Guarantor Financial Information | Guarantor Financial Information The Company's 5.375% Notes and 3.625% Notes (see Note 10) 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 March 30, 2019 and December 29, 2018 , 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 months ended March 30, 2019 and March 31, 2018 . 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 March 30, 2019 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ 987 $ 33 $ 94,696 $ — $ 95,716 Restricted cash 103 — 4 — 107 Accounts receivable 43,885 640,838 468,164 (781,548 ) 371,339 Inventories 19,211 85,113 235,558 — 339,882 Income taxes refundable 1,426 — 2,676 — 4,102 Prepaid expenses 12,155 2,508 24,407 — 39,070 Other current assets 3,355 (1,980 ) 19,584 — 20,959 Total current assets 81,122 726,512 845,089 (781,548 ) 871,175 Investment in subsidiaries 4,934,820 1,366,126 844,044 (7,144,990 ) — Property, plant and equipment, net 392,718 503,739 795,101 — 1,691,558 Intangible assets, net 48,619 193,338 337,356 — 579,313 Goodwill 49,902 490,748 681,732 — 1,222,382 Investment in unconsolidated subsidiaries 13,078 — 420,303 — 433,381 Operating lease right-of-use asset 75,150 34,974 19,597 — 129,721 Other assets 38,490 140 14,857 — 53,487 Deferred taxes — — 14,037 — 14,037 $ 5,633,899 $ 3,315,577 $ 3,972,116 $ (7,926,538 ) $ 4,995,054 LIABILITIES AND STOCKHOLDERS’ EQUITY Current portion of long-term debt $ 11,908 $ 5 $ 11,780 $ — $ 23,693 Accounts payable 807,675 27,833 138,539 (781,536 ) 192,511 Income taxes payable 300 — 8,561 — 8,861 Current operating lease liability 21,546 10,673 7,557 — 39,776 Accrued expenses 85,734 27,109 168,500 (12 ) 281,331 Total current liabilities 927,163 65,620 334,937 (781,548 ) 546,172 Long-term debt, net of current portion 1,032,803 16 630,944 — 1,663,763 Long-term operating lease liability 53,587 23,701 11,812 — 89,100 Other noncurrent liabilities 78,220 — 35,764 — 113,984 Deferred income taxes 95,191 — 130,145 — 225,336 Total liabilities 2,186,964 89,337 1,143,602 (781,548 ) 2,638,355 Total stockholders’ equity 3,446,935 3,226,240 2,828,514 (7,144,990 ) 2,356,699 $ 5,633,899 $ 3,315,577 $ 3,972,116 $ (7,926,538 ) $ 4,995,054 Condensed Consolidated Balance Sheet As of December 29, 2018 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ 995 $ 32 $ 106,235 $ — $ 107,262 Restricted cash 103 — 4 — 107 Accounts receivable 56,113 619,628 461,005 (751,009 ) 385,737 Inventories 23,752 83,261 234,015 — 341,028 Income taxes refundable 2,851 — 3,611 — 6,462 Prepaid expenses 12,890 2,936 19,421 — 35,247 Other current assets 2,680 (1,418 ) 20,837 — 22,099 Total current assets 99,384 704,439 845,128 (751,009 ) 897,942 Investment in subsidiaries 4,880,193 1,366,126 844,044 (7,090,363 ) — Property, plant and equipment, net 375,824 503,130 808,904 — 1,687,858 Intangible assets, net 50,132 200,936 344,794 — 595,862 Goodwill 49,506 490,748 688,905 — 1,229,159 Investment in unconsolidated subsidiary 13,969 — 396,208 — 410,177 Other assets 39,395 138 13,842 — 53,375 Deferred income taxes — — 14,981 — 14,981 $ 5,508,403 $ 3,265,517 $ 3,956,806 $ (7,841,372 ) $ 4,889,354 LIABILITIES AND STOCKHOLDERS’ EQUITY Current portion of long-term debt $ 3,558 $ 5 $ 3,929 $ — $ 7,492 Accounts payable 783,406 24,388 162,678 (750,993 ) 219,479 Income taxes payable (10 ) — 4,053 — 4,043 Accrued expenses 107,572 33,387 168,541 (16 ) 309,484 Total current liabilities 894,526 57,780 339,201 (751,009 ) 540,498 Long-term debt, net of current portion 1,019,130 18 647,792 — 1,666,940 Other noncurrent liabilities 78,589 — 36,443 — 115,032 Deferred income taxes 95,710 — 135,353 — 231,063 Total liabilities 2,087,955 57,798 1,158,789 (751,009 ) 2,553,533 Total stockholders’ equity 3,420,448 3,207,719 2,798,017 (7,090,363 ) 2,335,821 $ 5,508,403 $ 3,265,517 $ 3,956,806 $ (7,841,372 ) $ 4,889,354 Condensed Consolidated Statements of Operations For the three months ended March 30, 2019 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net sales $ 160,230 $ 329,991 $ 403,911 $ (59,028 ) $ 835,104 Cost and expenses: Cost of sales and operating expenses 128,392 267,194 310,105 (59,028 ) 646,663 Selling, general and administrative expenses 47,423 11,947 25,633 — 85,003 Depreciation and amortization 14,373 26,112 38,679 — 79,164 Total costs and expenses 190,188 305,253 374,417 (59,028 ) 810,830 Operating income/(loss) (29,958 ) 24,738 29,494 — 24,274 Interest expense (14,027 ) (32 ) (5,817 ) — (19,876 ) Foreign currency losses (4 ) — (728 ) — (732 ) Gain on disposal of subsidiary — — — — — Other expense, net (1,567 ) (1,212 ) 254 — (2,525 ) Equity in net loss of unconsolidated subsidiaries (891 ) — 24,664 — 23,773 Earnings in investments in subsidiaries 54,627 — — (54,627 ) — Income/(loss) before taxes 8,180 23,494 47,867 (54,627 ) 24,914 Income tax expense/(benefit) (9,832 ) 4,973 10,133 — 5,274 Net income attributable to noncontrolling interests — — (1,628 ) — (1,628 ) Net income/(loss) attributable to Darling $ 18,012 $ 18,521 $ 36,106 $ (54,627 ) $ 18,012 Condensed Consolidated Statements of Operations For the three months ended March 31, 2018 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net sales $ 119,625 $ 344,603 $ 467,808 $ (56,662 ) $ 875,374 Cost and expenses: Cost of sales and operating expenses 95,868 271,237 367,656 (56,662 ) 678,099 Selling, general and administrative expenses 43,778 12,837 30,287 — 86,902 Depreciation and amortization 11,059 26,291 41,269 — 78,619 Total costs and expenses 150,705 310,365 439,212 (56,662 ) 843,620 Operating income/(loss) (31,080 ) 34,238 28,596 — 31,754 Interest expense (14,364 ) 3,763 (12,523 ) — (23,124 ) Foreign currency gains/(losses) (23 ) (63 ) (1,395 ) — (1,481 ) Other income/(expense), net (3,410 ) (1,326 ) 2,220 — (2,516 ) Equity in net income/(loss) of unconsolidated subsidiaries (498 ) — 97,652 — 97,154 Earnings in investments in subsidiaries 144,880 — — (144,880 ) — Income/(loss) before taxes 95,505 36,612 114,550 (144,880 ) 101,787 Income tax expense/(benefit) (1,800 ) 1,335 4,177 — 3,712 Net income attributable to noncontrolling interests — — (770 ) — (770 ) Net income/(loss) attributable to Darling $ 97,305 $ 35,277 $ 109,603 $ (144,880 ) $ 97,305 Condensed Consolidated Statements of Comprehensive Income/(Loss) For the three months ended March 30, 2019 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net income/(loss) $ 19,640 $ 18,521 $ 36,106 $ (54,627 ) $ 19,640 Other comprehensive income/(loss), net of tax: Foreign currency translation 507 — (5,393 ) — (4,886 ) Pension adjustments 767 — 91 — 858 Foreign exchange derivative adjustments — — (1,937 ) — (1,937 ) Total other comprehensive income/(loss), net of tax 1,274 — (7,239 ) — (5,965 ) Total comprehensive income/(loss) 20,914 18,521 28,867 (54,627 ) 13,675 Total comprehensive loss attributable to noncontrolling interest — — 3,387 — 3,387 Total comprehensive income/(loss) attributable to Darling $ 20,914 $ 18,521 $ 25,480 $ (54,627 ) $ 10,288 Condensed Consolidated Statements of Comprehensive Income/(Loss) For the three months ended March 31, 2018 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Net income/(loss) $ 98,075 $ 35,277 $ 109,603 $ (144,880 ) $ 98,075 Other comprehensive income/(loss), net of tax: Foreign currency translation — — 17,295 — 17,295 Pension adjustments 566 — 101 — 667 Natural gas swap derivative adjustments 22 — — — 22 Corn option derivative adjustments (1,605 ) — — — (1,605 ) Total other comprehensive income/(loss), net of tax (1,017 ) — 17,396 — 16,379 Total comprehensive income/(loss) 97,058 35,277 126,999 (144,880 ) 114,454 Total comprehensive income attributable to noncontrolling interest — — 1,287 — 1,287 Total comprehensive income/(loss) attributable to Darling $ 97,058 $ 35,277 $ 125,712 $ (144,880 ) $ 113,167 Condensed Consolidated Statements of Cash Flows For the three months ended March 30, 2019 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Cash flows from operating activities: Net income/(loss) $ 19,640 $ 18,521 $ 36,106 $ (54,627 ) $ 19,640 Earnings in investments in subsidiaries (54,627 ) — — 54,627 — Other operating cash flows 52,135 (2,881 ) (20,293 ) — 28,961 Net cash provided by operating activities 17,148 15,640 15,813 — 48,601 Cash flows from investing activities: Capital expenditures (34,303 ) (23,498 ) (26,468 ) — (84,269 ) Acquisitions (1,157 ) — (274 ) — (1,431 ) Gross proceeds from sale of property, plant and equipment and other assets 132 7,016 720 — 7,868 Proceeds from insurance settlements — 845 — — 845 Payments related to routes and other intangibles — — (2,778 ) — (2,778 ) Net cash used in investing activities (35,328 ) (15,637 ) (28,800 ) — (79,765 ) Cash flows from financing activities: Proceeds for long-term debt — — 2,138 — 2,138 Payments on long-term debt — (2 ) (10,972 ) — (10,974 ) Borrowings from revolving facilities 50,000 — 106,829 — 156,829 Payments on revolving facilities (37,000 ) — (101,147 ) — (138,147 ) Net cash overdraft financing 8,350 — 6,175 — 14,525 Issuances of common stock 12 — — — 12 Minimum withholding taxes paid on stock awards (3,190 ) — — — (3,190 ) Net cash provided/(used) in financing activities 18,172 (2 ) 3,023 — 21,193 Effect of exchange rate changes on cash — — (1,575 ) — (1,575 ) Net decrease in cash, cash equivalents and restricted cash (8 ) 1 (11,539 ) — (11,546 ) Cash, cash equivalents and restricted cash at beginning of period 1,098 32 106,239 — 107,369 Cash, cash equivalents and restricted cash at end of period $ 1,090 $ 33 $ 94,700 $ — $ 95,823 Condensed Consolidated Statements of Cash Flows For the three months ended March 31, 2018 (in thousands) Parent Guarantors Non-guarantors Eliminations Consolidated Cash flows from operating activities: Net income/(loss) $ 98,075 $ 35,277 $ 109,603 $ (144,880 ) $ 98,075 Earnings in investments in subsidiaries (144,880 ) — — 144,880 — Other operating cash flows 30,782 (24,262 ) (77,671 ) — (71,151 ) Net cash provided/(used) by operating activities (16,023 ) 11,015 31,932 — 26,924 Cash flows from investing activities: Capital expenditures (12,183 ) (13,396 ) (31,008 ) — (56,587 ) Investment in subsidiaries and affiliates (3,500 ) — — — (3,500 ) Proceeds from sale of investment in subsidiary — — 2,805 — 2,805 Gross proceeds from sale of property, plant and equipment and other assets 828 321 330 — 1,479 Proceeds from insurance settlements — 503 — — 503 Payments related to routes and other intangibles — — (15 ) — (15 ) Net cash used in investing activities (14,855 ) (12,572 ) (27,888 ) — (55,315 ) Cash flows from financing activities: Proceeds for long-term debt — — 3,876 — 3,876 Payments on long-term debt (22 ) — (9,600 ) — (9,622 ) Borrowings from revolving credit facility 62,000 — 73,184 — 135,184 Payments on revolving credit facility (29,000 ) — (51,019 ) — (80,019 ) Net cash overdraft financing — — (331 ) — (331 ) Deferred loan costs (1,094 ) — — — (1,094 ) Issuances of common stock 182 — — — 182 Minimum withholding taxes paid on stock awards (2,013 ) — (5 ) — (2,018 ) Net cash provided by financing activities 30,053 — 16,105 — 46,158 Effect of exchange rate changes on cash — — (1,672 ) — (1,672 ) Net decrease in cash, cash equivalents and restricted cash (825 ) (1,557 ) 18,477 — 16,095 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 $ 1,002 $ 1,436 $ 120,573 $ — $ 123,011 |