Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 26, 2015 | Jan. 29, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 26, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CENT | |
Entity Registrant Name | CENTRAL GARDEN & PET CO | |
Entity Central Index Key | 887,733 | |
Current Fiscal Year End Date | --09-24 | |
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 | 36,592,397 | |
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 | Dec. 26, 2015 | Sep. 26, 2015 | Dec. 27, 2014 |
Current assets: | |||
Cash and cash equivalents | $ 9,006 | $ 47,584 | $ 79,588 |
Restricted cash | 11,939 | 13,157 | 19,690 |
Short term investments | 0 | 0 | 9,992 |
Accounts receivable (less allowance for doubtful accounts of $21,213, $24,184 and $19,296) | 195,357 | 207,402 | 142,877 |
Inventories | 416,458 | 335,946 | 399,936 |
Prepaid expenses and other | 59,873 | 49,731 | 64,280 |
Total current assets | 692,633 | 653,820 | 716,363 |
Land, buildings, improvements and equipment-net | 163,948 | 162,809 | 163,546 |
Goodwill | 209,089 | 209,089 | 208,233 |
Other intangible assets-net | 74,552 | 75,460 | 87,061 |
Other assets | 70,987 | 30,419 | 9,104 |
Total | 1,211,209 | 1,131,597 | 1,184,307 |
Current liabilities: | |||
Accounts payable | 129,091 | 88,889 | 128,485 |
Accrued expenses | 89,047 | 87,724 | 93,208 |
Current portion of long-term debt | 292 | 291 | 50,289 |
Total current liabilities | 218,430 | 176,904 | 271,982 |
Long-term debt | 435,893 | 396,691 | 395,257 |
Other long-term obligations | 58,005 | 51,622 | 42,212 |
Equity: | |||
Additional paid-in capital | 390,583 | 388,636 | 393,494 |
Accumulated earnings | 107,385 | 115,987 | 80,136 |
Accumulated other comprehensive income (loss) | (69) | 164 | 670 |
Total Central Garden & Pet Company shareholders' equity | 498,400 | 505,286 | 474,802 |
Noncontrolling interest | 481 | 1,094 | 54 |
Total equity | 498,881 | 506,380 | 474,856 |
Total | 1,211,209 | 1,131,597 | 1,184,307 |
Common Stock [Member] | |||
Equity: | |||
Common stock | 119 | 119 | 122 |
Total equity | 119 | 119 | 122 |
Class A Common Stock [Member] | |||
Equity: | |||
Common stock | 366 | 364 | 364 |
Total equity | 366 | 364 | 364 |
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 | Dec. 26, 2015 | Sep. 26, 2015 | Dec. 27, 2014 |
Accounts receivable allowance for doubtful accounts | $ 21,213 | $ 19,296 | $ 24,184 |
Common Stock [Member] | |||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares outstanding | 11,908,317 | 11,908,317 | 12,220,627 |
Class A Common Stock [Member] | |||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares outstanding | 36,591,487 | 36,462,299 | 36,445,726 |
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 | |
Dec. 26, 2015 | Dec. 27, 2014 | |
Income Statement [Abstract] | ||
Net sales | $ 359,812 | $ 307,320 |
Cost of goods sold and occupancy | 260,026 | 219,339 |
Gross profit | 99,786 | 87,981 |
Selling, general and administrative expenses | 91,013 | 86,843 |
Income (loss) from operations | 8,773 | 1,138 |
Interest expense | (22,145) | (10,503) |
Interest income | 22 | 71 |
Other expense | (473) | (368) |
Loss before income taxes and noncontrolling interest | (13,823) | (9,662) |
Income tax benefit | (5,200) | (3,969) |
Loss including noncontrolling interest | (8,623) | (5,693) |
Net income (loss) attributable to noncontrolling interest | (21) | 4 |
Net loss attributable to Central Garden & Pet Company | $ (8,602) | $ (5,697) |
Net loss per share attributable to Central Garden & Pet Company: | ||
Basic | $ (0.18) | $ (0.12) |
Diluted | $ (0.18) | $ (0.12) |
Weighted average shares used in the computation of net income per share: | ||
Basic | 48,566 | 49,379 |
Diluted | 48,566 | 49,379 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 26, 2015 | Dec. 27, 2014 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (8,623) | $ (5,693) |
Other comprehensive loss: | ||
Unrealized loss on securities | 0 | (10) |
Foreign currency translation | (233) | (552) |
Total comprehensive loss | (8,856) | (6,255) |
Comprehensive income (loss) attributable to noncontrolling interest | (21) | 4 |
Comprehensive loss attributable to Central Garden & Pet Company | $ (8,835) | $ (6,259) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 26, 2015 | Dec. 27, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (8,623) | $ (5,693) |
Adjustments to reconcile net loss to net cash (used) provided by operating activities: | ||
Depreciation and amortization | 9,032 | 8,464 |
Amortization of deferred financing costs | 417 | 524 |
Stock-based compensation | 2,218 | 1,592 |
Excess tax benefits from stock-based awards | (900) | (40) |
Deferred income taxes | 3,997 | 2,500 |
Write-off of deferred financing costs | 3,337 | 0 |
Loss (Gain) on sale of property and equipment | (14) | 44 |
Change in assets and liabilities (excluding businesses acquired): | ||
Accounts receivable | 33,736 | 50,650 |
Inventories | (61,101) | (73,868) |
Prepaid expenses and other assets | (6,921) | (15,622) |
Accounts payable | 23,404 | 40,090 |
Accrued expenses | 622 | 7,124 |
Other long-term obligations | 315 | 87 |
Net cash (used) provided by operating activities | (481) | 15,852 |
Cash flows from investing activities: | ||
Additions to property and equipment | (5,256) | (4,069) |
Payments to acquire companies, net of cash acquired | (68,529) | 0 |
Change in restricted cash | 1,218 | (5,407) |
Investment in short-term investments | 0 | (12) |
Other investing activities | (200) | 0 |
Net cash used in investing activities | (72,767) | (9,488) |
Cash flows from financing activities: | ||
Repayments of long-term debt | (400,072) | (72) |
Proceeds from issuance of long-term debt | 400,000 | 0 |
Borrowings under revolving line of credit | 79,000 | 0 |
Repayments under revolving line of credit | (37,000) | 0 |
Proceeds from issuance of common stock | 0 | 188 |
Repurchase of common stock, including shares surrendered for tax withholding | (1,167) | (3,742) |
Distribution to noncontrolling interest | (592) | (1,680) |
Payment of financing costs | (6,324) | 0 |
Excess tax benefits from stock-based awards | 900 | 40 |
Net cash provided (used) by financing activities | 34,745 | (5,266) |
Effect of exchange rate changes on cash and cash equivalents | (75) | (186) |
Net increase (decrease) in cash and cash equivalents | (38,578) | 912 |
Cash and equivalents at beginning of period | 47,584 | 78,676 |
Cash and equivalents at end of period | 9,006 | 79,588 |
Supplemental information: | ||
Cash paid for interest | $ 17,844 | $ 848 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Dec. 26, 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 December 26, 2015 and December 27, 2014, the condensed consolidated statements of operations for the three months ended December 26, 2015 and December 27, 2014, the condensed consolidated statements of comprehensive income for the three months ended December 26, 2015 and December 27, 2014 and the condensed consolidated statements of cash flows for the three months ended December 26, 2015 and December 27, 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 month periods ended December 26, 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 2015 Annual Report on Form 10-K, which has previously been filed with the Securities and Exchange Commission. The September 26, 2015 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 may also enter 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 December 26, 2015 and December 27, 2014, the Company had no outstanding derivative instruments. Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted 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 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. Interest – Imputation of Interest (Subtopic 835-30). Business Combinations In September 2015, the FASB issued ASU No. 2015-16 (ASU 2015-16), Simplifying the Accounting for Measurement-Period Adjustments Accounting Standards Not Yet Adopted Revenue Recognition In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers 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 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 Balance Sheet Classification of Deferred Taxes . In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes Change in Accounting Principle Prior to its early adoption of ASU 2015-03, the Company recorded issuance costs associated with its long term debt as a long-term asset on its consolidated balance sheet. The guidance in ASU 2015-03 requires the Company to present debt issuance costs in the consolidated balance sheet as a direct deduction from the carrying amount of the related debt liability. Changes in accounting principles are to be reported through retrospective application of the new principle to all prior financial statement periods presented. Accordingly, the condensed consolidated balance sheets have been adjusted to reflect the effects of reclassifying debt issuance costs from long-term assets to a direct deduction from the carrying amount of the related debt liability as follows. Financial Statement Line Item Previously Reported September 26, 2015 Reclassifications As Adjusted September 26, 2015 Other assets $ 33,576 $ (3,157 ) $ 30,419 Total assets 1,134,754 (3,157 ) 1,131,597 Long term debt 399,848 (3,157 ) 396,691 Total liabilities and equity 1,134,754 (3,157 ) 1,131,597 Financial Statement Line Item Previously Reported December 27, 2014 Reclassifications As Adjusted December 27, 2014 Other assets $ 13,760 $ (4,656 ) $ 9,104 Total assets 1,188,963 (4,656 ) 1,184,307 Long term debt 399,913 (4,656 ) 395,257 Total liabilities and equity 1,188,963 (4,656 ) 1,184,307 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Dec. 26, 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 December 26, 2015 (in thousands): Level 1 Level 2 Level 3 Total Liabilities: Liability for contingent consideration (b) $ 0 $ 0 $ 5,625 $ 5,625 Total liabilities $ 0 $ 0 $ 5,625 $ 5,625 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 December 27, 2014 (in thousands): Level 1 Level 2 Level 3 Total Assets: Short term investments (a) $ 9,992 $ 0 $ 0 $ 9,992 Total assets $ 9,992 $ 0 $ 0 $ 9,992 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 26, 2015: Level 1 Level 2 Level 3 Total Liabilities: Liability for contingent consideration (b) $ 0 $ 0 $ 3,625 $ 3,625 Total liabilities $ 0 $ 0 $ 3,625 $ 3,625 (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 and future performance-based contingent payments for Hydro-Organics Wholesale, Inc., acquired in October 2015. The fair value of the estimated 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. The following table provides a summary of changes in fair value of our Level 3 financial instruments for the periods ended December 26, 2015 and December 27, 2014 (in thousands): Amount Balance as of September 26, 2015 $ 3,625 Estimated contingent performance-based consideration established at the time of acquisition 2,000 Changes in the fair value of contingent performance-based payments established at the time of acquisition 0 Balance as of December 26, 2015 $ 5,625 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 0 Balance as of December 27, 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 December 26, 2015 and December 27, 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 November 2015, the Company issued $400 million aggregate principal amount of 6.125% senior notes due November 2023 (the “2023 Notes”). The estimated fair value of the Company’s 2023 Notes as of December 26, 2015 was $404.0 million, compared to a carrying value of $393.8 million. In January 2015, the Company called $50 million aggregate principal amount of the Company’s senior subordinated notes due 2018 (the “2018 Notes”) for redemption on March 1, 2015 at a price of 102.063%. In December 2015, the Company redeemed the remaining $400 million aggregate principal amount of the 2018 Notes at a price of 102.063%. The estimated fair value of the Company’s $450 million principal amount of 2018 Notes as of December 27, 2014 was $461.9 million, compared to a carrying value of $444.9 million. The estimated fair value of the Company’s $400 million aggregate principal amount of 2018 Notes as of September 26, 2015 was $410.5 million, compared to a carrying value of $396.5 million. The estimated fair value is based on quoted market prices for these notes, which are Level 1 inputs within the fair value hierarchy. |
Acquisitions
Acquisitions | 3 Months Ended |
Dec. 26, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions IMS Trading Corp On July 31, 2015, the Company purchased substantially all of the assets of IMS Trading Corp. for a purchase price of approximately $23 million. IMS Trading Corp was a manufacturer, importer and distributor of rawhide, natural dog treats and pet products throughout the United States and internationally. The purchase price exceeded the fair value of the net tangible assets acquired by approximately $4.9 million, which is included in other assets in our consolidated balance sheet as of December 26, 2015, as the Company has not yet finalized the allocation of the purchase price to the fair value of the intangible assets acquired. This acquisition is expected to complement the Company’s existing dog and cat business. Hydro-Organics Wholesale Inc. On October 1, 2015, the Company purchased Hydro-Organics Wholesale, Inc., an organic fertilizer business, for a purchase price of approximately $7.8 million cash and approximately $2.0 million of estimated contingent future performance-based payments. The purchase price exceeded the estimated fair value of the tangible net assets acquired by approximately $6.0 million and is included in other assets in the Company’s condensed consolidated balance sheet as of December 26, 2015, as the Company has not yet finalized the allocation of the purchase price to the fair value of the intangible assets acquired. This acquisition is expected to complement the Company’s existing garden fertilizer category. DMC On December 1, 2015, the Company purchased the pet bedding business and certain other assets of National Consumers Outdoors Corp., formerly known as Dallas Manufacturing Company (“DMC”), for a cash purchase price of approximately $61 million. The purchase price exceeded the estimated fair value of the tangible net assets acquired by approximately $34.0 million and is included in other assets in the Company’s condensed consolidated balance sheet as of December 26, 2015, as the Company has not yet finalized the allocation of the purchase price to the fair value of the intangible assets acquired. This acquisition is expected to complement the Company’s existing dog and cat business. |
Inventories, net
Inventories, net | 3 Months Ended |
Dec. 26, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories, net | 4. Inventories, net Inventories, net of allowance for obsolescence, consist of the following (in thousands): December 26, 2015 December 27, 2014 September 26, 2015 Raw materials $ 118,827 $ 111,012 $ 94,969 Work in progress 15,086 13,006 15,268 Finished goods 271,134 260,314 215,673 Supplies 11,411 15,604 10,036 Total inventories, net $ 416,458 $ 399,936 $ 335,946 |
Goodwill
Goodwill | 3 Months Ended |
Dec. 26, 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 | 3 Months Ended |
Dec. 26, 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 Accumulated Net (in millions) December 26, 2015 Marketing-related intangible assets – amortizable $ 14.1 $ (10.7 ) $ 0 $ 3.4 Marketing-related intangible assets – nonamortizable 59.6 0 (24.2 ) 35.4 Total 73.7 (10.7 ) (24.2 ) 38.8 Customer-related intangible assets – amortizable 43.3 (22.8 ) 0 20.5 Other acquired intangible assets – amortizable 19.3 (10.7 ) 0 8.6 Other acquired intangible assets – nonamortizable 7.8 0 (1.2 ) 6.6 Total 27.1 (10.7 ) (1.2 ) 15.2 Total other intangible assets $ 144.1 $ (44.2 ) $ (25.4 ) $ 74.5 Gross Accumulated Accumulated Net (in millions) December 27, 2014 Marketing-related intangible assets – amortizable $ 15.5 $ (10.1 ) $ 0 $ 5.4 Marketing-related intangible assets – nonamortizable 59.6 0 (16.9 ) 42.7 Total 75.1 (10.1 ) (16.9 ) 48.1 Customer-related intangible assets – amortizable 42.8 (20.7 ) 0 22.1 Other acquired intangible assets – amortizable 19.4 (9.0 ) 0 10.4 Other acquired intangible assets – nonamortizable 7.7 0 (1.2 ) 6.5 Total 27.1 (9.0 ) (1.2 ) 16.9 Total other intangible assets $ 145.0 $ (39.8 ) $ (18.1 ) $ 87.1 Gross Accumulated Accumulated Net (in millions) September 26, 2015 Marketing-related intangible assets – amortizable $ 14.1 $ (10.4 ) $ 0 $ 3.7 Marketing-related intangible assets – nonamortizable 59.6 0 (24.2 ) 35.4 Total 73.7 (10.4 ) (24.2 ) 39.1 Customer-related intangible assets – amortizable 43.3 (22.3 ) 0 21.0 Other acquired intangible assets – amortizable 19.3 (10.5 ) 0 8.8 Other acquired intangible assets – nonamortizable 7.8 0 (1.2 ) 6.6 Total 27.1 (10.5 ) (1.2 ) 15.4 Total other intangible assets $ 144.1 $ (43.2 ) $ (25.4 ) $ 75.5 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 2015, the Company recognized a non-cash $7.3 million impairment charge to certain indefinite-lived intangible assets as a result of increased competition in the marketplace and declining volume of sales. The fair value of the remaining $15.0 million of indefinite-lived intangible assets that were impaired exceeded their carrying value at September 26, 2015. Other factors indicating the carrying value of the Company’s amortizable intangible assets may not be recoverable were not present in fiscal 2015 or during the three months ended December 26, 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 six years for marketing-related intangibles, 14 years for customer-related intangibles and 14 years for other acquired intangibles. Amortization expense for intangibles subject to amortization was approximately $1.0 million and $0.9 million for the three month periods ended December 26, 2015 and December 27, 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 per year from fiscal 2016 through fiscal 2020. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Dec. 26, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 7. Long-Term Debt Long-term debt consists of the following: December 26, 2015 December 27, 2014 September 26, 2015 (in thousands) Senior notes, interest at 6.125%, payable semi-annually, principal due May 2023 $ 400,000 $ 0 $ 0 Senior subordinated notes, interest at 8.25%, payable semi-annually, repaid in December 2015 0 450,000 400,000 Unamortized discount 0 (440 ) (309 ) Unamortized debt issuance costs (6,194 ) (4,656 ) (3,157 ) Net carrying value 393,806 444,904 396,534 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 42,000 0 0 Other notes payable 379 642 448 Total 436,185 445,546 396,982 Less current portion (292 ) (50,289 ) (291 ) Long-term portion $ 435,893 $ 395,257 $ 396,691 Senior Notes and Redemption of Senior Subordinated Notes On November 9, 2015, the Company issued $400 million aggregate principal amount of 6.125% senior notes due November 2023. In December 2015, the Company used the net proceeds from the offering, together with available cash, to redeem its $400 million aggregate principal amount of 8.25% senior subordinated notes due March 1, 2018 at a price of 102.063% of the principal amount and to pay fees and expenses related to the offering. The Company incurred approximately $6.3 million of debt issuance costs in conjunction with these transactions, which included underwriter fees and legal, accounting and rating agency expenses. The debt issuance costs will be amortized over the term of the 2023 Notes. As a result of the Company’s redemption of the 2018 Notes, the Company incurred a call premium payment of $8.3 million, overlapping interest expense for 30 days of approximately $2.7 million and a $3.3 million non-cash charge for the write off of unamortized deferred financing costs and discount related to the 2018 Notes. These amounts are included in interest expense in the condensed consolidated statements of operations. The 2023 Notes require semiannual interest payments, which commence on May 15, 2016. The 2023 Notes are unconditionally guaranteed on a senior basis by each of the Company’s existing and future domestic restricted subsidiaries which are borrowers under or guarantors of Central’s senior secured revolving credit facility. The 2023 Notes are unsecured senior obligations and are subordinated to all of the Company’s existing and future secured debt, including the Company’s Credit Facility, to the extent of the value of the collateral securing such indebtedness. The Company may redeem some or all of the 2023 Notes at any time, at its option, prior to November 15, 2018 at the principal amount plus a “make whole” premium. At any time prior to November 15, 2018, the Company may also redeem, at its option, up to 35% of the original aggregate principal amount of the notes with the proceeds of certain equity offerings at a redemption price of 106.125% of the principal amount of the notes. The Company may redeem some or all of the 2023 Notes, at its option, at any time on or after November 15, 2018 for 104.594%, on or after November 15, 2019 for 103.063%, on or after November 15, 2020 for 101.531% and on or after November 15, 2021 for 100%, plus accrued and unpaid interest. The holders of the 2023 Notes have the right to require the Company to repurchase all or a portion of the 2023 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 2023 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 covenants as of December 26, 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 December 26, 2015, there were borrowings of $42.0 million outstanding and no letters of credit outstanding under the Credit Facility. There were other letters of credit of $6.0 million outstanding as of December 26, 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. As of December 26, 2015, the borrowing availability was $293.0 million and the remaining borrowing availability, after taking into consideration $42.0 million of outstanding borrowings, was $251.0 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 December 26, 2015) and such applicable margin for Base Rate borrowings fluctuates between 0.25%-0.75% (and was 0.25% at December 26, 2015). As of December 26, 2015, the applicable interest rate related to Base Rate borrowings was 3.75%, and the applicable interest rate related to LIBOR-based borrowings was 1.49%. 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 December 26, 2015. |
Supplemental Equity Information
Supplemental Equity Information | 3 Months Ended |
Dec. 26, 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 three months ended December 26, 2015 and December 27, 2014: Controlling Interest (in thousands) Common Stock Class A Class B Stock Additional Retained Accumulated Total Noncontrolling Total Balance September 26, 2015 $ 119 $ 364 $ 16 $ 388,636 $ 115,987 $ 164 $ 505,286 $ 1,094 $ 506,380 Comprehensive loss (8,602 ) (233 ) (8,835 ) (21 ) (8,856 ) Amortization of share-based awards 1,625 1,625 1,625 Restricted share activity (216 ) (216 ) (216 ) Issuance of common stock 2 (360 ) (358 ) (358 ) Tax benefit on stock option exercise, net of tax deficiency 898 898 898 Distribution to Noncontrolling interest (592 ) (592 ) Balance December 26, 2015 $ 119 $ 366 $ 16 $ 390,583 $ 107,385 $ (69 ) $ 498,400 $ 481 $ 498,881 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 loss (5,697 ) (562 ) (6,259 ) 4 (6,255 ) Amortization of share-based awards 1,080 1,080 1,080 Restricted share activity (1 ) (144 ) (145 ) (145 ) Issuance of common stock 470 470 470 Repurchase of common stock (2 ) (4 ) (4,538 ) (563 ) (5,107 ) (5,107 ) Tax benefit on stock option exercise, net of tax deficiency 40 40 40 Distribution to Noncontrolling interest (1,680 ) (1,680 ) Balance December 27, 2014 $ 122 $ 364 $ 16 $ 393,494 $ 80,136 $ 670 $ 474,802 $ 54 $ 474,856 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Dec. 26, 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 $2.2 million and $1.6 million for the three month periods ended December 26, 2015 and December 27, 2014, respectively, as a component of selling, general and administrative expenses. The tax benefit associated with share-based compensation expense for the three month periods ended December 26, 2015 and December 27, 2014 was $0.8 million and $0.6 million, respectively. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Dec. 26, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 10. Earnings Per Share The potential effects of stock awards were excluded from the diluted earnings per share calculation for the three month periods ended December 26, 2015 and December 27, 2014 because their inclusion in a net loss period would be anti-dilutive to the earnings per share calculation. |
Segment Information
Segment Information | 3 Months Ended |
Dec. 26, 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 December 26, 2015 December 27, 2014 Net sales: Pet segment $ 248,662 $ 199,320 Garden segment 111,150 108,000 Total net sales $ 359,812 $ 307,320 Income (loss) from operations: Pet segment 26,195 20,575 Garden segment (3,254 ) (3,535 ) Corporate (14,168 ) (15,902 ) Total income from operations 8,773 1,138 Interest expense - net (22,123 ) (10,432 ) Other expense (473 ) (368 ) Income tax benefit (5,200 ) (3,969 ) Loss including noncontrolling interest (8,623 ) (5,693 ) Net income (loss) attributable to noncontrolling interest (21 ) 4 Net loss attributable to Central Garden & Pet Company $ (8,602 ) $ (5,697 ) Depreciation and amortization: Pet segment $ 4,464 3,941 Garden segment 1,685 1,566 Corporate 2,883 2,957 Total depreciation and amortization $ 9,032 $ 8,464 December 26, 2015 December 27, 2014 September 26, 2015 Assets: Pet segment $ 540,218 $ 425,528 $ 465,171 Garden segment 342,811 350,835 310,981 Corporate 328,180 407,944 355,445 Total assets $ 1,211,209 $ 1,184,307 $ 1,131,597 Goodwill (included in corporate assets above): Pet segment $ 209,089 $ 208,233 $ 209,089 |
Consolidating Condensed Financi
Consolidating Condensed Financial Information of Guarantor Subsidiaries | 3 Months Ended |
Dec. 26, 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 2023 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, Incorporated 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 December 26, 2015 (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated Net sales $ 137,027 $ 15,270 $ 222,164 $ (14,649 ) $ 359,812 Cost of goods sold and occupancy 110,259 12,946 150,489 (13,668 ) 260,026 Gross profit 26,768 2,324 71,675 (981 ) 99,786 Selling, general and administrative expenses 32,954 3,779 55,261 (981 ) 91,013 Income (loss) from operations (6,186 ) (1,455 ) 16,414 0 8,773 Interest expense (22,508 ) (12 ) 375 0 (22,145 ) Interest income 21 1 0 0 22 Other income (expense) (835 ) (66 ) 428 0 (473 ) Income (loss) before taxes and equity in earnings (loss) of affiliates (29,508 ) (1,532 ) 17,217 0 (13,823 ) Income tax expense (benefit) (11,145 ) (497 ) 6,442 0 (5,200 ) Equity in earnings (loss) of affiliates 9,761 0 (762 ) (8,999 ) 0 Net income (loss) including noncontrolling interest (8,602 ) (1,035 ) 10,013 (8,999 ) (8,623 ) Net loss attributable to noncontrolling interest 0 (21 ) 0 0 (21 ) Net income (loss) attributable to Central Garden & Pet Company $ (8,602 ) $ (1,014 ) $ 10,013 $ (8,999 ) $ (8,602 ) CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Three Months Ended December 27, 2014 (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated Net sales $ 96,962 $ 17,323 $ 207,125 $ (14,090 ) $ 307,320 Cost of goods sold and occupancy 78,779 14,578 139,091 (13,109 ) 219,339 Gross profit 18,183 2,745 68,034 (981 ) 87,981 Selling, general and administrative expenses 27,851 3,999 55,974 (981 ) 86,843 Income (loss) from operations (9,668 ) (1,254 ) 12,060 0 1,138 Interest expense (10,487 ) (15 ) (1 ) 0 (10,503 ) Interest income 70 1 0 0 71 Other expense (330 ) 0 (38 ) 0 (368 ) Income (loss) before taxes and equity in earnings (loss) of affiliates (20,415 ) (1,268 ) 12,021 0 (9,662 ) Income tax expense (benefit) (8,457 ) (444 ) 4,932 0 (3,969 ) Equity in earnings (loss) of affiliates 6,261 0 (587 ) (5,674 ) 0 Net income (loss) including noncontrolling interest (5,697 ) (824 ) 6,502 (5,674 ) (5,693 ) Net income attributable to noncontrolling interest 0 4 0 0 4 Net income (loss) attributable to Central Garden & Pet Company $ (5,697 ) $ (828 ) $ 6,502 $ (5,674 ) $ (5,697 ) CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended December 26, 2015 (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ (8,602 ) $ (1,035 ) $ 10,013 $ (8,999 ) $ (8,623 ) Other comprehensive loss: Foreign currency translation (233 ) (142 ) (51 ) 193 (233 ) Total comprehensive income (loss) (8,835 ) (1,177 ) 9,962 (8,806 ) (8,856 ) Comprehensive loss attributable to noncontrolling interests 0 (21 ) 0 0 (21 ) Comprehensive income (loss) attributable to Central Garden & Pet Company $ (8,835 ) $ (1,156 ) $ 9,962 $ (8,806 ) $ (8,835 ) CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended December 27, 2014 (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ (5,697 ) $ (824 ) $ 6,502 $ (5,674 ) $ (5,693 ) Other comprehensive loss: Foreign currency translation (552 ) (345 ) (104 ) 449 (552 ) Unrealized loss on securities (10 ) (0 ) (0 ) (0 ) (10 ) Total comprehensive income (loss) (6,259 ) (1,169 ) 6,398 (5,225 ) (6,255 ) Comprehensive income attributable to noncontrolling interests 0 4 0 0 4 Comprehensive income (loss) attributable to Central Garden & Pet Company $ (6,259 ) $ (1,173 ) $ 6,398 $ (5,225 ) $ (6,259 ) CONSOLIDATING CONDENSED BALANCE SHEET December 26, 2015 (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 3,162 $ 5,034 $ 810 $ 0 $ 9,006 Restricted cash 11,939 0 0 0 11,939 Accounts receivable, net 74,855 7,398 113,104 0 195,357 Inventories 142,215 17,252 256,991 0 416,458 Prepaid expenses and other 35,478 957 23,438 0 59,873 Total current assets 267,649 30,641 394,343 0 692,633 Land, buildings, improvements and equipment, net 51,182 3,787 108,979 0 163,948 Goodwill 0 0 209,089 0 209,089 Other long-term assets 68,077 3,539 75,988 (2,065 ) 145,539 Intercompany receivable 33,184 0 459,209 (492,393 ) 0 Investment in subsidiaries 1,062,324 0 0 (1,062,324 ) 0 Total $ 1,482,416 $ 37,967 $ 1,247,608 $ (1,556,782 ) $ 1,211,209 LIABILITIES AND EQUITY Accounts payable $ 54,043 $ 9,084 $ 65,964 $ 0 $ 129,091 Accrued expenses 42,452 1,520 45,075 0 89,047 Current portion of long-term debt 262 0 30 0 292 Total current liabilities 96,757 10,604 111,069 0 218,430 Long-term debt 435,835 0 58 0 435,893 Intercompany payable 447,265 45,128 0 (492,393 ) 0 Losses in excess of investment in subsidiaries 0 0 17,513 (17,513 ) 0 Other long-term obligations 4,159 0 55,911 (2,065 ) 58,005 Total Central Garden & Pet shareholders’ equity 498,400 (18,246 ) 1,063,057 (1,044,811 ) 498,400 Noncontrolling interest 0 481 0 0 481 Total equity 498,400 (17,765 ) 1,063,057 (1,044,811 ) 498,881 Total $ 1,482,416 $ 37,967 $ 1,247,608 $ (1,556,782 ) $ 1,211,209 CONSOLIDATING CONDENSED BALANCE SHEET December 27, 2014 (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 71,579 $ 5,505 $ 2,504 $ 0 $ 79,588 Restricted cash 19,690 0 0 0 19,690 Short term investments 9,992 0 0 0 9,992 Accounts receivable, net 38,580 7,573 96,724 0 142,877 Inventories 101,870 22,481 275,585 0 399,936 Prepaid expenses and other 33,095 962 30,223 0 64,280 Total current assets 274,806 36,521 405,036 0 716,363 Land, buildings, improvements and equipment, net 59,829 3,607 100,110 0 163,546 Goodwill 0 0 208,233 0 208,233 Other long-term assets 17,153 4,121 83,088 (8,197 ) 96,165 Intercompany receivable 37,337 0 378,847 (416,184 ) 0 Investment in subsidiaries 989,226 0 0 (989,226 ) 0 Total $ 1,378,351 $ 44,249 $ 1,175,314 $ (1,413,607 ) $ 1,184,307 LIABILITIES AND EQUITY Accounts payable $ 39,847 $ 10,077 $ 78,561 $ 0 $ 128,485 Accrued expenses 47,888 1,751 43,569 0 93,208 Current portion of long-term debt 50,259 0 30 50,289 Total current liabilities 137,994 11,828 122,160 0 271,982 Long-term debt 395,170 0 87 0 395,257 Intercompany payable 368,765 47,419 0 (416,184 ) 0 Losses in excess of investment in subsidiaries 0 0 14,900 (14,900 ) 0 Other long-term obligations 1,620 0 48,789 (8,197 ) 42,212 Central Garden & Pet shareholders’ equity 474,802 (15,052 ) 989,378 (974,326 ) 474,802 Noncontrolling interest 0 54 0 0 54 Total equity 474,802 (14,998 ) 989,378 (974,326 ) 474,856 Total $ 1,378,351 $ 44,249 $ 1,175,314 $ (1,413,607 ) $ 1,184,307 CONSOLIDATING CONDENSED BALANCE SHEET September 26, 2015 (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 37,131 $ 10,022 $ 431 $ 0 $ 47,584 Restricted cash 13,157 0 0 0 13,157 Accounts receivable, net 51,376 6,775 149,251 0 207,402 Inventories 101,952 11,690 222,304 0 335,946 Prepaid expenses and other assets 23,807 848 25,076 0 49,731 Total current assets 227,423 29,335 397,062 0 653,820 Land, buildings, improvements and equipment, net 53,044 3,663 106,102 0 162,809 Goodwill 0 0 209,089 0 209,089 Other long-term assets 30,831 3,662 77,519 (6,133 ) 105,879 Intercompany receivable 10,311 0 440,327 (450,638 ) 0 Investment in subsidiaries 1,052,755 0 0 (1,052,755 ) 0 Total $ 1,374,364 $ 36,660 $ 1,230,099 $ (1,509,526 ) $ 1,131,597 LIABILITIES AND EQUITY Accounts payable $ 23,544 $ 2,543 $ 62,802 $ 0 $ 88,889 Accrued expenses and other liabilities 39,680 1,789 46,255 0 87,724 Current portion of long term debt 261 0 30 0 291 Total current liabilities 63,485 4,332 109,087 0 176,904 Long-term debt 396,626 0 65 0 396,691 Intercompany payable 407,197 43,441 0 (450,638 ) 0 Losses in excess of investment in subsidiaries 0 0 11,867 (11,867 ) 0 Other long-term obligations 1,770 0 55,985 (6,133 ) 51,622 Shareholders’ equity attributable to Central Garden & Pet 505,286 (12,207 ) 1,053,095 (1,040,888 ) 505,286 Noncontrolling interest 0 1,094 0 0 1,094 Total equity 505,286 (11,113 ) 1,053,095 (1,040,888 ) 506,380 Total $ 1,374,364 $ 36,660 $ 1,230,099 $ (1,509,526 ) $ 1,131,597 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Three Months Ended December 26, 2015 (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated Net cash provided (used) by operating activities $ (18,211 ) $ (1,039 ) $ 23,653 $ (4,884 ) $ (481 ) Additions to property, plant and equipment (606 ) (226 ) (4,424 ) 0 (5,256 ) Payments to acquire companies, net of cash acquired (68,529 ) 0 0 0 (68,529 ) Change in restricted cash and cash equivalents 1,218 (0 ) (0 ) (0 ) 1,218 Other investing activities (200 ) (200 ) Intercompany investing activities (22,874 ) (0 ) (18,881 ) 41,755 0 Net cash used by investing activities (90,991 ) (226 ) (23,305 ) 41,755 (72,767 ) Repayments on revolving line of credit (37,000 ) 0 0 0 (37,000 ) Borrowings on revolving line of credit 79,000 0 0 0 79,000 Repayments of long-term debt (400,064 ) (0 ) (8 ) (0 ) (400,072 ) Issuance of long-term debt 400,000 400,000 Excess tax benefits from stock-based awards 900 0 0 0 900 Repurchase of common stock (1,167 ) (0 ) (0 ) (0 ) (1,167 ) Distribution to parent 0 (4,884 ) 0 4,884 0 Distribution to noncontrolling interest 0 (592 ) 0 0 (592 ) Payment of financing costs (6,324 ) (6,324 ) Intercompany financing activities 40,069 1,686 0 (41,755 ) 0 Net cash (used) provided by financing activities 75,414 (3,790 ) (8 ) (36,871 ) 34,745 Effect of exchange rates on cash (181 ) 67 39 (0 ) (75 ) Net increase (decrease) in cash and cash equivalents (33,969 ) (4,988 ) 379 0 (38,578 ) Cash and cash equivalents at beginning of period 37,131 10,022 431 0 47,584 Cash and cash equivalents at end of period $ 3,162 $ 5,034 $ 810 $ 0 $ 9,006 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Three Months Ended December 27, 2014 (in thousands) Parent Non-Guarantor Guarantor Subsidiaries Eliminations Consolidated Net cash (used) provided by operating activities $ (6,874 ) $ (1,400 ) $ 30,845 $ (6,719 ) $ 15,852 Additions to property, plant and equipment (589 ) (64 ) (3,416 ) 0 (4,069 ) Change in restricted cash and cash equivalents (5,407 ) 0 0 0 (5,407 ) Investment in short term investments (12 ) 0 0 0 (12 ) Intercompany investing activities (20,431 ) 0 (27,423 ) 47,854 0 Net cash (used) provided by investing activities (26,439 ) (64 ) (30,839 ) 47,854 (9,488 ) Repayments of long-term debt (67 ) 0 (5 ) 0 (72 ) Proceeds from issuance of common stock 188 0 0 0 188 Excess tax benefits from stock-based awards 40 0 0 0 40 Repurchase of common stock (3,742 ) 0 0 0 (3,742 ) Distribution to parent 0 (6,719 ) 0 6,719 0 Distribution to noncontrolling interest 0 (1,680 ) 0 0 (1,680 ) Intercompany financing activities 45,450 2,404 0 (47,854 ) 0 Net cash provided (used) by financing activities 41,869 (5,995 ) (5 ) (41,135 ) (5,266 ) Effect of exchange rates on cash (448 ) 158 104 0 (186 ) Net increase (decrease) in cash and cash equivalents 8,108 (7,301 ) 105 0 912 Cash and cash equivalents at beginning of year 63,471 12,806 2,399 0 78,676 Cash and cash equivalents at end of year $ 71,579 $ 5,505 $ 2,504 $ 0 $ 79,588 |
Contingencies
Contingencies | 3 Months Ended |
Dec. 26, 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. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Dec. 26, 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 may also enter 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 December 26, 2015 and December 27, 2014, the Company had no outstanding derivative instruments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted 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 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. Interest – Imputation of Interest (Subtopic 835-30). Business Combinations In September 2015, the FASB issued ASU No. 2015-16 (ASU 2015-16), Simplifying the Accounting for Measurement-Period Adjustments Accounting Standards Not Yet Adopted Revenue Recognition In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers 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 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 Balance Sheet Classification of Deferred Taxes . In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes Change in Accounting Principle Prior to its early adoption of ASU 2015-03, the Company recorded issuance costs associated with its long term debt as a long-term asset on its consolidated balance sheet. The guidance in ASU 2015-03 requires the Company to present debt issuance costs in the consolidated balance sheet as a direct deduction from the carrying amount of the related debt liability. Changes in accounting principles are to be reported through retrospective application of the new principle to all prior financial statement periods presented. Accordingly, the condensed consolidated balance sheets have been adjusted to reflect the effects of reclassifying debt issuance costs from long-term assets to a direct deduction from the carrying amount of the related debt liability as follows. Financial Statement Line Item Previously Reported September 26, 2015 Reclassifications As Adjusted September 26, 2015 Other assets $ 33,576 $ (3,157 ) $ 30,419 Total assets 1,134,754 (3,157 ) 1,131,597 Long term debt 399,848 (3,157 ) 396,691 Total liabilities and equity 1,134,754 (3,157 ) 1,131,597 Financial Statement Line Item Previously Reported December 27, 2014 Reclassifications As Adjusted December 27, 2014 Other assets $ 13,760 $ (4,656 ) $ 9,104 Total assets 1,188,963 (4,656 ) 1,184,307 Long term debt 399,913 (4,656 ) 395,257 Total liabilities and equity 1,188,963 (4,656 ) 1,184,307 |
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. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 3 Months Ended |
Dec. 26, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Effects of Reclassifying Debt Issuance Costs from Long Term Assets to a Direct Deduction from Carrying Amount of Related Debt Liability | Accordingly, the condensed consolidated balance sheets have been adjusted to reflect the effects of reclassifying debt issuance costs from long-term assets to a direct deduction from the carrying amount of the related debt liability as follows. Financial Statement Line Item Previously Reported September 26, 2015 Reclassifications As Adjusted September 26, 2015 Other assets $ 33,576 $ (3,157 ) $ 30,419 Total assets 1,134,754 (3,157 ) 1,131,597 Long term debt 399,848 (3,157 ) 396,691 Total liabilities and equity 1,134,754 (3,157 ) 1,131,597 Financial Statement Line Item Previously Reported December 27, 2014 Reclassifications As Adjusted December 27, 2014 Other assets $ 13,760 $ (4,656 ) $ 9,104 Total assets 1,188,963 (4,656 ) 1,184,307 Long term debt 399,913 (4,656 ) 395,257 Total liabilities and equity 1,188,963 (4,656 ) 1,184,307 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Dec. 26, 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 December 26, 2015 (in thousands): Level 1 Level 2 Level 3 Total Liabilities: Liability for contingent consideration (b) $ 0 $ 0 $ 5,625 $ 5,625 Total liabilities $ 0 $ 0 $ 5,625 $ 5,625 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 December 27, 2014 (in thousands): Level 1 Level 2 Level 3 Total Assets: Short term investments (a) $ 9,992 $ 0 $ 0 $ 9,992 Total assets $ 9,992 $ 0 $ 0 $ 9,992 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 26, 2015: Level 1 Level 2 Level 3 Total Liabilities: Liability for contingent consideration (b) $ 0 $ 0 $ 3,625 $ 3,625 Total liabilities $ 0 $ 0 $ 3,625 $ 3,625 (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 and future performance-based contingent payments for Hydro-Organics Wholesale, Inc., acquired in October 2015. The fair value of the estimated 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. |
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 December 26, 2015 and December 27, 2014 (in thousands): Amount Balance as of September 26, 2015 $ 3,625 Estimated contingent performance-based consideration established at the time of acquisition 2,000 Changes in the fair value of contingent performance-based payments established at the time of acquisition 0 Balance as of December 26, 2015 $ 5,625 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 0 Balance as of December 27, 2014 $ 4,414 |
Inventories, net (Tables)
Inventories, net (Tables) | 3 Months Ended |
Dec. 26, 2015 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories, Net of Allowance for Obsolescence | Inventories, net of allowance for obsolescence, consist of the following (in thousands): December 26, 2015 December 27, 2014 September 26, 2015 Raw materials $ 118,827 $ 111,012 $ 94,969 Work in progress 15,086 13,006 15,268 Finished goods 271,134 260,314 215,673 Supplies 11,411 15,604 10,036 Total inventories, net $ 416,458 $ 399,936 $ 335,946 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 3 Months Ended |
Dec. 26, 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 Accumulated Net (in millions) December 26, 2015 Marketing-related intangible assets – amortizable $ 14.1 $ (10.7 ) $ 0 $ 3.4 Marketing-related intangible assets – nonamortizable 59.6 0 (24.2 ) 35.4 Total 73.7 (10.7 ) (24.2 ) 38.8 Customer-related intangible assets – amortizable 43.3 (22.8 ) 0 20.5 Other acquired intangible assets – amortizable 19.3 (10.7 ) 0 8.6 Other acquired intangible assets – nonamortizable 7.8 0 (1.2 ) 6.6 Total 27.1 (10.7 ) (1.2 ) 15.2 Total other intangible assets $ 144.1 $ (44.2 ) $ (25.4 ) $ 74.5 Gross Accumulated Accumulated Net (in millions) December 27, 2014 Marketing-related intangible assets – amortizable $ 15.5 $ (10.1 ) $ 0 $ 5.4 Marketing-related intangible assets – nonamortizable 59.6 0 (16.9 ) 42.7 Total 75.1 (10.1 ) (16.9 ) 48.1 Customer-related intangible assets – amortizable 42.8 (20.7 ) 0 22.1 Other acquired intangible assets – amortizable 19.4 (9.0 ) 0 10.4 Other acquired intangible assets – nonamortizable 7.7 0 (1.2 ) 6.5 Total 27.1 (9.0 ) (1.2 ) 16.9 Total other intangible assets $ 145.0 $ (39.8 ) $ (18.1 ) $ 87.1 Gross Accumulated Accumulated Net (in millions) September 26, 2015 Marketing-related intangible assets – amortizable $ 14.1 $ (10.4 ) $ 0 $ 3.7 Marketing-related intangible assets – nonamortizable 59.6 0 (24.2 ) 35.4 Total 73.7 (10.4 ) (24.2 ) 39.1 Customer-related intangible assets – amortizable 43.3 (22.3 ) 0 21.0 Other acquired intangible assets – amortizable 19.3 (10.5 ) 0 8.8 Other acquired intangible assets – nonamortizable 7.8 0 (1.2 ) 6.6 Total 27.1 (10.5 ) (1.2 ) 15.4 Total other intangible assets $ 144.1 $ (43.2 ) $ (25.4 ) $ 75.5 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Dec. 26, 2015 | |
Debt Disclosure [Abstract] | |
Components of Long-Term Debt | Long-term debt consists of the following: December 26, 2015 December 27, 2014 September 26, 2015 (in thousands) Senior notes, interest at 6.125%, payable semi-annually, principal due May 2023 $ 400,000 $ 0 $ 0 Senior subordinated notes, interest at 8.25%, payable semi-annually, repaid in December 2015 0 450,000 400,000 Unamortized discount 0 (440 ) (309 ) Unamortized debt issuance costs (6,194 ) (4,656 ) (3,157 ) Net carrying value 393,806 444,904 396,534 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 42,000 0 0 Other notes payable 379 642 448 Total 436,185 445,546 396,982 Less current portion (292 ) (50,289 ) (291 ) Long-term portion $ 435,893 $ 395,257 $ 396,691 |
Supplemental Equity Informati26
Supplemental Equity Information (Tables) | 3 Months Ended |
Dec. 26, 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 three months ended December 26, 2015 and December 27, 2014: Controlling Interest (in thousands) Common Stock Class A Class B Stock Additional Retained Accumulated Total Noncontrolling Total Balance September 26, 2015 $ 119 $ 364 $ 16 $ 388,636 $ 115,987 $ 164 $ 505,286 $ 1,094 $ 506,380 Comprehensive loss (8,602 ) (233 ) (8,835 ) (21 ) (8,856 ) Amortization of share-based awards 1,625 1,625 1,625 Restricted share activity (216 ) (216 ) (216 ) Issuance of common stock 2 (360 ) (358 ) (358 ) Tax benefit on stock option exercise, net of tax deficiency 898 898 898 Distribution to Noncontrolling interest (592 ) (592 ) Balance December 26, 2015 $ 119 $ 366 $ 16 $ 390,583 $ 107,385 $ (69 ) $ 498,400 $ 481 $ 498,881 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 loss (5,697 ) (562 ) (6,259 ) 4 (6,255 ) Amortization of share-based awards 1,080 1,080 1,080 Restricted share activity (1 ) (144 ) (145 ) (145 ) Issuance of common stock 470 470 470 Repurchase of common stock (2 ) (4 ) (4,538 ) (563 ) (5,107 ) (5,107 ) Tax benefit on stock option exercise, net of tax deficiency 40 40 40 Distribution to Noncontrolling interest (1,680 ) (1,680 ) Balance December 27, 2014 $ 122 $ 364 $ 16 $ 393,494 $ 80,136 $ 670 $ 474,802 $ 54 $ 474,856 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Dec. 26, 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 December 26, 2015 December 27, 2014 Net sales: Pet segment $ 248,662 $ 199,320 Garden segment 111,150 108,000 Total net sales $ 359,812 $ 307,320 Income (loss) from operations: Pet segment 26,195 20,575 Garden segment (3,254 ) (3,535 ) Corporate (14,168 ) (15,902 ) Total income from operations 8,773 1,138 Interest expense - net (22,123 ) (10,432 ) Other expense (473 ) (368 ) Income tax benefit (5,200 ) (3,969 ) Loss including noncontrolling interest (8,623 ) (5,693 ) Net income (loss) attributable to noncontrolling interest (21 ) 4 Net loss attributable to Central Garden & Pet Company $ (8,602 ) $ (5,697 ) Depreciation and amortization: Pet segment $ 4,464 3,941 Garden segment 1,685 1,566 Corporate 2,883 2,957 Total depreciation and amortization $ 9,032 $ 8,464 December 26, 2015 December 27, 2014 September 26, 2015 Assets: Pet segment $ 540,218 $ 425,528 $ 465,171 Garden segment 342,811 350,835 310,981 Corporate 328,180 407,944 355,445 Total assets $ 1,211,209 $ 1,184,307 $ 1,131,597 Goodwill (included in corporate assets above): Pet segment $ 209,089 $ 208,233 $ 209,089 |
Consolidating Condensed Finan28
Consolidating Condensed Financial Information of Guarantor Subsidiaries (Tables) | 3 Months Ended |
Dec. 26, 2015 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Consolidating Condensed Statement of Operations | CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Three Months Ended December 26, 2015 (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated Net sales $ 137,027 $ 15,270 $ 222,164 $ (14,649 ) $ 359,812 Cost of goods sold and occupancy 110,259 12,946 150,489 (13,668 ) 260,026 Gross profit 26,768 2,324 71,675 (981 ) 99,786 Selling, general and administrative expenses 32,954 3,779 55,261 (981 ) 91,013 Income (loss) from operations (6,186 ) (1,455 ) 16,414 0 8,773 Interest expense (22,508 ) (12 ) 375 0 (22,145 ) Interest income 21 1 0 0 22 Other income (expense) (835 ) (66 ) 428 0 (473 ) Income (loss) before taxes and equity in earnings (loss) of affiliates (29,508 ) (1,532 ) 17,217 0 (13,823 ) Income tax expense (benefit) (11,145 ) (497 ) 6,442 0 (5,200 ) Equity in earnings (loss) of affiliates 9,761 0 (762 ) (8,999 ) 0 Net income (loss) including noncontrolling interest (8,602 ) (1,035 ) 10,013 (8,999 ) (8,623 ) Net loss attributable to noncontrolling interest 0 (21 ) 0 0 (21 ) Net income (loss) attributable to Central Garden & Pet Company $ (8,602 ) $ (1,014 ) $ 10,013 $ (8,999 ) $ (8,602 ) CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Three Months Ended December 27, 2014 (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated Net sales $ 96,962 $ 17,323 $ 207,125 $ (14,090 ) $ 307,320 Cost of goods sold and occupancy 78,779 14,578 139,091 (13,109 ) 219,339 Gross profit 18,183 2,745 68,034 (981 ) 87,981 Selling, general and administrative expenses 27,851 3,999 55,974 (981 ) 86,843 Income (loss) from operations (9,668 ) (1,254 ) 12,060 0 1,138 Interest expense (10,487 ) (15 ) (1 ) 0 (10,503 ) Interest income 70 1 0 0 71 Other expense (330 ) 0 (38 ) 0 (368 ) Income (loss) before taxes and equity in earnings (loss) of affiliates (20,415 ) (1,268 ) 12,021 0 (9,662 ) Income tax expense (benefit) (8,457 ) (444 ) 4,932 0 (3,969 ) Equity in earnings (loss) of affiliates 6,261 0 (587 ) (5,674 ) 0 Net income (loss) including noncontrolling interest (5,697 ) (824 ) 6,502 (5,674 ) (5,693 ) Net income attributable to noncontrolling interest 0 4 0 0 4 Net income (loss) attributable to Central Garden & Pet Company $ (5,697 ) $ (828 ) $ 6,502 $ (5,674 ) $ (5,697 ) |
Consolidating Condensed Statements of Comprehensive Income (Loss) | CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended December 26, 2015 (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ (8,602 ) $ (1,035 ) $ 10,013 $ (8,999 ) $ (8,623 ) Other comprehensive loss: Foreign currency translation (233 ) (142 ) (51 ) 193 (233 ) Total comprehensive income (loss) (8,835 ) (1,177 ) 9,962 (8,806 ) (8,856 ) Comprehensive loss attributable to noncontrolling interests 0 (21 ) 0 0 (21 ) Comprehensive income (loss) attributable to Central Garden & Pet Company $ (8,835 ) $ (1,156 ) $ 9,962 $ (8,806 ) $ (8,835 ) CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended December 27, 2014 (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ (5,697 ) $ (824 ) $ 6,502 $ (5,674 ) $ (5,693 ) Other comprehensive loss: Foreign currency translation (552 ) (345 ) (104 ) 449 (552 ) Unrealized loss on securities (10 ) (0 ) (0 ) (0 ) (10 ) Total comprehensive income (loss) (6,259 ) (1,169 ) 6,398 (5,225 ) (6,255 ) Comprehensive income attributable to noncontrolling interests 0 4 0 0 4 Comprehensive income (loss) attributable to Central Garden & Pet Company $ (6,259 ) $ (1,173 ) $ 6,398 $ (5,225 ) $ (6,259 ) |
Consolidating Condensed Balance Sheet | CONSOLIDATING CONDENSED BALANCE SHEET December 26, 2015 (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 3,162 $ 5,034 $ 810 $ 0 $ 9,006 Restricted cash 11,939 0 0 0 11,939 Accounts receivable, net 74,855 7,398 113,104 0 195,357 Inventories 142,215 17,252 256,991 0 416,458 Prepaid expenses and other 35,478 957 23,438 0 59,873 Total current assets 267,649 30,641 394,343 0 692,633 Land, buildings, improvements and equipment, net 51,182 3,787 108,979 0 163,948 Goodwill 0 0 209,089 0 209,089 Other long-term assets 68,077 3,539 75,988 (2,065 ) 145,539 Intercompany receivable 33,184 0 459,209 (492,393 ) 0 Investment in subsidiaries 1,062,324 0 0 (1,062,324 ) 0 Total $ 1,482,416 $ 37,967 $ 1,247,608 $ (1,556,782 ) $ 1,211,209 LIABILITIES AND EQUITY Accounts payable $ 54,043 $ 9,084 $ 65,964 $ 0 $ 129,091 Accrued expenses 42,452 1,520 45,075 0 89,047 Current portion of long-term debt 262 0 30 0 292 Total current liabilities 96,757 10,604 111,069 0 218,430 Long-term debt 435,835 0 58 0 435,893 Intercompany payable 447,265 45,128 0 (492,393 ) 0 Losses in excess of investment in subsidiaries 0 0 17,513 (17,513 ) 0 Other long-term obligations 4,159 0 55,911 (2,065 ) 58,005 Total Central Garden & Pet shareholders’ equity 498,400 (18,246 ) 1,063,057 (1,044,811 ) 498,400 Noncontrolling interest 0 481 0 0 481 Total equity 498,400 (17,765 ) 1,063,057 (1,044,811 ) 498,881 Total $ 1,482,416 $ 37,967 $ 1,247,608 $ (1,556,782 ) $ 1,211,209 CONSOLIDATING CONDENSED BALANCE SHEET December 27, 2014 (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 71,579 $ 5,505 $ 2,504 $ 0 $ 79,588 Restricted cash 19,690 0 0 0 19,690 Short term investments 9,992 0 0 0 9,992 Accounts receivable, net 38,580 7,573 96,724 0 142,877 Inventories 101,870 22,481 275,585 0 399,936 Prepaid expenses and other 33,095 962 30,223 0 64,280 Total current assets 274,806 36,521 405,036 0 716,363 Land, buildings, improvements and equipment, net 59,829 3,607 100,110 0 163,546 Goodwill 0 0 208,233 0 208,233 Other long-term assets 17,153 4,121 83,088 (8,197 ) 96,165 Intercompany receivable 37,337 0 378,847 (416,184 ) 0 Investment in subsidiaries 989,226 0 0 (989,226 ) 0 Total $ 1,378,351 $ 44,249 $ 1,175,314 $ (1,413,607 ) $ 1,184,307 LIABILITIES AND EQUITY Accounts payable $ 39,847 $ 10,077 $ 78,561 $ 0 $ 128,485 Accrued expenses 47,888 1,751 43,569 0 93,208 Current portion of long-term debt 50,259 0 30 50,289 Total current liabilities 137,994 11,828 122,160 0 271,982 Long-term debt 395,170 0 87 0 395,257 Intercompany payable 368,765 47,419 0 (416,184 ) 0 Losses in excess of investment in subsidiaries 0 0 14,900 (14,900 ) 0 Other long-term obligations 1,620 0 48,789 (8,197 ) 42,212 Central Garden & Pet shareholders’ equity 474,802 (15,052 ) 989,378 (974,326 ) 474,802 Noncontrolling interest 0 54 0 0 54 Total equity 474,802 (14,998 ) 989,378 (974,326 ) 474,856 Total $ 1,378,351 $ 44,249 $ 1,175,314 $ (1,413,607 ) $ 1,184,307 CONSOLIDATING CONDENSED BALANCE SHEET September 26, 2015 (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 37,131 $ 10,022 $ 431 $ 0 $ 47,584 Restricted cash 13,157 0 0 0 13,157 Accounts receivable, net 51,376 6,775 149,251 0 207,402 Inventories 101,952 11,690 222,304 0 335,946 Prepaid expenses and other assets 23,807 848 25,076 0 49,731 Total current assets 227,423 29,335 397,062 0 653,820 Land, buildings, improvements and equipment, net 53,044 3,663 106,102 0 162,809 Goodwill 0 0 209,089 0 209,089 Other long-term assets 30,831 3,662 77,519 (6,133 ) 105,879 Intercompany receivable 10,311 0 440,327 (450,638 ) 0 Investment in subsidiaries 1,052,755 0 0 (1,052,755 ) 0 Total $ 1,374,364 $ 36,660 $ 1,230,099 $ (1,509,526 ) $ 1,131,597 LIABILITIES AND EQUITY Accounts payable $ 23,544 $ 2,543 $ 62,802 $ 0 $ 88,889 Accrued expenses and other liabilities 39,680 1,789 46,255 0 87,724 Current portion of long term debt 261 0 30 0 291 Total current liabilities 63,485 4,332 109,087 0 176,904 Long-term debt 396,626 0 65 0 396,691 Intercompany payable 407,197 43,441 0 (450,638 ) 0 Losses in excess of investment in subsidiaries 0 0 11,867 (11,867 ) 0 Other long-term obligations 1,770 0 55,985 (6,133 ) 51,622 Shareholders’ equity attributable to Central Garden & Pet 505,286 (12,207 ) 1,053,095 (1,040,888 ) 505,286 Noncontrolling interest 0 1,094 0 0 1,094 Total equity 505,286 (11,113 ) 1,053,095 (1,040,888 ) 506,380 Total $ 1,374,364 $ 36,660 $ 1,230,099 $ (1,509,526 ) $ 1,131,597 |
Consolidating Condensed Statement of Cash Flows | CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Three Months Ended December 26, 2015 (in thousands) Parent Non- Guarantor Guarantor Subsidiaries Eliminations Consolidated Net cash provided (used) by operating activities $ (18,211 ) $ (1,039 ) $ 23,653 $ (4,884 ) $ (481 ) Additions to property, plant and equipment (606 ) (226 ) (4,424 ) 0 (5,256 ) Payments to acquire companies, net of cash acquired (68,529 ) 0 0 0 (68,529 ) Change in restricted cash and cash equivalents 1,218 (0 ) (0 ) (0 ) 1,218 Other investing activities (200 ) (200 ) Intercompany investing activities (22,874 ) (0 ) (18,881 ) 41,755 0 Net cash used by investing activities (90,991 ) (226 ) (23,305 ) 41,755 (72,767 ) Repayments on revolving line of credit (37,000 ) 0 0 0 (37,000 ) Borrowings on revolving line of credit 79,000 0 0 0 79,000 Repayments of long-term debt (400,064 ) (0 ) (8 ) (0 ) (400,072 ) Issuance of long-term debt 400,000 400,000 Excess tax benefits from stock-based awards 900 0 0 0 900 Repurchase of common stock (1,167 ) (0 ) (0 ) (0 ) (1,167 ) Distribution to parent 0 (4,884 ) 0 4,884 0 Distribution to noncontrolling interest 0 (592 ) 0 0 (592 ) Payment of financing costs (6,324 ) (6,324 ) Intercompany financing activities 40,069 1,686 0 (41,755 ) 0 Net cash (used) provided by financing activities 75,414 (3,790 ) (8 ) (36,871 ) 34,745 Effect of exchange rates on cash (181 ) 67 39 (0 ) (75 ) Net increase (decrease) in cash and cash equivalents (33,969 ) (4,988 ) 379 0 (38,578 ) Cash and cash equivalents at beginning of period 37,131 10,022 431 0 47,584 Cash and cash equivalents at end of period $ 3,162 $ 5,034 $ 810 $ 0 $ 9,006 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Three Months Ended December 27, 2014 (in thousands) Parent Non-Guarantor Guarantor Subsidiaries Eliminations Consolidated Net cash (used) provided by operating activities $ (6,874 ) $ (1,400 ) $ 30,845 $ (6,719 ) $ 15,852 Additions to property, plant and equipment (589 ) (64 ) (3,416 ) 0 (4,069 ) Change in restricted cash and cash equivalents (5,407 ) 0 0 0 (5,407 ) Investment in short term investments (12 ) 0 0 0 (12 ) Intercompany investing activities (20,431 ) 0 (27,423 ) 47,854 0 Net cash (used) provided by investing activities (26,439 ) (64 ) (30,839 ) 47,854 (9,488 ) Repayments of long-term debt (67 ) 0 (5 ) 0 (72 ) Proceeds from issuance of common stock 188 0 0 0 188 Excess tax benefits from stock-based awards 40 0 0 0 40 Repurchase of common stock (3,742 ) 0 0 0 (3,742 ) Distribution to parent 0 (6,719 ) 0 6,719 0 Distribution to noncontrolling interest 0 (1,680 ) 0 0 (1,680 ) Intercompany financing activities 45,450 2,404 0 (47,854 ) 0 Net cash provided (used) by financing activities 41,869 (5,995 ) (5 ) (41,135 ) (5,266 ) Effect of exchange rates on cash (448 ) 158 104 0 (186 ) Net increase (decrease) in cash and cash equivalents 8,108 (7,301 ) 105 0 912 Cash and cash equivalents at beginning of year 63,471 12,806 2,399 0 78,676 Cash and cash equivalents at end of year $ 71,579 $ 5,505 $ 2,504 $ 0 $ 79,588 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - USD ($) | Dec. 26, 2015 | Dec. 27, 2014 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Outstanding derivative instruments | $ 0 | $ 0 |
Subsidiaries [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Noncontrolling interest owned by the subsidiary | 20.00% |
Basis of Presentation - Schedul
Basis of Presentation - Schedule of Effects of Reclassifying Debt Issuance Costs from Long Term Assets to a Direct Deduction from Carrying Amount of Related Debt Liability (Detail) - USD ($) $ in Thousands | Dec. 26, 2015 | Sep. 26, 2015 | Dec. 27, 2014 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Other assets | $ 70,987 | $ 30,419 | $ 9,104 |
Total assets | 1,211,209 | 1,131,597 | 1,184,307 |
Long term debt | 435,893 | 396,691 | 395,257 |
Total liabilities and equity | $ 1,211,209 | 1,131,597 | 1,184,307 |
Previously Reported [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Other assets | 33,576 | 13,760 | |
Total assets | 1,134,754 | 1,188,963 | |
Long term debt | 399,848 | 399,913 | |
Total liabilities and equity | 1,134,754 | 1,188,963 | |
Reclassifications [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Other assets | (3,157) | (4,656) | |
Total assets | (3,157) | (4,656) | |
Long term debt | (3,157) | (4,656) | |
Total liabilities and equity | $ (3,157) | $ (4,656) |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 26, 2015 | Sep. 26, 2015 | Dec. 27, 2014 |
Assets: | |||
Total assets | $ 9,992 | ||
Liabilities: | |||
Total liabilities | $ 5,625 | $ 3,625 | 4,414 |
Liability for Contingent Consideration [Member] | |||
Liabilities: | |||
Total liabilities | 5,625 | 3,625 | 4,414 |
Short Term Investments [Member] | |||
Assets: | |||
Total assets | 9,992 | ||
Level 1 [Member] | |||
Assets: | |||
Total assets | 9,992 | ||
Liabilities: | |||
Total liabilities | 0 | 0 | 0 |
Level 1 [Member] | Liability for Contingent Consideration [Member] | |||
Liabilities: | |||
Total liabilities | 0 | 0 | 0 |
Level 1 [Member] | Short Term Investments [Member] | |||
Assets: | |||
Total assets | 9,992 | ||
Level 2 [Member] | |||
Assets: | |||
Total assets | 0 | ||
Liabilities: | |||
Total liabilities | 0 | 0 | 0 |
Level 2 [Member] | Liability for Contingent Consideration [Member] | |||
Liabilities: | |||
Total liabilities | 0 | 0 | 0 |
Level 2 [Member] | Short Term Investments [Member] | |||
Assets: | |||
Total assets | 0 | ||
Level 3 [Member] | |||
Assets: | |||
Total assets | 0 | ||
Liabilities: | |||
Total liabilities | 5,625 | 3,625 | 4,414 |
Level 3 [Member] | Liability for Contingent Consideration [Member] | |||
Liabilities: | |||
Total liabilities | $ 5,625 | $ 3,625 | 4,414 |
Level 3 [Member] | Short Term Investments [Member] | |||
Assets: | |||
Total assets | $ 0 |
Fair Value Measurements - Sum32
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Financial Instruments (Detail) - Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 26, 2015 | Dec. 27, 2014 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 3,625 | $ 4,414 |
Estimated contingent performance-based consideration established at the time of acquisition | 2,000 | |
Changes in the fair value of contingent performance-based payments established at the time of acquisition | 0 | 0 |
Ending balance | $ 5,625 | $ 4,414 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Nov. 09, 2015 | Dec. 26, 2015 | Jan. 31, 2015 | Dec. 26, 2015 | Sep. 26, 2015 | Dec. 27, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Carrying value of senior subordinated notes | $ 436,185,000 | $ 436,185,000 | $ 396,982,000 | $ 445,546,000 | ||
Senior Notes [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Redemption date of senior notes | Dec. 31, 2015 | Mar. 1, 2015 | ||||
Debt redemption price percentage | 102.063% | 102.063% | ||||
Senior Notes [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 | 396,500,000 | 444,900,000 | ||||
Senior Notes [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 | 410,500,000 | 461,900,000 | ||||
Senior Notes [Member] | 6.125% Senior Notes Due in November 2023 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Carrying value of senior subordinated notes | $ 400,000,000 | $ 393,800,000 | $ 393,800,000 | |||
Debt instrument interest rate stated, percentage | 6.125% | |||||
Senior notes due date | 2023-11 | |||||
Estimated fair value of senior notes | 404,000,000 | 404,000,000 | ||||
Senior Notes [Member] | 2018 Senior Notes [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt, aggregate principal amount | $ 50,000,000 | $ 400,000,000 | $ 450,000,000 | |||
Debt, redemption of principal amount | $ 400,000,000 | $ 50,000,000 | $ 400,000,000 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 01, 2015 | Oct. 01, 2015 | Jul. 31, 2015 | Dec. 26, 2015 | Sep. 26, 2015 | Dec. 27, 2014 |
Business Acquisition [Line Items] | ||||||
Excess of purchase price included in other assets | $ 59,873 | $ 49,731 | $ 64,280 | |||
National Consumers Outdoors Corp [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cost of acquisition | $ 61,000 | |||||
Excess of purchase price included in other assets | $ 34,000 | |||||
Hydro Organics Wholesale Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cost of acquisition | $ 7,800 | |||||
Excess of purchase price included in other assets | 6,000 | |||||
Contingent performance-based payments established at the time of acquisition | $ 2,000 | |||||
IMS Trading Corp [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cost of acquisition | $ 23,000 | |||||
Excess of purchase price included in other assets | $ 4,900 |
Inventories, Net - Summary of I
Inventories, Net - Summary of Inventories, Net of Allowance for Obsolescence (Detail) - USD ($) $ in Thousands | Dec. 26, 2015 | Sep. 26, 2015 | Dec. 27, 2014 |
Inventory, Net [Abstract] | |||
Raw materials | $ 118,827 | $ 94,969 | $ 111,012 |
Work in progress | 15,086 | 15,268 | 13,006 |
Finished goods | 271,134 | 215,673 | 260,314 |
Supplies | 11,411 | 10,036 | 15,604 |
Total inventories, net | $ 416,458 | $ 335,946 | $ 399,936 |
Other Intangible Assets - Compo
Other Intangible Assets - Components of Gross and Net Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 26, 2015 | Sep. 26, 2015 | Dec. 27, 2014 |
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | $ 144,100 | $ 144,100 | $ 145,000 |
Accumulated Amortization | (44,200) | (43,200) | (39,800) |
Accumulated Impairment | (25,400) | (25,400) | (18,100) |
Net Carrying Value | 74,552 | 75,460 | 87,061 |
Marketing-Related Intangible Assets [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 73,700 | 73,700 | 75,100 |
Accumulated Amortization | (10,700) | (10,400) | (10,100) |
Accumulated Impairment | (24,200) | (24,200) | (16,900) |
Net Carrying Value | 38,800 | 39,100 | 48,100 |
Other Acquired Intangible Assets [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 27,100 | 27,100 | 27,100 |
Accumulated Amortization | (10,700) | (10,500) | (9,000) |
Accumulated Impairment | (1,200) | (1,200) | (1,200) |
Net Carrying Value | 15,200 | 15,400 | 16,900 |
Amortizable [Member] | Marketing-Related Intangible Assets [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 14,100 | 14,100 | 15,500 |
Accumulated Amortization | (10,700) | (10,400) | (10,100) |
Accumulated Impairment | 0 | 0 | 0 |
Net Carrying Value | 3,400 | 3,700 | 5,400 |
Amortizable [Member] | Customer-Related Intangible Assets [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 43,300 | 43,300 | 42,800 |
Accumulated Amortization | (22,800) | (22,300) | (20,700) |
Accumulated Impairment | 0 | 0 | 0 |
Net Carrying Value | 20,500 | 21,000 | 22,100 |
Amortizable [Member] | Other Acquired Intangible Assets [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 19,300 | 19,300 | 19,400 |
Accumulated Amortization | (10,700) | (10,500) | (9,000) |
Accumulated Impairment | 0 | 0 | 0 |
Net Carrying Value | 8,600 | 8,800 | 10,400 |
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 |
Accumulated Impairment | (24,200) | (24,200) | (16,900) |
Net Carrying Value | 35,400 | 35,400 | 42,700 |
Nonamortizable [Member] | Other Acquired Intangible Assets [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Gross | 7,800 | 7,800 | 7,700 |
Accumulated Amortization | 0 | 0 | 0 |
Accumulated Impairment | (1,200) | (1,200) | (1,200) |
Net Carrying Value | $ 6,600 | $ 6,600 | $ 6,500 |
Other Intangible Assets - Addit
Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 26, 2015 | Dec. 27, 2014 | Sep. 26, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets, impairment charge | $ 7.3 | ||
Fair value of indefinite-lived intangible assets exceeds carrying value | $ 15 | ||
Amortization expense for intangibles | $ 1 | $ 0.9 | |
Estimated annual amortization expense related to acquired intangible assets, 2016 | 4 | ||
Estimated annual amortization expense related to acquired intangible assets, 2017 | 4 | ||
Estimated annual amortization expense related to acquired intangible assets, 2018 | 4 | ||
Estimated annual amortization expense related to acquired intangible assets, 2019 | 4 | ||
Estimated annual amortization expense related to acquired intangible assets, 2020 | $ 4 | ||
Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average remaining lives of acquired intangible assets | 1 year | ||
Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average remaining lives of acquired intangible assets | 25 years | ||
Marketing-Related Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average remaining lives of acquired intangible assets | 6 years | ||
Customer-Related Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average remaining lives of acquired intangible assets | 14 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 | Dec. 26, 2015 | Sep. 26, 2015 | Dec. 27, 2014 |
Components of long-term debt | |||
Total | $ 436,185 | $ 396,982 | $ 445,546 |
Less current portion | (292) | (291) | (50,289) |
Long-term portion | 435,893 | 396,691 | 395,257 |
Senior Notes [Member] | Senior Notes, Interest at 6.125%, Payable Semi-annually, Principal Due May 2023 [Member] | |||
Components of long-term debt | |||
Notes | 400,000 | 0 | 0 |
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 | 42,000 | 0 | 0 |
Senior Subordinated Notes [Member] | Senior Subordinated Notes, Interest at 8.25%, Payable Semi-annually, Repaid in December 2015 [Member] | |||
Components of long-term debt | |||
Notes | 0 | 400,000 | 450,000 |
Senior and Subordinated Notes [Member] | |||
Components of long-term debt | |||
Total | 393,806 | 396,534 | 444,904 |
Unamortized discount | 0 | (309) | (440) |
Unamortized debt issuance costs | (6,194) | (3,157) | (4,656) |
Other Notes Payable [Member] | |||
Components of long-term debt | |||
Total | $ 379 | $ 448 | $ 642 |
Long-Term Debt - Components o39
Long-Term Debt - Components of Long-Term Debt (Parenthetical) (Detail) | 3 Months Ended |
Dec. 26, 2015 | |
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% |
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% |
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% |
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% |
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% |
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% |
Senior Notes, Interest at 6.125%, Payable Semi-annually, Principal Due May 2023 [Member] | Senior Notes [Member] | |
Components of long-term debt | |
Debt instrument interest rate stated, percentage | 6.125% |
Debt instrument maturity period | May 1, 2023 |
Senior Subordinated Notes, Interest at 8.25%, Payable Semi-annually, Repaid in December 2015 [Member] | Senior Notes [Member] | |
Components of long-term debt | |
Debt instrument interest rate stated, percentage | 8.25% |
Debt instrument maturity period | Dec. 1, 2015 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | Dec. 26, 2015 | Nov. 09, 2015 | Dec. 26, 2015 | Jan. 31, 2015 | Dec. 26, 2015 | Dec. 27, 2014 | Sep. 26, 2015 | Dec. 05, 2013 |
Components of long-term debt | ||||||||
Debt, aggregate principal amount | $ 436,185,000 | $ 436,185,000 | $ 436,185,000 | $ 445,546,000 | $ 396,982,000 | |||
Debt issuance cost | $ 6,300,000 | |||||||
Interest expense | 22,145,000 | 10,503,000 | ||||||
Non-cash charge | 3,337,000 | 0 | ||||||
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 | 42,000,000 | 42,000,000 | $ 42,000,000 | $ 0 | $ 0 | |||
Credit facility, additional borrowings available | $ 200,000,000 | |||||||
Credit facility, maturity date | Dec. 5, 2018 | |||||||
Borrowings outstanding | 42,000,000 | 42,000,000 | $ 42,000,000 | |||||
Letters of credit outstanding | 0 | 0 | 0 | |||||
Other letters of credit outstanding | 6,000,000 | 6,000,000 | $ 6,000,000 | |||||
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 December 26, 2015) and such applicable margin for Base Rate borrowings fluctuates between 0.25%-0.75% (and was 0.25% at December 26, 2015). | |||||||
Credit facility, available capacity | $ 293,000,000 | $ 293,000,000 | $ 293,000,000 | |||||
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% | 0.50% | |||||
Credit facility, basis percentage for calculation of variable rate spread | 1.00% | 1.00% | 1.00% | |||||
Remaining borrowing availability | $ 251,000,000 | $ 251,000,000 | $ 251,000,000 | |||||
Debt instrument fixed charge coverage ratio | 1 | 1 | 1 | |||||
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 | ||||||||
Maturity date of senior subordinated notes | Dec. 31, 2018 | |||||||
Applicable interest margin rate on the credit facility | 1.25% | |||||||
Applicable interest rate on the credit facility | 1.49% | 1.49% | 1.49% | |||||
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 | 3.75% | 3.75% | 3.75% | |||||
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] | 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] | 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] | 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] | 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] | Asset-based Revolving Credit Facility [Member] | ||||||||
Components of long-term debt | ||||||||
Credit facility, maximum principal amount | $ 390,000,000 | |||||||
Senior Notes [Member] | ||||||||
Components of long-term debt | ||||||||
Debt redemption price percentage | 102.063% | 102.063% | ||||||
6.125% Senior Notes Due in November 2023 [Member] | ||||||||
Components of long-term debt | ||||||||
Redemption percentage | 35.00% | |||||||
6.125% Senior Notes Due in November 2023 [Member] | Upon Change Of Control [Member] | ||||||||
Components of long-term debt | ||||||||
Debt redemption price percentage | 101.00% | |||||||
6.125% Senior Notes Due in November 2023 [Member] | On Or After November Fifteen Two Thousand And Eighteen [Member] | ||||||||
Components of long-term debt | ||||||||
Debt redemption price percentage | 106.125% | |||||||
6.125% Senior Notes Due in November 2023 [Member] | Debt Instrument, Redemption, Period Two [Member] | ||||||||
Components of long-term debt | ||||||||
Debt redemption price percentage | 104.594% | |||||||
6.125% Senior Notes Due in November 2023 [Member] | Debt Instrument, Redemption, Period Three [Member] | ||||||||
Components of long-term debt | ||||||||
Debt redemption price percentage | 103.063% | |||||||
6.125% Senior Notes Due in November 2023 [Member] | Debt Instrument, Redemption, Period Four [Member] | ||||||||
Components of long-term debt | ||||||||
Debt redemption price percentage | 101.531% | |||||||
6.125% Senior Notes Due in November 2023 [Member] | Debt Instrument, Redemption, Period Five [Member] | ||||||||
Components of long-term debt | ||||||||
Debt redemption price percentage | 100.00% | |||||||
6.125% Senior Notes Due in November 2023 [Member] | Senior Notes [Member] | ||||||||
Components of long-term debt | ||||||||
Debt, aggregate principal amount | $ 393,800,000 | $ 400,000,000 | $ 393,800,000 | $ 393,800,000 | ||||
Debt instrument interest rate stated, percentage | 6.125% | |||||||
Senior notes due date | 2023-11 | |||||||
Senior Subordinated Notes, Interest at 8.25%, Payable Semi-annually, Principal Due March 2018 [Member] | Senior Notes [Member] | ||||||||
Components of long-term debt | ||||||||
Debt instrument interest rate stated, percentage | 8.25% | 8.25% | 8.25% | |||||
Debt, redemption of principal amount | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | |||||
Maturity date of senior subordinated notes | Mar. 1, 2018 | |||||||
Senior Subordinated Notes, Interest at 8.25%, Payable Semi-annually, Principal Due March 2018 [Member] | Senior Subordinated Notes [Member] | ||||||||
Components of long-term debt | ||||||||
Debt redemption price percentage | 102.063% | |||||||
Call premium payment | 8,300,000 | |||||||
One-time payment of overlapping interest expense period | 30 days | |||||||
Interest expense | $ 2,700,000 | |||||||
Non-cash charge | $ 3,300,000 |
Supplemental Equity Informati41
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 | |
Dec. 26, 2015 | Dec. 27, 2014 | |
Class of Stock [Line Items] | ||
Beginning balance | $ 506,380 | $ 486,453 |
Comprehensive income (loss) | (8,856) | (6,255) |
Amortization of share-based awards | 1,625 | 1,080 |
Restricted share activity | (216) | (145) |
Issuance of common stock | (358) | 470 |
Repurchase of common stock | (5,107) | |
Tax benefit on stock option exercise, net of tax deficiency | 898 | 40 |
Distribution to Noncontrolling interest | (592) | (1,680) |
Ending balance | 498,881 | 474,856 |
Additional Paid In Capital [Member] | ||
Class of Stock [Line Items] | ||
Beginning balance | 388,636 | 396,586 |
Amortization of share-based awards | 1,625 | 1,080 |
Restricted share activity | (216) | (144) |
Issuance of common stock | (360) | 470 |
Repurchase of common stock | (4,538) | |
Tax benefit on stock option exercise, net of tax deficiency | 898 | 40 |
Ending balance | 390,583 | 393,494 |
Retained Earnings [Member] | ||
Class of Stock [Line Items] | ||
Beginning balance | 115,987 | 86,396 |
Comprehensive income (loss) | (8,602) | (5,697) |
Repurchase of common stock | (563) | |
Ending balance | 107,385 | 80,136 |
Accumulated Other Comprehensive Income [Member] | ||
Class of Stock [Line Items] | ||
Beginning balance | 164 | 1,232 |
Comprehensive income (loss) | (233) | (562) |
Ending balance | (69) | 670 |
Total [Member] | ||
Class of Stock [Line Items] | ||
Beginning balance | 505,286 | 484,723 |
Comprehensive income (loss) | (8,835) | (6,259) |
Amortization of share-based awards | 1,625 | 1,080 |
Restricted share activity | (216) | (145) |
Issuance of common stock | (358) | 470 |
Repurchase of common stock | (5,107) | |
Tax benefit on stock option exercise, net of tax deficiency | 898 | 40 |
Ending balance | 498,400 | 474,802 |
Noncontrolling Interest [Member] | ||
Class of Stock [Line Items] | ||
Beginning balance | 1,094 | 1,730 |
Comprehensive income (loss) | (21) | 4 |
Distribution to Noncontrolling interest | (592) | (1,680) |
Ending balance | 481 | 54 |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Beginning balance | 119 | 124 |
Repurchase of common stock | (2) | |
Ending balance | 119 | 122 |
Class A Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Beginning balance | 364 | 369 |
Restricted share activity | (1) | |
Issuance of common stock | 2 | |
Repurchase of common stock | (4) | |
Ending balance | 366 | 364 |
Class B Stock [Member] | ||
Class of Stock [Line Items] | ||
Beginning balance | 16 | 16 |
Ending balance | $ 16 | $ 16 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 26, 2015 | Dec. 27, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Tax benefit associated with share-based compensation expense | $ 0.8 | $ 0.6 |
Selling, General and Administrative Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 2.2 | $ 1.6 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended |
Dec. 26, 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 | ||
Dec. 26, 2015 | Dec. 27, 2014 | Sep. 26, 2015 | |
Net sales: | |||
Net sales | $ 359,812 | $ 307,320 | |
Income (loss) from operations: | |||
Income from operations | 8,773 | 1,138 | |
Interest expense - net | (22,123) | (10,432) | |
Other expense | (473) | (368) | |
Income tax benefit | (5,200) | (3,969) | |
Loss including noncontrolling interest | (8,623) | (5,693) | |
Net income (loss) attributable to noncontrolling interest | (21) | 4 | |
Net loss attributable to Central Garden & Pet Company | (8,602) | (5,697) | |
Depreciation and amortization: | |||
Depreciation and amortization | 9,032 | 8,464 | |
Assets: | |||
Total assets | 1,211,209 | 1,184,307 | $ 1,131,597 |
Goodwill (included in corporate assets above): | |||
Goodwill | 209,089 | 208,233 | 209,089 |
Operating Segments [Member] | Pet Segment [Member] | |||
Net sales: | |||
Net sales | 248,662 | 199,320 | |
Income (loss) from operations: | |||
Income from operations | 26,195 | 20,575 | |
Depreciation and amortization: | |||
Depreciation and amortization | 4,464 | 3,941 | |
Assets: | |||
Total assets | 540,218 | 425,528 | 465,171 |
Goodwill (included in corporate assets above): | |||
Goodwill | 209,089 | 208,233 | 209,089 |
Operating Segments [Member] | Garden Segment [Member] | |||
Net sales: | |||
Net sales | 111,150 | 108,000 | |
Income (loss) from operations: | |||
Income from operations | (3,254) | (3,535) | |
Depreciation and amortization: | |||
Depreciation and amortization | 1,685 | 1,566 | |
Assets: | |||
Total assets | 342,811 | 350,835 | 310,981 |
Corporate [Member] | |||
Income (loss) from operations: | |||
Income from operations | (14,168) | (15,902) | |
Depreciation and amortization: | |||
Depreciation and amortization | 2,883 | 2,957 | |
Assets: | |||
Total assets | $ 328,180 | $ 407,944 | $ 355,445 |
Consolidating Condensed Finan45
Consolidating Condensed Financial Information of Guarantor Subsidiaries - Additional Information (Detail) | 3 Months Ended |
Dec. 26, 2015 | |
Guarantor Subsidiaries [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Collective ownership percentage on guarantor subsidiaries | 100.00% |
Senior Notes [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Senior subordinated notes, maturity year | 2,023 |
Consolidating Condensed Stateme
Consolidating Condensed Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 26, 2015 | Dec. 27, 2014 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net sales | $ 359,812 | $ 307,320 |
Cost of goods sold and occupancy | 260,026 | 219,339 |
Gross profit | 99,786 | 87,981 |
Selling, general and administrative expenses | 91,013 | 86,843 |
Income (loss) from operations | 8,773 | 1,138 |
Interest expense | (22,145) | (10,503) |
Interest income | 22 | 71 |
Other income (expense) | (473) | (368) |
Income (loss) before taxes and equity in earnings (loss) of affiliates | (13,823) | (9,662) |
Income tax expense (benefit) | (5,200) | (3,969) |
Equity in earnings (loss) of affiliates | 0 | 0 |
Loss including noncontrolling interest | (8,623) | (5,693) |
Net income (loss) attributable to noncontrolling interest | (21) | 4 |
Net income (loss) attributable to Central Garden & Pet Company | (8,602) | (5,697) |
Parent [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net sales | 137,027 | 96,962 |
Cost of goods sold and occupancy | 110,259 | 78,779 |
Gross profit | 26,768 | 18,183 |
Selling, general and administrative expenses | 32,954 | 27,851 |
Income (loss) from operations | (6,186) | (9,668) |
Interest expense | (22,508) | (10,487) |
Interest income | 21 | 70 |
Other income (expense) | (835) | (330) |
Income (loss) before taxes and equity in earnings (loss) of affiliates | (29,508) | (20,415) |
Income tax expense (benefit) | (11,145) | (8,457) |
Equity in earnings (loss) of affiliates | 9,761 | 6,261 |
Loss including noncontrolling interest | (8,602) | (5,697) |
Net income (loss) attributable to noncontrolling interest | 0 | 0 |
Net income (loss) attributable to Central Garden & Pet Company | (8,602) | (5,697) |
Non-Guarantor Subsidiaries [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net sales | 15,270 | 17,323 |
Cost of goods sold and occupancy | 12,946 | 14,578 |
Gross profit | 2,324 | 2,745 |
Selling, general and administrative expenses | 3,779 | 3,999 |
Income (loss) from operations | (1,455) | (1,254) |
Interest expense | (12) | (15) |
Interest income | 1 | 1 |
Other income (expense) | (66) | 0 |
Income (loss) before taxes and equity in earnings (loss) of affiliates | (1,532) | (1,268) |
Income tax expense (benefit) | (497) | (444) |
Equity in earnings (loss) of affiliates | 0 | 0 |
Loss including noncontrolling interest | (1,035) | (824) |
Net income (loss) attributable to noncontrolling interest | (21) | 4 |
Net income (loss) attributable to Central Garden & Pet Company | (1,014) | (828) |
Guarantor Subsidiaries [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net sales | 222,164 | 207,125 |
Cost of goods sold and occupancy | 150,489 | 139,091 |
Gross profit | 71,675 | 68,034 |
Selling, general and administrative expenses | 55,261 | 55,974 |
Income (loss) from operations | 16,414 | 12,060 |
Interest expense | 375 | (1) |
Interest income | 0 | 0 |
Other income (expense) | 428 | (38) |
Income (loss) before taxes and equity in earnings (loss) of affiliates | 17,217 | 12,021 |
Income tax expense (benefit) | 6,442 | 4,932 |
Equity in earnings (loss) of affiliates | (762) | (587) |
Loss including noncontrolling interest | 10,013 | 6,502 |
Net income (loss) attributable to noncontrolling interest | 0 | 0 |
Net income (loss) attributable to Central Garden & Pet Company | 10,013 | 6,502 |
Eliminations [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net sales | (14,649) | (14,090) |
Cost of goods sold and occupancy | (13,668) | (13,109) |
Gross profit | (981) | (981) |
Selling, general and administrative expenses | (981) | (981) |
Income (loss) from operations | 0 | 0 |
Interest expense | 0 | 0 |
Interest income | 0 | 0 |
Other income (expense) | 0 | 0 |
Income (loss) before taxes and equity in earnings (loss) of affiliates | 0 | 0 |
Income tax expense (benefit) | 0 | 0 |
Equity in earnings (loss) of affiliates | (8,999) | (5,674) |
Loss including noncontrolling interest | (8,999) | (5,674) |
Net income (loss) attributable to noncontrolling interest | 0 | 0 |
Net income (loss) attributable to Central Garden & Pet Company | $ (8,999) | $ (5,674) |
Consolidating Condensed State47
Consolidating Condensed Statements of Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 26, 2015 | Dec. 27, 2014 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | $ (8,623) | $ (5,693) |
Other comprehensive income (loss): | ||
Foreign currency translation | (233) | (552) |
Unrealized loss on securities | 0 | (10) |
Total comprehensive income (loss) | (8,856) | (6,255) |
Comprehensive income (loss) attributable to noncontrolling interests | (21) | 4 |
Comprehensive income (loss) attributable to Central Garden &Pet Company | (8,835) | (6,259) |
Parent [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | (8,602) | (5,697) |
Other comprehensive income (loss): | ||
Foreign currency translation | (233) | (552) |
Unrealized loss on securities | (10) | |
Total comprehensive income (loss) | (8,835) | (6,259) |
Comprehensive income (loss) attributable to noncontrolling interests | 0 | 0 |
Comprehensive income (loss) attributable to Central Garden &Pet Company | (8,835) | (6,259) |
Non-Guarantor Subsidiaries [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | (1,035) | (824) |
Other comprehensive income (loss): | ||
Foreign currency translation | (142) | (345) |
Unrealized loss on securities | 0 | |
Total comprehensive income (loss) | (1,177) | (1,169) |
Comprehensive income (loss) attributable to noncontrolling interests | (21) | 4 |
Comprehensive income (loss) attributable to Central Garden &Pet Company | (1,156) | (1,173) |
Guarantor Subsidiaries [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | 10,013 | 6,502 |
Other comprehensive income (loss): | ||
Foreign currency translation | (51) | (104) |
Unrealized loss on securities | 0 | |
Total comprehensive income (loss) | 9,962 | 6,398 |
Comprehensive income (loss) attributable to noncontrolling interests | 0 | 0 |
Comprehensive income (loss) attributable to Central Garden &Pet Company | 9,962 | 6,398 |
Eliminations [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | (8,999) | (5,674) |
Other comprehensive income (loss): | ||
Foreign currency translation | 193 | 449 |
Unrealized loss on securities | 0 | |
Total comprehensive income (loss) | (8,806) | (5,225) |
Comprehensive income (loss) attributable to noncontrolling interests | 0 | 0 |
Comprehensive income (loss) attributable to Central Garden &Pet Company | $ (8,806) | $ (5,225) |
Consolidating Condensed Balance
Consolidating Condensed Balance Sheet (Detail) - USD ($) $ in Thousands | Dec. 26, 2015 | Sep. 26, 2015 | Dec. 27, 2014 | Sep. 27, 2014 |
ASSETS | ||||
Cash and cash equivalents | $ 9,006 | $ 47,584 | $ 79,588 | $ 78,676 |
Restricted cash | 11,939 | 13,157 | 19,690 | |
Short term investments | 0 | 0 | 9,992 | |
Accounts receivable, net | 195,357 | 207,402 | 142,877 | |
Inventories | 416,458 | 335,946 | 399,936 | |
Prepaid expenses and other assets | 59,873 | 49,731 | 64,280 | |
Total current assets | 692,633 | 653,820 | 716,363 | |
Land, buildings, improvements and equipment, net | 163,948 | 162,809 | 163,546 | |
Goodwill | 209,089 | 209,089 | 208,233 | |
Other long term assets | 145,539 | 105,879 | 96,165 | |
Intercompany receivable | 0 | 0 | 0 | |
Investment in subsidiaries | 0 | 0 | 0 | |
Total | 1,211,209 | 1,131,597 | 1,184,307 | |
LIABILITIES AND EQUITY | ||||
Accounts payable | 129,091 | 88,889 | 128,485 | |
Accrued expenses and other liabilities | 89,047 | 87,724 | 93,208 | |
Current portion of long term debt | 292 | 291 | 50,289 | |
Total current liabilities | 218,430 | 176,904 | 271,982 | |
Long-term debt | 435,893 | 396,691 | 395,257 | |
Intercompany payable | 0 | 0 | 0 | |
Losses in excess of investment in subsidiaries | 0 | 0 | 0 | |
Other long-term obligations | 58,005 | 51,622 | 42,212 | |
Total Central Garden & Pet shareholders' equity | 498,400 | 505,286 | 474,802 | |
Noncontrolling interest | 481 | 1,094 | 54 | |
Total equity | 498,881 | 506,380 | 474,856 | 486,453 |
Total | 1,211,209 | 1,131,597 | 1,184,307 | |
Parent [Member] | ||||
ASSETS | ||||
Cash and cash equivalents | 3,162 | 37,131 | 71,579 | 63,471 |
Restricted cash | 11,939 | 13,157 | 19,690 | |
Short term investments | 9,992 | |||
Accounts receivable, net | 74,855 | 51,376 | 38,580 | |
Inventories | 142,215 | 101,952 | 101,870 | |
Prepaid expenses and other assets | 35,478 | 23,807 | 33,095 | |
Total current assets | 267,649 | 227,423 | 274,806 | |
Land, buildings, improvements and equipment, net | 51,182 | 53,044 | 59,829 | |
Goodwill | 0 | 0 | 0 | |
Other long term assets | 68,077 | 30,831 | 17,153 | |
Intercompany receivable | 33,184 | 10,311 | 37,337 | |
Investment in subsidiaries | 1,062,324 | 1,052,755 | 989,226 | |
Total | 1,482,416 | 1,374,364 | 1,378,351 | |
LIABILITIES AND EQUITY | ||||
Accounts payable | 54,043 | 23,544 | 39,847 | |
Accrued expenses and other liabilities | 42,452 | 39,680 | 47,888 | |
Current portion of long term debt | 262 | 261 | 50,259 | |
Total current liabilities | 96,757 | 63,485 | 137,994 | |
Long-term debt | 435,835 | 396,626 | 395,170 | |
Intercompany payable | 447,265 | 407,197 | 368,765 | |
Losses in excess of investment in subsidiaries | 0 | 0 | 0 | |
Other long-term obligations | 4,159 | 1,770 | 1,620 | |
Total Central Garden & Pet shareholders' equity | 498,400 | 505,286 | 474,802 | |
Noncontrolling interest | 0 | 0 | 0 | |
Total equity | 498,400 | 505,286 | 474,802 | |
Total | 1,482,416 | 1,374,364 | 1,378,351 | |
Non-Guarantor Subsidiaries [Member] | ||||
ASSETS | ||||
Cash and cash equivalents | 5,034 | 10,022 | 5,505 | 12,806 |
Restricted cash | 0 | 0 | 0 | |
Short term investments | 0 | |||
Accounts receivable, net | 7,398 | 6,775 | 7,573 | |
Inventories | 17,252 | 11,690 | 22,481 | |
Prepaid expenses and other assets | 957 | 848 | 962 | |
Total current assets | 30,641 | 29,335 | 36,521 | |
Land, buildings, improvements and equipment, net | 3,787 | 3,663 | 3,607 | |
Goodwill | 0 | 0 | 0 | |
Other long term assets | 3,539 | 3,662 | 4,121 | |
Intercompany receivable | 0 | 0 | 0 | |
Investment in subsidiaries | 0 | 0 | 0 | |
Total | 37,967 | 36,660 | 44,249 | |
LIABILITIES AND EQUITY | ||||
Accounts payable | 9,084 | 2,543 | 10,077 | |
Accrued expenses and other liabilities | 1,520 | 1,789 | 1,751 | |
Current portion of long term debt | 0 | 0 | 0 | |
Total current liabilities | 10,604 | 4,332 | 11,828 | |
Long-term debt | 0 | 0 | 0 | |
Intercompany payable | 45,128 | 43,441 | 47,419 | |
Losses in excess of investment in subsidiaries | 0 | 0 | 0 | |
Other long-term obligations | 0 | 0 | 0 | |
Total Central Garden & Pet shareholders' equity | (18,246) | (12,207) | (15,052) | |
Noncontrolling interest | 481 | 1,094 | 54 | |
Total equity | (17,765) | (11,113) | (14,998) | |
Total | 37,967 | 36,660 | 44,249 | |
Guarantor Subsidiaries [Member] | ||||
ASSETS | ||||
Cash and cash equivalents | 810 | 431 | 2,504 | 2,399 |
Restricted cash | 0 | 0 | 0 | |
Short term investments | 0 | |||
Accounts receivable, net | 113,104 | 149,251 | 96,724 | |
Inventories | 256,991 | 222,304 | 275,585 | |
Prepaid expenses and other assets | 23,438 | 25,076 | 30,223 | |
Total current assets | 394,343 | 397,062 | 405,036 | |
Land, buildings, improvements and equipment, net | 108,979 | 106,102 | 100,110 | |
Goodwill | 209,089 | 209,089 | 208,233 | |
Other long term assets | 75,988 | 77,519 | 83,088 | |
Intercompany receivable | 459,209 | 440,327 | 378,847 | |
Investment in subsidiaries | 0 | 0 | 0 | |
Total | 1,247,608 | 1,230,099 | 1,175,314 | |
LIABILITIES AND EQUITY | ||||
Accounts payable | 65,964 | 62,802 | 78,561 | |
Accrued expenses and other liabilities | 45,075 | 46,255 | 43,569 | |
Current portion of long term debt | 30 | 30 | 30 | |
Total current liabilities | 111,069 | 109,087 | 122,160 | |
Long-term debt | 58 | 65 | 87 | |
Intercompany payable | 0 | 0 | 0 | |
Losses in excess of investment in subsidiaries | 17,513 | 11,867 | 14,900 | |
Other long-term obligations | 55,911 | 55,985 | 48,789 | |
Total Central Garden & Pet shareholders' equity | 1,063,057 | 1,053,095 | 989,378 | |
Noncontrolling interest | 0 | 0 | 0 | |
Total equity | 1,063,057 | 1,053,095 | 989,378 | |
Total | 1,247,608 | 1,230,099 | 1,175,314 | |
Eliminations [Member] | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | 0 | $ 0 |
Restricted cash | 0 | 0 | 0 | |
Short term investments | 0 | |||
Accounts receivable, net | 0 | 0 | 0 | |
Inventories | 0 | 0 | 0 | |
Prepaid expenses and other assets | 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 | (2,065) | (6,133) | (8,197) | |
Intercompany receivable | (492,393) | (450,638) | (416,184) | |
Investment in subsidiaries | (1,062,324) | (1,052,755) | (989,226) | |
Total | (1,556,782) | (1,509,526) | (1,413,607) | |
LIABILITIES AND EQUITY | ||||
Accounts payable | 0 | 0 | 0 | |
Accrued expenses and other liabilities | 0 | 0 | 0 | |
Current portion of long term debt | 0 | 0 | ||
Total current liabilities | 0 | 0 | 0 | |
Long-term debt | 0 | 0 | 0 | |
Intercompany payable | (492,393) | (450,638) | (416,184) | |
Losses in excess of investment in subsidiaries | (17,513) | (11,867) | (14,900) | |
Other long-term obligations | (2,065) | (6,133) | (8,197) | |
Total Central Garden & Pet shareholders' equity | (1,044,811) | (1,040,888) | (974,326) | |
Noncontrolling interest | 0 | 0 | 0 | |
Total equity | (1,044,811) | (1,040,888) | (974,326) | |
Total | $ (1,556,782) | $ (1,509,526) | $ (1,413,607) |
Consolidating Condensed State49
Consolidating Condensed Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 26, 2015 | Dec. 27, 2014 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided (used) by operating activities | $ (481) | $ 15,852 |
Additions to property, plant and equipment | (5,256) | (4,069) |
Payments to acquire companies, net of cash acquired | (68,529) | 0 |
Change in restricted cash and cash equivalents | 1,218 | (5,407) |
Other investing activities | (200) | 0 |
Investment in short term investments | 0 | (12) |
Intercompany investing activities | 0 | 0 |
Net cash (used) provided by investing activities | (72,767) | (9,488) |
Repayments on revolving line of credit | (37,000) | 0 |
Borrowings on revolving line of credit | 79,000 | 0 |
Repayments of long-term debt | (400,072) | (72) |
Issuance of long-term debt | 400,000 | 0 |
Proceeds from issuance of common stock | 0 | 188 |
Excess tax benefits from stock-based awards | 900 | 40 |
Repurchase of common stock | (1,167) | (3,742) |
Distribution to parent | 0 | 0 |
Distribution to noncontrolling interest | (592) | (1,680) |
Payment of financing costs | (6,324) | 0 |
Intercompany financing activities | 0 | 0 |
Net cash (used) provided by financing activities | 34,745 | (5,266) |
Effect of exchange rates on cash | (75) | (186) |
Net increase (decrease) in cash and cash equivalents | (38,578) | 912 |
Cash and equivalents at beginning of period | 47,584 | 78,676 |
Cash and equivalents at end of period | 9,006 | 79,588 |
Parent [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided (used) by operating activities | (18,211) | (6,874) |
Additions to property, plant and equipment | (606) | (589) |
Payments to acquire companies, net of cash acquired | (68,529) | |
Change in restricted cash and cash equivalents | 1,218 | (5,407) |
Other investing activities | (200) | |
Investment in short term investments | (12) | |
Intercompany investing activities | (22,874) | (20,431) |
Net cash (used) provided by investing activities | (90,991) | (26,439) |
Repayments on revolving line of credit | (37,000) | |
Borrowings on revolving line of credit | 79,000 | |
Repayments of long-term debt | (400,064) | (67) |
Issuance of long-term debt | 400,000 | |
Proceeds from issuance of common stock | 188 | |
Excess tax benefits from stock-based awards | 900 | 40 |
Repurchase of common stock | (1,167) | (3,742) |
Distribution to parent | 0 | 0 |
Distribution to noncontrolling interest | 0 | 0 |
Payment of financing costs | (6,324) | |
Intercompany financing activities | 40,069 | 45,450 |
Net cash (used) provided by financing activities | 75,414 | 41,869 |
Effect of exchange rates on cash | (181) | (448) |
Net increase (decrease) in cash and cash equivalents | (33,969) | 8,108 |
Cash and equivalents at beginning of period | 37,131 | 63,471 |
Cash and equivalents at end of period | 3,162 | 71,579 |
Non-Guarantor Subsidiaries [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided (used) by operating activities | (1,039) | (1,400) |
Additions to property, plant and equipment | (226) | (64) |
Payments to acquire companies, net of cash acquired | 0 | |
Change in restricted cash and cash equivalents | 0 | 0 |
Other investing activities | 0 | |
Investment in short term investments | 0 | |
Intercompany investing activities | 0 | 0 |
Net cash (used) provided by investing activities | (226) | (64) |
Repayments on revolving line of credit | 0 | |
Borrowings on revolving line of credit | 0 | |
Repayments of long-term debt | 0 | 0 |
Issuance of long-term debt | 0 | |
Proceeds from issuance of common stock | 0 | |
Excess tax benefits from stock-based awards | 0 | 0 |
Repurchase of common stock | 0 | 0 |
Distribution to parent | (4,884) | (6,719) |
Distribution to noncontrolling interest | (592) | (1,680) |
Payment of financing costs | 0 | |
Intercompany financing activities | 1,686 | 2,404 |
Net cash (used) provided by financing activities | (3,790) | (5,995) |
Effect of exchange rates on cash | 67 | 158 |
Net increase (decrease) in cash and cash equivalents | (4,988) | (7,301) |
Cash and equivalents at beginning of period | 10,022 | 12,806 |
Cash and equivalents at end of period | 5,034 | 5,505 |
Guarantor Subsidiaries [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided (used) by operating activities | 23,653 | 30,845 |
Additions to property, plant and equipment | (4,424) | (3,416) |
Payments to acquire companies, net of cash acquired | 0 | |
Change in restricted cash and cash equivalents | 0 | 0 |
Other investing activities | 0 | |
Investment in short term investments | 0 | |
Intercompany investing activities | (18,881) | (27,423) |
Net cash (used) provided by investing activities | (23,305) | (30,839) |
Repayments on revolving line of credit | 0 | |
Borrowings on revolving line of credit | 0 | |
Repayments of long-term debt | (8) | (5) |
Issuance of long-term debt | 0 | |
Proceeds from issuance of common stock | 0 | |
Excess tax benefits from stock-based awards | 0 | 0 |
Repurchase of common stock | 0 | 0 |
Distribution to parent | 0 | 0 |
Distribution to noncontrolling interest | 0 | 0 |
Payment of financing costs | 0 | |
Intercompany financing activities | 0 | 0 |
Net cash (used) provided by financing activities | (8) | (5) |
Effect of exchange rates on cash | 39 | 104 |
Net increase (decrease) in cash and cash equivalents | 379 | 105 |
Cash and equivalents at beginning of period | 431 | 2,399 |
Cash and equivalents at end of period | 810 | 2,504 |
Eliminations [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided (used) by operating activities | (4,884) | (6,719) |
Additions to property, plant and equipment | 0 | 0 |
Payments to acquire companies, net of cash acquired | 0 | |
Change in restricted cash and cash equivalents | 0 | 0 |
Other investing activities | 0 | |
Investment in short term investments | 0 | |
Intercompany investing activities | 41,755 | 47,854 |
Net cash (used) provided by investing activities | 41,755 | 47,854 |
Repayments on revolving line of credit | 0 | |
Borrowings on revolving line of credit | 0 | |
Repayments of long-term debt | 0 | 0 |
Issuance of long-term debt | 0 | |
Proceeds from issuance of common stock | 0 | |
Excess tax benefits from stock-based awards | 0 | 0 |
Repurchase of common stock | 0 | 0 |
Distribution to parent | 4,884 | 6,719 |
Distribution to noncontrolling interest | 0 | 0 |
Payment of financing costs | 0 | |
Intercompany financing activities | (41,755) | (47,854) |
Net cash (used) provided by financing activities | (36,871) | (41,135) |
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 |