Skip to main content

CENTRAL GARDEN & PET CO

For the period ended Jun 27, 2026. Filed Aug 6, 2026.

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 27, 2026 · Filed Aug 6, 2026

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 2026-03-28; filed 2026-05-07.

0000887733-26-000013

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

Current report: 10-Q

Period ended 2026-06-27; filed 2026-08-06.

0000887733-26-000022

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 141 previous paragraphs and 151 current paragraphs.

82 unchanged; 31 reworded; 38 added; 28 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 11 previous and 13 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 (38)

Current report

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

Current report

•Net sales decreased $79 million, or 8%, from the prior year quarter to $882 million, due to the exit of the Pet Distribution business, while organic net sales increased 2.4%.

Current report

•Operating income declined $9 million from the prior year quarter to $126 million and our operating margin improved to 14.3% in the third quarter of fiscal 2026. On a non-GAAP basis, operating income declined $3 million and operating margin improved to 15.4% from the prior year quarter.

Current report

Under the terms of the agreement, we contributed our pet distribution business, comprised of net assets of approximately $57 million, including inventory of approximately $69 million, into the newly formed entity. We received cash proceeds of approximately $31 million, a note receivable of approximately $5 million and a 20% ownership interest in the newly formed partnership valued at $26 million. Phillips and its existing investors hold the remaining 80%.

Current report

As a result of the transaction, we recognized a pre-tax gain of $2.5 million during the quarter ended June 27, 2026, which is included in Other income. Pet Distribution's net sales in fiscal 2025 were $474 million.

Current report

On July 27, 2026, we announced we entered into a Sale and Purchase Agreement (the “Purchase Agreement”) to acquire 80% of the outstanding shares of TRIXIE Heimtierbedarf GmbH & Co. KG, a German limited partnership (“TRIXIE”) together with certain related entities. TRIXIE is the leading European pet supplies and pet snacks company and headquartered in Tarp, Germany. The acquisition strengthens our portfolio of pet and garden brands and represents a major step in expanding our presence in Europe.

Current report

Under the terms of the Purchase Agreement, the Company will pay a total consideration of up to €400 million, with an upfront consideration of approximately €340 million paid in cash at closing and an earn-out potential of up to €60.0 million based on 2026 performance, each subject to certain adjustments. Certain shareholders of TRIXIE will retain approximately 20% of the shares of TRIXIE (the “Continuing Shareholders”). At future dates over at least three years, the Continuing Shareholders will have the right to require the Company to purchase their shares, and, if those rights are not exercised after three years, the Company will have a corresponding right to purchase those shares from the Continuing Shareholders.

Current report

The consummation of the Company’s acquisition of TRIXIE is subject to regulatory approval and other customary closing conditions. The acquisition is expected to close in the first half of the Company’s fiscal year ending September 25, 2027.

Current report

Net sales for the three months ended June 27, 2026, decreased $78.5 million, or 8.2%, to $882.4 million from $960.9 million for the three months ended June 28, 2025. Organic net sales for the quarter ended June 27, 2026, which excludes the impact of the divestiture of the pet distribution business divested in April 2026, the closure of our operations in the United Kingdom during fiscal 2025 and the acquisition of Champion in December 2025, increased 2.4% from the prior year quarter. Our branded product sales increased $19.0 million, and sales of other manufacturers’ products decreased $97.5 million.

Current report

Pet net sales decreased $92 million, or 18.7%, to $400.5 million for the three months ended June 27, 2026, from $492.5 million for the three months ended June 28, 2025. The decrease in Pet net sales was due to the divestiture of our pet distribution business in April 2026. Pet organic net sales for the quarter ended June 27, 2026, which excludes the impact of the pet distribution business divested in April 2026, the closure of our operations in the United Kingdom during fiscal 2025 and the acquisition of Champion in December 2025, increased 1.7% from the prior year quarter. Pet branded product sales decreased $2.8 million, and sales of other manufacturers' products decreased $89.2 million.

Current report

Garden net sales increased $13.5 million, or 2.9%, to $481.9 million for the three months ended June 27, 2026, from $468.4 million for the three months ended June 28, 2025. The increase in Garden net sales was due primarily to increased sales in wild bird feed, controls and grass seed businesses, primarily volume-based increases from increased retailer listings. These increases were partially offset by lower sales of third-party products, due primarily to the distribution loss of a product line. Garden branded product sales increased $21.8 million, and sales of other manufacturers' products decreased $8.3 million.

Current report

Gross profit for the three months ended June 27, 2026 decreased $15.1 million, or 4.5%, to $316.9 million from $332.0 million for the three months ended June 28, 2025. Gross margin increased 130 basis points to 35.9% for the three months ended June 27, 2026 from 34.6% for the three months ended June 28, 2025. Gross profit decreased in Pet by $22.4 million partially offset by an increase in Garden of $7.3 million while gross margin increased in both segments. The decrease in gross profit was due primarily to the divestiture of our pet distribution business in April 2026. At the same time, gross margin improved due primarily to both the positive impact of the divestiture of our pet distribution business, which had lower margins, and our cost and simplicity initiatives in both segments.

Current report

Selling and delivery expense decreased $2.4 million to $91.6 million for the three months ended June 27, 2026 as compared to $94.0 million in the prior year quarter. Pet segment selling and delivery expense decreased due to the divestiture of the pet distribution business. The decrease in Pet was partially offset by increased expense in Garden due primarily to increased advertising and increased delivery costs due to the higher sales volume and fuel surcharges.

Current report

Operating income decreased $9.3 million, or 6.9%, to $125.8 million for the three months ended June 27, 2026 from $135.1 million for the three months ended June 28, 2025. Our operating margin improved from 14.1% in the prior year quarter to 14.3% in the current year quarter. The decrease in operating income was due to a $78.5 million decrease in net sales partially offset by a 130 basis point increase in gross margin and a $5.8 million decrease in selling, general and administrative expense. Non-GAAP operating income decreased $3.0 million, or 2.2%, to $136.0 million for the three months ended June 27, 2026 from $139.0 million for the three months ended June 28, 2025. Our non-GAAP operating margin improved to 15.4% from 14.5% in the prior year quarter. The decrease in non-GAAP operating income was due to a $77.2 million decrease in net sales partially offset by a 140 basis point increase in gross margin and an $11.1 million decrease in selling, general and administrative expense.

Current report

Pet operating income decreased $9.4 million, or 12.3%, to $66.8 million for the three months ended June 27, 2026 from $76.2 million for the three months ended June 28, 2025. Pet operating income decreased due to a $92.0 million decrease in net sales, partially offset by an improved gross margin and lower selling, general and administrative expenses. Pet non-GAAP operating margin improved to 19.0% from 15.8% in the prior year quarter. The decrease in non-GAAP operating income was due to a $90.7 million decrease in net sales partially offset by a 330-basis point increase in gross margin and a $19.5 million decrease in selling, general and administrative expense, all of which were primarily impacted by the divestiture of the pet distribution business.

Current report

Garden operating income increased $7.1 million to $90.1 million for the three months ended June 27, 2026 from $83.0 million for the three months ended June 28, 2025. Garden operating income increased due to an increase in net sales of $13.5 million, a higher gross margin and a relatively flat selling, general and administrative expense. Garden non-GAAP operating income increased $5.6 million to $90.8 million for the three months ended June 27, 2026 from $85.2 million for the three months ended June 28, 2025. Garden non-GAAP operating income increased due to an increase in net sales of $13.5 million and a 60-basis point increase in gross margin partially offset by higher selling, general and administrative expense.

Current report

Our effective income tax rate was 24.7% for the quarter ended June 27, 2026 as compared to 25.1% for the quarter ended June 28, 2025. The decrease in our effective income tax rate was due primarily to the non-deductibility for tax purposes of losses incurred in connection with the wind-down of our U.K. operations in the prior year quarter. This decrease was partially offset by an increase in the current quarter’s income tax rate from the current fiscal year’s second quarter rate due primarily to the tax impact of the contribution of our pet distribution business to the formation of a new partnership.

Current report

Net sales for the nine months ended June 27, 2026 decreased $45.0 million, or 1.8%, to $2,405.9 million from $2,450.9 million for the nine months ended June 28, 2025. Our branded product sales increased $64.8 million, and sales of other manufacturers’ products decreased $109.8 million. Organic net sales for the nine months ended June 27, 2026, which excludes the impact of the pet distribution business divested in April 2026, the closure of our operations in the United Kingdom during fiscal 2025 and the acquisition of Champion in December 2025, increased 3.3% from the prior year nine-months ended June 28, 2025.

Current report

Gross profit for the nine months ended June 27, 2026 increased $6.3 million, or 0.8%, to $807.1 million from $800.8 million for the nine months ended June 28, 2025. The increase in gross profit was due to a $12.9 million increase in Garden, partially offset by a $6.6 million decrease in Pet. Gross margin improved 80 basis points to 33.5% for the nine months ended June 27, 2026, from 32.7% for the nine months ended June 28, 2025. The gross margin improvement was due primarily to a 180-basis point increase in Pet, with Garden also improving 20-basis points.

Current report

The decline in Pet gross profit was due primarily to the divestiture of the pet distribution business. The improvement in the Pet gross margin was due primarily to a positive mix shift from the divestiture of the pet distribution business, which had lower margins, and increased sales of higher margin products.

Current report

The improvements in Garden gross profit and gross margin were due primarily to grass seed, due to increased sales and favorable inventory costs, and wild bird feed, due to increased sales and additional volume leverage.

Current report

Operating income decreased $0.1 million, or 0.1%, to $256.3 million for the nine months ended June 27, 2026 from $256.4 million for the nine months ended June 28, 2025. Our operating margin increased to 10.7% for the nine months ended June 27, 2026 from 10.5% for the nine months ended June 28, 2025. Operating income was relatively flat with a $45 million decrease in net sales and a $6.4 million increase in selling, general and administrative expense partially offset by an 80-basis point gross margin improvement. Non-GAAP operating income increased $8.7 million, or 3.3%, to $274.4 million for the nine months ended June 27, 2026, from $265.7 million for the nine months ended June 28, 2025. Our non-GAAP operating margin improved to 11.4% from 10.8% in the prior year nine month period. The increase in non-GAAP operating income was due to a 70-basis point improvement in gross margin and a $6.4 million decrease in selling, general and administrative expense partially offset by a $43.6 million decrease in net sales.

Current report

Pet operating income increased $6.4 million, or 3.4%, to $194.4 million for the nine months ended June 27, 2026 from $188.1 million for the nine months ended June 28, 2025. Pet operating income increased due to an improved gross margin and lower selling, general and administrative expenses partially offset by a decrease in net sales. Pet non-GAAP operating income improved $9.5 million and operating margin improved to 15.8% compared to 14.2% in the prior nine month period.

Current report

Other income improved $1.2 million to income of $1.3 million for the nine-month period ended June 27, 2026 as compared to income of $0.1 million in the prior nine-month period. The increase in other income was due primarily to the gain from the disposition of the pet distribution business partially offset by the earnings loss from the newly formed partnership.

Current report

Our effective income tax rate was 24.1% for the nine months ended June 27, 2026, as compared to 24.4% for the nine months ended June 28, 2025. The decrease in our effective income tax rate was due primarily to the non-deductibility for tax purposes of losses incurred in connection with the wind-down of our U.K. operations in the prior year. This decrease was partially offset by an increase in the current fiscal year's rate due primarily to the tax impact of the contribution of our pet distribution business to the formation of a new partnership.

Current report

We have also provided organic net sales, a non-GAAP measure that excludes the impact of businesses purchased or exited in the prior 12 months, because we believe it permits investors to better understand the performance of our historical business without the impact of recent acquisitions or dispositions.

Current report

•Tariff refunds: we have excluded the impact of tariff refunds received for certain tariffs previously imposed under the International Emergency Economic Powers Act which were deemed unconstitutional. We believe the tariff refund amounts we have received represent infrequent transactions that impact the comparability between operating periods.

Current report

•Business contribution to partnership formation: we have excluded the gain related to the divestiture of the pet distribution business and its contribution to the formation of a partnership as it represents an infrequent transaction that impacts the comparability between operating periods.

Current report

During the third quarter of fiscal 2026, we recognized incremental expense of $13.8 million in the consolidated statement of operations, of which $13.0 million in our Pet segment related to the exit of a minor business and the closure of two facilities, and $0.8 million in our Garden segment related to the closure of three distribution centers in fiscal 2025 and 2024.

Current report

During the third quarter of fiscal 2026, we recognized incremental income in our Pet segment of $3.6 million for tariff refunds received.

Current report

During the third quarter of fiscal 2026, we recognized incremental income of $2.5 million in Other Income from the contribution of our pet distribution business to the formation of a new partnership.

Current report

During the third quarter of fiscal 2025, we recognized incremental expense of $3.9 million in the consolidated statement of operations, $2.2 million in our Garden segment related to closing a distribution facility in Ontario, California and beginning the consolidation of our Western distribution network and an incremental $1.7 million in our Pet segment related to the decision to winddown our operations in the U.K.
Removed paragraphs (28)

Previous report

•Net sales increased $73 million, or 9%, from the prior year quarter to $906 million, with Pet net sales increasing 5% and Garden net sales increasing 13%.

Previous report

•Operating income increased $21 million from the prior year quarter to $114 million in the second quarter of fiscal 2026.

Previous report

Under the terms of the agreement, we contributed our pet distribution business into the newly formed entity and received cash proceeds and a 20% ownership stake in the entity. Phillips and its existing investors will hold the remaining 80%, with the new business operating as an independent entity focused on scaling a differentiated, high-performance nationwide distribution platform. The new business will operate under the Phillips brand.

Previous report

The combination of the pet industry distribution businesses will allow for a more efficient distribution network with increased scale and a focused management team. At the same time, we will benefit from a more focused portfolio and reduced operational complexity.

Previous report

Net sales for the three months ended March 28, 2026, increased $72.6 million, or 8.7%, to $906.1 million from $833.5 million for the three months ended March 29, 2025. Net sales increased in both segments and was primarily volume-based. The increase was due primarily to the timing of shipments, with certain volumes shifting into our second fiscal quarter, from the first quarter, and the benefit of new listings and products. Our branded product sales increased $75.4 million, and sales of other manufacturers’ products decreased $2.8 million.

Previous report

Pet net sales increased $23.1 million, or 5.1%, to $476.8 million for the three months ended March 28, 2026, from $453.7 million for the three months ended March 29, 2025. The increase in Pet net sales was due primarily to increased sales in our Dog & Cat business, primarily treats & toys, and increased sales in our outdoor cushion business due to the timing of shipments, with certain volumes shifting into the second quarter from the first quarter. Pet branded product sales increased $29.1 million, and sales of other manufacturers' products decreased $6.0 million.

Previous report

Garden net sales increased $49.5 million, or 13.0%, to $429.3 million for the three months ended March 28, 2026, from $379.8 million for the three months ended March 29, 2025. The increase in Garden net sales was due primarily to increased sales in our controls and grass seed businesses, both benefitting from a favorable timing of shipments that shifted from the first quarter into the second quarter, and to new private label business and new listings. These increases were partially offset by lower sales in our packet seed and live plants businesses. Garden branded product sales increased $46.3 million, and sales of other manufacturers' products increased $3.2 million.

Previous report

Gross profit for the three months ended March 28, 2026 increased $26.5 million, or 9.7%, to $299.6 million from $273.1 million for the three months ended March 29, 2025. Gross margin increased 30 basis points to 33.1% for the three months ended March 28, 2026 from 32.8% for the three months ended March 29, 2025. The increase in gross profit was driven by the increase in sales. The increase in gross margin was impacted by facility closure costs incurred in the prior year quarter. Excluding the impact of charges for facility closures in the second quarter of fiscal 2025, gross margin decreased 20 basis points from 33.3% for the three months ended March 29, 2025 to 33.1% for the three months ended March 28, 2026.

Previous report

In Pet, both gross profit and gross margin improved, favorably impacted by the increase in net sales, an improved product mix and productivity improvements. In Garden, gross profit increased due the increase in net sales while gross margin declined due primarily to higher manufacturing costs and a mix shift to private label sales.

Previous report

Selling and delivery expense increased $5.5 million to $87.2 million for the three months ended March 28, 2026 as compared to $81.7 million in the prior year quarter. The increased expense in both Pet and Garden was due primarily to incremental marketing expenses.

Previous report

Operating income increased $20.6 million, or 22.1%, to $113.9 million for the three months ended March 28, 2026 from $93.3 million for the three months ended March 29, 2025. Our operating margin improved from 11.2% in the prior year quarter to 12.6% in the current year quarter. The increase in operating income was due to a $72.6 million increase in net sales and a 30 basis point increase in gross margin, partially offset by a $5.9 million increase in selling, general and administrative expense.

Previous report

Pet operating income increased $17.2 million, or 28.4%, to $77.8 million for the three months ended March 28, 2026 from $60.6 million for the three months ended March 29, 2025. Pet operating income increased due to a $23.1 million increase in net sales, an improved gross margin and relatively flat selling, general and administrative expenses.

Previous report

Garden operating income increased $7.2 million to $66.0 million for the three months ended March 28, 2026 from $58.7 million for the three months ended March 29, 2025. Garden operating income increased due to an increase in net sales of $49.5 million partially offset by a lower gross margin and higher selling, general and administrative expense.

Previous report

Our effective income tax rate was 23.5% for each of the quarters ended March 28, 2026, and March 29, 2025.

Previous report

Net sales for the six months ended March 28, 2026 increased $33.5 million, or 2.3%, to $1,523.5 million from $1,490.0 million for the six months ended March 29, 2025. Our branded product sales increased $45.5 million, and sales of other manufacturers’ products decreased $12.0 million.

Previous report

Gross profit for the six months ended March 28, 2026, increased $21.4 million, or 4.6%, to $490.2 million from $468.8 million for the six months ended March 29, 2025. Gross margin improved 70 basis points to 32.2% for the six months ended March 28, 2026, from 31.5% for the six months ended March 29, 2025.

Previous report

Both the Pet and Garden segments contributed to the improved gross profit, with Pet being the larger contributor. Gross margin increased in Pet while the Garden gross margin was relatively flat as compared to the prior year six month period. The increase in the Pet gross margin was driven primarily by productivity gains resulting from our Cost and Simplicity agenda and a mix shift in sales.

Previous report

On a non-GAAP basis, which excludes the impact of charges for facility closures in the six months ended March 28, 2026 and March 29, 2025, gross profit increased $16.5 million and gross margin improved 30 basis points. The increase in gross margin was due primarily to the pet gross margin increase noted above.

Previous report

Operating income increased $9.2 million, or 7.5%, to $130.5 million for the six months ended March 28, 2026 from $121.3 million for the six months ended March 29, 2025. Our operating margin increased to 8.6% for the six months ended March 28, 2026 from 8.1% for the six months ended March 29, 2025. Operating income increased due to a $33.5 million increase in net sales and a 70 basis point improvement in gross margin, partially offset by a $12.2 million increase in selling, general and administrative expense.

Previous report

Pet operating income increased $15.8 million, or 14.1%, to $127.6 million for the six months ended March 28, 2026 from $111.9 million for the six months ended March 29, 2025. Pet operating income increased due to higher net sales and an improved gross margin.

Previous report

Other income (expense) improved $0.8 million to an expense of $0.2 million for the six-month period ended March 28, 2026 as compared to an expense of $1.0 million in the prior six-month period. The decrease in other expense was due primarily to lower foreign currency losses in the current six-month period as compared to the prior year six-month period.

Previous report

Our effective income tax rate was 23.5% for both six-month periods ended March 28, 2026 compared to 23.5% and March 29, 2025.

Previous report

•Tax impact: adjustment represents the impact of the tax effect of the pre-tax non-GAAP adjustments excluded from non-GAAP net income. The tax impact of the non-GAAP adjustments is calculated based on the consolidated effective tax rate on a GAAP basis, applied to the non-GAAP adjustments.
Reworded paragraphs (31)

Previous wording

•Gross profit increased $26 million from the prior year quarter, while gross margin increased 30 basis points to 33.1%.

Current wording

•Gross profit decreased $15 million from the prior year quarter, while gross margin increased 130 basis points to 35.9%.

Previous wording

•Selling, general and administrative expense increased $6 million from the prior year quarter to $186 million and decreased as a percentage of net sales to 20.5%.

Current wording

•Selling, general and administrative expense decreased $6 million from the prior year quarter to $191 million and increased as a percentage of net sales to 21.7%. On a non-GAAP basis, selling, general and administrative expense decreased $11 million and increased as a percentage of net sales to 20.6%.

Previous wording

•Net income in the second quarter of fiscal 2026 was $79 million, or $1.28 per diluted share, compared to $64 million, or $0.98 per diluted share, or $68 million, or $1.04 per diluted share on a non-GAAP basis.

Current wording

•Net income in the third quarter of fiscal 2026 was $90 million, or $1.45 per diluted share, compared to $95 million, or $1.52 per diluted share. On a non-GAAP basis, net income in the third quarter of fiscal 2026 was $96 million, or $1.54 per diluted share, compared to $98 million, or $1.56 per diluted share in the third quarter of fiscal 2025.

Previous wording

On April 13, 2026, we entered into a strategic partnership with Phillips Pet Food & Supplies, a leading national distributor of pet products, to form a new pet distribution business.

Current wording

On April 13, 2026, we entered into a strategic partnership with Phillips Pet Food & Supplies ("Phillips"), a leading national distributor of pet products, to form a new pet distribution business. The new business will operate under the Phillips brand as an independent entity focused on scaling a differentiated, high-performance nationwide distribution platform.

Previous wording

Selling, general and administrative expenses increased $5.9 million, or 3.3%, to $185.6 million for the three months ended March 28, 2026. As a percentage of net sales, selling, general and administrative expenses decreased to 20.5% for the three months ended March 28, 2026, compared to 21.6% in the comparable prior year quarter. Selling, general and administrative expenses increased in both corporate and Garden, while Pet was relatively flat as compared to the prior year quarter.

Current wording

Selling, general and administrative expenses decreased $5.8 million, or 3.0%, to $191.1 million for the three months ended June 27, 2026. As a percentage of net sales, selling, general and administrative expenses increased to 21.7% for the three months ended June 27, 2026, compared to 20.5% in the comparable prior year quarter. Selling, general and administrative expenses decreased in the Pet segment partially offset by an increase at corporate. Excluding the facility closure costs and business exit costs in both quarters, non-GAAP selling, general and administrative expense decreased $11.1 million, and selling, general and administrative expense as a percentage of net sales was 20.6% as compared to 20.1% in the prior year quarter.

Previous wording

Warehouse and administrative expense increased $0.3 million, to $98.4 million for the three months ended March 28, 2026 from $98.1 million for the three months ended March 29, 2025. Increased corporate expense was partially offset by a decrease in Pet warehouse and administrative expense. Corporate expenses increased $3.8 million due primarily to higher third-party provider expense, driven by M&A activity expenditures. 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 decreased $3.4 million, to $99.5 million for the three months ended June 27, 2026 from $102.9 million for the three months ended June 28, 2025. Both Pet and Garden had lower warehouse and administrative expense partially offset by an increase in corporate expense. Pet warehouse and administrative expense decreased due to the divestiture of the pet distribution business while Garden had lower expense due primarily to lower facility closure charges in the current year quarter and lower variable compensation amounts. Corporate expenses increased $7.0 million due primarily to higher third-party provider expense, driven by M&A activity expenditures and higher payroll costs related to our investment in data improvement and AI readiness. 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

Corporate operating expense increased $3.8 million, or 14.7%, to $29.9 million for the three months ended March 28, 2026, due primarily to higher third party provider expenditures.

Current wording

Corporate operating expense increased $7.0 million, or 28.9%, to $31.0 million for the three months ended June 27, 2026, due primarily to higher third-party provider expenses, driven by M&A activity, expenditures, and higher payroll costs related to our investment in data improvement and AI readiness.

Previous wording

Net interest expense decreased $0.3 million, or 2.9%, from $9.4 million for the quarter ended March 29, 2025, to $9.1 million for the quarter ended March 28, 2026. The decrease was due to lower interest expense partially offset by a minor decrease in interest income. Debt outstanding on March 28, 2026 and March 29, 2025 was $1.2 billion.

Current wording

Net interest expense decreased $1.0 million, or 12.2%, from $8.8 million for the quarter ended June 28, 2025, to $7.8 million for the quarter ended June 27, 2026. The decrease was due primarily to higher interest income as a result of higher cash balances during the quarter. Debt outstanding on June 27, 2026 and June 28, 2025 was $1.2 billion.

Previous 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 (expense) decreased $1.1 million to an expense of $0.4 million for the quarter ended March 28, 2026 as compared to income of $0.7 million in the prior quarter. The decrease in other income (expense) was due primarily to foreign currency losses in the current year quarter as compared to foreign currency gains in the prior year quarter.

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 increased $0.4 million to income of $1.5 million for the quarter ended June 27, 2026 as compared to income of $1.1 million in the prior quarter. The increase in other income was due primarily to the gain in the current quarter from the disposition of the pet distribution business partially offset by the earnings loss from the newly formed partnership.

Previous wording

Net income in the second quarter of fiscal 2026 was $79.4 million, or $1.28 per diluted share, compared to $63.6 million, or $0.98 per diluted share, in the second quarter of fiscal 2025. On a non-GAAP basis, which excludes the impact of charges related to facility closures, net income in the second quarter of fiscal 2026 was $79.6 million, or $1.29 per diluted share, compared to $67.7 million, or $1.04 per diluted share, in the second quarter of fiscal 2025.

Current wording

Net income in the third quarter of fiscal 2026 was $89.9 million, or $1.45 per diluted share, compared to $95.0 million, or $1.52 per diluted share, in the third quarter of fiscal 2025. On a non-GAAP basis, which excludes the impact of charges related to facility closures, business exits and tariff refunds received, net income in the third quarter of fiscal 2026 was $95.6 million, or $1.54 per diluted share, compared to $97.9 million, or $1.56 per diluted share, in the third quarter of fiscal 2025.

Previous wording

Pet net sales increased $11.4 million, or 1.3%, to $892.6 million for the six months ended March 28, 2026. The increase in Pet net sales was due primarily to higher sales in our Dog & Cat and Animal Health businesses, partially offset by lower sales of other manufacturers products and the sales in the prior year period from our operations in the United Kingdom that we closed in fiscal 2025. Pet branded sales increased $19.9 million, and sales of other manufacturers' products decreased $8.5 million.

Current wording

Pet net sales decreased $80.6 million, or 5.9%, to $1,293.1 million for the nine months ended June 27, 2026. The decrease in Pet net sales was due to our divestiture of our pet distribution business in April 2026. Pet organic net sales for the nine months ended June 27, 2026, increased 3.3% from the prior year nine months ended June 28, 2025. The increase in Pet organic net sales was due primarily to increased sales in our Dog & Cat and wild bird feed businesses. Pet branded sales increased $16.9 million, and sales of other manufacturers' products decreased $97.5 million.

Previous wording

Garden net sales increased $22.1 million, or 3.6%, to $630.9 million for the six months ended March 28, 2026. The increase in Garden net sales was due primarily to increased sales in our controls and grass seed businesses benefitting from new private label business and new listings. These increases were partially offset by lower sales in our live plants and packet seed businesses. Garden branded sales increased $25.6 million, and sales of other manufacturers’ products decreased $3.5 million.

Current wording

Garden net sales increased $35.6 million, or 3.3%, to $1,112.8 million for the nine months ended June 27, 2026. The increase in Garden net sales was due primarily to increased sales in our controls, wild bird feed and grass seed businesses benefitting from new private label business and new retailer listings. These increases were partially offset by lower sales of garden third-party products and live plants. Garden branded sales increased $47.9 million, and sales of other manufacturers’ products decreased $12.3 million.

Previous wording

Selling, general and administrative expenses increased $12.2 million, or 3.5%, to $359.7 million for the six months ended March 28, 2026 from $347.5 million for the six months ended March 29, 2025. The increase in selling, general and administrative expenses was due to higher expenses in both Garden and corporate. As a percentage of net sales, selling, general and administrative expenses increased to 23.6% for the six months ended March 28, 2026 from 23.3% for the prior year period.

Current wording

Selling, general and administrative expenses increased $6.4 million, or 1.2%, to $550.8 million for the nine months ended June 27, 2026 from $544.4 million for the nine months ended June 28, 2025. The increase in selling, general and administrative expenses was due to higher expenses in both Garden and corporate partially offset by lower expenses in Pet. As a percentage of net sales, selling, general and administrative expenses increased to 22.9% for the nine months ended June 27, 2026 from 22.2% for the prior year period. Excluding the facility closure costs and business exit costs in both nine-month periods, non-GAAP selling, general and administrative expense decreased $6.4 million and selling, general and administrative expense as a percentage of net sales was 22.2% as compared to 22.0% in the prior year nine-month period.

Previous wording

Selling and delivery expense increased $6.7 million, or 4.3%, to $161.1 million for the six months ended March 28, 2026 from $154.4 million for the six months ended March 29, 2025. The increase in selling and delivery expense was due to higher marketing and advertising spend in both Pet and Garden.

Current wording

Selling and delivery expense increased $4.3 million, or 1.7%, to $252.7 million for the nine months ended June 27, 2026 from $248.4 million for the nine months ended June 28, 2025. The increase in selling and delivery expense was due to higher marketing and advertising spend in both Pet and Garden partially offset by lower delivery expenses in Pet due to the pet distribution business divestiture.

Previous wording

Warehouse and administrative expense increased $5.5 million, or 2.8%, to $198.6 million for the six months ended March 28, 2026 from $193.1 million for the six months ended March 29, 2025. Increased expense in both Garden and corporate was partially offset by a decrease in Pet. The increase in Garden was due primarily to $7.8 million in facility closure costs incurred in the first quarter of fiscal 2026, while the decrease in Pet was due primarily to the benefits obtained from prior year facility closures. Corporate expenses increased $1.7 million due primarily to higher third-party provider expense driven by M&A activity expenditures. 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 $2.1 million, or 0.7%, to $298.1 million for the nine months ended June 27, 2026 from $296.0 million for the nine months ended June 28, 2025. Increased expense in both Garden and corporate was partially offset by a decrease in Pet. The increase in Garden was due primarily to higher facility closure costs incurred in the nine months of fiscal 2026 as compared to the nine months in fiscal 2025, while the decrease in Pet was due primarily to the divestiture of the pet distribution business. Corporate expenses increased $8.7 million due primarily to higher third-party provider expense driven by M&A activity expenditures and payroll related costs, including variable compensation and our investment in data improvement and AI readiness. 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

Garden operating income decreased $4.9 million to $56.3 million for the six months ended March 28, 2026 from $61.2 million for the six months ended March 29, 2025. Garden operating income decreased due to increased selling, general and administrative expenses partially offset by increased net sales and a relatively flat gross margin as compared to the prior year six-month period. On a non-GAAP basis, which excludes the facility charges incurred in the first quarter of fiscal 2026, Garden operating income increased $2.4 million.

Current wording

Garden operating income increased $2.2 million to $146.3 million for the nine months ended June 27, 2026 from $144.1 million for the nine months ended June 28, 2025. Garden operating income increased due to increased net sales and an improved gross margin partially offset by increased selling, general and administrative expense. Garden non-GAAP operating income increased $8.0 million to $154.4 million for the nine months ended June 27, 2026 from $146.4 million for the nine months ended June 28, 2025.

Previous wording

Corporate operating expense increased $1.7 million to $53.4 million in the current six months ended from $51.7 million in the comparable fiscal 2025 period due primarily to higher third-party provider expense driven by M&A activity expenditures.

Current wording

Corporate operating expense increased $8.7 million to $84.5 million in the current nine months ended from $75.8 million in the comparable fiscal 2025 period due primarily to higher third-party provider expense driven by M&A activity expenditures and payroll costs, including variable compensation and our investment in date improvement and AI readiness..

Previous wording

Net interest expense for the six months ended March 28, 2026 decreased $0.2 million, or 1.4%, to $16.9 million from $17.1 million for the six months ended March 29, 2025. The decrease in net interest expense was due to lower interest expense partially offset by a minor decrease in interest income. Debt outstanding on March 28, 2026 and March 29, 2025 was $1.2 billion.

Current wording

Net interest expense for the nine months ended June 27, 2026 decreased $1.3 million, or 5.1%, to $24.6 million from $25.9 million for the nine months ended June 28, 2025. The decrease in net interest expense was due primarily to higher interest income as a result of higher cash balances. Debt outstanding on June 27, 2026 and June 28, 2025 was $1.2 billion.

Previous wording

Our net income for the six months ended March 28, 2026 was $86.3 million, or $1.39 per diluted share, compared to $77.6 million, or $1.19 per diluted share, for the six months ended March 29, 2025.

Current wording

Our net income for the nine months ended June 27, 2026 was $176.1 million, or $2.84 per diluted share, compared to $172.6 million, or $2.69 per diluted share, for the nine months ended June 28, 2025.

Previous wording

On a non-GAAP basis, net income for the six-month period ended March 28, 2026 was $92.4 million or $1.49 per diluted share, compared to $81.7 million, or $1.25 per diluted share, for the six-month period ended March 29, 2025.

Current wording

On a non-GAAP basis, net income for the nine-month period ended June 27, 2026 was $188.0 million or $3.04 per diluted share, compared to $179.6 million, or $2.79 per diluted share, for the nine-month period ended June 28, 2025.

Previous wording

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.

Current wording

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, organic net sales 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.

Previous wording

•Facility closures and business exit: we have excluded charges related to the closure of distribution and manufacturing facilities and our decisions to exit businesses as they represent infrequent transactions that impact the comparability between operating periods. We believe these exclusions supplement the GAAP information with a measure that may be useful to investors in assessing the sustainability of our operating performance.

Current wording

•Facility closures and business exit: we have excluded charges related to the closure of distribution and manufacturing facilities and our decisions to exit businesses as they represent infrequent transactions that impact the comparability between operating periods.

Previous wording

During the first quarter of fiscal 2026, we recognized incremental expense of $7.7 million in the consolidated statement of operations, of which $7.2 million in our Garden segment related to the closure of three distribution centers in fiscal 2025 and 2024. During the first and second quarters of fiscal 2026, we recognized incremental expense of $0.5 million and $0.2 million, respectively, in our Pet segment related to the closure of a sales and logistics facility in Pennsylvania.

Current wording

During the first six months of fiscal 2026, we recognized incremental expense of $8.0 million in the condensed consolidated statement of operations, of which $7.3 million in our Garden segment related to the closure of three distribution centers in fiscal 2025 and 2024 and $0.7 million in our Pet segment related to the closure of a sales and logistics facility in Pennsylvania.

Previous wording

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.

Current wording

During the second quarter of fiscal 2025, we recognized incremental expense of $5.3 million in the condensed 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.

Previous wording

Net cash used by operating activities increased by $4.2 million, from $115.7 million for the six months ended March 29, 2025, to $119.9 million for the six months ended March 28, 2026. 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 28, 2026, primarily an increase in accounts receivable, partially offset by a decrease in prepaid expenses and other assets and the net of changes in other working capital accounts.

Current wording

Net cash provided by operating activities increased by $57.8 million, from $149.8 million for the nine months ended June 28, 2025, to $207.6 million for the nine months ended June 27, 2026. The increase in cash provided by operating activities was due primarily to changes in our working capital accounts for the nine-month period ended June 27, 2026, primarily increases in accounts receivable, accounts payable, and other assets, partially offset by a decrease in inventory.

Previous wording

Net cash used in investing activities increased $58.1 million, from $20.2 million for the six months ended March 29, 2025 to $78.3 million during the six months ended March 28, 2026. The increase in cash used in investing activities was due primarily to more significant acquisition activity in the current year as compared to the prior year.

Current wording

Net cash used in investing activities increased $26.9 million, from $34.0 million for the nine months ended June 28, 2025 to $61.0 million during the nine months ended June 27, 2026. The increase in cash used in investing activities was due primarily to more significant acquisition activity in the current year as compared to the prior year, partially offset by proceeds relating to the divestiture of the pet distribution business.

Previous wording

Net cash used in financing activities decreased $68.3 million, from $99.7 million for the six months ended March 29, 2025, to $31.4 million for the six months ended March 28, 2026. The decrease in cash used in financing activities during the current year was due primarily to decreased open market purchases of our common stock as compared to the prior year. During the six months ended March 28, 2026, we repurchased approximately 0.8 million shares of our non-voting Class A common stock (CENTA) on the open market at an aggregate cost of approximately $21.9 million, or approximately $28.45 per share. 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. .

Current wording

Net cash used in financing activities decreased $123.9 million, from $156.3 million for the nine months ended June 28, 2025, to $32.3 million for the nine months ended June 27, 2026. The decrease in cash used in financing activities during the current year was due primarily to decreased open market purchases of our common stock as compared to the prior year. During the nine months ended June 27, 2026, we repurchased approximately 0.8 million shares of our non-voting Class A common stock (CENTA) on the open market at an aggregate cost of approximately $22.7 million, or approximately $28.55 per share. During the nine months ended June 28, 2025, we repurchased approximately 3.2 million shares of our non-voting Class A common stock (CENTA) on the open market at an aggregate cost of approximately $98.2 million, or approximately $30.82 per share, and approximately 1.4 million shares of our voting common stock (CENT) on the open market at an aggregate cost of approximately $50.2 million, or approximately $35.23 per share.

Previous wording

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 $50 million in fiscal 2026, of which we have invested approximately $21 million through March 28, 2026.

Current wording

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 $50 million in fiscal 2026, of which we have invested approximately $34 million through June 27, 2026.

Previous wording

At March 28, 2026, our total debt outstanding was $1,192.6 million, as compared with $1,190.8 million at March 29, 2025.

Current wording

At June 27, 2026, our total debt outstanding was $1,193.1 million, as compared with $1,191.3 million at June 28, 2025.

Previous wording

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 may be used for general corporate purposes. Net availability under the Credit Facility was approximately $600 million as of March 28, 2026. 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 28, 2026, 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 $2.9 million outstanding as of March 28, 2026.

Current wording

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 may be used for general corporate purposes. Net availability under the Credit Facility was approximately $465 million as of June 27, 2026. 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 June 27, 2026, 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 $2.9 million outstanding as of June 27, 2026.

Previous wording

Borrowings under the Credit Facility will bear interest at an index based on SOFR (which will not be less than 0.00%) or, at the Company's option, the Base Rate, plus, in either case, an applicable margin based on the average availability level under the Credit Facility. Base Rate is defined as the highest of (a) the Truist prime rate, (b) the Federal Funds Rate plus 0.50%, (c) one-month SOFR plus 1.00% and (d) 0.00%. The applicable margin for SOFR-based borrowings fluctuates between 1.00%-1.50%, and was 1.00% as of March 28, 2026, and the applicable margin for Base Rate borrowings fluctuates between 0.00%-0.50% and was 0.00% as of March 28, 2026. An unused line fee shall be payable quarterly in respect of the total amount of the unutilized commitments under the Credit Facility, and a letter of credit plus a facing fee to the issuing bank. We are also required to pay certain fees to the administrative agent under the Credit Facility. As of March 28, 2026, the interest rate applicable to Base Rate borrowings was 6.8%, and the interest rate applicable to one-month SOFR-based borrowings was 4.7%.

Current wording

Borrowings under the Credit Facility will bear interest at an index based on SOFR (which will not be less than 0.00%) or, at the Company's option, the Base Rate, plus, in either case, an applicable margin based on the average availability level under the Credit Facility. Base Rate is defined as the highest of (a) the Truist prime rate, (b) the Federal Funds Rate plus 0.50%, (c) one-month SOFR plus 1.00% and (d) 0.00%. The applicable margin for SOFR-based borrowings fluctuates between 1.00%-1.50%, and was 1.00% as of June 27, 2026, and the applicable margin for Base Rate borrowings fluctuates between 0.00%-0.50% and was 0.00% as of June 27, 2026. An unused line fee shall be payable quarterly in respect of the total amount of the unutilized commitments under the Credit Facility, and a letter of credit plus a facing fee to the issuing bank. We are also required to pay certain fees to the administrative agent under the Credit Facility. As of June 27, 2026, the interest rate applicable to Base Rate borrowings was 6.8%, and the interest rate applicable to one-month SOFR-based borrowings was 4.6%.