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 June 30, 2016 and 2015, and for the three and six months ended June 30, 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 June 30, 2016 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 741 $ 50,850 $ — $ 51,591 Investments — — 9,641 — 9,641 Accounts receivable, net 1,342 314,970 46,149 — 362,461 Inventories, net — 877,991 111,415 — 989,406 Assets held for sale — 2,674 — — 2,674 Prepaid expenses and other current assets 43,042 20,466 22,490 — 85,998 Total current assets 44,384 1,216,842 240,545 — 1,501,771 Property, plant, and equipment, net 26,679 1,181,805 152,786 — 1,361,270 Goodwill — 2,655,511 132,512 — 2,788,023 Investment in subsidiaries 5,220,809 507,230 — (5,728,039 ) — Intercompany accounts receivable (payable), net 368,086 (341,516 ) (26,570 ) — — Deferred income taxes 18,649 — — (18,649 ) — Intangible and other assets, net 50,956 1,063,531 133,052 — 1,247,539 Total assets $ 5,729,563 $ 6,283,403 $ 632,325 $ (5,746,688 ) $ 6,898,603 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 66,006 $ 485,611 $ 54,806 $ — $ 606,423 Current portion of long-term debt 46,552 3,222 155 — 49,929 Total current liabilities 112,558 488,833 54,961 — 656,352 Long-term debt 2,858,093 1,121 288 — 2,859,502 Deferred income taxes — 384,349 47,658 (18,649 ) 413,358 Other long-term liabilities 10,136 188,291 22,188 — 220,615 Stockholders’ equity 2,748,776 5,220,809 507,230 (5,728,039 ) 2,748,776 Total liabilities and stockholders’ equity $ 5,729,563 $ 6,283,403 $ 632,325 $ (5,746,688 ) $ 6,898,603 Condensed Supplemental Consolidating Balance Sheet December 31, 2015 (In thousands) Parent Company Guarantor Non-Guarantor 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 Income Three Months Ended June 30, 2016 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,454,403 $ 159,063 $ (72,077 ) $ 1,541,389 Cost of sales — 1,210,669 136,991 (72,077 ) 1,275,583 Gross profit — 243,734 22,072 — 265,806 Selling, general, and administrative expense 22,900 143,242 16,288 — 182,430 Amortization expense 2,256 23,842 2,380 — 28,478 Other operating expense, net — 2,763 542 — 3,305 Operating (loss) income (25,156 ) 73,887 2,862 — 51,593 Interest expense 31,076 344 1,336 (1,218 ) 31,538 Interest income (1 ) (1,587 ) (272 ) 1,218 (642 ) Other expense (income), net 1 2,599 (4,078 ) — (1,478 ) (Loss) income before income taxes (56,232 ) 72,531 5,876 — 22,175 Income taxes (benefit) (21,231 ) 27,903 (145 ) — 6,527 Equity in net income (loss) of subsidiaries 50,649 6,021 — (56,670 ) — Net income (loss) $ 15,648 $ 50,649 $ 6,021 $ (56,670 ) $ 15,648 Condensed Supplemental Consolidating Statement of Income Three Months Ended June 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 712,052 $ 98,509 $ (51,353 ) $ 759,208 Cost of sales — 569,470 89,720 (51,353 ) 607,837 Gross profit — 142,582 8,789 — 151,371 Selling, general, and administrative expense 15,276 56,767 9,121 — 81,164 Amortization expense 2,044 10,914 2,593 — 15,551 Other operating expense, net — 135 — — 135 Operating (loss) income (17,320 ) 74,766 (2,925 ) — 54,521 Interest expense 10,900 220 1,723 (1,471 ) 11,372 Interest income (1 ) (1,471 ) (193 ) 1,471 (194 ) Other expense (income), net 2 (3,287 ) (1,159 ) — (4,444 ) (Loss) income before income taxes (28,221 ) 79,304 (3,296 ) — 47,787 Income taxes (benefit) (10,777 ) 28,927 (1,725 ) — 16,425 Equity in net income (loss) of subsidiaries 48,806 (1,571 ) — (47,235 ) — Net income (loss) $ 31,362 $ 48,806 $ (1,571 ) $ (47,235 ) $ 31,362 Condensed Supplemental Consolidating Statement of Income Six Months Ended June 30, 2016 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — 2,659,193 292,827 (140,458 ) 2,811,562 Cost of sales — 2,207,789 253,862 (140,458 ) 2,321,193 Gross profit — 451,404 38,965 — 490,369 Selling, general, and administrative expense 76,616 259,656 26,264 — 362,536 Amortization expense 4,459 43,230 4,625 — 52,314 Other operating expense, net — 4,095 904 — 4,999 Operating (loss) income (81,075 ) 144,423 7,172 — 70,520 Interest expense 56,429 291 2,852 (2,366 ) 57,206 Interest income (2,228 ) (2,923 ) (676 ) 2,366 (3,461 ) Other expense (income), net 2 (2,066 ) 1,444 — (620 ) (Loss) income before income taxes (135,278 ) 149,121 3,552 — 17,395 Income taxes (benefit) (51,261 ) 58,145 (1,791 ) — 5,093 Equity in net income (loss) of subsidiaries 96,319 5,343 — (101,662 ) — Net income (loss) $ 12,302 96,319 5,343 (101,662 ) 12,302 Condensed Supplemental Consolidating Statement of Income Six Months Ended June 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,447,818 $ 212,070 $ (117,535 ) $ 1,542,353 Cost of sales — 1,168,660 187,420 (117,535 ) 1,238,545 Gross profit — 279,158 24,650 — 303,808 Selling, general, and administrative expense 33,041 117,928 20,393 — 171,362 Amortization expense 3,871 21,792 5,216 — 30,879 Other operating expense, net — 350 — — 350 Operating (loss) income (36,912 ) 139,088 (959 ) — 101,217 Interest expense 22,430 382 3,168 (2,916 ) 23,064 Interest income (1,431 ) (2,916 ) (532 ) 2,916 (1,963 ) Other expense (income), net (2 ) 5,791 739 — 6,528 (Loss) income before income taxes (57,909 ) 135,831 (4,334 ) — 73,588 Income taxes (benefit) (22,113 ) 49,313 (2,826 ) — 24,374 Equity in net income (loss) of subsidiaries 85,010 (1,508 ) — (83,502 ) — Net income (loss) $ 49,214 $ 85,010 $ (1,508 ) $ (83,502 ) $ 49,214 Condensed Supplemental Consolidating Statement of Comprehensive Income Three Months Ended June 30, 2016 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 15,648 $ 50,649 $ 6,021 $ (56,670 ) $ 15,648 Other comprehensive income: Foreign currency translation adjustments — — 4,617 — 4,617 Pension and postretirement reclassification adjustment, net of tax — 258 — — 258 Other comprehensive income — 258 4,617 — 4,875 Equity in other comprehensive income (loss) of subsidiaries 4,875 4,617 — (9,492 ) — Comprehensive income (loss) $ 20,523 $ 55,524 $ 10,638 $ (66,162 ) $ 20,523 Condensed Supplemental Consolidating Statement of Comprehensive Income Three Months Ended June 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 31,362 $ 48,806 $ (1,571 ) $ (47,235 ) $ 31,362 Other comprehensive income: Foreign currency translation adjustments — — 6,219 — 6,219 Pension and postretirement reclassification adjustment, net of tax — 256 — — 256 Other comprehensive income — 256 6,219 — 6,475 Equity in other comprehensive income (loss) of subsidiaries 6,475 6,219 — (12,694 ) — Comprehensive income (loss) $ 37,837 $ 55,281 $ 4,648 $ (59,929 ) $ 37,837 Condensed Supplemental Consolidating Statement of Comprehensive Income Six Months Ended June 30, 2016 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 12,302 $ 96,319 $ 5,343 $ (101,662 ) $ 12,302 Other comprehensive (loss) income: Foreign currency translation adjustments — — 28,883 — 28,883 Pension and postretirement reclassification adjustment, net of tax — 516 — — 516 Other comprehensive (loss) income — 516 28,883 — 29,399 Equity in other comprehensive (loss) income of subsidiaries 29,399 28,883 — (58,282 ) — Comprehensive income (loss) $ 41,701 $ 125,718 $ 34,226 $ (159,944 ) $ 41,701 Condensed Supplemental Consolidating Statement of Comprehensive Income Six Months Ended June 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 49,214 $ 85,010 $ (1,508 ) $ (83,502 ) $ 49,214 Other comprehensive (loss) income: Foreign currency translation adjustments — — (20,318 ) — (20,318 ) Pension and postretirement reclassification adjustment, net of tax — 512 — — 512 Other comprehensive (loss) income — 512 (20,318 ) — (19,806 ) Equity in other comprehensive (loss) income of subsidiaries (19,806 ) (20,318 ) — 40,124 — Comprehensive income (loss) $ 29,408 $ 65,204 $ (21,826 ) $ (43,378 ) $ 29,408 Condensed Supplemental Consolidating Statement of Cash Flows Six Months Ended June 30, 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 $ 45,799 $ 300,279 $ (7,922 ) $ (101,147 ) $ 237,009 Cash flows from investing activities: Additions to property, plant, and equipment (1,117 ) (73,837 ) (9,002 ) — (83,956 ) Additions to intangible assets (5,901 ) (13 ) — — (5,914 ) Intercompany transfer 102,059 (30,755 ) — (71,304 ) — Acquisitions, less cash acquired (2,683,559 ) 337 43,021 — (2,640,201 ) Proceeds from sale of fixed assets — 76 15 — 91 Purchase of investments — — (530 ) — (530 ) Increase in restricted cash — (605 ) — — (605 ) Other — — (11 ) — (11 ) Net cash (used in) provided by investing activities (2,588,518 ) (104,797 ) 33,493 (71,304 ) (2,731,126 ) Cash flows from financing activities: Net borrowing (repayment) of debt 1,702,844 (2,144 ) 4 — 1,700,704 Payment of deferred financing costs (34,328 ) — — — (34,328 ) Intercompany transfer 25,927 (192,688 ) (5,690 ) 172,451 — Net proceeds from issuance of common stock 835,131 — — — 835,131 Net payments related to stock-based award activities (762 ) — — — (762 ) Excess tax benefits from stock-based compensation 3,523 — — — 3,523 Net cash provided by (used in) financing activities 2,532,335 (194,832 ) (5,686 ) 172,451 2,504,268 Effect of exchange rate changes on cash and cash equivalents — — 6,521 — 6,521 (Decrease) increase in cash and cash equivalents (10,384 ) 650 26,406 — 16,672 Cash and cash equivalents, beginning of period 10,384 91 24,444 — 34,919 Cash and cash equivalents, end of period $ — $ 741 $ 50,850 $ — $ 51,591 Condensed Supplemental Consolidating Statement of Cash Flows Six Months Ended June 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 31,490 $ 197,748 $ 2,554 $ (82,993 ) $ 148,799 Cash flows from investing activities: Additions to property, plant, and equipment (599 ) (35,422 ) (3,104 ) — (39,125 ) Additions to intangible assets (5,819 ) (738 ) (126 ) — (6,683 ) Intercompany transfer (11,587 ) (86,534 ) — 98,121 — Proceeds from sale of fixed assets — 159 21 — 180 Purchase of investments — — (311 ) — (311 ) Net cash (used in) provided by investing activities (18,005 ) (122,535 ) (3,520 ) 98,121 (45,939 ) Cash flows from financing activities: Net repayment of debt (112,000 ) (1,958 ) (59 ) — (114,017 ) Intercompany transfer 86,230 (74,509 ) 3,407 (15,128 ) — Net receipts related to stock-based award activities 1,112 — — — 1,112 Excess tax benefits from stock-based compensation 4,583 — — — 4,583 Net cash (used in) provided by financing activities (20,075 ) (76,467 ) 3,348 (15,128 ) (108,322 ) Effect of exchange rate changes on cash and cash equivalents — — (1,955 ) — (1,955 ) (Decrease) increase in cash and cash equivalents (6,590 ) (1,254 ) 427 — (7,417 ) Cash and cash equivalents, beginning of period 18,706 1,690 31,585 — 51,981 Cash and cash equivalents, end of period $ 12,116 $ 436 $ 32,012 $ — $ 44,564 |