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CENTRAL GARDEN & PET CO

For the period ended Jun 29, 2024. Filed Aug 8, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 29, 2024 · Filed Aug 8, 2024

CENT$47.78-0.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-30; filed 2024-05-09.

0000887733-24-000011

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

Current report: 10-Q

Period ended 2024-06-29; filed 2024-08-08.

0000887733-24-000023

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 145 previous paragraphs and 151 current paragraphs.

79 unchanged; 51 reworded; 19 added; 15 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 12 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (19)

Current report

•Operating income declined $6.9 million from the prior year quarter to $115.9 million. On a non-GAAP basis, operating income declined $9.7 million from the prior year quarter.

Current report

In August 2024, given the recent significant decrease in market prices for grass seed, we determined it will be necessary to write down the value of our grass seed inventory. We currently anticipate a charge in the range of $15-20 million in our fourth quarter of fiscal 2024.

Current report

Gross profit for the three months ended June 29, 2024 decreased $1.0 million, or 0.3%, to $317.1 million from $318.1 million for the three months ended June 24, 2023. Gross margin increased 70 basis points to 31.8% for the three months ended June 29, 2024 from 31.1% for the three months ended June 24, 2023. The gross margin improvement was driven by the benefits from the prior year initiatives under our Cost and Simplicity program and moderating inflation.

Current report

An increase in gross margin in the Pet segment was partially offset by a decrease in the Garden segment. Both Pet and Garden benefited from prior year projects under our Cost and Simplicity program and moderating inflation. Pet was positively impacted by our exit of the private-label pet bed business and closure of the associated manufacturing and distribution facility in the third quarter of fiscal 2023. The Garden gross margin was negatively impacted by the lower sell through of live plants which was only partially offset by the positive impact of moderating inflation.

Current report

On a non-GAAP basis, which excludes the impact of the charges for the facility closures in the current and prior year periods and the charges in the current year related to our decision to exit the pottery business, gross profit for the three months ended June 29, 2024 decreased $0.4 million, or 0.1%, to $325.7 million from $326.1 million for the three months ended June 24, 2023. Non-GAAP gross margin increased 80 basis points to 32.7% for the three months ended June 29, 2024 from 31.9% for the three months ended June 24, 2023.

Current report

Corporate operating expense increased $4.5 million, or 17.5%, to $29.7 million for the three months ended June 29, 2024 from $25.2 million for the three months ended June 24, 2023. Corporate expense increased due primarily to increased third-party expenses, primarily legal costs, and increased salary and variable compensation expense.

Current report

Gross profit for the nine months ended June 29, 2024 increased $25.4 million, or 3.4%, to $774.8 million from $749.4 million for the nine months ended June 24, 2023. Gross margin improved 130 basis points to 30.6% for the nine months ended June 29, 2024 from 29.3% for the nine months ended June 24, 2023. An increase in gross profit and gross margin in Pet was partially offset by declines in Garden.

Current report

Pet was positively impacted by our exit of the private-label pet bed business and closure of the associated manufacturing and distribution facility in the prior year, other smaller productivity initiatives and moderating inflation. Garden was negatively impacted by lower sales of live goods and by two fiscal 2024 initiatives under our Cost and Simplicity program, the closure of a manufacturing facility in the second quarter and our decision to exit the pottery business in the third quarter.

Current report

On a non-GAAP basis, which excludes the impact of the charges for the facility closures in the current and prior year and the charges related to our decision to exit the pottery business in the current year, gross profit for the nine months ended June 29, 2024 increased $28.5 million, or 3.8%, to $785.9 million from $757.4 million for the nine months ended June 24, 2023. Non-GAAP gross margin increased 150 basis points to 31.1% for the nine months ended June 29, 2024 from 29.6% for the nine months ended June 24, 2023. Both Pet and Garden contributed to the increase in gross margin.

Current report

Garden operating income decreased $16.2 million to $110.7 million for the nine months ended June 29, 2024 from $126.9 million for the nine months ended June 24, 2023. Garden operating income decreased due to a decrease in net sales and gross profit and a minor increase in selling, general and administrative expense.

Current report

On a non-GAAP basis, net income for the nine-month period ended June 29, 2024 was $154.7 million or $2.31 per diluted share, compared to $133.4 million, or $2.00 per diluted share, for the nine month period ended June 24, 2023.

Current report

During the third quarter of fiscal 2024, we recognized incremental expense of $11.1 million in the consolidated statement of operations, from the decision to exit the pottery business, the closure of a live goods distribution facility in Delaware and the relocation of our grass seed research facility.

Current report

During the third quarter of fiscal 2023, we recognized incremental expense of $13.9 million in the consolidated statement of operations, from the closure of a leased manufacturing and distribution pet bedding facility in Athens, Texas.
Removed paragraphs (15)

Previous report

•Operating income increased $15.4 million from the prior year quarter to $93.4 million.

Previous report

Gross profit for the three months ended March 30, 2024 increased $19.3 million, or 7.4%, to $278.9 million from $259.6 million for the three months ended March 25, 2023. Gross margin increased 240 basis points to 31.0% for the three months ended March 30, 2024 from 28.6% for the three months ended March 25, 2023. Gross profit and gross margin increased in both the Pet and Garden segments. Both Pet and Garden benefited from prior year projects under our Cost and Simplicity program. Pet was positively impacted by our exit of the private-label pet bed business and closure of the associated manufacturing and distribution facility, and Garden was positively impacted by our exit from the independent garden channel distribution business, both in the third quarter of fiscal 2023. Both segments’ gross profit and gross margin further benefited from moderating input costs.

Previous report

Garden operating income increased $7.5 million to $57.1 million for the three months ended March 30, 2024 from $49.6 million for the three months ended March 25, 2023. Garden operating income increased due to an improved gross margin and a slight decrease in selling, general and administrative expense, partially offset by lower sales, due to our exit of the independent garden channel distribution business.

Previous report

Corporate operating expense decreased $0.5 million, or 2.1%, to $26.3 million for the three months ended March 30, 2024 from $26.8 million for the three months ended March 25, 2023. Corporate expense decreased due primarily to lower equity compensation amounts due to forfeitures resulting from employee terminations, partially offset by increased third party expenses, primarily legal costs.

Previous report

was due primarily to foreign currency losses in the current year quarter and proceeds from the sale of a small investment in the prior year quarter.

Previous report

Gross profit for the six months ended March 30, 2024 increased $26.4 million, or 6.1%, to $457.7 million from $431.3 million for the six months ended March 25, 2023. Gross margin improved 170 basis points to 29.8% for the six months ended March 30, 2024 from 28.1% for the six months ended March 25, 2023. Both Garden and Pet contributed to the increase in gross profit and gross margin as both Pet and Garden benefited from prior year projects under our Cost and Simplicity program. Pet gross profit and gross margin were positively impacted by our exit of the private-label pet bed business and closure of the associated manufacturing and distribution facility, and Garden was positively impacted by our exit from the independent garden center distribution business, both in the third quarter of fiscal 2023. Both segments’ gross profit and gross margin further benefited from moderating input costs.

Previous report

Debt outstanding on March 30, 2024 was $1,189.3 million compared to $1,212.3 million as of March 25, 2023.

Previous report

On a non-GAAP basis, which excludes the impact of the closure of a manufacturing facility and the consolidation of our Southeast distribution network in the second quarter of fiscal 2024 and our exit of the independent garden channel distribution business in the third quarter of fiscal 2023, net income in the second quarter of fiscal 2024 was $66.4 million, or $0.99 per diluted share.
Reworded paragraphs (51)

Previous wording

•Net sales decreased $8.9 million, or 1.0%, from the prior year quarter to $900.1 million. Organic net sales decreased 0.7% with Pet organic sales decreasing 3.0% and Garden organic sales increasing 1.9%.

Current wording

•Net sales decreased $27.0 million, or 2.6%, from the prior year quarter to $996 million. Organic net sales decreased 2.9% with Pet organic sales decreasing 2.2% and Garden organic sales decreasing 3.7%.

Previous wording

•Gross profit increased $19.2 million from the prior year quarter, and gross margin increased 240 basis points to 31.0%.

Current wording

•Gross profit decreased $1.0 million from the prior year quarter, and gross margin increased 70 basis points to 31.8%.

Previous wording

•Selling, general and administrative expense increased $3.8 million from the prior year quarter to $185.4 million and as a percentage of net sales increased 60 basis points to 20.6%.

Current wording

•Selling, general and administrative expense increased $5.9 million from the prior year quarter to $201.1 million and as a percentage of net sales increased 110 basis points to 20.2%.

Previous wording

•Net Income in the second quarter of fiscal 2024 was $62.0 million, or $0.93 per diluted share, compared to $48.1 million, or $0.72 per diluted share, in the second quarter of fiscal 2023. On a non-GAAP basis, net income was $66.0 million, or $0.99 per diluted share, in the second quarter of fiscal 2024.

Current wording

•Net Income in the third quarter of fiscal 2024 was $79.7 million, or $1.19 per diluted share, compared to $83.1 million, or $1.25 per diluted share, in the third quarter of fiscal 2023. On a non-GAAP basis, net income was $88.2 million, or $1.32 per diluted share, in the third quarter of fiscal 2024.

Previous wording

During the second quarter of fiscal year 2024, as part of our Cost and Simplicity program we decided to close a manufacturing facility in Chico, California. Additionally, In the second quarter, we also began the Southeast consolidation of four distribution locations into one new modern facility, which we expect to be completed by year-end. Both activities reflect our ongoing network optimization initiative to achieve a simpler, more efficient manufacturing and distribution network. As a result, we incurred approximately $5.3 million of one-time costs, including $2.5 million in cost of goods sold and $2.8 million in selling, general and administrative costs, composed of charges for facility closures, duplicate lease costs, severance, and inventory liquidation, the majority of which were non-cash.

Current wording

During the second quarter of fiscal year 2024, as part of our Cost and Simplicity program we decided to close a manufacturing facility in Chico, California. Additionally, in the second quarter, we began the Southeast consolidation of four distribution locations into one new modern facility, which we expect to be completed by year-end. As a result, we incurred approximately $5.3 million of one-time costs, including $2.5 million in cost of goods sold and $2.8 million in selling, general and administrative costs, comprised of charges for facility closures, severance, and impairment of inventory, the majority of which were non-cash.

Previous wording

In December 2023, our Board of Directors approved a stock dividend in the form of one share of the Company's Class A Common Stock for every four outstanding shares of its Common Stock, Class A Common Stock and Class B Stock. Dividend shares of Class A Common Stock were distributed on February 8, 2024, to stockholders of record January 8, 2024. The Company believes the stock dividend will increase liquidity, which should benefit stockholders and provide the Company with more flexibility to pursue its growth objectives.

Current wording

In December 2023, our Board of Directors approved a stock dividend in the form of one share of the Company's Class A Common Stock for every four outstanding shares of its Common Stock, Class A Common Stock and Class B Stock. Dividend shares of Class A Common Stock were distributed on February 8, 2024, to stockholders of record as of January 8, 2024. The Company believes the stock dividend will increase liquidity, which should benefit stockholders and provide the Company with more flexibility to pursue its growth objectives.

Previous wording

Unless noted, all Class A Common share and per share amounts contained in the condensed consolidated financial statements and management's discussion and analysis have been retroactively adjusted to reflect the one-for-four stock dividend.

Current wording

Unless noted, all Class A Common share and per share amounts contained in the condensed consolidated financial statements and this management's discussion and analysis have been retroactively adjusted to reflect the one-for-four stock dividend.

Previous wording

Net sales for the three months ended March 30, 2024 decreased $8.9 million, or 1.0%, to $900.1 million from $909.0 million for the three months ended March 25, 2023. Organic net sales, which excludes the impact of our acquisition of TDBBS in November 2023 and the sale of our independent garden channel distribution business in July 2023, decreased 0.7%. Our branded product sales decreased $3.8 million, and sales of other manufacturers’ products decreased $5.1 million.

Current wording

Net sales for the three months ended June 29, 2024 decreased $27.0 million, or 2.6%, to $996.3 million from $1,023.3 million for the three months ended June 24, 2023. Organic net sales, which excludes the impact of our acquisition of TDBBS in November 2023 and the sale of our independent garden channel distribution business in July 2023, decreased 2.9%. Our branded product sales decreased $21.8 million, and sales of other manufacturers’ products decreased $5.2 million.

Previous wording

Pet net sales increased $5.0 million, or 1.1%, to $480.2 million for the three months ended March 30, 2024 from $475.2 million for the three months ended March 25, 2023. Pet organic net sales, which excludes the impact of our acquisition of TDBBS in November 2023, declined 3.0%. The decline in Pet organic net sales was due primarily to lower demand for durable pet products, particularly in our outdoor cushion business, and lower sales of in our pet bird and small animal business, partially offset by increased sales in our dog and cat category. Pet branded product sales increased $0.1 million, and sales of other manufacturers' products increased $4.9 million.

Current wording

Pet net sales increased $4.7 million, or 0.9%, to $508.0 million for the three months ended June 29, 2024 from $503.3 million for the three months ended June 24, 2023. Pet organic net sales, which excludes the impact of our acquisition of TDBBS in November 2023, declined 2.2%. The decline in Pet organic net sales was due primarily to lower demand for durable pet products, particularly in our outdoor cushion and pet bed businesses, partially offset by increased sales in consumable pet products, especially in our dog and cat treats and toys and professional businesses. Pet branded product sales increased $1.4 million, and sales of other manufacturers' products increased $3.3 million.

Previous wording

Garden net sales decreased $13.9 million, or 3%, to $419.9 million for the three months ended March 30, 2024 from $433.8 million for the three months ended March 25, 2023. Garden organic net sales, which excludes the impact of the sale of our independent garden channel distribution business in July 2023, increased 1.9%. The increase in Garden organic net sales was due primarily to increased sales in our live plant and grass seed businesses which were aided by favorable weather at the end of March and benefited from the current quarter ending on March 30 and excluding the last week of December, as compared to the prior year quarter. These increases were partially offset by lower sales in Wild Bird. Garden branded sales decreased $3.9 million, and sales of other manufacturers' products decreased $10.0 million.

Current wording

Garden net sales decreased $31.7 million, or 6.1%, to $488.3 million for the three months ended June 29, 2024 from $520.0 million for the three months ended June 24, 2023. Garden organic net sales, which excludes the impact of the sale of our independent garden channel distribution business in July 2023, decreased 3.7%. The decrease in Garden organic net sales was due primarily to decreased sales in our live plant business, partially offset by increased sales of grass seed. Garden branded product sales decreased $23.2 million, and sales of other manufacturers' products decreased $8.5 million.

Previous wording

Selling, general and administrative expenses increased $3.8 million, or 2.1%, to $185.4 million for the three months ended March 30, 2024. As a percentage of net sales, selling, general and administrative expenses increased to 20.6% for the three months ended March 30, 2024, compared to 20.0% in the comparable prior year quarter. Increased expense in the Pet segment was partially offset by small decreases in expense in Garden and Corporate.

Current wording

Selling, general and administrative expenses increased $5.9 million, or 3.0%, to $201.1 million for the three months ended June 29, 2024. As a percentage of net sales, selling, general and administrative expenses increased to 20.2% for the three months ended June 29, 2024, compared to 19.1% in the comparable prior year quarter. Increased expense at corporate and in the Pet segment was partially offset by a small decrease in expense in the Garden segment.

Previous wording

Selling and delivery expense decreased $1.2 million to $82.3 million for the three months ended March 30, 2024 as compared to $83.5 million in the prior year quarter. The decrease in the Garden segment, due primarily to the exit of the independent garden channel distribution business in July 2023, was partially offset by increased expense in the Pet segment due primarily to our acquisition of TDBBS in November 2023.

Current wording

Selling and delivery expense increased $4.6 million to $96.9 million for the three months ended June 29, 2024 as compared to $92.3 million in the prior year quarter. The increased expense was in the Pet segment due primarily to our acquisition of TDBBS in November 2023.

Previous wording

Warehouse and administrative expense increased $9.8 million, or 5.0%, to $204.2 million for the six months ended March 30, 2024 from $194.4 million for the six months ended March 25, 2023. The increase in warehouse and administration expense was due primarily to the expense incurred from our recent acquisition, TDBBS, in the Pet segment and the increased expense associated with the closure of a manufacturing facility and the consolidation of our southeast distribution network in our Garden segment. Corporate expense decreased $2.8 million due primarily to lower payroll related costs, including equity compensation, resulting from lower corporate executive headcount, partially offset by higher third-party expenses. Corporate expenses are included within administrative expense and relate to the costs of unallocated executive, administrative, finance, legal, human resources, and information technology functions.

Current wording

Warehouse and administrative expense increased $1.3 million, or 1.2%, to $104.2 million for the three months ended June 29, 2024 from $102.9 million for the three months ended June 24, 2023. The increase in warehouse and administrative expense was due primarily to an increase in corporate expense partially offset by a decrease in the Pet segment. Corporate expense increased $4.5 million due primarily to increased third-party expenses, primarily legal costs, and increased salary and variable compensation expense. Corporate expenses are included within administrative expense and relate to the costs of unallocated executive, administrative, finance, legal, human resources, and information technology functions.

Previous wording

Operating income increased $15.4 million, or 19.7%, to $93.4 million for the three months ended March 30, 2024 from $78.0 million for the three months ended March 25, 2023. Our operating margin increased from 8.6% in the prior year quarter to 10.4% in the current year quarter. The increase in operating income was due to a $19.2 million increase in gross profit due to a 240 basis point increase in gross margin partially offset by reduced net sales and a $3.8 million increase in selling, general and administrative expense.

Current wording

Operating income decreased $6.9 million, or 5.6%, to $115.9 million for the three months ended June 29, 2024 from $122.8 million for the three months ended June 24, 2023. Our operating margin decreased from 12.0% in the prior year quarter to 11.6% in the current year quarter. The decrease in operating income was due to reduced net sales and a $5.9 million increase in selling, general and administrative expense partially offset by a 70 basis point increase in gross margin.

Previous wording

Pet operating income increased $7.4 million, or 13.4%, to $62.7 million for the three months ended March 30, 2024 from $55.3 million for the three months ended March 25, 2023. Pet operating income increased due to a $5.0 million increase in net sales and an improved gross margin, partially offset by increased selling, general and administrative expense.

Current wording

Pet operating income increased $23.1 million, or 38.5%, to $83.1 million for the three months ended June 29, 2024 from $60.0 million for the three months ended June 24, 2023. Pet operating income increased due to a $4.7 million increase in net sales and an improved gross margin, partially offset by increased selling, general and administrative expense.

Previous wording

Garden operating income increased $9.4 million to $48.2 million for the six months ended March 30, 2024 from $38.8 million for the six months ended March 25, 2023. Garden operating income increased due to an increase in gross profit and gross margin, partially offset by an increase in selling, general and administrative expense.

Current wording

Garden operating income decreased $25.6 million to $62.5 million for the three months ended June 29, 2024 from $88.1 million for the three months ended June 24, 2023. Garden operating income decreased due to lower sales and a decrease in gross margin partially offset by lower selling, general and administrative expense.

Previous wording

Net interest expense for the three months ended March 30, 2024 decreased $3.2 million, or 21.9%, to $11.5 million from $14.7 million for the three months ended March 25, 2023. The decrease in net interest expense was due to increased interest income resulting from both higher rates of interest earned and a higher cash balance during the current quarter. Debt outstanding on March 30, 2024 was $1,189.3 million compared to $1,212.3 million at March 25, 2023.

Current wording

Net interest expense for the three months ended June 29, 2024 decreased $2.9 million, or 22.2%, to $10.2 million from $13.1 million for the three months ended June 24, 2023. The decrease in net interest expense was due to increased interest income resulting from both higher rates of interest earned and a higher cash balance during the current quarter. Debt outstanding on June 29, 2024 was $1,189.7 million compared to $1,187.8 million at June 24, 2023.

Previous wording

Other income (expense) is comprised of income or losses from investments accounted for under the equity method of accounting and foreign currency exchange gains and losses. Other income (expense) decreased $0.8 million to $0.2 million of expense for the three months ended March 30, 2024 from $0.6 million of income for the three months ended March 25, 2023. The decrease in other income (expense)

Current wording

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 decreased $0.6 million to $0.2 million of income for the three months ended June 29, 2024 from $0.8 million of income for the three months ended June 24, 2023. The decrease in other income was due primarily to foreign currency losses in the current year quarter as compared to foreign currency gains.

Previous wording

Our effective income tax rate was 23.4% for the quarter ended March 30, 2024 and 23.9% for the quarter ended March 25, 2023. The decrease in our effective income tax rate was due primarily to an increased tax benefit from stock compensation compared to the prior year quarter.

Current wording

Our effective income tax rate was 24.0% for the quarter ended June 29, 2024 and 24.4% for the three months ended June 24, 2023. The decrease in our effective income tax rate was due primarily to an increased tax benefit from stock compensation compared to the prior year quarter.

Previous wording

Net income in the second quarter of fiscal 2024 was $62.0 million, or $0.93 per diluted share, compared to $48.1 million, or $0.72 per diluted share, in the second quarter of fiscal 2023. The increase in net income and earnings per share was due to an $15.4 million increase in operating income and decreased net interest expense in the current year quarter. On a non-GAAP basis, net income in the second quarter of fiscal 2024 was $66.0 million, or $0.99 per diluted share.

Current wording

Net income in the third quarter of fiscal 2024 was $79.7 million, or $1.19 per diluted share, compared to $83.1 million, or $1.25 per diluted share, in the third quarter of fiscal 2023. The decrease in net income and earnings per share was due to $6.9 million decrease in operating income partially offset by decreased net interest expense in the current year quarter. On a non-GAAP basis, net income in the third quarter of fiscal 2024 was $88.2 million, or $1.32 per diluted share, compared to $93.7 million, or $1.40 per diluted share, in the third quarter of fiscal 2023.

Previous wording

Net sales for the six months ended March 30, 2024 decreased $2 million, or 0.1%, to $1,535 million from $1,537 million for the six months ended March 25, 2023. Organic net sales decreased $3 million, or 0.2%, as compared to the prior year six-month period. Our branded product sales increased $6 million, and sales of other manufacturers’ products decreased $8 million.

Current wording

Net sales for the nine months ended June 29, 2024 decreased $29 million, or 1.1%, to $2,531 million from $2,560 million for the nine months ended June 24, 2023. Organic net sales decreased $33 million, or 1.3%, as compared to the prior year nine-month period. Our branded product sales decreased $16 million, and sales of other manufacturers’ products decreased $13 million.

Previous wording

Pet net sales decreased $1.6 million, or 0.2%, to $889.4 for the six months ended March 30, 2024 from $891.0 million for the six months ended March 25, 2023. Pet organic sales, which exclude net sales from the acquisition of TDBBS in November 2023, declined $34.1 million, or 3.8%, as compared to the prior year six-month period. The decline in organic net sales was due primarily to lower sales of durable items impacting outdoor cushions and pet beds, post-covid category softness in pet bird and small animals and lower sales of wild bird feed. Pet branded sales decreased $3.5 million, and sales of other manufacturer's products increased $1.9 million.

Current wording

Pet net sales increased $3 million, or 0.2%, to $1,397 million for the nine months ended June 29, 2024 from $1,394 million for the nine months ended June 24, 2023. Pet organic sales, which exclude net sales from the acquisition of TDBBS in November 2023, declined $45 million, or 3.2%, as compared to the prior year nine-month period. The decline in organic net sales was due primarily to lower sales of durable items impacting outdoor cushions, pet beds and aquatics. Pet branded sales decreased $2 million, and sales of other manufacturer's products increased $5 million.

Previous wording

Garden net sales decreased $0.5 million, or 0.1%, to $645.2 million for the six months ended March 30, 2024 from $645.7 million for the six months ended March 25, 2023. Garden organic net sales increased $31 million, or 5.0%. The increase in organic net sales was primarily in our branded controls business aided by strong retailer inventory load-in and grass seed and live plants, which benefited from improved weather versus the same period in the prior year. Garden branded sales increased $9.0 million, and sales of other manufacturers’ products decreased $9.5 million.

Current wording

Garden net sales decreased $32 million, or 2.8%, to $1,134 million for the nine months ended June 29, 2024 from $1,166 million for the nine months ended June 24, 2023. Garden organic net sales increased $12 million, or 1.1%. The increase in organic net sales was primarily in our branded controls business and in grass seed, partially offset by lower sales in wild bird feed. Garden branded sales decreased $14 million, and sales of other manufacturers’ products decreased $18 million.

Previous wording

Selling, general and administrative expenses increased $3.0 million, or 0.8%, to $355.9 million for the six months ended March 30, 2024 from $352.9 million for the six months ended March 25, 2023. As a percentage of net sales, selling, general and administrative expenses increased to 23.2% for the six months ended March 30, 2024 from 23.0% for the comparable prior year six-month period. The increase was primarily in the Pet Segment.

Current wording

Selling, general and administrative expenses increased $8.9 million, or 1.6%, to $557.0 million for the nine months ended June 29, 2024 from $548.1 million for the nine months ended June 24, 2023. As a percentage of net sales, selling, general and administrative expenses increased to 22.0% for the nine months ended June 29, 2024 from 21.4% for the comparable prior year nine-month period. The increase was primarily in the Pet segment although both corporate and Garden contributed to a lesser extent.

Previous wording

Selling and delivery expense decreased $6.8 million, or 4.3%, to $151.7 million for the six months ended March 30, 2024 from $158.5 million for the six months ended March 25, 2023. The reduction in expense was due primarily to our exit from the independent garden channel distribution business and lower marketing costs.

Current wording

Selling and delivery expense decreased $2.2 million, or 0.9%, to $248.6 million for the nine months ended June 29, 2024 from $250.8 million for the nine months ended June 24, 2023. The reduction in expense was due primarily to lower delivery expense due to our exit from the independent garden channel distribution business and lower marketing costs partially offset by an increase from our recent acquisition of TDBBS in the Pet segment.

Previous wording

Warehouse and administrative expense increased $5.0 million, or 5.1%, to $103.1 million for the three months ended March 30, 2024 from $98.1 million for the three months ended March 25, 2023. The increase in warehouse and administrative expense was due primarily to increased expense from the TDBBS acquisition in our Pet segment and the increased expense associated with the closure of a manufacturing facility in California and the consolidation of our Southeast distribution network in our Garden segment. Corporate expense decreased $0.5 million due primarily to lower equity compensation amounts due to reduced corporate headcount, partially offset by increased third-party expenses, primarily legal 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.

Current wording

Warehouse and administrative expense increased $11.1 million, or 3.7%, to $308.4 million for the nine months ended June 29, 2024 from $297.3 million for the nine months ended June 24, 2023. The increase in warehouse and administration expense was due primarily to the expense incurred from our recent acquisition, TDBBS, in the Pet segment and the increased expense associated with the closure of manufacturing and distribution facilities and our decision to exit the pottery business in our Garden segment. Corporate expense increased $1.6 million due primarily to increased third-party expenses, primarily legal costs, partially offset by lower equity compensation expense. Corporate expenses are included within administrative expense and relate to the costs of unallocated executive, administrative, finance, legal, human resources, and information technology functions.

Previous wording

Operating income increased $23.4 million, or 29.8%, to $101.9 million for the six months ended March 30, 2024 from $78.5 million for the six months ended March 25, 2023. Our operating margin increased to 6.6% for the six months ended March 30, 2024 from 5.1% for the six months ended March 25, 2023. Operating income increased due to a $26.4 million increase in gross profit and a 170 basis point improvement in gross margin, partially offset by a $2.0 million decrease in net sales and a $3.0 million increase in selling, general and administrative expense.

Current wording

Operating income increased $16.5 million, or 8.2%, to $217.8 million for the nine months ended June 29, 2024 from $201.3 million for the nine months ended June 24, 2023. Our operating margin increased to 8.6% for the nine months ended June 29, 2024 from 7.9% for the nine months ended June 24, 2023. Operating income increased due to a $25.4 million increase in gross profit and a 130 basis point improvement in gross margin, partially offset by a $29.0 million decrease in net sales and an $8.9 million increase in selling, general and administrative expense.

Previous wording

Pet operating income increased $11.2 million, or 11.9%, to $106.0 million for the six months ended March 30, 2024 from $94.8 million for the six months ended March 25, 2023. 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 and lower net sales.

Current wording

Pet operating income increased $34.3 million, or 22.2%, to $189.1 million for the nine months ended June 29, 2024 from $154.8 million for the nine months ended June 24, 2023. Pet operating income increased due to an increase in net sales and an increase in gross profit and gross margin, partially offset by an increase in selling, general and administrative expense.

Previous wording

Corporate operating expense decreased $2.8 million to $52.4 million in the current six-month period from $55.2 million in the comparable fiscal 2023 period due primarily to lower payroll related costs, including equity compensation, resulting from lower corporate executive headcount, partially offset by higher third-party expenses.

Current wording

Corporate operating expense increased $1.6 million to $82.0 million in the current nine-month period from $80.4 million in the comparable fiscal 2023 period due primarily to increased third-party expenses, primarily legal costs, partially offset by lower equity compensation expense.

Previous wording

Net interest expense for the six months ended March 30, 2024, decreased $7.3 million, or 25.6%, to $21.2 million from $28.5 million for the six months ended March 25, 2023. The decrease in net interest expense was due to increased interest income resulting from both higher cash balances and higher rates of interest earned during the current six-month period.

Current wording

Net interest expense for the nine months ended June 29, 2024 decreased $10.2 million, or 24.5%, to $31.4 million from $41.6 million for the nine months ended June 24, 2023. The decrease in net interest expense was due to increased interest income resulting from both higher cash balances and higher rates of interest earned during the current nine-month period. Debt outstanding as of June 29, 2024 was $1,189.7 million compared to $1,187.8 million as of June 24, 2023.

Previous wording

Other income was $0.8 million for the six-month period ended March 30, 2024 compared to $2.3 million for the six-month period ended March 25, 2023. The decrease in other income was due primarily to lower foreign currency gains in the current six-month period, as compared to the prior year period.

Current wording

Other income was $1.0 million for the nine-month period ended June 29, 2024 compared to $3.1 million for the nine-month period ended June 24, 2023. The decrease in other income was due primarily to lower foreign currency gains in the current nine-month period, as compared to the prior year period.

Previous wording

Our effective income tax rate was 22.4% for the six-month period ended March 30, 2024 compared to 23.8% for the six-month period ended March 25, 2023. The decrease in our effective income tax rate was due primarily to a larger tax benefit from stock compensation compared to the prior six-month period.

Current wording

Our effective income tax rate was 23.3% for the nine-month period ended June 29, 2024 compared to 24.2% for the nine-month period ended June 24, 2023. The decrease in our effective income tax rate was due primarily to a larger tax benefit from stock compensation compared to the prior nine-month period.

Previous wording

Our net income for the six months ended March 30, 2024 was $62.4 million, or $0.93 per diluted share, compared to $39.7 million, or $0.59 per diluted share, for the six months ended March 25, 2023.

Current wording

Our net income for the nine months ended June 29, 2024 was $142.1 million, or $2.13 per diluted share, compared to $122.8 million, or $1.84 per diluted share, for the nine months ended June 24, 2023.

Previous wording

•Facility closures: we have excluded the impact of the closure of our garden controls manufacturing facility in Chico, California and the Southeast consolidation of our distribution facilities as they represent infrequent transactions that occur in limited circumstances that impact the comparability between operating periods. We believe the adjustment of closure and network optimization costs supplements the GAAP information with a measure that may be used to assess the sustainability of our operating performance.

Current wording

•Facility closures and business exit: we have excluded the charges related to our decision to exit the pottery business and the closure of distribution and manufacturing facilities as they represent infrequent transactions that impact the comparability between operating periods. They exclude the impact of the expenditures related to the Cost and Simplicity program we have embarked on to improve our future operations. 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.

Previous wording

From time to time in the future, there may be other items that we may exclude if we believe that doing so is consistent with the goal of providing useful information to investors and management.

Current wording

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.

Previous wording

(1)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.

Current wording

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.

Previous wording

Our sales of lawn and garden products are influenced by weather and climate conditions in the different markets we serve. Our Garden segment’s business is highly seasonal. In fiscal 2023, approximately 67% of our Garden segment’s net sales and 58% 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, which has historically offset any operating loss incurred during the first fiscal quarter of the year.

Current wording

Our sales of lawn and garden products are influenced by weather conditions in the different markets we serve. Our Garden segment’s business is highly seasonal. In fiscal 2023, approximately 67% of our Garden segment’s net sales and 58% 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, which has historically offset any operating loss incurred during the first fiscal quarter of the year.

Previous wording

Net cash used by operating activities decreased by $2.8 million, from $97.1 million for the six months ended March 25, 2023, to $94.3 million for the six months ended March 30, 2024. The decrease in cash used by operating activities was due primarily to changes in our working capital accounts for the period ended March 30, 2024, as compared to the prior year period, primarily decreased accrued expenses and accounts payable partially offset by increased accounts receivables.

Current wording

Net cash provided by operating activities decreased by $35.8 million, from $227.6 million for the nine months ended June 24, 2023, to $191.8 million for the nine months ended June 29, 2024. The decrease in cash provided by operating activities was due primarily to changes in our working capital accounts for the nine-month period ended June 29, 2024, as compared to the prior year period, primarily decreased inventory and accounts receivables.

Previous wording

Net cash used in investing activities increased $49.5 million, from $30.8 million for the six months ended March 25, 2023 to $80.3 million during the six months ended March 30, 2024. The increase in cash used in investing activities was due primarily to acquisition activity partially offset by decreased capital expenditures in the current year.

Current wording

Net cash used in investing activities increased $53.1 million, from $41.5 million for the nine months ended June 24, 2023 to $94.6 million during the nine months ended June 29, 2024. The increase in cash used in investing activities was due primarily to acquisition activity partially offset by decreased capital expenditures in the current year.

Previous wording

Net cash used by financing activities decreased $21.8 million, from $8.6 million of cash provided for the six months ended March 25, 2023, to $13.2 million of cash used for the six months ended March 30, 2024. The decrease in cash used by financing activities during the current year was due primarily to line of credit borrowings and repayments in the prior year six month period, partially offset by decreased open market purchases of our common stock during the current year as compared to the prior year. 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. During the six months ended March 25, 2023, we repurchased approximately 0.1 million shares of our voting common stock (CENT) on the open market at an aggregate cost of approximately $2.6 million, and approximately 0.3 million shares of our non-voting Class A common stock (CENTA) on the open market at an aggregate cost of approximately $9.1 million.

Current wording

Net cash used by financing activities decreased $17.7 million, from $33.7 million for the nine months ended June 24, 2023, to $16.0 million for the nine months ended June 29, 2024. The decrease in cash used by financing activities during the current year was due primarily to decreased open market purchases of our common stock during the current year as compared to the prior year. During the nine months ended June 29, 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. During the nine months ended June 24, 2023, we repurchased approximately 0.3 million shares of our voting common stock (CENT) on the open market at an aggregate cost of approximately $7.7 million, and approximately 0.7 million shares of our non-voting Class A common stock (CENTA) on the open market at an aggregate cost of approximately $20.6 million.

Showing the first 40 of 51 pairs. Open the source sections for the rest.

Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

During the third quarter of fiscal year 2024, as part of our Cost and Simplicity program and in response to changing market conditions, we decided to exit the pottery business which we expect to be completed by fiscal year-end 2025. Additionally, we closed a live goods distribution facility in Delaware and are relocating our grass seed research facility. These activities reflect our ongoing network optimization initiative to achieve a simpler, more efficient manufacturing and distribution network. As a result, we incurred approximately $11.1 million of one-time costs, including $8.6 million in cost of goods sold and $2.5 million in selling, general and administrative costs, comprised of charges for the impairment of inventory and facility closures, the majority of which were non-cash.

Current report — wording carried from elsewhere

June 29, 2024, the interest rate applicable to Base Rate borrowings was 8.5%, and the interest rate applicable to one-month SOFR-based borrowings was 6.3%.