Date of Report (Date of earliest event reported) |
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction
of incorporation)
|
(Commission File
Number)
|
(IRS Employer
Identification No.)
|
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)) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
Exhibit Number |
Description |
|
Exhibit 99.1 |
||
Exhibit 104 |
Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the
Inline XBRL document
|
By: /s/ BRADLEY G. SMITH |
Bradley G. Smith |
Chief Financial Officer |
(Principal Financial Officer) |
Dated: |
March 29, 2025 |
March 30, 2024 |
September 28, 2024 |
|||
ASSETS |
|||||
Current assets: |
|||||
Cash and cash equivalents |
$516,675 |
$301,332 |
$753,550 |
||
Restricted cash |
14,662 |
14,197 |
14,853 |
||
Accounts receivable (less allowance for credit losses and customer
allowances of $22,628, $27,677 and $21,035)
|
578,880 |
578,237 |
326,220 |
||
Inventories, net |
824,281 |
914,352 |
757,943 |
||
Prepaid expenses and other |
40,755 |
42,500 |
34,240 |
||
Total current assets |
1,975,253 |
1,850,618 |
1,886,806 |
||
Plant, property and equipment, net |
368,468 |
387,203 |
379,166 |
||
Goodwill |
554,692 |
546,436 |
551,361 |
||
Other intangible assets, net |
461,657 |
480,910 |
473,280 |
||
Operating lease right-of-use assets |
208,863 |
170,849 |
205,137 |
||
Other assets |
60,684 |
104,002 |
57,689 |
||
Total |
$3,629,617 |
$3,540,018 |
$3,553,439 |
||
LIABILITIES AND EQUITY |
|||||
Current liabilities: |
|||||
Accounts payable |
$263,712 |
$237,310 |
$212,606 |
||
Accrued expenses |
275,374 |
267,813 |
245,226 |
||
Current lease liabilities |
58,443 |
51,045 |
57,313 |
||
Current portion of long-term debt |
122 |
322 |
239 |
||
Total current liabilities |
597,651 |
556,490 |
515,384 |
||
Long-term debt |
1,190,724 |
1,188,955 |
1,189,809 |
||
Long-term lease liabilities |
175,581 |
134,723 |
173,086 |
||
Deferred income taxes and other long-term obligations |
122,257 |
147,683 |
117,615 |
||
Equity: |
|||||
Common stock, $0.01 par value: 10,218,481, 11,077,612 and
11,074,620 shares outstanding at March 29, 2025, March 30, 2024
and September 28, 2024
|
102 |
111 |
111 |
||
Class A common stock, $0.01 par value: 52,615,383, 54,659,683 and
54,446,194 shares outstanding at March 29, 2025, March 30, 2024
and September 28, 2024
|
526 |
547 |
544 |
||
Class B stock, $0.01 par value: 1,602,374 shares outstanding at
March 29, 2025, March 30, 2024 and September 28, 2024
|
16 |
16 |
16 |
||
Additional paid-in capital |
575,769 |
592,136 |
598,098 |
||
Retained earnings |
969,715 |
920,803 |
959,511 |
||
Accumulated other comprehensive loss |
(4,615) |
(2,825) |
(2,626) |
||
Total Central Garden & Pet Company shareholders’ equity |
1,541,513 |
1,510,788 |
1,555,654 |
||
Noncontrolling interest |
1,891 |
1,379 |
1,891 |
||
Total equity |
1,543,404 |
1,512,167 |
1,557,545 |
||
Total |
$3,629,617 |
$3,540,018 |
$3,553,439 |
Three Months Ended |
Six Months Ended |
||||||
March 29, 2025 |
March 30, 2024 |
March 29, 2025 |
March 30, 2024 |
||||
Net sales |
$833,537 |
$900,090 |
$1,489,973 |
$1,534,623 |
|||
Cost of goods sold |
560,454 |
621,210 |
1,021,191 |
1,076,898 |
|||
Gross profit |
273,083 |
278,880 |
468,782 |
457,725 |
|||
Selling, general and administrative expenses |
179,759 |
185,433 |
347,466 |
355,866 |
|||
Operating income |
93,324 |
93,447 |
121,316 |
101,859 |
|||
Interest expense |
(14,510) |
(14,376) |
(28,980) |
(28,692) |
|||
Interest income |
5,152 |
2,903 |
11,892 |
7,512 |
|||
Other income (expense) |
744 |
(171) |
(973) |
822 |
|||
Income before income taxes and noncontrolling interest |
84,710 |
81,803 |
103,255 |
81,501 |
|||
Income tax expense |
19,903 |
19,134 |
24,267 |
18,265 |
|||
Income including noncontrolling interest |
64,807 |
62,669 |
78,988 |
63,236 |
|||
Net income attributable to noncontrolling interest |
1,174 |
682 |
1,346 |
819 |
|||
Net income attributable to Central Garden & Pet
Company
|
$63,633 |
$61,987 |
$77,642 |
$62,417 |
|||
Net income per share attributable to Central Garden &
Pet Company:
|
|||||||
Basic |
$0.99 |
$0.94 |
$1.21 |
$0.95 |
|||
Diluted |
$0.98 |
$0.93 |
$1.19 |
$0.93 |
|||
Weighted average shares used in the computation of net
income per share:
|
|||||||
Basic |
64,140 |
65,638 |
64,346 |
65,526 |
|||
Diluted |
64,879 |
66,831 |
65,171 |
66,815 |
Six Months Ended |
|||
March 29, 2025 |
March 30, 2024 |
||
Cash flows from operating activities: |
|||
Net income |
$78,988 |
$63,236 |
|
Adjustments to reconcile net income to net cash used by operating activities: |
|||
Depreciation and amortization |
42,580 |
45,357 |
|
Amortization of deferred financing costs |
1,347 |
1,340 |
|
Non-cash lease expense |
29,987 |
25,753 |
|
Stock-based compensation |
9,528 |
8,927 |
|
Deferred income taxes |
2,525 |
2,673 |
|
Other operating activities |
(1,056) |
1,811 |
|
Change in assets and liabilities (excluding businesses acquired): |
|||
Accounts receivable |
(252,375) |
(240,408) |
|
Inventories |
(67,654) |
(59,263) |
|
Prepaid expenses and other assets |
(11,542) |
(7,492) |
|
Accounts payable |
50,504 |
41,475 |
|
Accrued expenses |
28,416 |
46,785 |
|
Other long-term obligations |
2,100 |
673 |
|
Operating lease liabilities |
(29,043) |
(25,169) |
|
Net cash used by operating activities |
(115,695) |
(94,302) |
|
Cash flows from investing activities: |
|||
Additions to plant, property and equipment |
(16,760) |
(19,478) |
|
Payments to acquire companies, net of cash acquired |
(3,318) |
(59,818) |
|
Investments |
— |
(850) |
|
Other investing activities |
(125) |
(140) |
|
Net cash used in investing activities |
(20,203) |
(80,286) |
|
Cash flows from financing activities: |
|||
Repayments of long-term debt |
(145) |
(159) |
|
Repurchase of common stock, including shares surrendered for tax withholding |
(98,233) |
(12,055) |
|
Payment of contingent consideration liability |
— |
(57) |
|
Distribution to noncontrolling interest |
(1,346) |
(900) |
|
Net cash used by financing activities |
(99,724) |
(13,171) |
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
(1,444) |
415 |
|
Net decrease in cash, cash equivalents and restricted cash |
(237,066) |
(187,344) |
|
Cash, cash equivalents and restricted cash at beginning of period |
768,403 |
502,873 |
|
Cash, cash equivalents and restricted cash at end of period |
$531,337 |
$315,529 |
|
Supplemental information: |
|||
Cash paid for interest |
$28,976 |
$28,695 |
|
Cash paid for income taxes |
$13,368 |
$13,775 |
|
Lease liabilities arising from obtaining right-of-use assets |
$30,776 |
$24,652 |
Net Income and Diluted Net Income Per Share Reconciliation |
GAAP to Non-GAAP Reconciliation |
|||||||
Three Months Ended |
Six Months Ended |
|||||||
March 29, 2025 |
March 30, 2024 |
March 29, 2025 |
March 30, 2024 |
|||||
(in thousands, except per share amounts) |
||||||||
GAAP net income attributable to Central Garden & Pet Company |
$63,633 |
$61,987 |
$77,642 |
$62,417 |
||||
Facility closures |
(1)(2) |
5,339 |
5,270 |
5,339 |
5,270 |
|||
Tax effect of facility closures & business exit |
(1,255) |
(1,233) |
(1,255) |
(1,233) |
||||
Non-GAAP net income attributable to Central Garden & Pet Company |
$67,717 |
$66,024 |
$81,726 |
$66,454 |
||||
GAAP diluted net income per share |
$0.98 |
$0.93 |
$1.19 |
$0.93 |
||||
Non-GAAP diluted net income per share |
$1.04 |
$0.99 |
$1.25 |
$0.99 |
||||
Shares used in GAAP and non-GAAP diluted net earnings per share
calculation
|
64,879 |
66,831 |
65,171 |
66,815 |
Operating Income Reconciliation |
GAAP to Non-GAAP Reconciliation |
|||||||
Three Months Ended March 29, 2025 |
Six Months Ended March 29, 2025 |
|||||||
GAAP |
Facility
closure(1)
|
Non-GAAP |
GAAP |
Facility
closure(1)
|
Non-GAAP |
|||
(in thousands) |
||||||||
Net sales |
$833,537 |
$— |
$833,537 |
$1,489,973 |
$— |
$1,489,973 |
||
Cost of goods sold and occupancy |
560,454 |
4,413 |
556,041 |
1,021,191 |
4,413 |
1,016,778 |
||
Gross profit |
$273,083 |
$(4,413) |
$277,496 |
$468,782 |
$(4,413) |
$473,195 |
||
Selling, general and administrative expenses |
179,759 |
926 |
178,833 |
347,466 |
926 |
346,540 |
||
Income from operations |
$93,324 |
$(5,339) |
$98,663 |
$121,316 |
$(5,339) |
$126,655 |
||
Gross margin |
32.8% |
33.3% |
31.5% |
31.8% |
||||
Operating margin |
11.2% |
11.8% |
8.1% |
8.5% |
Operating Income Reconciliation |
GAAP to Non-GAAP Reconciliation |
|||||||
Three Months Ended March 30, 2024 |
Six Months Ended March 30, 2024 |
|||||||
GAAP |
Facility
closures(2)
|
Non-GAAP |
GAAP |
Facility
closures(2)
|
Non-GAAP |
|||
(in thousands) |
||||||||
Net sales |
$900,090 |
$— |
$900,090 |
$1,534,623 |
$— |
$1,534,623 |
||
Cost of goods sold and occupancy |
621,210 |
2,527 |
618,683 |
1,076,898 |
2,527 |
1,074,371 |
||
Gross profit |
$278,880 |
$(2,527) |
$281,407 |
$457,725 |
$(2,527) |
$460,252 |
||
Selling, general and administrative expenses |
185,433 |
2,743 |
182,690 |
355,866 |
2,743 |
353,123 |
||
Income from operations |
$93,447 |
$(5,270) |
$98,717 |
$101,859 |
$(5,270) |
$107,129 |
||
Gross margin |
31.0% |
31.3% |
29.8% |
30.0% |
||||
Operating margin |
10.4% |
11.0% |
6.6% |
7.0% |
Pet Segment Operating Income Reconciliation |
GAAP to Non-GAAP Reconciliation |
|||||||
Three Months Ended |
Six Months Ended |
|||||||
March 29, 2025 |
March 30, 2024 |
March 29, 2025 |
March 30, 2024 |
|||||
(in thousands) |
||||||||
GAAP operating income |
$60,614 |
$62,659 |
$111,871 |
$106,047 |
||||
Facility closure |
(1) |
5,339 |
— |
5,339 |
— |
|||
Non-GAAP operating income |
$65,953 |
$62,659 |
$117,210 |
$106,047 |
||||
GAAP operating margin |
13.4% |
13.0% |
12.7% |
11.9% |
||||
Non-GAAP operating margin |
14.5% |
13.0% |
13.3% |
11.9% |
Garden Segment Operating Income Reconciliation |
GAAP to Non-GAAP Reconciliation |
|||||||
Three Months Ended |
Six Months Ended |
|||||||
March 29, 2025 |
March 30, 2024 |
March 29, 2025 |
March 30, 2024 |
|||||
(in thousands) |
||||||||
GAAP operating income |
$58,731 |
$57,066 |
$61,154 |
$48,180 |
||||
Facility closure |
(2) |
— |
5,270 |
— |
5,270 |
|||
Non-GAAP operating income |
$58,731 |
$62,336 |
$61,154 |
$53,450 |
||||
GAAP operating margin |
15.5% |
13.6% |
10.0% |
7.5% |
||||
Non-GAAP operating margin |
15.5% |
14.8% |
10.0% |
8.3% |
Adjusted EBITDA Reconciliation |
GAAP to Non-GAAP Reconciliation |
|||||||
Three Months Ended March 29, 2025 |
||||||||
Pet |
Garden |
Corporate |
Total |
|||||
(in thousands) |
||||||||
Net income attributable to Central Garden & Pet Company |
$— |
$— |
$— |
$63,633 |
||||
Interest expense, net |
— |
— |
— |
9,358 |
||||
Other income |
— |
— |
— |
(744) |
||||
Income tax expense |
— |
— |
— |
19,903 |
||||
Net income attributable to noncontrolling interest |
— |
— |
— |
1,174 |
||||
Income (loss) from operations |
60,614 |
58,731 |
(26,021) |
93,324 |
||||
Depreciation & amortization |
9,498 |
10,443 |
705 |
20,646 |
||||
Noncash stock-based compensation |
— |
— |
4,018 |
4,018 |
||||
Facility closure |
(1) |
5,339 |
— |
— |
5,339 |
|||
Adjusted EBITDA |
$75,451 |
$69,174 |
$(21,298) |
$123,327 |
Adjusted EBITDA Reconciliation |
GAAP to Non-GAAP Reconciliation |
|||||||
Three Months Ended March 30, 2024 |
||||||||
Pet |
Garden |
Corporate |
Total |
|||||
(in thousands) |
||||||||
Net income attributable to Central Garden & Pet Company |
$— |
$— |
$— |
$61,987 |
||||
Interest expense, net |
— |
— |
— |
11,473 |
||||
Other expense |
— |
— |
— |
171 |
||||
Income tax expense |
— |
— |
— |
19,134 |
||||
Net income attributable to noncontrolling interest |
— |
— |
— |
682 |
||||
Income (loss) from operations |
62,659 |
57,066 |
(26,278) |
93,447 |
||||
Depreciation & amortization |
11,124 |
11,014 |
674 |
22,812 |
||||
Noncash stock-based compensation |
— |
— |
2,907 |
2,907 |
||||
Facility closures |
(2) |
— |
5,270 |
— |
5,270 |
|||
Adjusted EBITDA |
$73,783 |
$73,350 |
$(22,697) |
$124,436 |
Adjusted EBITDA Reconciliation |
GAAP to Non-GAAP Reconciliation |
|||||||
Six Months Ended March 29, 2025 |
||||||||
Pet |
Garden |
Corporate |
Total |
|||||
(in thousands) |
||||||||
Net income attributable to Central Garden & Pet Company |
$— |
$— |
$— |
$77,642 |
||||
Interest expense, net |
— |
— |
— |
17,088 |
||||
Other expense |
— |
— |
— |
973 |
||||
Income tax expense |
— |
— |
— |
24,267 |
||||
Net income attributable to noncontrolling interest |
— |
— |
— |
1,346 |
||||
Income (loss) from operations |
111,871 |
61,154 |
(51,709) |
121,316 |
||||
Depreciation & amortization |
19,578 |
21,574 |
1,428 |
42,580 |
||||
Noncash stock-based compensation |
— |
— |
9,528 |
9,528 |
||||
Facility closure |
(1) |
5,339 |
— |
— |
5,339 |
|||
Adjusted EBITDA |
$136,788 |
$82,728 |
$(40,753) |
$178,763 |
Adjusted EBITDA Reconciliation |
GAAP to Non-GAAP Reconciliation |
|||||||
Six Months Ended March 30, 2024 |
||||||||
Pet |
Garden |
Corporate |
Total |
|||||
(in thousands) |
||||||||
Net income attributable to Central Garden & Pet Company |
$— |
$— |
$— |
$62,417 |
||||
Interest expense, net |
— |
— |
— |
21,180 |
||||
Other income |
— |
— |
— |
(822) |
||||
Income tax expense |
— |
— |
— |
18,265 |
||||
Net income attributable to noncontrolling interest |
— |
— |
— |
819 |
||||
Income (loss) from operations |
106,047 |
48,180 |
(52,368) |
101,859 |
||||
Depreciation & amortization |
21,922 |
22,020 |
1,415 |
45,357 |
||||
Noncash stock-based compensation |
— |
— |
8,927 |
8,927 |
||||
Facility closures |
(2) |
— |
5,270 |
— |
5,270 |
|||
Adjusted EBITDA |
$127,969 |
$75,470 |
$(42,026) |
$161,413 |