Cover Page
Cover Page - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 26, 2020 | Nov. 13, 2020 | Mar. 28, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Sep. 26, 2020 | ||
Current Fiscal Year End Date | --09-26 | ||
Document Transition Report | false | ||
Entity File Number | 1-33268 | ||
Entity Registrant Name | CENTRAL GARDEN & PET COMPANY | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 68-0275553 | ||
Entity Address, Address Line One | 1340 Treat Boulevard | ||
Entity Address, Address Line Two | Suite 600 | ||
Entity Address, City or Town | Walnut Creek | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94597 | ||
City Area Code | 925 | ||
Local Phone Number | 948-4000 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Documents Incorporated by Reference | Definitive Proxy Statement for the Company’s 2021 Annual Meeting of Stockholders – Part III of this Form 10-K | ||
Amendment Flag | false | ||
Entity Central Index Key | 0000887733 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Common stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | CENT | ||
Security Exchange Name | NASDAQ | ||
Entity Public Float | $ 250,600 | ||
Entity Common Stock, Shares Outstanding | 11,336,358 | ||
Class A common stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A Common Stock | ||
Trading Symbol | CENTA | ||
Security Exchange Name | NASDAQ | ||
Entity Public Float | 950,400 | ||
Entity Common Stock, Shares Outstanding | 41,893,974 | ||
Class B stock | |||
Document Information [Line Items] | |||
Entity Public Float | $ 50,000 | ||
Entity Common Stock, Shares Outstanding | 1,612,374 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 26, 2020 | Sep. 28, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 652,712 | $ 497,749 |
Restricted cash | 13,685 | 12,952 |
Accounts receivable, net | 391,773 | 300,135 |
Inventories, net | 439,615 | 466,197 |
Prepaid expenses and other | 27,498 | 30,160 |
Total current assets | 1,525,283 | 1,307,193 |
Plant, property and equipment, net | 244,667 | 245,405 |
Goodwill | 289,955 | 286,077 |
Other intangible assets, net | 134,924 | 146,137 |
Operating lease right-of-use assets | 115,882 | |
Other assets | 28,653 | 40,208 |
Total | 2,339,364 | 2,025,020 |
Current liabilities: | ||
Accounts payable | 205,234 | 149,246 |
Accrued expenses | 201,436 | 129,166 |
Current lease liabilities | 33,495 | |
Current portion of long-term debt | 97 | 113 |
Total current liabilities | 440,262 | 278,525 |
Long-term debt | 693,956 | 693,037 |
Non-current lease liabilities | 86,516 | |
Deferred income taxes and other long-term obligations | 40,956 | 57,281 |
Commitments and contingencies (Note 12) | ||
Equity: | ||
Additional paid-in capital | 566,883 | 575,380 |
Retained earnings | 510,781 | 421,742 |
Accumulated other comprehensive loss | (1,409) | (1,676) |
Total Central Garden & Pet shareholders’ equity | 1,076,803 | 996,007 |
Noncontrolling interest | 871 | 170 |
Total equity | 1,077,674 | 996,177 |
Total | 2,339,364 | 2,025,020 |
Common stock | ||
Equity: | ||
Common stock | 113 | 115 |
Class A common stock | ||
Equity: | ||
Common stock | 419 | 430 |
Class B stock | ||
Equity: | ||
Common stock | $ 16 | $ 16 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | |
Income Statement [Abstract] | |||
Net sales | $ 2,695,509 | $ 2,383,010 | $ 2,215,362 |
Cost of goods sold and occupancy | 1,898,951 | 1,678,969 | 1,539,986 |
Gross profit | 796,558 | 704,041 | 675,376 |
Selling, general and administrative expenses | 598,581 | 551,973 | 508,040 |
Operating income | 197,977 | 152,068 | 167,336 |
Interest expense | (44,016) | (42,614) | (39,196) |
Interest income | 4,027 | 9,554 | 3,145 |
Other (expense) income, net | (4,250) | 243 | (3,860) |
Income before income taxes and noncontrolling interest | 153,738 | 119,251 | 127,425 |
Income tax expense | 32,218 | 26,604 | 3,305 |
Net income including noncontrolling interest | 121,520 | 92,647 | 124,120 |
Net income (loss) attributable to noncontrolling interest | 844 | (139) | 526 |
Net income attributable to Central Garden & Pet Company | $ 120,676 | $ 92,786 | $ 123,594 |
Net income per share attributable to Central Garden & Pet Company: | |||
Basic (in usd per share) | $ 2.23 | $ 1.63 | $ 2.39 |
Diluted (in usd per share) | $ 2.20 | $ 1.61 | $ 2.32 |
Weighted average shares used in the computation of net income per share: | |||
Basic (in shares) | 54,008 | 56,770 | 51,716 |
Diluted (in shares) | 54,738 | 57,611 | 53,341 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 121,520 | $ 92,647 | $ 124,120 |
Other comprehensive income (loss): | |||
Foreign currency translation | 267 | (458) | (267) |
Total comprehensive income | 121,787 | 92,189 | 123,853 |
Comprehensive income (loss) attributable to noncontrolling interests | 844 | (139) | 526 |
Comprehensive income attributable to Central Garden & Pet Company | $ 120,943 | $ 92,328 | $ 123,327 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total | Non-controlling Interest | Common Stock | Common StockCommon Stock | Class A Common StockCommon Stock | Class B StockCommon Stock |
Beginning Balance (in shares) at Sep. 30, 2017 | 12,160,023 | 38,019,736 | 1,652,262 | |||||||
Balance, Beginning balance at Sep. 30, 2017 | $ 637,142 | $ 396,790 | $ 239,329 | $ (951) | $ 635,686 | $ 1,456 | $ 122 | $ 380 | $ 16 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Amortization of share-based awards | 9,252 | 9,252 | 9,252 | |||||||
Tax deficiency on exercise of stock options, net of tax benefit | 0 | |||||||||
Restricted share activity (in shares) | 14,888 | 48,180 | ||||||||
Restricted share activity | (7,429) | (7,428) | (7,429) | $ (1) | ||||||
Issuance of common stock (in shares) | 5,885,349 | |||||||||
Issuance of common stock | 191,613 | 191,554 | 191,613 | $ 59 | ||||||
Distribution to noncontrolling interest | (1,597) | (1,597) | ||||||||
Other comprehensive loss | (267) | (267) | (267) | |||||||
Net income | 124,120 | 123,594 | 123,594 | 526 | ||||||
Ending Balance (in shares) at Sep. 29, 2018 | 12,145,135 | 43,953,265 | 1,652,262 | |||||||
Balance, Ending balance at Sep. 29, 2018 | 952,834 | 590,168 | 362,923 | (1,218) | 952,449 | 385 | $ 121 | $ 439 | $ 16 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Amortization of share-based awards | 10,459 | 10,459 | 10,459 | |||||||
Restricted share activity (in shares) | 437,035 | |||||||||
Restricted share activity | (3,124) | (3,128) | (3,124) | $ 4 | ||||||
Issuance of common stock (in shares) | 337,767 | |||||||||
Issuance of common stock | 2,010 | 2,006 | 2,010 | $ 4 | ||||||
Distribution to noncontrolling interest | (76) | (76) | ||||||||
Repurchased of stock (in shares) | (601,166) | (1,759,574) | ||||||||
Repurchase of stock | (58,115) | (24,125) | (33,967) | (58,115) | $ (6) | $ (17) | ||||
Other comprehensive loss | (458) | (458) | (458) | |||||||
Net income | 92,647 | 92,786 | 92,786 | (139) | ||||||
Ending Balance (in shares) at Sep. 28, 2019 | 11,543,969 | 42,968,493 | 1,652,262 | |||||||
Balance, Ending balance at Sep. 28, 2019 | 996,177 | 575,380 | 421,742 | (1,676) | 996,007 | 170 | $ 115 | $ 430 | $ 16 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Amortization of share-based awards | 12,619 | 12,619 | 12,619 | |||||||
Restricted share activity (in shares) | 242,436 | |||||||||
Restricted share activity | (2,882) | (2,884) | (2,882) | $ 2 | ||||||
Issuance of common stock (in shares) | 408,740 | |||||||||
Issuance of common stock | 2,370 | 2,365 | 2,370 | $ 5 | ||||||
Distribution to noncontrolling interest | (143) | (143) | ||||||||
Share conversion (in shares) | 39,888 | (39,888) | ||||||||
Share conversion | 0 | |||||||||
Repurchased of stock (in shares) | (200) | (247,499) | (1,763,043) | |||||||
Repurchase of stock | (52,254) | (20,597) | (31,637) | (52,254) | $ (6,600) | $ (2) | $ (18) | |||
Other comprehensive loss | 267 | 267 | 267 | |||||||
Net income | 121,520 | 120,676 | 120,676 | 844 | ||||||
Ending Balance (in shares) at Sep. 26, 2020 | 11,336,358 | 41,856,626 | 1,612,374 | |||||||
Balance, Ending balance at Sep. 26, 2020 | $ 1,077,674 | $ 566,883 | $ 510,781 | $ (1,409) | $ 1,076,803 | $ 871 | $ 113 | $ 419 | $ 16 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | |
Cash flows from operating activities: | |||
Net income | $ 121,520 | $ 92,647 | $ 124,120 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 55,359 | 50,828 | 47,199 |
Amortization of deferred financing costs | 1,873 | 1,832 | 1,748 |
Non-cash lease expense | 35,025 | ||
Stock-based compensation | 18,982 | 14,662 | 11,602 |
Deferred income taxes | (6,615) | 6,659 | (4,833) |
Loss on disposal of property, plant and equipment | 1,171 | 730 | 273 |
Asset impairments | 3,566 | 0 | 0 |
Other | 4,675 | (570) | 1,840 |
Changes in assets and liabilities (excluding businesses acquired): | |||
Receivables | (91,470) | 1,485 | (28,741) |
Inventories | 27,351 | (3,696) | (15,087) |
Prepaid expenses and other assets | 4,683 | (2,643) | (3,803) |
Accounts payable | 52,047 | 30,473 | (1,163) |
Accrued expenses | 72,278 | 12,261 | (20,096) |
Other long-term obligations | (83) | 306 | 1,053 |
Operating lease liabilities | (36,089) | ||
Net cash provided by operating activities | 264,273 | 204,974 | 114,112 |
Cash flows from investing activities: | |||
Additions to property, plant and equipment | (43,055) | (31,577) | (37,845) |
Businesses acquired, net of cash acquired | 0 | (41,161) | (91,244) |
Payments for investments | (4,439) | (2,010) | (9,048) |
Other investing activities | (612) | (1,515) | (2,745) |
Net cash used in investing activities | (48,106) | (76,263) | (140,882) |
Cash flows from financing activities: | |||
Repayments on revolving line of credit | (200,000) | 0 | (23,000) |
Borrowings on revolving line of credit | 200,000 | 0 | 23,000 |
Repayments of long-term debt | (113) | (46,193) | (431) |
Issuance of long-term debt | 0 | 0 | 300,000 |
Proceeds from issuance of common stock, net of offering costs | 0 | 0 | 195,631 |
Repurchase of common stock, including shares surrendered for tax withholding | (59,129) | (62,974) | (13,797) |
Payments of contingent consideration | (227) | (170) | (253) |
Distribution to noncontrolling interest | (143) | (76) | (1,597) |
Payment of financing costs | (948) | (1,352) | (4,770) |
Net cash (used in) provided by financing activities | (60,560) | (110,765) | 474,783 |
Effect of exchange rate changes on cash and cash equivalents | 89 | (250) | (50) |
Net increase in cash, cash equivalents and restricted cash | 155,696 | 17,696 | 447,963 |
Cash, cash equivalents and restricted cash at beginning of year | 510,701 | 493,005 | 45,042 |
Cash, cash equivalents and restricted cash at end of year | 666,397 | 510,701 | 493,005 |
Supplemental information: | |||
Cash paid for interest | 43,892 | 42,702 | 36,664 |
Cash paid for income taxes – net of refunds | 25,537 | 14,958 | 19,508 |
Non-cash investing and financing activities: | |||
Capital expenditures incurred but not paid | 6,260 | 2,630 | 2,386 |
Liability for contingent performance-based payments | 227 | (685) | (2,888) |
Shares of common stock repurchased but not settled | 0 | $ 458 | $ 0 |
Operating lease right of use assets recognized at ASC 842 transition | 111,298 | ||
Operating lease liabilities recognized at ASC 842 transition | 115,376 | ||
Operating lease right of use assets recognized after ASC 842 transition | $ 39,605 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Sep. 26, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | Organization and Significant Accounting Policies Organization – Central Garden & Pet Company (“Central”), a Delaware corporation, and subsidiaries (the “Company”), is a leading marketer and producer of quality branded products and distributor of third-party products in the pet and lawn and garden supplies markets. Basis of Consolidation and Presentation – The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of Central and all majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The fiscal years ended September 26, 2020, September 28, 2019 and September 29, 2018 each included 52 weeks. Noncontrolling Interest – Noncontrolling interest in the Company’s consolidated financial statements represents the 20% interest not owned by the Company in a consolidated subsidiary. Since the Company controls this subsidiary, its financial statements are consolidated with those of the Company, and the noncontrolling owner’s 20% share of the subsidiary’s net assets and results of operations is deducted and reported as noncontrolling interest on the consolidated balance sheets and as net income attributable to noncontrolling interest in the consolidated statements of operations. Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including realization of accounts receivable and inventory and valuation of goodwill and intangibles. Actual results could differ from those estimates. Revenue Recognition and Nature of Products and Services The Company manufactures, markets and distributes a wide variety of branded, private label and third-party pet and garden products to wholesalers, distributors and retailers, primarily in the United States. The majority of the Company’s revenue is generated from the sale of finished pet and garden products. The Company also recognizes a minor amount of non-product revenue (approximately one percent of consolidated net sales) comprising third-party logistics services, merchandising services and royalty income from sales-based licensing arrangements. Product and non-product revenue is recognized when performance obligations under the terms of the contracts with customers are satisfied. The Company recognizes product revenue when control over the finished goods transfers to its customers, which generally occurs upon shipment to, or receipt at, customers’ locations, as determined by the specific terms of the contract. These revenue arrangements generally have single performance obligations. Non-product revenue is recognized as the services are provided to the customer in the case of third-party logistics services and merchandising services, or as third-party licensee sales occur for royalty income. Revenue, which includes shipping and handling charges billed to the customer, is reported net of variable consideration and consideration payable to our customers, including applicable discounts, returns, allowances, trade promotion, unsaleable product, consumer coupon redemption and rebates. The amount billed to customers for shipping and handling costs included in net sales for the fiscal years ended September 26, 2020, September 28, 2019 and September 29, 2018 was $12.5 million, $13.8 million and $12.2 million, respectively. Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. Key sales terms are established on a frequent basis such that most customer arrangements and related incentives have a one year or shorter duration. As such, the Company does not capitalize contract inception costs. Product fulfillment costs are capitalized as a part of inventoriable costs in accordance with our inventory policies. The Company generally does not have unbilled receivables at the end of a period. Deferred revenues are not material and primarily include advance payments for services that have yet to be rendered. The Company does not receive noncash consideration for the sale of goods. Amounts billed and due from our customers are classified as receivables and require payment on a short-term basis; therefore, the Company does not have any significant financing components. Sales Incentives and Other Promotional Programs The Company routinely offers sales incentives and discounts through various regional and national programs to our customers and consumers. These programs include product discounts or allowances, product rebates, product returns, one-time or ongoing trade-promotion programs with customers and consumer coupon programs that require the Company to estimate and accrue the expected costs of such programs. The costs associated with these activities are accounted for as reductions to the transaction price of the Company’s products and are, therefore, recorded as reductions to gross sales at the time of sale. The Company bases its estimates of incentive costs on historical trend experience with similar programs, actual incentive terms per customer contractual obligations and expected levels of performance of trade promotions, utilizing customer and sales organization inputs. The Company maintains liabilities at the end of each period for the estimated incentive costs incurred but unpaid for these programs. Differences between estimated and actual incentive costs are generally not material and are recognized in earnings in the period such differences are determined. Reserves for product returns, accrued rebates and promotional accruals are included in the condensed consolidated balance sheets as part of accrued expenses, and the value of inventory associated with reserves for sales returns is included within prepaid and other current assets on the condensed consolidated balance sheets. Cost of goods sold and occupancy consists of cost of product, inbound freight charges, purchasing and receiving costs, certain indirect purchasing, merchandise handling and storage costs, internal transfer costs as well as allocations of overhead costs, including depreciation, related to the Company’s facilities. Cost of goods sold excludes substantially all shipping and handling and out-bound freight costs to customers, which are included in selling, general and administrative expenses as delivery expenses. The cost of shipping and handling, including internal costs and payments to third parties, included in delivery expenses within selling, general and administrative expenses for the fiscal years ended September 26, 2020, September 28, 2019 and September 29, 2018 was $88.5 million, $80.4 million and $70.1 million, respectively. Advertising Costs – The Company expenses the costs of advertising as incurred. Advertising expenses were $37.0 million, $27.5 million and $29.7 million in fiscal 2020, 2019 and 2018, respectively. 401(k) Plans – The Company sponsors several 401(k) plans which cover substantially all employees. The Company’s matching contributions expensed under these plans were $6.4 million for fiscal 2020, $4.2 million for fiscal 2019 and $2.3 million for fiscal 2018. In fiscal 2020, 2019 and 2018, the Company’s matching contributions made in the Company’s Class A common stock resulted in the issuance of approximately 218,000, 161,000 and 61,000 shares, respectively. Other income (expense) consists principally of earnings (losses) from equity method investments and foreign exchange gains and losses. Income taxes are accounted for under the asset and liability method. Deferred income taxes result primarily from bad debt allowances, inventory and goodwill write-downs, amortization and depreciation. The Company establishes a valuation allowance for deferred tax assets when management believes it is more likely than not a deferred tax asset will not be realized. As of fiscal year-end 2020 and 2019, the Company had valuation allowances related to various state and foreign net deferred tax assets of $7.1 million and $7.2 million, respectively. On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law by the U.S. government. The Tax Reform Act significantly revised the U.S. corporate income tax code by, among other things, transitions the U.S. tax system to a new territorial system and lowered the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018. In fiscal 2018, the Company's statutory federal corporate tax rate was a blended rate of 24.5%, which was reduced to 21% in fiscal 2019 and thereafter. U.S. GAAP requires that the impact of tax legislation be recognized in the period in which the law was enacted. In transitioning to the new territorial tax system, the Tax Reform Act required the Company to include certain untaxed foreign earnings of non-U.S. subsidiaries in its fiscal 2018 taxable income. Such foreign earnings were subject to a one-time tax at 15.5% of the amount held in cash or cash equivalents and at 8% on the remaining non-cash amount. The 15.5% and 8% tax, collectively referred to as the "transition tax", was estimated to be $0.3 million on foreign undistributed earnings of approximately $1.8 million. While the Tax Reform Act provides for the full deduction of future foreign earnings (beyond the $1.8 million subject to the transition tax noted above) paid to U.S. parent corporations in the form of dividends, the Company continues to consider all such foreign earnings to be indefinitely reinvested overseas. The Tax Reform Act provided two new sections dealing with how all future foreign earnings are taxed. The first section deals with foreign earnings originating outside the United States, called Global Intangible Low Tax Income (GLTI), which annually taxes at 13.125% in the United States, foreign earnings above a 10% return on invested foreign assets. The second new section, Foreign-Derived Intangible Income (FDII) deals with benefiting U.S. exports by reducing the U.S. tax rate on FDII earnings from 21% to 13.125%. The Company derives the vast majority of its taxable income in the United States. While both GLTI and FDII are estimated to be immaterial to the Company, it is anticipated that FDII tax benefits will fully offset GLTI taxes in the coming years. 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, inclusive of a $0.2 million transition tax, in the three months ended December 30, 2017. Upon further analysis and refinement of its calculations, the Company completed its remeasurement of deferred tax assets and liabilities and adjusted its provisional amount by recording an additional tax benefit of $5.2 million during its fiscal quarter ended September 29, 2018, for a total 2018 tax benefit of $21.5 million. No additional adjustments were required in fiscal 2019. Cash, cash equivalents and restricted cash – The Company considers cash and all highly liquid investments with an original maturity of three months or less at date of purchase to be cash and cash equivalents. Restricted cash includes cash and highly liquid instruments that are used as collateral for stand-alone letter of credit agreements related to normal business transactions. These agreements require the Company to maintain specified amounts of cash as collateral in segregated accounts to support the letters of credit issued thereunder, which will affect the amount of cash the Company has available for other uses. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the condensed consolidated statements of cash flows as of September 26, 2020, September 28, 2019 and September 29, 2018, respectively (in thousands). September 26, 2020 September 28, 2019 September 29, 2018 (in thousands) Cash and cash equivalents $ 652,712 $ 497,749 $ 482,106 Restricted cash 13,685 12,952 10,899 Total cash, cash equivalents and restricted cash $ 666,397 $ 510,701 $ 493,005 Accounts receivable are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest, although a finance charge may be applied to such receivables that are past due. Allowance for doubtful accounts – Trade accounts receivable are regularly evaluated for collectability based on past credit history with customers, their current financial condition and their expected deductions. See Note 5 – Allowance for Doubtful Accounts . Inventories , which primarily consist of garden products and pet supplies finished goods, are stated at the lower of FIFO cost or market. Cost includes certain indirect purchasing, merchandise handling and storage costs incurred to acquire or manufacture inventory, costs to unload, process and put away shipments received in order to prepare them to be picked for orders, and certain other overhead costs. The amount of such costs capitalized to inventory is computed based on an estimate of costs related to the procurement and processing of inventory to prepare it for sale compared to total product purchases. See Note 6 – Inventories, net . Land, buildings, improvements and equipment are stated at cost. Depreciation is computed by the straight-line method over 30 years for buildings. Improvements are amortized on a straight-line basis over the shorter of the useful life of the asset or the terms of the related leases. Depreciation on equipment and capitalized software is computed by the straight-line method over the estimated useful lives of three Note 7 – Property and Equipment, Net . Long-Lived Assets – The Company reviews its long-lived assets, including amortizable and indefinite-lived intangible assets and property, plant and equipment, for potential impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable, and annually for indefinite-lived intangible assets. An impairment loss would be recognized for amortizable intangible assets and property, plant and equipment when the estimated fair value of the asset is less than its carrying amount. An impairment loss would be recognized for an intangible asset with an indefinite useful life if its carrying value exceeds its fair value. Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. There were no impairment losses recorded in fiscal 2018. As a result of one of our retail customers exiting the live fish business, factors indicating the carrying value of certain amortizable intangible assets may not be recoverable were present during the quarter ended March 30, 2019. The Company performed impairment testing on these assets, found the carrying value was not recoverable, and accordingly, recorded an impairment charge in its Pet segment of approximately $2.5 million as part of selling, general and administrative expenses in the consolidated statements of operations for the fiscal year ended September 28, 2019. There were no impairment losses recorded in fiscal 2020. Should market conditions or the assumptions used by the Company in determining the fair value of assets change, or management changes plans regarding the future use of certain assets, additional charges to operations may be required in the period in which such conditions occur. See Note 9 – Other Intangible Assets . Goodwill represents the excess of cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Identifiable intangible assets acquired in business combinations are recorded based on their fair values at the date of acquisition. Goodwill is not subject to amortization but must be evaluated for impairment annually. The Company tests for goodwill impairment annually or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. See Note 8 – Goodwill . Investments – The Company owns membership interests ranging from 7% to 50% in eleven unconsolidated companies. The Company accounts for its interest in these entities using the equity method and in accordance with Accounting Standards Codification (ASC) 321 – Investments – Equity Securities. Equity method losses of $3.9 million in fiscal 2020, equity method income of $1.2 million in fiscal 2019 and equity method losses of $2.8 million in fiscal 2018 are included in other income (expense) in the consolidated statements of operations. The Company’s investment in these entities was $13.1 million at September 26, 2020 and $12.1 million at September 28, 2019 and is included in Other assets in the Company's consolidated balance sheets. On an individual and combined basis, the assets, liabilities, revenues and expenses of these entities are not significant. See Note 3 – Acquisitions . Leases - Effective September 29, 2019, the Company adopted Accounting Standards Codification 842, Leases ("ASC 842"). Under this guidance, the Company determines whether an arrangement contains a lease at inception by determining if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration and other facts and circumstances. On September 29, 2019, the Company began to record operating leases on its consolidated balance sheet. As of December 28, 2019, long-term operating lease right-of-use ("ROU") assets and current and long-term operating lease liabilities were presented separately in the consolidated balance sheets. Finance lease ROU assets continue to be presented in property, plant and equipment, net, and the related finance liabilities have been presented with current and long-term debt in the consolidated balance sheets. Lease ROU assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets are calculated based on the lease liability adjusted for any lease payments paid to the lessor at or before the commencement date and excludes any lease incentives received from the lessor. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. As the Company's leases typically do not contain a readily determinable implicit rate, the Company determines the present value of the lease liability using its incremental borrowing rate at the lease commencement date based on the lease term on a collateralized basis. Variable lease payments are expensed as incurred and include certain non-lease components, such as maintenance and other services provided by the lessor, and other charges included in the lease, as applicable. Non-lease components and the lease components to which they relate are accounted for as a single lease component, as the Company has elected to combine lease and non-lease components for all classes of underlying assets. Amortization of ROU lease assets is calculated on a straight-line basis over the lease term with the expense recorded in cost of sales or selling, general and administrative expenses, depending on the nature of the leased item. Interest expense is recorded over the lease term and is recorded in interest expense (based on a front-loaded interest expense pattern) for finance leases and is recorded in cost of sales or selling, general and administrative expenses (on a straight-line basis) for operating leases. All operating lease cash payments and interest on finance leases are recorded within cash flows from operating activities and all finance lease principal payments are recorded within cash flows from financing activities in the consolidated statements of cash flows. See Note 10 - Leases . Insurance – The Company maintains insurance for certain risks, including workers’ compensation, general liability and automobile liability, and is self-insured for employee related health care benefits. The Company’s workers’ compensation, general liability and automobile liability insurance policies include deductibles of $250,000 to $350,000 per occurrence. The Company maintains excess loss insurance that covers any health care claims in excess of $750,000 per person per year. The Company establishes reserves for losses based on its claims experience and actuarial estimates of the ultimate loss amount inherent in the claims, including claims incurred but not yet reported. Costs are recognized in the period the claim is incurred, and the financial statement accruals include an estimate of claims incurred but not yet reported. Fair Value of Financial Instruments – At September 26, 2020 and September 28, 2019, the carrying amount of cash and cash equivalents, short term investments, accounts receivable and payable, short term borrowings and accrued liabilities approximates fair value because of the short term nature of these instruments. The estimated fair value of the Company’s senior subordinated notes is based on quoted market prices for these instruments. See Note 2 – Fair Value Measurements for further information regarding the fair value of the Company’s financial instruments. Stock-Based Compensation – Stock-based compensation cost is estimated at the grant date based on the fair value of the award and is expensed ratably over the service period of the award. Total compensation costs recognized under all share-based arrangements in fiscal 2020 was $19.0 million ($15.0 million after tax), fiscal 2019 was $14.7 million ($11.1 million after tax), and fiscal 2018 was $11.6 million ($8.4 million after tax). See Note 14 – Stock-Based Compensation for further information. Total Comprehensive Income (Loss) – Total comprehensive income (loss) consists of two components: net income and other comprehensive income (loss). Other comprehensive income (loss) refers to gains and losses that under generally accepted accounting principles are recorded directly as an element of shareholders’ equity, but are excluded from net income, and is comprised of currency translation adjustments relating to the Company’s foreign subsidiary whose functional currency is not the U.S. dollar. Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted Leases In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842). ASU 2016-02 requires companies to recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use assets and disclose key information about leasing information. Topic 842 was subsequently amended by ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842 ; ASU 2018-10, Codification Improvements to Topic 842, Leases ; and ASU 2018-11, Targeted Improvements . The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company adopted the new standard in the first quarter of fiscal 2020, on a modified retrospective basis using the optional transition method, and accordingly, has not restated comparative periods. Fiscal 2019 balances and related disclosures supporting those comparative period balances continue to be presented under ASC 840, "Leases." The new standard provides a number of optional practical expedients in transition. The Company elected the 'package of practical expedients,' which permit it to not reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company elected not to recognize ROU assets and lease liabilities for short-term operating leases with terms of 12 months or less. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements, the latter not being applicable. Upon adoption, the Company recorded operating lease right-of-use assets and lease liabilities of approximately $111 million and $115 million, respectively, in the consolidated balance sheet, which included the reclassifications of amounts presented in comparative periods as deferred rent as a reduction of the ROU assets. The Company did not record an adjustment to beginning retained earnings associated with the adoption of this standard. Information on our current operating leases can be found in Note 10 - Leases . Guarantor Financial Information In March 2020, the Securities Exchange Commission (SEC) amended Rule 3-10 of Regulation S-X regarding financial disclosure requirements for registered debt offerings involving subsidiaries as either issuers or guarantors and affiliates whose securities are pledged as collateral. This new guidance narrows the circumstances that require separate financial statements of subsidiary issuers and guarantors and streamlines the alternative disclosures required in lieu of those statements. The guidance is effective for filings on or after January 4, 2021, with early adoption permitted . The Company early adopted these amendments for the quarter ended June 27, 2020, which included replacing guarantor condensed consolidating financial information with summarized financial information for the Parent Issuer subsidiaries and Guarantor subsidiaries, as well as no longer requiring guarantor cash flow information, financial information for non-guarantor subsidiaries, and a reconciliation to the consolidated results. Accordingly, summarized financial information has been presented for the Parent/Issuer subsidiaries and Guarantors on our senior notes for the most recent fiscal year and the year-to-date interim period, and the location of the required disclosures has been removed from the Notes to the Consolidated Financial Statements and moved to Part 1. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Accounting Standards Not Yet Adopted Credit Losses In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), which changes the impairment model for most financial assets to require measurement and recognition of expected credit losses for financial assets held. The guidance is effective for annual periods or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, or the Company's first quarter of fiscal 2021. The Company is currently evaluating the effect that ASU 2016-13 will have on its consolidated financial statements and related disclosures. Goodwill and Intangible Assets In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment. The new guidance simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The new guidance is effective for annual periods or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, or the Company's first quarter of fiscal 2021. The amendment should be applied on a prospective basis. Based on the Company's most recent annual goodwill impairment test performed as of June 28, 2020, there were no reporting units for which the carrying amount of the reporting unit exceeded its fair value; therefore, this ASU would not currently have an impact on the Company's consolidated financial statements and related disclosures. However, if upon adoption the carrying amount of a reporting unit exceeds its fair value, the Company would be impacted by the amount of impairment recognized. I n August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 is effective for annual periods beginning after December 15, 2019 and interim periods within those annual periods, with early adoption permitted, and is effective for the Company in fiscal 2021. The amendments in this ASU should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently evaluating the effect that ASU 2018-15 will have on its consolidated financial statements and related disclosures. Fair Value Disclosures In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement . This ASU modifies the disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures. ASU 2018-13 is effective for annual periods beginning after December 15, 2019 and interim periods within those annual periods, with early adoption permitted and is effective for the Company in fiscal 2021. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company is currently evaluating the effect that ASU 2018-13 will have on its consolidated financial statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Sep. 26, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Generally accepted accounting principles require financial assets and liabilities to be categorized based on the inputs used to calculate their fair values as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 – Unobservable inputs for the asset or liability, which reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). The Company’s financial instruments include cash and equivalents, restricted cash and equivalents, short term investments, accounts receivable and payable, derivative instruments, short-term borrowings, and accrued liabilities. The carrying amount of these instruments approximates fair value because of their short-term nature. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of September 26, 2020: Level 1 Level 2 Level 3 Total (in thousands) Liabilities: Liability for contingent consideration (a) $ — $ — $ 1,369 $ 1,369 Total liabilities $ — $ — $ 1,369 $ 1,369 The following table presents our financial assets and liabilities at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of September 28, 2019: Level 1 Level 2 Level 3 Total (in thousands) Liabilities: Liability for contingent consideration (a) $ — $ — $ 7,369 $ 7,369 Total liabilities $ — $ — $ 7,369 $ 7,369 (a) The liability for contingent consideration relates to an earn-out for B2E, acquired in December 2012, future performance-based contingent payments for Hydro-Organics Wholesale, Inc., acquired in October 2015 and future performance-based contingent payments for Segrest, Inc., acquired in October 2016. The fair value of the estimated contingent consideration arrangement is determined based on the Company’s evaluation as to the probability and amount of any earn-out that will be achieved based on expected future performance by the acquired entity. This is presented as part of long-term liabilities in the Company's consolidated balance sheets. The following table provides a summary of changes in fair value of the Company's Level 3 financial instruments for the years ended September 26, 2020 and September 28, 2019: Amount (in thousands) Balance as of September 28, 2019 $ 7,369 Estimated contingent performance-based consideration established at the time of acquisition — Changes in the fair value of contingent performance-based payments 227 Performance-based payments made (6,227) Balance as of September 26, 2020 $ 1,369 Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis The Company measures certain non-financial assets and liabilities, including long-lived assets, goodwill and intangible assets, at fair value on a non-recurring basis. Fair value measurements of non-financial assets and non-financial liabilities are used primarily in the impairment analyses of long-lived assets, goodwill and other intangible assets. There were no impairment losses recorded in fiscal 2018. As a result of one of our retail customers exiting the live fish business, factors indicating the carrying value of certain amortizable intangible assets may not be recoverable were present during the quarter ended March 30, 2019. The Company performed impairment testing on these assets, found the carrying value was not recoverable, and accordingly, recorded an impairment charge in its Pet segment of approximately $2.5 million as part of selling, general and administrative expenses in the consolidated statements of operations for the fiscal year ended September 28, 2019. There were no impairment losses recorded in fiscal 2020. In February 2019, the Company purchased the remaining 55% interest in Arden Companies, a manufacturer of outdoor cushions and pillows, for $13.4 million. Accordingly, the Company remeasured its previously held investment at its acquisition-date fair value and recorded a gain of approximately $3.2 million as part of selling, general and administrative expenses in the Company's consolidated statements of operations. Fair Value of Other Financial Instruments In December 2017, the Company issued $300 million aggregate principal amount of 5.125% senior notes due February 2028 (the "2028 Notes"). The estimated fair value of the Company's 2028 Notes as of September 26, 2020 and September 28, 2019 was $316.0 million and $307.1 million, respectively, compared to a carrying value of $296.6 million and $296.1 million, respectively. In November 2015, the Company issued $400 million aggregate principal amount of 6.125% senior notes due November 2023 (the “2023 Notes”). The estimated fair values of the Company’s 2023 Notes were $409.2 million and $414.6 million and as of September 26, 2020 and September 28, 2019, and the carrying values were $397.5 million, $396.7 million as of September 26, 2020 and September 28, 2019. The estimated fair values are based on quoted market prices for these notes, which are Level 1 inputs within the fair value hierarchy. |
Acquisitions and Investments in
Acquisitions and Investments in Joint Ventures | 12 Months Ended |
Sep. 26, 2020 | |
Business Combinations [Abstract] | |
Acquisitions and Investments in Joint Ventures | Acquisitions and Investments in Joint Ventures Fiscal 2020 The Company did not make any acquisitions in fiscal 2020. The Company finalized the allocation of the purchase price to the fair value of the tangible assets, intangible assets and liabilities acquired in conjunction with its purchase of C&S Products in its first fiscal quarter of 2020. See below for the purchase price allocation. Fiscal 2019 C&S Products In May 2019, the Company purchased C&S Products, a manufacturer of suet and other wild bird feed products, to complement our existing wild bird feed business for approximately $30.0 million. Subsequent to the acquisition, approximately $4.7 million of cash was used to eliminate the acquired long-term debt. The financial results of C&S Products have been included in the results of operations within the Pet segment since the date of acquisition. The following table summarizes the purchase price and recording of fair values of the assets acquired and liabilities assumed as of the acquisition date and subsequent adjustments. Amounts 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 $ 9,794 $ 441 $ 10,235 Fixed assets 23,743 (3,786) 19,957 Goodwill — 3,878 3,878 Other assets 5,081 (3,242) 1,839 Other intangible assets, net — 2,810 2,810 Current liabilities (2,137) — (2,137) Long-term obligations (6,457) (101) (6,558) Net assets acquired, less cash and cash equivalents $ 30,024 $ — $ 30,024 (1) As previously reported in the Company's Form 10-Q for the period ended December 28, 2019. The impact to the consolidated statement of operations associated with the finalization of purchase accounting and true-up of intangible assets for C&S Products during the quarter ended December 28, 2019 was immaterial. Arden Companies In February 2019, the Company purchased the remaining 55% interest in Arden Companies, a manufacturer of outdoor cushions and pillows, for $13.4 million. Accordingly, the Company remeasured its previously held investment at its acquisition-date fair value and recorded a gain of approximately $3.2 million as part of selling, general and administrative expenses in the Company's consolidated statements of operations. The purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $15.8 million, of which $10.9 million was allocated to identified intangible assets and approximately $4.9 million was included in goodwill in the Company's consolidated balance sheet as of September 28, 2019. Subsequent to the acquisition, approximately $36 million of cash was used to eliminate most of the acquired long-term debt. Financial results of Arden have been included in the results of operations within the Garden segment since the date of acquisition of the remaining 55% interest. The following table summarizes the purchase price and recording of fair values of the assets acquired and liabilities assumed as of the acquisition date and subsequent adjustments. Amounts 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 $ 51,211 $ 1,540 $ 52,751 Fixed assets 6,311 5,376 11,687 Other Assets 14,868 (14,868) — Goodwill — 4,900 4,900 Intangible assets — 10,930 10,930 Current liabilities (19,853) — (19,853) Short-term debt (22,000) — (22,000) Long-term debt (19,400) — (19,400) Fair value of the Company's initial investment — (7,878) (7,878) Net assets acquired, less cash and cash equivalents $ 11,137 $ — $ 11,137 (1) As previously reported in the Company's Form 10-Q for the periods ended March 30, 2019 and June 29, 2019. The Company expects all the goodwill from the acquisition above to be deductible for tax purposes. The impact to the consolidated statement of operations associated with the finalization of purchase accounting and true-up of intangible assets for Arden Companies was immaterial. Proforma financial information has not been presented as the C&S Products and Arden Companies acquisitions were not considered material to the Company's overall consolidated financial statements during the periods presented. Fiscal 2018 General Pet Supply On April 2, 2018, the Company purchased substantially all of the assets of General Pet Supply, a leading Midwestern U.S. supplier of pet food and supplies for a purchase price of approximately $24.3 million. The purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $13.6 million, of which $8.1 million was allocated to identified intangible assets and approximately $5.5 million was included in goodwill in the Company’s consolidated balance sheet as of September 29, 2018. Financial results of General Pet Supply have been included in the results of operations within the Pet segment since the date of acquisition. The following table summarizes the purchase price and recording of fair values of the assets acquired and liabilities assumed as of the acquisition date and subsequent adjustments. Amounts 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 $ 12,991 $ — $ 12,991 Fixed assets 1,014 516 1,530 Goodwill — 5,520 5,520 Other assets 14,147 (14,136) 11 Other intangible assets, net — 8,100 8,100 Current liabilities (3,506) — (3,506) Long-term obligations (361) (361) Net assets acquired, less cash and cash equivalents $ 24,285 $ — $ 24,285 (1) As previously reported in the Company's Form 10-Q for the period ended June 30, 2018. The impact to the consolidated statement of operations associated with the finalization of purchase accounting and true-up of intangible assets for General Pet Supply was immaterial. Bell Nursery On March 12, 2018, the Company purchased Bell Nursery Holdings, LLC ("Bell"), a leading grower and distributor of live flowers and plants in the mid-Atlantic region of the United States, for a purchase price of approximately $61 million plus contingent consideration of up to $10 million. The purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $13.6 million, of which $6.2 million was allocated to identified intangible assets and $7.4 million was included in goodwill in the Company's consolidated balance sheet as of September 29, 2018. Financial results of Bell have been included in the results of operations within the Garden segment since the date of acquisition. The following table summarizes the purchase price and recording of fair values of the assets acquired and liabilities assumed as of the acquisition date and subsequent adjustments. Amounts 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 $ 28,330 $ (359) $ 27,971 Fixed assets 30,278 383 30,661 Goodwill — 7,415 7,415 Other assets 11,647 (11,647) — Other intangible assets, net — 6,230 6,230 Current liabilities (11,611) (2,022) (13,633) Net assets acquired, less cash and cash equivalents $ 58,644 $ — $ 58,644 (1) As previously reported in the Company's Form 10-Q for the periods ended March 31, 2018 and June 30, 2018. The impact to the consolidated statement of operations associated with the finalization of purchase accounting and true-up of intangible assets for Bell was immaterial. The Company expects all the goodwill from the acquisitions above to be deductible for tax purposes. Investments During fiscal 2020, the Company made investments ranging from an additional 3% to 30%, totaling $4.4 million, in two ventures, which are accounted for in accordance with ASC 321, Investments - Equity Securities . During fiscal 2019, the Company made investments up to 7%, totaling $2.0 million, in two ventures, which are accounted for in accordance with ASC 321. During fiscal 2018, the Company made investments ranging from 13% to 20% in three ventures. The Company invested a total of $9.0 million in these businesses, which are accounted for under ASC 321 and equity method of accounting. |
Concentration of Credit Risk an
Concentration of Credit Risk and Significant Customers and Suppliers | 12 Months Ended |
Sep. 26, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk and Significant Customers and Suppliers | Concentration of Credit Risk and Significant Customers and Suppliers Customer Concentration – Approximately 52% of the Company’s net sales for fiscal 2020, 49% for fiscal 2019 and 48% for fiscal 2018 were derived from sales to the Company’s top five customers. The Company’s largest customer accounted for approximately 17% of the Company’s net sales in fiscal 2020 and approximately 16% in each of the fiscal years 2019 and 2018. The Company’s second largest customer in 2020 accounted for approximately 13% of the Company’s net sales in fiscal year 2020, 12% of the Company's net sales in the fiscal year 2019 and 11% in fiscal year 2018. The Company’s third largest customer in 2020 accounted for approximately 10% of the Company’s net sales in the fiscal year 2020, approximately 9% in fiscal year 2019 and approximately 8% in fiscal 2018, respectively. The loss of, or significant adverse change in, the relationship between the Company and any of these three customers could have a material adverse effect on the Company’s business and financial results. The loss of or reduction in orders from any significant customer, losses arising from customer disputes regarding shipments, fees, merchandise condition or related matters, or the Company’s inability to collect accounts receivable from any major customer could also have a material adverse impact on the Company’s business and financial results. As of September 26, 2020 and September 28, 2019, accounts receivable from the Company’s top five customers comprised approximately 53% and 46%, respectively, of the Company’s total accounts receivable, including 13% and 11% from the Company’s largest customer. |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 12 Months Ended |
Sep. 26, 2020 | |
Receivables [Abstract] | |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The allowance for doubtful accounts includes reserves for collectability determined by past credit history with customers, their current financial condition and their expected deductions. Changes in the allowance for doubtful accounts are summarized below: Description Balances at Charged/ Asset Reclassification of Product Return Reserve Balances at (in thousands) Fiscal Year Ended September 29, 2018 21,436 2,132 557 — 24,125 Fiscal Year Ended September 28, 2019 24,125 6,906 (3,438) (6,465) 21,128 Fiscal Year Ended September 26, 2020 21,128 6,771 (238) — 27,661 The allowance for doubtful accounts includes reserves for expected returns of $6.5 million as of September 29, 2018. The Company began recording reserves for expected returns as part of accrued expenses on the consolidated balance sheet upon its adoption of ASC Topic 606. Accordingly, $6.5 million was reclassified out of the allowance for doubtful accounts at the beginning of the Company's first fiscal quarter of 2019. |
Inventories, net
Inventories, net | 12 Months Ended |
Sep. 26, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories, net of allowance for obsolescence, consist of the following: September 26, 2020 September 28, 2019 (in thousands) Raw materials $ 152,692 $ 145,331 Work in progress 49,312 51,154 Finished goods 218,847 255,870 Supplies 18,764 13,842 Total inventories, net $ 439,615 $ 466,197 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Sep. 26, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consists of the following: September 26, 2020 September 28, 2019 (in thousands) Land $ 17,370 $ 17,396 Buildings and improvements 180,260 179,398 Transportation equipment 10,522 9,651 Machine and warehouse equipment 270,857 255,943 Capitalized software 117,073 116,353 Office furniture and equipment 30,520 30,016 Assets under construction 22,421 15,574 649,023 624,331 Accumulated depreciation and amortization (404,356) (378,926) $ 244,667 $ 245,405 Depreciation and amortization expense, including the amortization of intangible assets, charged to operations was $55.4 million, $50.8 million and $47.2 million for fiscal 2020, 2019 and 2018, respectively. |
Goodwill
Goodwill | 12 Months Ended |
Sep. 26, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Changes in the carrying amount of goodwill for the fiscal years ended September 26, 2020, September 28, 2019 and September 29, 2018: Garden Products Segment Pet Products Total (in thousands) Balance as of September 30, 2017 Goodwill $ 219,056 $ 446,780 $ 665,836 Accumulated impairment losses (213,583) (195,978) (409,561) Balance as of 5,473 250,802 256,275 Additions in fiscal 2018 7,415 17,487 24,902 Write off related to sale of business — — — Balance as of September 29, 2018 Goodwill 226,471 464,267 690,738 Accumulated impairment losses (213,583) (195,978) (409,561) 12,888 268,289 281,177 Additions in fiscal 2019 4,900 — 4,900 Balance as of September 28, 2019 Goodwill 231,371 464,267 695,638 Accumulated impairment losses (213,583) (195,978) (409,561) 17,788 268,289 286,077 Additions in fiscal 2020 — 3,878 3,878 Balance as of September 26, 2020 Goodwill 231,371 468,145 699,516 Accumulated impairment losses (213,583) (195,978) (409,561) $ 17,788 $ 272,167 $ 289,955 Additions or reductions to goodwill include acquisitions, sale of businesses, purchase price adjustments and adjustments of amounts upon finalization of purchase accounting. The Company tests goodwill for impairment annually (as of the first day of the fourth fiscal quarter), or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount, by first assessing qualitative factors to determine whether it is more likely than not the fair value of the reporting unit is less than its carrying amount. If it is determined that it is more likely than not the fair value of the reporting unit is greater than its carrying amount, it is unnecessary to perform the two-step goodwill impairment test. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the two-step test is performed to identify potential goodwill impairment. Based on certain circumstances, the Company may elect to bypass the qualitative assessment and proceed directly to performing the first step of the two-step goodwill impairment test, which compares the fair value of the Company’s reporting units to their related carrying values, including goodwill. If the fair value of the reporting unit is less than its carrying value, the Company performs an additional step to determine the implied fair value of goodwill associated with that reporting unit. The implied fair value of goodwill is determined by first allocating the fair value of the reporting unit to all of its assets and liabilities and then computing the excess of the reporting unit’s fair value over the amounts assigned to the assets and liabilities. If the carrying value of goodwill exceeds the implied fair value of goodwill, such excess represents the amount of goodwill impairment, and, accordingly, the Company recognizes such impairment. The Company’s goodwill impairment analysis also includes a comparison of the aggregate estimated fair value of its two reporting units to the Company’s total market capitalization. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The estimate of fair value of each of the Company’s reporting units is based on the Company’s projection of revenues, gross margin, operating costs and cash flows considering historical and estimated future results, general economic and market conditions as well as the impact of planned business and operational strategies. The Company bases its fair value estimates on assumptions the Company believes to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Assumptions critical to the Company’s fair value estimates were: (i) discount rates used in determining the fair value of the reporting units; (ii) estimated future cash flows; and (iii) projected revenue and operating profit growth rates used in the reporting unit models. Actual results may differ from those estimates. The valuations employ present value techniques to measure fair value and consider market factors. In connection with the Company’s annual goodwill impairment testing performed during fiscal 2020 and fiscal 2019, the Company made a qualitative evaluation about the likelihood of goodwill impairment to determine whether it was necessary to calculate the fair values of its reporting units under the two-step goodwill impairment test. The Company completed its qualitative assessment of potential goodwill impairment in each fiscal year and it was determined that it was more likely than not the fair values of the Company's reporting units were greater than their carrying amounts in each fiscal year, and accordingly, no further testing of goodwill was required in fiscal 2020 and 2019. |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Sep. 26, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | Other Intangible Assets The following table summarizes the components of gross and net acquired intangible assets: Gross Accumulated Accumulated Net (in millions) September 26, 2020 Marketing-related intangible assets – amortizable $ 20.6 $ (17.6) $ — $ 3.0 Marketing-related intangible assets – nonamortizable 70.6 — (26.0) 44.6 Total 91.2 (17.6) (26.0) 47.6 Customer-related intangible assets – amortizable 140.3 (64.1) (2.5) 73.7 Other acquired intangible assets – amortizable 26.0 (18.2) — 7.8 Other acquired intangible assets – nonamortizable 7.1 — (1.2) 5.9 Total 33.1 (18.2) (1.2) 13.6 Total other intangible assets $ 264.6 $ (99.9) $ (29.8) $ 134.9 September 28, 2019 Marketing-related intangible assets – amortizable $ 19.7 $ (16.3) $ — $ 3.4 Marketing-related intangible assets – nonamortizable 70.6 — (26.0) 44.6 Total 90.3 (16.3) (26.0) 48.0 Customer-related intangible assets – amortizable 138.4 (53.3) (2.5) 82.6 Other acquired intangible assets – amortizable 26.0 (16.4) — 9.6 Other acquired intangible assets – nonamortizable 7.1 — (1.2) 5.9 Total 33.1 (16.4) (1.2) 15.5 Total other intangible assets $ 261.8 $ (86.0) $ (29.7) $ 146.1 September 29, 2018 Marketing-related intangible assets – amortizable $ 18.6 $ (14.2) $ — $ 4.4 Marketing-related intangible assets – nonamortizable 70.6 — (26.0) 44.6 Total 89.2 (14.2) (26.0) 49.0 Customer-related intangible assets – amortizable 128.3 (42.5) — 85.8 Other acquired intangible assets – amortizable 25.4 (14.5) — 10.9 Other acquired intangible assets – nonamortizable 7.8 — (1.2) 6.6 Total 33.2 (14.5) (1.2) 17.5 Total other intangible assets $ 250.7 $ (71.2) $ (27.2) $ 152.3 Other acquired intangible assets include contract-based and technology-based intangible assets. As part of its acquisition of the remaining 55% interest in Arden Companies in the second quarter of fiscal 2019 and C&S Products in the third quarter of fiscal 2019, the Company acquired approximately $1.9 million of marketing related intangible assets and $11.8 million of customer related intangible assets. See Note 3 – Acquisitions . As part of its acquisition of K&H in the third quarter of fiscal 2017, Bell Nursery in the second quarter of fiscal 2018 and General Pet Supply during the third quarter of fiscal 2018, the Company acquired approximately $9.6 million of marketing related intangible assets, $36.7 million of customer related intangible assets and $3.3 million of other intangible assets. See Note 3 – Acquisitions . The Company evaluates long-lived assets, including amortizable and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. The Company evaluates indefinite-lived intangible assets on an annual basis. Factors indicating the carrying value of the Company's amortizable intangible assets may not be recoverable were not present in fiscal 2018, and accordingly, no impairment testing was performed on these assets. As a result of one of our retail customers exiting the live fish business, factors indicating the carrying value of certain amortizable intangible assets may not be recoverable were present during the quarter ended March 30, 2019. The Company performed impairment testing on these assets, found the carrying value was not recoverable, and accordingly, recorded an impairment charge in its Pet segment of approximately $2.5 million as part of selling, general and administrative expenses in the consolidated statements of operations for the fiscal year ended September 28, 2019. Factors indicating the carrying value of the Company's amortizable intangible assets may not be recoverable were not present in fiscal 2020, and accordingly, no impairment testing was performed on these assets. The Company is currently amortizing its acquired intangible assets with definite lives over periods ranging from three years to 25 years; over weighted-average remaining lives of three years for marketing-related intangibles, 8 years for customer-related intangibles and 10 years for other acquired intangibles. Amortization expense for intangibles subject to amortization was approximately $14.0 million, $14.5 million and $12.7 million, for fiscal 2020, 2019 and 2018, respectively, and is classified within operating expenses in the 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 $12 million per year from fiscal 2021 through fiscal 2025. |
Leases
Leases | 12 Months Ended |
Sep. 26, 2020 | |
Leases [Abstract] | |
Leases | Leases The Company has operating and finance leases for manufacturing and distribution facilities, vehicles, equipment and office space. The Company's leases have remaining lease terms of one Basis of Presentation, Leases, for more information about the Company's lease accounting policies. Supplemental balance sheet information related to the Company's leases was as follows: Balance Sheet Classification As of (in millions) Operating leases Right-of-use assets Operating lease right-of-use assets $ 115.9 Current lease liabilities Current operating lease liabilities $ 33.5 Non-current lease liabilities Long-term operating lease liabilities 86.5 Total operating lease liabilities $ 120.0 Finance leases Right-of-use assets Property, plant and equipment, net $ 0.3 Current lease liabilities Current portion of long-term debt $ 0.1 Non-current lease liabilities Long-term debt 0.1 Total finance lease liabilities $ 0.2 Components of lease cost were as follows: Fiscal Year Ended (in millions) Operating lease cost $ 39.1 Finance lease cost: Amortization of right-of-use assets 0.1 Interest on lease liabilities — Total finance lease cost $ 0.1 Short-term lease cost 3.7 Variable lease cost 7.7 Total lease cost $ 50.6 Supplemental cash flow information and non-cash activity related to the Company's leases was as follows: Fiscal Year Ended (in millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 36.1 Operating cash flows from finance leases $ — Financing cash flows from finance leases $ 0.1 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 39.6 Finance leases $ — Weighted-average remaining lease term and discount rate for the Company's leases were as follows: As of September 26, 2020 (in millions) Weighted-average remaining lease term (in years): Operating leases 4.8 Finance leases 2.0 Weighted-average discount rate: Operating leases 3.43 % Finance leases 4.80 % Future non-cancelable lease payments under prior lease accounting rules (ASC 840) and under the new lease accounting rules (ASC 842) that went into effect September 29, 2019 were as follows: As of September 26, 2020 As of September 28, 2019 ASC 842 ASC 840 Operating Leases Finance Leases Operating Leases Fiscal Year (in millions) 2020 $ — $ — $ 38.0 2021 $ 36.6 $ 0.1 $ 29.3 2022 30.6 0.1 21.8 2023 20.1 — 11.3 2024 14.7 — 7.9 2025 11.1 — — Thereafter 17.5 — 20.7 Total future undiscounted lease payments $ 130.6 $ 0.2 $ 129.0 Less imputed interest (10.6) — Total reported lease liability $ 120.0 $ 0.2 Rental expense associated with the Company's leases was $41.7 million for fiscal 2019 and $35.4 million for fiscal 2018 and is included in cost of goods sold and occupancy or selling, general and administrative expenses in the Company's consolidated statements of operations. |
Leases | Leases The Company has operating and finance leases for manufacturing and distribution facilities, vehicles, equipment and office space. The Company's leases have remaining lease terms of one Basis of Presentation, Leases, for more information about the Company's lease accounting policies. Supplemental balance sheet information related to the Company's leases was as follows: Balance Sheet Classification As of (in millions) Operating leases Right-of-use assets Operating lease right-of-use assets $ 115.9 Current lease liabilities Current operating lease liabilities $ 33.5 Non-current lease liabilities Long-term operating lease liabilities 86.5 Total operating lease liabilities $ 120.0 Finance leases Right-of-use assets Property, plant and equipment, net $ 0.3 Current lease liabilities Current portion of long-term debt $ 0.1 Non-current lease liabilities Long-term debt 0.1 Total finance lease liabilities $ 0.2 Components of lease cost were as follows: Fiscal Year Ended (in millions) Operating lease cost $ 39.1 Finance lease cost: Amortization of right-of-use assets 0.1 Interest on lease liabilities — Total finance lease cost $ 0.1 Short-term lease cost 3.7 Variable lease cost 7.7 Total lease cost $ 50.6 Supplemental cash flow information and non-cash activity related to the Company's leases was as follows: Fiscal Year Ended (in millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 36.1 Operating cash flows from finance leases $ — Financing cash flows from finance leases $ 0.1 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 39.6 Finance leases $ — Weighted-average remaining lease term and discount rate for the Company's leases were as follows: As of September 26, 2020 (in millions) Weighted-average remaining lease term (in years): Operating leases 4.8 Finance leases 2.0 Weighted-average discount rate: Operating leases 3.43 % Finance leases 4.80 % Future non-cancelable lease payments under prior lease accounting rules (ASC 840) and under the new lease accounting rules (ASC 842) that went into effect September 29, 2019 were as follows: As of September 26, 2020 As of September 28, 2019 ASC 842 ASC 840 Operating Leases Finance Leases Operating Leases Fiscal Year (in millions) 2020 $ — $ — $ 38.0 2021 $ 36.6 $ 0.1 $ 29.3 2022 30.6 0.1 21.8 2023 20.1 — 11.3 2024 14.7 — 7.9 2025 11.1 — — Thereafter 17.5 — 20.7 Total future undiscounted lease payments $ 130.6 $ 0.2 $ 129.0 Less imputed interest (10.6) — Total reported lease liability $ 120.0 $ 0.2 Rental expense associated with the Company's leases was $41.7 million for fiscal 2019 and $35.4 million for fiscal 2018 and is included in cost of goods sold and occupancy or selling, general and administrative expenses in the Company's consolidated statements of operations. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Sep. 26, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following: September 26, 2020 September 28, 2019 (in thousands) Senior notes, interest at 6.125%, payable semi-annually, principal due November 2023 $ 400,000 $ 400,000 Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028 300,000 300,000 Unamortized debt issuance costs (6,142) (7,158) Net carrying value 693,858 692,842 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 — — Other notes payable 195 308 Total 694,053 693,150 Less current portion (97) (113) Long-term portion $ 693,956 $ 693,037 Senior Notes $300 million 5.125% Senior Notes On December 14, 2017, the Company issued $300 million aggregate principal amount of 5.125% senior notes due February 2028 (the "2028 Notes"). The Company will use the net proceeds from the offering to finance future acquisitions and for general corporate purposes. The Company incurred approximately $4.8 million of debt issuance costs in conjunction with this transaction, which included underwriter fees and legal, accounting and rating agency expenses. The debt issuance costs are being amortized over the term of the 2028 Notes. The 2028 Notes require semiannual interest payments on February 1 and August 1, which commenced on August 1, 2018. The 2028 Notes are unconditionally guaranteed on a senior basis by the Company's existing and future domestic restricted subsidiaries who are borrowers under or guarantors of Central's senior secured revolving credit facility or who guarantee the 2023 Notes. 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 us to repurchase all or a portion of the 2028 Notes at a purchase price equal to 101.0% of the principal amount of the notes repurchased, plus accrued and unpaid interest upon the occurrence of a change of control. The 2028 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject to certain baskets and exceptions. The Company was in compliance with all financial covenants as of September 26, 2020. $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 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 were unsecured senior obligations and were 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 were 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 were 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 were 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 could redeem some or all of the 2023 Notes, at its option, at any time 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 had 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 contained customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject to certain baskets and exceptions. The Company was in compliance with all financial covenants as of September 26, 2020. Issuance of $500 million 4.125% Senior Notes Subsequent to Central's fiscal year ended September 26, 2020, on October 16, 2020, the Company issued $500 million aggregate principal amount of 4.125% senior notes due October 2030 (the "2030 Notes"). 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 Amended Credit Facility. Central used the net proceeds from the offering to redeem its outstanding 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. See Note 20 - Subsequent Events . Asset-Based Loan Facility Amendment On September 27, 2019, the Company entered into a Second Amended and Restated Credit Agreement (“Amended Credit Facility”). The Amended Credit Facility amends and restates the previous credit agreement dated April 22, 2016 and continues to provide 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, as defined, if the Company exercises the accordion feature set forth therein (collectively, the “Amended Credit Facility”). The Amended Credit Facility matures on September 27, 2024. 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 initially based upon eligible receivables and inventory minus certain reserves and adjustments. The Amended Credit Facility also allows the Company to add real property to the borrowing base so long as the real property is subject to a first priority lien in favor of the Administrative Agent for the benefit of the Lenders. Net availability under the Amended Credit Facility was $400 million as of September 26, 2020. The Amended Credit Facility includes a $50 million sublimit for the issuance of standby letters of credit and an increased $40 million sublimit for short-notice borrowings. As of September 26, 2020, there were no borrowings outstanding and no letters of credit outstanding under the Credit Facility. There were other letters of credit of $2.4 million outstanding as of September 26, 2020. Borrowings under the Amended Credit Facility will bear interest at an index based on LIBOR or, at the option of the Company, the Base Rate (defined as the highest of (a) the SunTrust prime rate, (b) the Federal Funds Rate plus 0.50%, (c) one-month LIBOR plus 1.00%), plus, in either case, an applicable margin based on the Company’s consolidated senior leverage ratio and (d) 0.00%. Such applicable margin for LIBOR-based borrowings fluctuates between 1.00% and 1.50%, and was 1.25% as of September 26, 2020, and such applicable margin for Base Rate borrowings fluctuates between 0.00% and 0.50%, and was 0.25% as of September 26, 2020. An unused line fee shall be payable monthly 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 monthly and a facing fee of 0.125% shall be paid on demand 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. As of September 26, 2020, the applicable interest rate related to Base Rate borrowings was 3.5%, and the applicable interest rate related to one-month LIBOR-based borrowings was 1.4%. The Company incurred approximately $1.6 million of debt issuance costs in conjunction with this transaction, which included underwriter fees and legal expenses. The debt issuance costs are being amortized over the term of the Amended Credit Facility. The Amended Credit Facility 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 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. The Company was in compliance with all financial covenants under the Amended Credit Facility during the period ended September 26, 2020. The scheduled principal repayments on long-term debt as of September 26, 2020 are as follows: (in thousands) Fiscal year: 2021 $ 97 2022 80 2023 18 2024 400,000 (1) 2025 — Thereafter 300,000 Total $ 700,195 (2) (1) Subsequent to September 26, 2020, the Company repaid the $400 million aggregate principal amount of its 2023 Notes in conjunction with the issuance of its 2030 Notes. See Note 20 - Subsequent Events . (2) Debt repayments do not reflect the unamortized portion of deferred financing costs associated with the 2023 Notes and 2028 Notes of $6.1 million as of September 26, 2020, of which, $2.5 million is amortizable until November 2023, and $3.4 million is amortizable until February 2028 and is included in the carrying value. In conjunction with the repayment of the $400 million aggregate principal amount of its 2023 Notes subsequent to September 26, 2020, the Company wrote off the $2.5 million of unamortized deferred financing costs related to the 2023 Notes. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 26, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments Letters of credit – The Company had $2.4 million of outstanding letters of credit related to normal business transactions at September 26, 2020. These agreements require the Company to maintain specified amounts of cash as collateral in segregated accounts to support the letters of credit issued thereunder, which will affect the amount of cash the Company has available for other uses. The amount of cash collateral in these segregated accounts was $13.7 million and $13.0 million as of September 26, 2020 and September 28, 2019, respectively, and is reflected in “Restricted cash” on the Company's consolidated balance sheets. Purchase commitments – Production and purchase agreements (primarily for grass seed and grains) entered into in the ordinary course of business may obligate the Company to make future purchases based on estimated yields. The terms of these contracts vary; some have fixed prices or quantities while others have variable pricing and quantities. For certain agreements, management estimates are used to develop the quantities and pricing for anticipated purchases, and future purchases could vary significantly from such estimates. Contingencies The Company may from time to time become involved in legal proceedings in the ordinary course of business. Currently, the Company is not a party to any legal proceedings the resolution of which management believes could have a material effect on the Company’s financial position or results of operations with the exception of the proceeding below. In 2012, Nite Glow Industries, Inc and its owner, Marni Markell, (“Nite Glow”) filed suit in the U.S. District Court for New Jersey against the Company alleging that the applicator developed and used by the Company for certain of its branded topical flea and tick products infringes a patent held by Nite Glow and asserted related claims for breach of contract and misappropriation of confidential information based on the terms of a Non-Disclosure Agreement. On June 27, 2018, a jury returned a verdict in favor of Nite Glow on each of 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 has filed its notice of appeal and the plaintiffs have cross-appealed. The Company intends to vigorously pursue its rights on appeal and believes that it will prevail on the merits. While the Company believes that the ultimate resolution of this matter will not have a material impact on the Company's consolidated financial statements, the outcome of litigation is inherently uncertain and the final resolution of this matter may result in expense to the Company in excess of management's expectations. During fiscal 2013, the Company received notices from several states stating that they have appointed an agent to conduct an examination of the books and records of the Company to determine whether it has complied with state unclaimed property laws. In addition to seeking unclaimed property subject to escheat laws, the states may seek interest, penalties and other relief. The examinations are continuing; however, the ultimate resolution and impact on the Company's consolidated financial statements is uncertain. In November 2019, the DMC business unit in the Company's Pet Segment experienced a fire in one of its leased properties located in Athens, Texas, which resulted in inventory, property-related and business interruption losses in the estimated range of $35 - $40 million. In April 2020, DMC experienced an additional fire in the same leased property in Athens, Texas, which resulted in inventory and property-related losses estimated to be approximately $10 million. As of September 26, 2020, the Company had approximately $10 million of cost in excess of insurance proceeds related to these losses recorded on its balance sheet. The Company currently believes its insurance coverage is sufficient to cover the remaining asset-related losses as well as the business interruption loss associated with these events. The Company has experienced, and may in the future experience, issues with products that may lead to product liability, recalls, withdrawals, replacements of products, or regulatory actions by governmental authorities. The Company has not experienced recent issues with products, the resolution of which management believes would have a material effect on the Company’s financial position or results of operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 26, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income tax expense (benefit) consists of the following: Fiscal Year Ended September 26, 2020 September 28, 2019 September 29, 2018 (in thousands) Current: Federal $ 33,775 $ 17,048 $ 5,728 State 5,063 2,728 2,319 Foreign (5) 169 91 Total 38,833 19,945 8,138 Deferred: Federal (6,019) 4,278 (3,676) State (582) 2,380 (1,162) Foreign (14) 1 5 Total (6,615) 6,659 (4,833) Total $ 32,218 $ 26,604 $ 3,305 A reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate is as follows: Fiscal Year Ended September 26, 2020 September 28, 2019 September 29, 2018 Statutory federal income tax rate 21.0 % 21.0 % 24.5 % State income taxes, net of federal benefit 2.3 4.3 0.9 Other permanent differences — 0.7 (0.1) Adjustment of prior year accruals (0.2) (0.6) — Credits (0.6) (0.9) (0.8) Rate change – Tax reform — — (16.9) Stock based compensation (1.4) (1.6) (5.4) Other (0.1) (0.6) 0.4 Effective income tax rate 21.0 % 22.3 % 2.6 % Deferred income taxes reflect the impact of “temporary differences” between asset and liability amounts for financial reporting purposes and such amounts as determined based on existing tax laws. The tax effect of temporary differences and carryforwards which give rise to deferred tax assets and liabilities are as follows: September 26, 2020 September 28, 2019 Deferred Deferred Deferred Deferred (in thousands) Allowance for doubtful accounts $ 6,618 $ — $ 5,029 $ — Inventory write-downs 8,624 — 8,374 — Prepaid expenses — 1,603 — 2,060 Nondeductible reserves 9,484 — 3,968 — State taxes 505 — 39 — Employee benefits 12,913 — 5,704 — Depreciation and amortization — 85,302 — 77,901 Equity loss 2,047 — 884 — State net operating loss carryforward 5,652 — 6,579 — Stock based compensation 4,743 — 3,538 — State credits 2,732 — 2,819 — Other 1,774 — 4,774 — Valuation allowance (7,124) — (7,179) — Total $ 47,968 $ 86,905 $ 34,529 $ 79,961 The Company has state tax net operating losses of $97.7 million, which expire at various times between 2020 and 2040, and foreign losses of $4.8 million, of which $4.7 million do not expire, and $0.1 million which expire in 2029. The Company has state income tax credits of $3.5 million, which expire at various times beginning in 2020 through 2040. In evaluating the Company’s ability to recover its deferred tax assets, the Company considers all available positive and negative evidence including past operating results, future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance against any deferred tax assets. The Company has determined there will be insufficient future separate state and foreign taxable income for the separate parent company and foreign subsidiaries to realize the deferred tax assets. Therefore, valuation allowances of $7.1 million and $7.2 million (net of federal impact) at September 26, 2020 and September 28, 2019, respectively, have been provided to reduce state deferred tax assets to amounts considered recoverable. The Company classifies uncertain tax positions as non-current income tax liabilities unless expected to be paid within one year. The Company recognizes interest and/or penalties related to income tax matters as a component of pretax income. As of September 26, 2020 and September 28, 2019, accrued interest was less than $0.1 million and no penalties were accrued related to uncertain tax positions. The following table, which excludes interest and penalties, summarizes the activity related to the Company’s unrecognized tax benefits for fiscal years ended September 26, 2020 and September 28, 2019: (in thousands) Balance as of September 29, 2018 $ 518 Increases related to prior year tax positions 8 Increases related to current year tax positions 81 Decreases related to prior year tax positions — Settlements (124) Decreases related to lapse of statute of limitations — Balance as of September 28, 2019 $ 483 Increases related to prior year tax positions — Increases related to current year tax positions 80 Decreases related to prior year tax positions — Settlements — Decreases related to lapse of statute of limitations (236) Balance as of September 26, 2020 $ 327 As of September 26, 2020, unrecognized income tax benefits totaled approximately $0.3 million and all of the unrecognized tax benefits would, if recognized, impact the Company’s effective income tax rate. The Company is principally subject to taxation by the United States and various states within the United States. The Company’s tax filings in major jurisdictions are open to examination by tax authorities by the Internal Revenue Service from fiscal year ended 2017 forward and in various state taxing authorities generally from fiscal year ended 2016 forward. The Company believes there is a reasonable chance that its unrecognized tax benefits will decrease by less than $0.1 million within the next twelve months. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Sep. 26, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company’s 2003 Omnibus Equity Incentive Plan (the “2003 Plan”), as amended, allows for the grant of options, restricted stock and certain other specified types of awards to key employees, directors and consultants of the Company. The 2003 Plan is administered by the Compensation Committee of the Board of Directors, which is comprised only of independent directors, and which must approve individual awards to be granted, vesting and exercise of share conditions. There are a total of 5.8 million shares of Common Stock, 19.7 million shares of Class A Common Stock and 500,000 shares of Preferred Stock authorized under the 2003 Plan. If and when the Company issues any shares of Preferred Stock under the 2003 Plan, it will reduce the amount of Class A Common Stock available for future issuance in an amount equal to the number of shares of Class A Common Stock that are issuable upon conversion of such Preferred Stock. The Company has a Nonemployee Director Equity Incentive Plan (the “Director Plan”) which provides for the grant of options and restricted stock to nonemployee directors of the Company. The Director Plan, as amended, provides for the granting to each independent director of options to purchase a number of shares equal to $200,000 divided by the fair market value of the Company’s common stock on the date of each annual meeting of stockholders and a number of shares of restricted stock equal to 20,000 divided by such fair market value. In October 2020, the Director Plan was amended such that the number of shares of restricted stock granted to each independent director would be equal to 70,000 divided by the fair market value of the Company's common stock on the date of each annual meeting of shareholders. As of September 26, 2020, there were approximately 4.1 million shares of Class A Common Stock, no shares of Common Stock and no shares of Preferred Stock reserved for outstanding equity awards, and there were approximately 4.6 million shares of Common Stock, 9.9 million shares of Class A Common Stock and 0.5 million shares of Preferred Stock remaining for future awards. Stock Option Awards The Company recognized stock-based compensation expense of $19.0 million, $14.7 million, and $11.6 million for the years ended September 26, 2020, September 28, 2019 and September 29, 2018, respectively, as a component of selling, general and administrative expenses. Share-based compensation expense in fiscal 2020, 2019 and 2018 consisted of $5.1 million, $4.5 million, and $3.9 million, respectively, for stock options, and $7.5 million, $6.0 million and $5.4 million, respectively, for stock awards. Share-based compensation expense in fiscal 2020, 2019 and 2018 also includes $6.4 million, $4.2 million and $2.3 million, respectively, for the Company’s 401(k) matching contributions. During fiscal 2020, the Company granted time-based stock options with an exercise price based on the closing fair market value on the date of the grant. The majority of the options granted in fiscal 2020 vest in four annual installments commencing approximately one year from the date of grant and expire approximately 6 years after the grant date. The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. Expected stock price volatilities are estimated based on the historical volatility of the Company’s stock price. The expected term of options granted is based on analyses of historical employee termination rates, option exercises and the contractual term of the option. The risk-free rates are based on U.S. Treasury yields, for notes with comparable terms as the option grants, in effect at the time of the grant. For purposes of this valuation model, no dividends have been assumed. The Company’s calculations were made using the Black-Scholes option pricing model with the following weighted average assumptions: expected life from the date of grant 3.7 years in fiscal 2020, 2019 and 2018; stock price volatility, 32.6% in fiscal 2020, 30.4% in fiscal 2019, and 31.6% in fiscal 2018; risk free interest rates, 1.4% in fiscal 2020, 2.5% in fiscal 2019 and 2.4% in 2018; and no dividends during the expected term. The following table summarizes option activity for the period ended September 26, 2020: Number of Shares (in thousands) Weighted Weighted Average Aggregate Outstanding at September 28, 2019 2,549 $ 25.32 4 years $ 12,498 Granted 1,190 $ 29.25 Exercised (581) $ 15.64 Canceled or expired (137) $ 30.56 Outstanding at September 26, 2020 3,021 $ 28.46 4 years $ 19,039 Exercisable at September 29, 2018 636 $ 16.35 3 years 10,731 Exercisable at September 28, 2019 957 $ 21.08 3 years 8,589 Exercisable at September 26, 2020 1,016 26.41 3 years 8,533 Expected to vest after September 26, 2020 1,863 27.87 5 years 9,762 The prices of options to purchase shares of common stock and Class A common stock outstanding at September 26, 2020, September 28, 2019 and September 29, 2018 were between $10.63 to $38.10 per share, $8.56 to $38.10 per share and $6.43 to $38.10 per share, respectively. The weighted average grant date fair value of options granted during the fiscal years ended September 26, 2020, September 28, 2019 and September 29, 2018 was $7.60, $7.28 and $9.80, respectively. The total intrinsic value of options exercised during the fiscal years ended September 26, 2020, September 28, 2019 and September 29, 2018 was $9.9 million, $6.7 million, and $16.6 million, respectively. As of September 26, 2020, there was $12.3 million of total unrecognized compensation cost related to nonvested stock options, which is expected to be recognized over a remaining weighted-average vesting period of three years. Restricted Stock Awards As of September 26, 2020 and September 28, 2019, there were approximately 1.1 million and 1.1 million, respectively, of restricted stock awards outstanding. Awards granted in fiscal 2020 and 2019 generally vest within four Restricted stock award activity during the period ended September 26, 2020 is summarized as follows: Number of Weighted Average (in thousands) Nonvested at September 28, 2019 1,083 $ 26.60 Granted 334 $ 28.68 Vested (250) $ 21.14 Forfeited (44) $ 25.91 Nonvested at September 26, 2020 1,123 $ 28.45 As of September 26, 2020, there was $22.9 million of unrecognized compensation cost related to nonvested restricted stock awards, which is expected to be recognized over a weighted average period of three years. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Sep. 26, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity At September 26, 2020 and September 28, 2019, there were 80,000,000 shares of common stock ($0.01 par value) authorized, of which 11,336,358 and 11,543,969, respectively, were outstanding, and 100,000,000 shares of non-voting Class A common stock ($0.01 par value) authorized, of which 41,856,626 and 42,968,493, respectively, were outstanding. The preferences and relative rights of the Class A common stock are identical to common stock in all respects, except that the Class A common stock generally has no voting rights unless otherwise required by Delaware law. There are 3,000,000 shares of Class B stock ($0.01 par value) authorized, of which 1,612,374 and 1,652,262 were outstanding at September 26, 2020 and September 28, 2019. The voting powers, preferences and relative rights of the Class B stock are identical to common stock in all respects except that (i) the holders of common stock are entitled to one vote per share and the holders of Class B stock are entitled to the lesser of ten votes per share or 49% of the total votes cast, (ii) stock dividends on common stock may be paid only in shares of common stock and stock dividends on Class B stock may be paid only in shares of Class B stock and (iii) shares of Class B stock have certain conversion rights and are subject to certain restrictions on ownership and transfer. Each share of Class B stock is convertible into one share of common stock, at the option of the holder. Additional shares of Class B stock may only be issued with majority approval of the holders of the common stock and Class B stock, voting as separate classes. There are 1,000,000 shares of preferred stock ($0.01 par value) authorized, of which none were outstanding at September 26, 2020 and September 28, 2019. In August 2018, the Company closed an underwritten public offering of its Class A common stock pursuant to a registration statement on Form S-3. The Company issued and sold an aggregate of 5,500,000 shares of common stock under the registration statement at a public offering price of $37.00 per share, including 550,000 shares issued upon exercise by the underwriters of their option to purchase additional shares. The Company received net proceeds of approximately $195.6 million after deducting underwriting discounts and commissions and other offering expenses payable by the Company. During fiscal 2011, the Company’s Board of Directors authorized a $100 million share repurchase program, in part, to minimize the dilutive impact of the Company’s stock-based equity compensation programs over time, which was fully utilized in the fourth quarter of fiscal 2019. In August 2019, the Company's Board of Directors authorized a new share repurchase program to purchase up to $100 million of its common stock (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. As of September 26, 2020, the Company had $100 million remaining under its 2019 Repurchase Authorization. During fiscal 2020, the Company repurchased approximately 0.2 million shares of its voting common stock (CENT) on the open market at an aggregate cost of approximately $6.6 million, or approximately $26.63 per share, and approximately 1.8 million shares of its non-voting common stock (CENTA) on the open market at an aggregate cost of approximately $45.7 million, or $25.90 per share. In February 2019, the Board of Directors authorized the Company to make supplemental purchases to minimize dilution resulting from issuances under its equity compensation plans (the "Equity Dilution Authorization"). In addition to the Company's regular share repurchase program, it is permitted to purchase annually a number of shares equal to the number of shares of restricted stock or 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. As of September 26, 2020, the Company had authorization remaining from the fiscal 2019 and 2018 equity plan activity to repurchase up to 0.7 million shares under its Equity Dilution Authorization. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Sep. 26, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share (EPS) computations: Fiscal Year Ended September 26, 2020 Fiscal Year Ended September 28, 2019 Fiscal Year Ended September 29, 2018 Net Shares Per Net Shares Per Net Shares Per (in thousands, except per share amounts) Basic EPS: Net income available to common shareholders $ 120,676 54,008 $ 2.23 $ 92,786 56,770 $ 1.63 $ 123,594 51,716 $ 2.39 Effect of dilutive securities: Options to purchase common stock 316 (0.01) 509 (0.01) 996 (0.05) Restricted shares 414 (0.02) 332 (0.01) 629 (0.02) Diluted EPS: Net income available to common shareholders $ 120,676 54,738 $ 2.20 $ 92,786 57,611 $ 1.61 $ 123,594 53,341 $ 2.32 For fiscal 2020, options to purchase 1.0 million shares were not included in the computation of diluted earnings per share because the option exercise prices were greater than the average market price of the common shares and, therefore, the effect of including these options would be anti-dilutive. For fiscal 2019, options to purchase 1.1 million shares were not included in the computation of diluted earnings per share because the option exercise prices were greater than the average market price of the common shares and, therefore, the effect of including these options would be anti-dilutive. For fiscal 2018, options to purchase two thousand shares were not included in the computation of diluted earnings per share because the option exercise prices were greater than the average market price of the common shares and, therefore, the effect of including these options would be anti-dilutive. |
Quarterly Financial Data - Unau
Quarterly Financial Data - Unaudited | 12 Months Ended |
Sep. 26, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data - Unaudited | Quarterly Financial Data – Unaudited Fiscal 2020 1 st Quarter 2 nd Quarter 3 rd Quarter 4 th Quarter (in thousands, except per share amounts) Net sales $ 482,828 $ 703,229 $ 833,483 $ 675,969 Gross profit 131,266 207,117 262,060 196,115 Net income (loss) attributable to Central Garden & Pet Company (4,417) 42,704 68,800 13,589 Net income (loss) per share: Basic $ (0.08) $ 0.79 $ 1.29 $ 0.25 Diluted $ (0.08) $ 0.78 $ 1.27 $ 0.25 Weighted-average common shares outstanding: Basic 54,755 54,281 53,441 53,619 Diluted 54,755 54,952 54,168 54,515 Fiscal 2019 1 st Quarter 2 nd Quarter 3 rd Quarter 4 th Quarter (in thousands, except per share amounts) Net sales $ 461,990 $ 673,701 $ 706,575 $ 540,744 Gross profit 130,182 206,051 219,284 148,524 Net income attributable to Central Garden & Pet Company 1,803 42,391 46,152 2,440 Net income per share: Basic $ 0.03 $ 0.74 $ 0.81 $ 0.04 Diluted $ 0.03 $ 0.73 $ 0.80 $ 0.04 Weighted-average common shares outstanding: Basic 56,903 57,050 57,319 56,017 Diluted 58,001 58,026 57,985 56,618 |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Sep. 26, 2020 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | Transactions with Related PartiesDuring fiscal 2020, 2019 and 2018, Tech Pac, a subsidiary of the Company, made purchases from Contract Packaging, Inc, (“CPI”), Tech Pac’s principal supplier and a minority 20% shareholder in Tech Pac. Tech Pac’s total purchases from CPI were approximately $31.3 million, $32.5 million and $51.1 million for fiscal years 2020, 2019 and 2018, respectively. Amounts due from CPI as of September 26, 2020 and September 28, 2019 were $0.9 million and $0.3 million, respectively. |
Business Segment Data
Business Segment Data | 12 Months Ended |
Sep. 26, 2020 | |
Segment Reporting [Abstract] | |
Business Segment Data | Business Segment Data The Company’s chief operating decision-maker is its Chief Executive Officer. Operating segments are managed separately because each segment represents a strategic business that offers different products or services. The Company’s chief operating decision maker evaluates performance based on operating income or loss. The Company’s Corporate division is included in the following presentation since certain expenses of this division are not allocated separately to the two operating segments. Segment assets exclude cash equivalents, short-term investments, goodwill, and deferred taxes. Management has determined that the Company has two operating segments which are also reportable segments based on the level at which the chief operating decision maker reviews the results of operations to make decisions regarding performance assessment and resource allocation. These operating segments are the Pet segment and the Garden segment. Substantially all of the Company’s assets and operations relate to its business in the United States. The Pet segment consists of DMC, K&H Manufacturing, Four Paws Products, TFH Publications, Kaytee, C&S Products, Aquatics, Interpet, IMS, Pets International, Breeder’s Choice, Life Sciences and Segrest. These businesses are engaged in the manufacturing, purchase, sale and delivery of internally and externally produced pet supplies, food, live fish and small animals principally to independent pet distributors, national and regional retail chains, grocery stores, mass merchants and bookstores, as well as through eCommerce. The Garden segment consists of Pennington Seed, Hydro Organics, AMBRANDS, Lilly Miller, the Pottery Group, Bell Nursery, Arden Companies and Gulfstream. Products manufactured, designed and sourced, grown or distributed are products found typically in the lawn and garden sections of mass merchandisers, warehouse-type clubs, home improvement centers and nurseries and include grass seed, bird feed, terra cotta pottery, live plants, herbicides and insecticides. These products are sold directly to national and regional retail chains, independent garden distributors, grocery stores, nurseries and garden supply retailers. The Corporate division includes expenses associated with corporate functions and projects, certain employee benefits, interest income, interest expense and inter-segment eliminations. The following table indicates each class of similar products which represented approximately 10% or more of the Company’s consolidated net sales in the fiscal years presented (in millions). Category 2020 2019 2018 (in millions) Other pet products $ 705.2 $ 613.4 $ 606.7 Other garden products 607.6 560.8 445.7 Other manufacturers' products 600.7 504.5 454.3 Dog & cat products 502.1 452.1 445.1 Controls & fertilizer products 279.9 252.2 263.6 Total $ 2,695.5 $ 2,383.0 $ 2,215.4 See Note 4 – Concentration of Credit Risk and Significant Customers and Suppliers for the Company’s largest customers by segment. Financial information relating to the Company’s business segments for each of the three most recent fiscal years is presented in the table below: Fiscal Year Ended September 26, 2020 September 28, 2019 September 29, 2018 (in thousands) Net sales: Pet segment $ 1,562,160 $ 1,384,686 $ 1,340,899 Garden segment 1,133,349 998,324 874,463 Total $ 2,695,509 $ 2,383,010 $ 2,215,362 Operating income (loss): Pet segment $ 154,190 $ 122,727 (1) $ 140,353 Garden segment 132,592 102,170 95,551 Corporate (88,805) (72,829) (68,568) Total 197,977 152,068 167,336 Interest expense (44,016) (42,614) (39,196) Interest income 4,027 9,554 3,145 Other income (expense), net (4,250) 243 (3,860) Income before income taxes and noncontrolling interest 153,738 119,251 127,425 Income tax expense 32,218 26,604 3,305 Net income including noncontrolling interest 121,520 92,647 124,120 Net income (loss) attributable to noncontrolling interest 844 (139) 526 Net income attributable to Central Garden & Pet Company $ 120,676 $ 92,786 $ 123,594 Assets: Pet segment $ 813,416 $ 734,380 $ 683,938 Garden segment 545,886 463,889 407,483 Corporate and eliminations 980,062 826,751 815,788 Total $ 2,339,364 $ 2,025,020 $ 1,907,209 Depreciation and amortization: Pet segment $ 35,186 $ 32,803 $ 29,889 Garden segment 13,520 11,959 8,744 Corporate 6,653 6,066 8,566 Total $ 55,359 $ 50,828 $ 47,199 Expenditures for long-lived assets: Pet segment $ 28,270 $ 20,793 $ 26,979 Garden segment 11,013 9,068 8,016 Corporate 3,772 1,716 2,850 Total $ 43,055 $ 31,577 $ 37,845 Noncontrolling interest is associated with the Garden segment. (1) Includes a $2.5 million impairment charge in fiscal 2019. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 26, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events 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"). 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. Central used the net proceeds to redeem all of its outstanding 6.125% senior notes due 2023 ("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. As a result of the Company's redemption of the 2023 Notes, it will recognize a charge in its fiscal 2021 first quarter of approximately $6.1 million related to the payment of the call premium and a $2.5 million non-cash charge for the write-off of unamortized financing costs in interest expense. The Company incurred approximately $8 million in financing costs associated with this issuance that will be amortized over the term of the 2030 Notes. Breeder's Choice Transaction In October 2020, Central agreed to the sale of its Breeder's Choice business unit, a manufacturer of branded and private label natural pet food, in order to focus on businesses that more closely align with the Company's strategy. The transaction is subject to certain conditions and Central expects to finalize the transaction in December 2020. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 26, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization – Central Garden & Pet Company (“Central”), a Delaware corporation, and subsidiaries (the “Company”), is a leading marketer and producer of quality branded products and distributor of third-party products in the pet and lawn and garden supplies markets. |
Basis of Consolidation and Presentation | Basis of Consolidation and Presentation – The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of Central and all majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The fiscal years ended September 26, 2020, September 28, 2019 and September 29, 2018 each included 52 weeks. |
Noncontrolling Interest | Noncontrolling Interest – Noncontrolling interest in the Company’s consolidated financial statements represents the 20% interest not owned by the Company in a consolidated subsidiary. Since the Company controls this subsidiary, its financial statements are consolidated with those of the Company, and the noncontrolling owner’s 20% share of the subsidiary’s net assets and results of operations is deducted and reported as noncontrolling interest on the consolidated balance sheets and as net income attributable to noncontrolling interest in the consolidated statements of operations. |
Use of Estimates | Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including realization of accounts receivable and inventory and valuation of goodwill and intangibles. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition and Nature of Products and Services The Company manufactures, markets and distributes a wide variety of branded, private label and third-party pet and garden products to wholesalers, distributors and retailers, primarily in the United States. The majority of the Company’s revenue is generated from the sale of finished pet and garden products. The Company also recognizes a minor amount of non-product revenue (approximately one percent of consolidated net sales) comprising third-party logistics services, merchandising services and royalty income from sales-based licensing arrangements. Product and non-product revenue is recognized when performance obligations under the terms of the contracts with customers are satisfied. The Company recognizes product revenue when control over the finished goods transfers to its customers, which generally occurs upon shipment to, or receipt at, customers’ locations, as determined by the specific terms of the contract. These revenue arrangements generally have single performance obligations. Non-product revenue is recognized as the services are provided to the customer in the case of third-party logistics services and merchandising services, or as third-party licensee sales occur for royalty income. Revenue, which includes shipping and handling charges billed to the customer, is reported net of variable consideration and consideration payable to our customers, including applicable discounts, returns, allowances, trade promotion, unsaleable product, consumer coupon redemption and rebates. The amount billed to customers for shipping and handling costs included in net sales for the fiscal years ended September 26, 2020, September 28, 2019 and September 29, 2018 was $12.5 million, $13.8 million and $12.2 million, respectively. Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. Key sales terms are established on a frequent basis such that most customer arrangements and related incentives have a one year or shorter duration. As such, the Company does not capitalize contract inception costs. Product fulfillment costs are capitalized as a part of inventoriable costs in accordance with our inventory policies. The Company generally does not have unbilled receivables at the end of a period. Deferred revenues are not material and primarily include advance payments for services that have yet to be rendered. The Company does not receive noncash consideration for the sale of goods. Amounts billed and due from our customers are classified as receivables and require payment on a short-term basis; therefore, the Company does not have any significant financing components. Sales Incentives and Other Promotional Programs The Company routinely offers sales incentives and discounts through various regional and national programs to our customers and consumers. These programs include product discounts or allowances, product rebates, product returns, one-time or ongoing trade-promotion programs with customers and consumer coupon programs that require the Company to estimate and accrue the expected costs of such programs. The costs associated with these activities are accounted for as reductions to the transaction price of the Company’s products and are, therefore, recorded as reductions to gross sales at the time of sale. The Company bases its estimates of incentive costs on historical trend experience with similar programs, actual incentive terms per customer contractual obligations and expected levels of performance of trade promotions, utilizing customer and sales organization inputs. The Company maintains liabilities at the end of each period for the estimated incentive costs incurred but unpaid for these programs. Differences between estimated and actual incentive costs are generally not material and are recognized in earnings in the period such differences are determined. Reserves for product returns, accrued rebates and promotional accruals are included in the condensed consolidated balance sheets as part of accrued expenses, and the value of inventory associated with reserves for sales returns is included within prepaid and other current assets on the condensed consolidated balance sheets. |
Cost of goods sold and occupancy | Cost of goods sold and occupancy consists of cost of product, inbound freight charges, purchasing and receiving costs, certain indirect purchasing, merchandise handling and storage costs, internal transfer costs as well as allocations of overhead costs, including depreciation, related to the Company’s facilities. Cost of goods sold excludes substantially all shipping and handling and out-bound freight costs to customers, which are included in selling, general and administrative expenses as delivery expenses. |
Advertising Costs | Advertising Costs – The Company expenses the costs of advertising as incurred. |
Other income (expense) | Other income (expense) consists principally of earnings (losses) from equity method investments and foreign exchange gains and losses. |
Income taxes | Income taxes are accounted for under the asset and liability method. Deferred income taxes result primarily from bad debt allowances, inventory and goodwill write-downs, amortization and depreciation. The Company establishes a valuation allowance for deferred tax assets when management believes it is more likely than not a deferred tax asset will not be realized. |
Cash, cash equivalents and restricted cash | Cash, cash equivalents and restricted cash |
Accounts receivable | Accounts receivable are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest, although a finance charge may be applied to such receivables that are past due. |
Allowance for doubtful accounts | Allowance for doubtful accounts – Trade accounts receivable are regularly evaluated for collectability based on past credit history with customers, their current financial condition and their expected deductions. |
Inventories | Inventories, which primarily consist of garden products and pet supplies finished goods, are stated at the lower of FIFO cost or market. Cost includes certain indirect purchasing, merchandise handling and storage costs incurred to acquire or manufacture inventory, costs to unload, process and put away shipments received in order to prepare them to be picked for orders, and certain other overhead costs. The amount of such costs capitalized to inventory is computed based on an estimate of costs related to the procurement and processing of inventory to prepare it for sale compared to total product purchases |
Land, buildings, improvements and equipment | Land, buildings, improvements and equipment are stated at cost. Depreciation is computed by the straight-line method over 30 years for buildings. Improvements are amortized on a straight-line basis over the shorter of the useful life of the asset or the terms of the related leases. Depreciation on equipment and capitalized software is computed by the straight-line method over the estimated useful lives of three |
Long-Lived Assets | Long-Lived Assets – The Company reviews its long-lived assets, including amortizable and indefinite-lived intangible assets and property, plant and equipment, for potential impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable, and annually for indefinite-lived intangible assets. An impairment loss would be recognized for amortizable intangible assets and property, plant and equipment when the estimated fair value of the asset is less than its carrying amount. An impairment loss would be recognized for an intangible asset with an indefinite useful life if its carrying value exceeds its fair value. Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. There were no impairment losses recorded in fiscal 2018. As a result of one of our retail customers exiting the live fish business, factors indicating the carrying value of certain amortizable intangible assets may not be recoverable were present during the quarter ended March 30, 2019. The Company performed impairment testing on these assets, found the carrying value was not recoverable, and accordingly, recorded an impairment charge in its Pet segment of approximately $2.5 million as part of selling, general and administrative expenses in the consolidated statements of operations for the fiscal year ended September 28, 2019. |
Goodwill | Goodwill represents the excess of cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Identifiable intangible assets acquired in business combinations are recorded based on their fair values at the date of acquisition. Goodwill is not subject to amortization but must be evaluated for impairment annually. The Company tests for goodwill impairment annually or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. |
Investments | Investments – The Company owns membership interests ranging from 7% to 50% in eleven unconsolidated companies. The Company accounts for its interest in these entities using the equity method and in accordance with Accounting Standards Codification (ASC) 321 – |
Leases | Leases - Effective September 29, 2019, the Company adopted Accounting Standards Codification 842, Leases ("ASC 842"). Under this guidance, the Company determines whether an arrangement contains a lease at inception by determining if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration and other facts and circumstances. On September 29, 2019, the Company began to record operating leases on its consolidated balance sheet. As of December 28, 2019, long-term operating lease right-of-use ("ROU") assets and current and long-term operating lease liabilities were presented separately in the consolidated balance sheets. Finance lease ROU assets continue to be presented in property, plant and equipment, net, and the related finance liabilities have been presented with current and long-term debt in the consolidated balance sheets. Lease ROU assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets are calculated based on the lease liability adjusted for any lease payments paid to the lessor at or before the commencement date and excludes any lease incentives received from the lessor. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. As the Company's leases typically do not contain a readily determinable implicit rate, the Company determines the present value of the lease liability using its incremental borrowing rate at the lease commencement date based on the lease term on a collateralized basis. Variable lease payments are expensed as incurred and include certain non-lease components, such as maintenance and other services provided by the lessor, and other charges included in the lease, as applicable. Non-lease components and the lease components to which they relate are accounted for as a single lease component, as the Company has elected to combine lease and non-lease components for all classes of underlying assets. |
Insurance | Insurance – The Company maintains insurance for certain risks, including workers’ compensation, general liability and automobile liability, and is self-insured for employee related health care benefits. The Company’s workers’ compensation, general liability and automobile liability insurance policies include deductibles of $250,000 to $350,000 per occurrence. The Company maintains excess loss insurance that covers any health care claims in excess of $750,000 per person per year. The Company establishes reserves for losses based on its claims experience and actuarial estimates of the ultimate loss amount inherent in the claims, including claims incurred but not yet reported. Costs are recognized in the period the claim is incurred, and the financial statement accruals include an estimate of claims incurred but not yet reported. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments – At September 26, 2020 and September 28, 2019, the carrying amount of cash and cash equivalents, short term investments, accounts receivable and payable, short term borrowings and accrued liabilities approximates fair value because of the short term nature of these instruments. The estimated fair value of the Company’s senior subordinated notes is based on quoted market prices for these instruments. |
Stock-Based Compensation | Stock-Based Compensation – Stock-based compensation cost is estimated at the grant date based on the fair value of the award and is expensed ratably over the service period of the award. |
Total Comprehensive Income (Loss) | Total Comprehensive Income (Loss) – Total comprehensive income (loss) consists of two components: net income and other comprehensive income (loss). Other comprehensive income (loss) refers to gains and losses that under generally accepted accounting principles are recorded directly as an element of shareholders’ equity, but are excluded from net income, and is comprised of currency translation adjustments relating to the Company’s foreign subsidiary whose functional currency is not the U.S. dollar |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted Leases In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842). ASU 2016-02 requires companies to recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use assets and disclose key information about leasing information. Topic 842 was subsequently amended by ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842 ; ASU 2018-10, Codification Improvements to Topic 842, Leases ; and ASU 2018-11, Targeted Improvements . The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company adopted the new standard in the first quarter of fiscal 2020, on a modified retrospective basis using the optional transition method, and accordingly, has not restated comparative periods. Fiscal 2019 balances and related disclosures supporting those comparative period balances continue to be presented under ASC 840, "Leases." The new standard provides a number of optional practical expedients in transition. The Company elected the 'package of practical expedients,' which permit it to not reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company elected not to recognize ROU assets and lease liabilities for short-term operating leases with terms of 12 months or less. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements, the latter not being applicable. Upon adoption, the Company recorded operating lease right-of-use assets and lease liabilities of approximately $111 million and $115 million, respectively, in the consolidated balance sheet, which included the reclassifications of amounts presented in comparative periods as deferred rent as a reduction of the ROU assets. The Company did not record an adjustment to beginning retained earnings associated with the adoption of this standard. Information on our current operating leases can be found in Note 10 - Leases . Guarantor Financial Information In March 2020, the Securities Exchange Commission (SEC) amended Rule 3-10 of Regulation S-X regarding financial disclosure requirements for registered debt offerings involving subsidiaries as either issuers or guarantors and affiliates whose securities are pledged as collateral. This new guidance narrows the circumstances that require separate financial statements of subsidiary issuers and guarantors and streamlines the alternative disclosures required in lieu of those statements. The guidance is effective for filings on or after January 4, 2021, with early adoption permitted . The Company early adopted these amendments for the quarter ended June 27, 2020, which included replacing guarantor condensed consolidating financial information with summarized financial information for the Parent Issuer subsidiaries and Guarantor subsidiaries, as well as no longer requiring guarantor cash flow information, financial information for non-guarantor subsidiaries, and a reconciliation to the consolidated results. Accordingly, summarized financial information has been presented for the Parent/Issuer subsidiaries and Guarantors on our senior notes for the most recent fiscal year and the year-to-date interim period, and the location of the required disclosures has been removed from the Notes to the Consolidated Financial Statements and moved to Part 1. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Accounting Standards Not Yet Adopted Credit Losses In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), which changes the impairment model for most financial assets to require measurement and recognition of expected credit losses for financial assets held. The guidance is effective for annual periods or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, or the Company's first quarter of fiscal 2021. The Company is currently evaluating the effect that ASU 2016-13 will have on its consolidated financial statements and related disclosures. Goodwill and Intangible Assets In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment. The new guidance simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The new guidance is effective for annual periods or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, or the Company's first quarter of fiscal 2021. The amendment should be applied on a prospective basis. Based on the Company's most recent annual goodwill impairment test performed as of June 28, 2020, there were no reporting units for which the carrying amount of the reporting unit exceeded its fair value; therefore, this ASU would not currently have an impact on the Company's consolidated financial statements and related disclosures. However, if upon adoption the carrying amount of a reporting unit exceeds its fair value, the Company would be impacted by the amount of impairment recognized. I n August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 is effective for annual periods beginning after December 15, 2019 and interim periods within those annual periods, with early adoption permitted, and is effective for the Company in fiscal 2021. The amendments in this ASU should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently evaluating the effect that ASU 2018-15 will have on its consolidated financial statements and related disclosures. Fair Value Disclosures In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement . This ASU modifies the disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures. ASU 2018-13 is effective for annual periods beginning after December 15, 2019 and interim periods within those annual periods, with early adoption permitted and is effective for the Company in fiscal 2021. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company is currently evaluating the effect that ASU 2018-13 will have on its consolidated financial statements and related disclosures. |
Fair Value Measurements | Generally accepted accounting principles require financial assets and liabilities to be categorized based on the inputs used to calculate their fair values as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 – Unobservable inputs for the asset or liability, which reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). The Company’s financial instruments include cash and equivalents, restricted cash and equivalents, short term investments, accounts receivable and payable, derivative instruments, short-term borrowings, and accrued liabilities. The carrying amount of these instruments approximates fair value because of their short-term nature. |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 26, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reconciliation of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the condensed consolidated statements of cash flows as of September 26, 2020, September 28, 2019 and September 29, 2018, respectively (in thousands). September 26, 2020 September 28, 2019 September 29, 2018 (in thousands) Cash and cash equivalents $ 652,712 $ 497,749 $ 482,106 Restricted cash 13,685 12,952 10,899 Total cash, cash equivalents and restricted cash $ 666,397 $ 510,701 $ 493,005 |
Reconciliation of Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the condensed consolidated statements of cash flows as of September 26, 2020, September 28, 2019 and September 29, 2018, respectively (in thousands). September 26, 2020 September 28, 2019 September 29, 2018 (in thousands) Cash and cash equivalents $ 652,712 $ 497,749 $ 482,106 Restricted cash 13,685 12,952 10,899 Total cash, cash equivalents and restricted cash $ 666,397 $ 510,701 $ 493,005 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Sep. 26, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of September 26, 2020: Level 1 Level 2 Level 3 Total (in thousands) Liabilities: Liability for contingent consideration (a) $ — $ — $ 1,369 $ 1,369 Total liabilities $ — $ — $ 1,369 $ 1,369 The following table presents our financial assets and liabilities at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of September 28, 2019: Level 1 Level 2 Level 3 Total (in thousands) Liabilities: Liability for contingent consideration (a) $ — $ — $ 7,369 $ 7,369 Total liabilities $ — $ — $ 7,369 $ 7,369 (a) The liability for contingent consideration relates to an earn-out for B2E, acquired in December 2012, future performance-based contingent payments for Hydro-Organics Wholesale, Inc., acquired in October 2015 and future performance-based contingent payments for Segrest, Inc., acquired in October 2016. The fair value of the estimated contingent consideration arrangement is determined based on the Company’s evaluation as to the probability and amount of any earn-out that will be achieved based on expected future performance by the acquired entity. This is presented as part of long-term liabilities in the Company's consolidated balance sheets. |
Summary of Changes in Fair Value of Level 3 Financial Instruments | The following table provides a summary of changes in fair value of the Company's Level 3 financial instruments for the years ended September 26, 2020 and September 28, 2019: Amount (in thousands) Balance as of September 28, 2019 $ 7,369 Estimated contingent performance-based consideration established at the time of acquisition — Changes in the fair value of contingent performance-based payments 227 Performance-based payments made (6,227) Balance as of September 26, 2020 $ 1,369 |
Acquisitions and Investments _2
Acquisitions and Investments in Joint Ventures (Tables) | 12 Months Ended |
Sep. 26, 2020 | |
C&S Products | |
Business Acquisition [Line Items] | |
Summary of Recording of Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the purchase price and recording of fair values of the assets acquired and liabilities assumed as of the acquisition date and subsequent adjustments. Amounts 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 $ 9,794 $ 441 $ 10,235 Fixed assets 23,743 (3,786) 19,957 Goodwill — 3,878 3,878 Other assets 5,081 (3,242) 1,839 Other intangible assets, net — 2,810 2,810 Current liabilities (2,137) — (2,137) Long-term obligations (6,457) (101) (6,558) Net assets acquired, less cash and cash equivalents $ 30,024 $ — $ 30,024 (1) As previously reported in the Company's Form 10-Q for the period ended December 28, 2019. |
Arden Companies | |
Business Acquisition [Line Items] | |
Summary of Recording of Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the purchase price and recording of fair values of the assets acquired and liabilities assumed as of the acquisition date and subsequent adjustments. Amounts 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 $ 51,211 $ 1,540 $ 52,751 Fixed assets 6,311 5,376 11,687 Other Assets 14,868 (14,868) — Goodwill — 4,900 4,900 Intangible assets — 10,930 10,930 Current liabilities (19,853) — (19,853) Short-term debt (22,000) — (22,000) Long-term debt (19,400) — (19,400) Fair value of the Company's initial investment — (7,878) (7,878) Net assets acquired, less cash and cash equivalents $ 11,137 $ — $ 11,137 (1) As previously reported in the Company's Form 10-Q for the periods ended March 30, 2019 and June 29, 2019. |
General Pet Supply | |
Business Acquisition [Line Items] | |
Summary of Recording of Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the purchase price and recording of fair values of the assets acquired and liabilities assumed as of the acquisition date and subsequent adjustments. Amounts 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 $ 12,991 $ — $ 12,991 Fixed assets 1,014 516 1,530 Goodwill — 5,520 5,520 Other assets 14,147 (14,136) 11 Other intangible assets, net — 8,100 8,100 Current liabilities (3,506) — (3,506) Long-term obligations (361) (361) Net assets acquired, less cash and cash equivalents $ 24,285 $ — $ 24,285 (1) As previously reported in the Company's Form 10-Q for the period ended June 30, 2018. |
Bell Nursery | |
Business Acquisition [Line Items] | |
Summary of Recording of Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the purchase price and recording of fair values of the assets acquired and liabilities assumed as of the acquisition date and subsequent adjustments. Amounts 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 $ 28,330 $ (359) $ 27,971 Fixed assets 30,278 383 30,661 Goodwill — 7,415 7,415 Other assets 11,647 (11,647) — Other intangible assets, net — 6,230 6,230 Current liabilities (11,611) (2,022) (13,633) Net assets acquired, less cash and cash equivalents $ 58,644 $ — $ 58,644 (1) As previously reported in the Company's Form 10-Q for the periods ended March 31, 2018 and June 30, 2018. |
Allowance for Doubtful Accoun_2
Allowance for Doubtful Accounts (Tables) | 12 Months Ended |
Sep. 26, 2020 | |
Receivables [Abstract] | |
Schedule of Allowance for Doubtful Accounts | Changes in the allowance for doubtful accounts are summarized below: Description Balances at Charged/ Asset Reclassification of Product Return Reserve Balances at (in thousands) Fiscal Year Ended September 29, 2018 21,436 2,132 557 — 24,125 Fiscal Year Ended September 28, 2019 24,125 6,906 (3,438) (6,465) 21,128 Fiscal Year Ended September 26, 2020 21,128 6,771 (238) — 27,661 |
Inventories, net (Tables)
Inventories, net (Tables) | 12 Months Ended |
Sep. 26, 2020 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories, Net of Allowance for Obsolescence | Inventories, net of allowance for obsolescence, consist of the following: September 26, 2020 September 28, 2019 (in thousands) Raw materials $ 152,692 $ 145,331 Work in progress 49,312 51,154 Finished goods 218,847 255,870 Supplies 18,764 13,842 Total inventories, net $ 439,615 $ 466,197 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Sep. 26, 2020 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment | Property and equipment consists of the following: September 26, 2020 September 28, 2019 (in thousands) Land $ 17,370 $ 17,396 Buildings and improvements 180,260 179,398 Transportation equipment 10,522 9,651 Machine and warehouse equipment 270,857 255,943 Capitalized software 117,073 116,353 Office furniture and equipment 30,520 30,016 Assets under construction 22,421 15,574 649,023 624,331 Accumulated depreciation and amortization (404,356) (378,926) $ 244,667 $ 245,405 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Sep. 26, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill for the fiscal years ended September 26, 2020, September 28, 2019 and September 29, 2018: Garden Products Segment Pet Products Total (in thousands) Balance as of September 30, 2017 Goodwill $ 219,056 $ 446,780 $ 665,836 Accumulated impairment losses (213,583) (195,978) (409,561) Balance as of 5,473 250,802 256,275 Additions in fiscal 2018 7,415 17,487 24,902 Write off related to sale of business — — — Balance as of September 29, 2018 Goodwill 226,471 464,267 690,738 Accumulated impairment losses (213,583) (195,978) (409,561) 12,888 268,289 281,177 Additions in fiscal 2019 4,900 — 4,900 Balance as of September 28, 2019 Goodwill 231,371 464,267 695,638 Accumulated impairment losses (213,583) (195,978) (409,561) 17,788 268,289 286,077 Additions in fiscal 2020 — 3,878 3,878 Balance as of September 26, 2020 Goodwill 231,371 468,145 699,516 Accumulated impairment losses (213,583) (195,978) (409,561) $ 17,788 $ 272,167 $ 289,955 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 12 Months Ended |
Sep. 26, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Gross and Net Acquired Intangible Assets | The following table summarizes the components of gross and net acquired intangible assets: Gross Accumulated Accumulated Net (in millions) September 26, 2020 Marketing-related intangible assets – amortizable $ 20.6 $ (17.6) $ — $ 3.0 Marketing-related intangible assets – nonamortizable 70.6 — (26.0) 44.6 Total 91.2 (17.6) (26.0) 47.6 Customer-related intangible assets – amortizable 140.3 (64.1) (2.5) 73.7 Other acquired intangible assets – amortizable 26.0 (18.2) — 7.8 Other acquired intangible assets – nonamortizable 7.1 — (1.2) 5.9 Total 33.1 (18.2) (1.2) 13.6 Total other intangible assets $ 264.6 $ (99.9) $ (29.8) $ 134.9 September 28, 2019 Marketing-related intangible assets – amortizable $ 19.7 $ (16.3) $ — $ 3.4 Marketing-related intangible assets – nonamortizable 70.6 — (26.0) 44.6 Total 90.3 (16.3) (26.0) 48.0 Customer-related intangible assets – amortizable 138.4 (53.3) (2.5) 82.6 Other acquired intangible assets – amortizable 26.0 (16.4) — 9.6 Other acquired intangible assets – nonamortizable 7.1 — (1.2) 5.9 Total 33.1 (16.4) (1.2) 15.5 Total other intangible assets $ 261.8 $ (86.0) $ (29.7) $ 146.1 September 29, 2018 Marketing-related intangible assets – amortizable $ 18.6 $ (14.2) $ — $ 4.4 Marketing-related intangible assets – nonamortizable 70.6 — (26.0) 44.6 Total 89.2 (14.2) (26.0) 49.0 Customer-related intangible assets – amortizable 128.3 (42.5) — 85.8 Other acquired intangible assets – amortizable 25.4 (14.5) — 10.9 Other acquired intangible assets – nonamortizable 7.8 — (1.2) 6.6 Total 33.2 (14.5) (1.2) 17.5 Total other intangible assets $ 250.7 $ (71.2) $ (27.2) $ 152.3 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Sep. 26, 2020 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to the Company's leases was as follows: Balance Sheet Classification As of (in millions) Operating leases Right-of-use assets Operating lease right-of-use assets $ 115.9 Current lease liabilities Current operating lease liabilities $ 33.5 Non-current lease liabilities Long-term operating lease liabilities 86.5 Total operating lease liabilities $ 120.0 Finance leases Right-of-use assets Property, plant and equipment, net $ 0.3 Current lease liabilities Current portion of long-term debt $ 0.1 Non-current lease liabilities Long-term debt 0.1 Total finance lease liabilities $ 0.2 Weighted-average remaining lease term and discount rate for the Company's leases were as follows: As of September 26, 2020 (in millions) Weighted-average remaining lease term (in years): Operating leases 4.8 Finance leases 2.0 Weighted-average discount rate: Operating leases 3.43 % Finance leases 4.80 % |
Schedule of Supplemental Cash Flow and Other Information Related to Leases | Components of lease cost were as follows: Fiscal Year Ended (in millions) Operating lease cost $ 39.1 Finance lease cost: Amortization of right-of-use assets 0.1 Interest on lease liabilities — Total finance lease cost $ 0.1 Short-term lease cost 3.7 Variable lease cost 7.7 Total lease cost $ 50.6 Supplemental cash flow information and non-cash activity related to the Company's leases was as follows: Fiscal Year Ended (in millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 36.1 Operating cash flows from finance leases $ — Financing cash flows from finance leases $ 0.1 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 39.6 Finance leases $ — |
Operating Lease Maturity | Future non-cancelable lease payments under prior lease accounting rules (ASC 840) and under the new lease accounting rules (ASC 842) that went into effect September 29, 2019 were as follows: As of September 26, 2020 As of September 28, 2019 ASC 842 ASC 840 Operating Leases Finance Leases Operating Leases Fiscal Year (in millions) 2020 $ — $ — $ 38.0 2021 $ 36.6 $ 0.1 $ 29.3 2022 30.6 0.1 21.8 2023 20.1 — 11.3 2024 14.7 — 7.9 2025 11.1 — — Thereafter 17.5 — 20.7 Total future undiscounted lease payments $ 130.6 $ 0.2 $ 129.0 Less imputed interest (10.6) — Total reported lease liability $ 120.0 $ 0.2 |
Finance Leases Maturity | Future non-cancelable lease payments under prior lease accounting rules (ASC 840) and under the new lease accounting rules (ASC 842) that went into effect September 29, 2019 were as follows: As of September 26, 2020 As of September 28, 2019 ASC 842 ASC 840 Operating Leases Finance Leases Operating Leases Fiscal Year (in millions) 2020 $ — $ — $ 38.0 2021 $ 36.6 $ 0.1 $ 29.3 2022 30.6 0.1 21.8 2023 20.1 — 11.3 2024 14.7 — 7.9 2025 11.1 — — Thereafter 17.5 — 20.7 Total future undiscounted lease payments $ 130.6 $ 0.2 $ 129.0 Less imputed interest (10.6) — Total reported lease liability $ 120.0 $ 0.2 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Sep. 26, 2020 | |
Debt Disclosure [Abstract] | |
Components of Long-Term Debt | Long-term debt consists of the following: September 26, 2020 September 28, 2019 (in thousands) Senior notes, interest at 6.125%, payable semi-annually, principal due November 2023 $ 400,000 $ 400,000 Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028 300,000 300,000 Unamortized debt issuance costs (6,142) (7,158) Net carrying value 693,858 692,842 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 — — Other notes payable 195 308 Total 694,053 693,150 Less current portion (97) (113) Long-term portion $ 693,956 $ 693,037 |
Scheduled Principal Repayments on Long-Term Debt | The scheduled principal repayments on long-term debt as of September 26, 2020 are as follows: (in thousands) Fiscal year: 2021 $ 97 2022 80 2023 18 2024 400,000 (1) 2025 — Thereafter 300,000 Total $ 700,195 (2) (1) Subsequent to September 26, 2020, the Company repaid the $400 million aggregate principal amount of its 2023 Notes in conjunction with the issuance of its 2030 Notes. See Note 20 - Subsequent Events . (2) Debt repayments do not reflect the unamortized portion of deferred financing costs associated with the 2023 Notes and 2028 Notes of $6.1 million as of September 26, 2020, of which, $2.5 million is amortizable until November 2023, and $3.4 million is amortizable until February 2028 and is included in the carrying value. In conjunction with the repayment of the $400 million aggregate principal amount of its 2023 Notes subsequent to September 26, 2020, the Company wrote off the $2.5 million of unamortized deferred financing costs related to the 2023 Notes. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 26, 2020 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Tax Expense (Benefit) | The provision for income tax expense (benefit) consists of the following: Fiscal Year Ended September 26, 2020 September 28, 2019 September 29, 2018 (in thousands) Current: Federal $ 33,775 $ 17,048 $ 5,728 State 5,063 2,728 2,319 Foreign (5) 169 91 Total 38,833 19,945 8,138 Deferred: Federal (6,019) 4,278 (3,676) State (582) 2,380 (1,162) Foreign (14) 1 5 Total (6,615) 6,659 (4,833) Total $ 32,218 $ 26,604 $ 3,305 |
Reconciliation of the Statutory Federal Income Tax Rate to the Company's Effective Income Tax Rate | A reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate is as follows: Fiscal Year Ended September 26, 2020 September 28, 2019 September 29, 2018 Statutory federal income tax rate 21.0 % 21.0 % 24.5 % State income taxes, net of federal benefit 2.3 4.3 0.9 Other permanent differences — 0.7 (0.1) Adjustment of prior year accruals (0.2) (0.6) — Credits (0.6) (0.9) (0.8) Rate change – Tax reform — — (16.9) Stock based compensation (1.4) (1.6) (5.4) Other (0.1) (0.6) 0.4 Effective income tax rate 21.0 % 22.3 % 2.6 % |
Tax Effect of Temporary Differences and Carryforwards which Give Rise to Deferred Tax Assets and Liabilities | The tax effect of temporary differences and carryforwards which give rise to deferred tax assets and liabilities are as follows: September 26, 2020 September 28, 2019 Deferred Deferred Deferred Deferred (in thousands) Allowance for doubtful accounts $ 6,618 $ — $ 5,029 $ — Inventory write-downs 8,624 — 8,374 — Prepaid expenses — 1,603 — 2,060 Nondeductible reserves 9,484 — 3,968 — State taxes 505 — 39 — Employee benefits 12,913 — 5,704 — Depreciation and amortization — 85,302 — 77,901 Equity loss 2,047 — 884 — State net operating loss carryforward 5,652 — 6,579 — Stock based compensation 4,743 — 3,538 — State credits 2,732 — 2,819 — Other 1,774 — 4,774 — Valuation allowance (7,124) — (7,179) — Total $ 47,968 $ 86,905 $ 34,529 $ 79,961 |
Activity Related to Company's Unrecognized Tax Benefits | The following table, which excludes interest and penalties, summarizes the activity related to the Company’s unrecognized tax benefits for fiscal years ended September 26, 2020 and September 28, 2019: (in thousands) Balance as of September 29, 2018 $ 518 Increases related to prior year tax positions 8 Increases related to current year tax positions 81 Decreases related to prior year tax positions — Settlements (124) Decreases related to lapse of statute of limitations — Balance as of September 28, 2019 $ 483 Increases related to prior year tax positions — Increases related to current year tax positions 80 Decreases related to prior year tax positions — Settlements — Decreases related to lapse of statute of limitations (236) Balance as of September 26, 2020 $ 327 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Sep. 26, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes option activity for the period ended September 26, 2020: Number of Shares (in thousands) Weighted Weighted Average Aggregate Outstanding at September 28, 2019 2,549 $ 25.32 4 years $ 12,498 Granted 1,190 $ 29.25 Exercised (581) $ 15.64 Canceled or expired (137) $ 30.56 Outstanding at September 26, 2020 3,021 $ 28.46 4 years $ 19,039 Exercisable at September 29, 2018 636 $ 16.35 3 years 10,731 Exercisable at September 28, 2019 957 $ 21.08 3 years 8,589 Exercisable at September 26, 2020 1,016 26.41 3 years 8,533 Expected to vest after September 26, 2020 1,863 27.87 5 years 9,762 |
Summary of Restricted Stock Award Activity | Restricted stock award activity during the period ended September 26, 2020 is summarized as follows: Number of Weighted Average (in thousands) Nonvested at September 28, 2019 1,083 $ 26.60 Granted 334 $ 28.68 Vested (250) $ 21.14 Forfeited (44) $ 25.91 Nonvested at September 26, 2020 1,123 $ 28.45 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Sep. 26, 2020 | |
Earnings Per Share [Abstract] | |
Numerators and Denominators in Basic and Diluted Earnings (Loss) Per Share | The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share (EPS) computations: Fiscal Year Ended September 26, 2020 Fiscal Year Ended September 28, 2019 Fiscal Year Ended September 29, 2018 Net Shares Per Net Shares Per Net Shares Per (in thousands, except per share amounts) Basic EPS: Net income available to common shareholders $ 120,676 54,008 $ 2.23 $ 92,786 56,770 $ 1.63 $ 123,594 51,716 $ 2.39 Effect of dilutive securities: Options to purchase common stock 316 (0.01) 509 (0.01) 996 (0.05) Restricted shares 414 (0.02) 332 (0.01) 629 (0.02) Diluted EPS: Net income available to common shareholders $ 120,676 54,738 $ 2.20 $ 92,786 57,611 $ 1.61 $ 123,594 53,341 $ 2.32 |
Quarterly Financial Data - Un_2
Quarterly Financial Data - Unaudited (Tables) | 12 Months Ended |
Sep. 26, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data - Unaudited | Fiscal 2020 1 st Quarter 2 nd Quarter 3 rd Quarter 4 th Quarter (in thousands, except per share amounts) Net sales $ 482,828 $ 703,229 $ 833,483 $ 675,969 Gross profit 131,266 207,117 262,060 196,115 Net income (loss) attributable to Central Garden & Pet Company (4,417) 42,704 68,800 13,589 Net income (loss) per share: Basic $ (0.08) $ 0.79 $ 1.29 $ 0.25 Diluted $ (0.08) $ 0.78 $ 1.27 $ 0.25 Weighted-average common shares outstanding: Basic 54,755 54,281 53,441 53,619 Diluted 54,755 54,952 54,168 54,515 Fiscal 2019 1 st Quarter 2 nd Quarter 3 rd Quarter 4 th Quarter (in thousands, except per share amounts) Net sales $ 461,990 $ 673,701 $ 706,575 $ 540,744 Gross profit 130,182 206,051 219,284 148,524 Net income attributable to Central Garden & Pet Company 1,803 42,391 46,152 2,440 Net income per share: Basic $ 0.03 $ 0.74 $ 0.81 $ 0.04 Diluted $ 0.03 $ 0.73 $ 0.80 $ 0.04 Weighted-average common shares outstanding: Basic 56,903 57,050 57,319 56,017 Diluted 58,001 58,026 57,985 56,618 |
Business Segment Data (Tables)
Business Segment Data (Tables) | 12 Months Ended |
Sep. 26, 2020 | |
Segment Reporting [Abstract] | |
Class of Similar Products Which Represented Approximately 10% or More of Company's Consolidated Net Sales | The following table indicates each class of similar products which represented approximately 10% or more of the Company’s consolidated net sales in the fiscal years presented (in millions). Category 2020 2019 2018 (in millions) Other pet products $ 705.2 $ 613.4 $ 606.7 Other garden products 607.6 560.8 445.7 Other manufacturers' products 600.7 504.5 454.3 Dog & cat products 502.1 452.1 445.1 Controls & fertilizer products 279.9 252.2 263.6 Total $ 2,695.5 $ 2,383.0 $ 2,215.4 |
Financial Information Relating to Company's Business Segments | Financial information relating to the Company’s business segments for each of the three most recent fiscal years is presented in the table below: Fiscal Year Ended September 26, 2020 September 28, 2019 September 29, 2018 (in thousands) Net sales: Pet segment $ 1,562,160 $ 1,384,686 $ 1,340,899 Garden segment 1,133,349 998,324 874,463 Total $ 2,695,509 $ 2,383,010 $ 2,215,362 Operating income (loss): Pet segment $ 154,190 $ 122,727 (1) $ 140,353 Garden segment 132,592 102,170 95,551 Corporate (88,805) (72,829) (68,568) Total 197,977 152,068 167,336 Interest expense (44,016) (42,614) (39,196) Interest income 4,027 9,554 3,145 Other income (expense), net (4,250) 243 (3,860) Income before income taxes and noncontrolling interest 153,738 119,251 127,425 Income tax expense 32,218 26,604 3,305 Net income including noncontrolling interest 121,520 92,647 124,120 Net income (loss) attributable to noncontrolling interest 844 (139) 526 Net income attributable to Central Garden & Pet Company $ 120,676 $ 92,786 $ 123,594 Assets: Pet segment $ 813,416 $ 734,380 $ 683,938 Garden segment 545,886 463,889 407,483 Corporate and eliminations 980,062 826,751 815,788 Total $ 2,339,364 $ 2,025,020 $ 1,907,209 Depreciation and amortization: Pet segment $ 35,186 $ 32,803 $ 29,889 Garden segment 13,520 11,959 8,744 Corporate 6,653 6,066 8,566 Total $ 55,359 $ 50,828 $ 47,199 Expenditures for long-lived assets: Pet segment $ 28,270 $ 20,793 $ 26,979 Garden segment 11,013 9,068 8,016 Corporate 3,772 1,716 2,850 Total $ 43,055 $ 31,577 $ 37,845 Noncontrolling interest is associated with the Garden segment. (1) Includes a $2.5 million impairment charge in fiscal 2019. |
Organization and Significant _4
Organization and Significant Accounting Policies - Noncontrolling Interest, Additional Information (Details) | Sep. 26, 2020 |
Subsidiary | |
Noncontrolling Interest [Line Items] | |
Noncontrolling interest owned by the subsidiary | 20.00% |
Organization and Significant _5
Organization and Significant Accounting Policies - Revenue Recognition, Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | |
Revenue from External Customer [Line Items] | |||
Cost of goods sold and occupancy | $ 1,898,951 | $ 1,678,969 | $ 1,539,986 |
Shipping and Handling | |||
Revenue from External Customer [Line Items] | |||
Cost of goods sold and occupancy | $ 12,500 | $ 13,800 | $ 12,200 |
Organization and Significant _6
Organization and Significant Accounting Policies - Cost of Goods Sold, Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cost of shipping and handling included in selling, general and administrative expenses | $ 88.5 | $ 80.4 | $ 70.1 |
Organization and Significant _7
Organization and Significant Accounting Policies - Advertising Costs, Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Advertising expenses | $ 37 | $ 27.5 | $ 29.7 |
Organization and Significant _8
Organization and Significant Accounting Policies - 401(k) Plans, Additional Information (Details) - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Employees benefit plan | $ 6.4 | $ 4.2 | $ 2.3 |
Class A common stock | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
401(k) matching contributions made in Class A common stock (in shares) | 218 | 161 | 61 |
Organization and Significant _9
Organization and Significant Accounting Policies - Income Taxes, Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 29, 2018 | Dec. 30, 2017 | Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Valuation allowances related to net deferred tax assets | $ 7,124 | $ 7,179 | |||
Statutory federal income tax rate | 21.00% | 21.00% | 24.50% | ||
Foreign earnings held in cash or cash equivalents, tax rate (as a percent) | 15.50% | ||||
Foreign earnings held in non-cash, tax rate (as a percent) | 8.00% | ||||
Transition tax | $ 200 | $ 300 | |||
Foreign undistributed earnings | $ 1,800 | ||||
Provisional tax benefit | $ 5,200 | $ 16,300 | $ 21,500 |
Organization and Significant_10
Organization and Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 652,712 | $ 497,749 | $ 482,106 | |
Restricted cash | 13,685 | 12,952 | 10,899 | |
Total cash, cash equivalents and restricted cash | $ 666,397 | $ 510,701 | $ 493,005 | $ 45,042 |
Organization and Significant_11
Organization and Significant Accounting Policies - Land, Buildings, Improvements and Equipment, Additional Information (Details) | 12 Months Ended |
Sep. 26, 2020 | |
Building | |
Property, Plant and Equipment [Line Items] | |
Useful life | 30 years |
Minimum | Equipment and Capitalized Software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Maximum | Equipment and Capitalized Software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
Organization and Significant_12
Organization and Significant Accounting Policies - Long-Lived Assets, Additional Information (Details) - USD ($) | 12 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | |
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment charge | $ 0 | $ 0 | |
Pet Segment | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment charge | $ 0 | $ 2,500,000 |
Organization and Significant_13
Organization and Significant Accounting Policies - Investments, Additional Information (Details) $ in Millions | 12 Months Ended | ||
Sep. 26, 2020USD ($)company | Sep. 28, 2019USD ($) | Sep. 29, 2018USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||
Number of unconsolidated companies | company | 11 | ||
Equity income (loss) | $ (3.9) | $ 1.2 | $ (2.8) |
Investment in unconsolidated companies | $ 13.1 | $ 12.1 | |
Minimum | |||
Schedule of Equity Method Investments [Line Items] | |||
Owned percentage in unconsolidated entities | 7.00% | ||
Maximum | |||
Schedule of Equity Method Investments [Line Items] | |||
Owned percentage in unconsolidated entities | 50.00% |
Organization and Significant_14
Organization and Significant Accounting Policies - Insurance, Additional Information (Details) | 12 Months Ended |
Sep. 26, 2020USD ($) | |
Insurance [Line Items] | |
Excess loss insurance that covers any health care claims | $ 750,000 |
Minimum | |
Insurance [Line Items] | |
General liability and vehicle liability insurance policies | 250,000 |
Maximum | |
Insurance [Line Items] | |
General liability and vehicle liability insurance policies | $ 350,000 |
Organization and Significant_15
Organization and Significant Accounting Policies - Stock-Based Compensation, Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Stock-based compensation | $ 18,982 | $ 14,662 | $ 11,602 |
Stock-based compensation after tax | $ 15,000 | $ 11,100 | $ 8,400 |
Organization and Significant_16
Organization and Significant Accounting Policies - Recent Accounting Pronouncements, Additional Information (Details) - USD ($) | 12 Months Ended | ||
Sep. 26, 2020 | Sep. 29, 2019 | Sep. 28, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 115,882,000 | ||
Total reported lease liability | 120,000,000 | ||
Retained earnings | $ 510,781,000 | $ 421,742,000 | |
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201602Member | ||
Cumulative Effect, Period of Adoption, Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 111,000,000 | ||
Total reported lease liability | 115,000,000 | ||
Retained earnings | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Sep. 26, 2020 | Sep. 28, 2019 |
Liabilities: | ||
Total liabilities | $ 1,369 | $ 7,369 |
Liability for Contingent Consideration | ||
Liabilities: | ||
Total liabilities | 1,369 | 7,369 |
Level 1 | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 1 | Liability for Contingent Consideration | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 2 | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 2 | Liability for Contingent Consideration | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 3 | ||
Liabilities: | ||
Total liabilities | 1,369 | 7,369 |
Level 3 | Liability for Contingent Consideration | ||
Liabilities: | ||
Total liabilities | $ 1,369 | $ 7,369 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Financial Instruments (Details) - Level 3 $ in Thousands | 12 Months Ended |
Sep. 26, 2020USD ($) | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration [Roll Forward] | |
Beginning balance | $ 7,369 |
Estimated contingent performance-based consideration established at the time of acquisition | 0 |
Changes in the fair value of contingent performance-based payments | 227 |
Performance-based payments made | (6,227) |
Ending balance | $ 1,369 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||||||
Feb. 28, 2019USD ($) | Sep. 26, 2020USD ($) | Sep. 28, 2019USD ($) | Sep. 29, 2018USD ($) | Mar. 28, 2020customer | Mar. 30, 2019customer | Feb. 01, 2019 | Dec. 30, 2017USD ($) | Dec. 14, 2017USD ($) | Nov. 30, 2015USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Impairment charge | $ 0 | $ 0 | ||||||||
Number of retail customers that exited | customer | 1 | 1 | ||||||||
Asset impairments | 3,566,000 | $ 0 | $ 0 | |||||||
Carrying value of debt | 694,053,000 | 693,150,000 | ||||||||
Senior notes | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Carrying value of debt | $ 693,858,000 | 692,842,000 | ||||||||
Senior notes | Senior Notes Due February 2028 | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Debt, aggregate principal amount | $ 300,000,000 | $ 300,000,000 | ||||||||
Debt instrument, interest rate | 5.125% | 5.125% | 5.125% | |||||||
Estimated fair value of senior notes | $ 316,000,000 | 307,100,000 | ||||||||
Carrying value of debt | 296,600,000 | 296,100,000 | ||||||||
Senior notes | Senior Notes Due November 2023 | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Debt, aggregate principal amount | $ 400,000,000 | |||||||||
Debt instrument, interest rate | 6.125% | |||||||||
Estimated fair value of senior notes | 409,200,000 | 414,600,000 | ||||||||
Carrying value of debt | 397,500,000 | 396,700,000 | ||||||||
Arden Companies | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Percent of investment purchased | 55.00% | 55.00% | 55.00% | |||||||
Payments to acquire investments | $ 13,400,000 | |||||||||
Arden Companies | Selling, General and Administrative Expenses | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Gain on held investment | $ 3,200,000 | |||||||||
Pet Segment | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Impairment charge | $ 0 | 2,500,000 | ||||||||
Asset impairments | 2,500,000 | |||||||||
Pet Segment | Selling, General and Administrative Expenses | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Asset impairments | $ 2,500,000 |
Acquisitions and Investments _3
Acquisitions and Investments in Joint Ventures - Fiscal 2020 (Details) | 12 Months Ended |
Sep. 26, 2020company | |
Equity Method Investments and Joint Ventures [Abstract] | |
Number of businesses acquired | 0 |
Acquisitions and Investments _4
Acquisitions and Investments in Joint Ventures - C&S Products (Details) - USD ($) $ in Thousands | May 31, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 289,955 | $ 286,077 | $ 281,177 | $ 256,275 | |
C&S Products | |||||
Business Acquisition [Line Items] | |||||
Payments to acquire investments | $ 30,000 | ||||
Payment for acquired debt extinguishment | 4,700 | ||||
Current assets, net of cash and cash equivalents acquired | 10,235 | ||||
Fixed assets | 19,957 | ||||
Goodwill | 3,878 | ||||
Other assets | 1,839 | ||||
Other intangible assets, net | 2,810 | ||||
Current liabilities | (2,137) | ||||
Long-term obligations | (6,558) | ||||
Net assets acquired, less cash and cash equivalents | 30,024 | ||||
Measurement Period Adjustments | |||||
Current assets, net of cash and cash equivalents acquired | 441 | ||||
Fixed assets | (3,786) | ||||
Goodwill | 3,878 | ||||
Other assets | (3,242) | ||||
Other intangible assets, net | 2,810 | ||||
Current liabilities | 0 | ||||
Long-term obligations | (101) | ||||
Net assets acquired, less cash and cash equivalents | 0 | ||||
Previously Reported | C&S Products | |||||
Business Acquisition [Line Items] | |||||
Current assets, net of cash and cash equivalents acquired | 9,794 | ||||
Fixed assets | 23,743 | ||||
Goodwill | 0 | ||||
Other assets | 5,081 | ||||
Other intangible assets, net | 0 | ||||
Current liabilities | (2,137) | ||||
Long-term obligations | (6,457) | ||||
Net assets acquired, less cash and cash equivalents | $ 30,024 |
Acquisitions and Investments _5
Acquisitions and Investments in Joint Ventures - Arden Companies (Details) - USD ($) $ in Thousands | 1 Months Ended | 7 Months Ended | |||||
Feb. 28, 2019 | Sep. 28, 2019 | Sep. 26, 2020 | Mar. 30, 2019 | Feb. 01, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 286,077 | $ 289,955 | $ 281,177 | $ 256,275 | |||
Arden Companies | |||||||
Business Acquisition [Line Items] | |||||||
Current assets, net of cash and cash equivalents acquired | $ 52,751 | ||||||
Fixed assets | 11,687 | ||||||
Other assets | 0 | ||||||
Goodwill | 4,900 | $ 4,900 | |||||
Intangible assets | 10,930 | ||||||
Current liabilities | (19,853) | ||||||
Short-term debt | (22,000) | ||||||
Long-term debt | (19,400) | ||||||
Fair value of the Company's initial investment | (7,878) | ||||||
Net assets acquired, less cash and cash equivalents | 11,137 | ||||||
Measurement Period Adjustments | |||||||
Current assets, net of cash and cash equivalents acquired | 1,540 | ||||||
Fixed assets | 5,376 | ||||||
Other assets | (14,868) | ||||||
Goodwill | 4,900 | ||||||
Other intangible assets, net | 10,930 | ||||||
Current liabilities | 0 | ||||||
Short-term debt | 0 | ||||||
Long-term debt | 0 | ||||||
Fair value of the Company's initial investment | (7,878) | ||||||
Net assets acquired, less cash and cash equivalents | 0 | ||||||
Previously Reported | Arden Companies | |||||||
Business Acquisition [Line Items] | |||||||
Current assets, net of cash and cash equivalents acquired | 51,211 | ||||||
Fixed assets | 6,311 | ||||||
Other assets | 14,868 | ||||||
Goodwill | 0 | ||||||
Intangible assets | 0 | ||||||
Current liabilities | (19,853) | ||||||
Short-term debt | (22,000) | ||||||
Long-term debt | (19,400) | ||||||
Fair value of the Company's initial investment | 0 | ||||||
Net assets acquired, less cash and cash equivalents | $ 11,137 | ||||||
Arden Companies | |||||||
Business Acquisition [Line Items] | |||||||
Percent of investment purchased | 55.00% | 55.00% | 55.00% | ||||
Payments to acquire investments | $ 13,400 | ||||||
Purchase price exceeding fair value of net tangible assets acquired | 15,800 | ||||||
Payment for acquired debt extinguishment | $ 36,000 | ||||||
Arden Companies | Selling, General and Administrative Expenses | |||||||
Business Acquisition [Line Items] | |||||||
Gain on held investment | $ 3,200 |
Acquisitions and Investments _6
Acquisitions and Investments in Joint Ventures - General Pet Supply (Details) - USD ($) $ in Thousands | Apr. 02, 2018 | Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 289,955 | $ 286,077 | $ 281,177 | $ 256,275 | |
General Pet Supply | |||||
Business Acquisition [Line Items] | |||||
Purchase price | $ 24,300 | ||||
Excess of purchase price over estimated fair value of net tangible assets acquired | 13,600 | ||||
Current assets, net of cash and cash equivalents acquired | 12,991 | ||||
Fixed assets | 1,530 | ||||
Goodwill | 5,520 | $ 5,500 | |||
Other assets | 11 | ||||
Other intangible assets, net | 8,100 | ||||
Current liabilities | (3,506) | ||||
Long-term obligations | (361) | ||||
Net assets acquired, less cash and cash equivalents | 24,285 | ||||
Measurement Period Adjustments | |||||
Current assets, net of cash and cash equivalents acquired | 0 | ||||
Fixed assets | 516 | ||||
Goodwill | 5,520 | ||||
Other assets | (14,136) | ||||
Other intangible assets, net | 8,100 | ||||
Current liabilities | 0 | ||||
Long-term obligations | |||||
Net assets acquired, less cash and cash equivalents | 0 | ||||
Previously Reported | General Pet Supply | |||||
Business Acquisition [Line Items] | |||||
Current assets, net of cash and cash equivalents acquired | 12,991 | ||||
Fixed assets | 1,014 | ||||
Goodwill | 0 | ||||
Other assets | 14,147 | ||||
Other intangible assets, net | 0 | ||||
Current liabilities | (3,506) | ||||
Long-term obligations | (361) | ||||
Net assets acquired, less cash and cash equivalents | $ 24,285 |
Acquisitions and Investments _7
Acquisitions and Investments in Joint Ventures - Bell Nursery (Details) - USD ($) $ in Thousands | Mar. 12, 2018 | Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 289,955 | $ 286,077 | $ 281,177 | $ 256,275 | |
Bell Nursery | |||||
Business Acquisition [Line Items] | |||||
Purchase price | $ 61,000 | ||||
Business Combination, Contingent Consideration, Liability | 10,000 | ||||
Excess of purchase price over estimated fair value of net tangible assets acquired | 13,600 | ||||
Current assets, net of cash and cash equivalents acquired | 27,971 | ||||
Fixed assets | 30,661 | ||||
Goodwill | 7,415 | $ 7,400 | |||
Other assets | 0 | ||||
Other intangible assets, net | 6,230 | ||||
Current liabilities | (13,633) | ||||
Net assets acquired, less cash and cash equivalents | 58,644 | ||||
Measurement Period Adjustments | |||||
Current assets, net of cash and cash equivalents acquired | (359) | ||||
Fixed assets | 383 | ||||
Goodwill | 7,415 | ||||
Other assets | (11,647) | ||||
Other intangible assets, net | 6,230 | ||||
Current liabilities | (2,022) | ||||
Net assets acquired, less cash and cash equivalents | 0 | ||||
Previously Reported | Bell Nursery | |||||
Business Acquisition [Line Items] | |||||
Current assets, net of cash and cash equivalents acquired | 28,330 | ||||
Fixed assets | 30,278 | ||||
Goodwill | 0 | ||||
Other assets | 11,647 | ||||
Other intangible assets, net | 0 | ||||
Current liabilities | (11,611) | ||||
Net assets acquired, less cash and cash equivalents | $ 58,644 |
Acquisitions and Investments _8
Acquisitions and Investments in Joint Ventures - Investments and Equity Method Investments, Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Sep. 26, 2020USD ($)venture | Sep. 28, 2019USD ($)venture | Sep. 29, 2018USD ($)venture | |
Schedule of Equity Method Investments [Line Items] | |||
Investments | $ 4,400 | $ 2,000 | |
Number of ventures | venture | 2 | 2 | 3 |
Investments in business | $ 4,439 | $ 2,010 | $ 9,048 |
Minimum | |||
Schedule of Equity Method Investments [Line Items] | |||
Percent interest in ventures | 3.00% | 13.00% | |
Maximum | |||
Schedule of Equity Method Investments [Line Items] | |||
Percent interest in ventures | 30.00% | 7.00% | 20.00% |
Concentration of Credit Risk _2
Concentration of Credit Risk and Significant Customers and Suppliers (Details) - supplier | 12 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | |
Concentration Risk [Line Items] | |||
Percentage of net sales | 52.00% | 49.00% | 48.00% |
Percentage of accounts receivable | 53.00% | 46.00% | |
Percentage of accounts receivable including Company's largest customer | 13.00% | 11.00% | |
Percentage of cost of goods sold | 7.00% | 6.00% | 8.00% |
Number of suppliers | 5 | ||
Sales Revenue, Net | Customer Concentration Risk | Customer One | |||
Concentration Risk [Line Items] | |||
Percentage of largest customer accounted of the Company's net sales | 17.00% | 16.00% | 16.00% |
Sales Revenue, Net | Customer Concentration Risk | Customer Two | |||
Concentration Risk [Line Items] | |||
Percentage of largest customer accounted of the Company's net sales | 13.00% | 12.00% | 11.00% |
Sales Revenue, Net | Customer Concentration Risk | Customer Three | |||
Concentration Risk [Line Items] | |||
Percentage of largest customer accounted of the Company's net sales | 10.00% | 9.00% | 8.00% |
Allowance for Doubtful Accoun_3
Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balances at Beginning of Period | $ 21,128 | $ 24,125 | $ 21,436 |
Charged/ (Credited) to Costs and Expenses | 6,771 | 6,906 | 2,132 |
Asset Recoveries | 557 | ||
Asset Write-offs | (238) | (3,438) | |
Reclassification of Product Return Reserve | 0 | (6,465) | 0 |
Balances at End of Period | 27,661 | 21,128 | 24,125 |
Reserves for expected returns | 6,500 | ||
Reclassification of product return reserve | $ 0 | $ 6,465 | $ 0 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Thousands | Sep. 26, 2020 | Sep. 28, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 152,692 | $ 145,331 |
Work in progress | 49,312 | 51,154 |
Finished goods | 218,847 | 255,870 |
Supplies | 18,764 | 13,842 |
Total inventories, net | $ 439,615 | $ 466,197 |
Property and Equipment, Net - C
Property and Equipment, Net - Components of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 26, 2020 | Sep. 28, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 649,023 | $ 624,331 |
Accumulated depreciation and amortization | (404,356) | (378,926) |
Property and equipment, net | 244,667 | 245,405 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 17,370 | 17,396 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 180,260 | 179,398 |
Transportation equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10,522 | 9,651 |
Machine and warehouse equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 270,857 | 255,943 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 117,073 | 116,353 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 30,520 | 30,016 |
Assets under construction | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 22,421 | $ 15,574 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense, including the amortization of intangible assets | $ 55,359 | $ 50,828 | $ 47,199 |
Goodwill - Changes in Carrying
Goodwill - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 30, 2017 | |
Goodwill [Roll Forward] | ||||
Goodwill | $ 699,516 | $ 695,638 | $ 690,738 | $ 665,836 |
Accumulated impairment losses | (409,561) | (409,561) | (409,561) | (409,561) |
Balance as of beginning of period | 286,077 | 281,177 | 256,275 | |
Additions in fiscal year | 3,878 | 4,900 | 24,902 | |
Write off related to sale of business | 0 | |||
Balance as of end of period | 289,955 | 286,077 | 281,177 | |
Garden Products Segment | ||||
Goodwill [Roll Forward] | ||||
Goodwill | 231,371 | 231,371 | 226,471 | 219,056 |
Accumulated impairment losses | (213,583) | (213,583) | (213,583) | (213,583) |
Balance as of beginning of period | 17,788 | 12,888 | 5,473 | |
Additions in fiscal year | 0 | 4,900 | 7,415 | |
Write off related to sale of business | 0 | |||
Balance as of end of period | 17,788 | 17,788 | 12,888 | |
Pet Products Segment | ||||
Goodwill [Roll Forward] | ||||
Goodwill | 468,145 | 464,267 | 464,267 | 446,780 |
Accumulated impairment losses | (195,978) | (195,978) | (195,978) | $ (195,978) |
Balance as of beginning of period | 268,289 | 268,289 | 250,802 | |
Additions in fiscal year | 3,878 | 0 | 17,487 | |
Write off related to sale of business | 0 | |||
Balance as of end of period | $ 272,167 | $ 268,289 | $ 268,289 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) | 12 Months Ended |
Sep. 26, 2020unit | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Number of reporting units | 2 |
Other Intangible Assets - Compo
Other Intangible Assets - Components of Gross and Net Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 |
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | $ 264,600 | $ 261,800 | $ 250,700 |
Accumulated Amortization | (99,900) | (86,000) | (71,200) |
Accumulated Impairment | (29,800) | (29,700) | (27,200) |
Net Carrying Value | 134,924 | 146,137 | 152,300 |
Marketing-Related Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 91,200 | 90,300 | 89,200 |
Accumulated Amortization | (17,600) | (16,300) | (14,200) |
Accumulated Impairment | (26,000) | (26,000) | (26,000) |
Net Carrying Value | 47,600 | 48,000 | 49,000 |
Other Acquired Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 33,100 | 33,100 | 33,200 |
Accumulated Amortization | (18,200) | (16,400) | (14,500) |
Accumulated Impairment | (1,200) | (1,200) | (1,200) |
Net Carrying Value | 13,600 | 15,500 | 17,500 |
Amortizable | Marketing-Related Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 20,600 | 19,700 | 18,600 |
Accumulated Amortization | (17,600) | (16,300) | (14,200) |
Accumulated Impairment | 0 | 0 | 0 |
Net Carrying Value | 3,000 | 3,400 | 4,400 |
Amortizable | Customer-Related Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 140,300 | 138,400 | 128,300 |
Accumulated Amortization | (64,100) | (53,300) | (42,500) |
Accumulated Impairment | (2,500) | (2,500) | 0 |
Net Carrying Value | 73,700 | 82,600 | 85,800 |
Amortizable | Other Acquired Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 26,000 | 26,000 | 25,400 |
Accumulated Amortization | (18,200) | (16,400) | (14,500) |
Accumulated Impairment | 0 | 0 | 0 |
Net Carrying Value | 7,800 | 9,600 | 10,900 |
Nonamortizable | Marketing-Related Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 70,600 | 70,600 | 70,600 |
Accumulated Impairment | (26,000) | (26,000) | (26,000) |
Net Carrying Value | 44,600 | 44,600 | 44,600 |
Nonamortizable | Other Acquired Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 7,100 | 7,100 | 7,800 |
Accumulated Impairment | (1,200) | (1,200) | (1,200) |
Net Carrying Value | $ 5,900 | $ 5,900 | $ 6,600 |
Other Intangible Assets - Addit
Other Intangible Assets - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | 15 Months Ended | ||||||
Jun. 29, 2019USD ($) | Mar. 30, 2019USD ($)customer | Sep. 26, 2020USD ($) | Sep. 28, 2019USD ($) | Sep. 29, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 28, 2020customer | Feb. 28, 2019 | Feb. 01, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||||||||
Number of retail customers that exited | customer | 1 | 1 | |||||||
Asset impairments | $ 3,566 | $ 0 | $ 0 | ||||||
Amortization expense for intangibles | 14,000 | 14,500 | $ 12,700 | ||||||
Intangible asset, expected amortization, year one | 12,000 | ||||||||
Intangible asset, expected amortization, year two | 12,000 | ||||||||
Intangible asset, expected amortization, year three | 12,000 | ||||||||
Intangible asset, expected amortization, year four | 12,000 | ||||||||
Intangible asset, expected amortization, year five | $ 12,000 | ||||||||
Pet Segment | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Asset impairments | $ 2,500 | ||||||||
Minimum | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Useful life | 3 years | ||||||||
Maximum | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Useful life | 25 years | ||||||||
Marketing-Related Intangible Assets | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Other intangible assets, net | $ 1,900 | $ 1,900 | |||||||
Marketing-Related Intangible Assets | Weighted Average | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Useful life | 3 years | ||||||||
Customer-Related Intangible Assets | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Other intangible assets, net | $ 11,800 | $ 11,800 | |||||||
Customer-Related Intangible Assets | Weighted Average | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Useful life | 8 years | ||||||||
Other Acquired Intangible Assets | Weighted Average | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Useful life | 10 years | ||||||||
K&H, Bell Nursery, and General Pet Supply | Marketing-Related Intangible Assets | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Other intangible assets, net | $ 9,600 | ||||||||
K&H, Bell Nursery, and General Pet Supply | Customer-Related Intangible Assets | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Other intangible assets, net | 36,700 | ||||||||
K&H, Bell Nursery, and General Pet Supply | Other Acquired Intangible Assets | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Other intangible assets, net | $ 3,300 | ||||||||
Arden Companies | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Percent of investment purchased | 55.00% | 55.00% | 55.00% | ||||||
C&S Products | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Percent of investment purchased | 55.00% |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | |
Lessee, Lease, Description [Line Items] | |||
Rental expense | $ 41.7 | $ 35.4 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 10 years |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet (Details) $ in Thousands | Sep. 26, 2020USD ($) |
Operating leases | |
Operating lease right-of-use assets | $ 115,882 |
Current lease liabilities | 33,495 |
Non-current lease liabilities | 86,516 |
Total operating lease liabilities | 120,000 |
Finance leases | |
Finance lease right-of-use assets | $ 300 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet |
Current lease liabilities | $ 100 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtCurrent |
Non-current lease liabilities | $ 100 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtNoncurrent |
Total finance lease liabilities | $ 200 |
Weighted-average remaining lease term (in years): | |
Operating leases | 4 years 9 months 18 days |
Finance leases | 2 years |
Weighted-average discount rate: | |
Operating leases | 3.43% |
Finance leases | 4.80% |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow and Other Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Sep. 26, 2020 | Sep. 26, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 39,100 | |
Amortization of right-of-use assets | 100 | |
Interest on lease liabilities | 0 | |
Total finance lease cost | 100 | |
Short-term lease cost | 3,700 | |
Variable lease cost | 7,700 | |
Total lease cost | $ 50,600 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 36,100 | |
Operating cash flows from finance leases | 0 | |
Financing cash flows from finance leases | 100 | |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | 39,605 | |
Finance leases | $ 0 |
Leases - Lease Maturity (Detail
Leases - Lease Maturity (Details) - USD ($) $ in Millions | Sep. 26, 2020 | Sep. 28, 2019 |
Operating Leases, after Adoption of 842 | ||
2021 | $ 36.6 | |
2022 | 30.6 | |
2023 | 20.1 | |
2024 | 14.7 | |
2025 | 11.1 | |
Thereafter | 17.5 | |
Total future undiscounted lease payments | 130.6 | |
Less imputed interest | (10.6) | |
Total reported lease liability | 120 | |
Finance Leases, After Adoption of 842 | ||
2021 | 0.1 | |
2022 | 0.1 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
Thereafter | 0 | |
Total future undiscounted lease payments | 0.2 | |
Less imputed interest | 0 | |
Total reported lease liability | $ 0.2 | |
Operating Leases, Before Adoption of 842 | ||
2020 | $ 38 | |
2021 | 29.3 | |
2022 | 21.8 | |
2023 | 11.3 | |
2024 | 7.9 | |
2025 | 0 | |
Thereafter | 20.7 | |
Total future undiscounted lease payments | $ 129 |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Sep. 26, 2020 | Sep. 28, 2019 | Dec. 30, 2017 | Dec. 14, 2017 | Nov. 09, 2015 | |
Components of long-term debt | |||||
Total | $ 694,053 | $ 693,150 | |||
Less current portion | (97) | (113) | |||
Long-term portion | 693,956 | 693,037 | |||
Senior Notes | |||||
Components of long-term debt | |||||
Unamortized debt issuance costs | (6,142) | (7,158) | |||
Total | 693,858 | 692,842 | |||
Senior Notes | Senior Notes Due November 2023 [Member] | |||||
Components of long-term debt | |||||
Gross carrying value | 400,000 | 400,000 | |||
Unamortized debt issuance costs | $ (2,500) | ||||
Debt instrument, interest rate | 6.125% | 6.125% | |||
Senior Notes | Senior Notes Due February 2028 [Member] | |||||
Components of long-term debt | |||||
Gross carrying value | $ 300,000 | 300,000 | |||
Unamortized debt issuance costs | (3,400) | ||||
Total | $ 296,600 | 296,100 | |||
Debt instrument, interest rate | 5.125% | 5.125% | 5.125% | ||
Secured Debt | Asset-based Revolving Credit Facility One [Member] | |||||
Components of long-term debt | |||||
Total | $ 0 | 0 | |||
Secured Debt | Asset-based Revolving Credit Facility One [Member] | Minimum | LIBOR | |||||
Components of long-term debt | |||||
Applicable interest margin rate on the credit facility | 1.00% | ||||
Secured Debt | Asset-based Revolving Credit Facility One [Member] | Minimum | Base Rate | |||||
Components of long-term debt | |||||
Applicable interest margin rate on the credit facility | 0.00% | ||||
Secured Debt | Asset-based Revolving Credit Facility One [Member] | Maximum | LIBOR | |||||
Components of long-term debt | |||||
Applicable interest margin rate on the credit facility | 1.50% | ||||
Secured Debt | Asset-based Revolving Credit Facility One [Member] | Maximum | Base Rate | |||||
Components of long-term debt | |||||
Applicable interest margin rate on the credit facility | 0.50% | ||||
Other Notes Payable | |||||
Components of long-term debt | |||||
Total | $ 195 | $ 308 |
Long-Term Debt - Senior Notes,
Long-Term Debt - Senior Notes, Additional Information (Details) - Senior Notes - USD ($) | Oct. 16, 2020 | Dec. 14, 2017 | Nov. 09, 2015 | Sep. 26, 2020 | Dec. 30, 2017 |
Senior Notes Due February 2028 | |||||
Debt Instrument [Line Items] | |||||
Debt, aggregate principal amount | $ 300,000,000 | $ 300,000,000 | |||
Debt instrument, interest rate | 5.125% | 5.125% | 5.125% | ||
Debt issuance costs | $ 4,800,000 | ||||
Redemption percentage | 35.00% | ||||
Debt redemption price percentage | 105.125% | ||||
Percentage of purchase price | 101.00% | ||||
Senior Notes Due February 2028 | Redemption Period, One | |||||
Debt Instrument [Line Items] | |||||
Debt redemption price percentage | 102.563% | ||||
Senior Notes Due February 2028 | Redemption Period, Two | |||||
Debt Instrument [Line Items] | |||||
Debt redemption price percentage | 101.708% | ||||
Senior Notes Due February 2028 | Redemption Period, Three | |||||
Debt Instrument [Line Items] | |||||
Debt redemption price percentage | 100.854% | ||||
Senior Notes Due February 2028 | Redemption Period, Four | |||||
Debt Instrument [Line Items] | |||||
Debt redemption price percentage | 100.00% | ||||
Senior Notes Due November 2023 | |||||
Debt Instrument [Line Items] | |||||
Debt, aggregate principal amount | $ 400,000,000 | ||||
Debt instrument, interest rate | 6.125% | 6.125% | |||
Debt issuance costs | $ 6,300,000 | ||||
Debt redemption price percentage | 101.00% | ||||
Senior Notes Due November 2023 | Redemption Period, Two | |||||
Debt Instrument [Line Items] | |||||
Debt redemption price percentage | 101.531% | ||||
Senior Notes Due November 2023 | Redemption Period, Three | |||||
Debt Instrument [Line Items] | |||||
Debt redemption price percentage | 100.00% | ||||
Senior Subordinated Notes Due March 2018 | |||||
Debt Instrument [Line Items] | |||||
Debt, aggregate principal amount | $ 400,000,000 | ||||
Debt instrument, interest rate | 8.25% | ||||
Debt redemption price percentage | 102.063% | ||||
Senior Notes Due October 2030 | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Debt, aggregate principal amount | $ 500,000,000 | ||||
Debt instrument, interest rate | 4.125% | ||||
Debt issuance costs | $ 8,000,000 |
Long-Term Debt - Asset-Based Lo
Long-Term Debt - Asset-Based Loan Facility Amendment, Additional Information (Details) - USD ($) | Sep. 27, 2019 | Sep. 26, 2020 |
Debt Instrument [Line Items] | ||
Outstanding letters of credit | $ 2,400,000 | |
Line of credit facility, commitment fee percentage | 0.125% | |
Short-Notice Borrowing | ||
Debt Instrument [Line Items] | ||
Outstanding letters of credit | 40,000,000 | |
Standby Letters of Credit | ||
Debt Instrument [Line Items] | ||
Outstanding letters of credit | $ 50,000,000 | |
Asset-based Revolving Credit Facility | LIBOR | ||
Debt Instrument [Line Items] | ||
Applicable interest margin rate on the credit facility | 0.00% | |
Asset-based Revolving Credit Facility | Base Rate | ||
Debt Instrument [Line Items] | ||
Applicable interest margin rate on the credit facility | 0.25% | |
Letter of Credit | ||
Debt Instrument [Line Items] | ||
Other letters of credit outstanding | $ 2,400,000 | |
Secured Debt | Asset-based Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 400,000,000 | |
Additional principal amount | $ 200,000,000 | |
Borrowing base | 400,000,000 | |
Long-term line of credit | 0 | |
Other letters of credit outstanding | 0 | |
Debt issuance costs | $ 1,600,000 | |
Debt instrument fixed charge coverage ratio | 1 | |
Secured Debt | Asset-based Revolving Credit Facility | Federal Funds Rate | ||
Debt Instrument [Line Items] | ||
Applicable interest margin rate on the credit facility | 0.50% | |
Secured Debt | Asset-based Revolving Credit Facility | One-month LIBOR | ||
Debt Instrument [Line Items] | ||
Applicable interest margin rate on the credit facility | 1.00% | |
Secured Debt | Asset-based Revolving Credit Facility | LIBOR | ||
Debt Instrument [Line Items] | ||
Applicable interest margin rate on the credit facility | 1.25% | |
Applicable interest rate on the credit facility | 1.40% | |
Secured Debt | Asset-based Revolving Credit Facility | LIBOR | Minimum | ||
Debt Instrument [Line Items] | ||
Applicable interest margin rate on the credit facility | 1.00% | |
Secured Debt | Asset-based Revolving Credit Facility | LIBOR | Maximum | ||
Debt Instrument [Line Items] | ||
Applicable interest margin rate on the credit facility | 1.50% | |
Secured Debt | Asset-based Revolving Credit Facility | Base Rate | ||
Debt Instrument [Line Items] | ||
Applicable interest rate on the credit facility | 3.50% | |
Secured Debt | Asset-based Revolving Credit Facility | Base Rate | Minimum | ||
Debt Instrument [Line Items] | ||
Applicable interest margin rate on the credit facility | 0.00% | |
Secured Debt | Asset-based Revolving Credit Facility | Base Rate | Maximum | ||
Debt Instrument [Line Items] | ||
Applicable interest margin rate on the credit facility | 0.50% |
Long-Term Debt - Scheduled Prin
Long-Term Debt - Scheduled Principal Repayments on Long-Term Debt (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | ||
Nov. 24, 2020 | Dec. 26, 2020 | Sep. 26, 2020 | Sep. 28, 2019 | |
Debt Disclosure [Abstract] | ||||
2021 | $ 97 | |||
2022 | 80 | |||
2023 | 18 | |||
2024 | 400,000 | |||
2025 | 0 | |||
Thereafter | 300,000 | |||
Total | 700,195 | |||
Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Write-off of unamortized financing costs | $ 2,500 | |||
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Unamortized debt issuance costs | 6,142 | $ 7,158 | ||
Senior Notes | Senior Notes Interest At Six Point One Two Five Percentage Payable Semiannually Principal Due November 2023 | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Early repayment of senior debt | $ 400,000 | |||
Senior Notes | Senior Notes Due November 2023 and February 2028 | ||||
Debt Instrument [Line Items] | ||||
Unamortized debt issuance costs | 6,100 | |||
Senior Notes | Senior Notes Due November 2023 | ||||
Debt Instrument [Line Items] | ||||
Unamortized debt issuance costs | 2,500 | |||
Senior Notes | Senior Notes Due February 2028 | ||||
Debt Instrument [Line Items] | ||||
Unamortized debt issuance costs | $ 3,400 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | Jun. 27, 2018USD ($)claim | Jun. 27, 2020USD ($) | Sep. 26, 2020USD ($) | Apr. 30, 2020USD ($) | Nov. 26, 2019USD ($) | Sep. 28, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | ||||||
Outstanding letters of credit | $ 2,400 | |||||
Restricted cash | 13,685 | $ 12,952 | ||||
Number of claims | claim | 3 | |||||
Awarded damages | $ 12,600 | $ 12,400 | ||||
Athens, Texas | Loss from Fire | Pet Products Segment | ||||||
Loss Contingencies [Line Items] | ||||||
Inventory and property related losses | $ 10,000 | |||||
Loss contingency, loss in period | $ 10,000 | |||||
Minimum | Athens, Texas | Loss from Fire | Pet Products Segment | ||||||
Loss Contingencies [Line Items] | ||||||
Inventory and property related losses | $ 35,000 | |||||
Maximum | Athens, Texas | Loss from Fire | Pet Products Segment | ||||||
Loss Contingencies [Line Items] | ||||||
Inventory and property related losses | $ 40,000 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | |
Current: | |||
Federal | $ 33,775 | $ 17,048 | $ 5,728 |
State | 5,063 | 2,728 | 2,319 |
Foreign | (5) | 169 | 91 |
Total | 38,833 | 19,945 | 8,138 |
Deferred: | |||
Federal | (6,019) | 4,278 | (3,676) |
State | (582) | 2,380 | (1,162) |
Foreign | (14) | 1 | 5 |
Total | (6,615) | 6,659 | (4,833) |
Total | $ 32,218 | $ 26,604 | $ 3,305 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Statutory Federal Income Tax Rate to the Company's Effective Income Tax Rate (Details) | 12 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal income tax rate | 21.00% | 21.00% | 24.50% |
State income taxes, net of federal benefit | 2.30% | 4.30% | 0.90% |
Other permanent differences | 0.00% | 0.70% | (0.10%) |
Adjustment of prior year accruals | (0.20%) | (0.60%) | 0.00% |
Credits | (0.60%) | (0.90%) | (0.80%) |
Rate change – Tax reform | 0.00% | 0.00% | (16.90%) |
Stock based compensation | (1.40%) | (1.60%) | (5.40%) |
Other | (0.10%) | (0.60%) | 0.40% |
Effective income tax rate | 21.00% | 22.30% | 2.60% |
Income Taxes - Tax Effect of Te
Income Taxes - Tax Effect of Temporary Differences and Carryforwards which Give Rise to Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 26, 2020 | Sep. 28, 2019 |
Deferred Tax Assets | ||
Allowance for doubtful accounts | $ 6,618 | $ 5,029 |
Inventory write-downs | 8,624 | 8,374 |
Nondeductible reserves | 9,484 | 3,968 |
State taxes | 505 | 39 |
Employee benefits | 12,913 | 5,704 |
Equity loss | 2,047 | 884 |
State net operating loss carryforward | 5,652 | 6,579 |
Stock based compensation | 4,743 | 3,538 |
State credits | 2,732 | 2,819 |
Other | 1,774 | 4,774 |
Valuation allowance | (7,124) | (7,179) |
Total | 47,968 | 34,529 |
Deferred Tax Liabilities | ||
Prepaid expenses | 1,603 | 2,060 |
Depreciation and amortization | 85,302 | 77,901 |
Total | $ 86,905 | $ 79,961 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Sep. 26, 2020 | Sep. 28, 2019 |
Operating Loss Carryforwards [Line Items] | ||
State income tax credits | $ 3,500,000 | |
Valuation allowances | 7,124,000 | $ 7,179,000 |
Accrued interest (less than) | 100,000 | 100,000 |
Penalties were accrued related to uncertain tax positions | 0 | $ 0 |
Unrecognized tax benefit may be recognized within twelve months as a result of a settlement | 300,000 | |
Decrease in unrecognized tax benefits | 100,000 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | 97,700,000 | |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | 4,800,000 | |
Net operating losses, not subject to expiration | 4,700,000 | |
Net operating losses, subject to expiration | $ 100,000 |
Income Taxes - Activity Related
Income Taxes - Activity Related to Company's Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 26, 2020 | Sep. 28, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning Balance | $ 483 | $ 518 |
Increases related to prior year tax positions | 0 | 8 |
Increases related to current year tax positions | 80 | 81 |
Decreases related to prior year tax positions | 0 | 0 |
Settlements | 0 | (124) |
Decreases related to lapse of statute of limitations | (236) | 0 |
Ending Balance | $ 327 | $ 483 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - shares | 1 Months Ended | 12 Months Ended |
Oct. 31, 2020 | Sep. 26, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granting of options (in shares) | 1,190,000 | |
Restricted Stock Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares of restricted stock (in shares) | 334,000 | |
2003 Plan | Common stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized (in shares) | 5,800,000 | |
Shares reserved for outstanding equity awards (in shares) | 4,100,000 | |
Shares reserved for future awards (in shares) | 4,600,000 | |
2003 Plan | Class A common stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized (in shares) | 19,700,000 | |
Shares reserved for outstanding equity awards (in shares) | 0 | |
Shares reserved for future awards (in shares) | 9,900,000 | |
2003 Plan | Preferred Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized (in shares) | 500,000,000 | |
Shares reserved for outstanding equity awards (in shares) | 0 | |
Shares reserved for future awards (in shares) | 500,000 | |
Director Plan | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granting of options (in shares) | 200,000,000 | |
Director Plan | Restricted Stock Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares of restricted stock (in shares) | 20,000 | |
Director Plan | Restricted Stock Awards | Subsequent Event | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares of restricted stock (in shares) | 70,000 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Awards, Additional Information (Details) | 12 Months Ended | ||
Sep. 26, 2020USD ($)installment$ / shares | Sep. 28, 2019USD ($)$ / shares | Sep. 29, 2018USD ($)$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of vesting installments | installment | 4 | ||
Expiration period | 6 years | ||
Dividend during expected term (in usd per share) | $ 0 | ||
Expected life of option award | 3 years 8 months 12 days | 3 years 8 months 12 days | 3 years 8 months 12 days |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock price volatility (percent) | 32.60% | 30.40% | 31.60% |
Risk free interest rate | 1.40% | 2.50% | 2.40% |
Weighted average grant date fair value of options granted (in usd per share) | $ / shares | $ 7.60 | $ 7.28 | $ 9.80 |
Total intrinsic value of options exercised | $ 9,900,000 | $ 6,700,000 | $ 16,600,000 |
Total unrecognized compensation cost | $ 12,300,000 | ||
Weighted average vesting period | 3 years | ||
Stock Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding options to purchase common stock (in usd per share) | $ / shares | $ 10.63 | $ 8.56 | $ 6.43 |
Stock Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding options to purchase common stock (in usd per share) | $ / shares | $ 38.10 | $ 38.10 | $ 38.10 |
Restricted Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation cost | $ 22,900,000 | ||
Weighted average vesting period | 3 years | ||
Selling, General and Administrative Expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 19,000,000 | $ 14,700,000 | $ 11,600,000 |
Selling, General and Administrative Expenses | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 5,100,000 | 4,500,000 | 3,900,000 |
Selling, General and Administrative Expenses | Restricted Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 7,500,000 | 6,000,000 | 5,400,000 |
Selling, General and Administrative Expenses | 401 (K) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 6,400,000 | $ 4,200,000 | $ 2,300,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | |
Number of Shares | |||
Beginning Balance, Outstanding (in shares) | 2,549 | ||
Granted (in shares) | 1,190 | ||
Exercised (in shares) | (581) | ||
Canceled or expired (in shares) | (137) | ||
Ending Balance, Outstanding (in shares) | 3,021 | 2,549 | |
Exercisable (in shares) | 1,016 | 957 | 636 |
Expected to vest (in shares) | 1,863 | ||
Weighted Average Exercise Price per Share | |||
Beginning Balance, Outstanding (in usd per share) | $ 25.32 | $ 16.35 | |
Granted (in usd per share) | 29.25 | ||
Exercised (in usd per share) | 15.64 | ||
Canceled or expired (in usd per share) | 30.56 | ||
Ending Balance, Outstanding (in usd per share) | 28.46 | 25.32 | $ 16.35 |
Exercised (in usd per share) | 26.41 | $ 21.08 | |
Expected to vest (in usd per share) | $ 27.87 | ||
Additional Disclosures | |||
Outstanding, Weighted Average Remaining Contractual Life | 4 years | 4 years | 3 years |
Exercisable, Weighted Average Remaining Contractual Life | 3 years | 3 years | |
Expected to vest, Weighted Average Remaining Contractual Life | 5 years | ||
Outstanding, Aggregate Intrinsic Value | $ 19,039 | $ 12,498 | $ 10,731 |
Exercisable, Aggregate Intrinsic Value | 8,533 | $ 8,589 | |
Expected to vest, Aggregate Intrinsic Value | $ 9,762 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Awards, Additional Information (Details) - Restricted Stock Awards - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | |
Sep. 26, 2020 | Sep. 28, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards outstanding (in shares) | 1,123 | 1,083 |
Total unrecognized compensation cost | $ 22.9 | |
Weighted average vesting period | 3 years | |
Vesting One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Vesting Two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 5 years |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Award Activity (Details) - Restricted Stock Awards shares in Thousands | 12 Months Ended |
Sep. 26, 2020$ / sharesshares | |
Number of Shares | |
Beginning Balance, Nonvested (in shares) | shares | 1,083 |
Granted (in shares) | shares | 334 |
Vested (in shares) | shares | (250) |
Forfeited (in shares) | shares | (44) |
Ending Balance, Nonvested (in shares) | shares | 1,123 |
Weighted Average Grant Date Fair Value per Share | |
Beginning Balance, Nonvested (in usd per share) | $ / shares | $ 26.60 |
Granted (in usd per share) | $ / shares | 28.68 |
Vested (in usd per share) | $ / shares | 21.14 |
Forfeited (in usd per share) | $ / shares | 25.91 |
Ending Balance, Nonvested (in usd per share) | $ / shares | $ 28.45 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | 1 Months Ended | 12 Months Ended | ||||
Aug. 31, 2018USD ($)$ / sharesshares | Sep. 26, 2020USD ($)vote$ / sharesshares | Sep. 28, 2019USD ($)$ / sharesshares | Sep. 29, 2018USD ($) | Aug. 31, 2019USD ($) | Sep. 24, 2011USD ($) | |
Class of Stock [Line Items] | ||||||
Preferred stock authorized (in shares) | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Proceeds from issuance of common stock, net of offering costs | $ | $ 0 | $ 0 | $ 195,631,000 | |||
Repurchased of stock | $ | 52,254,000 | $ 58,115,000 | ||||
2019 Repurchase Authorization | ||||||
Class of Stock [Line Items] | ||||||
Stock repurchase program, authorized amount | $ | $ 100,000,000 | |||||
Stock repurchase program remaining authorized amount | $ | $ 100,000,000 | |||||
Equity Dilution Authorization | ||||||
Class of Stock [Line Items] | ||||||
Stock repurchase, remaining authorization (in shares) | 700,000 | |||||
Common stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock authorized (in shares) | 80,000,000 | 80,000,000 | ||||
Common stock, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Common stock, shares outstanding (in shares) | 11,336,358 | 11,543,969 | ||||
Stock repurchase program, authorized amount | $ | $ 100,000,000 | |||||
Repurchased of stock (in shares) | 200,000 | |||||
Repurchased of stock | $ | $ 6,600,000 | |||||
Repurchases of stock (in usd per share) | $ / shares | $ 26.63 | |||||
Class A common stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock authorized (in shares) | 100,000,000 | 100,000,000 | ||||
Common stock, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Common stock, shares outstanding (in shares) | 41,856,626 | 42,968,493 | ||||
Shares issued and sold (in shares) | 5,500,000 | |||||
Shares issued and sold (in usd per share) | $ / shares | $ 37 | |||||
Shares issued upon exercise of option (in shares) | 550,000 | |||||
Proceeds from issuance of common stock, net of offering costs | $ | $ 195,600,000 | |||||
Class B stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock authorized (in shares) | 3,000,000 | 3,000,000 | ||||
Common stock, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Common stock, shares outstanding (in shares) | 1,612,374 | 1,652,262 | ||||
Percentage of vote cast for shares (percent) | 49.00% | |||||
Convertible shares conversion ratio | 1 | |||||
Non voting common stock | ||||||
Class of Stock [Line Items] | ||||||
Repurchased of stock (in shares) | 1,800,000 | |||||
Repurchased of stock | $ | $ 45,700,000 | |||||
Repurchases of stock (in usd per share) | $ / shares | $ 25.90 | |||||
Minimum | Class B stock | ||||||
Class of Stock [Line Items] | ||||||
Number of voting powers | vote | 1 | |||||
Maximum | Class B stock | ||||||
Class of Stock [Line Items] | ||||||
Number of voting powers | vote | 10 |
Earnings Per Share - Numerators
Earnings Per Share - Numerators and Denominators in Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 26, 2020 | Jun. 27, 2020 | Mar. 28, 2020 | Dec. 28, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | |
Basic EPS: | |||||||||||
Net income available to common shareholders | $ 120,676 | $ 92,786 | $ 123,594 | ||||||||
Net income available to common shareholders (in shares) | 53,619 | 53,441 | 54,281 | 54,755 | 56,017 | 57,319 | 57,050 | 56,903 | 54,008 | 56,770 | 51,716 |
Net income available to common shareholders (in usd per share) | $ 0.25 | $ 1.29 | $ 0.79 | $ (0.08) | $ 0.04 | $ 0.81 | $ 0.74 | $ 0.03 | $ 2.23 | $ 1.63 | $ 2.39 |
Options to purchase common stock (in shares) | 316 | 509 | 996 | ||||||||
Options to purchase common stock (in usd per share) | $ (0.01) | $ (0.01) | $ (0.05) | ||||||||
Restricted shares (in shares) | 414 | 332 | 629 | ||||||||
Restricted shares (in usd per share) | $ (0.02) | $ (0.01) | $ (0.02) | ||||||||
Diluted EPS: | |||||||||||
Net income available to common shareholders | $ 120,676 | $ 92,786 | $ 123,594 | ||||||||
Net income available to common shareholders (in shares) | 54,515 | 54,168 | 54,952 | 54,755 | 56,618 | 57,985 | 58,026 | 58,001 | 54,738 | 57,611 | 53,341 |
Net income available to common shareholders (in usd per share) | $ 0.25 | $ 1.27 | $ 0.78 | $ (0.08) | $ 0.04 | $ 0.80 | $ 0.73 | $ 0.03 | $ 2.20 | $ 1.61 | $ 2.32 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares shares in Thousands | 12 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock outstanding, not included in computation of diluted earnings per share (in shares) | 1,000 | 1,100 | 2 |
Quarterly Financial Data - Un_3
Quarterly Financial Data - Unaudited (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 26, 2020 | Jun. 27, 2020 | Mar. 28, 2020 | Dec. 28, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 675,969 | $ 833,483 | $ 703,229 | $ 482,828 | $ 540,744 | $ 706,575 | $ 673,701 | $ 461,990 | $ 2,695,509 | $ 2,383,010 | $ 2,215,362 |
Gross profit | 196,115 | 262,060 | 207,117 | 131,266 | 148,524 | 219,284 | 206,051 | 130,182 | 796,558 | 704,041 | 675,376 |
Net income attributable to Central Garden & Pet Company | $ 13,589 | $ 68,800 | $ 42,704 | $ (4,417) | $ 2,440 | $ 46,152 | $ 42,391 | $ 1,803 | $ 120,676 | $ 92,786 | $ 123,594 |
Net income (loss) per share: | |||||||||||
Basic (in usd per share) | $ 0.25 | $ 1.29 | $ 0.79 | $ (0.08) | $ 0.04 | $ 0.81 | $ 0.74 | $ 0.03 | $ 2.23 | $ 1.63 | $ 2.39 |
Diluted (in usd per share) | $ 0.25 | $ 1.27 | $ 0.78 | $ (0.08) | $ 0.04 | $ 0.80 | $ 0.73 | $ 0.03 | $ 2.20 | $ 1.61 | $ 2.32 |
Weighted-average common shares outstanding: | |||||||||||
Basic (in shares) | 53,619 | 53,441 | 54,281 | 54,755 | 56,017 | 57,319 | 57,050 | 56,903 | 54,008 | 56,770 | 51,716 |
Diluted (in shares) | 54,515 | 54,168 | 54,952 | 54,755 | 56,618 | 57,985 | 58,026 | 58,001 | 54,738 | 57,611 | 53,341 |
Transactions with Related Par_2
Transactions with Related Parties (Details) - Contract Packaging, Inc. - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | |
Related Party Transaction [Line Items] | |||
Percentage of shares held by CPI in Tech Pac | 20.00% | 20.00% | 20.00% |
Amount due to related party | $ 0.9 | $ 0.3 | |
Tech Pac | |||
Related Party Transaction [Line Items] | |||
Purchases products from related party | $ 31.3 | $ 32.5 | $ 51.1 |
Business Segment Data - Additio
Business Segment Data - Additional Information (Details) | 12 Months Ended |
Sep. 26, 2020segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Business Segment Data - Class o
Business Segment Data - Class of Similar Products Which Represented Approximately 10% or More of Company's Consolidated Net Sales (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 26, 2020 | Jun. 27, 2020 | Mar. 28, 2020 | Dec. 28, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | |
Revenue from External Customer [Line Items] | |||||||||||
Revenues | $ 675,969 | $ 833,483 | $ 703,229 | $ 482,828 | $ 540,744 | $ 706,575 | $ 673,701 | $ 461,990 | $ 2,695,509 | $ 2,383,010 | $ 2,215,362 |
Other pet products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 705,200 | 613,400 | 606,700 | ||||||||
Other garden products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 607,600 | 560,800 | 445,700 | ||||||||
Other manufacturers' products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 600,700 | 504,500 | 454,300 | ||||||||
Dog & cat products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 502,100 | 452,100 | 445,100 | ||||||||
Controls & fertilizer products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | $ 279,900 | $ 252,200 | $ 263,600 |
Business Segment Data - Financi
Business Segment Data - Financial Information Relating to Company's Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 26, 2020 | Jun. 27, 2020 | Mar. 28, 2020 | Dec. 28, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Sep. 26, 2020 | Sep. 28, 2019 | Sep. 29, 2018 | |
Net sales: | |||||||||||
Net sales | $ 675,969 | $ 833,483 | $ 703,229 | $ 482,828 | $ 540,744 | $ 706,575 | $ 673,701 | $ 461,990 | $ 2,695,509 | $ 2,383,010 | $ 2,215,362 |
Operating income (loss): | |||||||||||
Operating income (loss) | 197,977 | 152,068 | 167,336 | ||||||||
Interest expense | (44,016) | (42,614) | (39,196) | ||||||||
Interest income | 4,027 | 9,554 | 3,145 | ||||||||
Other income (expense), net | (4,250) | 243 | (3,860) | ||||||||
Income before income taxes and noncontrolling interest | 153,738 | 119,251 | 127,425 | ||||||||
Income tax expense | 32,218 | 26,604 | 3,305 | ||||||||
Net income including noncontrolling interest | 121,520 | 92,647 | 124,120 | ||||||||
Net income (loss) attributable to noncontrolling interest | 844 | (139) | 526 | ||||||||
Net income attributable to Central Garden & Pet Company | 13,589 | $ 68,800 | $ 42,704 | $ (4,417) | 2,440 | $ 46,152 | $ 42,391 | $ 1,803 | 120,676 | 92,786 | 123,594 |
Assets: | |||||||||||
Assets | 2,339,364 | 2,025,020 | 2,339,364 | 2,025,020 | 1,907,209 | ||||||
Depreciation and amortization: | |||||||||||
Depreciation and amortization | 55,359 | 50,828 | 47,199 | ||||||||
Expenditures for long-lived assets: | |||||||||||
Expenditures for long-lived assets | 43,055 | 31,577 | 37,845 | ||||||||
Non-cash impairment charge | 3,566 | 0 | 0 | ||||||||
Pet segment | |||||||||||
Expenditures for long-lived assets: | |||||||||||
Non-cash impairment charge | 2,500 | ||||||||||
Operating Segments | Pet segment | |||||||||||
Net sales: | |||||||||||
Net sales | 1,562,160 | 1,384,686 | 1,340,899 | ||||||||
Operating income (loss): | |||||||||||
Operating income (loss) | 154,190 | 122,727 | 140,353 | ||||||||
Assets: | |||||||||||
Assets | 813,416 | 734,380 | 813,416 | 734,380 | 683,938 | ||||||
Depreciation and amortization: | |||||||||||
Depreciation and amortization | 35,186 | 32,803 | 29,889 | ||||||||
Expenditures for long-lived assets: | |||||||||||
Expenditures for long-lived assets | 28,270 | 20,793 | 26,979 | ||||||||
Operating Segments | Garden segment | |||||||||||
Net sales: | |||||||||||
Net sales | 1,133,349 | 998,324 | 874,463 | ||||||||
Operating income (loss): | |||||||||||
Operating income (loss) | 132,592 | 102,170 | 95,551 | ||||||||
Assets: | |||||||||||
Assets | 545,886 | 463,889 | 545,886 | 463,889 | 407,483 | ||||||
Depreciation and amortization: | |||||||||||
Depreciation and amortization | 13,520 | 11,959 | 8,744 | ||||||||
Expenditures for long-lived assets: | |||||||||||
Expenditures for long-lived assets | 11,013 | 9,068 | 8,016 | ||||||||
Corporate and eliminations | |||||||||||
Operating income (loss): | |||||||||||
Operating income (loss) | (88,805) | (72,829) | (68,568) | ||||||||
Assets: | |||||||||||
Assets | $ 980,062 | $ 826,751 | 980,062 | 826,751 | 815,788 | ||||||
Depreciation and amortization: | |||||||||||
Depreciation and amortization | 6,653 | 6,066 | 8,566 | ||||||||
Expenditures for long-lived assets: | |||||||||||
Expenditures for long-lived assets | $ 3,772 | $ 1,716 | $ 2,850 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 16, 2020 | Nov. 09, 2015 | Dec. 26, 2020 | Sep. 26, 2020 |
Senior Notes Due November 2023 | Senior notes | ||||
Subsequent Event [Line Items] | ||||
Debt, aggregate principal amount | $ 400,000,000 | |||
Debt instrument, interest rate | 6.125% | 6.125% | ||
Debt redemption price percentage | 101.00% | |||
Debt issuance costs | $ 6,300,000 | |||
Senior Notes Due November 2023 | Senior notes | Redemption Period, Two | ||||
Subsequent Event [Line Items] | ||||
Debt redemption price percentage | 101.531% | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Payment for acquired debt extinguishment | $ 6,100,000 | |||
Write-off of unamortized financing costs | $ 2,500,000 | |||
Subsequent Event | Senior Notes Due October 2030 | Senior notes | ||||
Subsequent Event [Line Items] | ||||
Debt, aggregate principal amount | $ 500,000,000 | |||
Debt instrument, interest rate | 4.125% | |||
Debt issuance costs | $ 8,000,000 |