Consolidating Condensed Financial Information of Guarantor Subsidiaries |
20. 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. 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.
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CONSOLIDATING CONDENSED
STATEMENT OF OPERATIONS
Fiscal Year
Ended September 27, 2014
(in
thousands)
|
|
|
|
Parent |
|
|
Non-Guarantor
Subsidiaries |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
Net sales
|
|
$ |
460,781 |
|
|
$ |
109,453 |
|
|
$ |
1,103,926 |
|
|
$ |
(69,803 |
) |
|
$ |
1,604,357 |
|
Cost of goods sold and
occupancy
|
|
|
370,492 |
|
|
|
87,028 |
|
|
|
757,217 |
|
|
|
(64,404 |
) |
|
|
1,150,333 |
|
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|
|
|
|
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|
|
|
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|
|
|
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Gross profit
|
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|
90,289 |
|
|
|
22,425 |
|
|
|
346,709 |
|
|
|
(5,399 |
) |
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|
454,024 |
|
Selling, general and
administrative expenses
|
|
|
117,240 |
|
|
|
18,230 |
|
|
|
267,740 |
|
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(5,399 |
) |
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397,811 |
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Income (loss) from
operations
|
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|
(26,951 |
) |
|
|
4,195 |
|
|
|
78,969 |
|
|
|
0 |
|
|
|
56,213 |
|
Other (income)
expense
|
|
|
(186 |
) |
|
|
(583 |
) |
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|
366 |
|
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|
0 |
|
|
|
(403 |
) |
Interest expense
|
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|
42,742 |
|
|
|
218 |
|
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|
(116 |
) |
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|
0 |
|
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|
42,844 |
|
Interest income
|
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|
92 |
|
|
|
2 |
|
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|
0 |
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0 |
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|
94 |
|
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|
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|
|
|
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|
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Income (loss) before taxes
and equity in earnings of affiliates
|
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|
(69,415 |
) |
|
|
4,562 |
|
|
|
78,719 |
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|
|
0 |
|
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|
13,866 |
|
Income tax expense
(benefit)
|
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|
(26,962 |
) |
|
|
756 |
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|
30,251 |
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0 |
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|
4,045 |
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Equity in earnings of
affiliates
|
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|
51,257 |
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|
0 |
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1,506 |
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(52,763 |
) |
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0 |
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Net income (loss) including
noncontrolling interest
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|
8,804 |
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|
3,806 |
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|
49,974 |
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|
(52,763 |
) |
|
|
9,821 |
|
Noncontrolling
interest
|
|
|
0 |
|
|
|
1,017 |
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|
0 |
|
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|
0 |
|
|
|
1,017 |
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Net income attributable to
Central Garden & Pet Company
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$ |
8,804 |
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$ |
2,789 |
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$ |
49,974 |
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$ |
(52,763 |
) |
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$ |
8,804 |
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CONSOLIDATING CONDENSED
STATEMENT OF OPERATIONS
Fiscal Year
Ended September 28, 2013 (As Revised)
(in
thousands)
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|
Parent |
|
|
Non-Guarantor
Subsidiaries |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
Net sales
|
|
$ |
453,001 |
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|
$ |
88,822 |
|
|
$ |
1,186,328 |
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|
$ |
(74,518 |
) |
|
$ |
1,653,633 |
|
Cost of goods sold and
occupancy
|
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|
364,120 |
|
|
|
73,068 |
|
|
|
821,524 |
|
|
|
(68,981 |
) |
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|
1,189,731 |
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Gross profit
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|
88,881 |
|
|
|
15,754 |
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|
364,804 |
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(5,537 |
) |
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|
463,902 |
|
Selling, general and
administrative expenses
|
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|
127,644 |
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|
19,340 |
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|
282,300 |
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(5,537 |
) |
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423,747 |
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Income (loss) from
operations
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|
(38,763 |
) |
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|
(3,586 |
) |
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|
82,504 |
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|
0 |
|
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|
40,155 |
|
Other (income)
expense
|
|
|
250 |
|
|
|
(398 |
) |
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|
825 |
|
|
|
0 |
|
|
|
677 |
|
Interest expense
|
|
|
42,925 |
|
|
|
263 |
|
|
|
(76 |
) |
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|
0 |
|
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|
43,112 |
|
Interest income
|
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|
140 |
|
|
|
2 |
|
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|
0 |
|
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0 |
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|
142 |
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Income (loss) before taxes
and equity in earnings of affiliates
|
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|
(81,798 |
) |
|
|
(3,449 |
) |
|
|
81,755 |
|
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|
0 |
|
|
|
(3,492 |
) |
Income tax expense
(benefit)
|
|
|
(46,789 |
) |
|
|
(2,567 |
) |
|
|
46,764 |
|
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|
0 |
|
|
|
(2,592 |
) |
Equity in earnings of
affiliates
|
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|
33,080 |
|
|
|
0 |
|
|
|
(2,561 |
) |
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|
(30,519 |
) |
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|
0 |
|
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|
|
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|
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|
|
|
|
|
|
|
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Net income (loss) including
noncontrolling interest
|
|
|
(1,929 |
) |
|
|
(882 |
) |
|
|
32,430 |
|
|
|
(30,519 |
) |
|
|
(900 |
) |
Noncontrolling
interest
|
|
|
0 |
|
|
|
1,029 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,029 |
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Net income (loss)
attributable to Central Garden & Pet Company
|
|
$ |
(1,929 |
) |
|
$ |
(1,911 |
) |
|
$ |
32,430 |
|
|
$ |
(30,519 |
) |
|
$ |
(1,929 |
) |
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CONSOLIDATING CONDENSED
STATEMENT OF OPERATIONS
Fiscal Year
Ended September 29, 2012 (As Revised)
(in
thousands)
|
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|
Parent |
|
|
Non-Guarantor
Subsidiaries |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
Net sales
|
|
$ |
483,337 |
|
|
$ |
97,804 |
|
|
$ |
1,218,521 |
|
|
$ |
(99,649 |
) |
|
$ |
1,700,013 |
|
Cost of goods sold and
occupancy
|
|
|
360,236 |
|
|
|
72,058 |
|
|
|
847,889 |
|
|
|
(94,328 |
) |
|
|
1,185,855 |
|
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|
|
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|
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Gross profit
|
|
|
123,101 |
|
|
|
25,746 |
|
|
|
370,632 |
|
|
|
(5,321 |
) |
|
|
514,158 |
|
Selling, general and
administrative expenses
|
|
|
130,360 |
|
|
|
22,564 |
|
|
|
292,134 |
|
|
|
(5,321 |
) |
|
|
439,737 |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Income (loss) from
operations
|
|
|
(7,259 |
) |
|
|
3,182 |
|
|
|
78,498 |
|
|
|
0 |
|
|
|
74,421 |
|
Other (income)
expense
|
|
|
(108 |
) |
|
|
3 |
|
|
|
(573 |
) |
|
|
0 |
|
|
|
(678 |
) |
Interest expense
|
|
|
40,071 |
|
|
|
396 |
|
|
|
(152 |
) |
|
|
0 |
|
|
|
40,315 |
|
Interest income
|
|
|
142 |
|
|
|
2 |
|
|
|
1 |
|
|
|
0 |
|
|
|
145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before taxes
and equity in earnings of affiliates
|
|
|
(47,080 |
) |
|
|
2,785 |
|
|
|
79,224 |
|
|
|
0 |
|
|
|
34,929 |
|
Income tax expense
(benefit)
|
|
|
(16,607 |
) |
|
|
1,477 |
|
|
|
27,946 |
|
|
|
0 |
|
|
|
12,816 |
|
Equity in earnings of
affiliates
|
|
|
51,646 |
|
|
|
0 |
|
|
|
1,579 |
|
|
|
(53,225 |
) |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) including
noncontrolling interest
|
|
|
21,173 |
|
|
|
1,308 |
|
|
|
52,857 |
|
|
|
(53,225 |
) |
|
|
22,113 |
|
Noncontrolling
interest
|
|
|
0 |
|
|
|
940 |
|
|
|
0 |
|
|
|
0 |
|
|
|
940 |
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
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|
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|
Net income attributable to
Central Garden & Pet Company
|
|
$ |
21,173 |
|
|
$ |
368 |
|
|
$ |
52,857 |
|
|
$ |
(53,225 |
) |
|
$ |
21,173 |
|
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CONSOLIDATING CONDENSED
STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
Fiscal Year
Ended September 27, 2014
(in
thousands)
|
|
|
|
Parent |
|
|
Non-Guarantor
Subsidiaries |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
Net income
|
|
$ |
8,804 |
|
|
$ |
3,806 |
|
|
$ |
49,974 |
|
|
$ |
(52,763 |
) |
|
$ |
9,821 |
|
Other comprehensive
loss:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Foreign currency
translation
|
|
|
0 |
|
|
|
(200 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(200 |
) |
Unrealized loss on
securities
|
|
|
(10 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive
income
|
|
|
8,794 |
|
|
|
3,606 |
|
|
|
49,974 |
|
|
|
(52,763 |
) |
|
|
9,611 |
|
Comprehensive income
attributable to noncontrolling interests
|
|
|
0 |
|
|
|
1,017 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
attributable to Central Garden &Pet Company
|
|
$ |
8,794 |
|
|
$ |
2,589 |
|
|
$ |
49,974 |
|
|
$ |
(52,763 |
) |
|
$ |
8,594 |
|
|
|
|
|
|
|
|
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|
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|
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|
|
|
|
|
CONSOLIDATING CONDENSED
STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
Fiscal Year
Ended September 28, 2013 (As Revised)
(in
thousands)
|
|
|
|
Parent |
|
|
Non-Guarantor
Subsidiaries |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
Net income
(loss)
|
|
$ |
(1,929 |
) |
|
$ |
(882 |
) |
|
$ |
32,430 |
|
|
$ |
(30,519 |
) |
|
$ |
(900 |
) |
Other comprehensive
loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency
translation
|
|
|
0 |
|
|
|
(97 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(97 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
(loss)
|
|
|
(1,929 |
) |
|
|
(979 |
) |
|
|
32,430 |
|
|
|
(30,519 |
) |
|
|
(997 |
) |
Comprehensive income
attributable to noncontrolling interests
|
|
|
0 |
|
|
|
1,029 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
attributable to Central Garden &Pet Company
|
|
$ |
(1,929 |
) |
|
$ |
(2,008 |
) |
|
$ |
32,430 |
|
|
$ |
(30,519 |
) |
|
$ |
(2,026 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED
STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
Fiscal Ended
September 29, 2012 (As Revised)
(in
thousands)
|
|
|
|
Parent |
|
|
Non-Guarantor
Subsidiaries |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
Net income
|
|
$ |
21,173 |
|
|
$ |
1,308 |
|
|
$ |
52,857 |
|
|
$ |
(53,225 |
) |
|
$ |
22,113 |
|
Other comprehensive
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency
translation
|
|
|
0 |
|
|
|
520 |
|
|
|
0 |
|
|
|
0 |
|
|
|
520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive
income
|
|
|
21,173 |
|
|
|
1,828 |
|
|
|
52,857 |
|
|
|
(53,225 |
) |
|
|
22,633 |
|
Comprehensive income
attributable to noncontrolling interests
|
|
|
0 |
|
|
|
940 |
|
|
|
0 |
|
|
|
0 |
|
|
|
940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
attributable to Central Garden & Pet Company
|
|
$ |
21,173 |
|
|
$ |
888 |
|
|
$ |
52,857 |
|
|
$ |
(53,225 |
) |
|
$ |
21,693 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED
BALANCE SHEET
September 27, 2014
(in
thousands)
|
|
|
|
Parent |
|
|
Non-Guarantor
Subsidiaries |
|
|
Guarantor
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$ |
63,471 |
|
|
$ |
12,806 |
|
|
$ |
2,399 |
|
|
$ |
0 |
|
|
$ |
78,676 |
|
Restricted cash
|
|
|
14,283 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
14,283 |
|
Short term
investments
|
|
|
9,990 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
9,990 |
|
Accounts receivable,
net
|
|
|
41,235 |
|
|
|
8,268 |
|
|
|
144,226 |
|
|
|
0 |
|
|
|
193,729 |
|
Inventories
|
|
|
79,199 |
|
|
|
15,210 |
|
|
|
231,977 |
|
|
|
0 |
|
|
|
326,386 |
|
Prepaid expenses and other
assets
|
|
|
26,092 |
|
|
|
816 |
|
|
|
21,580 |
|
|
|
0 |
|
|
|
48,488 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current
assets
|
|
|
234,270 |
|
|
|
37,100 |
|
|
|
400,182 |
|
|
|
0 |
|
|
|
671,552 |
|
Land, buildings,
improvements and equipment, net
|
|
|
63,059 |
|
|
|
3,649 |
|
|
|
100,141 |
|
|
|
0 |
|
|
|
166,849 |
|
Goodwill
|
|
|
0 |
|
|
|
0 |
|
|
|
208,233 |
|
|
|
0 |
|
|
|
208,233 |
|
Other long term
assets
|
|
|
25,230 |
|
|
|
4,244 |
|
|
|
83,713 |
|
|
|
(11,094 |
) |
|
|
102,093 |
|
Intercompany
receivable
|
|
|
16,906 |
|
|
|
0 |
|
|
|
351,423 |
|
|
|
(368,329 |
) |
|
|
0 |
|
Investment in
subsidiaries
|
|
|
983,413 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(983,413 |
) |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,322,878 |
|
|
$ |
44,993 |
|
|
$ |
1,143,692 |
|
|
$ |
(1,362,836 |
) |
|
$ |
1,148,727 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
28,937 |
|
|
$ |
3,542 |
|
|
$ |
55,949 |
|
|
$ |
0 |
|
|
$ |
88,428 |
|
Accrued expenses and other
liabilities
|
|
|
34,412 |
|
|
|
1,868 |
|
|
|
48,390 |
|
|
|
0 |
|
|
|
84,670 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current
liabilities
|
|
|
63,349 |
|
|
|
5,410 |
|
|
|
104,339 |
|
|
|
0 |
|
|
|
173,098 |
|
Long-term debt
|
|
|
449,855 |
|
|
|
0 |
|
|
|
93 |
|
|
|
0 |
|
|
|
449,948 |
|
Intercompany
payable
|
|
|
323,315 |
|
|
|
45,014 |
|
|
|
0 |
|
|
|
(368,329 |
) |
|
|
0 |
|
Losses in excess of
investment in subsidiaries
|
|
|
0 |
|
|
|
0 |
|
|
|
7,594 |
|
|
|
(7,594 |
) |
|
|
0 |
|
Other long-term
obligations
|
|
|
1,636 |
|
|
|
0 |
|
|
|
48,686 |
|
|
|
(11,094 |
) |
|
|
39,228 |
|
Shareholders’ equity
attributable to Central Garden & Pet
|
|
|
484,723 |
|
|
|
(7,161 |
) |
|
|
982,980 |
|
|
|
(975,819 |
) |
|
|
484,723 |
|
Noncontrolling
interest
|
|
|
0 |
|
|
|
1,730 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,730 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
484,723 |
|
|
|
(5,431 |
) |
|
|
982,980 |
|
|
|
(975,819 |
) |
|
|
486,453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,322,878 |
|
|
$ |
44,993 |
|
|
$ |
1,143,692 |
|
|
$ |
(1,362,836 |
) |
|
$ |
1,148,727 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED
BALANCE SHEET
September 28, 2013 (As Revised)
(in
thousands)
|
|
|
|
Parent |
|
|
Non-Guarantor
Subsidiaries |
|
|
Guarantor
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
ASSETS
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$ |
5,438 |
|
|
$ |
7,003 |
|
|
$ |
2,715 |
|
|
$ |
0 |
|
|
$ |
15,156 |
|
Short term
investments
|
|
|
17,820 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
17,820 |
|
Accounts receivable,
net
|
|
|
35,685 |
|
|
|
7,672 |
|
|
|
150,903 |
|
|
|
0 |
|
|
|
194,260 |
|
Inventories
|
|
|
95,025 |
|
|
|
19,225 |
|
|
|
277,684 |
|
|
|
0 |
|
|
|
391,934 |
|
Prepaid expenses and other
assets
|
|
|
24,032 |
|
|
|
887 |
|
|
|
28,565 |
|
|
|
0 |
|
|
|
53,484 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current
assets
|
|
|
178,000 |
|
|
|
34,787 |
|
|
|
459,867 |
|
|
|
0 |
|
|
|
672,654 |
|
Land, buildings,
improvements and equipment, net
|
|
|
76,385 |
|
|
|
2,276 |
|
|
|
110,252 |
|
|
|
0 |
|
|
|
188,913 |
|
Goodwill
|
|
|
0 |
|
|
|
0 |
|
|
|
205,756 |
|
|
|
0 |
|
|
|
205,756 |
|
Other long term
assets
|
|
|
26,130 |
|
|
|
3,859 |
|
|
|
75,348 |
|
|
|
(11,500 |
) |
|
|
93,837 |
|
Intercompany
receivable
|
|
|
10,180 |
|
|
|
0 |
|
|
|
246,497 |
|
|
|
(256,677 |
) |
|
|
0 |
|
Investment in
subsidiaries
|
|
|
932,156 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(932,156 |
) |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,222,851 |
|
|
$ |
40,922 |
|
|
$ |
1,097,720 |
|
|
$ |
(1,200,333 |
) |
|
$ |
1,161,160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
33,538 |
|
|
$ |
2,794 |
|
|
$ |
67,237 |
|
|
$ |
0 |
|
|
$ |
103,569 |
|
Accrued expenses and other
liabilities
|
|
|
31,886 |
|
|
|
1,778 |
|
|
|
45,096 |
|
|
|
0 |
|
|
|
78,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current
liabilities
|
|
|
65,424 |
|
|
|
4,572 |
|
|
|
112,333 |
|
|
|
0 |
|
|
|
182,329 |
|
Long-term debt
|
|
|
472,418 |
|
|
|
0 |
|
|
|
27 |
|
|
|
0 |
|
|
|
472,445 |
|
Intercompany
payable
|
|
|
214,258 |
|
|
|
42,419 |
|
|
|
0 |
|
|
|
(256,677 |
) |
|
|
0 |
|
Losses in excess of
investments in subsidiaries
|
|
|
0 |
|
|
|
0 |
|
|
|
6,565 |
|
|
|
(6,565 |
) |
|
|
0 |
|
Other long-term
obligations
|
|
|
2,073 |
|
|
|
0 |
|
|
|
45,789 |
|
|
|
(11,500 |
) |
|
|
36,362 |
|
Shareholders’ equity
attributable to Central Garden & Pet
|
|
|
468,678 |
|
|
|
(7,415 |
) |
|
|
933,006 |
|
|
|
(925,591 |
) |
|
|
468,678 |
|
Noncontrolling
interest
|
|
|
0 |
|
|
|
1,346 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,346 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
468,678 |
|
|
|
(6,069 |
) |
|
|
933,006 |
|
|
|
(925,591 |
) |
|
|
470,024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,222,851 |
|
|
$ |
40,922 |
|
|
$ |
1,097,720 |
|
|
$ |
(1,200,333 |
) |
|
$ |
1,161,160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED
STATEMENT OF CASH FLOWS
Fiscal Year
Ended September 27, 2014
(in
thousands)
|
|
|
|
Parent |
|
|
Non-Guarantor
Subsidiaries |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
Net cash (used) provided by
operating activities
|
|
$ |
(4,139 |
) |
|
$ |
7,420 |
|
|
$ |
125,720 |
|
|
$ |
(2,534 |
) |
|
$ |
126,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property,
plant and equipment
|
|
|
(6,721 |
) |
|
|
(1,027 |
) |
|
|
(9,425 |
) |
|
|
0 |
|
|
|
(17,173 |
) |
Businesses acquired, net of
cash acquired
|
|
|
0 |
|
|
|
0 |
|
|
|
(20,282 |
) |
|
|
0 |
|
|
|
(20,282 |
) |
Proceeds from disposal of
plant and equipment
|
|
|
0 |
|
|
|
0 |
|
|
|
8,737 |
|
|
|
0 |
|
|
|
8,737 |
|
Change in restricted cash
and cash equivalents
|
|
|
(14,283 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(14,283 |
) |
Maturities of short term
investments
|
|
|
17,820 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
17,820 |
|
Investment in short term
investments
|
|
|
(10,000 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(10,000 |
) |
Intercompany investing
activities
|
|
|
(6,726 |
) |
|
|
0 |
|
|
|
(104,926 |
) |
|
|
111,652 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used) provided by
investing activities
|
|
|
(19,910 |
) |
|
|
(1,027 |
) |
|
|
(125,896 |
) |
|
|
111,652 |
|
|
|
(35,181 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments on revolving
line of credit
|
|
|
(301,000 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(301,000 |
) |
Borrowings on revolving
line of credit
|
|
|
278,000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
278,000 |
|
Repayments of long-term
debt
|
|
|
(243 |
) |
|
|
0 |
|
|
|
(124 |
) |
|
|
0 |
|
|
|
(367 |
) |
Proceeds from issuance of
common stock
|
|
|
1,165 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,165 |
|
Excess tax benefits from
stock-based awards
|
|
|
498 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
498 |
|
Repurchase of common
stock
|
|
|
(2,332 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(2,332 |
) |
Payment of deferred
financing costs
|
|
|
(3,090 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(3,090 |
) |
Distribution to
parent
|
|
|
0 |
|
|
|
(2,534 |
) |
|
|
0 |
|
|
|
2,534 |
|
|
|
0 |
|
Distribution to
noncontrolling interest
|
|
|
0 |
|
|
|
(633 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(633 |
) |
Intercompany financing
activities
|
|
|
109,057 |
|
|
|
2,595 |
|
|
|
0 |
|
|
|
(111,652 |
) |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by
financing activities
|
|
|
82,055 |
|
|
|
(572 |
) |
|
|
(124 |
) |
|
|
(109,118 |
) |
|
|
(27,759 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rates on
cash
|
|
|
27 |
|
|
|
(18 |
) |
|
|
(16 |
) |
|
|
0 |
|
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in
cash and cash equivalents
|
|
|
58,033 |
|
|
|
5,803 |
|
|
|
(316 |
) |
|
|
0 |
|
|
|
63,520 |
|
Cash and cash equivalents
at beginning of year
|
|
|
5,438 |
|
|
|
7,003 |
|
|
|
2,715 |
|
|
|
0 |
|
|
|
15,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
at end of year
|
|
$ |
63,471 |
|
|
$ |
12,806 |
|
|
$ |
2,399 |
|
|
$ |
0 |
|
|
$ |
78,676 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED
STATEMENT OF CASH FLOWS
Fiscal Year
Ended September 28, 2013 (As Revised)
(in
thousands)
|
|
|
|
Parent |
|
|
Non-Guarantor
Subsidiaries |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
Net cash (used) provided by
operating activities
|
|
$ |
(31,250 |
) |
|
$ |
(11,632 |
) |
|
$ |
17,116 |
|
|
$ |
(2,516 |
) |
|
$ |
(28,282 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property,
plant and equipment
|
|
|
(8,656 |
) |
|
|
(337 |
) |
|
|
(16,179 |
) |
|
|
0 |
|
|
|
(25,172 |
) |
Businesses acquired, net of
cash acquired
|
|
|
0 |
|
|
|
0 |
|
|
|
(4,835 |
) |
|
|
0 |
|
|
|
(4,835 |
) |
Sale of short term
investments
|
|
|
4,885 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
4,885 |
|
Intercompany investing
activities
|
|
|
8,986 |
|
|
|
0 |
|
|
|
2,923 |
|
|
|
(11,909 |
) |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used) provided by
investing activities
|
|
|
5,215 |
|
|
|
(337 |
) |
|
|
(18,091 |
) |
|
|
(11,909 |
) |
|
|
(25,122 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments on revolving
line of credit
|
|
|
(368,000 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(368,000 |
) |
Borrowings on revolving
line of credit
|
|
|
391,000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
391,000 |
|
Repayments of long-term
debt
|
|
|
(206 |
) |
|
|
0 |
|
|
|
(126 |
) |
|
|
0 |
|
|
|
(332 |
) |
Proceeds from issuance of
common stock
|
|
|
613 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
613 |
|
Excess tax benefits from
stock-based awards
|
|
|
388 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
388 |
|
Repurchase of common
stock
|
|
|
(2,731 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(2,731 |
) |
Distribution to
parent
|
|
|
0 |
|
|
|
(2,516 |
) |
|
|
0 |
|
|
|
2,516 |
|
|
|
0 |
|
Distribution to
noncontrolling interest
|
|
|
0 |
|
|
|
(629 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(629 |
) |
Intercompany financing
activities
|
|
|
(28,896 |
) |
|
|
16,987 |
|
|
|
0 |
|
|
|
11,909 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by
financing activities
|
|
|
(7,832 |
) |
|
|
13,842 |
|
|
|
(126 |
) |
|
|
14,425 |
|
|
|
20,309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rates on
cash
|
|
|
36 |
|
|
|
(263 |
) |
|
|
3 |
|
|
|
0 |
|
|
|
(224 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in
cash and cash equivalents
|
|
|
(33,831 |
) |
|
|
1,610 |
|
|
|
(1,098 |
) |
|
|
0 |
|
|
|
(33,319 |
) |
Cash and cash equivalents
at beginning of year
|
|
|
39,269 |
|
|
|
5,393 |
|
|
|
3,813 |
|
|
|
0 |
|
|
|
48,475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
at end of year
|
|
$ |
5,438 |
|
|
$ |
7,003 |
|
|
$ |
2,715 |
|
|
$ |
0 |
|
|
$ |
15,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED
STATEMENT OF CASH FLOWS
Fiscal Year
Ended September 29, 2012 (As Revised)
(in
thousands)
|
|
|
|
Parent |
|
|
Non-Guarantor
Subsidiaries |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
Net cash provided by
operating activities
|
|
$ |
7,978 |
|
|
$ |
16,008 |
|
|
$ |
65,183 |
|
|
$ |
0 |
|
|
$ |
89,169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property,
plant and equipment
|
|
|
(20,357 |
) |
|
|
(378 |
) |
|
|
(18,857 |
) |
|
|
0 |
|
|
|
(39,592 |
) |
Investment in short term
investments
|
|
|
(4,885 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(4,885 |
) |
Intercompany investing
activities
|
|
|
5,153 |
|
|
|
0 |
|
|
|
(43,681 |
) |
|
|
38,528 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by
investing activities
|
|
|
(20,089 |
) |
|
|
(378 |
) |
|
|
(62,538 |
) |
|
|
38,528 |
|
|
|
(44,477 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments on revolving
line of credit
|
|
|
(339,000 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(339,000 |
) |
Borrowings on revolving
line of credit
|
|
|
304,000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
304,000 |
|
Repayments of long-term
debt
|
|
|
(231 |
) |
|
|
0 |
|
|
|
(122 |
) |
|
|
0 |
|
|
|
(353 |
) |
Proceeds from the issuance
of long-term debt
|
|
|
49,312 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
49,312 |
|
Proceeds from issuance of
common stock
|
|
|
2,129 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
2,129 |
|
Excess tax benefits from
stock-based awards
|
|
|
1,881 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,881 |
|
Repurchase of common
stock
|
|
|
(24,829 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(24,829 |
) |
Payment of deferred
financing costs
|
|
|
(1,715 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(1,715 |
) |
Intercompany financing
activities
|
|
|
50,750 |
|
|
|
(12,222 |
) |
|
|
0 |
|
|
|
(38,528 |
) |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing
activities
|
|
|
42,297 |
|
|
|
(12,222 |
) |
|
|
(122 |
) |
|
|
(38,528 |
) |
|
|
(8,575 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rates on
cash
|
|
|
374 |
|
|
|
61 |
|
|
|
(108 |
) |
|
|
0 |
|
|
|
327 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in
cash and cash equivalents
|
|
|
30,560 |
|
|
|
3,469 |
|
|
|
2,415 |
|
|
|
0 |
|
|
|
36,444 |
|
Cash and cash equivalents
at beginning of year
|
|
|
8,709 |
|
|
|
1,924 |
|
|
|
1,398 |
|
|
|
0 |
|
|
|
12,031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
at end of year
|
|
$ |
39,269 |
|
|
$ |
5,393 |
|
|
$ |
3,813 |
|
|
$ |
0 |
|
|
$ |
48,475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent to
the issuance of the Form 10-Q for the quarterly period ended June
28, 2014, management identified certain corrections that were
needed in the presentation of the Consolidating Condensed Financial
Statements. The Company revised its Consolidating Condensed
Financial Statements to correct the presentation of intercompany
activities and other classification items between the Parent,
Guarantors and Non-Guarantor subsidiaries for intercompany
activities. The Company has also included a new column in its
Consolidating Condensed Financial Statements to present separate
results for Non-Guarantor subsidiaries. There were no changes to
any of the Company’s Consolidated Financial Statements. The
Company assessed the materiality of these items on previously
issued financial statements in accordance with SEC Staff Accounting
Bulletins No. 99 and No. 108, and concluded that the
revisions were not material to the Consolidating Condensed
Financial Statements. The impact of these revisions are shown in
the following tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS |
|
|
|
As previously reported
2013
|
|
|
Adjustments
2013
|
|
|
As revised
2013
|
|
Parent
|
|
$ |
(41,937 |
) |
|
$ |
3,174 |
|
|
$ |
(38,763 |
) |
Non-guarantor
subsidiaries
|
|
|
0 |
|
|
|
(3,586 |
) |
|
|
(3,586 |
) |
Guarantor
subsidiaries
|
|
|
82,092 |
|
|
|
412 |
|
|
|
82,504 |
|
Eliminations
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from
operations
|
|
|
40,155 |
|
|
|
0 |
|
|
|
40,155 |
|
|
|
|
|
Parent
|
|
|
(1,929 |
) |
|
|
0 |
|
|
|
(1,929 |
) |
Non-guarantor
subsidiaries
|
|
|
0 |
|
|
|
(1,911 |
) |
|
|
(1,911 |
) |
Guarantor
subsidiaries
|
|
|
40,072 |
|
|
|
(7,642 |
) |
|
|
32,430 |
|
Eliminations
|
|
|
(40,072 |
) |
|
|
9,553 |
|
|
|
(30,519 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
attributable to Central Garden & Pet
Company
|
|
$ |
(1,929 |
) |
|
$ |
0 |
|
|
$ |
(1,929 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS |
|
|
|
As previously reported
2012
|
|
|
Adjustments
2012
|
|
|
As revised
2012
|
|
Parent
|
|
$ |
(260 |
) |
|
$ |
(6,999 |
) |
|
$ |
(7,259 |
) |
Non-guarantor
subsidiaries
|
|
|
0 |
|
|
|
3,182 |
|
|
|
3,182 |
|
Guarantor
subsidiaries
|
|
|
74,681 |
|
|
|
3,817 |
|
|
|
78,498 |
|
Eliminations
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from
operations
|
|
|
74,421 |
|
|
|
0 |
|
|
|
74,421 |
|
|
|
|
|
Parent
|
|
|
21,173 |
|
|
|
0 |
|
|
|
21,173 |
|
Non-guarantor
subsidiaries
|
|
|
0 |
|
|
|
368 |
|
|
|
368 |
|
Guarantor
subsidiaries
|
|
|
50,763 |
|
|
|
2,094 |
|
|
|
52,857 |
|
Eliminations
|
|
|
(50,763 |
) |
|
|
(2,462 |
) |
|
|
(53,225 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable
to Central Garden & Pet Company
|
|
$ |
21,173 |
|
|
$ |
0 |
|
|
$ |
21,173 |
|
In the
Consolidating Condensed Statement of Operations, we now present the
Non-Guarantor subsidiaries separate from the Parent. We also
recorded the equity in earnings of Non-Guarantor subsidiaries,
which are owned by Guarantor subsidiaries, within the Guarantor
subsidiary column, and have appropriately eliminated intercompany
earnings between Non-Guarantor and Guarantor
subsidiaries.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING
CONDENSED
STATEMENT OF COMPREHENSIVE INCOME (LOSS) |
|
|
|
As previously reported
2013 |
|
|
Adjustments
2013 |
|
|
As revised
2013 |
|
Parent
|
|
$ |
(40,972 |
) |
|
$ |
39,043 |
|
|
$ |
(1,929 |
) |
Non-guarantor
subsidiaries
|
|
|
0 |
|
|
|
(882 |
) |
|
|
(882 |
) |
Guarantor
subsidiaries
|
|
|
40,072 |
|
|
|
(7,642 |
) |
|
|
32,430 |
|
Eliminations
|
|
|
0 |
|
|
|
(30,519 |
) |
|
|
(30,519 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
|
(900 |
) |
|
|
0 |
|
|
|
(900 |
) |
|
|
|
|
Parent
|
|
|
(41,069 |
) |
|
|
39,140 |
|
|
|
(1,929 |
) |
Non-guarantor
subsidiaries
|
|
|
0 |
|
|
|
(979 |
) |
|
|
(979 |
) |
Guarantor
subsidiaries
|
|
|
40,072 |
|
|
|
(7,642 |
) |
|
|
32,430 |
|
Eliminations
|
|
|
0 |
|
|
|
(30,519 |
) |
|
|
(30,519 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive
income (loss)
|
|
|
(997 |
) |
|
|
0 |
|
|
|
(997 |
) |
|
|
|
|
Parent
|
|
|
(42,098 |
) |
|
|
40,169 |
|
|
|
(1,929 |
) |
Non-guarantor
subsidiaries
|
|
|
0 |
|
|
|
(2,008 |
) |
|
|
(2,008 |
) |
Guarantor
subsidiaries
|
|
|
40,072 |
|
|
|
(7,642 |
) |
|
|
32,430 |
|
Eliminations
|
|
|
0 |
|
|
|
(30,519 |
) |
|
|
(30,519 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
(loss) attributable to Central Garden & Pet
Company
|
|
$ |
(2,026 |
) |
|
$ |
0 |
|
|
$ |
(2,026 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING
CONDENSED
STATEMENT OF COMPREHENSIVE INCOME (LOSS) |
|
|
|
As previously reported
2012 |
|
|
Adjustments
2012 |
|
|
As revised
2012 |
|
Parent
|
|
$ |
(28,650 |
) |
|
$ |
49,823 |
|
|
$ |
21,173 |
|
Non-guarantor
subsidiaries
|
|
|
0 |
|
|
|
1,308 |
|
|
|
1,308 |
|
Guarantor
subsidiaries
|
|
|
50,763 |
|
|
|
2,094 |
|
|
|
52,857 |
|
Eliminations
|
|
|
0 |
|
|
|
(53,225 |
) |
|
|
(53,225 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
|
22,113 |
|
|
|
0 |
|
|
|
22,113 |
|
|
|
|
|
Parent
|
|
|
(28,130 |
) |
|
|
49,303 |
|
|
|
21,173 |
|
Non-guarantor
subsidiaries
|
|
|
0 |
|
|
|
1,828 |
|
|
|
1,828 |
|
Guarantor
subsidiaries
|
|
|
50,763 |
|
|
|
2,094 |
|
|
|
52,857 |
|
Eliminations
|
|
|
0 |
|
|
|
(53,225 |
) |
|
|
(53,225 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive
income (loss)
|
|
|
22,633 |
|
|
|
0 |
|
|
|
22,633 |
|
|
|
|
|
Parent
|
|
|
(29,070 |
) |
|
|
50,243 |
|
|
|
21,173 |
|
Non-guarantor
subsidiaries
|
|
|
0 |
|
|
|
888 |
|
|
|
888 |
|
Guarantor
subsidiaries
|
|
|
50,763 |
|
|
|
2,094 |
|
|
|
52,857 |
|
Eliminations
|
|
|
0 |
|
|
|
(53,225 |
) |
|
|
(53,225 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
attributable to Central Garden & Pet
Company
|
|
$ |
21,693 |
|
|
$ |
0 |
|
|
$ |
21,693 |
|
In the
Consolidating Condensed Statement of Comprehensive Income, we now
present the Non-Guarantor subsidiaries separate from the Parent. We
also recorded an adjustment to correct the beginning net income of
the Parent to reflect the equity in earnings from
affiliates.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED BALANCE SHEET |
|
|
|
As previously
reported
2013
|
|
|
Adjustments
2013
|
|
|
As
revised
2013
|
|
Parent
|
|
$ |
213,330 |
|
|
$ |
(35,330 |
) |
|
$ |
178,000 |
|
Non-guarantor
subsidiaries
|
|
|
0 |
|
|
|
34,787 |
|
|
|
34,787 |
|
Guarantor
subsidiaries
|
|
|
462,458 |
|
|
|
(2,591 |
) |
|
|
459,867 |
|
Eliminations
|
|
|
(3,134 |
) |
|
|
3,134 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current
assets
|
|
|
672,654 |
|
|
|
0 |
|
|
|
672,654 |
|
|
|
|
|
Parent
|
|
|
1,042,862 |
|
|
|
179,989 |
|
|
|
1,222,851 |
|
Non-guarantor
subsidiaries
|
|
|
0 |
|
|
|
40,922 |
|
|
|
40,922 |
|
Guarantor
subsidiaries
|
|
|
815,047 |
|
|
|
282,673 |
|
|
|
1,097,720 |
|
Eliminations
|
|
|
(696,749 |
) |
|
|
(503,584 |
) |
|
|
(1,200,333 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$ |
1,161,160 |
|
|
$ |
0 |
|
|
$ |
1,161,160 |
|
|
|
|
|
Parent
|
|
$ |
70,533 |
|
|
$ |
(5,109 |
) |
|
$ |
65,424 |
|
Non-guarantor
subsidiaries
|
|
|
0 |
|
|
|
4,572 |
|
|
|
4,572 |
|
Guarantor
subsidiaries
|
|
|
114,930 |
|
|
|
(2,597 |
) |
|
|
112,333 |
|
Eliminations
|
|
|
(3,134 |
) |
|
|
3,134 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
182,329 |
|
|
|
0 |
|
|
|
182,329 |
|
|
|
|
|
Parent
|
|
|
470,024 |
|
|
|
(1,346 |
) |
|
|
468,678 |
|
Non-guarantor
subsidiaries
|
|
|
0 |
|
|
|
(6,069 |
) |
|
|
(6,069 |
) |
Guarantor
subsidiaries
|
|
|
693,615 |
|
|
|
239,391 |
|
|
|
933,006 |
|
Eliminations
|
|
|
(693,615 |
) |
|
|
(231,976 |
) |
|
|
(925,591 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
equity
|
|
$ |
470,024 |
|
|
$ |
0 |
|
|
$ |
470,024 |
|
In the
Consolidating Condensed Balance Sheet, we now present the
Non-Guarantor subsidiaries separate from the Parent. We also
recorded adjustments to present intercompany receivables and
payables between legal entities of the Guarantor, Non-Guarantor and
Parent on a gross basis instead of net. These adjustments impacted
the Parent’s total long term assets and liabilities and the
Guarantor subsidiaries’ total long term assets and equity. We
also corrected the presentation of certain deferred tax balances to
present on a gross basis by legal entity.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS |
|
|
|
As previously reported
2013
|
|
|
Adjustments
2013
|
|
|
As revised
2013
|
|
Parent
|
|
$ |
(9,068 |
) |
|
$ |
(22,182 |
) |
|
$ |
(31,250 |
) |
Non-guarantor
subsidiaries
|
|
|
0 |
|
|
|
(11,632 |
) |
|
|
(11,632 |
) |
Guarantor
subsidiaries
|
|
|
20,858 |
|
|
|
(3,742 |
) |
|
|
17,116 |
|
Eliminations
|
|
|
(40,072 |
) |
|
|
37,556 |
|
|
|
(2,516 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by
(used in) operating activities
|
|
|
(28,282 |
) |
|
|
0 |
|
|
|
(28,282 |
) |
|
|
|
|
Parent
|
|
|
(43,361 |
) |
|
|
48,576 |
|
|
|
5,215 |
|
Non-guarantor
subsidiaries
|
|
|
0 |
|
|
|
(337 |
) |
|
|
(337 |
) |
Guarantor
subsidiaries
|
|
|
(21,833 |
) |
|
|
3,742 |
|
|
|
(18,091 |
) |
Eliminations
|
|
|
40,072 |
|
|
|
(51,981 |
) |
|
|
(11,909 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by
(used in) investing activities
|
|
|
(25,122 |
) |
|
|
0 |
|
|
|
(25,122 |
) |
|
|
|
|
Parent
|
|
|
20,435 |
|
|
|
(28,267 |
) |
|
|
(7,832 |
) |
Non-guarantor
subsidiaries
|
|
|
0 |
|
|
|
13,842 |
|
|
|
13,842 |
|
Guarantor
subsidiaries
|
|
|
(126 |
) |
|
|
0 |
|
|
|
(126 |
) |
Eliminations
|
|
|
0 |
|
|
|
14,425 |
|
|
|
14,425 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by
(used in) financing activities
|
|
$ |
20,309 |
|
|
$ |
0 |
|
|
$ |
20,309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS |
|
|
|
As previously
reported
2012
|
|
|
Adjustments
2012
|
|
|
As
revised
2012
|
|
Parent
|
|
$ |
74,405 |
|
|
$ |
(66,427 |
) |
|
$ |
7,978 |
|
Non-guarantor
subsidiaries
|
|
|
0 |
|
|
|
16,008 |
|
|
|
16,008 |
|
Guarantor
subsidiaries
|
|
|
65,527 |
|
|
|
(344 |
) |
|
|
65,183 |
|
Eliminations
|
|
|
(50,763 |
) |
|
|
50,763 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by
(used in) operating activities
|
|
|
89,169 |
|
|
|
0 |
|
|
|
89,169 |
|
|
|
|
|
Parent
|
|
|
(32,357 |
) |
|
|
12,268 |
|
|
|
(20,089 |
) |
Non-guarantor
subsidiaries
|
|
|
0 |
|
|
|
(378 |
) |
|
|
(378 |
) |
Guarantor
subsidiaries
|
|
|
(62,883 |
) |
|
|
345 |
|
|
|
(62,538 |
) |
Eliminations
|
|
|
50,763 |
|
|
|
(12,235 |
) |
|
|
38,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by
(used in) investing activities
|
|
|
(44,477 |
) |
|
|
0 |
|
|
|
(44,477 |
) |
|
|
|
|
Parent
|
|
|
(8,453 |
) |
|
|
50,750 |
|
|
|
42,297 |
|
Non-guarantor
subsidiaries
|
|
|
0 |
|
|
|
(12,222 |
) |
|
|
(12,222 |
) |
Guarantor
subsidiaries
|
|
|
(122 |
) |
|
|
0 |
|
|
|
(122 |
) |
Eliminations
|
|
|
0 |
|
|
|
(38,528 |
) |
|
|
(38,528 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by
(used in) financing activities
|
|
$ |
(8,575 |
) |
|
$ |
0 |
|
|
$ |
(8,575 |
) |
In the
Consolidating Condensed Statement of Cash Flows, we now present the
Non-Guarantor subsidiaries separate from the Parent. We also
present changes in receivable balances between affiliates as
investing activities and changes in payable balances between
affiliates as financing activities because these changes are a
result of subsidiaries’ deposits to or borrowings from the
Parent’s cash account under a cash pooling arrangement. We
also corrected the presentation of the Parent’s cash flows
from operating activities to reflect equity in earnings of
affiliates as a non-cash operating activity. We previously
presented changes of intercompany receivables and payables in
investing activities.
|