8-K
Central Garden & Pet Co (CENT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 of 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported) | August 6, 2025 |
|---|
| Central Garden & Pet Company | ||||
|---|---|---|---|---|
| (Exact name of registrant as specified in its charter) | Delaware | 001-33268 | 68-0275553 | |
| --- | --- | --- | ||
| (State or other jurisdiction<br><br>of incorporation) | (Commission File<br><br>Number) | (IRS Employer<br><br>Identification No.) |
1340 Treat Boulevard, Suite 600, Walnut Creek, California 94597
(Address of principal executive offices) (Zip Code)
(925) 948-4000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | CENT | The NASDAQ Stock Market LLC |
| Class A Common Stock | CENTA | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 6, 2025, Central Garden & Pet Company issued a press release announcing its financial results for the third quarter fiscal year 2025 ended June 28, 2025. A copy of the press release is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description |
|---|---|
| Exhibit 99.1 | Press release datedAugust 6, 2025. |
| Exhibit 104 | Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CENTRAL GARDEN & PET COMPANY
| By: /s/ BRADLEY G. SMITH |
|---|
| Bradley G. Smith |
| Chief Financial Officer |
| (Principal Financial Officer) |
| Dated: August 06, 2025 |
Document
Exhibit 99.1
CENTRAL GARDEN & PET ANNOUNCES Q3 FISCAL 2025 FINANCIAL RESULTS
Delivers fiscal 2025 Q3 GAAP EPS of $1.52 vs. $1.19 and non-GAAP EPS of $1.56 vs. $1.32 a year ago
Reaffirms outlook for fiscal 2025 non-GAAP EPS of approximately $2.60
WALNUT CREEK, Calif. – Central Garden & Pet Company (NASDAQ: CENT) (NASDAQ: CENTA) (“Central”), a leading company in the pet and garden industries, today announced financial results for its fiscal 2025 third quarter ended June 28, 2025.
“We’re proud of our solid third-quarter performance, which reflects the strength of our strategic priorities in action,” said Niko Lahanas, CEO of Central Garden & Pet. “Our team’s dedication, collaboration across business units and strong execution—especially through our Cost and Simplicity program—drove meaningful margin expansion and year-over-year GAAP and non-GAAP earnings growth despite expected softer sales. Even in the face of broader macroeconomic and geopolitical uncertainty, we continue to deliver on our Central to Home strategy with excellence and consistency.”
All comparisons are against the third quarter of fiscal 2024.
Fiscal 2025 Third Quarter Financial Results
Net sales were $961 million, a decrease of 4%.
Gross profit was $332 million, an increase of 5%. Gross margin expanded by 280 basis points to 34.6%, driven by productivity efforts from Central's Cost and Simplicity program.
SG&A expense was $197 million, a decrease of 2% reflecting cost discipline across the organization. Due to lower net sales, SG&A as a percentage of net sales increased by 30 basis points to 20.5%.
Operating income was $135 million, an increase of 17%. Operating margin expanded by 250 basis points to 14.1%. Non-GAAP operating income was $139 million, an increase of 9%. On a non-GAAP basis, operating margin expanded by 170 basis points to 14.5%.
Net interest expense was $9 million compared to $10 million.
Exhibit 99.1
Net income was $95 million, an increase of 19%. Non-GAAP net income was $98 million, an increase of 11%.
Earnings per share were $1.52, an increase of 28%. Non-GAAP earnings per share were $1.56, an increase of 18%.
Adjusted EBITDA was $167 million, an increase of $11 million.
The effective tax rate was 25.1% compared to 24.0% in the prior year.
Pet Segment
Net sales for the Pet segment were $493 million, a decrease of 3%, driven primarily by assortment rationalization and softer demand in durable pet products in the third quarter.
Pet segment operating income was $76 million, a decrease of 8%. Operating margin contracted by 90 basis points to 15.5%. Non-GAAP operating income was $78 million, a decrease of 6%. On a non-GAAP basis, operating margin contracted by 60 basis points to 15.8%.
Pet segment adjusted EBITDA of $88 million was $6 million below the prior-year quarter.
Garden Segment
Net sales for the Garden segment were $468 million, a decrease of 4%, primarily due to the loss of two product lines in Central's third-party distribution business and a late spring negatively impacting some of the garden businesses.
Garden segment operating income was $83 million, an increase of 33%. Non-GAAP operating income was $85 million, an improvement of 16%. Operating margin expanded by 490 basis points to 17.7% driven by productivity efforts. On a non-GAAP basis, operating margin expanded by 310 basis points to 18.2%, driven by productivity efforts.
Garden segment adjusted EBITDA was $96 million, an increase of $11 million.
Liquidity and Debt
The cash and cash equivalents balance at the end of the quarter was $713 million, an improvement of $143 million driven by earnings and ongoing inventory reduction efforts over the last 12 months.
Exhibit 99.1
Cash provided by operations during the quarter was $265 million compared to $286 million a year ago.
Total debt as of June 28, 2025, and June 29, 2024, was $1.2 billion. The gross leverage ratio, as defined in Central's credit agreement, at the end of the third quarter, was 2.9x, compared to 3.0x in the prior-year quarter.
Central repurchased 1.7 million shares or $55 million of its stock during the quarter. As of the quarter-end, $46 million remained authorized for future stock repurchases.
Cost and Simplicity Program
Central continues to make solid progress on its multi-year Cost and Simplicity program—a broad set of initiatives across procurement, manufacturing, logistics, portfolio management, and administrative spending—focused on streamlining operations, boosting efficiency, and simplifying the organization at every level.
In the second quarter, Central began the wind-down of its U.K. operations moving to a direct export-only model. As a result, in the third quarter, the Pet segment incurred an incremental charge of $1.7 million.
Also in the second quarter of fiscal 2025, Central began to consolidate two outdated garden distribution facilities in Ontario, California and Salt Lake City, Utah, into a larger, modern facility in Salt Lake City. As a result, in the third quarter the Garden segment incurred a charge of $2.2 million.
Fiscal 2025 Guidance
Central continues to expect fiscal 2025 non-GAAP EPS to be approximately $2.60. This outlook reflects an expected shift in consumer behavior amid macroeconomic and geopolitical uncertainty, challenges within the brick-and-mortar retail landscape, and uncertainty about the duration of the garden selling season for the remainder of the fiscal year. This outlook excludes the potential impact from further changes in tariff rates, or from acquisitions, divestitures, or restructuring activities that may occur during fiscal 2025, including initiatives associated with the Cost and Simplicity program.
Central anticipates fiscal 2025 capital expenditures of approximately $50 to $60 million.
Exhibit 99.1
Conference Call
Central's senior management will host a conference call today at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time) to review the fiscal 2025 third quarter results and provide a general business update. The call, along with related materials, can be accessed at http://ir.central.com.
Alternatively, to listen to the call by telephone, dial (201) 689-8345 (domestic and international) entering confirmation #13753878.
About Central Garden & Pet
Central Garden & Pet Company (NASDAQ: CENT) (NASDAQ: CENTA) understands home is central to life and has proudly nurtured happy and healthy homes for over 45 years. With fiscal 2024 net sales of $3.2 billion, Central is on a mission to lead the future of the pet and garden industries. The Company’s innovative and trusted products are dedicated to helping lawns grow greener, gardens bloom bigger, pets live healthier, and communities grow stronger. Central is home to a leading portfolio of more than 65 high-quality brands including Amdro®, Aqueon®, Cadet®, C&S®, Farnam®, Ferry-Morse®, Four Paws®, Kaytee®, Nylabone® and Pennington®, strong manufacturing and distribution capabilities, and a passionate, entrepreneurial growth culture. Central is based in Walnut Creek, California, with over 6,000 employees primarily across North America. Visit www.central.com to learn more.
Safe Harbor Statement
The statements contained in this release which are not historical facts, including statements concerning productivity initiatives, the potential impact of tariffs, an expected shift in consumer behavior and earnings guidance for fiscal 2025, are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. All forward-looking statements are based upon Central's current expectations and various assumptions. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained in this release including, but not limited to, the following factors:
•economic uncertainty and other adverse macroeconomic conditions, including a potential recession or inflationary pressure;
•impacts of tariffs or a trade war;
•risks associated with international sourcing, including from China;
•fluctuations in energy prices, fuel and related petrochemical costs;
•declines in consumer spending and the associated increased inventory risk;
•seasonality and fluctuations in our operating results and cash flow;
•adverse weather conditions and climate change;
•the success of our Central to Home strategy and our Cost and Simplicity program;
•fluctuations in market prices for seeds and grains and other raw materials, including the impact of significant declines in grass seed market prices on our inventory valuation;
•risks associated with new product introductions, including the risk that our new products will not produce sufficient sales to recoup our investment;
•dependence on a small number of customers for a significant portion of our business;
Exhibit 99.1
•consolidation trends in the retail industry;
•supply shortages in pet birds, small animals and fish;
•potential credit risk associated with certain brick and mortar retailers in the pet specialty segment;
•reductions in demand for our product categories;
•competition in our industries;
•continuing implementation of an enterprise resource planning information technology system;
•regulatory issues;
•potential environmental liabilities;
•access to and cost of additional capital;
•the impact of product recalls;
•risks associated with our acquisition strategy, including our ability to successfully integrate acquisitions and the impact of purchase accounting on our financial results;
•potential goodwill or intangible asset impairment;
•the potential for significant deficiencies or material weaknesses in internal control over financial reporting, particularly of acquired companies;
•our dependence upon our key executives;
•our ability to recruit and retain members of our management team and employees to support our businesses;
•potential costs and risks associated with actual or potential cyberattacks;
•our ability to protect our trademarks and other proprietary rights;
•litigation and product liability claims;
•the impact of new accounting regulations and the possibility our effective tax rate will increase as a result of future changes in the corporate tax rate or other tax law changes;
•potential dilution from issuance of authorized shares; and
•the voting power associated with our Class B stock.
These and other risks are described in greater detail in Central’s Annual Report on Form 10-K for the fiscal year ended September 28, 2024, filed with the Securities and Exchange Commission on November 27, 2024. Central assumes no obligation to publicly update these forward-looking statements to reflect new information, future events, or any other development.
Investor & Media Contact
Friederike Edelmann
VP, Investor Relations & Corporate Sustainability
(925) 412-6726
fedelmann@central.com
#
(Tables Follow)
CENTRAL GARDEN & PET COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts, unaudited)
| June 28, 2025 | June 29, 2024 | September 28, 2024 | ||||
|---|---|---|---|---|---|---|
| ASSETS | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 713,049 | $ | 570,398 | $ | 753,550 |
| Restricted cash | 14,690 | 13,980 | 14,853 | |||
| Accounts receivable (less allowance for credit losses and customer allowances of $23,721, $24,838 and $21,035) | 522,712 | 507,524 | 326,220 | |||
| Inventories, net | 718,267 | 784,775 | 757,943 | |||
| Prepaid expenses and other | 31,497 | 33,493 | 34,240 | |||
| Total current assets | 2,000,215 | 1,910,170 | 1,886,806 | |||
| Plant, property and equipment, net | 366,362 | 384,373 | 379,166 | |||
| Goodwill | 554,692 | 546,436 | 551,361 | |||
| Other intangible assets, net | 455,100 | 472,854 | 473,280 | |||
| Operating lease right-of-use assets | 220,182 | 188,506 | 205,137 | |||
| Other assets | 60,771 | 105,539 | 57,689 | |||
| Total | $ | 3,657,322 | $ | 3,607,878 | $ | 3,553,439 |
| LIABILITIES AND EQUITY | ||||||
| Current liabilities: | ||||||
| Accounts payable | $ | 210,926 | $ | 191,041 | $ | 212,606 |
| Accrued expenses | 294,395 | 276,751 | 245,226 | |||
| Current lease liabilities | 56,779 | 53,363 | 57,313 | |||
| Current portion of long-term debt | 81 | 290 | 239 | |||
| Total current liabilities | 562,181 | 521,445 | 515,384 | |||
| Long-term debt | 1,191,179 | 1,189,366 | 1,189,809 | |||
| Long-term lease liabilities | 188,307 | 151,038 | 173,086 | |||
| Deferred income taxes and other long-term obligations | 125,125 | 150,249 | 117,615 | |||
| Equity: | ||||||
| Common stock, $0.01 par value: 9,650,221, 11,077,612 and 11,074,620 shares outstanding at June 28, 2025, June 29, 2024 and September 28, 2024 | 97 | 111 | 111 | |||
| Class A common stock, $0.01 par value: 51,556,941, 54,719,533 and 54,446,194 shares outstanding at June 28, 2025, June 29, 2024 and September 28, 2024 | 516 | 547 | 544 | |||
| Class B stock, $0.01 par value: 1,602,374 shares outstanding at June 28, 2025, June 29, 2024 and September 28, 2024 | 16 | 16 | 16 | |||
| Additional paid-in capital | 566,236 | 595,646 | 598,098 | |||
| Retained earnings | 1,024,902 | 1,000,527 | 959,511 | |||
| Accumulated other comprehensive loss | (3,532) | (3,199) | (2,626) | |||
| Total Central Garden & Pet Company shareholders’ equity | 1,588,235 | 1,593,648 | 1,555,654 | |||
| Noncontrolling interest | 2,295 | 2,132 | 1,891 | |||
| Total equity | 1,590,530 | 1,595,780 | 1,557,545 | |||
| Total | $ | 3,657,322 | $ | 3,607,878 | $ | 3,553,439 |
Exhibit 99.1
CENTRAL GARDEN & PET COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts, unaudited)
| Three Months Ended | Nine Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||
| Net sales | $ | 960,913 | $ | 996,348 | $ | 2,450,886 | $ | 2,530,971 |
| Cost of goods sold | 628,903 | 679,290 | 1,650,094 | 1,756,188 | ||||
| Gross profit | 332,010 | 317,058 | 800,792 | 774,783 | ||||
| Selling, general and administrative expenses | 196,884 | 201,122 | 544,350 | 556,988 | ||||
| Operating income | 135,126 | 115,936 | 256,442 | 217,795 | ||||
| Interest expense | (14,360) | (14,720) | (43,340) | (43,412) | ||||
| Interest income | 5,517 | 4,504 | 17,409 | 12,016 | ||||
| Other income | 1,069 | 225 | 96 | 1,047 | ||||
| Income before income taxes and noncontrolling interest | 127,352 | 105,945 | 230,607 | 187,446 | ||||
| Income tax expense | 31,941 | 25,468 | 56,208 | 43,733 | ||||
| Income including noncontrolling interest | 95,411 | 80,477 | 174,399 | 143,713 | ||||
| Net income attributable to noncontrolling interest | 404 | 753 | 1,750 | 1,572 | ||||
| Net income attributable to Central Garden & Pet Company | $ | 95,007 | $ | 79,724 | $ | 172,649 | $ | 142,141 |
| Net income per share attributable to Central Garden & Pet Company: | ||||||||
| Basic | $ | 1.53 | $ | 1.21 | $ | 2.72 | $ | 2.17 |
| Diluted | $ | 1.52 | $ | 1.19 | $ | 2.69 | $ | 2.13 |
| Weighted average shares used in the computation of net income per share: | ||||||||
| Basic | 61,980 | 65,850 | 63,557 | 65,636 | ||||
| Diluted | 62,610 | 66,945 | 64,283 | 66,848 |
Exhibit 99.1
CENTRAL GARDEN & PET COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
| Nine Months Ended | ||||
|---|---|---|---|---|
| June 28, 2025 | June 29, 2024 | |||
| Cash flows from operating activities: | ||||
| Net income | $ | 174,399 | $ | 143,713 |
| Adjustments to reconcile net income to net cash used by operating activities: | ||||
| Depreciation and amortization | 64,063 | 68,069 | ||
| Amortization of deferred financing costs | 2,021 | 2,013 | ||
| Non-cash lease expense | 45,118 | 39,183 | ||
| Stock-based compensation | 15,572 | 15,138 | ||
| Deferred income taxes | 4,587 | 3,622 | ||
| Facility closures and business exit costs | — | 16,385 | ||
| Other operating activities | (1,851) | 3,531 | ||
| Change in assets and liabilities (excluding businesses acquired): | ||||
| Accounts receivable | (195,704) | (169,867) | ||
| Inventories | 39,800 | 58,705 | ||
| Prepaid expenses and other assets | (3,992) | (383) | ||
| Accounts payable | (1,471) | (2,968) | ||
| Accrued expenses | 48,390 | 51,213 | ||
| Other long-term obligations | 2,831 | 2,352 | ||
| Operating lease liabilities | (43,983) | (38,902) | ||
| Net cash provided by operating activities | 149,780 | 191,804 | ||
| Cash flows from investing activities: | ||||
| Additions to plant, property and equipment | (30,580) | (33,096) | ||
| Payments to acquire companies, net of cash acquired | (3,318) | (59,818) | ||
| Investments | — | (1,500) | ||
| Other investing activities | (150) | (175) | ||
| Net cash used in investing activities | (34,048) | (94,589) | ||
| Cash flows from financing activities: | ||||
| Repayments of long-term debt | (202) | (289) | ||
| Repurchase of common stock, including shares surrendered for tax withholding | (154,734) | (14,755) | ||
| Payment of contingent consideration liability | — | (63) | ||
| Distribution to noncontrolling interest | (1,346) | (900) | ||
| Net cash used in financing activities | (156,282) | (16,007) | ||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (114) | 297 | ||
| Net increase (decrease) in cash, cash equivalents and restricted cash | (40,664) | 81,505 | ||
| Cash, cash equivalents and restricted cash at beginning of period | 768,403 | 502,873 | ||
| Cash, cash equivalents and restricted cash at end of period | $ | 727,739 | $ | 584,378 |
| Supplemental information: | ||||
| Cash paid for interest | $ | 48,778 | $ | 48,853 |
| Cash paid for income taxes | $ | 44,281 | $ | 38,027 |
| Lease liabilities arising from obtaining right-of-use assets | $ | 56,833 | $ | 56,849 |
Exhibit 99.1
Use of Non-GAAP Financial Measures
We report our financial results in accordance with GAAP. However, to supplement the financial results prepared in accordance with GAAP, we use non-GAAP financial measures including non-GAAP net income and diluted net income per share, non-GAAP operating income, and adjusted EBITDA. Management uses these non-GAAP financial measures that exclude the impact of specific items (described below) in making financial, operating and planning decisions and in evaluating our performance. Also, Management believes that these non-GAAP financial measures may be useful to investors in their assessment of our ongoing operating performance and provide additional meaningful comparisons between current results and results in prior operating periods. While Management believes that non-GAAP measures are useful supplemental information, such adjusted results are not intended to replace our GAAP financial results and should be read in conjunction with those GAAP results.
Adjusted EBITDA is defined by us as income before income tax, net other expense, net interest expense and depreciation and amortization and stock-based compensation expense (or operating income plus depreciation and amortization expense and stock-based compensation expense). Adjusted EBITDA further excludes charges related to facility closures. We present adjusted EBITDA because we believe that adjusted EBITDA is a useful supplemental measure in evaluating the cash flows and performance of our business and provides greater transparency into our results of operations. Adjusted EBITDA is used by our management to perform such evaluations. Adjusted EBITDA should not be considered in isolation or as a substitute for cash flow from operations, income from operations or other income statement measures prepared in accordance with GAAP. We believe that adjusted EBITDA is frequently used by investors, securities analysts and other interested parties in their evaluation of companies, many of which present adjusted EBITDA when reporting their results. Other companies may calculate adjusted EBITDA differently and it may not be comparable.
The reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are shown in the tables below.
Non-GAAP financial measures reflect adjustments based on the following items:
•Facility closures and business exit: we have excluded charges related to the closure of distribution and manufacturing facilities and our decisions to exit the businesses as they represent infrequent transactions that impact the comparability between operating periods. We believe these exclusions supplement the GAAP information with a measure that may be useful to investors in assessing the sustainability of our operating performance.
•Tax impact: adjustment represents the impact of the tax effect of the pre-tax non-GAAP adjustments excluded from non-GAAP net income. The tax impact of the non-GAAP adjustments is calculated based on the consolidated effective tax rate on a GAAP basis, applied to the non-GAAP adjustments.
From time to time in the future, there may be other items that we may exclude if we believe that doing so is consistent with the goal of providing useful supplemental information to investors and management.
1.During the third quarter of fiscal 2025, we recognized incremental expense of $3.9 million in the consolidated statement of operations, $2.2 million in our Garden segment related to closing a distribution facility in Ontario, California and beginning the consolidation of our Western distribution network and an incremental $1.7 million in our Pet segment related to the previous quarter's decision to wind-down our operations in the U.K.
2.During the second quarter of fiscal 2025, we recognized incremental expense of $5.3 million in the consolidated statement of operations related to the decision to wind-down our operations in the U.K. and the related facility there as we move to a direct-export model.
3.During the third quarter of fiscal 2024, we recognized incremental expense of $11.1 million in the consolidated statement of operations from the decision to exit the pottery business, the closure of a live goods distribution facility in Delaware and the relocation of our grass seed research facility.
4.During the second quarter of fiscal 2024, we recognized incremental expense of $5.3 million in the consolidated statement of operations from the closure of a manufacturing facility in Chico, California, and the consolidation of our Southeast distribution network.
Exhibit 99.1
| Net Income and Diluted Net Income Per Share Reconciliation | GAAP to Non-GAAP Reconciliation | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Nine Months Ended | |||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||
| (in thousands, except per share amounts) | ||||||||||||
| GAAP net income attributable to Central Garden & Pet Company | $ | 95,007 | $ | 79,724 | $ | 172,649 | $ | 142,141 | ||||
| Facility closures & business exit | (1)(2)(3)(4) | 3,915 | 11,115 | 9,254 | 16,385 | |||||||
| Tax effect of facility closures & business exit | (1,003) | (2,590) | (2,258) | (3,823) | ||||||||
| Non-GAAP net income attributable to Central Garden & Pet Company | $ | 97,919 | $ | 88,249 | $ | 179,645 | $ | 154,703 | ||||
| GAAP diluted net income per share | $ | 1.52 | $ | 1.19 | $ | 2.69 | $ | 2.13 | ||||
| Non-GAAP diluted net income per share | $ | 1.56 | $ | 1.32 | $ | 2.79 | $ | 2.31 | ||||
| Shares used in GAAP and non-GAAP diluted net earnings per share calculation | 62,610 | 66,945 | 64,283 | 66,848 | ||||||||
| Operating Income Reconciliation | GAAP to Non-GAAP Reconciliation | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended June 28, 2025 | Nine Months Ended June 28, 2025 | |||||||||||
| GAAP | Facility closures(1) | Non-GAAP | GAAP | Facility closures(1)(2) | Non-GAAP | |||||||
| (in thousands) | ||||||||||||
| Net sales | $ | 960,913 | $ | — | $ | 960,913 | $ | 2,450,886 | $ | — | $ | 2,450,886 |
| Cost of goods sold | 628,903 | 248 | 628,655 | 1,650,094 | 4,661 | 1,645,433 | ||||||
| Gross profit | $ | 332,010 | $ | (248) | $ | 332,258 | $ | 800,792 | $ | (4,661) | $ | 805,453 |
| Selling, general and administrative expenses | 196,884 | 3,667 | 193,217 | 544,350 | 4,593 | 539,757 | ||||||
| Income from operations | $ | 135,126 | $ | (3,915) | $ | 139,041 | $ | 256,442 | $ | (9,254) | $ | 265,696 |
| Gross margin | 34.6% | 34.6% | 32.7% | 32.9% | ||||||||
| Operating margin | 14.1% | 14.5% | 10.5% | 10.8% | ||||||||
| Operating Income Reconciliation | GAAP to Non-GAAP Reconciliation | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended June 29, 2024 | Nine Months Ended June 29, 2024 | |||||||||||
| GAAP | Facility closures & business exit(3) | Non-GAAP | GAAP | Facility closures & business exit(3)(4) | Non-GAAP | |||||||
| (in thousands) | ||||||||||||
| Net sales | $ | 996,348 | $ | — | $ | 996,348 | $ | 2,530,971 | $ | — | $ | 2,530,971 |
| Cost of goods sold | 679,290 | 8,613 | 670,677 | 1,756,188 | 11,140 | 1,745,048 | ||||||
| Gross profit | $ | 317,058 | $ | (8,613) | $ | 325,671 | $ | 774,783 | $ | (11,140) | $ | 785,923 |
| Selling, general and administrative expenses | 201,122 | 2,502 | 198,620 | 556,988 | 5,245 | 551,743 | ||||||
| Income from operations | $ | 115,936 | $ | (11,115) | $ | 127,051 | $ | 217,795 | $ | (16,385) | $ | 234,180 |
| Gross margin | 31.8% | 32.7% | 30.6% | 31.1% | ||||||||
| Operating margin | 11.6% | 12.8% | 8.6% | 9.3% |
Exhibit 99.1
| Pet Segment Operating Income Reconciliation | GAAP to Non-GAAP Reconciliation | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Nine Months Ended | ||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||
| (in thousands) | |||||||||
| GAAP operating income | $ | 76,199 | $ | 83,068 | $ | 188,070 | $ | 189,115 | |
| Facility closures & business exit | (1)(2) | 1,671 | — | 7,010 | — | ||||
| Non-GAAP operating income | $ | 77,870 | $ | 83,068 | $ | 195,080 | $ | 189,115 | |
| GAAP operating margin | 15.5% | 16.4% | 13.7% | 13.5% | |||||
| Non-GAAP operating margin | 15.8% | 16.4% | 14.2% | 13.5% | |||||
| Garden Segment Operating Income Reconciliation | GAAP to Non-GAAP Reconciliation | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended | Nine Months Ended | ||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||
| (in thousands) | |||||||||
| GAAP operating income | $ | 82,989 | $ | 62,519 | $ | 144,143 | $ | 110,699 | |
| Facility closures & business exit | (1)(3)(4) | 2,244 | 11,115 | 2,244 | 16,385 | ||||
| Non-GAAP operating income | $ | 85,233 | $ | 73,634 | $ | 146,387 | $ | 127,084 | |
| GAAP operating margin | 17.7% | 12.8% | 13.4% | 9.8% | |||||
| Non-GAAP operating margin | 18.2% | 15.1% | 13.6% | 11.2% | |||||
| Adjusted EBITDA Reconciliation | GAAP to Non-GAAP Reconciliation | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended June 28, 2025 | |||||||||
| Pet | Garden | Corporate | Total | ||||||
| (in thousands) | |||||||||
| Net income attributable to Central Garden & Pet Company | $ | — | $ | — | $ | — | $ | 95,007 | |
| Interest expense, net | — | — | — | 8,843 | |||||
| Other income | — | — | — | (1,069) | |||||
| Income tax expense | — | — | — | 31,941 | |||||
| Net income attributable to noncontrolling interest | — | — | — | 404 | |||||
| Income (loss) from operations | 76,199 | 82,989 | (24,062) | 135,126 | |||||
| Depreciation & amortization | 10,391 | 10,383 | 709 | 21,483 | |||||
| Noncash stock-based compensation | — | — | 6,044 | 6,044 | |||||
| Facility closures & business exit | (1) | 1,671 | 2,244 | — | 3,915 | ||||
| Adjusted EBITDA | $ | 88,261 | $ | 95,616 | $ | (17,309) | $ | 166,568 |
Exhibit 99.1
| Adjusted EBITDA Reconciliation | GAAP to Non-GAAP Reconciliation | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended June 29, 2024 | ||||||||||||||||||||
| Pet | Garden | Corporate | Total | |||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Net income attributable to Central Garden & Pet Company | $ | — | $ | — | $ | — | $ | 79,724 | ||||||||||||
| Interest expense, net | — | — | — | 10,216 | ||||||||||||||||
| Other income | — | — | — | (225) | ||||||||||||||||
| Income tax expense | — | — | — | 25,468 | ||||||||||||||||
| Net income attributable to noncontrolling interest | — | — | — | 753 | ||||||||||||||||
| Income (loss) from operations | 83,068 | 62,519 | (29,651) | 115,936 | ||||||||||||||||
| Depreciation & amortization | 10,979 | 11,008 | 725 | 22,712 | ||||||||||||||||
| Noncash stock-based compensation | — | — | 6,211 | 6,211 | ||||||||||||||||
| Facility closures & business exit | (3) | — | 11,115 | — | 11,115 | |||||||||||||||
| Adjusted EBITDA | $ | 94,047 | $ | 84,642 | $ | (22,715) | $ | 155,974 | Adjusted EBITDA Reconciliation | GAAP to Non-GAAP Reconciliation | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||
| Nine Months Ended June 28, 2025 | ||||||||||||||||||||
| Pet | Garden | Corporate | Total | |||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Net income attributable to Central Garden & Pet Company | $ | — | $ | — | $ | — | $ | 172,649 | ||||||||||||
| Interest expense, net | — | — | — | 25,931 | ||||||||||||||||
| Other income | — | — | — | (96) | ||||||||||||||||
| Income tax expense | — | — | — | 56,208 | ||||||||||||||||
| Net income attributable to noncontrolling interest | — | — | — | 1,750 | ||||||||||||||||
| Income (loss) from operations | 188,070 | 144,143 | (75,771) | 256,442 | ||||||||||||||||
| Depreciation & amortization | 29,969 | 31,957 | 2,137 | 64,063 | ||||||||||||||||
| Noncash stock-based compensation | — | — | 15,572 | 15,572 | ||||||||||||||||
| Facility closures & business exit | (1)(2) | 7,010 | 2,244 | — | 9,254 | |||||||||||||||
| Adjusted EBITDA | $ | 225,049 | $ | 178,344 | $ | (58,062) | $ | 345,331 | ||||||||||||
| Adjusted EBITDA Reconciliation | GAAP to Non-GAAP Reconciliation | |||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||
| Nine Months Ended June 29, 2024 | ||||||||||||||||||||
| Pet | Garden | Corporate | Total | |||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Net income attributable to Central Garden & Pet Company | $ | — | $ | — | $ | — | $ | 142,141 | ||||||||||||
| Interest expense, net | — | — | — | 31,396 | ||||||||||||||||
| Other income | — | — | — | (1,047) | ||||||||||||||||
| Income tax expense | — | — | — | 43,733 | ||||||||||||||||
| Net income attributable to noncontrolling interest | — | — | — | 1,572 | ||||||||||||||||
| Income (loss) from operations | 189,115 | 110,699 | (82,019) | 217,795 | ||||||||||||||||
| Depreciation & amortization | 32,901 | 33,028 | 2,140 | 68,069 | ||||||||||||||||
| Noncash stock-based compensation | — | — | 15,138 | 15,138 | ||||||||||||||||
| Facility closures and business exit | (3)(4) | — | 16,385 | — | 16,385 | |||||||||||||||
| Adjusted EBITDA | $ | 222,016 | $ | 160,112 | $ | (64,741) | $ | 317,387 |