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Guarantor Financial Information | 3 Months Ended
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Mar. 30, 2019
Guarantor Financial Information [Abstract] |
Guarantor Financial Information | Guarantor Financial Information The Company's 5.375% Notes and 3.625% Notes (see Note 10) 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 3.625% Notes and is discussed further below, or any receivables entity): Darling National, Griffin and its subsidiary Craig Protein, Darling AWS LLC, Darling Global Holdings Inc., Darling Northstar LLC, EV Acquisition, LLC, Rousselot Inc., Rousselot Dubuque Inc., Sonac USA LLC and Rousselot Peabody Inc. In addition, the 3.625% 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 3.625% Notes, fully and unconditionally guaranteed the 5.375% Notes and 3.625% Notes on a joint and several basis. The following financial statements present condensed consolidated 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 3.625% 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 March 30, 2019 and December 29, 2018, and the condensed consolidated statements of operations, the condensed consolidated statements of comprehensive income/(loss) and the condensed consolidated statements of cash flows for the three months ended March 30, 2019 and March 31, 2018. 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 euro-denominated notes such as the 3.625% Notes and therefore does not have any substantial operations or assets. Condensed Consolidated Balance Sheet As of March 30, 2019 (in thousands)
| Parent | Guarantors | Non-guarantors | Eliminations | Consolidated
ASSETS |  |  |  |  |
Cash and cash equivalents | $ | 987 |  | $ | 33 |  | $ | 94,696 |  | $ | — |  | $ | 95,716 |
Restricted cash | 103 |  | — |  | 4 |  | — |  | 107 |
Accounts receivable | 43,885 |  | 640,838 |  | 468,164 |  | (781,548 | ) | 371,339 |
Inventories | 19,211 |  | 85,113 |  | 235,558 |  | — |  | 339,882 |
Income taxes refundable | 1,426 |  | — |  | 2,676 |  | — |  | 4,102 |
Prepaid expenses | 12,155 |  | 2,508 |  | 24,407 |  | — |  | 39,070 |
Other current assets | 3,355 |  | (1,980 | ) | 19,584 |  | — |  | 20,959 |
Total current assets | 81,122 |  | 726,512 |  | 845,089 |  | (781,548 | ) | 871,175 |
Investment in subsidiaries | 4,934,820 |  | 1,366,126 |  | 844,044 |  | (7,144,990 | ) | — |
Property, plant and equipment, net | 392,718 |  | 503,739 |  | 795,101 |  | — |  | 1,691,558 |
Intangible assets, net | 48,619 |  | 193,338 |  | 337,356 |  | — |  | 579,313 |
Goodwill | 49,902 |  | 490,748 |  | 681,732 |  | — |  | 1,222,382 |
Investment in unconsolidated subsidiaries | 13,078 |  | — |  | 420,303 |  | — |  | 433,381 |
Operating lease right-of-use asset | 75,150 |  | 34,974 |  | 19,597 |  | — |  | 129,721 |
Other assets | 38,490 |  | 140 |  | 14,857 |  | — |  | 53,487 |
Deferred taxes | — |  | — |  | 14,037 |  | — |  | 14,037 |
| $ | 5,633,899 |  | $ | 3,315,577 |  | $ | 3,972,116 |  | $ | (7,926,538 | ) | $ | 4,995,054 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |
Current portion of long-term debt | $ | 11,908 |  | $ | 5 |  | $ | 11,780 |  | $ | — |  | $ | 23,693 |
Accounts payable | 807,675 |  | 27,833 |  | 138,539 |  | (781,536 | ) | 192,511 |
Income taxes payable | 300 |  | — |  | 8,561 |  | — |  | 8,861 |
Current operating lease liability | 21,546 |  | 10,673 |  | 7,557 |  | — |  | 39,776 |
Accrued expenses | 85,734 |  | 27,109 |  | 168,500 |  | (12 | ) | 281,331 |
Total current liabilities | 927,163 |  | 65,620 |  | 334,937 |  | (781,548 | ) | 546,172 |
Long-term debt, net of current portion | 1,032,803 |  | 16 |  | 630,944 |  | — |  | 1,663,763 |
Long-term operating lease liability | 53,587 |  | 23,701 |  | 11,812 |  | — |  | 89,100 |
Other noncurrent liabilities | 78,220 |  | — |  | 35,764 |  | — |  | 113,984 |
Deferred income taxes | 95,191 |  | — |  | 130,145 |  | — |  | 225,336 |
Total liabilities | 2,186,964 |  | 89,337 |  | 1,143,602 |  | (781,548 | ) | 2,638,355 |
Total stockholders’ equity | 3,446,935 |  | 3,226,240 |  | 2,828,514 |  | (7,144,990 | ) | 2,356,699 |
| $ | 5,633,899 |  | $ | 3,315,577 |  | $ | 3,972,116 |  | $ | (7,926,538 | ) | $ | 4,995,054 |
Condensed Consolidated Balance Sheet As of December 29, 2018 (in thousands)
| Parent | Guarantors | Non-guarantors | Eliminations | Consolidated
ASSETS |  |  |  |  |
Cash and cash equivalents | $ | 995 |  | $ | 32 |  | $ | 106,235 |  | $ | — |  | $ | 107,262 |
Restricted cash | 103 |  | — |  | 4 |  | — |  | 107 |
Accounts receivable | 56,113 |  | 619,628 |  | 461,005 |  | (751,009 | ) | 385,737 |
Inventories | 23,752 |  | 83,261 |  | 234,015 |  | — |  | 341,028 |
Income taxes refundable | 2,851 |  | — |  | 3,611 |  | — |  | 6,462 |
Prepaid expenses | 12,890 |  | 2,936 |  | 19,421 |  | — |  | 35,247 |
Other current assets | 2,680 |  | (1,418 | ) | 20,837 |  | — |  | 22,099 |
Total current assets | 99,384 |  | 704,439 |  | 845,128 |  | (751,009 | ) | 897,942 |
Investment in subsidiaries | 4,880,193 |  | 1,366,126 |  | 844,044 |  | (7,090,363 | ) | — |
Property, plant and equipment, net | 375,824 |  | 503,130 |  | 808,904 |  | — |  | 1,687,858 |
Intangible assets, net | 50,132 |  | 200,936 |  | 344,794 |  | — |  | 595,862 |
Goodwill | 49,506 |  | 490,748 |  | 688,905 |  | — |  | 1,229,159 |
Investment in unconsolidated subsidiary | 13,969 |  | — |  | 396,208 |  | — |  | 410,177 |
Other assets | 39,395 |  | 138 |  | 13,842 |  | — |  | 53,375 |
Deferred income taxes | — |  | — |  | 14,981 |  | — |  | 14,981 |
| $ | 5,508,403 |  | $ | 3,265,517 |  | $ | 3,956,806 |  | $ | (7,841,372 | ) | $ | 4,889,354 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |
Current portion of long-term debt | $ | 3,558 |  | $ | 5 |  | $ | 3,929 |  | $ | — |  | $ | 7,492 |
Accounts payable | 783,406 |  | 24,388 |  | 162,678 |  | (750,993 | ) | 219,479 |
Income taxes payable | (10 | ) | — |  | 4,053 |  | — |  | 4,043 |
Accrued expenses | 107,572 |  | 33,387 |  | 168,541 |  | (16 | ) | 309,484 |
Total current liabilities | 894,526 |  | 57,780 |  | 339,201 |  | (751,009 | ) | 540,498 |
Long-term debt, net of current portion | 1,019,130 |  | 18 |  | 647,792 |  | — |  | 1,666,940 |
Other noncurrent liabilities | 78,589 |  | — |  | 36,443 |  | — |  | 115,032 |
Deferred income taxes | 95,710 |  | — |  | 135,353 |  | — |  | 231,063 |
Total liabilities | 2,087,955 |  | 57,798 |  | 1,158,789 |  | (751,009 | ) | 2,553,533 |
Total stockholders’ equity | 3,420,448 |  | 3,207,719 |  | 2,798,017 |  | (7,090,363 | ) | 2,335,821 |
| $ | 5,508,403 |  | $ | 3,265,517 |  | $ | 3,956,806 |  | $ | (7,841,372 | ) | $ | 4,889,354 |
Condensed Consolidated Statements of Operations For the three months ended March 30, 2019 (in thousands)
| Parent | Guarantors | Non-guarantors | Eliminations | Consolidated
Net sales | $ | 160,230 |  | $ | 329,991 |  | $ | 403,911 |  | $ | (59,028 | ) | $ | 835,104 |
Cost and expenses: |  |  |  |  |
Cost of sales and operating expenses | 128,392 |  | 267,194 |  | 310,105 |  | (59,028 | ) | 646,663 |
Selling, general and administrative expenses | 47,423 |  | 11,947 |  | 25,633 |  | — |  | 85,003 |
Depreciation and amortization | 14,373 |  | 26,112 |  | 38,679 |  | — |  | 79,164 |
Total costs and expenses | 190,188 |  | 305,253 |  | 374,417 |  | (59,028 | ) | 810,830 |
Operating income/(loss) | (29,958 | ) | 24,738 |  | 29,494 |  | — |  | 24,274 |
Interest expense | (14,027 | ) | (32 | ) | (5,817 | ) | — |  | (19,876 | )
Foreign currency losses | (4 | ) | — |  | (728 | ) | — |  | (732 | )
Gain on disposal of subsidiary | — |  | — |  | — |  | — |  | — |
Other expense, net | (1,567 | ) | (1,212 | ) | 254 |  | — |  | (2,525 | )
Equity in net loss of unconsolidated subsidiaries | (891 | ) | — |  | 24,664 |  | — |  | 23,773 |
Earnings in investments in subsidiaries | 54,627 |  | — |  | — |  | (54,627 | ) | — |
Income/(loss) before taxes | 8,180 |  | 23,494 |  | 47,867 |  | (54,627 | ) | 24,914 |
Income tax expense/(benefit) | (9,832 | ) | 4,973 |  | 10,133 |  | — |  | 5,274 |
Net income attributable to noncontrolling interests | — |  | — |  | (1,628 | ) | — |  | (1,628 | )
Net income/(loss) attributable to Darling | $ | 18,012 |  | $ | 18,521 |  | $ | 36,106 |  | $ | (54,627 | ) | $ | 18,012 |
Condensed Consolidated Statements of Operations For the three months ended March 31, 2018 (in thousands)
| Parent | Guarantors | Non-guarantors | Eliminations | Consolidated
Net sales | $ | 119,625 |  | $ | 344,603 |  | $ | 467,808 |  | $ | (56,662 | ) | $ | 875,374 |
Cost and expenses: |  |  |  |  |
Cost of sales and operating expenses | 95,868 |  | 271,237 |  | 367,656 |  | (56,662 | ) | 678,099 |
Selling, general and administrative expenses | 43,778 |  | 12,837 |  | 30,287 |  | — |  | 86,902 |
Depreciation and amortization | 11,059 |  | 26,291 |  | 41,269 |  | — |  | 78,619 |
Total costs and expenses | 150,705 |  | 310,365 |  | 439,212 |  | (56,662 | ) | 843,620 |
Operating income/(loss) | (31,080 | ) | 34,238 |  | 28,596 |  | — |  | 31,754 |
Interest expense | (14,364 | ) | 3,763 |  | (12,523 | ) | — |  | (23,124 | )
Foreign currency gains/(losses) | (23 | ) | (63 | ) | (1,395 | ) | — |  | (1,481 | )
Other income/(expense), net | (3,410 | ) | (1,326 | ) | 2,220 |  | — |  | (2,516 | )
Equity in net income/(loss) of unconsolidated subsidiaries | (498 | ) | — |  | 97,652 |  | — |  | 97,154 |
Earnings in investments in subsidiaries | 144,880 |  | — |  | — |  | (144,880 | ) | — |
Income/(loss) before taxes | 95,505 |  | 36,612 |  | 114,550 |  | (144,880 | ) | 101,787 |
Income tax expense/(benefit) | (1,800 | ) | 1,335 |  | 4,177 |  | — |  | 3,712 |
Net income attributable to noncontrolling interests | — |  | — |  | (770 | ) | — |  | (770 | )
Net income/(loss) attributable to Darling | $ | 97,305 |  | $ | 35,277 |  | $ | 109,603 |  | $ | (144,880 | ) | $ | 97,305 |
Condensed Consolidated Statements of Comprehensive Income/(Loss) For the three months ended March 30, 2019 (in thousands)
| Parent | Guarantors | Non-guarantors | Eliminations | Consolidated
Net income/(loss) | $ | 19,640 |  | $ | 18,521 |  | $ | 36,106 |  | $ | (54,627 | ) | $ | 19,640 |
Other comprehensive income/(loss), net of tax: |  |  |  |  |
Foreign currency translation | 507 |  | — |  | (5,393 | ) | — |  | (4,886 | )
Pension adjustments | 767 |  | — |  | 91 |  | — |  | 858 |
Foreign exchange derivative adjustments | — |  | — |  | (1,937 | ) | — |  | (1,937 | )
Total other comprehensive income/(loss), net of tax | 1,274 |  | — |  | (7,239 | ) | — |  | (5,965 | )
Total comprehensive income/(loss) | 20,914 |  | 18,521 |  | 28,867 |  | (54,627 | ) | 13,675 |
Total comprehensive loss attributable to noncontrolling interest | — |  | — |  | 3,387 |  | — |  | 3,387 |
Total comprehensive income/(loss) attributable to Darling | $ | 20,914 |  | $ | 18,521 |  | $ | 25,480 |  | $ | (54,627 | ) | $ | 10,288 |
Condensed Consolidated Statements of Comprehensive Income/(Loss) For the three months ended March 31, 2018 (in thousands)
| Parent | Guarantors | Non-guarantors | Eliminations | Consolidated
Net income/(loss) | $ | 98,075 |  | $ | 35,277 |  | $ | 109,603 |  | $ | (144,880 | ) | $ | 98,075 |
Other comprehensive income/(loss), net of tax: |  |  |  |  |
Foreign currency translation | — |  | — |  | 17,295 |  | — |  | 17,295 |
Pension adjustments | 566 |  | — |  | 101 |  | — |  | 667 |
Natural gas swap derivative adjustments | 22 |  | — |  | — |  | — |  | 22 |
Corn option derivative adjustments | (1,605 | ) | — |  | — |  | — |  | (1,605 | )
Total other comprehensive income/(loss), net of tax | (1,017 | ) | — |  | 17,396 |  | — |  | 16,379 |
Total comprehensive income/(loss) | 97,058 |  | 35,277 |  | 126,999 |  | (144,880 | ) | 114,454 |
Total comprehensive income attributable to noncontrolling interest | — |  | — |  | 1,287 |  | — |  | 1,287 |
Total comprehensive income/(loss) attributable to Darling | $ | 97,058 |  | $ | 35,277 |  | $ | 125,712 |  | $ | (144,880 | ) | $ | 113,167 |
Condensed Consolidated Statements of Cash Flows For the three months ended March 30, 2019 (in thousands)
| Parent | Guarantors | Non-guarantors | Eliminations | Consolidated
Cash flows from operating activities: |  |  |  |  |
Net income/(loss) | $ | 19,640 |  | $ | 18,521 |  | $ | 36,106 |  | $ | (54,627 | ) | $ | 19,640 |
Earnings in investments in subsidiaries | (54,627 | ) | — |  | — |  | 54,627 |  | — |
Other operating cash flows | 52,135 |  | (2,881 | ) | (20,293 | ) | — |  | 28,961 |
Net cash provided by operating activities | 17,148 |  | 15,640 |  | 15,813 |  | — |  | 48,601 |
Cash flows from investing activities: |  |  |  |  |
Capital expenditures | (34,303 | ) | (23,498 | ) | (26,468 | ) | — |  | (84,269 | )
Acquisitions | (1,157 | ) | — |  | (274 | ) | — |  | (1,431 | )
Gross proceeds from sale of property, plant and equipment and other assets | 132 |  | 7,016 |  | 720 |  | — |  | 7,868 |
Proceeds from insurance settlements | — |  | 845 |  | — |  | — |  | 845 |
Payments related to routes and other intangibles | — |  | — |  | (2,778 | ) | — |  | (2,778 | )
Net cash used in investing activities | (35,328 | ) | (15,637 | ) | (28,800 | ) | — |  | (79,765 | )
Cash flows from financing activities: |  |  |  |  |
Proceeds for long-term debt | — |  | — |  | 2,138 |  | — |  | 2,138 |
Payments on long-term debt | — |  | (2 | ) | (10,972 | ) | — |  | (10,974 | )
Borrowings from revolving facilities | 50,000 |  | — |  | 106,829 |  | — |  | 156,829 |
Payments on revolving facilities | (37,000 | ) | — |  | (101,147 | ) | — |  | (138,147 | )
Net cash overdraft financing | 8,350 |  | — |  | 6,175 |  | — |  | 14,525 |
Issuances of common stock | 12 |  | — |  | — |  | — |  | 12 |
Minimum withholding taxes paid on stock awards | (3,190 | ) | — |  | — |  | — |  | (3,190 | )
Net cash provided/(used) in financing activities | 18,172 |  | (2 | ) | 3,023 |  | — |  | 21,193 |
Effect of exchange rate changes on cash | — |  | — |  | (1,575 | ) | — |  | (1,575 | )
Net decrease in cash, cash equivalents and restricted cash | (8 | ) | 1 |  | (11,539 | ) | — |  | (11,546 | )
Cash, cash equivalents and restricted cash at beginning of period | 1,098 |  | 32 |  | 106,239 |  | — |  | 107,369 |
Cash, cash equivalents and restricted cash at end of period | $ | 1,090 |  | $ | 33 |  | $ | 94,700 |  | $ | — |  | $ | 95,823 |
Condensed Consolidated Statements of Cash Flows For the three months ended March 31, 2018 (in thousands)
| Parent | Guarantors | Non-guarantors | Eliminations | Consolidated
Cash flows from operating activities: |  |  |  |  |
Net income/(loss) | $ | 98,075 |  | $ | 35,277 |  | $ | 109,603 |  | $ | (144,880 | ) | $ | 98,075 |
Earnings in investments in subsidiaries | (144,880 | ) | — |  | — |  | 144,880 |  | — |
Other operating cash flows | 30,782 |  | (24,262 | ) | (77,671 | ) | — |  | (71,151 | )
Net cash provided/(used) by operating activities | (16,023 | ) | 11,015 |  | 31,932 |  | — |  | 26,924 |
Cash flows from investing activities: |  |  |  |  |
Capital expenditures | (12,183 | ) | (13,396 | ) | (31,008 | ) | — |  | (56,587 | )
Investment in subsidiaries and affiliates | (3,500 | ) | — |  | — |  | — |  | (3,500 | )
Proceeds from sale of investment in subsidiary | — |  | — |  | 2,805 |  | — |  | 2,805 |
Gross proceeds from sale of property, plant and equipment and other assets | 828 |  | 321 |  | 330 |  | — |  | 1,479 |
Proceeds from insurance settlements | — |  | 503 |  | — |  | — |  | 503 |
Payments related to routes and other intangibles | — |  | — |  | (15 | ) | — |  | (15 | )
Net cash used in investing activities | (14,855 | ) | (12,572 | ) | (27,888 | ) | — |  | (55,315 | )
Cash flows from financing activities: |  |  |  |  |
Proceeds for long-term debt | — |  | — |  | 3,876 |  | — |  | 3,876 |
Payments on long-term debt | (22 | ) | — |  | (9,600 | ) | — |  | (9,622 | )
Borrowings from revolving credit facility | 62,000 |  | — |  | 73,184 |  | — |  | 135,184 |
Payments on revolving credit facility | (29,000 | ) | — |  | (51,019 | ) | — |  | (80,019 | )
Net cash overdraft financing | — |  | — |  | (331 | ) | — |  | (331 | )
Deferred loan costs | (1,094 | ) | — |  | — |  | — |  | (1,094 | )
Issuances of common stock | 182 |  | — |  | — |  | — |  | 182 |
Minimum withholding taxes paid on stock awards | (2,013 | ) | — |  | (5 | ) | — |  | (2,018 | )
Net cash provided by financing activities | 30,053 |  | — |  | 16,105 |  | — |  | 46,158 |
Effect of exchange rate changes on cash | — |  | — |  | (1,672 | ) | — |  | (1,672 | )
Net decrease in cash, cash equivalents and restricted cash | (825 | ) | (1,557 | ) | 18,477 |  | — |  | 16,095 |
Cash, cash equivalents and restricted cash at beginning of period | 1,827 |  | 2,993 |  | 102,096 |  | — |  | 106,916 |
Cash, cash equivalents and restricted cash at end of period | $ | 1,002 |  | $ | 1,436 |  | $ | 120,573 |  | $ | — |  | $ | 123,011 |

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