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Guarantor Financial Information | 6 Months Ended
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Jun. 29, 2013
Guarantor Financial Information [Abstract] |
Guarantor Financial Information | Guarantor Financial Information The Company's Notes (see Note 5) are guaranteed on an unsecured basis by the Company's 100% directly and indirectly owned subsidiaries Darling National, Griffin and its subsidiary Craig Protein (collectively, the "Guarantors"). The Guarantors fully and unconditionally guaranteed the Notes on a joint and several basis. The following financial statements present condensed consolidating financial data for (i) Darling, the issuer of the Notes, (ii) the combined Guarantors, (iii) the combined other subsidiaries of the Company that did not guarantee the Notes (the "Non-guarantors"), and (iv) eliminations necessary to arrive at the Company's consolidated financial statements, which include condensed consolidated balance sheets as of June 29, 2013 and December 29, 2012, and the condensed consolidating statements of operations, the condensed consolidating statements of comprehensive income and the condensed consolidating statements of cash flows for the three and six months ended June 29, 2013 and June 30, 2012. Condensed Consolidating Balance Sheet As of June 29, 2013 (in thousands)
| Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated
ASSETS |  |  |  |  |
Total current assets | $ | 211,664 |  | $ | 510,553 |  | $ | 2,479 |  | $ | (401,726 | ) | $ | 322,970 |
Investment in subsidiaries | 1,550,047 |  | — |  | — |  | (1,550,047 | ) | — |
Property, plant and equipment, net | 161,850 |  | 317,117 |  | — |  | — |  | 478,967 |
Intangible assets, net | 15,485 |  | 310,021 |  | 259 |  | — |  | 325,765 |
Goodwill | 21,860 |  | 359,243 |  | 266 |  | — |  | 381,369 |
Investment in unconsolidated subsidiary | — |  | — |  | 104,297 |  | — |  | 104,297 |
Other assets | 25,263 |  | 3,194 |  | — |  | — |  | 28,457 |
| $ | 1,986,169 |  | $ | 1,500,128 |  | $ | 107,301 |  | $ | (1,951,773 | ) | $ | 1,641,825 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |
Total current liabilities | $ | 478,593 |  | $ | 58,319 |  | $ | (1,205 | ) | $ | (401,726 | ) | $ | 133,981 |
Long-term debt, net of current portion | 250,000 |  | 99 |  | — |  | — |  | 250,099 |
Other noncurrent liabilities | 59,300 |  | — |  | 169 |  | — |  | 59,469 |
Deferred income taxes | 71,166 |  | — |  | — |  | — |  | 71,166 |
Total liabilities | 859,059 |  | 58,418 |  | (1,036 | ) | (401,726 | ) | 514,715 |
Total stockholders’ equity | 1,127,110 |  | 1,441,710 |  | 108,337 |  | (1,550,047 | ) | 1,127,110 |
| $ | 1,986,169 |  | $ | 1,500,128 |  | $ | 107,301 |  | $ | (1,951,773 | ) | $ | 1,641,825 |
Condensed Consolidating Balance Sheet As of December 29, 2012 (in thousands)
| Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated
ASSETS |  |  |  |  |
Total current assets | $ | 174,576 |  | $ | 455,604 |  | $ | 3,037 |  | $ | (342,955 | ) | $ | 290,262 |
Investment in subsidiaries | 1,449,577 |  | — |  | — |  | (1,449,577 | ) | — |
Property, plant and equipment, net | 148,131 |  | 305,796 |  | — |  | — |  | 453,927 |
Intangible assets, net | 14,497 |  | 322,634 |  | 271 |  | — |  | 337,402 |
Goodwill | 21,860 |  | 359,243 |  | 266 |  | — |  | 381,369 |
Investment in unconsolidated subsidiary | — |  | — |  | 62,495 |  | — |  | 62,495 |
Other assets | 26,530 |  | 431 |  | — |  | — |  | 26,961 |
| $ | 1,835,171 |  | $ | 1,443,708 |  | $ | 66,069 |  | $ | (1,792,532 | ) | $ | 1,552,416 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |
Total current liabilities | $ | 414,755 |  | $ | 59,218 |  | $ | 666 |  | $ | (342,955 | ) | $ | 131,684 |
Long-term debt, net of current portion | 250,000 |  | 142 |  | — |  | — |  | 250,142 |
Other noncurrent liabilities | 61,365 |  | — |  | 174 |  | — |  | 61,539 |
Deferred income taxes | 46,615 |  | — |  | — |  | — |  | 46,615 |
Total liabilities | 772,735 |  | 59,360 |  | 840 |  | (342,955 | ) | 489,980 |
Total stockholders’ equity | 1,062,436 |  | 1,384,348 |  | 65,229 |  | (1,449,577 | ) | 1,062,436 |
| $ | 1,835,171 |  | $ | 1,443,708 |  | $ | 66,069 |  | $ | (1,792,532 | ) | $ | 1,552,416 |
Condensed Consolidating Statements of Operations For the three months ended June 29, 2013 (in thousands)
| Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated
Net sales | $ | 159,392 |  | $ | 309,689 |  | $ | 1,761 |  | $ | (47,249 | ) | $ | 423,593 |
Cost and expenses: |  |  |  |  |
Cost of sales and operating expenses | 124,146 |  | 231,381 |  | 1,644 |  | (47,249 | ) | 309,922 |
Selling, general and administrative expenses | 22,106 |  | 18,674 |  | 13 |  | — |  | 40,793 |
Depreciation and amortization | 5,817 |  | 16,253 |  | 6 |  | — |  | 22,076 |
Total costs and expenses | 152,069 |  | 266,308 |  | 1,663 |  | (47,249 | ) | 372,791 |
Operating income | 7,323 |  | 43,381 |  | 98 |  | — |  | 50,802 |
Interest expense | (5,666 | ) | (3 | ) | — |  | — |  | (5,669 | )
Other, net | (612 | ) | 212 |  | (18 | ) | — |  | (418 | )
Equity in net loss of unconsolidated subsidiary | — |  | — |  | (1,962 | ) | — |  | (1,962 | )
Earnings in investments in subsidiaries | 25,767 |  | — |  | — |  | (25,767 | ) | — |
Income/(loss) before taxes | 26,812 |  | 43,590 |  | (1,882 | ) | (25,767 | ) | 42,753 |
Income taxes (benefit) | 394 |  | 16,663 |  | (722 | ) | — |  | 16,335 |
Net income (loss) | $ | 26,418 |  | $ | 26,927 |  | $ | (1,160 | ) | $ | (25,767 | ) | $ | 26,418 |
Condensed Consolidating Statements of Operations For the six months ended June 29, 2013 (in thousands)
| Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated
Net sales | $ | 321,264 |  | $ | 629,100 |  | $ | 5,895 |  | $ | (87,244 | ) | $ | 869,015 |
Cost and expenses: |  |  |  |  |
Cost of sales and operating expenses | 248,250 |  | 465,902 |  | 5,700 |  | (87,244 | ) | 632,608 |
Selling, general and administrative expenses | 44,673 |  | 38,360 |  | 53 |  | — |  | 83,086 |
Depreciation and amortization | 11,955 |  | 31,976 |  | 12 |  | — |  | 43,943 |
Total costs and expenses | 304,878 |  | 536,238 |  | 5,765 |  | (87,244 | ) | 759,637 |
Operating income | 16,386 |  | 92,862 |  | 130 |  | — |  | 109,378 |
Interest expense | (11,287 | ) | (7 | ) | — |  | — |  | (11,294 | )
Other, net | 326 |  | 347 |  | (24 | ) | — |  | 649 |
Equity in net loss of unconsolidated subsidiary | — |  | — |  | (3,157 | ) | — |  | (3,157 | )
Earnings in investments in subsidiaries | 55,485 |  | — |  | — |  | (55,485 | ) | — |
Income/(loss) from operations before taxes | 60,910 |  | 93,202 |  | (3,051 | ) | (55,485 | ) | 95,576 |
Income taxes (benefit) | 2,087 |  | 35,840 |  | (1,174 | ) | — |  | 36,753 |
Net income (loss) | $ | 58,823 |  | $ | 57,362 |  | $ | (1,877 | ) | $ | (55,485 | ) | $ | 58,823 |
Condensed Consolidating Statements of Operations For the three months ended June 30, 2012 (in thousands)
| Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated
Net sales | $ | 184,570 |  | $ | 300,190 |  | $ | 3,721 |  | $ | (51,807 | ) | $ | 436,674 |
Cost and expenses: |  |  |  |  |
Cost of sales and operating expenses | 142,905 |  | 219,470 |  | 3,570 |  | (51,807 | ) | 314,138 |
Selling, general and administrative expenses | 18,927 |  | 17,933 |  | 34 |  | — |  | 36,894 |
Depreciation and amortization | 5,816 |  | 15,853 |  | 5 |  | — |  | 21,674 |
Total costs and expenses | 167,648 |  | 253,256 |  | 3,609 |  | (51,807 | ) | 372,706 |
Operating income | 16,922 |  | 46,934 |  | 112 |  | — |  | 63,968 |
Interest expense | (5,752 | ) | (1 | ) | — |  | — |  | (5,753 | )
Other, net | (588 | ) | 878 |  | (20 | ) | — |  | 270 |
Equity in net loss of unconsolidated subsidiary | — |  | — |  | (656 | ) | — |  | (656 | )
Earnings in investments in subsidiaries | 29,519 |  | — |  | — |  | (29,519 | ) | — |
Income/(loss) before taxes | 40,101 |  | 47,811 |  | (564 | ) | (29,519 | ) | 57,829 |
Income taxes | 3,876 |  | 17,938 |  | (210 | ) | — |  | 21,604 |
Net income (loss) | $ | 36,225 |  | $ | 29,873 |  | $ | (354 | ) | $ | (29,519 | ) | $ | 36,225 |
Condensed Consolidating Statements of Operations For the six months ended June 30, 2012 (in thousands)
| Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated
Net sales | $ | 337,558 |  | $ | 573,699 |  | $ | 6,275 |  | $ | (93,750 | ) | $ | 823,782 |
Cost and expenses: |  |  |  |  |
Cost of sales and operating expenses | 264,002 |  | 414,283 |  | 6,072 |  | (93,750 | ) | 590,607 |
Selling, general and administrative expenses | 39,712 |  | 34,478 |  | 73 |  | — |  | 74,263 |
Depreciation and amortization | 12,112 |  | 30,311 |  | 11 |  | — |  | 42,434 |
Total costs and expenses | 315,826 |  | 479,072 |  | 6,156 |  | (93,750 | ) | 707,304 |
Operating income | 21,732 |  | 94,627 |  | 119 |  | — |  | 116,478 |
Interest expense | (12,677 | ) | (1 | ) | — |  | — |  | (12,678 | )
Other, net | (1,230 | ) | 905 |  | (13 | ) | — |  | (338 | )
Equity in net loss of unconsolidated subsidiary | — |  | — |  | (892 | ) | — |  | (892 | )
Earnings in investments in subsidiaries | 59,851 |  | — |  | — |  | (59,851 | ) | — |
Income/(loss) from operations before taxes | 67,676 |  | 95,531 |  | (786 | ) | (59,851 | ) | 102,570 |
Income taxes (benefit) | 2,880 |  | 35,184 |  | (290 | ) | — |  | 37,774 |
Net income (loss) | $ | 64,796 |  | $ | 60,347 |  | $ | (496 | ) | $ | (59,851 | ) | $ | 64,796 |
Condensed Consolidating Statements of Comprehensive Income (Loss) For the three months ended June 29, 2013 (in thousands)
| Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated
Net income | $ | 26,418 |  | $ | 26,927 |  | $ | (1,160 | ) | $ | (25,767 | ) | $ | 26,418 |
Other comprehensive income (loss), net of tax: |  |  |  |  |
Pension adjustments | 805 |  | — |  | — |  | — |  | 805 |
Natural gas swap derivative adjustments | (209 | ) | — |  | — |  | — |  | (209 | )
Corn option derivative adjustments | 358 |  | — |  | — |  | — |  | 358 |
Total other comprehensive income, net of tax | 954 |  | — |  | — |  | — |  | 954 |
Total comprehensive income (loss) | $ | 27,372 |  | $ | 26,927 |  | $ | (1,160 | ) | $ | (25,767 | ) | $ | 27,372 |
Condensed Consolidating Statements of Comprehensive Income (Loss) For the six months ended June 29, 2013 (in thousands)
| Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated
Net income | $ | 58,823 |  | $ | 57,362 |  | $ | (1,877 | ) | $ | (55,485 | ) | $ | 58,823 |
Other comprehensive income (loss), net of tax: |  |  |  |  |
Pension adjustments | 1,610 |  | — |  | — |  | — |  | 1,610 |
Natural gas swap derivative adjustments | (61 | ) | — |  | — |  | — |  | (61 | )
Corn option derivative adjustments | 1,307 |  | — |  | — |  | — |  | 1,307 |
Total other comprehensive income | 2,856 |  | — |  | — |  | — |  | 2,856 |
Total comprehensive income (loss) | $ | 61,679 |  | $ | 57,362 |  | $ | (1,877 | ) | $ | (55,485 | ) | $ | 61,679 |
Condensed Consolidating Statements of Comprehensive Income (Loss) For the three months ended June 30, 2012 (in thousands)
| Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated
Net income | $ | 36,225 |  | $ | 29,873 |  | $ | (354 | ) | $ | (29,519 | ) | $ | 36,225 |
Other comprehensive income (loss), net of tax: |  |  |  |  |
Pension adjustments | 742 |  | — |  | — |  | — |  | 742 |
Natural gas swap derivative adjustments | 314 |  | — |  | — |  | — |  | 314 |
Interest rate swap derivative adjustment | 17 |  | — |  | — |  | — |  | 17 |
Total other comprehensive income, net of tax | 1,073 |  | — |  | — |  | — |  | 1,073 |
Total comprehensive income (loss) | $ | 37,298 |  | $ | 29,873 |  | $ | (354 | ) | $ | (29,519 | ) | $ | 37,298 |
Condensed Consolidating Statements of Comprehensive Income (Loss) For the six months ended June 30, 2012 (in thousands)
| Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated
Net income | $ | 64,796 |  | $ | 60,347 |  | $ | (496 | ) | $ | (59,851 | ) | $ | 64,796 |
Other comprehensive income (loss), net of tax: |  |  |  |  |
Pension adjustments | 1,484 |  | — |  | — |  | — |  | 1,484 |
Natural gas swap derivative adjustments | 321 |  | — |  | — |  | — |  | 321 |
Interest rate swap derivative adjustment | 159 |  | — |  | — |  | — |  | 159 |
Total other comprehensive income | 1,964 |  | — |  | — |  | — |  | 1,964 |
Total comprehensive income (loss) | $ | 66,760 |  | $ | 60,347 |  | $ | (496 | ) | $ | (59,851 | ) | $ | 66,760 |
Condensed Consolidating Statements of Cash Flows For the six months ended June 29, 2013 (in thousands)
| Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated
Cash flows from operating activities: |  |  |  |  |
Net income | $ | 58,823 |  | $ | 57,362 |  | $ | (1,877 | ) | $ | (55,485 | ) | $ | 58,823 |
Earnings in investments in subsidiaries | (55,485 | ) | — |  | — |  | 55,485 |  | — |
Other operating cash flows | 98,273 |  | (29,858 | ) | 1,942 |  | — |  | 70,357 |
Net cash provided by operating activities | 101,611 |  | 27,504 |  | 65 |  | — |  | 129,180 |
Cash flows from investing activities: |  |  |  |  |
Capital expenditures | (24,344 | ) | (30,345 | ) | — |  | — |  | (54,689 | )
Investment in subsidiaries and affiliates | (44,985 | ) | — |  | (44,959 | ) | 44,985 |  | (44,959 | )
Gross proceeds from sale of property, plant and equipment and other assets | 744 |  | 548 |  | — |  | — |  | 1,292 |
Proceeds from insurance settlements | 1,531 |  | 450 |  | — |  | — |  | 1,981 |
Payments related to routes and other intangibles | (649 | ) | — |  | — |  | — |  | (649 | )
Net cash used in investing activities | (67,703 | ) | (29,347 | ) | (44,959 | ) | 44,985 |  | (97,024 | )
Cash flows from financing activities: |  |  |  |  |
Payments on long-term debt | — |  | (40 | ) | — |  | — |  | (40 | )
Issuances of common stock | 32 |  | — |  | — |  | — |  | 32 |
Contributions from parent | — |  | — |  | 44,985 |  | (44,985 | ) | — |
Minimum withholding taxes paid on stock awards | (2,529 | ) | — |  | — |  | — |  | (2,529 | )
Excess tax benefits from stock-based compensation | 703 |  | — |  | — |  | — |  | 703 |
Net cash used in financing activities | (1,794 | ) | (40 | ) | 44,985 |  | (44,985 | ) | (1,834 | )
Net increase/(decrease) in cash and cash equivalents | 32,114 |  | (1,883 | ) | 91 |  | — |  | 30,322 |
Cash and cash equivalents at beginning of year | 96,945 |  | 5,577 |  | 727 |  | — |  | 103,249 |
Cash and cash equivalents at end of year | $ | 129,059 |  | $ | 3,694 |  | $ | 818 |  | $ | — |  | $ | 133,571 |
Condensed Consolidating Statements of Cash Flows For the six months ended June 30, 2012 (in thousands)
| Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated
Cash flows from operating activities: |  |  |  |  |
Net income | $ | 64,796 |  | $ | 60,347 |  | $ | (496 | ) | $ | (59,851 | ) | $ | 64,796 |
Earnings in investments in subsidiaries | (59,851 | ) | — |  | — |  | 59,851 |  | — |
Other operating cash flows | 108,858 |  | (30,770 | ) | (924 | ) | — |  | 77,164 |
Net cash provided by operating activities | 113,803 |  | 29,577 |  | (1,420 | ) | — |  | 141,960 |
Cash flows from investing activities: |  |  |  |  |
Capital expenditures | (23,682 | ) | (29,814 | ) | — |  | — |  | (53,496 | )
Acquisitions | (2,000 | ) | — |  | — |  | — |  | (2,000 | )
Investment in subsidiaries and affiliates | (25,542 | ) | — |  | (25,518 | ) | 25,542 |  | (25,518 | )
Gross proceeds from sale of property, plant and equipment and other assets | 1,214 |  | 1,302 |  | — |  | — |  | 2,516 |
Proceeds from insurance settlements | — |  | 900 |  | — |  | — |  | 900 |
Net cash used in investing activities | (50,010 | ) | (27,612 | ) | (25,518 | ) | 25,542 |  | (77,598 | )
Cash flows from financing activities: |  |  |  |  |
Payments on long-term debt | (30,000 | ) | (5 | ) | — |  | — |  | (30,005 | )
Issuances of common stock | 64 |  | — |  | — |  | — |  | 64 |
Contributions from parent | — |  | — |  | 25,542 |  | (25,542 | ) | — |
Minimum withholding taxes paid on stock awards | (2,214 | ) | — |  | — |  | — |  | (2,214 | )
Excess tax benefits from stock-based compensation | 1,111 |  | — |  | — |  | — |  | 1,111 |
Net cash used in financing activities | (31,039 | ) | (5 | ) | 25,542 |  | (25,542 | ) | (31,044 | )
Net increase/(decrease) in cash and cash equivalents | 32,754 |  | 1,960 |  | (1,396 | ) | — |  | 33,318 |
Cash and cash equivalents at beginning of year | 35,207 |  | 1,773 |  | 1,956 |  | — |  | 38,936 |
Cash and cash equivalents at end of year | $ | 67,961 |  | $ | 3,733 |  | $ | 560 |  | $ | — |  | $ | 72,254 |

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