Document_and_Entity_Informatio
Document and Entity Information Document | 3 Months Ended | |
Mar. 29, 2014 | 1-May-14 | |
Entity Information [Line Items] | ' | ' |
Entity Registrant Name | 'DARLING INGREDIENTS INC. | ' |
Entity Central Index Key | '0000916540 | ' |
Current Fiscal Year End Date | '--01-03 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 29-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 164,575,897 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 29, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $143,422 | $870,857 |
Restricted cash | 364 | 354 |
Accounts receivable, net | 435,386 | 112,844 |
Inventories | 410,521 | 65,133 |
Prepaid expenses | 30,479 | 14,223 |
Income taxes refundable | 25,355 | 14,512 |
Other current assets | 32,978 | 32,290 |
Deferred income taxes | 19,933 | 17,289 |
Total current assets | 1,098,438 | 1,127,502 |
Property, plant and equipment, less accumulated depreciation of $425,024 at March 29, 2014 and $381,314 at December 28, 2013 | 1,681,636 | 666,573 |
Intangible assets, less accumulated amortization of $125,327 at March 29, 2014 and $105,070 at December 28, 2013 | 1,054,608 | 588,664 |
Goodwill | 1,476,541 | 701,637 |
Investment in unconsolidated subsidiary | 149,025 | 115,114 |
Other assets | 79,984 | 44,643 |
Deferred income taxes | 9,627 | 0 |
Total assets | 5,549,859 | 3,244,133 |
Current liabilities: | ' | ' |
Current portion of long-term debt | 62,451 | 19,888 |
Accounts payable, principally trade | 316,080 | 43,742 |
Accrued expenses | 149,432 | 113,174 |
Deferred income taxes | 1,764 | 0 |
Total current liabilities | 529,727 | 176,804 |
Long-term debt, net of current portion | 2,330,494 | 866,947 |
Other non-current liabilities | 106,200 | 40,671 |
Deferred income taxes | 487,686 | 138,759 |
Total liabilities | 3,454,107 | 1,223,181 |
Commitments and contingencies | ' | ' |
Stockholders’ equity: | ' | ' |
Common stock, $0.01 par value; 250,000,000 shares authorized; 165,793,391 and 165,261,003 shares issued at March 29, 2014 and at December 28, 2013, respectively | 1,658 | 1,653 |
Additional paid-in capital | 1,463,965 | 1,454,250 |
Treasury stock, at cost; 1,220,037 and 993,578 shares at March 29, 2014 and at December 28, 2013, respectively | -17,900 | -13,271 |
Accumulated other comprehensive loss | -10,199 | -29,423 |
Retained earnings | 554,940 | 607,743 |
Total Darling's stockholders’ equity | 1,992,464 | 2,020,952 |
Noncontrolling interests | 103,288 | 0 |
Total stockholders' equity | 2,095,752 | 2,020,952 |
Total liabilities and stockholders' equity | $5,549,859 | $3,244,133 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 29, 2014 | Dec. 28, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Assets: | ' | ' |
Property, plant and equipment, accumulated depreciation | $425,024 | $381,314 |
Intangible assets, accumulated amortization | $125,327 | $105,070 |
Stockholders’ equity: | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 165,793,391 | 165,261,003 |
Treasury stock, shares | 1,220,037 | 993,578 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Income Statement [Abstract] | ' | ' |
Net sales | $931,435 | $445,422 |
Costs and expenses: | ' | ' |
Cost of sales and operating expenses | 755,453 | 322,686 |
Selling, general and administrative expenses | 94,929 | 42,293 |
Acquisition costs | 15,948 | 0 |
Depreciation and amortization | 65,669 | 21,867 |
Total costs and expenses | 931,999 | 386,846 |
Operating income | -564 | 58,576 |
Other expense: | ' | ' |
Interest expense | -58,857 | -5,625 |
Foreign currency loss | -13,814 | 0 |
Other income/(expense), net | -1,138 | 1,067 |
Total other expense | -73,809 | -4,558 |
Equity in net income/(loss) of unconsolidated subsidiary | 5,077 | -1,195 |
Income/ (loss) before income taxes | -69,296 | 52,823 |
Income taxe expense/ (benefit) | -18,290 | 20,418 |
Net income / (Loss) | -51,006 | 32,405 |
Net (income)/ loss attributable to noncontrolling interests | -1,797 | 0 |
Net income/ (loss) attributable to Darling | ($52,803) | $32,405 |
Basic income per share (in dollars per share) | ($0.32) | $0.27 |
Diluted income per share (in dollars per share) | ($0.32) | $0.27 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Net income/ (loss) | ($51,006) | $32,405 |
Other comprehensive income, net of tax: | ' | ' |
Foreign currency translation | 20,615 | 0 |
Pension adjustments | 320 | 805 |
Total other comprehensive income, net of tax | 19,224 | 1,902 |
Total comprehensive income / (loss) | -31,782 | 34,307 |
Natural Gas Swap [Member] | ' | ' |
Other comprehensive income, net of tax: | ' | ' |
Derivative adjustments | -113 | 148 |
Corn Option [Member] | ' | ' |
Other comprehensive income, net of tax: | ' | ' |
Derivative adjustments | ($1,598) | $949 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net income/ (loss) | ($51,006) | $32,405 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 65,669 | 21,867 |
Gain on disposal of property, plant, equipment and other assets | -916 | -210 |
Gain on insurance proceeds from insurance settlements | 0 | -1,531 |
Deferred taxes | -9,499 | 16,494 |
Decrease in long-term pension liability | -688 | 330 |
Stock-based compensation expense | 8,459 | 2,883 |
Write-off deferred loan costs | 4,330 | 0 |
Deferred loan cost amortization | 2,452 | 768 |
Equity in net (income)/loss of unconsolidated subsidiary | -5,077 | 1,195 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ' | ' |
Accounts receivable | 7,018 | 1,451 |
Income taxes refundable/payable | -11,739 | -3,313 |
Inventories and prepaid expenses | 16,700 | -390 |
Accounts payable and accrued expenses | -63,824 | -6,333 |
Other | 7,617 | -6,134 |
Net cash provided/(used) by operating activities | -30,504 | 59,482 |
Cash flows from investing activities: | ' | ' |
Capital expenditures | -51,360 | -26,392 |
Acquisitions, net of cash acquired | -2,081,690 | 0 |
Investment in unconsolidated subsidiary | 0 | -12,535 |
Gross proceeds from disposal of property, plant and equipment and other assets | 1,324 | 412 |
Payments related to routes and other intangibles | -6,812 | -613 |
Net cash used by investing activities | -2,138,538 | -39,128 |
Cash flows from financing activities: | ' | ' |
Proceeds from long-term debt | 1,797,509 | 0 |
Payments on long-term debt | -263,971 | -21 |
Borrowings from revolving credit facility | 223,310 | 0 |
Payments on revolving credit facility | -273,474 | 0 |
Deferred loan costs | -38,786 | 0 |
Issuance of common stock | 2,504 | 16 |
Minimum withholding taxes paid on stock awards | -4,709 | -2,523 |
Excess tax benefits from stock-based compensation | 960 | 702 |
Net cash provided/ (used) by financing activities | 1,443,343 | -1,826 |
Effect of exchange rate changes on cash and cash equivalents | -1,736 | 0 |
Net increase/(decrease) in cash and cash equivalents | -727,435 | 18,528 |
Cash and cash equivalents at beginning of period | 870,857 | 103,249 |
Cash and cash equivalents at end of period | 143,422 | 121,777 |
Supplemental disclosure of cash flow information: | ' | ' |
Accrued capital expenditures | 1,437 | 2,341 |
Cash paid during the period for: | ' | ' |
Interest, net of capitalized interest | 35,472 | 167 |
Income taxes, net of refunds | $5,466 | $8,118 |
General
General | 3 Months Ended |
Mar. 29, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
General | ' |
General | |
On May 6, 2014, the stockholders of Darling International Inc. approved changing the name of the company from Darling International Inc. to Darling Ingredients Inc. The change became effective on May 7, 2014. Darling Ingredients Inc., a Delaware corporation (“Darling”, and together with its subsidiaries, the “Company”), is a global developer and producer of sustainable natural ingredients from edible and inedible bio-nutrients, creating a wide range of ingredients and customized specialty solutions for customers in the pharmaceutical, food, pet food, feed, technical, fuel, bioenergy and fertilizer industries. As further discussed in Note 3, on January 7, 2014, the Company acquired the VION Ingredients business division (“VION Ingredients”) of VION Holding, N.V., a Dutch limited liability company (“VION”), by purchasing all of the shares of VION Ingredients International (Holding) B.V., and VION Ingredients Germany GmbH, and 60% of Best Hides GmbH (collectively, the "VION Companies"), pursuant to a Sale and Purchase Agreement dated October 5, 2013, as amended, between Darling and VION (the “VION Acquisition”). The VION Ingredients business is now conducted under the name Darling Ingredients International. In addition, on October 28, 2013, Darling completed the acquisition of substantially all of the assets of Rothsay ("Rothsay"), a division of Maple Leaf Foods, Inc. ("MFI"), a Canadian corporation, pursuant to an Acquisition Agreement between MFI and Darling dated August 23, 2013 (the "Rothsay Acquisition"). | |
The Company’s business is now conducted through a global network of over 200 locations across five continents. Effective December 29, 2013, the Company's business operations were reorganized into three new segments, Feed Ingredients, Food Ingredients and Fuel Ingredients, in order to better align its business with the underlying markets and customers that the Company serves. All historical periods have been recast to reflect the changes to the segment reporting structure. Comparative segment revenues and related financial information are presented in Note 13 to the consolidated financial statements. | |
The accompanying consolidated financial statements for the three month periods ended March 29, 2014 and March 30, 2013, have been prepared by the Company in accordance with generally accepted accounting principles in the United States without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The information furnished herein reflects all adjustments (consisting only of normal recurring accruals) that are, in the opinion of management, necessary to present a fair statement of the financial position and operating results of the Company as of and for the respective periods. However, these operating results are not necessarily indicative of the results expected for a full fiscal year. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. However, management of the Company believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading. The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements contained in the Company’s Form 10-K for the fiscal year ended December 28, 2013. Note that because of the 2013 and 2014 acquisitions described above, the audited consolidated financial statements contained in the Company's Form 10-K for the fiscal year ended December 28, 2013 may not be comparable to the unaudited consolidated financial statements contained herein. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | |||||||||||||||||||||
Mar. 29, 2014 | ||||||||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
(a) | Basis of Presentation | |||||||||||||||||||||
The consolidated financial statements include the accounts of Darling and its consolidated subsidiaries. Noncontrolling interests represents the outstanding ownership interest in the Company's consolidated subsidiaries that are not owned by the Company. In the accompanying Consoldiated Statements of Operations, the noncontrolling interest in net income (loss) of the consolidated subsidiaries is shown as an allocation of the Company's net income and is presented separately as "Net income/(loss) attributable to noncontrolling interests". In the Company's Consolidated Balance Sheets, noncontrolling interests represents the ownership interests in the Company consolidated subsidairies' net assets held by parties other than the Company. These ownership interests are presented separately as "Noncontrolling interests" within "Stockholders' Equity." All significant intercompany balances and transactions have been eliminated in consolidation. | ||||||||||||||||||||||
(b) | Fiscal Periods | |||||||||||||||||||||
The Company has a 52/53 week fiscal year ending on the Saturday nearest December 31. Fiscal periods for the consolidated financial statements included herein are as of March 29, 2014, and include the 13 ended March 29, 2014, and the 13 weeks ended March 30, 2013. | ||||||||||||||||||||||
(c) | Revenue Recognition | |||||||||||||||||||||
The Company recognizes revenue on sales when products are shipped and the customer takes ownership and assumes risk of loss. Certain customers may be required to prepay prior to shipment in order to maintain payment protection related to certain foreign and domestic sales. These amounts are recorded as unearned revenue and recognized when the products have shipped and the customer takes ownership and assumes risk of loss. The Company has formula arrangements with certain suppliers whereby the charge or credit for raw materials is tied to published finished product commodity prices after deducting a fixed processing fee incorporated into the formula and is recorded as a cost of sale by line of business. The Company recognizes service revenue in the fiscal month the service occurs. | ||||||||||||||||||||||
(d) | Foreign Currency Translation and Remeasurement | |||||||||||||||||||||
Foreign currency translation is included as a component of accumulated other comprehensive income and reflects the adjustments resulting from translating the foreign currency denominated financial statements of foreign subsidiaries into U.S. dollars. The functional currency of the Company's foreign subsidiaries is the currency of the primary economic environment in which the entity operates, which is generally the local currency of the country. Accordingly, assets and liabilities of the foreign subsidiaries are translated to U.S. dollars at fiscal period end exchange rates, including intercompany foreign currency transactions that are of long-term investment nature. Income and expense items are translated at daily or average monthly exchange rates. Changes in exchange rates that affect cash flows and the related receivables or payables are recognized as transaction gains and losses in determining net income. The Company incurred net foreign currency translation gains of approximately $20.6 million in the three months ended March 29, 2014 and no currency translation gains and losses in the three months ended March 30, 2013. In addition, the Company incurred foreign currency losses in the statement of operations of approximately $13.8 million in the three months ended March 29, 2014, with $12.6 million representing a loss on a hedge transaction during the first quarter of fiscal 2014. | ||||||||||||||||||||||
(e) | Reclassifications | |||||||||||||||||||||
Certain prior year amounts have been reclassified to conform to the current year presentation. | ||||||||||||||||||||||
(f) | Earnings Per Share | |||||||||||||||||||||
Basic income/ (loss) per common share is computed by dividing net income attributable to Darling by the weighted average number of common shares including non-vested and restricted shares outstanding during the period. Diluted income/ (loss) per common share is computed by dividing net income attributable to Darling by the weighted average number of common shares outstanding during the period increased by dilutive common equivalent shares determined using the treasury stock method. | ||||||||||||||||||||||
Net Income/ (loss) per Common Share (in thousands, except per share data) | ||||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||||
March 29, 2014 | March 30, 2013 | |||||||||||||||||||||
Loss | Shares | Per Share | Income | Shares | Per Share | |||||||||||||||||
Basic: | ||||||||||||||||||||||
Net Income/ (loss) allocable to Darling | $ | (52,803 | ) | 164,386 | $ | (0.32 | ) | $ | 32,405 | 117,915 | $ | 0.27 | ||||||||||
Diluted: | ||||||||||||||||||||||
Effect of dilutive securities: | ||||||||||||||||||||||
Add: Option shares in the money and dilutive effect of non-vested stock | — | 690 | ||||||||||||||||||||
Less: Pro forma treasury shares | — | (312 | ) | |||||||||||||||||||
Diluted: | ||||||||||||||||||||||
Net income/ (loss) | $ | (52,803 | ) | 164,386 | $ | (0.32 | ) | $ | 32,405 | 118,293 | $ | 0.27 | ||||||||||
For the three months ended March 29, 2014 and March 30, 2013, respectively, 942,956 and 191,628 outstanding stock options were excluded from diluted income/ (loss) per common share as the effect was antidilutive. For the three months ended March 29, 2014 and March 30, 2013, respectively, 856,568 and 64,180 shares of non-vested stock and stock equivalents were excluded from diluted income/ (loss) per common share as the effect was antidilutive. |
Acquisitions
Acquisitions | 3 Months Ended | |||
Mar. 29, 2014 | ||||
Business Combinations [Abstract] | ' | |||
Acquisitions | ' | |||
Acquisitions | ||||
On January 7, 2014, the Company acquired the VION Ingredients business division from VION by purchasing shares of the VION Companies as described in Note 1, pursuant to a Sale and Purchase Agreement dated October 5, 2013, as amended, between Darling and VION. The VION Ingredients business is now conducted under the name Darling Ingredients International. Darling Ingredients International is a worldwide leader in the development and production of specialty ingredients from animal by-products for applications in pharmaceuticals, food, pet food, feed, fuel, bioenergy and fertilizer. Darling Ingredients International operates a global network of 67 production facilities across five continents covering all aspects of animal by-product processing through six brands: Rendac (bioenergy), Sonac (bone products, proteins, fats, edible fats and plasma products), Ecoson (bioenergy), Rousselot (gelatin and collagen hydrolysates), CTH (natural casings) and Best Hides (hides and skins). Darling Ingredients International’s specialized portfolio of over 400 products covers all animal origin raw material types and thereby offers a comprehensive, single source solution for suppliers. Darling Ingredients International’s business has leading positions across Europe with operations in the Netherlands, Belgium, Germany, Poland and Italy under the Rendac and Sonac brand names. Value-added products include edible fats, blood plasma powder, hemoglobin, bone products, protein meals and fats. Rousselot is a global leading market provider of gelatin for the pharmaceutical, food and technical industries with operations in Europe, the United States, South America and China. CTH is a market leader in natural casings for the sausage industry with operations in Europe, China and the United States. The purchase of the VION Companies allows the Company to have a global reach. The purchase price for the transaction was approximately €1.6 billion in cash (approximately $2.2 billion at the exchange rate of €1.00:USD$1.3605). The purchase price was financed through (i) borrowings under the Company’s senior secured revolving credit facility and term loan facilities; (ii) proceeds from the Company’s $874.0 million public common stock offering in the fourth quarter of fiscal 2013; and (iii) proceeds from the private offering of $500.0 million aggregate principal amount of the Company’s 5.375% Senior Notes due 2022, that closed on January 2, 2014. | ||||
The following table summarizes the estimated fair value of the assets acquired and liabilities assumed in the VION Acquisition as of January 7, 2014 (unaudited) (in thousands): | ||||
Accounts receivable | $ | 318,272 | ||
Inventory | 374,970 | |||
Deferred tax asset | 18,132 | |||
Property and equipment | 1,008,282 | |||
Identifiable intangibles | 481,833 | |||
Goodwill | 774,778 | |||
Investment in unconsolidated subsidiaries | 28,493 | |||
Other long term assets | 1,101 | |||
Accounts payable | (358,013 | ) | ||
Current portion of long-term debt | (16,360 | ) | ||
Accrued expenses | (19,241 | ) | ||
Deferred tax liability | (361,817 | ) | ||
Long debt obligations | (6,906 | ) | ||
Other non-current liabilities | (62,039 | ) | ||
Noncontrolling interests | (100,440 | ) | ||
Purchase price, net of cash acquired | $ | 2,081,045 | ||
Preliminarily, $247.2 million of the goodwill was assigned to the Feed Ingredients segment, $410.3 million to the Food Ingredients segment and $117.3 million to the Fuel Ingredients segment. Of the VION Acquisition goodwill approximately 31% is expected to be deductible for tax purposes. Identifiable intangibles include trademarks and trade names with indefinite lives of approximately $31.8 million and definite lived intangible assets including routes of approximately $211.4 million with a weighted average useful life of 10 years, $223.1 million in permits with a weighted average useful life of 15 years and patents and other intangibles of approximately $15.5 million with a weighted average useful life of 8 years. The VION Acquisition is a taxable stock sale and as a result there were deferred taxes that were created. Due to the complexity and timing of the VION Acquisition, the Company is still assessing the provisional amounts recorded for assets acquired and accrued liabilities assumed; thus, the final determination of the value of assets acquired and liabilities assumed may result in retrospective adjustments to the values presented above with a corresponding adjustment to goodwill and if material, retrospective adjustments to earnings would be required. | ||||
The Company also incurred selling and general administrative expenses as part of the Rothsay Acquisition and the VION Acquisition for consulting and legal expenses in the amount of approximately $15.9 million during the first quarter of fiscal 2014. | ||||
The amount of revenue and net income/loss from the VION Acquisition included in the Company’s consolidated statement of operations for the three months ended March 29, 2014 were $489.6 million and a loss of approximately $19.9 million, respectively. | ||||
On October 28, 2013, Darling completed the acquisition of substantially all of the assets of Rothsay for approximately CAD $640.2 million (approximately USD$612.6 million at the exchange rate of CAD$1.00:USD$0.9569) comprised of cash of CAD$644.5 million less a contingent receivable of approximately CAD$4.3 million due to over payment for working capital, which was returned by MFI in the first quarter of fiscal 2014. The cash portion of the Rothsay Acquisition was funded through a combination of borrowings under Darling's senior secured revolving credit facility and term loan facility. Rothsay has a network of five rendering plants in Manitoba, Ontario and Nova Scotia and a biodiesel operation in Quebec, Canada. The Rothsay Acquisition not only adds significant scale by expanding the Company's geographic footprint into Canada, but also provides the Company with an opportunity for synergies by sharing best practices between Rothsay and the Company's existing operations and by improving efficiencies. | ||||
As a result of the Rothsay Acquisition and the VION Acquisition, effective October 28, 2013 and January 7, 2014, respectively, the Company began including the operations of the Rothsay Acquisition and the VION Acquisition into the Company's consolidated financial statements. The following table presents selected pro forma information, for comparative purposes, assuming the Rothsay Acquisition and the VION Acquisition had occurred on December 30, 2012 for the periods presented (unaudited) (in thousands, except per share data): | ||||
30-Mar-13 | ||||
Net sales | $ | 1,037,714 | ||
Income from continuing operations | 82,514 | |||
Net income | 64,916 | |||
Earnings per share | ||||
Basic | $ | 0.39 | ||
Diluted | $ | 0.39 | ||
The selected unaudited pro forma information is not necessarily indicative of the consolidated results of operations for future periods or the results of operations that would have been realized had the VION Acquisition and the Rothsay Acquisition actually occurred on December 30, 2012 and excludes certain nonrecurring transactions directly related to the acquisitions. | ||||
The Company notes the acquisitions discussed below are not considered related businesses and therefore, are not required to be treated as a single business combination. Pro forma results of operations for these acquisitions have not been presented because the effect of each acquisition individually is not deemed material to revenues and net income of the Company for any fiscal period presented. | ||||
On August 26, 2013, a wholly-owned subsidiary of Darling, Darling AWS LLC, a Delaware limited liability company, acquired all of the shares of Terra Holding Company, a Delaware corporation, and its wholly owned subsidiaries, Terra Renewal Services, Inc., an Arkansas corporation ("TRS"), and EV Acquisition, Inc., an Arkansas corporation (the "Terra Transaction"). The Terra Transaction increased the Company's rendering portfolio by adding an additional grease collection business to the Company's existing Feed Ingredients segment and adding an industrial residuals business as a new line of service for the Company's feed raw material suppliers within the Feed Ingredients segment. | ||||
Effective August 26, 2013, the Company began including the operations acquired in the Terra Transaction into the Company's consolidated financial statements. The Company paid approximately $122.1 million in cash including an additional $0.7 million for working capital in the first quarter of fiscal 2014, for assets and assumed liabilities consisting of property, plant and equipment of $27.7 million, intangible assets of $46.2 million, goodwill of $65.7 million, deferred tax liability of $24.1 million and working capital of $6.6 million on the closing date. The goodwill from the Terra Transaction was assigned to the Feed Ingredients segment and is not deductible for tax purposes, though TRS has approximately $5.2 million of goodwill deductible for tax purposes related to prior acquisitions. The identifiable intangibles have a weighted average life of 12 years. Final determination of the value of assets acquired and liabilities assumed may result in adjustments to the values presented above with a corresponding adjustment to goodwill. |
Inventories_Notes
Inventories (Notes) | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories | ||||||||
A summary of inventories follows (in thousands): | ||||||||
29-Mar-14 | 28-Dec-13 | |||||||
Finished product | $ | 285,019 | $ | 57,681 | ||||
WIP | 76,727 | — | ||||||
Supplies and other | 48,775 | 7,452 | ||||||
$ | 410,521 | $ | 65,133 | |||||
Following the VION Acquisition, the Company began to carry larger amounts of inventories as compared to historical periods because the gelatin and casing usiness purchased in the VION Acquisition traditionally have required longer processing periods to produce the end product and greater available inventory than Darling's historical products require. The Company's work in process inventory represents inventory in the Food Ingredients segment that is in various stages of processing. |
Investment_in_Unconsolidated_S
Investment in Unconsolidated Subsidiary | 3 Months Ended | ||||||||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | ' | ||||||||||||||||||||||
Investment in Unconsolidated Subsidiary | ' | ||||||||||||||||||||||
Investment in Unconsolidated Subsidiary | |||||||||||||||||||||||
The Company announced on January 21, 2011 that a wholly-owned subsidiary of Darling entered into a limited liability company agreement with a wholly-owned subsidiary of Valero Energy Corporation (“Valero”) to form Diamond Green Diesel Holdings LLC (the “DGD Joint Venture”). The DGD Joint Venture is owned 50% / 50% with Valero and was formed to design, engineer, construct and operate a renewable diesel plant (the “DGD Facility”), which is capable of producing approximately 9,300 barrels per day of renewable diesel fuel and certain other co-products, and is located adjacent to Valero's refinery in Norco, Louisiana. The DGD Joint Venture reached mechanical completion and began the production of renewable diesel in late June 2013. | |||||||||||||||||||||||
On May 31, 2011, the DGD Joint Venture and Diamond Green Diesel LLC, a wholly-owned subsidiary of the DGD Joint Venture (“Opco”), entered into (i) a facility agreement (the “Facility Agreement”) with Diamond Alternative Energy, LLC, a wholly-owned subsidiary of Valero (the “Lender”), and (ii) a loan agreement (the “Loan Agreement”) with the Lender, which provided the DGD Joint Venture with a 14 year multiple advance term loan facility of approximately $221,300,000 (the “JV Loan”) to support the design, engineering and construction of the DGD Facility, which is now in production. The Facility Agreement and the Loan Agreement prohibit the Lender from assigning all or any portion of the Facility Agreement or the Loan Agreement to unaffiliated third parties. Opco has also pledged substantially all of its assets to the Lender, and the DGD Joint Venture has pledged all of Opco's equity interests to the Lender, until the JV Loan has been paid in full and the JV Loan has terminated in accordance with its terms. | |||||||||||||||||||||||
In addition to the DGD Joint Venture, the Company has investments in other unconsolidated subsidiaries that were acquired in the VION Acquisition that are insignificant to the Company. Selected financial information for the Company's DGD Joint Venture is as follows: | |||||||||||||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||||||||||||
As of March 31, 2014 | 31-Mar-14 | 31-Mar-13 | |||||||||||||||||||||
Total Assets | Members' Equity | Revenues | Net Income | Revenues | Net Loss | ||||||||||||||||||
$ | 491,826 | $ | 239,576 | $ | 119,657 | $ | 9,348 | $ | — | $ | (1,195 | ) | |||||||||||
As of March 29, 2014 under the equity method of accounting, the Company has an investment in the DGD Joint Venture of approximately $119.8 million on the consolidated balance sheet and has recorded approximately $4.7 million of income and $1.2 million in losses in the unconsolidated subsidiary for the three months ended March 29, 2014 and March 30, 2013, respectively. |
Debt
Debt | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Debt | ' | |||||||
Debt | ||||||||
Debt consists of the following (in thousands): | ||||||||
29-Mar-14 | 28-Dec-13 | |||||||
Amended Credit Agreement and Former Credit Agreement: | ||||||||
Revolving Credit Facility | $ | 219,015 | $ | 286,676 | ||||
Term Loan A | 333,964 | 340,030 | ||||||
Term Loan B | 1,300,536 | — | ||||||
5.375% Senior Notes due 2022 | 500,000 | — | ||||||
8.5% Senior Notes due 2018 | — | 250,000 | ||||||
Other Notes and Obligations | 39,430 | 10,129 | ||||||
2,392,945 | 886,835 | |||||||
Less Current Maturities | 62,451 | 19,888 | ||||||
$ | 2,330,494 | $ | 866,947 | |||||
At March 29, 2014, the Company had outstanding debt under a term loan facility and revolving credit facility denominated in Canadian dollars of CAD$148.1 million and CAD$48.0 million, respectively. See below for discussion relating to the Company's debt agreements. In addition, at March 29, 2014, the Company had capital lease obligations denominated in Canadian dollars included in debt. The current capital lease obligation and long-term capital lease obligation in Canadian dollars was approximately CAD$3.1 million and CAD$6.9 million, respectively. | ||||||||
At March 29, 2014, the Company had outstanding debt under a term loan facility and revolving credit facility denominated in euros of €510.0 million and €15.0 million, respectively. | ||||||||
Senior Secured Credit Facilities. On January 6, 2014, Darling, Darling International Canada Inc. ("Darling Canada") and Darling International NL Holdings B.V. ("Darling NL") entered into a Second Amended and Restated Credit Agreement (the "Amended Credit Agreement"), restating its then existing Amended and Restated Credit Agreement (the "Former Credit Agreement") dated September 27, 2013, with the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents from time to time party thereto. | ||||||||
The Amended Credit Agreement provides for senior secured credit facilities in the aggregate principal amount of $2.65 billion comprised of (i) the Company's $350.0 million term loan A facility, (ii) the Company's $1.3 billion term loan B facility and (iii) the Company's $1.0 billion five-year revolving loan facility (approximately $250.0 million of which is available for a letter of credit sub-facility and $50.0 million of which is available for a swingline sub-facility) (collectively, the "Senior Secured Credit Facilities"). The Amended Credit Agreement also permits Darling and the other borrowers thereunder to incur ancillary facilities provided by any revolving lender party to the Senior Secured Credit Facilities (with certain restrictions). Up to $350.0 million of the revolving loan facility is available to be borrowed by Darling in U.S. dollars, Canadian dollars, euros and other currencies to be agreed and available to each applicable lender, to be borrowed in Canadian dollars by Darling Canada and to be borrowed in U.S. dollars, euros and other currencies to be agreed and available to each applicable lender by Darling NL and certain other foreign subsidiaries of Darling who were added as borrowers following January 6, 2014. On January 6, 2013, $600.0 million of the term loan B facility was borrowed in U.S. dollars by Darling and the euro equivalent of $700.0 million of the term loan B facility was borrowed in euros by Darling NL. Those borrowings under the term loan B facility are currently outstanding. The proceeds of the term loan B facility and a portion of the revolving loan facility were used by Darling to pay a portion of the consideration for the VION Acquisition. The revolving loan facility will also be used for working capital needs, general corporate purposes and other purposes not prohibited by the Amended Credit Agreement. | ||||||||
As of March 29, 2014, the Company has borrowed all $350.0 million of the term loan A facility which, when repaid, cannot be reborrowed. The term loan A facility is repayable in quarterly installments as follows: for the first eight quarters, 1.25% of the original principal amount of the term loan A facility, for the ninth through sixteenth quarters, 1.875% of the original principal amount of the term loan A facility, and for each quarterly installment after such sixteenth installment until September 27, 2018, 3.75% of the original principal amount of the term loan A facility. The term loan A facility will mature on September 27, 2018. | ||||||||
As of March 29, 2014, the Company has borrowed all $1.3 billion under the terms of the term loan B facility, which when repaid, cannot be reborrowed. The term loan B facility is repayable in quarterly installments of 0.25% of the aggregate principal amount of the relevant term loan B facility on the last day of each March, June, September and December of each year commencing on the last day of each month falling on or after the last day of the first full quarter of the closing date of the VION Acquisition and continuing until the last day of each quarter period ending immediately prior to the term loan B maturity date; and one final installment in the amount of the relevant term loan B facility then outstanding, due on the term loan B maturity date. The term loan B facility will mature on January 7, 2021. | ||||||||
The interest rate applicable to any borrowings under the term loan A facility and the revolving loan facility will equal either LIBOR/euro interbank offered rate/CDOR plus 2.50% per annum or base rate/Canadian prime rate plus 1.50% per annum, subject to certain step-downs based on the Company's total leverage ratio. The interest rate applicable to any borrowings under the term loan B facility will equal (a) for U.S. dollar term loans, either the base rate plus 1.50% or LIBOR plus 2.50%, and (b) for euro term loans, the euro interbank offered rate plus 2.75%, in each case subject to a step-down based on Darling’s total leverage ratio. For term loan B loans, the LIBOR rate shall not be less than 0.75%. | ||||||||
At March 29, 2014, the Company had $200.0 million outstanding under the term loan A facility and $155.0 million under the revolver at LIBOR plus a margin of 2.5% per annum for a total of 2.6875% per annum. The Company had $600.0 million outstanding under the term loan B facility at LIBOR plus a margin of 2.5% per annum for a total of 3.25% per annum. The Company had CAD$148.1 million outstanding under the term loan A facility and CAD$48.0 million outstanding under the revolver at CDOR plus a margin of 2.5% per annum for a total of 3.82% per annum. The Company had €510.0 million outstanding under the term loan B facility at LIBOR plus a margin of 2.75% per annum for a total of 3.5% per annum. The Company had €15.0 million outstanding under the revolver at LIBOR plus a margin of 2.5% per annum for a total of 2.737% per annum. As of March 29, 2014, the Company had availability of $748.3 million under the Credit Agreement taking into account amounts borrowed and letters of credit issued of $32.7 million. In addition, the Company has capitalized approximately $35.4 million of deferred loan costs during the first quarter of fiscal 2014. | ||||||||
The Amended Credit Agreement contains various customary representations and warranties by Darling and its subsidiaries, which include customary use of materiality, material adverse effect and knowledge qualifiers. The Amended Credit Agreement also contains (a) certain affirmative covenants that impose certain reporting and/or performance obligations on Darling and its subsidiaries, (b) certain negative covenants that generally prohibit, subject to various exceptions, Darling and its restricted subsidiaries from taking certain actions, including, without limitation, incurring indebtedness, making investments, incurring liens, paying dividends and engaging in mergers and consolidations, sale and leasebacks and asset dispositions, (c) financial covenants, which include a maximum total leverage ratio, a maximum secured leverage ratio and a minimum interest coverage ratio and (d) customary events of default (including a change of control) for financings of this type. Obligations under the Senior Secured Credit Facilities may be declared due and payable upon the occurrence and during the continuance of customary events of default. | ||||||||
Pursuant to the Second Amended and Restated Security Agreement, dated as of January 6, 2014 (the "Security Agreement"), by and among Darling, its domestic subsidiaries signatory thereto and any other domestic subsidiary who may become a party thereto and JPMorgan Chase Bank, N.A., as administrative agent, the Senior Secured Credit Facilities are secured, subject to certain carveouts and exceptions, by a first priority lien on substantially all of the assets of Darling and such domestic subsidiaries. The obligations of Darling Canada, Darling NL and any other foreign borrower under the Senior Secured Credit Facilities will also be secured by a first priority lien on certain assets of certain of Darling’s foreign subsidiaries (including, after the VION Acquisition, certain of the subsidiaries acquired from VION) organized in Canada, Belgium, Germany, the Netherlands and Brazil, subject to certain carveouts and exceptions. | ||||||||
Pursuant to the Second Amended and Restated Guaranty Agreement, dated as of January 6, 2014 (the "Guaranty Agreement"), (a) the obligations of Darling under the Senior Secured Credit Facilities are guaranteed by certain of Darling’s wholly-owned domestic subsidiaries and (b) the obligations of Darling Canada, Darling NL and any other foreign borrower under the Senior Secured Credit Facilities are guaranteed by Darling and certain of its domestic and foreign wholly-owned subsidiaries, in each case subject to certain carveouts and exceptions. | ||||||||
Senior Notes due 2022. On December 18, 2013, Darling Escrow Corporation ("Darling Escrow Sub"), a Delaware corporation and wholly-owned subsidiary of Darling entered into a purchase agreement (the “Original Purchase Agreement”) with the initial purchasers party thereto (the "Initial Purchasers"), for the sale of $500.0 million aggregate principal amount of its 5.375% Notes due 2022 (the "5.375% Notes"). On January 2, 2014, the 5.375% Notes, which were offered in a private offering in connection with the VION Acquisition, were issued pursuant to a 5.375% Notes Indenture, dated as of January 2, 2014 (the "Original Indenture"), among Darling Escrow Sub, the Subsidiary Guarantors (as defined in the Original Indenture) party thereto from time to time and U.S. Bank National Association, as trustee (the "Trustee"), with the gross proceeds from the offering of the 5.375% Notes and certain additional amounts deposited in an escrow account pending the satisfaction of certain conditions, including the completion of the VION Acquisition, which occurred on January 7, 2014. | ||||||||
On January 8, 2014 (the "Notes Closing Date"), Darling Escrow Sub merged (the "Notes Merger") with and into Darling (with Darling as the survivor of the Notes Merger), pursuant to an Agreement and Plan of Merger, dated January 8, 2014, between Darling Escrow Sub and Darling. | ||||||||
In connection with the completion of the Notes Merger, pursuant to the provisions of the Original Indenture and the Original Purchase Agreement, Darling Escrow Sub, Darling and certain of Darling’s subsidiaries: Craig Protein Division, Inc., Darling AWS LLC, Darling National LLC, Darling Northstar LLC, Darling Global Holdings Inc., EV Acquisition, Inc., Griffin Industries LLC, Terra Holding Company and Terra Renewal Services Inc. (such subsidiaries, the "Guarantors") entered into a supplemental indenture with the Trustee (the "Supplemental Indenture," and together with the Original Indenture, the "Indenture"), pursuant to which, upon effectiveness of the Notes Merger, Darling assumed all the obligations of Darling Escrow Sub under the 5.375% Notes and the Indenture and the Guarantors guaranteed the 5.375% Notes and agreed to be bound by the terms of the Indenture applicable to subsidiary guarantors of the 5.375% Notes. In addition, in accordance with the provisions of the Original Purchase Agreement, upon the completion of the Notes Merger, Darling and the Guarantors became parties to the Original Purchase Agreement, by entering into a Joinder to the Purchase Agreement, dated as of the Notes Closing Date (together with the Original Purchase Agreement, the "Purchase Agreement"), with the Initial Purchasers. Upon satisfaction of the escrow release conditions on the Closing Date, the proceeds from the offering of the 5.375% Notes were released from the escrow account in accordance with Darling’s written instructions. Darling used a portion of the proceeds from the offering of the 5.375% Notes to pay the Initial Purchasers’ commission related to the offering of the 5.375% Notes and certain fees and expenses (including bank fees and expenses) related to the financing of the VION Acquisition and for purposes of satisfying, discharging and redeeming its 8.5% Notes due 2018 discussed below. | ||||||||
Darling used the remaining proceeds of the 5.375% Notes to pay certain other fees and expenses related to the completion of the VION Acquisition and its related financings, to repay a portion of the borrowings under its revolving credit facility used to fund a portion of the consideration for the VION Acquisition and for general corporate purposes, which may include the repayment of indebtedness. | ||||||||
The Purchase Agreement contains customary representations, warranties and agreements by Darling and the Guarantors. In addition, Darling and the Guarantors have agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"), or to contribute to payments the Initial Purchasers may be required to make because of any of those liabilities. | ||||||||
The 5.375% Notes will mature on January 15, 2022. Darling will pay interest on the 5.375% Notes on January 15 and July 15 of each year, commencing on July 15, 2014. Interest on the 5.375% Notes will accrue at a rate of 5.375% per annum and be payable in cash. | ||||||||
The 5.375% Notes are currently guaranteed on an unsecured senior basis by the Guarantors, which constitute all of Darling’s existing restricted subsidiaries that guarantee the Amended Credit Agreement (other than Darling’s foreign subsidiaries). Under the Indenture, each restricted subsidiary of Darling (other than Darling’s foreign subsidiaries and certain of Darling’s subsidiaries that engage solely in the financing of receivables and are so designated by Darling) is required to guarantee the 5.375% Notes (a) if the Amended Credit Agreement is outstanding and such restricted subsidiary guarantees the Amended Credit Agreement and (b) if the Amended Credit Agreement is not outstanding, if such restricted subsidiary incurs or guarantees certain indebtedness in excess of $50.0 million. | ||||||||
The 5.375% Notes will rank senior in right of payment to all existing and future debt of Darling that is expressly subordinated in right of payment to the 5.375% Notes. The 5.375% Notes will rank equally in right of payment with all existing and future liabilities of Darling that are not so subordinated. The 5.375% Notes will be effectively subordinated to all of the existing and future secured debt of Darling and the Guarantors, including debt under the Amended Credit Agreement, to the extent of the value of the assets securing such debt. The 5.375% Notes will be structurally subordinated to all of the existing and future liabilities (including trade payables) of each of the subsidiaries of Darling that do not guarantee the 5.375% Notes. | ||||||||
The guarantees by the Guarantors (the "5.375% Note Guarantees") will rank senior in right of payment to all existing and future debt of the Guarantors that is expressly subordinated in right of payment to the 5.375% Note Guarantees. The 5.375% Note Guarantees will rank equally in right of payment with all existing and future liabilities of the Guarantors that are not so subordinated. The 5.375% Note Guarantees will be effectively subordinated to all of the existing and future secured debt of the Guarantors including debt under the Amended Credit Agreement, to the extent of the value of the assets securing such debt. Each 5.375% Note Guarantee will be structurally subordinated to all of the existing and future liabilities (including trade payables) of each of the subsidiaries of such Guarantor that do not guarantee the 5.375% Notes. | ||||||||
Darling is not required to make any mandatory redemption or sinking fund payments with respect to the 5.375% Notes. However, under certain circumstances, Darling may be required to offer to purchase 5.375% Notes as described under "Change of Control" and "Asset Sale Proceeds" below. Darling may at any time and from time to time purchase 5.375% Notes in the open market or otherwise. | ||||||||
Darling may redeem some or all of the 5.375% Notes at any time prior to January 15, 2017, at a redemption price equal to 100% of the principal amount of the 5.375% Notes redeemed, plus accrued and unpaid interest to the redemption date and an Applicable Premium (as defined below) as of the date of redemption, subject to the rights of holders on the relevant record date to receive interest due on the relevant interest payment date. The “Applicable Premium” means, with respect to any 5.375% Note at any redemption date, the greater of: (i) 1.0% of the principal amount of such 5.375% Note; and (ii) the excess, if any, of (A) the present value as of such redemption date of (1) the redemption price of such 5.375% Note at January 15, 2017 (such redemption price being set forth in the table below), plus (2) all required interest payments due on such 5.375% Note through January 15, 2017 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the applicable treasury rate as of such redemption date plus 50 basis points, over (B) the principal amount of such 5.375% Note. | ||||||||
On and after January 15, 2017, Darling may redeem all or, from time to time, a part of the 5.375% Notes (including any additional 5.375% Notes), at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest on the 5.375% Notes, if any, to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on January 15 of the years indicated below: | ||||||||
Year | Percentage | |||||||
2017 | 104.03% | |||||||
2018 | 102.69% | |||||||
2019 | 101.34% | |||||||
2020 and thereafter | 100.00% | |||||||
In addition, prior to January 15, 2017, Darling may on one or more occasions redeem up to 40% of the original principal amount of the 5.375% Notes (calculated after giving effect to the issuance of any additional 5.375% Notes) with the net cash proceeds of one or more equity offerings at a redemption price equal to 105.375% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that at least 50% of the original principal amount of the 5.375% Notes (calculated after giving effect to the issuance of any additional 5.375% Notes) remains outstanding after each such redemption; provided further that the redemption occurs within 90 days after the closing of such equity offering. | ||||||||
Change of Control. If a Change of Control (as defined in the Indenture) occurs, unless Darling has exercised its right to redeem all the 5.375% Notes as described above under “Optional Redemption,” each holder will have the right to require Darling to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such holder’s 5.375% Notes at a purchase price in cash equal to 101% of the principal amount of the 5.375% Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). | ||||||||
Asset Sale Proceeds. If Darling or its subsidiaries engage in certain Asset Dispositions (as defined in the Indenture), Darling generally must, within specific periods of time, either prepay, repay or repurchase certain of its or its Restricted Subsidiaries’ indebtedness or make an offer to purchase a principal amount of the 5.375% Notes and certain other debt equal to the excess net cash proceeds, or invest the net cash proceeds from such sales in additional assets. The purchase price of the 5.375% Notes will be 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase. | ||||||||
The Indenture contains covenants limiting Darling’s ability and the ability of its restricted subsidiaries to, among other things: incur additional indebtedness or issue preferred stock; pay dividends on or make other distributions or repurchase of Darling’s capital stock or make other restricted payments; create restrictions on the payment of dividends or other amounts from Darling’s restricted subsidiaries to Darling or Darling’s other restricted subsidiaries; make loans or investments; enter into certain transactions with affiliates; create liens; designate Darling’s subsidiaries as unrestricted subsidiaries; and sell certain assets or merge with or into other companies or otherwise dispose of all or substantially all of Darling’s assets. | ||||||||
The Indenture also provides for customary events of default, including, without limitation, payment defaults, covenant defaults, cross acceleration defaults to certain other indebtedness in excess of specified amounts, certain events of bankruptcy and insolvency and judgment defaults in excess of specified amounts. If any such event of default occurs and is continuing under the Indenture, the Trustee or the holders of at least 25% in principal amount of the total outstanding 5.375% Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding 5.375% Notes issued under the Indenture to be due and payable immediately. | ||||||||
Holders of the 5.375% Notes have the benefit of registration rights. In connection with the assumption of the 5.375% Notes by Darling and the guarantee of the 5.375% Notes by the Guarantors, on the Notes Closing Date, Darling and the Guarantors became parties to, and Darling assumed all of Darling Escrow Sub’s obligations under, a registration rights agreement, dated as of January 2, 2014 (the "Original Registration Rights Agreement"), among Darling Escrow Sub, and the Initial Purchasers, by entering into a Joinder to the Registration Rights Agreement, dated as of the Closing Date (the "Registration Rights Agreement Joinder” and together with the Original Registration Rights Agreement, the “Registration Rights Agreement"), with the Initial Purchasers. Under the Registration Rights Agreement, Darling and the Guarantors have agreed to consummate a registered exchange offer for the 5.375% Notes under the Securities Act within 270 days after the Notes Closing Date. Darling and the Guarantors have agreed to file and keep effective for a certain time period under the Securities Act a shelf registration statement for the resale of the 5.375% Notes if an exchange offer cannot be effected and under certain other circumstances. Darling will be required to pay additional interest on the 5.375% Notes if it fails to timely comply with its obligations under the Registration Rights Agreement until such time as it complies. | ||||||||
Senior Notes due 2018. On December 17, 2010, Darling issued $250.0 million aggregate principal amount of its 8.5% Senior Notes due 2018 (the "8.5% Notes") under an indenture with U.S. Bank National Association, as trustee. On February 7, 2014, the Company completed the redemption of the 8.5% Notes for $280.4 million, which included a redemption premium of approximately $27.3 million and accrued and unpaid interest of approximately $3.1 million. | ||||||||
The Credit Agreement and the Senior Notes due 2022 and 2018 consisted of the following elements at March 29, 2014 and December 28, 2013, respectively (in thousands): | ||||||||
March 29, | December 28, | |||||||
2014 | 2013 | |||||||
Senior Notes: | ||||||||
5.375% Senior Notes due 2022 | $ | 500,000 | $ | — | ||||
8.5% Senior Notes due 2018 | $ | — | $ | 250,000 | ||||
Senior Secured Credit Facilities: | ||||||||
Term Loan A | $ | 333,964 | $ | 340,030 | ||||
Term Loan B | $ | 1,300,536 | $ | — | ||||
Revolving Credit Facility: | ||||||||
Maximum availability | $ | 1,000,000 | $ | 1,000,000 | ||||
Borrowings outstanding | 219,015 | 286,676 | ||||||
Letters of credit issued | 32,662 | 32,662 | ||||||
Availability | $ | 748,323 | $ | 680,662 | ||||
The obligations of the Company under the Amended Credit Agreement are guaranteed by Darling National LLC, a Delaware limited liability company ("Darling National"), Griffin Industries LLC, a Kentucky limited liability company ("Griffin"), and its subsidiary, Craig Protein Division, Inc ("Craig Protein"), Darling AWS LLC, Terra Holding Company, Darling Global Holdings Inc., Darling Northstar LLC, Terra Renewal Services, Inc. and EV Acquisition, Inc., each of which is a wholly-owned subsidiary of the Company, and are secured, subject to certain exceptions, by a perfected first priority security interest in all tangible and intangible personal property of the Company and the guarantors, including a pledge of 100% of the equity interests of certain domestic subsidiaries and 65% of the equity interests of certain foreign subsidiaries. The 5.375% Notes are guaranteed by each of the foregoing subsidiaries, and effective as of January 6, 2014, the 5.375% Notes are secured on an equal and ratable basis with the Company's and the guarantors' obligations under the Amended Credit Agreement. The 5.375% Notes and the guarantees thereof rank equally in right of payment to any existing and future senior debt of Darling and the guarantors, including debt that is secured by the collateral for the Amended Credit Agreement and the 5.375% Notes. The 5.375% Notes and the guarantees thereof will be effectively junior to existing and future debt of Darling and the guarantors that is secured by assets that do not constitute collateral for the Amended Credit Agreement and the 5.375% Notes, to the extent of the value of the assets securing such debt. The 5.375% Notes and the guarantees thereof will be structurally subordinated to all of the existing and future liabilities (including trade payables) of each of the subsidiaries of Darling that do not guarantee the 5.375% Notes. | ||||||||
The Company's financial covenants are first effective for fiscal quarter ending June 28, 2014, which is the first full fiscal quarter after January 6, 2014. As of March 29, 2014, the Company believes it is in compliance with all of the financial covenants, as well as all of the other covenants, contained in the Credit Agreement and the Indenture. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 29, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
The Company has provided income taxes for the three-month periods ended March 29, 2014 and March 30, 2013, based on its estimate of the effective tax rate for the entire 2014 and 2013 fiscal years. For fiscal 2014, the Company’s effective tax rate is significantly affected by the VION Acquisition including non-deductible acquisition costs, Subpart F and entities that are subject to income tax at various tax rates in their countries of operation that differ from the U.S. statutory tax rate. | |
The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company’s net deferred tax liability increased by approximately $338.4 million in the three month period ended March 29, 2014 principally due to deferred tax liabilities acquired in the stock acquisition resulting in carryover tax basis in the VION Acquisition including the accumulated earnings of certain foreign joint ventures. The Company expects to indefinitely reinvest the earnings of its foreign subsidiaries outside of the United States and has generally not provided deferred income taxes on the accumulated earnings of its foreign subsidiaries. | |
The Company periodically assesses whether it is more likely than not that it will generate sufficient taxable income to realize its deferred income tax assets. In making this determination, the Company considers all available positive and negative evidence and makes certain assumptions. The Company considers, among other things, its deferred tax liabilities, the overall business environment, its historical earnings and losses, current industry trends and its outlook for future years. Certain VION Companies acquired as part of the VION Acquisition have deferred tax assets for tax loss carryforwards, and the Company has recorded valuation allowances in respect to those losses in the purchase accounting for the acquisition to the extent it has been determined that it is not more likely than not that the deferred tax assets will be realized. | |
Unrecognized tax benefits represent the difference between tax positions taken or expected to be taken in a tax return and the benefits recognized for financial statement purposes. The Company’s uncertain tax positions increased by $8.2 million during the three month period ended March 29, 2014 primarily related to the recording of positions from the VION Acquisition in purchase accounting. At March 29, 2014, the Company had $5.8 million of gross unrecognized tax benefits and $3.1 million of related accrued interest and penalties. It is reasonably possible within the next twelve months that the Company’s gross unrecognized tax benefits may decrease by up to $3.3 million, excluding interest and penalties, primarily due to potential settlements and expiration of certain statutes of limitations. | |
The Company’s major taxing jurisdictions include the U.S. (federal and state), Canada, the Netherlands, Belgium, Brazil, Germany, France and China. The Company is subject to regular examination by various tax authorities and although the final outcome of these examinations is not yet determinable, the Company does not anticipate that any of the examinations will have a significant impact on the Company's results of operations or financial position. The statute of limitations for the Company’s major tax jurisdictions is open for varying periods, but is generally closed through the 2006 tax year. |
Other_Comprehensive_Income
Other Comprehensive Income | 3 Months Ended | ||||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||
Comprehensive Income | ' | ||||||||||||||||||
Other Comprehensive Income | |||||||||||||||||||
The Company follows Financial Accounting Standards Board ("FASB") authoritative guidance for reporting and presentation of comprehensive income or loss and its components. Other comprehensive income (loss) is derived from adjustments that reflect pension adjustments, natural gas derivative adjustments, corn option adjustments and interest rate swap derivative adjustments. The components of other comprehensive income (loss) and the related tax impacts for the three months ended March 29, 2014 and March 30, 2013 are as follows (in thousands): | |||||||||||||||||||
Three Months Ended | |||||||||||||||||||
Before-Tax | Tax (Expense) | Net-of-Tax | |||||||||||||||||
Amount | or Benefit | Amount | |||||||||||||||||
March 29, 2014 | March 30, 2013 | March 29, 2014 | March 30, 2013 | March 29, 2014 | March 30, 2013 | ||||||||||||||
Defined benefit pension plans | |||||||||||||||||||
Amortization of prior service cost | $ | 4 | $ | 15 | $ | (2 | ) | $ | (6 | ) | $ | 2 | $ | 9 | |||||
Amortization of actuarial loss | 519 | 1,300 | (201 | ) | (504 | ) | 318 | 796 | |||||||||||
Total defined benefit pension plans | 523 | 1,315 | (203 | ) | (510 | ) | 320 | 805 | |||||||||||
Natural gas swap derivatives | |||||||||||||||||||
Loss/(gain) reclassified to net income | (357 | ) | 57 | 139 | (22 | ) | (218 | ) | 35 | ||||||||||
Gain/(loss) activity recognized in other comprehensive income (loss) | 172 | 184 | (67 | ) | (71 | ) | 105 | 113 | |||||||||||
Total natural gas swap derivatives | (185 | ) | 241 | 72 | (93 | ) | (113 | ) | 148 | ||||||||||
Corn option derivatives | |||||||||||||||||||
Loss/(gain) reclassified to net income | (1,292 | ) | (42 | ) | 501 | 16 | (791 | ) | (26 | ) | |||||||||
Gain/(loss) activity recognized in other comprehensive income (loss) | (1,319 | ) | 1,591 | 512 | (616 | ) | (807 | ) | 975 | ||||||||||
Total corn option derivatives | (2,611 | ) | 1,549 | 1,013 | (600 | ) | (1,598 | ) | 949 | ||||||||||
Foreign currency translation | 20,615 | — | — | — | 20,615 | — | |||||||||||||
Other comprehensive income (loss) | $ | 18,342 | $ | 3,105 | $ | 882 | $ | (1,203 | ) | $ | 19,224 | $ | 1,902 | ||||||
The following table presents the amounts reclassified out of each component of other comprehensive income (loss), net of tax for the three months ended March 29, 2014 and March 30, 2013 as follows (in thousands): | |||||||||||||||||||
Three Months Ended | |||||||||||||||||||
March 29, 2014 | March 30, 2013 | Statement of Operations Classification | |||||||||||||||||
Derivative instruments | |||||||||||||||||||
Natural gas swap derivatives | $ | 357 | $ | (57 | ) | Cost of sales and operating expenses | |||||||||||||
Corn option derivatives | 1,292 | 42 | Cost of sales and operating expenses | ||||||||||||||||
1,649 | (15 | ) | Total before tax | ||||||||||||||||
(640 | ) | 6 | Income taxes | ||||||||||||||||
1,009 | (9 | ) | Net of tax | ||||||||||||||||
Defined benefit pension plans | |||||||||||||||||||
Amortization of prior service cost | $ | (4 | ) | $ | (15 | ) | (a) | ||||||||||||
Amortization of actuarial loss | (519 | ) | (1,300 | ) | (a) | ||||||||||||||
(523 | ) | (1,315 | ) | Total before tax | |||||||||||||||
203 | 510 | Income taxes | |||||||||||||||||
(320 | ) | (805 | ) | Net of tax | |||||||||||||||
Total reclassifications | $ | 689 | $ | (814 | ) | Net of tax | |||||||||||||
(a) | These items are included in the computation of net periodic pension cost. See Note 9 Employee Benefit Plans for additional information. | ||||||||||||||||||
The following table presents changes in each component of accumulated comprehensive income (loss) as of March 29, 2014 as follows (in thousands): | |||||||||||||||||||
Three Months Ended March 29, 2014 | |||||||||||||||||||
Foreign Currency | Derivative | Defined Benefit | |||||||||||||||||
Translation | Instruments | Pension Plans | Total | ||||||||||||||||
Accumulated Other Comprehensive Income (loss) December 28, 2013, net of tax | $ | (14,502 | ) | $ | 1,448 | $ | (16,369 | ) | $ | (29,423 | ) | ||||||||
Other comprehensive gain before reclassifications | 20,615 | (62 | ) | — | 20,553 | ||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | — | (1,649 | ) | 320 | (1,329 | ) | |||||||||||||
Net current-period other comprehensive income | 20,615 | (1,711 | ) | 320 | 19,224 | ||||||||||||||
Accumulated Other Comprehensive Income (loss) March 29, 2014, net of tax | 6,113 | $ | (263 | ) | $ | (16,049 | ) | $ | (10,199 | ) | |||||||||
Employee_Benefit_Plans
Employee Benefit Plans | 3 Months Ended | |||||||||||||
Mar. 29, 2014 | ||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | |||||||||||||
Employee Benefit Plans | ' | |||||||||||||
Employee Benefit Plans | ||||||||||||||
The Company has retirement and pension plans covering a substantial number of its employees. Most retirement benefits are provided by the Company under separate final-pay noncontributory and contributory defined benefit and defined contribution plans for all salaried and hourly employees (excluding those covered by union-sponsored plans) who meet service and age requirements. Defined benefits are based principally on length of service and earnings patterns during the five years preceding retirement. During the third quarter of fiscal 2011, as part of the initiative to combine Darling's then existing retirement benefit programs, the Company's Board of Directors authorized the Company to proceed with the restructuring of its retirement benefit program effective January 1, 2012, to include the closing of Darling's salaried and hourly defined benefit plans to new participants as well as the freezing of service and wage accruals thereunder effective December 31, 2011 (a curtailment of these plans for financial reporting purposes) and the enhancing of benefits under the Company's defined contribution plans. The Company-sponsored hourly union plan has not been curtailed; however, several locations of the Company-sponsored hourly union plan have been curtailed as a result of collective bargaining renewals for those sites. | ||||||||||||||
As a result of the Rothsay Acquisition, certain employees of MFI became employees of the Company. Pursuant to the terms of the purchase and sale agreement, the pension benefits of these employees in respect to service prior to October 28, 2013 remain the responsibility of MFI. Benefits and rights accruing to these employees on and after October 28, 2013 (including earning increases on benefits accrued for non-Quebec employees prior to October 28, 2013) are the responsibility of the Company. The three plans created with an initial date of October 28, 2013 are the Darling International Canada Inc. Pension Plan for Eligible Salaried and Hourly Non-Union Employees (the "DICI Non-Union Plan"); the Darling International Canada Inc. Pension Plan for Eligible Unionized Employees; and the Darling Supplemental Employees Retirement Plan. | ||||||||||||||
Additionally, as a result of the VION Acquisition, employees of VION Ingredients became employees of Darling Ingredients International. Pursuant to the terms of the sale and purchase agreement of the VION Acquistion, Darling assumed approximately $31.7 million of pension and postretirement benefit plan obligations. | ||||||||||||||
Net pension cost for the three months ended March 29, 2014 and March 30, 2013 includes the following components (in thousands): | ||||||||||||||
Pension Benefits | Other Post Retirement Benefits | |||||||||||||
Three Months Ended | Three Months Ended | |||||||||||||
March 29, | March 30, | March 29, | March 30, | |||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Service cost | $ | 1,446 | $ | 77 | $ | 44 | $ | — | ||||||
Interest cost | 3,326 | 1,318 | 21 | — | ||||||||||
Expected return on plan assets | (383 | ) | (1,819 | ) | — | — | ||||||||
Amortization of prior service cost | 4 | 15 | — | — | ||||||||||
Amortization of net loss | 520 | 1,300 | — | — | ||||||||||
Net pension cost | $ | 4,913 | $ | 891 | $ | 65 | $ | — | ||||||
The Company's funding policy for employee benefit pension plans is to contribute annually not less than the minimum amount required nor more than the maximum amount that can be deducted for federal and foreign income tax purposes. Contributions are intended to provide not only for benefits attributed to service to date, but also for those expected to be earned in the future. Based on actuarial estimates at March 29, 2014, the Company expects to contribute approximately $19.1 million to its pension plans to meet funding requirements during the next twelve months. Additionally, the Company has made tax deductible discretionary and required contributions to its pension plans for the three months ended March 29, 2014 and March 30, 2013 of approximately $5.2 million and $0.1 million, respectively. | ||||||||||||||
The Company participates in various multiemployer pension plans which provide defined benefits to certain employees covered by labor contracts. These plans are not administered by the Company and contributions are determined in accordance with provisions of negotiated labor contracts to meet their pension benefit obligations to their participants. The Company's contributions to each individual multiemployer plan represent less than 5% of the total contributions to each such plan. Based on the most currently available information, the Company has determined that, if a withdrawal were to occur, withdrawal liabilities on two of the plans in which the Company currently participates could be material to the Company, with one of these material plans certified as critical or red zone. With respect to the other multiemployer pension plans in which the Company participates and which are not individually significant, four plans have certified as critical or red zone and three plans have certified as endangered or yellow zone as defined by the Pension Protection Act of 2006. | ||||||||||||||
In June 2009, the Company received a notice of a mass withdrawal termination and a notice of initial withdrawal liability from a multiemployer plan in which it participated. The Company had anticipated this event and as a result had accrued approximately $3.2 million as of January 3, 2009 based on the most recent information that was probable and estimable for this plan. The plan had given a notice of redetermination liability in December 2009. In fiscal 2010, the Company received further third party information confirming the future payout related to this multiemployer plan. As a result, the Company reduced its liability to approximately $1.2 million. In fiscal 2010, another under-funded multiemployer plan in which the Company participates gave notification of partial withdrawal liability. As of March 29, 2014, the Company has an accrued liability of approximately $0.9 million representing the present value of scheduled withdrawal liability payments under this multiemployer plan. While the Company has no ability to calculate a possible current liability for under-funded multiemployer plans that could terminate or could require additional funding under the Pension Protection Act of 2006, the amounts could be material. |
Derivatives
Derivatives | 3 Months Ended | ||||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||||
Derivatives | ' | ||||||||||||||||||
Derivatives | |||||||||||||||||||
The Company’s operations are exposed to market risks relating to commodity prices that affect the Company’s cost of raw materials, finished product prices and energy costs and the risk of changes in interest rates and foreign currency exchange rates. | |||||||||||||||||||
The Company makes limited use of derivative instruments to manage cash flow risks related to natural gas usage, diesel fuel usage, inventory, forecasted sales and foreign currency exchange rates. The Company does not use derivative instruments for trading purposes. Natural gas swaps and options are entered into with the intent of managing the overall cost of natural gas usage by reducing the potential impact of seasonal weather demands on natural gas that increases natural gas prices. Heating oil swaps and options are entered into with the intent of managing the overall cost of diesel fuel usage by reducing the potential impact of seasonal weather demands on diesel fuel that increases diesel fuel prices. Corn options and future contracts are entered into with the intent of managing U.S. forecasted sales of bakery by-products ("BBP") by reducing the impact of changing prices. Foreign currency forward contracts are entered into to mitigate the foreign exchange rate risk for transactions designated in a currency other than the local functional currency. At March 29, 2014, the Company had corn option contracts outstanding that qualified and were designated for hedge accounting as well as heating oil swap contracts, soybean oil options contracts and foreign currency forward contracts that did not qualify and were not designated for hedge accounting. | |||||||||||||||||||
Entities are required to report all derivative instruments in the statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, on the reason for holding the instrument. If certain conditions are met, entities may elect to designate a derivative instrument as a hedge of exposures to changes in fair value, cash flows or foreign currencies. If the hedged exposure is a cash flow exposure, the effective portion of the gain or loss on the derivative instrument is reported initially as a component of other comprehensive income (outside of earnings) and is subsequently reclassified into earnings when the forecasted transaction affects earnings. Any amounts excluded from the assessment of hedge effectiveness, as well as the ineffective portion of the gain or loss are reported in earnings immediately. If the derivative instrument is not designated as a hedge, the gain or loss is recognized in earnings in the period of change. | |||||||||||||||||||
Cash Flow Hedges | |||||||||||||||||||
In fiscal 2013, the Company entered into natural gas swap contracts that are considered cash flow hedges. Under the terms of the natural gas swap contracts, the Company fixed the expected purchase cost of a portion of its U.S. plants' forecasted natural gas usage into the first quarter of fiscal 2014. As of March 29, 2014, all of the contracts have expired and settled according to the contracts. | |||||||||||||||||||
In fiscal 2013 and the first three months of fiscal 2014, the Company entered into corn option contracts that are considered cash flow hedges. Under the terms of the corn option contracts, the Company hedged a portion of its U.S. forecasted sales of BBP through fiscal 2014. As of March 29, 2014, some of the contracts have settled while the remaining contract positions and activity are disclosed below. From time to time, the Company may enter into corn option contracts in the future. | |||||||||||||||||||
As of March 29, 2014, the Company had the following outstanding forward contract amounts that were entered into to hedge the future payments of intercompany note transactions, foreign currency transactions in currencies other than the functional currency and forecasted transactions in currencies other than the function currency. All of these transactions are currently not designated for hedge accounting. (in thousands): | |||||||||||||||||||
Functional Currency | Contract Currency | ||||||||||||||||||
Type | Amount | Type | Amount | ||||||||||||||||
Brazilian real | 16,866 | Euro | 5,350 | ||||||||||||||||
Brazilian real | 17,223 | U.S. dollar | 7,250 | ||||||||||||||||
Euro | 245,890 | U.S. dollar | 336,886 | ||||||||||||||||
Euro | 28,995 | Polish zloty | 121,698 | ||||||||||||||||
Euro | 4,889 | Japanese yen | 686,916 | ||||||||||||||||
Euro | 21,185 | Chinese renminbi | 176,512 | ||||||||||||||||
Euro | 19,905 | Australian dollar | 29,850 | ||||||||||||||||
Euro | 6,985 | British pound | 5,773 | ||||||||||||||||
The Company estimates the amount that will be reclassified from accumulated other comprehensive gain at March 29, 2014 into earnings over the next 12 months will be approximately $0.4 million. As of March 29, 2014, no amounts have been reclassified into earnings as a result of the discontinuance of cash flow hedges. | |||||||||||||||||||
The following table presents the fair value of the Company’s derivative instruments under FASB authoritative guidance as of March 29, 2014 and December 28, 2013 (in thousands): | |||||||||||||||||||
Derivatives Designated | Balance Sheet | Asset Derivatives Fair Value | |||||||||||||||||
as Hedges | Location | March 29, 2014 | December 28, 2013 | ||||||||||||||||
Corn options | Other current assets | $ | 16 | $ | 2,349 | ||||||||||||||
Natural gas swaps | Other current assets | — | 120 | ||||||||||||||||
Total asset derivatives designated as hedges | $ | 16 | $ | 2,469 | |||||||||||||||
Derivatives Not | |||||||||||||||||||
Designated as | |||||||||||||||||||
Hedges | |||||||||||||||||||
Foreign currency contracts | Other current assets | $ | 1,449 | $ | 27,516 | ||||||||||||||
Heating oil swaps and options | Other current assets | 18 | 43 | ||||||||||||||||
Soybean oil options | Other current assets | 28 | — | ||||||||||||||||
Total asset derivatives not designated as hedges | $ | 1,495 | $ | 27,559 | |||||||||||||||
Total asset derivatives | $ | 1,511 | $ | 30,028 | |||||||||||||||
Derivatives Designated | Balance Sheet | Liability Derivatives Fair Value | |||||||||||||||||
as Hedges | Location | March 29, 2014 | December 28, 2013 | ||||||||||||||||
Corn options and futures | Accrued expenses | $ | 696 | $ | 1 | ||||||||||||||
Total liability derivatives designated as hedges | $ | 696 | $ | 1 | |||||||||||||||
Derivatives Not | |||||||||||||||||||
Designated as | |||||||||||||||||||
Hedges | |||||||||||||||||||
Foreign currency contracts | Accrued expenses | $ | 1,671 | $ | — | ||||||||||||||
Heating oil swaps and options | Accrued expenses | 5 | 2 | ||||||||||||||||
Corn options | Accrued expenses | 166 | — | ||||||||||||||||
Total liability derivatives not designated as hedges | $ | 1,842 | $ | 2 | |||||||||||||||
Total liability derivatives | $ | 2,538 | $ | 3 | |||||||||||||||
The effect of the Company’s derivative instruments on the consolidated financial statements as of and for the three months ended March 29, 2014 and March 30, 2013 is as follows (in thousands): | |||||||||||||||||||
Gain or (Loss) | Gain or (Loss) | ||||||||||||||||||
Gain or (Loss) | Reclassified from | Recognized in Income | |||||||||||||||||
Recognized in OCI | Accumulated OCI | on Derivatives | |||||||||||||||||
Derivatives | on Derivatives | into Income | (Ineffective Portion and | ||||||||||||||||
Designated as | (Effective Portion) (a) | (Effective Portion) (b) | Amount Excluded from | ||||||||||||||||
Cash Flow Hedges | Effectiveness Testing) (c) | ||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||||||||||||||
Corn options | $ | (1,319 | ) | $ | 1,591 | $ | 1,292 | $ | 42 | $ | 376 | $ | 254 | ||||||
Natural gas swaps | 172 | 184 | 357 | (57 | ) | 1 | (1 | ) | |||||||||||
Total | $ | (1,147 | ) | $ | 1,775 | $ | 1,649 | $ | (15 | ) | $ | 377 | $ | 253 | |||||
(a) | Amount recognized in accumulated OCI (effective portion) is reported as accumulated other comprehensive income/(loss) of approximately $1.1 million and approximately $1.8 million recorded net of taxes of approximately $0.4 million and less than $0.7 million as of March 29, 2014 and March 30, 2013, respectively. | ||||||||||||||||||
(b) | Gains and (losses) reclassified from accumulated OCI into income (effective portion) for corn options and natural gas swaps are included in cost of sales, respectively, in the Company’s consolidated statements of operations. | ||||||||||||||||||
(c) | Gains and (losses) recognized in income on derivatives (ineffective portion) for corn options and natural gas swaps is included in other income/(expense), net in the Company’s consolidated statements of operations. | ||||||||||||||||||
At March 29, 2014, the Company had forward purchase agreements in place for purchases of approximately $5.4 million of natural gas and diesel fuel. These forward purchase agreements have no net settlement provisions and the Company intends to take physical delivery of the underlying product. Accordingly, the forward purchase agreements are not subject to the requirements of fair value accounting because they qualify and the Company has elected to account for these as normal purchases as defined in the FASB authoritative guidance. |
Fair_Value_Measurement
Fair Value Measurement | 3 Months Ended | ||||||||||||
Mar. 29, 2014 | |||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||
Fair Value Measurements | ' | ||||||||||||
Fair Value Measurements | |||||||||||||
FASB authoritative guidance defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The following table presents the Company’s financial instruments that are measured at fair value on a recurring and nonrecurring basis as of March 29, 2014 and are categorized using the fair value hierarchy under FASB authoritative guidance. The fair value hierarchy has three levels based on the reliability of the inputs used to determine the fair value. | |||||||||||||
Fair Value Measurements at March 29, 2014 Using | |||||||||||||
Quoted Prices in | Significant Other | Significant | |||||||||||
Active Markets for | Observable | Unobservable | |||||||||||
Identical Assets | Inputs | Inputs | |||||||||||
(In thousands of dollars) | Total | (Level 1) | (Level 2) | (Level 3) | |||||||||
Assets: | |||||||||||||
Derivative instruments | $ | 1,511 | $ | — | $ | 1,511 | $ | — | |||||
Total Assets | $ | 1,511 | $ | — | $ | 1,511 | $ | — | |||||
Liabilities: | |||||||||||||
Derivative instruments | $ | 2,538 | $ | — | $ | 2,538 | $ | — | |||||
Senior notes | 511,250 | — | 511,250 | — | |||||||||
Term loan A | 335,634 | — | 335,634 | — | |||||||||
Term loan B | 1,302,647 | — | 1,302,647 | — | |||||||||
Revolver debt | 215,730 | — | 215,730 | — | |||||||||
Total Liabilities | $ | 2,367,799 | $ | — | $ | 2,367,799 | $ | — | |||||
Derivative assets consist of the Company’s heating oil swap contracts, soybean option contracts, corn option contracts and foreign currency contracts, which represents the difference between observable market rates of commonly quoted intervals for similar assets and liabilities in active markets and the fixed swap rate considering the instruments term, notional amount and credit risk. See Note 10 Derivatives for breakdown by instrument type. | |||||||||||||
Derivative liabilities consist of the Company’s corn option contracts and foreign currency contracts, which represents the difference between observable market rates of commonly quoted intervals for similar assets and liabilities in active markets and the fixed swap rate considering the instruments term, notional amount and credit risk. See Note 10 Derivatives for breakdown by instrument type. | |||||||||||||
The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximates fair value due to the short maturity of these instruments and as such have been excluded from the table above. The carrying amount for the Company's other debt is not deemed to be significantly different than the fair value and all other instruments have been recorded at fair value. | |||||||||||||
The fair value of the senior notes, term loan A, term loan B and revolver debt is based on market quotation from a third-party bank. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 29, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Contingencies | ' |
Contingencies | |
The Company is a party to several lawsuits, claims and loss contingencies arising in the ordinary course of its business, including assertions by certain regulatory and governmental agencies related to permitting requirements and air, wastewater and storm water discharges from the Company’s processing facilities. | |
The Company’s workers compensation, auto and general liability policies contain significant deductibles or self-insured retentions. The Company estimates and accrues its expected ultimate claim costs related to accidents occurring during each fiscal year and carries this accrual as a reserve until these claims are paid by the Company. | |
As a result of the matters discussed above, the Company has established loss reserves for insurance, environmental and litigation matters. At March 29, 2014 and December 28, 2013, the reserves for insurance, environmental and litigation contingencies reflected on the balance sheet in accrued expenses and other non-current liabilities were approximately $76.2 million and $35.5 million, respectively. The Company has insurance recovery receivables of approximately $8.8 million as of March 29, 2014 and December 28, 2013, related to these liabilities. The Company's management believes these reserves for contingencies are reasonable and sufficient based upon present governmental regulations and information currently available to management; however, there can be no assurance that final costs related to these matters will not exceed current estimates. The Company believes that the likelihood is remote that any additional liability from these lawsuits and claims that may not be covered by insurance would have a material effect on the Company's financial position, results of operations or cash flows. | |
Lower Passaic River Area. The Company has been named as a third party defendant in a lawsuit pending in the Superior Court of New Jersey, Essex County, styled New Jersey Department of Environmental Protection, The Commissioner of the New Jersey Department of Environmental Protection Agency and the Administrator of the New Jersey Spill Compensation Fund, as Plaintiffs, vs. Occidental Chemical Corporation, Tierra Solutions, Inc., Maxus Energy Corporation, Repsol YPF, S.A., YPF, S.A., YPF Holdings, Inc., and CLH Holdings, as Defendants (Docket No. L-009868-05) (the “Tierra/Maxus Litigation”). In the Tierra/Maxus Litigation, which was filed on December 13, 2005, the plaintiffs seek to recover from the defendants past and future cleanup and removal costs, as well as unspecified economic damages, punitive damages, penalties and a variety of other forms of relief, purportedly arising from the alleged discharges into the Passaic River of a particular type of dioxin and other unspecified hazardous substances. The damages being sought by the plaintiffs from the defendants are likely to be substantial. On February 4, 2009, two of the defendants, Tierra Solutions, Inc. (“Tierra”) and Maxus Energy Corporation (“Maxus”), filed a third-party complaint against over 300 entities, including the Company, seeking to recover all or a proportionate share of cleanup and removal costs, damages or other loss or harm, if any, for which Tierra or Maxus may be held liable in the Tierra/Maxus Litigation. Tierra and Maxus allege that Standard Tallow Company, an entity that the Company acquired in 1996, contributed to the discharge of the hazardous substances that are the subject of this case while operating a former plant site located in Newark, New Jersey. The Company is a party to a settlement in this matter pursuant to which it will pay the State of New Jersey $195,000 and be dismissed from the case. This amount was accrued in the first quarter of 2013. The Superior Court approved the settlement on December 12, 2013 and entered an order dismissing participating third-party defendants from the litigation. We have paid the Company's settlement amount into escrow where it will be held by the Superior Court pending any appeal of the Superior Court’s order. Additionally, in December 2009, the Company, along with numerous other entities, received notice from the United States Environmental Protection Agency (EPA) that the Company (as successor-in-interest to Standard Tallow Company) is considered a potentially responsible party with respect to alleged contamination in the lower Passaic River area which is part of the Diamond Alkali Superfund Site located in Newark, New Jersey. In the letter, EPA requested that the Company join a group of other parties in funding a remedial investigation and feasibility study at the site. As of the date of this report, the Company has not agreed to participate in the funding group. The Company's ultimate liability for investigatory costs, remedial costs and/or natural resource damages in connection with the lower Passaic River area cannot be determined at this time; however, as of the date of this report, there is nothing that leads the Company to believe that these matters will have a material effect on the Company's financial position, results of operations or cash flows. | |
Fresno Facility Permit Issue. The Company has been named as a defendant and a real party in interest in a lawsuit filed on April 9, 2012 in the Superior Court of the State of California, Fresno County, styled Concerned Citizens of West Fresno vs. Darling International Inc. The complaint, as subsequently amended, alleges that the Company's Fresno facility is operating without a proper use permit and seeks, among other things, injunctive relief. The complaint had at one time also alleged that the Company's Fresno facility constitutes a continuing private and public nuisance, but the plaintiff has since amended the complaint to drop these allegations. The City of Fresno was also named as a defendant in the original complaint but has since had a judgment entered in its favor and is no longer a defendant in the lawsuit; however, in December 2013 the City of Fresno filed a motion to intervene as a plaintiff in this matter. The Superior Court heard the motion on February 4, 2014, and entered an order on February 18, 2014 denying the motion. Rendering operations have been conducted on the site since 1955, and the Company believes that it possesses all of the required federal, state and local permits to continue to operate the facility in the manner currently conducted and that its operations do not constitute a private or public nuisance. Accordingly, the Company intends to defend itself vigorously in this matter. Discovery has begun and this matter was scheduled for trial in July 2014; however, the parties have agreed to stay the litigation while they participate in a mediation process. While management cannot predict the ultimate outcome of this matter, management does not believe the outcome will have a material effect on the Company's financial condition, results of operations or cash flows. |
Business_Segments
Business Segments | 3 Months Ended | |||||||||||||||
Mar. 29, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Business Segments | ' | |||||||||||||||
Business Segments | ||||||||||||||||
Effective December 29, 2013, the Company's business operations were reorganized into three industry segments: Feed Ingredients, Food Ingredients and Fuel Ingredients, in order to better align its business with the underlying markets and customers that the Company serves. All historical periods have been recast for the changes to the segment reporting structure. The Company sells its products domestically and internationally. The measure of segment profit (loss) includes all revenues, operating expenses (excluding certain amortization of intangibles), and selling, general and administrative expenses incurred at all operating locations and excludes general corporate expenses. | ||||||||||||||||
Included in corporate activities are general corporate expenses and the amortization of certain intangibles. Assets of corporate activities include cash, unallocated prepaid expenses, deferred tax assets, prepaid pension, and miscellaneous other assets. | ||||||||||||||||
Feed Ingredients | ||||||||||||||||
Feed Ingredients consists principally of (i) the Company's U.S. ingredients business, including the Company's used cooking oil, trap grease and food residuals collection businesses, the Rothsay ingredients business, and the ingredients and specialty products businesses conducted by Darling Ingredients International under the Sonac name (proteins, fats, and plasma products) and (ii) the Company's bakery by-products business. Feed Ingredients operations process animal by-products and used cooking oil into fats, protein and hides. | ||||||||||||||||
Food Ingredients | ||||||||||||||||
Food Ingredients consists principally of (i) the gelatin and collagen hydrolysates business conducted by Darling Ingredients International under the Rousselot name, (ii) the natural casings and meat-by-products business conducted by Darling Ingredients International under the CTH name and (iii) certain specialty products businesses conducted by Darling Ingredients International under the Sonac name. | ||||||||||||||||
Fuel Ingredients | ||||||||||||||||
The Company's Fuel Ingredients segment consists of (i) the Company's biofuel business conducted under the Dar Pro® and Rothsay names and (ii) the bioenergy business conducted by Darling Ingredients International under the Ecoson and Rendac names. | ||||||||||||||||
Business Segments (in thousands): | ||||||||||||||||
Feed Ingredients | Food Ingredients | Fuel Ingredients | Corporate | Total | ||||||||||||
Three Months Ended March 29, 2014 | ||||||||||||||||
Net Sales | $ | 571,936 | $ | 271,082 | $ | 88,417 | $ | — | $ | 931,435 | ||||||
Cost of sales and operating expenses | 446,039 | 235,358 | 74,177 | (121 | ) | 755,453 | ||||||||||
Gross Margin | 125,897 | 35,724 | 14,240 | 121 | 175,982 | |||||||||||
Selling, general and administrative expense | 52,376 | 27,795 | 4,815 | 9,943 | 94,929 | |||||||||||
Acquisition costs | — | — | — | 15,948 | 15,948 | |||||||||||
Depreciation and amortization | 37,730 | 16,471 | 7,212 | 4,256 | 65,669 | |||||||||||
Segment operating income/ (loss) | 35,791 | (8,542 | ) | 2,213 | (30,026 | ) | (564 | ) | ||||||||
Equity in net income of unconsolidated subsidiaries | 403 | — | 4,674 | — | 5,077 | |||||||||||
Segment income | 36,194 | (8,542 | ) | 6,887 | (30,026 | ) | 4,513 | |||||||||
Total other expense | (73,809 | ) | ||||||||||||||
Income before income taxes | $ | (69,296 | ) | |||||||||||||
Segment assets at March 29, 2014 | $ | 2,708,147 | $ | 1,841,634 | $ | 719,644 | $ | 280,434 | $ | 5,549,859 | ||||||
Feed Ingredients | Food Ingredients | Fuel Ingredients | Corporate | Total | ||||||||||||
Three Months Ended March 30, 2013 | ||||||||||||||||
Net Sales | $ | 443,782 | $ | — | $ | 1,640 | $ | — | $ | 445,422 | ||||||
Cost of sales and operating expenses | 321,192 | — | 1,361 | 133 | 322,686 | |||||||||||
Gross Margin | 122,590 | — | 279 | (133 | ) | 122,736 | ||||||||||
Selling, general and administrative expense | 34,086 | — | 96 | 8,111 | 42,293 | |||||||||||
Acquisition costs | — | — | — | — | — | |||||||||||
Depreciation and amortization | 20,477 | — | 31 | 1,359 | 21,867 | |||||||||||
Segment operating income/ (loss) | 68,027 | — | 152 | (9,603 | ) | 58,576 | ||||||||||
Equity in net income of unconsolidated subsidiaries | — | — | (1,195 | ) | — | (1,195 | ) | |||||||||
Segment income | 68,027 | — | (1,043 | ) | (9,603 | ) | 57,381 | |||||||||
Total other expense | (4,558 | ) | ||||||||||||||
Income before income taxes | $ | 52,823 | ||||||||||||||
Segment assets at December 28, 2013 | $ | 1,986,564 | $ | — | $ | 179,722 | $ | 1,077,847 | $ | 3,244,133 | ||||||
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 29, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Related Party Transactions | |
Lease Agreements | |
Darling through its wholly-owned subsidiary Griffin Industries LLC, leases two real properties located in Butler, Kentucky and real properties located in each of Jackson, Mississippi and Henderson, Kentucky from Martom Properties, LLC, an entity owned in part by Martin W. Griffin, the Company's Executive Vice President – Chief Operations Officer, North America. Each of these leases was entered into as of December 17, 2010. The lease term for each of the Butler properties and the Jackson property is thirty years, and the Company has the right to renew such leases for two additional terms of ten years each. The annual rental payment for each of the Butler properties is $30,000 for the first five years of the lease term and is increased by the increase in the consumer price index every five years thereafter. The annual rental payment for the Jackson property is $221,715 for the first five years of the lease term and is increased by the increase in the consumer price index every five years thereafter. The lease term for the Henderson property is ten years, and the Company has the right to renew such lease for four additional terms of five years each. The annual rental payment for the Henderson property is $60,000 for the first five years of the lease term and is increased by the increase in the consumer price index every five years thereafter. Under the terms of each lease, the Company has a right of first offer and right of first refusal for each of the properties. | |
Raw Material Agreement | |
The Company entered into a Raw Material Agreement with the DGD Joint Venture in May 2011 pursuant to which the Company will offer to supply certain animal fats and used cooking oil at market prices, up to the DGD Joint Venture's full operational requirement of feedstock, but the DGD Joint Venture is not obligated to purchase the raw material offered by the Company. Additionally, the Company may offer other feedstocks to the DGD Joint Venture, such as inedible corn oil, purchased on a resale basis. For the three months ended March 29, 2014 and March 30, 2013, the Company has recorded sales to the DGD Joint Venture of approximately $41.6 million and $5.2 million, respectively. At March 29, 2014 and December 28, 2013, the Company has $17.1 million and $14.6 million in outstanding receivables due from the DGD Joint Venture, respectively. In addition, the Company has eliminated additional sales for the three months ended March 29, 2014, of approximately $9.2 million to the DGD Joint Venture to defer the Company's portion of profit on those sales relating to inventory assets still remaining on the DGD Joint Venture's balance sheet at March 29, 2014 of approximately $2.3 million. |
New_Accounting_Pronoucements
New Accounting Pronoucements | 3 Months Ended |
Mar. 29, 2014 | |
New Accounting Pronoucements [Abstract] | ' |
New Accounting Pronouncements | ' |
New Accounting Pronouncements | |
In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The ASU amends ASC Topic 740, Income Taxes The new standard requires, unless certain conditions exist, an unrecognized tax benefit to be presented as a reduction to a deferred tax asset in the financial statements for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The standard will become effective for the Company prospectively for annual periods beginning after December 15, 2013, and interim periods within those years, with early adoption permitted. Retrospective application is also permitted. The Company adopted this standard in the first quarter of fiscal 2014. The adoption did not have a material impact on the Company's consolidated financial statements. |
Guarantor_Financial_Informatio
Guarantor Financial Information | 3 Months Ended | |||||||||||||||
Mar. 29, 2014 | ||||||||||||||||
Guarantor Financial Information [Abstract] | ' | |||||||||||||||
Guarantor Financial Information | ' | |||||||||||||||
Guarantor Financial Information | ||||||||||||||||
The Company's 5.375% Notes (see Note 6) are guaranteed on an unsecured basis by the Company's 100% directly and indirectly owned subsidiaries Darling National, Griffin and its subsidiary Craig Protein , Darling AWS LLC, Terra Holding Company, Darling Global Holdings Inc., Darling Northstar LLC, Terra Renewal Services, Inc., EV Acquisition, Inc., Rousselot Inc., Rousselot Peabody Inc., Rousselot Dubuque Inc. and Sonac USA LLC. (collectively, the "Guarantors"). The Guarantors fully and unconditionally guaranteed the 5.375% Notes on a joint and several basis. The following financial statements present condensed consolidating financial data for (i) Darling, the issuer of the 5.375% Notes, (ii) the combined Guarantors, (iii) the combined other subsidiaries of the Company that did not guarantee the 5.375% 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 29, 2014 and December 28, 2013, 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 ended March 29, 2014 and March 30, 2013. | ||||||||||||||||
Condensed Consolidating Balance Sheet | ||||||||||||||||
As of March 29, 2014 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated | ||||||||||||
ASSETS | ||||||||||||||||
Cash and cash equivalents | $ | 54,293 | $ | 13,451 | $ | 75,678 | $ | — | $ | 143,422 | ||||||
Restricted cash | 102 | — | 262 | — | 364 | |||||||||||
Accounts receivable | 75,149 | 551,127 | 293,012 | (483,902 | ) | 435,386 | ||||||||||
Inventories | 15,183 | 85,269 | 310,069 | — | 410,521 | |||||||||||
Income taxes refundable | 28,569 | 3,732 | (6,946 | ) | — | 25,355 | ||||||||||
Prepaid expenses | 16,157 | 1,544 | 12,778 | — | 30,479 | |||||||||||
Other current assets | 1,280 | 57 | 31,641 | — | 32,978 | |||||||||||
Deferred income taxes | 15,731 | — | 4,202 | — | 19,933 | |||||||||||
Total current assets | 206,464 | 655,180 | 720,696 | (483,902 | ) | 1,098,438 | ||||||||||
Investment in subsidiaries | 3,655,852 | 1,974,799 | 7,994,506 | (13,625,157 | ) | — | ||||||||||
Property, plant and equipment, net | 201,459 | 392,624 | 1,087,553 | — | 1,681,636 | |||||||||||
Intangible assets, net | 22,848 | 333,316 | 698,444 | — | 1,054,608 | |||||||||||
Goodwill | 21,860 | 617,243 | 837,438 | — | 1,476,541 | |||||||||||
Investment in unconsolidated subsidiary | — | — | 149,025 | — | 149,025 | |||||||||||
Other assets | 73,870 | 588,801 | (211,690 | ) | (370,997 | ) | 79,984 | |||||||||
Deferred taxes | (847 | ) | 847 | 9,627 | — | 9,627 | ||||||||||
$ | 4,181,506 | $ | 4,562,810 | $ | 11,285,599 | $ | (14,480,056 | ) | $ | 5,549,859 | ||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||
Current portion of long-term debt | $ | 18,500 | $ | 86 | $ | 43,865 | $ | — | $ | 62,451 | ||||||
Accounts payable | 492,596 | 35,099 | 266,800 | (478,415 | ) | 316,080 | ||||||||||
Accrued expenses | 74,197 | 15,920 | 64,802 | (5,487 | ) | 149,432 | ||||||||||
Deferred taxes | — | — | 1,764 | — | 1,764 | |||||||||||
Total current liabilities | $ | 585,293 | $ | 51,105 | $ | 377,231 | $ | (483,902 | ) | $ | 529,727 | |||||
Long-term debt, net of current portion | 1,436,500 | 13,359 | 1,251,631 | (370,996 | ) | 2,330,494 | ||||||||||
Other noncurrent liabilities | 35,876 | 5,893 | 64,431 | — | 106,200 | |||||||||||
Deferred income taxes | 131,373 | 7,726 | 348,587 | — | 487,686 | |||||||||||
Total liabilities | 2,189,042 | 78,083 | 2,041,880 | (854,898 | ) | 3,454,107 | ||||||||||
Total stockholders’ equity | 1,992,464 | 4,484,727 | 9,243,719 | (13,625,158 | ) | 2,095,752 | ||||||||||
$ | 4,181,506 | $ | 4,562,810 | $ | 11,285,599 | $ | (14,480,056 | ) | $ | 5,549,859 | ||||||
Condensed Consolidating Balance Sheet | ||||||||||||||||
As of December 28, 2013 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated | ||||||||||||
ASSETS | ||||||||||||||||
Cash and cash equivalents | $ | 857,267 | $ | 6,117 | $ | 7,473 | $ | — | $ | 870,857 | ||||||
Restricted cash | 102 | — | 252 | — | 354 | |||||||||||
Accounts receivable | 41,464 | 484,091 | 16,092 | (428,803 | ) | 112,844 | ||||||||||
Inventories | 20,799 | 36,314 | 8,020 | — | 65,133 | |||||||||||
Income taxes refundable | 14,397 | — | 115 | — | 14,512 | |||||||||||
Prepaid expenses | 9,347 | 3,794 | 1,082 | — | 14,223 | |||||||||||
Other current assets | 31,248 | 15 | 1,027 | — | 32,290 | |||||||||||
Deferred income taxes | 15,107 | — | 2,182 | — | 17,289 | |||||||||||
Total current assets | 989,731 | 530,331 | 36,243 | (428,803 | ) | 1,127,502 | ||||||||||
Investment in subsidiaries | 2,140,869 | 63,116 | — | (2,203,985 | ) | — | ||||||||||
Property, plant and equipment, net | 172,533 | 356,772 | 137,268 | — | 666,573 | |||||||||||
Intangible assets, net | 15,896 | 340,611 | 232,157 | — | 588,664 | |||||||||||
Goodwill | 21,860 | 424,244 | 255,533 | — | 701,637 | |||||||||||
Investment in unconsolidated subsidiary | — | — | 115,114 | — | 115,114 | |||||||||||
Other assets | 40,588 | 373,699 | 1,352 | (370,996 | ) | 44,643 | ||||||||||
$ | 3,381,477 | $ | 2,088,773 | $ | 777,667 | $ | (3,003,784 | ) | $ | 3,244,133 | ||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||
Current portion of long-term debt | $ | 10,000 | $ | 87 | $ | 9,801 | $ | — | $ | 19,888 | ||||||
Accounts payable | 425,117 | 21,236 | 22,939 | (425,550 | ) | 43,742 | ||||||||||
Accrued expenses | 85,165 | 20,178 | 11,084 | (3,253 | ) | 113,174 | ||||||||||
Total current liabilities | 520,282 | 41,501 | 43,824 | (428,803 | ) | 176,804 | ||||||||||
Long-term debt, net of current portion | 680,000 | 55 | 557,888 | (370,996 | ) | 866,947 | ||||||||||
Other noncurrent liabilities | 36,381 | — | 4,290 | — | 40,671 | |||||||||||
Deferred income taxes | 123,862 | — | 14,897 | — | 138,759 | |||||||||||
Total liabilities | 1,360,525 | 41,556 | 620,899 | (799,799 | ) | 1,223,181 | ||||||||||
Total stockholders’ equity | 2,020,952 | 2,047,217 | 156,768 | (2,203,985 | ) | 2,020,952 | ||||||||||
$ | 3,381,477 | $ | 2,088,773 | $ | 777,667 | $ | (3,003,784 | ) | $ | 3,244,133 | ||||||
Condensed Consolidating Statements of Operations | ||||||||||||||||
For the three months ended March 29, 2014 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated | ||||||||||||
Net sales | $ | 147,055 | $ | 389,107 | $ | 484,046 | $ | (88,773 | ) | $ | 931,435 | |||||
Cost and expenses: | ||||||||||||||||
Cost of sales and operating expenses | 110,794 | 313,008 | 420,424 | (88,773 | ) | 755,453 | ||||||||||
Selling, general and administrative expenses | 37,552 | 13,876 | 43,501 | — | 94,929 | |||||||||||
Acquisition costs | 14,381 | — | 1,567 | — | 15,948 | |||||||||||
Depreciation and amortization | 7,518 | 19,511 | 38,640 | — | 65,669 | |||||||||||
Total costs and expenses | 170,245 | 346,395 | 504,132 | (88,773 | ) | 931,999 | ||||||||||
Operating income | (23,190 | ) | 42,712 | (20,086 | ) | — | (564 | ) | ||||||||
Interest expense | (50,301 | ) | 5,225 | (13,781 | ) | — | (58,857 | ) | ||||||||
Foreign currency gains/ (losses) | (12,228 | ) | (92 | ) | (1,494 | ) | — | (13,814 | ) | |||||||
Other, net | (1,453 | ) | (797 | ) | 1,112 | — | (1,138 | ) | ||||||||
Equity in net income of unconsolidated subsidiary | — | — | 5,077 | — | 5,077 | |||||||||||
Earnings in investments in subsidiaries | 11,361 | — | — | (11,361 | ) | — | ||||||||||
Income/(loss) before taxes | (75,811 | ) | 47,048 | (29,172 | ) | (11,361 | ) | (69,296 | ) | |||||||
Income taxes (benefit) | (23,008 | ) | 12,418 | (7,700 | ) | — | (18,290 | ) | ||||||||
Net income/(loss) attributable to noncontrolling interests | — | — | (1,797 | ) | — | (1,797 | ) | |||||||||
Net income (loss) attributable to Darling | $ | (52,803 | ) | $ | 34,630 | $ | (23,269 | ) | $ | (11,361 | ) | $ | (52,803 | ) | ||
Condensed Consolidating Statements of Operations | ||||||||||||||||
For the three months ended March 30, 2013 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated | ||||||||||||
Net sales | $ | 161,872 | $ | 319,411 | $ | 4,134 | $ | (39,995 | ) | $ | 445,422 | |||||
Cost and expenses: | ||||||||||||||||
Cost of sales and operating expenses | 124,104 | 234,521 | 4,056 | (39,995 | ) | 322,686 | ||||||||||
Selling, general and administrative expenses | 22,567 | 19,686 | 40 | — | 42,293 | |||||||||||
Depreciation and amortization | 6,138 | 15,723 | 6 | — | 21,867 | |||||||||||
Total costs and expenses | 152,809 | 269,930 | 4,102 | (39,995 | ) | 386,846 | ||||||||||
Operating income | 9,063 | 49,481 | 32 | — | 58,576 | |||||||||||
Interest expense | (5,621 | ) | (4 | ) | — | — | (5,625 | ) | ||||||||
Other, net | 938 | 135 | (6 | ) | — | 1,067 | ||||||||||
Equity in net loss of unconsolidated subsidiary | — | — | (1,195 | ) | — | (1,195 | ) | |||||||||
Earnings in investments in subsidiaries | 29,718 | — | — | (29,718 | ) | — | ||||||||||
Income/(loss) before taxes | 34,098 | 49,612 | (1,169 | ) | (29,718 | ) | 52,823 | |||||||||
Income taxes | 1,693 | 19,177 | (452 | ) | — | 20,418 | ||||||||||
Net income (loss) | $ | 32,405 | $ | 30,435 | $ | (717 | ) | $ | (29,718 | ) | $ | 32,405 | ||||
Condensed Consolidating Statements of Comprehensive Income (Loss) | ||||||||||||||||
For the three months ended March 29, 2014 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated | ||||||||||||
Net income | $ | (51,006 | ) | $ | 34,630 | $ | (23,269 | ) | $ | (11,361 | ) | $ | (51,006 | ) | ||
Other comprehensive income (loss), net of tax: | ||||||||||||||||
Foreign currency translation | — | — | 20,615 | — | 20,615 | |||||||||||
Pension adjustments | 320 | — | — | — | 320 | |||||||||||
Natural gas swap derivative adjustments | (113 | ) | — | — | — | (113 | ) | |||||||||
Corn option derivative adjustments | (1,598 | ) | — | — | — | (1,598 | ) | |||||||||
Total other comprehensive income, net of tax | (1,391 | ) | — | 20,615 | — | 19,224 | ||||||||||
Total comprehensive income (loss) | $ | (52,397 | ) | $ | 34,630 | $ | (2,654 | ) | $ | (11,361 | ) | $ | (31,782 | ) | ||
Condensed Consolidating Statements of Comprehensive Income (Loss) | ||||||||||||||||
For the three months ended March 30, 2013 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated | ||||||||||||
Net income | $ | 32,405 | $ | 30,435 | $ | (717 | ) | $ | (29,718 | ) | $ | 32,405 | ||||
Other comprehensive income (loss), net of tax: | ||||||||||||||||
Pension adjustments | 805 | — | — | — | 805 | |||||||||||
Natural gas swap derivative adjustments | 148 | — | — | — | 148 | |||||||||||
Corn option derivative adjustments | 949 | — | — | — | 949 | |||||||||||
Total other comprehensive income, net of tax | 1,902 | — | — | — | 1,902 | |||||||||||
Total comprehensive income (loss) | $ | 34,307 | $ | 30,435 | $ | (717 | ) | $ | (29,718 | ) | $ | 34,307 | ||||
Condensed Consolidating Statements of Cash Flows | ||||||||||||||||
For the three months ended March 29, 2014 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated | ||||||||||||
Cash flows from operating activities: | ||||||||||||||||
Net income | $ | (51,006 | ) | $ | 34,630 | $ | (23,269 | ) | $ | (11,361 | ) | $ | (51,006 | ) | ||
Earnings in investments in subsidiaries | (11,361 | ) | — | — | 11,361 | — | ||||||||||
Other operating cash flows | 35,205 | (11,156 | ) | (3,547 | ) | — | 20,502 | |||||||||
Net cash provided by operating activities | (27,162 | ) | 23,474 | (26,816 | ) | — | (30,504 | ) | ||||||||
Cash flows from investing activities: | ||||||||||||||||
Capital expenditures | (14,754 | ) | (16,332 | ) | (20,274 | ) | — | (51,360 | ) | |||||||
Acquisitions | — | (645 | ) | (2,081,045 | ) | — | (2,081,690 | ) | ||||||||
Investment in subsidiaries and affiliates | (1,483,007 | ) | (2,217,686 | ) | (7,688,504 | ) | 11,389,197 | — | ||||||||
Note receivable from affiliates | — | (204,074 | ) | 204,074 | — | — | ||||||||||
Gross proceeds from sale of property, plant and equipment and other assets | 298 | 857 | 169 | — | 1,324 | |||||||||||
Proceeds from insurance settlements | — | — | — | — | — | |||||||||||
Payments related to routes and other intangibles | (6,812 | ) | — | — | — | (6,812 | ) | |||||||||
Net cash used in investing activities | (1,504,275 | ) | (2,437,880 | ) | (9,585,580 | ) | 11,389,197 | (2,138,538 | ) | |||||||
Cash flows from financing activities: | ||||||||||||||||
Proceeds for long-term debt | 1,100,000 | — | 697,509 | — | 1,797,509 | |||||||||||
Payments on long-term debt | (250,000 | ) | (22 | ) | (13,949 | ) | — | (263,971 | ) | |||||||
Borrowings from revolving facilities | 122,445 | — | 100,865 | — | 223,310 | |||||||||||
Payments on revolving facilities | (207,445 | ) | — | (66,029 | ) | — | (273,474 | ) | ||||||||
Deferred loan costs | (35,292 | ) | — | (3,494 | ) | — | (38,786 | ) | ||||||||
Issuances of common stock | 2,504 | — | — | — | 2,504 | |||||||||||
Contributions from parent | — | 2,421,762 | 8,967,435 | (11,389,197 | ) | — | ||||||||||
Minimum withholding taxes paid on stock awards | (4,709 | ) | — | — | — | (4,709 | ) | |||||||||
Excess tax benefits from stock-based compensation | 960 | — | — | — | 960 | |||||||||||
Net cash used in financing activities | 728,463 | 2,421,740 | 9,682,337 | (11,389,197 | ) | 1,443,343 | ||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | — | (1,736 | ) | — | (1,736 | ) | |||||||||
Net increase/(decrease) in cash and cash equivalents | (802,974 | ) | 7,334 | 68,205 | — | (727,435 | ) | |||||||||
Cash and cash equivalents at beginning of year | 857,267 | 6,117 | 7,473 | — | 870,857 | |||||||||||
Cash and cash equivalents at end of year | $ | 54,293 | $ | 13,451 | $ | 75,678 | $ | — | $ | 143,422 | ||||||
Condensed Consolidating Statements of Cash Flows | ||||||||||||||||
For the three months ended March 30, 2013 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated | ||||||||||||
Cash flows from operating activities: | ||||||||||||||||
Net income | $ | 32,405 | $ | 30,435 | $ | (717 | ) | $ | (29,718 | ) | $ | 32,405 | ||||
Earnings in investments in subsidiaries | (29,718 | ) | — | — | 29,718 | — | ||||||||||
Other operating cash flows | 46,516 | (20,600 | ) | 1,161 | — | 27,077 | ||||||||||
Net cash provided by operating activities | 49,203 | 9,835 | 444 | — | 59,482 | |||||||||||
Cash flows from investing activities: | ||||||||||||||||
Capital expenditures | (13,173 | ) | (13,219 | ) | — | — | (26,392 | ) | ||||||||
Acquisitions | — | — | — | — | — | |||||||||||
Investment in subsidiaries and affiliates | (12,560 | ) | — | (12,535 | ) | 12,560 | (12,535 | ) | ||||||||
Gross proceeds from sale of property, plant and equipment and other assets | 131 | 281 | — | — | 412 | |||||||||||
Proceeds from insurance settlements | — | — | — | — | — | |||||||||||
Payments related to routes and other intangibles | (613 | ) | — | — | — | (613 | ) | |||||||||
Net cash used in investing activities | (26,215 | ) | (12,938 | ) | (12,535 | ) | 12,560 | (39,128 | ) | |||||||
Cash flows from financing activities: | ||||||||||||||||
Payments on long-term debt | — | (21 | ) | — | — | (21 | ) | |||||||||
Issuances of common stock | 16 | — | — | — | 16 | |||||||||||
Contributions from parent | — | — | 12,560 | (12,560 | ) | — | ||||||||||
Minimum withholding taxes paid on stock awards | (2,523 | ) | — | — | — | (2,523 | ) | |||||||||
Excess tax benefits from stock-based compensation | 702 | — | — | — | 702 | |||||||||||
Net cash used in financing activities | (1,805 | ) | (21 | ) | 12,560 | (12,560 | ) | (1,826 | ) | |||||||
Net increase/(decrease) in cash and cash equivalents | 21,183 | (3,124 | ) | 469 | — | 18,528 | ||||||||||
Cash and cash equivalents at beginning of year | 96,945 | 5,577 | 727 | — | 103,249 | |||||||||||
Cash and cash equivalents at end of year | $ | 118,128 | $ | 2,453 | $ | 1,196 | $ | — | $ | 121,777 | ||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 29, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The consolidated financial statements include the accounts of Darling and its consolidated subsidiaries. Noncontrolling interests represents the outstanding ownership interest in the Company's consolidated subsidiaries that are not owned by the Company. In the accompanying Consoldiated Statements of Operations, the noncontrolling interest in net income (loss) of the consolidated subsidiaries is shown as an allocation of the Company's net income and is presented separately as "Net income/(loss) attributable to noncontrolling interests". In the Company's Consolidated Balance Sheets, noncontrolling interests represents the ownership interests in the Company consolidated subsidairies' net assets held by parties other than the Company. These ownership interests are presented separately as "Noncontrolling interests" within "Stockholders' Equity." All significant intercompany balances and transactions have been eliminated in consolidation. | |
Fiscal Periods | ' |
Fiscal Periods | |
The Company has a 52/53 week fiscal year ending on the Saturday nearest December 31. Fiscal periods for the consolidated financial statements included herein are as of March 29, 2014, and include the 13 ended March 29, 2014, and the 13 weeks ended March 30, 2013. | |
Reclassifications | ' |
Reclassifications | |
Certain prior year amounts have been reclassified to conform to the current year presentation. | |
Earnings Per Share | ' |
Earnings Per Share | |
Basic income/ (loss) per common share is computed by dividing net income attributable to Darling by the weighted average number of common shares including non-vested and restricted shares outstanding during the period. Diluted income/ (loss) per common share is computed by dividing net income attributable to Darling by the weighted average number of common shares outstanding during the period increased by dilutive common equivalent shares determined using the treasury stock method. | |
Revenue Recognition | ' |
Revenue Recognition | |
The Company recognizes revenue on sales when products are shipped and the customer takes ownership and assumes risk of loss. Certain customers may be required to prepay prior to shipment in order to maintain payment protection related to certain foreign and domestic sales. These amounts are recorded as unearned revenue and recognized when the products have shipped and the customer takes ownership and assumes risk of loss. The Company has formula arrangements with certain suppliers whereby the charge or credit for raw materials is tied to published finished product commodity prices after deducting a fixed processing fee incorporated into the formula and is recorded as a cost of sale by line of business. The Company recognizes service revenue in the fiscal month the service occurs. | |
Income Taxes | ' |
The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company’s net deferred tax liability increased by approximately $338.4 million in the three month period ended March 29, 2014 principally due to deferred tax liabilities acquired in the stock acquisition resulting in carryover tax basis in the VION Acquisition including the accumulated earnings of certain foreign joint ventures. The Company expects to indefinitely reinvest the earnings of its foreign subsidiaries outside of the United States and has generally not provided deferred income taxes on the accumulated earnings of its foreign subsidiaries. | |
The Company periodically assesses whether it is more likely than not that it will generate sufficient taxable income to realize its deferred income tax assets. In making this determination, the Company considers all available positive and negative evidence and makes certain assumptions. The Company considers, among other things, its deferred tax liabilities, the overall business environment, its historical earnings and losses, current industry trends and its outlook for future years. Certain VION Companies acquired as part of the VION Acquisition have deferred tax assets for tax loss carryforwards, and the Company has recorded valuation allowances in respect to those losses in the purchase accounting for the acquisition to the extent it has been determined that it is not more likely than not that the deferred tax assets will be realized. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | |||||||||||||||||||||
Mar. 29, 2014 | ||||||||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||||||||
Net Income per Common Share | ' | |||||||||||||||||||||
Net Income/ (loss) per Common Share (in thousands, except per share data) | ||||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||||
March 29, 2014 | March 30, 2013 | |||||||||||||||||||||
Loss | Shares | Per Share | Income | Shares | Per Share | |||||||||||||||||
Basic: | ||||||||||||||||||||||
Net Income/ (loss) allocable to Darling | $ | (52,803 | ) | 164,386 | $ | (0.32 | ) | $ | 32,405 | 117,915 | $ | 0.27 | ||||||||||
Diluted: | ||||||||||||||||||||||
Effect of dilutive securities: | ||||||||||||||||||||||
Add: Option shares in the money and dilutive effect of non-vested stock | — | 690 | ||||||||||||||||||||
Less: Pro forma treasury shares | — | (312 | ) | |||||||||||||||||||
Diluted: | ||||||||||||||||||||||
Net income/ (loss) | $ | (52,803 | ) | 164,386 | $ | (0.32 | ) | $ | 32,405 | 118,293 | $ | 0.27 | ||||||||||
Acquisitions_Acquisitions_Tabl
Acquisitions Acquisitions (Tables) | 3 Months Ended | |||
Mar. 29, 2014 | ||||
Business Combinations [Abstract] | ' | |||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | |||
The following table summarizes the estimated fair value of the assets acquired and liabilities assumed in the VION Acquisition as of January 7, 2014 (unaudited) (in thousands): | ||||
Accounts receivable | $ | 318,272 | ||
Inventory | 374,970 | |||
Deferred tax asset | 18,132 | |||
Property and equipment | 1,008,282 | |||
Identifiable intangibles | 481,833 | |||
Goodwill | 774,778 | |||
Investment in unconsolidated subsidiaries | 28,493 | |||
Other long term assets | 1,101 | |||
Accounts payable | (358,013 | ) | ||
Current portion of long-term debt | (16,360 | ) | ||
Accrued expenses | (19,241 | ) | ||
Deferred tax liability | (361,817 | ) | ||
Long debt obligations | (6,906 | ) | ||
Other non-current liabilities | (62,039 | ) | ||
Noncontrolling interests | (100,440 | ) | ||
Purchase price, net of cash acquired | $ | 2,081,045 | ||
Business Acquisition, Pro Forma Information | ' | |||
The following table presents selected pro forma information, for comparative purposes, assuming the Rothsay Acquisition and the VION Acquisition had occurred on December 30, 2012 for the periods presented (unaudited) (in thousands, except per share data): | ||||
30-Mar-13 | ||||
Net sales | $ | 1,037,714 | ||
Income from continuing operations | 82,514 | |||
Net income | 64,916 | |||
Earnings per share | ||||
Basic | $ | 0.39 | ||
Diluted | $ | 0.39 | ||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of Inventory | ' | |||||||
A summary of inventories follows (in thousands): | ||||||||
29-Mar-14 | 28-Dec-13 | |||||||
Finished product | $ | 285,019 | $ | 57,681 | ||||
WIP | 76,727 | — | ||||||
Supplies and other | 48,775 | 7,452 | ||||||
$ | 410,521 | $ | 65,133 | |||||
Investment_in_Unconsolidated_S1
Investment in Unconsolidated Subsidiary (Tables) | 3 Months Ended | ||||||||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | ' | ||||||||||||||||||||||
Equity Method Investments | ' | ||||||||||||||||||||||
Selected financial information for the Company's DGD Joint Venture is as follows: | |||||||||||||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||||||||||||
As of March 31, 2014 | 31-Mar-14 | 31-Mar-13 | |||||||||||||||||||||
Total Assets | Members' Equity | Revenues | Net Income | Revenues | Net Loss | ||||||||||||||||||
$ | 491,826 | $ | 239,576 | $ | 119,657 | $ | 9,348 | $ | — | $ | (1,195 | ) | |||||||||||
Debt_Tables
Debt (Tables) | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Debt | ' | |||||||
Debt consists of the following (in thousands): | ||||||||
29-Mar-14 | 28-Dec-13 | |||||||
Amended Credit Agreement and Former Credit Agreement: | ||||||||
Revolving Credit Facility | $ | 219,015 | $ | 286,676 | ||||
Term Loan A | 333,964 | 340,030 | ||||||
Term Loan B | 1,300,536 | — | ||||||
5.375% Senior Notes due 2022 | 500,000 | — | ||||||
8.5% Senior Notes due 2018 | — | 250,000 | ||||||
Other Notes and Obligations | 39,430 | 10,129 | ||||||
2,392,945 | 886,835 | |||||||
Less Current Maturities | 62,451 | 19,888 | ||||||
$ | 2,330,494 | $ | 866,947 | |||||
Schedule Of Debt Redemption Prices | ' | |||||||
On and after January 15, 2017, Darling may redeem all or, from time to time, a part of the 5.375% Notes (including any additional 5.375% Notes), at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest on the 5.375% Notes, if any, to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on January 15 of the years indicated below: | ||||||||
Year | Percentage | |||||||
2017 | 104.03% | |||||||
2018 | 102.69% | |||||||
2019 | 101.34% | |||||||
2020 and thereafter | 100.00% | |||||||
Credit Agreement and the Notes elements | ' | |||||||
The Credit Agreement and the Senior Notes due 2022 and 2018 consisted of the following elements at March 29, 2014 and December 28, 2013, respectively (in thousands): | ||||||||
March 29, | December 28, | |||||||
2014 | 2013 | |||||||
Senior Notes: | ||||||||
5.375% Senior Notes due 2022 | $ | 500,000 | $ | — | ||||
8.5% Senior Notes due 2018 | $ | — | $ | 250,000 | ||||
Senior Secured Credit Facilities: | ||||||||
Term Loan A | $ | 333,964 | $ | 340,030 | ||||
Term Loan B | $ | 1,300,536 | $ | — | ||||
Revolving Credit Facility: | ||||||||
Maximum availability | $ | 1,000,000 | $ | 1,000,000 | ||||
Borrowings outstanding | 219,015 | 286,676 | ||||||
Letters of credit issued | 32,662 | 32,662 | ||||||
Availability | $ | 748,323 | $ | 680,662 | ||||
Other_Comprehensive_Income_Tab
Other Comprehensive Income (Tables) | 3 Months Ended | ||||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||
Schedule of Comprehensive Income (Loss) | ' | ||||||||||||||||||
The components of other comprehensive income (loss) and the related tax impacts for the three months ended March 29, 2014 and March 30, 2013 are as follows (in thousands): | |||||||||||||||||||
Three Months Ended | |||||||||||||||||||
Before-Tax | Tax (Expense) | Net-of-Tax | |||||||||||||||||
Amount | or Benefit | Amount | |||||||||||||||||
March 29, 2014 | March 30, 2013 | March 29, 2014 | March 30, 2013 | March 29, 2014 | March 30, 2013 | ||||||||||||||
Defined benefit pension plans | |||||||||||||||||||
Amortization of prior service cost | $ | 4 | $ | 15 | $ | (2 | ) | $ | (6 | ) | $ | 2 | $ | 9 | |||||
Amortization of actuarial loss | 519 | 1,300 | (201 | ) | (504 | ) | 318 | 796 | |||||||||||
Total defined benefit pension plans | 523 | 1,315 | (203 | ) | (510 | ) | 320 | 805 | |||||||||||
Natural gas swap derivatives | |||||||||||||||||||
Loss/(gain) reclassified to net income | (357 | ) | 57 | 139 | (22 | ) | (218 | ) | 35 | ||||||||||
Gain/(loss) activity recognized in other comprehensive income (loss) | 172 | 184 | (67 | ) | (71 | ) | 105 | 113 | |||||||||||
Total natural gas swap derivatives | (185 | ) | 241 | 72 | (93 | ) | (113 | ) | 148 | ||||||||||
Corn option derivatives | |||||||||||||||||||
Loss/(gain) reclassified to net income | (1,292 | ) | (42 | ) | 501 | 16 | (791 | ) | (26 | ) | |||||||||
Gain/(loss) activity recognized in other comprehensive income (loss) | (1,319 | ) | 1,591 | 512 | (616 | ) | (807 | ) | 975 | ||||||||||
Total corn option derivatives | (2,611 | ) | 1,549 | 1,013 | (600 | ) | (1,598 | ) | 949 | ||||||||||
Foreign currency translation | 20,615 | — | — | — | 20,615 | — | |||||||||||||
Other comprehensive income (loss) | $ | 18,342 | $ | 3,105 | $ | 882 | $ | (1,203 | ) | $ | 19,224 | $ | 1,902 | ||||||
Reclassification out of Accumulated Other Comprehensive Income | ' | ||||||||||||||||||
The following table presents the amounts reclassified out of each component of other comprehensive income (loss), net of tax for the three months ended March 29, 2014 and March 30, 2013 as follows (in thousands): | |||||||||||||||||||
Three Months Ended | |||||||||||||||||||
March 29, 2014 | March 30, 2013 | Statement of Operations Classification | |||||||||||||||||
Derivative instruments | |||||||||||||||||||
Natural gas swap derivatives | $ | 357 | $ | (57 | ) | Cost of sales and operating expenses | |||||||||||||
Corn option derivatives | 1,292 | 42 | Cost of sales and operating expenses | ||||||||||||||||
1,649 | (15 | ) | Total before tax | ||||||||||||||||
(640 | ) | 6 | Income taxes | ||||||||||||||||
1,009 | (9 | ) | Net of tax | ||||||||||||||||
Defined benefit pension plans | |||||||||||||||||||
Amortization of prior service cost | $ | (4 | ) | $ | (15 | ) | (a) | ||||||||||||
Amortization of actuarial loss | (519 | ) | (1,300 | ) | (a) | ||||||||||||||
(523 | ) | (1,315 | ) | Total before tax | |||||||||||||||
203 | 510 | Income taxes | |||||||||||||||||
(320 | ) | (805 | ) | Net of tax | |||||||||||||||
Total reclassifications | $ | 689 | $ | (814 | ) | Net of tax | |||||||||||||
(a) | These items are included in the computation of net periodic pension cost. See Note 9 Employee Benefit Plans for additional information. | ||||||||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||||||||||
The following table presents changes in each component of accumulated comprehensive income (loss) as of March 29, 2014 as follows (in thousands): | |||||||||||||||||||
Three Months Ended March 29, 2014 | |||||||||||||||||||
Foreign Currency | Derivative | Defined Benefit | |||||||||||||||||
Translation | Instruments | Pension Plans | Total | ||||||||||||||||
Accumulated Other Comprehensive Income (loss) December 28, 2013, net of tax | $ | (14,502 | ) | $ | 1,448 | $ | (16,369 | ) | $ | (29,423 | ) | ||||||||
Other comprehensive gain before reclassifications | 20,615 | (62 | ) | — | 20,553 | ||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | — | (1,649 | ) | 320 | (1,329 | ) | |||||||||||||
Net current-period other comprehensive income | 20,615 | (1,711 | ) | 320 | 19,224 | ||||||||||||||
Accumulated Other Comprehensive Income (loss) March 29, 2014, net of tax | 6,113 | $ | (263 | ) | $ | (16,049 | ) | $ | (10,199 | ) | |||||||||
Employee_Benefit_Plans_Tables
Employee Benefit Plans (Tables) | 3 Months Ended | |||||||||||||
Mar. 29, 2014 | ||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | |||||||||||||
Net pension cost | ' | |||||||||||||
Net pension cost for the three months ended March 29, 2014 and March 30, 2013 includes the following components (in thousands): | ||||||||||||||
Pension Benefits | Other Post Retirement Benefits | |||||||||||||
Three Months Ended | Three Months Ended | |||||||||||||
March 29, | March 30, | March 29, | March 30, | |||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Service cost | $ | 1,446 | $ | 77 | $ | 44 | $ | — | ||||||
Interest cost | 3,326 | 1,318 | 21 | — | ||||||||||
Expected return on plan assets | (383 | ) | (1,819 | ) | — | — | ||||||||
Amortization of prior service cost | 4 | 15 | — | — | ||||||||||
Amortization of net loss | 520 | 1,300 | — | — | ||||||||||
Net pension cost | $ | 4,913 | $ | 891 | $ | 65 | $ | — | ||||||
Derivatives_Tables
Derivatives (Tables) | 3 Months Ended | ||||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||||
Schedule of Derivative Instruments | ' | ||||||||||||||||||
All of these transactions are currently not designated for hedge accounting. (in thousands): | |||||||||||||||||||
Functional Currency | Contract Currency | ||||||||||||||||||
Type | Amount | Type | Amount | ||||||||||||||||
Brazilian real | 16,866 | Euro | 5,350 | ||||||||||||||||
Brazilian real | 17,223 | U.S. dollar | 7,250 | ||||||||||||||||
Euro | 245,890 | U.S. dollar | 336,886 | ||||||||||||||||
Euro | 28,995 | Polish zloty | 121,698 | ||||||||||||||||
Euro | 4,889 | Japanese yen | 686,916 | ||||||||||||||||
Euro | 21,185 | Chinese renminbi | 176,512 | ||||||||||||||||
Euro | 19,905 | Australian dollar | 29,850 | ||||||||||||||||
Euro | 6,985 | British pound | 5,773 | ||||||||||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | ' | ||||||||||||||||||
The following table presents the fair value of the Company’s derivative instruments under FASB authoritative guidance as of March 29, 2014 and December 28, 2013 (in thousands): | |||||||||||||||||||
Derivatives Designated | Balance Sheet | Asset Derivatives Fair Value | |||||||||||||||||
as Hedges | Location | March 29, 2014 | December 28, 2013 | ||||||||||||||||
Corn options | Other current assets | $ | 16 | $ | 2,349 | ||||||||||||||
Natural gas swaps | Other current assets | — | 120 | ||||||||||||||||
Total asset derivatives designated as hedges | $ | 16 | $ | 2,469 | |||||||||||||||
Derivatives Not | |||||||||||||||||||
Designated as | |||||||||||||||||||
Hedges | |||||||||||||||||||
Foreign currency contracts | Other current assets | $ | 1,449 | $ | 27,516 | ||||||||||||||
Heating oil swaps and options | Other current assets | 18 | 43 | ||||||||||||||||
Soybean oil options | Other current assets | 28 | — | ||||||||||||||||
Total asset derivatives not designated as hedges | $ | 1,495 | $ | 27,559 | |||||||||||||||
Total asset derivatives | $ | 1,511 | $ | 30,028 | |||||||||||||||
Derivatives Designated | Balance Sheet | Liability Derivatives Fair Value | |||||||||||||||||
as Hedges | Location | March 29, 2014 | December 28, 2013 | ||||||||||||||||
Corn options and futures | Accrued expenses | $ | 696 | $ | 1 | ||||||||||||||
Total liability derivatives designated as hedges | $ | 696 | $ | 1 | |||||||||||||||
Derivatives Not | |||||||||||||||||||
Designated as | |||||||||||||||||||
Hedges | |||||||||||||||||||
Foreign currency contracts | Accrued expenses | $ | 1,671 | $ | — | ||||||||||||||
Heating oil swaps and options | Accrued expenses | 5 | 2 | ||||||||||||||||
Corn options | Accrued expenses | 166 | — | ||||||||||||||||
Total liability derivatives not designated as hedges | $ | 1,842 | $ | 2 | |||||||||||||||
Total liability derivatives | $ | 2,538 | $ | 3 | |||||||||||||||
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | ' | ||||||||||||||||||
The effect of the Company’s derivative instruments on the consolidated financial statements as of and for the three months ended March 29, 2014 and March 30, 2013 is as follows (in thousands): | |||||||||||||||||||
Gain or (Loss) | Gain or (Loss) | ||||||||||||||||||
Gain or (Loss) | Reclassified from | Recognized in Income | |||||||||||||||||
Recognized in OCI | Accumulated OCI | on Derivatives | |||||||||||||||||
Derivatives | on Derivatives | into Income | (Ineffective Portion and | ||||||||||||||||
Designated as | (Effective Portion) (a) | (Effective Portion) (b) | Amount Excluded from | ||||||||||||||||
Cash Flow Hedges | Effectiveness Testing) (c) | ||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||||||||||||||
Corn options | $ | (1,319 | ) | $ | 1,591 | $ | 1,292 | $ | 42 | $ | 376 | $ | 254 | ||||||
Natural gas swaps | 172 | 184 | 357 | (57 | ) | 1 | (1 | ) | |||||||||||
Total | $ | (1,147 | ) | $ | 1,775 | $ | 1,649 | $ | (15 | ) | $ | 377 | $ | 253 | |||||
(a) | Amount recognized in accumulated OCI (effective portion) is reported as accumulated other comprehensive income/(loss) of approximately $1.1 million and approximately $1.8 million recorded net of taxes of approximately $0.4 million and less than $0.7 million as of March 29, 2014 and March 30, 2013, respectively. | ||||||||||||||||||
(b) | Gains and (losses) reclassified from accumulated OCI into income (effective portion) for corn options and natural gas swaps are included in cost of sales, respectively, in the Company’s consolidated statements of operations. | ||||||||||||||||||
(c) | Gains and (losses) recognized in income on derivatives (ineffective portion) for corn options and natural gas swaps is included in other income/(expense), net in the Company’s consolidated statements of operations. | ||||||||||||||||||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 3 Months Ended | ||||||||||||
Mar. 29, 2014 | |||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||
Fair value measured on recurring basis | ' | ||||||||||||
The fair value hierarchy has three levels based on the reliability of the inputs used to determine the fair value. | |||||||||||||
Fair Value Measurements at March 29, 2014 Using | |||||||||||||
Quoted Prices in | Significant Other | Significant | |||||||||||
Active Markets for | Observable | Unobservable | |||||||||||
Identical Assets | Inputs | Inputs | |||||||||||
(In thousands of dollars) | Total | (Level 1) | (Level 2) | (Level 3) | |||||||||
Assets: | |||||||||||||
Derivative instruments | $ | 1,511 | $ | — | $ | 1,511 | $ | — | |||||
Total Assets | $ | 1,511 | $ | — | $ | 1,511 | $ | — | |||||
Liabilities: | |||||||||||||
Derivative instruments | $ | 2,538 | $ | — | $ | 2,538 | $ | — | |||||
Senior notes | 511,250 | — | 511,250 | — | |||||||||
Term loan A | 335,634 | — | 335,634 | — | |||||||||
Term loan B | 1,302,647 | — | 1,302,647 | — | |||||||||
Revolver debt | 215,730 | — | 215,730 | — | |||||||||
Total Liabilities | $ | 2,367,799 | $ | — | $ | 2,367,799 | $ | — | |||||
Business_Segments_Tables
Business Segments (Tables) | 3 Months Ended | |||||||||||||||
Mar. 29, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Business Segments | ' | |||||||||||||||
Business Segments (in thousands): | ||||||||||||||||
Feed Ingredients | Food Ingredients | Fuel Ingredients | Corporate | Total | ||||||||||||
Three Months Ended March 29, 2014 | ||||||||||||||||
Net Sales | $ | 571,936 | $ | 271,082 | $ | 88,417 | $ | — | $ | 931,435 | ||||||
Cost of sales and operating expenses | 446,039 | 235,358 | 74,177 | (121 | ) | 755,453 | ||||||||||
Gross Margin | 125,897 | 35,724 | 14,240 | 121 | 175,982 | |||||||||||
Selling, general and administrative expense | 52,376 | 27,795 | 4,815 | 9,943 | 94,929 | |||||||||||
Acquisition costs | — | — | — | 15,948 | 15,948 | |||||||||||
Depreciation and amortization | 37,730 | 16,471 | 7,212 | 4,256 | 65,669 | |||||||||||
Segment operating income/ (loss) | 35,791 | (8,542 | ) | 2,213 | (30,026 | ) | (564 | ) | ||||||||
Equity in net income of unconsolidated subsidiaries | 403 | — | 4,674 | — | 5,077 | |||||||||||
Segment income | 36,194 | (8,542 | ) | 6,887 | (30,026 | ) | 4,513 | |||||||||
Total other expense | (73,809 | ) | ||||||||||||||
Income before income taxes | $ | (69,296 | ) | |||||||||||||
Segment assets at March 29, 2014 | $ | 2,708,147 | $ | 1,841,634 | $ | 719,644 | $ | 280,434 | $ | 5,549,859 | ||||||
Feed Ingredients | Food Ingredients | Fuel Ingredients | Corporate | Total | ||||||||||||
Three Months Ended March 30, 2013 | ||||||||||||||||
Net Sales | $ | 443,782 | $ | — | $ | 1,640 | $ | — | $ | 445,422 | ||||||
Cost of sales and operating expenses | 321,192 | — | 1,361 | 133 | 322,686 | |||||||||||
Gross Margin | 122,590 | — | 279 | (133 | ) | 122,736 | ||||||||||
Selling, general and administrative expense | 34,086 | — | 96 | 8,111 | 42,293 | |||||||||||
Acquisition costs | — | — | — | — | — | |||||||||||
Depreciation and amortization | 20,477 | — | 31 | 1,359 | 21,867 | |||||||||||
Segment operating income/ (loss) | 68,027 | — | 152 | (9,603 | ) | 58,576 | ||||||||||
Equity in net income of unconsolidated subsidiaries | — | — | (1,195 | ) | — | (1,195 | ) | |||||||||
Segment income | 68,027 | — | (1,043 | ) | (9,603 | ) | 57,381 | |||||||||
Total other expense | (4,558 | ) | ||||||||||||||
Income before income taxes | $ | 52,823 | ||||||||||||||
Segment assets at December 28, 2013 | $ | 1,986,564 | $ | — | $ | 179,722 | $ | 1,077,847 | $ | 3,244,133 | ||||||
Guarantor_Financial_Informatio1
Guarantor Financial Information (Tables) | 3 Months Ended | |||||||||||||||
Mar. 29, 2014 | ||||||||||||||||
Guarantor Financial Information [Abstract] | ' | |||||||||||||||
Guarantor Financial Information Condensed Consolidating Balance Sheet | ' | |||||||||||||||
Condensed Consolidating Balance Sheet | ||||||||||||||||
As of March 29, 2014 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated | ||||||||||||
ASSETS | ||||||||||||||||
Cash and cash equivalents | $ | 54,293 | $ | 13,451 | $ | 75,678 | $ | — | $ | 143,422 | ||||||
Restricted cash | 102 | — | 262 | — | 364 | |||||||||||
Accounts receivable | 75,149 | 551,127 | 293,012 | (483,902 | ) | 435,386 | ||||||||||
Inventories | 15,183 | 85,269 | 310,069 | — | 410,521 | |||||||||||
Income taxes refundable | 28,569 | 3,732 | (6,946 | ) | — | 25,355 | ||||||||||
Prepaid expenses | 16,157 | 1,544 | 12,778 | — | 30,479 | |||||||||||
Other current assets | 1,280 | 57 | 31,641 | — | 32,978 | |||||||||||
Deferred income taxes | 15,731 | — | 4,202 | — | 19,933 | |||||||||||
Total current assets | 206,464 | 655,180 | 720,696 | (483,902 | ) | 1,098,438 | ||||||||||
Investment in subsidiaries | 3,655,852 | 1,974,799 | 7,994,506 | (13,625,157 | ) | — | ||||||||||
Property, plant and equipment, net | 201,459 | 392,624 | 1,087,553 | — | 1,681,636 | |||||||||||
Intangible assets, net | 22,848 | 333,316 | 698,444 | — | 1,054,608 | |||||||||||
Goodwill | 21,860 | 617,243 | 837,438 | — | 1,476,541 | |||||||||||
Investment in unconsolidated subsidiary | — | — | 149,025 | — | 149,025 | |||||||||||
Other assets | 73,870 | 588,801 | (211,690 | ) | (370,997 | ) | 79,984 | |||||||||
Deferred taxes | (847 | ) | 847 | 9,627 | — | 9,627 | ||||||||||
$ | 4,181,506 | $ | 4,562,810 | $ | 11,285,599 | $ | (14,480,056 | ) | $ | 5,549,859 | ||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||
Current portion of long-term debt | $ | 18,500 | $ | 86 | $ | 43,865 | $ | — | $ | 62,451 | ||||||
Accounts payable | 492,596 | 35,099 | 266,800 | (478,415 | ) | 316,080 | ||||||||||
Accrued expenses | 74,197 | 15,920 | 64,802 | (5,487 | ) | 149,432 | ||||||||||
Deferred taxes | — | — | 1,764 | — | 1,764 | |||||||||||
Total current liabilities | $ | 585,293 | $ | 51,105 | $ | 377,231 | $ | (483,902 | ) | $ | 529,727 | |||||
Long-term debt, net of current portion | 1,436,500 | 13,359 | 1,251,631 | (370,996 | ) | 2,330,494 | ||||||||||
Other noncurrent liabilities | 35,876 | 5,893 | 64,431 | — | 106,200 | |||||||||||
Deferred income taxes | 131,373 | 7,726 | 348,587 | — | 487,686 | |||||||||||
Total liabilities | 2,189,042 | 78,083 | 2,041,880 | (854,898 | ) | 3,454,107 | ||||||||||
Total stockholders’ equity | 1,992,464 | 4,484,727 | 9,243,719 | (13,625,158 | ) | 2,095,752 | ||||||||||
$ | 4,181,506 | $ | 4,562,810 | $ | 11,285,599 | $ | (14,480,056 | ) | $ | 5,549,859 | ||||||
Condensed Consolidating Balance Sheet | ||||||||||||||||
As of December 28, 2013 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated | ||||||||||||
ASSETS | ||||||||||||||||
Cash and cash equivalents | $ | 857,267 | $ | 6,117 | $ | 7,473 | $ | — | $ | 870,857 | ||||||
Restricted cash | 102 | — | 252 | — | 354 | |||||||||||
Accounts receivable | 41,464 | 484,091 | 16,092 | (428,803 | ) | 112,844 | ||||||||||
Inventories | 20,799 | 36,314 | 8,020 | — | 65,133 | |||||||||||
Income taxes refundable | 14,397 | — | 115 | — | 14,512 | |||||||||||
Prepaid expenses | 9,347 | 3,794 | 1,082 | — | 14,223 | |||||||||||
Other current assets | 31,248 | 15 | 1,027 | — | 32,290 | |||||||||||
Deferred income taxes | 15,107 | — | 2,182 | — | 17,289 | |||||||||||
Total current assets | 989,731 | 530,331 | 36,243 | (428,803 | ) | 1,127,502 | ||||||||||
Investment in subsidiaries | 2,140,869 | 63,116 | — | (2,203,985 | ) | — | ||||||||||
Property, plant and equipment, net | 172,533 | 356,772 | 137,268 | — | 666,573 | |||||||||||
Intangible assets, net | 15,896 | 340,611 | 232,157 | — | 588,664 | |||||||||||
Goodwill | 21,860 | 424,244 | 255,533 | — | 701,637 | |||||||||||
Investment in unconsolidated subsidiary | — | — | 115,114 | — | 115,114 | |||||||||||
Other assets | 40,588 | 373,699 | 1,352 | (370,996 | ) | 44,643 | ||||||||||
$ | 3,381,477 | $ | 2,088,773 | $ | 777,667 | $ | (3,003,784 | ) | $ | 3,244,133 | ||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||
Current portion of long-term debt | $ | 10,000 | $ | 87 | $ | 9,801 | $ | — | $ | 19,888 | ||||||
Accounts payable | 425,117 | 21,236 | 22,939 | (425,550 | ) | 43,742 | ||||||||||
Accrued expenses | 85,165 | 20,178 | 11,084 | (3,253 | ) | 113,174 | ||||||||||
Total current liabilities | 520,282 | 41,501 | 43,824 | (428,803 | ) | 176,804 | ||||||||||
Long-term debt, net of current portion | 680,000 | 55 | 557,888 | (370,996 | ) | 866,947 | ||||||||||
Other noncurrent liabilities | 36,381 | — | 4,290 | — | 40,671 | |||||||||||
Deferred income taxes | 123,862 | — | 14,897 | — | 138,759 | |||||||||||
Total liabilities | 1,360,525 | 41,556 | 620,899 | (799,799 | ) | 1,223,181 | ||||||||||
Total stockholders’ equity | 2,020,952 | 2,047,217 | 156,768 | (2,203,985 | ) | 2,020,952 | ||||||||||
$ | 3,381,477 | $ | 2,088,773 | $ | 777,667 | $ | (3,003,784 | ) | $ | 3,244,133 | ||||||
Guarantor Financial Information Condensed Consolidating Statements Of Operations | ' | |||||||||||||||
Condensed Consolidating Statements of Operations | ||||||||||||||||
For the three months ended March 29, 2014 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated | ||||||||||||
Net sales | $ | 147,055 | $ | 389,107 | $ | 484,046 | $ | (88,773 | ) | $ | 931,435 | |||||
Cost and expenses: | ||||||||||||||||
Cost of sales and operating expenses | 110,794 | 313,008 | 420,424 | (88,773 | ) | 755,453 | ||||||||||
Selling, general and administrative expenses | 37,552 | 13,876 | 43,501 | — | 94,929 | |||||||||||
Acquisition costs | 14,381 | — | 1,567 | — | 15,948 | |||||||||||
Depreciation and amortization | 7,518 | 19,511 | 38,640 | — | 65,669 | |||||||||||
Total costs and expenses | 170,245 | 346,395 | 504,132 | (88,773 | ) | 931,999 | ||||||||||
Operating income | (23,190 | ) | 42,712 | (20,086 | ) | — | (564 | ) | ||||||||
Interest expense | (50,301 | ) | 5,225 | (13,781 | ) | — | (58,857 | ) | ||||||||
Foreign currency gains/ (losses) | (12,228 | ) | (92 | ) | (1,494 | ) | — | (13,814 | ) | |||||||
Other, net | (1,453 | ) | (797 | ) | 1,112 | — | (1,138 | ) | ||||||||
Equity in net income of unconsolidated subsidiary | — | — | 5,077 | — | 5,077 | |||||||||||
Earnings in investments in subsidiaries | 11,361 | — | — | (11,361 | ) | — | ||||||||||
Income/(loss) before taxes | (75,811 | ) | 47,048 | (29,172 | ) | (11,361 | ) | (69,296 | ) | |||||||
Income taxes (benefit) | (23,008 | ) | 12,418 | (7,700 | ) | — | (18,290 | ) | ||||||||
Net income/(loss) attributable to noncontrolling interests | — | — | (1,797 | ) | — | (1,797 | ) | |||||||||
Net income (loss) attributable to Darling | $ | (52,803 | ) | $ | 34,630 | $ | (23,269 | ) | $ | (11,361 | ) | $ | (52,803 | ) | ||
Condensed Consolidating Statements of Operations | ||||||||||||||||
For the three months ended March 30, 2013 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated | ||||||||||||
Net sales | $ | 161,872 | $ | 319,411 | $ | 4,134 | $ | (39,995 | ) | $ | 445,422 | |||||
Cost and expenses: | ||||||||||||||||
Cost of sales and operating expenses | 124,104 | 234,521 | 4,056 | (39,995 | ) | 322,686 | ||||||||||
Selling, general and administrative expenses | 22,567 | 19,686 | 40 | — | 42,293 | |||||||||||
Depreciation and amortization | 6,138 | 15,723 | 6 | — | 21,867 | |||||||||||
Total costs and expenses | 152,809 | 269,930 | 4,102 | (39,995 | ) | 386,846 | ||||||||||
Operating income | 9,063 | 49,481 | 32 | — | 58,576 | |||||||||||
Interest expense | (5,621 | ) | (4 | ) | — | — | (5,625 | ) | ||||||||
Other, net | 938 | 135 | (6 | ) | — | 1,067 | ||||||||||
Equity in net loss of unconsolidated subsidiary | — | — | (1,195 | ) | — | (1,195 | ) | |||||||||
Earnings in investments in subsidiaries | 29,718 | — | — | (29,718 | ) | — | ||||||||||
Income/(loss) before taxes | 34,098 | 49,612 | (1,169 | ) | (29,718 | ) | 52,823 | |||||||||
Income taxes | 1,693 | 19,177 | (452 | ) | — | 20,418 | ||||||||||
Net income (loss) | $ | 32,405 | $ | 30,435 | $ | (717 | ) | $ | (29,718 | ) | $ | 32,405 | ||||
Condensed | ||||||||||||||||
Guarantor Financial Information Condensed Consolidating Statements of Comprehensive Income (Loss) | ' | |||||||||||||||
Condensed Consolidating Statements of Comprehensive Income (Loss) | ||||||||||||||||
For the three months ended March 29, 2014 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated | ||||||||||||
Net income | $ | (51,006 | ) | $ | 34,630 | $ | (23,269 | ) | $ | (11,361 | ) | $ | (51,006 | ) | ||
Other comprehensive income (loss), net of tax: | ||||||||||||||||
Foreign currency translation | — | — | 20,615 | — | 20,615 | |||||||||||
Pension adjustments | 320 | — | — | — | 320 | |||||||||||
Natural gas swap derivative adjustments | (113 | ) | — | — | — | (113 | ) | |||||||||
Corn option derivative adjustments | (1,598 | ) | — | — | — | (1,598 | ) | |||||||||
Total other comprehensive income, net of tax | (1,391 | ) | — | 20,615 | — | 19,224 | ||||||||||
Total comprehensive income (loss) | $ | (52,397 | ) | $ | 34,630 | $ | (2,654 | ) | $ | (11,361 | ) | $ | (31,782 | ) | ||
Condensed Consolidating Statements of Comprehensive Income (Loss) | ||||||||||||||||
For the three months ended March 30, 2013 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated | ||||||||||||
Net income | $ | 32,405 | $ | 30,435 | $ | (717 | ) | $ | (29,718 | ) | $ | 32,405 | ||||
Other comprehensive income (loss), net of tax: | ||||||||||||||||
Pension adjustments | 805 | — | — | — | 805 | |||||||||||
Natural gas swap derivative adjustments | 148 | — | — | — | 148 | |||||||||||
Corn option derivative adjustments | 949 | — | — | — | 949 | |||||||||||
Total other comprehensive income, net of tax | 1,902 | — | — | — | 1,902 | |||||||||||
Total comprehensive income (loss) | $ | 34,307 | $ | 30,435 | $ | (717 | ) | $ | (29,718 | ) | $ | 34,307 | ||||
Guarantor Financial Information Condensed Consolidating Statements Of Cash Flows | ' | |||||||||||||||
Condensed Consolidating Statements of Cash Flows | ||||||||||||||||
For the three months ended March 29, 2014 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated | ||||||||||||
Cash flows from operating activities: | ||||||||||||||||
Net income | $ | (51,006 | ) | $ | 34,630 | $ | (23,269 | ) | $ | (11,361 | ) | $ | (51,006 | ) | ||
Earnings in investments in subsidiaries | (11,361 | ) | — | — | 11,361 | — | ||||||||||
Other operating cash flows | 35,205 | (11,156 | ) | (3,547 | ) | — | 20,502 | |||||||||
Net cash provided by operating activities | (27,162 | ) | 23,474 | (26,816 | ) | — | (30,504 | ) | ||||||||
Cash flows from investing activities: | ||||||||||||||||
Capital expenditures | (14,754 | ) | (16,332 | ) | (20,274 | ) | — | (51,360 | ) | |||||||
Acquisitions | — | (645 | ) | (2,081,045 | ) | — | (2,081,690 | ) | ||||||||
Investment in subsidiaries and affiliates | (1,483,007 | ) | (2,217,686 | ) | (7,688,504 | ) | 11,389,197 | — | ||||||||
Note receivable from affiliates | — | (204,074 | ) | 204,074 | — | — | ||||||||||
Gross proceeds from sale of property, plant and equipment and other assets | 298 | 857 | 169 | — | 1,324 | |||||||||||
Proceeds from insurance settlements | — | — | — | — | — | |||||||||||
Payments related to routes and other intangibles | (6,812 | ) | — | — | — | (6,812 | ) | |||||||||
Net cash used in investing activities | (1,504,275 | ) | (2,437,880 | ) | (9,585,580 | ) | 11,389,197 | (2,138,538 | ) | |||||||
Cash flows from financing activities: | ||||||||||||||||
Proceeds for long-term debt | 1,100,000 | — | 697,509 | — | 1,797,509 | |||||||||||
Payments on long-term debt | (250,000 | ) | (22 | ) | (13,949 | ) | — | (263,971 | ) | |||||||
Borrowings from revolving facilities | 122,445 | — | 100,865 | — | 223,310 | |||||||||||
Payments on revolving facilities | (207,445 | ) | — | (66,029 | ) | — | (273,474 | ) | ||||||||
Deferred loan costs | (35,292 | ) | — | (3,494 | ) | — | (38,786 | ) | ||||||||
Issuances of common stock | 2,504 | — | — | — | 2,504 | |||||||||||
Contributions from parent | — | 2,421,762 | 8,967,435 | (11,389,197 | ) | — | ||||||||||
Minimum withholding taxes paid on stock awards | (4,709 | ) | — | — | — | (4,709 | ) | |||||||||
Excess tax benefits from stock-based compensation | 960 | — | — | — | 960 | |||||||||||
Net cash used in financing activities | 728,463 | 2,421,740 | 9,682,337 | (11,389,197 | ) | 1,443,343 | ||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | — | (1,736 | ) | — | (1,736 | ) | |||||||||
Net increase/(decrease) in cash and cash equivalents | (802,974 | ) | 7,334 | 68,205 | — | (727,435 | ) | |||||||||
Cash and cash equivalents at beginning of year | 857,267 | 6,117 | 7,473 | — | 870,857 | |||||||||||
Cash and cash equivalents at end of year | $ | 54,293 | $ | 13,451 | $ | 75,678 | $ | — | $ | 143,422 | ||||||
Condensed Consolidating Statements of Cash Flows | ||||||||||||||||
For the three months ended March 30, 2013 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Issuer | Guarantors | Non-guarantors | Eliminations | Consolidated | ||||||||||||
Cash flows from operating activities: | ||||||||||||||||
Net income | $ | 32,405 | $ | 30,435 | $ | (717 | ) | $ | (29,718 | ) | $ | 32,405 | ||||
Earnings in investments in subsidiaries | (29,718 | ) | — | — | 29,718 | — | ||||||||||
Other operating cash flows | 46,516 | (20,600 | ) | 1,161 | — | 27,077 | ||||||||||
Net cash provided by operating activities | 49,203 | 9,835 | 444 | — | 59,482 | |||||||||||
Cash flows from investing activities: | ||||||||||||||||
Capital expenditures | (13,173 | ) | (13,219 | ) | — | — | (26,392 | ) | ||||||||
Acquisitions | — | — | — | — | — | |||||||||||
Investment in subsidiaries and affiliates | (12,560 | ) | — | (12,535 | ) | 12,560 | (12,535 | ) | ||||||||
Gross proceeds from sale of property, plant and equipment and other assets | 131 | 281 | — | — | 412 | |||||||||||
Proceeds from insurance settlements | — | — | — | — | — | |||||||||||
Payments related to routes and other intangibles | (613 | ) | — | — | — | (613 | ) | |||||||||
Net cash used in investing activities | (26,215 | ) | (12,938 | ) | (12,535 | ) | 12,560 | (39,128 | ) | |||||||
Cash flows from financing activities: | ||||||||||||||||
Payments on long-term debt | — | (21 | ) | — | — | (21 | ) | |||||||||
Issuances of common stock | 16 | — | — | — | 16 | |||||||||||
Contributions from parent | — | — | 12,560 | (12,560 | ) | — | ||||||||||
Minimum withholding taxes paid on stock awards | (2,523 | ) | — | — | — | (2,523 | ) | |||||||||
Excess tax benefits from stock-based compensation | 702 | — | — | — | 702 | |||||||||||
Net cash used in financing activities | (1,805 | ) | (21 | ) | 12,560 | (12,560 | ) | (1,826 | ) | |||||||
Net increase/(decrease) in cash and cash equivalents | 21,183 | (3,124 | ) | 469 | — | 18,528 | ||||||||||
Cash and cash equivalents at beginning of year | 96,945 | 5,577 | 727 | — | 103,249 | |||||||||||
Cash and cash equivalents at end of year | $ | 118,128 | $ | 2,453 | $ | 1,196 | $ | — | $ | 121,777 | ||||||
General_Details
General (Details) | Mar. 29, 2014 | Jan. 07, 2014 | Jan. 07, 2014 |
facilities | Vion Ingredients [Member] | Best Hides GmbH [Member] | |
continent | Vion Ingredients [Member] | ||
Business Acquisition [Line Items] | ' | ' | ' |
Business acquisition, percentage of interests acquired | ' | ' | 60.00% |
Number of continents in which entity operates | ' | 5 | ' |
Number of Processing and Transfer Facilities (over 200) | 200 | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ' | ' |
Minimum fiscal year period in days | '364 days | ' |
Maximum fiscal year period in days | '371 days | ' |
Fiscal quarter period in days | '91 days | '91 days |
Foreign currency translation | $20,615 | $0 |
Foreign currency gains/ (losses) | -13,814 | 0 |
Basic: | ' | ' |
Net income | -52,803 | 32,405 |
Shares | 164,386,000 | 117,915,000 |
Per Share | ($0.32) | $0.27 |
Effect of dilutive securities: [Abstract] | ' | ' |
Add: Option shares in the money and dilutive effect of non-vested stock | 0 | 690,000 |
Less: Pro forma treasury shares | 0 | -312,000 |
Diluted: | ' | ' |
Net Income | -52,803 | 32,405 |
Shares | 164,386,000 | 118,293,000 |
Per Share | ($0.32) | $0.27 |
Stock Options [Member] | ' | ' |
Antidilutive Securities [Abstract] | ' | ' |
Antidilutive securities excluded from computation of earnings per share (in shares) | 942,956 | 191,628 |
Non Vested Stock [Member] | ' | ' |
Antidilutive Securities [Abstract] | ' | ' |
Antidilutive securities excluded from computation of earnings per share (in shares) | 856,568 | 64,180 |
Net Investment Hedging [Member] | ' | ' |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ' | ' |
Foreign currency gains/ (losses) | ($12,600) | ' |
Acquisitions_Narrative_Details
Acquisitions (Narrative) (Details) | 3 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | |||||||||||||
Mar. 29, 2014 | Mar. 30, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Jan. 02, 2014 | Jan. 07, 2014 | Jan. 07, 2014 | Mar. 29, 2014 | Jan. 07, 2014 | Jan. 07, 2014 | Jan. 07, 2014 | Jan. 07, 2014 | Jan. 07, 2014 | Jan. 07, 2014 | Jan. 07, 2014 | Mar. 29, 2014 | Oct. 28, 2013 | Oct. 28, 2013 | Aug. 26, 2013 | Mar. 29, 2014 | |
USD ($) | USD ($) | USD ($) | Common Stock [Member] | Senior Notes [Member] | Vion Ingredients [Member] | Vion Ingredients [Member] | Vion Ingredients [Member] | Vion Ingredients [Member] | Vion Ingredients [Member] | Vion Ingredients [Member] | Vion Ingredients [Member] | Vion Ingredients [Member] | Vion Ingredients [Member] | Vion Ingredients [Member] | Rothsay and VION Acquisitions [Member] | Rothsay [Member] | Rothsay [Member] | Terra Holding Company [Member] | Terra Holding Company [Member] | |
USD ($) | USD ($) | USD ($) | EUR (€) | USD ($) | Feed Ingredients [Member] | Food Ingredients [Member] | Fuel Ingredients [Member] | Collection Routes [Member] | Permits [Member] | Patents and Other Intangibles [Member] | Trademarks and Trade Names [Member] | USD ($) | USD ($) | CAD | USD ($) | USD ($) | ||||
continent | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | facilities | facilities | |||||||||||
facilities | ||||||||||||||||||||
brand | ||||||||||||||||||||
product | ||||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of plants | ' | ' | ' | ' | ' | 67 | 67 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 | 5 | ' | ' |
Number of continents in which entity operates | ' | ' | ' | ' | ' | 5 | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of brands | ' | ' | ' | ' | ' | 6 | 6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of products in portfolio (over 400) | ' | ' | ' | ' | ' | 400 | 400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price of transaction | ' | ' | ' | ' | ' | $2,200,000,000 | € 1,600,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $612,600,000 | 640,200,000 | ' | ' |
Foreign currency exchange rate, translation | ' | ' | ' | ' | ' | 1.3605 | 1.3605 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.9569 | 0.9569 | ' | ' |
Stock issued, value | ' | ' | ' | 874,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face amount of debt instrument | ' | ' | ' | ' | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | 1,476,541,000 | ' | 701,637,000 | ' | ' | 774,778,000 | ' | ' | 247,200,000 | 410,300,000 | 117,300,000 | ' | ' | ' | ' | ' | ' | ' | 65,700,000 | ' |
Goodwill deductible for tax purposes, percent | ' | ' | ' | ' | ' | 31.00% | 31.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Indefinite-Lived intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31,800,000 | ' | ' | ' | ' | ' |
Finite-lived Intangibles assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 211,400,000 | 223,100,000 | 15,500,000 | ' | ' | ' | ' | 46,200,000 | ' |
Weighted average useful life of identifiable intangibles | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '15 years | '8 years | ' | ' | ' | ' | '12 years | ' |
Business combination, transaction costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,900,000 | ' | ' | ' | ' |
Payments to acquire business, cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 644,500,000 | 122,100,000 | 700,000 |
Contingent receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,300,000 | ' | ' |
Acquisition Assets Acquired and Liabilities Assumed [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | ' | ' | 1,008,282,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,700,000 | ' |
Goodwill | 1,476,541,000 | ' | 701,637,000 | ' | ' | 774,778,000 | ' | ' | 247,200,000 | 410,300,000 | 117,300,000 | ' | ' | ' | ' | ' | ' | ' | 65,700,000 | ' |
Deferred tax liability | ' | ' | ' | ' | ' | 361,817,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,100,000 | ' |
Working capital | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,600,000 | ' |
Goodwill, expected tax deductible amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,200,000 | ' |
Weighted average useful life of identifiable intangibles | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '15 years | '8 years | ' | ' | ' | ' | '12 years | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | 489,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income/ (loss) | ($52,803,000) | $32,405,000 | ' | ' | ' | ' | ' | $19,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_Recognized_Assets
Acquisitions (Recognized Assets Acquired and Liabilities Assumed) (Details) (USD $) | Mar. 29, 2014 | Dec. 28, 2013 | Jan. 07, 2014 |
In Thousands, unless otherwise specified | Vion Ingredients [Member] | ||
Business Acquisition [Line Items] | ' | ' | ' |
Accounts receivable | ' | ' | $318,272 |
Inventory | ' | ' | 374,970 |
Deferred tax asset | ' | ' | 18,132 |
Property and equipment | ' | ' | 1,008,282 |
Identifiable intangibles | ' | ' | 481,833 |
Goodwill | 1,476,541 | 701,637 | 774,778 |
Investment in unconsolidated subsidiaries | ' | ' | 28,493 |
Other long term assets | ' | ' | 1,101 |
Accounts payable | ' | ' | -358,013 |
Current portion of long-term debt | ' | ' | -16,360 |
Accrued expenses | ' | ' | -19,241 |
Deferred tax liability | ' | ' | -361,817 |
Long debt obligations | ' | ' | -6,906 |
Other non-current liabilities | ' | ' | -62,039 |
Noncontrolling interests | ' | ' | -100,440 |
Purchase price, net of cash acquired | ' | ' | $2,081,045 |
Acquisitions_Proforma_Results_
Acquisitions (Proforma Results) (Details) (Rothsay and VION Acquisitions [Member], USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 29, 2014 |
Rothsay and VION Acquisitions [Member] | ' |
Business Acquisition [Line Items] | ' |
Net sales | $1,037,714 |
Income from continuing operations | 82,514 |
Net income | $64,916 |
Earnings per share | ' |
Basic (in dollars per share) | $0.39 |
Diluted (in dollars per share) | $0.39 |
Inventories_Details
Inventories (Details) (USD $) | Mar. 29, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Finished product | $285,019 | $57,681 |
WIP | 76,727 | 0 |
Supplies and other | 48,775 | 7,452 |
Inventories | $410,521 | $65,133 |
Investment_in_Unconsolidated_S2
Investment in Unconsolidated Subsidiary (Details) (USD $) | 3 Months Ended | 3 Months Ended | |||||
Mar. 29, 2014 | Mar. 30, 2013 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 30, 2013 | Jan. 21, 2011 | Jan. 21, 2011 | |
Diamond Green Diesel Holdings LLC Joint Venture [Member] | Diamond Green Diesel Holdings LLC Joint Venture [Member] | Diamond Green Diesel Holdings LLC Joint Venture [Member] | Diamond Green Diesel Holdings LLC Joint Venture [Member] | ||||
boe | Valero Energy Corporation [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | 50.00% | 50.00% |
Joint Venture Potential Barrels Of Fuel Per Day | ' | ' | ' | 9,300 | ' | ' | ' |
Line of credit term | ' | ' | ' | '14 years | ' | ' | ' |
Term loan facility | ' | ' | ' | $221,300,000 | ' | ' | ' |
Investment in the joint venture | 149,025,000 | ' | 115,114,000 | 119,800,000 | ' | ' | ' |
Income (loss) from equity method investments | $5,077,000 | ($1,195,000) | ' | $4,700,000 | ($1,200,000) | ' | ' |
Investment_in_Unconsolidated_S3
Investment in Unconsolidated Subsidiary (Selected Financial Information) (Details) (Diamond Green Diesel Holdings LLC Joint Venture [Member], USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Diamond Green Diesel Holdings LLC Joint Venture [Member] | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' |
Total Assets | $491,826 | ' |
Partners' Capital | 239,576 | ' |
Revenues | 119,657 | 0 |
Net Income | $9,348 | ($1,195) |
Debt_Schedule_of_Longterm_Debt
Debt (Schedule of Long-term Debt) (Details) | Mar. 29, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 29, 2014 |
USD ($) | CAD | USD ($) | Term Loan A Facility [Member] | Term Loan A Facility [Member] | Term Loan B Facility [Member] | Term Loan B Facility [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Notes Payable, Other Payables [Member] | Notes Payable, Other Payables [Member] | Term Loan A Facility [Member] | Term Loan A Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Term Loan B Facility [Member] | Term Loan B Facility [Member] | |
Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Notes 5.375% Due 2022 [Member] | Senior Notes 5.375% Due 2022 [Member] | Senior Notes 8.5% due 2018 [Member] | Senior Notes 8.5% due 2018 [Member] | USD ($) | USD ($) | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Line of Credit [Member] | Line of Credit [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | ||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Canada, Dollars | Canadian Dealer Offered Rate (CDOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | USD ($) | Euro Member Countries, Euro | ||||||
CAD | Canada, Dollars | USD ($) | Euro Member Countries, Euro | Euro Member Countries, Euro | USD ($) | USD ($) | EUR (€) | ||||||||||||||||
CAD | CAD | EUR (€) | |||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt | $2,392,945,000 | ' | $886,835,000 | $333,964,000 | $340,030,000 | $1,300,536,000 | $0 | $500,000,000 | $0 | $0 | $250,000,000 | $39,430,000 | $10,129,000 | ' | ' | ' | ' | ' | ' | $219,015,000 | $286,676,000 | ' | ' |
Current portion of long-term debt | 62,451,000 | ' | 19,888,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, net of current portion | 2,330,494,000 | ' | 866,947,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 350,000,000 | 148,100,000 | 48,000,000 | 155,000,000 | 15,000,000 | 15,000,000 | ' | ' | 1,300,000,000 | 510,000,000 |
Capital lease obligations, current | ' | 3,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital lease obligations, noncurrent | ' | 6,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt_Senior_Secured_Credit_Fac
Debt (Senior Secured Credit Facilities) (Details) | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 |
USD ($) | Senior Secured Facilities [Member] | Secured Debt [Member] | Secured Debt [Member] | Term Loan A Facility [Member] | Term Loan A Facility [Member] | Term Loan A Facility [Member] | Term Loan A Facility [Member] | Term Loan A Facility [Member] | Term Loan A Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Letter of Credit [Member] | Letter of Credit [Member] | Swingline Sub-Facility [Member] | Term Loan B Facility [Member] | Term Loan B Facility [Member] | Term Loan B Facility [Member] | Term Loan B Facility [Member] | Term Loan B Facility [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | |
Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Term Loan A Facility [Member] | Term Loan A Facility [Member] | Revolving Credit Facility [Member] | Term Loan B Facility [Member] | Term Loan B Facility [Member] | Term Loan B Facility [Member] | Term Loan B Facility [Member] | Term Loan B Facility [Member] | Term Loan B Facility [Member] | |||
London Interbank Offered Rate (LIBOR) [Member] | Canadian Dealer Offered Rate (CDOR) [Member] | USD ($) | Canada, Dollars | U.S. dollar | Quarters One Thru Eight [Member] | Quarters Nine Thru Sixteen [Member] | Quarter Seventeen and Ongoing [Member] | USD ($) | USD ($) | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | Canadian Dealer Offered Rate (CDOR) [Member] | USD ($) | USD ($) | USD ($) | USD ($) | U.S. dollar | Euro | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | USD ($) | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | Senior Secured Facilities [Member] | |||
Canada, Dollars | CAD | USD ($) | USD ($) | Euro | Euro | Canada, Dollars | USD ($) | EUR (€) | Euro | London Interbank Offered Rate (LIBOR) [Member] | Canadian Prime Rate [Member] | USD ($) | USD ($) | EUR (€) | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | Euro Interbank Offered Rate [Member] | Base Rate [Member] | ||||||||||||||||
CAD | EUR (€) | CAD | U.S. dollar | Eurodollar [Member] | Eurodollar [Member] | U.S. dollar | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000,000,000 | $1,000,000,000 | ' | ' | ' | ' | $250,000,000 | ' | $50,000,000 | ' | ' | ' | ' | ' | $2,650,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face amount of debt instrument | ' | ' | ' | ' | 350,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit term | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Company availability under revolving loan facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 748,323,000 | 680,662,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 350,000,000 | ' | ' | ' | ' | ' | ' |
Line of credit outstanding | ' | ' | ' | ' | 350,000,000 | 148,100,000 | 200,000,000 | ' | ' | ' | ' | ' | 155,000,000 | 15,000,000 | 15,000,000 | 48,000,000 | 32,662,000 | 32,662,000 | ' | 1,300,000,000 | 600,000,000 | 510,000,000 | ' | ' | ' | ' | ' | ' | 600,000,000 | 700,000,000 | ' | ' | ' | ' |
Debt periodic payment, percent of principal | ' | ' | ' | ' | ' | ' | ' | 1.25% | 1.88% | 3.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis spread on variable rate | ' | ' | 2.50% | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | 2.75% | ' | 2.50% | 1.50% | ' | ' | ' | 2.50% | 0.75% | 2.75% | 1.50% |
Line of credit facility, interest rate at period end | ' | ' | 2.69% | 3.82% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.74% | 2.74% | ' | ' | ' | ' | ' | ' | ' | 3.25% | 3.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred loan costs | $35,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt_Senior_Notes_Due_2022_Det
Debt (Senior Notes Due 2022) (Details) (USD $) | Jan. 02, 2014 | Jan. 02, 2014 | Mar. 29, 2014 | Jan. 02, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Dec. 17, 2010 | Dec. 17, 2010 | Mar. 29, 2014 |
Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Unsecured Debt [Member] | Treasury Rate [Member] | |
Senior Notes 5.375% Due 2022 [Member] | Senior Notes 5.375% Due 2022 [Member] | Senior Notes 5.375% Due 2022 [Member] | Senior Notes 5.375% Due 2022 [Member] | Senior Notes 5.375% Due 2022 [Member] | Senior Notes 5.375% Due 2022 [Member] | Senior Notes 5.375% Due 2022 [Member] | Senior Notes 5.375% Due 2022 [Member] | Senior Notes 5.375% Due 2022 [Member] | Senior Notes 5.375% Due 2022 [Member] | Senior Notes 5.375% Due 2022 [Member] | Senior Notes 5.375% Due 2022 [Member] | Senior Notes 5.375% Due 2022 [Member] | Senior Notes 8.5% due 2018 [Member] | Senior Notes 8.5% due 2018 [Member] | Senior Notes [Member] | ||
Prior to January 15, 2017 [Member] | Prior to January 15, 2017 [Member] | 2017 [Member] | 2018 [Member] | 2019 [Member] | 2020 and thereafter [Member] | Prior to January 15, 2017 with Additional Restrictions [Member] | Change of Control [Member] | Asset Dispositions [Member] | Maximum [Member] | Minimum [Member] | Senior Notes 5.375% Due 2022 [Member] | ||||||
Prior to January 15, 2017 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face amount of debt instrument | $500,000,000 | $500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $250,000,000 | ' | ' |
Stated interest rate | ' | 5.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.50% | 8.50% | ' |
Guarantee indebtedness amount related to restricted subsidiary | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price, percentage | ' | ' | ' | ' | 100.00% | 104.03% | 102.69% | 101.34% | 100.00% | 105.38% | 101.00% | 100.00% | ' | ' | ' | ' | ' |
Applicable premium for redemption, percent of principle amount | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis spread on variable rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% |
Redemption price, percentage of principal amount redeemed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | 50.00% | ' | ' | ' |
Redemption period | ' | ' | '90 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change of control, minimum repurchase multiple amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000 | ' | ' | ' | ' | ' | ' |
Default event, percent of principal held in order to declare notes due and payable immediately | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period to consummate registered exchange offer after notes closing date | ' | '270 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt_Senior_Notes_due_2018_Det
Debt (Senior Notes due 2018) (Details) (Senior Notes [Member], USD $) | Jan. 02, 2014 | Feb. 07, 2014 | Dec. 17, 2010 |
Senior Notes 8.5% due 2018 [Member] | Senior Notes 8.5% due 2018 [Member] | ||
Debt Instrument [Line Items] | ' | ' | ' |
Face amount of debt instrument | $500,000,000 | ' | $250,000,000 |
Stated interest rate | ' | ' | 8.50% |
Debt redemption principal amount redeemed | ' | 280,400,000 | ' |
Debt redemption premium amount | ' | 27,300,000 | ' |
Deb redemption, accrued interest and penalties | ' | $3,100,000 | ' |
Debt_Credit_Agreement_and_Seni
Debt (Credit Agreement and Senior Notes Due) (Details) (USD $) | 3 Months Ended | |
Mar. 29, 2014 | Dec. 28, 2013 | |
Debt Instrument [Line Items] | ' | ' |
Outstanding borrowings | $2,392,945,000 | $886,835,000 |
Percent of stock of material domestic subsidiaries pledged to secure credit agreement obligation | 100.00% | ' |
Percent of capital stock of foreign subsidiary pledged to secure credit agreement obligation | 65.00% | ' |
Senior Notes [Member] | Senior Notes 5.375% Due 2022 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Outstanding borrowings | 500,000,000 | 0 |
Senior Notes [Member] | Senior Notes 8.5% due 2018 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Outstanding borrowings | 0 | 250,000,000 |
Term Loan A Facility [Member] | Senior Secured Facilities [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Outstanding borrowings | 333,964,000 | 340,030,000 |
Term Loan B Facility [Member] | Senior Secured Facilities [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Outstanding borrowings | 1,300,536,000 | 0 |
Revolving Credit Facility [Member] | Senior Secured Facilities [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Line of credit, maximum borrowing capacity | 1,000,000,000 | 1,000,000,000 |
Availability | 748,323,000 | 680,662,000 |
Revolving Credit Facility [Member] | Line of Credit [Member] | Senior Secured Facilities [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Outstanding borrowings | 219,015,000 | 286,676,000 |
Letter of Credit [Member] | Senior Secured Facilities [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Line of credit, maximum borrowing capacity | 250,000,000 | ' |
Line of credit outstanding | $32,662,000 | $32,662,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 29, 2014 |
Income Tax Disclosure [Abstract] | ' |
Increase (decrease) in deferred income taxes | $338.40 |
Unrecognized tax benefits, increase resulting from current period tax position | 8.2 |
Unrecognized tax benefits | 5.8 |
Income tax penalties and interest accrued | 3.1 |
Significant change in unrecognized tax benefits is reasonably possible, estimated change, upper bound | ($3.30) |
Other_Comprehensive_Income_Sch
Other Comprehensive Income (Schedule of OCI) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Before-Tax Amount: | ' | ' |
Amortization of prior service cost | $4 | $15 |
Amortization of actuarial loss | 519 | 1,300 |
Total defined benefit pension plans | 523 | 1,315 |
Loss activity recognized in other comprehensive loss | -1,100 | -1,800 |
Other Comprehensive income (loss) | 18,342 | 3,105 |
Tax (Expense) or Benefit: | ' | ' |
Amortization of prior service cost | -2 | -6 |
Amortization of actuarial loss | -201 | -504 |
Total defined benefit pension plans | -203 | -510 |
Loss activity recognized in other comprehensive loss | -400 | 700 |
Other Comprehensive income (loss) | 882 | -1,203 |
Net-of-Tax Amount: | ' | ' |
Amortization of prior service cost | 2 | 9 |
Amortization of actuarial loss | 318 | 796 |
Total defined benefit pension plans | 320 | 805 |
Foreign currency translation | 20,615 | 0 |
Net current-period other comprehensive income | 19,224 | 1,902 |
Natural Gas Swap [Member] | ' | ' |
Before-Tax Amount: | ' | ' |
Loss reclassified to net income | -357 | 57 |
Loss activity recognized in other comprehensive loss | 172 | 184 |
Total swap derivatives | -185 | 241 |
Tax (Expense) or Benefit: | ' | ' |
Loss reclassified to net income | 139 | -22 |
Loss activity recognized in other comprehensive loss | -67 | -71 |
Total swap derivatives | 72 | -93 |
Net-of-Tax Amount: | ' | ' |
Loss reclassified to net income | -218 | 35 |
Loss activity recognized in other comprehensive loss | 105 | 113 |
Total swap derivatives | -113 | 148 |
Corn Option [Member] | ' | ' |
Before-Tax Amount: | ' | ' |
Loss reclassified to net income | -1,292 | -42 |
Loss activity recognized in other comprehensive loss | -1,319 | 1,591 |
Total swap derivatives | -2,611 | 1,549 |
Tax (Expense) or Benefit: | ' | ' |
Loss reclassified to net income | 501 | 16 |
Loss activity recognized in other comprehensive loss | 512 | -616 |
Total swap derivatives | 1,013 | -600 |
Net-of-Tax Amount: | ' | ' |
Loss reclassified to net income | -791 | -26 |
Loss activity recognized in other comprehensive loss | -807 | 975 |
Total swap derivatives | -1,598 | 949 |
Accumulated Other Comprehensive Income (Loss) [Member] | ' | ' |
Before-Tax Amount: | ' | ' |
Foreign currency translation | 20,615 | 0 |
Tax (Expense) or Benefit: | ' | ' |
Foreign currency translation | 0 | 0 |
Net-of-Tax Amount: | ' | ' |
Foreign currency translation | $20,615 | $0 |
Other_Comprehensive_Income_Rec
Other Comprehensive Income (Reclassification out of AOCI) (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 | ||
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ||
Cost of sales and operating expenses | ($755,453) | ($322,686) | ||
Interest expense | -58,857 | -5,625 | ||
Amortization of prior service cost | 4 | 15 | ||
Amortization of actuarial loss | 519 | 1,300 | ||
Total before tax | -69,296 | 52,823 | ||
Income taxes | 18,290 | -20,418 | ||
Net income/ (loss) attributable to Darling | -52,803 | 32,405 | ||
Reclassification out of Accumulated Other Comprehensive Income [Member] | ' | ' | ||
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ||
Net income/ (loss) attributable to Darling | 689 | -814 | ||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Derivative Instruments [Member] | ' | ' | ||
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ||
Total before tax | 1,649 | -15 | ||
Income taxes | -640 | 6 | ||
Net income/ (loss) attributable to Darling | 1,009 | -9 | ||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Derivative Instruments [Member] | Natural Gas Swap [Member] | ' | ' | ||
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ||
Cost of sales and operating expenses | 357 | -57 | ||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Derivative Instruments [Member] | Corn Option [Member] | ' | ' | ||
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ||
Cost of sales and operating expenses | 1,292 | -42 | ||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Foreign Currency Translation [Member] | ' | ' | ||
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ||
Amortization of prior service cost | -4 | [1] | -15 | [1] |
Amortization of actuarial loss | -519 | [1] | -1,300 | [1] |
Total before tax | -523 | -1,315 | ||
Income taxes | 203 | 510 | ||
Net income/ (loss) attributable to Darling | ($320) | ($805) | ||
[1] | These items are included in the computation of net periodic pension cost. See Note 9 Employee Benefit Plans for additional information. |
Other_Comprehensive_Income_Sch1
Other Comprehensive Income (Schedule of AOCI) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | ' |
Accumulated Other Comprehensive Income (loss) December 28, 2013, net of tax | ($29,423) | ' |
Other comprehensive gain before reclassifications | 20,553 | ' |
Amounts reclassified from accumulated other comprehensive income (loss) | -1,329 | ' |
Net current-period other comprehensive income | 19,224 | 1,902 |
Accumulated Other Comprehensive Income (loss) March 29, 2014, net of tax | -10,199 | ' |
Foreign Currency Translation [Member] | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | ' |
Accumulated Other Comprehensive Income (loss) December 28, 2013, net of tax | -14,502 | ' |
Other comprehensive gain before reclassifications | 20,615 | ' |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | ' |
Net current-period other comprehensive income | 20,615 | ' |
Accumulated Other Comprehensive Income (loss) March 29, 2014, net of tax | 6,113 | ' |
Derivative Instruments [Member] | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | ' |
Accumulated Other Comprehensive Income (loss) December 28, 2013, net of tax | 1,448 | ' |
Other comprehensive gain before reclassifications | -62 | ' |
Amounts reclassified from accumulated other comprehensive income (loss) | -1,649 | ' |
Net current-period other comprehensive income | -1,711 | ' |
Accumulated Other Comprehensive Income (loss) March 29, 2014, net of tax | -263 | ' |
Defined Benefit Pension Plans [Member] | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | ' |
Accumulated Other Comprehensive Income (loss) December 28, 2013, net of tax | -16,369 | ' |
Other comprehensive gain before reclassifications | 0 | ' |
Amounts reclassified from accumulated other comprehensive income (loss) | 320 | ' |
Net current-period other comprehensive income | 320 | ' |
Accumulated Other Comprehensive Income (loss) March 29, 2014, net of tax | ($16,049) | ' |
Employee_Benefit_Plans_Details
Employee Benefit Plans (Details) (USD $) | 3 Months Ended | 3 Months Ended | ||||||||
Mar. 29, 2014 | Mar. 30, 2013 | Jan. 01, 2011 | Jan. 03, 2009 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 29, 2014 | Mar. 30, 2013 | Jan. 07, 2014 | |
plan | Maximum [Member] | Pension Plan, Defined Benefit [Member] | Pension Plan, Defined Benefit [Member] | Other Postretirement Benefit Plan, Defined Benefit [Member] | Other Postretirement Benefit Plan, Defined Benefit [Member] | Vion Ingredients [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business combination, pension and postretirement benefit plan obligations assumed | ' | ' | ' | ' | ' | ' | ' | ' | ' | $31,700,000 |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Service cost | ' | ' | ' | ' | ' | 1,446,000 | 77,000 | 44,000 | 0 | ' |
Interest cost | ' | ' | ' | ' | ' | 3,326,000 | 1,318,000 | 21,000 | 0 | ' |
Expected return on plan assets | ' | ' | ' | ' | ' | -383,000 | -1,819,000 | 0 | 0 | ' |
Amortization of prior service cost | ' | ' | ' | ' | ' | 4,000 | 15,000 | 0 | 0 | ' |
Amortization of net loss | ' | ' | ' | ' | ' | 520,000 | 1,300,000 | 0 | 0 | ' |
Net pension cost | ' | ' | ' | ' | ' | 4,913,000 | 891,000 | 65,000 | 0 | ' |
Amount Company expects to contribute to its pension plans | 19,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Pension Contributions | 5,200,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Multiemployer Plans [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Multiemployer Plan, Contributions To Individual Plan, Percent | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' |
Number Of Multiemployer Plans, Withdrawal Obligation Could Be Material | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number Of Multiemployer Plans Withdrawal Obligation Could Be Material Certified Red Zone | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Multiemployer Plans, Certified Red Zone | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Multiemployer Plans, Certified Yellow Zone | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued liability representing the present value of scheduled withdrawal liability payments for under-funded multi-employer plan | $900,000 | ' | $1,200,000 | $3,200,000 | ' | ' | ' | ' | ' | ' |
Derivatives_Forward_Contracts_
Derivatives (Forward Contracts Not Designated as Hedging Instruments) (Details) (Foreign Exchange Forward [Member], Not Designated as Hedging Instrument [Member]) | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 |
In Thousands, unless otherwise specified | BRL | EUR (€) | Euro | Euro | U.S. dollar | U.S. dollar | Polish zloty | Polish zloty | Japanese yen | Japanese yen | Chinese renminbi | Chinese renminbi | Australian dollar | Australian dollar | British pound | British pound |
BRL | EUR (€) | Functional Currency Brazilian real/Contract Currency Euro | Functional Currency Brazilian real/Contract Currency U.S. Dollar | EUR (€) | PLN | EUR (€) | JPY (¥) | CNY | EUR (€) | AUD | EUR (€) | EUR (€) | GBP (£) | |||
USD ($) | USD ($) | |||||||||||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative notional amount | 17,223 | € 245,890 | 16,866 | € 5,350 | $7,250 | $336,886 | € 28,995 | 121,698 | € 4,889 | ¥ 686,916 | 176,512 | € 21,185 | 29,850 | € 19,905 | € 6,985 | £ 5,773 |
Derivatives_Fair_Value_Details
Derivatives (Fair Value) (Details) (USD $) | Mar. 29, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ' | ' |
Asset Derivatives Fair Value | $1,511 | $30,028 |
Liability Derivatives Fair Value | 2,538 | 3 |
Designated as Hedging Instrument [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Asset Derivatives Fair Value | 16 | 2,469 |
Liability Derivatives Fair Value | 696 | 1 |
Designated as Hedging Instrument [Member] | Corn Option [Member] | Other Current Assets [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Asset Derivatives Fair Value | 16 | 2,349 |
Designated as Hedging Instrument [Member] | Corn Option [Member] | Accrued Expenses [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Liability Derivatives Fair Value | 696 | 1 |
Designated as Hedging Instrument [Member] | Natural Gas Swap [Member] | Other Current Assets [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Asset Derivatives Fair Value | 0 | 120 |
Not Designated as Hedging Instrument [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Asset Derivatives Fair Value | 1,495 | 27,559 |
Liability Derivatives Fair Value | 1,842 | 2 |
Not Designated as Hedging Instrument [Member] | Corn Option [Member] | Accrued Expenses [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Liability Derivatives Fair Value | 166 | 0 |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Other Current Assets [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Asset Derivatives Fair Value | 1,449 | 27,516 |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Accrued Expenses [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Liability Derivatives Fair Value | 1,671 | 0 |
Not Designated as Hedging Instrument [Member] | Heating Oil Swaps And Options [Member] | Other Current Assets [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Asset Derivatives Fair Value | 18 | 43 |
Not Designated as Hedging Instrument [Member] | Heating Oil Swaps And Options [Member] | Accrued Expenses [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Liability Derivatives Fair Value | 5 | 2 |
Not Designated as Hedging Instrument [Member] | Soybean Oil Options [Member] | Other Current Assets [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Asset Derivatives Fair Value | $28 | $0 |
Derivatives_Gain_Loss_on_Deriv
Derivatives (Gain (Loss) on Derivatives) (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ||
Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) | ($1,147) | [1] | $1,775 | [1] |
Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | 1,649 | [2] | -15 | [2] |
Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) | 377 | [3] | 253 | [3] |
Loss activity recognized in other comprehensive loss | -1,100 | -1,800 | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | 400 | -700 | ||
Corn Option [Member] | ' | ' | ||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ||
Loss activity recognized in other comprehensive loss | -1,319 | 1,591 | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | -512 | 616 | ||
Corn Option [Member] | Cash Flow Hedging [Member] | ' | ' | ||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ||
Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) | -1,319 | [1] | 1,591 | [1] |
Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | 1,292 | [2] | 42 | [2] |
Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) | 376 | [3] | 254 | [3] |
Natural Gas Swap [Member] | ' | ' | ||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ||
Loss activity recognized in other comprehensive loss | 172 | 184 | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | 67 | 71 | ||
Natural Gas Swap [Member] | Cash Flow Hedging [Member] | ' | ' | ||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ||
Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) | 172 | [1] | 184 | [1] |
Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | 357 | [2] | -57 | [2] |
Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) | $1 | [3] | ($1) | [3] |
[1] | Amount recognized in accumulated OCI (effective portion) is reported as accumulated other comprehensive income/(loss) of approximately $1.1 million and approximately $1.8 million recorded net of taxes of approximately $0.4 million and less than $0.7 million as of March 29, 2014 and March 30, 2013, respectively. | |||
[2] | Gains and (losses) reclassified from accumulated OCI into income (effective portion) for corn options and natural gas swaps are included in cost of sales, respectively, in the Company’s consolidated statements of operations. | |||
[3] | Gains and (losses) recognized in income on derivatives (ineffective portion) for corn options and natural gas swaps is included in other income/(expense), net in the Company’s consolidated statements of operations. |
Derivatives_Narrative_Details
Derivatives (Narrative) (Details) (USD $) | 3 Months Ended | |
Mar. 29, 2014 | Mar. 30, 2013 | |
month | ||
Derivative [Line Items] | ' | ' |
Number of months cash flow hedge gain (loss) reclassified over | 12 | ' |
Net income/ (loss) | ($51,006,000) | $32,405,000 |
Cash Flow Hedging [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Cash flow hedge gain (loss) to be reclassified within 12 months | -400,000 | ' |
Net income/ (loss) | 0 | ' |
Forward Contracts [Member] | Commodity Contract [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Forward purchase amount | $5,400,000 | ' |
Fair_Value_Measurement_Details
Fair Value Measurement (Details) (USD $) | Mar. 29, 2014 |
In Thousands, unless otherwise specified | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Derivative instruments | $1,511 |
Total Assets | 1,511 |
Derivative instruments | 2,538 |
Total Liabilities | 2,367,799 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Derivative instruments | 0 |
Total Assets | 0 |
Derivative instruments | 0 |
Total Liabilities | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Derivative instruments | 1,511 |
Total Assets | 1,511 |
Derivative instruments | 2,538 |
Total Liabilities | 2,367,799 |
Significant Unobservable Inputs (Level 3) [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Derivative instruments | 0 |
Total Assets | 0 |
Derivative instruments | 0 |
Total Liabilities | 0 |
Senior Notes [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Senior Notes | 511,250 |
Senior Notes [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Senior Notes | 0 |
Senior Notes [Member] | Significant Other Observable Inputs (Level 2) [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Senior Notes | 511,250 |
Senior Notes [Member] | Significant Unobservable Inputs (Level 3) [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Senior Notes | 0 |
Term Loan A Facility [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Senior Notes | 335,634 |
Term Loan A Facility [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Senior Notes | 0 |
Term Loan A Facility [Member] | Significant Other Observable Inputs (Level 2) [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Senior Notes | 335,634 |
Term Loan A Facility [Member] | Significant Unobservable Inputs (Level 3) [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Senior Notes | 0 |
Term Loan B Facility [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Senior Notes | 1,302,647 |
Term Loan B Facility [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Senior Notes | 0 |
Term Loan B Facility [Member] | Significant Other Observable Inputs (Level 2) [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Senior Notes | 1,302,647 |
Term Loan B Facility [Member] | Significant Unobservable Inputs (Level 3) [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Senior Notes | 0 |
Revolving Credit Facility [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Senior Notes | 215,730 |
Revolving Credit Facility [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Senior Notes | 0 |
Revolving Credit Facility [Member] | Significant Other Observable Inputs (Level 2) [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Senior Notes | 215,730 |
Revolving Credit Facility [Member] | Significant Unobservable Inputs (Level 3) [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Senior Notes | $0 |
Contingencies_Details
Contingencies (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||
Mar. 29, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Feb. 04, 2009 | Mar. 29, 2014 | |
Insurance Environmental and Litigation Matters [Member] | Insurance Environmental and Litigation Matters [Member] | Tierra Maxus Litigation Third Party Complaint [Member] | Tierra Maxus Litigation Third Party Complaint [Member] | ||
defendant | entity | ||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' |
Reserves for insurance, environmental and litigation contingencies | ' | $76,200,000 | $35,500,000 | ' | ' |
Insurance Settlements Receivable, Noncurrent | ' | 8,800,000 | 8,800,000 | ' | ' |
Loss Contingency, Number of Defendants | ' | ' | ' | 2 | ' |
Number of entities involved in third party complaint | ' | ' | ' | ' | 300 |
Litigation Settlement, Amount | $195,000 | ' | ' | ' | ' |
Business_Segments_Narrative_De
Business Segments (Narrative) (Details) | Mar. 29, 2014 |
segment | |
Segment Reporting [Abstract] | ' |
Number of Business Segments | 3 |
Business_Segments_Details
Business Segments (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 | Dec. 28, 2013 |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' |
Net sales | $931,435 | $445,422 | ' |
Cost of sales and operating expenses | 755,453 | 322,686 | ' |
Selling, general and administrative expenses | 94,929 | 42,293 | ' |
Acquisition costs | 15,948 | 0 | ' |
Depreciation and amortization | 65,669 | 21,867 | ' |
Operating income | -564 | 58,576 | ' |
Equity in net income/(loss) of unconsolidated subsidiary | 5,077 | -1,195 | ' |
Nonoperating Income (Expense) | -73,809 | -4,558 | ' |
Income/ (loss) before income taxes | -69,296 | 52,823 | ' |
Assets | 5,549,859 | ' | 3,244,133 |
Feed Ingredients [Member] | ' | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' |
Net sales | 571,936 | 443,782 | ' |
Cost of sales and operating expenses | 446,039 | 321,192 | ' |
Gross Margin | 125,897 | 122,590 | ' |
Selling, general and administrative expenses | 52,376 | 34,086 | ' |
Acquisition costs | 0 | 0 | ' |
Depreciation and amortization | 37,730 | 20,477 | ' |
Operating income | 35,791 | 68,027 | ' |
Equity in net income/(loss) of unconsolidated subsidiary | 403 | 0 | ' |
Income (Loss) from Continuing Operations before Nonoperating Income (Expense), Income Taxes, Extraordinary Items, Noncontrolling Interest | 36,194 | 68,027 | ' |
Assets | 2,708,147 | 1,986,564 | ' |
Food Ingredients [Member] | ' | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' |
Net sales | 271,082 | 0 | ' |
Cost of sales and operating expenses | 235,358 | 0 | ' |
Gross Margin | 35,724 | 0 | ' |
Selling, general and administrative expenses | 27,795 | 0 | ' |
Acquisition costs | 0 | 0 | ' |
Depreciation and amortization | 16,471 | 0 | ' |
Operating income | -8,542 | 0 | ' |
Equity in net income/(loss) of unconsolidated subsidiary | 0 | 0 | ' |
Income (Loss) from Continuing Operations before Nonoperating Income (Expense), Income Taxes, Extraordinary Items, Noncontrolling Interest | -8,542 | 0 | ' |
Assets | 1,841,634 | 0 | ' |
Fuel Ingredients [Member] | ' | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' |
Net sales | 88,417 | 1,640 | ' |
Cost of sales and operating expenses | 74,177 | 1,361 | ' |
Gross Margin | 14,240 | 279 | ' |
Selling, general and administrative expenses | 4,815 | 96 | ' |
Acquisition costs | 0 | 0 | ' |
Depreciation and amortization | 7,212 | 31 | ' |
Operating income | 2,213 | 152 | ' |
Equity in net income/(loss) of unconsolidated subsidiary | 4,674 | -1,195 | ' |
Income (Loss) from Continuing Operations before Nonoperating Income (Expense), Income Taxes, Extraordinary Items, Noncontrolling Interest | 6,887 | -1,043 | ' |
Assets | 719,644 | 179,722 | ' |
Corporate [Member] | ' | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' |
Net sales | 0 | 0 | ' |
Cost of sales and operating expenses | -121 | 133 | ' |
Gross Margin | 121 | -133 | ' |
Selling, general and administrative expenses | 9,943 | 8,111 | ' |
Acquisition costs | 15,948 | 0 | ' |
Depreciation and amortization | 4,256 | 1,359 | ' |
Operating income | -30,026 | -9,603 | ' |
Equity in net income/(loss) of unconsolidated subsidiary | 0 | 0 | ' |
Income (Loss) from Continuing Operations before Nonoperating Income (Expense), Income Taxes, Extraordinary Items, Noncontrolling Interest | -30,026 | -9,603 | ' |
Assets | 280,434 | 1,077,847 | ' |
Operating Segments [Member] | ' | ' | ' |
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' |
Net sales | 931,435 | 445,422 | ' |
Cost of sales and operating expenses | 755,453 | 322,686 | ' |
Gross Margin | 175,982 | 122,736 | ' |
Selling, general and administrative expenses | 94,929 | 42,293 | ' |
Acquisition costs | 15,948 | 0 | ' |
Depreciation and amortization | 65,669 | 21,867 | ' |
Operating income | -564 | 58,576 | ' |
Equity in net income/(loss) of unconsolidated subsidiary | 5,077 | -1,195 | ' |
Income (Loss) from Continuing Operations before Nonoperating Income (Expense), Income Taxes, Extraordinary Items, Noncontrolling Interest | 4,513 | 57,381 | ' |
Assets | $5,549,859 | $3,244,133 | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||||||
Mar. 29, 2014 | Mar. 30, 2013 | Dec. 28, 2013 | Mar. 29, 2014 | Dec. 29, 2012 | Mar. 29, 2014 | Dec. 29, 2012 | Mar. 29, 2014 | Dec. 29, 2012 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 29, 2014 | |
Diamond Green Diesel Holdings LLC Joint Venture [Member] | Diamond Green Diesel Holdings LLC Joint Venture [Member] | Diamond Green Diesel Holdings LLC Joint Venture [Member] | Butler Properties [Member] | Butler Properties [Member] | Jackson Property [Member] | Jackson Property [Member] | Henderson Property [Member] | Henderson Property [Member] | Lease Term Of Initial Rental Payment [Member] | Lease Term Of Initial Rental Payment [Member] | Lease Term Of Initial Rental Payment [Member] | Lease Term Of Increased Rental Payment [Member] | Lease Term Of Increased Rental Payment [Member] | Lease Term Of Increased Rental Payment [Member] | |
property | Butler Properties [Member] | Jackson Property [Member] | Henderson Property [Member] | Butler Properties [Member] | Jackson Property [Member] | Henderson Property [Member] | |||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number Of Properties Leased | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating Leases, Rent Expense, Minimum Rentals | ' | ' | ' | ' | $30,000 | ' | $221,715 | ' | $60,000 | ' | ' | ' | ' | ' | ' |
Revenue from Related Parties | 41,600,000 | 5,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts Receivable, Related Parties, Current | 17,100,000 | ' | 14,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Sales Eliminated | 9,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease Term | ' | ' | ' | '30 years | ' | '30 years | ' | '10 years | ' | '5 years | '5 years | '5 years | '5 years | '5 years | '5 years |
Lease term, Renewal Option, Number Of Additional Terms | ' | ' | ' | 2 | ' | 2 | ' | 4 | ' | ' | ' | ' | ' | ' | ' |
Lease term, Renewal Option, Additional Term | ' | ' | ' | '10 years | ' | '10 years | ' | '5 years | ' | ' | ' | ' | ' | ' | ' |
Deferred Revenue, Additions | $2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Guarantor_Financial_Informatio2
Guarantor Financial Information (Narrative) (Details) | Mar. 29, 2014 |
Guarantor Financial Information [Abstract] | ' |
Company's percentage of directly and indirectly owned subsidiaries | 100.00% |
Guarantor_Financial_Informatio3
Guarantor Financial Information (Condensed Consolidating Balance Sheet) (Details) (USD $) | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 30, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||||
ASSETS | ' | ' | ' | ' |
Cash and cash equivalents | $143,422 | $870,857 | $121,777 | $103,249 |
Restricted cash | 364 | 354 | ' | ' |
Accounts receivable, net | 435,386 | 112,844 | ' | ' |
Inventories | 410,521 | 65,133 | ' | ' |
Income taxes refundable | 25,355 | 14,512 | ' | ' |
Prepaid expenses | 30,479 | 14,223 | ' | ' |
Other current assets | 32,978 | 32,290 | ' | ' |
Deferred income taxes | 19,933 | 17,289 | ' | ' |
Total current assets | 1,098,438 | 1,127,502 | ' | ' |
Investment in subsidiaries | 0 | 0 | ' | ' |
Property, plant and equipment, net | 1,681,636 | 666,573 | ' | ' |
Intangible assets, net | 1,054,608 | 588,664 | ' | ' |
Goodwill | 1,476,541 | 701,637 | ' | ' |
Investment in unconsolidated subsidiary | 149,025 | 115,114 | ' | ' |
Other assets | 79,984 | 44,643 | ' | ' |
Deferred income taxes | 9,627 | 0 | ' | ' |
Total assets | 5,549,859 | 3,244,133 | ' | ' |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ' | ' | ' | ' |
Current portion of long-term debt | 62,451 | 19,888 | ' | ' |
Accounts payable | 316,080 | 43,742 | ' | ' |
Accrued expenses | 149,432 | 113,174 | ' | ' |
Deferred taxes | 1,764 | 0 | ' | ' |
Total current liabilities | 529,727 | 176,804 | ' | ' |
Long-term debt, net of current portion | 2,330,494 | 866,947 | ' | ' |
Other non-current liabilities | 106,200 | 40,671 | ' | ' |
Deferred income taxes | 487,686 | 138,759 | ' | ' |
Total liabilities | 3,454,107 | 1,223,181 | ' | ' |
Total stockholders’ equity | 2,095,752 | 2,020,952 | ' | ' |
Total liabilities and stockholders' equity | 5,549,859 | 3,244,133 | ' | ' |
Issuer [Member] | ' | ' | ' | ' |
ASSETS | ' | ' | ' | ' |
Cash and cash equivalents | 54,293 | 857,267 | 118,128 | 96,945 |
Restricted cash | 102 | 102 | ' | ' |
Accounts receivable, net | 75,149 | 41,464 | ' | ' |
Inventories | 15,183 | 20,799 | ' | ' |
Income taxes refundable | 28,569 | 14,397 | ' | ' |
Prepaid expenses | 16,157 | 9,347 | ' | ' |
Other current assets | 1,280 | 31,248 | ' | ' |
Deferred income taxes | 15,731 | 15,107 | ' | ' |
Total current assets | 206,464 | 989,731 | ' | ' |
Investment in subsidiaries | 3,655,852 | 2,140,869 | ' | ' |
Property, plant and equipment, net | 201,459 | 172,533 | ' | ' |
Intangible assets, net | 22,848 | 15,896 | ' | ' |
Goodwill | 21,860 | 21,860 | ' | ' |
Investment in unconsolidated subsidiary | 0 | 0 | ' | ' |
Other assets | 73,870 | 40,588 | ' | ' |
Deferred income taxes | -847 | ' | ' | ' |
Total assets | 4,181,506 | 3,381,477 | ' | ' |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ' | ' | ' | ' |
Current portion of long-term debt | 18,500 | 10,000 | ' | ' |
Accounts payable | 492,596 | 425,117 | ' | ' |
Accrued expenses | 74,197 | 85,165 | ' | ' |
Deferred taxes | 0 | ' | ' | ' |
Total current liabilities | 585,293 | 520,282 | ' | ' |
Long-term debt, net of current portion | 1,436,500 | 680,000 | ' | ' |
Other non-current liabilities | 35,876 | 36,381 | ' | ' |
Deferred income taxes | 131,373 | 123,862 | ' | ' |
Total liabilities | 2,189,042 | 1,360,525 | ' | ' |
Total stockholders’ equity | 1,992,464 | 2,020,952 | ' | ' |
Total liabilities and stockholders' equity | 4,181,506 | 3,381,477 | ' | ' |
Guarantors [Member] | ' | ' | ' | ' |
ASSETS | ' | ' | ' | ' |
Cash and cash equivalents | 13,451 | 6,117 | 2,453 | 5,577 |
Restricted cash | 0 | 0 | ' | ' |
Accounts receivable, net | 551,127 | 484,091 | ' | ' |
Inventories | 85,269 | 36,314 | ' | ' |
Income taxes refundable | 3,732 | 0 | ' | ' |
Prepaid expenses | 1,544 | 3,794 | ' | ' |
Other current assets | 57 | 15 | ' | ' |
Deferred income taxes | 0 | 0 | ' | ' |
Total current assets | 655,180 | 530,331 | ' | ' |
Investment in subsidiaries | 1,974,799 | 63,116 | ' | ' |
Property, plant and equipment, net | 392,624 | 356,772 | ' | ' |
Intangible assets, net | 333,316 | 340,611 | ' | ' |
Goodwill | 617,243 | 424,244 | ' | ' |
Investment in unconsolidated subsidiary | 0 | 0 | ' | ' |
Other assets | 588,801 | 373,699 | ' | ' |
Deferred income taxes | 847 | ' | ' | ' |
Total assets | 4,562,810 | 2,088,773 | ' | ' |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ' | ' | ' | ' |
Current portion of long-term debt | 86 | 87 | ' | ' |
Accounts payable | 35,099 | 21,236 | ' | ' |
Accrued expenses | 15,920 | 20,178 | ' | ' |
Deferred taxes | 0 | ' | ' | ' |
Total current liabilities | 51,105 | 41,501 | ' | ' |
Long-term debt, net of current portion | 13,359 | 55 | ' | ' |
Other non-current liabilities | 5,893 | 0 | ' | ' |
Deferred income taxes | 7,726 | 0 | ' | ' |
Total liabilities | 78,083 | 41,556 | ' | ' |
Total stockholders’ equity | 4,484,727 | 2,047,217 | ' | ' |
Total liabilities and stockholders' equity | 4,562,810 | 2,088,773 | ' | ' |
Non-guarantors [Member] | ' | ' | ' | ' |
ASSETS | ' | ' | ' | ' |
Cash and cash equivalents | 75,678 | 7,473 | 1,196 | 727 |
Restricted cash | 262 | 252 | ' | ' |
Accounts receivable, net | 293,012 | 16,092 | ' | ' |
Inventories | 310,069 | 8,020 | ' | ' |
Income taxes refundable | -6,946 | 115 | ' | ' |
Prepaid expenses | 12,778 | 1,082 | ' | ' |
Other current assets | 31,641 | 1,027 | ' | ' |
Deferred income taxes | 4,202 | 2,182 | ' | ' |
Total current assets | 720,696 | 36,243 | ' | ' |
Investment in subsidiaries | 7,994,506 | 0 | ' | ' |
Property, plant and equipment, net | 1,087,553 | 137,268 | ' | ' |
Intangible assets, net | 698,444 | 232,157 | ' | ' |
Goodwill | 837,438 | 255,533 | ' | ' |
Investment in unconsolidated subsidiary | 149,025 | 115,114 | ' | ' |
Other assets | -211,690 | 1,352 | ' | ' |
Deferred income taxes | 9,627 | ' | ' | ' |
Total assets | 11,285,599 | 777,667 | ' | ' |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ' | ' | ' | ' |
Current portion of long-term debt | 43,865 | 9,801 | ' | ' |
Accounts payable | 266,800 | 22,939 | ' | ' |
Accrued expenses | 64,802 | 11,084 | ' | ' |
Deferred taxes | 1,764 | ' | ' | ' |
Total current liabilities | 377,231 | 43,824 | ' | ' |
Long-term debt, net of current portion | 1,251,631 | 557,888 | ' | ' |
Other non-current liabilities | 64,431 | 4,290 | ' | ' |
Deferred income taxes | 348,587 | 14,897 | ' | ' |
Total liabilities | 2,041,880 | 620,899 | ' | ' |
Total stockholders’ equity | 9,243,719 | 156,768 | ' | ' |
Total liabilities and stockholders' equity | 11,285,599 | 777,667 | ' | ' |
Eliminations [Member] | ' | ' | ' | ' |
ASSETS | ' | ' | ' | ' |
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Restricted cash | 0 | 0 | ' | ' |
Accounts receivable, net | -483,902 | -428,803 | ' | ' |
Inventories | 0 | 0 | ' | ' |
Income taxes refundable | 0 | 0 | ' | ' |
Prepaid expenses | 0 | 0 | ' | ' |
Other current assets | 0 | 0 | ' | ' |
Deferred income taxes | 0 | 0 | ' | ' |
Total current assets | -483,902 | -428,803 | ' | ' |
Investment in subsidiaries | -13,625,157 | -2,203,985 | ' | ' |
Property, plant and equipment, net | 0 | 0 | ' | ' |
Intangible assets, net | 0 | 0 | ' | ' |
Goodwill | 0 | 0 | ' | ' |
Investment in unconsolidated subsidiary | 0 | 0 | ' | ' |
Other assets | -370,997 | -370,996 | ' | ' |
Deferred income taxes | 0 | ' | ' | ' |
Total assets | -14,480,056 | -3,003,784 | ' | ' |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ' | ' | ' | ' |
Current portion of long-term debt | 0 | 0 | ' | ' |
Accounts payable | -478,415 | -425,550 | ' | ' |
Accrued expenses | -5,487 | -3,253 | ' | ' |
Deferred taxes | 0 | ' | ' | ' |
Total current liabilities | -483,902 | -428,803 | ' | ' |
Long-term debt, net of current portion | -370,996 | -370,996 | ' | ' |
Other non-current liabilities | 0 | 0 | ' | ' |
Deferred income taxes | 0 | 0 | ' | ' |
Total liabilities | -854,898 | -799,799 | ' | ' |
Total stockholders’ equity | -13,625,158 | -2,203,985 | ' | ' |
Total liabilities and stockholders' equity | ($14,480,056) | ($3,003,784) | ' | ' |
Guarantor_Financial_Informatio4
Guarantor Financial Information (Condensed Consolidated Statements of Operations) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Net sales | $931,435 | $445,422 |
Costs and expenses: | ' | ' |
Cost of sales and operating expenses | 755,453 | 322,686 |
Selling, general and administrative expenses | 94,929 | 42,293 |
Acquisition costs | 15,948 | 0 |
Depreciation and amortization | 65,669 | 21,867 |
Total costs and expenses | 931,999 | 386,846 |
Operating income | -564 | 58,576 |
Interest expense | -58,857 | -5,625 |
Foreign currency gains/ (losses) | -13,814 | 0 |
Other, net | -1,138 | 1,067 |
Equity in net income/(loss) of unconsolidated subsidiary | 5,077 | -1,195 |
Earnings in investments in subsidiaries | 0 | 0 |
Income before income taxes | -69,296 | 52,823 |
Income taxe expense/ (benefit) | -18,290 | 20,418 |
Net (income)/ loss attributable to noncontrolling interests | -1,797 | 0 |
Net income/ (loss) | -52,803 | 32,405 |
Issuer [Member] | ' | ' |
Net sales | 147,055 | 161,872 |
Costs and expenses: | ' | ' |
Cost of sales and operating expenses | 110,794 | 124,104 |
Selling, general and administrative expenses | 37,552 | 22,567 |
Acquisition costs | 14,381 | ' |
Depreciation and amortization | 7,518 | 6,138 |
Total costs and expenses | 170,245 | 152,809 |
Operating income | -23,190 | 9,063 |
Interest expense | -50,301 | -5,621 |
Foreign currency gains/ (losses) | -12,228 | ' |
Other, net | -1,453 | 938 |
Equity in net income/(loss) of unconsolidated subsidiary | 0 | 0 |
Earnings in investments in subsidiaries | 11,361 | 29,718 |
Income before income taxes | -75,811 | 34,098 |
Income taxe expense/ (benefit) | -23,008 | 1,693 |
Net (income)/ loss attributable to noncontrolling interests | 0 | ' |
Net income/ (loss) | -52,803 | 32,405 |
Guarantors [Member] | ' | ' |
Net sales | 389,107 | 319,411 |
Costs and expenses: | ' | ' |
Cost of sales and operating expenses | 313,008 | 234,521 |
Selling, general and administrative expenses | 13,876 | 19,686 |
Acquisition costs | 0 | ' |
Depreciation and amortization | 19,511 | 15,723 |
Total costs and expenses | 346,395 | 269,930 |
Operating income | 42,712 | 49,481 |
Interest expense | 5,225 | -4 |
Foreign currency gains/ (losses) | -92 | ' |
Other, net | -797 | 135 |
Equity in net income/(loss) of unconsolidated subsidiary | 0 | 0 |
Earnings in investments in subsidiaries | 0 | 0 |
Income before income taxes | 47,048 | 49,612 |
Income taxe expense/ (benefit) | 12,418 | 19,177 |
Net (income)/ loss attributable to noncontrolling interests | 0 | ' |
Net income/ (loss) | 34,630 | 30,435 |
Non-guarantors [Member] | ' | ' |
Net sales | 484,046 | 4,134 |
Costs and expenses: | ' | ' |
Cost of sales and operating expenses | 420,424 | 4,056 |
Selling, general and administrative expenses | 43,501 | 40 |
Acquisition costs | 1,567 | ' |
Depreciation and amortization | 38,640 | 6 |
Total costs and expenses | 504,132 | 4,102 |
Operating income | -20,086 | 32 |
Interest expense | -13,781 | 0 |
Foreign currency gains/ (losses) | -1,494 | ' |
Other, net | 1,112 | -6 |
Equity in net income/(loss) of unconsolidated subsidiary | 5,077 | -1,195 |
Earnings in investments in subsidiaries | 0 | 0 |
Income before income taxes | -29,172 | -1,169 |
Income taxe expense/ (benefit) | -7,700 | -452 |
Net (income)/ loss attributable to noncontrolling interests | -1,797 | ' |
Net income/ (loss) | -23,269 | -717 |
Eliminations [Member] | ' | ' |
Net sales | -88,773 | -39,995 |
Costs and expenses: | ' | ' |
Cost of sales and operating expenses | -88,773 | -39,995 |
Selling, general and administrative expenses | 0 | 0 |
Acquisition costs | 0 | ' |
Depreciation and amortization | 0 | 0 |
Total costs and expenses | -88,773 | -39,995 |
Operating income | 0 | 0 |
Interest expense | 0 | 0 |
Foreign currency gains/ (losses) | 0 | ' |
Other, net | 0 | 0 |
Equity in net income/(loss) of unconsolidated subsidiary | 0 | 0 |
Earnings in investments in subsidiaries | -11,361 | -29,718 |
Income before income taxes | -11,361 | -29,718 |
Income taxe expense/ (benefit) | 0 | 0 |
Net (income)/ loss attributable to noncontrolling interests | 0 | ' |
Net income/ (loss) | ($11,361) | ($29,718) |
Guarantor_Financial_Informatio5
Guarantor Financial Information (Condensed Consolidating Statements of Comprehensive Income) (Loss) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Net income/ (loss) | ($51,006) | $32,405 |
Other comprehensive income, net of tax: | ' | ' |
Foreign currency translation | 20,615 | 0 |
Pension adjustments | 320 | 805 |
Total other comprehensive income, net of tax | 19,224 | 1,902 |
Total comprehensive income / (loss) | -31,782 | 34,307 |
Issuer [Member] | ' | ' |
Net income/ (loss) | -51,006 | 32,405 |
Other comprehensive income, net of tax: | ' | ' |
Foreign currency translation | 0 | ' |
Pension adjustments | 320 | 805 |
Total other comprehensive income, net of tax | -1,391 | 1,902 |
Total comprehensive income / (loss) | -52,397 | 34,307 |
Guarantors [Member] | ' | ' |
Net income/ (loss) | 34,630 | 30,435 |
Other comprehensive income, net of tax: | ' | ' |
Foreign currency translation | 0 | ' |
Pension adjustments | 0 | 0 |
Total other comprehensive income, net of tax | 0 | 0 |
Total comprehensive income / (loss) | 34,630 | 30,435 |
Non-guarantors [Member] | ' | ' |
Net income/ (loss) | -23,269 | -717 |
Other comprehensive income, net of tax: | ' | ' |
Foreign currency translation | 20,615 | ' |
Pension adjustments | 0 | 0 |
Total other comprehensive income, net of tax | 20,615 | 0 |
Total comprehensive income / (loss) | -2,654 | -717 |
Eliminations [Member] | ' | ' |
Net income/ (loss) | -11,361 | -29,718 |
Other comprehensive income, net of tax: | ' | ' |
Foreign currency translation | 0 | ' |
Pension adjustments | 0 | 0 |
Total other comprehensive income, net of tax | 0 | 0 |
Total comprehensive income / (loss) | -11,361 | -29,718 |
Natural Gas Swap [Member] | ' | ' |
Other comprehensive income, net of tax: | ' | ' |
Derivative adjustments | -113 | 148 |
Natural Gas Swap [Member] | Issuer [Member] | ' | ' |
Other comprehensive income, net of tax: | ' | ' |
Derivative adjustments | -113 | 148 |
Natural Gas Swap [Member] | Guarantors [Member] | ' | ' |
Other comprehensive income, net of tax: | ' | ' |
Derivative adjustments | 0 | 0 |
Natural Gas Swap [Member] | Non-guarantors [Member] | ' | ' |
Other comprehensive income, net of tax: | ' | ' |
Derivative adjustments | 0 | 0 |
Natural Gas Swap [Member] | Eliminations [Member] | ' | ' |
Other comprehensive income, net of tax: | ' | ' |
Derivative adjustments | 0 | 0 |
Corn Option [Member] | ' | ' |
Other comprehensive income, net of tax: | ' | ' |
Derivative adjustments | -1,598 | 949 |
Corn Option [Member] | Issuer [Member] | ' | ' |
Other comprehensive income, net of tax: | ' | ' |
Derivative adjustments | -1,598 | 949 |
Corn Option [Member] | Guarantors [Member] | ' | ' |
Other comprehensive income, net of tax: | ' | ' |
Derivative adjustments | 0 | 0 |
Corn Option [Member] | Non-guarantors [Member] | ' | ' |
Other comprehensive income, net of tax: | ' | ' |
Derivative adjustments | 0 | 0 |
Corn Option [Member] | Eliminations [Member] | ' | ' |
Other comprehensive income, net of tax: | ' | ' |
Derivative adjustments | $0 | $0 |
Guarantor_Financial_Informatio6
Guarantor Financial Information (Condensed Consolidated Statements of Cash Flows) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net income/ (loss) | ($51,006) | $32,405 |
Earnings in investments in subsidiaries | 0 | 0 |
Other operating cash flows | 20,502 | 27,077 |
Net cash provided/(used) by operating activities | -30,504 | 59,482 |
Cash flows from investing activities: | ' | ' |
Capital expenditures | -51,360 | -26,392 |
Acquisitions, net of cash acquired | -2,081,690 | 0 |
Investment in unconsolidated subsidiary | 0 | -12,535 |
Note receivable from affiliates | 0 | ' |
Gross proceeds from disposal of property, plant and equipment and other assets | 1,324 | 412 |
Proceeds from insurance settlements | 0 | 0 |
Payments related to routes and other intangibles | -6,812 | -613 |
Net cash used by investing activities | -2,138,538 | -39,128 |
Cash flows from financing activities: | ' | ' |
Proceeds from long-term debt | 1,797,509 | 0 |
Payments on long-term debt | -263,971 | -21 |
Borrowings from revolving credit facility | 223,310 | 0 |
Payments on revolving credit facility | -273,474 | 0 |
Deferred loan costs | -38,786 | 0 |
Issuance of common stock | 2,504 | 16 |
Contributions from parent | 0 | 0 |
Minimum withholding taxes paid on stock awards | -4,709 | -2,523 |
Excess tax benefits from stock-based compensation | 960 | 702 |
Net cash provided/ (used) by financing activities | 1,443,343 | -1,826 |
Effect of exchange rate changes on cash and cash equivalents | -1,736 | 0 |
Net increase/(decrease) in cash and cash equivalents | -727,435 | 18,528 |
Cash and cash equivalents at beginning of period | 870,857 | 103,249 |
Cash and cash equivalents at end of period | 143,422 | 121,777 |
Issuer [Member] | ' | ' |
Cash flows from operating activities: | ' | ' |
Net income/ (loss) | -51,006 | 32,405 |
Earnings in investments in subsidiaries | -11,361 | -29,718 |
Other operating cash flows | 35,205 | 46,516 |
Net cash provided/(used) by operating activities | -27,162 | 49,203 |
Cash flows from investing activities: | ' | ' |
Capital expenditures | -14,754 | -13,173 |
Acquisitions, net of cash acquired | 0 | 0 |
Investment in unconsolidated subsidiary | -1,483,007 | -12,560 |
Note receivable from affiliates | 0 | ' |
Gross proceeds from disposal of property, plant and equipment and other assets | 298 | 131 |
Proceeds from insurance settlements | 0 | 0 |
Payments related to routes and other intangibles | -6,812 | -613 |
Net cash used by investing activities | -1,504,275 | -26,215 |
Cash flows from financing activities: | ' | ' |
Proceeds from long-term debt | 1,100,000 | ' |
Payments on long-term debt | -250,000 | 0 |
Borrowings from revolving credit facility | 122,445 | ' |
Payments on revolving credit facility | -207,445 | ' |
Deferred loan costs | -35,292 | ' |
Issuance of common stock | 2,504 | 16 |
Contributions from parent | 0 | 0 |
Minimum withholding taxes paid on stock awards | -4,709 | -2,523 |
Excess tax benefits from stock-based compensation | 960 | 702 |
Net cash provided/ (used) by financing activities | 728,463 | -1,805 |
Effect of exchange rate changes on cash and cash equivalents | 0 | ' |
Net increase/(decrease) in cash and cash equivalents | -802,974 | 21,183 |
Cash and cash equivalents at beginning of period | 857,267 | 96,945 |
Cash and cash equivalents at end of period | 54,293 | 118,128 |
Guarantors [Member] | ' | ' |
Cash flows from operating activities: | ' | ' |
Net income/ (loss) | 34,630 | 30,435 |
Earnings in investments in subsidiaries | 0 | 0 |
Other operating cash flows | -11,156 | -20,600 |
Net cash provided/(used) by operating activities | 23,474 | 9,835 |
Cash flows from investing activities: | ' | ' |
Capital expenditures | -16,332 | -13,219 |
Acquisitions, net of cash acquired | -645 | 0 |
Investment in unconsolidated subsidiary | -2,217,686 | 0 |
Note receivable from affiliates | -204,074 | ' |
Gross proceeds from disposal of property, plant and equipment and other assets | 857 | 281 |
Proceeds from insurance settlements | 0 | 0 |
Payments related to routes and other intangibles | 0 | 0 |
Net cash used by investing activities | -2,437,880 | -12,938 |
Cash flows from financing activities: | ' | ' |
Proceeds from long-term debt | 0 | ' |
Payments on long-term debt | -22 | -21 |
Borrowings from revolving credit facility | 0 | ' |
Payments on revolving credit facility | 0 | ' |
Deferred loan costs | 0 | ' |
Issuance of common stock | 0 | 0 |
Contributions from parent | 2,421,762 | 0 |
Minimum withholding taxes paid on stock awards | 0 | 0 |
Excess tax benefits from stock-based compensation | 0 | 0 |
Net cash provided/ (used) by financing activities | 2,421,740 | -21 |
Effect of exchange rate changes on cash and cash equivalents | 0 | ' |
Net increase/(decrease) in cash and cash equivalents | 7,334 | -3,124 |
Cash and cash equivalents at beginning of period | 6,117 | 5,577 |
Cash and cash equivalents at end of period | 13,451 | 2,453 |
Non-guarantors [Member] | ' | ' |
Cash flows from operating activities: | ' | ' |
Net income/ (loss) | -23,269 | -717 |
Earnings in investments in subsidiaries | 0 | 0 |
Other operating cash flows | -3,547 | 1,161 |
Net cash provided/(used) by operating activities | -26,816 | 444 |
Cash flows from investing activities: | ' | ' |
Capital expenditures | -20,274 | 0 |
Acquisitions, net of cash acquired | -2,081,045 | 0 |
Investment in unconsolidated subsidiary | -7,688,504 | -12,535 |
Note receivable from affiliates | 204,074 | ' |
Gross proceeds from disposal of property, plant and equipment and other assets | 169 | 0 |
Proceeds from insurance settlements | 0 | 0 |
Payments related to routes and other intangibles | 0 | 0 |
Net cash used by investing activities | -9,585,580 | -12,535 |
Cash flows from financing activities: | ' | ' |
Proceeds from long-term debt | 697,509 | ' |
Payments on long-term debt | -13,949 | 0 |
Borrowings from revolving credit facility | 100,865 | ' |
Payments on revolving credit facility | -66,029 | ' |
Deferred loan costs | -3,494 | ' |
Issuance of common stock | 0 | 0 |
Contributions from parent | 8,967,435 | 12,560 |
Minimum withholding taxes paid on stock awards | 0 | 0 |
Excess tax benefits from stock-based compensation | 0 | 0 |
Net cash provided/ (used) by financing activities | 9,682,337 | 12,560 |
Effect of exchange rate changes on cash and cash equivalents | -1,736 | ' |
Net increase/(decrease) in cash and cash equivalents | 68,205 | 469 |
Cash and cash equivalents at beginning of period | 7,473 | 727 |
Cash and cash equivalents at end of period | 75,678 | 1,196 |
Eliminations [Member] | ' | ' |
Cash flows from operating activities: | ' | ' |
Net income/ (loss) | -11,361 | -29,718 |
Earnings in investments in subsidiaries | 11,361 | 29,718 |
Other operating cash flows | 0 | 0 |
Net cash provided/(used) by operating activities | 0 | 0 |
Cash flows from investing activities: | ' | ' |
Capital expenditures | 0 | 0 |
Acquisitions, net of cash acquired | 0 | 0 |
Investment in unconsolidated subsidiary | 11,389,197 | 12,560 |
Note receivable from affiliates | 0 | ' |
Gross proceeds from disposal of property, plant and equipment and other assets | 0 | 0 |
Proceeds from insurance settlements | 0 | 0 |
Payments related to routes and other intangibles | 0 | 0 |
Net cash used by investing activities | 11,389,197 | 12,560 |
Cash flows from financing activities: | ' | ' |
Proceeds from long-term debt | 0 | ' |
Payments on long-term debt | 0 | 0 |
Borrowings from revolving credit facility | 0 | ' |
Payments on revolving credit facility | 0 | ' |
Deferred loan costs | 0 | ' |
Issuance of common stock | 0 | 0 |
Contributions from parent | -11,389,197 | -12,560 |
Minimum withholding taxes paid on stock awards | 0 | 0 |
Excess tax benefits from stock-based compensation | 0 | 0 |
Net cash provided/ (used) by financing activities | -11,389,197 | -12,560 |
Effect of exchange rate changes on cash and cash equivalents | 0 | ' |
Net increase/(decrease) in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | $0 | $0 |