Central Garden & Pet Company Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Consolidating Condensed Financial Information of Guarantor Subsidiaries

Consolidating Condensed Financial Information of Guarantor Subsidiaries

12 Months Ended

Sep. 27, 2014

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Consolidating Condensed Financial Information of Guarantor Subsidiaries

20. Consolidating Condensed Financial Information of Guarantor Subsidiaries

Certain 100% wholly-owned subsidiaries of the Company (as listed below, collectively the “Guarantor Subsidiaries”) have guaranteed fully and unconditionally, on a joint and several basis, the obligation to pay principal and interest on the Company’s $450 million 8.25% Senior Subordinated Notes (the “Notes”) due March 1, 2018. Certain subsidiaries and operating divisions are not guarantors of the Notes. Those subsidiaries that are guarantors and co-obligors of the Notes are as follows:

Farnam Companies, Inc.

Four Paws Products Ltd.

Gulfstream Home & Garden, Inc.

Kaytee Products, Inc.

Matson, LLC

New England Pottery, LLC

Pennington Seed, Inc. (including Gro Tec, Inc. and All-Glass Aquarium Co., Inc.)

Pets International, Ltd.

T.F.H. Publications, Inc.

Wellmark International (including B2E Corporation and B2E Biotech LLC)

In lieu of providing separate audited financial statements for the Guarantor Subsidiaries, the Company has included the accompanying consolidating condensed financial statements based on the Company’s understanding of the Securities and Exchange Commission’s interpretation and application of Rule 3-10 of the Securities and Exchange Commission’s Regulation S-X.


	CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Fiscal Year Ended September 27, 2014 (in thousands)
	Parent			Non-Guarantor Subsidiaries			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	460,781		$	109,453		$	1,103,926		$	(69,803	)	$	1,604,357
Cost of goods sold and occupancy		370,492			87,028			757,217			(64,404	)		1,150,333

Gross profit		90,289			22,425			346,709			(5,399	)		454,024
Selling, general and administrative expenses		117,240			18,230			267,740			(5,399	)		397,811

Income (loss) from operations		(26,951	)		4,195			78,969			0			56,213
Other (income) expense		(186	)		(583	)		366			0			(403	)
Interest expense		42,742			218			(116	)		0			42,844
Interest income		92			2			0			0			94

Income (loss) before taxes and equity in earnings of affiliates		(69,415	)		4,562			78,719			0			13,866
Income tax expense (benefit)		(26,962	)		756			30,251			0			4,045
Equity in earnings of affiliates		51,257			0			1,506			(52,763	)		0

Net income (loss) including noncontrolling interest		8,804			3,806			49,974			(52,763	)		9,821
Noncontrolling interest		0			1,017			0			0			1,017

Net income attributable to Central Garden & Pet Company	$	8,804		$	2,789		$	49,974		$	(52,763	)	$	8,804


	CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Fiscal Year Ended September 28, 2013 (As Revised) (in thousands)
	Parent			Non-Guarantor Subsidiaries			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	453,001		$	88,822		$	1,186,328		$	(74,518	)	$	1,653,633
Cost of goods sold and occupancy		364,120			73,068			821,524			(68,981	)		1,189,731

Gross profit		88,881			15,754			364,804			(5,537	)		463,902
Selling, general and administrative expenses		127,644			19,340			282,300			(5,537	)		423,747

Income (loss) from operations		(38,763	)		(3,586	)		82,504			0			40,155
Other (income) expense		250			(398	)		825			0			677
Interest expense		42,925			263			(76	)		0			43,112
Interest income		140			2			0			0			142

Income (loss) before taxes and equity in earnings of affiliates		(81,798	)		(3,449	)		81,755			0			(3,492	)
Income tax expense (benefit)		(46,789	)		(2,567	)		46,764			0			(2,592	)
Equity in earnings of affiliates		33,080			0			(2,561	)		(30,519	)		0

Net income (loss) including noncontrolling interest		(1,929	)		(882	)		32,430			(30,519	)		(900	)
Noncontrolling interest		0			1,029			0			0			1,029

Net income (loss) attributable to Central Garden & Pet Company	$	(1,929	)	$	(1,911	)	$	32,430		$	(30,519	)	$	(1,929	)


	CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Fiscal Year Ended September 29, 2012 (As Revised) (in thousands)
	Parent			Non-Guarantor Subsidiaries		Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	483,337		$	97,804	$	1,218,521		$	(99,649	)	$	1,700,013
Cost of goods sold and occupancy		360,236			72,058		847,889			(94,328	)		1,185,855

Gross profit		123,101			25,746		370,632			(5,321	)		514,158
Selling, general and administrative expenses		130,360			22,564		292,134			(5,321	)		439,737

Income (loss) from operations		(7,259	)		3,182		78,498			0			74,421
Other (income) expense		(108	)		3		(573	)		0			(678	)
Interest expense		40,071			396		(152	)		0			40,315
Interest income		142			2		1			0			145

Income (loss) before taxes and equity in earnings of affiliates		(47,080	)		2,785		79,224			0			34,929
Income tax expense (benefit)		(16,607	)		1,477		27,946			0			12,816
Equity in earnings of affiliates		51,646			0		1,579			(53,225	)		0

Net income (loss) including noncontrolling interest		21,173			1,308		52,857			(53,225	)		22,113
Noncontrolling interest		0			940		0			0			940

Net income attributable to Central Garden & Pet Company	$	21,173		$	368	$	52,857		$	(53,225	)	$	21,173


	CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Fiscal Year Ended September 27, 2014 (in thousands)
	Parent			Non-Guarantor Subsidiaries			Guarantor Subsidiaries		Eliminations			Consolidated
Net income	$	8,804		$	3,806		$	49,974	$	(52,763	)	$	9,821
Other comprehensive loss:
Foreign currency translation		0			(200	)		0		0			(200	)
Unrealized loss on securities		(10	)		0			0		0			(10	)

Total comprehensive income		8,794			3,606			49,974		(52,763	)		9,611
Comprehensive income attributable to noncontrolling interests		0			1,017			0		0			1,017

Comprehensive income attributable to Central Garden &Pet Company	$	8,794		$	2,589		$	49,974	$	(52,763	)	$	8,594


	CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Fiscal Year Ended September 28, 2013 (As Revised) (in thousands)
	Parent			Non-Guarantor Subsidiaries			Guarantor Subsidiaries		Eliminations			Consolidated
Net income (loss)	$	(1,929	)	$	(882	)	$	32,430	$	(30,519	)	$	(900	)
Other comprehensive loss:
Foreign currency translation		0			(97	)		0		0			(97	)

Total comprehensive income (loss)		(1,929	)		(979	)		32,430		(30,519	)		(997	)
Comprehensive income attributable to noncontrolling interests		0			1,029			0		0			1,029

Comprehensive loss attributable to Central Garden &Pet Company	$	(1,929	)	$	(2,008	)	$	32,430	$	(30,519	)	$	(2,026	)


	CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Fiscal Ended September 29, 2012 (As Revised) (in thousands)
	Parent		Non-Guarantor Subsidiaries		Guarantor Subsidiaries		Eliminations			Consolidated
Net income	$	21,173	$	1,308	$	52,857	$	(53,225	)	$	22,113
Other comprehensive income:
Foreign currency translation		0		520		0		0			520

Total comprehensive income		21,173		1,828		52,857		(53,225	)		22,633
Comprehensive income attributable to noncontrolling interests		0		940		0		0			940

Comprehensive income attributable to Central Garden & Pet Company	$	21,173	$	888	$	52,857	$	(53,225	)	$	21,693


	CONSOLIDATING CONDENSED BALANCE SHEET September 27, 2014 (in thousands)
	Parent		Non-Guarantor Subsidiaries			Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	63,471	$	12,806		$	2,399	$	0		$	78,676
Restricted cash		14,283		0			0		0			14,283
Short term investments		9,990		0			0		0			9,990
Accounts receivable, net		41,235		8,268			144,226		0			193,729
Inventories		79,199		15,210			231,977		0			326,386
Prepaid expenses and other assets		26,092		816			21,580		0			48,488

Total current assets		234,270		37,100			400,182		0			671,552
Land, buildings, improvements and equipment, net		63,059		3,649			100,141		0			166,849
Goodwill		0		0			208,233		0			208,233
Other long term assets		25,230		4,244			83,713		(11,094	)		102,093
Intercompany receivable		16,906		0			351,423		(368,329	)		0
Investment in subsidiaries		983,413		0			0		(983,413	)		0

Total	$	1,322,878	$	44,993		$	1,143,692	$	(1,362,836	)	$	1,148,727

LIABILITIES AND EQUITY
Accounts payable	$	28,937	$	3,542		$	55,949	$	0		$	88,428
Accrued expenses and other liabilities		34,412		1,868			48,390		0			84,670

Total current liabilities		63,349		5,410			104,339		0			173,098
Long-term debt		449,855		0			93		0			449,948
Intercompany payable		323,315		45,014			0		(368,329	)		0
Losses in excess of investment in subsidiaries		0		0			7,594		(7,594	)		0
Other long-term obligations		1,636		0			48,686		(11,094	)		39,228
Shareholders’ equity attributable to Central Garden & Pet		484,723		(7,161	)		982,980		(975,819	)		484,723
Noncontrolling interest		0		1,730			0		0			1,730

Total equity		484,723		(5,431	)		982,980		(975,819	)		486,453

Total	$	1,322,878	$	44,993		$	1,143,692	$	(1,362,836	)	$	1,148,727


	CONSOLIDATING CONDENSED BALANCE SHEET September 28, 2013 (As Revised) (in thousands)
	Parent		Non-Guarantor Subsidiaries			Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	5,438	$	7,003		$	2,715	$	0		$	15,156
Short term investments		17,820		0			0		0			17,820
Accounts receivable, net		35,685		7,672			150,903		0			194,260
Inventories		95,025		19,225			277,684		0			391,934
Prepaid expenses and other assets		24,032		887			28,565		0			53,484

Total current assets		178,000		34,787			459,867		0			672,654
Land, buildings, improvements and equipment, net		76,385		2,276			110,252		0			188,913
Goodwill		0		0			205,756		0			205,756
Other long term assets		26,130		3,859			75,348		(11,500	)		93,837
Intercompany receivable		10,180		0			246,497		(256,677	)		0
Investment in subsidiaries		932,156		0			0		(932,156	)		0

Total	$	1,222,851	$	40,922		$	1,097,720	$	(1,200,333	)	$	1,161,160

LIABILITIES AND EQUITY
Accounts payable	$	33,538	$	2,794		$	67,237	$	0		$	103,569
Accrued expenses and other liabilities		31,886		1,778			45,096		0			78,760

Total current liabilities		65,424		4,572			112,333		0			182,329
Long-term debt		472,418		0			27		0			472,445
Intercompany payable		214,258		42,419			0		(256,677	)		0
Losses in excess of investments in subsidiaries		0		0			6,565		(6,565	)		0
Other long-term obligations		2,073		0			45,789		(11,500	)		36,362
Shareholders’ equity attributable to Central Garden & Pet		468,678		(7,415	)		933,006		(925,591	)		468,678
Noncontrolling interest		0		1,346			0		0			1,346

Total equity		468,678		(6,069	)		933,006		(925,591	)		470,024

Total	$	1,222,851	$	40,922		$	1,097,720	$	(1,200,333	)	$	1,161,160


	CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Fiscal Year Ended September 27, 2014 (in thousands)
	Parent			Non-Guarantor Subsidiaries			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash (used) provided by operating activities	$	(4,139	)	$	7,420		$	125,720		$	(2,534	)	$	126,467

Additions to property, plant and equipment		(6,721	)		(1,027	)		(9,425	)		0			(17,173	)
Businesses acquired, net of cash acquired		0			0			(20,282	)		0			(20,282	)
Proceeds from disposal of plant and equipment		0			0			8,737			0			8,737
Change in restricted cash and cash equivalents		(14,283	)		0			0			0			(14,283	)
Maturities of short term investments		17,820			0			0			0			17,820
Investment in short term investments		(10,000	)		0			0			0			(10,000	)
Intercompany investing activities		(6,726	)		0			(104,926	)		111,652			0

Net cash (used) provided by investing activities		(19,910	)		(1,027	)		(125,896	)		111,652			(35,181	)

Repayments on revolving line of credit		(301,000	)		0			0			0			(301,000	)
Borrowings on revolving line of credit		278,000			0			0			0			278,000
Repayments of long-term debt		(243	)		0			(124	)		0			(367	)
Proceeds from issuance of common stock		1,165			0			0			0			1,165
Excess tax benefits from stock-based awards		498			0			0			0			498
Repurchase of common stock		(2,332	)		0			0			0			(2,332	)
Payment of deferred financing costs		(3,090	)		0			0			0			(3,090	)
Distribution to parent		0			(2,534	)		0			2,534			0
Distribution to noncontrolling interest		0			(633	)		0			0			(633	)
Intercompany financing activities		109,057			2,595			0			(111,652	)		0

Net cash provided (used) by financing activities		82,055			(572	)		(124	)		(109,118	)		(27,759	)

Effect of exchange rates on cash		27			(18	)		(16	)		0			(7	)

Net increase (decrease) in cash and cash equivalents		58,033			5,803			(316	)		0			63,520
Cash and cash equivalents at beginning of year		5,438			7,003			2,715			0			15,156

Cash and cash equivalents at end of year	$	63,471		$	12,806		$	2,399		$	0		$	78,676


	CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Fiscal Year Ended September 28, 2013 (As Revised) (in thousands)
	Parent			Non-Guarantor Subsidiaries			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash (used) provided by operating activities	$	(31,250	)	$	(11,632	)	$	17,116		$	(2,516	)	$	(28,282	)

Additions to property, plant and equipment		(8,656	)		(337	)		(16,179	)		0			(25,172	)
Businesses acquired, net of cash acquired		0			0			(4,835	)		0			(4,835	)
Sale of short term investments		4,885			0			0			0			4,885
Intercompany investing activities		8,986			0			2,923			(11,909	)		0

Net cash (used) provided by investing activities		5,215			(337	)		(18,091	)		(11,909	)		(25,122	)

Repayments on revolving line of credit		(368,000	)		0			0			0			(368,000	)
Borrowings on revolving line of credit		391,000			0			0			0			391,000
Repayments of long-term debt		(206	)		0			(126	)		0			(332	)
Proceeds from issuance of common stock		613			0			0			0			613
Excess tax benefits from stock-based awards		388			0			0			0			388
Repurchase of common stock		(2,731	)		0			0			0			(2,731	)
Distribution to parent		0			(2,516	)		0			2,516			0
Distribution to noncontrolling interest		0			(629	)		0			0			(629	)
Intercompany financing activities		(28,896	)		16,987			0			11,909			0

Net cash provided (used) by financing activities		(7,832	)		13,842			(126	)		14,425			20,309

Effect of exchange rates on cash		36			(263	)		3			0			(224	)

Net increase (decrease) in cash and cash equivalents		(33,831	)		1,610			(1,098	)		0			(33,319	)
Cash and cash equivalents at beginning of year		39,269			5,393			3,813			0			48,475

Cash and cash equivalents at end of year	$	5,438		$	7,003		$	2,715		$	0		$	15,156


	CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Fiscal Year Ended September 29, 2012 (As Revised) (in thousands)
	Parent			Non-Guarantor Subsidiaries			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	7,978		$	16,008		$	65,183		$	0		$	89,169

Additions to property, plant and equipment		(20,357	)		(378	)		(18,857	)		0			(39,592	)
Investment in short term investments		(4,885	)		0			0			0			(4,885	)
Intercompany investing activities		5,153			0			(43,681	)		38,528			0

Net cash provided (used) by investing activities		(20,089	)		(378	)		(62,538	)		38,528			(44,477	)

Repayments on revolving line of credit		(339,000	)		0			0			0			(339,000	)
Borrowings on revolving line of credit		304,000			0			0			0			304,000
Repayments of long-term debt		(231	)		0			(122	)		0			(353	)
Proceeds from the issuance of long-term debt		49,312			0			0			0			49,312
Proceeds from issuance of common stock		2,129			0			0			0			2,129
Excess tax benefits from stock-based awards		1,881			0			0			0			1,881
Repurchase of common stock		(24,829	)		0			0			0			(24,829	)
Payment of deferred financing costs		(1,715	)		0			0			0			(1,715	)
Intercompany financing activities		50,750			(12,222	)		0			(38,528	)		0

Net cash used in financing activities		42,297			(12,222	)		(122	)		(38,528	)		(8,575	)

Effect of exchange rates on cash		374			61			(108	)		0			327

Net increase (decrease) in cash and cash equivalents		30,560			3,469			2,415			0			36,444
Cash and cash equivalents at beginning of year		8,709			1,924			1,398			0			12,031

Cash and cash equivalents at end of year	$	39,269		$	5,393		$	3,813		$	0		$	48,475

Subsequent to the issuance of the Form 10-Q for the quarterly period ended June 28, 2014, management identified certain corrections that were needed in the presentation of the Consolidating Condensed Financial Statements. The Company revised its Consolidating Condensed Financial Statements to correct the presentation of intercompany activities and other classification items between the Parent, Guarantors and Non-Guarantor subsidiaries for intercompany activities. The Company has also included a new column in its Consolidating Condensed Financial Statements to present separate results for Non-Guarantor subsidiaries. There were no changes to any of the Company’s Consolidated Financial Statements. The Company assessed the materiality of these items on previously issued financial statements in accordance with SEC Staff Accounting Bulletins No. 99 and No. 108, and concluded that the revisions were not material to the Consolidating Condensed Financial Statements. The impact of these revisions are shown in the following tables:


	CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
	As previously reported 2013			Adjustments 2013			As revised 2013
Parent	$	(41,937	)	$	3,174		$	(38,763	)
Non-guarantor subsidiaries		0			(3,586	)		(3,586	)
Guarantor subsidiaries		82,092			412			82,504
Eliminations		0			0			0

Income (loss) from operations		40,155			0			40,155

Parent		(1,929	)		0			(1,929	)
Non-guarantor subsidiaries		0			(1,911	)		(1,911	)
Guarantor subsidiaries		40,072			(7,642	)		32,430
Eliminations		(40,072	)		9,553			(30,519	)

Net income (loss) attributable to Central Garden & Pet Company	$	(1,929	)	$	0		$	(1,929	)


	CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
	As previously reported 2012			Adjustments 2012			As revised 2012
Parent	$	(260	)	$	(6,999	)	$	(7,259	)
Non-guarantor subsidiaries		0			3,182			3,182
Guarantor subsidiaries		74,681			3,817			78,498
Eliminations		0			0			0

Income (loss) from operations		74,421			0			74,421

Parent		21,173			0			21,173
Non-guarantor subsidiaries		0			368			368
Guarantor subsidiaries		50,763			2,094			52,857
Eliminations		(50,763	)		(2,462	)		(53,225	)

Net income attributable to Central Garden & Pet Company	$	21,173		$	0		$	21,173

In the Consolidating Condensed Statement of Operations, we now present the Non-Guarantor subsidiaries separate from the Parent. We also recorded the equity in earnings of Non-Guarantor subsidiaries, which are owned by Guarantor subsidiaries, within the Guarantor subsidiary column, and have appropriately eliminated intercompany earnings between Non-Guarantor and Guarantor subsidiaries.


	CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
	As previously reported 2013			Adjustments 2013			As revised 2013
Parent	$	(40,972	)	$	39,043		$	(1,929	)
Non-guarantor subsidiaries		0			(882	)		(882	)
Guarantor subsidiaries		40,072			(7,642	)		32,430
Eliminations		0			(30,519	)		(30,519	)

Net income (loss)		(900	)		0			(900	)

Parent		(41,069	)		39,140			(1,929	)
Non-guarantor subsidiaries		0			(979	)		(979	)
Guarantor subsidiaries		40,072			(7,642	)		32,430
Eliminations		0			(30,519	)		(30,519	)

Total comprehensive income (loss)		(997	)		0			(997	)

Parent		(42,098	)		40,169			(1,929	)
Non-guarantor subsidiaries		0			(2,008	)		(2,008	)
Guarantor subsidiaries		40,072			(7,642	)		32,430
Eliminations		0			(30,519	)		(30,519	)

Comprehensive income (loss) attributable to Central Garden & Pet Company	$	(2,026	)	$	0		$	(2,026	)


	CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
	As previously reported 2012			Adjustments 2012			As revised 2012
Parent	$	(28,650	)	$	49,823		$	21,173
Non-guarantor subsidiaries		0			1,308			1,308
Guarantor subsidiaries		50,763			2,094			52,857
Eliminations		0			(53,225	)		(53,225	)

Net income (loss)		22,113			0			22,113

Parent		(28,130	)		49,303			21,173
Non-guarantor subsidiaries		0			1,828			1,828
Guarantor subsidiaries		50,763			2,094			52,857
Eliminations		0			(53,225	)		(53,225	)

Total comprehensive income (loss)		22,633			0			22,633

Parent		(29,070	)		50,243			21,173
Non-guarantor subsidiaries		0			888			888
Guarantor subsidiaries		50,763			2,094			52,857
Eliminations		0			(53,225	)		(53,225	)

Comprehensive income attributable to Central Garden & Pet Company	$	21,693		$	0		$	21,693

In the Consolidating Condensed Statement of Comprehensive Income, we now present the Non-Guarantor subsidiaries separate from the Parent. We also recorded an adjustment to correct the beginning net income of the Parent to reflect the equity in earnings from affiliates.


	CONSOLIDATING CONDENSED BALANCE SHEET
	As previously reported 2013			Adjustments 2013			As revised 2013
Parent	$	213,330		$	(35,330	)	$	178,000
Non-guarantor subsidiaries		0			34,787			34,787
Guarantor subsidiaries		462,458			(2,591	)		459,867
Eliminations		(3,134	)		3,134			0

Total Current assets		672,654			0			672,654

Parent		1,042,862			179,989			1,222,851
Non-guarantor subsidiaries		0			40,922			40,922
Guarantor subsidiaries		815,047			282,673			1,097,720
Eliminations		(696,749	)		(503,584	)		(1,200,333	)

Total assets	$	1,161,160		$	0		$	1,161,160

Parent	$	70,533		$	(5,109	)	$	65,424
Non-guarantor subsidiaries		0			4,572			4,572
Guarantor subsidiaries		114,930			(2,597	)		112,333
Eliminations		(3,134	)		3,134			0

Current liabilities		182,329			0			182,329

Parent		470,024			(1,346	)		468,678
Non-guarantor subsidiaries		0			(6,069	)		(6,069	)
Guarantor subsidiaries		693,615			239,391			933,006
Eliminations		(693,615	)		(231,976	)		(925,591	)

Total equity	$	470,024		$	0		$	470,024

In the Consolidating Condensed Balance Sheet, we now present the Non-Guarantor subsidiaries separate from the Parent. We also recorded adjustments to present intercompany receivables and payables between legal entities of the Guarantor, Non-Guarantor and Parent on a gross basis instead of net. These adjustments impacted the Parent’s total long term assets and liabilities and the Guarantor subsidiaries’ total long term assets and equity. We also corrected the presentation of certain deferred tax balances to present on a gross basis by legal entity.


	CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
	As previously reported 2013			Adjustments 2013			As revised 2013
Parent	$	(9,068	)	$	(22,182	)	$	(31,250	)
Non-guarantor subsidiaries		0			(11,632	)		(11,632	)
Guarantor subsidiaries		20,858			(3,742	)		17,116
Eliminations		(40,072	)		37,556			(2,516	)

Net cash provided by (used in) operating activities		(28,282	)		0			(28,282	)

Parent		(43,361	)		48,576			5,215
Non-guarantor subsidiaries		0			(337	)		(337	)
Guarantor subsidiaries		(21,833	)		3,742			(18,091	)
Eliminations		40,072			(51,981	)		(11,909	)

Net cash provided by (used in) investing activities		(25,122	)		0			(25,122	)

Parent		20,435			(28,267	)		(7,832	)
Non-guarantor subsidiaries		0			13,842			13,842
Guarantor subsidiaries		(126	)		0			(126	)
Eliminations		0			14,425			14,425

Net cash provided by (used in) financing activities	$	20,309		$	0		$	20,309


	CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
	As previously reported 2012			Adjustments 2012			As revised 2012
Parent	$	74,405		$	(66,427	)	$	7,978
Non-guarantor subsidiaries		0			16,008			16,008
Guarantor subsidiaries		65,527			(344	)		65,183
Eliminations		(50,763	)		50,763			0

Net cash provided by (used in) operating activities		89,169			0			89,169

Parent		(32,357	)		12,268			(20,089	)
Non-guarantor subsidiaries		0			(378	)		(378	)
Guarantor subsidiaries		(62,883	)		345			(62,538	)
Eliminations		50,763			(12,235	)		38,528

Net cash provided by (used in) investing activities		(44,477	)		0			(44,477	)

Parent		(8,453	)		50,750			42,297
Non-guarantor subsidiaries		0			(12,222	)		(12,222	)
Guarantor subsidiaries		(122	)		0			(122	)
Eliminations		0			(38,528	)		(38,528	)

Net cash provided by (used in) financing activities	$	(8,575	)	$	0		$	(8,575	)

In the Consolidating Condensed Statement of Cash Flows, we now present the Non-Guarantor subsidiaries separate from the Parent. We also present changes in receivable balances between affiliates as investing activities and changes in payable balances between affiliates as financing activities because these changes are a result of subsidiaries’ deposits to or borrowings from the Parent’s cash account under a cash pooling arrangement. We also corrected the presentation of the Parent’s cash flows from operating activities to reflect equity in earnings of affiliates as a non-cash operating activity. We previously presented changes of intercompany receivables and payables in investing activities.

- Definition

The entire disclosure for condensed financial information, including the financial position, cash flows, and the results of operations of the registrant (parent company) as of the same dates or for the same periods for which audited consolidated financial statements are being presented. Alternatively, the details of this disclosure can be reported by the specific parent company taxonomy elements, indicating the appropriate date and period contexts in an instance document.

+ References + Details