| 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 and have been
included in the financial results of the Parent in the information
below. These Non-Guarantor entities are not material to the Parent.
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)
During fiscal
2012, the Company merged certain of its subsidiaries into the
Parent. In fiscal years 2011, the following were included as
Guarantor Subsidiaries because they were separate legal entities at
that time:
Grant
Laboratories, Inc.
Interpet USA,
LLC
Matthews
Redwood & Nursery Supply, Inc.
Fiscal 2012 and
2013 financial results reflect these entities as part of the
Parent. Fiscal 2011 financial results presented herein have been
restated to reflect the current Guarantor structure.
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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|
|
|
|
|
|
|
|
|
|
|
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|
CONSOLIDATING CONDENSED
STATEMENT OF OPERATIONS
Fiscal Year
Ended September 28, 2013
(in
thousands)
|
|
|
|
Parent |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
|
Net sales
|
|
$ |
502,311 |
|
|
$ |
1,198,672 |
|
|
$ |
(47,350 |
) |
|
$ |
1,653,633 |
|
|
Cost of goods sold and
occupancy
|
|
|
402,801 |
|
|
|
834,280 |
|
|
|
(47,350 |
) |
|
|
1,189,731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
99,510 |
|
|
|
364,392 |
|
|
|
0 |
|
|
|
463,902 |
|
|
Selling, general and
administrative expenses
|
|
|
141,447 |
|
|
|
274,591 |
|
|
|
0 |
|
|
|
416,038 |
|
|
Goodwill
impairment
|
|
|
0 |
|
|
|
7,709 |
|
|
|
0 |
|
|
|
7,709 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from
operations
|
|
|
(41,937 |
) |
|
|
82,092 |
|
|
|
0 |
|
|
|
40,155 |
|
|
Interest –
net
|
|
|
(43,047 |
) |
|
|
77 |
|
|
|
0 |
|
|
|
(42,970 |
) |
|
Other income
(expense)
|
|
|
(3,791 |
) |
|
|
3,114 |
|
|
|
0 |
|
|
|
(677 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income
taxes and noncontrolling interest
|
|
|
(88,775 |
) |
|
|
85,283 |
|
|
|
0 |
|
|
|
(3,492 |
) |
|
Income tax expense
(benefit)
|
|
|
(47,803 |
) |
|
|
45,211 |
|
|
|
0 |
|
|
|
(2,592 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) including
noncontrolling interest
|
|
|
(40,972 |
) |
|
|
40,072 |
|
|
|
0 |
|
|
|
(900 |
) |
|
Net income attributable to
noncontrolling interest
|
|
|
1,029 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
attributable to Central Garden & Pet Company before equity in
undistributed income of guarantor subsidiaries
|
|
|
(42,001 |
) |
|
|
40,072 |
|
|
|
0 |
|
|
|
(1,929 |
) |
|
Equity in undistributed
income of guarantor subsidiaries
|
|
|
40,072 |
|
|
|
0 |
|
|
|
(40,072 |
) |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to
Central Garden & Pet Company
|
|
$ |
(1,929 |
) |
|
$ |
40,072 |
|
|
$ |
(40,072 |
) |
|
$ |
(1,929 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED
STATEMENT OF OPERATIONS
Fiscal Year
Ended September 29, 2012
(in
thousands)
|
|
|
|
Parent |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
|
Net sales
|
|
$ |
527,901 |
|
|
$ |
1,244,430 |
|
|
$ |
(72,318 |
) |
|
$ |
1,700,013 |
|
|
Cost of goods sold and
occupancy
|
|
|
383,990 |
|
|
|
874,183 |
|
|
|
(72,318 |
) |
|
|
1,185,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
143,911 |
|
|
|
370,247 |
|
|
|
0 |
|
|
|
514,158 |
|
|
Selling, general and
administrative expenses
|
|
|
144,171 |
|
|
|
295,566 |
|
|
|
0 |
|
|
|
439,737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from
operations
|
|
|
(260 |
) |
|
|
74,681 |
|
|
|
0 |
|
|
|
74,421 |
|
|
Interest –
net
|
|
|
(40,324 |
) |
|
|
154 |
|
|
|
0 |
|
|
|
(40,170 |
) |
|
Other income
(expense)
|
|
|
(3,764 |
) |
|
|
4,442 |
|
|
|
0 |
|
|
|
678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income
taxes and noncontrolling interest
|
|
|
(44,348 |
) |
|
|
79,277 |
|
|
|
0 |
|
|
|
34,929 |
|
|
Income tax expense
(benefit)
|
|
|
(15,698 |
) |
|
|
28,514 |
|
|
|
0 |
|
|
|
12,816 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) including
noncontrolling interest
|
|
|
(28,650 |
) |
|
|
50,763 |
|
|
|
0 |
|
|
|
22,113 |
|
|
Net income attributable to
noncontrolling interest
|
|
|
940 |
|
|
|
0 |
|
|
|
0 |
|
|
|
940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
attributable to Central Garden & Pet Company before equity in
undistributed income of guarantor subsidiaries
|
|
|
(29,590 |
) |
|
|
50,763 |
|
|
|
0 |
|
|
|
21,173 |
|
|
Equity in undistributed
income of guarantor subsidiaries
|
|
|
50,763 |
|
|
|
0 |
|
|
|
(50,763 |
) |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to
Central Garden & Pet Company
|
|
$ |
21,173 |
|
|
$ |
50,763 |
|
|
$ |
(50,763 |
) |
|
$ |
21,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED
STATEMENT OF OPERATIONS
Fiscal Year
Ended September 24, 2011
(in
thousands)
|
|
|
|
Parent |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
|
Net sales
|
|
$ |
500,668 |
|
|
$ |
1,244,207 |
|
|
$ |
(116,223 |
) |
|
$ |
1,628,652 |
|
|
Cost of goods sold and
occupancy
|
|
|
374,215 |
|
|
|
876,741 |
|
|
|
(116,223 |
) |
|
|
1,134,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
126,453 |
|
|
|
367,466 |
|
|
|
0 |
|
|
|
493,919 |
|
|
Selling, general and
administrative expenses
|
|
|
132,974 |
|
|
|
275,770 |
|
|
|
0 |
|
|
|
408,744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from
operations
|
|
|
(6,521 |
) |
|
|
91,696 |
|
|
|
0 |
|
|
|
85,175 |
|
|
Interest –
net
|
|
|
(37,984 |
) |
|
|
236 |
|
|
|
0 |
|
|
|
(37,748 |
) |
|
Other income
(expense)
|
|
|
(236 |
) |
|
|
786 |
|
|
|
0 |
|
|
|
550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income
taxes and noncontrolling interest
|
|
|
(44,741 |
) |
|
|
92,718 |
|
|
|
0 |
|
|
|
47,977 |
|
|
Income tax expense
(benefit)
|
|
|
(17,299 |
) |
|
|
36,894 |
|
|
|
0 |
|
|
|
19,595 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) including
noncontrolling interest
|
|
|
(27,442 |
) |
|
|
55,824 |
|
|
|
|
|
|
|
28,382 |
|
|
Net income attributable to
noncontrolling interest
|
|
|
59 |
|
|
|
0 |
|
|
|
0 |
|
|
|
59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
attributable to Central Garden & Pet Company before equity in
undistributed income of guarantor subsidiaries
|
|
|
(27,501 |
) |
|
|
55,824 |
|
|
|
0 |
|
|
|
28,323 |
|
|
Equity in undistributed
income of guarantor subsidiaries
|
|
|
55,824 |
|
|
|
0 |
|
|
|
(55,824 |
) |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to
Central Garden & Pet Company
|
|
$ |
28,323 |
|
|
$ |
55,824 |
|
|
$ |
(55,824 |
) |
|
$ |
28,323 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED
STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
Fiscal Year
Ended September 28, 2013
(in
thousands)
(unaudited)
|
|
|
|
Parent |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
|
Net income
(loss)
|
|
$ |
(40,972 |
) |
|
$ |
40,072 |
|
|
$ |
0 |
|
|
$ |
(900 |
) |
|
Other comprehensive
loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency
translation
|
|
|
(97 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(97 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
(loss)
|
|
|
(41,069 |
) |
|
|
40,072 |
|
|
|
0 |
|
|
|
(997 |
) |
|
Comprehensive income
attributable to noncontrolling interests
|
|
|
1,029 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
attributable to Central Garden & Pet Company
|
|
$ |
(42,098 |
) |
|
$ |
40,072 |
|
|
$ |
0 |
|
|
$ |
(2,026 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED
STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
Fiscal Ended
September 29, 2012
(in
thousands)
(unaudited)
|
|
|
|
Parent |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
|
Net income
(loss)
|
|
$ |
(28,650 |
) |
|
$ |
50,763 |
|
|
$ |
0 |
|
|
$ |
22,113 |
|
|
Other comprehensive
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency
translation
|
|
|
520 |
|
|
|
0 |
|
|
|
0 |
|
|
|
520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
(loss)
|
|
|
(28,130 |
) |
|
|
50,763 |
|
|
|
0 |
|
|
|
22,633 |
|
|
Comprehensive income
attributable to noncontrolling interests
|
|
|
940 |
|
|
|
0 |
|
|
|
0 |
|
|
|
940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
attributable to Central Garden & Pet Company
|
|
$ |
(29,070 |
) |
|
$ |
50,763 |
|
|
$ |
0 |
|
|
$ |
21,693 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED
STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
Fiscal Ended
September 24, 2011
(in
thousands)
(unaudited)
|
|
|
|
Parent |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
|
Net income
(loss)
|
|
$ |
(27,442 |
) |
|
$ |
55,824 |
|
|
$ |
0 |
|
|
$ |
28,382 |
|
|
Other comprehensive
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency
translation
|
|
|
75 |
|
|
|
0 |
|
|
|
0 |
|
|
|
75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
(loss)
|
|
|
(27,367 |
) |
|
|
55,824 |
|
|
|
0 |
|
|
|
28,457 |
|
|
Comprehensive income
attributable to noncontrolling interests
|
|
|
59 |
|
|
|
0 |
|
|
|
0 |
|
|
|
59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
attributable to Central Garden & Pet Company
|
|
$ |
(27,426 |
) |
|
$ |
55,824 |
|
|
$ |
0 |
|
|
$ |
28,398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED
BALANCE SHEET
September
28, 2013
(in
thousands)
|
|
|
|
Parent |
|
|
Guarantor
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
| ASSETS |
|
|
|
|
|
Cash and cash
equivalents
|
|
$ |
12,441 |
|
|
$ |
2,715 |
|
|
$ |
0 |
|
|
$ |
15,156 |
|
|
Short term
investments
|
|
|
17,820 |
|
|
|
0 |
|
|
|
0 |
|
|
|
17,820 |
|
|
Accounts receivable,
net
|
|
|
43,660 |
|
|
|
153,734 |
|
|
|
(3,134 |
) |
|
|
194,260 |
|
|
Inventories
|
|
|
114,662 |
|
|
|
277,272 |
|
|
|
0 |
|
|
|
391,934 |
|
|
Prepaid expenses and other
assets
|
|
|
24,747 |
|
|
|
28,737 |
|
|
|
0 |
|
|
|
53,484 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current
assets
|
|
|
213,330 |
|
|
|
462,458 |
|
|
|
(3,134 |
) |
|
|
672,654 |
|
|
Land, buildings,
improvements and equipment, net
|
|
|
78,662 |
|
|
|
110,251 |
|
|
|
0 |
|
|
|
188,913 |
|
|
Goodwill
|
|
|
0 |
|
|
|
205,756 |
|
|
|
0 |
|
|
|
205,756 |
|
|
Investment in
guarantors
|
|
|
693,615 |
|
|
|
0 |
|
|
|
(693,615 |
) |
|
|
0 |
|
|
Other assets
|
|
|
57,255 |
|
|
|
36,582 |
|
|
|
0 |
|
|
|
93,837 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,042,862 |
|
|
$ |
815,047 |
|
|
$ |
(696,749 |
) |
|
$ |
1,161,160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND
EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
36,869 |
|
|
$ |
69,834 |
|
|
$ |
(3,134 |
) |
|
$ |
103,569 |
|
|
Accrued expenses and other
liabilities
|
|
|
33,664 |
|
|
|
45,096 |
|
|
|
0 |
|
|
|
78,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current
liabilities
|
|
|
70,533 |
|
|
|
114,930 |
|
|
|
(3,134 |
) |
|
|
182,329 |
|
|
Long-term debt
|
|
|
472,418 |
|
|
|
27 |
|
|
|
0 |
|
|
|
472,445 |
|
|
Other long-term
obligations
|
|
|
29,887 |
|
|
|
6,475 |
|
|
|
0 |
|
|
|
36,362 |
|
|
Shareholders’ equity
attributable to Central Garden & Pet
|
|
|
468,678 |
|
|
|
693,615 |
|
|
|
(693,615 |
) |
|
|
468,678 |
|
|
Noncontrolling
interest
|
|
|
1,346 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,346 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
470,024 |
|
|
|
693,615 |
|
|
|
(693,615 |
) |
|
|
470,024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,042,862 |
|
|
$ |
815,047 |
|
|
$ |
(696,749 |
) |
|
$ |
1,161,160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED
BALANCE SHEET
September
29, 2012
(in
thousands)
|
|
|
|
Parent |
|
|
Guarantor
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$ |
44,662 |
|
|
$ |
3,813 |
|
|
$ |
0 |
|
|
$ |
48,475 |
|
|
Short term
investments
|
|
|
22,705 |
|
|
|
0 |
|
|
|
0 |
|
|
|
22,705 |
|
|
Accounts receivable,
net
|
|
|
48,339 |
|
|
|
159,328 |
|
|
|
(5,245 |
) |
|
|
202,422 |
|
|
Inventories
|
|
|
97,017 |
|
|
|
233,015 |
|
|
|
0 |
|
|
|
330,032 |
|
|
Prepaid expenses and other
assets
|
|
|
25,242 |
|
|
|
22,907 |
|
|
|
0 |
|
|
|
48,149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current
assets
|
|
|
237,965 |
|
|
|
419,063 |
|
|
|
(5,245 |
) |
|
|
651,783 |
|
|
Land, buildings,
improvements and equipment, net
|
|
|
81,727 |
|
|
|
109,436 |
|
|
|
0 |
|
|
|
191,163 |
|
|
Goodwill
|
|
|
0 |
|
|
|
210,223 |
|
|
|
0 |
|
|
|
210,223 |
|
|
Investment in
guarantors
|
|
|
654,362 |
|
|
|
0 |
|
|
|
(654,362 |
) |
|
|
0 |
|
|
Other assets
|
|
|
54,910 |
|
|
|
41,468 |
|
|
|
0 |
|
|
|
96,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,028,964 |
|
|
$ |
780,190 |
|
|
$ |
(659,607 |
) |
|
$ |
1,149,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND
EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
49,894 |
|
|
$ |
82,013 |
|
|
$ |
(5,245 |
) |
|
$ |
126,662 |
|
|
Accrued expenses and other
liabilities
|
|
|
38,673 |
|
|
|
41,149 |
|
|
|
0 |
|
|
|
79,822 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current
liabilities
|
|
|
88,567 |
|
|
|
123,162 |
|
|
|
(5,245 |
) |
|
|
206,484 |
|
|
Long-term debt
|
|
|
449,387 |
|
|
|
96 |
|
|
|
0 |
|
|
|
449,483 |
|
|
Other long-term
obligations
|
|
|
26,127 |
|
|
|
2,570 |
|
|
|
0 |
|
|
|
28,697 |
|
|
Shareholders’ equity
attributable to Central Garden & Pet
|
|
|
463,937 |
|
|
|
654,362 |
|
|
|
(654,362 |
) |
|
|
463,937 |
|
|
Noncontrolling
interest
|
|
|
946 |
|
|
|
0 |
|
|
|
0 |
|
|
|
946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
464,883 |
|
|
|
654,362 |
|
|
|
(654,362 |
) |
|
|
464,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,028,964 |
|
|
$ |
780,190 |
|
|
$ |
(659,607 |
) |
|
$ |
1,149,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED
STATEMENT OF CASH FLOWS
Fiscal Year
Ended September 28, 2013
(in
thousands)
|
|
|
|
Parent |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
|
Net cash (used) provided by
operating activities
|
|
$ |
(9,068 |
) |
|
$ |
20,858 |
|
|
$ |
(40,072 |
) |
|
$ |
(28,282 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to
property
|
|
|
(8,993 |
) |
|
|
(16,179 |
) |
|
|
0 |
|
|
|
(25,172 |
) |
|
Businesses acquired, net of
cash acquired
|
|
|
0 |
|
|
|
(4,835 |
) |
|
|
0 |
|
|
|
(4,835 |
) |
|
Sale of short term
investments
|
|
|
4,885 |
|
|
|
0 |
|
|
|
0 |
|
|
|
4,885 |
|
|
Investment in
guarantor
|
|
|
(39,253 |
) |
|
|
(819 |
) |
|
|
40,072 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used) provided by
investing activities
|
|
|
(43,361 |
) |
|
|
(21,833 |
) |
|
|
40,072 |
|
|
|
(25,122 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments on revolving
line of credit
|
|
|
(368,000 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(368,000 |
) |
|
Borrowings on revolving
line of credit
|
|
|
391,000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
391,000 |
|
|
Repayments of long-term
debt
|
|
|
(206 |
) |
|
|
(126 |
) |
|
|
0 |
|
|
|
(332 |
) |
|
Proceeds from issuance of
common stock
|
|
|
613 |
|
|
|
0 |
|
|
|
0 |
|
|
|
613 |
|
|
Excess tax benefits from
stock-based awards
|
|
|
388 |
|
|
|
0 |
|
|
|
0 |
|
|
|
388 |
|
|
Repurchase of common
stock
|
|
|
(2,731 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(2,731 |
) |
|
Distribution to
noncontrolling interest
|
|
|
(629 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(629 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by
financing activities
|
|
|
20,435 |
|
|
|
(126 |
) |
|
|
0 |
|
|
|
20,309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rates on
cash
|
|
|
(227 |
) |
|
|
3 |
|
|
|
0 |
|
|
|
(224 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in
cash and cash equivalents
|
|
|
(32,221 |
) |
|
|
(1,098 |
) |
|
|
0 |
|
|
|
(33,319 |
) |
|
Cash and cash equivalents
at beginning of year
|
|
|
44,662 |
|
|
|
3,813 |
|
|
|
0 |
|
|
|
48,475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
at end of year
|
|
$ |
12,441 |
|
|
$ |
2,715 |
|
|
$ |
0 |
|
|
$ |
15,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED
STATEMENT OF CASH FLOWS
Fiscal Year
Ended September 29, 2012
(in
thousands)
|
|
|
|
Parent |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
|
Net cash provided by
operating activities
|
|
$ |
74,405 |
|
|
$ |
65,527 |
|
|
$ |
(50,763 |
) |
|
$ |
89,169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to
property
|
|
|
(20,736 |
) |
|
|
(18,856 |
) |
|
|
0 |
|
|
|
(39,592 |
) |
|
Investment in short term
investments
|
|
|
(4,885 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(4,885 |
) |
|
Investment in
guarantor
|
|
|
(6,736 |
) |
|
|
(44,027 |
) |
|
|
50,763 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by
investing activities
|
|
|
(32,357 |
) |
|
|
(62,883 |
) |
|
|
50,763 |
|
|
|
(44,477 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments on revolving
line of credit
|
|
|
(339,000 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(339,000 |
) |
|
Borrowings on revolving
line of credit
|
|
|
304,000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
304,000 |
|
|
Proceeds from the issuance
of long-term debt
|
|
|
49,312 |
|
|
|
0 |
|
|
|
0 |
|
|
|
49,312 |
|
|
Repayments of long-term
debt
|
|
|
(231 |
) |
|
|
(122 |
) |
|
|
0 |
|
|
|
(353 |
) |
|
Proceeds from issuance of
common stock
|
|
|
2,129 |
|
|
|
0 |
|
|
|
0 |
|
|
|
2,129 |
|
|
Excess tax benefits from
stock-based awards
|
|
|
1,881 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,881 |
|
|
Repurchase of common
stock
|
|
|
(24,829 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(24,829 |
) |
|
Payment of financing
costs
|
|
|
(1,715 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(1,715 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing
activities
|
|
|
(8,453 |
) |
|
|
(122 |
) |
|
|
0 |
|
|
|
(8,575 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rates on
cash
|
|
|
434 |
|
|
|
(107 |
) |
|
|
0 |
|
|
|
327 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in
cash and cash equivalents
|
|
|
34,029 |
|
|
|
2,415 |
|
|
|
0 |
|
|
|
36,444 |
|
|
Cash and cash equivalents
at beginning of year
|
|
|
10,633 |
|
|
|
1,398 |
|
|
|
0 |
|
|
|
12,031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
at end of year
|
|
$ |
44,662 |
|
|
$ |
3,813 |
|
|
$ |
0 |
|
|
$ |
48,475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING CONDENSED
STATEMENT OF CASH FLOWS
Fiscal Year
Ended September 24, 2011
(in
thousands)
|
|
|
|
Parent |
|
|
Guarantor
Subsidiaries
|
|
|
Eliminations |
|
|
Consolidated |
|
|
Net cash provided by
operating activities
|
|
$ |
50,459 |
|
|
$ |
56,373 |
|
|
$ |
(55,824 |
) |
|
$ |
51,008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to
property
|
|
|
(16,802 |
) |
|
|
(14,761 |
) |
|
|
0 |
|
|
|
(31,563 |
) |
|
Businesses acquired, net of
cash acquired
|
|
|
(23,403 |
) |
|
|
(1,904 |
) |
|
|
0 |
|
|
|
(25,307 |
) |
|
Return of equity
investment
|
|
|
3,133 |
|
|
|
0 |
|
|
|
0 |
|
|
|
3,133 |
|
|
Investment in short term
investments
|
|
|
(2,500 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(2,500 |
) |
|
Investment in
guarantor
|
|
|
(16,719 |
) |
|
|
(39,105 |
) |
|
|
55,824 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used by investing
activities
|
|
|
(56,291 |
) |
|
|
(55,770 |
) |
|
|
55,824 |
|
|
|
(56,237 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments on revolving
line of credit
|
|
|
(668,000 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(668,000 |
) |
|
Borrowings on revolving
line of credit
|
|
|
703,000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
703,000 |
|
|
Repayments of long-term
debt
|
|
|
(190 |
) |
|
|
(145 |
) |
|
|
0 |
|
|
|
(335 |
) |
|
Proceeds from issuance of
common stock
|
|
|
1,675 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,675 |
|
|
Excess tax benefits from
stock-based awards
|
|
|
945 |
|
|
|
0 |
|
|
|
0 |
|
|
|
945 |
|
|
Repurchase of common
stock
|
|
|
(108,727 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(108,727 |
) |
|
Payment of financing
costs
|
|
|
(1,055 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(1,055 |
) |
|
Distribution to
noncontrolling interest
|
|
|
(1,500 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(1,500 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing
activities
|
|
|
(73,852 |
) |
|
|
(145 |
) |
|
|
0 |
|
|
|
(73,997 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rates on
cash
|
|
|
52 |
|
|
|
(255 |
) |
|
|
0 |
|
|
|
(203 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in
cash and cash equivalents
|
|
|
(79,632 |
) |
|
|
203 |
|
|
|
0 |
|
|
|
(79,429 |
) |
|
Cash and cash equivalents
at beginning of year
|
|
|
90,265 |
|
|
|
1,195 |
|
|
|
0 |
|
|
|
91,460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
at end of year
|
|
$ |
10,633 |
|
|
$ |
1,398 |
|
|
$ |
0 |
|
|
$ |
12,031 |
|
|
|
|
|
|