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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _____________________________________________________________________________________________ 
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 29, 2019
or
TRANSITION REPORT PURSUANT OF SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission File Number: 001-33268
centralgardenlogoa05.jpg
Delaware
 
68-0275553
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
1340 Treat Blvd., Suite 600, Walnut Creek, California 94597
(Address of principal executive offices)
(925) 948-4000
(Registrant’s telephone number, including area code)
_______________________________________________________________________ 
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ý  Yes    ¨  No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    ý  Yes    ¨  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
ý
  
Accelerated filer
 
¨
Non-accelerated filer
 
¨
  
Smaller reporting company
 
 
 
 
 
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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes    ý  No
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock
 
CENT
 
The NASDAQ Stock Market LLC
Class A Common Stock
 
CENTA
 
The NASDAQ Stock Market LLC
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
 
Common Stock Outstanding as of July 26, 2019
12,145,135

 
 
Class A Common Stock Outstanding as of July 26, 2019
43,960,182

 
 
Class B Stock Outstanding as of July 26, 2019
1,652,262

 
 


Table of Contents

 
PART I. FINANCIAL INFORMATION
 
 
 
 
Item 1.
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
PART II. OTHER INFORMATION
 
 
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This Form 10-Q includes “forward-looking statements.” Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, our business strategy and the trends we anticipate in the industries in which we operate and other information that is not historical information. When used in this Form 10-Q, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, our future earnings expectations, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them, but we cannot assure you that our expectations, beliefs and projections will be realized.
There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this Form 10-Q. Important factors that could cause our actual results to differ materially from the forward-looking statements we make in this Form 10-Q are set forth in the Form 10-K for the fiscal year ended September 29, 2018, including the factors described in the section entitled “Item 1A – Risk Factors.” If any of these risks or uncertainties materializes, or if any of our underlying assumptions are incorrect, our actual results may differ significantly from the results that we express in, or imply by, any of our forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect future events or circumstances, except as required by law. Presently known risk factors include, but are not limited to, the following factors:
 
seasonality and fluctuations in our operating results and cash flow;
fluctuations in market prices for seeds and grains and other raw materials;
our inability to pass through cost increases in a timely manner;

2

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the impending retirement of our CEO, the transition to a successor, our dependence upon our key executives and the ability to execute on our succession plan;
risks associated with new product introductions, including the risk that our new products will not produce sufficient sales to recoup our investment;
fluctuations in energy prices, fuel and related petrochemical costs;
declines in consumer spending during economic downturns;
inflation, deflation and other adverse macro-economic conditions;
supply shortages in pet birds, small animals and fish;
adverse weather conditions;
risks associated with our acquisition strategy;
access to and cost of additional capital;
dependence on a small number of customers for a significant portion of our business;
potential impacts of tariffs or trade war;
consolidation trends in the retail industry;
competition in our industries;
potential goodwill or intangible asset impairment;
continuing implementation of an enterprise resource planning information technology system;
our inability to protect our trademarks and other proprietary rights;
potential environmental liabilities;
risk associated with international sourcing;
litigation and product liability claims;
regulatory issues;
the impact of product recalls;
potential costs and risks associated with actual or potential cyber attacks;
the impact of new accounting regulations and the U.S. Tax Cuts and Jobs Act on the Company's tax rate;
the voting power associated with our Class B stock; and
potential dilution from issuance of authorized shares.


3

Table of Contents

PART I. FINANCIAL INFORMATION
 
Item 1.
Financial Statements

CENTRAL GARDEN & PET COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(Unaudited)
 
 
June 29,
2019
 
June 30,
2018
 
September 29,
2018
ASSETS
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
$
445,632

 
$
204,388

 
$
482,106

Restricted cash
10,924

 
13,978

 
10,899

Short term investments
119

 

 

Accounts receivable (less allowance for doubtful accounts of $15,875, $22,021 and $24,125)
395,581

 
348,781

 
275,908

Inventories, net
464,917

 
428,007

 
427,823

Prepaid expenses and other
32,453

 
26,735

 
20,562

Total current assets
1,349,626

 
1,021,889

 
1,217,298

Land, buildings, improvements and equipment—net
238,948

 
211,817

 
217,647

Goodwill
281,177

 
268,243

 
281,177

Other intangible assets—net
139,406

 
138,610

 
152,265

Other assets
55,761

 
67,846

 
38,822

Total
$
2,064,918

 
$
1,708,405

 
$
1,907,209

LIABILITIES AND EQUITY
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Accounts payable
$
137,668

 
$
108,129

 
$
110,259

Accrued expenses
141,029

 
122,897

 
102,583

Current portion of long-term debt
116

 
119

 
122

Total current liabilities
278,813

 
231,145

 
212,964

Long-term debt
692,948

 
691,741

 
692,031

Deferred taxes and other long-term obligations
58,834

 
40,798

 
49,380

Equity:
 
 
 
 
 
Common stock, $0.01 par value: 12,145,135 shares outstanding at June 29, 2019, June 30, 2018 and September 29, 2018
121

 
121

 
121

Class A common stock, $0.01 par value: 44,081,467, 38,373,324 and 43,953,265 shares outstanding at June 29, 2019, June 30, 2018 and September 29, 2018
440

 
384

 
439

Class B stock, $0.01 par value: 1,652,262 shares outstanding
16

 
16

 
16

Additional paid-in capital
589,849

 
392,412

 
590,168

Accumulated earnings
444,645

 
352,355

 
362,923

Accumulated other comprehensive loss
(1,426
)
 
(1,153
)
 
(1,218
)
Total Central Garden & Pet Company shareholders’ equity
1,033,645

 
744,135

 
952,449

Noncontrolling interest
678

 
586

 
385

Total equity
1,034,323

 
744,721

 
952,834

Total
$
2,064,918

 
$
1,708,405

 
$
1,907,209

See notes to condensed consolidated financial statements.

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CENTRAL GARDEN & PET COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)
 
 
Three Months Ended
 
Nine Months Ended
 
June 29,
2019

June 30,
2018
 
June 29,
2019
 
June 30,
2018
Net sales
$
706,575

 
$
657,943

 
$
1,842,266

 
$
1,713,048

Cost of goods sold and occupancy
487,291

 
455,879

 
1,286,749

 
1,184,690

Gross profit
219,284

 
202,064

 
555,517

 
528,358

Selling, general and administrative expenses
150,413

 
141,245

 
414,312

 
379,232

Operating income
68,871

 
60,819

 
141,205

 
149,126

Interest expense
(10,676
)
 
(10,597
)
 
(31,930
)
 
(28,577
)
Interest income
2,178

 
584

 
6,970

 
1,464

Other income
180

 
2,126

 
488

 
542

Income before income taxes and noncontrolling interest
60,553

 
52,932

 
116,733

 
122,555

Income tax expense
14,212

 
11,395

 
26,031

 
8,802

Income including noncontrolling interest
46,341

 
41,537

 
90,702

 
113,753

Net income (loss) attributable to noncontrolling interest
189

 
(8
)
 
356

 
727

Net income attributable to Central Garden & Pet Company
$
46,152

 
$
41,545

 
$
90,346

 
$
113,026

Net income per share attributable to Central Garden & Pet Company:
 
 
 
 
 
 
 
Basic
$
0.81

 
$
0.81

 
$
1.58

 
$
2.22

Diluted
$
0.80

 
$
0.79

 
$
1.56

 
$
2.15

Weighted average shares used in the computation of net income per share:
 
 
 
 
 
 
 
Basic
57,319

 
51,134

 
57,021

 
50,938

Diluted
57,985

 
52,575

 
57,937

 
52,670

See notes to condensed consolidated financial statements.


5



CENTRAL GARDEN & PET COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(Unaudited)
 
 
Three Months Ended
Nine Months Ended
 
June 29,
2019

June 30,
2018
June 29,
2019
 
June 30,
2018
Income including noncontrolling interest
$
46,341

 
$
41,537

$
90,702

 
$
113,753

Other comprehensive income (loss):
 
 
 
 
 
 
Foreign currency translation
(146
)
 
(480
)
(208
)
 
(202
)
Total comprehensive income
46,195

 
41,057

90,494

 
113,551

Comprehensive income attributable to noncontrolling interest
189

 
(8
)
356

 
727

Comprehensive income attributable to Central Garden & Pet Company
$
46,006

 
$
41,065

$
90,138

 
$
112,824

See notes to condensed consolidated financial statements.


6

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CENTRAL GARDEN & PET COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
 
 
Nine Months Ended
 
June 29,
2019
 
June 30,
2018
Cash flows from operating activities:
 
 
 
Net income
$
90,702

 
$
113,753

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
37,311

 
34,872

Amortization of deferred financing costs
1,374

 
1,290

Stock-based compensation
10,444

 
8,567

Deferred income taxes
9,875

 
(13,447
)
Loss (gain) on sale of property and equipment
58

 
(18
)
Other
(281
)
 
2,732

Change in assets and liabilities (excluding businesses acquired):
 
 
 
Accounts receivable
(93,775
)
 
(101,608
)
Inventories
(3,850
)
 
(14,856
)
Prepaid expenses and other assets
(239
)
 
(14,290
)
Accounts payable
19,728

 
(1,113
)
Accrued expenses
23,268

 
216

Other long-term obligations
(1,811
)
 
1,664

Net cash provided by operating activities
92,804

 
17,762

Cash flows from investing activities:
 
 
 
Additions to property and equipment
(20,888
)
 
(27,003
)
Payments to acquire companies, net of cash acquired
(41,158
)
 
(86,777
)
Investments
(1,758
)
 
(8,048
)
Other investing activities
(1,203
)
 
(2,655
)
Net cash used in investing activities
(65,007
)
 
(124,483
)
Cash flows from financing activities:
 
 
 
Repayments of long-term debt
(46,162
)
 
(395
)
Proceeds from issuance of long-term debt

 
300,000

Borrowings under revolving line of credit

 
23,000

Repayments under revolving line of credit

 
(23,000
)
Repurchase of common stock, including shares surrendered for tax withholding
(17,796
)
 
(12,942
)
Payment of contingent consideration liability
(104
)
 
(204
)
Distribution to noncontrolling interest
(64
)
 
(1,597
)
Payment of financing costs

 
(4,770
)
Net cash (used) provided by financing activities
(64,126
)
 
280,092

Effect of exchange rate changes on cash and cash equivalents
(120
)
 
(47
)
Net increase (decrease) in cash, cash equivalents and restricted cash
(36,449
)
 
173,324

Cash, cash equivalents and restricted cash at beginning of period
493,005

 
45,042

Cash, cash equivalents and restricted cash at end of period
$
456,556

 
$
218,366

Supplemental information:
 
 
 
Cash paid for interest
$
34,277

 
$
26,297

Cash paid for income taxes
$
12,277


$
18,474

See notes to condensed consolidated financial statements.

7



CENTRAL GARDEN & PET COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three and Nine Months Ended June 29, 2019
(Unaudited)
1.
Basis of Presentation
The condensed consolidated balance sheets of Central Garden & Pet Company and subsidiaries (the “Company” or “Central”) as of June 29, 2019 and June 30, 2018, the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income for the three and nine months ended June 29, 2019 and June 30, 2018 and the condensed consolidated statements of cash flows for the nine months ended June 29, 2019 and June 30, 2018 have been prepared by the Company, without audit. In the opinion of management, the interim financial statements include all normal recurring adjustments necessary for a fair statement of the results for the interim periods presented.
For the Company’s foreign business in the UK, the local currency is the functional currency. Assets and liabilities are translated using the exchange rate in effect at the balance sheet date. Income and expenses are translated at the average exchange rate for the period. Deferred taxes are not provided on translation gains and losses because the Company expects earnings of its foreign subsidiary to be permanently reinvested. Transaction gains and losses are included in results of operations.
Due to the seasonal nature of the Company’s garden business, the results of operations for the three and nine months ended June 29, 2019 are not indicative of the operating results that may be expected for the entire fiscal year. These interim financial statements should be read in conjunction with the annual audited financial statements, accounting policies and financial notes thereto, included in the Company’s 2018 Annual Report on Form 10-K, which has previously been filed with the Securities and Exchange Commission. The September 29, 2018 balance sheet presented herein was derived from the audited financial statements.
Noncontrolling Interest
Noncontrolling interest in the Company’s condensed consolidated financial statements represents the 20% interest not owned by Central in a consolidated subsidiary. Since the Company controls this subsidiary, its financial statements are consolidated with those of the Company, and the noncontrolling owner’s 20% share of the subsidiary’s net assets and results of operations is deducted and reported as noncontrolling interest on the consolidated balance sheets and as net income (loss) attributable to noncontrolling interest in the consolidated statements of operations. See Note 8, Supplemental Equity Information, for additional information.
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. 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 June 29, 2019, June 30, 2018 and September 29, 2018, respectively (in thousands).
 
 
June 29, 2019


June 30, 2018


September 29, 2018

Cash and cash equivalents
 
$
445,632


$
204,388


$
482,106

Restricted cash
 
10,924


13,978


10,899

Total cash, cash equivalents and restricted cash
 
$
456,556


$
218,366


$
493,005

 
 
 
 
 
 
 


Revenue Recognition

Revenue Recognition and Nature of Products and Services

The Company manufactures, markets and distributes a wide variety of branded, private label and third-party 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 (less than one 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

8

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generally occurs upon shipment to, or receipt at, customers’ locations, as determined by the specific terms of the contract. 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. Product fulfillment costs are capitalized as a part of inventoriable costs in accordance with our inventory policies. 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 our 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 liabilities 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 and other current assets on the condensed consolidated balance sheets.

Practical Expedients

The Company elected the following practical expedients upon its adoption of Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (ASC Topic 606).

Significant financing component - The Company elected not to adjust the promised amount of consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will be one year or less.
Shipping and handling costs - The Company elected to account for shipping and handling activities that occur before the customer has obtained control of a good as fulfillment activities rather than as a promised service.
Measurement of transaction price - The Company has elected to exclude from the measurement of transaction price all taxes assessed by a governmental authority that are both imposed on, and concurrent with, a specific revenue-producing transaction and collected by the Company from a customer for sales taxes.
Income Taxes
On December 22, 2017, the U.S. Government enacted the 2017 Tax Act, which was comprehensive new tax legislation. The SEC Staff issued guidance on income tax accounting for the 2017 Tax Act on December 22, 2017, which allows companies to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. The Company's accounting for the impact of the 2017 Tax Act was completed as of the period ending December 29, 2018.
Recent Accounting Pronouncements
Accounting Pronouncements Recently Adopted
Revenue Recognition

In May 2014, the Financial Accounting Standards Board ("FASB") ASC Topic 606, which replaces numerous requirements in U.S. Generally Accepted Accounting Principles ("GAAP"), including industry-specific requirements, and provides companies with a single revenue recognition model for recognizing revenue from contracts with customers. On September 30, 2018, the beginning of the Company’s fiscal

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year 2019, the Company adopted the requirements of ASC Topic 606 using the modified retrospective method. Upon completing its implementation assessment of ASC Topic 606, the Company concluded that no adjustment was required to the opening balance of retained earnings at the date of initial application. The comparative information has also not been restated and continues to be reported under the accounting standards in effect for those periods. Additional disclosures required by ASC Topic 606 are presented within the Revenue Recognition policy disclosure and in Note 11 Segment Information.
On the Company’s condensed consolidated balance sheets, reserves for customer product returns and return allowances are now included as part of accrued expenses, rather than accounts receivable, net, and the value of inventory associated with reserves for sales returns is included within prepaid and other current assets.
Had the Company not adopted the provisions under this ASU, its condensed consolidated balance sheet as of June 29, 2019 would have been presented as follows (in thousands):


As Reported June 29, 2019

Adjustments

Balances without Adoption of ASC Topic 606 June 29, 2019
Current assets





Receivables, less allowance for doubtful accounts
$
395,581


$
(8,407
)

$
387,174

Prepaid expenses and other
$
32,453


$
(5,117
)

$
27,336

Total current assets
$
1,349,626


$
(13,524
)

$
1,336,102







Current liabilities





Accrued expenses
$
141,029


$
(13,524
)

$
127,505

Total current liabilities
$
278,813


$
(13,524
)

$
265,289

 
 
 
 
 
 

Statement of Cash Flows
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15). The ASU provides additional clarification guidance on the classification of certain cash receipts and payments in the statement of cash flows. The Company adopted the provisions of this guidance as of September 30, 2018 on a retrospective basis. The adoption of this guidance did not have a material impact on the Company's condensed consolidated financial statements.
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) (ASU 2016-18). This ASU clarifies the presentation of restricted cash on the statement of cash flows. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning and ending cash balances on the statement of cash flows. The Company adopted the provisions under this ASU on September 30, 2018, on a retrospective basis. This resulted in an increase in beginning of period and end of period cash, cash equivalents and restricted cash of $12.6 million and $14.0 million, respectively, and a decrease of $1.3 million of cash used in investing activities to the condensed consolidated statement of cash flows for the nine months ended June 30, 2018.
Business Combinations
In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business (ASU 2017-01), which requires an evaluation of whether substantially all of the fair value of assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If so, the transaction does not qualify as a business. The guidance also requires an acquired business to include at least one substantive process and narrows the definition of outputs. The Company adopted the provisions of this guidance as of September 30, 2018 and has accounted for subsequent acquisitions in accordance with this guidance.

Income Taxes

In October 2016, the FASB issued ASU 2016-16, Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other Than Inventory (Topic 740).  ASU 2016-16 amends accounting guidance for intra-entity transfers of assets other than inventory to require the recognition of taxes when the transfer occurs.  The amendment was effective for us September 30, 2018.  A modified retrospective approach is required for transition to the new guidance, with a cumulative-effect adjustment consisting of the net impact from (1) the write-off of any unamortized expense previously deferred and (2) recognition of any previously unrecognized deferred tax assets, net of any valuation

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allowance.  The new guidance does not include any specific new disclosure requirements.  Adoption of this guidance in the first quarter of fiscal 2019 did not have an impact on the Company’s condensed consolidated financial statements.

Financial Instruments

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The updated guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. The guidance requires equity investments, excluding equity method investments or investees that are consolidated, to be measured at fair value with changes in fair value recognized in net income and enhanced disclosures about those investments. The guidance also simplifies the impairment assessments of equity investments without readily determinable fair value. The Company adopted the ASU in the first quarter of fiscal 2019, and the adoption of the new guidance did not have a material impact on the Company’s condensed consolidated financial statements.
Accounting Standards Not Yet Adopted
Leases
In February 2016, the FASB issued ASU 2016-02 (ASU 2016-02), Leases (Topic 842). ASU 2016-02 requires companies to generally recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use assets. The Company will adopt ASU 2016-02 on September 29, 2019 and expects to elect certain practical expedients permitted under the transition guidance. The Company will elect the optional transition method that allows for a cumulative-effect adjustment in the period of adoption and will not restate prior periods. The Company is implementing a new lease system in connection with the adoption of this standard and is currently in the implementation phase. The Company currently expects that most of its operating lease commitments will be subject to the new standard, and the Company will record significant long-term operating lease liabilities and long-term right-of-use assets upon the adoption of ASU 2016-02.
Goodwill and Intangible Assets
In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. The new guidance simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The new guidance is effective for annual periods or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, or the Company's first quarter of fiscal 2021. The amendment should be applied on a prospective basis. Based on the Company's most recent annual goodwill impairment test performed as of July 1, 2018, there were no reporting units for which the carrying amount of the reporting unit exceeded its fair value; therefore, this ASU would not currently have an impact on the Company's condensed consolidated financial statements and related disclosures. However, if upon adoption the carrying amount of a reporting unit exceeds its fair value, the Company would be impacted by the amount of impairment recognized.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 is effective for annual periods beginning after December 15, 2019 and interim periods within those annual periods, with early adoption permitted, and is effective for the Company in fiscal 2021. The amendments in this ASU should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently evaluating the effect that ASU 2018-15 will have on its condensed consolidated financial statements and related disclosures.
Fair Value Disclosures
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. This ASU modifies the disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures. ASU 2018-13 is effective for annual periods beginning after December 15, 2019 and interim periods within those annual periods, with early adoption permitted and is effective for the Company in fiscal 2021. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company is currently evaluating the effect that ASU 2018-13 will have on its condensed consolidated financial statements and related disclosures.

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2.
Fair Value Measurements
ASC 820 establishes a single authoritative definition of fair value, a framework for measuring fair value and expands disclosure of fair value measurements. ASC 820 requires financial assets and liabilities to be categorized based on the inputs used to calculate their fair values as follows:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 - Unobservable inputs for the asset or liability, which reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).
The Company’s financial instruments include cash and equivalents, short term investments consisting of bank certificates of deposit, accounts receivable and payable, derivative instruments, short-term borrowings, and accrued liabilities. The carrying amount of these instruments approximates fair value because of their short-term nature.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of June 29, 2019 (in thousands): 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
 
 
 
 
 
 
 
Short term investments (a)
 
$
119


$


$


$
119

Total assets
 
$
119


$


$


$
119

Liabilities:
 
 
 
 
 
 
 
 
Liability for contingent consideration (b)
 
$

 
$

 
$
7,824

 
$
7,824

Total liabilities
 
$

 
$

 
$
7,824

 
$
7,824

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of June 30, 2018 (in thousands): 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Liabilities:
 
 
 
 
 
 
 
 
Liability for contingent consideration (b)
 
$

 
$

 
$
7,645

 
$
7,645

Total liabilities
 
$

 
$

 
$
7,645

 
$
7,645

The following table presents our financial assets and liabilities at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of September 29, 2018: 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Liabilities:
 
 
 
 
 
 
 
 
Liability for contingent consideration (b)
 
$

 
$

 
$
8,224

 
$
8,224

Total liabilities
 
$

 
$

 
$
8,224

 
$
8,224

 
(a)
The fair value of short-term investments are based on quoted prices in active markets for identical assets.
(b)
The liability for contingent consideration relates to an earn-out for B2E, acquired in December 2012, future performance-based contingent payments for Hydro-Organics Wholesale, Inc., acquired in October 2015, future performance-based contingent payment for Segrest, Inc., acquired in October 2016, and future performance-based contingent payments for Bell Nursery, acquired in March 2018. The contingent period for Bell Nursery expired in December 2018. Performance thresholds that would have necessitated payment were not met, and accordingly, no payment was made. The fair value of the estimated contingent consideration arrangement is determined based on the Company’s evaluation as to the probability and amount of any earn-out that will be achieved based on expected future performance by the acquired entity. This is presented as part of long-term liabilities in the Company's consolidated balance sheets.

12



The following table provides a summary of the changes in fair value of the Company's Level 3 financial instruments for the periods ended June 29, 2019 and June 30, 2018 (in thousands):
 
Amount
Balance September 29, 2018
$
8,224

Estimated contingent performance-based consideration established at the time of acquisition

Changes in the fair value of contingent performance-based payments established at the time of acquisition
(296
)
Performance-based payments
(104
)
Balance June 29, 2019
$
7,824

 
 
 
Amount
Balance September 30, 2017
$
9,343

Estimated contingent performance-based consideration established at the time of acquisition

Changes in the fair value of contingent performance-based payments established at the time of acquisition
(1,494
)
Performance-based payments
(204
)
Balance June 30, 2018
$
7,645


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-assets and non-financial liabilities are used primarily in the impairment analyses of long-lived assets, goodwill and other intangible assets. During the period ended June 30, 2018, the Company was not required to measure any significant non-financial assets and liabilities at fair value. As a result of one of our retail customers exiting the live fish business, the carrying value of $2.5 million of amortizable intangible assets were written down to their estimated fair value, resulting in impairment charges of $2.5 million, which were included in selling, general and administrative expenses during the nine-month period ended June 29, 2019.
Fair Value of Other Financial Instruments
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 June 29, 2019, June 30, 2018 and September 29, 2018 was $295.0 million, $278.7 million and $285.5 million, respectively, compared to a carrying value of $296 million, $295.5 million and $295.6 million, respectively.
In November 2015, the Company issued $400 million aggregate principal amount of 6.125% senior notes due November 2023 (the “2023 Notes”). The estimated fair value of the Company’s 2023 Notes as of June 29, 2019, June 30, 2018 and September 29, 2018 was $415.8 million, $414.5 million and $414.4 million, respectively, compared to a carrying value of $396.5 million, $395.8 million and $396.0 million, respectively.


13



3.
Acquisitions

C&S Products
In May 2019, the Company purchased C&S Products, a manufacturer of suet and other wild bird feed products, to complement our existing wild bird feed business for approximately $30.0 million. Subsequent to the acquisition, approximately $4.7 million of cash was used to eliminate the acquired long-term debt. The purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $3.2 million, which is included in other assets on the Company's condensed consolidated balance sheet as of June 29, 2019. The Company has not yet finalized the allocation of the purchase price to the fair value of the tangible assets, intangible assets and liabilities acquired. The financial results of C&S Products have been included in the results of operations within the Pet segment since the date of acquisition.

Arden Companies
In February 2019, the Company purchased the remaining 55% interest in Arden Companies, a manufacturer of outdoor cushions and pillows, for $13.4 million. Accordingly, the Company remeasured its previously held investment at its acquisition-date fair value and recorded a provisional gain of approximately $3 million as part of selling, general and administrative expenses in the Company's condensed consolidated statements of operations. The purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $19 million, which is included in other assets on the Company's condensed consolidated balance sheet as of June 29, 2019. Subsequent to the acquisition, approximately $36 million of cash was used to eliminate most of the acquired long-term debt. The Company has not yet finalized the allocation of the purchase price to the fair value of the tangible assets, intangible assets and liabilities acquired. Once the purchase price valuation work is complete, the provisional gain on the Company's previously held interest will be finalized. Financial results of Arden have been included in the results of operations within the Garden segment since the date of acquisition of the remaining 55% interest.

4.
Inventories, net
Inventories, net of allowance for obsolescence, consist of the following (in thousands):
 
 
 
June 29, 2019
 
June 30, 2018
 
September 29, 2018
Raw materials
 
$
138,073

 
$
118,826

 
$
117,539

Work in progress
 
36,355

 
33,306

 
35,691

Finished goods
 
275,286

 
263,416

 
263,845

Supplies
 
15,203

 
12,459

 
10,748

Total inventories, net
 
$
464,917

 
$
428,007

 
$
427,823


 
5.
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. If it is determined that it is more likely than not the fair value of the reporting unit is greater than its carrying amount, it is unnecessary to perform the two-step goodwill impairment test. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the two-step test is performed to identify potential goodwill impairment. Based on certain circumstances, the Company may elect to bypass the qualitative assessment and proceed directly to performing the first step of the two-step goodwill impairment test, which compares the fair value of the Company’s reporting units to their related carrying values, including goodwill. If the fair value of the reporting unit is less than its carrying value, the Company performs an additional step to determine the implied fair value of goodwill associated with that reporting unit. The implied fair value of goodwill is determined by first allocating the fair value of the reporting unit to all of its assets and liabilities and then computing the excess of the reporting unit’s fair value over the amounts assigned to the assets and liabilities. If the carrying value of goodwill exceeds the implied fair value of goodwill, such excess represents the amount of goodwill impairment, and accordingly, the Company recognizes such impairment. The Company’s goodwill impairment analysis also includes a comparison of the aggregate estimated fair value of its two reporting units to the Company’s total market capitalization. No impairment of goodwill was recorded for the nine months ended June 29, 2019 and June 30, 2018.


14



6.
Other Intangible Assets

The following table summarizes the components of gross and net acquired intangible assets:
 
 
Gross
 
Accumulated
Amortization
 
Accumulated
Impairment
 
Net
Carrying
Value
 
 
(in millions)
June 29, 2019
 
 
 
 
 
 
 
 
Marketing-related intangible assets – amortizable
 
$
18.6

 
$
(15.7
)
 
$

 
$
2.9

Marketing-related intangible assets – nonamortizable
 
70.6

 

 
(26.0
)
 
44.6

Total
 
89.2

 
(15.7
)
 
(26.0
)
 
47.5

Customer-related intangible assets – amortizable
 
128.3

 
(50.0
)
 
(2.5
)
 
75.8

Other acquired intangible assets – amortizable
 
26.0

 
(15.9
)
 

 
10.1

Other acquired intangible assets – nonamortizable
 
7.2

 

 
(1.2
)
 
6.0

Total
 
33.2

 
(15.9
)
 
(1.2
)
 
16.1

Total other intangible assets
 
$
250.7

 
$
(81.6
)
 
$
(29.7
)
 
$
139.4

 
 
Gross
 
Accumulated
Amortization
 
Accumulated
Impairment
 
Net
Carrying
Value
 
 
(in millions)
June 30, 2018
 
 
 
 
 
 
 
 
Marketing-related intangible assets – amortizable
 
$
16.9

 
$
(13.8
)
 
$

 
$
3.1

Marketing-related intangible assets – nonamortizable
 
70.6

 

 
(26.0
)
 
44.6

Total
 
87.5

 
(13.8
)
 
(26.0
)
 
47.7

Customer-related intangible assets – amortizable
 
115.7

 
(39.7
)
 

 
76.0

Other acquired intangible assets – amortizable
 
22.1

 
(13.8
)
 

 
8.3

Other acquired intangible assets – nonamortizable
 
7.8

 

 
(1.2
)
 
6.6

Total
 
29.9

 
(13.8
)
 
(1.2
)
 
14.9

Total other intangible assets
 
$
233.1

 
$
(67.3
)
 
$
(27.2
)
 
$
138.6

 
 
Gross
 
Accumulated
Amortization
 
Accumulated
Impairment
 
Net
Carrying
Value
 
 
(in millions)
September 29, 2018
 
 
 
 
 
 
 
 
Marketing-related intangible assets – amortizable
 
$
18.6

 
$
(14.2
)
 
$

 
$
4.4

Marketing-related intangible assets – nonamortizable
 
70.6

 

 
(26.0
)
 
44.6

Total
 
89.2

 
(14.2
)
 
(26.0
)
 
49.0

Customer-related intangible assets – amortizable
 
128.3

 
(42.5
)
 

 
85.8

Other acquired intangible assets – amortizable
 
25.4

 
(14.5
)
 

 
10.9

Other acquired intangible assets – nonamortizable
 
7.8

 

 
(1.2
)
 
6.6

Total
 
33.2

 
(14.5
)
 
(1.2
)
 
17.5

Total other intangible assets
 
$
250.7

 
$
(71.2
)
 
$
(27.2
)
 
$
152.3



15



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 fiscal 2018, and accordingly, no impairment testing was performed on these assets. As a result of one of our retail customers exiting the live fish business, factors indicating the carrying value of certain amortizable intangible assets may not be recoverable were present during the quarter ended March 30, 2019. The Company performed impairment testing on these assets, found the carrying value was not recoverable and accordingly, recorded an impairment charge in its Pet segment of approximately $2.5 million as part of selling, general and administrative expenses in the condensed consolidated statements of operations for the nine-month period ended June 29, 2019.
The Company amortizes its acquired intangible assets with definite lives over periods ranging from 3 to 25 years; over weighted average remaining lives of 4 years for marketing-related intangibles, 10 years for customer-related intangibles and 11 years for other acquired intangibles. Amortization expense for intangibles subject to amortization was approximately $3.4 million and $2.9 million for the three months ended June 29, 2019 and June 30, 2018, respectively, and $10.3 million and $8.7 million for the nine months ended June 29, 2019 and June 30, 2018, 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 $10 million per year from fiscal 2019 through fiscal 2023.
.
7.
Long-Term Debt
Long-term debt consists of the following:
 
 
June 29, 2019
 
June 30, 2018
 
September 29, 2018
 
 
(in thousands)
Senior notes, interest at 6.125%, payable semi-annually, principal due November 2023
 
$
400,000

 
$
400,000

 
$
400,000

Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028
 
300,000

 
300,000

 
300,000

Unamortized debt issuance costs
 
(7,475
)
 
(8,741
)
 
(8,425
)
Net carrying value
 
692,525

 
691,259

 
691,575

Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.50% or Base Rate plus a margin of 0.25% to 0.50%, final maturity April 2021
 

 

 

Other notes payable
 
539

 
601

 
578

Total
 
693,064

 
691,860

 
692,153

Less current portion
 
(116
)
 
(119
)
 
(122
)
Long-term portion
 
$
692,948

 
$
691,741

 
$
692,031


Senior Notes
$300 million 5.125% Senior Notes
On December 14, 2017, the Company issued $300 million aggregate principal amount of 5.125% senior notes due February 2028 (the "2028 Notes"). The Company will use the net proceeds from the offering to finance future 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, commencing August 1, 2018. The 2028 Notes are unconditionally guaranteed on a senior basis by the Company's existing and future domestic restricted subsidiaries who are borrowers under or guarantors of Central's senior secured revolving credit facility or who guarantee the 2023 Notes.

16



The Company may redeem some or all of the 2028 Notes at any time, at its option, prior to January 1, 2023 at the principal amount plus a “make whole” premium. At any time prior to January 1, 2021, the Company may also redeem, at its option, up to 35% of the original aggregate principal amount of the notes with the proceeds of certain equity offerings at a redemption price of 105.125% of the principal amount of the notes. The Company may redeem some or all of the 2028 Notes, at its option, at any time on or after January 1, 2023 for 102.563%, on or after January 1, 2024 for 101.708%, on or after January 1, 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% of the principal amount of the notes repurchased, plus accrued and unpaid interest upon the occurrence of a change of control.
The 2028 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject to certain baskets and exceptions. The Company was in compliance with all financial covenants as of June 29, 2019.
$400 million 6.125% Senior Notes
On November 9, 2015, the Company issued $400 million aggregate principal amount of 6.125% senior notes due November 2023 (the "2023 Notes"). In December 2015, the Company used the net proceeds from the offering, together with available cash, to redeem its $400 million aggregate principal amount of 8.25% senior subordinated notes due March 1, 2018 ("2018 Notes") at a price of 102.063% of the principal amount and to pay fees and expenses related to the offering. The 2023 Notes are unsecured senior obligations and are subordinated to all of the Company’s existing and future secured debt, including the Company’s Credit Facility, to the extent of the value of the collateral securing such indebtedness.
The Company incurred approximately $6.3 million of debt issuance costs in conjunction with these transactions, which included underwriter fees and legal, accounting and rating agency expenses. The debt issuance costs are being amortized over the term of the 2023 Notes.
The 2023 Notes require semiannual interest payments on May 15 and November 15. The 2023 Notes are unconditionally guaranteed on a senior basis by each of the Company’s existing and future domestic restricted subsidiaries which are borrowers under or guarantors of Central’s senior secured revolving credit facility. The 2023 Notes are unsecured senior obligations and are subordinated to all of the Company’s existing and future secured debt, including the Company’s Credit Facility, to the extent of the value of the collateral securing such indebtedness.
The Company may redeem some or all of the 2023 Notes at any time, at its option, at any time on or after November 15, 2018 for 104.594%, at any time on or after November 15, 2019 for 103.063%, on or after November 15, 2020 for 101.531% and on or after November 15, 2021 for 100%, plus accrued and unpaid interest.
The holders of the 2023 Notes have the right to require the Company to repurchase all or a portion of the 2023 Notes at a purchase price equal to 101% of the principal amount of the notes repurchased, plus accrued and unpaid interest upon the occurrence of a change of control.
The 2023 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject to certain baskets and exceptions. The Company was in compliance with all financial covenants as of June 29, 2019.
Asset-Based Loan Facility Amendment
On April 22, 2016, the Company entered into an amended and restated credit agreement which provides up to a $400 million principal amount senior secured asset-based revolving credit facility, with up to an additional $200 million principal amount available with the consent of the Lenders if the Company exercises the accordion feature set forth therein (collectively, the “Credit Facility”). The Credit Facility matures on April 22, 2021. 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. As of June 29, 2019, there were no borrowings outstanding and no letters of credit outstanding under the Credit Facility. There were other letters of credit of $3.2 million outstanding as of June 29, 2019.
The Credit Facility is subject to a borrowing base, calculated using a formula based upon eligible receivables and inventory, minus certain reserves and subject to restrictions. As of June 29, 2019, the borrowing base and remaining borrowing availability was $400.0 million. Borrowings under the Credit Facility bear interest at an index based on LIBOR or, at the option of the Company, the Base Rate (defined as the highest of (a) the SunTrust prime rate, (b) the Federal Funds Rate plus 0.5% and (c) one-month LIBOR plus 1.00%), plus, in either case, an applicable margin based on the Company’s consolidated senior leverage ratio. Such applicable margin for LIBOR-based borrowings fluctuates between 1.25% - 1.50%, and was 1.25% as of June 29, 2019, and such applicable margin for Base Rate borrowings fluctuates

17



between 0.25%-0.25%, and was 0.25% as of June 29, 2019. As of June 29, 2019, the applicable interest rate related to Base Rate borrowings was 5.8%, and the applicable interest rate related to LIBOR-based borrowings was 3.7%.
The Company incurred approximately $1.2 million of debt issuance costs in conjunction with this transaction, which included underwriter fees, legal and accounting expenses. The unamortized debt issuance costs are included in other assets in the condensed consolidated balance sheets and 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 1.00:1.00 upon reaching certain borrowing levels. The Credit Facility is secured by substantially all assets of the Company. The Company was in compliance with all financial covenants under the Credit Facility during the quarter ended June 29, 2019.


18



8.
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 the nine months ended June 29, 2019 and June 30, 2018.


Controlling Interest




(in thousands)

Common
Stock

Class A
Common
Stock

Class
B
Stock

Additional
Paid In
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Total

Noncontrolling
Interest

Total
September 29, 2018

$
121


$
439


$
16


$
590,168


$
362,923


$
(1,218
)

$
952,449


$
385


$
952,834

Comprehensive income









1,803


(274
)

1,529


(164
)

1,365

Amortization of share-based awards







2,261






2,261




2,261

Restricted share activity, including net share settlement



1




(386
)





(385
)



(385
)
Issuance of common stock, including net share settlement of stock options



1




408






409




409

Balance December 29, 2018

$
121


$
441


$
16


$
592,451


$
364,726


$
(1,492
)

$
956,263


$
221


$
956,484

Comprehensive income









42,391


212


42,603


331


42,934

Amortization of share-based awards







2,473






2,473




2,473

Restricted share activity, including net share settlement



2




(1,773
)





(1,771
)



(1,771
)
Issuance of common stock, including net share settlement of stock options



1




(820
)





(819
)



(819
)
Other
 

 

 

 

 

 

 

 
1

 
1

Balance March 30, 2019

$
121


$
444


$
16


$
592,331


$
407,117


$
(1,280
)

$
998,749


$
553


$
999,302

Comprehensive income









46,152


(146
)

46,006


189


46,195

Amortization of share-based awards







2,965






2,965




2,965

Restricted share activity, including net share settlement



1




(641
)





(640
)



(640
)
Issuance of common stock, including net share settlement of stock options



1




870






871




871

Repurchase of common stock

$


(6
)

$


(5,676
)

(8,624
)

$


(14,306
)



(14,306
)
Distribution to Noncontrolling interest

$


$


$


$


$


$




(64
)

(64
)
Balance June 29, 2019

$
121


$
440


$
16


$
589,849


$
444,645


$
(1,426
)

$
1,033,645


$
678


$
1,034,323

    



19



 

Controlling Interest

 

 
(in thousands)

Common Stock

Class A Common Stock

Class B Stock

Additional Paid In Capital

Retained Earnings

Accumulated Other Comprehensive Income (Loss)

Total

Noncontrolling Interest

Total
Balance September 30, 2017

$
122


$
380


$
16


$
396,790


$
239,329


$
(951
)

$
635,686


$
1,456


$
637,142

Comprehensive income









26,247


44


26,291


203


26,494

Amortization of share-based awards







2,143






2,143




2,143

Restricted share activity, including net share settlement







(2,397
)





(2,397
)



(2,397
)
Issuance of common stock, including net share settlement of stock options







166






166




166

Distribution to Noncontrolling interest















(1,597
)

(1,597
)
Balance December 30, 2017

$
122


$
380


$
16


$
396,702


$
265,576


$
(907
)

$
661,889


$
62


$
661,951

Comprehensive income

$


$


$


$


45,234


234


45,468


532


46,000

Amortization of share-based awards







2,321






2,321




2,321

Restricted share activity, including net share settlement

(1
)





(3,873
)





(3,874
)



(3,874
)
Issuance of common stock, including net share settlement of stock options



2




(1,298
)





(1,296
)



(1,296
)
Balance March 31, 2018

$
121


$
382


$
16


$
393,852


$
310,810


$
(673
)

$
704,508


$
594


$
705,102

Comprehensive income









41,545


(480
)

41,065


(8
)

41,057

Amortization of share-based awards







2,402






2,402




2,402

Restricted share activity, including net share settlement







(866
)





(866
)



(866
)
Issuance of common stock, including net share settlement of stock options



2




(2,976
)





(2,974
)



(2,974
)
Balance June 30, 2018

$
121


$
384


$
16


$
392,412


$
352,355


$
(1,153
)

$
744,135


$
586


$
744,721



 
9.
Stock-Based Compensation
The Company recognized share-based compensation expense of $10.4 million and $8.6 million for the nine months ended June 29, 2019 and June 30, 2018, respectively, as a component of selling, general and administrative expenses. The tax benefit associated with share-based compensation expense for the nine months ended June 29, 2019 and June 30, 2018 was $2.5 million and $2.4 million, respectively.
 

20




10.
Earnings Per Share
The following is a reconciliation of the numerators and denominators of the basic and diluted per share computations for income from continuing operations (in thousands except share and per share amounts).
 
 
Three Months Ended
 
Nine Months Ended
 
 
June 29, 2019
 
June 29, 2019
 
 
Income
 
Shares
 
Per Share
 
Income

Shares

Per Share
Basic EPS:
 
 
 
 
 
 
 





Net income available to common shareholders
 
$
46,152

 
57,319

 
$
0.81

 
$
90,346


57,021


$
1.58

Effect of dilutive securities:
 
 
 
 
 
 
 





     Options to purchase common stock
 

 
412

 
(0.01
)
 


559


(0.01
)
     Restricted shares
 

 
254

 

 


357


(0.01
)
Diluted EPS:
 

 

 

 





     Net income available to common shareholders
 
$
46,152

 
57,985

 
$
0.80

 
$
90,346


57,937


$
1.56

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
June 30, 2018
 
June 30, 2018
 
 
Income

Shares

Per Share
 
Income

Shares

Per Share
Basic EPS:






 





     Net income available to common shareholders

$
41,545


51,134


$
0.81

 
$
113,026


50,938


$
2.22

Effect of dilutive securities:






 





     Options to purchase common stock



932


(0.01
)
 


1,058


(0.05
)
     Restricted shares



509


(0.01
)
 


674


(0.02
)
Diluted EPS:






 
 




     Net income available to common shareholders

$
41,545


52,575


$
0.79

 
$
113,026


52,670


$
2.15

 
 
 
 
 
 
 
 
 
 
 
 
 


Options to purchase 2.6 million shares of common stock at prices ranging from $8.56 to $38.10 per share were outstanding at June 29, 2019, and options to purchase 2.4 million shares of common stock at prices ranging from $6.43 to $38.10 per share were outstanding at June 30, 2018.

For the three months ended June 29, 2019 and June 30, 2018, 1.8 million and 0.6 million options outstanding were not included in the computation of diluted earnings per share because the option exercise prices were greater than the average market price of the common shares and therefore, the effect of including these options would be antidilutive.

For the nine months ended June 29, 2019 and June 30, 2018, 1.1 million and 0.6 million options outstanding were not included in the computation of diluted earnings per share because the option exercise prices were greater than the average market price of the common shares and therefore, the effect of including these options would be antidilutive.


21



11.
Segment Information

Management has determined that the Company has two operating segments, which are also reportable segments based on the level at which the Chief Operating Decision Maker reviews the results of operations to make decisions regarding performance assessment and resource allocation. These operating segments are Pet segment and Garden segment and are presented in the table below (in thousands).
 
 
 
Three Months Ended
Nine Months Ended
 
 
June 29,
2019
 
June 30,
2018
June 29,
2019
 
June 30,
2018
Net sales:
 
 
 
 
 
 
 
Pet segment
 
$
350,155

 
$
354,760

$
1,028,754

 
$
1,001,497

Garden segment
 
356,420

 
303,183

813,512

 
711,551

Total net sales
 
$
706,575

 
$
657,943

$
1,842,266

 
$
1,713,048

Operating Income
 
 
 
 
 
 
 
Pet segment
 
35,066

 
39,242

91,805

 
108,202

Garden segment
 
53,103

 
40,929

101,821

 
93,975

Corporate
 
(19,298
)
 
(19,352
)
(52,421
)
 
(53,051
)
Total operating income
 
68,871

 
60,819

141,205

 
149,126

Interest expense - net
 
(8,498
)
 
(10,013
)
(24,960
)
 
(27,113
)
Other income
 
180

 
2,126

488

 
542

Income tax expense
 
14,212

 
11,395

26,031

 
8,802

Income including noncontrolling interest
 
46,341

 
41,537

90,702

 
113,753

Net income (loss) attributable to noncontrolling interest
 
189

 
(8
)
356

 
727

Net income attributable to Central Garden & Pet Company
 
$
46,152

 
$
41,545

$
90,346

 
$
113,026

Depreciation and amortization:
 
 
 
 
 
 
 
Pet segment
 
$
8,083

 
$
7,626

$
24,178

 
$
21,715

Garden segment
 
3,497

 
2,789

8,635

 
6,065

Corporate
 
1,502

 
2,172

4,498

 
7,092

Total depreciation and amortization
 
$
13,082

 
$
12,587

$
37,311

 
$
34,872

 
 
 
June 29,
2019
 
June 30,
2018
 
September 29,
2018
Assets:
 
 
 
 
 
 
Pet segment
 
$
742,938

 
$
687,561

 
$
683,938

Garden segment
 
558,260

 
486,603

 
407,483

Corporate
 
763,720

 
534,241

 
815,788

Total assets
 
$
2,064,918

 
$
1,708,405

 
$
1,907,209

Goodwill (included in corporate assets above):
 
 
 
 
 
 
Pet segment
 
$
268,289

 
$
262,770

 
$
268,289

Garden segment
 
12,888

 
5,473

 
12,888

Total goodwill
 
$
281,177

 
$
268,243

 
$
281,177




22



The tables below present the Company's disaggregated revenues by segment (in thousands):


 
Three Months Ended June 29, 2019
 
Nine Months Ended June 29, 2019

 
Pet Segment
 
Garden Segment
 
Total
 
Pet Segment
 
Garden Segment
 
Total

 

 

 

 

 

 

Other pet products
 
$
250.3

 
$

 
$
250.3

 
$
692.6

 
$

 
$
692.6

Dog and cat products
 
99.9

 

 
99.9

 
336.2

 

 
336.2

Garden controls and fertilizer products
 

 
80.9

 
80.9

 

 
219.0

 
219.0

Other garden supplies
 

 
275.5

 
275.5

 

 
594.5

 
594.5

     Total
 
$
350.2

 
$
356.4

 
$
706.6

 
$
1,028.8

 
$
813.5

 
$
1,842.3

 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
Three Months Ended June 30, 2018
 
Nine Months Ended June 30, 2018
 
 
Pet Segment
 
Garden Segment
 
Total
 
Pet Segment
 
Garden Segment
 
Total
 
 
 
 
 
 
 
 

 

 

Other pet products
 
$
254.8

 
$

 
$
254.8

 
$
668.7

 
$

 
$
668.7

Dog and cat products
 
100.0

 

 
100.0

 
332.8

 

 
332.8

Garden controls and fertilizer products
 

 
86.6

 
86.6

 

 
229.1

 
229.1

Other garden supplies
 

 
216.6

 
216.6

 

 
482.5

 
482.5

     Total
 
$
354.8

 
$
303.2

 
$
657.9

 
$
1,001.5

 
$
711.6

 
$
1,713.0

 
 
 
 
 
 
 
 
 
 
 
 
 


12.
Consolidating Condensed Financial Information of Guarantor Subsidiaries

Certain 100% wholly-owned subsidiaries of the Company (as listed below, collectively the “Guarantor Subsidiaries”) have guaranteed fully and unconditionally, on a joint and several basis, the obligation to pay principal and interest on the Company’s 2023 Notes and 2028 Notes. Certain subsidiaries and operating divisions are not guarantors of the 2023 Notes and 2028 Notes. Those subsidiaries that are guarantors and co-obligors of the 2023 Notes and 2028 Notes are as follows:

Arden Companies, LLC
C&S Products Co., Inc.
Farnam Companies, Inc.
Four Paws Products Ltd.
Gulfstream Home & Garden, Inc.
Hydro-Organics Wholesale, Inc.
IMS Trading, LLC
IMS Southern, LLC
K&H Manufacturing, LLC
Kaytee Products, Inc.
Matson, LLC
New England Pottery, LLC
Pennington Seed, Inc. (including Gro Tec, Inc., NEXGEN Turf Research, LLC and All-Glass Aquarium Co., Inc.)
Pets International, Ltd.
Segrest, Inc. (including Blue Springs Hatchery, Inc., Segrest Farms, Inc., Florida Tropical Distributors International, Inc., Sun Pet, Ltd, Aquatica Tropicals, Inc., Quality Pets, LLC and Midwest Tropicals, LLC)
T.F.H. Publications, Inc.
Wellmark International (including B2E Corporation, B2E Microbials, LLC, B2E Manufacturing, LLC, Four Star Microbial Products, LLC and B2E Biotech LLC)
In lieu of providing separate audited financial statements for the Guarantor Subsidiaries, the Company has included the accompanying consolidating condensed financial statements based on the Company’s understanding of the Securities and Exchange Commission’s interpretation and application of Rule 3-10 of the Securities and Exchange Commission’s Regulation S-X.

23



 
 
CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
 
 
Three Months Ended June 29, 2019
 
 
(in thousands)
 

Parent

Non- Guarantor Subsidiaries

Guarantor Subsidiaries

Eliminations

Consolidated
Net sales

$
199,470


$
102,869


$
423,268


$
(19,032
)

$
706,575

Cost of goods sold and occupancy

153,637


69,232


281,734


(17,312
)

487,291

Gross profit

45,833


33,637


141,534


(1,720
)

219,284

Selling, general and administrative expenses

45,219


14,595


92,319


(1,720
)

150,413

Operating income

614


19,042


49,215




68,871

Interest expense

(10,500
)

(133
)

(43
)



(10,676
)
Interest income

2,173


5






2,178

Other (expense) income

(86
)

(273
)

539




180

Income (loss) before taxes and equity in earnings (losses) of affiliates

(7,799
)

18,641


49,711




60,553

Income tax expense (benefit)

(1,985
)

438


15,759




14,212

Equity in earnings of affiliates

51,966




1,301


(53,267
)


Net income including noncontrolling interest

46,152


18,203


35,253


(53,267
)

46,341

Net income attributable to noncontrolling interest



189






189

Net income attributable to Central Garden & Pet Company

$
46,152


$
18,014


$
35,253


$
(53,267
)

$
46,152

 
 
CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
 
 
Three Months Ended June 30, 2018
 
 
(in thousands)
 
 
Parent
 
Non- Guarantor Subsidiaries
 
Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net sales

$
208,095


$
93,122


$
379,059


$
(22,333
)

$
657,943

Cost of goods sold and occupancy

161,192


67,308


247,559


(20,180
)

455,879

Gross profit

46,903


25,814


131,500


(2,153
)

202,064

Selling, general and administrative expenses

45,974


14,837


82,587


(2,153
)

141,245

Operating income

929


10,977


48,913




60,819

Interest expense

(10,470
)

(125
)

(2
)



(10,597
)
Interest income

583


1






584

Other income (loss)

1,965


(394
)

555




2,126

Income (loss) before taxes and equity in earnings of affiliates

(6,993
)

10,459


49,466




52,932

Income tax expense (benefit)

(2,633
)

236


13,792




11,395

Equity in earnings of affiliates

45,905




261


(46,166
)


Net income including noncontrolling interest

41,545


10,223


35,935


(46,166
)

41,537

Net loss attributable to noncontrolling interest



(8
)





(8
)
Net income attributable to Central Garden & Pet Company

$
41,545


$
10,231


$
35,935


$
(46,166
)

$
41,545




24



 
 
CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
 
 
Nine Months Ended June 29, 2019
 
 
(in thousands)
 
 
Parent
 
Non-
Guarantor
Subsidiaries
 
Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Net sales

$
586,918


$
161,689


$
1,152,912


$
(59,253
)

$
1,842,266

Cost of goods sold and occupancy

452,783


121,578


767,281


(54,893
)

1,286,749

Gross profit

134,135


40,111


385,631


(4,360
)

555,517

Selling, general and administrative expenses

136,019


32,431


250,222


(4,360
)

414,312

Operating income (loss)

(1,884
)

7,680


135,409




141,205

Interest expense

(31,479
)

(388
)

(63
)



(31,930
)
Interest income

6,956


14






6,970

Other income (expense)

256


(246
)

478




488

Income (loss) before taxes and equity in earnings of affiliates

(26,151
)

7,060


135,824




116,733

Income tax expense (benefit)

(5,821
)

127


31,725




26,031

Equity in earnings of affiliates

110,676




88


(110,764
)


Net income including noncontrolling interest

90,346


6,933


104,187


(110,764
)

90,702

Net income attributable to noncontrolling interest



356






356

Net income attributable to Central Garden & Pet Company

$
90,346


$
6,577


$
104,187


$
(110,764
)

$
90,346


 
 
CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
 
 
Nine Months Ended June 30, 2018
 
 
(in thousands)
 
 
Parent
 
Non-
Guarantor
Subsidiaries
 
Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Net sales

$
562,620


$
139,298


$
1,077,831


$
(66,701
)

$
1,713,048

Cost of goods sold and occupancy

438,539


103,316


704,682


(61,847
)

1,184,690

Gross profit

124,081


35,982


373,149


(4,854
)

528,358

Selling, general and administrative expenses

124,290


25,274


234,522


(4,854
)

379,232

Operating income (loss)

(209
)

10,708


138,627




149,126

Interest expense

(28,365
)

(203
)

(9
)



(28,577
)
Interest income

1,461


3






1,464

Other income (expense)

155


(140
)

527




542

Income (loss) before taxes and equity in earnings of affiliates

(26,958
)

10,368


139,145




122,555

Income tax expense (benefit)

(1,961
)

(31
)

10,794




8,802

Equity in earnings of affiliates

138,023




1,202


(139,225
)


Net income including noncontrolling interest

113,026


10,399


129,553


(139,225
)

113,753

Net income attributable to noncontrolling interest



727






727

Net income attributable to Central Garden & Pet Company

$
113,026


$
9,672


$
129,553


$
(139,225
)

$
113,026




25




 
 
CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 
 
Three Months Ended June 29, 2019
 
 
(in thousands)
 
 
Parent
 
Non-
Guarantor
Subsidiaries
 
Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Net income
 
$
46,152

 
$
18,203

 
$
35,253

 
$
(53,267
)
 
$
46,341

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
Foreign currency translation
 
(146
)
 
(132
)
 
37

 
95

 
(146
)
Total comprehensive income
 
46,006

 
18,071

 
35,290

 
(53,172
)
 
46,195

Comprehensive income attributable to noncontrolling interests
 

 
189

 

 

 
189

Comprehensive income attributable to Central Garden & Pet Company
 
$
46,006

 
$
17,882

 
$
35,290

 
$
(53,172
)
 
$
46,006

 
 
CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 
 
Three Months Ended June 30, 2018
 
 
(in thousands)
 
 
Parent
 
Non-
Guarantor
Subsidiaries
 
Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Net income
 
$
41,545

 
$
10,223

 
$
35,935

 
$
(46,166
)
 
$
41,537

Other comprehensive loss:
 
 
 
 
 
 
 
 
 
 
Foreign currency translation

(480
)

(323
)

(35
)

358


(480
)
Total comprehensive income
 
41,065

 
9,900

 
35,900

 
(45,808
)
 
41,057

Comprehensive loss attributable to noncontrolling interests
 

 
(8
)
 

 

 
(8
)
Comprehensive income attributable to Central Garden & Pet Company
 
$
41,065

 
$
9,908

 
$
35,900

 
$
(45,808
)
 
$
41,065


 
 
CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 
 
Nine Months Ended June 29, 2019
 
 
(in thousands)
 
 
Parent
 
Non-
Guarantor
Subsidiaries
 
Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Net income

$
90,346


$
6,933


$
104,187


$
(110,764
)

$
90,702

Other comprehensive loss:











Foreign currency translation

(208
)

(134
)

(23
)

157


(208
)
Total comprehensive income

90,138


6,799


104,164


(110,607
)

90,494

Comprehensive income attributable to noncontrolling interests



356






356

Comprehensive income attributable to Central Garden & Pet Company

$
90,138


$
6,443


$
104,164


$
(110,607
)

$
90,138



26



 
 
CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 
 
Nine Months Ended June 30, 2018
 
 
(in thousands)
 
 
Parent
 
Non-
Guarantor
Subsidiaries
 
Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Net income

$
113,026


$
10,399


$
129,553


$
(139,225
)

$
113,753

Other comprehensive loss:











Foreign currency translation

(202
)

(74
)

(99
)

173


(202
)
Total comprehensive income

112,824


10,325


129,454


(139,052
)

113,551

Comprehensive income attributable to noncontrolling interests



727






727

Comprehensive income attributable to Central Garden & Pet Company

$
112,824


$
9,598


$
129,454


$
(139,052
)

$
112,824


 
 
CONSOLIDATING CONDENSED BALANCE SHEET
 
 
June 29, 2019
 
 
(in thousands)
 
 
Parent
 
Non-
Guarantor
Subsidiaries
 
Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
421,542

 
$
3,761

 
$
20,329

 
$

 
$
445,632

Restricted cash
 
10,924

 

 

 

 
10,924

Short term investments





119




119

Accounts receivable, net
 
114,610

 
19,979

 
260,992

 

 
395,581

Inventories
 
124,224

 
37,705

 
302,988

 

 
464,917

Prepaid expenses and other
 
8,154

 
1,914

 
22,385

 

 
32,453

Total current assets
 
679,454

 
63,359

 
606,813

 

 
1,349,626

Land, buildings, improvements and equipment, net
 
28,181

 
35,674

 
175,093

 

 
238,948

Goodwill
 
20,578

 
7,414

 
253,185

 

 
281,177

Other long-term assets
 
44,637

 
6,235

 
147,937

 
(3,642
)
 
195,167

Intercompany receivable
 
32,503

 

 
764,826

 
(797,329
)
 

Investment in subsidiaries
 
1,770,053

 

 

 
(1,770,053
)
 

Total
 
$
2,575,406

 
$
112,682

 
$
1,947,854

 
$
(2,571,024
)
 
$
2,064,918

LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
40,953

 
$
15,456

 
$
81,259

 
$

 
$
137,668

Accrued expenses
 
54,442

 
7,581

 
79,006

 

 
141,029

Current portion of long-term debt
 
116

 

 

 

 
116

Total current liabilities
 
95,511

 
23,037

 
160,265

 

 
278,813

Long-term debt
 
692,748

 

 
200

 

 
692,948

Intercompany payable
 
746,732

 
50,597

 

 
(797,329
)
 

Losses in excess of investment in subsidiaries
 

 

 
25,199

 
(25,199
)
 

Other long-term obligations
 
6,770

 

 
55,706

 
(3,642
)
 
58,834

Total Central Garden & Pet shareholders’ equity
 
1,033,645

 
38,370

 
1,706,484

 
(1,744,854
)
 
1,033,645

Noncontrolling interest
 

 
678

 

 


 
678

Total equity
 
1,033,645

 
39,048

 
1,706,484

 
(1,744,854
)
 
1,034,323

Total
 
$
2,575,406

 
$
112,682

 
$
1,947,854

 
$
(2,571,024
)
 
$
2,064,918



27



 
 
CONSOLIDATING CONDENSED BALANCE SHEET
 
 
June 30, 2018
 
 
(in thousands)
 
 
Parent
 
Non-
Guarantor
Subsidiaries
 
Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
196,051

 
$
5,060

 
$
3,277

 
$

 
$
204,388

Restricted cash
 
13,978

 

 

 

 
13,978

Accounts receivable, net
 
122,534

 
20,612

 
205,635

 

 
348,781

Inventories
 
124,029

 
36,841

 
267,137

 

 
428,007

Prepaid expenses and other
 
6,032

 
2,065

 
18,638

 

 
26,735

Total current assets
 
462,624

 
64,578

 
494,687

 

 
1,021,889

Land, buildings, improvements and equipment, net
 
35,000

 
34,024

 
142,793

 

 
211,817

Goodwill
 
15,058

 

 
253,185

 

 
268,243

Other long-term assets
 
72,697

 
14,009

 
131,010

 
(11,260
)
 
206,456

Intercompany receivable
 
40,342

 

 
684,808

 
(725,150
)
 

Investment in subsidiaries
 
1,583,729

 

 

 
(1,583,729
)
 

Total
 
$
2,209,450

 
$
112,611

 
$
1,706,483

 
$
(2,320,139
)
 
$
1,708,405

LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
32,330

 
$
13,242

 
$
62,557

 
$

 
$
108,129

Accrued expenses
 
61,367

 
7,256

 
54,274

 

 
122,897

Current portion of long-term debt
 
106

 

 
13

 

 
119

Total current liabilities
 
93,803

 
20,498

 
116,844

 

 
231,145

Long-term debt
 
691,591

 

 
150

 

 
691,741

Intercompany payable
 
671,405

 
53,745

 

 
(725,150
)
 

Losses in excess of investment in subsidiaries
 

 

 
24,967

 
(24,967
)
 

Other long-term obligations
 
8,516

 

 
43,542

 
(11,260
)
 
40,798

Total Central Garden & Pet shareholders’ equity (deficit)
 
744,135

 
37,782

 
1,520,980

 
(1,558,762
)
 
744,135

Noncontrolling interest
 

 
586

 

 

 
586

Total equity
 
744,135

 
38,368

 
1,520,980

 
(1,558,762
)
 
744,721

Total
 
$
2,209,450

 
$
112,611

 
$
1,706,483

 
$
(2,320,139
)
 
$
1,708,405


28



 
 
CONSOLIDATING CONDENSED BALANCE SHEET
 
 
September 29, 2018
 
 
(in thousands)
 
 
Parent
 
Non-
Guarantor
Subsidiaries
 
Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
474,210

 
$
6,005

 
$
1,891

 
$

 
$
482,106

Restricted cash
 
10,899

 

 

 

 
10,899

Accounts receivable, net
 
94,657

 
9,647

 
171,604

 

 
275,908

Inventories
 
123,178

 
32,556

 
272,089

 

 
427,823

Prepaid expenses and other assets
 
6,304

 
1,455

 
12,803

 

 
20,562

Total current assets
 
709,248

 
49,663

 
458,387

 

 
1,217,298

Land, buildings, improvements and equipment, net
 
33,484

 
33,840

 
150,323

 

 
217,647

Goodwill
 
20,578

 
7,414

 
253,185

 

 
281,177

Other long-term assets
 
62,199

 
7,469

 
133,145

 
(11,726
)
 
191,087

Intercompany receivable
 
40,365

 

 
769,886

 
(810,251
)
 

Investment in subsidiaries
 
1,618,378

 

 

 
(1,618,378
)
 

Total
 
$
2,484,252

 
$
98,386

 
$
1,764,926

 
$
(2,440,355
)
 
$
1,907,209

LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
33,122

 
$
4,759

 
$
72,378

 
$

 
$
110,259

Accrued expenses and other liabilities
 
44,142

 
4,746

 
53,695

 

 
102,583

Current portion of long term debt
 
116

 

 
6

 

 
122

Total current liabilities
 
77,380

 
9,505

 
126,079

 

 
212,964

Long-term debt
 
691,869

 

 
162

 

 
692,031

Intercompany payable
 
753,933

 
56,318

 

 
(810,251
)
 

Losses in excess of investment in subsidiaries
 

 

 
25,036

 
(25,036
)
 

Other long-term obligations
 
8,621

 

 
52,485

 
(11,726
)
 
49,380

Total Central Garden & Pet shareholders’ equity (deficit)
 
952,449

 
32,178

 
1,561,164

 
(1,593,342
)
 
952,449

Noncontrolling interest
 

 
385

 

 

 
385

Total equity
 
952,449

 
32,563

 
1,561,164

 
(1,593,342
)
 
952,834

Total
 
$
2,484,252

 
$
98,386

 
$
1,764,926

 
$
(2,440,355
)
 
$
1,907,209



29



 
 
CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
 
 
Nine Months Ended June 29, 2019
 
 
(in thousands)
 
 
Parent
 
Non-
Guarantor
Subsidiaries
 
Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Net cash provided by operating activities
 
$
10,831

 
$
7,468

 
$
74,755

 
$
(250
)
 
$
92,804

Additions to property and equipment
 
(2,705
)
 
(3,691
)
 
(14,492
)
 

 
(20,888
)
Payments to acquire companies, net of cash acquired
 
(41,158
)
 

 

 

 
(41,158
)
Investments
 
(1,749
)
 

 
(9
)
 

 
(1,758
)
Other investing activities
 
(453
)
 

 
(750
)
 

 
(1,203
)
Intercompany investing activities
 
7,861

 

 
5,060

 
(12,921
)
 

Net cash used by investing activities
 
(38,204
)
 
(3,691
)
 
(10,191
)
 
(12,921
)
 
(65,007
)
Repayments of long-term debt
 
(90
)
 

 
(46,072
)
 

 
(46,162
)
Repurchase of common stock
 
(17,796
)
 

 

 

 
(17,796
)
Distribution to parent
 

 
(250
)
 

 
250

 

Distribution to noncontrolling interest
 

 
(64
)
 

 

 
(64
)
Payment of contingent consideration liability
 

 

 
(104
)
 

 
(104
)
Intercompany financing activities
 
(7,199
)
 
(5,722
)
 

 
12,921

 

Net cash used by financing activities
 
(25,085
)
 
(6,036
)
 
(46,176
)
 
13,171

 
(64,126
)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
 
(185
)
 
15

 
50

 

 
(120
)
Net increase (decrease) in cash, cash equivalents and restricted cash
 
(52,643
)
 
(2,244
)
 
18,438

 

 
(36,449
)
Cash, cash equivalents and restricted cash at beginning of period
 
485,109

 
6,005

 
1,891

 

 
493,005

Cash, cash equivalents and restricted cash at end of period
 
$
432,466

 
$
3,761

 
$
20,329

 
$

 
$
456,556


30



 
 
CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
 
 
Nine Months Ended June 30, 2018
 
 
(in thousands)
 
 
Parent
 
Non-Guarantor
Subsidiaries
 
Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Net cash (used) provided by operating activities
 
$
(20,284
)
 
$
(101
)
 
$
44,534

 
$
(6,387
)
 
$
17,762

Additions to property, plant and equipment
 
(6,508
)
 
(986
)
 
(19,509
)
 

 
(27,003
)
Payments to acquire companies, net of cash acquired
 
(86,777
)
 

 

 

 
(86,777
)
Investments

(8,048
)







(8,048
)
Other investing activities
 
(2,655
)
 

 

 

 
(2,655
)
Intercompany investing activities
 
(3,737
)
 

 
(22,671
)
 
26,408

 

Net cash used by investing activities
 
(107,725
)
 
(986
)
 
(42,180
)
 
26,408

 
(124,483
)
Repayments under revolving line of credit
 
(23,000
)
 

 

 

 
(23,000
)
Borrowings under revolving line of credit
 
23,000

 

 

 

 
23,000

Repayments of long-term debt
 
(27
)
 

 
(368
)
 

 
(395
)
Issuance of long-term debt
 
300,000

 

 

 

 
300,000

Payment of financing costs

(4,770
)







(4,770
)
Repurchase of common stock
 
(12,942
)
 

 

 

 
(12,942
)
Distribution to parent
 

 
(6,387
)
 

 
6,387

 

Distribution to noncontrolling interest
 

 
(1,597
)
 

 

 
(1,597
)
Payment of contingent consideration





(204
)



(204
)
Intercompany financing activities
 
23,997

 
2,411

 

 
(26,408
)
 

Net cash provided (used) by financing activities
 
306,258

 
(5,573
)
 
(572
)
 
(20,021
)
 
280,092

Effect of exchange rates on cash, cash equivalents and restricted cash
 
(103
)
 
27

 
29

 

 
(47
)
Net increase (decrease) in cash, cash equivalents and restricted cash
 
178,146

 
(6,633
)
 
1,811

 

 
173,324

Cash, cash equivalents and restricted cash at beginning of period
 
31,883

 
11,693

 
1,466

 

 
45,042

Cash, cash equivalents and restricted cash at end of period
 
$
210,029

 
$
5,060

 
$
3,277

 
$

 
$
218,366


 
13.
Contingencies

The Company may from time to time become involved in legal proceedings in the ordinary course of business. Currently, the Company is not a party to any legal proceedings that management believes would have a material effect on the Company’s financial position or results of operations with the exception of the proceeding below.
In 2012, Nite Glow Industries, Inc and its owner, Marni Markell, (“Nite Glow”) filed suit in the United States 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 the three claims and awarded damages of approximately $12.6 million.  The case is currently in the post-trial motion phase of proceedings and is expected to proceed to appeal once all such motions have been resolved.  Unless the verdicts are over-turned in the post-trial proceedings, the Company intends to vigorously pursue its rights on appeal and believes that it will prevail on the merits. 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.

31



During fiscal 2013, the Company received notices from several states stating that they have appointed an agent to conduct an examination of the books and records of the Company to determine whether it has complied with state unclaimed property laws. In addition to seeking unclaimed property subject to escheat laws, the states may seek interest, penalties and other relief. The examinations are at an early stage and, as such, management is unable to determine the impact, if any, on the Company’s financial position or results of operations.
The Company has experienced, and may in the future experience, issues with products that may lead to product liability, recalls, withdrawals, replacements of products, or regulatory actions by governmental authorities. The Company has not experienced recent issues with products, the resolution of which management believes would have a material effect on the Company’s financial position or results of operations.

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Company
Central Garden & Pet Company (“Central”) is a leading innovator, producer and distributor of branded and private label products for the lawn & garden and pet supplies markets in the United States. The total annual retail sales of the pet food, treats & chews, supplies and live animal industry in 2017 was estimated by Packaged Facts and the pet industry to have been approximately $58.3 billion. We estimate the annual retail sales of the pet supplies, live animal, and treats & chews and natural pet food markets in the categories in which we participate to be approximately $27.3 billion. The total lawn and garden consumables, decorative products and live plant industry in the United States is estimated by Packaged Facts and IBISWorld to be approximately $33.2 billion in annual retail sales in 2017, including fertilizer, pesticides, growing media, seeds, mulch, other consumables, decorative products and live plants. We estimate the annual retail sales of the lawn and garden consumables, decorative products and live plant markets in the categories in which we participate to be approximately $19.7 billion.
Our pet supplies products include products for dogs and cats, including edible bones, premium healthy edible and non-edible chews, natural dog and cat food and treats, toys, pet carriers, grooming supplies and other accessories; products for birds, small animals and specialty pets, including food, cages and habitats, toys, chews and related accessories; animal and household health and insect control products; live fish and products for fish, reptiles and other aquarium-based pets, including aquariums, furniture and lighting fixtures, pumps, filters, water conditioners, food and supplements, and information and knowledge resources; and products for horses and livestock. These products are sold under the brands Adams, Aqueon®, Avoderm®, Cadet®, Farnam®, Four Paws®, Kaytee®, K&H Pet Products®, Nylabone®, Pinnacle®, TFH, Zilla® as well as a number of other brands including Altosid®, Comfort Zone®, Coralife®, Interpet®, Kent Marine®, Pet Select® and Zodiac®.
Our lawn and garden supplies products include proprietary and non-proprietary grass seed; wild bird feed, bird feeders, bird houses and other birding accessories; weed, grass, and other herbicides, insecticide and pesticide products; fertilizers; and decorative outdoor lifestyle products including pottery and wood products as well as live plants, outdoor cushions and pillows. These products are sold under the brands AMDRO®, Ironite®, Pennington®, and Sevin®, as well as a number of other brand names including Lilly Miller®, Over-N-Out®, Smart Seed® and The Rebels®.
In fiscal 2018, our consolidated net sales were $2,215 million, of which our Pet segment, or Pet, accounted for approximately $1,341 million and our Garden segment, or Garden, accounted for approximately $874 million. In fiscal 2018, our operating income was $167 million consisting of income from our Pet segment of $140 million, income from our Garden segment of $96 million less corporate expenses of $69 million.
We were incorporated in Delaware in May 1992 as the successor to a California corporation that was formed in 1955. Our executive offices are located at 1340 Treat Boulevard, Suite 600, Walnut Creek, California 94597, and our telephone number is (925) 948-4000. Our website is www.central.com. The information on our website is not incorporated by reference in this annual report.


Recent Developments
Fiscal 2019 Third Quarter Financial Performance:
Net sales increased $48.7 million, or 7.4%, from the prior year quarter to $706.6 million due primarily to the inclusion of two acquisitions that were not part of the third quarter fiscal 2018 results. Pet segment sales decreased $4.5 million, and Garden segment sales increased $53.2 million.
Organic net sales increased 0.6%. Organic net sales declined 2.3% in our Pet segment and increased 4.1% in our Garden segment.

32



Gross profit increased $17.2 million, and gross margin increased 30 basis points to 31.0%, due primarily to improvement in the Garden segment.
Selling, general & administrative expense increased $9.2 million to $150.4 million but declined as a percentage of net sales to 21.3%.
Operating income improved $8.1 million from the prior year quarter, to $68.9 million in the third quarter of fiscal 2019, and operating margin improved 50 basis points to 9.7%.
Our net income in the third quarter of fiscal 2019 was $46.2 million, or $0.80 per diluted share, compared to $41.5 million, or $0.79 per diluted share, in the third quarter of fiscal 2018.

C&S Products
In May 2019, we purchased C&S Products, a manufacturer of suet and other wild bird products to complement our existing wild bird feed business, for approximately $30.0 million. Subsequent to the acquisition, approximately $4.7 million was used to eliminate acquired long-term debt.
Decor Business
During the quarter, we exited two pieces of our decor business, namely glazed pottery and wood products. We made this decision due to the complexity and cost of operating the businesses which, while having made up over half of our decor revenues, were not profitable for us. Our decor business still contains, and we remain committed to, our terra cotta pottery business.

Results of Operations
Three Months Ended June 29, 2019
Compared with Three Months Ended June 30, 2018

Net Sales
Net sales for the three months ended June 29, 2019 increased $48.7 million, or 7.4%, to $706.6 million from $657.9 million for the three months ended June 30, 2018. Organic net sales, which excludes the impact of acquisitions and divestitures in the last 12 months, increased $4.1 million, or 0.6%, as compared to the fiscal 2018 quarter. Our branded product sales increased $48.8 million, and sales of other manufacturers’ products decreased $0.1 million.
Pet net sales decreased $4.5 million, or 1.3%, to $350.2 million for the three months ended June 29, 2019 from $354.7 million for the three months ended June 30, 2018. The decrease in net sales was due primarily to lower sales in our animal health businesses and pet distribution, partially offset by increased sales in our aquatics business and sales from C&S Products, which we acquired in May 2019. Our animal health business was impacted by unfavorable weather as well as a difficult agricultural economic environment, and our pet distribution business by the impact of the loss of two customers which was partially offset by price increases. Pet branded product sales increased $3.1 million, and sales of other manufacturers' products decreased $7.6 million.
Garden net sales increased $53.2 million, or 17.5%, to $356.4 million for the three months ended June 29, 2019 from $303.2 million for the three months ended June 30, 2018. The increase in net sales was due to sales from Arden, whose remaining equity interest we acquired in February 2019, of $40.9 million and higher organic sales, which increased $12.3 million, or 4.1%. The increase in organic sales was due primarily to increased sales in our live plant business, aided by expanded distribution and entry into related categories, and sales of other manufacturers' products, partially offset by lower sales of control products. The increased sales were primarily volume-based but were also positively impacted by price increases in 2019. Garden branded sales increased $45.7 million, due to acquisitions and organic growth, and sales of other manufacturers' products increased $7.5 million.
Gross Profit
Gross profit for the three months ended June 29, 2019 increased $17.2 million, or 8.5%, to $219.3 million from $202.1 million for the three months ended June 30, 2018. Gross margin improved 30 basis points to 31.0% for the three months ended June 29, 2019 from 30.7% for the three months ended June 30, 2018. The gross profit increase was due to the Garden segment while both the Pet and Garden segments contributed to the improved gross margin.
In the Pet segment, gross profit was relatively flat due to the decrease in net sales. Gross margin improved due primarily to the favorable impact of price increases, which were partially offset by a less favorable product mix.

33



In the Garden segment, both gross profit and gross margin improved in the quarter ended June 29, 2019 as compared to the prior year quarter. Both improvements were due primarily to our acquisition of Arden and the increased sales and favorable product mix in our live plant business.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $9.2 million, or 6.5%, to $150.4 million for the three months ended June 29, 2019 from $141.2 million for the three months ended June 30, 2018. Selling, general and administrative expenses increased in both operating segments, while corporate expenses remained flat. As a percentage of net sales, selling, general and administrative expenses decreased to 21.3% for the three months ended June 29, 2019, compared to 21.5% in the comparable prior year quarter.
Selling and delivery expense increased $3.1 million, or 4.1%, to $78.4 million for the three months ended June 29, 2019 from $75.3 million for the three months ended June 30, 2018. Selling and delivery expense increased due primarily to our two recent acquisitions partially offset by reduced marketing spend in our Garden segment.
Warehouse and administrative expense increased $6.1 million, or 9.3%, to $72.0 million for the three months ended June 29, 2019 from $65.9 million for the three months ended June 30, 2018 primarily due to our two recent acquisitions. Corporate expenses remained flat as increased expenses related to an unanticipated resolution of a legal matter, our search for a new CEO and the implementation of the new GAAP lease accounting standard were offset by lower variable compensation costs. Corporate expenses are included within administrative expense and relate to the costs of unallocated executive, administrative, finance, legal, human resources, and information technology functions.
Operating Income
Operating income increased $8.1 million to $68.9 million for the three months ended June 29, 2019 from $60.8 million for the three months ended June 30, 2018. The increase in operating income was attributable to an increase in net sales and gross profit partially offset by increased selling, general and administrative costs. Our operating margin increased from 9.2% to 9.7% in the current year quarter due to a 30 basis point improvement in gross margin and a 20 basis point reduction in selling, general and administrative expense as a percentage of net sales.
Pet operating income decreased $4.1 million, or 10.6%, to $35.1 million for the three months ended June 29, 2019 from $39.2 million for the three months ended June 30, 2018. A decrease in sales of $4.5 million, due primarily to lower sales in our animal health and pet distribution businesses, and increased selling, general and administrative expense were partially offset by an improved gross margin. The decline in sales of our animal health business, impacted by the difficult agricultural economic environment and unfavorable weather for livestock and grain protection, had an out-sized impact on operating income as our animal health business generally has higher margins.
Garden operating income increased $12.2 million, or 29.7%, to $53.1 million for the three months ended June 29, 2019 from income of $40.9 million for the three months ended June 30, 2018. Garden operating income increased due to increased sales, due primarily to our acquisition of Arden, increased organic sales, primarily from our live plant business, and increased gross profit partially offset by increased selling, general and administrative expense. Garden operating margin improved 140 basis points to 14.9% in the current quarter due to an improved gross margin and lower selling, general and administrative expenses as a percentage of net sales.
Corporate operating expense remained flat in the current quarter at $19.3 million as compared to the prior year quarter, as increased costs associated with an unanticipated resolution of a legal matter, our CEO search and lease accounting adoption costs were offset by reduced variable compensation costs.
Net Interest Expense
Net interest expense for the three months ended June 29, 2019 decreased $1.5 million, or 15.1%, to $8.5 million from $10.0 million for the three months ended June 30, 2018. The decrease in net interest expense was due to increased interest income from earnings on excess cash due to our higher average cash balance during the quarter.
Debt outstanding on June 29, 2019 was $693.1 million compared to $691.9 million at June 30, 2018.
Other Income
Other income is comprised of income or losses from investments accounted for under the equity method of accounting and foreign currency exchange gains and losses. Other income decreased $1.9 million to $0.2 million for the quarter ended June 29, 2019, from $2.1 million for the quarter ended June 30, 2018. The decrease in other income was due primarily to our purchase of the remaining 55%

34



ownership interest in Arden in February 2019. Consequently, the third quarter of fiscal 2019 does not include equity method earnings for Arden compared to three months included in the fiscal 2018 quarter. This decrease was partially offset by lower losses in the fiscal 2019 quarter from an investment in a start-up business.
Income Taxes
Our effective income tax rate was 23.5% for the quarter ended June 29, 2019 compared to 21.5% for the quarter ended June 30, 2018. The higher effective income tax rate in the current year quarter was due primarily to lower excess tax benefits from stock compensation in the current year quarter. We believe this will continue for the remainder of fiscal 2019 resulting in a higher effective income tax rate for the fiscal year 2019 as compared to the prior year, excluding the impact of the Tax Reform Act on our deferred tax accounts in fiscal 2018.
Net Income and Earnings Per Share
Our net income in the third quarter of fiscal 2019 was $46.2 million, or $0.80 per diluted share, compared to $41.5 million, or $0.79 per diluted share, in the third quarter of fiscal 2018. While our net income increased more than 11.1%, our earnings per share did not increase as a result of a higher diluted share count in fiscal 2019 due to our issuance of 5.5 million shares near the end of fiscal 2018.

Nine Months Ended June 29, 2019
Compared with Nine Months Ended June 30, 2018
Net Sales
Net sales for the nine months ended June 29, 2019 increased $129.3 million, or 7.5%, to $1,842.3 million from $1,713.0 million for the nine months ended June 30, 2018. Organic net sales increased $9.8 million, or 0.6%, as compared to the prior year nine month period. Our branded product sales increased $99.2 million, and sales of other manufacturers’ products increased $30.1 million.
Pet net sales increased $27.3 million, or 2.7%, to $1,028.8 million for the nine months ended June 29, 2019 from $1,001.5 million for the nine months ended June 30, 2018. The increase in net sales was due to sales from our acquisition of General Pet Supply in fiscal 2018 and C&S Products in May 2019. Organic net sales declined $9.9 million, or 1.0%, primarily as a result of lower sales in our animal health business due to a difficult agricultural economic environment and unfavorable weather for livestock and grain protection impacting our professional business, lower sales of pet behavior modification products, impacted by a new market entrant and product performance issues, and a soft flea and tick season. Our pet distribution business also had lower sales due primarily to the loss of two customers, partially offset by price increases. The decrease in animal health and pet distribution was partially offset by increased sales in aquatics and our live fish businesses. Pet branded sales increased $5.0 million, and sales of other manufacturer's products increased $22.3 million.
Garden net sales increased $102.0 million, or 14.3%, to $813.5 million for the nine months ended June 29, 2019 from $711.5 million for the nine months ended June 30, 2018. The increase in net sales was due to sales of $82.3 million from our recent acquisitions, Bell Nursery in fiscal 2018 and Arden in fiscal 2019, and a $19.7 million increase in organic net sales. The increase in organic sales was due primarily to increased sales in our garden distribution business, and volume-based increases in wild bird feed sales. These increases were partially offset by decreased sales in our controls and fertilizer products due to unfavorable weather that impacted insect control demand. Garden branded sales increased $94.2 million, and sales of other manufacturers’ products increased $7.8 million.
Gross Profit
Gross profit for the nine months ended June 29, 2019 increased $27.1 million, or 5.1%, to $555.5 million from $528.4 million for the nine months ended June 30, 2018. Gross margin decreased 60 basis points to 30.2% for the nine months ended June 29, 2019 from 30.8% for the nine months ended June 30, 2018. The Garden segment was the primary driver of the gross profit increase and the decline in gross margin. The 30 basis point improvement in gross margin for the three months ended June 29, 2019 reduced the 130 basis point gross margin decline through the first six months of our fiscal year. Through the first six months of our fiscal year, we were impacted by a rising cost environment including increased commodity and transportation costs. As such, we were negatively impacted by a lack of price increases in our fiscal first quarter as price increases predominately did not go into effect until our second fiscal quarter.
In the Pet segment, gross profit increased but gross margin remained relatively flat for the nine month period ended June 29, 2019. Gross margin in most of the businesses in our Pet segment increased primarily due to price increases taken across most of the portfolio. These increases were offset by the acquisition of General Pet Supply, which positively impacted Pet’s gross profit due to the increase in net sales but negatively impacted Pet’s gross margin as General Pet Supply is a distribution business and operates with lower margins.

35



Additionally, the decline in our animal health sales also had an adverse impact on Pet’s gross margin not only as a result of the lower sales volume but also its impact on the Pet segment's sales mix.
In the Garden segment, gross profit increased due to increased sales partially offset by a lower gross margin. The gross profit increase was due to the increase in sales, both organic and from acquisitions. The lower gross margin in Garden was due primarily to increased costs, including commodity and transportation costs which especially impacted our grass seed and wild bird feed business units and the lack of price increases earlier in the fiscal year. In addition, the Garden gross margin was negatively impacted by the acquisitions of Bell Nursery and Arden.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $35.1 million, or 9.3%, to $414.3 million for the nine months ended June 29, 2019 from $379.2 million for the nine months ended June 30, 2018. As a percentage of net sales, selling, general and administrative expenses increased to 22.5% for the nine months ended June 29, 2019, from 22.1% for the comparable prior year nine month period. Both operating segments reflected increased selling, general and administrative expenses in the current year nine month period as compared to the prior year nine month period.
Selling and delivery expense increased $12.2 million, or 6.1%, to $211.0 million for the nine months ended June 29, 2019 from $198.8 million for the nine months ended June 30, 2018. The increase was due primarily to recent acquisitions and secondarily to increased delivery expenses resulting from increased freight costs.
Warehouse and administrative expense increased $22.9 million, or 12.7%, to $203.3 million for the nine months ended June 29, 2019 from $180.4 million for the nine months ended June 30, 2018. Increased expense in both operating segments was due primarily to our recent acquisitions. Two unusual items are included within warehouse and administrative expense that substantially offset each other. During the second quarter of fiscal 2019, we recorded a non-cash impairment charge of $2.5 million in our Pet segment related to the impairment of intangible assets caused by a retail customer exiting the live fish business. During the same quarter, we recorded a preliminary non-cash gain of $3.2 million in our Garden segment related to our acquisition of the remaining 55% interest in Arden. Corporate expense decreased $0.6 million in the current nine-month period as compared to the nine-month prior year period. The decrease at Corporate was due primarily to lower depreciation and amortization expense, medical insurance costs, and variable compensation expense partially offset by increased expenses incurred for the unanticipated resolution of a legal matter, our CEO search and implementation of the new GAAP lease standard we will adopt beginning in fiscal 2020. Corporate expenses are included within administrative expense and relate to the costs of unallocated executive, administrative, finance, legal, human resource, and information technology functions.
Operating Income
Operating income decreased $7.9 million to $141.2 million for the nine months ended June 29, 2019 from $149.1 million for the nine months ended June 30, 2018. Our operating margin declined to 7.7% for the nine months ended June 29, 2019 from 8.7% for the nine months ended June 30, 2018. Increased sales of $129.3 million were more than offset by a 60 basis point decline in gross margin and a 40 basis point increase in selling, general and administrative expense as a percentage of net sales. Adjusting for the non-cash gain from the fair value remeasurement of our previously held investment interest upon our acquisition of the remaining 55% interest in Arden in our Garden segment and for the non-cash charge for the intangible asset impairment in our Pet segment, our non-GAAP operating income decreased $8.6 million to $140.5 million for the nine months ended June 29, 2019 from $149.1 million for the nine months ended June 30, 2018.
Pet operating income declined $16.4 million, or 15.2%, to $91.8 million for the nine months ended June 29, 2019 from $108.2 million for the nine months ended June 30, 2018. Adjusting for the $2.5 million intangible asset impairment in fiscal 2019, operating income decreased $13.9 million and the operating margin was 9.2% for the nine months ended June 29, 2019. The decrease was due to a lower gross margin and higher selling, general and administrative expense due primarily to our acquisition of General Pet Supply and the decreased sales and its related impact on margin and mix in our animal health business.
Garden operating income increased $7.8 million, or 8.3%, to $101.8 million for the nine months ended June 29, 2019 from $94.0 million in the nine months ended June 30, 2018. Adjusting for the non-cash gain from the fair value remeasurement of our previously held investment interest upon our acquisition of the remaining 55% interest in Arden, operating income increased $4.6 million to $98.6 million in the nine month period ended June 29, 2019 compared to $94.0 million in the nine month period ended June 30, 2018. The increase in operating income was due primarily to our Arden acquisition.
Corporate operating expenses decreased $0.6 million to $52.4 million in the current nine month period from $53.0 million in the comparable fiscal 2018 period due primarily to decreased depreciation and amortization expense, medical insurance costs and variable compensation expense partially offset by increased costs related to the unanticipated resolution of a legal matter, our CEO search and to our implementation of the new GAAP lease accounting standard.

36



Net Interest Expense
Net interest expense for the nine months ended June 29, 2019 decreased $2.1 million, or 7.9%, to $25.0 million from $27.1 million for the nine months ended June 30, 2018. Increased interest expense incurred in our fiscal 2019 first quarter, due to higher average debt outstanding, was more than offset by increased interest income in our fiscal 2019 second and third quarters. In December 2017, we issued $300 million aggregate principal amount of 5.125% senior notes due February 2028.
Debt outstanding on June 29, 2019 was $693.1 million compared to $691.9 million as of June 30, 2018. Our average borrowing rate was 5.8% for the current nine month period and for the prior year nine month period.
Other Income
Other income was flat at income of $0.5 million for the nine months ended June 29, 2019, and for the nine months ended June 30, 2018. Lower losses from one of our start-up business investments were partially offset by lower income from Arden due to our purchase of the remaining 55% ownership interest in February 2019. Other expense is comprised of income or losses from investments accounted for under the equity method of accounting and foreign currency exchange gains and losses.
Income Taxes

Our effective income tax rate was 22.3% for the nine month period ended June 29, 2019, compared to 7.2% in the nine month period ended June 30, 2018. The prior year nine month period included a provisional tax benefit of $16.3 million, due to the remeasurement of our deferred tax accounts upon the enactment of the Tax Reform Act.
In the prior year nine month period, after adjusting for the provisional tax benefit of $16.3 million, our effective income tax rate was 20.5% compared to our effective income tax rate of 22.3% in the current year nine month period. The higher effective income tax rate in the current year quarter was due primarily to lower excess tax benefits from stock compensation in the current year quarter.
Net Income and Earnings Per Share
Our net income for the nine months ended June 29, 2019 was $90.3 million, or $1.56 per diluted share, compared to $113.0 million, or $2.15 per diluted share, for the nine months ended June 30, 2018.
In the prior year nine month period, the provisional impact of the Tax Reform Act on our deferred tax accounts was significant. Adjusting the nine month period ended June 29, 2019 for the non-cash gain from the fair value remeasurement of our previously held investment interest upon our acquisition of the remaining 55% interest in Arden and for the non-cash charge for the intangible asset impairment in our Pet segment and the nine month period ended June 30, 2018 for the provisional impact of the Tax Reform Act on our deferred tax accounts, non-GAAP net income for the fiscal 2019 nine month period was $89.8 million, or $1.55 per diluted share, compared to $96.7 million, or $1.84 per diluted share in the fiscal 2018 nine month period. The decline in the nine month period in net income and earnings per share were due primarily to the reduced operating income in our Pet segment, and increased shares outstanding due to our prior year equity offering.

Use of Non-GAAP Financial Measures
We report our financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, to supplement the financial results prepared in accordance with GAAP, we use non-GAAP financial measures including non-GAAP net sales and operating income on a consolidated and segment basis, and non-GAAP net income and diluted net income per share. Management believes these non-GAAP financial measures that exclude the impact of specific items (described below) 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.
EBITDA is defined by us as income before income tax, net other expense, net interest expense and depreciation and amortization (or operating income plus depreciation and amortization expense). We present EBITDA because we believe that 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. EBITDA is used by our management to perform such evaluation. EBITDA should not be considered in isolation or as substitutes for cash flow from operations, income from operations or other income statement measures prepared in accordance with GAAP. We believe that EBITDA is frequently used by investors, securities analysts and other interested parties in their evaluation of companies, many of which present EBITDA when reporting their results. Other companies may calculate EBITDA differently, it may not be comparable.

37



We have also provided organic net sales, a non-GAAP measure that excludes the impact of businesses purchased or exited in the prior 12 months, because we believe it permits investors to better understand the performance of our historical business without the impact of recent acquisitions or dispositions.
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 believe that the non-GAAP financial measures provide useful information to investors and other users of our financial statements by allowing for greater transparency in the review of our financial and operating performance. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating our performance, and we believe these measures similarly may be useful to investors in evaluating our financial and operating performance and the trends in our business from management's point of view. While our management believes that non-GAAP measurements 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.
Non-GAAP financial measures reflect adjustments based on the following items:
Gains from the fair value remeasurement of previously held investment interests: we have excluded the impact of the fair value remeasurement of a previously held investment interest as it represents an infrequent transaction that occurs in limited circumstances that impacts the comparability between operating periods. We believe the adjustment of these gains supplements the GAAP information with a measure that may be used to assess the sustainability of our operating performance.
Asset impairment charges: we have excluded the impact of asset impairments on intangible assets 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 sustainability of our operating performance.
The U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Job Act (the "Tax Reform Act") in December 2017. We have excluded the transitional impact of the Tax Reform Act as the remeasurement of our deferred tax assets and liabilities does not reflect the ongoing impact of the lower U.S. statutory rate on our current year or future year earnings.

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 reflect the following:
(1)
During the second quarter of fiscal 2019, we recorded a preliminary, pending the finalization of the related purchase accounting, non-cash $3.2 million gain in our Garden segment from the fair value remeasurement of our previously held 45% interest in Arden upon our acquisition of the remaining 55% interest. The gain was recorded as part of selling, general and administrative costs in the condensed consolidated statements of operations.
(2)
During the second quarter of fiscal 2019, we recognized a non-cash impairment charge in our Pet segment of $2.5 million related to the impairment of intangible assets caused by a retail customer exiting the live fish business. The adjustment was recorded as part of selling, general and administrative costs.
(3)
Transitional impact of U.S. Tax Reform: As a result of the Tax Reform Act, the Company recorded a provisional tax benefit of $16.3 million in the first quarter of fiscal 2018, due to the remeasurement of its deferred tax assets and liabilities. We have excluded only this transitional impact and have not included in the adjustment the ongoing impact of the lower U.S. statutory rate on our current or future year earnings.

Operating Income Reconciliation

GAAP to Non-GAAP Reconciliation
(in thousands)
For the Nine Months Ended


Consolidated


June 29, 2019

June 30, 2018
GAAP operating income

$
141,205


$
149,126

Previously held investment interest fair value remeasurement
(1) 
(3,215
)


Intangible asset impairment
(2) 
2,540



Non-GAAP operating income

$
140,530


$
149,126



38



Pet Segment Operating Income Reconciliation

GAAP to Non-GAAP Reconciliation
(in thousands)
For the Nine Months Ended


Pet


June 29, 2019

June 30, 2018
GAAP operating income

$
91,805


$
108,202

Intangible asset impairment
(2) 
2,540



Non-GAAP operating income

$
94,345


$
108,202


Garden Segment Operating Income Reconciliation

GAAP to Non-GAAP Reconciliation
(in thousands)
For the Nine Months Ended


Garden


June 29, 2019

June 30, 2018
GAAP operating income

$
101,821


$
93,975

Previously held investment interest fair value remeasurement
(1) 
(3,215
)


Non-GAAP operating income

$
98,606


$
93,975




GAAP to Non-GAAP Reconciliation
(in thousands, except per share amounts)
For the Nine Months Ended
Net Income and Diluted Net Income Per Share Reconciliation

June 29, 2019

June 30, 2018
GAAP net income attributable to Central Garden & Pet

$
90,346


$
113,026

Previously held investment interest fair value remeasurement
(1) 
(3,215
)


Intangible asset impairment
(2) 
2,540



Tax effect of remeasurement and impairment

151



Tax effect of revaluation of deferred tax amounts
(3) 


16,343

Non-GAAP net income attributable to Central Garden & Pet

$
89,822


$
96,683

GAAP diluted net income per share

$
1.56


$
2.15

Non-GAAP diluted net income per share

$
1.55


$
1.84

Shares used in GAAP and non-GAAP diluted net earnings per share calculation

57,937


52,670


Organic Net Sales Reconciliation

We have provided organic net sales, a non-GAAP measure that excludes the impact of recent acquisitions and dispositions, because we believe it permits investors to better understand the performance of our historical business. We define organic net sales as net sales from our historical business derived by excluding the net sales from businesses acquired or exited in the preceding 12 months. After an acquired business has been part of our consolidated results for 12 months, the change in net sales thereafter is considered part of the increase or decrease in organic net sales.

39





GAAP to Non-GAAP Reconciliation
(in millions)
For the Three Months Ended June 29, 2019


Consolidated

Pet Segment
 
Garden Segment




Percent change



Percent change
 


Percent change









 



Reported net sales - Q3 FY19 (GAAP)

$
706.6




$
350.2



 
$
356.4



Reported net sales - Q3 FY18 (GAAP)

657.9




354.7



 
303.2



Increase in net sales

48.7


7.4
%

(4.5
)

(1.3
)%
 
53.2


17.5
%
Effect of acquisition and divestitures on increase in net sales

44.6




3.7



 
40.9



Increase in organic net sales - Q3 2019

$
4.1


0.6
%

$
(8.2
)

(2.3
)%
 
$
12.3


4.1
%



GAAP to Non-GAAP Reconciliation
(in millions)
For the Nine Months Ended June 29, 2019


Consolidated

Pet Segment

Garden Segment




Percent change



Percent change



Percent change
Reported net sales - Q3 FY19 YTD (GAAP)

$
1,842.3




$
1,028.8




$
813.5



Reported net sales - Q3 FY18 YTD (GAAP)

1,713.0




1,001.5




711.5



Increase in net sales

129.3


7.5
%

27.3


2.7
 %

102.0


14.3
%
Effect of acquisition and divestitures on increase in net sales

119.5




37.2




82.3



Increase (decrease) in organic net sales - Q3 2019 YTD

$
9.8


0.6
%

$
(9.9
)

(1.0
)%

$
19.7


2.8
%


40



EBITDA Reconciliation

GAAP to Non-GAAP Reconciliation
(in thousands, except per share amounts)
For the Three Months Ended June 29, 2019


Garden

Pet

Corp

Total
Net income attributable to Central Garden & Pet







$
46,152

     Interest expense, net







8,498

     Other income







(180
)
     Income tax expense







14,212

     Net income attributable to noncontrolling interest







189

          Sum of items below operating income







22,719

Income (loss) from operations

$
53,103


$
35,066


$
(19,298
)

$
68,871

Depreciation & amortization

3,497


8,083


1,502


13,082

EBITDA

$
56,600


$
43,149


$
(17,796
)

$
81,953

EBITDA Reconciliation
 
GAAP to Non-GAAP Reconciliation
(in thousands, except per share amounts)
For the Three Months Ended June 30, 2018


Garden

Pet

Corp

Total
Net income attributable to Central Garden & Pet







$
41,545

     Interest expense, net







10,013

     Other income







(2,126
)
     Income tax expense







11,395

     Net income attributable to noncontrolling interest







(8
)
          Sum of items below operating income







19,274

Income (loss) from operations

$
40,929


$
39,242


$
(19,352
)

$
60,819

Depreciation & amortization

2,789


7,626


2,172


12,587

EBITDA

$
43,718


$
46,868


$
(17,180
)

$
73,406


EBITDA Reconciliation

GAAP to Non-GAAP Reconciliation
(in thousands, except per share amounts)
For the Nine Months Ended June 29, 2019


Garden

Pet

Corp

Total
Net income attributable to Central Garden & Pet







$
90,346

     Interest expense, net







24,960

     Other income







(488
)
     Income tax benefit







26,031

     Net income attributable to noncontrolling interest







356

          Sum of items below operating income







50,859

Income (loss) from operations

$
101,821


$
91,805


$
(52,421
)

$
141,205

Depreciation & amortization

8,635


24,178


4,498


37,311

EBITDA

$
110,456


$
115,983


$
(47,923
)

$
178,516


41



EBITDA Reconciliation

GAAP to Non-GAAP Reconciliation
(in thousands, except per share amounts)
For the Nine Months Ended June 30, 2018


Garden

Pet

Corp

Total
Net income attributable to Central Garden & Pet







$
113,026

     Interest expense, net







27,113

     Other income (expense)







(542
)
     Income tax benefit







8,802

     Net income attributable to noncontrolling interest







727

          Sum of items below operating income







36,100

Income (loss) from operations

$
93,975


$
108,202


$
(53,051
)

$
149,126

Depreciation & amortization

6,065


21,715


7,092


34,872

EBITDA

$
100,040


$
129,917


$
(45,959
)

$
183,998



Inflation
Our revenues and margins are dependent on various economic factors, including rates of inflation, energy costs, consumer attitudes toward discretionary spending, currency fluctuations, and other macro-economic factors which may impact levels of consumer spending. In certain fiscal periods, we have been adversely impacted by rising input costs related to domestic inflation, particularly relating to grain and seed prices, fuel prices and the ingredients used in our garden controls and fertilizer. Rising costs in those periods have made it difficult for us to increase prices to our retail customers at a pace sufficient to enable us to maintain margins.
During fiscal 2018, costs increased in a number of areas, including raw materials, freight and labor. We took certain pricing actions, which generally became effective in January 2019, to offset the impact of these inflationary pressures and plan to do so in the year ahead as well.
Weather and Seasonality
Our sales of lawn and garden products are influenced by weather and climate conditions in the different markets we serve. Additionally, our Garden segment’s business is highly seasonal. In fiscal 2018, approximately 68% of our Garden segment’s net sales and 57% of our total net sales occurred during our second and third fiscal quarters. Substantially all of the Garden segment’s operating income is typically generated in this period, which has historically offset the operating loss incurred during the first fiscal quarter of the year.

Liquidity and Capital Resources
We have financed our growth through a combination of internally generated funds, bank borrowings, supplier credit, and sales of equity and debt securities to the public.
Our business is seasonal and our working capital requirements and capital resources track closely to this seasonal pattern. Generally, during the first fiscal quarter, accounts receivable reach their lowest level while inventory, accounts payable and short-term borrowings begin to increase. During the second fiscal quarter, receivables, accounts payable and short-term borrowings increase, reflecting the build-up of inventory and related payables in anticipation of the peak lawn and garden selling season. During the third fiscal quarter, inventory levels remain relatively constant while accounts receivable peak and short-term borrowings start to decline as cash collections are received during the peak selling season. During the fourth fiscal quarter, inventory levels are at their lowest, and accounts receivable and payables are substantially reduced through conversion of receivables to cash.
We service two broad markets: pet supplies and lawn and garden supplies. Our pet supplies businesses involve products that have a year round selling cycle with a slight degree of seasonality. As a result, it is not necessary to maintain large quantities of inventory to meet peak demands. Our lawn and garden businesses are highly seasonal with approximately 68% of our Garden segment’s net sales occurring during the second and third fiscal quarters. This seasonality requires the shipment of large quantities of product well ahead of the peak consumer buying periods. To encourage retailers and distributors to stock large quantities of inventory, industry practice has been for manufacturers to give extended credit terms and/or promotional discounts.

42



Operating Activities
Net cash provided by operating activities increased by $75.0 million, from $17.8 million for the nine months ended June 30, 2018, to $92.8 million for the nine months ended June 29, 2019. The increase in cash provided was due primarily to changes in our working capital accounts for the period ended June 29, 2019, as compared to the prior year period.
Investing Activities
Net cash used in investing activities decreased $59.5 million, from $124.5 million for the nine months ended June 30, 2018 to $65.0 million during the nine months ended June 29, 2019. The decrease in cash used in investing activities was due primarily to decreased investment and acquisition activity as well as lower capital expenditures in the current year compared to the prior year. During the second quarter of fiscal 2019, we acquired the remaining 55% interest in Arden Companies for approximately $11 million, and during the third quarter of fiscal 2019 we acquired C&S Products for approximately $30.0 million. During the second quarter of fiscal 2018, we acquired Bell Nurseries for approximately $62 million, and during the third quarter of fiscal 2018 we acquired General Pet Supply for approximately $24.5 million. Furthermore, during the nine months ended June 29, 2019, we made fewer investments and capital expenditures than in the comparable prior year period.
Financing Activities
Net cash provided by financing activities decreased $344.2 million, from $280.1 million of cash provided for the nine months ended June 30, 2018, to $64.1 million of cash used for the nine months ended June 29, 2019. The decrease in cash provided by financing activities during the current year was due primarily to our December 2017 issuance of $300 million aggregate principal amount 5.125% senior notes due February 2028, partially offset by deferred financing costs of approximately $4.8 million associated with this issuance. Additionally, we repaid approximately $46 million of acquired long-term debt subsequent to our acquisitions of Arden Companies and C&S Products during the nine months ended June 29, 2019. During the nine months ended June 29, 2019, we also repurchased approximately 0.6 million shares of our non-voting Class A common stock (CENTA) on the open market at an aggregate cost of approximately $14.3 million, or approximately $25.76 per share, in addition to $5.1 million used for minimum statutory tax withholdings related to the net share settlement of our stock.
We expect that our principal sources of funds will be cash generated from our operations and, if necessary, borrowings under our $400 million asset backed revolving credit facility. Based on our anticipated cash needs, availability under our asset backed revolving credit facility and the scheduled maturity of our debt, we believe that our sources of liquidity should be adequate to meet our working capital, capital spending and other cash needs for at least the next 12 months. However, we cannot assure you that these sources will continue to provide us with sufficient liquidity and, should we require it, that we will be able to obtain financing on terms satisfactory to us, or at all.
We believe that cash flows from operating activities, funds available under our asset backed loan facility, and arrangements with suppliers will be adequate to fund our presently anticipated working capital and capital expenditure requirements for the foreseeable future. We anticipate that our capital expenditures, which are related primarily to replacements and expansion of and upgrades to plant and equipment and also investment in our continued implementation of a scalable enterprise-wide information technology platform, will be $35 million to $40 million in fiscal 2019.
As part of our growth strategy, we have acquired a number of companies in the past, and we anticipate that we will continue to evaluate potential acquisition candidates in the future. If one or more potential acquisition opportunities, including those that would be material, become available in the near future, we may require additional external capital. In addition, such acquisitions would subject us to the general risks associated with acquiring companies, particularly if the acquisitions are relatively large.
At June 29, 2019, our total debt outstanding was $693.1 million, as compared with $691.9 million at June 30, 2018.
Senior Notes
$300 Million 5.125% Senior Notes
On December 14, 2017, we issued $300 million aggregate principal amount of 5.125% senior notes due February 2028 (the "2028 Notes"). We expect to use the net proceeds from the offering to finance future acquisitions and for general corporate purposes.
We 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.

43



The 2028 Notes require semiannual interest payments on February 1 and August 1, commencing August 1, 2018. The 2028 Notes are unconditionally guaranteed on a senior basis by our existing and future domestic restricted subsidiaries who are borrowers under or guarantors of our senior secured revolving credit facility or who guarantee the 2023 Notes.
We may redeem some or all of the 2028 Notes at any time, at our option, prior to January 1, 2023 at the principal amount plus a “make whole” premium. At any time prior to January 1, 2021, we may also redeem, at our option, up to 35% of the original aggregate principal amount of the notes with the proceeds of certain equity offerings at a redemption price of 105.125% of the principal amount of the notes. We may redeem some or all of the 2028 Notes, at our option, at any time on or after January 1, 2023 for 102.563%, on or after January 1, 2024 for 101.708%, on or after January 1, 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 us to repurchase all or a portion of the 2028 Notes at a purchase price equal to 101% of the principal amount of the notes repurchased, plus accrued and unpaid interest upon the occurrence of a change of control.
The 2028 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject to certain baskets and exceptions. We were in compliance with all financial covenants as of June 29, 2019.
$400 Million 6.125% Senior Notes
In November 2015, we issued $400 million aggregate principal amount of 6.125% senior notes due November 2023 (the "2023 Notes"). In December 2015, we used the net proceeds from the offering, together with available cash, to redeem our $400 million aggregate principal amount of 8.25% senior subordinated notes due March 1, 2018 (the "2018 Notes") at a price of 102.063% of the principal amount and to pay fees and expenses related to the offering.
We incurred approximately $6.3 million of debt issuance costs in conjunction with these transactions, which included underwriter fees and legal, accounting and rating agency expenses. The debt issuance costs are being amortized over the term of the 2028 Notes.
The 2023 Notes require semiannual interest payments on May 15 and November 15. The 2023 Notes are unconditionally guaranteed on a senior basis by each of our existing and future domestic restricted subsidiaries which are borrowers under or guarantors of our senior secured revolving credit facility. The 2023 Notes are unsecured senior obligations and are subordinated to all of our existing and future secured debt, including our Credit Facility, to the extent of the value of the collateral securing such indebtedness.
We may redeem some or all of the 2023 Notes at any time, at our option, on or after November 15, 2018 for 104.594%, on or after November 15, 2019 for 103.063%, on or after November 15, 2020 for 101.531% and on or after November 15, 2021 for 100%, plus accrued and unpaid interest.
The holders of the 2023 Notes have the right to require us to repurchase all or a portion of the 2023 Notes at a purchase price equal to 101% of the principal amount of the notes repurchased, plus accrued and unpaid interest upon the occurrence of a change of control.
The 2023 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject to certain baskets and exceptions. We were in compliance with all financial covenants as of June 29, 2019.
Asset-Based Loan Facility Amendment
In April 2016, we entered into an amended and restated credit agreement which provides up to a $400 million principal amount senior secured asset-based revolving credit facility, with up to an additional $200 million principal amount available with the consent of the Lenders if we exercise the accordion feature set forth therein (collectively, the “Credit Facility”). The Credit Facility matures on April 22, 2021. We 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. As of June 29, 2019, there were no borrowings outstanding and no letters of credit outstanding under the Credit Facility. There were other letters of credit of $3.2 million outstanding as of June 29, 2019.
The Credit Facility is subject to a borrowing base, calculated using a formula based upon eligible receivables and inventory, minus certain reserves and subject to restrictions. As of June 29, 2019, the borrowing base and remaining borrowing availability was $400.0 million. Borrowings under the Credit Facility bear interest at an index based on LIBOR or, at the option of the Company, the Base Rate (defined as the highest of (a) the SunTrust prime rate, (b) the Federal Funds Rate plus 0.5% and (c) one-month LIBOR plus 1.00%), plus, in either case, an applicable margin based on our consolidated senior leverage ratio. Such applicable margin for LIBOR-based borrowings fluctuates between 1.25% - 1.5%, and was 1.25% as of June 29, 2019, and such applicable margin for Base Rate borrowings fluctuates between 0.25% - 0.5%, and was 0.25% as of June 29, 2019. As of June 29, 2019, the applicable interest rate related to Base Rate borrowings was 5.8%, and the applicable interest rate related to LIBOR-based borrowings was 3.7%.
We incurred approximately $1.2 million of debt issuance costs in conjunction with this transaction, which included underwriter fees, legal and accounting expenses. The debt issuance costs will be amortized over the term of the Credit Facility.

44



The Credit Facility contains customary covenants, including financial covenants which require us to maintain a minimum fixed charge coverage ratio of 1.00:1.00 upon reaching certain borrowing levels. The Credit Facility is secured by substantially all of our assets. We were in compliance with all financial covenants under the Credit Facility during the period ended June 29, 2019.
Off-Balance Sheet Arrangements
There have been no material changes to the information provided in our Annual Report on Form 10-K for the fiscal year ended September 29, 2018 regarding off-balance sheet arrangements.
Contractual Obligations
There have been no material changes outside the ordinary course of business in our contractual obligations set forth in the Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources in our Annual Report on Form 10-K for the fiscal year ended September 29, 2018.
New Accounting Pronouncements
Refer to Footnote 1 in the notes to the condensed consolidated financial statements for new accounting pronouncements.
Critical Accounting Policies, Estimates and Judgments
There have been no material changes to our critical accounting policies, estimates and assumptions or the judgments affecting the application of those accounting policies since our Annual Report on Form 10-K for the fiscal year ended September 29, 2018.
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in our exposure to market risk from that discussed in our Annual Report on Form 10‑K for the fiscal year ended September 29, 2018.

Item 4.
Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and principal financial officer have reviewed, as of the end of the period covered by this report, the “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) that ensure that information relating to the Company required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported in a timely and proper manner and that such information is accumulated and communicated to our management, including our Chief Executive Officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based upon this review, such officers concluded that our disclosure controls and procedures were effective as of June 29, 2019.
(b) Changes in Internal Control Over Financial Reporting. Our management, with the participation of our Chief Executive Officer and our principal financial officer have evaluated whether any change in our internal control over financial reporting occurred during the third quarter of fiscal 2019. Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the third quarter of fiscal 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
 
Item 1.
Legal Proceedings

In 2012, Nite Glow Industries, Inc and its owner, Marni Markell, (“Nite Glow”) filed suit in the United States 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 the three claims and awarded damages of approximately $12.6 million.  The case is currently in the post-trial motion phase of proceedings and is expected to proceed to appeal once all such motions have been resolved.  Unless the verdicts are over-turned in the post-trial

45



proceedings, the Company intends to vigorously pursue its rights on appeal and believes that it will prevail on the merits. 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.
From time to time, we are involved in certain legal proceedings in the ordinary course of business. Except as discussed above, we are not currently a party to any other legal proceedings that management believes would have a material effect on our financial position or results of operations.

Item 1A.
Risk Factors

There have been no material changes from the risk factors previously disclosed in Item 1A to Part I of our Form 10-K for the fiscal year ended September 29, 2018, except as set forth below.
Our success depends upon our retaining and recruiting key personnel.
Our performance is substantially dependent upon the continued services of our senior management team. The loss of the services of these persons could have a material adverse effect on our business. In February 2019, George C. Roeth, our President and Chief Executive Officer, announced his intent to retire in September 2019. Our future performance depends on our ability to attract and retain skilled employees, including a new Chief Executive Officer. We cannot assure you that we will be able to retain our existing personnel or attract additional qualified employees in the future.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth the repurchases of any equity securities during the fiscal quarter ended June 29, 2019 and the dollar amount of authorized share repurchases remaining under our stock repurchase program.
 
Period
 
Total Number
of Shares
(or Units)
Purchased
 
 
 
Average
Price Paid
per Share
(or Units)
 
Total Number
of Shares
(or Units)
Purchased as
Part of Publicly
Announced Plans
or Programs
 
Maximum Number (or
Approximate Dollar Value)
of Shares
(or Units)
that May Yet Be Purchased
Under the Plans or
Programs (1)
March 31, 2019 - May 4, 2019
 
667

 
(2) 
 
$
25.07

 

 
$
34,968,000

May 5, 2019 - June 1, 2019
 
240,653

 
(3) 
 
$
26.49

 
216,823

 
$
29,216,000

June 2, 2019 - June 29, 2019
 
338,603

 
 
 
$
25.26

 
338,603

 
$
20,662,000

Total
 
579,923

 
  
 
$
25.77

 
555,426

 
$
20,662,000

 
(1)
During the third quarter of fiscal 2011, our Board of Directors authorized a $100 million share repurchase program. The program has no expiration date and expires when the amount authorized has been used or the Board withdraws its authorization. The repurchase of shares may be limited by certain financial covenants in our credit facility and indenture that restrict our ability to repurchase our stock.
(2)
Shares purchased during the period indicated represent withholding of a portion of shares to cover taxes in connection with the vesting of restricted stock.
(3)
Includes 23,830 shares purchased during the period indicated that represent withholding of a portion of shares to cover taxes in connection with the vesting of restricted stock.

Item 3.
Defaults Upon Senior Securities
Not applicable

Item 4.
Mine Safety Disclosures
Not applicable

Item 5.
Other Information

46



Not applicable

Item 6.
Exhibits
 
 
4.1
 
 
31.1
 
 
31.2
 
 
32.1
 
 
32.2
 
 
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
 
 
101.SCH
XBRL Taxonomy Extension Schema Document
 
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
 
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
 
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
 

47



SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.
 
 
CENTRAL GARDEN & PET COMPANY
 
Registrant
 
 
 
Dated: August 2, 2019
 
 
 
/s/ GEORGE C. ROETH
 
George C. Roeth
 
President and Chief Executive Officer
 
(Principal Executive Officer)
 
 
 
/s/ NICHOLAS LAHANAS
 
Nicholas Lahanas
 
Chief Financial Officer
 
(Principal Financial Officer)
 

48