Guarantor Financial Information | Guarantor Financial Information The Company's 5.375% Notes and 4.75% Notes (see Note 7) are guaranteed on a senior unsecured basis by the following Notes Guarantors, each of which is a 100% directly or indirectly owned subsidiary of Darling and which constitute all of Darling's existing restricted subsidiaries that are Credit Agreement Guarantors (other than Darling's foreign subsidiaries, Darling Global Finance B.V., which issued the 4.75% Notes and is discussed further below, or any receivables entity): Darling National, Griffin and its subsidiary Craig Protein, Darling AWS LLC, Terra Holding Company, Darling Global Holdings Inc., Darling Northstar LLC, TRS, EV Acquisition, Inc., Rousselot Inc., Rousselot Dubuque Inc., Sonac USA LLC and Rousselot Peabody Inc. In addition, the 4.75% Notes, which were issued by Darling Global Finance B.V., a wholly-owned indirect subsidiary of Darling, are guaranteed on a senior unsecured basis by Darling. The Notes Guarantors, and Darling in the case of the 4.75% Notes, fully and unconditionally guaranteed the 5.375% Notes and 4.75% Notes on a joint and several basis. The following financial statements present condensed consolidating financial data for (i) Darling, (ii) the combined Notes Guarantors, (iii) the combined other subsidiaries of the Company that did not guarantee the 5.375% Notes or the 4.75% Notes (the "Non-guarantors"), and (iv) eliminations necessary to arrive at the Company's consolidated financial statements, which include condensed consolidated balance sheets as of April 2, 2016 and January 2, 2016 , and the condensed consolidating statements of operations, the condensed consolidating statements of comprehensive income and the condensed consolidating statements of cash flows for the three months ended April 2, 2016 and April 4, 2015 . Separate financial information is not presented for Darling Global Finance B.V. since it was formed as a special purpose finance subsidiary for the purpose of issuing the 4.75% Notes and therefore does not have any substantial operations or assets. Condensed Consolidating Balance Sheet As of April 2, 2016 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ 1,233 $ 2,080 $ 144,013 $ — $ 147,326 Restricted cash 102 — 219 — 321 Accounts receivable 179,220 87,270 313,465 (203,609 ) 376,346 Inventories 14,031 97,869 260,716 — 372,616 Income taxes refundable 8,930 — 2,895 — 11,825 Prepaid expenses 14,072 2,441 23,766 — 40,279 Other current assets 3,304 6,579 21,729 (20,042 ) 11,570 Total current assets 220,892 196,239 766,803 (223,651 ) 960,283 Investment in subsidiaries 4,101,825 1,141,644 837,604 (6,081,073 ) — Property, plant and equipment, net 218,516 479,645 837,360 — 1,535,521 Intangible assets, net 16,772 317,561 457,833 — 792,166 Goodwill 21,860 549,690 697,746 — 1,269,296 Investment in unconsolidated subsidiaries 2,577 — 254,027 — 256,604 Other assets 34,242 499,305 331,596 (824,559 ) 40,584 Deferred taxes — — 17,362 — 17,362 $ 4,616,684 $ 3,184,084 $ 4,200,331 $ (7,129,283 ) $ 4,871,816 LIABILITIES AND STOCKHOLDERS’ EQUITY Current portion of long-term debt $ 20,309 $ — $ 46,324 $ (20,042 ) $ 46,591 Accounts payable 37,233 204,116 122,189 (192,643 ) 170,895 Income taxes payable (383 ) 373 7,042 — 7,032 Accrued expenses 64,955 25,350 148,000 (10,967 ) 227,338 Total current liabilities 122,114 229,839 323,555 (223,652 ) 451,856 Long-term debt, net of current portion 1,241,509 5,963 1,501,480 (824,559 ) 1,924,393 Other noncurrent liabilities 57,358 — 38,758 — 96,116 Deferred income taxes 146,385 — 222,255 — 368,640 Total liabilities 1,567,366 235,802 2,086,048 (1,048,211 ) 2,841,005 Total stockholders’ equity 3,049,318 2,948,282 2,114,283 (6,081,072 ) 2,030,811 $ 4,616,684 $ 3,184,084 $ 4,200,331 $ (7,129,283 ) $ 4,871,816 Condensed Consolidating Balance Sheet As of January 2, 2016 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ 3,443 $ 3,993 $ 149,448 $ — $ 156,884 Restricted cash 102 — 229 — 331 Accounts receivable 184,472 81,644 310,932 (205,656 ) 371,392 Inventories 13,564 89,078 241,941 — 344,583 Income taxes refundable 7,695 — 4,268 — 11,963 Prepaid expenses 13,322 2,262 20,591 — 36,175 Other current assets 5,273 24 22,852 (17,689 ) 10,460 Total current assets 227,871 177,001 750,261 (223,345 ) 931,788 Investment in subsidiaries 4,072,855 1,141,644 837,604 (6,052,103 ) — Property, plant and equipment, net 224,208 477,446 806,513 — 1,508,167 Intangible assets, net 17,794 326,231 438,324 — 782,349 Goodwill 21,860 549,690 661,552 — 1,233,102 Investment in unconsolidated subsidiary — — 247,238 — 247,238 Other assets 36,488 499,764 314,893 (809,522 ) 41,623 Deferred income taxes — — 16,352 — 16,352 $ 4,601,076 $ 3,171,776 $ 4,072,737 $ (7,084,970 ) $ 4,760,619 LIABILITIES AND STOCKHOLDERS’ EQUITY Current portion of long-term debt $ 20,328 $ — $ 42,527 $ (17,689 ) $ 45,166 Accounts payable 6,981 210,926 122,136 (190,045 ) 149,998 Income taxes payable (383 ) 373 6,689 — 6,679 Accrued expenses 82,854 29,037 143,547 (15,613 ) 239,825 Total current liabilities 109,780 240,336 314,899 (223,347 ) 441,668 Long-term debt, net of current portion 1,234,002 — 1,461,371 (809,522 ) 1,885,851 Other noncurrent liabilities 57,578 1,999 38,232 — 97,809 Deferred income taxes 147,416 — 213,265 — 360,681 Total liabilities 1,548,776 242,335 2,027,767 (1,032,869 ) 2,786,009 Total stockholders’ equity 3,052,300 2,929,441 2,044,970 (6,052,101 ) 1,974,610 $ 4,601,076 $ 3,171,776 $ 4,072,737 $ (7,084,970 ) $ 4,760,619 Condensed Consolidating Statements of Operations For the three months ended April 2, 2016 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net sales $ 108,371 $ 303,765 $ 411,037 $ (43,532 ) $ 779,641 Cost and expenses: Cost of sales and operating expenses 89,483 236,336 316,606 (43,532 ) 598,893 Selling, general and administrative expenses 35,893 13,136 32,440 — 81,469 Acquisition and integration costs — — 331 — 331 Depreciation and amortization 11,425 26,808 34,023 — 72,256 Total costs and expenses 136,801 276,280 383,400 (43,532 ) 752,949 Operating income/(loss) (28,430 ) 27,485 27,637 — 26,692 Interest expense (15,522 ) 4,377 (12,756 ) — (23,901 ) Foreign currency gains/(losses) (31 ) 165 (2,737 ) — (2,603 ) Other expense, net (3,325 ) (5 ) 2,025 — (1,305 ) Equity in net income/(loss) of unconsolidated subsidiaries (97 ) — 5,740 — 5,643 Earnings in investments in subsidiaries 28,971 — — (28,971 ) — Income/(loss) before taxes (18,434 ) 32,022 19,909 (28,971 ) 4,526 Income taxes (benefit) (19,513 ) 13,181 8,195 — 1,863 Net income attributable to noncontrolling interests — — (1,584 ) — (1,584 ) Net income/(loss) attributable to Darling $ 1,079 $ 18,841 $ 10,130 $ (28,971 ) $ 1,079 Condensed Consolidating Statements of Operations For the three months ended April 4, 2015 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net sales $ 125,794 $ 358,707 $ 448,843 $ (58,650 ) $ 874,694 Cost and expenses: Cost of sales and operating expenses 103,616 284,503 355,052 (58,650 ) 684,521 Selling, general and administrative expenses 33,130 14,868 38,633 — 86,631 Acquisition and integration costs 1,973 — 3,346 — 5,319 Depreciation and amortization 8,171 23,599 34,628 — 66,398 Total costs and expenses 146,890 322,970 431,659 (58,650 ) 842,869 Operating income/(loss) (21,096 ) 35,737 17,184 — 31,825 Interest expense (15,160 ) 4,848 (12,797 ) — (23,109 ) Foreign currency gains/(losses) (11 ) (304 ) (2,145 ) — (2,460 ) Other expense, net (1,181 ) 211 461 — (509 ) Equity in net loss of unconsolidated subsidiaries — — (1,808 ) — (1,808 ) Earnings in investments in subsidiaries 17,449 — — (17,449 ) — Income/(loss) before taxes (19,999 ) 40,492 895 (17,449 ) 3,939 Income taxes (benefit) (20,108 ) 21,742 481 — 2,115 Net income attributable to noncontrolling interests — — (1,715 ) — (1,715 ) Net income/(loss) attributable to Darling $ 109 $ 18,750 $ (1,301 ) $ (17,449 ) $ 109 Condensed Consolidating Statements of Comprehensive Income/(Loss) For the three months ended April 2, 2016 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net income/(loss) $ 2,663 $ 18,841 $ 10,130 $ (28,971 ) $ 2,663 Other comprehensive income/(loss), net of tax: Foreign currency translation — — 57,531 — 57,531 Pension adjustments 658 — 68 — 726 Corn option derivative adjustments (706 ) — — — (706 ) Total other comprehensive income/(loss), net of tax (48 ) — 57,599 — 57,551 Total comprehensive income/(loss) 2,615 18,841 67,729 (28,971 ) 60,214 Total comprehensive loss attributable to noncontrolling interest — — (420 ) — (420 ) Total comprehensive income/(loss) attributable to Darling $ 2,615 $ 18,841 $ 68,149 $ (28,971 ) $ 60,634 Condensed Consolidating Statements of Comprehensive Income/(Loss) For the three months ended April 4, 2015 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net income/(loss) $ 1,824 $ 18,750 $ (1,301 ) $ (17,449 ) $ 1,824 Other comprehensive income/(loss), net of tax: Foreign currency translation — — (93,315 ) — (93,315 ) Pension adjustments 729 — 40 — 769 Corn option derivative adjustments 38 — — — 38 Total other comprehensive income/(loss), net of tax 767 — (93,275 ) — (92,508 ) Total comprehensive income/(loss) 2,591 18,750 (94,576 ) (17,449 ) (90,684 ) Total comprehensive income attributable to noncontrolling interest — — 7,042 — 7,042 Total comprehensive income/(loss) attributable to Darling $ 2,591 $ 18,750 $ (101,618 ) $ (17,449 ) $ (97,726 ) Condensed Consolidating Statements of Cash Flows For the three months ended April 2, 2016 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Cash flows from operating activities: Net income/(loss) $ 2,663 $ 18,841 $ 10,130 $ (28,971 ) $ 2,663 Earnings in investments in subsidiaries (28,971 ) — — 28,971 — Other operating cash flows 34,573 (4,953 ) 12,760 — 42,380 Net cash provided by operating activities 8,265 13,888 22,890 — 45,043 Cash flows from investing activities: Capital expenditures (11,065 ) (21,764 ) (20,546 ) — (53,375 ) Acquisitions — — (8,511 ) — (8,511 ) Note receivable from affiliates — — (5,963 ) 5,963 — Gross proceeds from sale of property, plant and equipment and other assets 945 — 479 — 1,424 Proceeds from insurance settlements — — 1,181 — 1,181 Payments related to routes and other intangibles — — — — — Net cash used in investing activities (10,120 ) (21,764 ) (33,360 ) 5,963 (59,281 ) Cash flows from financing activities: Proceeds for long-term debt — — 8,760 — 8,760 Payments on long-term debt (5,291 ) — (10,916 ) — (16,207 ) Borrowings from revolving facilities 33,000 — — — 33,000 Payments on revolving facilities (21,000 ) — — — (21,000 ) Borrowings from affiliates — 5,963 — (5,963 ) — Issuances of common stock 45 — — — 45 Repurchase of treasury stock (5,000 ) — — — (5,000 ) Contributions from parent — — — — — Minimum withholding taxes paid on stock awards (1,663 ) — (125 ) — (1,788 ) Excess tax benefits from stock-based compensation (446 ) — — — (446 ) Net cash used in financing activities (355 ) 5,963 (2,281 ) (5,963 ) (2,636 ) Effect of exchange rate changes on cash — — 7,316 — 7,316 Net decrease in cash and cash equivalents (2,210 ) (1,913 ) (5,435 ) — (9,558 ) Cash and cash equivalents at beginning of year 3,443 3,993 149,448 — 156,884 Cash and cash equivalents at end of year $ 1,233 $ 2,080 $ 144,013 $ — $ 147,326 Condensed Consolidating Statements of Cash Flows For the three months ended April 4, 2015 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Cash flows from operating activities: Net income/(loss) $ 1,824 $ 18,750 $ (1,301 ) $ (17,449 ) $ 1,824 Earnings in investments in subsidiaries (17,449 ) — — 17,449 — Other operating cash flows 48,023 (30,966 ) 40,359 — 57,416 Net cash provided by operating activities 32,398 (12,216 ) 39,058 — 59,240 Cash flows from investing activities: Capital expenditures (12,243 ) (19,393 ) (19,202 ) — (50,838 ) Investment in subsidiaries and affiliates (20 ) (29,541 ) 29,541 20 — Note receivable from affiliates — 51,019 (51,019 ) — — Gross proceeds from sale of property, plant and equipment and other assets 142 259 133 — 534 Proceeds from insurance settlements 71 270 — — 341 Payments related to routes and other intangibles — — (753 ) — (753 ) Net cash used in investing activities (12,050 ) 2,614 (41,300 ) 20 (50,716 ) Cash flows from financing activities: Proceeds for long-term debt — — 5,943 — 5,943 Payments on long-term debt (4,000 ) (20 ) (9,582 ) — (13,602 ) Borrowings from revolving credit facility 5,000 — 22,428 — 27,428 Payments on revolving credit facility (25,000 ) — (12,943 ) — (37,943 ) Net cash overdraft financing — — 31,162 — 31,162 Issuances of common stock 81 — — — 81 Contributions from parent — — 20 (20 ) — Minimum withholding taxes paid on stock awards (4,469 ) — — — (4,469 ) Excess tax benefits from stock-based compensation (35 ) — — — (35 ) Distributions to noncontolling interests — — (38 ) — (38 ) Net cash used in financing activities (28,423 ) (20 ) 36,990 (20 ) 8,527 Effect of exchange rate changes on cash — — (13,704 ) — (13,704 ) Net increase/(decrease) in cash and cash equivalents (8,075 ) (9,622 ) 21,044 — 3,347 Cash and cash equivalents at beginning of year 10,447 14,460 83,877 — 108,784 Cash and cash equivalents at end of year $ 2,372 $ 4,838 $ 104,921 $ — $ 112,131 |