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 consolidated financial data for (i) Darling, (ii) the combined Notes Guarantors, (iii) the combined other subsidiaries of the Company that did not guarantee the 5.375% Notes or the 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 July 1, 2017 and December 31, 2016 , and the condensed consolidated statements of operations, the condensed consolidated statements of comprehensive income/(loss) and the condensed consolidated statements of cash flows for the three and six months months ended July 1, 2017 and July 2, 2016 . Separate financial information is not presented for Darling Global Finance B.V. since it was formed as a special purpose finance subsidiary for the purpose of issuing the 4.75% Notes and therefore does not have any substantial operations or assets. Condensed Consolidated Balance Sheet As of July 1, 2017 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ 1,174 $ 1,717 $ 121,926 $ — $ 124,817 Restricted cash 103 — 179 — 282 Accounts receivable 31,932 181,674 363,857 (194,506 ) 382,957 Inventories 12,466 93,965 253,204 — 359,635 Income taxes refundable 2,914 — 3,473 — 6,387 Prepaid expenses 13,531 2,785 21,434 — 37,750 Other current assets 2,915 1,712 12,095 (3,621 ) 13,101 Total current assets 65,035 281,853 776,168 (198,127 ) 924,929 Investment in subsidiaries 4,361,030 1,154,398 875,051 (6,390,479 ) — Property, plant and equipment, net 252,217 504,818 827,700 — 1,584,735 Intangible assets, net 19,104 276,198 407,880 — 703,182 Goodwill 21,860 552,154 697,913 — 1,271,927 Investment in unconsolidated subsidiaries 2,923 — 276,891 — 279,814 Other assets 34,385 356,456 179,084 (521,686 ) 48,239 Deferred taxes — — 17,050 — 17,050 $ 4,756,554 $ 3,125,877 $ 4,057,737 $ (7,110,292 ) $ 4,829,876 LIABILITIES AND STOCKHOLDERS’ EQUITY Current portion of long-term debt $ 1,215 $ — $ 21,776 $ (3,621 ) $ 19,370 Accounts payable 207,344 26,538 137,308 (184,732 ) 186,458 Income taxes payable 3,819 373 13,021 — 17,213 Accrued expenses 84,454 24,990 166,268 (9,773 ) 265,939 Total current liabilities 296,832 51,901 338,373 (198,126 ) 488,980 Long-term debt, net of current portion 1,076,227 — 1,173,012 (521,686 ) 1,727,553 Other noncurrent liabilities 62,021 — 34,895 — 96,916 Deferred income taxes 137,049 — 212,172 — 349,221 Total liabilities 1,572,129 51,901 1,758,452 (719,812 ) 2,662,670 Total stockholders’ equity 3,184,425 3,073,976 2,299,285 (6,390,480 ) 2,167,206 $ 4,756,554 $ 3,125,877 $ 4,057,737 $ (7,110,292 ) $ 4,829,876 Condensed Consolidated Balance Sheet As of December 31, 2016 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ 1,470 $ 5,754 $ 107,340 $ — $ 114,564 Restricted cash 103 — 190 — 293 Accounts receivable 39,209 97,220 339,251 (87,283 ) 388,397 Inventories 16,573 85,890 228,352 — 330,815 Income taxes refundable 3,566 — 3,913 — 7,479 Prepaid expenses 11,152 2,769 16,063 — 29,984 Other current assets 5,859 3,165 19,221 (6,475 ) 21,770 Total current assets 77,932 194,798 714,330 (93,758 ) 893,302 Investment in subsidiaries 4,296,200 1,154,398 909,263 (6,359,861 ) — Property, plant and equipment, net 233,456 497,312 784,807 — 1,515,575 Intangible assets, net 13,746 291,724 406,457 — 711,927 Goodwill 21,860 549,960 654,073 — 1,225,893 Investment in unconsolidated subsidiary 1,438 — 291,279 — 292,717 Other assets 36,063 396,222 160,505 (549,177 ) 43,613 Deferred income taxes — — 14,990 — 14,990 $ 4,680,695 $ 3,084,414 $ 3,935,704 $ (7,002,796 ) $ 4,698,017 LIABILITIES AND STOCKHOLDERS’ EQUITY Current portion of long-term debt $ 4,220 $ — $ 25,502 $ (6,475 ) $ 23,247 Accounts payable 116,075 18,142 130,718 (84,040 ) 180,895 Income taxes payable (383 ) 373 4,923 — 4,913 Accrued expenses 86,581 33,834 125,624 (3,243 ) 242,796 Total current liabilities 206,493 52,349 286,767 (93,758 ) 451,851 Long-term debt, net of current portion 1,109,523 — 1,167,349 (549,176 ) 1,727,696 Other noncurrent liabilities 63,072 — 33,042 — 96,114 Deferred income taxes 140,543 — 205,591 — 346,134 Total liabilities 1,519,631 52,349 1,692,749 (642,934 ) 2,621,795 Total stockholders’ equity 3,161,064 3,032,065 2,242,955 (6,359,862 ) 2,076,222 $ 4,680,695 $ 3,084,414 $ 3,935,704 $ (7,002,796 ) $ 4,698,017 Condensed Consolidated Statements of Operations For the three months ended July 1, 2017 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net sales $ 135,896 $ 359,840 $ 459,621 $ (59,009 ) $ 896,348 Cost and expenses: Cost of sales and operating expenses 107,977 290,511 361,285 (59,009 ) 700,764 Selling, general and administrative expenses 35,951 13,351 36,229 — 85,531 Depreciation and amortization 9,980 25,876 37,134 — 72,990 Total costs and expenses 153,908 329,738 434,648 (59,009 ) 859,285 Operating income/(loss) (18,012 ) 30,102 24,973 — 37,063 Interest expense (14,247 ) 3,968 (12,167 ) — (22,446 ) Foreign currency gains/(losses) (178 ) 205 (2,138 ) — (2,111 ) Other income/(expense), net (3,437 ) (1,590 ) 2,331 — (2,696 ) Equity in net income/(loss) of unconsolidated subsidiaries (393 ) — 8,653 — 8,260 Earnings in investments in subsidiaries 26,513 — — (26,513 ) — Income/(loss) before taxes (9,754 ) 32,685 21,652 (26,513 ) 18,070 Income taxes (benefit) (18,903 ) 16,325 10,320 — 7,742 Net income attributable to noncontrolling interests — — (1,179 ) — (1,179 ) Net income/(loss) attributable to Darling $ 9,149 $ 16,360 $ 10,153 $ (26,513 ) $ 9,149 Condensed Consolidated Statements of Operations For the six months ended July 1, 2017 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net sales $ 272,053 $ 720,024 $ 900,971 $ (116,628 ) $ 1,776,420 Cost and expenses: Cost of sales and operating expenses 217,640 583,282 706,097 (116,628 ) 1,390,391 Selling, general and administrative expenses 75,767 27,528 70,153 — 173,448 Depreciation and amortization 20,265 51,312 72,527 — 144,104 Total costs and expenses 313,672 662,122 848,777 (116,628 ) 1,707,943 Operating income/(loss) (41,619 ) 57,902 52,194 — 68,477 Interest expense (27,833 ) 7,991 (24,284 ) — (44,126 ) Foreign currency gains/(losses) (184 ) 180 (2,371 ) — (2,375 ) Other income/(expense), net (6,338 ) (1,558 ) 4,240 — (3,656 ) Equity in net income/(loss) of unconsolidated subsidiaries (766 ) — 9,732 — 8,966 Earnings in investments in subsidiaries 64,831 — — (64,831 ) — Income/(loss) before taxes (11,909 ) 64,515 39,511 (64,831 ) 27,286 Income taxes (benefit) (26,887 ) 22,604 13,843 — 9,560 Net income attributable to noncontrolling interests — — (2,748 ) — (2,748 ) Net income/(loss) attributable to Darling $ 14,978 $ 41,911 $ 22,920 $ (64,831 ) $ 14,978 Condensed Consolidated Statements of Operations For the three months ended July 2, 2016 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net sales $ 129,377 $ 342,879 $ 452,833 $ (47,748 ) $ 877,341 Cost and expenses: Cost of sales and operating expenses 99,788 272,746 352,329 (47,748 ) 677,115 Selling, general and administrative expenses 34,569 11,461 30,128 — 76,158 Acquisition and integration costs — — 70 — 70 Depreciation and amortization 9,412 24,102 36,017 — 69,531 Total costs and expenses 143,769 308,309 418,544 (47,748 ) 822,874 Operating income/(loss) (14,392 ) 34,570 34,289 — 54,467 Interest expense (15,338 ) 4,577 (13,219 ) — (23,980 ) Foreign currency gains/(losses) 74 23 (89 ) — 8 Other income/(expense), net (3,665 ) 127 1,165 — (2,373 ) Equity in net income/(loss) of unconsolidated subsidiaries (355 ) — 14,207 — 13,852 Earnings in investments in subsidiaries 68,020 — — (68,020 ) — Income/(loss) before taxes 34,344 39,297 36,353 (68,020 ) 41,974 Income taxes 2,345 1,920 3,718 — 7,983 Net income attributable to noncontrolling interests — — (1,992 ) — (1,992 ) Net income/(loss) attributable to Darling $ 31,999 $ 37,377 $ 30,643 $ (68,020 ) $ 31,999 Condensed Consolidated Statements of Operations For the six months ended July 2, 2016 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net sales $ 237,748 $ 646,644 $ 863,870 $ (91,280 ) $ 1,656,982 Cost and expenses: Cost of sales and operating expenses 189,271 509,082 668,935 (91,280 ) 1,276,008 Selling, general and administrative expenses 70,462 24,597 62,568 — 157,627 Acquisition costs — — 401 — 401 Depreciation and amortization 20,837 50,910 70,040 — 141,787 Total costs and expenses 280,570 584,589 801,944 (91,280 ) 1,575,823 Operating income/(loss) (42,822 ) 62,055 61,926 — 81,159 Interest expense (30,860 ) 8,954 (25,975 ) — (47,881 ) Foreign currency gains/(losses) 43 188 (2,826 ) — (2,595 ) Other income/(expense), net (6,990 ) 122 3,190 — (3,678 ) Equity in net income/(loss) of unconsolidated subsidiaries (452 ) — 19,947 — 19,495 Earnings in investments in subsidiaries 96,991 — — (96,991 ) — Income/(loss) before taxes 15,910 71,319 56,262 (96,991 ) 46,500 Income taxes (benefit) (17,168 ) 15,101 11,913 — 9,846 Net income attributable to noncontrolling interests — — (3,576 ) — (3,576 ) Net income/(loss) attributable to Darling $ 33,078 $ 56,218 $ 40,773 $ (96,991 ) $ 33,078 Condensed Consolidated Statements of Comprehensive Income/(Loss) For the three months ended July 1, 2017 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net income/(loss) $ 10,328 $ 16,360 $ 10,153 $ (26,513 ) $ 10,328 Other comprehensive income/(loss), net of tax: Foreign currency translation — — 49,112 — 49,112 Pension adjustments 641 — 119 — 760 Corn option derivative adjustments (869 ) — — — (869 ) Total other comprehensive income/(loss), net of tax (228 ) — 49,231 — 49,003 Total comprehensive income/(loss) 10,100 16,360 59,384 (26,513 ) 59,331 Total comprehensive loss attributable to noncontrolling interest — — (1,418 ) — (1,418 ) Total comprehensive income/(loss) attributable to Darling $ 10,100 $ 16,360 $ 60,802 $ (26,513 ) $ 60,749 Condensed Consolidated Statements of Comprehensive Income/(Loss) For the six months ended July 1, 2017 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net income/(loss) $ 17,726 $ 41,911 $ 22,920 $ (64,831 ) $ 17,726 Other comprehensive income/ (loss), net of tax: Foreign currency translation — — 64,791 — 64,791 Pension adjustments 1,282 — 237 — 1,519 Corn option derivative adjustments (1,971 ) — — — (1,971 ) Total other comprehensive income, net of tax (689 ) — 65,028 — 64,339 Total comprehensive income/(loss) 17,037 41,911 87,948 (64,831 ) 82,065 Total comprehensive loss attributable to noncontrolling interest — — (171 ) — (171 ) Total comprehensive income/(loss) attributable to Darling $ 17,037 $ 41,911 $ 88,119 $ (64,831 ) $ 82,236 Condensed Consolidated Statements of Comprehensive Income/(Loss) For the three months ended July 2, 2016 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net income/(loss) $ 33,991 $ 37,377 $ 30,643 $ (68,020 ) $ 33,991 Other comprehensive income/(loss), net of tax: Foreign currency translation — — (8,008 ) — (8,008 ) Pension adjustments 658 (75 ) 68 — 651 Corn option derivative adjustments 1,227 — — — 1,227 Total other comprehensive income/(loss), net of tax 1,885 (75 ) (7,940 ) — (6,130 ) Total comprehensive income/(loss) 35,876 37,302 22,703 (68,020 ) 27,861 Total comprehensive income attributable to noncontrolling interest — — 1,725 — 1,725 Total comprehensive income/(loss) attributable to Darling $ 35,876 $ 37,302 $ 20,978 $ (68,020 ) $ 26,136 Condensed Consolidated Statements of Comprehensive Income/(Loss) For the six months ended July 2, 2016 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net income/(loss) $ 36,654 $ 56,218 $ 40,773 $ (96,991 ) $ 36,654 Other comprehensive income/(loss), net of tax: Foreign currency translation — — 49,523 — 49,523 Pension adjustments 1,316 (75 ) 136 — 1,377 Corn option derivative adjustments 521 — — — 521 Total other comprehensive income, net of tax 1,837 (75 ) 49,659 — 51,421 Total comprehensive income/(loss) 38,491 56,143 90,432 (96,991 ) 88,075 Total comprehensive income attributable to noncontrolling interest — — 1,305 — 1,305 Total comprehensive income/(loss) attributable to Darling $ 38,491 $ 56,143 $ 89,127 $ (96,991 ) $ 86,770 Condensed Consolidated Statements of Cash Flows For the six months ended July 1, 2017 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Cash flows from operating activities: Net income/(loss) $ 17,726 $ 41,911 $ 22,920 $ (64,831 ) $ 17,726 Earnings in investments in subsidiaries (64,831 ) — — 64,831 — Other operating cash flows 135,192 (36,021 ) 80,651 — 179,822 Net cash provided by operating activities 88,087 5,890 103,571 — 197,548 Cash flows from investing activities: Capital expenditures (41,907 ) (38,269 ) (47,648 ) — (127,824 ) Acquisitions — (12,369 ) — — (12,369 ) Investment in subsidiaries and affiliates (2,250 ) — — — (2,250 ) Note receivable from affiliates — 39,733 (39,733 ) — — Gross proceeds from sale of property, plant and equipment and other assets 1,704 978 921 — 3,603 Proceeds from insurance settlements — — 3,301 — 3,301 Payments related to routes and other intangibles (4,635 ) — — — (4,635 ) Net cash used in investing activities (47,088 ) (9,927 ) (83,159 ) — (140,174 ) Cash flows from financing activities: Proceeds for long-term debt — — 16,405 — 16,405 Payments on long-term debt (43,063 ) — (24,911 ) — (67,974 ) Borrowings from revolving facilities 80,000 — — — 80,000 Payments on revolving facilities (75,000 ) — (5,327 ) — (80,327 ) Net cash overdraft financing — — (1,077 ) — (1,077 ) Deferred loan costs (1,177 ) — — — (1,177 ) Issuances of common stock 22 — — — 22 Minimum withholding taxes paid on stock awards (2,077 ) — (14 ) — (2,091 ) Distributions to noncontrolling interests — — (2,135 ) — (2,135 ) Net cash used in financing activities (41,295 ) — (17,059 ) — (58,354 ) Effect of exchange rate changes on cash — — 11,233 — 11,233 Net increase/(decrease) in cash and cash equivalents (296 ) (4,037 ) 14,586 — 10,253 Cash and cash equivalents at beginning of year 1,470 5,754 107,340 — 114,564 Cash and cash equivalents at end of year $ 1,174 $ 1,717 $ 121,926 $ — $ 124,817 Condensed Consolidated Statements of Cash Flows For the six months ended July 2, 2016 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Cash flows from operating activities: Net income/(loss) $ 36,654 $ 56,218 $ 40,773 $ (96,991 ) $ 36,654 Earnings in investments in subsidiaries (96,991 ) — — 96,991 — Other operating cash flows 121,503 (16,111 ) 26,187 — 131,579 Net cash provided by operating activities 61,166 40,107 66,960 — 168,233 Cash flows from investing activities: Capital expenditures (21,542 ) (43,883 ) (43,981 ) — (109,406 ) Acquisitions — — (8,511 ) — (8,511 ) Gross proceeds from sale of property, plant and equipment and other assets 1,009 383 1,012 — 2,404 Proceeds from insurance settlements — — 1,537 — 1,537 Net cash used in investing activities (20,533 ) (43,500 ) (49,943 ) — (113,976 ) Cash flows from financing activities: Proceeds for long-term debt — — 17,277 — 17,277 Payments on long-term debt (35,890 ) — (23,365 ) — (59,255 ) Borrowings from revolving credit facility 41,000 — — — 41,000 Payments on revolving credit facility (41,000 ) — (6,207 ) — (47,207 ) Issuances of common stock 143 — — — 143 Repurchase of treasury stock (5,000 ) — — — (5,000 ) Minimum withholding taxes paid on stock awards (1,687 ) — (125 ) — (1,812 ) Excess tax benefits from stock-based compensation (413 ) — — — (413 ) Net cash used in financing activities (42,847 ) — (12,420 ) — (55,267 ) Effect of exchange rate changes on cash — — 1,941 — 1,941 Net increase/(decrease) in cash and cash equivalents (2,214 ) (3,393 ) 6,538 — 931 Cash and cash equivalents at beginning of year 3,443 3,993 149,448 — 156,884 Cash and cash equivalents at end of year $ 1,229 $ 600 $ 155,986 $ — $ 157,815 |