Item 5. Market for Registrant’s Common Equity
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is traded on the NASDAQ Stock Market under the symbol CENT, and our class A common stock is traded on the NASDAQ Stock Market under the symbol CENTA. Our Class B stock is not listed on any market and generally cannot be transferred unless converted to common stock on a one-for-one basis.
As of November 11, 2022, there were approximately 72 holders of record of our common stock, approximately 385 holders of record of our Class A nonvoting common stock and 3 holders of record of our Class B stock.
Stock Performance Graph
The following graph compares the percentage change of our cumulative total stockholder return on our Common Stock (“CENT”) for the period from September 30, 2017 to September 24, 2022 with the cumulative total return of the NASDAQ Composite (U.S.) Index and the Dow Jones Non-Durable Household Products Index, a peer group index consisting of approximately 30 manufacturers and distributors of household products.
The comparisons in the graph below are based on historical data and are not indicative of, or intended to forecast, the possible future performance of our Common Stock.
Total Return Analysis
9/30/2017 9/29/2018 9/28/2019 9/26/2020 9/25/2021 9/24/2022
Central Garden & Pet Company $ 100.00 $ 92.79 $ 76.18 $ 97.32 $ 120.16 $ 96.91
NASDAQ Composite $ 100.00 $ 125.17 $ 124.88 $ 173.31 $ 240.72 $ 175.22
Dow Jones US Nondurable Household Products $ 100.00 $ 97.66 $ 143.21 $ 164.90 $ 171.41 $ 164.41
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Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table sets forth the repurchases of any equity securities during the fourth quarter of the fiscal year ended September 24, 2022 and the dollar amount of authorized share repurchases remaining under our stock repurchase programs.
Period Total Number
of Shares
(or Units)
Purchased Average
Price Paid
per Share
(or Unit) Total Number of
Shares (or Units)
Purchased as
Part of Publicly
Announced Plans
or Programs Maximum Number
(or Approximate
Dollar Value) of
Shares (or Units)
that May Yet Be
Purchased Under
the Plans or
Programs (1) (2)
June 26, 2022 – July 30, 2022 304,405 (2)
$ 40.35 304,405 $ 100,000,000
July 31, 2022 – August 27, 2022 73,001 (2) (3)
41.05 69,350 100,000,000
August 28, 2022 – September 24, 2022 121,614 (2) 36.42 121,614 100,000,000
Total 499,020 $ 39.50 495,369 $ 100,000,000 (4)
(1) In August 2019, our Board of Directors authorized a new share repurchase program to purchase up to $100 million of our common stock (the "2019 Repurchase Authorization”). The 2019 Repurchase Authorization has no fixed expiration date and expires when the amount authorized has been used or the Board withdraws its authorization. The repurchase of shares may be limited by certain financial covenants in our credit facility that restrict our ability to repurchase our stock. As of September 24, 2022, we had $100 million of authorization remaining under our 2019 Repurchase Authorization.
(2) In February 2019, our Board of Directors authorized us to make supplemental stock purchases to minimize dilution resulting from issuances under our equity compensation plans (the “Equity Dilution Authorization”). In addition to our regular share repurchase program, we are permitted to purchase annually a number of shares equal to the number of shares of restricted stock and stock options granted in the prior fiscal year, to the extent not already repurchased, and the current fiscal year. The Equity Dilution Authorization has no fixed expiration date and expires when the Board withdraws its authorization.
(3) Shares purchased during the period indicated represent withholding of a portion of shares to cover taxes in connection with the vesting of restricted stock and do not reduce the dollar value of shares that may be purchased under our stock repurchase plan.
(4) Excludes 0.1 million shares remaining under our Equity Dilution Authorization as of September 24, 2022.
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Item 6. Selected Financial Data
The following selected statement of operations and balance sheet data as of and for the five fiscal years ended September 24, 2022 have been derived from our audited consolidated financial statements. The financial data set forth below should be read in conjunction with our consolidated financial statements and related notes thereto in “Item 8 – Financial Statements and Supplementary Data” and “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere herein.
Fiscal Year Ended
September 24, 2022 September 25, 2021 September 26, 2020 September 28, 2019 September 29, 2018
(in thousands, except per share amounts)
Statement of Operations Data (1) :
Net sales $ 3,338,588 $ 3,303,684 $ 2,695,509 $ 2,383,010 $ 2,215,362
Cost of goods sold 2,346,283 2,332,783 1,898,951 1,678,969 1,539,986
Gross profit 992,305 970,901 796,558 704,041 675,376
Selling, general and administrative expenses (2)
732,269 716,405 598,581 551,973 508,040
Operating income 260,036 254,496 197,977 152,068 167,336
Interest expense, net (3)
(57,534) (58,182) (39,989) (33,060) (36,051)
Other income (expense) (4)
(3,596) (1,506) (4,250) 243 (3,860)
Income before income taxes and noncontrolling interest 198,906 194,808 153,738 119,251 127,425
Income tax expense (5)
46,234 42,035 32,218 26,604 3,305
Income including noncontrolling interest 152,672 152,773 121,520 92,647 124,120
Net income (loss) attributable to noncontrolling interest 520 1,027 844 (139) 526
Net income attributable to Central Garden & Pet $ 152,152 $ 151,746 $ 120,676 $ 92,786 $ 123,594
Net income per share attributable to Central Garden & Pet:
Basic $ 2.86 $ 2.81 $ 2.23 $ 1.63 $ 2.39
Diluted $ 2.80 $ 2.75 $ 2.20 $ 1.61 $ 2.32
Weighted average shares used in the computation of income per share:
Basic 53,220 53,914 54,008 56,770 51,716
Diluted 54,425 55,248 54,738 57,611 53,341
Other Data:
Depreciation and amortization $ 80,948 $ 74,727 $ 55,359 $ 50,828 $ 47,199
Capital expenditures $ 115,205 $ 80,333 $ 43,055 $ 31,577 $ 37,845
Cash (used) provided by operating activities $ (34,030) $ 250,844 $ 264,273 $ 204,974 $ 114,112
Cash used in investing activities $ (142,983) $ (899,359) $ (48,106) $ (76,263) $ (140,882)
Cash (used) provided by financing activities $ (66,815) $ 420,475 $ (60,560) $ (110,765) $ 474,783
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Fiscal Year Ended
September 24, 2022 September 25, 2021 September 26, 2020 September 28, 2019 September 29, 2018
(in thousands)
Balance Sheet Data:
Cash and cash equivalents $ 177,442 $ 426,422 $ 652,712 $ 497,749 $ 482,106
Working capital $ 1,087,962 $ 1,021,338 $ 1,085,021 $ 1,028,668 $ 1,004,334
Total assets (6)
$ 3,282,002 $ 3,116,680 $ 2,339,364 $ 2,025,020 $ 1,907,209
Total debt (3)
$ 1,186,562 $ 1,185,764 $ 694,053 $ 693,150 $ 692,153
Equity (7)
$ 1,334,712 $ 1,223,541 $ 1,077,674 $ 996,177 $ 952,834
(1) Fiscal years 2018 through 2022 included 52 weeks.
(2) During fiscal 2019, we recognized a non-cash charge of $2.5 million related to the impairment of a certain long-lived intangible asset in our Pet Segment. This charge was included as part of selling, general and administrative expenses.
(3) During the first quarter of fiscal 2021, we issued $500 million aggregate principal amount of 4.125% senior notes due October 2030. We used a portion of the proceeds to redeem all of our outstanding 6.125% senior notes due 2023. As a result of our redemption of the 2023 Notes, we incurred incremental expenses of approximately $10.0 million, comprised of a call premium payment of $6.1 million, overlapping interest expense of approximately $1.4 million and a $2.5 million non-cash charge for the write-off of unamortized financing costs in interest expense. During the third quarter of fiscal 2021, we issued $400 million aggregate principal amount of 4.125% senior notes due April 2031.
In December 2017, we issued $300 million aggregate principal amount of 5.125% senior notes due February 2028.
(4) During fiscal 2020, we recognized a non-cash impairment charge of $3.6 million for two private company investments.
(5) Income tax expense was impacted by a fiscal 2018 tax benefit of $21.5 million from the revaluation of our deferred tax assets and liabilities as a result of the Tax Reform Act.
(6) In the first quarter of fiscal 2020, we adopted lease accounting standard ASC 842, which required us to recognize lease Right-of-Use Assets of $111 million on our balance sheet at adoption.
(7) During the fourth quarter of fiscal 2018, we issued 5,550,000 shares of Class A common stock at a public offering price of $37.00 per share and received net proceeds of approximately $196 million.