Consolidating Condensed Financial Information of Guarantor Subsidiaries | Consolidating Condensed Financial Information of Guarantor Subsidiaries Certain 100% wholly-owned subsidiaries of the Company (as listed below, collectively the “Guarantor Subsidiaries”) have guaranteed fully and unconditionally, on a joint and several basis, the obligation to pay principal and interest on the Company’s 2023 Notes. Certain subsidiaries and operating divisions are not guarantors of the 2023 Notes. Those subsidiaries that are guarantors and co-obligors of the 2023 Notes are as follows: Farnam Companies, Inc. Four Paws Products Ltd. Gulfstream Home & Garden, Inc. Hydro-Organics Wholesale, Inc. IMS Trading, LLC IMS Southern, LLC Kaytee Products, 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. During the second quarter of fiscal 2016, the Company added Hydro-Organics Wholesale, Inc., IMS Trading, LLC and IMS Southern, LLC as guarantors of the 2023 Notes. Fiscal year ended September 26, 2015 financial results previously reflected IMS Trading, LLC and IMS Southern, LLC as part of the Parent. In accordance with Rule 3-10 of the Securities and Exchange Commissions Regulation S-X, financial results presented herein for the fiscal year ended September 26, 2015 have been adjusted to reflect the current Guarantor structure. CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Three Months Ended March 26, 2016 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 156,790 $ 30,002 $ 381,748 $ (27,291 ) $ 541,249 Cost of goods sold and occupancy 121,969 23,099 252,419 (25,577 ) 371,910 Gross profit 34,821 6,903 129,329 (1,714 ) 169,339 Selling, general and administrative expenses 33,210 5,124 73,316 (1,714 ) 109,936 Income from operations 1,611 1,779 56,013 — 59,403 Interest expense (6,653 ) (68 ) (375 ) — (7,096 ) Interest income 8 1 — — 9 Other income (expense) 657 (197 ) (548 ) — (88 ) Income (loss) before taxes and equity in earnings of affiliates (4,377 ) 1,515 55,090 — 52,228 Income tax expense (benefit) (775 ) 694 18,874 — 18,793 Equity in earnings of affiliates 36,299 — 585 (36,884 ) — Net income including noncontrolling interest 32,697 821 36,801 (36,884 ) 33,435 Net income attributable to noncontrolling interest — 738 — — 738 Net income attributable to Central Garden & Pet Company $ 32,697 $ 83 $ 36,801 $ (36,884 ) $ 32,697 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Three Months Ended March 28, 2015 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 150,014 $ 37,434 $ 338,994 $ (28,840 ) $ 497,602 Cost of goods sold and occupancy 113,668 29,545 231,403 (27,076 ) 347,540 Gross profit 36,346 7,889 107,591 (1,764 ) 150,062 Selling, general and administrative expenses 30,843 5,339 65,673 (1,764 ) 100,091 Income from operations 5,503 2,550 41,918 — 49,971 Interest expense (11,815 ) (61 ) — — (11,876 ) Interest income 18 — — — 18 Other expense (347 ) — 226 — (121 ) Income (loss) before taxes and equity in earnings of affiliates (6,641 ) 2,489 42,144 — 37,992 Income tax expense (benefit) (1,123 ) 952 14,183 — 14,012 Equity in earnings of affiliates 28,755 — 796 (29,551 ) — Net income including noncontrolling interest 23,237 1,537 28,757 (29,551 ) 23,980 Net income attributable to noncontrolling interest — 743 — — 743 Net income attributable to Central Garden & Pet Company $ 23,237 $ 794 $ 28,757 $ (29,551 ) $ 23,237 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Six Months Ended March 26, 2016 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 293,817 $ 45,272 $ 603,912 $ (41,940 ) $ 901,061 Cost of goods sold and occupancy 232,228 36,045 402,908 (39,245 ) 631,936 Gross profit 61,589 9,227 201,004 (2,695 ) 269,125 Selling, general and administrative expenses 66,164 8,903 128,577 (2,695 ) 200,949 Income (loss) from operations (4,575 ) 324 72,427 — 68,176 Interest expense (29,161 ) (80 ) — — (29,241 ) Interest income 29 2 — — 31 Other expense (178 ) (263 ) (120 ) — (561 ) Income (loss) before taxes and equity in earnings (loss) of affiliates (33,885 ) (17 ) 72,307 — 38,405 Income tax expense (benefit) (11,920 ) 197 25,316 — 13,593 Equity in earnings (loss) of affiliates 46,060 — (177 ) (45,883 ) — Net income (loss) including noncontrolling interest 24,095 (214 ) 46,814 (45,883 ) 24,812 Net loss attributable to noncontrolling interest — 717 — — 717 Net income (loss) attributable to Central Garden & Pet Company $ 24,095 $ (931 ) $ 46,814 $ (45,883 ) $ 24,095 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Six Months Ended March 28, 2015 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net sales $ 246,976 $ 54,757 $ 546,119 $ (42,930 ) $ 804,922 Cost of goods sold and occupancy 192,447 44,123 370,494 (40,185 ) 566,879 Gross profit 54,529 10,634 175,625 (2,745 ) 238,043 Selling, general and administrative expenses 58,694 9,338 121,647 (2,745 ) 186,934 Income (loss) from operations (4,165 ) 1,296 53,978 — 51,109 Interest expense (22,302 ) (76 ) (1 ) — (22,379 ) Interest income 88 1 — — 89 Other income (expense) (677 ) — 188 — (489 ) Income (loss) before taxes and equity in earnings of affiliates (27,056 ) 1,221 54,165 — 28,330 Income tax expense (benefit) (9,580 ) 508 19,115 — 10,043 Equity in earnings of affiliates 35,016 — 209 (35,225 ) — Net income including noncontrolling interest 17,540 713 35,259 (35,225 ) 18,287 Net income attributable to noncontrolling interest — 747 — — 747 Net income (loss) attributable to Central Garden & Pet Company $ 17,540 $ (34 ) $ 35,259 $ (35,225 ) $ 17,540 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended March 26, 2016 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income $ 32,697 $ 821 $ 36,801 $ (36,884 ) $ 33,435 Other comprehensive income (loss): Unrealized loss on securities — — Foreign currency translation (459 ) (398 ) 57 341 (459 ) Total comprehensive income 32,238 423 36,858 (36,543 ) 32,976 Comprehensive income attributable to noncontrolling interests — 738 — — 738 Comprehensive income (loss) attributable to Central Garden & Pet Company $ 32,238 $ (315 ) $ 36,858 $ (36,543 ) $ 32,238 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended March 28, 2015 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income $ 23,237 $ 1,537 $ 28,757 $ (29,551 ) $ 23,980 Other comprehensive income (loss): Unrealized loss on securities (20 ) — — — (20 ) Reclassification of realized loss on securities included in net income 20 — — — 20 Foreign currency translation (626 ) (355 ) (164 ) 519 (626 ) Total comprehensive income 22,611 1,182 28,593 (29,032 ) 23,354 Comprehensive income attributable to noncontrolling interests — 743 — — 743 Comprehensive income attributable to Central Garden & Pet Company $ 22,611 $ 439 $ 28,593 $ (29,032 ) $ 22,611 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Six Months Ended March 26, 2016 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ 24,095 $ (214 ) $ 46,814 $ (45,883 ) $ 24,812 Other comprehensive income (loss): Foreign currency translation (692 ) (540 ) 7 533 (692 ) Total comprehensive income (loss) 23,403 (754 ) 46,821 (45,350 ) 24,120 Comprehensive income attributable to noncontrolling interests — 717 — — 717 Comprehensive income (loss) attributable to Central Garden & Pet Company $ 23,403 $ (1,471 ) $ 46,821 $ (45,350 ) $ 23,403 CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Six Months Ended March 28, 2015 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net income $ 17,540 $ 713 $ 35,259 $ (35,225 ) $ 18,287 Other comprehensive loss: Unrealized loss on securities (10 ) — — — (10 ) Reclassification of realized loss on securities included in net income 20 — — — 20 Foreign currency translation (1,178 ) (700 ) (268 ) 968 (1,178 ) Total comprehensive income 16,372 13 34,991 (34,257 ) 17,119 Comprehensive income attributable to noncontrolling interests — 747 — — 747 Comprehensive income (loss) attributable to Central Garden & Pet Company $ 16,372 $ (734 ) $ 34,991 $ (34,257 ) $ 16,372 CONSOLIDATING CONDENSED BALANCE SHEET March 26, 2016 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 1,820 $ 5,083 $ 2,923 $ — $ 9,826 Restricted cash 11,946 — — — 11,946 Accounts receivable, net 100,346 15,446 224,734 — 340,526 Inventories 115,644 17,043 258,067 — 390,754 Prepaid expenses and other 23,003 797 26,958 — 50,758 Total current assets 252,759 38,369 512,682 — 803,810 Land, buildings, improvements and equipment, net 47,310 3,829 113,655 — 164,794 Goodwill — — 213,753 — 213,753 Other long-term assets 54,088 3,417 84,777 (1,540 ) 140,742 Intercompany receivable 41,922 — 367,931 (409,853 ) — Investment in subsidiaries 1,098,281 — — (1,098,281 ) — Total $ 1,494,360 $ 45,615 $ 1,292,798 $ (1,509,674 ) $ 1,323,099 LIABILITIES AND EQUITY Accounts payable $ 48,693 $ 10,546 $ 73,972 $ — $ 133,211 Accrued expenses 52,837 2,029 42,816 — 97,682 Current portion of long-term debt 219 — 375 — 594 Total current liabilities 101,749 12,575 117,163 — 231,487 Long-term debt 496,001 — 395 — 496,396 Intercompany payable 359,472 50,381 — (409,853 ) — Losses in excess of investment in subsidiaries — — 16,928 (16,928 ) — Other long-term obligations 5,416 — 58,398 (1,540 ) 62,274 Total Central Garden & Pet shareholders’ equity (deficit) 531,722 (18,561 ) 1,099,914 (1,081,353 ) 531,722 Noncontrolling interest — 1,220 — — 1,220 Total equity (deficit) 531,722 (17,341 ) 1,099,914 (1,081,353 ) 532,942 Total $ 1,494,360 $ 45,615 $ 1,292,798 $ (1,509,674 ) $ 1,323,099 CONSOLIDATING CONDENSED BALANCE SHEET March 28, 2015 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 6,159 $ 4,309 $ 1,475 $ — $ 11,943 Restricted cash 12,583 — — — 12,583 Short term investments — — — — — Accounts receivable, net 86,569 17,099 218,097 — 321,765 Inventories 95,564 19,429 267,335 — 382,328 Prepaid expenses and other 26,013 901 31,337 — 58,251 Total current assets 226,888 41,738 518,244 — 786,870 Land, buildings, improvements and equipment, net 57,093 3,590 102,524 — 163,207 Goodwill — — 209,089 — 209,089 Other long-term assets 30,376 3,999 81,263 (5,607 ) 110,031 Intercompany receivable 44,855 — 293,685 (338,540 ) — Investment in subsidiaries 1,017,461 — — (1,017,461 ) — Total $ 1,376,673 $ 49,327 $ 1,204,805 $ (1,361,608 ) $ 1,269,197 LIABILITIES AND EQUITY Accounts payable $ 47,277 $ 10,169 $ 82,375 $ — $ 139,821 Accrued expenses 39,061 2,857 41,524 — 83,442 Current portion of long-term debt 259 — 30 — 289 Total current liabilities 86,597 13,026 123,929 — 223,552 Long-term debt 511,030 — 83 — 511,113 Intercompany payable 288,423 50,117 — (338,540 ) — Losses in excess of investment in subsidiaries — — 14,104 (14,104 ) — Other long-term obligations 1,437 — 48,719 (5,607 ) 44,549 Total Central Garden & Pet shareholders’ equity (deficit) 489,186 (14,613 ) 1,017,970 (1,003,357 ) 489,186 Noncontrolling interest — 797 — — 797 Total equity (deficit) 489,186 (13,816 ) 1,017,970 (1,003,357 ) 489,983 Total $ 1,376,673 $ 49,327 $ 1,204,805 $ (1,361,608 ) $ 1,269,197 CONSOLIDATING CONDENSED BALANCE SHEET September 26, 2015 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 36,280 $ 10,022 $ 1,282 $ — $ 47,584 Restricted cash 13,157 — — — 13,157 Accounts receivable, net 46,326 6,775 154,301 — 207,402 Inventories 86,109 11,690 238,147 — 335,946 Prepaid expenses and other assets 22,926 848 25,957 — 49,731 Total current assets 204,798 29,335 419,687 — 653,820 Land, buildings, improvements and equipment, net 51,409 3,663 107,737 — 162,809 Goodwill — — 209,089 — 209,089 Other long-term assets 25,881 3,662 82,436 (6,100 ) 105,879 Intercompany receivable 32,695 — 415,001 (447,696 ) — Investment in subsidiaries 1,052,644 — — (1,052,644 ) — Total $ 1,367,427 $ 36,660 $ 1,233,950 $ (1,506,440 ) $ 1,131,597 LIABILITIES AND EQUITY Accounts payable $ 20,506 $ 2,543 $ 65,840 $ — $ 88,889 Accrued expenses and other liabilities 38,723 1,789 47,212 — 87,724 Current portion of long term debt 261 — 30 — 291 Total current liabilities 59,490 4,332 113,082 — 176,904 Long-term debt 396,626 — 65 — 396,691 Intercompany payable 404,255 43,441 — (447,696 ) — Losses in excess of investment in subsidiaries — — 11,867 (11,867 ) — Other long-term obligations 1,770 — 55,952 (6,100 ) 51,622 Total Central Garden & Pet shareholders’ equity (deficit) 505,286 (12,207 ) 1,052,984 (1,040,777 ) 505,286 Noncontrolling interest — 1,094 — — 1,094 Total equity (deficit) 505,286 (11,113 ) 1,052,984 (1,040,777 ) 506,380 Total $ 1,367,427 $ 36,660 $ 1,233,950 $ (1,506,440 ) $ 1,131,597 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Six Months Ended March 26, 2016 (in thousands) Parent Non- Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net cash used by operating activities $ (12,121 ) $ (6,240 ) $ (27,598 ) $ (4,884 ) $ (50,843 ) Additions to property, plant and equipment (2,394 ) (412 ) (9,989 ) — (12,795 ) Payments to acquire companies, net of cash acquired (60,916 ) — (7,985 ) — (68,901 ) Change in restricted cash and cash equivalents 1,211 — — — 1,211 Other investing activities (500 ) — — — (500 ) Intercompany investing activities (9,227 ) — 47,070 (37,843 ) — Net cash (used) provided by investing activities (71,826 ) (412 ) 29,096 (37,843 ) (80,985 ) Repayments on revolving line of credit (178,000 ) — — — (178,000 ) Borrowings on revolving line of credit 280,000 — — — 280,000 Repayments of long-term debt (400,130 ) — (15 ) — (400,145 ) Issuance of long-term debt 400,000 — — — 400,000 Excess tax benefits from stock-based awards 1,181 — — — 1,181 Repurchase of common stock (1,722 ) — — — (1,722 ) Distribution to parent — (4,884 ) — 4,884 — Distribution to noncontrolling interest — (592 ) — — (592 ) Payment of financing costs (6,362 ) — — — (6,362 ) Intercompany financing activities (44,782 ) 6,939 — 37,843 — Net cash provided (used) by financing activities 50,185 1,463 (15 ) 42,727 94,360 Effect of exchange rates on cash (698 ) 250 158 — (290 ) Net (decrease) increase in cash and cash equivalents (34,460 ) (4,939 ) 1,641 — (37,758 ) Cash and cash equivalents at beginning of period 36,280 10,022 1,282 — 47,584 Cash and cash equivalents at end of period $ 1,820 $ 5,083 $ 2,923 $ — $ 9,826 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Six Months Ended March 28, 2015 (in thousands) Parent Non-Guarantor Subsidiaries Guarantor Subsidiaries Eliminations Consolidated Net cash used by operating activities $ (36,828 ) $ (5,623 ) $ (49,351 ) $ (6,719 ) $ (98,521 ) Additions to property, plant and equipment (1,359 ) (154 ) (9,512 ) — (11,025 ) Payments to acquire companies, net of cash acquired (16,000 ) — — — (16,000 ) Proceeds from short-term investments 9,997 — — — 9,997 Change in restricted cash and cash equivalents 1,700 — — — 1,700 Investment in short-term investments (17 ) — — — (17 ) Other investing activities (331 ) — — — (331 ) Intercompany investing activities (27,949 ) — 57,738 (29,789 ) — Net cash (used) provided by investing activities (33,959 ) (154 ) 48,226 (29,789 ) (15,676 ) Repayments of long-term debt (50,131 ) — (10 ) — (50,141 ) Borrowings under revolving line of credit 186,000 — — — 186,000 Repayments on revolving line of credit (71,000 ) — — — (71,000 ) Proceeds from issuance of common stock 1,220 — — — 1,220 Excess tax benefits from stock-based awards 351 — — — 351 Repurchase of common stock (17,164 ) — — — (17,164 ) Distribution to parent — (6,719 ) — 6,719 — Distribution to noncontrolling interest — (1,680 ) — — (1,680 ) Intercompany financing activities (34,891 ) 5,102 — 29,789 — Net cash provided (used) by financing activities 14,385 (3,297 ) (10 ) 36,508 47,586 Effect of exchange rates on cash (910 ) 577 211 — (122 ) Net increase decrease in cash and cash equivalents (57,312 ) (8,497 ) (924 ) — (66,733 ) Cash and cash equivalents at beginning of year 63,471 12,806 2,399 — 78,676 Cash and cash equivalents at end of year $ 6,159 $ 4,309 $ 1,475 $ — $ 11,943 |