```markdown [PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for the three and six months ended March 26, 2022, including balance sheets, statements of operations, comprehensive income, cash flows, and detailed notes on accounting policies and key financial events [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) | Balance Sheet Items | March 26, 2022 | March 27, 2021 | September 25, 2021 | | :--- | :--- | :--- | :--- | | **Total Current Assets** | $1.62B | $1.41B | $1.54B | | Inventories, net | $888.1M | $672.9M | $685.2M | | Goodwill | $512.0M | $290.0M | $369.4M | | Other intangible assets, net | $499.3M | $128.2M | $134.4M | | **Total Assets** | **$3.35B** | **$2.85B** | **$3.12B** | | **Total Current Liabilities** | $570.7M | $536.8M | $522.3M | | Long-term debt | $1.19B | $978.9M | $1.18B | | **Total Equity** | **$1.29B** | **$1.16B** | **$1.22B** | - Significant year-over-year increases in Inventories, Goodwill, and Other intangible assets are notable, primarily driven by recent acquisitions. Total assets grew by approximately **17.6%** compared to March 27, 2021[12](index=12&type=chunk) [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) | Income Statement (Three Months Ended) | March 26, 2022 | March 27, 2021 | | :--- | :--- | :--- | | Net sales | $954.4M | $935.3M | | Gross profit | $286.8M | $272.4M | | Operating income | $106.8M | $104.6M | | Net income attributable to Central | $69.7M | $73.0M | | Diluted EPS | $1.27 | $1.32 | | Income Statement (Six Months Ended) | March 26, 2022 | March 27, 2021 | | :--- | :--- | :--- | | Net sales | $1.62B | $1.53B | | Gross profit | $485.0M | $437.8M | | Operating income | $133.1M | $131.6M | | Net income attributable to Central | $78.7M | $78.6M | | Diluted EPS | $1.44 | $1.43 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | Cash Flow (Six Months Ended) | March 26, 2022 | March 27, 2021 | | :--- | :--- | :--- | | Net cash used by operating activities | ($272.1M) | ($120.2M) | | Net cash used in investing activities | ($77.2M) | ($765.4M) | | Net cash (used) provided by financing activities | ($23.0M) | $270.5M | | Net decrease in cash | ($372.8M) | ($613.9M) | - The significant decrease in cash used for investing activities in 2022 compared to 2021 is primarily due to large acquisition payments made in the prior year period. Cash from financing activities also shifted from a large inflow in 2021 (from debt issuance) to a small outflow in 2022[21](index=21&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) - The company completed two key acquisitions in fiscal 2021: Green Garden Products for approximately **$571.0M** and D&D Commodities, Ltd. for approximately **$88.0M** in cash plus assumed debt. These acquisitions are part of the Garden segment[52](index=52&type=chunk)[54](index=54&type=chunk) - As of March 26, 2022, total long-term debt was approximately **$1.19B**, consisting primarily of three series of senior notes: **$300M** due 2028, **$500M** due 2030, and **$400M** due 2031[66](index=66&type=chunk) | Segment Net Sales (Three Months Ended) | March 26, 2022 | March 27, 2021 | | :--- | :--- | :--- | | Pet segment | $497.6M | $492.0M | | Garden segment | $456.7M | $443.3M | | Segment Operating Income (Three Months Ended) | March 26, 2022 | March 27, 2021 | | :--- | :--- | :--- | | Pet segment | $60.6M | $62.1M | | Garden segment | $70.5M | $66.0M | - The company is involved in a legal proceeding with Nite Glow Industries. A federal court ordered a new trial on damages for a single claim of misappropriation of confidential information, after dismissing patent infringement and breach of contract claims[113](index=113&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the financial results for the second quarter of fiscal 2022, highlighting a **2.0%** increase in net sales driven by acquisitions and pricing actions, partially offset by a **3.5%** decline in organic sales, detailing segment performance, liquidity, and capital resources [Results of Operations](index=32&type=section&id=Results%20of%20Operations) | Metric (Q2 FY22 vs Q2 FY21) | Value | Change | | :--- | :--- | :--- | | Net Sales | $954.4M | +2.0% | | Organic Net Sales | - | -3.5% | | Gross Margin | 30.1% | +100 bps | | Operating Income | $106.8M | +2.1% | | Net Income | $69.7M | -4.5% | | Diluted EPS | $1.27 | -3.8% | - For Q2 2022, the Pet segment's organic sales increased **1.2%** due to pricing actions. The Garden segment's sales increased **3.0%** due to acquisitions, but organic sales decreased **8.7%** primarily due to unfavorable weather delaying the start of the garden season[123](index=123&type=chunk) - The company is experiencing significant cost inflation in commodities, labor, and freight. While pricing actions have been implemented, management does not anticipate fully offsetting these cost pressures in fiscal 2022[124](index=124&type=chunk) [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) - Net cash used by operating activities increased to **$272.1M** for the first six months of FY2022, up from **$120.2M** in the prior year, primarily due to an intentional build-up of inventory to manage supply chain disruptions and rising input costs[163](index=163&type=chunk) - Total debt outstanding was **$1.19B** at March 26, 2022. The company's primary liquidity sources are cash from operations and a **$750M** asset-based revolving credit facility, which had approximately **$652M** of availability[167](index=167&type=chunk)[179](index=179&type=chunk) - During the six months ended March 26, 2022, the company repurchased approximately **0.4 million shares** of its Class A common stock for about **$16.1M**[166](index=166&type=chunk) - On December 16, 2021, the company entered into an Amended Credit Agreement, increasing its senior secured asset-based revolving credit facility to **$750M** and extending the maturity to December 2026[178](index=178&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=51&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states there has been no material change in its exposure to market risk from the information provided in its Annual Report on Form 10-K for the fiscal year ended September 25, 2021 - There has been no material change in the company's exposure to market risk since the last annual report[192](index=192&type=chunk) [Controls and Procedures](index=51&type=section&id=Item%204.%20Controls%20and%20Procedures) Based on a review by the Chief Executive Officer and principal financial officer, the company's disclosure controls and procedures were deemed effective as of March 26, 2022, with no material changes to internal control over financial reporting during the quarter - The CEO and principal financial officer concluded that disclosure controls and procedures were effective as of the end of the period[193](index=193&type=chunk) - No material changes to the company's internal control over financial reporting were identified during the second quarter of fiscal 2022[194](index=194&type=chunk) [PART II. OTHER INFORMATION](index=51&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=51&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in a lawsuit with Nite Glow Industries, Inc. regarding alleged patent infringement and misappropriation of confidential information, with a federal appeals court ordering a new trial limited to determining damages for the misappropriation claim - The company is engaged in an ongoing legal dispute with Nite Glow Industries. A Federal Circuit Court of Appeals ordered a new trial focused solely on the damages related to a misappropriation of confidential information claim, having dismissed other claims[196](index=196&type=chunk) [Risk Factors](index=53&type=section&id=Item%201A.%20Risk%20Factors) This section states that there have been no material changes from the risk factors that were previously disclosed in the company's Form 10-K for the fiscal year ended September 25, 2021 - No material changes to the risk factors disclosed in the last annual report have occurred[200](index=200&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=53&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company provides details on its stock repurchase activity for the second fiscal quarter of 2022, with **248,999 shares** repurchased under a **$100M** share repurchase program | Repurchase Period (FY 2022) | Total Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | Dec 26, 2021 - Jan 29, 2022 | 52,558 | **$41.94** | | Jan 30, 2022 - Feb 26, 2022 | 107,916 | **$41.75** | | Feb 27, 2022 - Mar 26, 2022 | 88,525 | **$41.21** | | **Total for Quarter** | **248,999** | **$41.60** | - As of March 26, 2022, the company had **$100M** of authorization remaining under its 2019 Repurchase Authorization program[202](index=202&type=chunk) [Exhibits](index=55&type=section&id=Item%206.%20Exhibits) This section lists all the exhibits filed with the Form 10-Q report, including amended by-laws, an employment agreement modification, guarantor subsidiaries, CEO and CFO certifications, and financial statements in Inline XBRL format - Exhibits filed include amended by-laws, executive compensation agreements, Sarbanes-Oxley certifications, and financial data in XBRL format[206](index=206&type=chunk)[208](index=208&type=chunk)[210](index=210&type=chunk)[214](index=214&type=chunk) ```

Financial Performance - Consolidated net sales for fiscal 2021 were $3.3 billion, with the Pet segment contributing approximately $1.9 billion and the Garden segment approximately $1.4 billion[108]. - In Q1 fiscal 2022, net sales increased by $69.2 million, or 11.7%, to $661.4 million, primarily driven by sales from four fiscal 2021 acquisitions[110]. - Organic net sales in Q1 fiscal 2022 increased by 0.5%, with a 0.8% increase in the Pet segment and a 0.3% decline in the Garden segment[110]. - The company reported a GAAP net income of $9.009 million for the three months ended December 25, 2021, compared to $5.613 million for the same period in 2020, representing a 60.5% increase[134]. - Non-GAAP net income attributable to the company was $15.706 million for the three months ended December 25, 2021, compared to $9.009 million for the same period in 2020, reflecting a 74.5% increase[134]. - The company’s adjusted EBITDA for the three months ended December 25, 2021, was $51.603 million, compared to $44.624 million for the same period in 2020, indicating a 15.4% increase[138]. - Organic net sales for the company were $591.4 million for the three months ended December 25, 2021, up from $588.3 million for the same period in 2020, showing a 0.5% increase[135]. - The company experienced a 44.7% increase in net sales for its Garden segment, reaching $225.4 million for the three months ended December 25, 2021, compared to $155.8 million for the same period in 2020[138]. Profitability and Expenses - Gross profit for Q1 fiscal 2022 rose by $32.8 million, or 19.8%, to $198.2 million, with gross margin increasing by 210 basis points to 30.0%[117]. - Selling, general and administrative expenses increased by $33.6 million, or 24.3%, to $172.0 million, representing 26.0% of net sales[118]. - Operating income for Q1 fiscal 2022 decreased by $0.8 million, or 3.1%, to $26.2 million, with an operating margin of 4.0%[122]. - The effective income tax rate for Q1 fiscal 2022 was 20.7%, up from 19.7% in the prior year, primarily due to increased foreign earnings in higher tax jurisdictions[125]. - The company’s GAAP diluted net income per share was $0.16 for the three months ended December 25, 2021, compared to $0.10 for the same period in 2020[134]. - The company’s non-GAAP diluted net income per share was $0.16 for the three months ended December 25, 2021, compared to $0.29 for the same period in 2020[134]. Cash Flow and Debt - Net cash used by operating activities increased by $56.4 million, from $36.1 million for the three months ended December 26, 2020, to $92.5 million for the three months ended December 25, 2021[143]. - Net cash used in investing activities decreased by $67.3 million, from $93.4 million for the three months ended December 26, 2020, to $26.1 million for the three months ended December 25, 2021[144]. - Total debt outstanding increased to $1,185.5 million at December 25, 2021, compared to $789.0 million at December 26, 2020[147]. - The company incurred approximately $6 million of debt issuance costs in conjunction with the issuance of 4.125% Senior Notes due 2031[149]. Capital Expenditures and Acquisitions - The company anticipates capital expenditures of approximately $80 million to $90 million in fiscal 2022, with $24 million already invested through December 25, 2021[146]. - The company expects to continue evaluating potential acquisition candidates in the future as part of its growth strategy[146]. Operational Challenges - The company faced operational challenges due to COVID-19, including increased demand and supply chain disruptions, impacting service and fill rates[112]. - Inflationary pressures have impacted the company's revenues and margins, particularly due to rising costs for key commodities, labor, and freight during fiscal 2021 and continuing into fiscal 2022[140]. Credit Facilities - The company entered into an amended credit agreement providing up to $750 million in a senior secured asset-based revolving credit facility, maturing on December 16, 2026[111]. - The Amended Credit Facility provides for a $750 million principal amount, with net availability of approximately $414 million as of December 25, 2021[160]. - The applicable interest rate for Base Rate borrowings was 3.3%, and for one-month LIBOR-based borrowings was 1.1% as of December 25, 2021[161]. - The Amended Credit Facility requires a minimum fixed charge coverage ratio of 1.00:1.00 upon triggered quarterly testing[163]. Parent/Issuer Financials - For the three months ended December 25, 2021, net sales for the Parent/Issuer were $185,406 thousand, while Guarantors reported net sales of $427,511 thousand[168]. - The gross profit for the Parent/Issuer was $42,619 thousand, and for Guarantors, it was $143,599 thousand for the same period[168]. - The net income (loss) for the Parent/Issuer was $(16,353) thousand, while Guarantors reported net income of $29,530 thousand[168]. - Total assets for the Parent/Issuer as of December 25, 2021, were $3,733,912 thousand, compared to Guarantors' total assets of $3,226,679 thousand[168]. - Current liabilities for the Parent/Issuer were $176,072 thousand, while Guarantors had current liabilities of $294,189 thousand[168]. - Long-term debt for the Parent/Issuer was $1,184,479 thousand, with no long-term debt reported for Guarantors[168]. - Total liabilities for the Parent/Issuer were $2,735,392 thousand, while Guarantors reported total liabilities of $449,308 thousand[168]. - There have been no material changes to off-balance sheet arrangements or contractual obligations since the last annual report[169][170].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________________________________________________________ FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 25, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File Number 1-33268 Central Garden & Pet Company (Ex ...

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 Central Garden & Pet Company ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________________________________________________________________ FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 27, 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 Delaware 68-0275553 (State ...

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 December 26, 2020 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 Delaware 68-0275553 (Sta ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________________________________________________________ FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 26, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File Number 1-33268 CENTRAL GARDEN & PET COMPANY (Ex ...

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 27, 2020 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 Delaware 68-0275553 (State o ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________________________________________________________________ FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 28, 2020 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 Delaware 68-0275553 (State ...

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 December 28, 2019 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 Delaware 68-0275553 (Sta ...