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Consolidating Condensed Financial Information of Guarantor Subsidiaries | 9 Months Ended
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Jun. 27, 2015
Condensed Financial Information of Parent Company Only Disclosure [Abstract] |
Consolidating Condensed Financial Information of Guarantor Subsidiaries |
12. | Consolidating Condensed Financial Information of Guarantor Subsidiaries
Certain 100% wholly-owned subsidiaries of the Company (as listed below, collectively the “Guarantor Subsidiaries”) have guaranteed fully and unconditionally, on a joint and several basis, the obligation to pay principal and interest on the Company’s 2018 Notes. Certain subsidiaries and operating divisions are not guarantors of the Notes. Those subsidiaries that are guarantors and co-obligors of the Notes are as follows: Farnam Companies, Inc. Four Paws Products Ltd. Gulfstream Home & Garden, Inc. Kaytee Products, Inc. Matson, LLC New England Pottery, LLC Pennington Seed, Inc. (including Gro Tec, Inc. and All-Glass Aquarium Co., Inc.) Pets International, Ltd. T.F.H. Publications, Inc. Wellmark International (including B2E Corporation and B2E Biotech LLC) In lieu of providing separate audited financial statements for the Guarantor Subsidiaries, the Company has included the accompanying consolidating condensed financial statements based on the Company’s understanding of the Securities and Exchange Commission’s interpretation and application of Rule 3-10 of the Securities and Exchange Commission’s Regulation S-X.
|  | CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Three Months Ended June 27, 2015 (in thousands) |
|  | Parent |  |  | Non- Guarantor Subsidiaries |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
Net sales |  | $ | 133,886 |  |  | $ | 31,291 |  |  | $ | 319,470 |  |  | $ | (25,201 | ) |  | $ | 459,446 |
Cost of goods sold and occupancy |  |  | 104,121 |  |  |  | 22,399 |  |  |  | 214,110 |  |  |  | (23,221 | ) |  |  | 317,409 |
Gross profit |  |  | 29,765 |  |  |  | 8,892 |  |  |  | 105,360 |  |  |  | (1,980 | ) |  |  | 142,037 |
Selling, general and administrative expenses |  |  | 31,223 |  |  |  | 5,461 |  |  |  | 68,340 |  |  |  | (1,980 | ) |  |  | 103,044 |
Income (loss) from operations |  |  | (1,458 | ) |  |  | 3,431 |  |  |  | 37,020 |  |  |  | (0 | ) |  |  | 38,993 |
Interest expense |  |  | (8,924 | ) |  |  | (52 | ) |  |  | (2 | ) |  |  | (0 | ) |  |  | (8,978 | )
Interest income |  |  | 6 |  |  |  | 1 |  |  |  | 0 |  |  |  | 0 |  |  |  | 7 |
Other income |  |  | 318 |  |  |  | 0 |  |  |  | 267 |  |  |  | (0 | ) |  |  | 585 |
Income (loss) before taxes and equity in earnings of affiliates |  |  | (10,058 | ) |  |  | 3,380 |  |  |  | 37,285 |  |  |  | (0 | ) |  |  | 30,607 |
Income tax expense (benefit) |  |  | (3,982 | ) |  |  | 1,265 |  |  |  | 14,201 |  |  |  | (0 | ) |  |  | 11,484 |
Equity in earnings of affiliates |  |  | 24,876 |  |  |  | 0 |  |  |  | 1,780 |  |  |  | (26,656 | ) |  |  | 0 |
Net income including noncontrolling interest |  |  | 18,800 |  |  |  | 2,115 |  |  |  | 24,864 |  |  |  | (26,656 | ) |  |  | 19,123 |
Net income attributable to noncontrolling interest |  |  | 0 |  |  |  | 323 |  |  |  | 0 |  |  |  | 0 |  |  |  | 323 |
Net income attributable to Central Garden & Pet Company |  | $ | 18,800 |  |  | $ | 1,792 |  |  | $ | 24,864 |  |  | $ | (26,656 | ) |  | $ | 18,800 |
|  | CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Three Months Ended June 28, 2014 (As Revised) (in thousands) |
|  | Parent |  |  | Non- Guarantor Subsidiaries |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
Net sales |  | $ | 124,433 |  |  | $ | 38,251 |  |  | $ | 300,652 |  |  | $ | (25,349 | ) |  | $ | 437,987 |
Cost of goods sold and occupancy |  |  | 109,833 |  |  |  | 31,182 |  |  |  | 201,249 |  |  |  | (23,408 | ) |  |  | 318,856 |
Gross profit |  |  | 14,600 |  |  |  | 7,069 |  |  |  | 99,403 |  |  |  | (1,941 | ) |  |  | 119,131 |
Selling, general and administrative expenses |  |  | 27,659 |  |  |  | 4,582 |  |  |  | 70,405 |  |  |  | (1,941 | ) |  |  | 100,705 |
Income (loss) from operations |  |  | (13,059 | ) |  |  | 2,487 |  |  |  | 28,998 |  |  |  | 0 |  |  |  | 18,426 |
Interest expense |  |  | (10,390 | ) |  |  | (20 | ) |  |  | (19 | ) |  |  | 0 |  |  |  | (10,429 | )
Interest income |  |  | 14 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 14 |
Other income |  |  | 237 |  |  |  | 0 |  |  |  | 219 |  |  |  | 0 |  |  |  | 456 |
Income (loss) before taxes and equity in earnings of affiliates |  |  | (23,198 | ) |  |  | 2,467 |  |  |  | 29,198 |  |  |  | 0 |  |  |  | 8,467 |
Income tax expense (benefit) |  |  | (8,737 | ) |  |  | 862 |  |  |  | 11,008 |  |  |  | 0 |  |  |  | 3,133 |
Equity in earnings of affiliates |  |  | 19,148 |  |  |  | 0 |  |  |  | 580 |  |  |  | (19,728 | ) |  |  | 0 |
Net income including noncontrolling interest |  |  | 4,687 |  |  |  | 1,605 |  |  |  | 18,770 |  |  |  | (19,728 | ) |  |  | 5,334 |
Net income attributable to noncontrolling interest |  |  | 0 |  |  |  | 647 |  |  |  | 0 |  |  |  | 0 |  |  |  | 647 |
Net income attributable to Central Garden & Pet Company |  | $ | 4,687 |  |  | $ | 958 |  |  | $ | 18,770 |  |  | $ | (19,728 | ) |  | $ | 4,687 |
|  | CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Nine Months Ended June 27, 2015 (in thousands) |
|  | Parent |  |  | Non- Guarantor Subsidiaries |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
Net sales |  | $ | 380,862 |  |  | $ | 86,048 |  |  | $ | 865,589 |  |  | $ | (68,131 | ) |  | $ | 1,264,368 |
Cost of goods sold and occupancy |  |  | 296,568 |  |  |  | 66,522 |  |  |  | 584,604 |  |  |  | (63,406 | ) |  |  | 884,288 |
Gross profit |  |  | 84,294 |  |  |  | 19,526 |  |  |  | 280,985 |  |  |  | (4,725 | ) |  |  | 380,080 |
Selling, general and administrative expenses |  |  | 89,917 |  |  |  | 14,799 |  |  |  | 189,987 |  |  |  | (4,725 | ) |  |  | 289,978 |
Income (loss) from operations |  |  | (5,623 | ) |  |  | 4,727 |  |  |  | 90,998 |  |  |  | (0 | ) |  |  | 90,102 |
Interest expense |  |  | (31,226 | ) |  |  | (128 | ) |  |  | (3 | ) |  |  | (0 | ) |  |  | (31,357 | )
Interest income |  |  | 94 |  |  |  | 2 |  |  |  | 0 |  |  |  | 0 |  |  |  | 96 |
Other income (expense) |  |  | (359 | ) |  |  | (0 | ) |  |  | 455 |  |  |  | (0 | ) |  |  | 96 |
Income (loss) before taxes and equity in earnings of affiliates |  |  | (37,114 | ) |  |  | 4,601 |  |  |  | 91,450 |  |  |  | (0 | ) |  |  | 58,937 |
Income tax expense (benefit) |  |  | (13,562 | ) |  |  | 1,773 |  |  |  | 33,316 |  |  |  | (0 | ) |  |  | 21,527 |
Equity in earnings of affiliates |  |  | 59,892 |  |  |  | 0 |  |  |  | 1,989 |  |  |  | (61,881 | ) |  |  | 0 |
Net income including noncontrolling interest |  |  | 36,340 |  |  |  | 2,828 |  |  |  | 60,123 |  |  |  | (61,881 | ) |  |  | 37,410 |
Net income attributable to noncontrolling interest |  |  | 0 |  |  |  | 1,070 |  |  |  | 0 |  |  |  | 0 |  |  |  | 1,070 |
Net income attributable to Central Garden & Pet Company |  | $ | 36,340 |  |  | $ | 1,758 |  |  | $ | 60,123 |  |  | $ | (61,881 | ) |  | $ | 36,340 |
|  | CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Nine Months Ended June 28, 2014 (As Revised) (in thousands) |
|  | Parent |  |  | Non- Guarantor Subsidiaries |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
Net sales |  | $ | 356,715 |  |  | $ | 92,046 |  |  | $ | 844,334 |  |  | $ | (62,976 | ) |  | $ | 1,230,119 |
Cost of goods sold and occupancy |  |  | 287,782 |  |  |  | 72,843 |  |  |  | 581,614 |  |  |  | (58,588 | ) |  |  | 883,651 |
Gross profit |  |  | 68,933 |  |  |  | 19,203 |  |  |  | 262,720 |  |  |  | (4,388 | ) |  |  | 346,468 |
Selling, general and administrative expenses |  |  | 83,313 |  |  |  | 14,594 |  |  |  | 198,109 |  |  |  | (4,388 | ) |  |  | 291,628 |
Income (loss) from operations |  |  | (14,380 | ) |  |  | 4,609 |  |  |  | 64,611 |  |  |  | 0 |  |  |  | 54,840 |
Interest expense |  |  | (32,956 | ) |  |  | (51 | ) |  |  | (44 | ) |  |  | 0 |  |  |  | (33,051 | )
Interest income |  |  | 43 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 43 |
Other income |  |  | 244 |  |  |  | 0 |  |  |  | 152 |  |  |  | 0 |  |  |  | 396 |
Income (loss) before taxes and equity in earnings of affiliates |  |  | (47,049 | ) |  |  | 4,558 |  |  |  | 64,719 |  |  |  | 0 |  |  |  | 22,228 |
Income tax expense (benefit) |  |  | (17,555 | ) |  |  | 1,773 |  |  |  | 23,999 |  |  |  | 0 |  |  |  | 8,217 |
Equity in earnings of affiliates |  |  | 42,368 |  |  |  | 0 |  |  |  | 1,633 |  |  |  | (44,001 | ) |  |  | 0 |
Net income including noncontrolling interest |  |  | 12,874 |  |  |  | 2,785 |  |  |  | 42,353 |  |  |  | (44,001 | ) |  |  | 14,011 |
Net income attributable to noncontrolling interest |  |  | 0 |  |  |  | 1,137 |  |  |  | 0 |  |  |  | 0 |  |  |  | 1,137 |
Net income attributable to Central Garden & Pet Company |  | $ | 12,874 |  |  | $ | 1,648 |  |  | $ | 42,353 |  |  | $ | (44,001 | ) |  | $ | 12,874 |
|  | CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended June 27, 2015 (in thousands) |
|  | Parent |  |  | Non-Guarantor Subsidiaries |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
Net income |  | $ | 18,800 |  |  | $ | 2,115 |  |  | $ | 24,864 |  |  | $ | (26,656 | ) |  | $ | 19,123 |
Other comprehensive income: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign currency translation |  |  | 615 |  |  |  | 456 |  |  |  | 24 |  |  |  | (480 | ) |  |  | 615 |
Total comprehensive income |  |  | 19,415 |  |  |  | 2,571 |  |  |  | 24,888 |  |  |  | (27,136 | ) |  |  | 19,738 |
Comprehensive income attributable to noncontrolling interests |  |  | 0 |  |  |  | 323 |  |  |  | 0 |  |  |  | 0 |  |  |  | 323 |
Comprehensive income attributable to Central Garden &Pet Company |  | $ | 19,415 |  |  | $ | 2,248 |  |  | $ | 24,888 |  |  | $ | (27,136 | ) |  | $ | 19,415 |
|  | CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended June 28, 2014 (As Revised) (in thousands) |
|  | Parent |  |  | Non- Guarantor Subsidiaries |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
Net income |  | $ | 4,687 |  |  | $ | 1,605 |  |  | $ | 18,770 |  |  | $ | (19,728 | ) |  | $ | 5,334 |
Other comprehensive income: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign currency translation |  |  | 0 |  |  |  | 339 |  |  |  | 0 |  |  |  | 0 |  |  |  | 339 |
Total comprehensive income |  |  | 4,687 |  |  |  | 1,944 |  |  |  | 18,770 |  |  |  | (19,728 | ) |  |  | 5,673 |
Comprehensive income attributable to noncontrolling interests |  |  | 0 |  |  |  | 647 |  |  |  | 0 |  |  |  | 0 |  |  |  | 647 |
Comprehensive income attributable to Central Garden &Pet Company |  | $ | 4,687 |  |  | $ | 1,297 |  |  | $ | 18,770 |  |  | $ | (19,728 | ) |  | $ | 5,026 |
|  | CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Nine Months Ended June 27, 2015 (in thousands) |
|  | Parent |  |  | Non- Guarantor Subsidiaries |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
Net income |  | $ | 36,340 |  |  | $ | 2,828 |  |  | $ | 60,123 |  |  | $ | (61,881 | ) |  | $ | 37,410 |
Other comprehensive income (loss): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Unrealized loss on securities |  |  | (10 | ) |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | (10 | )
Reclassification of realized loss on securities included in net income |  |  | 20 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 20 |
Foreign currency translation |  |  | (563 | ) |  |  | (244 | ) |  |  | (244 | ) |  |  | 488 |  |  |  | (563 | )
Total comprehensive income |  |  | 35,787 |  |  |  | 2,584 |  |  |  | 59,879 |  |  |  | (61,393 | ) |  |  | 36,857 |
Comprehensive income attributable to noncontrolling interests |  |  | 0 |  |  |  | 1,070 |  |  |  | 0 |  |  |  | 0 |  |  |  | 1,070 |
Comprehensive income attributable to Central Garden &Pet Company |  | $ | 35,787 |  |  | $ | 1,514 |  |  | $ | 59,879 |  |  | $ | (61,393 | ) |  | $ | 35,787 |
|  | CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Nine Months Ended June 28, 2014 (As Revised) (in thousands) |
|  | Parent |  |  | Non- Guarantor Subsidiaries |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
Net income |  | $ | 12,874 |  |  | $ | 2,785 |  |  | $ | 42,353 |  |  | $ | (44,001 | ) |  | $ | 14,011 |
Other comprehensive income: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign currency translation |  |  | 0 |  |  |  | 426 |  |  |  | 0 |  |  |  | 0 |  |  |  | 426 |
Total comprehensive income |  |  | 12,874 |  |  |  | 3,211 |  |  |  | 42,353 |  |  |  | (44,001 | ) |  |  | 14,437 |
Comprehensive income attributable to noncontrolling interests |  |  | 0 |  |  |  | 1,137 |  |  |  | 0 |  |  |  | 0 |  |  |  | 1,137 |
Comprehensive income attributable to Central Garden &Pet Company |  | $ | 12,874 |  |  | $ | 2,074 |  |  | $ | 42,353 |  |  | $ | (44,001 | ) |  | $ | 13,300 |
|  | CONSOLIDATING CONDENSED BALANCE SHEET June 27, 2015 (in thousands) |
|  | Parent |  |  | Non- Guarantor Subsidiaries |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 30,640 |  |  | $ | 10,606 |  |  | $ | 2,595 |  |  | $ | 0 |  |  | $ | 43,841 |
Restricted cash |  |  | 12,590 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 12,590 |
Accounts receivable, net |  |  | 56,528 |  |  |  | 11,152 |  |  |  | 155,469 |  |  |  | 0 |  |  |  | 223,149 |
Inventories |  |  | 86,211 |  |  |  | 14,409 |  |  |  | 239,613 |  |  |  | 0 |  |  |  | 340,233 |
Prepaid expenses and other |  |  | 25,727 |  |  |  | 1,260 |  |  |  | 27,571 |  |  |  | 0 |  |  |  | 54,558 |
Total current assets |  |  | 211,696 |  |  |  | 37,427 |  |  |  | 425,248 |  |  |  | 0 |  |  |  | 674,371 |
Land, buildings, improvements and equipment, net |  |  | 54,176 |  |  |  | 3,540 |  |  |  | 105,253 |  |  |  | 0 |  |  |  | 162,969 |
Goodwill |  |  | 0 |  |  |  | 0 |  |  |  | 209,089 |  |  |  | 0 |  |  |  | 209,089 |
Other long term assets |  |  | 31,739 |  |  |  | 3,877 |  |  |  | 80,193 |  |  |  | (3,017 | ) |  |  | 112,792 |
Intercompany receivable |  |  | 36,989 |  |  |  | 0 |  |  |  | 386,955 |  |  |  | (423,944 | ) |  |  | 0 |
Investment in subsidiaries |  |  | 1,042,817 |  |  |  | 0 |  |  |  | 0 |  |  |  | (1,042,817 | ) |  |  | 0 |
Total |  | $ | 1,377,417 |  |  | $ | 44,844 |  |  | $ | 1,206,738 |  |  | $ | (1,469,778 | ) |  | $ | 1,159,221 |
LIABILITIES AND EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable |  | $ | 28,927 |  |  | $ | 6,501 |  |  | $ | 54,995 |  |  | $ | 0 |  |  | $ | 90,423 |
Accrued expenses |  |  | 59,275 |  |  |  | 2,928 |  |  |  | 47,867 |  |  |  | 0 |  |  |  | 110,070 |
Current portion of long-term debt |  |  | 260 |  |  |  | 0 |  |  |  | 30 |  |  |  | 0 |  |  |  | 290 |
Total current liabilities |  |  | 88,462 |  |  |  | 9,429 |  |  |  | 102,892 |  |  |  | 0 |  |  |  | 200,783 |
Long-term debt |  |  | 399,806 |  |  |  | 0 |  |  |  | 73 |  |  |  | 0 |  |  |  | 399,879 |
Intercompany payable |  |  | 377,284 |  |  |  | 46,660 |  |  |  | 0 |  |  |  | (423,944 | ) |  |  | 0 |
Losses in excess of investment in subsidiaries |  |  | 0 |  |  |  | 0 |  |  |  | 12,324 |  |  |  | (12,324 | ) |  |  | 0 |
Other long-term obligations |  |  | 1,573 |  |  |  | 0 |  |  |  | 48,591 |  |  |  | (3,017 | ) |  |  | 47,147 |
Total Central Garden & Pet shareholders’ equity |  |  | 510,292 |  |  |  | (12,365 | ) |  |  | 1,042,858 |  |  |  | (1,030,493 | ) |  |  | 510,292 |
Noncontrolling interest |  |  | 0 |  |  |  | 1,120 |  |  |  | 0 |  |  |  | 0 |  |  |  | 1,120 |
Total equity |  |  | 510,292 |  |  |  | (11,245 | ) |  |  | 1,042,858 |  |  |  | (1,030,493 | ) |  |  | 511,412 |
Total |  | $ | 1,377,417 |  |  | $ | 44,844 |  |  | $ | 1,206,738 |  |  | $ | (1,469,778 | ) |  | $ | 1,159,221 |
|  | CONSOLIDATING CONDENSED BALANCE SHEET June 28, 2014 (As Revised) (in thousands) |
|  | Parent |  |  | Non- Guarantor Subsidiaries |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 16,182 |  |  | $ | 12,863 |  |  | $ | 2,801 |  |  | $ | 0 |  |  | $ | 31,846 |
Short term investments |  |  | 14,220 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 14,220 |
Accounts receivable, net |  |  | 50,219 |  |  |  | 12,220 |  |  |  | 151,681 |  |  |  | 0 |  |  |  | 214,120 |
Inventories |  |  | 87,570 |  |  |  | 18,551 |  |  |  | 258,914 |  |  |  | 0 |  |  |  | 365,035 |
Prepaid expenses and other |  |  | 25,489 |  |  |  | 1,102 |  |  |  | 27,098 |  |  |  | 0 |  |  |  | 53,689 |
Total current assets |  |  | 193,680 |  |  |  | 44,736 |  |  |  | 440,494 |  |  |  | 0 |  |  |  | 678,910 |
Land, buildings, improvements and equipment, net |  |  | 71,940 |  |  |  | 3,512 |  |  |  | 102,208 |  |  |  | 0 |  |  |  | 177,660 |
Goodwill |  |  | 0 |  |  |  | 0 |  |  |  | 205,756 |  |  |  | 0 |  |  |  | 205,756 |
Other long term assets |  |  | 17,147 |  |  |  | 3,492 |  |  |  | 85,679 |  |  |  | (2,706 | ) |  |  | 103,612 |
Intercompany receivable |  |  | 38,865 |  |  |  | 0 |  |  |  | 287,318 |  |  |  | (326,183 | ) |  |  | 0 |
Investment in subsidiaries |  |  | 974,815 |  |  |  | 0 |  |  |  | 0 |  |  |  | (974,815 | ) |  |  | 0 |
Total |  | $ | 1,296,447 |  |  | $ | 51,740 |  |  | $ | 1,121,455 |  |  | $ | (1,303,704 | ) |  | $ | 1,165,938 |
LIABILITIES AND EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable |  | $ | 31,968 |  |  | $ | 7,765 |  |  | $ | 50,226 |  |  | $ | 0 |  |  | $ | 89,959 |
Accrued expenses |  |  | 42,836 |  |  |  | 2,688 |  |  |  | 43,997 |  |  |  | 0 |  |  |  | 89,521 |
Current portion of long-term debt |  |  | 266 |  |  |  | 0 |  |  |  | 30 |  |  |  | 0 |  |  |  | 296 |
Total current liabilities |  |  | 75,070 |  |  |  | 10,453 |  |  |  | 94,253 |  |  |  | 0 |  |  |  | 179,776 |
Long-term debt |  |  | 449,887 |  |  |  | 0 |  |  |  | 107 |  |  |  | 0 |  |  |  | 449,994 |
Intercompany payable |  |  | 278,840 |  |  |  | 47,343 |  |  |  | 0 |  |  |  | (326,183 | ) |  |  |  |
Losses in excess of investment in subsidiaries |  |  | 0 |  |  |  | 0 |  |  |  | 7,467 |  |  |  | (7,467 | ) |  |  | 0 |
Other long-term obligations |  |  | 1,568 |  |  |  | 0 |  |  |  | 44,374 |  |  |  | (2,706 | ) |  |  | 43,236 |
Total Central Garden & Pet shareholders’ equity |  |  | 491,082 |  |  |  | (7,906 | ) |  |  | 975,254 |  |  |  | (967,348 | ) |  |  | 491,082 |
Noncontrolling interest |  |  | 0 |  |  |  | 1,850 |  |  |  | 0 |  |  |  | 0 |  |  |  | 1,850 |
Total equity |  |  | 491,082 |  |  |  | (6,056 | ) |  |  | 975,254 |  |  |  | (967,348 | ) |  |  | 492,932 |
Total |  | $ | 1,296,447 |  |  | $ | 51,740 |  |  | $ | 1,121,455 |  |  | $ | (1,303,704 | ) |  | $ | 1,165,938 |
|  | CONSOLIDATING CONDENSED BALANCE SHEET September 27, 2014 (in thousands) |
|  | Parent |  |  | Non- Guarantor Subsidiaries |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 63,471 |  |  | $ | 12,806 |  |  | $ | 2,399 |  |  | $ | 0 |  |  | $ | 78,676 |
Restricted cash |  |  | 14,283 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 14,283 |
Short term investments |  |  | 9,990 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 9,990 |
Accounts receivable, net |  |  | 41,235 |  |  |  | 8,268 |  |  |  | 144,226 |  |  |  | 0 |  |  |  | 193,729 |
Inventories |  |  | 79,199 |  |  |  | 15,210 |  |  |  | 231,977 |  |  |  | 0 |  |  |  | 326,386 |
Prepaid expenses and other |  |  | 26,092 |  |  |  | 816 |  |  |  | 21,580 |  |  |  | 0 |  |  |  | 48,488 |
Total current assets |  |  | 234,270 |  |  |  | 37,100 |  |  |  | 400,182 |  |  |  | 0 |  |  |  | 671,552 |
Land, buildings, improvements and equipment, net |  |  | 63,059 |  |  |  | 3,649 |  |  |  | 100,141 |  |  |  | 0 |  |  |  | 166,849 |
Goodwill |  |  | 0 |  |  |  | 0 |  |  |  | 208,233 |  |  |  | 0 |  |  |  | 208,233 |
Other long term assets |  |  | 25,230 |  |  |  | 4,244 |  |  |  | 83,713 |  |  |  | (11,094 | ) |  |  | 102,093 |
Intercompany receivable |  |  | 16,906 |  |  |  | 0 |  |  |  | 351,423 |  |  |  | (368,329 | ) |  |  | 0 |
Investment in subsidiaries |  |  | 983,413 |  |  |  | 0 |  |  |  | 0 |  |  |  | (983,413 | ) |  |  | 0 |
Total |  | $ | 1,322,878 |  |  | $ | 44,993 |  |  | $ | 1,143,692 |  |  | $ | (1,362,836 | ) |  | $ | 1,148,727 |
LIABILITIES AND EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable |  | $ | 28,937 |  |  | $ | 3,542 |  |  | $ | 55,949 |  |  | $ | 0 |  |  | $ | 88,428 |
Accrued expenses |  |  | 34,151 |  |  |  | 1,868 |  |  |  | 48,360 |  |  |  | 0 |  |  |  | 84,379 |
Current portion of long term debt |  |  | 261 |  |  |  | 0 |  |  |  | 30 |  |  |  | 0 |  |  |  | 291 |
Total current liabilities |  |  | 63,349 |  |  |  | 5,410 |  |  |  | 104,339 |  |  |  | 0 |  |  |  | 173,098 |
Long-term debt |  |  | 449,855 |  |  |  | 0 |  |  |  | 93 |  |  |  | 0 |  |  |  | 449,948 |
Intercompany payable |  |  | 323,314 |  |  |  | 45,015 |  |  |  | 0 |  |  |  | (368,329 | ) |  |  | 0 |
Losses in excess of investment in subsidiaries |  |  | 0 |  |  |  | 0 |  |  |  | 7,594 |  |  |  | (7,594 | ) |  |  | 0 |
Other long-term obligations |  |  | 1,636 |  |  |  | 0 |  |  |  | 48,686 |  |  |  | (11,094 | ) |  |  | 39,228 |
Total Central Garden & Pet shareholders’ equity |  |  | 484,724 |  |  |  | (7,162 | ) |  |  | 982,980 |  |  |  | (975,819 | ) |  |  | 484,723 |
Noncontrolling interest |  |  | 0 |  |  |  | 1,730 |  |  |  | 0 |  |  |  | 0 |  |  |  | 1,730 |
Total equity |  |  | 484,724 |  |  |  | (5,432 | ) |  |  | 982,980 |  |  |  | (975,819 | ) |  |  | 486,453 |
Total |  | $ | 1,322,878 |  |  | $ | 44,993 |  |  | $ | 1,143,692 |  |  | $ | (1,362,836 | ) |  | $ | 1,148,727 |
|  | CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Nine Months Ended June 27, 2015 (in thousands) |
|  | Parent |  |  | Non- Guarantor Subsidiaries |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
Net cash provided by operating activities |  | $ | 6,844 |  |  | $ | 4,862 |  |  | $ | 51,610 |  |  | $ | (6,719 | ) |  | $ | 56,597 |
Additions to property, plant and equipment |  |  | (2,044 | ) |  |  | (180 | ) |  |  | (15,936 | ) |  |  | (0 | ) |  |  | (18,160 | )
Payments to acquire companies, net of cash acquired |  |  | (16,000 | ) |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | (16,000 | )
Change in restricted cash and cash equivalents |  |  | 1,693 |  |  |  | (0 | ) |  |  | (0 | ) |  |  | (0 | ) |  |  | 1,693 |
Maturities of short term investments |  |  | 9,997 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 9,997 |
Investment in short term investments |  |  | (17 | ) |  |  | (0 | ) |  |  | (0 | ) |  |  | (0 | ) |  |  | (17 | )
Other investing activities |  |  | (489 | ) |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (489 | )
Intercompany investing activities |  |  | (20,083 | ) |  |  | (0 | ) |  |  | (35,533 | ) |  |  | 55,616 |  |  |  | (0 | )
Net cash used by investing activities |  |  | (26,943 | ) |  |  | (180 | ) |  |  | (51,469 | ) |  |  | 55,616 |  |  |  | (22,976 | )
Repayments on revolving line of credit |  |  | (312,000 | ) |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | (312,000 | )
Borrowings on revolving line of credit |  |  | 312,000 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 312,000 |
Repayments of long-term debt |  |  | (50,196 | ) |  |  | (0 | ) |  |  | (20 | ) |  |  | (0 | ) |  |  | (50,216 | )
Proceeds from issuance of common stock |  |  | 2,148 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 2,148 |
Excess tax benefits from stock-based awards |  |  | 685 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 685 |
Repurchase of common stock |  |  | (19,021 | ) |  |  | (0 | ) |  |  | (0 | ) |  |  | (0 | ) |  |  | (19,021 | )
Distribution to parent |  |  | 0 |  |  |  | (6,719 | ) |  |  | 0 |  |  |  | 6,719 |  |  |  | 0 |
Distribution to noncontrolling interest |  |  | 0 |  |  |  | (1,680 | ) |  |  | 0 |  |  |  | 0 |  |  |  | (1,680 | )
Intercompany financing activities |  |  | 53,971 |  |  |  | 1,645 |  |  |  | 0 |  |  |  | (55,616 | ) |  |  | 0 |
Net cash used by financing activities |  |  | (12,413 | ) |  |  | (6,754 | ) |  |  | (20 | ) |  |  | (48,897 | ) |  |  | (68,084 | )
Effect of exchange rates on cash |  |  | (319 | ) |  |  | (128 | ) |  |  | 75 |  |  |  | (0 | ) |  |  | (372 | )
Net increase (decrease) in cash and cash equivalents |  |  | (32,831 | ) |  |  | (2,200 | ) |  |  | 196 |  |  |  | 0 |  |  |  | (34,835 | )
Cash and cash equivalents at beginning of period |  |  | 63,471 |  |  |  | 12,806 |  |  |  | 2,399 |  |  |  | 0 |  |  |  | 78,676 |
Cash and cash equivalents at end of period |  | $ | 30,640 |  |  | $ | 10,606 |  |  | $ | 2,595 |  |  | $ | 0 |  |  | $ | 43,841 |
|  | CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Nine Months Ended June 28, 2014 (As Revised) (in thousands) |
|  | Parent |  |  | Non-Guarantor Subsidiaries |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
Net cash provided by operating activities |  | $ | 2,881 |  |  | $ | 5,764 |  |  | $ | 62,740 |  |  | $ | (2,534 | ) |  | $ | 68,851 |
Additions to property, plant and equipment |  |  | (5,728 | ) |  |  | (1,482 | ) |  |  | (6,497 | ) |  |  | 0 |  |  |  | (13,707 | )
Proceeds from sale of property and equipment, net of expenses |  |  | 0 |  |  |  | 0 |  |  |  | 5,171 |  |  |  | 0 |  |  |  | 5,171 |
Payments to acquire companies, net of cash acquired |  |  | 0 |  |  |  | 0 |  |  |  | (20,262 | ) |  |  | 0 |  |  |  | (20,262 | )
Maturities of short term investments |  |  | 3,600 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 3,600 |
Intercompany investing activities |  |  | (28,685 | ) |  |  | 0 |  |  |  | (40,821 | ) |  |  | 69,506 |  |  |  | 0 |
Net cash used by investing activities |  |  | (30,813 | ) |  |  | (1,482 | ) |  |  | (62,409 | ) |  |  | 69,506 |  |  |  | (25,198 | )
Repayments on revolving line of credit |  |  | (301,000 | ) |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | (301,000 | )
Borrowings on revolving line of credit |  |  | 278,000 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 278,000 |
Repayments of long-term debt |  |  | (172 | ) |  |  | 0 |  |  |  | (110 | ) |  |  | 0 |  |  |  | (282 | )
Proceeds from issuance of common stock |  |  | 594 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 594 |
Excess tax benefits from stock-based awards |  |  | 422 |  |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | 422 |
Repurchase of common stock |  |  | (1,190 | ) |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | (1,190 | )
Payment of deferred financing costs |  |  | (3,090 | ) |  |  | 0 |  |  |  | 0 |  |  |  | 0 |  |  |  | (3,090 | )
Distribution to parent |  |  | 0 |  |  |  | (2,534 | ) |  |  | 0 |  |  |  | 2,534 |  |  |  | 0 |
Distribution to noncontrolling interest |  |  | 0 |  |  |  | (633 | ) |  |  | 0 |  |  |  | 0 |  |  |  | (633 | )
Intercompany financing activities |  |  | 64,582 |  |  |  | 4,924 |  |  |  | 0 |  |  |  | (69,506 | ) |  |  | 0 |
Net cash provided (used) by financing activities |  |  | 38,146 |  |  |  | 1,757 |  |  |  | (110 | ) |  |  | (66,972 | ) |  |  | (27,179 | )
Effect of exchange rates on cash |  |  | 530 |  |  |  | (179 | ) |  |  | (135 | ) |  |  | 0 |  |  |  | 216 |
Net increase in cash and cash equivalents |  |  | 10,744 |  |  |  | 5,860 |  |  |  | 86 |  |  |  | 0 |  |  |  | 16,690 |
Cash and cash equivalents at beginning of period |  |  | 5,438 |  |  |  | 7,003 |  |  |  | 2,715 |  |  |  | 0 |  |  |  | 15,156 |
Cash and cash equivalents at end of period |  | $ | 16,182 |  |  | $ | 12,863 |  |  | $ | 2,801 |  |  | $ | 0 |  |  | $ | 31,846 |
Subsequent to the issuance of the Form 10-Q for the quarterly period ended June 28, 2014, management identified certain corrections that were needed in the presentation of the Consolidating Condensed Financial Statements. The Company revised its Consolidating Condensed Financial Statements to correct the presentation of intercompany activities and other classification items between the Parent, Guarantors and Non-Guarantor subsidiaries for intercompany activities. The Company has also included a new column in its Consolidating Condensed Financial Statements to present separate results for Non-Guarantor subsidiaries. There were no changes to any of the Company’s Consolidated Financial Statements. The Company assessed the materiality of these items on previously issued financial statements in accordance with SEC Staff Accounting Bulletins No. 99 and No. 108, and concluded that the revisions were not material to the Consolidating Condensed Financial Statements. The impact of these revisions is shown in the following tables:
|  | CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Three Months Ended June 28, 2014 (in thousands) |
|  | As previously reported |  |  | Adjustments |  |  | As revised |
Parent |  | $ | (10,448 | ) |  | $ | (2,611 | ) |  | $ | (13,059 | )
Non-guarantor subsidiaries |  |  | 0 |  |  |  | 2,487 |  |  |  | 2,487 |
Guarantor subsidiaries |  |  | 28,874 |  |  |  | 124 |  |  |  | 28,998 |
Eliminations |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
Income (loss) from operations |  |  | 18,426 |  |  |  | 0 |  |  |  | 18,426 |
Parent |  |  | 4,687 |  |  |  | 0 |  |  |  | 4,687 |
Non-guarantor subsidiaries |  |  | 0 |  |  |  | 958 |  |  |  | 958 |
Guarantor subsidiaries |  |  | 19,869 |  |  |  | (1,099 | ) |  |  | 18,770 |
Eliminations |  |  | (19,869 | ) |  |  | 141 |  |  |  | (19,728 | )
Net income attributable to Central Garden & Pet Company |  | $ | 4,687 |  |  | $ | 0 |  |  | $ | 4,687 |
|  | CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS Nine Months Ended June 28, 2014 (in thousands) |
|  | As previously reported |  |  | Adjustments |  |  | As revised |
Parent |  | $ | (9,296 | ) |  | $ | (5,084 | ) |  | $ | (14,380 | )
Non-guarantor subsidiaries |  |  | 0 |  |  |  | 4,609 |  |  |  | 4,609 |
Guarantor subsidiaries |  |  | 64,136 |  |  |  | 475 |  |  |  | 64,611 |
Eliminations |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
Income (loss) from operations |  |  | 54,840 |  |  |  | 0 |  |  |  | 54,840 |
Parent |  |  | 12,874 |  |  |  | 0 |  |  |  | 12,874 |
Non-guarantor subsidiaries |  |  | 0 |  |  |  | 1,648 |  |  |  | 1,648 |
Guarantor subsidiaries |  |  | 43,277 |  |  |  | (924 | ) |  |  | 42,353 |
Eliminations |  |  | (43,277 | ) |  |  | (724 | ) |  |  | (44,001 | )
Net income attributable to Central Garden & Pet Company |  | $ | 12,874 |  |  | $ | 0 |  |  | $ | 12,874 |
In the Consolidating Condensed Statement of Operations, the Company now presents the Non-Guarantor subsidiaries separate from the Parent. The Company also recorded the equity in earnings of Non-Guarantor subsidiaries, which are owned by Guarantor subsidiaries, within the Guarantor subsidiary column, and have appropriately eliminated intercompany earnings between Non-Guarantor and Guarantor subsidiaries.
|  | CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME Three Months Ended June 28, 2014 (in thousands) |
|  | As previously reported |  |  | Adjustments |  |  | As revised |
Parent |  | $ | (14,535 | ) |  | $ | 19,222 |  |  | $ | 4,687 |
Non-guarantor subsidiaries |  |  | 0 |  |  |  | 1,605 |  |  |  | 1,605 |
Guarantor subsidiaries |  |  | 19,869 |  |  |  | (1,099 | ) |  |  | 18,770 |
Eliminations |  |  | 0 |  |  |  | (19,728 | ) |  |  | (19,728 | )
Net income (loss) |  |  | 5,334 |  |  |  | 0 |  |  |  | 5,334 |
Parent |  |  | (14,196 | ) |  |  | 18,883 |  |  |  | 4,687 |
Non-guarantor subsidiaries |  |  | 0 |  |  |  | 1,944 |  |  |  | 1,944 |
Guarantor subsidiaries |  |  | 19,869 |  |  |  | (1,099 | ) |  |  | 18,770 |
Eliminations |  |  | 0 |  |  |  | (19,728 | ) |  |  | (19,728 | )
Total comprehensive income (loss) |  |  | 5,673 |  |  |  | 0 |  |  |  | 5,673 |
Parent |  |  | (14,843 | ) |  |  | 19,530 |  |  |  | 4,687 |
Non-guarantor subsidiaries |  |  | 0 |  |  |  | 1,297 |  |  |  | 1,297 |
Guarantor subsidiaries |  |  | 19,869 |  |  |  | (1,099 | ) |  |  | 18,770 |
Eliminations |  |  | 0 |  |  |  | (19,728 | ) |  |  | (19,728 | )
Comprehensive income (loss) attributable to Central Garden & Pet Company |  | $ | 5,026 |  |  | $ | 0 |  |  | $ | 5,026 |
|  | CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME Nine Months Ended June 28, 2014 (in thousands) |
|  | As previously reported |  |  | Adjustments |  |  | As revised |
Parent |  | $ | (29,266 | ) |  | $ | 42,140 |  |  | $ | 12,874 |
Non-guarantor subsidiaries |  |  | 0 |  |  |  | 2,785 |  |  |  | 2,785 |
Guarantor subsidiaries |  |  | 43,277 |  |  |  | (924 | ) |  |  | 42,353 |
Eliminations |  |  | 0 |  |  |  | (44,001 | ) |  |  | (44,001 | )
Net income (loss) |  |  | 14,011 |  |  |  | 0 |  |  |  | 14,011 |
Parent |  |  | (28,840 | ) |  |  | 41,714 |  |  |  | 12,874 |
Non-guarantor subsidiaries |  |  | 0 |  |  |  | 3,211 |  |  |  | 3,211 |
Guarantor subsidiaries |  |  | 43,277 |  |  |  | (924 | ) |  |  | 42,353 |
Eliminations |  |  | 0 |  |  |  | (44,001 | ) |  |  | (44,001 | )
Total comprehensive income (loss) |  |  | 14,437 |  |  |  | 0 |  |  |  | 14,437 |
Parent |  |  | (29,977 | ) |  |  | 42,851 |  |  |  | 12,874 |
Non-guarantor subsidiaries |  |  | 0 |  |  |  | 2,074 |  |  |  | 2,074 |
Guarantor subsidiaries |  |  | 43,277 |  |  |  | (924 | ) |  |  | 42,353 |
Eliminations |  |  | 0 |  |  |  | (44,001 | ) |  |  | (44,001 | )
Comprehensive income (loss) attributable to Central Garden & Pet Company |  | $ | 13,300 |  |  | $ | 0 |  |  | $ | 13,300 |
In the Consolidating Condensed Statement of Comprehensive Income, the Company now presents the Non-Guarantor subsidiaries separate from the Parent. The Company also recorded an adjustment to correct the beginning net income of the Parent to reflect equity in the earnings from affiliates.
|  | CONSOLIDATING CONDENSED BALANCE SHEET June 28, 2014 (in thousands) |
|  | As previously reported |  |  | Adjustments |  |  | As revised |
Parent |  | $ | 240,108 |  |  | $ | (46,428 | ) |  | $ | 193,680 |
Non-Guarantor subsidiaries |  |  | 0 |  |  |  | 44,736 |  |  |  | 44,736 |
Guarantor subsidiaries |  |  | 441,922 |  |  |  | (1,428 | ) |  |  | 440,494 |
Eliminations |  |  | (3,120 | ) |  |  | 3,120 |  |  |  | 0 |
Current assets |  |  | 678,910 |  |  |  | 0 |  |  |  | 678,910 |
Parent |  |  | 1,066,208 |  |  |  | 230,239 |  |  |  | 1,296,447 |
Non-Guarantor subsidiaries |  |  | 0 |  |  |  | 51,740 |  |  |  | 51,740 |
Guarantor subsidiaries |  |  | 796,926 |  |  |  | 324,529 |  |  |  | 1,121,455 |
Eliminations |  |  | (697,196 | ) |  |  | (606,508 | ) |  |  | (1,303,704 | )
Total assets |  | $ | 1,165,938 |  |  | $ | 0 |  |  | $ | 1,165,938 |
Parent |  | $ | 85,213 |  |  | $ | (10,143 | ) |  | $ | 75,070 |
Non-Guarantor subsidiaries |  |  | 0 |  |  |  | 10,453 |  |  |  | 10,453 |
Guarantor subsidiaries |  |  | 97,683 |  |  |  | (3,430 | ) |  |  | 94,253 |
Eliminations |  |  | (3,120 | ) |  |  | 3,120 |  |  |  | 0 |
Current liabilities |  |  | 179,776 |  |  |  | 0 |  |  |  | 179,776 |
Parent |  |  | 492,932 |  |  |  | (1,850 | ) |  |  | 491,082 |
Non-Guarantor subsidiaries |  |  | 0 |  |  |  | (6,056 | ) |  |  | (6,056 | )
Guarantor subsidiaries |  |  | 694,076 |  |  |  | 281,178 |  |  |  | 975,254 |
Eliminations |  |  | (694,076 | ) |  |  | (273,272 | ) |  |  | (967,348 | )
Total equity |  | $ | 492,932 |  |  | $ | 0 |  |  | $ | 492,932 |
In the Consolidating Condensed Balance Sheet, the Company now presents the Non-Guarantor subsidiaries separate from the Parent. The Company also recorded adjustments to present intercompany receivables and payables between legal entities of the Guarantor, Non-Guarantor and Parent on a gross basis instead of net. These adjustments impacted the Parent’s total long term assets and liabilities and the Guarantor subsidiaries’ total long term assets and equity. The Company also corrected the presentation of certain deferred tax balances to present on a gross basis by legal entity.
|  | CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS Nine Months Ended June 28, 2014 |
|  | As previously reported |  |  | Adjustments |  |  | As revised |
Parent |  | $ | 47,393 |  |  | $ | (44,512 | ) |  | $ | 2,881 |
Non-Guarantor subsidiaries |  |  | 0 |  |  |  | 5,764 |  |  |  | 5,764 |
Guarantor subsidiaries |  |  | 64,735 |  |  |  | (1,995 | ) |  |  | 62,740 |
Eliminations |  |  | (43,277 | ) |  |  | 40,743 |  |  |  | (2,534 | )
Net cash provided by (used in) operating activities |  |  | 68,851 |  |  |  | 0 |  |  |  | 68,851 |
Parent |  |  | (4,071 | ) |  |  | (26,742 | ) |  |  | (30,813 | )
Non-Guarantor subsidiaries |  |  | 0 |  |  |  | (1,482 | ) |  |  | (1,482 | )
Guarantor subsidiaries |  |  | (64,404 | ) |  |  | 1,995 |  |  |  | (62,409 | )
Eliminations |  |  | 43,277 |  |  |  | 26,229 |  |  |  | 69,506 |
Net cash provided by (used in) investing activities |  |  | (25,198 | ) |  |  | 0 |  |  |  | (25,198 | )
Parent |  |  | (27,069 | ) |  |  | 65,215 |  |  |  | 38,146 |
Non-Guarantor subsidiaries |  |  | 0 |  |  |  | 1,757 |  |  |  | 1,757 |
Guarantor subsidiaries |  |  | (110 | ) |  |  | 0 |  |  |  | (110 | )
Eliminations |  |  | 0 |  |  |  | (66,972 | ) |  |  | (66,972 | )
Net cash provided by (used in) financing activities |  | $ | (27,179 | ) |  | $ | 0 |  |  | $ | (27,179 | )
In the Consolidating Condensed Statement of Cash Flows, the Company now presents the Non-Guarantor subsidiaries separate from the Parent. The Company also presents changes in receivable balances between affiliates as investing activities and changes in payable balances between affiliates as financing activities because these changes are a result of subsidiaries’ deposits to or borrowings from the Parent’s cash account under a cash pooling arrangement. The Company also corrected the presentation of the Parent’s cash flow from operating activities to reflect equity in earnings of affiliates as a non-cash operating activity. The Company previously presented changes of intercompany receivables and payables in investing activities.

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- Definition The entire disclosure for condensed financial information, including the financial position, cash flows, and the results of operations of the registrant (parent company) as of the same dates or for the same periods for which audited consolidated financial statements are being presented. Alternatively, the details of this disclosure can be reported by the specific parent company taxonomy elements, indicating the appropriate date and period contexts in an instance document. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=51664549&loc=d3e5283-111683 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-04) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e24072-122690 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph c -Article 5 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 06 -Article 9 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 05 -Paragraph c -Article 7 + Details
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