Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 23, 2023 | Jul. 02, 2022 | |
Document and Entity Information [Abstract] | |||
Title of 12(b) Security | Common Stock $0.01 par value per share | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Entity Registrant Name | DARLING INGREDIENTS INC. | ||
Entity Central Index Key | 0000916540 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 9,962,749,000 | ||
Entity Common Stock, Shares Outstanding | 159,945,392 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Document Transition Report | false | ||
Entity Tax Identification Number | 36-2495346 | ||
Entity Address, Address Line One | 5601 N MacArthur Blvd., | ||
Entity Address, City or Town | Irving, | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75038 | ||
Trading Symbol | DAR | ||
Security Exchange Name | NYSE | ||
Entity File Number | 001-13323 | ||
City Area Code | 972 | ||
Local Phone Number | 717-0300 | ||
Documents Incorporated by Reference [Text Block] | DOCUMENTS INCORPORATED BY REFERENCE Selected designated portions of the Registrant's definitive Proxy Statement in connection with the Registrant’s 2023 Annual Meeting of stockholders are incorporated by reference into Part III of this Annual Report. | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Dallas, Texas | ||
Auditor Firm ID | 185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 127,016 | $ 68,906 |
Restricted cash | 315 | 166 |
Accounts receivable, less allowance for bad debts of $11,889 at December 31, 2022 and $8,196 at January 1, 2022 | 676,573 | 469,092 |
Inventories | 673,621 | 457,465 |
Prepaid expenses | 85,665 | 53,711 |
Income taxes refundable | 18,583 | 1,075 |
Other current assets | 56,324 | 38,599 |
Total current assets | 1,638,097 | 1,089,014 |
Property, plant and equipment, net | 2,462,082 | 1,840,080 |
Intangible assets, net | 865,122 | 397,801 |
Goodwill | 1,970,377 | 1,219,116 |
Investment in unconsolidated subsidiaries | 1,926,395 | 1,349,247 |
Operating right-of-use assets, net | 186,141 | 155,464 |
Other assets | 136,268 | 66,795 |
Deferred income taxes | 17,888 | 16,211 |
Total assets | 9,202,370 | 6,133,728 |
Current liabilities: | ||
Current portion of long-term debt | 69,846 | 24,407 |
Accounts payable, principally trade | 472,491 | 307,118 |
Income taxes payable | 44,851 | 32,310 |
Operating lease liability, current | 49,232 | 38,168 |
Accrued expenses | 432,023 | 350,681 |
Total current liabilities | 1,068,443 | 752,684 |
Long-term debt, net of current portion | 3,314,969 | 1,438,974 |
Operating lease liability, non-current | 141,703 | 120,314 |
Other noncurrent liabilities | 298,933 | 111,029 |
Deferred income taxes | 481,832 | 362,942 |
Total liabilities | 5,305,880 | 2,785,943 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.01 par value; 250,000,000 shares authorized, 173,593,099 and 171,734,603 shares issued at December 31, 2022 and January 1, 2022, respectively | 1,736 | 1,717 |
Additional paid-in capital | 1,660,084 | 1,627,816 |
Treasury stock, at cost; 13,623,503 and 10,942,599 shares at December 31, 2022 and January 1, 2022, respectively | (554,451) | (374,721) |
Accumulated other comprehensive loss | (383,874) | (321,690) |
Retained earnings | 3,085,528 | 2,347,838 |
Total Darling's stockholders’ equity | 3,809,023 | 3,280,960 |
Noncontrolling interests | 87,467 | 66,825 |
Total stockholders’ equity | 3,896,490 | 3,347,785 |
Total liabilities and stockholders' equity | $ 9,202,370 | $ 6,133,728 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Assets [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 11,889 | $ 8,196 |
Stockholders’ equity: | ||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares, issued (in shares) | 173,593,099 | 171,734,603 |
Treasury stock (in shares) | 13,623,503 | 10,942,599 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Net sales | $ 6,532,204 | $ 4,741,369 | $ 3,571,923 |
Costs and expenses: | |||
Cost of sales and operating expenses | 5,002,609 | 3,499,385 | 2,688,815 |
Loss/(gain) on sale of assets | (4,494) | (958) | 426 |
Selling, general and administrative expenses | 436,608 | 391,538 | 378,496 |
Restructuring Costs and Asset Impairment Charges | 29,666 | 778 | 38,167 |
Depreciation and amortization | 394,721 | 316,387 | 350,178 |
Acquisition and integration costs | 16,372 | 1,396 | 0 |
Total costs and expenses | 5,875,482 | 4,208,526 | 3,456,082 |
Equity In net income of Diamond Green Diesel | 372,346 | 351,627 | 315,095 |
Operating income | 1,029,068 | 884,470 | 430,936 |
Other expense: | |||
Interest expense | (125,566) | (62,077) | (72,686) |
Foreign currency losses | (11,277) | (2,199) | (2,290) |
Other expense, net | (3,609) | (4,551) | (5,534) |
Total other expense | (140,452) | (68,827) | (80,510) |
Equity in net income of other unconsolidated subsidiaries | 5,102 | 5,753 | 3,193 |
Income before income taxes | 893,718 | 821,396 | 353,619 |
Income tax expense | 146,626 | 164,106 | 53,289 |
Net income | 747,092 | 657,290 | 300,330 |
Net income attributable to noncontrolling interests | (9,402) | (6,376) | (3,511) |
Net income attributable to Darling | $ 737,690 | $ 650,914 | $ 296,819 |
Net income per share: | |||
Basic (in dollars per share) | $ 4.58 | $ 4.01 | $ 1.83 |
Diluted (in dollars per share) | $ 4.49 | $ 3.90 | $ 1.78 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Net income | $ 747,092 | $ 657,290 | $ 300,330 |
Other comprehensive income (Loss), net of tax: | |||
Foreign currency translation adjustments | (87,856) | (74,219) | 70,320 |
Pension adjustments | 8,966 | 12,669 | (4,313) |
Total other comprehensive income/(loss), net of tax | (65,258) | (64,792) | 68,298 |
Total comprehensive income | 681,834 | 592,498 | 368,628 |
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 6,328 | 10,841 | 2,395 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent, Total | 675,506 | 581,657 | 366,233 |
Corn Option [Member] | |||
Other comprehensive income (Loss), net of tax: | |||
Derivative adjustment | 3,547 | 1,838 | (5,731) |
Heating Oil Swaps And Options [Member] | |||
Other comprehensive income (Loss), net of tax: | |||
Derivative adjustment | (2,458) | 894 | 1,104 |
Foreign Exchange Contract [Member] | |||
Other comprehensive income (Loss), net of tax: | |||
Derivative adjustment | 12,204 | (5,833) | 6,621 |
Soybean Meal [Member] | |||
Other comprehensive income (Loss), net of tax: | |||
Derivative adjustment | $ 339 | $ (141) | $ 297 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Parent [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Heating Oil [Member] | Heating Oil [Member] Parent [Member] | Heating Oil [Member] AOCI Attributable to Parent [Member] | Corn Option [Member] | Corn Option [Member] Parent [Member] | Corn Option [Member] AOCI Attributable to Parent [Member] | Foreign Exchange Contract [Member] | Foreign Exchange Contract [Member] Parent [Member] | Foreign Exchange Contract [Member] AOCI Attributable to Parent [Member] | Soybean Meal [Member] | Soybean Meal [Member] Parent [Member] | Soybean Meal [Member] AOCI Attributable to Parent [Member] |
Balance (in shares) at Dec. 28, 2019 | 163,775,111 | |||||||||||||||||||
Stockholders' Equity, Beginning Balance at Dec. 28, 2019 | $ 2,643,350 | $ 2,565,819 | $ 1,686 | $ 1,560,897 | $ (75,022) | $ (321,847) | $ 1,400,105 | $ 77,531 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Net income | 300,330 | 296,819 | 296,819 | 3,511 | ||||||||||||||||
Distribution of noncontrolling interest earnings | (4,480) | (4,480) | ||||||||||||||||||
Additions to noncontrolling interests | (9,888) | 3,258 | 3,258 | (13,146) | ||||||||||||||||
Pension liability adjustments, net of tax | (4,313) | (4,313) | (4,313) | |||||||||||||||||
Derivative adjustment | $ 1,104 | $ 1,104 | $ 1,104 | $ (5,731) | $ (5,731) | $ (5,731) | $ 6,621 | $ 6,621 | $ 6,621 | $ 297 | $ 297 | $ 297 | ||||||||
Foreign currency translation adjustments | 70,320 | 71,436 | 71,436 | (1,116) | ||||||||||||||||
Stock-based compensation | 23,001 | 23,001 | 23,001 | |||||||||||||||||
Treasury stock (in shares) | (2,834,646) | |||||||||||||||||||
Treasury stock | (76,688) | (76,688) | (76,688) | |||||||||||||||||
Issuance of common stock (in shares) | 1,248,924 | |||||||||||||||||||
Issuance of common stock | 10,065 | 10,065 | $ 13 | 10,052 | ||||||||||||||||
Balance (in shares) at Jan. 02, 2021 | 162,200,389 | |||||||||||||||||||
Stockholders' Equity, Ending Balance at Jan. 02, 2021 | 2,954,209 | 2,891,909 | $ 1,699 | 1,597,429 | (151,710) | (252,433) | 1,696,924 | 62,300 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 11,000 | |||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | 221 | 221 | 221 | |||||||||||||||||
Net income | 657,290 | 650,914 | 650,914 | 6,376 | ||||||||||||||||
Distribution of noncontrolling interest earnings | (6,316) | (6,316) | ||||||||||||||||||
Pension liability adjustments, net of tax | 12,669 | 12,669 | 12,669 | |||||||||||||||||
Derivative adjustment | 894 | 894 | 894 | 1,838 | 1,838 | 1,838 | (5,833) | (5,833) | (5,833) | (141) | (141) | (141) | ||||||||
Foreign currency translation adjustments | (74,219) | (78,684) | (78,684) | 4,465 | ||||||||||||||||
Stock-based compensation | 21,666 | 21,666 | 21,666 | |||||||||||||||||
Treasury stock (in shares) | (3,262,750) | |||||||||||||||||||
Treasury stock | (223,011) | (223,011) | (223,011) | |||||||||||||||||
Issuance of common stock (in shares) | 1,854,365 | |||||||||||||||||||
Issuance of common stock | 8,568 | 8,568 | $ 18 | 8,550 | ||||||||||||||||
Balance (in shares) at Jan. 01, 2022 | 160,792,004 | |||||||||||||||||||
Stockholders' Equity, Ending Balance at Jan. 01, 2022 | 3,347,785 | 3,280,960 | $ 1,717 | 1,627,816 | (374,721) | (321,690) | 2,347,838 | 66,825 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 0 | |||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | 171 | 171 | 171 | |||||||||||||||||
Net income | 747,092 | 737,690 | 737,690 | 9,402 | ||||||||||||||||
Distribution of noncontrolling interest earnings | (3,744) | (3,744) | ||||||||||||||||||
Pension liability adjustments, net of tax | 8,966 | 8,966 | 8,966 | |||||||||||||||||
Derivative adjustment | $ (2,458) | $ (2,458) | $ (2,458) | $ 3,547 | $ 3,547 | $ 3,547 | $ 12,204 | $ 12,204 | $ 12,204 | $ 339 | $ 339 | $ 339 | ||||||||
Foreign currency translation adjustments | (87,856) | (84,782) | (84,782) | (3,074) | ||||||||||||||||
Stock-based compensation | 24,850 | 24,850 | 24,850 | |||||||||||||||||
Treasury stock (in shares) | (2,680,904) | |||||||||||||||||||
Treasury stock | (179,730) | (179,730) | (179,730) | |||||||||||||||||
Issuance of common stock (in shares) | 1,850,496 | |||||||||||||||||||
Issuance of common stock | 7,282 | 7,282 | $ 19 | 7,263 | ||||||||||||||||
Balance (in shares) at Dec. 31, 2022 | 159,969,596 | |||||||||||||||||||
Stockholders' Equity, Ending Balance at Dec. 31, 2022 | 3,896,490 | 3,809,023 | $ 1,736 | 1,660,084 | $ (554,451) | $ (383,874) | $ 3,085,528 | 87,467 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Noncontrolling Interest, Increase from Business Combination | 18,058 | $ 18,058 | ||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 8,000 | |||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 155 | $ 155 | $ 155 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders’ Equity (Parenthetical) - $ / shares | Dec. 31, 2022 | Jan. 01, 2022 |
Statement of Stockholders' Equity [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Cash flows from operating activities: | |||
Net income | $ 747,092 | $ 657,290 | $ 300,330 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 394,721 | 316,387 | 350,178 |
Deferred income taxes | 46,734 | 96,812 | 15,814 |
Loss/(gain) on sale of assets | (4,494) | (958) | 426 |
Restructuring and asset impairment | 29,666 | 138 | 37,802 |
Decrease in long-term pension liability | (7,037) | (4,742) | (6,555) |
Stock-based compensation expense | 25,005 | 21,837 | 23,222 |
Write-off deferred loan costs | 0 | 1,130 | 3,052 |
Deferred loan cost amortization | 4,984 | 4,038 | 5,357 |
Equity in net income of Diamond Green Diesel and other unconsolidated subsidiaries | (377,448) | (357,380) | (318,288) |
Distributions of earnings from Diamond Green Diesel and other unconsolidated subsidiaries | 95,546 | 4,611 | 207,328 |
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
Accounts receivable | (56,543) | (79,954) | 22,362 |
Income taxes refundable/payable | (3,495) | 18,826 | 4,200 |
Inventories and prepaid expenses | (130,170) | (72,919) | (18,666) |
Accounts payable and accrued expenses | 65,936 | 84,580 | 11,200 |
Other | (16,758) | 14,724 | (13,111) |
Net cash provided by operating activities | 813,739 | 704,420 | 624,651 |
Cash flows from investing activities: | |||
Capital expenditures | (391,309) | (274,126) | (280,115) |
Acquisitions, net of cash acquired | (1,772,437) | (2,059) | (29,793) |
Investment in Diamond Green Diesel | (264,750) | (189,000) | 0 |
Investment in other unconsolidated subsidiaries | 0 | (4,449) | 0 |
Loan to Diamond Green Diesel | (50,000) | (25,000) | 0 |
Loan repayment from Diamond Green Diesel | 50,000 | 0 | 0 |
Gross proceeds from sale of property, plant and equipment and other assets | 13,442 | 4,645 | 2,797 |
Proceeds from insurance settlement | 0 | 0 | 293 |
Payments related to routes and other intangibles | (1,492) | (274) | (3,810) |
Net cash used in investing activities | (2,416,546) | (490,263) | (310,628) |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 1,934,885 | 43,824 | 34,569 |
Payments on long-term debt | (63,078) | (142,133) | (232,726) |
Borrowings from revolving credit facility | 1,873,795 | 620,601 | 495,691 |
Payments on revolving credit facility | (1,897,280) | (515,424) | (480,604) |
Net cash overdraft financing | 24,069 | (3,845) | (37,692) |
Deferred loan costs | (16,780) | (3,809) | (4,292) |
Issuance of common stock | 0 | 50 | 67 |
Repurchase of common stock | (125,531) | (167,708) | (55,044) |
Minimum withholding taxes paid on stock awards | (46,944) | (46,894) | (11,918) |
Acquisition of noncontrolling interest | 0 | 0 | (8,784) |
Distributions to noncontrolling interests | (4,532) | (6,022) | (6,253) |
Net cash provided/(used) in financing activities | 1,678,604 | (221,360) | (306,986) |
Effect of exchange rate changes on cash flows | 5,299 | (5,445) | 1,638 |
Net increase/(decrease) in cash, cash equivalents and restricted cash | 81,096 | (12,648) | 8,675 |
Cash, cash equivalents and restricted cash at beginning of year | 69,072 | 81,720 | 73,045 |
Cash, cash equivalents and restricted cash at end of year | $ 150,168 | $ 69,072 | $ 81,720 |
General
General | 12 Months Ended |
Dec. 31, 2022 | |
General [Abstract] | |
GENERAL | GENERAL (a) NATURE OF OPERATIONS Darling Ingredients Inc., a Delaware corporation (“Darling”, and together with its subsidiaries, the “Company” or “we”, “us” or “our”), is a global developer and producer of sustainable natural ingredients from edible and inedible bio-nutrients, creating a wide range of ingredients and customized specialty solutions for customers in the pharmaceutical, food, pet food, feed, industrial, fuel, bioenergy and fertilizer industries. The Company’s business operations are conducted through a global network of over 260 locations across five continents within three business segments, Feed Ingredients, Food Ingredients and Fuel Ingredients. Comparative segment revenues and related financial information are presented in Note 21 to the consolidated financial statements. (b) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (1) Basis of Presentation The consolidated financial statements include the accounts of Darling and its consolidated subsidiaries. Noncontrolling interests represents the outstanding ownership interest in the Company's consolidated subsidiaries that are not owned by the Company. In the accompanying Consolidated Statements of Operations, the noncontrolling interest in net income of the consolidated subsidiaries is shown as an allocation of the Company's net income and is presented separately as “Net income attributable to noncontrolling interests”. In the Company's Consolidated Balance Sheets, noncontrolling interests represents the ownership interests in the Company consolidated subsidiaries' net assets held by parties other than the Company. These ownership interests are presented separately as “Noncontrolling interests” within “Stockholders' Equity.” All intercompany balances and transactions have been eliminated in consolidation. (2) Business Combinations The Company accounts for its business combinations using the acquisition method of accounting when the activities acquired have been determined to be a business. The consideration transferred in a business combination is measured at fair value, which is determined as the sum of the acquisition-date fair values of the assets transferred, liabilities incurred by the Company and any equity interests issued by the Company. The consideration transferred is allocated to the tangible and intangible assets acquired and liabilities assumed at their estimated fair value on the acquisition date. The excess of fair value is recorded as goodwill. The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of acquisition. Acquisition costs are expensed as incurred. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates. Depending on the acquisition size, the Company determines the fair values using the assistance of a valuation expert who assists the Company primarily using the cost, market and income approaches and using estimates of future revenue and cash flows, discount rates and the selection of comparable companies. The Company's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of the acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the consolidated statement of operations. (3) Fiscal Year The Company has a 52/53 week fiscal year ending on the Saturday nearest December 31. Fiscal years for the consolidated financial statements included herein are for the 52 weeks ended December 31, 2022, the 52 weeks ended January 1, 2022, and the 53 weeks ended January 2, 2021. (4) Cash and Cash Equivalents The Company considers all short-term highly liquid instruments, with an original maturity of three months or less, to be cash equivalents. Cash balances are recorded net of book overdrafts when a bank right-of-offset exists. All other book overdrafts are recorded in accounts payable and the change in the related balance is reflected in operating activities on the Consolidated Statement of Cash Flows. In addition, the Company has bank overdrafts, which are considered a form of short-term financing with changes in the related balance reflected in financing activities in the Consolidated Statement of Cash Flows. Restricted cash shown on the Consolidated Balance Sheet as of December 31, 2022 and January 1, 2022, primarily represented amounts set aside as collateral for foreign construction projects and U. S. environmental claims and were insignificant to the Company. Restricted cash included in other assets as of December 31, 2022, primarily represented amounts set aside in the Company's name in escrow for a portion of acquisition consideration that is expected to be paid in the future. A reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of same such amounts shown in the Consolidated Statement of Cash flows is as follows (in thousands): December 31, 2022 January 1, 2022 Cash and cash equivalents $ 127,016 $ 68,906 Restricted cash 315 166 Restricted cash included in other long-term assets 22,837 — Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 150,168 $ 69,072 (5) Accounts Receivable and Allowance for Doubtful Accounts The Company maintains allowances for doubtful accounts for estimated losses resulting from customers’ non-payment of trade accounts receivable owed to the Company. These trade receivables arise in the ordinary course of business from sales of raw material, finished product or services to the Company’s customers. The estimate of allowance for doubtful accounts is based upon the Company’s bad debt experience adjusted for differences in asset-specific risk characteristic, current economic conditions and forecast of future economic conditions. If the financial condition of the Company’s customers deteriorates, resulting in the customers’ inability to pay the Company’s receivables as they come due, additional allowances for doubtful accounts may be required. The Company has entered into agreements with third party banks to factor certain of the Company's trade receivables in order to enhance working capital by turning trade receivables into cash faster. Under these agreements, the Company will sell certain selected customers trade receivables to the third party banks without recourse for cash less a nominal fee. For the years ended December 31, 2022, January 1, 2022 and January 2, 2021, the Company sold approximately $582.0 million, $443.6 million and $345.6 million, respectively of its trade receivables and incurred approximately $4.0 million, $1.1 million and $1.1 million in fees, which are recorded as interest expense, respectively. (6) Inventories Inventories are stated at the lower of cost or net realizable value. Cost is primarily determined using the first-in, first-out (FIFO) method for the Feed Ingredients and Fuel Ingredients segments. In the Food Ingredients segment cost is primarily determined based on the weighted average cost. (7) Long Lived Assets Property, Plant and Equipment Property, plant and equipment are recorded at cost. Depreciation is computed by the straight-line method over the estimated useful lives of assets: 1) Buildings and improvements, 15 to 30 years; 2) Machinery and equipment, 3 to 10 years; 3) Vehicles, 3 to 8 years; and 4) Aircraft, 7 to 10 years. Maintenance and repairs are charged to expense as incurred, and expenditures for major renewals and improvements are capitalized. Intangible Assets Intangible assets with indefinite lives, and therefore, not subject to amortization, consist of trade names acquired in the acquisition of Griffin Industries Inc. on December 17, 2010 (which was subsequently converted to a limited liability company) and its subsidiaries (“Griffin”) and trade names acquired in the acquisition of its Darling Ingredients International business. Intangible assets subject to amortization consist of: 1) collection routes which are made up of groups of suppliers of raw materials in similar geographic areas from which the Company derives collection fees and a dependable source of raw materials for processing into finished products; 2) permits that represent licensing of operating plants that have been acquired, giving those plants the ability to operate; 3) non-compete agreements that represent contractual arrangements with former competitors whose businesses were acquired; 4) trade names; and 5) royalty, product development, consulting, land use rights and leasehold agreements. Amortization expense is calculated using the straight-line method over the estimated useful lives of the assets ranging from: 5 to 21 years for collection routes; 10 to 20 years for permits; 3 to 7 years for non-compete agreements; and 4 to 15 years for trade names. Royalty, product development, patents, consulting, land use rights and leasehold agreements are generally amortized over the term of the agreement. (8) Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of The Company reviews the carrying value of long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset, or related asset group, may not be recoverable from estimated future undiscounted cash flows. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount for which the carrying amount of the asset exceeds the fair value of the asset. In fiscal 2022, the Company recorded asset impairment charges related to its food segment long-lived assets of approximately $18.4 million and feed segment long-lived assets of approximately $8.6 million and in fiscal 2021 and 2020, the company recorded asset impairment charges related to its fuel segment biodiesel long-lived assets of approximately $0.1 million and $6.2 million, respectively. See Note 18 to the consolidated financial statements. (9) Goodwill and Indefinite Lived Intangible Assets Goodwill and indefinite lived intangible assets are tested annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. When assessing the recoverability of goodwill and other indefinite lived intangible assets, the Company may first assess qualitative factors in determining whether it is more likely than not that the fair value of a reporting unit, including goodwill, or an other indefinite lived intangible asset is less than its carrying amount. The qualitative evaluation is an assessment of multiple factors, including the current operating environment, financial performance and market considerations. The Company may elect to bypass this qualitative assessment for some or all of its reporting units or other indefinite lived intangible assets and perform a quantitative test, based on management's judgment. If the Company chooses to bypass the qualitative assessment, it performs the quantitative approach to impairment testing by comparing the fair value of the Company's reporting units to their respective carrying amounts and records an impairment charge for the amount by which the carrying amounts exceeds the fair value; however, the loss recognized, if any, will not exceed the total amount of goodwill allocated to that reporting unit. In fiscal 2022 and 2021, the Company performed a qualitative impairment analysis for its annual goodwill and indefinite-lived intangible assets at October 29, 2022 and October 30, 2021, respectively. Based on the Company's annual impairment testing at October 29, 2022 and October 30, 2021, respectively, we concluded it is more likely than not that the fair values of the Company’s reporting units containing goodwill and indefinite lived intangible assets exceeded the related carrying value. However, in December 2022, the Company's management reviewed our global network of collagen plants for optimization opportunities and decided to close our Peabody, Massachusetts, plant in 2023. As a result of the restructuring, the Company incurred goodwill impairment charges in fiscal 2022. In fiscal 2020, the Company performed its annual goodwill and indefinite-lived intangible assets impairment assessments at October 24, 2020 using a quantitative approach and prior to finalizing the impairment testing a triggering event occurred, which due to unfavorable economics in the biodiesel industry, the Company made the decision to shut down processing operations at its biodiesel facilities located in the United States and Canada, and there are no current plans to resume biodiesel production at these facilities in the future. As a result, the Company recorded goodwill impairment charges in fiscal 2020. In fiscal 2020, the fair values of the Company’s reporting units containing goodwill exceeded the related carrying values. Goodwill was approximately $2.0 billion and $1.2 billion at December 31, 2022 and January 1, 2022, respectively. See Note 7 for further information on the Company’s goodwill. (10) Leases The Company accounts for leases in accordance with Accounting Standard Codification (“ASC”) Topic 842, Leases. The Company determines if an arrangement is a lease at inception for which the Company recognizes the right-of-use (“ROU”) asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. In determining the lease liability, the Company applies a discount rate to the minimum lease payments within each lease. ASC 842 requires the Company to use the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. To estimate the Company's incremental borrowing rate over various terms, a comparable market yield curve consistent with the Company's credit quality is determined. The lease term for all of the Company's leases include the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise or when a triggering event occurs. The Company has elected to not recognize a ROU asset and lease liability with an initial term of 12 months or less at lease commencement. Operating leases are included on the Company's balance sheet as a ROU asset, current operating lease liabilities and long-term operating lease liabilities. For finance leases, the lease liability is initially measured in the same manner and date as for the operating leases, and is subsequently measured at amortized cost using the effective interest method. Finance leases are included in property, plant and equipment, current portion of long-term debt and long-term debt, net of current portion, but are not significant to the Company. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of the lease incentives received. Some leases payments contain rent escalation clauses (including index-based escalations), initially measured using the index at the lease commencement date. The Company recognizes minimum rental expense on a straight-line basis based on the fixed components of the lease arrangement. The Company uses the long-lived assets impairment guidance in ASC subtopic 360-10, Property, Plant and Equipment - Overall, to determine whether the ROU asset is impaired, and if so, the amount of the impairment loss to recognize. The Company monitors for events or changes in circumstances that require a reassessment of one of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in the Consolidated Statement of Operations. (11) Environmental Expenditures Environmental expenditures incurred to mitigate or prevent environmental impacts that have yet to occur and that otherwise may result from future operations are capitalized. Expenditures that relate to an existing condition caused by past operations and that do not contribute to current or future revenues are expensed or charged against established environmental reserves. Reserves are established when environmental impacts have been identified which are probable to require mitigation and/or remediation and the costs are reasonably estimable. (12) Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company periodically assesses whether it is more likely than not that it will generate sufficient taxable income to realize its deferred income tax assets. In making this determination, the Company considers all available positive and negative evidence and makes certain assumptions. The Company considers, among other things, its deferred tax liabilities, the overall business environment, its historical earnings and losses, current industry trends and its outlook for taxable income in future years. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained upon examination by the relevant taxing authority. Adjustments are made to the reserves for uncertain tax positions when facts and circumstances change or additional information is available. Judgment is required to assess the impact of ongoing audits conducted by tax authorities in determining the Company’s consolidated income tax provision. The Company recognizes accrued interest and penalties on tax related matters as a component of income tax expense. (13) Earnings per Share Basic income per common share is computed by dividing net income attributable to Darling by the weighted average number of common shares including non-vested and restricted shares with participation rights outstanding during the period. Diluted income per common share is computed by dividing net income attributable to Darling by the weighted average number of common shares outstanding during the period increased by dilutive common equivalent shares determined using the treasury stock method. Net Income per Common Share (in thousands, except per share data) December 31, January 1, January 2, 2022 2022 2021 Income Shares Per-Share Income Shares Per-Share Income Shares Per-Share Basic: Net income attributable to Darling $ 737,690 161,000 $ 4.58 $ 650,914 162,454 $ 4.01 $ 296,819 162,572 $ 1.83 Diluted: Effect of dilutive securities Add: Option shares in the money and dilutive effect of nonvested stock — 3,831 — — 5,468 — — 6,526 — Less: Pro-forma treasury shares — (710) — — (826) — — (1,890) — Diluted: Net income attributable to Darling $ 737,690 164,121 $ 4.49 $ 650,914 167,096 $ 3.90 $ 296,819 167,208 $ 1.78 There were no outstanding stock options excluded in fiscal 2022 and 2021 and in fiscal 2020 there were 24,356 outstanding stock options that were excluded from diluted income per common share as the effect was antidilutive. For fiscal 2022, 2021 and 2020, respectively, 266,246, 195,542 and 392,909 shares of non-vested stock were excluded from diluted income per common share as the effect was antidilutive. (14) Stock Based Compensation The Company recognizes compensation expense ratably over the vesting period in an amount equal to the fair value of the share-based payments (e.g., stock options and non-vested and restricted stock) granted to employees and non-employee directors or by incurring liabilities to an employee or other supplier (a) in amounts based, at least in part, on the price of the entity’s shares or other equity instruments, or (b) that require or may require settlement by issuing the entity’s equity shares or other equity instruments. The Company's policy is to account for forfeitures in the period they occur, rather than estimating a forfeiture rate. The Company does not reclassify excess tax benefits from operating activities to financing activities in the Consolidated Statements of Cash Flows. Additionally, the Company excludes the excess tax benefits from the assumed proceeds available to repurchase shares of common stock in the computation of the Company's diluted earnings per share. The Company records tax benefit or expense within income tax expense for the year ended December 31, 2022, January 1, 2022 and January 2, 2021 related to the excess tax expense on stock options, nonvested stock, director restricted stock units, restricted stock units and performance units. Total stock-based compensation recognized in the Consolidated Statements of Operations for the years ended December 31, 2022, January 1, 2022 and January 2, 2021 was approximately $25.0 million, $21.8 million and $23.2 million, respectively, which is included in selling, general and administrative expenses, and the related income tax benefit recognized was approximately $1.7 million, $1.8 million and $1.9 million, respectively. See Note 13 for further information on the Company’s stock-based compensation plans. (15) Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. If it is at least reasonably possible that the estimate of the effect on the financial statements of a condition, situation, or set of circumstances that exist at the date of the financial statements will change in the near term due to one or more future confirming events, and the effect of the change would be material to the financial statements, the Company will disclose the nature of the uncertainty and include an indication that it is at least reasonably possible that a change in the estimate will occur in the near term. If the estimate involves certain loss contingencies, the disclosure will also include an estimate of the probable loss or range of loss or state that an estimate cannot be made. As a result of the global coronavirus disease (“COVID-19”) pandemic, and related government imposed movement restrictions and initiatives implemented to reduce the global transmission of COVID-19, as well as the Russia-Ukraine war and the current inflationary environment, we have evaluated the potential impact to the Company's operations and for any indicators of potential triggering events that could indicate certain of the Company's assets may be impaired. As of December 31, 2022, the Company has not observed any impairments of the Company's assets or a significant change in their fair value due to the COVID-19 pandemic, the Russia-Ukraine war or inflation. (16) Financial Instruments The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximates fair value due to the short maturity of these instruments. The Company's 6% Senior Notes due 2030, 5.25% Senior Notes due 2027, 3.625% Senior Notes due 2026, term loans and revolver borrowings outstanding at December 31, 2022, as described in Note 10 have a fair value based on market valuation from third-party banks. The carrying amount for the Company’s other debt is not deemed to be significantly different than the fair value. See Note 17 for financial instruments' fair values. (17) Derivative Instruments The Company makes limited use of derivative instruments to manage cash flow risks related to natural gas usage, inventory, forecasted sales and foreign currency exchange rates. The Company does not use derivative instruments for trading purposes. Natural gas swaps and options are entered into with the intent of managing the overall cost of natural gas usage by reducing the potential impact of seasonal weather demands on natural gas that increases natural gas prices. Heating oil swaps and options are entered into with the intent of managing the overall cost of diesel fuel usage by reducing the potential impact of seasonal weather demands on diesel fuel that increases diesel fuel prices. Soybean meal options are entered into with the intent of managing the impact of changing prices for poultry meal sales. Corn options and future contracts are entered into with the intent of managing U.S. forecasted sales of BBP by reducing the impact of changing prices. Foreign currency forward and option contracts are entered into to mitigate the foreign exchange rate risk for transactions designated in a currency other than the local functional currency. Entities are required to report all derivative instruments in the statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, on the reason for holding the instrument. If certain conditions are met, entities may elect to designate a derivative instrument as a hedge of exposures to changes in fair value, cash flows or foreign currencies. If the hedged exposure is a cash flow exposure, the gain or loss on the derivative instrument is reported initially as a component of other comprehensive income (outside of earnings) and is subsequently reclassified into earnings when the forecasted transaction affects earnings. Any amounts excluded from the assessment of hedge effectiveness is reported in earnings immediately. If the derivative instrument is not designated as a hedge, the gain or loss is recognized in earnings in the period of change. Hedge accounting treatment ceases if or when the hedge transaction is no longer probable of occurring or the hedge relationship correlation no longer qualifies for hedge accounting. (18) Revenue Recognition The Company recognizes revenue on sales when control of the promised finished product is transferred to the Company's customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for the finished product. Service revenues are recognized when the service occurs. Certain customers may be required to prepay prior to shipment in order to maintain payment protection against certain foreign and domestic sales. These amounts are recorded as unearned revenue and recognized when control of the promised finished product is transferred to the Company's customer. See Note 22 to the consolidated financial statements. (19) Related Party Transactions The Company announced in January 2011 that a wholly-owned subsidiary of Darling entered into a limited liability company agreement with a wholly-owned subsidiary of Valero Energy Corporation (“Valero”) to form Diamond Green Diesel Holdings LLC (the “DGD Joint Venture”). The Company has related party sale transactions and loan transactions with the DGD Joint Venture. See Note 23 for further information on the Company's related party transactions. (20) Foreign Currency Translation and Remeasurement Foreign currency translation is included as a component of accumulated other comprehensive loss and reflects the adjustments resulting from translating the foreign currency denominated financial statements of foreign subsidiaries into U.S. dollars. The functional currency of the Company's foreign subsidiaries is the currency of the primary economic environment in which the entity operates, which is generally the local currency of the country. Accordingly, assets and liabilities of the foreign subsidiaries are translated into U.S. dollars at fiscal year end exchange rates, including intercompany foreign currency transactions that are of long-term investment nature. Income and expense items are translated at average exchange rates occurring during the period. Changes in exchange rates that affect cash flows and the related receivables or payables are recognized as transaction gains/(losses) in determining net income. The Company incurred net foreign currency translation gains/(losses) of approximately $(84.8) million, $(78.7) million and $71.4 million in fiscal 2022, 2021 and 2020, respectively. (21) Reclassification Certain immaterial prior year amounts have been reclassified to conform to current year presentation. (22) Subsequent Events |
Investment in Unconsolidated Su
Investment in Unconsolidated Subsidiary | 12 Months Ended |
Dec. 31, 2022 | |
Investment in Affiliate [Abstract] | |
INVESTMENT IN UNCONSOLIDATED SUBSIDIARY | INVESTMENT IN UNCONSOLIDATED SUBSIDIARIES The DGD Joint Venture is owned 50% / 50% with Valero. Selected financial information for the Company's DGD Joint Venture is as follows: (in thousands) December 31, 2022 December 31, 2021 Assets: Total current assets $ 1,304,805 $ 686,294 Property, plant and equipment, net 3,866,854 2,710,747 Other assets 61,665 51,514 Total assets $ 5,233,324 $ 3,448,555 Liabilities and members' equity: Total current portion of long term debt $ 217,066 $ 165,092 Total other current liabilities 515,023 295,860 Total long term debt 774,783 344,309 Total other long term liabilities 17,249 17,531 Total members' equity 3,709,203 2,625,763 Total liabilities and member's equity $ 5,233,324 $ 3,448,555 Year Ended December 31, (in thousands) 2022 2021 2020 Revenues: Operating revenues $ 5,501,166 $ 2,342,332 $ 1,267,477 Expenses: Total costs and expenses less depreciation, amortization and accretion expense 4,614,192 1,575,494 592,781 Depreciation, amortization and accretion expense 125,656 58,326 44,882 Operating income 761,318 708,512 629,814 Other income 3,170 678 1,636 Interest and debt expense, net (19,796) (5,936) (1,260) Net income $ 744,692 $ 703,254 $ 630,190 As of December 31, 2022, under the equity method of accounting, the Company has an investment in the DGD Joint Venture of approximately $1.9 billion on the consolidated balance sheet. The Company has recorded approximately $372.3 million, $351.6 million and $315.1 million in equity in net income of Diamond Green Diesel for the years ended December 31, 2022, January 1, 2022 and January 2, 2021, respectively. In December 2019, the blender tax credits were extended for calendar years 2020, 2021 and 2022. Biodiesel blenders registered with the Internal Revenue Service are currently eligible for a tax incentive in the amount of $1.00 per gallon of renewable diesel blended with petroleum diesel to produce a mixture containing at least 0.1% diesel fuel. In fiscal 2022, fiscal 2021 and fiscal 2020, the DGD Joint Venture recorded approximately $761.1 million, $371.2 million and $287.9 million, respectively in blenders tax credits. On August 16, 2022, the U.S. government enacted the Inflation Reduction Act ( the “IR Act”). As part of the IR Act, the blender tax credits were extended as is until December 31, 2024. After 2024, the Clean Fuels Production Credit (the “CFPC”) becomes effective for 2025 through 2027. Under the CFPC, on-road transportation fuel receives a base credit of $1.00 per gallon of renewable diesel multiplied by the fuel's emission reduction percentage as long as it is produced at a qualifying facility and it meets prevailing wage requirements and apprenticeship requirements. In contrast to the blenders tax credits, the CFPC requires that production must take place in the United States. The Company received approximately $90.5 million, zero and $205.2 million for each of the years ended December 31, 2022, January 1, 2022 and January 2, 2021, in dividend distributions from the DGD Joint Venture. In addition, during fiscal year 2022 and 2021, the Company made capital contributions to the DGD Joint Venture of approximately $264.8 million and $189.0 million, respectively. Subsequent to December 31, 2022, each joint venture partner made a capital contribution of approximately $75.0 million. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS AND DISPOSITIONS On August 1, 2022, the Company acquired all of the shares of the FASA Group, the largest independent rendering company in Brazil, pursuant to a stock purchase agreement dated May 5, 2022 (the “FASA Acquisition”). The FASA Group, with its 14 rendering plants and an additional two plants under construction, will supplement the Company's global supply of waste fats, enhancing it as a leader in the supply of low-carbon waste fats and oils. The Company initially paid approximately R$2.9 billion Brazilian Real in cash (approximately $562.6 million USD at the exchange rate in effect on the closing date of the acquisition) for all the shares of the FASA Group, subject to certain post closing adjustments and a contingent payment based on future earnings growth in accordance with the terms set forth in the stock purchase agreement. Under the stock purchase agreement, such contingent payment could range from R$0 to a maximum of R$1.0 billion if future earnings growth reaches certain levels over a three The following table summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed in the FASA Acquisition as of August 1, 2022 at the exchange rate of R$5.16:USD$1.00 (in thousands): Accounts receivable $ 76,640 Inventories 43,058 Other current assets 33,327 Property, plant and equipment 142,931 Identifiable intangible assets 161,182 Goodwill 408,589 Operating lease right-of-use assets 583 Other assets 55,191 Deferred tax asset 8,144 Accounts payable (15,920) Current portion of long-term debt (18,680) Accrued expenses (38,708) Long-term debt, net of current portion (41,926) Long-term operating lease liabilities (583) Deferred tax liability (79,691) Other noncurrent liabilities (503) Non-controlling interests (18,058) Purchase price, net of cash acquired $ 715,576 Less hold-back 21,705 Less contingent consideration 168,128 Cash paid for acquisition, net of cash acquired $ 525,743 The $408.6 million of goodwill from the FASA Acquisition, which is expected to strengthen the Company's base business and expand its ability to provide additional low carbon intensity feedstocks to fuel the growing demand for renewable diesel, was assigned to the Feed Ingredients segment and is nondeductible for tax purposes. The identifiable intangible assets include $150.2 million in collection routes with a life of 12 years and $11.0 million in trade name with a life of 5 years for a total weighted average life of approximately 11.5 years. The Company is still assessing the provisional amounts recorded for assets acquired and liabilities assumed including possible future adjustments related to amounts recorded for income taxes. Due to the complexity of acquiring multiple entities in Brazil, the Company is continuing its procedures to identify information pertaining to income tax matters during the measurement period. If new information is obtained about facts and circumstances that existed at the closing date, the Company will adjust its measurement of provisional income tax amounts, thus the final determination of the values presented in the above table of assets acquired and liabilities assumed may result in retrospective adjustments to the values presented with a corresponding adjustment to goodwill. The Company does not expect the impact of any adjustments to these amounts during the measurement period to be material. The amount of net sales and net loss from the FASA Acquisition included in the Company's consolidated statement of operations for the twelve months ended December 31, 2022 were $146.7 million and $(3.6) million, respectively. In addition, the Company incurred acquisition costs related to the FASA Acquisition for the twelve months ended December 31, 2022 of approximately $3.2 million. On May 2, 2022, the Company acquired all of the shares of Valley Proteins, pursuant to a stock purchase agreement dated December 28, 2021 (the “Valley Acquisition”). The Valley Acquisition includes a network of 18 major rendering plants and used cooking oil facilities throughout the southern, southeast and mid-Atlantic regions of the U.S. The Company initially paid approximately $1.177 billion in cash for the Valley Acquisition, which is subject to various post-closing adjustments in accordance with the stock purchase agreement. During the third and fourth quarters of fiscal 2022, the Company made immaterial working capital adjustments and made a cash payment for a working capital purchase price adjustment per the stock purchase agreement of approximately $6.0 million with an offset to goodwill. The Company initially financed the Valley Acquisition by borrowing all of the Company's delayed draw term A-1 facility of $400.0 million and delayed draw term A-2 facility of $500.0 million, with the remainder coming through revolver borrowings under the Company's Amended Credit Agreement. The following table summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed in the Valley Acquisition as of May 2, 2022 (in thousands): Accounts receivable $ 68,558 Inventories 58,246 Other current assets 13,825 Property, plant and equipment 409,405 Identifiable intangible assets 389,200 Goodwill 358,298 Operating lease right-of-use assets 16,380 Other assets 14,164 Deferred tax asset 1,075 Accounts payable (47,615) Current portion of long-term debt (2,043) Current operating lease liabilities (4,779) Accrued expenses (66,034) Long-term debt, net of current portion (5,995) Long-term operating lease liabilities (11,601) Other noncurrent liabilities (19,436) Purchase price, net of cash acquired $ 1,171,648 The $358.3 million of goodwill from the Valley Acquisition, which is expected to strengthen the Company's base business and expand its ability to provide additional low carbon intensity feedstocks to fuel the growing demand for renewable diesel, was assigned to the Feed Ingredients segment. For U.S. income tax purposes, the Valley Acquisition is treated as a purchase of substantially all the assets of Valley Proteins; therefore, almost all of the goodwill is expected to be deductible for tax purposes. The identifiable intangible assets include $292.1 million in collection routes with a life of 15 years and $97.1 million in permits with a life of 15 years for a total weighted average life of approximately 15 years. The Company is still assessing the provisional amounts recorded for assets acquired and liabilities assumed including possible purchase price adjustment in accordance with the stock purchase agreement, thus the final determination of the values presented in the above table of assets acquired and liabilities assumed may result in retrospective adjustments to the values presented in the above table with a corresponding adjustment to goodwill. The Company does not expect the impact of any adjustments to these amounts during the measurement period to be material. The amount of net sales and net loss from the Valley Acquisition included in the Company's consolidated statement of operations for the twelve months ended December 31, 2022 were $624.9 million and $(38.3) million, respectively. In addition, the Company incurred acquisition costs related to the Valley Acquisition for the twelve months ended December 31, 2022 of approximately $5.6 million. As a result of the Valley Acquisition and the FASA Acquisition, effective May 2, 2022 and August 1, 2022, respectively, the Company began including the operations of the Valley Acquisition and the FASA Acquisition in the Company's consolidated financial statements. The following table presents selected pro forma information, for comparative purposes, assuming the Valley Acquisition and FASA Acquisition had occurred on January 3, 2021 for the periods presented (unaudited) (in thousands): Twelve Months Ended December 31, 2022 January 1, 2022 Net sales $ 7,059,871 $ 5,826,297 Net income 724,064 625,834 The Company notes that pro forma results of operations for the acquisitions discussed below have not been presented because the effect of each acquisition individually or in the aggregate is not deemed material to revenues, total assets and net income of the Company for any period presented. On February 25, 2022, a wholly-owned international subsidiary of the Company acquired all of the shares of Group Op de Beeck, a Belgium digester, organic and industrial waste processing company, that is now included in our Fuel Ingredients segment, for an initially estimated purchase price of approximately $91.7 million, plus or minus various closing adjustments in accordance with the stock purchase agreement. Initially, the Company paid approximately $71.3 million in cash consideration. In the second quarter of fiscal 2022, the Company paid an additional $4.2 million for purchase price adjustments related to working capital and estimated future construction costs for a total purchase price of approximately $75.5 million. The Company recorded assets and liabilities consisting of property, plant and equipment of approximately $28.1 million, intangible assets of approximately $27.2 million, goodwill of approximately $29.6 million and other net liabilities of approximately $(9.4) million including working capital and net debt. The identifiable intangibles have a weighted average life of 15 years. On October 18, 2022, the Company announced that we entered into a stock purchase agreement to acquire all the shares of Gelnex, a leading global producer of collagen products (including gelatin and collagen peptides), for approximately $1.2 billion in cash, plus or minus various closing adjustments in accordance with the stock purchase agreement. The transaction is subject to customary approvals, including the receipt of regulatory approval and is anticipated to close in the first half of 2023. On November 2, 2022, the Company announced that we entered into a definitive agreement to purchase Polish rendering company, Miropasz Group for approximately €110.0 million, subject to post-closing adjustments. The transaction is subject to customary approvals, including the receipt of regulatory approval and is anticipated to close in the third quarter of 2023. The Company incurred acquisition costs of approximately $16.4 million for the twelve months ended December 31, 2022, respectively related to the above disclosed acquisitions, including the Valley Acquisition, the FASA Acquisition, Group Op de Beeck, the previously announced Gelnex and Miropasz acquisitions as well as other immaterial acquisitions. In December 2020, the Company acquired substantially all the assets of Marengo Fabricated Steel Ltd (the “Marengo Acquisition”) a grease collection equipment manufacturer. The Company purchased the Marengo Acquisition for $10.8 million consisting of cash paid of approximately $10.5 million and a hold back amount of approximately $0.3 million, which was paid in fiscal 2021. The Company recorded assets and liabilities consisting of property, plant and equipment of approximately $3.6 million, goodwill of approximately $5.7 million and other net assets of approximately $1.5 million. In October 2020, a wholly-owned international subsidiary acquired all the shares of a Belgium privately owned group of companies (the “Belgium Group Acquisition”). The Company purchased the Belgium Group Acquisition for approximately $24.6 million after purchase price adjustments consisting of cash paid of approximately $19.3 million and a hold back amount of approximately $5.3 million, which approximately $1.7 million was paid in fiscal 2021. The Company recorded assets and liabilities consisting of property, plant and equipment of approximately $14.8 million, intangible assets of approximately $6.4 million, goodwill of approximately $9.1 million and net working capital liabilities of approximately $5.7 million. The identifiable intangibles have a weighted average life of 12 years. Additionally, the Company made other immaterial acquisitions and dispositions in fiscal 2022 and 2020. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES A summary of inventories follows (in thousands): December 31, 2022 January 1, 2022 Finished product $ 384,289 $ 272,995 Work in process 100,790 81,158 Raw material 69,164 48,186 Supplies and other 119,378 55,126 $ 673,621 $ 457,465 The Company's work in process inventory represents inventory in the Food Ingredients segment that is in various stages of processing. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT A summary of property, plant and equipment follows (in thousands): December 31, 2022 January 1, 2022 Land $ 201,572 $ 161,244 Buildings and improvements 873,080 701,594 Machinery and equipment 2,683,991 2,299,417 Vehicles 433,183 328,768 Aircraft 15,004 9,708 Construction in process 310,180 194,769 4,517,010 3,695,500 Accumulated depreciation (2,054,928) (1,855,420) $ 2,462,082 $ 1,840,080 |
Intangbile assets
Intangbile assets | 12 Months Ended |
Dec. 31, 2022 | |
INTANGIBLE ASSETS [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS The gross carrying amount of intangible assets not subject to amortization and intangible assets subject to amortization is as follows (in thousands): December 31, 2022 January 1, 2022 Indefinite Lived Intangible Assets Trade names $ 51,639 $ 53,133 51,639 53,133 Finite Lived Intangible Assets: Collection routes 781,286 337,399 Permits 557,083 475,520 Non-compete agreements 695 645 Trade names 76,549 65,675 Royalty, product development, patents, consulting, land use rights and leasehold 20,971 25,899 1,436,584 905,138 Accumulated Amortization: Collection routes (196,108) (169,984) Permits (368,005) (336,020) Non-compete agreements (563) (441) Trade names (53,486) (46,028) Royalty, product development, patents, consulting, land use rights and leasehold (4,939) (7,997) (623,101) (560,470) Total Intangible assets, less accumulated amortization $ 865,122 $ 397,801 Gross intangible collection routes, permits, trade names, non-compete agreements and other intangibles changed due to acquisitions and additions of approximately $588.1 million and the remaining change is due to foreign exchange impact, impairments and retirements. Amortization expense for the three years ended December 31, 2022, January 1, 2022 and January 2, 2021, was approximately $88.7 million, $67.4 million and $74.0 million, respectively. Amortization expense for the next five fiscal years is estimated to be $103.5 million, $84.1 million, $76.4 million, $66.6 million and $63.9 million. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
GOODWILL [Abstract] | |
GOODWILL | GOODWILL Changes in the carrying amount of goodwill (in thousands): Feed Ingredients Food Ingredients Fuel Ingredients Total Balance at January 2, 2021 Goodwill $ 830,321 $ 351,296 $ 126,578 $ 1,308,195 Accumulated impairment losses (15,914) (461) (31,580) (47,955) 814,407 350,835 94,998 1,260,240 Goodwill acquired during year 40 — 161 201 Foreign currency translation (15,498) (18,430) (7,397) (41,325) Balance at January 1, 2022 Goodwill 814,863 332,866 119,342 1,267,071 Accumulated impairment losses (15,914) (461) (31,580) (47,955) 798,949 332,405 87,762 1,219,116 Goodwill acquired during year 767,382 399 30,355 798,136 Goodwill impairment during year — (2,709) — (2,709) Foreign currency translation (25,390) (12,458) (6,318) (44,166) Balance at December 31, 2022 Goodwill 1,556,855 320,807 143,379 2,021,041 Accumulated impairment losses (15,914) (3,170) (31,580) (50,664) $ 1,540,941 $ 317,637 $ 111,799 $ 1,970,377 The process of evaluating goodwill for impairment involves the determination of the fair value of the Company's reporting units. In fiscal 2022 and fiscal 2021, the Company concluded it is more likely than not that the fair values of the reporting units containing goodwill exceeded the related carrying value pursuant to a qualitative assessment completed as of October 29, 2022 and October 30, 2021, respectively. Prior to finalizing the impairment testing, in December 2022, the Company's management reviewed our global network of collagen plants for optimization opportunities and decided to close our Peabody, Massachusetts, plant in 2023. As a result of the restructuring, the Company recorded goodwill impairment charges in fiscal 2022 of approximately $2.7 million based on the relative fair value of the Peabody plant. In fiscal 2020, the Company performed its annual goodwill and indefinite-lived intangible assets impairment assessments at October 24, 2020 pursuant to a quantitative assessment and prior to finalizing the impairment testing a triggering event occurred, which due to unfavorable economics in the biodiesel industry, the Company made the decision to shut down processing operations at its biodiesel facilities located in the United States and Canada, and there are no current plans to resume biodiesel production at these facilities in the future. As a result, the Company recorded goodwill impairment charges in fiscal 2020 of approximately $31.6 million, which represented all of our reporting units ' |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
ACCRUED EXPENSES [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consist of the following (in thousands): December 31, 2022 January 1, 2022 Compensation and benefits $ 145,048 $ 123,180 Accrued operating expenses 97,128 81,200 Other accrued expense 189,847 146,301 $ 432,023 $ 350,681 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | LEASES The Company leases certain real and personal property under non-cancelable operating leases. In addition, the Company leases a large portion of the Company's fleet of tractors, all of its rail cars, some IT equipment and other transportation equipment. The Company's office leases include certain lease and non-lease components, where the Company has elected to exclude the non-lease components from the calculation of the lease liability and ROU asset. The Company has finance leases, which are not significant to the Company and not separately disclosed in detail. In addition, the Company's other variable lease payments are not significant. The components of operating lease expense included in cost of sales and operating expenses and selling, general and administrative expenses were as follows (in thousands): Year Ended December 31, 2022 January 1, 2022 January 2, 2021 Operating lease expense $ 49,377 $ 48,049 $ 45,362 Short-term lease costs 31,133 25,141 25,868 Total lease cost $ 80,510 $ 73,190 $ 71,230 Other information (in thousands, except lease terms and discount rates): Year Ended December 31, 2022 January 1, 2022 January 2, 2021 Cash paid for amounts included in the measurement lease liabilities: Operating cash flows from operating leases $ 53,359 $ 50,258 $ 52,055 Operating right-of-use assets, net $ 186,141 $ 155,464 Operating lease liabilities, current $ 49,232 $ 38,168 Operating lease liabilities, non-current 141,703 120,314 Total operating lease liabilities $ 190,935 $ 158,482 Weighted average remaining lease term - operating leases 6.34 years 6.20 years Weighted average discount rate - operating leases 3.89 % 3.57 % Future annual minimum lease payments and finance lease commitments as of December 31, 2022 were as follows (in thousands): Period Ending Fiscal Operating Leases Finance Leases 2023 $ 54,171 $ 3,839 2024 45,047 3,276 2025 35,184 3,215 2026 23,123 1,788 2027 15,846 1,318 Thereafter 31,629 1,806 205,000 15,242 Less amounts representing interest (14,065) (804) Lease obligations included in current and long-term liabilities 190,935 14,438 As of December 31, 2022, the Company also has additional operating leases that have not yet commenced, primarily for machinery and equipment and storage, with fixed payments over their noncancellable terms of approximately $1.6 million. These operating leases will commence in 2023 with noncancellable terms of 7 years. The Company's finance lease assets are included in property, plant and equipment and the finance lease obligations are included in the Company's current and long-term debt obligations on the consolidated balance sheet. |
Leases | LEASES The Company leases certain real and personal property under non-cancelable operating leases. In addition, the Company leases a large portion of the Company's fleet of tractors, all of its rail cars, some IT equipment and other transportation equipment. The Company's office leases include certain lease and non-lease components, where the Company has elected to exclude the non-lease components from the calculation of the lease liability and ROU asset. The Company has finance leases, which are not significant to the Company and not separately disclosed in detail. In addition, the Company's other variable lease payments are not significant. The components of operating lease expense included in cost of sales and operating expenses and selling, general and administrative expenses were as follows (in thousands): Year Ended December 31, 2022 January 1, 2022 January 2, 2021 Operating lease expense $ 49,377 $ 48,049 $ 45,362 Short-term lease costs 31,133 25,141 25,868 Total lease cost $ 80,510 $ 73,190 $ 71,230 Other information (in thousands, except lease terms and discount rates): Year Ended December 31, 2022 January 1, 2022 January 2, 2021 Cash paid for amounts included in the measurement lease liabilities: Operating cash flows from operating leases $ 53,359 $ 50,258 $ 52,055 Operating right-of-use assets, net $ 186,141 $ 155,464 Operating lease liabilities, current $ 49,232 $ 38,168 Operating lease liabilities, non-current 141,703 120,314 Total operating lease liabilities $ 190,935 $ 158,482 Weighted average remaining lease term - operating leases 6.34 years 6.20 years Weighted average discount rate - operating leases 3.89 % 3.57 % Future annual minimum lease payments and finance lease commitments as of December 31, 2022 were as follows (in thousands): Period Ending Fiscal Operating Leases Finance Leases 2023 $ 54,171 $ 3,839 2024 45,047 3,276 2025 35,184 3,215 2026 23,123 1,788 2027 15,846 1,318 Thereafter 31,629 1,806 205,000 15,242 Less amounts representing interest (14,065) (804) Lease obligations included in current and long-term liabilities 190,935 14,438 As of December 31, 2022, the Company also has additional operating leases that have not yet commenced, primarily for machinery and equipment and storage, with fixed payments over their noncancellable terms of approximately $1.6 million. These operating leases will commence in 2023 with noncancellable terms of 7 years. The Company's finance lease assets are included in property, plant and equipment and the finance lease obligations are included in the Company's current and long-term debt obligations on the consolidated balance sheet. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Debt consists of the following (in thousands): December 31, 2022 January 1, 2022 Amended Credit Agreement: Revolving Credit Facility ($32.0 million denominated in € at December 31, 2022) $ 135,028 $ 160,000 Term A-1 facility 400,000 — Less unamortized deferred loan costs (722) — Carrying value Term A-1 facility 399,278 — Term A-2 facility 493,750 — Less unamortized deferred loan costs (1,034) — Carrying value Term A-2 facility 492,716 — Term Loan B 200,000 200,000 Less unamortized deferred loan costs (1,302) (1,928) Carrying value Term Loan B 198,698 198,072 6% Senior Notes due 2030 with effective interest of 6.12% 1,000,000 — Less unamortized deferred loan costs net of bond premiums (7,228) — Carrying value 6% Senior Notes due 2030 992,772 — 5.25% Senior Notes due 2027 with effective interest of 5.47% 500,000 500,000 Less unamortized deferred loan costs (4,127) (4,959) Carrying value 5.25% Senior Notes due 2027 495,873 495,041 3.625% Senior Notes due 2026 - Denominated in euro with effective interest of 3.83% 549,814 582,980 Less unamortized deferred loan costs - Denominated in euro (3,728) (5,031) Carrying value 3.625% Senior Notes due 2026 546,086 577,949 Other Notes and Obligations 124,364 32,319 3,384,815 1,463,381 Less Current Maturities 69,846 24,407 $ 3,314,969 $ 1,438,974 As of December 31, 2022, the Company had outstanding debt under the revolving credit facility denominated in euros of €30.0 million and outstanding debt under the Company's 3.625% Senior Notes due 2026 denominated in euros of €515.0 million. See below for discussion relating to the Company's debt agreements. In addition, at December 31, 2022, the Company had finance lease obligations denominated in euros of approximately €8.6 million. As of December 31, 2022, the Company had other notes and obligations of approximately $124.4 million that consist of various overdraft facilities of approximately $24.2 million, a China working capital line of credit of approximately $9.8 million, Brazilian notes of approximately $51.0 million and other debt of approximately $39.4 million, including U.S. finance lease obligations of approximately $5.3 million. Senior Secured Credit Facilities . On January 6, 2014, Darling, Darling International Canada Inc. (“Darling Canada”) and Darling International NL Holdings B.V. (“Darling NL”) entered into a Second Amended and Restated Credit Agreement (as subsequently amended, the “Amended Credit Agreement”), restating its then existing Amended and Restated Credit Agreement dated September 27, 2013, with the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents from time to time party thereto. Effective December 9, 2021, the Company, and certain of its subsidiaries entered into an amendment (the "Seventh Amendment") with its lenders to the Amended Credit Agreement. Among other things, the Seventh Amendment (a) increased the maximum aggregate principal amount of the revolving credit facility from $1.0 billion to $1.5 billion, under which loans will or will continue to be made, as applicable, in U.S. dollars or alternative currencies, to the Company and certain of the Company’s subsidiaries as borrowers under the Amended Credit Agreement, (b) extended the stated maturity date of the revolving credit facility from September 18, 2025 to December 9, 2026, (c) obtained a delayed draw term loan commitment, and incurred new term loans pursuant thereto, in an aggregate principal amount of up to $400.0 million and has a term of five Holding GmbH (“Darling GmbH”) and Darling Ingredients Belgium Holding B.V. (“Darling Belgium”), each of which are indirect subsidiaries of the Company, and Guarantors under the Amended Credit Agreement, as “Borrowers” under the Amended Credit Agreement and (e) updated and modified certain other terms and provisions of the Amended Credit Agreement, including to reflect alternative reference rates based on the secured overnight financing rate for U.S. dollar loans, the sterling overnight index average for pound sterling loans and the euro short term rate for euro swingline loans. Effective March 2, 2022, the Company and certain of its subsidiaries entered into an amendment (the "Eighth Amendment") with its lenders to the Amended Credit Agreement. Among other things, the Eighth Amendment (a) added a new delayed draw incremental term facility (the “term A-2 facility”) and incurred new incremental Term Loans pursuant thereto, in an aggregate principal amount of up to $500.0 million, and will mature on December 9, 2026 and (b) updated and modified certain other terms and provisions of the Amended Credit Agreement to reflect the addition of the term A-2 facility to the Amended Credit Agreement. Effective September 6, 2022, the Company and certain of its subsidiaries entered into an amendment (the “Ninth Amendment”) with its lenders to the Amended Credit Agreement. Among other things, the Ninth Amendment (a) added (i) a new delayed draw incremental term facility (the “term A-3 facility”) and new Incremental Term Loans pursuant thereto, in an aggregate principal amount of up to $300.0 million, and (ii) a new delayed draw incremental term facility (the “term A-4 facility”) and new Incremental Term Loans pursuant thereto, in an aggregate principal amount of up to $500.0 million which, in each case, will be made available to the Company and have maturity dates co-terminous with the Company’s previously existing delayed draw term A-1 facility and term A-2 facility, and (b) updated and modified certain other terms and provisions of the Amended Credit Agreement to reflect the addition of the term A-3 facility and term A-4 facility to the Amended Credit Agreement. The Amended Credit Agreement provides for senior secured credit facilities in the aggregate principal amount of $3.725 billion comprised of (i) the Company's $525.0 million term loan B facility, (ii) the Company's $400.0 million term A-1 facility, (iii) the Company's $500.0 million term A-2 facility, (iv) the Company's $300.0 million term A-3 facility, (v) the Company's $500.0 million term A-4 facility and (vi) the Company's $1.5 billion five-year revolving credit facility (up to $150.0 million of which will be available for a letter of credit sub-limit and $50.0 million of which will be available for a swingline sub-limit) (collectively, the “Senior Secured Credit Facilities”). The Amended Credit Agreement also permits Darling and the other borrowers thereunder to incur ancillary facilities provided by any revolving lender party to the Senior Secured Credit Facilities (with certain restrictions). Up to $1.46 billion of the revolving loan facility is available to be borrowed by Darling, Darling Canada, Darling NL, Darling Ingredients International Holding B.V. (“Darling BV”), Darling GmbH, and Darling Belgium in U.S. dollars, Canadian dollars, euros, Sterling and other currencies to be agreed and available to each applicable lender. The remaining $40.0 million must be borrowed in U.S. dollars only by Darling. The revolving loan facility will mature on December 9, 2026. The revolving credit facility will be used for working capital needs, general corporate purposes and other purposes not prohibited by the Amended Credit Agreement. The interest rate applicable to any borrowings under the revolving loan facility will equal the adjusted term secured overnight financing rate (SOFR) for U.S. dollar borrowings or the adjusted euro interbank rate (EURIBOR) for euro borrowings or the adjusted daily simple Sterling overnight index average (SONIA) for British pound borrowings or CDOR for Canadian dollar borrowings plus 1.25% per annum or base rate or the adjusted term SOFR for U.S. dollar borrowings or Canadian prime rate for Canadian dollar borrowings or the adjusted daily simple European short term rate (ESTR) for euro borrowings or the adjusted daily SONIA rate for British pound borrowings plus 0.25% per annum subject to certain step-ups or step-downs based on the Company's total leverage ratio. The interest rate applicable to any borrowing under the delayed draw term A-1 facility and term A-3 facility will equal the adjusted term SOFR plus a minimum of 1.50% per annum subject to certain step-ups based on the Company's total leverage ratio. The interest rate applicable to any borrowing under the delayed draw term A-2 facility and term A-4 facility will equal the adjusted term SOFR plus 1.25% per annum subject to certain step-ups or step-downs based on the Company's total leverage ratio.The interest rate applicable to any borrowings under the term loan B facility will equal the base rate plus 1.00% or LIBOR plus 2.00%. As of December 31, 2022, the Company had (i) $83.0 million outstanding under the revolver at base rate plus a margin of 0.25% per annum for a total of 7.75% per annum, (ii) $20.0 million outstanding under the revolver at SOFR plus a margin of 1.25% per annum for a total of 5.6725% per annum, (iii) $400.0 million outstanding under the term A-1 facility at SOFR plus a margin of 1.50% per annum for a total of 5.923% per annum, (iv) $493.8 million outstanding under the term A-2 facility at SOFR plus a margin of 1.25% per annum for a total of 5.673% per annum, (v) $200.0 million outstanding under the term loan B facility at LIBOR plus a margin of 2.00% per annum for a total of 6.30% per annum and (vi) €30.0 million outstanding under the revolving credit facility at EURIBOR plus a margin of 1.25% per annum for a total of 3.148% per annum. As of December 31, 2022, the Company had revolving loan facility availability of $1.313 billion, availability on a delayed draw term A-3 facility of $300.0 million and availability on a delayed draw term A-4 facility of $ The Amended Credit Agreement contains various customary representations and warranties by the Company, which include customary use of materiality, material adverse effect and knowledge qualifiers. The Amended Credit Agreement also contains (a) certain affirmative covenants that impose certain reporting and/or performance obligations on Darling and its restricted subsidiaries, (b) certain negative covenants that generally prohibit, subject to various exceptions, Darling and its restricted subsidiaries from taking certain actions, including, without limitation, incurring indebtedness, making investments, incurring liens, paying dividends and engaging in mergers and consolidations, sale and leasebacks and asset dispositions, (c) financial covenants, which include a maximum total leverage ratio and a minimum interest coverage ratio and (d) customary events of default (including a change of control) for financings of this type. Obligations under the Senior Secured Credit Facilities may be declared due and payable upon the occurrence and during the continuance of customary events of default. 6% Senior Notes due 2030. On June 9, 2022, Darling issued and sold $750.0 million aggregate principal amount of 6% Senior Notes due 2030 (the “6% Initial Notes”). The 6% Initial Notes, which were offered in a private offering, were issued pursuant to a Senior Notes Indenture, dated as of June 9, 2022 (the “6% Base Indenture”), among Darling, the subsidiary guarantors party thereto from time to time, and Truist Bank, as trustee. The gross proceeds from the offering, together with cash on hand, were used to repay the Company's outstanding revolver borrowings and for general corporate purposes, including to pay the discount of the initial purchasers and to pay the other fees and expenses related to the offering. On August 17, 2022, Darling issued an additional $250.0 million in aggregate principal amount of its 6% Senior Notes due 2030 (the “add-on notes” and, together with the 6% Initial Notes, the “6% Notes”). The add-on notes and related guarantees, which were offered in a private offering, were issued as additional notes under the 6% Base Indenture, as supplemented by a supplemental indenture, dated as of August 17, 2022 (the “supplemental indenture” and, together with the 6% Base Indenture, the “6% Indenture”). The add-on notes have the same terms as the 6% Initial Notes (other than issue date and issue price) and, together with the 6% Initial Notes, constitute a single class of securities under the 6% Indenture. The add-on notes were issued at a premium resulting in the Company receiving $255.0 million upon issuance. The premium of approximately $5.0 million will be amortized over the term of the now $1.0 billion of 6% Notes. The 6% Notes will mature on June 15, 2030. Darling will pay interest on the 6% Notes on June 15 and December 15 of each year, commencing on December 15, 2022. Interest on the 6% Notes accrues from June 9, 2022 at a rate of 6% per annum and is payable in cash. The 6% Notes are guaranteed on a senior unsecured basis by Darling and all of Darling's restricted subsidiaries (other than foreign subsidiaries) that are borrowers under or that guarantee the Senior Secured Credit Facilities (collectively, the “6% Guarantors”). The 6% Notes and the guarantees thereof are senior unsecured obligations of Darling and the 6% Guarantors and rank equally in right of payment to all of Darling's and the 6% Guarantors' existing and future senior unsecured indebtedness. The 6% Indenture contains covenants limiting Darling's ability and the ability of its restricted subsidiaries to grant liens to secure indebtedness and merge with or into other companies or otherwise dispose of all or substantially all of Darling's assets. The Company capitalized approximately $12.7 million of deferred loan costs as of December 31, 2022 in connection with the 6% Notes. Other than for extraordinary events such as change of control and defined assets sales, Darling is not required to make mandatory redemption or sinking fund payments on the 6% Notes. The 6% Notes are redeemable, in whole or in part, at any time on or after June 15, 2025 at the redemption prices specified in the 6% Indenture. Darling may redeem the 6% Notes in whole, but not in part, at any time prior to June 15, 2025, at a redemption price equal to 100% of the principal amount of the 6% Notes redeemed, plus accrued and unpaid interest to the redemption date and an Applicable Premium as specified in the 6% Indenture and all additional amounts (if any) then due or which will become due on the redemption date as a result of the redemption or otherwise (subject to the rights of holders on the relevant record dates to receive interest due on the relevant interest payment date and additional amounts (if any) in respect thereof). 3.625% Senior Notes due 2026. On May 2, 2018, Darling Global Finance B.V. (the “3.625% Issuer”), a wholly-owned subsidiary of Darling, issued and sold €515.0 million aggregate principal amount of 3.625% Senior Notes due 2026 (the “3.625% Notes”). The 3.625% Notes, which were offered in a private offering, were issued pursuant to a Senior Notes Indenture, dated as of May 2, 2018 (the “3.625% Indenture”), among Darling Global Finance B.V., Darling, the subsidiary guarantors party thereto from time to time, Citibank, N.A., London Branch, as trustee and principal paying agent, and Citigroup Global Markets Deutschland AG, as principal registrar. The gross proceeds of the offering, together with borrowings under the Company’s revolving credit facility, were used to refinance all of the Company's previous 4.75% Notes by cash tender offer and redemption of those notes and to pay any applicable premiums for the refinancing, to pay the commission of the initial purchasers of the 3.625% Notes and to pay the other fees and expenses related to the offering. The 3.625% Notes will mature on May 15, 2026. The 3.625% Issuer will pay interest on the 3.625% Notes on May 15 and November 15 of each year, commencing on November 15, 2018. Interest on the 3.625% Notes accrues from May 2, 2018 at a rate of 3.625% per annum and is payable in cash. The 3.625% Notes are guaranteed on a senior unsecured basis by Darling and all of Darling's restricted subsidiaries (other than any foreign subsidiary or any receivable entity) that guarantee the Senior Secured Credit Facilities (collectively, the “3.625% Guarantors”). The 3.625% Notes and the guarantees thereof are senior unsecured obligations of the 3.625% Issuer and the 3.625% Guarantors and rank equally in right of payment to all of the 3.625% Issuer's and the 3.625% Guarantors' existing and future senior unsecured indebtedness. The 3.625% Indenture contains covenants limiting Darling's ability and the ability of its restricted subsidiaries (including the 3.625% Issuer) to, among other things: incur additional indebtedness or issue preferred stock; pay dividends on or make other distributions or repurchases of Darling's capital stock or make other restricted payments; create restrictions on the payment of dividends or certain other amounts from Darling's restricted subsidiaries to Darling or Darling's other restricted subsidiaries; make loans or investments; enter into certain transactions with affiliates; create liens; designate Darling's subsidiaries as unrestricted subsidiaries; and sell certain assets or merge with or into other companies or otherwise dispose of substantially all of Darling's assets. Other than for extraordinary events such as change of control and defined assets sales, the 3.625% Issuer is not required to make mandatory redemption or sinking fund payments on the 3.625% Notes. The 3.625% Notes are redeemable, in whole or in part, at any time on or after May 15, 2021 at the redemption prices specified in the 3.625% Indenture. 5.25% Senior Notes due 2027. On April 3, 2019, Darling issued and sold $500.0 million aggregate principal amount of 5.25% Senior Notes due 2027 (the “5.25% Notes”). The 5.25% Notes, which were offered in a private offering, were issued pursuant to a Senior Notes Indenture, dated as of April 3, 2019 (the “5.25% Indenture”), among Darling, the subsidiary guarantors party thereto from time to time, and Regions Bank, as trustee. The gross proceeds from the sale of the Notes, together with cash on hand, were used to refinance all of the Company's previous 5.375% Notes by cash tender offer for and redemption of those notes, to pay the discount of the initial purchasers and to pay the other fees and expenses related to the offering. The 5.25% Notes will mature on April 15, 2027. Darling will pay interest on the 5.25% Notes on April 15 and October 15 of each year, commencing on October 15, 2019. Interest on the 5.25% Notes accrues from April 3, 2019 at a rate of 5.25% per annum and is payable in cash. The 5.25% Notes are guaranteed on a senior unsecured basis by Darling and all of Darling's restricted subsidiaries (other than foreign subsidiaries) that are borrowers under or that guarantee the Senior Secured Credit Facilities (collectively, the “5.25% Guarantors”). The 5.25% Notes and the guarantees thereof are senior unsecured obligations of Darling and the 5.25% Guarantors and rank equally in right of payment to all of the Darling's and the 5.25% Guarantors' existing and future senior unsecured indebtedness. The 5.25% Indenture contains covenants limiting Darling's ability and the ability of its restricted subsidiaries to, grant liens to secure indebtedness and merge with or into other companies or otherwise dispose of all or substantially all of Darling's assets. Other than for extraordinary events such as change of control and defined assets sales, Darling is not required to make mandatory redemption or sinking fund payments on the 5.25% Notes. The 5.25% Notes are redeemable, in whole or in part, at any time on or after April 15, 2022 at the redemption prices specified in the 5.25% Indenture. As of December 31, 2022, the Company believes it is in compliance with all financial covenants under the Amended Credit Agreement, as well as all of the other covenants contained in the Amended Credit Agreement, the 6% Indenture, the 5.25% Indenture and the 3.625% Indenture. Maturities of long-term debt at December 31, 2022 follow (in thousands): Contractual 2023 $ 70,108 2024 242,613 2025 52,021 2026 1,527,179 2027 503,038 thereafter 1,007,997 $ 3,402,956 |
Other Noncurrent Liabilities
Other Noncurrent Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
OTHER NONCURRENT LIABILITIES [Abstract] | |
OTHER NONCURRENT LIABILITIES | OTHER NONCURRENT LIABILITIES Other noncurrent liabilities consist of the following (in thousands): December 31, 2022 January 1, 2022 Accrued pension liability (Note 15) $ 22,538 $ 36,268 Reserve for self-insurance, litigation, environmental and tax matters (Note 20) 76,685 67,435 Long-term acquisition hold backs (Note 3) 26,113 3,705 Long-term contingent consideration (Note 3) 169,903 — Other 3,694 3,621 $ 298,933 $ 111,029 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES U.S. and foreign income before income taxes are as follows (in thousands): December 31, 2022 January 1, 2022 January 2, 2021 United States $ 551,521 $ 545,861 $ 265,950 Foreign 342,197 275,535 87,669 Income before income taxes $ 893,718 $ 821,396 $ 353,619 Income tax expense attributable to income before income taxes consists of the following (in thousands): December 31, 2022 January 1, 2022 January 2, 2021 Current: Federal $ (206) $ (31) $ (72) State 2,288 8,442 1,595 Foreign 105,368 60,730 36,453 Total current 107,450 69,141 37,976 Deferred: Federal 35,290 66,883 20,827 State 18,150 19,495 840 Foreign (14,264) 8,587 (6,354) Total deferred 39,176 94,965 15,313 $ 146,626 $ 164,106 $ 53,289 Income tax expense for the years ended December 31, 2022, January 1, 2022 and January 2, 2021, differed from the amount computed by applying the statutory U.S. federal income tax rate to income before income taxes as a result of the following (in thousands): December 31, 2022 January 1, 2022 January 2, 2021 Computed "expected" tax expense $ 187,681 $ 172,493 $ 74,260 Change in valuation allowance (3,241) (4,996) (522) Non-deductible compensation expenses 5,320 4,324 4,723 Deferred tax on unremitted foreign earnings 4,939 3,415 (548) Foreign rate differential 17,628 14,748 7,077 Change in uncertain tax positions 8,167 6,809 (4,650) State income taxes, net of federal benefit 10,738 18,205 2,702 Biofuel tax incentives (77,189) (38,778) (31,725) Change in tax law (13) 1,869 3,699 Equity compensation windfall (13,441) (11,046) (2,897) Other, net 6,037 (2,937) 1,170 $ 146,626 $ 164,106 $ 53,289 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2022 and January 1, 2022 are presented below (in thousands): December 31, 2022 January 1, 2022 Deferred tax assets: Loss contingency reserves $ 11,775 $ 11,169 Employee benefits 14,480 13,059 Pension liability 3,505 8,208 Interest expense carryforwards 28,769 46 Tax loss carryforwards 275,675 123,194 Tax credit carryforwards 2,432 4,267 Operating lease liabilities 53,765 41,949 Inventory 15,002 8,533 Accrued liabilities and other 18,408 16,271 Total gross deferred tax assets 423,811 226,696 Less valuation allowance (12,788) (17,685) Net deferred tax assets 411,023 209,011 Deferred tax liabilities: Intangible assets amortization, including taxable goodwill (238,347) (172,575) Property, plant and equipment depreciation (218,316) (140,158) Investment in DGD Joint Venture (344,633) (188,154) Operating lease assets (52,330) (40,965) Tax on unremitted foreign earnings (12,890) (10,379) Other (8,451) (3,511) Total gross deferred tax liabilities (874,967) (555,742) Net deferred tax liability $ (463,944) $ (346,731) Amounts reported on Consolidated Balance Sheets: Non-current deferred tax asset $ 17,888 $ 16,211 Non-current deferred tax liability (481,832) (362,942) Net deferred tax liability $ (463,944) $ (346,731) At December 31, 2022, the Company had net operating loss carryforwards for federal income tax purposes of approximately $1,054.0 million, $14.5 million of which expire in 2036 and $1,039.5 million of which can be carried forward indefinitely. The Company had a capital loss carry forward for federal income tax purposes of approximately $21.1 million, which expires in 2023 and can only be used in future years in which the Company recognizes capital gains. The Company had interest expense carryforwards of approximately $100.5 million and $63.2 million for federal and state income tax purposes, which may be carried forward indefinitely. The Company had approximately $319.8 million of net operating loss carryforwards for state income tax purposes, $215.9 million of which expire in 2023 through 2042 and $103.9 million of which can be carried forward indefinitely. The Company had foreign net operating loss carryforwards of approximately $122.9 million, $20.4 million of which expire in 2023 through 2038 and $102.5 million of which can be carried forward indefinitely. Also at December 31, 2022, the Company had U.S. federal and state tax credit carryforwards of approximately $0.8 million, and tax credit carryforwards with respect to its foreign tax jurisdictions of approximately $1.6 million. As of December 31, 2022, the Company had a valuation allowance of $4.8 million due to uncertainties in respect to its ability to utilize its U.S. (federal and state) net operating loss, capital loss and tax credit carryforwards. The Company also had a valuation allowance of $8.0 million due to uncertainties in its ability to utilize foreign net operating loss carryforwards and other foreign deferred tax assets. At December 31, 2022, the Company had unrecognized tax benefits of approximately $17.8 million. All of the unrecognized tax benefits would favorably impact the Company's effective tax rate if recognized. The Company believes it is reasonably possible that unrecognized tax benefits could change by $0.1 million in the next twelve months. The possible change in unrecognized tax benefits relates to expiration of certain statutes of limitation. The Company recognizes accrued interest and penalties, as appropriate, related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2022, interest and penalties related to unrecognized tax benefits were $1.3 million. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands): December 31, 2022 January 1, 2022 Balance at beginning of Year $ 10,508 $ 5,039 Change in tax positions related to current year 7,904 5,940 Change in tax positions related to prior years (38) (471) Change in tax positions due to settlement with tax authorities — — Expiration of the Statute of Limitations (532) — Balance at end of year $ 17,842 $ 10,508 In fiscal 2022, the Company's major taxing jurisdictions are U.S. (federal and state), Belgium, Brazil, Canada, China, France, Germany and the Netherlands. The Company is subject to regular examination by various tax authorities. Although the final outcome of these examinations is not yet determinable, the Company does not anticipate that any of the examinations will have a significant impact on the Company's results of operations or financial position. The statute of limitations for the Company's major jurisdictions is open for varying periods, but is generally closed through the 2013 tax year. The Company expects to have access to its offshore earnings with minimal to no additional U.S. tax impact. Therefore, the Company does not consider these earnings to be permanently reinvested offshore. As of December 31, 2022, a deferred tax liability of approximately $12.9 million has been recorded for any incremental taxes, including foreign withholding taxes, that are estimated to be incurred when those earnings are distributed to the U.S. in future years. On August 16, 2022 the U.S. government enacted the IR Act that includes a new 15% alternative minimum tax based upon financial statement income (“book minimum tax”), a 1% excise tax on stock buybacks and tax incentives for energy and climate initiatives, among other provisions. The provisions of the IR Act are generally effective for periods after December 31, 2022 with no immediate impact to our income tax provision or net deferred tax assets. We do not currently expect the new book minimum tax and/or excise tax on stock buybacks will have a material impact on our financial results. The blender tax credits, which are refundable excise tax credits, |
Stockholders' Equity and Stock-
Stockholders' Equity and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity and Stock-Based Compensation [Abstract] | |
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION | STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION On December 9, 2021, the Company’s Board of Directors approved the extension for an additional two years of its previously announced share repurchase program and refreshed and increased the amount of the program up to an aggregate of $500.0 million of the Company's Common Stock depending on market conditions. During fiscal 2022, fiscal 2021 and fiscal 2020, the Company repurchased approximately $125.5 million, $167.7 million and $55.0 million, including commissions, of its common stock in the open market, respectively. As of December 31, 2022, the Company has approximately $374.5 million remaining under the share repurchase program initially approved in August 2017 and subsequently extended to August 13, 2024. On May 9, 2017, the shareholders approved the Company's 2017 Omnibus Incentive Plan (the “2017 Omnibus Plan”). The 2017 Omnibus Plan replaced the Company's 2012 Omnibus Incentive Plan (the “2012 Omnibus Plan”) for future grants. Under the 2017 Omnibus Plan, the Company can grant stock options, stock appreciation rights, non-vested and restricted stock (including performance stock), restricted stock units (including performance units), other stock-based awards, non-employee director awards, dividend equivalents and cash-based awards. There are up to 20,166,500 common shares available under the 2017 Omnibus Plan which may be granted to participants in any plan year (as such term is defined in the 2017 Omnibus Plan). Some of those shares are subject to outstanding awards as detailed in the tables below. To the extent these outstanding awards are forfeited or expire without exercise, the shares will be returned to and available for future grants under the 2017 Omnibus Plan. The 2017 Omnibus Plan’s purpose is to attract, retain and motivate employees, directors and third party service providers of the Company and to encourage them to have a financial interest in the Company. The 2017 Omnibus Plan is administered by the Compensation Committee (the “Committee”) of the Board of Directors. The Committee has the authority to select plan participants, grant awards, and determine the terms and conditions of such awards as provided in the 2017 Omnibus Plan. For each of fiscal 2022, 2021 and 2020, the Committee adopted an executive compensation program that includes a long-term incentive component (the “LTIP”) for the Company's key employees, as a subplan under the terms of the 2017 Omnibus Plan. For each of the fiscal 2022 and fiscal 2021 LTIPs, participants received (i) performance share units (“PSUs”) tied to a three-year, forward looking performance metric and (ii) restricted stock units (“RSUs”) that vest 33.33% on the first, second and third anniversaries of grant. For the fiscal 2020 LTIP, participants received (i) PSUs tied to a three-year, forward looking performance metric and (ii) stock options that vest 33.33% on the first, second and third anniversaries of grant. The principal purpose of the LTIP is to encourage the participants to enhance the value of the Company and, hence, the price of the Company’s stock and the stockholders' return. In addition, the LTIP is designed to create retention incentives for the individual and to provide an opportunity for increased equity ownership by participants. See “Stock Option Awards”, “Fiscal 2022 LTIP PSU and RSU Awards”, “Fiscal 2021 LTIP PSU and RSU Awards” and “Fiscal 2020 LTIP PSU Awards” below for more information regarding the stock option, PSU and RSU awards under the 2022 LTIP, 2021 LTIP and 2020 LTIP. At December 31, 2022, the number of common shares available for issuance under the 2017 Omnibus Plan was 9,193,135. At December 31, 2022, $10.2 million of total future equity-based compensation expense (determined using the Black-Scholes option pricing model and Monte Carlo model for non-vested stock grants with performance based incentives) related to outstanding non-vested options and stock awards is expected to be recognized over a weighted average period of 1.3 years. The following is a summary of stock-based compensation awards granted during the years ended December 31, 2022, January 1, 2022 and January 2, 2021. Stock Option Awards . Stock options to purchase shares of Darling common stock were granted by the Committee to certain of the Company's employees as part of the Company's LTIP in effect for fiscal 2020. For the options granted under the fiscal 2020 LTIP, the exercise price was equal to the closing price of Darling common stock on the date of grant, which was January 6, 2020, and such options vest 33.33% on the first, second and third anniversaries of the grant date. The Company granted 550,941 stock options under the 2020 LTIP. During 2020, only nonqualified stock options were issued and none of the options were incentive stock options. The Company’s stock options granted under the LTIPs generally terminate 10 years after the date of grant. A summary of all stock option activity as of December 31, 2022 and changes during the year ended is as follows: Number of Weighted-avg. Weighted-avg. Options outstanding at December 28, 2019 3,978,485 $ 14.59 6.5 years Granted 550,941 28.89 Exercised (837,911) 12.01 Forfeited — — Expired — — Options outstanding at January 2, 2021 3,691,515 17.31 6.2 years Granted — — Exercised (521,177) 16.44 Forfeited (22,524) 20.12 Expired — — Options outstanding at January 1, 2022 3,147,814 17.43 5.2 years Granted — — Exercised (386,460) 18.84 Forfeited (4,767) 20.32 Expired — — Options outstanding at December 31, 2022 2,756,587 $ 17.23 4.3 years Options exercisable at December 31, 2022 2,597,354 $ 16.51 4.1 years The fair value of each stock option grant under the LTIPs was estimated on the date of grant using the Black Scholes option-pricing model with the following weighted average assumptions and results for fiscal 2020. Weighted Average 2020 Expected dividend yield 0.0% Risk-free interest rate 1.65% Expected term 5.94 years Expected volatility 27.4% Fair value of options granted $8.64 The expected life of options granted in fiscal 2020 were computed using the Company's historical data based on exercised and cancelled options. The expected lives for options granted during fiscal 2020 were computed using the simplified method since the option plans historical exercise data did not provided a reasonable basis for estimating the expected term for the option grants. For the year ended December 31, 2022, the amount of cash received from the exercise of options was less than approximately $0.1 million and the related tax benefit was $3.7 million. For the years ended January 1, 2022 and January 2, 2021, the amount of cash received from the exercise of options was approximately $0.1 million and the related tax benefit was approximately $4.5 million and $2.4 million, respectively. The total intrinsic value of options exercised for the years ended December 31, 2022, January 1, 2022 and January 2, 2021 was approximately $21.7 million, $29.5 million and $19.5 million, respectively. The fair value of shares vested for the years ended December 31, 2022, January 1, 2022 and January 2, 2021 was approximately $24.8 million, $19.9 million and $17.4 million, respectively. At December 31, 2022, the aggregate intrinsic value of options outstanding was approximately $125.0 million and the aggregate intrinsic value of options exercisable was approximately $119.7 million. Non-Vested Stock and Restricted Stock Unit Awards . Prior to fiscal 2016, the Company granted non-vested stock and RSUs to participants in the LTIP. Starting in fiscal 2016, the Committee made changes to the LTIP and instead of non-vested stock and RSUs, the Company began to grant PSUs and stock options as part of the LTIP. In fiscal 2021, the Committee replaced the stock option component of the LTIP with RSUs and granted 90,689 RSU's on January 4, 2021 under the Company's 2021 LTIP. In fiscal 2022, the Committee granted 82,791 RSU's on January 3, 2022 under the Company's 2022 LTIP. In addition, the Company grants individual non-vested stock and RSU awards to key employees from time to time at the discretion of the Committee, which included 41,625 awards in fiscal 2022. In such cases, non-vested stock is generally granted to U.S. based employees, while RSUs are generally granted to foreign based employees, with each RSU equivalent to one share of common stock and payable upon vesting in an equivalent number of shares of Darling common stock. For grants made under the 2017 Omnibus Plan, all non-vested stock and RSU awards generally vest ratably on the first three anniversary dates of the grant. Generally, upon voluntary termination of employment or termination for cause, non-vested stock and RSU awards that have not vested are forfeited; whereas, upon, death, disability, qualifying retirement or termination without cause, a pro-rata portion of the unvested non-vested stock and RSU awards will vest and be payable. A summary of the Company’s non-vested stock and RSU awards as of December 31, 2022, and changes during the year ended is as follows: Non-Vested, and RSU Weighted Average Stock awards outstanding December 28, 2019 750 $ 15.50 Shares granted 11,000 35.66 Shares vested (375) 15.50 Shares forfeited — — Stock awards outstanding January 2, 2021 11,375 35.00 Shares granted 90,689 56.93 Shares vested (11,545) 35.32 Shares forfeited (2,585) 56.93 Stock awards outstanding January 1, 2022 87,934 56.93 Shares granted 124,416 70.67 Shares vested (35,337) 58.23 Shares forfeited (6,764) 66.67 Stock awards outstanding December 31, 2022 170,249 $ 66.31 Fiscal 2022 LTIP PSU Awards . On January 3, 2022, the Committee granted 115,615 PSUs under the Company's 2022 LTIP. The PSUs are tied to a three Fiscal 2021 LTIP PSU Awards . On January 4, 2021, the Committee granted 126,711 PSUs under the Company's 2021 LTIP. The PSUs are tied to a three-year forward-looking performance period and will be earned based on the Company's average return on gross investment (ROGI), as calculated in accordance with the terms of the award agreement, relative to the average ROGI of the Company's performance peer group companies, with the earned award to be determined in the first quarter of fiscal 2024, after the final results for the relevant performance period are determined. Fiscal 2020 LTIP PSU Awards . On January 6, 2020, the Committee granted 224,481 PSUs under the Company's 2020 LTIP. The PSUs are tied to a three-year forward-looking performance period and will be earned based on the Company's average return on capital employed (ROCE), as calculated in accordance with the terms of the award agreement, relative to the average ROCE of the Company's performance peer group companies over the same performance period, with the earned award to be determined in the first quarter of fiscal 2023, after the final results for the relevant performance period are determined. Under the 2022 LTIP, 2021 LTIP and 2020 LTIP, PSUs were granted at target level; however, actual awards may vary between 0% and 225% of the target number of PSUs, depending on the performance level achieved. In addition, the number of PSUs earned may be reduced (up to 30%) or increased (capped at the maximum payout) based on the Company's total shareholder return (TSR) over the performance period. The fair value of each PSU award under the Company's 2022 LTIP, 2021 LTIP and 2020 LTIP was estimated on the date of grant using a Monte Carlo model with the following weighted average assumptions for fiscal 2022, fiscal 2021 and fiscal 2020. Weighted Average 2022 2021 2020 Expected dividend yield 0.0% 0.0% 0.0% Risk-free interest rate 1.04% 0.16% 1.55% Expected term 3.00 years 3.00 years 2.99 years Expected volatility 44.1% 39.9% 25.8% A summary of the Company’s 2022, 2021 and 2020 LTIP PSU awards as of December 31, 2022, and changes during the year ended is as follows: LTIP PSU Weighted Average LTIP PSU awards outstanding December 28, 2019 1,893,473 $ 12.54 Granted 224,481 31.80 Additional PSU awards vested from performance 434,666 11.14 Stock issued for PSUs (349,210) 8.91 Forfeited (332) 26.88 LTIP PSU awards outstanding January 2, 2021 2,203,078 $ 14.80 Granted 126,711 61.12 Additional PSU awards vested from performance 367,109 20.60 Stock issued for PSUs (1,276,120) 14.17 Forfeited (21,600) 32.45 LTIP PSU awards outstanding January 1, 2022 1,399,178 $ 20.82 Granted 115,615 75.13 Additional PSU awards vested from performance 367,746 21.50 Stock issued for PSUs (1,429,198) 15.87 Forfeited (14,035) 57.54 LTIP PSU awards outstanding December 31, 2022 439,306 $ 50.58 Nonemployee Director Restricted Stock, Restricted Stock Unit and Deferred Stock Unit Awards. The Company has historically paid a portion of the annual compensation package provided to its non-employee directors in equity, which since fiscal 2014 has been in the form of restricted stock units. During fiscal 2022 and fiscal 2021, each non-employee director received $135,000 of restricted stock units, with directors appointed after the annual meeting receiving a prorated portion of such amount. The number of restricted stock units issued is calculated using the closing price of the Company’s stock on the date of grant. The award vests (and is no longer subject to forfeiture) on the first to occur of (i) the first anniversary of the grant date, (ii) the grantee’s separation from service as a result of death or disability, or (iii) a change of control. The award will become “payable” in shares of the Company’s stock in a single lump sum payment as soon as possible following a grantee’s separation from service, subject to a grantee’s right to elect earlier distributions under certain circumstances. If a grantee ceases to be a director for any reason other than death or disability prior to vesting, the grantee will receive a prorated amount of the award up to the date of separation. Beginning in fiscal 2022, non-employee directors may also elect to receive all or a portion of their cash fees in the form of deferred stock units (“DSUs”), which are payable in shares of the Company's common stock. A summary of the Company’s non-employee director RSU and DSU awards as of December 31, 2022, and changes during the year ended is as follows: Restricted stock and Director RSUs and Director DSUs Weighted Average Stock awards outstanding December 28, 2019 261,364 $ 16.89 Shares granted 48,267 20.51 Shares where the restriction lapsed (73,354) 16.33 Shares forfeited — — Stock awards outstanding January 2, 2021 236,277 17.79 Shares granted 18,098 70.86 Shares where the restriction lapsed (68,200) 19.21 Shares forfeited — — Stock awards outstanding January 1, 2022 186,175 22.43 Shares granted 22,759 73.03 Shares where the restriction lapsed — — Shares forfeited — — Stock awards outstanding December 31, 2022 208,934 $ 27.94 |
Comprehensive Income
Comprehensive Income | 12 Months Ended |
Dec. 31, 2022 | |
Comprehensive Income [Abstract] | |
COMPREHENSIVE INCOME | COMPREHENSIVE INCOME/(LOSS) The Company follows Financial Accounting Standards Board (“FASB”) authoritative guidance for reporting and presentation of comprehensive income or loss and its components. Other comprehensive income (loss) is derived from adjustments that reflect pension adjustments, natural gas swap adjustments, corn option adjustments, soybean meal forward adjustments, foreign exchange forward and option adjustments, heating oil swap adjustments and foreign currency translation adjustments. In fiscal 2022, fiscal 2021 and fiscal 2020, the Company's DGD Joint Venture entered into heating oil derivatives that were deemed to be cash flow hedges. As a result, the Company has accrued the other comprehensive income/(loss) portion belonging to Darling with an offset to the investment in DGD as required by FASB ASC Topic 323. The components of other comprehensive income/(loss) and the related tax impacts for the years ended December 31, 2022, January 1, 2022 and January 2, 2021 are as follows (in thousands): Before-Tax Tax (Expense) Net-of-Tax Amount or Benefit Amount Year Ended January 2, 2021 Defined Benefit Pension Plans Actuarial (loss)/gain recognized $ (9,470) $ 2,547 $ (6,923) Amortization of actuarial gain/(loss) 3,405 (862) 2,543 Amortization of prior service costs 33 (8) 25 Amortization of curtailment 69 (15) 54 Amortization of settlement (30) 7 (23) Other 11 — 11 Total defined benefit pension plans (5,982) 1,669 (4,313) Soybean meal option derivatives Reclassified to earnings 49 (12) 37 Activity recognized in other comprehensive income (loss) 349 (89) 260 Total soybean meal derivatives 398 (101) 297 Heating oil swap derivatives Activity recognized in other comprehensive income (loss) 1,457 (353) 1,104 Total heating oil derivatives 1,457 (353) 1,104 Corn option derivatives Reclassified to earnings 123 (31) 92 Activity recognized in other comprehensive income (loss) (7,803) 1,980 (5,823) Total corn options (7,680) 1,949 (5,731) Foreign exchange derivatives Reclassified to earnings (13,809) 5,114 (8,695) Activity recognized in other comprehensive income (loss) 24,325 (9,009) 15,316 Total foreign exchange derivatives 10,516 (3,895) 6,621 Foreign currency translation 73,845 (3,525) 70,320 Other comprehensive income/(loss) $ 72,554 $ (4,256) $ 68,298 Year Ended January 1, 2022 Defined Benefit Pension Plans Actuarial (loss)/gain recognized $ 12,415 $ (3,185) $ 9,230 Amortization of actuarial gain/(loss) 4,228 (978) 3,250 Amortization of prior service costs 25 (3) 22 Amortization of settlement 210 (27) 183 Other (16) — (16) Total defined benefit pension plans 16,862 (4,193) 12,669 Soybean meal option derivatives Reclassified to earnings (274) 70 (204) Activity recognized in other comprehensive income (loss) 85 (22) 63 Total soybean meal derivatives (189) 48 (141) Heating oil swap derivatives Activity recognized in other comprehensive income (loss) 1,199 (305) 894 Total heating oil derivatives 1,199 (305) 894 Corn option derivatives Reclassified to earnings 17,005 (4,319) 12,686 Activity recognized in other comprehensive income (loss) (14,541) 3,693 (10,848) Total corn options 2,464 (626) 1,838 Foreign exchange derivatives Reclassified to earnings (2,333) 826 (1,507) Activity recognized in other comprehensive income (loss) (6,694) 2,368 (4,326) Total foreign exchange derivatives (9,027) 3,194 (5,833) Foreign currency translation (77,287) 3,068 (74,219) Other comprehensive income/(loss) $ (65,978) $ 1,186 $ (64,792) Year Ended December 31, 2022 Defined Benefit Pension Plans Actuarial gain/(loss) recognized $ 9,884 $ (2,645) $ 7,239 Amortization of actuarial gain/(loss) 2,235 (584) 1,651 Amortization of prior service costs 22 (5) 17 Amortization of settlement (22) 5 (17) Special termination benefits recognized 38 (10) 28 Other 48 — 48 Total defined benefit pension plans 12,205 (3,239) 8,966 Soybean meal option derivatives Reclassified to earnings (521) 132 (389) Activity recognized in other comprehensive income (loss) 975 (247) 728 Total soybean meal derivatives 454 (115) 339 Heating oil swap derivatives Activity recognized in other comprehensive income (loss) (3,294) 836 (2,458) Total heating oil derivatives (3,294) 836 (2,458) Corn option derivatives Reclassified to earnings 15,408 (3,914) 11,494 Activity recognized in other comprehensive income (loss) (10,653) 2,706 (7,947) Total corn options 4,755 (1,208) 3,547 Foreign exchange derivatives Reclassified to earnings (14,549) 4,737 (9,812) Activity recognized in other comprehensive income (loss) 32,644 (10,628) 22,016 Total foreign exchange derivatives 18,095 (5,891) 12,204 Foreign currency translation (89,686) 1,830 (87,856) Other comprehensive income/(loss) $ (57,471) $ (7,787) $ (65,258) Fiscal Year Ended December 31, 2022 January 1, 2022 January 2, 2021 Statement of Operations Classification Derivative instruments Soybean meal option derivatives $ 521 $ 274 $ (49) Net sales Foreign Exchange derivatives 14,549 2,333 13,809 Net sales Corn option derivatives (15,408) (17,005) (123) Cost of sales and operating expenses (338) (14,398) 13,637 Total before tax (955) 3,423 (5,071) Income taxes (1,293) (10,975) 8,566 Net of tax Defined benefit pension plans Amortization of prior service cost $ (22) $ (25) $ (33) (a) Amortization of actuarial loss (2,235) (4,228) (3,405) (a) Amortization of curtailment — — (69) (a) Amortization of settlement 22 (210) 30 (a) Special termination benefits recognized (38) — — (a) (2,273) (4,463) (3,477) Total before tax 594 1,008 878 Income taxes (1,679) (3,455) (2,599) Net of tax Total reclassifications $ (2,972) $ (14,430) $ 5,967 Net of tax (a) These items are included in the computation of net periodic pension cost. See Note 15 Employee Benefit Plans for additional information. The following table presents changes in each component of accumulated comprehensive loss as of December 31, 2022 as follows (in thousands): Fiscal Year Ended December 31, 2022 Foreign Currency Derivative Defined Benefit Translation Instruments Pension Plans Total Accumulated Other Comprehensive loss January 1, 2022, attributable to Darling, net of tax $ (289,586) $ (6,456) $ (25,648) $ (321,690) Other comprehensive loss before reclassifications (87,856) 12,339 7,287 (68,230) Amounts reclassified from accumulated other comprehensive income — 1,293 1,679 2,972 Net current-period other comprehensive income/(loss) (87,856) 13,632 8,966 (65,258) Noncontrolling interest (3,074) — — (3,074) Accumulated Other Comprehensive loss December 31, 2022, attributable to Darling, net of tax $ (374,368) $ 7,176 $ (16,682) $ (383,874) |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Employee Benefit Plans [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS The Company has retirement and pension plans covering a substantial number of its domestic and foreign employees. Most retirement benefits are provided by the Company under separate final-pay noncontributory and contributory defined benefit and defined contribution plans for all salaried and hourly employees (excluding those covered by union-sponsored plans) who meet service and age requirements. Although various defined benefit formulas exist for employees, generally these are based on length of service and earnings patterns during employment. Effective January 1, 2012, the Company's Board of Directors authorized the Company to proceed with the restructuring of its domestic retirement benefit program to include the closing of Darling's domestic salaried and hourly defined benefit plans to new participants as well as the freezing of service and wage accruals thereunder effective December 31, 2011 (a curtailment of these plans for financial reporting purposes) and the enhancing of benefits under the Company's domestic defined contribution plans. The Company-sponsored domestic hourly union plan has not been curtailed; however, several locations of the Company-sponsored domestic hourly union plan have been curtailed as a result of collective bargaining renewals for those sites. The Company maintains defined contribution plans both domestically and at its foreign entities. The Company's matching portion and annual employer contributions to the Company's domestic defined contribution plans for fiscal 2022, 2021 and 2020 were approximately $10.1 million, $10.9 million and $11.3 million, respectively. The Company's matching portion and annual employer contributions to the Company's foreign defined contribution plans for fiscal 2022, 2021 and 2020 were approximately $8.6 million, $9.6 million and $8.5 million, respectively. The Company recognizes the over-funded or under-funded status of the Company's defined benefit post-retirement plans as an asset or liability in the Company's balance sheet, with changes in the funded status recognized through comprehensive income/(loss) in the year in which they occur. The Company uses the month-end date of December 31 as the measurement date for all of the Company's defined benefit plans, which is the closest month-end to the Company's fiscal year-end. The following table sets forth the plans’ funded status for the Company's domestic and foreign defined benefit plans and amounts recognized in the Company's Consolidated Balance Sheets based on the measurement date (December 31, 2022 and December 31, 2021) (in thousands): December 31, January 1, Change in projected benefit obligation: Projected benefit obligation at beginning of period $ 225,808 $ 235,977 Service cost 3,149 3,127 Interest cost 5,231 4,816 Employee contributions 353 335 Plan combinations — 5,783 Plan amendments — 40 Actuarial gain (52,490) (9,031) Benefits paid (9,919) (9,801) Effect of settlement (476) (1,572) Special termination benefit recognized 38 — Other (4,148) (3,866) Projected benefit obligation at end of period 167,546 225,808 Change in plan assets: Fair value of plan assets at beginning of period 188,718 178,978 Actual return on plan assets (33,841) 13,139 Employer contributions 5,570 3,878 Employee contributions 353 335 Plan combinations — 5,510 Benefits paid (9,919) (9,801) Effect of settlement (476) (1,572) Other (2,639) (1,749) Fair value of plan assets at end of period 147,766 188,718 Funded status (19,780) (37,090) Net amount recognized $ (19,780) $ (37,090) Amounts recognized in the consolidated balance Noncurrent assets $ 3,910 $ 114 Current liability (1,152) (936) Noncurrent liability (22,538) (36,268) Net amount recognized $ (19,780) $ (37,090) Amounts recognized in accumulated other Net actuarial loss $ 22,176 $ 34,304 Prior service cost 101 176 Net amount recognized (a) $ 22,277 $ 34,480 (a) Amounts do not include deferred taxes of $5.6 million and $8.8 million at December 31, 2022 and January 1, 2022, respectively. The amounts included in “Other” in the above table reflect the impact of foreign exchange translation for plans in Brazil, Belgium, Canada, France, Germany, Japan, Netherlands, Poland and United Kingdom. The Company's domestic pension plan benefits comprise approximately 71% and 70% of the projected benefit obligation for fiscal 2022 and fiscal 2021, respectively. Additionally, the Company has made required and tax deductible discretionary contributions to its domestic pension plans in fiscal 2022 and fiscal 2021 of approximately $2.0 million and $0.2 million, respectively. The Company made required and tax deductible discretionary contributions to its foreign pension plans in fiscal 2022 and fiscal 2021 of approximately $3.6 million and $3.7 million, respectively. A significant component of the overall decrease in the Company's benefit obligation for the fiscal year ended December 31, 2022 was from the change in the weighted-average discount rates at the measurement dates, which increased from 2.40% at December 31, 2021 to 4.82% at December 31, 2022. Information for pension plans with accumulated benefit obligations in excess of plan assets is as follows (in thousands): December 31, January 1, Projected benefit obligation $ 110,039 $ 182,644 Accumulated benefit obligation 107,807 180,303 Fair value of plan assets 86,441 147,663 The Company's service cost component of net periodic pension cost is included in compensation costs while all components of net periodic pension cost other than the service cost component are included in the line item “Other expense, net” in the Company's Consolidated Statements of Operations. Net pension cost includes the following components (in thousands): December 31, January 1, January 2, Service cost $ 3,149 $ 3,127 $ 3,060 Interest cost 5,231 4,816 5,721 Expected return on plan assets (8,604) (9,287) (8,161) Net amortization and deferral 2,257 4,253 3,438 Curtailment — — (678) Settlement (22) 210 (22) Special termination benefit recognized 38 — — Net pension cost $ 2,049 $ 3,119 $ 3,358 Weighted average assumptions used to determine benefit obligations were: December 31, January 1, January 2, Discount rate 4.82% 2.40% 2.10% Rate of compensation increase 0.55% 0.50% 0.45% Weighted average assumptions used to determine net periodic benefit cost for the employee benefit pension plans were: December 31, January 1, January 2, Discount rate 0.68% 1.32% 2.13% Rate of increase in future compensation levels 0.51% 0.52% 0.41% Expected long-term rate of return on assets 4.75% 5.40% 5.92% Consideration was made to the long-term time horizon for the (U.S. and Canada's) plans' benefit obligations as well as the related asset class mix in determining the expected long-term rate of return. Historical returns are also considered, over the long-term time horizon, in determining the expected return. Considering the overall asset mix of approximately 50% equity and 50% fixed income with equity exposure on a declining trend since the implementation of the glide path for the U.S. plans, the Company believes it is reasonable to expect a long-term rate of return of 5.2% for the (U.S. and Canada's) plans' investments as a whole. The remaining foreign plans' assets are principally invested under insurance contracts arrangements which have weighted average expected long-term rate of returns of 1.9%. The investment objectives have been established in conjunction with a comprehensive review of the current and projected financial requirements. The primary investment objectives are: 1) to have the ability to pay all benefit and expense obligations when due; 2) to maximize investment returns within reasonable and prudent levels of risk in order to minimize contributions; and 3) to maintain flexibility in determining the future level of contributions. Investment results and changing discount rates are the most critical elements in achieving funding objectives; however, contributions are used as a supplemental source of funding as deemed appropriate. The investment guidelines are based upon an investment horizon of greater than ten years; therefore, interim fluctuations are viewed with this perspective. The strategic asset allocation is based on this long-term perspective and the plans' funded status. However, because the participants’ average age is somewhat older than the typical average plan age, consideration is given to retaining some short-term liquidity. Analysis of the cash flow projections of the plans indicates that benefit payments will continue to exceed contributions. The results of a thorough asset-liability study completed during 2012 established a dynamic asset allocation glide path (the “Glide Path”) by which the U.S. plans' asset allocations are determined. The Glide Path designates intervals based on funded status which contain a corresponding allocation to equities/real assets and fixed income. As the U.S. plans' funded status improves, the allocations become more conservative, and the opposite is true when the funded status declines. Fixed Income 35% - 80% Equities 20% - 65% The equity allocation is invested in stocks traded on one of the U.S. stock exchanges or in foreign companies whose stock is traded outside the U.S. and/or companies that conduct the major portion of their business outside the U.S. Securities convertible into such stocks, convertible bonds and preferred stock, may also be purchased. The portfolio may invest in American Depository Receipts (“ADR”). The majority of the equities are invested in mutual funds that are well-diversified among growth and value stocks, as well as large, mid, and small cap assets. This mix is balanced based on the understanding that large cap stocks are historically less volatile than small cap stocks: however, smaller cap stocks have historically outperformed larger cap stocks. The emerging markets portion of the equity allocation is held below 10% due to greater volatility in the asset class. Risk adjusted returns are the primary driver of allocation choices within these asset classes. The portfolio is well-diversified in terms of companies, industries and countries. The diversified asset portion of the allocation will invest in securities with a goal to outpace inflation and preserve their value. The securities in this allocation may consist of inflation-indexed bonds, securities of real estate companies, commodity index-linked notes, fixed-income securities, securities of natural resource companies, master limited partnerships, publicly-listed infrastructure companies, and floating rate debt. All investment objectives are expected to be achieved over a market cycle anticipated to be a period of five The following table presents fair value measurements for the Company's defined benefit plans’ assets as categorized using the fair value hierarchy under FASB authoritative guidance (in thousands): Total Quoted Prices in Significant Other Significant (In thousands of dollars) Fair Value (Level 1) (Level 2) (Level 3) Balances as of January 1, 2022 Fixed Income: Long Term $ 29,180 $ 29,180 $ — $ — Short Term 3,951 3,951 — — Equity Securities: Domestic equities 45,783 45,783 — — International equities 31,549 31,549 — — Insurance contracts 17,919 — 14,937 2,982 Total categorized in fair value hierarchy 128,382 110,463 14,937 2,982 Other investments measured at NAV 60,336 Totals $ 188,718 $ 110,463 $ 14,937 $ 2,982 Balances as of December 31, 2022 Fixed Income: Long Term $ 23,028 $ 23,028 $ — $ — Short Term 4,539 4,539 — — Equity Securities: Domestic equities 33,369 33,369 — — International equities 23,465 23,465 — — Insurance contracts 16,713 — 14,970 1,743 Total categorized in fair value hierarchy 101,114 84,401 14,970 1,743 Other investments measured at NAV 46,652 Totals $ 147,766 $ 84,401 $ 14,970 $ 1,743 The majority of the U.S. and Canada plan pension assets are invested in mutual funds; however, some assets are invested in pooled separate accounts (“PSA”) which have similar mutual fund counterparts. PSA accounts are generally used to access lower fund management expenses when compared to their mutual fund counterparts. The mutual funds are generally invested in institutional shares, retirement shares, or A-shares with no loads. The fair value of each mutual fund and PSA is based on the market value of the underlying investments. The U.S. pension plans PSA for fiscal 2022 and fiscal 2021 utilized net asset value (“NAV”) per share (or its equivalent) to measure its investments, as a practical expedient in accordance with ASC Topic 820, Fair Value Measurements and have not been classified in the fair value hierarchy in the above table. The majority of the foreign pension assets are held under insurance contracts where the investment risk for the accumulated benefit obligation rests with the insurer, which the Company has no specific detailed asset information. The fair value measurement of plan assets using significant unobservable inputs (level 3) changed due to the following: Insurance (in thousands of dollars) Contracts Balance as of January 2, 2021 $ 3,249 Unrealized gains (losses) relating to instruments still held in the reporting period. (16) Purchases, sales, and settlements — Exchange rate changes (251) Balance as of January 1, 2022 2,982 Unrealized gains (losses) relating to instruments still held in the reporting period. (1,055) Purchases, sales, and settlements — Exchange rate changes (184) Balance as of December 31, 2022 $ 1,743 Contributions The Company's funding policy for employee benefit pension plans is to contribute annually not less than the minimum amount required nor more than the maximum amount that can be deducted for federal income tax purposes. Contributions are intended to provide not only for benefits attributed to service to date but also for those expected to be earned in the future. Based on current actuarial estimates, the Company expects to make payments of approximately $3.6 million to meet funding requirements for its domestic and foreign pension plans in fiscal 2023. Estimated Future Benefit Payments The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid (in thousands): Year Ending Pension Benefits 2023 $ 11,017 2024 11,489 2025 11,904 2026 12,162 2027 12,995 Years 2028 – 2032 64,486 Multiemployer Pension Plans The Company participates in various multiemployer pension plans which provide defined benefits to certain employees covered by labor contracts in the United States. These plans are not administered by the Company and contributions are determined in accordance with provisions of negotiated labor contracts to meet their pension benefit obligations to their participants. The FASB issued guidance requiring companies to provide additional disclosures related to individually significant multiemployer pension plans. The Company's contributions to each individual multiemployer plan represent less than 5% of the total contributions to each such plan. Based on the most currently available information, the Company has determined that, if a withdrawal were to occur, withdrawal liabilities on two of the plans in which the Company currently participates could be material to the Company. The following table provides more detail on these significant multiemployer plans (contributions in thousands): Expiration Pension EIN Pension Pension Protection Act Zone Status FIP/RP Status Pending/ Contributions Date of Collective Bargaining Fund Plan Number 2022 2021 Implemented 2022 2021 2020 Agreement Western Conference of Teamsters Pension Plan 91-6145047 / 001 Green Green No $ 1,516 $ 1,294 $ 1,429 May 2025 (b) Central States, Southeast and Southwest Areas Pension Plan (a) 36-6044243 / 001 Red Red Yes 899 811 886 April 2026 (c) All other multiemployer plans 1,035 1,107 914 Total Company Contributions $ 3,450 $ 3,212 $ 3,229 (a) In July 2005 this plan received a 10 year extension from the IRS for amortizing unfunded liabilities. In April 2016 the IRS approved a modification of the amortization extension. (b) The Company has several plants that participate in the Western Conference of Teamsters Pension Plan under collective bargaining agreements that require minimum funding contributions. Certain of these agreements have expired and are being renegotiated with others having expiration dates through May 31, 2025. (c) The Company has several processing plants that participate in the Central States, Southeast and Southwest Areas Pension Plan under collective bargaining agreements that require minimum funding contributions. The agreements have expiration dates through April 2, 2026. With respect to the other multiemployer pension plans in which the Company participates and which are not individually significant, five plans have certified as critical or red zone and one plan has certified as endangered or yellow zone, as defined by the Pension Protection Act of 2006. The Company's portion of contributions to all plans amounted to $3.5 million, $3.2 million and $3.2 million for the years ended December 31, 2022, January 1, 2022 and January 2, 2021, respectively. The Company has withdrawal liabilities recorded on three U.S. multiemployer plans in which it participated. As of December 31, 2022, the Company has an aggregate accrued liability of approximately $3.9 million representing the present value of scheduled withdrawal liability payments on the remaining multiemployer plans that have given notices of withdrawals. While the Company has no ability to calculate a possible current liability for under-funded multiemployer plans that could terminate or could require additional funding under the Pension Protection Act of 2006, the amounts could be material. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | DERIVATIVES The Company’s operations are exposed to market risks relating to commodity prices that affect the Company’s cost of raw materials, finished product prices and energy costs and the risk of changes in interest rates and foreign currency exchange rates. The Company makes limited use of derivative instruments to manage cash flow risks related to natural gas usage, diesel fuel usage, inventory, forecasted sales and foreign currency exchange rates. The Company does not use derivative instruments for trading purposes. At December 31, 2022, the Company had foreign currency option and forward contracts, soybean meal forward contracts and corn option contracts outstanding that qualified and were designated for hedge accounting as well as corn forward contracts, soybean meal forward contracts, heating oil options and foreign currency forward contracts that did not qualify and were not designated for hedge accounting. Cash Flow Hedges In fiscal 2022, fiscal 2021 and fiscal 2020, the Company entered into foreign exchange option and forward contracts that are considered cash flow hedges. Under the terms of the foreign exchange contracts, the Company hedged a portion of its forecasted collagen sales in currencies other than the functional currency through the fourth quarter of fiscal 2024. At December 31, 2022 and January 1, 2022, the aggregate fair value of these foreign exchange contracts was approximately $13.8 million and $0.6 million, respectively. The amounts are included in other current assets, other noncurrent assets, accrued expenses and noncurrent liabilities on the balance sheet, with an offset recorded in accumulated other comprehensive loss. In fiscal 2022, fiscal 2021 and fiscal 2020, the Company entered into corn option contracts that are considered cash flow hedges. Under the terms of the corn option contracts the Company hedged a portion of its forecasted sales of BBP into the second quarter of fiscal 2023. At December 31, 2022 and January 1, 2022, the aggregate fair value of the corn contracts was $0.9 million and $2.8 million, respectively. The amounts are included in other current assets and accrued expenses on the balance sheet. In fiscal 2022, fiscal 2021 and fiscal 2020, the Company entered into soybean meal forward contracts to hedge a portion of its forecasted poultry meal sales into the third quarter of fiscal 2023. At December 31, 2022 and January 1, 2022, the aggregate fair value of the soybean meal contracts was $0.6 million and $0.1 million, respectively. The amounts are included in other current assets on the balance sheet. At December 31, 2022, the Company had the following outstanding forward contract amounts that were entered into to hedge the future payments of intercompany note transactions, foreign currency transactions in currencies other than the functional currency and forecasted transactions in currencies other than the functional currency (in thousands): Functional Currency Contract Currency Type Amount Type Amount Brazilian real 627 Euro 110 Brazilian real 3,458,502 U.S. Dollar 807,739 Euro 33,631 U.S. Dollar 35,505 Euro 26,798 Polish zloty 126,500 Euro 12,982 Japanese yen 1,859,840 Euro 18,827 Chinese renminbi 138,363 Euro 17,221 Australian dollar 26,800 Euro 3,398 British pound 2,972 Euro 34 Canadian dollar 50 Polish zloty 38,373 Euro 8,155 Polish zloty 1,212 U.S. dollar 274 British pound 284 Euro 325 British pound 446 U.S. dollar 544 Japanese yen 360,425 U.S. dollar 2,753 U.S. dollar 746 Japanese yen 101,000 U.S. dollar 352 Euro 330 Australian dollar 159 Euro 100 The above foreign currency contracts had an aggregate fair value of approximately $11.7 million and are included in other current assets, noncurrent assets, accrued expenses and noncurrent liabilities at December 31, 2022. The Company estimates the amount that will be reclassified from accumulated other comprehensive loss at December 31, 2022 into earnings over the next 12 months will be approximately $12.2 million. As of December 31, 2022, no amounts have been reclassified into earnings as a result of the discontinuance of cash flow hedges. The table below summarizes the effect of derivatives not designated as hedges on the Company's consolidated statements of operations for the year ended December 31, 2022, January 1, 2022 and January 2, 2021 (in thousands): Loss or (Gain) Recognized in Income on Derivatives Not Designated as Hedges For The Year Ended Derivatives not designated as hedging instruments Location December 31, 2022 January 1, 2022 January 2, 2021 Foreign exchange Foreign currency loss/(gain) $ 42,690 $ 21,698 $ (3,840) Foreign exchange Net sales (1,108) 1,178 (778) Foreign exchange Cost of sales and operating expenses (949) (844) (664) Foreign exchange Selling, general and administrative expense (4,200) 3,405 4,976 Corn options and futures Net sales (2,092) (3,564) (1,091) Corn options and futures Cost of sales and operating expenses 5,447 5,669 (50) Heating oil swaps and options Net sales — — (38) Heating oil swaps and options Selling, general and administrative expense 122 — — Soybean meal Net sales (1,730) — — Total $ 38,180 $ 27,542 $ (1,485) At December 31, 2022, the Company had forward purchase agreements in place for purchases of approximately $243.3 million of natural gas and diesel fuel. The Company intends to take physical delivery of the commodities under the forward purchase agreements and accordingly, these contracts are not subject to the requirements of fair value accounting because they qualify as normal purchases. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENT FASB authoritative guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements including guidance related to nonrecurring measurements of nonfinancial assets and liabilities. The following tables presents the Company's financial instruments that are measured at fair value on a recurring and nonrecurring basis as of December 31, 2022 and January 1, 2022 and are categorized using the fair value hierarchy under FASB authoritative guidance. The fair value hierarchy has three levels based on the reliability of the inputs used to determine the fair value. Fair Value Measurements at December 31, 2022 Using Quoted Prices in Significant Other Significant (In thousands of dollars) Total (Level 1) (Level 2) (Level 3) Assets Derivative assets $ 20,324 $ — $ 20,324 $ — Total Assets 20,324 — 20,324 — Liabilities Derivative liabilities 5,406 — 5,406 — Contingent consideration 169,903 — — 169,903 6% Senior Notes 977,200 — 977,200 — 5.25% Senior Notes 485,700 — 485,700 — 3.625% Senior Notes 533,155 — 533,155 — Term loan A-1 398,000 — 398,000 — Term loan A-2 488,813 — 488,813 — Term loan B 199,000 — 199,000 — Revolver 133,003 — 133,003 — Total Liabilities $ 3,390,180 $ — $ 3,220,277 $ 169,903 Fair Value Measurements at January 1, 2022 Using Quoted Prices in Significant Other Significant (In thousands of dollars) Total (Level 1) (Level 2) (Level 3) Assets Derivative assets $ 5,031 $ — $ 5,031 $ — Total Assets 5,031 — 5,031 — Liabilities Derivative liabilities 7,173 — 7,173 — 5.25% Senior Notes 515,600 — 515,600 — 3.625% Senior Notes 591,200 — 591,200 — Term Loan B 200,000 — 200,000 — Revolver 158,400 — 158,400 — Total Liabilities $ 1,472,373 $ — $ 1,472,373 $ — Derivative assets and liabilities consist of the Company's corn option and future contracts, foreign currency forward and option contracts and soybean meal forward contracts which represent the difference between the observable market rates of commonly quoted intervals for similar assets and liabilities in active markets and the fixed swap rate considering the instrument’s term, notional amount and credit risk. See Note 16 Derivatives for discussion on the Company's derivatives. The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximates fair value due to the short maturity of these instruments and as such have been excluded from the table above. The carrying amount for the Company's other debt is not deemed to be significantly different than the fair value and all other instruments have been recorded at fair value. The fair value of the senior notes, term loan A-1, term loan A-2, term loan B and revolver debt is based on market quotation from third-party banks. The fair value measurement of the FASA contingent liability consideration uses significant unobservable inputs (level 3). The changes in contingent consideration are due to the following: (in thousands of dollars) Contingent Consideration Balance as of January 1, 2022 $ — Initial measurement 168,128 Total expense included in earnings during period 3,506 Exchange rate changes (1,731) Balance as of December 31, 2022 $ 169,903 |
Asset Impairment, Exit and Rest
Asset Impairment, Exit and Restructuring Costs | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Asset Impairment, Exit and Restructuring Costs | RESTRUCTURING AND ASSET IMPAIRMENT CHARGES In December 2022, the Company's management reviewed our global network of collagen plants for optimization opportunities and decided to close our Peabody, Massachusetts, plant in 2023. As a result of the restructuring, the Company incurred asset impairment charges of approximately $21.1 million. In addition, in the second quarter of fiscal 2022, the Company lost a large raw material customer at a plant location in Canada that resulted in an asset impairment charge to the Company's intangible assets of approximately $8.6 million. The Company has recorded these impairments in the restructuring and asset impairment charges line on the consolidated statement of operations. In December 2020, due to unfavorable economics in the biodiesel industry, the Company made the decision to shut down processing operations at its biodiesel facilities located in the United States and Canada, and there are no current plans to resume biodiesel production at these facilities in the future. In fiscal 2020, the Company incurred restructuring and asset impairment charges of approximately $38.2 million, which included asset impairment charges of approximately $37.8 million and other factory and operational restructuring charges of approximately $0.4 million. Employee termination costs were not incurred for the year ended January 2, 2021 due to all U.S. employees being transferred to other U.S. plants and the employees in Canada were not given their notifications until after January 2, 2021. In addition to charges incurred in fiscal 2020, the Company incurred additional restructuring and asset impairment charges in fiscal 2021 related to the biodiesel facilities of approximately $0.8 million, with approximately $0.4 million of this amount being employee termination costs in Canada and the remainder representing charges to long-lived assets and other charges. |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2022 | |
CONCENTRATION OF CREDIT RISK [Abstract] | |
CONCENTRATION OF CREDIT RISK | CONCENTRATION OF CREDIT RISKConcentration of credit risk is generally limited due to the Company's diversified customer base and the fact that the Company sells commodities. During fiscal year 2022 and fiscal year 2021, approximately 17% and 11% of our total net sales were to the DGD Joint Venture. No single customer accounted for more than 10% of the Company’s net sales in fiscal year 2020. In addition, at December 31, 2022, approximately 17% of our accounts receivable were due from the DGD Joint Venture and at January 1, 2022, no single customer accounted for more than 10% of the Company's accounts receivable. See Note 23 for additional discussion of the Company's transactions with the DGD Joint Venture. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Contingencies [Abstract] | |
CONTINGENCIES | CONTINGENCIESThe Company is a party to various lawsuits, claims and loss contingencies arising in the ordinary course of its business, including insured worker's compensation, auto, and general liability claims, assertions by certain regulatory and governmental agencies related to permitting requirements and environmental matters, including air, wastewater and storm water discharges from the Company's processing facilities, litigation involving tort, contract, statutory, labor, employment, and other claims, and tax matters. The Company’s workers compensation, auto and general liability policies contain significant deductibles or self-insured retentions. The Company estimates and accrues its expected ultimate claim costs related to accidents occurring during each fiscal year under these insurance policies and carries this accrual as a reserve until these claims are paid by the Company. As a result of the matters discussed above, the Company has established loss reserves for insurance, environmental, litigation and tax contingencies. At December 31, 2022 and January 1, 2022, the reserves for insurance, environmental, litigation and tax contingencies reflected on the balance sheet in accrued expenses and other non-current liabilities were approximately $92.1 million and $78.4 million, respectively. The Company has insurance recovery receivables of approximately $36.0 million and $31.8 million, as of December 31, 2022 and January 1, 2022, related to the insurance contingencies. The Company's management believes these reserves for contingencies are reasonable and sufficient based upon present governmental regulations and information currently available to management; however, there can be no assurance that final costs related to these contingencies will not exceed current estimates. The Company believes that the likelihood is remote that any additional liability from the lawsuits and claims that may not be covered by insurance would have a material effect on the Company's financial position, results of operations or cash flows. Lower Passaic River Area . In December 2009, the Company, along with numerous other entities, received notice from the United States Environmental Protection Agency (“EPA”) that the Company (as alleged successor-in-interest to The Standard Tallow Corporation) is considered a potentially responsible party (a “PRP”) with respect to alleged contamination in the lower 17-mile area of the Passaic River (the “Lower Passaic River”) which is part of the Diamond Alkali Superfund Site located in Newark, New Jersey. The Company’s designation as a PRP is based upon the operation of former plant sites located in Newark and Kearny, New Jersey by The Standard Tallow Corporation, an entity that the Company acquired in 1996. In March 2016, the Company received another letter from EPA notifying the Company that it had issued a Record of Decision (the “ROD”) selecting a remedy for the lower 8.3 miles of the lower Passaic River area at an estimated cost of $1.38 billion. The EPA letter makes no demand on the Company and laid out a framework for remedial design/remedial action implementation in which the EPA will first seek funding from major PRPs. The letter indicates that the EPA has sent the letter to over 100 parties, which include large chemical and refining companies, manufacturing companies, foundries, plastic companies, pharmaceutical companies and food and consumer product companies. The Company asserts that it is not responsible for any liabilities of its former subsidiary The Standard Tallow Corporation, which was legally dissolved in 2000, and that, in any event, the Standard Tallow Corporation did not discharge any of the eight contaminants of concern identified in the ROD (the “COCs”). Subsequently, the EPA conducted a settlement analysis using a third-party allocator and offered early cash out settlements to those PRPs for whom the third-party allocator determined did not discharge any of the COCs. The Company participated in this allocation process, and in November 2019, received a cash out settlement offer from the EPA in the amount of $0.6 million ($0.3 million for each of the former plant sites in question) for liabilities relating to the lower 8.3 miles of the Lower Passaic River area. The Company accepted this settlement offer, and the settlement became effective on April 16, 2021 following the completion of the EPA's administrative approval process. In September 2021, the EPA released a ROD selecting an interim remedy for the upper nine miles of the Lower Passaic River at an expected additional cost of $441 million. In October 2022, the Company, along with other settling defendants, entered into a Consent Decree with the EPA pursuant to which the Company paid $0.3 million to settle liabilities for both of the former plant sites in question related to the upper nine miles of the Lower Passaic River. The Company paid this amount into escrow, as the settlement is subject to the EPA’s administrative approval process, which includes publication, a public comment period and court approval. On September 30, 2016, Occidental Chemical Corporation (“OCC”) entered into an agreement with the EPA to perform the remedial design for the cleanup plan for the lower 8.3 miles of the Passaic River. On June 30, 2018, OCC filed a complaint in the United States District Court for the District of New Jersey against over 100 companies, including the Company, seeking cost recovery or contribution for costs under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) relating to various investigations and cleanups OCC has conducted or is conducting in connection with the Lower Passaic River. According to the complaint, OCC has incurred or is incurring costs which include the estimated cost to complete the remedial design for the cleanup plan for the lower 8.3 miles of the Lower Passaic River. OCC is also seeking a declaratory judgment to hold the defendants liable for their proper shares of future response costs, including the remedial action for the lower 8.3 miles of the Lower Passaic River. The Company, along with 40 of the other defendants, had previously received a release from OCC of its CERCLA contribution claim of $165 million associated with the costs to design the remedy for the lower 8.3 miles of the Lower Passaic River. |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | BUSINESS SEGMENTS The Company sells its products domestically and internationally and operates within three industry segments: Feed Ingredients, Food Ingredients and Fuel Ingredients. The measure of segment profit (loss) includes all revenues, operating expenses (excluding certain amortization of intangibles), and selling, general and administrative expenses incurred at all operating locations and excludes general corporate expenses. Included in corporate activities are general corporate expenses and the amortization of intangibles. Assets of corporate activities include cash, unallocated prepaid expenses, deferred tax assets, prepaid pension, and miscellaneous other assets. Feed Ingredients Feed Ingredients consists principally of (i) the Company's U.S. ingredients business, including the Company's fats and proteins, used cooking oil, trap grease, the Company's Canada ingredients business, and the ingredients and specialty products businesses conducted by Darling Ingredients International under the Sonac and FASA names (proteins, fats, and blood products) and (ii) the Company's bakery residuals business. Feed Ingredients operations process animal by-products and used cooking oil into fats, proteins and hides. Food Ingredients Food Ingredients consists principally of (i) the collagen business conducted by Darling Ingredients International under the Rousselot name, (ii) the natural casings and meat-by-products business conducted by Darling Ingredients International under the CTH name and (iii) certain specialty products businesses conducted by Darling Ingredients International under the Sonac name. Fuel Ingredients The Company's Fuel Ingredients segment consists of (i) the Company's investment in the DGD Joint Venture and (ii) the bioenergy business conducted by Darling Ingredients International under the Ecoson and Rendac names. Business Segments (in thousands): Feed Ingredients Food Ingredients Fuel Ingredients Corporate Total Fiscal Year Ended December 31, 2022 Net Sales $ 4,539,000 $ 1,459,630 $ 533,574 $ — $ 6,532,204 Cost of sales and operating expenses 3,473,506 1,102,250 426,853 — 5,002,609 Gross Margin 1,065,494 357,380 106,721 — 1,529,595 Gain on sale of assets (3,426) (1,008) (60) — (4,494) Selling, general and administrative expenses 258,781 101,681 13,690 62,456 436,608 Restructuring and asset impairment charges 8,557 21,109 — — 29,666 Depreciation and amortization 295,249 59,029 29,500 10,943 394,721 Acquisition and integration costs — — — 16,372 16,372 Equity in net income of Diamond Green Diesel — — 372,346 — 372,346 Segment operating income/(loss) 506,333 176,569 435,937 (89,771) 1,029,068 Equity in net income of other unconsolidated subsidiaries 5,102 — — — 5,102 Segment income/(loss) 511,435 176,569 435,937 (89,771) 1,034,170 Total other expense (140,452) Income before income taxes $ 893,718 Segment assets at December 31, 2022 $ 4,866,351 $ 1,251,473 $ 2,307,199 $ 777,347 $ 9,202,370 Feed Ingredients Food Ingredients Fuel Ingredients Corporate Total Fiscal Year Ended January 1, 2022 Net Sales $ 3,039,500 $ 1,271,629 $ 430,240 $ — $ 4,741,369 Cost of sales and operating expenses 2,206,248 979,232 313,905 — 3,499,385 Gross Margin 833,252 292,397 116,335 — 1,241,984 Gain on sale of assets (550) (88) (320) — (958) Selling, general and administrative expenses 220,078 97,555 16,999 56,906 391,538 Restructuring and asset impairment charges — — 778 — 778 Depreciation and amortization 218,942 60,929 25,436 11,080 316,387 Acquisition and integration costs — — — 1,396 1,396 Equity in net income of Diamond Green Diesel — — 351,627 — 351,627 Segment operating income/(loss) 394,782 134,001 425,069 (69,382) 884,470 Equity in net income of other unconsolidated subsidiaries 5,753 — — — 5,753 Segment income/(loss) 400,535 134,001 425,069 (69,382) 890,223 Total other expense (68,827) Income before income taxes $ 821,396 Segment assets at January 1, 2022 $ 2,714,528 $ 1,205,217 $ 1,658,892 $ 555,091 $ 6,133,728 Feed Ingredients Food Ingredients Fuel Ingredients Corporate Total Fiscal Year Ended January 2, 2021 Net Sales $ 2,072,104 $ 1,185,701 $ 314,118 $ — $ 3,571,923 Cost of sales and operating expenses 1,544,524 920,682 223,609 — 2,688,815 Gross Margin 527,580 265,019 90,509 — 883,108 Loss/(gain) on sale of assets 19 482 (75) — 426 Selling, general and administrative expenses 209,748 97,406 16,014 55,328 378,496 Restructuring and asset impairment charges — — 38,167 — 38,167 Depreciation and amortization 221,187 83,752 34,218 11,021 350,178 Equity in net income of Diamond Green Diesel — — 315,095 — 315,095 Segment operating income/(loss) 96,626 83,379 317,280 (66,349) 430,936 Equity in net income of other unconsolidated subsidiaries 3,193 — — — 3,193 Segment income/(loss) 99,819 83,379 317,280 (66,349) 434,129 Total other expense (80,510) Income before income taxes $ 353,619 Business Segment Property, Plant and Equipment (in thousands): December 31, January 1, January 2, Capital expenditures for the year ended: Feed Ingredients $ 270,157 $ 187,445 $ 176,530 Food Ingredients 72,301 54,799 68,250 Fuel Ingredients 37,568 26,078 30,638 Corporate Activities 11,283 5,804 4,697 Total (a) $ 391,309 $ 274,126 $ 280,115 (a) Excludes capital assets acquired by acquisition in fiscal 2022 and fiscal 2020 of approximately $588.8 million and $18.4 million, respectively. Long-lived assets related to the Company's operations in North America, Europe, China, South American and other were as follows (in thousands): FY 2022 FY 2021 Long-Lived Assets Long-Lived Assets North America $ 5,229,906 $ 3,564,765 Europe 1,276,333 1,259,018 China 120,801 129,767 South America 920,827 77,758 Other 16,406 13,406 Total $ 7,564,273 $ 5,044,714 |
Revenue (Notes)
Revenue (Notes) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | REVENUEThe Company extends payment terms to its customers based on commercially acceptable practices. The term between invoicing and payment due date is not significant. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring finished products or performing services, which is generally based on executed agreement or purchase order. Most of the Company's products are shipped based on the customer specifications. Customer returns are infrequent and not material to the Company. Adjustments to net sales for sales deductions are generally recognized in the same period as the sale or when known. Customers in certain industries or countries may be required to prepay prior to shipment in order to maintain payment protection. These represent short-term prepayment from customers and are not material to the Company. The Company elected to treat shipping and handling as fulfillment costs, which will result in billed freight recorded in cost of sales and netted against freight costs. Sales, value-add, and other taxes collected concurrently with revenue-producing activities are excluded from revenue and booked on a net basis. The following tables present the Company revenues disaggregated by geographic area and major product types by reportable segment for the years ended December 31, 2022, January 1, 2022 and January 2, 2021 (in thousands): Year Ended December 31, 2022 Feed Ingredients Food Ingredients Fuel Ingredients Total Geographic Area North America $ 3,852,559 $ 369,499 $ — $ 4,222,058 Europe 502,432 733,967 533,574 1,769,973 China 25,100 259,584 — 284,684 South America 146,682 40,661 — 187,343 Other 12,227 55,919 — 68,146 Net sales $ 4,539,000 $ 1,459,630 $ 533,574 $ 6,532,204 Major product types Fats $ 1,951,183 $ 205,674 $ — $ 2,156,857 Used cooking oil 519,119 — — 519,119 Proteins 1,476,553 — — 1,476,553 Bakery 333,442 — — 333,442 Other rendering 200,945 — — 200,945 Food ingredients — 1,121,995 — 1,121,995 Bioenergy — — 533,574 533,574 Other 57,758 131,961 — 189,719 Net sales $ 4,539,000 $ 1,459,630 $ 533,574 $ 6,532,204 Year Ended January 1, 2022 Feed Ingredients Food Ingredients Fuel Ingredients Total Geographic Area North America $ 2,577,705 $ 286,852 $ 3,377 $ 2,867,934 Europe 430,549 663,619 426,863 1,521,031 China 19,446 233,766 — 253,212 South America — 31,446 — 31,446 Other 11,800 55,946 — 67,746 Net sales $ 3,039,500 $ 1,271,629 $ 430,240 $ 4,741,369 Major product types Fats $ 1,198,122 $ 182,674 $ — $ 1,380,796 Used cooking oil 319,145 — — 319,145 Proteins 1,022,694 — — 1,022,694 Bakery 287,424 — — 287,424 Other rendering 173,405 — — 173,405 Food ingredients — 961,617 — 961,617 Bioenergy — — 426,863 426,863 Biofuels — — 3,377 3,377 Other 38,710 127,338 — 166,048 Net sales $ 3,039,500 $ 1,271,629 $ 430,240 $ 4,741,369 Year Ended January 2, 2021 Feed Ingredients Food Ingredients Fuel Ingredients Total Geographic Area North America $ 1,694,705 $ 244,929 $ 20,869 $ 1,960,503 Europe 352,748 650,671 293,249 1,296,668 China 13,676 188,417 — 202,093 South America — 38,238 — 38,238 Other 10,975 63,446 — 74,421 Net sales $ 2,072,104 $ 1,185,701 $ 314,118 $ 3,571,923 Major product types Fats $ 661,774 $ 142,963 $ — $ 804,737 Used cooking oil 176,691 — — 176,691 Proteins 830,195 — — 830,195 Bakery 183,759 — — 183,759 Other rendering 178,601 — — 178,601 Food ingredients — 947,928 — 947,928 Bioenergy — — 293,249 293,249 Biofuels — — 20,869 20,869 Other 41,084 94,810 — 135,894 Net sales $ 2,072,104 $ 1,185,701 $ 314,118 $ 3,571,923 Revenue from Contracts with Customers The Company has two primary revenue streams. Finished product revenues are recognized when control of the promised finished product is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the finished product. Service revenues are recognized in net sales when the service occurs. Fats and Proteins . Fats and Proteins include the Company's global activities related to the collection and processing of beef, poultry and pork animal by-products into finished products of non-food grade oils, food grade fats and protein meal. Fats and proteins net sales are recognized when the Company ships the finished product to the customer and control has been transferred. Used Cooking Oil . Used cooking oil includes collection and processing of used cooking oil into finished products of non-food grade fats. Used cooking oil net sales are recognized when the Company ships the finished product to the customer and control has been transferred. Bakery . Bakery includes collection and processing of bakery residuals into finished product including Cookie Meal®, an animal feed ingredient primarily used in poultry and swine rations. Bakery net sales are recognized when the Company ships the finished product to the customer and control has been transferred. Other Rendering . Other rendering include hides, pet food products, and service charges. Hides and pet food net sales are recognized when the Company ships the finished product to the customer and control has been transferred. Service revenues are recognized in net sales when the service has occurred. Food Ingredients. Food ingredients includes collection and processing of pigskin, hide, bone and fish into finished product. It also includes harvesting, sorting and selling of hog and sheep casings as well as harvesting, purchasing and processing of hog, sheep and beef meat for pet food industry. Collagen and CTH meat and casings net sales are recognized when the Company ships the finished product to the customer and control has been transferred. Bioenergy . Bioenergy includes Ecoson, which converts organic sludge and food waste into biogas and Rendac, which collects fallen stock and animal waste for a fee and processes these materials into fats and meals that can only be used as low grade energy or fuel for boilers and cement kilns. Net sales are recognized when the finished product is shipped to the customer and control has been transferred. Service revenues are recognized in net sales when the service has occurred. Biofuels . Biofuels includes the North American processing of rendered animal fats, recycled cooking oils and third party additives to produce diesel fuel. Biofuel net sales are recognized when the finished product is shipped to the customer and control has been transferred. Other . Other includes grease trap collection and environmental services to food processors in the Feed Ingredients segment and Sonac Bone and Sonac Heparin in the Food Ingredients segment. Net sales are recognized when the Company ships the finished product to the customer and control has been transferred. Service revenues are recognized in net sales when the service has occurred. Long-Term Performance Obligations . The Company from time to time enters into long-term contracts to supply certain volumes of finished products to certain customers. Revenue recognized in fiscal 2022, 2021 and 2020 under these long-term supply contracts was approximately $168.4 million, $95.3 million and $54.0 million, respectively, with the remaining performance obligations to be recognized in future periods (generally 4 years) of approximately $1.05 billion. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | RELATED PARTY TRANSACTIONS Raw Material Agreement The Company entered into a Raw Material Agreement with the DGD Joint Venture in May 2011 pursuant to which the Company will offer to supply certain animal fats and used cooking oil at market prices, but the DGD Joint Venture is not obligated to purchase the raw material offered by the Company. Additionally, the Company may offer other feedstocks to the DGD Joint Venture, such as inedible corn oil, purchased on a resale basis. For the years ended December 31, 2022, January 1, 2022 and January 2, 2021, the Company has recorded sales to the DGD Joint Venture of approximately $1.1 billion, $521.7 million and $264.1 million, respectively. At December 31, 2022 and January 1, 2022, the Company has approximately $116.9 million and $43.8 million in outstanding receivables due from the DGD Joint Venture, respectively. In addition, the Company has eliminated additional sales of approximately $62.8 million, $24.0 million and $7.4 million for the years ended December 31, 2022, January 1, 2022 and January 2, 2021, respectively to the DGD Joint Venture and deferred the Company's portion of profit on those sales relating to inventory assets still remaining on the DGD Joint Venture's balance sheet at December 31, 2022, January 1, 2022 and January 2, 2021 of approximately $15.8 million, $6.0 million and $1.4 million, respectively. Revolving Loan Agreement On May 1, 2019, Darling through its wholly owned subsidiary Darling Green Energy LLC, (“Darling Green”), and a third party Diamond Alternative Energy, LLC (“Diamond Alternative” and together with Darling Green, the “DGD Lenders”) entered into a revolving loan agreement (the “DGD Loan Agreement”) with the DGD Joint Venture. The DGD Lenders have committed to make loans available to the DGD Joint Venture in the total amount of $50.0 million with each lender committed to $25.0 million of the total commitment. Any borrowings by the DGD Joint Venture under the DGD Loan Agreement are at the applicable annum rate equal to the sum of (a) the LIBO Rate (meaning Reuters BBA Libor Rates Page 3750) on such day plus (b) 2.50%. The DGD Loan Agreement matures on April 29, 2023, unless extended by agreement of the parties. During the fourth quarter of fiscal 2021, in September 2022 and again in December 2022, the DGD Joint Venture borrowed all $50.0 million available under the DGD Loan Agreement, including the Company's full $25.0 million commitment and paid interest to the Company for the year ended December 31, 2022 and January 1, 2022 of approximately $0.6 million and $0.1 million, respectively. As of December 31, 2022 and January 1, 2022, $25.0 million was owed to Darling Green under the DGD Loan Agreement. This note receivable amount is included in other current assets on the balance sheet and is included in investing activities on the cash flow statement. Guarantee Agreements In February 2020, in connection with the DGD Joint Venture’s expansion project at its Norco, LA facility, the Company entered into two agreements (the “IMTT Terminaling Agreements”) with International-Matex Tank Terminals (“IMTT”), pursuant to which the DGD Joint Venture will move raw material and finished product to and from the IMTT terminal facility by pipeline, thereby providing better logistical capabilities. As a condition to entering into the IMTT Terminaling Agreements, IMTT required that the Company and Valero guarantee their proportionate share, up to $50 million each, of the DGD Joint Venture’s obligations under the IMTT Terminaling Agreements (the “ Guarantee ”), subject to the conditions provided for in the IMTT Terminaling Agreements. The Company has not recorded any liability as a result of the guarantee, as the Company believes the likelihood of having to make any payments under the guarantee is remote. In April 2021, in connection with the DGD Joint Venture’s expansion project at its Port Arthur, TX facility, the Company entered into two agreements (the “GTL Terminaling Agreements”) with GT Logistics, LLC (“GTL”), pursuant to which the DGD Joint Venture will move raw material and finished product to and from the GTL terminal facility by pipeline, thereby providing better logistical capabilities. As a condition to entering into the GTL Terminaling Agreements, GLT required that the Company and Valero guarantee their proportionate share, up to a maximum of approximately $160 million each, of the DGD Joint Venture’s obligations under the GTL Terminaling Agreements (the “ GTL Guarantee ”), subject to the conditions provided for in the GTL Terminaling Agreements. The maximum amount of the GTL Guarantee is reduced over the 20-year initial term of the GTL Terminaling Agreements as the termination fee under such agreements declines. The Company has not recorded any liability as a result of the GTL Guarantee, as the Company believes the likelihood of having to make any payments under the GTL Guarantee is remote. |
Cash Flow Information
Cash Flow Information | 12 Months Ended |
Dec. 31, 2022 | |
Nonmonetary Transactions [Abstract] | |
Cash Flow Information | CASH FLOW INFORMATION The following table sets forth supplemental cash flow information and non-cash transactions (in thousands): Twelve Months Ended December 31, 2022 January 1, 2022 January 2, 2021 Supplemental disclosure of cash flow information: Change in accrued capital expenditures $ 9,558 $ 6,585 $ (4,967) Cash paid during the year for: Interest, net of capitalized interest $ 113,362 $ 58,449 $ 66,216 Income taxes, net of refunds $ 113,013 $ 46,399 $ 36,779 Non-cash operating activities Operating lease right of use asset obtained in exchange for new lease liabilities $ 70,269 $ 56,642 $ 58,052 Non-cash financing activities Debt issued for assets $ 6,103 $ 126 $ 8,123 |
New Accounting Pronoucements
New Accounting Pronoucements | 12 Months Ended |
Dec. 31, 2022 | |
New Accounting Pronoucements [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS | NEW ACCOUNTING PRONOUNCEMENTSThe Company does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
General (Summary of Significant
General (Summary of Significant Accounting Policies) (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
General [Abstract] | |
Basis of Presentation | Basis of PresentationThe consolidated financial statements include the accounts of Darling and its consolidated subsidiaries. Noncontrolling interests represents the outstanding ownership interest in the Company's consolidated subsidiaries that are not owned by the Company. In the accompanying Consolidated Statements of Operations, the noncontrolling interest in net income of the consolidated subsidiaries is shown as an allocation of the Company's net income and is presented separately as “Net income attributable to noncontrolling interests”. In the Company's Consolidated Balance Sheets, noncontrolling interests represents the ownership interests in the Company consolidated subsidiaries' net assets held by parties other than the Company. These ownership interests are presented separately as “Noncontrolling interests” within “Stockholders' Equity.” All intercompany balances and transactions have been eliminated in consolidation. |
Fiscal Year | Fiscal Year The Company has a 52/53 week fiscal year ending on the Saturday nearest December 31. Fiscal years for the consolidated financial statements included herein are for the 52 weeks ended December 31, 2022, the 52 weeks ended January 1, 2022, and the 53 weeks ended January 2, 2021. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term highly liquid instruments, with an original maturity of three months or less, to be cash equivalents. Cash balances are recorded net of book overdrafts when a bank right-of-offset exists. All other book overdrafts are recorded in accounts payable and the change in the related balance is reflected in operating activities on the Consolidated Statement of Cash Flows. In addition, the Company has bank overdrafts, which are considered a form of short-term financing with changes in the related balance reflected in financing activities in the Consolidated Statement of Cash Flows. Restricted cash shown on the Consolidated Balance Sheet as of December 31, 2022 and January 1, 2022, primarily represented amounts set aside as collateral for foreign construction projects and U. S. environmental claims and were insignificant to the Company. Restricted cash included in other assets as of December 31, 2022, primarily represented amounts set aside in the Company's name in escrow for a portion of acquisition consideration that is expected to be paid in the future. A reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of same such amounts shown in the Consolidated Statement of Cash flows is as follows (in thousands): December 31, 2022 January 1, 2022 Cash and cash equivalents $ 127,016 $ 68,906 Restricted cash 315 166 Restricted cash included in other long-term assets 22,837 — Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 150,168 $ 69,072 |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful AccountsThe Company maintains allowances for doubtful accounts for estimated losses resulting from customers’ non-payment of trade accounts receivable owed to the Company. These trade receivables arise in the ordinary course of business from sales of raw material, finished product or services to the Company’s customers. The estimate of allowance for doubtful accounts is based upon the Company’s bad debt experience adjusted for differences in asset-specific risk characteristic, current economic conditions and forecast of future economic conditions. If the financial condition of the Company’s customers deteriorates, resulting in the customers’ inability to pay the Company’s receivables as they come due, additional allowances for doubtful accounts may be required. |
Inventories | InventoriesInventories are stated at the lower of cost or net realizable value. Cost is primarily determined using the first-in, first-out (FIFO) method for the Feed Ingredients and Fuel Ingredients segments. In the Food Ingredients segment cost is primarily determined based on the weighted average cost. |
Long Lived Assets | Long Lived Assets Property, Plant and Equipment Property, plant and equipment are recorded at cost. Depreciation is computed by the straight-line method over the estimated useful lives of assets: 1) Buildings and improvements, 15 to 30 years; 2) Machinery and equipment, 3 to 10 years; 3) Vehicles, 3 to 8 years; and 4) Aircraft, 7 to 10 years. Maintenance and repairs are charged to expense as incurred, and expenditures for major renewals and improvements are capitalized. Intangible Assets Intangible assets with indefinite lives, and therefore, not subject to amortization, consist of trade names acquired in the acquisition of Griffin Industries Inc. on December 17, 2010 (which was subsequently converted to a limited liability company) and its subsidiaries (“Griffin”) and trade names acquired in the acquisition of its Darling Ingredients International business. Intangible assets subject to amortization consist of: 1) collection routes which are made up of groups of suppliers of raw materials in similar geographic areas from which the Company derives collection fees and a dependable source of raw materials for processing into finished products; 2) permits that represent licensing of operating plants that have been acquired, giving those plants the ability to operate; 3) non-compete agreements that represent contractual arrangements with former competitors whose businesses were acquired; 4) trade names; and 5) royalty, product development, consulting, land use rights and leasehold agreements. Amortization expense is calculated using the straight-line method over the estimated useful lives of the assets ranging from: 5 to 21 years for collection routes; 10 to 20 years for permits; 3 to 7 years for non-compete agreements; and 4 to 15 years for trade names. Royalty, product development, patents, consulting, land use rights and leasehold agreements are generally amortized over the term of the agreement. |
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed of | Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed ofThe Company reviews the carrying value of long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset, or related asset group, may not be recoverable from estimated future undiscounted cash flows. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount for which the carrying amount of the asset exceeds the fair value of the asset. |
Goodwill | Goodwill and Indefinite Lived Intangible AssetsGoodwill and indefinite lived intangible assets are tested annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. When assessing the recoverability of goodwill and other indefinite lived intangible assets, the Company may first assess qualitative factors in determining whether it is more likely than not that the fair value of a reporting unit, including goodwill, or an other indefinite lived intangible asset is less than its carrying amount. The qualitative evaluation is an assessment of multiple factors, including the current operating environment, financial performance and market considerations. The Company may elect to bypass this qualitative assessment for some or all of its reporting units or other indefinite lived intangible assets and perform a quantitative test, based on management's judgment. If the Company chooses to bypass the qualitative assessment, it performs the quantitative approach to impairment testing by comparing the fair value of the Company's reporting units to their respective carrying amounts and records an impairment charge for the amount by which the carrying amounts exceeds the fair value; however, the loss recognized, if any, will not exceed the total amount of goodwill allocated to that reporting unit. |
Lessee, Leases [Policy Text Block] | The Company accounts for leases in accordance with Accounting Standard Codification (“ASC”) Topic 842, Leases. The Company determines if an arrangement is a lease at inception for which the Company recognizes the right-of-use (“ROU”) asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. In determining the lease liability, the Company applies a discount rate to the minimum lease payments within each lease. ASC 842 requires the Company to use the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. To estimate the Company's incremental borrowing rate over various terms, a comparable market yield curve consistent with the Company's credit quality is determined. The lease term for all of the Company's leases include the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise or when a triggering event occurs. The Company has elected to not recognize a ROU asset and lease liability with an initial term of 12 months or less at lease commencement. Operating leases are included on the Company's balance sheet as a ROU asset, current operating lease liabilities and long-term operating lease liabilities. For finance leases, the lease liability is initially measured in the same manner and date as for the operating leases, and is subsequently measured at amortized cost using the effective interest method. Finance leases are included in property, plant and equipment, current portion of long-term debt and long-term debt, net of current portion, but are not significant to the Company. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of the lease incentives received. Some leases payments contain rent escalation clauses (including index-based escalations), initially measured using the index at the lease commencement date. The Company recognizes minimum rental expense on a straight-line basis based on the fixed components of the lease arrangement. The Company uses the long-lived assets impairment guidance in ASC subtopic 360-10, Property, Plant and Equipment - Overall, to determine whether the ROU asset is impaired, and if so, the amount of the impairment loss to recognize. The Company monitors for events or changes in circumstances that require a reassessment of one of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in the Consolidated Statement of Operations. |
Environmental Expenditures | Environmental ExpendituresEnvironmental expenditures incurred to mitigate or prevent environmental impacts that have yet to occur and that otherwise may result from future operations are capitalized. Expenditures that relate to an existing condition caused by past operations and that do not contribute to current or future revenues are expensed or charged against established environmental reserves. Reserves are established when environmental impacts have been identified which are probable to require mitigation and/or remediation and the costs are reasonably estimable. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company periodically assesses whether it is more likely than not that it will generate sufficient taxable income to realize its deferred income tax assets. In making this determination, the Company considers all available positive and negative evidence and makes certain assumptions. The Company considers, among other things, its deferred tax liabilities, the overall business environment, its historical earnings and losses, current industry trends and its outlook for taxable income in future years. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained upon examination by the relevant taxing authority. Adjustments are made to the reserves for uncertain tax positions when facts and circumstances change or additional information is available. Judgment is required to assess the impact of ongoing audits conducted by tax authorities in determining the Company’s consolidated income tax provision. The Company recognizes accrued interest and penalties on tax related matters as a component of income tax expense. |
Earnings Per Share | Earnings per ShareBasic income per common share is computed by dividing net income attributable to Darling by the weighted average number of common shares including non-vested and restricted shares with participation rights outstanding during the period. Diluted income per common share is computed by dividing net income attributable to Darling by the weighted average number of common shares outstanding during the period increased by dilutive common equivalent shares determined using the treasury stock method. |
Stock Based Compensation | Stock Based CompensationThe Company recognizes compensation expense ratably over the vesting period in an amount equal to the fair value of the share-based payments (e.g., stock options and non-vested and restricted stock) granted to employees and non-employee directors or by incurring liabilities to an employee or other supplier (a) in amounts based, at least in part, on the price of the entity’s shares or other equity instruments, or (b) that require or may require settlement by issuing the entity’s equity shares or other equity instruments. The Company's policy is to account for forfeitures in the period they occur, rather than estimating a forfeiture rate. The Company does not reclassify excess tax benefits from operating activities to financing activities in the Consolidated Statements of Cash Flows. Additionally, the Company excludes the excess tax benefits from the assumed proceeds available to repurchase shares of common stock in the computation of the Company's diluted earnings per share. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. If it is at least reasonably possible that the estimate of the effect on the financial statements of a condition, situation, or set of circumstances that exist at the date of the financial statements will change in the near term due to one or more future confirming events, and the effect of the change would be material to the financial statements, the Company will disclose the nature of the uncertainty and include an indication that it is at least reasonably possible that a change in the estimate will occur in the near term. If the estimate involves certain loss contingencies, the disclosure will also include an estimate of the probable loss or range of loss or state that an estimate cannot be made. |
Derivative Instruments | Derivative InstrumentsThe Company makes limited use of derivative instruments to manage cash flow risks related to natural gas usage, inventory, forecasted sales and foreign currency exchange rates. The Company does not use derivative instruments for trading purposes. Natural gas swaps and options are entered into with the intent of managing the overall cost of natural gas usage by reducing the potential impact of seasonal weather demands on natural gas that increases natural gas prices. Heating oil swaps and options are entered into with the intent of managing the overall cost of diesel fuel usage by reducing the potential impact of seasonal weather demands on diesel fuel that increases diesel fuel prices. Soybean meal options are entered into with the intent of managing the impact of changing prices for poultry meal sales. Corn options and future contracts are entered into with the intent of managing U.S. forecasted sales of BBP by reducing the impact of changing prices. Foreign currency forward and option contracts are entered into to mitigate the foreign exchange rate risk for transactions designated in a currency other than the local functional currency. Entities are required to report all derivative instruments in the statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, on the reason for holding the instrument. If certain conditions are met, entities may elect to designate a derivative instrument as a hedge of exposures to changes in fair value, cash flows or foreign currencies. If the hedged exposure is a cash flow exposure, the gain or loss on the derivative instrument is reported initially as a component of other comprehensive income (outside of earnings) and is subsequently reclassified into earnings when the forecasted transaction affects earnings. Any amounts excluded from the assessment of hedge effectiveness is reported in earnings immediately. If the derivative instrument is not designated as a hedge, the gain or loss is recognized in earnings in the period of change. Hedge accounting treatment ceases if or when the hedge transaction is no longer probable of occurring or the hedge relationship correlation no longer qualifies for hedge accounting. |
Revenue Recognition | Revenue RecognitionThe Company recognizes revenue on sales when control of the promised finished product is transferred to the Company's customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for the finished product. Service revenues are recognized when the service occurs. Certain customers may be required to prepay prior to shipment in order to maintain payment protection against certain foreign and domestic sales. These amounts are recorded as unearned revenue and recognized when control of the promised finished product is transferred to the Company's customer. See Note 22 to the consolidated financial statements. |
Foreign Currency Transactions and Remeasurement | Foreign Currency Translation and RemeasurementForeign currency translation is included as a component of accumulated other comprehensive loss and reflects the adjustments resulting from translating the foreign currency denominated financial statements of foreign subsidiaries into U.S. dollars. The functional currency of the Company's foreign subsidiaries is the currency of the primary economic environment in which the entity operates, which is generally the local currency of the country. Accordingly, assets and liabilities of the foreign subsidiaries are translated into U.S. dollars at fiscal year end exchange rates, including intercompany foreign currency transactions that are of long-term investment nature. Income and expense items are translated at average exchange rates occurring during the period. Changes in exchange rates that affect cash flows and the related receivables or payables are recognized as transaction gains/(losses) in determining net income. |
Subsequent Events | Subsequent EventsThe Company evaluates subsequent events from the end of the most recent fiscal year through the date the consolidated financial statements are issued. |
Reclassification, Comparability Adjustment | ReclassificationCertain immaterial prior year amounts have been reclassified to conform to current year presentation. |
Business Combinations Policy | Business Combinations The Company accounts for its business combinations using the acquisition method of accounting when the activities acquired have been determined to be a business. The consideration transferred in a business combination is measured at fair value, which is determined as the sum of the acquisition-date fair values of the assets transferred, liabilities incurred by the Company and any equity interests issued by the Company. The consideration transferred is allocated to the tangible and intangible assets acquired and liabilities assumed at their estimated fair value on the acquisition date. The excess of fair value is recorded as goodwill. The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of acquisition. Acquisition costs are expensed as incurred. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates. Depending on the acquisition size, the Company determines the fair values using the assistance of a valuation expert who assists the Company primarily using the cost, market and income approaches and using estimates of future revenue and cash flows, discount rates and the selection of comparable companies. The Company's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of the acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the consolidated statement of operations. |
General (Tables)
General (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
General [Abstract] | |
Net Income per Common Share [Table Text Block] | Net Income per Common Share (in thousands, except per share data) December 31, January 1, January 2, 2022 2022 2021 Income Shares Per-Share Income Shares Per-Share Income Shares Per-Share Basic: Net income attributable to Darling $ 737,690 161,000 $ 4.58 $ 650,914 162,454 $ 4.01 $ 296,819 162,572 $ 1.83 Diluted: Effect of dilutive securities Add: Option shares in the money and dilutive effect of nonvested stock — 3,831 — — 5,468 — — 6,526 — Less: Pro-forma treasury shares — (710) — — (826) — — (1,890) — Diluted: Net income attributable to Darling $ 737,690 164,121 $ 4.49 $ 650,914 167,096 $ 3.90 $ 296,819 167,208 $ 1.78 |
Restrictions on Cash and Cash Equivalents [Table Text Block] | A reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of same such amounts shown in the Consolidated Statement of Cash flows is as follows (in thousands): December 31, 2022 January 1, 2022 Cash and cash equivalents $ 127,016 $ 68,906 Restricted cash 315 166 Restricted cash included in other long-term assets 22,837 — Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 150,168 $ 69,072 |
Investment in Unconsolidated _2
Investment in Unconsolidated Subsidiary (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investment in Affiliate [Abstract] | |
Equity Method Investments | Selected financial information for the Company's DGD Joint Venture is as follows: (in thousands) December 31, 2022 December 31, 2021 Assets: Total current assets $ 1,304,805 $ 686,294 Property, plant and equipment, net 3,866,854 2,710,747 Other assets 61,665 51,514 Total assets $ 5,233,324 $ 3,448,555 Liabilities and members' equity: Total current portion of long term debt $ 217,066 $ 165,092 Total other current liabilities 515,023 295,860 Total long term debt 774,783 344,309 Total other long term liabilities 17,249 17,531 Total members' equity 3,709,203 2,625,763 Total liabilities and member's equity $ 5,233,324 $ 3,448,555 Year Ended December 31, (in thousands) 2022 2021 2020 Revenues: Operating revenues $ 5,501,166 $ 2,342,332 $ 1,267,477 Expenses: Total costs and expenses less depreciation, amortization and accretion expense 4,614,192 1,575,494 592,781 Depreciation, amortization and accretion expense 125,656 58,326 44,882 Operating income 761,318 708,512 629,814 Other income 3,170 678 1,636 Interest and debt expense, net (19,796) (5,936) (1,260) Net income $ 744,692 $ 703,254 $ 630,190 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed in the FASA Acquisition as of August 1, 2022 at the exchange rate of R$5.16:USD$1.00 (in thousands): Accounts receivable $ 76,640 Inventories 43,058 Other current assets 33,327 Property, plant and equipment 142,931 Identifiable intangible assets 161,182 Goodwill 408,589 Operating lease right-of-use assets 583 Other assets 55,191 Deferred tax asset 8,144 Accounts payable (15,920) Current portion of long-term debt (18,680) Accrued expenses (38,708) Long-term debt, net of current portion (41,926) Long-term operating lease liabilities (583) Deferred tax liability (79,691) Other noncurrent liabilities (503) Non-controlling interests (18,058) Purchase price, net of cash acquired $ 715,576 Less hold-back 21,705 Less contingent consideration 168,128 Cash paid for acquisition, net of cash acquired $ 525,743 The following table summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed in the Valley Acquisition as of May 2, 2022 (in thousands): Accounts receivable $ 68,558 Inventories 58,246 Other current assets 13,825 Property, plant and equipment 409,405 Identifiable intangible assets 389,200 Goodwill 358,298 Operating lease right-of-use assets 16,380 Other assets 14,164 Deferred tax asset 1,075 Accounts payable (47,615) Current portion of long-term debt (2,043) Current operating lease liabilities (4,779) Accrued expenses (66,034) Long-term debt, net of current portion (5,995) Long-term operating lease liabilities (11,601) Other noncurrent liabilities (19,436) Purchase price, net of cash acquired $ 1,171,648 |
Business Acquisition, Pro Forma Information | As a result of the Valley Acquisition and the FASA Acquisition, effective May 2, 2022 and August 1, 2022, respectively, the Company began including the operations of the Valley Acquisition and the FASA Acquisition in the Company's consolidated financial statements. The following table presents selected pro forma information, for comparative purposes, assuming the Valley Acquisition and FASA Acquisition had occurred on January 3, 2021 for the periods presented (unaudited) (in thousands): Twelve Months Ended December 31, 2022 January 1, 2022 Net sales $ 7,059,871 $ 5,826,297 Net income 724,064 625,834 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | A summary of inventories follows (in thousands): December 31, 2022 January 1, 2022 Finished product $ 384,289 $ 272,995 Work in process 100,790 81,158 Raw material 69,164 48,186 Supplies and other 119,378 55,126 $ 673,621 $ 457,465 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | A summary of property, plant and equipment follows (in thousands): December 31, 2022 January 1, 2022 Land $ 201,572 $ 161,244 Buildings and improvements 873,080 701,594 Machinery and equipment 2,683,991 2,299,417 Vehicles 433,183 328,768 Aircraft 15,004 9,708 Construction in process 310,180 194,769 4,517,010 3,695,500 Accumulated depreciation (2,054,928) (1,855,420) $ 2,462,082 $ 1,840,080 |
Intangbile assets (Tables)
Intangbile assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INTANGIBLE ASSETS [Abstract] | |
Schedule of Intangible Assets | The gross carrying amount of intangible assets not subject to amortization and intangible assets subject to amortization is as follows (in thousands): December 31, 2022 January 1, 2022 Indefinite Lived Intangible Assets Trade names $ 51,639 $ 53,133 51,639 53,133 Finite Lived Intangible Assets: Collection routes 781,286 337,399 Permits 557,083 475,520 Non-compete agreements 695 645 Trade names 76,549 65,675 Royalty, product development, patents, consulting, land use rights and leasehold 20,971 25,899 1,436,584 905,138 Accumulated Amortization: Collection routes (196,108) (169,984) Permits (368,005) (336,020) Non-compete agreements (563) (441) Trade names (53,486) (46,028) Royalty, product development, patents, consulting, land use rights and leasehold (4,939) (7,997) (623,101) (560,470) Total Intangible assets, less accumulated amortization $ 865,122 $ 397,801 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
GOODWILL [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill (in thousands): Feed Ingredients Food Ingredients Fuel Ingredients Total Balance at January 2, 2021 Goodwill $ 830,321 $ 351,296 $ 126,578 $ 1,308,195 Accumulated impairment losses (15,914) (461) (31,580) (47,955) 814,407 350,835 94,998 1,260,240 Goodwill acquired during year 40 — 161 201 Foreign currency translation (15,498) (18,430) (7,397) (41,325) Balance at January 1, 2022 Goodwill 814,863 332,866 119,342 1,267,071 Accumulated impairment losses (15,914) (461) (31,580) (47,955) 798,949 332,405 87,762 1,219,116 Goodwill acquired during year 767,382 399 30,355 798,136 Goodwill impairment during year — (2,709) — (2,709) Foreign currency translation (25,390) (12,458) (6,318) (44,166) Balance at December 31, 2022 Goodwill 1,556,855 320,807 143,379 2,021,041 Accumulated impairment losses (15,914) (3,170) (31,580) (50,664) $ 1,540,941 $ 317,637 $ 111,799 $ 1,970,377 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ACCRUED EXPENSES [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses consist of the following (in thousands): December 31, 2022 January 1, 2022 Compensation and benefits $ 145,048 $ 123,180 Accrued operating expenses 97,128 81,200 Other accrued expense 189,847 146,301 $ 432,023 $ 350,681 |
(Tables)
(Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Components of Lease Expense | The components of operating lease expense included in cost of sales and operating expenses and selling, general and administrative expenses were as follows (in thousands): Year Ended December 31, 2022 January 1, 2022 January 2, 2021 Operating lease expense $ 49,377 $ 48,049 $ 45,362 Short-term lease costs 31,133 25,141 25,868 Total lease cost $ 80,510 $ 73,190 $ 71,230 Other information (in thousands, except lease terms and discount rates): Year Ended December 31, 2022 January 1, 2022 January 2, 2021 Cash paid for amounts included in the measurement lease liabilities: Operating cash flows from operating leases $ 53,359 $ 50,258 $ 52,055 Operating right-of-use assets, net $ 186,141 $ 155,464 Operating lease liabilities, current $ 49,232 $ 38,168 Operating lease liabilities, non-current 141,703 120,314 Total operating lease liabilities $ 190,935 $ 158,482 Weighted average remaining lease term - operating leases 6.34 years 6.20 years Weighted average discount rate - operating leases 3.89 % 3.57 % |
Maturities of Operating Lease Liabilities | Future annual minimum lease payments and finance lease commitments as of December 31, 2022 were as follows (in thousands): Period Ending Fiscal Operating Leases Finance Leases 2023 $ 54,171 $ 3,839 2024 45,047 3,276 2025 35,184 3,215 2026 23,123 1,788 2027 15,846 1,318 Thereafter 31,629 1,806 205,000 15,242 Less amounts representing interest (14,065) (804) Lease obligations included in current and long-term liabilities 190,935 14,438 |
Maturities of Financing Lease Liabilities | Future annual minimum lease payments and finance lease commitments as of December 31, 2022 were as follows (in thousands): Period Ending Fiscal Operating Leases Finance Leases 2023 $ 54,171 $ 3,839 2024 45,047 3,276 2025 35,184 3,215 2026 23,123 1,788 2027 15,846 1,318 Thereafter 31,629 1,806 205,000 15,242 Less amounts representing interest (14,065) (804) Lease obligations included in current and long-term liabilities 190,935 14,438 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consists of the following (in thousands): December 31, 2022 January 1, 2022 Amended Credit Agreement: Revolving Credit Facility ($32.0 million denominated in € at December 31, 2022) $ 135,028 $ 160,000 Term A-1 facility 400,000 — Less unamortized deferred loan costs (722) — Carrying value Term A-1 facility 399,278 — Term A-2 facility 493,750 — Less unamortized deferred loan costs (1,034) — Carrying value Term A-2 facility 492,716 — Term Loan B 200,000 200,000 Less unamortized deferred loan costs (1,302) (1,928) Carrying value Term Loan B 198,698 198,072 6% Senior Notes due 2030 with effective interest of 6.12% 1,000,000 — Less unamortized deferred loan costs net of bond premiums (7,228) — Carrying value 6% Senior Notes due 2030 992,772 — 5.25% Senior Notes due 2027 with effective interest of 5.47% 500,000 500,000 Less unamortized deferred loan costs (4,127) (4,959) Carrying value 5.25% Senior Notes due 2027 495,873 495,041 3.625% Senior Notes due 2026 - Denominated in euro with effective interest of 3.83% 549,814 582,980 Less unamortized deferred loan costs - Denominated in euro (3,728) (5,031) Carrying value 3.625% Senior Notes due 2026 546,086 577,949 Other Notes and Obligations 124,364 32,319 3,384,815 1,463,381 Less Current Maturities 69,846 24,407 $ 3,314,969 $ 1,438,974 |
Schedule of Maturities of Long-term Debt | Maturities of long-term debt at December 31, 2022 follow (in thousands): Contractual 2023 $ 70,108 2024 242,613 2025 52,021 2026 1,527,179 2027 503,038 thereafter 1,007,997 $ 3,402,956 |
Other Noncurrent Liabilities (T
Other Noncurrent Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
OTHER NONCURRENT LIABILITIES [Abstract] | |
Schedule of Other Liabilities, Noncurrent | Other noncurrent liabilities consist of the following (in thousands): December 31, 2022 January 1, 2022 Accrued pension liability (Note 15) $ 22,538 $ 36,268 Reserve for self-insurance, litigation, environmental and tax matters (Note 20) 76,685 67,435 Long-term acquisition hold backs (Note 3) 26,113 3,705 Long-term contingent consideration (Note 3) 169,903 — Other 3,694 3,621 $ 298,933 $ 111,029 |
Income Taxes Income Taxes (Tabl
Income Taxes Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | U.S. and foreign income before income taxes are as follows (in thousands): December 31, 2022 January 1, 2022 January 2, 2021 United States $ 551,521 $ 545,861 $ 265,950 Foreign 342,197 275,535 87,669 Income before income taxes $ 893,718 $ 821,396 $ 353,619 |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense attributable to income before income taxes consists of the following (in thousands): December 31, 2022 January 1, 2022 January 2, 2021 Current: Federal $ (206) $ (31) $ (72) State 2,288 8,442 1,595 Foreign 105,368 60,730 36,453 Total current 107,450 69,141 37,976 Deferred: Federal 35,290 66,883 20,827 State 18,150 19,495 840 Foreign (14,264) 8,587 (6,354) Total deferred 39,176 94,965 15,313 $ 146,626 $ 164,106 $ 53,289 A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands): December 31, 2022 January 1, 2022 Balance at beginning of Year $ 10,508 $ 5,039 Change in tax positions related to current year 7,904 5,940 Change in tax positions related to prior years (38) (471) Change in tax positions due to settlement with tax authorities — — Expiration of the Statute of Limitations (532) — Balance at end of year $ 17,842 $ 10,508 |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense for the years ended December 31, 2022, January 1, 2022 and January 2, 2021, differed from the amount computed by applying the statutory U.S. federal income tax rate to income before income taxes as a result of the following (in thousands): December 31, 2022 January 1, 2022 January 2, 2021 Computed "expected" tax expense $ 187,681 $ 172,493 $ 74,260 Change in valuation allowance (3,241) (4,996) (522) Non-deductible compensation expenses 5,320 4,324 4,723 Deferred tax on unremitted foreign earnings 4,939 3,415 (548) Foreign rate differential 17,628 14,748 7,077 Change in uncertain tax positions 8,167 6,809 (4,650) State income taxes, net of federal benefit 10,738 18,205 2,702 Biofuel tax incentives (77,189) (38,778) (31,725) Change in tax law (13) 1,869 3,699 Equity compensation windfall (13,441) (11,046) (2,897) Other, net 6,037 (2,937) 1,170 $ 146,626 $ 164,106 $ 53,289 |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2022 and January 1, 2022 are presented below (in thousands): December 31, 2022 January 1, 2022 Deferred tax assets: Loss contingency reserves $ 11,775 $ 11,169 Employee benefits 14,480 13,059 Pension liability 3,505 8,208 Interest expense carryforwards 28,769 46 Tax loss carryforwards 275,675 123,194 Tax credit carryforwards 2,432 4,267 Operating lease liabilities 53,765 41,949 Inventory 15,002 8,533 Accrued liabilities and other 18,408 16,271 Total gross deferred tax assets 423,811 226,696 Less valuation allowance (12,788) (17,685) Net deferred tax assets 411,023 209,011 Deferred tax liabilities: Intangible assets amortization, including taxable goodwill (238,347) (172,575) Property, plant and equipment depreciation (218,316) (140,158) Investment in DGD Joint Venture (344,633) (188,154) Operating lease assets (52,330) (40,965) Tax on unremitted foreign earnings (12,890) (10,379) Other (8,451) (3,511) Total gross deferred tax liabilities (874,967) (555,742) Net deferred tax liability $ (463,944) $ (346,731) Amounts reported on Consolidated Balance Sheets: Non-current deferred tax asset $ 17,888 $ 16,211 Non-current deferred tax liability (481,832) (362,942) Net deferred tax liability $ (463,944) $ (346,731) |
Stockholders' Equity and Stoc_2
Stockholders' Equity and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity and Stock-Based Compensation [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of all stock option activity as of December 31, 2022 and changes during the year ended is as follows: Number of Weighted-avg. Weighted-avg. Options outstanding at December 28, 2019 3,978,485 $ 14.59 6.5 years Granted 550,941 28.89 Exercised (837,911) 12.01 Forfeited — — Expired — — Options outstanding at January 2, 2021 3,691,515 17.31 6.2 years Granted — — Exercised (521,177) 16.44 Forfeited (22,524) 20.12 Expired — — Options outstanding at January 1, 2022 3,147,814 17.43 5.2 years Granted — — Exercised (386,460) 18.84 Forfeited (4,767) 20.32 Expired — — Options outstanding at December 31, 2022 2,756,587 $ 17.23 4.3 years Options exercisable at December 31, 2022 2,597,354 $ 16.51 4.1 years |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of each stock option grant under the LTIPs was estimated on the date of grant using the Black Scholes option-pricing model with the following weighted average assumptions and results for fiscal 2020. Weighted Average 2020 Expected dividend yield 0.0% Risk-free interest rate 1.65% Expected term 5.94 years Expected volatility 27.4% Fair value of options granted $8.64 |
Schedule of Nonvested Share Activity | A summary of the Company’s non-vested stock and RSU awards as of December 31, 2022, and changes during the year ended is as follows: Non-Vested, and RSU Weighted Average Stock awards outstanding December 28, 2019 750 $ 15.50 Shares granted 11,000 35.66 Shares vested (375) 15.50 Shares forfeited — — Stock awards outstanding January 2, 2021 11,375 35.00 Shares granted 90,689 56.93 Shares vested (11,545) 35.32 Shares forfeited (2,585) 56.93 Stock awards outstanding January 1, 2022 87,934 56.93 Shares granted 124,416 70.67 Shares vested (35,337) 58.23 Shares forfeited (6,764) 66.67 Stock awards outstanding December 31, 2022 170,249 $ 66.31 |
Schedule of Share-based Payment Award, Equity Instruments Other than Options, Valuation Assumptions | The fair value of each PSU award under the Company's 2022 LTIP, 2021 LTIP and 2020 LTIP was estimated on the date of grant using a Monte Carlo model with the following weighted average assumptions for fiscal 2022, fiscal 2021 and fiscal 2020. Weighted Average 2022 2021 2020 Expected dividend yield 0.0% 0.0% 0.0% Risk-free interest rate 1.04% 0.16% 1.55% Expected term 3.00 years 3.00 years 2.99 years Expected volatility 44.1% 39.9% 25.8% |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of the Company’s non-employee director RSU and DSU awards as of December 31, 2022, and changes during the year ended is as follows: Restricted stock and Director RSUs and Director DSUs Weighted Average Stock awards outstanding December 28, 2019 261,364 $ 16.89 Shares granted 48,267 20.51 Shares where the restriction lapsed (73,354) 16.33 Shares forfeited — — Stock awards outstanding January 2, 2021 236,277 17.79 Shares granted 18,098 70.86 Shares where the restriction lapsed (68,200) 19.21 Shares forfeited — — Stock awards outstanding January 1, 2022 186,175 22.43 Shares granted 22,759 73.03 Shares where the restriction lapsed — — Shares forfeited — — Stock awards outstanding December 31, 2022 208,934 $ 27.94 |
Share-based Payment Arrangement, Outstanding Award, Activity, Excluding Option [Table Text Block] | A summary of the Company’s 2022, 2021 and 2020 LTIP PSU awards as of December 31, 2022, and changes during the year ended is as follows: LTIP PSU Weighted Average LTIP PSU awards outstanding December 28, 2019 1,893,473 $ 12.54 Granted 224,481 31.80 Additional PSU awards vested from performance 434,666 11.14 Stock issued for PSUs (349,210) 8.91 Forfeited (332) 26.88 LTIP PSU awards outstanding January 2, 2021 2,203,078 $ 14.80 Granted 126,711 61.12 Additional PSU awards vested from performance 367,109 20.60 Stock issued for PSUs (1,276,120) 14.17 Forfeited (21,600) 32.45 LTIP PSU awards outstanding January 1, 2022 1,399,178 $ 20.82 Granted 115,615 75.13 Additional PSU awards vested from performance 367,746 21.50 Stock issued for PSUs (1,429,198) 15.87 Forfeited (14,035) 57.54 LTIP PSU awards outstanding December 31, 2022 439,306 $ 50.58 |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Comprehensive Income [Abstract] | |
Schedule of Comprehensive Income (Loss) | The components of other comprehensive income/(loss) and the related tax impacts for the years ended December 31, 2022, January 1, 2022 and January 2, 2021 are as follows (in thousands): Before-Tax Tax (Expense) Net-of-Tax Amount or Benefit Amount Year Ended January 2, 2021 Defined Benefit Pension Plans Actuarial (loss)/gain recognized $ (9,470) $ 2,547 $ (6,923) Amortization of actuarial gain/(loss) 3,405 (862) 2,543 Amortization of prior service costs 33 (8) 25 Amortization of curtailment 69 (15) 54 Amortization of settlement (30) 7 (23) Other 11 — 11 Total defined benefit pension plans (5,982) 1,669 (4,313) Soybean meal option derivatives Reclassified to earnings 49 (12) 37 Activity recognized in other comprehensive income (loss) 349 (89) 260 Total soybean meal derivatives 398 (101) 297 Heating oil swap derivatives Activity recognized in other comprehensive income (loss) 1,457 (353) 1,104 Total heating oil derivatives 1,457 (353) 1,104 Corn option derivatives Reclassified to earnings 123 (31) 92 Activity recognized in other comprehensive income (loss) (7,803) 1,980 (5,823) Total corn options (7,680) 1,949 (5,731) Foreign exchange derivatives Reclassified to earnings (13,809) 5,114 (8,695) Activity recognized in other comprehensive income (loss) 24,325 (9,009) 15,316 Total foreign exchange derivatives 10,516 (3,895) 6,621 Foreign currency translation 73,845 (3,525) 70,320 Other comprehensive income/(loss) $ 72,554 $ (4,256) $ 68,298 Year Ended January 1, 2022 Defined Benefit Pension Plans Actuarial (loss)/gain recognized $ 12,415 $ (3,185) $ 9,230 Amortization of actuarial gain/(loss) 4,228 (978) 3,250 Amortization of prior service costs 25 (3) 22 Amortization of settlement 210 (27) 183 Other (16) — (16) Total defined benefit pension plans 16,862 (4,193) 12,669 Soybean meal option derivatives Reclassified to earnings (274) 70 (204) Activity recognized in other comprehensive income (loss) 85 (22) 63 Total soybean meal derivatives (189) 48 (141) Heating oil swap derivatives Activity recognized in other comprehensive income (loss) 1,199 (305) 894 Total heating oil derivatives 1,199 (305) 894 Corn option derivatives Reclassified to earnings 17,005 (4,319) 12,686 Activity recognized in other comprehensive income (loss) (14,541) 3,693 (10,848) Total corn options 2,464 (626) 1,838 Foreign exchange derivatives Reclassified to earnings (2,333) 826 (1,507) Activity recognized in other comprehensive income (loss) (6,694) 2,368 (4,326) Total foreign exchange derivatives (9,027) 3,194 (5,833) Foreign currency translation (77,287) 3,068 (74,219) Other comprehensive income/(loss) $ (65,978) $ 1,186 $ (64,792) Year Ended December 31, 2022 Defined Benefit Pension Plans Actuarial gain/(loss) recognized $ 9,884 $ (2,645) $ 7,239 Amortization of actuarial gain/(loss) 2,235 (584) 1,651 Amortization of prior service costs 22 (5) 17 Amortization of settlement (22) 5 (17) Special termination benefits recognized 38 (10) 28 Other 48 — 48 Total defined benefit pension plans 12,205 (3,239) 8,966 Soybean meal option derivatives Reclassified to earnings (521) 132 (389) Activity recognized in other comprehensive income (loss) 975 (247) 728 Total soybean meal derivatives 454 (115) 339 Heating oil swap derivatives Activity recognized in other comprehensive income (loss) (3,294) 836 (2,458) Total heating oil derivatives (3,294) 836 (2,458) Corn option derivatives Reclassified to earnings 15,408 (3,914) 11,494 Activity recognized in other comprehensive income (loss) (10,653) 2,706 (7,947) Total corn options 4,755 (1,208) 3,547 Foreign exchange derivatives Reclassified to earnings (14,549) 4,737 (9,812) Activity recognized in other comprehensive income (loss) 32,644 (10,628) 22,016 Total foreign exchange derivatives 18,095 (5,891) 12,204 Foreign currency translation (89,686) 1,830 (87,856) Other comprehensive income/(loss) $ (57,471) $ (7,787) $ (65,258) |
Reclassification out of Accumulated Other Comprehensive Income | Fiscal Year Ended December 31, 2022 January 1, 2022 January 2, 2021 Statement of Operations Classification Derivative instruments Soybean meal option derivatives $ 521 $ 274 $ (49) Net sales Foreign Exchange derivatives 14,549 2,333 13,809 Net sales Corn option derivatives (15,408) (17,005) (123) Cost of sales and operating expenses (338) (14,398) 13,637 Total before tax (955) 3,423 (5,071) Income taxes (1,293) (10,975) 8,566 Net of tax Defined benefit pension plans Amortization of prior service cost $ (22) $ (25) $ (33) (a) Amortization of actuarial loss (2,235) (4,228) (3,405) (a) Amortization of curtailment — — (69) (a) Amortization of settlement 22 (210) 30 (a) Special termination benefits recognized (38) — — (a) (2,273) (4,463) (3,477) Total before tax 594 1,008 878 Income taxes (1,679) (3,455) (2,599) Net of tax Total reclassifications $ (2,972) $ (14,430) $ 5,967 Net of tax (a) These items are included in the computation of net periodic pension cost. See Note 15 Employee Benefit Plans for additional information. |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table presents changes in each component of accumulated comprehensive loss as of December 31, 2022 as follows (in thousands): Fiscal Year Ended December 31, 2022 Foreign Currency Derivative Defined Benefit Translation Instruments Pension Plans Total Accumulated Other Comprehensive loss January 1, 2022, attributable to Darling, net of tax $ (289,586) $ (6,456) $ (25,648) $ (321,690) Other comprehensive loss before reclassifications (87,856) 12,339 7,287 (68,230) Amounts reclassified from accumulated other comprehensive income — 1,293 1,679 2,972 Net current-period other comprehensive income/(loss) (87,856) 13,632 8,966 (65,258) Noncontrolling interest (3,074) — — (3,074) Accumulated Other Comprehensive loss December 31, 2022, attributable to Darling, net of tax $ (374,368) $ 7,176 $ (16,682) $ (383,874) |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Employee Benefit Plans [Abstract] | |
Schedule of Net Funded Status | The following table sets forth the plans’ funded status for the Company's domestic and foreign defined benefit plans and amounts recognized in the Company's Consolidated Balance Sheets based on the measurement date (December 31, 2022 and December 31, 2021) (in thousands): December 31, January 1, Change in projected benefit obligation: Projected benefit obligation at beginning of period $ 225,808 $ 235,977 Service cost 3,149 3,127 Interest cost 5,231 4,816 Employee contributions 353 335 Plan combinations — 5,783 Plan amendments — 40 Actuarial gain (52,490) (9,031) Benefits paid (9,919) (9,801) Effect of settlement (476) (1,572) Special termination benefit recognized 38 — Other (4,148) (3,866) Projected benefit obligation at end of period 167,546 225,808 Change in plan assets: Fair value of plan assets at beginning of period 188,718 178,978 Actual return on plan assets (33,841) 13,139 Employer contributions 5,570 3,878 Employee contributions 353 335 Plan combinations — 5,510 Benefits paid (9,919) (9,801) Effect of settlement (476) (1,572) Other (2,639) (1,749) Fair value of plan assets at end of period 147,766 188,718 Funded status (19,780) (37,090) Net amount recognized $ (19,780) $ (37,090) Amounts recognized in the consolidated balance Noncurrent assets $ 3,910 $ 114 Current liability (1,152) (936) Noncurrent liability (22,538) (36,268) Net amount recognized $ (19,780) $ (37,090) Amounts recognized in accumulated other Net actuarial loss $ 22,176 $ 34,304 Prior service cost 101 176 Net amount recognized (a) $ 22,277 $ 34,480 (a) Amounts do not include deferred taxes of $5.6 million and $8.8 million at December 31, 2022 and January 1, 2022, respectively. |
Schedule of Accumulated and Projected Benefit Obligations | Information for pension plans with accumulated benefit obligations in excess of plan assets is as follows (in thousands): December 31, January 1, Projected benefit obligation $ 110,039 $ 182,644 Accumulated benefit obligation 107,807 180,303 Fair value of plan assets 86,441 147,663 |
Schedule of Defined Benefit Plans Disclosures | Net pension cost includes the following components (in thousands): December 31, January 1, January 2, Service cost $ 3,149 $ 3,127 $ 3,060 Interest cost 5,231 4,816 5,721 Expected return on plan assets (8,604) (9,287) (8,161) Net amortization and deferral 2,257 4,253 3,438 Curtailment — — (678) Settlement (22) 210 (22) Special termination benefit recognized 38 — — Net pension cost $ 2,049 $ 3,119 $ 3,358 |
Schedule of Amounts in Accumulated Other Comprehensive Income (Loss) to be Recognized over Next Fiscal Year | |
Schedule of Assumptions Used | Weighted average assumptions used to determine benefit obligations were: December 31, January 1, January 2, Discount rate 4.82% 2.40% 2.10% Rate of compensation increase 0.55% 0.50% 0.45% Weighted average assumptions used to determine net periodic benefit cost for the employee benefit pension plans were: December 31, January 1, January 2, Discount rate 0.68% 1.32% 2.13% Rate of increase in future compensation levels 0.51% 0.52% 0.41% Expected long-term rate of return on assets 4.75% 5.40% 5.92% |
Schedule of Target Allocation of Plan Assets | Fixed Income 35% - 80% Equities 20% - 65% |
Schedule of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets | The following table presents fair value measurements for the Company's defined benefit plans’ assets as categorized using the fair value hierarchy under FASB authoritative guidance (in thousands): Total Quoted Prices in Significant Other Significant (In thousands of dollars) Fair Value (Level 1) (Level 2) (Level 3) Balances as of January 1, 2022 Fixed Income: Long Term $ 29,180 $ 29,180 $ — $ — Short Term 3,951 3,951 — — Equity Securities: Domestic equities 45,783 45,783 — — International equities 31,549 31,549 — — Insurance contracts 17,919 — 14,937 2,982 Total categorized in fair value hierarchy 128,382 110,463 14,937 2,982 Other investments measured at NAV 60,336 Totals $ 188,718 $ 110,463 $ 14,937 $ 2,982 Balances as of December 31, 2022 Fixed Income: Long Term $ 23,028 $ 23,028 $ — $ — Short Term 4,539 4,539 — — Equity Securities: Domestic equities 33,369 33,369 — — International equities 23,465 23,465 — — Insurance contracts 16,713 — 14,970 1,743 Total categorized in fair value hierarchy 101,114 84,401 14,970 1,743 Other investments measured at NAV 46,652 Totals $ 147,766 $ 84,401 $ 14,970 $ 1,743 |
Schedule of Expected Benefit Payments | The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid (in thousands): Year Ending Pension Benefits 2023 $ 11,017 2024 11,489 2025 11,904 2026 12,162 2027 12,995 Years 2028 – 2032 64,486 |
Multiemployer plans | The following table provides more detail on these significant multiemployer plans (contributions in thousands): Expiration Pension EIN Pension Pension Protection Act Zone Status FIP/RP Status Pending/ Contributions Date of Collective Bargaining Fund Plan Number 2022 2021 Implemented 2022 2021 2020 Agreement Western Conference of Teamsters Pension Plan 91-6145047 / 001 Green Green No $ 1,516 $ 1,294 $ 1,429 May 2025 (b) Central States, Southeast and Southwest Areas Pension Plan (a) 36-6044243 / 001 Red Red Yes 899 811 886 April 2026 (c) All other multiemployer plans 1,035 1,107 914 Total Company Contributions $ 3,450 $ 3,212 $ 3,229 (a) In July 2005 this plan received a 10 year extension from the IRS for amortizing unfunded liabilities. In April 2016 the IRS approved a modification of the amortization extension. (b) The Company has several plants that participate in the Western Conference of Teamsters Pension Plan under collective bargaining agreements that require minimum funding contributions. Certain of these agreements have expired and are being renegotiated with others having expiration dates through May 31, 2025. (c) The Company has several processing plants that participate in the Central States, Southeast and Southwest Areas Pension Plan under collective bargaining agreements that require minimum funding contributions. The agreements have expiration dates through April 2, 2026. |
Schedule of Effect of Significant Unobservable Inputs, Changes in Plan Assets | The fair value measurement of plan assets using significant unobservable inputs (level 3) changed due to the following: Insurance (in thousands of dollars) Contracts Balance as of January 2, 2021 $ 3,249 Unrealized gains (losses) relating to instruments still held in the reporting period. (16) Purchases, sales, and settlements — Exchange rate changes (251) Balance as of January 1, 2022 2,982 Unrealized gains (losses) relating to instruments still held in the reporting period. (1,055) Purchases, sales, and settlements — Exchange rate changes (184) Balance as of December 31, 2022 $ 1,743 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | (in thousands): Functional Currency Contract Currency Type Amount Type Amount Brazilian real 627 Euro 110 Brazilian real 3,458,502 U.S. Dollar 807,739 Euro 33,631 U.S. Dollar 35,505 Euro 26,798 Polish zloty 126,500 Euro 12,982 Japanese yen 1,859,840 Euro 18,827 Chinese renminbi 138,363 Euro 17,221 Australian dollar 26,800 Euro 3,398 British pound 2,972 Euro 34 Canadian dollar 50 Polish zloty 38,373 Euro 8,155 Polish zloty 1,212 U.S. dollar 274 British pound 284 Euro 325 British pound 446 U.S. dollar 544 Japanese yen 360,425 U.S. dollar 2,753 U.S. dollar 746 Japanese yen 101,000 U.S. dollar 352 Euro 330 Australian dollar 159 Euro 100 |
Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location | The table below summarizes the effect of derivatives not designated as hedges on the Company's consolidated statements of operations for the year ended December 31, 2022, January 1, 2022 and January 2, 2021 (in thousands): Loss or (Gain) Recognized in Income on Derivatives Not Designated as Hedges For The Year Ended Derivatives not designated as hedging instruments Location December 31, 2022 January 1, 2022 January 2, 2021 Foreign exchange Foreign currency loss/(gain) $ 42,690 $ 21,698 $ (3,840) Foreign exchange Net sales (1,108) 1,178 (778) Foreign exchange Cost of sales and operating expenses (949) (844) (664) Foreign exchange Selling, general and administrative expense (4,200) 3,405 4,976 Corn options and futures Net sales (2,092) (3,564) (1,091) Corn options and futures Cost of sales and operating expenses 5,447 5,669 (50) Heating oil swaps and options Net sales — — (38) Heating oil swaps and options Selling, general and administrative expense 122 — — Soybean meal Net sales (1,730) — — Total $ 38,180 $ 27,542 $ (1,485) |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables presents the Company's financial instruments that are measured at fair value on a recurring and nonrecurring basis as of December 31, 2022 and January 1, 2022 and are categorized using the fair value hierarchy under FASB authoritative guidance. The fair value hierarchy has three levels based on the reliability of the inputs used to determine the fair value. Fair Value Measurements at December 31, 2022 Using Quoted Prices in Significant Other Significant (In thousands of dollars) Total (Level 1) (Level 2) (Level 3) Assets Derivative assets $ 20,324 $ — $ 20,324 $ — Total Assets 20,324 — 20,324 — Liabilities Derivative liabilities 5,406 — 5,406 — Contingent consideration 169,903 — — 169,903 6% Senior Notes 977,200 — 977,200 — 5.25% Senior Notes 485,700 — 485,700 — 3.625% Senior Notes 533,155 — 533,155 — Term loan A-1 398,000 — 398,000 — Term loan A-2 488,813 — 488,813 — Term loan B 199,000 — 199,000 — Revolver 133,003 — 133,003 — Total Liabilities $ 3,390,180 $ — $ 3,220,277 $ 169,903 Fair Value Measurements at January 1, 2022 Using Quoted Prices in Significant Other Significant (In thousands of dollars) Total (Level 1) (Level 2) (Level 3) Assets Derivative assets $ 5,031 $ — $ 5,031 $ — Total Assets 5,031 — 5,031 — Liabilities Derivative liabilities 7,173 — 7,173 — 5.25% Senior Notes 515,600 — 515,600 — 3.625% Senior Notes 591,200 — 591,200 — Term Loan B 200,000 — 200,000 — Revolver 158,400 — 158,400 — Total Liabilities $ 1,472,373 $ — $ 1,472,373 $ — |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The fair value measurement of the FASA contingent liability consideration uses significant unobservable inputs (level 3). The changes in contingent consideration are due to the following: (in thousands of dollars) Contingent Consideration Balance as of January 1, 2022 $ — Initial measurement 168,128 Total expense included in earnings during period 3,506 Exchange rate changes (1,731) Balance as of December 31, 2022 $ 169,903 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Business Segment Profit/(Loss) | Business Segments (in thousands): Feed Ingredients Food Ingredients Fuel Ingredients Corporate Total Fiscal Year Ended December 31, 2022 Net Sales $ 4,539,000 $ 1,459,630 $ 533,574 $ — $ 6,532,204 Cost of sales and operating expenses 3,473,506 1,102,250 426,853 — 5,002,609 Gross Margin 1,065,494 357,380 106,721 — 1,529,595 Gain on sale of assets (3,426) (1,008) (60) — (4,494) Selling, general and administrative expenses 258,781 101,681 13,690 62,456 436,608 Restructuring and asset impairment charges 8,557 21,109 — — 29,666 Depreciation and amortization 295,249 59,029 29,500 10,943 394,721 Acquisition and integration costs — — — 16,372 16,372 Equity in net income of Diamond Green Diesel — — 372,346 — 372,346 Segment operating income/(loss) 506,333 176,569 435,937 (89,771) 1,029,068 Equity in net income of other unconsolidated subsidiaries 5,102 — — — 5,102 Segment income/(loss) 511,435 176,569 435,937 (89,771) 1,034,170 Total other expense (140,452) Income before income taxes $ 893,718 Segment assets at December 31, 2022 $ 4,866,351 $ 1,251,473 $ 2,307,199 $ 777,347 $ 9,202,370 Feed Ingredients Food Ingredients Fuel Ingredients Corporate Total Fiscal Year Ended January 1, 2022 Net Sales $ 3,039,500 $ 1,271,629 $ 430,240 $ — $ 4,741,369 Cost of sales and operating expenses 2,206,248 979,232 313,905 — 3,499,385 Gross Margin 833,252 292,397 116,335 — 1,241,984 Gain on sale of assets (550) (88) (320) — (958) Selling, general and administrative expenses 220,078 97,555 16,999 56,906 391,538 Restructuring and asset impairment charges — — 778 — 778 Depreciation and amortization 218,942 60,929 25,436 11,080 316,387 Acquisition and integration costs — — — 1,396 1,396 Equity in net income of Diamond Green Diesel — — 351,627 — 351,627 Segment operating income/(loss) 394,782 134,001 425,069 (69,382) 884,470 Equity in net income of other unconsolidated subsidiaries 5,753 — — — 5,753 Segment income/(loss) 400,535 134,001 425,069 (69,382) 890,223 Total other expense (68,827) Income before income taxes $ 821,396 Segment assets at January 1, 2022 $ 2,714,528 $ 1,205,217 $ 1,658,892 $ 555,091 $ 6,133,728 Feed Ingredients Food Ingredients Fuel Ingredients Corporate Total Fiscal Year Ended January 2, 2021 Net Sales $ 2,072,104 $ 1,185,701 $ 314,118 $ — $ 3,571,923 Cost of sales and operating expenses 1,544,524 920,682 223,609 — 2,688,815 Gross Margin 527,580 265,019 90,509 — 883,108 Loss/(gain) on sale of assets 19 482 (75) — 426 Selling, general and administrative expenses 209,748 97,406 16,014 55,328 378,496 Restructuring and asset impairment charges — — 38,167 — 38,167 Depreciation and amortization 221,187 83,752 34,218 11,021 350,178 Equity in net income of Diamond Green Diesel — — 315,095 — 315,095 Segment operating income/(loss) 96,626 83,379 317,280 (66,349) 430,936 Equity in net income of other unconsolidated subsidiaries 3,193 — — — 3,193 Segment income/(loss) 99,819 83,379 317,280 (66,349) 434,129 Total other expense (80,510) Income before income taxes $ 353,619 |
Business Segment Property, Plant and Equipment | Business Segment Property, Plant and Equipment (in thousands): December 31, January 1, January 2, Capital expenditures for the year ended: Feed Ingredients $ 270,157 $ 187,445 $ 176,530 Food Ingredients 72,301 54,799 68,250 Fuel Ingredients 37,568 26,078 30,638 Corporate Activities 11,283 5,804 4,697 Total (a) $ 391,309 $ 274,126 $ 280,115 |
Geographic Area Net Trade Revenues | Long-lived assets related to the Company's operations in North America, Europe, China, South American and other were as follows (in thousands): FY 2022 FY 2021 Long-Lived Assets Long-Lived Assets North America $ 5,229,906 $ 3,564,765 Europe 1,276,333 1,259,018 China 120,801 129,767 South America 920,827 77,758 Other 16,406 13,406 Total $ 7,564,273 $ 5,044,714 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables present the Company revenues disaggregated by geographic area and major product types by reportable segment for the years ended December 31, 2022, January 1, 2022 and January 2, 2021 (in thousands): Year Ended December 31, 2022 Feed Ingredients Food Ingredients Fuel Ingredients Total Geographic Area North America $ 3,852,559 $ 369,499 $ — $ 4,222,058 Europe 502,432 733,967 533,574 1,769,973 China 25,100 259,584 — 284,684 South America 146,682 40,661 — 187,343 Other 12,227 55,919 — 68,146 Net sales $ 4,539,000 $ 1,459,630 $ 533,574 $ 6,532,204 Major product types Fats $ 1,951,183 $ 205,674 $ — $ 2,156,857 Used cooking oil 519,119 — — 519,119 Proteins 1,476,553 — — 1,476,553 Bakery 333,442 — — 333,442 Other rendering 200,945 — — 200,945 Food ingredients — 1,121,995 — 1,121,995 Bioenergy — — 533,574 533,574 Other 57,758 131,961 — 189,719 Net sales $ 4,539,000 $ 1,459,630 $ 533,574 $ 6,532,204 Year Ended January 1, 2022 Feed Ingredients Food Ingredients Fuel Ingredients Total Geographic Area North America $ 2,577,705 $ 286,852 $ 3,377 $ 2,867,934 Europe 430,549 663,619 426,863 1,521,031 China 19,446 233,766 — 253,212 South America — 31,446 — 31,446 Other 11,800 55,946 — 67,746 Net sales $ 3,039,500 $ 1,271,629 $ 430,240 $ 4,741,369 Major product types Fats $ 1,198,122 $ 182,674 $ — $ 1,380,796 Used cooking oil 319,145 — — 319,145 Proteins 1,022,694 — — 1,022,694 Bakery 287,424 — — 287,424 Other rendering 173,405 — — 173,405 Food ingredients — 961,617 — 961,617 Bioenergy — — 426,863 426,863 Biofuels — — 3,377 3,377 Other 38,710 127,338 — 166,048 Net sales $ 3,039,500 $ 1,271,629 $ 430,240 $ 4,741,369 Year Ended January 2, 2021 Feed Ingredients Food Ingredients Fuel Ingredients Total Geographic Area North America $ 1,694,705 $ 244,929 $ 20,869 $ 1,960,503 Europe 352,748 650,671 293,249 1,296,668 China 13,676 188,417 — 202,093 South America — 38,238 — 38,238 Other 10,975 63,446 — 74,421 Net sales $ 2,072,104 $ 1,185,701 $ 314,118 $ 3,571,923 Major product types Fats $ 661,774 $ 142,963 $ — $ 804,737 Used cooking oil 176,691 — — 176,691 Proteins 830,195 — — 830,195 Bakery 183,759 — — 183,759 Other rendering 178,601 — — 178,601 Food ingredients — 947,928 — 947,928 Bioenergy — — 293,249 293,249 Biofuels — — 20,869 20,869 Other 41,084 94,810 — 135,894 Net sales $ 2,072,104 $ 1,185,701 $ 314,118 $ 3,571,923 |
Cash Flow Information (Tables)
Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Nonmonetary Transactions [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table sets forth supplemental cash flow information and non-cash transactions (in thousands): Twelve Months Ended December 31, 2022 January 1, 2022 January 2, 2021 Supplemental disclosure of cash flow information: Change in accrued capital expenditures $ 9,558 $ 6,585 $ (4,967) Cash paid during the year for: Interest, net of capitalized interest $ 113,362 $ 58,449 $ 66,216 Income taxes, net of refunds $ 113,013 $ 46,399 $ 36,779 Non-cash operating activities Operating lease right of use asset obtained in exchange for new lease liabilities $ 70,269 $ 56,642 $ 58,052 Non-cash financing activities Debt issued for assets $ 6,103 $ 126 $ 8,123 |
General (Details)
General (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2022 USD ($) Facility continent segment $ / shares shares | Jan. 01, 2022 USD ($) $ / shares shares | Jan. 02, 2021 USD ($) $ / shares shares | Jun. 09, 2022 | Dec. 28, 2019 USD ($) | Apr. 03, 2019 | May 02, 2018 | |
General [Line Items] | |||||||
Financing Receivable, Sale | $ 582,000 | $ 443,600 | $ 345,600 | ||||
Expected Business Combination, Number of Continents in which Entity Operates | continent | 5 | ||||||
Number of Operating Segments | segment | 3 | ||||||
Cash and Cash Equivalents [Abstract] | |||||||
Investments Classified As Cash Equivalents, Original Maturity | 3 months | ||||||
Goodwill [Abstract] | |||||||
Goodwill | $ 1,970,377 | 1,219,116 | 1,260,240 | ||||
Basic: | |||||||
Net income | $ 737,690 | $ 650,914 | $ 296,819 | ||||
Shares (in shares) | shares | 161,000,000 | 162,454,000 | 162,572,000 | ||||
Basic (in dollars per share) | $ / shares | $ 4.58 | $ 4.01 | $ 1.83 | ||||
Effect of dilutive securities: [Abstract] | |||||||
Add: Option shares in the money and dilutive effect of nonvested stock (in shares) | shares | 3,831,000 | 5,468,000 | 6,526,000 | ||||
Less: Pro-forma treasury shares (in shares) | shares | (710,000) | (826,000) | (1,890,000) | ||||
Diluted: | |||||||
Net Income | $ 737,690 | $ 650,914 | $ 296,819 | ||||
Shares (in shares) | shares | 164,121,000 | 167,096,000 | 167,208,000 | ||||
Diluted (in dollars per share) | $ / shares | $ 4.49 | $ 3.90 | $ 1.78 | ||||
Stock Based Compensation [Abstract] | |||||||
Stock-based compensation expense | $ 25,000 | $ 21,800 | $ 23,200 | ||||
Employee service share-based compensation, tax benefit from compensation expense | 1,700 | 1,800 | 1,900 | ||||
Foreign currency translation | (84,800) | (78,700) | 71,400 | ||||
Financing Receivable, Significant Sales, Transaction Fees | $ 4,000 | 1,100 | 1,100 | ||||
Lease, Term of Contract Not Recognized | 12 months | ||||||
Restructuring and asset impairment | $ 29,666 | 138 | 37,802 | ||||
Cash and cash equivalents | 127,016 | 68,906 | |||||
Restricted cash | 315 | 166 | |||||
Restricted Cash and Cash Equivalents, Noncurrent | 22,837 | 0 | |||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 150,168 | 69,072 | 81,720 | $ 73,045 | |||
Food Ingredients [Member] | |||||||
Goodwill [Abstract] | |||||||
Goodwill | 317,637 | 332,405 | 350,835 | ||||
Stock Based Compensation [Abstract] | |||||||
Restructuring and asset impairment | 18,400 | ||||||
Feed Ingredients [Member] | |||||||
Goodwill [Abstract] | |||||||
Goodwill | 1,540,941 | 798,949 | 814,407 | ||||
Stock Based Compensation [Abstract] | |||||||
Restructuring and asset impairment | 8,600 | ||||||
Fuel Ingredients [Member] | |||||||
Goodwill [Abstract] | |||||||
Goodwill | $ 111,799 | 87,762 | 94,998 | ||||
Stock Based Compensation [Abstract] | |||||||
Restructuring and asset impairment | $ 100 | $ 6,200 | |||||
Stock Options [Member] | |||||||
Antidilutive Securities [Abstract] | |||||||
Antidilutive securities excluded from computation of earnings per share, amount | shares | 0 | 0 | 24,356 | ||||
Non Vested Stock [Member] | |||||||
Antidilutive Securities [Abstract] | |||||||
Antidilutive securities excluded from computation of earnings per share, amount | shares | 266,246 | 195,542 | 392,909 | ||||
Minimum [Member] | |||||||
General [Line Items] | |||||||
Number of Processing and Transfer Facilities | Facility | 260 | ||||||
Minimum [Member] | Buildings and improvements [Member] | |||||||
Long Lived Assets [Abstract] | |||||||
Property, Plant and Equipment, Useful Life | 15 years | ||||||
Minimum [Member] | Machinery and equipment [Member] | |||||||
Long Lived Assets [Abstract] | |||||||
Property, Plant and Equipment, Useful Life | 3 years | ||||||
Minimum [Member] | Vehicles [Member] | |||||||
Long Lived Assets [Abstract] | |||||||
Property, Plant and Equipment, Useful Life | 3 years | ||||||
Minimum [Member] | Aircraft [Member] | |||||||
Long Lived Assets [Abstract] | |||||||
Property, Plant and Equipment, Useful Life | 7 years | ||||||
Minimum [Member] | Routes [Member] | |||||||
Long Lived Assets [Abstract] | |||||||
Finite-Lived Intangible Assets, Useful Life | 5 years | ||||||
Minimum [Member] | Permits [Member] | |||||||
Long Lived Assets [Abstract] | |||||||
Finite-Lived Intangible Assets, Useful Life | 10 years | ||||||
Minimum [Member] | Non-compete agreements [Member] | |||||||
Long Lived Assets [Abstract] | |||||||
Finite-Lived Intangible Assets, Useful Life | 3 years | ||||||
Minimum [Member] | Trade Names [Member] | |||||||
Long Lived Assets [Abstract] | |||||||
Finite-Lived Intangible Assets, Useful Life | 4 years | ||||||
Maximum [Member] | Buildings and improvements [Member] | |||||||
Long Lived Assets [Abstract] | |||||||
Property, Plant and Equipment, Useful Life | 30 years | ||||||
Maximum [Member] | Machinery and equipment [Member] | |||||||
Long Lived Assets [Abstract] | |||||||
Property, Plant and Equipment, Useful Life | 10 years | ||||||
Maximum [Member] | Vehicles [Member] | |||||||
Long Lived Assets [Abstract] | |||||||
Property, Plant and Equipment, Useful Life | 8 years | ||||||
Maximum [Member] | Aircraft [Member] | |||||||
Long Lived Assets [Abstract] | |||||||
Property, Plant and Equipment, Useful Life | 10 years | ||||||
Maximum [Member] | Routes [Member] | |||||||
Long Lived Assets [Abstract] | |||||||
Finite-Lived Intangible Assets, Useful Life | 21 years | ||||||
Maximum [Member] | Permits [Member] | |||||||
Long Lived Assets [Abstract] | |||||||
Finite-Lived Intangible Assets, Useful Life | 20 years | ||||||
Maximum [Member] | Non-compete agreements [Member] | |||||||
Long Lived Assets [Abstract] | |||||||
Finite-Lived Intangible Assets, Useful Life | 7 years | ||||||
Maximum [Member] | Trade Names [Member] | |||||||
Long Lived Assets [Abstract] | |||||||
Finite-Lived Intangible Assets, Useful Life | 15 years | ||||||
Senior Notes 5.25% Due 2027 [Member] | Senior Notes [Member] | |||||||
General [Line Items] | |||||||
Annual interest rate | 5.25% | 5.25% | |||||
Senior Notes 3.625% Due 2026 [Member] | Senior Notes [Member] | |||||||
General [Line Items] | |||||||
Annual interest rate | 3.625% | 3.625% | |||||
Senior Notes 6% Due 2030 | Senior Notes [Member] | |||||||
General [Line Items] | |||||||
Annual interest rate | 6% | 6% |
Investment in Unconsolidated _3
Investment in Unconsolidated Subsidiary Selected Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | Dec. 31, 2021 | Dec. 28, 2019 | |
Assets: | |||||
Total current assets | $ 1,638,097 | $ 1,089,014 | |||
Property, plant and equipment, net | 2,462,082 | 1,840,080 | |||
Other assets | 136,268 | 66,795 | |||
Total assets | 9,202,370 | 6,133,728 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
Less Current Maturities | 69,846 | 24,407 | |||
Other noncurrent liabilities | 298,933 | 111,029 | |||
Total members' equity | 3,896,490 | 3,347,785 | $ 2,954,209 | $ 2,643,350 | |
Total liabilities and member's equity | 9,202,370 | 6,133,728 | |||
Revenues: | |||||
Operating revenues | 6,532,204 | 4,741,369 | 3,571,923 | ||
Expenses: | |||||
Cost of sales and operating expenses | 5,002,609 | 3,499,385 | 2,688,815 | ||
Operating income | 5,875,482 | 4,208,526 | 3,456,082 | ||
Net income | 747,092 | 657,290 | 300,330 | ||
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | |||||
Assets: | |||||
Total current assets | 1,304,805 | $ 686,294 | |||
Property, plant and equipment, net | 3,866,854 | 2,710,747 | |||
Other assets | 61,665 | 51,514 | |||
Total assets | 5,233,324 | 3,448,555 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
Less Current Maturities | 217,066 | 165,092 | |||
Total other current liabilities | 515,023 | 295,860 | |||
Total long term debt | 774,783 | 344,309 | |||
Other noncurrent liabilities | 17,249 | 17,531 | |||
Total members' equity | 3,709,203 | 2,625,763 | |||
Total liabilities and member's equity | 5,233,324 | $ 3,448,555 | |||
Revenues: | |||||
Operating revenues | 5,501,166 | 2,342,332 | 1,267,477 | ||
Expenses: | |||||
Cost of sales and operating expenses | 4,614,192 | 1,575,494 | 592,781 | ||
Depreciation, amortization and accretion expense | 125,656 | 58,326 | 44,882 | ||
Operating income | 761,318 | 708,512 | 629,814 | ||
Other income | 3,170 | 678 | 1,636 | ||
Interest and debt expense, net | (19,796) | (5,936) | (1,260) | ||
Net income | $ 744,692 | $ 703,254 | $ 630,190 |
Investment in Unconsolidated _4
Investment in Unconsolidated Subsidiary (Details) | 2 Months Ended | 12 Months Ended | |||
Feb. 27, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / gal | Jan. 01, 2022 USD ($) | Jan. 02, 2021 USD ($) | Jan. 21, 2011 | |
Schedule of Equity Method Investments [Line Items] | |||||
Investment in the joint venture | $ 1,926,395,000 | $ 1,349,247,000 | |||
Gain from equity method investments | $ 5,102,000 | 5,753,000 | $ 3,193,000 | ||
Dollars per Gallon | $ / gal | 1 | ||||
Renewable Diesel, Percentage | 0.10% | ||||
Proceeds from Equity Method Investment, Dividends or Distributions, Return of Capital | $ 95,546,000 | 4,611,000 | 207,328,000 | ||
Payments to Acquire Equity Method Investments | 264,750,000 | 189,000,000 | 0 | ||
Subsequent Event [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Payments to Acquire Equity Method Investments | $ 75,000,000 | ||||
Diamond Green Diesel Holdings LLC Joint Venture [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 50% | ||||
Investment in the joint venture | 1,900,000,000 | ||||
Gain from equity method investments | 372,300,000 | 351,600,000 | 315,100,000 | ||
Income Tax Credits and Adjustments | 761,100,000 | 371,200,000 | 287,900,000 | ||
Proceeds from Equity Method Investment, Dividends or Distributions, Return of Capital | $ 90,500,000 | $ 0 | $ 205,200,000 | ||
Valero Energy Corporation [Member] | Diamond Green Diesel Holdings LLC Joint Venture [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 50% |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands, € in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||
Nov. 02, 2022 EUR (€) | Oct. 18, 2022 USD ($) | Aug. 01, 2022 USD ($) numberOfPlants | Aug. 01, 2022 BRL (R$) | May 02, 2022 USD ($) numberOfPlants | Feb. 25, 2022 USD ($) | Dec. 31, 2020 USD ($) | Oct. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Oct. 01, 2022 USD ($) | Jul. 02, 2022 USD ($) | Dec. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) | Jan. 02, 2021 USD ($) | Aug. 01, 2022 BRL (R$) numberOfPlants | Dec. 21, 2020 USD ($) | Oct. 30, 2020 USD ($) | |
Business Acquisition [Line Items] | |||||||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 1,772,437 | $ 2,059 | $ 29,793 | ||||||||||||||
Goodwill | $ 1,970,377 | 1,970,377 | 1,219,116 | 1,260,240 | |||||||||||||
Business Combination, Contingent Consideration, Liability, Noncurrent | 169,903 | 169,903 | 0 | ||||||||||||||
Repayments of Holdback Amount | 1,700 | ||||||||||||||||
Net sales | 6,532,204 | 4,741,369 | 3,571,923 | ||||||||||||||
Net income | 737,690 | 650,914 | $ 296,819 | ||||||||||||||
Business Combination, Acquisition Related Costs | 16,400 | ||||||||||||||||
Senior Secured Facilities [Member] | Revolving Credit Facility [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Long-term Line of Credit | 515,000 | 515,000 | |||||||||||||||
Senior Secured Facilities [Member] | Term A-1 Facility | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Long-term Line of Credit | 400,000 | 400,000 | |||||||||||||||
Senior Secured Facilities [Member] | Term A-2 Facility | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Long-term Line of Credit | 500,000 | 500,000 | |||||||||||||||
Marengo | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Goodwill | $ 5,700 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 1,500 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 3,600 | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 10,500 | ||||||||||||||||
Business Combination, Consideration Transferred | 10,800 | ||||||||||||||||
Business Combination, Holdback Amount | $ 300 | ||||||||||||||||
Belgium | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Goodwill | $ 9,100 | ||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 14,800 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 6,400 | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 19,300 | ||||||||||||||||
Business Combination, Consideration Transferred | 24,600 | ||||||||||||||||
Business Combination, Holdback Amount | $ 5,300 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | $ (5,700) | ||||||||||||||||
FASA Group | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 525,743 | ||||||||||||||||
Goodwill | 408,589 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating Lease Righ- of-Use Assets | 583 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 55,191 | ||||||||||||||||
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets | 8,144 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (15,920) | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-Term Debt | (18,680) | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accrued Liabilities | (38,708) | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-Term Debt | (41,926) | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating Lease liabilities, Noncurrent | (583) | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | $ (79,691) | ||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 11 years 6 months | 11 years 6 months | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 142,931 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 161,182 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 150,200 | ||||||||||||||||
Payments to Acquire Businesses, Gross | 562,600 | R$ 2900000000 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (503) | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | (18,058) | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 715,576 | ||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 21,705 | ||||||||||||||||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 168,128 | ||||||||||||||||
Foreign Currency Exchange Rate | 5.16 | 5.16 | |||||||||||||||
Business Combination, Number of Facilities Acquired | numberOfPlants | 14 | 14 | |||||||||||||||
Business Combination, Number of Facilities Acquired Under Construction | numberOfPlants | 2 | 2 | |||||||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | R$ | R$ 0 | ||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | R$ | 1,000,000,000 | ||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Future Earnings Growth Period | 3 years | 3 years | |||||||||||||||
Business Combination, Contingent Consideration, Liability | $ 168,100 | R$ 867500000 | |||||||||||||||
Business Combination, Purchase Price Adjustments | $ 7,100 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Accounts Receivable | 76,640 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 43,058 | ||||||||||||||||
Net sales | 146,700 | ||||||||||||||||
Net income | (3,600) | ||||||||||||||||
Business Combination, Acquisition Related Costs | 3,200 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | $ 33,327 | ||||||||||||||||
FASA Group | Routes [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years | 12 years | |||||||||||||||
FASA Group | Trade Names [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | 5 years | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 11,000 | ||||||||||||||||
Valley Proteins | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Goodwill | $ 358,298 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating Lease Righ- of-Use Assets | 16,380 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 14,164 | ||||||||||||||||
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets | 1,075 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (47,615) | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-Term Debt | (2,043) | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Operating Lease Liability, Current | (4,779) | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accrued Liabilities | (66,034) | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-Term Debt | (5,995) | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating Lease liabilities, Noncurrent | $ (11,601) | ||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 409,405 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 389,200 | ||||||||||||||||
Payments to Acquire Businesses, Gross | 1,177,000 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (19,436) | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 1,171,648 | ||||||||||||||||
Business Combination, Number of Facilities Acquired | numberOfPlants | 18 | ||||||||||||||||
Business Combination, Purchase Price Adjustments | $ 6,000 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Accounts Receivable | $ 68,558 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 58,246 | ||||||||||||||||
Net sales | 624,900 | ||||||||||||||||
Net income | (38,300) | ||||||||||||||||
Business Combination, Acquisition Related Costs | 5,600 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | $ 13,825 | ||||||||||||||||
Valley Proteins | Routes [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 292,100 | ||||||||||||||||
Valley Proteins | Permits [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 97,100 | ||||||||||||||||
Group Op de Beeck | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Goodwill | $ 29,600 | ||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 28,100 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 27,200 | ||||||||||||||||
Business Combination, Consideration Transferred | 71,300 | 75,500 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (9,400) | ||||||||||||||||
Business Combination, Purchase Price Adjustments | $ 4,200 | ||||||||||||||||
Business Combination, Price of Acquisition | $ 91,700 | ||||||||||||||||
gelnex | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business Combination, Price of Acquisition, Expected | $ 1,200,000 | ||||||||||||||||
Miropasz | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business Combination, Price of Acquisition, Expected | € | € 110 | ||||||||||||||||
Valley Proteins and FASA Group | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business Acquisition, Pro Forma Revenue | 7,059,871 | 5,826,297 | |||||||||||||||
Business Acquisition, Pro Forma Net Income (Loss) | $ 724,064 | $ 625,834 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Inventory Disclosure [Abstract] | ||
Finished product | $ 384,289 | $ 272,995 |
Work in process | 100,790 | 81,158 |
Inventory, Raw Materials, Net of Reserves | 69,164 | 48,186 |
Supplies and other | 119,378 | 55,126 |
Inventories | $ 673,621 | $ 457,465 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 4,517,010 | $ 3,695,500 | |
Accumulated depreciation | (2,054,928) | (1,855,420) | |
Property, plant and equipment, net | 2,462,082 | 1,840,080 | |
Depreciation | 306,000 | 249,000 | $ 276,200 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 201,572 | 161,244 | |
Buildings and improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 873,080 | 701,594 | |
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 2,683,991 | 2,299,417 | |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 433,183 | 328,768 | |
Aircraft [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 15,004 | 9,708 | |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 310,180 | $ 194,769 |
Intangbile assets (Details)
Intangbile assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Intangible Assets [Line Items] | ||
Indefinite Lived Intangible Assets | $ 51,639 | $ 53,133 |
Finite Lived Intangible Assets: | 1,436,584 | 905,138 |
Accumulated Amortization: | (623,101) | (560,470) |
Total Intangible assets, less accumulated amortization | 865,122 | 397,801 |
Trade Names [Member] | ||
Intangible Assets [Line Items] | ||
Indefinite Lived Intangible Assets | 51,639 | 53,133 |
Routes [Member] | ||
Intangible Assets [Line Items] | ||
Finite Lived Intangible Assets: | 781,286 | 337,399 |
Accumulated Amortization: | (196,108) | (169,984) |
Permits [Member] | ||
Intangible Assets [Line Items] | ||
Finite Lived Intangible Assets: | 557,083 | 475,520 |
Accumulated Amortization: | (368,005) | (336,020) |
Non-compete agreements [Member] | ||
Intangible Assets [Line Items] | ||
Finite Lived Intangible Assets: | 695 | 645 |
Accumulated Amortization: | (563) | (441) |
Trade Names [Member] | ||
Intangible Assets [Line Items] | ||
Finite Lived Intangible Assets: | 76,549 | 65,675 |
Accumulated Amortization: | (53,486) | (46,028) |
Royalty, consulting land use and leasehold [Member] | ||
Intangible Assets [Line Items] | ||
Finite Lived Intangible Assets: | 20,971 | 25,899 |
Accumulated Amortization: | $ (4,939) | $ (7,997) |
Intangbile assets Textuals (Det
Intangbile assets Textuals (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Period Increase (Decrease) | $ 588.1 | ||
Amortization of Intangible Assets | 88.7 | $ 67.4 | $ 74 |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 103.5 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 84.1 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 76.4 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 66.6 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | $ 63.9 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Goodwill [Roll Forward] | ||
Goodwill at beginning of year | $ 1,267,071 | $ 1,308,195 |
Accumulated impairment losses | (47,955) | (47,955) |
Goodwill at beginning of year | 1,219,116 | 1,260,240 |
Goodwill acquired during year | 798,136 | 201 |
Goodwill, Impairment Loss | (2,709) | (31,600) |
Foreign currency translation | (44,166) | (41,325) |
Goodwill at end of year | 2,021,041 | 1,267,071 |
Accumulated impairment losses at end of year | (50,664) | (47,955) |
Goodwill at end of year | 1,970,377 | 1,219,116 |
Feed Ingredients [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill at beginning of year | 814,863 | 830,321 |
Accumulated impairment losses | (15,914) | (15,914) |
Goodwill at beginning of year | 798,949 | 814,407 |
Goodwill acquired during year | 767,382 | 40 |
Goodwill, Impairment Loss | 0 | |
Foreign currency translation | (25,390) | (15,498) |
Goodwill at end of year | 1,556,855 | 814,863 |
Accumulated impairment losses at end of year | (15,914) | (15,914) |
Goodwill at end of year | 1,540,941 | 798,949 |
Food Ingredients [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill at beginning of year | 332,866 | 351,296 |
Accumulated impairment losses | (461) | (461) |
Goodwill at beginning of year | 332,405 | 350,835 |
Goodwill acquired during year | 399 | 0 |
Goodwill, Impairment Loss | (2,709) | |
Foreign currency translation | (12,458) | (18,430) |
Goodwill at end of year | 320,807 | 332,866 |
Accumulated impairment losses at end of year | (3,170) | (461) |
Goodwill at end of year | 317,637 | 332,405 |
Fuel Ingredients [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill at beginning of year | 119,342 | 126,578 |
Accumulated impairment losses | (31,580) | (31,580) |
Goodwill at beginning of year | 87,762 | 94,998 |
Goodwill acquired during year | 30,355 | 161 |
Goodwill, Impairment Loss | 0 | |
Foreign currency translation | (6,318) | (7,397) |
Goodwill at end of year | 143,379 | 119,342 |
Accumulated impairment losses at end of year | (31,580) | (31,580) |
Goodwill at end of year | $ 111,799 | $ 87,762 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
ACCRUED EXPENSES [Abstract] | ||
Compensation and benefits | $ 145,048 | $ 123,180 |
Accrued operating expenses | 97,128 | 81,200 |
Other accrued expense | 189,847 | 146,301 |
Accrued expenses | $ 432,023 | $ 350,681 |
- Components of Lease Expense (
- Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Leases [Abstract] | |||
Operating lease cost | $ 49,377 | $ 48,049 | $ 45,362 |
Short-term Lease, Cost | 31,133 | 25,141 | 25,868 |
Total lease costs | $ 80,510 | $ 73,190 | $ 71,230 |
- Other Information (Details)
- Other Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Leases [Abstract] | |||
Operating cash flows from operating leases | $ 53,359 | $ 50,258 | $ 52,055 |
Operating right-of-use assets, net | 186,141 | 155,464 | |
Operating lease liability, current | 49,232 | 38,168 | |
Operating lease liability, non-current | 141,703 | 120,314 | |
Lease obligations included in current and long-term liabilities | $ 190,935 | $ 158,482 | |
Weighted average remaining lease term - operating leases | 6 years 4 months 2 days | 6 years 2 months 12 days | |
Weighted average discount rate - operating leases | 3.89% | 3.57% | |
Lessee, Operating Lease, Lease Not yet Commenced, Term of Contract | 7 years | ||
Operating Lease, Lease Not Yet Commenced | $ 1,600 | ||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 169,903 | $ 0 |
- Maturities of Operating and F
- Maturities of Operating and Financing Lease Liabilities (Details) $ in Thousands, € in Millions | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Jan. 01, 2022 USD ($) |
Operating Leases | |||
2023 | $ 54,171 | ||
2024 | 45,047 | ||
2025 | 35,184 | ||
2026 | 23,123 | ||
2027 | 15,846 | ||
Thereafter | 31,629 | ||
Operating lease, obligations | 205,000 | ||
Less amounts representing interest | (14,065) | ||
Lease obligations included in current and long-term liabilities | 190,935 | $ 158,482 | |
Finance Leases | |||
2023 | 3,839 | ||
2024 | 3,276 | ||
2025 | 3,215 | ||
2026 | 1,788 | ||
2027 | 1,318 | ||
Thereafter | 1,806 | ||
Finance lease, obligations | 15,242 | ||
Less amounts representing interest | (804) | ||
Lease obligations included in current and long-term liabilities | $ 14,438 | € 8.6 | |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Long-term debt, net of current portion | Long-term debt, net of current portion |
Debt Schedule of Long Term Debt
Debt Schedule of Long Term Debt (Details) $ in Thousands, € in Millions | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Jun. 09, 2022 | Jan. 01, 2022 USD ($) | Apr. 03, 2019 | May 02, 2018 | Jun. 03, 2015 | Jan. 02, 2014 |
Debt Instrument [Line Items] | ||||||||
Debt and capital lease obligations | $ 3,384,815 | $ 1,463,381 | ||||||
Less Current Maturities | 69,846 | 24,407 | ||||||
Long-term debt, net of current portion | 3,314,969 | 1,438,974 | ||||||
Senior Secured Facilities [Member] | Foreign Line of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Line of Credit | 13,000 | |||||||
Revolving Credit Facility [Member] | Senior Secured Facilities [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt | 135,028 | 160,000 | ||||||
Revolving Credit Facility [Member] | Senior Secured Facilities [Member] | Revolving Credit Facility [Member] | Euro Member Countries, Euro | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Line of Credit | 32,000 | € 30 | ||||||
Term Loan B Facility [Member] | Senior Secured Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt | 198,698 | 198,072 | ||||||
Long-term Debt, Gross | 200,000 | 200,000 | ||||||
Unamortized Debt Issuance Expense | $ (1,302) | (1,928) | ||||||
Senior Notes [Member] | Senior Notes 5.25% Due 2027 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.47% | 5.47% | ||||||
Long-term Debt | $ 495,873 | 495,041 | ||||||
Long-term Debt, Gross | 500,000 | 500,000 | ||||||
Unamortized Debt Issuance Expense | $ (4,127) | (4,959) | ||||||
Annual interest rate | 5.25% | 5.25% | 5.25% | |||||
Senior Notes [Member] | Senior Notes 5.375% Due 2022 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual interest rate | 5.375% | |||||||
Senior Notes [Member] | Senior Notes 4.75% Due 2022 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual interest rate | 4.75% | |||||||
Senior Notes [Member] | Senior Notes 3.625% Due 2026 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Line of Credit | € | € 515 | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.83% | 3.83% | ||||||
Long-term Debt | $ 546,086 | 577,949 | ||||||
Long-term Debt, Gross | 549,814 | 582,980 | ||||||
Unamortized Debt Issuance Expense | $ (3,728) | (5,031) | ||||||
Annual interest rate | 3.625% | 3.625% | 3.625% | |||||
Senior Notes [Member] | Senior Notes 6% Due 2030 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.12% | 6.12% | ||||||
Long-term Debt | $ 992,772 | 0 | ||||||
Long-term Debt, Gross | $ 1,000,000 | 0 | ||||||
Annual interest rate | 6% | 6% | 6% | |||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | $ (7,228) | 0 | ||||||
Other Notes and Obligations [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt | 124,364 | 32,319 | ||||||
Other Notes and Obligations [Member] | Foreign Line of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Line of Credit | 9,800 | |||||||
Other Notes and Obligations [Member] | Other Debt Obligations [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt | 39,400 | |||||||
Term A-1 Facility | Senior Secured Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Line of Credit | 400,000 | |||||||
Long-term Debt | 399,278 | 0 | ||||||
Long-term Debt, Gross | 400,000 | 0 | ||||||
Unamortized Debt Issuance Expense | (722) | 0 | ||||||
Term A-2 Facility | Senior Secured Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Line of Credit | 500,000 | |||||||
Long-term Debt | 492,716 | 0 | ||||||
Long-term Debt, Gross | 493,750 | 0 | ||||||
Unamortized Debt Issuance Expense | $ (1,034) | $ 0 |
Debt Narrative (Details)
Debt Narrative (Details) | 12 Months Ended | ||||||||||
Aug. 17, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Jun. 09, 2022 USD ($) | Jan. 01, 2022 USD ($) | Dec. 09, 2021 USD ($) | Dec. 08, 2021 USD ($) | Apr. 03, 2019 USD ($) | May 02, 2018 EUR (€) | Jun. 03, 2015 | Jan. 02, 2014 | |
Debt Instrument [Line Items] | |||||||||||
Current portion of long-term debt | $ 69,846,000 | $ 24,407,000 | |||||||||
Long-term debt, net of current portion | 3,314,969,000 | 1,438,974,000 | |||||||||
Finance Lease, Liability | $ 14,438,000 | € 8,600,000 | |||||||||
Senior Secured Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, term | 5 years | ||||||||||
US Finance Lease Obligations | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Finance Lease, Liability | $ 5,300,000 | ||||||||||
Term Loan B Facility [Member] | Senior Secured Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term Debt | 198,698,000 | 198,072,000 | |||||||||
Revolving Credit Facility [Member] | Senior Secured Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | 515,000,000 | ||||||||||
Senior Notes [Member] | Senior Notes 3.625% Due 2026 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | € | € 515,000,000 | ||||||||||
Face amount of debt insturment | € | € 515,000,000 | ||||||||||
Long-term Debt | $ 546,086,000 | 577,949,000 | |||||||||
Annual interest rate | 3.625% | 3.625% | 3.625% | ||||||||
Senior Notes [Member] | Senior Notes 5.25% Due 2027 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount of debt insturment | $ 500,000,000 | ||||||||||
Long-term Debt | $ 495,873,000 | 495,041,000 | |||||||||
Annual interest rate | 5.25% | 5.25% | 5.25% | ||||||||
Senior Notes [Member] | Senior Notes 5.375% Due 2022 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Annual interest rate | 5.375% | ||||||||||
Senior Notes [Member] | Senior Notes 4.75% Due 2022 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Annual interest rate | 4.75% | ||||||||||
Senior Notes [Member] | Senior Notes 6% Due 2030 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount of debt insturment | $ 250,000,000 | $ 1,000,000,000 | $ 750,000,000 | ||||||||
Long-term Debt | $ 992,772,000 | 0 | |||||||||
Annual interest rate | 6% | 6% | 6% | ||||||||
Debt Issuance Costs, Net | $ 12,700,000 | ||||||||||
Proceeds from Issuance of Senior Long-Term Debt | 255,000,000 | ||||||||||
Debt Instrument, Unamortized Premium | $ 5,000,000 | ||||||||||
Secured Debt [Member] | Senior Secured Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum availability | 3,725,000,000 | ||||||||||
Debt Issuance Costs, Net | 3,800,000 | ||||||||||
Other Notes and Obligations [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term Debt | 124,364,000 | 32,319,000 | |||||||||
Other Notes and Obligations [Member] | Bank Overdrafts [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term Debt | 24,200,000 | ||||||||||
Other Notes and Obligations [Member] | Other Debt Obligations [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term Debt | 39,400,000 | ||||||||||
Other Notes and Obligations [Member] | Other Debt Obligations [Member] | Brazil, Brazil Real | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term Debt | 51,000,000 | ||||||||||
Term A-1 Facility | Senior Secured Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | 400,000,000 | ||||||||||
Long-term Debt | 399,278,000 | 0 | |||||||||
Term A-1 Facility | Senior Secured Facilities [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | United States of America, Dollars | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | 400,000,000 | ||||||||||
Term A-2 Facility | Senior Secured Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | 500,000,000 | ||||||||||
Long-term Debt | 492,716,000 | 0 | |||||||||
Term A-2 Facility | Senior Secured Facilities [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | United States of America, Dollars | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | 493,800,000 | ||||||||||
Term A-3 Facility | Senior Secured Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Availability | 300,000,000 | ||||||||||
Term A-4 Facility | Senior Secured Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Availability | 500,000,000 | ||||||||||
Revolving Credit Facility [Member] | Senior Secured Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum availability | 1,500,000,000 | $ 1,500,000,000 | $ 1,000,000,000 | ||||||||
Availability | 1,313,000,000 | ||||||||||
Revolving Credit Facility [Member] | Senior Secured Facilities [Member] | Base Rate [Member] | United States of America, Dollars | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | 83,000,000 | ||||||||||
Revolving Credit Facility [Member] | Senior Secured Facilities [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | United States of America, Dollars | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | 20,000,000 | ||||||||||
Revolving Credit Facility [Member] | Senior Secured Facilities [Member] | EURIBOR | Euro Member Countries, Euro | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | € | € 30,000,000 | ||||||||||
Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Senior Secured Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term Debt | 135,028,000 | $ 160,000,000 | |||||||||
Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Senior Secured Facilities [Member] | Euro Member Countries, Euro | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | 32,000,000 | € 30,000,000 | |||||||||
Revolving Credit Facility [Member] | Secured Debt [Member] | Senior Secured Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Availability | 1,460,000,000 | ||||||||||
Revolving Credit Facility [Member] | Secured Debt [Member] | Senior Secured Facilities [Member] | United States of America, Dollars | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Availability | 40,000,000 | ||||||||||
Term Loan A Facility [Member] | Senior Secured Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount of debt insturment | $ 400,000,000 | ||||||||||
Line of credit facility, term | 5 years | ||||||||||
Term Loan A Facility [Member] | Secured Debt [Member] | Senior Secured Facilities [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | United States of America, Dollars | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 1.50% | ||||||||||
Letter of Credit [Member] | Senior Secured Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | $ 3,900,000 | ||||||||||
Maximum availability | $ 150,000,000 | ||||||||||
Secured Debt [Member] | Senior Secured Facilities [Member] | Base Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 0.25% | ||||||||||
Line of credit facility, interest rate at period end | 7.75% | 7.75% | |||||||||
Secured Debt [Member] | Senior Secured Facilities [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 1.25% | ||||||||||
Line of credit facility, interest rate at period end | 5.6725% | 5.6725% | |||||||||
Secured Debt [Member] | Senior Secured Facilities [Member] | EURIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 1.25% | ||||||||||
Line of credit facility, interest rate at period end | 3.148% | 3.148% | |||||||||
Secured Debt [Member] | Term A-1 Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 1.50% | ||||||||||
Line of credit facility, interest rate at period end | 5.923% | 5.923% | |||||||||
Secured Debt [Member] | Term A-2 Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 1.25% | ||||||||||
Line of credit facility, interest rate at period end | 5.673% | 5.673% | |||||||||
Secured Debt [Member] | Secured Debt [Member] | Senior Secured Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 1.25% | ||||||||||
Secured Debt [Member] | Secured Debt [Member] | Senior Secured Facilities [Member] | Base Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 0.25% | ||||||||||
Swingline Sub-Facility [Member] | Senior Secured Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum availability | $ 50,000,000 | ||||||||||
Term Loan B Facility [Member] | Senior Secured Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount of debt insturment | 525,000,000 | ||||||||||
Term Loan B Facility [Member] | Senior Secured Facilities [Member] | United States of America, Dollars | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | $ 200,000,000 | ||||||||||
Term Loan B Facility [Member] | Senior Secured Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 2% | ||||||||||
Line of credit facility, interest rate at period end | 6.30% | 6.30% | |||||||||
Term Loan B Facility [Member] | Secured Debt [Member] | Senior Secured Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | United States of America, Dollars | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 2% | ||||||||||
Term Loan B Facility [Member] | Secured Debt [Member] | Senior Secured Facilities [Member] | Base Rate [Member] | United States of America, Dollars | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 1% | ||||||||||
Foreign Line of Credit [Member] | Senior Secured Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | $ 13,000,000 | ||||||||||
Foreign Line of Credit [Member] | Other Notes and Obligations [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | 9,800,000 | ||||||||||
Ancillary Facilities | Senior Secured Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | 48,100,000 | ||||||||||
Term A-2 Facility | Senior Secured Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount of debt insturment | $ 500,000,000 | ||||||||||
Term A-2 Facility | Secured Debt [Member] | Senior Secured Facilities [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | United States of America, Dollars | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 1.25% | ||||||||||
Term A-3 Facility | Senior Secured Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount of debt insturment | $ 300,000,000 | ||||||||||
Term A-4 Facility | Senior Secured Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount of debt insturment | 500,000,000 | ||||||||||
Term A-1 Facility | Senior Secured Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount of debt insturment | 400,000,000 | ||||||||||
Domestic Line of Credit | Senior Secured Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | $ 10,900,000 |
Debt Debt Maturiities (Details)
Debt Debt Maturiities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 70,108 |
2024 | 242,613 |
2025 | 52,021 |
2026 | 1,527,179 |
2027 | 503,038 |
thereafter | 1,007,997 |
Long-term Debt | $ 3,402,956 |
Other Noncurrent Liabilities (D
Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
OTHER NONCURRENT LIABILITIES [Abstract] | ||
Accrued pension liability (Note 15) | $ 22,538 | $ 36,268 |
Reserve for self-insurance, litigation, environmental and tax matters (Note 20) | 76,685 | 67,435 |
Business Combination, Consideration Transferred, Liability Hold-backs | 26,113 | 3,705 |
Business Combination, Contingent Consideration, Liability, Noncurrent | 169,903 | 0 |
Other | 3,694 | 3,621 |
Total other noncurrent liabilities | $ 298,933 | $ 111,029 |
Income Taxes Income Taxes - Nar
Income Taxes Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Income tax expense | $ 146,626 | $ 164,106 | $ 53,289 |
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | 1,600 | ||
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 102,500 | ||
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | 122,900 | ||
Deferred Tax Assets, Valuation Allowance | 4,800 | ||
Operating Loss Carryforwards, Valuation Allowance | 8,000 | ||
Unrecognized Tax Benefits | 17,842 | 10,508 | $ 5,039 |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | 100 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 1,300 | ||
Deferred Tax Liabilities, Undistributed Foreign Earnings | 12,890 | $ 10,379 | |
Foreign Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Tax Credit Carryforward, Amount | 20,400 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | 319,800 | ||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 215,900 | ||
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 103,900 | ||
Deferred Tax Asset, Interest Carryforward | 63,200 | ||
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | 1,054,000 | ||
Deferred Tax Assets, Capital Loss Carryforwards | 21,100 | ||
Tax Credit Carryforward, Amount | 800 | ||
Deferred Tax Asset, Interest Carryforward | 100,500 | ||
Domestic Tax Authority | Tax Year 2036 | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | 14,500 | ||
Domestic Tax Authority | Indefinite Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $ 1,039,500 |
Income Taxes - Income From Oper
Income Taxes - Income From Operations Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 551,521 | $ 545,861 | $ 265,950 |
Foreign | 342,197 | 275,535 | 87,669 |
Income before income taxes | $ 893,718 | $ 821,396 | $ 353,619 |
Income Taxes - Expense Benefit
Income Taxes - Expense Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Current: | |||
Federal | $ (206) | $ (31) | $ (72) |
State | 2,288 | 8,442 | 1,595 |
Foreign | 105,368 | 60,730 | 36,453 |
Total current | 107,450 | 69,141 | 37,976 |
Deferred: | |||
Federal | 35,290 | 66,883 | 20,827 |
State | 18,150 | 19,495 | 840 |
Foreign | (14,264) | 8,587 | (6,354) |
Total deferred | 39,176 | 94,965 | 15,313 |
Income Tax Expense (Benefit) | $ 146,626 | $ 164,106 | $ 53,289 |
Income Taxes Income Taxes - Rec
Income Taxes Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Computed "expected" tax expense | $ 187,681 | $ 172,493 | $ 74,260 |
Change in valuation allowance | (3,241) | (4,996) | (522) |
Non-deductible compensation expenses | 5,320 | 4,324 | 4,723 |
Deferred tax on unremitted foreign earnings | 4,939 | 3,415 | (548) |
Foreign rate differential | 17,628 | 14,748 | 7,077 |
Change in uncertain tax positions | 8,167 | 6,809 | (4,650) |
State income taxes, net of federal benefit | 10,738 | 18,205 | 2,702 |
Biofuel tax incentives | (77,189) | (38,778) | (31,725) |
Change in tax law | (13) | 1,869 | 3,699 |
Equity compensation windfall | (13,441) | (11,046) | (2,897) |
Other, net | 6,037 | (2,937) | 1,170 |
Income Tax Expense (Benefit) | $ 146,626 | $ 164,106 | $ 53,289 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Deferred tax assets: | ||
Loss contingency reserves | $ 11,775 | $ 11,169 |
Employee benefits | 14,480 | 13,059 |
Pension liability | 3,505 | 8,208 |
Interest expense carryforwards | 28,769 | 46 |
Tax loss carryforwards | 275,675 | 123,194 |
Tax credit carryforwards | 2,432 | 4,267 |
Operating lease liabilities | 53,765 | 41,949 |
Inventory | 15,002 | 8,533 |
Accrued liabilities and other | 18,408 | 16,271 |
Total gross deferred tax assets | 423,811 | 226,696 |
Less valuation allowance | (12,788) | (17,685) |
Net deferred tax assets | 411,023 | 209,011 |
Deferred tax liabilities: | ||
Intangible assets amortization, including taxable goodwill | (238,347) | (172,575) |
Property, plant and equipment depreciation | (218,316) | (140,158) |
Investment in DGD Joint Venture | (344,633) | (188,154) |
Operating lease assets | (52,330) | (40,965) |
Tax on unremitted foreign earnings | (12,890) | (10,379) |
Other | (8,451) | (3,511) |
Total gross deferred tax liabilities | (874,967) | (555,742) |
Net deferred tax liability | (463,944) | (346,731) |
Non-current deferred tax asset | 17,888 | 16,211 |
Non-current deferred tax liability | $ (481,832) | $ (362,942) |
Income Taxes Reconciliation of
Income Taxes Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of Year | $ 10,508 | $ 5,039 |
Change in tax positions related to current year | 7,904 | 5,940 |
Change in tax positions related to prior years | (38) | (471) |
Change in tax positions due to settlement with tax authorities | 0 | 0 |
Expiration of the Statute of Limitations | (532) | 0 |
Balance at end of year | $ 17,842 | $ 10,508 |
Stockholders' Equity and Stoc_3
Stockholders' Equity and Stock-Based Compensation Narrative (Details) - USD ($) | 12 Months Ended | |||||||
Jan. 03, 2022 | Dec. 09, 2021 | Jan. 04, 2021 | Jan. 06, 2020 | Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | Aug. 07, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock repurchase program, period in force | 2 years | |||||||
Stock repurchase program, authorized amount | $ 500,000,000 | |||||||
Payments for Repurchase of Common Stock | $ 125,531,000 | $ 167,708,000 | $ 55,044,000 | |||||
Stock repurchase program, remaining authorized repurchase amount | $ 374,500,000 | |||||||
Omnibus Incentive Plan 2017 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized | 20,166,500 | |||||||
Number of shares available for grant | 9,193,135 | |||||||
Performance Shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Performance period two | 3 years | 3 years | 3 years | |||||
Annual vesting after initial cliff | 33.33% | |||||||
Shares granted (in shares) | 115,615 | 126,711 | 224,481 | 115,615 | 126,711 | 224,481 | ||
Incentive Stock Options [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 0 | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Annual vesting after initial cliff | 33.33% | |||||||
Shares granted (in shares) | 82,791 | 90,689 | 41,625 |
Stockholders' Equity and Stoc_4
Stockholders' Equity and Stock-Based Compensation Stock Option Awards (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Jan. 06, 2020 | Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options outstanding, Weighted-average remaining contractual life (in years) | 4 years 3 months 18 days | 5 years 2 months 12 days | 6 years 2 months 12 days | 6 years 6 months | |
Granted (in shares) | 0 | 0 | 550,941 | ||
Proceeds from stock options exercised | $ 0.1 | $ 0.1 | $ 0.1 | ||
Share-based Payment Arrangement, Exercise of Option, Tax Benefit | 3.7 | 4.5 | 2.4 | ||
Exercises in period, intrinsic value | 21.7 | 29.5 | 19.5 | ||
Vested in period, fair value | 24.8 | $ 19.9 | $ 17.4 | ||
Outstanding, intrinsic value | 125 | ||||
Exercisable, intrinsic value | 119.7 | ||||
Total compensation cost not yet recognized | $ 10.2 | ||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 3 months 18 days | ||||
Options exercisable, Weighted-average remaining contractual life (in years) | 4 years 1 month 6 days | ||||
Nonqualified Stock Options Under Long Term Incentive Program [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 550,941 | ||||
Award vesting rights, percentage | 33.33% | ||||
Expiration period | 10 years | ||||
Incentive Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 0 |
Stockholders' Equity and Stoc_5
Stockholders' Equity and Stock-Based Compensation Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||||
Jan. 06, 2020 | Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | |
Summary of stock option activity [Roll Forward] | |||||
Options outstanding at the beginning of year (in shares) | 3,147,814 | 3,691,515 | 3,978,485 | ||
Options outstanding at the beginning of year, Weighted-average exercise price per share (in usd per share) | $ 17.43 | $ 17.31 | $ 14.59 | ||
Granted (in shares) | 0 | 0 | 550,941 | ||
Granted, Weighted-average exercise price per share (in usd per share) | $ 0 | $ 0 | $ 28.89 | ||
Exercised (in shares) | (386,460) | (521,177) | (837,911) | ||
Exercised, Weighted-average exercise price per share (in usd per share) | $ 18.84 | $ 16.44 | $ 12.01 | ||
Forfeited (in shares) | (4,767) | (22,524) | 0 | ||
Forfeited, Weighted-average exercise price per share (in usd per share) | $ 20.32 | $ 20.12 | $ 0 | ||
Expired (in shares) | 0 | 0 | 0 | ||
Expired, Weighted average exercise price per share (in usd per share) | $ 0 | $ 0 | $ 0 | ||
Options outstanding at the end of year (in shares) | 2,756,587 | 3,147,814 | 3,691,515 | 3,978,485 | |
Options outstanding at the end of year, Weighted-average exercise price per share (in usd per share) | $ 17.23 | $ 17.43 | $ 17.31 | $ 14.59 | |
Options outstanding, Weighted-average remaining contractual life (in years) | 4 years 3 months 18 days | 5 years 2 months 12 days | 6 years 2 months 12 days | 6 years 6 months | |
Options exercisable (in shares) | 2,597,354 | ||||
Options exercisable, Weighted-average exercise price per share (in usd per share) | $ 16.51 | ||||
Options exercisable, Weighted-average remaining contractual life (in years) | 4 years 1 month 6 days | ||||
Nonqualified Stock Options Under Long Term Incentive Program [Member] | |||||
Summary of stock option activity [Roll Forward] | |||||
Granted (in shares) | 550,941 |
Stockholders' Equity and Stoc_6
Stockholders' Equity and Stock-Based Compensation Weighted Average Assumptions (Details) | 12 Months Ended |
Jan. 02, 2021 $ / shares | |
Stockholders' Equity and Stock-Based Compensation [Abstract] | |
Expected dividend yield | 0% |
Risk-free interest rate | 1.65% |
Expected term | 5 years 11 months 8 days |
Expected volatility | 27.40% |
Fair value of options granted (in usd per share) | $ 8.64 |
Stockholders' Equity and Stoc_7
Stockholders' Equity and Stock-Based Compensation Non-Vested Stock, Restricted Stock Unit and Performance Share Unit Awards (Details) - shares | 12 Months Ended | |||||
Jan. 03, 2022 | Jan. 04, 2021 | Jan. 06, 2020 | Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Performance Shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Annual vesting after initial cliff | 33.33% | |||||
Shares granted (in shares) | 115,615 | 126,711 | 224,481 | 115,615 | 126,711 | 224,481 |
Performance period two | 3 years | 3 years | 3 years | |||
Stock Awards [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares granted (in shares) | 124,416 | 90,689 | 11,000 | |||
Shares vested (in shares) | (35,337) | (11,545) | (375) | |||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Annual vesting after initial cliff | 33.33% | |||||
Common stock equivalent (in shares) | 1 | |||||
Shares granted (in shares) | 82,791 | 90,689 | 41,625 |
Stockholders' Equity and Stoc_8
Stockholders' Equity and Stock-Based Compensation Fiscal 2019 and Fiscal 2021 LTIP PSU Awards (Details) - Performance Shares [Member] - shares | 12 Months Ended | |||||
Jan. 03, 2022 | Jan. 04, 2021 | Jan. 06, 2020 | Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares granted (in shares) | 115,615 | 126,711 | 224,481 | 115,615 | 126,711 | 224,481 |
Performance period two | 3 years | 3 years | 3 years | |||
PSUs earned may be reduced | 30% | |||||
Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Target percentage | 0% | |||||
Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Target percentage | 225% |
Stockholders' Equity and Stoc_9
Stockholders' Equity and Stock-Based Compensation Summary of Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0% | ||
Risk-free interest rate | 1.65% | ||
Expected term | 5 years 11 months 8 days | ||
Expected volatility | 27.40% | ||
Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0% | 0% | 0% |
Risk-free interest rate | 1.04% | 0.16% | 1.55% |
Expected term | 3 years | 3 years | 2 years 11 months 26 days |
Expected volatility | 44.10% | 39.90% | 25.80% |
Stockholders' Equity and Sto_10
Stockholders' Equity and Stock-Based Compensation Summary of the Company’s LTIP PSU Awards (Details) - Performance Shares [Member] - $ / shares | 12 Months Ended | |||||
Jan. 03, 2022 | Jan. 04, 2021 | Jan. 06, 2020 | Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Summary of non-vested and restricted stock awards [Roll Forward] | ||||||
Beginning balance nonvested (in shares) | 1,399,178 | 2,203,078 | 1,893,473 | |||
Nonvested, Weighted Average Grant Date Fair Value (in usd per share) | $ 20.82 | $ 14.80 | $ 12.54 | |||
Shares granted (in shares) | 115,615 | 126,711 | 224,481 | 115,615 | 126,711 | 224,481 |
Shares granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ 75.13 | $ 61.12 | $ 31.80 | |||
Additional PSU awards vested from performance (in shares) | 367,746 | 367,109 | 434,666 | |||
Shares vested, Weighted Average Grant Date Fair Value (in dollars per share) | $ 21.50 | $ 20.60 | $ 11.14 | |||
Stock issued for PSU's (in shares) | (1,429,198) | (1,276,120) | (349,210) | |||
Stock issued for PSU's, Weighted Average Grant Date Fair Value (in dollars per share) | $ 15.87 | $ 14.17 | $ 8.91 | |||
Forfeited in Period (in shares) | (14,035) | (21,600) | (332) | |||
Shares forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | $ 57.54 | $ 32.45 | $ 26.88 | |||
Nonvested, Weighted Average Grant Date Fair Value (in usd per share) | $ 50.58 | $ 20.82 | $ 14.80 | |||
Ending balance nonvested (in shares) | 439,306 | 1,399,178 | 2,203,078 | |||
Performance period two | 3 years | 3 years | 3 years |
Stockholders' Equity and Sto_11
Stockholders' Equity and Stock-Based Compensation Summary of the Company’s Non-vested Stock (Details) - $ / shares | 12 Months Ended | |||||
Jan. 03, 2022 | Jan. 04, 2021 | Jan. 06, 2020 | Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Stock Awards [Member] | ||||||
Summary of stock option activity [Roll Forward] | ||||||
Beginning balance nonvested (in shares) | 87,934 | 11,375 | 750 | |||
Nonvested, Weighted Average Grant Date Fair Value (in usd per share) | $ 56.93 | $ 35 | $ 15.50 | |||
Shares granted (in shares) | 124,416 | 90,689 | 11,000 | |||
Shares granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ 70.67 | $ 56.93 | $ 35.66 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (35,337) | (11,545) | (375) | |||
Shares vested, Weighted Average Grant Date Fair Value (in dollars per share) | $ 58.23 | $ 35.32 | $ 15.50 | |||
Forfeited in Period (in shares) | (6,764) | (2,585) | 0 | |||
Shares forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | $ 66.67 | $ 56.93 | $ 0 | |||
Ending balance nonvested (in shares) | 170,249 | 87,934 | 11,375 | |||
Nonvested, Weighted Average Grant Date Fair Value (in usd per share) | $ 66.31 | $ 56.93 | $ 35 | |||
Performance Shares [Member] | ||||||
Summary of stock option activity [Roll Forward] | ||||||
Beginning balance nonvested (in shares) | 1,399,178 | 2,203,078 | 1,893,473 | |||
Nonvested, Weighted Average Grant Date Fair Value (in usd per share) | $ 20.82 | $ 14.80 | $ 12.54 | |||
Shares granted (in shares) | 115,615 | 126,711 | 224,481 | 115,615 | 126,711 | 224,481 |
Shares granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ 75.13 | $ 61.12 | $ 31.80 | |||
Additional PSU awards vested from performance (in shares) | 367,746 | 367,109 | 434,666 | |||
Shares vested, Weighted Average Grant Date Fair Value (in dollars per share) | $ 21.50 | $ 20.60 | $ 11.14 | |||
Stock issued for PSU's (in shares) | (1,429,198) | (1,276,120) | (349,210) | |||
Stock issued for PSU's, Weighted Average Grant Date Fair Value (in dollars per share) | $ 15.87 | $ 14.17 | $ 8.91 | |||
Forfeited in Period (in shares) | (14,035) | (21,600) | (332) | |||
Shares forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | $ 57.54 | $ 32.45 | $ 26.88 | |||
Ending balance nonvested (in shares) | 439,306 | 1,399,178 | 2,203,078 | |||
Nonvested, Weighted Average Grant Date Fair Value (in usd per share) | $ 50.58 | $ 20.82 | $ 14.80 | |||
Restricted Stock Units (RSUs) [Member] | ||||||
Summary of stock option activity [Roll Forward] | ||||||
Shares granted (in shares) | 82,791 | 90,689 | 41,625 |
Stockholders' Equity and Sto_12
Stockholders' Equity and Stock-Based Compensation Nonemployee Director Restricted Stock and Restricted Stock Unit Awards (Details) $ in Thousands | Dec. 31, 2016 USD ($) |
Director Restricted Stock Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock available for grant per employee | $ 135 |
Stockholders' Equity and Sto_13
Stockholders' Equity and Stock-Based Compensation Non-employee Director Restricted Stock Awards (Details) - Director Restricted Stock Plan [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Summary of non-vested and restricted stock awards [Roll Forward] | |||
Ending balance nonvested (in shares) | 208,934 | 186,175 | 236,277 |
Nonvested, Weighted Average Grant Date Fair Value (in usd per share) | $ 22.43 | $ 17.79 | $ 16.89 |
Shares granted (in shares) | 22,759 | 18,098 | 48,267 |
Shares granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ 73.03 | $ 70.86 | $ 20.51 |
Restrictions Lapsed (in shares) | 0 | (68,200) | (73,354) |
Restrictions Lapsed, Weighted Average Grant Date Fair Value (in dollars per share) | $ 0 | $ 19.21 | $ 16.33 |
Forfeited in Period (in shares) | 0 | 0 | 0 |
Shares forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | $ 0 | $ 0 | $ 0 |
Beginning balance nonvested (in shares) | 186,175 | 236,277 | 261,364 |
Nonvested, Weighted Average Grant Date Fair Value (in usd per share) | $ 27.94 | $ 22.43 | $ 17.79 |
Comprehensive Income (Details)
Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Before-Tax Amount | |||
Actuarial (loss)/gain recognized | $ 9,884 | $ 12,415 | $ (9,470) |
Amortization of actuarial gain/(loss) | 2,235 | 4,228 | 3,405 |
Amortization of curtailment | 69 | ||
Amortization of prior service costs | 22 | 25 | 33 |
Amortization of settlement | (22) | 210 | (30) |
Special termination benefits recognized | 38 | 0 | 0 |
Other | 48 | (16) | 11 |
Total defined benefit pension plans | 12,205 | 16,862 | (5,982) |
Tax (Expense) or Benefit | |||
Actuarial (loss)/gain recognized | (2,645) | (3,185) | 2,547 |
Amortization of actuarial gain/(loss) | (584) | (978) | (862) |
Amortization of curtailment | (15) | ||
Amortization of prior service costs | (5) | (3) | (8) |
Amortization of settlement | 5 | (27) | 7 |
Special termination benefits recognized | (10) | ||
Other | 0 | 0 | 0 |
Total defined benefit pension plans | (3,239) | (4,193) | 1,669 |
Net-of-Tax Amount | |||
Actuarial (loss)/gain recognized | 7,239 | 9,230 | (6,923) |
Amortization of actuarial gain/(loss) | 1,651 | 3,250 | 2,543 |
Amortization of prior service costs | 17 | 22 | 25 |
Amortization of curtailment | 54 | ||
Amortization of settlement | (17) | 183 | (23) |
Special termination benefits recognized | 28 | ||
Other | 48 | (16) | 11 |
Total defined benefit pension plans | 8,966 | 12,669 | (4,313) |
Before-Tax Amount | |||
Foreign currency translation | (89,686) | (77,287) | 73,845 |
Tax (Expense) or Benefit | |||
Foreign currency translation | 1,830 | 3,068 | (3,525) |
Net-of-Tax Amount | |||
Foreign currency translation | (87,856) | (74,219) | 70,320 |
Other comprehensive income/(loss) | (57,471) | (65,978) | 72,554 |
Other comprehensive income/(loss) | (7,787) | 1,186 | (4,256) |
Other comprehensive income/(loss) | (65,258) | (64,792) | 68,298 |
Heating Oil Swaps And Options [Member] | |||
Before-Tax Amount | |||
Activity recognized in other comprehensive income (loss) | (3,294) | 1,199 | 1,457 |
Total heating oil derivatives | (3,294) | 1,199 | 1,457 |
Tax (Expense) or Benefit | |||
Activity recognized in other comprehensive income (loss) | 836 | (305) | (353) |
Total heating oil derivatives | 836 | (305) | (353) |
Net-of-Tax Amount | |||
Activity recognized in other comprehensive income (loss) | (2,458) | 894 | 1,104 |
Total heating oil derivatives | (2,458) | 894 | 1,104 |
Corn Option [Member] | |||
Before-Tax Amount | |||
Reclassified to earnings | 15,408 | 17,005 | 123 |
Activity recognized in other comprehensive income (loss) | (10,653) | (14,541) | (7,803) |
Total heating oil derivatives | 4,755 | 2,464 | (7,680) |
Tax (Expense) or Benefit | |||
Reclassified to earnings | (3,914) | (4,319) | (31) |
Activity recognized in other comprehensive income (loss) | 2,706 | 3,693 | 1,980 |
Total heating oil derivatives | (1,208) | (626) | 1,949 |
Net-of-Tax Amount | |||
Reclassified to earnings | 11,494 | 12,686 | 92 |
Activity recognized in other comprehensive income (loss) | (7,947) | (10,848) | (5,823) |
Total heating oil derivatives | 3,547 | 1,838 | (5,731) |
Foreign Exchange Contract [Member] | |||
Before-Tax Amount | |||
Reclassified to earnings | (14,549) | (2,333) | (13,809) |
Activity recognized in other comprehensive income (loss) | 32,644 | (6,694) | 24,325 |
Total heating oil derivatives | 18,095 | (9,027) | 10,516 |
Tax (Expense) or Benefit | |||
Reclassified to earnings | 4,737 | 826 | 5,114 |
Activity recognized in other comprehensive income (loss) | (10,628) | 2,368 | (9,009) |
Total heating oil derivatives | (5,891) | 3,194 | (3,895) |
Net-of-Tax Amount | |||
Reclassified to earnings | (9,812) | (1,507) | (8,695) |
Activity recognized in other comprehensive income (loss) | 22,016 | (4,326) | 15,316 |
Total heating oil derivatives | 12,204 | (5,833) | 6,621 |
Soybean Meal [Member] | |||
Before-Tax Amount | |||
Reclassified to earnings | (521) | (274) | 49 |
Activity recognized in other comprehensive income (loss) | 975 | 85 | 349 |
Total heating oil derivatives | 454 | (189) | 398 |
Tax (Expense) or Benefit | |||
Reclassified to earnings | 132 | 70 | (12) |
Activity recognized in other comprehensive income (loss) | (247) | (22) | (89) |
Total heating oil derivatives | (115) | 48 | (101) |
Net-of-Tax Amount | |||
Reclassified to earnings | (389) | (204) | 37 |
Activity recognized in other comprehensive income (loss) | 728 | 63 | 260 |
Total heating oil derivatives | $ 339 | $ (141) | $ 297 |
Comprehensive Income Reclassifi
Comprehensive Income Reclassifications (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Net sales | $ 6,532,204 | $ 4,741,369 | $ 3,571,923 | |
Cost of sales and operating expenses | 5,002,609 | 3,499,385 | 2,688,815 | |
Amortization of prior service cost | 22 | 25 | 33 | |
Amortization of actuarial loss | (2,235) | (4,228) | (3,405) | |
Amortization of curtailment | (69) | |||
Amortization of settlement | 22 | (210) | 30 | |
Special termination benefits recognized | (38) | 0 | 0 | |
Income taxes | (146,626) | (164,106) | (53,289) | |
Net income | 737,690 | 650,914 | 296,819 | |
Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Net income | (2,972) | (14,430) | 5,967 | |
Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member] | Soybean Meal [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Net sales | 521 | 274 | (49) | |
Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member] | Foreign Exchange Contract [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Net sales | 14,549 | 2,333 | 13,809 | |
Reclassification out of Accumulated Other Comprehensive Income [Member] | Derivative Instruments | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Income from operations before income taxes | (338) | (14,398) | 13,637 | |
Income taxes | (955) | 3,423 | (5,071) | |
Net income | (1,293) | (10,975) | 8,566 | |
Reclassification out of Accumulated Other Comprehensive Income [Member] | Derivative Instruments | Corn Option [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Cost of sales and operating expenses | (15,408) | (17,005) | (123) | |
Reclassification out of Accumulated Other Comprehensive Income [Member] | Defined Benefit Pension Plans | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Amortization of prior service cost | [1] | (22) | (25) | (33) |
Amortization of actuarial loss | [1] | (2,235) | (4,228) | (3,405) |
Amortization of curtailment | [1] | 0 | 0 | (69) |
Amortization of settlement | [1] | 22 | (210) | 30 |
Income from operations before income taxes | (2,273) | (4,463) | (3,477) | |
Income taxes | 594 | 1,008 | 878 | |
Net income | $ (1,679) | $ (3,455) | $ (2,599) | |
[1]These items are included in the computation of net periodic pension cost. See Note 15 Employee Benefit Plans for additional information. |
Comprehensive Income AOCI (Deta
Comprehensive Income AOCI (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Beginning balance | $ (321,690) |
Other comprehensive gain before reclassifications | (68,230) |
Amounts reclassified from accumulated other comprehensive income/(loss) | 2,972 |
Net current-period other comprehensive income | (65,258) |
Noncontrolling interest | (3,074) |
Ending balance | (383,874) |
Foreign Currency Translation | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Beginning balance | (289,586) |
Other comprehensive gain before reclassifications | (87,856) |
Amounts reclassified from accumulated other comprehensive income/(loss) | 0 |
Net current-period other comprehensive income | (87,856) |
Noncontrolling interest | (3,074) |
Ending balance | (374,368) |
Derivative Instruments | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Beginning balance | (6,456) |
Other comprehensive gain before reclassifications | 12,339 |
Amounts reclassified from accumulated other comprehensive income/(loss) | 1,293 |
Net current-period other comprehensive income | 13,632 |
Noncontrolling interest | 0 |
Ending balance | 7,176 |
Defined Benefit Pension Plans | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Beginning balance | (25,648) |
Other comprehensive gain before reclassifications | 7,287 |
Amounts reclassified from accumulated other comprehensive income/(loss) | 1,679 |
Net current-period other comprehensive income | 8,966 |
Noncontrolling interest | 0 |
Ending balance | $ (16,682) |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2005 | Dec. 31, 2022 USD ($) plan | Jan. 01, 2022 USD ($) | Jan. 02, 2021 USD ($) | ||
Fair Value Measurement [Domain] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | $ 188,718 | ||||
Fair value of plan assets at end of period | 147,766 | $ 188,718 | |||
Fair Value Measurement [Domain] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 110,463 | ||||
Fair value of plan assets at end of period | 84,401 | 110,463 | |||
Fair Value Measurement [Domain] | Significant Other Observable Inputs (Level 2) [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 14,937 | ||||
Fair value of plan assets at end of period | 14,970 | 14,937 | |||
Fair Value Measurement [Domain] | Fair Value, Inputs, Level 3 [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 2,982 | ||||
Fair value of plan assets at end of period | 1,743 | 2,982 | |||
Projected benefit obligation at beginning of period | 225,808 | 235,977 | |||
Service cost | 3,149 | 3,127 | $ 3,060 | ||
Interest cost | $ 5,231 | $ 4,816 | $ 5,721 | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other expense, net | Other expense, net | Other expense, net | ||
Employee contributions | $ 353 | $ 335 | |||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other expense, net | Other expense, net | Other expense, net | ||
Plan combinations | $ 0 | $ 5,783 | |||
Defined Benefit Plan, Benefit Obligation, Increase (Decrease) for Plan Amendment | 0 | 40 | |||
Employee contributions | 353 | 335 | |||
Actuarial gain | (52,490) | (9,031) | |||
Benefits paid | (9,919) | (9,801) | |||
Effect of settlement | (476) | (1,572) | |||
Special termination benefit recognized | (38) | 0 | $ 0 | ||
Other | (4,148) | (3,866) | |||
Projected benefit obligation at end of period | 167,546 | 225,808 | 235,977 | ||
Fair value of plan assets at beginning of period | 188,718 | 178,978 | |||
Actual return on plan assets | (33,841) | 13,139 | |||
Employer contributions | 5,570 | 3,878 | |||
Plan combinations | 0 | 5,510 | |||
Benefits paid | (9,919) | (9,801) | |||
Effect of settlement | (476) | (1,572) | |||
Other | (2,639) | (1,749) | |||
Fair value of plan assets at end of period | 147,766 | 188,718 | 178,978 | ||
Funded status | (19,780) | (37,090) | |||
Amounts recognized in the consolidated balance sheets consist of: | |||||
Current liability | (1,152) | (936) | |||
Noncurrent liability | (22,538) | (36,268) | |||
Net amount recognized | (19,780) | (37,090) | |||
Assets for Plan Benefits, Defined Benefit Plan | 3,910 | 114 | |||
Amounts recognized in accumulated other comprehensive loss consist of: | |||||
Net actuarial loss | 22,176 | 34,304 | |||
Prior service cost | 101 | 176 | |||
Net amount recognized | [1] | 22,277 | 34,480 | ||
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Tax | 5,600 | 8,800 | |||
Net pension cost includes the following components: | |||||
Service cost | 3,149 | 3,127 | 3,060 | ||
Interest cost | 5,231 | 4,816 | 5,721 | ||
Expected return on plan assets | (8,604) | (9,287) | (8,161) | ||
Net amortization and deferral | 2,257 | 4,253 | 3,438 | ||
Curtailment | 0 | 0 | (678) | ||
Settlement | (22) | 210 | (22) | ||
Special termination benefit recognized | (38) | 0 | 0 | ||
Net pension cost | $ 2,049 | $ 3,119 | $ 3,358 | ||
Weighted average assumptions used to determine benefit obligations: | |||||
Discount rate | 4.82% | 2.40% | 2.10% | ||
Rate of compensation increase | 0.55% | 0.50% | 0.45% | ||
Weighted average assumptions used to determine net periodic benefit cost for the employee benefit pension plans: | |||||
Discount rate | 0.68% | 1.32% | 2.13% | ||
Rate of increase in future compensation levels | 0.51% | 0.52% | 0.41% | ||
Expected long-term rate of return on assets | 4.75% | 5.40% | 5.92% | ||
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |||||
2023 | $ 11,017 | ||||
2024 | 11,489 | ||||
2025 | 11,904 | ||||
2026 | 12,162 | ||||
2027 | 12,995 | ||||
Years 2028 – 2032 | 64,486 | ||||
Multiemployer Plans [Abstract] | |||||
Contributions | $ 3,450 | $ 3,212 | $ 3,229 | ||
Number Of Multiemployer Plans, Withdrawal Obligation | plan | 3 | ||||
Multiemployer Plans, Withdrawal Obligation | $ 3,900 | ||||
Investment Horizon of Greater Than | 10 years | ||||
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Projected Benefit Obligation | $ 110,039 | 182,644 | |||
Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Accumulated Benefit Obligation | 107,807 | 180,303 | |||
Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Plan Assets | $ 86,441 | $ 147,663 | |||
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Settlement Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other expense, net | Other expense, net | Other expense, net | ||
Fair Value, Inputs, Level 3 [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | $ 2,982 | $ 3,249 | |||
Fair value of plan assets at end of period | 1,743 | 2,982 | $ 3,249 | ||
Western Conference Of Teamsters Pension Plan [Member] | |||||
Multiemployer Plans [Abstract] | |||||
Contributions | [2] | 1,516 | 1,294 | 1,429 | |
Central States, Southeast and Southwest Areas Pension Plan [Member] | |||||
Multiemployer Plans [Abstract] | |||||
Contributions | [3],[4] | 899 | 811 | 886 | |
Multiemployer Plans, IRS Extended Amortization Period | 10 years | ||||
Other Multiemployer Plans [Member] | |||||
Multiemployer Plans [Abstract] | |||||
Contributions | $ 1,035 | 1,107 | $ 914 | ||
Maximum [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Multiemployer Plan, Contributions To Individual Plan, Percent | 5% | ||||
Multiemployer Plans [Abstract] | |||||
Investment Objectives Achievement Period | 7 years | ||||
Maximum [Member] | Equity Securities [Member] | |||||
Multiemployer Plans [Abstract] | |||||
Defined Benefit Plan, Target Plan Asset Allocations Range Minimum (Deprecated 2017-01-31) | 65 | ||||
Maximum [Member] | Fixed Income Securities [Member] | |||||
Multiemployer Plans [Abstract] | |||||
Defined Benefit Plan, Target Plan Asset Allocations Range Minimum (Deprecated 2017-01-31) | 80 | ||||
Minimum [Member] | |||||
Multiemployer Plans [Abstract] | |||||
Investment Objectives Achievement Period | 5 years | ||||
Minimum [Member] | Equity Securities [Member] | |||||
Multiemployer Plans [Abstract] | |||||
Defined Benefit Plan, Target Plan Asset Allocations Range Minimum (Deprecated 2017-01-31) | 20 | ||||
Minimum [Member] | Fixed Income Securities [Member] | |||||
Multiemployer Plans [Abstract] | |||||
Defined Benefit Plan, Target Plan Asset Allocations Range Minimum (Deprecated 2017-01-31) | 35 | ||||
Estimate of Fair Value Measurement [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | $ 128,382 | ||||
Fair value of plan assets at end of period | 101,114 | 128,382 | |||
Estimate of Fair Value Measurement [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 110,463 | ||||
Fair value of plan assets at end of period | 84,401 | 110,463 | |||
Estimate of Fair Value Measurement [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 14,937 | ||||
Fair value of plan assets at end of period | 14,970 | 14,937 | |||
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 2,982 | ||||
Fair value of plan assets at end of period | 1,743 | 2,982 | |||
Estimate of Fair Value Measurement [Member] | Fixed Income, Long Term [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 29,180 | ||||
Fair value of plan assets at end of period | 23,028 | 29,180 | |||
Estimate of Fair Value Measurement [Member] | Fixed Income, Long Term [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 29,180 | ||||
Fair value of plan assets at end of period | 23,028 | 29,180 | |||
Estimate of Fair Value Measurement [Member] | Fixed Income, Long Term [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 0 | ||||
Fair value of plan assets at end of period | 0 | 0 | |||
Estimate of Fair Value Measurement [Member] | Fixed Income, Long Term [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 0 | ||||
Fair value of plan assets at end of period | 0 | 0 | |||
Estimate of Fair Value Measurement [Member] | Fixed Income, Short Term [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 3,951 | ||||
Fair value of plan assets at end of period | 4,539 | 3,951 | |||
Estimate of Fair Value Measurement [Member] | Fixed Income, Short Term [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 3,951 | ||||
Fair value of plan assets at end of period | 4,539 | 3,951 | |||
Estimate of Fair Value Measurement [Member] | Fixed Income, Short Term [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 0 | ||||
Fair value of plan assets at end of period | 0 | 0 | |||
Estimate of Fair Value Measurement [Member] | Fixed Income, Short Term [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 0 | ||||
Fair value of plan assets at end of period | 0 | 0 | |||
Estimate of Fair Value Measurement [Member] | Equity Securities, Domestic [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 45,783 | ||||
Fair value of plan assets at end of period | 33,369 | 45,783 | |||
Estimate of Fair Value Measurement [Member] | Equity Securities, Domestic [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 45,783 | ||||
Fair value of plan assets at end of period | 33,369 | 45,783 | |||
Estimate of Fair Value Measurement [Member] | Equity Securities, Domestic [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 0 | ||||
Fair value of plan assets at end of period | 0 | 0 | |||
Estimate of Fair Value Measurement [Member] | Equity Securities, Domestic [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 0 | ||||
Fair value of plan assets at end of period | 0 | 0 | |||
Estimate of Fair Value Measurement [Member] | Equity Securities, International [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 31,549 | ||||
Fair value of plan assets at end of period | 23,465 | 31,549 | |||
Estimate of Fair Value Measurement [Member] | Equity Securities, International [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 31,549 | ||||
Fair value of plan assets at end of period | 23,465 | 31,549 | |||
Estimate of Fair Value Measurement [Member] | Equity Securities, International [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 0 | ||||
Fair value of plan assets at end of period | 0 | 0 | |||
Estimate of Fair Value Measurement [Member] | Equity Securities, International [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 0 | ||||
Fair value of plan assets at end of period | 0 | 0 | |||
Estimate of Fair Value Measurement [Member] | Insurance Contracts [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 17,919 | ||||
Fair value of plan assets at end of period | 16,713 | 17,919 | |||
Estimate of Fair Value Measurement [Member] | Insurance Contracts [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 0 | ||||
Fair value of plan assets at end of period | 0 | 0 | |||
Estimate of Fair Value Measurement [Member] | Insurance Contracts [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 14,937 | ||||
Fair value of plan assets at end of period | 14,970 | 14,937 | |||
Estimate of Fair Value Measurement [Member] | Insurance Contracts [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 2,982 | ||||
Fair value of plan assets at end of period | 1,743 | 2,982 | |||
Portion at Other than Fair Value Measurement [Member] | |||||
Change in plan assets: | |||||
Fair value of plan assets at beginning of period | 60,336 | ||||
Fair value of plan assets at end of period | $ 46,652 | $ 60,336 | |||
[1]Amounts do not include deferred taxes of $5.6 million and $8.8 million at December 31, 2022 and January 1, 2022, respectively.[2]The Company has several plants that participate in the Western Conference of Teamsters Pension Plan under collective bargaining agreements that require minimum funding contributions. Certain of these agreements have expired and are being renegotiated with others having expiration dates through May 31, 2025.[3]In July 2005 this plan received a 10 year extension from the IRS for amortizing unfunded liabilities.[4]The Company has several processing plants that participate in the Central States, Southeast and Southwest Areas Pension Plan under collective bargaining agreements that require minimum funding contributions. The agreements have expiration dates through April 2, 2026. |
Employee Benefit Plans Employee
Employee Benefit Plans Employee Benefit Plans Narrative 1 (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2005 | Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Employee Benefit Plans [Line Items] | ||||
Investment Horizon of Greater Than | 10 years | |||
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Tax | $ 5.6 | $ 8.8 | ||
Domestic Pension Plan Benefits Percentage Of The Projected Benefit Obligation | 71% | 70% | ||
Domestic Defined Benefit Plan Cash Contributions By Employer | $ 2 | $ 0.2 | ||
Foreign Defined Benefit Plan Cash Contributions By Employer | $ 3.6 | 3.7 | ||
Maximum [Member] | ||||
Employee Benefit Plans [Line Items] | ||||
Multiemployer Plan, Contributions To Individual Plan, Percent | 5% | |||
Investment Objectives Achievement Period | 7 years | |||
Maximum [Member] | Equity Securities [Member] | ||||
Employee Benefit Plans [Line Items] | ||||
Defined Benefit Plan, Target Plan Asset Allocations Range Minimum (Deprecated 2017-01-31) | 65 | |||
Maximum [Member] | Fixed Income Securities [Member] | ||||
Employee Benefit Plans [Line Items] | ||||
Defined Benefit Plan, Target Plan Asset Allocations Range Minimum (Deprecated 2017-01-31) | 80 | |||
Minimum [Member] | ||||
Employee Benefit Plans [Line Items] | ||||
Investment Objectives Achievement Period | 5 years | |||
Minimum [Member] | Equity Securities [Member] | ||||
Employee Benefit Plans [Line Items] | ||||
Defined Benefit Plan, Target Plan Asset Allocations Range Minimum (Deprecated 2017-01-31) | 20 | |||
Minimum [Member] | Fixed Income Securities [Member] | ||||
Employee Benefit Plans [Line Items] | ||||
Defined Benefit Plan, Target Plan Asset Allocations Range Minimum (Deprecated 2017-01-31) | 35 | |||
Central States, Southeast and Southwest Areas Pension Plan [Member] | ||||
Employee Benefit Plans [Line Items] | ||||
Multiemployer Plans, IRS Extended Amortization Period | 10 years | |||
Domestic Country Plan | ||||
Employee Benefit Plans [Line Items] | ||||
Defined Contribution Plan, Employer Contribution Amount | $ 10.1 | $ 10.9 | $ 11.3 |
Employee Benefit Plans Employ_2
Employee Benefit Plans Employee Benefit Plans Narrative 2 (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Employee Benefit Plans [Line Items] | |||
Expected long-term rate of return on assets | 4.75% | 5.40% | 5.92% |
Defined Benefit Plan, Estimated Future Employer Contributions in Next Fiscal Year | $ 3.6 | ||
UNITED STATE AND CANADA [Member] | |||
Employee Benefit Plans [Line Items] | |||
Expected long-term rate of return on assets | 5.20% | ||
Foreign Country Plan | |||
Employee Benefit Plans [Line Items] | |||
Expected long-term rate of return on assets | 1.90% | ||
Defined Contribution Plan, Employer Contribution Amount | $ 8.6 | $ 9.6 | $ 8.5 |
Domestic Country Plan | |||
Employee Benefit Plans [Line Items] | |||
Defined Contribution Plan, Employer Contribution Amount | $ 10.1 | $ 10.9 | $ 11.3 |
Equity Funds [Member] | |||
Employee Benefit Plans [Line Items] | |||
Equity Securities | 50% | ||
Fixed Income Funds [Member] | |||
Employee Benefit Plans [Line Items] | |||
Equity Securities | 50% |
Employee Benefit Plans Employ_3
Employee Benefit Plans Employee Benefit Plans Narrative 3 (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) plan | Jan. 01, 2022 USD ($) | Jan. 02, 2021 USD ($) | |
Employee Benefit Plans [Abstract] | |||
Number of Multiemployer Plans, Certified Red Zone | plan | 5 | ||
Number of Multiemployer Plans, Certified Yellow Zone | plan | 1 | ||
Multiemployer Plans, Withdrawal Obligation | $ | $ 3,900 | ||
Contributions | $ | $ 3,450 | $ 3,212 | $ 3,229 |
Employee Benefit Plans Employ_4
Employee Benefit Plans Employee Benefit Plans Level 3 (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | ||
Fair value of plan assets at beginning of period | $ 188,718 | $ 178,978 |
Fair value of plan assets at end of period | 147,766 | 188,718 |
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | ||
Fair value of plan assets at beginning of period | 2,982 | 3,249 |
Unrealized gains (losses) relating to instruments still held in the reporting period. | (1,055) | (16) |
Purchases, sales, and settlements | 0 | 0 |
Exchange rate changes | (184) | (251) |
Fair value of plan assets at end of period | $ 1,743 | $ 2,982 |
Derivatives (Details)
Derivatives (Details) € in Thousands, ¥ in Thousands, £ in Thousands, zł in Thousands, R$ in Thousands, $ in Thousands, $ in Thousands | 12 Months Ended | ||||||||
Dec. 31, 2022 USD ($) month | Jan. 01, 2022 USD ($) | Jan. 02, 2021 USD ($) | Dec. 31, 2022 BRL (R$) | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 PLN (zł) | Dec. 31, 2022 JPY (¥) | Dec. 31, 2022 GBP (£) | Dec. 31, 2022 CAD ($) | |
Derivatives, Fair Value [Line Items] | |||||||||
Number of months cash flow hedge gain (loss) reclassified over | month | 12 | ||||||||
Amount reclassified from accumulated other comprehensive loss into earnings over next 12 months | $ 12,200 | ||||||||
Net income | 747,092 | $ 657,290 | $ 300,330 | ||||||
Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member] | Other Current Assets [Member] | |||||||||
Derivatives, Fair Value [Line Items] | |||||||||
Asset Derivatives Fair Value | 13,800 | 600 | |||||||
Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member] | Other Current Assets [Member] | |||||||||
Derivatives, Fair Value [Line Items] | |||||||||
Asset Derivatives Fair Value | 11,700 | ||||||||
Corn Option [Member] | Designated as Hedging Instrument [Member] | Accrued Liabilities | |||||||||
Derivatives, Fair Value [Line Items] | |||||||||
Derivative Liability, Fair Value, Gross Liability | 900 | (2,800) | |||||||
Commodity Contract [Member] | |||||||||
Derivatives, Fair Value [Line Items] | |||||||||
Forward purchase amount | 243,300 | ||||||||
Soybean Meal [Member] | Designated as Hedging Instrument [Member] | Other Current Assets [Member] | |||||||||
Derivatives, Fair Value [Line Items] | |||||||||
Asset Derivatives Fair Value | 600 | $ 100 | |||||||
Cash Flow Hedging [Member] | |||||||||
Derivatives, Fair Value [Line Items] | |||||||||
Net income | 0 | ||||||||
Short [Member] | EUR/GBP [Member] | Not Designated as Hedging Instrument [Member] | |||||||||
Derivatives, Fair Value [Line Items] | |||||||||
Derivative, Notional Amount | € | € 3,398 | ||||||||
Short [Member] | EUR/CAD | Not Designated as Hedging Instrument [Member] | |||||||||
Derivatives, Fair Value [Line Items] | |||||||||
Derivative, Notional Amount | € | 34 | ||||||||
Short [Member] | PLN/EUR [Member] | Not Designated as Hedging Instrument [Member] | |||||||||
Derivatives, Fair Value [Line Items] | |||||||||
Derivative, Notional Amount | zł | zł 38,373 | ||||||||
Short [Member] | PLN/USD | Not Designated as Hedging Instrument [Member] | |||||||||
Derivatives, Fair Value [Line Items] | |||||||||
Derivative, Notional Amount | zł | zł 1,212 | ||||||||
Short [Member] | GBPEUR [Member] | Not Designated as Hedging Instrument [Member] | |||||||||
Derivatives, Fair Value [Line Items] | |||||||||
Derivative, Notional Amount | £ | £ 284 | ||||||||
Short [Member] | GBP/USD | Not Designated as Hedging Instrument [Member] | |||||||||
Derivatives, Fair Value [Line Items] | |||||||||
Derivative, Notional Amount | £ | 446 | ||||||||
Short [Member] | USD/JPN1 [Member] | Not Designated as Hedging Instrument [Member] | |||||||||
Derivatives, Fair Value [Line Items] | |||||||||
Derivative, Notional Amount | 746 | ||||||||
Short [Member] | BRI/USD | Not Designated as Hedging Instrument [Member] | |||||||||
Derivatives, Fair Value [Line Items] | |||||||||
Derivative, Notional Amount | R$ | R$ 3458502 | ||||||||
Long [Member] | EUR/GBP [Member] | Not Designated as Hedging Instrument [Member] | |||||||||
Derivatives, Fair Value [Line Items] | |||||||||
Derivative, Notional Amount | £ | £ 2,972 | ||||||||
Long [Member] | EUR/CAD | Not Designated as Hedging Instrument [Member] | |||||||||
Derivatives, Fair Value [Line Items] | |||||||||
Derivative, Notional Amount | $ 50 | ||||||||
Long [Member] | PLN/EUR [Member] | Not Designated as Hedging Instrument [Member] | |||||||||
Derivatives, Fair Value [Line Items] | |||||||||
Derivative, Notional Amount | € | 8,155 | ||||||||
Long [Member] | PLN/USD | Not Designated as Hedging Instrument [Member] | |||||||||
Derivatives, Fair Value [Line Items] | |||||||||
Derivative, Notional Amount | 274 | ||||||||
Long [Member] | GBPEUR [Member] | Not Designated as Hedging Instrument [Member] | |||||||||
Derivatives, Fair Value [Line Items] | |||||||||
Derivative, Notional Amount | € | € 325 | ||||||||
Long [Member] | GBP/USD | Not Designated as Hedging Instrument [Member] | |||||||||
Derivatives, Fair Value [Line Items] | |||||||||
Derivative, Notional Amount | 544 | ||||||||
Long [Member] | USD/JPN1 [Member] | Not Designated as Hedging Instrument [Member] | |||||||||
Derivatives, Fair Value [Line Items] | |||||||||
Derivative, Notional Amount | ¥ | ¥ 101,000 | ||||||||
Long [Member] | BRI/USD | Not Designated as Hedging Instrument [Member] | |||||||||
Derivatives, Fair Value [Line Items] | |||||||||
Derivative, Notional Amount | $ 807,739 |
Derivatives Derivative Effect o
Derivatives Derivative Effect of Derivatives Not Designated As Hedges (Details) € in Thousands, ¥ in Thousands, ¥ in Thousands, £ in Thousands, zł in Thousands, R$ in Thousands, $ in Thousands, $ in Thousands | 12 Months Ended | |||||||||
Dec. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) | Jan. 02, 2021 USD ($) | Dec. 31, 2022 BRL (R$) | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 PLN (zł) | Dec. 31, 2022 JPY (¥) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 AUD ($) | Dec. 31, 2022 GBP (£) | |
Derivative [Line Items] | ||||||||||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Net sales | Net sales | Net sales | |||||||
Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Gain (Loss) on Derivative, Net | $ 38,180 | $ 27,542 | $ (1,485) | |||||||
Foreign Exchange Contract [Member] | Foreign Currency Gain (Loss) [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Gain (Loss) on Derivative, Net | 42,690 | 21,698 | (3,840) | |||||||
Foreign Exchange Contract [Member] | Selling, General and Administrative Expenses [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Gain (Loss) on Derivative, Net | (4,200) | 3,405 | 4,976 | |||||||
Foreign Exchange Contract [Member] | Sales [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Gain (Loss) on Derivative, Net | (1,108) | 1,178 | (778) | |||||||
Foreign Exchange Contract [Member] | Cost of Sales [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Gain (Loss) on Derivative, Net | (949) | (844) | (664) | |||||||
BRI/EUR 1 [Member] | Short [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount | R$ | R$ 627 | |||||||||
BRI/EUR 1 [Member] | Long [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount | € | € 110 | |||||||||
Soybean Meal [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Gain (Loss) on Derivative, Net | (1,730) | 0 | 0 | |||||||
EUR/USD [Member] | Short [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount | 352 | 33,631 | ||||||||
EUR/USD [Member] | Long [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount | 35,505 | 330 | ||||||||
EUR/PLN [Member] | Short [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount | € | 26,798 | |||||||||
EUR/PLN [Member] | Long [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount | zł | zł 126,500 | |||||||||
EUR/JPN [Member] | Short [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount | € | 12,982 | |||||||||
EUR/JPN [Member] | Long [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount | ¥ | ¥ 1,859,840 | |||||||||
EUR/CNY [Member] | Short [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount | € | 18,827 | |||||||||
EUR/CNY [Member] | Long [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount | ¥ | ¥ 138,363 | |||||||||
EUR/AUD [Member] | Short [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount | 17,221 | $ 159 | ||||||||
EUR/AUD [Member] | Long [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount | 100 | $ 26,800 | ||||||||
EUR/GBP [Member] | Short [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount | € | 3,398 | |||||||||
EUR/GBP [Member] | Long [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount | £ | £ 2,972 | |||||||||
PLN/EUR [Member] | Short [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount | zł | zł 38,373 | |||||||||
PLN/EUR [Member] | Long [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount | € | 8,155 | |||||||||
GBPEUR [Member] | Short [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount | £ | £ 284 | |||||||||
GBPEUR [Member] | Long [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount | € | € 325 | |||||||||
JPN/USD [Member] | Short [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount | ¥ | 360,425 | |||||||||
JPN/USD [Member] | Long [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount | 2,753 | |||||||||
Corn options and futures [Member] | Sales [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Gain (Loss) on Derivative, Net | (2,092) | (3,564) | (1,091) | |||||||
Corn options and futures [Member] | Cost of Sales [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Gain (Loss) on Derivative, Net | 5,447 | 5,669 | (50) | |||||||
Heating Oil Swaps And Options [Member] | Selling, General and Administrative Expenses [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Gain (Loss) on Derivative, Net | 122 | 0 | 0 | |||||||
Heating Oil Swaps And Options [Member] | Sales [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Gain (Loss) on Derivative, Net | 0 | $ 0 | $ (38) | |||||||
USD/JPN1 [Member] | Short [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount | $ 746 | |||||||||
USD/JPN1 [Member] | Long [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount | ¥ | ¥ 101,000 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 169,903 | $ 0 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other noncurrent liabilities | Accrued expenses |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Contingent Consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | $ 169,903 | $ 0 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | 168,128 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 3,506 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Exchange Rate Adjustments | (1,731) | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Noncurrent | 0 | |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Noncurrent | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Noncurrent | 169,903 | |
Term A-1 Facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 398,000 | |
Term A-1 Facility | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 0 | |
Term A-1 Facility | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 398,000 | |
Term A-1 Facility | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 0 | |
Term A-2 Facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 488,813 | |
Term A-2 Facility | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 0 | |
Term A-2 Facility | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 488,813 | |
Term A-2 Facility | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 0 | |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 20,324 | 5,031 |
Total Assets | 20,324 | 5,031 |
Derivative liabilities | 5,406 | 7,173 |
Total Liabilities | 3,390,180 | 1,472,373 |
Fair Value, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 0 |
Total Assets | 0 | 0 |
Derivative liabilities | 0 | 0 |
Total Liabilities | 0 | 0 |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 20,324 | 5,031 |
Total Assets | 20,324 | 5,031 |
Derivative liabilities | 5,406 | 7,173 |
Total Liabilities | 3,220,277 | 1,472,373 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 0 |
Total Assets | 0 | 0 |
Derivative liabilities | 0 | 0 |
Total Liabilities | 169,903 | 0 |
Fair Value, Recurring [Member] | Term Loan B Facility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 199,000 | 200,000 |
Fair Value, Recurring [Member] | Term Loan B Facility [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 0 | 0 |
Fair Value, Recurring [Member] | Term Loan B Facility [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 199,000 | 200,000 |
Fair Value, Recurring [Member] | Term Loan B Facility [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 0 | 0 |
Fair Value, Recurring [Member] | Revolving Credit Facility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 133,003 | 158,400 |
Fair Value, Recurring [Member] | Revolving Credit Facility [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 0 | 0 |
Fair Value, Recurring [Member] | Revolving Credit Facility [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 133,003 | 158,400 |
Fair Value, Recurring [Member] | Revolving Credit Facility [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 0 | 0 |
Senior Notes 5.25% Due 2027 [Member] | Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 485,700 | 515,600 |
Senior Notes 5.25% Due 2027 [Member] | Senior Notes [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 0 | 0 |
Senior Notes 5.25% Due 2027 [Member] | Senior Notes [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 485,700 | 515,600 |
Senior Notes 5.25% Due 2027 [Member] | Senior Notes [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 0 | 0 |
Senior Notes 3.625% Due 2026 [Member] | Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 533,155 | 591,200 |
Senior Notes 3.625% Due 2026 [Member] | Senior Notes [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 0 | 0 |
Senior Notes 3.625% Due 2026 [Member] | Senior Notes [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 533,155 | 591,200 |
Senior Notes 3.625% Due 2026 [Member] | Senior Notes [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 0 | $ 0 |
Senior Notes 6% Due 2030 | Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 977,200 | |
Senior Notes 6% Due 2030 | Senior Notes [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 0 | |
Senior Notes 6% Due 2030 | Senior Notes [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 977,200 | |
Senior Notes 6% Due 2030 | Senior Notes [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | $ 0 |
Asset Impairment, Exit and Re_2
Asset Impairment, Exit and Restructuring Costs (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Jul. 02, 2022 | Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Costs and Asset Impairment Charges | $ 29,666 | $ 778 | $ 38,167 | ||
Restructuring and asset impairment | $ 29,666 | 138 | 37,802 | ||
Employee Severance [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Costs | $ 400 | ||||
Other Restructuring [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Costs | $ 400 | ||||
Facility Closing | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and asset impairment | $ 21,100 | $ 8,600 |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details) - Customer Concentration Risk [Member] - customer | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Concentration Risk [Line Items] | |||
Number Of Customers Accounted For More Than 10 Percent Of Entity's Net Sales | 0 | ||
Number of Customers Accounted For More Than 10 Percentof Entity's Accounts Receivable | 0 | ||
Revenue Benchmark | Corporate Joint Venture | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 17% | 11% | |
Accounts Receivable | Corporate Joint Venture | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 17% | ||
Maximum [Member] | Revenue Benchmark | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10% | ||
Maximum [Member] | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10% |
Contingencies (Details)
Contingencies (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018 Party | Sep. 30, 2021 USD ($) mi | Nov. 30, 2019 USD ($) | Mar. 31, 2016 Party mi | Dec. 31, 2022 USD ($) contaminant | Jan. 01, 2022 USD ($) | |
Loss Contingencies [Line Items] | ||||||
Loss Contingency, Estimate of Possible Loss, Area of Land | mi | 9 | 8.3 | ||||
Loss Contingency, Estimate of Possible Loss | $ 1,380 | |||||
Loss Contingency, Number of Parties | Party | 100 | 100 | ||||
Number of Contaminants | contaminant | 8 | |||||
Gain (Loss) Related to Litigation Settlement | $ 0.6 | |||||
Insurance Environmental and Litigation Matters [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Reserves for insurance, environmental and litigation contingencies | $ 92.1 | $ 78.4 | ||||
Insurance Settlements Receivable, Noncurrent | 36 | $ 31.8 | ||||
Pending Litigation [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Loss Contingency, Estimate of Possible Loss | 165 | |||||
Loss Contingency, Number of Parties | Party | 40 | |||||
Plant, One [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Gain (Loss) Related to Litigation Settlement | 0.3 | |||||
Plant, Two [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Gain (Loss) Related to Litigation Settlement | $ 0.3 | |||||
Lower Passaic River Area | ||||||
Loss Contingencies [Line Items] | ||||||
Loss Contingency, Estimate of Possible Loss | $ 441 | |||||
Loss Contingency, Damages Paid, Value | $ 0.3 |
Business Segments (Narrative) (
Business Segments (Narrative) (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) segment | Jan. 01, 2022 USD ($) | Jan. 02, 2021 USD ($) | ||
Segment Reporting Information [Line Items] | ||||
Number of Business Segments | segment | 3 | |||
Capital expenditures for the year ended: | [1] | $ 391,309 | $ 274,126 | $ 280,115 |
Capital assets | 588,800 | 18,400 | ||
Fuel Ingredients [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures for the year ended: | $ 37,568 | $ 26,078 | $ 30,638 | |
[1]Excludes capital assets acquired by acquisition in fiscal 2022 and fiscal 2020 of approximately $588.8 million and $18.4 million, respectively. |
Business Segments (Details)
Business Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | ||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 6,532,204 | $ 4,741,369 | $ 3,571,923 | |
Cost of sales and operating expenses | 5,002,609 | 3,499,385 | 2,688,815 | |
Loss/(gain) on sale of assets | 4,494 | 958 | (426) | |
Selling, general and administrative expenses | 436,608 | 391,538 | 378,496 | |
Restructuring Costs and Asset Impairment Charges | 29,666 | 778 | 38,167 | |
Depreciation and amortization | 394,721 | 316,387 | 350,178 | |
Acquisition and integration costs | 16,372 | 1,396 | 0 | |
Equity In net income of Diamond Green Diesel | 372,346 | 351,627 | 315,095 | |
Segment operating income/(loss) | 1,029,068 | 884,470 | 430,936 | |
Equity in net income of other unconsolidated subsidiaries | 5,102 | 5,753 | 3,193 | |
Total other expense | (140,452) | (68,827) | (80,510) | |
Income before income taxes | 893,718 | 821,396 | 353,619 | |
Total assets | 9,202,370 | 6,133,728 | ||
Capital expenditures for the year ended: | [1] | 391,309 | 274,126 | 280,115 |
Capital assets | 588,800 | 18,400 | ||
Long-Lived Assets | 7,564,273 | 5,044,714 | ||
North America | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 4,222,058 | 2,867,934 | 1,960,503 | |
Long-Lived Assets | 5,229,906 | 3,564,765 | ||
Europe | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,769,973 | 1,521,031 | 1,296,668 | |
Long-Lived Assets | 1,276,333 | 1,259,018 | ||
China | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 284,684 | 253,212 | 202,093 | |
Long-Lived Assets | 120,801 | 129,767 | ||
South America | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 187,343 | 31,446 | 38,238 | |
Long-Lived Assets | 920,827 | 77,758 | ||
Other | ||||
Segment Reporting Information [Line Items] | ||||
Long-Lived Assets | 16,406 | 13,406 | ||
Feed Ingredients [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 4,539,000 | 3,039,500 | 2,072,104 | |
Cost of sales and operating expenses | 3,473,506 | 2,206,248 | 1,544,524 | |
Gross Margin | 1,065,494 | 833,252 | 527,580 | |
Loss/(gain) on sale of assets | (3,426) | (550) | 19 | |
Selling, general and administrative expenses | 258,781 | 220,078 | 209,748 | |
Restructuring Costs and Asset Impairment Charges | 8,557 | 0 | 0 | |
Depreciation and amortization | 295,249 | 218,942 | 221,187 | |
Acquisition and integration costs | 0 | 0 | ||
Equity In net income of Diamond Green Diesel | 0 | 0 | 0 | |
Segment operating income/(loss) | 506,333 | 394,782 | 96,626 | |
Equity in net income of other unconsolidated subsidiaries | 5,102 | 5,753 | 3,193 | |
Segment income/(loss) | 511,435 | 400,535 | 99,819 | |
Total assets | 4,866,351 | 2,714,528 | ||
Capital expenditures for the year ended: | 270,157 | 187,445 | 176,530 | |
Feed Ingredients [Member] | North America | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 3,852,559 | 2,577,705 | 1,694,705 | |
Feed Ingredients [Member] | Europe | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 502,432 | 430,549 | 352,748 | |
Feed Ingredients [Member] | China | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 25,100 | 19,446 | 13,676 | |
Feed Ingredients [Member] | South America | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 146,682 | 0 | 0 | |
Food Ingredients [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,459,630 | 1,271,629 | 1,185,701 | |
Cost of sales and operating expenses | 1,102,250 | 979,232 | 920,682 | |
Gross Margin | 357,380 | 292,397 | 265,019 | |
Loss/(gain) on sale of assets | (1,008) | (88) | 482 | |
Selling, general and administrative expenses | 101,681 | 97,555 | 97,406 | |
Restructuring Costs and Asset Impairment Charges | 21,109 | 0 | 0 | |
Depreciation and amortization | 59,029 | 60,929 | 83,752 | |
Acquisition and integration costs | 0 | 0 | ||
Equity In net income of Diamond Green Diesel | 0 | 0 | 0 | |
Segment operating income/(loss) | 176,569 | 134,001 | 83,379 | |
Equity in net income of other unconsolidated subsidiaries | 0 | 0 | 0 | |
Segment income/(loss) | 176,569 | 134,001 | 83,379 | |
Total assets | 1,251,473 | 1,205,217 | ||
Capital expenditures for the year ended: | 72,301 | 54,799 | 68,250 | |
Food Ingredients [Member] | North America | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 369,499 | 286,852 | 244,929 | |
Food Ingredients [Member] | Europe | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 733,967 | 663,619 | 650,671 | |
Food Ingredients [Member] | China | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 259,584 | 233,766 | 188,417 | |
Food Ingredients [Member] | South America | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 40,661 | 31,446 | 38,238 | |
Fuel Ingredients [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 533,574 | 430,240 | 314,118 | |
Cost of sales and operating expenses | 426,853 | 313,905 | 223,609 | |
Gross Margin | 106,721 | 116,335 | 90,509 | |
Loss/(gain) on sale of assets | (60) | (320) | (75) | |
Selling, general and administrative expenses | 13,690 | 16,999 | 16,014 | |
Restructuring Costs and Asset Impairment Charges | 0 | 778 | 38,167 | |
Depreciation and amortization | 29,500 | 25,436 | 34,218 | |
Acquisition and integration costs | 0 | 0 | ||
Equity In net income of Diamond Green Diesel | 372,346 | 351,627 | 315,095 | |
Segment operating income/(loss) | 435,937 | 425,069 | 317,280 | |
Equity in net income of other unconsolidated subsidiaries | 0 | 0 | 0 | |
Segment income/(loss) | 435,937 | 425,069 | 317,280 | |
Total assets | 2,307,199 | 1,658,892 | ||
Capital expenditures for the year ended: | 37,568 | 26,078 | 30,638 | |
Fuel Ingredients [Member] | North America | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 0 | 3,377 | 20,869 | |
Fuel Ingredients [Member] | Europe | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 533,574 | 426,863 | 293,249 | |
Fuel Ingredients [Member] | China | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 0 | 0 | 0 | |
Fuel Ingredients [Member] | South America | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 0 | 0 | 0 | |
Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 0 | 0 | 0 | |
Cost of sales and operating expenses | 0 | 0 | 0 | |
Gross Margin | 0 | 0 | 0 | |
Loss/(gain) on sale of assets | 0 | 0 | 0 | |
Selling, general and administrative expenses | 62,456 | 56,906 | 55,328 | |
Restructuring Costs and Asset Impairment Charges | 0 | 0 | 0 | |
Depreciation and amortization | 10,943 | 11,080 | 11,021 | |
Acquisition and integration costs | 16,372 | 1,396 | ||
Equity In net income of Diamond Green Diesel | 0 | 0 | 0 | |
Segment operating income/(loss) | (89,771) | (69,382) | (66,349) | |
Equity in net income of other unconsolidated subsidiaries | 0 | 0 | 0 | |
Segment income/(loss) | (89,771) | (69,382) | (66,349) | |
Total assets | 777,347 | 555,091 | ||
Capital expenditures for the year ended: | 11,283 | 5,804 | 4,697 | |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 6,532,204 | 4,741,369 | 3,571,923 | |
Cost of sales and operating expenses | 5,002,609 | 3,499,385 | 2,688,815 | |
Gross Margin | 1,529,595 | 1,241,984 | 883,108 | |
Loss/(gain) on sale of assets | (4,494) | (958) | 426 | |
Selling, general and administrative expenses | 436,608 | 391,538 | 378,496 | |
Restructuring Costs and Asset Impairment Charges | 29,666 | 778 | 38,167 | |
Depreciation and amortization | 394,721 | 316,387 | 350,178 | |
Acquisition and integration costs | 16,372 | 1,396 | ||
Equity In net income of Diamond Green Diesel | 372,346 | 351,627 | 315,095 | |
Segment operating income/(loss) | 1,029,068 | 884,470 | 430,936 | |
Equity in net income of other unconsolidated subsidiaries | 5,102 | 5,753 | 3,193 | |
Segment income/(loss) | 1,034,170 | 890,223 | $ 434,129 | |
Total assets | $ 9,202,370 | $ 6,133,728 | ||
[1]Excludes capital assets acquired by acquisition in fiscal 2022 and fiscal 2020 of approximately $588.8 million and $18.4 million, respectively. |
Revenue (Details)
Revenue (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) source | Jan. 01, 2022 USD ($) | Jan. 02, 2021 USD ($) | |
Revenue from Contract with Customer [Abstract] | |||
Number of Revenue Sources | source | 2 | ||
Revenue recognized | $ | $ 168.4 | $ 95.3 | $ 54 |
Revenue Disaggregation of reven
Revenue Disaggregation of revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 6,532,204 | $ 4,741,369 | $ 3,571,923 |
North America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 4,222,058 | 2,867,934 | 1,960,503 |
Europe | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,769,973 | 1,521,031 | 1,296,668 |
China | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 284,684 | 253,212 | 202,093 |
South America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 187,343 | 31,446 | 38,238 |
Other Geographical Areas [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 68,146 | 67,746 | 74,421 |
Fats [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 2,156,857 | 1,380,796 | 804,737 |
Used Cooking Oil [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 519,119 | 319,145 | 176,691 |
Proteins [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,476,553 | 1,022,694 | 830,195 |
Bakery [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 333,442 | 287,424 | 183,759 |
Other Rendering [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 200,945 | 173,405 | 178,601 |
Food Ingredients, Products and Services [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,121,995 | 961,617 | 947,928 |
Bioenergy [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 533,574 | 426,863 | 293,249 |
Biofuels [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 3,377 | 20,869 | |
Other, Products And Services [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 189,719 | 166,048 | 135,894 |
Food Ingredients [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,459,630 | 1,271,629 | 1,185,701 |
Food Ingredients [Member] | North America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 369,499 | 286,852 | 244,929 |
Food Ingredients [Member] | Europe | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 733,967 | 663,619 | 650,671 |
Food Ingredients [Member] | China | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 259,584 | 233,766 | 188,417 |
Food Ingredients [Member] | South America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 40,661 | 31,446 | 38,238 |
Food Ingredients [Member] | Other Geographical Areas [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 55,919 | 55,946 | 63,446 |
Food Ingredients [Member] | Fats [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 205,674 | 182,674 | 142,963 |
Food Ingredients [Member] | Used Cooking Oil [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
Food Ingredients [Member] | Proteins [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
Food Ingredients [Member] | Bakery [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
Food Ingredients [Member] | Other Rendering [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
Food Ingredients [Member] | Food Ingredients, Products and Services [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,121,995 | 961,617 | 947,928 |
Food Ingredients [Member] | Bioenergy [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
Food Ingredients [Member] | Biofuels [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | |
Food Ingredients [Member] | Other, Products And Services [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 131,961 | 127,338 | 94,810 |
Fuel Ingredients [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 533,574 | 430,240 | 314,118 |
Fuel Ingredients [Member] | North America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 3,377 | 20,869 |
Fuel Ingredients [Member] | Europe | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 533,574 | 426,863 | 293,249 |
Fuel Ingredients [Member] | China | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
Fuel Ingredients [Member] | South America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
Fuel Ingredients [Member] | Other Geographical Areas [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
Fuel Ingredients [Member] | Fats [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
Fuel Ingredients [Member] | Used Cooking Oil [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
Fuel Ingredients [Member] | Proteins [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
Fuel Ingredients [Member] | Bakery [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
Fuel Ingredients [Member] | Other Rendering [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
Fuel Ingredients [Member] | Food Ingredients, Products and Services [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
Fuel Ingredients [Member] | Bioenergy [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 533,574 | 426,863 | 293,249 |
Fuel Ingredients [Member] | Biofuels [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 3,377 | 20,869 | |
Fuel Ingredients [Member] | Other, Products And Services [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
Feed Ingredients [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 4,539,000 | 3,039,500 | 2,072,104 |
Feed Ingredients [Member] | North America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 3,852,559 | 2,577,705 | 1,694,705 |
Feed Ingredients [Member] | Europe | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 502,432 | 430,549 | 352,748 |
Feed Ingredients [Member] | China | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 25,100 | 19,446 | 13,676 |
Feed Ingredients [Member] | South America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 146,682 | 0 | 0 |
Feed Ingredients [Member] | Other Geographical Areas [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 12,227 | 11,800 | 10,975 |
Feed Ingredients [Member] | Fats [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,951,183 | 1,198,122 | 661,774 |
Feed Ingredients [Member] | Used Cooking Oil [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 519,119 | 319,145 | 176,691 |
Feed Ingredients [Member] | Proteins [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,476,553 | 1,022,694 | 830,195 |
Feed Ingredients [Member] | Bakery [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 333,442 | 287,424 | 183,759 |
Feed Ingredients [Member] | Other Rendering [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 200,945 | 173,405 | 178,601 |
Feed Ingredients [Member] | Food Ingredients, Products and Services [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
Feed Ingredients [Member] | Bioenergy [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
Feed Ingredients [Member] | Biofuels [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | |
Feed Ingredients [Member] | Other, Products And Services [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 57,758 | $ 38,710 | $ 41,084 |
Revenue Long-Term Performance O
Revenue Long-Term Performance Obligations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Revenue recognized | $ 168.4 | $ 95.3 | $ 54 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-12-31 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Expected timing of satisfaction | 4 years | ||
Remaining performance obligation | $ 1,050 |
Related Party Transactions (Det
Related Party Transactions (Details) | 12 Months Ended | |||||
Apr. 01, 2021 USD ($) agreement | May 01, 2019 USD ($) | Dec. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) | Jan. 02, 2021 USD ($) | Feb. 25, 2020 USD ($) agreement | |
Related Party Transaction [Line Items] | ||||||
Number Of Terminaling Agreements | agreement | 2 | |||||
Related Party, Unrecorded Unconditional Guarantee | $ 50,000,000 | |||||
GTL Terminaling Agreements [Domain] | ||||||
Related Party Transaction [Line Items] | ||||||
Number Of Terminaling Agreements | agreement | 2 | |||||
Related Party, Unrecorded Unconditional Guarantee | $ 160,000,000 | |||||
Related Party, Initial Agreement Term | 20 years | |||||
Diamond Green Diesel Holdings LLC Joint Venture [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from Related Parties | $ 1,100,000,000 | $ 521,700,000 | $ 264,100,000 | |||
Accounts Receivable, Related Parties, Current | 116,900,000 | 43,800,000 | ||||
Related Party, Sales Eliminated | 62,800,000 | 24,000,000 | 7,400,000 | |||
Deferred Revenue, Additions | 15,800,000 | 6,000,000 | $ 1,400,000 | |||
Revolving Credit Facility [Member] | Revolving Loan Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | |||||
Line of Credit Facility, Fair Value of Amount Outstanding | 25,000,000 | 25,000,000 | ||||
Line of Credit Facility, Amount Borrowed | 50,000,000 | |||||
Interest Expense, Long-term Debt | 600,000 | $ 100,000 | ||||
Lender One [Member] | Revolving Credit Facility [Member] | Revolving Loan Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | |||||
Line of Credit Facility, Amount Borrowed | $ 25,000,000 | |||||
LIBO Rate [Member] | Revolving Credit Facility [Member] | Revolving Loan Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 2.50% |
Cash Flow Information (Details)
Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Nonmonetary Transactions [Abstract] | |||
Change in accrued capital expenditures | $ 9,558 | $ 6,585 | $ (4,967) |
Interest, net of capitalized interest | 113,362 | 58,449 | 66,216 |
Income taxes, net of refunds | 113,013 | 46,399 | 36,779 |
Operating lease right of use asset obtained in exchange for new lease liabilities | 70,269 | 56,642 | 58,052 |
Debt issued for assets | $ 6,103 | $ 126 | $ 8,123 |