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 September 29, 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 nine months ended September 29, 2018 and September 30, 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 September 29, 2018 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ 1,029 $ 36 $ 80,405 $ — $ 81,470 Restricted cash 103 — — — 103 Accounts receivable 38,944 547,174 443,329 (666,135 ) 363,312 Inventories 22,062 86,917 252,700 — 361,679 Income taxes refundable 2,998 — 5,358 — 8,356 Prepaid expenses 14,930 3,297 25,078 — 43,305 Other current assets 4,011 (2,063 ) 18,305 — 20,253 Total current assets 84,077 635,361 825,175 (666,135 ) 878,478 Investment in subsidiaries 4,820,655 1,366,126 844,044 (7,030,825 ) — Property, plant and equipment, net 334,101 498,771 798,164 — 1,631,036 Intangible assets, net 29,897 208,535 354,802 — 593,234 Goodwill 41,489 490,748 701,308 — 1,233,545 Investment in unconsolidated subsidiaries 12,535 — 386,259 — 398,794 Other assets 38,612 49,149 172,242 (205,429 ) 54,574 Deferred taxes — — 15,550 — 15,550 $ 5,361,366 $ 3,248,690 $ 4,097,544 $ (7,902,389 ) $ 4,805,211 LIABILITIES AND STOCKHOLDERS’ EQUITY Current portion of long-term debt $ 5,025 $ — $ 6,075 $ — $ 11,100 Accounts payable 689,123 20,604 130,892 (662,850 ) 177,769 Income taxes payable (128 ) — 6,034 — 5,906 Accrued expenses 89,167 28,520 176,655 (3,286 ) 291,056 Total current liabilities 783,187 49,124 319,656 (666,136 ) 485,831 Long-term debt, net of current portion 1,041,407 — 832,151 (205,429 ) 1,668,129 Other noncurrent liabilities 67,314 — 34,564 — 101,878 Deferred income taxes 88,908 — 145,162 — 234,070 Total liabilities 1,980,816 49,124 1,331,533 (871,565 ) 2,489,908 Total stockholders’ equity 3,380,550 3,199,566 2,766,011 (7,030,824 ) 2,315,303 $ 5,361,366 $ 3,248,690 $ 4,097,544 $ (7,902,389 ) $ 4,805,211 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 September 29, 2018 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net sales $ 136,460 $ 328,148 $ 410,936 $ (62,968 ) $ 812,576 Cost and expenses: Cost of sales and operating expenses 107,979 274,147 328,943 (62,968 ) 648,101 Selling, general and administrative expenses 34,967 7,457 25,023 — 67,447 Depreciation and amortization 12,036 25,322 41,484 — 78,842 Total costs and expenses 154,982 306,926 395,450 (62,968 ) 794,390 Operating income/(loss) (18,522 ) 21,222 15,486 — 18,186 Interest expense (13,823 ) 190 (6,447 ) — (20,080 ) Foreign currency losses (4 ) (2 ) (2,100 ) — (2,106 ) Gain on disposal of subsidiary — — 3,038 — 3,038 Other expense, net (1,791 ) (656 ) (339 ) — (2,786 ) Equity in net loss of unconsolidated subsidiaries (732 ) — (2,060 ) — (2,792 ) Earnings in investments in subsidiaries 28,438 — — (28,438 ) — Income/(loss) before taxes (6,434 ) 20,754 7,578 (28,438 ) (6,540 ) Income tax expense/(benefit) (397 ) 179 (1,185 ) — (1,403 ) Net income attributable to noncontrolling interests — — (900 ) — (900 ) Net income/(loss) attributable to Darling $ (6,037 ) $ 20,575 $ 7,863 $ (28,438 ) $ (6,037 ) Condensed Consolidated Statements of Operations For the nine months ended September 29, 2018 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net sales $ 391,281 $ 1,021,248 $ 1,302,210 $ (180,143 ) $ 2,534,596 Cost and expenses: Cost of sales and operating expenses 306,068 820,993 1,032,283 (180,143 ) 1,979,201 Selling, general and administrative expenses 115,138 32,719 85,050 — 232,907 Restructuring and impairment charges — — 14,965 — 14,965 Depreciation and amortization 34,672 77,555 123,688 — 235,915 Total costs and expenses 455,878 931,267 1,255,986 (180,143 ) 2,462,988 Operating income/(loss) (64,597 ) 89,981 46,224 — 71,608 Interest expense (42,380 ) 7,193 (31,033 ) — (66,220 ) Debt extinguishment costs (15,635 ) — (7,874 ) — (23,509 ) Foreign currency losses (441 ) (96 ) (6,545 ) — (7,082 ) Gain/(loss) on disposal of subsidiary (15,538 ) — 3,038 — (12,500 ) Other income/(expense), net (15,405 ) (172 ) 11,474 — (4,103 ) Equity in net income/(loss) of unconsolidated subsidiaries (1,807 ) — 111,405 — 109,598 Earnings in investments in subsidiaries 207,477 — — (207,477 ) — Income/(loss) before taxes 51,674 96,906 126,689 (207,477 ) 67,792 Income tax expense/(benefit) (9,174 ) 5,706 7,460 — 3,992 Net income attributable to noncontrolling interests — — (2,952 ) — (2,952 ) Net income/(loss) attributable to Darling $ 60,848 $ 91,200 $ 116,277 $ (207,477 ) $ 60,848 Condensed Consolidated Statements of Operations For the three months ended September 30, 2017 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net sales $ 135,001 $ 378,088 $ 487,584 $ (64,411 ) $ 936,262 Cost and expenses: Cost of sales and operating expenses 103,591 315,847 387,484 (64,411 ) 742,511 Selling, general and administrative expenses 36,307 14,031 31,815 — 82,153 Depreciation and amortization 10,485 26,949 39,768 — 77,202 Total costs and expenses 150,383 356,827 459,067 (64,411 ) 901,866 Operating income/(loss) (15,382 ) 21,261 28,517 — 34,396 Interest expense (14,076 ) 4,009 (12,464 ) — (22,531 ) Foreign currency gains/(losses) (32 ) 320 (2,343 ) — (2,055 ) Other income/(expense), net (5,152 ) 1,555 1,064 — (2,533 ) Equity in net income/(loss) of unconsolidated subsidiaries (487 ) — 8,190 — 7,703 Earnings in investments in subsidiaries 27,810 — — (27,810 ) — Income/(loss) before taxes (7,319 ) 27,145 22,964 (27,810 ) 14,980 Income tax expense/(benefit) (15,080 ) 11,782 9,594 — 6,296 Net income attributable to noncontrolling interests — — (923 ) — (923 ) Net income/(loss) attributable to Darling $ 7,761 $ 15,363 $ 12,447 $ (27,810 ) $ 7,761 Condensed Consolidated Statements of Operations For the nine months ended September 30, 2017 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net sales $ 407,054 $ 1,098,112 $ 1,385,575 $ (181,039 ) $ 2,709,702 Cost and expenses: Cost of sales and operating expenses 321,231 899,129 1,090,400 (181,039 ) 2,129,721 Selling, general and administrative expenses 110,381 41,559 101,668 — 253,608 Depreciation and amortization 30,750 78,261 112,295 — 221,306 Total costs and expenses 462,362 1,018,949 1,304,363 (181,039 ) 2,604,635 Operating income/(loss) (55,308 ) 79,163 81,212 — 105,067 Interest expense (41,909 ) 12,000 (36,748 ) — (66,657 ) Foreign currency gains/(losses) (216 ) 500 (4,714 ) — (4,430 ) Other income/(expense), net (13,183 ) (3 ) 4,803 — (8,383 ) Equity in net income/(loss) of unconsolidated subsidiaries (1,253 ) — 17,922 — 16,669 Earnings in investments in subsidiaries 92,641 — — (92,641 ) — Income/(loss) before taxes (19,228 ) 91,660 62,475 (92,641 ) 42,266 Income tax expense/(benefit) (41,967 ) 34,386 23,437 — 15,856 Net income attributable to noncontrolling interests — — (3,671 ) — (3,671 ) Net income/(loss) attributable to Darling $ 22,739 $ 57,274 $ 35,367 $ (92,641 ) $ 22,739 Condensed Consolidated Statements of Comprehensive Income/(Loss) For the three months ended September 29, 2018 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net income/(loss) $ (5,137 ) $ 20,575 $ 7,863 $ (28,438 ) $ (5,137 ) Other comprehensive income/(loss), net of tax: Foreign currency translation 165 — (5,749 ) — (5,584 ) Pension adjustments 565 — 103 — 668 Natural gas swap derivative adjustments — — — — — Soybean meal derivative adjustments 3 — — — 3 Corn option derivative adjustments (40 ) — — — (40 ) Foreign exchange derivative adjustments — — 309 — 309 Total other comprehensive income/(loss), net of tax 693 — (5,337 ) — (4,644 ) Total comprehensive income/(loss) (4,444 ) 20,575 2,526 (28,438 ) (9,781 ) Total comprehensive loss attributable to noncontrolling interest — — (538 ) — (538 ) Total comprehensive income/(loss) attributable to Darling $ (4,444 ) $ 20,575 $ 3,064 $ (28,438 ) $ (9,243 ) Condensed Consolidated Statements of Comprehensive Income/(Loss) For the nine months ended September 29, 2018 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net income/(loss) $ 63,800 $ 91,200 $ 116,277 $ (207,477 ) $ 63,800 Other comprehensive income/ (loss), net of tax: Foreign currency translation 1,281 (53,387 ) (13,020 ) — (65,126 ) Pension adjustments 1,696 — 305 — 2,001 Natural gas swap derivative adjustments 22 — — — 22 Soybean meal derivative adjustments 3 — — — 3 Corn option derivative adjustments (1,198 ) — — — (1,198 ) Foreign exchange derivative adjustments — — 309 — 309 Total other comprehensive income/(loss), net of tax 1,804 (53,387 ) (12,406 ) — (63,989 ) Total comprehensive income/(loss) 65,604 37,813 103,871 (207,477 ) (189 ) Total comprehensive income attributable to noncontrolling interest — — 1,981 — 1,981 Total comprehensive income/(loss) attributable to Darling $ 65,604 $ 37,813 $ 101,890 $ (207,477 ) $ (2,170 ) Condensed Consolidated Statements of Comprehensive Income/(Loss) For the three months ended September 30, 2017 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net income/(loss) $ 8,684 $ 15,363 $ 12,447 $ (27,810 ) $ 8,684 Other comprehensive income/(loss), net of tax: Foreign currency translation — — 46,211 — 46,211 Pension adjustments 641 — 118 — 759 Natural gas swap derivative adjustments 22 — — — 22 Corn option derivative adjustments 850 — — — 850 Total other comprehensive income/(loss), net of tax 1,513 — 46,329 — 47,842 Total comprehensive income/(loss) 10,197 15,363 58,776 (27,810 ) 56,526 Total comprehensive income attributable to noncontrolling interest — — 109 — 109 Total comprehensive income/(loss) attributable to Darling $ 10,197 $ 15,363 $ 58,667 $ (27,810 ) $ 56,417 Condensed Consolidated Statements of Comprehensive Income/(Loss) For the nine months ended September 30, 2017 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net income/(loss) $ 26,410 $ 57,274 $ 35,367 $ (92,641 ) $ 26,410 Other comprehensive income/(loss), net of tax: Foreign currency translation — — 111,002 — 111,002 Pension adjustments 1,923 — 355 — 2,278 Natural gas swap derivative adjustments 22 — — — 22 Corn option derivative adjustments (1,121 ) — — — (1,121 ) Total other comprehensive income, net of tax 824 — 111,357 — 112,181 Total comprehensive income/(loss) 27,234 57,274 146,724 (92,641 ) 138,591 Total comprehensive loss attributable to noncontrolling interest — — (62 ) — (62 ) Total comprehensive income/(loss) attributable to Darling $ 27,234 $ 57,274 $ 146,786 $ (92,641 ) $ 138,653 Condensed Consolidated Statements of Cash Flows For the nine months ended September 29, 2018 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Cash flows from operating activities: Net income/(loss) $ 63,800 $ 91,200 $ 116,277 $ (207,477 ) $ 63,800 Earnings in investments in subsidiaries (207,477 ) — — 207,477 — Other operating cash flows 187,663 (49,424 ) (2,341 ) — 135,898 Net cash provided by operating activities 43,986 41,776 113,936 — 199,698 Cash flows from investing activities: Capital expenditures (75,282 ) (65,079 ) (73,365 ) — (213,726 ) Acquisitions (51,301 ) — — — (51,301 ) Investment in subsidiaries and affiliates (10,000 ) (198,880 ) — 198,880 (10,000 ) Proceeds from sale of investment in subsidiary 80,000 — 2,805 — 82,805 Note receivable from affiliates — 217,880 (217,880 ) — — Gross proceeds from sale of property, plant and equipment and other assets 1,282 843 1,236 — 3,361 Proceeds from insurance settlements 750 503 — — 1,253 Payments related to routes and other intangibles (246 ) — (1,007 ) — (1,253 ) Net cash used in investing activities (54,797 ) (44,733 ) (288,211 ) 198,880 (188,861 ) Cash flows from financing activities: Proceeds for long-term debt — — 623,698 — 623,698 Payments on long-term debt (10,090 ) — (651,178 ) — (661,268 ) Borrowings from revolving facilities 238,000 — 148,436 — 386,436 Payments on revolving facilities (215,000 ) — (147,463 ) — (362,463 ) Net cash overdraft financing — — 3,361 — 3,361 Deferred loan costs (824 ) — (8,844 ) — (9,668 ) Issuances of common stock 182 — — — 182 Contributions from parent — — 198,880 (198,880 ) — Minimum withholding taxes paid on stock awards (2,152 ) — (63 ) — (2,215 ) Distributions to noncontrolling interests — — (8,005 ) — (8,005 ) Net cash used in financing activities 10,116 — 158,822 (198,880 ) (29,942 ) Effect of exchange rate changes on cash — — (6,238 ) — (6,238 ) Net decrease in cash, cash equivalents and restricted cash (695 ) (2,957 ) (21,691 ) — (25,343 ) 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 $ 1,132 $ 36 $ 80,405 $ — $ 81,573 Condensed Consolidated Statements of Cash Flows For the nine months ended September 30, 2017 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Cash flows from operating activities: Net income/(loss) $ 26,410 $ 57,274 $ 35,367 $ (92,641 ) $ 26,410 Earnings in investments in subsidiaries (92,641 ) — — 92,641 — Other operating cash flows 188,304 (59,113 ) 113,170 — 242,361 Net cash provided by operating activities 122,073 (1,839 ) 148,537 — 268,771 Cash flows from investing activities: Capital expenditures (63,746 ) (57,388 ) (75,312 ) — (196,446 ) Acquisitions — (12,144 ) — — (12,144 ) Investment in subsidiaries and affiliates (4,750 ) — — — (4,750 ) Note receivable from affiliates — 67,000 (67,000 ) — — Gross proceeds from sale of property, plant and equipment and other assets 2,309 1,311 1,333 — 4,953 Proceeds from insurance settlements — — 3,301 — 3,301 Payments related to routes and other intangibles (5,635 ) — — — (5,635 ) Net cash used in investing activities (71,822 ) (1,221 ) (137,678 ) — (210,721 ) Cash flows from financing activities: Proceeds for long-term debt — — 24,069 — 24,069 Payments on long-term debt (47,182 ) — (47,068 ) — (94,250 ) Borrowings from revolving credit facility 142,000 — — — 142,000 Payments on revolving credit facility (142,000 ) — (5,327 ) — (147,327 ) Net cash overdraft financing — — 2,590 — 2,590 Deferred loan costs (1,177 ) — — — (1,177 ) Issuances of common stock 22 — — — 22 Minimum withholding taxes paid on stock awards (2,126 ) — (14 ) — (2,140 ) Acquisition of noncontrolling interests — — (429 ) — (429 ) Distributions to noncontrolling interests — — (2,513 ) — (2,513 ) Net cash used in financing activities (50,463 ) — (28,692 ) — (79,155 ) Effect of exchange rate changes on cash — — 16,676 — 16,676 Net decrease in cash, cash equivalents and restricted cash (212 ) (3,060 ) (1,157 ) — (4,429 ) 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 $ 1,361 $ 2,694 $ 106,373 $ — $ 110,428 |