Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares of restricted stock | 20,000,000 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Awards, Additional Information (Details) | 12 Months Ended | ||
Sep. 28, 2019USD ($)installment$ / shares | Sep. 29, 2018USD ($)$ / shares | Sep. 30, 2017USD ($)$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of vesting installments | installment | 4 | ||
Expiration period | 6 years | ||
Dividend during expected term (in usd per share) | $ 0 | ||
Expected life of option award | 3 years 8 months 12 days | 3 years 8 months | 3 years 8 months |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life of option award | 3 years 8 months | ||
Stock price volatility (percent) | 30.40% | 31.60% | 31.50% |
Risk free interest rate | 2.50% | 2.40% | 2.00% |
Weighted average grant date fair value of options granted (in usd per share) | $ / shares | $ 7.28 | $ 9.80 | $ 8.14 |
Total intrinsic value of options exercised | $ 6,700,000 | $ 16,600,000 | $ 44,000,000 |
Total unrecognized compensation cost | $ 9,000,000 | ||
Weighted average vesting period | 3 years | ||
Stock Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding options to purchase common stock (in usd per share) | $ / shares | $ 8.56 | $ 6.43 | $ 6.43 |
Stock Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding options to purchase common stock (in usd per share) | $ / shares | $ 38.10 | $ 38.10 | $ 33.15 |
Restricted Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation cost | $ 21,900,000 | ||
Weighted average vesting period | 4 years | ||
Selling, General and Administrative Expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 14,700,000 | $ 11,600,000 | $ 11,100,000 |
Selling, General and Administrative Expenses | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 4,500,000 | 3,900,000 | 2,900,000 |
Selling, General and Administrative Expenses | Restricted Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 6,000,000 | 5,400,000 | 5,800,000 |
Selling, General and Administrative Expenses | 401 (K) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 4,200,000 | $ 2,300,000 | $ 2,400,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Number of Shares | |||
Beginning Balance, Outstanding (in shares) | 2,329 | ||
Granted (in shares) | 818 | ||
Exercised (in shares) | (431) | ||
Canceled or expired (in shares) | (167) | ||
Ending Balance, Outstanding (in shares) | 2,549 | 2,329 | |
Exercisable (in shares) | 957 | 636 | 458 |
Expected to vest (in shares) | 1,455 | ||
Weighted Average Exercise Price per Share | |||
Beginning Balance, Outstanding (in usd per share) | $ 22.56 | $ 10.80 | |
Granted (in usd per share) | 27 | ||
Exercised (in usd per share) | 12.53 | ||
Canceled or expired (in usd per share) | 28.09 | ||
Ending Balance, Outstanding (in usd per share) | 25.32 | 22.56 | $ 10.80 |
Exercised (in usd per share) | 21.08 | $ 16.35 | |
Expected to vest (in usd per share) | $ 27.87 | ||
Additional Disclosures | |||
Outstanding, Weighted Average Remaining Contractual Life | 4 years | 4 years | 2 years |
Exercisable, Weighted Average Remaining Contractual Life | 3 years | 3 years | |
Expected to vest, Weighted Average Remaining Contractual Life | 4 years | ||
Outstanding, Aggregate Intrinsic Value | $ 12,498 | $ 26,543 | $ 12,097 |
Exercisable, Aggregate Intrinsic Value | 8,589 | $ 10,731 | |
Expected to vest, Aggregate Intrinsic Value | $ 3,572 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Awards, Additional Information (Details) - Restricted Stock Awards - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | |
Sep. 28, 2019 | Sep. 29, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards outstanding (in shares) | 1,083 | 874 |
Total unrecognized compensation cost | $ 21.9 | |
Weighted average vesting period | 4 years | |
Vesting One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | 4 years |
Vesting Two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 5 years | 5 years |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Award Activity (Details) - Restricted Stock Awards shares in Thousands | 12 Months Ended |
Sep. 28, 2019$ / sharesshares | |
Number of Shares | |
Beginning Balance, Nonvested (in shares) | shares | 874 |
Granted (in shares) | shares | 547 |
Vested (in shares) | shares | (317) |
Forfeited (in shares) | shares | (21) |
Ending Balance, Nonvested (in shares) | shares | 1,083 |
Weighted Average Grant Date Fair Value per Share | |
Beginning Balance, Nonvested (in usd per share) | $ / shares | $ 22.37 |
Granted (in usd per share) | $ / shares | 26.05 |
Vested (in usd per share) | $ / shares | 14.19 |
Forfeited (in usd per share) | $ / shares | 23.95 |
Ending Balance, Nonvested (in usd per share) | $ / shares | $ 26.60 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | 1 Months Ended | 12 Months Ended | ||||
Aug. 31, 2018USD ($)$ / sharesshares | Sep. 28, 2019USD ($)vote$ / sharesshares | Sep. 29, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Aug. 31, 2019USD ($) | Sep. 24, 2011USD ($) | |
Class of Stock [Line Items] | ||||||
Preferred stock authorized (in shares) | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Proceeds from issuance of common stock, net of offering costs | $ | $ 0 | $ 195,631,000 | $ 0 | |||
Repurchased of stock | $ | 58,115,000 | |||||
2019 Repurchase Authorization | ||||||
Class of Stock [Line Items] | ||||||
Stock repurchase program, authorized amount | $ | $ 100,000,000 | |||||
Stock repurchase program remaining authorized amount | $ | $ 100,000,000 | |||||
Equity Dilution Authorization | ||||||
Class of Stock [Line Items] | ||||||
Stock repurchase, remaining authorization (in shares) | 1,200,000 | |||||
Common stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock authorized (in shares) | 80,000,000 | 80,000,000 | ||||
Common stock, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Common stock, shares outstanding (in shares) | 11,543,969 | 12,145,135 | ||||
Stock repurchase program, authorized amount | $ | $ 100,000,000 | |||||
Repurchased of stock (in shares) | 600,000 | |||||
Repurchased of stock | $ | $ 14,700,000 | |||||
Repurchases of stock (in usd per share) | $ / shares | $ 24.41 | |||||
Class A common stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock authorized (in shares) | 100,000,000 | 100,000,000 | ||||
Common stock, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Common stock, shares outstanding (in shares) | 42,968,493 | 43,953,265 | ||||
Shares issued and sold (in shares) | 5,500,000 | |||||
Shares issued and sold (in usd per share) | $ / shares | $ 37 | |||||
Shares issued upon exercise of option (in shares) | 550,000 | |||||
Proceeds from issuance of common stock, net of offering costs | $ | $ 195,600,000 | |||||
Class B stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock authorized (in shares) | 3,000,000 | 3,000,000 | ||||
Common stock, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Common stock, shares outstanding (in shares) | 1,652,262 | 1,652,262 | ||||
Percentage of vote cast for shares (percent) | 49.00% | |||||
Convertible shares conversion ratio | 1 | |||||
Non voting common stock | ||||||
Class of Stock [Line Items] | ||||||
Repurchased of stock (in shares) | 1,800,000 | |||||
Repurchased of stock | $ | $ 43,400,000 | |||||
Repurchases of stock (in usd per share) | $ / shares | $ 24.69 | |||||
Minimum | Class B stock | ||||||
Class of Stock [Line Items] | ||||||
Number of voting powers | vote | 1 | |||||
Maximum | Class B stock | ||||||
Class of Stock [Line Items] | ||||||
Number of voting powers | vote | 10 |
Earnings Per Share - Numerators
Earnings Per Share - Numerators and Denominators in Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Basic EPS: | |||||||||||
Net income available to common shareholders | $ 92,786 | $ 123,594 | $ 78,828 | ||||||||
Net income available to common shareholders (in shares) | 56,017 | 57,319 | 57,050 | 56,903 | 54,059 | 51,134 | 50,871 | 50,730 | 56,770 | 51,716 | 50,230 |
Net income available to common shareholders (in usd per share) | $ 0.04 | $ 0.81 | $ 0.74 | $ 0.03 | $ 0.20 | $ 0.81 | $ 0.89 | $ 0.52 | $ 1.63 | $ 2.39 | $ 1.57 |
Options to purchase common stock (in shares) | 509 | 996 | 992 | ||||||||
Options to purchase common stock (in usd per share) | $ (0.01) | $ (0.05) | $ (0.03) | ||||||||
Restricted shares (in shares) | 332 | 629 | 598 | ||||||||
Restricted shares (in usd per share) | $ (0.01) | $ (0.02) | $ (0.02) | ||||||||
Diluted EPS: | |||||||||||
Net income available to common shareholders | $ 92,786 | $ 123,594 | $ 78,828 | ||||||||
Net income available to common shareholders (in shares) | 56,618 | 57,985 | 58,026 | 58,001 | 55,376 | 52,575 | 52,658 | 52,695 | 57,611 | 53,341 | 51,820 |
Net income available to common shareholders (in usd per share) | $ 0.04 | $ 0.80 | $ 0.73 | $ 0.03 | $ 0.19 | $ 0.79 | $ 0.86 | $ 0.50 | $ 1.61 | $ 2.32 | $ 1.52 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares shares in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock outstanding, not included in computation of diluted earnings per share (in shares) | 1,100 | 2,000 | 31 |
Quarterly Financial Data - Un_3
Quarterly Financial Data - Unaudited (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 540,744 | $ 706,575 | $ 673,701 | $ 461,990 | $ 502,314 | $ 657,943 | $ 613,094 | $ 442,011 | $ 2,383,010 | $ 2,215,362 | $ 2,054,478 |
Gross profit | 148,524 | 219,284 | 206,051 | 130,182 | 147,018 | 202,064 | 194,457 | 131,837 | 704,041 | 675,376 | 632,808 |
Net income (loss) attributable to Central Garden & Pet Company | $ 2,440 | $ 46,152 | $ 42,391 | $ 1,803 | $ 10,568 | $ 41,545 | $ 45,234 | $ 26,247 | $ 92,786 | $ 123,594 | $ 78,828 |
Net income per share: | |||||||||||
Basic (in usd per share) | $ 0.04 | $ 0.81 | $ 0.74 | $ 0.03 | $ 0.20 | $ 0.81 | $ 0.89 | $ 0.52 | $ 1.63 | $ 2.39 | $ 1.57 |
Diluted (in usd per share) | $ 0.04 | $ 0.80 | $ 0.73 | $ 0.03 | $ 0.19 | $ 0.79 | $ 0.86 | $ 0.50 | $ 1.61 | $ 2.32 | $ 1.52 |
Weighted average common shares outstanding: | |||||||||||
Basic (in shares) | 56,017 | 57,319 | 57,050 | 56,903 | 54,059 | 51,134 | 50,871 | 50,730 | 56,770 | 51,716 | 50,230 |
Diluted (in shares) | 56,618 | 57,985 | 58,026 | 58,001 | 55,376 | 52,575 | 52,658 | 52,695 | 57,611 | 53,341 | 51,820 |
Provisional tax benefit | $ 5,200 | $ 16,300 | $ 21,500 |
Transactions with Related Par_2
Transactions with Related Parties (Details) - Contract Packaging, Inc. - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Related Party Transaction [Line Items] | |||
Percentage of shares held by CPI in Tech Pac | 20.00% | 20.00% | 20.00% |
Amount due to related party | $ 0.3 | $ 2.1 | |
Tech Pac | |||
Related Party Transaction [Line Items] | |||
Purchases products from related party | $ 32.5 | $ 51.1 | $ 37 |
Business Segment Data - Additio
Business Segment Data - Additional Information (Details) | 12 Months Ended |
Sep. 28, 2019segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Business Segment Data - Class o
Business Segment Data - Class of Similar Products Which Represented Approximately 10% or More of Company's Consolidated Net Sales (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Revenue from External Customer [Line Items] | |||||||||||
Net sales | $ 540,744 | $ 706,575 | $ 673,701 | $ 461,990 | $ 502,314 | $ 657,943 | $ 613,094 | $ 442,011 | $ 2,383,010 | $ 2,215,362 | $ 2,054,478 |
Other pet products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 613,400 | 606,700 | 603,600 | ||||||||
Other garden products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 560,800 | 445,700 | 377,000 | ||||||||
Other manufacturers' products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 504,500 | 454,300 | 409,000 | ||||||||
Dog & cat products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 452,100 | 445,100 | 405,100 | ||||||||
Controls & fertilizer products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | $ 252,200 | $ 263,600 | $ 259,800 |
Business Segment Data - Financi
Business Segment Data - Financial Information Relating to Company's Business Segments (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Net sales: | |||||||||||
Net sales | $ 540,744,000 | $ 706,575,000 | $ 673,701,000 | $ 461,990,000 | $ 502,314,000 | $ 657,943,000 | $ 613,094,000 | $ 442,011,000 | $ 2,383,010,000 | $ 2,215,362,000 | $ 2,054,478,000 |
Operating income (loss): | |||||||||||
Operating income (loss) | 152,068,000 | 167,336,000 | 156,112,000 | ||||||||
Interest expense | (42,614,000) | (39,196,000) | (28,209,000) | ||||||||
Interest income | 9,554,000 | 3,145,000 | 147,000 | ||||||||
Other income (expense), net | 243,000 | (3,860,000) | (1,621,000) | ||||||||
Income before income taxes and noncontrolling interest | 119,251,000 | 127,425,000 | 126,429,000 | ||||||||
Income tax expense | 26,604,000 | 3,305,000 | 46,699,000 | ||||||||
Net income including noncontrolling interest | 92,647,000 | 124,120,000 | 79,730,000 | ||||||||
Net income (loss) attributable to noncontrolling interest | (139,000) | 526,000 | 902,000 | ||||||||
Net income attributable to Central Garden & Pet Company | 2,440,000 | $ 46,152,000 | $ 42,391,000 | $ 1,803,000 | 10,568,000 | $ 41,545,000 | $ 45,234,000 | $ 26,247,000 | 92,786,000 | 123,594,000 | 78,828,000 |
Assets: | |||||||||||
Assets | 2,025,020,000 | 1,907,209,000 | 2,025,020,000 | 1,907,209,000 | 1,306,906,000 | ||||||
Depreciation and amortization: | |||||||||||
Depreciation and amortization | 50,828,000 | 47,199,000 | 42,719,000 | ||||||||
Expenditures for long-lived assets: | |||||||||||
Expenditures for long-lived assets | 31,577,000 | 37,845,000 | 44,659,000 | ||||||||
Non-cash impairment charge | 2,500,000 | 0 | |||||||||
Operating Segments | Pet segment | |||||||||||
Net sales: | |||||||||||
Net sales | 1,384,686,000 | 1,340,899,000 | 1,246,354,000 | ||||||||
Operating income (loss): | |||||||||||
Operating income (loss) | 122,727,000 | 140,353,000 | 131,622,000 | ||||||||
Assets: | |||||||||||
Assets | 734,380,000 | 683,938,000 | 734,380,000 | 683,938,000 | 612,337,000 | ||||||
Depreciation and amortization: | |||||||||||
Depreciation and amortization | 32,803,000 | 29,889,000 | 26,044,000 | ||||||||
Expenditures for long-lived assets: | |||||||||||
Expenditures for long-lived assets | 20,793,000 | 26,979,000 | 38,970,000 | ||||||||
Operating Segments | Garden segment | |||||||||||
Net sales: | |||||||||||
Net sales | 998,324,000 | 874,463,000 | 808,124,000 | ||||||||
Operating income (loss): | |||||||||||
Operating income (loss) | 102,170,000 | 95,551,000 | 87,298,000 | ||||||||
Assets: | |||||||||||
Assets | 463,889,000 | 407,483,000 | 463,889,000 | 407,483,000 | 311,026,000 | ||||||
Depreciation and amortization: | |||||||||||
Depreciation and amortization | 11,959,000 | 8,744,000 | 6,267,000 | ||||||||
Expenditures for long-lived assets: | |||||||||||
Expenditures for long-lived assets | 9,068,000 | 8,016,000 | 4,948,000 | ||||||||
Corporate and eliminations | |||||||||||
Operating income (loss): | |||||||||||
Operating income (loss) | (72,829,000) | (68,568,000) | (62,808,000) | ||||||||
Assets: | |||||||||||
Assets | $ 826,751,000 | $ 815,788,000 | 826,751,000 | 815,788,000 | 383,543,000 | ||||||
Depreciation and amortization: | |||||||||||
Depreciation and amortization | 6,066,000 | 8,566,000 | 10,408,000 | ||||||||
Expenditures for long-lived assets: | |||||||||||
Expenditures for long-lived assets | $ 1,716,000 | $ 2,850,000 | $ 741,000 |
Consolidating Condensed Finan_3
Consolidating Condensed Financial Information of Guarantor Subsidiaries - Additional Information (Details) | 12 Months Ended |
Sep. 28, 2019 | |
Guarantor Subsidiaries | |
Condensed Financial Statements, Captions [Line Items] | |
Collective ownership percentage on guarantor subsidiaries | 100.00% |
Consolidating Condensed Finan_4
Consolidating Condensed Financial Information of Guarantor Subsidiaries - Consolidating Condensed Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net sales | $ 540,744 | $ 706,575 | $ 673,701 | $ 461,990 | $ 502,314 | $ 657,943 | $ 613,094 | $ 442,011 | $ 2,383,010 | $ 2,215,362 | $ 2,054,478 |
Cost of goods sold and occupancy | 1,678,969 | 1,539,986 | 1,421,670 | ||||||||
Gross profit | 148,524 | 219,284 | 206,051 | 130,182 | 147,018 | 202,064 | 194,457 | 131,837 | 704,041 | 675,376 | 632,808 |
Selling, general and administrative expenses | 551,973 | 508,040 | 476,696 | ||||||||
Operating income | 152,068 | 167,336 | 156,112 | ||||||||
Interest expense | (42,614) | (39,196) | (28,209) | ||||||||
Interest income | 9,554 | 3,145 | 147 | ||||||||
Other income (expense) | 243 | (3,860) | (1,621) | ||||||||
Income before income taxes and noncontrolling interest | 119,251 | 127,425 | 126,429 | ||||||||
Income tax expense (benefit) | 26,604 | 3,305 | 46,699 | ||||||||
Equity in earnings of affiliates | 0 | 0 | 0 | ||||||||
Net income including noncontrolling interest | 92,647 | 124,120 | 79,730 | ||||||||
Noncontrolling interest | (139) | 526 | 902 | ||||||||
Net income attributable to Central Garden & Pet Company | $ 2,440 | $ 46,152 | $ 42,391 | $ 1,803 | $ 10,568 | $ 41,545 | $ 45,234 | $ 26,247 | 92,786 | 123,594 | 78,828 |
Eliminations | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net sales | (70,385) | (80,349) | (81,536) | ||||||||
Cost of goods sold and occupancy | (65,008) | (74,379) | (75,759) | ||||||||
Gross profit | (5,377) | (5,970) | (5,777) | ||||||||
Selling, general and administrative expenses | (5,377) | (5,970) | (5,777) | ||||||||
Operating income | 0 | 0 | 0 | ||||||||
Interest expense | 0 | 0 | 0 | ||||||||
Interest income | 0 | 0 | 0 | ||||||||
Other income (expense) | 0 | 0 | 0 | ||||||||
Income before income taxes and noncontrolling interest | 0 | 0 | 0 | ||||||||
Income tax expense (benefit) | 0 | 0 | 0 | ||||||||
Equity in earnings of affiliates | (125,331) | (169,130) | (100,502) | ||||||||
Net income including noncontrolling interest | (125,331) | (169,130) | (100,502) | ||||||||
Noncontrolling interest | 0 | 0 | 0 | ||||||||
Net income attributable to Central Garden & Pet Company | (125,331) | (169,130) | (100,502) | ||||||||
Parent | Reportable Legal Entities | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net sales | 764,991 | 730,439 | 685,998 | ||||||||
Cost of goods sold and occupancy | 592,916 | 568,145 | 534,682 | ||||||||
Gross profit | 172,075 | 162,294 | 151,316 | ||||||||
Selling, general and administrative expenses | 181,894 | 167,849 | 154,267 | ||||||||
Operating income | (9,819) | (5,555) | (2,951) | ||||||||
Interest expense | (42,078) | (38,855) | (28,051) | ||||||||
Interest income | 9,608 | 3,138 | 146 | ||||||||
Other income (expense) | 190 | (4,269) | (2,379) | ||||||||
Income before income taxes and noncontrolling interest | (42,099) | (45,541) | (33,235) | ||||||||
Income tax expense (benefit) | (9,324) | (1,138) | (11,981) | ||||||||
Equity in earnings of affiliates | 125,561 | 167,997 | 100,082 | ||||||||
Net income including noncontrolling interest | 92,786 | 123,594 | 78,828 | ||||||||
Noncontrolling interest | 0 | 0 | 0 | ||||||||
Net income attributable to Central Garden & Pet Company | 92,786 | 123,594 | 78,828 | ||||||||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net sales | 191,442 | 167,584 | 79,681 | ||||||||
Cost of goods sold and occupancy | 150,067 | 128,944 | 60,788 | ||||||||
Gross profit | 41,375 | 38,640 | 18,893 | ||||||||
Selling, general and administrative expenses | 42,213 | 33,118 | 18,416 | ||||||||
Operating income | (838) | 5,522 | 477 | ||||||||
Interest expense | (802) | (547) | (294) | ||||||||
Interest income | 19 | 6 | 1 | ||||||||
Other income (expense) | (575) | (236) | 844 | ||||||||
Income before income taxes and noncontrolling interest | (2,196) | 4,745 | 1,028 | ||||||||
Income tax expense (benefit) | (179) | 79 | 1,466 | ||||||||
Equity in earnings of affiliates | 0 | 0 | 0 | ||||||||
Net income including noncontrolling interest | (2,017) | 4,666 | (438) | ||||||||
Noncontrolling interest | (139) | 526 | 902 | ||||||||
Net income attributable to Central Garden & Pet Company | (1,878) | 4,140 | (1,340) | ||||||||
Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net sales | 1,496,962 | 1,397,688 | 1,370,335 | ||||||||
Cost of goods sold and occupancy | 1,000,994 | 917,276 | 901,959 | ||||||||
Gross profit | 495,968 | 480,412 | 468,376 | ||||||||
Selling, general and administrative expenses | 333,243 | 313,043 | 309,790 | ||||||||
Operating income | 162,725 | 167,369 | 158,586 | ||||||||
Interest expense | 266 | 206 | 136 | ||||||||
Interest income | (73) | 1 | 0 | ||||||||
Other income (expense) | 628 | 645 | (86) | ||||||||
Income before income taxes and noncontrolling interest | 163,546 | 168,221 | 158,636 | ||||||||
Income tax expense (benefit) | 36,107 | 4,364 | 57,214 | ||||||||
Equity in earnings of affiliates | (230) | 1,133 | 420 | ||||||||
Net income including noncontrolling interest | 127,209 | 164,990 | 101,842 | ||||||||
Noncontrolling interest | 0 | 0 | 0 | ||||||||
Net income attributable to Central Garden & Pet Company | $ 127,209 | $ 164,990 | $ 101,842 |
Consolidating Condensed Finan_5
Consolidating Condensed Financial Information of Guarantor Subsidiaries - Consolidating Condensed Statements of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Condensed Financial Statements, Captions [Line Items] | |||
Net income (loss) | $ 92,647 | $ 124,120 | $ 79,730 |
Other comprehensive income (loss): | |||
Foreign currency translation | (458) | (267) | 343 |
Total comprehensive income | 92,189 | 123,853 | 80,073 |
Comprehensive income (loss) attributable to noncontrolling interests | (139) | 526 | 902 |
Comprehensive income attributable to Central Garden & Pet Company | 92,328 | 123,327 | 79,171 |
Eliminations | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net income (loss) | (125,331) | (169,130) | (100,502) |
Other comprehensive income (loss): | |||
Foreign currency translation | 347 | 212 | (277) |
Total comprehensive income | (124,984) | (168,918) | (100,779) |
Comprehensive income (loss) attributable to noncontrolling interests | 0 | 0 | 0 |
Comprehensive income attributable to Central Garden & Pet Company | (124,984) | (168,918) | (100,779) |
Parent | Reportable Legal Entities | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net income (loss) | 92,786 | 123,594 | 78,828 |
Other comprehensive income (loss): | |||
Foreign currency translation | (458) | (267) | 343 |
Total comprehensive income | 92,328 | 123,327 | 79,171 |
Comprehensive income (loss) attributable to noncontrolling interests | 0 | 0 | 0 |
Comprehensive income attributable to Central Garden & Pet Company | 92,328 | 123,327 | 79,171 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net income (loss) | (2,017) | 4,666 | (438) |
Other comprehensive income (loss): | |||
Foreign currency translation | (299) | (145) | 169 |
Total comprehensive income | (2,316) | 4,521 | (269) |
Comprehensive income (loss) attributable to noncontrolling interests | (139) | 526 | 902 |
Comprehensive income attributable to Central Garden & Pet Company | (2,177) | 3,995 | (1,171) |
Guarantor Subsidiaries | Reportable Legal Entities | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net income (loss) | 127,209 | 164,990 | 101,842 |
Other comprehensive income (loss): | |||
Foreign currency translation | (48) | (67) | 108 |
Total comprehensive income | 127,161 | 164,923 | 101,950 |
Comprehensive income (loss) attributable to noncontrolling interests | 0 | 0 | 0 |
Comprehensive income attributable to Central Garden & Pet Company | $ 127,161 | $ 164,923 | $ 101,950 |
Consolidating Condensed Finan_6
Consolidating Condensed Financial Information of Guarantor Subsidiaries - Consolidating Condensed Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | Sep. 24, 2016 |
ASSETS | ||||
Cash and cash equivalents | $ 497,749 | $ 482,106 | $ 32,397 | |
Restricted cash | 12,952 | 10,899 | ||
Accounts receivable, net | 300,135 | 275,908 | ||
Inventories, net | 466,197 | 427,823 | ||
Prepaid expenses and other assets | 30,160 | 20,562 | ||
Total current assets | 1,307,193 | 1,217,298 | ||
Land, buildings, improvements and equipment, net | 245,405 | 217,647 | ||
Goodwill | 286,077 | 281,177 | 256,275 | $ 231,385 |
Other long term assets | 186,345 | 191,087 | ||
Intercompany receivable | 0 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Total | 2,025,020 | 1,907,209 | 1,306,906 | |
LIABILITIES AND EQUITY | ||||
Accounts payable | 149,246 | 110,259 | ||
Accrued expenses and other liabilities | 129,166 | 102,583 | ||
Current portion of long term debt | 113 | 122 | ||
Total current liabilities | 278,525 | 212,964 | ||
Long-term debt | 693,037 | 692,031 | ||
Intercompany payable | 0 | 0 | ||
Losses in excess of investment in subsidiaries | 0 | 0 | ||
Other long-term obligations | 57,281 | 49,380 | ||
Shareholders’ equity attributable to Central Garden & Pet | 996,007 | 952,449 | ||
Noncontrolling interest | 170 | 385 | ||
Total equity | 996,177 | 952,834 | $ 637,142 | $ 554,587 |
Total | 2,025,020 | 1,907,209 | ||
Eliminations | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | ||
Restricted cash | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Inventories, net | 0 | 0 | ||
Prepaid expenses and other assets | 0 | 0 | ||
Total current assets | 0 | 0 | ||
Land, buildings, improvements and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other long term assets | (13,970) | (11,726) | ||
Intercompany receivable | (916,775) | (810,251) | ||
Investment in subsidiaries | (1,784,750) | (1,618,378) | ||
Total | (2,715,495) | (2,440,355) | ||
LIABILITIES AND EQUITY | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses and other liabilities | 0 | 0 | ||
Current portion of long term debt | 0 | 0 | ||
Total current liabilities | 0 | 0 | ||
Long-term debt | 0 | 0 | ||
Intercompany payable | (916,775) | (810,251) | ||
Losses in excess of investment in subsidiaries | (25,567) | (25,036) | ||
Other long-term obligations | (13,970) | (11,726) | ||
Shareholders’ equity attributable to Central Garden & Pet | (1,759,183) | (1,593,342) | ||
Noncontrolling interest | 0 | 0 | ||
Total equity | (1,759,183) | (1,593,342) | ||
Total | (2,715,495) | (2,440,355) | ||
Parent | Reportable Legal Entities | ||||
ASSETS | ||||
Cash and cash equivalents | 489,590 | 474,210 | ||
Restricted cash | 12,952 | 10,899 | ||
Accounts receivable, net | 99,372 | 94,657 | ||
Inventories, net | 121,344 | 123,178 | ||
Prepaid expenses and other assets | 9,339 | 6,304 | ||
Total current assets | 732,597 | 709,248 | ||
Land, buildings, improvements and equipment, net | 27,395 | 33,484 | ||
Goodwill | 20,578 | 20,578 | ||
Other long term assets | 55,690 | 62,199 | ||
Intercompany receivable | 37,544 | 40,365 | ||
Investment in subsidiaries | 1,784,750 | 1,618,378 | ||
Total | 2,658,554 | 2,484,252 | ||
LIABILITIES AND EQUITY | ||||
Accounts payable | 47,506 | 33,122 | ||
Accrued expenses and other liabilities | 54,623 | 44,142 | ||
Current portion of long term debt | 113 | 116 | ||
Total current liabilities | 102,242 | 77,380 | ||
Long-term debt | 693,037 | 691,869 | ||
Intercompany payable | 858,673 | 753,933 | ||
Losses in excess of investment in subsidiaries | 0 | 0 | ||
Other long-term obligations | 8,595 | 8,621 | ||
Shareholders’ equity attributable to Central Garden & Pet | 996,007 | 952,449 | ||
Noncontrolling interest | 0 | 0 | ||
Total equity | 996,007 | 952,449 | ||
Total | 2,658,554 | 2,484,252 | ||
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
ASSETS | ||||
Cash and cash equivalents | 7,308 | 6,005 | ||
Restricted cash | 0 | 0 | ||
Accounts receivable, net | 11,551 | 9,647 | ||
Inventories, net | 30,826 | 32,556 | ||
Prepaid expenses and other assets | 1,241 | 1,455 | ||
Total current assets | 50,926 | 49,663 | ||
Land, buildings, improvements and equipment, net | 35,854 | 33,840 | ||
Goodwill | 7,414 | 7,414 | ||
Other long term assets | 5,487 | 7,469 | ||
Intercompany receivable | 0 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Total | 99,681 | 98,386 | ||
LIABILITIES AND EQUITY | ||||
Accounts payable | 6,895 | 4,759 | ||
Accrued expenses and other liabilities | 4,814 | 4,746 | ||
Current portion of long term debt | 0 | 0 | ||
Total current liabilities | 11,709 | 9,505 | ||
Long-term debt | 0 | 0 | ||
Intercompany payable | 58,102 | 56,318 | ||
Losses in excess of investment in subsidiaries | 0 | 0 | ||
Other long-term obligations | 0 | 0 | ||
Shareholders’ equity attributable to Central Garden & Pet | 29,700 | 32,178 | ||
Noncontrolling interest | 170 | 385 | ||
Total equity | 29,870 | 32,563 | ||
Total | 99,681 | 98,386 | ||
Guarantor Subsidiaries | Reportable Legal Entities | ||||
ASSETS | ||||
Cash and cash equivalents | 851 | 1,891 | ||
Restricted cash | 0 | 0 | ||
Accounts receivable, net | 189,212 | 171,604 | ||
Inventories, net | 314,027 | 272,089 | ||
Prepaid expenses and other assets | 19,580 | 12,803 | ||
Total current assets | 523,670 | 458,387 | ||
Land, buildings, improvements and equipment, net | 182,156 | 150,323 | ||
Goodwill | 258,085 | 253,185 | ||
Other long term assets | 139,138 | 133,145 | ||
Intercompany receivable | 879,231 | 769,886 | ||
Investment in subsidiaries | 0 | 0 | ||
Total | 1,982,280 | 1,764,926 | ||
LIABILITIES AND EQUITY | ||||
Accounts payable | 94,845 | 72,378 | ||
Accrued expenses and other liabilities | 69,729 | 53,695 | ||
Current portion of long term debt | 0 | 6 | ||
Total current liabilities | 164,574 | 126,079 | ||
Long-term debt | 0 | 162 | ||
Intercompany payable | 0 | 0 | ||
Losses in excess of investment in subsidiaries | 25,567 | 25,036 | ||
Other long-term obligations | 62,656 | 52,485 | ||
Shareholders’ equity attributable to Central Garden & Pet | 1,729,483 | 1,561,164 | ||
Noncontrolling interest | 0 | 0 | ||
Total equity | 1,729,483 | 1,561,164 | ||
Total | $ 1,982,280 | $ 1,764,926 |
Consolidating Condensed Finan_7
Consolidating Condensed Financial Information of Guarantor Subsidiaries - Consolidating Condensed Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by operating activities | $ 204,974 | $ 114,112 | $ 114,309 |
Additions to property, plant and equipment | (31,577) | (37,845) | (44,659) |
Businesses acquired, net of cash acquired | (41,161) | (91,244) | (103,880) |
Proceeds from asset sales | 0 | 0 | 8,547 |
Escrow deposit for acquisition related-contingent consideration | 0 | 0 | (6,000) |
Investments | (2,010) | (9,048) | (12,495) |
Other investing activities | (1,515) | (2,745) | (4,355) |
Intercompany investing activities | 0 | 0 | 0 |
Net cash used in investing activities | (76,263) | (140,882) | (162,842) |
Repayments on revolving line of credit | 0 | (23,000) | (552,000) |
Borrowings on revolving line of credit | 0 | 23,000 | 552,000 |
Repayments of long-term debt | (46,193) | (431) | (463) |
Issuance of long-term debt | 0 | 300,000 | 0 |
Proceeds from issuance of common stock | 0 | 195,631 | 0 |
Excess tax benefits from stock-based awards | 0 | 0 | 19,946 |
Repurchase of common stock | (62,974) | (13,797) | (27,556) |
Payments of contingent consideration | (170) | (253) | (1,300) |
Distribution to parent | 0 | 0 | 0 |
Payment of deferred financing costs | (1,352) | (4,770) | 0 |
Distribution to noncontrolling interest | (76) | (1,597) | (1,019) |
Intercompany financing activities | 0 | 0 | 0 |
Net cash (used in) provided by financing activities | (110,765) | 474,783 | (10,392) |
Effect of exchange rate changes on cash and cash equivalents | (250) | (50) | 75 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 17,696 | 447,963 | (58,850) |
Cash, cash equivalents and restricted cash at beginning of year | 493,005 | 45,042 | 103,892 |
Cash, cash equivalents and restricted cash at end of year | 510,701 | 493,005 | 45,042 |
Eliminations | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by operating activities | (300) | (6,387) | (4,076) |
Additions to property, plant and equipment | 0 | 0 | 0 |
Businesses acquired, net of cash acquired | 0 | 0 | 0 |
Proceeds from asset sales | 0 | ||
Escrow deposit for acquisition related-contingent consideration | 0 | ||
Investments | 0 | 0 | 0 |
Other investing activities | 0 | 0 | 0 |
Intercompany investing activities | 106,525 | 111,509 | 98,591 |
Net cash used in investing activities | 106,525 | 111,509 | 98,591 |
Repayments on revolving line of credit | 0 | 0 | |
Borrowings on revolving line of credit | 0 | 0 | |
Repayments of long-term debt | 0 | 0 | 0 |
Issuance of long-term debt | 0 | ||
Proceeds from issuance of common stock | 0 | ||
Excess tax benefits from stock-based awards | 0 | ||
Repurchase of common stock | 0 | 0 | 0 |
Payments of contingent consideration | 0 | 0 | |
Distribution to parent | 300 | 6,387 | 4,076 |
Payment of deferred financing costs | 0 | 0 | |
Distribution to noncontrolling interest | 0 | 0 | 0 |
Intercompany financing activities | (106,525) | (111,509) | (98,591) |
Net cash (used in) provided by financing activities | (106,225) | (105,122) | (94,515) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 0 | 0 | 0 |
Cash, cash equivalents and restricted cash at beginning of year | 0 | 0 | 0 |
Cash, cash equivalents and restricted cash at end of year | 0 | 0 | 0 |
Parent | Reportable Legal Entities | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by operating activities | 22,344 | (16,676) | (7,418) |
Additions to property, plant and equipment | (3,926) | (6,633) | (9,419) |
Businesses acquired, net of cash acquired | (41,161) | (91,244) | (103,880) |
Proceeds from asset sales | 229 | ||
Escrow deposit for acquisition related-contingent consideration | (6,000) | ||
Investments | (2,010) | (9,048) | (12,495) |
Other investing activities | (518) | (2,745) | (4,355) |
Intercompany investing activities | 2,820 | (3,760) | (3,828) |
Net cash used in investing activities | (44,795) | (113,430) | (139,748) |
Repayments on revolving line of credit | (23,000) | (552,000) | |
Borrowings on revolving line of credit | 23,000 | 552,000 | |
Repayments of long-term debt | (121) | (56) | (89) |
Issuance of long-term debt | 300,000 | ||
Proceeds from issuance of common stock | 195,631 | ||
Excess tax benefits from stock-based awards | 19,946 | ||
Repurchase of common stock | (62,974) | (13,797) | (27,556) |
Payments of contingent consideration | 0 | 0 | 0 |
Distribution to parent | 0 | 0 | 0 |
Payment of deferred financing costs | (1,352) | (4,770) | |
Distribution to noncontrolling interest | 0 | 0 | 0 |
Intercompany financing activities | 104,742 | 106,525 | 93,445 |
Net cash (used in) provided by financing activities | 40,295 | 583,533 | 85,746 |
Effect of exchange rate changes on cash and cash equivalents | (411) | (201) | 235 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 17,433 | 453,226 | (61,185) |
Cash, cash equivalents and restricted cash at beginning of year | 485,109 | 31,883 | 93,068 |
Cash, cash equivalents and restricted cash at end of year | 502,542 | 485,109 | 31,883 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by operating activities | 4,625 | (1,288) | 2,846 |
Additions to property, plant and equipment | (4,779) | (1,495) | (805) |
Businesses acquired, net of cash acquired | 0 | 0 | 0 |
Proceeds from asset sales | 0 | ||
Escrow deposit for acquisition related-contingent consideration | 0 | ||
Investments | 0 | 0 | 0 |
Other investing activities | 0 | 0 | 0 |
Intercompany investing activities | 0 | 0 | 0 |
Net cash used in investing activities | (4,779) | (1,495) | (805) |
Repayments on revolving line of credit | 0 | 0 | |
Borrowings on revolving line of credit | 0 | 0 | |
Repayments of long-term debt | 0 | 0 | 0 |
Issuance of long-term debt | 0 | ||
Proceeds from issuance of common stock | 0 | ||
Excess tax benefits from stock-based awards | 0 | ||
Repurchase of common stock | 0 | 0 | 0 |
Payments of contingent consideration | 0 | 0 | |
Distribution to parent | (300) | (6,387) | (4,076) |
Payment of deferred financing costs | 0 | 0 | |
Distribution to noncontrolling interest | (76) | (1,597) | (1,019) |
Intercompany financing activities | 1,783 | 4,984 | 5,146 |
Net cash (used in) provided by financing activities | 1,407 | (3,000) | 51 |
Effect of exchange rate changes on cash and cash equivalents | 50 | 95 | (94) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 1,303 | (5,688) | 1,998 |
Cash, cash equivalents and restricted cash at beginning of year | 6,005 | 11,693 | 9,695 |
Cash, cash equivalents and restricted cash at end of year | 7,308 | 6,005 | 11,693 |
Guarantor Subsidiaries | Reportable Legal Entities | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by operating activities | 178,305 | 138,463 | 122,957 |
Additions to property, plant and equipment | (22,872) | (29,717) | (34,435) |
Businesses acquired, net of cash acquired | 0 | 0 | 0 |
Proceeds from asset sales | 8,318 | ||
Escrow deposit for acquisition related-contingent consideration | 0 | ||
Investments | 0 | 0 | 0 |
Other investing activities | (997) | 0 | 0 |
Intercompany investing activities | (109,345) | (107,749) | (94,763) |
Net cash used in investing activities | (133,214) | (137,466) | (120,880) |
Repayments on revolving line of credit | 0 | 0 | |
Borrowings on revolving line of credit | 0 | 0 | |
Repayments of long-term debt | (46,072) | (375) | (374) |
Issuance of long-term debt | 0 | ||
Proceeds from issuance of common stock | 0 | ||
Excess tax benefits from stock-based awards | 0 | ||
Repurchase of common stock | 0 | 0 | 0 |
Payments of contingent consideration | (170) | (253) | (1,300) |
Distribution to parent | 0 | 0 | 0 |
Payment of deferred financing costs | 0 | 0 | |
Distribution to noncontrolling interest | 0 | 0 | 0 |
Intercompany financing activities | 0 | 0 | 0 |
Net cash (used in) provided by financing activities | (46,242) | (628) | (1,674) |
Effect of exchange rate changes on cash and cash equivalents | 111 | 56 | (66) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (1,040) | 425 | 337 |
Cash, cash equivalents and restricted cash at beginning of year | 1,891 | 1,466 | 1,129 |
Cash, cash equivalents and restricted cash at end of year | $ 851 | $ 1,891 | $ 1,466 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event - Loss from Fire - Athens, Texas - Pet Segment $ in Millions | Nov. 26, 2019USD ($) |
Minimum | |
Subsequent Event [Line Items] | |
Inventory and property related losses | $ 15 |
Maximum | |
Subsequent Event [Line Items] | |
Inventory and property related losses | $ 25 |