0000887733FALSE1340 Treat Boulevard, Suite 600Walnut CreekCalifornia11/25/202400008877332024-11-252024-11-250000887733us-gaap:CommonStockMember2024-11-252024-11-250000887733us-gaap:CommonClassAMember2024-11-252024-11-25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________

FORM 8-K
CURRENT REPORT

Pursuant To Section 13 of 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)November 25, 2024
CENTRAL_GARDEN & PET_B_Lge - Cropped.jpg

Central Garden & Pet Company
(Exact name of registrant as specified in its charter)


Delaware001-3326868-0275553
(State or other jurisdiction
of incorporation)
(Commission File
Number)
(IRS Employer
 Identification No.)


1340 Treat Boulevard, Suite 600, Walnut Creek, California94597
(Address of principal executive offices)(Zip Code)


Registrant's telephone number, including area code
(925) 948-4000

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockCENTThe NASDAQ Stock Market LLC
Class A Common StockCENTAThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     




Item 2.02 Results of Operations and Financial Condition.

On November 25, 2024, Central Garden & Pet Company issued a press release announcing its financial results for the fourth quarter and fiscal year 2024 ended September 28, 2024. A copy of the press release is attached as Exhibit 99.1.


Item 9.01 Financial Statements and Exhibits.



Exhibit
Number		Description
Exhibit 99.1
Exhibit 104Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTRAL GARDEN & PET COMPANY



By: /s/ BRADLEY G. SMITH
Bradley G. Smith
Chief Financial Officer
(Principal Financial Officer)
Dated: November 25, 2024






Exhibit 99.1
CENTRAL GARDEN & PET ANNOUNCES FOURTH QUARTER
AND FISCAL YEAR 2024 FINANCIAL RESULTS

Fiscal 2024 net sales of $3.2 billion vs. $3.3 billion in the prior year
Fiscal 2024 GAAP EPS of $1.62 vs. $1.88 a year ago, non-GAAP EPS of $2.13 vs. $2.07 a year ago
Expects fiscal 2025 non-GAAP EPS to be $2.20 or better

WALNUT CREEK, Calif., – Central Garden & Pet Company (NASDAQ: CENT) (NASDAQ: CENTA) ("Central"), a market leader in the pet and garden industries, today announced results for its fourth quarter and fiscal year ended September 28, 2024.
"We have a lot to be proud of this year. We increased non-GAAP EPS, continued margin expansion, made significant progress on our Cost and Simplicity program, and achieved strong profits in our Pet segment and record cash flow for the company. We accomplished this despite continued soft demand across our Pet segment, in particular in durable pet products, and a difficult garden season," said Niko Lahanas, Central Garden & Pet's new CEO. "While we expect the external environment to remain challenging, I am confident we have the right strategy and people in place to deliver profitable growth in fiscal 2025 and for the long term."

Fiscal 2024 Results
Net sales were $3.2 billion compared to $3.3 billion in the prior year, a decrease of 3%. Fiscal 2023 benefited from an additional week in the fourth quarter. Organic net sales decreased 4% excluding the impact of the acquisition of TDBBS in fiscal 2024 and the sale of the independent garden channel distribution business in fiscal 2023.
Net sales for the Pet segment were $1.83 billion compared to $1.88 billion a year ago, a decrease of 2%. Pet organic net sales decreased 6%. Net sales for the Garden segment were $1.37 billion compared to $1.43 billion in the prior year, a decrease of 5%. Garden organic net sales decreased 1%.
Gross margin expanded by 90 basis points to 29.5% from 28.6% in the prior year. On a non-GAAP basis, gross margin expanded by 110 basis points to 30.0% from 28.9% a year ago driven by productivity efforts and moderating inflation.
Operating income was $185 million compared to $211 million in the prior year, a decrease of 12%. On a non-GAAP basis, operating income was $223 million compared to $227 million a year ago. Operating margin was 5.8% compared to 6.4% in the prior year. On a non-GAAP basis, operating margin expanded to 7.0% from 6.9% a year ago due to improved gross margin and continued cost discipline in selling, general and administrative expense.
Net interest expense was $38 million compared to $50 million in the prior year driven by higher interest income.
Other expense was $5.1 million compared to other income of $1.5 million a year ago due to the impairment of two underperforming equity investments in the fourth quarter.
Net income was $108 million compared to $126 million in the prior year. On a non-GAAP basis, net income increased to $142 million from $138 million a year ago. Earnings per share were $1.62 compared to $1.88 in the prior year. On a non-GAAP basis, earnings per share increased to $2.13 from $2.07 a year ago.
Adjusted EBITDA was $334 million compared to $343 million in the prior year.


The effective tax rate for the fiscal year was 23.2% compared to 22.4% a year ago primarily due to an increase in the blended state income tax rate in the current year compared to the prior year.

Fourth Quarter Fiscal 2024 Results
Net sales were $669 million compared to $750 million a year ago, a decrease of 11%. The prior year quarter benefited from an extra week. Organic net sales decreased 13% excluding the impact of the acquisition of TDBBS and the sale of the independent garden channel distribution business.
Gross margin contracted by 110 basis points to 25.2% compared to 26.3% a year ago primarily driven by the impairment of grass seed inventory more than offsetting moderating inflation and productivity efforts. On a non-GAAP basis, gross margin contracted by 60 basis points to 26.0% from 26.6% in the prior year.
Operating loss was $32 million compared to operating income of $9 million a year ago. On a non-GAAP basis, operating loss was $11 million compared to operating income of $12 million reflecting lower volumes, the inventory impairment, and the timing of expenses related to productivity and commercial initiatives. Operating margin was (4.8)% compared to 1.2% in the prior year. On a non-GAAP basis, operating margin contracted to (1.7)% from 1.6% a year ago.
Other expense was $6 million compared to $2 million in the prior year.
Net interest expense was $6 million compared to $8 million a year ago.
Net loss was $34 million compared to net income of $3 million in the prior year. On a non-GAAP basis, net loss was $12 million compared to net income $5 million a year ago. Loss per share was $0.51 compared to earnings per share of $0.04 in the prior year. On a non-GAAP basis, loss per share was $0.18 compared to earnings per share of $0.08 a year ago.
Adjusted EBITDA was $17 million compared to $42 million in the prior year.

Pet Segment Fourth Quarter Fiscal 2024 Results
Net sales for the Pet segment were $435 million compared to $483 million in the prior year, a decrease of 10%. The decrease was primarily due to an extra week in the prior year quarter. Organic net sales decreased 14% excluding the impact of the acquisition of TDBBS.
The Pet segment’s operating income was $14 million compared to $43 million a year ago. On a non-GAAP basis, operating income was $35 million compared to $48 million in the prior year due to lower volume and the timing of expenses related to productivity and commercial initiatives. Operating margin was 3.3% compared to 9.0% in the prior year. On a non-GAAP basis, operating margin was 8.0% compared to 9.9% a year ago.
Pet segment adjusted EBITDA was $45 million compared to $58 million in the prior year quarter.

Garden Segment Fourth Quarter Fiscal 2024 Results
Net sales for the Garden segment were $234 million compared to $267 million a year ago, a decrease of 12%. The decrease was primarily due to an extra week in the prior year quarter. Organic net sales decreased 11% excluding the impact of the sale of the independent garden channel distribution business.


The Garden segment’s operating loss was $29 million compared to a loss of $3 million in the prior year. On a non-GAAP basis, operating loss was $25 million compared to a loss of $5 million a year ago due to lower volume as well as the impairment of grass seed inventory. Operating margin was (12.3)% compared to (1.3)% in the prior year. On a non-GAAP basis, operating margin was (10.6)% compared to (2.0)% a year ago.
Garden segment adjusted EBITDA was $(14) million compared to $6 million in the prior year.

Liquidity and Debt
At September 28, 2024, cash and cash equivalents was $754 million, compared to $489 million a year ago. The increase in cash and cash equivalents was driven by converting inventory to cash over the last 12 months and lower capital expenditures.
Cash provided by operations for fiscal 2024 was $395 million, compared to $382 million in the prior year. The increase in cash provided by operations was primarily due to changes in working capital driven by the reduction in inventory.
Total debt at September 28, 2024 and September 30, 2023 was $1.2 billion. The gross leverage ratio, calculated using the definitions for Indebtedness and EBITDA in Central's credit agreement, at the end of the quarter was 3.1x, in line with the prior year. Central repurchased 270,032 shares or $9 million of its stock during the quarter. Subsequent to the fiscal year end, Central purchased an additional 1,663,479 shares or $52 million of its stock through November 21, 2024.

Non-GAAP Adjustments
Fiscal 2024
Central recognized $45 million in non-GAAP charges in fiscal 2024, $28 million of which related to Cost & Simplicity initiatives.
Within the Garden segment, this included closure and consolidation of one manufacturing facility, six distribution facilities and one research facility as well as beginning the wind-down of Central's pottery business. Within the Pet segment, this included the announced closure and consolidation of two manufacturing facilities related to a durable pet supply business as well as impairment of intangible assets related to this business due to changing market conditions and increased international competition.
In addition to Cost & Simplicity related charges, Central recognized $4 million in charges related to the impairment of equity investments in two underperforming private businesses, partially offset by a gain on the settlement of a litigation.
The $45 million overall charge was mostly noncash, with $16 million included in cost of goods sold, $21 million in selling, general and administrative expense, and $8 million in other expense.
Fourth Quarter Fiscal 2024
Non-GAAP charges for the fourth quarter were $29 million, $12 million of which related to Cost & Simplicity initiatives, $13 million related to intangible impairments, and $4 million related to the equity investment write downs and partially offsetting a gain on the settlement of a litigation.
The $29 million overall charge was mostly noncash, with $5 million included in cost of goods sold, $16 million in selling, general and administrative expense, and $8 million in other expense.



Outlook for Fiscal 2025
Central currently expects fiscal 2025 non-GAAP EPS to be $2.20 or better. This outlook takes into consideration deflationary pressure in certain commodity businesses, evolving consumer behavior in an environment of macroeconomic and geopolitical uncertainty, and the challenging brick-and-mortar retail environment. Central expects fiscal 2025 capital spending to be in the range of $60-70 million. This outlook excludes the impact of any acquisitions, divestitures or restructuring activities that may occur during fiscal 2025, including projects under the Cost and Simplicity program.

Conference Call
Central will hold a conference call today at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time), hosted by Niko Lahanas, CEO, and Brad Smith, CFO, to discuss these results and to provide a general business update. The conference call and related materials can be accessed at http://ir.central.com.
Alternatively, to listen to the call by telephone, dial (201) 689-8345 (domestic and international) using confirmation #13748436.

About Central Garden & Pet
Central Garden & Pet Company (NASDAQ: CENT) (NASDAQ: CENTA) understands home is central to life and has proudly nurtured happy and healthy homes for over 40 years. With fiscal 2024 net sales of $3.2 billion, Central is on a mission to lead the future of the pet and garden industries. The Company’s innovative and trusted products are dedicated to helping lawns grow greener, gardens bloom bigger, pets live healthier, and communities grow stronger. Central is home to a leading portfolio of more than 65 high-quality brands including Amdro®, Aqueon®, Cadet®, C&S®, Farnam®, Ferry-Morse®, Four Paws®, Kaytee®, Nylabone® and Pennington®, strong manufacturing and distribution capabilities, and a passionate, entrepreneurial growth culture. Central is based in Walnut Creek, California, with 6,450 employees primarily across North America. Visit www.central.com to learn more.

Safe Harbor Statement
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release which are not historical facts, including statements concerning evolving consumer demand and unfavorable retailer dynamics, productivity initiatives and estimated capital spending, and earnings guidance for fiscal 2025, are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. All forward-looking statements are based upon Central's current expectations and various assumptions. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained in this release including, but not limited to, the following factors:
•economic uncertainty, and other adverse macro-economic conditions;
•impacts of tariffs or a trade war;
•risks associated with international sourcing, including from China;
•fluctuations in energy prices, fuel and related petrochemical costs;
•declines in consumer spending and the associated increased inventory risk;
•seasonality and fluctuations in our operating results and cash flow;


•adverse weather conditions;
•the success of our Central to Home strategy and our Cost and Simplicity program;
•fluctuations in market prices for seeds and grains and other raw materials, including the impact of the recent significant decline in grass seed market prices on our inventory valuation;
•risks associated with new product introductions, including the risk that our new products will not produce sufficient sales to recoup our investment;
•dependence on a small number of customers for a significant portion of our business;
•consolidation trends in the retail industry;
•supply shortages in pet birds, small animals and fish;
•reductions in demand for our product categories;
•competition in our industries;
•continuing implementation of an enterprise resource planning information technology system;
•regulatory issues;
•potential environmental liabilities;
•access to and cost of additional capital;
•the impact of product recalls;
•risks associated with our acquisition strategy, including our ability to successfully integrate acquisitions and the impact of purchase accounting on our financial results;
•potential goodwill or intangible asset impairment;
•the potential for significant deficiencies or material weaknesses in internal control over financial reporting, particularly of acquired companies;
•our dependence upon our key executives;
•our ability to recruit and retain members of our management team and employees to support our businesses;
•potential costs and risks associated with actual or potential cyberattacks;
•our ability to protect our trademarks and other proprietary rights;
•litigation and product liability claims;
•the impact of new accounting regulations and the possibility our effective tax rate will increase as a result of future changes in the corporate tax rate or other tax law changes;
•potential dilution from issuance of authorized shares; and
•the voting power associated with our Class B stock.

These risks and others are described in Central’s Securities and Exchange Commission filings. Central undertakes no obligation to publicly update these forward-looking statements to reflect new information, subsequent events or otherwise.

Investor & Media Contact
Friederike Edelmann
VP of Investor Relations & Corporate Sustainability
(925) 412 6726
fedelmann@central.com
# # #


(Tables Follow)


CENTRAL GARDEN & PET COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
ASSETSSeptember 28, 2024September 30, 2023
Current assets:
Cash and cash equivalents$753,550 $488,730 
Restricted cash14,853 14,143 
Accounts receivable, net326,220 332,890 
Inventories, net757,943 838,188 
Prepaid expenses and other34,240 33,172 
Total current assets1,886,806 1,707,123 
Plant, property and equipment, net379,166 391,768 
Goodwill551,361 546,436 
Other intangible assets, net473,280 497,228 
Operating lease right-of-use assets205,137 173,540 
Other assets57,689 62,553 
Total$3,553,439 $3,378,648 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$212,606 $190,902 
Accrued expenses245,226 216,241 
Current lease liabilities57,313 50,597 
Current portion of long-term debt239 247 
Total current liabilities515,384 457,987 
Long-term debt1,189,809 1,187,956 
Long-term lease liabilities173,086 135,621 
Deferred income taxes and other long-term obligations117,615 144,271 
Equity:
Common stock ($.01 par value; 80 million shares authorized; 11,074,620 and 11,077,612 issued, respectively)111 111 
Class A common stock ($.01 par value; 100 million shares authorized; 54,446,194 and 54,472,902 issued, respectively)544 544 
Class B stock ($.01 par value; 3 million shares authorized; 1,602,374 and 1,602,374 issued, respectively)16 16 
Additional paid-in capital598,098 594,282 
Retained earnings959,511 859,370 
Accumulated other comprehensive loss(2,626)(2,970)
Total Central Garden & Pet shareholders’ equity1,555,654 1,451,353 
Noncontrolling interest1,891 1,460 
Total equity1,557,545 1,452,813 
Total$3,553,439 $3,378,648 



CENTRAL GARDEN & PET COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
Three Months EndedFiscal Year Ended
September 28, 2024September 30, 2023September 28, 2024September 30, 2023
Net sales$669,489 $750,147 $3,200,460 $3,310,083 
Cost of goods sold 500,537 552,694 2,256,725 2,363,241 
Gross profit168,952 197,453 943,735 946,842 
Selling, general and administrative expenses201,360 188,084 758,348 736,196 
Operating (loss) income(32,408)9,369 185,387 210,646 
Interest expense(14,115)(13,138)(57,527)(57,025)
Interest income7,639 5,075 19,655 7,362 
Other income (expense), net(6,137)(1,685)(5,090)1,462 
Income (loss) before income taxes and noncontrolling interest(45,021)(379)142,425 162,445 
Income tax (benefit) expense (10,621)(3,098)33,112 36,348 
Net income (loss) including noncontrolling interest(34,400)2,719 109,313 126,097 
Net income (loss) attributable to noncontrolling interest(242)(116)1,330 454 
Net income (loss) attributable to Central Garden & Pet Company$(34,158)$2,835 $107,983 $125,643 
Net income (loss) per share attributable to Central Garden & Pet Company:
Basic$(0.52)$0.04 $1.64 $1.92 
Diluted$(0.51)$0.04 $1.62 $1.88 
Weighted average shares used in the computation of net income per share:
Basic65,939 65,265 65,711 65,493 
Diluted66,917 66,671 66,860 66,783 




CENTRAL GARDEN & PET COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Fiscal Year Ended
 September 28, 2024September 30, 2023September 24, 2022
 (in thousands)
Cash flows from operating activities:
Net income$109,313 $126,097 $152,672 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization90,807 87,700 80,948 
Amortization of deferred financing costs2,687 2,698 2,657 
Non-cash lease expense56,180 51,868 48,656 
Stock-based compensation20,583 27,990 25,817 
Debt extinguishment costs— — 169 
Gain on sale of business— (5,845)— 
Deferred income taxes(14,482)(12,253)28,128 
Facility closures and business exit costs27,842 15,674 — 
Impairment of intangibles12,790 — — 
Other asset impairments7,462 750 — 
Other906 (525)(648)
Changes in assets and liabilities (excluding businesses acquired):
Receivables11,857 43,980 7,004 
Inventories84,306 86,980 (256,443)
Prepaid expenses and other assets11,944 8,813 (6,031)
Accounts payable18,373 (19,962)(31,209)
Accrued expenses17,152 6,766 (33,495)
Other long-term obligations(12,631)9,595 (7,728)
Operating lease liabilities(50,197)(48,692)(44,527)
Net cash provided by (used in) operating activities394,892 381,634 (34,030)
Cash flows from investing activities:
Additions to property, plant and equipment(43,135)(53,966)(115,205)
Business acquired, net of cash acquired(60,226)— — 
Proceeds from sale of business— 20,000 — 
Payments for investments(1,650)(500)(27,818)
Other investing activities(175)(115)40 
Net cash used in investing activities(105,186)(34,581)(142,983)
Cash flows from financing activities:
Repayments on revolving line of credit— (48,000)— 
Borrowings on revolving line of credit— 48,000 — 
Repayments of long-term debt(370)(338)(1,096)
Repurchase of common stock, including shares surrendered for tax withholding(24,075)(37,161)(62,287)
Payments of contingent consideration(95)(54)(216)
Distribution to noncontrolling interest(899)— (806)
Payment of financing costs— — (2,410)
Net cash used in financing activities(25,438)(37,553)(66,815)
Effect of exchange rate changes on cash and equivalents1,261 1,189 (3,510)
Net increase (decrease) in cash, cash equivalents and restricted cash265,530 310,689 (247,338)
Cash, cash equivalents and restricted cash at beginning of year502,873 192,184 439,522 
Cash, cash equivalents and restricted cash at end of year$768,403 $502,873 $192,184 
Supplemental information:
Cash paid for interest$57,531 $57,143 $57,928 
Cash paid for income taxes – net of refunds53,582 17,910 34,964 
Non-cash investing and financing activities:
Capital expenditures incurred but not paid1,936 2,243 8,016 
Liability for contingent performance based payments(20)(374)(847)
Shares of common stock repurchased but not settled536 — 911 
Lease liabilities arising from obtaining right-of-use assets95,391 42,777 70,794 


Use of Non-GAAP Financial Measures
We report our financial results in accordance with GAAP. However, to supplement the financial results prepared in accordance with GAAP, we use non-GAAP financial measures including non-GAAP net income and diluted net income per share, non-GAAP operating income, non-GAAP gross profit and gross margin, non-GAAP selling, general and administrative expense, adjusted EBITDA and organic net sales. Management uses these non-GAAP financial measures that exclude the impact of specific items (described below) in making financial, operating and planning decisions and in evaluating our performance.
Management believes that these non-GAAP financial measures may be useful to investors in their assessment of our ongoing operating performance and provide additional meaningful comparisons between current results and results in prior operating periods. While Management believes that non-GAAP measures are useful supplemental information, such adjusted results are not intended to replace our GAAP financial results and should be read in conjunction with those GAAP results.
Adjusted EBITDA is defined by us as income before income tax, net other expense, net interest expense and depreciation and amortization and stock-based compensation expense (or operating income plus depreciation and amortization expense and stock-based compensation expense). Adjusted EBITDA further excludes one-time charges related to facility closures exits of business, intangible and investment impairments and gains from a litigation settlement. We present adjusted EBITDA because we believe that adjusted EBITDA is a useful supplemental measure in evaluating the cash flows and performance of our business and provides greater transparency into our results of operations. Adjusted EBITDA is used by our management to perform such evaluations. Adjusted EBITDA should not be considered in isolation or as a substitute for cash flow from operations, income from operations or other income statement measures prepared in accordance with GAAP. We believe that adjusted EBITDA is frequently used by investors, securities analysts and other interested parties in their evaluation of companies, many of which present adjusted EBITDA when reporting their results. Other companies may calculate adjusted EBITDA differently and it may not be comparable.
The reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are shown in the tables below.
We have not provided a reconciliation of non-GAAP guidance measures to the corresponding GAAP measures on a forward-looking basis as we cannot do so without unreasonable efforts due to the potential variability and limited visibility of excluded items. For the same reasons, we are unable to address the probable significance of the unavailable information.
Non-GAAP financial measures reflect adjustments based on the following items:
•Facility closures and business exit: we have excluded charges related to the closure of distribution and manufacturing facilities and our decision to exit the pottery business as they represent infrequent transactions that impact the comparability between operating periods. We believe these exclusions supplement the GAAP information with a measure that may be useful to investors in assessing the sustainability of our operating performance.
•Asset impairment charges: we exclude the impact of asset impairments on intangible assets and investments as such non-cash amounts are inconsistent in amount and frequency. We believe that the adjustment of these charges supplements the GAAP information with a measure that can be used to assess the performance of our ongoing operations.
•Gain from litigation settlement: we exclude the gain from a litigation settlement as it is a one-time occurrence. We believe that the exclusion of this gain supplements the GAAP information with a measure that can be used to assess the performance of our ongoing operations.
•Gain on sale of a business or service line: we exclude the impact of the gain on the sale of a business as it represents an infrequent transaction that occurs in limited circumstances that impacts the comparability between operating periods. We believe the adjustment of this gain supplements the GAAP information with a measure that may be used to assess the performance of our ongoing operations.
•Tax impact: adjustment represents the impact of the tax effect of the pre-tax non-GAAP adjustments excluded from non-GAAP net income. The tax impact of the non-GAAP adjustments is calculated based on the consolidated effective tax rate on a GAAP basis, applied to the non-GAAP adjustments, unless the underlying item has a materially different tax treatment.
From time to time in the future, there may be other items that we may exclude if we believe that doing so is consistent with the goal of providing useful information to investors and management.
The non-GAAP adjustments made reflect the following:
Facility closures and business exits


(1)During the fourth quarter of fiscal year 2024, we recognized incremental expense of $7.5 million in our Pet segment in the consolidated statement of operations, from the closure of manufacturing facilities in California and Arizona. Additionally, we recognized incremental expense in our Garden segment of $3.9 million related to facility closures and business exits announced in fiscal 2023 and earlier in fiscal 2024.
(2)During the third quarter of fiscal 2024, we recognized incremental expense of $11.1 million in the consolidated statement of operations, from the decision to exit the pottery business, the closure of a live goods distribution facility in Delaware and the relocation of our grass seed research facility.
(3)During the second quarter of fiscal 2024, we recognized incremental expense of $5.3 million in the consolidated statement of operations from the closure of a manufacturing facility in California and the consolidation of our Southeast distribution network.
(4)During the fourth quarter of fiscal 2023, we recognized a gain of $5.8 million from the sale of our independent garden center distribution business, which includes the impact of associated facility closure costs. The gain is included in selling, general and administrative expense in the consolidated statement of operations.
(5)In fiscal 2023, we recognized incremental expense of $13.9 million in our Pet segment in the consolidated statement of operations from the closure of a manufacturing and distribution facility in Texas. Additionally, we recognized incremental expense of $1.8 million in our Pet segment in the consolidated statement of operations, from the closure of a second manufacturing and distribution facility in Texas.
Intangible Impairments
(6)During the fourth quarter of fiscal 2024, we recognized a non-cash impairment charge in our Pet segment of $12.8 million related to the impairment of intangible assets due primarily to changing market conditions resulting from the decline in demand for durable products and increased international competition.
(7)In fiscal 2023, we recognized a non-cash impairment charge in our Pet segment of $2.8 million related to the impairment of intangible assets caused by the loss of a significant customer in our live fish business. Also, we recognized a non-cash impairment charge in our Garden segment of $3.9 million related to the impairment of intangible assets due to reduced demand for products we sold under an acquired trade name. The impairments were recorded as part of selling, general and administrative costs.
Gain from litigation and investment impairment
(8)Within corporate, the Company received $3.2 million during the fourth quarter of fiscal 2024 in settlement of litigation which gain is included in selling, general and administrative expense. Additionally, we recognized a $7.5 million non-cash impairment charge for two related private company investments that is included within Other income (expense) in the consolidated statement of operations.



Net Income and Diluted Net Income Per Share ReconciliationGAAP to Non-GAAP Reconciliation
 Three Months EndedFiscal Year Ended
September 28, 2024September 30, 2023September 28, 2024September 30, 2023
(in thousands, except per share amount)
GAAP net (loss) income attributable to Central Garden & Pet Company$(34,158)$2,835 $107,983 $125,643 
Facility closures(1)(2)(3)(5)11,457 1,751 27,842 15,672 
Intangible impairments(6)(7)12,790 6,731 12,790 6,731 
Litigation settlement(8)(3,200)— (3,200)— 
Independent channel distribution business sale(4)— (5,844)— (5,844)
Investment impairment(8)7,461 — 7,461 — 
Tax effect of adjustments(6,725)(332)(10,437)(3,705)
Non-GAAP net (loss) income attributable to Central Garden & Pet Company$(12,375)$5,141 $142,439 $138,497 
GAAP diluted net income per share$(0.51)$0.04 $1.62 $1.88 
Non-GAAP diluted net income per share$(0.18)$0.08 $2.13 $2.07 
Shares used in GAAP and non-GAAP diluted net income per share calculation66,917 66,671 66,860 66,783 

Operating Income ReconciliationGAAP to Non-GAAP Reconciliation
Three Months Ended September 28, 2024Fiscal Year Ended September 28, 2024
GAAP
Adjustments(1)(6)(8)
Non-GAAPGAAP
Adjustments(1)(2)(3)(6)(8)
Non-GAAP
(in thousands)
Net sales

$669,489 $— $669,489 $3,200,460 $— $3,200,460 
Cost of goods sold and occupancy500,537 5,209 495,328 2,256,725 16,349 2,240,376 
Gross profit168,952 (5,209)174,161 943,735 (16,349)960,084 
Selling, general and administrative expenses201,360 15,838 185,522 758,348 21,083 737,265 
(Loss) Income from operations$(32,408)$(21,047)$(11,361)$185,387 $(37,432)$222,819 
Gross margin25.2 %26.0 %29.5 %30.0 %
Operating margin(4.8)%(1.7)%5.8 %7.0 %



Operating Income ReconciliationGAAP to Non-GAAP Reconciliation
Three Months Ended September 30, 2023Fiscal Year Ended September 30, 2023
GAAP
Adjustments(4)(5)(7)
Non-GAAPGAAP
Adjustments(4)(5)(7)
Non-GAAP
(in thousands)
Net sales

$750,147 $— $750,147 $3,310,083 $— $3,310,083 
Cost of goods sold and occupancy552,694 1,751 550,943 2,363,241 9,761 2,353,480 
Gross profit197,453 (1,751)199,204 946,842 (9,761)956,603 
Selling, general and administrative expenses188,084 887 187,197 736,196 6,798 729,398 
Income from operations$9,369 $(2,638)$12,007 $210,646 $(16,559)$227,205 
Gross margin26.3 %26.6 %28.6 %28.9 %
Operating margin1.2 %1.6 %6.4 %6.9 %

Pet Segment Operating Income ReconciliationGAAP to Non-GAAP Reconciliation
Three Months EndedFiscal Year Ended
September 28, 2024September 30, 2023September 28, 2024September 30, 2023
(in thousands)
GAAP operating income$14,310$43,225$203,425$198,004
Facility closures(1)(5)7,5491,7517,54915,672
Intangible impairments(6)(7)12,7902,78512,7902,785
Non-GAAP operating income$34,649$47,761$223,764$216,461
GAAP operating margin3.3 %9.0 %11.1 %10.5 %
Non-GAAP operating margin8.0 %9.9 %12.2 %11.5 %

Garden Segment Operating Income ReconciliationGAAP to Non-GAAP Reconciliation
Three Months EndedFiscal Year Ended
September 28, 2024September 30, 2023September 28, 2024September 30, 2023
(in thousands)
GAAP operating income$(28,806)$(3,432)$81,893$123,455
Facility closures(1)(2)(3)3,908—20,293—
Independent channel distribution business sale(4)—(5,844)—(5,844)
Intangible impairments(7)—3,946—3,946
Non-GAAP operating (loss) income$(24,898)$(5,330)$102,186 $121,557 
GAAP operating margin(12.3)%(1.3)%6.0 %8.6 %
Non-GAAP operating margin(10.6)%(2.0)%7.5 %8.5 %



Organic Net Sales ReconciliationGAAP to Non-GAAP Reconciliation
Three Months Ended September 28, 2024Fiscal Year Ended September 28, 2024
Net sales (GAAP)Effect of acquisitions & divestiture on net salesNet sales organicNet sales (GAAP)Effect of acquisitions & divestitures on net salesNet sales organic
(in millions)
Reported net sales FY 2024$669.5$18.0 $651.5$3,200.5$66.4 $3,134.1
Reported net sales FY 2023750.13.7 746.43,310.148.1 3,262.0
$ decrease$(80.6)$14.3 $(94.9)$(109.6)$18.3 $(127.9)
% decrease(10.7)%(12.7)%(3.3)%(3.9)%

Organic Pet Segment Net Sales ReconciliationGAAP to Non-GAAP Reconciliation
Three Months Ended September 28, 2024Fiscal Year Ended September 28, 2024
Net sales (GAAP)Effect of acquisitions & divestitures on net salesNet sales organicNet sales (GAAP)Effect of acquisitions & divestitures on net salesNet sales organic
(in millions)
Reported net sales FY 2024$435.3$18.0$417.3$1,832.8$66.4 $1,766.4
Reported net sales FY 2023482.8—482.81,877.2— 1,877.2
$ decrease$(47.5)$18.0$(65.5)$(44.4)$66.4 $(110.8)
% decrease(9.8)%(13.6)%(2.4)%(5.9)%

Organic Garden Segment Net Sales ReconciliationGAAP to Non-GAAP Reconciliation
Three Months Ended September 28, 2024Fiscal Year Ended September 28, 2024
Net sales (GAAP)Effect of acquisitions & divestitures on net salesNet sales organicNet sales (GAAP)Effect of acquisitions & divestitures on net salesNet sales organic
(in millions)
Reported net sales FY 2024$234.2$—$234.2$1,367.7$— $1,367.7
Reported net sales FY 2023267.33.7263.61,432.948.1 1,384.8
$ decrease$(33.1)$(3.7)$(29.4)$(65.2)$(48.1)$(17.1)
% decrease(12.4)%(11.2)%(4.6)%(1.2)%





% increase


Adjusted EBITDA ReconciliationGAAP to Non-GAAP Reconciliation
Fiscal Year Ended September 28, 2024
PetGardenCorpTotal
(in thousands)
Net income attributable to Central Garden & Pet$— $— $— $107,983 
     Interest expense, net— — — 37,872 
     Other expense— — — 5,090 
     Income tax expense— — — 33,112 
     Net income attributable to noncontrolling interest— — — 1,330 
          Sum of items below operating income— — — 77,404 
Income (loss) from operations203,425 81,893 (99,931)185,387 
Depreciation & amortization43,642 44,403 2,762 90,807 
Noncash stock-based compensation— — 20,583 20,583 
Non-GAAP adjustments(1)(2)(3)(6)(8)20,339 20,293 (3,200)37,432 
Adjusted EBITDA$267,406 $146,589 $(79,786)$334,209 
Adjusted EBITDA ReconciliationGAAP to Non-GAAP Reconciliation
Fiscal Year Ended September 30, 2023
PetGardenCorpTotal
(in thousands)
Net income attributable to Central Garden & Pet$— $— $— $125,643 
     Interest expense, net— — — 49,663 
Other income— — — (1,462)
     Income tax expense— — — 36,348 
Net income attributable to noncontrolling interest— — — 454 
          Sum of items below operating income— — — 85,003 
Income (loss) from operations198,004 123,455 (110,813)210,646 
Depreciation & amortization41,126 43,375 3,199 87,700 
Noncash stock-based compensation— — 27,990 27,990 
Non-GAAP adjustments(4)(5)(7)18,457 (1,898)— 16,559 
Adjusted EBITDA$257,587 $164,932 $(79,624)$342,895 



Adjusted EBITDA ReconciliationGAAP to Non-GAAP Reconciliation
Three Months Ended September 28, 2024
PetGardenCorpTotal
(in thousands)
Net loss attributable to Central Garden & Pet$— $— $— $(34,158)
Interest expense, net— — — 6,476 
Other expense— — — 6,137 
Income tax benefit— — — (10,621)
Net loss attributable to noncontrolling interest— — — (242)
Sum of items below operating income— — — 1,750 
Income (loss) from operations14,310 (28,806)(17,912)(32,408)
Depreciation & amortization10,741 11,375 622 22,738 
Noncash stock-based compensation— — 5,445 5,445 
Non-GAAP adjustments(1)(2)(3)(6)(8)20,339 3,908 (3,200)21,047 
Adjusted EBITDA$45,390 $(13,523)$(15,045)$16,822 

Adjusted EBITDA ReconciliationGAAP to Non-GAAP Reconciliation
Three Months Ended September 30, 2023
PetGardenCorpTotal
(in thousands)
Net income attributable to Central Garden & Pet$— $— $— $2,835 
     Interest expense, net— — — 8,063 
Other expense— — — 1,685 
Income tax benefit— — — (3,098)
Net loss attributable to noncontrolling interest— — — (116)
          Sum of items below operating income— — — 6,534 
Income (loss) from operations43,225 (3,432)(30,424)9,369 
Depreciation & amortization10,479 10,892 825 22,196 
Noncash stock-based compensation— — 7,358 7,358 
Non-GAAP adjustments(4)(5)(7)4,536 (1,898)— 2,638 
Adjusted EBITDA$58,240 $5,562 $(22,241)$41,561 


v3.24.3
Cover
Nov. 25, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Nov. 25, 2024
Entity Registrant Name Central Garden & Pet Company
Entity Incorporation, State or Country Code DE
Entity File Number 001-33268
Entity Tax Identification Number 68-0275553
Entity Address, Postal Zip Code 94597
City Area Code (925)
Local Phone Number 948-4000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000887733
Amendment Flag false
Entity Address, Address Line One 1340 Treat Boulevard, Suite 600
Entity Address, City or Town Walnut Creek
Entity Address, State or Province CA
Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Common Stock
Trading Symbol CENT
Security Exchange Name NASDAQ
Common Class A  
Document Information [Line Items]  
Title of 12(b) Security Class A Common Stock
Trading Symbol CENTA
Security Exchange Name NASDAQ
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