| 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 2023 Notes. Those subsidiaries that are guarantors and co-obligors of the 2023 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
Kaytee Products, Incorporated
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.
During the second quarter of fiscal 2016, the Company added Hydro-Organics Wholesale, Inc., IMS Trading, LLC and IMS Southern, LLC as guarantors of the 2023 Notes. Fiscal year ended September 26, 2015 financial results previously reflected IMS Trading, LLC and IMS Southern, LLC as part of the Parent. In accordance with Rule 3-10 of the Securities and Exchange Commissions Regulation S-X, financial results presented herein for the fiscal year ended September 26, 2015 have been adjusted to reflect the current Guarantor status.
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CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS |
|
|
|
|
Three Months Ended June 25, 2016 |
|
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|
|
(in thousands) |
|
|
|
|
Parent |
|
Non-
Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
Net sales |
|
$ |
162,751 |
|
|
$ |
28,052 |
|
|
$ |
350,013 |
|
|
$ |
(26,272 |
) |
|
$ |
514,544 |
|
Cost of goods sold and occupancy |
|
128,517 |
|
|
18,274 |
|
|
228,343 |
|
|
(24,335 |
) |
|
350,799 |
|
Gross profit |
|
34,234 |
|
|
9,778 |
|
|
121,670 |
|
|
(1,937 |
) |
|
163,745 |
|
Selling, general and administrative expenses |
|
36,826 |
|
|
5,380 |
|
|
75,291 |
|
|
(1,937 |
) |
|
115,560 |
|
Income (loss) from operations |
|
(2,592 |
) |
|
4,398 |
|
|
46,379 |
|
|
— |
|
|
48,185 |
|
Interest expense |
|
(6,904 |
) |
|
(53 |
) |
|
(7 |
) |
|
— |
|
|
(6,964 |
) |
Interest income |
|
42 |
|
|
1 |
|
|
— |
|
|
— |
|
|
43 |
|
Other income (expense) |
|
(108 |
) |
|
(146 |
) |
|
572 |
|
|
— |
|
|
318 |
|
Income (loss) before taxes and equity in earnings of affiliates |
|
(9,562 |
) |
|
4,200 |
|
|
46,944 |
|
|
— |
|
|
41,582 |
|
Income tax expense (benefit) |
|
(3,517 |
) |
|
1,552 |
|
|
16,881 |
|
|
— |
|
|
14,916 |
|
Equity in earnings of affiliates |
|
32,075 |
|
|
— |
|
|
2,148 |
|
|
(34,223 |
) |
|
— |
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Net income including noncontrolling interest |
|
26,030 |
|
|
2,648 |
|
|
32,211 |
|
|
(34,223 |
) |
|
26,666 |
|
Net income attributable to noncontrolling interest |
|
— |
|
|
636 |
|
|
— |
|
|
— |
|
|
636 |
|
Net income attributable to Central Garden & Pet Company |
|
$ |
26,030 |
|
|
$ |
2,012 |
|
|
$ |
32,211 |
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$ |
(34,223 |
) |
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$ |
26,030 |
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CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS |
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Three Months Ended June 27, 2015 |
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(in thousands) |
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Parent |
|
Non-
Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
Net sales |
|
$ |
133,886 |
|
|
$ |
31,291 |
|
|
$ |
319,470 |
|
|
$ |
(25,201 |
) |
|
$ |
459,446 |
|
Cost of goods sold and occupancy |
|
104,121 |
|
|
22,399 |
|
|
214,110 |
|
|
(23,221 |
) |
|
317,409 |
|
Gross profit |
|
29,765 |
|
|
8,892 |
|
|
105,360 |
|
|
(1,980 |
) |
|
142,037 |
|
Selling, general and administrative expenses |
|
31,223 |
|
|
5,461 |
|
|
68,340 |
|
|
(1,980 |
) |
|
103,044 |
|
Income (loss) from operations |
|
(1,458 |
) |
|
3,431 |
|
|
37,020 |
|
|
— |
|
|
38,993 |
|
Interest expense |
|
(8,924 |
) |
|
(52 |
) |
|
(2 |
) |
|
— |
|
|
(8,978 |
) |
Interest income |
|
6 |
|
|
1 |
|
|
— |
|
|
— |
|
|
7 |
|
Other income |
|
318 |
|
|
— |
|
|
267 |
|
|
— |
|
|
585 |
|
Income (loss) before taxes and equity in earnings of affiliates |
|
(10,058 |
) |
|
3,380 |
|
|
37,285 |
|
|
— |
|
|
30,607 |
|
Income tax expense (benefit) |
|
(3,982 |
) |
|
1,265 |
|
|
14,201 |
|
|
— |
|
|
11,484 |
|
Equity in earnings of affiliates |
|
24,876 |
|
|
— |
|
|
1,780 |
|
|
(26,656 |
) |
|
— |
|
Net income including noncontrolling interest |
|
18,800 |
|
|
2,115 |
|
|
24,864 |
|
|
(26,656 |
) |
|
19,123 |
|
Net income attributable to noncontrolling interest |
|
— |
|
|
323 |
|
|
— |
|
|
— |
|
|
323 |
|
Net income attributable to Central Garden & Pet Company |
|
$ |
18,800 |
|
|
$ |
1,792 |
|
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$ |
24,864 |
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|
$ |
(26,656 |
) |
|
$ |
18,800 |
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CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS |
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|
Nine Months Ended June 25, 2016 |
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(in thousands) |
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|
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Parent |
|
Non-
Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
Net sales |
|
$ |
456,568 |
|
|
$ |
73,324 |
|
|
$ |
953,925 |
|
|
$ |
(68,212 |
) |
|
$ |
1,415,605 |
|
Cost of goods sold and occupancy |
|
360,745 |
|
|
54,319 |
|
|
631,251 |
|
|
(63,580 |
) |
|
982,735 |
|
Gross profit |
|
95,823 |
|
|
19,005 |
|
|
322,674 |
|
|
(4,632 |
) |
|
432,870 |
|
Selling, general and administrative expenses |
|
102,990 |
|
|
14,283 |
|
|
203,868 |
|
|
(4,632 |
) |
|
316,509 |
|
Income (loss) from operations |
|
(7,167 |
) |
|
4,722 |
|
|
118,806 |
|
|
— |
|
|
116,361 |
|
Interest expense |
|
(36,065 |
) |
|
(133 |
) |
|
(7 |
) |
|
— |
|
|
(36,205 |
) |
Interest income |
|
71 |
|
|
3 |
|
|
— |
|
|
— |
|
|
74 |
|
Other income (expense) |
|
(286 |
) |
|
(409 |
) |
|
452 |
|
|
— |
|
|
(243 |
) |
Income (loss) before taxes and equity in earnings of affiliates |
|
(43,447 |
) |
|
4,183 |
|
|
119,251 |
|
|
— |
|
|
79,987 |
|
Income tax expense (benefit) |
|
(15,437 |
) |
|
1,749 |
|
|
42,197 |
|
|
— |
|
|
28,509 |
|
Equity in earnings of affiliates |
|
78,135 |
|
|
— |
|
|
1,971 |
|
|
(80,106 |
) |
|
— |
|
Net income including noncontrolling interest |
|
50,125 |
|
|
2,434 |
|
|
79,025 |
|
|
(80,106 |
) |
|
51,478 |
|
Net income attributable to noncontrolling interest |
|
— |
|
|
1,353 |
|
|
— |
|
|
— |
|
|
1,353 |
|
Net income attributable to Central Garden & Pet Company |
|
$ |
50,125 |
|
|
$ |
1,081 |
|
|
$ |
79,025 |
|
|
$ |
(80,106 |
) |
|
$ |
50,125 |
|
|
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|
|
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|
CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS |
|
|
|
|
Nine Months Ended June 27, 2015 |
|
|
|
|
(in thousands) |
|
|
|
|
Parent |
|
Non-
Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
Net sales |
|
$ |
380,862 |
|
|
$ |
86,048 |
|
|
$ |
865,589 |
|
|
$ |
(68,131 |
) |
|
$ |
1,264,368 |
|
Cost of goods sold and occupancy |
|
296,568 |
|
|
66,522 |
|
|
584,604 |
|
|
(63,406 |
) |
|
884,288 |
|
Gross profit |
|
84,294 |
|
|
19,526 |
|
|
280,985 |
|
|
(4,725 |
) |
|
380,080 |
|
Selling, general and administrative expenses |
|
89,917 |
|
|
14,799 |
|
|
189,987 |
|
|
(4,725 |
) |
|
289,978 |
|
Income (loss) from operations |
|
(5,623 |
) |
|
4,727 |
|
|
90,998 |
|
|
— |
|
|
90,102 |
|
Interest expense |
|
(31,226 |
) |
|
(128 |
) |
|
(3 |
) |
|
— |
|
|
(31,357 |
) |
Interest income |
|
94 |
|
|
2 |
|
|
— |
|
|
— |
|
|
96 |
|
Other income (expense) |
|
(359 |
) |
|
— |
|
|
455 |
|
|
— |
|
|
96 |
|
Income (loss) before taxes and equity in earnings of affiliates |
|
(37,114 |
) |
|
4,601 |
|
|
91,450 |
|
|
— |
|
|
58,937 |
|
Income tax expense (benefit) |
|
(13,562 |
) |
|
1,773 |
|
|
33,316 |
|
|
— |
|
|
21,527 |
|
Equity in earnings of affiliates |
|
59,892 |
|
|
— |
|
|
1,989 |
|
|
(61,881 |
) |
|
— |
|
Net income including noncontrolling interest |
|
36,340 |
|
|
2,828 |
|
|
60,123 |
|
|
(61,881 |
) |
|
37,410 |
|
Net income attributable to noncontrolling interest |
|
— |
|
|
1,070 |
|
|
— |
|
|
— |
|
|
1,070 |
|
Net income attributable to Central Garden & Pet Company |
|
$ |
36,340 |
|
|
$ |
1,758 |
|
|
$ |
60,123 |
|
|
$ |
(61,881 |
) |
|
$ |
36,340 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME |
|
|
Three Months Ended June 25, 2016 |
|
|
(in thousands) |
|
|
Parent |
|
Non-
Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
Net income |
|
$ |
26,030 |
|
|
$ |
2,648 |
|
|
$ |
32,211 |
|
|
$ |
(34,223 |
) |
|
$ |
26,666 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
(277 |
) |
|
(233 |
) |
|
25 |
|
|
208 |
|
|
(277 |
) |
Total comprehensive income |
|
25,753 |
|
|
2,415 |
|
|
32,236 |
|
|
(34,015 |
) |
|
26,389 |
|
Comprehensive income attributable to noncontrolling interests |
|
— |
|
|
636 |
|
|
— |
|
|
— |
|
|
636 |
|
Comprehensive income attributable to Central Garden & Pet Company |
|
$ |
25,753 |
|
|
$ |
1,779 |
|
|
$ |
32,236 |
|
|
$ |
(34,015 |
) |
|
$ |
25,753 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME |
|
|
Three Months Ended June 27, 2015 |
|
|
(in thousands) |
|
|
Parent |
|
Non-
Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
Net income |
|
$ |
18,800 |
|
|
$ |
2,115 |
|
|
$ |
24,864 |
|
|
$ |
(26,656 |
) |
|
$ |
19,123 |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
615 |
|
|
456 |
|
|
24 |
|
|
(480 |
) |
|
615 |
|
Total comprehensive income |
|
19,415 |
|
|
2,571 |
|
|
24,888 |
|
|
(27,136 |
) |
|
19,738 |
|
Comprehensive income attributable to noncontrolling interests |
|
— |
|
|
323 |
|
|
— |
|
|
— |
|
|
323 |
|
Comprehensive income attributable to Central Garden & Pet Company |
|
$ |
19,415 |
|
|
$ |
2,248 |
|
|
$ |
24,888 |
|
|
$ |
(27,136 |
) |
|
$ |
19,415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME |
|
|
Nine Months Ended June 25, 2016 |
|
|
(in thousands) |
|
|
Parent |
|
Non-
Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
Net income |
|
$ |
50,125 |
|
|
$ |
2,434 |
|
|
$ |
79,025 |
|
|
$ |
(80,106 |
) |
|
$ |
51,478 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
(969 |
) |
|
(773 |
) |
|
32 |
|
|
741 |
|
|
(969 |
) |
Total comprehensive income |
|
49,156 |
|
|
1,661 |
|
|
79,057 |
|
|
(79,365 |
) |
|
50,509 |
|
Comprehensive income attributable to noncontrolling interests |
|
— |
|
|
1,353 |
|
|
— |
|
|
— |
|
|
1,353 |
|
Comprehensive income attributable to Central Garden & Pet Company |
|
$ |
49,156 |
|
|
$ |
308 |
|
|
$ |
79,057 |
|
|
$ |
(79,365 |
) |
|
$ |
49,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME |
|
|
Nine Months Ended June 27, 2015 |
|
|
(in thousands) |
|
|
Parent |
|
Non-
Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
Net income |
|
$ |
36,340 |
|
|
$ |
2,828 |
|
|
$ |
60,123 |
|
|
$ |
(61,881 |
) |
|
$ |
37,410 |
|
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
Unrealized loss on securities |
|
(10 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(10 |
) |
Reclassification of realized loss on securities included in net income |
|
20 |
|
|
— |
|
|
— |
|
|
— |
|
|
20 |
|
Foreign currency translation |
|
(563 |
) |
|
(244 |
) |
|
(244 |
) |
|
488 |
|
|
(563 |
) |
Total comprehensive income |
|
35,787 |
|
|
2,584 |
|
|
59,879 |
|
|
(61,393 |
) |
|
36,857 |
|
Comprehensive income attributable to noncontrolling interests |
|
— |
|
|
1,070 |
|
|
— |
|
|
— |
|
|
1,070 |
|
Comprehensive income attributable to Central Garden & Pet Company |
|
$ |
35,787 |
|
|
$ |
1,514 |
|
|
$ |
59,879 |
|
|
$ |
(61,393 |
) |
|
$ |
35,787 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED BALANCE SHEET |
|
|
June 25, 2016 |
|
|
(in thousands) |
|
|
Parent |
|
Non-
Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
30,477 |
|
|
$ |
8,675 |
|
|
$ |
848 |
|
|
$ |
— |
|
|
$ |
40,000 |
|
Restricted cash |
|
12,029 |
|
|
— |
|
|
— |
|
|
— |
|
|
12,029 |
|
Accounts receivable, net |
|
74,162 |
|
|
9,395 |
|
|
158,397 |
|
|
— |
|
|
241,954 |
|
Inventories |
|
105,440 |
|
|
9,037 |
|
|
247,336 |
|
|
— |
|
|
361,813 |
|
Prepaid expenses and other |
|
20,543 |
|
|
1,039 |
|
|
23,493 |
|
|
— |
|
|
45,075 |
|
Total current assets |
|
242,651 |
|
|
28,146 |
|
|
430,074 |
|
|
— |
|
|
700,871 |
|
Land, buildings, improvements and equipment, net |
|
43,475 |
|
|
3,877 |
|
|
112,078 |
|
|
— |
|
|
159,430 |
|
Goodwill |
|
18,858 |
|
|
— |
|
|
214,153 |
|
|
— |
|
|
233,011 |
|
Other long-term assets |
|
37,139 |
|
|
3,294 |
|
|
84,702 |
|
|
(1,540 |
) |
|
123,595 |
|
Intercompany receivable |
|
31,005 |
|
|
— |
|
|
478,780 |
|
|
(509,785 |
) |
|
— |
|
Investment in subsidiaries |
|
1,130,148 |
|
|
— |
|
|
— |
|
|
(1,130,148 |
) |
|
— |
|
Total |
|
$ |
1,503,276 |
|
|
$ |
35,317 |
|
|
$ |
1,319,787 |
|
|
$ |
(1,641,473 |
) |
|
$ |
1,216,907 |
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
26,818 |
|
|
$ |
6,210 |
|
|
$ |
63,878 |
|
|
$ |
— |
|
|
$ |
96,906 |
|
Accrued expenses |
|
48,981 |
|
|
2,290 |
|
|
51,682 |
|
|
— |
|
|
102,953 |
|
Current portion of long-term debt |
|
154 |
|
|
— |
|
|
376 |
|
|
— |
|
|
530 |
|
Total current liabilities |
|
75,953 |
|
|
8,500 |
|
|
115,936 |
|
|
— |
|
|
200,389 |
|
Long-term debt |
|
394,164 |
|
|
— |
|
|
439 |
|
|
— |
|
|
394,603 |
|
Intercompany payable |
|
468,039 |
|
|
41,746 |
|
|
— |
|
|
(509,785 |
) |
|
— |
|
Losses in excess of investment in subsidiaries |
|
— |
|
|
— |
|
|
14,780 |
|
|
(14,780 |
) |
|
— |
|
Other long-term obligations |
|
9,036 |
|
|
— |
|
|
56,479 |
|
|
(1,540 |
) |
|
63,975 |
|
Total Central Garden & Pet shareholders’ equity (deficit) |
|
556,084 |
|
|
(16,785 |
) |
|
1,132,153 |
|
|
(1,115,368 |
) |
|
556,084 |
|
Noncontrolling interest |
|
— |
|
|
1,856 |
|
|
— |
|
|
— |
|
|
1,856 |
|
Total equity (deficit) |
|
556,084 |
|
|
(14,929 |
) |
|
1,132,153 |
|
|
(1,115,368 |
) |
|
557,940 |
|
Total |
|
$ |
1,503,276 |
|
|
$ |
35,317 |
|
|
$ |
1,319,787 |
|
|
$ |
(1,641,473 |
) |
|
$ |
1,216,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED BALANCE SHEET |
|
|
June 27, 2015 |
|
|
(in thousands) |
|
|
Parent |
|
Non-
Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
30,640 |
|
|
$ |
10,606 |
|
|
$ |
2,595 |
|
|
$ |
— |
|
|
$ |
43,841 |
|
Restricted cash |
|
12,590 |
|
|
— |
|
|
— |
|
|
— |
|
|
12,590 |
|
Short term investments |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Accounts receivable, net |
|
56,528 |
|
|
11,152 |
|
|
155,469 |
|
|
— |
|
|
223,149 |
|
Inventories |
|
86,211 |
|
|
14,409 |
|
|
239,613 |
|
|
— |
|
|
340,233 |
|
Prepaid expenses and other |
|
25,727 |
|
|
1,260 |
|
|
27,571 |
|
|
— |
|
|
54,558 |
|
Total current assets |
|
211,696 |
|
|
37,427 |
|
|
425,248 |
|
|
— |
|
|
674,371 |
|
Land, buildings, improvements and equipment, net |
|
54,176 |
|
|
3,540 |
|
|
105,253 |
|
|
— |
|
|
162,969 |
|
Goodwill |
|
— |
|
|
— |
|
|
209,089 |
|
|
— |
|
|
209,089 |
|
Other long-term assets |
|
28,255 |
|
|
3,877 |
|
|
80,193 |
|
|
(3,017 |
) |
|
109,308 |
|
Intercompany receivable |
|
36,989 |
|
|
— |
|
|
386,955 |
|
|
(423,944 |
) |
|
— |
|
Investment in subsidiaries |
|
1,042,817 |
|
|
— |
|
|
— |
|
|
(1,042,817 |
) |
|
— |
|
Total |
|
$ |
1,373,933 |
|
|
$ |
44,844 |
|
|
$ |
1,206,738 |
|
|
$ |
(1,469,778 |
) |
|
$ |
1,155,737 |
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
28,927 |
|
|
$ |
6,501 |
|
|
$ |
54,995 |
|
|
$ |
— |
|
|
$ |
90,423 |
|
Accrued expenses |
|
59,275 |
|
|
2,928 |
|
|
47,867 |
|
|
— |
|
|
110,070 |
|
Current portion of long-term debt |
|
260 |
|
|
— |
|
|
30 |
|
|
— |
|
|
290 |
|
Total current liabilities |
|
88,462 |
|
|
9,429 |
|
|
102,892 |
|
|
— |
|
|
200,783 |
|
Long-term debt |
|
396,322 |
|
|
— |
|
|
73 |
|
|
— |
|
|
396,395 |
|
Intercompany payable |
|
377,284 |
|
|
46,660 |
|
|
— |
|
|
(423,944 |
) |
|
— |
|
Losses in excess of investment in subsidiaries |
|
— |
|
|
— |
|
|
12,324 |
|
|
(12,324 |
) |
|
— |
|
Other long-term obligations |
|
1,573 |
|
|
— |
|
|
48,591 |
|
|
(3,017 |
) |
|
47,147 |
|
Total Central Garden & Pet shareholders’ equity (deficit) |
|
510,292 |
|
|
(12,365 |
) |
|
1,042,858 |
|
|
(1,030,493 |
) |
|
510,292 |
|
Noncontrolling interest |
|
— |
|
|
1,120 |
|
|
— |
|
|
— |
|
|
1,120 |
|
Total equity (deficit) |
|
510,292 |
|
|
(11,245 |
) |
|
1,042,858 |
|
|
(1,030,493 |
) |
|
511,412 |
|
Total |
|
$ |
1,373,933 |
|
|
$ |
44,844 |
|
|
$ |
1,206,738 |
|
|
$ |
(1,469,778 |
) |
|
$ |
1,155,737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED BALANCE SHEET |
|
|
September 26, 2015 |
|
|
(in thousands) |
|
|
Parent |
|
Non-
Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
36,280 |
|
|
$ |
10,022 |
|
|
$ |
1,282 |
|
|
$ |
— |
|
|
$ |
47,584 |
|
Restricted cash |
|
13,157 |
|
|
— |
|
|
— |
|
|
— |
|
|
13,157 |
|
Accounts receivable, net |
|
46,326 |
|
|
6,775 |
|
|
154,301 |
|
|
— |
|
|
207,402 |
|
Inventories |
|
86,109 |
|
|
11,690 |
|
|
238,147 |
|
|
— |
|
|
335,946 |
|
Prepaid expenses and other assets |
|
22,926 |
|
|
848 |
|
|
25,957 |
|
|
— |
|
|
49,731 |
|
Total current assets |
|
204,798 |
|
|
29,335 |
|
|
419,687 |
|
|
— |
|
|
653,820 |
|
Land, buildings, improvements and equipment, net |
|
51,409 |
|
|
3,663 |
|
|
107,737 |
|
|
— |
|
|
162,809 |
|
Goodwill |
|
— |
|
|
— |
|
|
209,089 |
|
|
— |
|
|
209,089 |
|
Other long-term assets |
|
25,881 |
|
|
3,662 |
|
|
82,436 |
|
|
(6,100 |
) |
|
105,879 |
|
Intercompany receivable |
|
32,695 |
|
|
— |
|
|
415,001 |
|
|
(447,696 |
) |
|
— |
|
Investment in subsidiaries |
|
1,052,644 |
|
|
— |
|
|
— |
|
|
(1,052,644 |
) |
|
— |
|
Total |
|
$ |
1,367,427 |
|
|
$ |
36,660 |
|
|
$ |
1,233,950 |
|
|
$ |
(1,506,440 |
) |
|
$ |
1,131,597 |
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
20,506 |
|
|
$ |
2,543 |
|
|
$ |
65,840 |
|
|
$ |
— |
|
|
$ |
88,889 |
|
Accrued expenses and other liabilities |
|
38,723 |
|
|
1,789 |
|
|
47,212 |
|
|
— |
|
|
87,724 |
|
Current portion of long term debt |
|
261 |
|
|
— |
|
|
30 |
|
|
— |
|
|
291 |
|
Total current liabilities |
|
59,490 |
|
|
4,332 |
|
|
113,082 |
|
|
— |
|
|
176,904 |
|
Long-term debt |
|
396,626 |
|
|
— |
|
|
65 |
|
|
— |
|
|
396,691 |
|
Intercompany payable |
|
404,255 |
|
|
43,441 |
|
|
— |
|
|
(447,696 |
) |
|
— |
|
Losses in excess of investment in subsidiaries |
|
— |
|
|
— |
|
|
11,867 |
|
|
(11,867 |
) |
|
— |
|
Other long-term obligations |
|
1,770 |
|
|
— |
|
|
55,952 |
|
|
(6,100 |
) |
|
51,622 |
|
Total Central Garden & Pet shareholders’ equity (deficit) |
|
505,286 |
|
|
(12,207 |
) |
|
1,052,984 |
|
|
(1,040,777 |
) |
|
505,286 |
|
Noncontrolling interest |
|
— |
|
|
1,094 |
|
|
— |
|
|
— |
|
|
1,094 |
|
Total equity (deficit) |
|
505,286 |
|
|
(11,113 |
) |
|
1,052,984 |
|
|
(1,040,777 |
) |
|
506,380 |
|
Total |
|
$ |
1,367,427 |
|
|
$ |
36,660 |
|
|
$ |
1,233,950 |
|
|
$ |
(1,506,440 |
) |
|
$ |
1,131,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS |
|
|
Nine Months Ended June 25, 2016 |
|
|
(in thousands) |
|
|
Parent |
|
Non-
Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
Net cash provided by operating activities |
|
$ |
4,127 |
|
|
$ |
6,082 |
|
|
$ |
84,258 |
|
|
$ |
(4,884 |
) |
|
$ |
89,583 |
|
Additions to property, plant and equipment |
|
(1,876 |
) |
|
(577 |
) |
|
(17,033 |
) |
|
— |
|
|
(19,486 |
) |
Payments to acquire companies, net of cash acquired |
|
(60,916 |
) |
|
— |
|
|
(7,985 |
) |
|
— |
|
|
(68,901 |
) |
Proceeds from sale of plant assets |
|
— |
|
|
— |
|
|
3,899 |
|
|
— |
|
|
3,899 |
|
Change in restricted cash and cash equivalents |
|
1,129 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,129 |
|
Other investing activities |
|
(550 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(550 |
) |
Intercompany investing activities |
|
1,689 |
|
|
— |
|
|
(63,778 |
) |
|
62,089 |
|
|
— |
|
Net cash used by investing activities |
|
(60,524 |
) |
|
(577 |
) |
|
(84,897 |
) |
|
62,089 |
|
|
(83,909 |
) |
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 |
|
(400,208 |
) |
|
— |
|
|
(22 |
) |
|
— |
|
|
(400,230 |
) |
Issuance of long-term debt |
|
400,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
400,000 |
|
Excess tax benefits from stock-based awards |
|
4,726 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,726 |
|
Proceeds from issuance of common stock |
|
280 |
|
|
|
|
|
|
|
|
280 |
|
Repurchase of common stock |
|
(9,429 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(9,429 |
) |
Distribution to parent |
|
— |
|
|
(4,884 |
) |
|
— |
|
|
4,884 |
|
|
— |
|
Distribution to noncontrolling interest |
|
— |
|
|
(592 |
) |
|
— |
|
|
— |
|
|
(592 |
) |
Payment of financing costs |
|
(7,560 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(7,560 |
) |
Intercompany financing activities |
|
63,786 |
|
|
(1,697 |
) |
|
— |
|
|
(62,089 |
) |
|
— |
|
Net cash provided (used) by financing activities |
|
51,595 |
|
|
(7,173 |
) |
|
(22 |
) |
|
(57,205 |
) |
|
(12,805 |
) |
Effect of exchange rates on cash |
|
(1,001 |
) |
|
321 |
|
|
227 |
|
|
— |
|
|
(453 |
) |
Net increase (decrease) in cash and cash equivalents |
|
(5,803 |
) |
|
(1,347 |
) |
|
(434 |
) |
|
— |
|
|
(7,584 |
) |
Cash and cash equivalents at beginning of period |
|
36,280 |
|
|
10,022 |
|
|
1,282 |
|
|
— |
|
|
47,584 |
|
Cash and cash equivalents at end of period |
|
$ |
30,477 |
|
|
$ |
8,675 |
|
|
$ |
848 |
|
|
$ |
— |
|
|
$ |
40,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS |
|
|
Nine Months Ended June 27, 2015 |
|
|
(in thousands) |
|
|
Parent |
|
Non-Guarantor
Subsidiaries
|
|
Guarantor
Subsidiaries
|
|
Eliminations |
|
Consolidated |
Net cash provided by operating activities |
|
$ |
6,844 |
|
|
$ |
4,862 |
|
|
$ |
51,610 |
|
|
$ |
(6,719 |
) |
|
$ |
56,597 |
|
Additions to property, plant and equipment |
|
(2,044 |
) |
|
(180 |
) |
|
(15,936 |
) |
|
— |
|
|
(18,160 |
) |
Payments to acquire companies, net of cash acquired |
|
(16,000 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(16,000 |
) |
Proceeds from short-term investments |
|
9,997 |
|
|
— |
|
|
— |
|
|
— |
|
|
9,997 |
|
Change in restricted cash and cash equivalents |
|
1,693 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,693 |
|
Investment in short-term investments |
|
(17 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(17 |
) |
Other investing activities |
|
(489 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(489 |
) |
Intercompany investing activities |
|
(20,083 |
) |
|
— |
|
|
(35,533 |
) |
|
55,616 |
|
|
— |
|
Net cash used by investing activities |
|
(26,943 |
) |
|
(180 |
) |
|
(51,469 |
) |
|
55,616 |
|
|
(22,976 |
) |
Repayments of long-term debt |
|
(50,196 |
) |
|
— |
|
|
(20 |
) |
|
— |
|
|
(50,216 |
) |
Borrowings under revolving line of credit |
|
312,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
312,000 |
|
Repayments on revolving line of credit |
|
(312,000 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(312,000 |
) |
Proceeds from issuance of common stock |
|
2,148 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,148 |
|
Excess tax benefits from stock-based awards |
|
685 |
|
|
— |
|
|
— |
|
|
— |
|
|
685 |
|
Repurchase of common stock |
|
(19,021 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(19,021 |
) |
Distribution to parent |
|
— |
|
|
(6,719 |
) |
|
— |
|
|
6,719 |
|
|
— |
|
Distribution to noncontrolling interest |
|
— |
|
|
(1,680 |
) |
|
— |
|
|
— |
|
|
(1,680 |
) |
Intercompany financing activities |
|
53,971 |
|
|
1,645 |
|
|
— |
|
|
(55,616 |
) |
|
— |
|
Net cash used by financing activities |
|
(12,413 |
) |
|
(6,754 |
) |
|
(20 |
) |
|
(48,897 |
) |
|
(68,084 |
) |
Effect of exchange rates on cash |
|
(319 |
) |
|
(128 |
) |
|
75 |
|
|
— |
|
|
(372 |
) |
Net increase decrease in cash and cash equivalents |
|
(32,831 |
) |
|
(2,200 |
) |
|
196 |
|
|
— |
|
|
(34,835 |
) |
Cash and cash equivalents at beginning of year |
|
63,471 |
|
|
12,806 |
|
|
2,399 |
|
|
— |
|
|
78,676 |
|
Cash and cash equivalents at end of year |
|
$ |
30,640 |
|
|
$ |
10,606 |
|
|
$ |
2,595 |
|
|
$ |
— |
|
|
$ |
43,841 |
|
|