
6.	~~Other Intangible Assets~~

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)
March 26, 2022
Marketing-related intangible assets – amortizable	$	22.1	$	(19.8)	$	—	$	2.2
Marketing-related intangible assets – nonamortizable	218.2		—		(26.0)		192.2
Total	240.3		(19.8)		(26.0)		194.4
Customer-related intangible assets – amortizable	386.4		(100.2)		(2.5)		283.7
Other acquired intangible assets – amortizable	39.7		(24.5)		—		15.2
Other acquired intangible assets – nonamortizable	7.1		—		(1.2)		5.9
Total	46.8		(24.5)		(1.2)		21.1
Total other intangible assets, net	$	673.5	$	(144.5)	$	(29.8)	$	499.3
	Gross		Accumulated Amortization		Accumulated Impairment		Net Carrying Value
	(in millions)
March 27, 2021
Marketing-related intangible assets – amortizable	$	20.6	$	(18.1)	$	—	$	2.5
Marketing-related intangible assets – nonamortizable	70.6		—		(26.0)		44.6
Total	91.2		(18.1)		(26.0)		47.1
Customer-related intangible assets – amortizable	140.3		(69.5)		(2.5)		68.3
Other acquired intangible assets – amortizable	26.0		(19.1)		—		6.9
Other acquired intangible assets – nonamortizable	7.1		—		(1.2)		5.9
Total	33.1		(19.1)		(1.2)		12.8
Total other intangible assets, net	$	264.6	$	(106.7)	$	(29.7)	$	128.2
	Gross		Accumulated Amortization		Accumulated Impairment		Net Carrying Value
	(in millions)
September 25, 2021
Marketing-related intangible assets – amortizable	$	22.1	$	(19.0)	$	—	$	3.1
Marketing-related intangible assets – nonamortizable	70.6		—		(26.0)		44.6
Total	92.7		(19.0)		(26.0)		47.7
Customer-related intangible assets – amortizable	143.6		(75.4)		(2.5)		65.7
Other acquired intangible assets – amortizable	37.2		(22.0)		—		15.2
Other acquired intangible assets – nonamortizable	7.1		—		(1.2)		5.9
Total	44.3		(22.0)		(1.2)		21.1
Total other intangible assets, net	$	280.6	$	(116.4)	$	(29.8)	$	134.4

Gross
Accumulated
Amortization

Accumulated
Impairment

Net
Carrying
Value
(in millions)
December 30, 2017
Marketing-related intangible assets – amortizable $ 16.9
$ (13.1 ) $ —
$ 3.8
Marketing-related intangible assets – nonamortizable 62.7
—
(26.0 ) 36.7
Total 79.6
(13.1 ) (26.0 ) 40.5
Customer-related intangible assets – amortizable 91.6
(33.9 ) —
57.7
Other acquired intangible assets – amortizable 22.1
(13.2 ) —
8.9
Other acquired intangible assets – nonamortizable 7.8
—
(1.2 ) 6.6
Total 29.9
(13.2 ) (1.2 ) 15.5
Total other intangible assets $ 201.1
$ (60.1 ) $ (27.2 ) $ 113.7
Gross
Accumulated
Amortization

Accumulated
Impairment

Net
Carrying
Value
(in millions)
December 24, 2016
Marketing-related intangible assets – amortizable $ 14.9
$ (11.5 ) $ —
$ 3.4
Marketing-related intangible assets – nonamortizable 62.8
—
(26.0 ) 36.8
Total 77.7
(11.5 ) (26.0 ) 40.2
Customer-related intangible assets – amortizable 64.3
(27.0 ) —
37.3
Other acquired intangible assets – amortizable 20.8
(11.9 ) —
8.9
Other acquired intangible assets – nonamortizable 7.7
—
(1.2 ) 6.5
Total 28.5
(11.9 ) (1.2 ) 15.4
Total other intangible assets $ 170.5
$ (50.4 ) $ (27.2 ) $ 92.9
Gross
Accumulated
Amortization

Accumulated
Impairment

Net
Carrying
Value
(in millions)
September 30, 2017
Marketing-related intangible assets – amortizable $ 16.9
$ (12.7 ) $ —
$ 4.2
Marketing-related intangible assets – nonamortizable 62.7
—
(26.0 ) 36.7
Total 79.6
(12.7 ) (26.0 ) 40.9
Customer-related intangible assets – amortizable 91.6
(32.2 ) —
59.4
Other acquired intangible assets – amortizable 22.1
(12.9 ) —
9.2
Other acquired intangible assets – nonamortizable 7.8
—
(1.2 ) 6.6
Total 29.9
(12.9 ) (1.2 ) 15.8
Total other intangible assets $ 201.1
$ (57.8 ) $ (27.2 ) $ 116.1

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

As part of its acquisition of Green Garden Products in the second quarter of fiscal 2021, the Company acquired approximately $147.6 million of marketing related intangible assets, $242.8 million of customer related intangible assets and $2.5 million of other 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. ~~Other factors~~Factors indicating the carrying value of the Company’s amortizable intangible assets may not be recoverable were not present in ~~fiscal 2017 or during~~ the ~~three~~six months ended ~~December 30, 2017,~~March 26, 2022, and accordingly, no impairment testing was performed on these assets.

The Company amortizes its acquired intangible assets with definite lives over periods ranging from 3two years to 25 years; over weighted average remaining lives of 4two years for marketing-related intangibles, 1012 years for customer-related intangibles and 11six years for other acquired intangibles. Amortization expense for intangibles subject to amortization was approximately ~~$2.3~~and $7.8 million and ~~$1.4~~$3.3 million for the three months ended ~~December 30, 2017~~March 26, 2022 and ~~December 24, 2016,~~March 27, 2021, respectively, and $14.7 million and $6.7 million for the six months ended March 26, 2022 and March 27, 2021, respectively, and is classified within ~~operating~~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 $8$32 million per year from fiscal ~~2018~~2022 through fiscal ~~2022~~2024, $25 million in fiscal 2025 and 2026, and approximately $20 million per year thereafter.


7.	~~Long-Term Debt~~

7. Long-Term Debt

Long-term debt consists of the following:

December 30, 2017 December 24, 2016 September 30, 2017
(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
—
—
Unamortized debt issuance costs (9,161 ) (5,436 ) (4,840 )
Net carrying value 690,839
394,564
395,160
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 497
844
493
Total 691,336
395,408
395,653
Less current portion (372 ) (397 ) (375 )
Long-term portion $ 690,964
$ 395,011
$ 395,278


	March 26, 2022		March 27, 2021		September 25, 2021
	(in thousands)
Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028	$	300,000	$	300,000	$	300,000
Senior notes, interest at 4.125%, payable semi-annually, principal due October 2030	500,000		500,000		500,000
Senior notes, interest at 4.125%, payable semi-annually, principal due April 2031	400,000		—		400,000
Unamortized debt issuance costs	(15,051)		(11,169)		(15,994)
Net carrying value	1,184,949		788,831		1,184,006
Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.00% to 1.50% or Base Rate plus a margin of 0.0% to 0.50%, final maturity December 2026.	—		—		—
Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.00% to 1.50% or Base Rate plus a margin of 0.0% to 0.50%, final maturity September 2024.	—		190,000		—

Other notes payable	885		147		1,758
Total	1,185,834		978,978		1,185,764
Less current portion	(378)		(91)		(1,081)
Long-term portion	$	1,185,456	$	978,887	$	1,184,683

Senior Notes

Issuance of $400 million 4.125% Senior Notes due 2031

In April 2021, the Company issued $400 million aggregate principal amount of 4.125% senior notes due April 2031 (the "2031 Notes"). The Company used the net proceeds from the offering to repay all outstanding borrowings under its Amended Credit Facility, with the remainder to be used for general corporate purposes.

The Company incurred approximately $6 million of debt issuance costs in conjunction with this issuance, which included underwriter fees and legal, accounting and rating agency expenses. The debt issuance costs are being amortized over the term of the 2031 Notes.

The 2031 Notes require semi-annual interest payments on April 30 and October 30. The 2031 Notes are unconditionally guaranteed on a senior basis by each of the Company's existing and future domestic restricted subsidiaries which are borrowers under or guarantors of Central's Amended Credit Facility. The 2031 Notes were issued in a private placement under Rule 144A and will not be registered under the Securities Act of 1933.

The Company may redeem some or all of the 2031 Notes at any time, at its option, prior to April 30, 2026 at the principal amount plus a "make whole" premium. At any time prior to April 30, 2024, the Company may also redeem, at its option, up to 40% of the notes with the proceeds of certain equity offerings at a redemption price of 104.125% of the principal amount of the notes. The Company may redeem some or all of the 2031 Notes at the Company’s option, at any time on or after April 30, 2026 for 102.063%, on or after April 30, 2027 for 101.375%, on or after April 30, 2028 for 100.688% and on or after April 30, 2029 for 100.0%, plus accrued and unpaid interest.

The holders of the 2031 Notes have the right to require the Company to repurchase all or a portion of the 2031 Notes at a purchase price equal to 101% of the principal amount of the notes repurchased, plus accrued and unpaid interest, upon the occurrence of specific kinds of changes of control.

The 2031 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject to certain baskets and exceptions. The Company was in compliance with all covenants as of March 26, 2022.

Issuance of $500 million 4.125% Senior Notes due 2030

In October 2020, the Company issued $500 million aggregate principal amount of 4.125% senior notes due October 2030 (the "2030 Notes"). In November 2020, the Company used a portion of the net proceeds to redeem all of its outstanding 6.125% senior notes due November 2023 (the "2023 Notes") at a redemption price of 101.531% plus accrued and unpaid interest, and to pay related fees and expenses, with the remainder for general corporate purposes.

The Company incurred approximately $8.0 million of debt issuance costs associated with this transaction, which included underwriter fees and legal, accounting and rating agency expenses. The debt issuance costs are being amortized over the term of the 2030 Notes.

As a result of the Company's redemption of the 2023 Notes, the Company incurred a call premium payment of $6.1 million, overlapping interest expense for 30 days of approximately $1.4 million and a $2.5 million non-cash charge for the write-off of unamortized deferred financing costs related to the 2023 Notes. These amounts are included in interest expense in the condensed consolidated statements of operations.

The 2030 Notes require semiannual interest payments on October 15 and April 15. The 2030 Notes are unconditionally guaranteed on a senior basis by each of the Company's existing and future domestic restricted subsidiaries which are borrowers under or guarantors of Central's senior secured revolving credit facility or guarantee Central's other debt.

The Company may redeem some or all of the 2030 Notes at any time, at its option, prior to October 15, 2025 at a price equal to 100% of the principal amount plus a “make-whole” premium. Prior to October 15, 2023, the Company may redeem up to 40% of the original aggregate principal amount of the notes with the proceeds of certain equity offerings at a redemption price of 104.125% of the principal amount of the notes. The Company may redeem some or all of the 2030 Notes, at its option, in whole or in part, at any time on or after October 15, 2025 for 102.063%, on or after October 15, 2026 for 101.375%, on or after October 15, 2027 for 100.688% and on or after October 15, 2028 for 100.0%, plus accrued and unpaid interest.

The holders of the 2030 Notes have the right to require the Company to repurchase all or a portion of the 2030 Notes at a purchase price equal to 101.0% of the principal amount of the notes repurchased, plus accrued and unpaid interest upon the occurrence of a change of control.

The 2030 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject to certain baskets and exceptions. The Company was in compliance with all covenants as of March 26, 2022.

$300 ~~Million~~million 5.125% Senior Notes due 2028

OnIn 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~~used the net proceeds from the offering to finance ~~future~~ acquisitions and for general corporate purposes.

The Company incurred approximately ~~$4.6~~$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.~~1. The 2028 Notes are unconditionally guaranteed on a senior basis by the Company's existing and future domestic restricted subsidiaries ~~who~~which are borrowers under or guarantors of Central's senior secured revolving credit facility, or ~~who~~which guarantee ~~the 2023 Notes.~~Central's other debt.

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 usthe Company to repurchase all or a portion of the 2028 Notes at a purchase price equal to ~~101%~~101.0% 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 covenants as of ~~December 30, 2017.~~

~~$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, prior to November 15, 2018 at the principal amount plus a “make whole” premium. At any time prior to November 15, 2018, the Company may also redeem, at its option, up to 35% of the original aggregate principal amount of the notes with the proceeds of certain equity offerings at a redemption price of 106.125% of the principal amount of the notes. The Company may redeem some or all of the 2023 Notes, at its option, at any time on or after November 15, 2018 for 104.594%, on or after November 15, 2019 for 103.063%, on or after November 15, 2020 for 101.531% and on or after November 15, 2021 for 100%, plus accrued and unpaid interest.

The holders of the 2023 Notes have the right to require the Company to repurchase all or a portion of the 2023 Notes at a purchase price equal to 101% of the principal amount of the notes repurchased, plus accrued and unpaid interest upon the occurrence of a change of control.

The 2023 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject to certain baskets and exceptions. The Company was in compliance with all covenants as of December 30, 2017.26, 2022.

Asset-Based Loan Facility Amendment

On ~~April 22, 2016,~~December 16, 2021, the Company entered into ana Third Amended and Restated Credit Agreement (“Amended Credit Agreement”). The Amended Credit Agreement amended and restated the previous credit agreement ~~which~~dated September 27, 2019 (the "Predecessor Credit Agreement"), and provides ~~up to~~for a ~~$400~~$750 million principal amount senior secured asset-based revolving credit facility, with up to an additional ~~$200~~$400 million principal amount available with the consent of the Lenders, as defined, if the Company exercises the uncommitted accordion feature set forth therein (collectively, the ~~“Credit~~“Amended Credit Facility”). The Amended Credit Facility matures on ~~April 22, 2021.~~December 16, 2026. The Company may borrow, repay and reborrow amounts under the Amended Credit Facility until its maturity date, at which time all amounts outstanding under the Amended Credit Facility must be repaid in full.

The Amended Credit Facility is subject to a borrowing base that is calculated using a formula based upon eligible receivables and inventory, and at the Company's election, eligible real property, minus certain reserves. The Company did not draw down any commitments under the Amended Credit Facility upon closing. Proceeds of the Amended Credit Facility will be used for general corporate purposes. Net availability under the Amended Credit Facility was approximately $652 million as of March 26, 2022. The Amended Credit Facility includes a $50 million sublimit for the issuance of standby letters of credit and a $75 million sublimit for short-notice borrowings. As of ~~December 30, 2017,~~March 26, 2022, there were no borrowings outstanding and no letters of credit outstanding under the Amended Credit Facility. There were other letters of credit of ~~$1.8~~$1.3 million outstanding as of ~~December 30, 2017.~~March 26, 2022.

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 December 30, 2017, the borrowing base and remaining borrowing availability was $330.2 million. Borrowings under the Amended Credit Facility will bear interest at an index based on LIBOR (which will not be less than 0.00%) 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~~Company's usage under the credit facility. Base Rate is defined as the highest of (a) the Truist prime rate, (b) the Federal Funds Rate plus 0.50%, (c) one-month LIBOR plus 1.00% and (d) 0.00%. The applicable margin for LIBOR-based borrowings fluctuates between ~~1.25% - 1.50%~~1.00%-1.50%, and was ~~1.25%~~1.00% as of ~~December 30, 2017,~~March 26, 2022, and such applicable margin for Base Rate borrowings fluctuates between ~~0.25%-0.5%~~0.00%-0.50%, and was ~~0.25%~~0% as of ~~December 30, 2017.~~March 26, 2022. An unused line fee shall be payable quarterly in respect of the total amount of the unutilized Lenders’ commitments and short-notice borrowings under the Amended Credit Facility. Letter of credit fees at the applicable margin on the average undrawn and unreimbursed amount of letters of credit shall be payable quarterly and a facing fee of 0.125% shall be payable quarterly for the stated amount of each letter of credit. The Company is also required to pay certain fees to the administrative agent under the Amended Credit Facility. The Amended Credit Facility provides for the transition from LIBOR to Secured Overnight Financing Rate ("SOFR") and does not require an amendment in connection with such transition. As of ~~December 30, 2017,~~March 26, 2022, the applicable interest rate related to Base Rate borrowings was ~~4.8%~~3.3%, and the applicable interest rate related to one-month LIBOR-based borrowings was ~~2.8%~~1.4%.

The Company incurred approximately ~~$1.2~~$2.4 million of debt issuance costs in conjunction with this transaction, which included ~~underwriter~~lender fees ~~legal~~ and ~~accounting~~legal expenses. The debt issuance costs are being amortized over the term of the Amended Credit Facility.

The Amended Credit Facility ~~contains~~continues to contain customary covenants, including financial covenants which require the Company to maintain a minimum fixed charge coverage ratio of ~~1.00:1.00~~1:1 upon ~~reaching~~triggered quarterly testing (e.g. when availability falls below certain ~~borrowing levels.~~thresholds established in the agreement), reporting requirements and events of default. The Amended Credit Facility is secured by substantially all assets of the ~~Company.~~borrowing parties, including (i) pledges of 100% of the stock or other equity interest of each domestic subsidiary that is directly owned by such entity and (ii) 65% of the stock or other equity interest of each foreign subsidiary that is directly owned by such entity, in each case subject to customary exceptions. The Company was in compliance with all financial covenants under the Amended Credit Facility ~~during the quarter ended December 30, 2017.~~

as of March 26, 2022.


8.	~~Supplemental Equity Information~~

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 ~~for~~through the ~~three~~six months ended ~~December 30, 2017~~March 26, 2022 and ~~December 24, 2016.~~March 27, 2021.


	Controlling Interest
	Common Stock		Class A Common Stock		Class B Stock		Additional Paid In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total		Noncontrolling Interest		Total
	(in thousands)
Balance September 25, 2021	$	113	$	423	$	16	$	576,446	$	646,082	$	(831)	$	1,222,249	$	1,292	$	1,223,541
Comprehensive income	—		—		—		—		9,009		(442)		8,567		187		8,754
Amortization of share-based awards	—		—		—		3,886		—		—		3,886		—		3,886
Restricted share activity, including net share settlement	—		—		—		(705)		—		—		(705)		—		(705)
Issuance of common stock, including net share settlement of stock options	—		—		—		890		—		—		890		—		890
Repurchase of stock	—		(1)		—		(1,600)		(5,059)		—		(6,660)		—		(6,660)
Distribution to Noncontrolling interest	—		—		—		—		—		—		—		(806)		(806)
Balance December 25, 2021	$	113	$	422	$	16	$	578,917	$	650,032	$	(1,273)	$	1,228,227	$	673	$	1,228,900
Comprehensive income	—		—		—		—		69,713		570		70,283		573		70,856
Amortization of share-based awards	—		—		—		4,624		—		—		4,624		—		4,624
Restricted share activity, including net share settlement	—		2		—		(923)		—		—		(921)		—		(921)
Repurchase of stock	—		(2)		—		(2,372)		(7,062)		—		(9,436)		—		(9,436)
Issuance of common stock, including net share settlement of stock options	—		—		—		309		—		—		309		—		309
Distribution to Noncontrolling interest	—		—		—		—		—		—		—		—		—
Other	—		—		—		—		—		—		—		1		1
Balance March 26, 2022	$	113	$	422	$	16	$	580,555	$	712,683	$	(703)	$	1,293,086	$	1,247	$	1,294,333


																									Controlling Interest
	Controlling Interest																								Common Stock		Class A Common Stock		Class B Stock		Additional Paid In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total		Noncontrolling Interest		Total
(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
																									(in thousands)
Balance September 26, 2020																								Balance September 26, 2020	$	113	$	419	$	16	$	566,883	$	510,781	$	(1,409)	$	1,076,803	$	871	$	1,077,674
Comprehensive income										26,247		44			26,291			203			26,494			Comprehensive income	—		—		—		—		5,613		377		5,990		29		6,019
Amortization of share-based awards							2,143								2,143						2,143			Amortization of share-based awards	—		—		—		3,225		—		—		3,225		—		3,225
Restricted share activity, including net share settlement							(2,397		)						(2,397		)				(2,397		)	Restricted share activity, including net share settlement	—		3		—		(364)		—		—		(361)		—		(361)

Issuance of common stock, including net share settlement of stock options							166								166						166			Issuance of common stock, including net share settlement of stock options	—		—		—		934		—		—		934		—		934
Distribution to Noncontrolling interest																		(1,597		)	(1,597		)	Distribution to Noncontrolling interest	—		—		—		—		—		—		—		(478)		(478)
Balance December 30, 2017	$	122	$	380	$	16	$	396,702		$	265,576	$	(907	)	$	661,889		$	62		$	661,951
Balance December 26, 2020																								Balance December 26, 2020	$	113	$	422	$	16	$	570,678	$	516,394	$	(1,032)	$	1,086,591	$	422	$	1,087,013
Comprehensive income																								Comprehensive income	—		—		—		—		72,954		(1,121)		71,833		645		72,478
Amortization of share-based awards																								Amortization of share-based awards	—		—		—		4,106		—		—		4,106		—		4,106
Restricted share activity, including net share settlement																								Restricted share activity, including net share settlement	—		3		—		(661)		—		—		(658)		—		(658)

Issuance of common stock, including net share settlement of stock options																								Issuance of common stock, including net share settlement of stock options	—		2		—		(1,308)		—		—		(1,306)		—		(1,306)
Distribution to Noncontrolling interest																								Distribution to Noncontrolling interest	—		—		—		—		—		—		—		(54)		(54)
Other																								Other	—		—		—		—		—		—		—		—		—
Balance March 27, 2021																								Balance March 27, 2021	$	113	$	427	$	16	$	572,815	$	589,348	$	(2,153)	$	1,160,566	$	1,013	$	1,161,579

~~We have also provided organic net sales, a non-GAAP~~ measure that ~~excludes~~may be used to assess the ~~impact of businesses purchased or exited in the prior 12 months, because we believe it permits investors to better understand the performance~~sustainability of our ~~historical business without the impact of recent acquisitions or dispositions.~~ operating performance.

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)~~	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 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 year earnings.


~~(2)~~	During the first quarter of fiscal 2017, we recorded a $2.0 million gain in our Garden segment from the sale of a distribution facility resulting from rationalizing our facilities to reduce excess capacity. This adjustment was recorded as part of selling, general and administrative costs in the condensed consolidated statements of operations.

(1)During the first quarter of fiscal 2021, we issued $500 million aggregate principal amount of 4.125% senior notes due October 2030. We used a portion of the proceeds to redeem all of our outstanding 6.125% senior notes due 2023.As a result of our redemption of the 2023 Notes, we incurred incremental expenses of approximately $10.0 million, comprised of a call premium payment of $6.1 million, overlapping interest expense of approximately $1.4 million and a $2.5 million non-cash charge for the write-off of unamortized financing costs.These amounts are included in Interest expense in the condensed consolidated statements of operations.

(2)During the first quarter of fiscal 2021, we recognized a loss of $2.6 million, included in selling, general and administrative expense in the consolidated statement of operations, from the sale of our Breeder’s Choice business unit after concluding it was not a strategic business for our Pet segment.


		GAAP to Non-GAAP Reconciliation
		For the Three Months Ended				For the Six Months Ended
Net Income and Diluted Net Income Per Share Reconciliation		March 26, 2022		March 27, 2021		March 26, 2022		March 27, 2021
		(in thousands, except per share amounts)
GAAP net income attributable to Central Garden & Pet Company		$	69,713	$	72,954	$	78,722	$	78,567
Incremental expenses from note redemption and issuance	(1)	—		—		—		9,952
Loss on sale of business	(2)	—		—		—		2,611
Tax effect of incremental expenses, loss on sale and impairment		$	—	$	—	—		(2,821)
Non-GAAP net income attributable to Central Garden & Pet Company		$	69,713	$	72,954	$	78,722	$	88,309
GAAP diluted net income per share		$	1.27	$	1.32	$	1.44	$	1.43
Non-GAAP diluted net income per share		$	1.27	$	1.32	$	1.44	$	1.61
Shares used in GAAP and non-GAAP diluted net earnings per share calculation		54,722		55,156		54,818		54,930

Operating Income Reconciliation
GAAP to Non-GAAP Reconciliation
(in thousands)
For the Three Months Ended

Consolidated
Garden

December 30, 2017
December 24, 2016
December 30, 2017
December 24, 2016
GAAP operating income
$ 22,521

$ 19,938

$ 2,300

$ 2,676
Gain on sale of distribution facility
⁽²⁾
—

(2,050 )
—

(2,050 )
Non-GAAP operating income
$ 22,521

$ 17,888

$ 2,300

$ 626
GAAP operating margin
5.1 %
4.8 %
2.0 %
2.3 %
Non-GAAP operating margin
5.1 %
4.3 %
2.0 %
0.5 %

GAAP to Non-GAAP Reconciliation
(in thousands, except per share amounts)
For the Three Months Ended
Net Income and Diluted Net Income Per Share Reconciliation
December 30, 2017 December 24, 2016
GAAP net income attributable to Central Garden & Pet
$ 26,247
$ 7,637
Gain on sale of distribution facility
⁽²⁾
—
(2,050 )
Tax effect of sale of distribution facility adjustment
—

734
Tax effect of revaluation of deferred assets
⁽¹⁾
16,343
—
Total impact on net income from non-GAAP adjustments
16,343
(1,316 )
Non-GAAP net income attributable to Central Garden & Pet
$ 9,904
$ 6,321
GAAP diluted net income per share
$ 0.50
$ 0.15
Non-GAAP diluted net income per share
$ 0.19
$ 0.12
Shares used in GAAP and non-GAAP diluted net earnings per share calculation
52,695
51,810

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.


Consolidated	GAAP to Non-GAAP Reconciliation
	For Three Months Ended March 26, 2022								For the Six Months Ended March 26, 2022
	Net sales (GAAP)			Effect of acquisition & divestitures on increase in net sales		Net sales organic			Net sales (GAAP)			Effect of acquisition & divestitures on increase in net sales		Net sales organic
	(in millions)
Q2 FY 22	$	954.4		$	51.8	$	902.6		$	1,615.8		$	121.8	$	1,494.0
Q2 FY 21	935.3			—		935.3			1,527.5			3.9		1,523.6
$ increase (decrease)	$	19.1				$	(32.7)		$	88.3				$	(29.6)
% increase (decrease)	2.0		%			(3.5)		%	5.8		%			(1.9)		%

GAAP to Non-GAAP Reconciliation
(in millions)
For the Three Months Ended December 30, 2017

Consolidated
Pet Segment

Percentage change

Percentage change

Reported net sales - Q1 FY18 (GAAP)
$ 442.0

$ 325.1

Reported net sales - Q1 FY17 (GAAP)
419.5

304.0

Increase in net sales
22.5

5.4 %
21.1

6.9 %
Effect of acquisition and divestitures on increase in net sales
17.7

4.3 %
17.7

5.8 %
Increase in organic net sales - Q1 2018
$ 4.8

1.1 %
$ 3.4

1.1 %


Pet	GAAP to Non-GAAP Reconciliation
	For Three Months Ended March 26, 2022								For the Six Months Ended March 26, 2022
	Net sales (GAAP)			Effect of acquisition & divestitures on increase in net sales		Net sales organic			Net sales (GAAP)			Effect of acquisition & divestitures on increase in net sales		Net sales organic
	(in millions)
Q2 FY 22	$	497.7		$	—	$	497.7		$	933.7		$	—	$	933.7
Q2 FY 21	492.0			—		492.0			928.4			3.9		924.5
$ increase	$	5.7				$	5.7		$	5.3				$	9.2
% increase	1.2		%			1.2		%	0.6		%			1.0		%


Garden	GAAP to Non-GAAP Reconciliation
	For Three Months Ended March 26, 2022								For the Six Months Ended March 26, 2022
	Net sales (GAAP)			Effect of acquisition & divestitures on increase in net sales		Net sales organic			Net sales (GAAP)			Effect of acquisition & divestitures on increase in net sales		Net sales organic
	(in millions)
Q2 FY 22	$	456.7		$	51.8	$	404.9		$	682.1		$	121.8	$	560.3
Q2 FY 21	443.3			—		443.3			599.1			—		599.1
$ increase (decrease)	$	13.4				$	(38.4)		$	83.0				$	(38.8)
% increase (decrease)	3.0		%			(8.7)		%	13.9		%			(6.5)		%


Adjusted EBITDA Reconciliation	GAAP to Non-GAAP Reconciliation For the Three Months Ended March 26, 2022
	Garden		Pet		Corp		Total
	(in thousands)
Net income attributable to Central Garden & Pet Company	$	—	$	—	$	—	$	69,713
Interest expense, net	—		—		—		14,702
Other expense	—		—		—		369
Income tax expense	—		—		—		21,488
Net income attributable to noncontrolling interest	—		—		—		573
Sum of items below operating income	—		—		—		37,132
Income (loss) from operations	$	70,511	$	60,645	$	(24,311)	$	106,845
Depreciation & amortization	7,719		9,539		989		18,247
Noncash stock-based compensation	—		—		6,292		6,292
Adjusted EBITDA	$	78,230	$	70,184	$	(17,030)	$	131,384

~~Results of Operations~~


Adjusted EBITDA Reconciliation	GAAP to Non-GAAP Reconciliation For the Three Months Ended March 27, 2021
	Garden		Pet		Corp		Total
	(in thousands)
Net income attributable to Central Garden & Pet Company	$	—	$	—	$	—	$	72,954
Interest expense, net	—		—		—		10,151
Other income	—		—		—		(704)
Income tax expense	—		—		—		21,564
Net income attributable to noncontrolling interest	—		—		—		645
Sum of items below operating income	—		—		—		31,656
Income (loss) from operations	$	65,962	$	62,058	$	(23,410)	$	104,610
Depreciation & amortization	8,804		8,882		1,168		18,854
Noncash stock-based compensation	—		—		5,725		5,725
Adjusted EBITDA	$	74,766	$	70,940	$	(16,517)	$	129,189

~~Three Months Ended December 30, 2017~~


Adjusted EBITDA Reconciliation	GAAP to Non-GAAP Reconciliation For the Six Months Ended March 26, 2022
	Garden		Pet		Corp		Total
	(in thousands)
Net income attributable to Central Garden & Pet Company	$	—	$	—	$	—	$	78,722
Interest expense, net	—		—		—		29,110
Other expense	—		—		—		578
Income tax expense	—		—		—		23,889
Net income attributable to noncontrolling interest	—		—		—		760
Sum of items below operating income	—		—		—		54,337
Income (loss) from operations	$	76,568	$	105,896	$	(49,405)	$	133,059
Depreciation & amortization	17,339		19,088		2,022		38,449
Noncash stock-based compensation	—		—		11,479		11,479
Adjusted EBITDA	$	93,907	$	124,984	$	(35,904)	$	182,987

~~Compared with Three Months Ended December 24, 2016~~


Adjusted EBITDA Reconciliation	GAAP to Non-GAAP Reconciliation For the Six Months Ended March 27, 2021
	Garden		Pet		Corp		Total
	(in thousands)
Net income attributable to Central Garden & Pet Company	$	—	$	—	$	—	$	78,567
Interest expense, net	—		—		—		30,920
Other income	—		—		—		(1,456)
Income tax expense	—		—		—		22,945
Net income attributable to noncontrolling interest	—		—		—		674
Sum of items below operating income	—		—		—		53,083
Income (loss) from operations	$	70,613	$	105,583	$	(44,546)	$	131,650
Depreciation & amortization	11,442		17,967		2,360		31,769
Noncash stock-based compensation	—		—		10,394		10,394
Adjusted EBITDA	$	82,055	$	123,550	$	(31,792)	$	173,813

~~Net Sales~~

Net sales for the three months ended December 30, 2017 increased $22.5 million, or 5.4%, to $442.0 million from $419.5 million for the three months ended December 24, 2016. Our branded product sales increased $17.1 million, and sales of other manufacturers’ products increased $5.4 million. Organic net sales, which excludes the impact of acquisitions and divestitures in the last 12 months, increased $4.8 million, or 1.1%, as compared to the fiscal 2016 quarter.

Pet net sales increased $21.1 million, or 6.9%, to $325.1 million for the three months ended December 30, 2017 from $304.0 million for the three months ended December 24, 2016. The increase in net sales was due primarily to sales from our acquisitions in fiscal 2017. Pet organic net sales increased 1.1%. Organic net sales growth was due primarily to increased sales in the e-commerce channel. Pet branded product sales increased $16.6 million due primarily to the two recent acquisitions and, to a lesser extent, organic net sales growth.

Garden net sales increased $1.4 million, or 1.3%, to $116.9 million for the three months ended December 30, 2017 from $115.5 million for the three months ended December 24, 2016. The net sales increase was all organic. Garden branded product sales increased $0.5 million, due primarily to increased sales in our control & fertilizer business partially offset by a decline in wild bird feed. Sales of other manufacturers’ products increased $0.9 million.

~~Gross Profit~~

Gross profit for the three months ended December 30, 2017 increased $11.2 million, or 9.2%, to $131.8 million from $120.6 million for the three months ended December 24, 2016. Gross margin increased 100 basis points to 29.8% for the three months ended December 30, 2017 from 28.8% for the three months ended December 24, 2016. Both operating segments contributed to the increase in gross profit and improved gross margin. The increase in gross margin in our Garden segment was due primarily to improved gross margins in most of our Garden segment businesses, which benefited from our cost savings initiatives, only partially offset by a decline in our wild bird feed business. The increase in our gross margin in our Pet segment was favorably impacted by our two fiscal 2017 acquisitions as their gross margins were above the Pet segment's as a whole and by improved margins.

~~Selling, General and Administrative Expenses~~

Selling, general and administrative expenses increased $8.6 million, or 8.5%, to $109.3 million for the three months ended December 30, 2017 from $100.7 million for the three months ended December 24, 2016. Increased expense in both operating segments in the quarter was partially offset by a minor decrease at Corporate. As a percentage of net sales, selling, general and administrative expenses increased to 24.7% for the three months ended December 30, 2017, compared to 24.0% in the comparable prior year quarter.

Selling and delivery expense increased $3.4 million, or 6.9%, to $53.9 million for the three months ended December 30, 2017 from $50.5 million for the three months ended December 24, 2016. The increase in selling and delivery was primarily in our Pet segment due primarily to our two recent acquisitions. Secondarily, selling and delivery expenses increased in both Pet and Garden segments due primarily to increased investment in selling and marketing activities.

Warehouse and administrative expense increased $5.2 million, or 10.4%, to $55.4 million for the quarter ended December 30, 2017 from $50.2 million for the three months ended December 24, 2016. Increased expense in the Pet segment, due primarily to the two acquisitions made in fiscal 2017, and increased expense in the Garden segment, due primarily to a $2.0 million gain from the sale of a distribution facility in the prior year quarter, was offset by a slight decrease at Corporate. 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 $2.6 million to $22.5 million for the three months ended December 30, 2017 from $19.9 million for the three months ended December 24, 2016. Increased sales of $22.5 million and an improved gross margin were partially offset by a $8.6 million increase in selling, general and administrative costs. Operating margin improved to 5.1% for the three months ended December 30, 2017 from 4.8% for the three months ended December 24, 2016 due to a 100 basis point improvement in gross margin partially offset by a 70 basis point increase in selling, general and administrative expenses as a percentage of net sales. Adjusting for the gain from the sales of

a distribution facility in the prior year quarter, selling, general and administrative expenses increased 20 basis points for the quarter ended December 30, 2017 as compared to the prior year quarter.

Pet operating income increased $2.8 million, or 8.3%, to $36.2 million for the three months ended December 30, 2017 from $33.4 million for the three months ended December 24, 2016. The increase was due to increased sales of $21.1 million and an improved gross margin, partially offset by increased selling, general and administrative expenses. Pet operating margin increased to 11.1% for the three months ended December 30, 2017 from 11.0% for the three months ended December 24, 2016 due to an improved gross margin partially offset by increased selling, general and administrative expenses as a percentage of net sales.

Garden operating income decreased $0.4 million to $2.3 million for the three months ended December 30, 2017 from $2.7 million for the three months ended December 24, 2016. Garden operating margin decreased to 2.0% for the three months ended December 30, 2017 from 2.3% for the three months ended December 24, 2016. Adjusting for the $2.0 million gain in the prior year quarter for the sale of a distribution facility, both Garden operating income and operating margin reflected improvement over the prior year quarter.

Corporate operating expense decreased $0.2 million to $16.0 million in the current year quarter from $16.2 million in the fiscal 2017 quarter due primarily to lower third party service provider expenses and legal accruals, partially offset by insurance related expenses.

~~Net Interest Expense~~

Net interest expense for the three months ended December 30, 2017 increased $0.4 million, or 5.6%, to $7.2 million from $6.8 million for the three months ended December 24, 2016. The increase in interest expense was due to higher average debt outstanding during the current year quarter. In December 2017, we issued $300 million aggregate principal amount of 5.125% senior notes due February 2028.

~~Debt outstanding on December 30, 2017 was $691.3 million compared to $395.4 million as of December 24, 2016.~~

~~Other Expense~~

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. Other expense increased $2.1 million to $3.1 million for the quarter ended December 30, 2017, from $1.0 million for the quarter ended December 24, 2016 due to losses recorded from two investments made in fiscal 2017. One of these investments, our largest joint venture investment, is seasonal in nature. As such, we expect other expense (income) to be more favorable in our second and third fiscal quarters.

~~Income Taxes~~

For the quarter ended December 30, 2017, we had an income tax benefit of $14.2 million versus income tax expense of $4.3 million and an effective tax rate of 35.8% for the quarter ended December 24, 2016.

~~Three items impacted our income tax in the quarter ended December 30, 2017:~~

•~~The revaluation of net long-term deferred tax liabilities~~

•~~A lower expected corporate federal income tax rate for three of our four quarters of our 2018 fiscal year~~

•~~The adoption of ASU 2016-09,~~ ~~Stock Compensation~~

On December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (“SAB 118”). This guidance allows registrants a “measurement period,” not to exceed one year from the date of enactment, to complete their accounting for the tax effects of the Act. Registrants should reflect adjustments over subsequent periods as they are able to refine their estimates and complete their accounting for the tax effects of the Act. We have made reasonable estimates and recorded provisional amounts within the meaning of SAB 118. In subsequent periods, but within the measurement period, we will analyze that guidance and other necessary information to refine our estimates and complete our accounting for the tax effects of the Act.

Additionally, we adopted ASU 2016-09 during the quarter ended December 30, 2017. As a result, we now record excess tax benefits resulting from stock compensation in the provision for income taxes. For the current year quarter, this resulted in a further reduction of approximately one million dollars of income tax expense.

Our federal corporate tax rate for fiscal 2018 has declined to approximately 24.5% from 35% in fiscal 2017. The effective tax rate for the quarter ended December 30, 2017 is a blended rate that reflects the estimated benefit of three quarters of federal tax rate reductions for fiscal 2018. We expect our effective tax rate to be approximately 27% in fiscal 2018, excluding the impact of discrete items which includes the revaluation of our deferred tax accounts and the adoption of ASU 2016-09, stock compensation.

Our first quarter of fiscal 2018 results include the impact of the December 2017 enactment of the Tax Reform Act which, among numerous provisions, included the reduction of the corporate federal income tax rate from 35% to 21%, effective January 1, 2018. As a result, we recorded a provisional tax benefit of ~~$16.3 million~~ ~~due to the remeasurement of our net long-term deferred tax liabilities.~~

~~Net Income and Earnings Per Share~~

~~Our net income in the first quarter of fiscal 2018 was $26.2 million, or $0.50 per diluted share, compared to $7.6 million, or $0.15 per diluted share, in the first quarter of fiscal 2017.~~

Adjusting for the provisional impact of the Tax Reform Act on our deferred tax accounts in the first quarter of fiscal 2018 and for the gain from the sale of a distribution facility in the first quarter of fiscal 2017, our net income in the first quarter of fiscal 2018 was $9.9 million, or $0.19 per diluted share, compared to $6.3 million or $0.12 per share in the first quarter of fiscal 2017.

We have adjusted for the provisional transitional impact on our deferred tax accounts of the Tax Reform Act. The adjustment does not include the ongoing impacts of the lower U.S. statutory rate on current year earnings.

The final impact of the Tax Reform Act may differ due to, among other things, changes in interpretations, assumptions made by the Company, the issuance of additional guidance, and actions the Company may take as a result of the Tax Reform Act.

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 inflation, particularly relating to grain and seed prices, fuel prices and the ingredients used in our garden controls and ~~fertilizer.~~fertilizers. 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~~In fiscal ~~years 2015 through 2017, commodity costs generally declined, but in past years~~2022, we have ~~been impacted by volatility~~continued to experience increasing inflationary pressure stemming in ~~a number of~~part from the COVID-19 operating environment, including notable increases in costs for key commodities, ~~including grass seed~~labor and ~~wild bird feed grains. We continue to monitor commodity prices in order to be in a position to take action to mitigate the impact of increasing raw material costs.~~freight.

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~~Our Garden segment’s business is highly seasonal. In fiscal ~~2017,~~2021, approximately ~~66%~~69% of our Garden segment’s net sales and ~~56%~~60% 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.~~period, which has historically more than 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 ~~primarily~~ 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 ~~66%~~69% 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.

Operating Activities

Net cash used by operating activities increased by ~~$10.9~~$151.9 million, from ~~$13.3~~$120.2 million for the ~~three~~six months ended ~~December 24, 2016,~~March 27, 2021, to ~~$24.2~~$272.1 million for the ~~three~~six months ended ~~December 30, 2017.~~March 26, 2022. The increase in cash used by operating activities was due primarily to changes in our working capital accounts for the period ended ~~December 30, 2017,~~March 26, 2022, as compared to the prior year period, ~~as the~~predominantly an increase in ~~net income~~inventory resulting from an intentional build-up in inventory due to the increased demand for our products amid the ~~three months ended December 30, 2017 was offset by the non-cash effects of the impact of the Tax Reform Act~~continuing global supply chain issues, as ~~described in Note 1.~~well as increased input costs.

Investing Activities

Net cash used in investing activities decreased ~~$51.7~~$688.2 million, from ~~$67.4~~$765.4 million for the ~~three~~six months ended ~~December 24, 2016~~March 27, 2021 to ~~$15.7~~$77.2 million during the ~~three~~six months ended ~~December 30, 2017.~~March 26, 2022. The decrease in cash used in investing activities was due primarily to ~~decreased acquisition activity~~the three acquisitions in the prior six-month period, partially offset by an increase in capital expenditures of $41.8 million in the current year compared to the prior ~~year and a decrease in capital expenditures during the current~~ year. During the first ~~fiscal~~ quarter of ~~2017,~~fiscal 2021, we acquired ~~Segrest Inc., a wholesaler of aquarium fish,~~DoMyOwn for ~~total aggregate consideration of $60~~approximately $81 million. ~~This acquisition activity was partially offset by an increase in proceeds from~~During the ~~sale of a small veterinary division and a distribution facility in our Garden segment during the first fiscal~~second quarter of ~~2017. We also had a decrease in capital expenditures of~~fiscal 2021, we acquired Hopewell Nursery on December 31, 2020 for approximately ~~$4.8~~$81 million ~~in the current year period compared to the prior year period.~~and Green Garden Products on February 11, 2021 for approximately $571 million.

Financing Activities

Net cash ~~provided~~used by financing activities increased ~~$296.5~~$293.5 million, from ~~$5.5~~$270.5 million of cash provided for the six months ended March 27, 2021, to $23.0 million of cash used for the six months ended March 26, 2022. The increase in cash used by financing activities ~~for~~during the ~~three months ended December 24, 2016, to $291.0 million of cash provided by financing activities for the three months ended December 30, 2017. The increase in cash provided by financing activities~~current year was due primarily to ~~our December 2017~~the issuance of ~~$300~~$500 million ~~aggregate principal amount 5.125%~~of our 2030 Notes in October 2020 and net borrowings under our senior ~~notes due February 2028,~~secured credit facility of $190 million in the prior year period, partially offset by ~~deferred financing~~the repayment of our 2023 Notes and the corresponding premium paid on extinguishment in November 2020, as well as debt issuance costs incurred on the issuance of the 2030 Notes. We also recommenced open market purchases of our common stock during the current year period. During the six months ended March 26, 2022, we repurchased approximately 0.4 million shares of our non-voting Class A common stock (CENTA) on the open market at an aggregate cost of approximately ~~$4.6~~$16.1 million, ~~associated with this issuance.~~or approximately $42.30 per share. During the six months ended March 27, 2021, we did not make any open market purchases of our common stock.

We expect that our principal sources of funds will be cash generated from our operations and, if necessary, borrowings under our ~~$400~~$750 million ~~asset backed loan facility.~~Amended Credit Facility. Based on our anticipated cash needs, availability under our asset backed ~~loan~~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 approximately ~~$40~~$115 million to $125 million in fiscal ~~2018.~~2022, of which we have invested approximately $75 million through March 26, 2022.

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.

Total Debt

At ~~December 30, 2017,~~March 26, 2022, our total debt outstanding was ~~$691.3~~$1,185.8 million, as compared with ~~$395.4~~$979.0 million at ~~December 24, 2016.~~March 27, 2021.

Senior Notes

Issuance of $400 million 4.125% Senior Notes due 2031

In April 2021, we issued $400 million aggregate principal amount of 4.125% senior notes due April 2031 (the "2031 Notes"). We used the net proceeds from the offering to repay all outstanding borrowings under our Amended Credit Facility, with the remainder to be used for general corporate purposes.

We incurred approximately $6 million of debt issuance costs in conjunction with this issuance, which included underwriter fees and legal, accounting and rating agency expenses. The debt issuance costs are being amortized over the term of the 2031 Notes.

The 2031 Notes require semi-annual interest payments on April 30 and October 30, which commenced October 30, 2021. The 2031 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 Amended Credit Facility. The 2031 Notes were issued in a private placement under Rule 144A and will not be registered under the Securities Act of 1933.

We may redeem some or all of the 2031 Notes at any time, at our option, prior to April 30, 2026 at the principal amount plus a "make whole" premium. At any time prior to April 30, 2024, we may also redeem, at our option, up to 40% of the notes with the proceeds of certain equity offerings at a redemption price of 104.125% of the principal amount of the notes. We may redeem some or all of the 2031 Notes at our option, at any time on or after April 30, 2026 for 102.063%, on or after April 30, 2027 for 101.375%, on or after April 30, 2028 for 100.688% and on or after April 30, 2029 for 100.0%, plus accrued and unpaid interest.

The holders of the 2031 Notes have the right to require us to repurchase all or a portion of the 2031 Notes at a purchase price equal to 101% of the principal amount of the notes repurchased, plus accrued and unpaid interest, upon the occurrence of specific kinds of changes of control.

The 2031 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 covenants as of March 26, 2022.

Issuance of $500 million 4.125% Senior Notes due 2030

In October 2020, we issued $500 million aggregate principal amount of 4.125% senior notes due October 2030 (the "2030 Notes"). In November 2020, we used a portion of the net proceeds to redeem all of our outstanding 6.125% senior notes due November 2023 (the "2023 Notes") at a redemption price of 101.531% plus accrued and unpaid interest, and to pay related fees and expenses, with the remainder for general corporate purposes.

We incurred approximately $8.0 million of debt issuance costs associated with this transaction, which included underwriter fees and legal, accounting and rating agency expenses. The debt issuance costs are being amortized over the term of the 2030 Notes.

As a result of our redemption of the 2023 Notes, we incurred a call premium payment of $6.1 million, overlapping interest expense for 30 days of approximately $1.4 million and a $2.5 million non-cash charge for the write-off of unamortized deferred financing costs related to the 2023 Notes. These amounts are included in interest expense in the condensed consolidated statements of operations.

The 2030 Notes require semiannual interest payments on October 15 and April 15. The 2030 Notes are unconditionally guaranteed on a senior basis by each of our existing and future domestic restricted subsidiaries which are borrowers under or guarantors of our senior secured revolving credit facility or guarantee our other debt.

We may redeem some or all of the 2030 Notes at any time, at our option, prior to October 15, 2025 at a price equal to 100% of the principal amount plus a “make-whole” premium. Prior to October 15, 2023, we may redeem up to 40% of the original aggregate principal amount of the notes with the proceeds of certain equity offerings at a redemption price of 104.125% of the principal amount of the notes. We may redeem some or all of the 2030 Notes, at our option, in whole or in part, at any time on or after October 15, 2025 for 102.063%, on or after October 15, 2026 for 101.375%, on or after October 15, 2027 for 100.688% and on or after October 15, 2028 for 100.0%, plus accrued and unpaid interest.

The holders of the 2030 Notes have the right to require us to repurchase all or a portion of the 2030 Notes at a purchase price equal to 101.0% of the principal amount of the notes repurchased, plus accrued and unpaid interest upon the occurrence of a change of control.

The 2030 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 covenants as of March 26, 2022.

$300 Million 5.125% Senior Notes due 2028

OnIn December ~~14,~~ 2017, we issued $300 million aggregate principal amount of 5.125% senior notes due February 2028 (the "2028 Notes"). We ~~will use~~used the net proceeds from the offering to finance ~~future~~ acquisitions and for general corporate purposes.

We incurred approximately ~~$4.6~~$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.~~1. 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~~2030 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 covenants as of March 26, 2022.

Asset-Based Loan Facility Amendment

On December ~~30, 2017.~~

~~$400 Million 6.125% Senior Notes~~

~~In November 2015,~~16, 2021, we ~~issued~~entered into a Third Amended and Restated Credit Agreement (“Amended Credit Agreement”). The Amended Credit Agreement amended and restated the previous credit agreement dated September 27, 2019 (the "Predecessor Credit Agreement"), and has been increased to provide for a $750 million principal amount senior secured asset-based revolving credit facility, with up to an additional $400 million ~~aggregate~~ principal amount available with the consent of ~~6.125% senior notes due November 2023 (the "2023 Notes"~~the Lenders, as defined, if we exercise the uncommitted accordion feature set forth therein (collectively, the “Amended Credit Facility”). InThe Amended Credit Facility matures on December ~~2015, we~~16, 2026. We may borrow, repay and reborrow amounts under the Amended Credit Facility until its maturity date, at which time all amounts outstanding under the Amended Credit Facility must be repaid in full.

The Amended Credit Facility is subject to a borrowing base that is calculated using a formula based upon eligible receivables and inventory, and at our election, eligible real property, minus certain reserves. We did not draw down any commitments under the Amended Credit Facility upon closing. Proceeds of the Amended Credit Facility will be used for general corporate purposes. Net availability under the ~~net proceeds from~~Amended Credit Facility was approximately $652 million as of March 26, 2022. The Amended Credit Facility includes a $50 million sublimit for the ~~offering, together with available cash, to redeem~~issuance of standby letters of credit and a $75 million sublimit for short-notice borrowings. As of March 26, 2022, there were no borrowings outstanding and no letters of credit outstanding under the Amended Credit Facility. There were other letters of credit of $1.3 million outstanding as of March 26, 2022.

Borrowings under the Amended Credit Facility will bear interest at an index based on LIBOR (which will not be less than 0.00%) or, at our ~~$400 million aggregate principal~~option, the Base Rate, plus, in either case, an applicable margin based on our usage under the credit facility. Base Rate is defined as the highest of (a) the Truist prime rate, (b) the Federal Funds Rate plus 0.50%, (c) one-month LIBOR plus 1.00% and (d) 0.00%. The applicable margin for LIBOR-based borrowings fluctuates between 1.00%-1.50%, and was 1.00% as of March 26, 2022, and such applicable margin for Base Rate borrowings fluctuates between 0.00%-0.50%, and was 0% as of March 26, 2022. An unused line fee shall be payable quarterly in respect of the total amount of ~~8.25% senior subordinated notes due March 1, 2018 (the "2018 Notes")~~the unutilized Lenders’ commitments and short-notice borrowings under the Amended Credit Facility. Letter of credit fees at the applicable margin on the average undrawn and unreimbursed amount of letters of credit shall be payable quarterly and a ~~price~~facing fee of ~~102.063%~~0.125% shall be payable quarterly for the stated amount of ~~the principal amount and~~each letter of credit. We are also required to pay certain fees to the administrative agent under the Amended Credit Facility. The Amended Credit Facility provides for the transition from LIBOR to SOFR and ~~expenses~~does not require an amendment in connection with such transition. As of March 26, 2022, the applicable interest rate related to Base Rate borrowings was 3.3%, and the ~~offering.~~applicable interest rate related to one-month LIBOR-based borrowings was 1.4%.

We incurred approximately ~~$6.3~~$2.4 million of debt issuance costs in conjunction with ~~these transactions,~~this transaction, which included ~~underwriter~~lender fees and legal ~~accounting and rating agency~~ expenses. The debt issuance costs are being amortized over the term of the ~~2028 Notes.~~Amended Credit Facility.

The ~~2023~~Amended Credit Facility continues to contain customary covenants, including financial covenants which require us to maintain a minimum fixed charge coverage ratio of 1:1 upon triggered quarterly testing (e.g. when availability falls below certain thresholds established in the agreement), reporting requirements and events of default. The Amended Credit Facility is secured by substantially all assets of the borrowing parties, including (i) pledges of 100% of the stock or other equity interest of each domestic subsidiary that is directly owned by such entity and (ii) 65% of the stock or other equity interest of each foreign subsidiary that is directly owned by such entity, in each case subject to customary exceptions. We were in compliance with all financial covenants under the Amended Credit Facility during the period ended March 26, 2022.

Summarized Financial Information for Guarantors and the Issuer of Guaranteed Securities

Central (the "Parent/Issuer") issued $400 million of 2031 Notes ~~require semiannual interest payments on May 15~~in April 2021, $500 million of 2030 Notes in October 2020, and ~~November 15.~~$300 million of 2028 Notes in December 2017. The ~~2023~~2031 Notes, 2030 Notes and 2028 Notes are fully and unconditionally guaranteed on a joint and several senior basis by each of our existing and future domestic restricted subsidiaries (the "Guarantors") which are ~~borrowers under or~~ guarantors of our senior secured revolving credit ~~facility.~~facility ("Credit Facility"). The ~~2023~~2031 Notes, 2030 Notes and 2028 Notes are unsecured senior obligations and are subordinated to all of our existing and future secured debt, including our Amended Credit Facility, to the extent of the value of the collateral securing such indebtedness. There are no significant restrictions on the ability of the Guarantors to make distributions to the Parent/Issuer. Certain subsidiaries and operating divisions of the Company do not guarantee the 2031, 2030 or 2028 Notes and are referred to as the Non-Guarantors.

~~We may redeem some~~The Guarantors jointly and severally, and fully and unconditionally, guarantee the payment of the principal and premium, if any, and interest on the 2031, 2030 and 2028 Notes when due, whether at stated maturity of the 2031, 2030 and 2028 Notes, by acceleration, call for redemption or otherwise, and all other obligations of the Company to the holders of the 2031, 2030 and 2028 Notes and to the trustee under the indenture governing the 2031, 2030 and 2028 Notes (the "Guarantee"). The Guarantees are senior unsecured obligations of each Guarantor and are of equal rank with all other existing and future senior indebtedness of the Guarantors.

The obligations of each Guarantor under its Guarantee shall be limited to the maximum amount as well, after giving effect to all other contingent and fixed liabilities of such Guarantor and to any collections from or payments made by or on behalf of any other Guarantor in

respect of the obligations of such Guarantor under the guarantee not constituting a fraudulent conveyance or fraudulent transfer under Federal or state law.

The Guarantee of a Guarantor will be released:

(1) upon any sale or other disposition of all or substantially all of the ~~2023 Notes at~~assets of that Guarantor (including by way of merger or consolidation), in accordance with the governing indentures, to any ~~time, at our~~person other than the Company;

(2) if such Guarantor merges with and into the Company, with the Company surviving such merger;

(3) if the Guarantor is designated as an Unrestricted Subsidiary; or

(4) if the Company exercises its legal defeasance option ~~prior~~or covenant defeasance option or the discharge of the Company's obligations under the indentures in accordance with the terms of the indentures.

The following tables present summarized financial information of the Parent/Issuer subsidiaries and the Guarantor subsidiaries. All intercompany balances and transactions between subsidiaries under Parent/Issuer and subsidiaries under the Guarantor have been eliminated. The information presented below excludes eliminations necessary to ~~November 15, 2018~~arrive at the ~~principal amount plus~~information on a ~~“make whole” premium. At any time prior~~consolidated basis. In presenting the summarized financial statements, the equity method of accounting has been applied to ~~November 15, 2018, we may also redeem, at our option, up to 35%~~the Parent/Issuer's interests in the Guarantor Subsidiaries. The summarized information excludes financial information of the original aggregate principal amount of the notes with the proceeds of certain equity offerings at a redemption price of 106.125% of the principal amount of the notes. We may redeem some or all of the 2023 Notes, at our option, at any time on or after November 15, 2018 for 104.594%, on or after November 15, 2019 for 103.063%, on or after November 15, 2020 for 101.531%Non-Guarantors, including earnings from and ~~on or after November 15, 2021 for 100%, plus accrued and unpaid interest.~~investments in these entities.

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 covenants as of December 30, 2017.


Summarized Statements of Operations
	Six Months Ended				Fiscal Year Ended
	March 26, 2022				September 25, 2021
	Parent/Issuer		Guarantors		Parent/Issuer		Guarantors
	(in thousands)
Net sales	$	420,651	$	1,102,518	$	908,599	$	2,142,925
Gross profit	$	97,911	$	360,871	$	205,837	$	686,332
Income (loss) from operations	$	1,069	$	135,416	$	4,382	$	229,961
Equity in earnings of Guarantor subsidiaries	$	104,201	$	—	$	183,122	$	—
Net income (loss)	$	(21,444)	$	104,201	$	(45,596)	$	183,122

~~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 December 30, 2017, there were no borrowings outstanding and no letters of credit outstanding under the Credit Facility. There were other letters of credit of $1.8 million outstanding as of December 30, 2017.


Summarized Balance Sheet Information
	As of				As of
	March 26, 2022				September 25, 2021
	Parent/Issuer		Guarantors		Parent/Issuer		Guarantors
	(in thousands)
Current assets	$	384,477	$	1,039,326	$	670,030	$	733,132
Intercompany receivable from Non-guarantor subsidiaries	313,617		61,022		229,795		61,633
Other assets	3,033,967		2,300,322		2,896,162		2,399,165
Total assets	$	3,732,061	$	3,400,670	$	3,795,987	$	3,193,930

Current liabilities	$	186,059	$	326,475	$	185,996	$	298,039
Long-term debt	1,184,959		—		1,184,024		—
Other liabilities	1,294,010		221,451		1,272,798		151,011
Total liabilities	$	2,665,028	$	547,926	$	2,642,818	$	449,050

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.

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 December 30, 2017.

~~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 30, 2017 regarding off-balance sheet arrangements.~~

Contractual Obligations

~~Except for the issuance of our 2028 Notes, there~~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 ~~30, 2017.~~25, 2021.

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 ~~30, 2017.~~25, 2021.


~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~

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~~10-K for the fiscal year ended September ~~30, 2017.~~25, 2021.


~~Item 4.~~	Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and ~~Procedures~~. 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 ~~December 30, 2017.~~March 26, 2022.

(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 ~~first~~second quarter of fiscal ~~2018. Based on that evaluation, management concluded that there has been~~2022. There were no ~~change~~changes in our internal control over financial reporting during the ~~first~~second quarter of fiscal ~~2018~~2022 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~~

Item 1. Legal Proceedings

In 2012, Nite Glow Industries, Inc and its owner, Marni Markell, (“Nite Glow”) filed suit in the U.S. District Court for New Jersey against the Company alleging that the applicator developed and used by the Company for certain of its branded topical flea and tick products infringes a patent held by Nite Glow and asserted related claims for breach of contract and misappropriation of confidential information based on the terms of a Non-Disclosure Agreement. On June 27, 2018, a jury returned a verdict in favor of Nite Glow on each of the three claims and awarded damages of approximately $12.6 million. The court ruled on post-trial motions in early June 2020, reducing the judgment amount to $12.4 million and denying the plaintiff's request for attorneys' fees. The Company filed its notice of appeal and the plaintiffs cross-appealed. On July 14, 2021, the Federal Circuit Court of Appeals issued its decision on the appeal. The Federal Circuit concluded that the Company did not infringe plaintiff's patent and determined that the breach of contract claim raised no non-duplicative damages and should be dismissed. The court affirmed the jury's liability verdict on the misappropriation of confidential information claim but ordered a new trial on damages on that single claim limited to the "head start" benefit, if any, generated by the confidential information. The Company intends to vigorously pursue its defenses in the future proceedings and believes that it will prevail on the merits as to the head start damages issue. While the Company believes that the ultimate resolution of this matter will not have a material impact on the Company's consolidated financial statements, the outcome of litigation is inherently uncertain and the final resolution of this matter may result in expense to the Company in excess of management's expectations.

From time to time, we are involved in certain legal proceedings in the ordinary course of business. ~~Currently,~~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~~

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 ~~30, 2017.~~25, 2021.


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

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 ~~December 30, 2017~~March 26, 2022 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)(2)
December 26, 2021 - January 29 2022	52,558	(2) (3)	$	41.94	47,340	$	100,000,000
January 30, 2022 - February 26, 2022	107,916	(3)	$	41.75	92,521	$	100,000,000
February 27, 2022 - March 26, 2022	88,525	(2) (3)	$	41.21	87,401	$	100,000,000
Total	248,999		$	41.60	227,262	$	100,000,000	(4)

(1)During the fourth quarter of fiscal 2019, our Board of Directors authorized a $100 million share repurchase program, (the "2019 Repurchase Authorization"). The 2019 Repurchase Authorization has no fixed 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 that restrict our ability to repurchase our stock. As of March 26, 2022, we had $100 million of authorization remaining under our 2019 Repurchase Authorization.

(2)In February 2019, our Board of Directors authorized us to make supplemental stock purchases to minimize dilution resulting from issuances under our equity compensation plans (the "Equity Dilution Authorization"). In addition to our regular share repurchase program, we are permitted to purchase annually a number of shares equal to the number of shares of restricted stock and stock options granted in the prior fiscal year, to the extent not already repurchased, and the current fiscal year. The Equity Dilution Authorization has no fixed expiration date and expires when the Board withdraws its authorization.

(3)Shares purchased during the period indicated represent withholding of a portion of shares to cover taxes in connection with the vesting of restricted stock and do not reduce the dollar value of shares that may be purchased under our stock repurchase plan.

(4)Excludes 1.1 million shares remaining under our Equity Dilution Authorization as of March 26, 2022.

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)
October 1, 2017 - November 4, 2017 —

⁽²⁾
$ —
—
$ 34,968,000
November 5, 2017 - December 2, 2017 10,240

⁽²⁾
$ 37.89
—
$ 34,968,000
December 3, 2017 - December 30, 2017 52,252

⁽²⁾
$ 38.46
—
$ 34,968,000
Total 62,492
$ 38.36
—
$ 34,968,000

~~(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.~~


~~Item 3.~~	~~Defaults Upon Senior Securities~~

Item 3. Defaults Upon Senior Securities

Not applicable


~~Item 4.~~	~~Mine Safety Disclosures~~

Item 4. Mine Safety Disclosures

Not applicable


~~Item 5.~~	~~Other Information~~

Item 5. Other Information

Not applicable



~~Item 6.~~	~~Exhibits~~

~~4.1~~	Seventh Supplemental Indenture, dated as of December 14, 2017, by and among the Company, certain guarantors named therein and Wells Fargo Bank National Association, as trustee, relating to the 5.125% Senior Notes due 2028. (Incorporated by reference to the Registrant's Form 8-K filed December 14, 2017)

~~4.2~~	Eighth Supplemental Indenture, dated as of December 14, 2017, by and among the Company, certain guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 6.125% Senior Notes due 2023. (Incorporated by reference to the Registrant's Form 8-K filed December 14, 2017)

~~31.1~~	~~Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~31.2~~	~~Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~32.1~~	~~Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350.~~

~~32.2~~	~~Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.~~

~~101.INS~~	~~XBRL Instance 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~~

Item 6.

Exhibits

Incorporated by Reference

Exhibit Number

Exhibit

Form

File No.

Exhibit

Filing Date

Filed Herewith

Filed, Not Furnished

3.1

Amended and Restated By-Laws of Central Garden & Pet Company dated as of March 31, 2022

8-K

001-33268

3.1

04/01/2022

10.1*

Form of Central Garden & Pet Company 2003 Omnibus Equity Incentive Plan Performance Unit Agreement.

8-K

001-33268

10.1

02/09/2022

10.2*

Modification and Extension of Employment Agreement dated as of March 1, 2022, between the Company and Brooks M. Pennington III.

List of Guarantor Subsidiaries

31.1

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350.

32.2

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.

101

The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 26, 2022, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Cash Flows, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Balance Sheets, and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

104

The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended March 26, 2022, formatted in Inline XBRL (included as Exhibit 101)

Management contract or compensatory plan or arrangement

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

			~~CENTRAL GARDEN & PET COMPANY~~Dated: May 5, 2022
			~~Registrant~~
			/s/ TIMOTHY P. COFER
			~~Dated: February 8, 2018~~Timothy P. Cofer

	~~/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)



Delaware						68-0275553
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)



			Common Stock Outstanding as of ~~February 1, 2018~~April 29, 2022			~~12,160,023~~11,335,658
			Class A Common Stock Outstanding as of ~~February 1, 2018~~April 29, 2022			~~38,070,180~~42,130,341
			Class B Stock Outstanding as of ~~February 1, 2018~~April 29, 2022			~~1,652,262~~1,612,374


	December 30, 2017			December 24, 2016			September 30, 2017				March 26, 2022		March 27, 2021		September 25, 2021
ASSETS										ASSETS
Current assets:										Current assets:
Cash and cash equivalents	$	283,466		$	6,581		$	32,397		Cash and cash equivalents	$	54,082	$	39,869	$	426,422
Restricted cash	12,419			10,981			12,645			Restricted cash	12,676		12,612		13,100
Accounts receivable (less allowance for doubtful accounts of $20,481, $22,157 and $21,436)	235,075			192,224			237,868
Inventories	440,421			430,171			382,101
Accounts receivable (less allowances of $28,234, $29,784 and $29,219)										Accounts receivable (less allowances of $28,234, $29,784 and $29,219)	619,629		636,466		385,384
Inventories, net										Inventories, net	888,051		672,901		685,237
Prepaid expenses and other	22,519			22,399			18,045			Prepaid expenses and other	49,449		45,339		33,514
Total current assets	993,900			662,356			683,056			Total current assets	1,623,887		1,407,187		1,543,657
Land, buildings, improvements and equipment—net	179,230			169,836			180,913
Plant, property and equipment, net										Plant, property and equipment, net	384,940		295,769		328,571
Goodwill	256,275			230,385			256,275			Goodwill	511,973		289,955		369,391
Other intangible assets—net	113,726			92,851			116,067
Other intangible assets, net										Other intangible assets, net	499,251		128,229		134,431
Operating lease right-of-use assets										Operating lease right-of-use assets	204,148		135,552		165,602
Other assets	74,221			61,326			70,595			Other assets	125,059		590,410		575,028
Total	$	1,617,352		$	1,216,754		$	1,306,906		Total	$	3,349,258	$	2,847,102	$	3,116,680
LIABILITIES AND EQUITY										LIABILITIES AND EQUITY
Current liabilities:										Current liabilities:
Accounts payable	$	124,583		$	135,237		$	103,283		Accounts payable	$	297,194	$	278,969	$	245,542
Accrued expenses	100,004			94,494			116,549			Accrued expenses	228,412		217,117		234,965
Current lease liabilities										Current lease liabilities	44,765		40,586		40,731
Current portion of long-term debt	372			397			375			Current portion of long-term debt	378		91		1,081
Total current liabilities	224,959			230,128			220,207			Total current liabilities	570,749		536,763		522,319
Long-term debt	690,964			395,011			395,278			Long-term debt	1,185,456		978,887		1,184,683
Deferred taxes and other long-term obligations	39,478			31,659			54,279
Long-term lease liabilities										Long-term lease liabilities	165,446		99,840		130,125
Deferred income taxes and other long-term obligations										Deferred income taxes and other long-term obligations	133,274		70,033		56,012
Equity:										Equity:
Common stock, 12,160,023, 11,998,472, and 12,160,023 shares outstanding at December 30, 2017, December 24, 2016 and September 30, 2017	122			120			122
Class A common stock, $0.01 par value: 38,029,367, 37,558,042 and 38,019,736 shares outstanding at December 30, 2017, December 24, 2016 and September 30, 2017	380			375			380
Class B stock, $0.01 par value: 1,652,262 shares outstanding	16			16			16
Common stock, $0.01 par value: 11,335,658, 11,336,358 and 11,335,658 shares outstanding at March 26, 2022, March 27, 2021 and September 25, 2021										Common stock, $0.01 par value: 11,335,658, 11,336,358 and 11,335,658 shares outstanding at March 26, 2022, March 27, 2021 and September 25, 2021	113		113		113
Class A common stock, $0.01 par value: 42,228,533, 42,643,315 and 42,282,922 shares outstanding at March 26, 2022, March 27, 2021 and September 25, 2021										Class A common stock, $0.01 par value: 42,228,533, 42,643,315 and 42,282,922 shares outstanding at March 26, 2022, March 27, 2021 and September 25, 2021	422		427		423
Class B stock, $0.01 par value: 1,612,374, 1,612,374 and 1,612,374 shares outstanding at March 26, 2022, March 27, 2021 and September 25, 2021										Class B stock, $0.01 par value: 1,612,374, 1,612,374 and 1,612,374 shares outstanding at March 26, 2022, March 27, 2021 and September 25, 2021	16		16		16
Additional paid-in capital	396,702			392,402			396,790			Additional paid-in capital	580,555		572,815		576,446
Accumulated earnings	265,576			168,138			239,329
Retained earnings										Retained earnings	712,683		589,348		646,082
Accumulated other comprehensive loss	(907		)	(1,802		)	(951		)	Accumulated other comprehensive loss	(703)		(2,153)		(831)
Total Central Garden & Pet Company shareholders’ equity	661,889			559,249			635,686			Total Central Garden & Pet Company shareholders’ equity	1,293,086		1,160,566		1,222,249
Noncontrolling interest	62			707			1,456			Noncontrolling interest	1,247		1,013		1,292
Total equity	661,951			559,956			637,142			Total equity	1,294,333		1,161,579		1,223,541
Total	$	1,617,352		$	1,216,754		$	1,306,906		Total	$	3,349,258	$	2,847,102	$	3,116,680



	Three Months Ended
	December 30, 2017			December 24, 2016
Net sales	$	442,011		$	419,498
Cost of goods sold and occupancy	310,174			298,820
Gross profit	131,837			120,678
Selling, general and administrative expenses	109,316			100,740
Operating income	22,521			19,938
Interest expense	(7,405		)	(6,873		)
Interest income	187			38
Other expense	(3,089		)	(967		)
Income before income taxes and noncontrolling interest	12,214			12,136
Income tax (benefit) expense	(14,236		)	4,347
Income including noncontrolling interest	26,450			7,789
Net income attributable to noncontrolling interest	203			152
Net income attributable to Central Garden & Pet Company	$	26,247		$	7,637
Net income per share attributable to Central Garden & Pet Company:
Basic	$	0.52		$	0.15
Diluted	$	0.50		$	0.15
Weighted average shares used in the computation of net income per share:
Basic	50,730			49,665
Diluted	52,695			51,810


	Three Months Ended				Six Months Ended
	March 26, 2022		March 27, 2021		March 26, 2022		March 27, 2021
Net sales	$	954,370	$	935,252	$	1,615,768	$	1,527,482
Cost of goods sold	667,578		662,851		1,130,780		1,089,662
Gross profit	286,792		272,401		484,988		437,820
Selling, general and administrative expenses	179,947		167,791		351,929		306,170
Operating income	106,845		104,610		133,059		131,650
Interest expense	(14,729)		(10,222)		(29,211)		(31,197)
Interest income	27		71		101		277
Other income (expense)	(369)		704		(578)		1,456
Income before income taxes and noncontrolling interest	91,774		95,163		103,371		102,186
Income tax expense	21,488		21,564		23,889		22,945
Income including noncontrolling interest	70,286		73,599		79,482		79,241
Net income attributable to noncontrolling interest	573		645		760		674
Net income attributable to Central Garden & Pet Company	$	69,713	$	72,954	$	78,722	$	78,567
Net income per share attributable to Central Garden & Pet Company:
Basic	$	1.30	$	1.35	$	1.47	$	1.46
Diluted	$	1.27	$	1.32	$	1.44	$	1.43
Weighted average shares used in the computation of net income per share:
Basic	53,458		53,851		53,475		53,805
Diluted	54,722		55,156		54,818		54,930



ý☑			QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



¨☐			TRANSITION REPORT PURSUANT OF SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

PART I. FINANCIAL INFORMATION

		~~PART I. FINANCIAL INFORMATION~~

Item 1.	Financial Statements (Unaudited):
		Condensed Consolidated Balance Sheets as of ~~December 30, 2017, December 24, 2016~~March 26, 2022, March 27, 2021 and September ~~30, 2017~~25, 2021	4
		Condensed Consolidated Statements of Operations Three and Six Months Ended ~~December 30, 2017~~March 26, 2022 and ~~December 24, 2016~~March 27, 2021	5
		Condensed Consolidated Statements of Comprehensive Income Three and Six Months Ended ~~December 30, 2017~~March 26, 2022 and ~~December 24, 2016~~March 27, 2021	6
		Condensed Consolidated Statements of Cash Flows ~~Three~~Six Months Ended ~~December 30, 2017~~March 26, 2022 and ~~December 24, 2016~~March 27, 2021	7
		Notes to Condensed Consolidated Financial Statements	8
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	2723
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	3537
Item 4.		Controls and Procedures	3537

PART II. OTHER INFORMATION

Item 1.		Legal Proceedings	3537
Item 1A.		Risk Factors	3638
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	3638
Item 3.		Defaults Upon Senior Securities	3638
Item 4.		Mine Safety Disclosures	3638
Item 5.		Other Information	3638
Item 6.		Exhibits	3739


	Level 1		Level 2		Level 3		Total
	(in thousands)
Liabilities:
Liability for contingent consideration (a)	$	—	$	—	$	1,481	$	1,481
Total liabilities	$	—	$	—	$	1,481	$	1,481



	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	(192		)
Performance-based payments	(93		)
Balance December 30, 2017	$	9,058

	Amount
Balance September 24, 2016	$	5,113
Estimated contingent performance-based consideration established at the time of acquisition	(860		)
Changes in the fair value of contingent performance-based payments established at the time of acquisition	—
Balance December 24, 2016	$	4,253


	Amounts Previously Recognized as of Acquisition Date (1)		Measurement Period Adjustments		Amounts Recognized as of Acquisition Date (as Adjusted)
	(in thousands)
Current assets, net of cash and cash equivalents acquired	$	118,421	$	31,826	$	150,247
Fixed assets	2,340		—		2,340
Goodwill	—		142,356		142,356
Other intangible assets, net	—		392,929		392,929
Other assets	487,420		(487,259)		161
Operating lease right-of-use assets	14,577		—		14,577
Current liabilities	(26,507)		—		(26,507)
Long-term lease liabilities	(10,912)		—		(10,912)
Deferred income taxes and other long-term obligations	(14,829)		(79,852)		(94,681)
Net assets acquired, less cash and cash equivalents	$	570,510	$	—	$	570,510



	December 30, 2017		December 24, 2016		September 30, 2017
Raw materials	$	120,710	$	125,324	$	116,591
Work in progress	13,778		21,024		16,394
Finished goods	291,812		273,730		241,420
Supplies	14,121		10,093		7,696
Total inventories, net	$	440,421	$	430,171	$	382,101



	Three Months Ended
	December 24, 2016
	Income		Shares	Per Share
Basic EPS:
Net income available to common shareholders	$	7,637	49,665	$	0.15
Effect of dilutive securities:
Options to purchase common stock			1,356	—
Restricted shares			789	—
Diluted EPS:
Net income available to common shareholders	$	7,637	51,810	$	0.15


	Three Months Ended March 26, 2022						Six Months Ended March 26, 2022
	Pet Segment		Garden Segment		Total		Pet Segment		Garden Segment		Total
	(in millions)						(in millions)
Other pet products	$	223.7	$	—	$	223.7	$	377.4	$	—	$	377.4
Dog and cat products	129.3		—		129.3		274.2		—		274.2
Other manufacturers' products	98.5		95.4		193.9		203.0		144.8		347.8
Wild bird products	46.1		72.8		118.9		79.0		127.5		206.5

Other garden supplies	—		288.5		288.5		—		409.8		409.8
Total	$	497.6	$	456.7	$	954.3	$	933.6	$	682.1	$	1,615.7


	Three Months Ended March 27, 2021						Six Months Ended March 27, 2021
	Pet Segment		Garden Segment		Total		Pet Segment		Garden Segment		Total
	(in millions)						(in millions)
Other pet products	$	212.1	$	—	$	212.1	$	360.4	$	—	$	360.4
Dog and cat products	133.3		—		133.3		284.7		—		284.7
Other manufacturers' products	99.2		89.2		188.4		197.9		148.9		346.8
Wild bird products	47.4		44.0		91.4		85.4		74.6		160.0

Other garden supplies	—		310.1		310.1		—		375.6		375.6
Total	$	492.0	$	443.3	$	935.3	$	928.4	$	599.1	$	1,527.5


1.	~~Basis of Presentation~~


2.	~~Fair Value Measurements~~


3.	~~Acquisitions~~


4.	~~Inventories, net~~


~~12.~~	~~Consolidating Condensed Financial Information of Guarantor Subsidiaries~~



	CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
	Three Months Ended December 30, 2017
	(in thousands)
	Parent			Non- Guarantor Subsidiaries			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	159,061		$	13,743		$	286,424		$	(17,217	)	$	442,011
Cost of goods sold and occupancy	125,479			11,816			189,051			(16,172		)	310,174
Gross profit	33,582			1,927			97,373			(1,045		)	131,837
Selling, general and administrative expenses	36,639			3,905			69,817			(1,045		)	109,316
Operating income (loss)	(3,057		)	(1,978		)	27,556			—			22,521
Interest expense	(7,385		)	(16		)	(4		)	—			(7,405		)
Interest income	186			1			—			—			187
Other (expense) income	(2,918		)	54			(225		)	—			(3,089		)
Income (loss) before taxes and equity in earnings (losses) of affiliates	(13,174		)	(1,939		)	27,327			—			12,214
Income tax expense (benefit)	14,425			1,282			(29,943		)	—			(14,236		)
Equity in earnings (losses) of affiliates	53,846			—			(2,900		)	(50,946		)	—
Net income (loss) including noncontrolling interest	26,247			(3,221		)	54,370			(50,946		)	26,450
Net income attributable to noncontrolling interest	—			203			—			—			203
Net income (loss) attributable to Central Garden & Pet Company	$	26,247		$	(3,424	)	$	54,370		$	(50,946	)	$	26,247



	CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
	Three Months Ended December 24, 2016
	(in thousands)
	Parent			Non- Guarantor Subsidiaries			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	155,518		$	14,024		$	266,438		$	(16,482	)	$	419,498
Cost of goods sold and occupancy	121,136			11,678			181,440			(15,434		)	298,820
Gross profit	34,382			2,346			84,998			(1,048		)	120,678
Selling, general and administrative expenses	35,965			3,664			62,159			(1,048		)	100,740
Operating income (loss)	(1,583		)	(1,318		)	22,839			—			19,938
Interest expense	(6,851		)	(17		)	(5		)	—			(6,873		)
Interest income	38			—			—			—			38
Other expense	(603		)	(193		)	(171		)	—			(967		)
Income (loss) before taxes and equity in earnings (losses) of affiliates	(8,999		)	(1,528		)	22,663			—			12,136
Income tax expense (benefit)	(3,192		)	(411		)	7,950			—			4,347
Equity in earnings (losses) of affiliates	13,444			—			(811		)	(12,633		)	—
Net income (loss) including noncontrolling interest	7,637			(1,117		)	13,902			(12,633		)	7,789
Net income attributable to noncontrolling interest	—			152			—			—			152
Net income (loss) attributable to Central Garden & Pet Company	$	7,637		$	(1,269	)	$	13,902		$	(12,633	)	$	7,637



	CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
	Three Months Ended December 30, 2017
	(in thousands)
	Parent		Non- Guarantor Subsidiaries			Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	26,247	$	(3,221	)	$	54,370		$	(50,946	)	$	26,450
Other comprehensive income (loss):
Foreign currency translation	44		43			(16		)	(27		)	44
Total comprehensive income (loss)	26,291		(3,178		)	54,354			(50,973		)	26,494
Comprehensive income attributable to noncontrolling interests	—		203			—			—			203
Comprehensive income (loss) attributable to Central Garden & Pet Company	$	26,291	$	(3,381	)	$	54,354		$	(50,973	)	$	26,291



	CONSOLIDATING CONDENSED BALANCE SHEET
	December 30, 2017
	(in thousands)
	Parent		Non- Guarantor Subsidiaries			Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	277,608	$	5,858		$	—	$	—		$	283,466
Restricted cash	12,419		—			—		—			12,419
Accounts receivable, net	89,039		5,617			140,419		—			235,075
Inventories	141,788		12,723			285,910		—			440,421
Prepaid expenses and other	6,645		1,059			14,815		—			22,519
Total current assets	527,499		25,257			441,144		—			993,900
Land, buildings, improvements and equipment, net	35,972		4,180			139,078		—			179,230
Goodwill	15,058		—			241,217		—			256,275
Other long-term assets	55,752		2,032			143,741		(13,578		)	187,947
Intercompany receivable	38,956		—			677,979		(716,935		)	—
Investment in subsidiaries	1,437,506		—			—		(1,437,506		)	—
Total	$	2,110,743	$	31,469		$	1,643,159	$	(2,168,019	)	$	1,617,352
LIABILITIES AND EQUITY
Accounts payable	$	40,775	$	9,241		$	74,567	$	—		$	124,583
Accrued expenses	45,973		2,313			51,718		—			100,004
Current portion of long-term debt	—		—			372		—			372
Total current liabilities	86,748		11,554			126,657		—			224,959
Long-term debt	690,839		—			125		—			690,964
Intercompany payable	663,241		53,694			—		(716,935		)	—
Losses in excess of investment in subsidiaries	—		—			29,069		(29,069		)	—
Other long-term obligations	8,026		—			45,030		(13,578		)	39,478
Total Central Garden & Pet shareholders’ equity (deficit)	661,889		(33,841		)	1,442,278		(1,408,437		)	661,889
Noncontrolling interest	—		62			—		—			62
Total equity (deficit)	661,889		(33,779		)	1,442,278		(1,408,437		)	661,951
Total	$	2,110,743	$	31,469		$	1,643,159	$	(2,168,019	)	$	1,617,352



	CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
	Three Months Ended December 30, 2017
	(in thousands)
	Parent			Non- Guarantor Subsidiaries			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided (used) by operating activities	$	(38,709	)	$	(105	)	$	20,988		$	(6,387	)	$	(24,213	)
Additions to property and equipment	(1,608		)	(83		)	(6,495		)				(8,186		)
Change in restricted cash and cash equivalents	226			—						—			226
Investments	(6,555		)	—						—			(6,555		)
Other investing activities	(1,200		)	—			—			—			(1,200		)
Intercompany investing activities	(2,351		)	—			(15,842		)	18,193			—
Net cash used by investing activities	(11,488		)	(83		)	(22,337		)	18,193			(15,715		)
Repayments on revolving line of credit	(23,000		)	—			—			—			(23,000		)
Borrowings under revolving line of credit	23,000			—			—			—			23,000
Issuance of long-term debt	300,000			—			—			—			300,000
Repayments under long-term debt	—			—			(7		)	—			(7		)
Payment of financing costs	(4,558		)	—			—			—			(4,558		)
Repurchase of common stock	(2,768		)	—			—			—			(2,768		)
Distribution to parent				(6,387		)	—			6,387			—
Distribution to noncontrolling interest				(1,597		)	—			—			(1,597		)
Payment of contingent consideration liability				—			(93		)	—			(93		)
Intercompany financing activities	15,833			2,360						(18,193		)	—
Net cash provided (used) by financing activities	308,507			(5,624		)	(100		)	(11,806		)	290,977
Effect of exchange rate changes on cash and cash equivalents	60			(23		)	(17		)	—			20
Net increase (decrease) in cash and cash equivalents	258,370			(5,835		)	(1,466		)	—			251,069
Cash and cash equivalents at beginning of period	19,238			11,693			1,466			—			32,397
Cash and cash equivalents at end of period	$	277,608		$	5,858		$	—		$	—		$	283,466


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



Operating Income Reconciliation		GAAP to Non-GAAP Reconciliation (in thousands) For the Three Months Ended
		Consolidated						Garden
		December 30, 2017			December 24, 2016			December 30, 2017			December 24, 2016
GAAP operating income		$	22,521		$	19,938		$	2,300		$	2,676
Gain on sale of distribution facility	⁽²⁾	—			(2,050		)	—			(2,050		)
Non-GAAP operating income		$	22,521		$	17,888		$	2,300		$	626
GAAP operating margin		5.1		%	4.8		%	2.0		%	2.3		%
Non-GAAP operating margin		5.1		%	4.3		%	2.0		%	0.5		%



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)
October 1, 2017 - November 4, 2017	—	⁽²⁾	$	—	—	$	34,968,000
November 5, 2017 - December 2, 2017	10,240	⁽²⁾	$	37.89	—	$	34,968,000
December 3, 2017 - December 30, 2017	52,252	⁽²⁾	$	38.46	—	$	34,968,000
Total	62,492		$	38.36	—	$	34,968,000