<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1034
For the quarterly period ended December 25, 1999
--------------------------------------------------
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
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(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 December 25, 1999 16,827,913
Class B Stock Outstanding as of December 25, 1999 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 December 25, 1999
Condensed Consolidated Statements of Cash Flows
Three Months Ended December 26, 1998 and December 25, 1999
Consolidated Statements of Income
Three Months Ended December 26, 1998 and December 25, 1999
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 8-K
Exhibit Index
<PAGE>
CENTRAL GARDEN & PET COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share amounts)
<TABLE>
<CAPTION>
September 25, December 25,
ASSETS 1999 1999
------------- ------------
<S> <C> <C>
Current Assets:
Cash & cash equivalents $ 8,017 $ 9,521
Accounts receivable (less allowance
for doubtful accounts of $6,143 and $6,101) 149,411 113,129
Inventories 240,207 303,077
Inventories held for return to manufacturer 75,887 75,887
Prepaid expenses and other assets 11,254 11,423
------------- ------------
Total current assets 484,776 513,037
Land, Buildings, Improvements and
Equipment - net 94,179 96,022
Goodwill 346,488 361,192
Other Assets 30,387 33,968
------------- ------------
Total $ 955,830 $ 1,004,219
============= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable $ 95,883 $ 165,812
Accounts payable 188,113 200,013
Accrued expenses 29,667 21,941
Current portion of long-term debt 1,485 1,468
------------- ------------
Total current liabilities 315,148 389,234
Long-Term Debt 123,898 123,863
Deferred Income Taxes and Other Long-Term
Obligations 21,057 20,440
Commitments and Contingencies - -
Shareholders' Equity:
Preferred stock, $.01 par value: 1,000 shares
authorized, none outstanding at September 25,
1999 or December 25, 1999 - -
Class B stock, $.01 par value: 1,660,919 shares
outstanding September 25, 1999 and 1,657,962
outstanding at December 25, 1999 16 16
Common stock, $.01 par value: 30,183,365 shares
issued and 19,332,015 outstanding September 25,
1999; 30,187,663 issued and 16,827,913
outstanding at December 25, 1999 302 302
Additional paid-in capital 524,058 524,083
Retained earnings 94,474 87,999
Treasury stock (123,123) (141,718)
------------- ------------
Total shareholders' equity 495,727 470,682
------------- ------------
Total $ 955,830 $ 1,004,219
============= ============
</TABLE>
See notes to condensed consolidated financial statements
<PAGE>
CENTRAL GARDEN & PET COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
December 26, December 25,
1998 1999
------------ -------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net Loss $ (435) $ (6,475)
Adjustments to reconcile net income to net cash
provided (used) in operating activities:
Depreciation and amortization 5,112 5,665
Change in assets and liabilities:
Receivables 9,143 37,834
Inventories (117,633) (61,238)
Prepaid expenses and other assets 2,157 (1,094)
Accounts payable 106,910 10,245
Accrued expenses and other liabilities 1,012 (8,951)
----------- -----------
Net cash provided (used) in operating activities 6,266 (24,014)
Cash Flows From Investing Activities:
Additions to land, buildings, improvements and equipment (5,393) (4,789)
Payments to acquire companies, net of cash acquired (13,275) (21,000)
----------- -----------
Net cash used in investing activities (18,668) (25,789)
Cash Flows From Financing Activities:
Proceeds from notes payable - net 31,725 69,929
Repayments of long-term debt (358) (52)
Proceeds from issuance of stock - net 253 25
Payments to reacquire stock (26,655) (18,595)
----------- -----------
Net cash provided by financing activities 4,965 51,307
Net Increase (Decrease) in Cash (7,437) 1,504
Cash at Beginning of Period 10,328 8,017
----------- -----------
Cash at End of Period $ 2,891 $ 9,521
=========== ===========
Supplemental Information
Cash paid for interest $ 288 $ 2,380
Cash paid for income taxes 42 75
Assets (excluding cash) acquired through purchase
of subsidiaries - 3,900
Liabilities assumed through the purchase of subsidiaries - 2,263
</TABLE>
See notes to condensed consolidated financial statements
<PAGE>
CENTRAL GARDEN & PET COMPANY
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(In thousands, except share amounts)
<TABLE>
<CAPTION>
Three Months Ended
December 26, December 25,
1998 1999
------------- -------------
<S> <C> <C>
Net sales $ 228,021 $ 218,618
Cost of goods sold and occupancy 171,540 160,362
------------ ------------
Gross profit 56,481 58,256
Selling, general and administrative expenses 54,891 65,509
------------ ------------
Income (loss) from operations 1,590 (7,253)
Interest expense - net 2,341 4,310
------------ ------------
Loss before income taxes (751) (11,563)
Income taxes (316) (5,088)
------------ ------------
Net loss $ (435) $ (6,475)
============ ============
Net loss per common share outstanding
Basic and Diluted $ (0.01) $ (0.33)
============ ============
</TABLE>
See notes to condensed consolidated financial statements
<PAGE>
Central Garden & Pet Company
Notes to Condensed Consolidated Financial Statements
Three Months Ended December 25, 1999
(Unaudited)
1. Basis of Presentation
---------------------
The condensed consolidated balance sheet as of December 25, 1999, the
consolidated statements of operations for the three months ended
December 25, 1999 and December 26, 1998 and the condensed consolidated
statement of cash flows for the three months ended December 25, 1999
and December 26, 1998 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 months ended December 25, 1999 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 three-month period ended
December 25, 1999, 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:
For the Three-Month Period Ended December 25, 1999
Net Per-Share
Loss Shares Amount
Basic and Diluted EPS $(6,475,000) 19,389,000 $(0.33)
For the Three-Month Period Ended December 26, 1998
Net Per-Share
Loss Shares Amount
Basic and Diluted EPS $(435,000) 31,227,000 $(0.01)
Options to purchase 2,906,710 and 2,037,930 shares of common stock at
prices ranging from $1.30 to $33.94 per share were outstanding during
the three-month periods ended December 25, 1999 and December 26, 1998,
respectively, but were not included in the computation of diluted EPS
because the assumed exercise would have been anti-dilutive in each
period. Shares of common stock from the assumed conversion of the
Company's convertible securities totaling 4,107,143 were also not
included in the computation of diluted EPS for the three-month periods
ended December 25, 1999 and December 26, 1998 because the assumed
conversion would have been anti-dilutive.
4. Recent Acquisitions
-------------------
During December 1999 the Company's Pennington subsidiary acquired
Unicorn Laboratories and acquired an equity stake in Cedar Works.
Unicorn is a private label and branded manufacturer to the U.S. animal
health and lawn and garden industries with annual sales of
approximately $15 million in 1999, and currently has approximately 25
employees. Cedar Works is a manufacturer of bird feeders with annual
sales of approximately $23 million in 1999, and currently has
approximately 225 employees. The acquisitions have been accounted for
under the purchase method, and the resulting goodwill will be amortized
on a straight-line basis over 40 years.
5. Segment Information
-------------------
Management has determined that the reportable segments of the Company
are the Distribution, Pet Products and Garden Products segments, based
on the level at which the 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 periods ended
<PAGE>
December 25, 1999 and December 26, 1998, and segment assets at December
25, 1999 and September 25, 1999 are set forth below (dollars in
thousands):
<TABLE>
<CAPTION>
Three Months Ended
December 26, 1998 December 25, 1999
----------------- -----------------
<S> <C> <C>
Net sales
Distribution $ 128,788 $ 106,700
Garden Products 55,007 61,598
Pet Products 54,585 59,989
Corporate, eliminations and all other (10,359) (9,669)
------------- -------------
Total net sales $ 228,021 $ 218,618
============= =============
Intersegment sales
Garden Products $ 3,690 $ 3,620
Pet Products 6,144 5,551
Corporate, eliminations and all other 525 498
------------- -------------
Total intersegment $ 10,359 $ 9,669
============= =============
Income (loss) from operations
Distribution $ (2,917) $ (7,021)
Garden Products 2,609 4,221
Pet Products 5,504 4,787
Corporate, eliminations and all other (3,606) (9,240)
------------- -------------
Total income (loss) from operations 1,590 (7,253)
Interest expense (2,341) (4,310)
Income taxes 316 5,088
------------- -------------
Net loss $ (435) $ (6,475)
============= =============
Depreciation and amortization
Distribution $ 902 $ 1,109
Garden Products 860 986
Pet Products 958 1,144
Corporate, eliminations and all other 2,392 2,426
------------- -------------
Total depreciation and amortization $ 5,112 $ 5,665
============= =============
Expenditures for long-lived assets
Distribution $ 1,442 $ 1,063
Garden Products 1,167 1,961
Pet Products 1,335 1,742
Corporate, eliminations and all other 1,449 23
------------- -------------
Total expenditures for long-lived assets $ 5,393 $ 4,789
============= =============
</TABLE>
<TABLE>
<CAPTION>
September 25, 1999 December 25, 1999
------------------ -----------------
<S> <C> <C>
Assets
Distribution $ 216,981 $ 219,945
Garden Products 179,953 183,754
Pet Products 99,583 92,013
Corporate, eliminations and all other 459,313 508,507
-------------- -------------
Total assets $ 955,830 $ 1,004,219
============== =============
</TABLE>
<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>
Due to the changes in Scotts' distribution system, our inventory of Scotts
products and the related payables are likely to be reduced by an amount that is
estimated to be in excess of $75 million. 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 December 25, 1999
Compared with Three Months Ended December 26, 1998
Net sales for the three months ended December 25, 1999 decreased by 4.1% or $9.4
million to $218.6 million from $228.0 million for the quarter ended December 26,
1998. The $9.4 million decrease was primarily the net result of a $22.1 million
decrease in Distribution sales (primarily attributable to reduced Solaris sales)
being partially offset by a $6.6 million increase in Garden Products (primarily
attributed to the inclusion of Norcal Pottery, which was acquired in January
1999) together with a $5.4 million increase in Pet Products sales.
Gross profit increased by 3.1% or $1.8 million from $56.5 million during the
quarter ended December 26, 1998 to $58.3 million for the comparable 1999 period.
The increase in gross profit dollars was primarily attributable to the inclusion
of newly acquired Norcal Pottery for the quarter ended December 25, 1999.
Excluding Norcal Pottery, 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 Pet Products gross profit percentage. The increased Distribution
gross profit percentage was primarily the result of the reduction in sales of
low margin Solaris product sales principally to retailer's distribution centers.
Pet Products gross profit percentage declined principally due to the impact of
new lower margin product introductions together with increased sales of lower
margin products to mass retailers.
Selling, general and administrative expenses increased by 19.3% or $10.6 million
from $54.9 million during the quarter ended December 26, 1998 to $65.5 million
for the comparable 1999 period. As a percentage of net sales, selling, general
and administrative expenses increased from 24.1% during the quarter ended
December 26, 1998 to 30.0% for the comparable 1999 period.
<PAGE>
The primary factors contributing to the selling, general and administrative
expenses increase in the quarter ended December 25, 1999 included: (1) the
inclusion of expenses for Norcal Pottery, which was acquired in January 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 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 quarter ended December 25, 1999 increased $2.0
million, to $4.3 million from $2.3 million for the quarter ended December 26,
1998. The increase is due to higher average outstanding short-term debt
resulting principally from the Company's stock repurchase program and the
acquisition in January 1999 of Norcal Pottery. During the quarter ended December
25, 1999, the Company repurchased 2,500,000 shares of its stock for a total cost
of approximately $18.6 million primarily through the use of its revolving credit
facility.
Average short-term borrowings for the quarter ended December 25, 1999 were
$138.5 million compared with $14.0 million for the quarter ended December 26,
1998. The average short-term interest rates for the quarter ended December 25,
1999 and December 26, 1998 were 7.4% and 8.2%, respectively.
The Company's effective income tax rate for the quarter ended December 25, 1999
was 44% compared with 42% for the quarter ended December 26, 1998. 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 December 26,1998.
Impact of Year 2000
In early 1998, the Company conducted an overall assessment of its systems,
including Year 2000 readiness. Based on this assessment, the Company developed a
plan to deal with Year 2000 issues, which covered both systems and
vendor/customer issues. The plan included both upgrades to or replacement of
current systems to bring all of the Company's systems into compliance. Many of
the existing information systems used by subsidiaries or divisions acquired by
the Company were replaced, primarily for business reasons apart from Year 2000
issues.
The Company used primarily internal resources to reprogram or replace and test
its systems for Year 2000 compliance. In addition, the Company used certain
external resources to replace outdated information systems at certain of its
subsidiaries' operations. These systems changes were completed during fiscal
1999. To date, the Company has not experienced any significant business
disruptions or systems failures as a result of Year 2000 issues.
The Company incurred no significant incremental costs addressing Year 2000
Issues, although it incurred costs, independent of the Year 2000 issue, relating
to the implementation of new systems for certain subsidiaries. Expenditures
relating to the Year 2000 issues have not been material to the Company's results
of operations or financial position.
<PAGE>
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.
For the three months ended December 25, 1999, the Company used cash from
operating activities of $24.0 million principally relating to the normal cycle
of inventory build up in Distribution and in Garden Products, offset by reduced
receivables attributed to lower Distribution sales in the current year quarter
compared against the prior year period and improved collections. 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, and the increased inventory at Garden Products had shorter payment dating
terms than previous inventory increases that Distribution would have received.
Net cash used from investing activities of $25.8 million resulted from the
business acquisitions and the acquisition of office and warehouse equipment,
including computer hardware and software. Cash generated from financing
activities of $51.3 million consisted principally of borrowings of $69.9 million
of short-term debt to acquire treasury shares, partially offset by repayments of
$18.6 million.
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 December 25,
1999, the Company had $122.6 million of outstanding borrowings and had $27.4
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, of which $16.8 million was available at December 25, 1999.
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.
<PAGE>
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 64% 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
Not Applicable
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
Not Applicable
ITEM 5. Other Information
Not Applicable
ITEM 6. Exhibits and Reports on Form 8-K
(a) The following report on Form 8-K was filed during the quarter
ended December 25, 1999.
(1) On October 7, 1999, the Company filed a report on Form 8-K
dated October 6, 1999, disclosing that the Company' Board of
Directors has authorized an increase of $25 million in the
Company's share repurchase program, bringing the existing
program from $130 million to $155 million.
<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: February 7, 2000
____________________________________________
William E. Brown, Chairman of the Board
and Chief Executive Officer
/ s / Lee D. Hines, Jr.
--------------------------------------------
Lee D. Hines, Jr. Chief Financial Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> SEP-26-1999
<PERIOD-END> DEC-25-1999
<CASH> 9,521
<SECURITIES> 0
<RECEIVABLES> 113,129
<ALLOWANCES> 6,101
<INVENTORY> 378,964
<CURRENT-ASSETS> 513,037
<PP&E> 96,022
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,004,219
<CURRENT-LIABILITIES> 389,234
<BONDS> 115,000
0
0
<COMMON> 302
<OTHER-SE> 16
<TOTAL-LIABILITY-AND-EQUITY> 1,004,219
<SALES> 218,618
<TOTAL-REVENUES> 218,618
<CGS> 160,362
<TOTAL-COSTS> 65,509
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,310
<INCOME-PRETAX> (11,563)
<INCOME-TAX> (5,088)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,475)
<EPS-BASIC> (.33)
<EPS-DILUTED> (.33)
</TABLE>
