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 (Tables)

Consolidating Condensed Financial Information of Guarantor Subsidiaries (Tables)

12 Months Ended

Sep. 28, 2013

Condensed Financial Information Of Parent Company Only Disclosure [Abstract]

Condensed Statement of Operations Based on Company's Understanding of SEC's Interpretation


	CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Fiscal Year Ended September 28, 2013 (in thousands)
	Parent			Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	502,311		$	1,198,672	$	(47,350	)	$	1,653,633
Cost of goods sold and occupancy		402,801			834,280		(47,350	)		1,189,731

Gross profit		99,510			364,392		0			463,902
Selling, general and administrative expenses		141,447			274,591		0			416,038
Goodwill impairment		0			7,709		0			7,709

Income (loss) from operations		(41,937	)		82,092		0			40,155
Interest – net		(43,047	)		77		0			(42,970	)
Other income (expense)		(3,791	)		3,114		0			(677	)

Income (loss) before income taxes and noncontrolling interest		(88,775	)		85,283		0			(3,492	)
Income tax expense (benefit)		(47,803	)		45,211		0			(2,592	)

Net income (loss) including noncontrolling interest		(40,972	)		40,072		0			(900	)
Net income attributable to noncontrolling interest		1,029			0		0			1,029

Net income (loss) attributable to Central Garden & Pet Company before equity in undistributed income of guarantor subsidiaries		(42,001	)		40,072		0			(1,929	)
Equity in undistributed income of guarantor subsidiaries		40,072			0		(40,072	)		0

Net income attributable to Central Garden & Pet Company	$	(1,929	)	$	40,072	$	(40,072	)	$	(1,929	)


	CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Fiscal Year Ended September 29, 2012 (in thousands)
	Parent			Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	527,901		$	1,244,430	$	(72,318	)	$	1,700,013
Cost of goods sold and occupancy		383,990			874,183		(72,318	)		1,185,855

Gross profit		143,911			370,247		0			514,158
Selling, general and administrative expenses		144,171			295,566		0			439,737

Income (loss) from operations		(260	)		74,681		0			74,421
Interest – net		(40,324	)		154		0			(40,170	)
Other income (expense)		(3,764	)		4,442		0			678

Income (loss) before income taxes and noncontrolling interest		(44,348	)		79,277		0			34,929
Income tax expense (benefit)		(15,698	)		28,514		0			12,816

Net income (loss) including noncontrolling interest		(28,650	)		50,763		0			22,113
Net income attributable to noncontrolling interest		940			0		0			940

Net income (loss) attributable to Central Garden & Pet Company before equity in undistributed income of guarantor subsidiaries		(29,590	)		50,763		0			21,173
Equity in undistributed income of guarantor subsidiaries		50,763			0		(50,763	)		0

Net income attributable to Central Garden & Pet Company	$	21,173		$	50,763	$	(50,763	)	$	21,173


	CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Fiscal Year Ended September 24, 2011 (in thousands)
	Parent			Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	500,668		$	1,244,207	$	(116,223	)	$	1,628,652
Cost of goods sold and occupancy		374,215			876,741		(116,223	)		1,134,733

Gross profit		126,453			367,466		0			493,919
Selling, general and administrative expenses		132,974			275,770		0			408,744

Income from operations		(6,521	)		91,696		0			85,175
Interest – net		(37,984	)		236		0			(37,748	)
Other income (expense)		(236	)		786		0			550

Income (loss) before income taxes and noncontrolling interest		(44,741	)		92,718		0			47,977
Income tax expense (benefit)		(17,299	)		36,894		0			19,595

Net income (loss) including noncontrolling interest		(27,442	)		55,824					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		(27,501	)		55,824		0			28,323
Equity in undistributed income of guarantor subsidiaries		55,824			0		(55,824	)		0

Net income attributable to Central Garden & Pet Company	$	28,323		$	55,824	$	(55,824	)	$	28,323

Consolidating Condensed Statements of Comprehensive Income (Loss)

CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Fiscal Year Ended September 28, 2013 (in thousands) (unaudited)
	Parent			Guarantor Subsidiaries		Eliminations		Consolidated
Net income (loss)	$	(40,972	)	$	40,072	$	0	$	(900	)
Other comprehensive loss:
Foreign currency translation		(97	)		0		0		(97	)

Total comprehensive income (loss)		(41,069	)		40,072		0		(997	)
Comprehensive income attributable to noncontrolling interests		1,029			0		0		1,029

Comprehensive income (loss) attributable to Central Garden & Pet Company	$	(42,098	)	$	40,072	$	0	$	(2,026	)


	CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Fiscal Ended September 29, 2012 (in thousands) (unaudited)
	Parent			Guarantor Subsidiaries		Eliminations		Consolidated
Net income (loss)	$	(28,650	)	$	50,763	$	0	$	22,113
Other comprehensive income:
Foreign currency translation		520			0		0		520

Total comprehensive income (loss)		(28,130	)		50,763		0		22,633
Comprehensive income attributable to noncontrolling interests		940			0		0		940

Comprehensive income (loss) attributable to Central Garden & Pet Company	$	(29,070	)	$	50,763	$	0	$	21,693


	CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Fiscal Ended September 24, 2011 (in thousands) (unaudited)
	Parent			Guarantor Subsidiaries		Eliminations		Consolidated
Net income (loss)	$	(27,442	)	$	55,824	$	0	$	28,382
Other comprehensive income:
Foreign currency translation		75			0		0		75

Total comprehensive income (loss)		(27,367	)		55,824		0		28,457
Comprehensive income attributable to noncontrolling interests		59			0		0		59

Comprehensive income (loss) attributable to Central Garden & Pet Company	$	(27,426	)	$	55,824	$	0	$	28,398

Condensed Balance Sheet based on Company's Understanding of SEC Interpretation


	CONSOLIDATING CONDENSED BALANCE SHEET September 28, 2013 (in thousands)
	Parent		Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	12,441	$	2,715	$	0		$	15,156
Short term investments		17,820		0		0			17,820
Accounts receivable, net		43,660		153,734		(3,134	)		194,260
Inventories		114,662		277,272		0			391,934
Prepaid expenses and other assets		24,747		28,737		0			53,484

Total current assets		213,330		462,458		(3,134	)		672,654
Land, buildings, improvements and equipment, net		78,662		110,251		0			188,913
Goodwill		0		205,756		0			205,756
Investment in guarantors		693,615		0		(693,615	)		0
Other assets		57,255		36,582		0			93,837

Total	$	1,042,862	$	815,047	$	(696,749	)	$	1,161,160

LIABILITIES AND EQUITY
Accounts payable	$	36,869	$	69,834	$	(3,134	)	$	103,569
Accrued expenses and other liabilities		33,664		45,096		0			78,760

Total current liabilities		70,533		114,930		(3,134	)		182,329
Long-term debt		472,418		27		0			472,445
Other long-term obligations		29,887		6,475		0			36,362
Shareholders’ equity attributable to Central Garden & Pet		468,678		693,615		(693,615	)		468,678
Noncontrolling interest		1,346		0		0			1,346

Total equity		470,024		693,615		(693,615	)		470,024

Total	$	1,042,862	$	815,047	$	(696,749	)	$	1,161,160


	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

Condensed Cash Flows Statement on Company's Understanding of SEC Interpretation


	CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Fiscal Year Ended September 28, 2013 (in thousands)
	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash (used) provided by operating activities	$	(9,068	)	$	20,858		$	(40,072	)	$	(28,282	)

Additions to property		(8,993	)		(16,179	)		0			(25,172	)
Businesses acquired, net of cash acquired		0			(4,835	)		0			(4,835	)
Sale of short term investments		4,885			0			0			4,885
Investment in guarantor		(39,253	)		(819	)		40,072			0

Net cash (used) provided by investing activities		(43,361	)		(21,833	)		40,072			(25,122	)

Repayments on revolving line of credit		(368,000	)		0			0			(368,000	)
Borrowings on revolving line of credit		391,000			0			0			391,000
Repayments of long-term debt		(206	)		(126	)		0			(332	)
Proceeds from issuance of common stock		613			0			0			613
Excess tax benefits from stock-based awards		388			0			0			388
Repurchase of common stock		(2,731	)		0			0			(2,731	)
Distribution to noncontrolling interest		(629	)		0			0			(629	)

Net cash provided (used) by financing activities		20,435			(126	)		0			20,309

Effect of exchange rates on cash		(227	)		3			0			(224	)

Net increase (decrease) in cash and cash equivalents		(32,221	)		(1,098	)		0			(33,319	)
Cash and cash equivalents at beginning of year		44,662			3,813			0			48,475

Cash and cash equivalents at end of year	$	12,441		$	2,715		$	0		$	15,156


	CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Fiscal Year Ended September 29, 2012 (in thousands)
	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	74,405		$	65,527		$	(50,763	)	$	89,169

Additions to property		(20,736	)		(18,856	)		0			(39,592	)
Investment in short term investments		(4,885	)		0			0			(4,885	)
Investment in guarantor		(6,736	)		(44,027	)		50,763			0

Net cash provided (used) by investing activities		(32,357	)		(62,883	)		50,763			(44,477	)

Repayments on revolving line of credit		(339,000	)		0			0			(339,000	)
Borrowings on revolving line of credit		304,000			0			0			304,000
Proceeds from the issuance of long-term debt		49,312			0			0			49,312
Repayments of long-term debt		(231	)		(122	)		0			(353	)
Proceeds from issuance of common stock		2,129			0			0			2,129
Excess tax benefits from stock-based awards		1,881			0			0			1,881
Repurchase of common stock		(24,829	)		0			0			(24,829	)
Payment of financing costs		(1,715	)		0			0			(1,715	)

Net cash used in financing activities		(8,453	)		(122	)		0			(8,575	)

Effect of exchange rates on cash		434			(107	)		0			327

Net increase (decrease) in cash and cash equivalents		34,029			2,415			0			36,444
Cash and cash equivalents at beginning of year		10,633			1,398			0			12,031

Cash and cash equivalents at end of year	$	44,662		$	3,813		$	0		$	48,475


	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	$	50,459		$	56,373		$	(55,824	)	$	51,008

Additions to property		(16,802	)		(14,761	)		0			(31,563	)
Businesses acquired, net of cash acquired		(23,403	)		(1,904	)		0			(25,307	)
Return of equity investment		3,133			0			0			3,133
Investment in short term investments		(2,500	)		0			0			(2,500	)
Investment in guarantor		(16,719	)		(39,105	)		55,824			0

Net cash used by investing activities		(56,291	)		(55,770	)		55,824			(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	)
Payment of financing costs		(1,055	)		0			0			(1,055	)
Distribution to noncontrolling interest		(1,500	)		0			0			(1,500	)

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