2016 Annual Report
Please visit the Investor section of our website
(www.darlingii.com) to view the 2016 interactive annual report
and shareholder letter.
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, 2016
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 INGREDIENTS 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. X
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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 $2,419,845,000 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 164,714,529 shares of common stock, $0.01 par value, outstanding at February 23, 2017.
DOCUMENTS INCORPORATED BY REFERENCE
Selected designated portions of the Registrant's definitive Proxy Statement in connection with the Registrant’s 2016 Annual
Meeting of stockholders are incorporated by reference into Part III of this Annual Report.
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DARLING INGREDIENTS INC. AND SUBSIDIARIES
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016
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.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
SELECTED FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
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
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PART I
ITEM 1. BUSINESS
GENERAL
Founded by the Swift meat packing interests and the Darling family in 1882, Darling Ingredients Inc. (“Darling”, and
together with its subsidiaries, the “Company” or “we,” “us” or “our”) was incorporated in Delaware in 1962 under the name
“Darling-Delaware Company, Inc.” Darling changed its name from “Darling-Delaware Company, Inc.” to “Darling International
Inc.” on December 28, 1993, and from “Darling International Inc.” to “Darling Ingredients Inc.” on May 6, 2014. 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.
OVERVIEW
We are a global developer and producer of sustainable natural ingredients from edible and inedible bio-nutrients, creating
a wide range of ingredients and customized specialty solutions for customers in the pharmaceutical, food, pet food, feed, industrial,
fuel, bioenergy and fertilizer industries. With operations on five continents, the Company collects and transforms all aspects of
animal by-product streams into useable and specialty ingredients, such as gelatin, edible fats, feed-grade fats, animal proteins and
meals, plasma, pet food ingredients, organic fertilizers, yellow grease, fuel feedstocks, green energy, natural casings and hides.
The Company also recovers and converts used cooking oil and commercial bakery residuals into valuable feed and fuel ingredients.
In addition, the Company provides grease trap services to food service establishments, environmental services to food processors
and sells restaurant cooking oil delivery and collection equipment. In fiscal 2016, the Company generated $3.4 billion in revenues
and $102.3 million in net income attributable to Darling.
On January 7, 2014, we acquired the VION Ingredients business division (“VION Ingredients”) of VION Holding, N.V.,
a Dutch limited liability company (“VION”), by purchasing all of the shares of VION Ingredients International (Holding) B.V.,
and VION Ingredients Germany GmbH, and 60% of Best Hides GmbH (collectively, the “VION Companies”), pursuant to a Sale
and Purchase Agreement dated October 5, 2013, as amended, between Darling and VION (the “VION Acquisition”), as described
in Notes 1 and 2 to the Company’s Consolidated Financial Statements for the period ended December 31, 2016 included herein.
The VION Ingredients business is now conducted under the name Darling Ingredients International. As a result of the VION
Acquisition, the Company’s business is now conducted through a global network of over 200 locations across five continents.
North America
We are a leading provider of animal by-product processing, used cooking oil and bakery residual recycling and recovery
solutions to the U.S. food industry. We operate over 130 processing and transfer facilities in the United States to produce finished
products such as protein (primarily meat and bone meal (“MBM”) and poultry meal (“PM”)), fats (primarily bleachable fancy
tallow (“BFT”), poultry grease (“PG”) and yellow grease (“YG”)), bakery by-products (“BBP”) and hides, as well as a range of
branded and value-added products. Darling sells these products in North America and throughout the world, primarily to producers
of animal feed, pet food, biodiesel, fertilizer and other consumer and industrial ingredients, including oleo-chemicals, soaps and
leather goods, for use as ingredients in their products or for further processing. In Canada, the Company operates under the name
Rothsay, which is a leading recycler of animal by-products and producer of biodiesel. Rothsay processes raw materials into finished
fat and protein products for use in animal feed, pet food, biodiesel, fertilizer and other ingredients and manufactures biodiesel for
domestic and international markets. Rothsay has a network of five rendering plants in Manitoba, Ontario and Nova Scotia and a
biodiesel operation in Quebec.
Europe, China, Australia and South America
Darling Ingredients International, our subsidiary, is a worldwide leader in the development and production of specialty
ingredients from animal by-products for applications in animal feed, pet food, fuel, bioenergy, fertilizer, food and pharmaceuticals.
Darling Ingredients International operates a global network of 66 production facilities across five continents covering all aspects
of animal by-product processing through six brands: Rendac (fuel), Sonac (proteins, fats, edible fats and blood products), Ecoson
(bioenergy and fertilizer), Rousselot (gelatin), CTH (natural casings) and Best Hides (hides and skins). Darling Ingredients
International’s specialized portfolio of over 350 products covers all animal origin raw material types and thereby offers a
comprehensive, single source solution for suppliers. Darling Ingredients International’s business has leading positions across
Europe with operations in the Netherlands, Belgium, Germany, Poland and Italy under the Rendac and Sonac brand names. Value-
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added products include edible fats, blood products, bone products, protein meals and fats. Rousselot is a global leading market
provider of gelatin for the food, pharmaceutical and technical industries with operations in Europe, the United States, South
America and China. CTH is a leading natural casings company for the sausage industry with operations in Europe, China and the
United States.
Operating Segments
The Company's business operates within three reportable operating segments: Feed Ingredients, Food Ingredients and
Fuel Ingredients.
The Feed Ingredients operating segment includes the Company's global activities related to (i) the collection and processing
of beef, poultry and pork animal by-products in North America and Europe into non-food grade oils and protein meals, (ii) the
collection and processing of bakery residuals in North America into Cookie Meal®, which is predominantly used in poultry and
swine rations, (iii) the collection and processing of used cooking oil in North America into non-food grade fats, as well as the
production and sale of a variety of cooking oil collection delivery systems, (iv) the collection and processing of bovine, porcine
and bovine blood in China, Europe, North America and Australia into blood plasma powder and hemoglobin, (v) the processing
of cattle hides and hog skins in North America and cattle hides in Europe, (vi) the production of organic fertilizers using protein
produced from the Company’s animal by-products processing activities in North America and Europe, and (vii) the provision of
grease trap services to food service establishments and environmental services to food processors in North America. Non-food
grade oils and fats produced and marketed by the Company are principally sold to third parties to be used as ingredients in animal
feed and pet food, as an ingredient for the production of biodiesel and renewable diesel, or to the oleo-chemical industry to be
used as an ingredient in a wide variety of industrial applications. Protein meals produced and marketed by the Company are sold
to third parties to be used as ingredients in animal feed, pet food and aquaculture. Blood plasma powder and hemoglobin produced
and marketed by the Company are sold to third parties to be used as ingredients in animal feed, pet food and aquaculture.
The Food Ingredients operating segment includes the Company's global activities related to (i) the collection and
processing of beef and pork bone chips, beef hides, pig skins, and fish skins into gelatin and hydrolyzed collagen in Europe, China,
South America and North America, (ii) the collection and processing of porcine and bovine intestines into natural casings in Europe,
China and North America, (iii) the extraction and processing of porcine mucosa into crude heparin in Europe, (iv) the collection
and refining of animal fat into food grade fat in Europe, and (v) the processing of bones to bone chips for the gelatin industry and
bone ash. Gelatins produced and marketed by the Company are sold to third parties to be used as ingredients in the pharmaceutical,
nutriceutical, food, and technical (e.g., photographic) industries. Natural casings produced and marketed by the Company are sold
to third parties to be used as an ingredient in the production of sausages and other similar food products.
The Fuel Ingredients operating segment includes the Company's global activities related to (i) the conversion of animal
fats and recycled greases into biodiesel in North America, (ii) the conversion of organic sludge and food waste into biogas in
Europe, (iii) the collection and conversion of fallen stock and certain animal by-products pursuant to applicable E.U. regulations
into low-grade energy sources to be used in industrial applications, (iv) the processing of manure into natural bio-phosphate in
Europe, and (v) the Company’s share of the results of its equity investment in Diamond Green Diesel Holdings LLC, a joint venture
with Valero Energy Corporation (“Valero”) to convert animal fats, recycled greases, used cooking oil, inedible corn oil, soybean
oil, or other feedstocks that become economically and commercially viable into renewable diesel (the “DGD Joint Venture”) as
described in Note 7 to the Company's Consolidated Financial Statement for the period ended December 31, 2016 included herein.
For financial information about our operating segments and geographic areas, refer to Note 20 to the Company's
Consolidated Financial Statements for the period ended December 31, 2016 included herein.
Fiscal 2016 Net External Sales
Darling’s net external sales from fiscal 2016 continuing operations by operating segment were as follows (in thousands):
Net sales:
Feed Ingredients
Food Ingredients
Fuel Ingredients
Total
Fiscal
2016
Fiscal
2015
Fiscal
2014
$ 2,089,145
1,061,912
247,058
$ 3,398,115
61.5% $ 2,074,333
1,094,918
31.2
228,195
7.3
100.0% $ 3,397,446
61.1% $ 2,421,462
1,248,352
32.2
286,629
6.7
100.0% $ 3,956,443
61.2%
31.6
7.2
100.0%
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OPERATIONS
Feed Ingredients Segment
Our Feed Ingredients segment consists principally of (i) our U.S. ingredients business, including our fats and proteins,
used cooking oil, trap grease and food residuals collection businesses, the Rothsay ingredients business, and the ingredients and
specialty products businesses conducted by Darling Ingredients International under the Sonac name (proteins, fats, technical fats
and blood products) and (ii) our bakery by-products business.
Animal By-Products
North American Operations
Raw materials: The Company's North American animal by-products operations collect beef, poultry and pork by-products,
which are collected primarily from slaughterhouses, grocery stores, butcher shops and food service establishments. These raw
materials are collected in one of two manners. Certain large suppliers, such as large slaughterhouses, are furnished with bulk
containers in which the raw material is loaded. We provide 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 we collect 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. These raw materials are delivered to plants for processing usually within 24 hours of collection
to deter spoilage.
In North America, we also collect used cooking oil from and service grease traps at restaurants, food service establishments
and grocery stores. Used cooking oil 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 dryers. Many of our 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 that we supply. In some instances, these containers
are unloaded directly onto our trucks, while in other instances used cooking oil is pumped through a vacuum hose into the truck. We
sell two types of containers, called CleanStar® and B.O.S.S., for used cooking oil collection to food service establishments, 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 collection
is determined by the volume of oil generated by the food service establishment. We either transport trap grease to waste treatment
centers or recycle it at our facilities into a host of environmentally safe product streams. We provide our 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. The Company also collects non-hazardous liquid and semi-solid
waste streams from the food processing industry and reprocesses and recycles these residuals, primarily by permitted land
application to enrich soils in accordance with applicable environmental regulations.
Processing operations: We produce finished products primarily through the grinding, cooking, separating, drying, and
blending of various raw materials. The process starts with the collection of animal by-products, including fat, bones, feathers,
offal and other animal by-products. The animal by-products are ground and heated to evaporate water and separate fats from
animal tissue, as well as to sterilize and make the material suitable as an ingredient for animal feed. The separated fats, tallows
and greases are then centrifuged and/or refined for purity. The remaining solid product is pressed to remove additional oils to
create protein meals. The protein 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 MBM, PM (both feed
grade and pet food), PG, tallow, feather meal and blood meal. In addition, at certain of our facilities, we are able to operate multiple
process lines simultaneously, which provides us with the flexibility and capacity to manufacture a line of premium and value-
added products in addition to our principal finished products. Because of these processing controls, we are able to produce premium
products that typically have higher protein and energy content and lower moisture than standard finished products, and such
products command premium prices.
International Operations
Darling Ingredients International’s ingredients and specialty products businesses are operated under the Sonac name by
our Sonac C3, Sonac Bone and Sonac Blood business activities. The Sonac ingredients and specialty products businesses of Darling
Ingredients International operate similarly to our North American ingredients division. However, the Sonac businesses, with the
exception of Sonac C3, further separate raw material streams to add additional value to each stream.
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•
•
•
Sonac C3 processes animal by-products collected primarily from slaughterhouses, into proteins and fats for
applications used in the pet food, feed, technical, biofuels and oleo-chemical markets. Oleo-chemical producers
use fats to produce specialty ingredients used in paint, rubber, paper, concrete, plastics and a variety of other
consumer and industrial products.
Sonac Bone processes porcine bones into fat, bone protein, glue, bone ash and bone chips for the feed, pet food,
food and gelatin industries.
Sonac Blood processes bovine, porcine and ovine blood by separating blood into plasma and hemoglobin and
produces specialized end products for application in the feed and pet food markets. Sonac Blood’s end products
include plasma, fibrimex, globin and hemin.
Bakery By-Products
The Company is a leading processor of bakery residuals in the United States. The bakery by-products division, which
operates solely in the United States, collects bakery residual materials and processes the raw materials into BBP, including Cookie
Meal®, an animal feed ingredient primarily used in poultry and swine rations.
Raw materials: Bakery by-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. The Company collects these
materials by bulk loading onsite at the bakeries utilizing proprietary equipment, the majority of which is designed, engineered,
manufactured and installed by us. All of the bakery residual that the Company collects is bulk loaded, which we believe 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 residual allows us to significantly streamline our bakery recycling process, reduce personnel costs,
and maximize freight savings by hauling more tons per load.
Processing operations: The highly automated bakery by-products 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 residual process, packaging materials are removed. The packaging material is fed
into a combustion chamber along with sawdust, 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.
Other Products
Our Feed Ingredients segment also includes the Company’s hides businesses, including that operated under the BestHides
name by Darling Ingredients International, and the organic fertilizer business conducted under the Nature Safe® name.
•
•
Our hides operations process hides and skins from beef and hog processors, respectively, into outputs used in
commercial applications, such as the leather industry. We sell treated hides and skins to external customers, the
majority of which are tanneries. BestHides sources, sorts and processes hides from slaughterhouses, renderers
and traders in Western Europe, and has a leading position in the premium South German hides market. Fresh
and salted hides and fresh skins are sold to tanneries, automotive companies, leather processors and to the shoe
and furniture industries in Italy, Germany and China.
Our fertilizer operations utilize finished products from our animal by-products division to manufacture organic
fertilizers from ingredients approved by the U.S. Department of Agriculture (“USDA”) to be used in organic
farming which contain no waste by-products (i.e., sludge or sewage waste). The Company's North American
fertilizer products are predominantly sold to golf courses, sports facilities, organic farms and landscaping
companies.
Food Ingredients Segment
Our Food Ingredients segment consists principally of (i) the gelatin business conducted by Darling Ingredients
International under the Rousselot name, (ii) the natural casings and meat by-products business conducted by Darling Ingredients
International under the CTH name and (iii) certain specialty products businesses conducted by Darling Ingredients International
under the Sonac name.
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Gelatin
Rousselot is a global leading market provider of gelatin and hydrolyzed collagen for the food, nutritional pharmaceutical
and technical (e.g., photographic) industries with operations in Europe, China, South America and the United States. Rousselot
has a network of 13 production plants and 6 sales locations, covering sales into more than 75 countries. With the Rousselot gelatin
business, the Company is part of the growing global gelatin market. Gelatin is a functional ingredient, which means that it has a
role in the end product by adding a critical property to it that is largely non-substitutable. Gelatin is used in a large variety of end
products, but only small amounts are used in most products. Currently, available substitutes are limited and do not have the broad
functionality required for most usages. Rousselot gelatin products have higher sales prices relative to the Company’s other end
products, but comprise a minimal portion of the cost of final products in many segments, for example the pharmaceutical end
markets. We believe many end customers focus on gelatin quality and consistency, supply reliability, application know-how and
regulatory support and are therefore relatively less price sensitive to gelatin products. Rousselot’s profitability is mainly driven
by its ability to timely transfer increases in net raw materials costs to its customers in order to realize a relatively stable added
value per kilogram of gelatin, in combination with a strong focus on operations excellence and product quality. Rousselot is
involved in all four types of gelatin (pigskin, hide, bone and fish). Raw material prices are mainly driven by the availability and
quality of raw material, and sales prices are mainly driven by market demand and the expected availability of gelatin supply. As
such, securing sufficient raw material positions is key to the business. Rousselot enters into formal arrangements related to raw
material purchases that differ by raw material type, by duration and by regional area. Rousselot markets its hydrolyzed collagen
under the “Peptan” brand; this fast-growing specialty ingredient is positioned specifically towards nutritional supplement customers
focusing on improved bone, joint and skin health.
Natural Casings and Meat By-Products
The CTH business of Darling Ingredients International is a leading natural casings company for the sausage business
with operations in Europe, China and the United States. The activities of this business are divided into two categories:
•
•
CTH Casings harvests, sorts and sells hog and sheep casings for worldwide food markets, particularly sausage
manufacturers, and harvests, processes and sells hog and beef bowel package items for global pharmaceutical,
food and feed market segments. CTH holds a leading position in the highly fragmented global casings market.
CTH Meat By-Products harvests, purchases and processes hog, sheep and beef meat by-products for customers
in the global food and European pet food industries. In the meat by-products market, CTH is a major player with
established sales networks in Europe and Asia.
Other Specialty Products
In addition, our Food Ingredients segment includes the heparin and edible fat businesses currently operated by Darling
Ingredients International under the Sonac name:
•
•
Sonac Heparin extracts crude heparin from hydrolyzed mucosa for application in the pharmaceutical industry.
Sonac Fat primarily melts, refines and packages animal fat into food grade fat for the food markets.
Our Fuel Ingredients segment consists of (i) our biofuel business conducted under the Dar Pro® and Rothsay names and
(ii) the bioenergy business conducted by Darling Ingredients International under the Ecoson and Rendac names.
Fuel Ingredients Segment
Biofuel
We produce biodiesel at our facilities in the United States and Canada. In the United States, we use a portion of our
rendered animal fats and recycled cooking oils, as well as third-party additives, to produce Bio G-3000™ Premium Diesel Fuel.
We have the annual capacity to produce two million gallons of Bio G-3000™ at our facility in Butler, Kentucky. Our facility in
Sainte-Catherine, Quebec also processes tallow and recycled cooking oils produced by us into biodiesel. The Quebec facility,
which was acquired in the Rothsay Acquisition, has a current annual capacity to produce approximately 14 million gallons a year.
Our biodiesel product is sold to our internal divisions, as well as to commercial biodiesel producers in the United States and
Canada, to be used as biodiesel fuel, a clean burning additive for diesel fuel, or as a biodegradable solvent or cleaning agent.
Page 8
Bioenergy
In Europe, Ecoson produces green power from biogas production out of organic sludge and food waste for combined
heat plant installations. Ecoson is the largest industrial digestion operation in the Netherlands, with an output matching the annual
use of energy needs of approximately 14,000 households. In addition Ecoson's fat refinery produces refined fats and fatty acids.
In fiscal 2014, Ecoson commenced the processing of manure into natural biophosphate for use as fertilizer and green gas.
Rendac collects fallen stock and animal waste, also referred to as Category 1 and Category 2 material under applicable
E.U. regulations, from farmers and slaughterhouses, and processes these materials into fats and meals, which can only be used as
a low grade source of energy or fuel for boilers and cement kilns. With a specialized collection fleet of approximately 300 trucks,
Rendac collects raw materials in the Netherlands, Germany, Luxembourg and Belgium. This business is a market leader in the
countries of Belgium, Netherlands and Luxembourg (the "Benelux region") and certain parts of Germany, a predominantly regulated
market with spare capacity requirements and long-term contracts with local governments. The market for the collection and
processing of fallen stock in these regions is regulated, and government contracts provide for exclusivity of the service to the
contracted partner and regulate the guaranteed returns for the Company.
Diamond Green Diesel
The DGD Joint Venture commenced operations in June 2013. The DGD Joint Venture operates a renewable diesel plant
(the “DGD Facility”) located in Norco, Louisiana capable of processing approximately 12,000 barrels per day of input feedstock
to produce renewable diesel fuel and certain other co-products. We account for the DGD Joint Venture as an “investment in
unconsolidated subsidiary.” The DGD Joint Venture operates the DGD Facility, which converts animal fats, recycled greases and
used cooking oil, which are supplied in part by us, and other feedstocks that become economically and commercially viable, such
as inedible corn oil and soybean oil, into renewable diesel. The DGD Facility uses 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 1.4 billion pounds per year of feedstocks, into renewable diesel and certain other co-
products. The Diamond Green Diesel renewable diesel product is sold to refiners under the Diamond Green Diesel® name to be
blended with diesel fuel and is interchangeable with diesel produced from petroleum. Biodiesel blenders registered with the
Internal Revenue Service were eligible for a tax incentive in the amount of $1.00 per gallon of renewable diesel blended with
petroleum diesel to produce a mixture containing 0.1% diesel fuel. As a blender, the DGD Joint Venture has recorded approximately
$160.6 million and $156.6 million of blenders tax credits in fiscal 2016 and 2015, respectively, with Darling's portion equaling
50%. However, the blenders tax credit expired on December 31, 2016, and is therefore at risk for calendar year 2017 and into the
future due to delay or denial of extension. In April 2016, the Company announced the planned expansion of the DGD Facility's
annual production capacity from 160 million gallons of renewable diesel to 275 million gallons, with an estimated date of completion
of construction and commissioning of the project in the second quarter of 2018.
Raw materials pricing and supply contracts
We have two primary pricing arrangements-formula and non-formula arrangements-with our suppliers of poultry, beef,
pork, bakery residuals and used cooking oil. Under a “formula” arrangement, the charge or credit for raw materials is tied to
published finished product prices for a competing ingredient after deducting a fixed processing fee. We also acquire 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. The credit received or amount charged for raw materials 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. Since most of our raw materials are residual by-products of meat processing and other food production, we are not able to
contract with our suppliers to increase supply if demand for our products increases.
A majority of our U.S. North American volume of rendering raw materials, including all of our significant poultry accounts,
and substantially all of our bakery feed raw materials are acquired on a “formula basis,” which in most cases is set forth in contracts
with our suppliers, generally with multi-year terms. These “formulas” allow us to manage the risk associated with decreases in
commodity prices by adjusting our costs of materials based on changes in the price of our finished products, while also permitting
us, 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 us and our suppliers of the costs and benefits from movements in commodity prices. A majority of Rothsay’s North
American volume of rendering raw materials are acquired based on prices fixed on a quarterly basis with suppliers, with the
remaining portion acquired on a “formula basis.” Darling Ingredients International (including North American operations) acquires
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a majority of its volume of rendering raw materials at spot or quarterly fixed prices. Although Darling Ingredients International,
in general, has no long term contracts with its key suppliers, it has procured a series of four-year supply agreements with VION’s
foods division (“VION Food”) that became effective on closing of the VION Acquisition and provided approximately 11% of
Darling Ingredients International’s raw material supply (based on raw materials procured in fiscal 2016). Approximately 83% of
Darling's U.S. North American volume of raw materials in fiscal 2016 was acquired on a "formula" basis.
Certain of the Company's geographic regions facilities are highly dependent on one or a few suppliers. During the 2016
fiscal year, the Company's 10 largest raw materials suppliers in North America accounted for approximately 27% of the total raw
material processed by the Company in North America, with one single supplier accounting for approximately 5% of the total raw
material processed in North America. In Europe, the Company's 10 largest raw material suppliers accounted for approximately
31% of the total raw material processed by the Company in Europe, with one single supplier accounting for approximately 13%
of the total raw material processed in Europe. In China, the Company's 10 largest raw material suppliers accounted for approximately
22% of the total raw material processed by the Company in China, with one single supplier accounting for approximately 6% of
the total raw material processed in China. In South America, the Company's 10 largest raw material suppliers accounted for
approximately 62% of the total raw material processed by the Company in South America, with one single supplier accounting
for approximately 15% of the total raw material processed in South America. See “Risk Factors - A significant percentage of our
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, any operating facilities dependent on such suppliers could be materially
and adversely affected. (See “Risk Factors-Certain of our 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.”
MARKETING, SALES AND DISTRIBUTION OF FINISHED PRODUCTS
The Company sells its finished products worldwide. Finished product sales are primarily managed through our commodity
trading departments. With respect to our North American operations, we have trading departments located at our corporate
headquarters in Irving, Texas and at our regional office in Cold Spring, Kentucky. We also maintain a sales office in Des Moines,
Iowa for the sale and distribution of selected products. Darling Ingredients International’s finished product sales are managed
primarily through trading departments that are located in Son en Breugel, the Netherlands, and through various offices located in
Europe, Asia, South America and North America. Where appropriate, we coordinate international sales of common products in
order to market them more efficiently. Our sales force is in contact with customers daily and coordinates the sale, and assists in
the distribution of, most finished products produced at our processing plants. The Company also sells its finished products
internationally directly to customers or, in some cases, through commodities brokers and agents. We market certain of our finished
products under our Dar Pro Ingredients brand, certain specialty products under the Sonac name, gelatin products under the Rousselot
name, natural casings and meat by-products under the CTH name and hides under the BestHides name. See Note 20 of Notes to
Consolidated Financial Statements for a breakdown of the Company’s sales by geographic regions.
The Company sells finished products in North America and throughout the world, primarily to producers of animal feed,
pet food, biodiesel, fertilizer and other consumer and industrial products, including oleo-chemicals, soaps and leather goods, for
use as ingredients in their products or for further processing. Certain of our finished products are ingredients that compete with
alternatives, such as corn, soybean oil, inedible corn oil, palm oils, soybean meal and heating oil, based on nutritional and functional
values; therefore, the actual pricing for those finished products, as well as competing products, can be quite volatile. While the
Company's principal 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 us to sell into
the market with the highest return. The Company's premium, value-added and branded products command significantly higher
pricing relative to the Company's principal finished product lines due to their enhanced nutritional content, which is a function
of the Company's specialized processing techniques. Customers for our premium, value-added and branded products include feed
mills, pet food manufacturers, integrated poultry producers, the dairy industry and golf courses. Feed mills purchase meals, fats,
blood products, and Cookie Meal® for use as feed ingredients. 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 under supply contracts with us. Oleo-chemical producers use fats as
feedstocks to produce specialty ingredients used in paint, rubber, paper, concrete, plastics and a variety of other consumer and
industrial products. Darling Ingredients International’s premium, value-added and branded products also command higher pricing,
including with respect to gelatin, natural casings, meat by-products, edible fat, heparin and specialty blood products.
We obtain payment protection for most of our global export sales by requiring payment before shipment, either through
bank letters of credit or cash against documents at the origin of the sale or guarantees of payment from government agencies. For
U.S. sales, we are ordinarily paid for products in U.S. dollars and have not experienced any material currency translation losses
or any material foreign exchange control difficulties. Darling Ingredients International’s product sales are generally denominated
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in the local currency. However, in certain markets (such as South America), some product sales are denominated in non-functional
currencies, such as U.S. dollars and euros. Historically, Darling Ingredients International hedged non-functional currency product
sales, which we have continued since acquiring the VION Ingredients business in January 2014.
Our management monitors market conditions and prices for our finished products on a daily basis. If market conditions
or prices were to significantly change, our 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 raw material cost to
finished product prices effectively establishes the gross margin on finished product sales at a stable level, providing us some
protection from finished product price declines.
Finished products produced by the Company are shipped primarily by truck or rail from our plants shortly following
production. While there can be some temporary inventory accumulations at various North American and international locations,
particularly port locations for export shipments, with the exception of gelatin and natural casings, inventories rarely exceed three
weeks’ production and, therefore, we use limited working capital to carry those inventories. Our limited inventories also reduce
our exposure to fluctuations in finished-product prices. With respect to gelatin and natural casings, Darling Ingredients International,
in contrast, has historically carried much larger inventories due to the manufacturing process and market dynamics related to those
products, which requires a greater amount of working capital to carry these investments. Other factors that influence competition,
markets and the prices that we receive for our finished products include the quality of our finished products, consumer health
consciousness, worldwide credit conditions, currency fluctuations, tariffs, and government aid and regulations. From time to time,
we enter into arrangements with our suppliers of raw materials pursuant to which these suppliers have the option to buy back our
finished products at market prices.
The Company operates a fleet of trucks, trailers and railcars to transport raw materials from suppliers and finished products
to customers or ports for transportation by ship. It also utilizes third party freight companies to cost-effectively transfer materials
and augment our in-house logistics fleet. Within our bakery by-products division, substantially all inbound and outbound freight
is handled by third party logistics companies.
COMPETITION
We believe we are the only global ingredients company with products generated principally from animal-origin raw
material types; however, we compete with a number of regional and local players in our various sub-segments and end markets.
The procurement of raw materials currently presents greater challenges to our business than the sale of finished products. In
North America, 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). At
the same time, the number of small meat processors, which have historically been a dependable source of supply for non-captive
renderers, such as us, has been decreasing. In addition, the slaughter rates in the meat processing industry are subject to economic
conditions and, as a result, during periods of economic 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 in the United States 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 with a number of local slaughtering operations that provide us with raw materials. In
North America, we compete with other rendering, restaurant services and bakery residual businesses, and alternative methods of
disposal of animal processing by-products and used restaurant cooking oil provided by trash haulers, waste management companies
and biodiesel companies and others. In addition, U.S. food service establishments have increasingly experienced theft of used
cooking oil. A number of our competitors for the procurement of raw material are experienced, well-capitalized companies that
have significant operating experience and historic supplier relationships. Competition for available raw materials is based primarily
on price and proximity to the supplier.
In marketing our finished products domestically and internationally, we face competition from other processors and from
producers of other suitable ingredient alternatives. However, we differentiate ourselves through the scope and depth of our product
portfolio and geographic footprint. While we compete with a number of well capitalized companies across our business, such as
Cargill, Inc., Tyson Foods, Inc. and Swift & Company in the U.S. products business, and others in the global gelatin, bone products,
and blood products business, we do not have a single competitor that we compete with across all of our products or geographies.
SEASONALITY
Although the amount of raw materials made available to us in each of our segments by our suppliers is relatively stable
on a weekly basis, it is impacted by seasonal factors, including holidays, during which the availability of raw materials declines
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because major meat and poultry processors are not operating, and cold and other severe weather, which can hinder the collection
of raw materials. Warm weather can also adversely affect the quality of raw materials processed and our 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 our operating results between periods. The amount of bakery residuals we
process generally increases during the summer from June to September. Gelatin sales generally decline in the summer.
INTELLECTUAL PROPERTY
The Company maintains valuable trademarks, service marks, copyrights, trade names, trade secrets, proprietary
technologies and similar intellectual property, and considers our intellectual property to be of material value. We have registered
or applied for registration of certain of our intellectual property, including the tricolor triangle used in our signage and logos and
the names “Darling,” “Darling Ingredients”, “Griffin Industries,” “Dar Pro Solutions,” “Dar Pro,” “Rousselot,” “Sonac,” “Ecoson,”
“Rendac,” “Rothsay,” “Nature Safe,” “CleanStar,” “Peptan,” “Cookie Meal,” and “Bakery Feeds,” and certain patents, both
domestically and internationally, relating to the process for preparing nutritional supplements and the drying and processing of
raw materials.
EMPLOYEES AND LABOR RELATIONS
As of December 31, 2016, the Company employed globally approximately 10,000 persons full-time. While we have no
national or multi-plant union contracts, at December 31, 2016, approximately 22% of the Company's North American employees
were covered by multiple collective bargaining agreements. In addition, approximately 44% of Darling Ingredients International's
employees are covered by various collective bargaining agreements. Management believes that our relations with our employees
and their representatives are satisfactory. There can be no assurance, however, that these satisfactory arrangements will continue,
or that new agreements will be reached without union action or on terms satisfactory to us.
REGULATIONS
We are subject to the rules and regulations of various federal, state, local and foreign governmental agencies including,
but not limited to, the following principal governmental agencies in the following countries:
United States
•
The Food and Drug Administration (“FDA”), which regulates pharmaceutical products and food and feed safety. The
FDA has promulgated rules prohibiting the use of mammalian proteins, with some exceptions, in feeds for cattle, sheep
and other ruminant animals (21 C.F.R. 589.2000, referred to herein as the “BSE Feed Rule”) to prevent further spread of
bovine spongiform encephalopathy, which is commonly referred to as "mad cow" disease (“BSE”). 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 (the “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 Enhanced BSE Rule prohibits 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. Management
believes we are in compliance with the provisions of these rules. In addition, the FDA is responsible for implementing
and enforcing the Food Safety Modernization Act, which was signed into law on January 4, 2011, and gave FDA a series
of powers intended to better protect human and animal health by adopting a modern, preventive and risk-based approach
to food safety regulation. The FDA finalized major rules affecting the production, importation and transport of human
and animal food. See Item 1A “Risk Factors - Our business may be affected by the impact of BSE and other food safety
issues,” for more information regarding certain FDA rules that affect our business, including changes to the BSE Feed
Rule and rules and regulations under the Food Safety Modernization Act.
• The United States Department of Agriculture (“USDA”), which has authority over meat, poultry, and egg products and
inspects producers to ensure compliance with applicable laws and regulations. Within the USDA, two agencies exercise
direct regulatory oversight of our activities:
- Animal and Plant Health Inspection Service (“APHIS”) certifies facilities and claims made for exported
materials to meet importing country requirements and establishes and enforces import requirements for
live animals and animal by-products as well as plant products, and
- Food Safety Inspection Service (“FSIS”) regulates sanitation and biosecurity of our facilities and our
food safety programs at plants producing edible fats and meats, among other things.
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On January 12, 2004, FSIS issued three interim final rules designed to enhance its BSE safeguards in order to
minimize human exposure to BSE infective tissues and assure consumers of the safety of the meat supply. These
regulations prohibited non-ambulatory animals from entering the food chain, required removal of specified risk materials
at slaughter and prohibited carcasses from cattle tested for BSE from entering the food chain until the animals tested
negative for BSE, among other provisions. On July 13, 2007, FSIS published an affirmation of the interim final rules
concerning prohibition of specific risk materials and non-ambulatory animals and the use of stunning devices, with several
amendments.
On November 19, 2007, APHIS implemented revised import regulations that allowed Canadian cattle 30 months
of age and older and born on or after March 1, 1999, and bovine products derived from such cattle to be imported into
the United States for any use, if such cattle and products complied with specific FDA and FSIS regulations. Imports of
Canadian cattle younger than 30 months of age have been allowed since March 2005. Imports of specialized risk material
(“SRM”) from Canadian-born cattle slaughtered in Canada are not permitted. On March 4, 2014, APHIS implemented
amended import regulations concerning cattle and bovine products. The final rule established a system for classifying
regions as to BSE risk that is consistent with international standards set by the World Organization for Animal Health
(“OIE”), and based importation requirements for cattle and beef products on: (i) the inherent risk of BSE infectivity in
the commodity to be imported and (ii) the BSE risk status of the region from which the commodity originates.
• The U.S. Environmental Protection Agency (“EPA”), which regulates air and water discharges and hazardous and solid
waste requirements among other environmental requirements, as well as local and state environmental agencies with
jurisdiction over environmental matters affecting the Company's operations. The EPA also administers the National
Renewable Fuel Standard Program (“RFS2”).
• The Association of American Feed Control Officials (“AAFCO”), which is a voluntary membership association of state,
and federal agencies that regulate the sale and distribution of animal feeds and animal drug remedies. Although, AAFCO
has no regulatory authority, it brings together stakeholders and works to develop and implement uniform and equitable
laws, regulations, standards, definitions, and enforcement polices for regulating the manufacture, labeling, distribution
and sale of animal feeds.
•
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 transportation agencies, which
regulate the operation of our commercial vehicles.
• The U.S. Occupational Safety and Health Administration (“OSHA”), which is the main federal agency charged with the
enforcement of worker safety and health legislation.
• The Securities and Exchange Commission (“SEC”), which regulates securities and information required in annual,
quarterly and other reports filed by publicly traded companies.
European Union and E.U. Member States
• The European Commission, Directorate-General for Health and Food Safety, which addresses regulations for food, feed,
human and animal health, technical uses of animal by-products and packaging.
• The European Medicines Agency, which establishes guidance for pharmaceutical products, bovine products and metal
residues.
• The European Food Safety Authority, which advises the European Commission, the European Parliament and the EU
Member States on food safety.
• The European Directorate for the Quality of Medicine and Healthcare, which protects public health by enabling the
development, supporting the implementation, and monitoring the application of quality standards for safe medicines and
their safe use.
• The European Pharmacopeia, which establishes requirements for the qualitative and quantitative composition of
medicines, the tests to be carried out on medicines and on substances and materials used in their production.
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• The European Chemicals Agency, which is responsible for the implementation of the Regulation (EC) No 1907/2006 on
the Registration, Evaluation, Authorisation and Restriction of Chemicals.
• The European Commission, Directorate-General for the Environment, which establishes regulations on pollution and
waste, such as Directive 2010/75/EU on Industrial Emissions (Integrated Pollution Prevention and Control) and the Best
Available Techniques Reference Document on the Slaughterhouses and Animal By-products Industries.
• EU Member States must ensure adequate enforcement, control and supervision of principles set forth in numerous EU
Directives and Regulations, such as minimum safety and health requirements for the workplace and use of work equipment
by workers. EU Member States may be allowed to maintain or establish more stringent measures in their own legislation.
In general, each EU Member State’s ministry of labor affairs is responsible for regulating health and safety at work and
labor inspection services and is in charge of controlling compliance with applicable legislation and regulations.
• The Dutch Food and Consumer Product Safety Authority (Nederlandse Voedsel- en Warenautoriteit), which issues permits,
approvals and registrations to establishments or plants engaged in certain activities related to the handling of animal by-
products and food and feed production.
• Belgian Federal Agency for the Safety of the Food Chain (FASFC) (Federal Agentschap voor de Veiligheid van de
Voedselketen), which issues permits, approvals and registrations to establishments or plants engaged in certain activities
related to the handling of animal by-products and food and feed production.
• Belgium's Public Waste Agency of Flanders (Openbare Afvalstoffenmaatschappij voor het Vlaams Gewest), which issues
permits, approvals and registrations to establishments or plants carrying out certain activities related to the handling of
animal by-products.
• The German Competent Authorities at state (Länder) level, which issue permits, approvals and registrations to
establishments or plants carrying out certain activities related to the handling of animal by-products and food and feed
production.
• The United Kingdom’s Health and Safety Executive is the government body responsible for enforcing health and safety
at work legislation, such as the Health and Safety at Work Act 1974, and enforcing health and safety law in industrial
workplaces, together with local authorities.
• The United Kingdom’s Food Standards Agency issues permits, approvals and registrations to plants carrying out certain
activities related to the handling of animal by-products.
Canada
• The Canadian Food Inspection Agency (“CFIA”), which regulates animal health and the disposal of animals and their
products or by-products.
• Canadian provincial ministries of agriculture and the environment, which regulate food safety and quality, air and water
discharge requirements and the disposal of deadstock.
• The Canadian Department of the Environment (“Environment Canada”), which ensures compliance with Canadian federal
air and water discharge and wildlife management requirements, and the various provincial and local environmental
ministries and agencies.
• The Canadian Technical Standards and Safety Authority (“TSSA”), a non-profit organization that regulates the safety of
fuels and pressure vessels and boilers.
China
• The General Administration of Quality Supervision, Inspection and Quarantine, which supervises the import and export
of food and feed.
• The Ministry of Health of the People’s Republic of China, which establishes standards for food and pharmaceutical
products.
• The Chinese Pharmacopeia, which establishes standards for pharmaceutical products.
Page 14
• Ministry of Environmental Protection of the People's Republic of China, which regulates the environmental protection
standards.
• Ministry of Labor and Social Security of the People's Republic of China, which establishes the regulations of labor,
welfare and health insurance.
•
State Administration of Work Safety, which establishes the work safety standards and regulations.
Brazil
• The Ministry of Agriculture, Cattle and Supply (Ministério da Agricultura, Pecuária e Abastecimento), which regulates
the production of gelatin.
• Ministry of Labor (Ministério do Trabalho), which regulates labor health and safety.
• National Water Agency (ANA), which regulates waste water discharge permits.
•
State Government Agency CETESB, responsible for the control, supervision, monitoring and licensing process for pollution
generating activities.
Argentina
• The National Department for Food Safety and Quality (Servicio Nacional de Sanidad y Calidad Agroalimentaria), which
regulates the production of gelatin.
• The National Department of Animal Health (Servicio Nacional de Sanidad Animal), which at the local level is equivalent
to the FDA in Argentina.
• Ministry of Labor (MMTT - Ministerio de Trabajo) which proposes, designs develops, manages and monitors policies
for all areas of labor, employment and labor relations, vocational training and social security.
• Department of Sustainable Development (OPDS - Organizmo Provincial para el Desarrollo Sostenible), which regulates
all environmental affairs and issuing of the Environmental Aptitude Certificate.
• National Water Authority (ADA - Autoridad Del Agua), which regulates water consumption and waste water discharge.
Australia
• The Australian Quarantine and Inspection Service, which regulates the import and export of agricultural products,
including animal by-products.
• The Department of Agriculture, Fisheries and Forestry, which administers meat and animal by-product legislation.
• PrimeSafe, which is the principal regulator of meat and animal by-product businesses in the State of Victoria.
• The Australian Competition and Consumer Commission, which regulates Australia’s competition and consumer protection
law.
• The Australian Securities and Investments Commission, which regulates Australia’s company and financial services laws.
• Worksafe Victoria, which is the regulator responsible for administering and enforcing occupational health and safety laws
and regulations in the State of Victoria.
• Environment Protection Authority Victoria, which administers environmental protection laws in Victoria.
• Goulburn-Murray Rural Water Corporation, which manages allocation and use of water under local water laws in
Victoria.
Rules and regulations promulgated by these and other agencies may influence our operating results at one or more facilities.
Page 15
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.
We make available, free of charge, through our investor relations web site, our reports on Forms 10-K, 10-Q and 8-K,
and amendments to those reports, as well as all other filings with the SEC, as soon as reasonably practicable after such materials
are electronically 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://ir.darlingii.com. Information contained on these websites is not and should not be deemed to be a part of this report or any
filing filed with, or furnished to, the SEC by us.
ITEM 1A. RISK FACTORS
An investment in Darling involves substantial risks. In consultation with your financial, tax and legal advisors, you should
carefully consider, among other matters, the following risks described in, as well as the other information contained in or
incorporated by reference into, this report. If any of the events described in the following risk factors actually occur, our business,
financial condition, prospects or results of operations could be materially adversely affected, the market price of our common
stock could decline and you may lose all or part of your investment in the common stock. The risks and uncertainties described
below are not the only risks we face. Additional risks and uncertainties that are not currently known or that are currently deemed
to be immaterial may also materially and adversely affect our business operations and financial condition or the market price of
our common stock. The risks described below also include forward-looking statements and our actual results may differ substantially
from those discussed in these forward-looking statements. See the section entitled “Forward-Looking Statements” in this filing.
Risks Related to the Company
The prices of many of our products are subject to significant volatility associated with commodities markets.
Our principal finished products include MBM, PM, BFT, YG, PG, BBP and hides, which are commodities. We also
manufacture and sell a number of other products that are derived from animal by-products and many of which are commodities
or compete with commodities. The prices of these commodities are quoted on, or derived from prices quoted on, established
commodities markets. Accordingly, our 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 our products by our customers. Historically, market
prices for commodity grains, fats and food stocks have fluctuated in response to a number of factors, including global changes in
supply and demand resulting from changes in local and global economic conditions, changes in global government agriculture
programs, changes in energy policies of U.S. and foreign governments, 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 we seek to mitigate the risks associated with price declines, including by diversifying
our finished products offerings, through the use of formula pricing tied to commodity prices for a substantial portion of our raw
materials (which may not protect our margins in periods of rapidly declining prices) and hedging, a significant decrease in the
market price of any of our products or of other commodities that may be substituted for our products would have a material adverse
effect on our results of operations and cash flow. Furthermore, rapid and material changes in finished goods prices, including
competing agricultural-based alternative ingredients, generally have an immediate and, often times, material impact on the
Company’s gross margin and profitability resulting from the brief lapse of time between the procurement of the raw materials and
the sale of the finished goods.
The prices available for the Company’s Food Ingredients segment’s gelatin, edible fats and natural casings products are
influenced by other competing ingredients, including plant-based and synthetic hydrocolloids and artificial casings. In the gelatin
operation, in particular, the cost of the Company's animal-based raw material moves in relationship to the selling price of the
finished goods. The processing time for the Food Ingredients segment's gelatin and casings is generally 30 to 60 days, which is
substantially longer than the Company's Feed Ingredients segment's animal by-products operations. Consequently, the Company’s
gross margin and profitability in this segment can be influenced by the movement of finished goods prices from the time the raw
materials were procured until the finished goods are sold.
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The Company’s Fuel Ingredients segment, which converts fats into renewable diesel, organic sludge and food waste into
biogas, and fallen stock into low-grade energy sources is impacted by world energy prices for oil, electricity and natural gas.
In addition, increases in the market prices of raw materials would require us to raise prices for our premium, value-added
and branded products to avoid margin deterioration. There can be no assurance as to whether we could implement future 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 our customers. Our results of operations could be materially and adversely affected in the future by this volatility.
Our business is dependent on the procurement of raw materials, which is the most competitive aspect of our business.
Our management believes that the most competitive aspect of our business is the procurement of raw materials rather
than the sale of finished products. Many of our raw materials are derived directly or indirectly from animal by-products, which
results in the following challenges:
•
•
•
•
•
In North America, 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).
Concurrently, the number of small U.S. meat processors, which have historically been a dependable source of
supply for non-captive or independent U.S. renderers, such as us, has been decreasing.
The slaughter rates in the U.S. and international meat processing industry are subject to decline during poor
economic conditions when consumers generally reduce their consumption of protein, and as a result, during
such periods of decline, the availability, quantity and quality of raw materials available to independent renderers,
such as us, decreases.
In addition, the Company has seen an increase in the use of used cooking oil in the production of biodiesel,
which has increased competition for the collection of used cooking oil from restaurants and other food service
establishments and contributed to an increase in the frequency and magnitude of theft of used cooking oil in the
United States.
Furthermore, a decline in the general performance of the global economy (including a decline in consumer
confidence) and an inability of consumers and companies to obtain credit in the financial markets could have a
negative impact on our raw material volume, such as through the forced closure of any of our raw material
suppliers. A significant decrease in available raw materials or a closure of a significant number of raw material
suppliers could materially and adversely affect our business, results of operations and financial condition,
including the carrying value of certain of our assets.
The rendering industry is highly fragmented and both the rendering and bakery residual industries are very competitive.
We compete with other rendering businesses and alternative methods of disposal of animal by-products, bakery residue 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, U.S. restaurants experience theft of used cooking oil, the frequency and magnitude
of which increases with the rise in value of used cooking oil. Depending on market conditions, we either charge a collection fee
to offset a portion of the cost incurred in collecting raw material, collect on a no pay/no charge basis 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 our collection fees being
deemed too expensive, the payments we offer being deemed too low or otherwise, our raw material supply will decrease and our
collection fee revenues will decrease, which could materially and adversely affect our business, results of operations and financial
condition. In addition, the amount of raw material acquired, which has a direct impact on the amount of finished goods produced,
can also have a material effect on our gross margin reported, as the Company has a substantial amount of fixed operating costs.
A majority of the Company's U.S. volume of animal by-product raw materials, including all of its significant U.S. poultry
accounts, and substantially all of the Company's U.S. bakery feed raw materials, are acquired on a “formula basis,” which in most
cases is set forth in contracts with our suppliers, generally with multi-year terms. These “formulas” allow us to mitigate the risks
associated with decreases in commodity prices by adjusting our costs of materials based on changes in the price of our finished
products, while also permitting us, 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 us and our 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 our business, results of operations
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and financial condition. A majority of Rothsay’s animal by-product raw materials are acquired based on prices fixed on a quarterly
basis with suppliers, with the remaining portion acquired on a “formula basis.” A majority of Darling Ingredients International’s
volume of animal by-product raw materials are acquired at spot or quarterly fixed prices. Although Darling Ingredients International,
in general, has no long term contracts with its key suppliers, it has procured a series of four-year supply agreements with VION
Food that became effective concurrently with the completion of the VION Acquisition and provided approximately 11% of Darling
Ingredients International’s raw material supply in fiscal 2016.
Our business may be adversely impacted by fluctuations in exchange rates, which could affect our ability to comply with our
financial covenants.
We carry out transactions in a number of foreign currencies, principally the euro, the Canadian dollar, the Chinese renminbi,
the Brazilian real, the British pound, the Japanese yen, the Argentine peso, the Australian dollar and the Polish zloty. To the extent
possible, we attempt to match revenues and expenses in each of the currencies in which we operate. However, we will still be
exposed to currency fluctuations when we translate the results of our overseas operations into U.S. dollars, our functional currency,
in the preparation of our consolidated financial statements. The exchange rates between these currencies and the U.S. dollar may
fluctuate and these fluctuations may affect our U.S. dollar-denominated results of operations and financial condition even if our
underlying operations and financial condition, in local currency terms, remain unchanged. While we have entered into and may
from time to time enter into the use of currency hedging instruments to provide us with protection from adverse fluctuations in
currency exchange rates, there can be no assurance that such instruments will successfully protect us from more pronounced swings
in such exchange rates. Further, by utilizing these instruments we potentially forego the benefits that might result from favorable
fluctuations in currency exchange rates.
We also face risks arising from the possible future imposition of exchange controls and currency devaluations. Exchange
controls may limit our ability to convert foreign currencies into U.S. dollars or to remit dividends and other payments by our
foreign subsidiaries located in, or business conducted within, a country imposing such controls. Currency devaluations would
result in a diminished value of funds denominated in the currency of the country instituting the devaluation.
Any fluctuations in exchange rates or the imposition of exchange controls or currency devaluation may adversely impact
our ability to comply with the financial and other covenants under the documents governing our indebtedness, which could affect
our ability to incur indebtedness, pay dividends, make investments or take other actions that might be in our best interest. Should
our international operations continue to expand, they will represent a larger part of our business and such exchange rate fluctuations
may have a greater impact on our business, financial condition and results of operations.
We are highly dependent on natural gas, diesel fuel and electricity, the price of which can be volatile, and such dependency
could materially adversely affect our business.
Our operations are highly dependent on the use of natural gas, diesel fuel and electricity. We consume significant volumes
of natural gas to operate boilers in our plants, which generate steam to heat raw materials. Natural gas prices represent a significant
cost of facility operations included in cost of sales. We also consume significant volumes of diesel fuel to operate our fleet of
tractors and trucks used to collect raw materials. 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 our operating results. Although we continually manage these costs and hedge our exposure to changes in fuel prices through
our formula pricing, and from time to time, derivatives, a material increase in prices for natural gas and/or diesel fuel over a
sustained period of time could materially adversely affect our business, results of operations and financial condition. We also
require a significant amount of electricity in operating certain of our facilities, a disruption of which or a significant increase in
the cost of which could have a material adverse effect on the business and results of operations of the affected facility.
A significant percentage of our revenue is attributable to a limited number of suppliers and customers.
In fiscal 2016, the Company's top ten customers for finished products accounted for approximately 19% of product sales.
In addition, the Company's top ten raw material suppliers accounted for approximately 22% of its raw material supply in the same
period. VION Food, Darling Ingredients International’s largest raw materials supplier, accounted for approximately 11% of Darling
Ingredients International’s raw materials supply in fiscal 2016. Darling Ingredients International has entered into supply agreements
with VION Food pursuant to which VION Food supplies Darling Ingredients International with by-products generated by VION
Food’s operations. The supply agreements all have a term of four years and became effective concurrently with the completion
of the VION Acquisition. MFI, Rothsay’s largest raw materials supplier, accounted for approximately 23% of Rothsay’s raw
materials supply in fiscal 2016. In connection with the Rothsay Acquisition, we entered into a seven-year supply agreement with
MFI to supply us with substantially all of the MFI raw materials processed by Rothsay prior to the sale.
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Disruptions or modifications to, or termination of, our relationships with any of our significant suppliers or customers,
or financial difficulties experienced by any of our suppliers or customers that lead to curtailment or termination of their operations,
could cause our businesses to suffer significant financial losses and could have a material adverse effect on our business, earnings,
financial condition and/or cash flows.
Certain of our operating facilities are highly dependent upon a single or a few suppliers.
Certain of our operating 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, curtail their operations or
otherwise cease using our collection services, these operating facilities may be materially and adversely affected, which could
materially and adversely affect our business, results of operations and financial condition.
We face risks associated with our international activities, which could negatively affect our sales to customers in foreign
countries and our operations and assets in such countries.
We conduct foreign operations in Europe, Canada, Asia, South America and Australia. While we expect that our
geographical diversity reduces our exposure to risks in any one country or part of the world, it also subjects us to the various risks
and uncertainties relating to international sales and operations, including:
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imposition of tariffs, quotas, trade barriers and other trade protection measures imposed by foreign countries
regarding the importation of poultry, beef and pork products, in addition to operating, import or export licensing
requirements imposed by various foreign countries;
imposition of border restrictions by foreign countries with respect to the import of poultry, beef and pork products
due to animal disease or other perceived health or safety issues;
impact of currency exchange rate fluctuations between the U.S. dollar and foreign currencies, particularly the
euro, the Canadian dollar, the Chinese renminbi, the Brazilian real, the British pound, the Japanese yen, the
Argentine peso, the Australian dollar and the Polish zloty, which may reduce the U.S. dollar value of the revenues,
profits and cash flows we receive from non-U.S. markets or of our assets in non-U.S. countries or increase our
supply costs, as measured in U.S. dollars in those markets;
exchange controls and other limits on our ability to import raw materials, import or export finished products or
to repatriate earnings from overseas, such as exchange controls in effect in China, that may limit our ability to
repatriate earnings from those countries;
different regulatory structures (including creditor rights that may be different than in the United States) and
unexpected changes in regulatory environments (including, without limitation, in China), including changes
resulting in potentially adverse tax consequences or imposition of onerous trade restrictions, price controls,
industry controls, animal and human food safety controls, employee welfare schemes or other government
controls;
political or economic instability, social or labor unrest or changing macroeconomic conditions or other changes
in political, economic or social conditions in the respective jurisdictions;
changes in our effective tax rate, including tax rates that may exceed those in the United States, earnings that
may be subject to withholding requirements and incremental taxes upon repatriation, changes in the mix of our
business from year to year and from country to country, changes in rules related to accounting for income taxes,
changes in tax laws in any of the jurisdictions in which we operate and adverse outcomes from tax audits;
compliance with and enforcement of a wide variety of complex U.S. and non-U.S. laws, treaties and regulations,
including, without limitation, anti-bribery laws such as the U.S. Foreign Corrupt Practices Act (the “FCPA”),
the U.K. Bribery Act 2010, the Brazilian corporate anti-corruption law and similar anti-corruption legislation
in many jurisdictions in which we operate, as well as economic and trade sanctions enforced by the U.S.
Department of the Treasury’s Office of Foreign Assets Control, the EU and other governmental entities; and
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distribution costs, disruptions in shipping or reduced availability or increased costs of freight transportation.
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These risks and uncertainties could jeopardize or limit our ability to transact business in one or more of our international
markets or in other developing markets and may have a material adverse effect on our business, results of operations, cash flows
and financial condition.
The DGD Joint Venture subjects us to a number of risks.
In January 2011, our wholly-owned subsidiary entered into a limited liability company agreement with a wholly-owned
subsidiary of Valero to form the DGD Joint Venture, which was formed to design, engineer, construct and operate the DGD Facility,
which is capable of processing approximately 12,000 barrels per day of input feedstock to produce renewable diesel fuel and
certain other co-products. The DGD Facility, which is located adjacent to Valero’s refinery in Norco, Louisiana, reached mechanical
completion and began production of renewable diesel in June 2013. As of December 31, 2016, under the equity method of
accounting, we had an investment in the DGD Joint Venture of approximately $270.7 million included on the consolidated balance
sheet. There is no assurance that the DGD Joint Venture will continue to be profitable or allow us to continue to make a return
on our investment.
In April 2016, the Company announced the planned expansion of the DGD Facility's annual production capacity from
160 million gallons to 275 million gallons of renewable diesel. Final engineering and cost analysis for the project were completed
during the third quarter of 2016. The estimated construction costs for the project are $190 million, which is expected to be funded
by DGD Joint Venture cash flow. The DGD Joint Venture estimates completion of construction and commissioning of the project
in the second quarter of 2018. The DGD Joint Venture expects to operate at full capacity throughout the expansion phase, excluding
an estimated 15-to-30 days of normal downtime for maintenance in 2017 and an estimated 40 days of necessary downtime for
final tie-ins in 2018. The planned expansion will also include expanded outbound logistics for servicing the many developing low
carbon fuel markets around North America and worldwide. While construction on the expansion project is underway, there is no
guarantee that unforeseen issues will not arise in connection with the completion or startup of the expansion project, and any
unexpected significant changes to the scope of the project related thereto could require investment of additional financial resources
by the DGD Joint Venture and/or the joint venture partners, including the Company, which could be significant.
The DGD Joint Venture is dependent on governmental energy policies and programs, such as the RFS2 and low carbon
fuel standards (LCFS) (such as in the state of California), 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 effect on the
DGD Joint Venture. See the section entitled “Risk Factors-Risks Related to the Company-Our biofuels business may be affected
by energy policies of U.S. and foreign governments.” Similarly, the DGD 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 used by the DGD Joint Venture, which could negatively affect the price of renewable
diesel and have a material adverse effect on the DGD Joint Venture.
In addition, the operation of a joint venture such as this involves a number of risks that could harm our business and result
in the DGD Joint Venture not performing as expected, such as:
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problems integrating or developing operations, personnel, technologies or products;
the unanticipated breakdown or failure of equipment or processes, including any unforeseen issues that may
arise in connection with the operation of the DGD Facility or completion and startup of the expansion project;
the inaccuracy of our assumptions about prices for the renewable diesel that the DGD Joint Venture produces;
unforeseen engineering or environmental issues, including new or more stringent environmental regulations
affecting operations;
the inaccuracy of our assumptions about the timing and amount of anticipated revenues and operating costs
including feedstock prices;
the diversion of management time and resources;
difficulty in obtaining and maintaining permits and other regulatory issues, potential license revocation and
changes in legal requirements;
difficulties in establishing and maintaining relationships with suppliers and end user customers;
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limitations in the DGD Joint Venture’s loan agreement with Valero prohibit the payment of distributions to the
DGD Joint Venture partners until certain conditions required by the loan agreement with Valero are satisfied;
however, those conditions were met in fiscal 2016 and the DGD Joint Venture distributed $50.0 million to the
DGD Joint Venture partners;
the risk that one or more competitive new renewable diesel plants are constructed that use different technologies
from the DGD Joint Venture facility and result in the marketing of products that are more effective as a substitute
for carbon-based fuels or less expensive than the products marketed by the DGD Joint Venture;
performance below expected levels of output or efficiency;
reliance on Valero and its adjacent refinery facility for many services and processes;
if any of the risks described in connection with the DGD Joint Venture occur, possible impairment of the acquired
assets, including intangible assets;
possible third party claims of intellectual property infringement; and
being forced to sell our equity interests in the DGD Joint Venture pursuant to buy/sell provisions in the DGD
Joint Venture’s operating agreement and failing to realize the benefits of the DGD Joint Venture.
If any of these risks described above were to materialize and the operations of the DGD Joint Venture were significantly
disrupted, it could have a material adverse effect on our business, financial condition and results of operations.
Our biofuels 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, the EPA finalized
regulations for RFS2 in 2010. The regulation mandated 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, which amount is subject to increase by the Administrator of the EPA. On November 23, 2016, the EPA
issued a final rule establishing the biomass-based diesel obligations for 2018 at 2.1 billion gallons. The EPA, in November 2015
had previously established the 2017 biomass-based diesel obligation at 2.0 billion gallons. In addition the EPA established the
advanced biofuel requirements for 2017 at 4.28 billion RIN's (renewable identification numbers) and the total renewable fuel
obligation at 19.28 billion RIN's. Biomass-based diesel qualifies to fulfill the biomass based diesel requirement, the non-specified
portion of the advanced biofuel requirement and the total renewable fuel requirement. In order to qualify as a “renewable fuel”
each type of fuel from each type of feedstock is required to lower greenhouse gas emissions (“GHG”) by levels specified in the
regulation. The EPA has determined that biofuels (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 our finished
products may be impacted by worldwide government policies relating to renewable fuels and GHG. Programs like RFS2 and
LCFS and tax credits for biofuels both in the United States and abroad may positively impact the demand for our finished products.
As a blender, the DGD Joint Venture has recorded approximately $160.6 million and $156.6 million of blenders tax credits in
fiscal 2016 and 2015, respectively, with Darling's portion equaling 50%. While in fiscal 2016, the amount of tax credits for biofuels
impacting the Company was material, legal challenges or changes to, a failure to enforce, reductions in the mandated volumes
under, or discontinuing any of these programs could have a negative impact on our business and results of operations. Furthermore,
the blenders tax credits expired on December 31, 2016, and is therefore at risk for calendar year 2017 and into the future due to
delay or denial of extension.
We may incur material costs and liabilities in complying with government regulations.
We are subject to the rules and regulations of various governmental agencies in the United States, the European Union
(the “EU”), Canada, China and the other countries in which Darling Ingredients International operates. These include rules and
regulations administered by governmental agencies at the supranational, federal, state, provincial or local level. See Item1.
"Business - Regulations" for a listing of certain governmental agencies to which we are subject.
The applicable rules, regulations and guidance promulgated by these and other agencies, which are likely to change over
time, affect our operations and may influence our operating results at one or more facilities. Furthermore, the loss of or failure to
obtain necessary federal, state, provincial or local permits and registrations at one or more of our facilities could halt or curtail
operations at impacted facilities, which could result in impairment charges related to the affected facility and otherwise adversely
affect our operating results. In addition, our failure to comply with applicable rules, regulations and guidance, including obtaining
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or maintaining required operating certificates or permits, could subject us 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 we will
not incur material costs and liabilities in connection with these rules, regulations and guidance.
Because of our international operations throughout much of the world, we could be adversely affected by violations of the
FCPA and similar anti-bribery laws. The FCPA and similar anti-bribery laws generally prohibit companies and their intermediaries
from making improper payments or providing anything of value to improperly influence government officials or other third parties
for the purpose of obtaining or retaining business or obtaining an unfair business advantage. Recent years have seen a substantial
increase in the global enforcement of anti-corruption laws. Our operations outside the United States, including in developing
countries, could increase the risk of such violations. In addition, we may enter into joint ventures with joint venture partners who
are domiciled in areas of the world with anti-bribery laws, regulations and business practices that differ from those in the United
States. There is risk that our joint venture partners will violate the FCPA or other applicable anti-bribery laws and regulations.
While our policies mandate compliance with the FCPA and other anti-bribery laws, we cannot provide assurance that our internal
control policies and procedures will always protect us from violations committed by our employees, joint venture partners or
agents. Violations of the FCPA or other anti-bribery laws, or allegations of such violations, could result in lengthy investigations
and possibly disrupt our business, lead to criminal and/or civil legal proceedings brought by governmental agencies and/or third
parties, result in material fines and legal and other costs and have a material adverse effect on our reputation, business, results of
operations, cash flows and financial condition.
Given the competitive nature of our industry, we could be adversely affected by violations of various countries’ antitrust,
competition and consumer protection laws. These laws generally prohibit companies and individuals from engaging in
anticompetitive and unfair business practices. While our policies mandate compliance with these laws, we cannot provide assurance
that our internal control policies and procedures will always protect us from violations or reckless or criminal acts committed by
our employees, joint venture partners or agents.
Seasonal factors and weather, including the physical impacts of climate changes, can impact the availability, quality and volume
of raw materials that we process and negatively affect our operations.
The quantity of raw materials available to us is impacted by seasonal factors, including holidays, when raw material
volumes decline, and cold weather, which can impact the collection of raw materials. In addition, warm weather can adversely
affect the quality of raw materials processed and our yield on production due to more rapidly degrading raw materials. In addition
to seasonal impacts, depending upon the location of our facilities and those of our suppliers, our operations could be subject to
weather impacts, including the physical impacts of climate changes, changes in rainfall patterns, water shortages, changing sea
levels, changing storm patterns and intensities and changing temperature levels. Physical damage, flooding, excessive snowfall
or drought resulting from changing climate patterns could adversely impact our costs and business operations, the availability and
costs of our raw materials, and the supply and demand for our end products. These effects could be material to our results of
operations, liquidity or capital resources. The quality and volume of the finished products that we are able to produce could be
negatively impacted by unseasonable or severe weather or unexpected declines in the volume of raw materials available during
holidays, which in turn could have a material adverse effect on our business, results of operations and financial condition. In
addition, severe weather events may also impact our ability to collect or process raw materials or to transport finished products.
Downturns and volatility in global economies and commodity and credit markets could materially adversely affect our business,
results of operations and financial condition.
Our results of operations are materially affected by the conditions of the global economies and the credit, commodities
and stock markets. Among other things, we may be adversely impacted if our 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 our suppliers and customers. Declining discretionary consumer spending or the loss or impairment of a meaningful number
of our suppliers or customers could lead to declines in either raw material availability or customer demand. Any tightening in
credit supply could negatively affect our customers’ ability to pay for our products on a timely basis or at all and could result in
a requirement for additional bad debt reserves. Although many of our customer contracts are formula-based, continued volatility
in the commodities markets could negatively impact our 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
products due to market price declines.
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Our substantial level of indebtedness could adversely affect our financial condition.
As of December 31, 2016, our total indebtedness, including trade debt, was approximately $1.8 billion. Our high level
of indebtedness could have important consequences, including the following:
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making it more difficult for us to satisfy our obligations to our financial lenders and our contractual and
commercial commitments;
limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions
or other general corporate requirements on commercially reasonable terms or at all;
requiring us to use a substantial portion of our cash flows from operations to pay principal and interest on our
indebtedness instead of other purposes, thereby reducing the amount of our cash flows from operations available
for working capital, capital expenditures, acquisitions and other general corporate purposes;
increasing our vulnerability to adverse economic, industry and business conditions;
exposing us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest;
increasing our exposure to the impact on our debt level of changes in foreign exchange rate conversion to
functional currency;
limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we
operate;
placing us at a competitive disadvantage compared to other, less leveraged competitors; and
increasing our cost of borrowing.
In addition, the indentures that govern our senior notes and the credit agreement governing our senior secured credit
facilities contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest. Our
failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the
acceleration of all our funded indebtedness. See Item 7. “Management Discussion and Analysis of Financial Condition and Results
of Operations” - “Senior Secured Credit Facilities”, “5.375% Senior Notes due 2022” and “4.75% Senior Notes due 2022.”
Despite our existing level of indebtedness, we and our subsidiaries may still be able to incur substantially more indebtedness,
which could further exacerbate the risks to our financial condition described above.
We and our subsidiaries may be able to incur substantial additional indebtedness in the future, including additional secured
indebtedness under the senior secured credit facilities. Although the indentures that govern the senior notes and the credit agreement
governing the senior secured credit facilities contain restrictions on our incurrence of additional indebtedness, these restrictions
are subject to a number of significant qualifications and exceptions, and the additional indebtedness that could be incurred in
compliance with these restrictions could be substantial. To the extent that we or our subsidiaries incur additional indebtedness,
the risks associated with our indebtedness, including our possible inability to service our indebtedness, could intensify. See Item
7. “Management Discussion and Analysis of Financial Condition and Results of Operations” - “Senior Secured Credit Facilities”,
“5.375% Senior Notes due 2022” and “4.75% Senior Notes due 2022.”
We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to
satisfy our obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and
operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business,
legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating
activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.
If our cash flows and capital resources are insufficient to fund our debt service obligations and to meet our other cash
needs, we could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations,
seek additional debt or equity capital or restructure or refinance our indebtedness. We may not be able to effect any such alternative
measures, if necessary, on commercially reasonable terms or at all and, even if successful, such alternative actions may not allow
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us to meet our scheduled debt service obligations and our other cash needs. The credit agreement governing our senior secured
credit facilities and the indentures governing our senior notes restrict our ability to use the proceeds from the disposition of assets,
debt incurrence or sales of equity to repay other indebtedness when it becomes due. We may not be able to consummate any such
dispositions or to obtain debt or equity proceeds in amounts sufficient to meet any debt service obligations then due, and we may
be restricted under the credit agreement governing our senior secured credit facilities or the indentures governing our senior notes
from using any such amounts to service other debt obligations.
If we cannot make scheduled payments under any of the agreements governing our debt, we would be in default under
such agreements, which could allow lenders under any credit facilities to terminate their commitments to loan money and could
allow the applicable lenders or other debt holders to declare all outstanding principal and interest of such debt to be immediately
due and payable, and, in the case of secured debt, to foreclose against the assets securing such debt and apply the proceeds from
such foreclosure to repay amounts owed to them. Any of these events would likely in turn trigger cross-acceleration or cross-
default provisions in our other debt instruments, which would allow the creditors under those instruments to exercise similar rights.
If any of these actions are taken, we could be forced into restructuring, bankruptcy or liquidation.
Our ability to repay our indebtedness depends in part on the performance of our subsidiaries, including our non-guarantor
subsidiaries, and their ability to make payments.
We conduct a significant portion of our operations through our subsidiaries, a number of which operate outside the United
States. Accordingly, repayment of our indebtedness is dependent, to a significant extent, on the generation of cash flow by our
subsidiaries and their ability to make such cash available to us. Unless they are guarantors of the indebtedness, our subsidiaries
do not have any obligation to pay amounts due on the indebtedness or to make funds available for that purpose. Under certain
circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. For example, our
subsidiaries that are organized under the laws of, and operate in, China, currently have substantial regulatory restrictions on their
ability to make cash available to us. While the credit agreement governing the senior secured credit facilities, the indentures
governing our senior notes and the agreements governing certain of our other indebtedness will limit the ability of certain of our
subsidiaries to incur consensual restrictions on their ability to make other intercompany payments to us, these limitations are
subject to certain significant qualifications and exceptions.
Our 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 known as “Swine Flu”), highly pathogenic strains of avian
influenza (collectively known as “Bird Flu”), including, but not limited to, H5N1, H7N3, H7N8, H7N9, H9N2, H10N8, H5N8
and H5N5 strains of avian influenza and severe acute respiratory syndrome (“SARS”) 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. Bird
Flu generally refers to highly aggressive and fatal diseases of birds caused by flu viruses that, once established, can spread rapidly
from flock to flock and have also been known to affect humans. Different strains of flu viruses can cause Bird Flu, including, but
not limited to the H5, H7, H9 and H10 strains. Each of these flu virus strains may be further divided into subtypes such as H5N1.
Human illnesses and deaths have occurred among people having direct contact with poultry infected with the H5N1, as well as
other strains of Bird Flu. In 2008, world health experts were concerned that this and other H5 strains of Bird Flu could develop
into a global pandemic if the virus adapted further and could be spread from person to person. While cases of people contracting
Bird Flus from direct contact with poultry have been reported in China and other parts of Asia, none of these viruses have been
spread among humans. To date, the original H5N1 strain thought to potentially cause a human pandemic has not been reported in
North America but outbreaks of other H5 strains recently occurred in commercial poultry flocks outside Asia. During 2016, Europe
has been affected by the hight pathogenic strain of H5N8, which was spread by wild migratory birds. Impact on commercial
breeding was limited due to strict biosecurity measures. As of the date of this report, various strains of Bird Flu continue to be
reported in wild fowl and commercial poultry in Europe, the Middle East and parts of Asia. An H5 strain was reported in commercial
poultry farms in Western Canada and backyard flocks in the Northwestern United States in December 2014 and commercial turkey
farms in California on January 24, 2015. Migratory birds were subsequently blamed for spreading H5 strains among commercial
poultry flocks in the Midwestern United States and Ontario, Canada. Migratory birds, however, are not believed to be the source
of a highly pathogenic strain of H7N8 confirmed on January 15, 2016 in a commercial turkey flock in Indiana. Instead, animal
health officials believe a low pathogenic strain of H7N8 present in nearby flocks mutated to be highly pathogenic. This latest
outbreak of Bird Flu was confined to a single flock. No other outbreaks of HPAI were reported in the U.S. on commercial poultry
farms during 2016. Cats housed in a New York City animal shelter were confirmed to have a low pathogenic strain of H7N2 in
December 2016 and one worker is believed to have contracted the virus after direct contact with the cats. This low pathogenic
strain caused mild illness in the cats and worker. To date, there have been no reports that these Bird Flu strains can be spread from
person to person.
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In April 2013, the first case of porcine epidemic diarrhea (“PED”) virus was confirmed in the United States and
subsequently spread to more than 33 states in the United States and in Ontario and three other Canadian provinces. The PED virus
is highly contagious among pigs, but does not affect other animals and is not transmissible to humans. The effects of the PED
virus on hog production will vary according to the age of the pigs affected. Death rates can be very high among young pigs, while
symptoms are mild in older animals. The PED virus is now considered to be endemic within the U.S. and outbreaks continue to
occur, primarily during the winter months. The severity of the disease in terms of production and economic losses is declining as
the U.S. swine herd develops resistance to the disease. Because the PED virus is common in other parts of the world and poses
no threat to human health or food safety, its presence in a country or region does not restrict trade in pork or pork products. However,
any outbreak that is severe enough to significantly reduce the pig population in a country or region could reduce the availability
of pork raw material to our plants. Animal health experts believe the PED virus is spread primarily through contaminated feces,
although other transmission routes continue to be studied. On January 30, 2015, scientists in the College of Veterinary Sciences
at the University of Minnesota released its report titled “Risk Assessment of Feed Ingredients as Vehicles in the Transmission of
the PED Virus.” This risk assessment concluded that the virus is unlikely to survive the rendering process. Therefore, the risk of
spreading PED through rendered animal fats and proteins was determined to be negligible. Because data on the effects of spray
drying on the virus is limited, the risk of spreading PED through spray dried blood products was determined to be negligible to
low. Any reports, proven or perceived, that implicate animal feed or feed ingredients, including but not limited to animal byproducts,
as contributing to the spread of the PED virus could negatively affect demand for our products as ingredients in pig feeds in the
United States and in Canada.
From December 2002 to June 2003, China and some other countries experienced an outbreak of SARS, a highly contagious
form of atypical pneumonia. On July 5, 2003, the World Health Organization declared that the SARS outbreak had been contained.
In April 2004, however, a number of isolated new cases of SARS were reported, including in central China.
Although no global disease pandemic among humans has been linked to Bird Flu, Swine Flu, PED virus or SARS as of
the date of this report, governments may be pressured to address these concerns, including by executive action such as temporarily
closing certain businesses, including meat and animal processing facilities, within their jurisdictions suspected of contributing to
the spread of such diseases or by legislative or other policy action, such as prohibiting imports of animals, meat and animal by-
products from countries or regions where the disease is detected or suspected. For example, during May and June 2003, many
businesses in China were temporarily closed by the Chinese government to prevent transmission of SARS.
The EU has enacted several legislative acts for disease control, as well as other legislation regarding the notification of
animal diseases within the community and veterinary and zootechnical checks, among others. The applicable legislation generally
enables the EU to take preventive measures, as well as act promptly in case of an outbreak, by restricting the circulation of livestock
and products at risk of being infected within the EU and implementing bans on the imports of such products. For instance, there
are preventive measures against Bird Flu that must be implemented by all the EU Member States. In the event of an outbreak of
Bird Flu, the Council Directive 2005/94/EC on the control of avian influenza provides for preventive measures relating to the
surveillance and the early detection of Bird Flu and the minimum control measures to be applied in the event of an outbreak of
that disease in poultry or other captive birds. The EU Member States are empowered to act quickly in the case of an outbreak by
defining protection and surveillance risk zones and adopting measures such as restricting the movement of live poultry and certain
poultry products to other EU Member States or to Third Countries. In addition, EU import bans have also been placed on potentially
risky poultry products and susceptible imports from Third Countries with Bird Flu outbreaks.
If Swine Flu, Bird Flu, the PED virus, SARS or any other disease that is correctly or incorrectly linked to animals and
has a negative impact on meat or poultry consumption or animal production occurs in any jurisdiction in which we operate, such
occurrence could have a material negative impact on the volume of raw materials available to us or the demand for our finished
products.
Our business may be affected by the impact of animal related disease, such as BSE and other food safety issues.
The FDA has put in place restrictions to prevent the spread of BSE, and certain foreign governments have also restricted
exports of beef and beef products from the United States following the detection of BSE in the United States in December 2003.
The OIE characterizes the United States' current BSE status as one of “negligible risk,” an important step for regaining access to
export markets for U.S. MBM. We do not expect trade issues related to BSE to have a material impact on our business, financial
condition or results of operations. However, continued concern about BSE in the United States, and other countries in which we
operate now or in the future, may result in additional regulatory and market related challenges that may affect our operations or
increase our operating costs.
FDA's Enhanced BSE Rule prohibits, among other things, the use of tallow having more than 0.15% insoluble impurities
in feed for cattle or other ruminant animals. In addition, the Enhanced BSE Rule prohibits brain and spinal cord material from
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cattle aged 30 months and older or the carcasses of such cattle, if the brain and spinal cord are not removed (collectively, “Prohibited
Cattle Materials”), and tallow derived from Prohibited Cattle Materials that also contains more than 0.15% insoluble impurities
in the feed or food for all animals. We have made capital expenditures and implemented processes and procedures to be compliant
with the Enhanced BSE Rule at all of our U.S. operations. In Canada, the CFIA implemented feed restrictions, which were similar
to the FDA’s BSE Feed Rule, in 1997 to prevent the spread of BSE. Following confirmation of nine positive cases of BSE between
May 2003 and July 2007, however, the CFIA amended the Canadian Health of Animals Regulations to strengthen Canada’s BSE
safeguards (“SRM Ban”). These enhanced safeguards, which became effective July 2007, required the removal of all SRMs from
animal feed, pet food and fertilizer; placed the removal, transport and disposal of SRM under direct CFIA control; prohibited the
use of tallow containing more than 0.15% insoluble impurities in any animal feed; and extended the retention time for keeping
relevant records from two years to 10 years. Other cases of BSE have been reported in Canada since the SRM Ban was implemented.
The most recent case was confirmed on February 11, 2015 and the CFIA reported that no part of the infected carcass entered
human or animal food systems. We can provide no assurance that unanticipated costs and/or reductions in raw material volumes
related to our compliance with the Enhanced BSE Rule, the SRM Ban or the occurrence of new cases of BSE will not negatively
impact our operations and financial performance.
APHIS announced its intent to remove BSE-related import restrictions on sheep, goats and other small ruminant animals
in a proposed rule published July 18, 2016 (“Small Ruminant Rule”), to address inconsistencies in import regulations that have
existed since APHIS amended import regulations for cattle, bison and other large ruminants and their products in 2013. The Small
Ruminant Rule proposes to allow imports of live sheep and goats as well as by-products derived from sheep and goats, except for
processed animal proteins that have been derived from sheep and goats, which will continue to be prohibited because APHIS
believes they may become contaminated with bovine materials and present a BSE risk. The comment period for the Small Ruminant
Rule closed on September 16, 2016. The Company believes that once finalized, the Small Ruminant Rule will allow fats and oils
that were previously denied entry, such as used cooking oil and mixed species fats, to be imported into the U.S. from Canada.
Any rule that either prohibits or allows the importation of animal derived products can potentially affect access to our raw materials
and distribution of our finished products. Management will continue to monitor the Small Ruminant Rule as it moves through
the rulemaking process.
With respect to human food, pet food and animal feed safety in the United States, the Food and Drug Administration
Amendments Act of 2007 (the “FDAAA”) directed the FDA to establish a Reportable Food Registry (“RFR”), which was
implemented on September 8, 2009. In September 2009, the FDA issued a final rule on the RFR, and then subsequently published
a separate draft guidance (referred to as “Edition 2”), which it has not finalized, in May 2010. These guidance documents define
a reportable food, which the manufacturer or distributor would be required to report in the RFR, to include materials used as
ingredients in animal feeds and pet foods, if there is reasonable probability that the use of, or exposure to, such materials will
cause serious adverse health consequences or death to humans or animals. In March 2014, the FDA issued an advance notice of
proposed rulemaking (“ANPR”) to solicit comments and information regarding provisions in the Food Safety Modernization Act
(“FSMA”) that amended Section 417 of the Food, Drug and Cosmetic Act (“FD&C Act”), which governs the RFR, to permit the
FDA to require the submission of “consumer-oriented information” regarding a reportable food. The FDA later reopened the
ANPR comment period until August 18, 2014. In July 2013, the FDA announced the criteria to be used to determine whether the
agency will prioritize regulatory action against pet food and farmed animal feeds that may be injurious to health because they are
contaminated with Salmonella (and therefore considered to be adulterated under section 402(a)(1) of FD&C Act) in the “Compliance
Policy Guide Sec. 690.800, Salmonella in Food for Animals” (the “CPG”). According to the CPG, any finished pet food
contaminated with any species of Salmonella will be considered adulterated and the FDA believes regulatory action is warranted
in cases involving such pet foods because of the heightened risk to humans given the high likelihood of direct human contact with
the pet food. Finished 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 for which
the feed is intended. The finalization of the RFR Draft Guidance and the issuance of rules pursuant to the FSMA by the FDA may
impose additional requirements on us. We believe that we have adequate procedures in place to assure that our finished products
are safe to use in animal feed and pet food and we do not currently anticipate that the FDAAA will have a significant impact on
our operations or financial performance. Any pathogen, such as Salmonella, that is correctly or incorrectly associated with our
finished products could have a negative impact on the demand for our finished products.
In addition, the FSMA was enacted on January 4, 2011. The FSMA gave the FDA new authorities, which became effective
immediately. Included among these is a 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.
•
On May 5, 2011, the 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
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•
•
•
final rule, which became a final rule on February 5, 2013, gives the FDA authority to detain an article of food
if there is reason to believe the food is adulterated or misbranded.
The FSMA also requires the FDA to develop new regulations that, among other provisions, place additional
registration requirements on food and feed producing firms. Section 102 of the FSMA amends facility registration
requirements in the FD&C Act for domestic and foreign manufacturers, processors, packers or holders of food
for human or animal consumption, now requiring that facility registrations be renewed during the fourth quarter
of each even-numbered year, beginning October 1, 2012. Provisions for renewing facility registrations and for
submitting such registrations electronically were finalized in a rule published July 14, 2016, which codifies
requirements that facility registrations be renewed between October 1 and December 31 of even numbered years;
requires additional contact information be provided for the owner, operator or agent-in-charge of the facility;
requires information about a facility's activity type(s); requires assurances that FDA will be permitted to inspect
registered facilities at the times and manner permitted under the FD&C Act; requires all registrations be made
electronically by 2020; and requires facilities to provide a Unique Facility Identifier when registering or renewing
registrations beginning in 2020. On December 27, 2016, the FDA released an updated draft guidance, for which
comments may be submitted through March 27, 2017, to address questions regarding food facility registration.
In September 2016, FDA also issued updated guidance on food product categories in food facility registrations.
Pursuant to FSMA, the FDA issued final rules for preventive controls (“PCs”) for human food and animal feed
on September 17, 2015 (“Human Food PC Rule” and “Animal Food PC Rule,” respectively), which apply to
facilities that manufacture, process, pack and hold human or animal food and require these facilities to establish
and implement written food safety plans, which include hazard analyses, written PCs to ensure that significant
hazards that are identified as needing to be controlled will be significantly reduced or prevented, monitoring
of PCs, corrective actions, verification and recordkeeping. Both rules require a modern approach to food safety
known as Hazard Analysis and Risk Based Preventive Controls (“HARPC”). The Human Food PC Rule updates
existing Current Good Manufacturing Practices (“CGMPs”), and the Animal Food PC Rule establishes baseline
CGMPs, which set forth minimum current good manufacturing requirements for each of the following areas:
personnel, the facility and grounds, sanitation, water supply, equipment and utensils, facility operations and the
holding and distribution of the human or animal food. Under these rules, human and animal food facilities will
need “preventive control qualified individuals,” (“PCQI”) i.e., those with appropriate training or job experience
in the development and application of risk-based PCs, to prepare, evaluate and maintain the food safety plan
and PCs. Human and animal food facilities must include a recall plan in their food safety plan and a program
for implementing supply-chain applied controls, if appropriate to control a significant hazard. Large firms,
including Darling, were required to comply with most sections of the Human Food PC Rule and the CGMP
requirements of the Animal Food PC Rule by September 19, 2016, and with the PC and related portions of the
Animal Food PC Rule by September 18, 2017. Compliance dates with respect to supply-chain controls are
dependent on when suppliers must comply with applicable rules. In August 2016 the FDA published draft
guidance documents that are intended to help industry comply with the HARPC regulations for human and
animal food. The comment period for the HARPC draft guidance for human food is open until February 21,
2017. Two draft guidance documents affecting animal food were published: (1) Current Good Manufacturing
Practice Requirements and (2) Human Food By-Products for Use as Animal Feed. The comment period for these
two animal food guidance documents closed on November 23, 2016. On October 31, 2016, the FDA published
a draft guidance document to explain how a facility is expected to disclose the presence of certain hazards that
would require control under the FSMA regulations but were not controlled by that facility (“Hazard Disclosure”).
The disclosure that such a hazard was not controlled would be made in documents accompanying the human
food or animal food or imported foods. The sale of such foods for which a hazard was not controlled would be
permitted if the customer provides written assurance to the manufacturer that the customer will control the
hazard. The FDA also extended the compliance date for the provisions regarding written assurance from
customers to September 2018 (or later) but did not change the hazard disclosure requirements or extend the
compliance date for such requirements. The comment period for the Hazard Disclosure draft guidance closes
on May 1, 2017.
November 27, 2015, FDA issued a final rule, entitled “Foreign Supplier Verification Program for Importers of
Food for Humans and Animals” (“FSVP Rule”). The FSVP Rule establishes requirements for importers of both
human and animal food by providing a flexible, risk-based approach to foreign supplier verification consistent
with the HARPC requirements for food facilities established in the Human Food PC Rule and Animal Food PC
Rule. Under the FSVP Rule, importers of human food and animal food must verify that their foreign suppliers
produce food in a manner that provides the same level of public health protection as the Human Food PC Rule
and Animal Food PC Rule, or FDA’s regulations established under FSMA regarding produce safety, as
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appropriate, and must ensure that suppliers’ food is not adulterated and is not misbranded with respect to allergen
labeling of human food. A foreign supplier verification program must be developed by a qualified individual
and include: a written hazard analysis; an evaluation of the risks posed by a food; the foreign supplier’s
performance, including processes and practices related to safety of the food and food safety history; supplier
verification activities that allow the importer to approve the foreign supplier; and corrective action procedures.
The FSVP Rule designates the importer as the party responsible for supplier verification and for meeting the
FSVP Rule requirements. Any required audits must be conducted by a qualified auditor.
On June 16, 2016, the FDA published the third edition of a guidance document regarding the requirement for
prior notice before importation of articles of food, including food for animals. The guidance addresses notification
procedures and the scope of food articles covered by the regulation, and clarifies jurisdictional issues with other
federal agencies, among other topics.
Pursuant to the Sanitary Food Transportation Act of 2005 and FSMA, the FDA published a final rule on April
6, 2016 (“Sanitary Transportation Rule”), which requires that sanitary transportation practices be used to transport
human and animal foods to prevent such food from being adulterated during transport and applies to shippers,
loaders, carriers by motor vehicle or rail vehicle, and receivers engaged in the transportation of food. The
Sanitary Transportation Rule became effective on June 6, 2016, and the compliance date for businesses other
than small businesses, such as the Company, is April 6, 2017.
On May 27, 2016, FDA published a final rule entitled “Mitigation Strategies to Protect Food Against Intentional
Adulteration,” which requires registered human food facilities to conduct a vulnerability assessment and
implement mitigation strategies to address hazards that may be intentionally introduced in order to harm the
public health. The earliest compliance date for the rule is July 2019.
•
•
•
The Company has followed regulations enacted under the FSMA throughout the rulemaking process and has implemented
procedures, including HARPC and CGMPs and other procedures at our domestic facilities, which are being reviewed to determine
if they comply with the applicable final Human Food PC Rule or Animal Food PC Rule. We are also reviewing similar procedures
in place at Darling’s foreign facilities for compliance with the FSVP Rule. Such rulemaking could, among other things, limit our
ability to import necessary raw materials or finished products or require us to amend certain of our other operational policies and
procedures. Unforeseen issues and requirements may arise as the FDA implements these and other final rules or promulgates other
new regulations provided for by the FSMA.
As a result of our international operations, we could be adversely affected by additional foreign regulations regarding
BSE and other food safety issues. For example, an enforceable ban on the feeding of restricted animal material to ruminant animals
was introduced in Australia in 1996. This ban is part of a comprehensive national program to prevent the entry and establishment
of the BSE agent in Australia. Inspections and audits are undertaken to ensure compliance. In addition, in the EU, harmonized
rules have been adopted for prevention, control and eradication of transmissible spongiform encephalopathies (“TSEs”), which
includes BSE, in Regulation (EC) No 999/2001, as amended (“TSE Regulation”) and in other instruments such as Regulation
(EC) No 1069/2009 on animal by-products (“Animal by-Products Regulation”) and food and other feed hygiene regulations. The
TSE Regulation establishes a “feed ban,” which is the basic preventive measure against TSE and consists of a ban on the use of
processed animal protein (“PAP”), such as MBM, in feed for farmed animals. A ban on the feeding of mammalian PAP to cattle,
sheep and goats was first introduced in July 1994. The ban was expanded in January 2001 with the feeding of all PAP to all farmed
animals being prohibited, with certain limited exceptions. Only certain animal proteins considered to be safe (such as fishmeal)
can be used, and even then under very strict conditions. Other animal-derived products besides PAP, such as collagen and gelatin
derived from non-ruminants and hydrolyzed protein derived from parts of non-ruminants or from ruminant hides and skins, are
not subject to the “feed ban.” In June 2013, the “feed ban” was lifted for the feeding of aquaculture animals and the European
Commission has been investigating -the options to lift the ban for other non-ruminants, such as pigs and poultry. Although Darling
Ingredients International may profit from the possible lifting of the ban for pigs and poultry, changes to the “feed ban” may
adversely affect Darling Ingredients International, possibly restricting the allowed use of some of their products. The TSE
Regulation applies to the production and placing on the market of live animals and products of animal origin on the EU market.
For that purpose, the BSE status of EU Member States, non-EU members of the European Economic Area and other countries or
regions “Third Countries”) is to be determined by classification into one of three categories depending on the BSE risk involved:
a negligible risk, a controlled risk or an undetermined risk. This classification is in line with that of the OIE. The determination
of BSE status is based on a risk assessment and the implementation of a surveillance program. For each risk category there are
trade rules to provide the necessary guarantees for protecting public and animal health. Currently, the following EU Member States
are classified as having a controlled BSE risk: France, Greece, Ireland, Poland and the United Kingdom. The other EU Member
States are classified as having a negligible BSE risk. A change in the BSE status of one or more EU Member States may have a
negative impact on Darling Ingredients International. Under EU legislation, imported products from outside the EU must meet
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the same safety standards as products produced in EU Member States. Therefore, the TSE Regulation imposes strict import
requirements related to TSEs for live animals and animal by-products, such as full traceability of imported animals and animal
by-products, a ban on the use of MBM in feed for ruminants and the prohibition of the import of specified risk material or
mechanically recovered meat. The detailed import requirements depend on the BSE status of Third Countries. The Animal by-
Products Regulation establishes rules intended to prevent the outbreak of certain diseases such as BSE. The Animal by-Products
Regulation imposes, for example, rules for the use and disposal of specified risk material and other high risk material. A BSE
outbreak or other event viewed as hazardous to animal or human health could lead to the adoption of more stringent rules on the
use and disposal of animal by-products, which could require Darling Ingredients International to change its production processes
and could have a material adverse effect on our business, results of operations or financial condition.
If we or our customers are the subject of product liability or other claims or product recalls we may incur significant and
unexpected costs and our business reputation could be adversely affected.
We and our customers for whom we manufacture products may be exposed to product liability or other claims, product
recalls and adverse public relations if consumption or use of our products is alleged to cause injury or illness to humans or animals.
In addition, we and our customers may be subject to product liability or other claims, product recalls, and adverse public relations
resulting from developments relating to the discovery of unauthorized adulterations to food additives or other products or from
allegations that our food ingredients or other products were mislabeled, were not produced in accordance with the customer’s
specifications and/or have not performed adequately in the end product, even where food safety or other product safety is not a
concern. Product recalls in one jurisdiction may result in product recalls in other jurisdictions, as is the case in the EU, where an
EU Member State could recall a product in connection with the recall of such product in another EU Member State. Our insurance
may not be adequate to cover all liabilities we incur in connection with product liability and/or other claims, whether or not
legitimate, or product recalls, whether voluntary or mandatory. We may not be able to maintain our existing insurance or obtain
comparable insurance at a reasonable cost for such matters. A judgment against us or against one of our customers for whom we
manufacture or provide products on a product liability or other claim, or our or their agreement to settle a product liability or other
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 or other claims against us or our customers for whom we manufacture 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 which takes time away from operating our business. Any such claim could also
result in adverse publicity and negatively impact our reputation.
Product liability or other claims, product recalls or any other events that cause consumers to no longer associate our
brands or those of our customers for whom we manufacture products with high quality and safety may harm the value of our and
their brands and lead to decreased demand for our products. In addition, as a result of any such claims against us or product recalls,
we may be exposed to claims by our customers for damage to their reputations and brands. Product liability or other claims and
product recalls may also lead to increased scrutiny or investigations by federal, state and foreign regulatory agencies of our
operations and could have a material adverse effect on our brands, business, results of operations and financial condition.
Changes in consumer preference could negatively impact our business.
The food and pet food industries in general are subject to changing consumer trends, demands and preferences. Trends
within the food and pet food industries change often, and failure to identify and react to changes in these trends could lead to,
among other things, reduced demand and price reductions for our products or those of our customers for whom we manufacture
products, and could have an adverse effect on our financial results.
Our operations are subject to various laws, rules and regulations relating to the protection of the environment and to health
and safety, and we could incur significant costs to comply with these requirements or be subject to sanctions or held liable for
environmental damages.
Our operations subject us to various and increasingly stringent environmental, health and safety requirements in the
various jurisdictions where we operate, including those governing air emissions, wastewater discharges, the management, storage
and disposal of materials in connection with our facilities, occupational health and safety, product packaging and labeling and our
handling of hazardous materials and wastes, such as gasoline and diesel fuel used by our trucking fleet and operations. Failure to
comply with these requirements could have significant consequences, including recalls, penalties, injunctive relief, claims for
personal injury and property and natural resource damages, other claims and negative publicity. Our operations require the control
of air emissions and odor and the treatment and discharge of wastewater to municipal sewer systems and the environment. We
operate boilers at many of our facilities and store wastewater in lagoons or, as permitted, discharge it to publicly owned wastewater
treatment systems or surface waters, or through land application. We have incurred significant capital and operating expenditures
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to comply with environmental requirements, including for the upgrade of wastewater treatment facilities, and will continue to
incur such costs in the future.
We 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. We own or operate numerous properties, have been in
business for many years and have acquired and disposed of properties and businesses over that time. During that time, we or other
owners or operators may have generated or disposed of wastes or stored or handled other materials that are or may be considered
hazardous or may have polluted the soil, surface water or groundwater at or around our facilities. Under some environmental laws,
such as the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 in the United States, also known
as the Superfund law, responsibility for the cost of cleanup of a contaminated site can be imposed upon 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. Similar laws outside the United States impose liability for environmental cleanup, often under the polluter pays
theory of liability but also based upon ownership in some circumstances. There can be no assurance that we will not face extensive
costs or penalties that would have a material adverse effect on our financial condition and results of operations. For example, we
have received notice from the EPA relating to alleged river sediment contamination in the Lower Passaic River area of New Jersey.
See Item 3. “Legal Proceedings.” In addition, future developments, such as more aggressive enforcement policies, new laws or
discoveries of currently unknown contamination conditions, may also require expenditures that may have a material adverse effect
on our business and financial condition.
In addition, increasing efforts to control emissions of GHG are likely to impact our operations. We operate in certain
jurisdictions subject to the Kyoto Protocol, which mandates reduced GHG emissions in certain participating countries, and the
EPA’s recent rule establishing mandatory GHG reporting for certain activities may apply to some of our facilities if we exceed the
applicable thresholds. The EPA has also announced a regulatory endangerment finding relating to GHG emissions that has led to
further regulation of GHG emissions. Legislation to regulate GHG emissions has periodically been proposed in the U.S. Congress
and a growing number of states and foreign countries are taking action to require reductions in GHG emissions. Future GHG
emissions limits may require us to incur additional capital and operational expenditures. EPA regulations limiting exhaust emissions
also have become more restrictive, and the National Highway Traffic Safety Administration and the EPA have adopted new
regulations that govern fuel efficiency and GHG emissions which began in 2014. Compliance with these and similar regulations
could increase the cost of new fleet vehicles and increase our operating expenses. Compliance with future GHG regulations may
require expenditures that could materially adversely affect our business, results of operations and financial condition.
We have approximately 10,000 employees world-wide and are subject to a wide range of local, provincial and national
laws and regulations governing the health and safety of workers, including, for example, OSHA in the United States. We can be
subject to potential fines and civil and, in egregious cases, criminal actions if we are found to be in violation of worker health and
safety laws in any of these jurisdictions. Further, as such laws and regulations change, we may sometimes be required to commit
to unplanned capital expenditures in order to continue to comply with workplace safety requirements at our facilities. In addition,
we operate and maintain an extensive vehicle fleet to transport products to and from customer locations in all jurisdictions where
we have facilities. Our fleets and drivers are subject to federal, state, local and foreign laws and licensing requirements applicable
to commercial fleets, their cargo and their hours and methods of operation. Failure to comply with these laws and regulations in
any location could materially adversely affect our business, results of operations, financial condition and reputation.
If we experience difficulties or a significant disruption in our information systems or if we fail to implement new systems and
software successfully, our business could be materially adversely affected.
We depend on information systems throughout our business to collect and process data that is critical to our operations
and accurate financial reporting. Among other things, these information systems process incoming customer orders and outgoing
supplier orders, manage inventory, and allow us to efficiently collect raw materials and distribute products, process and bill
shipments to and collect cash from our customers, respond to customer and supplier inquiries, contribute to our overall internal
control processes, maintain records of our property, plant and equipment, and record and pay amounts due vendors and other
creditors.
If we were to experience a disruption in our 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 our business, financial condition and results of operations. In addition, any such disruption could adversely affect our
ability to meet our financial reporting obligations. We 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 unexpected additional costs
required to implement or maintain systems, disruption in business operations, loss of sales or profits, or cause us to incur significant
costs to reimburse third parties for damages, and, as a result, may have a material adverse effect on our results of operations and
financial condition. We could also experience impairment of our reputation if any of these events were to occur.
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The Company is in the process of a multi-year project to replace our existing work management, financial and supply
chain software applications with a new suite of systems, including an enterprise resource planning (“ERP”) system for North
America. We currently do not intend to replace the system being utilized by Darling Ingredients International, including at its
North American facilities. The ERP system’s implementation process involves a number of risks that may adversely hinder our
business operations and/or affect our financial condition and results of operations, if not implemented successfully. The ERP
system’s 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, execution and
implementation of this project. Those factors include: 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, some of which are beyond our control. These types of issues could disrupt our business operations
and/or our ability to timely and accurately process and report key components of our financial results and and/or complete important
business processes such as the evaluation of our 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 our business, results of operations and financial condition.
Increased information technology security threats and more sophisticated computer crime pose a risk to our systems, networks,
products and services.
We rely upon our information systems and networks in connection with a variety of business activities, and we collect and
store sensitive data. Increased security threats to information systems and more sophisticated computer crime pose a risk to the
security of our systems and networks and the confidentiality, availability and integrity of our data. A failure of or breach in
technology security could expose us and our customers and suppliers to risks of misuse of information or systems, the compromising
of confidential information, manipulation and destruction of data, defective products, production downtimes and operating
disruptions, which in turn could adversely affect our reputation, competitive position, business and results of operations. In
addition, such breaches in security could result in litigation, regulatory action and potential liability and the costs and operational
consequences of implementing further data protection measures.
Our success is dependent on our key personnel.
Our 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 our results of operations
and prospects. We believe that our future success will depend in part on our 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 we will be successful in attracting, motivating and retaining key personnel. The failure to hire and retain such personnel could
materially adversely affect our business, results of operations and financial condition.
In certain markets we are highly dependent upon a single operating facility and various events beyond our control could cause
an interruption in the operation of our facilities, which could adversely affect our business in those markets.
Our facilities are subject to various federal, state, provincial and local environmental and other permitting requirements
of the countries in which we operate, depending on the locations of those facilities. 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, severe weather event, or other unscheduled shutdown involving one of our facilities, in a majority of our markets we
would utilize a nearby operating facility to continue to serve our customers in the affected market. In certain markets, however,
we do not have alternate operating facilities. In the event of a casualty, condemnation, work stoppage, permitting withdrawal or
delay, severe weather event or other unscheduled shutdown in these markets, we may experience an interruption in our ability to
service our customers and to procure raw materials, and potentially an impairment of the value of that facility. Any of these
circumstances may materially and adversely affect our 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 our services.
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We could incur a material weakness in our internal control over financial reporting that would require remediation.
Any future failures to maintain the effectiveness of our disclosure controls and procedures, including our internal control
over financial reporting, could subject us to a loss of public confidence in our internal control over financial reporting and in the
integrity of our financial statements and our public filings with the SEC and other governmental agencies and could harm our
operating results or cause us to fail to meet our regulatory reporting obligations in a timely manner.
Changes in our tax rates or exposure to additional income tax liabilities could impact our profitability.
We are subject to income taxes in the United States and in various other foreign jurisdictions. Our effective tax rates
could be adversely affected by changes in the mix of earnings by jurisdiction, changes in tax laws or tax rates including potential
tax reform in the United States to broaden the tax base and reduce deductions or credits, changes in the valuation of deferred tax
assets and liabilities, and material adjustments from tax audits. In addition, the amount of income taxes we pay is subject to
ongoing audits in various jurisdictions and a material assessment by a governing tax authority could affect our profitability.
An impairment in the carrying value of our goodwill or other intangible assets may have a material adverse effect on our results
of operations.
As of December 31, 2016, the Company had approximately $1.2 billion of goodwill. We are 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,
we are 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 us to
make significant estimates about our 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
regulation, or changes in competition. Changes in these factors, or changes in actual performance compared with estimates of our
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. We cannot accurately predict the amount
and timing of any impairment of assets. Should the value of goodwill become impaired, there may be a material adverse effect on
our results of operations.
We may be subject to work stoppages at our operating facilities, which could cause interruptions in the manufacturing or
distribution of our products.
While we currently have no international, national or multi-plant union contracts, as of December 31, 2016 approximately
22% of Darling’s North American employees, 27% of Rothsay’s employees and 44% of Darling Ingredients International’s
employees were covered by various collective bargaining agreements. Furthermore, local laws and regulations in certain
jurisdictions in which we operate provide for worker groups with prescribed powers and rights with regard to working conditions,
wages and similar matters. In jurisdictions where such groups do not exist, 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. In contrast, Darling Ingredients International’s collective bargaining agreements generally have one to
two year terms. Rothsay agreements generally have terms up to three years. Some of our collective bargaining agreements have
already expired and are in the process of being renegotiated. There can be no assurance that we will be able to negotiate the terms
of any expiring or expired agreement in a manner acceptable to us. If our workers were to engage in a strike, work stoppage,
slowdown or other collective action in the future in any of our locations, we could experience a significant disruption of our
operations, which could have a material adverse effect on our business, results of operations and financial condition. We may also
be subject to general country strikes or work stoppages unrelated to our business or collective bargaining agreements that could
have a direct or indirect adverse effect on our business, results of operation or financial condition.
Litigation or regulatory proceedings may materially adversely affect our business, results of operations and financial
condition.
We are a party to various lawsuits, claims and loss contingencies arising in the ordinary course of business, including
insured worker's compensation, auto, and general liability claims, assertions by certain regulatory and governmental agencies
related to permitting requirements and/or air, wastewater and storm water discharges from the Company’s processing facilities,
litigation involving tort, contract, statutory, labor, employment, and other claims, and tax matters. The outcome of litigation,
particularly class action lawsuits, and regulatory proceedings is difficult to assess or quantify. Plaintiffs (including governmental
agencies) in these types of lawsuits and proceedings may seek recovery of very large or indeterminate amounts, and the magnitude
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of the potential loss relating to such lawsuits or proceedings may remain unknown for substantial periods of time. The costs of
responding to or defending future litigation or regulatory proceedings may be significant and any future litigation or regulatory
proceedings may divert the attention of management away from our strategic objectives. There may also be adverse publicity
associated with litigation or regulatory proceedings that may decrease customer confidence in our business, regardless of whether
the allegations are valid or whether we are ultimately found liable. As a result, litigation or regulatory proceedings may have a
material adverse effect on our business, results of operations and financial condition. For more information related to our litigation
and regulatory proceedings, see Item 3. “Legal Proceedings.”
Certain U.S. multiemployer defined benefit pension plans to which we contribute are underfunded and these plans and our
European pension funds may require minimum funding contributions.
We participate in various U.S. multiemployer pension plans which provide defined benefits to certain employees covered
by labor contracts. These plans are not administered by us 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 multiemployer plans are underfunded 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 U.S. Pension Protection Act, which went into effect in January 2008,
requires underfunded pension plans to improve their funding ratios within prescribed intervals based on the level of their
underfunding. As a result, our required contributions to these plans may increase in the future. Furthermore, under current law, a
termination of, our voluntary withdrawal from or a mass withdrawal of all contributing employers from any underfunded
multiemployer defined benefit plan to which we contribute would require us to make payments to the plan for our proportionate
share of such multiemployer plan’s unfunded vested liabilities. Also, if a multiemployer 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. Requirements to pay increased contributions, withdrawal liability and excise taxes could negatively impact our liquidity and
results of operations.
In the EU, pension funds are generally subject to the Institution for Occupational Retirement Provision Directive (Directive
2003/41/EC) (the “IORP Directive”) as implemented in the relevant EU Member States. The IORP Directive provides for certain
general solvency requirements but allows EU Member States discretion to impose specific national requirements. As a result, the
solvency of EU pension funds are mostly regulated on a national level. On December 13, 2016, the new IORP Directive (“IORP
Directive II”) was published on the Official Journal of the European Union. The final version of IORP Directive II does not make
substantive changes to the solvency requirements under the current IORP Directive. The new IROP Directive recognizes in one
of its recitals that changes in this area could potentially decrease the willingness of employers to provide occupational pension
schemes. EU Member States now have until January 13, 2019 to implement IORP Directive II.
The insurance coverage that we maintain may not fully cover all operational risks, and if the number or severity of claims for
which we are self-insured increases, if we are required to accrue or pay additional amounts because the claims prove to be
more severe than our recorded liabilities, if our insurance premiums increase or if we are unable to obtain insurance at
acceptable rates or at all, our financial condition and results of operations may be materially adversely affected.
We maintain property, business interruption and casualty insurance but such insurance may not cover all of the risks
associated with the hazards of our business and is subject to limitations, including deductibles and maximum liabilities covered.
We may incur losses beyond the limits, or outside the coverage, of our insurance policies, including liabilities for environmental
remediation. In the future, the types of insurance we obtain and the level of coverage we maintain may be inadequate or we may
be unable to continue to maintain our existing insurance or obtain comparable insurance at a reasonable cost.
Our workers compensation, auto and general liability policies contain significant deductibles or self-insured retentions.
We develop bi-yearly and record quarterly an estimate of our projected insurance-related liabilities. We estimate the liabilities
associated with the risks retained by us, 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 we are self-insured increases, or we are required to accrue or pay additional amounts because the claims prove
to be more severe than our original assessments, our financial condition and results of operations may be materially adversely
affected. In addition, in the future, our insurance premiums may increase and we 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 our business, financial condition and results of operations.
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We may not successfully identify and complete acquisitions on favorable terms or achieve anticipated synergies relating to any
acquisitions, and such acquisitions could result in unknown liabilities, unforeseen operating difficulties and expenditures and
require significant management resources.
We regularly review potential acquisitions of complementary businesses, services or products. However, we may be
unable to identify suitable acquisition candidates in the future. Even if we identify appropriate acquisition candidates, we may be
unable to complete or finance such acquisitions on favorable terms, if at all. In addition, the process of integrating an acquired
business, service or product into our 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 our business. Moreover, we may 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 us to
incur debt, assume contingent liabilities or amortize expenses related to intangible assets, any of which could harm our business.
Finally, acquisitions may be structured in such a manner that would result in the assumption of unknown liabilities not disclosed
by the seller or uncovered during pre-acquisition due diligence.
Media campaigns related to feed and food ingredient production present risks.
Individuals or organizations can use social media platforms to publicize inappropriate or inaccurate stories or perceptions
about the feed and food ingredient production industries or our company. Such practices could cause damage to the reputations
of our company and/or the feed and food ingredient production industries in general. This damage could adversely affect our
financial results.
Terrorist attacks or acts of war may cause damage or disruption to us and our employees, facilities, information systems, security
systems, suppliers and customers, which could materially and adversely affect our 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 U.S.
and in certain other countries, and further acts of terrorism, bioterrorism, cyberterrorism, violence or war could affect the markets
in which we operate, our business operations, our expectations and other forward-looking statements contained in this report. 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 conflicts in the Middle East, North Korea and Ukraine, may cause economic and political uncertainties and
cause our 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 our facilities or those of our suppliers or customers could have an impact on our sales, supply chain, production capability
and costs and our ability to deliver our finished products.
Our products, processes, methods, and equipment may infringe upon the intellectual property rights of others, which may
cause us to incur unexpected costs or prevent us from selling our products.
We maintain valuable patents, trademarks, service marks, copyrights, trade names, trade secrets, proprietary technologies
and similar intellectual property, and consider our intellectual property to be of material value. We have in the past and may in the
future be subject to legal proceedings and claims in the ordinary course of our business, including claims of alleged infringement
of patents, trademarks and other intellectual property rights of third parties by us or our customers. Any such claims, whether or
not meritorious, could result in costly litigation and divert the efforts of our management. Moreover, should we be found liable
for infringement, we 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 us to incur significant costs and prevent
us from manufacturing or selling our products and thereby materially adversely affect our business, results of operations and
financial condition.
The healthcare reform legislation in the United States and its implementation regulations could impact the healthcare benefits
we are required to provide our employees in the United States and cause our compensation costs to increase, potentially reducing
our net income and adversely affecting our cash flows.
In March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability
Reconciliation Act (the “ACA”), were signed into law in the United States. This healthcare reform legislation and its applicable
implementing regulations contain provisions that could materially impact our future healthcare costs, including the contributions
we are required to make to our benefit plans. In particular, the requirement that we either offer our full-time employees healthcare
coverage that satisfies the ACA's affordability and minimum value standards or potentially be subject to an excise tax penalty
became effective in calendar year 2015. In addition, beginning in 2016, we had to file information returns with the IRS regarding
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the health insurance coverage offered to our full-time employees in the prior calendar year. While we timely filed such returns in
2016, failure to file such returns in the future could expose us to reporting penalties under applicable sections of the Internal
Revenue Code. These provisions could reduce our net income and adversely affect our cash flows.
President Trump has made statements suggesting he plans to repeal all or portions of the ACA, and stated that he may
replace the current legislation with new legislation. There is uncertainty with respect to the impact the President’s proposals may
have, including whether the proposals will encompass the full-time employee healthcare coverage requirements imposed on large
employers like us, and any changes will likely take time to unfold.
Because of our prior acquisitions and future acquisitions we may engage in, our historical operating results may be of limited
use in evaluating our historical performance and predicting our future results.
Darling has acquired a number of businesses in recent years, including Rothsay and VION Ingredients, and we expect
that we will engage in acquisitions of other businesses from time to time in the future. The operating results of the acquired
businesses are included in our financial statements from the date of the completion of such acquisitions. All of Darling’s acquisitions
have been accounted for using the acquisition method of accounting. Use of this method has resulted in a new valuation of the
assets and liabilities of the acquired companies. We expect a substantial increase in our depreciation and amortization and reduction
in our operating and net income commensurate with such increase. As a result of these acquisitions and any future acquisitions,
our historical operating results may be of limited use in evaluating our historical performance and predicting our future results.
We may incur significant charges in the event we close or divest all or part of a manufacturing plant or facility.
We periodically assess our manufacturing operations in order to manufacture and distribute our products in the most
efficient manner. Based on our assessments, we may make capital improvements to modernize certain units, move manufacturing
or distribution capabilities from one plant or facility to another plant or facility, discontinue manufacturing or distributing certain
products or close or divest all or part of a manufacturing plant or facility. The closure or divestiture of all or part of a manufacturing
plant or facility could result in future charges that could be significant.
The vote by the United Kingdom mandating its withdrawal from the EU could have an adverse affect on our business, investments
and future operations in Europe.
The vote on June 23, 2016 by the United Kingdom to exit the EU, or Brexit, has created uncertainty in the global financial
markets, but the eventual effects of the UK’s withdrawal from the EU on our business or our investment portfolios is uncertain at
this time. The effect of Brexit on our business and investments is uncertain as negotiations commence to determine the future
terms of the UK relationship with the EU. The effects of the UK’s withdrawal from the EU will depend on agreements the UK
makes to retain access to EU markets either during a transitional period or more permanently. Brexit could impair the ability of
Darling Ingredients International to transact business in the future in the UK, including by restricting the free travel of employees
from and to the UK and through legal uncertainty and potentially divergent national laws and regulations as the UK determines
which EU laws to replace or replicate. Furthermore, Brexit is likely to continue to adversely affect European and worldwide
economic conditions and could contribute to greater instability in the global financial markets before and after the terms of the
UK’s future relationship with the EU are settled. These effects could have an adverse effect on our business, investments and
future operations in Europe.
Risks Related to our Common Stock
The market price of our common stock has been and may continue to be volatile, which could cause the value of your investment
to decline.
The market price of our common stock has been subject to volatility and, in the future, the market price of our common
stock could fluctuate widely in response to numerous factors, many of which are beyond our control. Numerous factors, including
many over which we have no control, may have a significant impact on the market price of our common stock. In addition to the
risk factors discussed in this report, the price and volume volatility of our common stock may be affected by:
•
•
•
actual or anticipated fluctuations in ingredient prices;
actual or anticipated variations in our operating results;
our earnings releases and financial performance;
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•
•
•
•
•
•
•
•
•
•
changes in financial estimates or buy/sell recommendations by securities analysts;
our ability to repay our debt;
our access to financial and capital markets to refinance our debt;
performance of our joint venture investments, including the DGD Joint Venture;
our dividend policy;
market conditions in the industry and the general state of the securities markets;
investor perceptions of us and the industry and markets in which we operate;
governmental legislation or regulation;
currency and exchange rate fluctuations that impact our earnings and balance sheet; and
general economic and market conditions, such as U.S. or global reactions to economic developments, including
regional recessions, currency devaluations or political unrest.
Future sales of our common stock or the issuance of other equity may adversely affect the market price of our common stock.
We are 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. The issuance of additional shares of our common stock or convertible
securities, including our outstanding options, or otherwise, will dilute the ownership interest of our common stockholders.
Sales of a substantial number of shares of our common stock or other equity-related securities in the public market could
depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities.
We cannot predict the effect that future sales of our common stock or other equity-related securities would have on the market
price of our common stock.
Our common stock is an equity security and is subordinate to our existing and future indebtedness.
Shares of our common stock are equity interests and do not constitute indebtedness. As such, the shares of common stock
will rank junior to all of our indebtedness, including our trade debt, and to other non-equity claims on us and our assets available
to satisfy claims on us, including claims in a bankruptcy, liquidation or similar proceedings. Our existing indebtedness restricts,
and future indebtedness may restrict, payment of dividends on the 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 our board of directors or a duly authorized committee of the board
and (ii) as a corporation, we are restricted under applicable Delaware law to making dividend payments and redemption payments
only from legally available assets. Further, under our certificate of incorporation, there are no restrictions on our business or
operations or on our ability to incur indebtedness or engage in any transactions arising as to our common stock, subject only to
the voting rights available to stockholders generally.
In addition, our rights to participate in the assets of any of our 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 we may ourselves be a creditor of
that subsidiary), including that subsidiary’s trade creditors and our creditors who have obtained or may obtain guarantees from
the subsidiaries. As a result, our common stock will be subordinated to our and our subsidiaries’ obligations and liabilities, which
currently include borrowings and guarantees. See Item 7. “Management Discussion and Analysis of Financial Condition and
Results of Operations” - “Senior Secured Credit Facilities”, “5.375% Senior Notes due 2022” and “4.75% Senior Notes due 2022.”
Our ability to pay any dividends on our common stock may be limited and, consequently, your ability to achieve a return on
your investment will depend on appreciation in the price of our common stock.
We have not paid any dividends on our common stock since January 3, 1989 and we have no current plans to do so. Our
current financing arrangements permit us to pay cash dividends on our common stock within limitations defined by the terms of
our existing indebtedness, including our senior secured credit facility, 5.375% senior notes due 2022 and 4.75% senior notes due
Page 36
2022 and any other indentures or other financing arrangements that we enter into in the future. For example, our senior secured
credit facility restricts our 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 our common stock will be at the discretion of
our board of directors and will be based upon our financial condition, operating results, capital requirements, plans for expansion,
business opportunities, restrictions imposed by any of our financing arrangements, provisions of applicable law and any other
factors that our 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 your
investment.
Our board of directors is authorized to cause us to issue classes or series of preferred stock without any action on the part
of our 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 designations, preferences, limitations and relative rights senior to
the rights of our common stock with respect to dividends or upon the liquidation, dissolution or winding up of our business and
other terms. If we issue 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 we issue preferred shares with voting rights that dilute the voting
power of the common stock, the rights of holders of the common stock or the market price of the common stock could be adversely
affected. As of the date of this report, we have no outstanding shares of preferred stock but we have available for issuance 1,000,000
authorized but unissued shares of preferred stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
As of December 31, 2016, the Company's corporate headquarters is located at 251 O’Connor Ridge Boulevard, Suite
300, Irving, Texas, 75038.
As of December 31, 2016, the Company operates a global network of over 200 locations, including 144 production
facilities, across five continents. All of the processing facilities are owned except for 14 leased facilities and the Company owns
or leases a network of transfer stations. The following is a listing of a majority of the Company's operating plants as of December 31,
2016 by operating segment with a description of the plants principal process.
LOCATION
Feed Ingredients Segment
Albertville, Alabama, United States
Bastrop, Texas, United States
Bellevue, Nebraska, United States
Berlin, Wisconsin, United States
Blue Earth, Minnesota, United States
Blue Island, Illinois, United States
Boise, Idaho, United States
Bryan, Texas, United States
Burgum, Netherlands
Butler, Kentucky, United States
Butler, Kentucky, United States
Clinton, Iowa, United States
Coldwater, Michigan, United States
Collinsville, Oklahoma, United States
Dallas, Texas, United States
Dardanelle, Arkansas, United States
Denver, Colorado, United States
Des Moines, Iowa, United States
Doswell, Virginia, United States
Dundas, Ontario, Canada
Eching, Germany
East Dublin, Georgia, United States
E. St. Louis, Illinois, United States
Ellenwood, Georgia, United States
DESCRIPTION
Bakery By-Products
Animal By-Products
Animal By-Products
Animal By-Products
Animal By-Products
Animal By-Products
Animal By-Products
Bakery By-Products
Animal By-Products
Animal By-Products
Bakery By-Products
Animal By-Products
Animal By-Products
Animal By-Products
Animal By-Products
Animal By-Products
Animal By-Products
Animal By-Products
Bakery By-Products
Animal By-Products
Hides
Animal By-Products
Animal By-Products
Animal By-Products
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Animal By-Products
Fresno, California, United States
Animal By-Products
Henderson, Kentucky, United States
Bakery By-Products
Henderson, Kentucky, United States
Hickson, Ontario, Canada
Animal By-Products
Honey Brook, Pennsylvania, United States Bakery By-Products
Animal By-Products
Houston, Texas, United States
Animal By-Products
Jackson, Mississippi, United States
Animal By-Products
Kansas City, Kansas, United States
Hides
Kansas City, Missouri, United States
Animal By-Products
Lexington, Nebraska, United States
Blood
Lingen, Germany
Animal By-Products
Loenen, Netherlands
Animal By-Products
Los Angeles, California, United States
Blood
Luohe, China
Blood
Maquoketa, Iowa, United States
Bakery By-Products
Marshville, North Carolina, United States
Blood
Maryborough, Australia
Animal By-Products
Mason City, Illinois, United States
Hides
Memmingen, Germany
Animal By-Products
Mering, Germany
Animal By-Products
Moorefield, Ontario, Canada
Bakery By-Products
Muscatine, Iowa, United States
Animal By-Products
Newark, New Jersey, United States
Animal By-Products
Newberry, Indiana, United States
Bakery By-Products
North Baltimore, Ohio, United States
Animal By-Products
Omaha, Nebraska, United States
Animal By-Products
Osetnica, Poland
Wet Pet Food
Paducah, Kentucky, United States
Animal By-Products
Pocahontas, Arkansas, United States
Wet Pet Food
Ravenna, Nebraska, United States
Animal By-Products
Russellville, Kentucky, United State
Animal By-Products
San Francisco, California, United States
Animal By-Products
Sioux City, Iowa, United States
Animal By-Products
Smyrna, Georgia, United States
Animal By-Products
Son, Netherlands
Animal By-Products
Starke, Florida, United States
Blood
Suzhou, China
Animal By-Products
Tacoma, Washington, United States
Animal By-Products
Tampa, Florida, United States
Animal By-Products
Truro, Novia Scotia, Canada
Animal By-Products
Turlock, California, United States
Animal By-Products
Union City, Tennessee, United States
Animal By-Products
Usnice, Poland
Animal By-Products
Wahoo, Nebraska, United States
Bakery By-Products
Watts, Oklahoma, United States
Animal By-Products
Wichita, Kansas, United States
Animal By-Products
Winesburg, Ohio, United States
Animal By-Products
Winnipeg, Manitoba, Canada
Food Ingredients Segment
Almere, Netherlands
Amparo, Brazil
Angouleme, France
Da'an, China
Dubuque, Iowa, United States
Eindhoven, Netherlands
Elsholz, Germany
Erolzheim, Germany
Gent, Belgium
Girona, Spain
Harlingen, Netherlands
Hurlingham, Argentina
Ilse-Sur-La-Sorgue, France
CTH
Gelatin
Gelatin
Gelatin
Gelatin
Fat
Fat
Fat
Gelatin
Gelatin
Fat
Gelatin
Gelatin
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Kaiping, China
Peabody, Massachusetts, United States
Presidente Epitacio, Brazil
Stoke-on Trent, United Kingdom
Versmold, Germany
Vuren, Netherlands
Wenzhou, China
Zhejiang, China
Fuel Ingredients Segment
Belm-Icker, Germany
Butler, Kentucky, United States
Denderleeuw, Belgium
Jagel, Germany
Rotenburg, Germany
Saint-Catherine, Quebec Canada
Son, Netherlands
Gelatin
Gelatin
Gelatin
Bone
Fat
Bone
Gelatin
Gelatin
Bioenergy
Biodiesel
Bioenergy
Bioenergy
Bioenergy
Biodiesel
Bioenergy
Rent expense for our leased properties was $8.1 million in the aggregate in fiscal 2016.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to various lawsuits, claims and loss contingencies arising in the ordinary course of its business,
including insured worker's compensation, auto, and general liability claims, assertions by certain regulatory and governmental
agencies related to permitting requirements and/or air, wastewater and storm water discharges from the Company's processing
facilities, litigation involving tort, contract, statutory, labor, employment, and other claims, and tax matters.
The Company’s workers compensation, auto and general liability policies contain significant deductibles or self-insured
retentions. The Company estimates and accrues its expected ultimate claim costs related to accidents occurring during each fiscal
year under these insurance policies and carries this accrual as a reserve until these claims are paid by the Company.
As a result of the matters discussed above, the Company has established loss reserves for insurance, environmental,
litigation and tax contingencies. At December 31, 2016 and January 2, 2016, the reserves for insurance, environmental, litigation
and tax contingencies reflected on the balance sheet in accrued expenses and other non-current liabilities were approximately
$51.9 million and $54.6 million, respectively. The Company has insurance recovery receivables of approximately $15.9 million
and $12.2 million as of December 31, 2016 and January 2, 2016, related to insurance contingencies. The Company’s management
believes these reserves for contingencies are reasonable and sufficient based upon present governmental regulations and information
currently available to management; however, there can be no assurance that final costs related to these contingencies will not
exceed current estimates. The Company believes that the likelihood is remote that any additional liability from the lawsuits and
claims that may not be covered by insurance would have a material effect on the Company's financial position, results of operations
or cash flows.
Lower Passaic River Area. In December 2009, the Company, along with numerous other entities, received notice from
the United States Environmental Protection Agency (“EPA”) that the Company (as successor-in-interest to Standard Tallow
Company) is considered a potentially responsible party (a “PRP”) 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. The Company’s designation as a PRP
is based upon the operation of a former plant site located in Newark, New Jersey by Standard Tallow Company, an entity that the
Company acquired in 1996. 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. In March 2016, the Company received another letter from EPA notifying the Company that it had issued a Record of
Decision selecting a remedy for the lower 8.3 miles of the lower Passaic River area at an estimated cost of $1.38 billion. The EPA
letter makes no demand on the Company and lays out a framework for remedial design/remedial action implementation in which
the EPA will first seek funding from major PRPs. The letter indicates that the EPA has sent the letter to over 100 parties, which
include large chemical and refining companies, manufacturing companies, foundries, plastic companies, pharmaceutical companies
and food and consumer product companies. The Company's ultimate liability, if any, 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, the Company has found no evidence that the former Standard Tallow Company plant site contributed any of
the primary contaminants of concern to the Passaic River and, therefore, there is nothing that leads the Company to believe that
this matter will have a material effect on the Company's financial position, results of operations or cash flows.
Page 39
Fresno Facility Permit Issue. The Company has been named as a defendant and a real party in interest in a lawsuit filed
on April 9, 2012 in the Superior Court of the State of California, Fresno County, styled Concerned Citizens of West Fresno vs.
Darling International Inc. The complaint, as subsequently amended, alleges that the Company's Fresno facility is operating without
a proper use permit and seeks, among other things, injunctive relief. The complaint had at one time also alleged that the Company's
Fresno facility constitutes a continuing private and public nuisance, but the plaintiff has since amended the complaint to drop these
allegations. The City of Fresno was also named as a defendant in the original complaint but has since had a judgment entered in
its favor and is no longer a defendant in the lawsuit; however, in December 2013 the City of Fresno filed a motion to intervene as
a plaintiff in this matter. The Superior Court heard the motion on February 4, 2014, and entered an order on February 18, 2014
denying the motion. Rendering operations have been conducted on the site since 1955, and the Company believes that it possesses
all of the required federal, state and local permits to continue to operate the facility in the manner currently conducted and that its
operations do not constitute a private or public nuisance. Accordingly, the Company intends to defend itself vigorously in this
matter. Discovery has begun and this matter was scheduled for trial in July 2014; however, the parties have agreed to stay the
litigation while they participate in a mediation process, which remains ongoing. While management cannot predict the ultimate
outcome of this matter, management does not believe the outcome will have a material effect on the Company's financial condition,
results of operations or cash flows.
The Company is engaged in other legal proceedings from time to time. The proceedings described above and such
other proceedings can be complex and take many months, or even years, to reach resolution, with the final outcome being dependent
upon a number of variables, some of which are not within the control of the Company. Therefore, although the Company will
vigorously defend itself in each of the described actions, the ultimate resolution and potential financial impact on the Company
is uncertain.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
Page 40
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
2016:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
2015:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Market Price
High
Low
$
$
$
$
$
$
$
$
13.39
15.77
15.78
14.59
18.25
15.99
14.22
11.75
$
$
$
$
$
$
$
$
7.92
13.02
12.86
12.91
13.81
13.66
10.92
9.10
On February 23, 2017, the closing sales price of the Company's common stock on the NYSE was $12.82. The Company
has been notified by its stock transfer agent that as of February 23, 2017, there were 160 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 2017. The agreements underlying the Company's senior secured credit facilities and senior 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 existing
or future 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
Agri-Equities Index - Tier One for the period from December 31, 2011 to December 31, 2016, assuming the investment of $100
on December 31, 2011 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 41
EQUITY COMPENSATION PLANS
The information required by this Item with respect to Item 201(d) of Regulation S-K appears in Item 12 of this report.
Page 42
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, 2016, January 2, 2016, and January 3, 2015, and the related notes thereto.
Fiscal 2016
Fifty-two
Fiscal 2015
Fifty-two
Fiscal 2014
Fifty-three
Weeks Ended Weeks Ended Weeks Ended Weeks Ended Weeks Ended
January 3,
December 31,
December 28, December 29,
2015 (j)
2016
(dollars in thousands, except per share data)
Fiscal 2013
Fifty-two
Fiscal 2012
Fifty-two
January 2,
2016
2012 (h)
2013 (i)
$
$
$
$
$
$
Statement of Operations Data:
Net sales (k)
Cost of sales and operating expenses (a), (k)
Selling, general and administrative expenses (c)
Depreciation and amortization
Acquisition and integration costs
Operating income
Interest expense (b)
Foreign currency (gain)/loss (e)
Other (income)/expense, net, (c), (d)
Equity in net (income)/loss of unconsolidated
subsidiary
Income from continuing operations before income
taxes
Income tax expense
Net Income
Net Income attributable to minority interests
Net Income attributable to Darling
Basic earnings per common share
Diluted earnings per common share
Weighted average shares outstanding
Diluted weighted average shares outstanding
Other Financial Data:
Adjusted EBITDA (a), (f)
Depreciation
Amortization
Capital expenditures (g)
Balance Sheet Data:
Working capital (l)
Total assets (l)
Current portion of long-term debt (l)
Total long-term debt less current portion (l)
Stockholders’ equity attributable to Darling
3,398,115 $
2,641,734
314,005
289,908
401
152,067
94,187
1,854
3,866
3,397,446 $
2,654,025
322,574
269,904
8,299
142,644
105,530
4,911
6,839
3,956,443 $
3,123,171
374,580
269,517
24,667
164,508
135,416
13,548
(299)
1,802,268 $
1,339,819
170,825
98,787
23,271
169,566
38,108
(28,107)
3,547
1,772,552
1,303,727
151,713
85,371
—
231,741
24,054
—
(1,760)
(70,379)
(73,416)
(65,609)
(7,660)
2,662
122,539
15,315
107,224 $
(4,911)
102,313 $
0.62 $
0.62 $
164,600
165,212
441,975 $
212,217
77,691
243,523
98,780
13,501
85,279 $
(6,748)
78,531 $
0.48 $
0.48 $
81,452
13,141
68,311 $
(4,096)
64,215 $
0.39 $
0.39 $
165,031
165,119
164,627
165,059
412,548 $
186,595
83,309
229,848
434,025 $
185,955
83,562
228,918
163,678
54,711
108,967 $
—
108,967 $
0.91 $
0.91 $
119,526
119,924
268,353 $
66,691
32,096
118,307
$
441,451 $
490,120 $
525,211 $
950,698 $
4,698,017
23,247
1,727,696
1,972,994
4,760,619
45,166
1,885,851
1,870,709
5,126,547
54,401
2,098,039
1,952,990
3,244,133
19,888
866,947
2,020,952
206,785
76,015
130,770
—
130,770
1.11
1.11
117,592
118,089
317,112
57,305
28,066
115,413
158,578
1,552,416
82
250,142
1,062,436
(a) Included in fiscal 2014 are non-cash charges for the step-up of inventory acquired in the VION Acquisition of approximately $49.8
million.
(b) Included in interest expense for fiscal 2015 is the write-off of deferred loan costs of approximately $10.6 million related to the payoff
of the euro term loan B. Included in interest expense for fiscal 2014 is a redemption premium and a write-off of deferred loan costs
of approximately $27.3 million and $4.3 million, respectively. Included in interest expense for fiscal 2013 is approximately $13.0
million for bank financing fees from an unutilized bridge facility. Fiscal 2012 includes the write-off of approximately $0.7 million in
deferred loan costs as a result of the final payoff on the term loan portion of the Company's previous secured credit facilities.
(c) Included in selling, general and administrative expenses is a gain of approximately $3.1 million and included in other (income)/expense
in fiscal 2016 is a gain of approximately $2.5 million for a recorded insurance settlement. Included in other (income)/expense in fiscal
Page 43
2015 is a write-off of property and other costs for fire and casualty losses of approximately $3.0 million for fire and casualty losses
in Canada, the Netherlands and Brazil. In addition, fiscal 2015 includes approximately $1.8 million for a legal settlement.
(d) Included in other (income)/expense in fiscal 2012 are gain contingencies from insurance proceeds from fiscal 2012 and fiscal 2010
fire and casualty losses of approximately $4.7 million.
(e) Included in fiscal 2014 and fiscal 2013, the Company recorded a loss of approximately $12.6 million and a gain of approximately
$27.5 million, respectively on foreign currency exchange forward hedge contracts for the VION Acquisition.
(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”). 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 subsidiaries. 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 the food ingredients and agriculture industries 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 that were outstanding at December 31, 2016. 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)
December 31,
2016
January 2,
2016
January 3,
2015
December 28,
2013
December 29,
2012
Net income attributable to Darling
$
Depreciation and amortization
Interest expense
Income tax expense
Other, net
Equity in net (income)/loss of
unconsolidated subsidiaries
Net income attributable to
noncontrolling interests
Adjusted EBITDA
102,313 $
289,908
94,187
15,315
5,720
78,531 $
269,904
105,530
13,501
11,750
64,215 $
269,517
135,416
13,141
13,249
108,967 $
98,787
38,108
54,711
(24,560)
130,770
85,371
24,054
76,015
(1,760)
(70,379)
(73,416)
(65,609)
(7,660)
2,662
4,911
441,975 $
6,748
412,548 $
4,096
434,025 $
—
268,353 $
—
317,112
$
(g) Fiscal 2016, fiscal 2015 and fiscal 2012 excludes the capital assets acquired in immaterial acquisitions. Fiscal 2014 excludes the capital
assets acquired as part of the VION Acquisition and the Custom Blenders acquisition of approximately $984.2 million. Fiscal 2013
excludes the capital assets acquired from Terra Holding Company, a Delaware corporation, and its wholly owned subsidiaries, Terra
Renewal Services, Inc., an Arkansas corporation (“TRS”), and EV Acquisition, Inc., an Arkansas corporation (the “Terra Transaction”)
and Rothsay capital assets acquired in fiscal 2013 of approximately $167.0 million.
(h) Subsequent to the date of acquisition, fiscal 2012 includes 29 weeks of contribution from the RVO BioPur, LLC assets.
(i) Subsequent to the date of acquisition, fiscal 2013 includes 18 weeks of contribution from the TRS assets and 9 weeks of contribution
from the assets of Rothsay.
(j) Subsequent to the date of acquisition, fiscal 2014 includes 52 weeks of contribution from the VION Acquisition and 14 weeks of
contribution from the Custom Blenders acquisition.
(k) Includes certain reclassifications from net sales to cost of sales and operating expenses of approximately $78.7 million and $71.1
million in fiscal 2013 and fiscal 2012, respectively to conform to fiscal 2014 through fiscal 2016 presentation.
(l) Fiscal 2015 includes certain reclassifications for deferred loan costs from long-term assets of approximately $29.0 million to current
and non-current liabilities as reduction of outstanding debt to conform with fiscal 2016 presentation of debt. The presentation impact
was to reduce total assets by approximately $29.0 million, increase working capital by approximately $2.1 million, reduce current
portion of long-term debt by approximately $2.1 million and reduce long-term debt less current portion by approximately $26.9 million.
Page 44
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 below under the heading “Forward
Looking Statements” and in Item 1A of this report under the heading “Risk Factors.”
Fiscal 2016 Overview
The Company is a global developer and producer of sustainable natural ingredients from edible and inedible bio-nutrients,
creating a wide range of ingredients and customized specialty solutions for customers in the pharmaceutical, food, pet food, feed,
industrial, fuel, bioenergy and fertilizer industries. With operations on five continents, the Company collects and transforms all
aspects of animal by-product streams into useable and specialty ingredients, such as gelatin, edible fats, feed-grade fats, animal
proteins and meals, plasma, pet food ingredients, organic fertilizers, yellow grease, fuel feedstocks, green energy, natural casings
and hides. The Company also recovers and converts used cooking oil and commercial bakery residuals into valuable feed and fuel
ingredients. In addition, the Company provides grease trap services to food service establishments, environmental services to
food processors and sells restaurant cooking oil delivery and collection equipment. The Company sells its products domestically
and internationally and operates within three industry segments: Feed Ingredients, Food Ingredients and Fuel Ingredients.
The Feed Ingredients operating segment includes the Company's global activities related to (i) the collection and processing
of beef, poultry and pork animal by-products in North America and Europe into non-food grade oils and protein meals, (ii) the
collection and processing of bakery residuals in North America into Cookie Meal®, which is predominantly used in poultry and
swine rations, (iii) the collection and processing of used cooking oil in North America into non-food grade fats, as well as the
production and sale of cooking oil collection systems, (iv) the collection and processing of porcine and bovine blood in China,
Europe, North America and Australia into blood plasma powder and hemoglobin, (v) the processing of cattle hides and hog skins
in North America and cattle hides in Europe, (vi) the production of organic fertilizers using protein produced from the Company’s
animal by-products processing activities in North America and Europe, and (vii) the provision of grease trap services to food
service establishments and environmental services to food processors in North America. Non-food grade oils and fats produced
and marketed by the Company are principally sold to third parties to be used as ingredients in animal feed and pet food, as an
ingredient for the production of biodiesel and renewable diesel, or to the oleo-chemical industry to be used as an ingredient in a
wide variety of industrial applications. Protein meals produced and marketed by the Company are sold to third parties to be used
as ingredients in animal feed, pet food and aquaculture. Blood plasma powder and hemoglobin produced and marketed by the
Company are sold to third parties to be used as ingredients in animal feed, pet food and aquaculture.
The Food Ingredients operating segment includes the Company's global activities related to (i) the purchase and processing
of beef and pork bone chips, beef hides, pig skins, and fish skins into gelatin and hydrolyzed collagen in Europe, China, South
America and North America, (ii) the collection and processing of porcine and bovine intestines into natural casings in Europe,
China and North America, (iii) the extraction and processing of porcine mucosa into crude heparin in Europe, (iv) the collection
and refining of animal fat into food grade fat in Europe, and (v) the processing of bones to bone chips for the gelatin industry and
bone ash. Gelatins produced and marketed by the Company are sold to third parties to be used as ingredients in the pharmaceutical,
nutraceutical, food, and technical (e.g., photographic) industries. Natural casings produced and marketed by the Company are
sold to third parties to be used as an ingredient in the production of sausages and other similar food products.
The Fuel Ingredients operating segment includes the Company's global activities related to (i) the conversion of animal
fats and recycled greases into biodiesel in North America, (ii) the conversion of organic sludge and food waste into biogas in
Europe, (iii) the collection and conversion of fallen stock and certain animal by-products pursuant to applicable E.U. regulations
into low-grade energy sources to be used in industrial applications, (iv) the processing of manure into natural bio-phosphate in
Europe, and (v) the Company’s share of the results of its equity investment in Diamond Green Diesel Holdings LLC, a joint venture
with Valero Energy Corporation (“Valero”) (the “DGD Joint Venture”), to convert animal fats, recycled greases, used cooking oil,
inedible corn oil, soybean oil, or other feedstocks that become economically and commercially viable into renewable diesel as
described in Note 7 to the Company's Consolidated Financial Statement for the period ended December 31, 2016 included herein.
Corporate Activities principally includes unallocated corporate overhead expenses, acquisition-related expenses, interest
expense net of interest income, and other non-operating income and expenses.
Page 45
Operating Performance Indicators
The Company is exposed to certain risks associated with a business that is influenced by agricultural-based commodities.
These risks are further described in Item 1A of this report under the heading “Risk Factors.”
The Company’s Feed Ingredients segment animal by-products, bakery residuals, used cooking oil recovery, and blood
operations are each influenced by prices for agricultural-based alternative ingredients such as corn, soybean oil, soybean meal,
and palm oil. In these operations, the costs of the Company's raw materials change with, or in certain cases are indexed to, the
selling price or the anticipated selling price of the finished goods produced from the acquired raw materials and/or in some cases,
the price spread between various types of finished products. The Company believes that this methodology of procuring raw
materials generally establishes a relatively stable gross margin upon the acquisition of the raw material. Although the costs of raw
materials for the Feed Ingredients segment are generally based upon actual or anticipated finished goods selling prices, rapid and
material changes in finished goods prices, including competing agricultural-based alternative ingredients, generally have an
immediate and often times, material impact on the Company’s gross margin and profitability resulting from the brief lapse of time
between the procurement of the raw materials and the sale of the finished goods. In addition, the amount of raw material volume
acquired, which has a direct impact on the amount of finished goods produced, can also have a material effect on the gross margin
reported, as the Company has a substantial amount of fixed operating costs.
The Company’s Food Ingredients segment gelatin and natural casings products are influenced by other competing
ingredients including plant-based and synthetic hydrocolloids and artificial casings. In the gelatin operation, in particular, the cost
of the Company's animal-based raw material moves in relationship to the selling price of the finished goods. The processing time
for the Food Ingredients segment gelatin and casings is generally 30 to 60 days, which is substantially longer than the Company's
Feed Ingredients segment animal by-products operations. Consequently, the Company’s gross margin and profitability in this
segment can be influenced by the movement of finished goods prices from the time the raw materials were procured until the
finished goods are sold.
The Company's Fuel Ingredients segment which converts fats into renewable diesel, organic sludge and food wasted into
biogas, and fallen stock into low-grade energy sources is impacted by world energy prices for oil, electricity and natural gas.
The reporting currency for the Company's financial statements is the U.S. dollar. The Company operates in over 15
countries and therefore, certain of the Company's assets, liabilities, revenues and expenses are denominated in functional currencies
other than the U.S. dollar, primarily in the euro, Brazilian real, Chinese renminbi, Canadian dollar, Argentine peso, Japanese yen
and Polish zloty. To prepare the Company's consolidated financial statements, assets, liabilities, revenues, and expenses must be
translated into U.S. dollars at the applicable exchange rate. As a result, increases or decreases in the value of the U.S. dollar against
these other currencies will affect the amount of these items recorded in the Company's consolidated financial statements, even if
their value has not changed in the functional currency. This could have a significant impact on the Company's results, if such
increase or decrease in the value of the U.S. dollar relative to these other currencies is substantial.
The Company monitors the performance of its business segments using key financial metrics such as results of operations,
non-GAAP measurements (Adjusted EBITDA), segment operating income, raw material processed, gross margin percentage,
foreign currency translation, and corporate activities. The Company’s operating results can vary significantly due to changes in
factors such as the fluctuation in energy prices, weather conditions, crop harvests, government policies and programs, changes in
global demand, changes in standards of living, protein consumption, and global production of competing ingredients. Due to
these unpredictable factors that are beyond the control of the Company, forward-looking financial or operational estimates are not
provided.
Results of Operations
Fiscal Year Ended December 31, 2016 Compared to Fiscal Year Ended January 2, 2016
Net income attributable to Darling for the fiscal year ended December 31, 2016 was $102.3 million, or $0.62 per diluted
share, as compared to net income of $78.5 million, or $0.48 per diluted share, for the fiscal year ended January 2, 2016. The
results for the fiscal 2016 and 2015, respectively, include the following after-tax costs:
Fiscal 2016
•
$5.6 million related to the casualty gains in the Netherlands from the recording of an insurance settlement.
Page 46
Fiscal 2015
•
•
•
$8.3 million associated with the integration of VION Ingredients and Rothsay, a staff reduction in Angoulême,
France and the implementation of internal controls over financial reporting per the Sarbanes-Oxley Act of 2002
for VION Ingredients;
$10.6 million related to the write-off of deferred loan costs associated with the retirement of the Company’s
European portion of its term loan B note on June 3, 2015; and
$4.8 million related to the non-operating casualty losses in Canada, the Netherlands and Brazil and a legal
settlement.
Non-U.S. GAAP Measures
Adjusted EBITDA is not a recognized accounting measurement under GAAP; it should not be considered as an alternative
to net income, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity. It is presented here
not as an alternative to net income, but rather as a measure of the Company's operating performance. Since EBITDA (generally,
net income plus interest expenses, taxes, depreciation and amortization) is not calculated identically by all companies, the
presentation in this report may not be comparable to EBITDA or adjusted EBITDA presentations 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 (income)/loss of unconsolidated subsidiary. 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. 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, 5.375% Notes and 4.75% Notes that were
outstanding at December 31, 2016. However, the amounts shown below for Adjusted EBITDA differ from the amounts calculated
under similarly titled definitions in the Company’s Senior Secured Credit Facilities, 5.375% Notes and 4.75% Notes, as those
definitions permit further adjustments to reflect certain other non-recurring costs, non-cash charges and cash dividends from the
DGD Joint Venture. Additionally, the Company evaluates the impact of foreign exchange on operating cash flow, which is defined
as segment operating income (loss) plus depreciation and amortization.
Reconciliation of Net Income to (Non-GAAP) Adjusted EBITDA and (Non-GAAP) Pro Forma Adjusted EBITDA
Fiscal Year 2016 As Compared to Fiscal 2015
(dollars in thousands)
Net income attributable to Darling
Depreciation and amortization
Interest expense
Income tax expense/(benefit)
Foreign currency loss/(gain)
Other expense/(income), net
Equity in net (income)/loss of unconsolidated subsidiaries
Net (loss)/income attributable to noncontrolling interests
Adjusted EBITDA (Non-GAAP)
Acquisition and integration-related expenses
Pro forma Adjusted EBITDA (Non-GAAP)
Foreign currency exchange impact (1)
Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP) $
Fiscal Year Ended
December 31,
2016
January 2,
2016
$
$
$
102,313 $
289,908
94,187
15,315
1,854
3,866
(70,379)
4,911
441,975 $
401
442,376 $
1,980
444,356 $
78,531
269,904
105,530
13,501
4,911
6,839
(73,416)
6,748
412,548
8,299
420,847
—
420,847
DGD Joint Venture Adjusted EBITDA (Darling's Share)
$
87,224 $
88,494
(1) The average rate assumption used in this calculation was the actual fiscal average rate for the fiscal year ended December 31, 2016
of €1.00:USD$1.106 and CAD$1.00:USD$0.76 as compared to the average rate for the fiscal year ended January 2, 2016 of
€1.00:USD$1.108 and CAD$1.00:USD$0.77, respectively.
Page 47
For the fiscal year ended December 31, 2016, the Company generated Adjusted EBITDA of $442.0 million, as compared
to $412.5 million for the year ended January 2, 2016. The increase is attributable to higher raw material volumes in the Feed and
Food Ingredients segments and higher finished product prices for fats in the Feed Ingredients segment that more than offset lower
protein finished product prices in the Feed Ingredients segment and lower finished product prices in the Food Ingredients segment.
Additionally, lower selling, general and administrative expense due to cost reductions and offsetting gains in currency hedges
primarily in the Food Ingredients segment also contributed to the increase.
On a Pro forma Adjusted EBITDA basis, the Company would have generated $442.4 million for the fiscal year ended
December 31, 2016, as compared to a Pro forma Adjusted EBITDA of $420.8 million for the year ended January 2, 2016 when
excluding acquisition and integration-related expenses.
DGD Joint Venture Adjusted EBITDA (Darling's share) is not reflected in the Adjusted EBITDA, the Pro forma Adjusted
EBITDA, or the Pro forma Adjusted EBITDA to Foreign Currency. See Note 7 to the Company's Consolidated Financial Statements
included herein for financial information regarding the DGD Joint Venture.
Other Operating Performance Metrics
Other operating performance metrics indicators which management routinely monitors as an indicator of operating
performance include:
•
•
•
•
•
•
Finished product commodity prices
Segment operating income
Raw material processed
Gross margin percentage
Foreign currency
Corporate activities
These indicators and their importance are discussed below in greater detail.
Finished Product Commodity Prices.
Prices for finished product commodities that the Company produces in the Feed Ingredients segment are reported each
business day on the Jacobsen Index (the “Jacobsen”), an established North American trading exchange price publisher. The
Jacobsen reports industry sales from the prior day's activity by product. The Jacobsen includes reported prices for finished products
such as protein (primarily meat and bone meal (“MBM”), poultry meal (“PM”) and feather meal (“FM”)), hides, fats (primarily
bleachable fancy tallow (“BFT”) and yellow grease (“YG”)) and corn, which is a substitute commodity for the Company's bakery
by-product (“BBP”) as well as a range of other branded and value-added products, which are products of the Company's Feed
Ingredients segment. In the U.S. the Company regularly monitors the Jacobsen for MBM, PM, FM, BFT, YG and corn because
they provide a daily indication of the Company's U.S. revenue performance against business plan benchmarks. In Europe, the
Company regularly monitors Thomson Reuters (“Reuters”) to track the competing commodities palm oil and soy meal.
Although the Jacobsen and Reuters provide useful metrics 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. Therefore, actual pricing for the Company's finished products, as well as competing products,
can be quite volatile. In addition, neither the Jacobsen nor Reuters provides forward or future period pricing for the Company's
commodities. The Jacobsen and Reuters 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 and Reuters prices, the Company's actual sales
prices for its finished products may vary significantly from the Jacobsen and Reuters because of production and delivery timing
differences and because the Company's finished products are delivered to multiple locations in different geographic regions which
utilize alternative price indexes. In addition, certain of the Company's premium branded finished products may sell at prices that
may be higher than the closest product on the related Jacobsen or Reuters index. During fiscal 2016, the Company's actual sales
prices by product trended with the disclosed Jacobsen and Reuters prices.
Average Jacobsen and Reuters prices (at the specified delivery point) for fiscal 2016, compared to average Jacobsen and
Reuters prices for fiscal 2015 are:
Page 48
Avg. Price
Fiscal 2016
Avg. Price
Fiscal 2015
Increase/
(Decrease)
%
Increase/
(Decrease)
Jacobsen:
MBM (Illinois)
Feed Grade PM (Mid-South)
Pet Food PM (Mid-South)
Feather meal (Mid-South)
BFT (Chicago)
YG (Illinois)
Corn (Illinois)
$ 274.51/ton
$ 300.12/ton
$ 557.17/ton
$ 356.40/ton
$ 29.75/cwt
$ 23.77/cwt
$ 3.70/bushel
$ 334.55/ton
$ 404.54/ton
$ 544.64/ton
$ 472.27/ton
$ 27.36/cwt
$ 21.79/cwt
$ 3.89/bushel
$ (60.04)/ton
$ (104.42)/ton
$ 12.53/ton
$ (115.87)/ton
$ 2.39/cwt
$ 1.98/cwt
$ (0.19)/bushel
Palm Oil (CIF Rotterdam)
Soy meal (CIF Rotterdam)
$ 698.00/ton
$ 375.00/ton
$ 607.00/ton
$ 391.00/ton
$ 91.00/ton
$ (16.00)/ton
Reuters:
(17.9)%
(25.8)%
2.3 %
(24.5)%
8.7 %
9.1 %
(4.9)%
15.0 %
(4.1)%
The following table shows the average Jacobsen and Reuters prices for the fourth quarter of fiscal 2016, compared to the
average Jacobsen and Reuters prices for the third quarter of fiscal 2016.
Jacobsen:
MBM (Illinois)
Feed Grade PM (Mid-South)
Pet Food PM (Mid-South)
Feather meal (Mid-South)
BFT (Chicago)
YG (Illinois)
Corn (Illinois)
Avg. Price
4th Quarter
2016
$ 223.24/ton
$ 281.43/ton
$ 571.09/ton
$ 356.91/ton
$ 30.77/cwt
$ 23.05/cwt
$ 3.58/bushel
Avg. Price
3rd Quarter
2016
$ 325.56/ton
$ 364.37/ton
$ 593.47/ton
$ 432.57/ton
$ 28.59/cwt
$ 24.01/cwt
$ 3.42/bushel
Increase/
(Decrease)
$ (102.32)/ton
$ (82.94)/ton
$ (22.38)/ton
$ (75.66)/ton
$ 2.18/cwt
$ (0.96)/cwt
$ 0.16/bushel
Reuters:
.
Palm Oil (CIF Rotterdam)
Soy meal (CIF Rotterdam)
$ 752.00/ton
$ 360.00/ton
$ 705.00/ton
$ 403.00/ton
$ 47.00/ton
$ (43.00)/ton
%
Increase/
(Decrease)
(31.4)%
(22.8)%
(3.8)%
(17.5)%
7.6 %
(4.0)%
4.7 %
6.7 %
(10.7)%
During the year ended December 31, 2016, net sales for the Feed Ingredients segment were $2,089.1 million as compared
to $2,074.3 million for the year ended January 2, 2016, an increase of approximately $14.8 million. Net sales for fats were
approximately $574.6 million and $539.8 million for the years ended December 31, 2016 and January 2, 2016. Protein net sales
were approximately $769.4 million and $828.5 million for the years ended December 31, 2016 and January 2, 2016. Other
rendering net sales, which include hides, pet food, and service charges, were approximately $269.1 million and $244.0 million
for the years ended December 31, 2016 and January 2, 2016. Total rendering net sales were approximately $1,613.1 million and
$1,612.3 million for the years ended December 31, 2016 and January 2, 2016. Used cooking oil net sales were approximately
$165.1 million and $154.0 million for the years ended December 31, 2016 and January 2, 2016. Bakery net sales were approximately
$220.4 million and $217.9 million for the years ended December 31, 2016 and January 2, 2016 and other sales, which includes
trap services, industrial residual services and organic fertilizer net sales were approximately $90.5 million and $90.1 million for
the years ended December 31, 2016 and January 2, 2016.
The increase in net sales for the Feed Ingredients segment was primarily due to the following (in millions of dollars):
Page 49
Fats
Proteins
Other
Rendering
Total
Rendering
Used
Cooking
Oil
154.0 $ 217.9 $ 90.1 $ 2,074.3
136.2
Bakery Other
Total
10.4
0.7
—
244.0 $ 1,612.3 $
125.1
—
—
(145.1)
10.6
(7.9)
— (142.4)
(0.7)
25.8
25.1
269.1 $ 1,613.1 $
(5.0)
25.8
0.8
(0.2)
—
11.1
(5.3)
26.3
14.8
165.1 $ 220.4 $ 90.5 $ 2,089.1
(0.1)
0.5
0.4
—
—
2.5
Net sales year ended January 2, 2016
$ 539.8 $ 828.5 $
Increase/(decrease) in sales volumes
Increase/(decrease) in finished
product prices
Increase/(decrease) due to currency
exchange rates
Other change
Total change
41.8
83.3
(5.2)
(139.9)
(1.8)
—
34.8
(2.5)
—
(59.1)
Net sales year ended December 31, 2016 $ 574.6 $ 769.4 $
Segment Operating Income
Fiscal Year Ended December 31, 2016
Net Sales
Cost of sales and operating expenses
Gross Margin
Gross Margin %
Selling, general and administrative expense
Acquisition costs
Depreciation and amortization
Segment operating income/ (loss)
Equity in net income of unconsolidated
subsidiaries
Segment income
Total other expense
Income/ (loss) before income taxes
Fiscal Year Ended January 2, 2016
Net Sales
Cost of sales and operating expenses
Gross Margin
Gross Margin %
Selling, general and administrative expense
Acquisition costs
Depreciation and amortization
Segment operating income/(loss)
Equity in net income of unconsolidated
subsidiaries
Segment income
Total other expense
Income before income taxes
Feed
Ingredients
Food
Ingredients
Fuel
Ingredients Corporate
Total
$ 2,089,145
1,624,858
464,287
$ 1,061,912
834,410
227,502
$
247,058
182,466
64,592
$
— $3,398,115
— 2,641,734
756,381
—
22.2%
21.4%
26.1%
—%
22.3%
169,648
—
178,845
115,794
467
116,261
96,170
—
70,120
61,212
—
61,212
6,895
—
28,531
29,166
41,292
401
12,412
(54,105)
314,005
401
289,908
152,067
69,912
99,078
—
(54,105)
70,379
222,446
(99,907)
$ 122,539
Feed
Ingredients
Food
Ingredients
Fuel
Ingredients Corporate
Total
$ 2,074,333
1,613,402
460,931
$ 1,094,918
863,562
231,356
$
228,195
177,061
51,134
$
— $3,397,446
— 2,654,025
743,421
—
22.2%
21.1%
22.4%
—%
21.9%
103,301
—
66,817
61,238
7,264
—
26,711
17,159
33,385
8,299
10,522
(52,206)
322,574
8,299
269,904
142,644
—
61,238
71,895
89,054
—
(52,206)
73,416
216,060
(117,280)
98,780
$
178,624
—
165,854
116,453
1,521
117,974
Page 50
Feed Ingredients operating income for fiscal year 2016 was $115.8 million, a decrease of $0.7 million as compared to
fiscal year 2015. Earnings in the Feed Ingredients segment were down slightly from the prior year due to lower protein finished
product prices and higher depreciation and amortization due to placing new plants into production which were offset by higher
fat finished product prices and reduced selling, general and administrative expense.
Food Ingredients operating income for both fiscal year 2016 and fiscal 2015 was $61.2 million. During fiscal 2016, the
gelatin business earnings reflected strong profitability in the Company's North American, South American, and European operations
which offset the lower sales prices and volumes in China. The European edible fats earnings improved due to stable fat finished
product prices. The Company's casing business profitability improved as compared to the same period in the prior year due to
higher sales prices and volumes. Selling, general and administrative expense was reduced by $7.1 million which included $8.5
million of gains on currency hedges while depreciation and amortization increased.
Exclusive of the DGD Joint Venture, Fuel Ingredients operating income for fiscal year 2016 was $29.2 million, an increase
of $12.0 million as compared to fiscal year 2015. The increase in earnings is due to improved Rendac performance, full year
productivity and higher RIN values at the Canadian biodiesel plant and increasing sales volumes and finished product pricing at
Ecoson. Also contributing to the increase in earnings was lower selling, general and administrative expense and an insurance
settlement on the Ecoson fire which occurred in 2015. Including the DGD Joint Venture, the Fuel Ingredients segment income
for fiscal 2016 was $99.1 million, as compared to $89.1 million in the same period of fiscal 2015. The increase of $10.0 million
is primarily related to the reasons listed previously but offset by the lower sales volumes reflected in the $2.0 million decrease in
the income of the DGD Joint Venture.
Raw Material Processed
Raw material processed represents the quantity in metric tons of raw material collected from the Company’s various raw
material suppliers. The volume of raw material processed bears a direct relationship to the volume of finished product produced
and available for sale.
Overall, in fiscal year 2016, the raw material processed by the Company totaled 10.24 million metric tons. Of this amount,
7.97 million metric tons was in the Feed Ingredients segment, 1.08 million metric tons was in the Food Ingredients segment, and
1.18 million metric tons was in the Fuel Ingredients segment. As compared to fiscal year 2015, overall volumes were up
approximately 5.6%, which consisted of a 7.0% increase in the Feed Ingredients segment, a 1.3% increase in the Food Ingredients
segment and a 0.7% increase in the Fuel Ingredients segment. The total raw materials processed and that for the Fuel Ingredients
segment excludes raw material processed at the DGD Joint Venture.
In fiscal year 2015, the raw material processed by the Company totaled 9.69 million metric tons. Of this amount, 7.45
million metric tons was in the Feed Ingredients segment, 1.07 million metric tons was in the Food Ingredients segment, and 1.17
million metric tons was in the Fuel Ingredients segment.
Gross Margin Percentages
Fiscal Year Ended December 31, 2016
Gross Margin %
Feed
Ingredients
Food
Ingredients
Fuel
Ingredients Corporate
Total
22.2%
21.4%
26.1%
—
22.3%
Fiscal Year Ended January 2, 2016
Gross Margin %
Feed
Ingredients
Food
Ingredients
Fuel
Ingredients Corporate
Total
22.2%
21.1%
22.4%
—
21.9%
Gross margin percentage represents the gross margin dollars (net sales less cost of sales and operating expenses) as a
percentage of net sales. Overall, in fiscal year 2016, the gross margin percentage was 22.3% as compared to 21.9% in fiscal year
2015. The gross margin percentage for fiscal 2016 increased 1.8% as compared to fiscal 2015.
In the Feed Ingredients segment for both fiscal year 2016 and fiscal 2015, the gross margin percentage was 22.2%.
Margins were maintained with lower protein prices being offset by higher fat prices and improved sales volumes.
Page 51
In the Food Ingredients segment for fiscal year 2016, the gross margin percentage was 21.4% as compared to 21.1% for
fiscal 2015. The increase is primarily due to improved margins and production efficiencies in the North American, South American,
and European gelatin business. European edible fats performance normalized over the prior year due to stable sales prices. The
Company's casing business profitability increased as compared to the same period in the prior year, due primarily to higher sales
prices.
In the Fuel Ingredients segment (exclusive of the equity contribution from the DGD Joint Venture) for fiscal year 2016,
the gross margin percentage was 26.1% as compared to 22.4% for fiscal 2015. This increase is attributable to improved performance
in the Rendac and Ecoson business units and a full year of production and higher RIN values in the Canadian biodiesel unit.
Foreign Currency
During fiscal 2016, the U.S. dollar strengthened against most of the other functional currencies used by the Company's
non-domestic operations when compared to the same period in fiscal 2016. Using actual results for fiscal year 2016 and the prior
year's average foreign currency rates for the fiscal 2015 would result in an increase in operating income of approximately $1.6
million. The average rates assumption used in this calculation was the actual fiscal average rate for fiscal year 2016 of €1.00:USD
$1.106 and CAD$1.00:USD$0.76 as compared to the average rate for fiscal year 2015 of €1.00:USD$1.108 and CAD$1.00:USD
$0.77, respectively.
Corporate Activities
Selling, General and Administrative Expenses. Selling, general and administrative expenses were $41.3 million during
fiscal year 2016, a $7.9 million increase from $33.4 million during fiscal year 2015. The increase is due to an increase in outside
legal expense, corporate related benefits and an offsetting gain of $4.2 million recorded in 2015 for a reduction of a liability for
unclaimed property.
Acquisition and Integration Costs. Acquisition and integration costs primarily were $0.4 million in fiscal 2016 as
compared to $8.3 million in fiscal 2015. The decrease is primarily due to the termination of the Transitions Services Agreement
with Maple Leaf Foods in March 2016 and the inclusion of expenses in fiscal 2015 relating to the integration of operations, systems
integration and implementation of Sarbanes-Oxley Act of 2002 internal controls in connection with the VION Acquisition.
Depreciation and Amortization. Depreciation and amortization charges increased $1.9 million to $12.4 million during
fiscal year 2016 as compared to $10.5 million during fiscal year 2015. The increase in depreciation and amortization is primarily
due to the Company's ERP system depreciation.
Interest Expense. Interest expense was $94.2 million for fiscal year 2016, compared to $105.5 million for fiscal year
2015, a decrease of $11.3 million. The decrease is primarily due to the prior year charge relating to the write-off of deferred loan
costs of approximately $10.6 million related to the retirement of the European term loan B and a decrease in interest expense on
reduced debt outstanding in the U.S. and Canada.
Foreign Currency Gains/(Losses). Foreign currency losses were $1.9 million during fiscal year 2016, as compared to a
loss of approximately $4.9 million for fiscal year 2015. The decrease in currency losses is mainly due to a reduction in losses on
non-designated foreign exchange hedge contracts related to the Company's intercompany notes.
Other Income/Expense. Other expense was $3.9 million for fiscal year 2016, compared to $6.8 million in fiscal year
2015. The decrease in other expense for fiscal year 2016 as compared to fiscal year 2015 is primarily due to (i) a recorded insurance
gain from casualty losses recorded in the Netherlands related to fire and casualty losses that occurred in late December 2015, and
(ii) a decrease in expense related to the ineffective portion of the Company's product hedges that more than offset an increase in
bank service charges and a reduction of interest income.
Equity in Net Income in Investment of Unconsolidated Subsidiaries. Equity in net income in investment of unconsolidated
subsidiaries primarily represents the Company's portion of the income of the DGD Joint Venture for fiscal year 2016. In fiscal
year 2016, net income was $70.4 million compared to a net income of $73.4 million in fiscal year 2015.
Income Taxes. The Company recorded income tax expense of $15.3 million for fiscal year 2016, compared to $13.5
million of income tax expense recorded in fiscal year 2015, an increase of $1.8 million, which is primarily due to increased pre-
tax earnings of the Company in fiscal year 2016. The effective tax rate for fiscal year 2016 and fiscal year 2015 is 12.5% and
13.7%, respectively. The effective tax rate for fiscal year 2016 differs from the statutory rate of 35% due primarily to the biofuel
tax incentives from the DGD Joint Venture, the relative mix of earnings among jurisdictions with different tax rates, and subpart
Page 52
F income. The effective tax rate for fiscal year 2015 differs from the statutory rate of 35% due primarily to the biofuel tax incentives
from the DGD Joint Venture, the relative mix of earnings amount jurisdictions with different tax rates, subpart F income and
change in valuation allowance.
The biofuel tax incentive has expired as of the end of fiscal 2016. Accordingly, if the tax provision is not re-enacted, the
Company’s effective tax rate will be significantly impacted. Excluding the biofuel tax incentive, the Company’s effective tax rate
for fiscal 2016 and fiscal 2015 is 35.7% and 42.2%, respectively.
Results of Operations
Fiscal Year Ended January 2, 2016 Compared to Fiscal Year Ended January 3, 2015
Fiscal 2014 includes an additional week of operations which occurs every five to six years. In fiscal 2014 the additional
week increased net sales and operating income by approximately $71 million and $3 million, respectively.
The Company's results for the twelve months of fiscal 2015 and fiscal 2014 each include 52 weeks of operations from
the VION Acquisition. Net income attributable to Darling for the fiscal year ended January 2, 2016 was $78.5 million, or $0.48
per diluted share, as compared to net income of $64.2 million, or $0.39 per diluted share, for the fiscal year ended January 3, 2015.
The results for the fiscal 2015 and 2014, respectively, include the following after-tax costs:
Fiscal 2015
•
•
•
$8.3 million associated with the integration of VION Ingredients and Rothsay, a staff reduction in Angoulême,
France and the implementation of internal controls over financial reporting per the Sarbanes-Oxley Act of 2002
for VION Ingredients;
$10.6 million related to the write-off of deferred loan costs associated with the retirement of the Company’s
European portion of its term loan B term note on June 3, 2015; and
$4.8 million related to the non-operating casualty losses in Canada, the Netherlands and Brazil and a legal
settlement.
Fiscal 2014
•
•
•
•
$49.8 million related to a non-cash inventory step-up associated with the required purchase accounting for the
VION Acquisition related to the portion of acquired inventory sold during the period;
$31.7 million related to the redemption premium and write-off of deferred loan costs associated with the
retirement of the Company’s 8.5% Senior Notes on February 7, 2014;
$24.7 million associated with the acquisition and integration of Rothsay and VION Ingredients during the period;
and
$12.6 million related to certain euro forward contracts entered into to hedge against foreign exchange risks
related to the closing of the VION Acquisition
Non-U.S. GAAP Measures
For a discussion of the reasons why the Company's management believes the following Non-GAAP financial measures
provide useful information to investors and the purposes for which the Company's management uses such measures, see “Results
of Operations - Fiscal Year Ended December 31, 2016 Compared to Fiscal Year Ended January 2, 2016 - Non-U.S. GAAP Measures.”
Reconciliation of Net Income to (Non-GAAP) Adjusted EBITDA and (Non-GAAP) Pro Forma Adjusted EBITDA
Fiscal Year 2015 As Compared to Fiscal 2014
Page 53
(dollars in thousands)
Net income attributable to Darling
Depreciation and amortization
Interest expense
Income tax expense/(benefit)
Foreign currency loss/(gain)
Other expense/(income), net
Equity in net (income)/loss of unconsolidated subsidiaries
Net (loss)/income attributable to noncontrolling interests
Adjusted EBITDA (Non-GAAP)
Non-cash inventory step-up associated with VION Acquisition
Acquisition and integration-related expenses
Darling Ingredients International - 13th week (1)
Pro forma Adjusted EBITDA (Non-GAAP)
Foreign currency exchange impact (3)
Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP)
DGD Joint Venture Adjusted EBITDA (Darling's Share) (2)
Fiscal Year Ended
January 2,
2016
January 3,
2015
78,531 $
269,904
105,530
13,501
4,911
6,839
(73,416)
6,748
412,548 $
—
8,299
—
420,847 $
48,961
469,808 $
64,215
269,517
135,416
13,141
13,548
(299)
(65,609)
4,096
434,025
49,803
24,667
4,100
512,595
—
512,595
88,494 $
81,639
$
$
$
$
$
(1) January 7, 2014 closed on VION Ingredients, thus the 13th week would be EBITDA adjusted for January 1, 2014 through January
7, 2014.
(2) Darling's pro forma adjusted EBITDA (Non-GAAP) in the above table does not include the DGD Joint Venture adjusted EBITDA
(Darling's share) if we had consolidated the DGD Joint Venture.
(3) Impact between fiscal 2015 and fiscal 2014.
For the year ended January 2, 2016, the Company generated Adjusted EBITDA of $412.5 million, as compared to $434.0
million in the same period in fiscal 2014. On a Pro forma Adjusted EBITDA basis, the Company would have generated $420.8
million for the year ended January 2, 2016, as compared to a Pro forma Adjusted EBITDA of $512.6 million in the same period
in fiscal 2014. The decrease in the Pro forma Adjusted EBITDA is attributable to lower finished product prices and the impact
of foreign exchange rates as a function of the strengthening U.S. dollar as compared mainly to the euro and Canadian dollar, which
were partially offset by an increase in raw material volumes.
As a result of the strengthened U.S. dollar, the above Pro forma Adjusted EBITDA results for the year ended January 2,
2016 would have been $469.8 million when taking into consideration the change in average foreign currency fluctuations of $49.0
million, as compared to $512.6 million for the year ended January 3, 2015, a reduction of $42.8 million.
Other Operating Performance Metrics
Other operating performance metrics indicators which management routinely monitors as an indicator of operating
performance include:
•
•
•
•
•
•
Finished product commodity prices
Segment operating income
Raw material processed
Gross margin percentage
Foreign currency
Corporate activities
These indicators and their importance are discussed below in greater detail.
Finished Product Commodity Prices.
Average Jacobsen and Reuters prices (at the specified delivery point) for fiscal 2015, compared to average Jacobsen and
Reuters prices for fiscal 2014 follow:
Page 54
Avg. Price
Fiscal 2015
Avg. Price
Fiscal 2014
Increase/
(Decrease)
%
Increase/
(Decrease)
Jacobsen:
MBM (Illinois)
Feed Grade PM (Mid-South)
Pet Food PM (Mid-South)
Feather meal (Mid-South)
BFT (Chicago)
YG (Illinois)
Corn (Illinois)
$ 334.55/ton
$ 404.54/ton
$ 544.64/ton
$ 472.27/ton
$ 27.36/cwt
$ 21.79/cwt
$ 3.89/bushel
$ 467.81/ton
$ 555.42/ton
$ 790.75/ton
$ 700.69/ton
$ 36.77/cwt
$ 28.95/cwt
$ 4.23/bushel
$ (133.26)/ton
$ (150.88)/ton
$ (246.11)/ton
$ (228.42)/ton
$ (9.41)/cwt
$ (7.16)/cwt
$ (0.34)/bushel
Palm Oil (CIF Rotterdam)
Soy meal (CIF Rotterdam)
$ 607.00/ton
$ 391.00/ton
$ 809.00/ton
$ 526.00/ton
$ (202.00)/ton
$ (135.00)/ton
Reuters:
(28.5)%
(27.2)%
(31.1)%
(32.6)%
(25.6)%
(24.7)%
(8.0)%
(25.0)%
(25.7)%
The following table shows the average Jacobsen and Thomson Reuters prices for the fourth quarter of fiscal 2015,
compared to the average Jacobsen and Thomson Reuters prices for the third quarter of fiscal 2015.
Jacobsen:
MBM (Illinois)
Feed Grade PM (Mid-South)
Pet Food PM (Mid-South)
Feather meal (Mid-South)
BFT (Chicago)
YG (Illinois)
Corn (Illinois)
Avg. Price
4th Quarter
2015
$ 249.29/ton
$ 334.67/ton
$ 469.49/ton
$ 367.06/ton
$ 21.18/cwt
$ 17.86/cwt
$ 3.95/bushel
Avg. Price
3rd Quarter
2015
$ 354.91/ton
$ 391.55/ton
$ 532.45/ton
$ 499.12/ton
$ 29.42/cwt
$ 21.48/cwt
$ 3.91/bushel
Increase/
(Decrease)
$ (105.62)/ton
$ (56.88)/ton
$ (62.96)/ton
$ (132.06)/ton
$ (8.24)/cwt
$ (3.62)/cwt
$ 0.04/bushel
Reuters:
.
Palm Oil (CIF Rotterdam)
Soy meal (CIF Rotterdam)
$ 563.00/ton
$ 352.00/ton
$ 558.00/ton
$ 380.00/ton
$ 5.00/ton
$ (28.00)/ton
%
Increase/
(Decrease)
(29.8)%
(14.5)%
(11.8)%
(26.5)%
(28.0)%
(16.9)%
1.0 %
0.9 %
(7.4)%
During the year ended January 2, 2016 net sales for the Feed Ingredients segment were $2,074.3 million as compared to
$2,421.5 million for the year ended January 3, 2015, a decrease of approximately $347.2 million. Net sales for fats were
approximately $539.8 million and $659.0 million for the years ended January 2, 2016 and January 3, 2015. Protein net sales were
approximately $828.5 million and $979.8 million for the years ended January 2, 2016 and January 3, 2015. Other rendering net
sales, which include hides, pet food and service charges, were approximately $244.0 million and $274.8 million for the years
ended January 2, 2016 and January 3, 2015. Total rendering net sales were approximately $1,612.3 million and $1,913.6 million
for the years ended January 2, 2016 and January 3, 2015. Used cooking oil net sales were approximately $154.0 million and
$190.3 million of net sales for the years ended January 2, 2016 and January 3, 2015. Bakery net sales were approximately $217.9
million and $221.7 million of net sales for the years ended January 2, 2016 and January 3, 2015, respectively, and other sales,
which includes trap services, industrial residual services and organic fertilizer net sales were approximately $90.1 million and
$95.9 million for the years ended January 2, 2016 and January 3, 2015, respectively. The decrease in net sales for the Feed
Ingredients segment was primarily due to the following (in millions of dollars):
Page 55
Net sales year ended January 3, 2015 $ 659.0 $
979.8 $
274.8 $ 1,913.6 $
Fats
Proteins
Other
Rendering
Total
Rendering
Used
Cooking
Oil
190.3 $ 221.7 $
Bakery
Other
Total
95.9 $ 2,421.5
Increase/(decrease) in sales
volumes
Increase/(decrease) in finished
product prices
Increase/(decrease) due to
currency exchange rates
Other change
Total change
Net sales year ended January 2, 2016 $ 539.8 $
28.4
34.1
(124.1)
(118.6)
—
—
62.5
3.1
28.3
(242.7)
(37.6)
(32.1)
—
—
93.9
(312.4)
(23.5)
—
(119.2)
(66.8)
—
(151.3)
828.5 $
(34.1)
3.3
(30.8)
244.0 $ 1,612.3 $
(124.4)
3.3
(301.3)
(1.8)
—
(36.3)
154.0 $ 217.9 $
—
—
(3.8)
(126.5)
(0.3)
(2.2)
(5.5)
(5.8)
(347.2)
90.1 $ 2,074.3
In the above table, the increase in sales volumes for bakery is primarily due to the Custom Blenders acquisition that
occurred in the fourth quarter of fiscal 2014.
Segment Operating Income
Fiscal Year Ended January 2, 2016
Net Sales
Cost of sales and operating expenses
Gross Margin
Gross Margin %
Feed
Ingredients
Food
Ingredients
Fuel
Ingredients Corporate
Total
$ 2,074,333
1,613,402
460,931
$ 1,094,918
863,562
231,356
$
228,195
177,061
51,134
$
— $3,397,446
— 2,654,025
743,421
—
22.2%
21.1%
22.4%
—%
21.9%
Selling, general and administrative expense
Acquisition costs
Depreciation and amortization
Segment operating income/ (loss)
178,624
—
165,854
116,453
103,301
—
66,817
61,238
7,264
—
26,711
17,159
33,385
8,299
10,522
(52,206)
322,574
8,299
269,904
142,644
Equity in net income of unconsolidated
subsidiaries
Segment income
Total other expense
Income/ (loss) before income taxes
1,521
117,974
—
61,238
71,895
89,054
—
(52,206)
73,416
216,060
(117,280)
98,780
$
Page 56
Fiscal Year Ended January 3, 2015
Net Sales
Cost of sales and operating expenses
Gross Margin
Gross Margin %
Selling, general and administrative expense
Acquisition costs
Depreciation and amortization
Segment operating income/(loss)
Equity in net income of unconsolidated
subsidiaries
Segment income
Total other expense
Income before income taxes
Feed
Ingredients
Food
Ingredients
Fuel
Ingredients Corporate
Total
$ 2,421,462
1,864,835
556,627
$ 1,248,352
1,029,488
218,864
$
286,629
228,848
57,781
$
— $3,956,443
— 3,123,171
833,272
—
23.0%
17.5%
20.2%
—%
21.1%
205,484
—
158,871
192,272
1,842
194,114
118,716
—
73,274
26,874
8,596
—
27,898
21,287
41,784
24,667
9,474
(75,925)
374,580
24,667
269,517
164,508
—
26,874
63,767
85,054
—
(75,925)
65,609
230,117
(148,665)
81,452
$
Feed Ingredients operating income for fiscal year 2015 was $116.5 million, a decrease of $75.8 million as compared to
fiscal year 2014. Adjusting the results for fiscal year 2014 for the non-cash inventory step-up adjustment of approximately $14.2
million and comparing this to fiscal year 2015, the Feed Ingredients operating income for fiscal year 2015 is lower by $90.0
million. Lower earnings in the Feed Ingredients segment were due to significant decline in proteins, fats, used cooking oil and
bakery finished product prices attributable to overall lower feed ingredient prices as a result of the global record-setting grain
production and increased volumes from the slaughter industry, which increased supply above demand levels. In the United States
operations, lower earnings related primarily to lower prices for protein, fat and used cooking oil, particularly in the Company's
non-formula business. The international operations were down only slightly due to strong volumes and raw material cost reductions,
which offset lower finished product prices. In addition, the Company's Feed Ingredients segment operating cash flow was negatively
impacted by foreign exchange translation by approximately $16.6 million when using prior year average exchange rates.
Food Ingredients operating income for fiscal year 2015 was $61.2 million, an increase of $34.3 million as compared to
fiscal 2014. Adjusting the results for fiscal year 2014 for the non-cash inventory step-up adjustment of approximately $35.3
million and comparing this to fiscal year 2015, the Food Ingredients operating income for fiscal year 2015 is lower by $1.0 million.
The gelatin business performance improved as compared to the prior year as a result of increased demand in China and lower raw
material prices in Europe. The European edible fats earnings also improved over the prior year due to normalized margins. The
Company's casing business was down as compared to the prior year, due primarily to lower margins on exports into Asian markets
for meat by-products. In addition, the Company's Food Ingredients segment operating cash flow was negatively impacted by
foreign exchange translation by approximately $24.4 million when using prior year average exchange rates.
Exclusive of the DGD Joint Venture, Fuel Ingredients operating income for fiscal year 2015 was $17.2 million, a decrease
of $4.1 million as compared to fiscal year 2014. Adjusting fiscal year 2014 for the non-cash inventory step-up adjustment of
approximately $0.3 million and comparing this to fiscal year 2015, the Fuel Ingredients operating income for fiscal year 2015 is
$4.4 million lower than fiscal 2014 due primarily from lower earnings from the Canadian biodiesel operations in fiscal 2015.
Including the DGD Joint Venture, the Fuel Ingredients segment income for fiscal 2015 was $89.1 million, as compared to segment
income of $85.4 million in fiscal 2014. The increase of $3.7 million is primarily related to a $15.3 million increase in Darling's
portion of blenders tax credits as compared to fiscal year 2014. This increase was partially offset by a decrease in petroleum
prices, which was not offset by an increase in Renewable Identification Number (“RIN”) values as a result of the uncertain
regulatory environment with respect to the U.S. mandated renewable volume obligation (“RVO”) requirement. In addition, the
passing of the blenders tax credit in December 2015 and December 2014 increased results in the fourth quarter of fiscal year 2014
and fiscal year 2015. Overall, the blenders tax credits increased the results of fiscal year 2015 as compared to fiscal year 2014
by approximately $1.6 million at Darling's U.S. and Canada plants and by approximately $15.3 million at the DGD Joint Venture.
The Company's Fuel Ingredients segment operating cash flow was also negatively impacted by foreign exchange translation of
approximately $8.0 million when using prior year average exchange rates, lower production and earnings at the Canadian biodiesel
plant due to operational breakdown issues and a fire at the Company's Bio Phosphate plant in the Netherlands at the end of the
fourth quarter of fiscal 2015. In Canada, the Fuel Ingredients segment recorded business interruption insurance income from a
settled claim on the Canadian biodiesel plant as a credit to selling, general and administrative expense and the European Fuel
Page 57
Ingredients segment (Ecoson) received a subsidy from the Netherlands government that was recorded as a credit to selling, general
and administrative expense.
Raw Material Processed
Raw material processed represents the quantity in metric tons of raw material collected from the Company’s various raw
material suppliers. The volume of raw material processed bears a direct relationship to the volume of finished product produced
and available for sale.
Overall, in fiscal year 2015, the raw material processed by the Company totaled 9.69 million metric tons. Of this amount,
7.45 million metric tons was in the Feed Ingredients segment, 1.07 million metric tons was in the Food Ingredients segment, and
1.17 million metric tons was in the Fuel Ingredients segment. As compared to fiscal year 2014, overall volumes were up
approximately 4.8%, which consisted of a 4.6% increase in the Feed Ingredients segment, a 1.6% increase in the Food Ingredients
segment and a 9.3% increase in the Fuel Ingredients segment. The total raw materials processed and that for the Fuel Ingredients
segment excludes raw material processed at the DGD Joint Venture.
In fiscal year 2014, the raw material processed by the Company totaled 9.24 million metric tons. Of this amount, 7.12
million metric tons was in the Feed Ingredients segment, 1.05 million metric tons was in the Food Ingredients segment, and 1.07
million metric tons was in the Fuel Ingredients segment.
Gross Margin Percentages
Fiscal Year Ended January 2, 2016
Gross Margin %
Feed
Ingredients
Food
Ingredients
Fuel
Ingredients Corporate
Total
22.2%
21.1%
22.4%
—
21.9%
Feed
Ingredients
Food
Ingredients
Fuel
Ingredients Corporate
Total
Fiscal Year Ended January 3, 2015
Gross Margin %
23.0%
17.5%
20.2%
Gross Margin % before inventory step-up
23.6%
20.4%
20.3%
—
—
21.1%
22.3%
Gross margin percentage represents the gross margin dollars (net sales less cost of sales and operating expenses) as a
percentage of net sales. Overall, in fiscal year 2015, the gross margin percentage was 21.9% as compared to 21.1% in fiscal year
2014. Adjusting the results of fiscal year 2014 for the non-cash impact of the $49.8 million inventory step-up, the gross margin
percentage for fiscal year 2014 would have been 22.3%. As a result, the gross margin percentage for fiscal year 2015 decreased
2.0% as compared to the same period of fiscal year 2014. Considering foreign exchange impact the gross margins for fiscal year
2015 were 4.5% higher as compared to the adjusted gross margins for fiscal year 2014.
In the Feed Ingredients segment for fiscal year 2015, the gross margin percentage was 22.2% as compared to 23.0% for
fiscal 2014. Adjusting the results of fiscal year 2014 for the non-cash impact of the $14.2 million inventory step-up, the gross
margin percentage for fiscal year 2014 would have been 23.6%. With respect to the Feed Ingredients segment, the reduction was
principally related to a decline in finished fat and protein product prices, which were only partially offset by a reduction in raw
material costs. European finished fat prices were principally impacted by softness in global biofuels demand. Considering foreign
exchange impact the Feed Ingredients segment gross margins for fiscal year 2015 were 2.3% lower as compared to the adjusted
gross margins for fiscal year 2014.
In the Food Ingredients segment for fiscal year 2015, the gross margin percentage was 21.1% as compared to 17.5% for
fiscal 2014. Adjusting the results of fiscal year 2014 for the non-cash impact of the $35.3 million inventory step-up, the gross
margin percentage for fiscal year 2014 would have been 20.4%. Margins in the Food Ingredients segment for fiscal year 2015
were up from fiscal year 2014 mainly due to the increase in the China and European gelatin markets. Considering foreign exchange
impact the Food Ingredients segment gross margins for fiscal year 2015 were 14.7% higher as compared to the adjusted gross
margins for fiscal year 2014.
Page 58
In the Fuel Ingredients segment (exclusive of the equity contribution from the DGD Joint Venture) for fiscal year 2015,
the gross margin percentage was 22.4% as compared to 20.2% for fiscal 2014. The increase in the fuel segment margin is mainly
impacted by the Company's European operation. In addition, in fourth quarter of fiscal 2015 the Company recorded revenues of
approximately $7.1 million related to the blenders tax credit, which was an increase of approximately $1.6 million as compared
to fiscal year 2014. Considering foreign exchange impact the Fuel Ingredients segment gross margins for fiscal year 2015 were
27.8% higher as compared to the adjusted gross margins for fiscal year 2014.
Foreign Currency
The U.S. dollar has been strengthened against most of the other functional currencies used by the Company's non-domestic
operations. Using actual results for fiscal year 2015 and comparing to the average currency rate for fiscal year 2014, this would
result in an increase in operating income in fiscal year 2015 of approximately $49.0 million. This is impacted mainly due to a drop
in the euro and Canadian dollar as compared to the U.S. dollar. The average rates assumptions used in this calculation was the
actual fiscal average rate for fiscal year 2014 of €1.00:USD$1.32 and CAD$1.00:USD$0.90 as compared to the average rate for
fiscal year 2015 of €1.00:USD$1.11 and CAD$1.00:USD$0.77, respectively.
Corporate Activities
Selling, General and Administrative Expenses. Selling, general and administrative expenses were $33.4 million during
fiscal year 2015, a $8.4 million decrease from $41.8 million during fiscal year 2014. The decrease was primarily due to a decrease
in corporate payroll and related benefits and elimination of third party service providers.
Acquisition and Integration Costs. Acquisition and integration costs primarily related to the VION Acquisition and the
Rothsay Acquisition were $8.3 million during fiscal year 2015, as compared to $24.7 million in fiscal year 2014. The decrease
is mainly due to the fact that the majority of the costs in fiscal year 2015 relate to the integration of operations, systems integration
and Sarbanes-Oxley Act of 2002 internal controls in connection with the VION Acquisition as compared to the higher costs incurred
in fiscal year 2014 that related mostly to VION Acquisition costs and Rothsay Acquisition integration costs.
Depreciation and Amortization. Depreciation and amortization charges increased $1.0 million to $10.5 million during
fiscal year 2015 as compared to $9.5 million during fiscal year 2014. The increase in depreciation and amortization is primarily
due to the VION Acquisition and Rothsay Acquisition and depreciation associated with the Company's new ERP system.
Interest Expense. Interest expense was $105.5 million for fiscal year 2015, compared to $135.4 million for fiscal year
2014, a decrease of $29.9 million. The decrease in interest expense is primarily due to prior year charges relating to (i) the
redemption premium paid of approximately $27.3 million to retire the Company's 8.5% Senior Notes due 2018, (ii) the
approximately $4.3 million write-off of deferred loan costs related to the retirement of the 8.5% Senior notes, (iii) interest paid
of approximately $2.3 million on the 8.5% Senior notes in the prior year and a decrease in interest expense for fiscal year 2015
as a result of lower outstanding borrowing under the Company's Amended Credit Agreement that was more than offset by the
approximately $10.6 million write-off of deferred loan costs for fiscal year 2015 related to the payoff of the Euro Term Loan B.
Foreign Currency Gains/(Losses). Foreign currency losses were $4.9 million during fiscal year 2015, as compared to a
loss of approximately $13.5 million for fiscal year 2014. The decrease is mainly due to a prior year $12.6 million loss on certain
euro forward contracts entered into to hedge the foreign exchange risk related to the closing of the VION Acquisition in fiscal
year 2014, that more than offset current year losses on non-designated foreign exchange hedge contracts related to the Company's
intercompany notes and other foreign exchange transactions.
Other Income/Expense. Other expense was $6.8 million for fiscal year 2015, compared to other income of $0.3 million
in fiscal year 2014. The increase in other expense for fiscal year 2015 as compared to fiscal year 2014 is mainly due to current
year fire and casualty losses in Canada, the Netherlands and Brazil of approximately $3.0 million as compared to insurance proceeds
received of approximately $1.5 million in the prior year on past casualty and fire losses and a legal settlement of approximately
$1.8 million.
Equity in Net Income in Investment of Unconsolidated Subsidiaries. Mainly represents the Company's portion of the
income of the DGD Joint Venture for fiscal year 2015. In fiscal year 2015, net income was $73.4 million compared to a net income
of $65.6 million in fiscal year 2014. The $7.8 million increase in net income is primarily due the increase in the amount of blenders
tax credit the DGD Joint Venture recorded in fiscal year 2015, as compared to fiscal year 2014, which more than offset reduced
petroleum prices during fiscal year 2015 as compared to fiscal year 2014.
Page 59
Income Taxes. The Company recorded income tax expense of $13.5 million for fiscal year 2015, compared to $13.1
million of income tax expense recorded in fiscal year 2014, an increase of $0.4 million, which is primarily due to increased pre-
tax earnings of the Company in fiscal year 2015. The effective tax rate for fiscal year 2015 and fiscal year 2014 is 13.7% and
16.1%, respectively. The effective tax rate for fiscal year 2015 differs from the statutory rate of 35% due primarily to the biofuel
tax incentives from the DGD Joint Venture, relative mix of earnings among jurisdictions with different tax rates, subpart F income
and change in valuation allowance. The effective tax rate for fiscal year 2014 differs from the statutory rate of 35% due primarily
to the biofuel tax incentives from the DGD Joint Venture, relative mix of earnings amount jurisdictions with different tax rates,
non-deductible transaction-related costs, subpart F income and change in valuation allowance.
FINANCING, LIQUIDITY, AND CAPITAL RESOURCES
Indebtedness
Certain Debt Outstanding at December 31, 2016. On December 31, 2016, debt outstanding under the Company's Amended
Credit Agreement, the Company's 5.375% Notes and the Company's 4.75% Notes consists of the following (in thousands):
Senior Notes:
5.375 % Notes due 2022
Less unamortized deferred loan costs
Carrying value of 5.375% Notes due 2022
4.75 % Notes due 2022 - Denominated in euros
Less unamortized deferred loan costs
Carrying value of 4.75% Notes due 2022
Amended Credit Agreement:
Term Loan A
Less unamortized deferred loan costs
Carrying value of Term Loan A
Term Loan B
Less unamortized deferred loan costs
Carrying value of Term Loan B
Revolving Credit Facility:
Maximum availability
Borrowings outstanding
Letters of credit issued
Availability
Other Debt
$
$
$
$
$
$
$
$
$
$
$
500,000
(7,667)
492,333
543,840
(8,956)
534,884
120,103
(1,083)
119,020
583,500
(6,298)
577,202
1,000,000
5,280
26,585
968,135
22,224
During fiscal 2016, the U.S. dollar strengthened as compared to the euro and weakened as compared to the Canadian
dollar. Using the euro and Canadian dollar based debt outstanding at December 31, 2016 and comparing the closing balance sheet
rates at December 31, 2016 to those at January 2, 2016, the U.S. dollar debt balances of euro based debt decreased by $17.0 million
and the U.S. dollar debt balances of Canadian based debt increased by approximately $2.3 million, at December 31, 2016. The
closing balance sheet rate assumptions used in this calculation were the actual fiscal closing balance sheet rate at December 31,
2016 of €1.00:USD$1.05600 and CAD$1.00:USD$0.742094 as compared to the closing balance sheet rate at January 2, 2016 of
€1.00:USD$1.08915 and CAD$1.00:USD$0.719861, respectively.
Senior Secured Credit Facilities. On January 6, 2014, Darling, Darling International Canada Inc. (“Darling Canada”) and
Darling International NL Holdings B.V. (“Darling NL”) entered into a Second Amended and Restated Credit Agreement (as
subsequently amended, the “Amended Credit Agreement”), restating its then existing Amended and Restated Credit Agreement
dated September 27, 2013, with the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent,
and the other agents from time to time party thereto. Effective December 16, 2016, the Company, and certain of its subsidiaries
entered into an amendment (the “Fourth Amendment”) with its lenders to the Amended Credit Agreement. Among other things,
the Fourth Amendment extended the maturity date of the term A loans and revolving credit facility loans under the Amended Credit
Agreement from September 27, 2018 to December 16, 2021, subject to a 91-day “springing” adjustment if the term B loans are
outstanding 91 days prior to the maturity date (January 6, 2021) of the term B loans. For more information regarding the Amended
Credit Agreement see Note 10 of Notes to Consolidated Financial Statements included herein.
Page 60
• As of December 31, 2016, the Company had availability of $968.1 million under the revolving loan facility, taking into
account an aggregate of $5.3 million outstanding borrowings and letters of credit issued of $26.6 million.
• As of December 31, 2016, the Company has borrowed all $350.0 million under the term loan A facility and repaid
approximately CAD$46.4 million and $156.8 million, which when repaid, cannot be reborrowed. The term loan A facility
is repayable in quarterly installments to commence on March 31, 2017 as follows: for the first eight quarters following
December 16, 2016, 1.25% of the original principal amount of the term loan A facility outstanding on the Fourth
Amendment date, for the ninth through sixteenth quarters following December 16, 2016, 1.875% of the original principal
amount of the term loan A facility outstanding on the Fourth Amendment date, and for each quarterly installment after
such sixteenth installment until December 16, 2021, 3.75% of the original principal amount of the term loan A facility
outstanding on the Fourth Amendment date. The term loan A facility will mature on December 16, 2021, subject to a 91
day “springing” adjustment if the Term B loans are outstanding 91 days prior to the maturity date (January 6, 2021) of
the Term B loans.
• As of December 31, 2016, the Company has borrowed all $1.3 billion under the terms of the term loan B facility and
repaid approximately €510.0 million and $16.5 million, which when repaid, cannot be reborrowed. The term loan B
facility is repayable in quarterly installments of 0.25% of the aggregate principal amount of the relevant term loan B
facility on the last day of each March, June, September and December of each year commencing on the last day of each
month falling on or after the last day of the first full quarter following January 6, 2014, and continuing until the last day
of each quarter period ending immediately prior to January 6, 2021; and one final installment in the amount of the relevant
term loan B facility then outstanding, due on January 6, 2021. The term loan B facility will mature on January 6, 2021.
• The interest rate applicable to any borrowings under the term loan A facility and the revolving loan facility will equal
either LIBOR/euro interbank offered rate/CDOR plus 2.00% per annum or base rate/Canadian prime rate plus 1.00% per
annum, subject to certain step-downs or step-ups based on the Company's total leverage ratio. The interest rate applicable
to any borrowings under the term loan B facility will equal (a) for U.S. dollar term loans, either the base rate plus 1.50%
or LIBOR plus 2.50%, and (b) for euro revolving loans, the euro interbank offered rate plus 2.75%, in each case subject
to a step-down based on our total leverage ratio. For term loan B loans, the LIBOR rate cannot be less than 0.75%.
5.375% Senior Notes due 2022. On January 2, 2014, Darling Escrow Sub, a Delaware corporation and wholly-owned
subsidiary of Darling, issued and sold $500.0 million aggregate principal amount of its 5.375% Notes. The 5.375% Notes, which
were offered in a private offering in connection with the VION Acquisition, were issued pursuant to a 5.375% Notes Indenture,
(as supplemented, the “5.375% Indenture”), among Darling Escrow Sub, the Subsidiary Guarantors (as defined in the Original
5.375% Indenture) party thereto from time to time and U.S. Bank National Association, as trustee (the “5.375% Trustee”). For a
description of the terms of the 5.375% Notes see Note 10 of Notes to Consolidated Financial Statements.
4.75 % Senior Notes due 2022. On June 3, 2015, Darling Global Finance B.V. (the “4.75% Issuer”), a wholly-owned
indirect finance subsidiary of Darling incorporated as a private company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid) under the laws of The Netherlands issued and sold €515.0 million aggregate principal amount of its 4.75%
Notes. The 4.75% Notes, which were offered in a private offering, were issued pursuant to a Senior Notes Indenture, dated as of
June 3, 2015 (the “4.75% Indenture”), among the 4.75% Issuer, Darling, the subsidiary guarantors party thereto from time to time,
Citibank, N.A., London Branch, as trustee (the “4.75% Trustee”) and principal paying agent, and Citigroup Global Markets
Deutschland AG, as principal registrar. For a description of the terms of the 4.75% Notes see Note 10 of Notes to Consolidated
Financial Statements.
Other debt consists of Canadian and European capital lease obligations, note arrangements in Argentina, China and Japan
and European and U.S. notes that are not part of the Company's Amended Credit Agreement, 5.375% Notes or 4.75% Notes.
The classification of long-term debt in the Company’s December 31, 2016 consolidated balance sheet is based on the
contractual repayment terms of the 5.375% Notes, the 4.75% Notes and debt issued under the Amended Credit Agreement.
As a result of the Company's borrowings under its Amended Credit Agreement, the 5.375% Indenture and the 4.75%
Indenture, the Company is highly leveraged. Investors should note that, in order to make scheduled payments on the indebtedness
outstanding under the Amended Credit Agreement, the 5.375% Notes and the 4.75% Notes, and otherwise, the Company will rely
in part on a combination of dividends, distributions and intercompany loan repayments from the Company's direct and indirect
U.S. and foreign subsidiaries. The Company is prohibited under the Amended Credit Agreement, the 5.375% Indenture and the
4.75% Indenture from entering (or allowing such subsidiaries to enter) into contractual limitations on the Company's subsidiaries’
ability to declare dividends or make other payments or distributions to the Company. The Company has also attempted to structure
Page 61
the Company's consolidated indebtedness in such a way as to maximize the Company's ability to move cash from the Company's
subsidiaries to Darling or another subsidiary that will have fewer limitations on the ability to make upstream payments, whether
to Darling or directly to the Company's lenders as a Guarantor. Nevertheless, applicable laws under which the Company's direct
and indirect subsidiaries are formed may provide limitations on such dividends, distributions and other payments. In addition,
regulatory authorities in various countries where the Company operates or where the Company imports or exports products may
from time to time impose import/export limitations, foreign exchange controls or currency devaluations that may limit the
Company's access to profits from the Company's subsidiaries or otherwise negatively impact the Company's financial condition
and therefore reduce the Company's ability to make required payments under Amended Credit Agreement, the 5.375% Notes and
the 4.75% Notes, or otherwise. In addition, fluctuations in foreign exchange values may have a negative impact on the Company's
ability to repay indebtedness denominated in U.S. or Canadian dollars or euros. See “Risk Factors - Our business may be adversely
impacted by fluctuations in exchange rates, which could affect our ability to comply with our financial covenants” and “ - Our
ability to repay our indebtedness depends in part on the performance of our subsidiaries, including our non-guarantor subsidiaries,
and their ability to make payments” in Item 1A of this Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
The Company's financial covenants are effective for fiscal quarter ending April 1, 2017, which is the first full fiscal
quarter after the Fourth Amendment. As of December 31, 2016, the Company believes it is in compliance with all other covenants
contained in the Amended Credit Agreement, the 5.375% Indenture and the 4.75% Indenture.
Working Capital and Capital Expenditures
On December 31, 2016, the Company had working capital of $441.5 million and its working capital ratio was 1.98 to 1
compared to working capital of $490.1 million and a working capital ratio of 2.11 to 1 on January 2, 2016. The decrease in working
capital is primarily due to the reduction in unrestricted cash as a result of excess debt payments in fiscal 2016. At December 31,
2016, the Company had unrestricted cash of $114.6 million and funds available under the revolving credit facility of $968.1 million,
compared to unrestricted cash of $156.9 million and funds available under the revolving credit facility of $956.7 million at
January 2, 2016. The Company diversifies its cash investments by limiting the amounts deposited with any one financial institution
and invests primarily in government-backed securities.
Net cash provided by operating activities was $391.0 million and $421.0 million for the fiscal years ended December 31,
2016 and January 2, 2016, respectively, a decrease of $30.0 million due primarily to changes in operating assets and liabilities,
which includes a decrease in cash used by accounts receivable of approximately $31.0 million, a decrease in cash used by inventory
and prepaid expenses of approximately $19.2 million, a decrease in income taxes refundable/payable of approximately $9.6 million,
a decrease in other operating cash flow of approximately $43.6 million primarily due to changes in foreign currency hedge balances,
an increase in accounts payable and accrued expense of approximately $50.7 million and an increase in net income of approximately
$21.9 million. Cash used by investing activities was $243.2 million during fiscal 2016, compared to $229.7 million in fiscal 2015,
an increase in cash used of $13.5 million, primarily due to cash paid for capital expenditures in excess of fiscal 2015. Net cash
used by financing activities was $183.9 million during fiscal 2016, compared to $139.6 million in fiscal 2015, an increase in cash
used of $44.3 million primarily due to excess payments on term loan A borrowings in fiscal 2016.
Capital expenditures of $243.5 million were made during fiscal 2016 as compared to $229.8 million in fiscal 2015, an
increase of $13.7 million, or 6.0%. The Company expects to incur approximately $239.0 million in capital expenditures in fiscal
2017. Additionally, included in the planned capital projects are costs associated with the Company's initiation of a new ERP
system. As of December 31, 2016, the Company had spent approximately $39.9 million in capital expenditures for software and
design costs related to the implementation of the Oracle E Business Suite ERP system. The expected total cash flow impact of
this project will be in the range of approximately $41.0 million to $42.0 million. These costs are expected to be financed using
cash flows from operations. Capital expenditures related to compliance with environmental regulations were $17.5 million in
fiscal 2016, $17.6 million in fiscal 2015 and $34.3 million in fiscal 2014.
Accrued Insurance and Pension Plan Obligations
Based upon the annual actuarial estimate, current accruals and claims paid during fiscal 2016, the Company has accrued
approximately $9.1 million as of December 31, 2016 that 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, 2016. 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.
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Based upon current actuarial estimates, the Company expects to make payments of approximately $1.0 million in order
to meet minimum pension funding requirements to its domestic plans in fiscal 2017. In addition, the Company expects to make
payments of approximately $3.3 million under its foreign pension plans in fiscal 2017. 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. The Company has made required and tax deductible discretionary contributions to its domestic pension plans in fiscal
2016 and fiscal 2015 of approximately $0.6 million and $0.4 million, respectively. Additionally, the Company has made required
and tax deductible discretionary contributions to its foreign pension plans in fiscal 2016 of approximately $4.7 million, as compared
to $9.2 million in contributions in fiscal 2015.
The U.S. Pension Protection Act of 2006 (“PPA”) went into effect in January 2008. The stated goal of the PPA is to
improve the funding of U.S. pension plans. U.S. plans in an under-funded status are required to increase employer contributions
to improve the funding level within PPA timelines. The impact of recent volatility in the world equity and other financial markets
have had and could continue to have a material negative impact on U.S. pension plan assets and the status of required funding
under the PPA. The Company participates in various U.S. multiemployer 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 U.S. 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 U.S. plans in which the Company currently participates could be material to the Company,
with one of these material plans certified as critical or red zone. With respect to the other U.S. multiemployer pension plans in
which the Company participates and which are not individually significant, six plans have certified as critical or red zone and one
have certified as endangered or yellow zone, as defined by the PPA. The Company has received notices of withdrawal liability
from two U.S. multiemployer pension plans in which it participated. As a result, the Company has an accrued aggregate current
liability of approximately $1.8 million representing the present value of scheduled withdrawal liability payments under these
multiemployer plans. While the Company has no ability to calculate a possible current liability for under-funded multiemployer
plans that could terminate or could require additional funding under the PPA, the amounts could be material.
DGD Joint Venture
The Company announced on January 21, 2011 that a wholly-owned subsidiary of Darling entered into a limited liability
company agreement with Valero to form the DGD Joint Venture. The DGD Joint Venture is owned 50% / 50% with Valero and
was formed to design, engineer, construct and operate the DGD Facility, which is capable of processing approximately 12,000
barrels per day of input feedstock to produce renewable diesel fuel and certain other co-products, and is located adjacent to Valero's
refinery in Norco, Louisiana. The DGD Joint Venture reached mechanical completion and began the production of renewable
diesel in late June 2013.
On May 31, 2011, the DGD Joint Venture and Diamond Green Diesel LLC, a wholly-owned subsidiary of the DGD 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
provided the DGD Joint Venture with a 14 year multiple advance term loan facility of approximately $221.3 million (the “JV
Loan”) to support the design, engineering and construction of the DGD Facility, which is now in production. 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, consisting of substantially all of the plant, property
and equipment of the DGD Facility, to the Lender, and the DGD 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.
Based on the sponsor support agreements executed in connection with the Facility Agreement and the Loan Agreement
relating to the DGD Joint Venture with Valero, the Company has contributed a total of approximately $111.7 million for the
completion of the DGD Facility including the Company's portion of cost overruns and working capital funding. As of the date of
this report, it is anticipated that substantially all contributions have been made, except for possible additional working capital
funding, which is not expected to be material to the Company if it occurs. As of December 31, 2016, under the equity method of
accounting, the Company has an investment in the DGD Joint Venture of approximately $270.7 million on the consolidated balance
sheet. Distribution of earnings to the venture partners is prohibited until certain conditions required under the DGD Joint Venture’s
Loan Agreement are satisfied, including prepayments of principal by the DGD Joint Venture upon qualifying events. In addition,
the DGD Joint Venture has no mandatory distributions to its joint venture partners. The DGD Joint Venture received $156.4
million of 2015 calendar year blenders credits from the Internal Revenue Service in April 2016. As a result, the DGD Joint Venture
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made debt payment of approximately $54.7 million, made dividend distributions to each partner in the amount of $25.0 million
and retained the remaining amount for future capital expenditures and general DGD Joint Venture purposes.
In April 2016, the Company announced the planned expansion of the DGD Facility's annual production capacity from
160 million gallons to 275 million gallons of renewable diesel. Final engineering and cost analysis for the project were completed
during the third quarter. The estimated construction costs for the project are $190 million, which is expected to be funded by DGD
Joint Venture cash flow. The DGD Joint Venture estimates completion of construction and commissioning of the project in the
second quarter of 2018. The DGD Joint Venture expects to operate at full capacity throughout the expansion phase, excluding an
estimated 15-to-30 days of normal downtime maintenance in 2017 and an estimated 40 days of necessary downtime for final tie-
ins in 2018. The planned expansion will also include expanded outbound logistics for servicing the many developing low carbon
fuel markets around North America and worldwide.
On February 23, 2015, Darling, through its wholly owned subsidiary Darling Green Energy LLC, (“Darling Green”) and
a third party Diamond Alternative Energy, LLC (“Diamond Alternative” and together with Darling Green, the “DGD Lenders”)
entered into a revolving loan agreement (the “DGD Loan Agreement”) with the DGD Joint Venture Opco. The DGD Lenders
have committed to make loans available to Opco in the total amount of $10.0 million with each lender committed to $5.0 million
of the total commitment. Any borrowings by Opco under the DGD Loan Agreement are at the applicable annum rate equal to
the sum of (a) the LIBO Rate (meaning Reuters BBA Libor Rates Page 3750) on such day plus (b) 2.50%. The DGD Loan
Agreement matures on December 31, 2017, unless extended by agreement of the parties. As of December 31, 2016, no amounts
are owed to Darling Green under the DGD Loan Agreement. The DGD Joint Venture, together with its joint venture partner,
evaluates its capital structure from time to time, including opportunities to refinance the JV Loan.
Financial Impact of Significant Debt Outstanding
The Company has a substantial amount of indebtedness, which could make it more difficult for us to satisfy our obligations
to our financial lenders and our contractual and commercial commitments, limit our ability to obtain additional financing to fund
future working capital, capital expenditures, acquisitions or other general corporate requirements on commercially reasonable
terms or at all, require us to use a substantial portion of our cash flows from operations to pay principal and interest on our
indebtedness instead of other purposes, thereby reducing the amount of our cash flows from operations available for working
capital, capital expenditures, acquisitions and other general corporate purposes, increase our vulnerability to adverse economic,
industry and business conditions, expose us to the risk of increased interest rates as certain of our borrowings are at variable rates
of interest, limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, place
us at a competitive disadvantage compared to other, less leveraged competitors, and/or increase our cost of borrowing.
Cash Flows and Liquidity Risks
Management believes that the Company’s cash flows from operating activities consistent with the level generated in
fiscal 2016, unrestricted cash and funds available under the Amended 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, 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 those factors discussed below under the heading “Forward Looking
Statements”. These factors, coupled with volatile prices for natural gas and diesel fuel, currency exchange fluctuations, general
performance of the U.S. and global economies, disturbances in world financial, credit, commodities and stock markets, and any
decline in consumer confidence, including the inability of consumers and companies to obtain credit due to lack of liquidity in
the financial markets, among others, could negatively impact the Company's results of operations in fiscal 2017 and thereafter. The
Company reviews the appropriate use of unrestricted cash periodically. Except for expenditures related to the Company's ongoing
installation activities with respect to its ERP system, 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 and joint ventures; investments
relating to the Company’s 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 legislation, regulation or mass termination of multiemployer plans; and
paying dividends or repurchasing stock, subject to limitations under the Amended Credit Agreement, the 5.375 % Notes and the
4.75% Notes, as well as suitable cash conservation to withstand adverse commodity cycles. In August 2015, the Company's Board
of Directors approved a share repurchase program of up to an aggregate of $100.0 million of the Company's Common Stock
depending on market conditions. The repurchases may be made from time to time on the open market at prevailing market prices
or in negotiated transactions off the market. Repurchases may occur over the 24 month period ending in August 2017, unless
extended or shortened by the Board of Directors. Since the inception of the share repurchase program, the Company has repurchased
approximately $10.9 million of its common stock in open market purchases and has approximately $89.1 million remaining in its
share repurchase program.
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Each of the factors described above has the potential to adversely impact the Company's 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.
Sales prices for the principal products that the Company sells are typically influenced by sales prices for agricultural-
based ingredients, 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 agricultural-based alternative ingredients prices, increases in energy prices or the impact of U.S. and foreign regulation (including,
without limitation, China), changes in foreign exchange rates, imposition of currency controls and currency devaluations 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 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, 2016 (in thousands):
Contractual obligations(a):
Long-term debt obligations (b)
Operating lease obligations (c)
Capital lease obligations (c)
Estimated interest payable (d)
Purchase commitments (e)
Pension funding obligation (f)
Other obligations
Total
Total
Less than
1 Year
1 – 3
Years
3 – 5
Years
More than
5 Years
$ 1,752,723 $
146,867
2,847
379,401
100,314
4,321
19,522
$ 2,405,995 $
4,500 $
39,481
1,527
79,723
100,314
4,321
18,818
248,684 $
15,242 $
66,688
1,176
158,003
—
—
403
241,512 $
689,141 $
26,679
144
129,878
—
—
75
845,917 $
1,043,840
14,019
—
11,797
—
—
226
1,069,882
(a) The above table does not reflect uncertain tax positions at December 31, 2016. The Company's uncertain tax position is
approximately $4.7 million.
(b) Represents debt obligations outstanding as of December 31, 2016. See Note 10 to the consolidated financial statements.
(c) See Note 9 to the consolidated financial statements.
(d) Interest payable was calculated using the current rate for the debt that was outstanding as of December 31, 2016.
(e) Purchase commitments were determined based on specified contracts for natural gas, diesel fuel and finished product
purchases.
(f) Pension funding requirements are determined annually based upon a third party actuarial estimate. The Company expects
to make approximately $4.3 million in required contributions to domestic and foreign pension plans in fiscal 2017. The
Company is not able to estimate pension funding requirements beyond the next twelve months. The accrued pension
benefit liability was approximately $54.4 million at the end of fiscal 2016. The Company knows certain of the
multiemployer 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 multiemployer 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, 2016 relate
to operating lease obligations, letters of credit, foreign bank guarantees, forward purchase agreements and employment
agreements. The Company has excluded these items from the balance sheet in accordance with U.S. GAAP.
The following table summarizes the Company’s other commercial commitments, including both on- and off-balance
sheet arrangements that are part of the Company's Amended Credit Agreement and other foreign bank guarantees that are not a
part of the Company's Amended Credit Agreement at December 31, 2016 (in thousands):
Page 65
Other commercial commitments:
Standby letters of credit
Foreign bank guarantees
Total other commercial commitments:
$
$
26,585
10,051
36,636
OFF BALANCE SHEET OBLIGATIONS
Based upon the underlying purchase agreements, the Company has commitments to purchase $100.3 million of
commodity products, consisting of approximately $88.7 million of finished and raw material products and approximately $9.8
million of natural gas and diesel fuel and approximately $1.8 million of other commitments during the next twelve months, which
are not included in liabilities on the Company’s balance sheet at December 31, 2016. 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 2017, in accordance with U.S. GAAP.
Based upon underlying lease agreements, the Company is obligated to pay approximately $39.5 million for operating
leases during fiscal 2017, which are not included in liabilities on the Company’s balance sheet at December 31, 2016. 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 U.S. GAAP.
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 of Notes to Consolidated Financial Statements.
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.
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 revenue is recognized when the products have
shipped and the customer takes ownership and assumes risk of loss. The Company recognizes revenue related to grease trap
servicing and industrial residual removal in the fiscal month the trap service or industrial residual removal occurs.
Inventories
The Company’s inventories are valued at the lower of cost or market. Finished product and work in process manufacturing
cost in the Feed Ingredients and Fuel Ingredients segments is calculated primarily 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. In the Food Ingredients segment inventory cost is primarily determined based on the weighted
average cost as the Food Ingredients products have a longer sell cycle. 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 at the balance sheet date. Estimates of market value, based upon
the backlog of unfilled sales orders or upon the Jacobsen, 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 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 $330.8
million and $344.6 million at December 31, 2016 and January 2, 2016, respectively.
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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 3 to 8
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 $212.2 million,
$186.6 million and $186.0 million in fiscal years ending December 31, 2016, January 2, 2016 and January 3, 2015, 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 finite lived
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 21 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 4 to 15 years; royalty,
consulting and leasehold agreements are amortized over the term of the agreement; and permits are amortized over a useful life
of 10 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 $77.7 million, $83.3 million and
$83.6 million in fiscal years ending December 31, 2016, January 2, 2016 and January 3, 2015, 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 2016, fiscal 2015 and fiscal 2014, no triggering event occurred
requiring that the Company perform testing of its long-lived assets for impairment.
The net book value of property, plant and equipment was approximately $1,515.6 million and $1,508.2 million at
December 31, 2016 and January 2, 2016, respectively. The net book value of intangible assets was approximately $711.9 million
and $782.3 million at December 31, 2016 and January 2, 2016, respectively.
Goodwill Valuation
The Company performed the annual goodwill and indefinite-lived intangible assets impairment assessments at October
29, 2016 and concluded that the Company's goodwill for all reporting units and all recorded indefinite-lived intangible assets were
not impaired as of that date. Goodwill and indefinite lived assets are tested 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.
Based on the Company’s annual impairment testing at October 29, 2016, October 31, 2015 and October 25, 2014, the
fair values of the Company’s reporting units containing goodwill exceeded the related carrying value. However, based on the
Company's annual impairment testing at October 29, 2016, the fair value of six of the Company's nine reporting units was less
than 30% in excess of its carrying value and one reporting unit (ERS Feed) was approximately 8% in excess of its carrying value,
with goodwill of approximately $179.4 million on this reporting unit. The Company determined the fair value of reporting units
with the assistance of a valuation expert who assisted the Company primarily using the Income Approach to determine the fair
value of the Company's reporting units. Key assumptions that impacted the discounted cash flow model were raw material volumes,
gross margins, terminal growth rates and discount rates. 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 these six reporting units could decrease in the future and
result in an impairment to goodwill. The amount of goodwill allocated to these six reporting units was approximately $694.7
million. The Company's management believes the biggest risk to these reporting units is decreasing finished product prices
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impacting gross margins and an economic slowdown that would impact raw material suppliers. Goodwill was approximately
$1,225.9 million and $1,233.1 million at December 31, 2016 and January 2, 2016, respectively.
Self Insurance, Environmental, Legal and Tax 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 self insurance, environmental, litigation
and tax matters based on estimated undiscounted future costs. With respect to the Company’s self insurance, environmental,
litigation and tax contingencies 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, 2016 and January 2, 2016, the
reserves for self insurance, environmental, litigation and tax contingencies aggregated to approximately $51.9 million and $54.6
million, respectively. The Company has insurance recovery receivables of approximately $15.9 million and $12.2 million,
respectively, related to these liabilities.
Pension Liability
The Company has retirement and pension plans covering a substantial number of its domestic and foreign employees.
Most retirement benefits to employees are provided by the Company under separate final-pay noncontributory and contributory
defined benefit pension plans for all salaried and hourly employees (excluding those employees covered by a union-sponsored
plan), who meet service and age requirements. Defined 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.
Effective January 1, 2012, the Company's Board of Directors authorized the Company to proceed with the restructuring of its
domestic retirement benefit program to include the closing of Darling's domestic salaried and hourly defined benefit plans to new
participants as well as the freezing of service and wage accruals thereunder effective December 31, 2011 (a curtailment of these
plans for financial reporting purposes) and the enhancing of benefits under the Company's domestic defined contribution plans.
The Company-sponsored domestic hourly union plan has not been curtailed; however, several locations of the Company-sponsored
domestic hourly union plan have been curtailed as a result of collective bargaining renewals for those sites. Effective on December
31, 2015, the largest foreign defined benefit plan was terminated. As a result of the terminated plan, all future accruals ceased,
representing a curtailment of the future accruals. As part of the termination, the Company's subsidiary transferred all past service
benefits and all assets in the plan to a third party insurance provider as a settlement of the plan. In place of this defined benefit
plan, future benefits are now being provided for through a multiemployer plan that will be accounted for as a defined contribution
plan. In fiscal 2016, two additional immaterial foreign defined benefit plans that were amended and terminated resulting in
curtailment and settlement gains. See Note 15 of Notes to Consolidated Financial Statements for information on the Company's
domestic and foreign 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 3.81% at December 31, 2016 and 4.13% at January 2, 2016,
respectively. The net periodic benefit cost for fiscal 2017 would increase by approximately $1.2 million if the discount rate was
0.5% lower at a weighted average of 3.31%. The net periodic benefit cost for fiscal 2017 would decrease by approximately $1.1
million if the discount rate was 0.5% higher at a weighted average of 4.31%.
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 6.52% and 6.62% for fiscal 2016
and fiscal 2015, respectively. During fiscal 2016, the Company’s actual return on pension plan assets was a gain of $10.1 million
or approximately 7.9% of pension plan assets as compared to fiscal 2015 where the Company’s actual return on pension plan
assets was a loss of $17.9 million or approximately (5.4)% of pension plan assets.
The Company has recorded a net pension liability of approximately $54.4 million and $54.3 million at December 31,
2016 and January 2, 2016, respectively. The Company’s net pension cost was approximately $5.2 million, $6.4 million and $6.1
Page 68
million for the fiscal years ending December 31, 2016, January 2, 2016 and January 3, 2015, respectively. The projected net
periodic pension expense for fiscal 2017 is expected to increase by approximately $2.0 million as compared to fiscal 2016.
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 reporting
and tax recognition of revenue and expense. Valuation allowances for deferred tax assets are recorded when it is more likely than
not that deferred tax assets will not be realized. The Company records the provision for uncertain tax positions only if it is more
likely than not that the tax position will not be sustained upon examination by the relevant taxing authority.
NEW ACCOUNTING PRONOUNCEMENTS
In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
No. 2017-04 Simplifying the Test for Goodwill Impairment. This ASU amends Topic 350, Intangibles-Goodwill and Other, which
will simplify the goodwill impairment calculation by eliminating Step 2 from the current goodwill impairment test. Under the
new guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting
unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount
exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to
that reporting unit. The ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating
the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of the assets and liabilities
as if that reporting unit had been acquired in a business combination. This ASU is effective for fiscal years beginning after
December 15, 2019 and interim periods within those fiscal years. The Company is currently evaluating the impact of this standard.
In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business. This ASU amends Topic
805, Business Combinations, which narrows the existing definition of a business and provides a framework for evaluating whether
a transaction should be accounted for as an acquisition (or disposal) of assets or a business. This ASU requires an entity to evaluate
if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar
identifiable assets; if so, the set of transferred assets and activities (collectively, the set) is not a business. In order to be considered
a business, the set would need to include an input and a substantive process that together significantly contribute to the ability to
create outputs. This ASU is effective for fiscal year beginning after December 15, 2017 and interim periods within those fiscal
years. The Company is currently evaluating the impact of this standard.
In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash. This ASU amends Topic 230, Statement of
Cash Flows, which includes new guidance on the classification and presentation of restricted cash in the statement of cash flows
in order to eliminate the discrepancies that currently exist in how companies present these changes. This ASU requires restricted
cash to be included with cash and cash equivalents when explaining the changes in cash in the statement of cash flows. This ASU
is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company is
currently evaluating the impact of this standard.
In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. This
ASU amends Topic 230, Statement of Cash Flows, which is intended to reduce the existing diversity in practice for classifying
various types of cash flows including debt extinguishment costs, zero-coupon debt, contingent consideration related to business
combinations, insurance proceeds, equity method distributions and beneficial interest in securitizations. This ASU is effective for
fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company is currently evaluating
the impact of this standard.
In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. This
ASU amends Topic 718, Compensation - Stock Compensation, which simplifies several aspects of the accounting for share-based
payments, including immediate recognition of all excess tax benefits and deficiencies in the income statement, changing the
threshold to qualify for equity classification up to the employee' maximum statutory tax rates, allowing an entity-wide accounting
policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur, and
clarifying the classification on the statement of cash flows for the excess tax benefit and employee taxes paid when an employer
withholds shares for tax-withholding purposes. Early adoption is permitted for any entity in any interim or annual period. If an
entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year
that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The
ASU is effective January 1, 2017. The initial adoption of this ASU is not expected to have a material impact on the Company's
consolidated financial statements.
Page 69
In March 2016, the FASB issued ASU No. 2016-07, Simplifying the Transition to the Equity Method of Accounting.
This ASU amends Topic 323, Investments - Equity Method and Joint Venture, which eliminates the requirements to retrospectively
apply equity method accounting when an entity increases ownership or influence in a previously held investment. The ASU is
effective for fiscal years beginning after December 15, 2016 and for interim periods therein. The adoption of this standard will
not have a material impact on the Company's consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (topic 842). Under the new ASU, lessees will be required
to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability,
which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use
asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under
the new guidance lessor accounting is largely unchanged. The new lease guidance simplified the accounting for sale and leaseback
transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees (for capital and operating leases)
and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for
leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The
modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative
period presented. This ASU is effective for public companies for fiscal years beginning after December 15, 2018, including interim
periods within those fiscal years, with early adoption permitted. The Company is assessing the impact of this new standard,
specifically on its consolidated balance sheets, and does not expect adoption to significantly change the recognition, measurement
or presentation of lease expense within the consolidated statements of operations or cash flows.
In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. This ASU amends Topic
330, Inventory. The ASU simplifies the measurement of inventory by requiring certain inventory to be measured at the lower of
cost and net realizable value. The ASU is effective for financial statements issued for fiscal years beginning after December 15,
2016 and for interim periods therein. The adoption of this standard will not have a material impact on the Company's consolidated
financial statements.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which will
supersede nearly all existing revenue recognition guidance under GAAP. The new ASU introduces a new five-step revenue
recognition model in which an entity should recognize revenue to depict the transfer of promised goods or services to customers
in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In
addition, this ASU requires disclosures sufficient to enable the users to understand the nature, amount, timing, and uncertainty of
revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts
with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract.
In July 2015, the FASB deferred the elective date of the standard by one year. This ASU allows for either full retrospective or
modified retrospective adoption and will become effective for the Company for the fiscal years beginning after December 15,
2017. The Company has substantially completed its assessment of this ASU to identify any potential changes in the amount and
timing of revenue recognition for its current contracts and the expected impact on the Company's business processes, systems and
controls. Based on this initial assessment, except for possible income statement reclassifications, the Company does not expect
the adoption of ASU No. 2014-09 to have a material impact on the Company's operations, cash flows and financial position. The
Company is currently evaluating ASU No. 2014-09 to determine the transition method to utilize at adoption and any additional
disclosures required.
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 this report,
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
and the Company's financial position and the Company's use of cash 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: existing and unknown future limitations on the ability of the Company's direct and
indirect subsidiaries to make their cash flow available to the Company for payments on the Company's indebtedness or other
Page 70
purposes; global demands for bio-fuels and grain and oilseed commodities, which have exhibited volatility, and can impact the
cost of feed for cattle, hogs and poultry, thus affecting available rendering feedstock and selling prices for the Company’s products;
reductions in raw material volumes available to the Company due to weak margins in the meat production industry as a result of
higher feed costs, reduced consumer demand or other factors, reduced volume from food service establishments, or otherwise;
reduced demand for animal feed; reduced finished product prices, including a decline in fat and used cooking oil finished product
prices; changes to worldwide government policies relating to renewable fuels and GHG emissions that adversely affect programs
like the U.S. government's renewable fuel standard, low carbon fuel standards (“LCFS”) and tax credits for biofuels both in the
Unites States 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 including, but not limited to H5N1 flu, BSE, PED or other diseases associated
with animal origin in the United States or elsewhere; unanticipated costs and/or reductions in raw material volumes related to the
Company’s compliance with the existing or unforeseen new U.S. or foreign (including, without limitation, China) regulations
(including new or modified animal feed, Bird Flu, PED or BSE or similar or unanticipated regulations) affecting the industries in
which the Company operates or its value added products; risks associated with the DGD Joint Venture, including possible
unanticipated operating disruptions and issues relating to the announced expansion project; difficulties or a significant disruption
in our information systems or failure to implement new systems and software successfully, including our ongoing enterprise
resource planning project; risks relating to possible third party claims of intellectual property infringement; increased contributions
to the Company’s pension and benefit plans, including multiemployer and employer-sponsored defined benefit pension plans as
required by legislation, regulation or other applicable U.S. or foreign law or resulting from a U.S. mass withdrawal event; bad
debt write-offs; loss of or failure to obtain necessary permits and registrations; continued or escalated conflict in the Middle East,
North Korea, Ukraine or elsewhere; uncertainty regarding the exit of the U.K. from the European Union; and/or unfavorable export
or import markets. These factors, coupled with volatile prices for natural gas and diesel fuel, climate conditions, currency exchange
fluctuations, general performance of the U.S. and global economies, disturbances in world financial, credit, commodities and stock
markets, and any decline in consumer confidence and discretionary spending, including the inability of consumers and companies
to obtain credit due to lack of liquidity in the financial markets, among others, could negatively impact the Company's results of
operations. 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's announced share
repurchase program may be suspended or discontinued at any time and purchases of shares under the program are subject to market
conditions and other factors, which are likely to change from time to time. 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 include exposures to changes in prices of the finished products the Company sells,
interest rates on debt, availability of raw material supplies 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. Additionally, with acquisition of foreign entities we are exposed to foreign
currency exchange risks, imposition of currency controls and the possibility of currency devaluation.
The Company makes limited use of derivative instruments to manage cash flow risks related to natural gas usage, diesel
fuel usage, inventory, forecasted sales and foreign currency exchange rates. The Company does not use derivative instruments
for trading purposes. Natural gas swaps and options are entered into with the intent of managing the overall cost of natural gas
usage by reducing the potential impact of seasonal weather demands on natural gas that increases natural gas prices. Heating oil
swaps and options are entered into with the intent of managing the overall cost of diesel fuel usage by reducing the potential impact
of seasonal weather demands on diesel fuel that increases diesel fuel prices. Corn options and future contracts are entered into
with the intent of managing U.S. forecasted sales of BBP by reducing the impact of changing prices. Foreign currency forward
contracts are entered into to mitigate the foreign exchange rate risk for transactions designated in a currency other than the local
functional currency. 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, 2016, the Company had corn option contracts outstanding that qualified and were designated for
hedge accounting as well as corn option contracts and foreign currency forward contracts that did not qualify and were not
designated for hedge accounting.
In fiscal 2015 and fiscal 2016, the Company entered into corn option contracts that are considered cash flow hedges.
Under the terms of the corn option contracts, the Company hedged a portion of its U.S. forecasted sales of BBP into the fourth
quarter of fiscal 2017. As of December 31, 2016, the aggregate fair value of these corn option contracts was $4.2 million and is
Page 71
included in other current assets on the balance sheet, with an offset recorded in accumulated other comprehensive income for the
effective portion. From time to time, the Company may enter into corn option contracts in the future. Gains and losses arising
from open and closed portions of these contracts may have a significant impact on the Company's income if there is significant
volatility in the price of corn.
As of December 31, 2016, the Company had the following outstanding forward contracts that were entered into to hedge
the future payments of intercompany notes, foreign currency transactions in currencies other than the functional currency and
forecasted transactions in currencies other than the functional currency. All of these transactions are currently not designated for
hedge accounting. (in thousands):
Amount
Functional Currency
Type
Brazilian real
Brazilian real
Euro
Euro
Euro
Euro
Euro
Euro
Polish zloty
Japanese yen
28,304
66,273
150,394
10,444
4,295
34,337
11,563
1,405
19,111
14,423
Contract Currency
Type
Amount
Euro
U.S. dollar
U.S. dollar
Polish zloty
Japanese yen
Chinese renminbi
Australian dollar
British pound
Euro
U.S. dollar
7,270
18,900
166,377
47,000
505,320
254,639
16,700
1,200
4,312
135
Range of
Hedge rates
3.46 - 4.41
3.21 - 3.92
1.05 - 1.13
4.42 - 4.51
114.37 - 122.50
7.42
1.44
.085
4.31 - 4.52
106.54 - 107.13
$
$
U.S.
Equivalent
8,695
18,900
166,377
11,029
4,536
36,260
12,211
1,484
4,562
135
264,189
The above foreign currency contracts mature within one year and include hedges on approximately $150.0 million of
intercompany notes. The above foreign currency contracts had an aggregate fair value of approximately $8.3 million and are
included in other current assets and accrued expenses at December 31, 2016.
Additionally, the Company had corn options contracts that are marked to market because they did not qualify for hedge
accounting at December 31, 2016. These contracts have an aggregate fair value of less than $0.1 million and are included in
current other assets and accrued expenses at December 31, 2016.
As of December 31, 2016, the Company had forward purchase agreements in place for purchases of approximately $9.8
million of natural gas and diesel fuel and approximately $1.8 million of other commitments in fiscal 2016. As of December 31,
2016, the Company had forward purchase agreements in place for purchases of approximately $88.7 million of finished product
in fiscal 2017 and years beyond.
Interest Rate Sensitivity
At December 31, 2016, the Company's fixed rate debt obligations consist of the 5.375% Notes, the 4.75% Notes and other
immaterial debt that accrue interest at an annual weighted average fixed rate of approximately 5.05%. As of December 31, 2016,
the Company has long-term debt of approximately $0.7 billion subject to variable interest rates under the Company's Senior
Secured Credit Facilities. 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 annual interest expense by approximately $7.1 million.
Foreign Exchange
The Company has significant international operations and is subject to certain opportunities and risks, including currency
fluctuations. As a result, the Company is affected by changes in foreign currency exchange rates, particularly with respect to the
euro, British pound, Canadian dollar, Australian dollar, Chinese renminbi, Brazilian real, Japanese yen and the Argentine peso.
Page 72
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, 2016 and January 2, 2016
Consolidated Statements of Operations -
Three years ended December 31, 2016
Consolidated Statements of Comprehensive Income -
Three years ended December 31, 2016
Consolidated Statements of Stockholders’ Equity -
Three years ended December 31, 2016
Consolidated Statements of Cash Flows -
Three years ended December 31, 2016
Notes to Consolidated Financial Statements
Page
74
75
77
78
79
80
81
82
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 73
DARLING INGREDIENTS INC. AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Darling Ingredients Inc.:
We have audited the accompanying consolidated balance sheets of Darling Ingredients Inc. and subsidiaries (the Company) as of
December 31, 2016 and January 2, 2016, and the related consolidated statements of operations, comprehensive income/(loss),
period ended December 31, 2016. These consolidated
stockholders’ equity, and cash flows for each of the years in the
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 Ingredients Inc. and subsidiaries as of December 31, 2016 and January 2, 2016, and the results of their operations and
period ended December 31, 2016, in conformity with U.S. generally accepted
their cash flows for each of the years in the
accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
Darling Ingredients Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2016, based on criteria
established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO), and our report dated February 28, 2017 expressed an unqualified opinion on the effectiveness
of the Company’s internal control over financial reporting.
Dallas, Texas
February 28, 2017
/s/ KPMG LLP
Page 74
DARLING INGREDIENTS INC. AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Darling Ingredients Inc.:
We have audited Darling Ingredients Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December
31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). The Company’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 Ingredients Inc. and subsidiaries maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Page 75
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Darling Ingredients Inc. and subsidiaries as of December 31, 2016 and January 2, 2016, and the
related consolidated statements of operations, comprehensive income/(loss), stockholders’ equity, and cash flows for each of the
years in the three-year period ended December 31, 2016, and our report dated February 28, 2017 expressed an unqualified opinion
on those consolidated financial statements.
Dallas, Texas
February 28, 2017
/s/ KPMG LLP
Page 76
DARLING INGREDIENTS INC. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2016 and January 2, 2016
(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 $8,090
at December 31, 2016 and $9,732 at January 2, 2016
Inventories
Prepaid expenses
Income taxes refundable
Other current assets
Total current assets
Property, plant and equipment, net
Intangible assets, less accumulated amortization of $301,187
at December 31, 2016 and $252,719 at January 2, 2016
Goodwill
Investment in unconsolidated subsidiaries
Other assets
Deferred income taxes
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt
Accounts payable, principally trade
Income taxes payable
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; 250,000,000 shares authorized, 167,641,415
and 167,070,983 shares issued at December 31, 2016 and January 2, 2016,
respectively
Additional paid-in capital
Treasury stock, at cost; 3,028,857 and 2,335,607 shares at
December 31, 2016 and January 2, 2016, respectively
Accumulated other comprehensive loss
Retained earnings
Total Darling's stockholders’ equity
Noncontrolling interests
Total stockholders’ equity
December 31,
2016
January 2,
2016
$
114,564
293
$
388,397
330,815
29,984
7,479
21,770
893,302
156,884
331
371,392
344,583
36,175
11,963
10,460
931,788
1,515,575
1,508,167
711,927
1,225,893
292,717
43,613
14,990
4,698,017
23,247
180,895
4,913
242,796
451,851
1,727,696
96,114
346,134
2,621,795
1,676
1,499,431
(40,909)
(340,006)
852,802
1,972,994
103,228
2,076,222
4,698,017
$
$
$
782,349
1,233,102
247,238
41,623
16,352
4,760,619
45,166
149,998
6,679
239,825
441,668
1,885,851
97,809
360,681
2,786,009
1,671
1,488,783
(34,316)
(335,918)
750,489
1,870,709
103,901
1,974,610
4,760,619
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
Page 77
DARLING INGREDIENTS INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Three years ended December 31, 2016
(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 and integration costs
Total costs and expenses
Operating income
Other expense:
Interest expense
Foreign currency losses
Other income/(expense), net
Total other expense
Equity in net income of unconsolidated subsidiaries
Income from operations before income taxes
Income taxes
Net income
December 31,
2016
3,398,115
$
January 2,
2016
3,397,446
$
January 3,
2015
3,956,443
$
2,641,734
314,005
289,908
401
3,246,048
152,067
(94,187)
(1,854)
(3,866)
(99,907)
70,379
122,539
2,654,025
322,574
269,904
8,299
3,254,802
142,644
(105,530)
(4,911)
(6,839)
(117,280)
73,416
98,780
3,123,171
374,580
269,517
24,667
3,791,935
164,508
(135,416)
(13,548)
299
(148,665)
65,609
81,452
15,315
13,501
13,141
107,224
85,279
68,311
Net income attributable to noncontrolling interests
(4,911)
(6,748)
(4,096)
Net income attributable to Darling
Net income per share:
Basic
Diluted
$
$
$
102,313
$
78,531
$
64,215
0.62
0.62
$
$
0.48
0.48
$
$
0.39
0.39
The accompanying notes are an integral part of these consolidated financial statements.
Page 78
DARLING INGREDIENTS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
Three years ended December 31, 2016
(in thousands)
Net income
Other comprehensive income/(loss), net of tax:
Foreign currency translation
Pension adjustments
Natural gas swap derivative adjustments
Corn option derivative adjustments
Total other comprehensive loss, net of tax
Total comprehensive income/(loss)
Comprehensive income attributable to noncontrolling
interests
Comprehensive income/(loss) attributable to Darling
$
December 31,
2016
January 2,
2016
January 3,
2015
$
107,224
$
85,279
$
68,311
(5,593)
(1,016)
—
625
(5,984)
101,240
(162,436)
4,202
—
1,767
(156,467)
(71,188)
(119,684)
(20,381)
(113)
(1,259)
(141,437)
(73,126)
3,015
98,225
$
9,139
(80,327) $
10,296
(83,422)
The accompanying notes are an integral part of these consolidated financial statements.
Page 79
DARLING INGREDIENTS INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity
Three years ended December 31, 2016
(in thousands, except share data)
Common Stock
Number of
Outstanding
Shares
$.01
par
Value
Additional
Paid-In
Capital
Treasury
Stock
Accumulated
Other
Comprehensive
Loss
Stockholders'
equity
attributable
to Darling
Retained
Earnings
Non-
controlling
Interest
Total
Stockholders'
Equity
164,267,425 $ 1,653 $ 1,454,250 $ (13,271) $
(29,423) $ 607,743 $
2,020,952 $
— $
2,020,952
—
64,215
—
64,215
90,919
4,096
90,919
68,311
—
—
—
—
—
—
—
—
209,827
—
—
(507,552)
742,963
—
—
—
—
—
—
—
—
2
—
—
—
7
—
—
—
—
—
—
—
—
4,369
9,993
2,420
—
8,605
—
—
—
—
—
—
—
—
—
—
—
(9,936)
—
—
—
—
—
(20,381)
(113)
(1,259)
(125,884)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
164,712,663 $ 1,662 $ 1,479,637 $ (23,207) $
(177,060) $ 671,958 $
—
—
—
—
—
—
261,615
—
—
(834,477)
595,575
—
—
—
—
—
—
3
—
—
—
6
—
—
—
—
—
—
3,788
2,083
(389)
—
—
—
—
—
—
—
—
—
— (11,109)
—
3,664
—
—
—
4,202
1,767
(164,827)
—
—
—
—
—
78,531
—
—
—
—
—
—
—
—
—
—
164,735,376 $ 1,671 $ 1,488,783 $ (34,316) $
(335,918) $ 750,489 $
—
—
—
—
—
341,185
—
—
(693,250)
229,247
—
—
—
—
—
3
—
—
—
2
—
—
—
—
—
4,128
4,081
(364)
—
2,803
—
—
—
—
—
—
—
—
(6,593)
—
— 102,313
—
(1,016)
625
(3,697)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
164,612,558 $ 1,676 $ 1,499,431 $ (40,909) $
(340,006) $ 852,802 $
—
—
(4,272)
(4,272)
1,201
1,201
(20,381)
(113)
(1,259)
—
—
—
(20,381)
(113)
(1,259)
(125,884)
6,200
(119,684)
4,371
9,993
2,420
—
—
—
4,371
9,993
2,420
(9,936)
8,612
1,952,990 $
78,531
—
—
98,144 $
6,748
(9,936)
8,612
2,051,134
85,279
—
—
4,202
1,767
(3,295)
(3,295)
(87)
—
—
(87)
4,202
1,767
(164,827)
2,391
(162,436)
3,791
2,083
(389)
(11,109)
3,670
1,870,709 $
102,313
—
—
—
—
—
103,901 $
4,911
—
(3,688)
(1,016)
625
—
—
(3,697)
(1,896)
4,131
4,081
(364)
(6,593)
2,805
1,972,994 $
—
—
—
—
—
103,228 $
3,791
2,083
(389)
(11,109)
3,670
1,974,610
107,224
(3,688)
(1,016)
625
(5,593)
4,131
4,081
(364)
(6,593)
2,805
2,076,222
Balances at December 28, 2013
Acquisition of noncontrolling
interests
Net income
Distribution of noncontrolling
interest earnings
Additions to noncontrolling
interests
Pension liability adjustments,
net of tax
Natural gas swap derivative
adjustment, net of tax
Corn option derivative
adjustment, net of tax
Foreign currency translation
adjustments
Issuance of non-vested stock
Stock-based compensation
Tax benefits associated with
stock-based compensation
Treasury stock
Issuance of common stock
Balances at January 3, 2015
Net income
Distribution of noncontrolling
interest earnings
Deductions to noncontrolling
interests
Pension liability adjustments,
net of tax
Corn option derivative
adjustment, net of tax
Foreign currency translation
adjustments
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, 2016
Net income
Distribution of noncontrolling
interest earnings
Pension liability adjustments,
net of tax
Corn option derivative
adjustment, net of tax
Foreign currency translation
adjustments
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, 2016
The accompanying notes are an integral part of these consolidated financial statements.
Page 80
DARLING INGREDIENTS INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Three years ended December 31, 2016
(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
Gain on insurance proceeds from insurance settlement
Increase/(decrease) in long-term pension liability
Stock-based compensation expense
Write-off deferred loan costs
Deferred loan cost amortization
Equity in net income of unconsolidated subsidiary
Distributions of earnings from unconsolidated subsidiaries
Changes in operating assets and liabilities, net
of effects from acquisitions:
Accounts receivable
Income taxes refundable/payable
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
Gross proceeds from sale of property, plant and equipment and other assets
Proceeds from insurance settlement
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
Net cash overdraft financing
Deferred loan costs
Issuance of common stock
Repurchase of common stock
Minimum withholding taxes paid on stock awards
Excess tax benefit from stock-based compensation
Addition/(deductions) of noncontrolling interest
Distributions to noncontrolling interests
Net cash provided/(used) in financing activities
Effect of exchange rate changes on cash flows
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:
Accrued capital expenditures
Cash paid during the year for:
Interest, net of capitalized interest
Income taxes, net of refunds
Non-cash financing activities
Debt issued for service contract assets
Contribution of assets to unconsolidated subsidiary
December 31,
2016
January 2,
2016
January 3,
2015
$
107,224
$
85,279
$
68,311
289,908
(11,532)
1,744
(356)
(430)
10,330
528
11,171
(70,379)
26,317
(22,796)
2,839
15,343
39,286
(8,161)
391,036
(243,523)
(8,511)
7,329
1,537
(23)
(243,191)
36,327
(204,428)
99,276
(104,028)
1,071
(3,879)
188
(5,000)
(1,843)
—
—
(1,552)
(183,868)
(6,297)
(42,320)
156,884
114,564
(937)
82,094
23,220
10
2,674
$
$
$
$
$
$
269,904
7,807
1,311
(561)
(4,811)
8,995
10,633
10,155
(73,416)
26,589
8,214
12,377
34,536
(11,449)
35,396
420,959
(229,848)
(377)
3,840
561
(3,845)
(229,669)
590,745
(609,255)
78,244
(166,755)
(1,261)
(17,310)
171
(5,912)
(4,874)
—
(87)
(3,295)
(139,589)
(3,601)
48,100
108,784
156,884
5,325
78,979
(3,035)
$
$
$
$
2,591
$
— $
269,517
(21,216)
(2,437)
(1,550)
9,593
20,807
4,330
9,949
(65,609)
—
982
(22,451)
(11,194)
(31,223)
47,363
275,172
(228,918)
(2,094,400)
9,262
1,550
(11,288)
(2,323,794)
1,842,184
(333,762)
170,143
(351,589)
4,077
(45,223)
416
—
(10,026)
2,420
1,201
(4,272)
1,275,569
10,980
(762,073)
870,857
108,784
1,340
104,834
28,315
—
—
$
$
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
Page 81
DARLING INGREDIENTS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1. GENERAL
(a)
NATURE OF OPERATIONS
Darling Ingredients Inc., a Delaware corporation (“Darling”, and together with its subsidiaries, the “Company”), is a
global developer and producer of sustainable natural ingredients from edible and inedible bio-nutrients, creating a
wide range of ingredients and customized specialty solutions for customers in the pharmaceutical, food, pet food,
feed, industrial, fuel, bioenergy and fertilizer industries. As further discussed in Note 2, on January 7, 2014, the
Company acquired the VION Ingredients business division (“VION Ingredients”) of VION Holding, N.V., a Dutch
limited liability company (“VION”), by purchasing all of the shares of VION Ingredients International (Holding)
B.V., and VION Ingredients Germany GmbH, and 60% of Best Hides GmbH (collectively, the “VION Companies”),
pursuant to a Sale and Purchase Agreement dated October 5, 2013, as amended, between Darling and VION (the
“VION Acquisition”). The VION Ingredients business is now conducted under the name Darling Ingredients
International. The Company’s business operations is conducted through a global network of over 200 locations across
five continents within three business segments, Feed Ingredients, Food Ingredients and Fuel Ingredients. Comparative
segment revenues and related financial information are presented in Note 20 to the consolidated financial statements.
(b)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(1) Basis of Presentation
The consolidated financial statements include the accounts of Darling and its consolidated subsidiaries.
Noncontrolling interests represents the outstanding ownership interest in the Company's consolidated
subsidiaries that are not owned by the Company. In the accompanying Consolidated Statements of Operations,
the noncontrolling interest in net income/(loss) of the consolidated subsidiaries is shown as an allocation of the
Company's net income and is presented separately as “Net income/(loss) attributable to noncontrolling interests”.
In the Company's Consolidated Balance Sheets, noncontrolling interests represents the ownership interests in
the Company consolidated subsidiaries' net assets held by parties other than the Company. These ownership
interests are presented separately as “Noncontrolling interests” within “Stockholders' Equity.” All 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, 2016, the 52 weeks
ended January 2, 2016, and the 53 weeks ended January 3, 2015.
(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. Cash balances are recorded net of book overdrafts when a bank right-of-offset exists.
All other book overdrafts are recorded in accounts payable and the change in the related balance is reflected in
operating activities on the Consolidated Statement of Cash Flows. In addition, the Company has bank overdrafts,
which are considered a form of short-term financing with changes in the related balance reflected in financing
activities in the Consolidated Statement of Cash Flows.
(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
Page 82
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
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.
(5) Inventories
Inventories are stated at the lower of cost or market. Cost is primarily determined using the first-in, first-out
(FIFO) method for the Feed Ingredients and Fuel Ingredients segments. In the Food Ingredients segment cost
is primarily determined based on the weighted average cost.
(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, 3 to 8 years; and 4) Aircraft, 7 to 10 years.
Maintenance and repairs are charged to expense as incurred and expenditures for major renewals and
improvements are capitalized.
Intangible Assets
Intangible assets with indefinite lives, and therefore, not subject to amortization, consist of trade names acquired
in the acquisition of Griffin Industries Inc. on December 17, 2010 (which was subsequently converted to a
limited liability company) and its subsidiaries (“Griffin”) and trade names acquired in the VION
Acquisition. 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 , land use rights and leasehold agreements. Amortization expense is
calculated using the straight-line method over the estimated useful lives of the assets ranging from: 5 to 21
years for collection routes; 10 to 20 years for permits; 3 to 7 years for non-compete covenants; and 4 to 15 years
for trade names. Royalty, consulting, land use rights 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 for which the carrying amount of the asset
exceeds the fair value of the asset. In fiscal 2016, 2015 and 2014 no such events occurred requiring that the
Company perform testing of its long-lived assets for impairment.
(8) Goodwill
The Company performed the annual goodwill and indefinite-lived intangible assets impairment assessments at
October 29, 2016 and concluded that the Company's goodwill for all reporting units and all recorded indefinite-
lived intangible assets were not impaired as of that date. Goodwill and indefinite lived assets are tested 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
Page 83
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
combination. The amount of impairment for goodwill is measured as the excess of its carrying value over its
implied fair value.
In fiscal 2016, 2015 and 2014, the fair values of the Company’s reporting units containing goodwill exceeded
the related carrying values. Goodwill was approximately $1,225.9 million and $1,233.1 million at December 31,
2016 and January 2, 2016, respectively. See Note 6 for further information on the Company’s goodwill.
(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 taxable income in future years.
The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax
position will be sustained upon examination by the relevant taxing authority. Adjustments are made to the
reserves for uncertain tax positions when facts and circumstances change or additional information is available.
Judgment is required to assess the impact of ongoing audits conducted by tax authorities in determining the
Company’s consolidated income tax provision. The Company recognizes accrued interest and penalties on tax
related matters as a component of income tax expense.
(11) Earnings per Share
Basic income per common share is computed by dividing net income attributable to Darling by the weighted
average number of common shares including non-vested and restricted shares with participation rights
outstanding during the period. Diluted income per common share is computed by dividing net income
attributable to Darling by the weighted average number of common shares outstanding during the period increased
by dilutive common equivalent shares determined using the treasury stock method.
Page 84
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Net Income per Common Share (in thousands, except per share data)
December 31,
2016
January 2,
2016
January 3,
2015
Income
Shares
Per-
Share
Income
Shares
Per-
Share
Income
Shares
Per-
Share
Basic:
Net income attributable to Darling
$ 102,313
164,600
$ 0.62
$ 78,531
165,031
$ 0.48
$ 64,215
164,627
$ 0.39
Diluted:
Effect of dilutive securities
Add: Option shares in the money and
dilutive effect of nonvested stock
Less: Pro-forma treasury shares
Diluted:
—
—
1,329
(717)
—
—
—
—
168
(80)
—
—
—
—
806
(374)
—
—
Net income attributable to Darling
$ 102,313
165,212
$ 0.62
$ 78,531
165,119
$ 0.48
$ 64,215
165,059
$ 0.39
For fiscal 2016, 2015 and 2014, respectively, 1,148,707, 790,092 and 319,240 outstanding stock options were
excluded from diluted income per common share as the effect was antidilutive. For fiscal 2016, 2015 and 2014,
respectively, 758,557, 587,961 and 751,444 non-vested stock were excluded from diluted income per common
share as the effect was antidilutive.
(12) Stock Based Compensation
The Company recognizes compensation expense ratably over the vesting period in an amount equal to the fair
value of the share-based payments (e.g., stock options and non-vested and restricted stock) granted to employees
and non-employee directors or by incurring liabilities to an employee or other supplier (a) in amounts based, at
least in part, on the price of the entity’s shares or other equity instruments, or (b) that require or may require
settlement by issuing the entity’s equity shares or other equity instruments.
Total stock-based compensation recognized in the statement of operations for the years ended December 31,
2016, January 2, 2016 and January 3, 2015 was approximately $10.3 million, $9.0 million and $20.9 million,
respectively, which is included in selling, general and administrative expenses, and the related income tax benefit
recognized was approximately $3.4 million, $3.3 million and $5.9 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 expense are reported as a financing cash
flow when recognized as current income tax benefit or as an operating cash flow when recognized as current
income tax expense. For the year ended December 31, 2016 and January 2, 2016, the Company recognized $0.4
million, respectively of such tax expense as a decrease in operating cash flow. For the year ended January 3,
2015, the Company recognized $2.4 million income tax benefit as an increase 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.
Page 85
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
(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. The Company's 5.375% Senior Notes
due 2022, 4.75% Senior Notes due 2022, term loans and revolver borrowings outstanding at December 31, 2016,
as described in Note 10 have a fair value based on market valuation from a third-party banks. The carrying
amount for the Company’s other debt is not deemed to be significantly different than the carrying value. See
Note 17 for financial instruments' fair values.
(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, inventory, forecasted sales and foreign currency exchange rates. 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 and options are entered into with the intent of managing the
overall cost of diesel fuel usage by reducing the potential impact of seasonal weather demands on diesel fuel
that increases diesel fuel prices. Corn options and future contracts are entered into with the intent of managing
forecasted sales of BBP by reducing the impact of changing prices. Foreign currency forward contracts are
entered into to mitigate the foreign exchange rate risk for transactions designated in a currency other than the
local functional currency.
Entities are required to report all derivative instruments in the statement of financial position at fair value. The
accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it
has been designated and qualifies as part of a hedging relationship and, if so, on the reason for holding the
instrument. If certain conditions are met, entities may elect to designate a derivative instrument as a hedge of
exposures to changes in fair value, cash flows or foreign currencies. If the hedged exposure is a cash flow
exposure, the 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. Hedge accounting
treatment ceases if or when the hedge transaction is no longer probable of occurring or the hedge relationship
correlation no longer qualifies for hedge accounting.
At December 31, 2016, the Company had corn options outstanding that qualified and were designated for hedge
accounting as well as corn options and foreign currency forward contracts that did not qualify and were not
designated for hedge accounting.
(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
revenue is recognized when the products have shipped and the customer takes ownership and assumes risk of
loss. The Company recognizes revenue related to grease trap servicing and industrial residual removal in the
fiscal month the trap service or industrial residual removal occurs.
(17) Related Party Transactions
The Company announced in January 2011 that a wholly-owned subsidiary of Darling entered into a limited
liability company agreement with a wholly-owned subsidiary of Valero Energy Corporation (“Valero”) to form
Diamond Green Diesel Holdings LLC (the “DGD Joint Venture”). The Company has related party sale
transactions and loan transactions with the DGD Joint Venture. See Note 22 for further information on the
Company's related party transactions.
Page 86
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
(18) Foreign Currency Translation and Remeasurement
Foreign currency translation is included as a component of accumulated other comprehensive income and reflects
the adjustments resulting from translating the foreign currency denominated financial statements of foreign
subsidiaries into U.S. dollars. The functional currency of the Company's foreign subsidiaries is the currency of
the primary economic environment in which the entity operates, which is generally the local currency of the
country. Accordingly, assets and liabilities of the foreign subsidiaries are translated into U.S. dollars at fiscal
year end exchange rates, including intercompany foreign currency transactions that are of long-term investment
nature. Income and expense items are translated at average exchange rates occurring during the period. Changes
in exchange rates that affect cash flows and the related receivables or payables are recognized as transaction
gains and losses in determining net income. The Company incurred net foreign currency translation losses of
approximately $3.7 million, $164.8 million and $125.9 million in fiscal 2016, fiscal 2015 and fiscal 2014,
respectively.
(19) Reclassification
Certain prior year amounts have been reclassified to conform to the current year presentation.
(20) Subsequent Events
The Company evaluates subsequent events from the end of the most recent fiscal year through the date the
consolidated financial statements are issued.
NOTE 2. ACQUISITIONS
On January 7, 2014, the Company acquired the VION Ingredients business division from VION purchasing shares
of the VION Companies as described in Note1, pursuant to a Sale and Purchase Agreement dated October 5, 2013,
as amended, between Darling and VION. The VION Ingredients business is now conducted under the name Darling
Ingredients International. Darling Ingredients International is a worldwide leader in the development and production
of specialty ingredients from animal by-products for applications in pharmaceuticals, food, pet food, feed, fuel,
bioenergy and fertilizer. On January 7, 2014, Darling Ingredients International operated a global network of production
facilities across five continents covering all aspects of animal by-product processing through six brands: Rendac
(bioenergy), Sonac (bone products, proteins, fats, edible fats and plasma products), Ecoson (bioenergy), Rousselot
(gelatin and collagen hydrolysates), CTH (natural casings) and Best Hides (hides and skins). The purchase of the
VION Companies allows the Company to have a global reach. The purchase price for the transaction was approximately
€1.6 billion in cash (approximately $2.2 billion at the exchange rate of €1.00:USD$1.3605 ). The purchase price was
financed through (i) borrowings under the Company’s senior secured revolving credit facility and term loan facilities;
(ii) proceeds from the Company’s $874.0 million public common stock offering in the fourth quarter of fiscal 2013;
and (iii) proceeds from the private offering of $500.0 million aggregate principal amount of the Company’s 5.375%
Senior Notes due 2022, that closed on January 2, 2014.
The following table summarizes the fair value of the assets acquired and liabilities assumed in the VION Acquisition
as of January 7, 2014 (in thousands):
Page 87
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
$
Accounts receivable
Inventory
Prepaid expense
Other current assets
Deferred tax assets
Property plant and equipment
Identifiable intangibles
Goodwill
Investment in unconsolidated subsidiaries
Other long term assets
Accounts payable
Current portion of long-term debt
Accrued expenses
Deferred tax liability
Long Term debt obligations
Other noncurrent liabilities
Noncontrolling interests
Purchase price, net of cash acquired of $91.2 million $
337,278
375,306
23,135
3,525
48,639
981,009
464,193
702,672
27,069
1,101
(210,477)
(26,347)
(149,345)
(350,003)
(4,109)
(57,721)
(90,919)
2,075,006
During the fourth quarter of fiscal 2014, the Company completed the purchase accounting for the VION Acquisition.
Subsequent to the preliminary purchase price allocation in the first quarter of fiscal 2014, the Company made
adjustments to the provisional amounts to increase working capital of approximately $84.0 million, decrease property,
plant and equipment of approximately $27.3 million, decrease identifiable intangibles of $17.6 million, decrease
goodwill of approximately $72.1 million and increase other of approximately $27.0 million. The impact of these
adjustments during the measurement period did not have a material impact to earnings for fiscal 2014 or any quarterly
period during fiscal 2014.
Goodwill of approximately $223.2 million was assigned to the Feed Ingredients segment, approximately $375.6
million was assigned to the Food Ingredients segment and approximately $103.8 million was assigned to the Fuel
Ingredients segment, respectively. Of the VION Acquisition goodwill, approximately 33% is expected to be deductible
for tax purposes. Identifiable intangibles include trademarks and trade names with indefinite lives of approximately
$32.0 million and definite lived intangible assets including routes of approximately $190.2 million with a weighted
average useful life of 10 years, $225.6 million in permits with a weighted average useful life of 15 years and patents
and other intangibles of approximately $16.5 million with a weighted average useful life of 25 years. The VION
Acquisition is a taxable stock sale and as a result there were deferred taxes that were created.
The Company notes that the pro forma results of operations for the below acquisition has not been presented because
the effect is not deemed material to revenues and net income of the Company for any fiscal period presented.
On October 1, 2014, the Company acquired substantially all of the assets of Custom Blenders Arkansas, LLC, an
Indiana limited liability company, Custom Blenders Georgia, LLC, a Georgia limited liability company, Custom
Blenders Indiana, Inc., an Indiana corporation, and Custom Blenders Texas, LLC, an Indiana limited liability company
(collectively “Custom Blenders”), one of the leading bakery residuals recyclers in the United States. The acquisition
includes Custom Blenders' operations in Indiana, Georgia, Texas, and Arkansas. The acquisition provided significant
synergies to the Company's suppliers and customers in the Feed Ingredients segment. The Company paid approximately
$18.8 million in cash less a contingent receivable of approximately $0.8 million recorded against goodwill and an
adjustment to inventory of approximately $0.5 million recorded in fiscal 2015. The purchase price for assets consisting
of property, plant and equipment of approximately $3.2 million, intangible assets of approximately $8.6 million,
goodwill of approximately $5.2 million and inventory of approximately $1.0 million. The identifiable intangibles
have a weighted average life of 14 years.
Page 88
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
NOTE 3.
INVENTORIES
A summary of inventories follows (in thousands):
Finished product
Work in process
Raw material
Supplies and other
December 31,
2016
January 2,
2016
$
$
156,542
87,284
39,859
47,130
330,815
$
$
164,428
84,474
48,401
47,280
344,583
The Company's work in process inventory represents inventory in the Food Ingredients segment that is in various
stages of processing.
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
December 31,
2016
January 2,
2016
$
$
152,949
464,957
1,385,694
204,995
13,504
135,662
2,357,761
(842,186)
1,515,575
$
$
156,422
448,620
1,211,465
189,561
13,504
141,470
2,161,042
(652,875)
1,508,167
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,
2016
January 2,
2016
Indefinite Lived Intangible Assets
Trade names
Finite Lived Intangible Assets:
Routes
Permits
Non-compete agreements
Trade names
Royalty, consulting, land use rights and leasehold
Accumulated Amortization:
Routes
Permits
Non-compete agreements
Trade names
Royalty, consulting, land use rights and leasehold
Total Intangible assets, less accumulated amortization
$
Page 89
$
51,687
51,687
$
374,989
493,311
3,638
76,033
13,456
961,427
(105,934)
(170,165)
(1,788)
(21,042)
(2,258)
(301,187)
711,927
$
52,466
52,466
390,888
494,754
6,996
75,825
14,139
982,602
(99,819)
(134,752)
(4,628)
(11,959)
(1,561)
(252,719)
782,349
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Gross intangible routes, permits, trade names, non-compete agreements and other intangibles partially decreased in
fiscal 2016 and fiscal 2015 by approximately $27.7 million and $7.7 million, respectively as a result of asset retirements.
Amortization expense for the three years ended December 31, 2016, January 2, 2016 and January 3, 2015, was
approximately $77.7 million, $83.3 million and $83.6 million, respectively. Amortization expense for the next five
fiscal years is estimated to be $75.4 million, $73.0 million, $71.8 million, $71.3 million and $70.8 million.
NOTE 6. GOODWILL
Changes in the carrying amount of goodwill (in thousands):
Balance at January 3, 2015
Goodwill
Accumulated impairment losses
Goodwill acquired during year
Foreign currency translation
Balance at January 2, 2016
Goodwill
Accumulated impairment losses
Goodwill acquired during year
Foreign currency translation
Balance at December 31, 2016
Goodwill
Accumulated impairment losses
Feed
Ingredients
Food
Ingredients
Fuel
Ingredients
Total
$
$
863,508 $
(15,914)
847,594
(259)
(50,452)
812,797
(15,914)
796,883
827
(3)
813,621
(15,914)
797,707 $
346,153 $
126,672 $
—
346,153
—
(22,768)
323,385
—
323,385
—
(6,377)
317,008
—
—
126,672
521
(14,359)
112,834
—
112,834
2
(1,658)
111,178
—
317,008 $
111,178 $
1,336,333
(15,914)
1,320,419
262
(87,579)
1,249,016
(15,914)
1,233,102
829
(8,038)
1,241,807
(15,914)
1,225,893
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 2016, fiscal 2015 and fiscal 2014, the fair values of the Company’s reporting units containing
goodwill exceeded the related carrying value pursuant to a quantitative assessment completed as of October 29, 2016,
October 31, 2015 and October 24, 2014, respectively.
NOTE 7.
INVESTMENT IN UNCONSOLIDATED SUBSIDIARIES
The Company announced on January 21, 2011 that a wholly-owned subsidiary of Darling entered into a limited liability
company agreement with Valero to form the DGD Joint Venture. The DGD Joint Venture is owned 50% / 50% with
Valero and was formed to design, engineer, construct and operate a renewable diesel plant (the “DGD Facility”),
which is capable of processing approximately 12,000 barrels per day of input feedstock to produce renewable diesel
fuel and certain other co-products, and is located adjacent to Valero's refinery in Norco, Louisiana. The DGD Joint
Venture reached mechanical completion and began the production of renewable diesel in late June 2013.
On May 31, 2011, the DGD Joint Venture and Diamond Green Diesel LLC, a wholly-owned subsidiary of the DGD
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 DGD Joint Venture with a 14 year multiple advance term loan facility of
approximately $221.3 million (the "JV Loan") to support the design, engineering and construction of the DGD Facility,
which is now in production. 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 DGD 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.
Page 90
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
In addition to the DGD Joint Venture, the Company has investments in other unconsolidated subsidiaries that were
acquired in the VION Acquisition that are insignificant to the Company. Selected financial information for the
Company's DGD Joint Venture is as follows:
(in thousands)
Assets:
Total current assets
Property, plant and equipment, net
Other assets
Liabilities and members' equity:
Total current portion of long term debt
Total other current liabilities
Total long term debt
Total other long term liabilities
Total members' equity
Total assets
$
$
$
December 31,
2016
December 31,
2015
268,734 $
354,871
12,164
635,769 $
17,023 $
23,200
53,753
418
541,375
635,769 $
261,444
356,230
3,034
620,708
62,023
19,935
86,819
380
451,551
620,708
Total liabilities and member's equity
$
(in thousands)
Revenues:
Operating revenues
Expenses:
Year Ended December 31,
2015
2014
2016
$
527,670 $
475,934 $
487,834
Total costs and expenses less depreciation,
amortization and accretion expense
Depreciation, amortization and accretion expense
Operating income
Other income
Interest and debt expense, net
Net income
$
353,222
27,821
146,627
551
(7,354)
139,824 $
298,946
19,714
157,274
120
(13,604)
143,790 $
324,557
18,186
145,091
82
(17,640)
127,533
As of December 31, 2016, under the equity method of accounting, the Company has an investment in the DGD Joint
Venture of approximately $270.7 million on the consolidated balance sheet and has recorded approximately $69.9
million, $71.9 million and $63.8 million in equity net income in the unconsolidated subsidiary for the years ended
December 31, 2016, January 2, 2016 and January 3, 2015, respectively. Biodiesel blenders registered with the Internal
Revenue Service were eligible for a tax incentive in the amount of $1.00 per gallon of renewable diesel blended with
petroleum diesel to produce a mixture containing 0.1% diesel fuel. As a blender, the DGD Joint Venture has recorded
approximately, $160.6 million, $156.6 million and $126.0 million in blender credits, for its fiscal years ended December
31, 2016, December 31, 2015 and December 31, 2014, respectively. These blenders credits were recorded by the
DGD Joint Venture as a reduction of total costs and expenses in the above table. In fiscal 2015 and fiscal 2014, the
DGD Joint Venture booked all blenders tax credits in the fourth quarter. In addition, for each of the years ended
December 31, 2016 and January 2, 2016, the Company received $25.0 million in dividend distributions from the DGD
Joint Venture and subsequent to December 31, 2016, the Company received a $25.0 million dividend distribution
from the DGD Joint Venture.
NOTE 8. ACCRUED EXPENSES
Accrued expenses consist of the following (in thousands):
Page 91
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Compensation and benefits
Utilities and sewage
Accrued income, ad valorem, and franchise taxes
Reserve for self insurance, litigation, environmental
and tax matters (Note 19)
Medical claims liability
Accrued operating expenses
Accrued interest payable
Other accrued expense
December 31,
2016
January 2,
2016
$
$
83,355
16,446
19,179
12,479
5,070
55,128
15,961
35,178
242,796
$
$
79,087
16,671
13,711
13,643
3,807
50,953
16,060
45,893
239,825
NOTE 9. LEASES
The Company leases 14 processing plants and storage locations, land surrounding certain processing plants, three
office locations under operating leases and a portion of its transportation equipment under operating and capital
leases. Leases are noncancellable and expire at various times through the year 2066. Minimum rental commitments
under noncancellable leases as of December 31, 2016, are as follows (in thousands):
Period Ending Fiscal
2017
2018
2019
2020
2021
Thereafter
Less amounts representing interest
Capital lease obligations included in current and long-term debt
Operating Leases
Capital Leases
$
$
39,481 $
35,653
31,035
19,258
7,421
14,019
146,867 $
$
1,527
891
285
144
—
—
2,847
(145)
2,702
Rent expense was approximately $43.6 million, $41.5 million and $41.0 million, for the fiscal years ended
December 31, 2016, January 2, 2016 and January 3, 2015, respectively.
The Company's capital lease assets are included in property, plant and equipment and the capital lease obligations are
included in the Company's current and long-term debt obligations on the consolidated balance sheet.
NOTE 10. DEBT
Debt consists of the following (in thousands):
Page 92
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Amended Credit Agreement:
Revolving Credit Facility ($5.3 million denominated in euro at December 31, 2016 and $9.4
million denominated in CAD at January 2, 2016)
$
5,280
$
9,358
Term Loan A ($76.9 million and $97.1 million denominated in CAD at December 31, 2016 and
December 31,
2016
January 2,
2016
January 2, 2016, respectively)
Less unamortized deferred loan costs
Carrying value Term Loan A
Term Loan B
Less unamortized deferred loan costs
Carrying value Term Loan B
5.375% Senior Notes due 2022 with effective interest of 5.72%
Less unamortized deferred loan costs
Carrying value 5.375% Senior Notes due 2022
4.75% Senior Notes due 2022 - Denominated in euro with effective interest of 5.10%
Less unamortized deferred loan costs - Denominated in euro
Carrying value 4.75% Senior Notes due 2022
Other Notes and Obligations
Less Current Maturities
120,103
(1,083)
119,020
583,500
(6,298)
577,202
500,000
(7,667)
492,333
543,840
(8,956)
534,884
277,181
(1,552)
275,629
589,500
(7,774)
581,726
500,000
(8,952)
491,048
560,912
(10,705)
550,207
22,224
1,750,943
23,247
1,727,696
$
23,049
1,931,017
45,166
1,885,851
$
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No.
2015-03, Simplifying the Presentation of Debt Issuance Costs. The ASU amends ASC (Subtopic 835-30), Interest -
Imputation of Interest. The new standard requires debt issuance costs related to a recognized debt liability to be
presented in the balance sheet as a direct deduction from the carrying value of the debt liability, which is similar to
the presentation of debt discounts or premiums. The costs will continue to be amortized to interest expense using the
effective interest method. On January 3, 2016, the Company adopted this standard as a change in accounting principal
on a retrospective basis. As of December 31, 2016 and January 2, 2016, the Company has presented debt issuance
costs related to the Company's term loans and senior notes, previously reported in other assets, as direct deductions
from the carrying amount of the debt liability. In addition, the Company has presented the debt issuance costs related
to the Company's amended credit agreement as a deferred asset within other assets as permitted by ASU No. 2015-15,
Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements,
which was issued in August 2015. Upon adoption of ASU No. 2015-03, other assets of approximately $29.0 million
were reclassified as a deduction from the carrying value of the recognized debt liability at January 2, 2016.
As of December 31, 2016, the Company had outstanding debt under a term loan facility denominated in Canadian
dollars of CAD$103.6 million. See below for discussion relating to the Company's debt agreements. In addition, at
December 31, 2016, the Company had capital lease obligations denominated in Canadian dollars included in debt.
The current and long-term capital lease obligation was approximately CAD$1.4 million and CAD$1.3 million,
respectively.
As of December 31, 2016, the Company had outstanding debt under the Company's 4.75% Senior Notes due 2022
denominated in euros of €515.0 million. See below for discussion relating to the Company's debt agreements. In
addition, at December 31, 2016, the Company had capital lease obligations denominated in euros included in debt.
The current and long-term capital lease obligation was approximately €0.4 million and €0.2 million, respectively.
Senior Secured Credit Facilities. On January 6, 2014, Darling, Darling International Canada Inc. (“Darling Canada”)
and Darling International NL Holdings B.V. (“Darling NL”) entered into a Second Amended and Restated Credit
Agreement (as subsequently amended, the “Amended Credit Agreement”), restating its then existing Amended and
Restated Credit Agreement dated September 27, 2013, with the lenders from time to time party thereto, JPMorgan
Chase Bank, N.A., as Administrative Agent, and the other agents from time to time party thereto.
Page 93
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Effective December 16, 2016, the Company, and certain of its subsidiaries entered into an amendment (the “Fourth
Amendment”) with its lenders to the Amended Credit Agreement. Among other things, the Fourth Amendment (i)
extended the maturity date of the term A loans and revolving credit facility loans under the Amended Credit Agreement
from September 27, 2018 to December 16, 2021, subject to a 91-day “springing” adjustment if the term B loans are
outstanding 91 days prior to the maturity date (January 6, 2021) of the term B loans; (ii) reset the amortization schedule
of the term A loans to their original schedule; (iii) adjusted the applicable margin pricing grid on borrowings under
the term A Loan and revolving credit facility which adjusts based on the Company’s total leverage ratio as set forth
in the Amended Credit Agreement; (iv) eliminated the secured leverage ratio financial maintenance covenant so that
from and after the effective date of the Fourth Amendment the Company’s financial covenants consist of maintaining
of total leverage ratio not to exceed 5.50 to 1.00 and maintaining an interest coverage ratio of not less than 3.00 to
1.00; (v) modified certain of the negative covenants to include a senior leverage ratio incurrence-based test and to
increase the allowances for certain actions, including debt, investments and restricted payments; and (vi) made other
updates and changes.
The Amended Credit Agreement provides for senior secured credit facilities in the aggregate principal amount of
$2.65 billion comprised of (i) the Company's $350.0 million term loan A facility (ii) the Company's $1.3 billion term
loan B facility and (iii) the Company's $1.0 billion five-year revolving loan facility (approximately $150.0 million of
which will be available for a letter of credit sub-facility and $50.0 million of which will be available for a swingline
sub-facility) (collectively, the “Senior Secured Credit Facilities”). The Amended Credit Agreement also permits
Darling and the other borrowers thereunder to incur ancillary facilities provided by any revolving lender party to the
Senior Secured Credit Facilities (with certain restrictions). Up to $500.0 million of the revolving loan facility is
available to be borrowed by (x) Darling in U.S. dollars, Canadian dollars, euros and other currencies to be agreed and
available to each applicable lender, (y) Darling Canada in Canadian dollars and (z) Darling NL, Darling Ingredients
International Holding B.V. (“Darling BV”) and CTH Germany GmbH (“CTH”) in U.S. dollars, Canadian dollars,
euros and other currencies to be agreed and available to each applicable lender. The revolving loan facility and term
loan A facility will mature on December 16, 2021, subject to a 91-day “springing” adjustment if the term B loans are
outstanding 91 days prior to the maturity date (January 6, 2021) of the term B loans. The revolving loan facility will
be used for working capital needs, general corporate purposes and other purposes not prohibited by the Amended
Credit Agreement.
On June 3, 2015, the Company refinanced €504.9 million of the outstanding euro borrowings under the term loan B
facility (the “Euro Term Loan B”) using the proceeds from the 4.75% Senior Notes due 2022. As a result of the
refinance, the Company incurred a charge of approximately $10.6 million from the write-off of deferred loan costs
related to Euro Term Loan B.
The interest rate applicable to any borrowings under the term loan A facility and the revolving loan facility will equal
either LIBOR/euro interbank offered rate/CDOR plus 2.00% per annum or base rate/Canadian prime rate plus 1.00%
per annum, subject to certain step-ups or step-downs based on the Company's total leverage ratio. The interest rate
applicable to any borrowings under the term loan B facility will equal (a) for U.S. dollar term loans, either the base
rate plus 1.50% or LIBOR plus 2.50%, and (b) for euro revolver loans, the euro interbank offered rate plus 2.75%, in
each case subject to a step-down based on Darling’s total leverage ratio. For term loan B loans, the LIBOR rate shall
not be less than 0.75%.
As of December 31, 2016, the Company had $43.3 million outstanding under the term loan A facility at LIBOR plus
a margin of 2.00% per annum for a total of 2.77% per annum. The Company had $583.5 million outstanding under
the term loan B facility at LIBOR plus a margin of 2.50% per annum for a total of 3.27% per annum. The Company
had CAD$103.6 million outstanding under the term loan A Facility at CDOR plus a margin of 2.00% per annum for
a total of 3.0247% per annum. The Company had €5.0 million outstanding under the revolver at LIBOR plus a margin
of 2.00% per annum for a total of 2.00% per annum. As of December 31, 2016, the Company had availability of
$968.1 million under the Amended Credit Agreement taking into account amounts borrowed and letters of credit
issued of $26.6 million. The Company also has foreign bank guarantees that are not part of the Company's Amended
Credit Agreement in the amount of approximately $10.1 million at December 31, 2016. In addition, the Company
capitalized $4.8 million of deferred loan costs in fiscal year 2016 in connection with the Fourth Amendment.
The Amended Credit Agreement contains various customary representations and warranties by the Company, which
include customary use of materiality, material adverse effect and knowledge qualifiers. The Amended Credit
Agreement also contains (a) certain affirmative covenants that impose certain reporting and/or performance obligations
on Darling and its restricted subsidiaries, (b) certain negative covenants that generally prohibit, subject to various
Page 94
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
exceptions, Darling and its restricted subsidiaries from taking certain actions, including, without limitation, incurring
indebtedness, making investments, incurring liens, paying dividends and engaging in mergers and consolidations, sale
and leasebacks and asset dispositions, (c) financial covenants, which include a maximum total leverage ratio and a
minimum interest coverage ratio and (d) customary events of default (including a change of control) for financings
of this type. Obligations under the Senior Secured Credit Facilities may be declared due and payable upon the
occurrence and during the continuance of customary events of default.
5.375% Senior Notes due 2022. On January 2, 2014, Darling Escrow Corporation, a wholly-owned subsidiary of
Darling, issued $500.0 million aggregate principal amount of its 5.375% Notes due 2022 (the “5.375% Notes”) pursuant
to a 5.375% Notes Indenture, dated as of January 2, 2014 (the “Original 5.375% Indenture”), among Darling Escrow
Corporation, the subsidiary guarantors party thereto from time to time, and U.S. Bank National Association, as trustee
(the “5.375% Trustee”). On January 8, 2014, Darling Escrow Corporation merged with and into Darling and entered
into a supplemental indenture with Darling, the subsidiary guarantors party thereto and the 5.375% Trustee (the
“Supplemental 5.375% Indenture,” and together with the Original 5.375% Indenture, the “5.375% Indenture”),
pursuant to which Darling assumed all obligations under the 5.375% Notes and the 5.375% Indenture. Darling and
the 5.375% Guarantors completed a registered exchange offer for the 5.375% Notes under the Securities Act during
the third quarter of 2014. Darling used a portion of the proceeds from the offering of the 5.375% Notes to pay certain
fees and expenses (including bank fees and expenses) related to the offering and the financing of its acquisition of its
Darling Ingredients International business from VION and for purposes of satisfying, discharging and redeeming its
8.5% Notes due 2018. Darling used the remaining proceeds of the 5.375% Notes to pay certain other fees and expenses
related to the completion of the VION Acquisition and its related financings, to repay a portion of the borrowings
under its revolving credit facility used to fund a portion of the consideration for the VION Acquisition and for general
corporate purposes.
The 5.375% Notes will mature on January 15, 2022. Darling pays interest on the 5.375% Notes on January 15 and
July 15 of each year, commencing on July 15, 2014. Interest on the 5.375% Notes accrues at a rate of 5.375% per
annum and is payable in cash. The 5.375% Notes are guaranteed on an unsecured senior basis by all of Darling's
restricted subsidiaries (other than any foreign subsidiary or any receivables entity) that guarantee the Senior Secured
Credit Facilities (the “5.375% Guarantors”). The 5.375% Notes and the guarantees thereof are senior unsecured
obligations of Darling and the 5.375% Guarantors and rank equally in right of payment to all of Darling's and the
5.375% Guarantors' existing and future senior unsecured indebtedness. The 5.375% 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 distributions or repurchases 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.
Other than for extraordinary events such as change of control and defined assets sales, Darling is not required to make
mandatory redemption or sinking fund payments on the 5.375% Notes. The 5.375% Notes are redeemable, in whole
or in part, at any time on or after January 15, 2017 at the redemption prices specified in the 5.375% Indenture. Darling
may redeem some or all of the 5.375% Notes at any time prior to January 15, 2017, at a redemption price equal to
100% of the principal amount of the 5.375% Notes redeemed, plus accrued and unpaid interest to the redemption date
and an Applicable Premium as specified in the 5.375% Indenture.
4.75 % Senior Notes due 2022. On June 3, 2015, Darling Global Finance B.V. (the “4.75% Issuer”), a wholly-owned
subsidiary of Darling, issued €515.0 million aggregate principal amount of the 4.75% Senior Notes due 2022 (the
“4.75% Notes”) pursuant to a Senior Notes Indenture, dated as of June 3, 2015 (the “4.75% Indenture”), among the
4.75% Issuer, Darling (as guarantor), the subsidiary guarantors party thereto from time to time, Citibank, N.A., London
Branch, as trustee (the “4.75% Trustee”) and principal paying agent, and Citigroup Global Markets Deutschland AG,
as principal registrar. Darling used the gross proceeds from the sale of the 4.75% Notes to refinance a portion of the
term loan B outstanding under Darling's Senior Secured Credit Facilities and to pay certain fees and expenses related
to the offering of the 4.75% Notes and the refinancing of the term loan B. Darling intends to use any remaining
proceeds for general corporate purposes.
The 4.75% Notes will mature on May 30, 2022. The 4.75% Issuer pays interest on the 4.75% Notes on May 30 and
November 30 of each year, commencing on November 30, 2015. Interest on the 4.75% Notes accrues from June 3,
2015 at a rate of 4.75% per annum and is payable in cash. The 4.75% Notes are guaranteed on a senior unsecured
basis by Darling and all of Darling's restricted subsidiaries (other than any foreign subsidiary, the 4.75% Issuer or any
Page 95
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
receivables entity) that guarantee the Senior Secured Credit Facilities (collectively “4.75% Guarantors”). The 4.75%
Notes and the guarantees thereof are senior unsecured obligations of the 4.75% Issuer and the 4.75% Guarantors and
rank equally in right of payment to all of the 4.75% Issuer's and the 4.75% Guarantors' existing and future senior
unsecured indebtedness. The 4.75% Indenture contains covenants limiting Darling's ability and the ability of its
restricted subsidiaries (including the 4.75% Issuer) to, among other things: incur additional indebtedness or issue
preferred stock; pay dividends on or make other distributions or repurchases of Darling's capital stock or make other
restricted payments; create restrictions on the payment of dividends or certain other amounts from Darling's restricted
subsidiaries to Darling or Darling's other restricted subsidiaries; make loans or investments; enter into certain
transactions with affiliates; create liens; designate Darling's subsidiaries as unrestricted subsidiaries; and sell certain
assets or merge with or into other companies or otherwise dispose of all of substantially all of Darling's assets.
Other than for extraordinary events such as change of control and defined assets sales, the 4.75% Issuer is not required
to make mandatory redemption or sinking fund payments on the 4.75% Notes. The 4.75% Notes are redeemable, in
whole or in part, at any time on or after May 30, 2018 at the redemption prices specified in the 4.75% Indenture. The
4.75% Issuer may redeem some or all of the 4.75% Notes at any time prior to May 30, 2018, at a redemption price
equal to 100% of the principal amount of the 4.75% Notes redeemed, plus accrued and unpaid interest to the redemption
date and an Applicable Premium as specified in the 4.75% Indenture and all additional amounts (if any) then due or
which will become due on the redemption date as a result of the redemption or otherwise (subject to the rights of
holders on the relevant record dates to receive interest due on the relevant interest payment date and additional amounts
(if any) in respect thereof).
The Company's financial covenants are effective for fiscal quarter ending April 1, 2017, which is the first full fiscal
quarter after the Fourth Amendment. As of December 31, 2016, the Company believes it is in compliance with all
other covenants contained in the Amended Credit Agreement, the 5.375% Indenture and the 4.75% Indenture.
Maturities of long-term debt at December 31, 2016 follow (in thousands):
2017
2018
2019
2020
2021
thereafter
Contractual
Debt Payment
$
$
24,758
7,105
9,661
129,832
559,525
1,044,066
1,774,947
NOTE 11. OTHER NONCURRENT LIABILITIES
Other noncurrent liabilities consist of the following (in thousands):
Accrued pension liability (Note 15)
Reserve for self insurance, litigation, environmental and tax
matters (Note 19)
Other
December 31,
2016
January 2,
2016
$
$
53,152
$
53,220
41,251
1,711
96,114
$
42,778
1,811
97,809
NOTE 12. INCOME TAXES
U.S. and foreign income from operations before income taxes are as follows (in thousands):
Page 96
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
United States
Foreign
Income from operations before income taxes
$
$
48,869
73,670
122,539
$
$
50,473
48,307
98,780
$
$
58,972
22,480
81,452
December 31,
2016
January 2,
2016
January 3,
2015
Income tax expense attributable to income from continuing operations before income taxes consists of the following
(in thousands):
Current:
Federal
State
Foreign
Total current
Deferred:
Federal
State
Foreign
Total deferred
December 31,
2016
January 2,
2016
January 3,
2015
$
$
65
(332)
27,992
27,725
(8,056)
(649)
(3,705)
(12,410)
15,315
$
$
(21,775) $
411
29,871
8,507
13,057
(1,521)
(6,542)
4,994
13,501
$
1,134
(884)
24,770
25,020
886
1,235
(14,000)
(11,879)
13,141
Income tax expense for the years ended December 31, 2016, January 2, 2016 and January 3, 2015, 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
Change in valuation allowance
Deferred tax on unremitted foreign
earnings
Sub-Part F income
Foreign rate differential
Biofuel tax incentives
Non-deductible transaction costs
Other, net
December 31,
2016
January 2,
2016
January 3,
2015
$
$
42,888
1,039
$
34,573
4,421
$
28,508
5,420
2,546
6,159
(9,982)
(28,435)
—
1,100
15,315
$
4,848
4,923
(5,653)
(28,143)
—
(1,468)
13,501
$
1,956
3,786
(9,754)
(22,546)
4,107
1,664
13,141
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred
tax liabilities at December 31, 2016 and January 2, 2016 are presented below (in thousands):
Page 97
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Deferred tax assets:
Loss contingency reserves
Employee benefits
Pension liability
Intangible assets amortization, including taxable goodwill
Net operating losses
Inventory
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
Investment in DGD Joint Venture
Tax on unremitted foreign earnings
Other
Total gross deferred tax liabilities
Net deferred tax liability
Amounts reported on Consolidated Balance Sheets:
Non-current deferred tax asset
Non-current deferred tax liability
Net deferred tax liability
December 31,
2016
January 2,
2016
$
$
$
$
$
11,998
9,586
18,200
2,317
119,602
8,523
13,583
183,809
(20,150)
163,659
(189,233)
(207,729)
(47,607)
(49,196)
(1,038)
(494,803)
(331,144) $
11,961
9,383
17,714
2,947
99,534
7,934
16,621
166,094
(22,209)
143,885
(182,748)
(209,925)
(46,239)
(48,106)
(1,196)
(488,214)
(344,329)
$
14,990
(346,134)
(331,144) $
16,352
(360,681)
(344,329)
At December 31, 2016, the Company had net operating loss carryforwards for federal income tax purposes of
approximately $193.2 million, which begin to expire in 2019 through 2036. As a result of the change in ownership
which occurred pursuant to the May 2002 recapitalization, utilization of approximately $4.9 million of the federal net
operating loss carryforwards is limited to approximately $0.7 million per year for the remaining life of the net operating
losses. The Company had approximately $172.6 million of net operating loss carryforwards for state income tax
purposes, which expire in 2019 through 2036. Also at December 31, 2016, the Company had U.S. foreign tax credit
carryforwards of approximately $2.2 million and state tax credit carryforwards of approximately $1.0 million. The
Company had foreign net operating loss carryforwards of about $168.3 million, $84.1 million of which expire in 2017
through 2036 and $84.2 million of which can be carried forward indefinitely. As of December 31, 2016, the Company
had a valuation allowance of $4.8 million due to uncertainties in respect to its ability to utilize its U.S. (federal and
state) net operating loss and tax credit carryforwards before they expire. The Company also had a valuation allowance
of $15.4 million due to uncertainties in its ability to utilize foreign net operating loss carryforwards and other foreign
deferred tax assets.
At December 31, 2016, the Company had unrecognized tax benefits of approximately $4.7 million. An indemnity
receivable of $3.0 million has also been recorded in respect to the VION Acquisition. There was no material income
statement activity in fiscal 2016 in respect to unrecognized tax benefits. All of the unrecognized tax benefits would
favorably impact the Company's effective tax rate if recognized. The Company believes it is reasonably possible that
unrecognized tax benefits could change by $1.7 million in the next twelve months. The possible change in unrecognized
tax benefits relates to the expiration of certain statutes of limitation and the possible settlement of an ongoing income
tax audit. The Company recognizes accrued interest and penalties, as appropriate, related to unrecognized tax benefits
as a component of income tax expense. As of December 31, 2016, interest and penalties related to unrecognized tax
benefits were $1.5 million. These interest and penalties related to the unrecognized tax benefits from the VION
Acquisition and were primarily recorded in purchase accounting.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):
Page 98
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Balance at beginning of Year
Change in tax positions related to prior years
Expiration of the Statute of Limitations
Balance at end of year
December 31,
2016
January 2,
2016
$
$
5,604
$
99
(1,036)
4,667
$
8,130
(1,953)
(573)
5,604
In fiscal 2016, the Company's major taxing jurisdictions are U.S. (federal and state), Belgium, Brazil, Canada, China,
France, Germany and the Netherlands. The Company is currently subject to federal and state examinations in the U.S.
for tax years 2012 through 2014. The Company is also subject to regular examination by various foreign tax authorities.
Although the final outcome of these examinations is not yet determinable, the Company does not anticipate that any
of the examinations will have a significant impact on the Company's results of operations or financial position. The
statute of limitations for the Company's major jurisdictions is open for varying periods, but is generally closed through
the 2010 tax year.
Prior to fiscal 2014, the Company did not have significant operations outside of the U.S. During fiscal 2013, the
Company began operations in Canada through the Rothsay Acquisition. During fiscal 2014, the Company began
operations in the other major taxing jurisdictions through the VION Acquisition. The Company generally expects to
indefinitely reinvest the earnings of its foreign subsidiaries outside the U.S. and has not provided deferred income
taxes on the accumulated earnings of its foreign subsidiaries except for the accumulated earnings of certain joint
venture companies. At December 31, 2016, the amount of undistributed foreign subsidiary earnings indefinitely
reinvested outside of the U.S. for which no U.S. deferred incomes taxes have been provided is approximately $71.8
million. It is not practicable to determine the deferred tax liability related to these undistributed earnings.
NOTE 13. STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION
In August 2015, the Company's Board of Directors approved a share repurchase program of up to an aggregate of
$100.0 million of the Company's Common Stock depending on market conditions. The repurchases may be made
from time to time on the open market at prevailing market prices or in negotiated transactions off the market.
Repurchases may occur over the 24 month period ending in August 2017, unless extended or shortened by the Board
of Directors. As of December 31, 2016, the Company has approximately $89.1 million remaining under the share
repurchase program approved in August 2015.
On May 8, 2012, the shareholders approved the Company's 2012 Omnibus Incentive Plan (the “2012 Omnibus
Plan”). The 2012 Omnibus Plan replaced the Company's 2004 Omnibus Incentive Plan (the “2004 Omnibus Plan”)
for future grants. Under the 2012 Omnibus Plan, the Company can grant stock options, stock appreciation rights,
non-vested and restricted stock (including performance stock), restricted stock units (including performance units),
other stock-based awards, non-employee director awards, dividend equivalents and cash-based awards. There are up
to 11,066,544 common shares available under the 2012 Omnibus Plan which may be granted to participants in any
plan year (as such term is defined in the 2012 Omnibus Plan). Some of those shares are subject to outstanding awards
as detailed in the tables below. To the extent these outstanding awards are forfeited or expire without exercise, the
shares will be returned to and available for future grants under the 2012 Omnibus Plan. The 2012 Omnibus Plan’s
purpose is to attract, retain and motivate employees, directors and third party service providers of the Company and
to encourage them to have a financial interest in the Company. The 2012 Omnibus Plan is administered by the
Compensation Committee (the “Committee”) of the Board of Directors. The Committee has the authority to select
plan participants, grant awards, and determine the terms and conditions of such awards as provided in the 2012
Omnibus Plan. The Committee has adopted an executive compensation program that includes a long-term incentive
component (the “LTIP”) for the Company's key employees, as a subplan under the terms of the 2012 Omnibus 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.
At December 31, 2016, the number of common shares available for issuance under the 2012 Omnibus Plan was
4,566,505.
For fiscal 2015 and 2014, the Committee awarded dollar value performance based restricted stock and stock option
opportunities under the LTIP to certain of the Company's key employees, including the Chief Executive Officer and
other executive officers, and such restricted stock and stock options were issued only if predetermined financial
Page 99
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
objectives were met by the Company. The Company met the financial objectives for fiscal 2015 and fiscal 2014 and
those shares and options were issued in accordance with the terms of the LTIP.
Beginning in fiscal 2016, a shift was made in the LTIP from backward-looking performance-based restricted stock
and stock options to a combination of (i) annual, overlapping grants of performance share units (“PSUs”) tied to a
three-year, forward-looking performance metric and (ii) annual stock option grants that vest 33.33% on the first,
second and third anniversaries of grant; provided that a small portion of fiscal 2016 LTIP value was granted as one-
time, non-incremental transition PSUs to facilitate the switch to a forward-looking program, with these grants tied to
a two-year, forward-looking performance metric. See “Stock Option Awards” and “Fiscal 2016 LTIP PSU Awards”
below for more information regarding the stock options and PSU awards, respectively, under the 2016 LTIP.
The following is a summary of stock-based compensation awards granted during the years ended December 31, 2016,
January 2, 2016 and January 3, 2015.
Stock Option Awards. Stock options to purchase Darling common shares are granted by the Committee to certain of
the Company's employees as part of the Company's LTIP under the 2012 Omnibus Plan. For the options granted
under the fiscal 2015 LTIP and fiscal 2014 LTIP, the exercise price was equal to the market value of Darling common
shares on the close of the trading day immediately preceding the grant date, and such options vest 25 percent upon
grant and 25 percent each of the first three anniversary dates of the grant thereafter. The Company met the requisite
performance measure under the 2015 LTIP, accordingly, in accordance with the terms of the 2015 LTIP, the Company
granted 452,878 stock options to participants on March 7, 2016. For the options granted under the fiscal 2016 LTIP,
the exercise price was equal to the closing price of Darling common shares on the date of grant, which was February
25, 2016, and such options vest 33.33% on the first, second and third anniversaries of the grant. The Company granted
1,094,306 stock options under the 2016 LTIP. During fiscal 2016, 2015 and 2014 only nonqualified stock options
were issued and none of the options were incentive stock options. The Company’s stock options granted under the
2012 Omnibus Plan generally terminate 10 years after date of grant.
A summary of all stock option activity as of December 31, 2016 and changes during the year ended is as follows:
Number of
shares
Weighted-avg.
exercise price
per share
Options outstanding at December 28, 2013
Granted
Exercised
Forfeited
Expired
Options outstanding at January 3, 2015
Granted
Exercised
Forfeited
Expired
Options outstanding at January 2, 2016
Granted
Exercised
Forfeited
Expired
Options outstanding at December 31, 2016
Options exercisable at December 31, 2016
906,251
163,078
(343,550)
(29,603)
—
696,176
422,386
(131,653)
(136,177)
—
850,732
1,547,184
(28,000)
(4,000)
—
2,365,916
715,833
$
$
$
Weighted-avg.
remaining
contractual life
5.0 years
6.2 years
7.7 years
9.97
19.94
6.18
16.89
—
13.88
14.76
4.13
16.68
—
15.38
9.53
6.71
16.20
—
11.65
15.18
8.4 years
6.8 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
2016, 2015 and 2014.
Page 100
DARLING INGREDIENTS 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
2016
0.0%
1.35%
5.76 years
34.4%
$3.34
2015
0.0%
1.82%
5.75 years
38.0%
$5.59
2014
0.0%
1.77%
5.75 years
43.7%
$8.93
The expected lives for options granted during fiscal 2016, 2015 and 2014 were computed using the simplified method
since the current option plans historical exercise data has not provided a reasonable basis for estimating the expected
term for the current option grants.
At December 31, 2016, $13.6 million of total future equity-based compensation expense (determined using the Black-
Scholes option pricing model and Monte Carlo model for non-vested stock grants with performance based incentives)
related to outstanding non-vested options and stock awards is expected to be recognized over a weighted average
period of 1.4 years.
For the year ended December 31, 2016, the amount of cash received from the exercise of options was approximately
$0.2 million and the related tax benefit was less than $0.1 million. For the year ended January 2, 2016, the amount
of cash received from the exercise of options was approximately $0.2 million and the related tax benefit was
approximately $0.4 million. For the year ended January 3, 2015 the amount of cash received from the exercise of
options was approximately $0.4 million and the related tax benefits were approximately $1.2 million. The total
intrinsic value of options exercised for the years ended December 31, 2016, January 2, 2016 and January 3, 2015 was
approximately $0.2 million, $1.4 million and $4.5 million, respectively. The fair value of shares vested for the years
ended December 31, 2016, January 2, 2016 and January 3, 2015 was approximately $8.3 million, $7.5 million and
$19.6 million, respectively. At December 31, 2016, the aggregate intrinsic value of options outstanding was
approximately $5.4 million and the aggregate intrinsic value of options exercisable was approximately $0.3 million.
Non-Vested Stock, Restricted Stock Unit and Performance Share Unit Awards. The Company has in the past granted
non-vested stock and restricted stock unit (RSU) awards to certain of the Company's employees as part of the LTIP
under the 2012 Omnibus Plan, and beginning in 2016, the Company grants performance share unit awards as part of
the LTIP. In addition, the Company has granted performance share unit awards, individual non-vested stock and RSU
awards to key employees from time to time at the discretion of the Committee. Non-vested stock is generally granted
to U.S. based employees, and generally vests 25 percent upon grant and 25 percent each of the first three anniversary
dates of the grant thereafter. RSUs are generally granted to foreign based employees, with each RSU equivalent to
one share of common stock and payable upon vesting in an equivalent number of shares of Darling common stock.
Generally, all RSU awards vest 25 percent upon grant and 25 percent each of the first three anniversary dates of the
grant thereafter. Generally, upon termination of employment (voluntary or with cause), non-vested stock, RSUs and
discretionary performance share awards that have not vested are forfeited. Upon, death, disability or qualifying
retirement, a pro-rata portion of the unvested non-vested and RSU awards will vest and be payable. Under the 2015
LTIP, the Company met the requisite performance measure, accordingly, in accordance with the 2015 LTIP, the
Company granted 454,916 shares of nonvested stock and 147,390 restricted stock units in the first quarter of fiscal
2016.
In connection with the closing of the VION Acquisition, in January 2014, the Company made awards of Performance
Share Units (“2014 PSUs”) and common stock under the Company’s 2012 Omnibus Plan to certain of the Company’s
key employees selected by the Committee. The awards covered an aggregate of 975,000 shares of the Company’s
common stock. For North American-based executives, each award was in the form of 2014 PSUs for a specified
number of shares of common stock of the Company. For European-based executives, each award was in the form of
a combination of fully vested shares (representing 25% of the total award given to the European-based executives),
and 2014 PSUs for a specified number of shares common stock of the Company (representing the other 75% of the
award). On January 7, 2014, the Company issued 118,750 fully vested shares that were granted to the European-
based executives. the 2014 PSUs were to vest in three equal installments on the first, second and third anniversaries
of the closing of the VION Acquisition based on attainment of specified levels of adjusted EBITDA for the Company
and/or Darling Ingredients International for fiscal years 2014, 2015 and 2016, respectively. If the target level of
adjusted EBITDA for the fiscal year for both the Company and/or Darling Ingredients International was not achieved
(subject to a near miss provision contained in the award agreements that provides for a portion of the shares to be
paid out under certain circumstances), the installment for the related vesting date was forfeited. The performance
target was achieved for 2014, and accordingly a total of 252,087 shares were paid out to the participants in March
Page 101
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
2015; however, the requisite performance targets were not achieved for 2015 and 2016, so therefore the final two
installments of the 2014 PSUs award were forfeited by each of the participants in the first quarter of fiscal 2016 and
fiscal 2017 after it was determined that the performance targets for 2015 and 2016 were not achieved.
A summary of the Company’s non-vested stock, restricted stock unit and performance share unit awards as of
December 31, 2016, and changes during the year ended is as follows:
Stock awards outstanding December 28, 2013
Shares granted
Shares vested
Shares forfeited
Stock awards outstanding January 3, 2015
Shares granted
Shares vested
Shares forfeited
Stock awards outstanding January 2, 2016
Shares granted
Shares vested
Shares forfeited
Stock awards outstanding December 31, 2016
Non-Vested,
RSU and PSU
Shares
Weighted Average
Grant Date
Fair Value
821,207
1,436,658
(861,772)
(138,920)
1,257,173
524,225
(714,626)
(32,581)
1,034,191
602,306
(413,654)
(241,582)
981,261
$
$
14.93
20.73
16.43
19.90
19.98
14.47
17.91
19.65
18.63
12.11
15.11
20.86
15.56
Fiscal 2016 LTIP PSU Awards. On February 25, 2016, the Committee granted 664,120 PSUs under the Company's
2016 LTIP, 511,120 of which are tied to a three-year, forward-looking performance metric and 153,000 of which are
tied to a two-year forward-looking performance metric, with the earned award to be determined in the first quarter of
fiscal 2018 and fiscal 2019, respectively, after the final results for the relevant performance period are determined.
The PSUs were granted at target level; however, actual awards may vary between 0% and 225% of the target number
of PSUs, depending on the performance level achieved. In addition, the number of PSUs earned may be reduced (up
to 30%) or increased (capped at the maximum payout) based on the Company's total shareholder return (TSR) over
the performance period. In addition, certain of the PSUs have a two-year holding requirement after vesting before
the PSUs are settled in shares of the Company's Common Stock.
The fair value of each 2016 LTIP PSU award under the Company's 2016 LTIP was estimated on the date of grant
using a Monte Carlo model with the following weighted average assumptions for fiscal 2016, except for the illiquidity
discount, which only pertains to the 2016 LTIP PSU's with a holding period requirement.
Weighted Average
Expected dividend yield
Risk-free interest rate
Expected term
Expected volatility
Illiquidity discount
2016
0.0%
0.80%
2.62 years
29.3%
16.1%
A summary of the Company’s 2016 LTIP PSU awards as of December 31, 2016, and changes during the year ended
is as follows:
LTIP PSU awards outstanding January 2, 2016
Granted
Vested
Forfeited
LTIP PSU awards outstanding December 31, 2016
Page 102
LTIP PSU
Shares
Weighted Average
Grant Date
Fair Value
— $
664,120
—
—
664,120
$
—
7.17
—
—
7.17
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Nonemployee Director Restricted Stock and Restricted Stock Unit Awards. On February 24, 2011, the Company's
Board of Directors approved an Amended and Restated Non-Employee Director Restricted Stock Award Plan (the
“Director Restricted Stock Plan”) pursuant to and in accordance with the 2004 Omnibus 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
was awarded to each non-employee director on the fourth business day after the Company released its earnings for
its prior completed fiscal year (the “Date of Award”). The amount of restricted stock to be issued was calculated using
the closing price of the Company’s common stock on the third business day after the Company released its
earnings. The restricted stock was 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 was not transferable. These restrictions lapse with
respect to 100% of the restricted stock upon the earliest to occur of (i) 10 years after the date of award, (ii) a Change
of Control (as defined in the 2004 Omnibus 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).
Beginning in fiscal 2014, the Board discontinued grants to non-employee directors under the Director Restricted Stock
Plan described above, and in lieu thereof, as an additional element of annual non-employee director compensation,
pursuant to the 2012 Omnibus Plan, each non-employee director now receives $90,000 of restricted stock units
immediately following the Company’s annual meeting of stockholders at which such directors are elected. The number
of restricted stock units to be issued is calculated using the closing price of the Company’s stock on the date of its
annual meeting. The award vests (and is no longer subject to forfeiture) on the first to occur of (i) the first anniversary
of the grant date, (ii) the date of the annual shareholders meeting next following the grant date, (iii) the grantee’s
separation from service as a result of death or disability, or (iv) a change of control. The award will become "payable"
in shares of the Company’s stock in a single lump sum payment as soon as possible following a grantee’s separation
from service, subject to a grantee’s right to elect a deferral under certain circumstances. If a grantee ceases to be a
director for any reason other than death or disability prior to vesting, the grantee will receive a prorated amount of
the award up to the date of separation.
A summary of the Company’s non-employee director restricted stock awards as of December 31, 2016, and changes
during the year ended is as follows:
Stock awards outstanding December 28, 2013
Restricted shares granted
Restricted shares where the restriction lapsed
Restricted shares forfeited
Stock awards outstanding January 3, 2015
Restricted shares granted
Restricted shares where the restriction lapsed
Restricted shares forfeited
Stock awards outstanding January 2, 2016
Restricted shares granted
Restricted shares where the restriction lapsed
Restricted shares forfeited
Stock awards outstanding December 31, 2016
Restricted stock and
Restricted Stock Unit
Shares
Weighted Average
Grant Date
Fair Value
130,238
25,678
—
—
155,916
46,910
(50,322)
—
152,504
43,421
(81,031)
(3,535)
111,359
$
$
10.75
19.67
—
—
12.22
13.80
12.25
—
12.69
14.51
11.55
14.51
14.18
NOTE 14. COMPREHENSIVE INCOME
The Company follows FASB authoritative guidance for reporting and presentation of comprehensive income or loss
and its components. Other comprehensive income (loss) is derived from adjustments that reflect pension adjustments,
natural gas derivative adjustments, corn option adjustments and foreign currency translation adjustments. The
components of other comprehensive income (loss) and the related tax impacts for the years ended December 31, 2016,
January 2, 2016 and January 3, 2015 are as follows (in thousands):
Page 103
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Year Ended January 3, 2015
Defined Benefit Pension Plans
Actuarial (loss)/gain recognized
Amortization of actuarial loss
Actuarial prior service cost recognized
Amortization of prior service costs
Total defined benefit pension plans
Natural gas swap derivatives
Loss/(gain) reclassified to net income
Gain/(loss) recognized in other comprehensive income (loss)
Total natural gas derivatives
Corn option derivatives
Loss/(gain) reclassified to net income
Gain/(loss) recognized in other comprehensive income (loss)
Total corn options
Foreign currency translation
Other comprehensive income/(loss)
Other comprehensive income/(loss)
Year Ended January 2, 2016
Defined Benefit Pension Plans
Actuarial (loss)/gain recognized
Amortization of actuarial loss
Amortization of prior service costs
Amortization of curtailment
Amortization of settlement
Other
Total defined benefit pension plans
Corn option derivatives
Loss/(gain) reclassified to net income
Gain/(Loss) recognized in other comprehensive income
Total corn options
Foreign currency translation
Other comprehensive income/(loss)
Year Ended December 31, 2016
Defined Benefit Pension Plans
Actuarial (loss)/gain recognized
Amortization of actuarial loss
Amortization of prior service costs
Amortization of curtailment
Amortization of settlement
Other
Total defined benefit pension plans
Corn option derivatives
Loss/(gain) reclassified to net income
Gain/(Loss) recognized in other comprehensive income
Total corn options
Foreign currency translation
Other comprehensive income/(loss)
$
$
$
$
$
$
Before-Tax
Amount
Tax (Expense)
or Benefit
Net-of-Tax
Amount
$
(34,547)
2,078
1,140
23
(31,306)
$
12,001
(806)
(261)
(9)
10,925
(196)
11
(185)
(3,868)
1,812
(2,056)
(119,684)
(153,231)
(3,822)
5,101
(67)
(1,181)
5,291
471
5,793
(1,517)
4,405
2,888
(162,436)
(153,755)
(5,257)
4,632
36
—
(114)
44
(659)
(3,868)
4,889
1,021
(5,593)
(5,231)
$
$
$
$
$
76
(4)
72
1,501
(704)
797
—
11,794
1,499
(1,986)
36
328
(1,468)
—
(1,591)
589
(1,710)
(1,121)
—
(2,712)
1,396
(1,786)
(12)
—
45
—
(357)
1,501
(1,897)
(396)
—
(753)
$
$
$
$
$
(22,546)
1,272
879
14
(20,381)
(120)
7
(113)
(2,367)
1,108
(1,259)
(119,684)
(141,437)
(2,323)
3,115
(31)
(853)
3,823
471
4,202
(928)
2,695
1,767
(162,436)
(156,467)
(3,861)
2,846
24
—
(69)
44
(1,016)
(2,367)
2,992
625
(5,593)
(5,984)
Page 104
Derivative instruments
Natural gas swap derivatives
Corn option derivatives
Defined benefit pension plans
Amortization of prior service cost
Amortization of actuarial loss
Amortization of curtailment
Amortization of settlement
$
$
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
December 31,
2016
Fiscal Year Ended
January 2,
2016
January 3,
2015
Statement of Operations
Classification
— $
— $
3,868
3,868
(1,501)
2,367
(36) $
(4,632)
—
114
(4,554)
1,753
(2,801)
1,517
1,517
(589)
928
67 $
(5,101)
1,181
(5,291)
(9,144)
3,090
(6,054)
(5,126) $
196 Cost of sales and operating expenses
3,868 Cost of sales and operating expenses
4,064 Total before tax
(1,577) Income taxes
2,487 Net of tax
(23) (a)
(2,078) (a)
— (a)
— (a)
(2,101) Total before tax
815 Income taxes
(1,286) Net of tax
1,201 Net of tax
Total reclassifications $
(434) $
(a) These items are included in the computation of net periodic pension cost. See Note 15 Employee Benefit Plans
for additional information.
The following table presents changes in each component of accumulated comprehensive income (loss) as of
December 31, 2016 as follows (in thousands):
Accumulated Other Comprehensive Income/(loss)
January 2, 2016, attributable to Darling, net of tax
Other comprehensive gain before reclassifications
Amounts reclassified from accumulated other
comprehensive income/(loss)
Net current-period other comprehensive income
Noncontrolling interest
Accumulated Other Comprehensive Income/(loss)
December 31, 2016, attributable to Darling, net of tax
NOTE 15. EMPLOYEE BENEFIT PLANS
Fiscal Year Ended December 31, 2016
Foreign Currency
Translation
Derivative
Instruments
Defined Benefit
Pension Plans
Total
$
(305,213) $
1,843 $
(32,548) $
(335,918)
(5,593)
2,992
(3,817)
(6,418)
—
(5,593)
(1,896)
(2,367)
625
—
2,801
(1,016)
—
434
(5,984)
(1,896)
$
(308,910) $
2,468 $
(33,564) $
(340,006)
The Company has retirement and pension plans covering a substantial number of its domestic and foreign
employees. Most retirement benefits are provided by the Company under separate final-pay noncontributory and
contributory defined benefit and defined contribution plans for all salaried and hourly employees (excluding those
covered by union-sponsored plans) who meet service and age requirements. Although various defined benefit formulas
exist for employees, generally these are based on length of service and earnings patterns during employment. Effective
January 1, 2012, the Company's Board of Directors authorized the Company to proceed with the restructuring of its
domestic retirement benefit program to include the closing of Darling's domestic salaried and hourly defined benefit
plans to new participants as well as the freezing of service and wage accruals thereunder effective December 31, 2011
(a curtailment of these plans for financial reporting purposes) and the enhancing of benefits under the Company's
domestic defined contribution plans. The Company-sponsored domestic hourly union plan has not been curtailed;
however, several locations of the Company-sponsored domestic hourly union plan have been curtailed as a result of
collective bargaining renewals for those sites.
As a result of the VION Acquisition, employees of VION Ingredients became employees of Darling Ingredients
International. Pursuant to the terms of the Sale and Purchase Agreement dated October 3, 2013, as amended, between
Darling and VION, Darling assumed approximately $28.9 million of unfunded pension and insignificant postretirement
benefit plan obligations.
Page 105
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Effective on December 31, 2015, the largest foreign defined benefit plan was terminated. As a result of the terminated
plan, all future accruals ceased, representing a curtailment of the future accruals. As part of the termination, the
Company's subsidiary transferred all past service benefits and all assets in the plan to a third party insurance provider
as a settlement of the plan. In place of this defined benefit plan, future benefits are now being provided for through
a multiemployer plan that will be accounted for as a defined contribution plan. In fiscal 2016, two additional immaterial
foreign defined benefit plans were amended and terminated resulting in curtailment and settlement gains.
The Company maintains defined contribution plans both domestically and at its foreign entities. The Company's
matching portion and annual employer contributions to the Company's domestic defined contribution plans for fiscal
2016, 2015 and 2014 were approximately $9.2 million, $9.3 million and $9.2 million, respectively. The Company's
matching portion and annual employer contributions to the Company's foreign defined contribution plans for fiscal
2016, 2015 and 2014 were approximately $6.2 million, $3.0 million and $3.5 million, respectively.
The Company recognizes the over-funded or under-funded status of the Company's defined benefit post-retirement
plans as an asset or liability in the Company's balance sheet, with changes in the funded status recognized through
comprehensive income in the year in which they occur.
In April 2015, the FASB issued ASU No. 2015-04, Practical Expedient for the Measurement Date of an Employer's
Defined Benefit Obligation and Plan Assets. The ASU amends ASC Topic 715, Compensation-Retirement Benefits.
The new standard permits a reporting entity with a fiscal year-end that does not coincide with a month-end to measure
defined benefit plan assets and obligations using the month-end that is closest to the entity's fiscal year-end and apply
that expedient consistently from year to year. The practical expedient should be applied consistently to all plans if
an entity has more than one plan. This ASU is effective for public entities for financial statements issued for fiscal
years beginning after December 15, 2015, and interim periods within those years with early adoption permitted. The
Company has elected to early adopt in 2015 the month-end date of December 31 as the measurement date for all of
the Company's defined benefit plans, which is the closest month-end to the Company's fiscal year-end. The following
table sets forth the plans’ funded status for the Company's domestic and foreign defined benefit plans and amounts
recognized in the Company's consolidated balance sheets based on the measurement date (December 31, 2016 and
December 31, 2015) (in thousands):
Page 106
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
December 31,
2016
January 2,
2016
Change in projected benefit obligation:
Projected benefit obligation at beginning of period
Acquisitions
Service cost
Interest cost
Employee contributions
Plan amendments
Actuarial loss/(gain)
Benefits paid
Effect of curtailment
Effect of settlement
Other
Projected benefit obligation at end of period
Change in plan assets:
Fair value of plan assets at beginning of period
Acquisitions
Actual return on plan assets
Employer contributions
Employee contributions
Benefits paid
Effect of settlement
Other
Fair value of plan assets at end of period
Funded status
Net amount recognized
Amounts recognized in the consolidated balance
sheets consist of:
Noncurrent assets
Current liability
Noncurrent liability
Net amount recognized
Amounts recognized in accumulated other
comprehensive loss consist of:
Net actuarial loss
Prior service cost/(credit)
Net amount recognized (a)
$
$
$
$
$
$
$
182,276
—
2,549
6,950
439
101
7,905
(7,146)
(1,286)
(953)
(1,545)
189,290
127,970
—
10,138
5,250
439
(7,146)
(953)
(789)
134,909
395,142
—
6,638
10,536
1,862
90
(24,436)
(11,197)
(9,545)
(162,600)
(24,214)
182,276
328,220
—
(17,888)
9,612
1,862
(11,197)
(162,600)
(20,039)
127,970
(54,381)
(54,381) $
(54,306)
(54,306)
— $
(1,229)
(53,152)
(54,381) $
—
(1,086)
(53,220)
(54,306)
52,525
417
52,942
$
$
51,921
359
52,280
(a) Amounts do not include deferred taxes of $19.4 million and $19.7 million at December 31, 2016 and January 2,
2016, respectively.
The amounts included in “Other” in the above table reflect the impact of foreign exchange translation for plans in
Argentina, Brazil, Belgium, Canada, France, Germany, Japan, Netherlands and United Kingdom. The Company's
domestic pension plan benefits comprise approximately 75% and 76% of the projected benefit obligation for fiscal
2016 and fiscal 2015, respectively. Additionally, the Company has made required and tax deductible discretionary
contributions to its domestic pension plans in fiscal 2016 and fiscal 2015 of approximately $0.6 million and
approximately $0.4 million, respectively. The Company made required and tax deductible discretionary contributions
to its foreign pension plans in fiscal 2016 and fiscal 2015 of approximately $4.7 million and $ 9.2 million, respectively.
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
December 31,
2016
January 2,
2016
$
$
189,290
181,340
134,909
182,276
171,530
127,970
Page 107
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Net pension cost includes the following components (in thousands):
Service cost
Interest cost
Expected return on plan assets
Net amortization and deferral
Curtailment
Settlement
Net pension cost
December 31,
2016
January 2,
2016
January 3,
2015
$
$
2,549
6,950
(7,552)
4,668
(1,285)
(114)
5,216
$
$
6,638
10,536
(12,229)
5,034
(1,181)
(2,353)
6,445
$
$
5,208
13,214
(14,439)
2,094
7
—
6,084
Amounts recognized in accumulated other comprehensive income (loss) for the year ended (in thousands):
Actuarial (loss)/gain recognized:
Reclassification adjustments
Actuarial (loss)/gain recognized during the
period
Amortization of settlement
Prior service (cost) credit recognized:
Reclassification adjustments
Prior service cost arising during the period
Amortization of curtailment
Other
2016
2015
$
2,846
$
3,115
(3,861)
(69)
24
—
—
44
(1,016) $
(2,323)
3,823
(31)
—
(853)
471
4,202
$
The estimated amount that will be amortized from accumulated other comprehensive loss into net periodic pension
cost in fiscal 2017 is as follows (in thousands):
Net actuarial loss
Prior service cost
2017
4,754
33
4,787
$
$
Weighted average assumptions used to determine benefit obligations were:
December 31,
2016
January 2,
2016
January 3,
2015
Discount rate
Rate of compensation increase
3.81%
0.38%
4.13%
0.31%
2.79%
1.82%
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
Page 108
December 31,
2016
3.55%
0.84%
6.52%
January 2,
2016
3.47%
0.38%
6.62%
January 3,
2015
4.15%
1.70%
5.06%
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Consideration was made to the long-term time horizon for the (U.S. and Canada's) plans' benefit obligations as well
as the related asset class mix in determining the expected long-term rate of return. Historical returns are also
considered, over the long-term time horizon, in determining the expected return. Considering the overall asset mix
of approximately 60% equity and 40% fixed income with equity exposure on a declining trend since the implementation
of the glide path for two of the U.S. plans, the Company believes it is reasonable to expect a long-term rate of return
of 6.9% for the (U.S. and Canada's) plans' investments as a whole. The remaining foreign plans' assets are principally
invested under insurance contracts arrangements which have weighted average expected long-term rate of returns of
2.7%.
The investment objectives have been established in conjunction with a comprehensive review of the current and
projected financial requirements. The primary investment objectives are: 1) to have the ability to pay all benefit and
expense obligations when due; 2) to maximize investment returns within reasonable and prudent levels of risk in order
to minimize contributions; and 3) to maintain flexibility in determining the future level of contributions.
Investment results and changing discount rates are the most critical elements in achieving funding objectives; however,
contributions are used as a supplemental source of funding as deemed appropriate.
The investment guidelines are based upon an investment horizon of greater than ten years; therefore, interim
fluctuations are viewed with this perspective. The strategic asset allocation is based on this long-term perspective
and the plans' funded status. However, because the participants’ average age is somewhat older than the typical
average plan age, consideration is given to retaining some short-term liquidity. Analysis of the cash flow projections
of the plans indicates that benefit payments will continue to exceed contributions. The results of a thorough asset-
liability study completed during 2012 established a dynamic asset allocation glide path (the “Glide Path”) by which
the U.S. plans' asset allocations are determined. The Glide Path designates intervals based on funded status which
contain a corresponding allocation to equities/real assets and fixed income. As the U.S. plans' funded status improves,
the allocations become more conservative, and the opposite is true when the funded status declines.
Fixed Income
Equities
35% - 80%
20% - 65%
The equity allocation is invested in stocks traded on one of the U.S. stock exchanges or in foreign companies whose
stock is traded outside the U.S. and/or companies that conduct the major portion of their business outside the U.S.
Securities convertible into such stocks, convertible bonds and preferred stock, may also be purchased. The portfolio
may invest in American Depository Receipts (“ADR”). The majority of the equities are invested in mutual funds that
are well-diversified among growth and value stocks, as well as large, mid, and small cap assets. This mix is balanced
based on the understanding that large cap stocks are historically less volatile than small cap stocks: however, smaller
cap stocks have historically outperformed larger cap stocks. The emerging markets portion of the equity allocation
is held below 10% due to greater volatility in the asset class. Risk adjusted returns are the primary driver of allocation
choices within these asset classes. The portfolio is well-diversified in terms of companies, industries and countries.
The diversified asset portion of the allocation will invest in securities with a goal to out pace inflation and preserve
their value. The securities in this allocation may consist of inflation-indexed bonds, securities of real estate companies,
commodity index-linked notes, fixed-income securities, securities of natural resource companies, master limited
partnerships, publicly-listed infrastructure companies, and floating rate debt.
All investment objectives are expected to be achieved over a market cycle anticipated to be a period of five to seven
years. Reallocations are performed on a monthly basis to retain target allocation ranges. On a quarterly basis the
plans' funded status will be recalculated to determine which Glide Path interval allocation is appropriate.
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):
Page 109
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Total
Fair Value
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
$
21,079
1,341
$
21,079
1,341
— $
—
(In thousands of dollars)
Balances as January 2, 2016
Fixed Income:
Long Term
Short Term
Equity Securities:
Domestic equities
International equities
Insurance contracts
Total categorized in fair value hierarchy
Other investments measured at NAV
Totals
Balances as December 31, 2016
Fixed Income:
Long Term
Short Term
Equity Securities:
Domestic equities
International equities
Insurance contracts
Total categorized in fair value hierarchy
Other investments measured at NAV
Totals
$
$
$
$
34,864
21,190
8,121
86,595
41,375
127,970
17,408
2,825
41,300
24,403
10,670
96,606
$
$
38,303
134,909
$
—
—
—
—
2,320
2,320
34,864
21,190
—
78,474
—
—
5,801
5,801
78,474
$
5,801
$
2,320
$
17,408
2,825
— $
—
41,300
24,403
—
85,936
—
—
7,887
7,887
—
—
—
—
2,783
2,783
85,936
$
7,887
$
2,783
The majority of the U.S. and Canada plan pension assets are invested in mutual funds; however, some assets are
invested in pooled separate accounts (“PSA”) which have similar mutual fund counterparts. PSA accounts are generally
used to access lower fund management expenses when compared to their mutual fund counterparts. The mutual funds
are generally invested in institutional shares, retirement shares, or A-shares with no loads. The fair value of each
mutual fund and PSA is based on the market value of the underlying investments. The U.S. pension plans PSA for
fiscal 2016 utilized net asset value (“NAV”) per share (or its equivalent) to measure its investments, as a practical
expedient in accordance with ASC Topic 820, Fair Value Measurements and have not been classified in the fair value
hierarchy in the above table. The majority of the foreign pension assets are held under insurance contracts where the
investment risk for the accumulated benefit obligation rests with the insurer, which the Company has no specific
detailed asset information.
The fair value measurement of plan assets using significant unobservable inputs (level 3) changed due to the following:
(in thousands of dollars)
Balance as of January 3, 2015
Unrealized gains/(losses) relating to instruments still held in the
reporting period.
Purchases, sales, and settlements
Exchange rate changes
Balance as of January 2, 2016
Unrealized gains/(losses) relating to instruments still held in the
reporting period.
Purchases, sales, and settlements
Exchange rate changes
Balance as of December 31, 2016
Page 110
Insurance
Contracts
$
194,909
(12,601)
(161,402)
(18,586)
2,320
316
244
(97)
2,783
$
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
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 $4.3 million to meet
funding requirements for its domestic and foreign pension plans in fiscal 2017.
Estimated Future Benefit Payments
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid (in
thousands):
Year Ending
2017
2018
2019
2020
2021
Years 2022 – 2026
$
Pension Benefits
9,854
8,438
9,307
9,849
10,931
58,887
Multiemployer Pension Plans
The Company participates in various multiemployer pension plans which provide defined benefits to certain employees
covered by labor contracts in the United States. These plans are not administered by the Company and contributions
are determined in accordance with provisions of negotiated labor contracts to meet their pension benefit obligations
to their participants. The FASB issued guidance requiring companies to provide additional disclosures related to
individually significant multiemployer pension plans. The Company's contributions to each individual multiemployer
plan represent less than 5% of the total contributions to each such plan. Based on the most currently available
information, the Company has determined that, if a withdrawal were to occur, withdrawal liabilities on two of the
plans in which the Company currently participates could be material to the Company. The following table provides
more detail on these significant multiemployer plans (contributions in thousands):
Pension
Fund
EIN Pension
Pension
Protection Act
Zone Status
Plan Number
2016
2015
FIP/RP
Status
Pending/
Implemented
Western Conference of Teamsters
Pension Plan
91-6145047 / 001 Green
Green
Central States, Southeast and
Southwest Areas Pension Plan (a) 36-6044243 / 001
Red
Red
No
Yes
All other multiemployer plans
Contributions
Expiration
Date of Collective
Bargaining
2016
2015
2014
Agreement
$
1,456 $
1,387 $
1,384
April 2020 (b)
934
983
858
986
876
August 2018 (c)
1,042
Total Company Contributions
$
3,373 $
3,231 $
3,302
(a)
In July 2005 this plan received a 10 year extension from the IRS for amortizing unfunded liabilities. In April 2016 the IRS
approved a modification of the amortization extension.
(b) The Company has several plants that participate in the Western Conference of Teamsters Pension Plan under collective
bargaining agreements that require minimum funding contributions. Certain of these agreements have expired and are being
renegotiated with others having expiration dates through April 1, 2020.
(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, 2018.
Page 111
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
With respect to the other multiemployer pension plans in which the Company participates and which are not individually
significant, six plans have certified as critical or red zone, one plan have 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
$3.4 million, $3.2 million and $3.3 million for the years ended December 31, 2016, January 2, 2016 and January 3,
2015, respectively.
The Company has received notices in prior years of withdrawal liability from two U.S. multiemployer plans in which
it participated. As of December 31, 2016, the Company has an aggregate accrued liability of approximately $1.8
million representing the present value of scheduled withdrawal liability payments under these multiemployer plans.
While the Company has no ability to calculate a possible current liability for under-funded multiemployer plans that
could terminate or could require additional funding under the Pension Protection Act of 2006, the amounts could be
material.
NOTE 16. DERIVATIVES
The Company’s operations are exposed to market risks relating to commodity prices that affect the Company’s cost
of raw materials, finished product prices and energy costs and the risk of changes in interest rates and foreign currency
exchange rates.
The Company makes limited use of derivative instruments to manage cash flow risks related natural gas usage, diesel
fuel usage, inventory, forecasted sales and foreign currency exchange rates. The Company does not use derivative
instruments for trading purposes. Natural gas swaps and options are entered into with the intent of managing the
overall cost of natural gas usage by reducing the potential impact of seasonal weather demands on natural gas that
increases natural gas prices. Heating oil swaps and options are entered into with the intent of managing the overall
cost of diesel fuel usage by reducing the potential impact of seasonal weather demands on diesel fuel that increases
diesel fuel prices. Corn options and future contracts are entered into with the intent of managing forecasted sales of
BBP by reducing the impact of changing prices. Foreign currency forward contracts are entered into to mitigate the
foreign exchange rate risk for transactions designated in a currency other than the local functional currency. At
December 31, 2016, the Company had corn options outstanding that qualified and were designated for hedge
accounting as well as corn options and foreign currency forward contracts 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
In fiscal 2015 and fiscal 2016, the Company entered into corn option contracts that are considered cash flow hedges.
Under the terms of the corn option contracts the Company hedged a portion of it's forecasted sales of BBP into the
fourth quarter of fiscal 2017. As of December 31, 2016, all fiscal 2015 contracts and some of the fiscal 2016 contracts
have settled while the remaining contract positions and activity are disclosed below. From time to time, the Company
may enter into corn option contracts in the future.
As of December 31, 2016, the Company had the following outstanding forward contract amounts that were entered
into to hedge the future payments of intercompany note transactions, foreign currency transactions in currencies other
than the functional currency and forecasted transactions in currencies other than the functional currency. All of these
transactions are currently not designated for hedge accounting. (in thousands):
Page 112
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Functional Currency
Contract Currency
Type
Amount
Type
Amount
Brazilian real
Brazilian real
Euro
Euro
Euro
Euro
Euro
Euro
Polish zloty
Japanese yen
28,304
66,273
150,394
10,444
4,295
34,337
11,563
1,405
19,111
14,423
Euro
U.S. Dollar
U.S. Dollar
Polish zloty
Japanese yen
Chinese renminbi
Australian dollar
British pound
Euro
U.S. dollar
7,270
18,900
166,377
47,000
505,320
254,639
16,700
1,200
4,312
135
The Company estimates the amount that will be reclassified from accumulated other comprehensive gain at
December 31, 2016 into earnings over the next 12 months will be approximately $4.0 million. As of December 31,
2016, no amounts have been reclassified into earnings as a result of the discontinuance of cash flow hedges.
The following table presents the fair value of the Company’s derivative instruments as of December 31, 2016 and
January 2, 2016 (in thousands):
Derivatives Designated
as Hedges
Corn options
Balance Sheet
Location
Other current assets
Total derivatives designated as hedges
Derivatives not
Designated as
Hedges
Foreign currency contracts
Corn options and futures
Total derivatives not designated as hedges
Total asset derivatives
Derivatives not
Designated as
Hedges
Foreign currency contracts
Corn options and futures
Total derivatives not designated as hedges
Total liability derivatives
Asset Derivatives Fair Value
December 31, 2016
4,235
$
$
$
$
$
4,235
8,939
151
9,090
13,325
$
$
$
$
$
January 2, 2016
3,215
3,215
644
599
1,243
4,458
Other current assets
Other current assets
Balance Sheet
Location
Liability Derivatives Fair Value
December 31, 2016
January 2, 2016
Accrued Expenses
Accrued Expenses
$
$
$
608
122
730
730
$
$
$
4,435
2
4,437
4,437
The effect of the Company's derivative instruments on the consolidated financial statements for the fiscal years
ended December 31, 2016 and January 2, 2016 are as follows (in thousands):
Page 113
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Derivatives
Designated as
Cash Flow Hedges
Gain or (Loss)
Recognized in OCI
on Derivatives
(Effective Portion) (a)
2015
2016
Gain or (Loss)
Reclassified From
Accumulated OCI
into Income
(Effective Portion) (b)
2015
2016
Gain or (Loss)
Recognized in Income
On Derivatives
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing) (c)
2016
2015
Corn options
Total
$
$
4,889
4,889
$
$
4,405
4,405
$
$
3,868
3,868
$
$
1,517
1,517
$
$
331
331
$
$
68
68
(a) Amount recognized in accumulated OCI (effective portion) is reported as accumulated other comprehensive
gain of approximately $4.9 million and approximately $4.4 million recorded net of taxes of approximately $1.9
million and approximately $1.7 million for the year ended December 31, 2016 and January 2, 2016, 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 income/(expense), net in the Company’s consolidated statements of operations.
The table below summarizes the effect of derivatives not designated as hedges on the Company's consolidated
statements of operations for the year ended December 31, 2016, January 2, 2016 and January 3, 2015 (in thousands):
Derivatives not designated as
hedging instruments
Foreign exchange
Foreign exchange
Corn options and futures
Corn options and futures
Location
Foreign currency loss/(gain)
Selling, general and
administrative expense
Net sales
Cost of sales and operating
expenses
Natural gas and heating oil
Cost of sales and operating
swaps and options
Heating oil swaps and
options
Soybean meal
Total
expenses
Net sales
Net sales
Loss or (Gain) Recognized in Income on
Derivatives Not Designated as Hedges
For The Year Ended
January 2,
2016
January 3,
2015
December 31,
2016
$
(1,542) $
(27,321) $
(21,162)
(8,543)
472
(1,411)
—
455
7
$
(10,562) $
7,508
(2)
(2,067)
132
—
4,652
—
(71)
982
—
—
(21,750) $
—
(15,599)
At December 31, 2016, the Company had forward purchase agreements in place for purchases of approximately $9.8
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 17. FAIR VALUE MEASUREMENT
FASB authoritative guidance which defines fair value, establishes a framework for measuring fair value, and expands
disclosures about fair value measurements including guidance related to nonrecurring measurements of nonfinancial
assets and liabilities.
The following tables presents the Company's financial instruments that are measured at fair value on a recurring and
nonrecurring basis as of December 31, 2016 and January 2, 2016 and are categorized using the fair value hierarchy
Page 114
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
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, 2016 Using
Significant
Significant Other
Unobservable
Observable
Inputs
Inputs
(Level 3)
(Level 2)
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Total
(In thousands of dollars)
Assets
Derivative assets
$
Total Assets
Liabilities
Derivative liabilities
5.375% Senior Notes
4.75% Senior Notes
Term Loan A
Term Loan B
Revolver
Total Liabilities
13,325 $
13,325
730
520,300
575,111
120,403
593,347
5,201
$ 1,815,092 $
— $
—
—
—
—
—
—
—
— $
13,325 $
13,325
730
520,300
575,111
120,403
593,347
5,201
1,815,092 $
—
—
—
—
—
—
—
—
—
Fair Value Measurements at January 2, 2016 Using
Significant
Significant Other
Unobservable
Observable
Inputs
Inputs
(Level 3)
(Level 2)
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Total
(In thousands of dollars)
Assets
Derivative assets
$
Total Assets
Liabilities
Derivative liabilities
5.375% Senior Notes
4.75% Senior Notes
Term Loan A
Term Loan B
Revolver
Total Liabilities
4,458 $
4,458
4,437
495,000
541,280
277,874
577,710
9,218
$ 1,905,519 $
— $
—
—
—
—
—
—
—
— $
4,458 $
4,458
4,437
495,000
541,280
277,874
577,710
9,218
1,905,519 $
—
—
—
—
—
—
—
—
—
Derivative assets consist of the Company's heating oil option contracts, corn option contracts and foreign currency
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 16 Derivatives for breakdown by instrument type.
Derivative liabilities consist of the Company's heating oil swap contracts and corn option contracts, which represent
the difference between the observable market rates of commonly quoted intervals for similar assets and liabilities in
active markets and the fixed swap rate considering the instrument’s term, notional amount and credit risk. See Note
16 Derivatives for breakdown by instrument type.
The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses
approximates fair value due to the short maturity of these instruments and as such have been excluded from the table
above. The carrying amount for the Company's other debt is not deemed to be significantly different than the fair
value and all other instruments have been recorded at fair value.
The fair value of the senior notes, term loan A, term loan B and revolver debt is based on market quotation from third-
party banks.
Page 115
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
NOTE 18. 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 2016,
2015 and 2014.
NOTE 19. CONTINGENCIES
The Company is a party to various lawsuits, claims and loss contingencies arising in the ordinary course of its business,
including insured worker's compensation, auto, and general liability claims, assertions by certain regulatory and
governmental agencies related to permitting requirements and/or air, wastewater and storm water discharges from the
Company's processing facilities, litigation involving tort, contract, statutory, labor, employment, and other claims,
and tax matters.
The Company’s workers compensation, auto and general liability policies contain significant deductibles or self-
insured retentions. The Company estimates and accrues its expected ultimate claim costs related to accidents occurring
during each fiscal year under these insurance policies and carries this accrual as a reserve until these claims are paid
by the Company.
As a result of the matters discussed above, the Company has established loss reserves for insurance, environmental,
litigation and tax contingencies. At December 31, 2016 and January 2, 2016, the reserves for insurance,
environmental, litigation and tax contingencies reflected on the balance sheet in accrued expenses and other non-
current liabilities were approximately $51.9 million and $54.6 million, respectively. The Company has insurance
recovery receivables of approximately $15.9 million and $12.2 million, as of December 31, 2016 and January 2, 2016,
related to the insurance contingencies. The Company's management believes these reserves for contingencies are
reasonable and sufficient based upon present governmental regulations and information currently available to
management; however, there can be no assurance that final costs related to these contingencies will not exceed current
estimates. The Company believes that the likelihood is remote that any additional liability from the lawsuits and
claims that may not be covered by insurance would have a material effect on the Company's financial position, results
of operations or cash flows.
Lower Passaic River Area. In December 2009, the Company, along with numerous other entities, received notice
from the United States Environmental Protection Agency (“EPA”) that the Company (as successor-in-interest to
Standard Tallow Company) is considered a potentially responsible party (a “PRP”) 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. The Company’s designation as a PRP is based upon the operation of a former plant site located in Newark,
New Jersey by Standard Tallow Company, an entity that the Company acquired in 1996. 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. In March 2016, the Company
received another letter from EPA notifying the Company that it had issued a Record of Decision selecting a remedy
for the lower 8.3 miles of the lower Passaic River area at an estimated cost of $1.38 billion. The EPA letter makes
no demand on the Company and lays out a framework for remedial design/remedial action implementation in which
the EPA will first seek funding from major PRPs. The letter indicates that the EPA has sent the letter to over 100
parties, which include large chemical and refining companies, manufacturing companies, foundries, plastic companies,
pharmaceutical companies and food and consumer product companies. The Company's ultimate liability, if any, 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, the Company has found no evidence that the
former Standard Tallow Company plant site contributed any of the primary contaminants of concern to the Passaic
River and, therefore, there is nothing that leads the Company to believe that this matter will have a material effect on
the Company's financial position, results of operations or cash flows.
Fresno Facility Permit Issue. The Company has been named as a defendant and a real party in interest in a lawsuit
filed on April 9, 2012 in the Superior Court of the State of California, Fresno County, styled Concerned Citizens of
West Fresno vs. Darling International Inc. The complaint, as subsequently amended, alleges that the Company's
Fresno facility is operating without a proper use permit and seeks, among other things, injunctive relief. The complaint
had at one time also alleged that the Company's Fresno facility constitutes a continuing private and public nuisance,
but the plaintiff has since amended the complaint to drop these allegations. The City of Fresno was also named as a
defendant in the original complaint but has since had a judgment entered in its favor and is no longer a defendant in
the lawsuit; however, in December 2013 the City of Fresno filed a motion to intervene as a plaintiff in this matter.
Page 116
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
The Superior Court heard the motion on February 4, 2014, and entered an order on February 18, 2014 denying the
motion. Rendering operations have been conducted on the site since 1955, and the Company believes that it possesses
all of the required federal, state and local permits to continue to operate the facility in the manner currently conducted
and that its operations do not constitute a private or public nuisance. Accordingly, the Company intends to defend
itself vigorously in this matter. Discovery has begun and this matter was scheduled for trial in July 2014; however,
the parties have agreed to stay the litigation while they participate in a mediation process, which remains ongoing.
While management cannot predict the ultimate outcome of this matter, management does not believe the outcome
will have a material effect on the Company's financial condition, results of operations or cash flows.
NOTE 20. BUSINESS SEGMENTS
The Company sells its products domestically and internationally and operates within three industry segments: Feed
Ingredients, Food Ingredients and Fuel Ingredients. The measure of segment profit (loss) includes all revenues,
operating expenses (excluding certain amortization of intangibles), and selling, general and administrative expenses
incurred at all operating locations and excludes general corporate expenses.
Included in corporate activities are general corporate expenses and the amortization of intangibles. Assets of corporate
activities include cash, unallocated prepaid expenses, deferred tax assets, prepaid pension, and miscellaneous other
assets.
Feed Ingredients
Feed Ingredients consists principally of (i) the Company's U.S. ingredients business, including the Company's used
cooking oil, trap grease and food residuals collection businesses, the Rothsay ingredients business, and the ingredients
and specialty products businesses conducted by Darling Ingredients International under the Sonac name (proteins,
fats, technical fats and blood plasma products) and (ii) the Company's bakery residuals business. Feed Ingredients
operations process animal by-products and used cooking oil into fats, protein and hides.
Food Ingredients
Food Ingredients consists principally of (i) the gelatin and hydrolyzed collagen business conducted by Darling
Ingredients International under the Rousselot name, (ii) the natural casings and meat-by-products business conducted
by Darling Ingredients International under the CTH name and (iii) certain specialty products businesses conducted
by Darling Ingredients International under the Sonac name.
Fuel Ingredients
The Company's Fuel Ingredients segment consists of (i) the Company's biofuel business conducted under the Dar
Pro® and Rothsay names (ii) the bioenergy business conducted by Darling Ingredients International under the Ecoson
and Rendac names and (iii) the Company's investment in the DGD Joint Venture.
Business Segments (in thousands):
Page 117
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Fiscal Year Ended December 31, 2016
Net Sales
Cost of sales and operating expenses
Gross Margin
Selling, general and administrative expense
Acquisition costs
Depreciation and amortization
Segment operating income/(loss)
Equity in net income of unconsolidated
subsidiaries
Segment income
Total other expense
Income before income taxes
Feed
Ingredients
Food
Ingredients
Fuel
Ingredients Corporate
Total
$ 2,089,145 $ 1,061,912 $
1,624,858
464,287
834,410
227,502
247,058 $
182,466
64,592
— $ 3,398,115
— 2,641,734
756,381
—
169,648
—
178,845
115,794
467
116,261
96,170
—
70,120
61,212
—
61,212
6,895
—
28,531
29,166
41,292
401
12,412
(54,105)
314,005
401
289,908
152,067
69,912
99,078
—
(54,105)
70,379
222,446
(99,907)
$ 122,539
Segment assets at December 31, 2016
$ 2,464,509 $ 1,414,409 $
657,637 $ 161,462 $ 4,698,017
Feed
Ingredients
Food
Ingredients
Fuel
Ingredients Corporate
Total
Fiscal Year Ended January 2, 2016
Net Sales
Cost of sales and operating expenses
Gross Margin
Selling, general and administrative expense
Acquisition costs
Depreciation and amortization
Segment operating income/(loss)
Equity in net income of unconsolidated
subsidiaries
Segment income
Total other expense
Income before income taxes
$ 2,074,333 $ 1,094,918 $
1,613,402
460,931
178,624
—
165,854
116,453
1,521
117,974
863,562
231,356
103,301
—
66,817
61,238
228,195 $
177,061
51,134
— $ 3,397,446
— 2,654,025
743,421
—
7,264
—
26,711
17,159
33,385
8,299
10,522
(52,206)
322,574
8,299
269,904
142,644
—
61,238
71,895
89,054
—
(52,206)
73,416
216,060
(117,280)
98,780
$
Segment assets at January 2, 2016
$ 2,438,869 $ 1,448,014 $
631,968 $ 241,768 $ 4,760,619
Page 118
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Fiscal Year Ended January 3, 2015
Net Sales
Cost of sales and operating expenses
Gross Margin
Selling, general and administrative expense
Acquisition costs
Depreciation and amortization
Segment operating income/(loss)
Equity in net income of unconsolidated
subsidiaries
Segment income
Total other expense
Income before income taxes
Feed
Ingredients
Food
Ingredients
Fuel
Ingredients Corporate
Total
$ 2,421,462 $ 1,248,352 $
1,864,835
556,627
1,029,488
218,864
286,629 $
228,848
57,781
— $ 3,956,443
— 3,123,171
833,272
—
205,484
—
158,871
192,272
1,842
194,114
118,716
—
73,274
26,874
8,596
—
27,898
21,287
41,784
24,667
9,474
(75,925)
374,580
24,667
269,517
164,508
—
26,874
63,767
85,054
—
(75,925)
65,609
230,117
(148,665)
81,452
$
Business Segment Property, Plant and Equipment (in thousands):
Depreciation and amortization:
Feed Ingredients
Food Ingredients
Fuel Ingredients
Corporate Activities
Total
Capital expenditures:
Feed Ingredients
Food Ingredients
Fuel Ingredients
Corporate Activities
Total (a)
December 31,
2016
January 2,
2016
January 3,
2015
$
$
$
$
178,845
70,120
28,531
12,412
289,908
167,313
50,020
22,323
3,867
243,523
$
$
$
$
165,854
66,817
26,711
10,522
269,904
153,894
49,066
19,478
7,410
229,848
$
$
$
$
158,871
73,274
27,898
9,474
269,517
135,923
61,657
21,392
9,946
228,918
(a) Excludes the immaterial capital assets acquired in fiscal 2016 and fiscal 2015 and the VION Acquisition
and Custom Blenders acquisition in fiscal 2014 of approximately $984.2 million.
Geographic Area Net Trade Revenues (in thousands):
North America
Europe
China
South America
Other
Total
December 31,
2016
1,817,659
1,225,397
218,480
61,276
75,303
3,398,115
$
$
January 2,
2016
1,951,421
1,066,779
234,978
68,226
76,042
3,397,446
$
$
January 3,
2015
2,131,978
1,438,320
229,876
73,241
83,028
3,956,443
$
$
The Company attributes revenues from external customers to individual foreign countries based on the origin of the
Company's shipments.
Long-lived assets related to the Company's operations in North America, Europe, China, South American and other
were as follows (in thousands):
Page 119
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
North America
Europe
China
South America
Other
Total
FY 2016
Long-Lived Assets
FY 2015
Long-Lived Assets
$
$
2,411,489 $
1,158,087
152,150
74,837
8,152
3,804,715 $
2,375,919
1,215,341
169,832
60,396
7,343
3,828,831
NOTE 21. QUARTERLY FINANCIAL DATA (UNAUDITED AND IN THOUSANDS EXCEPT PER SHARE AMOUNTS):
Net sales
Operating income
Income from operations before
income taxes
Net income
Net (income)/loss attributable to
minority interests
Net income/(loss) attributable to
Darling
Basic earnings per share
Diluted earnings per share
Year Ended December 31, 2016
First
Quarter (a)
Second
Quarter (a)
Third
Quarter
Fourth
Quarter (b)
$
779,641
26,692
$
877,341
54,467
$
853,856
35,528
$
887,277
35,380
4,526
2,663
(1,584)
1,079
0.01
0.01
41,974
33,991
(1,992)
31,999
0.19
0.19
28,146
28,890
(196)
28,694
0.17
0.17
47,893
41,680
(1,139)
40,541
0.25
0.25
(a) Included in net income are $0.3 million in integration costs in the first quarter of fiscal 2016, $0.1 million in
integration costs in the second quarter of fiscal 2016 primarily relating to the integration of the Company's
Canadian subsidiary Rothsay (“Rothsay”).
(b)
Included in net income is approximately $5.6 million related to a recorded insurance settlement gain in the
Netherlands relating to a December 2015 casualty fire.
Net sales
Operating income
Income from operations before
income taxes
Net income
Net (income)/loss attributable to
minority interests
Net income/(loss) attributable to
Darling
Basic earnings per share
Diluted earnings per share
$
First
Quarter (c)
874,694
31,825
3,939
1,824
Year Ended January 2, 2016
Second
Quarter (c), (d)
859,315
$
39,292
Third
Quarter (c)
853,762
38,808
$
Fourth
Quarter (c), (d)
809,675
$
32,719
9,602
4,937
(1,715)
(1,857)
109
—
—
3,080
0.02
0.02
502
(7,357)
(1,730)
(9,087)
(0.06)
(0.06)
84,737
85,875
(1,446)
84,429
0.51
0.51
(c)
(d)
Included in net income are $5.3 million in integration costs in the first quarter of fiscal 2015, $1.2 million in
integration costs in the second quarter of fiscal 2015, $1.3 million in integration costs in the third quarter of
fiscal 2015 and $0.5 million in the fourth quarter of fiscal 2015 primarily relating to the integration of Darling
Ingredients International and Rothsay.
Included in net income in the second quarter of fiscal 2015 is approximately $10.6 million for the write-off of
deferred loan costs resulting from the payoff of the Euro Term Loan B. Additionally, included in net income for
the fourth quarter of fiscal 2015 were the Company's portion of all blenders tax credit recorded by the DGD
Joint Venture and the Company's other processing facilities, which amounted to approximately$85.4 million.
Page 120
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
NOTE 22. RELATED PARTY TRANSACTIONS
Raw Material Agreement
The Company has entered into a Raw Material Agreement with the DGD Joint Venture pursuant to which the Company
will offer to supply certain animal fats and used cooking oil at market prices, up to the DGD Joint Venture's full
operational requirement of feedstock, but the DGD Joint Venture is not obligated to purchase the raw material offered
by the Company. Additionally, the Company may offer other feedstocks to the DGD Joint Venture, such as inedible
corn oil, purchased on a resale basis. For the years ended December 31, 2016, January 2, 2016 and January 3, 2015,
the Company has recorded sales to the DGD Joint Venture of approximately $150.5 million, $158.7 million and $159.8
million, respectively. At December 31, 2016 and January 2, 2016, the Company has approximately $6.3 million and
$5.1 million in outstanding receivables due from the DGD Joint Venture, respectively. In addition, the Company has
eliminated additional sales of approximately $4.1 million, $5.0 million and $5.1 million for the year ended
December 31, 2016, January 2, 2016 and January 3, 2015, respectively to the DGD Joint Venture and deferred the
Company's portion of profit on those sales relating to inventory assets still remaining on the DGD Joint Venture's
balance sheet at December 31, 2016, January 2, 2016 and January 3, 2015 of approximately $0.7 million, $0.8 million
and $1.3 million, respectively.
Revolving Loan Agreement
On February 23, 2015, Darling through its wholly owned subsidiary Darling Green Energy LLC, (“Darling Green”)
and a third party Diamond Alternative Energy, LLC (“Diamond Alternative” and together with Darling Green, the
“DGD Lenders”) entered into a revolving loan agreement (the “DGD Loan Agreement”) with the DGD Joint Venture
Opco. The DGD Lenders have committed to make loans available to Opco in the total amount of $10.0 million with
each lender committed to $5.0 million of the total commitment. Any borrowings by Opco under the DGD Loan
Agreement are at the applicable annum rate equal to the sum of (a) the LIBO Rate (meaning Reuters BBA Libor Rates
Page 3750) on such day plus (b) 2.50%. The DGD Loan Agreement matures on December 31, 2017, unless extended
by agreement of the parties. The Opco borrowed and repaid $2.5 million and $3.5 million in fiscal 2016 and fiscal
2015, respectively plus an insignificant amount of interest to Darling Green. As of December 31, 2016, no amounts
are owed to Darling Green under the DGD Loan Agreement.
NOTE 23. NEW ACCOUNTING PRONOUNCEMENTS
In January 2017, the FASB issued ASU No. 2017-04 Simplifying the Test for Goodwill Impairment. This ASU amends
Topic 350, Intangibles-Goodwill and Other, which will simplify the goodwill impairment calculation by eliminating
Step 2 from the current goodwill impairment test. Under the new guidance, an entity should perform its annual, or
interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity
should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair
value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.
The ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the
implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of the assets and
liabilities as if that reporting unit had been acquired in a business combination. This ASU is effective for fiscal years
beginning after December 15, 2019 and interim periods within those fiscal years. The Company is currently evaluating
the impact of this standard.
In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business. This ASU amends
Topic 805, Business Combinations, which narrows the existing definition of a business and provides a framework for
evaluating whether a transaction should be accounted for as an acquisition (or disposal) of assets or a business. This
ASU requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in
a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities
(collectively, the set) is not a business. In order to be considered a business, the set would need to include an input
and a substantive process that together significantly contribute to the ability to create outputs. This ASU is effective
for fiscal year beginning after December 15, 2017 and interim periods within those fiscal years. The Company is
currently evaluating the impact of this standard.
In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash. This ASU amends Topic 230, Statement of
Cash Flows, which includes new guidance on the classification and presentation of restricted cash in the statement
of cash flows in order to eliminate the discrepancies that currently exist in how companies present these changes.
Page 121
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
This ASU requires restricted cash to be included with cash and cash equivalents when explaining the changes in cash
in the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2017 and interim
periods within those fiscal years. The Company is currently evaluating the impact of this standard.
In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments.
This ASU amends Topic 230, Statement of Cash Flows, which is intended to reduce the existing diversity in practice
for classifying various types of cash flows including debt extinguishment costs, zero-coupon debt, contingent
consideration related to business combinations, insurance proceeds, equity method distributions and beneficial interest
in securitizations. This ASU is effective for fiscal years beginning after December 15, 2017 and interim periods within
those fiscal years. The Company is currently evaluating the impact of this standard.
In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting.
This ASU amends Topic 718, Compensation - Stock Compensation, which simplifies several aspects of the accounting
for share-based payments, including immediate recognition of all excess tax benefits and deficiencies in the income
statement, changing the threshold to qualify for equity classification up to the employee' maximum statutory tax rates,
allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest
or account for forfeitures as they occur, and clarifying the classification on the statement of cash flows for the excess
tax benefit and employee taxes paid when an employer withholds shares for tax-withholding purposes. Early adoption
is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim
period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period.
An entity that elects early adoption must adopt all of the amendments in the same period. The ASU is effective January
1, 2017. The initial adoption of this ASU is not expected to have a material impact on the Company's consolidated
financial statements.
In March 2016, the FASB issued ASU No. 2016-07, Simplifying the Transition to the Equity Method of Accounting.
This ASU amends Topic 323, Investments - Equity Method and Joint Venture, which eliminates the requirements to
retrospectively apply equity method accounting when an entity increases ownership or influence in a previously held
investment. The ASU is effective for fiscal years beginning after December 15, 2016 and for interim periods therein.
The adoption of this standard will not have a material impact on the Company's consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (topic 842). Under the new ASU, lessees will be required
to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a
lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted
basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a
specified asset for the lease term. Under the new guidance lessor accounting is largely unchanged. The new lease
guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease
assets and lease liabilities. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and
operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after,
the beginning of the earliest comparative period presented in the financial statements. The modified retrospective
approach would not require any transition accounting for leases that expired before the earliest comparative period
presented. This ASU is effective for public companies for fiscal years beginning after December 15, 2018, including
interim periods within those fiscal years, with early adoption permitted. The Company is assessing the impact of this
new standard, specifically on its consolidated balance sheets, and does not expect adoption to significantly change
the recognition, measurement or presentation of lease expense within the consolidated statements of operations or
cash flows.
In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. This ASU amends
Topic 330, Inventory. The ASU simplifies the measurement of inventory by requiring certain inventory to be measured
at the lower of cost and net realizable value. The ASU is effective for financial statements issued for fiscal years
beginning after December 15, 2016 and for interim periods therein. The adoption of this standard will not have a
material impact on the Company's consolidated financial statements.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which will
supersede nearly all existing revenue recognition guidance under GAAP. The new ASU introduces a new five-step
revenue recognition model in which an entity should recognize revenue to depict the transfer of promised goods or
services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange
for those goods or services. In addition, this ASU requires disclosures sufficient to enable the users to understand the
nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including
qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in
Page 122
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
judgments, and assets recognized from the costs to obtain or fulfill a contract. In July 2015, the FASB deferred the
elective date of the standard by one year. This ASU allows for either full retrospective or modified retrospective
adoption and will become effective for the Company for the fiscal years beginning after December 15, 2017. The
Company has substantially completed its assessment of this ASU to identify any potential changes in the amount and
timing of revenue recognition for its current contracts and the expected impact on the Company's business processes,
systems and controls. Based on this initial assessment, except for possible income statement reclassifications, the
Company does not expect the adoption of ASU No. 2014-09 to have a material impact on the Company's operations,
cash flows and financial position. The Company is currently evaluating ASU No. 2014-09 to determine the transition
method to utilize at adoption and any additional disclosures required.
NOTE 24. GUARANTOR FINANCIAL INFORMATION
The Company's 5.375% Notes and 4.75% Notes (see Note 10) are guaranteed on a senior unsecured basis by the
following Notes Guarantors, each of which is a 100% directly or indirectly owned subsidiary of Darling and which
constitute all of Darling's existing restricted subsidiaries that are Credit Agreement Guarantors (other than Darling's
foreign subsidiaries, Darling Global Finance B.V., which issued the 4.75% Notes and is discussed further below, or
any receivables entity): Darling National, Griffin and its subsidiary Craig Protein, Darling AWS LLC, Terra Holding
Company, Darling Global Holdings Inc., Darling Northstar LLC, TRS, EV Acquisition, Inc., Rousselot Inc., Rousselot
Dubuque Inc., Sonac USA LLC and Rousselot Peabody Inc. In addition, the 4.75% Notes, which were issued by
Darling Global Finance B.V., a wholly-owned indirect subsidiary of Darling, are guaranteed on a senior unsecured
basis by Darling. The Notes Guarantors, and Darling in the case of the 4.75% Notes, fully and unconditionally
guaranteed the 5.375% Notes and 4.75% Notes on a joint and several basis. The following financial statements present
condensed consolidating financial data for (i) Darling, (ii) the combined Notes Guarantors, (iii) the combined other
subsidiaries of the Company that did not guarantee the 5.375% Notes or the 4.75% 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, 2016 and January 2, 2016, and the condensed consolidating statements
of operations, the condensed consolidating statements of comprehensive income and the condensed consolidating
statements of cash flows for the years ended December 31, 2016, January 2, 2016 and January 3, 2015. Separate
financial information is not presented for Darling Global Finance B.V. since it was formed as a special purpose finance
subsidiary for the purpose of issuing the 4.75% Notes and therefore does not have any substantial operations or assets.
Page 123
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Condensed Consolidating Balance Sheet
As of December 31, 2016
(in thousands)
ASSETS
Cash and cash equivalents
Restricted cash
Accounts receivable
Inventories
Income taxes refundable
Prepaid expenses
Other current assets
Total current assets
Investment in subsidiaries
Property, plant and equipment, net
Intangible assets, net
Goodwill
Investment in unconsolidated subsidiaries
Other assets
Deferred income taxes
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt
Accounts payable
Income taxes payable
Accrued expenses
Total current liabilities
Long-term debt, net of current portion
Other noncurrent liabilities
Deferred income taxes
Total liabilities
Total stockholders' equity
Parent
Guarantors
Non-guarantors
Eliminations
Consolidated
$
$
$
$
1,470 $
103
39,209
16,573
3,566
11,152
5,859
77,932
4,296,200
233,456
13,746
21,860
1,438
36,063
—
5,754 $
—
97,220
85,890
—
2,769
3,165
194,798
1,154,398
497,312
291,724
549,960
—
396,222
—
107,340 $
190
339,251
228,352
3,913
16,063
19,221
714,330
909,263
784,807
406,457
654,073
291,279
160,505
14,990
— $
—
(87,283)
—
—
—
(6,475)
(93,758)
(6,359,861)
—
—
—
—
(549,177)
—
114,564
293
388,397
330,815
7,479
29,984
21,770
893,302
—
1,515,575
711,927
1,225,893
292,717
43,613
14,990
4,680,695 $
3,084,414 $
3,935,704 $
(7,002,796) $
4,698,017
4,220 $
116,075
(383)
86,581
206,493
1,109,523
63,072
140,543
1,519,631
3,161,064
4,680,695 $
— $
25,502 $
(6,475) $
18,142
373
33,834
52,349
—
—
—
52,349
3,032,065
3,084,414 $
130,718
4,923
125,624
286,767
1,167,349
33,042
205,591
1,692,749
2,242,955
3,935,704 $
(84,040)
—
(3,243)
(93,758)
(549,176)
—
—
(642,934)
(6,359,862)
(7,002,796) $
23,247
180,895
4,913
242,796
451,851
1,727,696
96,114
346,134
2,621,795
2,076,222
4,698,017
Page 124
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Condensed Consolidating Balance Sheet
As of January 2, 2016
(in thousands)
ASSETS
Cash and cash equivalents
Restricted cash
Accounts receivable
Inventories
Income taxes refundable
Prepaid expenses
Other current assets
Total current assets
Investment in subsidiaries
Property, plant and equipment, net
Intangible assets, net
Goodwill
Investment in unconsolidated subsidiary
Other assets
Deferred income taxes
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt
Accounts payable
Income tax payable
Accrued expenses
Total current liabilities
Long-term debt, net of current portion
Other noncurrent liabilities
Deferred income taxes
Total liabilities
Total stockholders' equity
Parent
Guarantors
Non-guarantors
Eliminations
Consolidated
$
$
$
$
3,443 $
102
184,472
13,564
7,695
13,322
5,273
227,871
4,072,855
224,208
17,794
21,860
—
36,488
—
3,993 $
—
81,644
89,078
—
2,262
24
177,001
1,141,644
477,446
326,231
549,690
—
499,764
—
149,448 $
229
310,932
241,941
4,268
20,591
22,852
750,261
837,604
806,513
438,324
661,552
247,238
314,893
16,352
— $
—
(205,656)
—
—
—
(17,689)
(223,345)
(6,052,103)
—
—
—
—
(809,522)
—
156,884
331
371,392
344,583
11,963
36,175
10,460
931,788
—
1,508,167
782,349
1,233,102
247,238
41,623
16,352
4,601,076 $
3,171,776 $
4,072,737 $
(7,084,970) $
4,760,619
20,328 $
6,981
(383)
82,854
109,780
1,234,002
57,578
147,416
1,548,776
3,052,300
4,601,076 $
— $
42,527 $
(17,689) $
210,926
373
29,037
240,336
—
1,999
—
242,335
2,929,441
3,171,776 $
122,136
6,689
143,547
314,899
1,461,371
38,232
213,265
2,027,767
2,044,970
4,072,737 $
(190,045)
—
(15,613)
(223,347)
(809,522)
—
—
(1,032,869)
(6,052,101)
(7,084,970) $
45,166
149,998
6,679
239,825
441,668
1,885,851
97,809
360,681
2,786,009
1,974,610
4,760,619
Page 125
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Condensed Consolidating Statements of Operations
For the year ended December 31, 2016
(in thousands)
Parent
Guarantors
Non-guarantors
Eliminations
$
501,856 $
1,341,925 $
1,752,844 $
(198,510) $
Consolidated
3,398,115
Net sales
Cost and expenses:
Cost of sales and operating expenses
Selling, general and administrative expenses
Depreciation and amortization
Acquisition and integration costs
Total costs and expenses
Operating income
Interest expense
Foreign currency gains/(losses)
Other income/(expense), net
Equity in net income of unconsolidated subsidiaries
Earnings in investments in subsidiaries
Income/(loss) from operations before taxes
Income taxes (benefit)
Net (income)/loss attributable to noncontrolling
interests
392,876
130,573
41,106
—
564,555
(62,699)
(60,971)
122
(13,538)
(1,236)
223,347
85,025
(17,288)
1,085,582
51,029
105,261
—
1,241,872
100,053
17,492
(283)
106
—
—
117,368
14,669
—
—
1,361,786
132,403
143,541
401
1,638,131
114,713
(50,708)
(1,693)
9,566
71,615
—
143,493
17,934
(198,510)
—
—
—
(198,510)
—
—
—
—
—
(223,347)
(223,347)
—
(4,911)
120,648 $
—
(223,347) $
2,641,734
314,005
289,908
401
3,246,048
152,067
(94,187)
(1,854)
(3,866)
70,379
—
122,539
15,315
(4,911)
102,313
Net income/(loss) attributable to Darling
$
102,313 $
102,699 $
Condensed Consolidating Statements of Operations
For the year ended January 2, 2016
(in thousands)
Parent
Guarantors
Non-guarantors
Eliminations
$
475,213 $
1,363,279 $
1,759,800 $
(200,846) $
Consolidated
3,397,446
Net sales
Cost and expenses:
Cost of sales and operating expenses
Selling, general and administrative expenses
Depreciation and amortization
Acquisition and integration costs
Total costs and expenses
Operating income
Interest expense
Foreign currency gains/(losses)
Other income/(expense), net
Equity in net income of unconsolidated subsidiaries
Earnings in investments in subsidiaries
Income/(loss) from operations before taxes
Income taxes (benefit)
Net (income)/loss attributable to noncontrolling
interests
Net income/(loss) attributable to Darling
$
369,928
122,509
34,889
3,177
530,503
(55,290)
(60,945)
(123)
(22,455)
—
198,371
59,558
(18,973)
1,108,864
55,691
98,400
—
1,262,955
100,324
18,839
(1,649)
435
—
—
117,949
16,121
1,376,079
144,374
136,615
5,122
1,662,190
97,610
(63,424)
(3,139)
15,181
73,416
—
119,644
16,353
(200,846)
—
—
—
(200,846)
—
—
—
—
—
(198,371)
(198,371)
—
2,654,025
322,574
269,904
8,299
3,254,802
142,644
(105,530)
(4,911)
(6,839)
73,416
—
98,780
13,501
—
78,531 $
—
101,828 $
(6,748)
96,543 $
—
(198,371) $
(6,748)
78,531
Page 126
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Condensed Consolidating Statements of Operations
For the year ended January 3, 2015
(in thousands)
Parent
Guarantors
Non-guarantors
Eliminations
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
Foreign currency gains/(losses)
Other income/(expense), net
Equity in net income of unconsolidated subsidiary
Earnings in investments in subsidiaries
Income/(loss) from operations before taxes
Income taxes (benefit)
Net (income)/loss attributable to noncontrolling
interests
Net income/(loss) attributable to Darling
$
557,316 $
1,620,054 $
2,063,310 $
(284,237) $
Consolidated
3,956,443
421,883
145,258
31,183
20,410
618,734
(61,418)
(97,912)
(12,244)
(3,717)
—
223,790
48,499
(15,716)
1,330,038
54,070
83,957
—
1,468,065
151,989
21,231
(417)
(19)
—
—
172,784
17,534
1,655,487
175,252
154,377
4,257
1,989,373
73,937
(58,554)
(887)
3,854
65,609
—
83,959
11,323
(284,237)
—
—
—
(284,237)
—
(181)
—
181
—
(223,790)
(223,790)
—
3,123,171
374,580
269,517
24,667
3,791,935
164,508
(135,416)
(13,548)
299
65,609
—
81,452
13,141
—
64,215 $
—
155,250 $
$
(4,096)
68,540 $
—
(223,790) $
(4,096)
64,215
Net income
Other comprehensive income/(loss), net of tax:
Foreign currency translation
Pension adjustments
Corn option derivative adjustments
Total other comprehensive income, net of tax
Total comprehensive income/(loss)
Comprehensive income attributable to
noncontrolling interests
Comprehensive income/(loss) attributable to
Darling
Condensed Consolidating Statements of Comprehensive Income/(Loss)
For the year ended December 31, 2016
(in thousands)
Parent
Guarantors
Non-guarantors
Eliminations
$
107,224 $
102,699 $
120,648 $
(223,347) $
Consolidated
107,224
—
1,766
625
2,391
109,615
—
—
—
—
102,699
(5,593)
(2,782)
—
(8,375)
112,273
—
—
—
—
(223,347)
(5,593)
(1,016)
625
(5,984)
101,240
—
—
3,015
— $
3,015
$
109,615 $
102,699 $
109,258 $
(223,347) $
98,225
Page 127
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Condensed Consolidating Statements of Comprehensive Income/(Loss)
For the year ended January 2, 2016
(in thousands)
Parent
Guarantors
Non-guarantors
Eliminations
Net income
Other comprehensive income (loss), net of tax:
Foreign currency translation
Pension adjustments
Corn option derivative adjustments
Total other comprehensive income, net of tax
Total comprehensive income (loss)
Comprehensive income attributable to
noncontrolling interests
Comprehensive income/(loss) attributable to
Darling
$
85,279 $
101,828 $
96,543 $
(198,371) $
Consolidated
85,279
—
83
1,767
1,850
87,129 $
—
109
—
109
101,937 $
(162,436)
4,010
—
(158,426)
(61,883) $
—
—
—
—
(198,371) $
(162,436)
4,202
1,767
(156,467)
(71,188)
—
—
9,139
—
9,139
87,129 $
101,937 $
(71,022) $
(198,371) $
(80,327)
$
$
Net income
Other comprehensive income (loss), net of tax:
Foreign currency translation
Pension adjustments
Natural gas swap derivative adjustments
Corn option derivative adjustments
Total other comprehensive income, net of tax
Total comprehensive income (loss)
Comprehensive income attributable to
noncontrolling interests
Comprehensive income/(loss) attributable to
Darling
Condensed Consolidating Statements of Comprehensive Income/(Loss)
For the year ended January 3, 2015
(in thousands)
Parent
Guarantors
Non-guarantors
Eliminations
$
68,311 $
155,250 $
68,540 $
(223,790) $
Consolidated
68,311
—
(11,844)
(113)
(1,259)
(13,216)
55,095 $
—
(34)
—
—
(34)
155,216 $
(119,684)
(8,503)
—
—
(128,187)
(59,647) $
—
—
—
—
—
(223,790) $
(119,684)
(20,381)
(113)
(1,259)
(141,437)
(73,126)
—
—
10,296
—
10,296
55,095 $
155,216 $
(69,943) $
(223,790) $
(83,422)
$
$
Page 128
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Condensed Consolidating Statements of Cash Flows
For the year ended December 31, 2016
(in thousands)
Cash flows from operating activities:
Net income
Earnings in investments in subsidiaries
Other operating cash flows
Net cash provided/(used) by operating activities
Cash flows from investing activities:
Capital expenditures
Acquisitions, net of cash acquired
Investment in subsidiaries and affiliates
Note receivable from affiliates
Gross proceeds from sale of property, plant and
equipment and other assets
Proceeds from insurance settlements
Payments related to routes and other intangibles
Net cash provide/(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
Net overdraft financing
Deferred loan costs
Issuance of common stock
Repurchase of treasury stock
Contributions from parent
Minimum withholding taxes paid on stock awards
Distributions to noncontrolling interests
Parent
Guarantors
Non-guarantors
Eliminations
Consolidated
$
107,224 $
(223,347)
317,040
200,917
102,699 $
120,648 $
—
(100,970)
1,729
—
67,742
188,390
(223,347) $
223,347
—
—
107,224
—
283,812
391,036
(51,330)
—
—
—
2,784
—
—
(48,546)
—
(143,935)
94,000
(94,000)
—
(3,879)
188
(5,000)
—
(1,718)
—
(91,340)
—
(12,754)
103,056
1,070
—
—
32
—
—
—
—
—
—
—
—
—
—
—
—
—
1,761
3,993
5,754 $
(100,853)
(8,511)
—
(103,056)
3,475
1,537
(23)
(207,431)
36,327
(60,493)
5,276
(10,028)
1,071
—
—
—
12,754
(125)
(1,552)
—
—
12,754
—
—
—
—
12,754
—
—
—
—
—
—
—
—
(12,754)
—
—
(243,523)
(8,511)
—
—
7,329
1,537
(23)
(243,191)
36,327
(204,428)
99,276
(104,028)
1,071
(3,879)
188
(5,000)
—
(1,843)
(1,552)
(16,770)
(12,754)
(183,868)
(6,297)
(42,108)
149,448
107,340 $
—
—
—
— $
(6,297)
(42,320)
156,884
114,564
Net cash provided/(used) in financing activities
(154,344)
Effect of exchange rate changes on cash and cash
equivalent
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
$
—
(1,973)
3,443
1,470 $
Page 129
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Condensed Consolidating Statements of Cash Flows
For the year ended January 2, 2016
(in thousands)
Parent
Guarantors
Non-guarantors
Eliminations
Consolidated
Cash flows from operating activities:
Net income/(loss)
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 subsidiaries and affiliates
Note receivable from affiliates
Gross proceeds from sale of property, plant and
equipment and other assets
Proceeds from insurance settlements
Payments related to routes and other intangibles
Net cash provided/(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
Net overdraft financing
Deferred loan costs
Issuances of common stock
Repurchase of treasury stock
Contributions from parent
Minimum withholding taxes paid on stock awards
Deductions to noncontrolling interest
Distributions to noncontrolling interests
$
85,279 $
101,828 $
(198,371)
250,597
137,505
(46,574)
—
(20)
—
1,035
71
—
(45,488)
—
(16,111)
25,000
(90,000)
—
(7,295)
171
(5,912)
—
(4,874)
—
—
—
(53,098)
48,730
(91,702)
—
(45,103)
76,019
1,154
490
—
(59,142)
—
(55)
—
—
—
—
—
—
—
—
—
—
Net cash provided/(used) in financing activities
(99,021)
(55)
96,543 $
—
138,181
234,724
(198,371) $
198,371
—
—
85,279
—
335,680
420,959
(91,572)
(377)
29,541
(76,019)
1,651
—
(3,845)
(140,621)
590,745
(593,089)
53,244
(76,755)
(1,261)
(10,015)
—
—
15,582
—
(87)
(3,295)
(24,931)
—
—
15,582
—
—
—
—
15,582
—
—
—
—
—
—
—
—
(15,582)
—
—
—
(229,848)
(377)
—
—
3,840
561
(3,845)
(229,669)
590,745
(609,255)
78,244
(166,755)
(1,261)
(17,310)
171
(5,912)
—
(4,874)
(87)
(3,295)
(15,582)
(139,589)
Effect of exchange rate changes on cash and cash
equivalents
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
$
—
(7,004)
10,447
3,443 $
—
(10,467)
14,460
3,993 $
(3,601)
65,571
83,877
149,448 $
—
—
—
— $
(3,601)
48,100
108,784
156,884
Page 130
DARLING INGREDIENTS INC.
Notes to Consolidated Financial Statements (continued)
Condensed Consolidating Statements of Cash Flows
For the year ended January 3, 2015
(in thousands)
Parent
Guarantors
Non-guarantors
Eliminations
Consolidated
Cash flows from operating activities:
Net income/(loss)
Earnings in investments in subsidiaries
Other operating cash flows
Net cash provided/(used) by operating
activities
Cash flows from investing activities:
Capital expenditures
Acquisitions, net of cash acquired
$
68,311 $
155,250 $
(223,790)
226,120
—
(34,238)
68,540 $
—
14,979
(223,790) $
223,790
—
70,641
121,012
83,519
(39,248)
—
(84,299)
(19,394)
(105,371)
(2,075,006)
—
—
—
Investment in subsidiaries and affiliates
(1,483,007)
(1,442,788)
(440,619)
3,366,414
Note receivable from affiliates
—
(204,074)
204,074
—
Gross proceeds from sale of property, plant and
equipment and other assets
Proceeds from insurance settlements
Payments related to routes and other intangibles
Net cash provided/(used) in investing activities
1,522
1,350
(9,640)
(1,529,023)
5,155
200
—
(1,745,200)
2,585
—
(1,648)
(2,415,985)
—
—
—
3,366,414
Cash flows from financing activities:
Proceeds from long-term debt
Payments on long-term debt
Borrowing from revolving credit facility
Payments on revolving credit facility
Net overdraft financing
Deferred loan costs
Issuances of common stock
1,100,000
(264,500)
122,445
(297,445)
—
(41,748)
416
—
(87)
—
—
—
—
—
742,184
(69,175)
47,698
(54,144)
4,077
(3,475)
—
—
—
—
—
—
—
—
Contributions from parent
—
1,632,618
1,733,796
(3,366,414)
Minimum withholding taxes paid on stock awards
(10,026)
Excess tax benefits from stock-based
compensation
Addition of noncontrolling interest
Distributions to noncontrolling interests
2,420
—
—
—
—
—
—
—
—
1,201
(4,272)
—
—
—
—
68,311
—
206,861
275,172
(228,918)
(2,094,400)
—
—
9,262
1,550
(11,288)
(2,323,794)
1,842,184
(333,762)
170,143
(351,589)
4,077
(45,223)
416
—
(10,026)
2,420
1,201
(4,272)
Net cash provided/(used) in financing activities
611,562
1,632,531
2,397,890
(3,366,414)
1,275,569
Effect of exchange rate changes on cash and cash
equivalents
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
—
(846,820)
857,267
$
10,447 $
—
8,343
6,117
14,460 $
10,980
76,404
7,473
83,877 $
—
—
—
— $
10,980
(762,073)
870,857
108,784
Page 131
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 Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 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, 2016. 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) (2013).
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, 2016.
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 132
(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 other than SOX control changes related to the upgrade of accounting
software at its international operations 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 133
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 2017 annual meeting of stockholders, which will be filed no later than 120 days after
December 31, 2016, and such information is incorporated herein by reference.
The Company has adopted the Darling Ingredients Inc. Code of Conduct (“Code of 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. A copy of the Company’s Code of Conduct has been posted on the “Investor” portion of our web
site, at www.darlingii.com. We intend to satisfy the disclosure requirements of the SEC regarding amendments to, or waivers
from, the Code of Conduct by posting such information on the same web site.
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 2017 annual meeting of stockholders, which will be filed no later than 120
days after December 31, 2016, and such information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
EQUITY COMPENSATION PLANS
The following table sets forth certain information as of December 31, 2016, 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.
(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))
3,500,409
(1)
$11.56
4,566,505
–
3,500,409
–
$11.56
–
4,566,505
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 Plan (the “2004 Plan”) and the 2012 Omnibus Incentive Plan (the “2012 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 2012 Plan, which are substantially similar to the 2004 Plan.
Page 134
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 2017 annual meeting of stockholders, which will be filed no later than 120 days after December 31, 2016, and such
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 2017 annual meeting of stockholders, which will
be filed no later than 120 days after December 31, 2016, and such 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 2017 annual meeting of
stockholders, which will be filed no later than 120 days after December 31, 2016, and such information is incorporated herein by
reference.
Page 135
PART IV
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, 2016 and January 2, 2016
Consolidated Statements of Operations -
Three years ended December 31, 2016
Consolidated Statements of Comprehensive Income -
Three years ended December 31, 2016
Consolidated Statements of Stockholders’ Equity -
Three years ended December 31, 2016
Consolidated Statements of Cash Flows -
Three years ended December 31, 2016
Notes to Consolidated Financial Statements
Page
74
75
77
78
79
80
81
82
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 136
(3) Exhibits
(With regard to applicable cross-references in the list of exhibits below, the Company's Current, Quarterly and Annual
Reports are filed with the Securities and Exchange Commission under File No. 001-13323).
Exhibit No.
2.1
2.2
2.3
3.1
3.2
3.3
3.4
3.5
4.1
4.2
4.3
4.4
4.5
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
(Securities and Exchange Commission File No. 001-13323) and incorporated herein by reference).
Acquisition Agreement, dated as of August 23, 2013, by and between Darling International Inc. and Maple
Leaf Foods Inc. (the schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K and will be furnished to the SEC upon request) (filed as Exhibit 2.1 to the Company’s
Current Report on Form 8-K filed August 26, 2013 and incorporated herein by reference).
Sale and Purchase Agreement, dated as of October 5, 2013, by and between Darling International Inc. and
VION Holding N.V. (certain immaterial schedules and exhibits have been omitted pursuant to Item 601(b)
(2) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request) (filed
as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed October 10, 2013 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).
Certificate of Amendment of Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to
the Company's Current Report on Form 8-K filed November 27, 2013 and incorporated herein by
reference).
Certificate of Amendment of Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to
the Company's Current Report on Form 8-K filed May 7, 2014 and incorporated herein by reference).
Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to the Company’s Current Report on
Form 8-K filed May 7, 2014 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, Preferences 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).
Senior Notes Indenture, dated as of January 2, 2014, by and among Darling Escrow Corporation, the
subsidiary guarantors party thereto from time to time and U.S. Bank National Association, as trustee (filed
as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed January 10, 2014 and incorporated
herein by reference).
Supplemental Indenture, dated as of January 8, 2014, by and among Darling Escrow Corporation, Darling
International Inc., Craig Protein Division, Inc., Darling AWS LLC, Darling National LLC, Darling Northstar
LLC, Darling Global Holdings Inc., EV Acquisition, Inc., Griffin Industries LLC, Terra Holding Company
and Terra Renewal Services 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 January 10, 2014 and incorporated herein by reference).
Supplemental Indenture, dated as of April 4, 2014, by and among Darling International Inc., Craig Protein
Division, Inc., Darling AWS LLC, Darling National LLC, Darling Northstar LLC, Darling Global Holdings
Inc., EV Acquisition, Inc., Griffin Industries LLC, Terra Holding Company, Terra Renewal Services Inc.,
Rousselot Dubuque Inc., Rousselot Inc., Rousselot Peabody Inc., Sonac USA LLC and U.S. Bank National
Association, as trustee (filed as Exhibit 4.5 to the Company’s Registration Statement on Form S-4 filed July
15, 2014 and incorporated herein by reference).
Page 137
4.6
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
Senior Notes Indenture, dated as of June 3, 2015, by and among Darling Global Finance B.V., Darling
Ingredients Inc., the subsidiary guarantors party thereto from time to time, Citibank, N.A., London Branch,
as trustee and principal paying agent, and Citigroup Global Markets Deutschland AG, as principal registrar
(filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 3, 2015 and incorporated
herein by reference).
Second Amended and Restated Credit Agreement, dated as of January 6, 2014, by and among Darling
International Inc., the other borrowers party thereto from time to time, the lenders party thereto, JPMorgan
Chase Bank, N.A., as administrative agent, and the other agents from time to time party thereto (filed as
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 10, 2014 and incorporated herein
by reference).
First Amendment to the Second Amended and Restated Credit Agreement, dated as of May 13, 2015, among
the Company, as the parent borrower, the other subsidiary borrowers party thereto, JPMorgan Chase Bank,
N.A., as administrative agent, and certain lenders party thereto (filed as Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed May 15, 2015 and incorporated herein by reference).
Second Amendment to the Second Amended and Restated Credit Agreement, dated as of September 23,
2015, among the Company, as the parent borrower, the other subsidiary borrowers party thereto, JPMorgan
Chase Bank, N.A., as administrative agent, and certain lenders party thereto (filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed September 25, 2015 and incorporated herein by reference).
Third Amendment to the Second Amended and Restated Credit Agreement, dated as of October 14, 2015,
among the Company, as the parent borrower, the other subsidiary borrowers party thereto, JPMorgan Chase
Bank, N.A., as administrative agent, and certain lenders party thereto (filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed October 14, 2015 and incorporated herein by reference).
Fourth Amendment, dated as of December 16, 2016, to Second Amended and Restated Credit Agreement by
and among Darling Ingredients Inc., as the parent borrower, the other subsidiary borrowers party thereto, the
subsidiary guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders party
thereto (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 20, 2016 and
incorporated herein by reference).
Second Amended and Restated Security Agreement, dated as of January 6, 2014, 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 January 10, 2014 and incorporated herein by reference).
Second Amended and Restated Guaranty Agreement, dated as of January 6, 2014, 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 10.3 to the Company’s
Current Report on Form 8-K filed January 10, 2014 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).
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 (Securities and Exchange Commission File No. 001-13323) 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 (Securities and Exchange Commission File No. 001-13323) and incorporated
herein by reference).
Page 138
10.13 *
10.14 *
10.15 *
10.16 *
10.17 *
10.18 *
10.19 *
10.20 *
10.21 *
10.22 *
10.23 *
10.24 *
10.25 *
10.26 *
10.27 *
10.28 *
10.29 *
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 (Securities and Exchange Commission File No. 000-24620), 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 (Securities and Exchange Commission File
No. 000-24620) and incorporated herein by reference).
Amendment to Darling International Inc. 2004 Omnibus Incentive Plan (filed herewith).
Darling International Inc. 2012 Omnibus Incentive Plan (filed as Exhibit 99 to the Company’s Registration
Statement on Form S-8 filed May 31, 2012 and incorporated herein by reference).
Amendment to Darling International Inc. 2012 Omnibus Incentive Plan (filed herewith).
Form of Performance Award Agreement for use in connection with awards under the 2012 Omnibus
Incentive Plan (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 12, 2016
and incorporated herein by reference).
Form of Stock Option Notice and Agreement for use in connection with awards under the 2012 Omnibus
Incentive Plan (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed May 12, 2016
and incorporated herein by reference).
Form of Performance Unit Award Agreement under the Darling International Inc. 2012 Omnibus Incentive
Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 6, 2014 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 (Securities and Exchange Commission File No. 000-24620) 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 10.04 to the Company’s Current Report on Form 8-K filed January 21, 2009 (Securities and
Exchange Commission File No. 000-24620) 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).
Form of Notice of Grant of Restricted Stock Unit Award (Non-Employee Directors) under the Darling
International Inc. 2012 Omnibus Incentive Plan (filed as Exhibit 10.1 to the Company’s Quarterly Report on
Form 10-Q filed August 7, 2014 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 (Securities and Exchange Commission File
No. 000-24620) 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 10.01 to the Company’s Current Report on Form 8-K filed
January 21, 2009 (Securities and Exchange Commission File No. 000-24620), and incorporated herein by
reference).
Amendment No. 1, dated as of March 23, 2015, to Amended and Restated Employment Agreement between
Darling Ingredients Inc. and Randall C. Stuewe (filed as Exhibit 10.1 to the Company’s Current Report on
Form 8-K filed March 25, 2015 and incorporated herein by reference).
Employment Agreement, dated as of February 12, 2014, between Darling International Netherlands BV and
Dirk Kloosterboer (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 8,
2014 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 (Securities and Exchange Commission File No. 000-24620)
and incorporated herein by reference).
Page 139
10.30 *
10.31 *
10.32 *
10.33 *
10.34 *
21
23.1
23.2
31.1
31.2
32
99.1
101
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 (Securities and Exchange Commission
File No. 000-24620) 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 (Securities and Exchange Commission
File No. 001-13323) and incorporated herein by reference).
Senior Executive Termination Benefits Agreement, dated effective as of January 1, 2015, between Darling
Ingredients Inc. and John O. Muse (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed December 9, 2014 and incorporated herein by reference).
Senior Executive Termination Benefits Agreement, dated effective as of January 15, 2017, between Darling
Ingredients Inc. and Patrick C. Lynch (filed herewith).
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
(Securities and Exchange Commission File No. 000-24620), and incorporated herein by reference).
Subsidiaries of the Registrant (filed herewith).
Consent of KPMG LLP (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).
Consolidated Financial Statements of Diamond Green Diesel Holdings LLC and Subsidiary for the year
ended December 31, 2016 (filed herewith).
Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of
December 31, 2016 and January 2, 2016; (ii) Consolidated Statements of Operations for the years ended
December 31, 2016, January 2, 2016 and January 3, 2015; (iii) Consolidated Statements of Comprehensive
Income for the years ended December 31, 2016, January 2, 2016 and January 3, 2015; (iv) Consolidated
Statements of Stockholders’ Equity for the years ended December 31, 2016, January 2, 2016 and January 3,
2015; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2016, January 2, 2016
and January 3, 2015; (vi) Notes to the Consolidated Financial Statements.
The Exhibits are available upon request from the Company.
*
Management contract or compensatory plan or arrangement.
Page 140
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 INGREDIENTS INC.
By:
/s/ Randall C. Stuewe
Randall C. Stuewe
Chairman of the Board and
Chief Executive Officer
Date:
February 28, 2017
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/ D. Eugene Ewing
D. Eugene Ewing
/s/ Dirk Kloosterboer
Dirk Kloosterboer
/s/ Mary R. Korby
Mary R. Korby
/s/ Cynthia Pharr Lee
Cynthia Pharr Lee
/s/ Charles Macaluso
Charles Macaluso
/s/ Gary W. Mize
Gary W. Mize
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
February 28, 2017
Executive Vice President –
Chief Financial Officer
(Principal Financial and Accounting Officer)
February 28, 2017
February 28, 2017
February 28, 2017
February 28, 2017
February 28, 2017
February 28, 2017
February 28, 2017
Director
Director
Director
Director
Director
Director
Page 141
INDEX TO EXHIBITS
(With regard to applicable cross-references in the list of exhibits below, the Company's Current, Quarterly and Annual Reports
are filed with the Securities and Exchange Commission under File No. 001-13323).
2.1
2.2
2.3
3.1
3.2
3.3
3.4
3.5
4.1
4.2
4.3
4.4
4.5
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
(Securities and Exchange Commission File No. 001-13323) and incorporated herein by reference).
Acquisition Agreement, dated as of August 23, 2013, by and between Darling International Inc. and Maple
Leaf Foods Inc. (the schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K and will be furnished to the SEC upon request) (filed as Exhibit 2.1 to the Company’s
Current Report on Form 8-K filed August 26, 2013 and incorporated herein by reference).
Sale and Purchase Agreement, dated as of October 5, 2013, by and between Darling International Inc. and
VION Holding N.V. (certain immaterial schedules and exhibits have been omitted pursuant to Item 601(b)
(2) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request) (filed
as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed October 10, 2013 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).
Certificate of Amendment of Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to
the Company's Current Report on Form 8-K filed November 27, 2013 and incorporated herein by
reference).
Certificate of Amendment of Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to
the Company's Current Report on Form 8-K filed May 7, 2014 and incorporated herein by reference).
Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to the Company’s Current Report on
Form 8-K filed May 7, 2014 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, Preferences 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).
Senior Notes Indenture, dated as of January 2, 2014, by and among Darling Escrow Corporation, the
subsidiary guarantors party thereto from time to time and U.S. Bank National Association, as trustee (filed
as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed January 10, 2014 and incorporated
herein by reference).
Supplemental Indenture, dated as of January 8, 2014, by and among Darling Escrow Corporation, Darling
International Inc., Craig Protein Division, Inc., Darling AWS LLC, Darling National LLC, Darling Northstar
LLC, Darling Global Holdings Inc., EV Acquisition, Inc., Griffin Industries LLC, Terra Holding Company
and Terra Renewal Services 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 January 10, 2014 and incorporated herein by reference).
Supplemental Indenture, dated as of April 4, 2014, by and among Darling International Inc., Craig Protein
Division, Inc., Darling AWS LLC, Darling National LLC, Darling Northstar LLC, Darling Global Holdings
Inc., EV Acquisition, Inc., Griffin Industries LLC, Terra Holding Company, Terra Renewal Services Inc.,
Rousselot Dubuque Inc., Rousselot Inc., Rousselot Peabody Inc., Sonac USA LLC and U.S. Bank National
Association, as trustee (filed as Exhibit 4.5 to the Company’s Registration Statement on Form S-4 filed July
15, 2014 and incorporated herein by reference).
Page 142
4.6
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
Senior Notes Indenture, dated as of June 3, 2015, by and among Darling Global Finance B.V., Darling
Ingredients Inc., the subsidiary guarantors party thereto from time to time, Citibank, N.A., London Branch,
as trustee and principal paying agent, and Citigroup Global Markets Deutschland AG, as principal registrar
(filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 3, 2015 and incorporated
herein by reference).
Second Amended and Restated Credit Agreement, dated as of January 6, 2014, by and among Darling
International Inc., the other borrowers party thereto from time to time, the lenders party thereto, JPMorgan
Chase Bank, N.A., as administrative agent, and the other agents from time to time party thereto (filed as
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 10, 2014 and incorporated herein
by reference).
First Amendment to the Second Amended and Restated Credit Agreement, dated as of May 13, 2015, among
the Company, as the parent borrower, the other subsidiary borrowers party thereto, JPMorgan Chase Bank,
N.A., as administrative agent, and certain lenders party thereto (filed as Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed May 15, 2015 and incorporated herein by reference).
Second Amendment to the Second Amended and Restated Credit Agreement, dated as of September 23,
2015, among the Company, as the parent borrower, the other subsidiary borrowers party thereto, JPMorgan
Chase Bank, N.A., as administrative agent, and certain lenders party thereto (filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed September 25, 2015 and incorporated herein by reference).
Third Amendment to the Second Amended and Restated Credit Agreement, dated as of October 14, 2015,
among the Company, as the parent borrower, the other subsidiary borrowers party thereto, JPMorgan Chase
Bank, N.A., as administrative agent, and certain lenders party thereto (filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed October 14, 2015 and incorporated herein by reference).
Fourth Amendment, dated as of December 16, 2016, to Second Amended and Restated Credit Agreement by
and among Darling Ingredients Inc., as the parent borrower, the other subsidiary borrowers party thereto, the
subsidiary guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders party
thereto (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 20, 2016 and
incorporated herein by reference).
Second Amended and Restated Security Agreement, dated as of January 6, 2014, 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 January 10, 2014 and incorporated herein by reference).
Second Amended and Restated Guaranty Agreement, dated as of January 6, 2014, 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 10.3 to the Company’s
Current Report on Form 8-K filed January 10, 2014 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).
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 (Securities and Exchange Commission File No. 001-13323) 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 (Securities and Exchange Commission File No. 001-13323) and incorporated
herein by reference).
Page 143
10.13 *
10.14 *
10.15 *
10.16 *
10.17 *
10.18 *
10.19 *
10.20 *
10.21 *
10.22 *
10.23 *
10.24 *
10.25 *
10.26 *
10.27 *
10.28 *
10.29 *
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 (Securities and Exchange Commission File No. 000-24620), 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 (Securities and Exchange Commission File
No. 000-24620) and incorporated herein by reference).
Amendment to Darling International Inc. 2004 Omnibus Incentive Plan (filed herewith).
Darling International Inc. 2012 Omnibus Incentive Plan (filed as Exhibit 99 to the Company’s Registration
Statement on Form S-8 filed May 31, 2012 and incorporated herein by reference).
Amendment to Darling International Inc. 2012 Omnibus Incentive Plan (filed herewith).
Form of Performance Award Agreement for use in connection with awards under the 2012 Omnibus
Incentive Plan (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 12, 2016
and incorporated herein by reference).
Form of Stock Option Notice and Agreement for use in connection with awards under the 2012 Omnibus
Incentive Plan (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed May 12, 2016
and incorporated herein by reference).
Form of Performance Unit Award Agreement under the Darling International Inc. 2012 Omnibus Incentive
Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 6, 2014 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 (Securities and Exchange Commission File No. 000-24620) 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 10.04 to the Company’s Current Report on Form 8-K filed January 21, 2009 (Securities and
Exchange Commission File No. 000-24620) 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).
Form of Notice of Grant of Restricted Stock Unit Award (Non-Employee Directors) under the Darling
International Inc. 2012 Omnibus Incentive Plan (filed as Exhibit 10.1 to the Company’s Quarterly Report on
Form 10-Q filed August 7, 2014 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 (Securities and Exchange Commission File
No. 000-24620) 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 10.01 to the Company’s Current Report on Form 8-K filed
January 21, 2009 (Securities and Exchange Commission File No. 000-24620), and incorporated herein by
reference).
Amendment No. 1, dated as of March 23, 2015, to Amended and Restated Employment Agreement between
Darling Ingredients Inc. and Randall C. Stuewe (filed as Exhibit 10.1 to the Company’s Current Report on
Form 8-K filed March 25, 2015 and incorporated herein by reference).
Employment Agreement, dated as of February 12, 2014, between Darling International Netherlands BV and
Dirk Kloosterboer (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 8,
2014 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 (Securities and Exchange Commission File No. 000-24620)
and incorporated herein by reference).
Page 144
10.30 *
10.31 *
10.32 *
10.33 *
10.34 *
21
23.1
23.2
31.1
31.2
32
99.1
101
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 (Securities and Exchange Commission
File No. 000-24620) 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 (Securities and Exchange Commission
File No. 001-13323) and incorporated herein by reference).
Senior Executive Termination Benefits Agreement, dated effective as of January 1, 2015, between Darling
Ingredients Inc. and John O. Muse (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed December 9, 2014 and incorporated herein by reference).
Senior Executive Termination Benefits Agreement, dated effective as of January 15, 2017, between Darling
Ingredients Inc. and Patrick C. Lynch (filed herewith).
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
(Securities and Exchange Commission File No. 000-24620), and incorporated herein by reference).
Subsidiaries of the Registrant (filed herewith).
Consent of KPMG LLP (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).
Consolidated Financial Statements of Diamond Green Diesel Holdings LLC and Subsidiary for the year
ended December 31, 2016 (filed herewith).
Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of
December 31, 2016 and January 2, 2016; (ii) Consolidated Statements of Operations for the years ended
December 31, 2016, January 2, 2016 and January 3, 2015; (iii) Consolidated Statements of Comprehensive
Income for the years ended December 31, 2016, January 2, 2016 and January 3, 2015; (iv) Consolidated
Statements of Stockholders’ Equity for the years ended December 31, 2016, January 2, 2016 and January 3,
2015; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2016, January 2, 2016
and January 3, 2015; (vi) Notes to the Consolidated Financial Statements.
The Exhibits are available upon request from the Company.
*
Management contract or compensatory plan or arrangement.
Page 145
Principal Office
Directors
Executive Officers
Randall C. Stuewe
Chairman and Director
since February 2003
D. Eugene Ewing
Director since 2011
Dirk Kloosterboer
Director since 2014
Mary R. Korby
Director since 2014
Cynthia Pharr Lee
Director since 2016
Charles Macaluso
Director since 2002
Gary W. Mize
Director since 2016
Randall C. Stuewe
Chief Executive Officer
Dirk Kloosterboer
Chief Operating Officer
Patrick C. Lynch
Executive Vice President
Chief Financial Officer
Rick A. Elrod
Executive Vice President
Darling U.S.A. Rendering
Jan van der Velden
Executive Vice President
Ecoson Rendac Sonac
(ERS)
John Bullock
Executive Vice President
Specialty Ingredients
and
Chief Strategy Officer
John F. Sterling
Executive Vice President
General Counsel and
Secretary
Darling Ingredients Inc.
251 O’Connor Ridge Blvd., Suite 300
Irving, Texas 75038
972.717.0300
www.darlingii.com
Transfer Agent and Registrar
Computershare
P.O. BOX 30170
College Station, TX 77842-3170
Overnight correspondence
Computershare
211 Quality Circle, Suite 210
College Station, TX 77845
www.computershare.com/investor
Independent Auditors
KPMG LLP
2323 Ross Ave., Suite 1400
Dallas, Texas 75201
Annual Meeting
May 9, 2017
10:00 a.m. Central Time
Four Seasons Resort and Club at Las Colinas
4150 North MacArthur Blvd.
Irving, Texas 75038
Form 10-K
Darling Ingredients Inc.’s Annual Report on Form
10-K is available upon request without charge:
c/o Investor Relations
Darling Ingredients Inc.
251 O’Connor Ridge Blvd., Suite 300
Irving, Texas 75038
www.darlingii.com