Consolidating Condensed Financial Information of Guarantor Subsidiaries

Certain 100% wholly-owned subsidiaries of the Company (as listed below, collectively the “Guarantor Subsidiaries”) have guaranteed fully and unconditionally, on a joint and several basis, the obligation to pay principal and interest on the Company’s 2023 Notes. Certain subsidiaries and operating divisions are not guarantors of the 2023 Notes. Those subsidiaries that are guarantors and co-obligors of the 2023 Notes are as follows:

Farnam Companies, Inc.

Four Paws Products Ltd.

Gulfstream Home & Garden, Inc.

Hydro-Organics Wholesale, Inc.

IMS Trading, LLC

IMS Southern, LLC

Kaytee Products, Incorporated

Matson, LLC

New England Pottery, LLC

Pennington Seed, Inc. (including Gro Tec, Inc. and All-Glass Aquarium Co., Inc.)

Pets International, Ltd.

T.F.H. Publications, Inc.

Wellmark International (including B2E Corporation and B2E Biotech LLC)

In lieu of providing separate audited financial statements for the Guarantor Subsidiaries, the Company has included the accompanying consolidating condensed financial statements based on the Company’s understanding of the Securities and Exchange Commission’s interpretation and application of Rule 3-10 of the Securities and Exchange Commission’s Regulation S-X.

During the second quarter of fiscal 2016, the Company added Hydro-Organics Wholesale, Inc., IMS Trading, LLC and IMS Southern, LLC as guarantors of the 2023 Notes. Fiscal year ended September 26, 2015 financial results previously reflected IMS Trading, LLC and IMS Southern, LLC as part of the Parent. In accordance with Rule 3-10 of the Securities and Exchange Commissions Regulation S-X, financial results presented herein for the fiscal year ended September 26, 2015 have been adjusted to reflect the current Guarantor structure.



	CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
	Three Months Ended March 26, 2016
	(in thousands)
	Parent			Non- Guarantor Subsidiaries			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	156,790		$	30,002		$	381,748		$	(27,291	)	$	541,249
Cost of goods sold and occupancy	121,969			23,099			252,419			(25,577		)	371,910
Gross profit	34,821			6,903			129,329			(1,714		)	169,339
Selling, general and administrative expenses	33,210			5,124			73,316			(1,714		)	109,936
Income from operations	1,611			1,779			56,013			—			59,403
Interest expense	(6,653		)	(68		)	(375		)	—			(7,096		)
Interest income	8			1			—			—			9
Other income (expense)	657			(197		)	(548		)	—			(88		)
Income (loss) before taxes and equity in earnings of affiliates	(4,377		)	1,515			55,090			—			52,228
Income tax expense (benefit)	(775		)	694			18,874			—			18,793
Equity in earnings of affiliates	36,299			—			585			(36,884		)	—
Net income including noncontrolling interest	32,697			821			36,801			(36,884		)	33,435
Net income attributable to noncontrolling interest	—			738			—			—			738
Net income attributable to Central Garden & Pet Company	$	32,697		$	83		$	36,801		$	(36,884	)	$	32,697



	CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
	Three Months Ended March 28, 2015
	(in thousands)
	Parent			Non- Guarantor Subsidiaries			Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	150,014		$	37,434		$	338,994	$	(28,840	)	$	497,602
Cost of goods sold and occupancy	113,668			29,545			231,403		(27,076		)	347,540
Gross profit	36,346			7,889			107,591		(1,764		)	150,062
Selling, general and administrative expenses	30,843			5,339			65,673		(1,764		)	100,091
Income from operations	5,503			2,550			41,918		—			49,971
Interest expense	(11,815		)	(61		)	—		—			(11,876		)
Interest income	18			—			—		—			18
Other expense	(347		)	—			226		—			(121		)
Income (loss) before taxes and equity in earnings of affiliates	(6,641		)	2,489			42,144		—			37,992
Income tax expense (benefit)	(1,123		)	952			14,183		—			14,012
Equity in earnings of affiliates	28,755			—			796		(29,551		)	—
Net income including noncontrolling interest	23,237			1,537			28,757		(29,551		)	23,980
Net income attributable to noncontrolling interest	—			743			—		—			743
Net income attributable to Central Garden & Pet Company	$	23,237		$	794		$	28,757	$	(29,551	)	$	23,237



	CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
	Six Months Ended March 26, 2016
	(in thousands)
	Parent			Non- Guarantor Subsidiaries			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	293,817		$	45,272		$	603,912		$	(41,940	)	$	901,061
Cost of goods sold and occupancy	232,228			36,045			402,908			(39,245		)	631,936
Gross profit	61,589			9,227			201,004			(2,695		)	269,125
Selling, general and administrative expenses	66,164			8,903			128,577			(2,695		)	200,949
Income (loss) from operations	(4,575		)	324			72,427			—			68,176
Interest expense	(29,161		)	(80		)	—			—			(29,241		)
Interest income	29			2			—			—			31
Other expense	(178		)	(263		)	(120		)	—			(561		)
Income (loss) before taxes and equity in earnings (loss) of affiliates	(33,885		)	(17		)	72,307			—			38,405
Income tax expense (benefit)	(11,920		)	197			25,316			—			13,593
Equity in earnings (loss) of affiliates	46,060			—			(177		)	(45,883		)	—
Net income (loss) including noncontrolling interest	24,095			(214		)	46,814			(45,883		)	24,812
Net loss attributable to noncontrolling interest	—			717			—			—			717
Net income (loss) attributable to Central Garden & Pet Company	$	24,095		$	(931	)	$	46,814		$	(45,883	)	$	24,095



	CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
	Six Months Ended March 28, 2015
	(in thousands)
	Parent			Non- Guarantor Subsidiaries			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	246,976		$	54,757		$	546,119		$	(42,930	)	$	804,922
Cost of goods sold and occupancy	192,447			44,123			370,494			(40,185		)	566,879
Gross profit	54,529			10,634			175,625			(2,745		)	238,043
Selling, general and administrative expenses	58,694			9,338			121,647			(2,745		)	186,934
Income (loss) from operations	(4,165		)	1,296			53,978			—			51,109
Interest expense	(22,302		)	(76		)	(1		)	—			(22,379		)
Interest income	88			1			—			—			89
Other income (expense)	(677		)	—			188			—			(489		)
Income (loss) before taxes and equity in earnings of affiliates	(27,056		)	1,221			54,165			—			28,330
Income tax expense (benefit)	(9,580		)	508			19,115			—			10,043
Equity in earnings of affiliates	35,016			—			209			(35,225		)	—
Net income including noncontrolling interest	17,540			713			35,259			(35,225		)	18,287
Net income attributable to noncontrolling interest	—			747			—			—			747
Net income (loss) attributable to Central Garden & Pet Company	$	17,540		$	(34	)	$	35,259		$	(35,225	)	$	17,540



	CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
	Three Months Ended March 26, 2016
	(in thousands)
	Parent			Non- Guarantor Subsidiaries			Guarantor Subsidiaries		Eliminations			Consolidated
Net income	$	32,697		$	821		$	36,801	$	(36,884	)	$	33,435
Other comprehensive income (loss):
Unrealized loss on securities	—			—
Foreign currency translation	(459		)	(398		)	57		341			(459		)
Total comprehensive income	32,238			423			36,858		(36,543		)	32,976
Comprehensive income attributable to noncontrolling interests	—			738			—		—			738
Comprehensive income (loss) attributable to Central Garden & Pet Company	$	32,238		$	(315	)	$	36,858	$	(36,543	)	$	32,238



	CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
	Three Months Ended March 28, 2015
	(in thousands)
	Parent			Non- Guarantor Subsidiaries			Guarantor Subsidiaries			Eliminations			Consolidated
Net income	$	23,237		$	1,537		$	28,757		$	(29,551	)	$	23,980
Other comprehensive income (loss):
Unrealized loss on securities	(20		)	—			—			—			(20		)
Reclassification of realized loss on securities included in net income	20			—			—			—			20
Foreign currency translation	(626		)	(355		)	(164		)	519			(626		)
Total comprehensive income	22,611			1,182			28,593			(29,032		)	23,354
Comprehensive income attributable to noncontrolling interests	—			743			—			—			743
Comprehensive income attributable to Central Garden & Pet Company	$	22,611		$	439		$	28,593		$	(29,032	)	$	22,611



	CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
	Six Months Ended March 26, 2016
	(in thousands)
	Parent			Non- Guarantor Subsidiaries			Guarantor Subsidiaries		Eliminations			Consolidated
Net income (loss)	$	24,095		$	(214	)	$	46,814	$	(45,883	)	$	24,812
Other comprehensive income (loss):
Foreign currency translation	(692		)	(540		)	7		533			(692		)
Total comprehensive income (loss)	23,403			(754		)	46,821		(45,350		)	24,120
Comprehensive income attributable to noncontrolling interests	—			717			—		—			717
Comprehensive income (loss) attributable to Central Garden & Pet Company	$	23,403		$	(1,471	)	$	46,821	$	(45,350	)	$	23,403



	CONSOLIDATING CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
	Six Months Ended March 28, 2015
	(in thousands)
	Parent			Non- Guarantor Subsidiaries			Guarantor Subsidiaries			Eliminations			Consolidated
Net income	$	17,540		$	713		$	35,259		$	(35,225	)	$	18,287
Other comprehensive loss:
Unrealized loss on securities	(10		)	—			—			—			(10		)
Reclassification of realized loss on securities included in net income	20			—			—			—			20
Foreign currency translation	(1,178		)	(700		)	(268		)	968			(1,178		)
Total comprehensive income	16,372			13			34,991			(34,257		)	17,119
Comprehensive income attributable to noncontrolling interests	—			747			—			—			747
Comprehensive income (loss) attributable to Central Garden & Pet Company	$	16,372		$	(734	)	$	34,991		$	(34,257	)	$	16,372



	CONSOLIDATING CONDENSED BALANCE SHEET
	March 26, 2016
	(in thousands)
	Parent		Non- Guarantor Subsidiaries			Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	1,820	$	5,083		$	2,923	$	—		$	9,826
Restricted cash	11,946		—			—		—			11,946
Accounts receivable, net	100,346		15,446			224,734		—			340,526
Inventories	115,644		17,043			258,067		—			390,754
Prepaid expenses and other	23,003		797			26,958		—			50,758
Total current assets	252,759		38,369			512,682		—			803,810
Land, buildings, improvements and equipment, net	47,310		3,829			113,655		—			164,794
Goodwill	—		—			213,753		—			213,753
Other long-term assets	54,088		3,417			84,777		(1,540		)	140,742
Intercompany receivable	41,922		—			367,931		(409,853		)	—
Investment in subsidiaries	1,098,281		—			—		(1,098,281		)	—
Total	$	1,494,360	$	45,615		$	1,292,798	$	(1,509,674	)	$	1,323,099
LIABILITIES AND EQUITY
Accounts payable	$	48,693	$	10,546		$	73,972	$	—		$	133,211
Accrued expenses	52,837		2,029			42,816		—			97,682
Current portion of long-term debt	219		—			375		—			594
Total current liabilities	101,749		12,575			117,163		—			231,487
Long-term debt	496,001		—			395		—			496,396
Intercompany payable	359,472		50,381			—		(409,853		)	—
Losses in excess of investment in subsidiaries	—		—			16,928		(16,928		)	—
Other long-term obligations	5,416		—			58,398		(1,540		)	62,274
Total Central Garden & Pet shareholders’ equity (deficit)	531,722		(18,561		)	1,099,914		(1,081,353		)	531,722
Noncontrolling interest	—		1,220			—		—			1,220
Total equity (deficit)	531,722		(17,341		)	1,099,914		(1,081,353		)	532,942
Total	$	1,494,360	$	45,615		$	1,292,798	$	(1,509,674	)	$	1,323,099



	CONSOLIDATING CONDENSED BALANCE SHEET
	March 28, 2015
	(in thousands)
	Parent		Non- Guarantor Subsidiaries			Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	6,159	$	4,309		$	1,475	$	—		$	11,943
Restricted cash	12,583		—			—		—			12,583
Short term investments	—		—			—		—			—
Accounts receivable, net	86,569		17,099			218,097		—			321,765
Inventories	95,564		19,429			267,335		—			382,328
Prepaid expenses and other	26,013		901			31,337		—			58,251
Total current assets	226,888		41,738			518,244		—			786,870
Land, buildings, improvements and equipment, net	57,093		3,590			102,524		—			163,207
Goodwill	—		—			209,089		—			209,089
Other long-term assets	30,376		3,999			81,263		(5,607		)	110,031
Intercompany receivable	44,855		—			293,685		(338,540		)	—
Investment in subsidiaries	1,017,461		—			—		(1,017,461		)	—
Total	$	1,376,673	$	49,327		$	1,204,805	$	(1,361,608	)	$	1,269,197
LIABILITIES AND EQUITY
Accounts payable	$	47,277	$	10,169		$	82,375	$	—		$	139,821
Accrued expenses	39,061		2,857			41,524		—			83,442
Current portion of long-term debt	259		—			30		—			289
Total current liabilities	86,597		13,026			123,929		—			223,552
Long-term debt	511,030		—			83		—			511,113
Intercompany payable	288,423		50,117			—		(338,540		)	—
Losses in excess of investment in subsidiaries	—		—			14,104		(14,104		)	—
Other long-term obligations	1,437		—			48,719		(5,607		)	44,549
Total Central Garden & Pet shareholders’ equity (deficit)	489,186		(14,613		)	1,017,970		(1,003,357		)	489,186
Noncontrolling interest	—		797			—		—			797
Total equity (deficit)	489,186		(13,816		)	1,017,970		(1,003,357		)	489,983
Total	$	1,376,673	$	49,327		$	1,204,805	$	(1,361,608	)	$	1,269,197



	CONSOLIDATING CONDENSED BALANCE SHEET
	September 26, 2015
	(in thousands)
	Parent		Non- Guarantor Subsidiaries			Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	36,280	$	10,022		$	1,282	$	—		$	47,584
Restricted cash	13,157		—			—		—			13,157
Accounts receivable, net	46,326		6,775			154,301		—			207,402
Inventories	86,109		11,690			238,147		—			335,946
Prepaid expenses and other assets	22,926		848			25,957		—			49,731
Total current assets	204,798		29,335			419,687		—			653,820
Land, buildings, improvements and equipment, net	51,409		3,663			107,737		—			162,809
Goodwill	—		—			209,089		—			209,089
Other long-term assets	25,881		3,662			82,436		(6,100		)	105,879
Intercompany receivable	32,695		—			415,001		(447,696		)	—
Investment in subsidiaries	1,052,644		—			—		(1,052,644		)	—
Total	$	1,367,427	$	36,660		$	1,233,950	$	(1,506,440	)	$	1,131,597
LIABILITIES AND EQUITY
Accounts payable	$	20,506	$	2,543		$	65,840	$	—		$	88,889
Accrued expenses and other liabilities	38,723		1,789			47,212		—			87,724
Current portion of long term debt	261		—			30		—			291
Total current liabilities	59,490		4,332			113,082		—			176,904
Long-term debt	396,626		—			65		—			396,691
Intercompany payable	404,255		43,441			—		(447,696		)	—
Losses in excess of investment in subsidiaries	—		—			11,867		(11,867		)	—
Other long-term obligations	1,770		—			55,952		(6,100		)	51,622
Total Central Garden & Pet shareholders’ equity (deficit)	505,286		(12,207		)	1,052,984		(1,040,777		)	505,286
Noncontrolling interest	—		1,094			—		—			1,094
Total equity (deficit)	505,286		(11,113		)	1,052,984		(1,040,777		)	506,380
Total	$	1,367,427	$	36,660		$	1,233,950	$	(1,506,440	)	$	1,131,597



	CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
	Six Months Ended March 26, 2016
	(in thousands)
	Parent			Non- Guarantor Subsidiaries			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash used by operating activities	$	(12,121	)	$	(6,240	)	$	(27,598	)	$	(4,884	)	$	(50,843	)
Additions to property, plant and equipment	(2,394		)	(412		)	(9,989		)	—			(12,795		)
Payments to acquire companies, net of cash acquired	(60,916		)	—			(7,985		)	—			(68,901		)
Change in restricted cash and cash equivalents	1,211			—			—			—			1,211
Other investing activities	(500		)	—			—			—			(500		)
Intercompany investing activities	(9,227		)	—			47,070			(37,843		)	—
Net cash (used) provided by investing activities	(71,826		)	(412		)	29,096			(37,843		)	(80,985		)
Repayments on revolving line of credit	(178,000		)	—			—			—			(178,000		)
Borrowings on revolving line of credit	280,000			—			—			—			280,000
Repayments of long-term debt	(400,130		)	—			(15		)	—			(400,145		)
Issuance of long-term debt	400,000			—			—			—			400,000
Excess tax benefits from stock-based awards	1,181			—			—			—			1,181
Repurchase of common stock	(1,722		)	—			—			—			(1,722		)
Distribution to parent	—			(4,884		)	—			4,884			—
Distribution to noncontrolling interest	—			(592		)	—			—			(592		)
Payment of financing costs	(6,362		)	—			—			—			(6,362		)
Intercompany financing activities	(44,782		)	6,939			—			37,843			—
Net cash provided (used) by financing activities	50,185			1,463			(15		)	42,727			94,360
Effect of exchange rates on cash	(698		)	250			158			—			(290		)
Net (decrease) increase in cash and cash equivalents	(34,460		)	(4,939		)	1,641			—			(37,758		)
Cash and cash equivalents at beginning of period	36,280			10,022			1,282			—			47,584
Cash and cash equivalents at end of period	$	1,820		$	5,083		$	2,923		$	—		$	9,826



	CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
	Six Months Ended March 28, 2015
	(in thousands)
	Parent			Non-Guarantor Subsidiaries			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash used by operating activities	$	(36,828	)	$	(5,623	)	$	(49,351	)	$	(6,719	)	$	(98,521	)
Additions to property, plant and equipment	(1,359		)	(154		)	(9,512		)	—			(11,025		)
Payments to acquire companies, net of cash acquired	(16,000		)	—			—			—			(16,000		)
Proceeds from short-term investments	9,997			—			—			—			9,997
Change in restricted cash and cash equivalents	1,700			—			—			—			1,700
Investment in short-term investments	(17		)	—			—			—			(17		)
Other investing activities	(331		)	—			—			—			(331		)
Intercompany investing activities	(27,949		)	—			57,738			(29,789		)	—
Net cash (used) provided by investing activities	(33,959		)	(154		)	48,226			(29,789		)	(15,676		)
Repayments of long-term debt	(50,131		)	—			(10		)	—			(50,141		)
Borrowings under revolving line of credit	186,000			—			—			—			186,000
Repayments on revolving line of credit	(71,000		)	—			—			—			(71,000		)
Proceeds from issuance of common stock	1,220			—			—			—			1,220
Excess tax benefits from stock-based awards	351			—			—			—			351
Repurchase of common stock	(17,164		)	—			—			—			(17,164		)
Distribution to parent	—			(6,719		)	—			6,719			—
Distribution to noncontrolling interest	—			(1,680		)	—			—			(1,680		)
Intercompany financing activities	(34,891		)	5,102			—			29,789			—
Net cash provided (used) by financing activities	14,385			(3,297		)	(10		)	36,508			47,586
Effect of exchange rates on cash	(910		)	577			211			—			(122		)
Net increase decrease in cash and cash equivalents	(57,312		)	(8,497		)	(924		)	—			(66,733		)
Cash and cash equivalents at beginning of year	63,471			12,806			2,399			—			78,676
Cash and cash equivalents at end of year	$	6,159		$	4,309		$	1,475		$	—		$	11,943