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.
Gulfstream Home & Garden, Inc.
Kaytee Products, Inc.
Matson, LLC
New
England Pottery, LLC
Pennington Seed, Inc. (including Gro Tec, Inc. and All-Glass Aquarium Co., Inc.)
Pets International, Ltd.
T.F.H. Publications, Inc.
Wellmark International (including B2E Corporation and
B2E Biotech LLC)
During the fourth quarter of fiscal 2012, the Company merged certain subsidiaries into the Parent. In the
first three quarters of fiscal 2012, the following were included as Guarantor Subsidiaries because they were separate legal entities at that time:
Grant Laboratories, Inc.
Interpet USA, LLC
Matthews Redwood & Nursery Supply, Inc.
Fiscal 2013 financial results reflect these entities as part of the Parent. Fiscal 2012 financial results presented herein have been restated to reflect the current Guarantor Subsidiaries.
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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CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
Three Months Ended December 29, 2012 (in
thousands) (unaudited)
|
|
|
|
Parent |
|
|
Guarantor Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
Net sales
|
|
$ |
96,003 |
|
|
$ |
209,045 |
|
|
$ |
(12,551 |
) |
|
$ |
292,497 |
|
Cost of products sold and occupancy
|
|
|
74,843 |
|
|
|
153,246 |
|
|
|
(12,551 |
) |
|
|
215,538 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
21,160 |
|
|
|
55,799 |
|
|
|
0 |
|
|
|
76,959 |
|
Selling, general and administrative expenses
|
|
|
28,519 |
|
|
|
61,534 |
|
|
|
0 |
|
|
|
90,053 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(7,359 |
) |
|
|
(5,735 |
) |
|
|
0 |
|
|
|
(13,094 |
) |
Interest – net
|
|
|
(10,299 |
) |
|
|
49 |
|
|
|
0 |
|
|
|
(10,250 |
) |
Other income (loss )
|
|
|
248 |
|
|
|
(1,229 |
) |
|
|
0 |
|
|
|
(981 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(17,410 |
) |
|
|
(6,915 |
) |
|
|
0 |
|
|
|
(24,325 |
) |
Income tax benefit
|
|
|
(6,383 |
) |
|
|
(2,595 |
) |
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|
0 |
|
|
|
(8,978 |
) |
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|
|
|
|
|
|
|
|
|
|
|
|
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Loss including noncontrolling interest
|
|
|
(11,027 |
) |
|
|
(4,320 |
) |
|
|
|
|
|
|
(15,347 |
) |
Loss attributable to noncontrolling interest
|
|
|
(78 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(78 |
) |
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|
|
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Loss attributable to Central Garden & Pet Company before equity in undistributed income of guarantor
subsidiaries
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|
(10,949 |
) |
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|
(4,320 |
) |
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0 |
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(15,269 |
) |
Equity in undistributed income of guarantor subsidiaries
|
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(4,320 |
) |
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0 |
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|
4,320 |
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0 |
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Net loss attributable to Central Garden & Pet Co.
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$ |
(15,269 |
) |
|
$ |
(4,320 |
) |
|
$ |
4,320 |
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$ |
(15,269 |
) |
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CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
Three Months Ended December 24, 2011 (in
thousands) (unaudited)
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Parent |
|
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Guarantor Subsidiaries
|
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Eliminations |
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Consolidated |
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Net sales
|
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$ |
101,913 |
|
|
$ |
214,424 |
|
|
$ |
(14,271 |
) |
|
$ |
302,066 |
|
Cost of products sold and occupancy
|
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|
78,735 |
|
|
|
156,864 |
|
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(14,271 |
) |
|
|
221,328 |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Gross profit
|
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|
23,178 |
|
|
|
57,560 |
|
|
|
0 |
|
|
|
80,738 |
|
Selling, general and administrative expenses
|
|
|
29,201 |
|
|
|
62,817 |
|
|
|
0 |
|
|
|
92,018 |
|
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|
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|
|
|
|
|
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|
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Loss from operations
|
|
|
(6,023 |
) |
|
|
(5,257 |
) |
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0 |
|
|
|
(11,280 |
) |
Interest – net
|
|
|
(9,602 |
) |
|
|
83 |
|
|
|
0 |
|
|
|
(9,519 |
) |
Other income (loss )
|
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|
709 |
|
|
|
(823 |
) |
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|
0 |
|
|
|
(114 |
) |
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|
|
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|
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|
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|
|
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Loss before income taxes
|
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|
(14,916 |
) |
|
|
(5,997 |
) |
|
|
0 |
|
|
|
(20,913 |
) |
Income tax benefit
|
|
|
(5,444 |
) |
|
|
(2,202 |
) |
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0 |
|
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|
(7,646 |
) |
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|
|
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|
|
|
|
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Loss including noncontrolling interest
|
|
|
(9,472 |
) |
|
|
(3,795 |
) |
|
|
|
|
|
|
(13,267 |
) |
Loss attributable to noncontrolling interest
|
|
|
(177 |
) |
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|
0 |
|
|
|
0 |
|
|
|
(177 |
) |
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|
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Loss attributable to Central Garden & Pet Company before equity in undistributed income of guarantor
subsidiaries
|
|
|
(9,295 |
) |
|
|
(3,795 |
) |
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|
0 |
|
|
|
(13,090 |
) |
Equity in undistributed income of guarantor subsidiaries
|
|
|
(3,795 |
) |
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0 |
|
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|
3,795 |
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|
0 |
|
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|
|
|
|
|
|
|
|
|
|
|
|
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Net loss attributable to Central Garden & Pet Co.
|
|
$ |
(13,090 |
) |
|
$ |
(3,795 |
) |
|
$ |
3,795 |
|
|
$ |
(13,090 |
) |
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CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
Three Months Ended December 29, 2012 (in
thousands) (unaudited)
|
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|
Parent |
|
|
Guarantor Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
Net loss
|
|
$ |
(11,027 |
) |
|
$ |
(4,320 |
) |
|
$ |
0 |
|
|
$ |
(15,347 |
) |
Other comprehensive loss:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Foreign currency translation
|
|
|
(42 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(42 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
(11,069 |
) |
|
|
(4,320 |
) |
|
|
0 |
|
|
|
(15,389 |
) |
Comprehensive loss attributable to noncontrolling interests
|
|
|
(78 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(78 |
) |
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|
|
|
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Comprehensive loss attributable to Central Garden & Pet Company
|
|
$ |
(10,991 |
) |
|
$ |
(4,320 |
) |
|
$ |
0 |
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|
$ |
(15,311 |
) |
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CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
Three Months Ended December 24, 2011 (in
thousands) (unaudited)
|
|
|
|
Parent |
|
|
Guarantor Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
Net loss
|
|
$ |
(9,472 |
) |
|
$ |
(3,795 |
) |
|
$ |
0 |
|
|
$ |
(13,267 |
) |
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
|
|
|
91 |
|
|
|
0 |
|
|
|
0 |
|
|
|
91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
(9,381 |
) |
|
|
(3,795 |
) |
|
|
0 |
|
|
|
(13,176 |
) |
Comprehensive loss attributable to noncontrolling interests
|
|
|
(177 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(177 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss attributable to Central Garden & Pet Company
|
|
$ |
(9,204 |
) |
|
$ |
(3,795 |
) |
|
$ |
0 |
|
|
$ |
(12,999 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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CONSOLIDATING CONDENSED BALANCE SHEET
December 29, 2012 (in thousands) (unaudited)
|
|
|
|
Parent |
|
|
Guarantor Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
7,925 |
|
|
$ |
4,666 |
|
|
$ |
0 |
|
|
$ |
12,591 |
|
Short term investments
|
|
|
17,820 |
|
|
|
0 |
|
|
|
0 |
|
|
|
17,820 |
|
Accounts receivable, net
|
|
|
44,084 |
|
|
|
112,486 |
|
|
|
(5,803 |
) |
|
|
150,767 |
|
Inventories
|
|
|
129,785 |
|
|
|
267,940 |
|
|
|
0 |
|
|
|
397,725 |
|
Prepaid expenses and other assets
|
|
|
38,498 |
|
|
|
28,131 |
|
|
|
0 |
|
|
|
66,629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
238,112 |
|
|
|
413,223 |
|
|
|
(5,803 |
) |
|
|
645,532 |
|
Land, buildings, improvements and equipment, net
|
|
|
82,899 |
|
|
|
109,587 |
|
|
|
0 |
|
|
|
192,486 |
|
Goodwill
|
|
|
|
|
|
|
210,223 |
|
|
|
0 |
|
|
|
210,223 |
|
Investment in guarantors
|
|
|
666,645 |
|
|
|
0 |
|
|
|
(666,645 |
) |
|
|
0 |
|
Deferred income taxes and other assets
|
|
|
54,445 |
|
|
|
43,386 |
|
|
|
0 |
|
|
|
97,831 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,042,101 |
|
|
$ |
776,419 |
|
|
$ |
(672,448 |
) |
|
$ |
1,146,072 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
65,042 |
|
|
$ |
71,245 |
|
|
$ |
(5,803 |
) |
|
$ |
130,484 |
|
Accrued expenses and other current liabilities
|
|
|
47,186 |
|
|
|
36,703 |
|
|
|
0 |
|
|
|
83,889 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
112,228 |
|
|
|
107,948 |
|
|
|
(5,803 |
) |
|
|
214,373 |
|
Long-term debt
|
|
|
450,374 |
|
|
|
72 |
|
|
|
0 |
|
|
|
450,446 |
|
Other long-term obligations
|
|
|
29,214 |
|
|
|
1,754 |
|
|
|
0 |
|
|
|
30,968 |
|
Shareholders’ equity attributable to Central Garden & Pet Co.
|
|
|
450,046 |
|
|
|
666,645 |
|
|
|
(666,645 |
) |
|
|
450,046 |
|
Noncontrolling interest
|
|
|
239 |
|
|
|
0 |
|
|
|
0 |
|
|
|
239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
450,285 |
|
|
|
666,645 |
|
|
|
(666,645 |
) |
|
|
450,285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,042,101 |
|
|
$ |
776,419 |
|
|
$ |
(672,448 |
) |
|
$ |
1,146,072 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED BALANCE SHEET
September 29, 2012 (in thousands)
|
|
|
|
Parent |
|
|
Guarantor Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
ASSETS |
|
|
|
|
Cash and cash equivalents
|
|
$ |
44,662 |
|
|
$ |
3,813 |
|
|
$ |
0 |
|
|
$ |
48,475 |
|
Short term investments
|
|
|
22,705 |
|
|
|
0 |
|
|
|
0 |
|
|
|
22,705 |
|
Accounts receivable, net
|
|
|
48,339 |
|
|
|
159,328 |
|
|
|
(5,245 |
) |
|
|
202,422 |
|
Inventories
|
|
|
97,017 |
|
|
|
233,015 |
|
|
|
0 |
|
|
|
330,032 |
|
Prepaid expenses and other assets
|
|
|
25,242 |
|
|
|
22,907 |
|
|
|
0 |
|
|
|
48,149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
237,965 |
|
|
|
419,063 |
|
|
|
(5,245 |
) |
|
|
651,783 |
|
Land, buildings, improvements and equipment, net
|
|
|
81,727 |
|
|
|
109,436 |
|
|
|
0 |
|
|
|
191,163 |
|
Goodwill
|
|
|
0 |
|
|
|
210,223 |
|
|
|
0 |
|
|
|
210,223 |
|
Investment in guarantors
|
|
|
654,362 |
|
|
|
0 |
|
|
|
(654,362 |
) |
|
|
0 |
|
Other assets
|
|
|
54,910 |
|
|
|
41,468 |
|
|
|
0 |
|
|
|
96,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,028,964 |
|
|
$ |
780,190 |
|
|
$ |
(659,607 |
) |
|
$ |
1,149,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
49,894 |
|
|
$ |
82,013 |
|
|
$ |
(5,245 |
) |
|
$ |
126,662 |
|
Accrued expenses and other liabilities
|
|
|
38,673 |
|
|
|
41,149 |
|
|
|
0 |
|
|
|
79,822 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
88,567 |
|
|
|
123,162 |
|
|
|
(5,245 |
) |
|
|
206,484 |
|
Long-term debt
|
|
|
449,387 |
|
|
|
96 |
|
|
|
0 |
|
|
|
449,483 |
|
Other long-term obligations
|
|
|
26,127 |
|
|
|
2,570 |
|
|
|
0 |
|
|
|
28,697 |
|
Shareholders’ equity attributable to Central Garden & Pet
|
|
|
463,937 |
|
|
|
654,362 |
|
|
|
(654,362 |
) |
|
|
463,937 |
|
Noncontrolling interest
|
|
|
946 |
|
|
|
0 |
|
|
|
0 |
|
|
|
946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
464,883 |
|
|
|
654,362 |
|
|
|
(654,362 |
) |
|
|
464,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,028,964 |
|
|
$ |
780,190 |
|
|
$ |
(659,607 |
) |
|
$ |
1,149,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
45,519 |
|
|
|
98,548 |
|
|
|
(4,813 |
) |
|
|
139,254 |
|
Inventories
|
|
|
124,538 |
|
|
|
241,205 |
|
|
|
0 |
|
|
|
365,743 |
|
Prepaid expenses and other assets
|
|
|
35,823 |
|
|
|
26,791 |
|
|
|
0 |
|
|
|
62,614 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
231,430 |
|
|
|
369,103 |
|
|
|
(4,813 |
) |
|
|
595,720 |
|
Land, buildings, improvements and equipment, net
|
|
|
75,071 |
|
|
|
105,330 |
|
|
|
0 |
|
|
|
180,401 |
|
Goodwill
|
|
|
0 |
|
|
|
210,223 |
|
|
|
0 |
|
|
|
210,223 |
|
Investment in guarantors
|
|
|
633,623 |
|
|
|
0 |
|
|
|
(633,623 |
) |
|
|
0 |
|
Other assets
|
|
|
43,770 |
|
|
|
58,155 |
|
|
|
0 |
|
|
|
101,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
983,894 |
|
|
$ |
742,811 |
|
|
$ |
(638,436 |
) |
|
$ |
1,088,269 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
45,011 |
|
|
$ |
81,811 |
|
|
$ |
(4,813 |
) |
|
$ |
122,009 |
|
Accrued expenses and other liabilities
|
|
|
41,605 |
|
|
|
25,585 |
|
|
|
0 |
|
|
|
67,190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
86,616 |
|
|
|
107,396 |
|
|
|
(4,813 |
) |
|
|
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
|
|
|
424,643 |
|
|
|
633,623 |
|
|
|
(633,623 |
) |
|
|
424,643 |
|
Noncontrolling interest
|
|
|
(172 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(172 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
424,471 |
|
|
|
633,623 |
|
|
|
(633,623 |
) |
|
|
424,471 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
983,894 |
|
|
$ |
742,811 |
|
|
$ |
(638,436 |
) |
|
$ |
1,088,269 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
Three Months Ended December 29, 2012
( in thousands)
(unaudited)
|
|
|
|
Parent |
|
|
Guarantor Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
Net cash provided (used) by operating activities
|
|
$ |
(25,358 |
) |
|
$ |
(7,003 |
) |
|
$ |
4,320 |
|
|
$ |
(28,041 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property and equipment
|
|
|
(4,142 |
) |
|
|
(3,883 |
) |
|
|
0 |
|
|
|
(8,025 |
) |
Proceeds from short term investments
|
|
|
4,885 |
|
|
|
0 |
|
|
|
0 |
|
|
|
4,885 |
|
Payment to acquire companies
|
|
|
0 |
|
|
|
(4,835 |
) |
|
|
0 |
|
|
|
(4,835 |
) |
Investment in guarantor subsidiaries
|
|
|
(12,283 |
) |
|
|
16,603 |
|
|
|
(4,320 |
) |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by investing activities
|
|
|
(11,540 |
) |
|
|
7,885 |
|
|
|
(4,320 |
) |
|
|
(7,975 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments of long-term debt
|
|
|
(55 |
) |
|
|
(29 |
) |
|
|
0 |
|
|
|
(84 |
) |
Borrowings under revolving line of credit
|
|
|
4,000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
4,000 |
|
Repayments under revolving line of credit
|
|
|
(3,000 |
) |
|
|
|
|
|
|
0 |
|
|
|
(3,000 |
) |
Repurchase of common stock
|
|
|
(327 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(327 |
) |
Proceeds from issuance of common stock
|
|
|
97 |
|
|
|
0 |
|
|
|
0 |
|
|
|
97 |
|
Distribution to minority interest
|
|
|
(629 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(629 |
) |
Excess tax benefits from stock-based awards
|
|
|
74 |
|
|
|
0 |
|
|
|
0 |
|
|
|
74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by financing activities
|
|
|
160 |
|
|
|
(29 |
) |
|
|
0 |
|
|
|
131 |
|
Effect of exchange rate changes on cash
|
|
|
1 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(36,737 |
) |
|
|
853 |
|
|
|
0 |
|
|
|
(35,884 |
) |
Cash and cash equivalents at beginning of period
|
|
|
44,662 |
|
|
|
3,813 |
|
|
|
0 |
|
|
|
48,475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
7,925 |
|
|
$ |
4,666 |
|
|
$ |
0 |
|
|
$ |
12,591 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$ |
(16,257 |
) |
|
$ |
15,941 |
|
|
$ |
3,795 |
|
|
$ |
3,479 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property and equipment
|
|
|
(4,665 |
) |
|
|
(4,520 |
) |
|
|
0 |
|
|
|
(9,185 |
) |
Investment in guarantor subsidiaries
|
|
|
14,003 |
|
|
|
(10,208 |
) |
|
|
(3,795 |
) |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by investing activities
|
|
|
9,338 |
|
|
|
(14,728 |
) |
|
|
(3,795 |
) |
|
|
(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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|