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CENTRAL GARDEN & PET CO

For the period ended Mar 29, 2025. Filed May 8, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 29, 2025 · Filed May 8, 2025

CENT$48.07-1.2%Stored close · as of Nov 10, 2026

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Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended March 29, 2025

(Unaudited)

  1. Basis of Presentation

The condensed consolidated balance sheets of Central Garden & Pet Company and subsidiaries (the “Company” or “Central”) as of

March 29, 2025 and March 30, 2024, the condensed consolidated statements of operations, the condensed consolidated statements of

comprehensive income for thethree and six months ended March 29, 2025 and March 30, 2024, and the condensed consolidated statements

of cash flows for thesix months ended March 29, 2025 and March 30, 2024 have been prepared by the Company, without audit. In the

opinion of management, the interim financial statements include all normal recurring adjustments necessary for a fair statement of the results

for the interim periods presented.

For the Company’s foreign businesses in the United Kingdom and Canada, the local currency is the functional currency. Assets and

liabilities are translated using the exchange rate in effect at the balance sheet date. Income and expenses are translated at the average

exchange rate for the period. Deferred taxes are not provided on translation gains and losses because the Company expects earnings of its

foreign subsidiaries to be permanently reinvested. Transaction gains and losses are included in results of operations.

Due to the seasonal nature of the Company’s garden business, the results of operations for thethree and six months ended March 29,

2025 are not necessarily indicative of the operating results that may be expected for the entire fiscal year. These interim financial statements

should be read in conjunction with the annual audited financial statements, accounting policies and financial notes thereto, included in the

Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2024, which has previously been filed with the Securities

and Exchange Commission. The September 28, 2024 balance sheet presented herein was derived from the audited financial statements.

Noncontrolling Interest

Noncontrolling interest in the Company’s condensed consolidated financial statements represents the 20% interest not owned by

Central in a consolidated subsidiary. Since the Company controls this subsidiary, its financial statements are consolidated with those of the

Company, and the noncontrolling owner’s 20% share of the subsidiary’s net assets and results of operations is deducted and reported as

noncontrolling interest on the condensed consolidated balance sheets and as net income attributable to noncontrolling interest in the

condensed consolidated statements of operations. See Note 8, Supplemental Equity Information, for additional information.

Cash, Cash Equivalents and Restricted Cash

The Company considers cash and all highly liquid investments with an original maturity of three months or less at date of purchase to

be cash and cash equivalents. Restricted cash includes cash and highly liquid instruments that are used as collateral for stand-alone letter of

credit agreements related to normal business transactions. These agreements require the Company to maintain specified amounts of cash as

collateral in segregated accounts to support the letters of credit issued thereunder, which will affect the amount of cash the Company has

available for other uses.

Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash

equivalents. The Company manages the credit risk associated with cash equivalents by investing with high-quality institutions. The

Company maintains cash accounts that exceed federally insured limits. The Company has not experienced any losses from maintaining

cash accounts in excess of such limits. Management believes that it is not exposed to any significant risks on its cash and cash equivalent

accounts.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated

balance sheets to the condensed consolidated statements of cash flows as of March 29, 2025, March 30, 2024 and September 28, 2024,

March 29, 2025March 30, 2024September 28, 2024
(in thousands)
Cash and cash equivalents$516,675$301,332$753,550
Restricted cash14,66214,19714,853
Total cash, cash equivalents and restricted cash$531,337$315,529$768,403

Allowance for Credit Losses and Customer Allowances

The Company’s trade accounts receivable are recorded at net realizable value, which includes an allowance for estimated credit

losses, as well as allowances for contractual customer deductions accounted for as variable consideration. The Company maintains an

allowance for credit losses related to its trade accounts receivable associated with future expected credit losses resulting from the inability of

its customers to make required payments. The Company estimates the allowance based upon historical bad debts, current customer

receivable balances and the customer’s financial condition. The allowance is adjusted to reflect changes in current and forecasted

macroeconomic conditions. The Company’s estimate of credit losses includes expected current and future economic and market conditions.

Revenue Recognition

Revenue Recognition and Nature of Products and Services

The Company manufactures, markets and distributes a wide variety of pet and garden products to wholesalers, distributors and

retailers, primarily in the United States. The majority of the Company’s revenue is generated from the sale of finished pet and garden

products. The Company also recognizes a minor amount of non-product revenue (approximatelyone percent of consolidated net sales)

comprising third-party logistics services, merchandising services and royalty income from sales-based licensing arrangements. Product and

non-product revenue is recognized when performance obligations under the terms of the contracts with customers are satisfied. The

Company recognizes product revenue when control over the finished goods transfers to its customers, which generally occurs upon shipment

to, or receipt at, customers’ locations, as determined by the specific terms of the contract, and when control over the finished goods transfers

to retail consumers in consignment arrangements. These revenue arrangements generally have single performance obligations. Non-product

revenue is recognized as the services are provided to the customer in the case of third-party logistics services and merchandising services,

or as third-party licensee sales occur for royalty income. Revenue, which includes shipping and handling charges billed to the customer, is

reported net of variable consideration and consideration payable to our customers, including applicable discounts, returns, allowances, trade

promotion, unsaleable product, consumer coupon redemption and rebates. Shipping and handling costs that occur before the customer

obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs.

Key sales terms are established on a frequent basis such that most customer arrangements and related incentives have a one year or

shorter duration. As such, the Company does not capitalize contract inception costs. The Company generally does not have unbilled

receivables at the end of a period. Deferred revenues are not material and primarily include advance payments for services that have yet to

be rendered. The Company does not receive noncash consideration for the sale of goods. Amounts billed and due from our customers are

classified as receivables and require payment on a short-term basis; therefore, the Company does not have any significant financing

components.

Sales Incentives and Other Promotional Programs

The Company routinely offers sales incentives and discounts through various regional and national programs to its customers and

consumers. These programs include product discounts or allowances, product rebates, product returns, one-time or ongoing trade-promotion

programs with customers and consumer coupon programs that require the Company to estimate and accrue the expected costs of such

programs. The costs associated with these activities are accounted for as reductions to the transaction price of the Company’s products and

are, therefore, recorded as reductions to gross sales at the time of sale. The Company bases its estimates of incentive costs on historical

trend experience with similar programs, actual incentive terms per customer contractual obligations and expected levels of performance of

trade promotions, utilizing customer and sales organization inputs. The Company maintains accruals at the end of each period for the

estimated incentive costs incurred but unpaid for these programs. Differences between estimated and actual incentive costs are generally not

material and are recognized in earnings in the period such differences are determined. Reserves for product returns, accrued rebates and

promotional accruals are included in the condensed consolidated balance sheets as part of accrued expenses, and the value of inventory

associated with reserves for sales returns is included within prepaid expenses and other current assets on the condensed consolidated

balance sheets.

Leases

The Company determines whether an arrangement contains a lease at inception by determining if the contract conveys the right to

control the use of identified property, plant or equipment for a period of time in exchange for consideration and other facts and circumstances.

Long-term operating lease right-of-use ("ROU") assets and current and long-term operating lease liabilities are presented separately in the

condensed consolidated balance sheets. Finance lease ROU assets are presented in property, plant and equipment, net, and the related

finance liabilities are presented with current and long-term debt in the condensed consolidated balance sheets.

Lease ROU assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the

Company's obligation to make lease payments arising from the lease. ROU assets are calculated based on the lease liability adjusted for any

lease payments paid to the lessor at or before the commencement date and excludes any lease incentives received from the lessor. Lease

liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The lease term may include

options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. As the Company's leases

typically do not contain a readily determinable implicit rate, the Company determines the present value of the lease liability using its

incremental borrowing rate at the lease commencement date based on the lease term on a collateralized basis. Variable lease payments are

expensed as incurred and include certain non-lease components, such as maintenance and other services provided by the lessor, and other

charges included in the lease, as applicable. Non-lease components and the lease components to which they relate are accounted for as a

single lease component, as the Company has elected to combine lease and non-lease components for all classes of underlying assets.

Amortization of ROU lease assets is calculated on a straight-line basis over the lease term with the expense recorded in cost of sales

or selling, general and administrative expenses, depending on the nature of the leased item. Interest expense is recorded over the lease term

and is recorded in interest expense (based on a front-loaded interest expense pattern) for finance leases and is recorded in cost of sales or

selling, general and administrative expenses (on a straight-line basis) for operating leases. All operating lease cash payments and interest on

finance leases are recorded within cash flows from operating activities and all finance lease principal payments are recorded within cash

flows from financing activities in the condensed consolidated statements of cash flows.

Recent Accounting Pronouncements

Recently Issued and Adopted Accounting Updates

There were no recently adopted accounting pronouncements that had a material impact on the Company's condensed consolidated

financial statements.

Accounting Standards Not Yet Adopted

Segment Reporting

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment

Disclosures. This ASU requires enhanced disclosures about significant segment expenses regularly provided to the chief operating decision

maker that are included within each reported measure of segment profit or loss, and also requires all annual disclosures currently required by

Topic 280 to be included in interim periods. ASU No. 2023-07 is to be applied retrospectively for all periods presented in the financial

statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after

December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will

have on the Company’s disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This

ASU primarily requires enhanced disclosures and disaggregation of income tax information by jurisdiction in the annual income tax

reconciliation and quantitative and qualitative disclosures regarding income taxes paid. ASU No. 2023-09 is to be applied prospectively, with

the option to apply the standard retrospectively, effective for fiscal years beginning after December 15, 2024. The Company is currently

evaluating the impact that the adoption of this guidance will have on the Company’s disclosures.

  1. Fair Value Measurements

ASC 820 establishes a single authoritative definition of fair value, a framework for measuring fair value and expands disclosure of fair

value measurements. ASC 820 requires financial assets and liabilities to be categorized based on the inputs used to calculate their fair

values as follows:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 - Unobservable inputs for the asset or liability, which reflect the Company’s own assumptions about the assumptions that

market participants would use in pricing the asset or liability (including assumptions about risk).

The Company’s financial instruments include cash and equivalents, short term investments, accounts receivable and payable, 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 Company's financial assets and liabilities measured at fair value on a recurring basis consist of contingent consideration within

Level 3 of the fair value hierarchy. Such amounts are not material for all periods presented.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Company measures certain non-financial assets and liabilities, including long-lived assets, goodwill and intangible assets, at fair

value on a non-recurring basis. Fair value measurements of non-financial assets and non-financial liabilities are used primarily in the

impairment analyses of long-lived assets, goodwill and other intangible assets. During the periods ended March 29, 2025 and March 30,

2024, the Company was not required to measure any significant non-financial assets and liabilities at fair value.

Fair Value of Other Financial Instruments

In April 2021, the Company issued$400 million aggregate principal amount of 4.125% senior notes due April 2031 (the "2031 Notes").

The estimated fair value of the Company's 2031 Notes as of March 29, 2025, March 30, 2024 and September 28, 2024 was$359.8 million,

$352.4 million and$367.2 million, respectively, compared to a carrying value of$396.3 million,$395.7 million and$396.0 million,

In October 2020, the Company issued$500 million aggregate principal amount of 4.125% senior notes due October 2030 (the "2030

Notes"). The estimated fair value of the Company's 2030 Notes as of March 29, 2025, March 30, 2024 and September 28, 2024 was$457.2

million,$448.0 million and$465.2 million, respectively, compared to a carrying value of$495.6 million,$494.8 million and$495.2 million,

In December 2017, the Company issued$300 million aggregate principal amount of 5.125% senior notes due February 2028 (the

"2028 Notes"). The estimated fair value of the Company's 2028 Notes as of March 29, 2025, March 30, 2024 and September 28, 2024 was

$296.6 million,$291.1 million and$299.2 million, respectively, compared to a carrying value of$298.7 million,$298.2 million and$298.4

million, respectively.

The estimated fair value is based on quoted market prices for these notes, which are Level 2 inputs within the fair value hierarchy.

  1. Acquisitions

On November 3, 2023, the Company acquired TDBBS, LLC (“TDBBS”), a provider of premium natural dog chews and treats for

approximately$60 million. The addition of TDBBS expands the Company’s portfolio with bully and collagen sticks, bones and jerky, adds

scale to its dog and cat business and enhances the Company’s eCommerce and direct-to-consumer capabilities. The purchase price

exceeded the estimated fair value of the net tangible assets acquired by approximately$45 million, of which$23 million was allocated to

identified intangible assets and approximately$5 million to goodwill in the Company's condensed consolidated balance sheet. Financial

results of TDBBS have been included in the results of operations within the Pet segment since the date of acquisition. The following table

summarizes the purchase price and recording of fair values of the assets acquired and liabilities assumed as of the acquisition date and

subsequent adjustments.

Amounts Recognized as of Acquisition Date (1)
Current assets, net of cash and cash equivalents acquired$22,968
Fixed assets2,369
Goodwill4,925
Operating lease right-of-use assets3,956
Deferred tax assets15,859
Other intangible assets, net22,970
Current liabilities(9,094)
Long-term lease liabilities(3,727)
Net assets acquired, less cash and cash equivalents$60,226

(1) As previously reported in the Company's Form 10-K for the period ended September 28, 2024.

  1. Inventories, net

Inventories, net of allowance for obsolescence, consist of the following:

March 29, 2025March 30, 2024September 28, 2024
(in thousands)
Raw materials$237,133$267,032$256,419
Work in progress146,926180,877146,041
Finished goods423,357447,595338,762
Supplies16,86518,84816,721
Total inventories, net$824,281$914,352$757,943
  1. Goodwill

The Company tests goodwill for impairment annually (as of the first day of the fourth fiscal quarter), or whenever events occur or

circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount, by first assessing

qualitative factors to determine whether it is more likely than not the fair value of the reporting unit is less than its carrying amount. The

qualitative assessment evaluates factors including macro-economic conditions, industry-specific and company-specific considerations, legal

and regulatory environments and historical performance. If it is determined that it is more likely than not the fair value of the reporting unit is

greater than its carrying amount, it is unnecessary to perform the quantitative goodwill impairment test. If it is determined that it is more likely

than not that the fair value of the reporting unit is less than its carrying amount, the quantitative test is performed to identify potential goodwill

impairment. Based on certain circumstances, the Company may elect to bypass the qualitative assessment and proceed directly to

performing the quantitative goodwill impairment test, which compares the estimated fair value of our reporting units to their related carrying

values, including goodwill. Impairment is indicated if the estimated fair value of the reporting unit is less than its carrying value, and an

impairment charge is recognized for the differential. The Company’s goodwill impairment analysis also includes a comparison of the

aggregate estimated fair value of itstwo reporting units to the Company’s total market capitalization. No impairment of goodwill was recorded

for thesix months ended March 29, 2025 and March 30, 2024.

  1. Other Intangible Assets

The following table summarizes the components of gross and net acquired intangible assets:

GrossAccumulatedAmortizationAccumulatedImpairmentNet CarryingValue
(in millions)
Marketing-related intangible assets – amortizable$26.0$(23.1)$—$2.9
Marketing-related intangible assets – nonamortizable266.3—(35.0)231.4
Total292.3(23.1)(35.0)234.3
Customer-related intangible assets – amortizable421.7(188.9)(17.5)215.2
Other acquired intangible assets – amortizable41.9(35.4)(0.3)6.3
Other acquired intangible assets – nonamortizable7.1—(1.2)5.9
Total49.1(35.4)(1.5)12.2
Total other intangible assets, net$763.0$(247.4)$(54.0)$461.7
GrossAccumulatedAmortizationAccumulatedImpairmentNet CarryingValue
(in millions)
Marketing-related intangible assets – amortizable$22.1$(21.9)$—$0.2
Marketing-related intangible assets – nonamortizable252.5—(29.4)223.1
Total274.6(21.9)(29.4)223.3
Customer-related intangible assets – amortizable416.4(161.4)(10.3)244.7
Other acquired intangible assets – amortizable39.7(32.5)(0.3)6.9
Other acquired intangible assets – nonamortizable7.1—(1.2)5.9
Total46.8(32.5)(1.5)12.8
Total other intangible assets, net$737.8$(215.7)$(41.2)$480.9
GrossAccumulatedAmortizationAccumulatedImpairmentNet CarryingValue
(in millions)
Marketing-related intangible assets – amortizable$26.0$(22.8)$—$3.1
Marketing-related intangible assets – nonamortizable266.3—(35.0)231.4
Total292.3(22.8)(35.0)234.5
Customer-related intangible assets – amortizable421.7(176.4)(17.5)227.8
Other acquired intangible assets – amortizable39.7(34.3)(0.3)5.1
Other acquired intangible assets – nonamortizable7.1—(1.2)5.9
Total46.8(34.3)(1.5)11.0
Total other intangible assets, net$760.8$(233.5)$(54.0)$473.3

Other acquired intangible assets include contract-based and technology-based intangible assets.

The Company evaluates long-lived assets, including amortizable and indefinite-lived intangible assets, for impairment whenever events

or changes in circumstances indicate the carrying value may not be recoverable. The Company evaluates indefinite-lived intangible assets on

an annual basis. Factors indicating the carrying value of the Company’s amortizable intangible assets may not be recoverable were not

present in thesix months ended March 29, 2025, and accordingly, no impairment testing was performed on these assets.

The Company amortizes its acquired intangible assets with definite lives over periods ranging from four years to 25 years; over

weighted average remaining lives ofnine years for marketing-related intangibles, ten years for customer-related intangibles andseven years

for other acquired intangibles. Amortization expense for intangibles subject to amortization was approximately$6.6 million and$8.1 million for

the three months ended March 29, 2025 and March 30, 2024, respectively, and$14.0 million and$16.3 million for thesix months ended

March 29, 2025 and March 30, 2024, respectively, and is classified within selling, general and administrative expenses in the condensed

consolidated statements of operations. Estimated annual amortization expense related to acquired intangible assets in each of the

succeeding five years is estimated to be approximately$25 million per year from fiscal 2025 through fiscal 2027 and$23 million per year from

fiscal 2028 through fiscal 2029.

  1. Long-Term Debt

Long-term debt consists of the following:

March 29, 2025March 30, 2024September 28, 2024
(in thousands)
Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028$300,000$300,000$300,000
Senior notes, interest at 4.125%, payable semi-annually, principal due October 2030500,000500,000500,000
Senior notes, interest at 4.125%, payable semi-annually, principal due April 2031400,000400,000400,000
Unamortized debt issuance costs(9,402)(11,287)(10,345)
Net carrying value1,190,5981,188,7131,189,655
Asset-based revolving credit facility, interest at SOFR plus a margin of 1.00% to 1.50% or Base Rate plus a margin of 0.0% to 0.50%, final maturity December 2026.———
Other notes payable248564393
Total1,190,8461,189,2771,190,048
Less current portion(122)(322)(239)
Long-term portion$1,190,724$1,188,955$1,189,809

Senior Notes

$400 million 4.125% Senior Notes due 2031

In April 2021, the Company issued$400 million aggregate principal amount of 4.125% senior notes due April 2031 (the "2031 Notes"). The

Company used a portion of the net proceeds from the offering to repay all outstanding borrowings under its Credit Facility, with the remainder

used for general corporate purposes.

The Company incurred approximately$6 million of debt issuance costs in conjunction with this issuance, which included underwriter

fees and legal, accounting and rating agency expenses. The debt issuance costs are being amortized over the term of the 2031 Notes.

The 2031 Notes require semi-annual interest payments on April 30 and October 30. The 2031 Notes are unconditionally guaranteed on

a senior basis by each of the Company's existing and future domestic restricted subsidiaries which are borrowers under or guarantors of the

Company's Credit Facility. The 2031 Notes were issued in a private placement under Rule 144A and will not be registered under the

Securities Act of 1933.

The Company may redeem some or all of the 2031 Notes at any time, at its option, prior to April 30, 2026 at the principal amount plus a

"make whole" premium. The Company may redeem some or all of the 2031 Notes at the Company’s option, at any time on or after April 30,

2026 for 102.063%, on or after April 30, 2027 for 101.375%, on or after April 30, 2028 for 100.688% and on or after April 30, 2029 for

100.0%, plus accrued and unpaid interest.

The holders of the 2031 Notes have the right to require the Company to repurchase all or a portion of the 2031 Notes at a purchase

price equal to 101% of the principal amount of the notes repurchased, plus accrued and unpaid interest, upon the occurrence of a change of

The 2031 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject

$500 million 4.125% Senior Notes due 2030

In October 2020, the Company issued$500 million aggregate principal amount of 4.125% senior notes due October 2030 (the "2030

Notes"). The Company used a portion of the net proceeds to redeem all of its outstanding 6.125% senior notes due November 2023 (the

"2023 Notes") at a redemption price of 101.531% plus accrued and unpaid interest, and to pay related fees and expenses, with the remainder

used for general corporate purposes.

The Company incurred approximately$8.0 million of debt issuance costs associated with this transaction, which included underwriter

fees and legal, accounting and rating agency expenses. The debt issuance costs are being amortized over the term of the 2030 Notes.

The 2030 Notes require semiannual interest payments on October 15 and April 15. The 2030 Notes are unconditionally guaranteed on

a senior basis by each of the Company's existing and future domestic restricted subsidiaries which are borrowers under or guarantors of the

Company's Credit Facility.

The Company may redeem some or all of the 2030 Notes at any time, at its option, prior to October 15, 2025 at a price equal to 100%

of the principal amount plus a “make-whole” premium. The Company may redeem some or all of the 2030 Notes, at its option, in whole or in

part, at any time on or after October 15, 2025 for 102.063%, on or after October 15, 2026 for 101.375%, on or after October 15, 2027 for

100.688% and on or after October 15, 2028 for 100.0%, plus accrued and unpaid interest.

The holders of the 2030 Notes have the right to require the Company to repurchase all or a portion of the 2030 Notes at a purchase

price equal to 101.0% of the principal amount of the notes repurchased, plus accrued and unpaid interest upon the occurrence of a change of

The 2030 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject

$300 million 5.125% Senior Notes due 2028

In December 2017, the Company issued$300 million aggregate principal amount of 5.125% senior notes due February 2028 (the

"2028 Notes"). The Company used the net proceeds from the offering to finance acquisitions and for general corporate purposes.

The Company incurred approximately$4.8 million of debt issuance costs in conjunction with this transaction, which included

underwriter fees and legal, accounting and rating agency expenses. The debt issuance costs are being amortized over the term of the 2028

Notes.

The 2028 Notes require semiannual interest payments on February 1 and August 1. The 2028 Notes are unconditionally guaranteed on

a senior basis by the Company's existing and future domestic restricted subsidiaries which are borrowers under or guarantors of the

Company's Credit Facility.

The Company may redeem some or all of the 2028 Notes, at its option, at any time through December 31, 2025, for 100.854%, and on

or after January 1, 2026 for 100.0%, plus accrued and unpaid interest.

The holders of the 2028 Notes have the right to require the Company to repurchase all or a portion of the 2028 Notes at a purchase

price equal to 101.0% of the principal amount of the notes repurchased, plus accrued and unpaid interest upon the occurrence of a change of

The 2028 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject

Asset-Based Loan Facility Amendment

On December 16, 2021, the Company entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”). The

Credit Agreement provides for a$750 million principal amount senior secured asset-based revolving credit facility, with up to an additional

$400 million principal amount available with the consent of the Lenders, as defined, if the Company exercises the uncommitted accordion

feature set forth therein (collectively, the “Credit Facility”). The Credit Facility matures on December 16, 2026. The Company may borrow,

repay and reborrow amounts under the Credit Facility until its maturity date, at which time all amounts outstanding under the Credit Facility

must be repaid in full.

The Credit Facility is subject to a borrowing base that is calculated using a formula based upon eligible receivables and inventory, and

at the Company's election, eligible real property, minus certain reserves. Proceeds of the Credit Facility will be used for general corporate

purposes. Net availability under the Credit Facility was approximately$706 million as of March 29, 2025. The Credit Facility includes a

$50 million sublimit for the issuance of standby and commercial letters of credit and a$75 million sublimit for swing loan borrowings. As of

March 29, 2025, there wereno borrowings outstanding andno letters of credit outstanding under the Credit Facility. Outside of the Credit

Facility, there were other standby and commercial letters of credit of$3.0 million outstanding as of March 29, 2025.

Borrowings under the Credit Facility bear interest at a rate based on SOFR (which will not be less than 0.00%) or, at the option of the

Company, the Base Rate, plus, in either case, an applicable margin based on the Company's usage under the Credit Facility. Base Rate is

defined as the highest of (a) the Truist Bank prime rate, (b) the Federal Funds Rate plus 0.50%, (c) one-month SOFR plus 1.00% and (d)

0.00%. The applicable margin for SOFR-based borrowings fluctuates between 1.00%-1.50%, and was 1.00% as of March 29, 2025, and the

applicable margin for Base Rate borrowings fluctuates between 0.00%-0.50%, and was 0.00% as of March 29, 2025. An unused line fee shall

be payable quarterly in respect of the total amount of the unutilized Lenders’ commitments and short-notice borrowings under the Credit

Facility. Standby letter of credit fees at the applicable margin on the average undrawn and unreimbursed amount of standby letters of credit

are payable quarterly and a facing fee of 0.125% is payable quarterly for the stated amount of each letter of credit. The Company is also

required to pay certain fees to the administrative agent under the Credit Facility. As of March 29, 2025, the interest rate applicable to Base

Rate borrowings was 7.5%, and the interest rate applicable to one-month SOFR-based borrowings was 5.3%.

The Company incurred approximately$2.4 million of debt issuance costs in conjunction with this transaction, which included lender

fees and legal expenses. The debt issuance costs are being amortized over the term of the Credit Facility.

The Credit Facility contains customary covenants, including financial covenants which require the Company to maintain a minimum

fixed charge coverage ratio of 1:1 upon triggered quarterly testing (e.g. when availability falls below certain thresholds established in the

agreement), reporting requirements and events of default. The Credit Facility is secured by substantially all assets of the borrowing parties,

including (i) pledges of 100% of the stock or other equity interest of each domestic subsidiary that is directly owned by such entity and (ii)

65% of the stock or other equity interest of each foreign subsidiary that is directly owned by such entity, in each case subject to customary

exceptions. The Company was in compliance with all financial covenants under the Credit Facility as of March 29, 2025.

  1. Supplemental Equity Information

The following table provides a summary of the changes in the carrying amounts of equity attributable to controlling interest and

noncontrolling interest through thesix months ended March 29, 2025 and March 30, 2024.

Controlling Interest
Common StockClass A Common StockClass B StockAdditional Paid In CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)TotalNoncontrolling InterestTotal
(in thousands)
Balance September 28, 2024$111$544$16$598,098$959,511$(2,626)$1,555,654$1,891$1,557,545
Comprehensive income (loss)————14,009(2,035)11,97417212,146
Amortization of share-based awards———3,648——3,648—3,648
Restricted share activity, including net share settlement—(1)—(1,810)——(1,811)—(1,811)
Issuance of common stock, including net share settlement of stock options—1—1,789——1,790—1,790
Repurchase of stock(4)(13)—(14,948)(37,176)—(52,141)—(52,141)
Distribution to Noncontrolling interest———————(1,346)(1,346)
Balance December 28, 2024$107$531$16$586,777$936,344$(4,661)$1,519,114$717$1,519,831
Comprehensive income————63,6334663,6791,17464,853
Amortization of share-based awards———2,387——2,387—2,387
Restricted share activity, including net share settlement—1—(3,574)——(3,573)—(3,573)
Issuance of common stock, including net share settlement of stock options—1—1,175——1,176—1,176
Repurchase of stock(5)(7)—(10,996)(30,262)—(41,270)—(41,270)
Balance March 29, 2025$102$526$16$575,769$969,715$(4,615)$1,541,513$1,891$1,543,404
Controlling Interest
Common StockClass A Common StockClass B StockAdditional Paid In CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)TotalNoncontrolling InterestTotal
(in thousands)
Balance September 30, 2023$111$544$16$594,282$859,370$(2,970)$1,451,353$1,460$1,452,813
Comprehensive income————4308591,2891371,426
Amortization of share-based awards———4,169——4,169—4,169
Restricted share activity, including net share settlement—(1)—(1,918)——(1,919)—(1,919)
Issuance of common stock, including net share settlement of stock options—2—(1,583)——(1,581)—(1,581)
Repurchase of stock———(438)(984)—(1,422)—(1,422)
Distribution to Noncontrolling interest———————(900)(900)
Balance December 30, 2023$111$545$16$594,512$858,816$(2,111)$1,451,889$697$1,452,586
Comprehensive income (loss)————61,987(714)61,27368261,955
Amortization of share-based awards———2,163——2,163—2,163
Restricted share activity, including net share settlement—1—(4,344)——(4,343)—(4,343)
Issuance of common stock, including net share settlement of stock options—1—(195)——(194)—(194)
Balance March 30, 2024$111$547$16$592,136$920,803$(2,825)$1,510,788$1,379$1,512,167
  1. Stock-Based Compensation

The Company recognized share-based compensation expense of$9.5 million and$8.9 million for thesix months ended March 29,

2025 and March 30, 2024, respectively, as a component of selling, general and administrative expenses. The tax benefit associated with

share-based compensation expense for thesix months ended March 29, 2025 and March 30, 2024 was$2.3 million and$2.1 million,

  1. Earnings Per Share

The following is a reconciliation of the numerators and denominators of the basic and diluted per share computations for net income

available to common shareholders.

Three Months Ended · Six Months Ended
March 29, 2025March 29, 2025
IncomeSharesPer ShareIncomeSharesPer Share
(in thousands, except per share amounts)
Basic EPS:
Net income available to common shareholders$63,63364,140$0.99$77,64264,346$1.21
Effect of dilutive securities:
Options to purchase common stock—78——94—
Restricted shares—466$(0.01)—560(0.02)
Performance stock units—195——171—
Diluted EPS:
Net income available to common shareholders$63,63364,879$0.98$77,64265,171$1.19
Three Months Ended · Six Months Ended
March 30, 2024March 30, 2024
IncomeSharesPer ShareIncomeSharesPer Share
(in thousands, except per share amounts)
Basic EPS:
Net income available to common shareholders$61,98765,638$0.94$62,41765,526$0.95
Effect of dilutive securities:
Options to purchase common stock—233——298(0.01)
Restricted shares—781(0.01)—829(0.01)
Performance stock units—179—162$—
Diluted EPS:
Net income available to common shareholders$61,98766,831$0.93$62,41766,815$0.93

Options to purchase 0.6 million shares of Class A common stock at prices ranging from$20.63 to$41.10 per share were outstanding at

March 29, 2025, and options to purchase 1.0 million shares of Class A common stock at prices ranging from$20.63 to$41.10 per share

were outstanding at March 30, 2024.

For the three months ended March 29, 2025 and March 30, 2024, approximately 0.3 million options outstanding, were not included in

the computation of diluted earnings per share because the effect of including these options would be antidilutive.

For thesix months ended March 29, 2025 and March 30, 2024, approximately 0.3 million and 0.4 million options outstanding,

respectively, were not included in the computation of diluted earnings per share because the effect of including these options would be

antidilutive.

  1. Segment Information

Management has determined that the Company hastwo 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. Financial information relating to the Company's business segments is presented in the

table below.

Three Months EndedSix Months Ended
March 29, 2025March 30, 2024March 29, 2025March 30, 2024
(in thousands)
Net sales:
Pet segment$453,710$480,230$881,172$889,452
Garden segment379,827419,860608,801645,171
Total net sales$833,537$900,090$1,489,973$1,534,623
Operating income (loss)
Pet segment60,61462,659111,871106,047
Garden segment58,73157,06661,15448,180
Corporate(26,021)(26,278)(51,709)(52,368)
Total operating income93,32493,447121,316101,859
Interest expense - net(9,358)(11,473)(17,088)(21,180)
Other (expense) income744(171)(973)822
Income tax expense19,90319,13424,26718,265
Income including noncontrolling interest64,80762,66978,98863,236
Net income attributable to noncontrolling interest1,1746821,346819
Net income attributable to Central Garden & Pet Company$63,633$61,987$77,642$62,417
Depreciation and amortization:
Pet segment$9,498$11,124$19,578$21,922
Garden segment10,44311,01421,57422,020
Corporate7056741,4281,415
Total depreciation and amortization$20,646$22,812$42,580$45,357
March 29, 2025March 30, 2024September 28, 2024
(in thousands)
Assets:
Pet segment$1,025,398$1,038,619$955,000
Garden segment1,516,1811,561,1321,272,033
Corporate1,088,038940,2671,326,406
Total assets$3,629,617$3,540,018$3,553,439
Goodwill (included in corporate assets above):
Pet segment$285,323$277,067$281,992
Garden segment269,369269,369269,369
Total goodwill$554,692$546,436$551,361

The tables below present the Company's disaggregated revenues by segment:

Three Months Ended March 29, 2025Six Months Ended March 29, 2025
Pet SegmentGarden SegmentTotalPet SegmentGarden SegmentTotal
(in millions) · (in millions)
Other pet products$152.9$—$152.9$277.8$—$277.8
Dog and cat products137.4—137.4298.1—298.1
Other manufacturers' products110.360.9171.2215.3103.2318.5
Wild bird products53.181.7134.890.0135.3225.3
Other garden supplies—237.2237.2—370.3370.3
Total$453.7$379.8$833.5$881.2$608.8$1,490.0
Three Months Ended March 30, 2024Six Months Ended March 30, 2024
Pet SegmentGarden SegmentTotalPet SegmentGarden SegmentTotal
(in millions) · (in millions)
Other pet products$175.0$—$175.0$302.7$—$302.7
Dog and cat products152.4—152.4297.7—297.7
Other manufacturers' products107.985.6193.5208.2132.3340.5
Wild bird products44.965.8110.780.8116.6197.4
Other garden supplies—268.5268.5—396.3396.3
Total$480.2$419.9$900.1$889.5$645.2$1,534.6
  1. 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 could have a material effect on the Company’s financial

position or results of operations with the potential exception of the proceeding below.

In 2012, Nite Glow Industries, Inc. and its owner, Marni Markell, (“Nite Glow”) filed suit in the U.S. District Court for New Jersey against

the Company alleging that the applicator developed and used by the Company for certain of its branded topical flea and tick products

infringes a patent held by Nite Glow and asserted related claims for breach of contract and misappropriation of confidential information based

on the terms of a Non-Disclosure Agreement. On June 27, 2018, a jury returned a verdict in favor of Nite Glow on each of thethree claims

and awarded damages of approximately$12.6 million. The court ruled on post-trial motions in early June 2020, reducing the judgment

amount to$12.4 million and denying the plaintiff's request for attorneys' fees. The Company filed its notice of appeal and the plaintiffs cross-

appealed. On July 14, 2021, the Federal Circuit Court of Appeals issued its decision on the appeal. The Federal Circuit concluded that the

Company did not infringe plaintiff's patent and determined that the breach of contract claim raised no non-duplicative damages and should be

dismissed. The court affirmed the jury's liability verdict on the misappropriation of confidential information claim but ordered a new trial on

damages on that single claim limited to the "head start" benefit, if any, generated by the confidential information. The retrial of the head start

damages issue concluded in early March 2024, but no decision has been issued by the court. The Company intends to vigorously pursue its

defenses in any future proceedings and believes that it will prevail on the merits as to the head start damages issue. While the Company

believes that the ultimate resolution of this matter will not have a material impact on the Company's consolidated financial statements, the

outcome of litigation is inherently uncertain and the final resolution of this matter may result in expense to the Company in excess of

management's expectations.

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.

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