What the changes say
- Walmart replaced Home Depot as Central Garden & Pet's largest customer in fiscal 2025.
- Tariff disclosures expanded to include sourcing from Brazil and Mexico alongside China.
- Management updated macroeconomic and trade policy impacts following the 2025 U.S. Administration tariff actions.
What changed since the prior 10-K
Dropped
- Dropped
Our business is dependent upon our ability to continue to source products from China
- Dropped
and introduce them successfully and in a timely manner could harm our ability to grow our business and could have a material adverse effect on our business, results of operations and financial condition
- DroppedGeneral Risks
detect for periods of time, we may face difficulties in anticipating and implementing adequate preventative measures or fully mitigating harms after such an attack
Reliance on product sourcing from third-party manufacturers located in China.
Reworded
- 80% rewrittenGeneral Risks
A significant information security or operational technology incident, including a cyber attack or data breach, could disrupt our operations and adversely impact our operating results, cash flows and reputation
Added a new heading explicitly referencing operational technology incidents alongside cyber attacks and data breaches.
- 65% rewritten
Tariffs or a global trade war could increase the cost of our products, which could adversely impact the competitiveness of our products and our financial results
Updated 2025 U.S. Administration baseline tariffs and added Brazil and Mexico to China as primary non-U.S. sourcing regions.
- 54% rewritten
We depend on a few customers for a significant portion of our business
Reordered top customers for fiscal 2025, listing Walmart as the largest customer (17%) and Home Depot second (16%).
- 49% rewrittenRisks Relating to Acquisitions
If our goodwill, indefinite-lived intangible assets or other long-term assets become impaired, we will be required to record impairment charges, which may be significant
Retained standard goodwill and intangible asset impairment risk language without textual changes.
- 45% rewritten
We are subject to significant risks associated with innovation, including the risk that our new product innovations will not produce sufficient sales to recoup our investment
Added explicit ending consequence regarding failure to introduce new product formulations successfully and in a timely manner.
- 36% rewritten
Economic uncertainty and other adverse macro-economic conditions, including interest rate fluctuations and tariffs, may harm our business
Updated inflation commentary to note moderation in fiscal 2025 and added altering sourcing as a countermeasure to tariffs.
Was: Economic uncertainty and other adverse macro-economic conditions, including high interest rates and potential tariffs, may harm our business
- 33% rewrittenGeneral Risks
Our success depends upon our retaining and recruiting key personnel
Removed specific historical references to the 2023 CEO resignation while retaining executive transition context.
- 26% rewritten
A decline in consumers’ discretionary spending or a change in consumer preferences could reduce our sales and harm our business
Added specific commentary on post-pandemic demand declines for durable goods in certain categories.
- 25% rewrittenGeneral Risks
We have unresolved litigation which could adversely impact our operating results
- 24% rewritten
High energy prices could adversely affect our operating results
All 31 risk factors
Headings as the filing states them, in filing order.
Other
- 01Economic uncertainty and other adverse macro-economic conditions, including interest rate fluctuations and tariffs, may harm our business36% rewritten
- 02Tariffs or a global trade war could increase the cost of our products, which could adversely impact the competitiveness of our products and our financial results65% rewritten
- 03High energy prices could adversely affect our operating results24% rewritten
- 04A decline in consumers’ discretionary spending or a change in consumer preferences could reduce our sales and harm our business26% rewritten
- 05Our operating results and cash flow are susceptible to fluctuations
- 06Our lawn and garden sales are highly seasonal and subject to adverse weather and climate change
- 07We are in the process of implementing our Central to Home strategy, which could result in increased expenses over the next few years
- 08If we are unable to execute on our Cost and Simplicity Agenda, our ability to maintain or grow margins may be negatively impacted
- 09Seeds and grains we use to produce bird feed and grass seed are commodity products subject to price volatility that could have a negative impact on us
- 10We are subject to significant risks associated with innovation, including the risk that our new product innovations will not produce sufficient sales to recoup our investment45% rewritten
- 11We depend on a few customers for a significant portion of our business54% rewritten
- 12We may be adversely affected by trends in the retail industry
- 13If we underestimate or overestimate demand for our products and do not maintain appropriate inventory levels, our results of operations and financial condition could be negatively impacted
- 14Supply disruptions in pet birds, small animals and fish may negatively impact our sales
- 15Competition in our industries may hinder our ability to execute our business strategy, increase our profitability or maintain relationships with existing customers
- 16We continue to implement enterprise resource planning information technology systems
- 17Some of the products that we manufacture and distribute require governmental permits and also subject us to potential environmental liabilities
- 18Deterioration in operating results could prevent us from fulfilling our obligations under the terms of our indebtedness or impact our ability to refinance our debt on favorable terms as it matures
Risks Relating to Acquisitions
- 19Our acquisition strategy involves a number of risks
- 20These risks could have a material adverse effect on our business, results of operations and financial condition
- 21If our goodwill, indefinite-lived intangible assets or other long-term assets become impaired, we will be required to record impairment charges, which may be significant49% rewritten
General Risks
- 22Our success depends upon our retaining and recruiting key personnel33% rewritten
- 23A significant information security or operational technology incident, including a cyber attack or data breach, could disrupt our operations and adversely impact our operating results, cash flows and reputation80% rewritten
- 24Our inability to protect our trademarks and any other proprietary rights may have a significant, negative impact on our business
- 25The products that we manufacture and distribute could expose us to product liability claims
- 26We have unresolved litigation which could adversely impact our operating results25% rewritten
- 27The adoption of new tax legislation, unanticipated changes in our tax provisions, or exposure to additional tax liabilities could affect our profitability and cash flows
Risks Relating to our Capital Stock
- 28We do not expect to pay cash dividends in the foreseeable future
- 29We may issue additional shares of our common stock or Class A common stock that could dilute the value and market price of our stock
- 30Our Chairman and founder, through his holdings of our Class B common stock, exercises effective control of the Company, which may discourage potential acquisitions of our business and could have an adverse effect on the market price of our stock
- 31We have authorized the issuance of shares of common stock, Class A common stock and preferred stock, which may discourage potential acquisitions of our business and could have an adverse effect on the market price of our common stock and our Class A common stock
Other Central Garden & Pet 10-Ks
- FY2024 10-K risk factors34 risks
This company faces high customer concentration with Home Depot and Walmart, significant supply chain reliance on China, and $1.2 billion in total debt.
Filed Nov 27, 2024
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.