Cover Page
Cover Page - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 | Nov. 15, 2023 | Mar. 25, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Sep. 30, 2023 | ||
Current Fiscal Year End Date | --09-30 | ||
Document Transition Report | false | ||
Entity File Number | 1-33268 | ||
Entity Registrant Name | CENTRAL GARDEN & PET CO | ||
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 | ||
Document Financial Statement Error Correction Flag | false | ||
Entity Shell Company | false | ||
Documents Incorporated by Reference | Definitive Proxy Statement for the Company’s 2024 Annual Meeting of Shareholders – Part III of this Form 10-K | ||
Amendment Flag | false | ||
Entity Central Index Key | 0000887733 | ||
Document Fiscal Year Focus | 2023 | ||
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 | $ 383,200 | ||
Entity Common Stock, Shares Outstanding | 11,077,612 | ||
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 | 1,500,000 | ||
Entity Common Stock, Shares Outstanding | 41,133,885 | ||
Class B stock | |||
Document Information [Line Items] | |||
Entity Public Float | $ 76 | ||
Entity Common Stock, Shares Outstanding | 1,602,374 |
Audit Information
Audit Information | 12 Months Ended |
Sep. 30, 2023 | |
Audit Information [Abstract] | |
Auditor firm ID | 34 |
Auditor name | DELOITTE & TOUCHE LLP |
Auditor location | San Francisco, CA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 24, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 488,730 | $ 177,442 |
Restricted cash | 14,143 | 14,742 |
Accounts receivable, net | 332,890 | 376,787 |
Inventories, net | 838,188 | 938,000 |
Prepaid expenses and other | 33,172 | 46,883 |
Total current assets | 1,707,123 | 1,553,854 |
Plant, property and equipment, net | 391,768 | 396,979 |
Goodwill | 546,436 | 546,436 |
Other intangible assets, net | 497,228 | 543,210 |
Operating lease right-of-use assets | 173,540 | 186,344 |
Other assets | 62,553 | 55,179 |
Total | 3,378,648 | 3,282,002 |
Current liabilities: | ||
Accounts payable | 190,902 | 215,681 |
Accrued expenses | 216,241 | 201,783 |
Current lease liabilities | 50,597 | 48,111 |
Current portion of long-term debt | 247 | 317 |
Total current liabilities | 457,987 | 465,892 |
Long-term debt | 1,187,956 | 1,186,245 |
Long-term lease liabilities | 135,621 | 147,724 |
Deferred income taxes and other long-term obligations | 144,271 | 147,429 |
Commitments and contingencies (Note 12) | ||
Equity: | ||
Additional paid-in capital | 594,416 | 582,056 |
Retained earnings | 859,370 | 755,253 |
Accumulated other comprehensive loss | (2,970) | (4,145) |
Total Central Garden & Pet shareholders’ equity | 1,451,353 | 1,333,706 |
Noncontrolling interest | 1,460 | 1,006 |
Total equity | 1,452,813 | 1,334,712 |
Total | 3,378,648 | 3,282,002 |
Common stock | ||
Equity: | ||
Common stock | 111 | 113 |
Class A common stock | ||
Equity: | ||
Common stock | 410 | 413 |
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. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | |
Income Statement [Abstract] | |||
Net sales | $ 3,310,083 | $ 3,338,588 | $ 3,303,684 |
Cost of goods sold | 2,363,241 | 2,346,283 | 2,332,783 |
Gross profit | 946,842 | 992,305 | 970,901 |
Selling, general and administrative expenses | 736,196 | 732,269 | 716,405 |
Operating income | 210,646 | 260,036 | 254,496 |
Interest expense | (57,025) | (58,253) | (58,597) |
Interest income | 7,362 | 719 | 415 |
Other income (expense), net | 1,462 | (3,596) | (1,506) |
Income before income taxes and noncontrolling interest | 162,445 | 198,906 | 194,808 |
Income tax expense | 36,348 | 46,234 | 42,035 |
Net income including noncontrolling interest | 126,097 | 152,672 | 152,773 |
Net income attributable to noncontrolling interest | 454 | 520 | 1,027 |
Net income attributable to Central Garden & Pet Company | $ 125,643 | $ 152,152 | $ 151,746 |
Net income per share attributable to Central Garden & Pet Company: | |||
Basic (in usd per share) | $ 2.40 | $ 2.86 | $ 2.81 |
Diluted (in usd per share) | $ 2.35 | $ 2.80 | $ 2.75 |
Weighted average shares used in the computation of net income per share: | |||
Basic (in shares) | 52,395 | 53,220 | 53,914 |
Diluted (in shares) | 53,427 | 54,425 | 55,248 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 126,097 | $ 152,672 | $ 152,773 |
Other comprehensive income (loss): | |||
Foreign currency translation | 1,175 | (3,314) | 578 |
Total comprehensive income | 127,272 | 149,358 | 153,351 |
Comprehensive income attributable to noncontrolling interests | 454 | 520 | 1,027 |
Comprehensive income attributable to Central Garden & Pet Company | $ 126,818 | $ 148,838 | $ 152,324 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Total | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interest | Common Stock Common Stock | Class A Common Stock Common Stock | Class B Stock Common Stock |
Beginning Balance (in shares) at Sep. 26, 2020 | 11,336,358 | 41,856,626 | 1,612,374 | ||||||
Balance, Beginning balance at Sep. 26, 2020 | $ 1,077,674 | $ 1,076,803 | $ 566,883 | $ 510,781 | $ (1,409) | $ 871 | $ 113 | $ 419 | $ 16 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Amortization of share-based awards | 16,298 | 16,298 | 16,298 | ||||||
Restricted share activity (in shares) | 579,237 | ||||||||
Restricted share activity | (2,439) | (2,439) | (2,445) | $ 6 | |||||
Issuance of common stock (in shares) | 367,358 | ||||||||
Issuance of common stock | 1,102 | 1,102 | 1,099 | $ 3 | |||||
Distribution to noncontrolling interest | (606) | (606) | |||||||
Repurchased of stock (in shares) | (700) | (520,299) | |||||||
Repurchase of stock | (21,839) | (21,839) | (5,389) | (16,445) | $ (5) | ||||
Other comprehensive loss | 578 | 578 | 578 | ||||||
Net income | 152,773 | 151,746 | 151,746 | 1,027 | |||||
Ending Balance (in shares) at Sep. 25, 2021 | 11,335,658 | 42,282,922 | 1,612,374 | ||||||
Balance, Ending balance at Sep. 25, 2021 | 1,223,541 | 1,222,249 | 576,446 | 646,082 | (831) | 1,292 | $ 113 | $ 423 | $ 16 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Amortization of share-based awards | 18,610 | 18,610 | 18,610 | ||||||
Restricted share activity (in shares) | 170,659 | ||||||||
Restricted share activity | (3,034) | (3,034) | (3,035) | $ 1 | |||||
Issuance of common stock (in shares) | 261,373 | ||||||||
Issuance of common stock | 4,838 | 4,838 | 4,835 | $ 3 | |||||
Distribution to noncontrolling interest | (806) | (806) | |||||||
Repurchased of stock (in shares) | (39,307) | (1,378,731) | |||||||
Repurchase of stock | (57,795) | (57,795) | (14,800) | (42,981) | $ (14) | ||||
Other comprehensive loss | (3,314) | (3,314) | (3,314) | ||||||
Net income | 152,672 | 152,152 | 152,152 | 520 | |||||
Ending Balance (in shares) at Sep. 24, 2022 | 11,296,351 | 41,336,223 | 1,612,374 | ||||||
Balance, Ending balance at Sep. 24, 2022 | 1,334,712 | 1,333,706 | 582,056 | 755,253 | (4,145) | 1,006 | $ 113 | $ 413 | $ 16 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Amortization of share-based awards | 20,117 | 20,117 | 20,117 | ||||||
Restricted share activity (in shares) | 60,377 | ||||||||
Restricted share activity | (4,766) | (4,766) | (4,767) | $ 1 | |||||
Issuance of common stock (in shares) | 274,468 | ||||||||
Issuance of common stock | 6,213 | 6,213 | 6,211 | $ 2 | |||||
Repurchased of stock (in shares) | (228,739) | (628,743) | |||||||
Repurchase of stock | (30,735) | (30,735) | (9,201) | (21,526) | $ (2) | $ (6) | |||
Other comprehensive loss | 1,175 | 1,175 | 1,175 | ||||||
Share conversion (in shares) | 10,000 | (10,000) | |||||||
Share conversion | 0 | ||||||||
Net income | 126,097 | 125,643 | 125,643 | 454 | |||||
Ending Balance (in shares) at Sep. 30, 2023 | 11,077,612 | 41,042,325 | 1,602,374 | ||||||
Balance, Ending balance at Sep. 30, 2023 | $ 1,452,813 | $ 1,451,353 | $ 594,416 | $ 859,370 | $ (2,970) | $ 1,460 | $ 111 | $ 410 | $ 16 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | |
Cash flows from operating activities: | |||
Net income | $ 126,097 | $ 152,672 | $ 152,773 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 87,700 | 80,948 | 74,727 |
Amortization of deferred financing costs | 2,698 | 2,657 | 2,208 |
Non-cash lease expense | 51,868 | 48,656 | 41,044 |
Stock-based compensation | 27,990 | 25,817 | 23,127 |
Debt extinguishment costs | 0 | 169 | 8,577 |
(Gain) Loss on sale of business | (5,845) | 0 | 2,611 |
Deferred income taxes | (12,253) | 28,128 | (14,744) |
Pet Segment Facility Closures | 15,674 | 0 | 0 |
Loss (gain) on disposal of property, plant and equipment | (262) | 131 | (256) |
Asset impairments | 750 | 0 | 0 |
Other | (263) | (779) | 4,716 |
Changes in assets and liabilities (excluding businesses acquired): | |||
Receivables | 43,980 | 7,004 | 69,135 |
Inventories | 86,980 | (256,443) | (132,170) |
Prepaid expenses and other assets | 8,813 | (6,031) | 13,370 |
Accounts payable | (19,962) | (31,209) | 24,583 |
Accrued expenses | 6,766 | (33,495) | 6,734 |
Other long-term obligations | 9,595 | (7,728) | 14,731 |
Operating lease liabilities | (48,692) | (44,527) | (40,322) |
Net cash (used in) provided by operating activities | 381,634 | (34,030) | 250,844 |
Cash flows from investing activities: | |||
Additions to property, plant and equipment | (53,966) | (115,205) | (80,333) |
Businesses acquired, net of cash acquired | 0 | 0 | (820,453) |
Proceeds from sale of business | 20,000 | 0 | 2,400 |
Payments for investments | (500) | (27,818) | (500) |
Other investing activities | (115) | 40 | (473) |
Net cash used in investing activities | (34,581) | (142,983) | (899,359) |
Cash flows from financing activities: | |||
Repayments on revolving line of credit | (48,000) | 0 | (858,000) |
Borrowings on revolving line of credit | 48,000 | 0 | 858,000 |
Premium paid on extinguishment of debt | 0 | 0 | (6,124) |
Repayments of long-term debt | (338) | (1,096) | (430,401) |
Issuance of long-term debt | 0 | 0 | 900,000 |
Repurchase of common stock, including shares surrendered for tax withholding | (37,161) | (62,287) | (27,892) |
Payments of contingent consideration | (54) | (216) | (373) |
Distribution to noncontrolling interest | 0 | (806) | (606) |
Payment of financing costs | 0 | (2,410) | (14,129) |
Net cash (used in) provided by financing activities | (37,553) | (66,815) | 420,475 |
Effect of exchange rate changes on cash and equivalents | 1,189 | (3,510) | 1,165 |
Net (decrease) increase in cash, cash equivalents and restricted cash | 310,689 | (247,338) | (226,875) |
Cash, cash equivalents and restricted cash at beginning of year | 192,184 | 439,522 | 666,397 |
Cash, cash equivalents and restricted cash at end of year | 502,873 | 192,184 | 439,522 |
Supplemental information: | |||
Cash paid for interest | 57,143 | 57,928 | 42,762 |
Cash paid for income taxes – net of refunds | 17,910 | 34,964 | 70,831 |
Non-cash investing and financing activities: | |||
Capital expenditures incurred but not paid | 2,243 | 8,016 | 6,150 |
Liability for contingent performance based payments | (374) | (847) | 610 |
Shares of common stock repurchased but not settled | 0 | 911 | 2,112 |
Operating lease right of use assets recognized after ASC 842 transition | $ 42,777 | $ 70,794 | $ 90,799 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2023 | |
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 year ended September 30, 2023 included 53 weeks and fiscal years ended September 24, 2022 and September 25, 2021 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, and when control over the finished goods transfers to retail consumers in consignment arrangements. These revenue arrangements generally have single performance obligations. Non-product revenue is recognized as the services are provided to the customer in the case of third-party logistics services and merchandising services, or as third-party licensee sales occur for royalty income. Revenue, which includes shipping and handling charges billed to the customer, is reported net of variable consideration and consideration payable to our customers, including applicable discounts, returns, allowances, trade promotion, unsaleable product, consumer coupon redemption and rebates. The amount billed to customers for shipping and handling costs included in net sales for the fiscal years ended September 30, 2023, September 24, 2022 and September 25, 2021 was $13.6 million, $15.8 million and $13.1 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. The Company generally does not have unbilled receivables at the end of a period. Deferred revenues are not material and primarily include advance payments for services that have yet to be rendered. The Company does not receive noncash consideration for the sale of goods. Amounts billed and due from our customers are classified as receivables and require payment on a short-term basis; therefore, the Company does not have any significant financing components. Sales Incentives and Other Promotional Programs The Company routinely offers sales incentives and discounts through various regional and national programs to its customers and consumers. These programs include product discounts or allowances, product rebates, product returns, one-time or ongoing trade-promotion programs with customers and consumer coupon programs that require the Company to estimate and accrue the expected costs of such programs. The costs associated with these activities are accounted for as reductions to the transaction price of the Company’s products and are, therefore, recorded as reductions to gross sales at the time of sale. The Company bases its estimates of incentive costs on historical trend experience with similar programs, actual incentive terms per customer contractual obligations and expected levels of performance of trade promotions, utilizing customer and sales organization inputs. The Company maintains 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 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 consolidated balance sheets. Cost of goods sold 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 30, 2023, September 24, 2022 and September 25, 2021 was $97.1 million, $100.8 million and $108 million, respectively. Advertising Costs – The Company expenses the costs of advertising as incurred. Advertising expenses were $43.6 million, $54.7 million and $54.6 million in fiscal 2023, 2022 and 2021, 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 $7.9 million for fiscal 2023, $7.2 million for fiscal 2022 and $6.8 million for fiscal 2021. In fiscal 2023, 2022 and 2021, the Company’s matching contributions made in the Company’s Class A common stock resulted in the issuance of approximately 216,000, 170,000 and 159,000 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 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. 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 2023 and 2022, the Company had valuation allowances related to various state and foreign net deferred tax assets of $7.7 million and $6.7 million, respectively. 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 consolidated balance sheets to the consolidated statements of cash flows as of September 30, 2023, September 24, 2022 and September 25, 2021, respectively (in thousands). September 30, 2023 September 24, 2022 September 25, 2021 (in thousands) Cash and cash equivalents $ 488,730 $ 177,442 $ 426,422 Restricted cash 14,143 14,742 13,100 Total cash, cash equivalents and restricted cash $ 502,873 $ 192,184 $ 439,522 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 Credit Losses and Customer Allowances – The Company’s trade accounts receivable are recorded at net realizable value, which includes an allowance for estimated credit losses, as well as allowances for contractual customer deductions accounted for as variable consideration. Under the guidance found in Accounting Standards Codification ("ASC") Topic 326, the “expected credit loss” model replaces the previous incurred loss model and requires consideration of a broader range of information to estimate expected credit losses over the lives of the Company’s trade accounts receivable. The Company maintains an allowance for credit losses related to its trade accounts receivable for future expected credit losses for the inability of its customers to make required payments. The Company estimates the allowance based upon historical bad debts, current customer receivable balances and the customer’s financial condition. The allowance is adjusted to reflect changes in current and forecasted macroeconomic conditions. The Company’s estimate of credit losses includes expected current and future economic and market conditions. See Note 5 – Allowance for Credit Losses and Customer Allowances . 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. The Company recognized impairment losses on certain intangible assets of $11.5 million in fiscal 2023 and there were no impairment losses recorded in fiscal 2021 and 2022. 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 3% to 50% in fifteen unconsolidated companies. The Company accounts for its interest in these entities using the equity method and in accordance with ASC 321 – Investments – Equity Securities. Equity method losses of $0.2 million in fiscal 2023, equity method income of $0.8 million in fiscal 2022 and equity method losses of $1.4 million in fiscal 2021 are included in other income (expense) in the consolidated statements of operations. The Company’s investment in these entities was $38.7 million at September 30, 2023 and $38.5 million at September 24, 2022 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 - The Company determines whether an arrangement contains a lease at inception by determining if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration and other facts and circumstances. Long-term operating lease right-of-use ("ROU") assets and current and long-term operating lease liabilities are presented separately in the consolidated balance sheets. Finance lease ROU assets are presented in property, plant and equipment, net, and the related finance liabilities are presented with current and long-term debt in the 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 30, 2023 and September 24, 2022, 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 2023 was $28.0 million ($21.3 million after tax), fiscal 2022 was $25.8 million ($19.7 million after tax), and fiscal 2021 was $23.1 million ($17.6 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 subsidiaries in the U.K and Canada whose functional currency is not the U.S. dollar. Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted There are no recent accounting pronouncements that are anticipated to have a material impact on the Company's consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Sep. 30, 2023 | |
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 30, 2023: Level 1 Level 2 Level 3 Total (in thousands) Liabilities: Liability for contingent consideration (a) $ — $ — $ 115 $ 115 Total liabilities $ — $ — $ 115 $ 115 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 24, 2022: Level 1 Level 2 Level 3 Total (in thousands) Liabilities: Liability for contingent consideration (a) $ — $ — $ 543 $ 543 Total liabilities $ — $ — $ 543 $ 543 (a) The fair values of the Company's contingent consideration liabilities from previous business acquisitions are considered "Level 3" measurements because the Company uses various estimates in the valuation models to project timing and amount of future contingent payments. The liability for contingent consideration relates to future performance-based contingent payments for Hydro-Organics Wholesale, Inc., acquired in October 2015. The performance period related to Hydro-Organics Wholesale extends through fiscal 2025. 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 30, 2023 and September 24, 2022: Amount (in thousands) Balance as of September 24, 2022 $ 543 Changes in the fair value of contingent performance-based payments (374) Performance-based payments made (54) Balance as of September 30, 2023 $ 115 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. As a result of market changes and declining sales, factors indicating the carrying value of certain amortizable intangible assets may not be recoverable were present in fiscal 2023. The Company performed impairment testing on these assets, found the carrying value was not recoverable, and accordingly, recorded impairment charges of approximately $7.5 million and $3.9 million in its Pet and Garden segments, respectively, as part of selling, general and administrative expenses in the consolidated statements of operations for the fiscal year ended September 30, 2023. There were no impairment losses recorded in fiscal 2022 or 2021. Fair Value of Other Financial Instruments In April 2021, the Company issued $400 million aggregate principal amount of 4.125% senior notes due April 2031 (the "2031 Notes"). The estimated fair value of the Company's 2031 Notes as of September 30, 2023 and September 24, 2022 was $327.1 million and $327.6 million compared to a carrying value of $395.4 million and $394.8 million, respectively. In October 2020, the Company issued $500 million aggregate principal amount of 4.125% senior notes due October 2030 (the "2030 Notes"). The estimated fair value of the Company's 2030 Notes as of September 30, 2023 and September 24, 2022 was $417.0 million and $407.6 million compared to a carrying value of $494.4 million and $493.6 million, respectively. 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 30, 2023 and September 24, 2022 was $279.5 million and $272.2 million, respectively, compared to a carrying value of $298.0 million and $297.5 million, respectively. |
Acquisitions and Investments in
Acquisitions and Investments in Joint Ventures | 12 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Investments in Joint Ventures | Acquisitions and Investments in Joint Ventures Fiscal 2023 The Company did not make any acquisitions in fiscal 2023. Fiscal 2022 The Company did not make any acquisitions in fiscal 2022. During the second quarter and fourth quarter of fiscal 2022, the Company finalized the allocation of the purchase price to the fair values of the tangible assets, intangible assets and liabilities acquired for its acquisitions of Green Garden Products and D&D Commodities Limited, respectively. Green Garden Products On February 11, 2021, the Company acquired Flora Parent, Inc. and its subsidiaries ("Green Garden Products"), a leading provider of vegetable, herb and flower seed packets, seed starters and plant nutrients in North America, for approximately $571 million. The Company borrowed approximately $180 million under its credit facility to partially finance the acquisition. The purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $487 million, of which $393 million was allocated to identified intangible assets and approximately $143 million was included in goodwill in the Company's consolidated balance sheet as of September 24, 2022. The financial results of Green Garden Products 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 $ 118,421 $ 31,826 $ 150,247 Fixed assets 2,340 — 2,340 Goodwill — 142,582 142,582 Other intangible assets, net — 392,929 392,929 Other assets 487,420 (487,259) 161 Operating lease right-of-use assets 14,577 — 14,577 Current liabilities (26,507) — (26,507) Long-term lease liabilities (10,912) — (10,912) Deferred income taxes and other long-term obligations (14,829) (80,078) (94,907) Net assets acquired, less cash and cash equivalents $ 570,510 $ — $ 570,510 (1) As previously reported in the Company's Form 10-K for the fiscal year ended September 25, 2021. The impact to the consolidated statement of operations associated with the finalization of purchase accounting and true-up of intangible asset amortization for Green Garden Products was immaterial. D&D Commodities Limited On June 30, 2021, the Company purchased D&D Commodities, Ltd. ("D&D"), a provider of high-quality, premium bird feed, for approximately $88 million in cash and the assumption of approximately $30 million of long-term debt. Subsequent to the acquisition, $30 million of cash was used to eliminate the acquired long-term debt. The purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $99 million, of which $64 million was allocated to identified intangible assets and approximately $34 million was included in goodwill in the Company's consolidated balance sheet as of September 24, 2022. The financial results of D&D have been included in the results of operations within the Garden segment since the date of acquisition. 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 $ 17,183 $ 465 $ 17,648 Fixed assets 6,907 1,823 8,730 Goodwill — 34,463 34,463 Other assets 101,218 (101,051) 167 Other intangible assets, net — 64,300 64,300 Current liabilities (7,183) — (7,183) Long-term debt (30,000) — (30,000) Net assets acquired, less cash and cash equivalents $ 88,125 $ — $ 88,125 (1) As previously reported in the Company's Form 10-K for the fiscal year ended September 25, 2021. The impact to the consolidated statement of operations associated with the finalization of purchase accounting and true-up of intangible asset amortization for D&D was immaterial. The Company expects all the goodwill from its acquisition of D&D Commodities Limited to be deductible for tax purposes. Fiscal 2021 DoMyOwn On December 18, 2020, the Company acquired DoMyOwn, a leading online retailer of professional-grade control products, for approximately $81 million. The purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $80.4 million, of which $11.9 million was allocated to identified intangible assets and approximately $68.5 million was included in goodwill in the Company’s consolidated balance sheet as of September 25, 2021. Financial results of DoMyOwn 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 $ 3,922 $ — $ 3,922 Fixed assets 3,047 — 3,047 Goodwill — 68,512 68,512 Other assets 80,412 (80,412) — Other intangible assets, net — 11,900 11,900 Current liabilities (6,446) — (6,446) Net assets acquired, less cash and cash equivalents $ 80,935 $ — $ 80,935 (1) As previously reported in the Company's Form 10-Q for the period ended June 26, 2021. The impact to the consolidated statement of operations associated with the finalization of purchase accounting and true-up of intangible assets for DoMyOwn was immaterial. Hopewell Nursery On December 31, 2020, the Company purchased substantially all of the assets of Hopewell Nursery, a leading live goods wholesale grower serving retail nurseries, landscape contractors, wholesalers and garden centers across the Northeast, for approximately $81 million. The purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $15 million, of which approximately $4.1 million was allocated to identified intangible assets and approximately $10.9 million was included in goodwill in the Company's consolidated balance sheet as of September 25, 2021. Financial results of Hopewell Nursery 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 $ 39,046 $ 3,742 $ 42,788 Fixed assets 31,940 (326) 31,614 Goodwill — 10,924 10,924 Other assets 18,470 (18,470) — Other intangible assets, net — 4,130 4,130 Current liabilities (6,767) — (6,767) Other long-term liabilities (1,301) — (1,301) Net assets acquired, less cash and cash equivalents $ 81,388 $ — $ 81,388 (1) As previously reported in the Company's Form 10-Q for the period ended June 26, 2021. The impact to the statement of operations associated with the finalization of purchase accounting and true-up of intangible assets for Hopewell Nursery was immaterial. Proforma financial information has not been presented as the DoMyOwn and Hopewell Nursery acquisitions were not considered material to the Company's overall consolidated financial statements during the periods presented. The Company expects all the goodwill from both of the acquisitions above to be deductible for tax purposes. Green Garden Products The finalization of the allocation of the purchase price to the fair value of the tangible assets, intangible assets and liabilities acquired was finalized in the second quarter of fiscal 2022. For the fiscal year ended September 25, 2021, net sales and net income related to Green Garden Products were approximately $122.4 million and $1.6 million, respectively. The following unaudited pro forma financial information summarizes the combined results of operations for Central and Green Garden Products as if the companies were combined as of the beginning of fiscal 2020. Fiscal Year Ended September 25, 2021 September 26, 2020 in thousands except per share amounts Net sales $ 3,357,977 $ 2,850,678 Net income attributable to Central Garden & Pet Company $ 175,508 $ 146,277 Diluted net income per share attributable to Central Garden & Pet Company $ 3.18 $ 2.67 This pro forma information is based on historical results of operations, adjusted for the preliminary estimated allocation of the purchase price and other acquisition adjustments. This pro forma information is not necessarily indicative of what the results of the Company would have been had it operated the business since the beginning of the periods presented. The pro forma adjustments reflect the income statement effects of the elimination of intercompany sales and profit, amortization of intangible assets related to the fair value adjustments of the assets acquired, elimination of interest expense on Green Garden Products debt that was paid off at the time of acquisition, incremental interest expense directly resulting from the acquisition and the related tax effects. D&D Commodities Limited The finalization of the allocation of the purchase price to the fair value of the tangible assets, intangible assets and liabilities acquired was finalized in the fourth quarter of fiscal 2022. The Company includes the unallocated purchase price for acquisitions in other assets on its consolidated balance sheet. Divestiture Sale of Garden Segment Independent Distribution Business In the fourth quarter of fiscal 2023, the Company sold their independent garden center distribution business for approximately $20 million for inventory and the related customer data. Associated with the sale, the Company is closing one facility and part of another facility due to excess space previously dedicated to serving the independent garden channel. As a result of these closures, the Company recorded a gain of $5.8 million which is net of the inventory sold, inventory transport costs and the associated facility closure costs, including severance. The gain was recorded as part of selling, general and administrative expenses. Breeder's Choice In December 2020, the Company completed the sale of certain assets of its Breeder's Choice business unit. Prior to the sale of Breeder's Choice assets, the Company recognized the financial results of the business unit in its Pet segment. The Company received cash proceeds of $2.4 million and sold approximately $4.7 million of current and long-term net assets. The Company recognized a loss on the sale of the Breeder's Choice business unit of approximately $2.6 million during the three months ended December 26, 2020 as part of selling, general and administrative expenses in the Company's condensed consolidated statement of operations. Investments During fiscal 2023, the Company converted a SAFE note totaling $0.9 million into shares, acquiring a 6% interest, which is accounted for in accordance with ASC 321. During fiscal 2022, the Company made investments totaling $26.1 million, maintaining its 7% interest in a venture and acquiring a 10% interest in another venture, both of which are accounted for in accordance with ASC 321. During fiscal 2021, the Company made an investment of $0.5 million for a 3% ownership interest in one venture, which is accounted for in accordance with ASC 321 . |
Concentration of Credit Risk an
Concentration of Credit Risk and Significant Customers and Suppliers | 12 Months Ended |
Sep. 30, 2023 | |
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 2023, 51% for fiscal 2022 and 51% for fiscal 2021 were derived from sales to the Company’s top five customers. The Company’s largest customer accounted for approximately 16% of the Company’s net sales in fiscal 2023, 17% in 2022 and 16% in 2021. The Company’s second largest customer in 2023 accounted for approximately 16% of the Company’s net sales in fiscal 2023, 16% of the Company's net sales in fiscal 2022 and 15% in fiscal 2021. The Company’s third largest customer in 2023 accounted for approximately 8% of the Company’s net sales in fiscal 2023, 8% in fiscal 2022 and 9% in fiscal 2021. 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 30, 2023 and September 24, 2022, accounts receivable from the Company’s top five customers comprised approximately 51% for both years of the Company’s total accounts receivable, including 11% and 13%, respectively, from the Company’s largest customer. |
Allowance for Credit Losses and
Allowance for Credit Losses and Customer Allowances | 12 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Allowance for Credit Losses and Customer Allowances | Allowance for Credit Losses and Customer Allowances The Company’s trade accounts receivable are recorded at net realizable value, which includes an allowance for estimated credit losses, as well as allowances for contractual customer deductions accounted for as variable consideration as described in Note 1 - Organization and Significant Accounting Policies. Under the guidance found in ASC Topic 326, the “expected credit loss” model replaces the previous incurred loss model and requires consideration of a broader range of information to estimate expected credit losses over the lives of the Company’s trade accounts receivable. The Company’s prior methodology for estimating credit losses on its trade accounts receivable did not differ significantly from the new requirements of Topic 326. The Company maintains an allowance for credit losses related to its trade accounts receivable for future expected credit losses resulting from the inability of its customers to make required payments. The Company estimates the allowance based upon historical bad debts, current customer receivable balances and the customer’s financial condition. The allowance is adjusted to reflect differences in current conditions as well as changes in forecasted macroeconomic conditions. The Company’s estimate of credit losses includes expected current and future economic and market conditions. The following provides a reconciliation of the activity in the Allowance for Credit Losses and Customer Allowances: Description Balances at Charged/ Asset Balances at (in thousands) Fiscal Year Ended September 25, 2021 27,661 6,604 (5,046) 29,219 Fiscal Year Ended September 24, 2022 29,219 1,264 (4,237) 26,246 Fiscal Year Ended September 30, 2023 26,246 1,258 (1,707) 25,797 |
Inventories, net
Inventories, net | 12 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories, net of allowance for obsolescence, consist of the following: September 30, 2023 September 24, 2022 (in thousands) Raw materials $ 270,672 $ 266,695 Work in progress 166,394 99,842 Finished goods 384,903 528,481 Supplies 16,219 42,982 Total inventories, net $ 838,188 $ 938,000 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consists of the following: September 30, 2023 September 24, 2022 (in thousands) Land $ 29,434 $ 29,474 Buildings and improvements 277,618 263,499 Transportation equipment 14,258 12,572 Machine and warehouse equipment 388,854 345,994 Capitalized software 117,007 123,353 Office furniture and equipment 30,534 29,697 Assets under construction 25,701 51,617 883,406 856,206 Accumulated depreciation and amortization (491,638) (459,227) $ 391,768 $ 396,979 Depreciation and amortization expense, including the amortization of intangible assets, charged to operations was $87.7 million, $80.9 million and $74.7 million for fiscal 2023, 2022 and 2021, respectively. |
Goodwill
Goodwill | 12 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Changes in the carrying amount of goodwill for the fiscal years ended September 30, 2023, September 24, 2022 and September 25, 2021: Garden Products Segment Pet Products Total (in thousands) Balance as of September 26, 2020 Goodwill $ 226,471 $ 473,045 $ 699,516 Accumulated impairment losses (213,583) (195,978) (409,561) 12,888 277,067 289,955 Additions in fiscal 2021 79,436 — 79,436 Balance as of September 25, 2021 Goodwill 305,907 473,045 778,952 Accumulated impairment losses (213,583) (195,978) (409,561) 92,324 277,067 369,391 Additions in fiscal 2022 177,045 — 177,045 Balance as of September 24, 2022 Goodwill 482,952 473,045 955,997 Accumulated impairment losses (213,583) (195,978) (409,561) 269,369 277,067 546,436 Additions in fiscal 2023 — — — Balance as of September 30, 2023 Goodwill 482,952 473,045 955,997 Accumulated impairment losses (213,583) (195,978) (409,561) $ 269,369 $ 277,067 $ 546,436 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. The qualitative assessment evaluates factors including macro-economic conditions, industry-specific and company-specific considerations, legal and regulatory environments and historical performance. If it is determined that it is more likely than not the fair value of the reporting unit is greater than its carrying amount, it is unnecessary to perform the quantitative goodwill impairment test. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative test is performed to identify potential goodwill impairment. Based on certain circumstances, the Company may elect to bypass the qualitative assessment and proceed directly to performing the quantitative goodwill impairment test, which compares the estimated fair value of our reporting units to their related carrying values, including goodwill. Impairment is indicated if the estimated fair value of the reporting unit is less than its carrying value, and an impairment charge is recognized for the differential. The Company’s goodwill impairment analysis also includes a comparison of the aggregate estimated fair value of 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 2023, the Company elected to bypass the qualitative assessment and proceeded directly to performing the quantitative goodwill impairment test. The Company completed its quantitative assessment of potential goodwill and determined that it was more likely than not the fair values of the Company's reporting units were greater than their carrying amounts. In connection with the Company’s annual goodwill impairment testing performed during fiscal 2022, 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 goodwill impairment test. The Company completed its qualitative assessment of potential goodwill impairment and determined that it was more likely than not the fair values of the Company's reporting units were greater than their carrying amount in fiscal year 2022, and accordingly, no further testing of goodwill was required in fiscal 2022. |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Sep. 30, 2023 | |
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 30, 2023 Marketing-related intangible assets – amortizable $ 22.1 $ (21.5) $ — $ 0.6 Marketing-related intangible assets – nonamortizable 252.5 — (29.4) 223.1 Total 274.6 (21.5) (29.4) 223.7 Customer-related intangible assets – amortizable 416.4 (147.4) (10.3) 258.8 Other acquired intangible assets – amortizable 39.7 (30.5) (0.3) 8.9 Other acquired intangible assets – nonamortizable 7.1 — (1.2) 5.9 Total 46.8 (30.5) (1.5) 14.8 Total other intangible assets $ 737.8 $ (199.4) $ (41.2) $ 497.2 September 24, 2022 Marketing-related intangible assets – amortizable $ 22.1 $ (20.5) $ — $ 1.5 Marketing-related intangible assets – nonamortizable 252.5 — (26.0) 226.5 Total 274.6 (20.5) (26.0) 228.0 Customer-related intangible assets – amortizable 416.4 (117.8) (2.5) 296.1 Other acquired intangible assets – amortizable 39.7 (26.6) — 13.2 Other acquired intangible assets – nonamortizable 7.1 — (1.2) 5.9 Total 46.8 (26.6) (1.2) 19.1 Total other intangible assets $ 737.8 $ (164.9) $ (29.8) $ 543.2 September 25, 2021 Marketing-related intangible assets – amortizable $ 22.1 $ (19.0) $ — $ 3.1 Marketing-related intangible assets – nonamortizable 70.6 — (26.0) 44.6 Total 92.7 (19.0) (26.0) 47.7 Customer-related intangible assets – amortizable 143.6 (75.4) (2.5) 65.7 Other acquired intangible assets – amortizable 37.2 (22.0) — 15.2 Other acquired intangible assets – nonamortizable 7.1 — (1.2) 5.9 Total 44.3 (22.0) (1.2) 21.1 Total other intangible assets $ 280.6 $ (116.4) $ (29.8) $ 134.4 Other acquired intangible assets include contract-based and technology-based intangible assets. As part of its acquisitions of DoMyOwn and Hopewell Nursery in fiscal 2021, the Company acquired approximately $1.5 million of marketing related intangible assets, $3.3 million of customer related intangible assets and $11.2 million of other intangible assets. As part of its acquisitions of Green Garden Products and D&D Commodities in fiscal 2021, the Company acquired $181.9 million of marketing related intangible assets, $272.8 million of customer related intangible assets and $2.5 million of other intangible assets. The allocation of the purchase price to the acquired intangible assets of Green Garden Products and D&D Commodities was finalized during fiscal 2022. 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. As a result of market changes and declining sales, factors indicating the carrying value of certain amortizable intangible assets may not be recoverable were present in fiscal 2023. The Company performed impairment testing on these assets, found the carrying value was not recoverable, and accordingly, recorded impairment charges of approximately $7.5 million and $3.9 million in its Pet and Garden segments, respectively, as part of selling, general and administrative expenses in the consolidated statements of operations for the fiscal year ended September 30, 2023. Factors indicating the carrying value of the Company's amortizable and indefinite-lived intangible assets may not be recoverable were not present in fiscal 2021 or 2022, 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 two years to 25 years; over weighted-average remaining lives of one year for marketing-related intangibles, eleven years for customer-related intangibles and five years for other acquired intangibles. Amortization expense for intangibles subject to amortization was approximately $34.5 million, $35.1 million and $16.5 million, for fiscal 2023, 2022 and 2021, respectively, and is classified within selling, general and administrative expenses in the consolidated statements of operations. Annual amortization expense related to acquired intangible assets in each of the succeeding five years is estimated to be approximately $29 million per year from fiscal 2024 through fiscal 2026, and $25 million per year from fiscal 2027 through fiscal 2028. |
Leases
Leases | 12 Months Ended |
Sep. 30, 2023 | |
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 Organization and Significant Accounting Policies, 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 September 30, 2023 September 24, 2022 (in millions) Operating leases Right-of-use assets Operating lease right-of-use assets $ 173.5 $ 186.3 Current lease liabilities Current operating lease liabilities $ 50.6 $ 48.1 Non-current lease liabilities Long-term operating lease liabilities 135.6 147.7 Total operating lease liabilities $ 186.2 $ 195.8 Finance leases Right-of-use assets Property, plant and equipment, net $ 0.1 $ 0.1 Current lease liabilities Current portion of long-term debt $ — $ — Non-current lease liabilities Long-term debt — — Total finance lease liabilities $ — $ — Components of lease cost were as follows: Fiscal Year Ended September 30, 2023 September 24, 2022 (in millions) Operating lease cost $ 58.0 $ 53.8 Finance lease cost: Amortization of right-of-use assets 0.1 0.1 Interest on lease liabilities — — Total finance lease cost $ 0.1 $ 0.1 Short-term lease cost 12.6 9.3 Variable lease cost 10.6 8.8 Total lease cost $ 81.3 $ 72.0 Supplemental cash flow information and non-cash activity related to the Company's leases was as follows: Fiscal Year Ended September 30, 2023 September 24, 2022 (in millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 50.1 $ 45.1 Financing cash flows from finance leases $ — $ 0.1 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 42.8 $ 70.8 Finance leases $ — $ — Weighted-average remaining lease term and discount rate for the Company's leases were as follows: September 30, 2023 September 24, 2022 Weighted-average remaining lease term (in years): Operating leases 5.3 5.6 Finance leases 4.4 1.0 Weighted-average discount rate: Operating leases 3.85 % 2.97 % Finance leases 6.89 % 5.13 % Lease liability maturities as of September 30, 2023 are as follows: September 30, 2023 Operating Leases Finance Leases Fiscal Year (in millions) 2024 $ 54.9 $ — 2025 47.1 — 2026 33.0 — 2027 22.8 — 2028 14.7 — Thereafter 34.8 — Total future undiscounted lease payments $ 207.3 $ — Less imputed interest (21.1) — Total reported lease liability $ 186.2 $ — |
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 Organization and Significant Accounting Policies, 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 September 30, 2023 September 24, 2022 (in millions) Operating leases Right-of-use assets Operating lease right-of-use assets $ 173.5 $ 186.3 Current lease liabilities Current operating lease liabilities $ 50.6 $ 48.1 Non-current lease liabilities Long-term operating lease liabilities 135.6 147.7 Total operating lease liabilities $ 186.2 $ 195.8 Finance leases Right-of-use assets Property, plant and equipment, net $ 0.1 $ 0.1 Current lease liabilities Current portion of long-term debt $ — $ — Non-current lease liabilities Long-term debt — — Total finance lease liabilities $ — $ — Components of lease cost were as follows: Fiscal Year Ended September 30, 2023 September 24, 2022 (in millions) Operating lease cost $ 58.0 $ 53.8 Finance lease cost: Amortization of right-of-use assets 0.1 0.1 Interest on lease liabilities — — Total finance lease cost $ 0.1 $ 0.1 Short-term lease cost 12.6 9.3 Variable lease cost 10.6 8.8 Total lease cost $ 81.3 $ 72.0 Supplemental cash flow information and non-cash activity related to the Company's leases was as follows: Fiscal Year Ended September 30, 2023 September 24, 2022 (in millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 50.1 $ 45.1 Financing cash flows from finance leases $ — $ 0.1 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 42.8 $ 70.8 Finance leases $ — $ — Weighted-average remaining lease term and discount rate for the Company's leases were as follows: September 30, 2023 September 24, 2022 Weighted-average remaining lease term (in years): Operating leases 5.3 5.6 Finance leases 4.4 1.0 Weighted-average discount rate: Operating leases 3.85 % 2.97 % Finance leases 6.89 % 5.13 % Lease liability maturities as of September 30, 2023 are as follows: September 30, 2023 Operating Leases Finance Leases Fiscal Year (in millions) 2024 $ 54.9 $ — 2025 47.1 — 2026 33.0 — 2027 22.8 — 2028 14.7 — Thereafter 34.8 — Total future undiscounted lease payments $ 207.3 $ — Less imputed interest (21.1) — Total reported lease liability $ 186.2 $ — |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following: September 30, 2023 September 24, 2022 (in thousands) Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028 300,000 300,000 Senior notes, interest at 4.125%, payable semi-annually, principal due October 2030 500,000 500,000 Senior notes, interest at 4.125%, payable semi-annually, principal due April 2031 400,000 400,000 Unamortized debt issuance costs (12,231) (14,116) Net carrying value 1,187,769 1,185,884 Asset-based revolving credit facility, interest at SOFR plus a margin of 1.00% to 1.50% or Base Rate plus a margin of 0.0% to 0.50%, final maturity December 2026 — — Other notes payable 434 678 Total 1,188,203 1,186,562 Less current portion (247) (317) Long-term portion $ 1,187,956 $ 1,186,245 Senior Notes Issuance of $400 million 4.125% Senior Notes due 2031 On April 30, 2021, the Company issued $400 million aggregate principal amount of 4.125% senior notes due April 2031 (the "2031 Notes"). The Company used a portion of the net proceeds from the offering to repay all outstanding borrowings under its Amended Credit Facility, with the remainder used for general corporate purposes. The Company incurred approximately $6 million of debt issuance costs in conjunction with this issuance, which included underwriter fees and legal, accounting and rating agency expenses. The debt issuance costs are being amortized over the term of the 2031 Notes. The 2031 Notes require semi-annual interest payments on April 30 and October 30. The 2031 Notes are unconditionally guaranteed on a senior basis by each of the Company's existing and future domestic restricted subsidiaries which are borrowers under or guarantors of Central's Amended Credit Facility. The 2031 Notes were issued in a private placement under Rule 144A and will not be registered under the Securities Act of 1933. The Company may redeem some or all of the 2031 Notes at anytime, at its option, prior to April 30, 2026 at the principal amount plus a "make whole" premium. At any time prior to April 30, 2024, the Company may also redeem, at its option, up to 40% of the notes with the proceeds of certain equity offerings at a redemption price of 104.125% of the principal amount of the notes. The Company may redeem some or all of the 2031 Notes at the Company’s option, at any time on or after April 30, 2026 for 102.063%, on or after April 30, 2027 for 101.375%, on or after April 30, 2028 for 100.688% and on or after April 30, 2029 for 100.0%, plus accrued and unpaid interest. The holders of the 2031 Notes have the right to require the Company to repurchase all or a portion of the 2031 Notes at a purchase price equal to 101% of the principal amount of the notes repurchased, plus accrued and unpaid interest, upon the occurrence of specific kinds of changes of control. The 2031 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject to certain baskets and exceptions. The Company was in compliance with all financial covenants as of September 30, 2023. Issuance of $500 million 4.125% Senior Notes due 2030 In October 2020, the Company issued $500 million aggregate principal amount of 4.125% senior notes due October 2030 (the "2030 Notes"). In November 2020, the Company used a portion of the net proceeds to redeem all of its outstanding 6.125% senior notes due November 2023 (the "2023 Notes") at a redemption price of 101.531% plus accrued and unpaid interest, and to pay related fees and expenses, with the remainder used for general corporate purposes. The Company incurred approximately $8.0 million of debt issuance costs associated with this transaction, which included underwriter fees and legal, accounting and rating agency expenses. The debt issuance costs are being amortized over the term of the 2030 Notes. The 2030 Notes require semiannual interest payments on October 15 and April 15. The 2030 Notes are unconditionally guaranteed on a senior basis by each of the Company's existing and future domestic restricted subsidiaries which are borrowers under or guarantors of Central's Amended Credit Facility. The Company may redeem some or all of the 2030 Notes at anytime, at its option, prior to October 15, 2025 at a price equal to 100% of the principal amount plus a “make-whole” premium. The Company may redeem some or all of the 2030 Notes, at its option, in whole or in part, at any time on or after October 15, 2025 for 102.063%, on or after October 15, 2026 for 101.375%, on or after October 15, 2027 for 100.688% and on or after October 15, 2028 for 100.0%, plus accrued and unpaid interest. The holders of the 2030 Notes have the right to require the Company to repurchase all or a portion of the 2030 Notes at a purchase price equal to 101.0% of the principal amount of the notes repurchased, plus accrued and unpaid interest upon the occurrence of a change of control. The 2030 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject to certain baskets and exceptions. The Company was in compliance with all financial covenants as of September 30, 2023. $300 million 5.125% Senior Notes due 2028 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 used the net proceeds from the offering to finance acquisitions and for general corporate purposes. The Company incurred approximately $4.8 million of debt issuance costs in conjunction with this transaction, which included underwriter fees and legal, accounting and rating agency expenses. The debt issuance costs are being amortized over the term of the 2028 Notes. The 2028 Notes require semiannual interest payments on February 1 and August 1. The 2028 Notes are unconditionally guaranteed on a senior basis by the Company's existing and future domestic restricted subsidiaries who are borrowers under or guarantors of Central's Amended Credit Facility. 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 30, 2023. Asset-Based Loan Facility Amendment On December 16, 2021, the Company entered into a Third Amended and Restated Credit Agreement (“Amended Credit Agreement”). The Amended Credit Agreement amended and restated the previous credit agreement dated September 27, 2019 (the "Predecessor Credit Agreement"), and provides for a $750 million principal amount senior secured asset-based revolving credit facility, with up to an additional $400 million principal amount available with the consent of the Lenders, as defined, if the Company exercises the uncommitted accordion feature set forth therein (collectively, the “Amended Credit Facility”). The Amended Credit Facility matures on December 16, 2026. The Company may borrow, repay and reborrow amounts under the Amended Credit Facility until its maturity date, at which time all amounts outstanding under the Amended Credit Facility must be repaid in full. The Amended Credit Facility is subject to a borrowing base that is calculated using a formula based upon eligible receivables and inventory, and at the Company's election, eligible real property, minus certain reserves. Proceeds of the Amended Credit Facility will be used for general corporate purposes. Net availability under the Amended Credit Facility was approximately $493 million as of September 30, 2023. The Amended Credit Facility includes a $50 million sublimit for the issuance of standby letters of credit and a $75 million sublimit for Swing Loan borrowings. As of September 30, 2023, there were no borrowings outstanding and no letters of credit outstanding under the Amended Credit Facility. Outside of the Amended Credit Facility, there were other standby and commercial letters of credit of $1.3 million outstanding as of September 30, 2023. Borrowings under the Amended Credit Facility will bear interest at an index based on SOFR (which will not be less than 0.00%) or, at the option of the Company, the Base Rate, plus, in either case, an applicable margin based on the Company's usage under the credit facility. Base Rate is defined as the highest of (a) the Truist prime rate, (b) the Federal Funds Rate plus 0.50%, (c) one-month SOFR plus 1.00% and (d) 0.00%. The applicable margin for SOFR-based borrowings fluctuates between 1.00%-1.50%, and was 1.0% as of September 30, 2023, and the applicable margin for Base Rate borrowings fluctuates between 0.00%-0.50%, and was 0.00% as of September 30, 2023. An unused line fee shall be payable quarterly in respect of the total amount of the unutilized Lenders’ commitments under the Amended Credit Facility. Standby letter of credit fees accruing at the applicable margin on the average undrawn and unreimbursed amount of standby letters of credit are payable quarterly, and a facing fee of 0.125% is payable quarterly for the stated amount of each letter of credit. The Company is also required to pay certain fees to the administrative agent under the Amended Credit Facility. The Amended Credit Facility was amended on May 15, 2023 to transition from LIBOR to SOFR. As of September 30, 2023, the applicable interest rate related to Base Rate borrowings was 8.5%, and the applicable interest rate related to one-month SOFR-based borrowings was 6.3%. The Company incurred approximately $2.4 million of debt issuance costs in conjunction with the Amended Credit Agreement, which included lender 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 1:1 upon triggered quarterly testing (e.g. when availability falls below certain thresholds established in the agreement), reporting requirements and events of default. The Amended Credit Facility is secured by substantially all assets of the borrowing parties, including (i) pledges of 100% of the stock or other equity interest of each domestic subsidiary that is directly owned by such entity and (ii) 65% of the stock or other equity interest of each foreign subsidiary that is directly owned by such entity, in each case subject to customary exceptions. The Company was in compliance with all financial covenants under the Amended Credit Facility as of September 30, 2023. The scheduled principal repayments on long-term debt as of September 30, 2023 are as follows: (in thousands) Fiscal year: 2024 $ 247 2025 242 2026 133 2027 19 2028 20 Thereafter 1,200,013 Total $ 1,200,674 (1) (1) Debt repayments do not reflect the unamortized portion of deferred financing costs associated with the 2028 Notes, 2030 Notes and 2031 Notes of approximately $12.2 million as of September 30, 2023, of which, $2.0 million is amortizable until February 2028, $5.6 million is amortizable until October 2030 and $4.6 million is amortizable until April 2031, and are included in the carrying value. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments Letters of credit – The Company had $1.3 million of outstanding letters of credit related to normal business transactions at September 30, 2023. 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 $14.1 million and $14.7 million as of September 30, 2023 and September 24, 2022, 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 filed its notice of appeal and the plaintiffs cross-appealed. On July 14, 2021, the Federal Circuit Court of Appeals issued its decision on the appeal. The Federal Circuit concluded that the Company did not infringe plaintiff's patent and determined that the breach of contract claim raised no non-duplicative damages and should be dismissed. The court affirmed the jury's liability verdict on the misappropriation of confidential information claim but ordered a new trial on damages on that single claim limited to the "head start" benefit, if any, generated by the confidential information. The Company intends to vigorously pursue its defenses in the future proceedings and believes that it will prevail on the merits as to the head start damages issue. While the Company believes that the ultimate resolution of this matter will not have a material impact on the Company's consolidated financial statements, the outcome of litigation is inherently uncertain and the final resolution of this matter may result in expense to the Company in excess of management's expectations. 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. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income tax expense (benefit) consists of the following: Fiscal Year Ended September 30, 2023 September 24, 2022 September 25, 2021 (in thousands) Current: Federal $ 41,375 $ 11,391 $ 49,941 State 6,229 4,418 6,193 Foreign 997 2,297 645 Total 48,601 18,106 56,779 Deferred: Federal (10,339) 27,276 (14,740) State (2,547) 1,710 (690) Foreign 633 (858) 686 Total (12,253) 28,128 (14,744) Total $ 36,348 $ 46,234 $ 42,035 A reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate is as follows: Fiscal Year Ended September 30, 2023 September 24, 2022 September 25, 2021 Statutory federal income tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 1.5 2.5 2.2 Other permanent differences 0.5 0.4 0.1 Adjustment of prior year accruals (0.2) 0.2 (0.1) Credits (0.7) (0.5) (0.4) Stock based compensation (0.3) (0.5) (1.4) Other 0.6 0.1 0.2 Effective income tax rate 22.4 % 23.2 % 21.6 % The tax effect of temporary differences and carryforwards which give rise to deferred tax assets and liabilities are as follows: September 30, 2023 September 24, 2022 Deferred Deferred Deferred Deferred (in thousands) Allowance for doubtful accounts $ 5,338 $ — $ 6,286 $ — Inventory write-downs 18,230 — 14,413 — Prepaid expenses 1,602 — 1,787 Nondeductible reserves 10,045 — 8,898 — State taxes 181 — — 279 Employee benefits 10,743 — 9,799 — Depreciation and amortization 192,235 — 194,225 Equity earnings 653 — 564 State net operating loss carryforward 6,158 — 6,415 — Stock based compensation 8,155 — 7,330 — State credits 3,055 — 2,979 — Other 5,389 — 966 — Valuation allowance (7,659) — (6,734) — Total $ 59,635 $ 194,490 $ 50,352 $ 196,855 The Company also has state tax net operating losses of $69.2 million, which expire at various times between 2023 and 2043, and foreign losses of $8.1 million, which do not expire. The Company has state income tax credits of $3.5 million, which expire at various times beginning in 2024 through 2043. 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 $7.7 million and $6.7 million (net of federal impact) at September 30, 2023 and September 24, 2022, 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 30, 2023 and September 24, 2022, accrued interest was less than $0.1 million and no penalties were accrued related to uncertain tax positions. The following table summarizes the activity related to the Company’s unrecognized tax benefits for fiscal years ended September 30, 2023 and September 24, 2022: (in thousands) Balance as of September 25, 2021 $ 342 Increases related to prior year tax positions 22 Increases related to current year tax positions 110 Decreases related to prior year tax positions — Settlements — Decreases related to lapse of statute of limitations (92) Balance as of September 24, 2022 $ 382 Increases related to prior year tax positions 222 Increases related to current year tax positions 100 Decreases related to prior year tax positions (10) Settlements (222) Decreases related to lapse of statute of limitations (81) Balance as of September 30, 2023 $ 391 As of September 30, 2023, unrecognized income tax benefits totaled approximately $0.4 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 2020 forward and in various state taxing authorities generally from fiscal year ended 2019 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. 30, 2023 | |
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 a number of shares of restricted stock equal to $120,000 divided by such fair market value. As of September 30, 2023, there were approximately 3.5 million shares of Class A Common Stock and no shares of Common Stock and Preferred Stock reserved for outstanding equity awards, and there were approximately 4.6 million shares of Common Stock, 9.6 million shares of Class A Common Stock and 0.5 million shares of Preferred Stock remaining for future awards on the date of each annual meeting of stockholders. In fiscal 2023, no shares were granted from the Director Plan and each independent director was granted restricted shares from the 2003 Plan. The Company recognized stock-based compensation expense of $28.0 million, $25.8 million, and $23.1 million for the fiscal years ended September 30, 2023, September 24, 2022 and September 25, 2021, respectively, as a component of selling, general and administrative expenses. Share-based compensation expense in fiscal 2023, 2022 and 2021 consisted of $3.8 million, $4.9 million, and $5.6 million, respectively, for stock options, and $16.3 million, $13.7 million and $10.7 million, respectively, for stock awards. Share-based compensation expense in fiscal 2023, 2022 and 2021 also includes $7.9 million, $7.2 million and $6.8 million, respectively, for the Company’s 401(k) matching contributions. Stock Option Awards During fiscal 2023, the Company granted time-based stock options with an exercise price 15% above the market price on the date of the grant. The options granted in fiscal 2023 vest in three annual installments commencing approximately five years from the date of grant and expire approximately 10 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 8 years in fiscal 2023 and 3.7 years in 2022 and 2021; stock price volatility, 30.6% in fiscal 2023, 31.1% in fiscal 2022, and 32.4% in fiscal 2021; risk free interest rates, 3.6% in fiscal 2023, 1.7% in fiscal 2022 and 0.5% in fiscal 2021; and no dividends during the expected term. The following table summarizes option activity for the period ended September 30, 2023: Number of Weighted Weighted Average Aggregate Outstanding at September 24, 2022 2,217 $ 32.69 3 years $ 10,624 Granted 40 $ 46.75 Exercised (415) $ 31.24 Canceled or expired (59) $ 38.26 Outstanding at September 30, 2023 1,783 $ 33.17 3 years $ 14,198 Exercisable at September 25, 2021 929 $ 29.64 3 years $ 11,645 Exercisable at September 24, 2022 1,191 $ 31.88 3 years $ 5,826 Exercisable at September 30, 2023 1,290 $ 31.97 2 years $ 11,361 Expected to vest after September 30, 2023 492 $ 36.30 3 years $ 2,837 The prices of options to purchase shares of Class A common stock outstanding at September 30, 2023, September 24, 2022 and September 25, 2021 were between $25.79 to $51.37 per share, $21.37 to $51.37 per share and $13.82 to $51.37 per share, respectively. The weighted average grant date fair value of options granted during the fiscal years ended September 30, 2023, September 24, 2022 and September 25, 2021 was $15.37, $10.96 and $10.50, respectively. The total intrinsic value of options exercised during the fiscal years ended September 30, 2023, September 24, 2022 and September 25, 2021 was $3.9 million, $6.1 million, and $15.1 million, respectively. As of September 30, 2023, there was $2.8 million of total unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a remaining weighted-average vesting period of two years. Restricted Stock Awards As of September 30, 2023 and September 24, 2022, there were approximately 1.5 million and 1.7 million shares, respectively, of restricted stock awards outstanding. Awards granted in fiscal 2023 and 2022 generally vest within four Restricted stock award activity during the period ended September 30, 2023 is summarized as follows: Number of Weighted Average (in thousands) Nonvested at September 24, 2022 1,671 $ 35.06 Granted 257 $ 40.28 Vested (375) $ 33.05 Forfeited (74) $ 36.38 Nonvested at September 30, 2023 1,479 $ 36.42 As of September 30, 2023, there was $31.0 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. In fiscal 2023 and fiscal 2022, the Company granted a combination of performance stock units (PSU’s) and restricted stock awards under its long-term incentive program, which replaced the option or restricted stock awards historically granted annually under the Company’s long-term incentive plan. The impact of granting PSU’s during fiscal year 2023 was not material to the Company’s Consolidated Financial Statements. PSU’s provide the right to receive shares of the Company’s common stock based on the Company’s achievement of certain performance criteria at the end of a four-year measurement period (fiscal 2023-fiscal 2026) and continued employment through the vesting period. The number of shares issued at the end of the performance period may range from 50% to 225% of the original target award amount (100%). |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity At September 30, 2023 and September 24, 2022, there were 80,000,000 shares of common stock ($0.01 par value) authorized, of which 11,077,612 and 11,296,351, respectively, were outstanding, and 100,000,000 shares of non-voting Class A common stock ($0.01 par value) authorized, of which 41,042,325 and 41,336,223, 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 1,602,374 and 1,612,374, respectively, were outstanding at September 30, 2023 and September 24, 2022. 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 30, 2023 and September 24, 2022. 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 30, 2023, the Company had $83.2 million remaining under its 2019 Repurchase Authorization. During fiscal 2023, the Company repurchased approximately 0.6 million shares of its non-voting common stock (CENTA) on the open market at an aggregate cost of approximately $22.2 million, or $35.31 per share, and approximately 0.2 million shares of its voting common stock (CENT) on the open market at an aggregate cost of approximately $8.5 million, or $37.31 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 30, 2023, the Company did not have any shares remaining from the fiscal 2023 equity plan activity to repurchase shares under its Equity Dilution Authorization. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Sep. 30, 2023 | |
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 30, 2023 Fiscal Year Ended September 24, 2022 Fiscal Year Ended September 25, 2021 Net Shares Per Net Shares Per Net Shares Per (in thousands, except per share amounts) Basic EPS: Net income available to common shareholders $ 125,643 52,395 $ 2.40 $ 152,152 53,220 $ 2.86 $ 151,746 53,914 $ 2.81 Effect of dilutive securities: Options to purchase common stock 295 (0.02) 477 (0.02) 645 (0.03) Restricted shares 638 (0.03) 728 (0.04) 689 (0.03) Performance stock units 99 — — — — — Diluted EPS: Net income available to common shareholders $ 125,643 53,427 $ 2.35 $ 152,152 54,425 $ 2.80 $ 151,746 55,248 $ 2.75 For fiscal 2023, options to purchase 0.6 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 2022, options to purchase 0.4 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 2021, options to purchase 0.2 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. |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | Transactions with Related PartiesDuring fiscal 2023, 2022 and 2021, 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 $31.0 million, $41.0 million and $42.6 million for fiscal years 2023, 2022 and 2021, respectively. Amounts due to CPI as of September 30, 2023 and September 24, 2022 were $1.6 million and $1.0 million, respectively. |
Business Segment Data
Business Segment Data | 12 Months Ended |
Sep. 30, 2023 | |
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 Nylabone Products, IMS Trading, Four Paws Products, Central Specialty Pet (Avian and Small Animal, C&S Products and Aquatics), Segrest, K&H Pet Products, Arden, DMC, Life Sciences, Interpet, General Pet and Pet Distribution. These businesses are engaged in the manufacture, purchase, sale and delivery of internally and externally produced pet supplies, animal health and insect controls, aquariums, books, dog treats and food, as well as live fish and small animals principally to independent pet distributors, big-box retailers, regional retailer chains, e-commerce retailers, grocery stores and mass merchants. The Garden segment consists of Grass Seed, Bird Feed, Chemicals and Fertilizers, Excel Marketing, Gulfstream, Hydro-Organics, Pottery (terra-cotta), Cedarworks, Bell Nursery, Hopewell Nursery, DMO, Green Garden, D&D Commodities and Garden Distribution. Products manufactured, designed and sourced, or distributed include products found typically in the lawn and garden sections of mass merchandisers, warehouse-type clubs, home improvement centers and nurseries and include live plants; grass, vegetable, flower and herb seed; wild bird feed, bird houses and other birding accessories; terra-cotta pottery; herbicides, pesticides and insecticides. These products are sold directly to national and regional retail chains, independent garden distributors, online retailers, 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 2023 2022 2021 (in millions) Other garden products $ 832.2 $ 865.3 $ 876.6 Other pet products 699.4 765.9 767.0 Other manufacturers' products 734.9 730.2 749.1 Dog & cat products 568.6 542.9 570.9 Wild bird 475 434.3 340.1 Controls & fertilizer products — — (1) — Total $ 3,310.1 $ 3,338.6 $ 3,303.7 (1) The product category was less than 10% of our consolidated net sales in the period. 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 30, 2023 September 24, 2022 September 25, 2021 (in thousands) Net sales: Pet segment $ 1,877,177 $ 1,878,110 $ 1,894,929 Garden segment 1,432,906 1,460,478 1,408,755 Total $ 3,310,083 $ 3,338,588 $ 3,303,684 Operating income (loss): Pet segment $ 198,004 $ 208,924 $ 208,201 Garden segment 123,455 153,956 138,755 Corporate (110,813) (102,844) (92,460) Total 210,646 260,036 254,496 Interest expense (57,025) (58,253) (58,597) Interest income 7,362 719 415 Other expense, net 1,462 (3,596) (1,506) Income before income taxes and noncontrolling interest 162,445 198,906 194,808 Income tax expense 36,348 46,234 42,035 Net income including noncontrolling interest 126,097 152,672 152,773 Net income attributable to noncontrolling interest 454 520 1,027 Net income attributable to Central Garden & Pet Company $ 125,643 $ 152,152 $ 151,746 Assets: Pet segment $ 944,359 $ 1,069,167 $ 966,437 Garden segment 1,349,426 1,405,802 1,313,899 Corporate and eliminations 1,084,863 807,033 836,344 Total $ 3,378,648 $ 3,282,002 $ 3,116,680 Depreciation and amortization: Pet segment $ 41,126 $ 38,960 $ 36,952 Garden segment 43,375 36,583 33,050 Corporate 3,199 5,405 4,725 Total $ 87,700 $ 80,948 $ 74,727 Expenditures for long-lived assets: Pet segment $ 33,515 $ 46,917 $ 44,919 Garden segment 19,109 65,126 34,043 Corporate 1,342 3,162 1,371 Total $ 53,966 $ 115,205 $ 80,333 Noncontrolling interest is associated with the Garden segment. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Acquisition of TDBBS On November 3, 2023, the Company acquired TDBBS, LLC (“TDBBS”), a provider of premium natural dog chews and treats for approximately $60 million. The addition of TDBBS will expand Central’s portfolio with bully and collagen sticks, bones and jerky, add scale to our dog and cat business and enhance Central’s eCommerce and digital capabilities . |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) Attributable to Parent | $ 125,643 | $ 152,152 | $ 151,746 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2023 | |
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 year ended September 30, 2023 included 53 weeks and fiscal years ended September 24, 2022 and September 25, 2021 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 and Nature of Products and Services And Sales Incentives and Other Promotional Programs | 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, and when control over the finished goods transfers to retail consumers in consignment arrangements. These revenue arrangements generally have single performance obligations. Non-product revenue is recognized as the services are provided to the customer in the case of third-party logistics services and merchandising services, or as third-party licensee sales occur for royalty income. Revenue, which includes shipping and handling charges billed to the customer, is reported net of variable consideration and consideration payable to our customers, including applicable discounts, returns, allowances, trade promotion, unsaleable product, consumer coupon redemption and rebates. The amount billed to customers for shipping and handling costs included in net sales for the fiscal years ended September 30, 2023, September 24, 2022 and September 25, 2021 was $13.6 million, $15.8 million and $13.1 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. The Company generally does not have unbilled receivables at the end of a period. Deferred revenues are not material and primarily include advance payments for services that have yet to be rendered. The Company does not receive noncash consideration for the sale of goods. Amounts billed and due from our customers are classified as receivables and require payment on a short-term basis; therefore, the Company does not have any significant financing components. Sales Incentives and Other Promotional Programs The Company routinely offers sales incentives and discounts through various regional and national programs to its customers and consumers. These programs include product discounts or allowances, product rebates, product returns, one-time or ongoing trade-promotion programs with customers and consumer coupon programs that require the Company to estimate and accrue the expected costs of such programs. The costs associated with these activities are accounted for as reductions to the transaction price of the Company’s products and are, therefore, recorded as reductions to gross sales at the time of sale. The Company bases its estimates of incentive costs on historical trend experience with similar programs, actual incentive terms per customer contractual obligations and expected levels of performance of trade promotions, utilizing customer and sales organization inputs. The Company maintains 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 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 consolidated balance sheets. |
Cost of goods sold and occupancy | Cost of goods sold 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 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. 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 Credit Losses and Customer Allowances | Allowance for Credit Losses and Customer Allowances – The Company’s trade accounts receivable are recorded at net realizable value, which includes an allowance for estimated credit losses, as well as allowances for contractual customer deductions accounted for as variable consideration. Under the guidance found in Accounting Standards Codification ("ASC") Topic 326, the “expected credit loss” model |
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. The Company recognized impairment losses on certain intangible assets of $11.5 million in fiscal 2023 and there were no impairment losses recorded in fiscal 2021 and 2022. 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. |
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 3% to 50% in fifteen unconsolidated companies. The Company accounts for its interest in these entities using the equity method and in accordance with ASC 321 – |
Leases | Leases - The Company determines whether an arrangement contains a lease at inception by determining if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration and other facts and circumstances. Long-term operating lease right-of-use ("ROU") assets and current and long-term operating lease liabilities are presented separately in the consolidated balance sheets. Finance lease ROU assets are presented in property, plant and equipment, net, and the related finance liabilities are presented with current and long-term debt in the 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 30, 2023 and September 24, 2022, 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 subsidiaries in the U.K and Canada whose functional currency is not the U.S. dollar |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted There are no recent accounting pronouncements that are anticipated to have a material impact on the Company's consolidated financial statements. |
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. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Reconciliation of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the consolidated statements of cash flows as of September 30, 2023, September 24, 2022 and September 25, 2021, respectively (in thousands). September 30, 2023 September 24, 2022 September 25, 2021 (in thousands) Cash and cash equivalents $ 488,730 $ 177,442 $ 426,422 Restricted cash 14,143 14,742 13,100 Total cash, cash equivalents and restricted cash $ 502,873 $ 192,184 $ 439,522 |
Schedule of Reconciliation of Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the consolidated statements of cash flows as of September 30, 2023, September 24, 2022 and September 25, 2021, respectively (in thousands). September 30, 2023 September 24, 2022 September 25, 2021 (in thousands) Cash and cash equivalents $ 488,730 $ 177,442 $ 426,422 Restricted cash 14,143 14,742 13,100 Total cash, cash equivalents and restricted cash $ 502,873 $ 192,184 $ 439,522 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule 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 30, 2023: Level 1 Level 2 Level 3 Total (in thousands) Liabilities: Liability for contingent consideration (a) $ — $ — $ 115 $ 115 Total liabilities $ — $ — $ 115 $ 115 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 24, 2022: Level 1 Level 2 Level 3 Total (in thousands) Liabilities: Liability for contingent consideration (a) $ — $ — $ 543 $ 543 Total liabilities $ — $ — $ 543 $ 543 (a) The fair values of the Company's contingent consideration liabilities from previous business acquisitions are considered "Level 3" measurements because the Company uses various estimates in the valuation models to project timing and amount of future contingent payments. The liability for contingent consideration relates to future performance-based contingent payments for Hydro-Organics Wholesale, Inc., acquired in October 2015. The performance period related to Hydro-Organics Wholesale extends through fiscal 2025. 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. |
Schedule 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 30, 2023 and September 24, 2022: Amount (in thousands) Balance as of September 24, 2022 $ 543 Changes in the fair value of contingent performance-based payments (374) Performance-based payments made (54) Balance as of September 30, 2023 $ 115 |
Acquisitions and Investments _2
Acquisitions and Investments in Joint Ventures (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule 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 $ 118,421 $ 31,826 $ 150,247 Fixed assets 2,340 — 2,340 Goodwill — 142,582 142,582 Other intangible assets, net — 392,929 392,929 Other assets 487,420 (487,259) 161 Operating lease right-of-use assets 14,577 — 14,577 Current liabilities (26,507) — (26,507) Long-term lease liabilities (10,912) — (10,912) Deferred income taxes and other long-term obligations (14,829) (80,078) (94,907) Net assets acquired, less cash and cash equivalents $ 570,510 $ — $ 570,510 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 $ 17,183 $ 465 $ 17,648 Fixed assets 6,907 1,823 8,730 Goodwill — 34,463 34,463 Other assets 101,218 (101,051) 167 Other intangible assets, net — 64,300 64,300 Current liabilities (7,183) — (7,183) Long-term debt (30,000) — (30,000) Net assets acquired, less cash and cash equivalents $ 88,125 $ — $ 88,125 (1) As previously reported in the Company's Form 10-K for the fiscal year ended September 25, 2021. 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 $ 3,922 $ — $ 3,922 Fixed assets 3,047 — 3,047 Goodwill — 68,512 68,512 Other assets 80,412 (80,412) — Other intangible assets, net — 11,900 11,900 Current liabilities (6,446) — (6,446) Net assets acquired, less cash and cash equivalents $ 80,935 $ — $ 80,935 (1) As previously reported in the Company's Form 10-Q for the period ended June 26, 2021. 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 $ 39,046 $ 3,742 $ 42,788 Fixed assets 31,940 (326) 31,614 Goodwill — 10,924 10,924 Other assets 18,470 (18,470) — Other intangible assets, net — 4,130 4,130 Current liabilities (6,767) — (6,767) Other long-term liabilities (1,301) — (1,301) Net assets acquired, less cash and cash equivalents $ 81,388 $ — $ 81,388 (1) As previously reported in the Company's Form 10-Q for the period ended June 26, 2021. |
Business Acquisition, Pro Forma Information | The following unaudited pro forma financial information summarizes the combined results of operations for Central and Green Garden Products as if the companies were combined as of the beginning of fiscal 2020. Fiscal Year Ended September 25, 2021 September 26, 2020 in thousands except per share amounts Net sales $ 3,357,977 $ 2,850,678 Net income attributable to Central Garden & Pet Company $ 175,508 $ 146,277 Diluted net income per share attributable to Central Garden & Pet Company $ 3.18 $ 2.67 |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Schedule of Allowance for Credit Losses and Customer Allowances | The following provides a reconciliation of the activity in the Allowance for Credit Losses and Customer Allowances: Description Balances at Charged/ Asset Balances at (in thousands) Fiscal Year Ended September 25, 2021 27,661 6,604 (5,046) 29,219 Fiscal Year Ended September 24, 2022 29,219 1,264 (4,237) 26,246 Fiscal Year Ended September 30, 2023 26,246 1,258 (1,707) 25,797 |
Inventories, net (Tables)
Inventories, net (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories, Net of Allowance for Obsolescence | Inventories, net of allowance for obsolescence, consist of the following: September 30, 2023 September 24, 2022 (in thousands) Raw materials $ 270,672 $ 266,695 Work in progress 166,394 99,842 Finished goods 384,903 528,481 Supplies 16,219 42,982 Total inventories, net $ 838,188 $ 938,000 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Components of Property and Equipment | Property and equipment consists of the following: September 30, 2023 September 24, 2022 (in thousands) Land $ 29,434 $ 29,474 Buildings and improvements 277,618 263,499 Transportation equipment 14,258 12,572 Machine and warehouse equipment 388,854 345,994 Capitalized software 117,007 123,353 Office furniture and equipment 30,534 29,697 Assets under construction 25,701 51,617 883,406 856,206 Accumulated depreciation and amortization (491,638) (459,227) $ 391,768 $ 396,979 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill for the fiscal years ended September 30, 2023, September 24, 2022 and September 25, 2021: Garden Products Segment Pet Products Total (in thousands) Balance as of September 26, 2020 Goodwill $ 226,471 $ 473,045 $ 699,516 Accumulated impairment losses (213,583) (195,978) (409,561) 12,888 277,067 289,955 Additions in fiscal 2021 79,436 — 79,436 Balance as of September 25, 2021 Goodwill 305,907 473,045 778,952 Accumulated impairment losses (213,583) (195,978) (409,561) 92,324 277,067 369,391 Additions in fiscal 2022 177,045 — 177,045 Balance as of September 24, 2022 Goodwill 482,952 473,045 955,997 Accumulated impairment losses (213,583) (195,978) (409,561) 269,369 277,067 546,436 Additions in fiscal 2023 — — — Balance as of September 30, 2023 Goodwill 482,952 473,045 955,997 Accumulated impairment losses (213,583) (195,978) (409,561) $ 269,369 $ 277,067 $ 546,436 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of 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 30, 2023 Marketing-related intangible assets – amortizable $ 22.1 $ (21.5) $ — $ 0.6 Marketing-related intangible assets – nonamortizable 252.5 — (29.4) 223.1 Total 274.6 (21.5) (29.4) 223.7 Customer-related intangible assets – amortizable 416.4 (147.4) (10.3) 258.8 Other acquired intangible assets – amortizable 39.7 (30.5) (0.3) 8.9 Other acquired intangible assets – nonamortizable 7.1 — (1.2) 5.9 Total 46.8 (30.5) (1.5) 14.8 Total other intangible assets $ 737.8 $ (199.4) $ (41.2) $ 497.2 September 24, 2022 Marketing-related intangible assets – amortizable $ 22.1 $ (20.5) $ — $ 1.5 Marketing-related intangible assets – nonamortizable 252.5 — (26.0) 226.5 Total 274.6 (20.5) (26.0) 228.0 Customer-related intangible assets – amortizable 416.4 (117.8) (2.5) 296.1 Other acquired intangible assets – amortizable 39.7 (26.6) — 13.2 Other acquired intangible assets – nonamortizable 7.1 — (1.2) 5.9 Total 46.8 (26.6) (1.2) 19.1 Total other intangible assets $ 737.8 $ (164.9) $ (29.8) $ 543.2 September 25, 2021 Marketing-related intangible assets – amortizable $ 22.1 $ (19.0) $ — $ 3.1 Marketing-related intangible assets – nonamortizable 70.6 — (26.0) 44.6 Total 92.7 (19.0) (26.0) 47.7 Customer-related intangible assets – amortizable 143.6 (75.4) (2.5) 65.7 Other acquired intangible assets – amortizable 37.2 (22.0) — 15.2 Other acquired intangible assets – nonamortizable 7.1 — (1.2) 5.9 Total 44.3 (22.0) (1.2) 21.1 Total other intangible assets $ 280.6 $ (116.4) $ (29.8) $ 134.4 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to the Company's leases was as follows: Balance Sheet Classification September 30, 2023 September 24, 2022 (in millions) Operating leases Right-of-use assets Operating lease right-of-use assets $ 173.5 $ 186.3 Current lease liabilities Current operating lease liabilities $ 50.6 $ 48.1 Non-current lease liabilities Long-term operating lease liabilities 135.6 147.7 Total operating lease liabilities $ 186.2 $ 195.8 Finance leases Right-of-use assets Property, plant and equipment, net $ 0.1 $ 0.1 Current lease liabilities Current portion of long-term debt $ — $ — Non-current lease liabilities Long-term debt — — Total finance lease liabilities $ — $ — Weighted-average remaining lease term and discount rate for the Company's leases were as follows: September 30, 2023 September 24, 2022 Weighted-average remaining lease term (in years): Operating leases 5.3 5.6 Finance leases 4.4 1.0 Weighted-average discount rate: Operating leases 3.85 % 2.97 % Finance leases 6.89 % 5.13 % |
Schedule of Supplemental Cash Flow and Other Information Related to Leases | Components of lease cost were as follows: Fiscal Year Ended September 30, 2023 September 24, 2022 (in millions) Operating lease cost $ 58.0 $ 53.8 Finance lease cost: Amortization of right-of-use assets 0.1 0.1 Interest on lease liabilities — — Total finance lease cost $ 0.1 $ 0.1 Short-term lease cost 12.6 9.3 Variable lease cost 10.6 8.8 Total lease cost $ 81.3 $ 72.0 Supplemental cash flow information and non-cash activity related to the Company's leases was as follows: Fiscal Year Ended September 30, 2023 September 24, 2022 (in millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 50.1 $ 45.1 Financing cash flows from finance leases $ — $ 0.1 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 42.8 $ 70.8 Finance leases $ — $ — |
Schedule of Operating Lease Maturity | Lease liability maturities as of September 30, 2023 are as follows: September 30, 2023 Operating Leases Finance Leases Fiscal Year (in millions) 2024 $ 54.9 $ — 2025 47.1 — 2026 33.0 — 2027 22.8 — 2028 14.7 — Thereafter 34.8 — Total future undiscounted lease payments $ 207.3 $ — Less imputed interest (21.1) — Total reported lease liability $ 186.2 $ — |
Schedule of Finance Leases Maturity | Lease liability maturities as of September 30, 2023 are as follows: September 30, 2023 Operating Leases Finance Leases Fiscal Year (in millions) 2024 $ 54.9 $ — 2025 47.1 — 2026 33.0 — 2027 22.8 — 2028 14.7 — Thereafter 34.8 — Total future undiscounted lease payments $ 207.3 $ — Less imputed interest (21.1) — Total reported lease liability $ 186.2 $ — |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consists of the following: September 30, 2023 September 24, 2022 (in thousands) Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028 300,000 300,000 Senior notes, interest at 4.125%, payable semi-annually, principal due October 2030 500,000 500,000 Senior notes, interest at 4.125%, payable semi-annually, principal due April 2031 400,000 400,000 Unamortized debt issuance costs (12,231) (14,116) Net carrying value 1,187,769 1,185,884 Asset-based revolving credit facility, interest at SOFR plus a margin of 1.00% to 1.50% or Base Rate plus a margin of 0.0% to 0.50%, final maturity December 2026 — — Other notes payable 434 678 Total 1,188,203 1,186,562 Less current portion (247) (317) Long-term portion $ 1,187,956 $ 1,186,245 |
Schedule of Principal Repayments on Long-Term Debt | The scheduled principal repayments on long-term debt as of September 30, 2023 are as follows: (in thousands) Fiscal year: 2024 $ 247 2025 242 2026 133 2027 19 2028 20 Thereafter 1,200,013 Total $ 1,200,674 (1) (1) Debt repayments do not reflect the unamortized portion of deferred financing costs associated with the 2028 Notes, 2030 Notes and 2031 Notes of approximately $12.2 million as of September 30, 2023, of which, $2.0 million is amortizable until February 2028, $5.6 million is amortizable until October 2030 and $4.6 million is amortizable until April 2031, and are included in the carrying value. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Tax Expense (Benefit) | The provision for income tax expense (benefit) consists of the following: Fiscal Year Ended September 30, 2023 September 24, 2022 September 25, 2021 (in thousands) Current: Federal $ 41,375 $ 11,391 $ 49,941 State 6,229 4,418 6,193 Foreign 997 2,297 645 Total 48,601 18,106 56,779 Deferred: Federal (10,339) 27,276 (14,740) State (2,547) 1,710 (690) Foreign 633 (858) 686 Total (12,253) 28,128 (14,744) Total $ 36,348 $ 46,234 $ 42,035 |
Schedule of 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 30, 2023 September 24, 2022 September 25, 2021 Statutory federal income tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 1.5 2.5 2.2 Other permanent differences 0.5 0.4 0.1 Adjustment of prior year accruals (0.2) 0.2 (0.1) Credits (0.7) (0.5) (0.4) Stock based compensation (0.3) (0.5) (1.4) Other 0.6 0.1 0.2 Effective income tax rate 22.4 % 23.2 % 21.6 % |
Schedule of 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 30, 2023 September 24, 2022 Deferred Deferred Deferred Deferred (in thousands) Allowance for doubtful accounts $ 5,338 $ — $ 6,286 $ — Inventory write-downs 18,230 — 14,413 — Prepaid expenses 1,602 — 1,787 Nondeductible reserves 10,045 — 8,898 — State taxes 181 — — 279 Employee benefits 10,743 — 9,799 — Depreciation and amortization 192,235 — 194,225 Equity earnings 653 — 564 State net operating loss carryforward 6,158 — 6,415 — Stock based compensation 8,155 — 7,330 — State credits 3,055 — 2,979 — Other 5,389 — 966 — Valuation allowance (7,659) — (6,734) — Total $ 59,635 $ 194,490 $ 50,352 $ 196,855 |
Schedule of Activity Related to Company's Unrecognized Tax Benefits | The following table summarizes the activity related to the Company’s unrecognized tax benefits for fiscal years ended September 30, 2023 and September 24, 2022: (in thousands) Balance as of September 25, 2021 $ 342 Increases related to prior year tax positions 22 Increases related to current year tax positions 110 Decreases related to prior year tax positions — Settlements — Decreases related to lapse of statute of limitations (92) Balance as of September 24, 2022 $ 382 Increases related to prior year tax positions 222 Increases related to current year tax positions 100 Decreases related to prior year tax positions (10) Settlements (222) Decreases related to lapse of statute of limitations (81) Balance as of September 30, 2023 $ 391 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes option activity for the period ended September 30, 2023: Number of Weighted Weighted Average Aggregate Outstanding at September 24, 2022 2,217 $ 32.69 3 years $ 10,624 Granted 40 $ 46.75 Exercised (415) $ 31.24 Canceled or expired (59) $ 38.26 Outstanding at September 30, 2023 1,783 $ 33.17 3 years $ 14,198 Exercisable at September 25, 2021 929 $ 29.64 3 years $ 11,645 Exercisable at September 24, 2022 1,191 $ 31.88 3 years $ 5,826 Exercisable at September 30, 2023 1,290 $ 31.97 2 years $ 11,361 Expected to vest after September 30, 2023 492 $ 36.30 3 years $ 2,837 |
Schedule of Restricted Stock Award Activity | Restricted stock award activity during the period ended September 30, 2023 is summarized as follows: Number of Weighted Average (in thousands) Nonvested at September 24, 2022 1,671 $ 35.06 Granted 257 $ 40.28 Vested (375) $ 33.05 Forfeited (74) $ 36.38 Nonvested at September 30, 2023 1,479 $ 36.42 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of 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 30, 2023 Fiscal Year Ended September 24, 2022 Fiscal Year Ended September 25, 2021 Net Shares Per Net Shares Per Net Shares Per (in thousands, except per share amounts) Basic EPS: Net income available to common shareholders $ 125,643 52,395 $ 2.40 $ 152,152 53,220 $ 2.86 $ 151,746 53,914 $ 2.81 Effect of dilutive securities: Options to purchase common stock 295 (0.02) 477 (0.02) 645 (0.03) Restricted shares 638 (0.03) 728 (0.04) 689 (0.03) Performance stock units 99 — — — — — Diluted EPS: Net income available to common shareholders $ 125,643 53,427 $ 2.35 $ 152,152 54,425 $ 2.80 $ 151,746 55,248 $ 2.75 |
Business Segment Data (Tables)
Business Segment Data (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of 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 2023 2022 2021 (in millions) Other garden products $ 832.2 $ 865.3 $ 876.6 Other pet products 699.4 765.9 767.0 Other manufacturers' products 734.9 730.2 749.1 Dog & cat products 568.6 542.9 570.9 Wild bird 475 434.3 340.1 Controls & fertilizer products — — (1) — Total $ 3,310.1 $ 3,338.6 $ 3,303.7 (1) The product category was less than 10% of our consolidated net sales in the period. |
Schedule of 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 30, 2023 September 24, 2022 September 25, 2021 (in thousands) Net sales: Pet segment $ 1,877,177 $ 1,878,110 $ 1,894,929 Garden segment 1,432,906 1,460,478 1,408,755 Total $ 3,310,083 $ 3,338,588 $ 3,303,684 Operating income (loss): Pet segment $ 198,004 $ 208,924 $ 208,201 Garden segment 123,455 153,956 138,755 Corporate (110,813) (102,844) (92,460) Total 210,646 260,036 254,496 Interest expense (57,025) (58,253) (58,597) Interest income 7,362 719 415 Other expense, net 1,462 (3,596) (1,506) Income before income taxes and noncontrolling interest 162,445 198,906 194,808 Income tax expense 36,348 46,234 42,035 Net income including noncontrolling interest 126,097 152,672 152,773 Net income attributable to noncontrolling interest 454 520 1,027 Net income attributable to Central Garden & Pet Company $ 125,643 $ 152,152 $ 151,746 Assets: Pet segment $ 944,359 $ 1,069,167 $ 966,437 Garden segment 1,349,426 1,405,802 1,313,899 Corporate and eliminations 1,084,863 807,033 836,344 Total $ 3,378,648 $ 3,282,002 $ 3,116,680 Depreciation and amortization: Pet segment $ 41,126 $ 38,960 $ 36,952 Garden segment 43,375 36,583 33,050 Corporate 3,199 5,405 4,725 Total $ 87,700 $ 80,948 $ 74,727 Expenditures for long-lived assets: Pet segment $ 33,515 $ 46,917 $ 44,919 Garden segment 19,109 65,126 34,043 Corporate 1,342 3,162 1,371 Total $ 53,966 $ 115,205 $ 80,333 Noncontrolling interest is associated with the Garden segment. |
Organization and Significant _4
Organization and Significant Accounting Policies - Noncontrolling Interest, Additional Information (Details) | Sep. 30, 2023 |
Subsidiary | |
Noncontrolling Interest [Line Items] | |
Noncontrolling interest owned by the subsidiary | 20% |
Organization and Significant _5
Organization and Significant Accounting Policies - Revenue Recognition, Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | |
Revenue from External Customer [Line Items] | |||
Cost of goods sold | $ 2,363,241 | $ 2,346,283 | $ 2,332,783 |
Third Party Providers | Sales Revenue, Net | Revenue from Rights Concentration Risk | |||
Revenue from External Customer [Line Items] | |||
Percentage of largest customer accounted of the Company's net sales | 1% | ||
Shipping and Handling | |||
Revenue from External Customer [Line Items] | |||
Cost of goods sold | $ 13,600 | $ 15,800 | $ 13,100 |
Organization and Significant _6
Organization and Significant Accounting Policies - Cost of Goods Sold, Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cost of shipping and handling included in selling, general and administrative expenses | $ 97.1 | $ 100.8 | $ 108 |
Organization and Significant _7
Organization and Significant Accounting Policies - Advertising Costs, Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Advertising expenses | $ 43.6 | $ 54.7 | $ 54.6 |
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. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Employees benefit plan | $ 7.9 | $ 7.2 | $ 6.8 |
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) | 216 | 170 | 159 |
Organization and Significant _9
Organization and Significant Accounting Policies - Income Taxes, Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 24, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Valuation allowances related to net deferred tax assets | $ 7,659 | $ 6,734 |
Organization and Significant_10
Organization and Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | Sep. 26, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 488,730 | $ 177,442 | $ 426,422 | |
Restricted cash | 14,143 | 14,742 | 13,100 | |
Total cash, cash equivalents and restricted cash | $ 502,873 | $ 192,184 | $ 439,522 | $ 666,397 |
Organization and Significant_11
Organization and Significant Accounting Policies - Land, Buildings, Improvements and Equipment, Additional Information (Details) | Sep. 30, 2023 |
Building | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 30 years |
Minimum | Equipment and Capitalized Software | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 3 years |
Maximum | Equipment and Capitalized Software | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 10 years |
Organization and Significant_12
Organization and Significant Accounting Policies - Long-Lived Assets, Additional Information (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Impairment charge | $ 11,500,000 | $ 0 | $ 0 |
Organization and Significant_13
Organization and Significant Accounting Policies - Investments, Additional Information (Details) $ in Millions | 12 Months Ended | ||
Sep. 30, 2023 USD ($) company | Sep. 24, 2022 USD ($) | Sep. 25, 2021 USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||
Number of unconsolidated companies | company | 15 | ||
Equity (loss) income | $ 0.2 | $ (0.8) | $ (1.4) |
Investment in unconsolidated companies | $ 38.7 | $ 38.5 | |
Minimum | Thirteen Unconsolidated Companies | |||
Schedule of Equity Method Investments [Line Items] | |||
Owned percentage in unconsolidated entities | 3% | ||
Maximum | Thirteen Unconsolidated Companies | |||
Schedule of Equity Method Investments [Line Items] | |||
Owned percentage in unconsolidated entities | 50% |
Organization and Significant_14
Organization and Significant Accounting Policies - Insurance, Additional Information (Details) | 12 Months Ended |
Sep. 30, 2023 USD ($) | |
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. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Stock-based compensation | $ 27,990 | $ 25,817 | $ 23,127 |
Stock-based compensation after tax | $ 21,300 | $ 19,700 | $ 17,600 |
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. 30, 2023 | Sep. 24, 2022 |
Liabilities: | ||
Total liabilities | $ 115 | $ 543 |
Liability for Contingent Consideration | ||
Liabilities: | ||
Total liabilities | 115 | 543 |
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 | 115 | 543 |
Level 3 | Liability for Contingent Consideration | ||
Liabilities: | ||
Total liabilities | $ 115 | $ 543 |
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. 30, 2023 USD ($) | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration [Roll Forward] | |
Beginning balance | $ 543 |
Changes in the fair value of contingent performance-based payments | (374) |
Performance-based payments made | (54) |
Ending balance | $ 115 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 12 Months Ended | ||||||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Oct. 16, 2020 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Impairment charge | $ 11,500,000 | $ 0 | $ 0 | ||||
Carrying value of debt | 1,188,203,000 | 1,186,562,000 | |||||
Pet Products Segment | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Impairment charge | 7,500,000 | ||||||
Garden Products Segment | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Impairment charge | 3,900,000 | ||||||
Senior notes | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Carrying value of debt | $ 1,187,769,000 | 1,185,884,000 | |||||
Senior notes | Senior notes, interest at 4.125%, payable semi-annually, principal due April 2031 | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Debt, aggregate principal amount | $ 400,000,000 | ||||||
Debt instrument, interest rate | 4.125% | 4.125% | |||||
Estimated fair value of senior notes | $ 327,100,000 | 327,600,000 | |||||
Carrying value of debt | $ 395,400,000 | 394,800,000 | |||||
Senior notes | Senior notes, interest at 4.125%, payable semi-annually, principal due October 2030 | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Debt, aggregate principal amount | $ 500,000,000 | $ 500,000,000 | |||||
Debt instrument, interest rate | 4.125% | 4.125% | 4.125% | ||||
Estimated fair value of senior notes | $ 417,000,000 | 407,600,000 | |||||
Carrying value of debt | 494,400,000 | 493,600,000 | |||||
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 | ||||||
Debt instrument, interest rate | 5.125% | ||||||
Estimated fair value of senior notes | 279,500,000 | 272,200,000 | |||||
Carrying value of debt | $ 298,000,000 | $ 297,500,000 |
Acquisitions and Investments _3
Acquisitions and Investments in Joint Ventures - Green Garden Products - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Feb. 11, 2021 | Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | Sep. 26, 2020 | |
Business Acquisition [Line Items] | |||||
Borrowings on revolving line of credit | $ 48,000 | $ 0 | $ 858,000 | ||
Goodwill | 546,436 | 546,436 | 369,391 | $ 289,955 | |
Net sales | 3,310,083 | 3,338,588 | 3,303,684 | ||
Net income attributable to noncontrolling interest | $ 454 | 520 | 1,027 | ||
Green Garden Products | |||||
Business Acquisition [Line Items] | |||||
Purchase price | $ 571,000 | ||||
Borrowings on revolving line of credit | 180,000 | ||||
Other assets | 161 | 487,000 | |||
Other intangible assets, net | 392,929 | 393,000 | |||
Goodwill | $ 142,582 | $ 143,000 | |||
Net sales | 122,400 | ||||
Net income attributable to noncontrolling interest | $ 1,600 |
Acquisitions and Investments _4
Acquisitions and Investments in Joint Ventures - Fair Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | Jun. 30, 2021 | Feb. 11, 2021 | Dec. 31, 2020 | Dec. 18, 2020 | Sep. 26, 2020 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 546,436 | $ 546,436 | $ 369,391 | $ 289,955 | ||||
Green Garden Products | ||||||||
Business Acquisition [Line Items] | ||||||||
Current assets, net of cash and cash equivalents acquired | $ 150,247 | |||||||
Fixed assets | 2,340 | |||||||
Goodwill | 143,000 | 142,582 | ||||||
Operating lease right-of-use assets | 14,577 | |||||||
Other intangible assets, net | 393,000 | 392,929 | ||||||
Other assets | $ 487,000 | 161 | ||||||
Current liabilities | (26,507) | |||||||
Long-term lease liabilities | (10,912) | |||||||
Deferred income taxes and other long-term obligations | (94,907) | |||||||
Net assets acquired, less cash and cash equivalents | 570,510 | |||||||
Green Garden Products | Amounts Previously Recognized as of Acquisition Date | ||||||||
Business Acquisition [Line Items] | ||||||||
Current assets, net of cash and cash equivalents acquired | 118,421 | |||||||
Fixed assets | 2,340 | |||||||
Goodwill | 0 | |||||||
Operating lease right-of-use assets | 14,577 | |||||||
Other intangible assets, net | 0 | |||||||
Other assets | 487,420 | |||||||
Current liabilities | (26,507) | |||||||
Long-term lease liabilities | (10,912) | |||||||
Deferred income taxes and other long-term obligations | (14,829) | |||||||
Net assets acquired, less cash and cash equivalents | 570,510 | |||||||
Green Garden Products | Measurement Period Adjustments | ||||||||
Business Acquisition [Line Items] | ||||||||
Current assets, net of cash and cash equivalents acquired | 31,826 | |||||||
Fixed assets | 0 | |||||||
Goodwill | 142,582 | |||||||
Operating lease right-of-use assets | 0 | |||||||
Other intangible assets, net | 392,929 | |||||||
Other assets | (487,259) | |||||||
Current liabilities | 0 | |||||||
Long-term lease liabilities | 0 | |||||||
Deferred income taxes and other long-term obligations | (80,078) | |||||||
Net assets acquired, less cash and cash equivalents | $ 0 | |||||||
D&D Commodities Limited | ||||||||
Business Acquisition [Line Items] | ||||||||
Current assets, net of cash and cash equivalents acquired | $ 17,648 | |||||||
Fixed assets | 8,730 | |||||||
Goodwill | $ 34,000 | 34,463 | ||||||
Other intangible assets, net | 64,300 | |||||||
Other assets | 167 | |||||||
Current liabilities | (7,183) | |||||||
Long-term debt | (30,000) | |||||||
Net assets acquired, less cash and cash equivalents | 88,125 | |||||||
D&D Commodities Limited | Amounts Previously Recognized as of Acquisition Date | ||||||||
Business Acquisition [Line Items] | ||||||||
Current assets, net of cash and cash equivalents acquired | 17,183 | |||||||
Fixed assets | 6,907 | |||||||
Goodwill | 0 | |||||||
Other intangible assets, net | 0 | |||||||
Other assets | 101,218 | |||||||
Current liabilities | (7,183) | |||||||
Long-term debt | (30,000) | |||||||
Net assets acquired, less cash and cash equivalents | 88,125 | |||||||
D&D Commodities Limited | Measurement Period Adjustments | ||||||||
Business Acquisition [Line Items] | ||||||||
Current assets, net of cash and cash equivalents acquired | 465 | |||||||
Fixed assets | 1,823 | |||||||
Goodwill | 34,463 | |||||||
Other intangible assets, net | 64,300 | |||||||
Other assets | (101,051) | |||||||
Current liabilities | 0 | |||||||
Long-term debt | 0 | |||||||
Net assets acquired, less cash and cash equivalents | $ 0 | |||||||
DoMyOwn | ||||||||
Business Acquisition [Line Items] | ||||||||
Current assets, net of cash and cash equivalents acquired | $ 3,922 | |||||||
Fixed assets | 3,047 | |||||||
Goodwill | 68,500 | 68,512 | ||||||
Other intangible assets, net | 11,900 | |||||||
Other assets | 0 | |||||||
Current liabilities | (6,446) | |||||||
Net assets acquired, less cash and cash equivalents | 80,935 | |||||||
DoMyOwn | Amounts Previously Recognized as of Acquisition Date | ||||||||
Business Acquisition [Line Items] | ||||||||
Current assets, net of cash and cash equivalents acquired | 3,922 | |||||||
Fixed assets | 3,047 | |||||||
Goodwill | 0 | |||||||
Other intangible assets, net | 0 | |||||||
Other assets | 80,412 | |||||||
Current liabilities | (6,446) | |||||||
Net assets acquired, less cash and cash equivalents | 80,935 | |||||||
DoMyOwn | Measurement Period Adjustments | ||||||||
Business Acquisition [Line Items] | ||||||||
Current assets, net of cash and cash equivalents acquired | 0 | |||||||
Fixed assets | 0 | |||||||
Goodwill | 68,512 | |||||||
Other intangible assets, net | 11,900 | |||||||
Other assets | (80,412) | |||||||
Current liabilities | 0 | |||||||
Net assets acquired, less cash and cash equivalents | $ 0 | |||||||
Hopewell Nursery | ||||||||
Business Acquisition [Line Items] | ||||||||
Current assets, net of cash and cash equivalents acquired | $ 42,788 | |||||||
Fixed assets | 31,614 | |||||||
Goodwill | $ 10,900 | 10,924 | ||||||
Other intangible assets, net | 4,130 | |||||||
Other assets | 0 | |||||||
Current liabilities | (6,767) | |||||||
Other long-term liabilities | (1,301) | |||||||
Net assets acquired, less cash and cash equivalents | 81,388 | |||||||
Hopewell Nursery | Amounts Previously Recognized as of Acquisition Date | ||||||||
Business Acquisition [Line Items] | ||||||||
Current assets, net of cash and cash equivalents acquired | 39,046 | |||||||
Fixed assets | 31,940 | |||||||
Goodwill | 0 | |||||||
Other intangible assets, net | 0 | |||||||
Other assets | 18,470 | |||||||
Current liabilities | (6,767) | |||||||
Other long-term liabilities | (1,301) | |||||||
Net assets acquired, less cash and cash equivalents | 81,388 | |||||||
Hopewell Nursery | Measurement Period Adjustments | ||||||||
Business Acquisition [Line Items] | ||||||||
Current assets, net of cash and cash equivalents acquired | 3,742 | |||||||
Fixed assets | (326) | |||||||
Goodwill | 10,924 | |||||||
Other intangible assets, net | 4,130 | |||||||
Other assets | (18,470) | |||||||
Current liabilities | 0 | |||||||
Other long-term liabilities | 0 | |||||||
Net assets acquired, less cash and cash equivalents | $ 0 |
Acquisitions and Investments _5
Acquisitions and Investments in Joint Ventures - D&D Commodities Limited - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Sep. 24, 2022 | Jun. 30, 2021 | Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | Sep. 26, 2020 | |
Business Acquisition [Line Items] | ||||||
Borrowings on revolving line of credit | $ 48,000 | $ 0 | $ 858,000 | |||
Premium paid on extinguishment of debt | 0 | 0 | 6,124 | |||
Goodwill | $ 546,436 | 546,436 | 546,436 | $ 369,391 | $ 289,955 | |
D&D Commodities Limited | ||||||
Business Acquisition [Line Items] | ||||||
Borrowings on revolving line of credit | $ 88,000 | |||||
Long term debt | 30,000 | |||||
Premium paid on extinguishment of debt | 30,000 | |||||
Excess of purchase price over estimated fair value of net tangible assets acquired | 99,000 | $ 99,000 | ||||
Business combination, provisional information, initial accounting incomplete, adjustment, intangibles | $ 64,000 | |||||
Goodwill | $ 34,463 | $ 34,000 |
Acquisitions and Investments _6
Acquisitions and Investments in Joint Ventures - DoMyOwn - Additional Information (Details) - USD ($) $ in Thousands | Dec. 18, 2020 | Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | Sep. 26, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 546,436 | $ 546,436 | $ 369,391 | $ 289,955 | |
DoMyOwn | |||||
Business Acquisition [Line Items] | |||||
Purchase price | $ 81,000 | ||||
Excess of purchase price over estimated fair value of net tangible assets acquired | 80,400 | ||||
Business combination, provisional information, initial accounting incomplete, adjustment, intangibles | 11,900 | ||||
Goodwill | $ 68,512 | $ 68,500 |
Acquisitions and Investments _7
Acquisitions and Investments in Joint Ventures - Hopewell Nursery - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | Sep. 26, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 546,436 | $ 546,436 | $ 369,391 | $ 289,955 | |
Hopewell Nursery | |||||
Business Acquisition [Line Items] | |||||
Purchase price | $ 81,000 | ||||
Excess of purchase price over estimated fair value of net tangible assets acquired | 15,000 | ||||
Business combination, provisional information, initial accounting incomplete, adjustment, intangibles | 4,100 | ||||
Goodwill | $ 10,924 | $ 10,900 |
Acquisitions and Investments _8
Acquisitions and Investments in Joint Ventures - Green Garden Products - Pro Forma Information (Details) - Green Garden Products - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Sep. 30, 2023 | Sep. 24, 2022 | |
Business Acquisition [Line Items] | ||
Net sales | $ 3,357,977 | $ 2,850,678 |
Net income attributable to Central Garden & Pet Company | $ 175,508 | $ 146,277 |
Diluted net income per share attributable to Central Garden & Pet Company | $ 3.18 | $ 2.67 |
Acquisitions and Investments _9
Acquisitions and Investments in Joint Ventures - Divestiture (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 USD ($) | Sep. 30, 2023 USD ($) facility | Dec. 26, 2020 USD ($) | Sep. 30, 2023 USD ($) | Sep. 24, 2022 USD ($) | Sep. 25, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||||
(Gain) Loss on sale of business | $ 5,845 | $ 0 | $ (2,611) | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Breeders Choice | ||||||
Business Acquisition [Line Items] | ||||||
Cash proceeds | $ 2,400 | |||||
(Gain) Loss on sale of business | $ 2,600 | |||||
Disposal group, current and long-term net assets | $ 4,700 | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Garden Segment Independent Distribution Business | ||||||
Business Acquisition [Line Items] | ||||||
Cash proceeds | $ 20,000 | |||||
Number of facilities | facility | 1 | |||||
(Gain) Loss on sale of business | $ 5,800 |
Acquisitions and Investments_10
Acquisitions and Investments in Joint Ventures - Investments - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Sep. 25, 2021 USD ($) venture | Sep. 30, 2023 USD ($) | Sep. 24, 2022 USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||
Investments in business | $ | $ 0.5 | $ 0.9 | $ 26.1 |
Owned percentage in unconsolidated entities | 3% | 6% | |
Number of ventures | venture | 1 | ||
Venture 1 | |||
Schedule of Equity Method Investments [Line Items] | |||
Owned percentage in unconsolidated entities | 7% | ||
Venture 2 | |||
Schedule of Equity Method Investments [Line Items] | |||
Owned percentage in unconsolidated entities | 10% |
Concentration of Credit Risk _2
Concentration of Credit Risk and Significant Customers and Suppliers (Details) | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | |
Concentration Risk [Line Items] | |||
Percentage of net sales | 52% | 51% | 51% |
Percentage of accounts receivable | 51% | 51% | |
Percentage of accounts receivable including Company's largest customer | 11% | 13% | |
Percentage of cost of goods sold | 5% | 7% | 8% |
Sales Revenue, Net | Customer Concentration Risk | Customer One | |||
Concentration Risk [Line Items] | |||
Percentage of largest customer accounted of the Company's net sales | 16% | 17% | 16% |
Sales Revenue, Net | Customer Concentration Risk | Customer Two | |||
Concentration Risk [Line Items] | |||
Percentage of largest customer accounted of the Company's net sales | 16% | 16% | 15% |
Sales Revenue, Net | Customer Concentration Risk | Customer Three | |||
Concentration Risk [Line Items] | |||
Percentage of largest customer accounted of the Company's net sales | 8% | 8% | 9% |
Allowance for Doubtful Accoun_2
Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balances at Beginning of Period | $ 26,246 | $ 29,219 | $ 27,661 |
Charged/ (Credited) to Costs and Expenses | 1,258 | 1,264 | 6,604 |
Asset Write-Offs, Less Recoveries | (1,707) | (4,237) | (5,046) |
Balances at End of Period | $ 25,797 | $ 26,246 | $ 29,219 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 24, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 270,672 | $ 266,695 |
Work in progress | 166,394 | 99,842 |
Finished goods | 384,903 | 528,481 |
Supplies | 16,219 | 42,982 |
Total inventories, net | $ 838,188 | $ 938,000 |
Property and Equipment, Net - C
Property and Equipment, Net - Components of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 24, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 883,406 | $ 856,206 |
Accumulated depreciation and amortization | (491,638) | (459,227) |
Property and equipment, net | 391,768 | 396,979 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 29,434 | 29,474 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 277,618 | 263,499 |
Transportation equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 14,258 | 12,572 |
Machine and warehouse equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 388,854 | 345,994 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 117,007 | 123,353 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 30,534 | 29,697 |
Assets under construction | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 25,701 | $ 51,617 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense, including the amortization of intangible assets | $ 87,700 | $ 80,948 | $ 74,727 |
Goodwill - Changes in Carrying
Goodwill - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | Sep. 26, 2020 | |
Goodwill [Roll Forward] | ||||
Goodwill | $ 955,997 | $ 955,997 | $ 778,952 | $ 699,516 |
Accumulated impairment losses | (409,561) | (409,561) | (409,561) | (409,561) |
Balance as of beginning of period | 546,436 | 369,391 | 289,955 | |
Additions in fiscal year | 0 | 177,045 | 79,436 | |
Balance as of end of period | 546,436 | 546,436 | 369,391 | |
Garden Products Segment | ||||
Goodwill [Roll Forward] | ||||
Goodwill | 482,952 | 482,952 | 305,907 | 226,471 |
Accumulated impairment losses | (213,583) | (213,583) | (213,583) | (213,583) |
Balance as of beginning of period | 269,369 | 92,324 | 12,888 | |
Additions in fiscal year | 0 | 177,045 | 79,436 | |
Balance as of end of period | 269,369 | 269,369 | 92,324 | |
Pet Products Segment | ||||
Goodwill [Roll Forward] | ||||
Goodwill | 473,045 | 473,045 | 473,045 | 473,045 |
Accumulated impairment losses | (195,978) | (195,978) | (195,978) | $ (195,978) |
Balance as of beginning of period | 277,067 | 277,067 | 277,067 | |
Additions in fiscal year | 0 | 0 | 0 | |
Balance as of end of period | $ 277,067 | $ 277,067 | $ 277,067 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) | 12 Months Ended |
Sep. 30, 2023 reportingUnit | |
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. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 |
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | $ 737,800 | $ 737,800 | $ 280,600 |
Accumulated Amortization | (199,400) | (164,900) | (116,400) |
Accumulated Impairment | (41,200) | (29,800) | (29,800) |
Net Carrying Value | 497,228 | 543,210 | 134,400 |
Marketing-Related Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 274,600 | 274,600 | 92,700 |
Accumulated Amortization | (21,500) | (20,500) | (19,000) |
Accumulated Impairment | (29,400) | (26,000) | (26,000) |
Net Carrying Value | 223,700 | 228,000 | 47,700 |
Other Acquired Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 46,800 | 46,800 | 44,300 |
Accumulated Amortization | (30,500) | (26,600) | (22,000) |
Accumulated Impairment | (1,500) | (1,200) | (1,200) |
Net Carrying Value | 14,800 | 19,100 | 21,100 |
Amortizable | Marketing-Related Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 22,100 | 22,100 | 22,100 |
Accumulated Amortization | (21,500) | (20,500) | (19,000) |
Accumulated Impairment | 0 | 0 | 0 |
Net Carrying Value | 600 | 1,500 | 3,100 |
Amortizable | Customer-Related Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 416,400 | 416,400 | 143,600 |
Accumulated Amortization | (147,400) | (117,800) | (75,400) |
Accumulated Impairment | (10,300) | (2,500) | (2,500) |
Net Carrying Value | 258,800 | 296,100 | 65,700 |
Amortizable | Other Acquired Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 39,700 | 39,700 | 37,200 |
Accumulated Amortization | (30,500) | (26,600) | (22,000) |
Accumulated Impairment | (300) | 0 | 0 |
Net Carrying Value | 8,900 | 13,200 | 15,200 |
Nonamortizable | Marketing-Related Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 252,500 | 252,500 | 70,600 |
Accumulated Amortization | 0 | 0 | 0 |
Accumulated Impairment | (29,400) | (26,000) | (26,000) |
Net Carrying Value | 223,100 | 226,500 | 44,600 |
Nonamortizable | Other Acquired Intangible Assets | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 7,100 | 7,100 | 7,100 |
Accumulated Amortization | 0 | 0 | 0 |
Accumulated Impairment | (1,200) | (1,200) | (1,200) |
Net Carrying Value | $ 5,900 | $ 5,900 | $ 5,900 |
Other Intangible Assets - Addit
Other Intangible Assets - Additional Information (Details) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 25, 2023 | Sep. 25, 2021 | Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment charge | $ 11,500,000 | $ 0 | $ 0 | ||
Useful life (in years) | 5 years | ||||
Amortization expense for intangibles | $ 34,500,000 | $ 35,100,000 | $ 16,500,000 | ||
Intangible asset, expected amortization, year one | 29,000,000 | ||||
Intangible asset, expected amortization, year two | 29,000,000 | ||||
Intangible asset, expected amortization, year three | 29,000,000 | ||||
Intangible asset, expected amortization, year four | 25,000,000 | ||||
Intangible asset, expected amortization, year five | 25,000,000 | ||||
Pet Products Segment | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment charge | 7,500,000 | ||||
Garden Products Segment | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment charge | $ 3,900,000 | ||||
Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life (in years) | 2 years | ||||
Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life (in years) | 25 years | ||||
Marketing-Related Intangible Assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, net | $ 181,900,000 | ||||
Marketing-Related Intangible Assets | Weighted Average | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life (in years) | 1 year | ||||
Customer-Related Intangible Assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, net | 272,800,000 | ||||
Customer-Related Intangible Assets | Weighted Average | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life (in years) | 11 years | ||||
Other Acquired Intangible Assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, net | $ 2,500,000 | ||||
Other Acquired Intangible Assets | Weighted Average | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life (in years) | 5 years | ||||
Do My Own & Hopewell Nursery | Marketing-Related Intangible Assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, net | $ 1,500,000 | ||||
Do My Own & Hopewell Nursery | Customer-Related Intangible Assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, net | 3,300,000 | ||||
Do My Own & Hopewell Nursery | Other Acquired Intangible Assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, net | $ 11,200,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended |
Sep. 30, 2023 | |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term (in years) | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term (in years) | 11 years |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 24, 2022 |
Operating leases | ||
Operating lease right-of-use assets | $ 173,540 | $ 186,344 |
Current lease liabilities | 50,597 | 48,111 |
Long-term lease liabilities | 135,621 | 147,724 |
Total operating lease liabilities | 186,200 | 195,800 |
Finance leases | ||
Finance lease right-of-use assets | 100 | 100 |
Current lease liabilities | 0 | 0 |
Non-current lease liabilities | 0 | 0 |
Total finance lease liabilities | $ 0 | $ 0 |
Finance lease, right-of-use asset, statement of financial position [extensible list] | Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization |
Finance lease, liability, current, statement of financial position [extensible list] | Long-Term Debt, Current Maturities | Long-Term Debt, Current Maturities |
Finance lease, liability, noncurrent, statement of financial position [extensible list] | Long-term debt | Long-term debt |
Weighted-average remaining lease term (in years): | ||
Operating leases | 5 years 3 months 18 days | 5 years 7 months 6 days |
Finance leases | 4 years 4 months 24 days | 1 year |
Weighted-average discount rate: | ||
Operating leases | 3.85% | 2.97% |
Finance leases | 6.89% | 5.13% |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow and Other Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | |
Leases [Abstract] | |||
Operating lease cost | $ 58,000 | $ 53,800 | |
Amortization of right-of-use assets | 100 | 100 | |
Interest on lease liabilities | 0 | 0 | |
Total finance lease cost | 100 | 100 | |
Short-term lease cost | 12,600 | 9,300 | |
Variable lease cost | 10,600 | 8,800 | |
Total lease cost | 81,300 | 72,000 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | 50,100 | 45,100 | |
Financing cash flows from finance leases | 0 | 100 | |
Right-of-use assets obtained in exchange for lease obligations: | |||
Operating leases | 42,777 | 70,794 | $ 90,799 |
Finance leases | $ 0 | $ 0 |
Leases - Lease Maturity (Detail
Leases - Lease Maturity (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Sep. 24, 2022 |
Operating Leases | ||
2024 | $ 54.9 | |
2025 | 47.1 | |
2026 | 33 | |
2027 | 22.8 | |
2028 | 14.7 | |
Thereafter | 34.8 | |
Total future undiscounted lease payments | 207.3 | |
Less imputed interest | (21.1) | |
Total reported lease liability | 186.2 | $ 195.8 |
Finance Leases | ||
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
Thereafter | 0 | |
Total future undiscounted lease payments | 0 | |
Less imputed interest | 0 | |
Total reported lease liability | $ 0 | $ 0 |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Sep. 30, 2023 | Sep. 24, 2022 | Apr. 30, 2021 | Oct. 31, 2020 | Oct. 16, 2020 | Dec. 14, 2017 | |
Components of long-term debt | ||||||
Total | $ 1,188,203 | $ 1,186,562 | ||||
Less current portion | (247) | (317) | ||||
Long-term portion | 1,187,956 | 1,186,245 | ||||
Senior Notes | ||||||
Components of long-term debt | ||||||
Unamortized debt issuance costs | (12,231) | (14,116) | ||||
Total | 1,187,769 | 1,185,884 | ||||
Senior Notes | Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028 | ||||||
Components of long-term debt | ||||||
Gross carrying value | $ 300,000 | 300,000 | ||||
Debt instrument, interest rate | 5.125% | 5.125% | ||||
Senior Notes | Senior notes, interest at 4.125%, payable semi-annually, principal due October 2030 | ||||||
Components of long-term debt | ||||||
Gross carrying value | $ 500,000 | 500,000 | ||||
Total | $ 494,400 | 493,600 | ||||
Debt instrument, interest rate | 4.125% | 4.125% | 4.125% | |||
Senior Notes | Senior notes, interest at 4.125%, payable semi-annually, principal due April 2031 | ||||||
Components of long-term debt | ||||||
Gross carrying value | $ 400,000 | 400,000 | ||||
Total | $ 395,400 | 394,800 | ||||
Debt instrument, interest rate | 4.125% | 4.125% | ||||
Secured Debt | Asset-based Revolving Credit Facility One | ||||||
Components of long-term debt | ||||||
Total | $ 0 | 0 | ||||
Secured Debt | Asset-based Revolving Credit Facility One | Minimum | Base Rate | ||||||
Components of long-term debt | ||||||
Applicable interest margin rate on the credit facility | 0% | |||||
Secured Debt | Asset-based Revolving Credit Facility One | Minimum | Secured Overnight Financing Rate | ||||||
Components of long-term debt | ||||||
Applicable interest margin rate on the credit facility | 1% | |||||
Secured Debt | Asset-based Revolving Credit Facility One | Maximum | Base Rate | ||||||
Components of long-term debt | ||||||
Applicable interest margin rate on the credit facility | 0.50% | |||||
Secured Debt | Asset-based Revolving Credit Facility One | Maximum | Secured Overnight Financing Rate | ||||||
Components of long-term debt | ||||||
Applicable interest margin rate on the credit facility | 1.50% | |||||
Other Notes Payable | ||||||
Components of long-term debt | ||||||
Total | $ 434 | $ 678 |
Long-Term Debt - Senior Notes,
Long-Term Debt - Senior Notes, Additional Information (Details) - Senior Notes - USD ($) | Apr. 30, 2021 | Oct. 31, 2020 | Oct. 16, 2020 | Dec. 14, 2017 | Sep. 30, 2023 | Nov. 30, 2020 |
Senior notes, interest at 4.125%, payable semi-annually, principal due April 2031 | ||||||
Debt Instrument [Line Items] | ||||||
Debt, aggregate principal amount | $ 400,000,000 | |||||
Debt instrument, interest rate | 4.125% | 4.125% | ||||
Senior notes, interest at 4.125%, payable semi-annually, principal due October 2030 | ||||||
Debt Instrument [Line Items] | ||||||
Debt, aggregate principal amount | $ 500,000,000 | $ 500,000,000 | ||||
Debt instrument, interest rate | 4.125% | 4.125% | 4.125% | |||
Debt issuance costs | $ 6,000,000 | $ 8,000,000 | ||||
Redemption percentage | 40% | |||||
Debt redemption price percentage | 104.125% | |||||
Percentage of purchase price equal | 100% | |||||
Senior notes, interest at 4.125%, payable semi-annually, principal due October 2030 | Redemption Period, One | ||||||
Debt Instrument [Line Items] | ||||||
Debt redemption price percentage | 102.063% | 102.063% | ||||
Senior notes, interest at 4.125%, payable semi-annually, principal due October 2030 | Redemption Period, Two | ||||||
Debt Instrument [Line Items] | ||||||
Debt redemption price percentage | 101.375% | 101.375% | ||||
Senior notes, interest at 4.125%, payable semi-annually, principal due October 2030 | Redemption Period, Three | ||||||
Debt Instrument [Line Items] | ||||||
Debt redemption price percentage | 100.688% | 100.688% | ||||
Senior notes, interest at 4.125%, payable semi-annually, principal due October 2030 | Redemption Period, Four | ||||||
Debt Instrument [Line Items] | ||||||
Debt redemption price percentage | 100% | 100% | ||||
Senior notes, interest at 4.125%, payable semi-annually, principal due October 2030 | Upon Change Of Control | ||||||
Debt Instrument [Line Items] | ||||||
Debt redemption price percentage | 101% | 101% | ||||
Senior notes interest at 6.125% payable semi-annually, principal due November 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 6.125% | |||||
Senior notes interest at 6.125% payable semi-annually, principal due November 2023 | Redemption Period, Two | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 101.531% | |||||
Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028 | ||||||
Debt Instrument [Line Items] | ||||||
Debt, aggregate principal amount | $ 300,000,000 | |||||
Debt instrument, interest rate | 5.125% | 5.125% | ||||
Debt issuance costs | $ 4,800,000 | |||||
Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028 | Redemption Period, Two | ||||||
Debt Instrument [Line Items] | ||||||
Debt redemption price percentage | 102.563% | |||||
Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028 | Redemption Period, Three | ||||||
Debt Instrument [Line Items] | ||||||
Debt redemption price percentage | 101.708% | |||||
Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028 | Redemption Period, Four | ||||||
Debt Instrument [Line Items] | ||||||
Debt redemption price percentage | 100.854% | |||||
Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028 | Upon Change Of Control | ||||||
Debt Instrument [Line Items] | ||||||
Debt redemption price percentage | 101% | |||||
Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028 | Debt Instrument, Redemption, Period Five | ||||||
Debt Instrument [Line Items] | ||||||
Debt redemption price percentage | 100% |
Long-Term Debt - Asset-Based Lo
Long-Term Debt - Asset-Based Loan Facility Amendment, Additional Information (Details) - USD ($) | 12 Months Ended | ||
Sep. 24, 2022 | Dec. 16, 2021 | Sep. 30, 2023 | |
Debt Instrument [Line Items] | |||
Outstanding letters of credit | $ 1,300,000 | ||
Line of credit facility, commitment fee percentage | 0.125% | ||
Domestic Subsidiary | |||
Debt Instrument [Line Items] | |||
Line of credit facility, stock or equity interest, percentage | 100% | ||
Foreign Subsidiary | |||
Debt Instrument [Line Items] | |||
Line of credit facility, stock or equity interest, percentage | 65% | ||
Short-Notice Borrowing | |||
Debt Instrument [Line Items] | |||
Outstanding letters of credit | $ 75,000,000 | ||
Standby Letters of Credit | |||
Debt Instrument [Line Items] | |||
Outstanding letters of credit | 50,000,000 | ||
Asset-based Revolving Credit Facility | Secured Overnight Financing Rate | |||
Debt Instrument [Line Items] | |||
Applicable interest margin rate on the credit facility | 0% | ||
Letter of Credit | |||
Debt Instrument [Line Items] | |||
Outstanding letters of credit | 0 | ||
Other letters of credit outstanding | $ 1,300,000 | ||
Secured Debt | Asset-based Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Principal amount | 750,000,000 | ||
Additional principal amount | $ 400,000,000 | ||
Borrowing base | 493,000,000 | ||
Long-term line of credit | 0 | ||
Debt issuance costs | $ 2,400,000 | ||
Debt instrument fixed charge coverage ratio | 1 | ||
Secured Debt | Asset-based Revolving Credit Facility | Base Rate | |||
Debt Instrument [Line Items] | |||
Applicable interest margin rate on the credit facility | 0% | ||
Applicable interest rate on the credit facility | 8.50% | ||
Secured Debt | Asset-based Revolving Credit Facility | Base Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Applicable interest margin rate on the credit facility | 0% | ||
Secured Debt | Asset-based Revolving Credit Facility | Base Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Applicable interest margin rate on the credit facility | 0.50% | 0.50% | |
Secured Debt | Asset-based Revolving Credit Facility | One-Month SOFR | |||
Debt Instrument [Line Items] | |||
Applicable interest margin rate on the credit facility | 1% | ||
Applicable interest rate on the credit facility | 6.30% | ||
Secured Debt | Asset-based Revolving Credit Facility | Secured Overnight Financing Rate | |||
Debt Instrument [Line Items] | |||
Applicable interest margin rate on the credit facility | 1% | ||
Secured Debt | Asset-based Revolving Credit Facility | Secured Overnight Financing Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Interest rate during period | 0% | ||
Applicable interest margin rate on the credit facility | 1% | ||
Secured Debt | Asset-based Revolving Credit Facility | Secured Overnight Financing Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Applicable interest margin rate on the credit facility | 1.50% |
Long-Term Debt - Scheduled Prin
Long-Term Debt - Scheduled Principal Repayments on Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 24, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 247 | |
2025 | 242 | |
2026 | 133 | |
2027 | 19 | |
2028 | 20 | |
Thereafter | 1,200,013 | |
Total | 1,200,674 | |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | 12,231 | $ 14,116 |
Senior Notes | Senior Notes Due February 2028 | ||
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | 2,000 | |
Senior Notes | Senior Notes Due October 2030 | ||
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | 5,600 | |
Senior Notes | Senior Notes Due April 2031 | ||
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | $ 4,600 |
Commitments and Contingencies -
Commitments and Contingencies - (Details) $ in Millions | 1 Months Ended | |||
Jun. 27, 2018 USD ($) claim | Jun. 27, 2020 USD ($) | Sep. 30, 2023 USD ($) | Sep. 24, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Outstanding letters of credit | $ 1.3 | |||
Restricted cash | $ 14.1 | $ 14.7 | ||
Number of claims | claim | 3 | |||
Awarded damages | $ 12.6 | $ 12.4 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | |
Current: | |||
Federal | $ 41,375 | $ 11,391 | $ 49,941 |
State | 6,229 | 4,418 | 6,193 |
Foreign | 997 | 2,297 | 645 |
Total | 48,601 | 18,106 | 56,779 |
Deferred: | |||
Federal | (10,339) | 27,276 | (14,740) |
State | (2,547) | 1,710 | (690) |
Foreign | 633 | (858) | 686 |
Total | (12,253) | 28,128 | (14,744) |
Total | $ 36,348 | $ 46,234 | $ 42,035 |
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. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal income tax rate | 21% | 21% | 21% |
State income taxes, net of federal benefit | 1.50% | 2.50% | 2.20% |
Other permanent differences | 0.50% | 0.40% | 0.10% |
Adjustment of prior year accruals | (0.20%) | 0.20% | (0.10%) |
Credits | (0.70%) | (0.50%) | (0.40%) |
Stock based compensation | (0.30%) | (0.50%) | (1.40%) |
Other | 0.60% | 0.10% | 0.20% |
Effective income tax rate | 22.40% | 23.20% | 21.60% |
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. 30, 2023 | Sep. 24, 2022 |
Deferred Tax Assets | ||
Allowance for doubtful accounts | $ 5,338 | $ 6,286 |
Inventory write-downs | 18,230 | 14,413 |
Nondeductible reserves | 10,045 | 8,898 |
State taxes | 181 | |
Employee benefits | 10,743 | 9,799 |
State net operating loss carryforward | 6,158 | 6,415 |
Stock based compensation | 8,155 | 7,330 |
State credits | 3,055 | 2,979 |
Other | 5,389 | 966 |
Valuation allowance | (7,659) | (6,734) |
Total | 59,635 | 50,352 |
Deferred Tax Liabilities | ||
Prepaid expenses | 1,602 | 1,787 |
Deferred tax liabilities, state taxes | 0 | 279 |
Depreciation and amortization | 192,235 | 194,225 |
Deferred tax liabilities, equity loss | 653 | 564 |
Total | $ 194,490 | $ 196,855 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Sep. 30, 2023 | Sep. 24, 2022 |
Operating Loss Carryforwards [Line Items] | ||
State income tax credits | $ 3,500,000 | |
Valuation allowances | 7,659,000 | $ 6,734,000 |
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 | 400,000 | |
Decrease in unrecognized tax benefits | 100,000 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | 69,200,000 | |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 8,100,000 |
Income Taxes - Activity Related
Income Taxes - Activity Related to Company's Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2023 | Sep. 24, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning Balance | $ 382 | $ 342 |
Increases related to prior year tax positions | 222 | 22 |
Increases related to current year tax positions | 100 | 110 |
Decreases related to prior year tax positions | (10) | 0 |
Settlements | (222) | 0 |
Decreases related to lapse of statute of limitations | (81) | (92) |
Ending Balance | $ 391 | $ 382 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2023 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | 40,000 |
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) | 9,600,000 |
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) | 3,500,000 |
Shares reserved for future awards (in shares) | 4,600,000 |
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) | 3,500,000 |
Shares reserved for future awards (in shares) | 500,000 |
Director Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | 0 |
Director Plan | Restricted Stock Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted shares maximum value | $ | $ 120 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Awards, Additional Information (Details) | 12 Months Ended | ||
Sep. 30, 2023 USD ($) installment $ / shares | Sep. 24, 2022 USD ($) $ / shares | Sep. 25, 2021 USD ($) $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of vesting installments | installment | 3 | ||
Dividend during expected term | $ 0 | ||
Time-Based Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price percentage above market price | 0.15 | ||
Expected life of option award (in years) | 10 years | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life of option award (in years) | 8 years | 3 years 8 months 12 days | 3 years 8 months 12 days |
Dividend during expected term | $ 0 | $ 0 | $ 0 |
Stock price volatility (percent) | 30.60% | 31.10% | 32.40% |
Risk free interest rate | 3.60% | 1.70% | 0.50% |
Weighted average grant date fair value of options granted (in usd per share) | $ / shares | $ 15.37 | $ 10.96 | $ 10.50 |
Total intrinsic value of options exercised | $ 3,900,000 | $ 6,100,000 | $ 15,100,000 |
Total unrecognized compensation cost | $ 2,800,000 | ||
Weighted average vesting period (in years) | 2 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 | $ 25.79 | $ 21.37 | $ 13.82 |
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 | $ 51.37 | $ 51.37 | $ 51.37 |
Restricted Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation cost | $ 31,000,000 | ||
Weighted average vesting period (in years) | 3 years | ||
Selling, General and Administrative Expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 28,000,000 | $ 25,800,000 | $ 23,100,000 |
Selling, General and Administrative Expenses | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 3,800,000 | 4,900,000 | 5,600,000 |
Selling, General and Administrative Expenses | Restricted Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 16,300,000 | 13,700,000 | 10,700,000 |
Selling, General and Administrative Expenses | 401 (K) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 7,900,000 | $ 7,200,000 | $ 6,800,000 |
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. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | |
Number of Shares (in thousands) | |||
Beginning Balance, Outstanding (in shares) | 2,217 | ||
Granted (in shares) | 40 | ||
Exercised (in shares) | (415) | ||
Canceled or expired (in shares) | (59) | ||
Ending Balance, Outstanding (in shares) | 1,783 | 2,217 | |
Exercisable (in shares) | 1,290 | 1,191 | 929 |
Expected to vest (in shares) | 492 | ||
Weighted Average Exercise Price per Share | |||
Beginning Balance, Outstanding (in usd per share) | $ 32.69 | ||
Granted (in usd per share) | 46.75 | ||
Exercised (in usd per share) | 31.24 | ||
Canceled or expired (in usd per share) | 38.26 | ||
Ending Balance, Outstanding (in usd per share) | 33.17 | $ 32.69 | |
Exercised (in usd per share) | 31.97 | $ 31.88 | $ 29.64 |
Expected to vest (in usd per share) | $ 36.30 | ||
Weighted Average Remaining Contractual Life | |||
Outstanding, Weighted Average Remaining Contractual Life (in years) | 3 years | 3 years | |
Exercisable, Weighted Average Remaining Contractual Life (in years) | 2 years | 3 years | 3 years |
Expected to vest, Weighted Average Remaining Contractual Life (in years) | 3 years | ||
Outstanding, Aggregate Intrinsic Value | $ 14,198 | $ 10,624 | |
Exercisable, Aggregate Intrinsic Value | 11,361 | $ 5,826 | $ 11,645 |
Expected to vest, Aggregate Intrinsic Value | $ 2,837 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Awards, Additional Information (Details) shares in Thousands, $ in Millions | 12 Months Ended | 24 Months Ended |
Sep. 30, 2023 USD ($) shares | Sep. 24, 2022 shares | |
Restricted Stock Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards outstanding (in shares) | shares | 1,479 | 1,671 |
Total unrecognized compensation cost | $ | $ 31 | |
Weighted average vesting period (in years) | 3 years | |
Restricted Stock Awards | Vesting One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period (in years) | 4 years | |
Restricted Stock Awards | Vesting Two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period (in years) | 5 years | |
Performance Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Performance measurement period | 4 years | |
Shares issued, performance stock units, award amount percentage | 1 | |
Performance Stock Units | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares issued, performance stock units, award amount percentage | 0.50 | |
Performance Stock Units | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares issued, performance stock units, award amount percentage | 2.25 |
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. 30, 2023 $ / shares shares | |
Number of Shares | |
Beginning Balance, Nonvested (in shares) | shares | 1,671 |
Granted (in shares) | shares | 257 |
Vested (in shares) | shares | (375) |
Forfeited (in shares) | shares | (74) |
Ending Balance, Nonvested (in shares) | shares | 1,479 |
Weighted Average Grant Date Fair Value per Share | |
Beginning Balance, Nonvested (in usd per share) | $ / shares | $ 35.06 |
Granted (in usd per share) | $ / shares | 40.28 |
Vested (in usd per share) | $ / shares | 33.05 |
Forfeited (in usd per share) | $ / shares | 36.38 |
Ending Balance, Nonvested (in usd per share) | $ / shares | $ 36.42 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | 12 Months Ended | |||
Sep. 30, 2023 USD ($) vote $ / shares shares | Sep. 24, 2022 USD ($) $ / shares shares | Sep. 25, 2021 USD ($) | Aug. 31, 2019 USD ($) | |
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 | ||
Repurchased of stock | $ | $ 30,735,000 | $ 57,795,000 | $ 21,839,000 | |
2019 Repurchase Authorization | ||||
Class of Stock [Line Items] | ||||
Stock repurchase program, authorized amount | $ | $ 100,000,000 | |||
Stock repurchase program remaining authorized amount | $ | $ 83,200,000 | |||
Equity Dilution Authorization | ||||
Class of Stock [Line Items] | ||||
Stock repurchase, remaining authorization (in shares) | 0 | |||
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) | 11,077,612 | 11,296,351 | ||
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) | 41,042,325 | 41,336,223 | ||
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) | 1,602,374 | 1,612,374 | ||
Percentage of vote cast for shares (percent) | 49% | |||
Convertible shares conversion ratio | 1 | |||
Class B stock | Minimum | ||||
Class of Stock [Line Items] | ||||
Number of voting powers | vote | 1 | |||
Class B stock | Maximum | ||||
Class of Stock [Line Items] | ||||
Number of voting powers | vote | 10 | |||
Non voting common stock | ||||
Class of Stock [Line Items] | ||||
Repurchased of stock (in shares) | 600,000 | |||
Repurchased of stock | $ | $ 22,200,000 | |||
Repurchases of stock (in usd per share) | $ / shares | $ 35.31 | |||
Voting Stock | ||||
Class of Stock [Line Items] | ||||
Repurchased of stock | $ | $ 200,000 | |||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Repurchased of stock | $ | $ 8,500,000 | |||
Repurchases of stock (in usd per share) | $ / shares | $ 37.31 |
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 | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | |
Basic EPS: | |||
Net income available to common shareholders | $ 125,643 | $ 152,152 | $ 151,746 |
Net income available to common shareholders (in shares) | 52,395 | 53,220 | 53,914 |
Net income available to common shareholders (in usd per share) | $ 2.40 | $ 2.86 | $ 2.81 |
Effect of dilutive securities: | |||
Options to purchase common stock (in shares) | 295 | 477 | 645 |
Options to purchase common stock (in usd per share) | $ (0.02) | $ (0.02) | $ (0.03) |
Restricted shares (in shares) | 638 | 728 | 689 |
Restricted shares (in usd per share) | $ (0.03) | $ (0.04) | $ (0.03) |
Performance stock units (in shares) | 99 | 0 | 0 |
Performance stock units (in usd per share) | $ 0 | $ 0 | $ 0 |
Diluted EPS: | |||
Net income available to common shareholders | $ 125,643 | $ 152,152 | $ 151,746 |
Net income available to common shareholders (in shares) | 53,427 | 54,425 | 55,248 |
Net income available to common shareholders (in usd per share) | $ 2.35 | $ 2.80 | $ 2.75 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares shares in Millions | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | |
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) | 0.6 | 0.4 | 0.2 |
Transactions with Related Par_2
Transactions with Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | |
Related Party Transaction [Line Items] | |||
Accounts payable | $ 190,902 | $ 215,681 | |
Contract Packaging, Inc. | |||
Related Party Transaction [Line Items] | |||
Percentage of shares held by CPI in Tech Pac | 20% | 20% | 20% |
Accounts payable | $ 1,600 | $ 1,000 | |
Contract Packaging, Inc. | Tech Pac | |||
Related Party Transaction [Line Items] | |||
Purchases products from related party | $ 31,000 | $ 41,000 | $ 42,600 |
Business Segment Data - Additio
Business Segment Data - Additional Information (Details) | 12 Months Ended |
Sep. 30, 2023 segment | |
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 | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | |
Revenue from External Customer [Line Items] | |||
Revenues | $ 3,310,083 | $ 3,338,588 | $ 3,303,684 |
Other garden products | |||
Revenue from External Customer [Line Items] | |||
Revenues | 832,200 | 865,300 | 876,600 |
Other pet products | |||
Revenue from External Customer [Line Items] | |||
Revenues | 699,400 | 765,900 | 767,000 |
Other manufacturers' products | |||
Revenue from External Customer [Line Items] | |||
Revenues | 734,900 | 730,200 | 749,100 |
Dog & cat products | |||
Revenue from External Customer [Line Items] | |||
Revenues | 568,600 | 542,900 | 570,900 |
Wild bird | |||
Revenue from External Customer [Line Items] | |||
Revenues | 475,000 | 434,300 | 340,100 |
Controls & fertilizer products | |||
Revenue from External Customer [Line Items] | |||
Revenues | $ 0 | $ 0 | $ 0 |
Business Segment Data - Financi
Business Segment Data - Financial Information Relating to Company's Business Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 25, 2021 | |
Net sales: | |||
Revenues | $ 3,310,083 | $ 3,338,588 | $ 3,303,684 |
Operating income (loss): | |||
Operating income (loss) | 210,646 | 260,036 | 254,496 |
Interest expense | (57,025) | (58,253) | (58,597) |
Interest income | 7,362 | 719 | 415 |
Other expense, net | 1,462 | (3,596) | (1,506) |
Income before income taxes and noncontrolling interest | 162,445 | 198,906 | 194,808 |
Income tax expense | 36,348 | 46,234 | 42,035 |
Net income including noncontrolling interest | 126,097 | 152,672 | 152,773 |
Net income attributable to noncontrolling interest | 454 | 520 | 1,027 |
Net Income (Loss) Attributable to Parent | 125,643 | 152,152 | 151,746 |
Assets: | |||
Assets | 3,378,648 | 3,282,002 | 3,116,680 |
Depreciation and amortization: | |||
Depreciation and amortization | 87,700 | 80,948 | 74,727 |
Expenditures for long-lived assets: | |||
Expenditures for long-lived assets | 53,966 | 115,205 | 80,333 |
Operating Segments | Pet segment | |||
Net sales: | |||
Revenues | 1,877,177 | 1,878,110 | 1,894,929 |
Operating income (loss): | |||
Operating income (loss) | 198,004 | 208,924 | 208,201 |
Assets: | |||
Assets | 944,359 | 1,069,167 | 966,437 |
Depreciation and amortization: | |||
Depreciation and amortization | 41,126 | 38,960 | 36,952 |
Expenditures for long-lived assets: | |||
Expenditures for long-lived assets | 33,515 | 46,917 | 44,919 |
Operating Segments | Garden segment | |||
Net sales: | |||
Revenues | 1,432,906 | 1,460,478 | 1,408,755 |
Operating income (loss): | |||
Operating income (loss) | 123,455 | 153,956 | 138,755 |
Assets: | |||
Assets | 1,349,426 | 1,405,802 | 1,313,899 |
Depreciation and amortization: | |||
Depreciation and amortization | 43,375 | 36,583 | 33,050 |
Expenditures for long-lived assets: | |||
Expenditures for long-lived assets | 19,109 | 65,126 | 34,043 |
Corporate and eliminations | |||
Operating income (loss): | |||
Operating income (loss) | (110,813) | (102,844) | (92,460) |
Assets: | |||
Assets | 1,084,863 | 807,033 | 836,344 |
Depreciation and amortization: | |||
Depreciation and amortization | 3,199 | 5,405 | 4,725 |
Expenditures for long-lived assets: | |||
Expenditures for long-lived assets | $ 1,342 | $ 3,162 | $ 1,371 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Nov. 03, 2023 USD ($) |
Subsequent Event | TDBBS, LLC | |
Subsequent Event [Line Items] | |
Purchase price | $ 60 |