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Guarantor Financial Information | 3 Months Ended
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Apr. 01, 2017
Guarantor Financial Information [Abstract] |
Guarantor Financial Information | Guarantor Financial Information The Company's 5.375% Notes and 4.75% Notes (see Note 7) are guaranteed on a senior unsecured basis by the following Notes Guarantors, each of which is a 100% directly or indirectly owned subsidiary of Darling and which constitute all of Darling's existing restricted subsidiaries that are Credit Agreement Guarantors (other than Darling's foreign subsidiaries, Darling Global Finance B.V., which issued the 4.75% Notes and is discussed further below, or any receivables entity): Darling National, Griffin and its subsidiary Craig Protein, Darling AWS LLC, Terra Holding Company, Darling Global Holdings Inc., Darling Northstar LLC, TRS, EV Acquisition, Inc., Rousselot Inc., Rousselot Dubuque Inc., Sonac USA LLC and Rousselot Peabody Inc. In addition, the 4.75% Notes, which were issued by Darling Global Finance B.V., a wholly-owned indirect subsidiary of Darling, are guaranteed on a senior unsecured basis by Darling. The Notes Guarantors, and Darling in the case of the 4.75% Notes, fully and unconditionally guaranteed the 5.375% Notes and 4.75% Notes on a joint and several basis. The following financial statements present condensed consolidating financial data for (i) Darling, (ii) the combined Notes Guarantors, (iii) the combined other subsidiaries of the Company that did not guarantee the 5.375% Notes or the 4.75% 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 April 1, 2017 and December 31, 2016, 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 months ended April 1, 2017 and April 2, 2016. Separate financial information is not presented for Darling Global Finance B.V. since it was formed as a special purpose finance subsidiary for the purpose of issuing the 4.75% Notes and therefore does not have any substantial operations or assets. Condensed Consolidating Balance Sheet As of April 1, 2017 (in thousands)
| Parent | Guarantors | Non-guarantors | Eliminations | Consolidated
ASSETS |  |  |  |  |
Cash and cash equivalents | $ | 1,492 |  | $ | 2,548 |  | $ | 134,840 |  | $ | — |  | $ | 138,880 |
Restricted cash | 103 |  | — |  | 179 |  | — |  | 282 |
Accounts receivable | 37,683 |  | 132,374 |  | 374,206 |  | (154,399 | ) | 389,864 |
Inventories | 15,485 |  | 86,262 |  | 240,367 |  | — |  | 342,114 |
Income taxes refundable | 3,035 |  | — |  | 3,943 |  | — |  | 6,978 |
Prepaid expenses | 12,066 |  | 2,210 |  | 18,576 |  | — |  | 32,852 |
Other current assets | 4,861 |  | 2,568 |  | 10,060 |  | (1,158 | ) | 16,331 |
Total current assets | 74,725 |  | 225,962 |  | 782,171 |  | (155,557 | ) | 927,301 |
Investment in subsidiaries | 4,334,518 |  | 1,154,398 |  | 909,263 |  | (6,398,179 | ) | — |
Property, plant and equipment, net | 240,775 |  | 497,348 |  | 794,460 |  | — |  | 1,532,583 |
Intangible assets, net | 12,935 |  | 283,060 |  | 401,825 |  | — |  | 697,820 |
Goodwill | 21,860 |  | 549,956 |  | 661,455 |  | — |  | 1,233,271 |
Investment in unconsolidated subsidiaries | 3,315 |  | — |  | 267,606 |  | — |  | 270,921 |
Other assets | 34,987 |  | 396,174 |  | 161,982 |  | (551,005 | ) | 42,138 |
Deferred taxes | — |  | — |  | 15,627 |  | — |  | 15,627 |
| $ | 4,723,115 |  | $ | 3,106,898 |  | $ | 3,994,389 |  | $ | (7,104,741 | ) | $ | 4,719,661 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |
Current portion of long-term debt | $ | 5,712 |  | $ | — |  | $ | 20,411 |  | $ | (1,158 | ) | $ | 24,965 |
Accounts payable | 174,121 |  | 22,212 |  | 134,387 |  | (149,281 | ) | 181,439 |
Income taxes payable | 2,140 |  | 373 |  | 9,553 |  | — |  | 12,066 |
Accrued expenses | 64,391 |  | 26,697 |  | 147,354 |  | (5,118 | ) | 233,324 |
Total current liabilities | 246,364 |  | 49,282 |  | 311,705 |  | (155,557 | ) | 451,794 |
Long-term debt, net of current portion | 1,107,240 |  | — |  | 1,171,260 |  | (551,004 | ) | 1,727,496 |
Other noncurrent liabilities | 62,795 |  | — |  | 32,925 |  | — |  | 95,720 |
Deferred income taxes | 135,404 |  | — |  | 205,410 |  | — |  | 340,814 |
Total liabilities | 1,551,803 |  | 49,282 |  | 1,721,300 |  | (706,561 | ) | 2,615,824 |
Total stockholders’ equity | 3,171,312 |  | 3,057,616 |  | 2,273,089 |  | (6,398,180 | ) | 2,103,837 |
| $ | 4,723,115 |  | $ | 3,106,898 |  | $ | 3,994,389 |  | $ | (7,104,741 | ) | $ | 4,719,661 |
Condensed Consolidating Balance Sheet As of December 31, 2016 (in thousands)
| Parent | Guarantors | Non-guarantors | Eliminations | Consolidated
ASSETS |  |  |  |  |
Cash and cash equivalents | $ | 1,470 |  | $ | 5,754 |  | $ | 107,340 |  | $ | — |  | $ | 114,564 |
Restricted cash | 103 |  | — |  | 190 |  | — |  | 293 |
Accounts receivable | 39,209 |  | 97,220 |  | 339,251 |  | (87,283 | ) | 388,397 |
Inventories | 16,573 |  | 85,890 |  | 228,352 |  | — |  | 330,815 |
Income taxes refundable | 3,566 |  | — |  | 3,913 |  | — |  | 7,479 |
Prepaid expenses | 11,152 |  | 2,769 |  | 16,063 |  | — |  | 29,984 |
Other current assets | 5,859 |  | 3,165 |  | 19,221 |  | (6,475 | ) | 21,770 |
Total current assets | 77,932 |  | 194,798 |  | 714,330 |  | (93,758 | ) | 893,302 |
Investment in subsidiaries | 4,296,200 |  | 1,154,398 |  | 909,263 |  | (6,359,861 | ) | — |
Property, plant and equipment, net | 233,456 |  | 497,312 |  | 784,807 |  | — |  | 1,515,575 |
Intangible assets, net | 13,746 |  | 291,724 |  | 406,457 |  | — |  | 711,927 |
Goodwill | 21,860 |  | 549,960 |  | 654,073 |  | — |  | 1,225,893 |
Investment in unconsolidated subsidiary | 1,438 |  | — |  | 291,279 |  | — |  | 292,717 |
Other assets | 36,063 |  | 396,222 |  | 160,505 |  | (549,177 | ) | 43,613 |
Deferred income taxes | — |  | — |  | 14,990 |  | — |  | 14,990 |
| $ | 4,680,695 |  | $ | 3,084,414 |  | $ | 3,935,704 |  | $ | (7,002,796 | ) | $ | 4,698,017 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |
Current portion of long-term debt | $ | 4,220 |  | $ | — |  | $ | 25,502 |  | $ | (6,475 | ) | $ | 23,247 |
Accounts payable | 116,075 |  | 18,142 |  | 130,718 |  | (84,040 | ) | 180,895 |
Income taxes payable | (383 | ) | 373 |  | 4,923 |  | — |  | 4,913 |
Accrued expenses | 86,581 |  | 33,834 |  | 125,624 |  | (3,243 | ) | 242,796 |
Total current liabilities | 206,493 |  | 52,349 |  | 286,767 |  | (93,758 | ) | 451,851 |
Long-term debt, net of current portion | 1,109,523 |  | — |  | 1,167,349 |  | (549,176 | ) | 1,727,696 |
Other noncurrent liabilities | 63,072 |  | — |  | 33,042 |  | — |  | 96,114 |
Deferred income taxes | 140,543 |  | — |  | 205,591 |  | — |  | 346,134 |
Total liabilities | 1,519,631 |  | 52,349 |  | 1,692,749 |  | (642,934 | ) | 2,621,795 |
Total stockholders’ equity | 3,161,064 |  | 3,032,065 |  | 2,242,955 |  | (6,359,862 | ) | 2,076,222 |
| $ | 4,680,695 |  | $ | 3,084,414 |  | $ | 3,935,704 |  | $ | (7,002,796 | ) | $ | 4,698,017 |
Condensed Consolidating Statements of Operations For the three months ended April 1, 2017 (in thousands)
| Parent | Guarantors | Non-guarantors | Eliminations | Consolidated
Net sales | $ | 136,157 |  | $ | 360,184 |  | $ | 441,350 |  | $ | (57,619 | ) | $ | 880,072 |
Cost and expenses: |  |  |  |  |
Cost of sales and operating expenses | 109,663 |  | 292,771 |  | 344,812 |  | (57,619 | ) | 689,627 |
Selling, general and administrative expenses | 39,816 |  | 14,177 |  | 33,924 |  | — |  | 87,917 |
Acquisition and integration costs | — |  | — |  | — |  | — |  | — |
Depreciation and amortization | 10,285 |  | 25,436 |  | 35,393 |  | — |  | 71,114 |
Total costs and expenses | 159,764 |  | 332,384 |  | 414,129 |  | (57,619 | ) | 848,658 |
Operating income/(loss) | (23,607 | ) | 27,800 |  | 27,221 |  | — |  | 31,414 |
Interest expense | (13,586 | ) | 4,023 |  | (12,117 | ) | — |  | (21,680 | )
Foreign currency gains/(losses) | (6 | ) | (25 | ) | (233 | ) | — |  | (264 | )
Other expense, net | (2,901 | ) | 32 |  | 1,909 |  | — |  | (960 | )
Equity in net income/(loss) of unconsolidated subsidiaries | (373 | ) | — |  | 1,079 |  | — |  | 706 |
Earnings in investments in subsidiaries | 38,318 |  | — |  | — |  | (38,318 | ) | — |
Income/(loss) before taxes | (2,155 | ) | 31,830 |  | 17,859 |  | (38,318 | ) | 9,216 |
Income taxes (benefit) | (7,984 | ) | 6,279 |  | 3,523 |  | — |  | 1,818 |
Net income attributable to noncontrolling interests | — |  | — |  | (1,569 | ) | — |  | (1,569 | )
Net income/(loss) attributable to Darling | $ | 5,829 |  | $ | 25,551 |  | $ | 12,767 |  | $ | (38,318 | ) | $ | 5,829 |
Condensed Consolidating Statements of Operations For the three months ended April 2, 2016 (in thousands)
| Parent | Guarantors | Non-guarantors | Eliminations | Consolidated
Net sales | $ | 108,371 |  | $ | 303,765 |  | $ | 411,037 |  | $ | (43,532 | ) | $ | 779,641 |
Cost and expenses: |  |  |  |  |
Cost of sales and operating expenses | 89,483 |  | 236,336 |  | 316,606 |  | (43,532 | ) | 598,893 |
Selling, general and administrative expenses | 35,893 |  | 13,136 |  | 32,440 |  | — |  | 81,469 |
Acquisition and integration costs | — |  | — |  | 331 |  | — |  | 331 |
Depreciation and amortization | 11,425 |  | 26,808 |  | 34,023 |  | — |  | 72,256 |
Total costs and expenses | 136,801 |  | 276,280 |  | 383,400 |  | (43,532 | ) | 752,949 |
Operating income/(loss) | (28,430 | ) | 27,485 |  | 27,637 |  | — |  | 26,692 |
Interest expense | (15,522 | ) | 4,377 |  | (12,756 | ) | — |  | (23,901 | )
Foreign currency gains/(losses) | (31 | ) | 165 |  | (2,737 | ) | — |  | (2,603 | )
Other expense, net | (3,325 | ) | (5 | ) | 2,025 |  | — |  | (1,305 | )
Equity in net loss of unconsolidated subsidiaries | (97 | ) | — |  | 5,740 |  | — |  | 5,643 |
Earnings in investments in subsidiaries | 28,971 |  | — |  | — |  | (28,971 | ) | — |
Income/(loss) before taxes | (18,434 | ) | 32,022 |  | 19,909 |  | (28,971 | ) | 4,526 |
Income taxes (benefit) | (19,513 | ) | 13,181 |  | 8,195 |  | — |  | 1,863 |
Net income attributable to noncontrolling interests | — |  | — |  | (1,584 | ) | — |  | (1,584 | )
Net income/(loss) attributable to Darling | $ | 1,079 |  | $ | 18,841 |  | $ | 10,130 |  | $ | (28,971 | ) | $ | 1,079 |
Condensed Consolidating Statements of Comprehensive Income/(Loss) For the three months ended April 1, 2017 (in thousands)
| Parent | Guarantors | Non-guarantors | Eliminations | Consolidated
Net income/(loss) | $ | 7,398 |  | $ | 25,551 |  | $ | 12,767 |  | $ | (38,318 | ) | $ | 7,398 |
Other comprehensive income/(loss), net of tax: |  |  |  |  |
Foreign currency translation | — |  | — |  | 15,679 |  | — |  | 15,679 |
Pension adjustments | 641 |  | — |  | 118 |  | — |  | 759 |
Corn option derivative adjustments | (1,102 | ) | — |  | — |  | — |  | (1,102 | )
Total other comprehensive income/(loss), net of tax | (461 | ) | — |  | 15,797 |  | — |  | 15,336 |
Total comprehensive income/(loss) | 6,937 |  | 25,551 |  | 28,564 |  | (38,318 | ) | 22,734 |
Total comprehensive income attributable to noncontrolling interest | — |  | — |  | 1,247 |  | — |  | 1,247 |
Total comprehensive income/(loss) attributable to Darling | $ | 6,937 |  | $ | 25,551 |  | $ | 27,317 |  | $ | (38,318 | ) | $ | 21,487 |
Condensed Consolidating Statements of Comprehensive Income/(Loss) For the three months ended April 2, 2016 (in thousands)
| Parent | Guarantors | Non-guarantors | Eliminations | Consolidated
Net income/(loss) | $ | 2,663 |  | $ | 18,841 |  | $ | 10,130 |  | $ | (28,971 | ) | $ | 2,663 |
Other comprehensive income/(loss), net of tax: |  |  |  |  |
Foreign currency translation | — |  | — |  | 57,531 |  | — |  | 57,531 |
Pension adjustments | 658 |  | — |  | 68 |  | — |  | 726 |
Corn option derivative adjustments | (706 | ) | — |  | — |  | — |  | (706 | )
Total other comprehensive income/(loss), net of tax | (48 | ) | — |  | 57,599 |  | — |  | 57,551 |
Total comprehensive income/(loss) | 2,615 |  | 18,841 |  | 67,729 |  | (28,971 | ) | 60,214 |
Total comprehensive income attributable to noncontrolling interest | — |  | — |  | (420 | ) | — |  | (420 | )
Total comprehensive income/(loss) attributable to Darling | $ | 2,615 |  | $ | 18,841 |  | $ | 68,149 |  | $ | (28,971 | ) | $ | 60,634 |
Condensed Consolidating Statements of Cash Flows For the three months ended April 1, 2017 (in thousands)
| Parent | Guarantors | Non-guarantors | Eliminations | Consolidated
Cash flows from operating activities: |  |  |  |  |
Net income/(loss) | $ | 7,398 |  | $ | 25,551 |  | $ | 12,767 |  | $ | (38,318 | ) | $ | 7,398 |
Earnings in investments in subsidiaries | (38,318 | ) | — |  | — |  | 38,318 |  | — |
Other operating cash flows | 56,236 |  | (9,676 | ) | 40,511 |  | — |  | 87,071 |
Net cash provided by operating activities | 25,316 |  | 15,875 |  | 53,278 |  | — |  | 94,469 |
Cash flows from investing activities: |  |  |  |  |
Capital expenditures | (18,732 | ) | (19,689 | ) | (23,871 | ) | — |  | (62,292 | )
Investment in subsidiaries and affiliates | (2,250 | ) | — |  | — |  | — |  | (2,250 | )
Gross proceeds from sale of property, plant and equipment and other assets | 304 |  | 608 |  | 428 |  | — |  | 1,340 |
Proceeds from insurance settlements | — |  | — |  | 3,301 |  | — |  | 3,301 |
Net cash used in investing activities | (20,678 | ) | (19,081 | ) | (20,142 | ) | — |  | (59,901 | )
Cash flows from financing activities: |  |  |  |  |
Proceeds for long-term debt | — |  | — |  | 8,649 |  | — |  | 8,649 |
Payments on long-term debt | (1,522 | ) | — |  | (7,743 | ) | — |  | (9,265 | )
Borrowings from revolving facilities | 47,000 |  | — |  | — |  | — |  | 47,000 |
Payments on revolving facilities | (47,000 | ) | — |  | (5,327 | ) | — |  | (52,327 | )
Net cash overdraft financing | — |  | — |  | (1,077 | ) | — |  | (1,077 | )
Deferred loan costs | (1,135 | ) | — |  | — |  | — |  | (1,135 | )
Issuances of common stock | 22 |  | — |  | — |  | — |  | 22 |
Minimum withholding taxes paid on stock awards | (1,981 | ) | — |  | (14 | ) | — |  | (1,995 | )
Distributions to noncontrolling interests | — |  | — |  | (433 | ) | — |  | (433 | )
Net cash used in financing activities | (4,616 | ) | — |  | (5,945 | ) | — |  | (10,561 | )
Effect of exchange rate changes on cash | — |  | — |  | 309 |  | — |  | 309 |
Net increase/(decrease) in cash and cash equivalents | 22 |  | (3,206 | ) | 27,500 |  | — |  | 24,316 |
Cash and cash equivalents at beginning of year | 1,470 |  | 5,754 |  | 107,340 |  | — |  | 114,564 |
Cash and cash equivalents at end of year | $ | 1,492 |  | $ | 2,548 |  | $ | 134,840 |  | $ | — |  | $ | 138,880 |
Condensed Consolidating Statements of Cash Flows For the three months ended April 2, 2016 (in thousands)
| Parent | Guarantors | Non-guarantors | Eliminations | Consolidated
Cash flows from operating activities: |  |  |  |  |
Net income/(loss) | $ | 2,663 |  | $ | 18,841 |  | $ | 10,130 |  | $ | (28,971 | ) | $ | 2,663 |
Earnings in investments in subsidiaries | (28,971 | ) | — |  | — |  | 28,971 |  | — |
Other operating cash flows | 34,573 |  | (4,953 | ) | 12,760 |  | — |  | 42,380 |
Net cash provided by operating activities | 8,265 |  | 13,888 |  | 22,890 |  | — |  | 45,043 |
Cash flows from investing activities: |  |  |  |  |
Capital expenditures | (11,065 | ) | (21,764 | ) | (20,546 | ) | — |  | (53,375 | )
Acquisitions | — |  | — |  | (8,511 | ) | — |  | (8,511 | )
Note receivable from affiliates | — |  | — |  | (5,963 | ) | 5,963 |  | — |
Gross proceeds from sale of property, plant and equipment and other assets | 945 |  | — |  | 479 |  | — |  | 1,424 |
Proceeds from insurance settlements | — |  | — |  | 1,181 |  | — |  | 1,181 |
Net cash used in investing activities | (10,120 | ) | (21,764 | ) | (33,360 | ) | 5,963 |  | (59,281 | )
Cash flows from financing activities: |  |  |  |  |
Proceeds for long-term debt | — |  | — |  | 8,760 |  | — |  | 8,760 |
Payments on long-term debt | (5,291 | ) | — |  | (10,916 | ) | — |  | (16,207 | )
Borrowings from revolving credit facility | 33,000 |  | — |  | — |  | — |  | 33,000 |
Payments on revolving credit facility | (21,000 | ) | — |  | — |  | — |  | (21,000 | )
Borrowings from affiliates | — |  | 5,963 |  | — |  | (5,963 | ) | — |
Issuances of common stock | 45 |  | — |  | — |  | — |  | 45 |
Repurchase of treasury stock | (5,000 | ) | — |  | — |  | — |  | (5,000 | )
Minimum withholding taxes paid on stock awards | (1,663 | ) | — |  | (125 | ) | — |  | (1,788 | )
Excess tax benefits from stock-based compensation | (446 | ) | — |  | — |  | — |  | (446 | )
Net cash used in financing activities | (355 | ) | 5,963 |  | (2,281 | ) | (5,963 | ) | (2,636 | )
Effect of exchange rate changes on cash | — |  | — |  | 7,316 |  | — |  | 7,316 |
Net increase/(decrease) in cash and cash equivalents | (2,210 | ) | (1,913 | ) | (5,435 | ) | — |  | (9,558 | )
Cash and cash equivalents at beginning of year | 3,443 |  | 3,993 |  | 149,448 |  | — |  | 156,884 |
Cash and cash equivalents at end of year | $ | 1,233 |  | $ | 2,080 |  | $ | 144,013 |  | $ | — |  | $ | 147,326 |

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