| Consolidating Condensed Financial Information of Guarantor Subsidiaries |
13. 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
2018 Notes. Certain subsidiaries and operating divisions are not
guarantors of the Notes (collectively, the “Non-Guarantor
entities”) 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)
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 28, 2013
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Parent |
|
|
Guarantor
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
|
Net sales
|
|
$ |
96,339 |
|
|
$ |
205,306 |
|
|
$ |
(11,124 |
) |
|
$ |
290,521 |
|
|
Cost of products sold and occupancy
|
|
|
76,747 |
|
|
|
145,157 |
|
|
|
(11,124 |
) |
|
|
210,780 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
19,592 |
|
|
|
60,149 |
|
|
|
0 |
|
|
|
79,741 |
|
|
Selling, general and administrative expenses
|
|
|
28,375 |
|
|
|
59,721 |
|
|
|
0 |
|
|
|
88,096 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
(8,783 |
) |
|
|
428 |
|
|
|
0 |
|
|
|
(8,355 |
) |
|
Interest – net
|
|
|
(12,184 |
) |
|
|
(20 |
) |
|
|
0 |
|
|
|
(12,204 |
) |
|
Other income (loss )
|
|
|
415 |
|
|
|
(583 |
) |
|
|
0 |
|
|
|
(168 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(20,552 |
) |
|
|
(175 |
) |
|
|
0 |
|
|
|
(20,727 |
) |
|
Income tax benefit
|
|
|
(7,848 |
) |
|
|
(67 |
) |
|
|
0 |
|
|
|
(7,915 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss including noncontrolling interest
|
|
|
(12,704 |
) |
|
|
(108 |
) |
|
|
|
|
|
|
(12,812 |
) |
|
Loss attributable to noncontrolling interest
|
|
|
(104 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(104 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss attributable to Central Garden & Pet Company before
equity in undistributed income of guarantor subsidiaries
|
|
|
(12,600 |
) |
|
|
(108 |
) |
|
|
0 |
|
|
|
(12,708 |
) |
|
Equity in undistributed income of guarantor subsidiaries
|
|
|
(108 |
) |
|
|
0 |
|
|
|
108 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to Central Garden & Pet Co.
|
|
$ |
(12,708 |
) |
|
$ |
(108 |
) |
|
$ |
108 |
|
|
$ |
(12,708 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
) |
|
|
0 |
|
|
|
(8,978 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss including noncontrolling interest
|
|
|
(11,027 |
) |
|
|
(4,320 |
) |
|
|
|
|
|
|
(15,347 |
) |
|
Loss attributable to noncontrolling interest
|
|
|
(78 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(78 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss attributable to Central Garden & Pet Company before
equity in undistributed income of guarantor subsidiaries
|
|
|
(10,949 |
) |
|
|
(4,320 |
) |
|
|
0 |
|
|
|
(15,269 |
) |
|
Equity in undistributed income of guarantor subsidiaries
|
|
|
(4,320 |
) |
|
|
0 |
|
|
|
4,320 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to Central Garden & Pet Co.
|
|
$ |
(15,269 |
) |
|
$ |
(4,320 |
) |
|
$ |
4,320 |
|
|
$ |
(15,269 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE
INCOME (LOSS)
Three Months Ended December 28, 2013
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Parent |
|
|
Guarantor
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
|
Net loss
|
|
$ |
(12,704 |
) |
|
$ |
(108 |
) |
|
$ |
0 |
|
|
$ |
(12,812 |
) |
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
|
|
|
85 |
|
|
|
0 |
|
|
|
0 |
|
|
|
85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
(12,619 |
) |
|
|
(108 |
) |
|
|
0 |
|
|
|
(12,727 |
) |
|
Comprehensive loss attributable to noncontrolling interests
|
|
|
(104 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(104 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss attributable to Central Garden & Pet
Company
|
|
$ |
(12,515 |
) |
|
$ |
(108 |
) |
|
$ |
0 |
|
|
$ |
(12,623 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE
INCOME (LOSS)
Three Months Ended December 29, 2012
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Parent |
|
|
Guarantor
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
|
Net loss
|
|
$ |
(11,027 |
) |
|
$ |
(4,320 |
) |
|
$ |
0 |
|
|
$ |
(15,347 |
) |
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss attributable to Central Garden & Pet
Company
|
|
$ |
(10,991 |
) |
|
$ |
(4,320 |
) |
|
$ |
0 |
|
|
$ |
(15,311 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED BALANCE SHEET
December 28, 2013
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Parent |
|
|
Guarantor
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
13,142 |
|
|
$ |
3,569 |
|
|
$ |
0 |
|
|
$ |
16,711 |
|
|
Short term investments
|
|
|
14,220 |
|
|
|
0 |
|
|
|
0 |
|
|
|
14,220 |
|
|
Accounts receivable, net
|
|
|
43,850 |
|
|
|
103,997 |
|
|
|
(4,742 |
) |
|
|
143,105 |
|
|
Inventories
|
|
|
137,276 |
|
|
|
290,163 |
|
|
|
0 |
|
|
|
427,439 |
|
|
Prepaid expenses and other assets
|
|
|
34,595 |
|
|
|
34,505 |
|
|
|
0 |
|
|
|
69,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
243,083 |
|
|
|
432,234 |
|
|
|
(4,742 |
) |
|
|
670,575 |
|
|
Land, buildings, improvements and equipment, net
|
|
|
76,990 |
|
|
|
110,148 |
|
|
|
0 |
|
|
|
187,138 |
|
|
Goodwill
|
|
|
0 |
|
|
|
205,756 |
|
|
|
0 |
|
|
|
205,756 |
|
|
Investment in guarantors
|
|
|
657,919 |
|
|
|
0 |
|
|
|
(657,919 |
) |
|
|
0 |
|
|
Deferred income taxes and other assets
|
|
|
57,820 |
|
|
|
34,679 |
|
|
|
0 |
|
|
|
92,499 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,035,812 |
|
|
$ |
782,817 |
|
|
$ |
(662,661 |
) |
|
$ |
1,155,968 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
50,834 |
|
|
$ |
74,456 |
|
|
$ |
(4,742 |
) |
|
$ |
120,548 |
|
|
Accrued expenses and other current liabilities
|
|
|
44,659 |
|
|
|
43,926 |
|
|
|
0 |
|
|
|
88,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
95,493 |
|
|
|
118,382 |
|
|
|
(4,742 |
) |
|
|
209,133 |
|
|
Long-term debt
|
|
|
449,444 |
|
|
|
21 |
|
|
|
0 |
|
|
|
449,465 |
|
|
Other long-term obligations
|
|
|
32,372 |
|
|
|
6,495 |
|
|
|
0 |
|
|
|
38,867 |
|
|
Shareholders’ equity attributable to Central
Garden & Pet Co.
|
|
|
457,894 |
|
|
|
657,919 |
|
|
|
(657,919 |
) |
|
|
457,894 |
|
|
Noncontrolling interest
|
|
|
609 |
|
|
|
0 |
|
|
|
0 |
|
|
|
609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
458,503 |
|
|
|
657,919 |
|
|
|
(657,919 |
) |
|
|
458,503 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,035,812 |
|
|
$ |
782,817 |
|
|
$ |
(662,661 |
) |
|
$ |
1,155,968 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 STATEMENT OF CASH FLOWS
Three Months Ended December 28, 2013
( in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Parent |
|
|
Guarantor
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
|
Net cash provided (used) by operating activities
|
|
$ |
(10,458 |
) |
|
$ |
40,359 |
|
|
$ |
108 |
|
|
$ |
30,009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property and equipment
|
|
|
(1,549 |
) |
|
|
(3,828 |
) |
|
|
0 |
|
|
|
(5,377 |
) |
|
Proceeds from short term investments
|
|
|
3,600 |
|
|
|
0 |
|
|
|
0 |
|
|
|
3,600 |
|
|
Investment in guarantor subsidiaries
|
|
|
35,696 |
|
|
|
(35,588 |
) |
|
|
(108 |
) |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by investing activities
|
|
|
37,747 |
|
|
|
(39,416 |
) |
|
|
(108 |
) |
|
|
(1,777 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments of long-term debt
|
|
|
(39 |
) |
|
|
(37 |
) |
|
|
0 |
|
|
|
(76 |
) |
|
Borrowings under revolving line of credit
|
|
|
45,000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
45,000 |
|
|
Repayments under revolving line of credit
|
|
|
(68,000 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(68,000 |
) |
|
Payment of deferred financing costs
|
|
|
(2,985 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(2,985 |
) |
|
Repurchase of common stock
|
|
|
(401 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(401 |
) |
|
Proceeds from issuance of common stock
|
|
|
200 |
|
|
|
0 |
|
|
|
0 |
|
|
|
200 |
|
|
Distribution to minority interest
|
|
|
(633 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(633 |
) |
|
Excess tax benefits from stock-based awards
|
|
|
171 |
|
|
|
0 |
|
|
|
0 |
|
|
|
171 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by financing activities
|
|
|
(26,687 |
) |
|
|
(37 |
) |
|
|
0 |
|
|
|
(26,724 |
) |
|
Effect of exchange rate changes on cash
|
|
|
99 |
|
|
|
(52 |
) |
|
|
0 |
|
|
|
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
701 |
|
|
|
854 |
|
|
|
0 |
|
|
|
1,555 |
|
|
Cash and cash equivalents at beginning of period
|
|
|
12,441 |
|
|
|
2,715 |
|
|
|
0 |
|
|
|
15,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
13,142 |
|
|
$ |
3,569 |
|
|
$ |
0 |
|
|
$ |
16,711 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company and its guarantor subsidiaries participate in a cash
pooling program. As part of this program, cash balances are
generally swept on a daily basis between the guarantor subsidiary
bank accounts and those of the Company. In addition, the Company
pays expenses on behalf of its guarantor subsidiaries on a regular
basis. These types of transactions have been accounted for as
investments in guarantor subsidiaries within investing
activities.
|