<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q/A
(Amendment No. 1)
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1034
For the quarterly period ended March 25, 2000
--------------------------------------------------
or
[_] TRANSITION REPORT PURSUANT OF SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from____________________to____________________________
Commission File Number: 0 - 20242
---------------------------------------------------------
CENTRAL GARDEN & PET COMPANY
--------------------------------------------------------------------------------
Delaware 68-0275553
--------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3697 Mt. Diablo Blvd., Suite 310, Lafayette, California 94549
--------------------------------------------------------------------------------
(Address of principle executive offices)
________________________________________________________________________________
(925) 283-4573
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
________________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [x] Yes [_] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. [_]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock Outstanding as of March 25, 2000 16,914,469
Class B Stock Outstanding as of March 25, 2000 1,657,962
<PAGE>
CENTRAL GARDEN & PET COMPANY FORM 10-Q
TABLE OF CONTENTS
PART 1. FINANCIAL INFORMATION
-------------------------------
1. Financial Statements
Condensed Consolidated Balance Sheets
September 25, 1999 and March 25, 2000
Consolidated Statements of Cash Flows
Six Months Ended March 27, 1999 and March 25, 2000
Consolidated Statements of Income
Three and Six Months Ended March 27, 1999 and March 25, 2000
Notes to Consolidated Financial Statements
2. Management's Discussion and Analysis of Financial Condition and Results of
Operations
3. Quantitative and Qualitative Disclosures About Market Risk
PART II. OTHER INFORMATION
----------------------------
1. Legal Proceedings
2. Changes in Securities and Use of Proceeds
3. Defaults Upon Senior Securities
4. Submission of Matter to a Vote of Securities Holders
5. Other Information
6. Exhibits and Reports on Form 8-K
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This quarterly report contains "forward-looking" statements based on current
expectations that involve risks and uncertainties. Actual results and the timing
of certain events may differ significantly from those projected in these
forward-looking statements due to the factors listed below, under "Management's
Discussion and Analysis of Financial Condition and Results of Operations - Risk
Factors Relating to Forward-Looking Statements" in our Annual Report on Form
10-K for the fiscal year ended September 25, 1999, and from time to time in our
filings with the Securities and Exchange Commission. These risks and
uncertainties include, without limitation, the final accounting for all issues
between the Company and Monsanto under the Solaris Agreement, such as the
amounts receivable from Monsanto for cost reimbursements, payments for cost
reductions and payments for services; the amounts payable to Monsanto for
inventory; responsibility for obsolete inventory and for non-payment by Solaris'
direct sales accounts; costs associated with the realignment of the Company's
lawn and garden distribution operations to reflect anticipated business levels
for the fiscal year 2000 and the impact of outstanding or potential litigation.
<PAGE>
CENTRAL GARDEN & PET COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share amounts)
<TABLE>
<CAPTION>
September 25, March 25,
1999 2000
------------ -----------
<S> <C> <C>
ASSETS
Current Assets:
Cash & cash equivalents $ 8,017 $ 8,932
Accounts receivable (less allowance for doubtful
accounts of $6,484 and $6,782) 149,411 240,079
Inventories 240,207 302,311
Inventories held for return to manufacturer 75,887 -
Prepaid expenses and other assets 11,254 10,334
------------ -----------
Total current assets 484,776 561,656
Land, Buildings, Improvements and Equipment - net 94,179 95,949
Goodwill 346,488 361,258
Other Assets 30,387 37,675
------------ -----------
Total $ 955,830 $ 1,056,538
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable $ 95,883 $ 190,177
Accounts payable 188,113 210,226
Accrued expenses 29,667 29,819
Current portion of long-term debt 1,485 1,424
------------ -----------
Total current liabilities 315,148 431,646
Long-Term Debt 123,898 122,693
Deferred Income Taxes and Other Long-Term
Obligations 21,057 18,883
Commitments and Contingencies ---- ----
Shareholders' Equity:
Preferred stock, $.01 par value: 1,000 shares authorized, none
outstanding ---- ----
Class B stock, $.01 par value: 3,000,000 authorized, 1,660,919
and 1,657,962 outstanding 16 16
Common stock, $.01 par value: 80,000,000 authorized, 30,183,365 shares
issued and 19,332,015 outstanding September 25, 1999; 30,274,219
issued and 16,914,469 outstanding at March 25, 2000 302 302
Additional paid-in capital 524,058 524,622
Retained earnings 94,474 100,094
Treasury stock (123,123) (141,718)
------------ -----------
Total shareholders' equity 495,727 483,316
------------ -----------
Total $ 955,830 $ 1,056,538
============ ===========
</TABLE>
See notes to consolidated financial statements
<PAGE>
CENTRAL GARDEN & PET COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended
March 27, March 25,
1999 2000
-------------- -------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 15,113 $ 5,620
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 9,695 11,409
Change in assets and liabilities:
Receivables (130,621) (89,173)
Inventories (112,837) 16,765
Prepaid expenses and other assets 10,655 (2,434)
Accounts payable 198,163 19,838
Accrued expenses and other liabilities 4,903 (2,111)
-------------- -------------
Net cash used in operating activities (4,929) (40,086)
Cash Flows From Investing Activities:
Additions to land, buildings, improvements and equipment (11,182) (7,756)
Payments to acquire companies, net of cash acquired (13,827) (26,240)
-------------- -------------
Net cash used in investing activities (25,009) (33,996)
Cash Flows From Financing Activities:
Proceeds from notes payable - net 67,454 94,294
Repayments on long-term debt (84) (1,266)
Proceeds from issuance of stock - net 1,137 564
Payments to reacquire stock (45,331) (18,595)
-------------- -------------
Net cash provided by financing activities 23,176 74,997
Net Increase (Decrease) in Cash (6,763) 915
Cash at Beginning of Period 10,328 8,017
-------------- -------------
Cash at End of Period $ 3,565 $ 8,932
============== =============
Supplemental Information
Cash paid for interest $ 4,729 $ 9,410
Cash paid for income taxes 1,316 793
Assets (excluding cash) acquired through purchase
of subsidiaries 6,251 7,664
Liabilities assumed through the purchase of subsidiaries 3,274 2,364
</TABLE>
See notes to condensed consolidated financial statements
<PAGE>
CENTRAL GARDEN & PET COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except share amounts)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
March 27, March 25, March 27, March 25,
1999 2000 1999 2000
---------- ---------- --------- ---------
<S> <C> <C> <C> <C>
Net sales $ 675,126 $ 601,534 $ 447,105 $ 382,916
Cost of goods sold and occupancy 516,385 444,528 344,845 284,166
--------- --------- --------- ---------
Gross profit 158,741 157,006 102,260 98,750
Selling, general and administrative expenses 127,259 136,693 72,367 71,184
--------- --------- --------- ---------
Income from operations 31,482 20,313 29,893 27,566
Interest expense (5,785) (10,615) (3,331) (6,139)
Interest income 360 337 247 171
--------- --------- --------- ---------
Income before income taxes 26,057 10,035 26,809 21,598
Income taxes 10,944 4,415 11,260 9,503
--------- --------- --------- ---------
Net Income $ 15,113 $ 5,620 $ 15,549 $ 12,095
========= ========= ========= =========
Net Income per Share
Basic $ 0.51 $ 0.30 $ 0.55 $ 0.65
========= ========= ========= =========
Diluted $ 0.50 $ 0.29 $ 0.51 $ 0.58
========= ========= ========= =========
Weighted average shares outstanding
Basic 29,851 18,981 28,475 18,572
========= ========= ========= =========
Diluted 34,259 19,064 32,833 22,769
========= ========= ========= =========
</TABLE>
See notes to condensed consolidated financial statements
<PAGE>
Central Garden & Pet Company
Notes to Condensed Consolidated Financial Statements
Three Months and Six Months Ended March 25, 2000
(Unaudited)
1. Basis of Presentation
---------------------
The condensed consolidated balance sheet as of March 25, 2000, the
consolidated statements of income for both the three and six months ended
March 25, 2000 and March 27, 1999 and the consolidated statements of cash
flows for the six months ended March 25, 2000 and March 27, 1999 have been
prepared by the Company, without audit. The condensed consolidated balance
sheet as of September 25, 1999 has been derived from the audited financial
statements of the Company for the year ended September 25, 1999. In the
opinion of management, all adjustments (which include only normal recurring
adjustments) considered necessary to present fairly the financial position,
results of operations and cash flows of the Company for the periods
mentioned above, have been made.
Due to the seasonal nature of the Company's business, the results of
operations for the three and six months ended March 25, 2000 are not
indicative of the operating results that may be expected for the year
ending September 30, 2000.
It is suggested that these interim financial statements be read in
conjunction with the annual audited financial statements, accounting
policies and financial notes thereto, included in the Company's 1999 Annual
Report which has previously been filed with the Securities and Exchange
Commission.
2. Share Repurchase Program
------------------------
On October 5, 1999, the Company's Board of Directors authorized the Company
to increase the share repurchase program up to a maximum of $155 million of
common shares. During the six-month period ended March 25, 2000, the
Company repurchased 2,500,000 shares for a total of $18.6 million.
<PAGE>
3. Earnings Per Share
------------------
The following is a reconciliation of the numerators and denominators of the
basic and diluted per-share computations for income from continuing
operations:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 25, 2000 March 25, 2000
------------------------------ -----------------------------
Income Shares Per Share Income Shares Per Share
-------- --------- --------- ------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS:
Net income $12,095 18,572 $0.65 $ 5,620 18,981 $0.30
Effect of dilutive securities:
Options to purchase
common stock 89 83
Convertible notes 1,042 4,107 - -
Diluted EPS:
Net income attributed
to common
shareholders $13,137 22,769 $0.58 $ 5,620 19,064 $0.29
<CAPTION>
Three Months Ended Six Months Ended
March 27, 1999 March 27, 1999
------------------------------ -----------------------------
Income Shares Per Share Income Shares Per Share
-------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS:
Net income $15,549 28,475 $0.55 $15,113 29,851 $0.51
Effect of dilutive securities:
Options to purchase
common stock 251 301
Convertible notes 1,079 4,107 2,158 4,107
Diluted EPS:
Net income attributed
to common
shareholders $16,628 32,833 $0.51 $17,271 34,259 $0.50
</TABLE>
Shares of common stock from the assumed conversion of the Company's
convertible securities totaling 4,107,143 were not included in the
computation of diluted EPS for the six month period ended March 25, 2000
because the assumed conversion would have been anti-dilutive.
<PAGE>
4. Segment Information
-------------------
Management has determined that the reportable segments of the Company are
its Distribution, Pet Products and Garden Products segments, based on the
level at which chief operating decision making group reviews the results of
operations in order to make decisions regarding performance assessment and
resource allocation. There has been no change in the segments reported or
the basis of measurement of segment profit or loss from that which was
reported in the Company's 1999 Form 10-K. Segment information for the
three-month and six-month periods ended March 27, 1999 and March 25, 2000
and segment assets at September 25, 1999 and March 25, 2000 are set forth
below (dollars in thousands):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 27, 1999 March 25, 2000 March 27, 1999 March 25, 2000
<S> <C> <C> <C> <C>
Net sales
Distribution $ 280,898 $ 200,426 $ 409,686 $ 307,126
Garden Products 120,367 135,067 175,374 196,665
Pet Products 62,712 67,245 117,297 127,234
Corporate, eliminations
and all other (16,872) (19,822) (27,231) (29,491)
--------- --------- --------- ---------
Total net sales $ 447,105 $ 382,916 $ 675,126 $ 601,534
========= ========= ========= =========
Intersegment sales
Garden Products $ 9,541 $ 13,984 $ 13,231 $ 17,604
Pet Products 7,912 5,810 14,056 11,361
Corporate, eliminations
and all other (581) 28 (56) 526
--------- --------- --------- ---------
Total intersegment sales $ 16,872 $ 19,822 $ 27,231 $ 29,491
========= ========= ========= =========
Income (loss) from operations
Distribution $ 7,703 $ 4,661 $ 4,786 $ (2,360)
Garden Products 19,298 20,499 21,907 24,720
Pet Products 9,170 10,535 14,674 15,322
Corporate, eliminations
and all other (6,278) (8,129) (9,885) (17,369)
--------- --------- --------- ---------
Income from operations 29,893 27,566 31,482 20,313
Interest expense 3,084 5,968 5,425 10,278
Income taxes 11,260 9,503 10,944 4,415
--------- --------- --------- ---------
Net income $ 15,549 $ 12,095 $ 15,113 $ 5,620
========= ========= ========= =========
Depreciation and amortization
Distribution $ 750 $ 1,165 $ 1,652 $ 2,274
Garden Products 626 818 1,486 1,804
Pet Products 921 1,213 1,879 2,357
Corporate, eliminations and all other 2,286 2,548 4,678 4,974
--------- --------- --------- ---------
Total depreciation and amortization $ 4,583 $ 5,744 $ 9,695 $ 11,409
========= ========= ========= =========
Expenditures for long-lived assets
Distribution $ 2,102 $ 617 $ 3,544 $ 1,680
Garden Products 1,266 736 2,433 2,697
Pet Products 2,408 1,595 3,743 3,337
Corporate, eliminations and all other 13 19 1,462 42
--------- --------- --------- ---------
Total expenditures for long-lived assets $ 5,789 $ 2,967 $ 11,182 $ 7,756
========= ========= ========= =========
</TABLE>
<PAGE>
September 25, 1999 March 25, 2000
------------------ --------------
Assets
Distribution $216,981 $ 211,245
Garden Products 179,953 260,255
Pet Products 99,583 108,560
Corporate, eliminations and all other 459,313 476,478
-------- ----------
Total assets $955,830 $1,056,538
======== ==========
5. Proposal to Spin Off Garden Distribution Business
--------------------------------------------------
On March 20, 2000, the Company announced that it is preparing to file with
the Securities and Exchange Commission ("SEC") a Form 10 which, when
declared effective by the SEC, would permit the Company to spin off its
lawn and garden distribution business to shareholders. If the spin off is
completed, the lawn and garden business would become a separate public
company while Central would continue to operate its existing lawn and
garden branded products business, as well as its branded pet products and
pet distribution businesses.
6. Subsequent Event
----------------
On March 29, 2000, the Company announced that it had acquired the AMDRO and
IMAGE consumer product lines from American Cyanamid, the agricultural
products division of American Home Products Corporation, for approximately
$28 million.
7. Other Charges
---------------
In September 1999, the Company recorded Other charges totaling $7.6 million
associated with the expiration of the Solaris Agreement, workforce
reductions and facility closures in the Company's Distribution operations.
During the six months ended March 25, 2000, the Company closed the three
distribution centers identified in the September 2000 closure plan,
completed the associated workforce reductions, and paid all remaining
severance amounts accrued as of September 25, 1999. $.5 million is
remaining in accrued expenses as of March 25, 2000 associated with lease
costs, property taxes and other facility costs.
During the fourth quarter of fiscal 1998, the Company recorded other
charges totaling $11.0 million associated with facility closures costs
associated with professional and due diligence expenses principally
associated to a potential major acquisition that was not completed and
package and design costs incurred pursuant to a test program initiated and
completed in fiscal 1998. $0.5 million is remaining in accrued expenses
as of March 25, 2000 associated with lease costs, property taxes and
facility maintenance costs.
The remaining accruals will be required to be paid through the expiration
of the leases on these closed distribution centers.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
Central was incorporated in Delaware in June 1992 and is the successor to a
California corporation which was incorporated in 1955. References to "we," "us,"
or "Central" means Central Garden & Pet Company and its subsidiaries and
divisions, and their predecessor companies and subsidiaries. Central's
operations are grouped into three business segments, the lawn and garden branded
products business ("Garden Products"), the distribution business
("Distribution") and the pet branded products business ("Pet Products").
From October 1, 1995 to September 30, 1999, Distribution distributed Solaris
product nationwide, pursuant to an exclusive distribution agreement. Management
believes that the relationship with Solaris embodied in the Solaris Agreement
had a substantial impact on our results of operations. Sales of products
purchased from Solaris, our largest supplier, accounted for approximately 43% of
Distribution's net sales and 27% of Central's net sales during fiscal 1999.
Under the Solaris Agreement, Distribution, in addition to serving as the master
agent and master distributor of Solaris products, provided a wide range of
value-added services including logistics, order processing and fulfillment,
inventory distribution and merchandising. As a result of the Solaris Agreement,
a majority of our sales of Solaris products were derived from servicing direct
sales accounts, rather than as a traditional distributor. Under the Solaris
Agreement, our inventories of Solaris product increased significantly, since we
not only carried inventories to support our own sales of Solaris products but
also certain inventory previously carried by Solaris as well as additional
inventories to support sales of Solaris products by our former network of
independent distributors.
In January 1999, Monsanto sold its Solaris lawn and garden business exclusive of
its Roundup herbicide products for consumer use to The Scotts Company ("Scotts")
and entered into a separate, long-term, exclusive agreement pursuant to which
Monsanto continues to make Roundup herbicide products for consumer use and
Scotts markets the products. Scotts has been for many years a substantial
supplier to us and, in connection with its direct sales, a substantial purchaser
of our services.
Scotts has altered its distribution systems for certain products, including
Ortho and Miracle-Gro products and Monsanto's consumer Roundup products for
which Scotts acts as Monsanto's exclusive sales agent. Beginning October 1,
1999, Scotts began to distribute Ortho and Roundup products through a system
that involves a combination of distributors, of which we are the largest, as
well as through direct sales by Scotts to certain major retailers. In addition,
Scotts has begun to sell Miracle-Gro directly to certain retailers.
The business likely to be taken over in this fiscal year ending September 30,
2000 by Scotts is estimated to be approximately $200-250 million in sales. The
gross profit associated with these sales in fiscal 1999 was approximately $15-25
million. We expect this loss of gross profit to be partially offset this fiscal
year with expense reductions and other business growth. However, there is no
assurance that the business taken over by Scotts will not be greater than $200-
250 million, that Scotts will continue to do business with us at all in future
years, or that we will be successful in our attempts to reduce expenses and
generate new business.
<PAGE>
In January 2000, we recorded the return of approximately $76.0 million of
inventory of Scotts products due to the changes in Scotts' distribution system
and offset the related payables by the same amount. Additionally, we have taken
actions to realign our lawn and garden distribution operations to reflect
anticipated business levels for fiscal 2000. The amount and profitability of
Distribution's business with Scotts in fiscal 2000 and in future years, if any,
may be influenced by numerous factors and are impossible to predict.
Accordingly, the actual results of our operations may differ significantly from
the foregoing estimates.
The sale of the Solaris business by Monsanto and the expiration of the Solaris
Agreement subject our Distribution business to significant uncertainties. These
include our new relationship with Scotts and the resolution of all payments due
between us and Monsanto under the Solaris Agreement, such as the amounts
receivable from Monsanto for cost reimbursements, payments for cost reductions
and payments for services; the amounts payable to Monsanto for inventory; and
responsibility for obsolete inventory and for non-payment by Solaris' sub-
agents. The resolution of these uncertainties may involve litigation and could
have a material adverse effect on our results of operations, financial position
and/or cash flows.
Three Months Ended March 25, 2000
Compared with Three Months Ended March 27, 1999
Net sales for the three months ended March 25, 2000 decreased by 14.4% or $64.2
million to $382.9 million from $447.1 million for the quarter ended March 27,
1999. The $64.2 million decrease was primarily the net result of an $80.5
million decrease in Distribution sales (primarily attributable to reduced
Solaris sales) offset by a $14.7 million increase in Garden Products sales
(partially attributed to the inclusion of Unicorn Laboratories, which was
acquired in December 1999) together with a $4.5 million increase in Pet Products
sales.
Gross profit decreased by 3.4% or $3.5 million from $102.3 million during the
quarter ended March 27, 1999 to $98.8 million for the comparable 2000 period.
Gross profit as a percentage of net sales increased from 22.9% for the three
months ended March 27, 1999 to 25.8% for the three months ended March 25, 2000.
The decrease in gross profit dollars was principally related to the decrease in
Distribution sales. Excluding Distribution, gross profit dollars from existing
operations remained relatively constant. The increase in gross profit as a
percentage of net sales is primarily the result of an increase in Distribution
gross profit percentage offset in part by a decrease in Garden Products gross
profit percentage. The increased Distribution gross profit percentage was
primarily the result of the reduction in sales of low margin Solaris products
principally to retailers' distribution centers. Garden Products gross profit
percentage declined principally due to the impact of increased sales of lower
margin products to mass retailers.
Selling, general and administrative expenses decreased 1.7% or $1.2 million from
$72.4 million during the quarter ended March 27, 1999 to $71.2 million for the
comparable 2000 period. As a percentage of net sales, selling, general and
administrative expenses increased from 16.2% during the quarter ended March 27,
1999 to 18.6% for the comparable 2000 period. The primary factors contributing
to the selling, general and administrative expenses decrease in absolute dollars
was the net result of decreases in Distribution expenses, substantially offset
by increases in expenses related to (1) the inclusion of expenses of Unicorn
Laboratories, which was acquired in December 1999, (2) professional fees
incurred in relation to our strategic planning and evaluation process, and (3)
increases in operating expenses associated with the sales increases in both
Garden Products and Pet Products.
<PAGE>
Net interest expense for the quarter ended March 25, 2000 increased by $2.9
million to $6.0 million from $3.1 million for the quarter ended March 27, 1999.
The increase is due to higher average outstanding short-term debt resulting
principally from the Company's stock repurchase program, the acquisition in
December 1999 of Unicorn Laboratories, and the investment in Cedar Works, also
in December 1999.
Average short-term borrowings for the quarter ended March 25, 2000 were $198.6
million compared with $65.9 million for the quarter ended March 27, 1999. The
average short-term interest rates for the quarter ended March 25, 2000 and March
27, 1999 were 8.9% and 7.4%, respectively.
The Company's effective income tax rate for the quarter ended March 25, 2000 was
44% compared with 42% for the quarter ended March 27, 1999. The increase in the
effective tax rate results principally from non-deductible goodwill expense
being a higher percentage of taxable income than was the case in the quarter
ended March 27,1999.
Six Months Ended March 25, 2000
Compared with Six Months Ended March 27, 1999
Net sales for the six months ended March 25, 2000 decreased by 10.9% or $73.6
million to $601.5 million from $675.1 million for the six months ended March 27,
1999. The $73.6 million decrease was primarily the net result of an $102.6
million decrease in Distribution sales (primarily attributable to reduced
Solaris sales) being partially offset by a $21.3 million increase in Garden
Products sales (partially attributed to the inclusion of Unicorn Laboratories,
which was acquired in December 1999, and Norcal Pottery, which was acquired in
January 1999), together with a $9.9 million increase in Pet Products sales.
Gross profit decreased by 1.1% or $1.7 million from $158.7 million during the
six months ended March 27, 1999 to $157.0 million for the comparable 2000
period. Gross profit as a percentage of net sales increased from 23.5% for the
six months ended March 27, 1999 to 26.1% for the six months ended March 25,
2000. The decrease in gross profit dollars was principally related to the
decrease in Distribution sales. Excluding Distribution, gross profit dollars
from existing operations remained relatively constant. The increase in gross
profit as a percentage of net sales is primarily the result of an increase in
Distribution gross profit percentage offset in part by a decrease in Garden
Products and Pet Products gross profit percentages. The increased Distribution
gross profit percentage was primarily the result of the reduction in sales of
low margin Solaris products principally to retailer's distribution centers.
Garden Products and Pet Products gross profit percentages declined principally
due to the impact of increased sales of lower margin products to mass retailers.
Selling, general and administrative expenses increased 7.4% or $9.4 million from
$127.3 million during the six months ended March 27, 1999 to $136.7 million for
the comparable 2000 period. As a percentage of net sales, selling, general and
administrative expenses increased from 18.9% during the six months ended March
27, 1999 to 22.7% for the comparable 2000 period.
The primary factors contributing to the selling, general and administrative
expenses increase in the six months ended March 25, 2000 included: (1) the
inclusion of expenses for Norcal Pottery, which was acquired in January 1999, as
well as Unicorn Laboratories, which was acquired in December 1999; (2)
professional fees incurred in relation to our strategic planning and evaluation
process; (3) the short term effects of the end of the Solaris Alliance producing
a rapid decrease in Garden Distribution sales and related inventory levels
coupled with management's decision to defer certain cost reductions during the
fiscal quarter ending in December 25, 1999 in order to maintain operational
infrastructure for the upcoming garden season and flexibility for future
strategic planning; and (4) increases in operating expenses associated with the
sales increases in both Garden Products and Pet Products.
Net interest expense for the six months ended March 25, 2000 increased by $4.9
million, to $10.3 million from $5.4 million for the six months ended March 27,
1999.
<PAGE>
The increase is due to higher average outstanding short-term debt resulting
principally from the Company's stock repurchase program, the acquisitions in
January 1999 of Norcal Pottery and December 1999 of Unicorn Laboratories, and
the December 1999 investment in Cedar Works. During the quarter ended December
25, 1999 the Company repurchased 2,500,000 shares of it's stock for a total cost
of approximately $18.6 million, primarily through the use of it's revolving
credit facility.
Average short-term borrowings for the six months ended March 25, 2000 were
$171.3 million compared with $38.8 million for the six months ended March 27,
1999. The average short-term interest rates for the six months ended March 25,
2000 and March 27, 1999 were 8.2% and 8.0%, respectively.
The Company's effective income tax rate for the six months ended March 25, 2000
was 44% compared with 42% for the six months ended March 27, 1999. The increase
in the effective tax rate results principally from non-deductible goodwill
expense being a higher percentage of taxable income than was the case in the six
months ended March 27, 1999.
Impact of Year 2000
The Company's systems that were assessed, modified, or converted for Year 2000
compliance operated throughout the Year 2000 century change without significant
errors or interruptions when processing data and transactions incorporating Year
2000 dates. To date, the Company has not encountered any significant problems
relating to Year 2000 issues with any of the systems of customers, vendors, or
other constituents with whom the Company has significant relationships.
Liquidity and Capital Resources
The Company has financed its growth through a combination of bank borrowings,
supplier credit, internally generated funds and sales of securities to the
public. The Company received net proceeds (after offering expenses) of
approximately $431.0 million from its five public offerings of common stock in
July 1993, November 1995, July 1996, August 1997 and January 1998. In November
1996, the Company completed the sale of $115 million 6% subordinated convertible
notes generating approximately $112 million net of underwriting commissions.
The Company's business is highly seasonal and its working capital requirements
and capital resources track closely to this seasonal pattern. During the first
fiscal quarter accounts receivable reach their lowest level while inventory,
accounts payable and short-term borrowings begin to increase. Since the
Company's short-term credit line fluctuates based upon a specified asset
borrowing base, this quarter is typically the period when the asset borrowing
base is at its lowest and consequently the Company's ability to borrow is at its
lowest. During the second fiscal quarter, receivables, accounts payable and
short-term borrowings begin to increase, reflecting the build-up of inventory
and related payables in anticipation of the peak selling season. During the
third fiscal quarter, principally due to the Solaris Agreement, inventory levels
have remained relatively constant while accounts receivable peak and short-term
borrowings start to decline as cash collections are received during the peak-
selling season. During the fourth fiscal quarter, inventory levels are at their
lowest, and accounts receivable and payables are substantially reduced through
conversion of receivables to cash.
The Company's businesses service two broad markets: lawn and garden and pet
supplies. The pet supplies businesses basically deal with products that have a
year round selling cycle with very little change quarter to quarter. As a result
it is not necessary to carry large quantities of inventory to meet peak demands.
Additionally, this level sales cycle eliminates the need for manufacturers to
give extended credit terms to either distributors or retailers. On the other
hand, the Company's garden distribution business is highly seasonal with
approximately 70% of its sales occurring during the fiscal second and third
quarters. For many manufacturers of garden products this seasonality requires
them to move large quantities of their product well ahead of the peak selling
periods. To encourage distributors to carry large amounts
<PAGE>
of inventory, industry practice has been for manufacturers to give extended
credit terms and/or promotional discounts.
For the six months ended March 25, 2000, the Company used cash from operating
activities of $40.1 million primarily relating to the normal cycle of
receivables build up in Distribution and in Garden Products. Inventory levels
declined principally as a result of lower Distribution balances associated with
lowered sales levels in the current year, partially offset by increased
inventory levels at Garden and Pet Products consistent with their increased
sales volumes. Accounts payable did not increase at the same rate as inventory
partially due to favorable vendor payment terms for a fiscal 1999 program that
was paid in fiscal 2000. In addition, the increased inventory at Garden Products
had shorter payment terms than were associated with comparable inventory
increases within the Distribution segment during prior periods. Net cash used
from investing activities of $34.0 million resulted from acquisitions of new
companies and the acquisition of office and warehouse equipment, including
computer hardware and software. Cash generated from financing activities of
$75.0 million consisted principally of borrowings of $94.3 million of short-term
debt, partially offset by repayments of $18.6 million to acquire treasury
shares.
The Company has a $150 million line of credit with Congress Financial
Corporation (Western). The available amount under the line of credit fluctuates
based upon a specific asset-borrowing base. The line of credit bears interest at
a rate either equal to the prime rate or LIBOR plus 2% at the Company's option,
and is secured by substantially all of the Company's assets. At March 25, 2000,
the Company had $126.0 million of outstanding borrowings and had $24.0 million
of available borrowing capacity under this line. The Company's line of credit
contains certain financial covenants such as minimum net worth and minimum
working capital requirements. The line also requires the lender's prior written
consent to any acquisition of a business. In connection with the acquisition of
one company in fiscal 1998, the Company assumed a $60.0 million line of credit,
subsequently increased to $70 million, of which $5.8 million was available at
March 25, 2000. Interest related to this line is based on a rate either equal to
the prime rate or LIBOR plus .875% at the Company's option.
The Company believes that cash flow from operations, funds available under its
line of credit, and arrangements with suppliers will be adequate to fund its
presently anticipated working capital requirements for the foreseeable future.
The Company anticipates that its capital expenditures will not exceed $18.0
million for the next 12 months.
As part of its growth strategy, the Company has engaged in acquisition
discussions with a number of companies in the past and it anticipates it will
continue to evaluate potential acquisition candidates. If one or more potential
acquisition opportunities, including those that would be material, become
available in the near future, the Company may require additional external
capital. In addition, such acquisitions would subject the Company to the general
risks associated with acquiring companies, particularly if the acquisitions are
relatively large.
Weather and Seasonality
Historically, the Company's sales of lawn and garden products have been
influenced by weather and climate conditions in the markets it serves. During
the last several years, the Company's results of operations were negatively
affected by severe weather conditions in many parts of the country.
Additionally, the Company's business is highly seasonal. In fiscal 1999,
approximately 2/3 of the Company's sales occurred in the first six months of the
calendar year. Substantially all of the Company's operating income is typically
generated in this period which has historically offset the operating losses
incurred during the first fiscal quarter of the year.
ITEM 3. Quantitative and Qualitative Disclosure About Market Risk
The Company believes there has been no material change in its exposure to market
risk from that discussed in the Company's 1999 Consolidated Financial
Statements.
<PAGE>
CENTRAL GARDEN & PET COMPANY FORM 10-Q
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
In December 1997, the Company acquired all of the stock of TFH Publications,
Inc. The purchase price paid to the prior owners included $70 million in cash, a
$10 million loan, possible earnouts, if certain future earnings projections were
met, as well as other consideration. In September 1998, the prior owners of TFH
brought suit against the Company and certain executives of the Company for
damages and relief from their obligations under the Promissory Note, alleging,
among other things, that the Company's failure to properly supervise the TFH
management team had jeopardized their prospects of achieving the earnouts. The
Company believes that these allegations are without merit. The Company
counterclaimed against the prior owners for enforcement of the Promissory Note,
damages and other relief, alleging, among things, fraud, misrepresentation and
breach of fiduciary duty by the prior owners of TFH. These actions, Herbert R.
----------
Axelrod and Evelyn Axelrod v. Central Garden & Pet Company; Glen S. Axelrod;
----------------------------------------------------------------------------
Gary Hersch; William E. Brown; Robert B. Jones; Glen Novotny; and Neill Hines,
-----------------------------------------------------------------------------
Docket No. MON-L-5100-99, and TFH Publications, Inc. v. Herbert Axelrod et al.,
------------------------------------------------
Docket No. L-2127-99 (consolidated cases), are in the New Jersey Superior Court.
There is no trial date at this time.
During the course of discovery in this action, the Company has become aware of
certain information which suggests that prior to the acquisition of TFH by the
Company, certain records of TFH were prepared in an inaccurate manner which
resulted in underpayment of taxes by certain individuals. Those individuals
could be liable for back taxes, interest, and penalties. In addition, even
though all of the events occurred prior to the acquisition of TFH by the
Company, there is a possibility that TFH could be liable for penalties for
events which occurred under prior management. The Company believes that TFH has
strong defenses available to the assertion of any penalties against TFH. The
Company cannot predict whether TFH will be required to pay any such penalties.
In the event that TFH were required to pay penalties, the Company would seek
compensations from the prior owners.
The Company, based on consultation with legal counsel, does not believe that the
outcome of the above matters will have a material adverse impact on its
operations, financial position, or cash flows.
ITEM 2. Changes in Securities and Use of Proceeds
Not Applicable
ITEM 3. Defaults Upon Senior Securities
Not Applicable
ITEM 4. Submission of Matter to a Vote of Securities Holders
(a) The annual meeting of shareholders was held on February 14, 2000.
(b) The following directors were elected at the meeting
William E. Brown
Glenn W. Novotny
Brooks M. Pennington III
Lee D. Hines, Jr.
Daniel P. Hogan, Jr.
Bruce A. Westphal
<PAGE>
Set forth below is a tabulation with respect to the matter voted
on at the meeting:
Against or
For Withheld
---------- ----------
William E. Brown
Common 14,441,708 86,597
Class B 1,651,707 -0-
Glenn W. Novotny
Common 14,442,610 85,695
Class B 1,651,707 -0-
Brooks M. Pennington III
Common 14,439,231 89,074
Class B 1,651,707 -0-
Lee D. Hines, Jr.
Common 14,438,885 89,420
Class B 1,651,707 -0-
Daniel P. Hogan, Jr.
Common 14,442,256 86,049
Class B 1,651,707 -0-
Bruce A. Westphal
Common 14,442,156 86,149
Class B 1,651,707 -0-
ITEM 5. Other Information
Not Applicable
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number Exhibit
------- -------
27 Financial Data Schedule.
(b) The following report on Form 8-K was filed during the quarter ended
March 25, 2000.
(1) On March 20, 2000, the Company filed a report on Form 8-K
dated March 20, 2000 disclosing that the Company is
preparing to file a Form 10 with the SEC which, when
declared effective by the SEC, would permit the Company to
spin off its lawn and garden distribution business to
shareholders.
<PAGE>
CENTRAL GARDEN & PET COMPANY FORM 10-Q
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunder
duly authorized.
CENTRAL GARDEN & PET COMPANY
--------------------------------------------
Registrant
Dated: October 25, 2000
--------------------------------------------
William E. Brown, Chairman of the Board and
Chief Executive Officer
/s/ Lee D. Hines, Jr.
--------------------------------------------
Lee D. Hines, Jr., Vice President and
Chief Financial Officer
