Central Garden & Pet Company Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Consolidating Condensed Financial Information Of Guarantor Subsidiaries

Consolidating Condensed Financial Information Of Guarantor Subsidiaries

3 Months Ended

Dec. 24, 2011

Consolidating Condensed Financial Information Of Guarantor Subsidiaries [Abstract]

Consolidating Condensed Financial Information Of Guarantor Subsidiaries

11. 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 Three Months Ended December 24, 2011 (in thousands) (unaudited)
	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	101,772		$	215,396		$	(15,102	)	$	302,066
Cost of products sold and occupancy		78,908			157,522			(15,102	)		221,328

Gross profit		22,864			57,874			0			80,738
Selling, general and administrative expenses		28,695			63,323			0			92,018

Loss from operations		(5,831	)		(5,449	)		0			(11,280	)
Interest – net		(9,602	)		83			0			(9,519	)
Other income (loss )		709			(823	)		0			(114	)

Loss before income taxes		(14,724	)		(6,189	)		0			(20,913	)
Income tax benefit		(5,373	)		(2,273	)		0			(7,646	)

Loss including noncontrolling interest		(9,351	)		(3,916	)					(13,267	)
Loss attributable to noncontrolling interest		(177	)		0			0			(177	)

Loss attributable to Central Garden & Pet Company before equity in undistributed income of guarantor subsidiaries		(9,174	)		(3,916	)		0			(13,090	)

Equity in undistributed income of guarantor subsidiaries		(3,916	)		0			3,916			0

Net loss attributable to Central Garden & Pet Co.	$	(13,090	)	$	(3,916	)	$	3,916		$	(13,090	)


	CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Three Months Ended December 25, 2010 (in thousands) (unaudited)
	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	93,503		$	215,656		$	(27,440	)	$	281,719
Cost of products sold and occupancy		71,453			154,649			(27,440	)		198,662

Gross profit		22,050			61,007			0			83,057
Selling, general and administrative expenses		27,099			62,441			0			89,540

Loss from operations		(5,049	)		(1,434	)		0			(6,483	)
Interest – net		(8,972	)		66			0			(8,906	)
Other income (expense)		346			(752	)		0			(406	)

Loss before income taxes		(13,675	)		(2,120	)		0			(15,795	)
Income tax benefit		(5,289	)		(828	)		0			(6,117	)

Loss including noncontrolling interest		(8,386	)		(1,292	)					(9,678	)
Loss attributable to noncontrolling interest		(86	)		0			0			(86	)

Loss attributable to Central Garden & Pet Co. before equity in undistributed income of guarantor subsidiaries		(8,300	)		(1,292	)		0			(9,592	)
Equity in undistributed income of guarantor subsidiaries		(1,292	)		0			1,292			0

Net loss attributable to Central Garden & Pet Co.	$	(9,592	)	$	(1,292	)	$	1,292		$	(9,592	)


	CONSOLIDATING CONDENSED BALANCE SHEET December 24, 2011 (in thousands) (unaudited)
	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	7,730		$	2,559		$	0		$	10,289
Short term investments		17,820			0			0			17,820
Accounts receivable, net		43,909			100,345			(5,000	)		139,254
Inventories		120,914			244,829			0			365,743
Prepaid expenses and other assets		35,358			27,256			0			62,614

Total current assets		225,731			374,989			(5,000	)		595,720
Land, buildings, improvements and equipment, net		74,867			105,534			0			180,401
Goodwill		0			210,223			0			210,223
Investment in guarantors		628,316			0			(628,316	)		0
Deferred income taxes and other assets		40,415			61,510			0			101,925

Total	$	969,329		$	752,256		$	(633,316	)	$	1,088,269

LIABILITIES AND EQUITY
Accounts payable	$	31,844		$	95,165		$	(5,000	)	$	122,009
Accrued expenses and other current liabilities		40,207			26,983			0			67,190

Total current liabilities		72,051			122,148			(5,000	)		189,199
Long-term debt		460,226			120			0			460,346
Other long-term obligations		12,581			1,672			0			14,253
Shareholders' equity attributable to Central Garden & Pet Co.		424,643			628,316			(628,316	)		424,643
Noncontrolling interest		(172	)		0			0			(172	)

Total equity		424,471			628,316			(628,316	)		424,471

Total	$	969,329		$	752,256		$	(633,316	)	$	1,088,269


	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 STATEMENT OF CASH FLOWS Three Months Ended December 24, 2011 ( in thousands) (unaudited)
	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided (used) by operating activities	$	(19,814	)	$	19,377		$	3,916		$	3,479

Additions to property and equipment		(4,665	)		(4,520	)		0			(9,185	)
Investment in guarantor subsidiaries		17,560			(13,644	)		(3,916	)		0

Net cash provided (used) by investing activities		12,895			(18,164	)		(3,916	)		(9,185	)

Repayments of long-term debt		(59	)		(32	)		0			(91	)
Borrowings under revolving line of credit		117,000			0			0			117,000
Repayments under revolving line of credit		(92,000	)		0			0			(92,000	)
Repurchase of common stock		(21,266	)		0			0			(21,266	)
Proceeds from issuance of common stock		192			0			0			192
Excess tax benefits from stock-based awards		74			0			0			74

Net cash used by financing activities		3,941			(32	)		0			3,909
Effect of exchange rate changes on cash		75			(20	)		0			55

Net increase (decrease) in cash and cash equivalents		(2,903	)		1,161			0			(1,742	)
Cash and cash equivalents at beginning of period		10,633			1,398			0			12,031

Cash and cash equivalents at end of period	$	7,730		$	2,559		$	0		$	10,289


	CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Three Months Ended December 25, 2010 ( in thousands) (unaudited)
	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
	$	(17,362	)	$	20,768		$	1,292		$	4,698

Net cash provided (used) by operating activities		(2,402	)		(2,907	)		0			(5,309	)
Additions to property and equipment		0			(1,029	)		0			(1,029	)
Investment in guarantor subsidiaries		17,503			(16,211	)		(1,292	)		0

Net cash provided (used) by investing activities		15,101			(20,147	)		(1,292	)		(6,338	)

Repayments of long-term debt		(20	)		(58	)		0			(78	)
Repurchase of common stock		(13,281	)		0			0			(13,281	)
Proceeds from issuance of common stock		332			0			0			332
Excess tax benefits from stock-based awards		115			0			0			115
Distribution to noncontrolling interest		(1,500	)		0			0			(1,500	)

Net cash used by financing activities		(14,354	)		(58	)		0			(14,412	)

Effect of exchange rate changes on cash		(81	)		(10	)		0			(91	)

Net increase in cash and cash equivalents		(16,696	)		553			0			(16,143	)
Cash and cash equivalents at beginning of period		90,265			1,195			0			91,460

Cash and cash equivalents at end of period	$	73,569		$	1,748		$	0		$	75,317

- 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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