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 September 30, 2016 and 2015, and for the three and nine months ended September 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 September 30, 2016 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 10 $ 47,217 $ — $ 47,227 Investments — — 10,117 — 10,117 Accounts receivable, net — 328,103 56,798 — 384,901 Inventories, net — 923,607 117,371 — 1,040,978 Assets held for sale — 2,674 — — 2,674 Prepaid expenses and other current assets 34,725 22,941 18,300 — 75,966 Total current assets 34,725 1,277,335 249,803 — 1,561,863 Property, plant, and equipment, net 28,010 1,189,389 147,273 — 1,364,672 Goodwill — 2,644,106 130,658 — 2,774,764 Investment in subsidiaries 5,285,565 518,906 — (5,804,471 ) — Intercompany accounts receivable (payable), net 329,823 (313,490 ) (16,333 ) — — Deferred income taxes 20,187 — — (20,187 ) — Intangible and other assets, net 53,148 1,053,752 115,033 — 1,221,933 Total assets $ 5,751,458 $ 6,369,998 $ 626,434 $ (5,824,658 ) $ 6,923,232 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 51,870 $ 488,394 $ 66,529 $ — $ 606,793 Current portion of long-term debt 54,834 3,132 133 — 58,099 Total current liabilities 106,704 491,526 66,662 — 664,892 Long-term debt 2,848,712 779 268 — 2,849,759 Deferred income taxes — 401,522 34,744 (20,187 ) 416,079 Other long-term liabilities 8,797 190,606 5,854 — 205,257 Stockholders’ equity 2,787,245 5,285,565 518,906 (5,804,471 ) 2,787,245 Total liabilities and stockholders’ equity $ 5,751,458 $ 6,369,998 $ 626,434 $ (5,824,658 ) $ 6,923,232 Condensed Supplemental Consolidating Balance Sheet December 31, 2015 (In thousands) Parent Guarantor Non-Guarantor 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 September 30, 2016 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,501,774 $ 167,014 $ (81,938 ) $ 1,586,850 Cost of sales — 1,240,261 142,994 (81,938 ) 1,301,317 Gross profit — 261,513 24,020 — 285,533 Selling, general, and administrative expense 23,512 134,373 16,135 — 174,020 Amortization expense 2,319 23,962 2,357 — 28,638 Other operating expense, net — 4,735 550 — 5,285 Operating (loss) income (25,831 ) 98,443 4,978 — 77,590 Interest expense 30,928 (103 ) 1,143 (1,219 ) 30,749 Interest income (5 ) (1,005 ) (317 ) 1,219 (108 ) Other expense (income), net (1 ) (435 ) (5,223 ) — (5,659 ) (Loss) income before income taxes (56,753 ) 99,986 9,375 — 52,608 Income taxes (benefit) (22,143 ) 35,669 1,908 — 15,434 Equity in net income (loss) of subsidiaries 71,784 7,467 — (79,251 ) — Net income (loss) $ 37,174 $ 71,784 $ 7,467 $ (79,251 ) $ 37,174 Condensed Supplemental Consolidating Statement of Income Three Months Ended September 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 755,336 $ 96,991 $ (53,689 ) $ 798,638 Cost of sales — 610,871 82,759 (53,689 ) 639,941 Gross profit — 144,465 14,232 — 158,697 Selling, general, and administrative expense 15,418 58,435 7,569 — 81,422 Amortization expense 2,070 10,468 2,355 — 14,893 Other operating expense, net — 154 — — 154 Operating (loss) income (17,488 ) 75,408 4,308 — 62,228 Interest expense 10,376 (231 ) 2,175 (1,406 ) 10,914 Interest income (16 ) (1,406 ) (249 ) 1,406 (265 ) Other expense (income), net (5 ) 9,054 2,255 — 11,304 (Loss) income before income taxes (27,843 ) 67,991 127 — 40,275 Income taxes (benefit) (10,576 ) 23,110 (700 ) — 11,834 Equity in net income (loss) of subsidiaries 45,708 827 — (46,535 ) — Net income (loss) $ 28,441 $ 45,708 $ 827 $ (46,535 ) $ 28,441 Condensed Supplemental Consolidating Statement of Income Nine Months Ended September 30, 2016 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 4,160,967 $ 459,841 $ (222,396 ) $ 4,398,412 Cost of sales — 3,448,050 396,856 (222,396 ) 3,622,510 Gross profit — 712,917 62,985 — 775,902 Selling, general, and administrative expense 100,128 394,029 42,399 — 536,556 Amortization expense 6,778 67,192 6,982 — 80,952 Other operating expense, net — 8,830 1,454 — 10,284 Operating (loss) income (106,906 ) 242,866 12,150 — 148,110 Interest expense 87,357 188 3,995 (3,585 ) 87,955 Interest income (2,233 ) (3,928 ) (993 ) 3,585 (3,569 ) Other expense (income), net 1 (2,501 ) (3,779 ) — (6,279 ) (Loss) income before income taxes (192,031 ) 249,107 12,927 — 70,003 Income taxes (benefit) (73,404 ) 93,814 117 — 20,527 Equity in net income (loss) of subsidiaries 168,103 12,810 — (180,913 ) — Net income (loss) $ 49,476 $ 168,103 $ 12,810 $ (180,913 ) $ 49,476 Condensed Supplemental Consolidating Statement of Income Nine Months Ended September 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 2,203,154 $ 309,061 $ (171,224 ) $ 2,340,991 Cost of sales — 1,779,531 270,179 (171,224 ) 1,878,486 Gross profit — 423,623 38,882 — 462,505 Selling, general, and administrative expense 48,459 176,363 27,962 — 252,784 Amortization expense 5,941 32,260 7,571 — 45,772 Other operating expense, net — 504 — — 504 Operating (loss) income (54,400 ) 214,496 3,349 — 163,445 Interest expense 32,806 151 5,343 (4,322 ) 33,978 Interest income (1,447 ) (4,322 ) (781 ) 4,322 (2,228 ) Other expense (income), net (7 ) 14,845 2,994 — 17,832 (Loss) income before income taxes (85,752 ) 203,822 (4,207 ) — 113,863 Income taxes (benefit) (32,689 ) 72,423 (3,526 ) — 36,208 Equity in net income (loss) of subsidiaries 130,718 (681 ) — (130,037 ) — Net income (loss) $ 77,655 $ 130,718 $ (681 ) $ (130,037 ) $ 77,655 Condensed Supplemental Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2016 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 37,174 $ 71,784 $ 7,467 $ (79,251 ) $ 37,174 Other comprehensive income: Foreign currency translation adjustments — — (7,285 ) — (7,285 ) Pension and postretirement reclassification adjustment, net of tax — 258 — — 258 Other comprehensive income — 258 (7,285 ) — (7,027 ) Equity in other comprehensive income (loss) of subsidiaries (7,027 ) (7,285 ) — 14,312 — Comprehensive income (loss) $ 30,147 $ 64,757 $ 182 $ (64,939 ) $ 30,147 Condensed Supplemental Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 28,441 $ 45,708 $ 827 $ (46,535 ) $ 28,441 Other comprehensive income: Foreign currency translation adjustments — — (20,216 ) — (20,216 ) Pension and postretirement reclassification adjustment, net of tax — 256 — — 256 Other comprehensive income — 256 (20,216 ) — (19,960 ) Equity in other comprehensive income (loss) of subsidiaries (19,960 ) (20,215 ) — 40,175 — Comprehensive income (loss) $ 8,481 $ 25,749 $ (19,389 ) $ (6,360 ) $ 8,481 Condensed Supplemental Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2016 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 49,476 $ 168,103 $ 12,810 $ (180,913 ) $ 49,476 Other comprehensive (loss) income: Foreign currency translation adjustments — — 21,598 — 21,598 Pension and postretirement reclassification adjustment, net of tax — 774 — — 774 Other comprehensive (loss) income — 774 21,598 — 22,372 Equity in other comprehensive (loss) income of subsidiaries 22,372 21,598 — (43,970 ) — Comprehensive income (loss) $ 71,848 $ 190,475 $ 34,408 $ (224,883 ) $ 71,848 Condensed Supplemental Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 77,655 $ 130,718 $ (681 ) $ (130,037 ) $ 77,655 Other comprehensive (loss) income: Foreign currency translation adjustments — — (40,533 ) — (40,533 ) Pension and postretirement reclassification adjustment, net of tax — 767 — — 767 Other comprehensive (loss) income — 767 (40,533 ) — (39,766 ) Equity in other comprehensive (loss) income of subsidiaries (39,766 ) (40,533 ) — 80,299 — Comprehensive income (loss) $ 37,889 $ 90,952 $ (41,214 ) $ (49,738 ) $ 37,889 Condensed Supplemental Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016 (In thousands) Parent Guarantor Non- Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 90,485 $ 395,130 $ (10,761 ) $ (180,139 ) $ 294,715 Cash flows from investing activities: Additions to property, plant, and equipment (2,780 ) (119,983 ) (9,179 ) — (131,942 ) Additions to intangible assets (8,221 ) (2,683 ) — — (10,904 ) Intercompany transfer 32,444 (78,421 ) — 45,977 — Acquisitions, less cash acquired (2,687,722 ) 337 43,021 — (2,644,364 ) Proceeds from sale of fixed assets — 1,474 — — 1,474 Purchase of investments — — (795 ) — (795 ) Increase in restricted cash — (605 ) — — (605 ) Other — — 4 — 4 Net cash (used in) provided by investing activities (2,666,279 ) (199,881 ) 33,051 45,977 (2,787,132 ) Cash flows from financing activities: Net borrowing (repayment) of debt 1,700,063 (2,589 ) (38 ) — 1,697,436 Payment of deferred financing costs (34,328 ) — — — (34,328 ) Intercompany transfer 61,921 (192,741 ) (3,342 ) 134,162 — Net proceeds from issuance of common stock 835,131 — — — 835,131 Net payments related to stock-based award activities (1,053 ) — — — (1,053 ) Excess tax benefits from stock-based compensation 3,676 — — — 3,676 Net cash provided by (used in) financing activities 2,565,410 (195,330 ) (3,380 ) 134,162 2,500,862 Effect of exchange rate changes on cash and cash equivalents — — 3,863 — 3,863 (Decrease) increase in cash and cash equivalents (10,384 ) (81 ) 22,773 — 12,308 Cash and cash equivalents, beginning of period 10,384 91 24,444 — 34,919 Cash and cash equivalents, end of period $ — $ 10 $ 47,217 $ — $ 47,227 Condensed Supplemental Consolidating Statement of Cash Flows Nine Months Ended September 30, 2015 (In thousands) Parent Guarantor Non- Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 82,140 $ 218,218 $ (1,900 ) $ (129,268 ) $ 169,190 Cash flows from investing activities: Additions to property, plant, and equipment (286 ) (51,981 ) (4,921 ) — (57,188 ) Additions to intangible assets (8,605 ) (932 ) (126 ) — (9,663 ) Intercompany transfer (42,985 ) (78,928 ) 2 121,911 — Proceeds from sale of fixed assets — 174 104 — 278 Purchase of investments — — (572 ) — (572 ) Net cash (used in) provided by investing activities (51,876 ) (131,667 ) (5,513 ) 121,911 (67,145 ) Cash flows from financing activities: Net repayment of debt (133,250 ) (2,579 ) (93 ) — (135,922 ) Intercompany transfer 78,055 (84,213 ) (1,199 ) 7,357 — Net receipts related to stock-based award activities 1,221 — — — 1,221 Excess tax benefits from stock-based compensation 5,004 — — — 5,004 Net cash (used in) provided by financing activities (48,970 ) (86,792 ) (1,292 ) 7,357 (129,697 ) Effect of exchange rate changes on cash and cash equivalents — — (1,446 ) — (1,446 ) (Decrease) increase in cash and cash equivalents (18,706 ) (241 ) (10,151 ) — (29,098 ) Cash and cash equivalents, beginning of period 18,706 1,690 31,585 — 51,981 Cash and cash equivalents, end of period $ — $ 1,449 $ 21,434 $ — $ 22,883 |