| 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 $450 million 8.25% Senior Subordinated Notes (the "Notes") due March 1, 2018. 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.
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|
|
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|
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|
CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
Three Months Ended March 24, 2012
(in thousands)
(unaudited)
|
|
| |
|
Parent |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
|
Net sales
|
|
$ |
152,613 |
|
|
$ |
338,459 |
|
|
$ |
(24,169 |
) |
|
$ |
466,903 |
|
|
Cost of products sold and occupancy
|
|
|
107,995 |
|
|
|
235,381 |
|
|
|
(24,169 |
) |
|
|
319,207 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
44,618 |
|
|
|
103,078 |
|
|
|
0 |
|
|
|
147,696 |
|
|
Selling, general and administrative expenses
|
|
|
33,367 |
|
|
|
69,107 |
|
|
|
0 |
|
|
|
102,474 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
11,251 |
|
|
|
33,971 |
|
|
|
0 |
|
|
|
45,222 |
|
|
Interest – net
|
|
|
(10,440 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(10,440 |
) |
|
Other income (loss)
|
|
|
(1,376 |
) |
|
|
1,369 |
|
|
|
0 |
|
|
|
(7 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
(565 |
) |
|
|
35,340 |
|
|
|
0 |
|
|
|
34,775 |
|
|
Income taxes (tax benefit)
|
|
|
(228 |
) |
|
|
13,036 |
|
|
|
0 |
|
|
|
12,808 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) including noncontrolling interest
|
|
|
(337 |
) |
|
|
22,304 |
|
|
|
0 |
|
|
|
21,967 |
|
|
Income attributable to noncontrolling interest
|
|
|
344 |
|
|
|
0 |
|
|
|
0 |
|
|
|
344 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) attributable to Central Garden & Pet Co. before equity in undistributed income of guarantor subsidiaries
|
|
|
(681 |
) |
|
|
22,304 |
|
|
|
0 |
|
|
|
21,623 |
|
| |
|
|
|
|
|
Equity in undistributed income of guarantor subsidiaries
|
|
|
22,304 |
|
|
|
0 |
|
|
|
(22,304 |
) |
|
|
0 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Central Garden & Pet Co.
|
|
$ |
21,623 |
|
|
$ |
22,304 |
|
|
$ |
(22,304 |
) |
|
$ |
21,623 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
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|
|
|
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|
|
|
|
|
| |
|
CONSOLIDATING CONDENSED STATEMENT OF
OPERATIONS
Three Months Ended March 26, 2011
(in thousands)
(unaudited)
|
|
| |
|
Parent |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
|
Net sales
|
|
$ |
141,665 |
|
|
$ |
392,255 |
|
|
$ |
(48,196 |
) |
|
$ |
485,724 |
|
|
Cost of products sold and occupancy
|
|
|
100,009 |
|
|
|
270,642 |
|
|
|
(48,196 |
) |
|
|
322,455 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
41,656 |
|
|
|
121,613 |
|
|
|
0 |
|
|
|
163,269 |
|
|
Selling, general and administrative expenses
|
|
|
32,310 |
|
|
|
71,329 |
|
|
|
0 |
|
|
|
103,639 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
9,346 |
|
|
|
50,284 |
|
|
|
0 |
|
|
|
59,630 |
|
|
Interest – net
|
|
|
(9,384 |
) |
|
|
101 |
|
|
|
0 |
|
|
|
(9,283 |
) |
|
Other income (loss)
|
|
|
(2,381 |
) |
|
|
2,585 |
|
|
|
0 |
|
|
|
204 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
(2,419 |
) |
|
|
52,970 |
|
|
|
0 |
|
|
|
50,551 |
|
|
Income taxes (tax benefit)
|
|
|
(248 |
) |
|
|
18,438 |
|
|
|
0 |
|
|
|
18,190 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) including noncontrolling interest
|
|
|
(2,171 |
) |
|
|
34,532 |
|
|
|
0 |
|
|
|
32,361 |
|
|
Income attributable to noncontrolling interest
|
|
|
595 |
|
|
|
0 |
|
|
|
0 |
|
|
|
595 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) attributable to Central Garden & Pet Co. before equity in undistributed income of guarantor subsidiaries
|
|
|
(2,766 |
) |
|
|
34,532 |
|
|
|
0 |
|
|
|
31,766 |
|
|
Equity in undistributed income of guarantor subsidiaries
|
|
|
34,532 |
|
|
|
0 |
|
|
|
(34,532 |
) |
|
|
0 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Central Garden & Pet Co.
|
|
$ |
31,766 |
|
|
$ |
34,532 |
|
|
$ |
(34,532 |
) |
|
$ |
31,766 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
CONSOLIDATING CONDENSED STATEMENT OF
OPERATIONS
Six Months Ended March 24, 2012
(in thousands)
(unaudited)
|
|
| |
|
Parent |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
|
Net sales
|
|
$ |
254,385 |
|
|
$ |
553,855 |
|
|
$ |
(39,271 |
) |
|
$ |
768,969 |
|
|
Cost of products sold and occupancy
|
|
|
186,903 |
|
|
|
392,903 |
|
|
|
(39,271 |
) |
|
|
540,535 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
67,482 |
|
|
|
160,952 |
|
|
|
0 |
|
|
|
228,434 |
|
|
Selling, general and administrative expenses
|
|
|
62,062 |
|
|
|
132,430 |
|
|
|
0 |
|
|
|
194,492 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
5,420 |
|
|
|
28,522 |
|
|
|
0 |
|
|
|
33,942 |
|
|
Interest – net
|
|
|
(20,042 |
) |
|
|
83 |
|
|
|
0 |
|
|
|
(19,959 |
) |
|
Other income (expense)
|
|
|
(667 |
) |
|
|
546 |
|
|
|
0 |
|
|
|
(121 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
(15,289 |
) |
|
|
29,151 |
|
|
|
0 |
|
|
|
13,862 |
|
|
Income tax (tax benefit)
|
|
|
(5,601 |
) |
|
|
10,763 |
|
|
|
0 |
|
|
|
5,162 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) including noncontrolling interest
|
|
|
(9,688 |
) |
|
|
18,388 |
|
|
|
0 |
|
|
|
8,700 |
|
|
Income attributable to noncontrolling interest
|
|
|
167 |
|
|
|
0 |
|
|
|
0 |
|
|
|
167 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) attributable to Central Garden & Pet Co. before equity in undistributed income of guarantor subsidiaries
|
|
|
(9,855 |
) |
|
|
18,388 |
|
|
|
0 |
|
|
|
8,533 |
|
|
Equity in undistributed income of guarantor subsidiaries
|
|
|
18,388 |
|
|
|
0 |
|
|
|
(18,388 |
) |
|
|
0 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Central Garden & Pet Co.
|
|
$ |
8,533 |
|
|
$ |
18,388 |
|
|
$ |
(18,388 |
) |
|
$ |
8,533 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
CONSOLIDATING CONDENSED STATEMENT OF
OPERATIONS
Six Months Ended March 26, 2011
(in thousands)
(unaudited)
|
|
| |
|
Parent |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
|
Net sales
|
|
$ |
235,168 |
|
|
$ |
607,911 |
|
|
$ |
(75,636 |
) |
|
$ |
767,443 |
|
|
Cost of products sold and occupancy
|
|
|
171,462 |
|
|
|
425,291 |
|
|
|
(75,636 |
) |
|
|
521,117 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
63,706 |
|
|
|
182,620 |
|
|
|
0 |
|
|
|
246,326 |
|
|
Selling, general and administrative expenses
|
|
|
59,409 |
|
|
|
133,770 |
|
|
|
0 |
|
|
|
193,179 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
4,297 |
|
|
|
48,850 |
|
|
|
0 |
|
|
|
53,147 |
|
|
Interest – net
|
|
|
(18,356 |
) |
|
|
167 |
|
|
|
0 |
|
|
|
(18,189 |
) |
|
Other income (expense)
|
|
|
(2,035 |
) |
|
|
1,833 |
|
|
|
0 |
|
|
|
(202 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
(16,094 |
) |
|
|
50,850 |
|
|
|
0 |
|
|
|
34,756 |
|
|
Income tax (tax benefit)
|
|
|
(5,537 |
) |
|
|
17,610 |
|
|
|
0 |
|
|
|
12,073 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) including noncontrolling interest
|
|
|
(10,557 |
) |
|
|
33,240 |
|
|
|
0 |
|
|
|
22,683 |
|
|
Income attributable to noncontrolling interest
|
|
|
509 |
|
|
|
0 |
|
|
|
0 |
|
|
|
509 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) attributable to Central Garden & Pet Co. before equity in undistributed income of guarantor subsidiaries
|
|
|
(11,066 |
) |
|
|
33,240 |
|
|
|
0 |
|
|
|
22,174 |
|
|
Equity in undistributed income of guarantor subsidiaries
|
|
|
33,240 |
|
|
|
0 |
|
|
|
(33,240 |
) |
|
|
0 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Central Garden & Pet Co.
|
|
$ |
22,174 |
|
|
$ |
33,240 |
|
|
$ |
(33,240 |
) |
|
$ |
22,174 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
CONSOLIDATING CONDENSED BALANCE SHEET
March 26, 2011
(in thousands)
(unaudited)
|
|
| |
|
Parent |
|
|
Guarantor
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
9,929 |
|
|
$ |
1,257 |
|
|
$ |
0 |
|
|
$ |
11,186 |
|
|
Short term investments
|
|
|
15,320 |
|
|
|
0 |
|
|
|
0 |
|
|
|
15,320 |
|
|
Accounts receivable, net
|
|
|
114,214 |
|
|
|
233,996 |
|
|
|
(21,120 |
) |
|
|
327,090 |
|
|
Inventories
|
|
|
132,312 |
|
|
|
249,503 |
|
|
|
0 |
|
|
|
381,815 |
|
|
Prepaid expenses and other assets
|
|
|
21,086 |
|
|
|
22,569 |
|
|
|
0 |
|
|
|
43,655 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
292,861 |
|
|
|
507,325 |
|
|
|
(21,120 |
) |
|
|
779,066 |
|
|
Land, buildings, improvements and equipment, net
|
|
|
67,711 |
|
|
|
102,020 |
|
|
|
0 |
|
|
|
169,731 |
|
|
Goodwill
|
|
|
0 |
|
|
|
209,548 |
|
|
|
0 |
|
|
|
209,548 |
|
|
Investment in guarantors
|
|
|
733,320 |
|
|
|
0 |
|
|
|
(733,320 |
) |
|
|
0 |
|
|
Deferred income taxes and other assets
|
|
|
31,442 |
|
|
|
82,770 |
|
|
|
0 |
|
|
|
114,212 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,125,334 |
|
|
$ |
901,663 |
|
|
$ |
(754,440 |
) |
|
$ |
1,272,557 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
62,849 |
|
|
$ |
121,893 |
|
|
$ |
(21,120 |
) |
|
$ |
163,622 |
|
|
Accrued expenses and other current liabilities
|
|
|
39,765 |
|
|
|
44,770 |
|
|
|
0 |
|
|
|
84,535 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
102,614 |
|
|
|
166,663 |
|
|
|
(21,120 |
) |
|
|
248,157 |
|
|
Long-term debt
|
|
|
517,073 |
|
|
|
61 |
|
|
|
0 |
|
|
|
517,134 |
|
|
Other long-term obligations
|
|
|
2,271 |
|
|
|
1,619 |
|
|
|
0 |
|
|
|
3,890 |
|
|
Shareholders' equity attributable to Central Garden & Pet Co.
|
|
|
502,920 |
|
|
|
733,320 |
|
|
|
(733,320 |
) |
|
|
502,920 |
|
|
Noncontrolling interest
|
|
|
456 |
|
|
|
0 |
|
|
|
0 |
|
|
|
456 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
503,376 |
|
|
|
733,320 |
|
|
|
(733,320 |
) |
|
|
503,376 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,125,334 |
|
|
$ |
901,663 |
|
|
$ |
(754,440 |
) |
|
$ |
1,272,557 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
CONSOLIDATING CONDENSED BALANCE SHEET
March 24, 2012
(in thousands)
(unaudited)
|
|
| |
|
Parent |
|
|
Guarantor
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
7,960 |
|
|
$ |
2,321 |
|
|
$ |
0 |
|
|
$ |
10,281 |
|
|
Short term investments
|
|
|
17,820 |
|
|
|
0 |
|
|
|
0 |
|
|
|
17,820 |
|
|
Accounts receivable, net
|
|
|
101,502 |
|
|
|
219,041 |
|
|
|
(11,244 |
) |
|
|
309,299 |
|
|
Inventories
|
|
|
120,463 |
|
|
|
260,349 |
|
|
|
0 |
|
|
|
380,812 |
|
|
Prepaid expenses and other assets
|
|
|
25,860 |
|
|
|
21,867 |
|
|
|
0 |
|
|
|
47,727 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
273,605 |
|
|
|
503,578 |
|
|
|
(11,244 |
) |
|
|
765,939 |
|
|
Land, buildings, improvements and equipment, net
|
|
|
76,292 |
|
|
|
106,277 |
|
|
|
0 |
|
|
|
182,569 |
|
|
Goodwill
|
|
|
0 |
|
|
|
210,223 |
|
|
|
0 |
|
|
|
210,223 |
|
|
Investment in guarantors
|
|
|
724,180 |
|
|
|
0 |
|
|
|
(724,180 |
) |
|
|
0 |
|
|
Deferred income taxes and other assets
|
|
|
41,137 |
|
|
|
60,206 |
|
|
|
0 |
|
|
|
101,343 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,115,214 |
|
|
$ |
880,284 |
|
|
$ |
(735,424 |
) |
|
$ |
1,260,074 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
46,300 |
|
|
$ |
115,549 |
|
|
$ |
(11,244 |
) |
|
$ |
150,605 |
|
|
Accrued expenses and other current liabilities
|
|
|
36,661 |
|
|
|
38,682 |
|
|
|
0 |
|
|
|
75,343 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
82,961 |
|
|
|
154,231 |
|
|
|
(11,244 |
) |
|
|
225,948 |
|
|
Long-term debt
|
|
|
566,434 |
|
|
|
169 |
|
|
|
0 |
|
|
|
566,603 |
|
|
Other long-term obligations
|
|
|
16,872 |
|
|
|
1,704 |
|
|
|
0 |
|
|
|
18,576 |
|
|
Shareholders' equity attributable to Central Garden & Pet Co.
|
|
|
448,774 |
|
|
|
724,180 |
|
|
|
(724,180 |
) |
|
|
448,774 |
|
|
Noncontrolling interest
|
|
|
173 |
|
|
|
0 |
|
|
|
0 |
|
|
|
173 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
448,947 |
|
|
|
724,180 |
|
|
|
(724,180 |
) |
|
|
448,947 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,115,214 |
|
|
$ |
880,284 |
|
|
$ |
(735,424 |
) |
|
$ |
1,260,074 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
CONSOLIDATING CONDENSED STATEMENT OF
CASH FLOWS
Six Months Ended March 24, 2012
( in thousands)
(unaudited)
|
|
| |
|
Parent |
|
|
Guarantor
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
|
Net cash used by operating activities
|
|
$ |
(24,798 |
) |
|
$ |
(50,260 |
) |
|
$ |
(18,388 |
) |
|
$ |
(93,446 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property and equipment
|
|
|
(8,357 |
) |
|
|
(8,611 |
) |
|
|
0 |
|
|
|
(16,968 |
) |
|
Investment in guarantor subsidiaries
|
|
|
(78,304 |
) |
|
|
59,916 |
|
|
|
18,388 |
|
|
|
0 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by investing activities
|
|
|
(86,661 |
) |
|
|
51,305 |
|
|
|
18,388 |
|
|
|
(16,968 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments of long-term debt
|
|
|
(117 |
) |
|
|
(60 |
) |
|
|
0 |
|
|
|
(177 |
) |
|
Borrowings under revolving line of credit
|
|
|
254,000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
254,000 |
|
|
Repayments under revolving line of credit
|
|
|
(172,000 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(172,000 |
) |
|
Issuance of long-term debt
|
|
|
49,264 |
|
|
|
0 |
|
|
|
0 |
|
|
|
49,264 |
|
|
Repurchase of common stock
|
|
|
(21,689 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(21,689 |
) |
|
Payment of financing costs
|
|
|
(1,488 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(1,488 |
) |
|
Proceeds from issuance of common stock
|
|
|
396 |
|
|
|
0 |
|
|
|
0 |
|
|
|
396 |
|
|
Excess tax benefits from stock-based awards
|
|
|
199 |
|
|
|
0 |
|
|
|
0 |
|
|
|
199 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used by) financing activities
|
|
|
108,565 |
|
|
|
(60 |
) |
|
|
0 |
|
|
|
108,505 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
221 |
|
|
|
(62 |
) |
|
|
0 |
|
|
|
159 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(2,673 |
) |
|
|
923 |
|
|
|
0 |
|
|
|
(1,750 |
) |
|
Cash and cash equivalents at beginning of period
|
|
|
10,633 |
|
|
|
1,398 |
|
|
|
0 |
|
|
|
12,031 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
7,960 |
|
|
$ |
2,321 |
|
|
$ |
0 |
|
|
$ |
10,281 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
CONSOLIDATING CONDENSED STATEMENT OF
CASH FLOWS
Six Months Ended March 26, 2011
( in thousands)
(unaudited)
|
|
| |
|
Parent |
|
|
Guarantor
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
|
Net cash used by operating activities
|
|
$ |
(13,693 |
) |
|
$ |
(58,654 |
) |
|
$ |
(33,874 |
) |
|
$ |
(106,221 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property and equipment
|
|
|
(7,266 |
) |
|
|
(6,547 |
) |
|
|
0 |
|
|
|
(13,813 |
) |
|
Businesses acquired, net of cash acquired
|
|
|
(24,202 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(24,202 |
) |
|
Investment in guarantor subsidiaries
|
|
|
(99,412 |
) |
|
|
65,538 |
|
|
|
33,874 |
|
|
|
0 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by investing activities
|
|
|
(130,880 |
) |
|
|
58,991 |
|
|
|
33,874 |
|
|
|
(38,015 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments of long-term debt
|
|
|
(43 |
) |
|
|
(89 |
) |
|
|
0 |
|
|
|
(132 |
) |
|
Borrowings under revolving line of credit
|
|
|
238,000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
238,000 |
|
|
Repayments under revolving line of credit
|
|
|
(121,000 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(121,000 |
) |
|
Repurchase of common stock
|
|
|
(52,509 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(52,509 |
) |
|
Proceeds from issuance of common stock
|
|
|
641 |
|
|
|
0 |
|
|
|
0 |
|
|
|
641 |
|
|
Excess tax benefits from stock-based awards
|
|
|
412 |
|
|
|
0 |
|
|
|
0 |
|
|
|
412 |
|
|
Distribution to noncontrolling interest
|
|
|
(1,500 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(1,500 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used by) financing activities
|
|
|
64,001 |
|
|
|
(89 |
) |
|
|
0 |
|
|
|
63,912 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
236 |
|
|
|
(186 |
) |
|
|
0 |
|
|
|
50 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(80,336 |
) |
|
|
62 |
|
|
|
0 |
|
|
|
(80,274 |
) |
|
Cash and cash equivalents at beginning of period
|
|
|
90,265 |
|
|
|
1,195 |
|
|
|
0 |
|
|
|
91,460 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
9,929 |
|
|
$ |
1,257 |
|
|
$ |
0 |
|
|
$ |
11,186 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|