Consolidating Condensed Financial Information of Guarantor Subsidiaries |
12. 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. 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
Three Months Ended December 27, 2014
(in thousands)
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Parent |
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|
Non-Guarantor
Subsidiaries |
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|
Guarantor
Subsidiaries
|
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Eliminations |
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Consolidated |
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Net sales
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$ |
96,962 |
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$ |
17,323 |
|
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$ |
207,125 |
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$ |
(14,090 |
) |
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$ |
307,320 |
|
Cost of goods sold and occupancy
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78,779 |
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14,578 |
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|
139,091 |
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(13,109 |
) |
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219,339 |
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Gross profit
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18,183 |
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2,745 |
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68,034 |
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(981 |
) |
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87,981 |
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Selling, general and administrative expenses
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27,851 |
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3,999 |
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55,974 |
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(981 |
) |
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86,843 |
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Income (loss) from operations
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(9,668 |
) |
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(1,254 |
) |
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12,060 |
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0 |
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1,138 |
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Interest expense
|
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(10,487 |
) |
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(15 |
) |
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(1 |
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0 |
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(10,503 |
) |
Interest income
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70 |
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1 |
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0 |
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0 |
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71 |
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Other expense
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(330 |
) |
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0 |
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(38 |
) |
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0 |
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(368 |
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Income (loss) before taxes and equity in earnings (loss) of
affiliates
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(20,415 |
) |
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(1,268 |
) |
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12,021 |
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0 |
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(9,662 |
) |
Income tax expense (benefit)
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(8,457 |
) |
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(444 |
) |
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4,932 |
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0 |
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(3,969 |
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Equity in earnings (loss) of affiliates
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6,261 |
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0 |
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(587 |
) |
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(5,674 |
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0 |
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Net income (loss) including noncontrolling interest
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(5,697 |
) |
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(824 |
) |
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6,502 |
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(5,674 |
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(5,693 |
) |
Net income attributable to noncontrolling interest
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0 |
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4 |
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0 |
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0 |
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4 |
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Net income (loss) attributable to Central Garden & Pet
Company
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$ |
(5,697 |
) |
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$ |
(828 |
) |
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$ |
6,502 |
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$ |
(5,674 |
) |
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$ |
(5,697 |
) |
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CONSOLIDATING CONDENSED STATEMENT OF
OPERATIONS
Three Months Ended December 28, 2013 (As Revised)
(in thousands)
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Parent |
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Non-Guarantor
Subsidiaries |
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Guarantor
Subsidiaries
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Eliminations |
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Consolidated |
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Net sales
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$ |
86,233 |
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$ |
13,386 |
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$ |
203,022 |
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$ |
(12,120 |
) |
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$ |
290,521 |
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Cost of goods sold and occupancy
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68,491 |
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11,009 |
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142,502 |
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(11,222 |
) |
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210,780 |
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Gross profit
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17,742 |
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2,377 |
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60,520 |
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(898 |
) |
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79,741 |
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Selling, general and administrative expenses
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25,856 |
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3,417 |
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59,721 |
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(898 |
) |
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88,096 |
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Income (loss) from operations
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(8,114 |
) |
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(1,040 |
) |
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799 |
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0 |
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(8,355 |
) |
Interest expense
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(12,190 |
) |
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(7 |
) |
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(20 |
) |
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0 |
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(12,217 |
) |
Interest income
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12 |
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1 |
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0 |
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0 |
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13 |
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Other expense
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(43 |
) |
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0 |
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(125 |
) |
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0 |
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(168 |
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Income (loss) before taxes and equity in loss of affiliates
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(20,335 |
) |
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(1,046 |
) |
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|
654 |
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0 |
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(20,727 |
) |
Income tax expense (benefit)
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(7,807 |
) |
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(315 |
) |
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207 |
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0 |
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(7,915 |
) |
Equity in loss of affiliates
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(180 |
) |
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0 |
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(300 |
) |
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|
480 |
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0 |
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Net income (loss) including noncontrolling interest
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(12,708 |
) |
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(731 |
) |
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|
147 |
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|
480 |
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(12,812 |
) |
Net loss attributable to noncontrolling interest
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0 |
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(104 |
) |
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0 |
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0 |
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(104 |
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Net income (loss) attributable to Central Garden & Pet
Company
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$ |
(12,708 |
) |
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$ |
(627 |
) |
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$ |
147 |
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$ |
480 |
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$ |
(12,708 |
) |
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CONSOLIDATING CONDENSED STATEMENTS
OF
COMPREHENSIVE INCOME (LOSS)
Three Months Ended December 27, 2014
(in thousands)
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Parent |
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Non-Guarantor
Subsidiaries |
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Guarantor
Subsidiaries
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Eliminations |
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Consolidated |
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Net income (loss)
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$ |
(5,697 |
) |
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$ |
(824 |
) |
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$ |
6,502 |
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$ |
(5,674 |
) |
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$ |
(5,693 |
) |
Other comprehensive loss:
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Foreign currency translation
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(552 |
) |
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(345 |
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(104 |
) |
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|
449 |
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(552 |
) |
Unrealized loss on securities
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(10 |
) |
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(0 |
) |
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(0 |
) |
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(0 |
) |
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(10 |
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Total comprehensive income (loss)
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(6,259 |
) |
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(1,169 |
) |
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6,398 |
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(5,225 |
) |
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(6,255 |
) |
Comprehensive income attributable to noncontrolling interests
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0 |
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|
4 |
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0 |
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0 |
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4 |
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Comprehensive income (loss) attributable to Central
Garden & Pet Company
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$ |
(6,259 |
) |
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$ |
(1,173 |
) |
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$ |
6,398 |
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$ |
(5,225 |
) |
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$ |
(6,259 |
) |
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CONSOLIDATING CONDENSED STATEMENTS
OF
COMPREHENSIVE INCOME (LOSS)
Three Months Ended December 28, 2013 (As Revised)
(in thousands)
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Parent |
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|
Non-Guarantor
Subsidiaries |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
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Consolidated |
|
Net income (loss)
|
|
$ |
(12,708 |
) |
|
$ |
(731 |
) |
|
$ |
147 |
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|
$ |
480 |
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|
$ |
(12,812 |
) |
Other comprehensive income:
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Foreign currency translation
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|
0 |
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|
85 |
|
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|
0 |
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|
0 |
|
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|
85 |
|
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|
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Total comprehensive income (loss)
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(12,708 |
) |
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|
(646 |
) |
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|
147 |
|
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|
480 |
|
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|
(12,727 |
) |
Comprehensive loss attributable to noncontrolling interests
|
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|
0 |
|
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|
(104 |
) |
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0 |
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|
0 |
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|
(104 |
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Comprehensive income (loss) attributable to Central
Garden & Pet Company
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$ |
(12,708 |
) |
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$ |
(542 |
) |
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$ |
147 |
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|
$ |
480 |
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$ |
(12,623 |
) |
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CONSOLIDATING CONDENSED BALANCE
SHEET
December 27, 2014
(in thousands)
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|
Parent |
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Non-Guarantor
Subsidiaries |
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Guarantor
Subsidiaries |
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Eliminations |
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Consolidated |
|
ASSETS
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Cash and cash equivalents
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$ |
71,579 |
|
|
$ |
5,505 |
|
|
$ |
2,504 |
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|
$ |
0 |
|
|
$ |
79,588 |
|
Restricted cash
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|
19,690 |
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|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
19,690 |
|
Short term investments
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|
|
9,992 |
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|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
9,992 |
|
Accounts receivable, net
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|
38,580 |
|
|
|
7,573 |
|
|
|
96,724 |
|
|
|
0 |
|
|
|
142,877 |
|
Inventories
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|
101,870 |
|
|
|
22,481 |
|
|
|
275,585 |
|
|
|
0 |
|
|
|
399,936 |
|
Prepaid expenses and other
|
|
|
33,095 |
|
|
|
962 |
|
|
|
30,223 |
|
|
|
0 |
|
|
|
64,280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
274,806 |
|
|
|
36,521 |
|
|
|
405,036 |
|
|
|
0 |
|
|
|
716,363 |
|
Land, buildings, improvements and equipment, net
|
|
|
59,829 |
|
|
|
3,607 |
|
|
|
100,110 |
|
|
|
0 |
|
|
|
163,546 |
|
Goodwill
|
|
|
0 |
|
|
|
0 |
|
|
|
208,233 |
|
|
|
0 |
|
|
|
208,233 |
|
Other long term assets
|
|
|
21,809 |
|
|
|
4,121 |
|
|
|
83,088 |
|
|
|
(8,197 |
) |
|
|
100,821 |
|
Intercompany receivable
|
|
|
37,337 |
|
|
|
0 |
|
|
|
378,847 |
|
|
|
(416,184 |
) |
|
|
0 |
|
Investment in subsidiaries
|
|
|
989,226 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(989,226 |
) |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,383,007 |
|
|
$ |
44,249 |
|
|
$ |
1,175,314 |
|
|
$ |
(1,413,607 |
) |
|
$ |
1,188,963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
39,847 |
|
|
$ |
10,077 |
|
|
$ |
78,561 |
|
|
$ |
0 |
|
|
$ |
128,485 |
|
Accrued expenses
|
|
|
47,888 |
|
|
|
1,751 |
|
|
|
43,569 |
|
|
|
0 |
|
|
|
93,208 |
|
Current portion of long-term debt
|
|
|
50,259 |
|
|
|
0 |
|
|
|
30 |
|
|
|
0 |
|
|
|
50,289 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
137,994 |
|
|
|
11,828 |
|
|
|
122,160 |
|
|
|
0 |
|
|
|
271,982 |
|
Long-term debt
|
|
|
399,826 |
|
|
|
0 |
|
|
|
87 |
|
|
|
0 |
|
|
|
399,913 |
|
Intercompany payable
|
|
|
368,765 |
|
|
|
47,419 |
|
|
|
0 |
|
|
|
(416,184 |
) |
|
|
0 |
|
Losses in excess of investment in subsidiaries
|
|
|
0 |
|
|
|
0 |
|
|
|
14,900 |
|
|
|
(14,900 |
) |
|
|
0 |
|
Other long-term obligations
|
|
|
1,620 |
|
|
|
0 |
|
|
|
48,789 |
|
|
|
(8,197 |
) |
|
|
42,212 |
|
Central Garden & Pet shareholders’ equity
|
|
|
474,802 |
|
|
|
(15,052 |
) |
|
|
989,378 |
|
|
|
(974,326 |
) |
|
|
474,802 |
|
Noncontrolling interest
|
|
|
0 |
|
|
|
54 |
|
|
|
0 |
|
|
|
0 |
|
|
|
54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
474,802 |
|
|
|
(14,998 |
) |
|
|
989,378 |
|
|
|
(974,326 |
) |
|
|
474,856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,383,007 |
|
|
$ |
44,249 |
|
|
$ |
1,175,314 |
|
|
$ |
(1,413,607 |
) |
|
$ |
1,188,963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED BALANCE
SHEET
December 28, 2013 (As Revised)
(in thousands)
|
|
|
|
Parent |
|
|
Non-Guarantor
Subsidiaries |
|
|
Guarantor
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
8,862 |
|
|
$ |
4,280 |
|
|
$ |
3,569 |
|
|
$ |
0 |
|
|
$ |
16,711 |
|
Restricted cash
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Short term investments
|
|
|
14,220 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
14,220 |
|
Accounts receivable, net
|
|
|
36,241 |
|
|
|
5,984 |
|
|
|
100,880 |
|
|
|
0 |
|
|
|
143,105 |
|
Inventories
|
|
|
110,337 |
|
|
|
26,567 |
|
|
|
290,535 |
|
|
|
0 |
|
|
|
427,439 |
|
Prepaid expenses and other
|
|
|
33,814 |
|
|
|
953 |
|
|
|
34,333 |
|
|
|
0 |
|
|
|
69,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
203,474 |
|
|
|
37,784 |
|
|
|
429,317 |
|
|
|
0 |
|
|
|
670,575 |
|
Land, buildings, improvements and equipment, net
|
|
|
74,595 |
|
|
|
2,395 |
|
|
|
110,148 |
|
|
|
0 |
|
|
|
187,138 |
|
Goodwill
|
|
|
0 |
|
|
|
0 |
|
|
|
205,756 |
|
|
|
0 |
|
|
|
205,756 |
|
Other long term assets
|
|
|
23,907 |
|
|
|
3,737 |
|
|
|
73,532 |
|
|
|
(8,677 |
) |
|
|
92,499 |
|
Intercompany receivable
|
|
|
15,840 |
|
|
|
0 |
|
|
|
283,318 |
|
|
|
(299,158 |
) |
|
|
0 |
|
Investment in subsidiaries
|
|
|
932,224 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(932,224 |
) |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,250,040 |
|
|
$ |
43,916 |
|
|
$ |
1,102,071 |
|
|
$ |
(1,240,059 |
) |
|
$ |
1,155,968 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
43,748 |
|
|
$ |
7,152 |
|
|
$ |
69,648 |
|
|
$ |
0 |
|
|
$ |
120,548 |
|
Accrued expenses
|
|
|
43,137 |
|
|
|
1,483 |
|
|
|
43,892 |
|
|
|
0 |
|
|
|
88,512 |
|
Current portion of long-term debt
|
|
|
39 |
|
|
|
0 |
|
|
|
34 |
|
|
|
0 |
|
|
|
73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
86,924 |
|
|
|
8,635 |
|
|
|
113,574 |
|
|
|
0 |
|
|
|
209,133 |
|
Long-term debt
|
|
|
449,444 |
|
|
|
0 |
|
|
|
21 |
|
|
|
0 |
|
|
|
449,465 |
|
Intercompany payable
|
|
|
254,043 |
|
|
|
45,115 |
|
|
|
|
|
|
|
(299,158 |
) |
|
|
|
|
Losses in excess of investment in subsidiaries
|
|
|
0 |
|
|
|
0 |
|
|
|
9,399 |
|
|
|
(9,399 |
) |
|
|
0 |
|
Other long-term obligations
|
|
|
1,735 |
|
|
|
0 |
|
|
|
45,809 |
|
|
|
(8,677 |
) |
|
|
38,867 |
|
Central Garden & Pet shareholders’ equity
|
|
|
457,894 |
|
|
|
(10,443 |
) |
|
|
933,268 |
|
|
|
(922,825 |
) |
|
|
457,894 |
|
Noncontrolling interest
|
|
|
0 |
|
|
|
609 |
|
|
|
0 |
|
|
|
0 |
|
|
|
609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
457,894 |
|
|
|
(9,834 |
) |
|
|
933,268 |
|
|
|
(922,825 |
) |
|
|
458,503 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,250,040 |
|
|
$ |
43,916 |
|
|
$ |
1,102,071 |
|
|
$ |
(1,240,059 |
) |
|
$ |
1,155,968 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
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
|
|
|
34,151 |
|
|
|
1,868 |
|
|
|
48,360 |
|
|
|
0 |
|
|
|
84,379 |
|
Current portion of long term debt
|
|
|
261 |
|
|
|
0 |
|
|
|
30 |
|
|
|
0 |
|
|
|
291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
63,349 |
|
|
|
5,410 |
|
|
|
104,339 |
|
|
|
0 |
|
|
|
173,098 |
|
Long-term debt
|
|
|
449,855 |
|
|
|
0 |
|
|
|
93 |
|
|
|
0 |
|
|
|
449,948 |
|
Intercompany payable
|
|
|
323,314 |
|
|
|
45,015 |
|
|
|
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 |
|
Central Garden & Pet shareholders’ equity
|
|
|
484,724 |
|
|
|
(7,162 |
) |
|
|
982,980 |
|
|
|
(975,819 |
) |
|
|
484,723 |
|
Noncontrolling interest
|
|
|
0 |
|
|
|
1,730 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,730 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
484,724 |
|
|
|
(5,432 |
) |
|
|
982,980 |
|
|
|
(975,819 |
) |
|
|
486,453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,322,878 |
|
|
$ |
44,993 |
|
|
$ |
1,143,692 |
|
|
$ |
(1,362,836 |
) |
|
$ |
1,148,727 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED STATEMENT OF
CASH FLOWS
Three Months Ended December 27, 2014
(in thousands)
|
|
|
|
Parent |
|
|
Non-Guarantor
Subsidiaries |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
Net cash (used) provided by operating activities
|
|
$ |
(6,874 |
) |
|
$ |
(1,400 |
) |
|
$ |
30,845 |
|
|
$ |
(6,719 |
) |
|
$ |
15,852 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment
|
|
|
(589 |
) |
|
|
(64 |
) |
|
|
(3,416 |
) |
|
|
0 |
|
|
|
(4,069 |
) |
Businesses acquired, net of cash acquired
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Proceeds from disposal of plant and equipment
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Change in restricted cash and cash equivalents
|
|
|
(5,407 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(5,407 |
) |
Maturities of short term investments
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Investment in short term investments
|
|
|
(12 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(12 |
) |
Intercompany investing activities
|
|
|
(20,431 |
) |
|
|
0 |
|
|
|
(27,423 |
) |
|
|
47,854 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used) provided by investing activities
|
|
|
(26,439 |
) |
|
|
(64 |
) |
|
|
(30,839 |
) |
|
|
47,854 |
|
|
|
(9,488 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments on revolving line of credit
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Borrowings on revolving line of credit
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Repayments of long-term debt
|
|
|
(67 |
) |
|
|
0 |
|
|
|
(5 |
) |
|
|
0 |
|
|
|
(72 |
) |
Proceeds from issuance of common stock
|
|
|
188 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
188 |
|
Excess tax benefits from stock-based awards
|
|
|
40 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
40 |
|
Repurchase of common stock
|
|
|
(3,742 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(3,742 |
) |
Payment of deferred financing costs
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Distribution to parent
|
|
|
0 |
|
|
|
(6,719 |
) |
|
|
0 |
|
|
|
6,719 |
|
|
|
0 |
|
Distribution to noncontrolling interest
|
|
|
0 |
|
|
|
(1,680 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(1,680 |
) |
Intercompany financing activities
|
|
|
45,450 |
|
|
|
2,404 |
|
|
|
0 |
|
|
|
(47,854 |
) |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by financing activities
|
|
|
41,869 |
|
|
|
(5,995 |
) |
|
|
(5 |
) |
|
|
(41,135 |
) |
|
|
(5,266 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rates on cash
|
|
|
(448 |
) |
|
|
158 |
|
|
|
104 |
|
|
|
0 |
|
|
|
(186 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
8,108 |
|
|
|
(7,301 |
) |
|
|
105 |
|
|
|
0 |
|
|
|
912 |
|
Cash and cash equivalents at beginning of year
|
|
|
63,471 |
|
|
|
12,806 |
|
|
|
2,399 |
|
|
|
0 |
|
|
|
78,676 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$ |
71,579 |
|
|
$ |
5,505 |
|
|
$ |
2,504 |
|
|
$ |
0 |
|
|
$ |
79,588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED STATEMENT OF
CASH FLOWS
Three Months Ended December 28, 2013 (As Revised)
(in thousands)
|
|
|
|
Parent |
|
|
Non-Guarantor
Subsidiaries
|
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Consolidated
|
|
Net cash (used) provided by operating activities
|
|
$ |
(7,093 |
) |
|
$ |
(1,954 |
) |
|
$ |
41,590 |
|
|
$ |
(2,534 |
) |
|
$ |
30,009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment
|
|
|
(1,351 |
) |
|
|
(200 |
) |
|
|
(3,826 |
) |
|
|
0 |
|
|
|
(5,377 |
) |
Businesses acquired, net of cash acquired
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Proceeds from disposal of plant and equipment
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Change in restricted cash and cash equivalents
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Maturities of short term investments
|
|
|
3,600 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
3,600 |
|
Investment in short term investments
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Intercompany investing activities
|
|
|
(5,660 |
) |
|
|
0 |
|
|
|
(36,821 |
) |
|
|
42,481 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used) provided by investing activities
|
|
|
(3,411 |
) |
|
|
(200 |
) |
|
|
(40,647 |
) |
|
|
42,481 |
|
|
|
(1,777 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments on revolving line of credit
|
|
|
(68,000 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(68,000 |
) |
Borrowings on revolving line of credit
|
|
|
45,000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
45,000 |
|
Repayments of long-term debt
|
|
|
(39 |
) |
|
|
0 |
|
|
|
(37 |
) |
|
|
0 |
|
|
|
(76 |
) |
Proceeds from issuance of common stock
|
|
|
200 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
200 |
|
Excess tax benefits from stock-based awards
|
|
|
171 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
171 |
|
Repurchase of common stock
|
|
|
(401 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(401 |
) |
Payment of deferred financing costs
|
|
|
(2,985 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(2,985 |
) |
Distribution to parent
|
|
|
0 |
|
|
|
(2,534 |
) |
|
|
0 |
|
|
|
2,534 |
|
|
|
0 |
|
Distribution to noncontrolling interest
|
|
|
0 |
|
|
|
(633 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(633 |
) |
Intercompany financing activities
|
|
|
39,785 |
|
|
|
2,696 |
|
|
|
0 |
|
|
|
(42,481 |
) |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by financing activities
|
|
|
13,731 |
|
|
|
(471 |
) |
|
|
(37 |
) |
|
|
(39,947 |
) |
|
|
(26,724 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rates on cash
|
|
|
197 |
|
|
|
(98 |
) |
|
|
(52 |
) |
|
|
0 |
|
|
|
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
3,424 |
|
|
|
(2,723 |
) |
|
|
854 |
|
|
|
0 |
|
|
|
1,555 |
|
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
|
|
$ |
8,862 |
|
|
$ |
4,280 |
|
|
$ |
3,569 |
|
|
$ |
0 |
|
|
$ |
16,711 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 is shown in the
following tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED
STATEMENT OF OPERATIONS
Three Months Ended December 28, 2013
|
|
|
|
As previously reported
|
|
|
Adjustments |
|
|
As revised |
|
Parent
|
|
$ |
(8,783 |
) |
|
$ |
669 |
|
|
$ |
(8,114 |
) |
Non-guarantor subsidiaries
|
|
|
0 |
|
|
|
(1,040 |
) |
|
|
(1,040 |
) |
Guarantor subsidiaries
|
|
|
428 |
|
|
|
371 |
|
|
|
799 |
|
Eliminations
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
(8,355 |
) |
|
|
0 |
|
|
|
(8,355 |
) |
|
|
|
|
Parent
|
|
|
(12,708 |
) |
|
|
0 |
|
|
|
(12,708 |
) |
Non-guarantor subsidiaries
|
|
|
0 |
|
|
|
(627 |
) |
|
|
(627 |
) |
Guarantor subsidiaries
|
|
|
(108 |
) |
|
|
255 |
|
|
|
147 |
|
Eliminations
|
|
|
108 |
|
|
|
372 |
|
|
|
480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to Central Garden & Pet
Company
|
|
$ |
(12,708 |
) |
|
$ |
0 |
|
|
$ |
(12,708 |
) |
In the Consolidating Condensed Statement of Operations, the Company
now presents the Non-Guarantor subsidiaries separate from the
Parent. The Company 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
Three Months Ended December 28, 2013
|
|
|
|
As previously reported
|
|
|
Adjustments |
|
|
As revised |
|
Parent
|
|
$ |
(12,704 |
) |
|
$ |
(4 |
) |
|
$ |
(12,708 |
) |
Non-guarantor subsidiaries
|
|
|
0 |
|
|
|
(731 |
) |
|
|
(731 |
) |
Guarantor subsidiaries
|
|
|
(108 |
) |
|
|
255 |
|
|
|
147 |
|
Eliminations
|
|
|
0 |
|
|
|
480 |
|
|
|
480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(12,812 |
) |
|
|
0 |
|
|
|
(12,812 |
) |
|
|
|
|
Parent
|
|
|
(12,619 |
) |
|
|
(89 |
) |
|
|
(12,708 |
) |
Non-guarantor subsidiaries
|
|
|
0 |
|
|
|
(646 |
) |
|
|
(646 |
) |
Guarantor subsidiaries
|
|
|
(108 |
) |
|
|
255 |
|
|
|
147 |
|
Eliminations
|
|
|
0 |
|
|
|
480 |
|
|
|
480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
(12,727 |
) |
|
|
0 |
|
|
|
(12,727 |
) |
|
|
|
|
Parent
|
|
|
(12,515 |
) |
|
|
(193 |
) |
|
|
(12,708 |
) |
Non-guarantor subsidiaries
|
|
|
0 |
|
|
|
(542 |
) |
|
|
(542 |
) |
Guarantor subsidiaries
|
|
|
(108 |
) |
|
|
255 |
|
|
|
147 |
|
Eliminations
|
|
|
0 |
|
|
|
480 |
|
|
|
480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss Central Garden & Pet Company
|
|
$ |
(12,623 |
) |
|
$ |
0 |
|
|
$ |
(12,623 |
) |
In the Consolidating Condensed Statement of Comprehensive Income,
the Company now presents the Non-Guarantor subsidiaries separate
from the Parent. The Company also recorded an adjustment to correct
the beginning net income of the Parent to reflect equity in the
earnings from affiliates.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED
BALANCE SHEET
Three Months Ended December 28, 2013
|
|
|
|
As previously reported
|
|
|
Adjustments |
|
|
As revised |
|
Parent
|
|
$ |
243,083 |
|
|
$ |
(39,609 |
) |
|
$ |
203,474 |
|
Non-guarantor subsidiaries
|
|
|
0 |
|
|
|
37,784 |
|
|
|
37,784 |
|
Guarantor subsidiaries
|
|
|
432,234 |
|
|
|
(2,917 |
) |
|
|
429,317 |
|
Eliminations
|
|
|
(4,742 |
) |
|
|
4,742 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
670,575 |
|
|
|
0 |
|
|
|
670,575 |
|
|
|
|
|
Parent
|
|
|
1,035,812 |
|
|
|
214,228 |
|
|
|
1,250,040 |
|
Non-guarantor subsidiaries
|
|
|
0 |
|
|
|
43,916 |
|
|
|
43,916 |
|
Guarantor subsidiaries
|
|
|
782,817 |
|
|
|
319,254 |
|
|
|
1,102,071 |
|
Eliminations
|
|
|
(662,661 |
) |
|
|
(577,398 |
) |
|
|
(1,240,059 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
1,155,968 |
|
|
$ |
0 |
|
|
$ |
1,155,968 |
|
|
|
|
|
Parent
|
|
$ |
95,493 |
|
|
$ |
(8,569 |
) |
|
$ |
86,924 |
|
Non-guarantor subsidiaries
|
|
|
0 |
|
|
|
8,635 |
|
|
|
8,635 |
|
Guarantor subsidiaries
|
|
|
118,382 |
|
|
|
(4,808 |
) |
|
|
113,574 |
|
Eliminations
|
|
|
(4,742 |
) |
|
|
4,742 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
209,133 |
|
|
|
0 |
|
|
|
209,133 |
|
|
|
|
|
Parent
|
|
|
458,503 |
|
|
|
(609 |
) |
|
|
457,894 |
|
Non-guarantor subsidiaries
|
|
|
0 |
|
|
|
(9,834 |
) |
|
|
(9,834 |
) |
Guarantor subsidiaries
|
|
|
657,919 |
|
|
|
275,349 |
|
|
|
933,268 |
|
Eliminations
|
|
|
(657,919 |
) |
|
|
(264,906 |
) |
|
|
(922,825 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders’ equity
|
|
$ |
458,503 |
|
|
$ |
0 |
|
|
$ |
458,503 |
|
In the Consolidating Condensed Balance Sheet, the Company now
presents the Non-Guarantor subsidiaries separate from the Parent.
The Company 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. The Company also corrected the presentation of
certain deferred tax balances to present on a gross basis by legal
entity.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED STATEMENT
OF CASH FLOWS
Three Months Ended December 28, 2013
|
|
|
|
As previously reported
|
|
|
Adjustments |
|
|
As revised |
|
Parent
|
|
$ |
(10,458 |
) |
|
$ |
3,365 |
|
|
$ |
(7,093 |
) |
Non-guarantor subsidiaries
|
|
|
0 |
|
|
|
(1,954 |
) |
|
|
(1,954 |
) |
Guarantor subsidiaries
|
|
|
40,359 |
|
|
|
1,231 |
|
|
|
41,590 |
|
Eliminations
|
|
|
108 |
|
|
|
(2,642 |
) |
|
|
(2,534 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
30,009 |
|
|
|
0 |
|
|
|
30,009 |
|
|
|
|
|
Parent
|
|
|
37,747 |
|
|
|
(41,158 |
) |
|
|
(3,411 |
) |
Non-guarantor subsidiaries
|
|
|
0 |
|
|
|
(200 |
) |
|
|
(200 |
) |
Guarantor subsidiaries
|
|
|
(39,416 |
) |
|
|
(1,231 |
) |
|
|
(40,647 |
) |
Eliminations
|
|
|
(108 |
) |
|
|
42,589 |
|
|
|
42,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
(1,777 |
) |
|
|
0 |
|
|
|
(1,777 |
) |
|
|
|
|
Parent
|
|
|
(26,687 |
) |
|
|
40,418 |
|
|
|
13,731 |
|
Non-guarantor subsidiaries
|
|
|
0 |
|
|
|
(471 |
) |
|
|
(471 |
) |
Guarantor subsidiaries
|
|
|
(37 |
) |
|
|
(0 |
) |
|
|
(37 |
) |
Eliminations
|
|
|
0 |
|
|
|
(39,947 |
) |
|
|
(39,947 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
$ |
(26,724 |
) |
|
$ |
0 |
|
|
$ |
(26,724 |
) |
In the Consolidating Condensed Statement of Cash Flows, the Company
now presents the Non-Guarantor subsidiaries separate from the
Parent. The Company also presents 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. The Company also corrected the presentation of
the Parent’s cash flow from operating activities to reflect
equity in earnings of affiliates as a non-cash operating activity.
The Company previously presented changes of intercompany
receivables and payables in investing activities.
|