Guarantor Financial Information | Guarantor Financial Information The Company's 5.375% Notes and 3.625% Notes (see Note 9) are guaranteed on a senior unsecured basis by the following Notes Guarantors, each of which is a 100% directly or indirectly owned subsidiary of Darling and which constitute all of Darling's existing restricted subsidiaries that are Credit Agreement Guarantors (other than Darling's foreign subsidiaries, Darling Global Finance B.V., which issued the 3.625% Notes and is discussed further below, or any receivables entity): Darling National, Griffin and its subsidiary Craig Protein, Darling AWS LLC, Darling Global Holdings Inc., Darling Northstar LLC, EV Acquisition, LLC, Rousselot Inc., Rousselot Dubuque Inc., Sonac USA LLC and Rousselot Peabody Inc. In addition, the 3.625% Notes, which were issued by Darling Global Finance B.V., a wholly-owned indirect subsidiary of Darling, are guaranteed on a senior unsecured basis by Darling. The Notes Guarantors, and Darling in the case of the 3.625% Notes, fully and unconditionally guaranteed the 5.375% Notes and 3.625% Notes on a joint and several basis. The following financial statements present condensed consolidated financial data for (i) Darling, (ii) the combined Notes Guarantors, (iii) the combined other subsidiaries of the Company that did not guarantee the 5.375% Notes or the 3.625% Notes (the “Non-guarantors”), and (iv) eliminations necessary to arrive at the Company's consolidated financial statements, which include condensed consolidated balance sheets as of June 30, 2018 and December 30, 2017 , 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 ended June 30, 2018 and July 1, 2017 . Separate financial information is not presented for Darling Global Finance B.V. since it was formed as a special purpose finance subsidiary for the purpose of issuing euro-denominated notes such as the 3.625% Notes and therefore does not have any substantial operations or assets. Condensed Consolidated Balance Sheet As of June 30, 2018 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ 971 $ 1,462 $ 101,687 $ — $ 104,120 Restricted cash 103 — 39 — 142 Accounts receivable 37,731 499,988 449,745 (616,173 ) 371,291 Inventories 15,775 85,471 269,309 — 370,555 Income taxes refundable 2,856 — 4,121 — 6,977 Prepaid expenses 13,170 2,813 27,982 — 43,965 Other current assets 5,161 (2,152 ) 18,139 — 21,148 Total current assets 75,767 587,582 871,022 (616,173 ) 918,198 Investment in subsidiaries 4,792,217 1,366,126 844,044 (7,002,387 ) — Property, plant and equipment, net 314,090 497,077 813,187 — 1,624,354 Intangible assets, net 31,131 216,133 363,614 — 610,878 Goodwill 41,414 490,748 700,802 — 1,232,964 Investment in unconsolidated subsidiaries 9,766 — 389,331 — 399,097 Other assets 38,913 65,149 186,738 (233,998 ) 56,802 Deferred taxes — — 14,623 — 14,623 $ 5,303,298 $ 3,222,815 $ 4,183,361 $ (7,852,558 ) $ 4,856,916 LIABILITIES AND STOCKHOLDERS’ EQUITY Current portion of long-term debt $ 49 $ — $ 7,417 $ — $ 7,466 Accounts payable 643,541 16,949 138,528 (613,868 ) 185,150 Income taxes payable 888 — 8,087 — 8,975 Accrued expenses 89,917 26,875 166,653 (2,306 ) 281,139 Total current liabilities 734,395 43,824 320,685 (616,174 ) 482,730 Long-term debt, net of current portion 1,022,688 — 899,133 (233,998 ) 1,687,823 Other noncurrent liabilities 68,404 — 37,245 — 105,649 Deferred income taxes 92,197 — 150,486 — 242,683 Total liabilities 1,917,684 43,824 1,407,549 (850,172 ) 2,518,885 Total stockholders’ equity 3,385,614 3,178,991 2,775,812 (7,002,386 ) 2,338,031 $ 5,303,298 $ 3,222,815 $ 4,183,361 $ (7,852,558 ) $ 4,856,916 Condensed Consolidated Balance Sheet As of December 30, 2017 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ 1,724 $ 2,993 $ 102,057 $ — $ 106,774 Restricted cash 103 — 39 — 142 Accounts receivable 37,453 465,653 436,874 (548,133 ) 391,847 Inventories 18,049 84,805 255,329 — 358,183 Income taxes refundable 1,591 — 2,918 — 4,509 Prepaid expenses 10,787 3,141 24,398 — 38,326 Other current assets 7,117 923 48,624 — 56,664 Total current assets 76,824 557,515 870,239 (548,133 ) 956,445 Investment in subsidiaries 4,734,618 1,167,246 844,044 (6,745,908 ) — Property, plant and equipment, net 278,121 501,842 865,859 — 1,645,822 Intangible assets, net 17,034 258,970 400,496 — 676,500 Goodwill 21,860 551,837 727,396 — 1,301,093 Investment in unconsolidated subsidiary 4,341 — 297,697 — 302,038 Other assets 42,078 314,166 193,923 (487,883 ) 62,284 Deferred income taxes — — 14,043 — 14,043 $ 5,174,876 $ 3,351,576 $ 4,213,697 $ (7,781,924 ) $ 4,958,225 LIABILITIES AND STOCKHOLDERS’ EQUITY Current portion of long-term debt $ 115 $ — $ 16,028 $ — $ 16,143 Accounts payable 555,894 37,466 169,033 (544,976 ) 217,417 Income taxes payable 32 373 11,895 — 12,300 Accrued expenses 105,625 30,542 180,613 (3,157 ) 313,623 Total current liabilities 661,666 68,381 377,569 (548,133 ) 559,483 Long-term debt, net of current portion 1,030,736 — 1,155,197 (487,883 ) 1,698,050 Other noncurrent liabilities 69,711 — 36,576 — 106,287 Deferred income taxes 106,543 — 160,165 — 266,708 Total liabilities 1,868,656 68,381 1,729,507 (1,036,016 ) 2,630,528 Total stockholders’ equity 3,306,220 3,283,195 2,484,190 (6,745,908 ) 2,327,697 $ 5,174,876 $ 3,351,576 $ 4,213,697 $ (7,781,924 ) $ 4,958,225 Condensed Consolidated Statements of Operations For the three months ended June 30, 2018 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net sales $ 135,196 $ 348,497 $ 423,466 $ (60,513 ) $ 846,646 Cost and expenses: Cost of sales and operating expenses 102,221 275,609 335,684 (60,513 ) 653,001 Selling, general and administrative expenses 36,393 12,425 29,740 — 78,558 Restructuring and impairment charges — — 14,965 — 14,965 Depreciation and amortization 11,577 25,942 40,935 — 78,454 Total costs and expenses 150,191 313,976 421,324 (60,513 ) 824,978 Operating income/(loss) (14,995 ) 34,521 2,142 — 21,668 Interest expense (14,193 ) 3,240 (12,063 ) — (23,016 ) Debt extinguishment costs (15,635 ) — (7,874 ) — (23,509 ) Foreign currency losses (414 ) (31 ) (3,050 ) — (3,495 ) Loss on sale of subsidiary (15,538 ) — — — (15,538 ) Other income/(expense), net (10,204 ) 1,810 9,593 — 1,199 Equity in net income/(loss) of unconsolidated subsidiaries (577 ) — 15,813 — 15,236 Earnings in investments in subsidiaries 34,159 — — (34,159 ) — Income/(loss) before taxes (37,397 ) 39,540 4,561 (34,159 ) (27,455 ) Income taxes (benefit) (6,977 ) 4,192 4,468 — 1,683 Net income attributable to noncontrolling interests — — (1,282 ) — (1,282 ) Net income/(loss) attributable to Darling $ (30,420 ) $ 35,348 $ (1,189 ) $ (34,159 ) $ (30,420 ) Condensed Consolidated Statements of Operations For the six months ended June 30, 2018 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net sales $ 254,821 $ 693,100 $ 891,274 $ (117,175 ) $ 1,722,020 Cost and expenses: Cost of sales and operating expenses 198,089 546,846 703,340 (117,175 ) 1,331,100 Selling, general and administrative expenses 80,171 25,262 60,027 — 165,460 Restructuring and impairment charges — — 14,965 — 14,965 Depreciation and amortization 22,636 52,233 82,204 — 157,073 Total costs and expenses 300,896 624,341 860,536 (117,175 ) 1,668,598 Operating income/(loss) (46,075 ) 68,759 30,738 — 53,422 Interest expense (28,557 ) 7,003 (24,586 ) — (46,140 ) Debt extinguishment costs (15,635 ) — (7,874 ) — (23,509 ) Foreign currency losses (437 ) (94 ) (4,445 ) — (4,976 ) Loss on sale of subsidiary (15,538 ) — — — (15,538 ) Other income/(expense), net (13,614 ) 484 11,813 — (1,317 ) Equity in net income/(loss) of unconsolidated subsidiaries (1,075 ) — 113,465 — 112,390 Earnings in investments in subsidiaries 179,039 — — (179,039 ) — Income/(loss) before taxes 58,108 76,152 119,111 (179,039 ) 74,332 Income taxes (benefit) (8,777 ) 5,527 8,645 — 5,395 Net income attributable to noncontrolling interests — — (2,052 ) — (2,052 ) Net income/(loss) attributable to Darling $ 66,885 $ 70,625 $ 108,414 $ (179,039 ) $ 66,885 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 $ 458,203 $ (59,009 ) $ 894,930 Cost and expenses: Cost of sales and operating expenses 107,977 290,511 359,765 (59,009 ) 699,244 Selling, general and administrative expenses 35,105 13,351 36,076 — 84,532 Depreciation and amortization 9,980 25,876 37,134 — 72,990 Total costs and expenses 153,062 329,738 432,975 (59,009 ) 856,766 Operating income/(loss) (17,166 ) 30,102 25,228 — 38,164 Interest expense (14,247 ) 3,968 (12,167 ) — (22,446 ) Foreign currency gains/(losses) (178 ) 205 (2,138 ) — (2,111 ) Other income/(expense), net (4,283 ) (1,590 ) 2,076 — (3,797 ) 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 (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 $ 897,991 $ (116,628 ) $ 1,773,440 Cost and expenses: Cost of sales and operating expenses 217,640 583,282 702,916 (116,628 ) 1,387,210 Selling, general and administrative expenses 74,074 27,528 69,853 — 171,455 Depreciation and amortization 20,265 51,312 72,527 — 144,104 Total costs and expenses 311,979 662,122 845,296 (116,628 ) 1,702,769 Operating income/(loss) (39,926 ) 57,902 52,695 — 70,671 Interest expense (27,833 ) 7,991 (24,284 ) — (44,126 ) Foreign currency gains/(losses) (184 ) 180 (2,371 ) — (2,375 ) Other income/(expense), net (8,031 ) (1,558 ) 3,739 — (5,850 ) 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 Comprehensive Income/(Loss) For the three months ended June 30, 2018 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net income/(loss) $ (29,138 ) $ 35,348 $ (1,189 ) $ (34,159 ) $ (29,138 ) Other comprehensive income/(loss), net of tax: Foreign currency translation 1,116 (53,387 ) (24,566 ) — (76,837 ) Pension adjustments 565 — 101 — 666 Natural gas swap derivative adjustments — — — — — Corn option derivative adjustments 447 — — — 447 Total other comprehensive income/(loss), net of tax 2,128 (53,387 ) (24,465 ) — (75,724 ) Total comprehensive income/(loss) (27,010 ) (18,039 ) (25,654 ) (34,159 ) (104,862 ) Total comprehensive loss attributable to noncontrolling interest — — 1,232 — 1,232 Total comprehensive income/(loss) attributable to Darling $ (27,010 ) $ (18,039 ) $ (26,886 ) $ (34,159 ) $ (106,094 ) Condensed Consolidated Statements of Comprehensive Income/(Loss) For the six months ended June 30, 2018 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net income/(loss) $ 68,937 $ 70,625 $ 108,414 $ (179,039 ) $ 68,937 Other comprehensive income/ (loss), net of tax: Foreign currency translation 1,116 (53,387 ) (7,271 ) — (59,542 ) Pension adjustments 1,131 — 202 — 1,333 Natural gas swap derivative adjustments 22 — — — 22 Corn option derivative adjustments (1,158 ) — — — (1,158 ) Total other comprehensive income/(loss), net of tax 1,111 (53,387 ) (7,069 ) — (59,345 ) Total comprehensive income/(loss) 70,048 17,238 101,345 (179,039 ) 9,592 Total comprehensive loss attributable to noncontrolling interest — — 2,519 — 2,519 Total comprehensive income/(loss) attributable to Darling $ 70,048 $ 17,238 $ 98,826 $ (179,039 ) $ 7,073 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 income 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 income 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 Cash Flows For the six months ended June 30, 2018 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Cash flows from operating activities: Net income/(loss) $ 68,937 $ 70,625 $ 108,414 $ (179,039 ) $ 68,937 Earnings in investments in subsidiaries (179,039 ) — — 179,039 — Other operating cash flows 143,415 (30,510 ) (53,795 ) — 59,110 Net cash provided by operating activities 33,313 40,115 54,619 — 128,047 Cash flows from investing activities: Capital expenditures (45,028 ) (45,759 ) (48,343 ) — (139,130 ) Acquisitions (51,089 ) — — — (51,089 ) Investment in subsidiaries and affiliates (6,500 ) (198,880 ) — 198,880 (6,500 ) Proceeds from sale of investment in subsidiary 80,000 — 2,805 — 82,805 Note receivable from affiliates — 201,880 (201,880 ) — — Gross proceeds from sale of property, plant and equipment and other assets 873 610 761 — 2,244 Proceeds from insurance settlements 750 503 — — 1,253 Payments related to routes and other intangibles (246 ) — (48 ) — (294 ) Net cash used in investing activities (21,240 ) (41,646 ) (246,705 ) 198,880 (110,711 ) Cash flows from financing activities: Proceeds for long-term debt — — 623,695 — 623,695 Payments on long-term debt (10,066 ) — (640,910 ) — (650,976 ) Borrowings from revolving facilities 131,000 — 116,975 — 247,975 Payments on revolving facilities (131,000 ) — (90,632 ) — (221,632 ) Net cash overdraft financing — — 4,517 — 4,517 Deferred loan costs (824 ) — (8,500 ) — (9,324 ) Issuances of common stock 182 — — — 182 Contributions from parent — — 198,880 (198,880 ) — Minimum withholding taxes paid on stock awards (2,118 ) — (5 ) — (2,123 ) Distributions to noncontrolling interests — — (983 ) — (983 ) Net cash used in financing activities (12,826 ) — 203,037 (198,880 ) (8,669 ) Effect of exchange rate changes on cash — — (11,321 ) — (11,321 ) Net increase/(decrease) in cash, cash equivalents and restricted cash (753 ) (1,531 ) (370 ) — (2,654 ) Cash, cash equivalents and restricted cash at beginning of period 1,827 2,993 102,096 — 106,916 Cash, cash equivalents and restricted cash at end of period $ 1,074 $ 1,462 $ 101,726 $ — $ 104,262 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 ) 80,640 — 179,811 Net cash provided by operating activities 88,087 5,890 103,560 — 197,537 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 credit facility 80,000 — — — 80,000 Payments on revolving credit facility (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, cash equivalents and restricted cash (296 ) (4,037 ) 14,575 — 10,242 Cash, cash equivalents and restricted cash at beginning of period 1,573 5,754 107,530 — 114,857 Cash, cash equivalents and restricted cash at end of period $ 1,277 $ 1,717 $ 122,105 $ — $ 125,099 |