Guarantor and Non-Guarantor Financial Information | 23. GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION The Company’s 2022 Notes and 2024 Notes are guaranteed fully and unconditionally, as well as jointly and severally, by its Guarantor Subsidiaries. As described in Note 11, Protenergy Holdings, Inc. and Protenergy Natural Foods, Inc. were added as Guarantor Subsidiaries in the first quarter of 2016. Additionally, in connection with the acquisition of the Private Brands Business, TreeHouse Private Brands, Inc. (formerly Ralcorp Holdings, Inc.); American Italian Pasta Co.; Nutcracker Brands; Linette Quality Chocolates; Ralcorp Frozen Bakery Products, Inc.; Cottage Bakery, Inc.; and The Carriage House Companies, Inc. were added as guarantors during the first quarter of 2016. In the fourth quarter of 2015, Associated Brands, Inc.; Cains Foods, Inc.; Cains Foods L.P.; Cains GP, LLC; and Flagstone Foods, Inc. (formerly known as Snacks Holding Corporation) were added as Guarantor Subsidiaries. There are no significant restrictions on the ability of the parent company or any guarantor to obtain funds from its subsidiaries by dividend or loan. The following condensed supplemental consolidating financial information presents the results of operations, financial position and cash flows of the parent company, its Guarantor Subsidiaries, its non-guarantor subsidiaries and the eliminations necessary to arrive at the information for the Company on a consolidated basis as of March 31, 2016 and 2015, and for the three months ended March 31, 2016, and 2015. The equity method has been used with respect to investments in subsidiaries. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. As a result of the addition of the guarantors noted above, the following condensed supplemental consolidating financial information has been recast for prior periods as if the new guarantor structure existed for all periods presented, as of the acquisition dates of the respective guarantors. Condensed Supplemental Consolidating Balance Sheet March 31, 2016 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 1,485 $ 59,604 $ — $ 61,089 Investments — — 9,229 — 9,229 Accounts receivable, net 702 314,416 44,626 — 359,744 Inventories, net — 873,967 104,541 — 978,508 Assets held for sale — 2,674 — — 2,674 Prepaid expenses and other current assets 17,861 10,874 21,650 — 50,385 Total current assets 18,563 1,203,416 239,650 — 1,461,629 Property, plant, and equipment, net 25,888 1,171,210 148,688 — 1,345,786 Goodwill — 2,649,928 132,410 — 2,782,338 Investment in subsidiaries 5,165,285 494,126 — (5,659,411 ) — Intercompany accounts receivable (payable), net 452,639 (417,467 ) (35,172 ) — — Deferred income taxes 19,128 — — (19,128 ) — Intangible and other assets, net 48,502 1,090,651 135,341 — 1,274,494 Total assets $ 5,730,005 $ 6,191,864 $ 620,917 $ (5,678,539 ) $ 6,864,247 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 22,774 $ 443,379 $ 54,858 $ — $ 521,011 Current portion of long-term debt 38,271 3,156 155 — 41,582 Total current liabilities 61,045 446,535 55,013 — 562,593 Long-term debt 2,939,473 2,548 315 — 2,942,336 Deferred income taxes — 380,811 49,388 (19,128 ) 411,071 Other long-term liabilities 10,150 196,685 22,075 — 228,910 Stockholders’ equity 2,719,337 5,165,285 494,126 (5,659,411 ) 2,719,337 Total liabilities and stockholders’ equity $ 5,730,005 $ 6,191,864 $ 620,917 $ (5,678,539 ) $ 6,864,247 Condensed Supplemental Consolidating Balance Sheet December 31, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 10,384 $ 91 $ 24,444 $ — $ 34,919 Investments — — 8,388 — 8,388 Accounts receivable, net 17 182,524 20,657 — 203,198 Inventories, net — 510,255 73,860 — 584,115 Prepaid expenses and other current assets 17,625 6,608 8,968 (16,618 ) 16,583 Total current assets 28,026 699,478 136,317 (16,618 ) 847,203 Property, plant, and equipment, net 26,294 470,639 44,595 — 541,528 Goodwill — 1,526,004 123,790 — 1,649,794 Investment in subsidiaries 2,411,532 338,849 — (2,750,381 ) — Intercompany accounts receivable (payable), net 582,267 (553,408 ) (28,859 ) — — Deferred income taxes 18,092 — — (18,092 ) — Intangible and other assets, net 46,041 504,127 114,103 — 664,271 Total assets $ 3,112,252 $ 2,985,689 $ 389,946 $ (2,785,091 ) $ 3,702,796 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 16,526 $ 239,316 $ 21,356 $ (16,618 ) $ 260,580 Current portion of long-term debt 11,621 3,116 156 — 14,893 Total current liabilities 28,147 242,432 21,512 (16,618 ) 275,473 Long-term debt 1,219,011 2,398 332 — 1,221,741 Deferred income taxes — 272,910 24,290 (18,092 ) 279,108 Other long-term liabilities 10,235 56,417 4,963 — 71,615 Stockholders’ equity 1,854,859 2,411,532 338,849 (2,750,381 ) 1,854,859 Total liabilities and stockholders’ equity $ 3,112,252 $ 2,985,689 $ 389,946 $ (2,785,091 ) $ 3,702,796 Condensed Supplemental Consolidating Statement of Operations Three Months Ended March 31, 2016 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,204,790 $ 133,764 $ (68,381 ) $ 1,270,173 Cost of sales — 997,120 116,871 (68,381 ) 1,045,610 Gross profit — 207,670 16,893 — 224,563 Selling, general, and administrative expense 53,716 116,414 9,976 — 180,106 Amortization 2,203 19,388 2,245 — 23,836 Other operating expense, net — 1,332 362 — 1,694 Operating (loss) income (55,919 ) 70,536 4,310 — 18,927 Interest expense 25,353 (53 ) 1,516 (1,148 ) 25,668 Interest income (2,227 ) (1,336 ) (404 ) 1,148 (2,819 ) Other expense (income), net 1 (4,665 ) 5,522 — 858 (Loss) income before income taxes (79,046 ) 76,590 (2,324 ) — (4,780 ) Income taxes (benefit) (30,030 ) 30,242 (1,646 ) — (1,434 ) Equity in net income (loss) of subsidiaries 45,670 (678 ) — (44,992 ) — Net (loss) income $ (3,346 ) $ 45,670 $ (678 ) $ (44,992 ) $ (3,346 ) Condensed Supplemental Consolidating Statement of Operations Three Months Ended March 31, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 735,766 $ 113,561 $ (66,182 ) $ 783,145 Cost of sales — 599,190 97,700 (66,182 ) 630,708 Gross profit — 136,576 15,861 — 152,437 Selling, general, and administrative expense 17,765 61,161 11,272 — 90,198 Amortization 1,827 10,878 2,623 — 15,328 Other operating expense, net — 215 — — 215 Operating (loss) income (19,592 ) 64,322 1,966 — 46,696 Interest expense 11,530 162 1,445 (1,445 ) 11,692 Interest income (1,430 ) (1,445 ) (339 ) 1,445 (1,769 ) Other (income) expense, net (4 ) 9,078 1,898 — 10,972 (Loss) income before income taxes (29,688 ) 56,527 (1,038 ) — 25,801 Income taxes (benefit) (11,336 ) 20,386 (1,101 ) — 7,949 Equity in net income of subsidiaries 36,204 63 — (36,267 ) — Net income $ 17,852 $ 36,204 $ 63 $ (36,267 ) $ 17,852 Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Three Months Ended March 31, 2016 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net (loss) income $ (3,346 ) $ 45,670 $ (678 ) $ (44,992 ) $ (3,346 ) Other comprehensive income: Foreign currency translation adjustments — — 24,266 — 24,266 Pension and postretirement reclassification adjustment, net of tax — 258 — — 258 Other comprehensive income — 258 24,266 — 24,524 Equity in other comprehensive income of subsidiaries 24,524 24,266 — (48,790 ) — Comprehensive income $ 21,178 $ 70,194 $ 23,588 $ (93,782 ) $ 21,178 Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Three Months Ended March 31, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income $ 17,852 $ 36,204 $ 63 $ (36,267 ) $ 17,852 Other comprehensive (loss) income: Foreign currency translation adjustments — — (26,537 ) — (26,537 ) Pension and postretirement reclassification adjustment, net of tax — 256 — — 256 Other comprehensive income (loss) — 256 (26,537 ) — (26,281 ) Equity in other comprehensive (loss) of subsidiaries (26,281 ) (26,537 ) — 52,818 — Comprehensive (loss) income $ (8,429 ) $ 9,923 $ (26,474 ) $ 16,551 $ (8,429 ) Condensed Supplemental Consolidating Statement of Cash Flows Three Months Ended March 31, 2016 (In thousands) Parent Guarantor Non- Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 2,642 $ 152,998 $ (19,073 ) $ (25,847 ) $ 110,720 Cash flows from investing activities: Additions to property, plant, and equipment (84 ) (23,727 ) (1,087 ) — (24,898 ) Additions to intangible assets (1,984 ) (11 ) — — (1,995 ) Intercompany transfer 94,021 2,775 — (96,796 ) — Acquisitions, less cash acquired (2,683,559 ) 337 43,021 — (2,640,201 ) Proceeds from sale of fixed assets — 40 19 — 59 Purchase of investments — — (262 ) — (262 ) Other — — (11 ) — (11 ) Net cash (used in) provided by investing activities (2,591,606 ) (20,586 ) 41,680 (96,796 ) (2,667,308 ) Cash flows from financing activities: Net borrowing (repayment) of debt 1,777,625 (771 ) (40 ) — 1,776,814 Payment of deferred financing costs (34,328 ) — — — (34,328 ) Intercompany transfer (1,840 ) (130,247 ) 9,444 122,643 — Net proceeds from issuance of common stock 835,128 — — — 835,128 Net receipts related to stock-based award activities 1,789 — — — 1,789 Excess tax benefits from stock-based compensation 206 — — — 206 Net cash provided by (used in) financing activities 2,578,580 (131,018 ) 9,404 122,643 2,579,609 Effect of exchange rate changes on cash and cash equivalents — — 3,149 — 3,149 (Decrease) increase in cash and cash equivalents (10,384 ) 1,394 35,160 — 26,170 Cash and cash equivalents, beginning of period 10,384 91 24,444 — 34,919 Cash and cash equivalents, end of period $ — $ 1,485 $ 59,604 $ — $ 61,089 Condensed Supplemental Consolidating Statement of Cash Flows Three Months Ended March 31, 2015 (In thousands) Parent Guarantor Non- Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash (used in) provided by operating activities $ (8,359 ) $ 113,413 $ 12,552 $ (36,004 ) $ 81,602 Cash flows from investing activities: Additions to property, plant, and equipment (1,096 ) (18,906 ) (1,233 ) — (21,235 ) Intercompany transfer (4,138 ) (62,483 ) — 66,621 — Additions to intangible assets (3,167 ) (548 ) (126 ) — (3,841 ) Proceeds from sale of fixed assets — 100 21 — 121 Purchase of investments — — (103 ) — (103 ) Net cash (used in) provided by investing activities (8,401 ) (81,837 ) (1,441 ) 66,621 (25,058 ) Cash flows from financing activities: Net borrowing (repayment) of debt (60,000 ) (688 ) (42 ) — (60,730 ) Intercompany transfer 62,683 (32,205 ) 139 (30,617 ) — Net receipts related to stock-based award activities 5,273 — — — 5,273 Excess tax benefits from stock-based payment arrangements 3,132 — — — 3,132 Net cash provided by (used in) financing activities 11,088 (32,893 ) 97 (30,617 ) (52,325 ) Effect of exchange rate changes on cash and cash equivalents — — (1,549 ) — (1,549 ) (Decrease) increase in cash and cash equivalents (5,672 ) (1,317 ) 9,659 — 2,670 Cash and cash equivalents, beginning of period 18,706 1,690 31,585 — 51,981 Cash and cash equivalents, end of period $ 13,034 $ 373 $ 41,244 $ — $ 54,651 |