UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

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

For the quarterly period ended March 29, 2025

or

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

For the transition period from              to

Central Garden & Pet Company

Delaware	001-33268	68-0275553
(State or other jurisdiction<br><br>of incorporation or organization)	(Commission File<br><br>Number)	(I.R.S. Employer<br><br>Identification No.)

1340 Treat Blvd., Suite 600, Walnut Creek, California 94597

(Address of principal executive offices) (Zip Code)

(925) 948-4000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CENT	The NASDAQ Stock Market LLC
Class A Common Stock	CENTA	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange

Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been

subject to such filing requirements for the past 90 days.  ☒  Yes    ¨☐  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to

Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was

required to submit such files).   ☒  Yes    ☐  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting

company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”

and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	ý	Accelerated filer	☐	Smaller reporting company	☐
Non-accelerated filer	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes  ☒  No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock Outstanding as of April 30, 2025	9,818,541
Class A Common Stock Outstanding as of April 30, 2025	51,989,308
Class B Stock Outstanding as of April 30, 2025	1,602,374

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PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited):
	Condensed Consolidated Balance Sheets as of March 29, 2025, March 30, 2024 and September 28, 2024	4
	Condensed Consolidated Statements of Operations Three and Six Months Ended March 29, 2025 and March 30, 2024	5
	Condensed Consolidated Statements of Comprehensive Income Three and Six Months Ended March 29, 2025 and March 30, 2024	6
	Condensed Consolidated Statements of Cash Flows Six Months Ended March 29, 2025 and March 30, 2024	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	36

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This Form 10-Q includes “forward-looking statements.” Forward-looking statements include statements concerning our plans,

objectives, goals, strategies, future events, future revenues or performance, projected cost savings, the expected impact of tariffs, capital

expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, our business strategy

and the trends we anticipate in the industries and markets in which we operate and other information that is not historical information. When

used in this Form 10-Q, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes” and variations of such words

or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, our

examination of historical operating trends, are based upon our current expectations and various assumptions. Our expectations, beliefs and

projections are expressed in good faith, and we believe there is a reasonable basis for them, but we cannot assure you that our expectations,

beliefs and projections will be realized.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking

statements contained in this Form 10-Q. Important factors that could cause our actual results to differ materially from the forward-looking

statements we make in this Form 10-Q are set forth in the Form 10-K for the fiscal year ended September 28, 2024, including the factors

described in the section entitled “Item 1A – Risk Factors.” If any of these risks or uncertainties materializes, or if any of our underlying

assumptions are incorrect, our actual results may differ significantly from the results that we express in, or imply by, any of our forward-

looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect future events or circumstances,

except as required by law. Presently known risk factors include, but are not limited to, the following factors:

•economic uncertainty and other adverse macroeconomic conditions, including a potential recession;

•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;

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•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;

•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.

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PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

CENTRAL GARDEN & PET COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts, unaudited)

	March 29, 2025	March 30, 2024	September 28, 2024
ASSETS
Current assets:
Cash and cash equivalents	$516,675	$301,332	$753,550
Restricted cash	14,662	14,197	14,853
Accounts receivable (less allowance for credit losses and customer<br><br>allowances of $22,628, $27,677 and $21,035)	578,880	578,237	326,220
Inventories, net	824,281	914,352	757,943
Prepaid expenses and other	40,755	42,500	34,240
Total current assets	1,975,253	1,850,618	1,886,806
Plant, property and equipment, net	368,468	387,203	379,166
Goodwill	554,692	546,436	551,361
Other intangible assets, net	461,657	480,910	473,280
Operating lease right-of-use assets	208,863	170,849	205,137
Other assets	60,684	104,002	57,689
Total	$3,629,617	$3,540,018	$3,553,439
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$263,712	$237,310	$212,606
Accrued expenses	275,374	267,813	245,226
Current lease liabilities	58,443	51,045	57,313
Current portion of long-term debt	122	322	239
Total current liabilities	597,651	556,490	515,384
Long-term debt	1,190,724	1,188,955	1,189,809
Long-term lease liabilities	175,581	134,723	173,086
Deferred income taxes and other long-term obligations	122,257	147,683	117,615
Equity:
Common stock, $0.01 par value: 10,218,481, 11,077,612 and 11,074,620 shares<br><br>outstanding at March 29, 2025, March 30, 2024 and September 28, 2024	102	111	111
Class A common stock, $0.01 par value: 52,615,383, 54,659,683 and 54,446,194<br><br>shares outstanding at March 29, 2025, March 30, 2024 and September 28, 2024	526	547	544
Class B stock, $0.01 par value: 1,602,374 shares outstanding at March 29, 2025,<br><br>March 30, 2024 and September 28, 2024	16	16	16
Additional paid-in capital	575,769	592,136	598,098
Retained earnings	969,715	920,803	959,511
Accumulated other comprehensive loss	(4,615)	(2,825)	(2,626)
Total Central Garden & Pet Company shareholders’ equity	1,541,513	1,510,788	1,555,654
Noncontrolling interest	1,891	1,379	1,891
Total equity	1,543,404	1,512,167	1,557,545
Total	$3,629,617	$3,540,018	$3,553,439

See notes to condensed consolidated financial statements.

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CENTRAL GARDEN & PET COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts, unaudited)

	Three Months Ended		Six Months Ended
	March 29, 2025	March 30, 2024	March 29, 2025	March 30, 2024
Net sales	$833,537	$900,090	$1,489,973	$1,534,623
Cost of goods sold	560,454	621,210	1,021,191	1,076,898
Gross profit	273,083	278,880	468,782	457,725
Selling, general and administrative expenses	179,759	185,433	347,466	355,866
Operating income	93,324	93,447	121,316	101,859
Interest expense	(14,510)	(14,376)	(28,980)	(28,692)
Interest income	5,152	2,903	11,892	7,512
Other income (expense)	744	(171)	(973)	822
Income before income taxes and noncontrolling interest	84,710	81,803	103,255	81,501
Income tax expense	19,903	19,134	24,267	18,265
Income including noncontrolling interest	64,807	62,669	78,988	63,236
Net income attributable to noncontrolling interest	1,174	682	1,346	819
Net income attributable to Central Garden & Pet Company	$63,633	$61,987	$77,642	$62,417
Net income per share attributable to Central Garden & Pet<br><br>Company:
Basic	$0.99	$0.94	$1.21	$0.95
Diluted	$0.98	$0.93	$1.19	$0.93
Weighted average shares used in the computation of net income<br><br>per share:
Basic	64,140	65,638	64,346	65,526
Diluted	64,879	66,831	65,171	66,815

See notes to condensed consolidated financial statements.

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CENTRAL GARDEN & PET COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands, unaudited)

	Three Months Ended		Six Months Ended
	March 29, 2025	March 30, 2024	March 29, 2025	March 30, 2024
Income including noncontrolling interest	$64,807	$62,669	$78,988	$63,236
Other comprehensive income (loss):
Foreign currency translation	46	(714)	(1,989)	145
Total comprehensive income	64,853	61,955	76,999	63,381
Comprehensive income attributable to noncontrolling interest	1,174	682	1,346	819
Comprehensive income attributable to Central Garden & Pet<br><br>Company	$63,679	$61,273	$75,653	$62,562

See notes to condensed consolidated financial statements.

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CENTRAL GARDEN & PET COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

	Six Months Ended
	March 29, 2025	March 30, 2024
Cash flows from operating activities:
Net income	$78,988	$63,236
Adjustments to reconcile net income to net cash used by operating activities:
Depreciation and amortization	42,580	45,357
Amortization of deferred financing costs	1,347	1,340
Non-cash lease expense	29,987	25,753
Stock-based compensation	9,528	8,927
Deferred income taxes	2,525	2,673
Other operating activities	(1,056)	1,811
Change in assets and liabilities (excluding businesses acquired):
Accounts receivable	(252,375)	(240,408)
Inventories	(67,654)	(59,263)
Prepaid expenses and other assets	(11,542)	(7,492)
Accounts payable	50,504	41,475
Accrued expenses	28,416	46,785
Other long-term obligations	2,100	673
Operating lease liabilities	(29,043)	(25,169)
Net cash used by operating activities	(115,695)	(94,302)
Cash flows from investing activities:
Additions to plant, property and equipment	(16,760)	(19,478)
Payments to acquire companies, net of cash acquired	(3,318)	(59,818)
Investments	—	(850)
Other investing activities	(125)	(140)
Net cash used in investing activities	(20,203)	(80,286)
Cash flows from financing activities:
Repayments of long-term debt	(145)	(159)
Repurchase of common stock, including shares surrendered for tax withholding	(98,233)	(12,055)
Payment of contingent consideration liability	—	(57)
Distribution to noncontrolling interest	(1,346)	(900)
Net cash used by financing activities	(99,724)	(13,171)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(1,444)	415
Net decrease in cash, cash equivalents and restricted cash	(237,066)	(187,344)
Cash, cash equivalents and restricted cash at beginning of period	768,403	502,873
Cash, cash equivalents and restricted cash at end of period	$531,337	$315,529
Supplemental information:
Cash paid for interest	$28,976	$28,695
Cash paid for income taxes	$13,368	$13,775
Lease liabilities arising from obtaining right-of-use assets	$30,776	$24,652

See notes to condensed consolidated financial statements.

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CENTRAL GARDEN & PET COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three and Six Months Ended March 29, 2025

(Unaudited)

1.Basis of Presentation

The condensed consolidated balance sheets of Central Garden & Pet Company and subsidiaries (the “Company” or “Central”) as of

March 29, 2025 and March 30, 2024, the condensed consolidated statements of operations, the condensed consolidated statements of

comprehensive income for the three and six months ended March 29, 2025 and March 30, 2024, and the condensed consolidated statements

of cash flows for the six months ended March 29, 2025 and March 30, 2024 have been prepared by the Company, without audit. In the

opinion of management, the interim financial statements include all normal recurring adjustments necessary for a fair statement of the results

for the interim periods presented.

For the Company’s foreign businesses in the United Kingdom and Canada, the local currency is the functional currency. Assets and

liabilities are translated using the exchange rate in effect at the balance sheet date. Income and expenses are translated at the average

exchange rate for the period. Deferred taxes are not provided on translation gains and losses because the Company expects earnings of its

foreign subsidiaries to be permanently reinvested. Transaction gains and losses are included in results of operations.

Due to the seasonal nature of the Company’s garden business, the results of operations for the three and six months ended March 29,

2025 are not necessarily indicative of the operating results that may be expected for the entire fiscal year. These interim financial statements

should be read in conjunction with the annual audited financial statements, accounting policies and financial notes thereto, included in the

Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2024, which has previously been filed with the Securities

and Exchange Commission. The September 28, 2024 balance sheet presented herein was derived from the audited financial statements.

Noncontrolling Interest

Noncontrolling interest in the Company’s condensed consolidated financial statements represents the 20% interest not owned by

Central in a consolidated subsidiary. Since the Company controls this subsidiary, its financial statements are consolidated with those of the

Company, and the noncontrolling owner’s 20% share of the subsidiary’s net assets and results of operations is deducted and reported as

noncontrolling interest on the condensed consolidated balance sheets and as net income attributable to noncontrolling interest in the

condensed consolidated statements of operations. See Note 8, Supplemental Equity Information, for additional information.

Cash, Cash Equivalents and Restricted Cash

The Company considers cash and all highly liquid investments with an original maturity of three months or less at date of purchase to

be cash and cash equivalents. Restricted cash includes cash and highly liquid instruments that are used as collateral for stand-alone letter of

credit agreements related to normal business transactions. These agreements require the Company to maintain specified amounts of cash as

collateral in segregated accounts to support the letters of credit issued thereunder, which will affect the amount of cash the Company has

available for other uses.

Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash

equivalents.  The Company manages the credit risk associated with cash equivalents by investing with high-quality institutions.  The

Company maintains cash accounts that exceed federally insured limits.  The Company has not experienced any losses from maintaining

cash accounts in excess of such limits.  Management believes that it is not exposed to any significant risks on its cash and cash equivalent

accounts.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated

balance sheets to the condensed consolidated statements of cash flows as of March 29, 2025, March 30, 2024 and September 28, 2024,

respectively.

	March 29, 2025	March 30, 2024	September 28, 2024
	(in thousands)
Cash and cash equivalents	$516,675	$301,332	$753,550
Restricted cash	14,662	14,197	14,853
Total cash, cash equivalents and restricted cash	$531,337	$315,529	$768,403

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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. The Company maintains an

allowance for credit losses related to its trade accounts receivable associated with 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 changes in current and forecasted

macroeconomic conditions.  The Company’s estimate of credit losses includes expected current and future economic and market conditions.

Revenue Recognition

Revenue Recognition and Nature of Products and Services

The Company manufactures, markets and distributes a wide variety of 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. 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 accruals at the end of each period for the

estimated incentive costs incurred but unpaid for these programs. Differences between estimated and actual incentive costs are generally not

material and are recognized in earnings in the period such differences are determined. Reserves for product returns, accrued rebates and

promotional accruals are included in the condensed consolidated balance sheets as part of accrued expenses, and the value of inventory

associated with reserves for sales returns is included within prepaid expenses and other current assets on the condensed consolidated

balance sheets.

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

condensed 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 condensed 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

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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 condensed consolidated statements of cash flows.

Recent Accounting Pronouncements

Recently Issued and Adopted Accounting Updates

There were no recently adopted accounting pronouncements that had a material impact on the Company's condensed consolidated

financial statements.

Accounting Standards Not Yet Adopted

Segment Reporting

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment

Disclosures. This ASU requires enhanced disclosures about significant segment expenses regularly provided to the chief operating decision

maker that are included within each reported measure of segment profit or loss, and also requires all annual disclosures currently required by

Topic 280 to be included in interim periods. ASU No. 2023-07 is to be applied retrospectively for all periods presented in the financial

statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after

December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will

have on the Company’s disclosures.

Income Taxes

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This

ASU primarily requires enhanced disclosures and disaggregation of income tax information by jurisdiction in the annual income tax

reconciliation and quantitative and qualitative disclosures regarding income taxes paid. ASU No. 2023-09 is to be applied prospectively, with

the option to apply the standard retrospectively, effective for fiscal years beginning after December 15, 2024. The Company is currently

evaluating the impact that the adoption of this guidance will have on the Company’s disclosures.

2.Fair Value Measurements

ASC 820 establishes a single authoritative definition of fair value, a framework for measuring fair value and expands disclosure of fair

value measurements. ASC 820 requires financial assets and liabilities to be categorized based on the inputs used to calculate their fair

values as follows:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 - Unobservable inputs for the asset or liability, which reflect the Company’s own assumptions about the assumptions that

market participants would use in pricing the asset or liability (including assumptions about risk).

The Company’s financial instruments include cash and equivalents, short term investments, accounts receivable and payable, 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 Company's financial assets and liabilities measured at fair value on a recurring basis consist of contingent consideration within

Level 3 of the fair value hierarchy.  Such amounts are not material for all periods presented.

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

11

impairment analyses of long-lived assets, goodwill and other intangible assets. During the periods ended March 29, 2025 and March 30,

2024, the Company was not required to measure any significant non-financial assets and liabilities at fair value.

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 March 29, 2025, March 30, 2024 and September 28, 2024 was $359.8 million,

$352.4 million and $367.2 million, respectively, compared to a carrying value of $396.3 million, $395.7 million and $396.0 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 March 29, 2025, March 30, 2024 and September 28, 2024 was $457.2

million, $448.0 million and $465.2 million, respectively, compared to a carrying value of $495.6 million, $494.8 million and $495.2 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 March 29, 2025, March 30, 2024 and September 28, 2024 was

$296.6 million, $291.1 million and $299.2 million, respectively, compared to a carrying value of $298.7 million, $298.2 million and $298.4

million, respectively.

The estimated fair value is based on quoted market prices for these notes, which are Level 2 inputs within the fair value hierarchy.

3.Acquisitions

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 expands the Company’s portfolio with bully and collagen sticks, bones and jerky, adds

scale to its dog and cat business and enhances the Company’s eCommerce and direct-to-consumer capabilities. The purchase price

exceeded the estimated fair value of the net tangible assets acquired by approximately $45 million, of which $23 million was allocated to

identified intangible assets and approximately $5 million to goodwill in the Company's condensed consolidated balance sheet. Financial

results of TDBBS have been included in the results of operations within the Pet segment since the date of acquisition. The following table

summarizes the purchase price and recording of fair values of the assets acquired and liabilities assumed as of the acquisition date and

subsequent adjustments.

	Amounts Recognized as<br><br>of Acquisition Date (1)
Current assets, net of cash and cash equivalents acquired	$22,968
Fixed assets	2,369
Goodwill	4,925
Operating lease right-of-use assets	3,956
Deferred tax assets	15,859
Other intangible assets, net	22,970
Current liabilities	(9,094)
Long-term lease liabilities	(3,727)
Net assets acquired, less cash and cash equivalents	$60,226

(1)  As previously reported in the Company's Form 10-K for the period ended September 28, 2024.

12

4.Inventories, net

Inventories, net of allowance for obsolescence, consist of the following:

	March 29, 2025	March 30, 2024	September 28, 2024
	(in thousands)
Raw materials	$237,133	$267,032	$256,419
Work in progress	146,926	180,877	146,041
Finished goods	423,357	447,595	338,762
Supplies	16,865	18,848	16,721
Total inventories, net	$824,281	$914,352	$757,943

5.Goodwill

The Company tests goodwill for impairment annually (as of the first day of the fourth fiscal quarter), or whenever events occur or

circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount, by first assessing

qualitative factors to determine whether it is more likely than not the fair value of the reporting unit is less than its carrying amount. 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. No impairment of goodwill was recorded

for the six months ended March 29, 2025 and March 30, 2024.

13

6.Other Intangible Assets

The following table summarizes the components of gross and net acquired intangible assets:

	Gross	Accumulated<br><br>Amortization	Accumulated<br><br>Impairment	Net Carrying<br><br>Value
	(in millions)
March 29, 2025
Marketing-related intangible assets – amortizable	$26.0	$(23.1)	$—	$2.9
Marketing-related intangible assets – nonamortizable	266.3	—	(35.0)	231.4
Total	292.3	(23.1)	(35.0)	234.3
Customer-related intangible assets – amortizable	421.7	(188.9)	(17.5)	215.2
Other acquired intangible assets – amortizable	41.9	(35.4)	(0.3)	6.3
Other acquired intangible assets – nonamortizable	7.1	—	(1.2)	5.9
Total	49.1	(35.4)	(1.5)	12.2
Total other intangible assets, net	$763.0	$(247.4)	$(54.0)	$461.7
	Gross	Accumulated<br><br>Amortization	Accumulated<br><br>Impairment	Net Carrying<br><br>Value
	(in millions)
March 30, 2024
Marketing-related intangible assets – amortizable	$22.1	$(21.9)	$—	$0.2
Marketing-related intangible assets – nonamortizable	252.5	—	(29.4)	223.1
Total	274.6	(21.9)	(29.4)	223.3
Customer-related intangible assets – amortizable	416.4	(161.4)	(10.3)	244.7
Other acquired intangible assets – amortizable	39.7	(32.5)	(0.3)	6.9
Other acquired intangible assets – nonamortizable	7.1	—	(1.2)	5.9
Total	46.8	(32.5)	(1.5)	12.8
Total other intangible assets, net	$737.8	$(215.7)	$(41.2)	$480.9
	Gross	Accumulated<br><br>Amortization	Accumulated<br><br>Impairment	Net Carrying<br><br>Value
	(in millions)
September 28, 2024
Marketing-related intangible assets – amortizable	$26.0	$(22.8)	$—	$3.1
Marketing-related intangible assets – nonamortizable	266.3	—	(35.0)	231.4
Total	292.3	(22.8)	(35.0)	234.5
Customer-related intangible assets – amortizable	421.7	(176.4)	(17.5)	227.8
Other acquired intangible assets – amortizable	39.7	(34.3)	(0.3)	5.1
Other acquired intangible assets – nonamortizable	7.1	—	(1.2)	5.9
Total	46.8	(34.3)	(1.5)	11.0
Total other intangible assets, net	$760.8	$(233.5)	$(54.0)	$473.3

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

The Company evaluates long-lived assets, including amortizable and indefinite-lived intangible assets, for impairment whenever events

or changes in circumstances indicate the carrying value may not be recoverable. The Company evaluates indefinite-lived intangible assets on

an annual basis. Factors indicating the carrying value of the Company’s amortizable intangible assets may not be recoverable were not

present in the six months ended March 29, 2025, and accordingly, no impairment testing was performed on these assets.

The Company amortizes its acquired intangible assets with definite lives over periods ranging from four years to 25 years; over

weighted average remaining lives of nine years for marketing-related intangibles, ten years for customer-related intangibles and seven years

for other acquired intangibles. Amortization expense for intangibles subject to amortization was approximately $6.6 million and $8.1 million for

the three months ended March 29, 2025 and March 30, 2024, respectively, and $14.0 million and $16.3 million for the six months ended

March 29, 2025 and March 30, 2024, respectively, and is classified within selling, general and administrative expenses in the condensed

consolidated statements of operations. Estimated annual amortization expense related to acquired intangible assets in each of the

14

succeeding five years is estimated to be approximately $25 million per year from fiscal 2025 through fiscal 2027 and $23 million per year from

fiscal 2028 through fiscal 2029.

7.Long-Term Debt

Long-term debt consists of the following:

	March 29, 2025	March 30, 2024	September 28, 2024
	(in thousands)
Senior notes, interest at 5.125%, payable semi-annually, principal<br><br>due February 2028	$300,000	$300,000	$300,000
Senior notes, interest at 4.125%, payable semi-annually, principal<br><br>due October 2030	500,000	500,000	500,000
Senior notes, interest at 4.125%, payable semi-annually, principal<br><br>due April 2031	400,000	400,000	400,000
Unamortized debt issuance costs	(9,402)	(11,287)	(10,345)
Net carrying value	1,190,598	1,188,713	1,189,655
Asset-based revolving credit facility, interest at SOFR plus a margin<br><br>of 1.00% to 1.50% or Base Rate plus a margin of 0.0% to 0.50%, final<br><br>maturity December 2026.	—	—	—
Other notes payable	248	564	393
Total	1,190,846	1,189,277	1,190,048
Less current portion	(122)	(322)	(239)
Long-term portion	$1,190,724	$1,188,955	$1,189,809

Senior Notes

$400 million 4.125% Senior Notes due 2031

In April 2021, the Company issued $400 million aggregate principal amount of 4.125% senior notes due April 2031 (the "2031 Notes"). The

Company used a portion of the net proceeds from the offering to repay all outstanding borrowings under its 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 the

Company's Credit Facility. The 2031 Notes were issued in a private placement under Rule 144A and will not be registered under the

Securities Act of 1933.

The Company may redeem some or all of the 2031 Notes at any time, at its option, prior to April 30, 2026 at the principal amount plus a

"make whole" premium. 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 a change 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 March 29, 2025.

$500 million 4.125% Senior Notes due 2030

In October 2020, the Company issued $500 million aggregate principal amount of 4.125% senior notes due October 2030 (the "2030

Notes"). The 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.

15

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 the

Company's Credit Facility.

The Company may redeem some or all of the 2030 Notes at any time, at its option, prior to October 15, 2025 at a price equal to 100%

of the principal amount plus a “make-whole” premium. 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 March 29, 2025.

$300 million 5.125% Senior Notes due 2028

In December 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 which are borrowers under or guarantors of the

Company's Credit Facility.

The Company may redeem some or all of the 2028 Notes, at its option, at any time through December 31, 2025, for 100.854%, and on

or after January 1, 2026 for 100.0%, plus accrued and unpaid interest.

The holders of the 2028 Notes have the right to require the Company to repurchase all or a portion of the 2028 Notes at a purchase

price equal to 101.0% 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 March 29, 2025.

Asset-Based Loan Facility Amendment

On December 16, 2021, the Company entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”). The

Credit Agreement 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 “Credit Facility”). The Credit Facility matures on December 16, 2026. The Company may borrow,

repay and reborrow amounts under the Credit Facility until its maturity date, at which time all amounts outstanding under the Credit Facility

must be repaid in full.

The 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 Credit Facility will be used for general corporate

purposes.  Net availability under the Credit Facility was approximately $706 million as of March 29, 2025.  The Credit Facility includes a

$50 million sublimit for the issuance of standby and commercial letters of credit and a $75 million sublimit for swing loan borrowings. As of

March 29, 2025, there were no borrowings outstanding and no letters of credit outstanding under the Credit Facility. Outside of the Credit

Facility, there were other standby and commercial letters of credit of $3.0 million outstanding as of March 29, 2025.

Borrowings under the Credit Facility bear interest at a rate 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 Bank 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 1.00% as of March 29, 2025, and the

applicable margin for Base Rate borrowings fluctuates between 0.00%-0.50%, and was 0.00% as of March 29, 2025. An unused line fee shall

be payable quarterly in respect of the total amount of the unutilized Lenders’ commitments and short-notice borrowings under the Credit

Facility. Standby letter of credit fees 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 Credit Facility.  As of March 29, 2025, the interest rate applicable to Base

Rate borrowings was 7.5%, and the interest rate applicable to one-month SOFR-based borrowings was 5.3%.

16

The Company incurred approximately $2.4 million of debt issuance costs in conjunction with this transaction, which included lender

fees and legal expenses. The debt issuance costs are being amortized over the term of the Credit Facility.

The Credit Facility contains customary covenants, including financial covenants which require the Company to maintain a minimum

fixed charge coverage ratio of 1:1 upon triggered quarterly testing (e.g. when availability falls below certain thresholds established in the

agreement), reporting requirements and events of default. The 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 Credit Facility as of March 29, 2025.

17

8.Supplemental Equity Information

The following table provides a summary of the changes in the carrying amounts of equity attributable to controlling interest and

noncontrolling interest through the six months ended March 29, 2025 and March 30, 2024.

	Controlling Interest
	Common<br><br>Stock	Class A<br><br>Common<br><br>Stock	Class<br><br>B<br><br>Stock	Additional<br><br>Paid In<br><br>Capital	Retained<br><br>Earnings	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Income (Loss)	Total	Noncontrolling<br><br>Interest	Total
	(in thousands)
Balance September 28, 2024	$111	$544	$16	$598,098	$959,511	$(2,626)	$1,555,654	$1,891	$1,557,545
Comprehensive income (loss)	—	—	—	—	14,009	(2,035)	11,974	172	12,146
Amortization of share-based<br><br>awards	—	—	—	3,648	—	—	3,648	—	3,648
Restricted share activity,<br><br>including net share settlement	—	(1)	—	(1,810)	—	—	(1,811)	—	(1,811)
Issuance of common stock,<br><br>including net share settlement<br><br>of stock options	—	1	—	1,789	—	—	1,790	—	1,790
Repurchase of stock	(4)	(13)	—	(14,948)	(37,176)	—	(52,141)	—	(52,141)
Distribution to Noncontrolling<br><br>interest	—	—	—	—	—	—	—	(1,346)	(1,346)
Balance December 28, 2024	$107	$531	$16	$586,777	$936,344	$(4,661)	$1,519,114	$717	$1,519,831
Comprehensive income	—	—	—	—	63,633	46	63,679	1,174	64,853
Amortization of share-based<br><br>awards	—	—	—	2,387	—	—	2,387	—	2,387
Restricted share activity,<br><br>including net share settlement	—	1	—	(3,574)	—	—	(3,573)	—	(3,573)
Issuance of common stock,<br><br>including net share settlement<br><br>of stock options	—	1	—	1,175	—	—	1,176	—	1,176
Repurchase of stock	(5)	(7)	—	(10,996)	(30,262)	—	(41,270)	—	(41,270)
Balance March 29, 2025	$102	$526	$16	$575,769	$969,715	$(4,615)	$1,541,513	$1,891	$1,543,404

18

	Controlling Interest
	Common<br><br>Stock	Class A<br><br>Common<br><br>Stock	Class<br><br>B<br><br>Stock	Additional<br><br>Paid In<br><br>Capital	Retained<br><br>Earnings	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Income (Loss)	Total	Noncontrolling<br><br>Interest	Total
	(in thousands)
Balance September 30, 2023	$111	$544	$16	$594,282	$859,370	$(2,970)	$1,451,353	$1,460	$1,452,813
Comprehensive income	—	—	—	—	430	859	1,289	137	1,426
Amortization of share-based<br><br>awards	—	—	—	4,169	—	—	4,169	—	4,169
Restricted share activity,<br><br>including net share settlement	—	(1)	—	(1,918)	—	—	(1,919)	—	(1,919)
Issuance of common stock,<br><br>including net share settlement<br><br>of stock options	—	2	—	(1,583)	—	—	(1,581)	—	(1,581)
Repurchase of stock	—	—	—	(438)	(984)	—	(1,422)	—	(1,422)
Distribution to Noncontrolling<br><br>interest	—	—	—	—	—	—	—	(900)	(900)
Balance December 30, 2023	$111	$545	$16	$594,512	$858,816	$(2,111)	$1,451,889	$697	$1,452,586
Comprehensive income (loss)	—	—	—	—	61,987	(714)	61,273	682	61,955
Amortization of share-based<br><br>awards	—	—	—	2,163	—	—	2,163	—	2,163
Restricted share activity,<br><br>including net share settlement	—	1	—	(4,344)	—	—	(4,343)	—	(4,343)
Issuance of common stock,<br><br>including net share settlement<br><br>of stock options	—	1	—	(195)	—	—	(194)	—	(194)
Balance March 30, 2024	$111	$547	$16	$592,136	$920,803	$(2,825)	$1,510,788	$1,379	$1,512,167

9.Stock-Based Compensation

The Company recognized share-based compensation expense of $9.5 million and $8.9 million for the six months ended March 29,

2025 and March 30, 2024, respectively, as a component of selling, general and administrative expenses. The tax benefit associated with

share-based compensation expense for the six months ended March 29, 2025 and March 30, 2024 was $2.3 million and $2.1 million,

respectively.

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10.Earnings Per Share

The following is a reconciliation of the numerators and denominators of the basic and diluted per share computations for net income

available to common shareholders.

	Three Months Ended			Six Months Ended
	March 29, 2025			March 29, 2025
	Income	Shares	Per Share	Income	Shares	Per Share
	(in thousands, except per share amounts)
Basic EPS:
Net income available to common shareholders	$63,633	64,140	$0.99	$77,642	64,346	$1.21
Effect of dilutive securities:
Options to purchase common stock	—	78	—	—	94	—
Restricted shares	—	466	$(0.01)	—	560	(0.02)
Performance stock units	—	195	—	—	171	—
Diluted EPS:
Net income available to common shareholders	$63,633	64,879	$0.98	$77,642	65,171	$1.19			Three Months Ended			Six Months Ended
---	---	---	---	---	---	---
	March 30, 2024			March 30, 2024
	Income	Shares	Per Share	Income	Shares	Per Share
	(in thousands, except per share amounts)
Basic EPS:
Net income available to common shareholders	$61,987	65,638	$0.94	$62,417	65,526	$0.95
Effect of dilutive securities:
Options to purchase common stock	—	233	—	—	298	(0.01)
Restricted shares	—	781	(0.01)	—	829	(0.01)
Performance stock units	—	179	—		162	$—
Diluted EPS:
Net income available to common shareholders	$61,987	66,831	$0.93	$62,417	66,815	$0.93

Options to purchase 0.6 million shares of Class A common stock at prices ranging from $20.63 to $41.10 per share were outstanding at

March 29, 2025, and options to purchase 1.0 million shares of Class A common stock at prices ranging from $20.63 to $41.10 per share

were outstanding at March 30, 2024.

For the three months ended March 29, 2025 and March 30, 2024, approximately 0.3 million options outstanding, were not included in

the computation of diluted earnings per share because the effect of including these options would be antidilutive.

For the six months ended March 29, 2025 and March 30, 2024, approximately 0.3 million and 0.4 million options outstanding,

respectively, were not included in the computation of diluted earnings per share because the effect of including these options would be

antidilutive.

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11.Segment Information

Management has determined that the Company has two operating segments, which are also reportable segments based on the level

at which the Chief Operating Decision Maker reviews the results of operations to make decisions regarding performance assessment and

resource allocation. These operating segments are the Pet segment and the Garden segment.  Substantially all of the Company's assets and

operations relate to its business in the United States.  Financial information relating to the Company's business segments is presented in the

table below.

	Three Months Ended		Six Months Ended
	March 29, 2025	March 30, 2024	March 29, 2025	March 30, 2024
	(in thousands)
Net sales:
Pet segment	$453,710	$480,230	$881,172	$889,452
Garden segment	379,827	419,860	608,801	645,171
Total net sales	$833,537	$900,090	$1,489,973	$1,534,623
Operating income (loss)
Pet segment	60,614	62,659	111,871	106,047
Garden segment	58,731	57,066	61,154	48,180
Corporate	(26,021)	(26,278)	(51,709)	(52,368)
Total operating income	93,324	93,447	121,316	101,859
Interest expense - net	(9,358)	(11,473)	(17,088)	(21,180)
Other (expense) income	744	(171)	(973)	822
Income tax expense	19,903	19,134	24,267	18,265
Income including noncontrolling interest	64,807	62,669	78,988	63,236
Net income attributable to noncontrolling interest	1,174	682	1,346	819
Net income attributable to Central Garden & Pet<br><br>Company	$63,633	$61,987	$77,642	$62,417
Depreciation and amortization:
Pet segment	$9,498	$11,124	$19,578	$21,922
Garden segment	10,443	11,014	21,574	22,020
Corporate	705	674	1,428	1,415
Total depreciation and amortization	$20,646	$22,812	$42,580	$45,357
	March 29, 2025	March 30, 2024	September 28, 2024
---	---	---	---
	(in thousands)
Assets:
Pet segment	$1,025,398	$1,038,619	$955,000
Garden segment	1,516,181	1,561,132	1,272,033
Corporate	1,088,038	940,267	1,326,406
Total assets	$3,629,617	$3,540,018	$3,553,439
Goodwill (included in corporate assets above):
Pet segment	$285,323	$277,067	$281,992
Garden segment	269,369	269,369	269,369
Total goodwill	$554,692	$546,436	$551,361

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The tables below present the Company's disaggregated revenues by segment:

	Three Months Ended March 29, 2025			Six Months Ended March 29, 2025
	Pet Segment	Garden<br><br>Segment	Total	Pet Segment	Garden<br><br>Segment	Total
	(in millions)			(in millions)
Other pet products	$152.9	$—	$152.9	$277.8	$—	$277.8
Dog and cat products	137.4	—	137.4	298.1	—	298.1
Other manufacturers' products	110.3	60.9	171.2	215.3	103.2	318.5
Wild bird products	53.1	81.7	134.8	90.0	135.3	225.3
Other garden supplies	—	237.2	237.2	—	370.3	370.3
Total	$453.7	$379.8	$833.5	$881.2	$608.8	$1,490.0			Three Months Ended March 30, 2024			Six Months Ended March 30, 2024
---	---	---	---	---	---	---
	Pet Segment	Garden<br><br>Segment	Total	Pet Segment	Garden<br><br>Segment	Total
	(in millions)			(in millions)
Other pet products	$175.0	$—	$175.0	$302.7	$—	$302.7
Dog and cat products	152.4	—	152.4	297.7	—	297.7
Other manufacturers' products	107.9	85.6	193.5	208.2	132.3	340.5
Wild bird products	44.9	65.8	110.7	80.8	116.6	197.4
Other garden supplies	—	268.5	268.5	—	396.3	396.3
Total	$480.2	$419.9	$900.1	$889.5	$645.2	$1,534.6

12.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 potential 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 retrial of the head start

damages issue concluded in early March 2024, but no decision has been issued by the court.  The Company intends to vigorously pursue its

defenses in any 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.

22

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

Our Company

Central Garden & Pet Company (“Central”) is a market leader in the garden and pet industries in the United States. For over 40 years,

Central has proudly nurtured happy and healthy homes by bringing innovative and trusted solutions to consumers and its customers. We

manage our operations through two reportable segments: Pet and Garden.

Our Pet segment includes dog and cat supplies such as dog treats and chews, toys, pet beds and grooming products, waste

management and training pads, pet containment; supplies for aquatics, small animals, reptiles and pet birds including toys, enclosures and

habitats, bedding, food and supplements; products for equine and livestock, animal and household health and insect control products; live

fish and small animals as well as outdoor cushions. These products are sold under brands such as Aqueon®, Cadet®, C&S®, Comfort

Zone®, Farnam®, Four Paws®, Kaytee®, Nylabone® and Zilla®.

Our Garden segment includes lawn and garden consumables such as grass seed, vegetable, flower and herb packet seed; wild bird

feed, bird houses and other birding accessories; weed, grass, and other herbicides, insecticide and pesticide products; fertilizers and live

plants. These products are sold under brands such as Amdro®, Ferry-Morse®, Pennington® and Sevin®.

In fiscal 2024, our consolidated net sales were $3.2 billion, of which our Pet segment, or Pet, accounted for approximately $1.8 billion

and our Garden segment, or Garden, accounted for approximately $1.4 billion. In fiscal 2024, our operating income was $185 million

consisting of income from our Pet segment of $203 million, income from our Garden segment of $82 million and corporate expenses of $100

million.

We were incorporated in Delaware in May 1992 as the successor to a California corporation that was formed in 1955. Our executive

offices are located at 1340 Treat Boulevard, Suite 600, Walnut Creek, California 94597, and our telephone number is (925) 948-4000. Our

website is www.central.com. The information on our website is not incorporated by reference in this quarterly report.

Recent Developments

Fiscal 2025 Second Quarter Financial Performance:

•Net sales decreased $66.6 million, or 7.4%, from the prior year quarter to $834 million, with Pet net sales decreasing

5.5% and Garden net sales decreasing 9.5%.

•Gross profit decreased $5.8 million from the prior year quarter, while gross margin increased 180 basis points to 32.8%.

•Selling, general and administrative expense decreased $5.7 million from the prior year quarter to $179.8 million and

increased as a percentage of net sales 100 basis points to 21.6%.

•Operating income was $93.3 million in the second quarter of fiscal 2025 and was relatively flat as compared to the

second quarter of 2024. On a non-GAAP basis, operating income was $98.7 million in both periods.

•Net Income in the second quarter of fiscal 2025 was $63.6 million, or $0.98 per diluted share, compared to $62.0 million,

or $0.93 per diluted share, in the second quarter of fiscal 2024.  On a non-GAAP basis, net income was $67.7 million, or

$1.04 per diluted share, in the second quarter of fiscal 2025.

Wind-down of U.K. Operations

In March 2025, we decided to wind-down our operations in the United Kingdom, which also served certain European markets, as we

move to a direct-export model.  As a result, we incurred approximately $5.3 million of one-time costs, including $4.4 million in cost of goods

sold and $0.9 million in selling, general and administrative costs, related to the liquidation of inventory and receivables.  We expect to incur

additional costs, including severance and facility closure costs, in the remaining two quarters of fiscal 2025.

Stock Repurchases

Since our quarter ended March 29, 2025, through April 30, 2025, we have repurchased 0.8 million shares of our non-voting common

stock (CENTA) and 0.4 million shares of our voting common stock (CENT) on the open market at an aggregate cost of $38.7 million.  As of

April 30, 2025, we had approximately $62.5 million remaining under our 2024 Repurchase Authorization.

23

Results of Operations

Three Months Ended March 29, 2025

Compared with Three Months Ended March 30, 2024

Net Sales

Net sales for the three months ended March 29, 2025, decreased $66.6 million, or 7.4%, to $833.5 million from $900.1 million for the

three months ended March 30, 2024. The decline in net sales was driven in part by the timing of customer orders that shifted sales into the

first quarter. Our branded product sales decreased $44.2 million, and sales of other manufacturers’ products decreased $22.4 million.

Pet net sales decreased $26.5 million, or 5.5%, to $453.7 million for the three months ended March 29, 2025, from $480.2 million for

the three months ended March 30, 2024.  The decline in net sales was driven primarily by the timing of customers orders and promotional

events that shifted sales into the first quarter.  Pet sales were also negatively impacted by the continued decline in demand for pet durable

products, particularly our outdoor cushion and pet bed business and our aquatics business.  Pet branded product sales decreased $28.9

million, and sales of other manufacturers' products increased $2.4 million.

Garden net sales decreased $40.1 million, or 9.5%, to $379.8 million for the three months ended March 29, 2025 from $419.9 million

for the three months ended March 30, 2024. Garden net sales declined due primarily to customers shifting pre-season orders into the first

quarter, unfavorable weather resulting in a delayed start to the garden season and decreased sales of third-party products which were

negatively impacted by the loss of distribution of two product lines. These declines were partially offset by increased sales of our Wild Bird

business due to the colder weather.  Garden branded product sales decreased $15.3 million, and sales of other manufacturers' products

decreased $24.8 million.

Gross Profit

Gross profit for the three months ended March 29, 2025 decreased $5.8 million, or 2.1%, to $273.1 million from $278.9 million for the

three months ended March 30, 2024. The decrease in gross profit was due to lower net sales.  Gross margin increased 180 basis points to

32.8% for the three months ended March 29, 2025 from 31.0% for the three months ended March 30, 2024.

Both segments contributed to the improved gross margin, which was driven by productivity gains resulting from our Cost and

Simplicity program (e.g., prior year facility consolidations and the exit of lower margin businesses) and moderating inflation.

On a non-GAAP basis, which excludes the impact of charges for facility closures in the second quarter of fiscal 2025 and fiscal 2024,

non-GAAP gross margin increased 200 basis points to 33.3% for the three months ended March 29, 2025, from 31.3% for the three months

ended March 30, 2024.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased $5.7 million, or 3.1%, to $179.8 million for the three months ended March 29,

2025. As a percentage of net sales, selling, general and administrative expenses increased to 21.6% for the three months ended March 29,

2025, compared to 20.6% in the comparable prior year quarter due primarily to the decrease in net sales. Selling, general and administrative

expenses decreased in both corporate and Garden, while Pet was relatively flat, as compared to the prior year quarter.

Selling and delivery expense decreased $0.7 million to $81.7 million for the three months ended March 29, 2025 as compared to $82.4

million in the prior year quarter. The decreased expense was in the Garden segment due primarily to lower headcount.

Warehouse and administrative expense decreased $5.0 million, or 4.9%, to $98.1 million for the three months ended March 29, 2025

from $103.1 million for the three months ended March 30, 2024. The decrease in warehouse and administrative expense was primarily in

Garden, due in part to a reduced headcount, although both corporate and Pet also had minor decreases.  Corporate expense decreased

$0.3 million due primarily to lower third-party expenses and lower insurance costs. Corporate expenses are included within administrative

expense and relate to the costs of unallocated executive, administrative, finance, legal, human resources, and information technology

functions.

Operating Income

Operating income decreased $0.1 million, or 0.1%, to $93.3 million for the three months ended March 29, 2025 from $93.4 million for

the three months ended March 30, 2024.  Our operating margin increased from 10.4% in the prior year quarter to 11.2% in the current year

quarter. The decrease in operating income was due to reduced net sales partially offset by a 180 basis point increase in gross margin and a

$5.7 million decrease in selling, general and administrative expense.

Pet operating income decreased $2.0 million, or 3.3%, to $60.6 million for the three months ended March 29, 2025 from $62.6 million

for the three months ended March 30, 2024. Pet operating income decreased due to a $26.5 million decline in net sales partially offset by

improved gross margin.

Garden operating income increased $1.7 million to $58.7 million for the three months ended March 29, 2025. Garden operating

income increased due to an improved gross margin and lower selling, general and administrative expenses partially offset by lower net sales.

24

Corporate operating expense decreased $0.3 million, or 1.0%, to $26.0 million for the three months ended March 29, 2025 from $26.3

million for the three months ended March 30, 2024, due primarily to lower third-party expenses and lower insurance costs.

Net Interest Expense

Net interest expense for the three months ended March 29, 2025 decreased $2.1 million, or 18.4%, to $9.4 million from $11.5 million

for the three months ended March 30, 2024. The decrease in net interest expense was due to increased interest income resulting from higher

cash balances during the current quarter. Debt outstanding on March 29, 2025 was $1,190.8 million compared to $1,189.3 million at March

30, 2024.

Other Income

Other income is comprised of income or losses from investments accounted for under the equity method of accounting and foreign

currency exchange gains and losses. Other income increased $0.9 million to $0.7 million of income for the three months ended March 29,

2025 from $0.2 million of expense for the three months ended March 30, 2024.  The increase in other income was due primarily to foreign

currency gains in the current year quarter as compared to foreign currency losses in the prior year quarter.

Income Taxes

Our effective income tax rate was 23.5% for the quarter ended March 29, 2025 and 23.4% for the quarter ended March 30, 2024.

Net Income and Earnings Per Share

Net income in the second quarter of fiscal 2025 was $63.6 million, or $0.98 per diluted share, compared to $62.0 million, or $0.93 per

diluted share, in the second quarter of fiscal 2024. On a non-GAAP basis, net income in the second quarter of fiscal 2025 was $67.7 million,

or $1.04 per diluted share, compared to $66.0 million, or $0.99 per diluted share, in the second quarter of fiscal 2024.

Six Months Ended March 29, 2025

Compared with Six Months Ended March 30, 2024

Net Sales

Net sales for the six months ended March 29, 2025 decreased $45 million, or 2.9%, to $1,490 million from $1,535 million for the six

months ended March 30, 2024.  Our branded product sales decreased $23 million, and sales of other manufacturers’ products decreased

$22 million.

Pet net sales decreased $8.2 million, or 0.9%, to $881 million for the six months ended March 29, 2025 from $889 million for the six

months ended March 30, 2024.  The decline in Pet net sales was due primarily to lower sales of durable items impacting outdoor cushions,

pet beds and aquatics.  Pet branded sales decreased $15 million, and sales of other manufacturer's products increased $7 million.

Garden net sales decreased $36.4 million, or 5.6%, to $609 million for the six months ended March 29, 2025 from $645 million for the

six months ended March 30, 2024. The decline in Garden net sales was due primarily to the loss of two product lines in our third-party

distribution business and unfavorable weather resulting in a later start to the garden season.  The declines were partially offset by increased

sales in our Wild Bird business due to the colder weather.  Garden branded sales decreased $7 million, and sales of other manufacturers’

products decreased $29 million.

Gross Profit

Gross profit for the six months ended March 29, 2025 increased $11.1 million, or 2.4%, to $468.8 million from $457.7 million for the six

months ended March 30, 2024.  Gross margin improved 170 basis points to 31.5% for the six months ended March 29, 2025 from 29.8% for

the six months ended March 30, 2024.

Both the Pet and Garden segments contributed to the increase in gross profit and gross margin, which was driven by productivity gains

resulting from our Cost and Simplicity program.  Prior year initiatives under the program, including facility consolidations, productivity

initiatives and the exit of lower margin business have positively impacted the gross margin as well as moderating inflation.

On a non-GAAP basis, which excludes the impact of the charges related to facility closures in the second quarter of fiscal 2025 and

fiscal 2024, gross profit for the six months ended March 29, 2025 increased $12.9 million, or 2.8%, to $473.2 million from $460.3 million for

the six months ended March 30, 2024.  Non-GAAP gross margin increased 180 basis points to 31.8% for the six months ended March 29,

2025 from 30.0% for the six months ended March 30, 2024.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased $8.4 million, or 2.4%, to $347.5 million for the six months ended March 29,

2025 from $355.9 million for the six months ended March 30, 2024.  As a percentage of net sales, selling, general and administrative

25

expenses increased to 23.3% for the six months ended March 29, 2025 from 23.2% for the comparable prior year six-month period.

Decreased selling, general and administrative expenses in both Garden and corporate were partially offset by increased expense in Pet.

Selling and delivery expense increased $2.7 million, or 1.8%, to $154.4 million for the six months ended March 29, 2025 from $151.7

million for the six months ended March 30, 2024.  The increase was in the Pet segment and due primarily to higher media and digital

marketing spend to support eCommerce sales.

Warehouse and administrative expense decreased $11.1 million, or 5.4%, to $193.1 million for the six months ended March 29, 2025

from $204.2 million for the six months ended March 30, 2024.  Garden, Pet and corporate all contributed to the decrease in warehouse and

administrative expense.  The decrease was due primarily to cost reductions resulting from prior facility closures and the exit of lower margin

business.  Corporate expense decreased $0.7 million due primarily to decreased insurance and third-party expense partially offset by

increased variable compensation. Corporate expenses are included within administrative expense and relate to the costs of unallocated

executive, administrative, finance, legal, human resources, and information technology functions.

Operating Income

Operating income increased $19.5 million, or 19.1%, to $121.3 million for the six months ended March 29, 2025 from $101.8 million for

the six months ended March 30, 2024.  Our operating margin increased to 8.1% for the six months ended March 29, 2025 from 6.6% for the

six months ended March 30, 2024.  Operating income increased due to a $11.1 million increase in gross profit and a 170 basis point

improvement in gross margin, and an $8.4 million decrease in selling, general and administrative expense.

Pet operating income increased $5.8 million, or 5.5%, to $111.9 million for the six months ended March 29, 2025 from $106.1 million

for the six months ended March 30, 2024.  Pet operating income increased due to an increase in gross profit and gross margin, partially

offset by an increase in selling, general and administrative expense.

Garden operating income increased $13.0 million to $61.2 million for the six months ended March 29, 2025 from $48.2 million for the

six months ended March 30, 2024.  Garden operating income increased due to an increase in gross profit and gross margin and lower

selling, general and administrative expenses.

Corporate operating expense decreased $0.7 million to $51.7 million in the current six-month period from $52.4 million in the

comparable fiscal 2024 period due primarily to decreased insurance and third-party expense partially offset by increased variable

compensation.

Net Interest Expense

Net interest expense for the six months ended March 29, 2025 decreased $4.1 million, or 19.3%, to $17.1 million from $21.2 million for

the six months ended March 30, 2024.  The decrease in net interest expense was due to increased interest income resulting from higher

cash balances during the current six-month period. Debt outstanding as of March 29, 2025 was $1,190.8 million compared to $1,189.3 million

as of March 30, 2024.

Other Income (Expense)

Other income (expense) decreased $1.8 million to an expense of $1.0 million for the six months ended March 29, 2025, from income

of $0.8 million for the six months ended March 30, 2024.  The decrease in other income was due primarily to foreign currency losses in the

current six-month period as compared to foreign currency gains in the prior year six-month period.

Income Taxes

Our effective income tax rate was 23.5% for the six-month period ended March 29, 2025 compared to 22.4% for the six-month period

ended March 30, 2024.  The increase in our effective income tax rate was due primarily to a smaller tax benefit from stock compensation

compared to the prior six-month period.

Net Income and Earnings Per Share

Our net income for the six months ended March 29, 2025 was $77.6 million, or $1.19 per diluted share, compared to $62.4 million, or

$0.93 per diluted share, for the six months ended March 30, 2024.

On a non-GAAP basis, net income for the six-month period ended March 29, 2025 was $81.7 million or $1.25 per diluted share,

compared to $66.5 million, or $0.99 per diluted share, for the six-month period ended March 30, 2024.

26

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 one-time 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: we have excluded the charges related to our decision to close distribution and manufacturing facilities 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.

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 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.

2.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.

Net Income and Diluted Net Income Per Share Reconciliation		GAAP to Non-GAAP Reconciliation
		Three Months Ended		Six Months Ended
		March 29,<br><br>2025	March 30,<br><br>2024	March 29,<br><br>2025	March 30,<br><br>2024
		(in thousands, except per share amounts)
GAAP net income attributable to Central Garden & Pet Company		$63,633	$61,987	$77,642	$62,417
Facility closures	(1)(2)	5,339	5,270	5,339	5,270
Tax effect of facility closures & business exit		(1,255)	(1,233)	(1,255)	(1,233)
Non-GAAP net income attributable to Central Garden & Pet Company		$67,717	$66,024	$81,726	$66,454
GAAP diluted net income per share		$0.98	$0.93	$1.19	$0.93
Non-GAAP diluted net income per share		$1.04	$0.99	$1.25	$0.99
Shares used in GAAP and non-GAAP diluted net earnings per share<br><br>calculation		64,879	66,831	65,171	66,815

27

Operating Income Reconciliation	GAAP to Non-GAAP Reconciliation
	Three Months Ended March 29, 2025			Six Months Ended March 29, 2025
	GAAP	Facility<br><br>closure(1)	Non-GAAP	GAAP	Facility<br><br>closure(1)	Non-GAAP
	(in thousands)
Net sales	$833,537	$—	$833,537	$1,489,973	$—	$1,489,973
Cost of goods sold and occupancy	560,454	4,413	556,041	1,021,191	4,413	1,016,778
Gross profit	$273,083	$(4,413)	$277,496	$468,782	$(4,413)	$473,195
Selling, general and administrative expenses	179,759	926	178,833	347,466	926	346,540
Income from operations	$93,324	$(5,339)	$98,663	$121,316	$(5,339)	$126,655
Gross margin	32.8%		33.3%	31.5%		31.8%
Operating margin	11.2%		11.8%	8.1%		8.5%		Operating Income Reconciliation	GAAP to Non-GAAP Reconciliation
---	---	---	---	---	---	---
	Three Months Ended March 30, 2024			Six Months Ended March 30, 2024
	GAAP	Facility<br><br>closures(2)	Non-GAAP	GAAP	Facility<br><br>closures(2)	Non-GAAP
	(in thousands)
Net sales	$900,090	$—	$900,090	$1,534,623	$—	$1,534,623
Cost of goods sold and occupancy	621,210	2,527	618,683	1,076,898	2,527	1,074,371
Gross profit	$278,880	$(2,527)	$281,407	$457,725	$(2,527)	$460,252
Selling, general and administrative expenses	185,433	2,743	182,690	355,866	2,743	353,123
Income from operations	$93,447	$(5,270)	$98,717	$101,859	$(5,270)	$107,129
Gross margin	31.0%		31.3%	29.8%		30.0%
Operating margin	10.4%		11.0%	6.6%		7.0%		Pet Segment Operating Income Reconciliation		GAAP to Non-GAAP Reconciliation
---	---	---	---	---	---
		Three Months Ended		Six Months Ended
		March 29, 2025	March 30, 2024	March 29, 2025	March 30, 2024
		(in thousands)
GAAP operating income		$60,614	$62,659	$111,871	$106,047
Facility closure	(1)	5,339	—	5,339	—
Non-GAAP operating income		$65,953	$62,659	$117,210	$106,047
GAAP operating margin		13.4%	13.0%	12.7%	11.9%
Non-GAAP operating margin		14.5%	13.0%	13.3%	11.9%		Garden Segment Operating Income Reconciliation		GAAP to Non-GAAP Reconciliation
---	---	---	---	---	---
		Three Months Ended		Six Months Ended
		March 29, 2025	March 30, 2024	March 29, 2025	March 30, 2024
		(in thousands)
GAAP operating income		$58,731	$57,066	$61,154	$48,180
Facility closure	(2)	—	5,270	—	5,270
Non-GAAP operating income		$58,731	$62,336	$61,154	$53,450
GAAP operating margin		15.5%	13.6%	10.0%	7.5%
Non-GAAP operating margin		15.5%	14.8%	10.0%	8.3%

28

Adjusted EBITDA Reconciliation		GAAP to Non-GAAP Reconciliation
		Three Months Ended March 29, 2025
		Pet	Garden	Corporate	Total
		(in thousands)
Net income attributable to Central Garden & Pet Company		$—	$—	$—	$63,633
Interest expense, net		—	—	—	9,358
Other income		—	—	—	(744)
Income tax expense		—	—	—	19,903
Net income attributable to noncontrolling interest		—	—	—	1,174
Income (loss) from operations		60,614	58,731	(26,021)	93,324
Depreciation & amortization		9,498	10,443	705	20,646
Noncash stock-based compensation		—	—	4,018	4,018
Facility closure	(1)	5,339	—	—	5,339
Adjusted EBITDA		$75,451	$69,174	$(21,298)	$123,327

29

Adjusted EBITDA Reconciliation		GAAP to Non-GAAP Reconciliation
		Three Months Ended March 30, 2024
		Pet	Garden	Corporate	Total
		(in thousands)
Net income attributable to Central Garden & Pet Company		$—	$—	$—	$61,987
Interest expense, net		—	—	—	11,473
Other expense		—	—	—	171
Income tax expense		—	—	—	19,134
Net income attributable to noncontrolling interest		—	—	—	682
Income (loss) from operations		62,659	57,066	(26,278)	93,447
Depreciation & amortization		11,124	11,014	674	22,812
Noncash stock-based compensation		—	—	2,907	2,907
Facility closures	(2)	—	5,270	—	5,270
Adjusted EBITDA		$73,783	$73,350	$(22,697)	$124,436		Adjusted EBITDA Reconciliation		GAAP to Non-GAAP Reconciliation
---	---	---	---	---	---
		Six Months Ended March 29, 2025
		Pet	Garden	Corporate	Total
		(in thousands)
Net income attributable to Central Garden & Pet Company		$—	$—	$—	$77,642
Interest expense, net		—	—	—	17,088
Other expense		—	—	—	973
Income tax expense		—	—	—	24,267
Net income attributable to noncontrolling interest		—	—	—	1,346
Income (loss) from operations		111,871	61,154	(51,709)	121,316
Depreciation & amortization		19,578	21,574	1,428	42,580
Noncash stock-based compensation		—	—	9,528	9,528
Facility closure	(1)	5,339	—	—	5,339
Adjusted EBITDA		$136,788	$82,728	$(40,753)	$178,763		Adjusted EBITDA Reconciliation		GAAP to Non-GAAP Reconciliation
---	---	---	---	---	---
		Six Months Ended March 30, 2024
		Pet	Garden	Corporate	Total
		(in thousands)
Net income attributable to Central Garden & Pet Company		$—	$—	$—	$62,417
Interest expense, net		—	—	—	21,180
Other income		—	—	—	(822)
Income tax expense		—	—	—	18,265
Net income attributable to noncontrolling interest		—	—	—	819
Income (loss) from operations		106,047	48,180	(52,368)	101,859
Depreciation & amortization		21,922	22,020	1,415	45,357
Noncash stock-based compensation		—	—	8,927	8,927
Facility closures	(2)	—	5,270	—	5,270
Adjusted EBITDA		$127,969	$75,470	$(42,026)	$161,413

Inflation

Our revenues and margins are dependent on various economic factors, including fluctuating rates of inflation, energy costs, interest

rates, and currencies and consumer attitudes toward discretionary spending. Inflation moderated in fiscal 2024 and this has continued into

30

fiscal 2025.  We have benefited from lower cost inventory and significant productivity gains resulting in improved margins.  The imposition of

tariffs and a global trade war, however, could result in higher inflation as the year progresses.

Weather and Seasonality

Our sales of lawn and garden products are impacted by weather conditions in the different markets we serve. Our Garden segment’s

business is highly seasonal.  In fiscal 2024, approximately 66% of our Garden segment’s net sales and 59% of our total net sales occurred

during our second and third fiscal quarters. Substantially all of the Garden segment’s operating income is typically generated in this period.

Liquidity and Capital Resources

We have financed our growth through a combination of cash generated from operations, bank borrowings, supplier credit, and sales of

equity and debt securities.

Our business is seasonal, and our working capital requirements and capital resources track closely to this seasonal pattern. Generally,

during the first fiscal quarter, accounts receivable reach their lowest level while inventory, accounts payable and short-term borrowings begin

to increase. During the second fiscal quarter, receivables, accounts payable and short-term borrowings increase, reflecting the build-up of

inventory and related payables in anticipation of the peak lawn and garden selling season. During the third fiscal quarter, inventory levels

remain relatively constant while accounts receivable peak and short-term borrowings start to decline as cash collections are received during

the peak selling season. During the fourth fiscal quarter, inventory levels are at their lowest, and accounts receivable and payables are

substantially reduced through conversion of receivables to cash.

We service two broad markets: pet supplies and lawn and garden supplies. Our pet supplies businesses have a year round selling

cycle with a slight degree of seasonality. As a result, it is not necessary to maintain large quantities of inventory to meet peak demands. Our

lawn and garden businesses are highly seasonal with approximately 66% of our Garden segment’s net sales occurring during the second and

third fiscal quarters. This seasonality requires the shipment of large quantities of product well ahead of the peak consumer buying periods. To

encourage retailers and distributors to stock large quantities of inventory, industry practice has been for manufacturers to give extended

credit terms and/or promotional discounts.

Operating Activities

Net cash used by operating activities increased by $21.4 million, from $94.3 million for the six months ended March 30, 2024, to

$115.7 million for the six months ended March 29, 2025. The increase in cash used by operating activities was due primarily to changes in

our working capital accounts for the six-month period ended March 29, 2025, as compared to the prior year period, primarily increased

accounts receivable and inventory as well as decreased accrued expenses, all partially offset by increased accounts payable.

Investing Activities

Net cash used in investing activities decreased $60.1 million, from $80.3 million for the six months ended March 30, 2024 to $20.2

million during the six months ended March 29, 2025. The decrease in cash used in investing activities was due primarily to acquisition activity

in the prior year and decreased capital expenditures in the current year.

Financing Activities

Net cash used by financing activities increased $86.6 million, from $13.2 million for the six months ended March 30, 2024, to $99.7

million for the six months ended March 29, 2025. The increase in cash used by financing activities during the current year was due primarily

to increased open market purchases of our common stock as compared to the prior year. During the six months ended March 29, 2025, we

repurchased approximately 2.1 million shares of our non-voting Class A common stock (CENTA) on the open market at an aggregate cost of

approximately $63.2 million, or approximately $30.75 per share, and approximately 0.9 million shares of our voting common stock (CENT) on

the open market at an aggregate cost of approximately $30.2 million, or approximately $35.28 per share. During the six months ended March

30, 2024, we repurchased approximately 0.1 million shares of our non-voting Class A common stock (CENTA) on the open market at an

aggregate cost of approximately $1.4 million, or approximately $28.75 per share.

We expect that our principal sources of funds will be cash generated from our operations and, if necessary, borrowings under our $750

million Credit Facility. Based on our anticipated cash needs, availability under our Credit Facility and the scheduled maturity of our debt, we

believe that our sources of liquidity should be adequate to meet our working capital, capital spending and other cash needs for at least the

next 12 months. However, we cannot assure you that these sources will continue to provide us with sufficient liquidity and, should we require

it, that we will be able to obtain financing on terms satisfactory to us, or at all.

We believe that cash flows from operating activities, funds available under our Credit Facility, and arrangements with suppliers will be

adequate to fund our presently anticipated working capital and capital expenditure requirements for the foreseeable future. We anticipate that

our capital expenditures, which are related primarily to replacements and expansion of and upgrades to plant and equipment and also

investment in our continued implementation of a scalable enterprise-wide information technology platform, will be approximately $60 million in

fiscal 2025, of which we have invested approximately $17 million through March 29, 2025.

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As part of our growth strategy, we have acquired a number of companies in the past, and we anticipate that we will continue to

evaluate potential acquisition candidates in the future. If one or more potential acquisition opportunities, including those that would be

material, become available in the near future, we may require additional external capital. In addition, such acquisitions would subject us to the

general risks associated with acquiring companies, particularly if the acquisitions are relatively large.

Total Debt

At March 29, 2025, our total debt outstanding was $1,190.8 million, as compared with $1,189.3 million at March 30, 2024.

Senior Notes

$400 million 4.125% Senior Notes due 2031

In April 2021, we issued $400 million aggregate principal amount of 4.125% senior notes due April 2031 (the "2031 Notes").  We used

a portion of the net proceeds from the offering to repay all outstanding borrowings under our Credit Facility, with the remainder used for

general corporate purposes.

We incurred approximately $6.0 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 our existing and future domestic restricted subsidiaries which are borrowers under or guarantors of our Credit

Facility. The 2031 Notes were issued in a private placement under Rule 144A and will not be registered under the Securities Act of 1933.

We may redeem some or all of the 2031 Notes at any time, at our option, prior to April 30, 2026 at the principal amount plus a "make

whole" premium. We may redeem some or all of the 2031 Notes at our option, at any time on or after April 30, 2026 for 102.063%, on or after

April 30, 2027 for 101.375%, on or after April 30, 2028 for 100.688% and on or after April 30, 2029 for 100.0%, plus accrued and unpaid

interest.

The holders of the 2031 Notes have the right to require us to repurchase all or a portion of the 2031 Notes at a purchase price equal to

101% of the principal amount of the notes repurchased, plus accrued and unpaid interest, upon the occurrence of a change of control.

The 2031 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject

to certain baskets and exceptions. We were in compliance with all financial covenants as of March 29, 2025.

$500 million 4.125% Senior Notes due 2030

In October 2020, we issued $500 million aggregate principal amount of 4.125% senior notes due October 2030 (the "2030 Notes"). We

used a portion of the net proceeds to redeem all of our outstanding 6.125% senior notes due November 2023 (the "2023 Notes") at a

redemption price of 101.531% plus accrued and unpaid interest, and to pay related fees and expenses, with the remainder used for general

corporate purposes.

We incurred approximately $8.0 million of debt issuance costs associated with this transaction, which included underwriter fees and

legal, accounting and rating agency expenses. The debt issuance costs are being amortized over the term of the 2030 Notes.

The 2030 Notes require semiannual interest payments on October 15 and April 15. The 2030 Notes are unconditionally guaranteed on

a senior basis by each of our existing and future domestic restricted subsidiaries which are borrowers under or guarantors of our Credit

Facility.

We may redeem some or all of the 2030 Notes at any time, at our option, prior to October 15, 2025 at a price equal to 100% of the

principal amount plus a “make-whole” premium.  We may redeem some or all of the 2030 Notes, at our option, in whole or in part, at any time

on or after October 15, 2025 for 102.063%, on or after October 15, 2026 for 101.375%, on or after October 15, 2027 for 100.688% and on or

after October 15, 2028 for 100.0%, plus accrued and unpaid interest.

The holders of the 2030 Notes have the right to require us to repurchase all or a portion of the 2030 Notes at a purchase price equal to

101.0% of the principal amount of the notes repurchased, plus accrued and unpaid interest upon the occurrence of a change of control.

The 2030 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject

to certain baskets and exceptions. We were in compliance with all financial covenants as of March 29, 2025.

$300 Million 5.125% Senior Notes due 2028

In December 2017, we issued $300 million aggregate principal amount of 5.125% senior notes due February 2028 (the "2028 Notes").

We used the net proceeds from the offering to finance acquisitions and for general corporate purposes.

We incurred approximately $4.8 million of debt issuance costs in conjunction with this transaction, which included underwriter fees and

legal, accounting and rating agency expenses. The debt issuance costs are being amortized over the term of the 2028 Notes.

32

The 2028 Notes require semiannual interest payments on February 1 and August 1. The 2028 Notes are unconditionally guaranteed on

a senior basis by our existing and future domestic restricted subsidiaries who are borrowers under or guarantors of our Credit Facility.

We may redeem some or all of the 2028 Notes at our option, through December 31, 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. We were in compliance with all financial covenants as of March 29, 2025.

Asset-Based Loan Facility Amendment

On December 16, 2021, we entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit

Agreement 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 we exercise the uncommitted accordion feature set forth

therein (collectively, the “Credit Facility”). The Credit Facility matures on December 16, 2026. We may borrow, repay and reborrow amounts

under the Credit Facility until its maturity date, at which time all amounts outstanding under the Credit Facility must be repaid in full.

The Credit Facility is subject to a borrowing base that is calculated using a formula based upon eligible receivables and inventory, and

at our election, eligible real property, minus certain reserves. Proceeds of the Credit Facility will be used for general corporate purposes. Net

availability under the Credit Facility was approximately $706 million as of March 29, 2025. The Credit Facility includes a $50 million sublimit

for the issuance of standby and commercial letters of credit and a $75 million sublimit for swing loan borrowings. As of March 29, 2025, there

were no borrowings outstanding and no letters of credit outstanding under the Credit Facility. Outside of the Credit Facility, there were other

standby and commercial letters of credit of $3.0 million outstanding as of March 29, 2025.

Borrowings under the Credit Facility bear interest at a rate based on SOFR (which will not be less than 0.00%) or, at our option, the

Base Rate, plus, in either case, an applicable margin based on our usage under the Credit Facility. Base Rate is defined as the highest of (a)

the Truist prime Bank 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 1.00% as of March 29, 2025, and the applicable margin for Base

Rate borrowings fluctuates between 0.00%-0.50%, and was 0.00% as of March 29, 2025. An unused line fee shall be payable quarterly in

respect of the total amount of the unutilized Lenders’ commitments and short-notice borrowings under the Credit Facility. Standby letter of

credit fees 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. We are also required to pay certain fees to the

administrative agent under the Credit Facility. As of March 29, 2025, the interest rate applicable to Base Rate borrowings was 7.5%, and the

interest rate applicable to one-month SOFR-based borrowings was 5.3%.

We incurred approximately $2.4 million of debt issuance costs in conjunction with this transaction, which included lender fees and legal

expenses. The debt issuance costs are being amortized over the term of the Credit Facility.

The Credit Facility contains customary covenants, including financial covenants which require us to maintain a minimum fixed charge

coverage ratio of 1:1 upon triggered quarterly testing (e.g. when availability falls below certain thresholds established in the agreement),

reporting requirements and events of default. The Credit Facility is secured by substantially all assets of the borrowing parties, including (i)

pledges of 100% of the stock or other equity interest of each domestic subsidiary that is directly owned by such entity and (ii) 65% of the

stock or other equity interest of each foreign subsidiary that is directly owned by such entity, in each case subject to customary exceptions.

We were in compliance with all financial covenants under the Credit Facility as of March 29, 2025.

Summarized Financial Information for Guarantors and the Issuer of Guaranteed Securities

Central (the "Parent/Issuer") issued $400 million of 2031 Notes in April 2021, $500 million of 2030 Notes in October 2020, and $300

million of 2028 Notes in December 2017. The 2031 Notes, 2030 Notes and 2028 Notes are fully and unconditionally guaranteed on a joint

and several senior basis by each of our existing and future domestic restricted subsidiaries (the "Guarantors") which are guarantors of our

Credit Facility. The 2031 Notes, 2030 Notes and 2028 Notes are unsecured senior obligations and are subordinated to all of our existing and

future secured debt, including our Credit Facility, to the extent of the value of the collateral securing such indebtedness. There are no

significant restrictions on the ability of the Guarantors to make distributions to the Parent/Issuer. Certain subsidiaries and operating divisions

of the Company do not guarantee the 2031, 2030 or 2028 Notes and are referred to as the Non-Guarantors.

The Guarantors jointly and severally, and fully and unconditionally, guarantee the payment of the principal and premium, if any, and

interest on the 2031, 2030 and 2028 Notes when due, whether at stated maturity of the 2031, 2030 and 2028 Notes, by acceleration, call for

redemption or otherwise, and all other obligations of the Company to the holders of the 2031, 2030 and 2028 Notes and to the trustee under

the indenture governing the 2031, 2030 and 2028 Notes (the "Guarantee"). The Guarantees are senior unsecured obligations of each

Guarantor and are of equal rank with all other existing and future senior indebtedness of the Guarantors.

33

The obligations of each Guarantor under its Guarantee shall be limited to the maximum amount as well, after giving effect to all other

contingent and fixed liabilities of such Guarantor and to any collections from or payments made by or on behalf of any other Guarantor in

respect of the obligations of such Guarantor under the guarantee not constituting a fraudulent conveyance or fraudulent transfer under

Federal or state law.

The Guarantee of a Guarantor will be released:

(1) upon any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or

consolidation), in accordance with the governing indentures, to any person other than the Company;

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

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

(4) if the Company exercises its legal defeasance option or covenant defeasance option or the discharge of the Company's obligations

under the indentures in accordance with the terms of the indentures.

The following tables present summarized financial information of the Parent/Issuer subsidiaries and the Guarantor subsidiaries. All

intercompany balances and transactions between subsidiaries under Parent/Issuer and subsidiaries under the Guarantor have been

eliminated. The information presented below excludes eliminations necessary to arrive at the information on a consolidated basis. In

presenting the summarized financial statements, the equity method of accounting has been applied to the Parent/Issuer's interests in the

Guarantor Subsidiaries. The summarized information excludes financial information of the Non-Guarantors, including earnings from and

investments in these entities.

Summarized Statements of<br><br>Operations	Six Months Ended		Fiscal Year Ended
	March 29, 2025		September 28, 2024
	Parent/Issuer	Guarantors	Parent/Issuer	Guarantors
	(in thousands)
Net sales	$391,195	$1,093,469	$694,083	$2,491,748
Gross profit	$96,318	$370,940	$154,310	$771,737
Income (loss) from operations	$6,787	$121,138	$(6,164)	$189,406
Equity in earnings of Guarantor subsidiaries	$99,833	$—	$163,797	$—
Net income (loss)	$(11,427)	$99,833	$(58,047)	$163,797		Summarized Balance Sheet<br><br>Information	As of		As of
---	---	---	---	---
	March 29, 2025		September 28, 2024
	Parent/Issuer	Guarantors	Parent/Issuer	Guarantors
	(in thousands)
Current assets	$789,923	$1,137,814	$936,497	$896,476
Intercompany receivable from Non-guarantor<br><br>subsidiaries	81,402	—	76,084	—
Other assets	3,915,327	3,236,994	3,799,521	3,330,344
Total assets	$4,786,652	$4,374,808	$4,812,102	$4,226,820
Current liabilities	$187,582	$394,247	$164,607	$342,289
Intercompany payable from Non-guarantor<br><br>subsidiaries	—	1,625	—	1,003
Long-term debt	1,190,598	126	1,189,655	154
Other liabilities	1,844,917	222,712	1,888,312	234,308
Total liabilities	$3,223,097	$618,710	$3,242,574	$577,754

New Accounting Pronouncements

Refer to Footnote 1 in the notes to the condensed consolidated financial statements for new accounting pronouncements.

34

Critical Accounting Policies, Estimates and Judgments

There have been no material changes to our critical accounting policies, estimates and assumptions or the judgments affecting the

application of those accounting policies since our Annual Report on Form 10-K for the fiscal year ended September 28, 2024.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in our exposure to market risk from that discussed in our Annual Report on Form 10-K for the

fiscal year ended September 28, 2024.

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, including our Principal Executive Officer and Principal Financial Officer, have reviewed, as of the end of the period

covered by this report, the “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and

15d-15(e)) that ensure that information relating to the Company required to be disclosed by us in the reports that we file or submit under the

Exchange Act is recorded, processed, summarized and reported in a timely and proper manner and that such information is accumulated and

communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely

decisions regarding required disclosure. Based upon this review, such officers concluded that our disclosure controls and procedures were

effective as of March 29, 2025.

Changes in Internal Control over Financial Reporting

Our management, with the participation of our Principal Executive Officer and our Principal Financial Officer, have evaluated whether

any change in our internal control over financial reporting occurred during the second quarter of fiscal 2025.  There were no changes in our

internal control over financial reporting during the quarter ended March 29, 2025 that have materially affected, or are reasonably likely to

materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.Legal Proceedings

In 2012, Nite Glow Industries, Inc. and its owner, Marni Markell, (“Nite Glow”) filed suit in the 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 retrial of the head start

damages issue concluded in early March 2024, but no decision has been issued by the court. The Company intends to vigorously pursue its

defenses in any future proceedings and believes that it will prevail on the merits as to the head start damages issue. While the Company

believes that the ultimate resolution of this matter will not have a material impact on the Company's consolidated financial statements, the

outcome of litigation is inherently uncertain and the final resolution of this matter may result in expense to the Company in excess of

management's expectations.

From time to time, we are involved in certain legal proceedings in the ordinary course of business. Except as discussed above, we are

not currently a party to any other legal proceedings that management believes would have a material effect on our financial position or results

of operations.

Item 1A.Risk Factors

There have been no material changes from the risk factors previously disclosed in Item 1A to Part I of our Form 10-K for the fiscal year

ended September 28, 2024.

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

The following table sets forth the repurchases of any equity securities during the fiscal quarter ended March 29, 2025 and the dollar

amount of authorized share repurchases remaining under our stock repurchase program.

Period	Total Number of<br><br>Shares (or Units)<br><br>Purchased		Average<br><br>Price Paid<br><br>per Share<br><br>(or Units)	Total Number of<br><br>Shares (or Units)<br><br>Purchased as Part<br><br>of Publicly<br><br>Announced Plans<br><br>or Programs (1)(2)	Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1)(2)
December 29, 2024 - February 1, 2025	4,804	(3)	$30.68	—	131,028,000
February 2, 2025 - March 1, 2025	181,824	(2)	32.62	77,453	131,028,000
March 2, 2025 - March 29, 2025	1,156,651	(1) (2)	33.51	1,156,651	101,172,000
Total	1,343,279		$33.38	1,234,104	101,172,000

All values are in US Dollars.

(1)In August 2019, our Board of Directors authorized a share repurchase program to purchase up to $100 million of our 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. In December 2024, our Board of Directors authorized a

$100 million increase in the share repurchase program, (the "2024 Repurchase Authorization"). The 2024 Repurchase Authorization

has no fixed expiration date and expires when the amount authorized has been used or the Board withdraws its authorization. The

repurchase of shares may be limited by certain financial covenants in our credit facility that restrict our ability to repurchase our stock.

As of March 29, 2025, we had $101 million of authorization remaining under our 2024 Repurchase Authorization and 2019

Repurchase Authorization, collectively.

(2)In February 2019, our Board of Directors authorized us to make supplemental stock purchases to minimize dilution resulting from

issuances under our equity compensation plans (the “Equity Dilution Authorization”). In addition to our 2019 and 2024 Repurchase

Authorizations, we are permitted to purchase annually a number of shares equal to the number of shares of restricted stock and stock

options granted in the prior fiscal year, to the extent not already repurchased, and the current fiscal year. The Equity Dilution

Authorization has no fixed expiration date and expires when the Board withdraws its authorization.

(3)Shares purchased during the period indicated include withholding of a portion of shares to cover taxes in connection with the vesting

of restricted stock and do not reduce the dollar value of shares that may be purchased under our stock repurchase plan.

(4)During the period, we repurchased 1,234,104 shares under the two programs:  734,354 CENTA shares and 499,750 CENT shares,

including 343,055 shares repurchased under the Equity Dilution Authorization and 891,049 shares repurchased under the 2019

Repurchase Authorization.

Item 3.Defaults Upon Senior Securities

Not applicable

Item 4.Mine Safety Disclosures

Not applicable

Item 5.Other Information

During the quarter ended March 29, 2025, none of our directors or officers informed us of the adoption, modification or termination of a

"Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defined in Regulation S-K, Item 408.

36

Item 6.	Exhibits
		Incorporated by Reference
Exhibit<br><br>Number	Exhibit	Form	File No.	Exhibit	Filing Date	Filed<br><br>Herewith	Furnished,<br><br>Not Filed
22	List of Guarantor Subsidiaries					X
31.1	Certification of Principal Executive Officer Pursuant<br><br>to Section 302 of the Sarbanes-Oxley Act of 2002.					X
31.2	Certification of Principal Financial Officer Pursuant to<br><br>Section 302 of the Sarbanes-Oxley Act of 2002.					X
32.1	Certification of Principal Executive Officer Pursuant<br><br>to 18 U.S.C. Section 1350.					X
32.2	Certification of Principal Financial Officer Pursuant to<br><br>18 U.S.C. Section 1350.					X
101	The following financial statements from the<br><br>Company’s Quarterly Report on Form 10-Q for the<br><br>quarter ended March 29, 2025, formatted in Inline<br><br>XBRL: (i) Condensed Consolidated Statements of<br><br>Cash Flows, (ii) Condensed Consolidated<br><br>Statements of Operations, (iii) Condensed<br><br>Consolidated Statements of Comprehensive Income,<br><br>(iv) Condensed Consolidated Balance Sheets, and<br><br>(v) Notes to Condensed Consolidated Financial<br><br>Statements, tagged as blocks of text and including<br><br>detailed tags.					X
104	The cover page from the Company's Quarterly<br><br>Report on Form 10-Q for the quarter ended March<br><br>29, 2025, formatted in Inline XBRL (included as<br><br>Exhibit 101)

37

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned thereunto duly authorized.

CENTRAL GARDEN & PET COMPANY
Registrant
Dated: May 8, 2025
/s/ NICHOLAS LAHANAS
Nicholas Lahanas
Chief Executive Officer
(Principal Executive Officer)
/s/ BRADLEY G. SMITH
Bradley G. Smith
Chief Financial Officer
(Principal Financial Officer)

Document

Exhibit 22

LIST OF GUARANTOR SUBSIDIARIES

The following subsidiaries of Central Garden & Pet Company (the "Company") were, as of March 29, 2025, guarantors of the Company's $400 million aggregate principal amount of 4.125% senior notes due April 2031, $500 million aggregate principal amount of 4.125% senior notes due October 2030, and the Company’s $300 million aggregate principal amount of 5.125% senior notes due February 2028.

NAME OF GUARANTOR SUBSIDIARY	JURISDICTION OF FORMATION
A.E. McKenzie Co. ULC	British Columbia, Canada
All-Glass Aquarium Co., Inc.	Wisconsin
Aquatica Tropicals, Inc.	Delaware
Arden Companies, LLC	Michigan
B2E Biotech, LLC	Delaware
B2E Corporation	New York
B2E Manufacturing, LLC	Delaware
B2E Microbials, LLC	Delaware
Bell Nursery Holdings, LLC	Delaware
Bell Nursery USA, LLC	Delaware
Blue Springs Hatchery, Inc.	Delaware
BRP Hold Nightingale, LLC	Delaware
BRP Hold Ox, LLC	Delaware
C&S Products Co., Inc.	Iowa
D & D Commodities Limited	Minnesota
Farnam Companies, Inc.	Arizona
Ferry_Morse Seed Company	Delaware
Flora Parent, Inc.	Delaware
Florida Tropical Distributors International, Inc.	Delaware
Four Paws Products, Ltd.	New York
Gro Tec, Inc.	Georgia
Gulfstream Home & Garden, Inc.	Florida
Hydro-Organics Wholesale	California
IMS Southern, LLC	Utah
IMS Trading, LLC	Utah
K&H Manufacturing, LLC	Delaware
Kaytee Products, Incorporated	Wisconsin
Livingston Seed Company	Delaware
Marteal, Ltd.	California
Matson, LLC	Washington
Midwest Tropicals LLC	Utah
New England Pottery, LLC	Delaware
Nexgen Turf Research, LLC	Oregon
P&M Solutions, LLC	Georgia
Pennington Seed, Inc.	Delaware
Pets International, Ltd.	Illinois
---	---
Plantation Products, LLC	Delaware
Quality Pets, LLC	Utah
Seed Holdings, Inc.	Delaware
Segrest, Inc.	Delaware
Segrest Farms, Inc.	Delaware
Sun Pet, Ltd.	Delaware
Sustainable Agrico LLC	Delaware
TDBBS, LLC	Delaware
T.F.H. Publications, Inc.	Delaware
Wellmark International	California

Q2 2025 EXHIBIT 31.1 EXHIBIT 31.1

I, Nicholas Lahanas, certify that:

1.I have reviewed this report on Form 10-Q for the quarter ended March 29, 2025 of Central Garden & Pet Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact

necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading

with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material

respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this

report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as

defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act

Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed

under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,

is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be

designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our

conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this

report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the

registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has

materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial

reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the

equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting

which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial

information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the

registrant’s internal control over financial reporting.

Date: May 08, 2025

/s/ NICHOLAS LAHANAS
Nicholas Lahanas
Chief Executive Officer
(Principal Executive Officer)

Q2 2025 EXHIBIT 31.2 EXHIBIT 31.2

I, Bradley G. Smith, certify that:

1.I have reviewed this report on Form 10-Q for the quarter ended March 29, 2025 of Central Garden & Pet Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact

necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading

with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material

respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this

report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as

defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act

Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed

under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,

is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be

designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our

conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this

report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the

registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has

materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial

reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the

equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting

which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial

information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the

registrant’s internal control over financial reporting.

Date: May 08, 2025

/s/ BRADLEY G. SMITH
Bradley G. Smith
Chief Financial Officer
(Principal Financial Officer)

Q2 2025 EXHIBIT 32.1 EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying quarterly report on Form 10-Q of Central Garden & Pet Company for the quarter ended

March 29, 2025 (the “Report”), I, Nicholas Lahanas, Chief Executive Officer of Central Garden & Pet Company, hereby certify pursuant to 18

U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)such Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in such Report presents, in all material respects, the financial condition and results of

operations of Central Garden & Pet Company.

May 08, 2025

/s/ NICHOLAS LAHANAS
Nicholas Lahanas
Chief Executive Officer
(Principal Executive Officer)

Q2 2025 EXHIBIT 32.2 EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying quarterly report on Form 10-Q of Central Garden & Pet Company for the quarter ended

March 29, 2025 (the “Report”), I, Bradley G. Smith, Principal Financial Officer of Central Garden & Pet Company, hereby certify pursuant to

18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)such Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in such Report presents, in all material respects, the financial condition and results of

operations of Central Garden & Pet Company.

May 08, 2025

/s/ BRADLEY G. SMITH
Bradley G. Smith
Chief Financial Officer
(Principal Financial Officer)