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 (Tables)

Consolidating Condensed Financial Information of Guarantor Subsidiaries (Tables)

3 Months Ended

Dec. 28, 2013

Condensed Financial Information Of Parent Company Only Disclosure [Abstract]

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

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) Based on Company's Understanding of SEC's Interpretation

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 Based on Company's Understanding of SEC's Interpretation

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 Based on Company's Understanding of SEC's Interpretation

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