Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 25, 2016 | Jul. 26, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 25, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | CENT | |
Entity Registrant Name | CENTRAL GARDEN & PET CO | |
Entity Central Index Key | 887,733 | |
Current Fiscal Year End Date | --09-24 | |
Entity Filer Category | Accelerated Filer | |
Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 11,998,472 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 37,230,889 | |
Class B Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,652,262 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 25, 2016 | Sep. 26, 2015 | Jun. 27, 2015 |
Current assets: | |||
Cash and cash equivalents | $ 40,000 | $ 47,584 | $ 43,841 |
Restricted cash | 12,029 | 13,157 | 12,590 |
Accounts receivable (less allowance for doubtful accounts of $25,429, $18,573 and $19,296) | 241,954 | 207,402 | 223,149 |
Inventories | 361,813 | 335,946 | 340,233 |
Prepaid expenses and other | 45,075 | 49,731 | 54,558 |
Total current assets | 700,871 | 653,820 | 674,371 |
Land, buildings, improvements and equipment—net | 159,430 | 162,809 | 162,969 |
Goodwill | 233,011 | 209,089 | 209,089 |
Other intangible assets—net | 95,070 | 75,460 | 83,841 |
Other assets | 28,525 | 30,419 | 25,467 |
Total | 1,216,907 | 1,131,597 | 1,155,737 |
Current liabilities: | |||
Accounts payable | 96,906 | 88,889 | 90,423 |
Accrued expenses | 102,953 | 87,724 | 110,070 |
Current portion of long-term debt | 530 | 291 | 290 |
Total current liabilities | 200,389 | 176,904 | 200,783 |
Long-term debt | 394,603 | 396,691 | 396,395 |
Other long-term obligations | 63,975 | 51,622 | 47,147 |
Equity: | |||
Additional paid-in capital | 390,270 | 388,636 | 388,762 |
Accumulated earnings | 166,112 | 115,987 | 120,356 |
Accumulated other comprehensive income (loss) | (805) | 164 | 679 |
Total Central Garden & Pet Company shareholders’ equity | 556,084 | 505,286 | 510,292 |
Noncontrolling interest | 1,856 | 1,094 | 1,120 |
Total equity | 557,940 | 506,380 | 511,412 |
Total | 1,216,907 | 1,131,597 | 1,155,737 |
Common Stock | |||
Equity: | |||
Common stock | 120 | 119 | 119 |
Total equity | 120 | 119 | 119 |
Class A Common Stock | |||
Equity: | |||
Common stock | 371 | 364 | 360 |
Total equity | 371 | 364 | 360 |
Class B Stock | |||
Equity: | |||
Common stock | 16 | 16 | 16 |
Total equity | $ 16 | $ 16 | $ 16 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 25, 2016 | Sep. 26, 2015 | Jun. 27, 2015 |
Accounts receivable allowance for doubtful accounts | $ 25,429 | $ 19,296 | $ 18,573 |
Common Stock | |||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares outstanding | 11,998,472 | 11,908,317 | 11,908,317 |
Class A Common Stock | |||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares outstanding | 37,197,569 | 36,462,299 | 35,970,174 |
Class B Stock | |||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares outstanding | 1,652,262 | 1,652,262 | 1,652,262 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | |
Income Statement [Abstract] | ||||
Net sales | $ 514,544 | $ 459,446 | $ 1,415,605 | $ 1,264,368 |
Cost of goods sold and occupancy | 350,799 | 317,409 | 982,735 | 884,288 |
Gross profit | 163,745 | 142,037 | 432,870 | 380,080 |
Selling, general and administrative expenses | 115,560 | 103,044 | 316,509 | 289,978 |
Income (loss) from operations | 48,185 | 38,993 | 116,361 | 90,102 |
Interest expense | (6,964) | (8,978) | (36,205) | (31,357) |
Interest income | 43 | 7 | 74 | 96 |
Other income (expense) | 318 | 585 | (243) | 96 |
Income before income taxes and noncontrolling interest | 41,582 | 30,607 | 79,987 | 58,937 |
Income tax expense | 14,916 | 11,484 | 28,509 | 21,527 |
Income including noncontrolling interest | 26,666 | 19,123 | 51,478 | 37,410 |
Net income attributable to noncontrolling interest | 636 | 323 | 1,353 | 1,070 |
Net income attributable to Central Garden & Pet Company | $ 26,030 | $ 18,800 | $ 50,125 | $ 36,340 |
Net income per share attributable to Central Garden & Pet Company: | ||||
Basic (in dollars per share) | $ 0.53 | $ 0.39 | $ 1.03 | $ 0.75 |
Diluted (in dollars per share) | $ 0.51 | $ 0.38 | $ 0.99 | $ 0.73 |
Weighted average shares used in the computation of net income per share: | ||||
Basic (in shares) | 49,120 | 48,167 | 48,801 | 48,642 |
Diluted (in shares) | 51,063 | 49,290 | 50,743 | 49,496 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 26,666 | $ 19,123 | $ 51,478 | $ 37,410 |
Other comprehensive income (loss): | ||||
Unrealized loss on securities | 0 | 0 | 0 | (10) |
Reclassification of realized loss on securities included in net income | 0 | 0 | 0 | 20 |
Foreign currency translation | (277) | 615 | (969) | (563) |
Total comprehensive income | 26,389 | 19,738 | 50,509 | 36,857 |
Comprehensive income attributable to noncontrolling interest | 636 | 323 | 1,353 | 1,070 |
Comprehensive income attributable to Central Garden & Pet Company | $ 25,753 | $ 19,415 | $ 49,156 | $ 35,787 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 25, 2016 | Jun. 27, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 51,478 | $ 37,410 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 29,286 | 25,076 |
Amortization of deferred financing costs | 1,164 | 2,005 |
Stock-based compensation | 6,069 | 5,970 |
Excess tax benefits from stock-based awards | (4,726) | (685) |
Deferred income taxes | 12,305 | 6,416 |
Write-off of deferred financing costs | 3,337 | 537 |
Loss on sale of property and equipment | 788 | 662 |
Gain on sale of manufacturing plant | (2,544) | 0 |
Other | 190 | (51) |
Change in assets and liabilities (excluding businesses acquired): | ||
Accounts receivable | (13,236) | (29,468) |
Inventories | (5,928) | (13,791) |
Prepaid expenses and other assets | 6,493 | (4,824) |
Accounts payable | (8,027) | 1,694 |
Accrued expenses | 14,812 | 25,733 |
Other long-term obligations | (1,878) | (87) |
Net cash provided by operating activities | 89,583 | 56,597 |
Cash flows from investing activities: | ||
Additions to property and equipment | (19,486) | (18,160) |
Payments to acquire companies, net of cash acquired | (68,901) | (16,000) |
Proceeds from the sale of facility | 3,899 | |
Change in restricted cash | 1,129 | 1,693 |
Proceeds from short-term investments | 0 | 9,997 |
Investment in short-term investments | 0 | (17) |
Other investing activities | (550) | (489) |
Net cash used in investing activities | (83,909) | (22,976) |
Cash flows from financing activities: | ||
Repayments of long-term debt | (400,230) | (50,216) |
Proceeds from issuance of long-term debt | 400,000 | 0 |
Borrowings under revolving line of credit | 419,000 | 312,000 |
Repayments under revolving line of credit | (419,000) | (312,000) |
Proceeds from issuance of common stock | 280 | 2,148 |
Repurchase of common stock, including shares surrendered for tax withholding | (9,429) | (19,021) |
Distribution to noncontrolling interest | (592) | (1,680) |
Payment of financing costs | (7,560) | 0 |
Excess tax benefits from stock-based awards | 4,726 | 685 |
Net cash used in financing activities | (12,805) | (68,084) |
Effect of exchange rate changes on cash and cash equivalents | (453) | (372) |
Net decrease in cash and cash equivalents | (7,584) | (34,835) |
Cash and equivalents at beginning of period | 47,584 | 78,676 |
Cash and equivalents at end of period | 40,000 | 43,841 |
Supplemental information: | ||
Cash paid for interest | $ 32,440 | $ 22,470 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Jun. 25, 2016 | |
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 25, 2016 and June 27, 2015 , the condensed consolidated statements of operations for the three and nine months ended June 25, 2016 and June 27, 2015 , the condensed consolidated statements of comprehensive income for the three and nine months ended June 25, 2016 and June 27, 2015 and the condensed consolidated statements of cash flows for the nine months ended June 25, 2016 and June 27, 2015 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 business in the UK, 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. See Note 8, Supplemental Equity Information, for further detail. Due to the seasonal nature of the Company’s garden business, the results of operations for the three and nine months ended June 25, 2016 are not 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 2015 Annual Report on Form 10-K, which has previously been filed with the Securities and Exchange Commission. The September 26, 2015 balance sheet presented herein was derived from the audited financial statements. 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 8, Supplemental Equity Information, for additional information. Derivative Instruments The Company principally uses a combination of purchase orders and various short and long-term supply arrangements in connection with the purchase of raw materials, including certain commodities. The Company may also enter into commodity futures, options and swap contracts to reduce the volatility of price fluctuations of corn, which impacts the cost of raw materials. The Company’s primary objective when entering into these derivative contracts is to achieve greater certainty with regard to the future price of commodities purchased for use in its supply chain. These derivative contracts are entered into for periods consistent with the related underlying exposures and do not constitute positions independent of those exposures. The Company does not enter into derivative contracts for speculative purposes and does not use leveraged instruments. The Company does not perform the assessments required to achieve hedge accounting for commodity derivative positions. Accordingly, the changes in the values of these derivatives are recorded currently in other income (expense) in its condensed consolidated statements of operations. As of June 25, 2016 and June 27, 2015 , the Company had no outstanding derivative instruments. Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted Discontinued Operations In April 2014, the FASB issued Accounting Standards Update No. 2014-08 (ASU 2014-08), Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity . ASU 2014-08 provides amended guidance for reporting discontinued operations and disclosures of disposals of components. The amended guidance raises the threshold for disposals to qualify as discontinued operations and permits significant continuing involvement and continuing cash flows with the discontinued operation. In addition, the amended guidance requires additional disclosures for discontinued operations and new disclosures for individually material disposal transactions that do not meet the definition of a discontinued operation. The amended guidance became effective for annual periods and interim periods beginning September 27, 2015. The adoption of the applicable sections of this ASC will have an impact on the presentation of any future discontinued operations the Company may have. Debt Issuance Costs In April 2015, the FASB issued ASU No. 2015-03 (ASU 2015-03 ), Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This standard amends the existing guidance to require that debt issuance costs be presented in the balance sheet as a deduction from the carrying amount of the related debt liability instead of as a deferred charge. In August 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-15, Interest – Imputation of Interest (Subtopic 835-30). This ASU provides additional guidance on ASU 2015-03 with respect to line of credit arrangements, whereby specify debt issuance costs as part of line-of-credit arrangements may continue to be deferred and presented as an asset on the balance sheet. Recognition and measurement guidance for debt issuance costs are not affected. The Company adopted the guidance in ASU’s 2015-03 and 2015-15 as of September 27, 2015. See “Change in Accounting Principle” below. Business Combinations In September 2015, the FASB issued ASU No. 2015-16 (ASU 2015-16), Simplifying the Accounting for Measurement-Period Adjustments . ASU 2015-16 requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period after an acquisition within the reporting period they are determined. This is a change from the previous requirement that the adjustments be recorded retrospectively. The ASU also requires disclosure of the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of the adjustment to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. ASU 2015-16 is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2015; early adoption is permitted. The Company has early adopted the guidance prospectively as of September 27, 2015. The adoption of this standard will impact the Company’s presentation of measurement period adjustments for any future business combinations. Accounting Standards Not Yet Adopted Revenue Recognition In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers . This update was issued as Accounting Standards Codification Topic 606. The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. On July 9, 2015, the FASB deferred the effective date of ASU 2014-09 for one year. ASU 2014-09 is now effective for the Company in the first quarter of its fiscal year ending September 28, 2019. In March 2016, the FASB issued ASU 2016-08 (ASU 2016-08), Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) . ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10 (ASU 2016-10), Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing . ASU 2016-10 clarifies the implementation guidance on identifying performance obligations. These ASUs apply to all companies that enter into contracts with customers to transfer goods or services. In May 2016, the FASB issued ASU No. 2016-12 (ASU 2016-12), Revenue from Contracts with Customers (Topic 606) - Narrow-Scope Improvements and Practical Expedients . ASU 2016-12 is intended to clarify two aspects of Topic 606: first, assessing the collectability criterion, options for the presentation of sales and similar taxes, noncash consideration, transition contract modifications, transition contract completion and secondly, technical corrections. Early adoption is permitted, but not before interim and annual reporting periods beginning after December 15, 2016. The guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements. Leases In February 2016, the FASB issued ASU 2016-02 (ASU 2016-02), Leases (Topic 842) . ASU 2016-02 requires companies to generally recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use assets. ASU 2016-02 is effective for the Company in our first quarter of fiscal 2020 on a modified retrospective basis and earlier adoption is permitted. The Company is currently evaluating the impact of its pending adoption of ASU 2016-02 on its consolidated financial statements, and it currently expects that most of its operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon the adoption of ASU 2016-02 . Stock Based Compensation In June 2014, the FASB issued ASU No. 2014-12 (ASU 2014-12), Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period should be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. ASU 2014-12 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, or the Company’s first quarter of fiscal 2017. Earlier adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09 (ASU 2016-09), Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . ASU 2016-09 simplifies the accounting for share-based payment award transactions including: income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2016, or the Company's first quarter of fiscal 2018. Early adoption is permitted. The Company is currently evaluating the requirements of ASU 2016-09 and has not yet determined the impact on its consolidated financial statements. Consolidation In February 2015, the FASB issued ASU 2015-02 (ASU 2015-02), Amendments to the Consolidation Analysis to ASC Topic 810, Consolidation . ASU 2015-02 modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership and affects the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. ASU 2015-02 is effective for fiscal years that begin after December 15, 2015, or the Company’s first quarter of fiscal 2017. The Company is currently evaluating the impact the adoption of ASU 2015-02 will have on its consolidated financial statements. Cloud Computing Costs In April 2015, the FASB issued ASU No. 2015-05 (ASU 2015-05), Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement . This standard clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license of internal-use software under ASC 350-40. ASU 2015-05 is effective for public entities for annual and interim periods therein beginning after December 15, 2015, or the Company’s first quarter of fiscal 2017. Early adoption is permitted. Entities may adopt the guidance either retrospectively or prospectively to arrangements entered into, or materially modified after the effective date. The Company is currently evaluating the impact the adoption of ASU 2015-05 will have on its consolidated financial statements. Inventory Measurement In July 2015, the FASB issued ASU 2015-11 (ASU 2015-11), Simplifying the Measurement of Inventory . Under ASU 2015-11, inventory will be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. The standard defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016, or the Company’s first quarter of fiscal 2018. Early application is permitted and should be applied prospectively. The Company is currently evaluating the impact the adoption of ASU 2015-11 will have on its consolidated financial statements. Balance Sheet Classification of Deferred Taxes . In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes . This ASU eliminates the current requirement for entities to present deferred tax liabilities and assets as current and noncurrent in a classified statement of financial position and instead requires that deferred income tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2016, or the Company's first quarter of fiscal 2018, and interim periods within those annual periods. Earlier application is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact the adoption of ASU 2015-17 will have on its consolidated financial statements. Change in Accounting Principle Prior to its early adoption of ASU 2015-03, the Company recorded issuance costs associated with its long-term debt as a long-term asset on its consolidated balance sheet. The guidance in ASU 2015-03 requires the Company to present debt issuance costs in the consolidated balance sheet as a direct deduction from the carrying amount of the related debt liability. Changes in accounting principles are to be reported through retrospective application of the new principle to all prior financial statement periods presented. Accordingly, the condensed consolidated balance sheets have been adjusted to reflect the effects of reclassifying debt issuance costs from long-term assets to a direct deduction from the carrying amount of the related debt liability as follows. Financial Statement Line Item Previously Reported Reclassifications As Adjusted Other assets $ 33,576 $ (3,157 ) $ 30,419 Total assets 1,134,754 (3,157 ) 1,131,597 Long term debt 399,848 (3,157 ) 396,691 Total liabilities and equity 1,134,754 (3,157 ) 1,131,597 Financial Statement Line Item Previously Reported Reclassifications As Adjusted Other assets $ 28,951 $ (3,484 ) $ 25,467 Total assets 1,159,221 (3,484 ) 1,155,737 Long term debt 399,879 (3,484 ) 396,395 Total liabilities and equity 1,159,221 (3,484 ) 1,155,737 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Jun. 25, 2016 | |
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 25, 2016 (in thousands): Level 1 Level 2 Level 3 Total Liabilities: Liability for contingent consideration (a) $ 0 $ 0 $ 6,355 $ 6,355 Total liabilities $ 0 $ 0 $ 6,355 $ 6,355 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, 2015 (in thousands): Level 1 Level 2 Level 3 Total Liabilities: Liability for contingent consideration (a) $ 0 $ 0 $ 4,343 $ 4,343 Total liabilities $ 0 $ 0 $ 4,343 $ 4,343 The following table presents our financial assets and liabilities at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of September 26, 2015 : Level 1 Level 2 Level 3 Total Liabilities: Liability for contingent consideration (a) $ 0 $ 0 $ 3,625 $ 3,625 Total liabilities $ 0 $ 0 $ 3,625 $ 3,625 (a) The liability for contingent consideration relates to an earn-out for B2E, acquired in December 2012 and future performance-based contingent payments for Hydro-Organics Wholesale, Inc., acquired in October 2015. 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 our condensed consolidated balance sheets. The following table provides a summary of the changes in fair value of our Level 3 financial instruments for the periods ended June 25, 2016 and June 27, 2015 (in thousands): Amount Balance as of September 26, 2015 $ 3,625 Estimated contingent performance-based consideration established at the time of acquisition 2,590 Changes in the fair value of contingent performance-based payments established at the time of acquisition 140 Balance as of June 25, 2016 $ 6,355 Amount Balance as of September 27, 2014 $ 4,414 Changes in the fair value of contingent performance-based payments established at the time of acquisition (71 ) Balance as of June 27, 2015 $ 4,343 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 25, 2016 and June 27, 2015 , the Company was not required to measure any significant non-financial assets and liabilities at fair value. Fair Value of Other Financial Instruments In November 2015, the Company issued $400 million aggregate principal amount of 6.125% senior notes due November 2023 (the “2023 Notes”). The estimated fair value of the Company’s 2023 Notes as of June 25, 2016 was $417.0 million , compared to a carrying value of $394.2 million . In January 2015, the Company called $50 million aggregate principal amount of the Company’s senior subordinated notes due 2018 (the “2018 Notes”) for redemption on March 1, 2015 at a price of 102.063% . In December 2015 , the Company redeemed the remaining $400 million aggregate principal amount of the 2018 Notes at a price of 102.063% . The estimated fair value of the Company’s $400 million principal amount of 2018 Notes as of June 27, 2015 was $406.0 million , compared to a carrying value of $396.2 million . The estimated fair value of the Company’s $400 million aggregate principal amount of 2018 Notes as of September 26, 2015 was $410.5 million , compared to a carrying value of $396.5 million . The estimated fair value is based on quoted market prices for these notes, which are Level 1 inputs within the fair value hierarchy. |
Acquisitions
Acquisitions | 9 Months Ended |
Jun. 25, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions IMS Trading Corp On July 31, 2015, the Company purchased substantially all of the assets of IMS Trading Corp. for approximately $23 million . IMS Trading Corp was a manufacturer, importer and distributor of rawhide, natural dog treats and pet products throughout the United States and internationally. The purchase price exceeded the fair value of the net tangible and intangible assets acquired by approximately $1.4 million , which is included in goodwill in our consolidated balance sheet as of June 25, 2016 . Financial results for IMS Trading Corp. have been included in the results of operations within the Pet segment since the date of acquisition. This acquisition is expected to complement the Company's existing dog and cat business. During the second fiscal quarter of 2016, the Company finalized the allocation of the purchase price to the fair value of the tangible and intangible assets acquired. The following table summarizes the preliminary recording of the fair values of the assets acquired and liabilities assumed as of the acquisition date and subsequent adjustments: In thousands Amounts Previously Recognized as of Acquisition Date (1) Measurement Period Adjustments Amounts Recognized as of Acquisition Date (as Adjusted) Current assets, net of cash and cash equivalents acquired $ 20,458 $ 315 $ 20,773 Fixed assets 1,670 — 1,670 Goodwill — 1,365 1,365 Other assets 5,356 (5,356 ) — Other intangible assets, net — 4,510 4,510 Current liabilities (5,100 ) — (5,100 ) Net assets acquired, less cash and cash equivalents $ 22,384 $ 834 $ 23,218 (1) As previously reported in our Form 10-K for the period ended September 26, 2015 and our Form 10-Q for the period ended December 26, 2015. Hydro-Organics Wholesale Inc. On September 30, 2015, the Company purchased Hydro-Organics Wholesale, Inc., an organic fertilizer business, for approximately $7.8 million cash and approximately $2.6 million of estimated contingent future performance-based payments. During the second fiscal quarter of 2016, the Company finalized the allocation of the purchase price to the fair value of the net tangible and intangible assets acquired. The purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $8.5 million , of which $5.2 million was allocated to identified intangible assets and $3.3 million is included in goodwill in the Company’s condensed consolidated balance sheet as of June 25, 2016 . Financial results for Hydro-Organics Wholesale Inc. have been included in the results of operations within the Garden segment since the date of acquisition. This acquisition is expected to complement the Company's existing garden fertilizer business. DMC On December 1, 2015, the Company purchased the pet bedding business and certain other assets of National Consumers Outdoors Corp., formerly known as Dallas Manufacturing Company (“DMC”), for approximately $61 million . The purchase price exceeded the estimated fair value of the net tangible and intangible assets acquired by approximately $18.9 million , which is included in goodwill in the Company’s condensed consolidated balance sheet as of June 25, 2016 . The Company has not yet finalized the allocation of the purchase price to the fair value of the intangible assets acquired. This acquisition is expected to complement the Company's existing dog and cat business. Proforma financial information has not been presented as the IMS Trading Corp, Hydro-Organics Wholesale Inc. and DMC acquisitions were not considered individually or collectively material to the Company's overall consolidated financial statements during the periods presented. |
Inventories, net
Inventories, net | 9 Months Ended |
Jun. 25, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories, net of allowance for obsolescence, consist of the following (in thousands): June 25, 2016 June 27, 2015 September 26, 2015 Raw materials $ 110,095 $ 98,293 $ 94,969 Work in progress 16,604 16,624 15,268 Finished goods 225,814 216,668 215,673 Supplies 9,300 8,648 10,036 Total inventories, net $ 361,813 $ 340,233 $ 335,946 |
Goodwill
Goodwill | 9 Months Ended |
Jun. 25, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The Company accounts for goodwill in accordance with ASC 350, “Intangibles – Goodwill and Other,” and tests goodwill for impairment annually, or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. This assessment involves the use of significant accounting judgments and estimates as to future operating results and discount rates. Changes in estimates or use of different assumptions could produce significantly different results. An impairment loss is generally recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit. The Company uses discounted cash flow analysis to estimate the fair value of our reporting units. The Company’s goodwill impairment analysis also includes a comparison of the aggregate estimated fair value of its reporting units to the Company’s total market capitalization. Acquisitions finalized by the Company during fiscal 2016 increased goodwill by approximately $23.9 million . See Note 3, Acquisitions and Note 11, Segment Information for more detail. |
Other Intangible Assets
Other Intangible Assets | 9 Months Ended |
Jun. 25, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | Other Intangible Assets The following table summarizes the components of gross and net acquired intangible assets: Gross Accumulated Amortization Accumulated Impairment Net Carrying Value (in millions) June 25, 2016 Marketing-related intangible assets – amortizable $ 14.9 $ (11.1 ) $ — $ 3.8 Marketing-related intangible assets – nonamortizable 63.0 — (24.2 ) 38.8 Total 77.9 (11.1 ) (24.2 ) 42.6 Customer-related intangible assets – amortizable 62.1 (25.8 ) — 36.3 Other acquired intangible assets – amortizable 20.8 (11.2 ) — 9.6 Other acquired intangible assets – nonamortizable 7.8 — (1.2 ) 6.6 Total 28.6 (11.2 ) (1.2 ) 16.2 Total other intangible assets $ 168.6 $ (48.1 ) $ (25.4 ) $ 95.1 Gross Accumulated Amortization Accumulated Impairment Net Carrying Value (in millions) June 27, 2015 Marketing-related intangible assets – amortizable $ 14.1 $ (10.4 ) $ — $ 3.7 Marketing-related intangible assets – nonamortizable 59.6 — (16.9 ) 42.7 Total 73.7 (10.4 ) (16.9 ) 46.4 Customer-related intangible assets – amortizable 43.3 (21.8 ) — 21.5 Other acquired intangible assets – amortizable 19.3 (10.0 ) — 9.3 Other acquired intangible assets – nonamortizable 7.8 — (1.2 ) 6.6 Total 27.1 (10.0 ) (1.2 ) 15.9 Total other intangible assets $ 144.1 $ (42.2 ) $ (18.1 ) $ 83.8 Gross Accumulated Amortization Accumulated Impairment Net Carrying Value (in millions) September 26, 2015 Marketing-related intangible assets – amortizable $ 14.1 $ (10.4 ) $ — $ 3.7 Marketing-related intangible assets – nonamortizable 59.6 — (24.2 ) 35.4 Total 73.7 (10.4 ) (24.2 ) 39.1 Customer-related intangible assets – amortizable 43.3 (22.3 ) — 21.0 Other acquired intangible assets – amortizable 19.3 (10.5 ) — 8.8 Other acquired intangible assets – nonamortizable 7.8 — (1.2 ) 6.6 Total 27.1 (10.5 ) (1.2 ) 15.4 Total other intangible assets $ 144.1 $ (43.2 ) $ (25.4 ) $ 75.5 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. In fiscal 2015 , the Company recognized a non-cash $7.3 million impairment charge to certain indefinite-lived intangible assets as a result of increased competition in the marketplace and declining volume of sales. The fair value of the remaining $15.0 million of indefinite-lived intangible assets that were impaired exceeded their carrying value at September 26, 2015 . Other factors indicating the carrying value of the Company’s amortizable intangible assets may not be recoverable were not present in fiscal 2015 or during the nine months ended June 25, 2016 , and accordingly, no impairment testing was performed on these assets. The Company amortizes its acquired intangible assets with definite lives over periods ranging from 1 to 25 years; over weighted average remaining lives of six years for marketing-related intangibles, 12 years for customer-related intangibles and 13 years for other acquired intangibles. Amortization expense for intangibles subject to amortization was approximately $2.7 million and $1.4 million for the three month periods ended June 25, 2016 and June 27, 2015 , respectively, and $4.9 million and $3.3 million for the nine months ended June 25, 2016 and June 27, 2015 , and is classified within operating expenses in the condensed consolidated statements of operations. Estimated annual amortization expense related to acquired intangible assets in each of the succeeding five years is estimated to be approximately $5 million per year from fiscal 2016 through fiscal 2020. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Jun. 25, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following: June 25, 2016 June 27, 2015 September 26, 2015 (in thousands) Senior notes, interest at 6.125%, payable semi-annually, principal due May 2023 $ 400,000 $ — $ — Senior subordinated notes, interest at 8.25%, payable semi-annually, repaid in December 2015 — 400,000 400,000 Unamortized discount — (336 ) (309 ) Unamortized debt issuance costs (5,834 ) (3,484 ) (3,157 ) Net carrying value 394,166 396,180 396,534 Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.75% or Base Rate plus a margin of 0.25% to 0.75%, final maturity December 2018 — — — Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.50% or Base Rate plus a margin of 0.25% to 0.50%, final maturity April 2021 — — — Other notes payable 967 505 448 Total 395,133 396,685 396,982 Less current portion (530 ) (290 ) (291 ) Long-term portion $ 394,603 $ 396,395 $ 396,691 Senior Notes and Redemption of Senior Subordinated Notes On November 9, 2015, the Company issued $400 million aggregate principal amount of 6.125% senior notes due November 2023. In December 2015, the Company used the net proceeds from the offering, together with available cash, to redeem its $400 million aggregate principal amount of 8.25% senior subordinated notes due March 1, 2018 at a price of 102.063% of the principal amount and to pay fees and expenses related to the offering. The Company incurred approximately $6.3 million of debt issuance costs in conjunction with these transactions, which included underwriter fees and legal, accounting and rating agency expenses. The debt issuance costs will be amortized over the term of the 2023 Notes. As a result of the Company’s redemption of the 2018 Notes, the Company incurred a call premium payment of $8.3 million , overlapping interest expense for 30 days of approximately $2.7 million and a $3.3 million non-cash charge for the write off of unamortized deferred financing costs and discount related to the 2018 Notes. These amounts are included in interest expense in the condensed consolidated statements of operations. The 2023 Notes require semiannual interest payments, which commenced on May 15, 2016. The 2023 Notes are unconditionally guaranteed on a senior basis by each of the Company’s existing and future domestic restricted subsidiaries which are borrowers under or guarantors of Central’s senior secured revolving credit facility. The 2023 Notes are unsecured senior obligations and are subordinated to all of the Company’s existing and future secured debt, including the Company’s Credit Facility, to the extent of the value of the collateral securing such indebtedness. The Company may redeem some or all of the 2023 Notes at any time, at its option, prior to November 15, 2018 at the principal amount plus a “make whole” premium. At any time prior to November 15, 2018, the Company may also redeem, at its option, up to 35% of the original aggregate principal amount of the notes with the proceeds of certain equity offerings at a redemption price of 106.125% of the principal amount of the notes. The Company may redeem some or all of the 2023 Notes, at its option, at any time on or after November 15, 2018 for 104.594% , on or after November 15, 2019 for 103.063% , on or after November 15, 2020 for 101.531% and on or after November 15, 2021 for 100% , plus accrued and unpaid interest. The holders of the 2023 Notes have the right to require the Company to repurchase all or a portion of the 2023 Notes at a purchase price equal to 101% of the principal amount of the notes repurchased, plus accrued and unpaid interest upon the occurrence of a change of control. The 2023 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject to certain baskets and exceptions. The Company was in compliance with all covenants as of June 25, 2016 . Asset-Based Loan Facility Amendment On April 22, 2016, the Company entered into an amended and restated credit agreement which provides up to 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 if the Company exercises the accordion feature set forth therein (collectively, the “Amended Credit Facility”). The Amended Credit Facility matures on April 22, 2021. 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. As of June 25, 2016 , there were no borrowings outstanding and no letters of credit outstanding under the Credit Facility. There were other letters of credit of $6.0 million outstanding as of June 25, 2016 . The Amended Credit Facility is subject to a borrowing base, calculated using a formula based upon eligible receivables and inventory, minus certain reserves and subject to restrictions. As of June 25, 2016, the borrowing base and remaining borrowing availability was $400.0 million . Borrowings under the Amended Credit Facility bear interest at an index based on LIBOR or, at the option of the Company, the Base Rate (defined as the highest of (a) the SunTrust prime rate, (b) the Federal Funds Rate plus 0.5% and (c) one-month LIBOR plus 1.00% ), plus, in either case, an applicable margin based on the Company’s consolidated senior leverage ratio. Such applicable margin for LIBOR-based borrowings fluctuates between 1.25% - 1.50% and was 1.25% as of June 25, 2016, and such applicable margin for Base Rate borrowings fluctuates between 0.25% - 0.5% and was 0.25% as of June 25, 2016. As of June 25, 2016 , the applicable interest rate related to Base Rate borrowings was 3.75% , and the applicable interest rate related to LIBOR-based borrowings was 1.69% . The Company incurred approximately $1.2 million of debt issuance costs in conjunction with this transaction, which included underwriter fees, legal and accounting expenses. The debt issuance costs will be amortized over the term of the Amended Credit Facility. The Amended Credit Facility contains customary covenants, including financial covenants which require the Company to maintain a minimum fixed charge coverage ratio of 1.00 :1.00 upon reaching certain borrowing levels. The Amended Credit Facility is secured by substantially all assets of the Company. The Company was in compliance with all financial covenants under the Amended Credit Facility during the period ended June 25, 2016. |
Supplemental Equity Information
Supplemental Equity Information | 9 Months Ended |
Jun. 25, 2016 | |
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 for the three months ended June 25, 2016 and June 27, 2015 Controlling Interest (in thousands) Common Stock Class A Common Stock Class B Stock Additional Paid In Capital Retained Earnings Accumulated Other Comprehensive Income Total Noncontrolling Interest Total Balance September 26, 2015 $ 119 $ 364 $ 16 $ 388,636 $ 115,987 $ 164 $ 505,286 $ 1,094 $ 506,380 Comprehensive income 50,125 (969 ) 49,156 1,353 50,509 Amortization of share-based awards 4,796 4,796 4,796 Restricted share activity 1 (1,230 ) (1,229 ) (1,229 ) Issuance of common stock, including net share settlement of stock options 1 6 (6,654 ) (6,647 ) (6,647 ) Tax benefit on stock option exercise, net of tax deficiency 4,722 4,722 4,722 Distribution to Noncontrolling interest (592 ) (592 ) Other 1 1 Balance June 25, 2016 $ 120 $ 371 $ 16 $ 390,270 $ 166,112 $ (805 ) $ 556,084 $ 1,856 $ 557,940 Controlling Interest (in thousands) Common Stock Class A Common Stock Class B Stock Additional Paid In Capital Retained Earnings Accumulated Other Comprehensive Income Total Noncontrolling Interest Total Balance September 27, 2014 $ 124 $ 369 $ 16 $ 396,586 $ 86,396 $ 1,232 $ 484,723 $ 1,730 $ 486,453 Comprehensive income 36,340 (553 ) 35,787 1,070 36,857 Amortization of share-based awards 4,513 4,513 4,513 Restricted share activity — (1,200 ) (1,200 ) (1,200 ) Issuance of common stock, including net share settlement of stock options 3 904 907 907 Repurchase of common stock (5 ) (12 ) (12,726 ) (2,380 ) (15,123 ) (15,123 ) Tax benefit on stock option exercise, net of tax deficiency 685 685 685 Distribution to Noncontrolling interest (1,680 ) (1,680 ) Balance June 27, 2015 $ 119 $ 360 $ 16 $ 388,762 $ 120,356 $ 679 $ 510,292 $ 1,120 $ 511,412 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Jun. 25, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company recognized share-based compensation expense of $6.1 million and $6.0 million for the nine month periods ended June 25, 2016 and June 27, 2015 , respectively, as a component of selling, general and administrative expenses. The tax benefit associated with share-based compensation expense for the nine month periods ended June 25, 2016 and June 27, 2015 was $2.2 million and $2.1 million , respectively. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Jun. 25, 2016 | |
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 25, 2016 June 25, 2016 Income Shares Per Share Income Shares Per Share Basic EPS: Net income available to common shareholders $ 26,030 49,120 $ 0.53 $ 50,125 48,801 $ 1.03 Effect of dilutive securities: Options to purchase common stock 1,211 (0.01 ) 1,201 (0.03 ) Restricted shares 732 (0.01 ) 741 (0.01 ) Diluted EPS: Net income available to common shareholders $ 26,030 51,063 $ 0.51 $ 50,125 50,743 $ 0.99 Three Months Ended Nine Months Ended June 27, 2015 June 27, 2015 Income Shares Per Share Income Shares Per Share Basic EPS: Net income available to common shareholders $ 18,800 48,167 $ 0.39 $ 36,340 48,642 $ 0.75 Effect of dilutive securities: Options to purchase common stock 538 — 309 (0.01 ) Restricted shares 585 (0.01 ) 545 (0.01 ) Diluted EPS: Net income available to common shareholders $ 18,800 49,290 $ 0.38 $ 36,340 49,496 $ 0.73 Options to purchase 4.5 million shares of common stock at prices ranging from $6.43 to $15.56 per share were outstanding at June 25, 2016, and options to purchase 7.4 million shares of common stock at prices ranging from $6.43 to $15.00 per share were outstanding at June 27, 2015. For the three month period ended June 25, 2016 all options outstanding were included in the computation of diluted earnings per share. For the three month period ended June 27, 2015, options to purchase 3.2 million shares of common stock, were outstanding but 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 would be anti-dilutive. For the nine month period ended June 25, 2016 all options outstanding were included in the computation of diluted earnings per share. For the nine month period ended June 27, 2015, options to purchase 4.8 million shares of common stock were outstanding but 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 would be anti-dilutive. |
Segment Information
Segment Information | 9 Months Ended |
Jun. 25, 2016 | |
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 Pet segment and Garden segment and are presented in the table below (in thousands). Three Months Ended Nine Months Ended June 25, June 27, June 25, June 27, Net sales: Pet segment $ 287,213 $ 238,126 $ 811,203 $ 658,931 Garden segment 227,331 221,320 604,402 605,437 Total net sales $ 514,544 $ 459,446 $ 1,415,605 $ 1,264,368 Income (loss) from operations: Pet segment 38,759 32,939 97,363 80,565 Garden segment 26,452 23,458 67,605 59,248 Corporate (17,026 ) (17,404 ) (48,607 ) (49,711 ) Total income from operations 48,185 38,993 116,361 90,102 Interest expense - net (6,921 ) (8,971 ) (36,131 ) (31,261 ) Other income (expense) 318 585 (243 ) 96 Income tax expense 14,916 11,484 28,509 21,527 Income including noncontrolling interest 26,666 19,123 51,478 37,410 Net income attributable to noncontrolling interest 636 323 1,353 1,070 Net income attributable to Central Garden & Pet Company $ 26,030 $ 18,800 $ 50,125 $ 36,340 Depreciation and amortization: Pet segment $ 6,700 3,891 $ 16,120 $ 11,710 Garden segment 1,542 1,465 4,586 4,514 Corporate 2,842 2,906 8,580 8,852 Total depreciation and amortization $ 11,084 $ 8,262 $ 29,286 $ 25,076 June 25, June 27, September 26, Assets: Pet segment $ 523,281 $ 450,198 $ 465,171 Garden segment 327,768 352,147 310,981 Corporate 365,858 353,392 355,445 Total assets $ 1,216,907 $ 1,155,737 $ 1,131,597 Goodwill (included in corporate assets above): Pet segment $ 229,713 $ 209,089 $ 209,089 Garden segment 3,298 — — Total goodwill $ 233,011 $ 209,089 $ 209,089 |
Consolidating Condensed Financi
Consolidating Condensed Financial Information of Guarantor Subsidiaries | 9 Months Ended |
Jun. 25, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Consolidating Condensed Financial Information of Guarantor Subsidiaries | Consolidating Condensed Financial Information of Guarantor Subsidiaries Certain 100% wholly-owned subsidiaries of the Company (as listed below, collectively the “Guarantor Subsidiaries”) have guaranteed fully and unconditionally, on a joint and several basis, the obligation to pay principal and interest on the Company’s 2023 Notes. Certain subsidiaries and operating divisions are not guarantors of the 2023 Notes. Those subsidiaries that are guarantors and co-obligors of the 2023 Notes are as follows: Farnam Companies, Inc. Four Paws Products Ltd. Gulfstream Home & Garden, Inc. Hydro-Organics Wholesale, Inc. IMS Trading, LLC IMS Southern, LLC Kaytee Products, Incorporated Matson, LLC New England Pottery, LLC Pennington Seed, Inc. (including Gro Tec, Inc. and All-Glass Aquarium Co., Inc.) Pets International, Ltd. T.F.H. Publications, Inc. Wellmark International (including B2E Corporation and B2E Biotech LLC) In lieu of providing separate audited financial statements for the Guarantor Subsidiaries, the Company has included the accompanying consolidating condensed financial statements based on the Company’s understanding of the Securities and Exchange Commission’s interpretation and application of Rule 3-10 of the Securities and Exchange Commission’s Regulation S-X. During the second quarter of fiscal 2016, the Company added Hydro-Organics Wholesale, Inc., IMS Trading, LLC and IMS Southern, LLC as guarantors of the 2023 Notes. Fiscal year ended September 26, 2015 financial results previously reflected IMS Trading, LLC and IMS Southern, LLC as part of the Parent. In accordance with Rule 3-10 of the Securities and Exchange Commissions Regulation S-X, financial results presented herein for the fiscal year ended September 26, 2015 have been adjusted to reflect the current Guarantor status. CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Three Months Ended June 25, 2016 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 162,751 $ 28,052 $ 350,013 $ (26,272 ) $ 514,544 Cost of goods sold and occupancy 128,517 18,274 228,343 (24,335 ) 350,799 Gross profit 34,234 9,778 121,670 (1,937 ) 163,745 Selling, general and administrative expenses 36,826 5,380 75,291 (1,937 ) 115,560 Income (loss) from operations (2,592 ) 4,398 46,379 — 48,185 Interest expense (6,904 ) (53 ) (7 ) — (6,964 ) Interest income 42 1 — — 43 Other income (expense) (108 ) (146 ) 572 — 318 Income (loss) before taxes and equity in earnings of affiliates (9,562 ) 4,200 46,944 — 41,582 Income tax expense (benefit) (3,517 ) 1,552 16,881 — 14,916 Equity in earnings of affiliates 32,075 — 2,148 (34,223 ) — Net income including noncontrolling interest 26,030 2,648 32,211 (34,223 ) 26,666 Net income attributable to noncontrolling interest — 636 — — 636 Net income attributable to Central Garden & Pet Company $ 26,030 $ 2,012 $ 32,211 $ (34,223 ) $ 26,030 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Three Months Ended June 27, 2015 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 133,886 $ 31,291 $ 319,470 $ (25,201 ) $ 459,446 Cost of goods sold and occupancy 104,121 22,399 214,110 (23,221 ) 317,409 Gross profit 29,765 8,892 105,360 (1,980 ) 142,037 Selling, general and administrative expenses 31,223 5,461 68,340 (1,980 ) 103,044 Income (loss) from operations (1,458 ) 3,431 37,020 — 38,993 Interest expense (8,924 ) (52 ) (2 ) — (8,978 ) Interest income 6 1 — — 7 Other income 318 — 267 — 585 Income (loss) before taxes and equity in earnings of affiliates (10,058 ) 3,380 37,285 — 30,607 Income tax expense (benefit) (3,982 ) 1,265 14,201 — 11,484 Equity in earnings of affiliates 24,876 — 1,780 (26,656 ) — Net income including noncontrolling interest 18,800 2,115 24,864 (26,656 ) 19,123 Net income attributable to noncontrolling interest — 323 — — 323 Net income attributable to Central Garden & Pet Company $ 18,800 $ 1,792 $ 24,864 $ (26,656 ) $ 18,800 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Nine Months Ended June 25, 2016 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 456,568 $ 73,324 $ 953,925 $ (68,212 ) $ 1,415,605 Cost of goods sold and occupancy 360,745 54,319 631,251 (63,580 ) 982,735 Gross profit 95,823 19,005 322,674 (4,632 ) 432,870 Selling, general and administrative expenses 102,990 14,283 203,868 (4,632 ) 316,509 Income (loss) from operations (7,167 ) 4,722 118,806 — 116,361 Interest expense (36,065 ) (133 ) (7 ) — (36,205 ) Interest income 71 3 — — 74 Other income (expense) (286 ) (409 ) 452 — (243 ) Income (loss) before taxes and equity in earnings of affiliates (43,447 ) 4,183 119,251 — 79,987 Income tax expense (benefit) (15,437 ) 1,749 42,197 — 28,509 Equity in earnings of affiliates 78,135 — 1,971 (80,106 ) — Net income including noncontrolling interest 50,125 2,434 79,025 (80,106 ) 51,478 Net income attributable to noncontrolling interest — 1,353 — — 1,353 Net income attributable to Central Garden & Pet Company $ 50,125 $ 1,081 $ 79,025 $ (80,106 ) $ 50,125 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Nine Months Ended June 27, 2015 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 380,862 $ 86,048 $ 865,589 $ (68,131 ) $ 1,264,368 Cost of goods sold and occupancy 296,568 66,522 584,604 (63,406 ) 884,288 Gross profit 84,294 19,526 280,985 (4,725 ) 380,080 Selling, general and administrative expenses 89,917 14,799 189,987 (4,725 ) 289,978 Income (loss) from operations (5,623 ) 4,727 90,998 — 90,102 Interest expense (31,226 ) (128 ) (3 ) — (31,357 ) Interest income 94 2 — — 96 Other income (expense) (359 ) — 455 — 96 Income (loss) before taxes and equity in earnings of affiliates (37,114 ) 4,601 91,450 — 58,937 Income tax expense (benefit) (13,562 ) 1,773 33,316 — 21,527 Equity in earnings of affiliates 59,892 — 1,989 (61,881 ) — Net income including noncontrolling interest 36,340 2,828 60,123 (61,881 ) 37,410 Net income attributable to noncontrolling interest — 1,070 — — 1,070 Net income attributable to Central Garden & Pet Company $ 36,340 $ 1,758 $ 60,123 $ (61,881 ) $ 36,340 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended June 25, 2016 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income $ 26,030 $ 2,648 $ 32,211 $ (34,223 ) $ 26,666 Other comprehensive income (loss): Foreign currency translation (277 ) (233 ) 25 208 (277 ) Total comprehensive income 25,753 2,415 32,236 (34,015 ) 26,389 Comprehensive income attributable to noncontrolling interests — 636 — — 636 Comprehensive income attributable to Central Garden & Pet Company $ 25,753 $ 1,779 $ 32,236 $ (34,015 ) $ 25,753 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended June 27, 2015 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income $ 18,800 $ 2,115 $ 24,864 $ (26,656 ) $ 19,123 Other comprehensive income: Foreign currency translation 615 456 24 (480 ) 615 Total comprehensive income 19,415 2,571 24,888 (27,136 ) 19,738 Comprehensive income attributable to noncontrolling interests — 323 — — 323 Comprehensive income attributable to Central Garden & Pet Company $ 19,415 $ 2,248 $ 24,888 $ (27,136 ) $ 19,415 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Nine Months Ended June 25, 2016 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income $ 50,125 $ 2,434 $ 79,025 $ (80,106 ) $ 51,478 Other comprehensive income (loss): Foreign currency translation (969 ) (773 ) 32 741 (969 ) Total comprehensive income 49,156 1,661 79,057 (79,365 ) 50,509 Comprehensive income attributable to noncontrolling interests — 1,353 — — 1,353 Comprehensive income attributable to Central Garden & Pet Company $ 49,156 $ 308 $ 79,057 $ (79,365 ) $ 49,156 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Nine Months Ended June 27, 2015 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income $ 36,340 $ 2,828 $ 60,123 $ (61,881 ) $ 37,410 Other comprehensive loss: Unrealized loss on securities (10 ) — — — (10 ) Reclassification of realized loss on securities included in net income 20 — — — 20 Foreign currency translation (563 ) (244 ) (244 ) 488 (563 ) Total comprehensive income 35,787 2,584 59,879 (61,393 ) 36,857 Comprehensive income attributable to noncontrolling interests — 1,070 — — 1,070 Comprehensive income attributable to Central Garden & Pet Company $ 35,787 $ 1,514 $ 59,879 $ (61,393 ) $ 35,787 CONSOLIDATING CONDENSED BALANCE SHEET June 25, 2016 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 30,477 $ 8,675 $ 848 $ — $ 40,000 Restricted cash 12,029 — — — 12,029 Accounts receivable, net 74,162 9,395 158,397 — 241,954 Inventories 105,440 9,037 247,336 — 361,813 Prepaid expenses and other 20,543 1,039 23,493 — 45,075 Total current assets 242,651 28,146 430,074 — 700,871 Land, buildings, improvements and equipment, net 43,475 3,877 112,078 — 159,430 Goodwill 18,858 — 214,153 — 233,011 Other long-term assets 37,139 3,294 84,702 (1,540 ) 123,595 Intercompany receivable 31,005 — 478,780 (509,785 ) — Investment in subsidiaries 1,130,148 — — (1,130,148 ) — Total $ 1,503,276 $ 35,317 $ 1,319,787 $ (1,641,473 ) $ 1,216,907 LIABILITIES AND EQUITY Accounts payable $ 26,818 $ 6,210 $ 63,878 $ — $ 96,906 Accrued expenses 48,981 2,290 51,682 — 102,953 Current portion of long-term debt 154 — 376 — 530 Total current liabilities 75,953 8,500 115,936 — 200,389 Long-term debt 394,164 — 439 — 394,603 Intercompany payable 468,039 41,746 — (509,785 ) — Losses in excess of investment in subsidiaries — — 14,780 (14,780 ) — Other long-term obligations 9,036 — 56,479 (1,540 ) 63,975 Total Central Garden & Pet shareholders’ equity (deficit) 556,084 (16,785 ) 1,132,153 (1,115,368 ) 556,084 Noncontrolling interest — 1,856 — — 1,856 Total equity (deficit) 556,084 (14,929 ) 1,132,153 (1,115,368 ) 557,940 Total $ 1,503,276 $ 35,317 $ 1,319,787 $ (1,641,473 ) $ 1,216,907 CONSOLIDATING CONDENSED BALANCE SHEET June 27, 2015 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 30,640 $ 10,606 $ 2,595 $ — $ 43,841 Restricted cash 12,590 — — — 12,590 Short term investments — — — — — Accounts receivable, net 56,528 11,152 155,469 — 223,149 Inventories 86,211 14,409 239,613 — 340,233 Prepaid expenses and other 25,727 1,260 27,571 — 54,558 Total current assets 211,696 37,427 425,248 — 674,371 Land, buildings, improvements and equipment, net 54,176 3,540 105,253 — 162,969 Goodwill — — 209,089 — 209,089 Other long-term assets 28,255 3,877 80,193 (3,017 ) 109,308 Intercompany receivable 36,989 — 386,955 (423,944 ) — Investment in subsidiaries 1,042,817 — — (1,042,817 ) — Total $ 1,373,933 $ 44,844 $ 1,206,738 $ (1,469,778 ) $ 1,155,737 LIABILITIES AND EQUITY Accounts payable $ 28,927 $ 6,501 $ 54,995 $ — $ 90,423 Accrued expenses 59,275 2,928 47,867 — 110,070 Current portion of long-term debt 260 — 30 — 290 Total current liabilities 88,462 9,429 102,892 — 200,783 Long-term debt 396,322 — 73 — 396,395 Intercompany payable 377,284 46,660 — (423,944 ) — Losses in excess of investment in subsidiaries — — 12,324 (12,324 ) — Other long-term obligations 1,573 — 48,591 (3,017 ) 47,147 Total Central Garden & Pet shareholders’ equity (deficit) 510,292 (12,365 ) 1,042,858 (1,030,493 ) 510,292 Noncontrolling interest — 1,120 — — 1,120 Total equity (deficit) 510,292 (11,245 ) 1,042,858 (1,030,493 ) 511,412 Total $ 1,373,933 $ 44,844 $ 1,206,738 $ (1,469,778 ) $ 1,155,737 CONSOLIDATING CONDENSED BALANCE SHEET September 26, 2015 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 36,280 $ 10,022 $ 1,282 $ — $ 47,584 Restricted cash 13,157 — — — 13,157 Accounts receivable, net 46,326 6,775 154,301 — 207,402 Inventories 86,109 11,690 238,147 — 335,946 Prepaid expenses and other assets 22,926 848 25,957 — 49,731 Total current assets 204,798 29,335 419,687 — 653,820 Land, buildings, improvements and equipment, net 51,409 3,663 107,737 — 162,809 Goodwill — — 209,089 — 209,089 Other long-term assets 25,881 3,662 82,436 (6,100 ) 105,879 Intercompany receivable 32,695 — 415,001 (447,696 ) — Investment in subsidiaries 1,052,644 — — (1,052,644 ) — Total $ 1,367,427 $ 36,660 $ 1,233,950 $ (1,506,440 ) $ 1,131,597 LIABILITIES AND EQUITY Accounts payable $ 20,506 $ 2,543 $ 65,840 $ — $ 88,889 Accrued expenses and other liabilities 38,723 1,789 47,212 — 87,724 Current portion of long term debt 261 — 30 — 291 Total current liabilities 59,490 4,332 113,082 — 176,904 Long-term debt 396,626 — 65 — 396,691 Intercompany payable 404,255 43,441 — (447,696 ) — Losses in excess of investment in subsidiaries — — 11,867 (11,867 ) — Other long-term obligations 1,770 — 55,952 (6,100 ) 51,622 Total Central Garden & Pet shareholders’ equity (deficit) 505,286 (12,207 ) 1,052,984 (1,040,777 ) 505,286 Noncontrolling interest — 1,094 — — 1,094 Total equity (deficit) 505,286 (11,113 ) 1,052,984 (1,040,777 ) 506,380 Total $ 1,367,427 $ 36,660 $ 1,233,950 $ (1,506,440 ) $ 1,131,597 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Nine Months Ended June 25, 2016 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ 4,127 $ 6,082 $ 84,258 $ (4,884 ) $ 89,583 Additions to property, plant and equipment (1,876 ) (577 ) (17,033 ) — (19,486 ) Payments to acquire companies, net of cash acquired (60,916 ) — (7,985 ) — (68,901 ) Proceeds from sale of plant assets — — 3,899 — 3,899 Change in restricted cash and cash equivalents 1,129 — — — 1,129 Other investing activities (550 ) — — — (550 ) Intercompany investing activities 1,689 — (63,778 ) 62,089 — Net cash used by investing activities (60,524 ) (577 ) (84,897 ) 62,089 (83,909 ) Repayments on revolving line of credit (419,000 ) — — — (419,000 ) Borrowings on revolving line of credit 419,000 — — — 419,000 Repayments of long-term debt (400,208 ) — (22 ) — (400,230 ) Issuance of long-term debt 400,000 — — — 400,000 Excess tax benefits from stock-based awards 4,726 — — — 4,726 Proceeds from issuance of common stock 280 280 Repurchase of common stock (9,429 ) — — — (9,429 ) Distribution to parent — (4,884 ) — 4,884 — Distribution to noncontrolling interest — (592 ) — — (592 ) Payment of financing costs (7,560 ) — — — (7,560 ) Intercompany financing activities 63,786 (1,697 ) — (62,089 ) — Net cash provided (used) by financing activities 51,595 (7,173 ) (22 ) (57,205 ) (12,805 ) Effect of exchange rates on cash (1,001 ) 321 227 — (453 ) Net increase (decrease) in cash and cash equivalents (5,803 ) (1,347 ) (434 ) — (7,584 ) Cash and cash equivalents at beginning of period 36,280 10,022 1,282 — 47,584 Cash and cash equivalents at end of period $ 30,477 $ 8,675 $ 848 $ — $ 40,000 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Nine Months Ended June 27, 2015 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ 6,844 $ 4,862 $ 51,610 $ (6,719 ) $ 56,597 Additions to property, plant and equipment (2,044 ) (180 ) (15,936 ) — (18,160 ) Payments to acquire companies, net of cash acquired (16,000 ) — — — (16,000 ) Proceeds from short-term investments 9,997 — — — 9,997 Change in restricted cash and cash equivalents 1,693 — — — 1,693 Investment in short-term investments (17 ) — — — (17 ) Other investing activities (489 ) — — — (489 ) Intercompany investing activities (20,083 ) — (35,533 ) 55,616 — Net cash used by investing activities (26,943 ) (180 ) (51,469 ) 55,616 (22,976 ) Repayments of long-term debt (50,196 ) — (20 ) — (50,216 ) Borrowings under revolving line of credit 312,000 — — — 312,000 Repayments on revolving line of credit (312,000 ) — — — (312,000 ) Proceeds from issuance of common stock 2,148 — — — 2,148 Excess tax benefits from stock-based awards 685 — — — 685 Repurchase of common stock (19,021 ) — — — (19,021 ) Distribution to parent — (6,719 ) — 6,719 — Distribution to noncontrolling interest — (1,680 ) — — (1,680 ) Intercompany financing activities 53,971 1,645 — (55,616 ) — Net cash used by financing activities (12,413 ) (6,754 ) (20 ) (48,897 ) (68,084 ) Effect of exchange rates on cash (319 ) (128 ) 75 — (372 ) Net increase decrease in cash and cash equivalents (32,831 ) (2,200 ) 196 — (34,835 ) Cash and cash equivalents at beginning of year 63,471 12,806 2,399 — 78,676 Cash and cash equivalents at end of year $ 30,640 $ 10,606 $ 2,595 $ — $ 43,841 |
Contingencies
Contingencies | 9 Months Ended |
Jun. 25, 2016 | |
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 would have a material effect on the Company’s financial position or results of operations. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Jun. 25, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 8, Supplemental Equity Information, for additional information. |
Derivative Instruments | Derivative Instruments The Company principally uses a combination of purchase orders and various short and long-term supply arrangements in connection with the purchase of raw materials, including certain commodities. The Company may also enter into commodity futures, options and swap contracts to reduce the volatility of price fluctuations of corn, which impacts the cost of raw materials. The Company’s primary objective when entering into these derivative contracts is to achieve greater certainty with regard to the future price of commodities purchased for use in its supply chain. These derivative contracts are entered into for periods consistent with the related underlying exposures and do not constitute positions independent of those exposures. The Company does not enter into derivative contracts for speculative purposes and does not use leveraged instruments. The Company does not perform the assessments required to achieve hedge accounting for commodity derivative positions. Accordingly, the changes in the values of these derivatives are recorded currently in other income (expense) in its condensed consolidated statements of operations. As of June 25, 2016 and June 27, 2015 , the Company had no outstanding derivative instruments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted Discontinued Operations In April 2014, the FASB issued Accounting Standards Update No. 2014-08 (ASU 2014-08), Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity . ASU 2014-08 provides amended guidance for reporting discontinued operations and disclosures of disposals of components. The amended guidance raises the threshold for disposals to qualify as discontinued operations and permits significant continuing involvement and continuing cash flows with the discontinued operation. In addition, the amended guidance requires additional disclosures for discontinued operations and new disclosures for individually material disposal transactions that do not meet the definition of a discontinued operation. The amended guidance became effective for annual periods and interim periods beginning September 27, 2015. The adoption of the applicable sections of this ASC will have an impact on the presentation of any future discontinued operations the Company may have. Debt Issuance Costs In April 2015, the FASB issued ASU No. 2015-03 (ASU 2015-03 ), Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This standard amends the existing guidance to require that debt issuance costs be presented in the balance sheet as a deduction from the carrying amount of the related debt liability instead of as a deferred charge. In August 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-15, Interest – Imputation of Interest (Subtopic 835-30). This ASU provides additional guidance on ASU 2015-03 with respect to line of credit arrangements, whereby specify debt issuance costs as part of line-of-credit arrangements may continue to be deferred and presented as an asset on the balance sheet. Recognition and measurement guidance for debt issuance costs are not affected. The Company adopted the guidance in ASU’s 2015-03 and 2015-15 as of September 27, 2015. See “Change in Accounting Principle” below. Business Combinations In September 2015, the FASB issued ASU No. 2015-16 (ASU 2015-16), Simplifying the Accounting for Measurement-Period Adjustments . ASU 2015-16 requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period after an acquisition within the reporting period they are determined. This is a change from the previous requirement that the adjustments be recorded retrospectively. The ASU also requires disclosure of the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of the adjustment to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. ASU 2015-16 is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2015; early adoption is permitted. The Company has early adopted the guidance prospectively as of September 27, 2015. The adoption of this standard will impact the Company’s presentation of measurement period adjustments for any future business combinations. Accounting Standards Not Yet Adopted Revenue Recognition In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers . This update was issued as Accounting Standards Codification Topic 606. The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. On July 9, 2015, the FASB deferred the effective date of ASU 2014-09 for one year. ASU 2014-09 is now effective for the Company in the first quarter of its fiscal year ending September 28, 2019. In March 2016, the FASB issued ASU 2016-08 (ASU 2016-08), Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) . ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10 (ASU 2016-10), Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing . ASU 2016-10 clarifies the implementation guidance on identifying performance obligations. These ASUs apply to all companies that enter into contracts with customers to transfer goods or services. In May 2016, the FASB issued ASU No. 2016-12 (ASU 2016-12), Revenue from Contracts with Customers (Topic 606) - Narrow-Scope Improvements and Practical Expedients . ASU 2016-12 is intended to clarify two aspects of Topic 606: first, assessing the collectability criterion, options for the presentation of sales and similar taxes, noncash consideration, transition contract modifications, transition contract completion and secondly, technical corrections. Early adoption is permitted, but not before interim and annual reporting periods beginning after December 15, 2016. The guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements. Leases In February 2016, the FASB issued ASU 2016-02 (ASU 2016-02), Leases (Topic 842) . ASU 2016-02 requires companies to generally recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use assets. ASU 2016-02 is effective for the Company in our first quarter of fiscal 2020 on a modified retrospective basis and earlier adoption is permitted. The Company is currently evaluating the impact of its pending adoption of ASU 2016-02 on its consolidated financial statements, and it currently expects that most of its operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon the adoption of ASU 2016-02 . Stock Based Compensation In June 2014, the FASB issued ASU No. 2014-12 (ASU 2014-12), Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period should be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. ASU 2014-12 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, or the Company’s first quarter of fiscal 2017. Earlier adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09 (ASU 2016-09), Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . ASU 2016-09 simplifies the accounting for share-based payment award transactions including: income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2016, or the Company's first quarter of fiscal 2018. Early adoption is permitted. The Company is currently evaluating the requirements of ASU 2016-09 and has not yet determined the impact on its consolidated financial statements. Consolidation In February 2015, the FASB issued ASU 2015-02 (ASU 2015-02), Amendments to the Consolidation Analysis to ASC Topic 810, Consolidation . ASU 2015-02 modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership and affects the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. ASU 2015-02 is effective for fiscal years that begin after December 15, 2015, or the Company’s first quarter of fiscal 2017. The Company is currently evaluating the impact the adoption of ASU 2015-02 will have on its consolidated financial statements. Cloud Computing Costs In April 2015, the FASB issued ASU No. 2015-05 (ASU 2015-05), Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement . This standard clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license of internal-use software under ASC 350-40. ASU 2015-05 is effective for public entities for annual and interim periods therein beginning after December 15, 2015, or the Company’s first quarter of fiscal 2017. Early adoption is permitted. Entities may adopt the guidance either retrospectively or prospectively to arrangements entered into, or materially modified after the effective date. The Company is currently evaluating the impact the adoption of ASU 2015-05 will have on its consolidated financial statements. Inventory Measurement In July 2015, the FASB issued ASU 2015-11 (ASU 2015-11), Simplifying the Measurement of Inventory . Under ASU 2015-11, inventory will be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. The standard defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016, or the Company’s first quarter of fiscal 2018. Early application is permitted and should be applied prospectively. The Company is currently evaluating the impact the adoption of ASU 2015-11 will have on its consolidated financial statements. Balance Sheet Classification of Deferred Taxes . In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes . This ASU eliminates the current requirement for entities to present deferred tax liabilities and assets as current and noncurrent in a classified statement of financial position and instead requires that deferred income tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2016, or the Company's first quarter of fiscal 2018, and interim periods within those annual periods. Earlier application is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact the adoption of ASU 2015-17 will have on its consolidated financial statements. Change in Accounting Principle Prior to its early adoption of ASU 2015-03, the Company recorded issuance costs associated with its long-term debt as a long-term asset on its consolidated balance sheet. The guidance in ASU 2015-03 requires the Company to present debt issuance costs in the consolidated balance sheet as a direct deduction from the carrying amount of the related debt liability. Changes in accounting principles are to be reported through retrospective application of the new principle to all prior financial statement periods presented. Accordingly, the condensed consolidated balance sheets have been adjusted to reflect the effects of reclassifying debt issuance costs from long-term assets to a direct deduction from the carrying amount of the related debt liability as follows. Financial Statement Line Item Previously Reported Reclassifications As Adjusted Other assets $ 33,576 $ (3,157 ) $ 30,419 Total assets 1,134,754 (3,157 ) 1,131,597 Long term debt 399,848 (3,157 ) 396,691 Total liabilities and equity 1,134,754 (3,157 ) 1,131,597 Financial Statement Line Item Previously Reported Reclassifications As Adjusted Other assets $ 28,951 $ (3,484 ) $ 25,467 Total assets 1,159,221 (3,484 ) 1,155,737 Long term debt 399,879 (3,484 ) 396,395 Total liabilities and equity 1,159,221 (3,484 ) 1,155,737 |
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 | The Company accounts for goodwill in accordance with ASC 350, “Intangibles – Goodwill and Other,” and tests goodwill for impairment annually, or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. This assessment involves the use of significant accounting judgments and estimates as to future operating results and discount rates. Changes in estimates or use of different assumptions could produce significantly different results. An impairment loss is generally recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit. The Company uses discounted cash flow analysis to estimate the fair value of our reporting units. The Company’s goodwill impairment analysis also includes a comparison of the aggregate estimated fair value of its reporting units to the Company’s total market capitalization. Acquisitions finalized by the Company during fiscal 2016 increased goodwill by approximately $23.9 million . See Note 3, Acquisitions and Note 11, Segment Information for more detail. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Jun. 25, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Effects of Reclassifying Debt Issuance Costs from Long Term Assets to a Direct Deduction from Carrying Amount of Related Debt Liability | Accordingly, the condensed consolidated balance sheets have been adjusted to reflect the effects of reclassifying debt issuance costs from long-term assets to a direct deduction from the carrying amount of the related debt liability as follows. Financial Statement Line Item Previously Reported Reclassifications As Adjusted Other assets $ 33,576 $ (3,157 ) $ 30,419 Total assets 1,134,754 (3,157 ) 1,131,597 Long term debt 399,848 (3,157 ) 396,691 Total liabilities and equity 1,134,754 (3,157 ) 1,131,597 Financial Statement Line Item Previously Reported Reclassifications As Adjusted Other assets $ 28,951 $ (3,484 ) $ 25,467 Total assets 1,159,221 (3,484 ) 1,155,737 Long term debt 399,879 (3,484 ) 396,395 Total liabilities and equity 1,159,221 (3,484 ) 1,155,737 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Jun. 25, 2016 | |
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 25, 2016 (in thousands): Level 1 Level 2 Level 3 Total Liabilities: Liability for contingent consideration (a) $ 0 $ 0 $ 6,355 $ 6,355 Total liabilities $ 0 $ 0 $ 6,355 $ 6,355 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, 2015 (in thousands): Level 1 Level 2 Level 3 Total Liabilities: Liability for contingent consideration (a) $ 0 $ 0 $ 4,343 $ 4,343 Total liabilities $ 0 $ 0 $ 4,343 $ 4,343 The following table presents our financial assets and liabilities at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of September 26, 2015 : Level 1 Level 2 Level 3 Total Liabilities: Liability for contingent consideration (a) $ 0 $ 0 $ 3,625 $ 3,625 Total liabilities $ 0 $ 0 $ 3,625 $ 3,625 (a) The liability for contingent consideration relates to an earn-out for B2E, acquired in December 2012 and future performance-based contingent payments for Hydro-Organics Wholesale, Inc., acquired in October 2015. 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 our condensed 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 our Level 3 financial instruments for the periods ended June 25, 2016 and June 27, 2015 (in thousands): Amount Balance as of September 26, 2015 $ 3,625 Estimated contingent performance-based consideration established at the time of acquisition 2,590 Changes in the fair value of contingent performance-based payments established at the time of acquisition 140 Balance as of June 25, 2016 $ 6,355 Amount Balance as of September 27, 2014 $ 4,414 Changes in the fair value of contingent performance-based payments established at the time of acquisition (71 ) Balance as of June 27, 2015 $ 4,343 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Jun. 25, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary recording of the fair values of the assets acquired and liabilities assumed as of the acquisition date and subsequent adjustments: In thousands Amounts Previously Recognized as of Acquisition Date (1) Measurement Period Adjustments Amounts Recognized as of Acquisition Date (as Adjusted) Current assets, net of cash and cash equivalents acquired $ 20,458 $ 315 $ 20,773 Fixed assets 1,670 — 1,670 Goodwill — 1,365 1,365 Other assets 5,356 (5,356 ) — Other intangible assets, net — 4,510 4,510 Current liabilities (5,100 ) — (5,100 ) Net assets acquired, less cash and cash equivalents $ 22,384 $ 834 $ 23,218 (1) As previously reported in our Form 10-K for the period ended September 26, 2015 and our Form 10-Q for the period ended December 26, 2015. |
Inventories, net (Tables)
Inventories, net (Tables) | 9 Months Ended |
Jun. 25, 2016 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories, Net of Allowance for Obsolescence | Inventories, net of allowance for obsolescence, consist of the following (in thousands): June 25, 2016 June 27, 2015 September 26, 2015 Raw materials $ 110,095 $ 98,293 $ 94,969 Work in progress 16,604 16,624 15,268 Finished goods 225,814 216,668 215,673 Supplies 9,300 8,648 10,036 Total inventories, net $ 361,813 $ 340,233 $ 335,946 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 9 Months Ended |
Jun. 25, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Gross and Net Acquired Intangible Assets | The following table summarizes the components of gross and net acquired intangible assets: Gross Accumulated Amortization Accumulated Impairment Net Carrying Value (in millions) June 25, 2016 Marketing-related intangible assets – amortizable $ 14.9 $ (11.1 ) $ — $ 3.8 Marketing-related intangible assets – nonamortizable 63.0 — (24.2 ) 38.8 Total 77.9 (11.1 ) (24.2 ) 42.6 Customer-related intangible assets – amortizable 62.1 (25.8 ) — 36.3 Other acquired intangible assets – amortizable 20.8 (11.2 ) — 9.6 Other acquired intangible assets – nonamortizable 7.8 — (1.2 ) 6.6 Total 28.6 (11.2 ) (1.2 ) 16.2 Total other intangible assets $ 168.6 $ (48.1 ) $ (25.4 ) $ 95.1 Gross Accumulated Amortization Accumulated Impairment Net Carrying Value (in millions) June 27, 2015 Marketing-related intangible assets – amortizable $ 14.1 $ (10.4 ) $ — $ 3.7 Marketing-related intangible assets – nonamortizable 59.6 — (16.9 ) 42.7 Total 73.7 (10.4 ) (16.9 ) 46.4 Customer-related intangible assets – amortizable 43.3 (21.8 ) — 21.5 Other acquired intangible assets – amortizable 19.3 (10.0 ) — 9.3 Other acquired intangible assets – nonamortizable 7.8 — (1.2 ) 6.6 Total 27.1 (10.0 ) (1.2 ) 15.9 Total other intangible assets $ 144.1 $ (42.2 ) $ (18.1 ) $ 83.8 Gross Accumulated Amortization Accumulated Impairment Net Carrying Value (in millions) September 26, 2015 Marketing-related intangible assets – amortizable $ 14.1 $ (10.4 ) $ — $ 3.7 Marketing-related intangible assets – nonamortizable 59.6 — (24.2 ) 35.4 Total 73.7 (10.4 ) (24.2 ) 39.1 Customer-related intangible assets – amortizable 43.3 (22.3 ) — 21.0 Other acquired intangible assets – amortizable 19.3 (10.5 ) — 8.8 Other acquired intangible assets – nonamortizable 7.8 — (1.2 ) 6.6 Total 27.1 (10.5 ) (1.2 ) 15.4 Total other intangible assets $ 144.1 $ (43.2 ) $ (25.4 ) $ 75.5 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Jun. 25, 2016 | |
Debt Disclosure [Abstract] | |
Components of Long-Term Debt | Long-term debt consists of the following: June 25, 2016 June 27, 2015 September 26, 2015 (in thousands) Senior notes, interest at 6.125%, payable semi-annually, principal due May 2023 $ 400,000 $ — $ — Senior subordinated notes, interest at 8.25%, payable semi-annually, repaid in December 2015 — 400,000 400,000 Unamortized discount — (336 ) (309 ) Unamortized debt issuance costs (5,834 ) (3,484 ) (3,157 ) Net carrying value 394,166 396,180 396,534 Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.75% or Base Rate plus a margin of 0.25% to 0.75%, final maturity December 2018 — — — Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.50% or Base Rate plus a margin of 0.25% to 0.50%, final maturity April 2021 — — — Other notes payable 967 505 448 Total 395,133 396,685 396,982 Less current portion (530 ) (290 ) (291 ) Long-term portion $ 394,603 $ 396,395 $ 396,691 |
Supplemental Equity Informati27
Supplemental Equity Information (Tables) | 9 Months Ended |
Jun. 25, 2016 | |
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 for the three months ended June 25, 2016 and June 27, 2015 Controlling Interest (in thousands) Common Stock Class A Common Stock Class B Stock Additional Paid In Capital Retained Earnings Accumulated Other Comprehensive Income Total Noncontrolling Interest Total Balance September 26, 2015 $ 119 $ 364 $ 16 $ 388,636 $ 115,987 $ 164 $ 505,286 $ 1,094 $ 506,380 Comprehensive income 50,125 (969 ) 49,156 1,353 50,509 Amortization of share-based awards 4,796 4,796 4,796 Restricted share activity 1 (1,230 ) (1,229 ) (1,229 ) Issuance of common stock, including net share settlement of stock options 1 6 (6,654 ) (6,647 ) (6,647 ) Tax benefit on stock option exercise, net of tax deficiency 4,722 4,722 4,722 Distribution to Noncontrolling interest (592 ) (592 ) Other 1 1 Balance June 25, 2016 $ 120 $ 371 $ 16 $ 390,270 $ 166,112 $ (805 ) $ 556,084 $ 1,856 $ 557,940 Controlling Interest (in thousands) Common Stock Class A Common Stock Class B Stock Additional Paid In Capital Retained Earnings Accumulated Other Comprehensive Income Total Noncontrolling Interest Total Balance September 27, 2014 $ 124 $ 369 $ 16 $ 396,586 $ 86,396 $ 1,232 $ 484,723 $ 1,730 $ 486,453 Comprehensive income 36,340 (553 ) 35,787 1,070 36,857 Amortization of share-based awards 4,513 4,513 4,513 Restricted share activity — (1,200 ) (1,200 ) (1,200 ) Issuance of common stock, including net share settlement of stock options 3 904 907 907 Repurchase of common stock (5 ) (12 ) (12,726 ) (2,380 ) (15,123 ) (15,123 ) Tax benefit on stock option exercise, net of tax deficiency 685 685 685 Distribution to Noncontrolling interest (1,680 ) (1,680 ) Balance June 27, 2015 $ 119 $ 360 $ 16 $ 388,762 $ 120,356 $ 679 $ 510,292 $ 1,120 $ 511,412 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Jun. 25, 2016 | |
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 25, 2016 June 25, 2016 Income Shares Per Share Income Shares Per Share Basic EPS: Net income available to common shareholders $ 26,030 49,120 $ 0.53 $ 50,125 48,801 $ 1.03 Effect of dilutive securities: Options to purchase common stock 1,211 (0.01 ) 1,201 (0.03 ) Restricted shares 732 (0.01 ) 741 (0.01 ) Diluted EPS: Net income available to common shareholders $ 26,030 51,063 $ 0.51 $ 50,125 50,743 $ 0.99 Three Months Ended Nine Months Ended June 27, 2015 June 27, 2015 Income Shares Per Share Income Shares Per Share Basic EPS: Net income available to common shareholders $ 18,800 48,167 $ 0.39 $ 36,340 48,642 $ 0.75 Effect of dilutive securities: Options to purchase common stock 538 — 309 (0.01 ) Restricted shares 585 (0.01 ) 545 (0.01 ) Diluted EPS: Net income available to common shareholders $ 18,800 49,290 $ 0.38 $ 36,340 49,496 $ 0.73 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Jun. 25, 2016 | |
Segment Reporting [Abstract] | |
Financial Information Relating to Company's Business Segments | These operating segments are Pet segment and Garden segment and are presented in the table below (in thousands). Three Months Ended Nine Months Ended June 25, June 27, June 25, June 27, Net sales: Pet segment $ 287,213 $ 238,126 $ 811,203 $ 658,931 Garden segment 227,331 221,320 604,402 605,437 Total net sales $ 514,544 $ 459,446 $ 1,415,605 $ 1,264,368 Income (loss) from operations: Pet segment 38,759 32,939 97,363 80,565 Garden segment 26,452 23,458 67,605 59,248 Corporate (17,026 ) (17,404 ) (48,607 ) (49,711 ) Total income from operations 48,185 38,993 116,361 90,102 Interest expense - net (6,921 ) (8,971 ) (36,131 ) (31,261 ) Other income (expense) 318 585 (243 ) 96 Income tax expense 14,916 11,484 28,509 21,527 Income including noncontrolling interest 26,666 19,123 51,478 37,410 Net income attributable to noncontrolling interest 636 323 1,353 1,070 Net income attributable to Central Garden & Pet Company $ 26,030 $ 18,800 $ 50,125 $ 36,340 Depreciation and amortization: Pet segment $ 6,700 3,891 $ 16,120 $ 11,710 Garden segment 1,542 1,465 4,586 4,514 Corporate 2,842 2,906 8,580 8,852 Total depreciation and amortization $ 11,084 $ 8,262 $ 29,286 $ 25,076 June 25, June 27, September 26, Assets: Pet segment $ 523,281 $ 450,198 $ 465,171 Garden segment 327,768 352,147 310,981 Corporate 365,858 353,392 355,445 Total assets $ 1,216,907 $ 1,155,737 $ 1,131,597 Goodwill (included in corporate assets above): Pet segment $ 229,713 $ 209,089 $ 209,089 Garden segment 3,298 — — Total goodwill $ 233,011 $ 209,089 $ 209,089 |
Consolidating Condensed Finan30
Consolidating Condensed Financial Information of Guarantor Subsidiaries (Tables) | 9 Months Ended |
Jun. 25, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Consolidating Condensed Statement of Operations | CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Three Months Ended June 25, 2016 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 162,751 $ 28,052 $ 350,013 $ (26,272 ) $ 514,544 Cost of goods sold and occupancy 128,517 18,274 228,343 (24,335 ) 350,799 Gross profit 34,234 9,778 121,670 (1,937 ) 163,745 Selling, general and administrative expenses 36,826 5,380 75,291 (1,937 ) 115,560 Income (loss) from operations (2,592 ) 4,398 46,379 — 48,185 Interest expense (6,904 ) (53 ) (7 ) — (6,964 ) Interest income 42 1 — — 43 Other income (expense) (108 ) (146 ) 572 — 318 Income (loss) before taxes and equity in earnings of affiliates (9,562 ) 4,200 46,944 — 41,582 Income tax expense (benefit) (3,517 ) 1,552 16,881 — 14,916 Equity in earnings of affiliates 32,075 — 2,148 (34,223 ) — Net income including noncontrolling interest 26,030 2,648 32,211 (34,223 ) 26,666 Net income attributable to noncontrolling interest — 636 — — 636 Net income attributable to Central Garden & Pet Company $ 26,030 $ 2,012 $ 32,211 $ (34,223 ) $ 26,030 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Three Months Ended June 27, 2015 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 133,886 $ 31,291 $ 319,470 $ (25,201 ) $ 459,446 Cost of goods sold and occupancy 104,121 22,399 214,110 (23,221 ) 317,409 Gross profit 29,765 8,892 105,360 (1,980 ) 142,037 Selling, general and administrative expenses 31,223 5,461 68,340 (1,980 ) 103,044 Income (loss) from operations (1,458 ) 3,431 37,020 — 38,993 Interest expense (8,924 ) (52 ) (2 ) — (8,978 ) Interest income 6 1 — — 7 Other income 318 — 267 — 585 Income (loss) before taxes and equity in earnings of affiliates (10,058 ) 3,380 37,285 — 30,607 Income tax expense (benefit) (3,982 ) 1,265 14,201 — 11,484 Equity in earnings of affiliates 24,876 — 1,780 (26,656 ) — Net income including noncontrolling interest 18,800 2,115 24,864 (26,656 ) 19,123 Net income attributable to noncontrolling interest — 323 — — 323 Net income attributable to Central Garden & Pet Company $ 18,800 $ 1,792 $ 24,864 $ (26,656 ) $ 18,800 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Nine Months Ended June 25, 2016 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 456,568 $ 73,324 $ 953,925 $ (68,212 ) $ 1,415,605 Cost of goods sold and occupancy 360,745 54,319 631,251 (63,580 ) 982,735 Gross profit 95,823 19,005 322,674 (4,632 ) 432,870 Selling, general and administrative expenses 102,990 14,283 203,868 (4,632 ) 316,509 Income (loss) from operations (7,167 ) 4,722 118,806 — 116,361 Interest expense (36,065 ) (133 ) (7 ) — (36,205 ) Interest income 71 3 — — 74 Other income (expense) (286 ) (409 ) 452 — (243 ) Income (loss) before taxes and equity in earnings of affiliates (43,447 ) 4,183 119,251 — 79,987 Income tax expense (benefit) (15,437 ) 1,749 42,197 — 28,509 Equity in earnings of affiliates 78,135 — 1,971 (80,106 ) — Net income including noncontrolling interest 50,125 2,434 79,025 (80,106 ) 51,478 Net income attributable to noncontrolling interest — 1,353 — — 1,353 Net income attributable to Central Garden & Pet Company $ 50,125 $ 1,081 $ 79,025 $ (80,106 ) $ 50,125 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Nine Months Ended June 27, 2015 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 380,862 $ 86,048 $ 865,589 $ (68,131 ) $ 1,264,368 Cost of goods sold and occupancy 296,568 66,522 584,604 (63,406 ) 884,288 Gross profit 84,294 19,526 280,985 (4,725 ) 380,080 Selling, general and administrative expenses 89,917 14,799 189,987 (4,725 ) 289,978 Income (loss) from operations (5,623 ) 4,727 90,998 — 90,102 Interest expense (31,226 ) (128 ) (3 ) — (31,357 ) Interest income 94 2 — — 96 Other income (expense) (359 ) — 455 — 96 Income (loss) before taxes and equity in earnings of affiliates (37,114 ) 4,601 91,450 — 58,937 Income tax expense (benefit) (13,562 ) 1,773 33,316 — 21,527 Equity in earnings of affiliates 59,892 — 1,989 (61,881 ) — Net income including noncontrolling interest 36,340 2,828 60,123 (61,881 ) 37,410 Net income attributable to noncontrolling interest — 1,070 — — 1,070 Net income attributable to Central Garden & Pet Company $ 36,340 $ 1,758 $ 60,123 $ (61,881 ) $ 36,340 |
Consolidating Condensed Statements of Comprehensive Income (Loss) | CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended June 25, 2016 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income $ 26,030 $ 2,648 $ 32,211 $ (34,223 ) $ 26,666 Other comprehensive income (loss): Foreign currency translation (277 ) (233 ) 25 208 (277 ) Total comprehensive income 25,753 2,415 32,236 (34,015 ) 26,389 Comprehensive income attributable to noncontrolling interests — 636 — — 636 Comprehensive income attributable to Central Garden & Pet Company $ 25,753 $ 1,779 $ 32,236 $ (34,015 ) $ 25,753 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended June 27, 2015 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income $ 18,800 $ 2,115 $ 24,864 $ (26,656 ) $ 19,123 Other comprehensive income: Foreign currency translation 615 456 24 (480 ) 615 Total comprehensive income 19,415 2,571 24,888 (27,136 ) 19,738 Comprehensive income attributable to noncontrolling interests — 323 — — 323 Comprehensive income attributable to Central Garden & Pet Company $ 19,415 $ 2,248 $ 24,888 $ (27,136 ) $ 19,415 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Nine Months Ended June 25, 2016 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income $ 50,125 $ 2,434 $ 79,025 $ (80,106 ) $ 51,478 Other comprehensive income (loss): Foreign currency translation (969 ) (773 ) 32 741 (969 ) Total comprehensive income 49,156 1,661 79,057 (79,365 ) 50,509 Comprehensive income attributable to noncontrolling interests — 1,353 — — 1,353 Comprehensive income attributable to Central Garden & Pet Company $ 49,156 $ 308 $ 79,057 $ (79,365 ) $ 49,156 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Nine Months Ended June 27, 2015 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income $ 36,340 $ 2,828 $ 60,123 $ (61,881 ) $ 37,410 Other comprehensive loss: Unrealized loss on securities (10 ) — — — (10 ) Reclassification of realized loss on securities included in net income 20 — — — 20 Foreign currency translation (563 ) (244 ) (244 ) 488 (563 ) Total comprehensive income 35,787 2,584 59,879 (61,393 ) 36,857 Comprehensive income attributable to noncontrolling interests — 1,070 — — 1,070 Comprehensive income attributable to Central Garden & Pet Company $ 35,787 $ 1,514 $ 59,879 $ (61,393 ) $ 35,787 |
Consolidating Condensed Balance Sheet | CONSOLIDATING CONDENSED BALANCE SHEET June 25, 2016 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 30,477 $ 8,675 $ 848 $ — $ 40,000 Restricted cash 12,029 — — — 12,029 Accounts receivable, net 74,162 9,395 158,397 — 241,954 Inventories 105,440 9,037 247,336 — 361,813 Prepaid expenses and other 20,543 1,039 23,493 — 45,075 Total current assets 242,651 28,146 430,074 — 700,871 Land, buildings, improvements and equipment, net 43,475 3,877 112,078 — 159,430 Goodwill 18,858 — 214,153 — 233,011 Other long-term assets 37,139 3,294 84,702 (1,540 ) 123,595 Intercompany receivable 31,005 — 478,780 (509,785 ) — Investment in subsidiaries 1,130,148 — — (1,130,148 ) — Total $ 1,503,276 $ 35,317 $ 1,319,787 $ (1,641,473 ) $ 1,216,907 LIABILITIES AND EQUITY Accounts payable $ 26,818 $ 6,210 $ 63,878 $ — $ 96,906 Accrued expenses 48,981 2,290 51,682 — 102,953 Current portion of long-term debt 154 — 376 — 530 Total current liabilities 75,953 8,500 115,936 — 200,389 Long-term debt 394,164 — 439 — 394,603 Intercompany payable 468,039 41,746 — (509,785 ) — Losses in excess of investment in subsidiaries — — 14,780 (14,780 ) — Other long-term obligations 9,036 — 56,479 (1,540 ) 63,975 Total Central Garden & Pet shareholders’ equity (deficit) 556,084 (16,785 ) 1,132,153 (1,115,368 ) 556,084 Noncontrolling interest — 1,856 — — 1,856 Total equity (deficit) 556,084 (14,929 ) 1,132,153 (1,115,368 ) 557,940 Total $ 1,503,276 $ 35,317 $ 1,319,787 $ (1,641,473 ) $ 1,216,907 CONSOLIDATING CONDENSED BALANCE SHEET June 27, 2015 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 30,640 $ 10,606 $ 2,595 $ — $ 43,841 Restricted cash 12,590 — — — 12,590 Short term investments — — — — — Accounts receivable, net 56,528 11,152 155,469 — 223,149 Inventories 86,211 14,409 239,613 — 340,233 Prepaid expenses and other 25,727 1,260 27,571 — 54,558 Total current assets 211,696 37,427 425,248 — 674,371 Land, buildings, improvements and equipment, net 54,176 3,540 105,253 — 162,969 Goodwill — — 209,089 — 209,089 Other long-term assets 28,255 3,877 80,193 (3,017 ) 109,308 Intercompany receivable 36,989 — 386,955 (423,944 ) — Investment in subsidiaries 1,042,817 — — (1,042,817 ) — Total $ 1,373,933 $ 44,844 $ 1,206,738 $ (1,469,778 ) $ 1,155,737 LIABILITIES AND EQUITY Accounts payable $ 28,927 $ 6,501 $ 54,995 $ — $ 90,423 Accrued expenses 59,275 2,928 47,867 — 110,070 Current portion of long-term debt 260 — 30 — 290 Total current liabilities 88,462 9,429 102,892 — 200,783 Long-term debt 396,322 — 73 — 396,395 Intercompany payable 377,284 46,660 — (423,944 ) — Losses in excess of investment in subsidiaries — — 12,324 (12,324 ) — Other long-term obligations 1,573 — 48,591 (3,017 ) 47,147 Total Central Garden & Pet shareholders’ equity (deficit) 510,292 (12,365 ) 1,042,858 (1,030,493 ) 510,292 Noncontrolling interest — 1,120 — — 1,120 Total equity (deficit) 510,292 (11,245 ) 1,042,858 (1,030,493 ) 511,412 Total $ 1,373,933 $ 44,844 $ 1,206,738 $ (1,469,778 ) $ 1,155,737 CONSOLIDATING CONDENSED BALANCE SHEET September 26, 2015 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 36,280 $ 10,022 $ 1,282 $ — $ 47,584 Restricted cash 13,157 — — — 13,157 Accounts receivable, net 46,326 6,775 154,301 — 207,402 Inventories 86,109 11,690 238,147 — 335,946 Prepaid expenses and other assets 22,926 848 25,957 — 49,731 Total current assets 204,798 29,335 419,687 — 653,820 Land, buildings, improvements and equipment, net 51,409 3,663 107,737 — 162,809 Goodwill — — 209,089 — 209,089 Other long-term assets 25,881 3,662 82,436 (6,100 ) 105,879 Intercompany receivable 32,695 — 415,001 (447,696 ) — Investment in subsidiaries 1,052,644 — — (1,052,644 ) — Total $ 1,367,427 $ 36,660 $ 1,233,950 $ (1,506,440 ) $ 1,131,597 LIABILITIES AND EQUITY Accounts payable $ 20,506 $ 2,543 $ 65,840 $ — $ 88,889 Accrued expenses and other liabilities 38,723 1,789 47,212 — 87,724 Current portion of long term debt 261 — 30 — 291 Total current liabilities 59,490 4,332 113,082 — 176,904 Long-term debt 396,626 — 65 — 396,691 Intercompany payable 404,255 43,441 — (447,696 ) — Losses in excess of investment in subsidiaries — — 11,867 (11,867 ) — Other long-term obligations 1,770 — 55,952 (6,100 ) 51,622 Total Central Garden & Pet shareholders’ equity (deficit) 505,286 (12,207 ) 1,052,984 (1,040,777 ) 505,286 Noncontrolling interest — 1,094 — — 1,094 Total equity (deficit) 505,286 (11,113 ) 1,052,984 (1,040,777 ) 506,380 Total $ 1,367,427 $ 36,660 $ 1,233,950 $ (1,506,440 ) $ 1,131,597 |
Consolidating Condensed Statement of Cash Flows | CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Nine Months Ended June 25, 2016 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ 4,127 $ 6,082 $ 84,258 $ (4,884 ) $ 89,583 Additions to property, plant and equipment (1,876 ) (577 ) (17,033 ) — (19,486 ) Payments to acquire companies, net of cash acquired (60,916 ) — (7,985 ) — (68,901 ) Proceeds from sale of plant assets — — 3,899 — 3,899 Change in restricted cash and cash equivalents 1,129 — — — 1,129 Other investing activities (550 ) — — — (550 ) Intercompany investing activities 1,689 — (63,778 ) 62,089 — Net cash used by investing activities (60,524 ) (577 ) (84,897 ) 62,089 (83,909 ) Repayments on revolving line of credit (419,000 ) — — — (419,000 ) Borrowings on revolving line of credit 419,000 — — — 419,000 Repayments of long-term debt (400,208 ) — (22 ) — (400,230 ) Issuance of long-term debt 400,000 — — — 400,000 Excess tax benefits from stock-based awards 4,726 — — — 4,726 Proceeds from issuance of common stock 280 280 Repurchase of common stock (9,429 ) — — — (9,429 ) Distribution to parent — (4,884 ) — 4,884 — Distribution to noncontrolling interest — (592 ) — — (592 ) Payment of financing costs (7,560 ) — — — (7,560 ) Intercompany financing activities 63,786 (1,697 ) — (62,089 ) — Net cash provided (used) by financing activities 51,595 (7,173 ) (22 ) (57,205 ) (12,805 ) Effect of exchange rates on cash (1,001 ) 321 227 — (453 ) Net increase (decrease) in cash and cash equivalents (5,803 ) (1,347 ) (434 ) — (7,584 ) Cash and cash equivalents at beginning of period 36,280 10,022 1,282 — 47,584 Cash and cash equivalents at end of period $ 30,477 $ 8,675 $ 848 $ — $ 40,000 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Nine Months Ended June 27, 2015 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ 6,844 $ 4,862 $ 51,610 $ (6,719 ) $ 56,597 Additions to property, plant and equipment (2,044 ) (180 ) (15,936 ) — (18,160 ) Payments to acquire companies, net of cash acquired (16,000 ) — — — (16,000 ) Proceeds from short-term investments 9,997 — — — 9,997 Change in restricted cash and cash equivalents 1,693 — — — 1,693 Investment in short-term investments (17 ) — — — (17 ) Other investing activities (489 ) — — — (489 ) Intercompany investing activities (20,083 ) — (35,533 ) 55,616 — Net cash used by investing activities (26,943 ) (180 ) (51,469 ) 55,616 (22,976 ) Repayments of long-term debt (50,196 ) — (20 ) — (50,216 ) Borrowings under revolving line of credit 312,000 — — — 312,000 Repayments on revolving line of credit (312,000 ) — — — (312,000 ) Proceeds from issuance of common stock 2,148 — — — 2,148 Excess tax benefits from stock-based awards 685 — — — 685 Repurchase of common stock (19,021 ) — — — (19,021 ) Distribution to parent — (6,719 ) — 6,719 — Distribution to noncontrolling interest — (1,680 ) — — (1,680 ) Intercompany financing activities 53,971 1,645 — (55,616 ) — Net cash used by financing activities (12,413 ) (6,754 ) (20 ) (48,897 ) (68,084 ) Effect of exchange rates on cash (319 ) (128 ) 75 — (372 ) Net increase decrease in cash and cash equivalents (32,831 ) (2,200 ) 196 — (34,835 ) Cash and cash equivalents at beginning of year 63,471 12,806 2,399 — 78,676 Cash and cash equivalents at end of year $ 30,640 $ 10,606 $ 2,595 $ — $ 43,841 |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) - USD ($) | Jun. 25, 2016 | Jun. 27, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Outstanding derivative instruments | $ 0 | $ 0 |
Subsidiaries | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Noncontrolling interest owned by the subsidiary | 20.00% |
Basis of Presentation - Schedul
Basis of Presentation - Schedule of Effects of Reclassifying Debt Issuance Costs from Long Term Assets to a Direct Deduction from Carrying Amount of Related Debt Liability (Details) - USD ($) $ in Thousands | Jun. 25, 2016 | Sep. 26, 2015 | Jun. 27, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Other assets | $ 28,525 | $ 30,419 | $ 25,467 |
Total assets | 1,216,907 | 1,131,597 | 1,155,737 |
Long-term debt | 394,603 | 396,691 | 396,395 |
Total liabilities and equity | $ 1,216,907 | 1,131,597 | 1,155,737 |
Previously Reported September 26, 2015 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Other assets | 33,576 | 28,951 | |
Total assets | 1,134,754 | 1,159,221 | |
Long-term debt | 399,848 | 399,879 | |
Total liabilities and equity | 1,134,754 | 1,159,221 | |
Reclassifications | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Other assets | (3,157) | (3,484) | |
Total assets | (3,157) | (3,484) | |
Long-term debt | (3,157) | (3,484) | |
Total liabilities and equity | $ (3,157) | $ (3,484) |
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. 25, 2016 | Sep. 26, 2015 | Jun. 27, 2015 |
Liabilities: | |||
Total liabilities | $ 6,355 | $ 3,625 | $ 4,343 |
Liability for Contingent Consideration | |||
Liabilities: | |||
Total liabilities | 6,355 | 3,625 | 4,343 |
Level 1 | |||
Liabilities: | |||
Total liabilities | 0 | 0 | 0 |
Level 1 | Liability for Contingent Consideration | |||
Liabilities: | |||
Total liabilities | 0 | 0 | 0 |
Level 2 | |||
Liabilities: | |||
Total liabilities | 0 | 0 | 0 |
Level 2 | Liability for Contingent Consideration | |||
Liabilities: | |||
Total liabilities | 0 | 0 | 0 |
Level 3 | |||
Liabilities: | |||
Total liabilities | 6,355 | 3,625 | 4,343 |
Level 3 | Liability for Contingent Consideration | |||
Liabilities: | |||
Total liabilities | $ 6,355 | $ 3,625 | $ 4,343 |
Fair Value Measurements - Sum34
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Financial Instruments (Details) - Level 3 - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 25, 2016 | Jun. 27, 2015 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 3,625 | $ 4,414 |
Estimated contingent performance-based consideration established at the time of acquisition | 2,590 | |
Changes in the fair value of contingent performance-based payments established at the time of acquisition | 140 | (71) |
Ending balance | $ 6,355 | $ 4,343 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | Nov. 09, 2015 | Dec. 26, 2015 | Jan. 31, 2015 | Jun. 25, 2016 | Sep. 26, 2015 | Jun. 27, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Carrying value of senior subordinated notes | $ 395,133,000 | $ 396,982,000 | $ 396,685,000 | |||
Senior Notes | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Redemption date of senior notes | Dec. 31, 2015 | Mar. 1, 2015 | ||||
Debt redemption price percentage | 102.063% | 102.063% | ||||
Senior Notes | Carrying (Reported) Amount, Fair Value Disclosure | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Carrying value of senior subordinated notes | 396,500,000 | 396,200,000 | ||||
Senior Notes | Level 1 | Estimate of Fair Value Measurement | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Estimated fair value of senior subordinated notes due 2018 | 410,500,000 | 406,000,000 | ||||
Senior Notes | 6.125% Senior Notes Due in November 2023 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Carrying value of senior subordinated notes | $ 400,000,000 | 394,200,000 | ||||
Debt instrument interest rate stated, percentage | 6.125% | |||||
Debt instrument maturity period | Nov. 9, 2023 | |||||
Estimated fair value of senior notes | $ 417,000,000 | |||||
Senior Notes | 2018 Senior Notes | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt, redemption of principal amount | $ 400,000,000 | $ 50,000,000 | ||||
Debt, aggregate principal amount | $ 50,000,000 | $ 400,000,000 | $ 400,000,000 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Dec. 01, 2015 | Sep. 30, 2015 | Jul. 31, 2015 | Jun. 25, 2016 | Sep. 26, 2015 | Jun. 27, 2015 |
Business Acquisition [Line Items] | ||||||
Other intangible assets—net | $ 95,070 | $ 75,460 | $ 83,841 | |||
Goodwill | 233,011 | $ 209,089 | $ 209,089 | |||
IMS Trading Corp | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquired businesses | $ 23,000 | |||||
Goodwill | $ 1,365 | |||||
Hydro Organics Wholesale Inc | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquired businesses | $ 7,800 | |||||
Purchase price exceeded the estimated fiar value of assets acquired | 8,500 | |||||
Other intangible assets—net | 5,200 | |||||
Goodwill | $ 3,300 | |||||
National Consumers Outdoors Corp | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquired businesses | $ 61,000 | |||||
Goodwill | $ 18,900 | |||||
Future Performance | Hydro Organics Wholesale Inc | ||||||
Business Acquisition [Line Items] | ||||||
Contingent performance-based payments established at the time of acquisition | $ 2,600 |
Acquisitions - Schedule of IMS
Acquisitions - Schedule of IMS Trading Corp Acquisition (Details) - USD ($) $ in Thousands | Jul. 31, 2015 | Jun. 25, 2016 | Sep. 26, 2015 | Jun. 27, 2015 |
Amounts Assets and Liabilities Recognized | ||||
Goodwill | $ 233,011 | $ 209,089 | $ 209,089 | |
Measurement Period Adjustments | ||||
Goodwill | $ 23,900 | |||
IMS Trading Corp | ||||
Amounts Assets and Liabilities Recognized | ||||
Current assets, net of cash and cash equivalents acquired | $ 20,773 | |||
Fixed assets | 1,670 | |||
Goodwill | 1,365 | |||
Other assets | 0 | |||
Other intangible assets, net | 4,510 | |||
Current liabilities | (5,100) | |||
Net assets acquired, less cash and cash equivalents | 23,218 | |||
Measurement Period Adjustments | ||||
Current assets, net of cash and cash equivalents acquired | 315 | |||
Fixed assets | 0 | |||
Goodwill | 1,365 | |||
Other assets | (5,356) | |||
Other intangible assets, net | 4,510 | |||
Current liabilities | 0 | |||
Net assets acquired, less cash and cash equivalents | 834 | |||
Amounts Previously Recognized | IMS Trading Corp | ||||
Amounts Assets and Liabilities Recognized | ||||
Current assets, net of cash and cash equivalents acquired | 20,458 | |||
Fixed assets | 1,670 | |||
Goodwill | 0 | |||
Other assets | 5,356 | |||
Other intangible assets, net | 0 | |||
Current liabilities | (5,100) | |||
Net assets acquired, less cash and cash equivalents | $ 22,384 |
Inventories, net - Summary of I
Inventories, net - Summary of Inventories, Net of Allowance for Obsolescence (Details) - USD ($) $ in Thousands | Jun. 25, 2016 | Sep. 26, 2015 | Jun. 27, 2015 |
Inventory, Net [Abstract] | |||
Raw materials | $ 110,095 | $ 94,969 | $ 98,293 |
Work in progress | 16,604 | 15,268 | 16,624 |
Finished goods | 225,814 | 215,673 | 216,668 |
Supplies | 9,300 | 10,036 | 8,648 |
Total inventories, net | $ 361,813 | $ 335,946 | $ 340,233 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) $ in Millions | 9 Months Ended |
Jun. 25, 2016USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Increase in goodwill from acquisitions finalized during the period | $ 23.9 |
Other Intangible Assets - Compo
Other Intangible Assets - Components of Gross and Net Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 25, 2016 | Sep. 26, 2015 | Jun. 27, 2015 |
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | $ 168,557 | $ 144,097 | $ 144,120 |
Accumulated Amortization | (48,095) | (43,245) | (42,159) |
Accumulated Impairment | (25,392) | (25,392) | (18,120) |
Net Carrying Value | 95,070 | 75,460 | 83,841 |
Marketing-Related Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 77,890 | 73,726 | 73,721 |
Accumulated Amortization | (11,071) | (10,445) | (10,359) |
Accumulated Impairment | (24,192) | (24,192) | (16,920) |
Net Carrying Value | 42,627 | 39,089 | 46,442 |
Other Acquired Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 28,594 | 27,098 | 27,126 |
Accumulated Amortization | (11,214) | (10,538) | (10,049) |
Accumulated Impairment | (1,200) | (1,200) | (1,200) |
Net Carrying Value | 16,180 | 15,360 | 15,877 |
Amortizable | Marketing-Related Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 14,893 | 14,106 | 14,101 |
Accumulated Amortization | (11,071) | (10,445) | (10,359) |
Accumulated Impairment | 0 | 0 | 0 |
Net Carrying Value | 3,822 | 3,661 | 3,742 |
Amortizable | Customer-Related Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 62,073 | 43,273 | 43,273 |
Accumulated Amortization | (25,810) | (22,262) | (21,751) |
Accumulated Impairment | 0 | 0 | 0 |
Net Carrying Value | 36,263 | 21,011 | 21,522 |
Amortizable | Other Acquired Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 20,814 | 19,303 | 19,313 |
Accumulated Amortization | (11,214) | (10,538) | (10,049) |
Accumulated Impairment | 0 | 0 | 0 |
Net Carrying Value | 9,600 | 8,765 | 9,264 |
Nonamortizable | Marketing-Related Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 62,997 | 59,620 | 59,620 |
Accumulated Amortization | 0 | 0 | 0 |
Accumulated Impairment | (24,192) | (24,192) | (16,920) |
Net Carrying Value | 38,805 | 35,428 | 42,700 |
Nonamortizable | Other Acquired Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 7,780 | 7,795 | 7,813 |
Accumulated Amortization | 0 | 0 | 0 |
Accumulated Impairment | (1,200) | (1,200) | (1,200) |
Net Carrying Value | $ 6,580 | $ 6,595 | $ 6,613 |
Other Intangible Assets - Narra
Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | Sep. 26, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Indefinite-lived intangible assets, impairment charge | $ 7.3 | ||||
Fair value of indefinite-lived intangible assets exceeds carrying value | $ 15 | ||||
Amortization expense for intangibles | $ 2.7 | $ 1.4 | $ 4.9 | $ 3.3 | |
Estimated annual amortization expense related to acquired intangible assets, 2016 | 5 | 5 | |||
Estimated annual amortization expense related to acquired intangible assets, 2017 | 5 | 5 | |||
Estimated annual amortization expense related to acquired intangible assets, 2018 | 5 | 5 | |||
Estimated annual amortization expense related to acquired intangible assets, 2019 | 5 | 5 | |||
Estimated annual amortization expense related to acquired intangible assets, 2020 | $ 5 | $ 5 | |||
Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average remaining lives of acquired intangible assets | 1 year | ||||
Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average remaining lives of acquired intangible assets | 25 years | ||||
Marketing-Related Intangible Assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average remaining lives of acquired intangible assets | 6 years | ||||
Customer-Related Intangible Assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average remaining lives of acquired intangible assets | 12 years | ||||
Other Acquired Intangible Assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average remaining lives of acquired intangible assets | 13 years |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-term Debt (Details) - USD ($) | Jun. 25, 2016 | Nov. 09, 2015 | Sep. 26, 2015 | Jun. 27, 2015 |
Debt Instrument [Line Items] | ||||
Total | $ 395,133,000 | $ 396,982,000 | $ 396,685,000 | |
Less current portion | (530,000) | (291,000) | (290,000) | |
Long-term portion | 394,603,000 | 396,691,000 | 396,395,000 | |
Senior Notes | Senior Notes, Interest at 6.125%, Payable Semi-annually, Principal Due May 2023 | ||||
Debt Instrument [Line Items] | ||||
Notes | 400,000,000 | $ 400,000,000 | 0 | 0 |
Senior Subordinated Notes | Senior Subordinated Notes, Interest at 8.25%, Payable Semi-annually, Repaid in December 2015 | ||||
Debt Instrument [Line Items] | ||||
Notes | 0 | 400,000,000 | 400,000,000 | |
Senior and Subordinated Notes | ||||
Debt Instrument [Line Items] | ||||
Unamortized discount | 0 | (309,000) | (336,000) | |
Unamortized debt issuance costs | (5,834,000) | (3,157,000) | (3,484,000) | |
Total | 394,166,000 | 396,534,000 | 396,180,000 | |
Asset-based Revolving Credit Facility, 2018 | ||||
Debt Instrument [Line Items] | ||||
Total | 0 | 0 | 0 | |
Asset-based Revolving Credit Facility, 2021 | ||||
Debt Instrument [Line Items] | ||||
Total | 0 | 0 | 0 | |
Other notes payable | ||||
Debt Instrument [Line Items] | ||||
Total | $ 967,000 | $ 448,000 | $ 505,000 |
Long-Term Debt - Long-Term Debt
Long-Term Debt - Long-Term Debt (Phantom) (Details) | 3 Months Ended | 9 Months Ended | |
Jun. 25, 2016 | Jun. 25, 2016 | Nov. 09, 2015 | |
Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.50% or Base Rate plus a margin of 0.25% to 0.50%, final maturity April 2021 | |||
Components of long-term debt | |||
Debt instrument maturity period | Apr. 1, 2021 | ||
Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.75% or Base Rate plus a margin of 0.25% to 0.75%, final maturity December 2018 | |||
Components of long-term debt | |||
Debt instrument maturity period | Dec. 31, 2018 | ||
Base Rate Borrowings | Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.50% or Base Rate plus a margin of 0.25% to 0.50%, final maturity April 2021 | |||
Components of long-term debt | |||
Applicable interest margin rate on the credit facility | 0.25% | ||
LIBOR-Based Borrowings | Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.50% or Base Rate plus a margin of 0.25% to 0.50%, final maturity April 2021 | |||
Components of long-term debt | |||
Applicable interest margin rate on the credit facility | 1.25% | ||
Minimum | Base Rate Borrowings | Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.50% or Base Rate plus a margin of 0.25% to 0.50%, final maturity April 2021 | |||
Components of long-term debt | |||
Applicable interest margin rate on the credit facility | 0.25% | ||
Minimum | Base Rate Borrowings | Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.75% or Base Rate plus a margin of 0.25% to 0.75%, final maturity December 2018 | |||
Components of long-term debt | |||
Applicable interest margin rate on the credit facility | 0.25% | ||
Minimum | LIBOR-Based Borrowings | Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.50% or Base Rate plus a margin of 0.25% to 0.50%, final maturity April 2021 | |||
Components of long-term debt | |||
Applicable interest margin rate on the credit facility | 1.25% | ||
Minimum | LIBOR-Based Borrowings | Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.75% or Base Rate plus a margin of 0.25% to 0.75%, final maturity December 2018 | |||
Components of long-term debt | |||
Applicable interest margin rate on the credit facility | 1.25% | ||
Maximum | Base Rate Borrowings | Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.50% or Base Rate plus a margin of 0.25% to 0.50%, final maturity April 2021 | |||
Components of long-term debt | |||
Applicable interest margin rate on the credit facility | 0.50% | ||
Maximum | Base Rate Borrowings | Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.75% or Base Rate plus a margin of 0.25% to 0.75%, final maturity December 2018 | |||
Components of long-term debt | |||
Applicable interest margin rate on the credit facility | 0.75% | ||
Maximum | LIBOR-Based Borrowings | Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.50% or Base Rate plus a margin of 0.25% to 0.50%, final maturity April 2021 | |||
Components of long-term debt | |||
Applicable interest margin rate on the credit facility | 1.50% | ||
Maximum | LIBOR-Based Borrowings | Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.75% or Base Rate plus a margin of 0.25% to 0.75%, final maturity December 2018 | |||
Components of long-term debt | |||
Applicable interest margin rate on the credit facility | 1.75% | ||
Senior Notes, Interest at 6.125%, Payable Semi-annually, Principal Due May 2023 | Senior Notes | |||
Components of long-term debt | |||
Debt instrument interest rate stated, percentage | 6.125% | 6.125% | 6.125% |
Debt instrument maturity period | May 1, 2023 | ||
Senior Subordinated Notes, Interest at 8.25%, Payable Semi-annually, Repaid in December 2015 | Senior Notes | |||
Components of long-term debt | |||
Debt instrument interest rate stated, percentage | 8.25% | 8.25% | |
Debt instrument maturity period | Dec. 1, 2015 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | Apr. 22, 2016USD ($) | Dec. 26, 2015USD ($) | Nov. 09, 2015USD ($) | Dec. 26, 2015USD ($) | Jan. 31, 2015 | Jun. 25, 2016USD ($) | Jun. 27, 2015USD ($) | Jun. 25, 2016USD ($) | Jun. 27, 2015USD ($) | Sep. 26, 2015USD ($) |
Components of long-term debt | ||||||||||
Interest expense | $ 6,964,000 | $ 8,978,000 | $ 36,205,000 | $ 31,357,000 | ||||||
Non-cash charge | 3,337,000 | 537,000 | ||||||||
Letter of Credit | ||||||||||
Components of long-term debt | ||||||||||
Letters of credit outstanding | $ 6,000,000 | $ 6,000,000 | ||||||||
Senior Notes | ||||||||||
Components of long-term debt | ||||||||||
Debt redemption price percentage | 102.063% | 102.063% | ||||||||
Asset-based Revolving Credit Facility, 2021 | ||||||||||
Components of long-term debt | ||||||||||
Maturity date of senior subordinated notes | Apr. 1, 2021 | |||||||||
Debt interest terms | Borrowings under the Credit Facility bear interest at an index based on LIBOR or, at the option of the Company, the Base Rate (defined as the highest of (a) the SunTrust prime rate, (b) the Federal Funds Rate plus 0.5% and (c) one-month LIBOR plus 1.00%), plus, in either case, an applicable margin based on the Company’s total outstanding borrowings. Such applicable margin for LIBOR-based borrowings fluctuates between 1.25%-1.75% (and was 1.25% at December 26, 2015) and such applicable margin for Base Rate borrowings fluctuates between 0.25%-0.75% (and was 0.25% at December 26, 2015). | |||||||||
Credit facility alternative base rate computation option three | One-month LIBOR plus 1.00%), plus, in either case, an applicable margin based on the Company's total outstanding borrowings. | |||||||||
Credit facility alternative base rate computation option one | SunTrust prime rate | |||||||||
Credit facility alternative base rate computation option two | Federal Funds Rate plus 0.5% | |||||||||
Asset-based Revolving Credit Facility, 2021 | LIBOR-Based Borrowings | ||||||||||
Components of long-term debt | ||||||||||
Applicable interest margin rate on the credit facility | 1.25% | |||||||||
Applicable interest rate on the credit facility | 1.69% | 1.69% | ||||||||
Asset-based Revolving Credit Facility, 2021 | Base Rate Borrowings | ||||||||||
Components of long-term debt | ||||||||||
Applicable interest margin rate on the credit facility | 0.25% | |||||||||
Applicable interest rate on the credit facility | 3.75% | 3.75% | ||||||||
Asset-based Revolving Credit Facility, 2021 | Minimum | LIBOR-Based Borrowings | ||||||||||
Components of long-term debt | ||||||||||
Applicable interest margin rate on the credit facility | 1.25% | |||||||||
Asset-based Revolving Credit Facility, 2021 | Minimum | Base Rate Borrowings | ||||||||||
Components of long-term debt | ||||||||||
Applicable interest margin rate on the credit facility | 0.25% | |||||||||
Asset-based Revolving Credit Facility, 2021 | Maximum | LIBOR-Based Borrowings | ||||||||||
Components of long-term debt | ||||||||||
Applicable interest margin rate on the credit facility | 1.50% | |||||||||
Asset-based Revolving Credit Facility, 2021 | Maximum | Base Rate Borrowings | ||||||||||
Components of long-term debt | ||||||||||
Applicable interest margin rate on the credit facility | 0.50% | |||||||||
Asset-based Revolving Credit Facility, 2021 | Revolving Credit Facility | ||||||||||
Components of long-term debt | ||||||||||
Debt issuance cost | $ 1,200,000 | |||||||||
Credit facility, maximum principal amount | $ 400,000,000 | |||||||||
Credit facility, additional borrowings available | 200,000,000 | |||||||||
Line of credit outstanding borrowings | 0 | $ 0 | ||||||||
Credit facility, available capacity | $ 400,000,000 | |||||||||
Debt instrument fixed charge coverage ratio | 1 | |||||||||
Asset-based Revolving Credit Facility, 2021 | Revolving Credit Facility | Federal Funds Rate | ||||||||||
Components of long-term debt | ||||||||||
Applicable interest margin rate on the credit facility | 0.50% | |||||||||
Asset-based Revolving Credit Facility, 2021 | Revolving Credit Facility | One-Month LIBOR | ||||||||||
Components of long-term debt | ||||||||||
Applicable interest margin rate on the credit facility | 1.00% | |||||||||
Asset-based Revolving Credit Facility, 2021 | Revolving Credit Facility | Minimum | LIBOR-Based Borrowings | ||||||||||
Components of long-term debt | ||||||||||
Applicable interest margin rate on the credit facility | 1.25% | |||||||||
Asset-based Revolving Credit Facility, 2021 | Revolving Credit Facility | Minimum | Base Rate Borrowings | ||||||||||
Components of long-term debt | ||||||||||
Applicable interest margin rate on the credit facility | 0.25% | |||||||||
Asset-based Revolving Credit Facility, 2021 | Revolving Credit Facility | Maximum | LIBOR-Based Borrowings | ||||||||||
Components of long-term debt | ||||||||||
Applicable interest margin rate on the credit facility | 1.50% | |||||||||
Asset-based Revolving Credit Facility, 2021 | Revolving Credit Facility | Maximum | Base Rate Borrowings | ||||||||||
Components of long-term debt | ||||||||||
Applicable interest margin rate on the credit facility | 0.50% | |||||||||
Asset-based Revolving Credit Facility, 2021 | Letter of Credit | ||||||||||
Components of long-term debt | ||||||||||
Letters of credit outstanding | 0 | 0 | ||||||||
Senior Notes, Interest at 6.125%, Payable Semi-annually, Principal Due May 2023 | Senior Notes | ||||||||||
Components of long-term debt | ||||||||||
Aggregate principal amount of debt | $ 400,000,000 | $ 400,000,000 | $ 0 | $ 400,000,000 | $ 0 | $ 0 | ||||
Debt instrument interest rate stated, percentage | 6.125% | 6.125% | 6.125% | |||||||
Maturity date of senior subordinated notes | May 1, 2023 | |||||||||
Debt issuance cost | $ 6,300,000 | |||||||||
Senior Subordinated Notes, Interest at 8.25%, Payable Semi-annually, Principal Due March 2018 | Senior Notes | ||||||||||
Components of long-term debt | ||||||||||
Aggregate principal amount of debt | $ 400,000,000 | $ 400,000,000 | ||||||||
Debt instrument interest rate stated, percentage | 8.25% | 8.25% | ||||||||
Maturity date of senior subordinated notes | Mar. 1, 2018 | |||||||||
Senior Subordinated Notes, Interest at 8.25%, Payable Semi-annually, Principal Due March 2018 | Senior Subordinated Notes | ||||||||||
Components of long-term debt | ||||||||||
Debt redemption price percentage | 102.063% | |||||||||
Call premium payment | $ 8,300,000 | |||||||||
One-time payment of overlapping interest expense period | 30 days | |||||||||
Interest expense | $ 2,700,000 | |||||||||
Non-cash charge | $ 3,300,000 | |||||||||
6.125% Senior Notes Due in November 2023 | ||||||||||
Components of long-term debt | ||||||||||
Redemption percentage | 35.00% | |||||||||
6.125% Senior Notes Due in November 2023 | Prior to November 15, 2018 | ||||||||||
Components of long-term debt | ||||||||||
Debt redemption price percentage | 106.125% | |||||||||
6.125% Senior Notes Due in November 2023 | On or after November 15, 2018 | ||||||||||
Components of long-term debt | ||||||||||
Debt redemption price percentage | 104.594% | |||||||||
6.125% Senior Notes Due in November 2023 | On or after November 15, 2019 | ||||||||||
Components of long-term debt | ||||||||||
Debt redemption price percentage | 103.063% | |||||||||
6.125% Senior Notes Due in November 2023 | On or after November 15, 2020 | ||||||||||
Components of long-term debt | ||||||||||
Debt redemption price percentage | 101.531% | |||||||||
6.125% Senior Notes Due in November 2023 | On or after November 15, 2021 | ||||||||||
Components of long-term debt | ||||||||||
Debt redemption price percentage | 100.00% | |||||||||
6.125% Senior Notes Due in November 2023 | Upon Change Of Control | ||||||||||
Components of long-term debt | ||||||||||
Debt redemption price percentage | 101.00% | |||||||||
6.125% Senior Notes Due in November 2023 | Senior Notes | ||||||||||
Components of long-term debt | ||||||||||
Debt instrument interest rate stated, percentage | 6.125% | |||||||||
Maturity date of senior subordinated notes | Nov. 9, 2023 |
Supplemental Equity Informati45
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. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | |
Class of Stock [Line Items] | ||||
Beginning balance | $ 506,380 | $ 486,453 | ||
Comprehensive income | $ 26,389 | $ 19,738 | 50,509 | 36,857 |
Amortization of share-based awards | 4,796 | 4,513 | ||
Restricted share activity | (1,229) | (1,200) | ||
Issuance of common stock, including net share settlement of stock options | (6,647) | 907 | ||
Repurchase of common stock | (15,123) | |||
Tax benefit on stock option exercise, net of tax deficiency | 4,722 | 685 | ||
Distribution to Noncontrolling interest | (592) | (1,680) | ||
Other | 1 | |||
Ending balance | 557,940 | 511,412 | 557,940 | 511,412 |
Additional Paid In Capital | ||||
Class of Stock [Line Items] | ||||
Beginning balance | 388,636 | 396,586 | ||
Amortization of share-based awards | 4,796 | 4,513 | ||
Restricted share activity | (1,230) | (1,200) | ||
Issuance of common stock, including net share settlement of stock options | (6,654) | 904 | ||
Repurchase of common stock | (12,726) | |||
Tax benefit on stock option exercise, net of tax deficiency | 4,722 | 685 | ||
Ending balance | 390,270 | 388,762 | 390,270 | 388,762 |
Retained Earnings | ||||
Class of Stock [Line Items] | ||||
Beginning balance | 115,987 | 86,396 | ||
Comprehensive income | 50,125 | 36,340 | ||
Repurchase of common stock | (2,380) | |||
Ending balance | 166,112 | 120,356 | 166,112 | 120,356 |
Accumulated Other Comprehensive Income | ||||
Class of Stock [Line Items] | ||||
Beginning balance | 164 | 1,232 | ||
Comprehensive income | (969) | (553) | ||
Ending balance | (805) | 679 | (805) | 679 |
Total | ||||
Class of Stock [Line Items] | ||||
Beginning balance | 505,286 | 484,723 | ||
Comprehensive income | 49,156 | 35,787 | ||
Amortization of share-based awards | 4,796 | 4,513 | ||
Restricted share activity | (1,229) | (1,200) | ||
Issuance of common stock, including net share settlement of stock options | (6,647) | 907 | ||
Repurchase of common stock | (15,123) | |||
Tax benefit on stock option exercise, net of tax deficiency | 4,722 | 685 | ||
Ending balance | 556,084 | 510,292 | 556,084 | 510,292 |
Noncontrolling Interest | ||||
Class of Stock [Line Items] | ||||
Beginning balance | 1,094 | 1,730 | ||
Comprehensive income | 1,353 | 1,070 | ||
Distribution to Noncontrolling interest | (592) | (1,680) | ||
Other | 1 | |||
Ending balance | 1,856 | 1,120 | 1,856 | 1,120 |
Common Stock | ||||
Class of Stock [Line Items] | ||||
Beginning balance | 119 | 124 | ||
Issuance of common stock, including net share settlement of stock options | 1 | |||
Repurchase of common stock | (5) | |||
Ending balance | 120 | 119 | 120 | 119 |
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Beginning balance | 364 | 369 | ||
Restricted share activity | 1 | 0 | ||
Issuance of common stock, including net share settlement of stock options | 6 | 3 | ||
Repurchase of common stock | (12) | |||
Ending balance | 371 | 360 | 371 | 360 |
Class B Stock | ||||
Class of Stock [Line Items] | ||||
Beginning balance | 16 | 16 | ||
Ending balance | $ 16 | $ 16 | $ 16 | $ 16 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Jun. 25, 2016 | Jun. 27, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Tax benefit associated with share-based compensation expense | $ 2.2 | $ 2.1 |
Selling, General and Administrative Expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 6.1 | $ 6 |
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. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | |
Basic EPS: | ||||
Net income attributable to Central Garden & Pet Company | $ 26,030 | $ 18,800 | $ 50,125 | $ 36,340 |
Weighted average shares, basic | 49,120 | 48,167 | 48,801 | 48,642 |
Earnings per share, basic (in dollars per share) | $ 0.53 | $ 0.39 | $ 1.03 | $ 0.75 |
Earnings Per Share, Diluted [Abstract] | ||||
Net income available to common shareholders | $ 26,030 | $ 18,800 | $ 50,125 | $ 36,340 |
Weighted average shares, diluted | 51,063 | 49,290 | 50,743 | 49,496 |
Earnings per share, diluted (in dollars per share) | $ 0.51 | $ 0.38 | $ 0.99 | $ 0.73 |
Options to purchase common stock | ||||
Effect of dilutive securities: | ||||
Effective of dilutive securities, in shares | 1,211 | 538 | 1,201 | 309 |
Effect of dilutive securities (in dollars per share) | $ (0.01) | $ 0 | $ (0.03) | $ (0.01) |
Restricted shares | ||||
Effect of dilutive securities: | ||||
Effective of dilutive securities, in shares | 732 | 585 | 741 | 545 |
Effect of dilutive securities (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - $ / shares shares in Millions | 3 Months Ended | 9 Months Ended | |
Jun. 27, 2015 | Jun. 27, 2015 | Jun. 25, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of options to purchase common stock outstanding | 7.4 | 7.4 | 4.5 |
Options to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of options excluded from the computation of diluted earnings per share | 3.2 | 4.8 | |
Minimum | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Options to purchase common stock price per share | $ 6.43 | $ 6.43 | $ 6.43 |
Maximum | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Options to purchase common stock price per share | $ 15 | $ 15 | $ 15.56 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 9 Months Ended |
Jun. 25, 2016Segment | |
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. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | Sep. 26, 2015 | |
Net sales: | |||||
Net sales | $ 514,544 | $ 459,446 | $ 1,415,605 | $ 1,264,368 | |
Income (loss) from operations: | |||||
Income from operations | 48,185 | 38,993 | 116,361 | 90,102 | |
Interest expense - net | (6,921) | (8,971) | (36,131) | (31,261) | |
Other income (expense) | 318 | 585 | (243) | 96 | |
Income tax expense | 14,916 | 11,484 | 28,509 | 21,527 | |
Income including noncontrolling interest | 26,666 | 19,123 | 51,478 | 37,410 | |
Net income attributable to noncontrolling interest | 636 | 323 | 1,353 | 1,070 | |
Net income attributable to Central Garden & Pet Company | 26,030 | 18,800 | 50,125 | 36,340 | |
Depreciation and amortization: | |||||
Depreciation and amortization | 11,084 | 8,262 | 29,286 | 25,076 | |
Assets: | |||||
Total assets | 1,216,907 | 1,155,737 | 1,216,907 | 1,155,737 | $ 1,131,597 |
Goodwill (included in corporate assets above): | |||||
Goodwill | 233,011 | 209,089 | 233,011 | 209,089 | 209,089 |
Operating Segments | |||||
Goodwill (included in corporate assets above): | |||||
Goodwill | 233,011 | 209,089 | 233,011 | 209,089 | 209,089 |
Operating Segments | Pet segment | |||||
Net sales: | |||||
Net sales | 287,213 | 238,126 | 811,203 | 658,931 | |
Income (loss) from operations: | |||||
Income from operations | 38,759 | 32,939 | 97,363 | 80,565 | |
Depreciation and amortization: | |||||
Depreciation and amortization | 6,700 | 3,891 | 16,120 | 11,710 | |
Assets: | |||||
Total assets | 523,281 | 450,198 | 523,281 | 450,198 | 465,171 |
Goodwill (included in corporate assets above): | |||||
Goodwill | 229,713 | 209,089 | 229,713 | 209,089 | 209,089 |
Operating Segments | Garden segment | |||||
Net sales: | |||||
Net sales | 227,331 | 221,320 | 604,402 | 605,437 | |
Income (loss) from operations: | |||||
Income from operations | 26,452 | 23,458 | 67,605 | 59,248 | |
Depreciation and amortization: | |||||
Depreciation and amortization | 1,542 | 1,465 | 4,586 | 4,514 | |
Assets: | |||||
Total assets | 327,768 | 352,147 | 327,768 | 352,147 | 310,981 |
Goodwill (included in corporate assets above): | |||||
Goodwill | 3,298 | 0 | 3,298 | 0 | 0 |
Corporate | |||||
Income (loss) from operations: | |||||
Income from operations | (17,026) | (17,404) | (48,607) | (49,711) | |
Depreciation and amortization: | |||||
Depreciation and amortization | 2,842 | 2,906 | 8,580 | 8,852 | |
Assets: | |||||
Total assets | $ 365,858 | $ 353,392 | $ 365,858 | $ 353,392 | $ 355,445 |
Consolidating Condensed Finan51
Consolidating Condensed Financial Information of Guarantor Subsidiaries - Narrative (Details) | 9 Months Ended |
Jun. 25, 2016 | |
Guarantor Subsidiaries | |
Condensed Financial Statements, Captions [Line Items] | |
Collective ownership percentage on guarantor subsidiaries | 100.00% |
Senior Notes | |
Condensed Financial Statements, Captions [Line Items] | |
Senior subordinated notes, maturity year | 2,023 |
Consolidating Condensed Finan52
Consolidating Condensed Financial Information of Guarantor Subsidiaries - Consolidating Condensed Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | $ 514,544 | $ 459,446 | $ 1,415,605 | $ 1,264,368 |
Cost of goods sold and occupancy | 350,799 | 317,409 | 982,735 | 884,288 |
Gross profit | 163,745 | 142,037 | 432,870 | 380,080 |
Selling, general and administrative expenses | 115,560 | 103,044 | 316,509 | 289,978 |
Income (loss) from operations | 48,185 | 38,993 | 116,361 | 90,102 |
Interest expense | (6,964) | (8,978) | (36,205) | (31,357) |
Interest income | 43 | 7 | 74 | 96 |
Other income (expense) | 318 | 585 | (243) | 96 |
Income before income taxes and noncontrolling interest | 41,582 | 30,607 | 79,987 | 58,937 |
Income tax expense (benefit) | 14,916 | 11,484 | 28,509 | 21,527 |
Equity in earnings of affiliates | 0 | 0 | 0 | 0 |
Income including noncontrolling interest | 26,666 | 19,123 | 51,478 | 37,410 |
Net income attributable to noncontrolling interest | 636 | 323 | 1,353 | 1,070 |
Net income attributable to Central Garden & Pet Company | 26,030 | 18,800 | 50,125 | 36,340 |
Parent | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 162,751 | 133,886 | 456,568 | 380,862 |
Cost of goods sold and occupancy | 128,517 | 104,121 | 360,745 | 296,568 |
Gross profit | 34,234 | 29,765 | 95,823 | 84,294 |
Selling, general and administrative expenses | 36,826 | 31,223 | 102,990 | 89,917 |
Income (loss) from operations | (2,592) | (1,458) | (7,167) | (5,623) |
Interest expense | (6,904) | (8,924) | (36,065) | (31,226) |
Interest income | 42 | 6 | 71 | 94 |
Other income (expense) | (108) | 318 | (286) | (359) |
Income before income taxes and noncontrolling interest | (9,562) | (10,058) | (43,447) | (37,114) |
Income tax expense (benefit) | (3,517) | (3,982) | (15,437) | (13,562) |
Equity in earnings of affiliates | 32,075 | 24,876 | 78,135 | 59,892 |
Income including noncontrolling interest | 26,030 | 18,800 | 50,125 | 36,340 |
Net income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Net income attributable to Central Garden & Pet Company | 26,030 | 18,800 | 50,125 | 36,340 |
Non- Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 28,052 | 31,291 | 73,324 | 86,048 |
Cost of goods sold and occupancy | 18,274 | 22,399 | 54,319 | 66,522 |
Gross profit | 9,778 | 8,892 | 19,005 | 19,526 |
Selling, general and administrative expenses | 5,380 | 5,461 | 14,283 | 14,799 |
Income (loss) from operations | 4,398 | 3,431 | 4,722 | 4,727 |
Interest expense | (53) | (52) | (133) | (128) |
Interest income | 1 | 1 | 3 | 2 |
Other income (expense) | (146) | 0 | (409) | 0 |
Income before income taxes and noncontrolling interest | 4,200 | 3,380 | 4,183 | 4,601 |
Income tax expense (benefit) | 1,552 | 1,265 | 1,749 | 1,773 |
Equity in earnings of affiliates | 0 | 0 | 0 | 0 |
Income including noncontrolling interest | 2,648 | 2,115 | 2,434 | 2,828 |
Net income attributable to noncontrolling interest | 636 | 323 | 1,353 | 1,070 |
Net income attributable to Central Garden & Pet Company | 2,012 | 1,792 | 1,081 | 1,758 |
Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 350,013 | 319,470 | 953,925 | 865,589 |
Cost of goods sold and occupancy | 228,343 | 214,110 | 631,251 | 584,604 |
Gross profit | 121,670 | 105,360 | 322,674 | 280,985 |
Selling, general and administrative expenses | 75,291 | 68,340 | 203,868 | 189,987 |
Income (loss) from operations | 46,379 | 37,020 | 118,806 | 90,998 |
Interest expense | (7) | (2) | (7) | (3) |
Interest income | 0 | 0 | 0 | 0 |
Other income (expense) | 572 | 267 | 452 | 455 |
Income before income taxes and noncontrolling interest | 46,944 | 37,285 | 119,251 | 91,450 |
Income tax expense (benefit) | 16,881 | 14,201 | 42,197 | 33,316 |
Equity in earnings of affiliates | 2,148 | 1,780 | 1,971 | 1,989 |
Income including noncontrolling interest | 32,211 | 24,864 | 79,025 | 60,123 |
Net income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Net income attributable to Central Garden & Pet Company | 32,211 | 24,864 | 79,025 | 60,123 |
Eliminations | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | (26,272) | (25,201) | (68,212) | (68,131) |
Cost of goods sold and occupancy | (24,335) | (23,221) | (63,580) | (63,406) |
Gross profit | (1,937) | (1,980) | (4,632) | (4,725) |
Selling, general and administrative expenses | (1,937) | (1,980) | (4,632) | (4,725) |
Income (loss) from operations | 0 | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 | 0 |
Interest income | 0 | 0 | 0 | 0 |
Other income (expense) | 0 | 0 | 0 | 0 |
Income before income taxes and noncontrolling interest | 0 | 0 | 0 | 0 |
Income tax expense (benefit) | 0 | 0 | 0 | 0 |
Equity in earnings of affiliates | (34,223) | (26,656) | (80,106) | (61,881) |
Income including noncontrolling interest | (34,223) | (26,656) | (80,106) | (61,881) |
Net income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Net income attributable to Central Garden & Pet Company | $ (34,223) | $ (26,656) | $ (80,106) | $ (61,881) |
Consolidating Condensed Finan53
Consolidating Condensed Financial Information of Guarantor Subsidiaries - Consolidating Condensed Statement of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | $ 26,666 | $ 19,123 | $ 51,478 | $ 37,410 |
Other comprehensive income (loss): | ||||
Unrealized loss on securities | 0 | 0 | 0 | (10) |
Reclassification of realized loss on securities included in net income | 0 | 0 | 0 | 20 |
Foreign currency translation | (277) | 615 | (969) | (563) |
Total comprehensive income | 26,389 | 19,738 | 50,509 | 36,857 |
Comprehensive income attributable to noncontrolling interests | 636 | 323 | 1,353 | 1,070 |
Comprehensive income attributable to Central Garden & Pet Company | 25,753 | 19,415 | 49,156 | 35,787 |
Parent | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | 26,030 | 18,800 | 50,125 | 36,340 |
Other comprehensive income (loss): | ||||
Unrealized loss on securities | (10) | |||
Reclassification of realized loss on securities included in net income | 20 | |||
Foreign currency translation | (277) | 615 | (969) | (563) |
Total comprehensive income | 25,753 | 19,415 | 49,156 | 35,787 |
Comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Central Garden & Pet Company | 25,753 | 19,415 | 49,156 | 35,787 |
Non- Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | 2,648 | 2,115 | 2,434 | 2,828 |
Other comprehensive income (loss): | ||||
Unrealized loss on securities | 0 | |||
Reclassification of realized loss on securities included in net income | 0 | |||
Foreign currency translation | (233) | 456 | (773) | (244) |
Total comprehensive income | 2,415 | 2,571 | 1,661 | 2,584 |
Comprehensive income attributable to noncontrolling interests | 636 | 323 | 1,353 | 1,070 |
Comprehensive income attributable to Central Garden & Pet Company | 1,779 | 2,248 | 308 | 1,514 |
Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | 32,211 | 24,864 | 79,025 | 60,123 |
Other comprehensive income (loss): | ||||
Unrealized loss on securities | 0 | |||
Reclassification of realized loss on securities included in net income | 0 | |||
Foreign currency translation | 25 | 24 | 32 | (244) |
Total comprehensive income | 32,236 | 24,888 | 79,057 | 59,879 |
Comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Central Garden & Pet Company | 32,236 | 24,888 | 79,057 | 59,879 |
Eliminations | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | (34,223) | (26,656) | (80,106) | (61,881) |
Other comprehensive income (loss): | ||||
Unrealized loss on securities | 0 | |||
Reclassification of realized loss on securities included in net income | 0 | |||
Foreign currency translation | 208 | (480) | 741 | 488 |
Total comprehensive income | (34,015) | (27,136) | (79,365) | (61,393) |
Comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Central Garden & Pet Company | $ (34,015) | $ (27,136) | $ (79,365) | $ (61,393) |
Consolidating Condensed Finan54
Consolidating Condensed Financial Information of Guarantor Subsidiaries - Consolidating Condensed Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 25, 2016 | Sep. 26, 2015 | Jun. 27, 2015 | Sep. 27, 2014 |
ASSETS | ||||
Cash and cash equivalents | $ 40,000 | $ 47,584 | $ 43,841 | $ 78,676 |
Restricted cash | 12,029 | 13,157 | 12,590 | |
Short term investments | 0 | |||
Accounts receivable, net | 241,954 | 207,402 | 223,149 | |
Inventories | 361,813 | 335,946 | 340,233 | |
Prepaid expenses and other assets | 45,075 | 49,731 | 54,558 | |
Total current assets | 700,871 | 653,820 | 674,371 | |
Land, buildings, improvements and equipment, net | 159,430 | 162,809 | 162,969 | |
Goodwill | 233,011 | 209,089 | 209,089 | |
Other long term assets | 123,595 | 105,879 | 109,308 | |
Intercompany receivable | 0 | 0 | 0 | |
Investment in subsidiaries | 0 | 0 | 0 | |
Total | 1,216,907 | 1,131,597 | 1,155,737 | |
LIABILITIES AND EQUITY | ||||
Accounts payable | 96,906 | 88,889 | 90,423 | |
Accrued expenses | 102,953 | 87,724 | 110,070 | |
Current portion of long term debt | 530 | 291 | 290 | |
Total current liabilities | 200,389 | 176,904 | 200,783 | |
Long-term debt | 394,603 | 396,691 | 396,395 | |
Intercompany payable | 0 | 0 | 0 | |
Losses in excess of investment in subsidiaries | 0 | 0 | 0 | |
Other long-term obligations | 63,975 | 51,622 | 47,147 | |
Total Central Garden & Pet Company shareholders’ equity | 556,084 | 505,286 | 510,292 | |
Noncontrolling interest | 1,856 | 1,094 | 1,120 | |
Total equity | 557,940 | 506,380 | 511,412 | 486,453 |
Total | 1,216,907 | 1,131,597 | 1,155,737 | |
Parent | ||||
ASSETS | ||||
Cash and cash equivalents | 30,477 | 36,280 | 30,640 | 63,471 |
Restricted cash | 12,029 | 13,157 | 12,590 | |
Short term investments | 0 | |||
Accounts receivable, net | 74,162 | 46,326 | 56,528 | |
Inventories | 105,440 | 86,109 | 86,211 | |
Prepaid expenses and other assets | 20,543 | 22,926 | 25,727 | |
Total current assets | 242,651 | 204,798 | 211,696 | |
Land, buildings, improvements and equipment, net | 43,475 | 51,409 | 54,176 | |
Goodwill | 18,858 | 0 | 0 | |
Other long term assets | 37,139 | 25,881 | 28,255 | |
Intercompany receivable | 31,005 | 32,695 | 36,989 | |
Investment in subsidiaries | 1,130,148 | 1,052,644 | 1,042,817 | |
Total | 1,503,276 | 1,367,427 | 1,373,933 | |
LIABILITIES AND EQUITY | ||||
Accounts payable | 26,818 | 20,506 | 28,927 | |
Accrued expenses | 48,981 | 38,723 | 59,275 | |
Current portion of long term debt | 154 | 261 | 260 | |
Total current liabilities | 75,953 | 59,490 | 88,462 | |
Long-term debt | 394,164 | 396,626 | 396,322 | |
Intercompany payable | 468,039 | 404,255 | 377,284 | |
Losses in excess of investment in subsidiaries | 0 | 0 | 0 | |
Other long-term obligations | 9,036 | 1,770 | 1,573 | |
Total Central Garden & Pet Company shareholders’ equity | 556,084 | 505,286 | 510,292 | |
Noncontrolling interest | 0 | 0 | 0 | |
Total equity | 556,084 | 505,286 | 510,292 | |
Total | 1,503,276 | 1,367,427 | 1,373,933 | |
Non- Guarantor Subsidiaries | ||||
ASSETS | ||||
Cash and cash equivalents | 8,675 | 10,022 | 10,606 | 12,806 |
Restricted cash | 0 | 0 | 0 | |
Short term investments | 0 | |||
Accounts receivable, net | 9,395 | 6,775 | 11,152 | |
Inventories | 9,037 | 11,690 | 14,409 | |
Prepaid expenses and other assets | 1,039 | 848 | 1,260 | |
Total current assets | 28,146 | 29,335 | 37,427 | |
Land, buildings, improvements and equipment, net | 3,877 | 3,663 | 3,540 | |
Goodwill | 0 | 0 | 0 | |
Other long term assets | 3,294 | 3,662 | 3,877 | |
Intercompany receivable | 0 | 0 | 0 | |
Investment in subsidiaries | 0 | 0 | 0 | |
Total | 35,317 | 36,660 | 44,844 | |
LIABILITIES AND EQUITY | ||||
Accounts payable | 6,210 | 2,543 | 6,501 | |
Accrued expenses | 2,290 | 1,789 | 2,928 | |
Current portion of long term debt | 0 | 0 | 0 | |
Total current liabilities | 8,500 | 4,332 | 9,429 | |
Long-term debt | 0 | 0 | 0 | |
Intercompany payable | 41,746 | 43,441 | 46,660 | |
Losses in excess of investment in subsidiaries | 0 | 0 | 0 | |
Other long-term obligations | 0 | 0 | 0 | |
Total Central Garden & Pet Company shareholders’ equity | (16,785) | (12,207) | (12,365) | |
Noncontrolling interest | 1,856 | 1,094 | 1,120 | |
Total equity | (14,929) | (11,113) | (11,245) | |
Total | 35,317 | 36,660 | 44,844 | |
Guarantor Subsidiaries | ||||
ASSETS | ||||
Cash and cash equivalents | 848 | 1,282 | 2,595 | 2,399 |
Restricted cash | 0 | 0 | 0 | |
Short term investments | 0 | |||
Accounts receivable, net | 158,397 | 154,301 | 155,469 | |
Inventories | 247,336 | 238,147 | 239,613 | |
Prepaid expenses and other assets | 23,493 | 25,957 | 27,571 | |
Total current assets | 430,074 | 419,687 | 425,248 | |
Land, buildings, improvements and equipment, net | 112,078 | 107,737 | 105,253 | |
Goodwill | 214,153 | 209,089 | 209,089 | |
Other long term assets | 84,702 | 82,436 | 80,193 | |
Intercompany receivable | 478,780 | 415,001 | 386,955 | |
Investment in subsidiaries | 0 | 0 | 0 | |
Total | 1,319,787 | 1,233,950 | 1,206,738 | |
LIABILITIES AND EQUITY | ||||
Accounts payable | 63,878 | 65,840 | 54,995 | |
Accrued expenses | 51,682 | 47,212 | 47,867 | |
Current portion of long term debt | 376 | 30 | 30 | |
Total current liabilities | 115,936 | 113,082 | 102,892 | |
Long-term debt | 439 | 65 | 73 | |
Intercompany payable | 0 | 0 | 0 | |
Losses in excess of investment in subsidiaries | 14,780 | 11,867 | 12,324 | |
Other long-term obligations | 56,479 | 55,952 | 48,591 | |
Total Central Garden & Pet Company shareholders’ equity | 1,132,153 | 1,052,984 | 1,042,858 | |
Noncontrolling interest | 0 | 0 | 0 | |
Total equity | 1,132,153 | 1,052,984 | 1,042,858 | |
Total | 1,319,787 | 1,233,950 | 1,206,738 | |
Eliminations | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | 0 | $ 0 |
Restricted cash | 0 | 0 | 0 | |
Short term investments | 0 | |||
Accounts receivable, net | 0 | 0 | 0 | |
Inventories | 0 | 0 | 0 | |
Prepaid expenses and other assets | 0 | 0 | 0 | |
Total current assets | 0 | 0 | 0 | |
Land, buildings, improvements and equipment, net | 0 | 0 | 0 | |
Goodwill | 0 | 0 | 0 | |
Other long term assets | (1,540) | (6,100) | (3,017) | |
Intercompany receivable | (509,785) | (447,696) | (423,944) | |
Investment in subsidiaries | (1,130,148) | (1,052,644) | (1,042,817) | |
Total | (1,641,473) | (1,506,440) | (1,469,778) | |
LIABILITIES AND EQUITY | ||||
Accounts payable | 0 | 0 | 0 | |
Accrued expenses | 0 | 0 | 0 | |
Current portion of long term debt | 0 | 0 | 0 | |
Total current liabilities | 0 | 0 | 0 | |
Long-term debt | 0 | 0 | 0 | |
Intercompany payable | (509,785) | (447,696) | (423,944) | |
Losses in excess of investment in subsidiaries | (14,780) | (11,867) | (12,324) | |
Other long-term obligations | (1,540) | (6,100) | (3,017) | |
Total Central Garden & Pet Company shareholders’ equity | (1,115,368) | (1,040,777) | (1,030,493) | |
Noncontrolling interest | 0 | 0 | 0 | |
Total equity | (1,115,368) | (1,040,777) | (1,030,493) | |
Total | $ (1,641,473) | $ (1,506,440) | $ (1,469,778) |
Consolidating Condensed Finan55
Consolidating Condensed Financial Information of Guarantor Subsidiaries - Consolidating Condensed Statement of Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 25, 2016 | Jun. 27, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided (used) by operating activities | $ 89,583 | $ 56,597 |
Additions to property, plant and equipment | (19,486) | (18,160) |
Payments to acquire companies, net of cash acquired | (68,901) | (16,000) |
Proceeds from the sale of facility | 3,899 | |
Proceeds from short-term investments | 0 | 9,997 |
Change in restricted cash and cash equivalents | 1,129 | 1,693 |
Investment in short term investments | 0 | (17) |
Other investing activities | (550) | (489) |
Intercompany investing activities | 0 | 0 |
Net cash used in investing activities | (83,909) | (22,976) |
Repayments of long-term debt | (400,230) | (50,216) |
Borrowings on revolving line of credit | 419,000 | 312,000 |
Repayments on revolving line of credit | (419,000) | (312,000) |
Issuance of long-term debt | 400,000 | 0 |
Proceeds from issuance of common stock | 280 | 2,148 |
Excess tax benefits from stock-based awards | 4,726 | 685 |
Repurchase of common stock | (9,429) | (19,021) |
Distribution to parent | 0 | 0 |
Distribution to noncontrolling interest | (592) | (1,680) |
Payment of financing costs | (7,560) | 0 |
Intercompany financing activities | 0 | 0 |
Net cash used in financing activities | (12,805) | (68,084) |
Effect of exchange rates on cash | (453) | (372) |
Net decrease in cash and cash equivalents | (7,584) | (34,835) |
Cash and equivalents at beginning of period | 47,584 | 78,676 |
Cash and equivalents at end of period | 40,000 | 43,841 |
Parent | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided (used) by operating activities | 4,127 | 6,844 |
Additions to property, plant and equipment | (1,876) | (2,044) |
Payments to acquire companies, net of cash acquired | (60,916) | (16,000) |
Proceeds from the sale of facility | 0 | |
Proceeds from short-term investments | 9,997 | |
Change in restricted cash and cash equivalents | 1,129 | 1,693 |
Investment in short term investments | (17) | |
Other investing activities | (550) | (489) |
Intercompany investing activities | 1,689 | (20,083) |
Net cash used in investing activities | (60,524) | (26,943) |
Repayments of long-term debt | (400,208) | (50,196) |
Borrowings on revolving line of credit | 419,000 | 312,000 |
Repayments on revolving line of credit | (419,000) | (312,000) |
Issuance of long-term debt | 400,000 | |
Proceeds from issuance of common stock | 280 | 2,148 |
Excess tax benefits from stock-based awards | 4,726 | 685 |
Repurchase of common stock | (9,429) | (19,021) |
Distribution to parent | 0 | 0 |
Distribution to noncontrolling interest | 0 | 0 |
Payment of financing costs | (7,560) | |
Intercompany financing activities | 63,786 | 53,971 |
Net cash used in financing activities | 51,595 | (12,413) |
Effect of exchange rates on cash | (1,001) | (319) |
Net decrease in cash and cash equivalents | (5,803) | (32,831) |
Cash and equivalents at beginning of period | 36,280 | 63,471 |
Cash and equivalents at end of period | 30,477 | 30,640 |
Non- Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided (used) by operating activities | 6,082 | 4,862 |
Additions to property, plant and equipment | (577) | (180) |
Payments to acquire companies, net of cash acquired | 0 | 0 |
Proceeds from the sale of facility | 0 | |
Proceeds from short-term investments | 0 | |
Change in restricted cash and cash equivalents | 0 | 0 |
Investment in short term investments | 0 | |
Other investing activities | 0 | 0 |
Intercompany investing activities | 0 | 0 |
Net cash used in investing activities | (577) | (180) |
Repayments of long-term debt | 0 | 0 |
Borrowings on revolving line of credit | 0 | 0 |
Repayments on revolving line of credit | 0 | 0 |
Issuance of long-term debt | 0 | |
Proceeds from issuance of common stock | 0 | |
Excess tax benefits from stock-based awards | 0 | 0 |
Repurchase of common stock | 0 | 0 |
Distribution to parent | (4,884) | (6,719) |
Distribution to noncontrolling interest | (592) | (1,680) |
Payment of financing costs | 0 | |
Intercompany financing activities | (1,697) | 1,645 |
Net cash used in financing activities | (7,173) | (6,754) |
Effect of exchange rates on cash | 321 | (128) |
Net decrease in cash and cash equivalents | (1,347) | (2,200) |
Cash and equivalents at beginning of period | 10,022 | 12,806 |
Cash and equivalents at end of period | 8,675 | 10,606 |
Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided (used) by operating activities | 84,258 | 51,610 |
Additions to property, plant and equipment | (17,033) | (15,936) |
Payments to acquire companies, net of cash acquired | (7,985) | 0 |
Proceeds from the sale of facility | 3,899 | |
Proceeds from short-term investments | 0 | |
Change in restricted cash and cash equivalents | 0 | 0 |
Investment in short term investments | 0 | |
Other investing activities | 0 | 0 |
Intercompany investing activities | (63,778) | (35,533) |
Net cash used in investing activities | (84,897) | (51,469) |
Repayments of long-term debt | (22) | (20) |
Borrowings on revolving line of credit | 0 | 0 |
Repayments on revolving line of credit | 0 | 0 |
Issuance of long-term debt | 0 | |
Proceeds from issuance of common stock | 0 | |
Excess tax benefits from stock-based awards | 0 | 0 |
Repurchase of common stock | 0 | 0 |
Distribution to parent | 0 | 0 |
Distribution to noncontrolling interest | 0 | 0 |
Payment of financing costs | 0 | |
Intercompany financing activities | 0 | 0 |
Net cash used in financing activities | (22) | (20) |
Effect of exchange rates on cash | 227 | 75 |
Net decrease in cash and cash equivalents | (434) | 196 |
Cash and equivalents at beginning of period | 1,282 | 2,399 |
Cash and equivalents at end of period | 848 | 2,595 |
Eliminations | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided (used) by operating activities | (4,884) | (6,719) |
Additions to property, plant and equipment | 0 | 0 |
Payments to acquire companies, net of cash acquired | 0 | 0 |
Proceeds from the sale of facility | 0 | |
Proceeds from short-term investments | 0 | |
Change in restricted cash and cash equivalents | 0 | 0 |
Investment in short term investments | 0 | |
Other investing activities | 0 | 0 |
Intercompany investing activities | 62,089 | 55,616 |
Net cash used in investing activities | 62,089 | 55,616 |
Repayments of long-term debt | 0 | 0 |
Borrowings on revolving line of credit | 0 | 0 |
Repayments on revolving line of credit | 0 | 0 |
Issuance of long-term debt | 0 | |
Proceeds from issuance of common stock | 0 | |
Excess tax benefits from stock-based awards | 0 | 0 |
Repurchase of common stock | 0 | 0 |
Distribution to parent | 4,884 | 6,719 |
Distribution to noncontrolling interest | 0 | 0 |
Payment of financing costs | 0 | |
Intercompany financing activities | (62,089) | (55,616) |
Net cash used in financing activities | (57,205) | (48,897) |
Effect of exchange rates on cash | 0 | 0 |
Net decrease in cash and cash equivalents | 0 | 0 |
Cash and equivalents at beginning of period | 0 | 0 |
Cash and equivalents at end of period | $ 0 | $ 0 |