12. Supplemental Guarantor Condensed Financial Information

In December 2009, in connection with the Refinancing, we issued $350,000 of 9.750% Senior Secured Notes due 2016, or the Notes. The indenture governing the Notes contains certain restrictions on us, including restrictions on our ability to incur indebtedness, pay dividends, grant liens, sell assets and engage in certain other activities. The Notes are guaranteed by all of our domestic subsidiaries, or Guarantors. Each subsidiary guarantor is wholly owned and the guarantees are full and unconditional and joint and several. All other subsidiaries of our Company, or Non-Guarantors, do not guarantee the Notes.

The following condensed consolidating financial statements present the results of operations, financial position and cash flows of (1) Issuer, (2) Guarantors, (3) Non-Guarantors and (4) eliminations to arrive at the information for our Company on a consolidated basis for 2013 and 2012. In addition, condensed consolidating financial statements for the results of operations and cash flows for 2011 are presented. Separate financial statements and other disclosures concerning the Guarantors are not presented because our management does not believe such information is material to investors. Therefore, each of the Guarantors is combined in the following presentation.

Condensed Consolidating Balance Sheet

December 28, 2013

					Non-
			Guarantor		Guarantor
	Issuer		Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1,556	$	8,770	$	33,372	$	—		$	43,698
Accounts receivable, net		—		188,157		12,784		—			200,941
Inventories, net		—		116,213		10,718		—			126,931
Prepaid expenses		3,027		2,959		1,086		—			7,072
Deferred taxes		—		17,330		—		—			17,330
Other current assets		—		4,993		2,010		—			7,003
Total current assets		4,583		338,422		59,970		—			402,975
Property, plant and equipment, net		39,724		27,408		2,153		—			69,285
Deferred financing fees, net		7,305		—		—		—			7,305
Investments and intercompany receivables		354,901		76,864		84,359		(516,124	)		—
Intangible assets, net		—		264,006		5,388		—			269,394
Goodwill		16,195		186,353		5,191		—			207,739
Other assets		—		1,111		134		—			1,245
Total assets	$	422,708	$	894,164	$	157,195	$	(516,124	)	$	957,943
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Revolving credit facility	$	23,000	$	—	$	—	$	—		$	23,000
Current portion of capital lease obligations		—		23		—		—			23
Accounts payable		—		74,047		2,326		—			76,373
Accrued expenses		13,143		52,646		3,189		—			68,978
Total current liabilities		36,143		126,716		5,515		—			168,374
Long-term debt, less current portion		347,834		—		—		—			347,834
Deferred taxes		—		57,652		—		—			57,652
Other noncurrent liabilities		—		20,147		7,433		—			27,580
Long-term intercompany payables		—		398,126		79,510		(477,636	)		—
Total liabilities		383,977		602,641		92,458		(477,636	)		601,440
Total stockholder's equity		38,731		291,523		64,737		(38,488	)		356,503
Total liabilities and stockholder's equity	$	422,708	$	894,164	$	157,195	$	(516,124	)	$	957,943

Condensed Consolidating Balance Sheet

December 29, 2012

	Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1,664	$	9,244	$	29,944	$	—		$	40,852
Accounts receivable, net		—		204,654		23,547		—			228,201
Inventories, net		—		125,049		16,667		—			141,716
Prepaid expenses		2,955		2,307		900		—			6,162
Deferred taxes		—		20,777		—		—			20,777
Other current assets		—		10,313		2,870		—			13,183
Total current assets		4,619		372,344		73,928		—			450,891
Property, plant and equipment, net		25,006		28,887		1,656		—			55,549
Deferred financing fees, net		9,964		—		—		—			9,964
Investments and intercompany receivables		362,081		82,642		72,307		(517,030	)		—
Intangible assets, net		—		260,580		5,318		—			265,898
Goodwill		16,195		187,311		5,191		—			208,697
Other assets		—		1,100		135		—			1,235
Total assets	$	417,865	$	932,864	$	158,535	$	(517,030	)	$	992,234
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Revolving credit facility	$	35,000	$	—	$	—	$	—		$	35,000
Current portion of capital lease obligations		—		28		—		—			28
Accounts payable		—		74,468		3,876		—			78,344
Accrued expenses		8,350		50,591		4,907		—			63,848
Total current liabilities		43,350		125,087		8,783		—			177,220
Long-term debt, less current portion		347,224		—		—		—			347,224
Capital lease obligations, less current portion		—		24		—		—			24
Deferred taxes		—		62,626		—		—			62,626
Other noncurrent liabilities		—		14,208		7,433		—			21,641
Long-term intercompany payables		—		412,844		64,792		(477,636	)		—
Total liabilities		390,574		614,789		81,008		(477,636	)		608,735
Total stockholder’s equity		27,291		318,075		77,527		(39,394	)		383,499
Total liabilities and stockholder’s equity	$	417,865	$	932,864	$	158,535	$	(517,030	)	$	992,234

Condensed Consolidating Statement of Comprehensive (Loss) Income

Fiscal Year Ended December 28, 2013

							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	767,289		$	51,102		$	(37,959	)	$	780,432
Cost of sales		—			502,960			46,086			(37,959	)		511,087
Gross profit		—			264,329			5,016			—			269,345
Selling, general and administrative expenses		56,011			166,148			13,597			—			235,756
Amortization of intangibles		—			7,881			—			—			7,881
(Loss) income from operations		(56,011	)		90,300			(8,581	)		—			25,708
Interest expense, net		40,250			2,370			60			—			42,680
Share of net income (loss) of subsidiaries under equity method		81,120			(8,811	)		—			(72,309	)		—
(Loss) income before income taxes		(15,141	)		79,119			(8,641	)		(72,309	)		(16,972	)
Income tax (benefit) expense		—			(2,001	)		170			—			(1,831	)
Net (loss) income		(15,141	)		81,120			(8,811	)		(72,309	)		(15,141	)
Other comprehensive (loss) income:
Foreign currency translation adjustment		—			—			(3,847	)		—			(3,847	)
Comprehensive (loss) income	$	(15,141	)	$	81,120		$	(12,658	)	$	(72,309	)	$	(18,988	)

Condensed Consolidating Statement of Comprehensive (Loss) Income

Fiscal Year Ended December 29, 2012

	Issuer			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	799,539	$	75,354	$	(47,741	)	$	827,152
Cost of sales		—			529,689		62,743		(47,741	)		544,691
Gross profit		—			269,850		12,611		—			282,461
Selling, general and administrative expenses		48,965			171,322		9,464		—			229,751
Amortization of intangibles		—			10,394		—		—			10,394
(Loss) income from operations		(48,965	)		88,134		3,147		—			42,316
Interest expense, net		40,064			2,524		46		—			42,634
Share of net income (loss) of subsidiaries under equity method		85,609			3,003		—		(88,612	)		—
(Loss) income before income taxes		(3,420	)		88,613		3,101		(88,612	)		(318	)
Income tax expense		—			3,004		98		—			3,102
Net (loss) income		(3,420	)		85,609		3,003		(88,612	)		(3,420	)
Other comprehensive (loss) income:
Foreign currency translation adjustment		—			—		631		—			631
Comprehensive (loss) income	$	(3,420	)	$	85,609	$	3,634	$	(88,612	)	$	(2,789	)

Condensed Consolidating Statement of Comprehensive Income

Fiscal Year Ended December 31, 2011

	Issuer			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	805,009	$	83,603		$	(53,702	)	$	834,910
Cost of sales		—			534,410		70,701			(53,702	)		551,409
Gross profit		—			270,599		12,902			—			283,501
Selling, general and administrative expenses		42,264			158,896		10,132			—			211,292
Amortization of intangibles		—			9,612		—			—			9,612
(Loss) income from operations		(42,264	)		102,091		2,770			—			62,597
Interest expense, net		40,797			2,060		15			—			42,872
Share of net income (loss) of subsidiaries under equity method		93,089			1,863		—			(94,952	)		—
Income (loss) before income taxes		10,028			101,894		2,755			(94,952	)		19,725
Income tax expense		—			8,805		892			—			9,697
Net income (loss)		10,028			93,089		1,863			(94,952	)		10,028
Other comprehensive income:
Foreign currency translation adjustment		—			—		(1,548	)		—			(1,548	)
Comprehensive income	$	10,028		$	93,089	$	315		$	(94,952	)	$	8,480

Condensed Consolidating Statement of Cash Flows

Fiscal Year Ended December 28, 2013


							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(15,141	)	$	81,120		$	(8,811	)	$	(72,309	)	$	(15,141	)
Non-cash adjustments		64,258			(98,508	)		3,116			72,309			41,175
Changes in operating assets and liabilities		4,721			33,934			14,539			—			53,194
Net cash provided by operating activities		53,838			16,546			8,844			—			79,228
Cash flows from investing activities:
Purchases of property, plant and equipment		(24,670	)		(8,329	)		(1,223	)		—			(34,222	)
Purchase of intellectual property		—			(8,662	)		—			—			(8,662	)
Net cash used in investing activities		(24,670	)		(16,991	)		(1,223	)		—			(42,884	)
Cash flows from financing activities:
Payments on capital lease obligations		—			(29	)		—			—			(29	)
Payments on revolving credit facility, net		(12,000	)		—			—			—			(12,000	)
Distribution to RBG		(17,276	)		—			—			—			(17,276	)
Net cash (used in) provided by financing activities		(29,276	)		(29	)		—			—			(29,305	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(4,193	)		—			(4,193	)
Net change in cash and cash equivalents		(108	)		(474	)		3,428			—			2,846
Cash and cash equivalents, beginning of year		1,664			9,244			29,944			—			40,852
Cash and cash equivalents, end of year	$	1,556		$	8,770		$	33,372		$	—		$	43,698

Condensed Consolidating Statement of Cash Flows

Fiscal Year Ended December 29, 2012

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(3,420	)	$	85,609		$	3,003		$	(88,612	)	$	(3,420	)
Non-cash adjustments		31,786			(87,851	)		8,419			88,612			40,966
Changes in operating assets and liabilities, net of effects from purchase of business		(3,128	)		19,211			(1,752	)		—			14,331
Net cash provided by operating activities		25,238			16,969			9,670			—			51,877
Cash flows from investing activities:
Purchase of property, plant and equipment		(10,886	)		(9,862	)		(1,421	)		—			(22,169	)
Purchase of intellectual property		—			(2,500	)		—			—			(2,500	)
Purchase of business, net of cash acquired		—			(1,150	)		—			—			(1,150	)
Net cash used in investing activities		(10,886	)		(13,512	)		(1,421	)		—			(25,819	)
Cash flows from financing activities:
Payments on capital lease obligations		—			(26	)		—			—			(26	)
Payments on revolving credit facility, net		(7,000	)		—			—			—			(7,000	)
Distribution to RBG		(8,385	)		—			—			—			(8,385	)
Net cash used in financing activities		(15,385	)		(26	)		—			—			(15,411	)
Effect of exchange rate changes on cash and cash equivalents		—			—			700			—			700
Net change in cash and cash equivalents		(1,033	)		3,431			8,949			—			11,347
Cash and cash equivalents, beginning of year		2,697			5,813			20,995			—			29,505
Cash and cash equivalents, end of year	$	1,664		$	9,244		$	29,944		$	—		$	40,852

Condensed Consolidating Statement of Cash Flows

Fiscal Year Ended December 31, 2011

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net income (loss)	$	10,028		$	93,089		$	1,863		$	(94,952	)	$	10,028
Non-cash adjustments		1,839			(53,904	)		930			94,952			43,817
Changes in operating assets and liabilities, net of effects from purchase of businesses		(733	)		(27,445	)		4,085			—			(24,093	)
Net cash provided by operating activities		11,134			11,740			6,878			—			29,752
Cash flows from investing activities:
Purchase of property, plant and equipment		(12,243	)		(11,077	)		(478	)		—			(23,798	)
Purchase of businesses, net of cash acquired		—			(1,875	)		—			—			(1,875	)
Net cash used in investing activities		(12,243	)		(12,952	)		(478	)		—			(25,673	)
Cash flows from financing activities:
Payments on capital lease obligations		—			(24	)		—			—			(24	)
Proceeds on revolving credit facility, net		3,107			—			—			—			3,107
Payments on debt issuance costs		(1,282	)		—			—			—			(1,282	)
Net cash used in financing activities		1,825			(24	)		—			—			1,801
Effect of exchange rate changes on cash and cash equivalents		—			—			(399	)		—			(399	)
Net change in cash and cash equivalents		716			(1,236	)		6,001			—			5,481
Cash and cash equivalents, beginning of year		1,981			7,049			14,994			—			24,024
Cash and cash equivalents, end of year	$	2,697		$	5,813		$	20,995		$	—		$	29,505