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, Inc. Matson, LLC New England Pottery, LLC Pennington Seed, Inc. (including Gro Tec, Inc. and All-Glass Aquarium Co., Inc.) Pets International, Ltd. Segrest, Inc. (including Blue Springs Hatchery, Inc., Segrest Farms, Inc., Florida Tropical Distributors International, Inc., Sun Pet, Ltd and Aquatica Tropicals, Inc.) 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. Financial results for the quarter ended December 26, 2015 previously reflected IMS Trading, LLC and IMS Southern, LLC as part of Parent. In accordance with Rule 3-10 of the Securities and Exchange Commission's Regulation S-X, financial results presented herein for the fiscal quarter ended December 26, 2015 have been adjusted to reflect the current Guarantor status. CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Three Months Ended December 24, 2016 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 155,518 $ 14,024 $ 266,438 $ (16,482 ) $ 419,498 Cost of goods sold and occupancy 121,136 11,678 181,440 (15,434 ) 298,820 Gross profit 34,382 2,346 84,998 (1,048 ) 120,678 Selling, general and administrative expenses 35,965 3,664 62,159 (1,048 ) 100,740 Operating income (loss) (1,583 ) (1,318 ) 22,839 — 19,938 Interest expense (6,851 ) (17 ) (5 ) — (6,873 ) Interest income 38 — — — 38 Other expense (603 ) (193 ) (171 ) — (967 ) Income (loss) before taxes and equity in earnings of affiliates (8,999 ) (1,528 ) 22,663 — 12,136 Income tax expense (benefit) (3,192 ) (411 ) 7,950 — 4,347 Equity in earnings (losses) of affiliates 13,444 — (811 ) (12,633 ) — Net income (loss) including noncontrolling interest 7,637 (1,117 ) 13,902 (12,633 ) 7,789 Net income attributable to noncontrolling interest — 152 — — 152 Net income (loss) attributable to Central Garden & Pet Company $ 7,637 $ (1,269 ) $ 13,902 $ (12,633 ) $ 7,637 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Three Months Ended December 26, 2015 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 116,963 $ 15,271 $ 242,723 $ (15,145 ) $ 359,812 Cost of goods sold and occupancy 94,269 12,949 166,971 (14,163 ) 260,026 Gross profit 22,694 2,322 75,752 (982 ) 99,786 Selling, general and administrative expenses 29,300 3,812 58,883 (982 ) 91,013 Operating income (loss) (6,606 ) (1,490 ) 16,869 — 8,773 Interest expense (22,133 ) (12 ) — — (22,145 ) Interest income 21 1 — — 22 Other expense (71 ) (67 ) (335 ) — (473 ) Income (loss) before taxes and equity in earnings of affiliates (28,789 ) (1,568 ) 16,534 — (13,823 ) Income tax expense (benefit) (10,873 ) (512 ) 6,185 — (5,200 ) Equity in earnings (losses) of affiliates 9,314 — (786 ) (8,528 ) — Net income (loss) including noncontrolling interest (8,602 ) (1,056 ) 9,563 (8,528 ) (8,623 ) Net loss attributable to noncontrolling interest — (21 ) — — (21 ) Net income (loss) attributable to Central Garden & Pet Company $ (8,602 ) $ (1,035 ) $ 9,563 $ (8,528 ) $ (8,602 ) CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended December 24, 2016 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ 7,637 $ (1,117 ) $ 13,902 $ (12,633 ) $ 7,789 Other comprehensive income (loss): Foreign currency translation (508 ) (355 ) (50 ) 405 (508 ) Total comprehensive income (loss) 7,129 (1,472 ) 13,852 (12,228 ) 7,281 Comprehensive income attributable to noncontrolling interests — 152 — — 152 Comprehensive income (loss) attributable to Central Garden & Pet Company $ 7,129 $ (1,624 ) $ 13,852 $ (12,228 ) $ 7,129 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended December 26, 2015 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ (8,602 ) $ (1,056 ) $ 9,563 $ (8,528 ) $ (8,623 ) Other comprehensive income (loss): Foreign currency translation (233 ) (141 ) (51 ) 192 (233 ) Total comprehensive income (loss) (8,835 ) (1,197 ) 9,512 (8,336 ) (8,856 ) Comprehensive loss attributable to noncontrolling interests — (21 ) — — (21 ) Comprehensive income (loss) attributable to Central Garden & Pet Company $ (8,835 ) $ (1,176 ) $ 9,512 $ (8,336 ) $ (8,835 ) CONSOLIDATING CONDENSED BALANCE SHEET December 24, 2016 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 1,772 $ 3,997 $ 812 $ — $ 6,581 Restricted cash 10,981 — — — 10,981 Accounts receivable, net 72,850 6,919 112,455 — 192,224 Inventories 137,615 15,435 277,121 — 430,171 Prepaid expenses and other 22,687 914 29,745 — 53,346 Total current assets 245,905 27,265 420,133 — 693,303 Land, buildings, improvements and equipment, net 39,384 3,858 126,594 — 169,836 Goodwill 15,058 — 215,327 — 230,385 Other long-term assets 29,297 3,525 129,848 (8,493 ) 154,177 Intercompany receivable 38,559 — 586,588 (625,147 ) — Investment in subsidiaries 1,251,408 — — (1,251,408 ) — Total $ 1,619,611 $ 34,648 $ 1,478,490 $ (1,885,048 ) $ 1,247,701 LIABILITIES AND EQUITY Accounts payable $ 46,208 $ 7,146 $ 81,883 $ — $ 135,237 Accrued expenses 42,223 1,362 50,909 — 94,494 Current portion of long-term debt 22 — 375 — 397 Total current liabilities 88,453 8,508 133,167 — 230,128 Long-term debt 394,564 — 447 — 395,011 Intercompany payable 575,187 49,960 — (625,147 ) — Losses in excess of investment in subsidiaries — — 21,014 (21,014 ) — Other long-term obligations 2,158 — 68,941 (8,493 ) 62,606 Total Central Garden & Pet shareholders’ equity (deficit) 559,249 (24,527 ) 1,254,921 (1,230,394 ) 559,249 Noncontrolling interest — 707 — — 707 Total equity (deficit) 559,249 (23,820 ) 1,254,921 (1,230,394 ) 559,956 Total $ 1,619,611 $ 34,648 $ 1,478,490 $ (1,885,048 ) $ 1,247,701 CONSOLIDATING CONDENSED BALANCE SHEET December 26, 2015 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 918 $ 5,034 $ 3,054 $ — $ 9,006 Restricted cash 11,939 — — — 11,939 Short term investments — — — — — Accounts receivable, net 68,141 7,398 119,818 — 195,357 Inventories 128,587 17,253 270,618 — 416,458 Prepaid expenses and other 35,085 962 23,826 — 59,873 Total current assets 244,670 30,647 417,316 — 692,633 Land, buildings, improvements and equipment, net 49,227 3,787 110,934 — 163,948 Goodwill — — 209,089 — 209,089 Other long-term assets 54,866 3,540 89,198 (2,065 ) 145,539 Intercompany receivable 33,348 — 456,706 (490,054 ) — Investment in subsidiaries 1,092,134 — — (1,092,134 ) — Total $ 1,474,245 $ 37,974 $ 1,283,243 $ (1,584,253 ) $ 1,211,209 LIABILITIES AND EQUITY Accounts payable $ 51,305 $ 9,085 $ 68,701 $ — $ 129,091 Accrued expenses 41,384 1,520 46,143 — 89,047 Current portion of long-term debt 262 — 30 — 292 Total current liabilities 92,951 10,605 114,874 — 218,430 Long-term debt 435,835 — 58 — 435,893 Intercompany payable 444,900 45,154 — (490,054 ) — Losses in excess of investment in subsidiaries — — 17,536 (17,536 ) — Other long-term obligations 2,159 — 57,911 (2,065 ) 58,005 Total Central Garden & Pet shareholders’ equity (deficit) 498,400 (18,266 ) 1,092,864 (1,074,598 ) 498,400 Noncontrolling interest — 481 — — 481 Total equity (deficit) 498,400 (17,785 ) 1,092,864 (1,074,598 ) 498,881 Total $ 1,474,245 $ 37,974 $ 1,283,243 $ (1,584,253 ) $ 1,211,209 CONSOLIDATING CONDENSED BALANCE SHEET September 24, 2016 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 82,158 $ 9,695 $ 1,129 $ — $ 92,982 Restricted cash 10,910 — — — 10,910 Accounts receivable, net 59,617 5,156 136,378 — 201,151 Inventories 113,317 11,752 236,935 — 362,004 Prepaid expenses and other assets 20,978 817 25,964 — 47,759 Total current assets 286,980 27,420 400,406 — 714,806 Land, buildings, improvements and equipment, net 41,083 3,897 113,244 — 158,224 Goodwill 15,058 — 216,327 — 231,385 Other long-term assets 30,555 2,980 85,701 (11,458 ) 107,778 Intercompany receivable 32,778 — 567,374 (600,152 ) — Investment in subsidiaries 1,176,990 — — (1,176,990 ) — Total $ 1,583,444 $ 34,297 $ 1,383,052 $ (1,788,600 ) $ 1,212,193 LIABILITIES AND EQUITY Accounts payable $ 34,096 $ 3,953 $ 64,364 $ — $ 102,413 Accrued expenses and other liabilities 47,862 1,410 50,071 — 99,343 Current portion of long term debt 88 — 375 — 463 Total current liabilities 82,046 5,363 114,810 — 202,219 Long-term debt 394,364 — 442 — 394,806 Intercompany payable 553,964 46,188 — (600,152 ) — Losses in excess of investment in subsidiaries — — 16,126 (16,126 ) — Other long-term obligations 56 — 71,983 (11,458 ) 60,581 Total Central Garden & Pet shareholders’ equity (deficit) 553,014 (18,827 ) 1,179,691 (1,160,864 ) 553,014 Noncontrolling interest — 1,573 — — 1,573 Total equity (deficit) 553,014 (17,254 ) 1,179,691 (1,160,864 ) 554,587 Total $ 1,583,444 $ 34,297 $ 1,383,052 $ (1,788,600 ) $ 1,212,193 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Three Months Ended December 24, 2016 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net cash provided (used) by operating activities $ (27,540 ) $ (4,428 ) $ 22,731 $ (4,076 ) $ (13,313 ) Additions to property, plant and equipment (1,831 ) (110 ) (11,027 ) — (12,968 ) Payments to acquire companies, net of cash acquired (60,042 ) — — — (60,042 ) Proceeds from sale of business, facility and other assets 2 — 7,958 — 7,960 Change in restricted cash and cash equivalents (71 ) — — — (71 ) Investment in equity method investee (2,000 ) — — — (2,000 ) Other investing activities (265 ) — — — (265 ) Intercompany investing activities (5,781 ) — (19,214 ) 24,995 — Net cash used by investing activities (69,988 ) (110 ) (22,283 ) 24,995 (67,386 ) Repayments on revolving line of credit (1,000 ) — — — (1,000 ) Borrowings on revolving line of credit 1,000 — — — 1,000 Repayments of long-term debt (66 ) — (8 ) — (74 ) Excess tax benefits from stock-based awards 4,356 — — — 4,356 Repurchase of common stock (7,913 ) — — — (7,913 ) Distribution to parent — (4,076 ) — 4,076 — Distribution to noncontrolling interest — (1,018 ) — — (1,018 ) Payment of contingent consideration — — (860 ) — (860 ) Intercompany financing activities 21,223 3,772 — (24,995 ) — Net cash provided (used) by financing activities 17,600 (1,322 ) (868 ) (20,919 ) (5,509 ) Effect of exchange rates on cash (458 ) 162 103 — (193 ) Net increase (decrease) in cash and cash equivalents (80,386 ) (5,698 ) (317 ) — (86,401 ) Cash and cash equivalents at beginning of period 82,158 9,695 1,129 — 92,982 Cash and cash equivalents at end of period $ 1,772 $ 3,997 $ 812 $ — $ 6,581 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Three Months Ended December 26, 2015 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net cash provided (used) by operating activities $ (19,914 ) $ (1,065 ) $ 25,382 $ (4,884 ) $ (481 ) Additions to property, plant and equipment (707 ) (226 ) (4,323 ) — (5,256 ) Payments to acquire companies, net of cash acquired (68,529 ) — — — (68,529 ) Change in restricted cash and cash equivalents 1,218 — — — 1,218 Other investing activities (200 ) — — — (200 ) Intercompany investing activities (653 ) — (19,321 ) 19,974 — Net cash used by investing activities (68,871 ) (226 ) (23,644 ) 19,974 (72,767 ) Repayments of long-term debt (400,065 ) — (7 ) — (400,072 ) Borrowings under revolving line of credit 79,000 — — — 79,000 Repayments on revolving line of credit (37,000 ) — — — (37,000 ) Issuance of long-term debt 400,000 400,000 Excess tax benefits from stock-based awards 900 — — — 900 Repurchase of common stock (1,167 ) — — — (1,167 ) Distribution to parent — (4,884 ) — 4,884 — Distribution to noncontrolling interest — (592 ) — — (592 ) Payment of financing costs (6,324 ) (6,324 ) Intercompany financing activities 18,261 1,713 — (19,974 ) — Net cash provided (used) by financing activities 53,605 (3,763 ) (7 ) (15,090 ) 34,745 Effect of exchange rates on cash (182 ) 66 41 — (75 ) Net increase decrease in cash and cash equivalents (35,362 ) (4,988 ) 1,772 — (38,578 ) Cash and cash equivalents at beginning of year 36,280 10,022 1,282 — 47,584 Cash and cash equivalents at end of year $ 918 $ 5,034 $ 3,054 $ — $ 9,006 |