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Section 1: 8-K (CENTRAL GARDEN & PET COMPANY 8-K)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
______________


FORM 8-K
CURRENT REPORT

Pursuant To Section 13 of 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 7, 2018

Central Garden & Pet Company

(Exact name of registrant as specified in its charter)

 

Delaware

001-33268

68-0275553

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

1340 Treat Boulevard, Suite 600, Walnut Creek, California

 

94597

(Address of principal executive offices)

  (Zip Code)

Registrant's telephone number, including area code

(925) 948-4000

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405  of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange act of 1934 (§240.12b-2 of this chapter).
     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.          


Item 2.02  Results of Operations and Financial Condition.

On May 7, 2018, Central Garden & Pet Company issued a press release announcing its financial results for the second fiscal quarter ended March 31, 2018.  A copy of the press release is attached as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits.

Exhibit 99.1        Press release dated May 7, 2018.



SIGNATURES

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

 

CENTRAL GARDEN & PET COMPANY

 

 

 

 

By:

/s/ Nicholas Lahanas

Nicholas Lahanas

Chief Financial Officer

(Principal Financial Officer)

 

Dated:

May 7, 2018

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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit 99.1

Central Garden & Pet Company Announces Record Fiscal Second Quarter Revenues and Profits

Fiscal 2Q 2018 sales increased 7.6% to $613.1 million; Organic sales up 6.1%

Fiscal 2Q 2018 diluted EPS increased to $0.86 vs. $0.67 in Fiscal 2Q 2017

WALNUT CREEK, Calif.--(BUSINESS WIRE)--May 7, 2018--Central Garden & Pet Company (NASDAQ: CENT) (NASDAQ: CENTA), a leading innovator, producer and distributor of branded and private label products for the lawn & garden and pet supplies markets, today announced financial results for its fiscal 2018 second quarter ended March 31, 2018.

Fiscal 2018 Second Quarter Financial Results

Total net sales increased 7.6% to $613.1 million compared to $569.9 million in the second quarter a year ago driven by solid organic growth in both the Garden and Pet segments. Organic sales increased 6.1%, benefiting from new product introductions, shelf space gains, and expanded distribution of both branded and private label products. Branded product sales of $497.6 million increased 8.8%, and sales of other manufacturers’ products of $115.5 million rose 2.5%. Gross margin of 31.7% declined 50 basis points compared to the second quarter a year ago, due in part to a shift in the mix of sales in the Pet segment, and an increase in certain raw materials and freight costs across the Company.

Second quarter operating income increased to $65.8 million from $63.9 million in the second quarter a year ago and operating margin decreased 50 basis points to 10.7%. Operating margin was negatively impacted by the decrease in gross margin, while SG&A as a percentage of sales remained flat at 21.0%.

Net income of $45.2 million increased 30.4% compared to $34.7 million in the second quarter a year ago, due to the revenue increase, a reduction in Federal tax rates, recent changes in accounting standards around non-cash equity compensation expense, and an increase in other income from the Company's joint venture investments. The impact of these changes more than offset an increase in interest expense of $3.7 million. Earnings per diluted share increased 28.4% to $0.86 from $0.67 in the second quarter a year ago.


"Central reported another quarter of solid results, and we are very pleased with the organic growth that we are driving," said George Roeth, President & CEO of Central Garden & Pet. "We are executing well in bringing new products to market and expanding distribution of existing products in channels where we are under-represented, all while providing significant value to both our customers and consumers." Roeth continued, "We experienced strong sell-in for the garden season this quarter. How consumer takeaway plays out in our third fiscal quarter will largely determine how much of this quarter's gain we retain."

Pet Segment Fiscal 2018 Second Quarter Results

Second quarter net sales for the Pet segment increased 7.8% to $321.7 million, from the same period a year ago, driven primarily by higher organic Pet sales, which increased 6.3%. Continued strength in the e-commerce and mass channels were primary drivers of the increase. The Pet segment’s second quarter branded product sales were $257.4 million, up 7.0% compared to a year ago, and sales of other manufacturers’ products were $64.3 million, an increase of 11.1%, driven primarily by growth at one large grocery customer where the Company is in the process of rolling out its new store-within-a-store operating concept.

The Pet segment’s operating income declined 5.4% compared to the second quarter a year ago to $32.8 million. Pet operating margin decreased to 10.2%, a decline of 140 basis points compared to the second quarter a year ago. A lower gross margin, impacted by an unfavorable sales mix, due in part to unfavorable weather for the animal health business, was a factor in the decline, as were higher logistics expenses in the Company's Pet distribution business related to the ramp up for expected volume gains.

Garden Segment Fiscal 2018 Second Quarter Results

Net sales for the Garden segment rose 7.3% to $291.4 million, including revenue from the Company's acquisition of Bell Nursery that closed in mid-March. Organic growth increased 5.8%. A strong load-in for the season, as well as favorable timing of orders vs. the prior year, drove the organic sales growth. Most major Garden business categories experienced increases, continuing to benefit from new products and expanded distribution of both branded and private label products. The Garden segment’s branded product sales were $240.2 million in the quarter, up 10.8% compared to the second quarter a year ago. Sales of other manufacturers’ products were down 6.6% to $51.2 million.


The Garden segment’s operating income in the quarter increased 10.3% to $50.7 million. Operating margin increased 50 basis points to 17.4% due to cost savings and production efficiencies. Both income and margin benefited in particular from stronger results in the grass seed business.

Year-to-date 2018 Operating Income, Net Earnings and EPS

For the six months ended March 31, 2018, the Company reported:

Additional Information

Other income in the second quarter of 2018 increased to $1.5 million of income from an expense of $1.0 million in the second quarter of 2017, due primarily to one joint venture which is seasonal in nature and was not in the second quarter results of the prior year.


The Company's cash balance at the end of the quarter increased to $132.3 million compared to $6.2 million in the second quarter a year ago. Total debt at March 31, 2018 was $691.1 million compared to $496.2 million at March 25, 2017. Net interest expense was $9.9 million for the second quarter compared to $6.8 million in the prior-year period. The increases are primarily due to the Company's issuance of $300 million of fixed income securities in December 2017. The Company's leverage ratio at the end of the second quarter, as defined in the Company's credit agreement, was 3.2x compared to 2.5x at the end of the prior year quarter.

The Company’s effective tax rate for the second quarter of 2018 was 20.3%, compared with 37.1% for the second quarter of 2017. The decrease reflects the reduction in the Federal tax rate and the impact from the changes in recent accounting standards around non-cash equity compensation expense.

2018 Guidance

The Company is raising its annual guidance and now expects non-GAAP earnings per fully-diluted share of $1.90 or higher for fiscal 2018, with the increase predominately due to the inclusion of the Bell Nursery acquisition, though there does remain uncertainty as to how the garden season will play out through the remainder of the fiscal year.

Conference Call

The Company will host a conference call today at 4:30 p.m. Eastern Time / 1:30 p.m. Pacific Time to discuss its second quarter results. The conference call will be accessible via the internet through Central’s website, http://ir.central.com.

Alternatively, to listen to the call by telephone, dial (201) 689-8345 (domestic and international) using confirmation #13678235. A replay of the call will be available for three days by dialing (201) 612-7415 and entering confirmation #13678235.

About Central Garden & Pet

Central Garden & Pet Company is a leading innovator, producer and distributor of branded and private label products for the lawn & garden and pet supplies markets. Committed to new product innovation, our products are sold to specialty independent and mass retailers. Participating categories in Lawn & Garden include: Grass seed and the brands PENNINGTON®, and THE REBELS®; wild bird feed and the brand PENNINGTON®; weed and insect control and the brands AMDRO®, SEVIN®, and OVER-N-OUT®; fertilizer and the brands PENNINGTON® and IRONITE®; live plants from BELL NURSERY; and decorative outdoor patio products under the PENNINGTON® brand. We also provide a host of other regional and application-specific garden brands and supplies. Participating categories in Pet include: Animal health and the brands ADAMS, COMFORT ZONE®, FARNAM®, HORSE HEALTH and VITAFLEX®; aquatics and reptile and the brands AQUEON®, CORALIFE®, SEGREST and ZILLA®; bird & small animal and the brands KAYTEE®, Forti-Diet® and CRITTER TRAIL®; and dog & cat and the brands TFH, NYLABONE®, FOUR PAWS®, IMS®, CADET®, DMC™, K&H Pet Products, PINNACLE® and AVODERM®. We also provide a host of other application-specific pet brands and supplies. Central Garden & Pet Company is based in Walnut Creek, California, and has almost 5,000 employees, primarily in North America. For additional information on Central Garden & Pet Company, including access to the Company's SEC filings, please visit the Company’s website at www.central.com.


“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release which are not historical facts, expectations for future financial results and earnings guidance for fiscal 2018 are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. All forward-looking statements are based upon the Company’s current expectations and various assumptions. 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 release including, but not limited to, the following factors:

These risks and others are described in the Company’s Securities and Exchange Commission filings. The Company undertakes no obligation to publicly update these forward-looking statements to reflect new information, subsequent events or otherwise.


     

CENTRAL GARDEN & PET COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(Unaudited)

 
ASSETS March 31, 2018 March 25, 2017 September 30, 2017
Current assets:
Cash and cash equivalents $ 132,265 $ 6,169 $ 32,397
Restricted cash 13,948 10,988 12,645
Accounts receivable (less allowance for doubtful accounts of $20,976, $20,227 and $21,436) 395,151 343,202 237,868
Inventories 465,522 426,385 382,101
Prepaid expenses and other 26,677   23,610   18,045  
Total current assets 1,033,563 810,354 683,056
 
Land, buildings, improvements and equipment—net 210,563 175,940 180,913
Goodwill 268,243 230,385 256,275
Other intangible assets—net 141,530 91,424 116,067
Other assets 50,064   60,361   70,595  
Total $ 1,703,963   $ 1,368,464   $ 1,306,906  
 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 150,975 $ 141,791 $ 103,283
Accrued expenses 116,414 101,421 116,549
Current portion of long-term debt 20   374   375  
Total current liabilities 267,409 243,586 220,207
 
Long-term debt 691,084 495,870 395,278
Deferred taxes and other long-term obligations 40,368 34,517 54,279
 
Equity:
Common stock, $0.01 par value: 12,145,135, 12,176,787, and 12,160,023 shares outstanding at March 31, 2018, March 25, 2017 and September 30, 2017 121 122 122
Class A common stock, $0.01 par value: 38,171,595, 37,731,149 and 38,019,736 shares outstanding at March 31, 2018, March 25, 2017 and September 30, 2017 382 377 380
Class B stock, $0.01 par value: 1,652,262 shares outstanding 16 16 16
Additional paid-in capital 393,852 391,541 396,790
Accumulated earnings 310,810 202,822 239,329
Accumulated other comprehensive loss (673 ) (1,658 ) (951 )
Total Central Garden & Pet Company shareholders’ equity 704,508 593,220 635,686
Noncontrolling interest 594   1,271   1,456  
Total equity 705,102   594,491   637,142  
Total $ 1,703,963   $ 1,368,464   $ 1,306,906  
 

   

CENTRAL GARDEN & PET COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

 
Three Months Ended Six Months Ended

March 31,
2018

 

March 25,
2017

March 31,
2018

 

March 25,
2017

Net sales $ 613,094 $ 569,924 $ 1,055,105 $ 989,422
Cost of goods sold and occupancy 418,637   386,395   728,811   685,215  
Gross profit 194,457 183,529 326,294 304,207
Selling, general and administrative expenses 128,671   119,669   237,987   220,409  
Operating income 65,786 63,860 88,307 83,798
Interest expense (10,575 ) (6,830 ) (17,980 ) (13,703 )
Interest income 693 8 880 46
Other income (expense) 1,505   (965 ) (1,584 ) (1,932 )
Income before income taxes and noncontrolling interest 57,409 56,073 69,623 68,209
Income tax (benefit) expense 11,643   20,824   (2,593 ) 25,171  
Income including noncontrolling interest 45,766 35,249 72,216 43,038
Net income attributable to noncontrolling interest 532   565   735   717  
Net income attributable to Central Garden & Pet Company $ 45,234   $ 34,684   $ 71,481   $ 42,321  
 
Net income per share attributable to Central Garden & Pet Company:
Basic $ 0.89   $ 0.69   $ 1.41   $ 0.85  
Diluted $ 0.86   $ 0.67   $ 1.36   $ 0.82  
 
Weighted average shares used in the computation of net income per share:
Basic 50,871 50,079 50,816 49,872
Diluted 52,658 51,983 52,693 51,911
 

Use of Non-GAAP Financial Measures

We report our financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, to supplement the financial results prepared in accordance with GAAP, we use non-GAAP financial measures including non-GAAP operating income on a consolidated and segment basis and non-GAAP net income and diluted net income per share. Management believes these non-GAAP financial measures that exclude the impact of specific items (described below) 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.

The reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are shown in the tables below. We believe that the non-GAAP financial measures provide useful information to investors and other users of our financial statements, by allowing for greater transparency in the review of our financial and operating performance. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating our performance, and we believe these measures similarly may be useful to investors in evaluating our financial and operating performance and the trends in our business from management's point of view. While our management believes that non-GAAP measurements 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. We have not provided a reconciliation of non-GAAP guidance measures to the corresponding GAAP measures on a forward-looking basis, because such reconciliation cannot be done without unreasonable efforts due to the potential significant variability and limited visibility of the excluded items discussed below.

Non-GAAP financial measures reflect adjustments based on the following items:

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

The non-GAAP adjustments reflect the following:

(1)   Transitional impact of U.S. Tax Reform: As a result of the Tax Reform Act, during the first quarter of fiscal 2018, the Company recorded a provisional tax benefit of $16.3 million due to the remeasurement of its deferred tax assets and liabilities. We have excluded only this transitional impact and have not included in the adjustment the ongoing impact of the lower U.S. statutory rate on our current year earnings.
(2) During the first quarter of fiscal 2017, we recorded a $2.0 million gain in our Garden segment from the sale of a distribution facility resulting from rationalizing our facilities to reduce excess capacity. This adjustment was recorded as part of selling, general and administrative costs in the condensed consolidated statements of operations.

   
Operating Income Reconciliation GAAP to Non-GAAP Reconciliation
(in thousands)
For the Six Months Ended
Consolidated   Garden

March 31,
2018

 

March 25,
2017

 

March 31,
2018

 

March 25,
2017

GAAP operating income $ 88,307 $ 83,798   $ 53,046   $ 48,681
Gain on sale of distribution facility (2)   (2,050 )       (2,050 )
Non-GAAP operating income $ 88,307   $ 81,748     $ 53,046     $ 46,631  
GAAP operating margin 8.4 % 8.5 % 13.0 % 12.6 %
Non-GAAP operating margin 8.4 % 8.3 % 13.0 % 12.0 %
 
   
GAAP to Non-GAAP Reconciliation
(in thousands, except per share amounts)
For the Six Months Ended
Net Income and Diluted Net Income Per Share Reconciliation March 31, 2018   March 25, 2017
GAAP net income attributable to Central Garden & Pet $ 71,481 $ 42,321
Gain on sale of distribution facility (2) (2,050 )
Tax effect of sale of distribution facility adjustment 757
Tax effect of revaluation of deferred assets (1) 16,343    
Total impact on net income from non-GAAP adjustments $ 16,343   $ (1,293 )
Non-GAAP net income attributable to Central Garden & Pet $ 55,138 $ 41,028
GAAP diluted net income per share $ 1.36 $ 0.82
Non-GAAP diluted net income per share $ 1.05 $ 0.79
Shares used in GAAP and non-GAAP diluted net earnings per share calculation 52,693 51,911
 

Organic Net Sales Reconciliation

We have provided organic net sales, a non-GAAP measure that excludes the impact of recent acquisitions and dispositions, because we believe it permits investors to better understand the performance of our historical business. We define organic net sales as net sales from our historical business derived by excluding the net sales from businesses acquired or exited in the preceding 12 months. After an acquired business has been part of our consolidated results for 12 months, the change in net sales thereafter is considered part of the increase or decrease in organic net sales.

 
GAAP to Non-GAAP Reconciliation
(in millions)
For the Three Months Ended March 31, 2018
 
Consolidated   Pet Segment   Garden Segment
   

Percent
change

   

Percent
change

     

Percent
change

         
Reported net sales - Q2 FY18 (GAAP) $ 613.1 $ 321.7 $ 291.4
Reported net sales - Q2 FY17 (GAAP) 569.9   298.4   271.5  
Increase in net sales 43.2 7.6 % 23.3 7.8 % 19.9 7.3 %
Effect of acquisition and divestitures on increase in net sales 8.6     4.4       4.2      
Increase in organic net sales - Q2 2018 $ 34.6   6.1 % $ 18.9   6.3 % $ 15.7   5.8 %
 

 
GAAP to Non-GAAP Reconciliation
(in millions)
For the Six Months Ended March 31, 2018
Consolidated   Pet Segment   Garden Segment
   

Percent
change

   

Percent
change

   

Percent
change

Reported net sales - Q2 FY18 (GAAP) $ 1,055.1   $ 646.7   $ 408.4    
Reported net sales - Q2 FY17 (GAAP) 989.4   602.4   387.0  
Increase in net sales 65.7 6.6 % 44.3 7.4 % 21.4 5.5 %
Effect of acquisition and divestitures on increase in net sales 26.3     22.1     4.2    
Increase in organic net sales $ 39.4   4.0 % $ 22.2   3.7 % $ 17.2   4.4 %
 

CONTACT:
Central Garden & Pet Company
Steve Zenker, 925-948-3657
VP Finance - Investor Relations, FP&A, & Corporate Communications

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