Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 27, 2015 | Jul. 31, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 27, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | CENT | |
Entity Registrant Name | CENTRAL GARDEN & PET CO | |
Entity Central Index Key | 887,733 | |
Current Fiscal Year End Date | --09-26 | |
Entity Filer Category | Accelerated Filer | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 11,908,317 | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 36,302,211 | |
Class B Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,652,262 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 27, 2015 | Sep. 27, 2014 | Jun. 28, 2014 |
Current assets: | |||
Cash and cash equivalents | $ 43,841 | $ 78,676 | $ 31,846 |
Restricted cash | 12,590 | 14,283 | 0 |
Short term investments | 0 | 9,990 | 14,220 |
Accounts receivable (less allowance for doubtful accounts of $18,573, $29,221 and $25,212) | 223,149 | 193,729 | 214,120 |
Inventories | 340,233 | 326,386 | 365,035 |
Prepaid expenses and other | 54,558 | 48,488 | 53,689 |
Total current assets | 674,371 | 671,552 | 678,910 |
Land, buildings, improvements and equipment-net | 162,969 | 166,849 | 177,660 |
Goodwill | 209,089 | 208,233 | 205,756 |
Other intangible assets-net | 83,841 | 87,997 | 76,923 |
Deferred income taxes and other assets | 28,951 | 14,096 | 26,689 |
Total | 1,159,221 | 1,148,727 | 1,165,938 |
Current liabilities: | |||
Accounts payable | 90,423 | 88,428 | 89,959 |
Accrued expenses | 110,070 | 84,379 | 89,521 |
Current portion of long-term debt | 290 | 291 | 296 |
Total current liabilities | 200,783 | 173,098 | 179,776 |
Long-term debt | 399,879 | 449,948 | 449,994 |
Other long-term obligations | 47,147 | 39,228 | 43,236 |
Equity: | |||
Additional paid-in capital | 388,762 | 396,586 | 398,244 |
Accumulated earnings | 120,356 | 86,396 | 90,466 |
Accumulated other comprehensive income | 679 | 1,232 | 1,868 |
Total Central Garden & Pet Company shareholders' equity | 510,292 | 484,723 | 491,082 |
Noncontrolling interest | 1,120 | 1,730 | 1,850 |
Total equity | 511,412 | 486,453 | 492,932 |
Total | 1,159,221 | 1,148,727 | 1,165,938 |
Common Stock [Member] | |||
Equity: | |||
Common stock | 119 | 124 | 123 |
Total equity | 119 | 124 | 123 |
Class A Common Stock [Member] | |||
Equity: | |||
Common stock | 360 | 369 | 365 |
Total equity | 360 | 369 | 365 |
Class B Stock [Member] | |||
Equity: | |||
Common stock | 16 | 16 | 16 |
Total equity | $ 16 | $ 16 | $ 16 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 27, 2015 | Sep. 27, 2014 | Jun. 28, 2014 |
Accounts receivable allowance for doubtful accounts | $ 18,573 | $ 25,212 | $ 29,221 |
Common Stock [Member] | |||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares outstanding | 11,908,317 | 12,437,307 | 12,308,802 |
Class A Common Stock [Member] | |||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares outstanding | 35,970,174 | 36,887,311 | 36,479,590 |
Class B Stock [Member] | |||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares outstanding | 1,652,262 | 1,652,262 | 1,652,262 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 27, 2015 | Jun. 28, 2014 | |
Income Statement [Abstract] | ||||
Net sales | $ 459,446 | $ 437,987 | $ 1,264,368 | $ 1,230,119 |
Cost of goods sold and occupancy | 317,409 | 318,856 | 884,288 | 883,651 |
Gross profit | 142,037 | 119,131 | 380,080 | 346,468 |
Selling, general and administrative expenses | 103,044 | 100,705 | 289,978 | 291,628 |
Income from operations | 38,993 | 18,426 | 90,102 | 54,840 |
Interest expense | (8,978) | (10,429) | (31,357) | (33,051) |
Interest income | 7 | 14 | 96 | 43 |
Other income | 585 | 456 | 96 | 396 |
Income before income taxes and noncontrolling interest | 30,607 | 8,467 | 58,937 | 22,228 |
Income taxes | 11,484 | 3,133 | 21,527 | 8,217 |
Income including noncontrolling interest | 19,123 | 5,334 | 37,410 | 14,011 |
Net income attributable to noncontrolling interest | 323 | 647 | 1,070 | 1,137 |
Net income attributable to Central Garden & Pet Company | $ 18,800 | $ 4,687 | $ 36,340 | $ 12,874 |
Net income per share attributable to Central Garden & Pet Company: | ||||
Basic | $ 0.39 | $ 0.10 | $ 0.75 | $ 0.26 |
Diluted | $ 0.38 | $ 0.09 | $ 0.73 | $ 0.26 |
Weighted average shares used in the computation of net income per share: | ||||
Basic | 48,167 | 49,148 | 48,642 | 48,732 |
Diluted | 49,290 | 49,841 | 49,496 | 49,201 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 27, 2015 | Jun. 28, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 19,123 | $ 5,334 | $ 37,410 | $ 14,011 |
Other comprehensive income (loss): | ||||
Unrealized loss on securities | 0 | 0 | (10) | 0 |
Reclassification of realized loss on securities included in net income | 0 | 0 | 20 | 0 |
Foreign currency translation | 615 | 339 | (563) | 426 |
Total comprehensive income | 19,738 | 5,673 | 36,857 | 14,437 |
Comprehensive income attributable to noncontrolling interest | 323 | 647 | 1,070 | 1,137 |
Comprehensive income attributable to Central Garden & Pet Company | $ 19,415 | $ 5,026 | $ 35,787 | $ 13,300 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 27, 2015 | Jun. 28, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 37,410 | $ 14,011 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 25,076 | 26,683 |
Stock-based compensation | 5,970 | 6,365 |
Excess tax benefits from stock-based awards | (685) | (422) |
Deferred income taxes | 6,416 | 7,420 |
Write-off of deferred financing costs | 537 | 1,731 |
Gain on sale of property and equipment | 0 | (1,996) |
Loss on disposal of property and equipment | 662 | 587 |
Other | (51) | 0 |
Change in assets and liabilities: | ||
Accounts receivable | (29,468) | (17,399) |
Inventories | (13,791) | 31,356 |
Prepaid expenses and other assets | (2,819) | 3,525 |
Accounts payable | 1,694 | (14,687) |
Accrued expenses | 25,733 | 13,597 |
Other long-term obligations | (87) | (1,920) |
Net cash provided by operating activities | 56,597 | 68,851 |
Cash flows from investing activities: | ||
Additions to property and equipment | (18,160) | (13,707) |
Proceeds from sale of property and equipment, net of expenses | 0 | 5,171 |
Payments to acquire companies, net of cash acquired, and investment in joint ventures | (16,000) | (20,262) |
Change in restricted cash | 1,693 | 0 |
Investment in short-term investments | (17) | 0 |
Proceeds from short term investments | 9,997 | 3,600 |
Other investing activities | (489) | 0 |
Net cash used in investing activities | (22,976) | (25,198) |
Cash flows from financing activities: | ||
Repayments of long-term debt | (50,216) | (282) |
Proceeds from issuance of common stock | 2,148 | 594 |
Borrowings under revolving line of credit | 312,000 | 278,000 |
Repayments under revolving line of credit | (312,000) | (301,000) |
Repurchase of common stock | (19,021) | (1,190) |
Distribution to noncontrolling interest | (1,680) | (633) |
Payment of financing costs | 0 | (3,090) |
Excess tax benefits from stock-based awards | 685 | 422 |
Net cash used by financing activities | (68,084) | (27,179) |
Effect of exchange rate changes on cash and cash equivalents | (372) | 216 |
Net increase (decrease) in cash and cash equivalents | (34,835) | 16,690 |
Cash and equivalents at beginning of period | 78,676 | 15,156 |
Cash and equivalents at end of period | 43,841 | 31,846 |
Supplemental information: | ||
Cash paid for interest | $ 22,470 | $ 22,067 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Jun. 27, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The condensed consolidated balance sheets of Central Garden & Pet Company and subsidiaries (the “Company” or “Central”) as of June 27, 2015 and June 28, 2014, the condensed consolidated statements of operations for the three months and nine months ended June 27, 2015 and June 28, 2014, the condensed consolidated statements of comprehensive income for the three months and nine months ended June 27, 2015 and June 28, 2014 and the condensed consolidated statements of cash flows for the nine months ended June 27, 2015 and June 28, 2014 have been prepared by the Company, without audit. In the opinion of management, the interim financial statements include all normal recurring adjustments necessary for a fair statement of the results for the interim periods presented. For the Company’s foreign business in the UK, the local currency is the functional currency. Assets and liabilities are translated using the exchange rate in effect at the balance sheet date. Income and expenses are translated at the average exchange rate for the period. Deferred taxes are not provided on translation gains and losses because the Company expects earnings of its foreign subsidiary to be permanently reinvested. Transaction gains and losses are included in results of operations. See Note 8, Supplemental Equity Information, for further detail. Due to the seasonal nature of the Company’s garden business, the results of operations for the three and nine month periods ended June 27, 2015 are not indicative of the operating results that may be expected for the entire fiscal year. These interim financial statements should be read in conjunction with the annual audited financial statements, accounting policies and financial notes thereto, included in the Company’s 2014 Annual Report on Form 10-K, which has previously been filed with the Securities and Exchange Commission. The September 27, 2014 balance sheet presented herein was derived from the audited financial statements. Noncontrolling Interest Noncontrolling interest in the Company’s condensed consolidated financial statements represents the 20% interest not owned by Central in a consolidated subsidiary. Since the Company controls this subsidiary, its financial statements are consolidated with those of the Company, and the noncontrolling owner’s 20% share of the subsidiary’s net assets and results of operations is deducted and reported as noncontrolling interest on the consolidated balance sheets and as net income (loss) attributable to noncontrolling interest in the consolidated statements of operations. See Note 8, Supplemental Equity Information, for additional information. Derivative Instruments The Company principally uses a combination of purchase orders and various short and long-term supply arrangements in connection with the purchase of raw materials, including certain commodities. The Company also enters into commodity futures, options and swap contracts to reduce the volatility of price fluctuations of corn, which impacts the cost of raw materials. The Company’s primary objective when entering into these derivative contracts is to achieve greater certainty with regard to the future price of commodities purchased for use in its supply chain. These derivative contracts are entered into for periods consistent with the related underlying exposures and do not constitute positions independent of those exposures. The Company does not enter into derivative contracts for speculative purposes and does not use leveraged instruments. The Company does not perform the assessments required to achieve hedge accounting for commodity derivative positions. Accordingly, the changes in the values of these derivatives are recorded currently in other income (expense) in its condensed consolidated statements of operations. As of June 27, 2015 and June 28, 2014, the Company had no outstanding derivative instruments. Recent Accounting Pronouncements Discontinued Operations In April 2014, the FASB issued Accounting Standards Update No. 2014-08 (ASU 2014-08), Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity Revenue Recognition In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. This update was issued as Accounting Standards Codification Topic 606. The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. On July 9, 2015 the FASB deferred the effective date of ASU 2014-09 for one year. ASU 2014-09 is now effective for the Company in the first quarter of its fiscal year ending September 28, 2019. Early adoption is not permitted. The guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements. Stock Based Compensation In June 2014, the FASB issued ASU No. 2014-12 (ASU 2014-12), Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. Consolidation In February 2015, the FASB issued ASU 2015-02 (ASU 2015-02), Amendments to the Consolidation Analysis to ASC Topic 810, Consolidation Debt Issuance Costs In April 2015, the FASB issued ASU No. 2015-03(ASU 2015-03), Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs Cloud Computing Costs In April 2015, the FASB issued ASU No. 2015-05(ASU 2015-05), Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement Inventory Measurement In July 2015, the FASB issued ASU 2015-11 (ASU 2015-11), Simplifying the Measurement of Inventory |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Jun. 27, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 2. Fair Value Measurements ASC 820 establishes a single authoritative definition of fair value, a framework for measuring fair value and expands disclosure of fair value measurements. ASC 820 requires financial assets and liabilities to be categorized based on the inputs used to calculate their fair values as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 - Unobservable inputs for the asset or liability, which reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). The Company’s financial instruments include cash and equivalents, short term investments consisting of bank certificates of deposit, accounts receivable and payable, derivative instruments, short-term borrowings, and accrued liabilities. The carrying amount of these instruments approximates fair value because of their short-term nature. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of June 27, 2015 (in thousands): Level 1 Level 2 Level 3 Total Liabilities: Liability for contingent consideration (b) $ 0 $ 0 $ 4,343 $ 4,343 Total liabilities $ 0 $ 0 $ 4,343 $ 4,343 The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of June 28, 2014 (in thousands): Level 1 Level 2 Level 3 Total Assets: Certificates of deposit (c) $ 0 $ 14,220 $ 0 $ 14,220 Total assets $ 0 $ 14,220 $ 0 $ 14,220 Liabilities: Liability for contingent consideration (b) $ 0 $ 0 $ 4,414 $ 4,414 Total liabilities $ 0 $ 0 $ 4,414 $ 4,414 The following table presents our financial assets and liabilities at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of September 27, 2014: Level 1 Level 2 Level 3 Total Assets: Short-term investments (a) $ 9,990 $ 0 $ 0 $ 9,990 Total assets $ 9,990 $ 0 $ 0 $ 9,990 Liabilities: Liability for contingent consideration (b) $ 0 $ 0 $ 4,414 $ 4,414 Total liabilities $ 0 $ 0 $ 4,414 $ 4,414 (a) The fair value of short-term investments is based on quoted prices in active markets for identical assets. (b) The liability for contingent consideration relates to an earn-out for B2E, acquired in December 2012. The fair value of the contingent consideration arrangement is determined based on the Company’s evaluation as to the probability and amount of any earn-out that will be achieved based on expected future performance by the acquired entity. This is presented as part of long-term liabilities in our consolidated balance sheets. (c) The fair value of the Company’s time deposits is based on the most recent observable inputs for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable. These are presented as short term investments in the Company’s consolidated balance sheets. The following table provides a summary of changes in fair value of our Level 3 financial instruments for the periods ended June 27, 2015 and June 28, 2014 (in thousands): Amount Balance as of September 27, 2014 $ 4,414 Changes in the fair value of contingent performance-based payments established at the time of acquisition (71 ) Balance as of June 27, 2015 $ 4,343 Amount Balance as of September 28, 2013 $ 4,165 Changes in the fair value of contingent performance-based payments established at the time of acquisition 249 Balance as of June 28, 2014 $ 4,414 Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis The Company measures certain non-financial assets and liabilities, including long-lived assets, goodwill and intangible assets, at fair value on a non-recurring basis. Fair value measurements of non-financial assets and non-financial liabilities are used primarily in the impairment analyses of long-lived assets, goodwill and other intangible assets. During the periods ended June 27, 2015 and June 28, 2014, the Company was not required to measure any significant non-financial assets and liabilities at fair value. Fair Value of Other Financial Instruments In January 2015, the Company called $50 million aggregate principal amount of the 2018 Notes for redemption on March 1, 2015 at a price of 102.063%. The estimated fair value of the Company’s remaining $400.0 million aggregate principal amount of the 2018 Notes as of June 27, 2015 was $406.0 million, compared to a carrying value of $399.7 million. The estimated fair value of the Company’s $450 million principal amount of 2018 Notes as of June 28, 2014 and September 27, 2014, was $469.1 million and $459.5 million, respectively, compared to a carrying value of $449.5 million and $449.5 million, respectively. The estimated fair value is based on quoted market prices for these notes, which are Level 1 inputs within the fair value hierarchy. |
Acquisitions and Investments in
Acquisitions and Investments in Joint Ventures | 9 Months Ended |
Jun. 27, 2015 | |
Business Combinations [Abstract] | |
Acquisitions and Investments in Joint Ventures | 3. Acquisitions and Investments in Joint Ventures Envincio LLC On April 1, 2014, the Company purchased certain assets of Envincio LLC, including brands, EPA registrations, inventory and trade receivables, for approximately $20.3 million. The purchase price exceeded the fair value of the net tangible and intangible assets acquired by approximately $3.3 million, which is recorded in goodwill. Financial results for Envincio have been included in the results of operations within the Pet segment since the date of acquisition. This acquisition is expected to enable the Company to be a key supplier and product innovator in the growing natural insecticides product market, often characterized as EPA-exempt products, and expand its offerings in traditional pesticides. The following table summarizes the recording of the fair values of the assets acquired and liabilities assumed as of the acquisition date and subsequent adjustments: (In thousands) Amounts Previously Recognized as of Acquisition Date (1) Measurement Period Adjustments Amounts Recognized as of Acquisition Date (as Adjusted) Current assets, net of cash and cash equivalents acquired $ 6,650 $ 0 $ 6,650 Fixed assets 20 0 20 Goodwill 2,477 856 3,333 Intangible assets 12,306 (856 ) 11,450 Current liabilities (1,170 ) 0 (1,170 ) Net assets acquired, less cash and cash equivalents $ 20,283 $ 0 $ 20,283 (1) As previously reported in our Form 10-K for the period ended September 27, 2014. During fiscal 2015, the fair value measurements of assets acquired and liabilities assumed of Envincio LLC as of the acquisition date were finalized. This refinement did not have a significant impact on the Company’s condensed consolidated statements of operations, balance sheets or cash flows in any period and, therefore, the Company has not retrospectively adjusted its financial statements. Investment in Joint Ventures On December 30, 2014, the Company invested $16.0 million in cash for a 50% interest in two newly formed entities. The two entities own rights to commercialize products which incorporate features covered by certain patents, technology and associated intellectual property rights in the fields of animal health and pesticide applications. The investment is being accounted for under the equity method of accounting and is not expected to contribute to earnings in the near future. |
Inventories, Net
Inventories, Net | 9 Months Ended |
Jun. 27, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | 4. Inventories, net Inventories, net of allowance for obsolescence, consist of the following (in thousands): June 27, 2015 June 28, 2014 September 27, 2014 Raw materials $ 98,293 $ 93,922 $ 93,678 Work in progress 16,624 17,592 13,397 Finished goods 216,668 240,337 207,818 Supplies 8,648 13,184 11,493 Total inventories, net $ 340,233 $ 365,035 $ 326,386 |
Goodwill
Goodwill | 9 Months Ended |
Jun. 27, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 5. Goodwill The Company accounts for goodwill in accordance with ASC 350, “Intangibles – Goodwill and Other,” and tests goodwill for impairment annually, or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. This assessment involves the use of significant accounting judgments and estimates as to future operating results and discount rates. Changes in estimates or use of different assumptions could produce significantly different results. An impairment loss is generally recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit. The Company uses discounted cash flow analysis to estimate the fair value of our reporting units. The Company’s goodwill impairment analysis also includes a comparison of the aggregate estimated fair value of its reporting units to the Company’s total market capitalization. |
Other Intangible Assets
Other Intangible Assets | 9 Months Ended |
Jun. 27, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | 6. Other Intangible Assets The following table summarizes the components of gross and net acquired intangible assets: Gross Accumulated Impairment Net (in millions) June 27, 2015 Marketing-related intangible assets – amortizable $ 14.1 $ (10.4 ) $ 0 $ 3.7 Marketing-related intangible assets – nonamortizable 59.6 0 (16.9 ) 42.7 Total 73.7 (10.4 ) (16.9 ) 46.4 Customer-related intangible assets – amortizable 43.3 (21.8 ) 0 21.5 Other acquired intangible assets – amortizable 19.3 (10.0 ) 0 9.3 Other acquired intangible assets – nonamortizable 7.8 0 (1.2 ) 6.6 Total 27.1 (10.0 ) (1.2 ) 15.9 Total other intangible assets $ 144.1 $ (42.2 ) $ (18.1 ) $ 83.8 Gross Accumulated Impairment Net (in millions) June 28, 2014 Marketing-related intangible assets – amortizable $ 12.5 $ (9.6 ) $ 0 $ 2.9 Marketing-related intangible assets – nonamortizable 59.6 0 (16.9 ) 42.7 Total 72.1 (9.6 ) (16.9 ) 45.6 Customer-related intangible assets – amortizable 42.8 (19.6 ) 0 23.2 Other acquired intangible assets – amortizable 16.6 (8.5 ) 0 8.1 Other acquired intangible assets – nonamortizable 1.2 0 (1.2 ) 0 Total 17.8 (8.5 ) (1.2 ) 8.1 Total other intangible assets $ 132.7 $ (37.7 ) $ (18.1 ) $ 76.9 Gross Accumulated Impairment Net (in millions) September 27, 2014 Marketing-related intangible assets – amortizable $ 15.5 $ (9.9 ) $ 0 $ 5.6 Marketing-related intangible assets – nonamortizable 59.6 0 (16.9 ) 42.7 Total 75.1 (9.9 ) (16.9 ) 48.3 Customer-related intangible assets – amortizable 42.8 (20.2 ) 0 22.6 Other acquired intangible assets – amortizable 19.4 (8.8 ) 0 10.6 Other acquired intangible assets – nonamortizable 7.7 0 (1.2 ) 6.5 Total 27.1 (8.8 ) (1.2 ) 17.1 Total other intangible assets $ 145.0 $ (38.9 ) $ (18.1 ) $ 88.0 Other acquired intangible assets include contract-based and technology-based intangible assets. The Company evaluates long-lived assets, including amortizable and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. The Company evaluates indefinite-lived intangible assets on an annual basis. In fiscal 2014, the Company tested its indefinite-lived intangible assets and no impairment was indicated. Other factors indicating the carrying value of the Company’s amortizable intangible assets may not be recoverable were not present in fiscal 2014 or during the nine months ended June 27, 2015, and accordingly, no impairment testing was performed on these assets. The Company amortizes its acquired intangible assets with definite lives over periods ranging from 1 to 25 years; over weighted average remaining lives of eight years for marketing-related intangibles, 15 years for customer-related intangibles and 14 years for other acquired intangibles. Amortization expense for intangibles subject to amortization was approximately $1.4 million and $1.0 million for the three month periods ended June 27, 2015 and June 28, 2014, respectively and $3.3 million and $3.0 million for the nine months ended June 27, 2015 and June 28, 2014, respectively, and is classified within operating expenses in the condensed consolidated statements of operations. Estimated annual amortization expense related to acquired intangible assets in each of the succeeding five years is estimated to be approximately $4 million to $5 million per year from fiscal 2015 through fiscal 2019. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Jun. 27, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 7. Long-Term Debt Long-term debt consists of the following: June 27, 2015 June 28, 2014 September 27, 2014 (in thousands) Senior subordinated notes, net of unamortized discount (1) $ 399,664 $ 449,500 $ 449,529 Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.75% or Base Rate plus a margin of 0.25% to 0.75%, final maturity December 2018 0 0 0 Other notes payable 505 790 710 Total 400,169 450,290 450,239 Less current portion (290 ) (296 ) (291 ) Long-term portion $ 399,879 $ 449,994 $ 449,948 (1) Represents unamortized original issue discount of $336, $500 and $471 as of June 27, 2015, June 28, 2014 and September 27, 2014, respectively. Senior Subordinated Notes On March 8, 2010, the Company issued $400 million aggregate principal amount of 8.25% senior subordinated notes due March 1, 2018 (the “2018 Notes”). On February 13, 2012, the Company issued an additional $50 million aggregate principal amount of its 2018 Notes at a price of 98.501%, plus accrued interest from September 1, 2011, in a private placement. The Company used the net proceeds from the offering to pay a portion of the outstanding balance under its prior revolving credit facility. The 2018 Notes require semiannual interest payments, which commenced on September 1, 2010. The 2018 Notes are unsecured senior subordinated obligations and are subordinated to all of the Company’s existing and future senior debt, including the Company’s Credit Facility. The obligations under the 2018 Notes are fully and unconditionally guaranteed on a senior subordinated basis by each of the Company’s existing and future domestic restricted subsidiaries with certain exceptions. The guarantees are general unsecured senior subordinated obligations of the guarantors and are subordinated to all existing and future senior debt of the guarantors. In March 2015, the Company redeemed $50.0 million of its 2018 Notes at a price of 102.063% of the principal amount of the notes redeemed. In conjunction with this transaction, the Company recognized a charge in interest expense of approximately $1.6 million in its second quarter of fiscal 2015 related to the payment of the call premium and the non-cash write-off of unamortized financing costs. The Company may redeem some or all of the remaining 2018 Notes at any time after March 1, 2015 for 102.063% and on or after March 1, 2016 for 100%, plus accrued and unpaid interest. The holders of the 2018 Notes have the right to require the Company to repurchase all or a portion of the 2018 Notes at a purchase price equal to 101% of the principal amount of the notes repurchased, plus accrued and unpaid interest upon the occurrence of a change of control. The 2018 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject to certain baskets and exceptions. The Company was in compliance with all financial covenants in the 2018 Notes indenture as of June 27, 2015. Asset Backed Loan Facility On December 5, 2013, the Company entered into a credit agreement which provides up to a $390 million principal amount senior secured asset-based revolving credit facility, with up to an additional $200 million principal amount available with the consent of the Lenders if the Company exercises the accordion feature set forth therein (collectively, the “Credit Facility”). The Credit Facility matures on December 5, 2018 and replaced the Company’s prior revolving credit facility. The Company may borrow, repay and reborrow amounts under the Credit Facility until its maturity date, at which time all amounts outstanding under the Credit Facility must be repaid in full. As of June 27, 2015, there were no borrowings and no letters of credit outstanding under the Credit Facility. There were other letters of credit of $7.2 million outstanding as of June 27, 2015. The Credit Facility is subject to a borrowing base, calculated using a formula based upon eligible receivables and inventory, minus certain reserves and subject to restrictions. The borrowing availability as of June 27, 2015 was $384 million. Borrowings under the Credit Facility bear interest at an index based on LIBOR or, at the option of the Company, the Base Rate (defined as the highest of (a) the SunTrust prime rate, (b) the Federal Funds Rate plus 0.5% and (c) one-month LIBOR plus 1.00%), plus, in either case, an applicable margin based on the Company’s total outstanding borrowings. Such applicable margin for LIBOR-based borrowings fluctuates between 1.25%-1.75% (and was 1.25% at June 27, 2015) and such applicable margin for Base Rate borrowings fluctuates between 0.25%-0.75% (and was 0.25% at June 27, 2015). As of June 27, 2015, the applicable interest rate related to Base Rate borrowings was 3.5%, and the applicable interest rate related to LIBOR-based borrowings was 1.4%. The Credit Facility contains customary covenants, including financial covenants which require the Company to maintain a minimum fixed charge coverage ratio of 1.00:1.00 upon reaching certain borrowing levels. The Credit Facility is secured by substantially all assets of the Company. The Company was in compliance with all financial covenants under the Credit Facility during the period ended June 27, 2015. The Company incurred approximately $3.1 million of costs in conjunction with this transaction, which included banking fees and legal expenses. These costs are being amortized over the term of the Credit Facility. The Company recorded a non-cash charge of $1.7 million for the three month period ended December 28, 2013 as part of interest expense, related to the write-off of unamortized deferred financing costs under the prior revolving credit facility. |
Supplemental Equity Information
Supplemental Equity Information | 9 Months Ended |
Jun. 27, 2015 | |
Equity [Abstract] | |
Supplemental Equity Information | 8. Supplemental Equity Information The following table provides a summary of the changes in the carrying amounts of equity attributable to controlling interest and noncontrolling interest for the nine months ended June 27, 2015 and June 28, 2014: Controlling Interest (in thousands) Common Stock Class A Class Stock Additional Retained Accumulated Total Noncontrolling Total Balance September 27, 2014 $ 124 $ 369 $ 16 $ 396,586 $ 86,396 $ 1,232 $ 484,723 $ 1,730 $ 486,453 Comprehensive income 36,340 (553 ) 35,787 1,070 36,857 Stock based compensation 4,513 4,513 4,513 Restricted share activity (1,200 ) (1,200 ) (1,200 ) Issuance of common stock 3 904 907 907 Repurchase of common stock (5 ) (12 ) (12,726 ) (2,380 ) (15,123 ) (15,123 ) Tax benefit on stock option exercise 685 685 685 Distribution to Noncontrolling interest (1,680 ) (1,680 ) Balance June 27, 2015 $ 119 $ 360 $ 16 $ 388,762 $ 120,356 $ 679 $ 510,292 $ 1,120 $ 511,412 Controlling Interest (in thousands) Common Stock Class A Class Stock Additional Retained Accumulated Total Noncontrolling Total Balance September 28, 2013 $ 122 $ 353 $ 16 $ 389,153 $ 77,592 $ 1,442 $ 468,678 $ 1,346 $ 470,024 Comprehensive income 12,874 426 13,300 1,137 14,437 Stock based compensation 3,734 3,734 3,734 Restricted share activity 1 9 3,940 3,950 3,950 Issuance of common stock 3 995 998 998 Tax benefit on stock option exercise 422 422 422 Distribution to Noncontrolling interest (633 ) (633 ) Balance June 28, 2014 $ 123 $ 365 $ 16 $ 398,244 $ 90,466 $ 1,868 $ 491,082 $ 1,850 $ 492,932 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Jun. 27, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation The Company recognized share-based compensation expense of $6.0 million and $6.4 million for the nine month periods ended June 27, 2015 and June 28, 2014, respectively, as a component of selling, general and administrative expenses. The tax benefit associated with share-based compensation expense for the nine month periods ended June 27, 2015 and June 28, 2014 was $2.1 million and $2.3 million, respectively. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Jun. 27, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 10. Earnings Per Share The following is a reconciliation of the numerators and denominators of the basic and diluted per share computations for income from continuing operations. Three Months Ended Nine Months Ended Income Shares Per Share Income Shares Per Share (in thousands, except per share amounts) Basic EPS: Net income available to common shareholders $ 18,800 48,167 $ 0.39 $ 36,340 48,642 $ 0.75 Effect of dilutive securities: Options to purchase common stock 538 0.00 309 (0.01 ) Restricted shares 585 (0.01 ) 545 (0.01 ) Diluted EPS: Net income available to common shareholders $ 18,800 49,290 $ 0.38 $ 36,340 49,496 $ 0.73 Three Months Ended Nine Months Ended Income Shares Per Share Income Shares Per Share (in thousands, except per share amounts) Basic EPS: Net income available to common shareholders $ 4,687 49,148 $ 0.10 $ 12,874 48,732 $ 0.26 Effect of dilutive securities: Options to purchase common stock 154 0 35 0 Restricted shares 539 (0.01 ) 434 0 Diluted EPS: Net income available to common shareholders $ 4,687 49,841 $ 0.09 $ 12,874 49,201 $ 0.26 Options to purchase 7.4 million shares of common stock at prices ranging from $6.43 to $15.00 per share were outstanding at June 27, 2015, and options to purchase 11.2 million shares of common stock at prices ranging from $6.43 to $16.23 per share were outstanding at June 28, 2014. For the three month periods ended June 27, 2015 and June 28, 2014, options to purchase 3.2 million and 9.5 million shares of common stock, respectively, were outstanding but were not included in the computation of diluted earnings per share because the option exercise prices were greater than the average market price of the common shares and, therefore, the effect would be anti-dilutive. For the nine month periods ended June 27, 2015 and June 28, 2014, options to purchase 4.8 million and 10.3 million shares of common stock, respectively, were outstanding but were not included in the computation of diluted earnings per share because the option exercise prices were greater than the average market price of the common shares and, therefore, the effect would be anti-dilutive. |
Segment Information
Segment Information | 9 Months Ended |
Jun. 27, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | 11. Segment Information Management has determined that the Company has two operating segments which are also reportable segments based on the level at which the Chief Operating Decision Maker reviews the results of operations to make decisions regarding performance assessment and resource allocation. These operating segments are Pet segment and Garden segment and are presented in the table below (in thousands). Three Months Ended Nine Months Ended June 27, June 28, June 27, June 28, Net sales: Pet segment $ 238,126 $ 227,082 $ 658,931 $ 628,431 Garden segment 221,320 210,905 605,437 601,688 Total net sales $ 459,446 $ 437,987 $ 1,264,368 $ 1,230,119 Income (loss) from operations: Pet segment 32,939 28,435 80,565 67,014 Garden segment 23,458 4,011 59,248 34,579 Corporate (17,404 ) (14,020 ) (49,711 ) (46,753 ) Total income from operations 38,993 18,426 90,102 54,840 Interest expense - net (8,971 ) (10,415 ) (31,261 ) (33,008 ) Other income 585 456 96 396 Income taxes 11,484 3,133 21,527 8,217 Income including noncontrolling interest 19,123 5,334 37,410 14,011 Net income attributable to noncontrolling interest 323 647 1,070 1,137 Net income attributable to Central Garden & Pet Company $ 18,800 $ 4,687 $ 36,340 $ 12,874 Depreciation and amortization: Pet segment $ 3,891 $ 4,483 $ 11,710 $ 12,853 Garden segment 1,465 1,721 4,514 5,126 Corporate 2,906 2,967 8,852 8,704 Total depreciation and amortization $ 8,262 $ 9,171 $ 25,076 $ 26,683 June 27, June 28, September 27, 2014 Assets: Pet segment $ 450,198 $ 444,740 $ 414,279 Garden segment 352,147 372,175 337,461 Corporate 356,876 349,023 396,987 Total assets $ 1,159,221 $ 1,165,938 $ 1,148,727 Goodwill (included in corporate assets above): Pet segment $ 209,089 $ 205,756 $ 208,233 |
Consolidating Condensed Financi
Consolidating Condensed Financial Information of Guarantor Subsidiaries | 9 Months Ended |
Jun. 27, 2015 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Consolidating Condensed Financial Information of Guarantor Subsidiaries | 12. 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 2018 Notes. 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 Three Months Ended June 27, 2015 (in thousands) Parent Non- Guarantor 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 (0 ) 38,993 Interest expense (8,924 ) (52 ) (2 ) (0 ) (8,978 ) Interest income 6 1 0 0 7 Other income 318 0 267 (0 ) 585 Income (loss) before taxes and equity in earnings of affiliates (10,058 ) 3,380 37,285 (0 ) 30,607 Income tax expense (benefit) (3,982 ) 1,265 14,201 (0 ) 11,484 Equity in earnings of affiliates 24,876 0 1,780 (26,656 ) 0 Net income including noncontrolling interest 18,800 2,115 24,864 (26,656 ) 19,123 Net income attributable to noncontrolling interest 0 323 0 0 323 Net income attributable to Central Garden & Pet Company $ 18,800 $ 1,792 $ 24,864 $ (26,656 ) $ 18,800 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Three Months Ended June 28, 2014 (As Revised) (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated Net sales $ 124,433 $ 38,251 $ 300,652 $ (25,349 ) $ 437,987 Cost of goods sold and occupancy 109,833 31,182 201,249 (23,408 ) 318,856 Gross profit 14,600 7,069 99,403 (1,941 ) 119,131 Selling, general and administrative expenses 27,659 4,582 70,405 (1,941 ) 100,705 Income (loss) from operations (13,059 ) 2,487 28,998 0 18,426 Interest expense (10,390 ) (20 ) (19 ) 0 (10,429 ) Interest income 14 0 0 0 14 Other income 237 0 219 0 456 Income (loss) before taxes and equity in earnings of affiliates (23,198 ) 2,467 29,198 0 8,467 Income tax expense (benefit) (8,737 ) 862 11,008 0 3,133 Equity in earnings of affiliates 19,148 0 580 (19,728 ) 0 Net income including noncontrolling interest 4,687 1,605 18,770 (19,728 ) 5,334 Net income attributable to noncontrolling interest 0 647 0 0 647 Net income attributable to Central Garden & Pet Company $ 4,687 $ 958 $ 18,770 $ (19,728 ) $ 4,687 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Nine Months Ended June 27, 2015 (in thousands) Parent Non- Guarantor 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 (0 ) 90,102 Interest expense (31,226 ) (128 ) (3 ) (0 ) (31,357 ) Interest income 94 2 0 0 96 Other income (expense) (359 ) (0 ) 455 (0 ) 96 Income (loss) before taxes and equity in earnings of affiliates (37,114 ) 4,601 91,450 (0 ) 58,937 Income tax expense (benefit) (13,562 ) 1,773 33,316 (0 ) 21,527 Equity in earnings of affiliates 59,892 0 1,989 (61,881 ) 0 Net income including noncontrolling interest 36,340 2,828 60,123 (61,881 ) 37,410 Net income attributable to noncontrolling interest 0 1,070 0 0 1,070 Net income attributable to Central Garden & Pet Company $ 36,340 $ 1,758 $ 60,123 $ (61,881 ) $ 36,340 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Nine Months Ended June 28, 2014 (As Revised) (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated Net sales $ 356,715 $ 92,046 $ 844,334 $ (62,976 ) $ 1,230,119 Cost of goods sold and occupancy 287,782 72,843 581,614 (58,588 ) 883,651 Gross profit 68,933 19,203 262,720 (4,388 ) 346,468 Selling, general and administrative expenses 83,313 14,594 198,109 (4,388 ) 291,628 Income (loss) from operations (14,380 ) 4,609 64,611 0 54,840 Interest expense (32,956 ) (51 ) (44 ) 0 (33,051 ) Interest income 43 0 0 0 43 Other income 244 0 152 0 396 Income (loss) before taxes and equity in earnings of affiliates (47,049 ) 4,558 64,719 0 22,228 Income tax expense (benefit) (17,555 ) 1,773 23,999 0 8,217 Equity in earnings of affiliates 42,368 0 1,633 (44,001 ) 0 Net income including noncontrolling interest 12,874 2,785 42,353 (44,001 ) 14,011 Net income attributable to noncontrolling interest 0 1,137 0 0 1,137 Net income attributable to Central Garden & Pet Company $ 12,874 $ 1,648 $ 42,353 $ (44,001 ) $ 12,874 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended June 27, 2015 (in thousands) Parent Non-Guarantor 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 0 323 0 0 323 Comprehensive income attributable to Central Garden &Pet Company $ 19,415 $ 2,248 $ 24,888 $ (27,136 ) $ 19,415 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended June 28, 2014 (As Revised) (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated Net income $ 4,687 $ 1,605 $ 18,770 $ (19,728 ) $ 5,334 Other comprehensive income: Foreign currency translation 0 339 0 0 339 Total comprehensive income 4,687 1,944 18,770 (19,728 ) 5,673 Comprehensive income attributable to noncontrolling interests 0 647 0 0 647 Comprehensive income attributable to Central Garden &Pet Company $ 4,687 $ 1,297 $ 18,770 $ (19,728 ) $ 5,026 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Nine Months Ended June 27, 2015 (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated Net income $ 36,340 $ 2,828 $ 60,123 $ (61,881 ) $ 37,410 Other comprehensive income (loss): Unrealized loss on securities (10 ) 0 0 0 (10 ) Reclassification of realized loss on securities included in net income 20 0 0 0 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 0 1,070 0 0 1,070 Comprehensive income attributable to Central Garden &Pet Company $ 35,787 $ 1,514 $ 59,879 $ (61,393 ) $ 35,787 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Nine Months Ended June 28, 2014 (As Revised) (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated Net income $ 12,874 $ 2,785 $ 42,353 $ (44,001 ) $ 14,011 Other comprehensive income: Foreign currency translation 0 426 0 0 426 Total comprehensive income 12,874 3,211 42,353 (44,001 ) 14,437 Comprehensive income attributable to noncontrolling interests 0 1,137 0 0 1,137 Comprehensive income attributable to Central Garden &Pet Company $ 12,874 $ 2,074 $ 42,353 $ (44,001 ) $ 13,300 CONSOLIDATING CONDENSED BALANCE SHEET June 27, 2015 (in thousands) Parent Non- Guarantor Guarantor Eliminations Consolidated ASSETS Cash and cash equivalents $ 30,640 $ 10,606 $ 2,595 $ 0 $ 43,841 Restricted cash 12,590 0 0 0 12,590 Accounts receivable, net 56,528 11,152 155,469 0 223,149 Inventories 86,211 14,409 239,613 0 340,233 Prepaid expenses and other 25,727 1,260 27,571 0 54,558 Total current assets 211,696 37,427 425,248 0 674,371 Land, buildings, improvements and equipment, net 54,176 3,540 105,253 0 162,969 Goodwill 0 0 209,089 0 209,089 Other long term assets 31,739 3,877 80,193 (3,017 ) 112,792 Intercompany receivable 36,989 0 386,955 (423,944 ) 0 Investment in subsidiaries 1,042,817 0 0 (1,042,817 ) 0 Total $ 1,377,417 $ 44,844 $ 1,206,738 $ (1,469,778 ) $ 1,159,221 LIABILITIES AND EQUITY Accounts payable $ 28,927 $ 6,501 $ 54,995 $ 0 $ 90,423 Accrued expenses 59,275 2,928 47,867 0 110,070 Current portion of long-term debt 260 0 30 0 290 Total current liabilities 88,462 9,429 102,892 0 200,783 Long-term debt 399,806 0 73 0 399,879 Intercompany payable 377,284 46,660 0 (423,944 ) 0 Losses in excess of investment in subsidiaries 0 0 12,324 (12,324 ) 0 Other long-term obligations 1,573 0 48,591 (3,017 ) 47,147 Total Central Garden & Pet shareholders’ equity 510,292 (12,365 ) 1,042,858 (1,030,493 ) 510,292 Noncontrolling interest 0 1,120 0 0 1,120 Total equity 510,292 (11,245 ) 1,042,858 (1,030,493 ) 511,412 Total $ 1,377,417 $ 44,844 $ 1,206,738 $ (1,469,778 ) $ 1,159,221 CONSOLIDATING CONDENSED BALANCE SHEET June 28, 2014 (As Revised) (in thousands) Parent Non- Guarantor Guarantor Eliminations Consolidated ASSETS Cash and cash equivalents $ 16,182 $ 12,863 $ 2,801 $ 0 $ 31,846 Short term investments 14,220 0 0 0 14,220 Accounts receivable, net 50,219 12,220 151,681 0 214,120 Inventories 87,570 18,551 258,914 0 365,035 Prepaid expenses and other 25,489 1,102 27,098 0 53,689 Total current assets 193,680 44,736 440,494 0 678,910 Land, buildings, improvements and equipment, net 71,940 3,512 102,208 0 177,660 Goodwill 0 0 205,756 0 205,756 Other long term assets 17,147 3,492 85,679 (2,706 ) 103,612 Intercompany receivable 38,865 0 287,318 (326,183 ) 0 Investment in subsidiaries 974,815 0 0 (974,815 ) 0 Total $ 1,296,447 $ 51,740 $ 1,121,455 $ (1,303,704 ) $ 1,165,938 LIABILITIES AND EQUITY Accounts payable $ 31,968 $ 7,765 $ 50,226 $ 0 $ 89,959 Accrued expenses 42,836 2,688 43,997 0 89,521 Current portion of long-term debt 266 0 30 0 296 Total current liabilities 75,070 10,453 94,253 0 179,776 Long-term debt 449,887 0 107 0 449,994 Intercompany payable 278,840 47,343 0 (326,183 ) Losses in excess of investment in subsidiaries 0 0 7,467 (7,467 ) 0 Other long-term obligations 1,568 0 44,374 (2,706 ) 43,236 Total Central Garden & Pet shareholders’ equity 491,082 (7,906 ) 975,254 (967,348 ) 491,082 Noncontrolling interest 0 1,850 0 0 1,850 Total equity 491,082 (6,056 ) 975,254 (967,348 ) 492,932 Total $ 1,296,447 $ 51,740 $ 1,121,455 $ (1,303,704 ) $ 1,165,938 CONSOLIDATING CONDENSED BALANCE SHEET September 27, 2014 (in thousands) Parent Non- Guarantor Guarantor 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 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 34,151 1,868 48,360 0 84,379 Current portion of long term debt 261 0 30 0 291 Total current liabilities 63,349 5,410 104,339 0 173,098 Long-term debt 449,855 0 93 0 449,948 Intercompany payable 323,314 45,015 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 Total Central Garden & Pet shareholders’ equity 484,724 (7,162 ) 982,980 (975,819 ) 484,723 Noncontrolling interest 0 1,730 0 0 1,730 Total equity 484,724 (5,432 ) 982,980 (975,819 ) 486,453 Total $ 1,322,878 $ 44,993 $ 1,143,692 $ (1,362,836 ) $ 1,148,727 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Nine Months Ended June 27, 2015 (in thousands) Parent Non- Guarantor 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 ) (0 ) (18,160 ) Payments to acquire companies, net of cash acquired (16,000 ) 0 0 0 (16,000 ) Change in restricted cash and cash equivalents 1,693 (0 ) (0 ) (0 ) 1,693 Maturities of short term investments 9,997 0 0 0 9,997 Investment in short term investments (17 ) (0 ) (0 ) (0 ) (17 ) Other investing activities (489 ) (489 ) Intercompany investing activities (20,083 ) (0 ) (35,533 ) 55,616 (0 ) Net cash used by investing activities (26,943 ) (180 ) (51,469 ) 55,616 (22,976 ) Repayments on revolving line of credit (312,000 ) 0 0 0 (312,000 ) Borrowings on revolving line of credit 312,000 0 0 0 312,000 Repayments of long-term debt (50,196 ) (0 ) (20 ) (0 ) (50,216 ) Proceeds from issuance of common stock 2,148 0 0 0 2,148 Excess tax benefits from stock-based awards 685 0 0 0 685 Repurchase of common stock (19,021 ) (0 ) (0 ) (0 ) (19,021 ) Distribution to parent 0 (6,719 ) 0 6,719 0 Distribution to noncontrolling interest 0 (1,680 ) 0 0 (1,680 ) Intercompany financing activities 53,971 1,645 0 (55,616 ) 0 Net cash used by financing activities (12,413 ) (6,754 ) (20 ) (48,897 ) (68,084 ) Effect of exchange rates on cash (319 ) (128 ) 75 (0 ) (372 ) Net increase (decrease) in cash and cash equivalents (32,831 ) (2,200 ) 196 0 (34,835 ) Cash and cash equivalents at beginning of period 63,471 12,806 2,399 0 78,676 Cash and cash equivalents at end of period $ 30,640 $ 10,606 $ 2,595 $ 0 $ 43,841 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Nine Months Ended June 28, 2014 (As Revised) (in thousands) Parent Non-Guarantor Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ 2,881 $ 5,764 $ 62,740 $ (2,534 ) $ 68,851 Additions to property, plant and equipment (5,728 ) (1,482 ) (6,497 ) 0 (13,707 ) Proceeds from sale of property and equipment, net of expenses 0 0 5,171 0 5,171 Payments to acquire companies, net of cash acquired 0 0 (20,262 ) 0 (20,262 ) Maturities of short term investments 3,600 0 0 0 3,600 Intercompany investing activities (28,685 ) 0 (40,821 ) 69,506 0 Net cash used by investing activities (30,813 ) (1,482 ) (62,409 ) 69,506 (25,198 ) 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 (172 ) 0 (110 ) 0 (282 ) Proceeds from issuance of common stock 594 0 0 0 594 Excess tax benefits from stock-based awards 422 0 0 0 422 Repurchase of common stock (1,190 ) 0 0 0 (1,190 ) 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 64,582 4,924 0 (69,506 ) 0 Net cash provided (used) by financing activities 38,146 1,757 (110 ) (66,972 ) (27,179 ) Effect of exchange rates on cash 530 (179 ) (135 ) 0 216 Net increase in cash and cash equivalents 10,744 5,860 86 0 16,690 Cash and cash equivalents at beginning of period 5,438 7,003 2,715 0 15,156 Cash and cash equivalents at end of period $ 16,182 $ 12,863 $ 2,801 $ 0 $ 31,846 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 is shown in the following tables: CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Three Months Ended June 28, 2014 (in thousands) As previously reported Adjustments As revised Parent $ (10,448 ) $ (2,611 ) $ (13,059 ) Non-guarantor subsidiaries 0 2,487 2,487 Guarantor subsidiaries 28,874 124 28,998 Eliminations 0 0 0 Income (loss) from operations 18,426 0 18,426 Parent 4,687 0 4,687 Non-guarantor subsidiaries 0 958 958 Guarantor subsidiaries 19,869 (1,099 ) 18,770 Eliminations (19,869 ) 141 (19,728 ) Net income attributable to Central Garden & Pet Company $ 4,687 $ 0 $ 4,687 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Nine Months Ended June 28, 2014 (in thousands) As previously reported Adjustments As revised Parent $ (9,296 ) $ (5,084 ) $ (14,380 ) Non-guarantor subsidiaries 0 4,609 4,609 Guarantor subsidiaries 64,136 475 64,611 Eliminations 0 0 0 Income (loss) from operations 54,840 0 54,840 Parent 12,874 0 12,874 Non-guarantor subsidiaries 0 1,648 1,648 Guarantor subsidiaries 43,277 (924 ) 42,353 Eliminations (43,277 ) (724 ) (44,001 ) Net income attributable to Central Garden & Pet Company $ 12,874 $ 0 $ 12,874 In the Consolidating Condensed Statement of Operations, the Company now presents the Non-Guarantor subsidiaries separate from the Parent. The Company 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 Three Months Ended June 28, 2014 (in thousands) As previously reported Adjustments As revised Parent $ (14,535 ) $ 19,222 $ 4,687 Non-guarantor subsidiaries 0 1,605 1,605 Guarantor subsidiaries 19,869 (1,099 ) 18,770 Eliminations 0 (19,728 ) (19,728 ) Net income (loss) 5,334 0 5,334 Parent (14,196 ) 18,883 4,687 Non-guarantor subsidiaries 0 1,944 1,944 Guarantor subsidiaries 19,869 (1,099 ) 18,770 Eliminations 0 (19,728 ) (19,728 ) Total comprehensive income (loss) 5,673 0 5,673 Parent (14,843 ) 19,530 4,687 Non-guarantor subsidiaries 0 1,297 1,297 Guarantor subsidiaries 19,869 (1,099 ) 18,770 Eliminations 0 (19,728 ) (19,728 ) Comprehensive income (loss) attributable to Central Garden & Pet Company $ 5,026 $ 0 $ 5,026 CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME Nine Months Ended June 28, 2014 (in thousands) As previously reported Adjustments As revised Parent $ (29,266 ) $ 42,140 $ 12,874 Non-guarantor subsidiaries 0 2,785 2,785 Guarantor subsidiaries 43,277 (924 ) 42,353 Eliminations 0 (44,001 ) (44,001 ) Net income (loss) 14,011 0 14,011 Parent (28,840 ) 41,714 12,874 Non-guarantor subsidiaries 0 3,211 3,211 Guarantor subsidiaries 43,277 (924 ) 42,353 Eliminations 0 (44,001 ) (44,001 ) Total comprehensive income (loss) 14,437 0 14,437 Parent (29,977 ) 42,851 12,874 Non-guarantor subsidiaries 0 2,074 2,074 Guarantor subsidiaries 43,277 (924 ) 42,353 Eliminations 0 (44,001 ) (44,001 ) Comprehensive income (loss) attributable to Central Garden & Pet Company $ 13,300 $ 0 $ 13,300 In the Consolidating Condensed Statement of Comprehensive Income, the Company now presents the Non-Guarantor subsidiaries separate from the Parent. The Company also recorded an adjustment to correct the beginning net income of the Parent to reflect equity in the earnings from affiliates. CONSOLIDATING CONDENSED BALANCE SHEET June 28, 2014 (in thousands) As previously reported Adjustments As revised Parent $ 240,108 $ (46,428 ) $ 193,680 Non-Guarantor subsidiaries 0 44,736 44,736 Guarantor subsidiaries 441,922 (1,428 ) 440,494 Eliminations (3,120 ) 3,120 0 Current assets 678,910 0 678,910 Parent 1,066,208 230,239 1,296,447 Non-Guarantor subsidiaries 0 51,740 51,740 Guarantor subsidiaries 796,926 324,529 1,121,455 Eliminations (697,196 ) (606,508 ) (1,303,704 ) Total assets $ 1,165,938 $ 0 $ 1,165,938 Parent $ 85,213 $ (10,143 ) $ 75,070 Non-Guarantor subsidiaries 0 10,453 10,453 Guarantor subsidiaries 97,683 (3,430 ) 94,253 Eliminations (3,120 ) 3,120 0 Current liabilities 179,776 0 179,776 Parent 492,932 (1,850 ) 491,082 Non-Guarantor subsidiaries 0 (6,056 ) (6,056 ) Guarantor subsidiaries 694,076 281,178 975,254 Eliminations (694,076 ) (273,272 ) (967,348 ) Total equity $ 492,932 $ 0 $ 492,932 In the Consolidating Condensed Balance Sheet, the Company now presents the Non-Guarantor subsidiaries separate from the Parent. The Company 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. The Company also corrected the presentation of certain deferred tax balances to present on a gross basis by legal entity. CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Nine Months Ended June 28, 2014 As previously reported Adjustments As revised Parent $ 47,393 $ (44,512 ) $ 2,881 Non-Guarantor subsidiaries 0 5,764 5,764 Guarantor subsidiaries 64,735 (1,995 ) 62,740 Eliminations (43,277 ) 40,743 (2,534 ) Net cash provided by (used in) operating activities 68,851 0 68,851 Parent (4,071 ) (26,742 ) (30,813 ) Non-Guarantor subsidiaries 0 (1,482 ) (1,482 ) Guarantor subsidiaries (64,404 ) 1,995 (62,409 ) Eliminations 43,277 26,229 69,506 Net cash provided by (used in) investing activities (25,198 ) 0 (25,198 ) Parent (27,069 ) 65,215 38,146 Non-Guarantor subsidiaries 0 1,757 1,757 Guarantor subsidiaries (110 ) 0 (110 ) Eliminations 0 (66,972 ) (66,972 ) Net cash provided by (used in) financing activities $ (27,179 ) $ 0 $ (27,179 ) In the Consolidating Condensed Statement of Cash Flows, the Company now presents the Non-Guarantor subsidiaries separate from the Parent. The Company also presents 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. The Company also corrected the presentation of the Parent’s cash flow from operating activities to reflect equity in earnings of affiliates as a non-cash operating activity. The Company previously presented changes of intercompany receivables and payables in investing activities. |
Contingencies
Contingencies | 9 Months Ended |
Jun. 27, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 13. Contingencies The Company may from time to time become involved in legal proceedings in the ordinary course of business. Currently, the Company is not a party to any legal proceedings that management believes would have a material effect on the Company’s financial position or results of operations. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Jun. 27, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Event | 14. Subsequent Event On July 31, 2015, the Company purchased substantially all of the assets of IMS Trading Corp. for a purchase price of approximately $25 million. IMS Trading Corp is a manufacturer, importer and distributor of rawhide, natural dog treats and pet products throughout the United States and internationally. This acquisition is expected to complement the Company’s existing dog and cat business. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Jun. 27, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Noncontrolling Interest | Noncontrolling Interest Noncontrolling interest in the Company’s condensed consolidated financial statements represents the 20% interest not owned by Central in a consolidated subsidiary. Since the Company controls this subsidiary, its financial statements are consolidated with those of the Company, and the noncontrolling owner’s 20% share of the subsidiary’s net assets and results of operations is deducted and reported as noncontrolling interest on the consolidated balance sheets and as net income (loss) attributable to noncontrolling interest in the consolidated statements of operations. See Note 8, Supplemental Equity Information, for additional information. |
Derivative Instruments | Derivative Instruments The Company principally uses a combination of purchase orders and various short and long-term supply arrangements in connection with the purchase of raw materials, including certain commodities. The Company also enters into commodity futures, options and swap contracts to reduce the volatility of price fluctuations of corn, which impacts the cost of raw materials. The Company’s primary objective when entering into these derivative contracts is to achieve greater certainty with regard to the future price of commodities purchased for use in its supply chain. These derivative contracts are entered into for periods consistent with the related underlying exposures and do not constitute positions independent of those exposures. The Company does not enter into derivative contracts for speculative purposes and does not use leveraged instruments. The Company does not perform the assessments required to achieve hedge accounting for commodity derivative positions. Accordingly, the changes in the values of these derivatives are recorded currently in other income (expense) in its condensed consolidated statements of operations. As of June 27, 2015 and June 28, 2014, the Company had no outstanding derivative instruments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Discontinued Operations In April 2014, the FASB issued Accounting Standards Update No. 2014-08 (ASU 2014-08), Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity Revenue Recognition In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. This update was issued as Accounting Standards Codification Topic 606. The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. On July 9, 2015 the FASB deferred the effective date of ASU 2014-09 for one year. ASU 2014-09 is now effective for the Company in the first quarter of its fiscal year ending September 28, 2019. Early adoption is not permitted. The guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements. Stock Based Compensation In June 2014, the FASB issued ASU No. 2014-12 (ASU 2014-12), Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. Consolidation In February 2015, the FASB issued ASU 2015-02 (ASU 2015-02), Amendments to the Consolidation Analysis to ASC Topic 810, Consolidation Debt Issuance Costs In April 2015, the FASB issued ASU No. 2015-03(ASU 2015-03), Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs Cloud Computing Costs In April 2015, the FASB issued ASU No. 2015-05(ASU 2015-05), Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement Inventory Measurement In July 2015, the FASB issued ASU 2015-11 (ASU 2015-11), Simplifying the Measurement of Inventory |
Fair Value Measurements | ASC 820 establishes a single authoritative definition of fair value, a framework for measuring fair value and expands disclosure of fair value measurements. ASC 820 requires financial assets and liabilities to be categorized based on the inputs used to calculate their fair values as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 - Unobservable inputs for the asset or liability, which reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). The Company’s financial instruments include cash and equivalents, short term investments consisting of bank certificates of deposit, accounts receivable and payable, derivative instruments, short-term borrowings, and accrued liabilities. The carrying amount of these instruments approximates fair value because of their short-term nature. |
Goodwill | The Company accounts for goodwill in accordance with ASC 350, “Intangibles – Goodwill and Other,” and tests goodwill for impairment annually, or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. This assessment involves the use of significant accounting judgments and estimates as to future operating results and discount rates. Changes in estimates or use of different assumptions could produce significantly different results. An impairment loss is generally recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit. The Company uses discounted cash flow analysis to estimate the fair value of our reporting units. The Company’s goodwill impairment analysis also includes a comparison of the aggregate estimated fair value of its reporting units to the Company’s total market capitalization. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Jun. 27, 2015 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of June 27, 2015 (in thousands): Level 1 Level 2 Level 3 Total Liabilities: Liability for contingent consideration (b) $ 0 $ 0 $ 4,343 $ 4,343 Total liabilities $ 0 $ 0 $ 4,343 $ 4,343 The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of June 28, 2014 (in thousands): Level 1 Level 2 Level 3 Total Assets: Certificates of deposit (c) $ 0 $ 14,220 $ 0 $ 14,220 Total assets $ 0 $ 14,220 $ 0 $ 14,220 Liabilities: Liability for contingent consideration (b) $ 0 $ 0 $ 4,414 $ 4,414 Total liabilities $ 0 $ 0 $ 4,414 $ 4,414 The following table presents our financial assets and liabilities at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of September 27, 2014: Level 1 Level 2 Level 3 Total Assets: Short-term investments (a) $ 9,990 $ 0 $ 0 $ 9,990 Total assets $ 9,990 $ 0 $ 0 $ 9,990 Liabilities: Liability for contingent consideration (b) $ 0 $ 0 $ 4,414 $ 4,414 Total liabilities $ 0 $ 0 $ 4,414 $ 4,414 (a) The fair value of short-term investments is based on quoted prices in active markets for identical assets. (b) The liability for contingent consideration relates to an earn-out for B2E, acquired in December 2012. The fair value of the contingent consideration arrangement is determined based on the Company’s evaluation as to the probability and amount of any earn-out that will be achieved based on expected future performance by the acquired entity. This is presented as part of long-term liabilities in our consolidated balance sheets. (c) The fair value of the Company’s time deposits is based on the most recent observable inputs for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable. These are presented as short term investments in the Company’s consolidated balance sheets. |
Summary of Changes in Fair Value of Level 3 Financial Instruments | The following table provides a summary of changes in fair value of our Level 3 financial instruments for the periods ended June 27, 2015 and June 28, 2014 (in thousands): Amount Balance as of September 27, 2014 $ 4,414 Changes in the fair value of contingent performance-based payments established at the time of acquisition (71 ) Balance as of June 27, 2015 $ 4,343 Amount Balance as of September 28, 2013 $ 4,165 Changes in the fair value of contingent performance-based payments established at the time of acquisition 249 Balance as of June 28, 2014 $ 4,414 |
Acquisitions and Investments 23
Acquisitions and Investments in Joint Ventures (Tables) | 9 Months Ended |
Jun. 27, 2015 | |
Business Combinations [Abstract] | |
Summary of Recording of Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the recording of the fair values of the assets acquired and liabilities assumed as of the acquisition date and subsequent adjustments: (In thousands) Amounts Previously Recognized as of Acquisition Date (1) Measurement Period Adjustments Amounts Recognized as of Acquisition Date (as Adjusted) Current assets, net of cash and cash equivalents acquired $ 6,650 $ 0 $ 6,650 Fixed assets 20 0 20 Goodwill 2,477 856 3,333 Intangible assets 12,306 (856 ) 11,450 Current liabilities (1,170 ) 0 (1,170 ) Net assets acquired, less cash and cash equivalents $ 20,283 $ 0 $ 20,283 (1) As previously reported in our Form 10-K for the period ended September 27, 2014. |
Inventories, Net (Tables)
Inventories, Net (Tables) | 9 Months Ended |
Jun. 27, 2015 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories, Net of Allowance for Obsolescence | Inventories, net of allowance for obsolescence, consist of the following (in thousands): June 27, 2015 June 28, 2014 September 27, 2014 Raw materials $ 98,293 $ 93,922 $ 93,678 Work in progress 16,624 17,592 13,397 Finished goods 216,668 240,337 207,818 Supplies 8,648 13,184 11,493 Total inventories, net $ 340,233 $ 365,035 $ 326,386 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 9 Months Ended |
Jun. 27, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Gross and Net Acquired Intangible Assets | The following table summarizes the components of gross and net acquired intangible assets: Gross Accumulated Impairment Net (in millions) June 27, 2015 Marketing-related intangible assets – amortizable $ 14.1 $ (10.4 ) $ 0 $ 3.7 Marketing-related intangible assets – nonamortizable 59.6 0 (16.9 ) 42.7 Total 73.7 (10.4 ) (16.9 ) 46.4 Customer-related intangible assets – amortizable 43.3 (21.8 ) 0 21.5 Other acquired intangible assets – amortizable 19.3 (10.0 ) 0 9.3 Other acquired intangible assets – nonamortizable 7.8 0 (1.2 ) 6.6 Total 27.1 (10.0 ) (1.2 ) 15.9 Total other intangible assets $ 144.1 $ (42.2 ) $ (18.1 ) $ 83.8 Gross Accumulated Impairment Net (in millions) June 28, 2014 Marketing-related intangible assets – amortizable $ 12.5 $ (9.6 ) $ 0 $ 2.9 Marketing-related intangible assets – nonamortizable 59.6 0 (16.9 ) 42.7 Total 72.1 (9.6 ) (16.9 ) 45.6 Customer-related intangible assets – amortizable 42.8 (19.6 ) 0 23.2 Other acquired intangible assets – amortizable 16.6 (8.5 ) 0 8.1 Other acquired intangible assets – nonamortizable 1.2 0 (1.2 ) 0 Total 17.8 (8.5 ) (1.2 ) 8.1 Total other intangible assets $ 132.7 $ (37.7 ) $ (18.1 ) $ 76.9 Gross Accumulated Impairment Net (in millions) September 27, 2014 Marketing-related intangible assets – amortizable $ 15.5 $ (9.9 ) $ 0 $ 5.6 Marketing-related intangible assets – nonamortizable 59.6 0 (16.9 ) 42.7 Total 75.1 (9.9 ) (16.9 ) 48.3 Customer-related intangible assets – amortizable 42.8 (20.2 ) 0 22.6 Other acquired intangible assets – amortizable 19.4 (8.8 ) 0 10.6 Other acquired intangible assets – nonamortizable 7.7 0 (1.2 ) 6.5 Total 27.1 (8.8 ) (1.2 ) 17.1 Total other intangible assets $ 145.0 $ (38.9 ) $ (18.1 ) $ 88.0 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Jun. 27, 2015 | |
Debt Disclosure [Abstract] | |
Components of Long-Term Debt | Long-term debt consists of the following: June 27, 2015 June 28, 2014 September 27, 2014 (in thousands) Senior subordinated notes, net of unamortized discount (1) $ 399,664 $ 449,500 $ 449,529 Asset-based revolving credit facility, interest at LIBOR plus a margin of 1.25% to 1.75% or Base Rate plus a margin of 0.25% to 0.75%, final maturity December 2018 0 0 0 Other notes payable 505 790 710 Total 400,169 450,290 450,239 Less current portion (290 ) (296 ) (291 ) Long-term portion $ 399,879 $ 449,994 $ 449,948 (1) Represents unamortized original issue discount of $336, $500 and $471 as of June 27, 2015, June 28, 2014 and September 27, 2014, respectively. |
Supplemental Equity Informati27
Supplemental Equity Information (Tables) | 9 Months Ended |
Jun. 27, 2015 | |
Equity [Abstract] | |
Summary of Changes in Carrying Amounts of Equity Attributable to Controlling Interest and Noncontrolling Interest | The following table provides a summary of the changes in the carrying amounts of equity attributable to controlling interest and noncontrolling interest for the nine months ended June 27, 2015 and June 28, 2014: Controlling Interest (in thousands) Common Stock Class A Class Stock Additional Retained Accumulated Total Noncontrolling Total Balance September 27, 2014 $ 124 $ 369 $ 16 $ 396,586 $ 86,396 $ 1,232 $ 484,723 $ 1,730 $ 486,453 Comprehensive income 36,340 (553 ) 35,787 1,070 36,857 Stock based compensation 4,513 4,513 4,513 Restricted share activity (1,200 ) (1,200 ) (1,200 ) Issuance of common stock 3 904 907 907 Repurchase of common stock (5 ) (12 ) (12,726 ) (2,380 ) (15,123 ) (15,123 ) Tax benefit on stock option exercise 685 685 685 Distribution to Noncontrolling interest (1,680 ) (1,680 ) Balance June 27, 2015 $ 119 $ 360 $ 16 $ 388,762 $ 120,356 $ 679 $ 510,292 $ 1,120 $ 511,412 Controlling Interest (in thousands) Common Stock Class A Class Stock Additional Retained Accumulated Total Noncontrolling Total Balance September 28, 2013 $ 122 $ 353 $ 16 $ 389,153 $ 77,592 $ 1,442 $ 468,678 $ 1,346 $ 470,024 Comprehensive income 12,874 426 13,300 1,137 14,437 Stock based compensation 3,734 3,734 3,734 Restricted share activity 1 9 3,940 3,950 3,950 Issuance of common stock 3 995 998 998 Tax benefit on stock option exercise 422 422 422 Distribution to Noncontrolling interest (633 ) (633 ) Balance June 28, 2014 $ 123 $ 365 $ 16 $ 398,244 $ 90,466 $ 1,868 $ 491,082 $ 1,850 $ 492,932 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Jun. 27, 2015 | |
Earnings Per Share [Abstract] | |
Numerators and Denominators in Basic and Diluted Per Share | The following is a reconciliation of the numerators and denominators of the basic and diluted per share computations for income from continuing operations. Three Months Ended Nine Months Ended Income Shares Per Share Income Shares Per Share (in thousands, except per share amounts) Basic EPS: Net income available to common shareholders $ 18,800 48,167 $ 0.39 $ 36,340 48,642 $ 0.75 Effect of dilutive securities: Options to purchase common stock 538 0.00 309 (0.01 ) Restricted shares 585 (0.01 ) 545 (0.01 ) Diluted EPS: Net income available to common shareholders $ 18,800 49,290 $ 0.38 $ 36,340 49,496 $ 0.73 Three Months Ended Nine Months Ended Income Shares Per Share Income Shares Per Share (in thousands, except per share amounts) Basic EPS: Net income available to common shareholders $ 4,687 49,148 $ 0.10 $ 12,874 48,732 $ 0.26 Effect of dilutive securities: Options to purchase common stock 154 0 35 0 Restricted shares 539 (0.01 ) 434 0 Diluted EPS: Net income available to common shareholders $ 4,687 49,841 $ 0.09 $ 12,874 49,201 $ 0.26 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Jun. 27, 2015 | |
Segment Reporting [Abstract] | |
Financial Information Relating to Company's Business Segments | These operating segments are Pet segment and Garden segment and are presented in the table below (in thousands). Three Months Ended Nine Months Ended June 27, June 28, June 27, June 28, Net sales: Pet segment $ 238,126 $ 227,082 $ 658,931 $ 628,431 Garden segment 221,320 210,905 605,437 601,688 Total net sales $ 459,446 $ 437,987 $ 1,264,368 $ 1,230,119 Income (loss) from operations: Pet segment 32,939 28,435 80,565 67,014 Garden segment 23,458 4,011 59,248 34,579 Corporate (17,404 ) (14,020 ) (49,711 ) (46,753 ) Total income from operations 38,993 18,426 90,102 54,840 Interest expense - net (8,971 ) (10,415 ) (31,261 ) (33,008 ) Other income 585 456 96 396 Income taxes 11,484 3,133 21,527 8,217 Income including noncontrolling interest 19,123 5,334 37,410 14,011 Net income attributable to noncontrolling interest 323 647 1,070 1,137 Net income attributable to Central Garden & Pet Company $ 18,800 $ 4,687 $ 36,340 $ 12,874 Depreciation and amortization: Pet segment $ 3,891 $ 4,483 $ 11,710 $ 12,853 Garden segment 1,465 1,721 4,514 5,126 Corporate 2,906 2,967 8,852 8,704 Total depreciation and amortization $ 8,262 $ 9,171 $ 25,076 $ 26,683 June 27, June 28, September 27, 2014 Assets: Pet segment $ 450,198 $ 444,740 $ 414,279 Garden segment 352,147 372,175 337,461 Corporate 356,876 349,023 396,987 Total assets $ 1,159,221 $ 1,165,938 $ 1,148,727 Goodwill (included in corporate assets above): Pet segment $ 209,089 $ 205,756 $ 208,233 |
Consolidating Condensed Finan30
Consolidating Condensed Financial Information of Guarantor Subsidiaries (Tables) | 9 Months Ended |
Jun. 27, 2015 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Consolidating Condensed Statement of Operations | CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Three Months Ended June 27, 2015 (in thousands) Parent Non- Guarantor 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 (0 ) 38,993 Interest expense (8,924 ) (52 ) (2 ) (0 ) (8,978 ) Interest income 6 1 0 0 7 Other income 318 0 267 (0 ) 585 Income (loss) before taxes and equity in earnings of affiliates (10,058 ) 3,380 37,285 (0 ) 30,607 Income tax expense (benefit) (3,982 ) 1,265 14,201 (0 ) 11,484 Equity in earnings of affiliates 24,876 0 1,780 (26,656 ) 0 Net income including noncontrolling interest 18,800 2,115 24,864 (26,656 ) 19,123 Net income attributable to noncontrolling interest 0 323 0 0 323 Net income attributable to Central Garden & Pet Company $ 18,800 $ 1,792 $ 24,864 $ (26,656 ) $ 18,800 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Three Months Ended June 28, 2014 (As Revised) (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated Net sales $ 124,433 $ 38,251 $ 300,652 $ (25,349 ) $ 437,987 Cost of goods sold and occupancy 109,833 31,182 201,249 (23,408 ) 318,856 Gross profit 14,600 7,069 99,403 (1,941 ) 119,131 Selling, general and administrative expenses 27,659 4,582 70,405 (1,941 ) 100,705 Income (loss) from operations (13,059 ) 2,487 28,998 0 18,426 Interest expense (10,390 ) (20 ) (19 ) 0 (10,429 ) Interest income 14 0 0 0 14 Other income 237 0 219 0 456 Income (loss) before taxes and equity in earnings of affiliates (23,198 ) 2,467 29,198 0 8,467 Income tax expense (benefit) (8,737 ) 862 11,008 0 3,133 Equity in earnings of affiliates 19,148 0 580 (19,728 ) 0 Net income including noncontrolling interest 4,687 1,605 18,770 (19,728 ) 5,334 Net income attributable to noncontrolling interest 0 647 0 0 647 Net income attributable to Central Garden & Pet Company $ 4,687 $ 958 $ 18,770 $ (19,728 ) $ 4,687 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Nine Months Ended June 27, 2015 (in thousands) Parent Non- Guarantor 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 (0 ) 90,102 Interest expense (31,226 ) (128 ) (3 ) (0 ) (31,357 ) Interest income 94 2 0 0 96 Other income (expense) (359 ) (0 ) 455 (0 ) 96 Income (loss) before taxes and equity in earnings of affiliates (37,114 ) 4,601 91,450 (0 ) 58,937 Income tax expense (benefit) (13,562 ) 1,773 33,316 (0 ) 21,527 Equity in earnings of affiliates 59,892 0 1,989 (61,881 ) 0 Net income including noncontrolling interest 36,340 2,828 60,123 (61,881 ) 37,410 Net income attributable to noncontrolling interest 0 1,070 0 0 1,070 Net income attributable to Central Garden & Pet Company $ 36,340 $ 1,758 $ 60,123 $ (61,881 ) $ 36,340 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Nine Months Ended June 28, 2014 (As Revised) (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated Net sales $ 356,715 $ 92,046 $ 844,334 $ (62,976 ) $ 1,230,119 Cost of goods sold and occupancy 287,782 72,843 581,614 (58,588 ) 883,651 Gross profit 68,933 19,203 262,720 (4,388 ) 346,468 Selling, general and administrative expenses 83,313 14,594 198,109 (4,388 ) 291,628 Income (loss) from operations (14,380 ) 4,609 64,611 0 54,840 Interest expense (32,956 ) (51 ) (44 ) 0 (33,051 ) Interest income 43 0 0 0 43 Other income 244 0 152 0 396 Income (loss) before taxes and equity in earnings of affiliates (47,049 ) 4,558 64,719 0 22,228 Income tax expense (benefit) (17,555 ) 1,773 23,999 0 8,217 Equity in earnings of affiliates 42,368 0 1,633 (44,001 ) 0 Net income including noncontrolling interest 12,874 2,785 42,353 (44,001 ) 14,011 Net income attributable to noncontrolling interest 0 1,137 0 0 1,137 Net income attributable to Central Garden & Pet Company $ 12,874 $ 1,648 $ 42,353 $ (44,001 ) $ 12,874 |
Consolidating Condensed Statements of Comprehensive Income (Loss) | CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended June 27, 2015 (in thousands) Parent Non-Guarantor 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 0 323 0 0 323 Comprehensive income attributable to Central Garden &Pet Company $ 19,415 $ 2,248 $ 24,888 $ (27,136 ) $ 19,415 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended June 28, 2014 (As Revised) (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated Net income $ 4,687 $ 1,605 $ 18,770 $ (19,728 ) $ 5,334 Other comprehensive income: Foreign currency translation 0 339 0 0 339 Total comprehensive income 4,687 1,944 18,770 (19,728 ) 5,673 Comprehensive income attributable to noncontrolling interests 0 647 0 0 647 Comprehensive income attributable to Central Garden &Pet Company $ 4,687 $ 1,297 $ 18,770 $ (19,728 ) $ 5,026 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Nine Months Ended June 27, 2015 (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated Net income $ 36,340 $ 2,828 $ 60,123 $ (61,881 ) $ 37,410 Other comprehensive income (loss): Unrealized loss on securities (10 ) 0 0 0 (10 ) Reclassification of realized loss on securities included in net income 20 0 0 0 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 0 1,070 0 0 1,070 Comprehensive income attributable to Central Garden &Pet Company $ 35,787 $ 1,514 $ 59,879 $ (61,393 ) $ 35,787 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Nine Months Ended June 28, 2014 (As Revised) (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated Net income $ 12,874 $ 2,785 $ 42,353 $ (44,001 ) $ 14,011 Other comprehensive income: Foreign currency translation 0 426 0 0 426 Total comprehensive income 12,874 3,211 42,353 (44,001 ) 14,437 Comprehensive income attributable to noncontrolling interests 0 1,137 0 0 1,137 Comprehensive income attributable to Central Garden &Pet Company $ 12,874 $ 2,074 $ 42,353 $ (44,001 ) $ 13,300 |
Consolidating Condensed Balance Sheet | CONSOLIDATING CONDENSED BALANCE SHEET June 27, 2015 (in thousands) Parent Non- Guarantor Guarantor Eliminations Consolidated ASSETS Cash and cash equivalents $ 30,640 $ 10,606 $ 2,595 $ 0 $ 43,841 Restricted cash 12,590 0 0 0 12,590 Accounts receivable, net 56,528 11,152 155,469 0 223,149 Inventories 86,211 14,409 239,613 0 340,233 Prepaid expenses and other 25,727 1,260 27,571 0 54,558 Total current assets 211,696 37,427 425,248 0 674,371 Land, buildings, improvements and equipment, net 54,176 3,540 105,253 0 162,969 Goodwill 0 0 209,089 0 209,089 Other long term assets 31,739 3,877 80,193 (3,017 ) 112,792 Intercompany receivable 36,989 0 386,955 (423,944 ) 0 Investment in subsidiaries 1,042,817 0 0 (1,042,817 ) 0 Total $ 1,377,417 $ 44,844 $ 1,206,738 $ (1,469,778 ) $ 1,159,221 LIABILITIES AND EQUITY Accounts payable $ 28,927 $ 6,501 $ 54,995 $ 0 $ 90,423 Accrued expenses 59,275 2,928 47,867 0 110,070 Current portion of long-term debt 260 0 30 0 290 Total current liabilities 88,462 9,429 102,892 0 200,783 Long-term debt 399,806 0 73 0 399,879 Intercompany payable 377,284 46,660 0 (423,944 ) 0 Losses in excess of investment in subsidiaries 0 0 12,324 (12,324 ) 0 Other long-term obligations 1,573 0 48,591 (3,017 ) 47,147 Total Central Garden & Pet shareholders’ equity 510,292 (12,365 ) 1,042,858 (1,030,493 ) 510,292 Noncontrolling interest 0 1,120 0 0 1,120 Total equity 510,292 (11,245 ) 1,042,858 (1,030,493 ) 511,412 Total $ 1,377,417 $ 44,844 $ 1,206,738 $ (1,469,778 ) $ 1,159,221 CONSOLIDATING CONDENSED BALANCE SHEET June 28, 2014 (As Revised) (in thousands) Parent Non- Guarantor Guarantor Eliminations Consolidated ASSETS Cash and cash equivalents $ 16,182 $ 12,863 $ 2,801 $ 0 $ 31,846 Short term investments 14,220 0 0 0 14,220 Accounts receivable, net 50,219 12,220 151,681 0 214,120 Inventories 87,570 18,551 258,914 0 365,035 Prepaid expenses and other 25,489 1,102 27,098 0 53,689 Total current assets 193,680 44,736 440,494 0 678,910 Land, buildings, improvements and equipment, net 71,940 3,512 102,208 0 177,660 Goodwill 0 0 205,756 0 205,756 Other long term assets 17,147 3,492 85,679 (2,706 ) 103,612 Intercompany receivable 38,865 0 287,318 (326,183 ) 0 Investment in subsidiaries 974,815 0 0 (974,815 ) 0 Total $ 1,296,447 $ 51,740 $ 1,121,455 $ (1,303,704 ) $ 1,165,938 LIABILITIES AND EQUITY Accounts payable $ 31,968 $ 7,765 $ 50,226 $ 0 $ 89,959 Accrued expenses 42,836 2,688 43,997 0 89,521 Current portion of long-term debt 266 0 30 0 296 Total current liabilities 75,070 10,453 94,253 0 179,776 Long-term debt 449,887 0 107 0 449,994 Intercompany payable 278,840 47,343 0 (326,183 ) Losses in excess of investment in subsidiaries 0 0 7,467 (7,467 ) 0 Other long-term obligations 1,568 0 44,374 (2,706 ) 43,236 Total Central Garden & Pet shareholders’ equity 491,082 (7,906 ) 975,254 (967,348 ) 491,082 Noncontrolling interest 0 1,850 0 0 1,850 Total equity 491,082 (6,056 ) 975,254 (967,348 ) 492,932 Total $ 1,296,447 $ 51,740 $ 1,121,455 $ (1,303,704 ) $ 1,165,938 CONSOLIDATING CONDENSED BALANCE SHEET September 27, 2014 (in thousands) Parent Non- Guarantor Guarantor 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 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 34,151 1,868 48,360 0 84,379 Current portion of long term debt 261 0 30 0 291 Total current liabilities 63,349 5,410 104,339 0 173,098 Long-term debt 449,855 0 93 0 449,948 Intercompany payable 323,314 45,015 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 Total Central Garden & Pet shareholders’ equity 484,724 (7,162 ) 982,980 (975,819 ) 484,723 Noncontrolling interest 0 1,730 0 0 1,730 Total equity 484,724 (5,432 ) 982,980 (975,819 ) 486,453 Total $ 1,322,878 $ 44,993 $ 1,143,692 $ (1,362,836 ) $ 1,148,727 |
Consolidating Condensed Statement of Cash Flows | CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Nine Months Ended June 27, 2015 (in thousands) Parent Non- Guarantor 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 ) (0 ) (18,160 ) Payments to acquire companies, net of cash acquired (16,000 ) 0 0 0 (16,000 ) Change in restricted cash and cash equivalents 1,693 (0 ) (0 ) (0 ) 1,693 Maturities of short term investments 9,997 0 0 0 9,997 Investment in short term investments (17 ) (0 ) (0 ) (0 ) (17 ) Other investing activities (489 ) (489 ) Intercompany investing activities (20,083 ) (0 ) (35,533 ) 55,616 (0 ) Net cash used by investing activities (26,943 ) (180 ) (51,469 ) 55,616 (22,976 ) Repayments on revolving line of credit (312,000 ) 0 0 0 (312,000 ) Borrowings on revolving line of credit 312,000 0 0 0 312,000 Repayments of long-term debt (50,196 ) (0 ) (20 ) (0 ) (50,216 ) Proceeds from issuance of common stock 2,148 0 0 0 2,148 Excess tax benefits from stock-based awards 685 0 0 0 685 Repurchase of common stock (19,021 ) (0 ) (0 ) (0 ) (19,021 ) Distribution to parent 0 (6,719 ) 0 6,719 0 Distribution to noncontrolling interest 0 (1,680 ) 0 0 (1,680 ) Intercompany financing activities 53,971 1,645 0 (55,616 ) 0 Net cash used by financing activities (12,413 ) (6,754 ) (20 ) (48,897 ) (68,084 ) Effect of exchange rates on cash (319 ) (128 ) 75 (0 ) (372 ) Net increase (decrease) in cash and cash equivalents (32,831 ) (2,200 ) 196 0 (34,835 ) Cash and cash equivalents at beginning of period 63,471 12,806 2,399 0 78,676 Cash and cash equivalents at end of period $ 30,640 $ 10,606 $ 2,595 $ 0 $ 43,841 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Nine Months Ended June 28, 2014 (As Revised) (in thousands) Parent Non-Guarantor Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ 2,881 $ 5,764 $ 62,740 $ (2,534 ) $ 68,851 Additions to property, plant and equipment (5,728 ) (1,482 ) (6,497 ) 0 (13,707 ) Proceeds from sale of property and equipment, net of expenses 0 0 5,171 0 5,171 Payments to acquire companies, net of cash acquired 0 0 (20,262 ) 0 (20,262 ) Maturities of short term investments 3,600 0 0 0 3,600 Intercompany investing activities (28,685 ) 0 (40,821 ) 69,506 0 Net cash used by investing activities (30,813 ) (1,482 ) (62,409 ) 69,506 (25,198 ) 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 (172 ) 0 (110 ) 0 (282 ) Proceeds from issuance of common stock 594 0 0 0 594 Excess tax benefits from stock-based awards 422 0 0 0 422 Repurchase of common stock (1,190 ) 0 0 0 (1,190 ) 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 64,582 4,924 0 (69,506 ) 0 Net cash provided (used) by financing activities 38,146 1,757 (110 ) (66,972 ) (27,179 ) Effect of exchange rates on cash 530 (179 ) (135 ) 0 216 Net increase in cash and cash equivalents 10,744 5,860 86 0 16,690 Cash and cash equivalents at beginning of period 5,438 7,003 2,715 0 15,156 Cash and cash equivalents at end of period $ 16,182 $ 12,863 $ 2,801 $ 0 $ 31,846 |
Schedule of Error Corrections for Consolidating Condensed Financial Statements to Present Results for Non-Guarantor Subsidiaries | 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 is shown in the following tables: CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Three Months Ended June 28, 2014 (in thousands) As previously reported Adjustments As revised Parent $ (10,448 ) $ (2,611 ) $ (13,059 ) Non-guarantor subsidiaries 0 2,487 2,487 Guarantor subsidiaries 28,874 124 28,998 Eliminations 0 0 0 Income (loss) from operations 18,426 0 18,426 Parent 4,687 0 4,687 Non-guarantor subsidiaries 0 958 958 Guarantor subsidiaries 19,869 (1,099 ) 18,770 Eliminations (19,869 ) 141 (19,728 ) Net income attributable to Central Garden & Pet Company $ 4,687 $ 0 $ 4,687 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Nine Months Ended June 28, 2014 (in thousands) As previously reported Adjustments As revised Parent $ (9,296 ) $ (5,084 ) $ (14,380 ) Non-guarantor subsidiaries 0 4,609 4,609 Guarantor subsidiaries 64,136 475 64,611 Eliminations 0 0 0 Income (loss) from operations 54,840 0 54,840 Parent 12,874 0 12,874 Non-guarantor subsidiaries 0 1,648 1,648 Guarantor subsidiaries 43,277 (924 ) 42,353 Eliminations (43,277 ) (724 ) (44,001 ) Net income attributable to Central Garden & Pet Company $ 12,874 $ 0 $ 12,874 CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME Three Months Ended June 28, 2014 (in thousands) As previously reported Adjustments As revised Parent $ (14,535 ) $ 19,222 $ 4,687 Non-guarantor subsidiaries 0 1,605 1,605 Guarantor subsidiaries 19,869 (1,099 ) 18,770 Eliminations 0 (19,728 ) (19,728 ) Net income (loss) 5,334 0 5,334 Parent (14,196 ) 18,883 4,687 Non-guarantor subsidiaries 0 1,944 1,944 Guarantor subsidiaries 19,869 (1,099 ) 18,770 Eliminations 0 (19,728 ) (19,728 ) Total comprehensive income (loss) 5,673 0 5,673 Parent (14,843 ) 19,530 4,687 Non-guarantor subsidiaries 0 1,297 1,297 Guarantor subsidiaries 19,869 (1,099 ) 18,770 Eliminations 0 (19,728 ) (19,728 ) Comprehensive income (loss) attributable to Central Garden & Pet Company $ 5,026 $ 0 $ 5,026 CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME Nine Months Ended June 28, 2014 (in thousands) As previously reported Adjustments As revised Parent $ (29,266 ) $ 42,140 $ 12,874 Non-guarantor subsidiaries 0 2,785 2,785 Guarantor subsidiaries 43,277 (924 ) 42,353 Eliminations 0 (44,001 ) (44,001 ) Net income (loss) 14,011 0 14,011 Parent (28,840 ) 41,714 12,874 Non-guarantor subsidiaries 0 3,211 3,211 Guarantor subsidiaries 43,277 (924 ) 42,353 Eliminations 0 (44,001 ) (44,001 ) Total comprehensive income (loss) 14,437 0 14,437 Parent (29,977 ) 42,851 12,874 Non-guarantor subsidiaries 0 2,074 2,074 Guarantor subsidiaries 43,277 (924 ) 42,353 Eliminations 0 (44,001 ) (44,001 ) Comprehensive income (loss) attributable to Central Garden & Pet Company $ 13,300 $ 0 $ 13,300 CONSOLIDATING CONDENSED BALANCE SHEET June 28, 2014 (in thousands) As previously reported Adjustments As revised Parent $ 240,108 $ (46,428 ) $ 193,680 Non-Guarantor subsidiaries 0 44,736 44,736 Guarantor subsidiaries 441,922 (1,428 ) 440,494 Eliminations (3,120 ) 3,120 0 Current assets 678,910 0 678,910 Parent 1,066,208 230,239 1,296,447 Non-Guarantor subsidiaries 0 51,740 51,740 Guarantor subsidiaries 796,926 324,529 1,121,455 Eliminations (697,196 ) (606,508 ) (1,303,704 ) Total assets $ 1,165,938 $ 0 $ 1,165,938 Parent $ 85,213 $ (10,143 ) $ 75,070 Non-Guarantor subsidiaries 0 10,453 10,453 Guarantor subsidiaries 97,683 (3,430 ) 94,253 Eliminations (3,120 ) 3,120 0 Current liabilities 179,776 0 179,776 Parent 492,932 (1,850 ) 491,082 Non-Guarantor subsidiaries 0 (6,056 ) (6,056 ) Guarantor subsidiaries 694,076 281,178 975,254 Eliminations (694,076 ) (273,272 ) (967,348 ) Total equity $ 492,932 $ 0 $ 492,932 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Nine Months Ended June 28, 2014 As previously reported Adjustments As revised Parent $ 47,393 $ (44,512 ) $ 2,881 Non-Guarantor subsidiaries 0 5,764 5,764 Guarantor subsidiaries 64,735 (1,995 ) 62,740 Eliminations (43,277 ) 40,743 (2,534 ) Net cash provided by (used in) operating activities 68,851 0 68,851 Parent (4,071 ) (26,742 ) (30,813 ) Non-Guarantor subsidiaries 0 (1,482 ) (1,482 ) Guarantor subsidiaries (64,404 ) 1,995 (62,409 ) Eliminations 43,277 26,229 69,506 Net cash provided by (used in) investing activities (25,198 ) 0 (25,198 ) Parent (27,069 ) 65,215 38,146 Non-Guarantor subsidiaries 0 1,757 1,757 Guarantor subsidiaries (110 ) 0 (110 ) Eliminations 0 (66,972 ) (66,972 ) Net cash provided by (used in) financing activities $ (27,179 ) $ 0 $ (27,179 ) |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - USD ($) | Jun. 27, 2015 | Jun. 28, 2014 |
Accounting Policies [Abstract] | ||
Noncontrolling interest owned by the subsidiary | 20.00% | |
Outstanding derivative instruments | $ 0 | $ 0 |
Deferred financing costs, net | $ 5,600,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 27, 2015 | Sep. 27, 2014 | Jun. 28, 2014 |
Assets: | |||
Total assets | $ 9,990 | $ 14,220 | |
Liabilities: | |||
Total liabilities | $ 4,343 | 4,414 | 4,414 |
Liability for Contingent Consideration [Member] | |||
Liabilities: | |||
Total liabilities | 4,343 | 4,414 | 4,414 |
Certificates of Deposit [Member] | |||
Assets: | |||
Total assets | 14,220 | ||
Short Term Investments [Member] | |||
Assets: | |||
Total assets | 9,990 | ||
Level 1 [Member] | |||
Assets: | |||
Total assets | 9,990 | 0 | |
Liabilities: | |||
Total liabilities | 0 | 0 | 0 |
Level 1 [Member] | Liability for Contingent Consideration [Member] | |||
Liabilities: | |||
Total liabilities | 0 | 0 | 0 |
Level 1 [Member] | Certificates of Deposit [Member] | |||
Assets: | |||
Total assets | 0 | ||
Level 1 [Member] | Short Term Investments [Member] | |||
Assets: | |||
Total assets | 9,990 | ||
Level 2 [Member] | |||
Assets: | |||
Total assets | 0 | 14,220 | |
Liabilities: | |||
Total liabilities | 0 | 0 | 0 |
Level 2 [Member] | Liability for Contingent Consideration [Member] | |||
Liabilities: | |||
Total liabilities | 0 | 0 | 0 |
Level 2 [Member] | Certificates of Deposit [Member] | |||
Assets: | |||
Total assets | 14,220 | ||
Level 2 [Member] | Short Term Investments [Member] | |||
Assets: | |||
Total assets | 0 | ||
Level 3 [Member] | |||
Assets: | |||
Total assets | 0 | 0 | |
Liabilities: | |||
Total liabilities | 4,343 | 4,414 | 4,414 |
Level 3 [Member] | Liability for Contingent Consideration [Member] | |||
Liabilities: | |||
Total liabilities | $ 4,343 | 4,414 | 4,414 |
Level 3 [Member] | Certificates of Deposit [Member] | |||
Assets: | |||
Total assets | $ 0 | ||
Level 3 [Member] | Short Term Investments [Member] | |||
Assets: | |||
Total assets | $ 0 |
Fair Value Measurements - Sum33
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Financial Instruments (Detail) - Level 3 [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 27, 2015 | Jun. 28, 2014 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 4,414 | $ 4,165 |
Changes in the fair value of contingent performance-based payments established at the time of acquisition | (71) | 249 |
Ending balance | $ 4,343 | $ 4,414 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 01, 2015 | Jan. 31, 2015 | Jun. 27, 2015 | Jun. 27, 2015 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 08, 2010 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Carrying value of senior subordinated notes | $ 400,169 | $ 400,169 | $ 450,239 | $ 450,290 | |||
Senior Subordinated Notes, Net of Unamortized Discount, Interest at 8.25%, Payable Semi-annually, Principal Due March 2018 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Debt, aggregate principal amount | $ 50,000 | $ 400,000 | $ 400,000 | 450,000 | 450,000 | ||
Debt, redemption of principal amount | $ 50,000 | $ 50,000 | |||||
Redemption date of senior notes | Mar. 1, 2018 | Mar. 1, 2015 | |||||
Debt redemption price percentage | 102.063% | 102.063% | |||||
Carrying value of senior subordinated notes | $ 399,664 | $ 399,664 | 449,529 | 449,500 | $ 400,000 | ||
Senior Subordinated Notes, Net of Unamortized Discount, Interest at 8.25%, Payable Semi-annually, Principal Due March 2018 [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Carrying value of senior subordinated notes | 399,700 | 399,700 | 449,500 | 449,500 | |||
Senior Subordinated Notes, Net of Unamortized Discount, Interest at 8.25%, Payable Semi-annually, Principal Due March 2018 [Member] | Level 1 [Member] | Portion at Fair Value, Fair Value Disclosure [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Estimated fair value of senior subordinated notes due 2018 | $ 406,000 | $ 406,000 | $ 459,500 | $ 469,100 |
Acquisitions and Investments 35
Acquisitions and Investments in Joint Ventures - Additional Information (Detail) $ in Thousands | Dec. 30, 2014USD ($)JointVenture | Jun. 27, 2015USD ($) | Sep. 27, 2014USD ($) | Jun. 28, 2014USD ($) | Apr. 01, 2014USD ($) |
Business Acquisition [Line Items] | |||||
Excess of purchase price included in goodwill | $ 209,089 | $ 208,233 | $ 205,756 | ||
Investment in joint ventures | $ 16,000 | ||||
Number of joint ventures | JointVenture | 2 | ||||
Two newly formed entities [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of equity interest in joint venture | 50.00% | ||||
Envincio, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Purchase of certain assets | $ 20,300 | ||||
Excess of purchase price included in goodwill | $ 3,333 |
Acquisitions and Investments 36
Acquisitions and Investments in Joint Ventures - Summary of Recording of Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Jun. 27, 2015 | Sep. 27, 2014 | Jun. 28, 2014 | Apr. 01, 2014 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 209,089 | $ 208,233 | $ 205,756 | |
Envincio, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Current assets, net of cash and cash equivalents acquired | $ 6,650 | |||
Fixed assets | 20 | |||
Goodwill | 3,333 | |||
Intangible assets | 11,450 | |||
Current liabilities | (1,170) | |||
Net assets acquired, less cash and cash equivalents | 20,283 | |||
As Previously Reported [Member] | Envincio, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Current assets, net of cash and cash equivalents acquired | 6,650 | |||
Fixed assets | 20 | |||
Goodwill | 2,477 | |||
Intangible assets | 12,306 | |||
Current liabilities | (1,170) | |||
Net assets acquired, less cash and cash equivalents | 20,283 | |||
Adjustments [Member] | Envincio, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Current assets, net of cash and cash equivalents acquired | 0 | |||
Fixed assets | 0 | |||
Goodwill | 856 | |||
Intangible assets | (856) | |||
Current liabilities | 0 | |||
Net assets acquired, less cash and cash equivalents | $ 0 |
Inventories, Net - Summary of I
Inventories, Net - Summary of Inventories, Net of Allowance for Obsolescence (Detail) - USD ($) $ in Thousands | Jun. 27, 2015 | Sep. 27, 2014 | Jun. 28, 2014 |
Inventory, Net [Abstract] | |||
Raw materials | $ 98,293 | $ 93,678 | $ 93,922 |
Work in progress | 16,624 | 13,397 | 17,592 |
Finished goods | 216,668 | 207,818 | 240,337 |
Supplies | 8,648 | 11,493 | 13,184 |
Total inventories, net | $ 340,233 | $ 326,386 | $ 365,035 |
Other Intangible Assets - Compo
Other Intangible Assets - Components of Gross and Net Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 27, 2015 | Sep. 27, 2014 | Jun. 28, 2014 |
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | $ 144,100 | $ 145,000 | $ 132,700 |
Accumulated Amortization | (42,200) | (38,900) | (37,700) |
Impairment | (18,100) | (18,100) | (18,100) |
Net Carrying Value | 83,841 | 87,997 | 76,923 |
Marketing-Related Intangible Assets [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 73,700 | 75,100 | 72,100 |
Accumulated Amortization | (10,400) | (9,900) | (9,600) |
Impairment | (16,900) | (16,900) | (16,900) |
Net Carrying Value | 46,400 | 48,300 | 45,600 |
Other Acquired Intangible Assets [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 27,100 | 27,100 | 17,800 |
Accumulated Amortization | (10,000) | (8,800) | (8,500) |
Impairment | (1,200) | (1,200) | (1,200) |
Net Carrying Value | 15,900 | 17,100 | 8,100 |
Amortizable [Member] | Marketing-Related Intangible Assets [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 14,100 | 15,500 | 12,500 |
Accumulated Amortization | (10,400) | (9,900) | (9,600) |
Impairment | 0 | 0 | 0 |
Net Carrying Value | 3,700 | 5,600 | 2,900 |
Amortizable [Member] | Customer-Related Intangible Assets [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 43,300 | 42,800 | 42,800 |
Accumulated Amortization | (21,800) | (20,200) | (19,600) |
Impairment | 0 | 0 | 0 |
Net Carrying Value | 21,500 | 22,600 | 23,200 |
Amortizable [Member] | Other Acquired Intangible Assets [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 19,300 | 19,400 | 16,600 |
Accumulated Amortization | (10,000) | (8,800) | (8,500) |
Impairment | 0 | 0 | 0 |
Net Carrying Value | 9,300 | 10,600 | 8,100 |
Nonamortizable [Member] | Marketing-Related Intangible Assets [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 59,600 | 59,600 | 59,600 |
Accumulated Amortization | 0 | 0 | 0 |
Impairment | (16,900) | (16,900) | (16,900) |
Net Carrying Value | 42,700 | 42,700 | 42,700 |
Nonamortizable [Member] | Other Acquired Intangible Assets [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 7,800 | 7,700 | 1,200 |
Accumulated Amortization | 0 | 0 | 0 |
Impairment | (1,200) | (1,200) | (1,200) |
Net Carrying Value | $ 6,600 | $ 6,500 | $ 0 |
Other Intangible Assets - Addit
Other Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 27, 2015 | Jun. 28, 2014 | Sep. 27, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Indefinite-lived intangibles assets, impairment charge | $ 0 | ||||
Amortization expense for intangibles | $ 1,400,000 | $ 1,000,000 | $ 3,300,000 | $ 3,000,000 | |
Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average remaining lives of acquired intangible assets | 1 year | ||||
Estimated annual amortization expense related to acquired intangible assets, 2015 | 4,000,000 | $ 4,000,000 | |||
Estimated annual amortization expense related to acquired intangible assets, 2016 | 4,000,000 | 4,000,000 | |||
Estimated annual amortization expense related to acquired intangible assets, 2017 | 4,000,000 | 4,000,000 | |||
Estimated annual amortization expense related to acquired intangible assets, 2018 | 4,000,000 | 4,000,000 | |||
Estimated annual amortization expense related to acquired intangible assets, 2019 | 4,000,000 | $ 4,000,000 | |||
Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average remaining lives of acquired intangible assets | 25 years | ||||
Estimated annual amortization expense related to acquired intangible assets, 2015 | 5,000,000 | $ 5,000,000 | |||
Estimated annual amortization expense related to acquired intangible assets, 2016 | 5,000,000 | 5,000,000 | |||
Estimated annual amortization expense related to acquired intangible assets, 2017 | 5,000,000 | 5,000,000 | |||
Estimated annual amortization expense related to acquired intangible assets, 2018 | 5,000,000 | 5,000,000 | |||
Estimated annual amortization expense related to acquired intangible assets, 2019 | $ 5,000,000 | $ 5,000,000 | |||
Marketing-Related Intangible Assets [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average remaining lives of acquired intangible assets | 8 years | ||||
Customer-Related Intangible Assets [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average remaining lives of acquired intangible assets | 15 years | ||||
Other Acquired Intangible Assets [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average remaining lives of acquired intangible assets | 14 years |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Detail) - USD ($) $ in Thousands | Jun. 27, 2015 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 08, 2010 |
Components of long-term debt | ||||
Total | $ 400,169 | $ 450,239 | $ 450,290 | |
Less current portion | (290) | (291) | (296) | |
Long-term portion | 399,879 | 449,948 | 449,994 | |
Senior Subordinated Notes, Net of Unamortized Discount, Interest at 8.25%, Payable Semi-annually, Principal Due March 2018 [Member] | ||||
Components of long-term debt | ||||
Total | 399,664 | 449,529 | 449,500 | $ 400,000 |
Asset-based Revolving Credit Facility, Interest at LIBOR Plus a Margin of 1.25% to 1.75% or Base Rate Plus a Margin of 0.25% to 0.75%, Final Maturity December 2018 [Member] | ||||
Components of long-term debt | ||||
Total | 0 | 0 | 0 | |
Other Notes Payable [Member] | ||||
Components of long-term debt | ||||
Total | $ 505 | $ 710 | $ 790 |
Long-Term Debt - Components o41
Long-Term Debt - Components of Long-Term Debt (Parenthetical) (Detail) - USD ($) $ in Thousands | 9 Months Ended | |||
Jun. 27, 2015 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 08, 2010 | |
Senior Subordinated Notes, Net of Unamortized Discount, Interest at 8.25%, Payable Semi-annually, Principal Due March 2018 [Member] | ||||
Components of long-term debt | ||||
Debt instrument interest rate stated, percentage | 8.25% | 8.25% | ||
Debt instrument maturity period | Mar. 1, 2018 | |||
Unamortized original issue discount | $ 336 | $ 471 | $ 500 | |
LIBOR-Based Borrowings [Member] | Asset-based Revolving Credit Facility, Interest at LIBOR Plus a Margin of 1.25% to 1.75% or Base Rate Plus a Margin of 0.25% to 0.75%, Final Maturity December 2018 [Member] | ||||
Components of long-term debt | ||||
Debt instrument maturity period | Dec. 31, 2018 | |||
Applicable interest margin rate on the credit facility | 1.25% | |||
Base Rate Borrowings [Member] | Asset-based Revolving Credit Facility, Interest at LIBOR Plus a Margin of 1.25% to 1.75% or Base Rate Plus a Margin of 0.25% to 0.75%, Final Maturity December 2018 [Member] | ||||
Components of long-term debt | ||||
Applicable interest margin rate on the credit facility | 0.25% | |||
Minimum [Member] | LIBOR-Based Borrowings [Member] | Asset-based Revolving Credit Facility, Interest at LIBOR Plus a Margin of 1.25% to 1.75% or Base Rate Plus a Margin of 0.25% to 0.75%, Final Maturity December 2018 [Member] | ||||
Components of long-term debt | ||||
Applicable interest margin rate on the credit facility | 1.25% | |||
Minimum [Member] | Base Rate Borrowings [Member] | Asset-based Revolving Credit Facility, Interest at LIBOR Plus a Margin of 1.25% to 1.75% or Base Rate Plus a Margin of 0.25% to 0.75%, Final Maturity December 2018 [Member] | ||||
Components of long-term debt | ||||
Applicable interest margin rate on the credit facility | 0.25% | |||
Maximum [Member] | LIBOR-Based Borrowings [Member] | Asset-based Revolving Credit Facility, Interest at LIBOR Plus a Margin of 1.25% to 1.75% or Base Rate Plus a Margin of 0.25% to 0.75%, Final Maturity December 2018 [Member] | ||||
Components of long-term debt | ||||
Applicable interest margin rate on the credit facility | 1.75% | |||
Maximum [Member] | Base Rate Borrowings [Member] | Asset-based Revolving Credit Facility, Interest at LIBOR Plus a Margin of 1.25% to 1.75% or Base Rate Plus a Margin of 0.25% to 0.75%, Final Maturity December 2018 [Member] | ||||
Components of long-term debt | ||||
Applicable interest margin rate on the credit facility | 0.75% |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | Mar. 01, 2015 | Feb. 13, 2012 | Jan. 31, 2015 | Jun. 27, 2015 | Mar. 28, 2015 | Dec. 28, 2013 | Jun. 27, 2015 | Jun. 28, 2014 | Sep. 27, 2014 | Dec. 05, 2013 | Mar. 08, 2010 |
Components of long-term debt | |||||||||||
Debt, aggregate principal amount | $ 400,169,000 | $ 400,169,000 | $ 450,290,000 | $ 450,239,000 | |||||||
Non-cash charge | 537,000 | 1,731,000 | |||||||||
Asset-based Revolving Credit Facility [Member] | |||||||||||
Components of long-term debt | |||||||||||
Non-cash charge | $ 1,700,000 | ||||||||||
Asset-based Revolving Credit Facility, Interest at LIBOR Plus a Margin of 1.25% to 1.75% or Base Rate Plus a Margin of 0.25% to 0.75%, Final Maturity December 2018 [Member] | |||||||||||
Components of long-term debt | |||||||||||
Debt, aggregate principal amount | 0 | $ 0 | 0 | 0 | |||||||
Credit facility, additional borrowings available | $ 200,000,000 | ||||||||||
Credit facility, maturity date | Dec. 5, 2018 | ||||||||||
Borrowings outstanding | 0 | $ 0 | |||||||||
Letters of credit outstanding | 0 | 0 | |||||||||
Other letters of credit outstanding | 7,200,000 | $ 7,200,000 | |||||||||
Debt interest terms | Borrowings under the Credit Facility bear interest at an index based on LIBOR or, at the option of the Company, the Base Rate (defined as the highest of (a) the SunTrust prime rate, (b) the Federal Funds Rate plus 0.5% and (c) one-month LIBOR plus 1.00%), plus, in either case, an applicable margin based on the Company’s total outstanding borrowings. Such applicable margin for LIBOR-based borrowings fluctuates between 1.25%-1.75% (and was 1.25% at June 27, 2015) and such applicable margin for Base Rate borrowings fluctuates between 0.25%-0.75% (and was 0.25% at June 27, 2015). | ||||||||||
Borrowing availability | $ 384,000,000 | $ 384,000,000 | |||||||||
Credit facility, base rate computation, option third description | One-month LIBOR plus 1.00%), plus, in either case, an applicable margin based on the Company's total outstanding borrowings. | ||||||||||
Credit facility, base rate computation, option first description | SunTrust prime rate | ||||||||||
Credit facility, base rate computation, option second description | Federal Funds Rate plus 0.5% | ||||||||||
Credit facility, base rate computation, option second description, basis spread percentage | 0.50% | 0.50% | |||||||||
Credit facility, basis percentage for calculation of variable rate spread | 1.00% | 1.00% | |||||||||
Debt instrument fixed charge coverage ratio | 1 | 1 | |||||||||
Debt issuance cost | $ 3,100,000 | ||||||||||
Asset-based Revolving Credit Facility, Interest at LIBOR Plus a Margin of 1.25% to 1.75% or Base Rate Plus a Margin of 0.25% to 0.75%, Final Maturity December 2018 [Member] | Base Rate Borrowings [Member] | |||||||||||
Components of long-term debt | |||||||||||
Applicable interest margin rate on the credit facility | 0.25% | ||||||||||
Applicable interest rate on the credit facility | 3.50% | 3.50% | |||||||||
Asset-based Revolving Credit Facility, Interest at LIBOR Plus a Margin of 1.25% to 1.75% or Base Rate Plus a Margin of 0.25% to 0.75%, Final Maturity December 2018 [Member] | LIBOR-Based Borrowings [Member] | |||||||||||
Components of long-term debt | |||||||||||
Senior subordinated notes due date | Dec. 31, 2018 | ||||||||||
Applicable interest margin rate on the credit facility | 1.25% | ||||||||||
Applicable interest rate on the credit facility | 1.40% | 1.40% | |||||||||
Asset-based Revolving Credit Facility, Interest at LIBOR Plus a Margin of 1.25% to 1.75% or Base Rate Plus a Margin of 0.25% to 0.75%, Final Maturity December 2018 [Member] | Minimum [Member] | Base Rate Borrowings [Member] | |||||||||||
Components of long-term debt | |||||||||||
Applicable interest margin rate on the credit facility | 0.25% | ||||||||||
Asset-based Revolving Credit Facility, Interest at LIBOR Plus a Margin of 1.25% to 1.75% or Base Rate Plus a Margin of 0.25% to 0.75%, Final Maturity December 2018 [Member] | Minimum [Member] | LIBOR-Based Borrowings [Member] | |||||||||||
Components of long-term debt | |||||||||||
Applicable interest margin rate on the credit facility | 1.25% | ||||||||||
Asset-based Revolving Credit Facility, Interest at LIBOR Plus a Margin of 1.25% to 1.75% or Base Rate Plus a Margin of 0.25% to 0.75%, Final Maturity December 2018 [Member] | Maximum [Member] | Base Rate Borrowings [Member] | |||||||||||
Components of long-term debt | |||||||||||
Applicable interest margin rate on the credit facility | 0.75% | ||||||||||
Asset-based Revolving Credit Facility, Interest at LIBOR Plus a Margin of 1.25% to 1.75% or Base Rate Plus a Margin of 0.25% to 0.75%, Final Maturity December 2018 [Member] | Maximum [Member] | LIBOR-Based Borrowings [Member] | |||||||||||
Components of long-term debt | |||||||||||
Applicable interest margin rate on the credit facility | 1.75% | ||||||||||
Asset-based Revolving Credit Facility, Interest at LIBOR Plus a Margin of 1.25% to 1.75% or Base Rate Plus a Margin of 0.25% to 0.75%, Final Maturity December 2018 [Member] | Asset-based Revolving Credit Facility [Member] | |||||||||||
Components of long-term debt | |||||||||||
Credit facility, maximum principal amount | $ 390,000,000 | ||||||||||
Senior Subordinated Notes, Net of Unamortized Discount, Interest at 8.25%, Payable Semi-annually, Principal Due March 2018 [Member] | |||||||||||
Components of long-term debt | |||||||||||
Debt, aggregate principal amount | $ 399,664,000 | $ 399,664,000 | $ 449,500,000 | $ 449,529,000 | $ 400,000,000 | ||||||
Debt instrument interest rate stated, percentage | 8.25% | 8.25% | 8.25% | ||||||||
Senior subordinated notes due date | Mar. 1, 2018 | ||||||||||
Notes issue price percentage | 98.501% | ||||||||||
Debt, redemption of principal amount | $ 50,000,000 | $ 50,000,000 | |||||||||
Redemption date of senior subordinated notes | Mar. 1, 2018 | Mar. 1, 2015 | |||||||||
Debt redemption price percentage | 102.063% | 102.063% | |||||||||
Charge recognized during debt redemption | $ 1,600,000 | ||||||||||
Debt redemption terms | The Company may redeem some or all of the remaining 2018 Notes at any time after March 1, 2015 for 102.063% and on or after March 1, 2016 for 100%, plus accrued and unpaid interest. | ||||||||||
Senior Subordinated Notes, Net of Unamortized Discount, Interest at 8.25%, Payable Semi-annually, Principal Due March 2018 [Member] | March 2015 [Member] | |||||||||||
Components of long-term debt | |||||||||||
Debt redemption price percentage | 102.063% | ||||||||||
Senior Subordinated Notes, Net of Unamortized Discount, Interest at 8.25%, Payable Semi-annually, Principal Due March 2018 [Member] | March 2016 [Member] | |||||||||||
Components of long-term debt | |||||||||||
Debt redemption price percentage | 100.00% | ||||||||||
Senior Subordinated Notes, Net of Unamortized Discount, Interest at 8.25%, Payable Semi-annually, Principal Due March 2018 [Member] | Upon Change Of Control [Member] | |||||||||||
Components of long-term debt | |||||||||||
Debt redemption price percentage | 101.00% | ||||||||||
Senior Subordinated Notes, Net of Unamortized Discount, Interest at 8.25%, Payable Semi-annually, Principal Due March 2018 [Member] | Revolving Credit Facility, Interest at Alternate Base Rate Plus a Margin of 0.75% to 1.75%, or LIBOR Plus a Margin of 1.75% to 2.75%, Final Maturity June 2016 [Member] | |||||||||||
Components of long-term debt | |||||||||||
Additional issuance amount on senior notes | $ 50,000,000 | ||||||||||
Issuance price of additional senior subordinated notes | 2018 Notes at a price of 98.501%, plus accrued interest from September 1, 2011, in a private placement. |
Supplemental Equity Informati43
Supplemental Equity Information - Summary of Changes in Carrying Amounts of Equity Attributable to Controlling Interest and Noncontrolling Interest (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 27, 2015 | Jun. 28, 2014 | |
Class of Stock [Line Items] | ||||
Beginning balance | $ 486,453 | $ 470,024 | ||
Comprehensive income | $ 19,738 | $ 5,673 | 36,857 | 14,437 |
Stock based compensation | 4,513 | 3,734 | ||
Restricted share activity | (1,200) | 3,950 | ||
Issuance of common stock | 907 | 998 | ||
Repurchase of common stock | (15,123) | |||
Tax benefit on stock option exercise | 685 | 422 | ||
Distribution to Noncontrolling interest | (1,680) | (633) | ||
Ending balance | 511,412 | 492,932 | 511,412 | 492,932 |
Additional Paid In Capital [Member] | ||||
Class of Stock [Line Items] | ||||
Beginning balance | 396,586 | 389,153 | ||
Stock based compensation | 4,513 | 3,734 | ||
Restricted share activity | (1,200) | 3,940 | ||
Issuance of common stock | 904 | 995 | ||
Repurchase of common stock | (12,726) | |||
Tax benefit on stock option exercise | 685 | 422 | ||
Ending balance | 388,762 | 398,244 | 388,762 | 398,244 |
Retained Earnings [Member] | ||||
Class of Stock [Line Items] | ||||
Beginning balance | 86,396 | 77,592 | ||
Comprehensive income | 36,340 | 12,874 | ||
Repurchase of common stock | (2,380) | |||
Ending balance | 120,356 | 90,466 | 120,356 | 90,466 |
Accumulated Other Comprehensive Income [Member] | ||||
Class of Stock [Line Items] | ||||
Beginning balance | 1,232 | 1,442 | ||
Comprehensive income | (553) | 426 | ||
Ending balance | 679 | 1,868 | 679 | 1,868 |
Total [Member] | ||||
Class of Stock [Line Items] | ||||
Beginning balance | 484,723 | 468,678 | ||
Comprehensive income | 35,787 | 13,300 | ||
Stock based compensation | 4,513 | 3,734 | ||
Restricted share activity | (1,200) | 3,950 | ||
Issuance of common stock | 907 | 998 | ||
Repurchase of common stock | (15,123) | |||
Tax benefit on stock option exercise | 685 | 422 | ||
Ending balance | 510,292 | 491,082 | 510,292 | 491,082 |
Noncontrolling Interest [Member] | ||||
Class of Stock [Line Items] | ||||
Beginning balance | 1,730 | 1,346 | ||
Comprehensive income | 1,070 | 1,137 | ||
Distribution to Noncontrolling interest | (1,680) | (633) | ||
Ending balance | 1,120 | 1,850 | 1,120 | 1,850 |
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Beginning balance | 124 | 122 | ||
Restricted share activity | 1 | |||
Repurchase of common stock | (5) | |||
Ending balance | 119 | 123 | 119 | 123 |
Class A Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Beginning balance | 369 | 353 | ||
Restricted share activity | 9 | |||
Issuance of common stock | 3 | 3 | ||
Repurchase of common stock | (12) | |||
Ending balance | 360 | 365 | 360 | 365 |
Class B Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Beginning balance | 16 | 16 | ||
Ending balance | $ 16 | $ 16 | $ 16 | $ 16 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Jun. 27, 2015 | Jun. 28, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Tax benefit associated with share-based compensation expense | $ 2.1 | $ 2.3 |
Selling, General and Administrative Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 6 | $ 6.4 |
Earnings Per Share - Numerators
Earnings Per Share - Numerators and Denominators in Basic and Diluted Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 27, 2015 | Jun. 28, 2014 | |
Earnings Per Share [Abstract] | ||||
Net income available to common shareholders basic, Income | $ 18,800 | $ 4,687 | $ 36,340 | $ 12,874 |
Net income available to common shareholders diluted, Income | $ 18,800 | $ 4,687 | $ 36,340 | $ 12,874 |
Net income available to common shareholders basic, Shares | 48,167 | 49,148 | 48,642 | 48,732 |
Options to purchase common stock, Shares | 538 | 154 | 309 | 35 |
Restricted shares, Shares | 585 | 539 | 545 | 434 |
Net income available to common shareholders diluted, Shares | 49,290 | 49,841 | 49,496 | 49,201 |
Net income available to common shareholders basic, Per Share | $ 0.39 | $ 0.10 | $ 0.75 | $ 0.26 |
Options to purchase common stock, Per Share | 0 | 0 | (0.01) | 0 |
Restricted shares, Per Share | (0.01) | (0.01) | (0.01) | 0 |
Net income available to common shareholders diluted, Per Share | $ 0.38 | $ 0.09 | $ 0.73 | $ 0.26 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - Stock Options [Member] - $ / shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 27, 2015 | Jun. 28, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common stock outstanding, included in computation of diluted earnings per share | 7.4 | 11.2 | 7.4 | 11.2 |
Common stock outstanding, not included in computation of diluted earnings per share | 3.2 | 9.5 | 4.8 | 10.3 |
Minimum [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding options to purchase common stock | $ 6.43 | $ 6.43 | ||
Maximum [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding options to purchase common stock | $ 15 | $ 16.23 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 9 Months Ended |
Jun. 27, 2015Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segment Information - Financial
Segment Information - Financial Information Relating to Company's Business Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 27, 2015 | Jun. 28, 2014 | Sep. 27, 2014 | |
Net sales: | |||||
Net sales | $ 459,446 | $ 437,987 | $ 1,264,368 | $ 1,230,119 | |
Income (loss) from operations: | |||||
Income (loss) from operations | 38,993 | 18,426 | 90,102 | 54,840 | |
Interest expense - net | (8,971) | (10,415) | (31,261) | (33,008) | |
Other income | 585 | 456 | 96 | 396 | |
Income taxes | 11,484 | 3,133 | 21,527 | 8,217 | |
Income including noncontrolling interest | 19,123 | 5,334 | 37,410 | 14,011 | |
Net income attributable to noncontrolling interest | 323 | 647 | 1,070 | 1,137 | |
Net income attributable to Central Garden & Pet Company | 18,800 | 4,687 | 36,340 | 12,874 | |
Depreciation and amortization: | |||||
Total depreciation and amortization | 8,262 | 9,171 | 25,076 | 26,683 | |
Assets: | |||||
Total assets | 1,159,221 | 1,165,938 | 1,159,221 | 1,165,938 | $ 1,148,727 |
Goodwill (included in corporate assets above): | |||||
Goodwill | 209,089 | 205,756 | 209,089 | 205,756 | 208,233 |
Operating Segments [Member] | Pet Segment [Member] | |||||
Net sales: | |||||
Net sales | 238,126 | 227,082 | 658,931 | 628,431 | |
Income (loss) from operations: | |||||
Income (loss) from operations | 32,939 | 28,435 | 80,565 | 67,014 | |
Depreciation and amortization: | |||||
Total depreciation and amortization | 3,891 | 4,483 | 11,710 | 12,853 | |
Assets: | |||||
Total assets | 450,198 | 444,740 | 450,198 | 444,740 | 414,279 |
Goodwill (included in corporate assets above): | |||||
Goodwill | 209,089 | 205,756 | 209,089 | 205,756 | 208,233 |
Operating Segments [Member] | Garden Segment [Member] | |||||
Net sales: | |||||
Net sales | 221,320 | 210,905 | 605,437 | 601,688 | |
Income (loss) from operations: | |||||
Income (loss) from operations | 23,458 | 4,011 | 59,248 | 34,579 | |
Depreciation and amortization: | |||||
Total depreciation and amortization | 1,465 | 1,721 | 4,514 | 5,126 | |
Assets: | |||||
Total assets | 352,147 | 372,175 | 352,147 | 372,175 | 337,461 |
Corporate [Member] | |||||
Income (loss) from operations: | |||||
Income (loss) from operations | (17,404) | (14,020) | (49,711) | (46,753) | |
Depreciation and amortization: | |||||
Total depreciation and amortization | 2,906 | 2,967 | 8,852 | 8,704 | |
Assets: | |||||
Total assets | $ 356,876 | $ 349,023 | $ 356,876 | $ 349,023 | $ 396,987 |
Consolidating Condensed Finan49
Consolidating Condensed Financial Information of Guarantor Subsidiaries - Additional Information (Detail) | 9 Months Ended |
Jun. 27, 2015 | |
Guarantor Subsidiaries [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Collective ownership percentage on guarantor subsidiaries | 100.00% |
Consolidating Condensed Stateme
Consolidating Condensed Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 27, 2015 | Jun. 28, 2014 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | $ 459,446 | $ 437,987 | $ 1,264,368 | $ 1,230,119 |
Cost of goods sold and occupancy | 317,409 | 318,856 | 884,288 | 883,651 |
Gross profit | 142,037 | 119,131 | 380,080 | 346,468 |
Selling, general and administrative expenses | 103,044 | 100,705 | 289,978 | 291,628 |
Income (loss) from operations | 38,993 | 18,426 | 90,102 | 54,840 |
Interest expense | (8,978) | (10,429) | (31,357) | (33,051) |
Interest income | 7 | 14 | 96 | 43 |
Other income (expense) | 585 | 456 | 96 | 396 |
Income (loss) before taxes and equity in earnings of affiliates | 30,607 | 8,467 | 58,937 | 22,228 |
Income tax expense (benefit) | 11,484 | 3,133 | 21,527 | 8,217 |
Equity in earnings of affiliates | 0 | 0 | 0 | 0 |
Income including noncontrolling interest | 19,123 | 5,334 | 37,410 | 14,011 |
Net income attributable to noncontrolling interest | 323 | 647 | 1,070 | 1,137 |
Net income attributable to Central Garden & Pet Company | 18,800 | 4,687 | 36,340 | 12,874 |
Parent [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 133,886 | 124,433 | 380,862 | 356,715 |
Cost of goods sold and occupancy | 104,121 | 109,833 | 296,568 | 287,782 |
Gross profit | 29,765 | 14,600 | 84,294 | 68,933 |
Selling, general and administrative expenses | 31,223 | 27,659 | 89,917 | 83,313 |
Income (loss) from operations | (1,458) | (13,059) | (5,623) | (14,380) |
Interest expense | (8,924) | (10,390) | (31,226) | (32,956) |
Interest income | 6 | 14 | 94 | 43 |
Other income (expense) | 318 | 237 | (359) | 244 |
Income (loss) before taxes and equity in earnings of affiliates | (10,058) | (23,198) | (37,114) | (47,049) |
Income tax expense (benefit) | (3,982) | (8,737) | (13,562) | (17,555) |
Equity in earnings of affiliates | 24,876 | 19,148 | 59,892 | 42,368 |
Income including noncontrolling interest | 18,800 | 4,687 | 36,340 | 12,874 |
Net income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Net income attributable to Central Garden & Pet Company | 18,800 | 4,687 | 36,340 | 12,874 |
Non-Guarantor Subsidiaries [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 31,291 | 38,251 | 86,048 | 92,046 |
Cost of goods sold and occupancy | 22,399 | 31,182 | 66,522 | 72,843 |
Gross profit | 8,892 | 7,069 | 19,526 | 19,203 |
Selling, general and administrative expenses | 5,461 | 4,582 | 14,799 | 14,594 |
Income (loss) from operations | 3,431 | 2,487 | 4,727 | 4,609 |
Interest expense | (52) | (20) | (128) | (51) |
Interest income | 1 | 0 | 2 | 0 |
Other income (expense) | 0 | 0 | 0 | 0 |
Income (loss) before taxes and equity in earnings of affiliates | 3,380 | 2,467 | 4,601 | 4,558 |
Income tax expense (benefit) | 1,265 | 862 | 1,773 | 1,773 |
Equity in earnings of affiliates | 0 | 0 | 0 | 0 |
Income including noncontrolling interest | 2,115 | 1,605 | 2,828 | 2,785 |
Net income attributable to noncontrolling interest | 323 | 647 | 1,070 | 1,137 |
Net income attributable to Central Garden & Pet Company | 1,792 | 958 | 1,758 | 1,648 |
Guarantor Subsidiaries [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 319,470 | 300,652 | 865,589 | 844,334 |
Cost of goods sold and occupancy | 214,110 | 201,249 | 584,604 | 581,614 |
Gross profit | 105,360 | 99,403 | 280,985 | 262,720 |
Selling, general and administrative expenses | 68,340 | 70,405 | 189,987 | 198,109 |
Income (loss) from operations | 37,020 | 28,998 | 90,998 | 64,611 |
Interest expense | (2) | (19) | (3) | (44) |
Interest income | 0 | 0 | 0 | 0 |
Other income (expense) | 267 | 219 | 455 | 152 |
Income (loss) before taxes and equity in earnings of affiliates | 37,285 | 29,198 | 91,450 | 64,719 |
Income tax expense (benefit) | 14,201 | 11,008 | 33,316 | 23,999 |
Equity in earnings of affiliates | 1,780 | 580 | 1,989 | 1,633 |
Income including noncontrolling interest | 24,864 | 18,770 | 60,123 | 42,353 |
Net income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Net income attributable to Central Garden & Pet Company | 24,864 | 18,770 | 60,123 | 42,353 |
Eliminations [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | (25,201) | (25,349) | (68,131) | (62,976) |
Cost of goods sold and occupancy | (23,221) | (23,408) | (63,406) | (58,588) |
Gross profit | (1,980) | (1,941) | (4,725) | (4,388) |
Selling, general and administrative expenses | (1,980) | (1,941) | (4,725) | (4,388) |
Income (loss) from operations | 0 | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 | 0 |
Interest income | 0 | 0 | 0 | 0 |
Other income (expense) | 0 | 0 | 0 | 0 |
Income (loss) before taxes and equity in earnings of affiliates | 0 | 0 | 0 | 0 |
Income tax expense (benefit) | 0 | 0 | 0 | 0 |
Equity in earnings of affiliates | (26,656) | (19,728) | (61,881) | (44,001) |
Income including noncontrolling interest | (26,656) | (19,728) | (61,881) | (44,001) |
Net income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Net income attributable to Central Garden & Pet Company | $ (26,656) | $ (19,728) | $ (61,881) | $ (44,001) |
Consolidating Condensed State51
Consolidating Condensed Statements of Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 27, 2015 | Jun. 28, 2014 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | $ 19,123 | $ 5,334 | $ 37,410 | $ 14,011 |
Other comprehensive income (loss): | ||||
Unrealized loss on securities | 0 | 0 | (10) | 0 |
Reclassification of realized loss on securities included in net income | 0 | 0 | 20 | 0 |
Foreign currency translation | 615 | 339 | (563) | 426 |
Total comprehensive income | 19,738 | 5,673 | 36,857 | 14,437 |
Comprehensive income attributable to noncontrolling interests | 323 | 647 | 1,070 | 1,137 |
Comprehensive income attributable to Central Garden &Pet Company | 19,415 | 5,026 | 35,787 | 13,300 |
Parent [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | 18,800 | 4,687 | 36,340 | 12,874 |
Other comprehensive income (loss): | ||||
Unrealized loss on securities | (10) | |||
Reclassification of realized loss on securities included in net income | 20 | |||
Foreign currency translation | 615 | 0 | (563) | 0 |
Total comprehensive income | 19,415 | 4,687 | 35,787 | 12,874 |
Comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Central Garden &Pet Company | 19,415 | 4,687 | 35,787 | 12,874 |
Non-Guarantor Subsidiaries [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | 2,115 | 1,605 | 2,828 | 2,785 |
Other comprehensive income (loss): | ||||
Unrealized loss on securities | 0 | |||
Reclassification of realized loss on securities included in net income | 0 | |||
Foreign currency translation | 456 | 339 | (244) | 426 |
Total comprehensive income | 2,571 | 1,944 | 2,584 | 3,211 |
Comprehensive income attributable to noncontrolling interests | 323 | 647 | 1,070 | 1,137 |
Comprehensive income attributable to Central Garden &Pet Company | 2,248 | 1,297 | 1,514 | 2,074 |
Guarantor Subsidiaries [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | 24,864 | 18,770 | 60,123 | 42,353 |
Other comprehensive income (loss): | ||||
Unrealized loss on securities | 0 | |||
Reclassification of realized loss on securities included in net income | 0 | |||
Foreign currency translation | 24 | 0 | (244) | 0 |
Total comprehensive income | 24,888 | 18,770 | 59,879 | 42,353 |
Comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Central Garden &Pet Company | 24,888 | 18,770 | 59,879 | 42,353 |
Eliminations [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | (26,656) | (19,728) | (61,881) | (44,001) |
Other comprehensive income (loss): | ||||
Unrealized loss on securities | 0 | |||
Reclassification of realized loss on securities included in net income | 0 | |||
Foreign currency translation | (480) | 0 | 488 | 0 |
Total comprehensive income | (27,136) | (19,728) | (61,393) | (44,001) |
Comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Central Garden &Pet Company | $ (27,136) | $ (19,728) | $ (61,393) | $ (44,001) |
Consolidating Condensed Balance
Consolidating Condensed Balance Sheet (Detail) - USD ($) $ in Thousands | Jun. 27, 2015 | Sep. 27, 2014 | Jun. 28, 2014 | Sep. 28, 2013 |
ASSETS | ||||
Cash and cash equivalents | $ 43,841 | $ 78,676 | $ 31,846 | $ 15,156 |
Restricted cash | 12,590 | 14,283 | 0 | |
Short term investments | 0 | 9,990 | 14,220 | |
Accounts receivable, net | 223,149 | 193,729 | 214,120 | |
Inventories | 340,233 | 326,386 | 365,035 | |
Prepaid expenses and other | 54,558 | 48,488 | 53,689 | |
Total current assets | 674,371 | 671,552 | 678,910 | |
Land, buildings, improvements and equipment, net | 162,969 | 166,849 | 177,660 | |
Goodwill | 209,089 | 208,233 | 205,756 | |
Other long term assets | 112,792 | 102,093 | 103,612 | |
Intercompany receivable | 0 | 0 | 0 | |
Investment in subsidiaries | 0 | 0 | 0 | |
Total | 1,159,221 | 1,148,727 | 1,165,938 | |
LIABILITIES AND EQUITY | ||||
Accounts payable | 90,423 | 88,428 | 89,959 | |
Accrued expenses | 110,070 | 84,379 | 89,521 | |
Current portion of long term debt | 290 | 291 | 296 | |
Total current liabilities | 200,783 | 173,098 | 179,776 | |
Long-term debt | 399,879 | 449,948 | 449,994 | |
Intercompany payable | 0 | 0 | ||
Losses in excess of investment in subsidiaries | 0 | 0 | 0 | |
Other long-term obligations | 47,147 | 39,228 | 43,236 | |
Total Central Garden & Pet shareholders' equity | 510,292 | 484,723 | 491,082 | |
Noncontrolling interest | 1,120 | 1,730 | 1,850 | |
Total equity | 511,412 | 486,453 | 492,932 | 470,024 |
Total | 1,159,221 | 1,148,727 | 1,165,938 | |
Parent [Member] | ||||
ASSETS | ||||
Cash and cash equivalents | 30,640 | 63,471 | 16,182 | 5,438 |
Restricted cash | 12,590 | 14,283 | ||
Short term investments | 9,990 | 14,220 | ||
Accounts receivable, net | 56,528 | 41,235 | 50,219 | |
Inventories | 86,211 | 79,199 | 87,570 | |
Prepaid expenses and other | 25,727 | 26,092 | 25,489 | |
Total current assets | 211,696 | 234,270 | 193,680 | |
Land, buildings, improvements and equipment, net | 54,176 | 63,059 | 71,940 | |
Goodwill | 0 | 0 | 0 | |
Other long term assets | 31,739 | 25,230 | 17,147 | |
Intercompany receivable | 36,989 | 16,906 | 38,865 | |
Investment in subsidiaries | 1,042,817 | 983,413 | 974,815 | |
Total | 1,377,417 | 1,322,878 | 1,296,447 | |
LIABILITIES AND EQUITY | ||||
Accounts payable | 28,927 | 28,937 | 31,968 | |
Accrued expenses | 59,275 | 34,151 | 42,836 | |
Current portion of long term debt | 260 | 261 | 266 | |
Total current liabilities | 88,462 | 63,349 | 75,070 | |
Long-term debt | 399,806 | 449,855 | 449,887 | |
Intercompany payable | 377,284 | 323,314 | 278,840 | |
Losses in excess of investment in subsidiaries | 0 | 0 | 0 | |
Other long-term obligations | 1,573 | 1,636 | 1,568 | |
Total Central Garden & Pet shareholders' equity | 510,292 | 484,724 | 491,082 | |
Noncontrolling interest | 0 | 0 | 0 | |
Total equity | 510,292 | 484,724 | 491,082 | |
Total | 1,377,417 | 1,322,878 | 1,296,447 | |
Non-Guarantor Subsidiaries [Member] | ||||
ASSETS | ||||
Cash and cash equivalents | 10,606 | 12,806 | 12,863 | 7,003 |
Restricted cash | 0 | 0 | ||
Short term investments | 0 | 0 | ||
Accounts receivable, net | 11,152 | 8,268 | 12,220 | |
Inventories | 14,409 | 15,210 | 18,551 | |
Prepaid expenses and other | 1,260 | 816 | 1,102 | |
Total current assets | 37,427 | 37,100 | 44,736 | |
Land, buildings, improvements and equipment, net | 3,540 | 3,649 | 3,512 | |
Goodwill | 0 | 0 | 0 | |
Other long term assets | 3,877 | 4,244 | 3,492 | |
Intercompany receivable | 0 | 0 | 0 | |
Investment in subsidiaries | 0 | 0 | 0 | |
Total | 44,844 | 44,993 | 51,740 | |
LIABILITIES AND EQUITY | ||||
Accounts payable | 6,501 | 3,542 | 7,765 | |
Accrued expenses | 2,928 | 1,868 | 2,688 | |
Current portion of long term debt | 0 | 0 | 0 | |
Total current liabilities | 9,429 | 5,410 | 10,453 | |
Long-term debt | 0 | 0 | 0 | |
Intercompany payable | 46,660 | 45,015 | 47,343 | |
Losses in excess of investment in subsidiaries | 0 | 0 | 0 | |
Other long-term obligations | 0 | 0 | 0 | |
Total Central Garden & Pet shareholders' equity | (12,365) | (7,162) | (7,906) | |
Noncontrolling interest | 1,120 | 1,730 | 1,850 | |
Total equity | (11,245) | (5,432) | (6,056) | |
Total | 44,844 | 44,993 | 51,740 | |
Guarantor Subsidiaries [Member] | ||||
ASSETS | ||||
Cash and cash equivalents | 2,595 | 2,399 | 2,801 | 2,715 |
Restricted cash | 0 | 0 | ||
Short term investments | 0 | 0 | ||
Accounts receivable, net | 155,469 | 144,226 | 151,681 | |
Inventories | 239,613 | 231,977 | 258,914 | |
Prepaid expenses and other | 27,571 | 21,580 | 27,098 | |
Total current assets | 425,248 | 400,182 | 440,494 | |
Land, buildings, improvements and equipment, net | 105,253 | 100,141 | 102,208 | |
Goodwill | 209,089 | 208,233 | 205,756 | |
Other long term assets | 80,193 | 83,713 | 85,679 | |
Intercompany receivable | 386,955 | 351,423 | 287,318 | |
Investment in subsidiaries | 0 | 0 | 0 | |
Total | 1,206,738 | 1,143,692 | 1,121,455 | |
LIABILITIES AND EQUITY | ||||
Accounts payable | 54,995 | 55,949 | 50,226 | |
Accrued expenses | 47,867 | 48,360 | 43,997 | |
Current portion of long term debt | 30 | 30 | 30 | |
Total current liabilities | 102,892 | 104,339 | 94,253 | |
Long-term debt | 73 | 93 | 107 | |
Intercompany payable | 0 | 0 | 0 | |
Losses in excess of investment in subsidiaries | 12,324 | 7,594 | 7,467 | |
Other long-term obligations | 48,591 | 48,686 | 44,374 | |
Total Central Garden & Pet shareholders' equity | 1,042,858 | 982,980 | 975,254 | |
Noncontrolling interest | 0 | 0 | 0 | |
Total equity | 1,042,858 | 982,980 | 975,254 | |
Total | 1,206,738 | 1,143,692 | 1,121,455 | |
Eliminations [Member] | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | 0 | $ 0 |
Restricted cash | 0 | 0 | ||
Short term investments | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | 0 | |
Inventories | 0 | 0 | 0 | |
Prepaid expenses and other | 0 | 0 | 0 | |
Total current assets | 0 | 0 | 0 | |
Land, buildings, improvements and equipment, net | 0 | 0 | 0 | |
Goodwill | 0 | 0 | 0 | |
Other long term assets | (3,017) | (11,094) | (2,706) | |
Intercompany receivable | (423,944) | (368,329) | (326,183) | |
Investment in subsidiaries | (1,042,817) | (983,413) | (974,815) | |
Total | (1,469,778) | (1,362,836) | (1,303,704) | |
LIABILITIES AND EQUITY | ||||
Accounts payable | 0 | 0 | 0 | |
Accrued expenses | 0 | 0 | 0 | |
Current portion of long term debt | 0 | 0 | 0 | |
Total current liabilities | 0 | 0 | 0 | |
Long-term debt | 0 | 0 | 0 | |
Intercompany payable | (423,944) | (368,329) | (326,183) | |
Losses in excess of investment in subsidiaries | (12,324) | (7,594) | (7,467) | |
Other long-term obligations | (3,017) | (11,094) | (2,706) | |
Total Central Garden & Pet shareholders' equity | (1,030,493) | (975,819) | (967,348) | |
Noncontrolling interest | 0 | 0 | 0 | |
Total equity | (1,030,493) | (975,819) | (967,348) | |
Total | $ (1,469,778) | $ (1,362,836) | $ (1,303,704) |
Consolidating Condensed State53
Consolidating Condensed Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 27, 2015 | Jun. 28, 2014 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | $ 56,597 | $ 68,851 |
Additions to property, plant and equipment | (18,160) | (13,707) |
Proceeds from sale of property and equipment, net of expenses | 0 | 5,171 |
Payments to acquire companies, net of cash acquired | (16,000) | (20,262) |
Change in restricted cash and cash equivalents | 1,693 | 0 |
Maturities of short term investments | 9,997 | 3,600 |
Investment in short term investments | (17) | 0 |
Other investing activities | (489) | 0 |
Intercompany investing activities | 0 | 0 |
Net cash used by investing activities | (22,976) | (25,198) |
Repayments on revolving line of credit | (312,000) | (301,000) |
Borrowings on revolving line of credit | 312,000 | 278,000 |
Repayments of long-term debt | (50,216) | (282) |
Proceeds from issuance of common stock | 2,148 | 594 |
Excess tax benefits from stock-based awards | 685 | 422 |
Repurchase of common stock | (19,021) | (1,190) |
Payment of deferred financing costs | 0 | (3,090) |
Distribution to parent | 0 | 0 |
Distribution to noncontrolling interest | (1,680) | (633) |
Intercompany financing activities | 0 | 0 |
Net cash provided (used) by financing activities | (68,084) | (27,179) |
Effect of exchange rates on cash | (372) | 216 |
Net increase (decrease) in cash and cash equivalents | (34,835) | 16,690 |
Cash and equivalents at beginning of period | 78,676 | 15,156 |
Cash and equivalents at end of period | 43,841 | 31,846 |
Parent [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 6,844 | 2,881 |
Additions to property, plant and equipment | (2,044) | (5,728) |
Proceeds from sale of property and equipment, net of expenses | 0 | |
Payments to acquire companies, net of cash acquired | (16,000) | 0 |
Change in restricted cash and cash equivalents | 1,693 | |
Maturities of short term investments | 9,997 | 3,600 |
Investment in short term investments | (17) | |
Other investing activities | (489) | |
Intercompany investing activities | (20,083) | (28,685) |
Net cash used by investing activities | (26,943) | (30,813) |
Repayments on revolving line of credit | (312,000) | (301,000) |
Borrowings on revolving line of credit | 312,000 | 278,000 |
Repayments of long-term debt | (50,196) | (172) |
Proceeds from issuance of common stock | 2,148 | 594 |
Excess tax benefits from stock-based awards | 685 | 422 |
Repurchase of common stock | (19,021) | (1,190) |
Payment of deferred financing costs | (3,090) | |
Distribution to parent | 0 | 0 |
Distribution to noncontrolling interest | 0 | 0 |
Intercompany financing activities | 53,971 | 64,582 |
Net cash provided (used) by financing activities | (12,413) | 38,146 |
Effect of exchange rates on cash | (319) | 530 |
Net increase (decrease) in cash and cash equivalents | (32,831) | 10,744 |
Cash and equivalents at beginning of period | 63,471 | 5,438 |
Cash and equivalents at end of period | 30,640 | 16,182 |
Non-Guarantor Subsidiaries [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 4,862 | 5,764 |
Additions to property, plant and equipment | (180) | (1,482) |
Proceeds from sale of property and equipment, net of expenses | 0 | |
Payments to acquire companies, net of cash acquired | 0 | 0 |
Change in restricted cash and cash equivalents | 0 | |
Maturities of short term investments | 0 | 0 |
Investment in short term investments | 0 | |
Intercompany investing activities | 0 | 0 |
Net cash used by investing activities | (180) | (1,482) |
Repayments on revolving line of credit | 0 | 0 |
Borrowings on revolving line of credit | 0 | 0 |
Repayments of long-term debt | 0 | 0 |
Proceeds from issuance of common stock | 0 | 0 |
Excess tax benefits from stock-based awards | 0 | 0 |
Repurchase of common stock | 0 | 0 |
Payment of deferred financing costs | 0 | |
Distribution to parent | (6,719) | (2,534) |
Distribution to noncontrolling interest | (1,680) | (633) |
Intercompany financing activities | 1,645 | 4,924 |
Net cash provided (used) by financing activities | (6,754) | 1,757 |
Effect of exchange rates on cash | (128) | (179) |
Net increase (decrease) in cash and cash equivalents | (2,200) | 5,860 |
Cash and equivalents at beginning of period | 12,806 | 7,003 |
Cash and equivalents at end of period | 10,606 | 12,863 |
Guarantor Subsidiaries [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 51,610 | 62,740 |
Additions to property, plant and equipment | (15,936) | (6,497) |
Proceeds from sale of property and equipment, net of expenses | 5,171 | |
Payments to acquire companies, net of cash acquired | 0 | (20,262) |
Change in restricted cash and cash equivalents | 0 | |
Maturities of short term investments | 0 | 0 |
Investment in short term investments | 0 | |
Intercompany investing activities | (35,533) | (40,821) |
Net cash used by investing activities | (51,469) | (62,409) |
Repayments on revolving line of credit | 0 | 0 |
Borrowings on revolving line of credit | 0 | 0 |
Repayments of long-term debt | (20) | (110) |
Proceeds from issuance of common stock | 0 | 0 |
Excess tax benefits from stock-based awards | 0 | 0 |
Repurchase of common stock | 0 | 0 |
Payment of deferred financing costs | 0 | |
Distribution to parent | 0 | 0 |
Distribution to noncontrolling interest | 0 | 0 |
Intercompany financing activities | 0 | 0 |
Net cash provided (used) by financing activities | (20) | (110) |
Effect of exchange rates on cash | 75 | (135) |
Net increase (decrease) in cash and cash equivalents | 196 | 86 |
Cash and equivalents at beginning of period | 2,399 | 2,715 |
Cash and equivalents at end of period | 2,595 | 2,801 |
Eliminations [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | (6,719) | (2,534) |
Additions to property, plant and equipment | 0 | 0 |
Proceeds from sale of property and equipment, net of expenses | 0 | |
Payments to acquire companies, net of cash acquired | 0 | 0 |
Change in restricted cash and cash equivalents | 0 | |
Maturities of short term investments | 0 | 0 |
Investment in short term investments | 0 | |
Intercompany investing activities | 55,616 | 69,506 |
Net cash used by investing activities | 55,616 | 69,506 |
Repayments on revolving line of credit | 0 | 0 |
Borrowings on revolving line of credit | 0 | 0 |
Repayments of long-term debt | 0 | 0 |
Proceeds from issuance of common stock | 0 | 0 |
Excess tax benefits from stock-based awards | 0 | 0 |
Repurchase of common stock | 0 | 0 |
Payment of deferred financing costs | 0 | |
Distribution to parent | 6,719 | 2,534 |
Distribution to noncontrolling interest | 0 | 0 |
Intercompany financing activities | (55,616) | (69,506) |
Net cash provided (used) by financing activities | (48,897) | (66,972) |
Effect of exchange rates on cash | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 |
Cash and equivalents at beginning of period | 0 | 0 |
Cash and equivalents at end of period | $ 0 | $ 0 |
Schedule of Error Corrections f
Schedule of Error Corrections for Consolidating Condensed Statement of Operations to Present Results for Non-Guarantor Subsidiaries (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 27, 2015 | Jun. 28, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Income (loss) from operations | $ 38,993 | $ 18,426 | $ 90,102 | $ 54,840 |
Net income attributable to Central Garden & Pet Company | 18,800 | 4,687 | 36,340 | 12,874 |
Parent [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Income (loss) from operations | (1,458) | (13,059) | (5,623) | (14,380) |
Net income attributable to Central Garden & Pet Company | 18,800 | 4,687 | 36,340 | 12,874 |
Non-Guarantor Subsidiaries [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Income (loss) from operations | 3,431 | 2,487 | 4,727 | 4,609 |
Net income attributable to Central Garden & Pet Company | 1,792 | 958 | 1,758 | 1,648 |
Guarantor Subsidiaries [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Income (loss) from operations | 37,020 | 28,998 | 90,998 | 64,611 |
Net income attributable to Central Garden & Pet Company | 24,864 | 18,770 | 60,123 | 42,353 |
Eliminations [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Income (loss) from operations | 0 | 0 | 0 | 0 |
Net income attributable to Central Garden & Pet Company | $ (26,656) | (19,728) | $ (61,881) | (44,001) |
As Previously Reported [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Income (loss) from operations | 18,426 | 54,840 | ||
Net income attributable to Central Garden & Pet Company | 4,687 | 12,874 | ||
As Previously Reported [Member] | Parent [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Income (loss) from operations | (10,448) | (9,296) | ||
Net income attributable to Central Garden & Pet Company | 4,687 | 12,874 | ||
As Previously Reported [Member] | Non-Guarantor Subsidiaries [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Income (loss) from operations | 0 | 0 | ||
Net income attributable to Central Garden & Pet Company | 0 | 0 | ||
As Previously Reported [Member] | Guarantor Subsidiaries [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Income (loss) from operations | 28,874 | 64,136 | ||
Net income attributable to Central Garden & Pet Company | 19,869 | 43,277 | ||
As Previously Reported [Member] | Eliminations [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Income (loss) from operations | 0 | 0 | ||
Net income attributable to Central Garden & Pet Company | (19,869) | (43,277) | ||
Adjustments [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Income (loss) from operations | 0 | 0 | ||
Net income attributable to Central Garden & Pet Company | 0 | 0 | ||
Adjustments [Member] | Parent [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Income (loss) from operations | (2,611) | (5,084) | ||
Net income attributable to Central Garden & Pet Company | 0 | 0 | ||
Adjustments [Member] | Non-Guarantor Subsidiaries [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Income (loss) from operations | 2,487 | 4,609 | ||
Net income attributable to Central Garden & Pet Company | 958 | 1,648 | ||
Adjustments [Member] | Guarantor Subsidiaries [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Income (loss) from operations | 124 | 475 | ||
Net income attributable to Central Garden & Pet Company | (1,099) | (924) | ||
Adjustments [Member] | Eliminations [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Income (loss) from operations | 0 | 0 | ||
Net income attributable to Central Garden & Pet Company | $ 141 | $ (724) |
Schedule of Error Corrections55
Schedule of Error Corrections for Consolidating Condensed Statement of Comprehensive Income to Present Results for Non-Guarantor Subsidiaries (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 27, 2015 | Jun. 28, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net income (loss) | $ 19,123 | $ 5,334 | $ 37,410 | $ 14,011 |
Total comprehensive income (loss) | 19,738 | 5,673 | 36,857 | 14,437 |
Comprehensive income (loss) attributable to Central Garden & Pet Company | 19,415 | 5,026 | 35,787 | 13,300 |
Parent [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net income (loss) | 18,800 | 4,687 | 36,340 | 12,874 |
Total comprehensive income (loss) | 19,415 | 4,687 | 35,787 | 12,874 |
Comprehensive income (loss) attributable to Central Garden & Pet Company | 19,415 | 4,687 | 35,787 | 12,874 |
Non-Guarantor Subsidiaries [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net income (loss) | 2,115 | 1,605 | 2,828 | 2,785 |
Total comprehensive income (loss) | 2,571 | 1,944 | 2,584 | 3,211 |
Comprehensive income (loss) attributable to Central Garden & Pet Company | 2,248 | 1,297 | 1,514 | 2,074 |
Guarantor Subsidiaries [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net income (loss) | 24,864 | 18,770 | 60,123 | 42,353 |
Total comprehensive income (loss) | 24,888 | 18,770 | 59,879 | 42,353 |
Comprehensive income (loss) attributable to Central Garden & Pet Company | 24,888 | 18,770 | 59,879 | 42,353 |
Eliminations [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net income (loss) | (26,656) | (19,728) | (61,881) | (44,001) |
Total comprehensive income (loss) | (27,136) | (19,728) | (61,393) | (44,001) |
Comprehensive income (loss) attributable to Central Garden & Pet Company | $ (27,136) | (19,728) | $ (61,393) | (44,001) |
As Previously Reported [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net income (loss) | 5,334 | 14,011 | ||
Total comprehensive income (loss) | 5,673 | 14,437 | ||
Comprehensive income (loss) attributable to Central Garden & Pet Company | 5,026 | 13,300 | ||
As Previously Reported [Member] | Parent [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net income (loss) | (14,535) | (29,266) | ||
Total comprehensive income (loss) | (14,196) | (28,840) | ||
Comprehensive income (loss) attributable to Central Garden & Pet Company | (14,843) | (29,977) | ||
As Previously Reported [Member] | Non-Guarantor Subsidiaries [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net income (loss) | 0 | 0 | ||
Total comprehensive income (loss) | 0 | 0 | ||
Comprehensive income (loss) attributable to Central Garden & Pet Company | 0 | 0 | ||
As Previously Reported [Member] | Guarantor Subsidiaries [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net income (loss) | 19,869 | 43,277 | ||
Total comprehensive income (loss) | 19,869 | 43,277 | ||
Comprehensive income (loss) attributable to Central Garden & Pet Company | 19,869 | 43,277 | ||
As Previously Reported [Member] | Eliminations [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net income (loss) | 0 | 0 | ||
Total comprehensive income (loss) | 0 | 0 | ||
Comprehensive income (loss) attributable to Central Garden & Pet Company | 0 | 0 | ||
Adjustments [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net income (loss) | 0 | 0 | ||
Total comprehensive income (loss) | 0 | 0 | ||
Comprehensive income (loss) attributable to Central Garden & Pet Company | 0 | 0 | ||
Adjustments [Member] | Parent [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net income (loss) | 19,222 | 42,140 | ||
Total comprehensive income (loss) | 18,883 | 41,714 | ||
Comprehensive income (loss) attributable to Central Garden & Pet Company | 19,530 | 42,851 | ||
Adjustments [Member] | Non-Guarantor Subsidiaries [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net income (loss) | 1,605 | 2,785 | ||
Total comprehensive income (loss) | 1,944 | 3,211 | ||
Comprehensive income (loss) attributable to Central Garden & Pet Company | 1,297 | 2,074 | ||
Adjustments [Member] | Guarantor Subsidiaries [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net income (loss) | (1,099) | (924) | ||
Total comprehensive income (loss) | (1,099) | (924) | ||
Comprehensive income (loss) attributable to Central Garden & Pet Company | (1,099) | (924) | ||
Adjustments [Member] | Eliminations [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net income (loss) | (19,728) | (44,001) | ||
Total comprehensive income (loss) | (19,728) | (44,001) | ||
Comprehensive income (loss) attributable to Central Garden & Pet Company | $ (19,728) | $ (44,001) |
Schedule of Error Corrections56
Schedule of Error Corrections for Consolidating Condensed Balance Sheet to Present Results for Non-Guarantor Subsidiaries (Detail) - USD ($) $ in Thousands | Jun. 27, 2015 | Sep. 27, 2014 | Jun. 28, 2014 | Sep. 28, 2013 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total current assets | $ 674,371 | $ 671,552 | $ 678,910 | |
Total assets | 1,159,221 | 1,148,727 | 1,165,938 | |
Total current liabilities | 200,783 | 173,098 | 179,776 | |
Total equity | 511,412 | 486,453 | 492,932 | $ 470,024 |
Parent [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total current assets | 211,696 | 234,270 | 193,680 | |
Total assets | 1,377,417 | 1,322,878 | 1,296,447 | |
Total current liabilities | 88,462 | 63,349 | 75,070 | |
Total equity | 510,292 | 484,724 | 491,082 | |
Non-Guarantor Subsidiaries [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total current assets | 37,427 | 37,100 | 44,736 | |
Total assets | 44,844 | 44,993 | 51,740 | |
Total current liabilities | 9,429 | 5,410 | 10,453 | |
Total equity | (11,245) | (5,432) | (6,056) | |
Guarantor Subsidiaries [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total current assets | 425,248 | 400,182 | 440,494 | |
Total assets | 1,206,738 | 1,143,692 | 1,121,455 | |
Total current liabilities | 102,892 | 104,339 | 94,253 | |
Total equity | 1,042,858 | 982,980 | 975,254 | |
Eliminations [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total current assets | 0 | 0 | 0 | |
Total assets | (1,469,778) | (1,362,836) | (1,303,704) | |
Total current liabilities | 0 | 0 | 0 | |
Total equity | $ (1,030,493) | $ (975,819) | (967,348) | |
As Previously Reported [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total current assets | 678,910 | |||
Total assets | 1,165,938 | |||
Total current liabilities | 179,776 | |||
Total equity | 492,932 | |||
As Previously Reported [Member] | Parent [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total current assets | 240,108 | |||
Total assets | 1,066,208 | |||
Total current liabilities | 85,213 | |||
Total equity | 492,932 | |||
As Previously Reported [Member] | Non-Guarantor Subsidiaries [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total current assets | 0 | |||
Total assets | 0 | |||
Total current liabilities | 0 | |||
Total equity | 0 | |||
As Previously Reported [Member] | Guarantor Subsidiaries [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total current assets | 441,922 | |||
Total assets | 796,926 | |||
Total current liabilities | 97,683 | |||
Total equity | 694,076 | |||
As Previously Reported [Member] | Eliminations [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total current assets | (3,120) | |||
Total assets | (697,196) | |||
Total current liabilities | (3,120) | |||
Total equity | (694,076) | |||
Adjustments [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total current assets | 0 | |||
Total assets | 0 | |||
Total current liabilities | 0 | |||
Total equity | 0 | |||
Adjustments [Member] | Parent [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total current assets | (46,428) | |||
Total assets | 230,239 | |||
Total current liabilities | (10,143) | |||
Total equity | (1,850) | |||
Adjustments [Member] | Non-Guarantor Subsidiaries [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total current assets | 44,736 | |||
Total assets | 51,740 | |||
Total current liabilities | 10,453 | |||
Total equity | (6,056) | |||
Adjustments [Member] | Guarantor Subsidiaries [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total current assets | (1,428) | |||
Total assets | 324,529 | |||
Total current liabilities | (3,430) | |||
Total equity | 281,178 | |||
Adjustments [Member] | Eliminations [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total current assets | 3,120 | |||
Total assets | (606,508) | |||
Total current liabilities | 3,120 | |||
Total equity | $ (273,272) |
Schedule of Error Corrections57
Schedule of Error Corrections for Consolidating Condensed Statement of Cash Flows to Present Results for Non-Guarantor Subsidiaries (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 27, 2015 | Jun. 28, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net cash provided by (used in) operating activities | $ 56,597 | $ 68,851 |
Net cash provided by (used in) investing activities | (22,976) | (25,198) |
Net cash provided by (used in) financing activities | (68,084) | (27,179) |
Parent [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net cash provided by (used in) operating activities | 6,844 | 2,881 |
Net cash provided by (used in) investing activities | (26,943) | (30,813) |
Net cash provided by (used in) financing activities | (12,413) | 38,146 |
Non-Guarantor Subsidiaries [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net cash provided by (used in) operating activities | 4,862 | 5,764 |
Net cash provided by (used in) investing activities | (180) | (1,482) |
Net cash provided by (used in) financing activities | (6,754) | 1,757 |
Guarantor Subsidiaries [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net cash provided by (used in) operating activities | 51,610 | 62,740 |
Net cash provided by (used in) investing activities | (51,469) | (62,409) |
Net cash provided by (used in) financing activities | (20) | (110) |
Eliminations [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net cash provided by (used in) operating activities | (6,719) | (2,534) |
Net cash provided by (used in) investing activities | 55,616 | 69,506 |
Net cash provided by (used in) financing activities | $ (48,897) | (66,972) |
As Previously Reported [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net cash provided by (used in) operating activities | 68,851 | |
Net cash provided by (used in) investing activities | (25,198) | |
Net cash provided by (used in) financing activities | (27,179) | |
As Previously Reported [Member] | Parent [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net cash provided by (used in) operating activities | 47,393 | |
Net cash provided by (used in) investing activities | (4,071) | |
Net cash provided by (used in) financing activities | (27,069) | |
As Previously Reported [Member] | Non-Guarantor Subsidiaries [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net cash provided by (used in) operating activities | 0 | |
Net cash provided by (used in) investing activities | 0 | |
Net cash provided by (used in) financing activities | 0 | |
As Previously Reported [Member] | Guarantor Subsidiaries [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net cash provided by (used in) operating activities | 64,735 | |
Net cash provided by (used in) investing activities | (64,404) | |
Net cash provided by (used in) financing activities | (110) | |
As Previously Reported [Member] | Eliminations [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net cash provided by (used in) operating activities | (43,277) | |
Net cash provided by (used in) investing activities | 43,277 | |
Net cash provided by (used in) financing activities | 0 | |
Adjustments [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net cash provided by (used in) operating activities | 0 | |
Net cash provided by (used in) investing activities | 0 | |
Net cash provided by (used in) financing activities | 0 | |
Adjustments [Member] | Parent [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net cash provided by (used in) operating activities | (44,512) | |
Net cash provided by (used in) investing activities | (26,742) | |
Net cash provided by (used in) financing activities | 65,215 | |
Adjustments [Member] | Non-Guarantor Subsidiaries [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net cash provided by (used in) operating activities | 5,764 | |
Net cash provided by (used in) investing activities | (1,482) | |
Net cash provided by (used in) financing activities | 1,757 | |
Adjustments [Member] | Guarantor Subsidiaries [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net cash provided by (used in) operating activities | (1,995) | |
Net cash provided by (used in) investing activities | 1,995 | |
Net cash provided by (used in) financing activities | 0 | |
Adjustments [Member] | Eliminations [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net cash provided by (used in) operating activities | 40,743 | |
Net cash provided by (used in) investing activities | 26,229 | |
Net cash provided by (used in) financing activities | $ (66,972) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) (Detail) $ in Millions | Jul. 31, 2015USD ($) |
Subsequent Events [Member] | IMS Trading Corp [Member] | |
Subsequent Event [Line Items] | |
Purchase of assets | $ 25 |