Central Garden & Pet Company Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Consolidating Condensed Financial Information Of Guarantor Subsidiaries

Consolidating Condensed Financial Information Of Guarantor Subsidiaries

12 Months Ended

Sep. 24, 2011

Consolidating Condensed Financial Information Of Guarantor Subsidiaries [Abstract]

Consolidating Condensed Financial Information Of Guarantor Subsidiaries

18. Consolidating Condensed Financial Information of Guarantor Subsidiaries

Certain 100% wholly-owned subsidiaries of the Company (as listed below, collectively the "Guarantor Subsidiaries") have guaranteed fully and unconditionally, on a joint and several basis, the obligation to pay principal and interest on the Company's $400 million 8.25% Senior Subordinated Notes issued on March 8, 2010 (the "Notes"). Certain subsidiaries and operating divisions are not guarantors of the Notes and have been included in the financial results of the Parent in the information below. These Non-Guarantor entities are not material to the Parent. Those subsidiaries that are guarantors and co-obligors of the Notes are as follows:

Farnam Companies, Inc.

Four Paws Products Ltd.

Grant Laboratories, Inc.

Gulfstream Home & Garden, Inc.

Interpet USA, LLC

Kaytee Products, Inc.

Matthews Redwood & Nursery Supply, Inc.

Matson, LLC

New England Pottery, LLC

Pennington Seed, Inc. (including Pennington Seed, Inc. of Nebraska, Gro Tec, Inc., Seeds West, Inc., All-Glass Aquarium Co., Inc. and Cedar Works, LLC.)

Pets International, Ltd.

T.F.H. Publications, Inc.

Wellmark International (including B2E Corporation and B2E Biotech LLC)

In lieu of providing separate audited financial statements for the Guarantor Subsidiaries, the Company has included the accompanying consolidating condensed financial statements based on the Company's understanding of the Securities and Exchange Commission's interpretation and application of Rule 3-10 of the Securities and Exchange Commission's Regulation S-X.


	CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Fiscal Year Ended September 24, 2011 (in thousands)
	Parent			Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	499,930		$	1,253,320	$	(124,598	)	$	1,628,652
Cost of goods sold and occupancy		377,597			881,734		(124,598	)		1,134,733

Gross profit		122,333			371,586		0			493,919
Selling, general and administrative expenses		129,982			278,762		0			408,744

Income (loss) from operations		(7,649	)		92,824		0			85,175
Interest – net		(37,985	)		237		0			(37,748	)
Other income		293			257		0			550

Income (loss) before income taxes and noncontrolling interest		(45,341	)		93,318		0			47,977
Income taxes (tax benefit)		(17,537	)		37,132		0			19,595

Net income (loss) including noncontrolling interest		(27,804	)		56,186		0			28,382
Net income attributable to noncontrolling interest		59			0		0			59

Net income (loss) attributable to Central Garden & Pet Company before equity in undistributed income of guarantor subsidiaries		(27,863	)		56,186		0			28,323
Equity in undistributed income of guarantor subsidiaries		56,186			0		(56,186	)		0

Net income attributable to Central Garden & Pet Company	$	28,323		$	56,186	$	(56,186	)	$	28,323


	CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Fiscal Year Ended September 25, 2010 (in thousands)
	Parent			Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	504,962		$	1,143,765	$	(125,079	)	$	1,523,648
Cost of goods sold and occupancy		367,555			766,006		(125,079	)		1,008,482

Gross profit		137,407			377,759		0			515,166
Selling, general and administrative expenses		129,904			264,188		0			394,092
Intangible asset impairments		0			12,000		0			12,000

Income from operations		7,503			101,571		0			109,074
Interest – net		(33,898	)		311		0			(33,587	)
Other income (expense)		(7,432	)		7,851		0			419

Income (loss) before income taxes and noncontrolling interest		(33,827	)		109,733		0			75,906
Income taxes (tax benefit)		(12,387	)		40,497		0			28,110

Net income (loss) including noncontrolling interest		(21,440	)		69,236					47,796
Net income attributable to noncontrolling interest		1,963			0		0			1,963

Net income (loss) attributable to Central Garden & Pet Company before equity in undistributed income of guarantor subsidiaries		(23,403	)		69,236		0			45,833
Equity in undistributed income of guarantor subsidiaries		69,236			0		(69,236	)		0

Net income attributable to Central Garden & Pet Company	$	45,833		$	69,236	$	(69,236	)	$	45,833


	CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Fiscal Year Ended September 26, 2009 (in thousands)
	Parent			Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	489,717		$	1,264,278	$	(139,695	)	$	1,614,300
Cost of goods sold and occupancy		358,153			868,516		(139,695	)		1,086,974

Gross profit		131,564			395,762		0			527,326
Selling, general and administrative expenses		122,654			278,686		0			401,340

Income from operations		8,910			117,076		0			125,986
Interest – net		(22,370	)		309		0			(22,061	)
Other income (expense)		(6,642	)		6,694		0			52

Income (loss ) before income taxes and noncontrolling interest		(20,102	)		124,079		0			103,977
Income taxes (tax benefit)		(7,711	)		44,079		0			36,368

Net income (loss) including noncontrolling interest		(12,391	)		80,000		0			67,609
Net income attributable to noncontrolling interest		1,661			0		0			1,661

Net income (loss) attributable to Central Garden & Pet Company before equity in undistributed income of guarantor subsidiaries		(14,052	)		80,000		0			65,948
Equity in undistributed income of guarantor subsidiaries		80,000			0		(80,000	)		0

Net income attributable to Central Garden & Pet Company	$	65,948		$	80,000	$	(80,000	)	$	65,948


	CONSOLIDATING CONDENSED BALANCE SHEET September 24, 2011 (in thousands)
	Parent		Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	10,633	$	1,398	$	0		$	12,031
Short term investments		17,820		0		0			17,820
Accounts receivable, net		47,698		153,306		(5,587	)		195,417
Inventories		102,861		226,685		0			329,546
Prepaid expenses and other assets		29,077		18,695		0			47,772

Total current assets		208,089		400,084		(5,587	)		602,586
Land, buildings, improvements and equipment, net		72,505		103,897		0			176,402
Goodwill		0		210,223		0			210,223
Investment in guarantors		645,876		0		(645,876	)		0
Other assets		38,622		65,170		0			103,792

Total	$	965,092	$	779,374	$	(651,463	)	$	1,093,003

LIABILITIES AND EQUITY
Accounts payable	$	28,072	$	94,039	$	(5,587	)	$	116,524
Accrued expenses and other liabilities		37,825		37,582		0			75,407

Total current liabilities		65,897		131,621		(5,587	)		191,931
Long-term debt		435,245		85		0			435,330
Other long-term obligations		7,168		1,792		0			8,960
Shareholders' equity attributable to Central Garden & Pet		456,776		645,876		(645,876	)		456,776
Noncontrolling interest		6		0		0			6

Total equity		456,782		645,876		(645,876	)		456,782

Total	$	965,092	$	779,374	$	(651,463	)	$	1,093,003


	CONSOLIDATING CONDENSED BALANCE SHEET September 25, 2010 (in thousands)
	Unconsolidated							Consolidated
	Parent		Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	90,265	$	1,195	$	0		$	91,460
Short term investments		15,320		0		0			15,320
Accounts receivable, net		47,001		150,838		(5,417	)		192,422
Inventories		84,129		201,835		0			285,964
Prepaid expenses and other assets		23,447		19,286		0			42,733

Total current assets		260,162		373,154		(5,417	)		627,899
Land, buildings, improvements and equipment, net		63,303		101,978		0			165,281
Goodwill		0		207,319		0			207,319
Investment in guarantors		633,908		0		(633,908	)
Other assets		47,327		83,058		0			130,385

Total	$	1,004,700	$	765,509	$	(639,325	)	$	1,130,884

LIABILITIES AND EQUITY
Accounts payable	$	35,218	$	82,810	$	(5,417	)	$	112,611
Accrued expenses and other liabilities		34,692		46,891		0			81,583

Total current liabilities		69,910		129,701		(5,417	)		194,194
Long-term debt		400,026		80		0			400,106
Other long-term obligations		2,621		1,820		0			4,441
Shareholders' equity attributable to Central Garden & Pet Company		530,696		633,908		(633,908	)		530,696
Noncontrolling interest		1,447		0		0			1,447

Total equity		532,143		633,908		(633,908	)		532,143
Total	$	1,004,700	$	765,509	$	(639,325	)	$	1,130,884


	CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Fiscal Year Ended September 24, 2011 (in thousands)
	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	45,708		$	61,486		$	(56,186	)	$	51,008

Additions to property		(16,803	)		(14,760	)		0			(31,563	)
Businesses acquired, net of cash acquired		(23,403	)		(1,904	)		0			(25,307	)
Return of equity method investment		3,133			0			0			3,133
Investment in short term investments		(2,500	)		0			0			(2,500	)
Investment in guarantor		(11,967	)		(44,219	)		56,186			0

Net cash provided (used) by investing activities		(51,540	)		(60,883	)		56,186			(56,237	)

Repayments on revolving line of credit		(668,000	)		0			0			(668,000	)
Borrowings on revolving line of credit		703,000			0			0			703,000
Repayments of long-term debt		(190	)		(145	)		0			(335	)
Proceeds from issuance of common stock		1,675			0			0			1,675
Excess tax benefits from stock-based awards		945			0			0			945
Repurchase of common stock		(108,727	)		0			0			(108,727	)
Distribution to noncontrolling interest		(1,500	)		0			0			(1,500	)
Payment of financing costs		(1,055	)		0			0			(1,055	)

Net cash used in financing activities		(73,852	)		(145	)		0			(73,997	)

Effect of exchange rates on cash		52			(255	)		0			(203	)

Net increase (decrease) in cash and cash equivalents		(79,632	)		203			0			(79,429	)
Cash and cash equivalents at beginning of year		90,265			1,195			0			91,460

Cash and cash equivalents at end of year	$	10,633		$	1,398		$	0		$	12,031


	CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Fiscal Year Ended September 25, 2010 (in thousands)
	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	69,266		$	135,199		$	(69,236	)	$	135,229

Additions to property		(17,492	)		(6,698	)		0			(24,190	)
Businesses acquired, net of cash acquired		0			(1,756	)		0			(1,756	)
Investment in short term investments		(15,320	)		0			0			(15,320	)
Investment in guarantor		58,815			(128,051	)		69,236			0

Net cash provided (used) by investing activities		26,003			(136,505	)		69,236			(41,266	)

Repayments on revolving line of credit		(10,000	)		0			0			(10,000	)
Borrowings on revolving line of credit		10,000			0			0			10,000
Repayments of long-term debt		(407,675	)		(249	)		0			(407,924	)
Proceeds from issuance of long-term debt		400,000			0			0			400,000
Proceeds from issuance of common stock		1,294			0			0			1,294
Excess tax benefits from stock-based awards		836			0			0			836
Repurchase of common stock		(66,901	)		0			0			(66,901	)
Payment of financing costs		(12,711	)		0			0			(12,711	)
Distribution to noncontrolling interest		(2,761	)		0			0			(2,761	)

Net cash used in financing activities		(87,918	)		(249	)		0			(88,167	)

Effect of exchange rates on cash		(44	)		40			0			(4	)

Net increase (decrease) in cash and cash equivalents		7,307			(1,515	)		0			5,792
Cash and cash equivalents at beginning of year		82,958			2,710			0			85,668

Cash and cash equivalents at end of year	$	90,265		$	1,195		$	0		$	91,460


	CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Fiscal Year Ended September 26, 2009 (in thousands)
	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	179,757		$	121,881		$	(80,000	)	$	221,638

Additions to property		(7,882	)		(8,623	)		0			(16,505	)
Businesses acquired, net of cash acquired		0			(6,549	)		0			(6,549	)
Proceeds from disposals of property		0			2,512			0			2,512
Investment in guarantor		30,007			(110,007	)		80,000			0

Net cash provided (used) by investing activities		22,125			(122,667	)		80,000			(20,542	)

Repayments on revolving line of credit		(551,000	)		0			0			(551,000	)
Borrowings on revolving line of credit		473,000			0			0			473,000
Repayments of long-term debt		(24,780	)		(221	)		0			(25,001	)
Proceeds from issuance of common stock		479			0			0			479
Excess tax benefits from stock-based awards		542			0			0			542
Repurchase of common stock		(37,821	)		0			0			(37,821	)
Payment of financing costs		(128	)		0			0			(128	)
Distribution to noncontrolling interest		(2,082	)		0			0			(2,082	)

Net cash used in financing activities		(141,790	)		(221	)		0			(142,011	)

Effect of exchange rates on cash		0			(346	)		0			(346	)

Net increase (decrease) in cash and cash equivalents		60,092			(1,353	)		0			58,739
Cash and cash equivalents at beginning of year		22,866			4,063			0			26,929

Cash and cash equivalents at end of year	$	82,958		$	2,710		$	0		$	85,668

- Definition

The entire disclosure for condensed financial information, including the financial position, cash flows, and the results of operations of the registrant (parent company) as of the same dates or for the same periods for which audited consolidated financial statements are being presented. Alternatively, the details of this disclosure can be reported by the specific parent company taxonomy elements, indicating the appropriate date and period contexts in an instance document.

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