Central Garden & Pet Company Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Consolidating Condensed Financial Information of Guarantor Subsidiaries (Tables)

Consolidating Condensed Financial Information of Guarantor Subsidiaries (Tables)

9 Months Ended

Jun. 29, 2013

Consolidating Condensed Financial Information of Guarantor Subsidiaries [Abstract]

Condensed Statement of Operations based on the Company's understanding of the SEC's Interpretation


	CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Three Months Ended June 29, 2013 (in thousands) (unaudited)
	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	145,836		$	361,067		$	(12,773	)	$	494,130
Cost of products sold and occupancy		107,459			246,978			(12,773	)		341,664

Gross profit		38,377			114,089			0			152,466
Selling, general and administrative expenses		42,959			76,615			0			119,574

Income from operations		(4,582	)		37,474			0			32,892
Interest – net		(11,220	)		(99	)		0			(11,319	)
Other income (loss )		(2,722	)		3,075			0			353

Income (loss) before income taxes		(18,524	)		40,450			0			21,926
Income taxes (tax benefit)		(7,007	)		14,527			0			7,520

Income (loss) including noncontrolling interest		(11,517	)		25,923						14,406
Income attributable to noncontrolling interest		681			0			0			681

Income (loss) attributable to Central Garden & Pet Company before equity in undistributed income of guarantor subsidiaries		(12,198	)		25,923			0			13,725
Equity in undistributed income of guarantor subsidiaries		25,923			0			(25,923	)		0

Net income attributable to Central Garden & Pet Company	$	13,725		$	25,923		$	(25,923	)	$	13,725


	CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Three Months Ended June 23, 2012 (in thousands) (unaudited)
	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	162,029		$	394,197		$	(22,418	)	$	533,808
Cost of products sold and occupancy		110,363			265,211			(22,418	)		353,156

Gross profit		51,666			128,986			0			180,652
Selling, general and administrative expenses		42,832			88,851			0			131,683

Income from operations		8,834			40,135			0			48,969
Interest – net		(10,727	)		32			0			(10,695	)
Other income (loss )		(4,500	)		4,602			0			102

Income (loss) before income taxes		(6,393	)		44,769			0			38,376
Income taxes (tax benefit)		(2,485	)		17,039			0			14,554

Income (loss) including noncontrolling interest		(3,908	)		27,730			0			23,822
Income attributable to noncontrolling interest		1,123			0			0			1,123

Income (loss) attributable to Central Garden & Pet Company before equity in undistributed income of guarantor subsidiaries		(5,031	)		27,730			0			22,699
Equity in undistributed income of guarantor subsidiaries		27,730			0			(27,730	)		0

Net income attributable to Central Garden & Pet Company	$	22,699		$	27,730		$	(27,730	)	$	22,699


	CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Nine Months Ended June 29, 2013 (in thousands) (unaudited)
	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	400,778		$	921,693		$	(37,675	)	$	1,284,796
Cost of products sold and occupancy		298,861			641,015			(37,675	)		902,201

Gross profit		101,917			280,678			0			382,595
Selling, general and administrative expenses		108,405			207,646			0			316,051

Income from operations		(6,488	)		73,032			0			66,544
Interest – net		(32,441	)		(38	)		0			(32,479	)
Other income (loss )		(5,539	)		4,863			0			(676	)

Income (loss) before income taxes		(44,468	)		77,857			0			33,389
Income taxes (tax benefit)		(15,995	)		27,365			0			11,370

Income (loss) including noncontrolling interest		(28,473	)		50,492						22,019
Income attributable to noncontrolling interest		1,367			0			0			1,367

Income (loss) attributable to Central Garden & Pet Company before equity in undistributed income of guarantor subsidiaries		(29,840	)		50,492			0			20,652
Equity in undistributed income of guarantor subsidiaries		50,492			0			(50,492	)		0

Net income attributable to Central Garden & Pet Company	$	20,652		$	50,492		$	(50,492	)	$	20,652


	CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Nine Months Ended June 23, 2012 (in thousands) (unaudited)
	Parent			Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	416,323		$	944,098	$	(57,644	)	$	1,302,777
Cost of products sold and occupancy		295,339			655,996		(57,644	)		893,691

Gross profit		120,984			288,102		0			409,086
Selling, general and administrative expenses		106,435			219,740		0			326,175

Income from operations		14,549			68,362		0			82,911
Interest – net		(30,769	)		115		0			(30,654	)
Other income (expense)		(5,167	)		5,148		0			(19	)

Income (loss) before income taxes		(21,387	)		73,625		0			52,238
Income tax (tax benefit)		(7,977	)		27,693		0			19,716

Income (loss) including noncontrolling interest		(13,410	)		45,932		0			32,522
Income attributable to noncontrolling interest		1,290			0		0			1,290

Income (loss) attributable to Central Garden & Pet Company before equity in undistributed income of guarantor subsidiaries		(14,700	)		45,932		0			31,232
Equity in undistributed income of guarantor subsidiaries		45,932			0		(45,932	)		0

Net income attributable to Central Garden & Pet Company	$	31,232		$	45,932	$	(45,932	)	$	31,232

Consolidating Condensed Statements of Comprehensive Income

	CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended June 29, 2013 (in thousands) (unaudited)
	Parent			Guarantor Subsidiaries		Eliminations		Consolidated
Net income (loss)	$	(11,517	)	$	25,923	$	0	$	14,406
Other comprehensive loss:
Foreign currency translation		(92	)		0		0		(92	)

Total comprehensive income (loss)		(11,609	)		25,923		0		14,314
Comprehensive income attributable to noncontrolling interests		681			0		0		681

Comprehensive income (loss) attributable to Central Garden & Pet Company	$	(12,290	)	$	25,923	$	0	$	13,633


	CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended June 23, 2012 (in thousands) (unaudited)
	Parent			Guarantor Subsidiaries		Eliminations		Consolidated
Net income (loss)	$	(3,908	)	$	27,730	$	0	$	23,822
Other comprehensive loss:
Foreign currency translation		(185	)		0		0		(185	)

Total comprehensive income (loss)		(4,093	)		27,730		0		23,637
Comprehensive income attributable to noncontrolling interests		1,123			0		0		1,123

Comprehensive income (loss) attributable to Central Garden & Pet Company	$	(5,216	)	$	27,730	$	0	$	22,514


	CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Nine Months Ended June 29, 2013 (in thousands) (unaudited)
	Parent			Guarantor Subsidiaries		Eliminations		Consolidated
Net income (loss)	$	(28,473	)	$	50,492	$	0	$	22,019
Other comprehensive loss:
Foreign currency translation		(699	)		0		0		(699	)

Total comprehensive income (loss)		(29,172	)		50,492		0		21,320
Comprehensive income attributable to noncontrolling interests		1,367			0		0		1,367

Comprehensive income (loss) attributable to Central Garden & Pet Company	$	(30,539	)	$	50,492	$	0	$	19,953


	CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Nine Months Ended June 23, 2012 (in thousands) (unaudited)
	Parent			Guarantor Subsidiaries		Eliminations		Consolidated
Net income (loss)	$	(13,410	)	$	45,932	$	0	$	32,522
Other comprehensive income:
Foreign currency translation		108			0		0		108

Total comprehensive income (loss)		(13,302	)		45,932		0		32,630
Comprehensive income attributable to noncontrolling interests		1,290			0		0		1,290

Comprehensive income (loss) attributable to Central Garden & Pet Company	$	(14,592	)	$	45,932	$	0	$	31,340

Condensed Balance Sheet based on the Company's understanding of the SEC Interpretation


	CONSOLIDATING CONDENSED BALANCE SHEET June 29, 2013 (in thousands) (unaudited)
	Parent		Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	18,109	$	2,373	$	0		$	20,482
Short term investments		17,820		0		0			17,820
Accounts receivable, net		69,602		178,236		(4,188	)		243,650
Inventories		135,301		277,769		0			413,070
Prepaid expenses and other assets		24,040		29,711		0			53,751

Total current assets		264,872		488,089		(4,188	)		748,773
Land, buildings, improvements and equipment, net		82,107		108,814		0			190,921
Goodwill		0		210,223		0			210,223
Investment in guarantors		733,748		0		(733,748	)		0
Deferred income taxes and other assets		53,049		41,670		0			94,719

Total	$	1,133,776	$	848,796	$	(737,936	)	$	1,244,636

LIABILITIES AND EQUITY
Accounts payable	$	46,305	$	70,196	$	(4,188	)	$	112,313
Accrued expenses and other current liabilities		50,276		43,142		0			93,418

Total current liabilities		96,581		113,338		(4,188	)		205,731
Long-term debt		509,397		33		0			509,430
Other long-term obligations		36,168		1,677		0			37,845
Shareholders’ equity attributable to Central Garden & Pet Company		489,946		733,748		(733,748	)		489,946
Noncontrolling interest		1,684		0		0			1,684

Total equity		491,630		733,748		(733,748	)		491,630

Total	$	1,133,776	$	848,796	$	(737,936	)	$	1,244,636


	CONSOLIDATING CONDENSED BALANCE SHEET June 23, 2012 (in thousands) (unaudited)
	Parent		Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	37,280	$	3,419	$	0		$	40,699
Short term investments		17,820		0		0			17,820
Accounts receivable, net		84,305		170,748		(9,273	)		245,780
Inventories		105,336		229,460		0			334,796
Prepaid expenses and other assets		19,395		26,712		0			46,107

Total current assets		264,136		430,339		(9,273	)		685,202
Land, buildings, improvements and equipment, net		78,025		107,200		0			185,225
Goodwill		0		210,223		0			210,223
Investment in guarantors		672,339		0		(672,339	)		0
Deferred income taxes and other assets		43,602		55,466		0			99,068

Total	$	1,058,102	$	803,228	$	(681,612	)	$	1,179,718

LIABILITIES AND EQUITY
Accounts payable	$	53,994	$	80,390	$	(9,273	)	$	125,111
Accrued expenses and other current liabilities		59,182		47,983		0			107,165

Total current liabilities		113,176		128,373		(9,273	)		232,276
Long-term debt		449,406		124		0			449,530
Other long-term obligations		21,086		2,392		0			23,478
Shareholders’ equity attributable to Central Garden & Pet Company		473,138		672,339		(672,339	)		473,138
Noncontrolling interest		1,296		0		0			1,296

Total equity		474,434		672,339		(672,339	)		474,434

Total	$	1,058,102	$	803,228	$	(681,612	)	$	1,179,718


	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 Company		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

Condensed Cash Flows Statement on the Company's understanding of the SEC Interpretation

	CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Nine Months Ended June 29, 2013 (in thousands) (unaudited)
	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided (used) by operating activities	$	11		$	(14,977	)	$	(50,492	)	$	(65,458	)

Additions to property and equipment		(8,965	)		(10,569	)		0			(19,534	)
Proceeds from short term investments		4,885			0			0			4,885
Payment to acquire companies		0			(4,835	)		0			(4,835	)
Investment in guarantor subsidiaries		(79,386	)		28,894			50,492			0

Net cash provided (used) by investing activities		(83,466	)		13,490			50,492			(19,484	)

Repayments of long-term debt		(161	)		(96	)		0			(257	)
Borrowings under revolving line of credit		281,000			0			0			281,000
Repayments under revolving line of credit		(221,000	)		0			0			(221,000	)
Repurchase of common stock		(2,625	)		0			0			(2,625	)
Proceeds from issuance of common stock		560			0			0			560
Distribution to minority interest		(629	)		0			0			(629	)
Excess tax benefits from stock-based awards		345			0			0			345

Net cash provided (used) by financing activities		57,490			(96	)		0			57,394
Effect of exchange rate changes on cash		(588	)		143			0			(445	)

Net decrease in cash and cash equivalents		(26,553	)		(1,440	)		0			(27,993	)
Cash and cash equivalents at beginning of period		44,662			3,813			0			48,475

Cash and cash equivalents at end of period	$	18,109		$	2,373		$	0		$	20,482


	CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Nine Months Ended June 23, 2012 (in thousands) (unaudited)
	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	73,213		$	36,873		$	(45,932	)	$	64,154

Additions to property and equipment		(13,408	)		(13,522	)		0			(26,930	)
Investment in guarantor subsidiaries		(24,713	)		(21,219	)		45,932			0

Net cash used by investing activities		(38,121	)		(34,741	)		45,932			(26,930	)

Proceeds from issuance of long-term debt		49,288			0			0			49,288
Repayments of long-term debt		(175	)		(91	)		0			(266	)
Borrowings under revolving line of credit		304,000			0			0			304,000
Repayments under revolving line of credit		(339,000	)		0			0			(339,000	)
Repurchase of common stock		(23,151	)		0			0			(23,151	)
Proceeds from issuance of common stock		1,291			0			0			1,291
Deferred financing costs		(1,715	)		0			0			(1,715	)
Excess tax benefits from stock-based awards		938			0			0			938

Net cash used by financing activities		(8,524	)		(91	)		0			(8,615	)
Effect of exchange rate changes on cash		79			(20	)		0			59

Net increase in cash and cash equivalents		26,647			2,021			0			28,668
Cash and cash equivalents at beginning of period		10,633			1,398			0			12,031

Cash and cash equivalents at end of period	$	37,280		$	3,419		$	0		$	40,699