Cover Page
Cover Page - shares | 9 Months Ended | |
Jun. 26, 2021 | Jul. 31, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 26, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-33268 | |
Entity Registrant Name | CENTRAL GARDEN & PET CO | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 68-0275553 | |
Entity Address, Address Line One | 1340 Treat Blvd. | |
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 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 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000887733 | |
Current Fiscal Year End Date | --09-25 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | CENT | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 11,336,358 | |
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 Common Stock, Shares Outstanding | 42,758,228 | |
Class B Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,612,374 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 26, 2021 | Sep. 26, 2020 | Jun. 27, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 517,052 | $ 652,712 | $ 495,339 |
Restricted cash | 11,679 | 13,685 | 13,536 |
Accounts receivable (less allowances of $30,506, $24,034 and $27,661) | 494,432 | 391,773 | 503,288 |
Inventories, net | 626,635 | 439,615 | 425,919 |
Prepaid expenses and other | 32,955 | 27,498 | 29,211 |
Total current assets | 1,682,753 | 1,525,283 | 1,467,293 |
Plant, property and equipment, net | 306,229 | 244,667 | 239,240 |
Goodwill | 289,955 | 289,955 | 289,854 |
Other intangible assets, net | 125,069 | 134,924 | 138,305 |
Operating lease right-of-use assets | 149,628 | 115,882 | 99,111 |
Other assets | 569,870 | 28,653 | 30,166 |
Total | 3,123,504 | 2,339,364 | 2,263,969 |
Current liabilities: | |||
Accounts payable | 237,050 | 205,234 | 178,728 |
Accrued expenses | 234,314 | 201,436 | 174,776 |
Current lease liabilities | 39,557 | 33,495 | 31,648 |
Current portion of long-term debt | 86 | 97 | 98 |
Total current liabilities | 511,007 | 440,262 | 385,250 |
Long-term debt | 1,183,591 | 693,956 | 693,915 |
Long-term lease liabilities | 115,178 | 86,516 | 71,458 |
Deferred income taxes and other long-term obligations | 71,783 | 40,956 | 52,994 |
Equity: | |||
Additional paid-in capital | 576,104 | 566,883 | 563,371 |
Retained earnings | 665,534 | 510,781 | 497,192 |
Accumulated other comprehensive loss | (1,831) | (1,409) | (1,684) |
Total Central Garden & Pet Company shareholders’ equity | 1,240,363 | 1,076,803 | 1,059,425 |
Noncontrolling interest | 1,582 | 871 | 927 |
Total equity | 1,241,945 | 1,077,674 | 1,060,352 |
Total | 3,123,504 | 2,339,364 | 2,263,969 |
Common Stock | |||
Equity: | |||
Common stock | 113 | 113 | 113 |
Total equity | 113 | 113 | 113 |
Class A Common Stock | |||
Equity: | |||
Common stock | 427 | 419 | 417 |
Total equity | 427 | 419 | 417 |
Class B Stock | |||
Equity: | |||
Common stock | 16 | 16 | 16 |
Total equity | $ 16 | $ 16 | $ 16 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 26, 2021 | Sep. 26, 2020 | Jun. 27, 2020 |
Accounts receivable allowance for doubtful accounts | $ 30,506 | $ 27,661 | $ 24,034 |
Common Stock | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares outstanding (in shares) | 11,336,358 | 11,336,358 | 11,300,810 |
Class A Common Stock | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares outstanding (in shares) | 42,726,118 | 41,856,626 | 41,747,928 |
Class B Stock | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares outstanding (in shares) | 1,612,374 | 1,612,374 | 1,647,922 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,037,075 | $ 833,483 | $ 2,564,557 | $ 2,019,540 |
Cost of goods sold | 716,765 | 571,423 | 1,806,427 | 1,419,097 |
Gross profit | 320,310 | 262,060 | 758,130 | 600,443 |
Selling, general and administrative expenses | 207,069 | 157,420 | 513,239 | 427,633 |
Operating income | 113,241 | 104,640 | 244,891 | 172,810 |
Interest expense | (13,131) | (11,829) | (44,328) | (33,223) |
Interest income | 45 | 358 | 322 | 3,779 |
Other income (expense) | (1,086) | (3,541) | 370 | (4,215) |
Income before income taxes and noncontrolling interest | 99,069 | 89,628 | 201,255 | 139,151 |
Income tax expense | 22,315 | 20,291 | 45,260 | 31,211 |
Income including noncontrolling interest | 76,754 | 69,337 | 155,995 | 107,940 |
Net income attributable to noncontrolling interest | 568 | 537 | 1,242 | 853 |
Net income attributable to Central Garden & Pet Company | $ 76,186 | $ 68,800 | $ 154,753 | $ 107,087 |
Net income per share attributable to Central Garden & Pet Company: | ||||
Basic (in dollars per share) | $ 1.41 | $ 1.29 | $ 2.87 | $ 1.97 |
Diluted (in dollars per share) | $ 1.37 | $ 1.27 | $ 2.80 | $ 1.95 |
Weighted average shares used in the computation of net income per share: | ||||
Basic (in shares) | 53,976 | 53,441 | 53,882 | 54,261 |
Diluted (in shares) | 55,658 | 54,168 | 55,236 | 54,984 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Income including noncontrolling interest | $ 76,754 | $ 69,337 | $ 155,995 | $ 107,940 |
Other comprehensive income (loss): | ||||
Foreign currency translation | 322 | (39) | (422) | (8) |
Total comprehensive income | 77,076 | 69,298 | 155,573 | 107,932 |
Comprehensive income attributable to noncontrolling interest | 568 | 537 | 1,242 | 853 |
Comprehensive income attributable to Central Garden & Pet Company | $ 76,508 | $ 68,761 | $ 154,331 | $ 107,079 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 155,995 | $ 107,940 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 52,759 | 39,598 |
Amortization of deferred financing costs | 1,577 | 1,397 |
Non-cash lease expense | 29,914 | 25,893 |
Stock-based compensation | 17,040 | 14,042 |
Debt extinguishment costs | 8,577 | 0 |
Loss on sale of business | 2,611 | 0 |
Deferred income taxes | 6,992 | 5,447 |
Loss (gain) on sale of property and equipment | 62 | (5) |
Write-down of investments | 0 | 3,566 |
Other | 2,083 | 3,666 |
Change in assets and liabilities (excluding businesses acquired): | ||
Accounts receivable | (49,099) | (203,140) |
Inventories | (85,382) | 40,750 |
Prepaid expenses and other assets | 33,571 | 1,007 |
Accounts payable | 21,862 | 29,879 |
Accrued expenses | 10,102 | 45,572 |
Other long-term obligations | (640) | 117 |
Operating lease liabilities | (29,402) | (26,809) |
Net cash provided by operating activities | 178,622 | 88,920 |
Cash flows from investing activities: | ||
Additions to plant, property and equipment | (57,047) | (26,796) |
Payments to acquire companies, net of cash acquired | (733,614) | 0 |
Proceeds from the sale of business | 2,400 | 0 |
Investments | 0 | (4,439) |
Other investing activities | (633) | (562) |
Net cash used in investing activities | (788,894) | (31,797) |
Cash flows from financing activities: | ||
Repayments of long-term debt | (400,072) | (88) |
Proceeds from issuance of long-term debt | 900,000 | 0 |
Borrowings under revolving line of credit | 858,000 | 200,000 |
Repayments under revolving line of credit | (858,000) | (200,000) |
Premium paid on extinguishment of debt | (6,124) | 0 |
Repurchase of common stock, including shares surrendered for tax withholding | (7,811) | (57,703) |
Payment of contingent consideration liability | (254) | (154) |
Distribution to noncontrolling interest | (531) | (96) |
Payment of financing costs | (14,109) | (948) |
Net cash provided (used) by financing activities | 471,099 | (58,989) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 1,507 | 40 |
Net decrease in cash, cash equivalents and restricted cash | (137,666) | (1,826) |
Cash, cash equivalents and restricted cash at beginning of period | 666,397 | 510,701 |
Cash, cash equivalents and restricted cash at end of period | 528,731 | 508,875 |
Supplemental information: | ||
Cash paid for interest | 33,933 | 35,330 |
Cash paid for taxes | 52,162 | 15,714 |
Operating lease right of use assets | $ 63,503 | $ 13,722 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Jun. 26, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated balance sheets of Central Garden & Pet Company and subsidiaries (the “Company” or “Central”) as of June 26, 2021 and June 27, 2020, the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income for the three and nine months ended June 26, 2021 and June 27, 2020 and the condensed consolidated statements of cash flows for the nine months ended June 26, 2021 and June 27, 2020 have been prepared by the Company, without audit. In the opinion of management, the interim financial statements include all normal recurring adjustments necessary for a fair statement of the results for the interim periods presented. For the Company’s foreign businesses in the United Kingdom and Canada, the local currency is the functional currency. Assets and liabilities are translated using the exchange rate in effect at the balance sheet date. Income and expenses are translated at the average exchange rate for the period. Deferred taxes are not provided on translation gains and losses because the Company expects earnings of its foreign subsidiary to be permanently reinvested. Transaction gains and losses are included in results of operations. Due to the seasonal nature of the Company’s garden business, the results of operations for the three and nine months ended June 26, 2021 are not necessarily indicative of the operating results that may be expected for the entire fiscal year. These interim financial statements should be read in conjunction with the annual audited financial statements, accounting policies and financial notes thereto, included in the Company’s 2020 Annual Report on Form 10-K, which has previously been filed with the Securities and Exchange Commission. The September 26, 2020 balance sheet presented herein was derived from the audited financial statements. Change in Segment Components During the first quarter of fiscal year 2021, the Company began reporting the results of its outdoor cushion operations in the Pet segment as a result of a change in internal management reporting lines due to potential synergies in sourcing, manufacturing and innovation and to be consistent with the reporting of financial information used to assess performance and allocate resources. These operations were previously reported in the Garden segment and are now managed and reported in the Pet segment. All prior period segment disclosures have been recast to reflect this segment change. Noncontrolling Interest Noncontrolling interest in the Company’s condensed consolidated financial statements represents the 20% interest not owned by Central 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 (loss) attributable to noncontrolling interest in the consolidated statements of operations. See Note 9, Supplemental Equity Information, for additional information. 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 June 26, 2021, June 27, 2020 and September 26, 2020, respectively. June 26, 2021 June 27, 2020 September 26, 2020 (in thousands) Cash and cash equivalents $ 517,052 $ 495,339 $ 652,712 Restricted cash 11,679 13,536 13,685 Total cash, cash equivalents and restricted cash $ 528,731 $ 508,875 $ 666,397 Allowance for Credit Losses and Customer Allowances The Company’s trade accounts receivable are recorded at net realizable value, which includes an allowance for estimated credit losses, as well as allowances for contractual customer deductions accounted for as variable consideration. Under the guidance found in ASC Topic 326, the “expected credit loss” model replaces the previous incurred loss model and requires consideration of a broader range of information to estimate expected credit losses over the lives of the Company’s trade accounts receivable. The Company’s prior methodology for estimating credit losses on its trade accounts receivable did not differ significantly from the new requirements of Topic 326. The Company maintains an allowance for credit losses related to its trade accounts receivable for future expected credit losses for the inability of its customers to make required payments. The Company estimates the allowance based upon historical bad debts, current customer receivable balances and the customer’s financial condition. The allowance is adjusted to reflect changes in current and forecasted macroeconomic conditions. The Company’s estimate of credit losses includes expected current and future economic and market conditions surrounding the COVID-19 pandemic, which did not significantly impact its allowance. 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 (less than 2% of consolidated net sales) from 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. 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 expenses and other current assets on the condensed consolidated balance sheets. Leases The Company determines whether an arrangement contains a lease at inception by determining if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration and other facts and circumstances. Long-term operating lease right-of-use ("ROU") assets and current and long-term operating lease liabilities are presented separately in the condensed consolidated balance sheets. Finance lease ROU assets are presented in property, plant and equipment, net, and the related finance liabilities are presented with current and long-term debt in the condensed consolidated balance sheets. Lease ROU assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets are calculated based on the lease liability adjusted for any lease payments paid to the lessor at or before the commencement date and excludes any lease incentives received from the lessor. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. As the Company's leases typically do not contain a readily determinable implicit rate, the Company determines the present value of the lease liability using its incremental borrowing rate at the lease commencement date based on the lease term on a collateralized basis. Variable lease payments are expensed as incurred and include certain non-lease components, such as maintenance and other services provided by the lessor, and other charges included in the lease, as applicable. Non-lease components and the lease components to which they relate are accounted for as a single lease component, as the Company has elected to combine lease and non-lease components for all classes of underlying assets. Amortization of ROU lease assets is calculated on a straight-line basis over the lease term with the expense recorded in cost of sales or selling, general and administrative expenses, depending on the nature of the leased item. Interest expense is recorded over the lease term and is recorded in interest expense (based on a front-loaded interest expense pattern) for finance leases and is recorded in cost of sales or selling, general and administrative expenses (on a straight-line basis) for operating leases. All operating lease cash payments and interest on finance leases are recorded within cash flows from operating activities and all finance lease principal payments are recorded within cash flows from financing activities in the condensed consolidated statements of cash flows. Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted Credit Losses In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) , which changes the impairment model for most financial assets to require measurement and recognition of expected credit losses for financial assets measured at amortized cost, including trade receivables. The model replaces the probable, incurred loss model for those assets and broadens the information an entity must consider when developing its expected credit loss estimate for assets measured at amortized cost. The Company adopted the standard as of September 27, 2020, and the adoption did not have a material impact on the Company's condensed consolidated financial statements and related disclosures. Additionally, there have been no significant changes to the Company's accounting policies as disclosed in the Company's fiscal 2020 Form 10-K as a result of the adoption of this new accounting guidance. Goodwill and Intangible Assets 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). The Company adopted this standard as of September 27, 2020 on a prospective basis, and the adoption of this standard did not have a material impact on its condensed consolidated financial statements and related disclosures. In 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 Company adopted this guidance as of September 27, 2020 on a prospective basis. Based on the Company's most recent annual goodwill impairment test performed as of July 1, 2020, there were no reporting units for which the carrying amount of the reporting unit exceeded its fair value; therefore, the adoption of this ASU did not have an impact on the Company's condensed 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 Me asurement . This ASU modifies the disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures. 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. The Company adopted this standard as of September 27, 2020, and the adoption did not have a material impact on its condensed consolidated financial statements and related disclosures. Accounting Standards Not Yet Adopted Accounting for Income Taxes In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) , Simplifying the Accounting for Income Taxes , which eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating taxes during the quarters and the recognition of deferred tax liabilities for outside basis differences. This guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for the Company in its first quarter of fiscal 2022 and would require the Company to recognize a cumulative effect adjustment to the opening balance of retained earnings, if applicable. The Company is currently evaluating the impact that ASU 2019-12 may have on its condensed consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Jun. 26, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements ASC 820 establishes a single authoritative definition of fair value, a framework for measuring fair value and expands disclosure of fair value measurements. ASC 820 requires 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, short term investments consisting of bank certificates of deposit, 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 June 26, 2021: Level 1 Level 2 Level 3 Total (in thousands) Liabilities: Liability for contingent consideration (a) $ — $ — $ 1,083 $ 1,083 Total liabilities $ — $ — $ 1,083 $ 1,083 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 June 27, 2020: Level 1 Level 2 Level 3 Total (in thousands) Liabilities: Liability for contingent consideration (a) $ — $ — $ 1,246 $ 1,246 Total liabilities $ — $ — $ 1,246 $ 1,246 The following table presents the Company's 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 26, 2020: Level 1 Level 2 Level 3 Total (in thousands) Liabilities: Liability for contingent consideration (a) $ — $ — $ 1,369 $ 1,369 Total liabilities $ — $ — $ 1,369 $ 1,369 (a) The fair values of the Company's contingent consideration liabilities from previous business acquisitions are considered "Level 3" measurements because the Company uses various estimates in the valuation models to project timing and amount of future contingent payments. 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. In December 2019, performance-based criteria associated with the $6 million contingent consideration liability related to Segrest, Inc. were met and accordingly, the entire amount was released out of an independent escrow account to the former owners as of December 28, 2019. The performance period related to B2E ended on December 31, 2020. The performance period related to Hydro-Organics Wholesale extends through fiscal year 2025. 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 the changes in fair value of the Company's Level 3 financial instruments for the periods ended June 26, 2021 and June 27, 2020: Amount (in thousands) Balance September 26, 2020 $ 1,369 Estimated contingent performance-based consideration established at the time of acquisition — Changes in the fair value of contingent performance-based payments established at the time of acquisition (32) Performance-based payments (254) Balance June 26, 2021 $ 1,083 Amount (in thousands) Balance September 28, 2019 $ 7,369 Estimated contingent performance-based consideration established at the time of acquisition — Changes in the fair value of contingent performance-based payments established at the time of acquisition 31 Performance-based payments (6,154) Balance June 27, 2020 $ 1,246 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. During the periods ended June 26, 2021 and June 27, 2020, the Company was not required to measure any significant non-financial assets and liabilities at fair value. Fair Value of Other Financial Instruments In April 2021, the Company issued $400 million aggregate principal amount of 4.125% senior notes due April 2031 (the "2031 Notes). The estimated fair value of the Company's 2031 Notes as of June 26, 2021 was $405.1 million compared to a carrying value of $394.1 million. In October 2020, the Company issued $500 million aggregate principal amount of 4.125% senior notes due October 2030 (the "2030 Notes"). The estimated fair value of the Company's 2030 Notes as of June 26, 2021 was $511.1 million, compared to a carrying value of $492.6 million. 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 June 26, 2021, June 27, 2020 and September 26, 2020 was $318.0 million, $310.9 million and $316.0 million, respectively, compared to a carrying value of $296.9 million, $296.5 million and $296.6 million, respectively. In November 2020, the Company redeemed $400 million aggregate principal amount of 6.125% senior notes due November 2023 (the “2023 Notes”) at a price of 101.531%. The estimated fair value is based on quoted market prices for these notes, which are Level 1 inputs within the fair value hierarchy. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 9 Months Ended |
Jun. 26, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Divestitures | Acquisitions and Divestitures Acquisitions DoMyOwn On December 18, 2020, the Company acquired DoMyOwn, a leading online retailer of professional-grade control products, for approximately $81 million. The acquisition strengthens the Company's position in the control products category and adds a leading online platform for eCommerce fulfillment and digital capabilities. The Company has not yet finalized the allocation of the purchase price to the fair value of the tangible assets, intangible assets and liabilities acquired. Approximately $79 million of the purchase price remains unallocated, and is included in other assets on the Company's condensed consolidated balance sheet as of June 26, 2021. Deferred taxes associated with the intangible assets acquired will be finalized upon completion of the purchase accounting. The financial results of DoMyOwn have been included in the results of operations within the Garden segment since the date of acquisition. Hopewell Nursery On December 31, 2020, the Company purchased substantially all of the assets of Hopewell Nursery, a leading live goods wholesale grower serving retail nurseries, landscape contractors, wholesalers and garden centers across the Northeast, for approximately $81 million. The Company has not yet finalized the allocation of the purchase price to the fair value of the tangible assets, intangible assets and liabilities acquired. Approximately $14 million of the purchase price remains unallocated, and is included in other assets on the Company's condensed consolidated balance sheet as of June 26, 2021. Deferred taxes associated with the intangible assets acquired will be finalized upon completion of the purchase accounting. The addition of Hopewell to the Central portfolio strengthens the Company's position as a leading live goods provider in the garden category. The financial results of Hopewell Nursery have been included in the results of operations within the Garden segment since the date of acquisition. Green Garden Products On February 11, 2021, the Company acquired Flora Parent, Inc. and its subsidiaries ("Green Garden Products"), a leading provider of vegetable, herb and flower seed packets, seed starters and plant nutrients in North America, for approximately $571 million. The Company borrowed approximately $180 million under its credit facility to partially finance the acquisition. The Company has not yet finalized the allocation of the purchase price to the fair value of the tangible assets, intangible assets and liabilities acquired. Approximately $451 million of the purchase price remains unallocated, and is included in other assets on the Company's condensed consolidated balance sheet as of June 26, 2021. Deferred taxes associated with the intangible assets acquired will be finalized upon completion of the purchase accounting. The addition of Green Garden Products expands the Company's portfolio into an adjacent garden category. The financial results of Green Garden have been included in the results of operations within the Garden segment since the date of acquisition. For the three and nine month periods ended June 26, 2021, net sales and net income (loss) related to Green Garden Products were approximately $57 million and $(3) million, and $112 million and $2 million, respectively. The following unaudited pro forma financial information summarizes the combined results of operations for Central and Green Garden Products as if the companies were combined as of the beginning of fiscal year 2020. Three months ended Nine months ended June 26, 2021 June 27, 2020 June 26, 2021 June 27, 2020 (in thousands except per share amounts, unaudited) Net sales $ 1,037,075 $ 903,166 $ 2,618,850 $ 2,155,753 Net income attributable to Central Garden & Pet Company $ 76,186 $ 89,780 $ 178,515 $ 133,471 Diluted net income per share attributable to Central Garden & Pet Company $ 1.37 $ 1.66 $ 3.23 $ 2.43 This pro forma information is based on historical results of operations, adjusted for the preliminary estimated allocation of the purchase price and other acquisition adjustments. This pro forma information is not necessarily indicative of what the results of the Company would have been had it operated the business since the beginning of the periods presented. The pro forma adjustments reflect the income statement effects of the elimination of intercompany sales and profit, amortization of intangible assets related to the fair value adjustments of the assets acquired, elimination of interest expense on Green Garden Products debt that was paid off at the time of acquisition, incremental interest expense directly resulting from the acquisition and the related tax effects. Divestiture Breeder's Choice |
Inventories, net
Inventories, net | 9 Months Ended |
Jun. 26, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories, net of allowance for obsolescence, consist of the following: June 26, 2021 June 27, 2020 September 26, 2020 (in thousands) Raw materials $ 199,701 $ 151,412 $ 152,692 Work in progress 74,039 42,185 49,312 Finished goods 338,709 218,542 218,847 Supplies 14,186 13,780 18,764 Total inventories, net $ 626,635 $ 425,919 $ 439,615 |
Goodwill
Goodwill | 9 Months Ended |
Jun. 26, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | GoodwillThe 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 quantitative 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 quantitative 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 quantitative goodwill impairment test, which compares the fair value of the Company’s reporting units to their related carrying values, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. 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. No impairment of goodwill was recorded for the three and nine months ended June 26, 2021 and June 27, 2020. |
Other Intangible Assets
Other Intangible Assets | 9 Months Ended |
Jun. 26, 2021 | |
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 Accumulated Net (in millions) June 26, 2021 Marketing-related intangible assets – amortizable $ 20.6 $ (18.3) $ — $ 2.3 Marketing-related intangible assets – nonamortizable 70.6 — (26.0) 44.6 Total 91.2 (18.3) (26.0) 46.9 Customer-related intangible assets – amortizable 140.3 (72.1) (2.5) 65.7 Other acquired intangible assets – amortizable 26.0 (19.4) — 6.6 Other acquired intangible assets – nonamortizable 7.1 — (1.2) 5.9 Total 33.1 (19.4) (1.2) 12.5 Total other intangible assets, net $ 264.6 $ (109.8) $ (29.7) $ 125.1 Gross Accumulated Accumulated Net (in millions) June 27, 2020 Marketing-related intangible assets – amortizable $ 20.6 $ (17.3) $ — $ 3.3 Marketing-related intangible assets – nonamortizable 70.6 — (26.0) 44.6 Total 91.2 (17.3) (26.0) 47.9 Customer-related intangible assets – amortizable 140.3 (61.4) (2.5) 76.3 Other acquired intangible assets – amortizable 26.0 (17.8) — 8.2 Other acquired intangible assets – nonamortizable 7.1 — (1.2) 5.9 Total 33.0 (17.8) (1.2) 14.1 Total other intangible assets, net $ 264.6 $ (96.5) $ (29.7) $ 138.3 Gross Accumulated Accumulated Net (in millions) September 26, 2020 Marketing-related intangible assets – amortizable $ 20.6 $ (17.6) $ — $ 3.0 Marketing-related intangible assets – nonamortizable 70.6 — (26.0) 44.6 Total 91.2 (17.6) (26.0) 47.6 Customer-related intangible assets – amortizable 140.3 (64.1) (2.5) 73.7 Other acquired intangible assets – amortizable 26.0 (18.2) — 7.8 Other acquired intangible assets – nonamortizable 7.1 — (1.2) 5.9 Total 33.1 (18.2) (1.2) 13.6 Total other intangible assets, net $ 264.6 $ (99.9) $ (29.8) $ 134.9 Other acquired intangible assets include contract-based and technology-based intangible assets. 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 the three or nine months ended June 26, 2021, and accordingly, no impairment testing was performed on these assets. The Company amortizes its acquired intangible assets with definite lives over periods ranging from three years to 25 years; over weighted average remaining lives of three years for marketing-related intangibles, eight years for customer-related intangibles and 10 years |
Leases
Leases | 9 Months Ended |
Jun. 26, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company has operating and finance leases for manufacturing and distribution facilities, vehicles, equipment and office space. The Company's leases have remaining lease terms of one Supplemental balance sheet information related to the Company's leases was as follows: Balance Sheet Classification June 26, 2021 June 27, 2020 (in millions) Operating leases Right-of-use assets Operating lease right-of-use assets $ 149.6 $ 99.1 Current lease liabilities Current lease liabilities $ 39.6 $ 31.6 Non-current lease liabilities Long-term lease liabilities 115.2 71.5 Total operating lease liabilities $ 154.8 $ 103.1 Finance leases Right-of-use assets Property, plant and equipment, net $ 0.2 $ 0.3 Current lease liabilities Current portion of long-term debt $ 0.1 $ 0.1 Non-current lease liabilities Long-term debt — 0.1 Total finance lease liabilities $ 0.1 $ 0.2 Components of lease cost were as follows: Nine Months Ended Nine Months Ended (in millions) Operating lease cost $ 32.9 $ 29.0 Finance lease cost: Amortization of right-of-use assets $ 0.1 $ 0.1 Interest on lease liabilities — — Total finance lease cost $ 0.1 $ 0.1 Short-term lease cost $ 3.5 $ 2.7 Variable lease cost $ 8.1 $ 5.1 Total lease cost $ 44.6 $ 36.9 Supplemental cash flow information and non-cash activity related to the Company's leases was as follows: Nine Months Ended Nine Months Ended (in millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 29.4 $ 26.8 Operating cash flows from finance leases $ — $ — Financing cash flows from finance leases $ 0.1 $ 0.1 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 63.5 $ 13.7 Finance leases $ — $ — Weighted-average remaining lease term and discount rate for the Company's leases were as follows: June 26, 2021 June 27, 2020 Weighted-average remaining lease term (in years): Operating leases 6.4 4.8 Finance leases 1.4 2.2 Weighted-average discount rate: Operating leases 2.8 % 3.8 % Finance leases 4.8 % 4.8 % Future non-cancelable lease payments are as follows: As of June 26, 2021 Operating Leases Finance Leases Fiscal Year (in millions) 2021 (remaining three months) $ 11.6 $ — 2022 41.3 0.1 2023 29.6 — 2024 22.3 — 2025 18.2 — Thereafter 49.1 — Total future undiscounted lease payments $ 172.1 $ 0.1 Less imputed interest (17.3) — Total reported lease liability $ 154.8 $ 0.1 |
Leases | Leases The Company has operating and finance leases for manufacturing and distribution facilities, vehicles, equipment and office space. The Company's leases have remaining lease terms of one Supplemental balance sheet information related to the Company's leases was as follows: Balance Sheet Classification June 26, 2021 June 27, 2020 (in millions) Operating leases Right-of-use assets Operating lease right-of-use assets $ 149.6 $ 99.1 Current lease liabilities Current lease liabilities $ 39.6 $ 31.6 Non-current lease liabilities Long-term lease liabilities 115.2 71.5 Total operating lease liabilities $ 154.8 $ 103.1 Finance leases Right-of-use assets Property, plant and equipment, net $ 0.2 $ 0.3 Current lease liabilities Current portion of long-term debt $ 0.1 $ 0.1 Non-current lease liabilities Long-term debt — 0.1 Total finance lease liabilities $ 0.1 $ 0.2 Components of lease cost were as follows: Nine Months Ended Nine Months Ended (in millions) Operating lease cost $ 32.9 $ 29.0 Finance lease cost: Amortization of right-of-use assets $ 0.1 $ 0.1 Interest on lease liabilities — — Total finance lease cost $ 0.1 $ 0.1 Short-term lease cost $ 3.5 $ 2.7 Variable lease cost $ 8.1 $ 5.1 Total lease cost $ 44.6 $ 36.9 Supplemental cash flow information and non-cash activity related to the Company's leases was as follows: Nine Months Ended Nine Months Ended (in millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 29.4 $ 26.8 Operating cash flows from finance leases $ — $ — Financing cash flows from finance leases $ 0.1 $ 0.1 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 63.5 $ 13.7 Finance leases $ — $ — Weighted-average remaining lease term and discount rate for the Company's leases were as follows: June 26, 2021 June 27, 2020 Weighted-average remaining lease term (in years): Operating leases 6.4 4.8 Finance leases 1.4 2.2 Weighted-average discount rate: Operating leases 2.8 % 3.8 % Finance leases 4.8 % 4.8 % Future non-cancelable lease payments are as follows: As of June 26, 2021 Operating Leases Finance Leases Fiscal Year (in millions) 2021 (remaining three months) $ 11.6 $ — 2022 41.3 0.1 2023 29.6 — 2024 22.3 — 2025 18.2 — Thereafter 49.1 — Total future undiscounted lease payments $ 172.1 $ 0.1 Less imputed interest (17.3) — Total reported lease liability $ 154.8 $ 0.1 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Jun. 26, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following: June 26, 2021 June 27, 2020 September 26, 2020 (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 300,000 300,000 300,000 Senior notes, interest at 4.125%, payable semi-annually, principal due October 2030 500,000 — — Senior notes, interest at 4.125%, payable semi-annually, principal due April 2031 400,000 — — Unamortized debt issuance costs (16,445) (6,207) (6,142) Net carrying value 1,183,555 693,793 693,858 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. — — — Other notes payable 122 220 195 Total 1,183,677 694,013 694,053 Less current portion (86) (98) (97) Long-term portion $ 1,183,591 $ 693,915 $ 693,956 Senior Notes Issuance of $400 million 4.125% Senior Notes due 2031 On April 30, 2021, the Company issued $400 million aggregate principal amount of 4.125% senior notes due April 2031 (the "2031 Notes"). The Company used the net proceeds from the offering to repay all outstanding borrowings under its Amended Credit Facility, with the remainder to be used for general corporate purposes. The Company incurred approximately $6 million of debt issuance costs in conjunction with this issuance, which included underwriter fees and legal, accounting and rating agency expenses. The debt issuance costs are being amortized over the term of the 2031 Notes. The 2031 Notes require semi-annual interest payments on April 30 and October 30, commencing October 30, 2021. The 2031 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 Amended Credit Facility. The 2031 Notes were issued in a private placement under Rule 144A and will not be registered under the Securities Act of 1933. The Company may redeem some or all of the 2031 Notes at any time, at its option, prior to April 30, 2026 at the principal amount plus a "make whole" premium. At any time prior to April 30, 2024, the Company may also redeem, at its option, up to 40% of the notes with the proceeds of certain equity offerings at a redemption price of 104.125% of the principal amount of the notes. The Company may redeem some or all of the 2031 Notes at the Company’s option, at any time on or after April 30, 2026 for 102.063%, on or after April 30, 2027 for 101.375%, on or after April 30, 2028 for 100.688% and on or after April 30, 2029 for 100.0%, plus accrued and unpaid interest. The holders of the 2031 Notes have the right to require the Company to repurchase all or a portion of the 2031 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 specific kinds of changes of control. The 2031 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 June 26, 2021. Issuance of $500 million 4.125% Senior Notes due 2030 and Redemption of $400 million 6.125% Senior Notes due 2023 In October 2020, the Company issued $500 million aggregate principal amount of 4.125% senior notes due October 2030 (the "2030 Notes"). In November 2020, the Company used a portion of the net proceeds to redeem all of its outstanding 6.125% senior notes due November 2023 (the "2023 Notes") at a redemption price of 101.531% plus accrued and unpaid interest, and to pay related fees and expenses, with the remainder for general corporate purposes. The Company incurred approximately $8.0 million of debt issuance costs associated 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 2030 Notes. As a result of the Company's redemption of the 2023 Notes, the Company incurred a call premium payment of $6.1 million, overlapping interest expense for 30 days of approximately $1.4 million and a $2.5 million non-cash charge for the write-off of unamortized deferred financing costs related to the 2023 Notes. These amounts are included in interest expense in the condensed consolidated statements of operations. The 2030 Notes require semiannual interest payments on October 15 and April 15, commencing April 15, 2021. The 2030 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 or guarantee Central's other debt. The Company may redeem some or all of the 2030 Notes at any time, at its option, prior to October 15, 2025 at a price equal to 100% of the principal amount plus a “make-whole” premium. Prior to October 15, 2023, the Company may redeem up to 40% of the original aggregate principal amount of the notes with the proceeds of certain equity offerings at a redemption price of 104.125% of the principal amount of the notes. The Company may redeem some or all of the 2030 Notes, at its option, in whole or in part, at any time on or after October 15, 2025 for 102.063%, on or after October 15, 2026 for 101.375%, on or after October 15, 2027 for 100.688% and on or after October 15, 2028 for 100.0%, plus accrued and unpaid interest. The holders of the 2030 Notes have the right to require the Company to repurchase all or a portion of the 2030 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 2030 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 June 26, 2021. $300 million 5.125% Senior Notes due 2028 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 used the net proceeds from the offering to finance 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. The 2028 Notes are unconditionally guaranteed on a senior basis by the Company's existing and future domestic restricted subsidiaries which are borrowers under or guarantors of Central's senior secured revolving credit facility, or which guarantee Central's other debt. 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. 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 the Company 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 June 26, 2021. 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 amended and restated the previous credit agreement dated April 22, 2016 and continues to provide a $400 million principal amount senior secured asset-based revolving credit facility, with up to an additional $200 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 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 that is calculated using a formula initially based upon eligible receivables and inventory minus certain reserves and adjustments. 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. Net availability under the Amended Credit Facility was $400 million as of June 26, 2021. The Amended Credit Facility includes a $50 million sublimit for the issuance of standby letters of credit and a $40 million sublimit for short-notice borrowings. As of June 26, 2021, there were no borrowings outstanding and no letters of credit outstanding under the Credit Facility. There were other letters of credit of $1.6 million outstanding as of June 26, 2021. 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, plus, in either case, an applicable margin based on the Company's usage under the credit facility. Base Rate is defined as the highest of (a) the Truist prime rate, (b) the Federal Funds Rate plus 0.50%, (c) one-month LIBOR plus 1.00%) and (d) 0.00%. The applicable margin for LIBOR-based borrowings fluctuates between 1.00%-1.50%, and was 1.00% as of June 26, 2021, and such applicable margin for Base Rate borrowings fluctuates between 0.00%-0.50%, and was 0% as of June 26, 2021. 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 June 26, 2021, the applicable interest rate related to Base Rate borrowings was 3.3%, and the applicable interest rate related to one-month LIBOR-based borrowings was 1.1%. Banks currently reporting information used to set LIBOR will stop doing so after 2021. Various parties, including government agencies, are seeking to identify an alternative rate to replace LIBOR. The Company is monitoring their efforts, and it will likely amend contracts to accommodate any replacement rate where it is not already provided. The Company's Amended Credit Facility already anticipates the potential loss of LIBOR and defines procedures for establishing a replacement rate. 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. The 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. The Company was in compliance with all financial covenants under the Amended Credit Facility during the period ended June 26, 2021. |
Supplemental Equity Information
Supplemental Equity Information | 9 Months Ended |
Jun. 26, 2021 | |
Equity [Abstract] | |
Supplemental Equity Information | Supplemental Equity Information The following table provides a summary of the changes in the carrying amounts of equity attributable to controlling interest and noncontrolling interest through the nine months ended June 26, 2021 and June 27, 2020. Controlling Interest Common Class A Class Additional Retained Accumulated Total Noncontrolling Total (in thousands) Balance September 26, 2020 $ 113 $ 419 $ 16 $ 566,883 $ 510,781 $ (1,409) $ 1,076,803 $ 871 $ 1,077,674 Comprehensive income — — — — 5,613 377 5,990 29 6,019 Amortization of share-based awards — — — 3,225 — — 3,225 — 3,225 Restricted share activity, including net share settlement — 3 — (364) — — (361) — (361) Distribution to Noncontrolling interest — — — — — — — (478) (478) Issuance of common stock, including net share settlement of stock options — — — 934 — — 934 — 934 Balance December 26, 2020 $ 113 $ 422 $ 16 $ 570,678 $ 516,394 $ (1,032) $ 1,086,591 $ 422 $ 1,087,013 Comprehensive income — — — — 72,954 (1,121) 71,833 645 72,478 Amortization of share-based awards — — — 4,106 — — 4,106 — 4,106 Restricted share activity, including net share settlement — 3 — (661) — — (658) — (658) Issuance of common stock, including net share settlement of stock options — 2 — (1,308) — — (1,306) — (1,306) Distribution to Noncontrolling interest — — — — — — — (54) (54) Balance March 27, 2021 $ 113 $ 427 $ 16 $ 572,815 $ 589,348 $ (2,153) $ 1,160,566 $ 1,013 $ 1,161,579 Comprehensive income — — — — 76,186 322 76,508 568 77,076 Amortization of share-based awards — — — 4,526 — — 4,526 — 4,526 Restricted share activity, including net share settlement — — — (1,132) — — (1,132) — (1,132) Issuance of common stock, including net share settlement of stock options — — — (105) — — (105) — (105) Other — — — — — — — 1 1 Balance June 26, 2021 $ 113 $ 427 $ 16 $ 576,104 $ 665,534 $ (1,831) $ 1,240,363 $ 1,582 $ 1,241,945 Controlling Interest Common Stock Class A Common Stock Class B Stock Additional Paid In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Noncontrolling Interest Total (in thousands) Balance September 28, 2019 $ 115 $ 430 $ 16 $ 575,380 $ 421,742 $ (1,676) $ 996,007 $ 170 $ 996,177 Comprehensive income — — — — (4,417) 436 (3,981) (122) (4,103) Amortization of share-based awards — — — 2,804 — — 2,804 — 2,804 Restricted share activity, including net share settlement — — — (318) — — (318) — (318) Repurchase of stock (8) (8,488) (13,632) (22,128) (22,128) Issuance of common stock, including net share settlement of stock options — 1 — 739 — — 740 — 740 Balance December 28, 2019 $ 115 $ 423 $ 16 $ 570,117 $ 403,693 $ (1,240) $ 973,124 $ 48 $ 973,172 Comprehensive income — — — — 42,704 (405) 42,299 438 42,737 Amortization of share-based awards — — — 2,923 — — 2,923 — 2,923 Restricted share activity, including net share settlement — 3 — (807) — — (804) — (804) Repurchase of stock (2) (8) (10,121) (14,911) — (25,042) (25,042) Issuance of common stock, including net share settlement of stock options — — — 513 — — 513 — 513 Distribution to Noncontrolling interest — — — — — — — — — Other — — — — — — — (57) (57) Balance March 28, 2020 $ 113 $ 418 $ 16 $ 562,625 $ 431,486 $ (1,645) $ 993,013 $ 429 $ 993,442 Comprehensive income — — — — 68,800 (39) 68,761 537 69,298 Amortization of share-based awards — — — 3,754 — — 3,754 — 3,754 Restricted share activity, including net share settlement — — — (1,425) — — (1,425) — (1,425) Issuance of common stock, including net share settlement of stock options — 1 — 405 — — 406 — 406 Repurchase of common stock (2) (1,988) (3,094) (5,084) (5,084) Distribution to Noncontrolling interest — — — — — — — (39) (39) Balance June 27, 2020 $ 113 $ 417 $ 16 $ 563,371 $ 497,192 $ (1,684) $ 1,059,425 $ 927 $ 1,060,352 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Jun. 26, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based CompensationThe Company recognized share-based compensation expense of $17.0 million and $14.0 million for the nine months ended June 26, 2021 and June 27, 2020, respectively, as a component of selling, general and administrative expenses. The tax benefit associated with share-based compensation expense for the nine months ended June 26, 2021 and June 27, 2020 was $4.0 million and $3.4 million, respectively. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Jun. 26, 2021 | |
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 per share computations for income from continuing operations. Three Months Ended Nine Months Ended June 26, 2021 June 26, 2021 Income Shares Per Share Income Shares Per Share (in thousands, except per share amounts) Basic EPS: Net income available to common shareholders $ 76,186 53,976 $ 1.41 $ 154,753 53,882 $ 2.87 Effect of dilutive securities: Options to purchase common stock — 840 (0.02) — 679 (0.04) Restricted shares — 842 (0.02) — 675 (0.03) Diluted EPS: Net income available to common shareholders $ 76,186 55,658 $ 1.37 $ 154,753 55,236 $ 2.80 Three Months Ended Nine Months Ended June 27, 2020 June 27, 2020 Income Shares Per Share Income Shares Per Share (in thousands, except per share amounts) Basic EPS: Net income available to common shareholders $ 68,800 53,441 $ 1.29 $ 107,087 54,261 $ 1.97 Effect of dilutive securities: Options to purchase common stock — 278 (0.01) — 339 (0.01) Restricted shares — 449 (0.01) — 384 (0.01) Diluted EPS: Net income available to common shareholders $ 68,800 54,168 $ 1.27 $ 107,087 54,984 $ 1.95 Options to purchase 2.6 million shares of common stock at prices ranging from $13.82 to $51.37 per share were outstanding at June 26, 2021, and options to purchase 3.1 million shares of common stock at prices ranging from $10.63 to $38.10 per share were outstanding at June 27, 2020. For the three months ended June 26, 2021, all options outstanding were included in the computation of diluted earnings per share. For the three months ended June 27, 2020, 0.5 million options outstanding 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 antidilutive. For the nine months ended June 26, 2021 and June 27, 2020, 0.2 million and 1.0 million options outstanding 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 antidilutive. |
Segment Information
Segment Information | 9 Months Ended |
Jun. 26, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information 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 and are presented in the table below. During the first quarter of fiscal year 2021, the Company began reporting the results of its outdoor cushion operations in the Pet segment as a result of a change in internal management reporting lines due to potential synergies in sourcing, manufacturing and innovation and to be consistent with the reporting of financial information used to assess performance and allocate resources. These operations were previously reported in the Garden segment and are now managed and reported in the Pet segment. All prior period segment disclosures have been recast to reflect this segment change. Three Months Ended Nine Months Ended June 26, 2021 June 27, 2020 June 26, 2021 June 27, 2020 (in thousands) Net sales: Pet segment $ 507,788 $ 461,567 $ 1,436,170 $ 1,233,686 Garden segment 529,287 371,916 $ 1,128,387 785,854 Total net sales $ 1,037,075 $ 833,483 $ 2,564,557 $ 2,019,540 Operating Income Pet segment 71,021 63,606 176,604 135,819 Garden segment 67,037 64,941 137,650 101,219 Corporate (24,817) (23,907) (69,363) (64,228) Total operating income 113,241 104,640 244,891 172,810 Interest expense - net (13,086) (11,471) (44,006) (29,444) Other income (expense) (1,086) (3,541) 370 (4,215) Income tax expense 22,315 20,291 45,260 31,211 Income including noncontrolling interest 76,754 69,337 155,995 107,940 Net income attributable to noncontrolling interest 568 537 1,242 853 Net income attributable to Central Garden & Pet Company $ 76,186 $ 68,800 $ 154,753 $ 107,087 Depreciation and amortization: Pet segment $ 8,960 $ 9,249 $ 26,927 $ 27,491 Garden segment 10,808 2,663 22,250 7,971 Corporate 1,222 1,371 3,582 4,136 Total depreciation and amortization $ 20,990 $ 13,283 $ 52,759 $ 39,598 June 26, 2021 June 27, 2020 September 26, 2020 (in thousands) Assets: Pet segment $ 976,189 $ 894,454 $ 877,901 Garden segment 1,328,664 551,741 481,401 Corporate 818,651 817,774 980,062 Total assets $ 3,123,504 $ 2,263,969 $ 2,339,364 Goodwill (included in corporate assets above): Pet segment $ 277,067 $ 276,966 $ 277,067 Garden segment 12,888 12,888 12,888 Total goodwill $ 289,955 $ 289,854 $ 289,955 The tables below presents the Company's disaggregated revenues by segment: Three Months Ended June 26, 2021 Nine Months Ended June 26, 2021 Pet Segment Garden Segment Total Pet Segment Garden Segment Total (in millions) (in millions) Other pet products $ 277.5 $ — $ 277.5 $ 719.4 $ — $ 719.4 Dog and cat products 131.9 — 131.9 420.6 — 420.6 Other manufacturers' products 98.4 126.0 224.4 296.2 274.9 571.1 Garden controls and fertilizer products — 92.3 92.3 — 253.1 253.1 Other garden supplies — 311.0 311.0 — 600.4 600.4 Total $ 507.8 $ 529.3 $ 1,037.1 $ 1,436.2 $ 1,128.4 $ 2,564.6 Three Months Ended June 27, 2020 Nine Months Ended June 27, 2020 Pet Segment Garden Segment Total Pet Segment Garden Segment Total (in millions) (in millions) Other pet products $ 254.6 $ — $ 254.6 $ 613.9 $ — $ 613.9 Dog and cat products 117.0 — 117.0 358.8 — 358.8 Other manufacturers' products 90.0 90.1 180.1 261.0 182.2 443.2 Garden controls and fertilizer products — 100.3 100.3 — 234.2 234.2 Other garden supplies — 181.5 181.5 — 369.4 369.4 Total $ 461.6 $ 371.9 $ 833.5 $ 1,233.7 $ 785.9 $ 2,019.5 |
Contingencies
Contingencies | 9 Months Ended |
Jun. 26, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 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 that management believes are likely to have a material effect on the Company’s financial position or results of operations with the potential exception of the proceeding below. In 2012, Nite Glow Industries, Inc and its owner, Marni Markell, (“Nite Glow”) filed suit in the U.S. 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 court ruled on post-trial motions in early June 2020, reducing the judgment amount to $12.4 million and denying the plaintiff's request for attorneys' fees. The Company filed its notice of appeal and the plaintiffs cross-appealed. On July 14, 2021, the Federal Circuit Court of Appeals issued its decision on the appeal. The court reversed the existing judgment in favor of the Company on the patent claim and determined that the breach of contract claim raised no non-duplicative damages and should be dismissed. The court affirmed the jury's liability verdict on the misappropriation of confidential information claim but ordered a new trial on damages on that single claim limited to the "head start" benefit, if any, generated by the confidential information. The Company intends to vigorously pursue its defenses in the future proceedings and believes that it will prevail on the merits as to the head start damages issue. 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 continuing; as a result, the ultimate resolution and impact on the Company’s consolidated financial statements is uncertain. In November 2019, the DMC business unit in the Company's Pet Segment experienced a fire in one of its leased properties located in Athens, Texas, which resulted in inventory, property-related and business interruption losses in the estimated range of $35 million to $40 million. In April 2020, DMC experienced an additional fire in the same leased property in Athens, Texas, which resulted in inventory and property-related losses estimated to be approximately $10 million. The Company currently believes its insurance coverage is sufficient to cover the remaining asset-related losses as well as the business interruption loss associated with this event. 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. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 26, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsAcquisition of D&D Commodities LimitedOn June 30, 2021, the Company purchased D&D Commodities, Ltd. ("D&D"), a provider of high-quality, premium bird feed, for approximately $88 million in cash and the assumption of approximately $30 million of long-term debt. The addition of D&D will expand Central's portfolio in the bird feed category and is expected to deepen the Company's relationship with major retailers. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Jun. 26, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated balance sheets of Central Garden & Pet Company and subsidiaries (the “Company” or “Central”) as of June 26, 2021 and June 27, 2020, the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income for the three and nine months ended June 26, 2021 and June 27, 2020 and the condensed consolidated statements of cash flows for the nine months ended June 26, 2021 and June 27, 2020 have been prepared by the Company, without audit. In the opinion of management, the interim financial statements include all normal recurring adjustments necessary for a fair statement of the results for the interim periods presented. For the Company’s foreign businesses in the United Kingdom and Canada, the local currency is the functional currency. Assets and liabilities are translated using the exchange rate in effect at the balance sheet date. Income and expenses are translated at the average exchange rate for the period. Deferred taxes are not provided on translation gains and losses because the Company expects earnings of its foreign subsidiary to be permanently reinvested. Transaction gains and losses are included in results of operations. Due to the seasonal nature of the Company’s garden business, the results of operations for the three and nine months ended June 26, 2021 are not necessarily indicative of the operating results that may be expected for the entire fiscal year. These interim financial statements should be read in conjunction with the annual audited financial statements, accounting policies and financial notes thereto, included in the Company’s 2020 Annual Report on Form 10-K, which has previously been filed with the Securities and Exchange Commission. The September 26, 2020 balance sheet presented herein was derived from the audited financial statements. |
Change in Segment Components | Change in Segment Components During the first quarter of fiscal year 2021, the Company began reporting the results of its outdoor cushion operations in the Pet segment as a result of a change in internal management reporting lines due to potential synergies in sourcing, manufacturing and innovation and to be consistent with the reporting of financial information used to assess performance and allocate resources. These operations were previously reported in the Garden segment and are now managed and reported in the Pet segment. All prior period segment disclosures have been recast to reflect this segment change. |
Noncontrolling Interest | Noncontrolling Interest Noncontrolling interest in the Company’s condensed consolidated financial statements represents the 20% interest not owned by Central 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 (loss) attributable to noncontrolling interest in the consolidated statements of operations. See Note 9, Supplemental Equity Information, for additional information. |
Cash, Cash Equivalents and Restricted Cash | 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. |
Allowance for Credit Losses and Customer Allowances | Allowance for Credit Losses and Customer Allowances The Company’s trade accounts receivable are recorded at net realizable value, which includes an allowance for estimated credit losses, as well as allowances for contractual customer deductions accounted for as variable consideration. Under the guidance found in ASC |
Revenue Recognition | 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 (less than 2% of consolidated net sales) from 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. 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 expenses and other current assets on the condensed consolidated balance sheets. |
Leases | Leases The Company determines whether an arrangement contains a lease at inception by determining if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration and other facts and circumstances. Long-term operating lease right-of-use ("ROU") assets and current and long-term operating lease liabilities are presented separately in the condensed consolidated balance sheets. Finance lease ROU assets are presented in property, plant and equipment, net, and the related finance liabilities are presented with current and long-term debt in the condensed consolidated balance sheets. Lease ROU assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets are calculated based on the lease liability adjusted for any lease payments paid to the lessor at or before the commencement date and excludes any lease incentives received from the lessor. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. As the Company's leases typically do not contain a readily determinable implicit rate, the Company determines the present value of the lease liability using its incremental borrowing rate at the lease commencement date based on the lease term on a collateralized basis. Variable lease payments are expensed as incurred and include certain non-lease components, such as maintenance and other services provided by the lessor, and other charges included in the lease, as applicable. Non-lease components and the lease components to which they relate are accounted for as a single lease component, as the Company has elected to combine lease and non-lease components for all classes of underlying assets. Amortization of ROU lease assets is calculated on a straight-line basis over the lease term with the expense recorded in cost of sales or selling, general and administrative expenses, depending on the nature of the leased item. Interest expense is recorded over the lease term and is recorded in interest expense (based on a front-loaded interest expense pattern) for finance leases and is recorded in cost of sales or selling, general and administrative expenses (on a straight-line basis) for operating leases. All operating lease cash payments and interest on finance leases are recorded within cash flows from operating activities and all finance lease principal payments are recorded within cash flows from financing activities in the condensed consolidated statements of cash flows. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted Credit Losses In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) , which changes the impairment model for most financial assets to require measurement and recognition of expected credit losses for financial assets measured at amortized cost, including trade receivables. The model replaces the probable, incurred loss model for those assets and broadens the information an entity must consider when developing its expected credit loss estimate for assets measured at amortized cost. The Company adopted the standard as of September 27, 2020, and the adoption did not have a material impact on the Company's condensed consolidated financial statements and related disclosures. Additionally, there have been no significant changes to the Company's accounting policies as disclosed in the Company's fiscal 2020 Form 10-K as a result of the adoption of this new accounting guidance. Goodwill and Intangible Assets 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). The Company adopted this standard as of September 27, 2020 on a prospective basis, and the adoption of this standard did not have a material impact on its condensed consolidated financial statements and related disclosures. In 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 Company adopted this guidance as of September 27, 2020 on a prospective basis. Based on the Company's most recent annual goodwill impairment test performed as of July 1, 2020, there were no reporting units for which the carrying amount of the reporting unit exceeded its fair value; therefore, the adoption of this ASU did not have an impact on the Company's condensed 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 Me asurement . This ASU modifies the disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures. 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. The Company adopted this standard as of September 27, 2020, and the adoption did not have a material impact on its condensed consolidated financial statements and related disclosures. Accounting Standards Not Yet Adopted Accounting for Income Taxes In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) , Simplifying the Accounting for Income Taxes , which eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating taxes during the quarters and the recognition of deferred tax liabilities for outside basis differences. This guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for the Company in its first quarter of fiscal 2022 and would require the Company to recognize a cumulative effect adjustment to the opening balance of retained earnings, if applicable. The Company is currently evaluating the impact that ASU 2019-12 may have on its condensed consolidated financial statements. |
Fair Value Measurement | Fair Value Measurements ASC 820 establishes a single authoritative definition of fair value, a framework for measuring fair value and expands disclosure of fair value measurements. ASC 820 requires 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, short term investments consisting of bank certificates of deposit, 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. |
Goodwill | GoodwillThe 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 quantitative 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 quantitative 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 quantitative goodwill impairment test, which compares the fair value of the Company’s reporting units to their related carrying values, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. 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. No impairment of goodwill was recorded for the three and nine months ended June 26, 2021 and June 27, 2020. |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Tables) | 9 Months Ended |
Jun. 26, 2021 | |
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 June 26, 2021, June 27, 2020 and September 26, 2020, respectively. June 26, 2021 June 27, 2020 September 26, 2020 (in thousands) Cash and cash equivalents $ 517,052 $ 495,339 $ 652,712 Restricted cash 11,679 13,536 13,685 Total cash, cash equivalents and restricted cash $ 528,731 $ 508,875 $ 666,397 |
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 June 26, 2021, June 27, 2020 and September 26, 2020, respectively. June 26, 2021 June 27, 2020 September 26, 2020 (in thousands) Cash and cash equivalents $ 517,052 $ 495,339 $ 652,712 Restricted cash 11,679 13,536 13,685 Total cash, cash equivalents and restricted cash $ 528,731 $ 508,875 $ 666,397 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Jun. 26, 2021 | |
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 June 26, 2021: Level 1 Level 2 Level 3 Total (in thousands) Liabilities: Liability for contingent consideration (a) $ — $ — $ 1,083 $ 1,083 Total liabilities $ — $ — $ 1,083 $ 1,083 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 June 27, 2020: Level 1 Level 2 Level 3 Total (in thousands) Liabilities: Liability for contingent consideration (a) $ — $ — $ 1,246 $ 1,246 Total liabilities $ — $ — $ 1,246 $ 1,246 The following table presents the Company's 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 26, 2020: Level 1 Level 2 Level 3 Total (in thousands) Liabilities: Liability for contingent consideration (a) $ — $ — $ 1,369 $ 1,369 Total liabilities $ — $ — $ 1,369 $ 1,369 (a) The fair values of the Company's contingent consideration liabilities from previous business acquisitions are considered "Level 3" measurements because the Company uses various estimates in the valuation models to project timing and amount of future contingent payments. 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. In December 2019, performance-based criteria associated with the $6 million contingent consideration liability related to Segrest, Inc. were met and accordingly, the entire amount was released out of an independent escrow account to the former owners as of December 28, 2019. The performance period related to B2E ended on December 31, 2020. The performance period related to Hydro-Organics Wholesale extends through fiscal year 2025. 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 the changes in fair value of the Company's Level 3 financial instruments for the periods ended June 26, 2021 and June 27, 2020: Amount (in thousands) Balance September 26, 2020 $ 1,369 Estimated contingent performance-based consideration established at the time of acquisition — Changes in the fair value of contingent performance-based payments established at the time of acquisition (32) Performance-based payments (254) Balance June 26, 2021 $ 1,083 Amount (in thousands) Balance September 28, 2019 $ 7,369 Estimated contingent performance-based consideration established at the time of acquisition — Changes in the fair value of contingent performance-based payments established at the time of acquisition 31 Performance-based payments (6,154) Balance June 27, 2020 $ 1,246 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 9 Months Ended |
Jun. 26, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisition, Pro Forma Information | The following unaudited pro forma financial information summarizes the combined results of operations for Central and Green Garden Products as if the companies were combined as of the beginning of fiscal year 2020. Three months ended Nine months ended June 26, 2021 June 27, 2020 June 26, 2021 June 27, 2020 (in thousands except per share amounts, unaudited) Net sales $ 1,037,075 $ 903,166 $ 2,618,850 $ 2,155,753 Net income attributable to Central Garden & Pet Company $ 76,186 $ 89,780 $ 178,515 $ 133,471 Diluted net income per share attributable to Central Garden & Pet Company $ 1.37 $ 1.66 $ 3.23 $ 2.43 |
Inventories, net (Tables)
Inventories, net (Tables) | 9 Months Ended |
Jun. 26, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories, Net of Allowance for Obsolescence | Inventories, net of allowance for obsolescence, consist of the following: June 26, 2021 June 27, 2020 September 26, 2020 (in thousands) Raw materials $ 199,701 $ 151,412 $ 152,692 Work in progress 74,039 42,185 49,312 Finished goods 338,709 218,542 218,847 Supplies 14,186 13,780 18,764 Total inventories, net $ 626,635 $ 425,919 $ 439,615 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 9 Months Ended |
Jun. 26, 2021 | |
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 Accumulated Net (in millions) June 26, 2021 Marketing-related intangible assets – amortizable $ 20.6 $ (18.3) $ — $ 2.3 Marketing-related intangible assets – nonamortizable 70.6 — (26.0) 44.6 Total 91.2 (18.3) (26.0) 46.9 Customer-related intangible assets – amortizable 140.3 (72.1) (2.5) 65.7 Other acquired intangible assets – amortizable 26.0 (19.4) — 6.6 Other acquired intangible assets – nonamortizable 7.1 — (1.2) 5.9 Total 33.1 (19.4) (1.2) 12.5 Total other intangible assets, net $ 264.6 $ (109.8) $ (29.7) $ 125.1 Gross Accumulated Accumulated Net (in millions) June 27, 2020 Marketing-related intangible assets – amortizable $ 20.6 $ (17.3) $ — $ 3.3 Marketing-related intangible assets – nonamortizable 70.6 — (26.0) 44.6 Total 91.2 (17.3) (26.0) 47.9 Customer-related intangible assets – amortizable 140.3 (61.4) (2.5) 76.3 Other acquired intangible assets – amortizable 26.0 (17.8) — 8.2 Other acquired intangible assets – nonamortizable 7.1 — (1.2) 5.9 Total 33.0 (17.8) (1.2) 14.1 Total other intangible assets, net $ 264.6 $ (96.5) $ (29.7) $ 138.3 Gross Accumulated Accumulated Net (in millions) September 26, 2020 Marketing-related intangible assets – amortizable $ 20.6 $ (17.6) $ — $ 3.0 Marketing-related intangible assets – nonamortizable 70.6 — (26.0) 44.6 Total 91.2 (17.6) (26.0) 47.6 Customer-related intangible assets – amortizable 140.3 (64.1) (2.5) 73.7 Other acquired intangible assets – amortizable 26.0 (18.2) — 7.8 Other acquired intangible assets – nonamortizable 7.1 — (1.2) 5.9 Total 33.1 (18.2) (1.2) 13.6 Total other intangible assets, net $ 264.6 $ (99.9) $ (29.8) $ 134.9 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Jun. 26, 2021 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to the Company's leases was as follows: Balance Sheet Classification June 26, 2021 June 27, 2020 (in millions) Operating leases Right-of-use assets Operating lease right-of-use assets $ 149.6 $ 99.1 Current lease liabilities Current lease liabilities $ 39.6 $ 31.6 Non-current lease liabilities Long-term lease liabilities 115.2 71.5 Total operating lease liabilities $ 154.8 $ 103.1 Finance leases Right-of-use assets Property, plant and equipment, net $ 0.2 $ 0.3 Current lease liabilities Current portion of long-term debt $ 0.1 $ 0.1 Non-current lease liabilities Long-term debt — 0.1 Total finance lease liabilities $ 0.1 $ 0.2 Weighted-average remaining lease term and discount rate for the Company's leases were as follows: June 26, 2021 June 27, 2020 Weighted-average remaining lease term (in years): Operating leases 6.4 4.8 Finance leases 1.4 2.2 Weighted-average discount rate: Operating leases 2.8 % 3.8 % Finance leases 4.8 % 4.8 % |
Schedule of Supplemental Cash Flow and Other Information Related to Leases | Components of lease cost were as follows: Nine Months Ended Nine Months Ended (in millions) Operating lease cost $ 32.9 $ 29.0 Finance lease cost: Amortization of right-of-use assets $ 0.1 $ 0.1 Interest on lease liabilities — — Total finance lease cost $ 0.1 $ 0.1 Short-term lease cost $ 3.5 $ 2.7 Variable lease cost $ 8.1 $ 5.1 Total lease cost $ 44.6 $ 36.9 Supplemental cash flow information and non-cash activity related to the Company's leases was as follows: Nine Months Ended Nine Months Ended (in millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 29.4 $ 26.8 Operating cash flows from finance leases $ — $ — Financing cash flows from finance leases $ 0.1 $ 0.1 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 63.5 $ 13.7 Finance leases $ — $ — |
Operating Lease Maturity | Future non-cancelable lease payments are as follows: As of June 26, 2021 Operating Leases Finance Leases Fiscal Year (in millions) 2021 (remaining three months) $ 11.6 $ — 2022 41.3 0.1 2023 29.6 — 2024 22.3 — 2025 18.2 — Thereafter 49.1 — Total future undiscounted lease payments $ 172.1 $ 0.1 Less imputed interest (17.3) — Total reported lease liability $ 154.8 $ 0.1 |
Finance Leases Maturity | Future non-cancelable lease payments are as follows: As of June 26, 2021 Operating Leases Finance Leases Fiscal Year (in millions) 2021 (remaining three months) $ 11.6 $ — 2022 41.3 0.1 2023 29.6 — 2024 22.3 — 2025 18.2 — Thereafter 49.1 — Total future undiscounted lease payments $ 172.1 $ 0.1 Less imputed interest (17.3) — Total reported lease liability $ 154.8 $ 0.1 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Jun. 26, 2021 | |
Debt Disclosure [Abstract] | |
Components of Long-Term Debt | Long-term debt consists of the following: June 26, 2021 June 27, 2020 September 26, 2020 (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 300,000 300,000 300,000 Senior notes, interest at 4.125%, payable semi-annually, principal due October 2030 500,000 — — Senior notes, interest at 4.125%, payable semi-annually, principal due April 2031 400,000 — — Unamortized debt issuance costs (16,445) (6,207) (6,142) Net carrying value 1,183,555 693,793 693,858 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. — — — Other notes payable 122 220 195 Total 1,183,677 694,013 694,053 Less current portion (86) (98) (97) Long-term portion $ 1,183,591 $ 693,915 $ 693,956 |
Supplemental Equity Informati_2
Supplemental Equity Information (Tables) | 9 Months Ended |
Jun. 26, 2021 | |
Equity [Abstract] | |
Summary of Changes in Carrying Amounts of Equity Attributable to Controlling Interest and Noncontrolling Interest | The following table provides a summary of the changes in the carrying amounts of equity attributable to controlling interest and noncontrolling interest through the nine months ended June 26, 2021 and June 27, 2020. Controlling Interest Common Class A Class Additional Retained Accumulated Total Noncontrolling Total (in thousands) Balance September 26, 2020 $ 113 $ 419 $ 16 $ 566,883 $ 510,781 $ (1,409) $ 1,076,803 $ 871 $ 1,077,674 Comprehensive income — — — — 5,613 377 5,990 29 6,019 Amortization of share-based awards — — — 3,225 — — 3,225 — 3,225 Restricted share activity, including net share settlement — 3 — (364) — — (361) — (361) Distribution to Noncontrolling interest — — — — — — — (478) (478) Issuance of common stock, including net share settlement of stock options — — — 934 — — 934 — 934 Balance December 26, 2020 $ 113 $ 422 $ 16 $ 570,678 $ 516,394 $ (1,032) $ 1,086,591 $ 422 $ 1,087,013 Comprehensive income — — — — 72,954 (1,121) 71,833 645 72,478 Amortization of share-based awards — — — 4,106 — — 4,106 — 4,106 Restricted share activity, including net share settlement — 3 — (661) — — (658) — (658) Issuance of common stock, including net share settlement of stock options — 2 — (1,308) — — (1,306) — (1,306) Distribution to Noncontrolling interest — — — — — — — (54) (54) Balance March 27, 2021 $ 113 $ 427 $ 16 $ 572,815 $ 589,348 $ (2,153) $ 1,160,566 $ 1,013 $ 1,161,579 Comprehensive income — — — — 76,186 322 76,508 568 77,076 Amortization of share-based awards — — — 4,526 — — 4,526 — 4,526 Restricted share activity, including net share settlement — — — (1,132) — — (1,132) — (1,132) Issuance of common stock, including net share settlement of stock options — — — (105) — — (105) — (105) Other — — — — — — — 1 1 Balance June 26, 2021 $ 113 $ 427 $ 16 $ 576,104 $ 665,534 $ (1,831) $ 1,240,363 $ 1,582 $ 1,241,945 Controlling Interest Common Stock Class A Common Stock Class B Stock Additional Paid In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Noncontrolling Interest Total (in thousands) Balance September 28, 2019 $ 115 $ 430 $ 16 $ 575,380 $ 421,742 $ (1,676) $ 996,007 $ 170 $ 996,177 Comprehensive income — — — — (4,417) 436 (3,981) (122) (4,103) Amortization of share-based awards — — — 2,804 — — 2,804 — 2,804 Restricted share activity, including net share settlement — — — (318) — — (318) — (318) Repurchase of stock (8) (8,488) (13,632) (22,128) (22,128) Issuance of common stock, including net share settlement of stock options — 1 — 739 — — 740 — 740 Balance December 28, 2019 $ 115 $ 423 $ 16 $ 570,117 $ 403,693 $ (1,240) $ 973,124 $ 48 $ 973,172 Comprehensive income — — — — 42,704 (405) 42,299 438 42,737 Amortization of share-based awards — — — 2,923 — — 2,923 — 2,923 Restricted share activity, including net share settlement — 3 — (807) — — (804) — (804) Repurchase of stock (2) (8) (10,121) (14,911) — (25,042) (25,042) Issuance of common stock, including net share settlement of stock options — — — 513 — — 513 — 513 Distribution to Noncontrolling interest — — — — — — — — — Other — — — — — — — (57) (57) Balance March 28, 2020 $ 113 $ 418 $ 16 $ 562,625 $ 431,486 $ (1,645) $ 993,013 $ 429 $ 993,442 Comprehensive income — — — — 68,800 (39) 68,761 537 69,298 Amortization of share-based awards — — — 3,754 — — 3,754 — 3,754 Restricted share activity, including net share settlement — — — (1,425) — — (1,425) — (1,425) Issuance of common stock, including net share settlement of stock options — 1 — 405 — — 406 — 406 Repurchase of common stock (2) (1,988) (3,094) (5,084) (5,084) Distribution to Noncontrolling interest — — — — — — — (39) (39) Balance June 27, 2020 $ 113 $ 417 $ 16 $ 563,371 $ 497,192 $ (1,684) $ 1,059,425 $ 927 $ 1,060,352 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Jun. 26, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following is a reconciliation of the numerators and denominators of the basic and diluted per share computations for income from continuing operations. Three Months Ended Nine Months Ended June 26, 2021 June 26, 2021 Income Shares Per Share Income Shares Per Share (in thousands, except per share amounts) Basic EPS: Net income available to common shareholders $ 76,186 53,976 $ 1.41 $ 154,753 53,882 $ 2.87 Effect of dilutive securities: Options to purchase common stock — 840 (0.02) — 679 (0.04) Restricted shares — 842 (0.02) — 675 (0.03) Diluted EPS: Net income available to common shareholders $ 76,186 55,658 $ 1.37 $ 154,753 55,236 $ 2.80 Three Months Ended Nine Months Ended June 27, 2020 June 27, 2020 Income Shares Per Share Income Shares Per Share (in thousands, except per share amounts) Basic EPS: Net income available to common shareholders $ 68,800 53,441 $ 1.29 $ 107,087 54,261 $ 1.97 Effect of dilutive securities: Options to purchase common stock — 278 (0.01) — 339 (0.01) Restricted shares — 449 (0.01) — 384 (0.01) Diluted EPS: Net income available to common shareholders $ 68,800 54,168 $ 1.27 $ 107,087 54,984 $ 1.95 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Jun. 26, 2021 | |
Segment Reporting [Abstract] | |
Financial Information Relating to Company's Business Segments | Three Months Ended Nine Months Ended June 26, 2021 June 27, 2020 June 26, 2021 June 27, 2020 (in thousands) Net sales: Pet segment $ 507,788 $ 461,567 $ 1,436,170 $ 1,233,686 Garden segment 529,287 371,916 $ 1,128,387 785,854 Total net sales $ 1,037,075 $ 833,483 $ 2,564,557 $ 2,019,540 Operating Income Pet segment 71,021 63,606 176,604 135,819 Garden segment 67,037 64,941 137,650 101,219 Corporate (24,817) (23,907) (69,363) (64,228) Total operating income 113,241 104,640 244,891 172,810 Interest expense - net (13,086) (11,471) (44,006) (29,444) Other income (expense) (1,086) (3,541) 370 (4,215) Income tax expense 22,315 20,291 45,260 31,211 Income including noncontrolling interest 76,754 69,337 155,995 107,940 Net income attributable to noncontrolling interest 568 537 1,242 853 Net income attributable to Central Garden & Pet Company $ 76,186 $ 68,800 $ 154,753 $ 107,087 Depreciation and amortization: Pet segment $ 8,960 $ 9,249 $ 26,927 $ 27,491 Garden segment 10,808 2,663 22,250 7,971 Corporate 1,222 1,371 3,582 4,136 Total depreciation and amortization $ 20,990 $ 13,283 $ 52,759 $ 39,598 June 26, 2021 June 27, 2020 September 26, 2020 (in thousands) Assets: Pet segment $ 976,189 $ 894,454 $ 877,901 Garden segment 1,328,664 551,741 481,401 Corporate 818,651 817,774 980,062 Total assets $ 3,123,504 $ 2,263,969 $ 2,339,364 Goodwill (included in corporate assets above): Pet segment $ 277,067 $ 276,966 $ 277,067 Garden segment 12,888 12,888 12,888 Total goodwill $ 289,955 $ 289,854 $ 289,955 The tables below presents the Company's disaggregated revenues by segment: Three Months Ended June 26, 2021 Nine Months Ended June 26, 2021 Pet Segment Garden Segment Total Pet Segment Garden Segment Total (in millions) (in millions) Other pet products $ 277.5 $ — $ 277.5 $ 719.4 $ — $ 719.4 Dog and cat products 131.9 — 131.9 420.6 — 420.6 Other manufacturers' products 98.4 126.0 224.4 296.2 274.9 571.1 Garden controls and fertilizer products — 92.3 92.3 — 253.1 253.1 Other garden supplies — 311.0 311.0 — 600.4 600.4 Total $ 507.8 $ 529.3 $ 1,037.1 $ 1,436.2 $ 1,128.4 $ 2,564.6 Three Months Ended June 27, 2020 Nine Months Ended June 27, 2020 Pet Segment Garden Segment Total Pet Segment Garden Segment Total (in millions) (in millions) Other pet products $ 254.6 $ — $ 254.6 $ 613.9 $ — $ 613.9 Dog and cat products 117.0 — 117.0 358.8 — 358.8 Other manufacturers' products 90.0 90.1 180.1 261.0 182.2 443.2 Garden controls and fertilizer products — 100.3 100.3 — 234.2 234.2 Other garden supplies — 181.5 181.5 — 369.4 369.4 Total $ 461.6 $ 371.9 $ 833.5 $ 1,233.7 $ 785.9 $ 2,019.5 |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) | 9 Months Ended |
Jun. 26, 2021 | |
Revenue Benchmark | Revenue from Rights Concentration Risk | Third Party Providers | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Minor amount of non-product revenue (less than) | 2.00% |
Subsidiary | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Noncontrolling interest owned by the subsidiary | 20.00% |
Basis of Presentation - Cash, C
Basis of Presentation - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 26, 2021 | Sep. 26, 2020 | Jun. 27, 2020 | Sep. 28, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 517,052 | $ 652,712 | $ 495,339 | |
Restricted cash | 11,679 | 13,685 | 13,536 | |
Total cash, cash equivalents and restricted cash | $ 528,731 | $ 666,397 | $ 508,875 | $ 510,701 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 26, 2021 | Sep. 26, 2020 | Jun. 27, 2020 | Dec. 28, 2019 | Sep. 28, 2019 |
Level 3 | |||||
Liabilities: | |||||
Liability for contingent consideration | $ 1,083 | $ 1,369 | $ 1,246 | $ 7,369 | |
Recurring | |||||
Liabilities: | |||||
Liability for contingent consideration | 1,083 | 1,369 | 1,246 | ||
Total liabilities | 1,083 | 1,369 | 1,246 | ||
Recurring | Level 1 | |||||
Liabilities: | |||||
Liability for contingent consideration | 0 | 0 | 0 | ||
Total liabilities | 0 | 0 | 0 | ||
Recurring | Level 2 | |||||
Liabilities: | |||||
Liability for contingent consideration | 0 | 0 | 0 | ||
Total liabilities | 0 | 0 | 0 | ||
Recurring | Level 3 | |||||
Liabilities: | |||||
Liability for contingent consideration | 1,083 | 1,369 | 1,246 | ||
Total liabilities | $ 1,083 | $ 1,369 | $ 1,246 | ||
Segrest, Inc. | Recurring | |||||
Liabilities: | |||||
Liability for contingent consideration | $ 6,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Financial Instruments (Details) - Level 3 - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 1,369 | $ 7,369 |
Estimated contingent performance-based consideration established at the time of acquisition | 0 | 0 |
Changes in the fair value of contingent performance-based payments established at the time of acquisition | (32) | 31 |
Performance-based payments | (254) | (6,154) |
Ending balance | $ 1,083 | $ 1,246 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | Apr. 30, 2021 | Oct. 15, 2020 | Nov. 30, 2020 | Jun. 26, 2021 | Oct. 31, 2020 | Sep. 26, 2020 | Jun. 27, 2020 | Dec. 31, 2017 | Dec. 14, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Carrying value of senior subordinated notes | $ 1,183,677,000 | $ 694,053,000 | $ 694,013,000 | ||||||
Senior notes | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Carrying value of senior subordinated notes | $ 1,183,555,000 | 693,858,000 | 693,793,000 | ||||||
Senior notes | Senior notes, interest at 4.125%, payable semi-annually, principal due April 2031 | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Debt, aggregate principal amount | $ 400,000,000 | ||||||||
Interest rate | 4.125% | 4.125% | |||||||
Estimated fair value of senior notes | $ 405,100,000 | ||||||||
Carrying value of senior subordinated notes | $ 394,100,000 | ||||||||
Debt redemption price percentage | 104.125% | ||||||||
Senior notes | Senior notes, interest at 4.125%, payable semi-annually, principal due October 2030 | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Debt, aggregate principal amount | $ 500,000,000 | $ 500,000,000 | |||||||
Interest rate | 4.125% | 4.125% | 4.125% | ||||||
Estimated fair value of senior notes | $ 511,100,000 | ||||||||
Carrying value of senior subordinated notes | $ 492,600,000 | ||||||||
Debt redemption price percentage | 104.125% | ||||||||
Senior notes | Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028 | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Debt, aggregate principal amount | $ 300,000,000 | $ 300,000,000 | |||||||
Interest rate | 5.125% | 5.125% | 5.125% | ||||||
Estimated fair value of senior notes | $ 318,000,000 | 316,000,000 | 310,900,000 | ||||||
Carrying value of senior subordinated notes | $ 296,900,000 | $ 296,600,000 | $ 296,500,000 | ||||||
Senior notes | 6.125% senior notes due in November 2023 | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Debt, aggregate principal amount | $ 400,000,000 | ||||||||
Interest rate | 6.125% | ||||||||
Debt redemption price percentage | 101.531% |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Narrative (Details) - USD ($) $ in Thousands | Feb. 11, 2021 | Dec. 31, 2020 | Dec. 18, 2020 | Dec. 26, 2020 | Jun. 26, 2021 | Dec. 26, 2020 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | Mar. 27, 2021 |
Business Acquisition [Line Items] | ||||||||||
Amount borrowed to partially finance acquisition | $ 858,000 | $ 200,000 | ||||||||
Net sales | $ 1,037,075 | $ 833,483 | 2,564,557 | 2,019,540 | ||||||
Net income | 568 | $ 537 | 1,242 | 853 | ||||||
Loss on sale of business | 2,611 | $ 0 | ||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Breeders Choice | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash proceeds | $ 2,400 | |||||||||
Disposal group, current and long-term net assets | $ 4,700 | $ 4,700 | ||||||||
Loss on sale of business | $ 2,600 | |||||||||
DoMyOwn | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to acquire business | $ 81,000 | |||||||||
Business acquisition, other assets | $ 79,000 | |||||||||
Hopewell Nursery | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to acquire business | $ 81,000 | |||||||||
Business acquisition, other assets | 14,000 | |||||||||
Green Garden Products | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to acquire business | $ 571,000 | |||||||||
Business acquisition, other assets | $ 451,000 | |||||||||
Amount borrowed to partially finance acquisition | $ 180,000 | |||||||||
Net sales | 57,000 | 112,000 | ||||||||
Net income | $ (3,000) | $ 2,000 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Pro Forma Information (Details) - Green Garden Products - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Business Acquisition [Line Items] | ||||
Net sales | $ 1,037,075 | $ 903,166 | $ 2,618,850 | $ 2,155,753 |
Net income attributable to Central Garden & Pet Company | $ 76,186 | $ 89,780 | $ 178,515 | $ 133,471 |
Diluted net income per share attributable to Central Garden & Pet Company (in dollars per share) | $ 1.37 | $ 1.66 | $ 3.23 | $ 2.43 |
Inventories, net - Summary of I
Inventories, net - Summary of Inventories, Net of Allowance for Obsolescence (Details) - USD ($) $ in Thousands | Jun. 26, 2021 | Sep. 26, 2020 | Jun. 27, 2020 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 199,701 | $ 152,692 | $ 151,412 |
Work in progress | 74,039 | 49,312 | 42,185 |
Finished goods | 338,709 | 218,847 | 218,542 |
Supplies | 14,186 | 18,764 | 13,780 |
Total inventories, net | $ 626,635 | $ 439,615 | $ 425,919 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||
Jun. 26, 2021USD ($) | Jun. 27, 2020USD ($) | Jun. 26, 2021USD ($)segment | Jun. 27, 2020USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Number of reporting units | segment | 2 | |||
Impairment of goodwill | $ | $ 0 | $ 0 | $ 0 | $ 0 |
Other Intangible Assets - Compo
Other Intangible Assets - Components of Gross and Net Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 26, 2021 | Sep. 26, 2020 | Jun. 27, 2020 |
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | $ 264,600 | $ 264,600 | $ 264,600 |
Accumulated Amortization | (109,800) | (99,900) | (96,500) |
Accumulated Impairment | (29,700) | (29,800) | (29,700) |
Net Carrying Value | 125,069 | 134,924 | 138,305 |
Marketing-related intangible assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 91,200 | 91,200 | 91,200 |
Accumulated Amortization | (18,300) | (17,600) | (17,300) |
Accumulated Impairment | (26,000) | (26,000) | (26,000) |
Net Carrying Value | 46,900 | 47,600 | 47,900 |
Other acquired intangible assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 33,100 | 33,100 | 33,000 |
Accumulated Amortization | (19,400) | (18,200) | (17,800) |
Accumulated Impairment | (1,200) | (1,200) | (1,200) |
Net Carrying Value | 12,500 | 13,600 | 14,100 |
Amortizable | Marketing-related intangible assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 20,600 | 20,600 | 20,600 |
Accumulated Amortization | (18,300) | (17,600) | (17,300) |
Accumulated Impairment | 0 | 0 | 0 |
Net Carrying Value | 2,300 | 3,000 | 3,300 |
Amortizable | Customer-related intangible assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 140,300 | 140,300 | 140,300 |
Accumulated Amortization | (72,100) | (64,100) | (61,400) |
Accumulated Impairment | (2,500) | (2,500) | (2,500) |
Net Carrying Value | 65,700 | 73,700 | 76,300 |
Amortizable | Other acquired intangible assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 26,000 | 26,000 | 26,000 |
Accumulated Amortization | (19,400) | (18,200) | (17,800) |
Accumulated Impairment | 0 | 0 | 0 |
Net Carrying Value | 6,600 | 7,800 | 8,200 |
Nonamortizable | Marketing-related intangible assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 70,600 | 70,600 | 70,600 |
Accumulated Amortization | 0 | 0 | 0 |
Accumulated Impairment | (26,000) | (26,000) | (26,000) |
Net Carrying Value | 44,600 | 44,600 | 44,600 |
Nonamortizable | Other acquired intangible assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 7,100 | 7,100 | 7,100 |
Accumulated Amortization | 0 | 0 | 0 |
Accumulated Impairment | (1,200) | (1,200) | (1,200) |
Net Carrying Value | $ 5,900 | $ 5,900 | $ 5,900 |
Other Intangible Assets - Narra
Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated annual amortization expense related to acquired intangible assets 2021 | $ 12 | $ 12 | ||
Estimated annual amortization expense related to acquired intangible assets 2022 | 12 | 12 | ||
Estimated annual amortization expense related to acquired intangible assets 2023 | 12 | 12 | ||
Estimated annual amortization expense related to acquired intangible assets 2024 | 12 | 12 | ||
Estimated annual amortization expense related to acquired intangible assets 2025 | 12 | 12 | ||
Estimated annual amortization expense related to acquired intangible assets thereafter 2025 | 12 | $ 12 | ||
Marketing-related intangible assets | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average remaining lives of acquired intangible assets | 3 years | |||
Customer-related intangible assets | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average remaining lives of acquired intangible assets | 8 years | |||
Other acquired intangible assets | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average remaining lives of acquired intangible assets | 10 years | |||
Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average remaining lives of acquired intangible assets | 3 years | |||
Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average remaining lives of acquired intangible assets | 25 years | |||
Selling, general and administrative expenses | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense for intangibles | $ 3.2 | $ 3.4 | $ 9.9 | $ 10.6 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 9 Months Ended |
Jun. 26, 2021 | |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 14 years |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 26, 2021 | Sep. 26, 2020 | Jun. 27, 2020 |
Operating leases | |||
Operating lease right-of-use assets | $ 149,628 | $ 115,882 | $ 99,111 |
Current lease liabilities | 39,557 | 33,495 | 31,648 |
Non-current lease liabilities | 115,178 | $ 86,516 | 71,458 |
Total operating lease liabilities | 154,800 | 103,100 | |
Finance leases | |||
Finance lease right-of-use assets | 200 | 300 | |
Current lease liabilities | 100 | 100 | |
Non-current lease liabilities | 0 | 100 | |
Total finance lease liabilities | $ 100 | $ 200 | |
Weighted-average remaining lease term (in years): | |||
Operating leases | 6 years 4 months 24 days | 4 years 9 months 18 days | |
Finance leases | 1 year 4 months 24 days | 2 years 2 months 12 days | |
Weighted-average discount rate: | |||
Operating leases | 2.80% | 3.80% | |
Finance leases | 4.80% | 4.80% | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization | us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtCurrent | us-gaap:LongTermDebtCurrent | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term debt | Long-term debt |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow and Other Information Related to Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 32,900 | $ 29,000 |
Amortization of right-of-use assets | 100 | 100 |
Interest on lease liabilities | 0 | 0 |
Total finance lease cost | 100 | 100 |
Short-term lease cost | 3,500 | 2,700 |
Variable lease cost | 8,100 | 5,100 |
Total lease cost | 44,600 | 36,900 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | 29,400 | 26,800 |
Operating cash flows from finance leases | 0 | 0 |
Financing cash flows from finance leases | 100 | 100 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating lease right of use assets | 63,503 | 13,722 |
Finance leases | $ 0 | $ 0 |
Leases - Lease Maturity (Detail
Leases - Lease Maturity (Details) - USD ($) $ in Millions | Jun. 26, 2021 | Jun. 27, 2020 |
Operating Leases | ||
2021 (remaining three months) | $ 11.6 | |
2022 | 41.3 | |
2023 | 29.6 | |
2024 | 22.3 | |
2025 | 18.2 | |
Thereafter | 49.1 | |
Total future undiscounted lease payments | 172.1 | |
Less imputed interest | (17.3) | |
Total reported lease liability | 154.8 | $ 103.1 |
Finance Leases | ||
2021 (remaining three months) | 0 | |
2022 | 0.1 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
Thereafter | 0 | |
Total future undiscounted lease payments | 0.1 | |
Less imputed interest | 0 | |
Total reported lease liability | $ 0.1 | $ 0.2 |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-term Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | ||||||||
Jun. 26, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Oct. 15, 2020 | Sep. 26, 2020 | Jun. 27, 2020 | Dec. 31, 2017 | Dec. 14, 2017 | Nov. 09, 2015 | |
Debt Instrument [Line Items] | |||||||||
Total | $ 1,183,677 | $ 694,053 | $ 694,013 | ||||||
Less current portion | (86) | (97) | (98) | ||||||
Long-term portion | 1,183,591 | 693,956 | 693,915 | ||||||
Senior notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Unamortized debt issuance costs | (16,445) | (6,142) | (6,207) | ||||||
Total | $ 1,183,555 | 693,858 | 693,793 | ||||||
Senior notes | Senior notes, interest at 6.125%, payable semi-annually, principal due November 2023 | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 6.125% | 6.125% | 6.125% | ||||||
Notes | $ 0 | 400,000 | 400,000 | ||||||
Senior notes | Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028 | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 5.125% | 5.125% | 5.125% | ||||||
Notes | $ 300,000 | 300,000 | 300,000 | ||||||
Total | $ 296,900 | 296,600 | 296,500 | ||||||
Senior notes | Senior notes, interest at 4.125%, payable semi-annually, principal due October 2030 | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 4.125% | 4.125% | 4.125% | ||||||
Notes | $ 500,000 | 0 | 0 | ||||||
Total | $ 492,600 | ||||||||
Senior notes | Senior notes, interest at 4.125%, payable semi-annually, principal due April 2031 | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 4.125% | 4.125% | |||||||
Notes | $ 400,000 | 0 | 0 | ||||||
Total | $ 394,100 | ||||||||
Secured debt | Base rate borrowings | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate margin | 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. | |||||||||
Debt Instrument [Line Items] | |||||||||
Total | $ 0 | 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-based borrowings | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate margin | 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 borrowings | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate margin | 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-based borrowings | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate margin | 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 borrowings | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate margin | 0.50% | ||||||||
Other notes payable | |||||||||
Debt Instrument [Line Items] | |||||||||
Total | $ 122 | $ 195 | $ 220 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | Apr. 30, 2021USD ($) | Mar. 27, 2021 | Oct. 15, 2020USD ($) | Sep. 27, 2019USD ($) | Dec. 14, 2017USD ($) | Nov. 09, 2015USD ($) | Nov. 30, 2020USD ($) | Jun. 26, 2021USD ($) | Jun. 27, 2020USD ($) | Oct. 31, 2020USD ($) | Dec. 31, 2017USD ($) | Apr. 22, 2016 |
Components of long-term debt | ||||||||||||
Premium paid on extinguishment of debt | $ 6,124,000 | $ 0 | ||||||||||
Line of credit facility, commitment fee percentage | 0.125% | |||||||||||
Revolving credit facility | LIBOR-based borrowings | ||||||||||||
Components of long-term debt | ||||||||||||
Applicable interest margin rate on the credit facility | 0.00% | |||||||||||
Letter of credit | ||||||||||||
Components of long-term debt | ||||||||||||
Other letters of credit outstanding | $ 1,600,000 | |||||||||||
Standby letters of credit | ||||||||||||
Components of long-term debt | ||||||||||||
Letters of credit outstanding | $ 50,000,000 | |||||||||||
Short-term Debt | ||||||||||||
Components of long-term debt | ||||||||||||
Letters of credit outstanding | 40,000,000 | |||||||||||
Secured debt | Base rate borrowings | ||||||||||||
Components of long-term debt | ||||||||||||
Applicable interest margin rate on the credit facility | 0.00% | |||||||||||
Secured debt | Revolving credit facility | ||||||||||||
Components of long-term debt | ||||||||||||
Credit facility, maximum principal amount | 400,000,000 | |||||||||||
Credit facility, additional borrowings available | $ 200,000,000 | |||||||||||
Credit facility, available capacity | $ 400,000,000 | |||||||||||
Amount borrowed to partially finance acquisition | 0 | |||||||||||
Other letters of credit outstanding | 0 | |||||||||||
Debt issuance costs | $ 1,600,000 | |||||||||||
Debt instrument fixed charge coverage ratio | 1 | |||||||||||
Secured debt | Revolving credit facility | Federal funds rate | ||||||||||||
Components of long-term debt | ||||||||||||
Applicable interest margin rate on the credit facility | 0.50% | |||||||||||
Secured debt | Revolving credit facility | One-month LIBOR | ||||||||||||
Components of long-term debt | ||||||||||||
Applicable interest margin rate on the credit facility | 1.00% | |||||||||||
Secured debt | Revolving credit facility | LIBOR-based borrowings | ||||||||||||
Components of long-term debt | ||||||||||||
Applicable interest margin rate on the credit facility | 1.00% | |||||||||||
Applicable interest rate on the credit facility | 1.10% | |||||||||||
Secured debt | Revolving credit facility | Base rate borrowings | ||||||||||||
Components of long-term debt | ||||||||||||
Applicable interest rate on the credit facility | 3.30% | |||||||||||
Secured debt | Revolving credit facility | Minimum | LIBOR-based borrowings | ||||||||||||
Components of long-term debt | ||||||||||||
Applicable interest margin rate on the credit facility | 1.00% | |||||||||||
Secured debt | Revolving credit facility | Minimum | Base rate borrowings | ||||||||||||
Components of long-term debt | ||||||||||||
Applicable interest margin rate on the credit facility | 0.00% | |||||||||||
Secured debt | Revolving credit facility | Maximum | LIBOR-based borrowings | ||||||||||||
Components of long-term debt | ||||||||||||
Applicable interest margin rate on the credit facility | 1.50% | |||||||||||
Secured debt | Revolving credit facility | Maximum | Base rate borrowings | ||||||||||||
Components of long-term debt | ||||||||||||
Applicable interest margin rate on the credit facility | 0.50% | |||||||||||
Senior notes, interest at 4.125%, payable semi-annually, principal due April 2031 | Senior notes | ||||||||||||
Components of long-term debt | ||||||||||||
Debt, aggregate principal amount | $ 400,000,000 | |||||||||||
Interest rate | 4.125% | 4.125% | ||||||||||
Debt issuance costs | $ 6,000,000 | |||||||||||
Debt option to redeem, percentage | 40.00% | |||||||||||
Debt redemption price percentage | 104.125% | |||||||||||
Senior notes, interest at 4.125%, payable semi-annually, principal due April 2031 | Senior notes | Redemption period one | ||||||||||||
Components of long-term debt | ||||||||||||
Debt redemption price percentage | 102.063% | |||||||||||
Senior notes, interest at 4.125%, payable semi-annually, principal due April 2031 | Senior notes | Redemption period two | ||||||||||||
Components of long-term debt | ||||||||||||
Debt redemption price percentage | 101.375% | |||||||||||
Senior notes, interest at 4.125%, payable semi-annually, principal due April 2031 | Senior notes | Redemption period three | ||||||||||||
Components of long-term debt | ||||||||||||
Debt redemption price percentage | 100.688% | |||||||||||
Senior notes, interest at 4.125%, payable semi-annually, principal due April 2031 | Senior notes | Redemption period four | ||||||||||||
Components of long-term debt | ||||||||||||
Debt redemption price percentage | 100.00% | |||||||||||
Senior notes, interest at 4.125%, payable semi-annually, principal due October 2030 | Upon change of control | ||||||||||||
Components of long-term debt | ||||||||||||
Debt redemption price percentage | 101.00% | |||||||||||
Senior notes, interest at 4.125%, payable semi-annually, principal due October 2030 | Senior notes | ||||||||||||
Components of long-term debt | ||||||||||||
Debt, aggregate principal amount | $ 500,000,000 | $ 500,000,000 | ||||||||||
Interest rate | 4.125% | 4.125% | 4.125% | |||||||||
Debt issuance costs | $ 8,000,000 | |||||||||||
Debt redemption price percentage | 104.125% | |||||||||||
Percentage of purchase price equal | 100.00% | |||||||||||
Redemption percentage | 40.00% | |||||||||||
Senior notes, interest at 4.125%, payable semi-annually, principal due October 2030 | Senior notes | Redemption period one | ||||||||||||
Components of long-term debt | ||||||||||||
Debt redemption price percentage | 102.063% | |||||||||||
Senior notes, interest at 4.125%, payable semi-annually, principal due October 2030 | Senior notes | Redemption period two | ||||||||||||
Components of long-term debt | ||||||||||||
Debt redemption price percentage | 101.375% | |||||||||||
Senior notes, interest at 4.125%, payable semi-annually, principal due October 2030 | Senior notes | Redemption period three | ||||||||||||
Components of long-term debt | ||||||||||||
Debt redemption price percentage | 100.688% | |||||||||||
Senior notes, interest at 4.125%, payable semi-annually, principal due October 2030 | Senior notes | Redemption period four | ||||||||||||
Components of long-term debt | ||||||||||||
Debt redemption price percentage | 100.00% | |||||||||||
Senior notes, interest at 6.125%, payable semi-annually, principal due November 2023 | Senior notes | ||||||||||||
Components of long-term debt | ||||||||||||
Debt, aggregate principal amount | $ 400,000,000 | |||||||||||
Interest rate | 6.125% | 6.125% | 6.125% | |||||||||
Premium paid on extinguishment of debt | $ 6,100,000 | |||||||||||
Interest expense, debt | 1,400,000 | |||||||||||
Write off of deferred debt issuance cost | $ 2,500,000 | |||||||||||
Senior notes, interest at 6.125%, payable semi-annually, principal due November 2023 | Senior notes | Redemption period two | ||||||||||||
Components of long-term debt | ||||||||||||
Debt redemption price percentage | 101.531% | |||||||||||
Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028 | Redemption period two | ||||||||||||
Components of long-term debt | ||||||||||||
Debt redemption price percentage | 102.563% | |||||||||||
Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028 | Redemption period three | ||||||||||||
Components of long-term debt | ||||||||||||
Debt redemption price percentage | 101.708% | |||||||||||
Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028 | Redemption period four | ||||||||||||
Components of long-term debt | ||||||||||||
Debt redemption price percentage | 100.854% | |||||||||||
Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028 | Redemption period five | ||||||||||||
Components of long-term debt | ||||||||||||
Debt redemption price percentage | 100.00% | |||||||||||
Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028 | Senior notes | ||||||||||||
Components of long-term debt | ||||||||||||
Debt, aggregate principal amount | $ 300,000,000 | $ 300,000,000 | ||||||||||
Interest rate | 5.125% | 5.125% | 5.125% | |||||||||
Debt issuance cost | $ 4,800,000 |
Supplemental Equity Informati_3
Supplemental Equity Information - Summary of Changes in Carrying Amounts of Equity Attributable to Controlling Interest and Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Jun. 26, 2021 | Mar. 27, 2021 | Dec. 26, 2020 | Jun. 27, 2020 | Mar. 28, 2020 | Dec. 28, 2019 | Jun. 26, 2021 | Jun. 27, 2020 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | $ 1,161,579 | $ 1,087,013 | $ 1,077,674 | $ 993,442 | $ 973,172 | $ 996,177 | $ 1,077,674 | $ 996,177 |
Comprehensive income | 77,076 | 72,478 | 6,019 | 69,298 | 42,737 | (4,103) | 155,573 | 107,932 |
Amortization of share-based awards | 4,526 | 4,106 | 3,225 | 3,754 | 2,923 | 2,804 | ||
Restricted share activity, including net share settlement | (1,132) | (658) | (361) | (1,425) | (804) | (318) | ||
Repurchase of common stock | (5,084) | (25,042) | (22,128) | |||||
Issuance of common stock, including net share settlement of stock options | (105) | (1,306) | 934 | 406 | 513 | 740 | ||
Distribution to Noncontrolling interest | (54) | (478) | (39) | |||||
Other | 1 | (57) | ||||||
Ending balance | 1,241,945 | 1,161,579 | 1,087,013 | 1,060,352 | 993,442 | 973,172 | 1,241,945 | 1,060,352 |
Total | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | 1,160,566 | 1,086,591 | 1,076,803 | 993,013 | 973,124 | 996,007 | 1,076,803 | 996,007 |
Comprehensive income | 76,508 | 71,833 | 5,990 | 68,761 | 42,299 | (3,981) | ||
Amortization of share-based awards | 4,526 | 4,106 | 3,225 | 3,754 | 2,923 | 2,804 | ||
Restricted share activity, including net share settlement | (1,132) | (658) | (361) | (1,425) | (804) | (318) | ||
Repurchase of common stock | (5,084) | (25,042) | (22,128) | |||||
Issuance of common stock, including net share settlement of stock options | (105) | (1,306) | 934 | 406 | 513 | 740 | ||
Ending balance | 1,240,363 | 1,160,566 | 1,086,591 | 1,059,425 | 993,013 | 973,124 | 1,240,363 | 1,059,425 |
Additional Paid In Capital | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | 572,815 | 570,678 | 566,883 | 562,625 | 570,117 | 575,380 | 566,883 | 575,380 |
Amortization of share-based awards | 4,526 | 4,106 | 3,225 | 3,754 | 2,923 | 2,804 | ||
Restricted share activity, including net share settlement | (1,132) | (661) | (364) | (1,425) | (807) | (318) | ||
Repurchase of common stock | (1,988) | (10,121) | (8,488) | |||||
Issuance of common stock, including net share settlement of stock options | (105) | (1,308) | 934 | 405 | 513 | 739 | ||
Ending balance | 576,104 | 572,815 | 570,678 | 563,371 | 562,625 | 570,117 | 576,104 | 563,371 |
Retained Earnings | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | 589,348 | 516,394 | 510,781 | 431,486 | 403,693 | 421,742 | 510,781 | 421,742 |
Comprehensive income | 76,186 | 72,954 | 5,613 | 68,800 | 42,704 | (4,417) | ||
Repurchase of common stock | (3,094) | (14,911) | (13,632) | |||||
Ending balance | 665,534 | 589,348 | 516,394 | 497,192 | 431,486 | 403,693 | 665,534 | 497,192 |
Accumulated Other Comprehensive Income (Loss) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | (2,153) | (1,032) | (1,409) | (1,645) | (1,240) | (1,676) | (1,409) | (1,676) |
Comprehensive income | 322 | (1,121) | 377 | (39) | (405) | 436 | ||
Ending balance | (1,831) | (2,153) | (1,032) | (1,684) | (1,645) | (1,240) | (1,831) | (1,684) |
Noncontrolling Interest | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | 1,013 | 422 | 871 | 429 | 48 | 170 | 871 | 170 |
Comprehensive income | 568 | 645 | 29 | 537 | 438 | (122) | ||
Distribution to Noncontrolling interest | (54) | (478) | (39) | |||||
Other | 1 | (57) | ||||||
Ending balance | 1,582 | 1,013 | 422 | 927 | 429 | 48 | 1,582 | 927 |
Common Stock | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | 113 | 113 | 113 | 113 | 115 | 115 | 113 | 115 |
Repurchase of common stock | (2) | |||||||
Ending balance | 113 | 113 | 113 | 113 | 113 | 115 | 113 | 113 |
Class A Common Stock | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | 427 | 422 | 419 | 418 | 423 | 430 | 419 | 430 |
Restricted share activity, including net share settlement | 3 | 3 | 3 | |||||
Repurchase of common stock | (2) | (8) | (8) | |||||
Issuance of common stock, including net share settlement of stock options | 2 | 1 | 1 | |||||
Ending balance | 427 | 427 | 422 | 417 | 418 | 423 | 427 | 417 |
Class B Stock | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | 16 | 16 | 16 | 16 | 16 | 16 | 16 | 16 |
Ending balance | $ 16 | $ 16 | $ 16 | $ 16 | $ 16 | $ 16 | $ 16 | $ 16 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Share-based compensation expense | $ 17 | $ 14 |
Tax benefit associated with share-based compensation expense | $ 4 | $ 3.4 |
Earnings Per Share - Earnings P
Earnings Per Share - Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Basic EPS: | ||||
Net income available to common shareholders basic | $ 76,186 | $ 68,800 | $ 154,753 | $ 107,087 |
Weighted average shares, basic (in shares) | 53,976 | 53,441 | 53,882 | 54,261 |
Earnings per share, basic (in dollars per share) | $ 1.41 | $ 1.29 | $ 2.87 | $ 1.97 |
Diluted EPS: | ||||
Net income available to common shareholders diluted | $ 76,186 | $ 68,800 | $ 154,753 | $ 107,087 |
Net income available to common shareholders, diluted (in shares) | 55,658 | 54,168 | 55,236 | 54,984 |
Net income available to common shareholders, diluted (in dollars per share) | $ 1.37 | $ 1.27 | $ 2.80 | $ 1.95 |
Options to purchase common stock | ||||
Effect of dilutive securities: | ||||
Options to purchase common stock and restricted shares | $ 0 | $ 0 | $ 0 | $ 0 |
Options to purchase common stock and restricted shares (in shares) | 840 | 278 | 679 | 339 |
Options to purchase common stock (in dollars per share) | $ (0.02) | $ (0.01) | $ (0.04) | $ (0.01) |
Restricted shares | ||||
Effect of dilutive securities: | ||||
Options to purchase common stock and restricted shares | $ 0 | $ 0 | $ 0 | $ 0 |
Restricted shares (in shares) | 842 | 449 | 675 | 384 |
Restricted shares (in dollars per share) | $ (0.02) | $ (0.01) | $ (0.03) | $ (0.01) |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - $ / shares shares in Millions | 3 Months Ended | 9 Months Ended | |
Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of options to purchase common stock outstanding (in shares) | 3.1 | 2.6 | 3.1 |
Equity option | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0.5 | ||
Restricted stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0.2 | 1 | |
Minimum | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Options to purchase common stock (in dollars per share) | $ 10.63 | $ 13.82 | $ 10.63 |
Maximum | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Options to purchase common stock (in dollars per share) | $ 38.10 | $ 51.37 | $ 38.10 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 9 Months Ended |
Jun. 26, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segment Information - Financial
Segment Information - Financial Information Relating to Company's Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | Sep. 26, 2020 | |
Net sales: | |||||
Net sales | $ 1,037,075 | $ 833,483 | $ 2,564,557 | $ 2,019,540 | |
Operating Income | |||||
Total operating income | 113,241 | 104,640 | 244,891 | 172,810 | |
Interest expense - net | (13,086) | (11,471) | (44,006) | (29,444) | |
Other income (expense) | (1,086) | (3,541) | 370 | (4,215) | |
Income tax expense | 22,315 | 20,291 | 45,260 | 31,211 | |
Income including noncontrolling interest | 76,754 | 69,337 | 155,995 | 107,940 | |
Net income attributable to noncontrolling interest | 568 | 537 | 1,242 | 853 | |
Net income attributable to Central Garden & Pet Company | 76,186 | 68,800 | 154,753 | 107,087 | |
Depreciation and amortization: | |||||
Depreciation and amortization | 20,990 | 13,283 | 52,759 | 39,598 | |
Assets: | |||||
Assets | 3,123,504 | 2,263,969 | 3,123,504 | 2,263,969 | $ 2,339,364 |
Goodwill (included in corporate assets above): | |||||
Goodwill | 289,955 | 289,854 | 289,955 | 289,854 | 289,955 |
Pet Segment | |||||
Net sales: | |||||
Net sales | 507,788 | 461,567 | 1,436,170 | 1,233,686 | |
Garden Segment | |||||
Net sales: | |||||
Net sales | 529,287 | 371,916 | 1,128,387 | 785,854 | |
Operating segments | Pet Segment | |||||
Operating Income | |||||
Total operating income | 71,021 | 63,606 | 176,604 | 135,819 | |
Depreciation and amortization: | |||||
Depreciation and amortization | 8,960 | 9,249 | 26,927 | 27,491 | |
Assets: | |||||
Assets | 976,189 | 894,454 | 976,189 | 894,454 | 877,901 |
Goodwill (included in corporate assets above): | |||||
Goodwill | 277,067 | 276,966 | 277,067 | 276,966 | 277,067 |
Operating segments | Garden Segment | |||||
Operating Income | |||||
Total operating income | 67,037 | 64,941 | 137,650 | 101,219 | |
Depreciation and amortization: | |||||
Depreciation and amortization | 10,808 | 2,663 | 22,250 | 7,971 | |
Assets: | |||||
Assets | 1,328,664 | 551,741 | 1,328,664 | 551,741 | 481,401 |
Goodwill (included in corporate assets above): | |||||
Goodwill | 12,888 | 12,888 | 12,888 | 12,888 | 12,888 |
Corporate | |||||
Operating Income | |||||
Total operating income | (24,817) | (23,907) | (69,363) | (64,228) | |
Depreciation and amortization: | |||||
Depreciation and amortization | 1,222 | 1,371 | 3,582 | 4,136 | |
Assets: | |||||
Assets | $ 818,651 | $ 817,774 | $ 818,651 | $ 817,774 | $ 980,062 |
Segment Information - Disaggreg
Segment Information - Disaggregated Revenues by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 1,037,075 | $ 833,483 | $ 2,564,557 | $ 2,019,540 |
Pet Segment | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 507,788 | 461,567 | 1,436,170 | 1,233,686 |
Garden Segment | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 529,287 | 371,916 | 1,128,387 | 785,854 |
Other pet products | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 277,500 | 254,600 | 719,400 | 613,900 |
Other pet products | Pet Segment | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 277,500 | 254,600 | 719,400 | 613,900 |
Other pet products | Garden Segment | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Dog and cat products | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 131,900 | 117,000 | 420,600 | 358,800 |
Dog and cat products | Pet Segment | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 131,900 | 117,000 | 420,600 | 358,800 |
Dog and cat products | Garden Segment | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Other manufacturers' products | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 224,400 | 180,100 | 571,100 | 443,200 |
Other manufacturers' products | Pet Segment | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 98,400 | 90,000 | 296,200 | 261,000 |
Other manufacturers' products | Garden Segment | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 126,000 | 90,100 | 274,900 | 182,200 |
Garden controls and fertilizer products | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 92,300 | 100,300 | 253,100 | 234,200 |
Garden controls and fertilizer products | Pet Segment | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Garden controls and fertilizer products | Garden Segment | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 92,300 | 100,300 | 253,100 | 234,200 |
Other garden supplies | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 311,000 | 181,500 | 600,400 | 369,400 |
Other garden supplies | Pet Segment | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Other garden supplies | Garden Segment | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 311,000 | $ 181,500 | $ 600,400 | $ 369,400 |
Contingencies Contingencies (De
Contingencies Contingencies (Details) $ in Millions | Jun. 27, 2018USD ($)claim | Jun. 27, 2020USD ($) | Apr. 30, 2020USD ($) | Nov. 26, 2019USD ($) |
Loss Contingencies [Line Items] | ||||
Number of claims | claim | 3 | |||
Damages awarded | $ 12.6 | $ 12.4 | ||
Pet Segment | Athens, Texas | Loss from fire | ||||
Loss Contingencies [Line Items] | ||||
Inventory and property related losses | $ 10 | |||
Minimum | Pet Segment | Athens, Texas | Loss from fire | ||||
Loss Contingencies [Line Items] | ||||
Inventory and property related losses | $ 35 | |||
Maximum | Pet Segment | Athens, Texas | Loss from fire | ||||
Loss Contingencies [Line Items] | ||||
Inventory and property related losses | $ 40 |
Subsequent Events (Details)
Subsequent Events (Details) - D&D Commodities Limited - Subsequent event $ in Millions | Jun. 30, 2021USD ($) |
Subsequent Event [Line Items] | |
Payments to acquire business | $ 88 |
Long-term debt assumed | $ 30 |