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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _____________________________________________________________________________________________ 
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 26, 2021
or
TRANSITION REPORT PURSUANT OF SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission File Number: 001-33268
cent-20210626_g1.jpg
Central Garden & Pet Company
Delaware
 
68-0275553
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
1340 Treat Blvd., Suite 600, Walnut Creek, California 94597
(Address of principal executive offices)
(925) 948-4000
(Registrant’s telephone number, including area code)
_______________________________________________________________________ 
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockCENTThe NASDAQ Stock Market LLC
Class A Common StockCENTAThe NASDAQ Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ý  Yes    ¨  No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    ý  Yes    ¨  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerýAccelerated filer 
Non-accelerated filer
Smaller reporting company 
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes    ý  No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
Common Stock Outstanding as of July 31, 202111,336,358 
Class A Common Stock Outstanding as of July 31, 202142,758,228 
Class B Stock Outstanding as of July 31, 20211,612,374 




Table of Contents
PART I. FINANCIAL INFORMATION
Item 1.
Item 2.
Item 3.
Item 4.
PART II. OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This Form 10-Q includes “forward-looking statements.” Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, our business strategy and the trends we anticipate in the industries in which we operate and other information that is not historical information. When used in this Form 10-Q, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, our future earnings expectations, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them, but we cannot assure you that our expectations, beliefs and projections will be realized.
There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this Form 10-Q. Important factors that could cause our actual results to differ materially from the forward-looking statements we make in this Form 10-Q are set forth in the Form 10-K for the fiscal year ended September 26, 2020, including the factors described in the section entitled “Item 1A – Risk Factors.” If any of these risks or uncertainties materializes, or if any of our underlying assumptions are incorrect, our actual results may differ significantly from the results that we express in, or imply by, any of our forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect future events or circumstances, except as required by law. Presently known risk factors include, but are not limited to, the following factors:
 
our ability to successfully manage the impact of COVID-19 and its variants on our business, including but not limited to, the impact on our workforce, operations, fill rates, supply chain, demand for our products and services, and our financial results and condition;
risks associated with our acquisition strategy, including our ability to successfully integrate our recent acquisitions and the impact of purchase accounting on our financial results;
2

Table of Contents
inflation and other adverse macro-economic conditions;
our inability to pass through cost increases in a timely manner;
the potential for future reductions in demand for product categories, which increased during the COVID-19 pandemic;
the success of our Central to Home strategy;
seasonality and fluctuations in our operating results and cash flow;
fluctuations in market prices for seeds and grains and other raw materials;
supply shortages in pet birds, small animals and fish;
adverse weather conditions;
dependence on a small number of customers for a significant portion of our business;
impacts of tariffs or a trade war;
consolidation trends in the retail industry;
declines in consumer spending during economic downturns;
risks associated with new product introductions, including the risk that our new products will not produce sufficient sales to recoup our investment;
competition in our industries;
continuing implementation of enterprise resource planning information technology systems;
potential environmental liabilities;
risk associated with international sourcing;
access to and cost of additional capital;
potential goodwill or intangible asset impairment;
our dependence upon our key executives;
our inability to protect our trademarks and other proprietary rights;
fluctuations in energy prices, fuel and related petrochemical costs;
litigation and product liability claims;
regulatory issues;
the impact of product recalls;
potential costs and risks associated with actual or potential cyber attacks;
potential dilution from issuance of authorized shares;
the voting power associated with our Class B stock; and
the impact of new accounting regulations and the possibility our effective tax rate will increase as a result of future changes in the corporate tax rate or other tax law changes.

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PART I. FINANCIAL INFORMATION
 
Item 1.    Financial Statements
CENTRAL GARDEN & PET COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts, unaudited)
June 26, 2021June 27, 2020September 26, 2020
ASSETS
Current assets:
Cash and cash equivalents$517,052 $495,339 $652,712 
Restricted cash11,679 13,536 13,685 
Accounts receivable (less allowances of $30,506, $24,034 and $27,661)
494,432 503,288 391,773 
Inventories, net626,635 425,919 439,615 
Prepaid expenses and other32,955 29,211 27,498 
Total current assets1,682,753 1,467,293 1,525,283 
Plant, property and equipment, net306,229 239,240 244,667 
Goodwill289,955 289,854 289,955 
Other intangible assets, net125,069 138,305 134,924 
Operating lease right-of-use assets149,628 99,111 115,882 
Other assets569,870 30,166 28,653 
Total$3,123,504 $2,263,969 $2,339,364 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$237,050 $178,728 $205,234 
Accrued expenses234,314 174,776 201,436 
Current lease liabilities39,557 31,648 33,495 
Current portion of long-term debt86 98 97 
Total current liabilities511,007 385,250 440,262 
Long-term debt1,183,591 693,915 693,956 
Long-term lease liabilities115,178 71,458 86,516 
Deferred income taxes and other long-term obligations71,783 52,994 40,956 
Equity:
Common stock, $0.01 par value: 11,336,358, 11,300,810 and 11,336,358 shares outstanding at June 26, 2021, June 27, 2020 and September 26, 2020
113 113 113 
Class A common stock, $0.01 par value: 42,726,118, 41,747,928 and 41,856,626 shares outstanding at June 26, 2021, June 27, 2020 and September 26, 2020
427 417 419 
Class B stock, $0.01 par value: 1,612,374, 1,647,922 and 1,612,374 shares outstanding at June 26, 2021, June 27, 2020 and September 26, 2020
16 16 16 
Additional paid-in capital576,104 563,371 566,883 
Retained earnings665,534 497,192 510,781 
Accumulated other comprehensive loss(1,831)(1,684)(1,409)
Total Central Garden & Pet Company shareholders’ equity1,240,363 1,059,425 1,076,803 
Noncontrolling interest1,582 927 871 
Total equity1,241,945 1,060,352 1,077,674 
Total$3,123,504 $2,263,969 $2,339,364 
See notes to condensed consolidated financial statements.
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CENTRAL GARDEN & PET COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts, unaudited)
 
 Three Months EndedNine Months Ended
 June 26, 2021June 27, 2020June 26, 2021June 27, 2020
Net sales$1,037,075 $833,483 $2,564,557 $2,019,540 
Cost of goods sold 716,765 571,423 1,806,427 1,419,097 
Gross profit320,310 262,060 758,130 600,443 
Selling, general and administrative expenses207,069 157,420 513,239 427,633 
Operating income113,241 104,640 244,891 172,810 
Interest expense(13,131)(11,829)(44,328)(33,223)
Interest income45 358 322 3,779 
Other income (expense)(1,086)(3,541)370 (4,215)
Income before income taxes and noncontrolling interest99,069 89,628 201,255 139,151 
Income tax expense 22,315 20,291 45,260 31,211 
Income including noncontrolling interest76,754 69,337 155,995 107,940 
Net income attributable to noncontrolling interest568 537 1,242 853 
Net income attributable to Central Garden & Pet Company$76,186 $68,800 $154,753 $107,087 
Net income per share attributable to Central Garden & Pet Company:
Basic$1.41 $1.29 $2.87 $1.97 
Diluted$1.37 $1.27 $2.80 $1.95 
Weighted average shares used in the computation of net income per share:
Basic53,976 53,441 53,882 54,261 
Diluted55,658 54,168 55,236 54,984 
See notes to condensed consolidated financial statements.

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CENTRAL GARDEN & PET COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, unaudited)
 
 Three Months EndedNine Months Ended
 June 26, 2021June 27, 2020June 26, 2021June 27, 2020
Income including noncontrolling interest$76,754 $69,337 $155,995 $107,940 
Other comprehensive income (loss):
Foreign currency translation322 (39)(422)(8)
Total comprehensive income 77,076 69,298 155,573 107,932 
Comprehensive income attributable to noncontrolling interest568 537 1,242 853 
Comprehensive income attributable to Central Garden & Pet Company$76,508 $68,761 $154,331 $107,079 
See notes to condensed consolidated financial statements.

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CENTRAL GARDEN & PET COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
 Nine Months Ended
June 26, 2021June 27, 2020
Cash flows from operating activities:
Net income $155,995 $107,940 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization52,759 39,598 
Amortization of deferred financing costs1,577 1,397 
Non-cash lease expense29,914 25,893 
Stock-based compensation17,040 14,042 
Debt extinguishment costs8,577  
Loss on sale of business2,611  
Deferred income taxes6,992 5,447 
Loss (gain) on sale of property and equipment62 (5)
Write-down of investments 3,566 
Other2,083 3,666 
Change in assets and liabilities (excluding businesses acquired):
Accounts receivable(49,099)(203,140)
Inventories(85,382)40,750 
Prepaid expenses and other assets33,571 1,007 
Accounts payable21,862 29,879 
Accrued expenses10,102 45,572 
Other long-term obligations(640)117 
Operating lease liabilities(29,402)(26,809)
Net cash provided by operating activities178,622 88,920 
Cash flows from investing activities:
Additions to plant, property and equipment(57,047)(26,796)
Payments to acquire companies, net of cash acquired(733,614) 
Proceeds from the sale of business2,400  
Investments (4,439)
Other investing activities(633)(562)
Net cash used in investing activities(788,894)(31,797)
Cash flows from financing activities:
Repayments of long-term debt(400,072)(88)
Proceeds from issuance of long-term debt900,000  
Borrowings under revolving line of credit858,000 200,000 
Repayments under revolving line of credit(858,000)(200,000)
Premium paid on extinguishment of debt(6,124) 
Repurchase of common stock, including shares surrendered for tax withholding(7,811)(57,703)
Payment of contingent consideration liability(254)(154)
Distribution to noncontrolling interest(531)(96)
Payment of financing costs(14,109)(948)
Net cash provided (used) by financing activities471,099 (58,989)
Effect of exchange rate changes on cash, cash equivalents and restricted cash1,507 40 
Net decrease in cash, cash equivalents and restricted cash(137,666)(1,826)
Cash, cash equivalents and restricted cash at beginning of period666,397 510,701 
Cash, cash equivalents and restricted cash at end of period$528,731 $508,875 
Supplemental information:
Cash paid for interest$33,933 $35,330 
Cash paid for taxes$52,162 $15,714 
Operating lease right of use assets$63,503 $13,722 
See notes to condensed consolidated financial statements.
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CENTRAL GARDEN & PET COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three and Nine Months Ended June 26, 2021
(Unaudited)
1.     Basis of Presentation
The condensed consolidated balance sheets of Central Garden & Pet Company and subsidiaries (the “Company” or “Central”) as of June 26, 2021 and June 27, 2020, the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive income for the three and nine months ended June 26, 2021 and June 27, 2020 and the condensed consolidated statements of cash flows for the nine months ended June 26, 2021 and June 27, 2020 have been prepared by the Company, without audit. In the opinion of management, the interim financial statements include all normal recurring adjustments necessary for a fair statement of the results for the interim periods presented.
For the Company’s foreign businesses in the United Kingdom and Canada, the local currency is the functional currency. Assets and liabilities are translated using the exchange rate in effect at the balance sheet date. Income and expenses are translated at the average exchange rate for the period. Deferred taxes are not provided on translation gains and losses because the Company expects earnings of its foreign subsidiary to be permanently reinvested. Transaction gains and losses are included in results of operations.
Due to the seasonal nature of the Company’s garden business, the results of operations for the three and nine months ended June 26, 2021 are not necessarily indicative of the operating results that may be expected for the entire fiscal year. These interim financial statements should be read in conjunction with the annual audited financial statements, accounting policies and financial notes thereto, included in the Company’s 2020 Annual Report on Form 10-K, which has previously been filed with the Securities and Exchange Commission. The September 26, 2020 balance sheet presented herein was derived from the audited financial statements.
Change in Segment Components
During the first quarter of fiscal year 2021, the Company began reporting the results of its outdoor cushion operations in the Pet segment as a result of a change in internal management reporting lines due to potential synergies in sourcing, manufacturing and innovation and to be consistent with the reporting of financial information used to assess performance and allocate resources. These operations were previously reported in the Garden segment and are now managed and reported in the Pet segment. All prior period segment disclosures have been recast to reflect this segment change.
Noncontrolling Interest
Noncontrolling interest in the Company’s condensed consolidated financial statements represents the 20% interest not owned by Central in a consolidated subsidiary. Since the Company controls this subsidiary, its financial statements are consolidated with those of the Company, and the noncontrolling owner’s 20% share of the subsidiary’s net assets and results of operations is deducted and reported as noncontrolling interest on the consolidated balance sheets and as net income (loss) attributable to noncontrolling interest in the consolidated statements of operations. See Note 9, Supplemental Equity Information, for additional information.
Cash, Cash Equivalents and Restricted Cash
The Company considers cash and all highly liquid investments with an original maturity of three months or less at date of purchase to be cash and cash equivalents. Restricted cash includes cash and highly liquid instruments that are used as collateral for stand-alone letter of credit agreements related to normal business transactions. These agreements require the Company to maintain specified amounts of cash as collateral in segregated accounts to support the letters of credit issued thereunder, which will affect the amount of cash the Company has available for other uses. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the condensed consolidated statements of cash flows as of June 26, 2021, June 27, 2020 and September 26, 2020, respectively.
June 26, 2021June 27, 2020September 26, 2020
(in thousands)
Cash and cash equivalents$517,052 $495,339 $652,712 
Restricted cash11,679 13,536 13,685 
Total cash, cash equivalents and restricted cash$528,731 $508,875 $666,397 

Allowance for Credit Losses and Customer Allowances

The Company’s trade accounts receivable are recorded at net realizable value, which includes an allowance for estimated credit losses, as well as allowances for contractual customer deductions accounted for as variable consideration. Under the guidance found in ASC
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Topic 326, the “expected credit loss” model replaces the previous incurred loss model and requires consideration of a broader range of information to estimate expected credit losses over the lives of the Company’s trade accounts receivable. The Company’s prior methodology for estimating credit losses on its trade accounts receivable did not differ significantly from the new requirements of Topic 326.

The Company maintains an allowance for credit losses related to its trade accounts receivable for future expected credit losses for the inability of its customers to make required payments. The Company estimates the allowance based upon historical bad debts, current customer receivable balances and the customer’s financial condition. The allowance is adjusted to reflect changes in current and forecasted macroeconomic conditions. The Company’s estimate of credit losses includes expected current and future economic and market conditions surrounding the COVID-19 pandemic, which did not significantly impact its allowance.

Revenue Recognition
Revenue Recognition and Nature of Products and Services

The Company manufactures, markets and distributes a wide variety of branded, private label and third-party pet and garden products to wholesalers, distributors and retailers, primarily in the United States. The majority of the Company’s revenue is generated from the sale of finished pet and garden products. The Company also recognizes a minor amount of non-product revenue (less than 2% of consolidated net sales) from third-party logistics services, merchandising services and royalty income from sales-based licensing arrangements. Product and non-product revenue is recognized when performance obligations under the terms of the contracts with customers are satisfied. The Company recognizes product revenue when control over the finished goods transfers to its customers, which generally occurs upon shipment to, or receipt at, customers’ locations, as determined by the specific terms of the contract. These revenue arrangements generally have single performance obligations. Non-product revenue is recognized as the services are provided to the customer in the case of third-party logistics services and merchandising services, or as third-party licensee sales occur for royalty income. Revenue, which includes shipping and handling charges billed to the customer, is reported net of variable consideration and consideration payable to our customers, including applicable discounts, returns, allowances, trade promotion, unsaleable product, consumer coupon redemption and rebates. Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs.

Key sales terms are established on a frequent basis such that most customer arrangements and related incentives have a one year or shorter duration. As such, the Company does not capitalize contract inception costs. Product fulfillment costs are capitalized as a part of inventoriable costs in accordance with our inventory policies. The Company generally does not have unbilled receivables at the end of a period. Deferred revenues are not material and primarily include advance payments for services that have yet to be rendered. The Company does not receive noncash consideration for the sale of goods. Amounts billed and due from our customers are classified as receivables and require payment on a short-term basis; therefore, the Company does not have any significant financing components.

Sales Incentives and Other Promotional Programs
The Company routinely offers sales incentives and discounts through various regional and national programs to our customers and consumers. These programs include product discounts or allowances, product rebates, product returns, one-time or ongoing trade-promotion programs with customers and consumer coupon programs that require the Company to estimate and accrue the expected costs of such programs. The costs associated with these activities are accounted for as reductions to the transaction price of the Company’s products and are, therefore, recorded as reductions to gross sales at the time of sale. The Company bases its estimates of incentive costs on historical trend experience with similar programs, actual incentive terms per customer contractual obligations and expected levels of performance of trade promotions, utilizing customer and sales organization inputs. The Company maintains liabilities at the end of each period for the estimated incentive costs incurred but unpaid for these programs. Differences between estimated and actual incentive costs are generally not material and are recognized in earnings in the period such differences are determined. Reserves for product returns, accrued rebates and promotional accruals are included in the condensed consolidated balance sheets as part of accrued expenses, and the value of inventory associated with reserves for sales returns is included within prepaid expenses and other current assets on the condensed consolidated balance sheets.

Leases
The Company determines whether an arrangement contains a lease at inception by determining if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration and other facts and circumstances. Long-term operating lease right-of-use ("ROU") assets and current and long-term operating lease liabilities are presented separately in the condensed consolidated balance sheets. Finance lease ROU assets are presented in property, plant and equipment, net, and the related finance liabilities are presented with current and long-term debt in the condensed consolidated balance sheets.

Lease ROU assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets are calculated based on the lease liability adjusted for any
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lease payments paid to the lessor at or before the commencement date and excludes any lease incentives received from the lessor. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. As the Company's leases typically do not contain a readily determinable implicit rate, the Company determines the present value of the lease liability using its incremental borrowing rate at the lease commencement date based on the lease term on a collateralized basis. Variable lease payments are expensed as incurred and include certain non-lease components, such as maintenance and other services provided by the lessor, and other charges included in the lease, as applicable. Non-lease components and the lease components to which they relate are accounted for as a single lease component, as the Company has elected to combine lease and non-lease components for all classes of underlying assets.

Amortization of ROU lease assets is calculated on a straight-line basis over the lease term with the expense recorded in cost of sales or selling, general and administrative expenses, depending on the nature of the leased item. Interest expense is recorded over the lease term and is recorded in interest expense (based on a front-loaded interest expense pattern) for finance leases and is recorded in cost of sales or selling, general and administrative expenses (on a straight-line basis) for operating leases. All operating lease cash payments and interest on finance leases are recorded within cash flows from operating activities and all finance lease principal payments are recorded within cash flows from financing activities in the condensed consolidated statements of cash flows.

Recent Accounting Pronouncements
Accounting Pronouncements Recently Adopted
Credit Losses
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), which changes the impairment model for most financial assets to require measurement and recognition of expected credit losses for financial assets measured at amortized cost, including trade receivables. The model replaces the probable, incurred loss model for those assets and broadens the information an entity must consider when developing its expected credit loss estimate for assets measured at amortized cost. The Company adopted the standard as of September 27, 2020, and the adoption did not have a material impact on the Company's condensed consolidated financial statements and related disclosures. Additionally, there have been no significant changes to the Company's accounting policies as disclosed in the Company's fiscal 2020 Form 10-K as a result of the adoption of this new accounting guidance.
Goodwill and Intangible Assets
In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company adopted this standard as of September 27, 2020 on a prospective basis, and the adoption of this standard did not have a material impact on its condensed consolidated financial statements and related disclosures.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. The new guidance simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The Company adopted this guidance as of September 27, 2020 on a prospective basis. Based on the Company's most recent annual goodwill impairment test performed as of July 1, 2020, there were no reporting units for which the carrying amount of the reporting unit exceeded its fair value; therefore, the adoption of this ASU did not have an impact on the Company's condensed consolidated financial statements and related disclosures.

Fair Value Disclosures
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. This ASU modifies the disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. The Company adopted this standard as of September 27, 2020, and the adoption did not have a material impact on its condensed consolidated financial statements and related disclosures.
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Accounting Standards Not Yet Adopted
Accounting for Income Taxes
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes, which eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating taxes during the quarters and the recognition of deferred tax liabilities for outside basis differences. This guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for the Company in its first quarter of fiscal 2022 and would require the Company to recognize a cumulative effect adjustment to the opening balance of retained earnings, if applicable. The Company is currently evaluating the impact that ASU 2019-12 may have on its condensed consolidated financial statements.
2.     Fair Value Measurements
ASC 820 establishes a single authoritative definition of fair value, a framework for measuring fair value and expands disclosure of fair value measurements. ASC 820 requires financial assets and liabilities to be categorized based on the inputs used to calculate their fair values as follows:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 - Unobservable inputs for the asset or liability, which reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).
The Company’s financial instruments include cash and equivalents, short term investments consisting of bank certificates of deposit, accounts receivable and payable, derivative instruments, short-term borrowings, and accrued liabilities. The carrying amount of these instruments approximates fair value because of their short-term nature.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of June 26, 2021:
Level 1Level 2Level 3Total
(in thousands)
Liabilities:
Liability for contingent consideration (a)$ $ $1,083 $1,083 
Total liabilities$ $ $1,083 $1,083 

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of June 27, 2020:
Level 1Level 2Level 3Total
(in thousands)
Liabilities:
Liability for contingent consideration (a)$ $ $1,246 $1,246 
Total liabilities$ $ $1,246 $1,246 
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The following table presents the Company's financial assets and liabilities at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of September 26, 2020:
Level 1Level 2Level 3Total
(in thousands)
Liabilities:
Liability for contingent consideration (a)$ $ $1,369 $1,369 
Total liabilities$ $ $1,369 $1,369 
 
(a)The fair values of the Company's contingent consideration liabilities from previous business acquisitions are considered "Level 3" measurements because the Company uses various estimates in the valuation models to project timing and amount of future contingent payments. The liability for contingent consideration relates to an earn-out for B2E, acquired in December 2012, future performance-based contingent payments for Hydro-Organics Wholesale, Inc., acquired in October 2015 and future performance-based contingent payments for Segrest, Inc., acquired in October 2016. In December 2019, performance-based criteria associated with the $6 million contingent consideration liability related to Segrest, Inc. were met and accordingly, the entire amount was released out of an independent escrow account to the former owners as of December 28, 2019. The performance period related to B2E ended on December 31, 2020. The performance period related to Hydro-Organics Wholesale extends through fiscal year 2025. The fair value of the estimated contingent consideration arrangement is determined based on the Company’s evaluation as to the probability and amount of any earn-out that will be achieved based on expected future performance by the acquired entity. This is presented as part of long-term liabilities in the Company's consolidated balance sheets.
The following table provides a summary of the changes in fair value of the Company's Level 3 financial instruments for the periods ended June 26, 2021 and June 27, 2020:
 Amount
(in thousands)
Balance September 26, 2020$1,369 
Estimated contingent performance-based consideration established at the time of acquisition 
Changes in the fair value of contingent performance-based payments established at the time of acquisition(32)
Performance-based payments (254)
Balance June 26, 2021$1,083 
 
 Amount
(in thousands)
Balance September 28, 2019$7,369 
Estimated contingent performance-based consideration established at the time of acquisition 
Changes in the fair value of contingent performance-based payments established at the time of acquisition31 
Performance-based payments(6,154)
Balance June 27, 2020$1,246 
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
The Company measures certain non-financial assets and liabilities, including long-lived assets, goodwill and intangible assets, at fair value on a non-recurring basis. Fair value measurements of non-financial assets and non-financial liabilities are used primarily in the impairment analyses of long-lived assets, goodwill and other intangible assets. During the periods ended June 26, 2021 and June 27, 2020, the Company was not required to measure any significant non-financial assets and liabilities at fair value.
Fair Value of Other Financial Instruments
In April 2021, the Company issued $400 million aggregate principal amount of 4.125% senior notes due April 2031 (the "2031 Notes). The estimated fair value of the Company's 2031 Notes as of June 26, 2021 was $405.1 million compared to a carrying value of $394.1 million.
In October 2020, the Company issued $500 million aggregate principal amount of 4.125% senior notes due October 2030 (the "2030 Notes"). The estimated fair value of the Company's 2030 Notes as of June 26, 2021 was $511.1 million, compared to a carrying value of $492.6 million.
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In December 2017, the Company issued $300 million aggregate principal amount of 5.125% senior notes due February 2028 (the "2028 Notes"). The estimated fair value of the Company's 2028 Notes as of June 26, 2021, June 27, 2020 and September 26, 2020 was $318.0 million, $310.9 million and $316.0 million, respectively, compared to a carrying value of $296.9 million, $296.5 million and $296.6 million, respectively.
In November 2020, the Company redeemed $400 million aggregate principal amount of 6.125% senior notes due November 2023 (the “2023 Notes”) at a price of 101.531%.
The estimated fair value is based on quoted market prices for these notes, which are Level 1 inputs within the fair value hierarchy.

3.     Acquisitions and Divestitures

Acquisitions
DoMyOwn
On December 18, 2020, the Company acquired DoMyOwn, a leading online retailer of professional-grade control products, for approximately $81 million. The acquisition strengthens the Company's position in the control products category and adds a leading online platform for eCommerce fulfillment and digital capabilities. The Company has not yet finalized the allocation of the purchase price to the fair value of the tangible assets, intangible assets and liabilities acquired. Approximately $79 million of the purchase price remains unallocated, and is included in other assets on the Company's condensed consolidated balance sheet as of June 26, 2021. Deferred taxes associated with the intangible assets acquired will be finalized upon completion of the purchase accounting. The financial results of DoMyOwn have been included in the results of operations within the Garden segment since the date of acquisition.
Hopewell Nursery
On December 31, 2020, the Company purchased substantially all of the assets of Hopewell Nursery, a leading live goods wholesale grower serving retail nurseries, landscape contractors, wholesalers and garden centers across the Northeast, for approximately $81 million. The Company has not yet finalized the allocation of the purchase price to the fair value of the tangible assets, intangible assets and liabilities acquired. Approximately $14 million of the purchase price remains unallocated, and is included in other assets on the Company's condensed consolidated balance sheet as of June 26, 2021. Deferred taxes associated with the intangible assets acquired will be finalized upon completion of the purchase accounting. The addition of Hopewell to the Central portfolio strengthens the Company's position as a leading live goods provider in the garden category. The financial results of Hopewell Nursery have been included in the results of operations within the Garden segment since the date of acquisition.
Green Garden Products
On February 11, 2021, the Company acquired Flora Parent, Inc. and its subsidiaries ("Green Garden Products"), a leading provider of vegetable, herb and flower seed packets, seed starters and plant nutrients in North America, for approximately $571 million. The Company borrowed approximately $180 million under its credit facility to partially finance the acquisition. The Company has not yet finalized the allocation of the purchase price to the fair value of the tangible assets, intangible assets and liabilities acquired. Approximately $451 million of the purchase price remains unallocated, and is included in other assets on the Company's condensed consolidated balance sheet as of June 26, 2021. Deferred taxes associated with the intangible assets acquired will be finalized upon completion of the purchase accounting. The addition of Green Garden Products expands the Company's portfolio into an adjacent garden category. The financial results of Green Garden have been included in the results of operations within the Garden segment since the date of acquisition. For the three and nine month periods ended June 26, 2021, net sales and net income (loss) related to Green Garden Products were approximately $57 million and $(3) million, and $112 million and $2 million, respectively.
The following unaudited pro forma financial information summarizes the combined results of operations for Central and Green Garden Products as if the companies were combined as of the beginning of fiscal year 2020.
Three months endedNine months ended
June 26, 2021June 27, 2020June 26, 2021June 27, 2020
(in thousands except per share amounts, unaudited)
Net sales$1,037,075 $903,166 $2,618,850 $2,155,753 
Net income attributable to Central Garden & Pet Company$76,186 $89,780 $178,515 $133,471 
Diluted net income per share attributable to Central Garden & Pet Company$1.37 $1.66 $3.23 $2.43 
13


This pro forma information is based on historical results of operations, adjusted for the preliminary estimated allocation of the purchase price and other acquisition adjustments. This pro forma information is not necessarily indicative of what the results of the Company would have been had it operated the business since the beginning of the periods presented. The pro forma adjustments reflect the income statement effects of the elimination of intercompany sales and profit, amortization of intangible assets related to the fair value adjustments of the assets acquired, elimination of interest expense on Green Garden Products debt that was paid off at the time of acquisition, incremental interest expense directly resulting from the acquisition and the related tax effects.

Divestiture
Breeder's Choice
In December 2020, the Company completed the sale of certain assets of its Breeder's Choice business unit. Prior to the sale of Breeder's Choice assets, the Company recognized the financial results of the business unit in its Pet segment. The Company received cash proceeds of $2.4 million and sold approximately $4.7 million of current and long-term net assets. The Company recognized a loss on the sale of the Breeder's Choice business unit of approximately $2.6 million during the three months ended December 26, 2020 as part of selling, general and administrative expenses in the Company's condensed consolidated statement of operations.

4.     Inventories, net
Inventories, net of allowance for obsolescence, consist of the following:
June 26, 2021June 27, 2020September 26, 2020
(in thousands)
Raw materials$199,701 $151,412 $152,692 
Work in progress74,039 42,185 49,312 
Finished goods338,709 218,542 218,847 
Supplies14,186 13,780 18,764 
Total inventories, net$626,635 $425,919 $439,615 

5.    Goodwill
The Company tests goodwill for impairment annually (as of the first day of the fourth fiscal quarter), or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount, by first assessing qualitative factors to determine whether it is more likely than not the fair value of the reporting unit is less than its carrying amount. If it is determined that it is more likely than not the fair value of the reporting unit is greater than its carrying amount, it is unnecessary to perform the quantitative goodwill impairment test. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative test is performed to identify potential goodwill impairment. Based on certain circumstances, the Company may elect to bypass the qualitative assessment and proceed directly to performing the quantitative goodwill impairment test, which compares the fair value of the Company’s reporting units to their related carrying values, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company’s goodwill impairment analysis also includes a comparison of the aggregate estimated fair value of its two reporting units to the Company’s total market capitalization. No impairment of goodwill was recorded for the three and nine months ended June 26, 2021 and June 27, 2020.
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6.    Other Intangible Assets

The following table summarizes the components of gross and net acquired intangible assets:
GrossAccumulated
Amortization
Accumulated
Impairment
Net
Carrying
Value
 (in millions)
June 26, 2021
Marketing-related intangible assets – amortizable$20.6 $(18.3)$ $2.3 
Marketing-related intangible assets – nonamortizable70.6  (26.0)44.6 
Total91.2 (18.3)(26.0)46.9 
Customer-related intangible assets – amortizable140.3 (72.1)(2.5)65.7 
Other acquired intangible assets – amortizable26.0 (19.4) 6.6 
Other acquired intangible assets – nonamortizable7.1  (1.2)5.9 
Total33.1 (19.4)(1.2)12.5 
Total other intangible assets, net$264.6 $(109.8)$(29.7)$125.1 
 GrossAccumulated
Amortization
Accumulated
Impairment
Net
Carrying
Value
 (in millions)
June 27, 2020
Marketing-related intangible assets – amortizable$20.6 $(17.3)$ $3.3 
Marketing-related intangible assets – nonamortizable70.6  (26.0)44.6 
Total91.2 (17.3)(26.0)47.9 
Customer-related intangible assets – amortizable140.3 (61.4)(2.5)76.3 
Other acquired intangible assets – amortizable26.0 (17.8) 8.2 
Other acquired intangible assets – nonamortizable7.1  (1.2)5.9 
Total33.0 (17.8)(1.2)14.1 
Total other intangible assets, net$264.6 $(96.5)$(29.7)$138.3 
 GrossAccumulated
Amortization
Accumulated
Impairment
Net
Carrying
Value
 (in millions)
September 26, 2020
Marketing-related intangible assets – amortizable$20.6 $(17.6)$ $3.0 
Marketing-related intangible assets – nonamortizable70.6  (26.0)44.6 
Total91.2 (17.6)(26.0)47.6 
Customer-related intangible assets – amortizable140.3 (64.1)(2.5)73.7 
Other acquired intangible assets – amortizable26.0 (18.2) 7.8 
Other acquired intangible assets – nonamortizable7.1  (1.2)5.9 
Total33.1 (18.2)(1.2)13.6 
Total other intangible assets, net$264.6 $(99.9)$(29.8)$134.9 
Other acquired intangible assets include contract-based and technology-based intangible assets.
The Company evaluates long-lived assets, including amortizable and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. The Company evaluates indefinite-lived intangible assets on an annual basis. Factors indicating the carrying value of the Company’s amortizable intangible assets may not be recoverable were not present in the three or nine months ended June 26, 2021, and accordingly, no impairment testing was performed on these assets.
The Company amortizes its acquired intangible assets with definite lives over periods ranging from three years to 25 years; over weighted average remaining lives of three years for marketing-related intangibles, eight years for customer-related intangibles and 10 years
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for other acquired intangibles. Amortization expense for intangibles subject to amortization was approximately $3.2 million and $3.4 million for the three months ended June 26, 2021 and June 27, 2020, respectively, and $9.9 million and $10.6 million for the nine months ended June 26, 2021 and June 27, 2020, respectively, and is classified within selling, general and administrative expenses in the condensed consolidated statements of operations. Estimated annual amortization expense related to acquired intangible assets in each of the succeeding five years is estimated to be approximately $12 million per year from fiscal 2021 through fiscal 2025 and thereafter.
.
7.    Leases

The Company has operating and finance leases for manufacturing and distribution facilities, vehicles, equipment and office space. The Company's leases have remaining lease terms of one to 14 years, inclusive of renewal or termination options that the Company is reasonably certain to exercise. The Company does not include significant restrictions or covenants in its lease agreements, and residual value guarantees are not included within its operating leases. Some of the Company's leasing arrangements require variable payments that are dependent on usage or output or may vary for other reasons, such as product costs, insurance and tax payments. These variable payments are not included in the Company's recorded lease assets and liabilities and are expensed as incurred. Certain leases are tied to a variable index or rate and are included in lease assets and liabilities based on the indices or rates as of lease commencement. See Note 1. Basis of Presentation, Leases, for more information about the Company's lease accounting policies.

Supplemental balance sheet information related to the Company's leases was as follows:
Balance Sheet ClassificationJune 26, 2021June 27, 2020
(in millions)
Operating leases
Right-of-use assetsOperating lease right-of-use assets$149.6 $99.1 
Current lease liabilitiesCurrent lease liabilities$39.6 $31.6 
Non-current lease liabilitiesLong-term lease liabilities115.2 71.5
Total operating lease liabilities$154.8 $103.1 
Finance leases
Right-of-use assetsProperty, plant and equipment, net$0.2 $0.3 
Current lease liabilitiesCurrent portion of long-term debt$0.1 $0.1 
Non-current lease liabilitiesLong-term debt 0.1 
Total finance lease liabilities$0.1 $0.2 



Components of lease cost were as follows:
Nine Months Ended
June 26, 2021
Nine Months Ended
June 27, 2020
(in millions)
Operating lease cost$32.9 $29.0 
Finance lease cost:
     Amortization of right-of-use assets$0.1 $0.1 
     Interest on lease liabilities  
Total finance lease cost$0.1 $0.1 
Short-term lease cost$3.5 $2.7 
Variable lease cost$8.1 $5.1 
Total lease cost$44.6 $36.9 


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Supplemental cash flow information and non-cash activity related to the Company's leases was as follows:
Nine Months Ended
June 26, 2021
Nine Months Ended
June 27, 2020
(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
     Operating cash flows from operating leases$29.4 $26.8 
     Operating cash flows from finance leases$ $ 
     Financing cash flows from finance leases$0.1 $0.1 
Right-of-use assets obtained in exchange for lease obligations:
     Operating leases$63.5 $13.7 
     Finance leases$ $ 

Weighted-average remaining lease term and discount rate for the Company's leases were as follows:
June 26, 2021June 27, 2020
Weighted-average remaining lease term (in years):
     Operating leases6.44.8
     Finance leases1.42.2
Weighted-average discount rate:
     Operating leases2.8 %3.8 %
     Finance leases4.8 %4.8 %

Future non-cancelable lease payments are as follows:
As of June 26, 2021
Operating LeasesFinance Leases
Fiscal Year(in millions)
2021 (remaining three months)$11.6 $ 
202241.3 0.1 
202329.6  
202422.3  
202518.2  
Thereafter49.1  
Total future undiscounted lease payments$172.1 $0.1 
Less imputed interest(17.3) 
Total reported lease liability$154.8 $0.1 


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8.    Long-Term Debt
Long-term debt consists of the following:
June 26, 2021June 27, 2020September 26, 2020
 (in thousands)
Senior notes, interest at 6.125%, payable semi-annually, principal due November 2023
$ $400,000 $400,000 
Senior notes, interest at 5.125%, payable semi-annually, principal due February 2028
300,000 300,000 300,000 
Senior notes, interest at 4.125%, payable semi-annually, principal due October 2030
500,000   
Senior notes, interest at 4.125%, payable semi-annually, principal due April 2031
400,000   
Unamortized debt issuance costs(16,445)(6,207)(6,142)
Net carrying value1,183,555 693,793 693,858 
Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.00% to 1.50% or Base Rate plus a margin of 0.0% to 0.50%, final maturity September 2024.
   
Other notes payable