Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 24, 2016 | Nov. 18, 2016 | Mar. 26, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Sep. 24, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CENT | ||
Entity Registrant Name | CENTRAL GARDEN & PET CO | ||
Entity Central Index Key | 887,733 | ||
Current Fiscal Year End Date | --09-26 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 156 | ||
Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 11,998,472 | ||
Class A Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 37,463,554 | ||
Entity Public Float | 515 | ||
Class B Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1,652,262 | ||
Entity Public Float | $ 0.1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 24, 2016 | Sep. 26, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 92,982 | $ 47,584 |
Restricted cash | 10,910 | 13,157 |
Accounts receivable, net | 201,151 | 207,402 |
Inventories | 362,004 | 335,946 |
Prepaid expenses, deferred income taxes and other | 47,759 | 49,731 |
Total current assets | 714,806 | 653,820 |
Plant, property and equipment, net | 158,224 | 162,809 |
Goodwill | 231,385 | 209,089 |
Other intangible assets, net | 95,865 | 75,460 |
Other assets | 11,913 | 30,419 |
Total | 1,212,193 | 1,131,597 |
Current liabilities: | ||
Accounts payable | 102,413 | 88,889 |
Accrued expenses | 99,343 | 87,724 |
Current portion of long-term debt | 463 | 291 |
Total current liabilities | 202,219 | 176,904 |
Long-term debt | 394,806 | 396,691 |
Deferred income taxes and other long-term obligations | 60,581 | 51,622 |
Commitments and contingencies (Note 11) | ||
Equity: | ||
Additional paid-in capital | 393,297 | 388,636 |
Retained earnings | 160,501 | 115,987 |
Accumulated other comprehensive income (loss) | (1,294) | 164 |
Total Central Garden & Pet shareholders’ equity | 553,014 | 505,286 |
Noncontrolling interest | 1,573 | 1,094 |
Total equity | 554,587 | 506,380 |
Total | 1,212,193 | 1,131,597 |
Common Stock [Member] | ||
Equity: | ||
Common stock | 120 | 119 |
Class A Common Stock [Member] | ||
Equity: | ||
Common stock | 374 | 364 |
Class B Stock [Member] | ||
Equity: | ||
Common stock | 16 | 16 |
Total equity | $ 16 | $ 16 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | |
Income Statement [Abstract] | |||
Net sales | $ 1,829,017 | $ 1,650,737 | $ 1,604,357 |
Cost of goods sold and occupancy | 1,275,967 | 1,162,685 | 1,150,333 |
Gross profit | 553,050 | 488,052 | 454,024 |
Selling, general and administrative expenses | 421,864 | 389,345 | 397,811 |
Intangible asset impairment | 1,828 | 7,272 | 0 |
Operating income | 129,358 | 91,435 | 56,213 |
Interest expense | (42,847) | (40,027) | (42,844) |
Interest income | 140 | 129 | 94 |
Other income (expense) | (17,013) | 13 | 403 |
Income before income taxes and noncontrolling interest | 69,638 | 51,550 | 13,866 |
Income tax expense | 24,053 | 18,535 | 4,045 |
Net income including noncontrolling interest | 45,585 | 33,015 | 9,821 |
Net income attributable to noncontrolling interest | 1,071 | 1,044 | 1,017 |
Net income attributable to Central Garden & Pet Company | $ 44,514 | $ 31,971 | $ 8,804 |
Net income per share attributable to Central Garden & Pet Company: | |||
Basic (in usd per share) | $ 0.91 | $ 0.66 | $ 0.18 |
Diluted (in usd per share) | $ 0.87 | $ 0.64 | $ 0.18 |
Weighted average shares used in the computation of net income per share: | |||
Basic (in shares) | 48,964 | 48,562 | 48,880 |
Diluted (in shares) | 51,075 | 49,638 | 49,397 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 45,585 | $ 33,015 | $ 9,821 |
Other comprehensive income (loss): | |||
Foreign currency translation | (1,458) | (1,078) | (200) |
Unrealized loss on securities | 0 | (10) | (10) |
Reclassification of loss on available for sale securities to net income | 0 | 20 | 0 |
Total comprehensive income | 44,127 | 31,947 | 9,611 |
Comprehensive income attributable to noncontrolling interests | 1,071 | 1,044 | 1,017 |
Comprehensive income attributable to Central Garden & Pet Company | $ 43,056 | $ 30,903 | $ 8,594 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total [Member] | Noncontrolling Interest [Member] | Common Stock [Member]Common Stock [Member] | Class A Common Stock [Member]Common Stock [Member] | Class B Stock [Member] |
Balance, Beginning balance at Sep. 28, 2013 | $ 470,024 | $ 389,153 | $ 77,592 | $ 1,442 | $ 468,678 | $ 1,346 | $ 122 | $ 353 | $ 16 |
Shares, Issued, Beginning Balance at Sep. 28, 2013 | 12,246,751 | 35,291,001 | 1,652,262 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Amortization of share-based awards | 4,572 | 4,572 | 4,572 | ||||||
Tax deficiency on exercise of stock options, net of tax benefit | (1,973) | (1,973) | (1,973) | ||||||
Restricted share activity | 3,460 | 3,446 | 3,460 | $ 2 | $ 12 | ||||
Restricted share activity, shares | 190,556 | 1,232,105 | |||||||
Issuance of common stock | 1,394 | 1,390 | 1,394 | $ 4 | |||||
Issuance of common stock, shares | 364,505 | ||||||||
Repurchase of common stock | (2) | (2) | (2) | ||||||
Repurchase of common stock, shares | (300) | ||||||||
Distribution to noncontrolling interest | (633) | (633) | |||||||
Other comprehensive loss | (210) | (210) | (210) | ||||||
Net income | 9,821 | 8,804 | 8,804 | 1,017 | |||||
Balance, Ending balance at Sep. 27, 2014 | 486,453 | 396,586 | 86,396 | 1,232 | 484,723 | 1,730 | $ 124 | $ 369 | $ 16 |
Shares, Issued, Ending Balance at Sep. 27, 2014 | 12,437,307 | 36,887,311 | 1,652,262 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Amortization of share-based awards | 6,378 | 6,378 | 6,378 | ||||||
Tax deficiency on exercise of stock options, net of tax benefit | (358) | (358) | (358) | ||||||
Restricted share activity | (1,231) | (1,233) | (1,231) | $ 2 | |||||
Restricted share activity, shares | (12,073) | 156,477 | |||||||
Issuance of common stock | (5) | (10) | (5) | $ 5 | |||||
Issuance of common stock, shares | 641 | 536,827 | |||||||
Repurchase of common stock | (15,124) | (12,727) | (2,380) | (15,124) | $ (5) | $ (12) | |||
Repurchase of common stock, shares | (517,558) | (1,118,316) | |||||||
Distribution to noncontrolling interest | (1,680) | (1,680) | |||||||
Other comprehensive loss | (1,068) | (1,068) | (1,068) | ||||||
Net income | 33,015 | 31,971 | 31,971 | 1,044 | |||||
Balance, Ending balance at Sep. 26, 2015 | 506,380 | 388,636 | 115,987 | 164 | 505,286 | 1,094 | $ 119 | $ 364 | $ 16 |
Shares, Issued, Ending Balance at Sep. 26, 2015 | 11,908,317 | 36,462,299 | 1,652,262 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Amortization of share-based awards | 6,552 | 6,552 | 6,552 | ||||||
Tax deficiency on exercise of stock options, net of tax benefit | 6,865 | 6,865 | 6,865 | ||||||
Restricted share activity | (1,339) | (1,341) | (1,339) | $ 2 | |||||
Restricted share activity, shares | 202,916 | ||||||||
Issuance of common stock | (7,406) | (7,415) | (7,406) | $ 1 | $ 8 | ||||
Issuance of common stock, shares | 90,155 | 753,357 | |||||||
Distribution to noncontrolling interest | (592) | (592) | |||||||
Other comprehensive loss | (1,458) | (1,458) | (1,458) | ||||||
Net income | 45,585 | 44,514 | 44,514 | 1,071 | |||||
Balance, Ending balance at Sep. 24, 2016 | $ 554,587 | $ 393,297 | $ 160,501 | $ (1,294) | $ 553,014 | $ 1,573 | $ 120 | $ 374 | $ 16 |
Shares, Issued, Ending Balance at Sep. 24, 2016 | 11,998,472 | 37,418,572 | 1,652,262 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | |
Cash flows from operating activities: | |||
Net income | $ 45,585 | $ 33,015 | $ 9,821 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 40,001 | 33,703 | 35,781 |
Amortization of deferred financing costs | 1,504 | 1,996 | 2,107 |
Stock-based compensation | 8,356 | 8,315 | 7,678 |
Excess tax benefits from stock-based awards | (6,869) | (2,154) | (498) |
Deferred income taxes | 3,189 | 15,566 | 5,548 |
Gain on sale of property and equipment | (2,544) | 0 | (4,875) |
Loss on disposal of property, plant and equipment | 1,163 | 702 | 1,063 |
Write-off of deferred financing costs | 3,337 | 537 | 1,731 |
Asset impairments | 19,367 | 7,272 | 5,870 |
Other | 987 | (69) | 249 |
Changes in assets and liabilities (excluding businesses acquired): | |||
Receivables | 27,444 | (9,093) | 2,655 |
Inventories | (6,519) | 4,403 | 69,698 |
Prepaid expenses and other assets | 6,901 | (4,325) | (176) |
Accounts payable | (2,793) | (4,757) | (16,321) |
Accrued expenses | 11,234 | 1,485 | 8,442 |
Other long-term obligations | 1,083 | 853 | (2,306) |
Net cash provided by operating activities | 151,426 | 87,449 | 126,467 |
Cash flows from investing activities: | |||
Additions to property, plant and equipment | (27,622) | (22,030) | (17,173) |
Businesses acquired, net of cash acquired, and investments in joint ventures | (69,001) | (38,384) | (20,282) |
Proceeds from disposals of real property | 3,911 | 0 | 8,737 |
Change in restricted cash and cash equivalents. | 2,247 | 1,126 | (14,283) |
Proceeds from short-term investments. | 0 | 9,997 | 17,820 |
Investment in short-term investments | 0 | (17) | (10,000) |
Other investing activities | (730) | (546) | 0 |
Net cash used in investing activities | (91,195) | (49,854) | (35,181) |
Cash flows from financing activities: | |||
Repayments on revolving line of credit | (419,000) | (312,000) | (301,000) |
Borrowings on revolving line of credit | 419,000 | 312,000 | 278,000 |
Repayments of long-term debt | (400,307) | (50,289) | (367) |
Issuance of long-term debt | 400,000 | 0 | 0 |
Proceeds from issuance of common stock | 324 | 200 | 1,165 |
Excess tax benefits from stock-based awards | 6,869 | 2,154 | 498 |
Repurchase of common stock, including shares surrendered for tax withholding | (10,873) | (18,497) | (2,332) |
Payments of contingent consideration | (2,026) | 0 | 0 |
Distribution to noncontrolling interest | (592) | (1,680) | (633) |
Payment of financing costs | (7,560) | (258) | (3,090) |
Net cash used by financing activities | (14,165) | (68,370) | (27,759) |
Effect of exchange rate changes on cash and equivalents | (668) | (317) | (7) |
Net increase (decrease) in cash and cash equivalents | 45,398 | (31,092) | 63,520 |
Cash and cash equivalents at beginning of year | 47,584 | 78,676 | 15,156 |
Cash and cash equivalents at end of year | 92,982 | 47,584 | 78,676 |
Supplemental information: | |||
Cash paid for interest | 32,995 | 39,855 | 41,549 |
Cash paid for income taxes – net of refunds | 10,399 | 3,192 | 826 |
Non-cash investing and financing activities: | |||
Capital expenditures incurred but not paid | 2,743 | 2,087 | 238 |
Liability for contingent performance based payments | 2,590 | (101) | 249 |
Restricted share stock bonus | $ 0 | $ 0 | $ 4,086 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Sep. 24, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | Organization and Significant Accounting Policies Organization – Central Garden & Pet Company (“Central”), a Delaware corporation, and subsidiaries (the “Company”), is a leading marketer and producer of quality branded products and distributor of third party products in the pet and lawn and garden supplies markets. Basis of Consolidation and Presentation – The consolidated financial statements include the accounts of Central and all majority-owned subsidiaries. All intercompany balances and transactions have been eliminated. The fiscal years ended September 24, 2016 , September 26, 2015 and September 27, 2014 each included 52 weeks. Noncontrolling Interest – Noncontrolling interest in the Company’s consolidated financial statements represents the 20% interest not owned by the Company in a consolidated subsidiary. Since the Company controls this subsidiary, its financial statements are consolidated with those of the Company, and the noncontrolling owner’s 20% share of the subsidiary’s net assets and results of operations is deducted and reported as noncontrolling interest on the consolidated balance sheets and as net income attributable to noncontrolling interest in the consolidated statements of operations. Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including realization of accounts receivable and inventory and valuation of goodwill and intangibles. Actual results could differ from those estimates. Revenue Recognition – Sales are recognized when merchandise is shipped, risk of loss and title passes to the customer and the Company has no further obligations to provide services related to such merchandise. Discounts, volume-based rebate incentives and most cooperative advertising amounts are recorded as a reduction of sales. The Company’s practice on product returns is to accept and credit the return of unopened cases of products from customers where the quantity is small, where the product has been mis-shipped or the product is defective. Provisions are made for estimated sales returns which are deducted from net sales at the time of shipment. Sales also include shipping and handling costs billed directly to customers. The amount billed to customers for shipping and handling costs included in net sales for the fiscal years ended September 24, 2016 , September 26, 2015 and September 27, 2014 was $3.8 million , $5.4 million and $8.0 million , respectively. Cost of goods sold and occupancy consists of cost of product, inbound freight charges, purchasing and receiving costs, certain indirect purchasing, merchandise handling and storage costs, internal transfer costs as well as allocations of overhead costs, including depreciation, related to the Company’s facilities. Cost of goods sold excludes substantially all shipping and handling and out-bound freight costs to customers, which are included in selling, general and administrative expenses as delivery expenses. The cost of shipping and handling, including internal costs and payments to third parties, included in delivery expenses within selling, general and administrative expenses for the fiscal years ended September 24, 2016 , September 26, 2015 and September 27, 2014 was $48.9 million , $44.4 million and $45.6 million , respectively. Advertising Costs – The Company expenses the costs of advertising as incurred. Advertising expenses were $30.0 million , $25.0 million and $30.9 million in fiscal 2016 , 2015 and 2014 , respectively. 401(k) Plans – The Company sponsors several 401(k) plans which cover substantially all employees. The Company’s matching contributions expensed under these plans were $1.7 million for fiscal 2016 , $1.9 million for fiscal 2015 and $1.9 million for fiscal 2014 . In fiscal 2016 , 2015 and 2014 , the Company’s matching contributions made in the Company’s Class A common stock resulted in the issuance of approximately 99,000 , 195,000 and 245,000 shares, respectively. Other income (expense) consists principally of earnings from equity method investments and foreign exchange gains and losses. Income taxes are accounted for under the asset and liability method. Deferred income taxes result primarily from bad debt allowances, inventory and goodwill write-downs, amortization and depreciation. The Company establishes a valuation allowance for deferred tax assets when management believes it is more likely than not a deferred tax asset will not be realized. As of fiscal year-end 2016 and 2015 , the Company had valuation allowances related to various state and foreign net deferred tax assets of $6.6 million and $6.2 million , respectively. U.S. income taxes have not been provided on undistributed earnings (approximately $3.0 million at September 24, 2016 ) of our foreign subsidiary since all such earnings are considered indefinitely reinvested overseas. The potential deferred tax liability associated with these earnings, net of foreign tax credits associated with the earnings, is approximately $0.5 million . Cash and cash equivalents include cash and all highly liquid instruments with a maturity of three months or less at the date of purchase. Restricted cash and cash equivalents include cash and highly liquid instruments that are used as collateral for stand–alone letter of credit agreements. Short-term investments include investments with original maturities greater than three months and remaining maturities of one year or less. The Company had no short-term investments as of September 24, 2016 . Accounts receivable are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest, although a finance charge may be applied to such receivables that are past due. Allowance for doubtful accounts – Trade accounts receivable are regularly evaluated for collectability based on past credit history with customers, their expected returns and deductions and their current financial condition. Inventories , which primarily consist of garden products and pet supplies finished goods, are stated at the lower of FIFO cost or market. Cost includes certain indirect purchasing, merchandise handling and storage costs incurred to acquire or manufacture inventory, costs to unload, process and put away shipments received in order to prepare them to be picked for orders, and certain other overhead costs. The amount of such costs capitalized to inventory is computed based on an estimate of costs related to the procurement and processing of inventory to prepare it for sale compared to total product purchases. Land, buildings, improvements and equipment are stated at cost. Depreciation is computed by the straight-line method over thirty years for buildings. Improvements are amortized on a straight-line basis over the shorter of the useful life of the asset or the terms of the related leases. Depreciation on equipment and capitalized software is computed by the straight-line and accelerated methods over the estimated useful lives of three to 10 years . Long-Lived Assets – The Company reviews its long-lived assets, including amortizable and indefinite-lived intangible assets and property, plant and equipment, for potential impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable, and annually for indefinite-lived intangible assets. An impairment loss would be recognized for amortizable intangible assets and property, plant and equipment when estimated undiscounted future cash flows expected to result from the use of the asset are less than its carrying amount. An impairment loss would be recognized for an intangible asset with an indefinite useful life if its carrying value exceeds its fair value. Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. In fiscal 2016, the Company recognized non-cash asset impairment charges of approximately $ 1.8 million related to certain indefinite-lived intangible assets due to changes in the Company's operational strategy and declining volume of sales. 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. Due to the changes in the Company’s operations and related plans for future SAP implementations, the Company determined that certain software costs previously capitalized had no future value, and accordingly, wrote off capitalized costs of $ 5.9 million in fiscal 2014. Should market conditions or the assumptions used by the Company in determining the fair value of assets change, or management changes plans regarding the future use of certain assets, additional charges to operations may be required in the period in which such conditions occur. See Note 9 – Other Intangible Assets . Goodwill represents the excess of cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Identifiable intangible assets acquired in business combinations are recorded based on their fair values at the date of acquisition. Goodwill is not subject to amortization but must be evaluated for impairment annually. The Company tests for goodwill impairment annually or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. See Note 8– Goodwill . Investments – The Company owns membership interests approximating 50% in four unconsolidated companies. The Company accounts for its interest in these entities using the equity method. Equity income of $0.4 million in fiscal 2016 , $0.4 million in fiscal 2015 and $0.6 million in fiscal 2014 is included in other income (expense) in the consolidated statements of operations. The Company’s investment in these entities was $0.5 million at September 24, 2016 and $16.5 million at September 26, 2015 . On a combined basis, the assets, liabilities, revenues and expenses of these entities are not significant. During the fourth quarter of fiscal 2016, the Company determined that its equity method investments in two unconsolidated companies were impaired as a result of changes in marketplace conditions, which impacted the expected cash flows and the recoverability of the investment. Accordingly, the Company recorded a non cash charge of approximately $16.6 million to bring the carrying value of these investments to zero. The impairment charge is included in Other income (expense) in the Company's consolidated statements of operations. See Note 3 - Acquisitions . Accruals For Insurance – The Company maintains insurance for certain risks, including workers’ compensation, general liability and vehicle liability, and is self-insured for employee related health care benefits. The Company’s workers’ compensation, general liability and vehicle liability insurance policies include deductibles of $250,000 to $350,000 per occurrence. The Company maintains excess loss insurance that covers any health care claims in excess of $700,000 per person per year. The Company establishes reserves for losses based on its claims experience and actuarial estimates of the ultimate loss amount inherent in the claims, including claims incurred but not yet reported. Costs are recognized in the period the claim is incurred, and the financial statement accruals include an estimate of claims incurred but not yet reported. Fair Value of Financial Instruments – At September 24, 2016 and September 26, 2015 , the carrying amount of cash and cash equivalents, short term investments, accounts receivable and payable, short term borrowings and accrued liabilities approximates fair value because of the short term nature of these instruments. The estimated fair value of the Company’s senior subordinated notes is based on quoted market prices for these instruments. See Note 2 - Fair Value Measurements for further information regarding the fair value of the Company’s financial instruments. Derivative Financial Instruments – The Company reports all derivative financial instruments on the balance sheet at fair value. Changes in fair value are recognized in earnings, or are deferred, depending on the nature of the underlying exposure being hedged and how effective the derivative is at offsetting a change in the underlying exposure. 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 also enters 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. As of September 24, 2016 and September 26, 2015 , the Company had no outstanding derivative instruments. Stock-Based Compensation – Stock-based compensation cost is estimated at the grant date based on the fair value of the award and is expensed ratably over the service period of the award. Total compensation costs recognized under all share-based arrangements in fiscal 2016 was $8.4 million ( $5.3 million after tax), fiscal 2015 was $8.3 million ( $5.3 million after tax), and fiscal 2014 was $7.7 million ( $4.9 million after tax). See Note 13 - Stock-Based Compensation for further information. Total Comprehensive Income (Loss) – Total comprehensive income (loss) consists of two components: net income and other comprehensive income (loss). Other comprehensive income (loss) refers to gains and losses that under generally accepted accounting principles are recorded directly as an element of shareholders’ equity, but are excluded from net income. Other comprehensive income (loss) is comprised of currency translation adjustments relating to the Company’s foreign subsidiary whose functional currency is not the U.S. dollar, unrealized gains and losses on investments classified as available for sale, as well as the reclassification of realized gains and losses on investments classified as available for sale to net income. Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted 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. 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, non cash 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 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 requirements of ASU 2015-02 and does not believe the adoption will have a material impact 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. Statement of Cash Flows In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15) . The ASU provides additional clarification guidance on the classification of certain cash receipts and payments in the statement of cash flows. The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017 with early adoption permitted. The Company is currently evaluating the impact the adoption of ASU 2016-15 will have on its consolidated financial statements. Change in Accounting Principle Prior to the 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 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 (in thousands). Financial Statement Line Item Previously Reported September 26, 2015 Reclassifications As Adjusted September 26, 2015 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 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Sep. 24, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Generally accepted accounting principles require financial assets and liabilities to be categorized based on the inputs used to calculate their fair values as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 – Unobservable inputs for the asset or liability, which reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). The Company’s financial instruments include cash and equivalents, restricted cash and equivalents, short term investments, accounts receivable and payable, derivative instruments, short-term borrowings, and accrued liabilities. The carrying amount of these instruments approximates fair value because of their short-term nature. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of September 24, 2016 (in thousands): Level 1 Level 2 Level 3 Total Liabilities: Liability for contingent consideration (a) $ — $ — $ 5,113 $ 5,113 Total liabilities $ — $ — $ 5,113 $ 5,113 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 (in thousands): Level 1 Level 2 Level 3 Total Liabilities: Liability for contingent consideration (a) $ — $ — $ 3,625 $ 3,625 Total liabilities $ — $ — $ 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 the Company's consolidated balance sheets. The following table provides a summary of changes in fair value of the Company's Level 3 financial instruments for the years ended September 24, 2016 and September 26, 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 924 Performance-based payments made (2,026 ) Balance as of September 24, 2016 $ 5,113 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 using discounted cash flows with Level 3 inputs in the fair value hierarchy. During the fiscal year ended September 24, 2016 , the carrying value of $1.8 million of indefinite-lived intangible assets was written down to its estimated fair value, resulting in impairment charges of $1.8 million , which were included in earnings for the period. See Note 9– Other Intangible Assets . During the fiscal year ended September 26, 2015 , the carrying values of $22.3 million of indefinite-lived intangible assets were written down to their estimated fair value of $15 million , resulting in an impairment charge of $7.3 million , which was included in earnings for the period. See Note 9 – Other Intangible Assets . 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 September 24, 2016 was $430.3 million , compared to a carrying value of $394.4 million . The estimated fair value is based on quoted market prices for these notes, which are Level 1 inputs within the fair value hierarchy. 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 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 and Investments in
Acquisitions and Investments in Joint Ventures | 12 Months Ended |
Sep. 24, 2016 | |
Business Combinations [Abstract] | |
Acquisitions and Investments in Joint Ventures | Acquisitions and Investments in Joint Ventures Fiscal 2016 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. The purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $10.7 million , of which $5.2 million was allocated to identified intangible assets and $5.5 million is included in goodwill in the Company’s condensed consolidated balance sheet as of September 24, 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. 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 . During the fourth quarter of fiscal 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 $33.8 million , of which $18.7 million was allocated to identified intangible assets and $15.1 million is included in goodwill in the Company’s condensed consolidated balance sheet as of September 24, 2016 . Financial results for DMC have been included in the results of operations within the Pet segment since the date of acquisition. The following table summarizes the preliminary recording of fair values of the assets acquired and liabilities assumed as of the acquisition date and subsequent adjustments: In thousands Amounts Previously Recognized as of Acquisition Date (1) Measurement Period Adjustments Amounts Recognized as of Acquisition Date (as Adjusted) Current assets, net of cash and cash equivalents acquired $ 41,170 $ 156 $ 41,326 Fixed assets 521 17 538 Goodwill — 15,058 15,058 Other assets 33,810 (33,790 ) 20 Other intangible assets, net — 18,700 18,700 Current liabilities (14,586 ) (40 ) (14,626 ) Net assets acquired, less cash and cash equivalents $ 60,915 $ 101 $ 61,016 (1) As previously reported in the Company's Form 10-Q for the periods ended December 26, 2016, March 26, 2016 and June 25, 2016 The acquisitions of IMS Trading Corp, Hydro-Organics Wholesale Inc. and DMC were not considered individually or collectively material to the Company's overall consolidated financial statements during the periods presented. The following unaudited pro forma information presents the combined net sales as if the acquisitions of IMS Trading Corp and DMC had occurred at the beginning of fiscal 2015. The pre-acquisition net sales of DMC and IMS Trading Corp have been added to the Company's historical results. The following pro forma net sales information has been prepared for comparative purposes only and is not necessarily indicative of the net sales of the Company as they would have been had the acquisitions occurred on the assumed dates, nor are they necessarily an indication of future net sales. In thousands (unaudited) Fiscal Year Ended September 24, 2016 September 26, 2015 Pro forma net sales $ 1,856,691 $ 1,815,997 The impact of DMC and IMS on pro forma operating income for fiscal 2015 was not material. The impact of IMS and DMC on the Company's operating income in fiscal 2016 was $10.6 million . The financial results of Hydro-Organics Wholesale, Inc are not material to the Company's consolidated operating results. Fiscal 2015 Purishield LLC and Ceregenin LLC On December 30, 2014, the Company invested $16 million in cash for a 50% interest in two newly formed entities. The two entities own rights to commercialize products which incorporate features covered by certain patents, technology and associated intellectual property rights in the fields of animal health and pesticide applications. The investment is being accounted for under the equity method of accounting. During the fourth quarter of fiscal 2016, the Company determined that its equity method investments in these two entities were impaired as a result of changes in marketplace conditions, which impacted the time line of the expected cash flows and the recoverability of the investment. Accordingly, the Company recorded a non-cash charge of approximately $16.6 million , included in Other income (expense) in the consolidated statements of operations, to bring the carrying value of these investments to zero. IMS Trading Corp On July 31, 2015, the Company purchased substantially all of the assets of IMS Trading Corp. for approximately $23.2 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 September 24, 2016 . Financial results for IMS Trading Corp. have been included in the results of operations within the Pet segment since the date of acquisition. 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 the Company's Form 10-K for the period ended September 26, 2015 and the Company's Form 10-Q for the period ended December 26, 2015 Fiscal 2014 Envincio LLC On April 1, 2014, the Company purchased certain assets of Envincio LLC, including brands, EPA registrations, inventory and trade receivables, for approximately $20.3 million . The purchase price exceeded the fair value of the net tangible and intangible assets acquired by approximately $3.3 million , which is recorded in goodwill. Financial results for Envincio have been included in the results of operations within the Pet segment since the date of acquisition. The following table summarizes the recording of the fair values of the assets acquired and liabilities assumed as of the acquisition date and subsequent adjustments: (In thousands) Amounts Current assets, net of cash and cash equivalents acquired $ 6,650 Fixed assets 20 Goodwill 3,333 Intangible assets 11,450 Current liabilities (1,170 ) Net assets acquired, less cash and cash equivalents $ 20,283 |
Concentration of Credit Risk an
Concentration of Credit Risk and Significant Customers and Suppliers | 12 Months Ended |
Sep. 24, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk and Significant Customers and Suppliers | Concentration of Credit Risk and Significant Customers and Suppliers Customer Concentration – Approximately 42% of the Company’s net sales for fiscal 2016 , 40% for fiscal 2015 and 41% for fiscal 2014 were derived from sales to the Company’s top five customers. The Company’s largest customer accounted for approximately 15% , 16% and 17% of the Company’s net sales in fiscal years 2016 , 2015 and 2014 , respectively. The Company’s second largest customer in 2016 accounted for approximately 8% , 8% and 7% of the Company’s net sales in 2016 , 2015 and 2014 , respectively. The Company’s third largest customer in 2016 accounted for approximately 8% , 7% and 8% of the Company’s net sales in fiscal years 2016 , 2015 and 2014 , respectively. The loss of, or significant adverse change in, the relationship between the Company and any of these three customers could have a material adverse effect on the Company’s business and financial results. The loss of or reduction in orders from any significant customer, losses arising from customer disputes regarding shipments, fees, merchandise condition or related matters, or the Company’s inability to collect accounts receivable from any major customer could also have a material adverse impact on the Company’s business and financial results. As of September 24, 2016 and September 26, 2015 , accounts receivable from the Company’s top five customers comprised approximately 41% and 35% of the Company’s total accounts receivable, including 11% and 12% from the Company’s largest customer. Supplier Concentration – While the Company purchases products from many different manufacturers and suppliers, approximately 9% , 11% and 10% of the Company’s cost of goods sold in fiscal years 2016 , 2015 and 2014 , respectively, were derived from products purchased from the Company’s five largest suppliers. |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 12 Months Ended |
Sep. 24, 2016 | |
Receivables [Abstract] | |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts Changes in the allowance for doubtful accounts are summarized below (in thousands): Description Balances at Beginning of Period Charged/ (Credited) to Costs and Expenses Asset Write-Offs, Less Recoveries Balances at End of Period Fiscal Year Ended September 27, 2014 21,158 8,988 (4,934 ) 25,212 Fiscal Year Ended September 26, 2015 25,212 741 (6,657 ) 19,296 Fiscal Year Ended September 24, 2016 19,296 6,041 (4,268 ) 21,069 |
Inventories, net
Inventories, net | 12 Months Ended |
Sep. 24, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories, net of allowance for obsolescence, consist of the following (in thousands): September 24, September 26, Raw materials $ 120,786 $ 94,969 Work in progress 17,378 15,268 Finished goods 217,788 215,673 Supplies 6,052 10,036 Total inventories, net $ 362,004 $ 335,946 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Sep. 24, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consists of the following (in thousands): September 24, September 26, Land $ 8,825 $ 9,306 Buildings and improvements 115,965 111,605 Transportation equipment 5,574 5,130 Machine and warehouse equipment 193,525 184,556 Capitalized software 109,641 107,965 Office furniture and equipment 25,282 26,556 458,812 445,118 Accumulated depreciation and amortization (300,588 ) (282,309 ) $ 158,224 $ 162,809 Depreciation and amortization expense, including the amortization of intangible assets, charged to operations was $40.0 million , $33.7 million and $35.8 million for fiscal 2016 , 2015 and 2014 , respectively. |
Goodwill
Goodwill | 12 Months Ended |
Sep. 24, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Changes in the carrying amount of goodwill for the fiscal years ended September 24, 2016 , September 26, 2015 and September 27, 2014 (in thousands): Garden Products Segment Pet Products Segment Total Balance as of September 28, 2013 Goodwill $ 213,583 $ 401,734 $ 615,317 Accumulated impairment losses (213,583 ) (195,978 ) (409,561 ) — 205,756 205,756 Additions in fiscal 2014 — 2,477 2,477 Balance as of September 27, 2014 Goodwill 213,583 404,211 617,794 Accumulated impairment losses (213,583 ) (195,978 ) (409,561 ) — 208,233 208,233 Additions in fiscal 2015 — 856 856 Balance as of September 26, 2015 Goodwill 213,583 405,067 618,650 Accumulated impairment losses (213,583 ) (195,978 ) (409,561 ) — 209,089 209,089 Additions in fiscal 2016 5,473 16,823 22,296 Balance as of September 24, 2016 Goodwill 219,056 421,890 640,946 Accumulated impairment losses (213,583 ) (195,978 ) (409,561 ) $ 5,473 $ 225,912 $ 231,385 Additions or reductions to goodwill include acquisitions, purchase price adjustments and adjustments of amounts upon finalization of purchase accounting. The Company tests goodwill for impairment annually (on the first day of the fourth fiscal quarter), or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount, by first assessing qualitative factors to determine whether it is more likely than not the fair value of the reporting unit is less than its carrying amount. If it is determined that it is more likely than not the fair value of the reporting unit is greater than its carrying amount, it is unnecessary to perform the two-step goodwill impairment test. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the two-step test is performed to identify potential goodwill impairment. Based on certain circumstances, the Company may elect to bypass the qualitative assessment and proceed directly to performing the first step of the two-step goodwill impairment test, which compares the fair value of the Company’s reporting units to their related carrying values, including goodwill. If the fair value of the reporting unit is less than its carrying value, the Company performs an additional step to determine the implied fair value of goodwill associated with that reporting unit. The implied fair value of goodwill is determined by first allocating the fair value of the reporting unit to all of its assets and liabilities and then computing the excess of the reporting unit’s fair value over the amounts assigned to the assets and liabilities. If the carrying value of goodwill exceeds the implied fair value of goodwill, such excess represents the amount of goodwill impairment, and, accordingly, the Company recognizes such impairment. The Company’s goodwill impairment analysis also includes a comparison of the aggregate estimated fair value of its two reporting units to the Company’s total market capitalization. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The estimate of fair value of each of the Company’s reporting units is based on the Company’s projection of revenues, gross margin, operating costs and cash flows considering historical and estimated future results, general economic and market conditions as well as the impact of planned business and operational strategies. The Company bases its fair value estimates on assumptions the Company believes to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Assumptions critical to the Company’s fair value estimates were: (i) discount rates used in determining the fair value of the reporting units; (ii) estimated future cash flows; and (iii) projected revenue and operating profit growth rates used in the reporting unit models. Actual results may differ from those estimates. The valuations employ present value techniques to measure fair value and consider market factors. In connection with the Company’s annual goodwill impairment testing performed during fiscal 2016 , the Company made a qualitative evaluation about the likelihood of goodwill impairment to determine whether it was necessary to calculate the fair values of its reporting units under the two-step goodwill impairment test. The Company completed its qualitative assessment of potential goodwill impairment and it was determined that it was more likely than not the fair values of the Company's reporting units were greater than their carrying amounts, and accordingly, no further testing of goodwill was required. In connection with the Company’s annual goodwill impairment testing performed during fiscal 2015 , a qualitative assessment was not performed by the Company and the first step of the goodwill impairment testing indicated that the fair value of the Company’s reporting segments exceeded their carrying value by more than 10% . Accordingly, no further testing of goodwill was required. In connection with the Company’s annual goodwill impairment testing performed during fiscal 2014 , a qualitative assessment was not performed by the Company and the first step of the goodwill impairment testing indicated that the fair value of the Company’s Pet segment reporting units exceeded their carrying value by more than 10% . Accordingly, no further testing of goodwill was required. Changes in the judgments and estimates underlying the Company’s analysis of goodwill for possible impairment, including expected future cash flows and discount rate, could result in a significantly different estimate of the fair value of the reporting units in the future and could result in additional impairment of goodwill. |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Sep. 24, 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) September 24, 2016 Marketing-related intangible assets – amortizable $ 14.9 $ (11.3 ) $ — $ 3.6 Marketing-related intangible assets – nonamortizable 63.0 — (26.0 ) 37.0 Total 77.9 (11.3 ) (26.0 ) 40.6 Customer-related intangible assets – amortizable 65.6 (26.1 ) — 39.5 Other acquired intangible assets – amortizable 20.8 (11.6 ) — 9.2 Other acquired intangible assets – nonamortizable 7.8 — (1.2 ) 6.6 Total 28.6 (11.6 ) (1.2 ) 15.8 Total other intangible assets $ 172.1 $ (49.0 ) $ (27.2 ) $ 95.9 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. As part of its acquisitions of IMS Trading Corp during the fourth quarter of fiscal 2015, as well as Hydro Organics Wholesale, Inc and DMC in the first quarter of fiscal 2016, the Company acquired approximately $4.2 million of marketing related intangible assets, $22.7 million of customer related intangible assets and $1.5 million of other intangible assets. See Note 3 – Acquisitions . In fiscal 2016, the Company recognized a non-cash $1.8 million impairment charge to certain indefinite-lived intangible assets as a result of declining volume of sales. 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 Company is currently amortizing its acquired intangible assets with definite lives over periods ranging from four years to 25 years ; over weighted average remaining lives of six years for marketing-related intangibles, 11 years for customer-related intangibles and 13 years for other acquired intangibles. Amortization expense for intangibles subject to amortization was approximately $5.8 million , $4.3 million and $4.3 million , for fiscal 2016 , 2015 and 2014 , respectively, and is classified within operating expenses in the consolidated statements of operations. Estimated annual amortization expense related to acquired intangible assets in each of the succeeding five years is estimated to be approximately $5 million per year from fiscal 2017 through fiscal 2021. 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. Other factors indicating the carrying value of the Company’s amortizable intangible assets may not be recoverable were not present in fiscal 2016 , and accordingly, no impairment testing was performed on these assets. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Sep. 24, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following: September 24, September 26, (in thousands) Senior notes, interest at 6.125%, payable semi-annually, principal due November 2023 $ 400,000 $ — Senior subordinated notes, interest at 8.25%, payable semi-annually, repaid in December 2015 — 400,000 Unamortized discount — (309 ) Unamortized debt issuance costs (5,635 ) (3,157 ) Net carrying value 394,365 396,534 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%, amended in April 2016 — — 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 904 448 Total 395,269 396,982 Less current portion (463 ) (291 ) Long-term portion $ 394,806 $ 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 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 September 24, 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 September 24, 2016 , there were no borrowings outstanding and no letters of credit outstanding under the Credit Facility. There were other letters of credit of $2.5 million outstanding as of September 24, 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 September 24, 2016 , the borrowing base and remaining borrowing availability was $318.2 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 1.0% ), 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% - 1.5% and was 1.25% as of September 24, 2016 , and such applicable margin for Base Rate borrowings fluctuates between 0.25% - 0.5% and was 0.25% as of September 24, 2016 . As of September 24, 2016 , the applicable interest rate related to Base Rate borrowings was 3.75% , and the applicable interest rate related to LIBOR-based borrowings was 1.78% . 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 September 24, 2016 . The scheduled principal repayments on long-term debt as of September 24, 2016 are as follows: (in thousands) Fiscal year: 2017 $ 463 2018 374 2019 5 2020 62 2021 — Thereafter 400,000 Total $ 400,904 (1) __________________________ (1) Debt repayments do not reflect the unamortized portion of deferred financing costs associated with the 2023 Notes of $5.6 million as of September 24, 2016 , which is amortizable until November 2023 and is included in the carrying value. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 24, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments Letters of credit – The Company had $2.5 million of outstanding letters of credit related to normal business transactions at September 24, 2016 . These agreements require the Company to maintain specified amounts of cash as collateral in segregated accounts to support the letters of credit issued thereunder, which will affect the amount of cash the Company has available for other uses. The amount of cash collateral in these segregated accounts was $10.9 million and is reflected in “Restricted cash” on the Consolidated Balance Sheets. Purchase commitments – Production and purchase agreements (primarily for grass seed and grains) entered into in the ordinary course of business obligate the Company to make future purchases based on estimated yields. The terms of these contracts vary and have fixed prices or quantities. At September 24, 2016 , estimated annual purchase commitments were $104.6 million for fiscal 2017, $37.3 million for fiscal 2018, $20.5 million for fiscal 2019, $14.1 million for fiscal 2020, $6.7 million for fiscal 2021 and $0.6 million thereafter. Leases – The Company has operating lease agreements principally for office and warehouse facilities and equipment. Such leases have remaining terms of one to 13 years . Rental expense was $25.0 million for fiscal 2016, $23.1 million for fiscal 2015 and $21.3 million for fiscal 2014 . Certain facility leases have renewal options and include escalation clauses. Minimum lease payments include scheduled rent increases pursuant to these escalation provisions. Aggregate minimum annual payments on non-cancelable operating leases at September 24, 2016 are as follows: (in thousands) Fiscal year: 2017 $ 23,811 2018 17,278 2019 14,771 2020 12,721 2021 8,445 Thereafter 29,274 Total $ 106,300 Contingencies The Company may from time to time become involved in legal proceedings in the ordinary course of business. Currently, the Company is not a party to any legal proceedings the resolution of which management believes would have a material effect on the Company’s financial position or results of operations. The Company has received notices from several states stating that they have appointed an agent to conduct an examination of the books and records of the Company to determine whether it has complied with state unclaimed property laws. In addition to seeking unclaimed property subject to escheat laws, the states may seek interest, penalties and other relief. The examinations are at an early stage and, as such, management is unable to determine the impact, if any, on the Company’s financial position or results of operations. The Company has experienced, and may in the future experience, issues with products that may lead to product liability, recalls, withdrawals, replacements of products, or regulatory actions by governmental authorities. The Company has not experienced recent issues with products the resolution of which management believes would have a material effect on the Company’s financial position or results of operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 24, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income tax expense (benefit) consists of the following: Fiscal Year Ended September 24, September 26, September 27, (in thousands) Current: Federal $ 18,592 $ 2,301 $ (329 ) State 2,140 643 873 Foreign 110 25 — Total 20,842 2,969 544 Deferred: Federal 2,796 14,843 4,171 State 463 625 177 Foreign (48 ) 98 (847 ) Total 3,211 15,566 3,501 Total $ 24,053 $ 18,535 $ 4,045 A reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate is as follows: Fiscal Year Ended September 24, September 26, September 27, Statutory federal income tax rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 2.1 2.4 2.1 Other permanent differences (1.6 ) (0.5 ) 0.2 Adjustment of prior year accruals (0.6 ) (0.5 ) (0.2 ) Uncertain tax positions — — 0.4 Credits (1.0 ) (0.3 ) (1.6 ) Change in valuation allowances 0.5 — (5.4 ) Foreign rate differential 0.1 (0.1 ) (1.3 ) Effective income tax rate (benefit) 34.5 % 36.0 % 29.2 % Deferred income taxes reflect the impact of “temporary differences” between asset and liability amounts for financial reporting purposes and such amounts as determined based on existing tax laws. The tax effect of temporary differences and carryforwards which give rise to deferred tax assets and liabilities are as follows: September 24, 2016 September 26, 2015 Deferred Tax Assets Deferred Tax Liabilities Deferred Tax Assets Deferred Tax Liabilities Current: (in thousands) Allowance for doubtful accounts $ 7,634 $ — $ 7,054 $ — Inventory write-downs 9,869 — 11,366 — Prepaid expenses — 1,188 — 651 Nondeductible reserves 1,632 — 936 — State taxes 19 — — 385 Employee benefits 10,544 — 9,411 — Other 3,000 — 2,754 — Total 32,698 1,188 31,521 1,036 Noncurrent: Depreciation and amortization — 62,778 — 52,415 Equity loss 5,070 — — 305 State net operating loss carryforward 4,939 — 5,032 — Stock based compensation 2,642 — 3,422 — State credits 2,317 — 2,348 — Other 2,303 — 2,463 — Valuation allowance (6,583 ) — (6,205 ) — Total 10,688 62,778 7,060 52,720 Total $ 43,386 $ 63,966 $ 38,581 $ 53,756 The Company has state tax net operating losses of $101.8 million which expire at various times between 2016 and 2036 , and foreign losses of $0.4 million , which do not expire. Pursuant to authoritative guidance, the benefit of stock options will only be recorded to stockholders’ equity when cash taxes payable are reduced. The Company has state income tax credits of $3.6 million , which expire at various times beginning in 2016 through 2032 . In evaluating the Company’s ability to recover its deferred tax assets, the Company considers all available positive and negative evidence including past operating results, future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance against any deferred tax assets. The Company has determined there will be insufficient future separate state taxable income for the separate parent company to realize its deferred tax assets. Therefore, valuation allowances of $6.6 million and $6.2 million (net of federal impact) at September 24, 2016 and September 26, 2015 , respectively, have been provided to reduce state deferred tax assets to amounts considered recoverable. The Company classifies uncertain tax positions as non-current income tax liabilities unless expected to be paid within one year . The Company recognizes interest and/or penalties related to income tax matters as a component of pretax income. As of September 24, 2016 and September 26, 2015 , accrued interest was less than $0.1 million and no penalties were accrued related to uncertain tax positions. The following table, which excludes interest and penalties, summarizes the activity related to the Company’s unrecognized tax benefits for fiscal years ended September 24, 2016 and September 26, 2015 (in thousands): Balance as of September 27, 2014 $ 87 Increases related to prior year tax positions 55 Increases related to current year tax positions 20 Decreases related to prior year tax positions — Settlements (9 ) Decreases related to lapse of statute of limitations (15 ) Balance as of September 26, 2015 $ 138 Increases related to prior year tax positions 51 Increases related to current year tax positions 66 Decreases related to prior year tax positions — Settlements (1 ) Decreases related to lapse of statute of limitations — Balance as of September 24, 2016 $ 254 As of September 24, 2016 , unrecognized income tax benefits totaled approximately $0.2 million and all of the unrecognized tax benefits would, if recognized, impact the Company’s effective income tax rate. The Company is principally subject to taxation by the United States and various states within the United States. The Company’s tax filings in major jurisdictions are open to examination by tax authorities by the Internal Revenue Service from fiscal year ended 2013 forward and in various state taxing authorities generally from fiscal year ended 2012 forward. The Company does not believe there will be any significant change in its unrecognized tax benefits within the next twelve months. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Sep. 24, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company’s 2003 Omnibus Equity Incentive Plan (the “2003 Plan”), as amended, provides for the grant of options and restricted stock to key employees, directors and consultants of the Company. The 2003 Plan is administered by the Compensation Committee of the Board of Directors, which is comprised only of independent directors, and which must approve individual awards to be granted, vesting and exercise of share conditions. There is a total of 5.8 million shares of Common Stock, 19.7 million shares of Class A Common Stock and 500,000 shares of Preferred Stock authorized under the 2003 Plan. If and when the Company issues any shares of Preferred Stock under the 2003 Plan, it will reduce the amount of Class A Common Stock available for future issuance in an amount equal to the number of shares of Class A Common Stock that are issuable upon conversion of such Preferred Stock. The Company has a Nonemployee Director Stock Option Plan (the “Director Plan”) which provides for the grant of options and restricted stock to nonemployee directors of the Company. The Director Plan, as amended, provides for the granting to each independent director of options to purchase a number of shares equal to $200,000 divided by the fair market value of the Company’s common stock on the date of each annual meeting of stockholders and a number of shares of restricted stock equal to $20,000 divided by such fair market value. As of September 24, 2016 , there were approximately 0.6 million shares of Common Stock, 5.1 million shares of Class A Common Stock and no shares of Preferred Stock reserved for outstanding equity awards, and there were approximately 4.1 million shares of Common Stock, 10.7 million shares of Class A Common Stock and 0.5 million shares of Preferred Stock remaining for future awards. Stock Option Awards The Company recognized share-based compensation expense of $8.4 million , $8.3 million , and $7.7 million for the years ended September 24, 2016 , September 26, 2015 and September 27, 2014 , respectively, as a component of selling, general and administrative expenses. Share-based compensation expense in fiscal 2016 , 2015 and 2014 consisted of $2.2 million , $3.3 million , and $2.8 million , respectively, for stock options, and $4.5 million , $3.1 million and $3.0 million , respectively, for stock awards. Share-based compensation expense in fiscal 2016 , 2015 and 2014 also includes $1.7 million , $1.9 million and $1.9 million , respectively, for the Company’s 401(k) matching contributions. From fiscal 2008 to fiscal 2011, the Company granted stock options under its 2003 Plan that included performance targets and time-based vesting to key employees and executives. In March 2012, the Company eliminated all of the past and future performance goals relating to stock options granted from fiscal 2008 to fiscal 2011, except for the performance goals relating to the overall Company performance. The Company took this action because, as a result of the Company’s reorganization around functional lines during 2011, the extent to which cumulative performance targets for segments or business units have been or may be achieved became difficult or impossible to measure and the changes underway within the Company were not contemplated when the Company granted the options. After the amendment, 20% of the shares covered by each award continued to be performance-based. The time vested component of the options did not change. Approximately 250 employees were affected by the modification, and no additional compensation cost was recorded. The performance-based component of the options granted in fiscal 2008, 2009, 2010 and 2011 were 100% , 60% , 20% and 0% achieved, respectively, and the related expense was recorded over the estimated service period. As of September 24, 2016 , no unvested options remain for the options granted from fiscal 2008 to fiscal 2011 that were subject to performance based vesting criteria. During fiscal 2016 , the Company granted time-based stock options with an exercise price based on the closing fair market value on the date of the grant. The majority of the options granted in fiscal 2016 vest in four annual installments commencing approximately one year from the date of grant and expire approximately six years after the grant date. The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. Expected stock price volatilities are estimated based on the Company’s historical volatility. The expected term of options granted is based on analyses of historical employee termination rates, option exercises and the contractual term of the option. The risk-free rates are based on U.S. Treasury yields, for notes with comparable terms as the option grants, in effect at the time of the grant. For purposes of this valuation model, no dividends have been assumed. The Company’s calculations were made using the Black-Scholes option pricing model with the following weighted average assumptions: expected life from the date of grant, 3.6 years in fiscal 2016 and 2015 and 3.5 years in fiscal 2014; stock price volatility, 30.8% in fiscal 2016, 30.3% in fiscal 2015 and 34.3% in fiscal 2014; risk free interest rates, 1.3% in fiscal 2016 and 2015 and 1.6% in fiscal 2014; and no dividends during the expected term. The following table summarizes option activity for the period ended September 24, 2016 : Number of Shares (in thousands) Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (in thousands) Outstanding at September 26, 2015 6,257 $ 10.51 3 years $ 38,663 Granted 1,166 $ 13.83 Exercised (2,646 ) $ 10.02 Canceled or expired (608 ) $ 11.31 Outstanding at September 24, 2016 4,169 $ 11.64 3 years $ 53,705 Exercisable at September 27, 2014 5,205 $ 10.81 2 years 390 Exercisable at September 26, 2015 2,910 $ 10.74 2 years 17,226 Exercisable at September 24, 2016 1,732 $ 11.46 2 years 22,954 Expected to vest after September 24, 2016 2,057 $ 11.77 4 years $ 25,948 The price of options to purchase shares of common stock and Class A common stock outstanding at September 24, 2016, September 26, 2015 and September 27, 2014 was between $6.43 to $15.56 per share, $6.43 to $15.00 per share and $6.43 to $16.23 per share per share, respectively. The weighted average grant date fair value of options granted during the fiscal years ended September 24, 2016, September 26, 2015 and September 27, 2014 was $3.04 , $2.51 and $1.93 , respectively. The total intrinsic value of options exercised during the fiscal years ended September 24, 2016, September 26, 2015 and September 27, 2014 was $22.6 million , $5.9 million and $1.4 million , respectively. As of September 24, 2016, there was $5.2 million of total unrecognized compensation cost related to nonvested stock options, which is expected to be recognized over a remaining weighted average vesting period of two years . Restricted Stock Awards As of September 24, 2016 and September 26, 2015, there were approximately 1.5 million and 1.6 million shares, respectively, of restricted stock awards outstanding. Awards granted in fiscal 2016 and 2015 generally vest within four or five years from the date of grant. In fiscal 2014, approximately $6.4 million of bonus amounts earned in fiscal 2013 were paid by granting approximately 570,000 restricted shares that vested immediately. Restricted stock award activity during the three fiscal years for the period ended September 24, 2016 is summarized as follows: Number of Shares Weighted Average Grant Date Fair Value per Share (in thousands) Nonvested at September 28, 2013 894 $ 9.35 Granted 1,021 $ 7.98 Vested (226 ) $ 9.92 Forfeited (80 ) $ 8.93 Nonvested at September 27, 2014 1,609 $ 8.43 Granted 493 $ 10.55 Vested (331 ) $ 8.63 Forfeited (221 ) $ 8.84 Nonvested at September 26, 2015 1,550 $ 9.00 Granted 373 $ 16.32 Vested (295 ) $ 9.32 Forfeited (88 ) $ 9.53 Nonvested at September 24, 2016 1,540 $ 10.68 As of September 24, 2016 , there was $11.2 million of unrecognized compensation cost related to nonvested restricted stock awards, which is expected to be recognized over a weighted average period of two years . |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Sep. 24, 2016 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity At September 24, 2016 , there were 80,000,000 shares of common stock ( $0.01 par value) authorized, of which 11,998,472 were outstanding, and 100,000,000 shares of non-voting Class A common stock ( $0.01 par value) authorized, of which 37,418,572 were outstanding. The preferences and relative rights of the Class A common stock are identical to common stock in all respects, except that the Class A common stock generally will have no voting rights unless otherwise required by Delaware law. There are 3,000,000 shares of Class B stock ( $0.01 par value) authorized, of which 1,652,262 were outstanding at September 24, 2016 and September 26, 2015 . The voting powers, preferences and relative rights of the Class B stock are identical to common stock in all respects except that (i) the holders of common stock are entitled to one vote per share and the holders of Class B stock are entitled to the lesser of ten votes per share or 49% of the total votes cast, (ii) stock dividends on common stock may be paid only in shares of common stock and stock dividends on Class B stock may be paid only in shares of Class B stock and (iii) shares of Class B stock have certain conversion rights and are subject to certain restrictions on ownership and transfer. Each share of Class B stock is convertible into one share of common stock, at the option of the holder. Additional shares of Class B stock may only be issued with majority approval of the holders of the common stock and Class B stock, voting as separate classes. There are 1,000,000 shares of preferred stock ( $0.01 par value) authorized, of which none were outstanding at September 24, 2016 and September 26, 2015 . During fiscal 2011, the Company’s Board of Directors authorized a $100 million share repurchase program, in part, to minimize the dilutive impact of the Company’s stock-based equity compensation programs over time. During the fiscal year ended September 24, 2016 , the Company did not repurchase any of its stock. In total, as of September 24, 2016 , the Company had repurchased approximately 7.9 million shares for an aggregate price of approximately $65.0 million under the share repurchase program. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Sep. 24, 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 earnings (loss) per share (EPS) computations: Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended Net Income Shares Per Share Net Income Shares Per Share Net Income (Loss) Shares Per Share (in thousands, except per share amounts) Basic EPS: Net income (loss) available to common shareholders $ 44,514 48,964 $ 0.91 $ 31,971 48,562 $ 0.66 $ 8,804 48,880 $ 0.18 Effect of dilutive securities: Options to purchase common stock 1,335 (0.02 ) 520 (0.01 ) 69 0 Restricted shares 776 (0.02 ) 556 (0.01 ) 448 0 Diluted EPS: Net income (loss) available to common shareholders $ 44,514 51,075 $ 0.87 $ 31,971 49,638 $ 0.64 $ 8,804 49,397 $ 0.18 For fiscal 2016 , all options outstanding were included in the computation of diluted earnings per share. For fiscal 2015 , 3.2 million options were not included in the computation of diluted earnings per share because the option exercise prices were greater than the average market price of the common shares and, therefore, the effect of including these options would be anti-dilutive. For fiscal 2014 , 9.7 million options were not included in the computation of diluted earnings per share because the option exercise prices were greater than the average market price of the common shares and, therefore, the effect of including these options would be anti-dilutive. |
Quarterly Financial Data - Unau
Quarterly Financial Data - Unaudited | 12 Months Ended |
Sep. 24, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data - Unaudited | Quarterly Financial Data – Unaudited Fiscal 2016 1 st Quarter 2 nd Quarter 3 rd Quarter 4 th Quarter (in thousands, except per share amounts) Net sales $ 359,812 $ 541,249 $ 514,544 $ 413,412 Gross profit 99,786 169,339 163,745 120,180 Net income (loss) attributable to Central Garden & Pet Company (8,602 ) (1 ) 32,697 26,030 (2 ) (5,611 ) (3) Net income (loss) per share: Basic $ (0.18 ) $ 0.67 $ 0.53 $ (0.11 ) Diluted $ (0.18 ) $ 0.65 $ 0.51 $ (0.11 ) Weighted average common shares outstanding: Basic 48,566 48,717 49,120 49,453 Diluted 48,566 50,445 51,063 49,453 Fiscal 2015 1 st Quarter 2 nd Quarter 3 rd Quarter 4 th Quarter (in thousands, except per share amounts) Net sales $ 307,320 $ 497,602 $ 459,446 $ 386,369 Gross profit 87,981 150,062 142,037 107,972 Net income (loss) attributable to Central Garden & Pet Company (5,697 ) 23,237 18,800 (4,369 ) (4) Net income (loss) per share: Basic $ (0.12 ) $ 0.48 $ 0.39 $ (0.09 ) Diluted $ (0.12 ) $ 0.47 $ 0.38 $ (0.09 ) Weighted average common shares outstanding: Basic 49,379 48,384 48,167 48,322 Diluted 49,379 49,439 49,290 48,322 _______________________________ (1) During the first quarter of fiscal 2016, the Company redeemed its 2018 Notes and issued senior notes due November 2023. As a result of the bond redemption, the Company incurred incremental expenses of $14.3 million , comprised of a call premium payment of $8.3 million , a $2.7 million payment of overlapping interest expense for 30 days and a $3.3 million non-cash charge for the write off of unamortized deferred financing costs and discount related to the 2018 Notes. (2) The Company recognized a $2.4 million gain in our Pet segment from the sale of a manufacturing plant resulting from rationalizing our facilities to reduce excess capacity during the third quarter of fiscal 2016. (3) The Company recognized a non-cash impairment charge of $16.6 million related to our investment in two joint ventures as a result of changes in marketplace conditions, and a non-cash impairment charge in our Pet segment of $1.8 million related to the impairment of certain indefinite-lived intangible assets due to declining sales volume during the fourth quarter of fiscal 2016. (4) The Company recognized a $7.3 million non-cash impairment charge to its indefinite-lived intangible assets as a result of increased competition and declining sales volume in its Pet segment during the fourth quarter of fiscal 2015. |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Sep. 24, 2016 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | Transactions with Related Parties During fiscal 2016 , 2015 and 2014 , Tech Pac, a subsidiary of the Company, made purchases from Contract Packaging, Inc, (“CPI”), Tech Pac’s principal supplier and a minority 20% shareholder in Tech Pac. Tech Pac’s total purchases from CPI were approximately $36.5 million , $35.2 million and $30.8 million for fiscal years 2016 , 2015 and 2014 , respectively. Amounts due to CPI as of September 24, 2016 and September 26, 2015 were $1.5 million and $0.6 million , respectively. |
Business Segment Data
Business Segment Data | 12 Months Ended |
Sep. 24, 2016 | |
Segment Reporting [Abstract] | |
Business Segment Data | Business Segment Data The Company’s chief operating decision-maker is its Chief Executive Officer. Operating segments are managed separately because each segment represents a strategic business that offers different products or services. The Company’s chief operating decision maker evaluates performance based on operating income or loss. The Company’s Corporate division is included in the following presentation since certain expenses of this division are not allocated separately to the two operating segments. Segment assets exclude cash equivalents, short-term investments, goodwill, and deferred taxes. Management has determined that the Company has two operating segments which are also reportable segments based on the level at which the chief operating decision maker reviews the results of operations to make decisions regarding performance assessment and resource allocation. These operating segments are the Pet segment and the Garden segment. Substantially all of the Company’s assets and operations relate to its business in the United States. The Pet segment consists of DMC, Four Paws Products, TFH Publications, Kaytee, Aquatics, Interpet, IMS, Pets International, Breeder’s Choice and Life Sciences. These businesses are engaged in the manufacturing, purchase, sale and delivery of internally and externally produced pet supplies, books and food principally to independent pet distributors, national and regional retail chains, grocery stores, mass merchants and bookstores. The Garden segment consists of Pennington Seed, Hydro Organics, AMBRANDS, Lilly Miller, the Pottery Group and Gulfstream. Products manufactured, designed and sourced, or distributed are products found typically in the lawn and garden sections of mass merchandisers, warehouse-type clubs, home improvement centers and nurseries and include grass seed, bird feed, clay pottery, outdoor wooden planters and trellises, herbicides and insecticides. These products are sold directly to national and regional retail chains, independent garden distributors, grocery stores, nurseries and garden supply retailers. The Corporate division includes expenses associated with corporate functions and projects, certain employee benefits, interest income, interest expense and intersegment eliminations. The following table indicates each class of similar products which represented approximately 10% or more of the Company’s consolidated net sales in the fiscal years presented (in millions). Category 2016 2015 2014 Other pet products $ 689.3 $ 594.7 $ 774.2 Garden controls and fertilizer products 298.8 286.3 262.5 Wild bird feed 183.6 193.2 202.1 Grass seed (1) (1) 183.1 Other garden supplies 331.3 343.5 182.5 Dog and cat products 326.0 233.0 (1) Total $ 1,829.0 $ 1,650.7 $ 1,604.4 (1) The product category was less than 10% of our consolidated net sales in the respective period. See Note 4 - Concentration of Credit Risk and Significant Customers and Suppliers for the Company’s largest customers by segment. Financial information relating to the Company’s business segments for each of the three most recent fiscal years is presented in the table below (in thousands): Fiscal Year Ended September 24, 2016 September 26, 2015 September 27, 2014 Net sales: Pet segment $ 1,081,853 $ 894,549 $ 845,505 Garden segment 747,164 756,188 758,852 Total $ 1,829,017 $ 1,650,737 $ 1,604,357 Operating income (loss): Pet segment $ 119,930 (1) $ 98,798 (1) $ 88,077 Garden segment 70,317 60,145 41,020 (2) Corporate (60,889 ) (67,508 ) (72,884 ) Total 129,358 91,435 56,213 Interest expense (42,847 ) (40,027 ) (42,844 ) Interest income 140 129 94 Other income (expense) (17,013 ) (3) 13 403 Income (loss) before income taxes and noncontrolling interest 69,638 51,550 13,866 Income tax expense (benefit) 24,053 18,535 4,045 Net income (loss) including noncontrolling interest 45,585 33,015 9,821 Net income attributable to noncontrolling interest 1,071 1,044 1,017 Net income (loss) attributable to Central Garden & Pet Company $ 44,514 $ 31,971 $ 8,804 Assets: Pet segment $ 508,879 $ 465,171 $ 414,279 Garden segment 304,901 310,981 337,461 Corporate and eliminations 398,413 355,445 396,987 Total $ 1,212,193 $ 1,131,597 $ 1,148,727 Depreciation and amortization: Pet segment $ 22,556 $ 15,885 $ 17,256 Garden segment 6,098 5,988 6,793 Corporate 11,347 11,830 11,732 Total $ 40,001 $ 33,703 $ 35,781 Expenditures for long-lived assets: Pet segment $ 18,939 $ 17,060 $ 8,561 Garden segment 4,750 2,432 5,541 Corporate 3,933 2,538 3,071 Total $ 27,622 $ 22,030 $ 17,173 ___________________________ Noncontrolling interest is associated with the Garden segment. (1) Includes a $1.8 million impairment charge in fiscal 2016 and a $7.3 million impairment charge in fiscal 2015 to indefinite-lived intangible assets as a result of increased competition and declining sales volume. (2) Includes a $16.9 million charge related to certain products introduced in fiscal 2013 and a $4.9 million gain from the sale of manufacturing plant assets. (3) Includes a $16.6 million impairment charge related to two equity method investments. |
Consolidating Condensed Financi
Consolidating Condensed Financial Information of Guarantor Subsidiaries | 12 Months Ended |
Sep. 24, 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 Notes. Those subsidiaries that are guarantors and co-obligors of the 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, Inc. 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 Fiscal Year Ended September 24, 2016 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 587,579 $ 82,567 $ 1,238,339 $ (79,468 ) $ 1,829,017 Cost of goods sold and occupancy 466,543 62,727 820,573 (73,876 ) 1,275,967 Gross profit 121,036 19,840 417,766 (5,592 ) 553,050 Selling, general and administrative expenses 138,556 18,077 272,651 (5,592 ) 423,692 Operating income (loss) (17,520 ) 1,763 145,115 — 129,358 Interest expense (42,700 ) (266 ) 119 — (42,847 ) Interest income 136 4 — — 140 Other income (expense) (16,925 ) (113 ) 25 — (17,013 ) Income (loss) before taxes and equity in earnings of affiliates (77,009 ) 1,388 145,259 — 69,638 Income tax expense (benefit) (26,422 ) 923 49,552 — 24,053 Equity in earnings of affiliates 95,101 — 624 (95,725 ) — Net income including noncontrolling interest 44,514 465 96,331 (95,725 ) 45,585 Noncontrolling interest — 1,071 — — 1,071 Net income (loss) attributable to Central Garden & Pet Company $ 44,514 $ (606 ) $ 96,331 $ (95,725 ) $ 44,514 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Fiscal Year Ended September 26, 2015 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 484,310 $ 100,127 $ 1,146,821 $ (80,521 ) $ 1,650,737 Cost of goods sold and occupancy 379,235 76,597 781,797 (74,944 ) 1,162,685 Gross profit 105,075 23,530 365,024 (5,577 ) 488,052 Selling, general and administrative expenses 124,613 18,329 259,252 (5,577 ) 396,617 Operating income (loss) (19,538 ) 5,201 105,772 — 91,435 Interest expense (39,893 ) (268 ) 134 — (40,027 ) Interest income 126 3 — — 129 Other income (expense) (372 ) 407 (22 ) — 13 Income (loss) before taxes and equity in earnings of affiliates (59,677 ) 5,343 105,884 — 51,550 Income tax expense (benefit) (21,500 ) 2,089 37,946 — 18,535 Equity in earnings of affiliates 70,148 — 2,445 (72,593 ) — Net income including noncontrolling interest 31,971 3,254 70,383 (72,593 ) 33,015 Noncontrolling interest — 1,044 — — 1,044 Net income attributable to Central Garden & Pet Company $ 31,971 $ 2,210 $ 70,383 $ (72,593 ) $ 31,971 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Fiscal Year Ended September 27, 2014 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 460,781 $ 109,453 $ 1,103,926 $ (69,803 ) $ 1,604,357 Cost of goods sold and occupancy 370,492 87,028 757,217 (64,404 ) 1,150,333 Gross profit 90,289 22,425 346,709 (5,399 ) 454,024 Selling, general and administrative expenses 117,240 18,230 267,740 (5,399 ) 397,811 Operating income (loss) (26,951 ) 4,195 78,969 — 56,213 Interest expense (42,742 ) (218 ) 116 — (42,844 ) Interest income 92 2 — — 94 Other income (expense) 186 583 (366 ) — 403 Income (loss) before taxes and equity in earnings of affiliates (69,415 ) 4,562 78,719 — 13,866 Income tax expense (benefit) (26,962 ) 756 30,251 — 4,045 Equity in earnings of affiliates 51,257 — 1,506 (52,763 ) — Net income (loss) including noncontrolling interest 8,804 3,806 49,974 (52,763 ) 9,821 Noncontrolling interest — 1,017 — — 1,017 Net income (loss) attributable to Central Garden & Pet Company $ 8,804 $ 2,789 $ 49,974 $ (52,763 ) $ 8,804 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Fiscal Year Ended September 24, 2016 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income $ 44,514 $ 465 $ 96,331 $ (95,725 ) $ 45,585 Other comprehensive income (loss): Foreign currency translation (1,458 ) (1,132 ) 8 1,124 (1,458 ) Total comprehensive income (loss) 43,056 (667 ) 96,339 (94,601 ) 44,127 Comprehensive income attributable to noncontrolling interests — 1,071 — — 1,071 Comprehensive income attributable to Central Garden & Pet Company $ 43,056 $ (1,738 ) $ 96,339 $ (94,601 ) $ 43,056 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Fiscal Year Ended September 26, 2015 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income $ 31,971 $ 3,254 $ 70,383 $ (72,593 ) $ 33,015 Other comprehensive income: Unrealized loss on securities (10 ) — (10 ) Reclassification of realized loss on securities included in net income 20 — — — 20 Foreign currency translation (1,078 ) (537 ) (380 ) 917 (1,078 ) Total comprehensive income 30,903 2,717 70,003 (71,676 ) 31,947 Comprehensive income attributable to noncontrolling interests — 1,044 — — 1,044 Comprehensive income attributable to Central Garden & Pet Company $ 30,903 $ 1,673 $ 70,003 $ (71,676 ) $ 30,903 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Fiscal Year Ended September 27, 2014 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ 8,804 $ 3,806 $ 49,974 $ (52,763 ) $ 9,821 Other comprehensive loss: Unrealized loss on securities (10 ) — — — (10 ) Foreign currency translation — (200 ) — — (200 ) Total comprehensive income (loss) 8,794 3,606 49,974 (52,763 ) 9,611 Comprehensive income attributable to noncontrolling interests — 1,017 — — 1,017 Comprehensive loss attributable to Central Garden & Pet Company $ 8,794 $ 2,589 $ 49,974 $ (52,763 ) $ 8,594 CONSOLIDATING CONDENSED BALANCE SHEET September 24, 2016 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 82,158 $ 9,695 $ 1,129 $ — $ 92,982 Restricted cash 10,910 — — — 10,910 Accounts receivable, net 59,617 5,156 136,378 — 201,151 Inventories 113,317 11,752 236,935 — 362,004 Prepaid expenses and other assets 20,978 817 25,964 — 47,759 Total current assets 286,980 27,420 400,406 — 714,806 Land, buildings, improvements and equipment, net 41,083 3,897 113,244 — 158,224 Goodwill 15,058 — 216,327 — 231,385 Other long term assets 30,555 2,980 85,701 (11,458 ) 107,778 Intercompany receivable 32,778 — 567,374 (600,152 ) — Investment in subsidiaries 1,176,990 — — (1,176,990 ) — Total $ 1,583,444 $ 34,297 $ 1,383,052 $ (1,788,600 ) $ 1,212,193 LIABILITIES AND EQUITY Accounts payable $ 34,096 $ 3,953 $ 64,364 $ — $ 102,413 Accrued expenses and other liabilities 47,862 1,410 50,071 — 99,343 Current portion of long term debt 88 — 375 — 463 Total current liabilities 82,046 5,363 114,810 — 202,219 Long-term debt 394,364 — 442 — 394,806 Intercompany payable 553,964 46,188 — (600,152 ) — Losses in excess of investment in subsidiaries — — 16,126 (16,126 ) — Other long-term obligations 56 — 71,983 (11,458 ) 60,581 Shareholders’ equity attributable to Central Garden & Pet 553,014 (18,827 ) 1,179,691 (1,160,864 ) 553,014 Noncontrolling interest — 1,573 — — 1,573 Total equity 553,014 (17,254 ) 1,179,691 (1,160,864 ) 554,587 Total $ 1,583,444 $ 34,297 $ 1,383,052 $ (1,788,600 ) $ 1,212,193 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 — 437,385 (470,080 ) — Investment in subsidiaries 1,075,028 — — (1,075,028 ) — Total $ 1,389,811 $ 36,660 $ 1,256,334 $ (1,551,208 ) $ 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 426,639 43,441 — (470,080 ) — Losses in excess of investment in subsidiaries — — 11,867 (11,867 ) — Other long-term obligations 1,770 — 55,952 (6,100 ) 51,622 Shareholders’ equity attributable to Central Garden & Pet 505,286 (12,207 ) 1,075,368 (1,063,161 ) 505,286 Noncontrolling interest — 1,094 — — 1,094 Total equity 505,286 (11,113 ) 1,075,368 (1,063,161 ) 506,380 Total $ 1,389,811 $ 36,660 $ 1,256,334 $ (1,551,208 ) $ 1,131,597 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Fiscal Year Ended September 24, 2016 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ 3,514 $ 2,654 $ 150,141 $ (4,883 ) $ 151,426 Additions to property, plant and equipment (4,513 ) (717 ) (22,392 ) — (27,622 ) Payments to acquire companies, net of expenses (69,001 ) — — — (69,001 ) Proceeds from disposal of land, buildings, etc. — — 3,911 — 3,911 Change in restricted cash and cash equivalents 2,247 — — — 2,247 Maturities of short term investments — — — — — Investment in short term investments — — — — — Other investing activities (730 ) — — — (730 ) Intercompany investing activities (83 ) — (130,100 ) 130,183 — Net cash used by investing activities (72,080 ) (717 ) (148,581 ) 130,183 (91,195 ) 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 (400,286 ) — (21 ) — (400,307 ) Issuance of long-term debt 400,000 400,000 Proceeds from issuance of common stock 324 — — — 324 Excess tax benefits from stock-based awards 6,869 — — — 6,869 Repurchase of common stock (10,873 ) — — — (10,873 ) Payments of contingent consideration (2,026 ) (2,026 ) Payment of deferred financing costs (7,560 ) — — — (7,560 ) Distribution to parent — (4,883 ) — 4,883 — Distribution to noncontrolling interest — (592 ) — — (592 ) Intercompany financing activities 127,436 2,747 — (130,183 ) — Net cash provided (used) by financing activities 115,910 (2,728 ) (2,047 ) (125,300 ) (14,165 ) Effect of exchange rates on cash (1,466 ) 464 334 — (668 ) Net increase (decrease) in cash and cash equivalents 45,878 (327 ) (153 ) — 45,398 Cash and cash equivalents at beginning of year 36,280 10,022 1,282 — 47,584 Cash and cash equivalents at end of year $ 82,158 $ 9,695 $ 1,129 $ — $ 92,982 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Fiscal Year Ended September 26, 2015 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net cash (used) provided by operating activities $ (16,823 ) $ 7,372 $ 103,619 $ (6,719 ) $ 87,449 Additions to property, plant and equipment (2,721 ) (405 ) (18,904 ) — (22,030 ) Payments to acquire companies, net of expenses (38,384 ) — — — (38,384 ) Change in restricted cash and cash equivalents 1,126 — — — 1,126 Maturities of short term investments 9,997 — — — 9,997 Investment in short term investments (17 ) — — — (17 ) Other investing activities (546 ) — — — (546 ) Intercompany investing activities (15,789 ) — (85,963 ) 101,752 — Net cash (used) provided by investing activities (46,334 ) (405 ) (104,867 ) 101,752 (49,854 ) Repayments on revolving line of credit (312,000 ) — — — (312,000 ) Borrowings on revolving line of credit 312,000 — — — 312,000 Repayments of long-term debt (50,262 ) — (27 ) — (50,289 ) Proceeds from issuance of common stock 200 — — — 200 Excess tax benefits from stock-based awards 2,154 — — — 2,154 Repurchase of common stock (18,497 ) — — — (18,497 ) Payment of deferred financing costs (258 ) — — — (258 ) Distribution to parent — (6,719 ) — 6,719 — Distribution to noncontrolling interest — (1,680 ) — — (1,680 ) Intercompany financing activities 103,326 (1,574 ) — (101,752 ) — Net cash provided (used) by financing activities 36,663 (9,973 ) (27 ) (95,033 ) (68,370 ) Effect of exchange rates on cash (697 ) 222 158 — (317 ) Net increase (decrease) in cash and cash equivalents (27,191 ) (2,784 ) (1,117 ) — (31,092 ) Cash and cash equivalents at beginning of year 63,471 12,806 2,399 — 78,676 Cash and cash equivalents at end of year $ 36,280 $ 10,022 $ 1,282 $ — $ 47,584 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Fiscal Year Ended September 27, 2014 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net cash (used) provided by operating activities $ (4,139 ) $ 7,420 $ 125,720 $ (2,534 ) $ 126,467 Additions to property, plant and equipment (6,721 ) (1,027 ) (9,425 ) — (17,173 ) Businesses acquired, net of cash acquired — — (20,282 ) — (20,282 ) Proceeds from disposal of plant and equipment — — 8,737 — 8,737 Change in restricted cash and cash equivalents (14,283 ) — — — (14,283 ) Maturities of short term investments 17,820 — — — 17,820 Investment in short term investments (10,000 ) — — — (10,000 ) Intercompany investing activities (6,726 ) — (104,926 ) 111,652 — Net cash (used) provided by investing activities (19,910 ) (1,027 ) (125,896 ) 111,652 (35,181 ) Repayments on revolving line of credit (301,000 ) — — — (301,000 ) Borrowings on revolving line of credit 278,000 — — — 278,000 Repayments of long-term debt (243 ) — (124 ) — (367 ) Proceeds from issuance of common stock 1,165 — — — 1,165 Excess tax benefits from stock-based awards 498 — — — 498 Repurchase of common stock (2,332 ) — — — (2,332 ) Payment of deferred financing costs (3,090 ) — — — (3,090 ) Distribution to parent — (2,534 ) — 2,534 — Distribution to noncontrolling interest — (633 ) — — (633 ) Intercompany financing activities 109,057 2,595 — (111,652 ) — Net cash provided (used) by financing activities 82,055 (572 ) (124 ) (109,118 ) (27,759 ) Effect of exchange rates on cash 27 (18 ) (16 ) — (7 ) Net increase (decrease) in cash and cash equivalents 58,033 5,803 (316 ) — 63,520 Cash and cash equivalents at beginning of year 5,438 7,003 2,715 — 15,156 Cash and cash equivalents at end of year $ 63,471 $ 12,806 $ 2,399 $ — $ 78,676 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 24, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Segrest Acquisition On October 24, 2016 , the Company purchased Segrest Inc., the leading wholesaler of aquarium fish, for a purchase price of $60 million , of which $6.0 million is contingent upon future events. The Company has not completed its initial purchase price allocation and, therefore, has not provided similar disclosures to those in Note 3 - Acquisitions and Investments in Joint Ventures. The acquisition is expected to strengthen Central's position in the aquatics category and provide the opportunity for significant synergies with the Company's existing aquatics business. Veterinary Products Business In November 2016 , the Company sold a small veterinary products division, which had sales of $8.6 million in fiscal 2016. The business was not profitable over the last several years. |
Organization and Significant 27
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 24, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization – Central Garden & Pet Company (“Central”), a Delaware corporation, and subsidiaries (the “Company”), is a leading marketer and producer of quality branded products and distributor of third party products in the pet and lawn and garden supplies markets. |
Basis of Consolidation and Presentation | Basis of Consolidation and Presentation – The consolidated financial statements include the accounts of Central and all majority-owned subsidiaries. All intercompany balances and transactions have been eliminated. The fiscal years ended September 24, 2016 , September 26, 2015 and September 27, 2014 each included 52 weeks. |
Noncontrolling Interest | Noncontrolling Interest – Noncontrolling interest in the Company’s consolidated financial statements represents the 20% interest not owned by the Company in a consolidated subsidiary. Since the Company controls this subsidiary, its financial statements are consolidated with those of the Company, and the noncontrolling owner’s 20% share of the subsidiary’s net assets and results of operations is deducted and reported as noncontrolling interest on the consolidated balance sheets and as net income attributable to noncontrolling interest in the consolidated statements of operations. |
Use of Estimates | Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including realization of accounts receivable and inventory and valuation of goodwill and intangibles. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition – Sales are recognized when merchandise is shipped, risk of loss and title passes to the customer and the Company has no further obligations to provide services related to such merchandise. Discounts, volume-based rebate incentives and most cooperative advertising amounts are recorded as a reduction of sales. The Company’s practice on product returns is to accept and credit the return of unopened cases of products from customers where the quantity is small, where the product has been mis-shipped or the product is defective. Provisions are made for estimated sales returns which are deducted from net sales at the time of shipment. Sales also include shipping and handling costs billed directly to customers. |
Cost of goods sold and occupancy | Cost of goods sold and occupancy consists of cost of product, inbound freight charges, purchasing and receiving costs, certain indirect purchasing, merchandise handling and storage costs, internal transfer costs as well as allocations of overhead costs, including depreciation, related to the Company’s facilities. Cost of goods sold excludes substantially all shipping and handling and out-bound freight costs to customers, which are included in selling, general and administrative expenses as delivery expenses. |
Advertising Costs | Advertising Costs – The Company expenses the costs of advertising as incurred. |
Other income (expense) | Other income (expense) consists principally of earnings from equity method investments and foreign exchange gains and losses. |
Income taxes | Income taxes are accounted for under the asset and liability method. Deferred income taxes result primarily from bad debt allowances, inventory and goodwill write-downs, amortization and depreciation. The Company establishes a valuation allowance for deferred tax assets when management believes it is more likely than not a deferred tax asset will not be realized. As of fiscal year-end 2016 and 2015 , the Company had valuation allowances related to various state and foreign net deferred tax assets of $6.6 million and $6.2 million , respectively. U.S. income taxes have not been provided on undistributed earnings (approximately $3.0 million at September 24, 2016 ) of our foreign subsidiary since all such earnings are considered indefinitely reinvested overseas. |
Cash and cash equivalents | Cash and cash equivalents include cash and all highly liquid instruments with a maturity of three months or less at the date of purchase. |
Restricted cash and cash equivalents | Restricted cash and cash equivalents include cash and highly liquid instruments that are used as collateral for stand–alone letter of credit agreements. |
Short term investments | Short-term investments include investments with original maturities greater than three months and remaining maturities of one year or less. |
Accounts receivable | Accounts receivable are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest, although a finance charge may be applied to such receivables that are past due. |
Allowance for doubtful accounts | Allowance for doubtful accounts – Trade accounts receivable are regularly evaluated for collectability based on past credit history with customers, their expected returns and deductions and their current financial condition. |
Inventories | Inventories , which primarily consist of garden products and pet supplies finished goods, are stated at the lower of FIFO cost or market. Cost includes certain indirect purchasing, merchandise handling and storage costs incurred to acquire or manufacture inventory, costs to unload, process and put away shipments received in order to prepare them to be picked for orders, and certain other overhead costs. The amount of such costs capitalized to inventory is computed based on an estimate of costs related to the procurement and processing of inventory to prepare it for sale compared to total product purchases. |
Land, buildings, improvements and equipment | Land, buildings, improvements and equipment are stated at cost. Depreciation is computed by the straight-line method over thirty years for buildings. Improvements are amortized on a straight-line basis over the shorter of the useful life of the asset or the terms of the related leases. |
Long-Lived Assets | Long-Lived Assets – The Company reviews its long-lived assets, including amortizable and indefinite-lived intangible assets and property, plant and equipment, for potential impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable, and annually for indefinite-lived intangible assets. An impairment loss would be recognized for amortizable intangible assets and property, plant and equipment when estimated undiscounted future cash flows expected to result from the use of the asset are less than its carrying amount. An impairment loss would be recognized for an intangible asset with an indefinite useful life if its carrying value exceeds its fair value. Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. In fiscal 2016, the Company recognized non-cash asset impairment charges of approximately $ 1.8 million related to certain indefinite-lived intangible assets due to changes in the Company's operational strategy and declining volume of sales. 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. Due to the changes in the Company’s operations and related plans for future SAP implementations, the Company determined that certain software costs previously capitalized had no future value, and accordingly, wrote off capitalized costs of $ 5.9 million in fiscal 2014. Should market conditions or the assumptions used by the Company in determining the fair value of assets change, or management changes plans regarding the future use of certain assets, additional charges to operations may be required in the period in which such conditions occur. |
Goodwill | Goodwill represents the excess of cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Identifiable intangible assets acquired in business combinations are recorded based on their fair values at the date of acquisition. Goodwill is not subject to amortization but must be evaluated for impairment annually. The Company tests for goodwill impairment annually or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. |
Investments | Investments – The Company owns membership interests approximating 50% in four unconsolidated companies. The Company accounts for its interest in these entities using the equity method. |
Accruals For Insurance | Accruals For Insurance – The Company maintains insurance for certain risks, including workers’ compensation, general liability and vehicle liability, and is self-insured for employee related health care benefits. The Company’s workers’ compensation, general liability and vehicle liability insurance policies include deductibles of $250,000 to $350,000 per occurrence. The Company maintains excess loss insurance that covers any health care claims in excess of $700,000 per person per year. The Company establishes reserves for losses based on its claims experience and actuarial estimates of the ultimate loss amount inherent in the claims, including claims incurred but not yet reported. Costs are recognized in the period the claim is incurred, and the financial statement accruals include an estimate of claims incurred but not yet reported. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments – At September 24, 2016 and September 26, 2015 , the carrying amount of cash and cash equivalents, short term investments, accounts receivable and payable, short term borrowings and accrued liabilities approximates fair value because of the short term nature of these instruments. The estimated fair value of the Company’s senior subordinated notes is based on quoted market prices for these instruments. |
Derivative Financial Instruments | Derivative Financial Instruments – The Company reports all derivative financial instruments on the balance sheet at fair value. Changes in fair value are recognized in earnings, or are deferred, depending on the nature of the underlying exposure being hedged and how effective the derivative is at offsetting a change in the underlying exposure. 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 also enters 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. |
Stock-Based Compensation | Stock-Based Compensation – Stock-based compensation cost is estimated at the grant date based on the fair value of the award and is expensed ratably over the service period of the award. |
Total Comprehensive Income (Loss) | Total Comprehensive Income (Loss) – Total comprehensive income (loss) consists of two components: net income and other comprehensive income (loss). Other comprehensive income (loss) refers to gains and losses that under generally accepted accounting principles are recorded directly as an element of shareholders’ equity, but are excluded from net income. Other comprehensive income (loss) is comprised of currency translation adjustments relating to the Company’s foreign subsidiary whose functional currency is not the U.S. dollar, unrealized gains and losses on investments classified as available for sale, as well as the reclassification of realized gains and losses on investments classified as available for sale to net income. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted 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. 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, non cash 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 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 requirements of ASU 2015-02 and does not believe the adoption will have a material impact 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. Statement of Cash Flows In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15) . The ASU provides additional clarification guidance on the classification of certain cash receipts and payments in the statement of cash flows. The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017 with early adoption permitted. The Company is currently evaluating the impact the adoption of ASU 2016-15 will have on its consolidated financial statements. Change in Accounting Principle Prior to the 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. |
Fair Value Measurements | Generally accepted accounting principles require financial assets and liabilities to be categorized based on the inputs used to calculate their fair values as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 – Unobservable inputs for the asset or liability, which reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). The Company’s financial instruments include cash and equivalents, restricted cash and equivalents, short term investments, accounts receivable and payable, derivative instruments, short-term borrowings, and accrued liabilities. The carrying amount of these instruments approximates fair value because of their short-term nature. |
Organization and Significant 28
Organization and Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 24, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | Accordingly, the 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 (in thousands). Financial Statement Line Item Previously Reported September 26, 2015 Reclassifications As Adjusted September 26, 2015 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 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Sep. 24, 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 September 24, 2016 (in thousands): Level 1 Level 2 Level 3 Total Liabilities: Liability for contingent consideration (a) $ — $ — $ 5,113 $ 5,113 Total liabilities $ — $ — $ 5,113 $ 5,113 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 (in thousands): Level 1 Level 2 Level 3 Total Liabilities: Liability for contingent consideration (a) $ — $ — $ 3,625 $ 3,625 Total liabilities $ — $ — $ 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 the Company's consolidated balance sheets. |
Summary of Changes in Fair Value of Level 3 Financial Instruments | The following table provides a summary of changes in fair value of the Company's Level 3 financial instruments for the years ended September 24, 2016 and September 26, 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 924 Performance-based payments made (2,026 ) Balance as of September 24, 2016 $ 5,113 |
Acquisitions and Investments 30
Acquisitions and Investments in Joint Ventures (Tables) | 12 Months Ended |
Sep. 24, 2016 | |
DMC [Member] | |
Business Acquisition [Line Items] | |
Summary of Recording of Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary recording of fair values of the assets acquired and liabilities assumed as of the acquisition date and subsequent adjustments: In thousands Amounts Previously Recognized as of Acquisition Date (1) Measurement Period Adjustments Amounts Recognized as of Acquisition Date (as Adjusted) Current assets, net of cash and cash equivalents acquired $ 41,170 $ 156 $ 41,326 Fixed assets 521 17 538 Goodwill — 15,058 15,058 Other assets 33,810 (33,790 ) 20 Other intangible assets, net — 18,700 18,700 Current liabilities (14,586 ) (40 ) (14,626 ) Net assets acquired, less cash and cash equivalents $ 60,915 $ 101 $ 61,016 (1) As previously reported in the Company's Form 10-Q for the periods ended December 26, 2016, March 26, 2016 and June 25, 2016 |
Business Acquisition, Pro Forma Information | The following pro forma net sales information has been prepared for comparative purposes only and is not necessarily indicative of the net sales of the Company as they would have been had the acquisitions occurred on the assumed dates, nor are they necessarily an indication of future net sales. In thousands (unaudited) Fiscal Year Ended September 24, 2016 September 26, 2015 Pro forma net sales $ 1,856,691 $ 1,815,997 |
IMS Trading Corp [Member] | |
Business Acquisition [Line Items] | |
Summary of Recording of Fair Values of 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 the Company's Form 10-K for the period ended September 26, 2015 and the Company's Form 10-Q for the period ended December 26, 2015 |
Envincio, LLC [Member] | |
Business Acquisition [Line Items] | |
Summary of Recording of Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the recording of the fair values of the assets acquired and liabilities assumed as of the acquisition date and subsequent adjustments: (In thousands) Amounts Current assets, net of cash and cash equivalents acquired $ 6,650 Fixed assets 20 Goodwill 3,333 Intangible assets 11,450 Current liabilities (1,170 ) Net assets acquired, less cash and cash equivalents $ 20,283 |
Allowance for Doubtful Accoun31
Allowance for Doubtful Accounts (Tables) | 12 Months Ended |
Sep. 24, 2016 | |
Receivables [Abstract] | |
Schedule of Allowance for Doubtful Accounts | Changes in the allowance for doubtful accounts are summarized below (in thousands): Description Balances at Beginning of Period Charged/ (Credited) to Costs and Expenses Asset Write-Offs, Less Recoveries Balances at End of Period Fiscal Year Ended September 27, 2014 21,158 8,988 (4,934 ) 25,212 Fiscal Year Ended September 26, 2015 25,212 741 (6,657 ) 19,296 Fiscal Year Ended September 24, 2016 19,296 6,041 (4,268 ) 21,069 |
Inventories, net (Tables)
Inventories, net (Tables) | 12 Months Ended |
Sep. 24, 2016 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories, Net of Allowance for Obsolescence | Inventories, net of allowance for obsolescence, consist of the following (in thousands): September 24, September 26, Raw materials $ 120,786 $ 94,969 Work in progress 17,378 15,268 Finished goods 217,788 215,673 Supplies 6,052 10,036 Total inventories, net $ 362,004 $ 335,946 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Sep. 24, 2016 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment | Property and equipment consists of the following (in thousands): September 24, September 26, Land $ 8,825 $ 9,306 Buildings and improvements 115,965 111,605 Transportation equipment 5,574 5,130 Machine and warehouse equipment 193,525 184,556 Capitalized software 109,641 107,965 Office furniture and equipment 25,282 26,556 458,812 445,118 Accumulated depreciation and amortization (300,588 ) (282,309 ) $ 158,224 $ 162,809 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Sep. 24, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill for the fiscal years ended September 24, 2016 , September 26, 2015 and September 27, 2014 (in thousands): Garden Products Segment Pet Products Segment Total Balance as of September 28, 2013 Goodwill $ 213,583 $ 401,734 $ 615,317 Accumulated impairment losses (213,583 ) (195,978 ) (409,561 ) — 205,756 205,756 Additions in fiscal 2014 — 2,477 2,477 Balance as of September 27, 2014 Goodwill 213,583 404,211 617,794 Accumulated impairment losses (213,583 ) (195,978 ) (409,561 ) — 208,233 208,233 Additions in fiscal 2015 — 856 856 Balance as of September 26, 2015 Goodwill 213,583 405,067 618,650 Accumulated impairment losses (213,583 ) (195,978 ) (409,561 ) — 209,089 209,089 Additions in fiscal 2016 5,473 16,823 22,296 Balance as of September 24, 2016 Goodwill 219,056 421,890 640,946 Accumulated impairment losses (213,583 ) (195,978 ) (409,561 ) $ 5,473 $ 225,912 $ 231,385 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 12 Months Ended |
Sep. 24, 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) September 24, 2016 Marketing-related intangible assets – amortizable $ 14.9 $ (11.3 ) $ — $ 3.6 Marketing-related intangible assets – nonamortizable 63.0 — (26.0 ) 37.0 Total 77.9 (11.3 ) (26.0 ) 40.6 Customer-related intangible assets – amortizable 65.6 (26.1 ) — 39.5 Other acquired intangible assets – amortizable 20.8 (11.6 ) — 9.2 Other acquired intangible assets – nonamortizable 7.8 — (1.2 ) 6.6 Total 28.6 (11.6 ) (1.2 ) 15.8 Total other intangible assets $ 172.1 $ (49.0 ) $ (27.2 ) $ 95.9 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) | 12 Months Ended |
Sep. 24, 2016 | |
Debt Disclosure [Abstract] | |
Components of Long-Term Debt | Long-term debt consists of the following: September 24, September 26, (in thousands) Senior notes, interest at 6.125%, payable semi-annually, principal due November 2023 $ 400,000 $ — Senior subordinated notes, interest at 8.25%, payable semi-annually, repaid in December 2015 — 400,000 Unamortized discount — (309 ) Unamortized debt issuance costs (5,635 ) (3,157 ) Net carrying value 394,365 396,534 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%, amended in April 2016 — — 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 904 448 Total 395,269 396,982 Less current portion (463 ) (291 ) Long-term portion $ 394,806 $ 396,691 |
Scheduled Principal Repayments on Long-Term Debt | The scheduled principal repayments on long-term debt as of September 24, 2016 are as follows: (in thousands) Fiscal year: 2017 $ 463 2018 374 2019 5 2020 62 2021 — Thereafter 400,000 Total $ 400,904 (1) __________________________ (1) Debt repayments do not reflect the unamortized portion of deferred financing costs associated with the 2023 Notes of $5.6 million as of September 24, 2016 , which is amortizable until November 2023 and is included in the carrying value. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 24, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Aggregate Minimum Annual Payments on Non-Cancelable Operating Leases | Aggregate minimum annual payments on non-cancelable operating leases at September 24, 2016 are as follows: (in thousands) Fiscal year: 2017 $ 23,811 2018 17,278 2019 14,771 2020 12,721 2021 8,445 Thereafter 29,274 Total $ 106,300 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 24, 2016 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Tax Expense (Benefit) | The provision for income tax expense (benefit) consists of the following: Fiscal Year Ended September 24, September 26, September 27, (in thousands) Current: Federal $ 18,592 $ 2,301 $ (329 ) State 2,140 643 873 Foreign 110 25 — Total 20,842 2,969 544 Deferred: Federal 2,796 14,843 4,171 State 463 625 177 Foreign (48 ) 98 (847 ) Total 3,211 15,566 3,501 Total $ 24,053 $ 18,535 $ 4,045 |
Reconciliation of the Statutory Federal Income Tax Rate to the Company's Effective Income Tax Rate | A reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate is as follows: Fiscal Year Ended September 24, September 26, September 27, Statutory federal income tax rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 2.1 2.4 2.1 Other permanent differences (1.6 ) (0.5 ) 0.2 Adjustment of prior year accruals (0.6 ) (0.5 ) (0.2 ) Uncertain tax positions — — 0.4 Credits (1.0 ) (0.3 ) (1.6 ) Change in valuation allowances 0.5 — (5.4 ) Foreign rate differential 0.1 (0.1 ) (1.3 ) Effective income tax rate (benefit) 34.5 % 36.0 % 29.2 % |
Tax Effect of Temporary Differences and Carryforwards which Give Rise to Deferred Tax Assets and Liabilities | The tax effect of temporary differences and carryforwards which give rise to deferred tax assets and liabilities are as follows: September 24, 2016 September 26, 2015 Deferred Tax Assets Deferred Tax Liabilities Deferred Tax Assets Deferred Tax Liabilities Current: (in thousands) Allowance for doubtful accounts $ 7,634 $ — $ 7,054 $ — Inventory write-downs 9,869 — 11,366 — Prepaid expenses — 1,188 — 651 Nondeductible reserves 1,632 — 936 — State taxes 19 — — 385 Employee benefits 10,544 — 9,411 — Other 3,000 — 2,754 — Total 32,698 1,188 31,521 1,036 Noncurrent: Depreciation and amortization — 62,778 — 52,415 Equity loss 5,070 — — 305 State net operating loss carryforward 4,939 — 5,032 — Stock based compensation 2,642 — 3,422 — State credits 2,317 — 2,348 — Other 2,303 — 2,463 — Valuation allowance (6,583 ) — (6,205 ) — Total 10,688 62,778 7,060 52,720 Total $ 43,386 $ 63,966 $ 38,581 $ 53,756 |
Activity Related to Company's Unrecognized Tax Benefits | The following table, which excludes interest and penalties, summarizes the activity related to the Company’s unrecognized tax benefits for fiscal years ended September 24, 2016 and September 26, 2015 (in thousands): Balance as of September 27, 2014 $ 87 Increases related to prior year tax positions 55 Increases related to current year tax positions 20 Decreases related to prior year tax positions — Settlements (9 ) Decreases related to lapse of statute of limitations (15 ) Balance as of September 26, 2015 $ 138 Increases related to prior year tax positions 51 Increases related to current year tax positions 66 Decreases related to prior year tax positions — Settlements (1 ) Decreases related to lapse of statute of limitations — Balance as of September 24, 2016 $ 254 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Sep. 24, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes option activity for the period ended September 24, 2016 : Number of Shares (in thousands) Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (in thousands) Outstanding at September 26, 2015 6,257 $ 10.51 3 years $ 38,663 Granted 1,166 $ 13.83 Exercised (2,646 ) $ 10.02 Canceled or expired (608 ) $ 11.31 Outstanding at September 24, 2016 4,169 $ 11.64 3 years $ 53,705 Exercisable at September 27, 2014 5,205 $ 10.81 2 years 390 Exercisable at September 26, 2015 2,910 $ 10.74 2 years 17,226 Exercisable at September 24, 2016 1,732 $ 11.46 2 years 22,954 Expected to vest after September 24, 2016 2,057 $ 11.77 4 years $ 25,948 |
Summary of Restricted Stock Award Activity | Restricted stock award activity during the three fiscal years for the period ended September 24, 2016 is summarized as follows: Number of Shares Weighted Average Grant Date Fair Value per Share (in thousands) Nonvested at September 28, 2013 894 $ 9.35 Granted 1,021 $ 7.98 Vested (226 ) $ 9.92 Forfeited (80 ) $ 8.93 Nonvested at September 27, 2014 1,609 $ 8.43 Granted 493 $ 10.55 Vested (331 ) $ 8.63 Forfeited (221 ) $ 8.84 Nonvested at September 26, 2015 1,550 $ 9.00 Granted 373 $ 16.32 Vested (295 ) $ 9.32 Forfeited (88 ) $ 9.53 Nonvested at September 24, 2016 1,540 $ 10.68 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Sep. 24, 2016 | |
Earnings Per Share [Abstract] | |
Numerators and Denominators in Basic and Diluted Earnings (Loss) Per Share | The following is a reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share (EPS) computations: Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended Net Income Shares Per Share Net Income Shares Per Share Net Income (Loss) Shares Per Share (in thousands, except per share amounts) Basic EPS: Net income (loss) available to common shareholders $ 44,514 48,964 $ 0.91 $ 31,971 48,562 $ 0.66 $ 8,804 48,880 $ 0.18 Effect of dilutive securities: Options to purchase common stock 1,335 (0.02 ) 520 (0.01 ) 69 0 Restricted shares 776 (0.02 ) 556 (0.01 ) 448 0 Diluted EPS: Net income (loss) available to common shareholders $ 44,514 51,075 $ 0.87 $ 31,971 49,638 $ 0.64 $ 8,804 49,397 $ 0.18 |
Quarterly Financial Data - Un41
Quarterly Financial Data - Unaudited (Tables) | 12 Months Ended |
Sep. 24, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data - Unaudited | Fiscal 2016 1 st Quarter 2 nd Quarter 3 rd Quarter 4 th Quarter (in thousands, except per share amounts) Net sales $ 359,812 $ 541,249 $ 514,544 $ 413,412 Gross profit 99,786 169,339 163,745 120,180 Net income (loss) attributable to Central Garden & Pet Company (8,602 ) (1 ) 32,697 26,030 (2 ) (5,611 ) (3) Net income (loss) per share: Basic $ (0.18 ) $ 0.67 $ 0.53 $ (0.11 ) Diluted $ (0.18 ) $ 0.65 $ 0.51 $ (0.11 ) Weighted average common shares outstanding: Basic 48,566 48,717 49,120 49,453 Diluted 48,566 50,445 51,063 49,453 Fiscal 2015 1 st Quarter 2 nd Quarter 3 rd Quarter 4 th Quarter (in thousands, except per share amounts) Net sales $ 307,320 $ 497,602 $ 459,446 $ 386,369 Gross profit 87,981 150,062 142,037 107,972 Net income (loss) attributable to Central Garden & Pet Company (5,697 ) 23,237 18,800 (4,369 ) (4) Net income (loss) per share: Basic $ (0.12 ) $ 0.48 $ 0.39 $ (0.09 ) Diluted $ (0.12 ) $ 0.47 $ 0.38 $ (0.09 ) Weighted average common shares outstanding: Basic 49,379 48,384 48,167 48,322 Diluted 49,379 49,439 49,290 48,322 _______________________________ (1) During the first quarter of fiscal 2016, the Company redeemed its 2018 Notes and issued senior notes due November 2023. As a result of the bond redemption, the Company incurred incremental expenses of $14.3 million , comprised of a call premium payment of $8.3 million , a $2.7 million payment of overlapping interest expense for 30 days and a $3.3 million non-cash charge for the write off of unamortized deferred financing costs and discount related to the 2018 Notes. (2) The Company recognized a $2.4 million gain in our Pet segment from the sale of a manufacturing plant resulting from rationalizing our facilities to reduce excess capacity during the third quarter of fiscal 2016. (3) The Company recognized a non-cash impairment charge of $16.6 million related to our investment in two joint ventures as a result of changes in marketplace conditions, and a non-cash impairment charge in our Pet segment of $1.8 million related to the impairment of certain indefinite-lived intangible assets due to declining sales volume during the fourth quarter of fiscal 2016. (4) The Company recognized a $7.3 million non-cash impairment charge to its indefinite-lived intangible assets as a result of increased competition and declining sales volume in its Pet segment during the fourth quarter of fiscal 2015. |
Business Segment Data (Tables)
Business Segment Data (Tables) | 12 Months Ended |
Sep. 24, 2016 | |
Segment Reporting [Abstract] | |
Class of Similar Products Which Represented Approximately 10% or More of Company's Consolidated Net Sales | The following table indicates each class of similar products which represented approximately 10% or more of the Company’s consolidated net sales in the fiscal years presented (in millions). Category 2016 2015 2014 Other pet products $ 689.3 $ 594.7 $ 774.2 Garden controls and fertilizer products 298.8 286.3 262.5 Wild bird feed 183.6 193.2 202.1 Grass seed (1) (1) 183.1 Other garden supplies 331.3 343.5 182.5 Dog and cat products 326.0 233.0 (1) Total $ 1,829.0 $ 1,650.7 $ 1,604.4 (1) The product category was less than 10% of our consolidated net sales in the respective period. |
Financial Information Relating to Company's Business Segments | Financial information relating to the Company’s business segments for each of the three most recent fiscal years is presented in the table below (in thousands): Fiscal Year Ended September 24, 2016 September 26, 2015 September 27, 2014 Net sales: Pet segment $ 1,081,853 $ 894,549 $ 845,505 Garden segment 747,164 756,188 758,852 Total $ 1,829,017 $ 1,650,737 $ 1,604,357 Operating income (loss): Pet segment $ 119,930 (1) $ 98,798 (1) $ 88,077 Garden segment 70,317 60,145 41,020 (2) Corporate (60,889 ) (67,508 ) (72,884 ) Total 129,358 91,435 56,213 Interest expense (42,847 ) (40,027 ) (42,844 ) Interest income 140 129 94 Other income (expense) (17,013 ) (3) 13 403 Income (loss) before income taxes and noncontrolling interest 69,638 51,550 13,866 Income tax expense (benefit) 24,053 18,535 4,045 Net income (loss) including noncontrolling interest 45,585 33,015 9,821 Net income attributable to noncontrolling interest 1,071 1,044 1,017 Net income (loss) attributable to Central Garden & Pet Company $ 44,514 $ 31,971 $ 8,804 Assets: Pet segment $ 508,879 $ 465,171 $ 414,279 Garden segment 304,901 310,981 337,461 Corporate and eliminations 398,413 355,445 396,987 Total $ 1,212,193 $ 1,131,597 $ 1,148,727 Depreciation and amortization: Pet segment $ 22,556 $ 15,885 $ 17,256 Garden segment 6,098 5,988 6,793 Corporate 11,347 11,830 11,732 Total $ 40,001 $ 33,703 $ 35,781 Expenditures for long-lived assets: Pet segment $ 18,939 $ 17,060 $ 8,561 Garden segment 4,750 2,432 5,541 Corporate 3,933 2,538 3,071 Total $ 27,622 $ 22,030 $ 17,173 ___________________________ Noncontrolling interest is associated with the Garden segment. (1) Includes a $1.8 million impairment charge in fiscal 2016 and a $7.3 million impairment charge in fiscal 2015 to indefinite-lived intangible assets as a result of increased competition and declining sales volume. (2) Includes a $16.9 million charge related to certain products introduced in fiscal 2013 and a $4.9 million gain from the sale of manufacturing plant assets. (3) Includes a $16.6 million impairment charge related to two equity method investments. |
Consolidating Condensed Finan43
Consolidating Condensed Financial Information of Guarantor Subsidiaries (Tables) | 12 Months Ended |
Sep. 24, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Consolidating Condensed Statement of Operations | CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Fiscal Year Ended September 24, 2016 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 587,579 $ 82,567 $ 1,238,339 $ (79,468 ) $ 1,829,017 Cost of goods sold and occupancy 466,543 62,727 820,573 (73,876 ) 1,275,967 Gross profit 121,036 19,840 417,766 (5,592 ) 553,050 Selling, general and administrative expenses 138,556 18,077 272,651 (5,592 ) 423,692 Operating income (loss) (17,520 ) 1,763 145,115 — 129,358 Interest expense (42,700 ) (266 ) 119 — (42,847 ) Interest income 136 4 — — 140 Other income (expense) (16,925 ) (113 ) 25 — (17,013 ) Income (loss) before taxes and equity in earnings of affiliates (77,009 ) 1,388 145,259 — 69,638 Income tax expense (benefit) (26,422 ) 923 49,552 — 24,053 Equity in earnings of affiliates 95,101 — 624 (95,725 ) — Net income including noncontrolling interest 44,514 465 96,331 (95,725 ) 45,585 Noncontrolling interest — 1,071 — — 1,071 Net income (loss) attributable to Central Garden & Pet Company $ 44,514 $ (606 ) $ 96,331 $ (95,725 ) $ 44,514 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Fiscal Year Ended September 26, 2015 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 484,310 $ 100,127 $ 1,146,821 $ (80,521 ) $ 1,650,737 Cost of goods sold and occupancy 379,235 76,597 781,797 (74,944 ) 1,162,685 Gross profit 105,075 23,530 365,024 (5,577 ) 488,052 Selling, general and administrative expenses 124,613 18,329 259,252 (5,577 ) 396,617 Operating income (loss) (19,538 ) 5,201 105,772 — 91,435 Interest expense (39,893 ) (268 ) 134 — (40,027 ) Interest income 126 3 — — 129 Other income (expense) (372 ) 407 (22 ) — 13 Income (loss) before taxes and equity in earnings of affiliates (59,677 ) 5,343 105,884 — 51,550 Income tax expense (benefit) (21,500 ) 2,089 37,946 — 18,535 Equity in earnings of affiliates 70,148 — 2,445 (72,593 ) — Net income including noncontrolling interest 31,971 3,254 70,383 (72,593 ) 33,015 Noncontrolling interest — 1,044 — — 1,044 Net income attributable to Central Garden & Pet Company $ 31,971 $ 2,210 $ 70,383 $ (72,593 ) $ 31,971 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Fiscal Year Ended September 27, 2014 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 460,781 $ 109,453 $ 1,103,926 $ (69,803 ) $ 1,604,357 Cost of goods sold and occupancy 370,492 87,028 757,217 (64,404 ) 1,150,333 Gross profit 90,289 22,425 346,709 (5,399 ) 454,024 Selling, general and administrative expenses 117,240 18,230 267,740 (5,399 ) 397,811 Operating income (loss) (26,951 ) 4,195 78,969 — 56,213 Interest expense (42,742 ) (218 ) 116 — (42,844 ) Interest income 92 2 — — 94 Other income (expense) 186 583 (366 ) — 403 Income (loss) before taxes and equity in earnings of affiliates (69,415 ) 4,562 78,719 — 13,866 Income tax expense (benefit) (26,962 ) 756 30,251 — 4,045 Equity in earnings of affiliates 51,257 — 1,506 (52,763 ) — Net income (loss) including noncontrolling interest 8,804 3,806 49,974 (52,763 ) 9,821 Noncontrolling interest — 1,017 — — 1,017 Net income (loss) attributable to Central Garden & Pet Company $ 8,804 $ 2,789 $ 49,974 $ (52,763 ) $ 8,804 |
Consolidating Condensed Statements of Comprehensive Income | CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Fiscal Year Ended September 24, 2016 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income $ 44,514 $ 465 $ 96,331 $ (95,725 ) $ 45,585 Other comprehensive income (loss): Foreign currency translation (1,458 ) (1,132 ) 8 1,124 (1,458 ) Total comprehensive income (loss) 43,056 (667 ) 96,339 (94,601 ) 44,127 Comprehensive income attributable to noncontrolling interests — 1,071 — — 1,071 Comprehensive income attributable to Central Garden & Pet Company $ 43,056 $ (1,738 ) $ 96,339 $ (94,601 ) $ 43,056 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Fiscal Year Ended September 26, 2015 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income $ 31,971 $ 3,254 $ 70,383 $ (72,593 ) $ 33,015 Other comprehensive income: Unrealized loss on securities (10 ) — (10 ) Reclassification of realized loss on securities included in net income 20 — — — 20 Foreign currency translation (1,078 ) (537 ) (380 ) 917 (1,078 ) Total comprehensive income 30,903 2,717 70,003 (71,676 ) 31,947 Comprehensive income attributable to noncontrolling interests — 1,044 — — 1,044 Comprehensive income attributable to Central Garden & Pet Company $ 30,903 $ 1,673 $ 70,003 $ (71,676 ) $ 30,903 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Fiscal Year Ended September 27, 2014 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ 8,804 $ 3,806 $ 49,974 $ (52,763 ) $ 9,821 Other comprehensive loss: Unrealized loss on securities (10 ) — — — (10 ) Foreign currency translation — (200 ) — — (200 ) Total comprehensive income (loss) 8,794 3,606 49,974 (52,763 ) 9,611 Comprehensive income attributable to noncontrolling interests — 1,017 — — 1,017 Comprehensive loss attributable to Central Garden & Pet Company $ 8,794 $ 2,589 $ 49,974 $ (52,763 ) $ 8,594 |
Consolidating Condensed Balance Sheet | CONSOLIDATING CONDENSED BALANCE SHEET September 24, 2016 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 82,158 $ 9,695 $ 1,129 $ — $ 92,982 Restricted cash 10,910 — — — 10,910 Accounts receivable, net 59,617 5,156 136,378 — 201,151 Inventories 113,317 11,752 236,935 — 362,004 Prepaid expenses and other assets 20,978 817 25,964 — 47,759 Total current assets 286,980 27,420 400,406 — 714,806 Land, buildings, improvements and equipment, net 41,083 3,897 113,244 — 158,224 Goodwill 15,058 — 216,327 — 231,385 Other long term assets 30,555 2,980 85,701 (11,458 ) 107,778 Intercompany receivable 32,778 — 567,374 (600,152 ) — Investment in subsidiaries 1,176,990 — — (1,176,990 ) — Total $ 1,583,444 $ 34,297 $ 1,383,052 $ (1,788,600 ) $ 1,212,193 LIABILITIES AND EQUITY Accounts payable $ 34,096 $ 3,953 $ 64,364 $ — $ 102,413 Accrued expenses and other liabilities 47,862 1,410 50,071 — 99,343 Current portion of long term debt 88 — 375 — 463 Total current liabilities 82,046 5,363 114,810 — 202,219 Long-term debt 394,364 — 442 — 394,806 Intercompany payable 553,964 46,188 — (600,152 ) — Losses in excess of investment in subsidiaries — — 16,126 (16,126 ) — Other long-term obligations 56 — 71,983 (11,458 ) 60,581 Shareholders’ equity attributable to Central Garden & Pet 553,014 (18,827 ) 1,179,691 (1,160,864 ) 553,014 Noncontrolling interest — 1,573 — — 1,573 Total equity 553,014 (17,254 ) 1,179,691 (1,160,864 ) 554,587 Total $ 1,583,444 $ 34,297 $ 1,383,052 $ (1,788,600 ) $ 1,212,193 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 — 437,385 (470,080 ) — Investment in subsidiaries 1,075,028 — — (1,075,028 ) — Total $ 1,389,811 $ 36,660 $ 1,256,334 $ (1,551,208 ) $ 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 426,639 43,441 — (470,080 ) — Losses in excess of investment in subsidiaries — — 11,867 (11,867 ) — Other long-term obligations 1,770 — 55,952 (6,100 ) 51,622 Shareholders’ equity attributable to Central Garden & Pet 505,286 (12,207 ) 1,075,368 (1,063,161 ) 505,286 Noncontrolling interest — 1,094 — — 1,094 Total equity 505,286 (11,113 ) 1,075,368 (1,063,161 ) 506,380 Total $ 1,389,811 $ 36,660 $ 1,256,334 $ (1,551,208 ) $ 1,131,597 |
Consolidating Condensed Statement of Cash Flows | CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Fiscal Year Ended September 24, 2016 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ 3,514 $ 2,654 $ 150,141 $ (4,883 ) $ 151,426 Additions to property, plant and equipment (4,513 ) (717 ) (22,392 ) — (27,622 ) Payments to acquire companies, net of expenses (69,001 ) — — — (69,001 ) Proceeds from disposal of land, buildings, etc. — — 3,911 — 3,911 Change in restricted cash and cash equivalents 2,247 — — — 2,247 Maturities of short term investments — — — — — Investment in short term investments — — — — — Other investing activities (730 ) — — — (730 ) Intercompany investing activities (83 ) — (130,100 ) 130,183 — Net cash used by investing activities (72,080 ) (717 ) (148,581 ) 130,183 (91,195 ) 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 (400,286 ) — (21 ) — (400,307 ) Issuance of long-term debt 400,000 400,000 Proceeds from issuance of common stock 324 — — — 324 Excess tax benefits from stock-based awards 6,869 — — — 6,869 Repurchase of common stock (10,873 ) — — — (10,873 ) Payments of contingent consideration (2,026 ) (2,026 ) Payment of deferred financing costs (7,560 ) — — — (7,560 ) Distribution to parent — (4,883 ) — 4,883 — Distribution to noncontrolling interest — (592 ) — — (592 ) Intercompany financing activities 127,436 2,747 — (130,183 ) — Net cash provided (used) by financing activities 115,910 (2,728 ) (2,047 ) (125,300 ) (14,165 ) Effect of exchange rates on cash (1,466 ) 464 334 — (668 ) Net increase (decrease) in cash and cash equivalents 45,878 (327 ) (153 ) — 45,398 Cash and cash equivalents at beginning of year 36,280 10,022 1,282 — 47,584 Cash and cash equivalents at end of year $ 82,158 $ 9,695 $ 1,129 $ — $ 92,982 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Fiscal Year Ended September 26, 2015 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net cash (used) provided by operating activities $ (16,823 ) $ 7,372 $ 103,619 $ (6,719 ) $ 87,449 Additions to property, plant and equipment (2,721 ) (405 ) (18,904 ) — (22,030 ) Payments to acquire companies, net of expenses (38,384 ) — — — (38,384 ) Change in restricted cash and cash equivalents 1,126 — — — 1,126 Maturities of short term investments 9,997 — — — 9,997 Investment in short term investments (17 ) — — — (17 ) Other investing activities (546 ) — — — (546 ) Intercompany investing activities (15,789 ) — (85,963 ) 101,752 — Net cash (used) provided by investing activities (46,334 ) (405 ) (104,867 ) 101,752 (49,854 ) Repayments on revolving line of credit (312,000 ) — — — (312,000 ) Borrowings on revolving line of credit 312,000 — — — 312,000 Repayments of long-term debt (50,262 ) — (27 ) — (50,289 ) Proceeds from issuance of common stock 200 — — — 200 Excess tax benefits from stock-based awards 2,154 — — — 2,154 Repurchase of common stock (18,497 ) — — — (18,497 ) Payment of deferred financing costs (258 ) — — — (258 ) Distribution to parent — (6,719 ) — 6,719 — Distribution to noncontrolling interest — (1,680 ) — — (1,680 ) Intercompany financing activities 103,326 (1,574 ) — (101,752 ) — Net cash provided (used) by financing activities 36,663 (9,973 ) (27 ) (95,033 ) (68,370 ) Effect of exchange rates on cash (697 ) 222 158 — (317 ) Net increase (decrease) in cash and cash equivalents (27,191 ) (2,784 ) (1,117 ) — (31,092 ) Cash and cash equivalents at beginning of year 63,471 12,806 2,399 — 78,676 Cash and cash equivalents at end of year $ 36,280 $ 10,022 $ 1,282 $ — $ 47,584 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Fiscal Year Ended September 27, 2014 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net cash (used) provided by operating activities $ (4,139 ) $ 7,420 $ 125,720 $ (2,534 ) $ 126,467 Additions to property, plant and equipment (6,721 ) (1,027 ) (9,425 ) — (17,173 ) Businesses acquired, net of cash acquired — — (20,282 ) — (20,282 ) Proceeds from disposal of plant and equipment — — 8,737 — 8,737 Change in restricted cash and cash equivalents (14,283 ) — — — (14,283 ) Maturities of short term investments 17,820 — — — 17,820 Investment in short term investments (10,000 ) — — — (10,000 ) Intercompany investing activities (6,726 ) — (104,926 ) 111,652 — Net cash (used) provided by investing activities (19,910 ) (1,027 ) (125,896 ) 111,652 (35,181 ) Repayments on revolving line of credit (301,000 ) — — — (301,000 ) Borrowings on revolving line of credit 278,000 — — — 278,000 Repayments of long-term debt (243 ) — (124 ) — (367 ) Proceeds from issuance of common stock 1,165 — — — 1,165 Excess tax benefits from stock-based awards 498 — — — 498 Repurchase of common stock (2,332 ) — — — (2,332 ) Payment of deferred financing costs (3,090 ) — — — (3,090 ) Distribution to parent — (2,534 ) — 2,534 — Distribution to noncontrolling interest — (633 ) — — (633 ) Intercompany financing activities 109,057 2,595 — (111,652 ) — Net cash provided (used) by financing activities 82,055 (572 ) (124 ) (109,118 ) (27,759 ) Effect of exchange rates on cash 27 (18 ) (16 ) — (7 ) Net increase (decrease) in cash and cash equivalents 58,033 5,803 (316 ) — 63,520 Cash and cash equivalents at beginning of year 5,438 7,003 2,715 — 15,156 Cash and cash equivalents at end of year $ 63,471 $ 12,806 $ 2,399 $ — $ 78,676 |
Organization and Significant 44
Organization and Significant Accounting Policies - Additional Information (Detail) - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | |
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Shipping and handling costs included in net sales | $ 3.8 | $ 5.4 | $ 8 |
Cost of shipping and handling included in selling, general and administrative expenses | 48.9 | 44.4 | 45.6 |
Advertising expenses | 30 | 25 | 30.9 |
Employees benefit plan | 1.7 | 1.9 | 1.9 |
Valuation allowances related to net deferred tax assets | 6.6 | 6.2 | |
Undistributed foreign earnings | 3 | ||
Deferred tax liabilities, net of foreign tax credits | $ 0.5 | ||
Maturity period of debt instruments | 3 months | ||
Other long-lived asset impairments | $ 1.8 | $ 7.3 | |
Capitalized costs write off | $ 5.9 | ||
Building [Member] | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Useful life | 30 years | ||
Minimum [Member] | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Maturity date of investments | 3 months | ||
Minimum [Member] | Equipment and Capitalized Software [Member] | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Useful life | 3 years | ||
Maximum [Member] | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Maturity date of investments | 1 year | ||
Maximum [Member] | Equipment and Capitalized Software [Member] | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Useful life | 10 years | ||
Class A Common Stock [Member] | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
401(k) matching contributions made in Class A common stock | 99 | 195 | 245 |
Subsidiaries [Member] | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Noncontrolling interest owned by the subsidiary | 20.00% |
Organization and Significant 45
Organization and Significant Accounting Policies - Additional Information 1 (Detail) | 3 Months Ended | 12 Months Ended | |||
Sep. 24, 2016USD ($)Companies | Sep. 24, 2016USD ($)Companies | Sep. 26, 2015USD ($) | Sep. 27, 2014USD ($) | Dec. 30, 2014 | |
New Accounting Pronouncement, Early Adoption [Line Items] | |||||
Owned percentage in unconsolidated entities (as percent) | 50.00% | 50.00% | |||
Number of unconsolidated companies | Companies | 4 | 4 | |||
Equity income | $ 400,000 | $ 400,000 | $ 600,000 | ||
Investment in unconsolidated companies | $ 500,000 | 500,000 | 16,500,000 | ||
Non-cash impairment charge | 16,600,000 | 19,367,000 | 7,272,000 | 5,870,000 | |
Excess loss insurance that covers any health care claims | 700,000 | ||||
Outstanding derivative instruments | $ 0 | 0 | 0 | ||
Stock-based compensation | 8,356,000 | 8,315,000 | 7,678,000 | ||
Stock-based compensation after tax | 5,300,000 | $ 5,300,000 | $ 4,900,000 | ||
Minimum [Member] | |||||
New Accounting Pronouncement, Early Adoption [Line Items] | |||||
General liability and vehicle liability insurance policies | 250,000 | ||||
Maximum [Member] | |||||
New Accounting Pronouncement, Early Adoption [Line Items] | |||||
General liability and vehicle liability insurance policies | 350,000 | ||||
Purishield LLC and Ceregenin LLC [Member] | |||||
New Accounting Pronouncement, Early Adoption [Line Items] | |||||
Owned percentage in unconsolidated entities (as percent) | 50.00% | ||||
Non-cash impairment charge | $ 16,600,000 |
Organization and Significant 46
Organization and Significant Accounting Policies - 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 | Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Other assets | $ 11,913 | $ 30,419 | |
Total assets | 1,212,193 | 1,131,597 | $ 1,148,727 |
Long-term debt | 394,806 | 396,691 | |
Total liabilities and equity | $ 1,212,193 | 1,131,597 | |
Previously Reported [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Other assets | 33,576 | ||
Total assets | 1,134,754 | ||
Long-term debt | 399,848 | ||
Total liabilities and equity | 1,134,754 | ||
Reclassifications [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Other assets | (3,157) | ||
Total assets | (3,157) | ||
Long-term debt | (3,157) | ||
Total liabilities and equity | $ (3,157) |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 24, 2016 | Sep. 26, 2015 |
Liabilities: | ||
Total liabilities | $ 5,113 | $ 3,625 |
Liability for Contingent Consideration [Member] | ||
Liabilities: | ||
Total liabilities | 5,113 | 3,625 |
Level 1 [Member] | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 1 [Member] | Liability for Contingent Consideration [Member] | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 2 [Member] | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 2 [Member] | Liability for Contingent Consideration [Member] | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 3 [Member] | ||
Liabilities: | ||
Total liabilities | 5,113 | 3,625 |
Level 3 [Member] | Liability for Contingent Consideration [Member] | ||
Liabilities: | ||
Total liabilities | $ 5,113 | $ 3,625 |
Fair Value Measurements - Sum48
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Financial Instruments (Detail) - Level 3 [Member] $ in Thousands | 12 Months Ended |
Sep. 24, 2016USD ($) | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration [Roll Forward] | |
Beginning balance | $ 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 | 924 |
Performance-based payments made | (2,026) |
Ending balance | $ 5,113 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2015 | Sep. 24, 2016 | Sep. 26, 2015 | Sep. 24, 2016 | Sep. 26, 2015 | Nov. 09, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Indefinite-lived intangible assets, carrying value | $ 1,800,000 | $ 22,300,000 | $ 1,800,000 | $ 22,300,000 | ||
Indefinite-lived intangible assets, impairment charge | 1,800,000 | 7,300,000 | 1,800,000 | 7,300,000 | ||
Indefinite-lived intangible assets, fair value | 15,000,000 | 15,000,000 | ||||
Carrying value of senior subordinated notes | 395,269,000 | 396,982,000 | 395,269,000 | 396,982,000 | ||
Senior notes [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Carrying value of senior subordinated notes | 394,365,000 | 396,534,000 | 394,365,000 | 396,534,000 | ||
Debt, aggregate principal amount | $ 50,000,000 | 400,000,000 | 400,000,000 | |||
Debt redemption price percentage | 102.063% | |||||
Senior notes [Member] | Estimate of Fair Value Measurement [Member] | ||||||
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 | 410,500,000 | ||||
Senior notes [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Carrying value of senior subordinated notes | $ 396,500,000 | $ 396,500,000 | ||||
6.125% Senior Notes Due in November 2023 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Carrying value of senior subordinated notes | $ 400,000,000 | |||||
Debt instrument interest rate stated, percentage | 6.125% | |||||
6.125% Senior Notes Due in November 2023 [Member] | Senior notes [Member] | Estimate of Fair Value Measurement [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Estimated fair value of senior subordinated notes due 2018 | 430,300,000 | 430,300,000 | ||||
6.125% Senior Notes Due in November 2023 [Member] | Senior notes [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Carrying value of senior subordinated notes | $ 394,400,000 | $ 394,400,000 |
Acquisitions and Investments 50
Acquisitions and Investments in Joint Ventures - Additional Information (Detail) $ in Thousands | Dec. 01, 2015USD ($) | Sep. 30, 2015USD ($) | Dec. 30, 2014USD ($)JointVenture | Sep. 24, 2016USD ($)JointVenture | Sep. 24, 2016USD ($)JointVenture | Sep. 26, 2015USD ($) | Jul. 31, 2015USD ($) | Sep. 27, 2014USD ($) | Apr. 01, 2014USD ($) | Sep. 28, 2013USD ($) |
Business Acquisition [Line Items] | ||||||||||
Excess of purchase price included in goodwill | $ 231,385 | $ 231,385 | $ 209,089 | $ 208,233 | $ 205,756 | |||||
Percentage of equity interest in joint venture | 50.00% | 50.00% | ||||||||
Number of joint ventures | JointVenture | 2 | 2 | ||||||||
Purishield LLC and Ceregenin LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Investment in joint ventures | $ 16,000 | |||||||||
Percentage of equity interest in joint venture | 50.00% | |||||||||
Number of joint ventures | JointVenture | 2 | |||||||||
Hydro Organics Wholesale Inc [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to acquire businesses | $ 7,800 | |||||||||
Purchase price in excess of fair value | 10,700 | |||||||||
Excess of purchase price included in intangible assets | 5,200 | |||||||||
Excess of purchase price included in goodwill | 5,500 | |||||||||
Hydro Organics Wholesale Inc [Member] | Future Performance [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Estimated contingent future performance-based payments | $ 2,600 | |||||||||
DMC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price in excess of fair value | $ 33,800 | |||||||||
Excess of purchase price included in intangible assets | 18,700 | |||||||||
Excess of purchase price included in goodwill | 15,058 | |||||||||
Cost of acquisition | $ 61,000 | |||||||||
DMC and IMS Trading Corp [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Impact of acquisitions on the Company's operating income | $ 10,600 | |||||||||
IMS Trading Corp [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Excess of purchase price included in intangible assets | $ 4,510 | |||||||||
Excess of purchase price included in goodwill | $ 1,400 | $ 1,400 | 1,365 | |||||||
Purchase of certain assets | $ 23,200 | |||||||||
Envincio, LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Excess of purchase price included in intangible assets | $ 11,450 | |||||||||
Excess of purchase price included in goodwill | 3,333 | |||||||||
Purchase of certain assets | $ 20,300 | |||||||||
Other Nonoperating Income (Expense) [Member] | Purishield LLC and Ceregenin LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Non-cash impairment charge | $ 16,600 |
Acquisitions and Investments 51
Acquisitions and Investments in Joint Ventures - Summary of Recording of Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 01, 2015 | Jul. 31, 2015 | Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | Apr. 01, 2014 | Sep. 28, 2013 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 231,385 | $ 209,089 | $ 208,233 | $ 205,756 | |||
DMC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Current assets, net of cash and cash equivalents acquired | $ 41,326 | ||||||
Fixed assets | 538 | ||||||
Goodwill | 15,058 | ||||||
Other assets | 20 | ||||||
Intangible assets | 18,700 | ||||||
Current liabilities | (14,626) | ||||||
Net assets acquired, less cash and cash equivalents | 61,016 | ||||||
IMS Trading Corp [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Current assets, net of cash and cash equivalents acquired | $ 20,773 | ||||||
Fixed assets | 1,670 | ||||||
Goodwill | 1,365 | $ 1,400 | |||||
Other assets | 0 | ||||||
Intangible assets | 4,510 | ||||||
Current liabilities | (5,100) | ||||||
Net assets acquired, less cash and cash equivalents | 23,218 | ||||||
Envincio, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Current assets, net of cash and cash equivalents acquired | $ 6,650 | ||||||
Fixed assets | 20 | ||||||
Goodwill | 3,333 | ||||||
Intangible assets | 11,450 | ||||||
Current liabilities | (1,170) | ||||||
Net assets acquired, less cash and cash equivalents | $ 20,283 | ||||||
Amounts Previously Recognized as of Acquisition Date [Member] | DMC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Current assets, net of cash and cash equivalents acquired | 41,170 | ||||||
Fixed assets | 521 | ||||||
Goodwill | 0 | ||||||
Other assets | 33,810 | ||||||
Intangible assets | 0 | ||||||
Current liabilities | (14,586) | ||||||
Net assets acquired, less cash and cash equivalents | 60,915 | ||||||
Amounts Previously Recognized as of Acquisition Date [Member] | IMS Trading Corp [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Current assets, net of cash and cash equivalents acquired | 20,458 | ||||||
Fixed assets | 1,670 | ||||||
Goodwill | 0 | ||||||
Other assets | 5,356 | ||||||
Intangible assets | 0 | ||||||
Current liabilities | (5,100) | ||||||
Net assets acquired, less cash and cash equivalents | 22,384 | ||||||
Measurement Period Adjustments [Member] | DMC [Member] | |||||||
Measurement Period Adjustments | |||||||
Current assets, net of cash and cash equivalents acquired | 156 | ||||||
Fixed assets | 17 | ||||||
Goodwill | 15,058 | ||||||
Other assets | (33,790) | ||||||
Other intangible assets, net | 18,700 | ||||||
Current liabilities | (40) | ||||||
Net assets acquired, less cash and cash equivalents | $ 101 | ||||||
Measurement Period Adjustments [Member] | IMS Trading Corp [Member] | |||||||
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 |
Acquisitions and Investments 52
Acquisitions and Investments in Joint Ventures - Pro Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 24, 2016 | Sep. 26, 2015 | |
DMC [Member] | ||
Business Acquisition [Line Items] | ||
Pro forma net sales | $ 1,856,691 | $ 1,815,997 |
Concentration of Credit Risk 53
Concentration of Credit Risk and Significant Customers and Suppliers - Additional Information (Detail) | 12 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | |
Concentration Risk [Line Items] | |||
Percentage of net sales | 42.00% | 40.00% | 41.00% |
Percentage of accounts receivable | 41.00% | 35.00% | |
Percentage of accounts receivable including Company's largest customer | 11.00% | 12.00% | |
Percentage of cost of goods sold | 9.00% | 11.00% | 10.00% |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||
Concentration Risk [Line Items] | |||
Percentage of largest customer accounted of the Company's net sales | 15.00% | 16.00% | 17.00% |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||
Concentration Risk [Line Items] | |||
Percentage of largest customer accounted of the Company's net sales | 8.00% | 8.00% | 7.00% |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | |||
Concentration Risk [Line Items] | |||
Percentage of largest customer accounted of the Company's net sales | 8.00% | 7.00% | 8.00% |
Allowance for Doubtful Accoun54
Allowance for Doubtful Accounts - Schedule of Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balances at Beginning of Period | $ 19,296 | $ 25,212 | $ 21,158 |
Charged/ (Credited) to Costs and Expenses | 6,041 | 741 | 8,988 |
Asset Write-Offs, Less Recoveries | (4,268) | (6,657) | (4,934) |
Balances at End of Period | $ 21,069 | $ 19,296 | $ 25,212 |
Inventories, Net - Summary of I
Inventories, Net - Summary of Inventories, Net of Allowance for Obsolescence (Detail) - USD ($) $ in Thousands | Sep. 24, 2016 | Sep. 26, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 120,786 | $ 94,969 |
Work in progress | 17,378 | 15,268 |
Finished goods | 217,788 | 215,673 |
Supplies | 6,052 | 10,036 |
Total inventories, net | $ 362,004 | $ 335,946 |
Property and Equipment, Net - C
Property and Equipment, Net - Components of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 24, 2016 | Sep. 26, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 458,812 | $ 445,118 |
Accumulated depreciation and amortization | (300,588) | (282,309) |
Property and equipment, net | 158,224 | 162,809 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,825 | 9,306 |
Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 115,965 | 111,605 |
Transportation Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,574 | 5,130 |
Machine and Warehouse Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 193,525 | 184,556 |
Capitalized Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 109,641 | 107,965 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 25,282 | $ 26,556 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense, including the amortization of intangible assets | $ 40,001 | $ 33,703 | $ 35,781 |
Goodwill - Changes in Carrying
Goodwill - Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | Sep. 28, 2013 | |
Goodwill [Line Items] | ||||
Goodwill | $ 640,946 | $ 618,650 | $ 617,794 | $ 615,317 |
Accumulated impairment losses | (409,561) | (409,561) | (409,561) | (409,561) |
Total goodwill | 231,385 | 209,089 | 208,233 | 205,756 |
Additions in fiscal year | 22,296 | 856 | 2,477 | |
Garden Products Segment [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | 219,056 | 213,583 | 213,583 | 213,583 |
Accumulated impairment losses | (213,583) | (213,583) | (213,583) | (213,583) |
Total goodwill | 5,473 | 0 | 0 | 0 |
Additions in fiscal year | 5,473 | 0 | 0 | |
Pet Products Segment [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | 421,890 | 405,067 | 404,211 | 401,734 |
Accumulated impairment losses | (195,978) | (195,978) | (195,978) | (195,978) |
Total goodwill | 225,912 | 209,089 | 208,233 | $ 205,756 |
Additions in fiscal year | $ 16,823 | $ 856 | $ 2,477 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - Segments | 12 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Number of reportable segments | 2 | ||
Fair value of reporting segments exceeds carrying value, percentage | 10.00% | 10.00% |
Other Intangible Assets - Compo
Other Intangible Assets - Components of Gross and Net Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 24, 2016 | Sep. 26, 2015 |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Gross | $ 172,100 | $ 144,100 |
Accumulated Amortization | (49,000) | (43,200) |
Accumulated Impairment | (27,200) | (25,400) |
Net Carrying Value | 95,865 | 75,460 |
Marketing-Related Intangible Assets [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Gross | 77,900 | 73,700 |
Accumulated Amortization | (11,300) | (10,400) |
Accumulated Impairment | (26,000) | (24,200) |
Net Carrying Value | 40,600 | 39,100 |
Other Acquired Intangible Assets [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Gross | 28,600 | 27,100 |
Accumulated Amortization | (11,600) | (10,500) |
Accumulated Impairment | (1,200) | (1,200) |
Net Carrying Value | 15,800 | 15,400 |
Amortizable [Member] | Marketing-Related Intangible Assets [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Gross | 14,900 | 14,100 |
Accumulated Amortization | (11,300) | (10,400) |
Accumulated Impairment | 0 | 0 |
Net Carrying Value | 3,600 | 3,700 |
Amortizable [Member] | Customer-Related Intangible Assets [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Gross | 65,600 | 43,300 |
Accumulated Amortization | (26,100) | (22,300) |
Accumulated Impairment | 0 | 0 |
Net Carrying Value | 39,500 | 21,000 |
Amortizable [Member] | Other Acquired Intangible Assets [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Gross | 20,800 | 19,300 |
Accumulated Amortization | (11,600) | (10,500) |
Accumulated Impairment | 0 | 0 |
Net Carrying Value | 9,200 | 8,800 |
Nonamortizable [Member] | Marketing-Related Intangible Assets [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Gross | 63,000 | 59,600 |
Accumulated Amortization | 0 | 0 |
Accumulated Impairment | (26,000) | (24,200) |
Net Carrying Value | 37,000 | 35,400 |
Nonamortizable [Member] | Other Acquired Intangible Assets [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Gross | 7,800 | 7,800 |
Accumulated Amortization | 0 | 0 |
Accumulated Impairment | (1,200) | (1,200) |
Net Carrying Value | $ 6,600 | $ 6,600 |
Other Intangible Assets - Addit
Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | Dec. 26, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Indefinite-lived intangible assets, impairment charge | $ 1.8 | $ 7.3 | $ 1.8 | $ 7.3 | ||
Amortization expense for intangibles | 5.8 | $ 4.3 | $ 4.3 | |||
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 | ||||
Estimated annual amortization expense related to acquired intangible assets, 2021 | $ 5 | $ 5 | ||||
Minimum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average remaining lives of acquired intangible assets | 4 years | |||||
Maximum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average remaining lives of acquired intangible assets | 25 years | |||||
Marketing-Related Intangible Assets [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average remaining lives of acquired intangible assets | 6 years | |||||
Customer-Related Intangible Assets [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average remaining lives of acquired intangible assets | 11 years | |||||
Other Acquired Intangible Assets [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average remaining lives of acquired intangible assets | 13 years | |||||
IMS Trading Corp, Hydro Organics Wholesale, Inc and DMC [Member] | Marketing-Related Intangible Assets [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Other intangible assets, net | $ 4.2 | |||||
IMS Trading Corp, Hydro Organics Wholesale, Inc and DMC [Member] | Customer-Related Intangible Assets [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Other intangible assets, net | 22.7 | |||||
IMS Trading Corp, Hydro Organics Wholesale, Inc and DMC [Member] | Other Acquired Intangible Assets [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Other intangible assets, net | $ 1.5 |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Detail) - USD ($) $ in Thousands | Sep. 24, 2016 | Dec. 31, 2015 | Nov. 09, 2015 | Sep. 26, 2015 |
Components of long-term debt | ||||
Unamortized debt issuance costs | $ (5,600) | |||
Total | 395,269 | $ 396,982 | ||
Less current portion | (463) | (291) | ||
Long-term portion | 394,806 | 396,691 | ||
Senior notes [Member] | ||||
Components of long-term debt | ||||
Unamortized discount | 0 | (309) | ||
Unamortized debt issuance costs | (5,635) | (3,157) | ||
Total | 394,365 | 396,534 | ||
Senior notes [Member] | Senior notes, interest at 6.125%, payable semi-annually, principal due November 2023 [Member] | ||||
Components of long-term debt | ||||
Gross carrying value | 400,000 | 0 | ||
Total | $ 400,000 | |||
Senior notes [Member] | Senior subordinated notes, interest at 8.25%, payable semi-annually, repaid in December 2015 [Member] | ||||
Components of long-term debt | ||||
Gross carrying value | 0 | 400,000 | ||
Total | $ 400,000 | |||
Asset-based revolving credit facility [Member] | 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%, amended in April 2016 [Member] | ||||
Components of long-term debt | ||||
Total | 0 | 0 | ||
Asset-based revolving credit facility [Member] | 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[Member] | ||||
Components of long-term debt | ||||
Total | 0 | 0 | ||
Other notes payable [Member] | ||||
Components of long-term debt | ||||
Total | $ 904 | $ 448 |
Long-Term Debt - Components o63
Long-Term Debt - Components of Long-Term Debt 2 (Detail) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Sep. 24, 2016 | Nov. 09, 2015 | Sep. 26, 2015 | |
Senior notes [Member] | Senior notes, interest at 6.125%, payable semi-annually, principal due November 2023 [Member] | ||||
Components of long-term debt | ||||
Debt instrument interest rate stated, percentage | 6.125% | 6.125% | ||
Debt instrument maturity period | Nov. 15, 2023 | |||
Senior notes [Member] | Senior subordinated notes, interest at 8.25%, payable semi-annually, repaid in December 2015 [Member] | ||||
Components of long-term debt | ||||
Debt instrument interest rate stated, percentage | 8.25% | 8.25% | ||
Debt instrument maturity period | Mar. 1, 2018 | |||
Asset-based revolving credit facility [Member] | 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%, amended in April 2016 [Member] | LIBOR [Member] | Minimum [Member] | ||||
Components of long-term debt | ||||
Applicable interest margin rate on the credit facility | 1.25% | |||
Asset-based revolving credit facility [Member] | 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%, amended in April 2016 [Member] | LIBOR [Member] | Maximum [Member] | ||||
Components of long-term debt | ||||
Applicable interest margin rate on the credit facility | 1.75% | |||
Asset-based revolving credit facility [Member] | 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%, amended in April 2016 [Member] | Base Rate [Member] | Minimum [Member] | ||||
Components of long-term debt | ||||
Applicable interest margin rate on the credit facility | 0.25% | |||
Asset-based revolving credit facility [Member] | 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%, amended in April 2016 [Member] | Base Rate [Member] | Maximum [Member] | ||||
Components of long-term debt | ||||
Applicable interest margin rate on the credit facility | 0.75% | |||
Asset-based revolving credit facility [Member] | 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 [Member] | ||||
Components of long-term debt | ||||
Debt instrument maturity period | Apr. 22, 2021 | |||
Asset-based revolving credit facility [Member] | 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 [Member] | LIBOR [Member] | Minimum [Member] | ||||
Components of long-term debt | ||||
Applicable interest margin rate on the credit facility | 1.25% | |||
Asset-based revolving credit facility [Member] | 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 [Member] | LIBOR [Member] | Maximum [Member] | ||||
Components of long-term debt | ||||
Applicable interest margin rate on the credit facility | 1.50% | |||
Asset-based revolving credit facility [Member] | 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 [Member] | Base Rate [Member] | Minimum [Member] | ||||
Components of long-term debt | ||||
Applicable interest margin rate on the credit facility | 0.25% | |||
Asset-based revolving credit facility [Member] | 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 [Member] | Base Rate [Member] | Maximum [Member] | ||||
Components of long-term debt | ||||
Applicable interest margin rate on the credit facility | 0.50% |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | Apr. 22, 2016 | Nov. 09, 2015 | Dec. 31, 2015 | Jan. 31, 2015 | Dec. 26, 2015 | Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 |
Components of long-term debt | ||||||||
Debt, aggregate principal amount | $ 395,269,000 | $ 396,982,000 | ||||||
Interest expense | 42,847,000 | 40,027,000 | $ 42,844,000 | |||||
Non-cash charge | $ 3,300,000 | 3,337,000 | 537,000 | $ 1,731,000 | ||||
Senior notes [Member] | ||||||||
Components of long-term debt | ||||||||
Debt, aggregate principal amount | $ 394,365,000 | $ 396,534,000 | ||||||
Debt redemption price percentage | 102.063% | |||||||
Senior notes [Member] | Senior Notes Due November 2023 [Member] | ||||||||
Components of long-term debt | ||||||||
Debt, aggregate principal amount | $ 400,000,000 | |||||||
Debt instrument interest rate stated, percentage | 6.125% | 6.125% | ||||||
Senior subordinated notes due date | Nov. 15, 2023 | |||||||
Debt issuance cost | $ 6,300,000 | |||||||
Debt redemption price percentage | 35.00% | |||||||
Senior notes [Member] | Senior Notes Due November 2023 [Member] | Redemption prior to November 15, 2018 [Member] | ||||||||
Components of long-term debt | ||||||||
Debt redemption price percentage | 106.125% | |||||||
Senior notes [Member] | Senior Notes Due November 2023 [Member] | Redemption on or after November 15, 2018 [Member] | ||||||||
Components of long-term debt | ||||||||
Debt redemption price percentage | 104.594% | |||||||
Senior notes [Member] | Senior Notes Due November 2023 [Member] | Redemption on or after November 15, 2019 [Member] | ||||||||
Components of long-term debt | ||||||||
Debt redemption price percentage | 103.063% | |||||||
Senior notes [Member] | Senior Notes Due November 2023 [Member] | Redemption on or after November 15, 2020 [Member] | ||||||||
Components of long-term debt | ||||||||
Debt redemption price percentage | 101.531% | |||||||
Senior notes [Member] | Senior Notes Due November 2023 [Member] | Redemption on or after November 15, 2021 [Member] | ||||||||
Components of long-term debt | ||||||||
Debt redemption price percentage | 100.00% | |||||||
Senior notes [Member] | Senior Notes Due November 2023 [Member] | Upon change of control [Member] | ||||||||
Components of long-term debt | ||||||||
Debt redemption price percentage | 101.00% | |||||||
Senior notes [Member] | Senior Notes Repaid December 2015 [Member] | ||||||||
Components of long-term debt | ||||||||
Debt, aggregate principal amount | $ 400,000,000 | |||||||
Debt instrument interest rate stated, percentage | 8.25% | 8.25% | ||||||
Redemption date of senior subordinated notes | Dec. 31, 2015 | |||||||
Senior subordinated notes due date | Mar. 1, 2018 | |||||||
Debt redemption percentage | 102.063% | |||||||
Charge recognized during debt redemption | $ 8,300,000 | |||||||
Interest expense payment reriod | 30 days | |||||||
Interest expense | $ 2,700,000 | |||||||
Non-cash charge | $ 3,300,000 | |||||||
Asset-based revolving credit facility [Member] | Asset-based Revolving Credit Facility [Member] | ||||||||
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 | |||||||
Credit facility, maturity date | Apr. 22, 2021 | |||||||
Borrowings outstanding | 0 | |||||||
Letters of credit outstanding | 0 | |||||||
Other letters of credit outstanding | 2,500,000 | |||||||
Borrowing availability | $ 318,200,000 | |||||||
Credit facility, base rate computation, option second description, basis spread percentage | 0.50% | |||||||
Credit facility, basis percentage for calculation of variable rate spread | 1.00% | |||||||
Debt instrument fixed charge coverage ratio | 1 | |||||||
Asset-based revolving credit facility [Member] | Asset-based Revolving Credit Facility [Member] | LIBOR [Member] | ||||||||
Components of long-term debt | ||||||||
Applicable interest margin rate on the credit facility | 1.25% | |||||||
Applicable interest rate on the credit facility | 1.78% | |||||||
Asset-based revolving credit facility [Member] | Asset-based Revolving Credit Facility [Member] | Base Rate [Member] | ||||||||
Components of long-term debt | ||||||||
Applicable interest margin rate on the credit facility | 0.25% | |||||||
Applicable interest rate on the credit facility | 3.75% | |||||||
Asset-based revolving credit facility [Member] | Asset-based Revolving Credit Facility [Member] | Minimum [Member] | LIBOR [Member] | ||||||||
Components of long-term debt | ||||||||
Applicable interest margin rate on the credit facility | 1.25% | |||||||
Asset-based revolving credit facility [Member] | Asset-based Revolving Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | ||||||||
Components of long-term debt | ||||||||
Applicable interest margin rate on the credit facility | 0.25% | |||||||
Asset-based revolving credit facility [Member] | Asset-based Revolving Credit Facility [Member] | Maximum [Member] | LIBOR [Member] | ||||||||
Components of long-term debt | ||||||||
Applicable interest margin rate on the credit facility | 1.50% | |||||||
Asset-based revolving credit facility [Member] | Asset-based Revolving Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | ||||||||
Components of long-term debt | ||||||||
Applicable interest margin rate on the credit facility | 0.50% |
Long-Term Debt - Scheduled Prin
Long-Term Debt - Scheduled Principal Repayments on Long-Term Debt (Detail) $ in Thousands | Sep. 24, 2016USD ($) |
Debt Disclosure [Abstract] | |
2,017 | $ 463 |
2,018 | 374 |
2,019 | 5 |
2,020 | 62 |
2,021 | 0 |
Thereafter | 400,000 |
Total | 400,904 |
Unamortized debt issuance costs | $ 5,600 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Outstanding letters of credit | $ 2,500 | ||
Restricted cash | 10,910 | $ 13,157 | |
Estimated annual purchase commitments for fiscal 2017 | 104,600 | ||
Estimated annual purchase commitments for fiscal 2018 | 37,300 | ||
Estimated annual purchase commitments for fiscal 2019 | 20,500 | ||
Estimated annual purchase commitments for fiscal 2020 | 14,100 | ||
Estimated annual purchase commitments for fiscal 2021 | 6,700 | ||
Estimated annual purchase commitments for thereafter | $ 600 | ||
Minimum operating lease agreement terms | 1 year | ||
Maximum operating lease agreement terms | 13 years | ||
Operating lease rental expense | $ 25,000 | $ 23,100 | $ 21,300 |
Commitments and Contingencies67
Commitments and Contingencies - Aggregate Minimum Annual Payments on Non-Cancelable Operating Leases (Detail) $ in Thousands | Sep. 24, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 23,811 |
2,018 | 17,278 |
2,019 | 14,771 |
2,020 | 12,721 |
2,021 | 8,445 |
Thereafter | 29,274 |
Total | $ 106,300 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | |
Current: | |||
Federal | $ 18,592 | $ 2,301 | $ (329) |
State | 2,140 | 643 | 873 |
Foreign | 110 | 25 | 0 |
Total | 20,842 | 2,969 | 544 |
Deferred: | |||
Federal | 2,796 | 14,843 | 4,171 |
State | 463 | 625 | 177 |
Foreign | (48) | 98 | (847) |
Total | 3,211 | 15,566 | 3,501 |
Total | $ 24,053 | $ 18,535 | $ 4,045 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Statutory Federal Income Tax Rate to the Company's Effective Income Tax Rate (Detail) | 12 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal income tax rate | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal benefit | 2.10% | 2.40% | 2.10% |
Other permanent differences | (1.60%) | (0.50%) | 0.20% |
Adjustment of prior year accruals | (0.60%) | (0.50%) | (0.20%) |
Uncertain tax positions | 0.00% | 0.00% | 0.40% |
Credits | (1.00%) | (0.30%) | (1.60%) |
Change in valuation allowances | 0.50% | 0.00% | (5.40%) |
Foreign rate differential | 0.10% | (0.10%) | (1.30%) |
Effective income tax rate (benefit) | 34.50% | 36.00% | 29.20% |
Income Taxes - Tax Effect of Te
Income Taxes - Tax Effect of Temporary Differences and Carryforwards which Give Rise to Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Sep. 24, 2016 | Sep. 26, 2015 |
Current: | ||
Allowance for doubtful accounts, Deferred Tax Assets | $ 7,634 | $ 7,054 |
Inventory write-downs, Deferred Tax Assets | 9,869 | 11,366 |
Prepaid expenses, Deferred Tax Assets | 0 | 0 |
Nondeductible reserves, Deferred Tax Assets | 1,632 | 936 |
State taxes, Deferred Tax Assets | 19 | 0 |
Employee benefits, Deferred Tax Assets | 10,544 | 9,411 |
Other, Deferred Tax Assets | 3,000 | 2,754 |
Total, Current, Deferred Tax Assets | 32,698 | 31,521 |
Allowance for doubtful accounts, Deferred Tax Liabilities | 0 | 0 |
Inventory write-downs, Deferred Tax Liabilities | 0 | 0 |
Prepaid expenses, Deferred Tax Liabilities | 1,188 | 651 |
Nondeductible reserves, Deferred Tax Liabilities | 0 | 0 |
State taxes, Deferred Tax Liabilities | 0 | 385 |
Employee benefits, Deferred Tax Liabilities | 0 | 0 |
Other, Deferred Tax Liabilities | 0 | 0 |
Total, Current, Deferred Tax Liabilities | 1,188 | 1,036 |
Noncurrent: | ||
Depreciation and amortization, Deferred Tax Assets | 0 | 0 |
Equity loss, Deferred Tax Assets | 5,070 | 0 |
State net operating loss carryforward, Deferred Tax Assets | 4,939 | 5,032 |
Stock based compensation, Deferred Tax Assets | 2,642 | 3,422 |
State credits, Deferred Tax Assets | 2,317 | 2,348 |
Other, Deferred Tax Assets | 2,303 | 2,463 |
Valuation allowance, Deferred Tax Assets | (6,583) | (6,205) |
Total, Noncurrent, Deferred Tax Assets | 10,688 | 7,060 |
Depreciation and amortization, Deferred Tax Liabilities | 62,778 | 52,415 |
Equity loss, Deferred Tax Liabilities | 0 | 305 |
State net operating loss carryforward, Deferred Tax Liabilities | 0 | 0 |
Stock based compensation, Deferred Tax Liabilities | 0 | 0 |
State credits, Deferred Tax Liabilities | 0 | 0 |
Other, Deferred Tax Liabilities | 0 | 0 |
Valuation allowance, Deferred Tax Liabilities | 0 | 0 |
Total, Noncurrent, Deferred Tax Liabilities | 62,778 | 52,720 |
Total, Deferred Tax Assets | 43,386 | 38,581 |
Total, Deferred Tax Liabilities | $ 63,966 | $ 53,756 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Sep. 24, 2016 | Sep. 26, 2015 |
Schedule Of Income Taxes [Line Items] | ||
State tax net operating losses | $ 101,800,000 | |
Foreign losses | 400,000 | |
State income tax credits | 3,600,000 | |
Valuation allowances | 6,583,000 | $ 6,205,000 |
Penalties were accrued related to uncertain tax positions | 0 | 0 |
Unrecognized tax benefit may be recognized within twelve months as a result of a settlement | 200,000 | |
Maximum [Member] | ||
Schedule Of Income Taxes [Line Items] | ||
Accrued interest | $ 100,000 | $ 100,000 |
Income Taxes - Activity Related
Income Taxes - Activity Related to Company's Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 24, 2016 | Sep. 26, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning Balance | $ 138 | $ 87 |
Increases related to prior year tax positions | 51 | 55 |
Increases related to current year tax positions | 66 | 20 |
Decreases related to prior year tax positions | 0 | 0 |
Settlements | (1) | (9) |
Decreases related to lapse of statute of limitations | 0 | (15) |
Ending Balance | $ 254 | $ 138 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granting of options | 1,166,000 | ||
Selling, General and Administrative Expenses [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 8.4 | $ 8.3 | $ 7.7 |
Restricted Stock Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares of restricted stock | 373,000 | 493,000 | 1,021,000 |
Restricted Stock Awards [Member] | Selling, General and Administrative Expenses [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 4.5 | $ 3.1 | $ 3 |
Stock Options [Member] | Selling, General and Administrative Expenses [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 2.2 | 3.3 | 2.8 |
401 (K) [Member] | Selling, General and Administrative Expenses [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 1.7 | $ 1.9 | $ 1.9 |
2003 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation, number of shares | 5,800,000 | ||
2003 Plan [Member] | Preferred Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation, number of shares | 500,000 | ||
Shares reserved for outstanding equity awards | 0 | ||
Shares reserved for future awards | 500,000 | ||
2003 Plan [Member] | Class A Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation, number of shares | 19,734,982 | ||
Shares reserved for outstanding equity awards | 5,100,000 | ||
Shares reserved for future awards | 10,700,000 | ||
2003 Plan [Member] | Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares reserved for outstanding equity awards | 600,000 | ||
Shares reserved for future awards | 4,100,000 | ||
Director Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granting of options | 200,000 | ||
Director Plan [Member] | Restricted Stock Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares of restricted stock | 20,000 |
Stock-Based Compensation - Ad74
Stock-Based Compensation - Additional Information 1 (Detail) | 1 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2012USD ($)Employees | Sep. 24, 2016USD ($)Installment$ / sharesshares | Sep. 26, 2015USD ($)$ / sharesshares | Sep. 27, 2014USD ($)$ / sharesshares | Sep. 24, 2011 | Sep. 25, 2010 | Sep. 26, 2009 | Sep. 27, 2008 | Sep. 28, 2013shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Percentage of shares covered by performance-based awards (percent) | 20.00% | ||||||||
Number of affected employees | Employees | 250 | ||||||||
Recorded additional compensation cost | $ 0 | ||||||||
Unvested options | shares | 0 | ||||||||
Dividend during expected term (in usd per share) | $ / shares | $ 0 | ||||||||
Performance Shares [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Percentage of options granted (percent) | 0.00% | 20.00% | 60.00% | 100.00% | |||||
Stock Options [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of vesting installments | Installment | 4 | ||||||||
Expiration period approximately | 6 years | ||||||||
Expected life of option award | 3 years 7 months 6 days | 3 years 6 months | |||||||
Stock price volatility (percent) | 30.80% | 30.30% | 34.30% | ||||||
Risk free interest rates (percent) | 1.30% | 1.60% | |||||||
Weighted average grant date fair value of options granted (in usd per share) | $ / shares | $ 3.04 | $ 2.51 | $ 1.93 | ||||||
Total intrinsic value of options exercised | $ 22,600,000 | $ 5,900,000 | $ 1,400,000 | ||||||
Total unrecognized compensation cost related to nonvested stock options | $ 5,200,000 | ||||||||
Nonvested stock options remaining weighted average vesting period | 2 years | ||||||||
Stock Options [Member] | Minimum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Outstanding options to purchase common stock (in usd per share) | $ / shares | $ 6.43 | $ 6.43 | $ 6.43 | ||||||
Stock Options [Member] | Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Outstanding options to purchase common stock (in usd per share) | $ / shares | $ 15.56 | $ 15 | $ 16.23 | ||||||
Restricted Stock Awards [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total unrecognized compensation cost related to nonvested stock options | $ 11,200,000 | ||||||||
Nonvested stock options remaining weighted average vesting period | 2 years | ||||||||
Restricted stock awards outstanding, shares | shares | 1,540,000 | 1,550,000 | 1,609,000 | 894,000 | |||||
Bonus earned in vested shares | $ 6,400,000 | ||||||||
Share based payment award, shares granted and vested | shares | 570,000 | ||||||||
Restricted Stock Awards [Member] | Minimum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share based payment award vesting conditional period of employment | 4 years | ||||||||
Restricted Stock Awards [Member] | Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share based payment award vesting conditional period of employment | 5 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | |
Number of Shares (in thousands) | |||
Beginning Balance, Outstanding, Number of Shares | 6,257 | ||
Granted, Number of Shares | 1,166 | ||
Exercised, Number of Shares | (2,646) | ||
Cancelled or expired, Number of Shares | (608) | ||
Ending Balance, Outstanding, Number of Shares | 4,169 | 6,257 | |
Weighted Average Exercise Price per Share | |||
Beginning Balance, Outstanding, Weighted Average Exercise Price per share (in usd per share) | $ 10.51 | ||
Granted, Weighted Average Exercise Price per share (in usd per share) | 13.83 | ||
Exercised, Weighted Average Exercise Price per share (in usd per share) | 10.02 | ||
Cancelled or expired, Weighted Average Exercise Price per share (in usd per share) | 11.31 | ||
Ending Balance, Outstanding, Weighted Average Exercise Price per share (in usd per share) | $ 11.64 | $ 10.51 | |
Exercisable, Number of Shares | 1,732 | 2,910 | 5,205 |
Expected to vest, Number of Shares | 2,057 | ||
Exercised, Weighted Average Exercise Price per share (in usd per share) | $ 11.46 | $ 10.74 | $ 10.81 |
Expected to vest, Weighted Average Exercise Price per share (in usd per share) | $ 11.77 | ||
Outstanding, Weighted Average Remaining Contractual Life | 3 years | 3 years | |
Exercisable, Weighted Average Remaining Contractual Life | 2 years | 2 years | 2 years |
Expected to vest, Weighted Average Remaining Contractual Life | 4 years | ||
Outstanding, Aggregate Intrinsic Value | $ 53,705 | $ 38,663 | |
Exercisable, Aggregate Intrinsic Value | 22,954 | $ 17,226 | $ 390 |
Expected to Vest, Aggregate Intrinsic Value | $ 25,948 |
Stock-Based Compensation - Su76
Stock-Based Compensation - Summary of Restricted Stock Award Activity (Detail) - Restricted Stock Awards [Member] - $ / shares shares in Thousands | 12 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | |
Number of Shares | |||
Beginning Balance, Nonvested, Number of Shares | 1,550 | 1,609 | 894 |
Granted, Number of Shares | 373 | 493 | 1,021 |
Vested, Number of Shares | (295) | (331) | (226) |
Forfeited, Number of Shares | (88) | (221) | (80) |
Ending Balance, Nonvested, Number of Shares | 1,540 | 1,550 | 1,609 |
Weighted Average Grant Date Fair Value per Share | |||
Beginning Balance, Nonvested, Weighted Average Grant Date Fair Value per Share (in usd per share) | $ 9 | $ 8.43 | $ 9.35 |
Granted, Weighted Average Grant Date Fair Value per Share (in usd per share) | 16.32 | 10.55 | 7.98 |
Vested, Weighted Average Grant Date Fair Value per Share (in usd per share) | 9.32 | 8.63 | 9.92 |
Forfeited, Weighted Average Grant Date Fair Value per Share (in usd per share) | 9.53 | 8.84 | 8.93 |
Ending Balance, Nonvested, Weighted Average Grant Date Fair Value per Share (in usd per share) | $ 10.68 | $ 9 | $ 8.43 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) | 12 Months Ended | ||
Sep. 24, 2016USD ($)vote$ / sharesshares | Sep. 26, 2015$ / sharesshares | Sep. 24, 2011USD ($) | |
Class of Stock [Line Items] | |||
Preferred stock authorized (in shares) | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Common stock authorized (in shares) | 80,000,000 | ||
Common stock, par value (in usd per share) | $ / shares | $ 0.01 | ||
Common stock, shares outstanding | 11,998,472 | ||
Authorized amount to repurchase stock | $ | $ 100,000,000 | ||
Aggregate stock repurchased shares | 7,900,000 | ||
Aggregate stock repurchased value | $ | $ 65,000,000 | ||
Class A Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Common stock authorized (in shares) | 100,000,000 | ||
Common stock, par value (in usd per share) | $ / shares | $ 0.01 | ||
Common stock, shares outstanding | 37,418,572 | ||
Class B Stock [Member] | |||
Class of Stock [Line Items] | |||
Common stock authorized (in shares) | 3,000,000 | 3,000,000 | |
Common stock, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | |
Common stock, shares outstanding | 1,652,262 | 1,652,262 | |
Percentage of vote cast for shares (percent) | 49.00% | ||
Convertible shares conversion ratio | 1 | ||
Minimum [Member] | Class B Stock [Member] | |||
Class of Stock [Line Items] | |||
Number of voting powers | vote | 1 | ||
Maximum [Member] | Class B Stock [Member] | |||
Class of Stock [Line Items] | |||
Number of voting powers | vote | 10 |
Earnings Per Share - Numerators
Earnings Per Share - Numerators and Denominators in Basic and Diluted Earnings (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 24, 2016 | Jun. 25, 2016 | Mar. 26, 2016 | Dec. 26, 2015 | Sep. 26, 2015 | Jun. 27, 2015 | Mar. 28, 2015 | Dec. 27, 2014 | Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | |
Earnings Per Share [Abstract] | |||||||||||
Net income (loss) available to common shareholders basic | $ 44,514 | $ 31,971 | $ 8,804 | ||||||||
Net income (loss) available to common shareholders diluted | $ 44,514 | $ 31,971 | $ 8,804 | ||||||||
Net income (loss) available to common shareholders basic (in shares) | 49,453 | 49,120 | 48,717 | 48,566 | 48,322 | 48,167 | 48,384 | 49,379 | 48,964 | 48,562 | 48,880 |
Options to purchase common stock (in shares) | 1,335 | 520 | 69 | ||||||||
Restricted shares (in shares) | 776 | 556 | 448 | ||||||||
Net income (loss) available to common shareholders diluted (in shares) | 49,453 | 51,063 | 50,445 | 48,566 | 48,322 | 49,290 | 49,439 | 49,379 | 51,075 | 49,638 | 49,397 |
Net income (loss) available to common shareholders basic (in usd per share) | $ (0.11) | $ 0.53 | $ 0.67 | $ (0.18) | $ (0.09) | $ 0.39 | $ 0.48 | $ (0.12) | $ 0.91 | $ 0.66 | $ 0.18 |
Options to purchase common stock (in usd per share) | (0.02) | (0.01) | 0 | ||||||||
Restricted shares (in usd per share) | (0.02) | (0.01) | 0 | ||||||||
Net income (loss) available to common shareholders diluted (in usd per share) | $ (0.11) | $ 0.51 | $ 0.65 | $ (0.18) | $ (0.09) | $ 0.38 | $ 0.47 | $ (0.12) | $ 0.87 | $ 0.64 | $ 0.18 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares shares in Millions | 12 Months Ended | |
Sep. 26, 2015 | Sep. 27, 2014 | |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock outstanding, not included in computation of diluted earnings per share | 3.2 | 9.7 |
Quarterly Financial Data - Un80
Quarterly Financial Data - Unaudited - Schedule of Quarterly Financial Data - Unaudited (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 24, 2016USD ($)JointVenture$ / sharesshares | Jun. 25, 2016USD ($)$ / sharesshares | Mar. 26, 2016USD ($)$ / sharesshares | Dec. 26, 2015USD ($)$ / sharesshares | Sep. 26, 2015USD ($)$ / sharesshares | Jun. 27, 2015USD ($)$ / sharesshares | Mar. 28, 2015USD ($)$ / sharesshares | Dec. 27, 2014USD ($)$ / sharesshares | Sep. 24, 2016USD ($)JointVenture$ / sharesshares | Sep. 26, 2015USD ($)$ / sharesshares | Sep. 27, 2014USD ($)$ / sharesshares | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 413,412 | $ 514,544 | $ 541,249 | $ 359,812 | $ 386,369 | $ 459,446 | $ 497,602 | $ 307,320 | $ 1,829,017 | $ 1,650,737 | $ 1,604,357 |
Gross profit | 120,180 | 163,745 | 169,339 | 99,786 | 107,972 | 142,037 | 150,062 | 87,981 | 553,050 | 488,052 | 454,024 |
Net income (loss) attributable to Central Garden & Pet Company | $ (5,611) | $ 26,030 | $ 32,697 | $ (8,602) | $ (4,369) | $ 18,800 | $ 23,237 | $ (5,697) | $ 44,514 | $ 31,971 | $ 8,804 |
Net income per share attributable to Central Garden & Pet Company: | |||||||||||
Basic (in usd per share) | $ / shares | $ (0.11) | $ 0.53 | $ 0.67 | $ (0.18) | $ (0.09) | $ 0.39 | $ 0.48 | $ (0.12) | $ 0.91 | $ 0.66 | $ 0.18 |
Diluted (in usd per share) | $ / shares | $ (0.11) | $ 0.51 | $ 0.65 | $ (0.18) | $ (0.09) | $ 0.38 | $ 0.47 | $ (0.12) | $ 0.87 | $ 0.64 | $ 0.18 |
Weighted average common shares outstanding: | |||||||||||
Basic (in shares) | shares | 49,453 | 49,120 | 48,717 | 48,566 | 48,322 | 48,167 | 48,384 | 49,379 | 48,964 | 48,562 | 48,880 |
Diluted (in shares) | shares | 49,453 | 51,063 | 50,445 | 48,566 | 48,322 | 49,290 | 49,439 | 49,379 | 51,075 | 49,638 | 49,397 |
Debt instrument, redemption, incremental expense | $ 14,300 | ||||||||||
Debt instrument, redemption, incremental expense, call premium | 8,300 | ||||||||||
Debt instrument, redemption, incremental expense, overlapping interest expenses | $ 2,700 | ||||||||||
Debt instrument, redemption, incremental expense, overlapping interest expenses, period | 30 days | ||||||||||
Write-off of deferred financing costs | $ 3,300 | $ 3,337 | $ 537 | $ 1,731 | |||||||
Gain on sale of manufacturing plant assets | $ 2,400 | ||||||||||
Non-cash impairment charge | $ 16,600 | $ 19,367 | 7,272 | $ 5,870 | |||||||
Number of joint ventures | JointVenture | 2 | 2 | |||||||||
Non-cash impairment charge to indefinite-lived intangible assets | $ 1,800 | $ 7,300 | $ 1,800 | $ 7,300 |
Transactions with Related Par81
Transactions with Related Parties - Additional Information (Detail) - Contract Packaging, Inc. [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | |
Related Party Transaction [Line Items] | |||
Percentage of shares held by CPI in Tech Pac | 20.00% | 20.00% | 20.00% |
Amount due to related party | $ 1.5 | $ 0.6 | |
Tech Pac [Member] | |||
Related Party Transaction [Line Items] | |||
Purchases products from related party | $ 36.5 | $ 35.2 | $ 30.8 |
Business Segment Data - Additio
Business Segment Data - Additional Information (Detail) | 12 Months Ended |
Sep. 24, 2016Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Business Segment Data - Class o
Business Segment Data - Class of Similar Products Which Represented Approximately 10% or More of Company's Consolidated Net Sales (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 24, 2016 | Jun. 25, 2016 | Mar. 26, 2016 | Dec. 26, 2015 | Sep. 26, 2015 | Jun. 27, 2015 | Mar. 28, 2015 | Dec. 27, 2014 | Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | |
Revenue from External Customer [Line Items] | |||||||||||
Net sales | $ 413,412 | $ 514,544 | $ 541,249 | $ 359,812 | $ 386,369 | $ 459,446 | $ 497,602 | $ 307,320 | $ 1,829,017 | $ 1,650,737 | $ 1,604,357 |
Other pet products [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 689,300 | 594,700 | 774,200 | ||||||||
Garden controls and fertilizer products [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 298,800 | 286,300 | 262,500 | ||||||||
Wild bird feed [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 183,600 | 193,200 | 202,100 | ||||||||
Grass seed [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 183,100 | ||||||||||
Other garden supplies [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 331,300 | 343,500 | $ 182,500 | ||||||||
Dog and cat products [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | $ 326,000 | $ 233,000 |
Business Segment Data - Financi
Business Segment Data - Financial Information Relating to Company's Business Segments (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Sep. 24, 2016USD ($)JointVenture | Jun. 25, 2016USD ($) | Mar. 26, 2016USD ($) | Dec. 26, 2015USD ($) | Sep. 26, 2015USD ($) | Jun. 27, 2015USD ($) | Mar. 28, 2015USD ($) | Dec. 27, 2014USD ($) | Sep. 24, 2016USD ($)JointVenture | Sep. 26, 2015USD ($) | Sep. 27, 2014USD ($) | Dec. 30, 2014JointVenture | |
Net sales: | ||||||||||||
Net sales | $ 413,412 | $ 514,544 | $ 541,249 | $ 359,812 | $ 386,369 | $ 459,446 | $ 497,602 | $ 307,320 | $ 1,829,017 | $ 1,650,737 | $ 1,604,357 | |
Income (loss) from operations: | ||||||||||||
Operating income (loss) | 129,358 | 91,435 | 56,213 | |||||||||
Interest expense | (42,847) | (40,027) | (42,844) | |||||||||
Interest income | 140 | 129 | 94 | |||||||||
Other income (expense) | (17,013) | 13 | 403 | |||||||||
Income before income taxes and noncontrolling interest | 69,638 | 51,550 | 13,866 | |||||||||
Income tax expense | 24,053 | 18,535 | 4,045 | |||||||||
Net income including noncontrolling interest | 45,585 | 33,015 | 9,821 | |||||||||
Net income attributable to noncontrolling interest | 1,071 | 1,044 | 1,017 | |||||||||
Net income attributable to Central Garden & Pet Company | (5,611) | $ 26,030 | $ 32,697 | $ (8,602) | (4,369) | $ 18,800 | $ 23,237 | $ (5,697) | 44,514 | 31,971 | 8,804 | |
Assets: | ||||||||||||
Total assets | 1,212,193 | 1,131,597 | 1,212,193 | 1,131,597 | 1,148,727 | |||||||
Depreciation and amortization: | ||||||||||||
Depreciation and amortization | 40,001 | 33,703 | 35,781 | |||||||||
Expenditures for long-lived assets: | ||||||||||||
Expenditures for long-lived assets | 27,622 | 22,030 | 17,173 | |||||||||
Indefinite-lived intangible assets, impairment charge | 1,800 | 7,300 | 1,800 | 7,300 | ||||||||
Non-cash impairment charge | $ 16,600 | $ 19,367 | 7,272 | 5,870 | ||||||||
Number of joint ventures | JointVenture | 2 | 2 | ||||||||||
Purishield LLC and Ceregenin LLC [Member] | ||||||||||||
Expenditures for long-lived assets: | ||||||||||||
Non-cash impairment charge | $ 16,600 | |||||||||||
Number of joint ventures | JointVenture | 2 | |||||||||||
Operating Segments [Member] | Pet Segment [Member] | ||||||||||||
Net sales: | ||||||||||||
Net sales | 1,081,853 | 894,549 | 845,505 | |||||||||
Income (loss) from operations: | ||||||||||||
Operating income (loss) | 119,930 | 98,798 | 88,077 | |||||||||
Assets: | ||||||||||||
Total assets | $ 508,879 | 465,171 | 508,879 | 465,171 | 414,279 | |||||||
Depreciation and amortization: | ||||||||||||
Depreciation and amortization | 22,556 | 15,885 | 17,256 | |||||||||
Expenditures for long-lived assets: | ||||||||||||
Expenditures for long-lived assets | 18,939 | 17,060 | 8,561 | |||||||||
Indefinite-lived intangible assets, impairment charge | 1,800 | 7,300 | ||||||||||
Operating Segments [Member] | Garden Segment [Member] | ||||||||||||
Net sales: | ||||||||||||
Net sales | 747,164 | 756,188 | 758,852 | |||||||||
Income (loss) from operations: | ||||||||||||
Operating income (loss) | 70,317 | 60,145 | 41,020 | |||||||||
Assets: | ||||||||||||
Total assets | 304,901 | 310,981 | 304,901 | 310,981 | 337,461 | |||||||
Depreciation and amortization: | ||||||||||||
Depreciation and amortization | 6,098 | 5,988 | 6,793 | |||||||||
Expenditures for long-lived assets: | ||||||||||||
Expenditures for long-lived assets | 4,750 | 2,432 | 5,541 | |||||||||
Charge related to new products | 16,900 | |||||||||||
Gain from sale of manufacturing plant assets | 4,900 | |||||||||||
Corporate [Member] | ||||||||||||
Income (loss) from operations: | ||||||||||||
Operating income (loss) | (60,889) | (67,508) | (72,884) | |||||||||
Assets: | ||||||||||||
Total assets | $ 398,413 | $ 355,445 | 398,413 | 355,445 | 396,987 | |||||||
Depreciation and amortization: | ||||||||||||
Depreciation and amortization | 11,347 | 11,830 | 11,732 | |||||||||
Expenditures for long-lived assets: | ||||||||||||
Expenditures for long-lived assets | $ 3,933 | $ 2,538 | $ 3,071 |
Consolidating Condensed Finan85
Consolidating Condensed Financial Information of Guarantor Subsidiaries - Additional Information (Detail) | 12 Months Ended |
Sep. 24, 2016 | |
Guarantor Subsidiaries [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Collective ownership percentage on guarantor subsidiaries | 100.00% |
Consolidating Condensed Finan86
Consolidating Condensed Financial Information of Guarantor Subsidiaries - Consolidating Condensed Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 24, 2016 | Jun. 25, 2016 | Mar. 26, 2016 | Dec. 26, 2015 | Sep. 26, 2015 | Jun. 27, 2015 | Mar. 28, 2015 | Dec. 27, 2014 | Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | |
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net sales | $ 413,412 | $ 514,544 | $ 541,249 | $ 359,812 | $ 386,369 | $ 459,446 | $ 497,602 | $ 307,320 | $ 1,829,017 | $ 1,650,737 | $ 1,604,357 |
Cost of goods sold and occupancy | 1,275,967 | 1,162,685 | 1,150,333 | ||||||||
Gross profit | 120,180 | 163,745 | 169,339 | 99,786 | 107,972 | 142,037 | 150,062 | 87,981 | 553,050 | 488,052 | 454,024 |
Selling, general and administrative expenses | 423,692 | 396,617 | 397,811 | ||||||||
Operating income | 129,358 | 91,435 | 56,213 | ||||||||
Interest expense | (42,847) | (40,027) | (42,844) | ||||||||
Interest income | 140 | 129 | 94 | ||||||||
Other income (expense) | (17,013) | 13 | 403 | ||||||||
Income (loss) before taxes and equity in earnings of affiliates | 69,638 | 51,550 | 13,866 | ||||||||
Income tax expense | 24,053 | 18,535 | 4,045 | ||||||||
Equity in earnings of affiliates | 0 | 0 | 0 | ||||||||
Net income including noncontrolling interest | 45,585 | 33,015 | 9,821 | ||||||||
Noncontrolling interest | 1,071 | 1,044 | 1,017 | ||||||||
Net income attributable to Central Garden & Pet Company | $ (5,611) | $ 26,030 | $ 32,697 | $ (8,602) | $ (4,369) | $ 18,800 | $ 23,237 | $ (5,697) | 44,514 | 31,971 | 8,804 |
Eliminations [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net sales | (79,468) | (80,521) | (69,803) | ||||||||
Cost of goods sold and occupancy | (73,876) | (74,944) | (64,404) | ||||||||
Gross profit | (5,592) | (5,577) | (5,399) | ||||||||
Selling, general and administrative expenses | (5,592) | (5,577) | (5,399) | ||||||||
Operating income | 0 | 0 | 0 | ||||||||
Interest expense | 0 | 0 | 0 | ||||||||
Interest income | 0 | 0 | 0 | ||||||||
Other income (expense) | 0 | 0 | 0 | ||||||||
Income (loss) before taxes and equity in earnings of affiliates | 0 | 0 | 0 | ||||||||
Income tax expense | 0 | 0 | 0 | ||||||||
Equity in earnings of affiliates | (95,725) | (72,593) | (52,763) | ||||||||
Net income including noncontrolling interest | (95,725) | (72,593) | (52,763) | ||||||||
Noncontrolling interest | 0 | 0 | 0 | ||||||||
Net income attributable to Central Garden & Pet Company | (95,725) | (72,593) | (52,763) | ||||||||
Parent [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net sales | 587,579 | 484,310 | 460,781 | ||||||||
Cost of goods sold and occupancy | 466,543 | 379,235 | 370,492 | ||||||||
Gross profit | 121,036 | 105,075 | 90,289 | ||||||||
Selling, general and administrative expenses | 138,556 | 124,613 | 117,240 | ||||||||
Operating income | (17,520) | (19,538) | (26,951) | ||||||||
Interest expense | (42,700) | (39,893) | (42,742) | ||||||||
Interest income | 136 | 126 | 92 | ||||||||
Other income (expense) | (16,925) | (372) | 186 | ||||||||
Income (loss) before taxes and equity in earnings of affiliates | (77,009) | (59,677) | (69,415) | ||||||||
Income tax expense | (26,422) | (21,500) | (26,962) | ||||||||
Equity in earnings of affiliates | 95,101 | 70,148 | 51,257 | ||||||||
Net income including noncontrolling interest | 44,514 | 31,971 | 8,804 | ||||||||
Noncontrolling interest | 0 | 0 | 0 | ||||||||
Net income attributable to Central Garden & Pet Company | 44,514 | 31,971 | 8,804 | ||||||||
Non-Guarantor Subsidiaries [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net sales | 82,567 | 100,127 | 109,453 | ||||||||
Cost of goods sold and occupancy | 62,727 | 76,597 | 87,028 | ||||||||
Gross profit | 19,840 | 23,530 | 22,425 | ||||||||
Selling, general and administrative expenses | 18,077 | 18,329 | 18,230 | ||||||||
Operating income | 1,763 | 5,201 | 4,195 | ||||||||
Interest expense | (266) | (268) | (218) | ||||||||
Interest income | 4 | 3 | 2 | ||||||||
Other income (expense) | (113) | 407 | 583 | ||||||||
Income (loss) before taxes and equity in earnings of affiliates | 1,388 | 5,343 | 4,562 | ||||||||
Income tax expense | 923 | 2,089 | 756 | ||||||||
Equity in earnings of affiliates | 0 | 0 | 0 | ||||||||
Net income including noncontrolling interest | 465 | 3,254 | 3,806 | ||||||||
Noncontrolling interest | 1,071 | 1,044 | 1,017 | ||||||||
Net income attributable to Central Garden & Pet Company | (606) | 2,210 | 2,789 | ||||||||
Guarantor Subsidiaries [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net sales | 1,238,339 | 1,146,821 | 1,103,926 | ||||||||
Cost of goods sold and occupancy | 820,573 | 781,797 | 757,217 | ||||||||
Gross profit | 417,766 | 365,024 | 346,709 | ||||||||
Selling, general and administrative expenses | 272,651 | 259,252 | 267,740 | ||||||||
Operating income | 145,115 | 105,772 | 78,969 | ||||||||
Interest expense | 119 | 134 | 116 | ||||||||
Interest income | 0 | 0 | 0 | ||||||||
Other income (expense) | 25 | (22) | (366) | ||||||||
Income (loss) before taxes and equity in earnings of affiliates | 145,259 | 105,884 | 78,719 | ||||||||
Income tax expense | 49,552 | 37,946 | 30,251 | ||||||||
Equity in earnings of affiliates | 624 | 2,445 | 1,506 | ||||||||
Net income including noncontrolling interest | 96,331 | 70,383 | 49,974 | ||||||||
Noncontrolling interest | 0 | 0 | 0 | ||||||||
Net income attributable to Central Garden & Pet Company | $ 96,331 | $ 70,383 | $ 49,974 |
Consolidating Condensed Finan87
Consolidating Condensed Financial Information of Guarantor Subsidiaries - Consolidating Condensed Statements of Comprehensive Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | |
Condensed Financial Statements, Captions [Line Items] | |||
Net income | $ 45,585 | $ 33,015 | $ 9,821 |
Other comprehensive income (loss): | |||
Unrealized loss on securities | 0 | (10) | (10) |
Reclassification of realized loss on securities included in net income | 0 | 20 | 0 |
Foreign currency translation | (1,458) | (1,078) | (200) |
Total comprehensive income | 44,127 | 31,947 | 9,611 |
Comprehensive income attributable to noncontrolling interests | 1,071 | 1,044 | 1,017 |
Comprehensive income attributable to Central Garden & Pet Company | 43,056 | 30,903 | 8,594 |
Eliminations [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net income | (95,725) | (72,593) | (52,763) |
Other comprehensive income (loss): | |||
Unrealized loss on securities | 0 | ||
Reclassification of realized loss on securities included in net income | 0 | ||
Foreign currency translation | 1,124 | 917 | 0 |
Total comprehensive income | (94,601) | (71,676) | (52,763) |
Comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 |
Comprehensive income attributable to Central Garden & Pet Company | (94,601) | (71,676) | (52,763) |
Parent [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net income | 44,514 | 31,971 | 8,804 |
Other comprehensive income (loss): | |||
Unrealized loss on securities | (10) | (10) | |
Reclassification of realized loss on securities included in net income | 20 | ||
Foreign currency translation | (1,458) | (1,078) | 0 |
Total comprehensive income | 43,056 | 30,903 | 8,794 |
Comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 |
Comprehensive income attributable to Central Garden & Pet Company | 43,056 | 30,903 | 8,794 |
Non-Guarantor Subsidiaries [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net income | 465 | 3,254 | 3,806 |
Other comprehensive income (loss): | |||
Unrealized loss on securities | 0 | 0 | |
Reclassification of realized loss on securities included in net income | 0 | ||
Foreign currency translation | (1,132) | (537) | (200) |
Total comprehensive income | (667) | 2,717 | 3,606 |
Comprehensive income attributable to noncontrolling interests | 1,071 | 1,044 | 1,017 |
Comprehensive income attributable to Central Garden & Pet Company | (1,738) | 1,673 | 2,589 |
Guarantor Subsidiaries [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net income | 96,331 | 70,383 | 49,974 |
Other comprehensive income (loss): | |||
Unrealized loss on securities | 0 | ||
Reclassification of realized loss on securities included in net income | 0 | ||
Foreign currency translation | 8 | (380) | 0 |
Total comprehensive income | 96,339 | 70,003 | 49,974 |
Comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 |
Comprehensive income attributable to Central Garden & Pet Company | $ 96,339 | $ 70,003 | $ 49,974 |
Consolidating Condensed Finan88
Consolidating Condensed Financial Information of Guarantor Subsidiaries - Consolidating Condensed Balance Sheet (Detail) - USD ($) $ in Thousands | Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | Sep. 28, 2013 |
ASSETS | ||||
Cash and cash equivalents | $ 92,982 | $ 47,584 | $ 78,676 | $ 15,156 |
Restricted cash | 10,910 | 13,157 | ||
Accounts receivable, net | 201,151 | 207,402 | ||
Inventories | 362,004 | 335,946 | ||
Prepaid expenses and other assets | 47,759 | 49,731 | ||
Total current assets | 714,806 | 653,820 | ||
Land, buildings, improvements and equipment, net | 158,224 | 162,809 | ||
Goodwill | 231,385 | 209,089 | 208,233 | 205,756 |
Other long term assets | 107,778 | 105,879 | ||
Intercompany receivable | 0 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Total | 1,212,193 | 1,131,597 | 1,148,727 | |
LIABILITIES AND EQUITY | ||||
Accounts payable | 102,413 | 88,889 | ||
Accrued expenses and other liabilities | 99,343 | 87,724 | ||
Current portion of long-term debt | 463 | 291 | ||
Total current liabilities | 202,219 | 176,904 | ||
Long-term debt | 394,806 | 396,691 | ||
Intercompany payable | 0 | 0 | ||
Losses in excess of investment in subsidiaries | 0 | 0 | ||
Other long-term obligations | 60,581 | 51,622 | ||
Shareholders’ equity attributable to Central Garden & Pet | 553,014 | 505,286 | ||
Noncontrolling interest | 1,573 | 1,094 | ||
Total equity | 554,587 | 506,380 | 486,453 | 470,024 |
Total | 1,212,193 | 1,131,597 | ||
Eliminations [Member] | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Restricted cash | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Prepaid expenses and other assets | 0 | 0 | ||
Total current assets | 0 | 0 | ||
Land, buildings, improvements and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other long term assets | (11,458) | (6,100) | ||
Intercompany receivable | (600,152) | (470,080) | ||
Investment in subsidiaries | (1,176,990) | (1,075,028) | ||
Total | (1,788,600) | (1,551,208) | ||
LIABILITIES AND EQUITY | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses and other liabilities | 0 | 0 | ||
Current portion of long-term debt | 0 | 0 | ||
Total current liabilities | 0 | 0 | ||
Long-term debt | 0 | 0 | ||
Intercompany payable | (600,152) | (470,080) | ||
Losses in excess of investment in subsidiaries | (16,126) | (11,867) | ||
Other long-term obligations | (11,458) | (6,100) | ||
Shareholders’ equity attributable to Central Garden & Pet | (1,160,864) | (1,063,161) | ||
Noncontrolling interest | 0 | 0 | ||
Total equity | (1,160,864) | (1,063,161) | ||
Total | (1,788,600) | (1,551,208) | ||
Parent [Member] | ||||
ASSETS | ||||
Cash and cash equivalents | 82,158 | 36,280 | 63,471 | 5,438 |
Restricted cash | 10,910 | 13,157 | ||
Accounts receivable, net | 59,617 | 46,326 | ||
Inventories | 113,317 | 86,109 | ||
Prepaid expenses and other assets | 20,978 | 22,926 | ||
Total current assets | 286,980 | 204,798 | ||
Land, buildings, improvements and equipment, net | 41,083 | 51,409 | ||
Goodwill | 15,058 | 0 | ||
Other long term assets | 30,555 | 25,881 | ||
Intercompany receivable | 32,778 | 32,695 | ||
Investment in subsidiaries | 1,176,990 | 1,075,028 | ||
Total | 1,583,444 | 1,389,811 | ||
LIABILITIES AND EQUITY | ||||
Accounts payable | 34,096 | 20,506 | ||
Accrued expenses and other liabilities | 47,862 | 38,723 | ||
Current portion of long-term debt | 88 | 261 | ||
Total current liabilities | 82,046 | 59,490 | ||
Long-term debt | 394,364 | 396,626 | ||
Intercompany payable | 553,964 | 426,639 | ||
Losses in excess of investment in subsidiaries | 0 | 0 | ||
Other long-term obligations | 56 | 1,770 | ||
Shareholders’ equity attributable to Central Garden & Pet | 553,014 | 505,286 | ||
Noncontrolling interest | 0 | 0 | ||
Total equity | 553,014 | 505,286 | ||
Total | 1,583,444 | 1,389,811 | ||
Non-Guarantor Subsidiaries [Member] | ||||
ASSETS | ||||
Cash and cash equivalents | 9,695 | 10,022 | 12,806 | 7,003 |
Restricted cash | 0 | 0 | ||
Accounts receivable, net | 5,156 | 6,775 | ||
Inventories | 11,752 | 11,690 | ||
Prepaid expenses and other assets | 817 | 848 | ||
Total current assets | 27,420 | 29,335 | ||
Land, buildings, improvements and equipment, net | 3,897 | 3,663 | ||
Goodwill | 0 | 0 | ||
Other long term assets | 2,980 | 3,662 | ||
Intercompany receivable | 0 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Total | 34,297 | 36,660 | ||
LIABILITIES AND EQUITY | ||||
Accounts payable | 3,953 | 2,543 | ||
Accrued expenses and other liabilities | 1,410 | 1,789 | ||
Current portion of long-term debt | 0 | 0 | ||
Total current liabilities | 5,363 | 4,332 | ||
Long-term debt | 0 | 0 | ||
Intercompany payable | 46,188 | 43,441 | ||
Losses in excess of investment in subsidiaries | 0 | 0 | ||
Other long-term obligations | 0 | 0 | ||
Shareholders’ equity attributable to Central Garden & Pet | (18,827) | (12,207) | ||
Noncontrolling interest | 1,573 | 1,094 | ||
Total equity | (17,254) | (11,113) | ||
Total | 34,297 | 36,660 | ||
Guarantor Subsidiaries [Member] | ||||
ASSETS | ||||
Cash and cash equivalents | 1,129 | 1,282 | $ 2,399 | $ 2,715 |
Restricted cash | 0 | 0 | ||
Accounts receivable, net | 136,378 | 154,301 | ||
Inventories | 236,935 | 238,147 | ||
Prepaid expenses and other assets | 25,964 | 25,957 | ||
Total current assets | 400,406 | 419,687 | ||
Land, buildings, improvements and equipment, net | 113,244 | 107,737 | ||
Goodwill | 216,327 | 209,089 | ||
Other long term assets | 85,701 | 82,436 | ||
Intercompany receivable | 567,374 | 437,385 | ||
Investment in subsidiaries | 0 | 0 | ||
Total | 1,383,052 | 1,256,334 | ||
LIABILITIES AND EQUITY | ||||
Accounts payable | 64,364 | 65,840 | ||
Accrued expenses and other liabilities | 50,071 | 47,212 | ||
Current portion of long-term debt | 375 | 30 | ||
Total current liabilities | 114,810 | 113,082 | ||
Long-term debt | 442 | 65 | ||
Intercompany payable | 0 | 0 | ||
Losses in excess of investment in subsidiaries | 16,126 | 11,867 | ||
Other long-term obligations | 71,983 | 55,952 | ||
Shareholders’ equity attributable to Central Garden & Pet | 1,179,691 | 1,075,368 | ||
Noncontrolling interest | 0 | 0 | ||
Total equity | 1,179,691 | 1,075,368 | ||
Total | $ 1,383,052 | $ 1,256,334 |
Consolidating Condensed Finan89
Consolidating Condensed Financial Information of Guarantor Subsidiaries - Consolidating Condensed Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 27, 2014 | |
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by operating activities | $ 151,426 | $ 87,449 | $ 126,467 |
Additions to property, plant and equipment | (27,622) | (22,030) | (17,173) |
Payments to acquire companies, net of expenses | (69,001) | (38,384) | (20,282) |
Proceeds from disposal of land, buildings, etc. | 3,911 | 0 | 8,737 |
Change in restricted cash and cash equivalents. | 2,247 | 1,126 | (14,283) |
Maturities of short term investments | 0 | 9,997 | 17,820 |
Investment in short-term investments | 0 | (17) | (10,000) |
Other investing activities | (730) | (546) | 0 |
Intercompany investing activities | 0 | 0 | 0 |
Net cash used in investing activities | (91,195) | (49,854) | (35,181) |
Repayments on revolving line of credit | (419,000) | (312,000) | (301,000) |
Borrowings on revolving line of credit | 419,000 | 312,000 | 278,000 |
Repayments of long-term debt | (400,307) | (50,289) | (367) |
Issuance of long-term debt | 400,000 | 0 | 0 |
Proceeds from issuance of common stock | 324 | 200 | 1,165 |
Excess tax benefits from stock-based awards | 6,869 | 2,154 | 498 |
Repurchase of common stock | (10,873) | (18,497) | (2,332) |
Payments of contingent consideration | (2,026) | 0 | 0 |
Payment of deferred financing costs | (7,560) | (258) | (3,090) |
Distribution to parent | 0 | 0 | 0 |
Distribution to noncontrolling interest | (592) | (1,680) | (633) |
Intercompany financing activities | 0 | 0 | 0 |
Net cash used by financing activities | (14,165) | (68,370) | (27,759) |
Effect of exchange rates on cash | (668) | (317) | (7) |
Net increase (decrease) in cash and cash equivalents | 45,398 | (31,092) | 63,520 |
Cash and cash equivalents at beginning of year | 47,584 | 78,676 | 15,156 |
Cash and cash equivalents at end of year | 92,982 | 47,584 | 78,676 |
Eliminations [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by operating activities | (4,883) | (6,719) | (2,534) |
Additions to property, plant and equipment | 0 | 0 | 0 |
Payments to acquire companies, net of expenses | 0 | 0 | 0 |
Proceeds from disposal of land, buildings, etc. | 0 | 0 | |
Change in restricted cash and cash equivalents. | 0 | 0 | 0 |
Maturities of short term investments | 0 | 0 | 0 |
Investment in short-term investments | 0 | 0 | 0 |
Other investing activities | 0 | 0 | |
Intercompany investing activities | 130,183 | 101,752 | 111,652 |
Net cash used in investing activities | 130,183 | 101,752 | 111,652 |
Repayments on revolving line of credit | 0 | 0 | 0 |
Borrowings on revolving line of credit | 0 | 0 | 0 |
Repayments of long-term debt | 0 | 0 | 0 |
Issuance of long-term debt | |||
Proceeds from issuance of common stock | 0 | 0 | 0 |
Excess tax benefits from stock-based awards | 0 | 0 | 0 |
Repurchase of common stock | 0 | 0 | 0 |
Payments of contingent consideration | |||
Payment of deferred financing costs | 0 | 0 | 0 |
Distribution to parent | 4,883 | 6,719 | 2,534 |
Distribution to noncontrolling interest | 0 | 0 | 0 |
Intercompany financing activities | (130,183) | (101,752) | (111,652) |
Net cash used by financing activities | (125,300) | (95,033) | (109,118) |
Effect of exchange rates on cash | 0 | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents at beginning of year | 0 | 0 | 0 |
Cash and cash equivalents at end of year | 0 | 0 | 0 |
Parent [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by operating activities | 3,514 | (16,823) | (4,139) |
Additions to property, plant and equipment | (4,513) | (2,721) | (6,721) |
Payments to acquire companies, net of expenses | (69,001) | (38,384) | 0 |
Proceeds from disposal of land, buildings, etc. | 0 | 0 | |
Change in restricted cash and cash equivalents. | 2,247 | 1,126 | (14,283) |
Maturities of short term investments | 0 | 9,997 | 17,820 |
Investment in short-term investments | 0 | (17) | (10,000) |
Other investing activities | (730) | (546) | |
Intercompany investing activities | (83) | (15,789) | (6,726) |
Net cash used in investing activities | (72,080) | (46,334) | (19,910) |
Repayments on revolving line of credit | (419,000) | (312,000) | (301,000) |
Borrowings on revolving line of credit | 419,000 | 312,000 | 278,000 |
Repayments of long-term debt | (400,286) | (50,262) | (243) |
Issuance of long-term debt | 400,000 | ||
Proceeds from issuance of common stock | 324 | 200 | 1,165 |
Excess tax benefits from stock-based awards | 6,869 | 2,154 | 498 |
Repurchase of common stock | (10,873) | (18,497) | (2,332) |
Payments of contingent consideration | |||
Payment of deferred financing costs | (7,560) | (258) | (3,090) |
Distribution to parent | 0 | 0 | 0 |
Distribution to noncontrolling interest | 0 | 0 | 0 |
Intercompany financing activities | 127,436 | 103,326 | 109,057 |
Net cash used by financing activities | 115,910 | 36,663 | 82,055 |
Effect of exchange rates on cash | (1,466) | (697) | 27 |
Net increase (decrease) in cash and cash equivalents | 45,878 | (27,191) | 58,033 |
Cash and cash equivalents at beginning of year | 36,280 | 63,471 | 5,438 |
Cash and cash equivalents at end of year | 82,158 | 36,280 | 63,471 |
Non-Guarantor Subsidiaries [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by operating activities | 2,654 | 7,372 | 7,420 |
Additions to property, plant and equipment | (717) | (405) | (1,027) |
Payments to acquire companies, net of expenses | 0 | 0 | 0 |
Proceeds from disposal of land, buildings, etc. | 0 | 0 | |
Change in restricted cash and cash equivalents. | 0 | 0 | 0 |
Maturities of short term investments | 0 | 0 | 0 |
Investment in short-term investments | 0 | 0 | 0 |
Other investing activities | 0 | 0 | |
Intercompany investing activities | 0 | 0 | 0 |
Net cash used in investing activities | (717) | (405) | (1,027) |
Repayments on revolving line of credit | 0 | 0 | 0 |
Borrowings on revolving line of credit | 0 | 0 | 0 |
Repayments of long-term debt | 0 | 0 | 0 |
Issuance of long-term debt | |||
Proceeds from issuance of common stock | 0 | 0 | 0 |
Excess tax benefits from stock-based awards | 0 | 0 | 0 |
Repurchase of common stock | 0 | 0 | 0 |
Payments of contingent consideration | |||
Payment of deferred financing costs | 0 | 0 | 0 |
Distribution to parent | (4,883) | (6,719) | (2,534) |
Distribution to noncontrolling interest | (592) | (1,680) | (633) |
Intercompany financing activities | 2,747 | (1,574) | 2,595 |
Net cash used by financing activities | (2,728) | (9,973) | (572) |
Effect of exchange rates on cash | 464 | 222 | (18) |
Net increase (decrease) in cash and cash equivalents | (327) | (2,784) | 5,803 |
Cash and cash equivalents at beginning of year | 10,022 | 12,806 | 7,003 |
Cash and cash equivalents at end of year | 9,695 | 10,022 | 12,806 |
Guarantor Subsidiaries [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by operating activities | 150,141 | 103,619 | 125,720 |
Additions to property, plant and equipment | (22,392) | (18,904) | (9,425) |
Payments to acquire companies, net of expenses | 0 | 0 | (20,282) |
Proceeds from disposal of land, buildings, etc. | 3,911 | 8,737 | |
Change in restricted cash and cash equivalents. | 0 | 0 | 0 |
Maturities of short term investments | 0 | 0 | 0 |
Investment in short-term investments | 0 | 0 | 0 |
Other investing activities | 0 | 0 | |
Intercompany investing activities | (130,100) | (85,963) | (104,926) |
Net cash used in investing activities | (148,581) | (104,867) | (125,896) |
Repayments on revolving line of credit | 0 | 0 | 0 |
Borrowings on revolving line of credit | 0 | 0 | 0 |
Repayments of long-term debt | (21) | (27) | (124) |
Issuance of long-term debt | |||
Proceeds from issuance of common stock | 0 | 0 | 0 |
Excess tax benefits from stock-based awards | 0 | 0 | 0 |
Repurchase of common stock | 0 | 0 | 0 |
Payments of contingent consideration | (2,026) | ||
Payment of deferred financing costs | 0 | 0 | 0 |
Distribution to parent | 0 | 0 | 0 |
Distribution to noncontrolling interest | 0 | 0 | 0 |
Intercompany financing activities | 0 | 0 | 0 |
Net cash used by financing activities | (2,047) | (27) | (124) |
Effect of exchange rates on cash | 334 | 158 | (16) |
Net increase (decrease) in cash and cash equivalents | (153) | (1,117) | (316) |
Cash and cash equivalents at beginning of year | 1,282 | 2,399 | 2,715 |
Cash and cash equivalents at end of year | $ 1,129 | $ 1,282 | $ 2,399 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Millions | Oct. 24, 2016 | Sep. 24, 2016 |
Subsequent Event [Line Items] | ||
Sales of division sold | $ 8.6 | |
Subsequent Events [Member] | Segrest Inc. [Member] | ||
Subsequent Event [Line Items] | ||
Cost of acquisition | $ 60 | |
Business combination, contingent consideration | $ 6 |