January 18, 2013 / 9:01 PM / 5 years ago

TEXT - S&P cuts Central Garden & Pet Co.

     -- U.S. consumer products company Central Garden & Pet Co. has
remained unable to increase prices sufficiently to protect margins, and we
believe it will take several years to achieve meaningful benefits from its
transformation activities.  
     -- We are lowering the corporate credit rating to 'B' from 'B+'.  
     -- The stable outlook reflects our expectation that credit ratios will 
remain near recent levels even though the company will remain vulnerable to 
the decisions of its top customers.

Rating Action
On Jan. 18, 2013, Standard & Poor's Ratings Services lowered its corporate 
credit rating on Walnut Creek, Calif.-based Central Garden & Pet Co. to 'B' 
from 'B+'. The outlook is stable.

At the same time, we lowered our issue rating on the company's $375 million 
revolving credit facility due 2016 to 'BB-' from 'BB'. The recovery rating 
remains '1', which indicates our expectation of very high recovery (90% to 
100%) for creditors in the event of a payment default or bankruptcy. 

We also lowered our issue rating on the company's $450 million senior 
subordinated notes due 2018 to 'CCC+' from 'B'. We revised the recovery rating 
on the notes to '6' from '5', which indicates our expectation of negligible 
recovery (0% to 10%) for noteholders in the event of a payment default or 

As of Sept. 29, 2012, the company had $449.8 million in reported debt 

The downgrade reflects Standard & Poor's assessment that Central Garden & 
Pet's business risk profile has worsened to "vulnerable" from "weak." The 
company shows a continued inability to raise prices sufficiently to protect 
margin and we believe transformation-related expenses will continue over the 
next several years. Also, the company is vulnerable to the decisions of its 
top five customers, which represented about 45% of fiscal 2012 revenue. 

We believe the financial risk profile remains "aggressive," based on our 
forecast for credit ratios to remain weak, our opinion that financial policy 
is "aggressive," and our view that the liquidity profile remains "less than 
adequate." Our credit ratio forecast through the end of 2014 is as follows:

     -- Total debt to EBITDA between 4.3x and 5.3x.
     -- Funds from operations (FFO) to total debt between 12% and 15.5%.
     -- EBITDA interest coverage between 2.7x and 2.8x.
     -- We forecast peak borrowing under the revolver of up to $120 million in 
the fiscal second quarters of 2013 and 2014, which is consistent with the 
fiscal second quarters of 2011 and 2012. We forecast no borrowing under the 
revolver in the fiscal fourth quarters of 2013 and 2014, which is consistent 
with the fiscal fourth quarters of 2011 and 2012.
Credit ratios indicative of an "aggressive" financial risk profile includes 
total debt to EBITDA between 4x and 5x and FFO to total debt between 12% and 

Standard & Poor's economists believe the risk of another U.S. recession during 
the next 12 months is between 10% and 15%, down from between 15% and 20% in 
December 2012. We expect GDP growth of 3.0% in 2013 and 3.0% in 2014, consumer 
spending growth of 2.7% in 2013 and 3.2% in 2014, crude oil per barrel (WTI) 
finishing 2013 near $90 and finishing 2014 near $87, and the unemployment rate 
finishing 2013 at 7.3% and finishing 2014 at 6.6%. With these economic 
expectations in mind, our base-case forecast for the company's operating 
performance is as follows:
     -- Revenue growth in the low-single-digit percent area over the next two 
years. We note there was an extra week of sales in fiscal 2012. We also note 
revenue could greatly exceed our forecast if costs significantly increase. We 
believe the incremental revenue growth would be equal to or less than the 
increase in the cost of goods sold, resulting in a gross profit similar to or 
lower than gross profit in our base-case forecast.
     -- Gross margin (excluding depreciation and amortization) declines 30 
basis points to 31.7% in 2013 and increases 20 basis points to 31.9% in 2014. 
This assumes costs modestly increase but do not significantly increase, such 
as in 2011 when gross margin declined from nearly 36% to 32%.
     -- Selling, general, and administrative expenses increase in line with 
our base-case revenue growth forecast. Management plans to continue increasing 
marketing-related expenses, mainly for brand-building initiatives. We believe 
this is necessary given the competitive landscape, especially in the Garden 
Products segment where The Scotts Miracle-Gro Co. commands a significant 
competitive advantage.
     -- Adjusted EBITDA margin remains between 6.4% and 6.9%, which translates 
to trailing-12-months EBITDA remaining between $108 million and $120 million 
over the next eight quarters.
     -- No debt amortization is required within the current capital structure. 
We assume peak borrowing of up to $120 million during the fiscal second 
quarter, which is consistent with prior years. We assume no revolver borrowing 
at the end of fiscal 2013 and 2014.
The basis for our view that financial policy is "aggressive" is primarily 
rooted in the company's share repurchase history and stated acquisition 
strategy. Share repurchases totaled $200 million from fiscal 2010 to fiscal 
2012, and were nearly $110 million in fiscal 2011, the same year gross margin 
declined over 300 basis points. Share repurchases declined to $25 million in 
fiscal 2012. We forecast they will remain at or below $20 million per year. 
There is about $50 million remaining on the current share repurchase 

Acquisition activity has remained limited, with none in fiscal 2012. Still, 
the company continues to indicate they are open to the idea. We believe 
significant acquisition activity could disrupt the current transformation 
initiative, which is already behind schedule and missed its fiscal 2012 cost 
savings plan. The transformation is now scheduled to be completed by the end 
of 2015. The company achieved cost savings of $20 million, versus the planned 
$30 million, in fiscal 2012.

The plan aims to transform the company from a portfolio of separately run 
businesses into an integrated, multibrand company by executing on the 
following initiatives: consolidate warehouse and distribution space, optimize 
manufacturing capacity utilization, rationalize SKU counts 30% to 35%, 
consolidate purchasing across the organization, and integrate sales and 
marketing functions. The company incurred about $12.1 million in 
transformation-related expenses during 2012, which we do not add back to 
EBITDA because management indicates these types of expenses will continue over 
the next several years.

We believe the company will remain unable to increase prices in order to 
protect margin. Costs increased significantly in 2011 and continued at a lower 
rate in 2012. For example, the weighted average cost per pound of the 
company's primary bird feed grains increased 41% in fiscal 2011 and another 
11% in fiscal 2012. The drought was a contributing factor to the fiscal 2012 
cost increase. Also, the company's negotiating power with its customer base 
continues to weaken. Its top five customers, including Walmart, Lowe's, Home 
Depot, PetSmart, and PETCO, accounted for 45% of fiscal 2012 revenue, and 
these companies are increasing their retail market share. We believe any 
successful price increases can hurt volume, with customers switching to 
lower-margin products or competing products, or reducing consumption given 
these are discretionary purchases.

We view the company's liquidity profile as "less than adequate" even though we 
expect the company's cash sources can cover cash uses over the next 24 months. 
The primary reason for the "less than adequate" profile is because EBITDA 
cushion under the interest coverage covenant can return below 15% with only a 
slight drop in profitability. Plus, management stated in the fourth-quarter 
earnings call that first-quarter profitability will be down over the prior 
year given disruptions in the Northeast from hurricane Sandy.

The company's cash flows are highly seasonal, with negative cash flow 
generation in the fiscal second quarter ended March followed by robust cash 
flow generation in the fiscal third quarter ended June. We forecast revolver 
borrowing of up to $120 million in the fiscal second quarter, with no revolver 
borrowing at the end of each fiscal year. As of Sept. 29, 2012, we calculate 
total liquidity was $296.7 million, which included $225.5 million of 
availability under its $375 million revolving credit facility and $71.2 
million of cash. Total liquidity was in a range between $144.3 million and 
$296.7 million over the four quarters of fiscal 2012. We forecast a similar 
total liquidity range over the next four quarters.

We forecast free cash flow of less than $25 million per year through 2014, 
which incorporates our expectation for working capital investment of up to $6 
million per year and capital expenditures of about $40 million per year. We 
believe share repurchases and potential acquisitions will consume free cash 

Additional relevant aspects of Central Garden & Pet's liquidity profile are as 

     -- We forecast cash sources will exceed uses by more than 1.2x over the 
next two years.
     -- We forecast net sources will remain positive, even if EBITDA declines 
by 15%. We note the company would violate its interest coverage financial 
maintenance covenant if EBITDA were to decline by more than 15%, though.
     -- The company's debt maturity profile is manageable. There is no debt 
amortization. The revolving credit facility is due in 2016 and the senior 
subordinated notes are due in 2018.
Recovery analysis
For the complete recovery analysis, please see the recovery report on Central 
Garden & Pet Co., to be published on RatingsDirect following this report.

The outlook is stable, which reflects our forecast for credit ratios to remain 
near recent levels even though we believe the company will remain vulnerable 
to the decisions of its top customers. 

We could lower the ratings if the liquidity profile worsens to "weak" from 
"less than adequate," possibly due to the inability to repay peak revolver 
borrowing, which could result in a covenant breach, especially if peak 
revolver borrowing meaningfully exceeds our forecast.  

While unlikely over the next year, we could raise the ratings if our 
assessment of the company's business risk profile improves to "weak," which 
could follow a rise in margins to 2009 and 2010 levels, including gross margin 
above 35%. This could occur through the successful execution of the company's 
transformation plan.

Related Criteria And Research
     -- U.S. Economic Forecast: New Year's Resolutions, Jan. 16, 2013.
     -- Business Risk/Financial Risk Matrix Expanded, Sept. 18, 2012
     -- Methodology and Assumptions: Liquidity Descriptors for Global 
Corporate Issuers, Sept. 28, 2011
     -- Corporate Ratings Criteria 2008, April 15, 2008

Ratings List
                                To             From
Central Garden & Pet Co.
 Corporate credit rating        B/Stable/--    B+/Negative/--
 Senior secured
  $375 mil. revolver due 2016   BB-            BB
    Recovery rating             1              1
  $450 mil. notes due 2018      CCC+           B
    Recovery rating             6              5

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