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2011 Annual Report
Darling International Inc.
251 O’Connor Ridge Blvd.
Suite 300
Irving, Texas 75038
S u s t a i n i n g
I n n o v a t i n g
R e n e w i n g
F o r w a r d - T h i n k i n g
Corporate
information
Principal Office
Darling International Inc.
251 O’Connor Ridge Blvd., Suite 300
Irving, Texas 75038
972.717.0300
www.darlingii.com
Transfer Agent and Registrar
Computershare Investor Services
P.O. Box 43078
Providence, Rhode Island 02940-3078
Shareholder Inquiries 781.575.2879
www.computershare.com
Independent Auditors
KPMG LLP
717 N. Harwood St., Suite 3100
Dallas, Texas 75201-6585
Annual Meeting
May 8, 2012
10:00 a.m.
Rosewood Crescent Hotel
400 Crescent Court
Dallas, Texas 75201
Legal Counsel
Weil, Gotshal & Manges LLP
200 Crescent Court, Suite 300
Dallas, Texas 75201
Form 10-K
Darling International Inc.’s Annual Report on Form
10-K is available upon request without charge:
c/o Investor Relations
Darling International Inc.
251 O’Connor Ridge Blvd., Suite 300
Irving, Texas 75038
www.darlingii.com
Directors
Randall C. Stuewe
Chairman and Director
since February 2003
O. Thomas Albrecht
Director since 2002
D. Eugene Ewing
Director since 2011
Charles Macaluso
Director since 2002
John D. March
Director since 2008
Michael Rescoe
Director since 2011
Michael Urbut
Director since 2005
Officers
Randall C. Stuewe
Chief Executive Officer
Robert A. Griffin
President – Griffin Industries
John O. Muse
Executive Vice President
Finance and Administration
Neil Katchen
Executive Vice President
Co-Chief Operations Officer
Martin W. Griffin
Executive Vice President
Co-Chief Operations Officer
John F. Sterling
Executive Vice President
General Counsel and Secretary
The common stock of Darling International Inc.
is traded on the New York Stock Exchange
(NYSE) under the symbol “DAR.”
F o r w a r d -
F o r w a r d - T h i n k i n g
F o r w a r d - T h i n k i n g
Sustaining
Innovating
Renewing
North America’s oldest,
largest and most
innovative
recycling solutions
company serving the
nation’s food industry
In 2011, Darling International capitalized on a
transformational year, seizing on opportunities
presented with a new expanded presence in the
industry. Continuing a long legacy of recycling
solutions established more than 129 years ago,
Darling embraced the opportunity to diversify its
raw material and finished product mix. Moving
forward to the next dimension of innovation, we
remain clearly focused on business today with
a strategic emphasis on future prospects that
position us to expand our consumer base and
capture new markets. We are progressing into
the future, initiating construction of the Diamond
Green Diesel refinery – a renewable diesel facility
that we are co-developing as a joint venture
with Valero Energy Corporation. Slated to begin
production at the end of 2012 or early 2013,
the Diamond Green Diesel refinery represents an
opportunity for us to participate in a meaningful
way in the emerging alternative fuel markets,
creating additional end uses for our finished
products in a sustainable manner. As the nation’s
largest recycler of food and bakery waste and as
one of America’s evolving energy innovators, Darling
International continues to take recycling to the next
level of innovation and success. We welcome you
to join our vision for the next generation.
Letter to our
shareholders
On the heels of a transformational acquisition, fiscal 2011 was punctuated by several positive factors that led to
Darling’s record-setting performance. Strong finished product markets and improving raw material volumes boosted
our earnings performance as a recovering global economy and continued implementation of global biofuel
mandates highlighted the year. We enjoyed positive trends from escalating values for the global feed grains and
oilseeds complex during the first half of fiscal 2011, while economic conditions in Europe moderated values for the
back half of the year. Full-year integration efforts, reflecting our 2010 Griffin Industries acquisition, augmented our
performance, as our team maximized earnings from an expanded and diverse raw material and finished product
mix. Additionally, our market-leading Bakery Feeds Division enjoyed solid performance and contributed nicely to our
sales growth. Overall, we delivered stellar results for fiscal 2011, posting net income of $169.4 million, or $1.47
per share – the highest in our 129-year history.
Successful Integration Results
During the year, integration efforts proceeded rapidly with our operations, sales and marketing teams taking
advantage of market conditions and opportunities to effectively service our national customer base. Synergistic
opportunities were better than expected as we aligned our business more efficiently with the underlying markets
and customers we serve. Without question, we have solidified our market position as North America’s oldest,
largest and most innovative recycling solutions company serving the nation’s food industry.
Diamond Green Diesel – a potential game changer!
Darling’s legacy as a recycling innovator continues to drive our focus on solutions for sustainability and creating new
markets for our products. To that end, we achieved a significant milestone toward creating a value adding
opportunity for our waste greases with our 50/50 joint venture partner, Valero Energy Corporation (Valero), to build
Diamond Green Diesel on a site adjacent to Valero’s St. Charles refinery near Norco, Louisiana. Valero’s decision to
internally finance the project, via a subsidiary, is a strong testament to the validity and viability of the technology.
F o r w a r d - T h i n k i n g
We will no longer require the U.S. Department of Energy’s $241 million conditional loan guarantee, announced
early in the year. The internal financing commitment provides critical support from our partner and propelled our
construction startup. Construction is progressing extremely well – on time and on budget – with expected
completion and commissioning during the 2012 fourth quarter or early 2013.
Designed to produce 9,300 barrels per day, or 137 million gallons per year of renewable diesel, the plant will convert
grease, primarily animal fats and used cooking oil, into a pipeline ready product. We believe our strategic entry into
the renewable fuels market is a solid investment. Reinforced by the strength of our partnership, Diamond Green
Diesel will improve overall pricing dynamics, utilize our existing low-cost, carbon-friendly feed stocks and expand
margin opportunities. We are extremely excited about the prospects for growth from our renewable fuels business.
New Era for Growth
As we close fiscal 2011, we see a bright future fortified with a robust balance sheet and capital structure that offer
an advantageous set of strengths for growth and long-term shareholder value. While the global economic
environment remains volatile, Darling’s national platform and expanded operating scale, market leadership position,
product diversification and renewable fuels initiative position us into a new era for long-term growth.
I believe we have an extraordinary team, deep in industry knowledge and expertise, and I commend their hard work
in delivering another outstanding year. As always, we also extend our deepest appreciation for the continued
support and contributions of our shareholders, business associates, suppliers and customers.
Randall C. Stuewe
Chairman and Chief Executive Officer
sustaining innovating renewing
2011
performance momentum
Operating Highlights
(in thousands)
Net Sales
$645,313 $807,492
$597,806 $724,909 $1,797,249
2007
2008
2009
2010
2011
Operating Income
$80,647
$92,676
$70,939
$82,513
$314,606
Operating Cash Flow
$103,861 $133,023
$96,165 $114,421
$393,515
Net Income
$45,533
$54,562
$41,790
$44,243
$169,418
F o r w a r d - T h i n k i n g
Operating Cash Flow
(in thousands)
Stockholders’
Equity
(in thousands)
EBITDA/Sales
sustaining innovating renewing
Renewable diesel –
the future is now
In the 1995 hit film Back to the Future, we were amused
when a DeLorean sports car was fueled by a mix of food
waste and garbage. More than 15 years ago, moviegoers
saw it as entertaining Hollywood fiction, but today that film
scene depicts a glimmer of reality into our energy future. The future is happening today, and
Darling International and Valero Energy Corporation are leading the way.
With our 50/50 joint venture partner, Valero Energy Corporation, we took long strides in 2011
to transform yesterday’s ideas into today’s renewable energy realities. Following two years of
strategic planning to develop our vision for a renewable diesel refinery – Diamond Green Diesel –
we finalized financing and commenced construction on a facility designed for output of 9,300
barrels per day. Slated for production at the end of 2012 or early 2013, the refinery will convert
a portion of Darling’s fats using a petroleum-based refining process, which differs from
biodiesel in that it is a true hydrocarbon that integrates seamlessly with the existing fuel
infrastructure and consumer base.
Sharing the same vision, Darling International and Valero Energy Corporation emerged as ideal
partners. As the largest independent renderer and waste cooking oil recovery company in
America, Darling’s expansive operations footprint, combined with its sizable ownership of a
diverse raw material fat supply, will provide the lowest cost renewable energy feedstock supply
to the refinery. Valero Energy Corporation, already one of the largest global producers of
renewable fuels, offers petroleum engineering expertise. Additionally, as the world’s largest
independent refiner, Valero Energy Corporation also offers a sophisticated marketplace with
F o r w a r d - T h i n k i n g
expansive export and import flexibilities, with the Diamond Green Diesel facility strategically
located adjacent to the refiner’s St. Charles refinery in Louisiana, and conveniently connected
to a major pipeline.
The Diamond Green Diesel refinery exemplifies true partnership, inspired by the
forward-thinking cultures of Darling International and Valero Energy Corporation. The
emerging market for renewable diesel, driven by government mandates in the United States
and abroad, positions Diamond Green Diesel to be successful in this growing market.
As we have done for more than a century as “America’s original recycler,” Darling continues its
commitment to implement innovative solutions – such as renewable diesel – that enable us to
enter a new era with promising market growth that delivers value to our shareholders.
The future is now.
sustaining innovating renewing
Nationwide geographic presence
Darling International’s network of more than 120 production and transfer facilities
from co ast t o co ast p rovides us t he p latform t o s erve cus tomers nat ionwide.
Production facilities:
Rendering, Restaurants & Other Services
Bakery Feed Services
Darling’s broad geographic portfolio positions
us as a national leader for:
• Rendering
• Bakery waste recycling
• Cooking oil recovery
• Grease trap maintenance services
• Biofuels
F o r w a r d - T h i n k i n g
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 001-13323
DARLING INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
251 O'Connor Ridge Blvd., Suite 300
Irving, Texas
(Address of principal executive offices)
36-2495346
(I.R.S. Employer
Identification Number)
75038
(Zip Code)
Registrant's telephone number, including area code: (972) 717-0300
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock $0.01 par value per share
Name of Exchange on Which Registered
New York Stock Exchange (“NYSE”)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes X No ____
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes No X
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ____
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such
files). Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Page 1
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or
a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer X
Accelerated filer
Non-accelerated filer
(Do not check if a smaller
reporting company)
Smaller reporting company
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No X
As of the last day of the Registrant's most recently completed second fiscal quarter, the aggregate market value of the
shares of common stock held by nonaffiliates of the Registrant was approximately $1,947,238,000 based upon the closing price
of the common stock as reported on the NYSE on that day. (In determining the market value of the Registrant’s common stock
held by non-affiliates, shares of common stock beneficially owned by directors, officers and holders of more than 10% of the
Registrant’s common stock have been excluded. This determination of affiliate status is not necessarily a conclusive determination
for other purposes.)
There were 117,291,429 shares of common stock, $0.01 par value, outstanding at February 22, 2012.
DOCUMENTS INCORPORATED BY REFERENCE
Selected designated portions of the Registrant's definitive Proxy Statement in connection with the Registrant’s 2012 Annual
Meeting of stockholders are incorporated by reference into Part III of this Annual Report.
Page 2
DARLING INTERNATIONAL INC. AND SUBSIDIARIES
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011
TABLE OF CONTENTS
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
BUSINESS
RISK FACTORS
UNRESOLVED STAFF COMMENTS
PROPERTIES
LEGAL PROCEEDINGS
MINE SAFETY DISCLOSURES
PART I
PART II
Item 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Item 6.
Item 7.
SELECTED FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Item 7A.
Item 8.
Item 9.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCAL DISCLOSURE
Item 9A.
Item 9B.
CONTROLS AND PROCEDURES
OTHER INFORMATION
PART III
Item 10.
Item 11.
Item 12.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Item 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
PART IV
Item 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
SIGNATURES
Page 3
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109
PART I
ITEM 1. BUSINESS
GENERAL
Founded by the Swift meat packing interests and the Darling family in 1882, Darling International Inc. ("Darling", and
together with its subsidiaries, the "Company") was incorporated in Delaware in 1962 under the name "Darling-Delaware Company,
Inc." On December 28, 1993, Darling changed its name from "Darling-Delaware Company, Inc." to "Darling International
Inc." The address of Darling's principal executive office is 251 O'Connor Ridge Boulevard, Suite 300, Irving, Texas, 75038, and
its telephone number at this address is (972) 717-0300.
The Company is a leading provider of rendering, cooking oil and bakery waste recycling and recovery solutions to the
nation's food industry. The Company collects and recycles animal by-products, bakery waste and used cooking oil from poultry
and meat processors, commercial bakeries, grocery stores, butcher shops, and food service establishments and provides grease
trap cleaning services to many of the same establishments. On December 17, 2010, Darling completed its acquisition of Griffin
Industries, Inc. (which was subsequently converted to a limited liability company) and its subsidiaries ("Griffin") pursuant to the
Agreement and Plan of Merger, dated as of November 9, 2010 (the "Merger Agreement"), by and among Darling, DG Acquisition
Corp., a wholly-owned subsidiary of Darling ("Merger Sub"), Griffin and Robert A. Griffin, as the Griffin shareholders'
representative. Merger Sub was merged with and into Griffin (the "Merger"), and Griffin survived the Merger as a wholly-owned
subsidiary of Darling (the "Griffin Transaction"). The Company operates over 120 processing and transfer facilities located
throughout the United States to process raw materials into finished products such as protein (primarily meat and bone meal
("MBM") and poultry meal ("PM")), hides, fats (primarily bleachable fancy tallow ("BFT"), poultry grease ("PG") and yellow
grease ("YG")) and bakery by-products ("BBP") as well as a range of branded and value-added products. The Company sells
these products nationally and internationally, primarily to producers of animal feed, pet food, fertilizer, bio-fuels and other consumer
and industrial ingredients, including oleo-chemicals, soaps and leather goods for use as ingredients in their products or for further
processing.
Effective January 2, 2011, as a result of the acquisition of Griffin, the Company's business operations were reorganized
into two new segments, Rendering and Bakery, in order to better align its business with the underlying markets and customers
that the Company serves. All historical periods have been restated for the changes to the segment reporting structure. The
Company's fiscal 2011 business and operations include 52 weeks of contribution from the assets acquired in the Griffin Transaction
as compared to 2 weeks of contribution from these assets in fiscal 2010. For the financial results of the Company's business
segments, see Note 19 of Notes to Consolidated Financial Statements.
The Company’s net external sales from continuing operations by operating segment were as follows (in thousands):
Fiscal
2011
Fiscal
2010
Fiscal
2009
$ 1,501,280
295,969
$ 1,797,249
83.5%
16.5
100.0%
$
$
714,685
10,224
724,909
98.6%
1.4
100.0%
$
$
597,806
—
597,806
100.0%
—
100.0%
Continuing operations:
Rendering
Bakery
Total
OPERATIONS
Rendering
The Company's largest business activity is rendering. The Company's rendering operations process poultry, animal by-
products and used cooking oil into fats (primarily BFT, PG, YG), protein (primarily MBM and PM (feed grade and pet food)),
and hides. The Company's rendering operations also provide grease trap servicing to food service establishments in exchange for
a collection fee.
Page 4
Raw materials
The Company's rendering operations collect two primary types of protein by-products, (i) beef and pork by-products and
(ii) poultry by-products, which are collected primarily from independent meat and poultry processors, grocery stores, butcher
shops and food service establishments. These rendering materials are collected in one of two manners. Certain large suppliers,
such as large meat processors and poultry processors, are furnished with bulk trailers in which the raw material is loaded. The
Company provides the remaining suppliers, primarily grocery stores and butcher shops, with containers in which to deposit the
raw material. The containers are picked up by or emptied into the Company’s trucks on a periodic basis. The type and frequency
of service is determined by individual supplier requirements, the volume of raw material generated by the supplier, supplier location
and weather, among other factors. The raw materials collected by the Company are transported either directly to a processing
plant or to a transfer station where materials from several collection routes are loaded into trailers and transported to a processing
plant. Collections of animal processing by-products generally are made during the day, and materials are delivered to plants for
processing within 24 hours of collection to deter spoilage.
The Company also collects used cooking oil and trap grease from restaurants, food service establishments and grocery
stores. Many of the Company's customers operate stores that are part of national chains. Used cooking oil from food service
establishments is placed in various sizes and types of containers which are supplied by the Company. In some instances, these
containers are unloaded directly onto the trucks, while in other instances used cooking oil is pumped through a vacuum hose into
the truck. The Company sells two types of containers for used cooking oil collection to food service establishments called
CleanStar® and BOSS, both of which are proprietary self-contained collection systems that are housed either inside or outside
the establishment, with the used cooking oil pumped directly into collection vehicles via an outside valve. The frequency of all
forms of used cooking oil and trap grease raw material collection is determined by the volume of oil generated by the food service
establishment. The Company either transports trap grease to waste treatment centers or recycles it at its facilities into a host of
environmentally safe product streams, including fuel and feed ingredients. The Company provides its customers with a
comprehensive set of solutions to their trap grease disposal needs, including manifests for regulatory compliance, computerized
routing for consistent cleaning and comprehensive trap cleaning.
Certain of the Company's rendering facilities are highly dependent on one or a few suppliers. During the 2011 fiscal
year, the Company's 10 largest raw materials suppliers accounted for approximately 25% of the total raw material processed by
the Company with no single supplier accounting for more than 5%. See "Risk factors—A significant percentage of the Company's
revenue is attributable to a limited number of suppliers and customers." Should any of these suppliers choose alternate methods
of disposal, cease or materially decrease their operations, have their operations interrupted by casualty or otherwise cease using
or reduce the use of the Company’s collection services, the operating facilities serving those customers could be materially and
adversely affected. (See "Risk factors-Certain of the Company's operating facilities are highly dependent upon a single or a few
suppliers.") For a discussion of the Company’s competition for raw materials, see "Competition."
Processing operations
The Company produces finished products primarily through the grinding, cooking, separating, drying, and blending of
various raw materials. The process starts with the collection of animal processing by-products (including fat, bones, feathers,
offal and other animal by-products). The animal processing by-products are ground and heated to extract water and separate oils
and grease from animal tissue as well as to sterilize and make the material suitable as an ingredient for animal feed. The separated
oils, tallows, and greases are then centrifuged and/or refined for purity. The remaining solid product is pressed to remove additional
oils to create meals. The meal is then sifted through screens and ground further if necessary to produce an appropriately sized
protein meal.
The primary finished products derived from the processing of animal by-products are tallow, PG, MBM, PM, feather
meal, and blood meal. In addition, at certain of its facilities, the Company is able to operate multiple process lines simultaneously
which provides it with the flexibility and capacity to manufacture a line of premium and value-added products in addition to its
principal finished products. Because of these processing controls, the Company is able to blend end products together in order to
produce premium products with specific mixes that typically have higher protein and energy content and lower moisture
than principal finished products and command premium prices.
The Company’s hides and skins operations process hides and skins from hog and beef processors into outputs used in
commercial applications such as the leather industry. The Company sells treated hides and skins to external customers, the majority
of which are tanneries.
Page 5
The Company’s fertilizer operations utilize finished products from the rendering division to manufacture fertilizers from
USDA approved ingredients that contain no waste by-products (i.e., sludge or sewage waste). The Company’s primary fertilizer
product line is Nature Safe®, an organic, protein based fertilizer which is produced at its blending plant in Henderson, KY. The
Company’s fertilizer products are predominately sold to golf courses, sports facilities, organic farms and landscaping companies.
Used cooking oil, which is recovered from restaurants, is heated, settled, and purified for use as an animal feed additive
or is further processed into biodiesel. Products derived from used cooking oil include YG, biodiesel, and Fat for Fuel®, which
uses grease as a fuel source for industrial boilers and driers.
Bakery feed
The Company is a leading processor of bakery waste in the U.S. The bakery feed division collects bakery waste materials
and processes the raw materials into BBP, including Cookie Meal®, an animal feed ingredient primarily used in poultry rations.
Raw materials
Bakery products are collected from large commercial bakeries that produce a variety of products, including cookies,
crackers, cereal, bread, dough, potato chips, pretzels, sweet goods and biscuits, among others. The Company collects these materials
by bulk loading onsite at the bakeries utilizing proprietary equipment, the majority of which is designed, manufactured, and
installed by the Company. The Company has specifically engineered bulk collection systems for the handling of bakery waste. All
of the bakery waste that the Company collects is bulk loaded which represents a significant advantage over competitors that receive
a large percentage of raw materials from less efficient, manual methods. The receipt of bulk-loaded bakery waste allows the
Company to significantly streamline its bakery recycling process, reduce personnel, eliminate a significant source of wastewater
and maximize freight savings by hauling more tons per load.
Processing operations
The highly automated bakery feed production process involves sorting and separating raw material, mixing it to produce
the appropriate nutritional content, drying it to reduce excess moisture, and grinding it to the consistency of animal feed. During
the bakery waste process, packaging materials are removed. The packaging material is fed into a combustion chamber, along with
sawdust from nearby sawmills and heat is produced. This heat is used in the dryers to remove moisture from the raw materials
that have been partially ground. Finally, the dried meal is ground to the specified granularity. The finished product, which is
continually tested to ensure that the caloric and nutrient contents meet specifications, is a nutritious additive used in animal feed.
Renewable fuels / Biodiesel
In addition to the rendering and bakery waste services, on January 21, 2011, a wholly-owned subsidiary of the Company
entered into a limited liability company agreement (the "JV Agreement") with a wholly-owned subsidiary of Valero Energy
Corporation ("Valero") to form Diamond Green Diesel Holdings LLC (the "Joint Venture"). The Joint Venture is owned 50% /
50% with Valero and was formed to design, engineer, construct and operate a renewable diesel plant (the "Facility") capable of
producing approximately 9,300 barrels per day of renewable diesel and certain other co-products, to be located adjacent to Valero’s
refinery in Norco, Louisiana. The Joint Venture is in the process of constructing the Facility. The Facility is expected to convert
grease, primarily animal fats and used cooking oil supplied by the Company, and potentially other feed stocks that become
economically and commercially viable, into renewable diesel. The Facility will use an advanced hydroprocessing-isomerization
process licensed from UOP LLC, known as the Ecofining™ Process, and a pretreatment process developed by the Desmet Ballestra
Group designed to convert approximately 1.1 billion pounds per year of recycled animal fats, recycled cooking oils and other
feedstocks into renewable diesel product and certain other co-products.
In addition, the Company utilizes a portion of its rendered animal fats, recycled greases and plant oils to produce Bio
G-3000TM Premium Diesel Fuel. The Company's biodiesel operations utilize raw material inputs sourced from its rendering
operations as well as several third party additives in order to produce Bio G-3000TM. The Company has the annual capacity to
produce two million gallons of Bio G-3000TM. The Company's biodiesel product is sold to its internal divisions as well as
domestic commercial biodiesel producers to be used as biodiesel fuel, a clean burning additive for diesel fuel or as a biodegradable
solvent or cleaning agent. Bio G-3000TM is currently processed at the Company’s facility in Butler, Kentucky.
Page 6
Raw materials pricing and supply contracts
The Company has two primary pricing arrangements—formula and non-formula arrangements—with its suppliers of
poultry, beef, pork and bakery waste products and used cooking oil. Under a "formula" arrangement, the charge or credit for raw
materials is tied to published finished product commodity prices after deducting a fixed processing fee. The Company also acquires
raw material under "non-formula" arrangements whereby suppliers are either paid a fixed price, are not paid, or are charged a
collection fee, depending on various economic and competitive factors. Approximately 78% of the Company's annual volume of
raw materials is acquired on a "formula" basis.
The credit received or amount charged for raw material under both formula and non-formula arrangements is based on
various factors, including the type of raw materials, demand for the raw materials, the expected value of the finished product to
be produced, the anticipated yields, the volume of material generated by the supplier and processing and transportation costs.
Formula prices are generally adjusted on a weekly, monthly or quarterly basis while non-formula prices or charges are
adjusted as needed to respond to changes in finished product prices or related operating costs.
Finished products
The Company's finished products are predominantly proteins (primarily MBM and PM), fats (primarily BFT, PG and
YG), BBP and hides. MBM, PM and BBP are used primarily as high protein additives in pet food and animal feed. Oils are used
as ingredients in the production of pet food, animal feed, soaps and as a substitute for traditional fuels. Oleo-chemical producers
use these oils as feed stocks to produce specialty ingredients used in paint, rubber, paper, concrete, plastics and a variety of other
consumer and industrial products. Hides are sold to leather distributors and manufacturers for the production of leather goods. The
Company's principal finished products are commodities that compete with other commodities such as corn, soybean oil, palm oil
complex, soybean meal and heating oil on nutritional and functional values and therefore actual pricing for the Company's finished
products, as well as competing products, can be quite volatile. While the Company's finished products are generally sold at prices
prevailing at the time of sale, the Company's ability to deliver large quantities of finished products from multiple locations and to
coordinate sales from a central location enables the Company to occasionally receive a premium over the then-prevailing market
price.
Finished products
The Company's finished products include the following.
Protein Meals
The Company's meal products include MBM, PM, feather meal and blood meal. All of the Company's meal products are
protein-rich and contain essential minerals and amino acids which are critically important components of animal feed. MBM,
blood meal, PM and feather meal are sold to feed manufacturers while higher grade poultry meal is also sold to pet food
manufacturers. Some of the Company’s meals are also used as ingredients in its fertilizer operations.
Animal Fats
The Company produces a range of animal fats from its rendering operations. Animal fats are an additive in livestock and
pet foods that contains essential fatty acids and energy and enhances the taste of the foods. Animal fats are also frequently sold
to soap and beauty products manufacturers as well as industrial manufacturers of paint, rubber, paper, concrete, plastics and other
consumer products. The vast majority of the animal fat that the Company produces is used as a feed additive.
Grease
The Company produces several different types of grease including YG and brown grease. Grease, similar to tallow, is
an essential ingredient in livestock and pet foods due to its fatty acid composition and high energy content. Due to its nutritional
content, the majority of the Company's YG is sold to meat and poultry producers who use the grease as a feed additive. In addition,
some of the grease produced by the Company's rendering operations is burned as Fat for Fuel® or used to manufacture biodiesel.
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Hides and skins
The Company processes discarded hides and skins from beef, hog and other animal processing facilities. The hides and
skins are trimmed and cured in a brine solution that prepares them for tanneries. Tanneries sell the tanned hides and skins primarily
to leather companies that use the products in a variety of consumer goods including apparel and vehicle interiors.
Premium, value-added and branded products
The Company's premium, value-added and branded products command significantly higher pricing relative to its principal
finished product lines due to their enhanced nutritional content, which is a function of the Company's proprietary processing
techniques.
MARKETING, SALES AND DISTRIBUTION OF FINISHED PRODUCTS
The Company sells its finished products worldwide. Finished product sales are primarily managed through the Company's
commodity trading departments which are located at Darling's corporate headquarters in Irving, Texas and in Cold Spring,
Kentucky. The Company also maintains sales offices in Des Moines, Iowa, New Orleans, Louisiana, and Memphis, Tennessee
for the sale and distribution of selected products. This sales force is in contact with several hundred customers daily and coordinates
the sale and assists in the distribution of most finished products produced at the Company's processing plants. The Company sells
its finished products internationally through commodities brokers, Company agents and directly to customers in various countries.
The Company sells its finished products primarily to producers of livestock feed, oleo-chemicals, bio-fuels, soaps, pet
foods and leather goods for use as ingredients in their products or for further processing. The Company's finished products are
commodities that compete with other commodities such as corn, soybean oil, palm oil complex, soybean meal and heating oil on
nutritional and functional values and therefore the actual pricing for the Company's finished products, as well a competing products,
can be quite volatile. Customers for the Company's premium, value added and branded products include feed mills, pet food
manufacturers, integrated poultry producers, the dairy industry and golf courses, among others. F eed mills purchase meals, greases,
tallows, and Cookie Meal® for use as feed ingredients. Oleo-chemical producers use oils as feed stocks to produce specialty
ingredients used in paint, rubber, paper, concrete, plastics and a variety of other consumer and industrial products. Pet food
manufacturers require stringent feed safety certifications and consistently demand premium additives that are high in protein and
nutritional content. As a result, pet food manufacturers typically purchase only premium or value-added products. The Company
typically enters into long-term supply contracts with pet food manufacturers.
The Company has no material foreign operations, but exports a portion of its products to customers in various foreign
countries or regions including Asia, the European Union, Latin America, the Pacific Rim, North Africa, Mexico and South
America. Total direct export sales were $270.9 million, $71.0 million and $70.8 million for the years ended December 31, 2011,
January 1, 2011 and January 2, 2010, respectively. The Company also sells to third parties that export to various foreign
countries. The level of export sales varies from year to year depending on the relative strength of domestic versus overseas
markets. The Company obtains payment protection for most of its foreign sales by requiring payment before shipment or by
requiring bank letters of credit or guarantees of payment from U.S. government agencies. The Company ordinarily is paid for its
products in U.S. dollars and has not experienced any material currency translation losses or any material foreign exchange control
difficulties. See Note 19 of Notes to Consolidated Financial Statements for a breakdown of the Company’s sales by domestic and
foreign customers.
Following diagnosis of the first U.S. case of bovine spongiform encephalopathy ("BSE") on December 23, 2003, many
countries banned imports of U.S.-produced beef and beef products, including MBM and initially BFT, though this initial ban on
tallow was relaxed to permit imports of U.S.-produced tallow with less than 0.15% impurities. Most foreign markets that were
closed to U.S. beef following the discovery of the first U.S. case of BSE have been reopened to U.S beef, although some countries
only accept boneless beef or beef from cattle less than 30 months of age. Japan is more restrictive and only permits imports of
U.S. beef from cattle that are age verified to be 20 months of age or younger at slaughter. Even though the export markets for
U.S. beef have rebounded and 2011 export volumes may exceed pre-BSE levels, most of these markets remain closed to MBM
derived from U.S. beef.
The Company's management monitors market conditions and prices for its finished products on a daily basis. If market
conditions or prices were to significantly change, the Company's management would evaluate and implement any measures that
it may deem necessary to respond to the change in market conditions. For larger formula-based pricing suppliers, the indexing
of finished product price to raw material cost effectively fixes the gross margin on finished product sales at a stable level, providing
some protection to the Company from price declines.
Page 8
Finished products produced by the Company are shipped primarily FOB plant by truck and rail from the Company's
plants shortly following production. While there are some temporary inventory accumulations at various port locations for export
shipments, inventories rarely exceed three weeks’ production and, therefore, the Company uses limited working capital to carry
inventories and reduces its exposure to fluctuations in commodity prices. Other factors that influence competition, markets and
the prices that the Company receives for its finished products include the quality of the Company's finished products, consumer
health consciousness, worldwide credit conditions and U.S. government foreign aid. From time to time, the Company enters into
arrangements with its suppliers of raw materials pursuant to which these suppliers buy back the Company’s finished products.
The Company operates a fleet of trucks, trailers and railcars to transport raw materials from suppliers and finished product
to customers. It also utilizes third party freight to cost-effectively transfer materials and augment its in-house logistics fleet. Within
the Company’s bakery feed division, all inbound and outbound freight is handled by third party logistics companies.
COMPETITION
Management of the Company believes that the most challenging aspect of the business is the procurement of raw materials
rather than the sale of finished products. Pronounced consolidation within the meat processing industry has resulted in bigger and
more efficient slaughtering operations, the majority of which utilize "captive" renderers (rendering operations integrated with the
meat or poultry packing operation). Simultaneously, the number of small meat processors, which have historically been a
dependable source of supply for non-captive renderers, such as the Company, has decreased significantly. The slaughter rates in
the meat processing industry are subject to decline due to economic conditions, and, as a result, during such periods of decline,
the availability, quantity and quality of raw materials available to the independent renderers decreases. These factors have been
offset, in part, however, by increasing environmental consciousness. The need for food service establishments to comply with
environmental regulations concerning the proper disposal of used restaurant cooking oil should continue to provide a growth area
for this raw material source. The rendering industry is highly fragmented and very competitive. The Company competes with
other rendering and restaurant services businesses, bakery waste and alternative methods of disposal of animal processing by-
products and used restaurant cooking oil provided by trash haulers, waste management companies and bio-diesel companies, as
well as the alternative of illegal disposal. In addition, food service establishments have increasingly experienced theft of used
cooking oil. A number of the Company's competitors for the procurement of raw material are experienced, well-capitalized
companies that have significant operating experience and historic supplier relationships. Competition for raw materials is based
in large part on price and proximity to the supplier.
In marketing its finished products domestically and abroad, the Company faces competition from other processors and
from producers of other suitable commodities. Tallows and greases are, in certain instances, substitutes for soybean oil and palm
stearine, while MBM and PM are a substitute for soybean meal. B akery feed is a substitute for corn in animal feed. C onsequently,
the prices of BFT, PG, YG, MBM, PM and BBP correlate with these substitute commodities. The markets for finished products
are impacted mainly by the worldwide supply of and demand for fats, oils, proteins and grains.
SEASONALITY
Although the amount of raw materials made available to the Company by its suppliers is relatively stable on a weekly
basis, it is impacted by seasonal factors, including holidays, during which the availability of raw materials declines because major
meat and poultry processors are not operating, and cold weather, which can hinder the collection of raw materials. The amount
of bakery raw materials the Company will process generally increases on a seasonal basis during the summer from June to
September. Warm weather can also adversely affect the quality of raw materials processed and the Company’s yields on production
because raw material deteriorates more rapidly in warm weather than in cooler weather. Weather can vary significantly from one
year to the next and may impact the comparability of operating results of the Company between periods.
INTELLECTUAL PROPERTY
The Company maintains valuable trademarks, service marks, copyrights, trade names, trade secrets, proprietary
technologies and similar intellectual property, and considers its intellectual property to be of material value. The Company has
registered or applied for registration of certain of its intellectual property, including the tricolor triangle used in the Company’s
signage and logos and the names "Darling," "Darling Restaurant Services," "Griffin Industries," "Nature Safe," "CleanStar" and
"Cookie Meal" and certain patents, both domestically and internationally, relating to the process for preparing nutritional
supplements and the drying and processing of raw materials. The Company’s policy generally is to pursue intellectual property
protection considered necessary or advisable.
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EMPLOYEES AND LABOR RELATIONS
As of December 31, 2011, the Company employed approximately 3,320 persons full-time. While the Company has no
national or multi-plant union contracts, approximately 25% of the Company's employees are covered by multiple collective
bargaining agreements. Management believes that the Company's relations with its employees and their representatives are
good. There can be no assurance, however, that new agreements will be reached without union action or will be on terms satisfactory
to the Company.
REGULATIONS
The Company is subject to the rules and regulations of various federal, state and local governmental agencies. Material
rules and regulations and the applicable agencies include:
•
The Food and Drug Administration ("FDA"), which regulates food and feed safety. Effective August 1997, the FDA
promulgated a rule prohibiting the use of mammalian proteins, with some exceptions, in feeds for cattle, sheep and other
ruminant animals (21 CFR 589.2000, referred to herein as the "BSE Feed Rule") to prevent further spread of BSE,
commonly referred to as "mad cow disease." With respect to BSE in the U.S., on October 26, 2009, the FDA began
enforcing new regulations intended to further reduce the risk of spreading BSE ("Enhanced BSE Rule"). These new
regulations included amending the BSE Feed Rule to prohibit the use of tallow having more than 0.15% insoluble
impurities in feed for cattle or other ruminant animals. In addition, the FDA implemented rules that prohibit the use of
brain and spinal cord material from cattle aged 30 months and older or the carcasses of such cattle, if the brain and spinal
cord are not removed, in the feed or food for all animals. Company management believes the Company is in compliance
with the provisions of these rules.
See Item 1A “Risk Factors – The Company’s business may be affected by the impact of BSE and other food safety issues,”
for more information regarding certain FDA rules that affect the Company's business, including changes to the BSE Feed
Rule.
• The United States Department of Agriculture ("USDA"), which regulates collection and production methods. Within the
USDA, two agencies exercise direct regulatory oversight of the Company's activities:
– Animal and Plant Health Inspection Service ("APHIS"), as the competent authority on animal health
in the U.S., certifies facilities and claims made for exported materials and establishes and enforces import
requirements for live animals and animal products, and
– Food Safety Inspection Service ("FSIS") regulates sanitation and food safety programs.
On December 30, 2003, the Secretary of Agriculture announced new beef slaughter/meat processing regulations to assure
consumers of the safety of the meat supply. These regulations prohibit non-ambulatory animals from entering the food
chain, require removal of specified risk materials at slaughter and prohibit carcasses from cattle tested for BSE from
entering the food chain until the animals are shown negative for BSE.
On November 19, 2007, APHIS implemented revised import regulations that allowed Canadian cattle over 30 months of
age and born after March 1, 1999 and bovine products derived from such cattle to be imported into the U.S. for any use.
Imports of Canadian cattle younger than 30 months of age have been allowed since March 2005. Imports of SRM from
Canadian born cattle slaughtered in Canada are not permitted.
• The U.S. Environmental Protection Agency ("EPA"), which regulates air and water discharge requirements, as well as
local and state agencies governing air and water discharge.
•
State Departments of Agriculture, which regulate animal by-product collection and transportation procedures and animal
feed quality.
• The United States Department of Transportation ("USDOT"), as well as local and state agencies, which regulate the
operation of the Company's commercial vehicles.
• Occupational Safety and Health Administration, the main federal agency charged with the enforcement of safety and
health legislation.
Page 10
• The Securities and Exchange Commission ("SEC"), which regulates securities and information required in annual and
quarterly reports filed by publicly traded companies.
These material rules and regulations and other rules and regulations promulgated by other agencies may influence the
Company’s operating results at one or more facilities.
AVAILABLE INFORMATION
Under the Securities Exchange Act of 1934, the Company is required to file annual, quarterly and special reports, proxy
statements and other information with the SEC, which can be read and/or copies made at the SEC's Public Reference Room at
100 F Street N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the Public
Reference Room. The SEC maintains a web site at http://www.sec.gov that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC. The Company files electronically with the SEC.
The Company makes available, free of charge, through its investor relations web site, its reports on Forms 10-K, 10-Q
and 8-K, and amendments to those reports, as soon as reasonably practicable after they are filed with, or furnished to, the SEC
pursuant to Section 13(a) or 15(d) of the Exchange Act.
The Company's website is http://www.darlingii.com and the address for the Company's investor relations web site is
http://www.darlingii.com/investors.aspx.
ITEM 1A. RISK FACTORS
Any investment in the Company will be subject to risks inherent to the Company's business. Before making an investment
decision in the Company, you should carefully consider the specific risks described below together with all of the other information
included in or incorporated by reference into this report before making an investment decision. Each of the risks described below
could adversely and materially affect the Company's business, financial condition and operating results. The risks and uncertainties
the Company has described are not the only ones facing the Company. Additional risks and uncertainties not presently known to
the Company or those the Company currently deems immaterial may also affect business or operations of the Company. If any
of the events described in the following risk factors actually occurs, the Company's business, financial condition, prospects or
results of operations could be materially and adversely affected. If any of these events occurs, the trading price of the Company's
securities could decline and you may lose all or part of your investment. The risks discussed below also include forward-looking
statements and the Company's actual results may differ substantially from those discussed in these forward-looking statements. See
"Forward-Looking Statements" in this filing.
The prices of the Company's products are subject to significant volatility associated with commodities markets.
The Company's finished products are, with certain exceptions, commodities, the prices of which are quoted on, or derived
from prices quoted on, established commodity markets. Accordingly, the Company's results of operations will be affected by
fluctuations in the prevailing market prices of these finished products or of other commodities that may be substituted for the
Company's products by the Company's customers. Historically, market prices for commodity grains and food stocks have fluctuated
in response to a number of factors, including changes in U.S. government farm support programs or energy policies, changes in
international agricultural trading policies, impact of disease outbreaks on protein sources and the potential effect on supply and
demand as well as weather conditions during the growing and harvesting seasons. While the Company seeks to mitigate the risk
associated with price declines, including through the use of formula pricing tied to commodity prices for a substantial portion of
the Company's raw materials, a significant decrease in the market price of the Company's products or of other commodities that
may be substituted for the Company's products would have a material adverse effect on the Company's results of operations and
cash flow.
In addition, increases in the market prices of raw materials would require the Company to seek increased selling prices
for the Company's premium, value-added and branded products to avoid margin deterioration. There can be no assurance as to
whether the Company could implement future selling price increases in response to increases in the market prices of raw materials
or how any such price increases would affect future sales volumes to the Company's customers. The Company's results of operations
would be adversely affected in the future by this volatility.
Page 11
The Company's business is dependent on the procurement of raw materials, which is the most competitive aspect of the
Company business.
Management believes that the most competitive aspect of the Company's business is the procurement of raw materials
rather than the sale of finished products. Pronounced consolidation within the meat packing industry has resulted in bigger and
more efficient slaughtering operations, the majority of which utilize "captive" renderers. Simultaneously, the number of small
meat processors, which have historically been a dependable source of supply for non-captive renderers, such as the Company, has
decreased significantly. The slaughter rates in the meat processing industry are subject to decline due to economic conditions,
and as a result, during such periods of decline, the availability, quantity and quality of raw materials available to the independent
renderers decreases. In addition, the Company has seen an increase in the use of restaurant grease in the production of biodiesel,
which has increased competition for the collection of used cooking oil and contributed to an increase in the frequency of theft of
used cooking oil. F urthermore, the general performance of the U.S. economy, declining U.S. consumer confidence and the inability
of consumers and companies to obtain credit due to the current lack of liquidity in the financial markets has had a negative impact
on the Company's raw material volume, such as through the forced closure of certain of the Company’s raw material suppliers. A
significant decrease in available raw materials or a closure of a raw material supplier could materially and adversely affect the
Company's business and results of operations, including the carrying value of the Company's assets.
The rendering industry is highly fragmented and both the rendering and bakery waste industries are very competitive. The
Company competes with other rendering businesses and alternative methods of disposal of animal processing by-products, bakery
waste processing and used cooking oil provided by trash haulers, waste management companies and biodiesel companies, as well
as the alternative of illegal disposal. See Item 1, "Competition." In addition, restaurants experience theft of used cooking oil, the
frequency of which has increased with the rise in value of used cooking oil. Depending on market conditions, the Company either
charges a collection fee to offset a portion of the cost incurred in collecting raw material or will pay for the raw material. To the
extent suppliers of raw materials look to alternate methods of disposal, whether as a result of the Company's collection fees being
deemed too expensive or otherwise, the Company's raw material supply will decrease and the Company’s collection fee revenues
will decrease, which could materially and adversely affect the Company's business and results of operations.
A majority of Darling's volume of rendering raw materials, including all of its significant poultry accounts, and all of its
bakery feed raw materials are acquired on a "formula basis," which in most cases is set forth in contracts with the Company's
suppliers, generally with multi-year terms. These "formulas" allow the Company to manage the risk associated with decreases in
commodity prices by adjusting the Company's costs of materials based on changes in the price of the Company's finished products,
while also permitting the Company, in certain cases, to benefit from increases in commodity prices. The formulas provided in
these contracts are reviewed and modified both during the term of, and in connection with the renewal of, the contracts to maintain
an acceptable level of sharing between the Company and the Company's suppliers of the costs and benefits from movements in
commodity prices. Changes to these formulas or the inability to renew such contracts could have a material adverse effect on the
Company's business, results of operations and financial condition.
The Company is highly dependent on natural gas and diesel fuel.
The Company's operations are highly dependent on the use of natural gas and diesel fuel. The Company consumes
significant volumes of natural gas to operate boilers in the Company's plants, which generate steam to heat raw material. Natural
gas prices represent a significant cost of facility operations included in cost of sales. The Company also consumes significant
volumes of diesel fuel to operate the Company’s fleet of tractors and trucks used to collect raw material. Diesel fuel prices represent
a significant component of cost of collection expenses included in cost of sales. Prices for both natural gas and diesel fuel can be
volatile and therefore represent an ongoing challenge to the Company's operating results. Although the Company continually
manages these costs and hedges the Company's exposure to changes in fuel prices through the Company's formula pricing and
derivatives, a material increase in energy prices for natural gas and/or diesel fuel over a sustained period of time could materially
adversely affect the Company's business, financial condition and results of operations.
A significant percentage of the Company's revenue is attributable to a limited number of suppliers and customers.
In fiscal 2011, Darling's top ten customers for finished products accounted for approximately 28% of product sales. In
addition, its top ten raw material suppliers accounted for approximately 25% of its raw material supply in the same period. A
disruption to, termination of, or modifications to the Company's relationships with any of the Company's significant suppliers or
customers could cause the Company's businesses to suffer significant financial losses and could have a material adverse impact
on the Company's business, earnings, financial condition and/or cash flows.
Page 12
Certain of the Company's operating facilities are highly dependent upon a single or a few suppliers.
Certain of the Company's rendering facilities are highly dependent on one or a few suppliers. Should any of these suppliers
choose alternate methods of disposal, cease their operations, have their operations interrupted by casualty or otherwise cease using
the Company’s collection services, these operating facilities may be materially and adversely affected, which could materially and
adversely affect the Company’s business, earnings, financial condition and/or cash flows.
The renewable diesel joint venture with Valero will subject the Company to a number of risks.
The Company announced on January 21, 2011 that a wholly-owned subsidiary of Darling entered into the JV Agreement
with a wholly-owned subsidiary of Valero to form the Joint Venture. The Joint Venture is owned 50% / 50% with Valero and was
formed to design, engineer, construct and operate the Facility, which will be capable of producing approximately 9,300 barrels
per day of renewable diesel fuel and certain other co-products, to be located adjacent to Valero’s refinery in Norco, Louisiana. The
Joint Venture is in the process of constructing the Facility under an engineering, procurement and construction contract ("EPC
Contract") that is intended to fix the Joint Venture's maximum economic exposure for the cost of the Facility.
On May 31, 2011, the Joint Venture and Diamond Green Diesel LLC, a wholly-owned subsidiary of the Joint Venture
("Opco"), entered into (i) a facility agreement (the "Facility Agreement") with Diamond Alternative Energy, LLC, a wholly-owned
subsidiary of Valero (the "Lender"), and (ii) a loan agreement (the "Loan Agreement") with the Lender, which will provide the
Joint Venture with a 14 year multiple advance term loan facility of approximately $221,300,000 (the "JV Loan") to support the
design, engineering and construction of the Facility, which is now under construction. The Facility Agreement and the Loan
Agreement prohibit the Lender from assigning all or any portion of the Facility Agreement or the Loan Agreement to unaffiliated
third parties. Opco has also pledged substantially all of its assets to the Lender, and the Joint Venture has pledged all of Opco's
equity interests to the Lender, until the JV Loan has been paid in full and the JV Loan has terminated in accordance with its terms.
Pursuant to sponsor support agreements executed in connection with the Facility Agreement and the Loan Agreement,
each of the Company and Valero are committed to contributing approximately $93.2 million of the estimated aggregate costs of
approximately $407.7 million for the completion of the Facility. The Company is also required to pay for 50% of any cost overruns
incurred in connection with the construction of the Facility, including relating to any project scope changes. As of December 31,
2011 the Company has an investment in the Joint Venture of approximately $21.7 million included on the consolidated balance
sheet.
There is no guarantee that the Facility will be constructed in a timely manner, and any unexpected significant scope
changes to the project could require investment of additional significant financial resources by the Company which may require
the Company to obtain additional financing. Further, while the two principal technologies to be licensed for the Joint Venture are
established technologies, their use together in the manner currently contemplated for the Joint Venture is innovative and has not
been previously employed. If the Facility is completed, there is no guarantee that the Joint Venture will be profitable or allow the
Company to make a return on the Company’s investment, and the Company may lose the Company's entire investment.
The Joint Venture is dependent on governmental energy policies and programs, such as the National Renewable Fuel
Standard Program ("RFS2"), which positively impact the demand for and price of renewable diesel. Any changes to, a failure to
enforce or a discontinuation of any of these programs could have a material adverse affect on the Joint Venture. See "Risk Factors
—The Company's business may be affected by energy policies of U.S. and foreign governments." Similarly, the Joint Venture is
subject to the risk that new or changing technologies may be developed that could meet demand for renewable diesel under
governmental mandates in a more efficient or less costly manner than the technologies to be used by the Joint Venture, which
could negatively affect the price of renewable diesel and have a material adverse affect on the Joint Venture.
In addition, the commencement and operation of a joint venture such as this involve a number of risks that could harm
the Company’s business and result in the Joint Venture not performing as expected, such as:
•
•
•
•
•
problems integrating or developing operations, personnel, technologies or products;
the breakdown or failure of equipment or processes;
the failure of the end product to perform as anticipated;
unforeseen engineering and environmental issues;
the inaccuracy of the Company's assumptions about the timing and amount of anticipated costs and revenues;
Page 13
•
•
•
•
•
•
•
•
•
•
the diversion of management time and resources;
obtaining permits and other regulatory issues, license revocation and changes in legal requirements;
insufficient experience with the technologies and markets involved;
difficulties in establishing relationships with suppliers and end user customers;
unanticipated cost overruns;
risks commonly associated with the start-up of "greenfield" projects;
performance below expected levels of output or efficiency;
reliance on Valero and its adjacent refinery facility for many services and processes;
subsequent impairment of the acquired assets, including intangible assets; and
being bought out and not realizing the benefits of the Joint Venture.
If any of these risks described above were to materialize and the operations of the Joint Venture were significantly
disrupted, this could have a material adverse effect on the Company's business, financial condition and results of operations.
The Company's business may be affected by energy policies of U.S. and foreign governments.
Pursuant to the requirements established by the Energy Independence and Security Act of 2007 on February 3, 2010, the
EPA finalized regulations for RFS2. The regulation mandates the domestic use of biomass-based diesel (biodiesel or renewable
diesel) of 1.0 billion gallons in 2012. Beyond 2012 the regulation requires a minimum of 1.0 billion gallons of biomass-based
diesel for each year through 2022 and such amount is subject to increase by the EPA Administrator. On June 20, 2011, the EPA
issued a proposed rule which would require 1.28 billion gallons for the calendar year 2013. Biomass-based diesel also qualifies
to fulfill the non-specified portion of the advanced bio-fuel requirement. In order to qualify as a "renewable fuel" each type of
fuel from each type of feed stock is required to lower greenhouse gas emissions ("GHG") by levels specified in the regulation. The
EPA has determined that bio-fuels (either biodiesel or renewable diesel) produced from waste oils, fats and greases result in an
86% reduction in GHG emissions, exceeding the 50% requirement established by the regulation. Prices for the Company's finished
products may be impacted by worldwide government policies relating to renewable fuels and greenhouse gas emissions. Programs
like RFS2 and tax credits for bio-fuels both in the United States and abroad may positively impact the demand for the Company's
finished products. Accordingly, changes to, a failure to enforce or discontinuing any of these programs could have a negative
impact on the Company's business and results of operations.
The Company may incur material costs and liabilities in complying with government regulations.
The Company is subject to the rules and regulations of various federal, state and local governmental
agencies. Material rules and regulations and the applicable agencies include:
• The FDA, which regulates food and feed safety;
• The USDA, including its agencies APHIS and FSIS, which regulates collection and production methods;
• The EPA, which regulates air and water discharge requirements, as well as local and state agencies, which monitor air
and water discharges;
•
State Departments of Agriculture, which regulate animal by-product collection and transportation procedures and animal
feed quality;
• The USDOT, as well as local and state transportation agencies, which regulate the operation of the Company’s commercial
vehicles;
• The Occupational Safety and Health Administration, which is the main federal agency charged with the enforcement of
safety and health legislation; and
• The SEC, which regulates securities and information required in annual and quarterly reports filed by publicly traded
companies.
Page 14
The applicable rules and regulations promulgated by these agencies may influence the Company's operating results at
one or more facilities. Furthermore, the loss of or failure to obtain necessary federal, state or local permits and registrations at
one or more of the Company's facilities could halt or curtail operations at impacted facilities, which could result in impairment
charges related to the affected facility and otherwise adversely affect the Company's operating results. The Company's failure to
comply with applicable rules and regulations, including obtaining or maintaining required operating certificates or permits, could
subject the Company to: (i) administrative penalties and injunctive relief; (ii) civil remedies, including fines, injunctions and
product recalls; and (iii) adverse publicity. There can be no assurance that the Company will not incur material costs and liabilities
in connection with these rules and regulations.
Seasonal factors and weather can impact the quality and volume of raw materials that the Company processes.
The quantity of raw materials available to the Company is impacted by seasonal factors, including holidays, when raw
material volume declines, and cold weather, which can impact the collection of raw material. In addition, warm weather can
adversely affect the quality of raw material processed and the Company's yield on production due to more rapidly degrading raw
materials. The quality and volume of finished product that the Company is able to produce could be negatively impacted by
unseasonable weather or unexpected declines in the volume of raw material available during holidays, which in turn could have
a material adverse impact on the Company's business, results of operations and financial condition.
Downturns and volatility in global economies and commodity and credit markets could materially adversely affect the
Company's business and results of operations.
The Company's results of operations are materially affected by the state of the global economies and conditions in the
credit, commodities and stock markets. Among other things, the Company may be adversely impacted if the Company's domestic
and international customers and suppliers are not able to access sufficient capital to continue to operate their businesses or to
operate them at prior levels. A decline in consumer confidence or changing patterns in the availability and use of disposable
income by consumers can negatively affect both the Company's suppliers and customers. Declining discretionary consumer
spending or the loss or impairment of a meaningful number of the Company's suppliers or customers could lead to a dislocation
in either raw material availability or customer demand. Tightened credit supply could negatively affect the Company's customers'
ability to pay for the Company’s products on a timely basis or at all and could result in a requirement for additional bad debt
reserves. Although many of the Company's customer contracts are formula-based, continued volatility in the commodities markets
could negatively impact the Company's revenues and overall profits. Counterparty risk on finished product sales can also impact
revenue and operating profits when customers either are unable to obtain credit or refuse to take delivery of finished product due
to market price declines.
The Company's business may be affected by the impact of BSE and other food safety issues.
Effective August 1997, the FDA promulgated a rule prohibiting the use of mammalian proteins, with some exceptions,
in feeds for cattle, sheep and other ruminant animals (referred to herein as the "BSE Feed Rule") to prevent further spread of BSE,
commonly referred to as "mad cow disease." Detection of the first case of BSE in the United States in December 2003 resulted
in additional U.S. government regulations, finished product export restrictions by foreign governments, market price fluctuations
for the Company's finished products and reduced demand for beef and beef products by consumers. Even though the export
markets for U.S. beef have rebounded and 2011 export volumes may exceed pre-BSE levels, most export markets remain closed
to MBM derived from U.S. beef. Continued concern about BSE in the United States may result in additional regulatory and market
related challenges that may affect the Company's operations or increase the Company's operating costs.
With respect to BSE in the United States, on October 26, 2009, the FDA began enforcing new regulations intended to
further reduce the risk of spreading BSE ("Enhanced BSE Rule"). These new regulations included amending the BSE Feed Rule
to prohibit the use of tallow having more than 0.15% insoluble impurities in feed for cattle or other ruminant animals. In addition,
the FDA implemented rules that prohibit the use of brain and spinal cord material from cattle aged 30 months and older or the
carcasses of such cattle, if the brain and spinal cord are not removed, in the feed or food for all animals ("Prohibited Cattle
Materials"). Tallow derived from Prohibited Cattle Materials that also contains more than 0.15% insoluble impurities cannot be
fed to any animal. The Company has followed the Enhanced BSE Rule since it was first published in 2008 and has made capital
expenditures and implemented new processes and procedures to be compliant with the Enhanced BSE Rule at all of the Company's
operations. Based on the foregoing, while the Company acknowledges that unanticipated issues may arise as the FDA continues
to implement the Enhanced BSE Rule and conducts compliance inspections, the Company does not currently anticipate that the
Enhanced BSE Rule will have a significant impact on the Company operations or financial performance. Notwithstanding the
foregoing, the Company can provide no assurance that unanticipated costs and/or reductions in raw material volumes related to
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the Company's compliance with the Enhanced BSE Rule will not negatively impact the Company’s operations and financial
performance.
With respect to human food, pet food and animal feed safety, the Food and Drug Administration Amendments Act of
2007 (the "FDAAA") was signed into law on September 27, 2007 as a result of Congressional concern for pet and livestock food
safety, following the discovery in March 2007 of pet and livestock food that contained adulterated imported ingredients. The
FDAAA directs the Secretary of Health and Human Services and the FDA to promulgate significant new requirements for the pet
food and animal feed industries. As a prerequisite to new requirements specified by the FDAAA, the FDA was directed to establish
a Reportable Food Registry, which was implemented on September 8, 2009. On June 11, 2009, the FDA issued "Guidance for
Industry: Questions and Answers Regarding the Reportable Food Registry as Established by the Food and Drug Administration
Amendments Act of 2007: Draft Guidance." Stakeholder comments and questions about the Reportable Food Registry that were
submitted to the docket or during public meetings were incorporated into a second draft guidance ("RFR Draft Guidance"), which
was published on September 8, 2009. In the RFR Draft Guidance, the FDA defined a reportable food, which the manufacturer or
distributor would be required to report in the Reportable Food Registry, to include materials used as ingredients in animal feeds
and pet foods, if there is reasonable probability that the use of such materials will cause serious adverse health consequences or
death to humans or animals. The FDA issued a second version of its RFR Draft Guidance in May 2010 without finalizing it. On
July 27, 2010, the FDA released "Compliance Policy guide Sec. 690.800, Salmonella in Animal Feed, Draft Guidance" ("Draft
CPG"), which describes differing criteria to determine whether pet food and farmed animal feeds that are contaminated with
salmonella will be considered to be adulterated under section 402(a)(1) of the Food Drug and Cosmetic Act. According to the
Draft CPG, any finished pet food contaminated with any species of salmonella will be considered adulterated because such feeds
have direct human contact. F inished animal feeds intended for pigs, poultry and other farmed animals, however, will be considered
to be adulterated only if the feed is contaminated with a species of salmonella that is considered to be pathogenic for the animal
species that the feed is intended for. The impact of the FDAAA and implementation of the Reportable Food Registry on the
Company, if any, will not be clear until the FDA finalizes its RFR Draft Guidance and the Draft CPG, neither of which were
finalized as of the date of this report. The Company believes that it has adequate procedures in place to assure that its finished
products are safe to use in animal feed and pet food and the Company does not currently anticipate that the FDAAA will have a
significant impact on the Company’s operations or financial performance. Any pathogen, such as salmonella, that is correctly or
incorrectly associated with the Company’s finished products could have a negative impact on the demands for the Company’s
finished products.
In addition, on January 4, 2011, President Barack Obama signed the Food Safety Modernization Act ("FSMA") into
law. As enacted, the FSMA gave the FDA new authorities, which became effective immediately. Included among these is mandatory
recall authority for adulterated foods that are likely to cause serious adverse health consequences or death to humans or animals,
if the responsible party fails to cease distribution and recall such adulterated foods voluntarily. The FSMA further instructed the
FDA to amend existing regulations that define its administrative detention authority so that the criteria needed for detaining human
or animal food are lowered. Prior to the FSMA becoming law, FDA had authority to order that an article of food be detained only
if there was credible evidence or information indicating that the article of food presented a threat of serious adverse health
consequences or death to humans or animals. On May 5, 2011, FDA issued an interim final rule amending its administrative
detention authority and lowering both the level of proof and the degree of risk required for detaining an article of food. This interim
final rule, which became effective on July 3, 2011, gives the FDA authority to detain an article of food if there is reason to believe
the food is adulterated or misbranded. In addition to amending existing regulations, the FSMA requires the FDA to develop new
regulations that, among other provisions, place additional registration requirements on food and feed producing firms; require
registered facilities to perform hazard analyses and to implement preventive plans to control those hazards identified to be reasonably
likely to occur; increase the length of time that records are required to be retained; and regulate the sanitary transportation of food.
Such new food safety provisions will require new FDA rule-making. The Company has followed the FSMA throughout its
legislative history and implemented hazard prevention controls and other procedures that the Company believes will be needed
to comply with the FSMA. Such rule-making could, among other things, require the Company to amend certain of the Company’s
other operational policies and procedures. While unforeseen issues and requirements may arise as the FDA promulgates the new
regulations provided for by the FSMA, the Company does not anticipate that the costs of compliance with the FSMA will materially
impact the Company’s business or operations.
The Company’s business may be negatively impacted by the occurrence of any disease correctly or incorrectly linked to
animals.
The emergence of diseases such as 2009 H1N1 flu (initially know as "Swine Flu") and H5N1 avian influenza ("Bird
Flu") that are in or associated with animals and have the potential to also threaten humans has created concern that such diseases
could spread and cause a global pandemic. Even though such a pandemic has not occurred, governments may be pressured to
address these concerns and prohibit imports of animals, meat and animal by-products from countries or regions where the disease
is detected. The occurrence of Swine Flu, Bird Flu or any other disease in the United States that is correctly or incorrectly linked
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to animals and has a negative impact on meat or poultry consumption or animal production could have a material negative impact
on the volume of raw materials available to the Company or the demand for the Company's finished products.
If the Company or the Company's customers are the subject of product liability claims or product recalls, the Company
may incur significant and unexpected costs and the Company's business reputation could be adversely affected.
The Company and its customers for whom the Company manufactures products may be exposed to product liability
claims and adverse public relations if consumption or use of the Company's products is alleged to cause injury or illness to humans
or animals. In addition, the Company and its customers may be subject to product recalls resulting from developments relating
to the discovery of unauthorized adulterations to food additives. The Company's insurance may not be adequate to cover all
liabilities the Company incurs in connection with product liability claims or product recalls. The Company may not be able to
maintain its existing insurance or obtain comparable insurance at a reasonable cost, if at all. A product liability judgment against
the Company or against one of its customers for whom the Company manufactures products, or the Company's or its customer's
agreement to settle a product liability claim or a product recall, could also result in substantial and unexpected expenditures, which
would reduce operating income and cash flow. In addition, even if product liability claims against the Company or its customers
for whom the Company manufactures products are not successful or are not fully pursued, defending these claims would likely
be costly and time-consuming and may require management to spend time defending the claims rather than operating the Company's
business and may result in adverse publicity.
Product liability claims, product recalls or any other events that cause consumers to no longer associate the Company's
brands or those of the Company's customers for whom the Company manufactures products with high quality and safety, may
hurt the value of the Company's and the Company's customers' brands and lead to decreased demand for the Company's products. In
addition, as a result of any such claims against the Company or product recalls, the Company may be exposed to claims by the
Company's customers for damage to their reputations and brands. Product liability claims and product recalls may also lead to
increased scrutiny by federal and state regulatory agencies of the Company's operations and could have a material adverse effect
on the Company's brands, business, results of operations and financial condition.
The Company's operations are subject to various laws, rules and regulations relating to the protection of the environment
and to health and safety, and the Company could incur significant costs to comply with these requirements or be subject
to sanctions or held liable for environmental damages.
The Company's operations subject the Company to various and increasingly stringent federal, state, and local
environmental, health and safety requirements, including those governing air emissions, wastewater discharges, the management,
storage and disposal of materials in connection with the Company’s facilities and the Company’s handling of hazardous materials
and wastes, such as gasoline and diesel fuel used by the Company's trucking fleet and operations. Failure to comply with these
requirements could have significant consequences, including penalties, claims for personal injury and property and natural resource
damages, and negative publicity. The Company's operations require the control of air emissions and odor and the treatment and
discharge of wastewater to municipal sewer systems and the environment. The Company operates boilers at many of the Company's
facilities and stores wastewater in lagoons or discharges it to publicly owned wastewater treatment systems, surface waters or
through land application. The Company operates and maintains a vehicle fleet to transport products to and from customer
locations. The Company has incurred significant capital and operating expenditures to comply with environmental requirements,
including for the upgrade of wastewater treatment facilities, and will continue to incur such costs in the future. The Company
could be responsible for the remediation of environmental contamination and may be subject to associated liabilities and claims
for personal injury and property and natural resource damages. The Company owns or operates numerous properties, has been
in business for many years and has acquired and disposed of properties and businesses. During that time, the Company or other
owners or operators may have generated or disposed of wastes that are or may be considered hazardous or may have polluted the
soil, surface water or groundwater at or around the Company's facilities. Under some environmental laws, such as the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980, also known as CERCLA or Superfund, and
similar state statutes, responsibility for the cost of cleanup of a contaminated site can be imposed upon any current or former site
owners and operators, or upon any party that sent waste to the site, regardless of the lawfulness of the activities that led to the
contamination. There can be no assurance that the Company will not face extensive costs or penalties that would have a material
adverse effect on the Company's financial condition and results of operations. For example, the Company has been named as a
third-party defendant in a lawsuit pending in the Tierra/Maxus Litigation (as defined herein) and has received notice from the EPA
with respect to alleged contamination in the Lower Passaic River area. Future developments, such as more aggressive enforcement
policies, new laws or discoveries of unknown conditions, may also require expenditures that may have a material adverse effect
on the Company’s business and financial condition.
In addition, increasing efforts to control emissions of greenhouse gases, or GHG, are likely to impact the Company's
operations. The EPA’s recent rule establishing mandatory GHG reporting for certain activities may apply to some of the Company's
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facilities if the Company exceeds the applicable thresholds. The EPA has also announced a finding relating to GHG emissions
that may result in promulgation of GHG air quality standards. Legislation to regulate GHG emissions has been proposed in the
U.S. Congress and a growing number of states are taking action to require reductions in GHG emissions. Future GHG emissions
limits may require the Company to incur additional capital and operational expenditures. EPA regulations limiting exhaust
emissions also became more restrictive in 2010, and on October 25, 2010, the National Highway Traffic Safety Administration
and the EPA proposed new regulations that would govern fuel efficiency and GHG emissions beginning in 2014. Compliance
with such regulations could increase the cost of new fleet vehicles and increase the Company's operating expenses. Compliance
with future GHG regulations may require expenditures that could affect the Company’s results of operations.
The Company's success is dependent on its key personnel.
The Company's success depends to a significant extent upon a number of key employees, including members of senior
management. The loss of the services of one or more of these key employees could have a material adverse effect on the Company's
results of operations and prospects. The Company believes that its future success will depend in part on its ability to attract,
motivate and retain skilled technical, managerial, marketing and sales personnel. Competition for these types of skilled personnel
is intense and there can be no assurance that the Company will be successful in attracting, motivating and retaining key personnel.
The failure to hire and retain these personnel could materially adversely affect the Company's business and results of operations.
In certain markets the Company is highly dependent upon a single operating facility and various events beyond the
Company's control can cause interruption in the operation of the Company's facilities, which could adversely affect its
business in those markets.
The Company's facilities are subject to various federal, state and local environmental and other permitting requirements,
depending on their locations. Periodically, these permits may be reviewed and subject to amendment or withdrawal. Applications
for an extension or renewal of various permits may be subject to challenge by community and environmental groups and others. In
the event of a casualty, condemnation, work stoppage, permitting withdrawal or delay or other unscheduled shutdown involving
one of the Company's facilities, in a majority of the Company's markets it would utilize a nearby operating facility to continue to
serve its customers. In certain markets, however, the Company does not have alternate operating facilities. In the event of a
casualty, condemnation, work stoppage, permitting withdrawal or delay or other unscheduled shutdown in these markets, the
Company may experience an interruption in its ability to service its customers and to procure raw materials. This may materially
and adversely affect the Company's business and results of operations in those markets. In addition, after an operating facility
affected by a casualty, condemnation, work stoppage, permitting withdrawal or delay or other unscheduled shutdown is restored,
there could be no assurance that customers who in the interim choose to use alternative disposal services would return to use the
Company's services.
The Company's management is required to continue to devote a significant amount of time and effort in integrating
Darling's business and Griffin’s business.
The acquisition of Griffin is the largest and most significant acquisition Darling has undertaken. Although significant
progress has been made in the integration of the two businesses, the Company's management will continue to be required to devote
a significant amount of time and attention to the process of integrating the operations of Darling's business and the business of
Griffin, which may decrease the time it will have to develop new services or strategies.
The Company may not realize all of the growth opportunities and cost synergies that the Company anticipated from the
Merger.
The benefits that the Company expects to achieve as a result of the Merger will depend, in part, on the Company's ability
to realize the remaining anticipated growth opportunities and cost synergies. The Company's success in realizing these growth
opportunities and cost synergies, and the timing of this realization, depends on the continued integration of Darling's and Griffin's
businesses and operations and the adoption of the Company's respective best practices. Even if the Company is able to fully
integrate Darling's and Griffin's businesses and operations successfully, this integration may not result in the realization of the full
benefits of the growth opportunities and cost synergies that the Company currently expects from this integration within the
anticipated time frame or at all. For example, the combined company may be unable to completely eliminate duplicative
costs. Moreover, the combined company may incur substantial expenses in connection with the continued integration of Darling's
and Griffin's businesses and operations. While the Company anticipates that certain additional expenses will be incurred, such
expenses are difficult to estimate accurately and may exceed current estimates. Accordingly, the benefits from the Merger may
be offset by unanticipated costs incurred or unanticipated delays in integrating the companies.
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The Company's level of indebtedness as a result of the Merger could adversely affect the Company's ability to operate its
business, react to changes in the economy or its industry and make payments on its indebtedness.
As of December 31, 2011, the Company had total indebtedness of approximately $280.0 million, consisting of $250.0
million of 8.5% Senior Notes due 2018 (the "Senior Unsecured Notes") and $30.0 million of revolving and term loan borrowings
and undrawn commitments available for additional borrowings under the Company's senior secured credit facilities (the "Senior
Secured Credit Facilities"), entered into on December 17, 2010. The Company's level of indebtedness could have important
consequences, including the following:
•
•
•
•
•
a portion of the Company's cash flows from operations will be dedicated to the payment of principal and interest on the
Company's indebtedness and will not be available for other purposes, including investment in the Company's operations,
future business opportunities or strategic acquisitions, capital expenditures and other general corporate purposes;
it may limit the Company's flexibility in planning for, or reacting to, changes in its business and the industry in which it
operates;
the Company may be more highly leveraged than some of its competitors, which may place the Company at a competitive
disadvantage;
it could make the Company more vulnerable to downturns in general economic or industry conditions or in the Company's
business; and
it may limit, along with the financial and other restrictive covenants in the agreements governing the Company's
indebtedness, the Company's ability in the future to obtain financing, the Company's ability to refinance any of its
indebtedness, or the Company's ability to dispose of assets or borrow money for its working capital requirements, capital
expenditures, acquisitions, debt service requirements and general corporate or other purposes on commercially reasonable
terms or at all.
Despite the Company's existing indebtedness, the Company may still incur more debt, which could exacerbate the risks
described above.
The Company may be able to incur substantial additional indebtedness in the future. Although the agreements governing
the Company's indebtedness, including, without limitation, the agreements governing the Company's Senior Secured Credit
Facilities, will limit the Company's ability to incur certain additional indebtedness, these restrictions are subject to a number of
qualifications and exceptions, and the additional indebtedness that could be incurred in compliance with these restrictions could
be substantial. To the extent that the Company incurs additional indebtedness, the risks associated with the Company's leverage
described above, including the Company's possible inability to service its debt, would increase.
If the Company experiences difficulties or a significant disruption in the Company's information systems or if the Company
fails to implement new systems and software successfully, the Company's business could be materially adversely affected.
The Company depends on information systems throughout the Company's business to collect and process data that is
critical to the Company's operations and accurate SEC reporting. Among other things, these information systems process incoming
customer orders and outgoing supplier orders, manage inventory, collect raw materials and distribute products, process and bill
shipments to and collect cash from the Company's customers, respond to customer and supplier inquiries, contribute to the
Company's overall internal control processes, maintain records of the Company's property, plant and equipment, and record and
pay amounts due vendors and other creditors.
If the Company were to experience a disruption in its information systems that involve interactions with suppliers and
customers, it could result in a loss of raw material supplies, sales and customers and/or increased costs, which could have a material
adverse effect on the Company's business, financial condition and results of operations. In addition, any such disruption could
adversely affect the Company's ability to meet its financial reporting obligations. The Company may also encounter difficulties
in developing new systems or maintaining and upgrading existing systems. Such difficulties may lead to significant expenses or
losses due to disruption in business operations, loss of sales or profits, or cause the Company to incur significant costs to reimburse
third parties for damages, and, as a result, may have a material adverse effect on the Company's results of operations.
In order to enhance its technology, customer service, and business processes, the Company recently began a multi-year
project to replace its existing work management, financial, and supply chain software applications with a new suite of systems
including a company-wide enterprise resource planning ("ERP") system. The implementation process involves a number of risks
Page 19
that may adversely hinder the Company's business operations and/or affect its financial condition and results of operations, if not
implemented successfully. The new ERP system will replace multiple legacy systems, and successful implementation is expected
to enhance and provide additional benefits to a variety of important business functions, including customer care and billing,
procurement and accounts payable, operational plant logistics, management reporting, and external financial reporting. The ERP
implementation is a complex and time-consuming project that involves substantial expenditures for implementation consultants,
system hardware, software, and implementation activities, as well as the transformation of business and financial processes.
As with any large software project, there are many factors that may materially affect the schedule, cost, and execution/
implementation of this project. Those factors include, among others: problems during the design, implementation, and testing
phases; system delays and/or malfunctions; the risk that suppliers and contractors will not perform as required under their contracts;
the diversion of management's attention from daily operations to the project; re-works due to changes in business processes or
financial reporting standards; and other events beyond the Company's control. These types of issues could disrupt the Company's
business operations and/or its ability to timely and accurately process and report key components of its financial results and and/
or complete important business processes such as the evaluation of its internal controls and attestation activities pursuant to Section
404 of the Sarbanes-Oxley Act of 2002. Accordingly, material deviations from the project plan or unsuccessful execution of the
plan may adversely affect the Company's financial position and results of operations.
The Company could incur a material weakness in the Company's internal control over financial reporting that would
require remediation.
The Company's disclosure controls and procedures were deemed to be effective in fiscal 2011. However, any future
failures to maintain the effectiveness of the Company's disclosure controls and procedures, including the Company's internal
control over financial reporting, could subject the Company to a loss of public confidence in its internal control over financial
reporting and in the integrity of its public filings and financial statements and could harm the Company’s operating results or cause
the Company to fail to meet its regulatory reporting obligations in a timely manner. The ongoing integration of the operations of
Griffin following the Merger could create additional risks to the Company's disclosure controls, including the Company’s internal
controls over financial reporting.
An impairment in the carrying value of the Company's goodwill or other intangible assets may have a material adverse
effect on the Company's results of operations.
As of December 31, 2011, the Company has approximately $381.4 million of goodwill. The Company is required to
annually test goodwill to determine if impairment has occurred. Additionally, impairment of goodwill must be tested whenever
events or changes in circumstances indicate that impairment may have occurred. If the testing performed indicates that impairment
has occurred, the Company is required to record a non-cash impairment charge for the difference between the carrying value of
the goodwill and the implied fair value of the goodwill in the period the determination is made. The testing of goodwill for
impairment requires the Company to make significant estimates about its future performance and cash flows, as well as other
assumptions. These estimates can be affected by numerous factors, including changes in economic, industry or market conditions,
changes in business operations or changes in competition. Changes in these factors, or changes in actual performance compared
with estimates of the Company's future performance, may affect the fair value of goodwill, which may result in an impairment
charge. For example, a deterioration in demand for, or increases in costs for producing a supplier's principal products could lead
to a reduction in the supplier's output of raw materials, thus impacting the fair value of a plant processing that raw material. The
Company cannot accurately predict the amount and timing of any impairment of assets. Should the value of goodwill become
impaired, there may be a materially adverse effect on the Company's results of operations.
The Company may be subject to work stoppages at its operating facilities which could cause interruptions in the
manufacturing of the Company's products.
While the Company has no national or multi-plant union contracts, approximately 25% of the Company's employees are
covered by multiple collective bargaining agreements. Labor organizing activities could result in additional employees becoming
unionized and higher ongoing labor costs. Darling's collective bargaining agreements expire at varying times over the next five
years. There can be no assurance that the Company will be able to negotiate the terms of any expiring or expired agreement in a
manner acceptable to the Company. If the Company's unionized workers were to engage in a strike, work stoppage or other
slowdown in the future, the Company could experience a significant disruption of its operations, which could have a material
adverse effect on the Company's business, results of operations and financial condition.
Page 20
Litigation may materially adversely affect the Company's businesses, financial condition and results of operations.
The Company is a party to several lawsuits, claims and loss contingencies arising in the ordinary course of our business,
including assertions by certain regulatory and governmental agencies related to permitting requirements and air, wastewater and
storm water discharges from the Company's processing facilities. The outcome of litigation, particularly class action lawsuits and
regulatory actions, is difficult to assess or quantify. Plaintiffs in these types of lawsuits may seek recovery of very large or
indeterminate amounts, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial
periods of time. The cost to defend future litigation may be significant and any future litigation may divert the attention of
management away from the Company's strategic objectives. There may also be adverse publicity associated with litigation that
may decrease customer confidence in the Company’s business, regardless of whether the allegations are valid or whether we are
ultimately found liable. As a result, litigation may have a material adverse effect on the Company's business, financial condition
and results of operations.
Certain multi-employer defined benefit pension plans to which the Company contributes are under-funded.
The Company participates in various multi-employer pension plans which provide defined benefits to certain employees
covered by labor contracts. 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. Based upon the most
currently available information, certain of these multi-employer plans are under-funded due partially to a decline in the value of
the assets supporting these plans, a reduction in the number of actively participating members for whom employer contributions
are required and the level of benefits provided by the plans. In addition, the Pension Protection Act, which was enacted in August
2006 and went into effect in January 2008, requires under-funded pension plans to improve their funding ratios within prescribed
intervals based on the level of their under-funding. As a result, the Company's required contributions to these plans may increase
in the future. Furthermore, under current law, a termination of, the Company’s voluntary withdrawal from or a mass withdrawal
of all contributing employers from any underfunded multi-employer defined benefit plan to which the Company contributes would
require the Company to make payments to the plan for the Company’s proportionate share of such multi-employer plan’s unfunded
vested liabilities. Also, if a multi-employer defined benefit plan fails to satisfy certain minimum funding requirements, the Internal
Revenue Service ("IRS") may impose a nondeductible excise tax of 5% on the amount of the accumulated funding deficiency for
those employers not contributing their allocable share of the minimum funding to the plan. For more information on the
mutliemployer pension plans in which the Company participates see Note 14 to the Consolidated Financial Statements.
Requirements to pay increased contributions, withdrawal liability and excise taxes could negatively impact the Company’s liquidity
and results of operations.
If the number or severity of claims for which the Company is self-insured increases, if the Company is required to accrue
or pay additional amounts because the claims prove to be more severe than the Company's recorded liabilities, if the
Company's insurance premiums increase, or if the Company is unable to obtain insurance at acceptable rates or at all, the
Company's financial condition and results of operations may be materially adversely affected.
The Company's workers compensation, auto and general liability policies contain significant deductibles or self-insured
retentions. The Company develops bi-yearly and records quarterly an estimate of the Company's projected insurance-related
liabilities. The Company estimates the liabilities associated with the risks retained by the Company, in part, by considering
historical claims experience, demographic and severity factors and other actuarial assumptions. Any actuarial projection of losses
is subject to a degree of variability. If the number or severity of claims for which the Company is self-insured increases, or the
Company is required to accrue or pay additional amounts because the claims prove to be more severe than the Company’s original
assessments, the Company's financial condition and results of operations may be materially adversely affected. In addition, in the
future the Company's insurance premiums may increase and the Company may not be able to obtain similar levels of insurance
on reasonable terms or at all. Any such inadequacy of, or inability to obtain, insurance coverage could have a material adverse
effect on the Company's business, financial condition and results of operations.
The Company may not successfully identify and complete acquisitions on favorable terms or achieve anticipated synergies
relating to any acquisitions, and such acquisitions could result in unforeseen operating difficulties and expenditures and
require significant management resources.
The Company regularly reviews potential acquisitions of complementary businesses, services or products. However, the
Company may be unable to identify suitable acquisition candidates in the future. Even if the Company identifies appropriate
acquisition candidates, the Company may be unable to complete such acquisitions on favorable terms, if at all. In addition, the
process of integrating an acquired business, service or product into the Company's existing business and operations may result in
unforeseen operating difficulties and expenditures. Integration of an acquired company also may require significant management
resources that otherwise would be available for ongoing development of the Company's business. Moreover, the Company may
Page 21
not realize the anticipated benefits of any acquisition or strategic alliance and such transactions may not generate anticipated
financial results. Future acquisitions could also require the Company to incur debt, assume contingent liabilities or amortize
expenses related to intangible assets, any of which could harm the Company's business.
Terrorist attacks or acts of war may cause damage or disruption to the Company and the Company's employees, facilities,
information systems, security systems, suppliers and customers, which could significantly impact the Company's net sales,
costs and expenses and financial condition.
Terrorist attacks, such as those that occurred on September 11, 2001, have contributed to economic instability in the
United States, and further acts of terrorism, bioterrorism, violence or war could affect the markets in which the Company operates,
the Company's business operations, the Company's expectations and other forward-looking statements contained in this report. The
threat of terrorist attacks in the United States since September 11, 2001 continues to create many economic and political
uncertainties. The potential for future terrorist attacks, the U.S. and international responses to terrorist attacks and other acts of
war or hostility, including the ongoing war in Afghanistan and other conflicts in the Middle East, may cause greater uncertainty
and cause the Company's business to suffer in ways that cannot currently be predicted. Events such as those referred to above
could cause or contribute to a general decline in investment valuations. In addition, terrorist attacks, particularly acts of bioterrorism,
that directly impact the Company's facilities or those of the Company's suppliers or customers could have an impact on the
Company's sales, supply chain, production capability and costs and the Company's ability to deliver its finished products.
The Company's products may infringe the intellectual property rights of others, which may cause the Company to incur
unexpected costs or prevent the Company from selling its products.
The Company maintains valuable trademarks, service marks, copyrights, trade names, trade secrets, proprietary
technologies and similar intellectual property, and considers the Company's intellectual property to be of material value. The
Company has in the past and may in the future be subject to legal proceedings and claims in the ordinary course of its business,
including claims of alleged infringement of patents, trademarks and other intellectual property rights of third parties by the Company
or its customers. Any such claims, whether or not meritorious, could result in costly litigation and divert the efforts of the Company's
management. M oreover, should the Company be found liable for infringement, the Company may be required to enter into licensing
agreements (if available on acceptable terms or at all) or to pay damages and cease making or selling certain products. Any of
the foregoing could cause the Company to incur significant costs and prevent the Company from manufacturing or selling its
products.
The recently enacted legislation on healthcare reform and proposed amendments thereto could impact the healthcare
benefits required to be provided by the Company and cause the Company's compensation costs to increase, potentially
reducing the Company's net income and adversely affecting its cash flows.
The recently enacted healthcare legislation and proposed amendments thereto contain provisions that could materially
impact the Company's future healthcare costs. While the legislation's ultimate impact is not yet known, it is possible that these
changes could significantly increase the Company's compensation costs, which would reduce the Company's net income and
adversely affect its cash flows.
The market value of the Company's common stock has been and may continue to be volatile.
The market price of the Company's common stock has been subject to volatility and, in the future, the market price of
the Company's common stock could fluctuate widely in response to numerous factors, many of which are beyond the Company's
control. Numerous factors, including many over which the Company has no control, may have a significant impact on the market
price of the Company’s common stock. In addition to the risk factors discussed in this report, the price and volume volatility of
the Company’s common stock may be affected by:
•
•
•
•
•
actual or anticipated fluctuations in commodities prices;
actual or anticipated variations in the Company's results;
the Company's earnings releases and financial performance;
changes in financial estimates or buy/sell recommendations by securities analysts;
the ongoing integration of Griffin's business and the Company's ability to realize growth opportunities as a result therefrom;
Page 22
•
•
•
•
the Company's access to financial and capital markets to refinance its debt or its ability to repay indebtedness under the
Company's Senior Secured Credit Facilities and its Senior Unsecured Notes;
the effect of future sales of substantial amounts of the Company's common stock;
performance of the Company's joint venture investments;
the Company’s dividend policy;
• market conditions in the industry and the general state of the securities markets;
•
•
•
•
investor perceptions of the Company and the industry and markets in which it operates;
domestic and foreign governmental legislation or regulation;
currency and exchange rate fluctuations; and
domestic and global general economic and market conditions, such as recessions or significant inflation.
Future sales of the Company's common stock or the issuance of other equity may adversely affect the market price of the
Company's common stock.
The Company is not restricted from issuing additional common stock, including securities that are convertible into or
exchangeable for, or that represent the right to receive, common stock, or common stock issued as restricted shares or through the
exercise of options granted under a Company equity incentive plan. The issuance of additional shares of the Company's common
stock or convertible securities, including the Company's outstanding options, or otherwise, will dilute the ownership interest of
the Company's common stockholders.
Sales of a substantial number of shares of the Company's common stock or other equity-related securities in the public
market could depress the market price of the Company's common stock and impair the Company's ability to raise capital through
the sale of additional equity securities. The Company cannot predict the effect that future sales of the Company's common stock
or other equity-related securities would have on the market price of the Company's common stock.
The Company's common stock is an equity security and is subordinate to the Company's existing and future indebtedness.
The Company's common stock is an equity interest and does not constitute indebtedness. As such, shares of common
stock rank junior to all of the Company's indebtedness and to other non-equity claims on the Company and the Company’s assets
available to satisfy claims on the Company, including claims in a bankruptcy, liquidation or similar proceeding. The Company’s
existing indebtedness restricts, and future indebtedness may restrict, payment of dividends on its common stock.
Unlike indebtedness, where principal and interest customarily are payable on specified due dates, in the case of common
stock, (i) dividends are payable only when and if declared by the Company's board of directors or a duly authorized committee
of the board and (ii) as a corporation, the Company is restricted to only making dividend payments and redemption payments out
of legally available assets. Further, the common stock places no restrictions on the Company's business or operations or on the
Company’s ability to incur indebtedness or engage in any transactions, subject only to the voting rights available to stockholders
generally.
In addition, any of the Company's rights (including the rights of the holders of the Company's common stock) to participate
in the assets of any of the Company's subsidiaries upon any liquidation or reorganization of any subsidiary will be subject to the
prior claims of that subsidiary's creditors (except to the extent the Company may itself be a creditor of that subsidiary), including
that subsidiary’s trade creditors and the Company's creditors who have obtained or may obtain guarantees from the subsidiaries. As
a result, the Company's common stock is subordinated to the Company and the Company's subsidiaries' obligations and liabilities,
which currently include borrowings under the Company's Senior Secured Credit Facilities and the Company's Senior Unsecured
Notes.
The Company's ability to pay any dividends on its common stock may be limited.
The Company has not paid any dividends on its common stock since January 3, 1989. The Company's current financing
arrangements permit the Company to pay cash dividends on the Company’s common stock within limitations defined by the terms
of the Company's existing indebtedness, including the Company's Senior Secured Credit Facilities, Senior Unsecured Notes and
Page 23
any indentures or other financing arrangements that the Company enters into in the future. For example, the agreements governing
the Company's Senior Secured Credit Facilities restrict the Company's ability to make payments of dividends in cash if certain
coverage ratios are not met. Even if such coverage ratios are met in the future, any determination to pay cash dividends on the
Company's common stock will be at the discretion of the Company’s board of directors and will be based upon the Company's
financial condition, operating results, capital requirements, plans for expansion, business opportunities, restrictions imposed by
any of the Company's financing arrangements, provisions of applicable law and any other factors that the Company's board of
directors determines are relevant at that point in time.
The issuance of shares of preferred stock could adversely affect holders of common stock, which may negatively impact
an investment in the Company’s common stock.
The Company's board of directors is authorized to cause the Company to issue classes or series of preferred stock without
any action on the part of the Company's stockholders. The board of directors also has the power, without stockholder approval,
to set the terms of any such classes or series of preferred shares that may be issued, including the designation, preferences, limitations
and relative rights over the common stock with respect to dividends or upon the liquidation, dissolution or winding up of the
Company's business and other terms. If the Company issues preferred shares in the future that have a preference over the common
stock with respect to the payment of dividends or upon liquidation, dissolution or winding up, or if the Company issues preferred
shares with voting rights that dilute the voting power of the common stock, the rights of holders of the Company's common stock
or the market price of the common stock could be adversely affected. As of the date of this filing, the Company has no outstanding
shares of preferred stock but the Company has available for issuance 1,000,000 authorized but unissued shares of preferred stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The Company's corporate headquarters is located at 251 O’Connor Ridge Boulevard, Suite 300, Irving, Texas, 75038, in
an office facility where the Company leases approximately 34,000 square feet. The Company also maintains regional offices in
Cold Spring, Kentucky and Des Moines, Iowa.
As of December 31, 2011, the Company operates over 120 processing and transfer facilities including the processing
locations listed below. All of the processing facilities are owned except for ten leased facilities and the Company owns or leases
60 transfer stations in the U.S., some of which also process yellow grease and trap. These transfer stations serve as collection
points for routing raw material to the processing facilities set forth below. Some locations service a single business segment while
others service more than one business segment. The following is a listing of the Company’s operating facilities by business
segment:
LOCATION
Rendering Business Segment
Bastrop, TX
Bellevue, NE
Berlin, WI
Blue Earth, MN
Blue Island (Chicago), IL
Boise, ID
Butler, KY
Butler, KY
Calhoun, GA
Cincinnati, OH
Cleveland, OH
Clinton, IA
Coldwater, MI
Collinsville, OK
Columbus, IN
Dallas, TX
Denver, CO
DESCRIPTION
Rendering/Yellow Grease
Rendering/Yellow Grease
Rendering/Yellow Grease
Rendering/Yellow Grease
Yellow Grease/Trap
Rendering/Yellow Grease
Rendering/Yellow Grease/Trap
Biodiesel
Yellow Grease
Hides
Yellow Grease/Trap
Rendering/Yellow Grease
Rendering/Yellow Grease
Rendering/Yellow Grease
Rendering/Yellow Grease/Trap
Rendering/Yellow Grease
Rendering/Yellow Grease
Page 24
Denver, CO
Des Moines, IA
East Dublin, GA
E. St. Louis, IL
Ellenwood, GA
Fairfax, MO
Fresno, CA
Grand Island, NE (1)
Henderson, KY
Holden, LA
Houston, TX
Indianapolis, IN
Jackson, MS
Kansas City, KS
Kansas City, KS
Kansas City, MO
Lexington, NE
Little Rock, AR
Los Angeles, CA
Lynn Center, IL
Mason City, IL
Newark, NJ
Newberry, IN
No. Las Vegas, NV
Omaha, NE
Quincy, FL
Russellville, KY
San Diego, CA (1)
San Francisco, CA (1)
Santa Ana, CA (1)
Sioux City, IA
Smyrna, GA
Starke, FL
Tacoma, WA (1)
Tampa, FL
Turlock, CA
Union City, TN
Wahoo, NE
Wichita, KS
Bakery Feed Segment
Albertville, AL (1)
Butler, KY (1)
Doswell, VA
Henderson, KY (1)
Honey Brook, PA
Marshville, NC
Memphis, TN (1)
North Baltimore, OH
Watts, OK (1)
Edible Meat and Tallow
Rendering/Yellow Grease
Rendering/Yellow Grease/Trap
Rendering/Yellow Grease/Trap
Rendering/Yellow Grease
Protein Blending
Rendering/Yellow Grease
Pet Food
Fertilizer Blending
Yellow Grease/Trap
Rendering/Yellow Grease/Trap
Yellow Grease/Trap
Rendering/Yellow Grease/Trap
Rendering/Yellow Grease/Trap
Protein Blending
Hides
Rendering/Protein Blending
Yellow Grease/Trap
Rendering/Yellow Grease/Trap
Protein Blending
Rendering/Yellow Grease
Rendering/Yellow Grease/Trap
Rendering/Yellow Grease
Yellow Grease/Trap
Protein Blending
Hides
Rendering/Yellow Grease/Trap
Trap
Rendering/Yellow Grease/Trap
Trap
Rendering/Yellow Grease
Trap
Rendering/Yellow Grease/Trap
Rendering/Yellow Grease/Trap
Rendering/Yellow Grease/Trap
Rendering/Yellow Grease
Rendering/Yellow Grease
Rendering/Yellow Grease
Rendering/Yellow Grease/Trap
Bakery Feed
Bakery Feed
Bakery Feed/Yellow Grease
Bakery Feed
Bakery Feed
Bakery Feed/Yellow Grease
Bakery Feed
Bakery Feed
Bakery Feed/Yellow Grease
(1) Property is leased. Rent expense for these leased properties was $1.2 million in the aggregate in fiscal 2011.
Substantially all assets of the Company, including real property, are either pledged or mortgaged as collateral for
borrowings under the Company's Senior Secured Credit Facilities.
Page 25
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to several lawsuits, claims and loss contingencies arising in the ordinary course of its business,
including assertions by certain regulatory and governmental agencies related to permitting requirements and air, wastewater and
storm water discharges from the Company's processing facilities.
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 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 and
litigation matters. At December 31, 2011 and January 1, 2011, the reserves for insurance, environmental and litigation
contingencies reflected on the balance sheet in accrued expenses and other non-current liabilities were approximately $38.0 million
and $35.8 million, respectively. The Company has insurance recovery receivables of approximately $9.6 million and $7.7 million,
respectively, related to these liabilities. 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 matters will not exceed current estimates. The Company believes that the likelihood
is remote that any additional liability from these lawsuits and claims that may not be covered by insurance would have a material
effect on the financial statements.
Lower Passaic River Area. The Company has been named as a third party defendant in a lawsuit pending in the Superior
Court of New Jersey, Essex County, styled New Jersey Department of Environmental Protection, The Commissioner of the New
Jersey Department of Environmental Protection Agency and the Administrator of the New Jersey Spill Compensation Fund, as
Plaintiffs, vs. Occidental Chemical Corporation, Tierra Solutions, Inc., Maxus Energy Corporation, Repsol YPF, S.A., YPF, S.A.,
YPF Holdings, Inc., and CLH Holdings, as Defendants (Docket No. L-009868-05) (the "Tierra/Maxus Litigation"). In the Tierra/
Maxus Litigation, which was filed on December 13, 2005, the plaintiffs seek to recover from the defendants past and future cleanup
and removal costs, as well as unspecified economic damages, punitive damages, penalties and a variety of other forms of relief,
purportedly arising from the alleged discharges into the Passaic River of a particular type of dioxin and other unspecified hazardous
substances. The damages being sought by the plaintiffs from the defendants are likely to be substantial. On February 4, 2009,
two of the defendants, Tierra Solutions, Inc. ("Tierra") and Maxus Energy Corporation ("Maxus"), filed a third party complaint
against over 300 entities, including the Company, seeking to recover all or a proportionate share of cleanup and removal costs,
damages or other loss or harm, if any, for which Tierra or Maxus may be held liable in the Tierra/Maxus Litigation. Tierra and
Maxus allege that Standard Tallow Company, an entity that the Company acquired in 1996, contributed to the discharge of the
hazardous substances that are the subject of this case while operating a former plant site located in Newark, New Jersey. The
Company is investigating these allegations, has entered into a joint defense agreement with many of the other third-party defendants
and intends to defend itself vigorously. The court has issued a trial plan that contemplates a liability trial for third-party defendants
(including the Company) in April 2013, with additional proceedings if necessary to allocate costs between third-party defendants
in January 2014. Additionally, in December 2009, the Company, along with numerous other entities, received notice from the
United States Environmental Protection Agency (EPA) that the Company (as successor-in-interest to Standard Tallow Company)
is considered a potentially responsible party with respect to alleged contamination in the lower Passaic River area which is part
of the Diamond Alkali Superfund Site located in Newark, New Jersey. In the letter, EPA requested that the Company join a group
of other parties in funding a remedial investigation and feasibility study at the site. As of the date of this report, the Company has
not agreed to participate in the funding group. The Company's ultimate liability for investigatory costs, remedial costs and/or
natural resource damages in connection with the lower Passaic River area cannot be determined at this time; however, as of the
date of this report, there is nothing that leads the Company to believe that these matters will have a material effect on the Company's
financial position or results of operation.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
Page 26
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
The Company’s common stock is traded on the New York Stock Exchange ("NYSE") under the symbol "DAR". The
following table sets forth, for the quarters indicated, the high and low closing sales prices per share for the Company's common
stock as reported on the NYSE.
Fiscal Quarter
2011:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
2010:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Market Price
High
Low
$
$
$
$
$
$
$
$
15.89
19.15
18.51
14.75
9.13
9.69
8.59
13.59
$
$
$
$
$
$
$
$
12.09
14.76
12.59
11.69
7.48
7.25
7.02
8.31
On February 22, 2012, the closing sales price of the Company's common stock on the NYSE was $15.95. The Company
has been notified by its stock transfer agent that as of February 22, 2012, there were 128 holders of record of the common stock.
The Company has not paid any dividends on its common stock since January 3, 1989 and does not expect to pay cash
dividends in 2012. The agreements underlying the Company's Senior Secured Credit Facilities and Senior Unsecured Notes
permit the Company to pay cash dividends on its common stock within limitations defined in such agreements. Any future
determination to pay cash dividends on the Company’s common stock will be at the discretion of the Company’s board of directors
and will be based upon the Company’s financial condition, operating results, capital requirements, plans for expansion, restrictions
imposed by any financing arrangements, and any other factors that the board of directors determines are relevant.
Set forth below is a line graph comparing the change in the cumulative total stockholder return on the Company's common
stock with the cumulative total return of the Russell 2000 Index, the Dow Jones US Waste and Disposal Service Index, and the
CS-Agribusiness Index for the period from December 30, 2006 to December 31, 2011, assuming the investment of $100 on
December 30, 2006 and the reinvestment of dividends.
The stock price performance shown on the following graph only reflects the change in the Company's stock price relative
to the noted indices and is not necessarily indicative of future price performance.
Page 27
EQUITY COMPENSATION PLANS
The following table sets forth certain information as of December 31, 2011 with respect to the Company's equity
compensation plans (including individual compensation arrangements) under which the Company's equity securities are authorized
for issuance, aggregated by i) all compensation plans previously approved by the Company's security holders, and ii) all
compensation plans not previously approved by the Company's security holders. The table includes:
•
•
•
the number of securities to be issued upon the exercise of outstanding options and granted non-vested stock;
the weighted-average exercise price of the outstanding options and granted non-vested stock; and
the number of securities that remain available for future issuance under the plans.
Page 28
(a)
Number of securities
to be issued upon
exercise of
outstanding
options, warrants
and rights
(b)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(c)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column (a))
1,343,134
(1)
$6.48
1,603,522
–
1,343,134
–
$6.48
–
1,603,522
Plan Category
Equity compensation plans
approved by security holders
Equity compensation plans not
approved by security holders
Total
(1) Includes shares underlying options that have been issued and granted non-vested stock pursuant to the Company’s
2004 Omnibus Incentive Plan (the “2004 Plan”) as approved by the Company’s stockholders. See Note 13 of
Notes to Consolidated Financial Statements for information regarding the material features of the 2004 Plan.
Page 29
ITEM 6. SELECTED FINANCIAL DATA
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
The following table presents selected consolidated historical financial data for the periods indicated. The selected
historical consolidated financial data set forth below should be read in conjunction with “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and the Consolidated Financial Statements of the Company for the three years
ended December 31, 2011, January 1, 2011, and January 2, 2010, and the related notes thereto.
Fiscal 2011
Fifty-two
Weeks Ended
December, 31
2011
Fiscal 2008
Fiscal 2009
Fiscal 2010
Fifty-three
Fifty-two
Fifty-two
Weeks Ended
Weeks Ended
Weeks Ended
January 3,
January 2,
January, 1
2009 (h)
2010 (i)
2011 (j)
(dollars in thousands, except per share data)
Fiscal 2007
Fifty-two
Weeks Ended
December 29,
2007
Statement of Operations Data:
Net sales
Cost of sales and operating expenses
Selling, general and administrative expenses (a)
Depreciation and amortization
Acquisition costs
Goodwill impairment (b)
Operating income
Interest expense (c)
Other (income)/expense, net (d), (e)
Equity in net loss of unconsolidated subsidiary
Income from continuing operations before income
taxes
Income tax expense
Net Income
Basic earnings per common share
Diluted earnings per common share
Weighted average shares outstanding
Diluted weighted average shares outstanding
Other Financial Data:
Adjusted EBITDA (f)
Depreciation
Amortization
Capital expenditures (g)
Balance Sheet Data:
Working capital
Total assets
Current portion of long-term debt
Total long-term debt less current portion
Stockholders’ equity
$
$
$
$
$
$
$
$
$
$
$
$
1,797,249
1,267,599
136,135
78,909
—
—
314,606
37,163
3,577
1,572
272,294
102,876
169,418
1.47
1.47
114,924
115,525
393,515
50,891
28,018
60,153
92,423
1,417,030
10
280,020
920,375
$
$
$
$
$
$
724,909
531,648
68,042
31,908
10,798
—
82,513
8,737
3,433
—
70,343
26,100
44,243
0.53
0.53
82,854
83,243
114,421
26,328
5,580
24,720
30,756
1,382,258
3,009
707,030
464,296
$
$
$
$
$
$
597,806
440,111
61,062
25,226
468
—
70,939
3,105
955
—
66,879
25,089
41,790
0.51
0.51
82,142
82,475
96,165
21,398
3,828
23,638
75,100
426,171
5,009
27,539
284,877
$
$
$
$
$
$
807,492
614,708
59,761
24,433
—
15,914
92,676
3,018
(258)
—
89,916
35,354
54,562
0.67
0.66
81,685
82,246
133,023
19,266
5,167
31,006
67,446
394,375
5,000
32,500
236,578
645,313
483,453
57,999
23,214
—
—
80,647
5,045
570
—
75,032
29,499
45,533
0.56
0.56
81,091
81,916
103,861
18,332
4,882
15,552
34,385
351,338
6,250
37,500
200,984
(a) Included in selling, general and administrative expenses is a loss on a legal settlement of approximately $2.2 million
offset by a gain on a separate legal settlement of approximately $1.0 million in fiscal 2007.
(b) Includes a goodwill impairment charge of $15.9 million in the fourth quarter of fiscal 2008.
(c) Included in interest expense for fiscal 2010 is approximately $3.1 million for bank financing fees paid as a result of the
acquisition of Griffin and in fiscal 2011 includes the write-off of approximately $4.9 million in deferred loan costs from
the payments on the term loan portion of the Company's Secured Credit Facilities.
(d) Included in other (income)/expense in fiscal 2010 is a write-off of deferred loan costs of approximately $0.9 million for
the early termination of a previous senior credit agreement.
Page 30
(e) Included in other (income)/expense in fiscal 2010 is a write-off of property for fire and casualty losses of approximately
$1.0 million for losses incurred in plant fires at two plant locations.
(f) Adjusted EBITDA is presented here not as an alternative to net income, but rather as a measure of the Company’s operating
performance and is not intended to be a presentation in accordance with U.S. generally accepted accounting principles
("GAAP"). Since EBITDA is not calculated identically by all companies, the presentation in this report may not be
comparable to those disclosed by other companies. Adjusted EBITDA is calculated below and represents, for any relevant
period, net income/(loss) plus depreciation and amortization, goodwill and long-lived asset impairment, interest expense,
(income)/loss from discontinued operations, net of tax, income tax provision, other income/(expense) and equity in net
loss of unconsolidated subsidiary. The Company believes adjusted EBITDA is a useful measure for investors because
it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the
Company's industry. In addition, management believes that adjusted EBITDA is useful in evaluating the Company's
operating performance compared to that of other companies in its industry because the calculation of adjusted EBITDA
generally eliminates the effects of financing, income taxes and certain non-cash and other items that may vary for different
companies for reasons unrelated to overall operating performance. As a result, the Company’s management uses adjusted
EBITDA as a measure to evaluate performance and for other discretionary purposes. However, adjusted EBITDA is not
a recognized measurement under GAAP, should not be considered as an alternative to net income as a measure of
operating results or to cash flow as a measure of liquidity, and is not intended to be a presentation in accordance with
GAAP. Also, since adjusted EBITDA is not calculated identically by all companies, the presentation in this report may
not be comparable to those disclosed by other companies. In addition to the foregoing, management also uses or will use
adjusted EBITDA to measure compliance with certain financial covenants under the Company’s Senior Secured Credit
Facilities and Senior Unsecured Notes. The amounts shown below for adjusted EBITDA differ from the amounts
calculated under similarly titled definitions in the Company’s Senior Secured Credit Facilities and Senior Unsecured
Notes, as those definitions permit further adjustments to reflect certain other non-cash charges.
Reconciliation of Net Income to Adjusted EBITDA
(dollars in thousands)
Net income
Depreciation and amortization
Goodwill impairment
Interest expense
Income tax expense
Other, net
Equity in net loss of
unconsolidated subsidiary
Adjusted EBITDA
December 31,
2011
January 1,
2011
January 2,
2010
January 3,
2009
December 29,
2007
$
$
$
169,418
78,909
—
37,163
102,876
3,577
$
44,243
31,908
—
8,737
26,100
3,433
$
41,790
25,226
—
3,105
25,089
955
$
54,562
24,433
15,914
3,018
35,354
(258)
45,533
23,214
—
5,045
29,499
570
1,572
393,515
$
—
114,421
$
—
96,165
$
—
133,023
$
—
103,861
(g) Excludes the capital assets acquired as part of the Merger of Griffin and from Nebraska By-Products, Inc. of approximately
$243.7 million in fiscal 2010. Excludes the capital assets acquired in fiscal 2008 from API Recycling’s used cooking oil
collection business of $3.4 million. Also excludes the capital assets acquired in fiscal 2009 from Boca Industries, Inc.
and Sanimax USA, Inc. of approximately $8.0 million.
(h) Fiscal 2008 includes 19 weeks of contribution from the API Recycling used cooking oil collection business.
(i) Fiscal 2009 includes 45 weeks of contribution from the acquired assets of Boca Industries, Inc. and does not include any
contribution from assets acquired from Sanimax USA, Inc. as the acquisition occurred on December 31, 2009.
(j) Fiscal 2010 includes 2 weeks of contribution from the Griffin assets and 31 weeks of contribution from the assets of
Nebraska By-Products, Inc.
Page 31
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-
looking statements that involve risks and uncertainties. The Company's actual results could differ materially from those anticipated
in these forward-looking statements as a result of certain factors, including those set forth in Item 1A of this report under the
heading "Risk Factors."
The following discussion should be read in conjunction with the historical consolidated financial statements and notes
thereto included in Item 8. During fiscal 2010, the Company was organized into two operating business segments, Rendering and
Restaurant Services. Effective January 2, 2011, as a result of the acquisition of Griffin (as further described below), the Company's
business operations were reorganized into two new segments, Rendering and Bakery, in order to better align its business with the
underlying markets and customers that the Company serves. All historical periods have been restated for the changes to the
segment reporting structure. Comparative segment revenues and related financial information are discussed herein and are
presented in Note 19 to the Consolidated Financial Statements.
Overview
The Company is a leading provider of rendering, cooking oil and bakery waste recycling and recovery solutions to the
nation's food industry. The Company collects and recycles animal by-products, bakery waste and used cooking oil from poultry
and meat processors, commercial bakeries, grocery stores, butcher shops, and food service establishments and provides grease
trap cleaning services to many of the same establishments. On December 17, 2010, Darling completed its acquisition of Griffin
pursuant to the Merger Agreement, by and among Darling, Griffin and Robert A. Griffin, as the Griffin shareholders'
representative. Griffin survived the Merger as a wholly-owned subsidiary of Darling. The Company operates over 120 processing
and transfer facilities located throughout the United States to process raw materials into finished products such as protein (primarily
meat and bone meal, ("MBM") and poultry meal ("PM")), hides, fats (primarily bleachable fancy tallow, ("BFT"), poultry grease
("PG") and yellow grease ("YG")), and bakery by-product ("BBP") as well as a range of branded and value-added products. The
Company sells these products nationally and internationally, primarily to producers of animal feed, pet food, fertilizer, bio-fuels
and other consumer and industrial ingredients, including oleo-chemicals, soaps and leather goods for use as ingredients in their
products or for further processing. All of the Company's finished products are commodities and are priced relative to competing
commodities, primarily corn, soybean oil and soybean meal. F inished product prices will track as to nutritional and industry value
to the ultimate customer’s use of the product. The Company's fiscal 2011 business and operations include 52 weeks of contribution
from the assets acquired in the Griffin Transaction as compared to 2 weeks of contribution from these assets in fiscal 2010. For
additional information on the Company's business, see Item 1, "Business," and for additional information on the Company's
segments, see Note 19 of Notes to Consolidated Financial Statements.
Fiscal 2011 was a record setting year for the Company. Earnings performance was attributable to strong finished product
markets driven by an improving global economy and continued implementation of global bio-fuel mandates. Additionally, a full
year of integration efforts reflecting the late 2010 acquisition of Griffin supported the Company's performance. During fiscal
2011, the Company watched values for the global feed grains and oilseeds complex escalate throughout the first half of the year,
only to be tempered in the back half of the year by economic conditions in Europe. Overall, the Company's raw material tonnage
grew nicely in the beef segment and the Company benefited from improved beef slaughter volumes driven by a return of profitability
for both the livestock producer and meat processor while poultry tonnage reflected cut backs associated with higher input costs
and challenged industry profitability. The Company's used cooking oil collection and grease trap processing benefited from
improved prices for finished products as the U.S. economy began to rebound and eating out normalized. Energy costs for natural
gas were favorable, but were more than offset by increased diesel fuel costs. Overall operating costs were effectively managed
and reflected the Company's higher volume of inputs.
The bakery business segment made a solid contribution during fiscal 2011. Input volumes grew throughout the year as
general economic conditions improved and commercial bakeries operated longer hours. Cookie Meal® prices improved and
tracked with the rising price of corn, which ultimately drove bakery segment earnings.
Operating income of $314.6 million increased by $232.1 million in fiscal 2011 compared to fiscal 2010. The continuing
challenges faced by the Company and discussed below indicate there can be no assurance that operating results achieved by the
Company in fiscal 2011 are indicative of future operating performance of the Company.
Page 32
Summary of Critical Issues Faced by the Company during Fiscal 2011
• The acquisition of Griffin has contributed a significant amount to the Company's operations during fiscal 2011. The
financial impact of the acquisition of Griffin is summarized below in Results of Operations.
•
Significantly higher finished product prices for fats and proteins in fiscal 2011 as compared to fiscal 2010 are a sign of
increased global demand for BFT and YG for use in bio-fuels, tightening global grain supplies and increased Asian
demand for protein. Finished product prices were favorable to the Company's sales revenue, but this favorable result
was partially offset by the negative impact on raw material cost, due to the Company's formula pricing arrangements
with raw material suppliers, which index raw material cost to the prices of finished product derived from the raw material.
The financial impact of finished goods prices on sales revenue and raw material cost is summarized below in Results of
Operations. Comparative sales price information from the Jacobsen index, an established trading exchange publisher
used by management to monitor performance, is provided below in Summary of Key Indicators.
• Energy prices for natural gas declined during fiscal 2011 as compared to fiscal 2010, but were more than offset by an
increase in diesel prices during fiscal 2011 as compared to fiscal 2010. The financial impact of energy costs is summarized
below in Results of Operations.
Summary of Critical Issues and Known Trends Faced by the Company in Fiscal 2012 and Thereafter
Critical Issues and Challenges
• The acquisition of Griffin is the largest and most significant acquisition Darling has undertaken. Although significant
progress has been made in the integration of the two businesses, the Company's management will continue to be required
to devote a significant amount of time and attention to the process of integrating the operations of Darling's business and
the business of Griffin, which may decrease the time it will have to develop new services or strategies.
•
Finished product prices for MBM, PM (both feed grade and pet food), BFT, PG, YG and BBP commodities have increased
during fiscal 2011 as compared to the same period of fiscal 2010. No assurance can be given that this increase in
commodity prices for various proteins, fats and bakery products will continue in the future, as commodity prices are
volatile by their nature. A future decrease in commodity prices could have a significant impact on the Company’s earnings
for fiscal 2012 and into future periods
• The Company consumes significant volumes of natural gas to operate boilers in its plants, which generate steam to heat
raw material. Natural gas prices represent a significant cost of factory operation included in cost of sales. The Company
also consumes significant volumes of diesel fuel to operate its fleet of tractors and trucks used to collect raw material.
Diesel fuel prices represent a significant component of cost of collection expenses included in cost of sales. Energy prices
for natural gas declined during fiscal 2011 as compared to fiscal 2010, but were more than offset by an increase in diesel
prices during fiscal 2011 as compared to fiscal 2010. Both natural gas and diesel fuel prices can be volatile and there
can be no assurance that these prices will not increase in the near future, thereby representing an ongoing challenge to
the Company’s operating results for future periods. A material increase in energy prices for natural gas and/or diesel fuel
over a sustained period of time could materially adversely affect the Company’s business, financial condition and results
of operations.
Worldwide Government Energy Policies
• As previously noted, prices for the Company’s finished products may be impacted by worldwide government policies
relating to renewable fuels and greenhouse gas emissions, and programs such as RFS2 and tax credits for bio-fuels both
in the U.S. and abroad may positively impact the demand for the Company’s finished products. See the risk factor entitled
"The Company’s business may be affected by energy policies of U.S. and foreign governments," on page 14, for more
information regarding RFS2 and how changes to these worldwide government policies could have a negative impact on
the Company’s business and results of operations.
• The Company’s exports are subject to the imposition of tariffs, quotas, trade barriers and other trade protection measures
imposed by foreign countries regarding the import of the Company’s MBM, BFT and YG. General economic and political
conditions as well as the closing of borders by foreign countries to the import of the Company’s products due to animal
disease or other perceived health or safety issues impact the Company. As a result trade policies of both U.S and foreign
countries could have a negative impact on the Company’s business and results of operations.
Page 33
Other Food Safety and Regulatory Issues
• Effective August 1997, the FDA promulgated the BSE Feed Rule prohibiting the use of mammalian proteins, with some
exceptions, in feeds for cattle, sheep and other ruminant animals. The intent of this rule is to prevent the spread of BSE,
commonly referred to as "mad cow disease." As previously noted, the FDA has amended the BSE Feed Rule, which the
FDA began enforcing on October 26, 2009. Management has followed this amendment throughout its history in order
to assess and minimize the impact of its implementation on the Company.
Even though the export markets for U.S. beef have rebounded and 2011 export volumes may exceed pre-BSE levels,
most export markets remain closed to MBM derived from U.S. beef. Continued concern about BSE in the United States
may result in additional regulatory and market related challenges that may affect the Company's operations or increase
the Company's operating costs.
• With respect to human food, pet food and animal feed safety, the FDAAA was signed into law on September 27, 2007
as a result of Congressional concern for pet and livestock food safety, following the discovery in March 2007 of pet and
livestock food that contained adulterated imported ingredients. As previously noted, the FDAAA establishes the
Reportable Food Registry. The impact of the FDAAA and implementation of the Reportable Food Registry on the
Company, if any, will not be clear until the FDA finalizes its RFR Draft Guidance and the Draft CPG, neither of which
were finalized as of the date of this report. The Company believes that it has adequate procedures in place to assure that
its finished products are safe to use in animal feed and pet food and the Company does not currently anticipate that the
FDAAA will have a significant impact on the Company’s operations or financial performance. Any pathogen, such as
salmonella, that is correctly or incorrectly associated with the Company’s finished products could have a negative impact
on the demands for the Company’s finished products.
In addition, on January 4, 2011 the FSMA was enacted into law. As enacted, the FSMA gave the FDA new authorities,
which became effective immediately. Included among these is mandatory recall authority for adulterated foods that are
likely to cause serious adverse health consequences or death to humans or animals, if the responsible party fails to cease
distribution and recall such adulterated foods voluntarily. As previously noted, the Company has followed the FSMA
throughout its legislative history and implemented hazard prevention controls and other procedures that the Company
believes will be needed to comply with the FSMA. Such rule-making could, among other things, require the Company
to amend certain of the Company’s other operational policies and procedures. While unforeseen issues and requirements
may arise as the FDA promulgates the new regulations provided for by the FSMA, the Company does not anticipate that
the costs of compliance with the FSMA will materially impact the Company’s business or operations.
See the risk factor entitled "The Company's business may be affected by the impact of BSE and other food safety issues,"
beginning on page 15, for more information about BSE, including the Enhanced BSE Rule, and other food safety issues
and their potential effects on the Company, including the potential effects of additional government regulations, finished
product export restrictions by foreign governments, market price fluctuations for finished goods, reduced demand for
beef and beef products by consumers and increases in operating costs resulting from BSE-related concerns.
• The emergence of diseases such as Swine Flu and Bird Flu that are in or associated with animals and have the potential
to also threaten humans has created concern that such diseases could spread and cause a global pandemic. Even though
such a pandemic has not occurred, governments may be pressured to address these concerns and prohibit imports of
animals, meat and animal by-products from countries or regions where the disease is detected. The occurrence of Swine
Flu, Bird Flu or any other disease in the United States that is correctly or incorrectly linked to animals and has a negative
impact on meat or poultry consumption or animal production could have a material negative impact on the volume of
raw materials available to the Company or the demand for the Company's finished products
These challenges indicate there can be no assurance that fiscal 2011 operating results are indicative of future operating
performance of the Company.
Page 34
Results of Operations
Fifty-two Week Fiscal Year Ended December 31, 2011 (“Fiscal 2011”) Compared to Fifty-two Week Fiscal Year Ended January
1, 2011 (“Fiscal 2010”)
Summary of Key Factors Impacting Fiscal 2011 Results:
Principal factors that contributed to a $232.1 million increase in operating income, which are discussed in greater detail
in the following section, were:
•
•
Inclusion of a full 52 weeks of contribution from the acquisition of Griffin, and
Improvements in finished product prices, offset by quality downgrades.
These factors which contributed to increases in operating income were partially offset by:
Increase in raw material costs,
•
• Decreases in yield,
•
•
Increases in payroll and incentive-related benefits, and
Increases in energy costs primarily diesel fuel.
Summary of Key Indicators of Fiscal 2011 Performance:
Principal indicators that management routinely monitors and compares to previous periods as an indicator of problems
or improvements in operating results include:
• Finished product commodity prices,
• Raw material volume,
• Production volume and related yield of finished product,
• Energy prices for natural gas quoted on the NYMEX index and diesel fuel,
• Collection fees and collection operating expense, and
• Factory operating expenses.
These indicators and their importance are discussed below in greater detail.
Finished Product Commodity Prices. Prices for finished product commodities that the Company produces are reported
each business day on the Jacobsen index, an established trading exchange price publisher. The Jacobsen index reports industry
sales from the prior day's activity by product. The Jacobsen index includes reported prices for MBM, PM (both feed grade and
pet food), BFT, PG and YG, which are end products of the Company's Rendering Segment, as well as BBP, which is the end
product of the Company's Bakery Segment. The Company regularly monitors Jacobsen index reports on MBM, PM, BFT, PG,
YG and BBP because they provide a daily indication of the Company's revenue performance against business plan benchmarks.
Although the Jacobsen index provides one useful metric of performance, the Company's finished products are commodities that
compete with other commodities such as corn, soybean oil, palm oil complex, soybean meal and heating oil on nutritional and
functional values and therefore actual pricing for the Company's finished products, as well as competing products, can be quite
volatile. In addition, the Jacobsen index does not provide forward or future period pricing. The Jacobsen prices quoted below
are for delivery of the finished product at a specified location. Although the Company's prices generally move in concert with
reported Jacobsen prices, the Company's actual sales prices for its finished products may vary significantly from the Jacobsen
index because of delivery timing differences and because the Company's finished products are delivered to multiple locations in
different geographic regions which utilize different price indexes. In addition, certain of the Company's premium branded finished
products may also sell at prices that may be higher than the closest related Jacobsen index. During Fiscal 2011, the Company's
actual sales prices by product trended with the disclosed Jacobsen prices. Average Jacobsen prices (at the specified delivery point)
for Fiscal 2011, compared to average Jacobsen prices for Fiscal 2010 follow:
Page 35
Rendering Segment:
MBM (Illinois)
Feed Grade PM (Carolina)
Pet Food PM (Southeast)
BFT (Chicago)
PG (Southeast)
YG (Illinois)
Bakery Segment:
BBP (Chicago)
Avg. Price
Fiscal 2011
Avg. Price
Fiscal 2010
Increase
%
Increase
$354.84/ton
$400.21/ton
$637.30/ton
$ 49.58/cwt
$ 45.94/cwt
$ 43.19/cwt
$297.35/ton
$366.89/ton
$606.55/ton
$ 33.43/cwt
$ 29.01/cwt
$ 26.89/cwt
$ 57.49/ton
$ 33.32/ton
$ 30.75/ton
$ 16.15/cwt
$ 16.93/cwt
$ 16.30/cwt
19.3%
9.1%
5.1%
48.3%
58.4%
60.6%
$236.89/ton
$143.57/ton
$ 93.32/ton
65.0%
The overall increase in average prices of the finished products the Company sells had a favorable impact on revenue that
was partially offset by the negative impact to the Company's raw material cost resulting from formula pricing arrangements, which
compute raw material cost based upon the price of finished product.
During the fourth quarter of Fiscal 2011, the Company experienced a significant decline in all of its average commodity
prices as compared to the third quarter of Fiscal 2011 due to reduced export of feed stock, and a decrease in protein prices, due to
soft protein meal demand domestically as a result of cut-backs by poultry producers. The following table shows the average
Jacobsen index for the fourth quarter of Fiscal 2011 as compared to the average Jacobsen index for the third quarter of Fiscal 2011.
Rendering Segment:
MBM (Illinois)
Feed Grade PM (Carolina)
Pet Food PM (Southeast)
BFT (Chicago)
PG (Southeast)
YG (Illinois)
Bakery Segment:
BBP (Chicago)
Avg. Price
4th Quarter
2011
Avg. Price
3rd Quarter
2011
$309.69/ton
$364.42/ton
$610.57/ton
$ 46.40/cwt
$ 41.98/cwt
$ 38.69/cwt
$353.79/ton
$436.86/ton
$658.59/ton
$ 51.06/cwt
$ 48.18/cwt
$ 45.03/cwt
Decrease
$ (44.10/ton)
$ (72.44/ton)
$ (48.02/ton)
$ (4.66/cwt)
$ (6.20/cwt)
$ (6.34/cwt)
%
Decrease
(12.5)%
(16.6)%
(7.3)%
(9.1)%
(12.9)%
(14.1)%
$239.86/ton
$250.34/ton
$ (10.48/ton)
(4.2)%
Raw Material Volume. Raw material volume represents the quantity (pounds) of raw material collected from Rendering
Segment suppliers, such as butcher shops, grocery stores and independent beef, pork and poultry processors and food service
establishments, or in the case of the Bakery Segment, commercial bakeries. Raw material volumes from the Company's Rendering
Segment suppliers provide an indication of the future production of MBM, PM (feed grade and pet food), BFT, PG and YG finished
products while raw material volumes from the Company's Bakery Segment suppliers provide an indication of the future production
of BBP finished products.
Production Volume and Related Yield of Finished Product. Finished product production volumes are the end result of
the Company's production processes, and directly impact goods available for sale, and thus become an important component of
sales revenue. In addition, physical inventory turn-over is impacted by both the availability of credit to the Company's customers
and suppliers and reduced market demand which can lower finished product inventory values. Yield on production is a ratio of
production volume (pounds), divided by raw material volume (pounds) and provides an indication of effectiveness of the Company's
production process. Factors impacting yield on production include quality of raw material and warm weather during summer
months, which rapidly degrades raw material. The quantities of finished products produced varies depending on the mix of raw
materials used in production. For example, raw material from cattle yields more fat and protein than raw material from pork or
poultry. Accordingly, the mix of finished products produced by the Company can vary from quarter to quarter depending on the
type of raw material being received by the Company. The Company cannot increase the production of protein or fat based on
demand since the type of raw material available will dictate the yield of each finished product.
Page 36
Energy Prices for Natural Gas Quoted on the NYMEX Index and Diesel Fuel. Natural gas and heating oil commodity
prices are quoted each day on the NYMEX exchange for future months of delivery of natural gas and delivery of diesel fuel. The
prices are important to the Company because natural gas and diesel fuel are major components of factory operating and collection
costs and natural gas and diesel fuel prices are an indicator of achievement of the Company's business plan.
Collection Fees and Collection Operating Expense. The Company charges collection fees which are included in net
sales. Each month the Company monitors both the collection fee charged to suppliers, which is included in net sales, and collection
expense, which is included in cost of sales. The importance of monitoring collection fees and collection expense is that they
provide an indication of achievement of the Company's business plan. Furthermore, management monitors collection fees and
collection expense so that the Company can consider implementing measures to mitigate against unforeseen increases in these
expenses.
Factory Operating Expenses. The Company incurs factory operating expenses which are included in cost of sales. Each
month the Company monitors factory operating expense. The importance of monitoring factory operating expense is that it
provides an indication of achievement of the Company's business plan. Furthermore, when unforeseen expense increases occur,
the Company can consider implementing measures to mitigate such increases.
Net Sales. The Company collects and processes animal by-products (fat, bones and offal), including hides, commercial
bakery waste and used restaurant cooking oil to principally produce finished products of MBM, PM (feed grade and pet food),
BFT, PG, YG, BBP and hides as well as a range of branded and value-added products. Sales are significantly affected by finished
goods prices, quality and mix of raw material, and volume of raw material. Net sales include the sales of produced finished goods,
collection fees, fees for grease trap services, and finished goods purchased for resale.
During Fiscal 2011, net sales were $1,797.2 million as compared to $724.9 million during Fiscal 2010. The Rendering
Segments' operations process poultry, animal by-products and used cooking oil into fats (primarily BFT, PG and YG), protein
(primarily MBM and PM (feed grade and pet food)) and hides. Fat is approximately $950.8 million and $399.1 million of net
sales for the year ended December 31, 2011 and January 1, 2011, respectively, and protein is approximately $447.7 million and
$243.5 million of net sales for the year ended December 31, 2011 and January 1, 2011, respectively. The increase in Rendering
Segment sales of $786.5 million and the increase in Bakery Segment sales of $285.8 million accounted for the $1,072.3 million
increase in sales. The increase in net sales was primarily due to the following (in millions of dollars):
Increase in net sales due to acquisition
of Griffin
Increase in finished product prices
Increase in other sales
Decrease in yield
Rendering
Bakery
Corporate
Total
$
$
582.4
210.7
0.6
(7.2)
786.5
$
$
285.8
—
—
—
285.8
$
$
—
—
—
—
—
$
$
868.2
210.7
0.6
(7.2)
1,072.3
Further detail regarding the $786.5 million increase in sales in the Rendering Segment and the $285.8 million increase in sales in
the Bakery Segment is as follows:
Rendering
Net Sales from Acquisition of Griffin: The Company's net sales have increased by $582.4 million in the Rendering Segment
as a result of 52 weeks of contribution from the acquisition of Griffin as compared to two weeks of contribution in Fiscal
2010. Higher finished product prices for both fats and proteins contributed to strong net sales.
Finished Product Prices: Higher prices in the overall commodity market for corn, soybean oil and soybean meal, which are
competing proteins and fats to MBM and BFT, positively impacted the Company's finished product prices. In addition an
increase in global demand for use of YG in bio-fuels positively impacted the Company's finished product prices. The $210.7
million increase in Rendering sales resulting from increases in finished product prices is due to a market-wide increase in
MBM, BFT and YG prices, but this increase was negatively impacted by extreme summer temperatures in the third quarter
of Fiscal 2011 which affected raw material quality resulting in lower value protein production and discounting of finished
fat. The market increases were due to changes in supply/demand in both the domestic and export markets for commodity
fats and meals, including MBM, BFT and YG.
Page 37
Other Sales: The $0.6 million increase in other Rendering Segment sales was primarily due to an increase in hide sales and
an increase in purchases of finished product for resale that more than offset lower collection and processing fees and reductions
in sales from the movement of raw material volumes from Darling plants to Griffin plants.
Yield: The raw material processed in Fiscal 2011 compared to the same period of Fiscal 2010 yielded less finished product
for sale and decreased sales by $7.2 million. The decrease in the relative portion of cattle offal in the raw material collected
during Fiscal 2011 impacted yields since cattle offal is a higher yielding material than pork and poultry offal.
Bakery
Net Sales from Acquisition of Griffin: The Bakery Segment was acquired in the Griffin Transaction and net sales have
increased by $285.8 million as a result of 52 weeks of contribution in Fiscal 2011 as compared to two weeks of contribution
in Fiscal 2010. High finished product prices for BBP contributed to strong net sales.
Cost of Sales and Operating Expenses. Cost of sales and operating expenses include the cost of raw material, the cost
of product purchased for resale and the cost to collect raw material, which includes diesel fuel and processing costs including
natural gas. The Company utilizes both fixed and formula pricing methods for the purchase of raw materials. Fixed prices are
adjusted where possible for changes in competition. Significant changes in finished goods market conditions impact finished
product inventory values, while raw materials purchased under formula prices are correlated with specific finished goods prices.
Energy costs, particularly diesel fuel and natural gas, are significant components of the Company's cost structure. The Company
has the ability to burn alternative fuels at a majority of its plants to help manage the Company's price exposure to volatile energy
markets.
During Fiscal 2011, cost of sales and operating expenses were $1,267.6 million as compared to $531.6 million during
Fiscal 2010. The increase in Rendering Segment cost of sales and operating expenses of $529.6 million and Bakery Segment cost
of sales and operating expenses of $206.6 million accounted for substantially all of the $736.0 million increase in cost of sales
and operating expenses. The increase in cost of sales and operating expenses was primarily due to the following (in millions of
dollars):
Increase in cost of sales and operating
expense due to acquisition of Griffin
Increase in raw material costs
Increase in other
Increase in energy costs primarily
diesel fuel
Rendering
Bakery
Corporate
Total
$
$
$
374.9
139.6
11.3
3.8
529.6
$
$
206.6
—
—
—
206.6
$
$
(0.2)
—
—
—
(0.2)
$
581.3
139.6
11.3
3.8
736.0
Further detail regarding the $529.6 million increase in cost of sales and operating expenses in the Rendering Segment and the
$206.6 million increase in Bakery Segment is as follows:
Rendering
Cost of Sales and Operating Expenses from Acquisition of Griffin: The Company's cost of sales and operating expenses
increased by $374.9 million in the Rendering Segment as a result of 52 weeks of contribution from the acquisition of Griffin
as compared to two weeks of contribution in Fiscal 2010.
Raw Material Costs: A portion of the Company’s volume of raw material is acquired on a formula basis. Under a formula
arrangement, the cost of raw material is tied to the finished product market for MBM, BFT and YG. Since finished product
prices were higher in Fiscal 2011 as compared to the same period in Fiscal 2010, the raw material costs increased $139.6
million.
Other Expense: The $11.3 million increase in other expense includes increases in payroll and related benefits, increases in
repairs and maintenance, increases in purchase of finished product for resale that were partially offset by reductions in costs
from the movement of raw material volumes from Darling plants to Griffin plants.
Page 38
Energy Costs: Both natural gas and diesel fuel are major components of collection and factory operating costs to the Rendering
Segment. During Fiscal 2011, energy costs were higher and are reflected in the $3.8 million increase due primarily to increased
diesel fuel costs as compared to the same period in Fiscal 2010.
Bakery
Cost of Sales and Operating Expenses from Acquisition of Griffin: The Company's cost of sales and operating expenses
related to the Bakery Segment acquired in the Griffin Transaction increased $206.6 million as a result of 52 weeks of
contribution from the acquisition of Griffin as compared to two weeks of contribution in Fiscal 2010.
Selling, General and Administrative Expenses. Selling, general and administrative expenses were $136.1 million during
Fiscal 2011, a $68.1 million increase (100.1%) from $68.0 million during Fiscal 2010. Selling, general and administrative expenses
increased due to 52 weeks of contribution from the acquisition of Griffin, payroll and related expense increases including incentive
compensation primarily due to better operating results in Fiscal 2011 as compared to Fiscal 2010, an increase in other costs, which
includes increases in consulting, legal and audit expenses all of which was partially offset by a decrease in expense as a result of
a decrease in the fair value of a purchase accounting contingency from the Griffin acquisition. The increase in selling, general
and administrative expenses is primarily due to the following (in millions of dollars):
Increases in selling, general and administrative
expense from 52 weeks of contribution
related to Griffin
Increase/(decrease) in other
Payroll and related benefits expense
Decrease in purchase accounting contingency
Rendering
Bakery
Corporate
Total
$
$
27.5
(0.7)
(1.6)
(3.1)
22.1
$
$
9.9
0.7
—
(0.7)
9.9
$
$
21.9
7.6
6.6
—
36.1
$
$
59.3
7.6
5.0
(3.8)
68.1
Depreciation and Amortization. Depreciation and amortization charges increased $47.0 million (147.3%) to $78.9 million
during Fiscal 2011 as compared to $31.9 million during Fiscal 2010. The increase in depreciation and amortization is primarily
due to the acquisition of Griffin in Fiscal 2010.
Acquisition Costs. Acquisition costs were $10.8 million during Fiscal 2010, which were primarily due to the Griffin
Transaction as compared to no acquisition activity in Fiscal 2011.
Interest Expense. Interest expense was $37.2 million during Fiscal 2011 compared to $8.7 million during Fiscal 2010,
an increase of $28.5 million, primarily due to an increase in debt outstanding as a result of the Griffin acquisition in December
2010. In addition the current year includes a write-off of a portion of the Company's term loan facility's deferred loan costs of
approximately $4.9 million relating to the extinguishment of a majority of the term loan facility in Fiscal 2011 as compared to
bank fees paid in association with an unutilized and expired bridge finance facility of $3.1 million in Fiscal 2010.
Other Income/Expense. Other expense was $3.6 million in Fiscal 2011, a $0.2 million increase from $3.4 million in
Fiscal 2010. The increase in other expense is primarily due to an increase in bank service fees that more than offset the decrease
in costs incurred in the prior year from losses reported as a result of fires at two plant locations and the write-off of deferred loan
costs due to the termination of the previous credit agreement.
Equity in Net Loss in Investment of Unconsolidated Subsidiary. Represents the Company's portion of the expenses of
the Joint Venture with Valero in Fiscal 2011. The Joint Venture losses are primarily from the write-off of capitalized loan costs
relating to loan discussions with the U.S. Department of Energy that were terminated in favor of another loan agreement by the
Joint Venture.
Income Taxes. The Company recorded income tax expense of $102.9 million for Fiscal 2011, compared to income tax
expense of $26.1 million recorded in Fiscal 2010, an increase of $76.8 million, primarily due to an increase in pre-tax earnings
of the Company in Fiscal 2011. The effective tax rate for Fiscal 2011 and Fiscal 2010 is 37.8% and 37.1%, respectively. The
difference from the federal statutory rate of 35% in Fiscal 2011 and Fiscal 2010 is primarily due to state taxes and section 199
deduction.
Page 39
Results of Operations
Fifty-two Week Fiscal Year Ended January 1, 2011 (“Fiscal 2010”) Compared to Fifty-two Week Fiscal Year Ended January
2, 2010 (“Fiscal 2009”)
Summary of Key Factors Impacting Fiscal 2010 Results:
Principal factors that contributed to a $11.6 million increase in operating income, which are discussed in greater detail
in the following section, were:
• Changes in finished product prices and quality downgrades,
• Higher raw material volumes, and
• Two weeks of contribution from the acquisition of Griffin.
These factors which contributed to increases in operating income were partially offset by:
Increased costs due to current and prior year acquisition activity other than Griffin,
• Acquisition costs and expense from current year acquisitions,
•
• Higher payroll and incentive-related benefits, and
• Higher energy costs, primarily related to diesel fuel.
Summary of Key Indicators of Fiscal 2010 Performance:
Principal indicators that management routinely monitors and compares to previous periods as an indicator of problems
or improvements in operating results include:
• Finished product commodity prices,
• Raw material volume,
• Production volume and related yield of finished product,
• Energy prices for natural gas quoted on the NYMEX index and diesel fuel,
• Collection fees and collection operating expense, and
• Factory operating expenses.
These indicators and their importance are discussed below in greater detail.
Finished Product Commodity Prices. Prices for finished product commodities that the Company produces are reported
each business day on the Jacobsen index, an established trading exchange price publisher. The Jacobsen index reports industry
sales from the prior day's activity by product. The Jacobsen index includes reported prices for MBM, PM (both feed grade and
pet food), BFT, PG and YG, which are end products of the Company's Rendering Segment, as well as BBP, which is the end
product of the Company's Bakery Segment. The Company regularly monitors Jacobsen index reports on MBM, PM, BFT, PG,
YG and BBP because they provide a daily indication of the Company's revenue performance against business plan benchmarks.
Although the Jacobsen index provides one useful metric of performance, the Company's finished products are commodities that
compete with other commodities such as corn, soybean oil, palm oil complex, soybean meal and heating oil on nutritional and
functional values and therefore actual pricing for the Company's finished products, as well as competing products, can be quite
volatile. In addition, the Jacobsen index does not provide forward or future period pricing. The Jacobsen prices quoted below
are for delivery of the finished product at a specified location. Although the Company's prices generally move in concert with
reported Jacobsen prices, the Company's actual sales prices for its finished products may vary significantly from the Jacobsen
index because of delivery timing differences and because the Company's finished products are delivered to multiple locations in
different geographic regions which utilize different price indexes. In addition, certain of the Company's premium branded finished
products may also sell at prices that may be higher than the closest related Jacobsen index. During Fiscal 2010, the Company's
actual sales prices by product trended with the disclosed Jacobsen prices. Average Jacobsen prices (at the specified delivery point)
for Fiscal 2010, compared to average Jacobsen prices for Fiscal 2009 follow:
Page 40
Rendering Segment:
MBM (Illinois)
Feed Grade PM (Carolina)
Pet Food PM (Southeast)
BFT (Chicago)
PG (Southeast)
YG (Illinois)
Bakery Segment:
BBP (Chicago)
Avg. Price
Fiscal 2010
Avg. Price
Fiscal 2009
Increase/
(Decrease)
$297.35/ton
$366.89/ton
$606.55/ton
$ 33.43/cwt
$ 29.01/cwt
$ 26.89/cwt
$338.09/ton
$390.04/ton
$626.39/ton
$ 25.21 /cwt
$ 23.44 /cwt
$ 20.73 /cwt
$ (40.74)/ton
$ (23.15)/ton
$ (19.84)/ton
$ 8.22/cwt
$ 5.57/cwt
$ 6.16/cwt
%
Increase/
(Decrease)
(12.1)%
(5.9)%
(3.2)%
32.6%
23.8%
29.7%
$143.57/ton
$135.70/ton
$ 7.87/ton
5.8%
The overall increase in average BFT and YG prices of the finished products the Company sells had a favorable impact
on revenue that was partially offset by lower MBM prices and by a negative impact to the Company's raw material cost resulting
from formula pricing arrangements, which compute raw material cost based upon the price of finished product.
Raw Material Volume. Raw material volume represents the quantity (pounds) of raw material collected from Rendering
Segment suppliers, such as butcher shops, grocery stores and independent beef, pork and poultry processors and food service
establishments, or in the case of the Bakery Segment, commercial bakeries. Raw material volumes from the Company's Rendering
Segment suppliers provide an indication of the future production of MBM, PM (feed grade and pet food), BFT, PG and YG finished
products while raw material volumes from the Company's Bakery Segment suppliers provide an indication of the future production
of BBP finished products.
Production Volume and Related Yield of Finished Product. Finished product production volumes are the end result of
the Company's production processes, and directly impact goods available for sale, and thus become an important component of
sales revenue. In addition, physical inventory turn-over is impacted by both the availability of credit to the Company's customers
and suppliers and reduced market demand which can lower finished product inventory values. Yield on production is a ratio of
production volume (pounds), divided by raw material volume (pounds) and provides an indication of effectiveness of the Company's
production process. Factors impacting yield on production include quality of raw material and warm weather during summer
months, which rapidly degrades raw material. The quantities of finished products produced varies depending on the mix of raw
materials used in production. For example, raw material from cattle yields more fat and protein than raw material from pork or
poultry. Accordingly, the mix of finished products produced by the Company can vary from quarter to quarter depending on the
type of raw material being received by the Company. The Company cannot increase the production of protein or fat based on
demand since the type of raw material available will dictate the yield of each finished product.
Energy Prices for Natural Gas Quoted on the NYMEX Index and Diesel Fuel. Natural gas and heating oil commodity
prices are quoted each day on the NYMEX exchange for future months of delivery of natural gas and delivery of diesel fuel. The
prices are important to the Company because natural gas and diesel fuel are major components of factory operating and collection
costs and natural gas and diesel fuel prices are an indicator of achievement of the Company's business plan.
Collection Fees and Collection Operating Expense. The Company charges collection fees which are included in net
sales. Each month the Company monitors both the collection fee charged to suppliers, which is included in net sales, and collection
expense, which is included in cost of sales. The importance of monitoring collection fees and collection expense is that they
provide an indication of achievement of the Company's business plan. Furthermore, management monitors collection fees and
collection expense so that the Company can consider implementing measures to mitigate against unforeseen increases in these
expenses.
Factory Operating Expenses. The Company incurs factory operating expenses which are included in cost of sales. Each
month the Company monitors factory operating expense. The importance of monitoring factory operating expense is that it
provides an indication of achievement of the Company's business plan. Furthermore, when unforeseen expense increases occur,
the Company can consider implementing measures to mitigate such increases.
Net Sales. The Company collects and processes animal by-products (fat, bones and offal), including hides, commercial
bakery waste and used restaurant cooking oil to principally produce finished products of MBM, PM (feed grade and pet food),
BFT, PG, YG, BBP and hides as well as a range of branded and value-added products. Sales are significantly affected by finished
goods prices, quality and mix of raw material, and volume of raw material. Net sales include the sales of produced finished goods,
collection fees, fees for grease trap services, and finished goods purchased for resale.
Page 41
During Fiscal 2010, net sales were $724.9 million as compared to $597.9 million during Fiscal 2009. The Rendering
Segments' operations process poultry, animal by-products and used cooking oil into fats (primarily BFT, PG and YG), protein
(primarily MBM and PM (feed grade and pet food)) and hides. Fat is approximately $399.1 million and $283.7 million of net
sales for the year ended January 1, 2011 and January 2, 2010, respectively and protein is approximately $243.5 million and $244.7
million of net sales for the year ended January 1, 2011 and January 2, 2010, respectively. The increase in Rendering Segment
sales of $116.9 million and the increase in Bakery Segment sales of $10.2 million accounted for the $127.1 million increase in
sales. The increase in net sales was primarily due to the following (in millions of dollars):
Increase in finished product prices
Increase in net sales due to acquisition
of Griffin
Increase in raw material volume
Increase in yield
Purchases of finished product for resale
Decrease in other sales
Rendering
Bakery
Corporate
Total
$
73.3
$
—
$
—
$
73.3
17.5
24.4
2.7
1.0
(2.0)
116.9
$
$
10.2
—
—
—
—
10.2
$
—
—
—
—
—
—
$
27.7
24.4
2.7
1.0
(2.0)
127.1
Further detail regarding the $116.9 million increase in sales in the Rendering Segment in Fiscal 2010 over Fiscal 2009 and the
$10.2 million increase in sales in the Bakery Segment is as follows:
Rendering
Finished Product Prices: Higher prices in the overall commodity market for corn and soybean oil, which are competing fats
to BFT, as well as an increase in global demand for use of YG in bio-fuels, positively impacted the Company's finished
product prices while MBM prices were lower as soybean meal prices were lower. $73.3 million of the increase in Rendering
Segment sales is due primarily to a market-wide increase in fats, but this increase was impacted by extreme summer
temperatures in the third quarter of Fiscal 2010 as compared to the third quarter of Fiscal 2009 that also extended for a longer
period of time which affected product quality resulting in lower grades of rendered tallow and grease for sale. The market
increases were due to changes in supply/demand in both the domestic and export markets for commodity fats, including BFT
and YG.
Net Sales from Acquisition of Griffin: The Company's Fiscal 2010 net sales increased by $17.5 million in the Rendering
Segment as a result of two weeks of contribution from the acquisition of Griffin.
Raw Material Volume: The positive effect of the integration of Fiscal 2010 and prior year acquisition activity other than
Griffin as well as improving conditions in the food service industry in Fiscal 2010 resulted in higher raw material volumes
available to process. The higher raw material volumes from Rendering Segment suppliers, which are processed into fats and
protein finished products, increased sales by $24.4 million. MBM and BFT are derived principally from bones, fat and offal
from the Rendering Segment's suppliers. The proportions of bones, fat and offal are relatively stable, but will vary from
production run to production run based on the source and whether the material is principally beef, pork or poultry material.
The Company has no ability to alter the proportion of bones, fat and offal offered to the Company by the Company's suppliers
and therefore the Company cannot meaningfully alter the mix of MBM and BFT resulting from the Company's rendering
process.
Yield: The raw material processed in Fiscal 2010 compared to the same period of Fiscal 2009 yielded more finished product
for sale and increased sales by $2.7 million. The increase in the relative portion of cattle offal in the raw material collected
during Fiscal 2010 impacted yields since cattle offal is a higher yielding material than pork and poultry offal.
Purchases of Finished Product for Resale: The $1.0 million increase in the purchase of finished product resulted from the
Company purchasing more finished product for resale from third party suppliers in Fiscal 2010 as compared to the same
period in Fiscal 2009.
Other Sales: The $2.0 million decrease in other Rendering Segment sales was primarily due to lower collection and processing
fees in Fiscal 2010 over Fiscal 2009.
Page 42
Bakery
Net Sales from Acquisition of Griffin: The Bakery segment was acquired with Griffin and contributed $10.2 million of net
sales during the period subsequent to the Merger in Fiscal 2010.
Cost of Sales and Operating Expenses. Cost of sales and operating expenses include the cost of raw material, the cost
of product purchased for resale and the cost to collect raw material, which includes diesel fuel and processing costs including
natural gas. The Company utilizes both fixed and formula pricing methods for the purchase of raw materials. Fixed prices are
adjusted where possible for changes in competition. Significant changes in finished goods market conditions impact finished
product inventory values, while raw materials purchased under formula prices are correlated with specific finished goods prices.
Energy costs, particularly diesel fuel and natural gas, are significant components of the Company's cost structure. The Company
has the ability to burn alternative fuels at a majority of its plants to help manage the Company's price exposure to volatile energy
markets.
During Fiscal 2010, cost of sales and operating expenses were $531.6 million as compared to $440.1 million during
Fiscal 2009. The increase in Rendering Segment cost of sales and operating expenses of $83.4 million and Bakery Segment cost
of sales and operating expenses of $8.0 million accounted for substantially all of the $91.5 million increase in cost of sales and
operating expenses. The increase in cost of sales and operating expenses was primarily due to the following (in millions of dollars):
Increase in raw material costs
Increase in cost of sales and operating
expense due to acquisition of Griffin
Increase in other
Increase in raw material volume
Increase in energy costs primarily
diesel fuel
Purchases of finished product for resale
Rendering
Bakery
Corporate
Total
$
51.3
$
—
$
—
$
11.8
13.1
5.3
3.1
(1.2)
83.4
$
$
8.0
—
—
—
—
8.0
$
—
—
—
0.1
—
0.1
$
51.3
19.8
13.1
5.3
3.2
(1.2)
91.5
Further detail regarding the $83.4 million increase in cost of sales and operating expenses in Fiscal 2010 over Fiscal 2009 in the
Rendering Segment and the $8.0 million increase in Bakery Segment is as follows:
Rendering
Raw Material Costs: A portion of the Company's volume of raw material is acquired on a formula basis. Under a formula
arrangement, the cost of raw material is tied to the finished product market for MBM, BFT and YG. The Company's formula
pricing was impacted by extreme summer temperatures in Fiscal 2010 as compared to Fiscal 2009 due primarily to raw
material being priced based on higher quality rendered tallow and grease than the Company's actual sales, which increased
the overall impact of higher raw material costs from overall higher BFT and YG prices in Fiscal 2010 resulting in an increase
of $51.3 million in raw material costs in Fiscal 2010 as compared to Fiscal 2009.
Cost of Sales and Operating Expenses from Acquisition of Griffin: The Company's cost of sales and operating expenses
increased by $11.8 million in the Rendering Segment as a result of two weeks of contribution from the acquisition of Griffin
in December 2010.
Other Expense: The $13.1 million increase in other expense which includes increases in payroll and related benefits, increases
in repairs and maintenance and increases in hauling costs is primarily due to the integration of additional locations resulting
from Fiscal 2010 and prior year acquisitions in the Rendering Segment other than the acquisition of Griffin.
Raw Material Volume: The integration of Fiscal 2010 and prior year acquisition activity and signs of an improved U.S.
economy in Fiscal 2010 resulted in higher raw material volume available to process. The higher raw material volume from
Rendering Segment suppliers increased cost of sales by $5.3 million.
Energy Costs: Both natural gas and diesel fuel are major components of collection and factory operating costs to the Rendering
Segment. During Fiscal 2010, energy costs were higher and are reflected in the $3.1 million increase due primarily to increased
diesel fuel costs as compared to the same period in Fiscal 2009.
Page 43
Purchases of Finished Product for Resale: The Company purchased less finished product for resale from third party suppliers
in Fiscal 2010 compared to the same period in Fiscal 2009 by $1.2 million.
Bakery
Cost of Sales and Operating Expenses from Acquisition of Griffin: The Company's cost of sales and operating expenses
related to the Bakery segment acquired with Griffin were $8.0 million for the period subsequent to the Merger in December
2010.
Selling, General and Administrative Expenses. Selling, general and administrative expenses were $68.0 million during
Fiscal 2010, a $6.9 million increase (11.3%) from $61.1 million during Fiscal 2009. Payroll and related expense increased selling,
general and administrative costs primarily due to Fiscal 2010 and prior year acquisition activity other than Griffin and more
favorable operations in Fiscal 2010 as compared to Fiscal 2009. Additionally, selling, general and administrative expenses increased
from the two weeks of contributions for the acquisition of Griffin. The increase in selling, general and administrative expenses
was primarily due to the following (in millions of dollars):
Payroll and related benefits expense
Increases in selling, general and administrative
expense from two weeks of contribution
related to Griffin
Increase/(decrease) in other
$
$
Rendering
Bakery
Corporate
Total
1.3
$
—
$
2.7
$
1.0
0.9
3.2
$
0.4
—
0.4
$
0.9
(0.3)
3.3
$
4.0
2.3
0.6
6.9
Depreciation and Amortization. Depreciation and amortization charges increased $6.7 million (26.6%) to $31.9 million
during Fiscal 2010 as compared to $25.2 million during Fiscal 2009. The increase in depreciation and amortization was primarily
due to an overall increase in depreciable capital assets and intangibles due to capital expenditures and Fiscal 2010 and prior year
acquisition activity.
Acquisition Costs. Acquisition costs were $10.8 million during Fiscal 2010, a $10.3 million increase from $0.5 million
during Fiscal 2009. The increase was primarily due to the acquisition of Griffin.
Interest Expense. Interest expense was $8.7 million during Fiscal 2010 compared to $3.1 million during Fiscal 2009,
an increase of $5.6 million, primarily due to bank fees paid in association with an unutilized and expired bridge finance facility
of $3.1 million and an increase in interest of approximately $2.0 million due to an increase in debt outstanding as a result of the
acquisition of Griffin.
Other Income/Expense. Other expense was $3.4 million in Fiscal 2010, a $2.4 million increase from $1.0 million in
Fiscal 2009. The increase in other expense is primarily due to losses reported as a result of fires at two plant locations of
approximately $1.0 million, write-off of deferred loan costs of approximately $0.9 million due to the termination of the previous
credit agreement and an increase in loss on sale of fixed assets of approximately $0.3 million.
Income Taxes. The Company recorded income tax expense of $26.1 million for Fiscal 2010, compared to income tax
expense of $25.1 million recorded in Fiscal 2009, an increase of $1.0 million, primarily due to an increase in pre-tax earnings of
the Company in Fiscal 2010. The effective tax rate for Fiscal 2010 and Fiscal 2009 is 37.1% and 37.5%, respectively. The
difference from the federal statutory rate of 35% in Fiscal 2010 and Fiscal 2009 is primarily due to state taxes.
FINANCING, LIQUIDITY, AND CAPITAL RESOURCES
Senior Secured Credit Facilities. On December 17, 2010, the Company entered into a $625 million credit agreement (the
“Credit Agreement” ) in connection with the Griffin Transaction, consisting of a five-year senior secured revolving loan facility
and a six-year senior secured term loan facility. On March 25, 2011, the Company amended its Credit Agreement to increase the
aggregate available principal amount under the revolving loan facility from $325.0 million to $415.0 million (approximately $75.0
million of which will be available for a letter of credit sub-facility and $15.0 million of which will be available for a swingline
sub-facility) and to add additional stepdowns to the pricing grid providing lower spread margins to the applicable base or libor
rate under the Credit Agreement based on defined leverage ratio levels. The principal components of the Credit Agreement consist
of the following:
Page 44
• As of December 31, 2011, the Company had availability of $391.6 million under the revolving loan facility, taking into
account no outstanding borrowings and letters of credit issued of $23.4 million.
• As of December 31, 2011, the Company had repaid approximately $270.0 million of the original $300.0 million term
loan issued under the Credit Agreement, and had an outstanding remaining balance of approximately $30.0 million on
its term loan facility. Additionally, subsequent to December 31, 2011, the Company repaid the remaining $30.0 million
of term debt. The amounts that have been repaid on the term loan may not be reborrowed.
• The obligations under the Company's Credit Agreement are guaranteed by Darling National, Griffin, and its subsidiary,
Craig Protein Division, Inc., and are secured by substantially all of the property of the Company.
Senior Notes. On December 17, 2010, Darling issued $250.0 million in aggregate principal amount of its 8.5% Senior
Notes due 2018 (the "Notes") under an indenture with U.S. Bank National Association, as trustee. The Company will pay 8.5%
annual cash interest on the Notes on June 15 and December 15 of each year, commencing June 15, 2011. Other than for extraordinary
events such as change of control and defined assets sales, the Company is not required to make any mandatory redemption or
sinking fund payments on the Notes.
• The Notes are guaranteed on an unsecured basis by Darling's existing restricted subsidiaries, including Darling National,
Griffin and all of its subsidiaries, other than Darling's foreign subsidiaries, its captive insurance subsidiary and any inactive
subsidiary with nominal assets. The Notes rank equally in right of payment to any existing and future senior debt of
Darling. The Notes will be effectively junior to existing and future secured debt of Darling and the guarantors, including
debt under the Credit Agreement, to the extent of the value of assets securing such debt. The Notes will be structurally
subordinated to all of the existing and future liabilities (including trade payables) of each of the subsidiaries of Darling
that do not guarantee the Notes. The guarantees by the guarantors (the “Guarantees”) rank equally in right of payment
to any existing and future senior indebtedness of the guarantors. The Guarantees will be effectively junior to existing and
future secured debt of the guarantors including debt under the Credit Agreement, to the extent the value of the assets
securing such debt. The Guarantees will be structurally subordinated to all of the existing and future liabilities (including
trade payables) of each of the subsidiaries of each Guarantor that do not guarantee the Notes.
As of December 31, 2011, the Company believes it is in compliance with all of the covenants, including financial
covenants, under the Credit Agreement and the Notes indenture.
The Credit Agreement and Notes consisted of the following elements at December 31, 2011 (in thousands):
Notes:
8.5% Senior Notes due 2018
Credit Agreement:
Term Loan
Revolving Credit Facility:
Maximum availability
Borrowings outstanding
Letters of credit issued
Availability
$
$
$
$
250,000
30,000
415,000
—
23,440
391,560
The classification of long-term debt in the Company’s December 31, 2011 consolidated balance sheet is based on the
contractual repayment terms of the Notes and debt issued under the Credit Agreement. Based upon the underlying terms of the
Credit Agreement, no amount is included in current liabilities on the Company’s balance sheet at December 31, 2011.
On December 31, 2011, the Company had working capital of $92.4 million and its working capital ratio was 1.73 to 1
compared to working capital of $30.8 million and a working capital ratio of 1.20 to 1 on January 1, 2011. The increase in working
capital is primarily due to an increase in cash and commodity prices. At December 31, 2011, the Company had unrestricted cash
of $38.9 million and funds available under the revolving credit facility of $391.6 million, compared to unrestricted cash of $19.2
million and funds available under the revolving credit facility of $141.6 million at January 1, 2011. The Company diversifies its
cash investments by limiting the amounts located at any one financial institution and invests primarily in government-backed
securities.
Page 45
Net cash provided by operating activities was $240.9 million and $81.5 million for the fiscal years ended December 31,
2011 and January 1, 2011, respectively, an increase of $159.4 million due primarily to an increase in net income of approximately
$125.2 million and to changes in operating assets and liabilities that include a decrease in escrow receivable of approximately
$16.3 million. Cash used by investing activities was $83.7 million during Fiscal 2011, compared to $783.6 million in Fiscal 2010,
a decrease of $699.9 million, primarily due to the acquisition of Griffin in December 2010. Net cash used by financing activities
was $137.4 million during Fiscal 2011 compared to net cash provided by financing activities of $653.2 million in Fiscal 2010, a
decrease of $790.6 million due primarily to repayments of debt in excess of cash received from the issuance of stock in Fiscal
2011 and borrowings made to complete the acquisition of Griffin in December 2010.
Capital expenditures of $60.2 million were made during Fiscal 2011 as compared to $24.7 million in Fiscal 2010, an
increase of $35.5 million (143.7%). The increase is due primarily to capital expenditures by Griffin which was acquired in
December 2010 as compared to the prior year's capital expenditures that only included two weeks of Griffin. Capital expenditures
related to compliance with environmental regulations were $3.7 million in Fiscal 2011, $3.5 million in Fiscal 2010 and $3.1 million
in Fiscal 2009. Fiscal 2009 compliance spending included capital expenditures related to the Enhanced BSE Rule of approximately
$1.5 million.
Based upon the annual actuarial estimate, current accruals, and claims paid during Fiscal 2011, the Company has accrued
approximately $8.8 million it expects will become due during the next twelve months in order to meet obligations related to the
Company's self insurance reserves and accrued insurance obligations, which are included in current accrued expenses at
December 31, 2011. The self insurance reserve is composed of estimated liability for claims arising for workers’ compensation
and for auto liability and general liability claims. The self insurance reserve liability is determined annually, based upon a third
party actuarial estimate. The actuarial estimate may vary from year to year, due to changes in costs of health care, the pending
number of claims and other factors beyond the control of management of the Company. No assurance can be given that the
Company’s funding obligations under its self insurance reserve will not increase in the future.
Based upon current actuarial estimates, the Company expects to make payments of approximately $2.3 million in order
to meet minimum pension funding requirements during fiscal 2012. The minimum pension funding requirements are determined
annually, based upon a third party actuarial estimate. The actuarial estimate may vary from year to year, due to fluctuations in
return on investments or other factors beyond the control of management of the Company or the administrator of the Company’s
pension funds. No assurance can be given that the minimum pension funding requirements will not increase in the
future. Additionally, the Company has made required and tax deductible discretionary contributions to its pension plans in Fiscal
2011 and Fiscal 2010 of approximately $10.5 million and $1.0 million, respectively.
The Pension Protection Act of 2006 ("PPA") was signed into law in August 2006 and went into effect in January 2008. The
stated goal of the PPA is to improve the funding of pension plans. Plans in an under-funded status will be required to increase
employer contributions to improve the funding level within PPA timelines. The impact of recent declines in the world equity and
other financial markets have had and could continue to have a material negative impact on pension plan assets and the status of
required funding under the PPA. The Company participates in various multi-employer pension plans which provide defined
benefits to certain employees covered by labor contracts. 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 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.
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 PPA. In
June 2009, the Company received a notice of a mass withdrawal termination and a notice of initial withdrawal liability from a
multi-employer plan in which it participated. The Company had anticipated this event and as a result had accrued approximately
$3.2 million as of January 3, 2009 based on the most recent information that was probable and estimable for this plan. The plan
had given a notice of redetermination liability in December 2009. In Fiscal 2010, the Company received further third party
information confirming the future payout related to this multi-employer plan. As a result, the Company reduced its liability to
approximately $1.2 million. In Fiscal 2010, another underfunded multi-employer plan in which the Company participates gave
notification of partial withdrawal liability. As of December 31, 2011, the Company has an accrued liability of approximately $1.0
million representing the present value of scheduled withdrawal liability payments under this multi-employer plan. While the
Company has no ability to calculate a possible current liability for under-funded multi-employer plans that could terminate or
could require additional funding under the PPA, the amounts could be material.
Page 46
The Company has the ability to burn alternative fuels, including its fats and greases, at a majority of its plants as a way
to help manage the Company's exposure to high natural gas prices. Beginning October 1, 2006, the federal government effected
a program which provides federal tax credits under certain circumstances for commercial use of alternative fuels in lieu of fossil-
based fuels. Beginning in the fourth quarter of 2006, the Company filed documentation with the IRS to recover these Alternative
Fuel Mixture Credits as a result of its use of fats and greases to fuel boilers at its plants. The Company has received approval
from the IRS to apply for these credits. This and other federal bio-fuel tax incentive programs expired on December 31, 2009. On
December 17, 2010, however, the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010 was signed
into public law which extended through 2011 and made retroactive to January 1, 2010 the Alternative Fuel Mixture Credits. As
of December 31, 2011, this alternative federal tax credit program has expired and has not been extended or reinstituted as of the
filing of this report on Form 10-K. No assurance can be given that the Alternative Fuel Mixture Credits will be reinstated in the
future. The Company will, therefore continue to evaluate the option of burning alternative fuels at its plants in future periods
depending on the price relationship between alternative fuels and natural gas.
The Company announced on January 21, 2011 that a wholly-owned subsidiary of Darling entered into a limited liability
company agreement with a wholly-owned subsidiary of Valero to form the Joint Venture. The Joint Venture is owned 50% / 50%
with Valero and was formed to design, engineer, construct and operate a renewable diesel plant, which will be capable of producing
approximately 9,300 barrels per day of renewable diesel fuel and certain other co-products, to be located adjacent to Valero's
refinery in Norco, Louisiana. The Joint Venture is in the process of constructing the Facility under an engineering, procurement
and construction contract that is intended to fix the Company's maximum economic exposure for the cost of the Facility.
On May 31, 2011, the Joint Venture and Diamond Green Diesel LLC, a wholly-owned subsidiary of the Joint Venture
("Opco"), entered into (i) the Facility Agreement with Diamond Alternative Energy, LLC, a wholly-owned subsidiary of Valero
(the "Lender"), and (ii) the Loan Agreement with the Lender, which will provide the Joint Venture with a 14 year multiple advance
term loan facility of approximately $221,300,000 (the “JV Loan”) to support the design, engineering and construction of the
Facility, which is now under construction. The Facility Agreement and the Loan Agreement prohibit the Lender from assigning
all or any portion of the Facility Agreement or the Loan Agreement to unaffiliated third parties. Opco has also pledged substantially
all of its assets to the Lender, and the Joint Venture has pledged all of Opco's equity interests to the Lender, until the JV Loan has
been paid in full and the JV Loan has terminated in accordance with its terms.
Pursuant to sponsor support agreements executed in connection with the Facility Agreement and the Loan Agreement,
each of the Company and Valero are committed to contributing approximately $93.2 million of the estimated aggregate costs of
approximately $407.7 million for the completion of the Facility. The Company is also required to pay for 50% of any cost overruns
incurred in connection with the construction of the Facility, including relating to any project scope changes. As of December 31,
2011 under the equity method of accounting, the Company has an investment in the Joint Venture of approximately $21.7 million
on the consolidated balance sheet.
In connection with the acquisition of Griffin, the Merger Agreement contained provisions pursuant to which Darling and
the former Griffin shareholders (the “Griffin Shareholders”) agreed that Darling could elect certain tax treatment under Section
338(h)(10) of the U.S. Internal Revenue Code (“Section 338(h)(10)”). Generally, Section 338(h)(10) permits parties to agree to
treat a stock sale as if it had instead been a sale of the assets of the underlying business. The Company and the Griffin Shareholders
have made an election as permitted under Section 338(h)(10) to increase the tax basis of Griffin's tangible and intangible assets
to the deemed purchase price of the assets at the time of the Merger. As a result of the Section 338(h)(10) election, on June 20,
2011 the Company paid the Griffin Shareholders $13.8 million (the “338(h)(10) Payment”), an amount that was calculated as
equal to the difference between the increased tax liabilities they incurred as a result of the deemed asset sale as opposed to a stock
sale, plus a “gross-up” to compensate them for the additional taxes incurred as a result of such payment. The Company anticipates
that the Section 338(h)(10) election may result in increased income tax deductions for the Company based on the increased tax
basis of the Griffin tangible and intangible assets and, accordingly, reduced income taxes payable by the Company. This tax benefit
from the step up in the tax basis of the Griffin assets is expected to occur over a period of approximately 15 years. However, there
can be no assurance that the Company will generate sufficient income to take advantage of these possible tax deductions. Further,
there could be changes in the tax law that could erode the value of the increased tax basis of the Griffin assets. The tax benefits
that may be received by the Company as a result of the Section 338(h)(10) election will have no impact on the Company's earnings
and will impact cash flows only to the extent that the Company has taxable income that is offset by depreciation and amortization
deductions on the Griffin assets.
The Company’s management believes that cash flows from operating activities consistent with the level generated in
Fiscal 2011, unrestricted cash and funds available under the Credit Agreement will be sufficient to meet the Company’s working
capital needs and maintenance and compliance-related capital expenditures, scheduled debt and interest payments, income tax
obligations, continued funding of the Joint Venture and other contemplated needs through the next twelve months. Numerous
factors could have adverse consequences to the Company that cannot be estimated at this time, such as: r eductions in raw material
Page 47
volumes available to the Company due to weak margins in the meat production industry as a result of higher feed costs or other
factors, reduced volume from food service establishments, reduced demand for animal feed, or otherwise; a reduction in finished
product prices; changes to worldwide government policies relating to renewable fuels and greenhouse gas emissions that adversely
affect programs like RFS2 and tax credits for bio-fuels both in the U.S. and abroad; possible product recall resulting from
developments relating to the discovery of unauthorized adulterations to food or food additives; the occurrence of Bird Flu in the
U.S.; any additional occurrence of BSE in the U.S. or elsewhere; unanticipated costs and/or reductions in raw material volumes
related to the Company’s compliance with the Enhanced BSE Rule, unforeseen new U.S. and foreign regulations affecting the
rendering industry (including new or modified animal feed, 2009 H1N1 flu, Bird Flu or BSE regulations); increased contributions
to the Company’s multi-employer and employer-sponsored defined benefit pension plans as required by the PPA or resulting from
a mass withdrawal event; bad debt write-offs; loss of or failure to obtain necessary permits and registrations; unexpected cost
overruns related to the Joint Venture; continued or escalated conflict in the Middle East; and/or unfavorable export markets. These
factors, coupled with volatile prices for natural gas and diesel fuel, general performance of the U.S. economy and declining
consumer confidence including the inability of consumers and companies to obtain credit due to the current lack of liquidity in
the financial markets, among others, could negatively impact the Company’s results of operations in fiscal 2012 and thereafter. The
Company cannot provide assurance that the cash flows from operating activities generated in Fiscal 2011 are indicative of the
future cash flows from operating activities that will be generated by the Company’s operations. The Company reviews the
appropriate use of unrestricted cash periodically. Except for contributions to the Joint Venture, no decision has been made as to
non-ordinary course cash usages at this time; however, potential usages could include: opportunistic capital expenditures and/or
acquisitions; investments relating to the Company’s developing a comprehensive renewable energy strategy, including, without
limitation, potential investments in additional renewable diesel and/or biodiesel projects; investments in response to governmental
regulations relating to human and animal food safety or other regulations; unexpected funding required by the PPA requirements
or mass termination of multiemployer plans; and paying dividends or repurchasing stock, subject to limitations under the Credit
Agreement, as well as suitable cash conservation to withstand adverse commodity cycles.
The current economic environment in the Company’s markets has the potential to adversely impact its liquidity in a
variety of ways, including through reduced raw materials availability, reduced finished product prices, reduced sales, potential
inventory buildup, increased bad debt reserves, potential impairment charges and/or higher operating costs.
The principal products that the Company sells are commodities, the prices of which are based on established commodity
markets and are subject to volatile changes. Any decline in these prices has the potential to adversely impact the Company's
liquidity. Any of a decline in raw material availability, a decline in commodities prices, increases in energy prices and the impact
of the PPA has the potential to adversely impact the Company's liquidity. A decline in commodities prices, a rise in energy prices,
a slowdown in the U.S. or international economy, continued or escalated conflict in the Middle East, cost overruns in the construction
of the Facility or other factors, could cause the Company to fail to meet management's expectations or could cause liquidity
concerns.
CONTRACTUAL OBLIGATIONS AND OTHER COMMERCIAL COMMITMENTS
The following table summarizes the Company’s expected material contractual payment obligations, including both on-
and off-balance sheet arrangements at December 31, 2011 (in thousands):
Contractual obligations(a):
Long-term debt obligations (b)
Operating lease obligations (c)
Estimated interest payable (d)
Joint Venture capital contributions (e)
Purchase commitments (f)
Pension funding obligation (g)
Other obligations
Total
Total
Less than
1 Year
1 – 3
Years
3 – 5
Years
More than
5 Years
$
$
280,000
68,494
158,697
69,895
22,417
2,321
30
601,854
$
$
—
15,152
23,450
69,895
22,417
2,321
10
133,245
$
$
687
21,529
47,280
—
—
—
20
69,516
$
$
29,313
11,505
45,467
—
—
—
—
86,285
$
$
250,000
20,308
42,500
—
—
—
—
312,808
Page 48
(a) The above table does not reflect uncertain tax positions of approximately $0.2 million because the timing of the cash
settlement cannot be reasonably estimated.
(b) See Note 10 to the consolidated financial statements. Subsequent to December 31, 2011, the remaining term debt
outstanding of $30.0 million was repaid.
(c) See Note 9 to the consolidated financial statements.
(d) Interest payable was calculated using the current rate for term, revolver, senior notes and current rates on other liabilities
that existed as of December 31, 2011.
(e) Represents the Company's estimated capital contributions that are expected to be paid to the Joint Venture in fiscal 2012.
(f) Purchase commitments were determined based on specified contracts for natural gas, diesel fuel and finished product
purchases.
(g) Pension funding requirements are determined annually based upon a third party actuarial estimate. The Company expects
to make approximately $2.3 million in required contributions to its pension plan in fiscal 2012. The Company is not able
to estimate pension funding requirements beyond the next twelve months. The accrued pension benefit liability was
approximately $27.3 million at the end of Fiscal 2011. The Company knows certain of the multi-employer pension plans
that have not terminated to which it contributes and which are not administered by the Company were under-funded as
of the latest available information, and while the Company has no ability to calculate a possible current liability for the
under-funded multi-employer plan to which the Company contributes, the amounts could be material.
The Company's off-balance sheet contractual obligations and commercial commitments as of December 31, 2011 relate
to operating lease obligations, letters of credit, forward purchase agreements, and employment agreements. The Company has
excluded these items from the balance sheet in accordance with accounting principles generally accepted in the U.S.
The following table summarizes the Company’s other commercial commitments, including both on- and off-balance
sheet arrangements at December 31, 2011 (in thousands):
Other commercial commitments:
Standby letters of credit
Total other commercial commitments:
$
$
23,440
23,440
OFF BALANCE SHEET OBLIGATIONS
Based upon the underlying purchase agreements, the Company has commitments to purchase $22.4 million of commodity
products, consisting of approximately $15.8 million of finished products and approximately $6.6 million of natural gas and diesel
fuel, during the next twelve months, which are not included in liabilities on the Company’s balance sheet at December 31, 2011.
These purchase agreements are entered into in the normal course of the Company’s business and are not subject to derivative
accounting. The commitments will be recorded on the balance sheet of the Company when delivery of these commodities occurs
and ownership passes to the Company during fiscal 2012, in accordance with accounting principles generally accepted in the U.S.
Based on the sponsor support agreements executed in connection with the Facility Agreement and the Loan Agreement
relating to the Joint Venture with Valero, the Company has committed to contribute an aggregate of approximately $93.2 million
of the estimated aggregate costs for completion of the Facility. As of December 31, 2011, the Company has contributed
approximately $23.3 million and will incur the remaining amount of the commitment through the completion date of the Facility
which is expected by the end of fiscal 2012 or early in fiscal 2013. The Company is also required to pay for 50% of any cost
overruns incurred in connection with the construction of the Facility, including relating to any project scope changes.
Based upon underlying lease agreements, the Company is obligated to pay approximately $15.2 million for operating
leases during fiscal 2012 which are not included in liabilities on the Company’s balance sheet at December 31, 2011. These lease
obligations are included in cost of sales or selling, general and administrative expense on the Company’s Statement of Operations
as the underlying lease obligation comes due, in accordance with accounting principles generally accepted in the U.S.
CRITICAL ACCOUNTING POLICIES
The Company follows certain significant accounting policies when preparing its consolidated financial statements. A
complete summary of these policies is included in Note 1 to the Consolidated Financial Statements.
Page 49
Certain of the policies require management to make significant and subjective estimates or assumptions that may deviate
from actual results. In particular, management makes estimates regarding valuation of inventories, estimates of useful life of long-
lived assets related to depreciation and amortization expense, estimates regarding fair value of the Company’s reporting units and
future cash flows with respect to assessing potential impairment of both long-lived assets and goodwill, self-insurance,
environmental and litigation reserves, pension liability, estimates of income tax expense, and estimates of expense related to stock
options granted. Each of these estimates is discussed in greater detail in the following discussion.
Inventories
The Company’s inventories are valued at the lower of cost or market. Finished product manufacturing cost is calculated
using the first-in, first-out (FIFO) method, based upon the Company’s raw material costs, collection and factory production
operating expenses, and depreciation expense on collection and factory assets. Market values of inventory are estimated at each
plant location, based upon either: 1) the backlog of unfilled sales orders at the balance sheet date; or 2) unsold inventory, calculated
using regional finished product prices quoted in the Jacobsen index at the balance sheet date. Estimates of market value, based
upon the backlog of unfilled sales orders or upon the Jacobsen index, assume that the inventory held by the Company at the balance
sheet date will be sold at the estimated market finished product sales price, subsequent to the balance sheet date. Actual sales
prices received on future sales of inventory held at the end of a period may vary from either the backlog unfilled sales order price
or the Jacobsen index quotation at the balance sheet date. These variances could cause actual sales prices realized on future sales
of inventory to be different than the estimate of market value of inventory at the end of the period. Inventories were approximately
$50.8 million and $45.6 million at December 31, 2011 and January 1, 2011, respectively.
Long-Lived Assets, Depreciation and Amortization Expense and Valuation
The Company’s property, plant and equipment are recorded at cost when acquired. Depreciation expense is computed on
property, plant and equipment based upon a straight line method over the estimated useful life of the assets, which is based upon
a standard classification of the asset group. Buildings and improvements are depreciated over a useful life of 15 to 30 years,
machinery and equipment are depreciated over a useful life of 3 to 10 years and vehicles are depreciated over a life of 2 to 6
years. These useful life estimates have been developed based upon the Company’s historical experience of asset life utility, and
whether the asset is new or used when placed in service. The actual life and utility of the asset may vary from this estimated
life. Useful lives of the assets may be modified from time to time when the future utility or life of the asset is deemed to change
from that originally estimated when the asset was placed in service. Depreciation expense was approximately $50.9 million, $26.3
million and $21.4 million in fiscal years ending December 31, 2011, January 1, 2011 and January 2, 2010, respectively.
The Company’s intangible assets, including permits, routes, non-compete agreements, trade names and royalty, consulting
and leasehold agreements are recorded at fair value when acquired. Amortization expense is computed on these intangible assets
based upon a straight line method over the estimated useful life of the assets, which is based upon a standard classification of the
asset group. Collection routes are amortized over a useful life of 5 to 20 years; non-compete agreements are amortized over a
useful life of 3 to 7 years; trade names with a finite life are amortized over a useful life of 15 years; royalty, consulting and leasehold
agreements are amortized over the term of the agreement; and permits are amortized over a useful life of 11 to 20 years. The
actual economic life and utility of the asset may vary from this estimated life. Useful lives of the assets may be modified from
time to time when the future utility or life of the asset is deemed to change from that originally estimated when the asset was
placed in service. Intangible asset amortization expense was approximately $28.0 million, $5.6 million and $3.8 million in fiscal
years ending December 31, 2011, January 1, 2011 and January 2, 2010, respectively.
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 by which the carrying
amount of the asset exceeds the fair value of the asset. In Fiscal 2011, Fiscal 2010 and Fiscal 2009, no triggering event occurred
requiring that the Company perform testing of all of its long-lived assets for impairment.
The net book value of property, plant and equipment was approximately $400.2 million and $393.4 million at December 31,
2011 and January 1, 2011, respectively. The net book value of intangible assets was approximately $362.9 million and $391.0
million at December 31, 2011 and January 1, 2011, respectively.
Page 50
Goodwill Valuation
The Company reviews the carrying value of goodwill on a regular basis, including at the end of each fiscal year, for
indications of impairment at each reporting unit that has recorded goodwill as an asset. Impairment is indicated whenever the
carrying value of a reporting unit exceeds the estimated fair value of a reporting unit. For purposes of evaluating impairment of
goodwill, the Company estimates fair value of a reporting unit, based upon future discounted net cash flows. In calculating these
estimates, actual historical operating results and anticipated future economic factors, such as future business volume, future finished
product prices, and future operating costs and expenses are evaluated and estimated as a component of the calculation of future
discounted cash flows for each reporting unit with recorded goodwill. The estimates of fair value of these reporting units and of
future discounted net cash flows from operation of these reporting units could change if actual volumes, prices, costs or expenses
vary from these estimates.
Based on the Company’s annual impairment testing at the end of the fourth quarter of Fiscal 2011, Fiscal 2010 and Fiscal
2009, the fair values of the Company’s reporting units containing goodwill exceeded the related carrying value. However, the
fair value of one of the Company's reporting units was approximately 14% greater than its carrying value, which was substantially
less than the percentage by which the fair values of the Company's other seven reporting units with goodwill exceeded their
carrying values. It is possible, depending upon a number of factors that are not determinable at this time or within the control of
the Company, that the fair value of this reporting unit could decrease in the future and result in an impairment to goodwill. The
amount of goodwill allocated to this reporting unit was approximately $159.6 million. The Company's management believes the
biggest risk to this reporting unit is a prolonged economic slowdown that would impact raw material suppliers. Goodwill was
approximately $381.4 million and $376.3 million at December 31, 2011 and January 1, 2011, respectively.
Self Insurance, Environmental and Legal Reserves
The Company’s workers compensation, auto and general liability policies contain significant deductibles or self insured
retentions. The Company estimates and accrues for its expected ultimate claim costs related to accidents occurring during each
fiscal year and carries this accrual as a reserve until these claims are paid by the Company. In developing estimates for self insured
losses, the Company utilizes its staff, a third party actuary and outside counsel as sources of information and judgment as to the
expected undiscounted future costs of the claims. The Company accrues reserves related to environmental and litigation matters
based on estimated undiscounted future costs. With respect to the Company’s self insurance, environmental and litigation reserves,
estimates of reserve liability could change if future events are different than those included in the estimates of the actuary, consultants
and management of the Company. At December 31, 2011 and January 1, 2011, the reserves for self insurance, environmental and
litigation contingencies aggregated to approximately $38.0 million and $35.8 million, respectively. The Company has insurance
recovery receivables of approximately $9.6 million and $7.7 million, respectively, related to these liabilities.
Pension Liability
The Company provides retirement benefits to employees under separate final-pay noncontributory pension plans for
salaried and hourly employees (excluding those employees covered by a union-sponsored plan), who meet service and age
requirements. Benefits are based principally on length of service and earnings patterns during the five years preceding
retirement. Pension expense and pension liability recorded by the Company is based upon an annual actuarial estimate provided
by a third party administrator. Factors included in estimates of current year pension expense and pension liability at the balance
sheet date include estimated future service period of employees, estimated future pay of employees, estimated future retirement
ages of employees, and the projected time period of pension benefit payments. Two of the most significant assumptions used to
calculate future pension obligations are the discount rate applied to pension liability and the expected rate of return on pension
plan assets. These assumptions and estimates are subject to the risk of change over time, and each factor has inherent uncertainties
which neither the actuary nor the Company is able to control or to predict with certainty. During the third quarter of fiscal 2011,
as part of the initiative to combine the Darling and Griffin retirement benefit programs, the Company's Board of Directors authorized
the Company to proceed with the restructuring of its retirement benefit program effective January 1, 2012, to include the closing
of Darling's 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 defined contribution plans. See Note 14 of Notes to Consolidated Financial Statements for summaries of
pension plans.
The discount rate applied to the Company’s pension liability is the interest rate used to calculate the present value of the
pension benefit obligation. The weighted average discount rate was 4.50% and 5.55% at December 31, 2011 and January 1, 2011,
respectively. The net periodic benefit cost for fiscal 2012 would increase by approximately $0.8 million if the discount rate was
0.5% lower at 4.0%. The net periodic benefit cost for fiscal 2012 would decrease by approximately $0.8 million if the discount
rate was 0.5% higher at 5.0%.
Page 51
The expected rate of return on the Company’s pension plan assets is the interest rate used to calculate future returns on
investment of the plan assets. The expected return on plan assets is a long-term assumption whose accuracy can only be assessed
over a long period of time. The weighted average expected return on pension plan assets was 7.85% for Fiscal 2011 and Fiscal
2010, respectively. During Fiscal 2011, the Company’s actual return on pension plan assets was a loss of $3.3 million or
approximately (3.5)% of pension plan assets as compared to Fiscal 2010 where the Company’s actual return on pension plan assets
was a gain of $12.0 million or approximately 14% of pension plan assets.
The Company has recorded a pension liability of approximately $27.3 million and $18.1 million at December 31, 2011
and January 1, 2011, respectively. The Company’s net pension cost was approximately $3.2 million, $3.9 million and $6.3 million
for the fiscal years ending December 31, 2011, January 1, 2011 and January 2, 2010, respectively. The projected net periodic
pension expense for fiscal 2012 is expected to increase by approximately $0.7 million as compared to Fiscal 2011.
Income Taxes
In calculating net income, the Company includes estimates in the calculation of income tax expense, the resulting tax
liability and in future realization of deferred tax assets that arise from temporary differences between financial statement presentation
and tax recognition of revenue and expense. The Company’s deferred tax assets include a net operating loss carry-forward which
is limited to approximately $0.7 million per year in future utilization due to the change in control resulting from the May 2002
recapitalization of the Company. Valuation allowances for deferred tax assets are recorded when it is more likely than not that
deferred tax assets will not be realized.
Stock Option Expense
The calculation of expense of stock options issued utilizes the Black-Scholes mathematical model which estimates the
fair value of the option award to the holder and the compensation expense to the Company, based upon estimates of volatility,
risk-free rates of return at the date of issue and projected vesting of the option grants. The Company recorded compensation
expense related to stock options expense for the year ended December 31, 2011, January 1, 2011 and January 2, 2010 of
approximately $0.2 million, $0.1 million and $0.1 million, respectively.
NEW ACCOUNTING PRONOUNCEMENTS
In January 2010, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.
2010-06, Improving Disclosures about Fair Value Measurements. The ASU amends ASC Topic 820, Fair Value Measurements
and Disclosures. The new standard provides for additional disclosures requiring the Company to disclose separately the amounts
of significant transfers in and out of Level 1 and Level 2 fair value measurements, describe the reasons for the transfers and present
separately information about purchases, sales, issuances and settlements in the reconciliation of Level 3 fair value
measurements. The update also provides clarification of existing disclosures requiring the Company to determine each class of
assets and liabilities based on the nature and risks of the investments rather than by major security type and for each class of assets
and liabilities, and to disclose the valuation techniques and inputs used to measure fair value for both Level 2 and Level 3 fair
value measurements. The Company adopted ASU 2010-06 as of January 3, 2010, except for the presentation of purchases, sales,
issuances and settlement in the reconciliation of Level 3 fair value measurements, which is effective for the Company on January 2,
2011. This update did not change the techniques the Company uses to measure fair values and did not have any impact on the
Company’s consolidated financial statements.
In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income. The ASU amends ASC Topic
220, Comprehensive Income. The new standard eliminates the option to report other comprehensive income and its components
in the statement of changes in equity and instead requires entities to present net income and other comprehensive income in either
a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income.
Reclassification adjustments between net income and other comprehensive income must be shown on the face of the statement
(s), with no resulting change in net earnings. In December 2011, the FASB issued ASU No. 2011-12, Deferral of Effective Date
for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting
Standards Update No. 2011-05. This ASU amends ASC Topic 220, Comprehensive Income. The new standard deferred the
requirement to present on the face of the financial statements reclassification adjustments for items that are reclassified from other
comprehensive income to net income while the FASB further deliberates this aspect of the proposal. These two updates are
effective for the Company on January 1, 2012 and must be applied retrospectively. The Company is currently evaluating which
presentation alternative to utilize and does not expect the adoption to have a material impact on the Company's consolidated
financial statements.
Page 52
In September 2011, the FASB issued ASU No. 2011-08, Testing Goodwill for Impairment. The ASU amends ASC Topic
350, Intangibles - Goodwill and Other. The new standard is intended to reduce the cost and complexity of the annual goodwill
impairment test by providing entities an option to perform a “qualitative” assessment to determine whether further impairment
testing is necessary. Specifically, an entity has the option to first assess qualitative factors to determine whether it is necessary to
perform the current two-step test. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that
the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further
testing is required. This standard is effective for annual and interim goodwill impairment tests performed for fiscal years beginning
after December 15, 2011. Early adoption is permissible. The Company will adopt this standard in the first quarter of 2012 and
the Company does not expect the adoption will have a material impact on the Company's consolidated financial statements.
In September 2011, the FASB issued ASU No. 2011-09, Disclosures about an Employer's Participation in a Multiemployer
Plan. The ASU amends ASC Subtopic 715-80, Compensation-Retirement Benefits-Multiemployer Plans. The new standard is
intended to provide additional disclosures about an employer’s financial obligations to a multiemployer pension plan and, therefore,
help financial statements users have a better understanding of the commitments and risks involved with its participation in
multiemployer pension plans. For public entities, ASU 2011-09 is effective for annual periods for fiscal years ending after
December 15, 2011. Early adoption is permissible. ASU 2011-09 should be applied retrospectively for all prior periods presented.
The Company adopted this standard as of December 31, 2011. See Note 14 to the Consolidated Financial Statements.
FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K includes “forward-looking” statements that involve risks and uncertainties. The
words "believe," "anticipate," "expect," "estimate," "intend," "could," "may," "will," "should," "planned," "potential," and similar
expressions identify forward-looking statements. All statements other than statements of historical facts included in the Annual
Report on Form 10-K, including, without limitation, the statements under the sections entitled "Business," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and "Legal Proceedings" and located elsewhere herein
regarding industry prospects, expectations for construction of the Facility and the Company's financial position are forward-looking
statements. Actual results could differ materially from those discussed in the forward-looking statements as a result of certain
factors, including many that are beyond the control of the Company. Although the Company believes that the expectations reflected
in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to be correct.
In addition to those factors discussed under the heading "Risk Factors" in Item 1A of this report and elsewhere in this
report, and in the Company's other public filings with the SEC, important factors that could cause actual results to differ materially
from the Company's expectations include: the Company's continued ability to obtain sources of supply for its rendering
operations; general economic conditions in the American, European and Asian markets; a decline in consumer confidence; prices
in the competing commodity markets which are volatile and are beyond the Company's control; energy prices; changes to
worldwide government policies relating to renewable fuels and greenhouse gas emissions; the implementation of the Enhanced
BSE Rule; BSE and its impact on finished product prices, export markets, energy prices and government regulations, which are
still evolving and are beyond the Company's control; the occurrence of Bird Flu in the U.S.; possible product recall resulting
from developments relating to the discovery of unauthorized adulterations (such as melamine or salmonella) to food
additives; increased contributions to the Company's multi-employer defined benefit pension plans as required by the PPA or
required by a withdrawal event; risks, including future expenditures, relating to the Company's Joint Venture with Valero to
construct and complete a renewable diesel plant in Norco, Louisiana and possible difficulties completing and obtaining operational
viability with the plant; and the Company’s ability to combine Darling’s business and Griffin's business and to realize the anticipated
growth opportunities and cost synergies and to integrate the two businesses efficiently. Among other things, future profitability
may be affected by the Company's ability to grow its business, which faces competition from companies that may have substantially
greater resources than the Company. The Company cautions readers that all forward-looking statements speak only as of the date
made, and the Company undertakes no obligation to update any forward-looking statements, whether as a result of changes in
circumstances, new events or otherwise.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risks affecting the Company are exposures to changes in prices of the finished products the Company sells, interest
rates on debt, availability of raw material supply and the price of natural gas and diesel fuel used in the Company’s plants. Raw
materials available to the Company are impacted by seasonal factors, including holidays, when raw material volume declines; warm
weather, which can adversely affect the quality of raw material processed and finished products produced; and cold weather,
which can impact the collection of raw material. Predominantly all of the Company’s finished products are commodities that are
generally sold at prices prevailing at the time of sale.
Page 53
The Company makes limited use of derivative instruments to manage cash flow risks related to interest expense, natural
gas usage, diesel fuel usage and inventory. The Company does not use derivative instruments for trading purposes. Interest rate
swaps are entered into with the intent of managing overall borrowing costs by reducing the potential impact of increases in interest
rates on floating-rate long-term debt. 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 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. Inventory swaps and options are entered into
with the intent of managing seasonally high concentrations of feed grade and pet food PM, MBM, BFT, PG, YG and BBP inventories
by reducing the potential impact of decreasing prices. The interest rate swaps and the natural gas swaps are subject to the
requirements of FASB authoritative guidance. Some of the Company’s natural gas and diesel fuel instruments are not subject to
the requirements of FASB authoritative guidance because some of the natural gas and diesel fuel instruments qualify as normal
purchases as defined in FASB authoritative guidance. At December 31, 2011, the Company had natural gas swaps outstanding
that qualified and were designated for hedge accounting as well as heating oil swaps and natural gas swaps that did not qualify
and were not designated for hedge accounting.
In Fiscal 2011, the Company entered into natural gas swap contracts that are considered cash flow hedges according to
FASB authoritative guidance. Under the terms of the natural gas swap contracts the Company fixed the expected purchase cost
of a portion of its plants expected natural gas usage into the third quarter of fiscal 2012. As of December 31, 2011, the aggregate
fair value of these natural gas swaps was approximately $0.7 million and is included in accrued expenses on the balance sheet,
with an offset recorded in accumulated other comprehensive income for the effective portion.
Additionally, the Company had heating oil swaps and natural gas swaps that are marked to market because they did not
qualify for hedge accounting at December 31, 2011. The heating oil swaps and natural gas swaps had an aggregate fair value of
$0.2 million and are included in current other assets and accrued expenses at December 31, 2011.
As of December 31, 2011, the Company had forward purchase agreements in place for purchases of approximately $6.6
million of natural gas and diesel fuel in fiscal 2012. As of December 31, 2011, the Company had forward purchase agreements
in place for purchases of approximately $15.8 million of finished product in fiscal 2012.
Interest Rate Sensitivity
The Company’s obligations subject to fixed or variable interest rates include (in thousands, except interest rates):
Long-term debt:
Fixed rate
Average interest rate
Variable rate
Average interest rate
Total
Total
Less than
1 Year
1 – 3
Years
3 – 5
Years
More than
5 Years
$
250,030
$
8.50%
30,000
5.75%
$
280,030
$
10
5.75%
—
—%
10
$
$
20
5.75%
687
5.75%
707
$
—
—%
29,313
5.75%
$
250,000
8.50%
—
—%
$
29,313
$
250,000
The Company’s fixed rate debt obligations consist of the Notes and other immaterial debt that accrue interest at an annual
weighted average fixed rate of approximately 8.5%. These obligations are not affected by changes in interest rates.
The Company has $30.0 million in variable rate debt that represents the balance outstanding at December 31, 2011 under
the Company’s Credit Agreement. This portion of the Company’s debt is sensitive to fluctuations in interest rates. The Company
estimates that a 1% increase in interest rates will increase the Company’s interest expense by approximately $0.3 million in fiscal
2012. Subsequent to December 31, 2011, the remaining term debt outstanding of $30.0 million was repaid.
Page 54
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm on Consolidated Financial
Statements
Report of Independent Registered Public Accounting Firm on Internal Control Over
Financial Reporting
Consolidated Balance Sheets -
December 31, 2011 and January 1, 2011
Consolidated Statements of Operations -
Three years ended December 31, 2011
Consolidated Statements of Stockholders’ Equity and Comprehensive Income(Loss) -
Three years ended December 31, 2011
Consolidated Statements of Cash Flows -
Three years ended December 31, 2011
Notes to Consolidated Financial Statements
Page
56
57
58
59
60
61
62
All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require
submission of the schedule, or because the information required is included in the consolidated financial statements and notes
thereto.
Page 55
DARLING INTERNATIONAL INC. AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Darling International Inc.:
We have audited the accompanying consolidated balance sheets of Darling International Inc. and subsidiaries as of December 31,
2011 and January 1, 2011, and the related consolidated statements of operations, stockholders' equity and comprehensive income
(loss), and cash flows for each of the years in the
period ended December 31, 2011. These consolidated financial
statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of Darling International Inc. and subsidiaries as of December 31, 2011and January 1, 2011, and the results of their operations and
their cash flows for each of the years in the
period ended December 31, 2011, in conformity with U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
Darling International Inc's internal control over financial reporting as of December 31, 2011, based on criteria established in
Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO), and our report dated February 29, 2012 expressed an unqualified opinion on the effectiveness of the Company's internal
control over financial reporting.
Dallas, Texas
February 29, 2012
/S/ KPMG LLP
Page 56
DARLING INTERNATIONAL INC. AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Darling International Inc.:
We have audited Darling International Inc.'s internal control over financial reporting as of December 31, 2011, based on criteria
established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Darling International Inc.'s management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an
opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Darling International Inc. maintained, in all material respects, effective internal control over financial reporting
as of December 31, 2011, based on criteria established in Internal Control - Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Darling International Inc. and subsidiaries as of December 31, 2011 and January 1, 2011, and the
related consolidated statements of operations, stockholders' equity and comprehensive income (loss), and cash flows for each of
the years in the three-year period ended December 31, 2011, and our report dated February 29, 2012 expressed an unqualified
opinion on those consolidated financial statements.
Dallas, Texas
February 29, 2012
/S/ KPMG LLP
Page 57
DARLING INTERNATIONAL INC. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2011 and January 1, 2011
(in thousands, except share and per share data)
ASSETS
Current assets:
Cash and cash equivalents
Restricted cash
Accounts receivable, less allowance for bad debts of $2,241
at December 31, 2011 and $2,134 at January 1, 2011
Escrow receivable
Inventories
Income taxes refundable
Other current assets
Deferred income taxes
Total current assets
Property, plant and equipment, net
Intangible assets, less accumulated amortization of $82,364
at December 31, 2011 and $56,689 at January 1, 2011
Goodwill
Investment in unconsolidated subsidiary
Other assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt
Accounts payable, principally trade
Accrued expenses
Total current liabilities
Long-term debt, net of current portion
Other noncurrent liabilities
Deferred income taxes
Total liabilities
Commitments and contingencies
Stockholders’ equity:
Common stock, $.01 par value; 150,000,000 shares authorized,
117,591,822 and 93,014,691 shares issued at December 31, 2011
and January 1, 2011, respectively
Additional paid-in capital
Treasury stock, at cost; 543,384 and 455,020 shares at
December 31, 2011 and January 1, 2011, respectively
Accumulated other comprehensive loss
Retained earnings
Total stockholders’ equity
December 31,
2011
January 1,
2011
$
$
38,936
365
95,807
—
50,830
17,042
9,235
7,465
219,680
19,202
373
87,455
16,267
45,606
1,474
8,833
6,376
185,586
400,222
393,420
$
$
362,914
381,369
21,733
31,112
1,417,030
10
60,402
66,845
127,257
280,020
58,245
31,133
496,655
390,954
376,263
—
36,035
1,382,258
3,009
70,123
81,698
154,830
707,030
50,760
5,342
917,962
1,176
587,685
(5,588)
(30,904)
368,006
920,375
1,417,030
$
930
290,106
(4,340)
(20,988)
198,588
464,296
1,382,258
$
$
$
The accompanying notes are an integral part
of these consolidated financial statements.
Page 58
DARLING INTERNATIONAL INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Three years ended December 31, 2011
(in thousands, except per share data)
Net sales
Costs and expenses:
Cost of sales and operating expenses
Selling, general and administrative expenses
Depreciation and amortization
Acquisition costs
Total costs and expenses
Operating income
Other expense:
Interest expense
Other, net
Total other expense
Equity in net loss of unconsolidated subsidiary
Income from operations before income taxes
Income taxes
Net income
Net income per share:
Basic
Diluted
December 31,
2011
1,797,249
$
January 1,
2011
January 2,
2010
$
724,909
$
597,806
1,267,599
136,135
78,909
—
1,482,643
314,606
(37,163)
(3,577)
(40,740)
(1,572)
272,294
102,876
531,648
68,042
31,908
10,798
642,396
82,513
(8,737)
(3,433)
(12,170)
—
70,343
26,100
440,111
61,062
25,226
468
526,867
70,939
(3,105)
(955)
(4,060)
—
66,879
25,089
$
$
$
169,418
$
44,243
$
41,790
1.47
1.47
$
$
0.53
0.53
$
$
0.51
0.51
The accompanying notes are an integral part
of these consolidated financial statements.
Page 59
DARLING INTERNATIONAL INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity and Comprehensive Income(Loss)
Three years ended December 31, 2011
(in thousands, except share data)
Balances at January 3, 2009
Net income
Pension liability adjustments, net
of tax
Interest rate swap derivative
adjustment, net of tax
Natural gas swap derivative
adjustment, net of tax
Total comprehensive income
Issuance of non-vested stock
Stock-based compensation
Tax benefits associated with stock-
based compensation
Treasury stock
Issuance of common stock
Balances at January 2, 2010
Net income
Pension liability adjustments, net
of tax
Interest rate swap derivative
adjustment, net of tax
Natural gas swap derivative
adjustment, net of tax
Total comprehensive income
Issuance of non-vested stock
Stock-based compensation
Tax benefits associated with stock-
based compensation
Treasury stock
Issuance of common stock
Balances at January 1, 2011
Net income
Pension liability adjustments, net
of tax
Interest rate swap derivative
adjustment, net of tax
Natural gas swap derivative
adjustment, net of tax
Total comprehensive income
Issuance of non-vested stock
Stock-based compensation
Tax benefits associated with stock-
based compensation
Treasury stock
Issuance of common stock
Balances at December 31, 2011
Common Stock
Number of
Outstanding
Shares
81,767,982
—
$.01 par
Value
Additional
Paid-In
Capital
Treasury
Stock
Accumulated
Other
Comprehensive
Loss
Retained
Earnings
Total
Stockholders'
Equity
$
$
822
—
$
156,899
—
$
(3,848)
—
$
(29,850)
—
$
112,555
41,790
236,578
41,790
—
—
—
—
307,558
—
—
(2,186)
153,336
82,226,690
—
$
—
—
—
—
254,220
—
—
(51,740)
10,130,501
92,559,671
—
$
—
—
—
—
174,285
—
—
—
—
—
3
—
—
—
1
826
—
—
—
—
—
3
—
—
—
101
930
—
—
—
—
—
2
—
$
$
—
—
—
—
901
(720)
—
—
—
—
—
—
(39)
—
302
157,343
—
$
—
(7)
—
(3,855)
—
$
—
—
—
—
2,401
94
—
—
—
—
—
—
234
—
130,034
290,106
—
$
—
(485)
—
(4,340)
—
$
—
—
—
—
2,538
492
—
—
—
—
—
—
5,229
702
137
—
—
—
—
—
—
(23,782)
—
$
2,346
507
(59)
—
—
—
—
—
—
(20,988)
—
(10,146)
$
712
(482)
—
—
—
—
—
—
—
—
—
—
—
—
154,345
44,243
$
—
—
—
—
—
—
—
—
—
198,588
169,418
$
—
—
—
—
—
—
—
(88,364)
24,402,846
117,048,438
$
—
—
244
1,176
$
1,125
—
293,424
587,685
$
—
(1,248)
—
(5,588)
$
—
—
—
(30,904)
$
—
—
—
368,006
$
The accompanying notes are an integral part
of these consolidated financial statements.
Page 60
5,229
702
137
47,858
904
(720)
(39)
(7)
303
284,877
44,243
2,346
507
(59)
47,037
2,404
94
234
(485)
130,135
464,296
169,418
(10,146)
712
(482)
159,502
2,540
492
1,125
(1,248)
293,668
920,375
DARLING INTERNATIONAL INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Three years ended December 31, 2011
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization
Deferred income taxes
Loss/(gain) on sale of assets
Increase/(decrease) in long-term pension liability
Stock-based compensation expense
Write-off deferred loan costs
Deferred loan cost amortization
Equity in net loss of unconsolidated subsidiary
Changes in operating assets and liabilities, net
of effects from acquisitions:
Restricted cash
Accounts receivable
Escrow receivable
Income taxes refundable
Inventories and prepaid expenses
Accounts payable and accrued expenses
Other
Net cash provided by operating activities
Cash flows from investing activities:
Capital expenditures
Acquisitions, net of cash acquired
Investment in unconsolidated subsidiary
Gross proceeds from sale of property, plant and equipment
and other assets
Payments related to routes and other intangibles
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from long-term debt
Payments on long-term debt
Borrowings from revolving credit facility
Payments on revolving credit facility
Deferred loan costs
Contract payments
Issuance of common stock
Minimum withholding taxes paid on stock awards
Excess tax benefits from stock-based compensation
Net cash provided/(used) in financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest
Income taxes, net of refunds
December 31,
2011
January 1,
2011
January 2,
2010
$
169,418
$
44,243
$
41,790
78,909
24,702
622
(895)
3,932
4,920
3,324
1,572
8
(10,086)
16,267
(15,568)
(5,760)
(29,083)
(1,418)
240,864
(60,153)
(1,754)
(23,305)
1,529
—
(83,683)
—
(270,009)
131,000
(291,000)
(399)
—
293,117
(1,281)
1,125
(137,447)
19,734
19,202
38,936
29,056
88,241
$
$
$
31,908
2,402
51
1,353
2,146
851
670
—
24
(6,276)
(16,267)
(2,632)
(4,661)
25,490
2,208
81,510
(24,720)
(758,182)
—
624
(1,367)
(783,645)
550,000
(32,509)
160,000
—
(24,020)
—
35
(585)
234
653,155
(48,980)
68,182
19,202
7,743
28,114
$
$
$
$
$
$
25,226
14,652
(294)
(11,974)
768
—
400
—
52
(5,148)
—
12,406
4,286
(2,132)
(846)
79,186
(23,638)
(33,987)
—
1,913
—
(55,712)
48
(5,000)
—
—
(946)
(72)
11
(108)
(39)
(6,106)
17,368
50,814
68,182
2,687
2,244
The accompanying notes are an integral part
of these consolidated financial statements.
Page 61
DARLING INTERNATIONAL INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1. GENERAL
(a)
NATURE OF OPERATIONS
Darling International Inc., a Delaware corporation ("Darling", and together with its subsidiaries, the "Company"), is
a leading provider of rendering, cooking oil and bakery waste recycling and recovery solutions to the nation's food
industry. The Company collects and recycles animal by-products, bakery waste and used cooking oil from poultry
and meat processors, commercial bakeries, grocery stores, butcher shops, and food service establishments and provides
grease trap cleaning services to many of the same establishments. On December 17, 2010, Darling completed its
acquisition of Griffin Industries Inc. (which was subsequently converted to a limited liability company) and its
subsidiaries ("Griffin") pursuant to the Agreement and Plan of Merger, dated as of November 9, 2010 (the "Merger
Agreement"), by and among Darling, DG Acquisition Corp., a wholly-owned subsidiary of Darling ("Merger Sub"),
Griffin and Robert A. Griffin, as the Griffin shareholders’ representative. Merger Sub was merged with and into
Griffin (the "Merger"), and Griffin survived the Merger as a wholly-owned subsidiary of Darling (the "Griffin
Transaction"). The Company operates over 120 processing and transfer facilities located throughout the United States
to process raw materials into finished products such as protein (primarily meat and bone meal ("MBM") and poultry
meal ("PM")), hides, fats (primarily bleachable fancy tallow ("BFT"), poultry grease ("PG") and yellow grease ("YG"))
and bakery by-products ("BBP") as well as a range of branded and value-added products. The Company sells these
products nationally and internationally, primarily to producers of animal feed, pet food, fertilizer, bio-fuels and other
consumer and industrial ingredients including oleo-chemicals, soaps and leather goods for use as ingredients in their
products or for further processing. Effective January 2, 2011, as a result of the acquisition of Griffin, the Company's
business operations were reorganized into two new segments, Rendering and Bakery, in order to better align its business
with the underlying markets and customers that the Company serves. All historical periods have been restated for
the changes to the segment reporting structure. The Company's fiscal 2011 year end results include 52 weeks of
contribution from the assets acquired in the Griffin Transaction, as compared to 2 weeks of contributions from these
assets in fiscal 2010. For additional information on the Company’s segments, see Note 19.
(b)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(1) Basis of Presentation
The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant
intercompany balances and transactions have been eliminated in consolidation.
(2) 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, 2011, the 52 weeks
ended January 1, 2011, and the 52 weeks ended January 2, 2010.
(3) 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.
(4) 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, prevailing market
conditions, and aging of trade accounts receivable, among other factors. 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.
Page 62
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
(5) Inventories
Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO)
method.
(6) 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, 2 to 6 years; and 4) Aircraft, 7 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. 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, consulting and leasehold agreements. Amortization expense is
calculated using the straight-line method over the estimated useful lives of the assets ranging from: 5 to 20
years for collection routes; 11 to 20 years for permits; 3 to 7 years for non-compete covenants; and 15 years for
trade names. Royalty, consulting and leasehold agreements are amortized over the term of the agreement.
(7) 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 by which the carrying amount of the asset
exceeds the fair value of the asset. In fiscal 2011, 2010 and 2009 no triggering event occurred requiring that
the Company perform testing of all of its long-lived assets for impairment.
(8) Goodwill
Goodwill and indefinite lived assets are tested for impairment annually or more frequently if events or changes
in circumstances indicate that the asset might be impaired. The Company follows a two-step process for testing
impairment. First, the fair value of each reporting unit is compared to its carrying value to determine whether
an indication of impairment exists. If impairment is indicated, then the fair value of the reporting unit’s goodwill
is determined by allocating the unit’s fair value of its assets and liabilities (including any unrecognized intangible
assets) as if the reporting unit had been acquired in a business combination. The amount of impairment for
goodwill is measured as the excess of its carrying value over its implied fair value.
In fiscal 2011, 2010 and 2009, the fair values of the Company’s reporting units containing goodwill exceeded
the related carrying value. Goodwill was approximately $381.4 million and $376.3 million at December 31,
2011 and January 1, 2011, respectively. See Note 6 for further information on the Company’s goodwill.
Page 63
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
(9) 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.
(10) 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 future years. Although the Company is unable to carryback any of its net
operating losses, based upon recent favorable operating results and future projections, certain net operating
losses can be carried forward and utilized and other deferred tax assets will be realized.
(11) Earnings per Share
Basic income per common share is computed by dividing net income by the weighted average number of common
shares including non-vested and restricted shares outstanding during the period. Diluted income per common
share is computed by dividing net income 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)
December 31,
2011
January 1,
2011
January 2,
2010
Income
Shares
Per-
Share
Income
Shares
Per-
Share
Income
Shares
Per-
Share
$ 169,418
114,924
$ 1.47
$ 44,243
82,854
$ 0.53
$ 41,790
82,142
$ 0.51
—
—
972
(371)
—
—
—
—
778
(389)
—
—
—
—
778
(445)
—
—
$ 169,418
115,525
$ 1.47
$ 44,243
83,243
$ 0.53
$ 41,790
82,475
$ 0.51
Basic:
Net income
Diluted:
Effect of dilutive securities
Add: Option shares in the money and
dilutive effect of nonvested stock
Less: Pro-forma treasury shares
Diluted:
Net income
For fiscal 2011, 2010 and 2009, respectively, 63,272, 87,843 and 32,000 outstanding stock options were excluded
from diluted income per common share as the effect was antidilutive. For fiscal 2011, 2010 and 2009,
respectively, 330,268, 75,714 and zero non-vested stock were excluded from diluted income per common share
as the effect was antidilutive.
Page 64
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
(12) Stock Based Compensation
The Company recognizes compensation expense 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 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.
Total stock-based compensation recognized in the statements of operations for the years ended December 31,
2011, January 1, 2011 and January 2, 2010 was approximately $4.9 million, $2.8 million and $1.2 million,
respectively, which is included in selling, general and administrative costs, and the related income tax benefit
recognized was approximately $1.9 million, $1.1 million and $0.5 million, respectively. See Note 13 for further
information on the Company’s stock-based compensation plans.
The benefits of tax deductions in excess of recognized compensation cost are reported as a financing cash
flow. For the year ended December 31, 2011 and January 1, 2011 the Company recognized $1.1 million and
$0.2 million as an increase in financing cash flows and for the year ended January 2, 2010 the Company
recognized less than $0.1 million of such tax expenses, which were recorded as a decrease in financing cash
flows.
(13) 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.
(14) 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. Based upon quoted market price the
Company's senior notes described in Note 10 have a fair value of approximately $277.5 million and $260.6
million compared to a carrying amount of $250.0 million at December 31, 2011 and January 1, 2011,
respectively. The Company's term loan had a fair value of approximately $30.9 million compared to a carrying
amount of $30.0 million at December 31, 2011 and the Company’s term loan and revolver loans as described
in Note 10 had a carrying value that approximated the fair value at January 1, 2011. The carrying amount for
the Company’s other debt is not deemed to be significantly different than the amount recorded and all other
financial instruments have been recorded at fair value as disclosed in Note 16.
(15) Derivative Instruments
The Company makes limited use of derivative instruments to manage cash flow risks related to interest expense,
natural gas usage, diesel fuel usage and inventory. The Company does not use derivative instruments for trading
purposes. Interest rate swaps are entered into with the intent of managing overall borrowing costs by reducing
the potential impact of increases in interest rates on floating-rate long-term debt. 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
Page 65
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
of seasonal weather demands on natural gas that increases natural gas prices. H eating oil swaps 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. Inventory swaps and options are entered into
with the intent of managing seasonally high concentrations of MBM, PM, BFT, PG, YG and BBP inventories
by reducing the potential impact of decreasing prices. At December 31, 2011, the Company had natural gas
swaps outstanding that qualified and were designated for hedge accounting as well as natural gas swaps and
heating oil swaps that did not qualify and were not designated for hedge accounting.
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 effective portion of 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 as
well as the ineffective portion of the gain or loss 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.
(16) Revenue Recognition
The Company recognizes revenue on sales when products are shipped and the customer takes ownership and
assumes risk of loss. 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 the products have shipped and the customer takes ownership and assumes risk of loss. The
Company has formula arrangements with certain suppliers whereby the charge or credit for raw materials is tied
to published finished product commodity prices after deducting a fixed processing fee incorporated into the
formula and is recorded as a cost of sale by line of business. The Company recognizes revenue related to grease
trap servicing in the month the trap service occurs.
(17) Related Party Transactions
Darling through its wholly-owned subsidiary Griffin, leases two real properties located in Butler, Kentucky and
real properties located in each of Jackson, Mississippi and Henderson, Kentucky from Martom Properties, LLC,
an entity owned in part by Martin W. Griffin, the Company’s Executive Vice President – Co-Chief Operations
Officer. See Note 9 for further information on the Company's leases.
(18) Reclassification
Certain prior year immaterial amounts have been reclassified to conform to the current year presentation.
(19) Subsequent Events
The Company has evaluated subsequent events from the end of the most recent fiscal year through the date the
consolidated financial statements were issued.
NOTE 2. ACQUISITIONS AND DISPOSITIONS
On December 17, 2010, Darling completed its acquisition of all of the shares of Griffin pursuant to the Griffin
Transaction. The Griffin Transaction will increase Darling’s capabilities by growing volumes, diversifying the raw
material supplies, increasing the ability to better serve the Company’s customers and suppliers and providing new
opportunities for business growth on a national platform.
The amount of Griffin's revenue and earnings included in the Company’s consolidated statement of operations for the
year ended January 1, 2011 were $27.7 million and $1.9 million, respectively.
Page 66
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
As a result of the Griffin Transaction, effective December 17, 2010, the Company began including the operations of
Griffin into the Company's consolidated financial statements. The following table presents selected pro forma
information, for comparative purposes, assuming the Griffin Transaction had occurred on January 4, 2009 for the
periods presented (unaudited) (in thousands, except per share data):
Net sales
Income from continuing operations
Net income
Earnings per share
Basic
Diluted
January 1,
2011
1,339,589
133,184
85,344
$
January 2,
2010
1,123,108
91,299
57,062
0.92
0.91
$
$
0.62
0.61
$
$
$
The selected unaudited pro forma information is not necessarily indicative of the consolidated results of operations
for future periods or the results of operations that would have been realized had the Griffin Transaction actually
occurred on January 4, 2009.
Total consideration paid in the Griffin Transaction was approximately $872.2 million, comprised of $740.5 million
in cash, the issuance of approximately 10.0 million shares of Darling common stock (valued at the fair market value
at the closing of $13.06 or approximately $130.6 million), a $16.3 million escrow receivable for certain over funding
of working capital, a $13.6 million accrued expense for the Company’s election to step up the tax basis of the assets
acquired in the Griffin Transaction and a long-term liability of approximately $3.8 million of contingent consideration
for the true-up adjustment as further described below. During fiscal 2011 working capital adjustments were made
between bakery goodwill and accounts receivable of approximately $1.7 million , between rendering goodwill and
accrued expense of approximately $2.0 million, between bakery and rendering goodwill and accounts payable of
approximately $0.3 million, and the Company received approximately $16.4 million from escrow representing the
$16.3 million escrow receivable recorded for certain over funding of working capital and other immaterial amounts.
Additionally, the Company paid approximately $13.8 million for the Company's election under Section 338(h)(10)
of the Internal Revenue Code, an increase of approximately $0.2 million from the original $13.6 million accrual. The
tax benefit from the step up in the tax basis of the Griffin assets is expected to occur over a period of approximately
15 years. However, there can be no assurance that the Company will generate sufficient income to take advantage of
these possible tax deductions. Further, there could be changes in the tax law that could erode the value of the increased
tax basis of the Griffin assets. The tax benefits that may be received by the Company as a result of the Section 338
(h)(10) election will have no impact on the Company's earnings and will impact cash flows only to the extent that the
Company has taxable income that is offset by depreciation and amortization deductions on the Griffin assets. The
cash consideration in the Griffin Transaction was funded primarily through borrowings under the Company's credit
agreement and the sale of senior notes as further discussed in Note 10. The shares issued in the Griffin Transaction
were issued on terms set forth in the rollover agreement, dated as of November 9, 2010, by and among Darling, certain
of Griffin's shareholders who qualify as “accredited investors” (the “Rollover Shareholders”) pursuant to Rule 501
(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and Robert A.
Griffin, as such shareholders' representative (the “Rollover Agreement”), to the Rollover Shareholders.
The Rollover Agreement provides for a true-up adjustment in which additional cash of up to $15.0 million could be
paid by Darling if on the True-Up Date (the last day of the 13th full consecutive month following the closing of the
Merger), the True-up Market Price (as defined in the Rollover Agreement) is less than $10.002. If the True-Up Market
Price exceeds $10.002, no additional consideration will be paid. The Company initially valued this contingent
consideration at fair value of approximately $3.8 million based on the probability of the Company’s stock will be less
than the True-up Market Price as defined above. At December 31, 2011, the contingent consideration was revalued
to a value of zero as it was considered almost certain that the True-Up Market Price on January 31, 2012 would exceed
$10.002 as defined in the Rollover Agreement.
The Company also incurred costs as part of the Griffin Transaction for consulting, legal and financing in the amount
of approximately $37.7 million of which $10.6 million was expensed as acquisition costs and approximately $3.1
million was recorded as interest expense. Additionally, approximately $24.0 million was capitalized as deferred loan
costs, which are included in other assets on the Company’s consolidated balance sheets in fiscal 2010.
Page 67
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
The following table summarizes the fair value of the assets acquired and liabilities assumed in the Griffin Transaction
as of December 17, 2010 (in thousands):
Cash
Accounts receivable
Inventory
Other current assets
Other assets
Deferred tax asset
Identifiable intangibles
Property and equipment
Goodwill
Accounts payable
Accrued expenses
Other liabilities
Purchase price
$
$
350
33,872
22,623
2,558
3,103
2,538
349,775
234,115
294,669
(46,275)
(14,127)
(11,004)
872,197
The $294.7 million of goodwill was assigned to the rendering and bakery segments in the amounts of $241.5 million
and $53.2 million, respectively. Of the total amount, $294.7 million is expected to be deductible for tax
purposes. I dentifiable intangibles include trade names with indefinite lives of approximately $92.0 million and definite
lived intangible assets including trade names of approximately $0.5 million with a weighted average useful life of 15
years, $228.4 million in permits with a weighted average useful life of 13 years, $25.1 million in routes with a weighted
average useful life of 5 years, and $3.8 million in non-compete and leasehold agreements with a useful life of 5 years.
The Company notes the acquisitions discussed below are not considered related businesses, therefore are not required
to be treated as a single business combination. Pro forma results of operations for these acquisitions have not been
presented because the effect of each acquisition individually is not deemed material to revenues and net income of
the Company for any fiscal period presented.
On May 28, 2010, the Company acquired certain rendering business assets from Nebraska By-Products, Inc. for
approximately $15.3 million. The purchase was accounted for as an asset purchase pursuant to the terms of the asset
purchase agreement between the Company and Nebraska By-Products, Inc. and affiliated companies (the "Nebraska
Transaction"). The assets acquired in the Nebraska Transaction will increase the Company’s rendering portfolio and
better serve the Company’s customers within the rendering segment.
Effective May 28, 2010, the Company began including the operations of the Nebraska Transaction into the Company's
consolidated financial statements. The Company paid approximately $15.3 million in cash for assets and assumed
liabilities consisting of property, plant and equipment of $9.6 million, intangible assets of $2.8 million, goodwill of
$2.8 million and other of $0.1 million on the closing date. The goodwill from the Nebraska Transaction was assigned
to the rendering segment and is expected to be deductible for tax purposes. The identifiable intangibles have a weighted
average life of eleven years.
On December 31, 2009, the Company acquired certain rendering, grease collection and trap servicing business assets
from Sanimax USA Inc. for approximately $19.0 million. The purchase was accounted for as an asset purchase
pursuant to the terms of the asset purchase agreement between the Company and Sanimax USA Inc. and affiliated
companies (the "Sanimax Transaction"). The assets acquired in the Sanimax Transaction will increase the Company’s
national footprint and better serve the Company's customers within the rendering segment.
Effective December 31, 2009, the Company began including the operations of the Sanimax Transaction into the
Company's consolidated financial statements. The Company paid approximately $19.0 million in cash for assets and
assumed liabilities consisting of property, plant and equipment of $4.7 million, intangible assets of $4.8 million,
goodwill of $9.9 million and accrued liabilities of $0.4 million on the closing date. The goodwill from the Sanimax
Transaction was assigned to the rendering segment and is expected to be deductible for tax purposes and the identifiable
intangibles have a weighted average life of eight years.
Page 68
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
On February 23, 2009, the Company acquired substantially all of the assets of Boca Industries, Inc., a grease trap
services business headquartered in Smyrna, Georgia (the "Boca Transaction") for approximately $12.5 million. The
purchase was accounted for as an asset purchase pursuant to the terms of the asset purchase agreement between the
Company and Boca Transport, Inc. and Donald E. Lenci. The assets acquired in the Boca Transaction will increase
the Company’s capabilities to grow revenues and continue the Company's strategy of broadening its rendering segment.
Effective February 23, 2009, the Company began including the operations of the Boca Transaction into the Company's
consolidated financial statements. The Company paid approximately $12.5 million in cash for assets consisting of
property, plant and equipment of $3.3 million, intangible assets of $3.3 million, goodwill of $5.8 million and other
of $0.1 million on the closing date. The goodwill from the Boca Transaction was assigned to the rendering segment
and is expected to be deductible for tax purposes and the identifiable intangibles have a weighted average life of nine
years.
On August 25, 2008, Darling completed the acquisition of substantially all of the assets of API Recycling's used
cooking oil collection business (the "API Transaction"). The API Transaction included additional consideration that
could be required to be paid each anniversary by the Company, if certain average market prices are achieved over the
three years following the anniversary of the closing of the API Transaction, less on a prorata basis a long term receivable
recorded at closing. During fiscal 2011, the Company paid approximately $1.3 million representing additional
consideration of $1.6 million recorded as goodwill less approximately $0.3 million representing a reduction of the
long term receivable.
On September 11, 2009, the Company sold its Little Rock, Arkansas grease/trap plant to a third party for cash and
other consideration of approximately $1.6 million. Effective September 11, 2009, the consolidated financial
statements do not include the operations of the Little Rock plant. The disclosure of the Little Rock plant as discontinued
operations and the pro forma presentation of the Little Rock plant have not been made because the Company has
determined that the historical revenues and net income are not material to the Company for fiscal 2009.
NOTE 3.
INVENTORIES
A summary of inventories follows (in thousands):
Finished product
Supplies and other
December 31,
2011
January 1,
2011
$
$
46,106
4,724
50,830
$
$
40,927
4,679
45,606
NOTE 4. PROPERTY, PLANT AND EQUIPMENT
A summary of property, plant and equipment follows (in thousands):
Land
Buildings and improvements
Machinery and equipment
Vehicles
Aircraft
Construction in process
Accumulated depreciation
Page 69
December 31,
2011
January 1,
2011
$
$
46,386
117,505
372,988
90,651
11,650
39,442
678,622
(278,400)
400,222
$
$
44,864
110,988
336,856
91,015
11,650
36,312
631,685
(238,265)
393,420
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
NOTE 5.
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,
2011
January 1,
2011
Indefinite Lived Intangible Assets
Trade Names
Finite Lived Intangible Assets:
Routes
Permits
Non-compete agreements
Trade Names
Royalty, consulting and leasehold
Accumulated Amortization:
Routes
Permits
Non-compete agreements
Trade Names
Royalty, consulting and leasehold
$
92,002
92,002
$
95,567
251,413
5,018
539
739
353,276
(55,333)
(24,386)
(2,162)
(37)
(446)
(82,364)
362,914
$
92,002
92,002
96,938
251,413
6,012
539
739
355,641
(48,361)
(5,563)
(2,417)
(2)
(346)
(56,689)
390,954
Total Intangible assets, less accumulated amortization
$
Gross intangible routes and non-compete agreements decreased in fiscal 2011 by approximately $2.4 million due to
asset retirements. Amortization expense for the three years ended December 31, 2011, January 1, 2011 and January 2,
2010, was approximately $28.0 million, $5.6 million and $3.8 million, respectively. Amortization expense for the
next five fiscal years is estimated to be $27.9 million, $27.8 million, $27.8 million, $27.1 million and $21.8 million.
NOTE 6. GOODWILL
Changes in the carrying amount of goodwill (in thousands):
Balance at January 1, 2011
Goodwill
Accumulated impairment losses
Goodwill acquired during year
Impairment losses
Balance at December 31, 2011
Goodwill
Accumulated impairment losses
Rendering
Bakery
Total
$
$
$
340,715
(15,914)
324,801
3,418
—
344,133
(15,914)
328,219
$
$
51,462
—
51,462
1,688
—
53,150
—
53,150
$
392,177
(15,914)
376,263
5,106
—
397,283
(15,914)
381,369
Certain of the Company's rendering facilities are highly dependent on one or few suppliers. It is reasonably possible
that certain of those suppliers could cease their operations or choose a competitor’s services which could have a
significant impact on these facilities.
The process of evaluating goodwill for impairment involves the determination of the fair value of the Company's
reporting units. In fiscal 2011, fiscal 2010 and fiscal 2009, the fair values of the Company’s reporting units containing
goodwill exceeded the related carrying value.
Page 70
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
NOTE 7.
INVESTMENT IN UNCONSOLIDATED SUBSIDIARY
The Company announced on January 21, 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 “Joint Venture”). The Joint Venture is owned 50% / 50% with Valero and was formed to
design, engineer, construct and operate a renewable diesel plant (the “Facility”), which will be capable of producing
approximately 9,300 barrels per day of renewable diesel fuel and certain other co-products, to be located adjacent to
Valero's refinery in Norco, Louisiana. The Joint Venture is in the process of constructing the Facility under an
engineering, procurement and construction contract that is intended to fix the Company's maximum economic exposure
for the cost of the Facility.
On May 31, 2011, the Joint Venture and Diamond Green Diesel LLC, a wholly-owned subsidiary of the Joint Venture
(“Opco”), entered into (i) a facility agreement (the “Facility Agreement”) with Diamond Alternative Energy, LLC, a
wholly-owned subsidiary of Valero (the “Lender”), and (ii) a loan agreement (the “Loan Agreement”) with the Lender,
which will provide the Joint Venture with a 14 year multiple advance term loan facility of approximately $221,300,000
(the “JV Loan”) to support the design, engineering and construction of the Facility, which is now under construction.
The Facility Agreement and the Loan Agreement prohibit the Lender from assigning all or any portion of the Facility
Agreement or the Loan Agreement to unaffiliated third parties. Opco has also pledged substantially all of its assets
to the Lender, and the Joint Venture has pledged all of Opco's equity interests to the Lender, until the JV Loan has
been paid in full and the JV Loan has terminated in accordance with its terms.
Pursuant to sponsor support agreements executed in connection with the Facility Agreement and the Loan Agreement,
each of the Company and Valero are committed to contributing approximately $93.2 million of the estimated aggregate
costs of approximately $407.7 million for the completion of the Facility. The Company is also required to pay for
50% of any cost overruns incurred in connection with the construction of the Facility, including relating to any project
scope changes. As of December 31, 2011 under the equity method of accounting, the Company has an investment in
the Joint Venture of approximately $21.7 million on the consolidated balance sheet and has recorded approximately
$1.6 million in losses in the unconsolidated subsidiary for the year ended December 31, 2011.
NOTE 8. ACCRUED EXPENSES
Accrued expenses consist of the following (in thousands):
December 31,
2011
January 1,
2011
Compensation and benefits
Utilities and sewage
Accrued income, ad valorem, and franchise taxes
Reserve for self insurance, litigation, environmental and
$
tax matters (Note 18)
Medical claims liability
Griffin Transaction step up in tax basis (Note 2)
Other accrued expense
$
28,100
4,992
2,164
9,214
5,579
—
16,796
66,845
$
$
24,920
5,106
2,374
9,042
4,193
13,639
22,424
81,698
NOTE 9. LEASES
The Company leases ten processing plants and storage locations, land surrounding certain processing plants, four
office locations and a portion of its transportation equipment under operating leases. Leases are noncancellable and
expire at various times through the year 2040. Minimum rental commitments under noncancellable leases as of
December 31, 2011, are as follows (in thousands):
Page 71
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
Period Ending Fiscal
2012
2013
2014
2015
2016
Thereafter
Total
$
$
Operating Leases
15,152
12,252
9,277
6,729
4,776
20,308
68,494
Darling through its wholly-owned subsidiary Griffin Industries, Inc., leases two real properties located in Butler,
Kentucky and real properties located in each of Jackson, Mississippi and Henderson, Kentucky from Martom
Properties, LLC, an entity owned in part by Martin W. Griffin, the Company's Executive Vice President – Co-Chief
Operations Officer. The lease term for each of the Butler properties and the Jackson property is thirty years, and the
Company has the right to renew such leases for two additional terms of ten years each. The annual rental payment
for each of the Butler properties is $30,000 for the first five years of the lease term and is increased by the increase
in the consumer price index every five years thereafter. The annual rental payment for the Jackson property is $221,715
for the first five years of the lease term and is increased by the increase in the consumer price index every five years
thereafter. The lease term for the Henderson property is ten years, and the Company has the right to renew such lease
for four additional terms of five years each. The annual rental payment for the Henderson property is $60,000 for the
first five years of the lease term and is increased by the increase in the consumer price index every five years thereafter.
Under the terms of each lease, the Company has a right of first offer and right of first refusal for each of the properties.
Rent expense for the fiscal years ended December 31, 2011, January 1, 2011 and January 2, 2010 was $12.3 million,
$9.7 million and $9.4 million, respectively.
NOTE 10. DEBT
Credit Facilities
Senior Secured Credit Facilities. On December 17, 2010, the Company entered into a credit agreement (the “Credit
Agreement”) in connection with the Griffin Transaction, consisting of a five-year senior secured revolving loan facility
and a six-year senior secured term loan facility. On March 25, 2011, the Company amended its Credit Agreement to
increase the aggregate available principal amount under the revolving loan facility from $325.0 million to $415.0
million (approximately $75.0 million of which will be available for a letter of credit sub-facility and $15.0 million of
which will be available for a swingline sub-facility) and to add additional stepdowns to the pricing grid providing
lower spread margins to the applicable base or Libor rate under the Credit Agreement based on defined leverage ratio
levels. As of December 31, 2011, the Company had availability of $391.6 million under the revolving loan facility,
taking into account no outstanding borrowings and letters of credit issued of $23.4 million. As of December 31,
2011, the Company had repaid approximately $270.0 million of the original $300.0 million term loan issued under
the Credit Agreement, and had an outstanding remaining balance of approximately $30.0 million on its term loan
facilty. The amounts that have been repaid on the term loan may not be reborrowed. As a result of the term loan
payments, the Company incurred a write-off of its senior term loan facilities deferred loan costs of approximately
$4.9 million during fiscal 2011, which is included in interest expense. Additionally, subsequent to December 31,
2011, the Company repaid the remaining $30.0 million of term debt. The revolving credit facility has a five-year
term ending December 17, 2015. The Company used the proceeds of the term loan facility and a portion of the
revolving loan facility to pay a portion of the consideration of its acquisition of Griffin, to pay related fees and expenses
and to provide for working capital needs and general corporate purposes.
The Credit Agreement allows for borrowings at per annum rates based on the following loan types. With respect to
any revolving facility loan, i) an alternate base rate means a rate per annum equal to the greatest of (a) the prime rate
(b) the federal funds effective rate (as defined in the Credit Agreement) plus ½ to 1% and (c) the adjusted London
Inter-Bank Offer Rate (“LIBOR”) for a month interest period plus 1%, plus in each case, a margin determined by
reference to a pricing grid under the Credit Agreement and adjusted according to the Company's adjusted leverage
ratio, and, ii) Eurodollar rate loans bear interest at a rate per annum based on the then applicable LIBOR multiplied
Page 72
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
by the statutory reserve rate plus a margin determined by reference to a pricing grid and adjusted according to the
Company's adjusted leverage ratio. With respect to an alternate base rate loan that is a term loan, at no time will the
alternate base rate be less than 2.50% per annum, plus the term loan alternate base rate margin of 2.50%. With respect
to a LIBOR loan that is a term loan, at no time will the LIBOR rate applicable to the term loans (before giving effect
to any adjustment for reserve requirements) be less than 1.50% per annum, plus the term loan LIBOR margin of
3.50%. At December 31, 2011 under the Credit Agreement, the interest rate for the $30.0 million of term debt that
was outstanding at the alternative base rate plus a margin of 2.5% per annum for a total of 5.75% per annum.
The Credit Agreement contains various customary representations and warranties by the Company, which include
customary use of materiality, material adverse effect and knowledge qualifiers. The Credit Agreement also contains
(a) certain affirmative covenants that impose certain reporting and/or performance obligations on the Company, (b)
certain negative covenants that generally prohibit, subject to various exceptions, the Company from taking certain
actions, including, without limitation, incurring indebtedness, making investments, incurring liens, paying dividends,
and engaging in mergers and consolidations, sale leasebacks and sales of assets, (c) financial covenants such as
maximum total leverage ratio and a minimum fixed charge coverage ratio and (d) customary events of default (including
a change of control). Obligations under the Credit Agreement may be declared due and payable upon the occurrence
of such customary events of default.
On December 17, 2010, the Company repaid the balance plus accrued interest on the term facility under the former
credit agreement and incurred a write-off of deferred loan costs of approximately $0.9 million.
Senior Notes. On December 17, 2010, Darling issued $250.0 million aggregate principal amount of its 8.5% Senior
Notes due 2018 (the “Restricted Notes”) under an indenture with U.S. Bank National Association, as trustee. Darling
used the net proceeds from the sale of the Restricted Notes to finance in part the cash portion of the purchase price
paid in connection with Darling's acquisition of Griffin. The Company will pay 8.5% annual cash interest on the
Restricted Notes on June 15 and December 15 of each year, commencing June 15, 2011. Other than for extraordinary
events such as change of control and defined assets sales, the Company is not required to make any mandatory
redemption or sinking fund payments on the Restricted Notes.
The original holders of the Restricted Notes were given the benefit of registration rights pursuant to a registration
rights agreement (the “Notes Registration Rights Agreement”) with the representative of the initial purchasers. In
accordance with the terms of the Notes Registration Rights Agreement, on June 15, 2011, the Company filed a
registration statement on Form S-4 to offer to exchange all outstanding Restricted Notes for $250.0 million 8.5%
Senior Notes due 2018 (the “Exchange Notes” and collectively with the Restricted Notes, the “Notes”). The exchange
offer was made effective June 27, 2011 and expired July 27, 2011 with the Company offering to exchange all
outstanding Restricted Notes that were validly tendered and not withdrawn prior to the expiration or termination of
the exchange offer for an equal principal amount of the applicable Exchange Notes. All of the Notes have been
exchanged. The terms of the Exchange Notes are substantially identical in all material respects to those of the applicable
outstanding Restricted Notes, except that transfer restrictions, registration rights and additional interest provisions
relating to the Restricted Notes do not apply to the Exchange Notes. The Exchange Notes have been issued under
the same indenture as the Restricted Notes. The Company did not receive any proceeds from the exchange offer. The
Exchange Notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of
such methods. The Company does not plan to list the Notes on a national market.
The Company may at any time and from time to time purchase Notes in the open market or otherwise. The Notes are
redeemable, in whole or in part, at any time on or after December 15, 2014 at the redemption prices specified in the
indenture. Prior to December 15, 2014, the Company may redeem all of the Notes at a redemption price of 100% of
the principal amount of the Notes redeemed, plus accrued and unpaid interest to the redemption date and an applicable
premium as specified in the indenture.
On and after December 15, 2014, the Company may redeem all or, from time to time, a part of the Notes (including
any additional Notes) upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed
as a percentage of principal amount), plus accrued and unpaid interest on the Notes, if any, to the applicable redemption
date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest
payment date), if redeemed during the twelve-month period beginning on December 15 of the years indicated below:
Page 73
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
Year
2014
2015
2016 and thereafter
Percentage
104.250%
102.125%
100.000%
In addition, until December 15, 2013, the Company may, at its option, redeem up to 35% of the original principal
amount of the Notes and any issuance of additional Notes with the net cash proceeds of one or more equity offerings
at a redemption price equal to 108.5% of the principal amount thereof, plus accrued and unpaid interest, if any, to the
redemption date, subject to the right of holders of record on the relevant record date to receive interest due on the
relevant interest payment date; provided that at least 65% of the original principal amount of the Notes and any
issuance of additional Notes remains outstanding immediately after each such redemption; provided further that the
redemption occurs within 90 days after the closing of such equity offering.
The indenture contains covenants limiting Darling's ability and the ability of its restricted subsidiaries to, among other
things; incur additional indebtedness or issue preferred stock; pay dividends on or make other distributions or
repurchase of Darling's capital stock or make other restricted payments; create restrictions on the payment of dividends
or 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 all or
substantially all of Darling's assets.
The indenture also provides for customary events of default, including, without limitation, payment defaults, covenant
defaults, cross acceleration defaults to certain other indebtedness in excess of specified amounts, certain events of
bankruptcy and insolvency and judgment defaults in excess of specified amounts. If any such event of default occurs
and is continuing under the indenture, the Trustee or the holders of at least 25% in principal amount of the total
outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the
then outstanding Notes issued under the indenture to be due and payable immediately.
The Credit Agreement and the Notes consisted of the following elements at December 31, 2011 and January 1, 2011,
respectively (in thousands):
Senior Notes
8.5% Senior Notes due 2018
Credit Agreement and Former Credit Agreement:
Term Loan
Revolving Credit Facility:
Maximum availability
Borrowings outstanding
Letters of credit issued
Availability
December 31,
2011
January 1,
2011
$
$
$
$
250,000
$
250,000
30,000
415,000
—
23,440
391,560
$
$
$
300,000
325,000
160,000
23,383
141,617
In connection with the Credit Agreement and the Notes the Company incurred approximately $24.0 million of deferred
loan costs.
The obligations under the Credit Agreement are guaranteed by Darling National, Griffin, and its subsidiary, Craig
Protein Division, Inc ("Craig Protein"”) and are secured by substantially all of the property of the Company, including
a pledge of 100% of the stock of all material domestic subsidiaries and 65% of the capital stock of certain foreign
subsidiaries. The Notes are guaranteed on an unsecured basis by Darling’s existing restricted subsidiaries, including
Griffin and all of its subsidiaries, other than Darling’s foreign subsidiaries, its captive insurance subsidiary and any
inactive subsidiary with nominal assets. The Notes rank equally in right of payment to any existing and future senior
debt of Darling. The Notes will be effectively junior to existing and future secured debt of Darling and the guarantors,
including debt under the Credit Agreement, to the extent of the value of assets securing such debt. The Notes will be
Page 74
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
structurally subordinated to all of the existing and future liabilities (including trade payables) of each of the subsidiaries
of Darling that do not guarantee the Notes. The guarantees by the Guarantors (the "Guarantees") rank equally in right
of payment to any existing and future senior indebtedness of the guarantors. The Guarantees will be effectively junior
to existing and future secured debt of the Guarantors including debt under the Credit Agreement, to the extent the
value of the assets securing such debt. The Guarantees will be structurally subordinated to all of the existing and future
liabilities (including trade payables) of each of the subsidiaries of each Guarantor that do not guarantee the Notes.
As of December 31, 2011, the Company believes it is in compliance with all of the financial covenants, as well as all
of the other covenants contained in the Credit Agreement and Indenture.
Debt consists of the following (in thousands):
Credit Agreement:
Revolving Credit Facility
Term Loan
8.5% Senior Notes due 2018
Other Notes
Less Current Maturities
December 31,
2011
January 1,
2011
$
$
—
30,000
250,000
30
280,030
10
280,020
$
$
160,000
300,000
250,000
39
710,039
3,009
707,030
Maturities of long-term debt at December 31, 2011 follow (in thousands):
2012
2013
2014
2015
2016
thereafter
Contractual
Debt Payment
$
$
10
316
391
305
29,008
250,000
280,030
The Company entered into a Bridge Facility (the "Bridge Facility") commitment with the parties to the Senior Secured
Facilities in the aggregate principal amount not to exceed $250.0 million. The proceeds of the Bridge Facility if drawn
were to be used to finance in part the Griffin Transaction. The Bridge Facility was available to ensure that the Griffin
Transaction would close if certain unsecured financing related to the Company's acquisition did not get issued prior
to the closing of the Merger. The Company incurred a commitment fee of approximately $3.1 million for the Bridge
Facility. The Company recorded the commitment fee as interest expense when the Bridge Facility expired in 2010.
NOTE 11. OTHER NONCURRENT LIABILITIES
Other noncurrent liabilities consist of the following (in thousands):
Accrued pension liability (Note 14)
Reserve for self insurance, litigation, environmental and tax
matters (Note 18)
Other
Page 75
December 31,
2011
January 1,
2011
$
$
27,318
$
18,068
28,810
2,117
58,245
$
26,756
5,936
50,760
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
NOTE 12. INCOME TAXES
FASB authoritative guidance prescribes accounting for and disclosure of uncertain tax positions ("UTP") and requires
application of a more likely than not threshold to the recognition and de-recognition of UTP. FASB authoritative
guidance permits recognition of the amount of tax benefit that has a greater than 50 percent likelihood of being realized
upon settlement. A change in judgment related to the expected ultimate resolution of UTP is recognized in earnings
in the quarter of change. At December 31, 2011 and January 1, 2011, the Company had $0.2 million and $0.1 million,
respectively of gross unrecognized tax benefits; if recognized, the net impact on the Company’s effective tax rate
would be less than $0.2 million and $0.1 million, respectively. The Company recognizes accrued interest and penalties,
as appropriate, related to unrecognized tax benefits as a component of income tax expense.
In fiscal 2011, the Company's major taxing jurisdictions include the U.S. (federal and state). The Company is no
longer subject to federal examinations on years prior to fiscal 2007. The number of years open for state tax audits
varies, depending on the tax jurisdiction, but is generally from three to five years. Currently, several state examinations
are in progress. The Company does not anticipate that any state or federal audits will have a significant impact on
the Company’s results of operations or financial position. In addition, the Company does not reasonably expect any
significant changes to the estimated amount of liability associated with the Company's unrecognized tax positions in
fiscal 2012.
Income tax expense attributable to income from continuing operations before income taxes consists of the
following (in thousands):
Current:
Federal
State
Foreign
Deferred:
Federal and State
December 31,
2011
January 1,
2011
January 2,
2010
$
$
58,903
13,461
467
30,045
102,876
$
$
21,491
4,356
—
253
26,100
$
$
11,741
2,702
—
10,646
25,089
Income tax expense for the years ended December 31, 2011, January 1, 2011 and January 2, 2010, differed from the
amount computed by applying the statutory U.S. federal income tax rate to income from continuing operations before
income taxes as a result of the following (in thousands):
Computed "expected" tax expense
State income taxes
Section 199 deduction
Non-deductible employee compensation
Tax credits
Tax reserves
Other, net
December 31,
2011
January 1,
2011
January 2,
2010
$
$
95,303
10,621
(5,306)
778
(58)
44
1,494
102,876
$
$
24,620
2,679
(2,079)
363
(80)
(52)
649
26,100
$
$
23,408
2,491
(744)
201
(441)
(212)
386
25,089
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred
tax liabilities at December 31, 2011 and January 1, 2011 are presented below (in thousands):
Page 76
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
Deferred tax assets:
Net operating loss carryforwards
Loss contingency reserves
Employee benefits
Pension liability
Intangible assets amortization, including taxable goodwill
Other
Total gross deferred tax assets
Less valuation allowance
Net deferred tax assets
Deferred tax liabilities:
Intangible assets amortization, including taxable goodwill
Property, plant and equipment depreciation
Other
Total gross deferred tax liabilities
December 31,
2011
January 1,
2011
$
$
$
1,515
8,867
3,380
19,000
2,957
9,477
45,196
(46)
45,150
(14,152)
(43,472)
(11,194)
(68,818)
(23,668)
$
1,754
9,941
3,453
12,623
233
6,705
34,709
(45)
34,664
—
(23,192)
(10,438)
(33,630)
1,034
At December 31, 2011, the Company had net operating loss carryforwards for federal income tax purposes of
approximately $4.0 million expiring through 2020. The availability of the net operating loss carryforwards to reduce
future taxable income is subject to various limitations. As a result of the change in ownership which occurred pursuant
to the May 2002 recapitalization, utilization of the net operating loss carryforwards is limited to approximately $0.7
million per year for the remaining life of the net operating losses.
The Company has assessed that it is more likely than not that it will generate sufficient taxable income in future
periods to realize its deferred income tax assets.
NOTE 13. STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION
On January 27, 2011, the Company entered into an underwritten public offering for 24,193,548 shares of its common
stock, at a price to the public of $12.70 per share, pursuant to an effective shelf registration statement. The offering
closed on February 2, 2011. In addition, certain former stockholders of Griffin Industries, Inc. (pursuant to such
stockholders' contractual registration rights) granted the underwriters a 30-day option, which the underwriters
subsequently exercised in full, to purchase from them up to an additional 3,629,032 shares of Darling common stock
to cover over-allotments. The Company used the net proceeds of approximately $292.7 million from the offering to
repay all of its then outstanding revolver balance and a portion of its term loan facility under the Company's Credit
Agreement. Darling did not receive any proceeds from the sale of shares by the former stockholders of Griffin.
On December 21, 2010 a special meeting of the stockholders was held and a proposal to approve an amendment to
Darling's restated certificate of incorporation, as amended, to increase the total number of authorized shares of common
stock, par value $0.01, from 100,000,000 to 150,000,000 was approved.
On May 11, 2005, the shareholders approved the Company's 2004 Omnibus Incentive Plan (the "2004 Plan"). The
2004 Plan replaced both the 1994 Employee Flexible Stock Option Plan and the Non-Employee Directors Stock
Option Plan and thus broadens the array of equity alternatives available to the Company. On May 11, 2010, the
shareholders reapproved the performance measures under the 2004 Plan. Under the 2004 Plan, the Company is
allowed to 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 6,074,969 common shares available under the 2004
Plan which may be granted to any participant in any plan year as defined in the 2004 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 2004 Plan. The 2004
Page 77
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
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 2004 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 defined in the 2004 Plan. The Committee
has adopted a Long-Term Incentive Plan (the "LTIP") for the Company's key employees, as a subplan under the terms
of the 2004 Plan. The principal purpose of the LTIP is to encourage the Company's executives 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 executives. The Committee awarded dollar value performance based restricted stock and stock option opportunities
under the LTIP in each of fiscal 2011, 2010 and 2009 to certain of the Company's officers, including the Chief Executive
Officer and certain of its Executive Vice Presidents. The restricted stock and stock options underlying the LTIP are
issued only if a predetermined financial objective is met by the Company. The Company met the financial objective
for fiscal 2010 and fiscal 2009 and those shares and options were issued in accordance with the terms of the LTIP
plan. See Long-Term Incentive Opportunity Awards below for a discussion on the fiscal 2011 LTIP plan. The
Company’s stock options granted under the 2004 Plan generally terminate 10 years after date of grant. At December 31,
2011, the number of common shares available for issuance under the 2004 Plan was 1,603,522.
The following is a summary of stock-based compensation granted during the years ended December 31, 2011,
January 1, 2011 and January 2, 2010.
Nonqualified Stock Options. On March 10, 2009, the Company granted 24,000 nonqualified stock options in the
aggregate to the non-employee directors. The exercise price for the March 10, 2009 stock options was $2.94 per share
(fair market value at the close of the trading day immediately preceding the grant date). On March 9, 2010, the
Company granted 24,000 nonqualified stock options in the aggregate to the non-employee directors. The exercise
price for March 9, 2010 stock options was $8.21 per share (fair market value at the close of the trading day immediately
preceding the grant date). All of the non-employee director stock options vest 25 percent six months after the grant
date and 25 percent on each of the first three anniversary dates thereafter.
On March 9, 2010, the Company's board of directors granted 53,722 nonqualified stock options in the aggregate under
the Company’s LTIP to certain of the Company’s employees. The exercise price for the March 9, 2010 stock options
was $8.21 per share (fair market value at the close of the trading day immediately preceding the grant date). On
March 8, 2011, the Company's board of directors granted 73,834 nonqualified stock options in the aggregate under
the Company’s LTIP to certain of the Company’s employees. The exercise price for the March 8, 2011 stock options
was $14.50 per share (fair market value at the close of the trading day immediately preceding the grant date). All of
these awards vest 25 percent upon grant and 25 percent on each of the first three anniversary dates of the grant
thereafter.
Incentive Stock Options. For fiscal 2011, 2010 and 2009 none of the options issued were incentive stock options.
A summary of all stock option activity as of December 31, 2011 and changes during the year ended is presented below.
Options outstanding at January 1, 2011
Granted
Exercised
Forfeited
Expired
Options outstanding at December 31, 2011
Options exercisable at December 31, 2011
Number of
shares
Weighted-avg.
exercise price
per share
Weighted-avg.
remaining
contractual life
867,022
73,834
(121,722)
(6,000)
—
813,134
721,022
$
$
$
4.20
14.50
4.34
6.45
—
5.10
4.26
4.0 years
3.4 years
The fair value of each stock option grant under the Company's stock option plan was estimated on the date of grant
using the Black Scholes option-pricing model with the following weighted average assumptions and results for fiscal
2011, 2010 and 2009.
Page 78
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
Weighted Average
Expected dividend yield
Risk-free interest rate
Expected term
Expected volatility
Fair value of options granted
2011
0.0%
2.53%
5.75 years
61.1%
$8.26
2010
0.0%
2.73%
5.77 years
60.2%
$4.80
2009
0.0%
2.31%
5.80 years
58.4%
$1.76
The expected lives for options granted during fiscal 2011, 2010 and 2009 were computed using the simplified method.
At December 31, 2011, $8.3 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) related to outstanding non-vested
options and stock awards is expected to be recognized over a weighted average period of 1.7 years.
For the year ended December 31, 2011, the amount of cash received from the exercise of options was approximately
$0.5 million and the related tax benefits was approximately $1.1 million. For the years ended January 1, 2011 and
January 2, 2010, the amount of cash received from the exercise of options was insignificant and the related tax benefits
were approximately $0.2 million and less than $0.1 million, respectively. The total intrinsic value of options exercised
for the years ended December 31, 2011, January 1, 2011 and January 2, 2010 was approximately $1.4 million, $0.1
million and $0.1 million, respectively. The fair value of shares vested for the years ended December 31, 2011,
January 1, 2011 and January 2, 2010 was approximately $3.7 million, $2.0 million and $0.7 million, respectively. At
December 31, 2011, the aggregate intrinsic value of options outstanding was approximately $6.8 million and the
aggregate intrinsic value of options exercisable was approximately $6.6 million.
Non-Vested Stock Awards. On March 10, 2009, the Company’s board of directors granted 410,076 shares of stock,
366,326 shares were under the Company’s LTIP and 43,750 shares were granted as a one-time issuance to other
employees not part of the Company’s LTIP. At the March 10, 2009 grant date 102,518 shares vested immediately and
the remaining stock awards vest over the next three anniversary dates of the grants in equal installments. On March 9,
2010, the Company's board of directors granted 241,183 shares of stock, 161,183 shares were under the Company's
LTIP and 80,000 shares were granted as a one-time issuance to other employees not part of the Company’s LTIP. At
the March 9, 2010 grant date 60,296 shares vested immediately and the remaining stock awards vest over the next
three anniversary dates of the grants in equal installments. On March 8, 2011, the Company's board of directors
granted 221,503 shares of stock all of which were under the Company's LTIP. At the March 8, 2011 grant date 55,376
shares vested immediately and the remaining stock awards vest over the next three anniversary dates of the grants in
equal installments. On August 29, 2011, the Company's board of directors granted 10,878 shares of stock to certain
key employees as a one-time issuance. At the August 29, 2011 grant date 2,720 shares vested immediately and the
remaining stock awards vest over the next three anniversary dates of the grants in equal installments.
On November 11, 2010, the Company's board of directors approved award opportunities for 640,000 non-vested
restricted shares at $12.53 (fair market value at grant date) under the Company's 2010 Special Incentive Program (as
more fully described below). These restricted shares vest upon the closing of the Merger and achievement of certain
varying market conditions over vesting periods spanning 4 years.
A summary of the Company’s non-vested stock awards as of December 31, 2011, and changes during the year ended
is as follows:
Stock awards outstanding January 1, 2011
Shares granted
Shares vested
Shares forfeited
Stock awards outstanding December 31, 2011
Page 79
Non-Vested
Shares
1,006,108
232,381
(284,219)
—
954,270
Weighted Average
Grant Date
Fair Value
$
$
7.75
14.57
8.53
—
9.18
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
Nonemployee Director Restricted Stock Awards. On March 9, 2006, the Company's Board of Directors approved a
Non-Employee Director Restricted Stock Award Plan (as subsequently amended, the "Director Restricted Stock Plan")
pursuant to and in accordance with the 2004 Plan in order to attract and retain highly qualified persons to serve as
non-employee directors and to more closely align such directors' interests with the interests of the stockholders of the
Company by providing a portion of their compensation in the form of Company common stock.
Under the Director Restricted Stock Plan, $60,000 in restricted Company common stock (the "Restricted Stock") will
be awarded to each non-employee director on the fourth business day after the Company releases its earnings for its
prior completed fiscal year (the "Date of Award"). The amount of restricted stock to be issued will be calculated using
the closing price of the Company’s common stock on the third business day after the Company releases its earnings. The
Restricted Stock will be subject to a right of repurchase at $0.01 per share upon termination of the holder as a member
of the Company's board of directors for cause and will not be transferable. These restrictions will lapse with respect
to 100% of the Restricted Stock upon the earliest to occur of (i) ten years after the Date of Award, (ii) a Change of
Control (as defined in the 2004 Plan), and (iii) termination of the non-employee director's service with the Company,
other than for "cause" (as defined in the Director Restricted Stock Plan). On March 8, 2011, the Company issued
24,828 shares of restricted stock in the aggregate to its non-employee directors under the Director Restricted Stock
Plan. On May 18, 2011, the Company issued 4,652 shares of restricted stock in the aggregate to its two newly elected
non-employee directors under the Director Restricted Stock Plan. On March 9, 2010, the Company issued 14,616
shares of restricted stock in the aggregate to its non-employee directors under the Director Restricted Stock Plan. On
March 10, 2009, the Company issued 40,818 shares of restricted stock in the aggregate to its non-employee directors
under the Director Restricted Stock Plan.
A summary of the Company’s directors’ restricted stock awards as of December 31, 2011, and changes during the
year ended is as follows:
Stock awards outstanding January 1, 2011
Restricted shares granted
Restricted shares where the restriction lapsed
Restricted shares forfeited
Stock awards outstanding December 31, 2011
Restricted
Shares
Weighted Average
Grant Date
Fair Value
94,148
29,480
(36,374)
—
87,254
$
$
5.52
14.93
7.70
—
7.79
Fiscal 2011 Long-Term Incentive Opportunity Awards. The Committee awarded dollar value performance based
restricted stock and stock option opportunities under the LTIP for fiscal 2011 to certain of the Company's officers,
including the Chief Executive Officer and certain of its Executive Vice Presidents (the "2011 Restricted Stock and
Option Awards"). The restricted stock and stock options underlying the 2011 Restricted Stock and Option Awards
are issued only if a predetermined financial objective is met by the Company. The Company met the financial objective
for fiscal 2011. Accordingly, in accordance with the terms of the 2011 Restricted Stock and Option Awards, it is
anticipated that the restricted stock representing 80% of the potential award and stock options representing 20% of
the potential award will be granted and issued to the recipients on the fourth business day after the Company releases
its annual financial results for fiscal 2011. The amount of restricted stock and stock options to be issued was
predetermined using a discounted per share price. The "Discounted Per Share Price" is derived by discounting the
closing market price of the Company's common stock as of the last trading day of the immediately preceding fiscal
year to account for forfeiture of the restricted stock based on, among other things, the probability of the failure of the
restricted stock to be granted and the failure of the Company to meet the required performance measures. The stock
options will have an exercise price equal to the fair market value of the Company's common stock on the third business
day after the Company releases its annual financial results.
The above 2011 Restricted Stock and Option Awards and prior year LTIP awards are treated as a liability until the
grant date when the number of shares and options to be issued is known, and then it becomes equity-classified. At
December 31, 2011 and January 1, 2011 the Company recorded a liability of approximately $4.0 million and $2.6
million on the balance sheet for the long-term incentive opportunities.
Page 80
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
2010 Special Incentive Program Awards. On November 11, 2010, the Committee approved a 2010 Special Incentive
Program (the "2010 Special Incentive Program") for certain key employees of the Company pursuant to the Company's
2004 Omnibus Incentive Plan, conditioned upon the closing of the Merger. Under the 2010 Special Incentive Program,
certain key employees (the "Participating Employees") upon successful completion of the Merger became eligible to
receive a total of 640,000 shares of restricted stock of which 110,000 shares have been issued as of December 31,
2011. The stock vests upon the closing of the Merger and achievement of certain varying market conditions over
vesting periods spanning 4 years. A Participating Employee will not be entitled to receive any grant under the Restricted
Stock Award if such Participating Employee’s employment with the Company has terminated, voluntarily or
involuntarily, prior to the determination that the conditions to receive the Restricted Stock Award have been fulfilled.
NOTE 14. EMPLOYEE BENEFIT PLANS
The Company has retirement and pension plans covering substantially all of its 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. Defined benefits are based principally on length of service and earnings patterns
during the five years preceding retirement. During the third quarter of fiscal 2011, as part of the initiative to combine
the Darling and Griffin retirement benefit programs, the Company's Board of Directors authorized the Company to
proceed with the restructuring of its retirement benefit program effective January 1, 2012, to include the closing of
Darling's 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 defined contribution plans.
Also effective January 1, 2012, the Griffin hourly 401(k) plan will merge into the Darling International Inc. Hourly
401(k) Savings Plan. Effective January 1, 2012, all of the Company’s hourly employees are eligible to participate in
this plan, which allows for elective deferrals, an employer match equal to 25% up to 6% of a participants deferrals
each pay period and an employer contribution based on age (ranging from 2-5% of compensation per year). Previously,
the Company's employer match was equal to 100% of the first $10 per pay period deferred by a participant, with a
maximum of $520 per year, and an employer contribution equal to $520 per year. Effective January 1, 2012, Darling
International Inc.'s Hourly 401(k) Savings Plan accepted the transfer of assets and liabilities of the hourly employees
of Griffin that had account balances in the Griffin plans which existed prior to January 1, 2012. The Company's
matching portion to the Darling International Inc. Hourly 401(k) Savings plan for fiscal 2011, 2010 and 2009 was
approximately $0.7 million each year.
Effective January 1, 2012, the Griffin salaried 401(k) plan will merge into the Darling International Inc. 401(k) Savings
Plan, a defined contribution plan, which was amended and now includes an employer match equal to 25% up to 6%
of a participants deferrals each pay period and an employer contribution based on age (ranging from 3-6% of
compensation per year). Previously, the Darling International Inc. Salaried 401(k) Savings Plan included an employer
contribution based on age (ranging from 2-5% of compensation per year). Effective January 1, 2012, Darling
International Inc.'s Salaried 401(k) Savings Plan accepted the transfer of assets and liabilities of the salaried employees
of Griffin that had account balances in the Griffin plans which existed prior to January 1, 2012. The Company’s
annual employer contribution portion to the Darling International Inc. Salaried 401(k) Savings Plan for fiscal 2011,
2010 and 2009 was approximately $1.5 million each year.
Under Griffins old defined contribution plans the Company made matching contributions for fiscal 2011 of
approximately $0.5 million and immaterial amounts in fiscal 2010.
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 in the year in which they occur.
The following table sets forth the plans’ funded status and amounts recognized in the Company's consolidated balance
sheets based on the measurement date (December 31, 2011 and January 1, 2011) (in thousands):
Page 81
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
Change in projected benefit obligation:
Projected benefit obligation at beginning of period
Service cost
Interest cost
Actuarial loss
Benefits paid
Effect of curtailment
Other
Projected benefit obligation at end of period
Change in plan assets:
Fair value of plan assets at beginning of period
Actual return on plan assets
Employer contribution
Benefits paid
Fair value of plan assets at end of period
Funded status
Net amount recognized
Amounts recognized in the consolidated balance
sheets consist of:
Non-current liability
Net amount recognized
Amounts recognized in accumulated other
comprehensive loss consist of:
Net actuarial loss
Prior service cost
Net amount recognized (a)
December 31,
2011
January 1,
2011
$
$
$
$
$
$
111,376
1,178
6,052
18,028
(4,336)
(8,911)
166
123,553
93,308
(3,274)
10,537
(4,336)
96,235
(27,318)
(27,318)
(27,318)
(27,318)
48,702
277
48,979
$
$
$
$
$
$
103,159
1,056
5,959
4,996
(3,794)
—
—
111,376
84,099
11,974
1,029
(3,794)
93,308
(18,068)
(18,068)
(18,068)
(18,068)
32,146
264
32,410
(a) Amounts do not include deferred taxes of $18.6 million and $12.2 million at December 31, 2011 and January 1,
2011, respectively.
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
December 31,
2011
January 1,
2011
$
$
123,553
123,553
96,235
111,376
103,946
93,308
Net pension cost includes the following components (in thousands):
Service cost
Interest cost
Expected return on plan assets
Net amortization and deferral
Curtailment
Net pension cost
December 31,
2011
January 1,
2011
January 2,
2010
$
$
1,178
6,052
(6,888)
2,814
63
3,219
$
$
1,056
5,959
(6,389)
3,242
—
3,868
$
$
984
5,767
(4,811)
4,321
—
6,261
Page 82
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
Amounts recognized in accumulated other comprehensive income (loss) for the year ended (in thousands):
Actuarial gains recognized:
Reclassification adjustments
Actuarial (loss)/gain recognized during the
period
Prior service (cost) credit recognized:
Reclassification adjustments
Prior service cost arising during the period
2011
2010
$
1,668
$
1,917
(11,806)
55
(63)
(10,146)
$
$
361
68
—
2,346
The estimated amount that will be amortized from accumulated other comprehensive loss into net periodic pension
cost in fiscal 2012 is as follows (in thousands):
Net actuarial loss
Prior service cost
2012
4,757
89
4,846
$
$
Weighted average assumptions used to determine benefit obligations were:
Discount rate
Rate of compensation increase
December 31,
2011
4.50%
—%
January 1,
2011
5.55%
4.16%
January 2,
2010
5.90%
4.08%
Weighted average assumptions used to determine net periodic benefit cost for the employee benefit pension plans
were:
Discount rate
Rate of increase in future compensation levels
Expected long-term rate of return on assets
December 31,
2011
5.55%
4.16%
7.85%
January 1,
2011
5.90%
4.08%
7.85%
January 2,
2010
6.10%
4.08%
8.10%
Consideration was made to the long-term time horizon for the 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 60% equity
and 40% fixed income, several years in the last ten years (except for 2008) having strong double digit returns as well
as several years of single digit losses, the Company believes it is reasonable to expect a long-term rate of return of
7.85% for the plans' investments as a whole.
Plan Assets
The Company's pension plan weighted-average asset allocations at December 31, 2011 and January 1, 2011, by asset
category, are as follows:
Page 83
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
Asset Category
Equity Securities
Debt Securities
Other
Total
Plan Assets at
December 31,
2011
59.7%
40.3%
—%
100.0%
January 1,
2011
59.8%
40.2%
—%
100.0%
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 are the most critical element in achieving funding objectives, while reliance on contributions is a
secondary element.
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. 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 2008 reinforced the appropriateness of the Company's target asset allocation ranges described herein.
Based upon the plans’ time horizon, risk tolerances, performance expectations, asset class constraints and asset-liability
study results, target asset allocation ranges are as follows:
Fixed Income
Domestic Equities
International Equities
35% - 45%
45% - 55%
7% - 13%
The fixed income allocation is invested in corporate and government bonds primarily denominated in U.S. dollar,
private and publicly traded mortgages, private placement debt and cash equivalents. The average maturity of these
issues does not exceed ten years. The portfolio is expected to be well-diversified.
The domestic equity allocation is invested in stocks traded on one of the U.S. stock exchanges. Securities convertible
into such stocks, convertible bonds and preferred stock, may also be purchased. The majority of the domestic equities
are invested in mutual funds that are well-diversified among growth and value stocks categorized in large, mid and
small cap asset classes. By definition, small cap investments carry greater risk than large and mid cap, but also are
expected to create greater returns over time than large and mid cap. By definition large cap investments carry less
risk than small and mid cap, and are expected to return less than small and mid cap over time. By definition mid cap
investments fall between small and large cap stocks concerning riskiness and expected return. Small company
definitions fluctuate with market levels but generally will be considered companies with market capitalizations between
$300 million and $2 billion. The portfolio will be diversified in terms of individual company securities and
industries. No individual equity or individual fixed income investment comprised more than 1.5% of the defined
benefit plans' total assets (excluding U.S. government issues).
The international equity allocation is invested in companies whose stock is traded outside the U.S. and/or companies
that conduct the major portion of their business outside of the U.S. The portfolio may invest in ADR's. The emerging
market portion of the international equity investment is held below 10% due to greater volatility in the asset class. The
portfolio is well-diversified in terms of companies, industries and countries.
All investment objectives are expected to be achieved over a market cycle anticipated to be a period of five to seven
years. Reallocations are performed on a monthly basis to retain target allocation ranges.
Page 84
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
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):
(In thousands of dollars)
Balances as January 1, 2011
Fixed Income:
Long Term
Short Term
Equity Securities:
Domestic equities
International equities
Totals
Balances as December 31, 2011
Fixed Income:
Long Term
Short Term
Equity Securities:
Domestic equities
International equities
Totals
$
$
$
$
Total
Fair Value
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
$
32,734
4,741
45,465
10,368
93,308
33,872
4,918
47,122
10,323
96,235
$
$
32,734
4,298
45,465
10,368
92,865
33,872
4,461
47,122
10,323
95,778
$
$
$
$
—
443
—
—
443
—
457
—
—
457
$
$
$
$
—
—
—
—
—
—
—
—
—
—
During fiscal 2010 the Company increased its pension investment options allowing for investing directly into mutual
funds whereby the Company believes it gives the pension plan assets more options and a greater long term return
potential. As a result the Company has transferred its pension assets in fiscal 2010 from pooled separate accounts
("PSA") accounts to assets nearly 100% comprised of mutual funds, which are publicly traded in an active market. The
particular shares used in the defined benefit plans are either retirement plan shares or A-shares with no loads. The
fair value of each mutual fund is based on the market value of the underlying investments.
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 $2.3 million to meet
funding requirements for its pension plans in fiscal 2012.
Estimated Future Benefit Payments
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid (in
thousands):
Page 85
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
Year Ending
2012
2013
2014
2015
2016
Years 2017 – 2021
$
Pension Benefits
4,860
4,950
5,380
5,690
5,880
34,190
Multiemployer Pension Plans
The Company participates in various multi-employer pension plans which provide defined benefits to certain
employees covered by labor contracts. 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 Financial Accounting Standards Board ("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 two significant multiemployer plans (contributions in
thousands):
Pension
Fund
EIN Pension
Pension Protection
Act Zone Status
Plan Number
2011
2010
FIP/RP
Status
Pending/
Implemented
Contributions
2011
2010
2009
Expiration
Date of
Collective
Bargaining
Agreement
Western Conference of Teamsters
Pension Plan
Central States, Southeast and
Southwest Areas Pension Plan (a)
All other multiemployer plans
91-6145047 / 001
Green
Green
36-6044243 / 001
Red
Red
No
Yes
$
1,386
$
1,401
$
1,324
January 2014 (b)
705
1,009
630
869
602
874
August 2014 (c)
Total Company Contributions
$
3,100
$
2,900
$
2,800
(a)
In July 2005 this plan received a 10 year extension from the IRS for amortizing unfunded liabilities.
(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 January 1, 2014.
(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. Certain of these agreements have
expired and are being renegotiated with others having expiration dates through August 6, 2014.
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 $3.1 million, $2.9 million and $2.8 million for the years ended December 31, 2011, January 1, 2011 and
January 2, 2010, respectively.
In June 2009, the Company received a notice of a mass withdrawal termination and a notice of initial withdrawal
liability from a multi-employer plan in which it participated. The Company had anticipated this event and as a result
had accrued approximately $3.2 million as of January 3, 2009 based on the most recent information that was probable
and estimable for this plan. The plan had given a notice of redetermination liability in December 2009. In fiscal
2010, the Company received further third party information confirming the future payout related to this multi-employer
plan. As a result, the Company reduced its liability to approximately $1.2 million. In fiscal 2010, another underfunded
multi-employer plan in which the Company participates gave notification of partial withdrawal liability. As of
December 31, 2011, the Company has an accrued liability of approximately $1.0 million representing the present
Page 86
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
value of scheduled withdrawal liability payments under this multi-employer plan. While the Company has no ability
to calculate a possible current liability for under-funded multi-employer plans that could terminate or could
require additional funding under the Pension Protection Act of 2006, the amounts could be material.
NOTE 15. 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.
The Company makes limited use of derivative instruments to manage cash flow risks related to interest expense,
natural gas usage, diesel fuel usage and inventory. The Company does not use derivative instruments for trading
purposes. Interest rate swaps are entered into with the intent of managing overall borrowing costs by reducing the
potential impact of increases in interest rates on floating-rate long-term debt. 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 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. Inventory swaps and options are entered into with the intent
of managing seasonally high concentrations of MBM, PM, BFT, PG, YG and BBP inventories by reducing the potential
impact of decreasing prices. At December 31, 2011, the Company had natural gas swaps outstanding that qualified
and were designated for hedge accounting as well as heating oil swaps and natural gas swaps that did not qualify and
were not designated for hedge accounting.
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 effective portion
of 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 as well as the ineffective portion of the
gain or loss are 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.
Cash Flow Hedges
On May 19, 2006, the Company entered into two interest rate swap agreements that were considered cash flow hedges
according to FASB authoritative guidance. In December 2010, as a result of the Merger and entry into a new Credit
Agreement the term loan that specifically related to these interest swap transactions was repaid. As such, the Company
discontinued the interest rate swaps and paid approximately $2.0 million representing the fair value of these two
interest swap transactions at the discontinuance date with the effective portion recorded in accumulated other
comprehensive loss to be reclassified to income over the remaining original term of the interest rate swaps which ends
April 7, 2012.
In fiscal 2010, the Company entered into natural gas swap contracts that are considered cash flow hedges. Under the
terms of the natural gas swap contracts the Company fixed the expected purchase cost of a portion of its plants expected
natural gas usage through the second quarter of fiscal 2011. As of December 31, 2011, all of the contracts have expired
and settled according to the contracts.
In fiscal 2011, the Company has entered into natural gas swap contracts that are considered cash flow hedges. Under
the terms of the natural gas swap contracts the Company fixed the expected purchase cost of a portion of its plants
expected natural gas usage into the third quarter of fiscal 2012. As of December 31, 2011, some of the contracts have
expired and settled according to the contracts while the remaining contract positions and activity are disclosed below.
The Company estimates the amount that will be reclassified from accumulated other comprehensive loss at
December 31, 2011 into earnings over the next 12 months will be approximately $0.9 million. As of December 31,
2011, approximately $1.2 million of losses have been reclassified into earnings as a result of the discontinuance of
cash flow hedges.
Page 87
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
The following table presents the fair value of the Company’s derivative instruments as of December 31, 2011 and
January 1, 2011 (in thousands):
Derivatives Designated
as Hedges
Natural gas swaps
Balance Sheet
Location
Other current assets
Total derivatives designated as hedges
Derivatives not
Designated as
Hedges
Natural gas swaps and options
Heating oil swaps
Other current assets
Other current assets
Total derivatives not designated as hedges
Total asset derivatives
Derivatives Designated
as Hedges
Natural gas swaps
Balance Sheet
Location
Accrued expenses
Total derivatives designated as hedges
Derivatives not
Designated as
Hedges
Natural gas swaps
Heating oil swaps
Total derivatives not designated as hedges
Total liability derivatives
Accrued Expenses
Asset Derivatives Fair Value
December 31, 2011
—
$
$
$
$
$
—
—
6
6
6
$
$
$
$
$
January 1, 2011
135
135
212
81
293
428
Liability Derivatives Fair Value
December 31, 2011
669
$
$
$
$
$
669
143
24
167
836
$
$
$
$
$
January 1, 2011
16
16
—
—
—
16
The effect of the Company's derivative instruments on the consolidated financial statements for the fiscal years ended
December 31, 2011 and January 1, 2011 are as follows (in thousands):
Derivatives
Designated as
Cash Flow Hedges
Gain or (Loss)
Recognized in OCI
on Derivatives
(Effective Portion) (a)
2010
2011
Gain or (Loss)
Reclassified From
Accumulated OCI
into Income
(Effective Portion) (b)
2010
2011
Gain or (Loss)
Recognized in Income
On Derivatives
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing) (c)
2011
2010
Interest rate swaps
Natural gas swaps
Total
$
$
$
—
(1,229)
$
(723)
(257)
$
(1,163)
(441)
$
(1,551)
(161)
$
—
—
(1,229)
$
(980)
$
(1,604)
$
(1,712)
$
—
$
41
(13)
28
Page 88
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
(a) Amount recognized in accumulated OCI (effective portion) is reported as accumulated other comprehensive
loss of approximately $1.2 million and approximately $1.0 million recorded net of taxes of approximately $0.5
million and approximately $0.4 million for the year ended December 31, 2011 and January 1, 2011, respectively.
(b) Gains and (losses) reclassified from accumulated OCI into income (effective portion) for interest rate swaps
and natural gas swaps is included in interest expense and cost of sales, respectively, in the Company’s consolidated
statements of operations.
(c) Gains and (losses) recognized in income on derivatives (ineffective portion) for interest rate swaps and natural
gas swaps is included in other, net in the Company’s consolidated statements of operations.
At December 31, 2011, the Company had forward purchase agreements in place for purchases of approximately $6.6
million of natural gas and diesel fuel. These forward purchase agreements have no net settlement provisions and the
Company intends to take physical delivery. Accordingly, the forward purchase agreements are not subject to the
requirements of fair value accounting because they qualify as normal purchases as defined.
NOTE 16. 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 table presents the Company's financial instruments that are measured at fair value on a recurring basis
as of December 31, 2011 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, 2011 Using
Significant Other
Observable
Inputs
(Level 2)
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant
Unobservable
Inputs
(Level 3)
Total
$
$
6
(836)
(830)
$
$
—
—
—
$
$
6
(836)
(830)
$
$
—
—
—
(In thousands of dollars)
Derivative assets
Derivative liabilities
Total
Derivative assets consist of the Company's heating oil swap contracts, which represents the difference between the
observable market rates of commonly quoted intervals for similar assets and liabilities in active markets and the fixed
swap and option rate considering the instruments term, notional amount and credit risk. See Note 15 Derivatives for
breakdown by instrument type.
Derivative liabilities consist of the Company's natural gas swap contracts and heating oil swap 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 15 Derivatives for breakdown by instrument type.
NOTE 17. CONCENTRATION OF CREDIT RISK
Concentration of credit risk is limited due to the Company's diversified customer base and the fact that the Company
sells commodities. No single customer accounted for more than 10% of the Company’s net sales in fiscal years 2011,
2010 and 2009.
Page 89
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
NOTE 18. CONTINGENCIES
The Company is a party to several lawsuits, claims and loss contingencies arising in the ordinary course of its business,
including assertions by certain regulatory and governmental agencies related to permitting requirements and air,
wastewater and storm water discharges from the Company's processing facilities.
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 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
and litigation matters. At December 31, 2011 and January 1, 2011, the reserves for insurance, environmental and
litigation contingencies reflected on the balance sheet in accrued expenses and other non-current liabilities were
approximately $38.0 million and $35.8 million, respectively. The Company has insurance recovery receivables of
approximately $9.6 million and $7.7 million, respectively, related to these liabilities. 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 matters will not exceed current estimates. The Company believes that the likelihood is remote that any additional
liability from these lawsuits and claims that may not be covered by insurance would have a material effect on the
financial statements.
Lower Passaic River Area. The Company has been named as a third party defendant in a lawsuit pending in the
Superior Court of New Jersey, Essex County, styled New Jersey Department of Environmental Protection, The
Commissioner of the New Jersey Department of Environmental Protection Agency and the Administrator of the New
Jersey Spill Compensation Fund, as Plaintiffs, vs. Occidental Chemical Corporation, Tierra Solutions, Inc., Maxus
Energy Corporation, Repsol YPF, S.A., YPF, S.A., YPF Holdings, Inc., and CLH Holdings, as Defendants (Docket
No. L-009868-05) (the “Tierra/Maxus Litigation”). In the Tierra/Maxus Litigation, which was filed on December 13,
2005, the plaintiffs seek to recover from the defendants past and future cleanup and removal costs, as well as unspecified
economic damages, punitive damages, penalties and a variety of other forms of relief, purportedly arising from the
alleged discharges into the Passaic River of a particular type of dioxin and other unspecified hazardous substances.
The damages being sought by the plaintiffs from the defendants are likely to be substantial. On February 4, 2009,
two of the defendants, Tierra Solutions, Inc. (“Tierra”) and Maxus Energy Corporation (“Maxus”), filed a third party
complaint against over 300 entities, including the Company, seeking to recover all or a proportionate share of cleanup
and removal costs, damages or other loss or harm, if any, for which Tierra or Maxus may be held liable in the Tierra/
Maxus Litigation. Tierra and Maxus allege that Standard Tallow Company, an entity that the Company acquired in
1996, contributed to the discharge of the hazardous substances that are the subject of this case while operating a former
plant site located in Newark, New Jersey. The Company is investigating these allegations, has entered into a joint
defense agreement with many of the other third-party defendants and intends to defend itself vigorously. The court
has issued a trial plan that contemplates a liability trial for third-party defendants (including the Company) in April
2013, with additional proceedings if necessary to allocate costs between third-party defendants in January 2014.
Additionally, in December 2009, the Company, along with numerous other entities, received notice from the United
States Environmental Protection Agency (EPA) that the Company (as successor-in-interest to Standard Tallow
Company) is considered a potentially responsible party with respect to alleged contamination in the lower Passaic
River area which is part of the Diamond Alkali Superfund Site located in Newark, New Jersey. In the letter, EPA
requested that the Company join a group of other parties in funding a remedial investigation and feasibility study at
the site. As of the date of this report, the Company has not agreed to participate in the funding group. The Company's
ultimate liability for investigatory costs, remedial costs and/or natural resource damages in connection with the lower
Passaic River area cannot be determined at this time; however, as of the date of this report, there is nothing that leads
the Company to believe that these matters will have a material effect on the Company's financial position or results
of operation.
NOTE 19. BUSINESS SEGMENTS
Effective January 2, 2011, as a result of the acquisition of Griffin, the Company's business operations were reorganized
into two new segments, Rendering and Bakery, in order to better align its business with the underlying markets and
customers that the Company serves. All historical periods have been restated for the changes to the segment reporting
structure. The Company sells its products domestically and internationally. The measure of segment profit (loss)
Page 90
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
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.
Rendering
Rendering operations process poultry, animal by-products and used cooking oil into fats (primarily BFT, PG and YG),
protein (primarily MBM and PM (feed grade and pet food)) and hides. Fat was approximately $950.8 million, $399.1
million and $283.7 million of net sales for the year ended December 31, 2011, January 1, 2011 and January 2, 2010,
respectively. Protein was approximately $447.7 million, $243.5 million and $244.7 million of net sales for the year
ended December 31, 2011, January 1, 2011 and January 2, 2010, respectively. Rendering also provides grease trap
servicing. Included in Rendering is the National Service Center (“NSC”). The NSC schedules services such as fat
and bone and used cooking oil collection and trap cleaning for contracted customers using the Company's resources
or third party providers.
Bakery
Bakery products are collected from large commercial bakeries that produce a variety of products, including cookies,
crackers, cereal, bread, dough, potato chips, pretzels, sweet goods and biscuits, among others. The Company processes
the raw materials into BBP, including Cookie Meal®, an animal feed ingredient primarily used in poultry rations.
Business Segment Net Revenues (in thousands):
Rendering
Bakery
Total
December 31,
2011
1,501,280
295,969
1,797,249
$
$
Year Ended
January 1,
2011
January 2,
2010
$
$
714,685
10,224
724,909
$
$
597,806
—
597,806
Included in Corporate Activities are general corporate expenses and the depreciation of fixed assets related to "Fresh
Start Reporting."
Business Segment Profit/(Loss) (in thousands):
Rendering
Bakery
Corporate Activities
Interest expense
Net income
December 31,
2011
$
$
329,791
62,259
(185,469)
(37,163)
169,418
$
$
Year Ended
January 1,
2011
January 2,
2010
132,502
1,425
(80,947)
(8,737)
44,243
$
$
109,697
—
(64,802)
(3,105)
41,790
Although intangible assets are allocated to operating segments, the amortization related to the adoption of "Fresh Start
Reporting" in 1993 is not considered in the measure of operating segment profit/(loss) and is included in Corporate
Activities.
Page 91
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
Business Segment Assets (in thousands):
Rendering
Bakery
Corporate Activities
Total
December 31,
2011
1,092,988
165,885
158,157
1,417,030
$
$
January 1,
2011
1,102,719
166,658
112,881
1,382,258
$
$
Business Segment Property, Plant and Equipment (in thousands):
Depreciation and amortization:
Rendering
Bakery
Corporate Activities
Total
Capital expenditures:
Rendering
Bakery
Corporate Activities
Total (a)
December 31,
2011
January 1,
2011
January 2,
2010
$
$
$
$
66,412
8,647
3,850
78,909
51,888
6,247
2,018
60,153
$
$
$
$
27,959
426
3,523
31,908
21,431
165
3,124
24,720
$
$
$
$
21,932
—
3,294
25,226
19,666
—
3,972
23,638
(a) Excludes the capital assets acquired as part of the acquisition of assets related to the Griffin Transaction
and Nebraska Transaction in fiscal 2010 of approximately$243.7 million, the Sanimax Transaction and
Boca Transaction in fiscal 2009 of approximately $8.0 million.
The Company has no material foreign operations, but exports a portion of its products to customers in various foreign
countries.
Geographic Area Net Trade Revenues (in thousands):
Domestic
Foreign
Total
December 31,
2011
1,526,351
270,898
1,797,249
$
$
January 1,
2011
January 2,
2010
$
$
653,909
71,000
724,909
$
$
526,975
70,831
597,806
The Company attributes revenues from external customers to individual foreign countries based on the destination of
the Company's shipments. For fiscal 2011, 2010 and 2009, no individual foreign country comprised more than 5%
of the Company’s consolidated revenue.
Page 92
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
NOTE 20. QUARTERLY FINANCIAL DATA (UNAUDITED AND IN THOUSANDS EXCEPT PER SHARE AMOUNTS):
Net sales
Operating income
Income from operations before
income taxes
Net income
Basic earnings per share
Diluted earnings per share
Net sales
Operating income
Income from operations before
income taxes
Net income
Basic earnings per share
Diluted earnings per share
Year Ended December 31, 2011
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
$
439,898
88,133
$
470,610
92,235
$
455,875
74,761
$
430,866
59,477
73,339
46,562
0.43
0.43
82,486
52,227
0.45
0.44
66,141
41,132
0.35
0.35
50,328
29,497
0.25
0.25
Year Ended January 1, 2011
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter (a)
$
162,782
19,583
$
166,210
18,914
$
168,685
19,318
$
227,232
24,698
18,139
11,478
0.14
0.14
17,577
11,371
0.14
0.14
17,704
11,382
0.14
0.14
16,923
10,012
0.12
0.12
(a)
Included in net income in the fourth quarter of fiscal 2010 are costs incurred as part of the Griffin Transaction
for consulting, legal and financing in the amount of approximately $13.7 million.
Page 93
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
NOTE 21. NEW ACCOUNTING PRONOUNCEMENTS
In January 2010, the FASB issued ASU No. 2010-06, Improving Disclosures about Fair Value Measurements. The
ASU amends ASC Topic 820, Fair Value Measurements and Disclosures. The new standard provides for additional
disclosures requiring the Company to disclose separately the amounts of significant transfers in and out of Level 1
and Level 2 fair value measurements, describe the reasons for the transfers and present separately information about
purchases, sales, issuances and settlements in the reconciliation of Level 3 fair value measurements. The update also
provides clarification of existing disclosures requiring the Company to determine each class of assets and liabilities
based on the nature and risks of the investments rather than by major security type and for each class of assets and
liabilities, and to disclose the valuation techniques and inputs used to measure fair value for both Level 2 and Level
3 fair value measurements. The Company adopted ASU 2010-06 as of January 3, 2010, except for the presentation
of purchases, sales, issuances and settlement in the reconciliation of Level 3 fair value measurements, which is effective
for the Company on January 2, 2011. This update did not change the techniques the Company uses to measure fair
values and did not have any impact on the Company’s consolidated financial statements.
In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income. The ASU amends ASC
Topic 220, Comprehensive Income. The new standard eliminates the option to report other comprehensive income
and its components in the statement of changes in equity and instead requires entities to present net income and other
comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net
income and other comprehensive income. Reclassification adjustments between net income and other comprehensive
income must be shown on the face of the statement(s), with no resulting change in net earnings. In December 2011,
the FASB issued ASU No. 2011-12, Deferral of Effective Date for Amendments to the Presentation of Reclassifications
of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This ASU
amends ASC Topic 220, Comprehensive Income. The new standard deferred the requirement to present on the face
of the financial statements reclassification adjustments for items that are reclassified from other comprehensive
income to net income while the FASB further deliberates this aspect of the proposal.This update is effective for the
Company on January 1, 2012 and must be applied retrospectively. The Company is currently evaluating which
presentation alternative to utilize and does not expect the adoption to have a material impact on the Company's
consolidated financial statements.
In September 2011, the FASB issued ASU No. 2011-08, Testing Goodwill for Impairment. The ASU amends ASC
Topic 350, Intangibles - Goodwill and Other. The new standard is intended to reduce the cost and complexity of the
annual goodwill impairment test by providing entities an option to perform a “qualitative” assessment to determine
whether further impairment testing is necessary. Specifically, an entity has the option to first assess qualitative factors
to determine whether it is necessary to perform the current two-step test. If an entity believes, as a result of its qualitative
assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the
quantitative impairment test is required. Otherwise, no further testing is required. This standard is effective for annual
and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption
is permissible. The Company will adopt this standard in the first quarter of 2012 and the Company does not expect
the adoption will have a material impact on the Company's consolidated financial statements.
In September 2011, the FASB issued ASU No. 2011-09, Disclosures about an Employer's Participation in a
Multiemployer Plan. The ASU amends ASC Subtopic 715-80, Compensation-Retirement Benefits-Multiemployer
Plans. The new standard is intended to provide additional disclosures about an employer’s financial obligations to a
multiemployer pension plan and, therefore, help financial statements users have a better understanding of the
commitments and risks involved with its participation in multiemployer pension plans. For public entities, ASU
2011-09 is effective for annual periods for fiscal years ending after December 15, 2011. Early adoption is permissible.
ASU 2011-09 should be applied retrospectively for all prior periods presented. The Company adopted this standard
as of December 31, 2011. See Note 14 to the Consolidated Financial Statements.
Page 94
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
NOTE 22. GUARANTOR FINANCIAL INFORMATION
The Company's Notes (see Note 10) are guaranteed on an unsecured basis by the Company's 100% directly and
indirectly owned subsidiaries Darling National, Griffin and its subsidiary Craig Protein (collectively, the "Guarantors").
The Guarantors fully and unconditionally guaranteed the Notes on a joint and several basis. The following financial
statements present condensed consolidating financial data for (i) Darling, the issuer of the Notes, (ii) the combined
Guarantors, (iii) the combined other subsidiaries of the Company that did not guarantee the Notes (the "Non-
guarantors"), and (iv) eliminations necessary to arrive at the Company's consolidated financial statements, which
include condensed consolidated balance sheets as of December 31, 2011 and January 1, 2011, and the condensed
consolidating statements of operations and condensed consolidating statements of cash flows for the years ended
December 31, 2011, January 1, 2011 and January 2, 2010.
Condensed Consolidating Balance Sheet
As of December 31, 2011
(in thousands)
ASSETS
Total current assets
Investment in subsidiaries
Property, plant and equipment, net
Intangible assets, net
Goodwill
Investment in unconsolidated subsidiary
Other assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total current liabilities
Long-term debt, net of current portion
Other noncurrent liabilities
Deferred income taxes
Total liabilities
Stockholders’ equity:
Common stock, additional paid-in capital and
treasury stock
Retained earnings and accumulated other
comprehensive loss
Total stockholders’ equity
$
$
$
Issuer
Guarantors
Non-guarantors
Eliminations
Consolidated
$
124,675
1,286,175
119,898
14,747
21,860
—
27,725
$
347,989
—
280,324
347,874
359,243
—
3,387
$
3,980
—
—
293
266
21,733
—
$
(256,964)
(1,286,175)
—
—
—
—
—
219,680
—
400,222
362,914
381,369
21,733
31,112
1,595,080
$
1,338,817
$
26,272
$
(1,543,139)
$
1,417,030
$
317,561
280,000
46,011
31,133
674,705
$
63,718
20
12,052
—
75,790
$
2,942
—
182
—
3,124
$
(256,964)
—
—
—
(256,964)
127,257
280,020
58,245
31,133
496,655
583,273
1,022,544
27,982
(1,050,526)
583,273
337,102
240,483
(4,834)
(235,649)
920,375
1,595,080
$
1,263,027
1,338,817
$
$
23,148
26,272
$
(1,286,175)
(1,543,139)
$
337,102
920,375
1,417,030
Page 95
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
Condensed Consolidating Balance Sheet
As of January 1, 2011
(in thousands)
ASSETS
Total current assets
Investment in subsidiaries
Property, plant and equipment, net
Intangible assets, net
Goodwill
Other assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total current liabilities
Long-term debt, net of current portion
Other noncurrent liabilities
Deferred income taxes
Total liabilities
Stockholders’ equity:
Common stock, additional paid-in capital and
treasury stock
Retained earnings and accumulated other
comprehensive loss
Total stockholders’ equity
$
$
$
Issuer
Guarantors
Non-guarantors
Eliminations
Consolidated
$
95,679
1,118,467
119,511
21,569
32,441
31,136
$
196,383
—
273,909
369,385
343,822
3,321
$
4,669
—
—
—
—
1,578
$
(111,145)
(1,118,467)
—
—
—
—
185,586
—
393,420
390,954
376,263
36,035
1,418,803
$
1,186,820
$
6,247
$
(1,229,612)
$
1,382,258
$
202,705
707,000
39,460
5,342
954,507
$
59,343
30
11,004
—
70,377
$
3,927
—
296
—
4,223
$
(111,145)
—
—
—
(111,145)
154,830
707,030
50,760
5,342
917,962
286,696
1,022,544
6,224
(1,028,768)
286,696
177,600
93,899
(4,200)
(89,699)
464,296
1,418,803
$
1,116,443
1,186,820
$
$
2,024
6,247
$
(1,118,467)
(1,229,612)
$
177,600
464,296
1,382,258
Condensed Consolidating Statements of Operations
For the year ended December 31, 2011
(in thousands)
Net sales
Cost and expenses:
Cost of sales and operating expenses
Selling, general and administrative expenses
Depreciation and amortization
Total costs and expenses
Operating income
Interest expense
Other, net
Equity in net loss of unconsolidated subsidiary
Earnings in investments in subsidiaries
Income/(loss) from operations before taxes
Income taxes (benefit)
Net income/(loss)
$
Issuer
Guarantors
$
721,990
$
1,238,858
Non-guarantors
27,484
$
Eliminations
$
(191,083)
Consolidated
1,797,249
$
26,809
157
22
26,988
496
—
57
(1,572)
—
(1,019)
(385)
(634)
$
(191,083)
—
—
(191,083)
—
—
—
—
(145,950)
(145,950)
—
(145,950)
$
1,267,599
136,135
78,909
1,482,643
314,606
(37,163)
(3,577)
(1,572)
—
272,294
102,876
169,418
553,061
67,829
23,531
644,421
77,569
(37,161)
(2,690)
—
145,950
183,668
14,250
169,418
$
878,812
68,149
55,356
1,002,317
236,541
(2)
(944)
—
—
235,595
89,011
146,584
$
Page 96
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
Condensed Consolidating Statements of Operations
For the year ended January 1, 2011
(in thousands)
Net sales
Cost and expenses:
Cost of sales and operating expenses
Selling, general and administrative expenses
Depreciation and amortization
Acquisition costs
Total costs and expenses
Operating income
Interest expense
Other, net
Earnings in investments in subsidiaries
Income/(loss) from operations before taxes
Income taxes (benefit)
Net income/(loss)
$
Issuer
Guarantors
$
560,270
$
302,074
Non-guarantors
813
$
Eliminations
$
(138,248)
Consolidated
724,909
$
421,959
60,282
21,768
10,798
514,807
45,463
(8,735)
(1,772)
22,258
57,214
12,971
44,243
$
247,188
7,750
10,140
—
265,078
36,996
(2)
(1,066)
—
35,928
13,330
22,598
$
749
10
—
—
759
54
—
(595)
—
(541)
(201)
(340)
$
(138,248)
—
—
—
(138,248)
—
—
—
(22,258)
(22,258)
—
(22,258)
$
531,648
68,042
31,908
10,798
642,396
82,513
(8,737)
(3,433)
—
70,343
26,100
44,243
Condensed Consolidating Statements of Operations
For the year ended January 2, 2010
(in thousands)
Net sales
Cost and expenses:
Cost of sales and operating expenses
Selling, general and administrative expenses
Depreciation and amortization
Acquisition costs
Total costs and expenses
Operating income
Interest expense
Other, net
Earnings in investments in subsidiaries
Income/(loss) from operations before taxes
Income taxes (benefit)
Net income/(loss)
$
Issuer
Guarantors
$
443,270
$
269,686
Non-guarantors
—
$
Eliminations
$
(115,150)
Consolidated
597,806
$
331,037
55,198
17,944
468
404,647
38,623
(3,105)
(1,022)
20,235
54,731
12,941
41,790
$
224,224
5,864
7,282
—
237,370
32,316
—
601
—
32,917
12,348
20,569
$
—
—
—
—
—
—
(115,150)
—
—
—
(115,150)
—
—
(534)
—
(534)
(200)
(334)
$
—
—
(20,235)
(20,235)
—
(20,235)
$
440,111
61,062
25,226
468
526,867
70,939
(3,105)
(955)
—
66,879
25,089
41,790
Page 97
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
Condensed Consolidating Statements of Cash Flows
For the year ended December 31, 2011
(in thousands)
Cash flows from operating activities:
Net income
Earnings in investments in subsidiaries
Other operating cash flows
Net cash provided by operating activities
Cash flows from investing activities:
Capital expenditures
Acquisitions, net of cash acquired
Investment in unconsolidated subsidiary
Gross proceeds from sale of property, plant and
equipment and other assets
Net cash used in investing activities
Cash flows from financing activities:
Payments on long-term debt
Borrowings from revolving credit facility
Payments on revolving credit facility
Deferred loan costs
Issuance of common stock
Minimum withholding taxes paid on stock awards
Excess tax benefits from stock-based
compensation
Net cash used in financing activities
Issuer
Guarantors
Non-guarantors
Eliminations
Consolidated
$
$
169,418
(145,950)
160,697
184,165
$
146,584
—
(114,532)
32,052
$
(634)
—
25,281
24,647
$
(145,950)
145,950
—
—
169,418
—
71,446
240,864
(23,835)
(1,754)
—
961
(24,628)
(270,000)
131,000
(291,000)
(399)
293,117
(1,281)
1,125
(137,438)
(36,318)
—
—
568
(35,750)
—
—
(23,305)
—
(23,305)
(9)
—
—
—
—
—
—
(9)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(60,153)
(1,754)
(23,305)
1,529
(83,683)
(270,009)
131,000
(291,000)
(399)
293,117
(1,281)
1,125
(137,447)
19,734
19,202
38,936
$
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
$
22,099
13,108
35,207
$
(3,707)
5,480
1,773
$
1,342
614
1,956
$
Page 98
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
Condensed Consolidating Statements of Cash Flows
For the year ended January 1, 2011
(in thousands)
Cash flows from operating activities:
Net income
Earnings in investments in subsidiaries
Other operating cash flows
Net cash provided by operating activities
Cash flows from investing activities:
Capital expenditures
Acquisitions, net of cash acquired
Gross proceeds from sale of property, plant and
equipment and other assets
Payments related to routes and other intangibles
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from long-term debt
Payments on long-term debt
Borrowing from revolving credit facility
Deferred loan costs
Issuances of common stock
Minimum withholding taxes paid on stock awards
Excess tax benefits from stock-based
compensation
Net cash provided/(used) in financing activities
Issuer
Guarantors
Non-guarantors
Eliminations
Consolidated
$
$
44,243
(22,258)
46,624
68,609
$
22,598
—
(10,311)
12,287
$
(340)
—
954
614
$
(22,258)
22,258
—
—
44,243
—
37,267
81,510
(17,648)
(758,182)
406
(1,367)
(776,791)
550,000
(32,500)
160,000
(24,020)
35
(585)
234
653,164
(7,072)
—
218
—
(6,854)
—
(9)
—
—
—
—
—
(9)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$
(24,720)
(758,182)
624
(1,367)
(783,645)
550,000
(32,509)
160,000
(24,020)
35
(585)
234
653,155
(48,980)
68,182
19,202
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
$
(55,018)
68,126
13,108
$
5,424
56
5,480
$
614
—
614
$
Page 99
DARLING INTERNATIONAL INC.
Notes to Consolidated Financial Statements (continued)
Condensed Consolidating Statements of Cash Flows
For the year ended January 2, 2010
(in thousands)
Cash flows from operating activities:
Net income
Earnings in investments in subsidiaries
Other operating cash flows
Net cash provided by operating activities
Cash flows from investing activities:
Capital expenditures
Acquisitions, net of cash acquired
Gross proceeds from sale of property, plant and
equipment and other assets
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from long-term debt
Payments on long-term debt
Contract payments
Deferred loan costs
Issuances of common stock
Minimum withholding taxes paid on stock awards
Excess tax benefits from stock-based
compensation
Net cash provided/(used) in financing activities
Issuer
Guarantors
Non-guarantors
Eliminations
Consolidated
$
$
41,790
(20,235)
53,849
75,404
$
20,569
—
(16,787)
3,782
$
(334)
—
334
—
$
(20,235)
20,235
—
—
41,790
—
37,396
79,186
(18,078)
(33,987)
177
(51,888)
—
(5,000)
(72)
(946)
11
(108)
(39)
(6,154)
(5,560)
—
1,736
(3,824)
48
—
—
—
—
—
—
48
6
50
56
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$
(23,638)
(33,987)
1,913
(55,712)
48
(5,000)
(72)
(946)
11
(108)
(39)
(6,106)
17,368
50,814
68,182
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
17,362
50,764
68,126
$
$
Page 100
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
PART II
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures.
As required by Exchange Act Rule 13a-15(b), the Company’s management, including the Chief Executive Officer and
Chief Financial Officer, conducted an evaluation, as of the end of the period covered by this report, of the effectiveness of the
design and operation of the Company’s disclosure controls and procedures. As defined in Exchange Act Rules 13a-15(e) and
15d-15(e) under the Exchange Act, disclosure controls and procedures are controls and other procedures of the Company that are
designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange
Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be
disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the
Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosure.
Based on management’s evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s
disclosure controls and procedures were effective as of the end of the period covered by this report.
Internal Control over Financial Reporting.
(a) Management’s Annual Report on Internal Control over Financial Reporting. Management of the Company is
responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) promulgated under the Exchange Act. Those rules define internal control over financial reporting as a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
•
•
•
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of the Company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of the Company's internal control over financial reporting as of
December 31, 2011. In making this assessment, the Company's management used the criteria established in Internal Control-
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on their assessment, management has concluded that the Company’s internal control over financial reporting was
effective at the reasonable assurance level as of December 31, 2011.
KPMG LLP, the registered public accounting firm that audited the Company's financial statements, has issued an audit
report on management’s assessment of the Company’s internal control over financial reporting, which report is included herein.
Page 101
(b) Attestation Report of the Registered Public Accounting Firm. The attestation report called for by Item 308(b) of
Regulation S-K is incorporated herein by reference to Report of Independent Registered Public Accounting Firm on Internal
Control Over Financial Reporting, included in Part II, Item 8, "Financial Statements and Supplementary Data" of this report.
(c) Changes in Internal Control over Financial Reporting. As required by Exchange Act Rule 13a-15(d), the Company's
management, including the Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of the Company's
internal control over financial reporting to determine whether any change occurred during the last fiscal quarter of the period
covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over
financial reporting. Based on that evaluation there has been no change in the Company’s internal control over financial reporting
during the last fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
Page 102
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item with respect to Items 401, 405 and 407 of Regulation S-K will appear in the sections
entitled "Election of Directors," "Our Management - Executive Officers and Directors," "Section 16(a) Beneficial Ownership
Reporting Compliance" and "Corporate Governance-Committees of the Board - Audit Committee" included in the Company’s
definitive Proxy Statement relating to the 2012 Annual Meeting of Stockholders, which information is incorporated herein by
reference.
The Company has adopted the Darling International Inc. Code of Business Conduct ("Code of Business Conduct"), which
is applicable to all of the Company’s employees, including its senior financial officers, the Chief Executive Officer, Chief Financial
Officer, Controller, Treasurer and General Counsel. The Company has not granted any waivers to the Code of Business Conduct
to date. A copy of the Company’s Code of Business Conduct has been posted on the “Investor” portion of our web site, at
www.darlingii.com. Shareholders may request a free copy of our Code of Business Conduct from:
Brad Phillips
Darling International Inc.
251 O’Connor Ridge Blvd, Suite 300
Irving, Texas 75038
Phone: 972-717-0300
Fax: 972-717-1588
Email: bphillips@darlingii.com
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item will appear in the sections entitled "Executive Compensation," "Compensation
Committee Report" and "Corporate Governance - Compensation Committee Interlocks and Insider Participation" included in the
Company’s definitive Proxy Statement relating to the 2012 Annual Meeting of Stockholders, which information is incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The information required by this Item with respect to Item 201(d) of Regulation S-K appears in Item 5 of this report.
The information required by this Item with respect to Item 403 of Regulation S-K will appear in the section entitled
"Security Ownership of Certain Beneficial Owners and Management" included in the Company’s definitive Proxy Statement
relating to the 2012 Annual Meeting of Stockholders, which information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item will appear in the sections entitled "Transactions with Related Persons, Promoters
and Certain Control Persons," "Corporate Governance – Code of Business Conduct" and "Corporate Governance - Independent
Directors" included in the Company's definitive Proxy Statement relating to the 2012 Annual Meeting of Stockholders, which
information is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item will appear in the section entitled "Ratification of Selection of Independent
Registered Public Accountant" included in the Company’s definitive Proxy Statement relating to the 2012 Annual Meeting of
Stockholders, which information is incorporated herein by reference.
Page 103
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report:
(1) The following consolidated financial statements are included in Item 8.
Report of Independent Registered Public Accounting Firm on Consolidated Financial
Statements
Report of Independent Registered Public Accounting Firm on Internal Control Over
Financial Reporting
Consolidated Balance Sheets -
December 31, 2011 and January 1, 2011
Consolidated Statements of Operations -
Three years ended December 31, 2011
Consolidated Statements of Stockholders’ Equity and Comprehensive Income(Loss) -
Three years ended December 31, 2011
Consolidated Statements of Cash Flows -
Three years ended December 31, 2011
Notes to Consolidated Financial Statements
Page
56
57
58
59
60
61
62
All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require
submission of the schedule, or because the information required is included in the consolidated financial statements and notes
thereto.
Page 104
(3) Exhibits
Exhibit No.
2.1
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
4.6
10.1 *
10.2
10.3
10.4
Agreement and Plan of Merger, dated as of November 9, 2010, by and among Darling International Inc., DG
Acquisition Corp., Griffin Industries, Inc. and Robert A. Griffin, in his capacity as the Shareholders’
Representative (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed November 9, 2010
and incorporated herein by reference).
Restated Certificate of Incorporation of the Company, as amended (filed as Exhibit 3.1 to the Company’s
Registration Statement on Form S-1 filed May 23, 2002 and incorporated herein by reference).
Certificate of Amendment of Restated Certificate of Incorporation of the Company (filed as Exhibit 3.2 to
the Company's Annual Report on Form 10-K filed March 2, 2011 and incorporated herein by reference).
Amended and Restated Bylaws of the Company (filed as Exhibit 3.1 to the Company’s Current Report on
Form 8-K filed December 12, 2008 and incorporated herein by reference).
Specimen Common Stock Certificate (filed as Exhibit 4.1 to the Company’s Registration Statement on Form
S-1 filed May 27, 1994 and incorporated herein by reference).
Certificate of Designation, Preference and Rights of Series A Preferred Stock (filed as Exhibit 4.2 to the
Company’s Registration Statement on Form S-1 filed May 23, 2002 and incorporated herein by reference).
Indenture, dated as of December 17, 2010, by and among Darling International Inc., Darling National LLC,
and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on
Form 8-K filed December 20, 2010 and incorporated herein by reference).
Supplemental Indenture, dated as of December 17, 2010, by and among Griffin Industries, Inc., Craig
Protein Division, Inc. and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to the Company’s
Current Report on Form 8-K filed December 20, 2010 and incorporated herein by reference).
Form of Senior Indenture for Debt Securities of Darling International Inc. (filed as Exhibit 4.3 to the
Company’s Registration Statement on Form S-3 filed November 17, 2010 and incorporated herein by
reference).
Form of Subordinated Indenture for Debt Securities of Darling International Inc. (filed as Exhibit 4.4 to the
Company’s Registration Statement on Form S-3 filed November 17, 2010 and incorporated herein by
reference).
Form of Indemnification Agreement (filed as Exhibit 10.7 to the Company’s Registration Statement on
Form S-1 filed on May 27, 1994, and incorporated herein by reference).
Registration Rights Agreement, dated as of December 17, 2010, by and among Darling International Inc.,
the guarantors listed in Schedule 1 thereto, and J.P. Morgan Securities LLC,, as representative of the several
initial purchasers named therein (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed
December 20, 2010 and incorporated herein by reference).
Registration Rights Agreement, dated as of December 17, 2010, by and among Darling International Inc.
and each of the stockholders named therein (filed as Exhibit 10.5 to the Company’s Current Report on Form
8-K filed December 20, 2010 and incorporated herein by reference).
Rollover Agreement, dated as of November 9, 2010, by and among Darling International Inc., certain
investors named therein and Robert A. Griffin, in his capacity as the Investors’ Representative (filed as
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 9, 2010 and incorporated
herein by reference).
Page 105
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16 *
10.17 *
10.18 *
10.19*
Credit Agreement, dated as of December 17, 2010, by and among, Darling International Inc., the lenders
party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of Montreal, as Syndication
Agent, and PNC Bank, N.A. and Goldman Sachs Bank USA, as Documentation Agents (filed as Exhibit
10.1 to the Company’s Current Report on Form 8-K filed December 20, 2010 and incorporated herein by
reference).
First Amendment to the Credit Agreement, dated as of March 25, 2011, among Darling International Inc., as
borrower, the subsidiaries of the borrower party thereto, the lending institutions party thereto and JPMorgan
Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.1 to the Company's Current Report on Form
8-K filed March 28, 2011 and incorporated herein by reference).
Security Agreement, dated as of December 17, 2010, by and among Darling International Inc., its
subsidiaries signatory thereto and any other subsidiary who may become a party thereto and JPMorgan
Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.2 to the Company’s Current Report on Form
8-K filed December 20, 2010 and incorporated herein by reference).
Guaranty Agreement, dated as of December 17, 2010, by Griffin Industries, Inc., Darling National LLC and
Craig Protein Division, Inc (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed
December 20, 2010 and incorporated herein by reference).
Limited Liability Company Agreement, dated as of January 21, 2011, by and among Diamond Green Diesel
Holdings LLC, Darling Green Energy LLC and Diamond Alternative Energy, LLC. (filed as Exhibit 10.1 to
the Company’s Current Report on Form 8-K filed January 21, 2011 and incorporated herein by reference).
Sponsor Support Agreement, dated as of May 31, 2011, by and between Darling International Inc., Diamond
Green Diesel LLC and Diamond Alternative Energy, LLC (filed as Exhibit 10.1 to the Company's Current
Report on Form 8-K filed June 1, 2011 and incorporated herein by reference).
Raw Material Supply Agreement, dated as of May 31, 2011, by and between Diamond Green Diesel LLC
and Darling International Inc. (filed as Exhibit 10 to the Company's Quarterly Report on Form 10-Q filed
August 11, 2011 and incorporated herein by reference).
Leases, dated July 1, 1996, between the Company and the City and County of San Francisco (filed pursuant
to temporary hardship exemption under cover of Form SE).
Lease, dated November 24, 2003, between Darling International Inc. and the Port of Tacoma (filed as
Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed March 29, 2004, and incorporated herein
by reference).
Ground Lease, dated as of December 17, 2010, by and between Martom Properties, LLC and Griffin
Industries, Inc. (Butler, Kentucky) (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K
filed December 20, 2010 and incorporated herein by reference).
Ground Lease, dated as of December 17, 2010, by and between Martom Properties, LLC and Griffin
Industries, Inc. (Henderson, Kentucky) (filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K
filed December 20, 2010 and incorporated herein by reference).
1994 Employee Flexible Stock Option Plan (filed as Exhibit 2 to the Company’s Revised Definitive Proxy
Statement filed on April 20, 2001, and incorporated herein by reference).
Non-Employee Directors Stock Option Plan (filed as Exhibit 10.13 to the Company’s Registration
Statement on Form S-1/A filed on June 5, 2002, and incorporated herein by reference).
Darling International Inc. 2004 Omnibus Incentive Plan (filed as Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed May 11, 2005, and incorporated herein by reference).
Amendment to Darling International Inc. 2004 Omnibus Incentive Plan (filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed January 22, 2007 and incorporated herein by reference).
Page 106
10.20 *
10.21 *
10.22 *
10.23 *
10.24 *
10.25 *
10.26 *
10.27 *
10.28 *
10.29 *
10.30 *
10.31 *
10.32 *
10.33 *
10.34 *
10.35 *
Darling International Inc. Compensation Committee Long-Term Incentive Program Policy Statement (filed
as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 22, 2005, and incorporated herein
by reference).
Darling International Inc. Compensation Committee Executive Compensation Program Policy Statement
adopted January 15, 2009 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January
21, 2009 and incorporated herein by reference).
Darling International Inc. Compensation Committee Amended and Restated Executive Compensation
Program Policy Statement adopted January 8, 2010 (filed as Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed January 14, 2010 and incorporated herein by reference).
Darling International Inc. Compensation Committee 2011 Amended and Restated Executive Compensation
Program Policy Statement adopted February 3, 2011 (filed as Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed February 9, 2011 and incorporated herein by reference).
Integration Success Incentive Award Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form
8-K filed March 15, 2006 and incorporated herein by reference).
2010 Special Incentive Program (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
November 17, 2010 and incorporated herein by reference).
Non-Employee Director Restricted Stock Award Plan (filed as Exhibit 10.2 to the Company’s Current
Report on Form 8-K filed March 15, 2006 and incorporated herein by reference).
Amendment No. 1 to Non-Employee Director Restricted Stock Award Plan, effective as of January 15, 2009
(filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed January 21, 2009 and
incorporated herein by reference).
Amended and Restated Non-Employee Director Restricted Stock Award Plan, (filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed February 28, 2011 and incorporated herein by reference).
Notice of Amendment to Grants and Awards, dated as of October 10, 2006 (filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed October 10, 2006 and incorporated herein by reference).
Amended and Restated Employment Agreement, dated as of January 1, 2009, between Darling International
Inc. and Randall C. Stuewe (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
January 21, 2009, and incorporated herein by reference).
Employment Agreement, dated as of December 17, 2010, by and among Darling International Inc., Griffin
Industries, Inc. and Robert A. Griffin (filed as Exhibit 10.9 to the Company’s Current Report on Form 8-K
filed December 20, 2010 and incorporated herein by reference).
Employment Agreement, dated as of December 17, 2010, by and among Darling International Inc., Griffin
Industries, Inc. and Martin W. Griffin (filed as Exhibit 10.10 to the Company’s Current Report on Form 8-K
filed December 20, 2010 and incorporated herein by reference).
Form of Senior Executive Termination Benefits Agreement (filed as Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed November 29, 2007 and incorporated herein by reference).
Form of Addendum to Senior Executive Termination Benefits Agreement (filed as Exhibit 10.2 to the
Company’s Current Report on Form 8-K filed December 12, 2008 and incorporated herein by reference).
Amended and Restated Senior Executive Termination Benefits Agreement dated, as of January 15, 2009,
between Darling International Inc. and John O. Muse (filed as Exhibit 10.2 to the Company’s Current
Report on Form 8-K filed January 21, 2009 and incorporated herein by reference).
Page 107
10.36 *
10.37 *
10.38 *
10.39 *
10.40 *
10.41
14
21
23
31.1
31.2
32
101
First Addendum to Amended and Restated Senior Executive Termination Benefits Agreement dated as of
December 8, 2009 by and between Darling International Inc. and John O. Muse (filed as Exhibit 10.4 to the
Company’s Current Report on Form 8-K filed December 14, 2009 and incorporated herein by reference).
Second Addendum to Amended and Restated Senior Executive Termination Benefits Agreement dated as of
December 8, 2010 by and between Darling International Inc. and John O. Muse (filed as Exhibit 10.5 to the
Company’s Current Report on Form 8-K filed December 13, 2010 and incorporated herein by reference).
Form of Addendum to Senior Executive Termination Benefits Agreement (filed as Exhibit 10.4 to the
Company’s Current Report on Form 8-K filed December 13, 2010 and incorporated herein by reference).
Separation and Consulting Agreement dated October 26, 2009, between Darling International Inc. and Mark
A. Myers (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 29, 2009 and
incorporated herein by reference).
Form of Indemnification Agreement between Darling International Inc. and its directors and executive
officers (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 25, 2008, and
incorporated herein by reference).
Underwriting Agreement, dated as of January 27, 2011, by and among Darling International Inc., the selling
stockholders signatory thereto and Goldman, Sachs & Co., as representative of the several underwriters
named in Schedule 1 thereto (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
January 28, 2011 and incorporated herein by reference).
Darling International Inc. Code of Business Conduct applicable to all employees, including senior executive
officers (filed as Exhibit 14 to the Company’s Current Report on Form 8-K filed February 25, 2008, and
incorporated herein by reference).
Subsidiaries of the Registrant (filed herewith).
Consent of KPMG LLP (filed herewith).
Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, of
Randall C. Stuewe, the Chief Executive Officer of the Company (filed herewith).
Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, of John
O. Muse, the Chief Financial Officer of the Company (filed herewith).
Written Statement of Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (filed herewith).
Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of
December 31, 2011 and January 1, 2011; (ii) Consolidated Statements of Operations for the years ended
December 31, 2011, January 1, 2011 and January 2, 2010; (iii) Consolidated Statements of Stockholders’
Equity and Comprehensive Income(Loss) for the years ended December 31, 2011, January 1, 2011 and
January 2, 2010; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2011,
January 1, 2011 and January 2, 2010; (v) Notes to the Consolidated Financial Statements.
The Exhibits are available upon request from the Company.
*
Management contract or compensatory plan or arrangement.
Page 108
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
DARLING INTERNATIONAL INC.
By:
/s/ Randall C. Stuewe
Randall C. Stuewe
Chairman of the Board and
Chief Executive Officer
Date:
February 29, 2012
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Randall C. Stuewe
Randall C. Stuewe
/s/ John O. Muse
John O. Muse
/s/ O. Thomas Albrecht
O. Thomas Albrecht
/s/ D. Eugene Ewing
D. Eugene Ewing
/s/ Charles Macaluso
Charles Macaluso
/s/ John D. March
John D. March
/s/ Michael Rescoe
Michael Rescoe
/s/ Michael Urbut
Michael Urbut
February 29, 2012
February 29, 2012
February 29, 2012
February 29, 2012
February 29, 2012
February 29, 2012
February 29, 2012
February 29, 2012
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Executive Vice President –
Finance and Administration
(Principal Financial and Accounting
Director
Director
Director
Director
Director
Director
Page 109
INDEX TO EXHIBITS
2.1
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
4.6
10.1 *
10.2
10.3
10.4
Agreement and Plan of Merger, dated as of November 9, 2010, by and among Darling International Inc., DG
Acquisition Corp., Griffin Industries, Inc. and Robert A. Griffin, in his capacity as the Shareholders’
Representative (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed November 9, 2010
and incorporated herein by reference).
Restated Certificate of Incorporation of the Company, as amended (filed as Exhibit 3.1 to the Company’s
Registration Statement on Form S-1 filed May 23, 2002 and incorporated herein by reference).
Certificate of Amendment of Restated Certificate of Incorporation of the Company (filed as Exhibit 3.2 to
the Company's Annual Report on Form 10-K filed March 2, 2011 and incorporated herein by reference).
Amended and Restated Bylaws of the Company (filed as Exhibit 3.1 to the Company’s Current Report on
Form 8-K filed December 12, 2008 and incorporated herein by reference).
Specimen Common Stock Certificate (filed as Exhibit 4.1 to the Company’s Registration Statement on Form
S-1 filed May 27, 1994 and incorporated herein by reference).
Certificate of Designation, Preference and Rights of Series A Preferred Stock (filed as Exhibit 4.2 to the
Company’s Registration Statement on Form S-1 filed May 23, 2002 and incorporated herein by reference).
Indenture, dated as of December 17, 2010, by and among Darling International Inc., Darling National LLC,
and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on
Form 8-K filed December 20, 2010 and incorporated herein by reference).
Supplemental Indenture, dated as of December 17, 2010, by and among Griffin Industries, Inc., Craig
Protein Division, Inc. and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to the Company’s
Current Report on Form 8-K filed December 20, 2010 and incorporated herein by reference).
Form of Senior Indenture for Debt Securities of Darling International Inc. (filed as Exhibit 4.3 to the
Company’s Registration Statement on Form S-3 filed November 17, 2010 and incorporated herein by
reference).
Form of Subordinated Indenture for Debt Securities of Darling International Inc. (filed as Exhibit 4.4 to the
Company’s Registration Statement on Form S-3 filed November 17, 2010 and incorporated herein by
reference).
Form of Indemnification Agreement (filed as Exhibit 10.7 to the Company’s Registration Statement on
Form S-1 filed on May 27, 1994, and incorporated herein by reference).
Registration Rights Agreement, dated as of December 17, 2010, by and among Darling International Inc.,
the guarantors listed in Schedule 1 thereto, and J.P. Morgan Securities LLC,, as representative of the several
initial purchasers named therein (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed
December 20, 2010 and incorporated herein by reference).
Registration Rights Agreement, dated as of December 17, 2010, by and among Darling International Inc.
and each of the stockholders named therein (filed as Exhibit 10.5 to the Company’s Current Report on Form
8-K filed December 20, 2010 and incorporated herein by reference).
Rollover Agreement, dated as of November 9, 2010, by and among Darling International Inc., certain
investors named therein and Robert A. Griffin, in his capacity as the Investors’ Representative (filed as
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 9, 2010 and incorporated
herein by reference).
Page 110
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16 *
10.17 *
10.18 *
10.19*
Credit Agreement, dated as of December 17, 2010, by and among, Darling International Inc., the lenders
party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of Montreal, as Syndication
Agent, and PNC Bank, N.A. and Goldman Sachs Bank USA, as Documentation Agents (filed as Exhibit
10.1 to the Company’s Current Report on Form 8-K filed December 20, 2010 and incorporated herein by
reference).
First Amendment to the Credit Agreement, dated as of March 25, 2011, among Darling International Inc., as
borrower, the subsidiaries of the borrower party thereto, the lending institutions party thereto and JPMorgan
Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.1 to the Company's Current Report on Form
8-K filed March 28, 2011 and incorporated herein by reference).
Security Agreement, dated as of December 17, 2010, by and among Darling International Inc., its
subsidiaries signatory thereto and any other subsidiary who may become a party thereto and JPMorgan
Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.2 to the Company’s Current Report on Form
8-K filed December 20, 2010 and incorporated herein by reference).
Guaranty Agreement, dated as of December 17, 2010, by Griffin Industries, Inc., Darling National LLC and
Craig Protein Division, Inc (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed
December 20, 2010 and incorporated herein by reference).
Limited Liability Company Agreement, dated as of January 21, 2011, by and among Diamond Green Diesel
Holdings LLC, Darling Green Energy LLC and Diamond Alternative Energy, LLC. (filed as Exhibit 10.1 to
the Company’s Current Report on Form 8-K filed January 21, 2011 and incorporated herein by reference).
Sponsor Support Agreement, dated as of May 31, 2011, by and between Darling International Inc., Diamond
Green Diesel LLC and Diamond Alternative Energy, LLC (filed as Exhibit 10.1 to the Company's Current
Report on Form 8-K filed June 1, 2011 and incorporated herein by reference).
Raw Material Supply Agreement, dated as of May 31, 2011, by and between Diamond Green Diesel LLC
and Darling International Inc. (filed as Exhibit 10 to the Company's Quarterly Report on Form 10-Q filed
August 11, 2011 and incorporated herein by reference).
Leases, dated July 1, 1996, between the Company and the City and County of San Francisco (filed pursuant
to temporary hardship exemption under cover of Form SE).
Lease, dated November 24, 2003, between Darling International Inc. and the Port of Tacoma (filed as
Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed March 29, 2004, and incorporated herein
by reference).
Ground Lease, dated as of December 17, 2010, by and between Martom Properties, LLC and Griffin
Industries, Inc. (Butler, Kentucky) (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K
filed December 20, 2010 and incorporated herein by reference).
Ground Lease, dated as of December 17, 2010, by and between Martom Properties, LLC and Griffin
Industries, Inc. (Henderson, Kentucky) (filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K
filed December 20, 2010 and incorporated herein by reference).
1994 Employee Flexible Stock Option Plan (filed as Exhibit 2 to the Company’s Revised Definitive Proxy
Statement filed on April 20, 2001, and incorporated herein by reference).
Non-Employee Directors Stock Option Plan (filed as Exhibit 10.13 to the Company’s Registration
Statement on Form S-1/A filed on June 5, 2002, and incorporated herein by reference).
Darling International Inc. 2004 Omnibus Incentive Plan (filed as Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed May 11, 2005, and incorporated herein by reference).
Amendment to Darling International Inc. 2004 Omnibus Incentive Plan (filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed January 22, 2007 and incorporated herein by reference).
Page 111
10.20 *
10.21 *
10.22 *
10.23 *
10.24 *
10.25 *
10.26 *
10.27 *
10.28 *
10.29 *
10.30 *
10.31 *
10.32 *
10.33 *
10.34 *
10.35 *
Darling International Inc. Compensation Committee Long-Term Incentive Program Policy Statement (filed
as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 22, 2005, and incorporated herein
by reference).
Darling International Inc. Compensation Committee Executive Compensation Program Policy Statement
adopted January 15, 2009 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January
21, 2009 and incorporated herein by reference).
Darling International Inc. Compensation Committee Amended and Restated Executive Compensation
Program Policy Statement adopted January 8, 2010 (filed as Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed January 14, 2010 and incorporated herein by reference).
Darling International Inc. Compensation Committee 2011 Amended and Restated Executive Compensation
Program Policy Statement adopted February 3, 2011 (filed as Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed February 9, 2011 and incorporated herein by reference).
Integration Success Incentive Award Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form
8-K filed March 15, 2006 and incorporated herein by reference).
2010 Special Incentive Program (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
November 17, 2010 and incorporated herein by reference).
Non-Employee Director Restricted Stock Award Plan (filed as Exhibit 10.2 to the Company’s Current
Report on Form 8-K filed March 15, 2006 and incorporated herein by reference).
Amendment No. 1 to Non-Employee Director Restricted Stock Award Plan, effective as of January 15, 2009
(filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed January 21, 2009 and
incorporated herein by reference).
Amended and Restated Non-Employee Director Restricted Stock Award Plan, (filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed February 28, 2011 and incorporated herein by reference).
Notice of Amendment to Grants and Awards, dated as of October 10, 2006 (filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed October 10, 2006 and incorporated herein by reference).
Amended and Restated Employment Agreement, dated as of January 1, 2009, between Darling International
Inc. and Randall C. Stuewe (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
January 21, 2009, and incorporated herein by reference).
Employment Agreement, dated as of December 17, 2010, by and among Darling International Inc., Griffin
Industries, Inc. and Robert A. Griffin (filed as Exhibit 10.9 to the Company’s Current Report on Form 8-K
filed December 20, 2010 and incorporated herein by reference).
Employment Agreement, dated as of December 17, 2010, by and among Darling International Inc., Griffin
Industries, Inc. and Martin W. Griffin (filed as Exhibit 10.10 to the Company’s Current Report on Form 8-K
filed December 20, 2010 and incorporated herein by reference).
Form of Senior Executive Termination Benefits Agreement (filed as Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed November 29, 2007 and incorporated herein by reference).
Form of Addendum to Senior Executive Termination Benefits Agreement (filed as Exhibit 10.2 to the
Company’s Current Report on Form 8-K filed December 12, 2008 and incorporated herein by reference).
Amended and Restated Senior Executive Termination Benefits Agreement dated, as of January 15, 2009,
between Darling International Inc. and John O. Muse (filed as Exhibit 10.2 to the Company’s Current
Report on Form 8-K filed January 21, 2009 and incorporated herein by reference).
Page 112
10.36 *
10.37 *
10.38 *
10.39 *
10.40 *
10.41
14
21
23
31.1
31.2
32
101
First Addendum to Amended and Restated Senior Executive Termination Benefits Agreement dated as of
December 8, 2009 by and between Darling International Inc. and John O. Muse (filed as Exhibit 10.4 to the
Company’s Current Report on Form 8-K filed December 14, 2009 and incorporated herein by reference).
Second Addendum to Amended and Restated Senior Executive Termination Benefits Agreement dated as of
December 8, 2010 by and between Darling International Inc. and John O. Muse (filed as Exhibit 10.5 to the
Company’s Current Report on Form 8-K filed December 13, 2010 and incorporated herein by reference).
Form of Addendum to Senior Executive Termination Benefits Agreement (filed as Exhibit 10.4 to the
Company’s Current Report on Form 8-K filed December 13, 2010 and incorporated herein by reference).
Separation and Consulting Agreement dated October 26, 2009, between Darling International Inc. and Mark
A. Myers (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 29, 2009 and
incorporated herein by reference).
Form of Indemnification Agreement between Darling International Inc. and its directors and executive
officers (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 25, 2008, and
incorporated herein by reference).
Underwriting Agreement, dated as of January 27, 2011, by and among Darling International Inc., the selling
stockholders signatory thereto and Goldman, Sachs & Co., as representative of the several underwriters
named in Schedule 1 thereto (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
January 28, 2011 and incorporated herein by reference).
Darling International Inc. Code of Business Conduct applicable to all employees, including senior executive
officers (filed as Exhibit 14 to the Company’s Current Report on Form 8-K filed February 25, 2008, and
incorporated herein by reference).
Subsidiaries of the Registrant (filed herewith).
Consent of KPMG LLP (filed herewith).
Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, of
Randall C. Stuewe, the Chief Executive Officer of the Company (filed herewith).
Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, of John
O. Muse, the Chief Financial Officer of the Company (filed herewith).
Written Statement of Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (filed herewith).
Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of
December 31, 2011 and January 1, 2011; (ii) Consolidated Statements of Operations for the years ended
December 31, 2011, January 1, 2011 and January 2, 2010; (iii) Consolidated Statements of Stockholders’
Equity and Comprehensive Income(Loss) for the years ended December 31, 2011, January 1, 2011 and
January 2, 2010; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2011,
January 1, 2011 and January 2, 2010; (v) Notes to the Consolidated Financial Statements.
The Exhibits are available upon request from the Company.
*
Management contract or compensatory plan or arrangement.
Page 113
F o r w a r d - T h i n k i n g
Corporate
information
Principal Office
Darling International Inc.
251 O’Connor Ridge Blvd., Suite 300
Irving, Texas 75038
972.717.0300
www.darlingii.com
Transfer Agent and Registrar
Computershare Investor Services
P.O. Box 43078
Providence, Rhode Island 02940-3078
Shareholder Inquiries 781.575.2879
www.computershare.com
Independent Auditors
KPMG LLP
717 N. Harwood St., Suite 3100
Dallas, Texas 75201-6585
Annual Meeting
May 8, 2012
10:00 a.m.
Rosewood Crescent Hotel
400 Crescent Court
Dallas, Texas 75201
Legal Counsel
Weil, Gotshal & Manges LLP
200 Crescent Court, Suite 300
Dallas, Texas 75201
Form 10-K
Darling International Inc.’s Annual Report on Form
10-K is available upon request without charge:
c/o Investor Relations
Darling International Inc.
251 O’Connor Ridge Blvd., Suite 300
Irving, Texas 75038
www.darlingii.com
Directors
Randall C. Stuewe
Chairman and Director
since February 2003
O. Thomas Albrecht
Director since 2002
D. Eugene Ewing
Director since 2011
Charles Macaluso
Director since 2002
John D. March
Director since 2008
Michael Rescoe
Director since 2011
Michael Urbut
Director since 2005
Officers
Randall C. Stuewe
Chief Executive Officer
Robert A. Griffin
President – Griffin Industries
John O. Muse
Executive Vice President
Finance and Administration
Neil Katchen
Executive Vice President
Co-Chief Operations Officer
Martin W. Griffin
Executive Vice President
Co-Chief Operations Officer
John F. Sterling
Executive Vice President
General Counsel and Secretary
The common stock of Darling International Inc.
is traded on the New York Stock Exchange
(NYSE) under the symbol “DAR.”
F o r w a r d -
F o r w a r d - T h i n k i n g
F o r w a r d - T h i n k i n g
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2011 Annual Report
Darling International Inc.
251 O’Connor Ridge Blvd.
Suite 300
Irving, Texas 75038
S u s t a i n i n g
I n n o v a t i n g
R e n e w i n g