Filed Pursuant to Rule 424(b)(4)
File No. 333-41701
7,000,000 SHARES
LOGO
COMMON STOCK
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All of the 7,000,000 shares of Common Stock offered hereby are being offered
by Central Garden & Pet Company (the "Company"). The Company's Common Stock is
traded on the Nasdaq National Market under the symbol "CENT." On December 16,
1997, the last reported sale price of the Common Stock as reported on the
Nasdaq National Market was $26.50 per share. See "Price Range of Common
Stock."
The Common Stock has one vote per share, whereas the Company's Class B Stock
has the lesser of ten votes per share or 49% of the total votes cast. After
giving effect to the offering (the "Offering"), the holders of the Class B
Stock will have 38.9% of the combined voting power for the election of
directors and all other matters subject to stockholder vote. See "Description
of Capital Stock."
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THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 6.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS(1) COMPANY(2)
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Per Share....................... $26.25 $1.18 $25.07
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Total(3)........................ $183,750,000 $8,260,000 $175,490,000
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(1) See "Underwriting" for information relating to indemnification of the
Underwriters.
(2) Before deducting expenses of the Offering payable by the Company,
estimated at $400,000.
(3) The Company has granted the Underwriters a 30-day option to purchase up to
1,050,000 additional shares of Common Stock solely to cover over-
allotments, if any. To the extent that the option is exercised, the
Underwriters will offer the additional shares at the Price to Public shown
above. If the option is exercised in full, the total Price to Public,
Underwriting Discounts and Commissions and Proceeds to Company will be
$211,312,500, $9,499,000 and $201,813,500, respectively. See
"Underwriting."
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The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if delivered to and accepted by them, and subject
to the right of the Underwriters to reject any order in whole or in part. It
is expected that delivery of the shares of Common Stock will be made at the
offices of BT Alex. Brown Incorporated, Baltimore, Maryland on or about
December 22, 1997.
BT ALEX. BROWN
HAMBRECHT & QUIST
MERRILL LYNCH & CO.
WASSERSTEIN PERELLA SECURITIES, INC.
THE DATE OF THIS PROSPECTUS IS DECEMBER 17, 1997
[MAP OF THE UNITED STATES INDICATING DISTRIBUTION AND
MANUFACTURING FACILITIES OF THE COMPANY]
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CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK OF
THE COMPANY, INCLUDING STABILIZING BIDS, SYNDICATE COVERING TRANSACTIONS AND
THE IMPOSITION OF PENALTY BIDS. FOR A DISCUSSION OF THESE ACTIVITIES, SEE
"UNDERWRITING."
IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON
THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH THE RULE 103 OF REGULATION M. SEE
"UNDERWRITING."
2
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and the Consolidated Financial Statements and Notes thereto
contained elsewhere and incorporated by reference in this Prospectus. Unless
otherwise indicated, all information in this Prospectus assumes that the
Underwriters' over-allotment option is not exercised. Prospective investors
should carefully consider the matters set forth under the caption "Risk
Factors." As used in this Prospectus, "fiscal 1995" refers to the nine month
period ended September 30, 1995, "fiscal 1996" refers to the fiscal year ended
September 28, 1996 and "fiscal 1997" refers to the fiscal year ended September
27, 1997.
THE COMPANY
Central Garden & Pet Company is the leading national distributor of lawn and
garden and pet supply products. The Company also offers a broadening array of
proprietary branded lawn and garden and pet supply products, including
FourPaws(R), Zodiac(R) and Grant's(R). As a result of both acquisitions and
internal expansion, the Company has grown rapidly from sales of approximately
$25 million in 1987 to approximately $841 million in fiscal 1997 and increased
the number of Company distribution and manufacturing centers from one in 1987
to 49 as of December 1, 1997. Since 1988, the Company has completed 27
acquisitions, including five acquisitions, to date, in 1997, making it the
leader in the consolidation of distribution channels for the lawn and garden
and pet supplies industries. In fiscal 1997, lawn and garden products accounted
for approximately 71% of the Company's net sales and pet supplies accounted for
approximately 29%. According to industry sources, lawn and garden retail sales
exceeded $20 billion in 1996.
With 49 distribution and manufacturing centers servicing most regions of the
United States, the Company offers major retailers the opportunity to satisfy
their distribution requirements through a single source of supply. Similarly,
the Company provides manufacturers access to major retailers on a national
basis through one primary distributor. By focusing on the emergence of high-
volume retailers and their needs, the Company has become the principal provider
of lawn and garden products to a variety of major retailers including Wal*Mart,
Home Depot, Target and Costco as well as to numerous other retailers.
The Company's business strategy is to capitalize on its national presence,
comprehensive product selection, menu of value-added services and efficient
operations. Utilizing these capabilities, the Company strives to develop and
enhance servicing relationships with both large national and regional retailers
as well as manufacturers. Customers may select a customized array of services
from a broad menu of the Company's value-added services, which are designed to
increase the sales and profitability of both retailers and manufacturers. The
Company's services extend beyond the scope of traditional distribution
functions of order taking, shipping and billing, and include merchandising,
training and developing sales programs. The Company believes that its focus,
experience and leading industry position enable it to provide these services
efficiently, particularly in product categories which have a high number of
SKUs and require continuous inventory management and merchandising.
The Company distributes a wide selection of products consisting of
approximately 45,000 SKUs from approximately 1,000 manufacturers. The Company
generally focuses on providing those brand name products that are suited to
distribution due to their seasonality, variable sales movements, complexity to
consumers and retailers and handling and transportation difficulties, and which
therefore generally require value-added services. Selected brand name lawn and
garden products sold by the Company include Ortho, Round-Up, Miracle-Gro and
HTH. In addition, the Company focuses on serving specialty pet supply retailers
which sell a wide variety of pet supplies.
The Company also has expanded its offerings of proprietary branded products
by acquiring complementary branded product lines or companies. The Company
seeks to acquire branded products which it believes would benefit from access
to the Company's distribution system and expertise. The Company believes its
proprietary branded products typically have higher margins than the other
products it currently distributes.
3
The Company entered into an agreement effective October 1, 1995 with The
Solaris Group, a strategic business unit of Monsanto ("Solaris"), the
manufacturer of Ortho, Round-Up and Green Sweep lawn and garden products, to
become the master agent and master distributor for Solaris products nationwide.
This agreement has led to an increase in the Company's sales of Solaris
products, which had been adversely impacted by Solaris' increased direct sales
to retailers in recent years. Under the agreement, which has an initial four-
year term, the Company provides a wide range of value-added services in
connection with sales of Solaris products, including logistics, order
processing and fulfillment, inventory distribution and merchandising.
The Company has developed a multi-faceted growth strategy designed to
increase its position as the leading distributor of lawn and garden products
and to continue to consolidate the fragmented pet supply industry. The Company
intends to further expand in these markets by (i) continuing to make strategic
acquisitions, (ii) obtaining new customers and increasing sales to existing
customers, (iii) adding new product lines or expanding existing product lines
that are currently distributed by the Company and (iv) expanding its offerings
of proprietary branded products that are complementary to the products it
currently distributes.
RECENT AND PENDING ACQUISITIONS
As part of its growth strategy to make strategic acquisitions of lawn and
garden product and pet supply distributors and expand its offerings of
proprietary branded products, in fiscal 1997 the Company acquired two branded
pet supply businesses, a lawn and garden distributor and a pet supply
distributor. In addition, in December 1997 the Company acquired Kaytee Products
Incorporated and agreed to acquire TFH Publications, Inc., both branded product
companies.
Kaytee Products Incorporated. The Company purchased the stock of Kaytee
Products Incorporated ("Kaytee"). Kaytee is one of the nation's largest
manufacturers of bird seed for caged and wild birds as well as a manufacturer
of food for small animals. The business acquired by the Company reported annual
sales of approximately $103 million for the fiscal year ended June 28, 1997.
The Company paid approximately $50 million in cash for Kaytee and has agreed to
pay an earn-out not to exceed $3 million.
TFH Publications, Inc. The Company has entered into a definitive agreement to
purchase the stock of TFH Publications, Inc. ("TFH"). TFH is the largest
producer of pet books in the United States. TFH also manufactures premium dog
chews and edible bones under the brand name Nylabone(R). TFH reported annual
sales of approximately $32 million for the fiscal year ended December 31, 1996.
The Company has agreed to pay $70 million in cash for the stock of TFH and $12
million for the stock of a related company, subject to certain adjustments,
plus earn-outs.
The Company anticipates closing the TFH acquisition in December 1997. There
can be no assurance that the TFH acquisition will be consummated or, if
consummated, that either the Kaytee or TFH businesses can be successfully
integrated into the Company's business. See "Risk Factors--Expansion;
Acquisitions" and "Use of Proceeds."
THE OFFERING
Common Stock offered by the Company......... 7,000,000 shares
Shares to be outstanding after the Offering:
Common Stock............................. 26,117,325 shares(1)
Class B Stock............................ 1,663,167 shares
Total................................ 27,780,492 shares(1)
Use of Proceeds............................. To finance acquisitions,
including the Kaytee acquisition
and the pending acquisition of
TFH, and for general corporate
purposes. See "Use of Proceeds."
Nasdaq National Market symbol............... CENT
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(1) Based upon 19,117,325 shares of Common Stock and 1,663,167 shares of Class
B Stock outstanding as of September 27, 1997. Excludes 1,447,890 shares of
Common Stock issuable upon exercise of stock options outstanding as of
September 27, 1997. Also excludes 1,670,483 shares of Common Stock reserved
for future issuance under the Company's 1993 Omnibus Equity Incentive Plan,
Employee Stock Purchase Plan, Nonemployee Director Stock Option Plan and
registration statements on Form S-4 for future acquisitions. In November
1997, the Company's Board of Directors voted to increase the number of
shares reserved for issuance under the 1993 Omnibus Equity Incentive Plan,
subject to stockholder approval, by 2,000,000 shares. Also excludes
4,107,143 shares of Common Stock issuable upon the assumed conversion of
the Company's 6% Convertible Subordinated Notes due 2003 and 100,000 shares
of Common Stock issuable upon the assumed conversion of 100 shares of
Series A Preferred Stock. See "Business--The Solaris Agreement."
4
SUMMARY CONSOLIDATED FINANCIAL INFORMATION AND OPERATING DATA
NINE MONTH
PERIOD
FISCAL YEAR ENDED ENDED(1) FISCAL YEAR ENDED
------------------------- ------------- ---------------------------
DECEMBER 26, DECEMBER 25, SEPTEMBER 30, SEPTEMBER 28, SEPTEMBER 27,
1993 1994(2) 1995(2) 1996 1997
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(IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA)
INCOME STATEMENT DATA:
Net sales............... $334,682 $421,427 $373,734 $619,622 $841,007
Gross profit............ 55,936 67,331 56,902 84,433 146,082
Income from operations.. 11,234 8,842 8,827 17,488 36,922
Net income ............. 3,994 1,405 1,079 8,448 17,603
Net income per common
and common equivalent
share(3)
Primary................ $ 0.83 $ 0.24 $ 0.18 $ 0.72 $ 1.08
Fully diluted.......... 0.18 0.71 1.07
Weighted average shares
outstanding(3)
Primary................ 4,789 5,947 5,943 11,702 16,293
Fully diluted.......... 6,050 11,904 19,970(4)
OPERATING DATA:
Distribution and
manufacturing centers
at period end.......... 30 39 38 41 49
SEPTEMBER 27, 1997
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ACTUAL AS ADJUSTED(5)(6)
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(IN THOUSANDS)
BALANCE SHEET DATA:
Working capital...................................... $253,926 $429,016
Total assets......................................... 559,043 734,061
Short-term borrowings................................ 72 0
Long-term borrowings................................. 115,200 115,200
Shareholders' equity................................. 281,807 456,897
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(1) In 1995, the Company changed its fiscal year end to the last Saturday in
September. Accordingly, the fiscal year ended September 30, 1995 was a nine
month period.
(2) Results for 1994 and 1995 reflect the effect of increased direct sales by
the Company's major supplier (Solaris) and other factors. The Company
entered into an agreement effective October 1, 1995 with Solaris to become
the master agent and master distributor for Solaris products nationwide.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
(3) In November 1995, the Company sold 5,750,000 shares of its Common Stock at
a public offering price of $6.75 per share. In July 1996, the Company sold
2,752,500 shares of its Common Stock at a public offering price of $18.00
per share. In August 1997, the Company sold 5,540,000 shares of its Common
Stock at a public offering price of $24.25 per share.
(4) In November 1996, the Company issued $115,000,000 of 6% Convertible
Subordinated Notes due 2003. Fully diluted weighted average shares
outstanding includes shares of Common Stock issuable upon the assumed
conversion of such notes.
(5) Adjusted to reflect the sale of the 7,000,000 shares of Common Stock
offered by the Company hereby and the application of the estimated net
proceeds therefrom as described in "Use of Proceeds."
(6) Does not reflect the amounts paid in connection with the acquisition of
Kaytee, amounts to be paid, if any, in connection with the acquisition of
TFH or approximately $32 million of debt of these companies. See
"Prospectus Summary -- Recent and Pending Acquisitions."
5
RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the
shares of Common Stock offered by this Prospectus. The statements contained in
or incorporated into this Prospectus which are not historical facts 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. When used in this Prospectus, the words
"may," "will," "expect," "anticipate," "continue," "estimate," "project,"
"intend" and similar expressions are intended to identify forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933
(the "Securities Act") and Section 21E of the Securities Exchange Act of 1934
(the "Exchange Act") regarding events, conditions and financial trends that
may affect the Company's future plans of operations, business strategy,
results of operations and financial position. Prospective investors are
cautioned that any forward-looking statements are not guarantees of future
performance and are subject to risks and uncertainties and that actual results
may differ materially from those included within the forward-looking
statements as a result of various factors. Factors that could cause or
contribute to such differences include, but are not limited to, those
described below, under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in this
Prospectus.
Supplier Concentration; Dependence on Solaris. While the Company purchases
products from over 1,000 different manufacturers and suppliers, the Company
believes that over 45% of the Company's net sales in fiscal 1997 were derived
from products purchased from the Company's five largest suppliers. The Company
believes that approximately 44% of the Company's net sales during fiscal 1996
and 32% of the Company's net sales during fiscal 1997 were derived from sales
of products purchased from Solaris, the Company's largest supplier. Starting
in 1991, Solaris' predecessors began to sell directly to retailers. These
direct sales programs were expanded in 1994 and had a material adverse effect
on the Company's results of operations during 1994 and fiscal 1995. Because of
the dependence of the Company on sales of Solaris products, future changes
implemented by Solaris to its marketing and sales programs or any overall
decrease in the sales of Solaris products could have a material adverse effect
on the Company. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
The Company entered into a four-year agreement with Solaris (the "Solaris
Agreement") effective October 1, 1995 which the Company believes has added
stability to its relationship with Solaris. As a result of the Solaris
Agreement, the Company's sales of Solaris products during fiscal 1996 and
fiscal 1997 have increased substantially compared with fiscal 1995 and the
Company's dependence on Solaris is even greater than before the Solaris
Agreement. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Overview." The loss of, or a significant adverse
change in, the relationship between the Company and Solaris or any other key
manufacturer or supplier could have a material adverse impact on the Company's
business and financial results. In addition, during the peak selling season,
there may be unanticipated shortages of certain high demand products. Although
historically the Company has purchased enough inventory of such products or
their substitutes to satisfy retailer demand, the unanticipated failure of any
manufacturer or supplier to meet the Company's requirements or the Company's
inability to obtain substitutes could have a material adverse effect on the
Company. Although the Company has entered into long-term agreements with
certain suppliers, including Solaris, in many cases the Company operates
without written agreements with its suppliers. Accordingly, although the
Company believes it has good relationships with its suppliers, there is a risk
that one or more of its suppliers may at any time terminate its supply
relationship with the Company.
6
The Solaris Agreement. The Company believes that a significant portion of
its net sales and operating income since October 1995 has been attributable to
its relationship with Solaris. Under the Solaris Agreement, Solaris is
obligated to reimburse the Company for costs incurred in connection with
services provided by the Company to Solaris' direct sale accounts. In
addition, the Company receives payments based on the level of sales of Solaris
products to these accounts, and these payments are subject to increase based
on the growth of sales of Solaris products. The Company also shares with
Solaris in the economic benefits of certain cost reductions, to the extent
achieved. It is possible that disagreements could arise between Solaris and
the Company as to measurement of the costs incurred in servicing Solaris'
direct sales accounts. The cost reimbursement arrangement is based on certain
estimates which are subject to reconciliation at the end of each fiscal year.
As a result, the Solaris Agreement could contribute to variability in the
Company's operating results. The relationship with Solaris embodied in the
Solaris Agreement does not assure that the Company will be profitable overall.
As a result of the Solaris Agreement, a majority of the Company's sales of
Solaris products are currently derived from servicing direct sales accounts,
whereas in 1994 and fiscal 1995, a majority of the Company's sales of Solaris
products were made by the Company as a traditional distributor. The Company
acts as the master agent on direct sales of Solaris products to certain major
retailers and the master distributor in connection with sales of Solaris
products to other distributors and retailers. Solaris negotiates its sales
prices directly with its direct sales accounts. The Solaris Agreement contains
provisions which, without the consent of Solaris, could limit the Company's
ability to distribute certain lawn and garden products manufactured by
suppliers other than Solaris. These provisions could result in lower sales of
non-Solaris products, which could have an adverse effect on the Company's
business. The Solaris Agreement does not expire until September 30, 1999.
However, Solaris has the right to terminate the agreement prior to its
expiration in the event of a material breach of the agreement by the Company,
including the Company's failure to satisfy certain performance criteria, or,
under certain other circumstances, including a sale of Solaris. Any such early
termination would have a material adverse effect on the Company. See
"Business--The Solaris Agreement."
Customer Concentration; Dependence on Wal*Mart and Home Depot. Approximately
50% and 47% of the Company's net sales for fiscal 1996 and fiscal 1997,
respectively, were derived from sales to the Company's top ten customers. The
Company's largest customer is Wal*Mart, which accounted for approximately 23%
and 19% of the Company's net sales for fiscal 1996 and fiscal 1997,
respectively. The Company's second largest customer is Home Depot, which
accounted for approximately 11% and 8% of the Company's net sales for fiscal
1996 and fiscal 1997, respectively. The loss of, or significant adverse change
in, the relationship between the Company and Wal*Mart or Home Depot could have
a material adverse effect on the Company's business and financial results. The
loss of or reduction in orders from any significant customer, losses arising
from customer disputes regarding shipments, fees, merchandise condition or
related matters, or the Company's inability to collect accounts receivable
from any major customer could have a material adverse impact on the Company's
business and financial results. In fiscal 1996, the Company reserved for and
subsequently wrote off an account receivable of approximately $500,000 from
Ernst Home Centers which filed for bankruptcy. On July 21, 1997, Payless
Cashways, a customer of the Company, filed for bankruptcy. The Company had an
outstanding account receivable balance of approximately $175,000 for which the
Company had established adequate reserves.
Direct Sales. Manufacturers and suppliers of lawn and garden products and
pet supplies have sold, and may intensify their efforts to sell, their
products directly to retailers, including major customers of the Company.
Prior to the acquisition of Ortho by Monsanto, both Ortho (in late 1991) and
Monsanto (in 1993) had initiated direct sale programs. Solaris expanded these
direct sales programs in 1994. Most of the Company's major customers,
including its top ten customers, purchase certain products--typically high
volume items ordered in large quantities--directly from manufacturers or
suppliers. The Company believes that most major manufacturers and suppliers
that utilize distributors continually evaluate the effectiveness of their
distribution programs as well as the performance of individual distributors,
and
7
accordingly, there can be no assurance that major manufacturers and suppliers
of the products distributed by the Company will not modify their distribution
programs in ways that could adversely affect the Company. In addition to
direct sales from manufacturers and suppliers to retailers, certain retailers
have, and may intensify their efforts to have, products shipped by the Company
to their internal distribution centers rather than directly to stores. Such
direct shipments generally yield lower gross margins to the Company than
shipments to retailers' stores, but the Company believes that its associated
operating costs are typically lower with such direct shipments. If these
programs become more common or if other methods of distribution of lawn and
garden products and pet supplies become more widely accepted, the Company's
business and financial results could be materially adversely affected. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Business--Retailers," "--Manufacturers and Suppliers " and "--
Competition."
Weather and Seasonality. Because demand for lawn and garden products is
significantly influenced by weather, particularly weekend weather during the
peak gardening season, the Company's results of operations could be adversely
affected by certain weather patterns such as unseasonably cool or warm
temperatures, water shortages or floods. During the first six months of the
calendar year in both 1993 and 1995, and the first three months of the
calendar year in 1996, the Company's results of operations were negatively
affected by severe weather conditions in many parts of the country.
Additionally, the Company's business is highly seasonal, with approximately
66% of the Company's sales in fiscal 1997 occurring during the second and
third quarters of the fiscal year. Historically, substantially all of the
Company's operating income is generated in this period. The Company seeks to
mitigate the effects of seasonality through the sale of less seasonal products
such as pet supplies. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Seasonality and Quarterly Fluctuations."
Low Margins; Competition. The distribution industry in which the Company
operates is characterized by relatively low profit margins. As a result, the
Company's success is highly dependent upon increasing revenues and profits
through internal expansion and acquisitions, effective cost and management
controls and differentiating its services from those of its competitors. The
wholesale lawn and garden and pet supplies distribution businesses are highly
competitive, with many companies competing principally on the basis of price
and service. In addition to competition from other distributors, the Company
also competes with manufacturers and suppliers that elect to distribute
certain of their products directly to retailers, including major customers of
the Company, and private label product suppliers. See "--Direct Sales." There
can be no assurance that the Company will not encounter increased competition
in the future or will not lose business from major manufacturers that elect to
sell their products directly to retailers, either of which could adversely
affect the Company's operations and financial results.
Expansion; Acquisitions. As part of its growth strategy, the Company
aggressively pursues the acquisition of other companies, assets and product
lines that either complement or expand its existing business. See "Business--
Growth Strategy." Acquisitions involve a number of special risks, including
the diversion of management's attention to the assimilation of the operations
and personnel of the acquired companies, adverse short-term effects on the
Company's operating results, integration of financial reporting systems and
the amortization of acquired intangible assets. The Company completed seven
acquisitions in 1993, four acquisitions in 1994, one acquisition in 1995, two
acquisitions in 1996 and five acquisitions, to date, in 1997. In addition, in
December 1997 the Company agreed to acquire TFH. There can be no assurance
that the TFH acquisition will be consummated. There can be no assurance that
the Company can successfully integrate acquired businesses or that such
businesses will enhance the Company's business. See "Prospectus Summary--
Recent and Pending Acquisitions." The Company has also had preliminary
acquisition discussions with, or has evaluated the potential acquisition of,
numerous other companies over the last several years. The Company is unable to
predict the likelihood of a material acquisition being completed in the
future. If the Company proceeds with a large acquisition for cash, the Company
may use a portion of the net proceeds from this Offering to consummate such
transaction. See
8
"Use of Proceeds." The Company may also seek to finance any such acquisition
through additional debt or equity financings, which could result in dilution
and additional risk for the holders of the Company's Common Stock.
The Company anticipates that one or more potential acquisition
opportunities, including those that would be material, may become available in
the near future. Such acquisition opportunities are likely to include one or
more of the Company's principal suppliers. If and when appropriate acquisition
opportunities become available, the Company intends to pursue them actively.
No assurance can be given that any acquisition by the Company will or will not
occur, that if an acquisition does occur that it will not materially and
adversely affect the Company or that any such acquisition will be successful
in enhancing the Company's business. The Company's future results of
operations will also depend in part on its ability to successfully expand
internally by increasing the number of distribution centers and new product
lines, and to manage any future growth. No assurance can be given that the
Company will be able to open or operate new distribution centers, obtain or
integrate additional product lines or manage any future growth successfully.
See "Use of Proceeds" and "Business--Growth Strategy."
Branded Products Strategy. The Company intends to continue to seek to
acquire manufacturers of consumer products, such as Four Paws and the flea and
tick protection business of Sandoz, in pursuit of its branded products
strategy. Since the Company's management has limited experience in acquiring
or managing consumer products manufacturers, such acquisitions are likely to
subject the Company to additional risks and there can be no assurance that any
such acquisition will be successful in enhancing the Company's business. In
addition, there can be no assurance that the Company's branded products
strategy will not have a material adverse effect on the Company's relationship
with its suppliers or customers who may have competing products.
Dependence on Key Personnel. The Company's future performance is
substantially dependent upon the continued services of William E. Brown, its
Chairman and Chief Executive Officer, and Glenn W. Novotny, its President and
Chief Operating Officer. See "Management." The loss of the services of either
of such persons could have a material adverse effect upon the Company. In
addition, the Company's future performance depends on its ability to attract
and retain skilled employees. There can be no assurance that the Company will
be able to retain its existing personnel or attract additional qualified
employees in the future.
Variability of Quarterly Results; Volatility of Stock Price. The Company
expects to continue to experience variability in its net sales and net income
on a quarterly basis. Factors that may contribute to this variability include:
(i) weather conditions and seasonality during peak gardening seasons as
described in "--Weather and Seasonality;" (ii) shifts in demand for lawn and
garden products; (iii) changes in product mix, service levels and pricing by
the Company and its competitors; (iv) the cost reimbursement and payment
provisions of the Solaris Agreement; (v) the effect of acquisitions and (vi)
economic stability of retail customers. In addition, because the Company
operates on relatively low margins, the Company's operating results in any
quarterly period could be affected significantly by slight variations in
revenues or operating costs. For the same reason, the Company's quarterly
results also may be vulnerable to problems in areas such as collectibility of
accounts receivable, inventory control and competitive price pressures. The
market price of the Common Stock could be subject to significant fluctuations
in response to these variations in quarterly operating results and other
factors. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Seasonality and Quarterly Fluctuations."
Management Information Systems. Although the Company integrates the
financial reporting systems of businesses it acquires, the Company generally
allows such businesses to retain their existing operating systems. There can
be no assurance that these operating systems will adequately support the
operations of the Company as a whole or that the acquired businesses can be
integrated with the Company's financial systems in a timely and cost effective
manner. In addition, there can be no assurance that the Company's current
management information systems or any planned upgrades will be sufficient
9
or effective or that further investments in management information systems
will not be necessary. See "Business--Management Information Systems."
Control of the Company; Disparate Voting Rights. After the Offering and
assuming the Underwriters' over-allotment option is not exercised, William E.
Brown, Chairman of the Board and Chief Executive Officer of the Company will
control approximately 37.6% of the voting power of the capital stock of the
Company and, therefore, will effectively control the Company, including the
power to elect all of the directors of the Company. Holders of Class B Stock
are entitled to the lesser of ten votes per share or 49% of the total votes
cast. Holders of Common Stock are entitled to one vote for each share owned.
After the Offering, the holders of Class B Stock will have 38.9% of the
combined voting power. Holders of Class B Stock are likely to be able to elect
all of the Company's directors, control the management and policies of the
Company and determine the outcome of any matter submitted to a vote of the
Company's stockholders except to the extent that a class vote of the Common
Stock is required by applicable law. The disproportionate voting rights of the
Common Stock and Class B Stock could have an adverse effect on the market
price of the Common Stock. Such disproportionate voting rights may make the
Company a less attractive target for a takeover than it otherwise might be, or
render more difficult or discourage a merger proposal, a tender offer or a
proxy contest, even if such actions were favored by stockholders of the
Company other than the holders of the Class B Stock. Accordingly, such
disproportionate voting rights may deprive holders of Common Stock of an
opportunity to sell their shares at a premium over prevailing market prices,
since takeover bids frequently involve purchases of stock directly from
stockholders at such a premium price. See "Description of Capital Stock."
Environmental Considerations. The Company's subsidiary, Grant Laboratories,
Inc., which manufactures ant control products, and many of the products
distributed by the Company are subject to regulation by federal, state and
local authorities. In addition, in connection with the Sandoz Flea and Tick
Acquisition, the Company acquired a production facility in Texas which
manufactures, among other things, products based upon the active ingredient
methoprene, and is subject to regulation by federal, state and local
authorities. Such regulations are often complex and are subject to change.
Environmental regulations may affect the Company by restricting the
manufacturing, transportation or use of its products or by regulating their
disposal. Regulatory or legislative changes may cause future increases in the
Company's operating costs or otherwise affect operations. Although the Company
believes it is and has been in substantial compliance with such regulations,
there is no assurance in the future that the Company may not be adversely
affected by such regulations or incur increased operating costs in complying
with such regulations. However, neither the compliance with regulatory
requirements nor the Company's environmental procedures can ensure that the
Company will not be subject to claims for personal injury, property damages or
governmental enforcement. See "Business--Environmental Considerations."
Product Liability; Insurance. The Company's business exposes it to potential
product liability risks which are inherent in the manufacture and distribution
of certain of its products. Although the Company generally seeks to insure
against such risks, there can be no assurance that such coverage is adequate
or that the Company will be able to maintain such insurance on acceptable
terms. A successful product liability claim in excess of the Company's
insurance coverage could have a material adverse effect on the Company and
could prevent the Company from obtaining adequate product liability insurance
in the future on commercially reasonable terms.
General Economic Conditions. The sale of lawn and garden products and pet
supplies historically have been subject to fluctuation, with purchases of
these products tending to decline during periods of recession in the general
economy or uncertainty regarding future economic prospects that affect
consumer spending habits, particularly on discretionary items. These economic
cycles and any related fluctuation in consumer demand could have a material
adverse effect on the Company's results of operations and financial condition.
In addition, various retailers, including some of the Company's customers,
have experienced financial difficulties during the past several years, thereby
increasing the risk that such retailers may not pay for the Company's products
in a timely manner, if at all.
10
Shares Eligible for Future Sale. Sales of substantial amounts of shares of
Common Stock in the public market following the Offering could have an adverse
impact on the market price of the Common Stock. After the closing of the
Offering, 25,951,784 shares of Common Stock, including the 7,000,000 shares
offered hereby, and 11,260 shares of Common Stock issuable upon conversion of
Class B Stock, will be freely tradeable without restriction under the
Securities Act, except for any shares purchased by affiliates of the Company,
which will be subject to certain resale limitations of Rule 144 promulgated
under the Securities Act. The remaining 176,801 shares of Common Stock and
1,651,907 shares of Class B Stock, which are held by the Company's directors
and executive officers are subject to lock-up agreements with the
Underwriters. The directors and executive officers of the Company who hold
such shares have agreed not to sell or otherwise dispose of any shares for 90
days after the date of this Prospectus without the prior written consent of BT
Alex. Brown Incorporated. After the expiration of the 90 day lock-up period,
these shares may be sold in accordance with Rule 144. In addition, 193,104
shares and 449,944 shares of Common Stock issued in connection with prior
acquisitions, which are freely tradeable under the Securities Act, are subject
to acquisition related lockup agreements until April 1998 and January 1999,
respectively. The Company has filed registration statements under the
Securities Act covering 1,500,000 shares of Common Stock on Form S-4 for use
in potential acquisitions. As of September 27, 1997, there were 856,952 shares
of Common Stock available for future issuance. The Company has also filed
registration statements under the Securities Act covering 2,000,000 shares of
Common Stock reserved for issuance under the 1993 Omnibus Equity Incentive
Plan, 100,000 shares of Common Stock reserved for issuance under the
Nonemployee Director Stock Option Plan, and 400,000 shares of Common Stock
under the Employee Stock Purchase Plan. As of September 27, 1997, there were
options outstanding to purchase 1,447,890 shares of Common Stock under the
1993 Omnibus Equity Plan and the Nonemployee Director Stock Option Plan and
400,000 shares available for issuance pursuant to the Employee Stock Purchase
Plan. In November 1997, the Company's Board of Directors voted to increase the
number of shares reserved for issuance under the 1993 Omnibus Equity Incentive
Plan, subject to stockholder approval, by 2,000,000 shares. The Company
intends to file a registration statement covering these additional shares. See
"Shares Eligible for Future Sale."
THE COMPANY
The Company was incorporated in Delaware in June 1992 and is the successor
to Central Garden Supply, a California corporation which was acquired in 1980
by William E. Brown, the Company's Chairman and Chief Executive Officer.
Unless the context otherwise requires, references in this Prospectus to the
Company include Central Garden & Pet Company and its subsidiaries and
predecessor companies. The Company's executive offices are located at 3697 Mt.
Diablo Boulevard, Lafayette, California 94549, and its telephone number is
(510) 283-4573. This Prospectus refers to various trademarks owned by
companies other than the Company.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the 7,000,000 shares of
Common Stock offered hereby are estimated to be approximately $175.1 million
($201.4 million if the Underwriters' over-allotment option is exercised in
full), after deducting underwriting discounts and commissions and estimated
offering expenses. The Company intends to use the net proceeds to finance
acquisitions, including approximately $120 million for the Kaytee acquisition
and the pending TFH acquisition, and for general corporate purposes. There can
be no assurance that the TFH acquisition will be consummated or, if
consummated, that either the Kaytee or TFH businesses can be successfully
integrated into the Company's business. As of December 2, 1997, the Company
had approximately $75 million available under its principal line of credit.
This borrowing capacity will provide the Company with a source of funds for
possible acquisitions of complementary businesses and working capital. As part
of its growth
11
strategy, the Company aggressively pursues the acquisition of other companies,
assets and product lines that either complement or expand its existing
business, and it anticipates it will continue to evaluate and pursue potential
acquisition candidates. See "Business--Growth Strategy." The Company completed
seven acquisitions in 1993, four acquisitions in 1994, one acquisition in
1995, two acquisitions in 1996 and five acquisitions, to date, in 1997.
Pending use of the net proceeds for the above purposes, the Company intends to
invest such funds in short-term, investment grade, interest-bearing
obligations. For additional information regarding the Company's principal line
of credit, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Liquidity and Capital Resources" and Note 4 of
Notes to Consolidated Financial Statements.
DIVIDEND POLICY
The Company has not paid any cash dividends on its Common Stock in the past.
The Company currently intends to retain any earnings for use in its business
and does not anticipate paying any cash dividends on its Common Stock in the
foreseeable future. In addition, the Company's line of credit contains
restrictions on the Company's ability to pay dividends. See Note 4 of Notes to
Consolidated Financial Statements.
PRICE RANGE OF COMMON STOCK
The Company's Common Stock has been traded on the Nasdaq National Market,
under the symbol "CENT," since the Company's initial public offering on July
15, 1993. The following table sets forth, for the periods indicated, the
highest and lowest closing sale prices for the Common Stock, as reported on
the Nasdaq National Market.
HIGH LOW
---- ----
FISCAL 1996
First Quarter........................................... $9 1/2 $ 5 1/2
Second Quarter.......................................... 10 8 1/8
Third Quarter........................................... 19 9 1/4
Fourth Quarter.......................................... 26 1/8 16 3/4
FISCAL 1997
First Quarter........................................... 24 5/8 18 7/8
Second Quarter.......................................... 28 3/4 16 1/8
Third Quarter........................................... 24 15/16 16 1/4
Fourth Quarter.......................................... 31 1/16 20 1/2
FISCAL 1998
First Quarter (through December 16, 1997)............... 32 25 3/4
On December 16, 1997, the last reported sale price of the Common Stock on
the Nasdaq National Market was $26.50 per share. As of September 27, 1997,
there were approximately 111 holders of record of the Company's Common Stock
and approximately 10 holders of record of the Company's Class B Stock.
12
CAPITALIZATION
The following table sets forth the consolidated capitalization of the
Company at September 27, 1997 (i) on an actual basis and (ii) as adjusted to
give effect to the sale of 7,000,000 shares of Common Stock being sold by the
Company and the application of the estimated net proceeds therefrom. See "Use
of Proceeds."
SEPTEMBER 27, 1997
------------------------
ACTUAL AS ADJUSTED(4)
-------- --------------
(IN THOUSANDS)
Short-term borrowings................................. $ 72 $ --
======== ========
Long-term borrowings(1)............................... $115,200 $115,200
Shareholders' equity:
Preferred Stock, $.01 par value; 1,000 shares
authorized; 100 shares outstanding................. -- --
Class B Stock, $.01 par value; 3,000,000 shares
authorized; 1,663,167 shares outstanding, actual
and as adjusted.................................... 16 16
Common Stock, $.01 par value; 40,000,000 shares
authorized; 19,117,325 shares outstanding, actual
and 26,117,325 shares outstanding, as adjusted(2).. 191 261
Additional paid-in capital.......................... 245,783 420,803
Retained earnings................................... 36,291 36,291
Restricted stock deferred compensation(3)........... (110) (110)
Treasury stock, at cost............................. (364) (364)
-------- --------
Total shareholders' equity........................ 281,807 456,897
-------- --------
Total capitalization............................ $397,007 $572,097
======== ========
- --------
(1) In November 1996, the Company issued $115,000,000 of 6% Convertible
Subordinated Notes due 2003.
(2) Excludes 1,447,890 shares of Common Stock issuable upon exercise of stock
options outstanding as of September 27, 1997. Also excludes 1,670,483
shares of Common Stock reserved for future issuance under the Company's
1993 Omnibus Equity incentive Plan, Employee Stock Purchase Plan,
Nonemployee Director Stock Option Plan and registration statements on Form
S-4 for future acquisitions. In November 1997, the Company's Board of
Directors voted to increase the number of shares reserved for issuance
under the 1993 Omnibus Equity Incentive Plan, subject to stockholder
approval, by 2,000,000 shares. Also excludes 4,107,143 shares of Common
Stock issuable upon assumed conversion of the Company's 6% Convertible
Subordinated Notes due 2003 and 100,000 shares of Common Stock issuable
upon the assumed conversion of 100 shares of Series A Preferred Stock.
(3) Reflects the issuance by the Company of 237,217 shares of Class B Stock
and the transfer of 32,420 shares of Class B Stock to certain employees by
William E. Brown and the related deferred compensation. All of such shares
are subject to various restrictions, including certain future vesting
periods of up to 10 years.
(4) Does not reflect the amounts paid in connection with the acquisition of
Kaytee, amounts to be paid, if any, in connection with the acquisition of
TFH or approximately $32 million of debt of these companies. See
"Prospectus Summary--Recent and Pending Acquisitions."
13
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
The following selected income statement and balance sheet data of the
Company as of and for each of the fiscal years in the two-year period ended
December 25, 1994, the nine-month period ended September 30, 1995 and each of
the fiscal years in the two-year period ended September 27, 1997 have been
derived from the Company's audited consolidated financial statements. Such
financial statements as of September 28, 1996 and September 27, 1997 and for
the nine-month period ended September 30, 1995 and the fiscal years in the
two-year period ended September 27, 1997 are included elsewhere in this
Prospectus and have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report included herein. The financial data set
forth below should be read in conjunction with the Consolidated Financial
Statements of the Company and related Notes thereto and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this Prospectus.
NINE MONTH
PERIOD
FISCAL YEAR ENDED ENDED(1) FISCAL YEAR ENDED
------------------------- ------------- ---------------------------
DECEMBER 26, DECEMBER 25, SEPTEMBER 30, SEPTEMBER 28, SEPTEMBER 27,
1993 1994 1995 1996 1997
------------ ------------ ------------- ------------- -------------
(IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA)
INCOME STATEMENT DATA:
Net sales............................. $334,682 $421,427 $373,734 $619,622 $841,007
Cost of goods sold and occupancy...... 278,746 354,096 316,832 535,189 694,925
-------- -------- -------- -------- --------
Gross profit......................... 55,936 67,331 56,902 84,433 146,082
Selling, general and administrative
expenses............................. 44,702 58,489 48,075 66,945 109,160
-------- -------- -------- -------- --------
Income from operations................ 11,234 8,842 8,827 17,488 36,922
Interest expense-net.................. (3,751) (5,642) (5,891) (4,061) (6,554)
Other income (expense)-net............ (878) (859) (953) 1,038 --
-------- -------- -------- -------- --------
Income before income taxes and
minority interest.................... 6,605 2,341 1,983 14,465 30,368
Income tax expense.................... 2,637 936 904 6,017 12,765
-------- -------- -------- -------- --------
Income before minority interest....... 3,968 1,405 1,079 8,448 17,603
Minority interest..................... 26 -- -- -- --
-------- -------- -------- -------- --------
Net income ........................... $ 3,994 $ 1,405 $ 1,079 $ 8,448 $ 17,603
======== ======== ======== ======== ========
Net income per common and common
equivalent share(2)
Primary.............................. $ 0.83 $ 0.24 $ 0.18 $ 0.72 $ 1.08
Fully diluted........................ 0.18 0.71 1.07
Weighted average shares outstanding(2)
Primary.............................. 4,789 5,947 5,943 11,702 16,293
Fully diluted........................ 6,050 11,904 19,970(3)
OPERATING DATA:
Distribution and manufacturing centers
at period end........................ 30 39 38 41 49
BALANCE SHEET DATA (AT PERIOD END):
Working capital....................... $ 26,719 $ 21,003 $ 25,316 $ 95,670 $253,926
Total assets.......................... 143,748 173,953 142,680 283,664 559,043
Short-term borrowings................. 32,162 44,995 39,670 29,508 72
Long-term borrowings.................. 8,804 7,019 11,130 7,635 115,200(3)
Shareholders' equity.................. 35,359 36,376 38,402 129,559 281,807
- --------
(1) In 1995, the Company changed its fiscal year end to the last Saturday in
September. Accordingly, the fiscal year ended September 30, 1995 was a
nine month period.
(2) In November 1995, the Company sold 5,750,000 shares of its Common Stock at
a public offering price of $6.75 per share. In July 1996, the Company sold
2,752,500 shares of its Common Stock at a public offering price of $18.00
per share. In August 1997, the Company sold 5,540,000 shares of its Common
Stock at a public offering price of $24.25 per share.
(3) In November 1996, the Company issued $115,000,000 of 6% Convertible
Subordinated Notes due 2003. Fully diluted weighted average shares
outstanding includes shares of Common Stock issuable upon the assumed
conversion of such notes.
14
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The Company is the leading national distributor of lawn and garden and pet
supply products. As a result of both acquisitions and internal expansion, the
Company has grown rapidly from sales of approximately $25 million in 1987 to
approximately $841 million in fiscal 1997 and increased the number of Company
distribution and manufacturing centers from one in 1987 to 49 as of December
1, 1997. Since 1988, the Company has completed 27 acquisitions, making it the
leader in the consolidation of distribution channels for the lawn and garden
and pet supplies industries. The Company completed seven acquisitions in 1993,
four acquisitions in 1994, one acquisition in 1995, two acquisitions in 1996,
and five acquisitions, to date, in 1997. These acquisitions included five lawn
and garden distributors and nine distributors of pet supplies. In addition, in
December 1997 the Company agreed to acquire TFH. In fiscal 1997, lawn and
garden products accounted for approximately 71% of the Company's net sales and
pet supplies accounted for approximately 29%. As a result of its recent
acquisitions, including Kaytee, and the proposed acquisition of TFH, the
Company expects that sales of pet supplies will increase as a percentage of
net sales.
Manufacturers and suppliers of lawn and garden products and pet supplies
have sold, and may intensify their efforts to sell, their products directly to
retailers, including major customers of the Company. In response to increased
direct sales, the Company has developed programs designed to encourage
manufacturers to continue to utilize the Company's services. In many instances
when manufacturers have increased direct sales, the Company has continued to
provide merchandising and other services to both manufacturers and retailers.
Historically, sales of Solaris products to direct accounts (referred to as
"agency sales") included lower levels of services; therefore, the Company's
gross profit as a percentage of net sales on this type of business was lower
than on full service sales.
The Company entered into an agreement effective October 1, 1995 with Solaris
to become both the master agent and master distributor for sales of Solaris
products nationwide. Management believes that the relationship with Solaris
embodied in the Solaris Agreement has had a substantial impact on the
Company's results of operations. Under the Solaris Agreement, which has an
initial four-year term, the Company, in addition to serving as the master
agent and master distributor for sales of Solaris products, provides a wide
range of value-added services including logistics, order processing and
fulfillment, inventory distribution and merchandising. However, Solaris
continues to negotiate its sales prices directly with its direct sales
accounts. As a result of the Solaris Agreement, a majority of the Company's
sales of Solaris products are derived from servicing direct sales accounts,
whereas in 1995 and prior, a majority of the Company's sales of Solaris
products were made by the Company as a traditional distributor. A substantial
portion of these sales consists of large shipments to retail distribution
centers which are characterized by lower gross profit as a percentage of net
sales compared with sales made by the Company as a traditional distributor.
The Company believes that the operating expenses associated with this type of
sale are lower than the operating expenses associated with sales made by the
Company as a traditional distributor. The Company believes that the gross
profit as a percentage of net sales associated with the Company's services to
Solaris direct sales accounts is higher than the gross profit as a percentage
of net sales associated with the Company's historical agency sales due to the
greater services provided pursuant to the Solaris Agreement. The Company
believes that the collective impact of these factors has led to substantially
increased sales of Solaris products, increased gross profit from sales of
Solaris products as well as lower gross profit as a percentage of net sales.
In addition, under the Solaris Agreement, the Company's inventories of
Solaris products have increased significantly since the Company is not only
carrying inventories to support its own sales of Solaris products but also
certain inventory previously carried by Solaris as well as additional
inventories to support sales of Solaris products by the Company's network of
independent distributors.
15
The Solaris Agreement provides for the Company to be reimbursed for costs
incurred in connection with services provided to Solaris' direct sales
accounts and to receive payments based on the growth of sales of Solaris
products. The Company also shares with Solaris in the economic benefits of
certain cost reductions, to the extent achieved. As a result, management
believes that the Company's profitability is more directly attributable to the
success of Solaris than it has been in the past.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the relative
percentages that certain income and expense items bear to net sales:
NINE MONTH FISCAL FISCAL
PERIOD ENDED YEAR ENDED YEAR ENDED
SEPTEMBER 30, SEPTEMBER 28, SEPTEMBER 27,
1995 1996 1997
------------- ------------- -------------
Net sales........................... 100.0% 100.0% 100.0%
Cost of goods sold and occupancy.... 84.8 86.4 82.6
----- ----- -----
Gross profit........................ 15.2 13.6 17.4
Selling, general and administrative
expenses............................ 12.9 10.8 13.0
----- ----- -----
Income from operations.............. 2.3 2.8 4.4
Interest expense--net............... 1.6 0.7 0.8
Other income (expense)--net......... (0.2) 0.2 0.0
----- ----- -----
Income before income taxes.......... 0.5 2.3 3.6
Income taxes........................ 0.2 0.9 1.5
----- ----- -----
Net income.......................... 0.3% 1.4% 2.1%
===== ===== =====
FISCAL 1997 COMPARED WITH FISCAL 1996
Net sales for the year ended September 27, 1997 increased by 35.7% or $221.4
million to $841.0 million from $619.6 million for the year ended September 28,
1996. Of the $221.4 million increase, approximately $146.5 million was
attributable to businesses acquired subsequent to October 1, 1995. The
increase related to the existing business was attributable principally to the
lawn and garden operations with modest sales increases in both the pet and
branded areas of the Company's operations.
Gross profit increased by 73.0% or $61.6 million from $84.4 million during
the year ended September 28, 1996 to $146.1 million for the same period in
1997. Gross profit as a percentage of net sales increased from 13.6% for the
year ended September 28, 1996 to 17.4% for the comparable 1997 period. While
the existing operations reported a modest increase in gross margin as a
percentage of net sales, the increase is due principally to a greater
percentage of higher margin pet and branded sales relative to total sales than
was the case in fiscal 1996. The change in sales mix is primarily attributable
to the newly acquired businesses.
For the year ended September 27, 1997, selling, general and administrative
expenses increased by $42.3 million to $109.2 million from $66.9 million for
the comparable 1996 period. The increase in selling, general and
administrative expenses is attributable to a combination of increased sales
and the addition of the newly acquired businesses. As a percentage of net
sales, operating expenses increased from 10.8% in the twelve months ended
September 28, 1996 to 13.0% for the similar 1997 period. This percentage
increase relates principally to the pet and branded product operations which
have significantly higher operating costs as a percentage of sales than the
lawn and garden operations. As these two product areas become a greater
percentage of total sales, selling, general and administrative expense as a
percentage of net sales will continue to increase.
16
Interest expense -- net for the year ended September 27, 1997 increased by
61.4% or $2.5 million to $6.6 million from $4.1 million for the year ended
September 28, 1996. The increase is due principally to the issuance of
$115,000,000, 6% convertible notes in November 1996 offset, in part, by
interest income earned from funds available resulting from proceeds from the
issuance of both the convertible notes and a public offering of the Company's
common stock in August 1997. Average borrowings for fiscal 1997 were $105.2
million compared with $28.2 million for the comparable 1996 period. The
average interest rates for the fiscal years ended September 27, 1997 and
September 28, 1996 were 7.4% and 10.5%, respectively.
The Company's effective income tax rate for fiscal 1997 was 42.0% compared
with 41.6% for the similar 1996 period.
FISCAL 1996 COMPARED WITH TWELVE MONTHS ENDED SEPTEMBER 30, 1995
In 1995, the Company changed its fiscal year to the last Saturday in
September. Accordingly, the fiscal year ended September 30, 1995 was a nine
month period. As a result of this change, 1996 operating results will not be
directly comparable with 1995. The Company believes that comparing 1996 with
the twelve month period ending September 30, 1995 will provide a more
meaningful analysis of the Company's operating results. Unaudited summary
operating results for the twelve months ended September 30, 1995 are shown in
Note 11 to the consolidated financial statements.
Net sales for the year ended September 28, 1996 increased by 41.8% or $182.6
million to $619.6 million from $437.0 million for the comparable 1995 period.
The increase in net sales was due to (1) incremental business resulting from
the Solaris Agreement (approximately $98.0 million), (2) acquisition of two
pet supplies distributors in the fourth quarter of fiscal 1996 (approximately
$22.2 million), and (3) the addition of stores previously serviced by a
competitor, expanded product placements and new store openings with existing
customers (approximately $62.4 million).
Gross profit increased by 26.5% or $17.7 million from $66.7 million during
the twelve months ended September 30, 1995 to $84.4 million for the same
period in 1996. Gross profit as a percentage of net sales decreased from 15.3%
in the twelve months ended September 30, 1995 to 13.6% for the comparable 1996
period. The decrease in the gross profit as a percentage of net sales is due
principally to the incremental sales of Solaris product which were sold to
high volume, minimum service level retail distribution centers and to a lesser
extent, the elimination of certain discounts and rebates which historically
had been part of the Solaris marketing programs.
For the year ended September 28, 1996, selling, general and administrative
expenses increased by $5.8 million to $66.9 million from $61.2 million for the
similar 1995 period. As a percentage of net sales, these expenses decreased
from 14.0% in the twelve months ended September 30, 1995 to 10.8% in the
supplies comparable 1996 period. Of the $5.8 million increase, approximately
$4.4 million relates to the two pet supplies distributors acquired in the
fourth quarter of fiscal 1996 and approximately $6.1 million is related to the
increase in sales, offset in part by approximately $4.7 million resulting from
a combination of cost reductions in the existing pet operations and costs
related to inventory on hand at September 28, 1996. The decrease in these
expenses as a percentage of net sales relates to the fixed portion of these
expenses being spread over substantially greater sales volume in 1996 compared
with 1995.
Interest for the year ended September 28, 1996 decreased by 44.6% or $3.3
million to $4.1 million from $7.4 million for the twelve months ended
September 30, 1995. The decrease is attributable principally to lower average
outstanding borrowings as a result of applying the proceeds from the Company's
two sales of its common stock during fiscal 1996 and the termination of the
Monsanto trade financing agreement. Average short-term borrowings for fiscal
1996 were $28.2 million compared with $79.0 million for the comparable 1995
period. The outstanding borrowings include amounts due to Solaris
17
under the Monsanto trade financing agreement which ended in November 1995. The
average interest rate for the twelve months ended September 28, 1996 and
September 30, 1995 were 10.5% and 7.6% respectively.
The Company's effective income tax rate for fiscal 1996 was 41.6% compared
with a tax credit of 36.6% for the similar 1995 period.
INFLATION
The results of operations and financial condition are presented based upon
historical cost. While it is difficult to accurately measure the impact of
inflation, the Company believes that the effects of inflation on its
operations have been immaterial.
SEASONALITY AND QUARTERLY FLUCTUATIONS
The Company's business is highly seasonal. In fiscal 1997, approximately 66%
of the Company's sales occurred in the second and third quarters of the fiscal
year. Historically, substantially all of the Company's operating income is
generated in this period. Typically, the lawn and garden business is more
seasonal than the pet supplies business, with a higher proportion of sales
occurring in the first two calendar quarters. In fiscal 1997, the Company's
lawn and garden business accounted for approximately 71% of net sales and pet
supplies accounted for approximately 29% of net sales.
The following table provides certain unaudited quarterly financial
information for the calendar periods indicated. In management's opinion, this
information reflects all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the information for the
periods presented. These results may not be indicative of future results.
THREE MONTHS ENDED
--------------------------------------
DEC. 30, MARCH 30, JUNE 29, SEPT. 28,
1995 1996 1996 1996
-------- --------- -------- ---------
(IN THOUSANDS)
Net sales................................ $ 78,112 $182,020 $227,591 $131,899
Gross profit............................. 11,320 21,806 30,650 20,657
Income (loss) from operations............ (2,698) 5,902 12,440 1,844
Net income (loss)........................ (2,363) 2,791 6,635 1,385
THREE MONTHS ENDED
--------------------------------------
DEC. 28, MARCH 29, JUNE 28, SEPT. 27,
1996 1997 1997 1997
-------- --------- -------- ---------
(IN THOUSANDS)
Net sales................................ $100,144 $236,341 $320,402 $184,120
Gross profit............................. 17,454 33,716 54,514 40,398
Income (loss) from operations............ (2,179) 10,505 22,619 5,977
Net income (loss)........................ (1,807) 5,038 11,807 2,565
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically financed its growth through a combination of
bank borrowings, supplier credit, internally generated funds and sales of its
stock and convertible notes to the public. During fiscal 1997, the Company
received net proceeds (after offering expenses) of approximately $111.4
million from the sale of $115.0 million of 6% Convertible Subordinated Notes
due 2003 and approximately $127.2 million (after offering expenses) from the
sale of 5,540,000 shares of common stock completed in August 1997. The Company
used the cash generated from its August 1997 offering to repay approximately
$28.0 million outstanding under its principal line of credit and approximately
$56.0 million related to early payments for purchases of inventory under
various promotional programs offered by certain suppliers.
18
The Company's business is highly seasonal and its working capital
requirements and capital resources track closely to this seasonal pattern.
During the first quarter of each calendar year, inventory, accounts
receivable, accounts payable, and short-term borrowings begin to increase,
reflecting the build up of inventory and related payables in anticipation of
the peak selling season. During the second quarter of the calendar year,
inventory levels decrease while account receivables peak and short-term
borrowings start to decline as cash collections are received during the peak
selling period. In the third quarter of the calendar year, inventory levels
are at their lowest level and receivables and accounts payable are
substantially reduced through conversion of accounts receivable to cash.
During the fourth quarter of the calendar year, accounts receivable reach
their lowest levels, while inventory and accounts payable and short-term
borrowings begin to increase. Since the Company's short-term credit line
fluctuates based upon a specified asset borrowing base, the fourth quarter of
each calendar year is typically the period when the asset borrowing base is at
its lowest and consequently its ability to borrow is at its lowest.
For the twelve months ended September 27, 1997, the Company generated $10.2
million of cash from operating activities. Cash used from investing activities
was approximately $101.4 million of which $96.8 million was related to the
acquisitions of two manufacturers of pet supplies products (Four Paws and the
flea and tick operations of Sandoz Agro, Inc.), one pet distributor (Country
Pet Supply), one lawn and garden distributor (Ezell Nursery Supply), plus an
equity interest in a lawn and garden distributor (Commerce). The balance, $4.6
million reflects additions to plant and equipment. Cash provided from
financing activities of $190.0 million consisted principally of $238.6 million
of net proceeds from the issuance of $115.0 million principal amount of 6%
Subordinated Convertible Notes and the sale of 5,540,000 shares of common
stock offset in part by repayments of both short and long-term debt of
approximately $42.1 million. Additionally, the Company redeemed for $7.0
million warrants to purchase 500,000 shares of the Company's stock which were
originally issued to Monsanto Company in connection with the Company's
agreement to become the master agent and distributor for Solaris, a business
unit of Monsanto, and Monsanto's purchase of 100 shares of the Company's
preferred stock. The redemption price reflected the fair market value of the
Company's common stock at date of acquisition less the exercise price of $9.00
per share.
For the twelve months ended September 28, 1996, the Company used cash from
operating activities of approximately $32.4 million, resulting principally
from the initial build up of inventory related to the Solaris Agreement
combined with the termination of the Monsanto trade financing agreement. Cash
used from investing activities was $34.3 million reflecting the purchase of
two pet supplies distribution businesses for approximately $35.0 million and
additions to plant and equipment of $3.0 million offset in part by the
proceeds of $3.7 million from the sale of the Company's Visalia, California
warehouse. Cash provided from financing activities of $67.8 million consisted
primarily of $81.9 million net proceeds from the Company's stock sales in
November 1995 and July 1996 offset in part by repayments of short and long-
term debt by approximately $13.7 and $0.4 million to acquire treasury shares.
The Company has a line of credit with Congress Financial Corporation
(Western) for up to $75 million. The available amount under the line of credit
fluctuates based upon a specific asset borrowing base. The line of credit,
which bears interest at a rate equal to the prime rate plus 3/4% per annum, is
secured by substantially all of the Company's assets. At September 27, 1997,
as a result of the sale of $115.0 million of Convertible Subordinated Notes in
November 1996, and the sale of its common stock in August 1997, the
indebtedness to Congress was repaid leaving the Company with $75.0 million of
borrowing availability. The Company's line of credit contains certain
financial covenants such as minimum net worth and minimum working capital
requirements. The line also requires the lender's prior written consent to any
acquisition of a business.
During 1995, the Company had a trade credit arrangement with a financing
affiliate of Monsanto pursuant to which Monsanto permitted the Company to
borrow up to $81.0 million for the purchase of Solaris products. Such
borrowings were secured by a first priority lien on the Company's inventory of
19
Solaris products and a second priority lien on all other inventories and
receivables and bore interest at a rate 1 1/2% below the prime rate. This
arrangement was eliminated on November 15, 1995 and subsequent to that date,
financing arrangements with Monsanto have been on typical Solaris credit
terms.
The Company believes that its current cash balance, cash flow from
operations, funds available under its line of credit and its arrangements with
suppliers including Monsanto will be adequate to fund its presently
anticipated working capital requirements for the foreseeable future. The
Company anticipates that its capital expenditures, excluding any future
acquisitions, will not exceed $5.0 million for the next 12 months.
As part of its growth strategy, the Company has engaged in acquisition
discussions with a number of companies in the past and it anticipates it will
continue to evaluate potential acquisition candidates. If one or more
potential acquisition opportunities, including those that would be material,
become available in the near future, the Company may require additional
external capital. In addition, such acquisitions would subject the Company to
the general risks associated with acquiring companies, particularly if the
acquisitions are relatively large. See "Risk Factors--Acquisitions; Expansion.
"
20
BUSINESS
OVERVIEW
The Company is the leading national distributor of lawn and garden and pet
supply products. The Company also offers a broadening array of proprietary
branded lawn and garden and pet supply products, including FourPaws(R),
Zodiac(R) and Grant's(R). As a result of both acquisitions and internal
expansion, the Company has grown rapidly from sales of approximately
$25 million in 1987 to approximately $841 million in fiscal 1997 and increased
the number of Company distribution and manufacturing centers from one in 1987
to 49 as of December 1, 1997. Since 1988, the Company has completed 27
acquisitions, including five acquisitions, to date, in 1997, making it the
leader in the consolidation of distribution channels for the lawn and garden
and pet supplies industries. In addition, in December 1997 the Company agreed
to acquire TFH. In fiscal 1997, lawn and garden products accounted for
approximately 71% of the Company's net sales and pet supplies accounted for
approximately 29%.
INDUSTRY OVERVIEW
Lawn and Garden. The lawn and garden industry has retail sales in excess of
$20 billion. According to the 1996-1997 National Gardening Survey conducted
for the National Gardening Association by the Gallup Organization, 64% of the
approximately 101 million households in the United States participated in some
form of gardening in 1996. The Company believes that gardening is one of the
most popular leisure activities in America and that as the population of
America ages, gardening's popularity will increase.
The lawn and garden supply industry is complex for a number of reasons. The
industry is highly seasonal with half of all sales occurring during the peak
spring gardening season and two-thirds of all sales occurring in the first six
months of the calendar year. The industry is also complex because of the
breadth and depth of merchandise offered including fertilizers, insecticides,
sprinkler systems, and gardening tools, as well as perishable items such as
live plants and higher priced items such as power tools. Further, merchandise
selection is complicated by varying regional and local climate conditions and
problems such as pest infestations and weed growth. There are at least 10
distinctly different climatic zones in the continental U.S., each of which has
different lawn and garden needs. Finally, lawn and garden sales are driven by
weekly weather conditions and manufacturer promotions which heavily impact
consumer demand for lawn and garden products.
As a result of the complexity and variability of lawn and garden sales,
retailers, manufacturers and suppliers must constantly adapt to changes in
consumer demand. Industry retailers--ranging from small local garden centers
to regional and national mass merchandisers and discounters--must carefully
plan their lawn and garden needs prior to the peak selling season and adjust
those plans as the season develops. Because of the large number of product
SKUs in the category, merchandise availability from a wide selection is
important. Having rapid access to these goods is also important, particularly
for national retailers, in adapting to regional and local lawn and gardening
conditions. Lastly, retailers need quick deliveries to keep shelves full
(especially prior to weekends) and require high in-stock and order-fulfillment
rates. Manufacturers and suppliers have historically relied on distributors to
inventory large volumes of product close to the retail market in order to
efficiently deliver products in a timely manner to retail stores.
Manufacturers and suppliers also rely on distributors to support and execute
promotion and marketing plans and training of store employees at the store and
regional level. Therefore, distributors represent an effective solution to the
retailer facing a complex industry and an efficient means for a manufacturer
or supplier to distribute and market its products.
Historically, lawn and garden products were distributed through small local
distributors that provided knowledgeable and personalized services to small
local independent nursery centers and retailers. In recent years, as regional
and national chains of retailers such as Wal*Mart, Home Base, Target and Home
21
Depot have grown, there has been a trend towards consolidation among
distributors in this category with larger regional distributors experiencing
substantial growth as these volume driven accounts demand the administrative
efficiency as well as the value-added services larger distributors can
provide. Therefore, to the extent that sales of lawn and garden supplies shift
from smaller more specialized nursery stores to larger regional and national
chains, the Company believes that there will be a similar trend towards
consolidation of distributors leading to the predominance of regional and
national distributors.
Pet Supplies. In 1996, over half of all U.S. households, or approximately 58
million households, owned at least one pet and 44% of these households owned
more than one pet. The Company believes that pet ownership has increased as a
result of an increase of empty-nest households with additional disposable
income to spend on pets and an increase in families with young children. The
Company believes that sales of premium pet food and pet supplies have
increased due to these changing demographics, the increasing pet owner concern
for animal nutrition and safety and recommendations by veterinarians and
breeders.
The Company believes the channels of distribution for pet food and pet
supplies are highly fragmented. Pet food manufacturers generally sell directly
to mass merchants and supermarkets. With respect to pet supplies, however,
management believes that the large number of product SKUs carried by specialty
pet stores make merchandise availability from a wide selection and short
delivery times important to retailers who require high in-stock and order-
fulfillment rates. Because of the fragmented nature of the pet supply
industry, manufacturers and suppliers have historically relied on distributors
to inventory large volumes of product close to the retail market and to
support and execute promotion and marketing plans and training of store
employees at the store and regional level. In addition, aquarium and fish
supply products are more complex than dog or cat supplies and often provide
independent pet retailers that carry such products a unique advantage in
product knowledge and services. Therefore, the Company believes it represents
an effective solution to the specialty pet retailer's problems and an
efficient means for a manufacturer or supplier to distribute and market its
products.
BUSINESS STRATEGY
The Company's goals are (i) to increase its position as the leading
distributor of lawn and garden products and pet supplies in the United States
and (ii) to expand its offerings of proprietary branded products that are
complementary to the products it currently distributes. The Company's business
strategy is designed to meet the needs of retailers and manufacturers, both of
which are critical to the Company's success. The Company believes that each of
the key elements of its business strategy will enhance its position as a
distributor and facilitate its expansion into proprietary branded products.
The key elements of the Company's business strategy include:
Comprehensive Product Selection. The breadth and depth of the Company's
comprehensive selection of approximately 24,000 lawn and garden products and
approximately 21,000 pet supply products enable retailers to fulfill a
substantial portion of their product needs from a single source. In lawn and
garden supply, the Company generally focuses on those products that are suited
to distribution due to their seasonality, variable sales movements, complexity
to consumers and retailers, handling and transportation difficulties, and
which therefore generally require value-added services. In pet supplies, the
Company carries many of the best-known brands. The Company does not carry live
plants, power tools or higher priced items which are generally sourced
directly.
Value-Added Services. The Company offers a complete menu of value-added
services independently priced so that each garden or pet customer can choose a
program tailored to its individual needs. Value-added services offered include
national, regional and store level merchandise planning, promotional planning
and support, in-store merchandising and training, reorder support, stock-
balancing, as well as the actual shipping, warehousing and distribution
functions. The Company aggressively seeks opportunities to increase the range
and scope of these value-added services to help retailers sell more product.
22
National Presence. The Company has invested significant resources to build
and consolidate its position as the leading national distributor of lawn and
garden products and pet supplies. Management believes that this strategy makes
the Company more attractive and efficient to both manufacturers and retailers.
Manufacturer Services. To those manufacturers that sell products directly to
retailers, the Company offers servicing arrangements pursuant to which the
Company performs sales merchandising, warehousing, delivery, store training,
billing and other services for the direct sale accounts. The Company intends
to pursue longer-term joint ventures and agency arrangements with key
manufacturers that sell directly to retailers.
Efficient Operations. The Company believes that its strategically located
warehouses, investments in MIS systems, employee training and incentive
measures have helped the Company improve its operating efficiencies. In order
to attract new retail customers and maintain relationships with existing
retailers, the Company also strives to maintain a high in-stock position and
order-fulfillment rate.
Large Retailers. Management utilizes the Company's comprehensive product
selection, national presence, value-added services and efficient operations to
develop relationships with large national and regional chains and independent
retailers that have the ability to generate significant sales volume. The
Company believes that it offers these retailers an efficient and cost
effective method of distribution. These retailers generally purchase more
merchandise per order which permits the Company to reduce its distribution
expense as a percentage of sales. The Company believes that these retailers
are gaining market share in the lawn and garden industry and hopes to grow
with its customers to the extent they continue to grow.
GROWTH STRATEGY
The Company has developed a multi-faceted growth strategy designed to
increase its position as the leading distributor of lawn and garden products
and to continue to consolidate the fragmented pet supply industry. The Company
intends to continue to expand in these markets by (i) continuing to make
strategic acquisitions, (ii) obtaining new customers and increasing sales to
existing customers, (iii) adding new product lines or expanding existing
product lines that are currently distributed by the Company and (iv) expanding
its offerings of proprietary branded products that are complementary to the
products it currently distributes.
Acquisitions. The Company seeks to continue to strengthen its leadership
position in the consolidation of the distribution channels for the lawn and
garden and pet supply industries. The Company's strategy is to acquire
companies in these industries that enable it to gain access to new customers,
enter new geographical areas, lower operating cost levels and improve service
levels to existing customers. Management believes that the Company's national
presence brings certain synergies to regional distributors that are appealing
to manufacturers. In May 1997, the Company acquired Ezell Nursery Supply, Inc.
("Ezell"), a distributor of lawn and garden, barbecue and patio products. In
addition, the Company believes the fragmented nature of the pet supply
industry and the continuing consolidation of both retailers and distributors
will create a number of acquisition opportunities. For example, in July 1996,
the Company acquired Kenlin Pet Supply, Inc. ("Kenlin"), the largest
distributor of pet supply products in the eastern United States, and, in
February 1997, the Company acquired the pet supply business of Country Pet
Supply, a distributor of pet supply and pet food products.
Customer Growth. The Company's national presence has enabled it to obtain
new customers as well as expand sales to certain existing customers desiring
more centralized and efficient distribution. For example, during the period
from 1991 to September 27, 1997, the Company added approximately 1,200
Wal*Mart stores through acquisitions and internal growth and now serves
approximately 1,700, or 74% of Wal*Mart stores nationally. The Company's goal
is to grow with its customers, such as Wal*Mart and Home Depot, to the extent
they continue to add new stores and expand lawn and garden sections.
Management
23
also plans to continue to seek new relationships with large volume accounts
whether on a local, regional or national scale. The Company intends to seek to
negotiate additional long-term agreements with manufacturers, such as the
Solaris Agreement.
Product Line Expansion. The Company will also seek to add new product lines
or expand existing product lines where the Company believes its strength in
managing complex product categories or its national presence will make the
product line a value-added member of the distribution channel. In addition,
the Company perceives significant opportunities in the pet supply business as
the industry consolidates in a manner similar to the lawn and garden industry.
Management believes that its ability to deliver pet supplies cost-effectively
and to provide value-added services to retailers has contributed to the
Company's success in this area.
Grow Branded Products. The Company intends to pursue the acquisition of
complementary branded product lines or companies which can benefit from the
Company's distribution system and expertise and which the Company believes
typically offer higher margins than distributed products. For example, in
January 1997, the Company acquired Four Paws Products, Ltd., Inc. ("Four
Paws"), one of the largest manufacturers of dog, cat, reptile and small
animals products in the United States, including brand names such as Magic
Coat(R) and Four Paws(R); in May 1997, the Company acquired the United States
and Canada flea and tick protection business of Sandoz Agro, Inc. ("Sandoz")
(the "Sandoz Flea and Tick Acquisition"), including ownership in the United
States and Canada of the Zodiac(R) and Vet-Kem(R) trademarks; and, in December
1997, the Company acquired Kaytee, one of the nation's largest manufacturers
of bird seed for caged and wild birds as well as a manufacturer of food for
small animals, including the brand names Kaytee(R) and Amazon Smythe(R). The
Company also seeks to develop new complementary products within its existing
proprietary branded product lines. See "--Products--Proprietary Branded
Products."
PRODUCTS
General
In fiscal 1997, lawn and garden products accounted for approximately 71% of
the Company's net sales and pet supplies accounted for approximately 29%. The
Company offers its customers a comprehensive selection of brand name lawn,
garden and pet supplies. This selection consists of approximately 45,000
products from approximately 1,000 manufacturers. The Company generally focuses
on those lawn and garden brand name products that are suited to distribution
due to their seasonality, variable sales movements, complexity to consumers
and retailers, handling and transportation difficulties, and which therefore
generally require value-added services. The Company focuses on these types of
products because it believes that retailers cannot source these products
directly from suppliers as effectively as they can through distributors and
that manufacturers of these products are likely to view the services offered
by the Company as highly desirable and cost-effective. The Company carries
many of the best-known brands in pet foods and supplies and combines these
products into single shipments, providing its pet supply customers a wide
variety of products on a cost-effective basis. Through the acquisition of
Kenlin in 1996 and Country Pet Supply in 1997, the Company has significantly
expanded its pet supply distribution business. Management intends to continue
to expand this business line due to the relatively large number of SKUs
(approximately 21,000), the fragmented nature of the retail segment for pet
supplies, the lack of any national distributor in this field and a more steady
year-round sales volume with a peak selling season in the last quarter of the
calendar year. The Company does not carry live plants, power tools or high
priced items which are generally sourced directly from manufacturers. The
Company believes that its broad and deep selection of products permits
retailers to fulfill substantially all of their lawn, garden and pet supply
requirements from a single source. In fiscal 1997, substantially all of the
Company's products had suggested retail prices of $20 or less.
The following table indicates the approximate number of SKUs, the
approximate number of manufacturers and suppliers and selected brand names in
each of the Company's current major product
24
categories according to the Company's internal records. The Company may change
from time to time the selection and mix of its products, which may change the
approximate number of manufacturers and suppliers and SKUs depending on the
season.
APPROXIMATE
NUMBER OF
MANUFACTURERS APPROXIMATE
AND NUMBER OF SELECTED
PRODUCT CATEGORY SUPPLIERS SKUS BRAND NAMES
---------------- ------------- ----------- -----------
Chemicals and Fertilizer(1)........ 100 4,000 Ortho, Round-Up,
Miracle-Gro, Green
Light, American
Cyanamid, Ironite, Raid,
Black Flag, Lilly
Miller, Grant's
Other Lawn and Garden Products(2).. 700 20,000 Matthews, HTH, Pace,
Sunset, Gilmour, Corona,
Rainbird, Rubbermaid,
Perky-Pet
Pet Supplies(3).................... 200 21,000 Four Paws, Zodiac,
Hagen, Tetra/Second
Nature, All Glass
Aquariums, Penn Plax
- --------
(1) Category includes fertilizers, insecticides, weed killers, herbicides,
animal repellents, other chemicals and electronic pest controls.
(2) Category includes pool chemicals, equipment and toys, barbecues, bird
feeders, lawn and flower seeds, tomato baskets, gloves, instructional
books, plant stakes, safety equipment, plant meters, weather instruments,
wheelbarrows, spreaders, rakes, long handle tools, hand tools, brooms,
axes, shears, saws, hedge tools, hoses, sprayers, dusters, sprinklers,
drip watering systems, nozzles, Christmas products and other seasonal
items.
(3) Category includes various pet supplies and pet care products and dog, cat,
fish and bird food.
Proprietary Branded Products
The principal lawn and garden product lines owned by the Company are the
Matthews(R) line of redwood products, the Grant's(R) line of ant control
products, the Greentouch line of cutting tools and four proprietary brands of
fertilizer. The Matthews(R) line of redwood products consists of redwood tubs,
planter boxes and trellises. The Grant's(R) line of ant control products
consists of ant stakes, granules and twists and ties. The Greentouch(R) line
of cutting tools consists of small hand tools used for gardening which are
supplied to the Company by a contract manufacturer located in the Far East.
The Company has four proprietary brands of fertilizer--Colorado's Own(R) and
Mountain States(R), which are manufactured by the Company, and Easy-Gro(R) and
Turf Magic(R), which are supplied to the Company by contract manufacturers.
The principal pet supply product lines owned by the Company are the Four
Paws' line of animal products, the United States and Canada flea and tick
protection business of Sandoz, the Kaytee line of bird and small animal food
and the Island Aquarium line of aquariums. In January 1997, the Company
acquired Four Paws, one of the largest manufacturers of dog, cat, reptile and
small animal products in the United States, including brand names such as
Magic Coat(R) and Four Paws(R). Four Paws products are distributed throughout
the United States, Canada, Europe and Asia. In May 1997, the Company acquired
the United States and Canada flea and tick protection business of Sandoz. The
acquisition includes ownership in the United States and Canada of the
Zodiac(R) and Vet-Kem(R) trademarks as well as those of Ovitrol(R),
Siphotrol(R), Fleatrol(TM), vIGRen(R), Petcor(R), Precor(R) and Natural
Signature(R). These products--which include on-animal sprays, shampoos and
powders, collars, indoor foggers, aerosols, concentrates and pump-sprays--are
based on the active ingredient methoprene to which the Company has acquired
exclusive rights in the United States and Canada. In connection with this
acquisition, the Company acquired a manufacturing, formulation, packaging and
research facility in Dallas, Texas and all existing inventory, along with a
staff of highly trained technical professionals. In addition, in December
1997, the Company acquired Kaytee, one of the nation's largest manufacturers
of bird seed for caged and wild birds as well as a manufacturer of food for
small animals, including the brand names Kaytee(R) and Amazon Smythe(R).
Additionally, the Company manufactures aquariums sold under the brand name
Island(R) Aquarium.
25
The Company intends to pursue the acquisition of additional proprietary
branded products in both the lawn and garden and pet supply product industries
which would benefit from access to the Company's distribution system and
expertise and which the Company believes typically offer higher margins than
distributed products.
In connection with the expansion of its proprietary branded products, the
Company operated eight manufacturing facilities, as of December 1, 1997. In
addition, certain of its proprietary branded products are manufactured by
contract manufacturers. The Company also has a development team that is
responsible for developing new products within existing proprietary branded
product lines and the development of new proprietary branded product lines.
SALES AND SERVICE
The Company's strategy is to offer a broad range of services to help
retailers and manufacturers maximize their sales and profitability. The
Company has implemented this strategy by developing a knowledgeable and
profit-incented sales force and by offering a broad menu of services.
Sales. At September 27, 1997, the Company employed approximately 500 sales
and marketing personnel located throughout its distribution center network.
Sales and marketing personnel typically service retail customers within a 250
mile radius of the distribution centers. They are trained with knowledge of
local market conditions, the Company's products and merchandising skills. A
significant number of sales personnel are certified nurserymen, horticultural
graduates and/or master gardeners. The Company has divided its sales force
into key account managers, who act as consultants to the buyers of large
retailers, and field sales personnel, who are responsible for servicing
specific retail customers in their assigned territory.
Menu of Value-Added Services. The Company offers retailers and manufacturers
a comprehensive menu of value-added services with separate or combination
prices from which each customer may select according to its individual needs.
Each value-added service is generally designed either to increase a retailer's
sales or decrease a retailer's costs. The Company generally offers retailers
deliveries within one business day from the time the Company receives an
order. In addition to the standard delivery services, many of the Company's
customers choose a high percentage of the value-added services listed below.
Program Development. The Company's key account managers recommend and assist
retail buyers in developing national and local product listings, advertising,
promotions and shelf space planning at the beginning of and during the peak
selling season to optimize store sales and profits.
Training of Store Employees. The Company's sales personnel conduct formal
and informal product training sessions with store personnel to help them
provide informed consumer service. The Company believes that the demand for
this service is greater at larger regional and national retail chains due to
their higher employee turnover and employee inexperience with gardening
products.
Weekend Consumer Clinics. Sales personnel also conduct and assist in
preparing and giving in-store weekend consumer education clinics to help
increase retail sales and improve consumer relations.
Designing and Setting Store Displays. The Company's sales personnel assist
in designing and planning store shelves at the beginning of each season. Their
expertise in product knowledge, sales trends, in-season promotions and
consumer demand for specific products allows them to help each store adjust
shelf stock and displays to increase sales in a timely fashion.
Point-of-Purchase. The Company assists the manufacturer and retailer in the
design and installation of point-of-purchase ("POP") material to increase
sales. The POP material is generally matched to manufacturers' advertising and
promotions as well as local lawn, gardening and insect problems.
26
Merchandising of Shelf Stock. The Company's store service personnel
physically restock store shelves with all the Company's merchandise on a
weekly basis. This service can also include price stickering for stores not on
electronic point-of-sale systems.
Electronic Data Interchange ("EDI"). The Company's systems offer EDI
capabilities to retailers which can include paperless invoices, payments and
product history movements to help retailers monitor, plan and order products
at a lower administrative cost.
"Hot Shot" Deliveries. The Company offers rush deliveries to help retailers
satisfy high consumer demand. This service is often critical to keep retailers
from being out-of-stock on a weekend during the peak selling season.
The Company believes that retailers choose these services because the
Company can in many cases provide them more efficiently and effectively than
manufacturers or retailers themselves. The Company's sales force often advises
and assists store management to increase or decrease shelf space of certain
products to match the expected and unexpected seasonal demands. The Company
believes that a typical store needs to change the shelf space dedicated to
lawn and garden products several times during the peak selling season. The
sales force also often highlights specific products appropriate for the local
market.
RETAILERS
The Company focuses on selling lawn and garden products to retailers with
high volume retail stores. The Company's customer base is comprised of a wide
range of retailers, including "do-it-yourself" superstores, mass merchants,
warehouse clubs, high volume local and regional nurseries, regional and
national chains of drug and grocery stores and specialty pet stores. The
following table sets forth selected lawn and garden supply and pet supply
customers of the Company for each major category of retailer.
DO-IT-YOURSELF MASS HIGH-VOLUME DRUG AND SPECIALTY
SUPERSTORES MERCHANTS NURSERIES GROCERY STORES PET STORES
- --------------------- --------- ------------------ ------------------ -----------------
Builders Square Bi-Mart Bachman Nurseries Albertson's Petco
Costco Kmart Calloway's Nursery Bruno's PETsMART
Eagle Hardware & Target Frank's Fred Meyer Pet Supplies Plus
Garden
Home Depot Wal*Mart Navlet's Nurseries Long's Drug Stores
Home Base Pike Nurseries Payless Drugstores
Lowes Sunbelt Nurseries Raley's
Orchard Supply
Hardware
Payless Cashways
As a result of its national presence, the Company has an opportunity to
enter into relationships with national chains, whereby the Company, directly
or through its affiliates, provides services to all or substantially all of
the individual stores in the chain. From the point of view of the national
retailer, such an arrangement offers the benefit of a high level of service,
lower cost of doing business and administrative efficiencies. The Company
believes its customers also benefit from the in-depth local market knowledge
of the Company's sales personnel, in-store stocking, training of store
employees and other value-added merchandising services. Because these
arrangements are not formalized in writing, these retailers may at any time
purchase products from competing distributors.
Most major retailers, including customers of the Company, currently purchase
a portion of their lawn
and garden products and pet supplies directly from certain large manufacturers
rather than through distributors such as the Company. If a number of the
Company's major customers were to substantially shift or increase their
purchases to direct shipments from manufacturers, the sales and earnings of
the Company could be adversely affected. See "Risk Factors--Direct Sales,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "--Competition."
27
The Company's current practice on product returns generally is to accept and
credit the return of unopened cases of products from customers where the
quantity is small, where the product has been misshipped or the product is
defective. The Company has arrangements with its manufacturers and suppliers
to stock balance and/or credit the Company for a certain percentage of
returned or defective products. While in the past the Company's return
practice has not caused any material adverse impact on operations, there can
be no assurance in the future that the Company's operations will not be
adversely impacted due to the return of products.
MANUFACTURERS AND SUPPLIERS
The Company believes that the reason manufacturers and suppliers in the lawn
and garden industry use distributors to ship a large percentage of their
products to retailers is because it is a highly efficient method of
distribution. In an industry with a large, diverse group of retailers combined
with a relatively short and dynamic selling season, the Company believes that
in most instances during the peak selling season each manufacturer or supplier
would need to make weekly deliveries of an uneconomical volume of products to
a large number of retailers in order to satisfy consumer demand. Similarly,
each week retailers would have to place multiple orders and manage separate
deliveries from a large number of manufacturers and suppliers rather than from
a comparatively small number of distributors. The Company can typically
deliver many products with one truck (often on one or more pallets for each
store) as part of its delivery route to a number of stores. On the other hand,
the same order using direct shipments from manufacturers or suppliers would
require multiple deliveries from the various manufacturers and suppliers.
The Company's national presence enables manufacturers and suppliers to
access retail outlets and end users through one primary distributor. In
addition, the Company's menu of value-added services to retailers includes
product promotion and merchandising support that the Company believes many
manufacturers and suppliers could not efficiently perform. While the Company
purchases products from approximately 1,000 different manufacturers and
suppliers, the Company believes that approximately 44% and 32% of the
Company's net sales for fiscal 1996 and fiscal 1997, respectively, were
derived from products purchased from Solaris.
Prior to the acquisition of Ortho by Monsanto, both Ortho (in late 1991) and
Monsanto (in 1993) had initiated direct sale programs. Solaris, a strategic
business unit of Monsanto, expanded these direct sales programs in 1994, which
now constitute a majority of Solaris' sales. The Company believes that these
programs had, during 1994 and fiscal 1995, an adverse effect on the Company's
lawn and garden business. The Company further believes that the adverse impact
of these programs will continue to be mitigated by the Solaris Agreement,
although there can be no assurance in this respect.
THE SOLARIS AGREEMENT
The Company entered into an agreement with Solaris effective October 1, 1995
to become the master agent master distributor for sales of Solaris products
nationwide.
The Company believes that a significant portion of its net sales and
operating income since October 1996 has been attributable to its relationship
with Solaris. Under the Solaris Agreement, Solaris is obligated to reimburse
the Company for costs incurred in connection with services provided by the
Company to Solaris' direct sales accounts. In addition, the Company receives
payments based on the level of sales of Solaris products to these accounts,
and these payments are subject to increase based on the growth of sales of
Solaris products. The Company also shares with Solaris in the economic
benefits of certain cost reductions, to the extent achieved. It is possible
that disagreements could arise between Solaris and the Company as to
measurement of the costs incurred in servicing Solaris' direct sales accounts.
The cost reimbursement arrangement is based on estimates which are subject to
reconciliation at the end of each fiscal year. As a result, the Solaris
Agreement could contribute to variability in the Company's operating results.
The relationship with Solaris embodied in the Solaris Agreement does not
assure that the Company will be profitable overall.
28
Under the Solaris Agreement, Solaris continues to negotiate prices directly
with its direct sales accounts. As a result of the Solaris Agreement a
majority of the Company's sales of Solaris products are derived from servicing
direct sales accounts, whereas in 1994 and fiscal 1995, a majority of the
Company's sales of Solaris products were made by the Company as a traditional
distributor. The Company acts as the master agent on direct sales of Solaris
products to certain major retailers and the master distributor in connection
with sales of Solaris products to other distributors and retailers. The
Solaris Agreement contains provisions which, without the consent of Solaris,
could limit the Company's ability to distribute certain lawn and garden
products manufactured by suppliers other than Solaris. These provisions could
result in lower sales of non-Solaris products, which could have an adverse
effect on the Company's business. The Solaris Agreement does not expire until
September 30, 1999. However, Solaris has the right to terminate the agreement
prior to its expiration in the event of a material breach of the agreement by
the Company, including the Company's failure to satisfy certain performance
criteria, or under certain other circumstances, including a sale of Solaris.
Any such early termination would have a material adverse effect on the
Company.
MANAGEMENT INFORMATION SYSTEMS
During their weekly visits to the retail stores, sales personnel transmit
orders to the appropriate distribution centers in any one of three methods:
remote order entry units (hand held, electronic devices), telephone or
facsimile. Generally, sales personnel transmit orders several times each day.
Certain retailers can also order products directly through the Company's EDI
system or by purchasing items directly at each distribution center. After
customer orders are received and processed, shipping tickets are printed and
credit approved prior to the orders being sent to the warehouse manager. The
Company's warehouse employees then fill orders by manual selection and
packaging. The Company believes that due to the unusual shapes and sizes of
its products (e.g., hand held tools, wheelbarrows and bags of fertilizer)
current automatic order selection systems are not as efficient and cost
effective as the Company's current manual systems.
The Company's management information systems collect data needed for
receivables and inventory management, customer, product and facility
profitability analysis, as well as permit electronic data interface with
customers and suppliers. The Company is presently electronically connected
with several major customers with a variety of applications that range from
purchase order receipt to paperless invoicing. The Company has also purchased
and is now using a new shelf space planning system that optimizes retail shelf
space utilization and profitability. The Company receives more than a majority
of its daily order volume from field sales representatives utilizing hand-held
order entry computers. The Company's systems enable it to provide delivery
within one business day.
Although the Company integrates the financial reporting systems of
businesses it acquires, the Company generally allows such businesses to retain
their existing operating systems. There can be no assurance that these
operating systems will adequately support the operations of the Company as a
whole or that the acquired businesses can be integrated with the Company's
financial reporting systems in a timely and cost effective manner. In
addition, there can be no assurance that the Company's current management
information systems or any planned upgrades will be sufficient or effective
and that further investments in management information systems will not be
necessary.
DISTRIBUTION
In order to develop the most effective possible national distribution
network, the Company relies not only on its 41 Company-operated, distribution
centers (see "--Properties"), but also on its affiliation arrangement with two
leading regional distributors of lawn and garden products and, in the case of
Solaris products, on agreements with a group of independent distributors for
specific geographic areas.
29
The Company generally will make deliveries from its distribution centers
within one to two days after receipt of the order and, if the customer
requests, will generally make "hot shot" deliveries within four hours after
receipt of the order. The Company organizes its truck and delivery routes to
optimize each truck's merchandise load and number of deliveries. The Company
uses trucks to deliver a substantial percentage of the Company's products and
common carriers for a small percentage of deliveries. Common carriers are
typically used for deliveries beyond a 200 mile radius from the distribution
center.
The Company's affiliation arrangements are intended to permit the Company to
more effectively solicit national accounts and to assure that such accounts
can be effectively serviced on a national basis without requiring the Company
to incur the capital costs of opening new distribution centers or undertaking
an acquisition. The Company presently has affiliation agreements with Commerce
LLC, a distributor serving the Northeast in which the Company has a one-third
equity interest, and U.S. Garden Sales, a distributor serving Ohio and
Michigan.
Under the affiliation arrangements, Company personnel negotiate transactions
with national retail chains and the affiliated distributors provide such
retail chains with products and related services in the geographic regions in
which they operate. The Company receives fees from the affiliated distributors
to compensate it for its costs, and sales of these affiliated distributors are
not reflected in the Company's statements. The Company earned no profits in
fiscal 1997 from these arrangements as the Company set its fees in connection
with such arrangements at a level which was designed to cover only the
Company's administrative costs.
The Company has negotiated agreements with a group of 30 independent
distributors for the distribution of Solaris products. These agreements
provide coverage of geographic areas where the Company does not have
facilities or where established relationships with specific retailers make
such arrangements desirable.
On February 12, 1997, the Company entered into an agreement relating to
joint development, marketing and distribution with HR Vet. The agreement
provides HR Vet with exclusive United States and Canada sales and marketing
rights for the Vet-Kem line of methoprene-based flea and tick products sold
directly and exclusively through veterinarians, and acquired by the Company in
the Sandoz Flea and Tick Acquisition. In addition, the Company received
consumer marketing rights to certain HR Vet products.
PROPERTIES
As of December 1, 1997, the Company operated 41 distribution centers and
eight manufacturing facilities totaling approximately 3,374,000 square feet.
The Company owns two distribution centers located in San Antonio, Texas and
Lubbock, Texas and leases the remaining distribution centers. Most
distribution centers consist of office and warehouse space, several large bays
for loading and unloading and a store for walk-in commercial accounts. Each
distribution center provides warehouse, distribution, sales and support
functions for its geographic area under the supervision of a regional manager.
Twenty-seven distribution centers service lawn and garden products, with seven
of these also servicing pet supplies. Fourteen distribution centers
exclusively service pet supplies. The Company's executive offices are located
in Lafayette, California.
The Company periodically evaluates the location and efficiency of its
facilities to maximize customer satisfaction and to increase economies of
scale. Accordingly, the Company may close or relocate a distribution center
from time to time. The Company's leases generally expire between 1998 and
2005. Substantially all of the leases contain renewal provisions with
automatic rent escalation clauses. In addition
to the facilities that are owned, the Company's fixed assets are comprised
primarily of trucks, warehousing and transportation equipment. As of September
27, 1997, the Company operated a fleet of approximately 265 trucks, of which
most were leased. During the Company's peak season it rents additional trucks.
30
The table below lists the Company's distribution and manufacturing
facilities as of December 1, 1997 and the map on the inside cover page of this
Prospectus illustrates their locations.
WESTERN REGION EASTERN REGION NORTHWEST REGION
Bellflower, CA China Grove, NC Algona, WA
Compton, CA Damascus, OH* Boise, ID
Fullerton, CA* Hauppauge, NY(2)* Denver, CO
Orange, CA Mahwah, NJ(2) Longmont, CO*
Phoenix, AZ Providence, RI Medford, OR
Sacramento, CA(2)
Portland, OR
San Diego, CA SOUTHWEST REGION Salt Lake City, UT
San Leandro, CA*
Santa Fe Springs, CA Albuquerque, NM MIDWEST REGION
Dallas, TX(2)
Stockton, CA*
Van Nuys, CA Dallas, TX* Bloomington, IL
Visalia, CA Hammond, LA Kansas City, MO
Houston, TX(3) St. Louis, MO
MEXICO Little Rock, AR Minneapolis, MN
Lubbock, TX
Celaya McAlester, OK SOUTHEAST REGION
San Antonio, TX
Atlanta, GA
Greensboro, NC
Miami, FL
Orlando, FL
Tampa, FL
* manufacturing facility
COMPETITION
The lawn and garden products and pet supply distribution industries are
highly competitive. Traditionally, these industries have been characterized by
intense competition from large numbers of smaller local and regional
distributors--with competition based on price, service and personal
relationships. In recent years, the Company has moved aggressively to insulate
itself from this type of competition through the development of a nationwide
presence, forging relationships with manufacturers, suppliers and major
retailers and adding new value-added services. See "Business Strategy" and
"Risk Factors--Low Margins; Competition."
In addition to competition from other distributors, the Company also faces
existing and potentially increased competition from manufacturers and
suppliers which distribute some percentage of their products directly to
retailers, bypassing distributors, or through a dual distribution system in
which the manufacturer or supplier competes with distributors for sales to
certain accounts. See "Risk Factors--Low Margins; Competition" and "--Direct
Sales." Such competition is typically based on service and price. Although the
Company competes against direct sales by manufacturers and suppliers, it is
often able to participate in such direct sales by entering into agreements
with the manufacturers and suppliers pursuant to which it provides the
manufacturers and suppliers with order processing, warehousing, shipping and
certain in-store services in connection with such direct sales in return for a
fee from the manufacturers and suppliers.
EMPLOYEES
As of September 27, 1997, the Company had approximately 2,700 employees of
which approximately 2,300 were full-time employees and 400 were temporary
employees. The Company hires substantial
31
numbers of temporary employees for the peak shipping season of February
through June in order to meet the increased demand experienced during the
spring and summer months, including merchandising in stores. All of the
Company's temporary employees are paid on an hourly basis. The Company
considers its relationship with its employees to be good.
ENVIRONMENTAL CONSIDERATIONS
The Company's subsidiary, Grant Laboratories, Inc., which manufactures ant
control products, and many of the products distributed by the Company are
subject to regulation by federal, state and local authorities. In addition, in
connection with Sandoz Flea and Tick Acquisition, the Company acquired a
production facility in Texas which manufactures, among other things, products
based upon the active ingredient methoprene, and is subject to regulation by
federal, state and local authorities. Such regulations are often complex and
are subject to change. Environmental regulations may affect the Company by
restricting the manufacturing or use of its products or regulating their
disposal. Regulatory or legislative changes may cause future increases in the
Company's operating costs or otherwise affect operations. Although the Company
believes it is and has been in substantial compliance with such regulations,
that it is adequately indemnified with respect to the environmental
liabilities of the operations of the Texas facility acquired pursuant to the
Sandoz Flea and Tick Acquisition and has strict internal guidelines on the
handling and disposal of its products, there is no assurance in the future
that the Company may not be adversely affected by such regulations or incur
increased operating costs in complying with such regulations. However, neither
the compliance with regulatory requirements nor the Company's environmental
procedures can ensure that the Company will not be subject to claims for
personal injury, property damages or governmental enforcement.
LITIGATION
The Company is not a party to any material litigation.
32
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The executive officers and directors of the Company and their ages as of the
date of this Prospectus are as follows:
NAME AGE POSITION
---- --- --------
William E. Brown........ 56 Chairman of the Board and Chief Executive Officer
Glenn W. Novotny........ 50 President, Chief Operating Officer and Director
Neill J. Hines.......... 57 Executive Vice President
Robert B. Jones......... 65 Vice President, Chief Financial Officer and Secretary
Lee D. Hines, Jr.(1).... 51 Director
Daniel P. Hogan,
Jr.(1)................. 69 Director
- --------
(1) Member of the Audit and Compensation Committee.
Mr. Brown has been Chairman and Chief Executive Officer of the Company since
1980. Additionally, since 1978 he has served as the Chief Executive Officer of
Grant Laboratories, Inc., a manufacturer of garden-related insecticides. From
1977 to 1980, Mr. Brown was Senior Vice President of the Vivitar Corporation
with responsibility for Finance, Operations, and Research & Development. From
1972 to 1977, he was with McKesson Corporation where he was responsible for
its 200-site data processing organization. Prior to joining McKesson
Corporation, Mr. Brown spent the first 10 years of his business career at
McCormick, Inc. in manufacturing, engineering and data processing.
Mr. Novotny has been President of the Company since June 1990 and was
President of Weyerhaeuser Garden Supply Company ("WGS") since 1988. Prior
thereto, he was with Weyerhaeuser Corporation for 20 years with a wide range
of managerial experience including manufacturing, accounting, strategic
planning, sales, general management and business turnarounds. From 1985 to
1988, Mr. Novotny was Region General Manager, Building Materials Distribution.
From 1982 to 1985, he was Regional General Manager, Southern Mill Direct
Sales. From 1979 to 1982, Mr. Novotny managed the strategic planning and
analysis department of Weyerhaeuser's Solid Wood Business.
Mr. Hines joined the Company in June 1990 as Executive Vice President and
was Vice President-Finance since 1989 with WGS. Prior thereto, he was with
Weyerhaeuser Corporation for 25 years in a broad variety of positions
including Eastern Region Manager of Finance and Planning, Forest Products;
North Carolina Business and Financial Manager; Plywood Plant Manager; Manager
Finishing, Shipping & Customer Service; Paper Mills; and various
controllership positions.
Mr. Jones joined the Company in July 1991 as Corporate Controller. He was
appointed to his present position in June 1993. From May 1990 to July 1991,
Mr. Jones was Executive Vice President of International Tropic-Cal, Inc. From
February 1988 to April 1990, Mr. Jones was Vice President and Chief Financial
Officer of Compu-Rite Corporation, a manufacturer of computer ribbons. Prior
to joining Compu-Rite, Mr. Jones was Vice President and Chief Financial
Officer of Vivitar Corporation from 1982 to 1988.
Mr. Hines, Jr. is a self-employed business consultant. Mr. Hines joined the
Company in April 1991 as Executive Vice President and Chief Financial Officer,
a position he retained until June 1993. He became a Director in 1991. From May
1990 to April 1991, Mr. Hines was President and Chief Executive Officer of
International Tropic-Cal, Inc., a designer and marketer of sunglasses and hair
accessories. From September 1988 to May 1990, Mr. Hines was Vice President and
Chief Financial Officer of Avalon Marketing, Inc. From 1983 to September 1988,
he was Chief Financial Officer of Applause Inc. and Vice President of Finance
of Applause from 1982 to 1983. Prior to joining Applause, Mr. Hines served as
the Chief Financial Officer of Vivitar from 1980 to 1982.
33
Mr. Hogan has served as a Director since October 1993. Mr. Hogan is a self-
employed business consultant. Prior to his retirement in 1986, Mr. Hogan was a
Vice President of Chevron Chemical Company and General Manager of its Ortho
Consumer Products Division.
The Company's board of directors has an Audit and Compensation Committee.
The Audit and Compensation Committee recommends the annual engagement of the
Company's auditors with whom the Committee will review the scope of audit and
non-audit assignments, related fees, the accounting principles used by the
Company in financial reporting, internal financial auditing procedures and the
adequacy of the Company's internal control procedures. The Audit and
Compensation Committee also determines officers' salaries and bonuses, and
administers the Company's 1993 Omnibus Equity Incentive Plan. Further, the
majority of the independent and disinterested directors must approve any
material agreements or arrangements between the Company and directors,
officers, existing principal stockholders and their affiliates. Lee D. Hines,
Jr. and Daniel P. Hogan, Jr. currently serve as members of the Audit and
Compensation committee. The Company's directors are elected at the annual
stockholders' meeting and serve until their respective successors are elected
or until death, resignation or removal. Officers are appointed by, and serve
at the discretion of, the board of directors. There are no family
relationships among any directors or executive officers of the Company.
LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS
The Company's Certificate of Incorporation provides that its directors will
not be liable to the Company or its stockholders for monetary damages for
breaches of fiduciary duty, to the fullest extent permitted by law. This
provision is intended to allow the Company's directors the benefit of the
Delaware General Corporation law which provides that directors of Delaware
corporations may be relieved of monetary liability for breaches of their
fiduciary duty of care except under certain circumstances, including breach of
the duty of loyalty, acts or omissions not in good faith or involving
intentional misconduct or known violation of law or any transaction from which
the director derived an improper personal benefit.
The Company has entered into separate indemnification agreements with each
of the directors and executive officers, whereby the Company agrees, among
other things, to indemnify them against certain liabilities that may arise by
reason of their status or service as directors or officers, to advance their
expenses incurred as a result of any proceeding against them as to which they
could be indemnified, and to obtain directors' and officers' insurance if
available at reasonable terms. There is no pending litigation or proceeding
involving a director, officer, employee or other agent of the Company as to
which indemnification is being sought, nor is the Company aware of any pending
or threatened litigation, that may result in claims for indemnification by any
director, officer, employee or other agent.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors has an Audit and Compensation Committee, consisting
of two independent and disinterested directors which makes decisions regarding
executive compensation. Lee D. Hines, Jr., a member of the Board of Directors
and the Audit and Compensation Committee, performed certain consulting
services for the Company during fiscal 1997 for which he received compensation
of $65,000.
BOARD COMPENSATION
Directors who are not employees of the Company are paid directors fees
consisting of $12,000 per year and $1,000 for each Board of Directors meeting
attended. Directors who attend meetings of the Audit and Compensation
Committee receive an additional $1,000 for each meeting not held on the same
day as a Board of Directors meeting. In addition, Lee D. Hines, Jr. performed
certain consulting services for the
34
Company during fiscal 1997 for which he received compensation of $65,000. In
February 1996, the Board of Directors adopted a Nonemployee Director Stock
Option Plan. This plan provides for the grant of options to outside directors.
There are 100,000 shares of Common Stock reserved for issuance upon exercise
of options pursuant to this plan. As of September 27, 1997, options to
purchase 11,380 shares of Common Stock at an average exercise price of $10.11
had been granted to each of the two outside directors.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information with respect to
beneficial ownership of the Company's Class B Stock and Common Stock as of
September 27, 1997 and, as adjusted to reflect the sale of the shares of
Common Stock offered hereby, (i) by each person (or group of affiliated
persons) who is known by the Company to own beneficially more than five
percent of the Company's outstanding Stock, (ii) by each of the Company's
directors and executive officers and (iii) by all directors and executive
officers as a group. Except as indicated in the footnotes to this table, the
persons named in the table have sole voting and investment power with respect
to all shares of Stock shown as beneficially owned by them, subject to
community property laws where applicable.
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OFFERING OWNED AFTER OFFERING PERCENTAGE
----------------------------------- ----------------------------------- OF TOTAL
NUMBER NUMBER OF NUMBER NUMBER OF VOTING
OF CLASS B COMMON OF CLASS B COMMON POWER AFTER
BENEFICIAL OWNERS SHARES SHARES PERCENT(1) SHARES SHARES PERCENT(1) OFFERING(2)
----------------- ---------- --------- ---------- ---------- --------- ---------- -----------
William E. Brown(3)...... 1,606,359 -- 7.7% 1,606,359 -- 5.8% 37.6%
Putnam Investments,
Inc.(4)................. -- 2,591,288(5) 12.5 -- 2,591,288(5) 9.3 6.1
Warburg, Pincus
Counsellors, Inc.(6).... -- 1,924,800(5) 9.3 -- 1,924,800(5) 6.9 4.5
The Kaufmann Fund,
Inc.(7)................. -- 1,600,000(5) 7.7 -- 1,600,000(5) 5.8 3.7
Strong Capital
Management, Inc.(8)..... -- 1,357,725(5) 6.5 -- 1,357,725(5) 4.9 3.2
AIM Management Group
Inc.(9)................. -- 1,052,600(5) 5.1 -- 1,052,600(5) 3.8 2.5
Glenn W. Novotny......... -- 94,800(10) * -- 94,800(10) * *
Neill J. Hines........... 45,548 37,608(11) * 45,548 37,608(11) * 1.2
Robert B. Jones.......... -- 2,008 * -- 2,008 * *
Lee D. Hines, Jr......... -- 51,000 * -- 51,000 * *
Daniel P. Hogan, Jr...... -- 6,000 * -- 6,000 * *
All directors and
executive
officers as a group (6
persons)................ 1,651,907 191,416(12) 8.9% 1,651,907 191,416(12) 6.6% 39.1%
- ---------------------
(*) Less than 1%
(1) Represents the number of shares of Class B Stock and Common Stock
beneficially owned by each stockholder as a percentage of the total
number of shares of Class B Stock and Common Stock outstanding.
(2) The percentage of total voting power after Offering represents the
percentage of the voting power each stockholder will have after the
Offering, assuming such stockholder does not convert his Class B Stock
into Common Stock, and giving effect to the disparate voting rights
between the Class B Stock and the Common Stock.
(3) The address of Mr. Brown is 3697 Mt. Diablo Boulevard, Lafayette,
California 94549. Mr. Brown may be deemed to be a "control person" of the
Company within the meaning of the rules and regulations of the Securities
and Exchange Act of 1934, as amended, by virtue of his stock ownership
and positions with the Company.
(4) The address of Putnam Investments, Inc. is One Post Office Square, 12th
Floor, Boston, Massachusetts 02109.
(5) Based on a Schedule 13F filed reflecting beneficial ownership as of
September 30, 1997.
(6) The address of Warburg, Pincus Counsellors, Inc. is 466 Lexington Avenue,
New York, New York 10017.
(7) The address of The Kaufmann Fund, Inc. is 140 East 45th Street, 43rd
Floor, New York, New York 10017.
(8) The address of Strong Capital Management, Inc. is 100 Heritage Reserve,
Menomonee Falls, Wisconsin 53051.
(9) The address of AIM Management Group Inc. is 11 Greenway Plaza, Suite
1919, Houston, Texas 77046.
(10) Includes 9,487 shares issuable upon exercise of outstanding options
exercisable within 60 days of September 27, 1997.
(11) Includes 5,128 shares issuable upon exercise of outstanding options
exercisable within 60 days of September 27, 1997.
(12) Includes 14,615 shares issuable upon exercise of outstanding options
exercisable within 60 days of September 27, 1997.
35
DESCRIPTION OF CAPITAL STOCK
As of the date of this Prospectus, the authorized capital stock of the
Company consists of 40,000,000 shares of Common Stock ("Common Stock"),
3,000,000 shares of Class B Stock ("Class B Stock") and 1,000 shares of
Preferred Stock ("Preferred Stock").
COMMON STOCK AND CLASS B STOCK
Voting, Dividend and Other Rights. The voting powers, preferences and
relative rights of the Common Stock and the Class B Stock are identical in all
respects, except that (i) the holders of Common Stock are entitled to one vote
per share and the holders of Class B Stock are entitled to the lesser of ten
votes per share or 49% of the total votes cast, (ii) stock dividends on Common
Stock may be paid only in shares of Common Stock and stock dividends on Class
B Stock may be paid only in shares of Class B Stock and (iii) shares of Class
B Stock have certain conversion rights and are subject to certain restrictions
on ownership and transfer described below under "Conversion Rights and
Restrictions on Transfer of Class B Stock." Except as described above,
issuances of additional shares of Class B Stock and modifications of the terms
of the Class B Stock require the approval of a majority of the holders of the
Common Stock and Class B Stock, voting as separate classes. The Certificate of
Incorporation cannot be modified, revised or amended without the affirmative
vote of the majority of outstanding shares of Common Stock and Class B Stock,
voting separately as a class. Except as described above or as required by law,
holders of Common Stock and Class B Stock vote together on all matters
presented to the stockholders for their vote or approval, including the
election of directors. The stockholders are not entitled to vote cumulatively
for the election of directors.
After the sale of the Common Stock offered hereby, the outstanding shares of
Common Stock will equal 94.0% of the total shares outstanding (and, together
with the 100 shares of Series A Preferred Stock owned by Monsanto Company,
have approximately 61% of the combined voting power of the outstanding
shares), and the holders of Class B Stock have approximately 39% of the
combined voting power of the outstanding shares. The holders of the Class B
Stock are, therefore, likely to be able to elect the entire Board of Directors
of the Company and to determine the outcome of any matter submitted to the
stockholders for approval including the power to determine the outcome of all
corporate transactions.
Each share of Common Stock and Class B Stock is entitled to receive
dividends if, as and when declared by the Board of Directors of the Company
out of funds legally available therefor. The Common Stock and Class B Stock
share equally, on a share-for-share basis, in any cash dividends declared by
the Board of Directors.
Stockholders of the Company have no preemptive or other rights to subscribe
for additional shares. Subject to any rights of holders of any Preferred
Stock, all holders of Common Stock and Class B Stock, regardless of class, are
entitled to share equally on a share-for-share basis in any assets available
for distribution to stockholders on liquidation, dissolution or winding up of
the Company. No Common Stock or Class B Stock is subject to redemption or a
sinking fund. All shares of Common Stock offered hereby will be, when so
issued or sold, validly issued, fully paid and nonassessable.
Conversion Rights and Restrictions on Transfer of Class B Stock. The Common
Stock has no conversion rights. However, at the option of the holder, each
share of Class B Stock is convertible at any time and from time to time into
one share of Common Stock. If at any time the holders of a majority of
outstanding shares of Class B Stock vote to convert the outstanding shares of
Class B Stock to Common Stock, then all outstanding shares of Class B Stock
shall be deemed automatically converted into shares of Common Stock.
The Company's Certificate of Incorporation provides that any holder of
shares of Class B Stock desiring to transfer such shares to a person other
than a Permitted Transferee (as defined below) must
36
present such shares to the Company for conversion into an equal number of
shares of Common Stock upon such transfer. Thereafter, such shares of Common
Stock may be freely transferred to persons other than Permitted Transferees,
subject to applicable securities laws.
Shares of Class B Common Stock may not be transferred except generally to
family members, certain trusts, heirs and devisees (collectively, "Permitted
Transferees"). Upon any sale or transfer of ownership or voting rights to a
transferee other than a Permitted Transferee or to the extent an entity no
longer remains a Permitted Transferee, such shares of Class B Stock will
automatically convert into an equal number of shares of Common Stock.
Accordingly, no trading market is expected to develop in the Class B Stock and
the Class B Stock will not be listed or traded on any exchange or in any
market.
Effects of Disproportionate Voting Rights. The disproportionate voting
rights of the Common Stock and Class B Stock could have an adverse effect on
the market price of the Common Stock. Such disproportionate voting rights may
make the Company a less attractive target for a takeover than it otherwise
might be, or render more difficult or discourage a merger proposal, a tender
offer or a proxy contest, even if such actions were favored by stockholders of
the Company other than the holders of the Class B Stock. Accordingly, such
disproportionate voting rights may deprive holders of Common Stock of an
opportunity to sell their shares at a premium over prevailing market prices,
since takeover bids frequently involve purchases of stock directly from
stockholders at such a premium price.
PREFERRED STOCK
The Board of Directors has the authority to cause the Company to issue up to
1,000 shares of Preferred Stock in one or more series and to fix the rights,
preferences, privileges and restrictions thereof, including dividend rights,
conversion rights, voting rights, terms of redemption, liquidation preferences
and the number of shares constituting any series or the designation of such
series, without any further vote or action by the stockholders. The issuance
of Preferred Stock may have the effect of delaying, deferring or preventing a
change in control of the Company without further action by the stockholders.
The issuance of Preferred Stock with voting and conversion rights may
adversely affect the voting power of the holders of the Common Stock.
In July 1995, the Company issued 100 shares of Series A Preferred Stock to
Monsanto Company, of which Solaris is a strategic business unit. The Series A
Preferred Stock is entitled to receive a cumulative 5% annual cash dividend
which must be paid prior to the declaration or payment of any dividends on the
Common Stock. Each share of Series A Preferred Stock is entitled to a
liquidation preference of $9,000 per share, is convertible into 1,000 shares
of Common Stock, votes together with the Common Stock and has a number of
votes equal to the number of shares of Common Stock into which it is
convertible.
The Company has no present plans to issue any additional shares of Preferred
Stock.
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law. This statute generally prohibits, under certain
circumstances, a Delaware corporation whose stock is publicly traded, from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless (i) a corporation has elected in its
certificate of incorporation or bylaws not to be governed by this Delaware law
(the Company has not made such an election); (ii) prior to the time the
stockholder became an interested stockholder, the board of directors approved
either the business combination or the transaction which resulted in the
person becoming an interested stockholder, (iii) the stockholder owned at
least 85% of the outstanding voting stock of the corporation (excluding shares
held by directors who were also officers or held in certain employee stock
plans) upon consummation of the transaction which resulted in the stockholder
becoming an interested stockholder or (iv) the business combination was
37
approved by the board of directors and by two-thirds of the outstanding voting
stock of the corporation (excluding shares held by the interested
stockholder). An "interested stockholder" is a person who, together with
affiliates and associates, owns (or any time within the prior three years did
own) 15% or more of the corporation's outstanding voting stock. The term
"business combination" is defined generally to include mergers,
consolidations, stock sales, asset-based transactions, and other transactions
resulting in a financial benefit to the interested stockholder.
TRANSFER AGENT AND REGISTRAR
ChaseMellon Shareholder Services L.L.C. serves as the transfer agent and
registrar for the Company's Common Stock.
38
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement, the
Underwriters named below (the "Underwriters") have severally agreed to
purchase from the Company the following respective numbers of shares of Common
Stock at the public offering price less the underwriting discounts and
commissions set forth on the cover page of this Prospectus:
NUMBER
UNDERWRITER OF SHARES
- ----------- ---------
BT Alex. Brown Incorporated........................................... 2,100,000
Hambrecht & Quist LLC................................................. 2,100,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated.................... 2,100,000
Wasserstein Perella Securities, Inc................................... 700,000
---------
Total................................................................. 7,000,000
=========
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will
purchase all shares of the Common Stock offered hereby if any of such shares
are purchased.
The Company has been advised by the Underwriters that the Underwriters
propose to offer the shares of Common Stock to the public at the public
offering price set forth on the cover page of this Prospectus and to certain
dealers at such price less a concession not in excess of $0.68 per share. The
Underwriters may allow, and such dealers may reallow, a concession not in
excess of $0.10 per share to certain other dealers. After the public offering,
the offering price and other selling terms may be changed by the Underwriters.
The Company has granted to the Underwriters an option, exercisable not later
than 30 days from the date of this Prospectus, to purchase up to 1,050,000
additional shares of Common Stock at the public offering price less the
underwriting discounts and commissions set forth on the cover page of this
Prospectus. To the extent that the Underwriters exercise such option, each of
the Underwriters will have a firm commitment to purchase approximately the
same percentage thereof that the number of shares of Common Stock to be
purchased by it shown in the table bears to 7,000,000, and the Company will be
obligated, pursuant to such options, to sell such shares to the Underwriters.
The Underwriters may exercise such option only to cover over-allotments made
in connection with the sale of Common Stock offered hereby. If purchased, the
Underwriters will offer such additional shares of Common Stock on the same
terms as those on which the 7,000,000 shares are being offered.
The Underwriting Agreement provides that the Company will indemnify the
Underwriters against certain liabilities, including civil liabilities under
the Securities Act.
The Underwriters have advised the Company that, pursuant to Regulation M
under the Securities Act, certain persons participating in the Offering may
engage in transactions, including stabilizing bids, syndicate covering
transactions or the imposition of penalty bids, which may have the effect of
stabilizing or maintaining the market price of the Common Stock at a level
above that which might otherwise prevail in the open market. A "stabilizing
bid" is a bid for or the purchase of the Common Stock on behalf of the
Underwriters for the purpose of fixing or maintaining the price of the Common
Stock. A "syndicate covering transaction" is the bid for or the purchase of
the Common Stock on behalf of the Underwriters to reduce a short position
incurred by the Underwriters in connection with the Offering. A "penalty bid"
is an arrangement permitting the Underwriters to reclaim the selling
concession otherwise accruing to an Underwriter or syndicate member in
connection with the Offering if the Common Stock originally sold by such
Underwriter or syndicate member is purchased by the Underwriters in a
syndicate covering transaction and has therefore not been effectively placed
by such Underwriter or syndicate member. The Underwriters have advised the
Company that such transactions may be effected on the Nasdaq National Market
or otherwise and, if commenced, may be discontinued at any time.
39
As permitted by Rule 103 under the Exchange Act, Underwriters or prospective
Underwriters that are market makers ("passive market makers") in the Common
Stock may make bids for or purchases of Common Stock on the Nasdaq National
Market until such time, if any, when a stabilizing bid for such securities has
been made. Rule 103 generally provides that: (i) a passive market maker's net
daily purchases of the Common Stock may not exceed 30% of its average daily
trading volume in such securities for the two full consecutive calendar months
(or any 60 consecutive days ending within the 10 days) immediately preceding
the filing date of the registration statement of which this Prospectus forms a
part; (ii) a passive market maker may not effect transactions or display bids
for the Common Stock at a price that exceeds the highest independent bid for
the Common Stock by persons who are not passive market makers; and (iii) bids
made by passive market makers must be identified as such.
Wasserstein Perella Securities, Inc., one of the Underwriters, has, from
time to time, provided financial advisory services to the Company in
connection with acquisitions, for which the firm received customary fees.
The Company and each of the directors and executive officers of the Company
have agreed not to offer to sell, sell, contract to sell or otherwise dispose
of any shares of Common Stock of the Company or securities convertible or
exchangeable for any shares of Common Stock of the Company for a period of 90
days after the date of this Prospectus without the prior written consent of BT
Alex. Brown Incorporated. See "Shares Eligible for Future Sale."
SHARES ELIGIBLE FOR FUTURE SALE
GENERAL
Sales of substantial amounts of Common Stock in the public market could have
an adverse impact on the market price of the Common Stock. After the closing
of the Offering, the Company will have 26,117,325 shares of Common Stock and
1,663,167 shares of Class B Stock outstanding. Of these shares, 25,951,784,
including the 7,000,000 shares offered hereby, and 11,260 shares of Common
Stock issuable upon conversion of the Class B Stock, will be freely tradeable
without restriction under the Securities Act, except for any shares purchased
by affiliates of the Company, which will be subject to certain resale
limitations of Rule 144 promulgated under the Securities Act. The remaining
176,801 shares of Common Stock and 1,651,907 shares of Class B Stock, which
are held by the Company's directors and executive officers, are subject to
lock-up agreements with the Underwriters. The directors and executive officers
of the Company who hold such shares of Common Stock have agreed not to sell or
otherwise dispose of any shares for 90 days after the date of this Prospectus
without the prior written consent of BT Alex. Brown Incorporated. After the
expiration of the 90 day lock-up period, these shares may be sold in
accordance with Rule 144. In addition, 193,104 shares and 449,944 shares of
Common Stock issued in connection with prior acquisitions, which are freely
tradeable under the Securities Act, are subject to acquisition related lockup
agreements until April 1998 and January 1999, respectively.
In general, under Rule 144 as currently in effect, a stockholder (or
stockholders whose shares are aggregated) who has beneficially owned for at
least one year shares of Class B Stock or Common Stock that are treated as
"restricted securities," including persons who may be deemed affiliates of the
Company, would be entitled to sell, within any three-month period, a number of
shares of Common Stock that does not exceed the greater of 1% of the then
outstanding shares of Common Stock (approximately 261,173 shares immediately
after the Offering) or the average weekly trading volume in the Common Stock
during the four calendar weeks preceding the date on which notice of such sale
is given, provided certain manner of sale and notice requirements and
requirements as to the availability of current public information about the
Company are satisfied. Under Rule 144(k), a stockholder who is deemed not to
have been an affiliate of the Company at any time during the 90 days preceding
a sale by such stockholder, and who has beneficially owned for at least two
years shares of Common Stock that are treated as "restricted securities,"
would be entitled to sell such shares without regard to the foregoing
restrictions and requirements.
40
The Company has registered under the Securities Act, 2,000,000 shares of
Common Stock reserved for issuance under the 1993 Equity Incentive Stock Plan,
1,500,000 shares of Common Stock on Form S-4 for use in potential
acquisitions, 100,000 shares of Common Stock reserved for issuance under the
Nonemployee Director Stock Option Plan and 400,000 shares of Common Stock
under the Employee Stock Purchase Plan. In November 1997, the Company's Board
of Directors voted to increase the number of shares reserved for issuance
under the 1993 Omnibus Equity Incentive Plan, subject to stockholder approval,
by 2,000,000 shares. The Company intends to file a registration statement
covering these additional shares.
The Company can make no predictions as to the effect, if any, that sales of
shares of Common Stock or the availability of Common Stock for sale will have
on the market price prevailing from time to time. Nevertheless, sales of
substantial amounts of the Common Stock in the public market could adversely
affect the market price of the Common Stock and could impair the Company's
future ability to raise capital through an offering of its equity securities.
REGISTRATION RIGHTS
The Company has granted certain rights with respect to the registration of
its shares under the Securities Act to Monsanto and to former stockholders of
a corporation acquired by the Company in 1993. In the event that the Company
proposes to register any of its Common Stock under the Securities Act, either
for its own account or the account of other security holders, Monsanto and
such former stockholders will be entitled to notice of such registration and
will be entitled to include their Common Stock in such registration, subject
to certain marketing and other limitations. As of September 30, 1995, the
Company had a Registration Statement in effect covering 204,420 shares of
Common Stock for resale by the former stockholders of the corporation acquired
by the Company. In addition, Monsanto has the right, subject to certain
limitations, to require the Company, on not more than one occasion, to file a
registration statement under the Securities Act in order to register not less
than 70,000 shares of Common Stock. Any such demand registration shall be at
the expense of Monsanto unless it is effected pursuant to Form S-3. The
Company may in certain circumstances defer such registrations.
LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Orrick, Herrington & Sutcliffe LLP, San
Francisco, California. Certain matters will be passed upon for the
Underwriters by Brobeck, Phleger & Harrison LLP, Palo Alto, California.
EXPERTS
The consolidated financial statements and the related financial statement
schedule of the Company as of September 27, 1997 and September 28, 1996 and
for each of the two fiscal years in the period ended September 27, 1997 and
for the nine-month period ended September 30, 1995 included, and incorporated
by reference, in this Prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports appearing herein and
incorporated by reference herein, and have been so included, or incorporated,
in reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing.
41
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement under the Securities Act on Form S-3
(together with all amendments and exhibits thereto) with respect to the Common
Stock offered hereby. This Prospectus does not contain all of the information
set forth in the Registration Statement and the exhibits and schedules
thereto, certain parts of which have been omitted in accordance with the rules
and regulations of the Commission. For further information with respect to the
Company and the Common Stock offered hereby, reference is made to the
Registration Statement and the exhibits and schedules thereto. Statements
contained in this Prospectus regarding the contents of any contract or other
document are not necessarily complete and in each instance reference is hereby
made to the copy of such contract or document filed as an exhibit to the
Registration Statement. Copies of the Registration Statement and the exhibits
and schedules thereto may be inspected, without charge, at the principal
office of the Commission located at 450 Fifth Street, N.W., Washington, D.C.
20549, the New York Regional Office located at 7 World Trade Center, Suite
1300, New York, New York 10048, and the Chicago Regional Office located at 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, or obtained
upon payment of prescribed rates from the Public Reference Section of the
Commission at its principal office.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Exchange Act,
and in accordance therewith files reports and other information with the
Commission. Reports, proxy statements and other information filed by the
Company can be inspected and copied (at prescribed rates) at the offices of
the Commission set forth under "Additional Information" above. In addition,
the Commission maintains a World Wide Web site on the Internet at www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. Quotations
relating to the Company's Common Stock appear on the Nasdaq National Market
and such reports, proxy statements and other information concerning the
Company can also be inspected at the offices of The Nasdaq Stock Market, Inc.,
1735 K Street, N.W., Washington, D.C. 20006.
42
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to
the Exchange Act are hereby incorporated by reference in this Prospectus:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
September 27, 1997;
(2) The Company's Current Reports on Form 8-K dated December 8, 1997; and
(3) The description of the Company's capital stock in the Company's
Registration Statement on Form 8-A dated March 30, 1993.
All documents filed by the Company pursuant to sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the securities offered hereby shall be
deemed to be incorporated by reference in this Prospectus. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained in any subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon the written or oral
request of such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents which are not specifically incorporated
by reference into the information that this Prospectus incorporates. Requests
for such copies should be directed to the Company's principal executive
offices at: Central Garden & Pet Company, 3697 Mt. Diablo Boulevard,
Lafayette, California 94549, Attn: Chief Financial Officer, (510) 283- 4573.
43
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Central Garden & Pet Company
Independent Auditors' Report............................................. F-2
Consolidated Balance Sheets, September 27, 1997 and September 28, 1996... F-3
Consolidated Statements of Income for Fiscal Years Ended September 27,
1997 and September 28, 1996 and the Nine-Month Period Ended September
30, 1995................................................................ F-4
Consolidated Statements of Shareholders' Equity for Fiscal Years Ended
September 27, 1997 and September 28, 1996 and the Nine-Month Period
Ended September 30, 1995................................................ F-5
Consolidated Statements of Cash Flows for Fiscal Years Ended September
27, 1997 and September 28, 1996 and the Nine-Month Period Ended
September 30, 1995...................................................... F-6
Notes to Consolidated Financial Statements for Fiscal Years Ended
September 27, 1997 and September 28, 1996 and the Nine-Month Period
Ended September 30, 1995................................................ F-7
F-1
INDEPENDENT AUDITORS' REPORT
Board of Directors
Central Garden & Pet Company
Lafayette, California
We have audited the accompanying consolidated balance sheets of Central
Garden & Pet Company (the "Company") and subsidiaries as of September 27, 1997
and September 28, 1996, and the related consolidated statements of income,
shareholders' equity and cash flows for the fiscal years ended September 27,
1997 and September 28, 1996, and the nine-month period ended September 30,
1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of the Company and its
subsidiaries as of September 27, 1997 and September 28, 1996, and the results
of their operations and their cash flows for the fiscal years ended September
27, 1997 and September 28, 1996, and the nine-month period ended September 30,
1995 in conformity with generally accepted accounting principles.
Deloitte & Touche LLP
November 4, 1997
F-2
CENTRAL GARDEN & PET COMPANY
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 27, SEPTEMBER 28,
1997 1996
------------- -------------
(DOLLARS IN THOUSANDS)
ASSETS
Current Assets:
Cash and cash equivalents......................... $100,125 $ 1,272
Accounts receivable, less allowance for doubtful
accounts of $5,204 and $5,278.................... 85,028 62,231
Inventories....................................... 218,796 169,835
Prepaid expenses and other assets................. 10,470 7,132
-------- --------
Total current assets........................... 414,419 240,470
Land, Buildings, Improvements and Equipment:
Land.............................................. 2,216 431
Buildings and improvements........................ 8,935 3,450
Transportation equipment.......................... 3,968 3,161
Warehouse equipment............................... 12,748 7,878
Office furniture and equipment.................... 12,541 8,046
-------- --------
Total.......................................... 40,408 22,966
Less accumulated depreciation and amortization..... 17,720 11,502
-------- --------
Land, buildings, improvements and equipment-
net............................................ 22,688 11,464
Goodwill........................................... 113,018 29,971
Other Assets....................................... 8,918 1,759
-------- --------
Total.......................................... $559,043 $283,664
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable..................................... $ 72 $ 27,904
Accounts payable.................................. 136,220 104,049
Accrued expenses.................................. 24,201 11,243
Current portion of long-term debt................. -- 1,604
-------- --------
Total current liabilities...................... 160,493 144,800
Long-Term Debt..................................... 115,200 7,635
Deferred Income Taxes and Other Long-Term
Obligations........................................ 1,543 1,670
Commitments and Contingencies (Note 10)
Shareholders' Equity:
Series A convertible preferred stock.............. -- --
Class B stock..................................... 16 19
Common stock...................................... 191 125
Additional paid-in capital........................ 245,783 111,228
Retained earnings................................. 36,291 18,733
Restricted stock deferred compensation............ (110) (182)
Treasury stock.................................... (364) (364)
-------- --------
Total shareholders' equity..................... 281,807 129,559
-------- --------
Total.......................................... $559,043 $283,664
======== ========
See notes to consolidated financial statements.
F-3
CENTRAL GARDEN & PET COMPANY
CONSOLIDATED STATEMENTS OF INCOME
FISCAL YEAR FISCAL YEAR NINE-MONTH
ENDED ENDED PERIOD ENDED
SEPTEMBER 27, SEPTEMBER 28, SEPTEMBER 30,
1997 1996 1995
------------- ------------- -------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Net sales........................... $841,007 $619,622 $373,734
Cost of goods sold and occupancy.... 694,925 535,189 316,832
-------- -------- --------
Gross profit...................... 146,082 84,433 56,902
Selling, general and administrative
expenses............................ 109,160 66,945 48,075
-------- -------- --------
Income from operations............ 36,922 17,488 8,827
Interest expense--net............... (6,554) (4,061) (5,891)
Other income (expense)--net......... -- 1,038 (953)
-------- -------- --------
Income before income taxes........ 30,368 14,465 1,983
Income taxes........................ 12,765 6,017 904
-------- -------- --------
Net income.......................... $ 17,603 $ 8,448 $ 1,079
======== ======== ========
Net income per common and common
equivalent share
Fully diluted..................... $ 1.07 $ .71 $ .18
======== ======== ========
Primary........................... $ 1.08 $ .72 $ .18
======== ======== ========
Weighted average shares outstanding
Fully diluted..................... 19,970 11,904 6,050
======== ======== ========
Primary........................... 16,293 11,702 5,943
======== ======== ========
See notes to consolidated financial statements.
F-4
CENTRAL GARDEN & PET COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
SERIES A
CONVERTIBLE RESTRICTED
PREFERRED STOCK CLASS B STOCK COMMON STOCK ADDITIONAL STOCK TREASURY STOCK
------------------ ----------------- ------------------ PAID-IN RETAINED DEFERRED ------------------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS COMPENSATION SHARES AMOUNT
------- -------- --------- ------ ---------- ------ ---------- -------- ------------ -------- --------
(DOLLARS IN THOUSANDS)
Balance,
December 25,
1994............ -- -- 3,206,668 $32 3,380,103 $ 34 $ 29,288 $13,294 $(490) (769,393) $ (5,782)
Amortization,
restricted stock
deferred
compensation.... 237
Treasury stock.. (49,185) (256)
Retirement of
treasury stock.. (809,578) (8) (9,000) (1,987) (4,043) 818,578 6,038
Conversion of
Class B stock
into common
stock........... (218,216) (2) 218,216 2
Issuance of
common stock.... 17,645 -- 66
Issuance of
preferred
stock........... 100 -- 900
Net income...... 1,079
------- -------- --------- --- ---------- ---- -------- ------- ----- -------- --------
Balance,
September 30,
1995............ 100 -- 2,178,874 22 3,606,964 36 $ 28,267 10,330 (253) -- --
Amortization,
restricted stock
deferred
compensation.... 71
Treasury stock.. (26,000) (364)
Conversion of
Class B stock
into common
stock........... (245,299) (3) 245,299 3
Issuance of
common stock.... 8,710,258 86 82,961
Net income...... 8,448
Preferred
dividend paid... (45)
------- -------- --------- --- ---------- ---- -------- ------- ----- -------- --------
Balance,
September 28,
1996............ 100 -- 1,933,575 19 12,562,521 125 111,228 18,733 (182) (26,000) (364)
Amortization,
restricted stock
deferred
compensation.... 72
Conversion of
Class B stock
into common
stock........... (270,408) (3) 270,408 3
Issuance of
common stock.... 6,310,396 63 141,571
Net income...... 17,603
Preferred
dividend paid... (45)
Redemption of
stock warrant... (7,016)
------- -------- --------- --- ---------- ---- -------- ------- ----- -------- --------
Balance,
September 27,
1997
(unaudited)..... 100 $ -- 1,663,167 $16 19,143,325 $191 $245,783 $36,291 $(110) (26,000) $ (364)
======= ======== ========= === ========== ==== ======== ======= ===== ======== ========
TOTAL
--------
Balance,
December 25,
1994............ $ 36,376
Amortization,
restricted stock
deferred
compensation.... 237
Treasury stock.. (256)
Retirement of
treasury stock.. --
Conversion of
Class B stock
into common
stock...........
Issuance of
common stock.... 66
Issuance of
preferred
stock........... 900
Net income...... 1,079
--------
Balance,
September 30,
1995............ 38,402
Amortization,
restricted stock
deferred
compensation.... 71
Treasury stock.. (364)
Conversion of
Class B stock
into common
stock........... --
Issuance of
common stock.... 63,047
Net income...... 8,448
Preferred
dividend paid... (45)
--------
Balance,
September 28,
1996............ 129,559
Amortization,
restricted stock
deferred
compensation.... 72
Conversion of
Class B stock
into common
stock........... --
Issuance of
common stock.... 141,634
Net income...... 17,603
Preferred
dividend paid... (45)
Redemption of
stock warrant... (7,016)
--------
Balance,
September 27,
1997
(unaudited)..... $281,807
========
See notes to consolidated financial statements.
F-5
CENTRAL GARDEN & PET COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FISCAL YEAR FISCAL YEAR NINE-MONTH
ENDED ENDED PERIOD ENDED
SEPTEMBER 27, SEPTEMBER 28, SEPTEMBER 30,
1997 1996 1995
------------- ------------- -------------
(IN THOUSANDS)
Cash flows from operating activities:
Net income......................... $ 17,603 $ 8,448 $ 1,079
Adjustments to reconcile net income
to net cash provided (used) by
operating activities:
Depreciation and amortization..... 5,373 3,057 1,817
Deferred income taxes............. 983 596 590
Gain on sale of land, building and
improvements..................... -- (260) --
Changes in assets and liabilities:
Receivables..................... (7,107) (15,959) (4,549)
Inventories..................... (20,830) (89,454) 38,208
Prepaid expenses and other as-
sets........................... (1,322) (154) (683)
Accounts payable................ 18,853 57,750 (23,147)
Accrued expenses................ (3,341) 4,166 (2,824)
Other long-term obligations..... -- (595) (55)
-------- ------- -------
Net cash provided (used) by
operating activities.......... 10,212 (32,405) 10,436
-------- ------- -------
Cash flows from investing activities:
Additions to land, buildings,
improvements and equipment........ (4,605) (3,015) (2,781)
Proceeds from sale of land,
buildings, improvements and
equipment......................... -- 3,676 --
Payments to acquire companies, net
of cash acquired.................. (96,793) (34,950) (1,341)
-------- ------- -------
Net cash used by investing ac-
tivities...................... (101,398) (34,289) (4,122)
-------- ------- -------
Cash flows from financing activities:
Proceeds (repayments) from notes
payable, net...................... (27,832) (10,067) (5,212)
Payments on long-term debt......... (14,247) (3,590) (1,980)
Payments to reacquire stock........ -- (364) (117)
Payment to redeem warrant.......... (7,016) -- --
Proceeds from issuance of long-term
debt.............................. 111,227 -- --
Proceeds from issuance of stock.... 127,952 81,889 966
Preferred dividends paid........... (45) (45) --
-------- ------- -------
Net cash provided (used) by
financing
activities.................... 190,039 67,823 (6,343)
-------- ------- -------
Net increase (decrease) in cash...... 98,853 1,129 (29)
Cash at beginning of period.......... 1,272 143 172
-------- ------- -------
Cash at end of period................ $100,125 $ 1,272 $ 143
======== ======= =======
Supplemental information:
Cash paid for interest............. $ 7,049 $ 3,141 $ 5,654
Cash paid for income taxes......... 12,682 4,115 1,125
Conversion of accounts payable to
long- term debt................... -- -- 5,885
Assets (excluding cash) acquired
through purchase of
subsidiaries...................... 58,280 18,169 1,341
Liabilities assumed through pur-
chase of subsidiaries............. 34,897 2,318 --
See notes to consolidated financial statements.
F-6
CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996,
AND NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1995
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization--Central Garden & Pet Company, a Delaware corporation (the
"Company"), is the leading national distributor of lawn and garden and pet
supply products. The Company's business strategy is to capitalize on its
national presence, comprehensive product selection, menu of value-added
services and efficient operations. Utilizing these capabilities, the Company
strives to develop and enhance servicing relationships with both large
national and regional retailers as well as manufacturers.
The Solaris Agreement--The Company entered into an agreement effective
October 1, 1995 with The Solaris Group ("Solaris"), a strategic business unit
of Monsanto Company, the manufacturer of Ortho, Round-up and Green Sweep lawn
and garden products (the "Solaris Agreement"). Under the Solaris Agreement,
which has an initial four year term, the Company, in addition to serving as
the master agent and master distributor for sales of Solaris products,
provides a wide range of value-added services including logistics, order
processing and fulfillment, inventory distribution and merchandising. However,
Solaris continues to negotiate its sales prices directly with its direct sales
accounts. The Solaris Agreement provides for the Company to be reimbursed for
costs incurred in connection with services provided to Solaris' direct sales
accounts and to receive payments based on the growth of sales of Solaris
products. The Company will also share with Solaris in the economic benefits of
certain cost reductions, to the extent achieved.
Basis of Consolidation and Presentation--The consolidated financial
statements include the accounts of the Company and its subsidiaries. All
transactions between the consolidated companies are eliminated.
Use of Estimates--The preparation of financial statements in conformity with
generally accepted accounting principles requires that management make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Revenue Recognition--Sales are recorded at the time merchandise is shipped
from the Company's warehouses.
Income Taxes are accounted for under the liability method in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 109, Accounting for
Income Taxes. Deferred income taxes result primarily from bad debt allowances,
inventory reserves, depreciation and nondeductible reserves.
Cash and cash equivalents include all highly liquid debt instruments
purchased with a maturity of three months or less at the date of acquisition.
Inventories, which primarily consist of garden products and pet supplies
finished goods are stated at the lower of FIFO cost or market. Cost includes
certain indirect purchasing, merchandise handling and storage costs.
F-7
CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Land, buildings, improvements and equipment are stated at cost. Depreciation
is computed by the straight-line method over thirty years for buildings.
Improvements are amortized on a straight-line basis over the shorter of the
useful life of the asset or the terms of the related leases. Depreciation on
equipment is computed by the straight-line and accelerated methods over the
estimated useful lives of 3 to 10 years.
Goodwill is amortized using the straight-line method over periods ranging
from 20 to 40 years. The Company reviews goodwill periodically for potential
impairment by comparing the carrying amount to the expected future cash flows
of acquired entities over the remaining amortization period. Accumulated
amortization totaled $4,558,000 and $2,288,000 at September 27, 1997 and
September 28, 1996, respectively.
Net income per common and common equivalent share is computed based on the
total weighted average number of Class B shares and common shares outstanding
during the year plus common stock equivalents.
Fiscal Year--In 1995, the Company changed its fiscal year end to the last
Saturday in September.
Reclassifications--Certain 1995 and 1996 balances have been reclassified to
conform with the 1997 presentation.
Accounting Changes--In fiscal 1997, the Company adopted SFAS No. 121,
"Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of," which requires review of the carrying value of long-lived
assets and certain intangibles for impairment when events or changes in
circumstances indicate that the carrying amount of the asset may not be
recoverable. The adoption of SFAS 121 did not have a material impact on the
Company's consolidated financial statements.
In fiscal 1997, the Company adopted the disclosure requirements of SFAS No.
123, "Accounting for Stock-Based Compensation," which provides for the
disclosure of pro forma net earnings and net earnings per share as if the fair
value method were used to account for stock-based employee compensation plans.
The Company has elected to continue to use the intrinsic value method to
account for stock-based compensation plans in accordance with Accounting
Principles Board Opinion ("APBO") No. 25, "Accounting for Stock Issued to
Employees"; see Note 8.
New Accounting Pronouncements--In February 1997, the Financial Accounting
Standards Board issued SFAS No. 128, "Earnings per Share." The Company is
required to adopt SFAS 128 in December 1997.
SFAS 128 replaces current EPS reporting requirements and requires a dual
presentation of basic and diluted EPS. Basic EPS excludes dilution and is
computed by dividing net income available to common stockholders by the
weighted average number of common shares outstanding for the period. Diluted
EPS reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock.
F-8
CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Pro forma amounts for basic and diluted EPS, assuming SFAS 128 had been in
effect, are as follows:
FISCAL YEAR FISCAL YEAR NINE-MONTH
ENDED ENDED PERIOD ENDED
SEPTEMBER 27, SEPTEMBER 28, SEPTEMBER 30,
1997 1996 1995
------------- ------------- -------------
Net income per share:
Basic............................... $ 1.11 $ 0.74 $ 0.19
====== ====== ======
Diluted............................. $ 1.07 $ 0.71 $ 0.18
====== ====== ======
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income," which requires that an enterprise report, by
major components and as a single total, the change in its net assets during
the period from nonowner sources; and No. 131, "Disclosures about Segments of
an Enterprise and Related Information," which establishes annual and interim
reporting standards for an enterprise's operating segments and related
disclosures about its products, services, geographic areas, and major
customers. Adoption of these statements will not impact the Company's
consolidated financial position, results of operations or cash flows, and any
effect will be limited to the form and content of its disclosures. Both
statements are effective for fiscal years beginning after December 15, 1997,
with earlier application permitted.
2. ACQUISITIONS
Fiscal 1995
On April 14, 1995, the Company acquired substantially all of the assets of
Valley Pet Supply, Inc. ("Valley"), which was, prior to that date, a Chapter
11 Debtor-In-Possession. Valley was a distributor of pet supplies in
California and parts of Oregon and Washington. The purchase price was
$1,341,000, which exceeded net assets acquired by $345,000, which was recorded
as goodwill.
Fiscal 1996
On July 12, 1996, the Company acquired the pet supply distribution
operations of Kenlin Pet Supply, Inc. ("Kenlin") and Longhorn Pet Supply
("Longhorn"). The aggregate cash purchase price of these acquisitions was
approximately $34,560,000, which exceeded the fair market value of net assets
acquired by $18,540,000, which was recorded as goodwill.
Fiscal 1997
On January 20, 1997, the Company acquired Four Paws Products, Ltd., a
manufacturer of branded dog, cat, reptile and small animal products, for
$55,000,000, including the issuance of 449,944 shares of common stock at a
value of $10,000,000. The purchase price exceeded the fair market value of net
assets acquired by $39,607,000.
On February 21, 1997, the Company's wholly owned Kenlin Pet Supply
subsidiary acquired the pet supplies business of Country Pet Supply, N.W.,
Inc., a distributor of pet supply and pet food products. On March 4, 1997, the
Company acquired an equity interest in Commerce, a distributor of lawn and
garden products. On May 5, 1997, the Company acquired Ezell Nursery Supply,
Inc., a distributor of lawn and garden, barbecue and patio products. The
purchase price for these three acquisitions totaled $24,438,000, including the
issuance of 193,104 shares of common stock at a value of $3,645,000. The
purchase price exceeded the fair market value of net assets acquired by
$18,683,000.
F-9
CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
On May 23, 1997, the Company completed its acquisition of the United States
and Canada flea and tick business of Sandoz Agro, Inc., for $31,000,000, which
exceeded the fair market value of net assets acquired by $27,161,000. The fair
value of net assets acquired are based on preliminary estimates which are
subject to change. The acquisition includes all methoprene-based products
produced by Sandoz for use in the U.S. and Canada, and certain other specialty
products.
The fiscal 1997 net assets acquired included liabilities totaling $6.7
million related to the planned closures of facilities and involuntary
termination benefits, of which $5.5 million remained outstanding at September
27, 1997.
The fiscal 1997, 1996 and 1995 acquisitions, except for Commerce, which is
being accounted for under the equity method, have been accounted for under the
purchase method and have been included in the Company's consolidated
statements of income from time of acquisition.
Unaudited Pro Forma Results of Operations--The following table summarizes on
a pro forma basis the combined results of operations of the Company and its
subsidiaries for fiscal years 1997 and 1996 as if the fiscal year 1997
acquisitions were on October 1, 1995. The pro forma results of operations also
reflect pro forma adjustments for stock issued to facilitate the acquisitions,
adjustments to conform inventory methods and facilities costs, and for the
amortization of goodwill. Fiscal 1997 pro forma net income reflects the
dilutive impact of the 1997 acquisitions had they been included in the
Company's results of operations during periods in which certain acquired
companies incurred operating losses. Although this pro forma combined
information includes the results of operations of the acquisitions, it does
not necessarily reflect the results of operations that would have occurred had
the acquisitions been managed by the Company prior to their acquisition.
FISCAL YEAR FISCAL YEAR
ENDED ENDED
SEPTEMBER 27, SEPTEMBER 28,
1997 1996
------------- -------------
(UNAUDITED)
(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS)
Net sales......................................... $912,460 $855,076
Gross profit...................................... 165,832 176,847
Income from operations............................ 28,243 42,145
Income before taxes............................... 19,809 33,879
Net income........................................ 11,114 20,519
Net income per common and common equivalent share:
Fully diluted................................... $ 0.67 $ 1.46
Primary......................................... $ 0.68 $ 1.48
Weighted average common and common equivalent
shares outstanding:
Fully diluted................................... 16,549 14,062
Primary......................................... 16,437 13,860
3. CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS AND SUPPLIERS
Customer Concentration--Approximately 47%, 50% and 52% of the Company's net
sales for fiscal years 1997 and 1996, and the nine-month period ended
September 30, 1995, respectively, were derived from sales to the Company's top
ten customers. The Company's largest customer accounted for approximately 19%,
23% and 22% of the Company's net sales for fiscal years 1997 and 1996, and the
nine-month period ended September 30, 1995, respectively. The Company's second
largest customer
F-10
CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
accounted for approximately 8%, 11% and 10% of the Company's net sales for
fiscal years 1997 and 1996, and the nine-month period ended September 30,
1995, respectively. The loss of, or significant adverse change in, the
relationship between the Company and these two customers could have a material
adverse effect on the Company's business and financial results. The loss of or
reduction in orders from any significant customer, losses arising from
customer disputes regarding shipments, fees, merchandise condition or related
matters, or the Company's inability to collect accounts receivable from any
major customer could have a material adverse impact on the Company's business
and financial results.
Supplier Concentration --While the Company purchases products from over
1,000 different manufacturers and suppliers, approximately 45% of the
Company's net sales in fiscal year 1997 were derived from products purchased
from the Company's five largest suppliers. The Company believes that
approximately 32%, 44% and 29% of the Company's net sales during fiscal years
1997 and 1996 and the nine-month period ended September 30, 1995,
respectively, were derived from sales of products purchased from Solaris, the
Company's largest supplier. Because of the dependence of the Company on sales
of Solaris products, future changes implemented by Solaris to its marketing
and sales programs or any overall decrease in the sales of Solaris products
could have a material adverse effect on the Company.
4. NOTES PAYABLE
The Company has a line of credit providing for aggregate borrowings of up to
$75,000,000, which expires on July 12, 1998. The available amount under the
line of credit fluctuates based upon a specific asset borrowing base. At
September 27, 1997 and September 28, 1996, balances of $72,000 and
$27,904,000, respectively, were outstanding under this agreement, bearing
interest at a rate related to the prime rate (9.25% at September 27, 1997 and
9.0% at September 28, 1996). Available borrowings at September 27, 1997 and
September 28, 1996 were $74,928,000 and $47,096,000, respectively. This line
is secured by substantially all of the Company's assets, and contains certain
financial covenants requiring maintenance of minimum levels of working capital
and net worth, and restricts the Company's ability to pay dividends. The
Company was in compliance with such covenants at September 27, 1997 and
September 28, 1996.
Under the covenants in the Company's principal credit agreement described
above, dividends can only be paid if there is no material default of any of
the covenants contained in the agreement. The amount of such dividends shall
not exceed the prior year's net income and the aggregate amount of all
dividends paid from June 12, 1992 through June 12, 1998 is limited to
approximately $4.5 million. Such restrictions would have limited dividends in
1997 to $4.5 million.
F-11
CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
5. LONG-TERM DEBT
Long-term debt consists of the following:
SEPTEMBER SEPTEMBER
27, 28,
1997 1996
--------- ---------
(IN THOUSANDS)
Convertible Subordinated Notes, interest at 6% payable
semi-annually, principal due 2003......................... $115,000 --
Note payable to Weyerhaeuser Corporation, discounted at
10.25% imputed rate, interest due in quarterly install-
ments, principal repaid in 1997........................... -- $2,750
Note payable to a former supplier, interest at 10% and
principal repaid in 1997.................................. -- 5,885
Other notes payable........................................ 200 604
-------- ------
Total.................................................... 115,200 9,239
Less current portion of long-term debt..................... - 1,604
-------- ------
Total.................................................... $115,200 $7,635
======== ======
Principal repayments on long-term debt are scheduled as follows:
(IN THOUSANDS)
Fiscal year:
1998........................................................... --
1999........................................................... --
2000........................................................... $ 200
2001........................................................... --
2002........................................................... --
Thereafter..................................................... 115,000
--------
Total........................................................ $115,200
========
F-12
CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
At September 27, 1997, the carrying amount of cash and cash equivalents
approximates its fair market value. The fair market value of the Company s
long-term debt was $138,575,000 at September 27, 1997, which was computed by
using quoted market prices.
6. OPERATING LEASES
The Company has operating lease agreements principally for office and
warehouse facilities and equipment. Such leases have remaining terms,
inclusive of renewal options, of 1 to 8 years. Rent expense for all operating
leases amounted to $12,669,000 and $9,896,000 for fiscal years 1997 and 1996,
and $6,437,000 for the nine-month period ended September 30, 1995,
respectively.
Certain facility leases have renewal options and provide for additional rent
based upon increases in the Consumer Price Index.
Aggregate minimum annual payments on noncancelable operating leases at
September 27, 1997 are as follows:
(IN THOUSANDS)
FISCAL YEAR:
1998..................................................... $11,867
1999..................................................... 9,772
2000..................................................... 8,622
2001..................................................... 7,518
2002..................................................... 3,132
Thereafter............................................... 4,612
-------
Total................................................... $45,523
=======
7. INCOME TAXES
The provision for income taxes consists of the following:
FISCAL FISCAL NINE-MONTH
YEAR ENDED YEAR ENDED PERIOD ENDED
SEPTEMBER 27, SEPTEMBER 28, SEPTEMBER 30,
1997 1996 1995
------------- ------------- -------------
Current:
Federal............................. $ 9,578 $4,523 $187
State............................... 2,204 1,040 127
------- ------ ----
Total............................. 11,782 5,563 314
Deferred............................ 983 454 590
------- ------ ----
Total............................. $12,765 $6,017 $904
======= ====== ====
F-13
CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
A reconciliation of the statutory federal income tax rate with the Company's
effective income tax rate is as follows:
FISCAL FISCAL NINE-MONTH
YEAR ENDED YEAR ENDED PERIOD ENDED
SEPTEMBER 27, SEPTEMBER 28, SEPTEMBER 30,
1997 1996 1995
------------- ------------- -------------
Statutory rate................... 35% 34% 34%
State income taxes, net of
federal benefit.................. 5 5 5
Nondeductible expenses........... 6 6 9
Other............................ (4) (3) (3)
--- --- ---
Effective tax rate............... 42% 42% 45%
=== === ===
Deferred income taxes reflect the impact of "temporary differences" between
amounts of assets and liabilities for financial reporting purposes and such
amounts as measured by tax laws. Temporary differences and carryforwards which
give rise to deferred tax assets and liabilities are as follows:
SEPTEMBER 27, 1997 SEPTEMBER 28, 1996
-------------------- --------------------
DEFERRED DEFERRED DEFERRED DEFERRED
TAX TAX TAX TAX
ASSETS LIABILITIES ASSETS LIABILITIES
-------- ----------- -------- -----------
Current:
Allowance for doubtful accounts re-
ceivable.......................... $1,566 $1,036
Inventory reserves................. 973 910
Prepaid expenses................... $ 492 $ 219
Nondeductible reserves............. 2,823 837
Net operating loss carryforwards... 97 97
Other.............................. 369 460
------ ------- ------ -------
Total............................ 5,828 492 3,340 219
Valuation allowance.................. (25) (25)
------ ------- ------ -------
Current.............................. 5,803 492 3,315 219
Noncurrent:
Adoption of FIFO inventory meth-
od................................ 321
Depreciation....................... 1,436 1,248
Other.............................. 82 132
------ ------- ------ -------
Noncurrent........................... 82 1,436 132 1,569
------ ------- ------ -------
Total............................ $5,885 $ 1,928 $3,447 $ 1,788
====== ======= ====== =======
8. SHAREHOLDERS' EQUITY
At September 27, 1997, there were 1,000 shares of Series A convertible
preferred stock ($.01 par value) authorized, of which 100 were outstanding. In
July 1995, in connection with an agreement to become the master agent and
distributor for Solaris, the Company received from Monsanto Company $900,000
in exchange for its issuance of 100 shares of Series A convertible preferred
stock and a warrant to purchase up to 500,000 shares of common stock with an
exercise price of $9.00 per share. Each share of Series A convertible
preferred stock is entitled to a liquidation preference of $9,000 per share,
is convertible into 1,000 shares of common stock, is entitled to an annual 5%
cumulative dividend, votes together with common stock, and has a number of
votes equal to the number of shares of common stock into which it is
convertible. In July 1997, the Company redeemed the warrant for $7.0 million.
F-14
CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
At September 27, 1997, there were 3,000,0000 shares of Class B stock ($.01
par value) authorized, of which 1,663,167 were outstanding. The voting powers,
preferences and relative rights of the Class B stock are identical to common
stock in all respects except that (i) the holders of common stock are entitled
to one vote per share and the holders of Class B stock are entitled to the
lesser of ten votes per share or 49% of the total votes cast, (ii) stock
dividends on common stock may be paid only in shares of common stock and stock
dividends on Class B stock may be paid only in shares of Class B stock and
(iii) shares of Class B stock have certain conversion rights and are subject
to certain restrictions on ownership and transfer. Each share of Class B stock
is convertible into one share of common stock, at the option of the holder.
Additional shares of Class B stock may only be issued with majority approval
of the holders of the common stock and Class B stock, voting as separate
classes.
At September 27, 1997, there were 40,000,000 shares of common stock ($.01
par value) authorized, of which 19,117,325 were outstanding.
On November 15, 1995, the Company completed an offering of 5,750,000 shares
of its common stock at $6.75 per share before deduction for underwriting
commission and expenses related to the offering. The net proceeds were used to
reduce the Company's borrowings under its principal line of credit.
On July 19, 1996, the Company completed an offering which consisted of
2,752,500 shares of its common stock at $18.00 per share before deduction for
underwriting commission and expenses related to the offering. The net proceeds
were used to repay the Company's borrowings (including borrowings used for the
Kenlin acquisition) under its principal line of credit.
On August 8, 1997, the Company completed an offering which consisted of
5,540,000 shares of its common stock at $24.25 per share before deduction for
underwriting commission and expenses related to the offering. The net proceeds
were used to repay the Company's borrowings under its principal line of credit
(including borrowings used for the acquisition of the flea and tick business
of Sandoz Agro Inc.) and to provide the Company with a source of funds for
working capital and possible acquisitions of complementary businesses.
In 1993, the Company adopted the Omnibus Equity Incentive Plan (the "Plan")
which provided for the grant of options to key employees and consultants of
the Company for the purchase of up to an aggregate of 900,000 shares of common
stock of the Company. In 1995, the Company amended the Plan to increase the
number of shares authorized for issuance by an additional 300,000 in 1996, the
Company further amended the Plan to increase the number of shares authorized
for issuance by an additional 800,000. The Plan is administered by the Audit
and Compensation Committee of the Board of Directors, comprised of outside
independent directors only, who determine individual awards to be granted,
vesting and exercise of share conditions.
Additional Stock Plan Information--As discussed in Note 1, the Company
continues to account for its stock-based awards using the intrinsic value
method in accordance with Accounting Principles Board No. 25, Accounting for
Stock Issued to Employees, and its related interpretations.
SFAS No. 123, Accounting for Stock-Based Compensation, requires the
disclosure of pro forma net earnings and earnings per share had the Company
adopted the fair value method as of the beginning of fiscal 1996.
These models also require subjective assumptions, including future stock
price volatility and expected time to exercise, which greatly affect the
calculated values. The Company's calculations were made using the Black-
Scholes option pricing model with the following weighted average assumptions:
expected life of four years from date of grant; stock volatility, 64% in
fiscal 1997 and fiscal 1996; risk free interest rates, 6.07% in fiscal 1997
and 6.25% in fiscal 1996; and no dividends during the expected term.
F-15
CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The Company's calculations are based on a single option valuation approach
and forfeitures are recognized as they occur. If the computed fair values of
the fiscal 1997 and fiscal 1996 awards had been amortized to expense in the
consolidated financial statements over the vesting period of the awards, pro
forma net earnings would have been $15,433,000 ($0.91 per fully diluted share,
$0.92 per primary share) in fiscal 1997 and $8,112,000 ($0.67 per fully
diluted share, $0.68 per primary share) in fiscal 1996. However, the impact of
outstanding non-vested stock options granted prior to fiscal 1996 has been
excluded from the pro forma calculation; accordingly, the fiscal 1997 and
fiscal 1996 pro forma adjustments are not indicative of future period pro
forma adjustments, when the calculation will apply to all future applicable
stock options.
Option activity under the Plan is as follows:
WEIGHTED
AVERAGE
NUMBER OF EXERCISE
OPTIONS PRICE
--------- --------
Balance at December 25, 1994................................ 360,879 $ 3.38
Granted..................................................... 236,500 3.89
Exercised................................................... (17,645) 3.41
Cancelled................................................... (9,183) 2.52
---------
Balance September 30, 1995.................................. 570,551 3.60
Granted (weighted average fair value of $7.93).............. 458,500 13.24
Exercised................................................... (148,016) 3.51
Cancelled................................................... (4,500) 7.24
---------
Balance at September 28, 1996............................... 876,535 8.64
Granted (weighted average fair value of $10.65)............. 660,402 18.26
Exercised................................................... (72,918) 3.15
Cancelled................................................... (16,129) 9.25
---------
Balance at September 27, 1997............................... 1,447,890 $13.38
=========
Exercisable at September 28, 1996........................... 112,795 $ 4.52
Exercisable at September 27, 1997........................... 122,310 $ 5.39
OPTIONS EXERCISABLE
OPTIONS OUTSTANDING SEPTEMBER 27, 1997 SEPTEMBER 27, 1997
- ----------------------------------------------------- -----------------------
WEIGHTED
AVERAGE
REMAINING WEIGHTED WEIGHTED
RANGE OF NUMBER OF CONTRACTUAL AVERAGE NUMBER OF AVERAGE
EXERCISE OPTIONS LIFE EXERCISE OPTIONS EXERCISE
PRICES OUTSTANDING (YEARS) PRICE EXERCISABLE PRICE
- -------------- ----------- ----------- -------- ----------- --------
$ 1.30--$ 4.99 301,978 2.5 $ 2.96 90,251 $3.14
5.00-- 9.99 257,684 1.7 6.41 20,184 8.57
15.00-- 19.99 517,728 3.9 17.16 11,875 17.14
20.00-- 23.75 370,500 3.4 21.43 -- --
--------- -------
$ 1.30--$23.75 1,477,890 3.4 $13.38 122,310 $5.39
========= =======
F-16
CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The Company has a 401(k) plan for which it accrued a contribution of
$293,000 for fiscal year 1997, and contributed $209,000 for fiscal year 1996
and $148,000 for the nine-month period ended September 30, 1995.
9. TRANSACTIONS WITH RELATED PARTIES
The Company leases certain warehouse facilities and equipment from related
entities which are controlled by the Company's principal shareholder. Rental
expense under these leases totaled $156,000 and $156,000 for fiscal years 1997
and 1996, and $116,000 for the nine-month period ended September 30, 1995.
10. BATON ROUGE FIRE
On July 14, 1992, the Company's warehouse in Baton Rouge, Louisiana and two
adjoining warehouse spaces leased by third parties were damaged as the result
of a fire that originated while an environmental contractor was removing
broken containers of a swimming pool water purifier maintained in the
Company's inventory. The warehouse was one of the Company's smallest and the
inventory, although substantially damaged, was an immaterial portion of the
Company's total inventories at that time.
The lawsuits arising out of the fire were settled in September 1996, and in
connection with the settlement the Company recorded approximately $1 million
as other income.
The Company is not currently a party to any material litigation.
11. SELECTED CONSOLIDATED INCOME STATEMENT DATA (UNAUDITED)
The following selected consolidated income statement data have been derived
from the unaudited consolidated financial statements of the Company. In the
opinion of management, the unaudited selected data shown below have been
prepared on the same basis as the audited consolidated statements of income
included herein and include adjustments only of a normal recurring nature.
NINE MONTHS TWELVE MONTHS
ENDED ENDED
SEPTEMBER 25, SEPTEMBER 30,
1994 1995
------------- -------------
(AMOUNTS IN THOUSANDS,
EXCEPT PER SHARE)
Sales....................................... $ 358,138 $ 437,023
Gross profit................................ 57,524 66,709
Selling, general and administrative
expenses.................................... 45,380 61,184
Income from operations...................... 12,144 5,524
Income taxes................................ 2,965 (1,125)
Net income (loss)........................... 4,431 (1,947)
Net income (loss) per common and common
equivalent share:.
Fully diluted............................. 0.75 (0.33)
Primary................................... 0.75 (0.33)
*****
F-17
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NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON OR BY ANYONE IN
ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
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TABLE OF CONTENTS
PAGE
----
Prospectus Summary....................................................... 3
Risk Factors............................................................. 6
The Company.............................................................. 11
Use of Proceeds.......................................................... 11
Dividend Policy.......................................................... 12
Price Range of Common Stock.............................................. 12
Capitalization........................................................... 13
Selected Consolidated Financial and Operating Data....................... 14
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 15
Business................................................................. 21
Management............................................................... 33
Principal Shareholders................................................... 35
Description of Capital Stock............................................. 36
Underwriting............................................................. 39
Shares Eligible for Future Sale.......................................... 40
Legal Matters............................................................ 41
Experts.................................................................. 41
Additional Information................................................... 42
Available Information.................................................... 42
Incorporation of Certain Documents by Reference.......................... 43
Index to Consolidated Financial Statements............................... F-1
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7,000,000 SHARES
LOGO
COMMON STOCK
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PROSPECTUS
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BT ALEX. BROWN
HAMBRECHT & QUIST
MERRILL LYNCH & CO.
WASSERSTEIN PERELLA SECURITIES, INC.
December 17, 1997
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