| Consolidating Condensed Financial Information of Guarantor Subsidiaries |
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 2023 Notes. 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.
Hydro-Organics Wholesale, Inc.
IMS Trading, LLC
IMS Southern, LLC
K&H Manufacturing, LLC
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.
Segrest, Inc. (including Blue Springs Hatchery, Inc., Segrest Farms, Inc., Florida Tropical Distributors International, Inc., Sun
Pet, Ltd and Aquatica Tropicals, Inc.)
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 30, 2017 |
|
(in thousands) |
|
Parent |
|
Non-Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
Net sales |
$ |
685,998 |
|
|
$ |
79,681 |
|
|
$ |
1,370,335 |
|
|
$ |
(81,536 |
) |
|
$ |
2,054,478 |
|
Cost of goods sold and occupancy |
534,682 |
|
|
60,788 |
|
|
901,959 |
|
|
(75,759 |
) |
|
1,421,670 |
|
Gross profit |
151,316 |
|
|
18,893 |
|
|
468,376 |
|
|
(5,777 |
) |
|
632,808 |
|
Selling, general and administrative expenses |
154,267 |
|
|
18,416 |
|
|
309,790 |
|
|
(5,777 |
) |
|
476,696 |
|
Operating income (loss) |
(2,951 |
) |
|
477 |
|
|
158,586 |
|
|
— |
|
|
156,112 |
|
Interest expense |
(28,051 |
) |
|
(294 |
) |
|
136 |
|
|
— |
|
|
(28,209 |
) |
Interest income |
146 |
|
|
1 |
|
|
— |
|
|
— |
|
|
147 |
|
Other income (expense) |
(2,379 |
) |
|
844 |
|
|
(86 |
) |
|
— |
|
|
(1,621 |
) |
Income (loss) before taxes and equity in earnings of affiliates |
(33,235 |
) |
|
1,028 |
|
|
158,636 |
|
|
— |
|
|
126,429 |
|
Income tax expense (benefit) |
(11,981 |
) |
|
1,466 |
|
|
57,214 |
|
|
— |
|
|
46,699 |
|
Equity in earnings of affiliates |
100,082 |
|
|
— |
|
|
420 |
|
|
(100,502 |
) |
|
— |
|
Net income (loss) including noncontrolling interest |
78,828 |
|
|
(438 |
) |
|
101,842 |
|
|
(100,502 |
) |
|
79,730 |
|
Noncontrolling interest |
— |
|
|
902 |
|
|
— |
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|
— |
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|
902 |
|
Net income (loss) attributable to Central Garden & Pet Company |
$ |
78,828 |
|
|
$ |
(1,340 |
) |
|
$ |
101,842 |
|
|
$ |
(100,502 |
) |
|
$ |
78,828 |
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CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS |
|
Fiscal Year Ended September 24, 2016 |
|
(in thousands) |
|
Parent |
|
Non-Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
Net sales |
$ |
587,579 |
|
|
$ |
82,567 |
|
|
$ |
1,238,339 |
|
|
$ |
(79,468 |
) |
|
$ |
1,829,017 |
|
Cost of goods sold and occupancy |
466,543 |
|
|
62,727 |
|
|
820,573 |
|
|
(73,876 |
) |
|
1,275,967 |
|
Gross profit |
121,036 |
|
|
19,840 |
|
|
417,766 |
|
|
(5,592 |
) |
|
553,050 |
|
Selling, general and administrative expenses |
138,556 |
|
|
18,077 |
|
|
272,651 |
|
|
(5,592 |
) |
|
423,692 |
|
Operating income (loss) |
(17,520 |
) |
|
1,763 |
|
|
145,115 |
|
|
— |
|
|
129,358 |
|
Interest expense |
(42,700 |
) |
|
(266 |
) |
|
119 |
|
|
— |
|
|
(42,847 |
) |
Interest income |
136 |
|
|
4 |
|
|
— |
|
|
— |
|
|
140 |
|
Other income (expense) |
(16,925 |
) |
|
(113 |
) |
|
25 |
|
|
— |
|
|
(17,013 |
) |
Income (loss) before taxes and equity in earnings of affiliates |
(77,009 |
) |
|
1,388 |
|
|
145,259 |
|
|
— |
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|
69,638 |
|
Income tax expense (benefit) |
(26,422 |
) |
|
923 |
|
|
49,552 |
|
|
— |
|
|
24,053 |
|
Equity in earnings of affiliates |
95,101 |
|
|
— |
|
|
624 |
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|
(95,725 |
) |
|
— |
|
Net income including noncontrolling interest |
44,514 |
|
|
465 |
|
|
96,331 |
|
|
(95,725 |
) |
|
45,585 |
|
Noncontrolling interest |
— |
|
|
1,071 |
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|
— |
|
|
— |
|
|
1,071 |
|
Net income (loss) attributable to Central Garden & Pet Company |
$ |
44,514 |
|
|
$ |
(606 |
) |
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$ |
96,331 |
|
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$ |
(95,725 |
) |
|
$ |
44,514 |
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CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS |
|
Fiscal Year Ended September 26, 2015 |
|
(in thousands) |
|
Parent |
|
Non-Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
Net sales |
$ |
484,310 |
|
|
$ |
100,127 |
|
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$ |
1,146,821 |
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$ |
(80,521 |
) |
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$ |
1,650,737 |
|
Cost of goods sold and occupancy |
379,235 |
|
|
76,597 |
|
|
781,797 |
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(74,944 |
) |
|
1,162,685 |
|
Gross profit |
105,075 |
|
|
23,530 |
|
|
365,024 |
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(5,577 |
) |
|
488,052 |
|
Selling, general and administrative expenses |
124,613 |
|
|
18,329 |
|
|
259,252 |
|
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(5,577 |
) |
|
396,617 |
|
Operating income (loss) |
(19,538 |
) |
|
5,201 |
|
|
105,772 |
|
|
— |
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|
91,435 |
|
Interest expense |
(39,893 |
) |
|
(268 |
) |
|
134 |
|
|
— |
|
|
(40,027 |
) |
Interest income |
126 |
|
|
3 |
|
|
— |
|
|
— |
|
|
129 |
|
Other income (expense) |
(372 |
) |
|
407 |
|
|
(22 |
) |
|
— |
|
|
13 |
|
Income (loss) before taxes and equity in earnings of affiliates |
(59,677 |
) |
|
5,343 |
|
|
105,884 |
|
|
— |
|
|
51,550 |
|
Income tax expense (benefit) |
(21,500 |
) |
|
2,089 |
|
|
37,946 |
|
|
— |
|
|
18,535 |
|
Equity in earnings of affiliates |
70,148 |
|
|
— |
|
|
2,445 |
|
|
(72,593 |
) |
|
— |
|
Net income including noncontrolling interest |
31,971 |
|
|
3,254 |
|
|
70,383 |
|
|
(72,593 |
) |
|
33,015 |
|
Noncontrolling interest |
— |
|
|
1,044 |
|
|
— |
|
|
— |
|
|
1,044 |
|
Net income attributable to Central Garden & Pet Company |
$ |
31,971 |
|
|
$ |
2,210 |
|
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$ |
70,383 |
|
|
$ |
(72,593 |
) |
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$ |
31,971 |
|
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CONSOLIDATING CONDENSED STATEMENTS OF
COMPREHENSIVE INCOME
|
|
Fiscal Year Ended September 30, 2017 |
|
(in thousands) |
|
Parent |
|
Non-Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
Net income (loss) |
$ |
78,828 |
|
|
$ |
(438 |
) |
|
$ |
101,842 |
|
|
$ |
(100,502 |
) |
|
$ |
79,730 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
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Foreign currency translation |
343 |
|
|
169 |
|
|
108 |
|
|
(277 |
) |
|
343 |
|
Total comprehensive income (loss) |
79,171 |
|
|
(269 |
) |
|
101,950 |
|
|
(100,779 |
) |
|
80,073 |
|
Comprehensive income attributable to noncontrolling interests |
— |
|
|
902 |
|
|
— |
|
|
— |
|
|
902 |
|
Comprehensive income (loss) attributable to Central Garden & Pet Company |
$ |
79,171 |
|
|
$ |
(1,171 |
) |
|
$ |
101,950 |
|
|
$ |
(100,779 |
) |
|
$ |
79,171 |
|
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CONSOLIDATING CONDENSED STATEMENTS OF
COMPREHENSIVE INCOME
|
|
Fiscal Year Ended September 24, 2016 |
|
(in thousands) |
|
Parent |
|
Non-Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
Net income |
$ |
44,514 |
|
|
$ |
465 |
|
|
$ |
96,331 |
|
|
$ |
(95,725 |
) |
|
$ |
45,585 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
Foreign currency translation |
(1,458 |
) |
|
(1,132 |
) |
|
8 |
|
|
1,124 |
|
|
(1,458 |
) |
Total comprehensive income (loss) |
43,056 |
|
|
(667 |
) |
|
96,339 |
|
|
(94,601 |
) |
|
44,127 |
|
Comprehensive income attributable to noncontrolling interests |
— |
|
|
1,071 |
|
|
— |
|
|
— |
|
|
1,071 |
|
Comprehensive income (loss) attributable to Central Garden & Pet Company |
$ |
43,056 |
|
|
$ |
(1,738 |
) |
|
$ |
96,339 |
|
|
$ |
(94,601 |
) |
|
$ |
43,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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CONSOLIDATING CONDENSED STATEMENTS OF
COMPREHENSIVE INCOME
|
|
Fiscal Year Ended September 26, 2015 |
|
(in thousands) |
|
Parent |
|
Non-Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
Net income |
$ |
31,971 |
|
|
$ |
3,254 |
|
|
$ |
70,383 |
|
|
$ |
(72,593 |
) |
|
$ |
33,015 |
|
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
Unrealized loss on securities |
(10 |
) |
|
— |
|
|
|
|
|
|
|
|
(10 |
) |
Reclassification of realized loss on securities included in net income |
20 |
|
|
— |
|
|
— |
|
|
— |
|
|
20 |
|
Foreign currency translation |
(1,078 |
) |
|
(537 |
) |
|
(380 |
) |
|
917 |
|
|
(1,078 |
) |
Total comprehensive income |
30,903 |
|
|
2,717 |
|
|
70,003 |
|
|
(71,676 |
) |
|
31,947 |
|
Comprehensive income attributable to noncontrolling interests |
— |
|
|
1,044 |
|
|
— |
|
|
— |
|
|
1,044 |
|
Comprehensive income attributable to Central Garden & Pet Company |
$ |
30,903 |
|
|
$ |
1,673 |
|
|
$ |
70,003 |
|
|
$ |
(71,676 |
) |
|
$ |
30,903 |
|
|
|
|
|
|
|
|
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|
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CONSOLIDATING CONDENSED BALANCE SHEET |
|
|
September 30, 2017 |
|
|
(in thousands) |
|
|
Parent |
|
Non-Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
19,238 |
|
|
$ |
11,693 |
|
|
$ |
1,466 |
|
|
$ |
— |
|
|
$ |
32,397 |
|
Restricted cash |
|
12,645 |
|
|
— |
|
|
— |
|
|
— |
|
|
12,645 |
|
Accounts receivable, net |
|
78,692 |
|
|
5,586 |
|
|
153,590 |
|
|
— |
|
|
237,868 |
|
Inventories |
|
125,797 |
|
|
9,493 |
|
|
246,811 |
|
|
— |
|
|
382,101 |
|
Prepaid expenses and other assets |
|
6,059 |
|
|
811 |
|
|
11,175 |
|
|
— |
|
|
18,045 |
|
Total current assets |
|
242,431 |
|
|
27,583 |
|
|
413,042 |
|
|
— |
|
|
683,056 |
|
Land, buildings, improvements and equipment, net |
|
38,170 |
|
|
4,225 |
|
|
138,518 |
|
|
— |
|
|
180,913 |
|
Goodwill |
|
15,058 |
|
|
— |
|
|
241,217 |
|
|
— |
|
|
256,275 |
|
Other long term assets |
|
61,715 |
|
|
2,376 |
|
|
146,372 |
|
|
(23,801 |
) |
|
186,662 |
|
Intercompany receivable |
|
36,606 |
|
|
— |
|
|
662,137 |
|
|
(698,743 |
) |
|
— |
|
Investment in subsidiaries |
|
1,383,633 |
|
|
— |
|
|
— |
|
|
(1,383,633 |
) |
|
— |
|
Total |
|
$ |
1,777,613 |
|
|
$ |
34,184 |
|
|
$ |
1,601,286 |
|
|
$ |
(2,106,177 |
) |
|
$ |
1,306,906 |
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
36,760 |
|
|
$ |
3,076 |
|
|
$ |
63,447 |
|
|
$ |
— |
|
|
$ |
103,283 |
|
Accrued expenses and other liabilities |
|
54,909 |
|
|
2,391 |
|
|
59,249 |
|
|
— |
|
|
116,549 |
|
Current portion of long term debt |
|
— |
|
|
— |
|
|
375 |
|
|
— |
|
|
375 |
|
Total current liabilities |
|
91,669 |
|
|
5,467 |
|
|
123,071 |
|
|
— |
|
|
220,207 |
|
Long-term debt |
|
395,160 |
|
|
— |
|
|
118 |
|
|
— |
|
|
395,278 |
|
Intercompany payable |
|
647,409 |
|
|
51,334 |
|
|
— |
|
|
(698,743 |
) |
|
— |
|
Losses in excess of investment in subsidiaries |
|
— |
|
|
— |
|
|
19,782 |
|
|
(19,782 |
) |
|
— |
|
Other long-term obligations |
|
7,689 |
|
|
— |
|
|
70,391 |
|
|
(23,801 |
) |
|
54,279 |
|
Shareholders’ equity attributable to Central Garden & Pet |
|
635,686 |
|
|
(24,073 |
) |
|
1,387,924 |
|
|
(1,363,851 |
) |
|
635,686 |
|
Noncontrolling interest |
|
— |
|
|
1,456 |
|
|
— |
|
|
— |
|
|
1,456 |
|
Total equity |
|
635,686 |
|
|
(22,617 |
) |
|
1,387,924 |
|
|
(1,363,851 |
) |
|
637,142 |
|
Total |
|
$ |
1,777,613 |
|
|
$ |
34,184 |
|
|
$ |
1,601,286 |
|
|
$ |
(2,106,177 |
) |
|
$ |
1,306,906 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED BALANCE SHEET |
|
September 24, 2016 |
|
(in thousands) |
|
Parent |
|
Non-Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
ASSETS |
|
|
|
Cash and cash equivalents |
$ |
82,158 |
|
|
$ |
9,695 |
|
|
$ |
1,129 |
|
|
$ |
— |
|
|
$ |
92,982 |
|
Restricted cash |
10,910 |
|
|
— |
|
|
— |
|
|
— |
|
|
10,910 |
|
Accounts receivable, net |
59,617 |
|
|
5,156 |
|
|
136,378 |
|
|
— |
|
|
201,151 |
|
Inventories |
113,317 |
|
|
11,752 |
|
|
236,935 |
|
|
— |
|
|
362,004 |
|
Prepaid expenses and other assets |
5,700 |
|
|
800 |
|
|
9,749 |
|
|
— |
|
|
16,249 |
|
Total current assets |
271,702 |
|
|
27,403 |
|
|
384,191 |
|
|
— |
|
|
683,296 |
|
Land, buildings, improvements and equipment, net |
41,083 |
|
|
3,897 |
|
|
113,244 |
|
|
— |
|
|
158,224 |
|
Goodwill |
15,058 |
|
|
— |
|
|
216,327 |
|
|
— |
|
|
231,385 |
|
Other long term assets |
45,832 |
|
|
2,998 |
|
|
85,701 |
|
|
(26,753 |
) |
|
107,778 |
|
Intercompany receivable |
32,778 |
|
|
— |
|
|
567,374 |
|
|
(600,152 |
) |
|
— |
|
Investment in subsidiaries |
1,176,990 |
|
|
— |
|
|
— |
|
|
(1,176,990 |
) |
|
— |
|
Total |
$ |
1,583,443 |
|
|
$ |
34,298 |
|
|
$ |
1,366,837 |
|
|
$ |
(1,803,895 |
) |
|
$ |
1,180,683 |
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
$ |
34,096 |
|
|
$ |
3,953 |
|
|
$ |
64,364 |
|
|
$ |
— |
|
|
$ |
102,413 |
|
Accrued expenses and other liabilities |
47,861 |
|
|
1,411 |
|
|
50,071 |
|
|
— |
|
|
99,343 |
|
Current portion of long term debt |
88 |
|
|
— |
|
|
375 |
|
|
— |
|
|
463 |
|
Total current liabilities |
82,045 |
|
|
5,364 |
|
|
114,810 |
|
|
— |
|
|
202,219 |
|
Long-term debt |
394,364 |
|
|
— |
|
|
442 |
|
|
— |
|
|
394,806 |
|
Intercompany payable |
553,964 |
|
|
46,188 |
|
|
— |
|
|
(600,152 |
) |
|
— |
|
Losses in excess of investment in subsidiaries |
— |
|
|
— |
|
|
16,126 |
|
|
(16,126 |
) |
|
— |
|
Other long-term obligations |
56 |
|
|
— |
|
|
55,768 |
|
|
(26,753 |
) |
|
29,071 |
|
Shareholders’ equity attributable to Central Garden & Pet |
553,014 |
|
|
(18,827 |
) |
|
1,179,691 |
|
|
(1,160,864 |
) |
|
553,014 |
|
Noncontrolling interest |
— |
|
|
1,573 |
|
|
— |
|
|
— |
|
|
1,573 |
|
Total equity |
553,014 |
|
|
(17,254 |
) |
|
1,179,691 |
|
|
(1,160,864 |
) |
|
554,587 |
|
Total |
$ |
1,583,443 |
|
|
$ |
34,298 |
|
|
$ |
1,366,837 |
|
|
$ |
(1,803,895 |
) |
|
$ |
1,180,683 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS |
|
Fiscal Year Ended September 30, 2017 |
|
(in thousands) |
|
Parent |
|
Non-Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
Net cash provided (used) by operating activities |
$ |
(7,418 |
) |
|
$ |
2,846 |
|
|
$ |
122,957 |
|
|
$ |
(4,076 |
) |
|
$ |
114,309 |
|
Additions to property, plant and equipment |
(9,419 |
) |
|
(805 |
) |
|
(34,435 |
) |
|
— |
|
|
(44,659 |
) |
Businesses acquired, net of cash acquired, and investments in joint ventures |
(103,880 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(103,880 |
) |
Proceeds from asset sales |
229 |
|
|
— |
|
|
8,318 |
|
|
— |
|
|
8,547 |
|
Escrow deposit for acquisition-related contingent consideration |
(6,000 |
) |
|
|
|
|
|
|
|
(6,000 |
) |
Change in restricted cash and cash equivalents |
(1,735 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,735 |
) |
Investment in equity method investee |
(12,495 |
) |
|
|
|
|
|
|
|
(12,495 |
) |
Other investing activities |
(4,355 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(4,355 |
) |
Intercompany investing activities |
(3,828 |
) |
|
— |
|
|
(94,763 |
) |
|
98,591 |
|
|
— |
|
Net cash used by investing activities |
(141,483 |
) |
|
(805 |
) |
|
(120,880 |
) |
|
98,591 |
|
|
(164,577 |
) |
Repayments on revolving line of credit |
(552,000 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(552,000 |
) |
Borrowings on revolving line of credit |
552,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
552,000 |
|
Repayments of long-term debt |
(89 |
) |
|
— |
|
|
(374 |
) |
|
— |
|
|
(463 |
) |
Excess tax benefits from stock-based awards |
19,946 |
|
|
— |
|
|
— |
|
|
— |
|
|
19,946 |
|
Repurchase of common stock |
(27,556 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(27,556 |
) |
Payments of contingent consideration |
— |
|
|
— |
|
|
(1,300 |
) |
|
— |
|
|
(1,300 |
) |
Distribution to parent |
— |
|
|
(4,076 |
) |
|
— |
|
|
4,076 |
|
|
— |
|
Distribution to noncontrolling interest |
— |
|
|
(1,019 |
) |
|
— |
|
|
— |
|
|
(1,019 |
) |
Intercompany financing activities |
93,445 |
|
|
5,146 |
|
|
— |
|
|
(98,591 |
) |
|
— |
|
Net cash provided (used) by financing activities |
85,746 |
|
|
51 |
|
|
(1,674 |
) |
|
(94,515 |
) |
|
(10,392 |
) |
Effect of exchange rates on cash |
235 |
|
|
(94 |
) |
|
(66 |
) |
|
— |
|
|
75 |
|
Net increase (decrease) in cash and cash equivalents |
(62,920 |
) |
|
1,998 |
|
|
337 |
|
|
— |
|
|
(60,585 |
) |
Cash and cash equivalents at beginning of year |
82,158 |
|
|
9,695 |
|
|
1,129 |
|
|
— |
|
|
92,982 |
|
Cash and cash equivalents at end of year |
$ |
19,238 |
|
|
$ |
11,693 |
|
|
$ |
1,466 |
|
|
$ |
— |
|
|
$ |
32,397 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS |
|
Fiscal Year Ended September 24, 2016 |
|
(in thousands) |
|
Parent |
|
Non-Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
Net cash (used) provided by operating activities |
$ |
3,906 |
|
|
$ |
2,654 |
|
|
$ |
149,749 |
|
|
$ |
(4,883 |
) |
|
$ |
151,426 |
|
Additions to property, plant and equipment |
(4,513 |
) |
|
(717 |
) |
|
(22,392 |
) |
|
— |
|
|
(27,622 |
) |
Payments to acquire companies, net of expenses |
(69,001 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(69,001 |
) |
Proceeds from asset sales |
— |
|
|
— |
|
|
3,911 |
|
|
— |
|
|
3,911 |
|
Change in restricted cash and cash equivalents |
2,247 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,247 |
|
Other investing activities |
(730 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(730 |
) |
Intercompany investing activities |
(83 |
) |
|
— |
|
|
(129,708 |
) |
|
129,791 |
|
|
— |
|
Net cash used by investing activities |
(72,080 |
) |
|
(717 |
) |
|
(148,189 |
) |
|
129,791 |
|
|
(91,195 |
) |
Repayments on revolving line of credit |
(419,000 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(419,000 |
) |
Borrowings on revolving line of credit |
419,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
419,000 |
|
Repayments of long-term debt |
(400,286 |
) |
|
— |
|
|
(21 |
) |
|
— |
|
|
(400,307 |
) |
Issuance of long-term debt |
400,000 |
|
|
|
|
|
|
|
|
|
|
|
400,000 |
|
Proceeds from issuance of common stock |
324 |
|
|
— |
|
|
— |
|
|
— |
|
|
324 |
|
Excess tax benefits from stock-based awards |
6,869 |
|
|
— |
|
|
— |
|
|
— |
|
|
6,869 |
|
Repurchase of common stock |
(10,873 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(10,873 |
) |
Payments of contingent consideration |
|
|
|
|
|
|
(2,026 |
) |
|
|
|
|
(2,026 |
) |
Payment of deferred financing costs |
(7,560 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(7,560 |
) |
Distribution to parent |
— |
|
|
(4,883 |
) |
|
— |
|
|
4,883 |
|
|
— |
|
Distribution to noncontrolling interest |
— |
|
|
(592 |
) |
|
— |
|
|
— |
|
|
(592 |
) |
Intercompany financing activities |
127,044 |
|
|
2,747 |
|
|
— |
|
|
(129,791 |
) |
|
— |
|
Net cash provided (used) by financing activities |
115,518 |
|
|
(2,728 |
) |
|
(2,047 |
) |
|
(124,908 |
) |
|
(14,165 |
) |
Effect of exchange rates on cash |
(1,466 |
) |
|
464 |
|
|
334 |
|
|
— |
|
|
(668 |
) |
Net increase (decrease) in cash and cash equivalents |
45,878 |
|
|
(327 |
) |
|
(153 |
) |
|
— |
|
|
45,398 |
|
Cash and cash equivalents at beginning of year |
36,280 |
|
|
10,022 |
|
|
1,282 |
|
|
— |
|
|
47,584 |
|
Cash and cash equivalents at end of year |
$ |
82,158 |
|
|
$ |
9,695 |
|
|
$ |
1,129 |
|
|
$ |
— |
|
|
$ |
92,982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS |
|
Fiscal Year Ended September 26, 2015 |
|
(in thousands) |
|
Parent |
|
Non-Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
Net cash (used) provided by operating activities |
$ |
(16,823 |
) |
|
$ |
7,372 |
|
|
$ |
103,619 |
|
|
$ |
(6,719 |
) |
|
$ |
87,449 |
|
Additions to property, plant and equipment |
(2,721 |
) |
|
(405 |
) |
|
(18,904 |
) |
|
— |
|
|
(22,030 |
) |
Businesses acquired, net of cash acquired |
(38,384 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(38,384 |
) |
Change in restricted cash and cash equivalents |
1,126 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,126 |
|
Maturities of short term investments |
9,997 |
|
|
— |
|
|
— |
|
|
— |
|
|
9,997 |
|
Investment in short term investments |
(17 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(17 |
) |
Other investing activities |
(546 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(546 |
) |
Intercompany investing activities |
(15,789 |
) |
|
— |
|
|
(85,963 |
) |
|
101,752 |
|
|
— |
|
Net cash used by investing activities |
(46,334 |
) |
|
(405 |
) |
|
(104,867 |
) |
|
101,752 |
|
|
(49,854 |
) |
Repayments on revolving line of credit |
(312,000 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(312,000 |
) |
Borrowings on revolving line of credit |
312,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
312,000 |
|
Repayments of long-term debt |
(50,262 |
) |
|
— |
|
|
(27 |
) |
|
— |
|
|
(50,289 |
) |
Proceeds from issuance of common stock |
200 |
|
|
— |
|
|
— |
|
|
— |
|
|
200 |
|
Excess tax benefits from stock-based awards |
2,154 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,154 |
|
Repurchase of common stock |
(18,497 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(18,497 |
) |
Payment of deferred financing costs |
(258 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(258 |
) |
Distribution to parent |
— |
|
|
(6,719 |
) |
|
— |
|
|
6,719 |
|
|
— |
|
Distribution to noncontrolling interest |
— |
|
|
(1,680 |
) |
|
— |
|
|
— |
|
|
(1,680 |
) |
Intercompany financing activities |
103,326 |
|
|
(1,574 |
) |
|
— |
|
|
(101,752 |
) |
|
— |
|
Net cash provided (used) by financing activities |
36,663 |
|
|
(9,973 |
) |
|
(27 |
) |
|
(95,033 |
) |
|
(68,370 |
) |
Effect of exchange rates on cash |
(697 |
) |
|
222 |
|
|
158 |
|
|
— |
|
|
(317 |
) |
Net increase (decrease) in cash and cash equivalents |
(27,191 |
) |
|
(2,784 |
) |
|
(1,117 |
) |
|
— |
|
|
(31,092 |
) |
Cash and cash equivalents at beginning of year |
63,471 |
|
|
12,806 |
|
|
2,399 |
|
|
— |
|
|
78,676 |
|
Cash and cash equivalents at end of year |
$ |
36,280 |
|
|
$ |
10,022 |
|
|
$ |
1,282 |
|
|
$ |
— |
|
|
$ |
47,584 |
|
|