DAR-2013.09.28-10Q


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
FORM 10-Q
 
 (Mark One)      
/X/  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 28, 2013
OR
 
/  /  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
  For the transition period from _______ to _______
 
Commission File Number   001-13323

DARLING INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
 
 Delaware
 
 36-2495346
 (State or other jurisdiction     
 
(I.R.S. Employer
of incorporation or organization)   
 
Identification Number)
 
 
 
 251 O'Connor Ridge Blvd., Suite 300
 
 
 Irving, Texas
 
 75038
(Address of principal executive offices)  
 
(Zip Code)
 
Registrant's telephone number, including area code:  (972) 717-0300
 
    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 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 
 
 
Smaller reporting company       
 
 
 
 
 
 
 
(Do not check if a 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  
 
There were 118,215,166 shares of common stock, $0.01 par value, outstanding at October 31, 2013.

1



DARLING INTERNATIONAL INC. AND SUBSIDIARIES
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 28, 2013
 
 
TABLE OF CONTENTS   

 
 
 
 
Page No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  50
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2






DARLING INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
September 28, 2013 and December 29, 2012
(in thousands, except share data)

 
September 28,
2013
 
December 29,
2012
ASSETS
(unaudited)
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
8,011

 
$
103,249

Restricted cash
358

 
361

Accounts receivable, net
106,693

 
98,131

Inventories
71,280

 
65,065

Prepaid expenses
14,267

 
9,256

Income taxes refundable
5,171

 

Other current assets
4,193

 
1,591

Deferred income taxes
14,358

 
12,609

Total current assets
224,331

 
290,262

Property, plant and equipment, less accumulated depreciation of
   $361,585 at September 28, 2013 and $326,201 at December 29, 2012
522,262

 
453,927

Intangible assets, less accumulated amortization of
   $94,446 at September 28, 2013 and $73,021 at December 29, 2012
364,415

 
337,402

Goodwill
446,742

 
381,369

Investment in unconsolidated subsidiary
116,250

 
62,495

Other assets
39,635

 
26,961

 
$
1,713,635

 
$
1,552,416

LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

Current liabilities:
 

 
 

Current portion of long-term debt
$
86

 
$
82

Accounts payable, principally trade
48,554

 
54,014

Accrued expenses
99,595

 
77,588

Total current liabilities
148,235

 
131,684

Long-term debt, net of current portion
250,076

 
250,142

Other non-current liabilities
51,086

 
61,539

Deferred income taxes
105,931

 
46,615

Total liabilities
555,328

 
489,980

Commitments and contingencies


 


Stockholders’ equity:
 

 
 

     Common stock, $0.01 par value; 150,000,000 shares authorized;
        119,176,005 and 118,622,650 shares issued at September 28, 2013
        and at December 29, 2012, respectively
1,192

 
1,186

Additional paid-in capital
611,789

 
603,836

     Treasury stock, at cost;  960,839 and 807,659 shares at
       September 28, 2013 and at December 29, 2012, respectively
(12,631
)
 
(10,033
)
Accumulated other comprehensive loss
(27,293
)
 
(31,329
)
Retained earnings
585,250

 
498,776

Total stockholders’ equity
1,158,307

 
1,062,436

 
$
1,713,635

 
$
1,552,416


 The accompanying notes are an integral part of these consolidated financial statements.

3



DARLING INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
Three and nine months ended September 28, 2013 and September 29, 2012
(in thousands, except per share data)
(unaudited)


 
 
Three Months Ended
 
Nine Months Ended
 
September 28,
2013
 
September 29,
2012
 
September 28,
2013
 
September 29,
2012
Net sales
$
425,786

 
$
452,732

 
$
1,294,801

 
$
1,276,514

Costs and expenses:
 

 
 

 
 
 
 
Cost of sales and operating expenses
310,089

 
327,909

 
942,697

 
918,516

Selling, general and administrative expenses
42,588

 
38,523

 
124,843

 
112,786

Acquisition costs
8,326

 

 
9,157

 

Depreciation and amortization
23,131

 
20,524

 
67,074

 
62,958

Total costs and expenses
384,134

 
386,956

 
1,143,771

 
1,094,260

Operating income
41,652

 
65,776

 
151,030

 
182,254

 
 
 
 
 
 
 
 
Other expense:
 

 
 

 
 
 
 
Interest expense
(5,313
)
 
(5,868
)
 
(16,607
)
 
(18,546
)
Other income/(expense), net
(3,268
)
 
232

 
(2,619
)
 
(106
)
Total other expense
(8,581
)
 
(5,636
)
 
(19,226
)
 
(18,652
)
 
 
 
 
 
 
 
 
Equity in net income/(loss) of unconsolidated subsidiary
11,953

 
(833
)
 
8,796

 
(1,725
)
Income before income taxes
45,024

 
59,307

 
140,600

 
161,877

Income taxes
17,373

 
22,135

 
54,126

 
59,909

Net income
$
27,651

 
$
37,172

 
$
86,474

 
$
101,968

 
 
 
 
 
 
 
 
Basic income per share
$
0.23

 
$
0.32

 
$
0.73

 
$
0.87

Diluted income per share
$
0.23

 
$
0.31

 
$
0.73

 
$
0.86



 



The accompanying notes are an integral part of these consolidated financial statements.

4



DARLING INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three and nine months ended September 28, 2013 and September 29, 2012
(in thousands)
(unaudited)


 
Three Months Ended
 
Nine Months Ended
 
September 28, 2013
 
September 29, 2012
 
September 28, 2013
 
September 29, 2012
Net income
$
27,651

 
$
37,172

 
$
86,474

 
$
101,968

Other comprehensive income, net of tax:
 
 
 
 
 
 
 
Pension adjustments
806

 
742

 
2,416

 
2,226

Natural gas swap derivative adjustments
49

 
83

 
(12
)
 
404

Corn option derivative adjustments
325

 

 
1,632

 

Interest rate swap derivative adjustment

 

 

 
159

Total other comprehensive income, net of tax
1,180

 
825

 
4,036

 
2,789

Total comprehensive income
$
28,831

 
$
37,997

 
$
90,510

 
$
104,757







The accompanying notes are an integral part of these consolidated financial statements.


5



DARLING INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended September 28, 2013 and September 29, 2012
(in thousands)
(unaudited)

 
September 28,
2013
 
September 29,
2012
Cash flows from operating activities:
 
 
 
Net income
$
86,474

 
$
101,968

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
67,074

 
62,958

Loss/(gain) on disposal of property, plant, equipment and other assets
(798
)
 
1,063

Gain on insurance proceeds from insurance settlements
(1,981
)
 
(1,906
)
Deferred taxes
33,707

 
15,652

Decrease in long-term pension liability
(2,830
)
 
(319
)
Stock-based compensation expense
7,394

 
7,409

Write-off deferred loan costs

 
725

Deferred loan cost amortization
2,312

 
2,280

Equity in net (income)/loss of unconsolidated subsidiary
(8,796
)
 
1,725

Changes in operating assets and liabilities, net of effects from acquisitions:
 
 
 
Accounts receivable
949

 
(3,456
)
Income taxes refundable/payable
(5,974
)
 
15,259

Inventories and prepaid expenses
(9,565
)
 
(15,361
)
Accounts payable and accrued expenses
10,603

 
8,482

Other
(9,864
)
 
91

Net cash provided by operating activities
168,705

 
196,570

Cash flows from investing activities:
 
 
 
Capital expenditures
(85,719
)
 
(84,154
)
       Acquisitions, net of cash acquired
(121,440
)
 
(3,000
)
       Investment in unconsolidated subsidiary
(44,959
)
 
(34,416
)
Gross proceeds from disposal of property, plant and equipment and other assets
1,666

 
2,989

Proceeds from insurance settlements
1,981

 
1,906

Payments related to routes and other intangibles
(2,374
)
 

Net cash used by investing activities
(250,845
)
 
(116,675
)
Cash flows from financing activities:
 
 
 
Payments on long-term debt
(62
)
 
(30,013
)
Deferred loan costs
(11,138
)
 

Issuance of common stock
32

 
64

Minimum withholding taxes paid on stock awards
(2,649
)
 
(3,365
)
Excess tax benefits from stock-based compensation
719

 
2,169

Net cash used by financing activities
(13,098
)
 
(31,145
)
Net increase/(decrease) in cash and cash equivalents
(95,238
)
 
48,750

Cash and cash equivalents at beginning of period
103,249

 
38,936

Cash and cash equivalents at end of period
$
8,011

 
$
87,686

Supplemental disclosure of cash flow information:
 
 
 
Accrued capital expenditures
$
(2,119
)
 
$

Cash paid during the period for:
 
 
 
Interest, net of capitalized interest
$
9,160

 
$
10,096

Income taxes, net of refunds
$
30,282

 
$
27,783

 
 
 
 
Non-Cash Financing Activities
 
 
 
Debt issued for service contract assets
$

 
$
226

 
 
 
 

The accompanying notes are an integral part of these consolidated financial statements.

6



DARLING INTERNATIONAL INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
September 28, 2013
(unaudited)

(1)
General

Darling International Inc., a Delaware corporation (“Darling”, and together with its subsidiaries, the “Company”), is a leading provider of rendering, used cooking oil and bakery residual recycling and recovery solutions to the nation's food industry. The Company collects and recycles animal by-products, bakery residual and used cooking oil from poultry and meat processors, commercial bakeries, grocery stores, butcher shops, and food service establishments and provides grease trap cleaning services to many of the same establishments. The Company operates over 120 processing and transfer facilities located throughout the United States to process raw materials into finished products such as protein (primarily meat and bone meal (“MBM”) and poultry meal (“PM”)), hides, fats (primarily bleachable fancy tallow (“BFT”), poultry grease (“PG”) and yellow grease (“YG”)) and bakery by-products (“BBP”) as well as a range of branded and value-added products. The Company sells these products domestically and internationally, primarily to producers of animal feed, pet food, fertilizer, bio-fuels and other consumer and industrial ingredients including oleo-chemicals, soaps and leather goods for use as ingredients in their products or for further processing. The accompanying consolidated financial statements for the three and nine month periods ended September 28, 2013 and September 29, 2012, have been prepared by the Company in accordance with generally accepted accounting principles in the United States without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  The information furnished herein reflects all adjustments (consisting only of normal recurring accruals) that are, in the opinion of management, necessary to present a fair statement of the financial position and operating results of the Company as of and for the respective periods. However, these operating results are not necessarily indicative of the results expected for a full fiscal year. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations.  However, management of the Company believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading.  The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements contained in the Company’s Form 10-K for the fiscal year ended December 29, 2012

(2)
Summary of Significant Accounting Policies

(a)
Basis of Presentation

The consolidated financial statements include the accounts of Darling and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

(b)
Fiscal Periods

The Company has a 52/53 week fiscal year ending on the Saturday nearest December 31.  Fiscal periods for the consolidated financial statements included herein are as of September 28, 2013, and include the 13 and 39 weeks ended September 28, 2013, and the 13 and 39 weeks ended September 29, 2012.

(c)
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 related to certain foreign and domestic sales.  These amounts are recorded as unearned revenue and recognized when the products have shipped and the customer takes ownership and assumes risk of loss.  The Company has formula arrangements with certain suppliers whereby the charge or credit for raw materials is tied to published finished product commodity prices after deducting a fixed processing fee incorporated into the formula and is recorded as a cost of sale by line of business.  The Company recognizes revenue related to grease trap servicing and industrial residual removal in the fiscal month the trap service or industrial residual removal occurs.


7



(d)
Reclassifications

Certain immaterial prior year amounts have been reclassified to conform to the current year presentation.

(e)
Earnings Per Share

Basic income per common share is computed by dividing net income by the weighted average number of common shares including non-vested and restricted shares outstanding during the period.  Diluted income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period increased by dilutive common equivalent shares determined using the treasury stock method.

 
Net Income per Common Share (in thousands, except per share data)
 
Three Months Ended
 
 
 
September 28, 2013
 
 
 
 
 
September 29, 2012
 
 
 
Income
 
Shares
 
Per Share
 
Income
 
Shares
 
Per Share
Basic:
 
 
 
 
 
 
 
 
 
 
 
Net Income
$
27,651

 
118,208

 
$
0.23

 
$
37,172

 
117,678

 
$
0.32

Diluted:
 

 
 

 
 

 
 

 
 

 
 

Effect of dilutive securities:
 

 
 

 
 

 
 

 
 

 
 

Add: Option shares in the money and dilutive effect of non-vested stock
 

 
690

 
 

 
 

 
792

 
 

Less: Pro forma treasury shares
 

 
(418
)
 
 

 
 

 
(296
)
 
 

Diluted:
 

 
 

 
 

 
 

 
 

 
 

Net income
$
27,651

 
118,480

 
$
0.23

 
$
37,172

 
118,174

 
$
0.31

 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income per Common Share (in thousands, except per share data)
 
Nine Months Ended
 
 
 
September 28, 2013
 
 
 
 
 
September 29, 2012
 
 
 
Income
 
Shares
 
Per Share
 
Income
 
Shares
 
Per Share
Basic:
 
 
 
 
 
 
 
 
 
 
 
Net Income
$
86,474

 
118,156

 
$
0.73

 
$
101,968

 
117,531

 
$
0.87

Diluted:
 

 
 

 
 

 
 

 
 

 
 

Effect of dilutive securities:
 

 
 

 
 

 
 

 
 

 
 

Add: Option shares in the money and dilutive effect of non-vested stock
 

 
688

 
 

 
 

 
844

 
 

Less: Pro forma treasury shares
 

 
(296
)
 
 

 
 

 
(326
)
 
 

Diluted:
 

 
 

 
 

 
 

 
 

 
 

Net income
$
86,474

 
118,548

 
$
0.73

 
$
101,968

 
118,049

 
$
0.86


For the three months ended September 28, 2013 and September 29, 2012, respectively, 331,367 and 207,890 outstanding stock options were excluded from diluted income per common share as the effect was antidilutive. For the three months ended September 28, 2013 and September 29, 2012, respectively, 55,465 and 100,615 shares of non-vested stock were excluded from diluted income per common share as the effect was antidilutive.

For the nine months ended September 28, 2013 and September 29, 2012, respectively, 284,787 and 211,890 outstanding stock options were excluded from diluted income per common share as the effect was antidilutive. For the nine months ended September 28, 2013 and September 29, 2012, respectively, 59,853 and 111,675 shares of non-vested stock were excluded from diluted income per common share as the effect was antidilutive.


8



(3)
Acquisitions

The Company notes the acquisitions discussed below are not considered related businesses, therefore are not required to be treated as a single business combination.  Pro forma results of operations for these acquisitions have not been presented because the effect of each acquisition individually is not deemed material to revenues and net income of the Company for any fiscal period presented.

On August 26, 2013, a wholly-owned subsidiary of Darling, Darling AWS LLC, a Delaware limited liability company, acquired all of the shares of 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"). The Terra Transaction will increase the Company's rendering portfolio by adding to the Company's existing rendering segments grease collection businesses and add an industrial residuals business as a new line of service for the Company's rendering raw material suppliers within the rendering segment.
 
Effective August 26, 2013, the Company began including the operations acquired in the Terra Transaction into the Company's consolidated financial statements.  The Company paid approximately $121.4 million in cash for assets and assumed liabilities consisting of property, plant and equipment of $27.2 million, intangible assets of $46.1 million, goodwill of $65.4 million, deferred tax liability of $23.9 million and working capital of $6.6 million on the closing date.  The goodwill from the Terra Transaction was assigned to the Rendering segment and is not deductible for tax purposes, though TRS has approximately $5.2 million of goodwill deductible for tax purposes related to prior acquisitions. The identifiable intangibles have a weighted average life of 12 years. Final determination of the value of assets acquired and liabilities assumed may result in adjustments to the values presented above with a corresponding adjustment to goodwill.

On June 8, 2012, the Company completed its acquisition of substantially all of the assets of RVO BioPur, LLC ("BioPur"). Headquartered in Waterbury, Connecticut, BioPur provides used cooking oil collection and grease trap services to restaurants and food service establishments in the New England area of the Company's existing East coast operations.

(4)     Subsequent Events

On October 28, 2013, Darling completed the acquisition of substantially all of the assets of Rothsay, a division of Maple Leaf Foods Inc., a Canadian corporation (“MFI”), for approximately CAD $645 million in cash through borrowings under the Senior Secured Facilities. Rothsay has a network of five rendering plants in Manitoba, Ontario and Nova Scotia and a biodiesel operation in Quebec, Canada. Rothsay is the leading recycler of animal by-products in Canada and provides an essential service for the efficient and environmentally responsible collecting, processing and recapture of edible and inedible by-products. These products are sold in domestic and international markets, including the U.S., Europe, Mexico and South America. Rothsay also manufactures biodiesel for domestic and international markets.

On October 5, 2013, Darling and VION Holding N.V., a Dutch limited liability company ("VION"), entered into a Sale and Purchase Agreement (the "SPA"), pursuant to which Darling will acquire all of the shares of VION Ingredients Nederland (Holding) B.V., VION Ingredients International (Holding) B.V., and VION Ingredients Germany GmbH (collectively, the "Vion Companies") for approximately EUR 1.6 billion, upon the terms and subject to the conditions set forth in the SPA. Each of the Vion Companies is a wholly-owned subsidiary of VION. At the consummation of the contemplated transaction, the Vion Companies will directly or indirectly own all of the shares of the VION subsidiaries in VION’s Ingredients division and the interests in various operating joint ventures in VION’s Ingredients division (collectively, the "Group Companies"). The Group Companies together conduct the business of the development, production, and marketing and sale of products of animal origin (the "Ingredients Business"). Vion Ingredients is a worldwide leader in the development and production of specialty ingredients from animal origin for applications in pharmaceuticals, food, feed, pet food, fertilizer and bio-energy. Vion Ingredients’ global network of 58 facilities on five continents covers all aspects of animal byproduct processing through six brands including Ecoson (green power), Rendac (rendering/energy), Sonac (proteins, fats, edible fats and blood products), Rousselot (gelatin), CTH (natural casings), and Best Hides (hides).

In connection with the SPA, on October 5, 2013, Darling received commitments pursuant to commitment letters (the "Commitments") from JPMorgan Chase Bank, N.A. ("JPMorgan"), Bank of Montreal, acting under its trade name BMO Capital Markets ("BMO") and Goldman Sachs Bank USA with respect to a $1.2 billion term loan B facility and a $1.3 billion senior unsecured bridge facility, to finance the transaction. The Commitments are subject to the satisfaction of certain closing conditions and execution of definitive documentation regarding such loans.


9



Darling and VION have each made customary representations, warranties, and covenants in the SPA, including, among others, VION’s covenants (i) to use all reasonable efforts to cause each Group Company to conduct the Ingredients Business in the ordinary and usual course between the execution of the SPA and the closing, subject to certain exceptions, (ii) to avoid incurring any loss or making any payment under any cash pool or netting arrangement of the benefit of any party other than the Group Companies, (iii) to cause all positions under foreign exchange agreements to be unwound on customary terms by the closing, and (iv) not to solicit any of the employees of the Ingredients Business for a certain period of time.

The closing is subject to the following customary conditions: (i) merger clearance from the relevant competition authorities, (ii) compliance with relevant works council and trade union procedures, and (iii) completion of the debt settlement plan and all the steps necessary to transfer the Ingredients Business to the Group Companies and carve out any other business from the Group Companies.

The foregoing description of the SPA is not a complete description of all of the parties’ rights and obligations under the SPA and is qualified in its entirety by the SPA, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 10, 2013.

In November 2013, the Company entered into foreign currency exchange forward contracts to mitigate the foreign exchange rate risk of the expected acquisition price of the Vion Companies. Under the terms of the exchange contracts, the Company exchanged U.S. dollars for EUR 650.0 million at a fixed weighted average price of approximately 1.349 with a maturity date of early January 2014.

(5)
Investment in Unconsolidated Subsidiary

The Company announced on January 21, 2011 that a wholly-owned subsidiary of Darling entered into a limited liability company agreement with a wholly-owned subsidiary of Valero Energy Corporation (“Valero”) to form Diamond Green Diesel Holdings LLC (the “Joint Venture”). The Joint Venture is owned 50% / 50% with Valero and was formed to design, engineer, construct and operate a renewable diesel plant (the “Facility”), which is capable of producing approximately 9,300 barrels per day of renewable diesel fuel and certain other co-products, and is located adjacent to Valero's refinery in Norco, Louisiana. The Joint Venture reached mechanical completion and began the production of renewable diesel in late June 2013.

On May 31, 2011, the Joint Venture and Diamond Green Diesel LLC, a wholly-owned subsidiary of the Joint Venture (“Opco”), entered into (i) a facility agreement (the “Facility Agreement”) with Diamond Alternative Energy, LLC, a wholly-owned subsidiary of Valero (the “Lender”), and (ii) a loan agreement (the “Loan Agreement”) with the Lender, which provided the Joint Venture with a 14 year multiple advance term loan facility of approximately $221,300,000 (the “JV Loan”) to support the design, engineering and construction of the Facility, which is now 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 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 Joint Venture with Valero, the Company has contributed a total of approximately $111.7 million for completion of the Facility including the Company's portion of cost overruns and working capital funding.

Selected financial information for the Company's Joint Venture is as follows:
 
 
 
 
Three Months Ended
 
Nine Months Ended
As of September 30, 2013
 
September 30, 2013
 
September 30, 2013
Total Assets
 
Partners' Capital
 
Revenues
 
Net Income
 
Revenues
 
Net Income
 
 
 
 
 
 
 
 
 
 
 
$
482,779

 
$
232,501

 
$
96,475

 
$
23,907

 
$
96,517

 
$
17,593


As of September 28, 2013 under the equity method of accounting, the Company has an investment in the Joint Venture of approximately $116.3 million on the consolidated balance sheet and has recorded approximately $8.8 million and $12.0 million of income and $1.7 million and $0.8 million in losses in the unconsolidated subsidiary for the three and nine months ended September 28, 2013 and September 29, 2012, respectively.

10



(6)
Debt

Credit Facilities

Senior Secured Credit Facilities. On September 27, 2013, the Company entered into an Amended and Restated Credit Agreement (the "Credit Agreement") restating its then existing credit agreement dated December 17, 2010 (as amended by the First Amendment dated March 25, 2011) with JPMorgan Chase Bank, N.A. The Credit Agreement provides for senior secured credit facilities (the “Senior Secured Facilities”) in the aggregate principal amount of $1.35 billion comprised of a five-year revolving loan facility of $1.0 billion (approximately $100.0 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) and a five-year delayed-draw term loan facility of $350.0 million all of which is available as of September 28, 2013. The revolving loan facility is available to be borrowed by the Company in U.S. dollars and Canadian dollars, and up to $225.0 million of the revolving loan facility is available to be borrowed in Canadian dollars by Darling International Canada Inc. (“Darling Canada”), a wholly owned subsidiary of the Company. $200.0 million of the term loan facility is available to be borrowed in U.S. dollars by the Company and $150.0 million of the term loan facility is available to be borrowed in Canadian dollars by Darling Canada. The Company and Darling Canada will use the proceeds of the term loan facility and a portion of the revolving loan facility to pay a portion of the consideration of Darling Canada’s acquisition of the Rothsay division of Maple Leaf Foods Inc. (“Rothsay”), to pay related fees and expenses and to refinance certain existing indebtedness and will use the revolving loan facility to provide for working capital needs, general corporate purposes and for other purposes not prohibited by the Credit Agreement. Immediately following the Closing Date, there were no loans outstanding under the Credit Agreement. As of September 28, 2013, the Company had availability of $967.3 million under the revolving loan facility, taking into account no outstanding borrowings and letters of credit issued of $32.7 million. As of September 28, 2013, the Company had no outstanding borrowings under the delayed-draw term loan facility and has capitalized approximately $12.0 million of deferred loan costs.

The interest rate applicable to any borrowings under the revolving loan facility and the term loan facility is variable based upon the Company's consolidated total leverage ratio and ranges from London Inter-Bank Offer Rate ("LIBOR")/Canadian Dealer Offered Rate ("CDOR") plus 1.50% to 2.75% per annum or base rate/Canadian prime rate plus 0.50% to 1.75% per annum. Base rate means a rate per annum equal to the greatest of (a) the prime rate in effect, (b) the federal funds effective rate (as defined in the Credit Agreement) plus ½ of 1% and (c) the adjusted LIBOR for a one month interest period plus 1%. Canadian prime rate means the rate per annum to be the higher of (i) the rate of interest per annum most recently announced or established by JPMorgan Chase Bank, N.A., Toronto Branch as its reference rate in effect on such day for determining interest rates for Canadian Dollar denominated commercial loans in Canada and (ii) the sum of the yearly interest rate to which the one-month CDOR rate is equivalent plus 1.0%.

The Credit Agreement contains various customary representations and warranties by the Company, which include customary use of materiality, material adverse effect and knowledge qualifiers. The Credit Agreement also contains (a) certain affirmative covenants that impose certain reporting and/or performance obligations on the Company and its restricted subsidiaries, (b) certain negative covenants that generally prohibit, subject to various exceptions, the Company 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 leasebacks and sales of assets, (c) financial covenants comprising a maximum total leverage ratio, a maximum secured leverage ratio and a minimum fixed charge coverage ratio and (d) customary events of default (including a change of control). Obligations under the Senior Secured Facilities may be declared due and payable upon the occurrence and during the continuance of such customary events of default.

In the first quarter of fiscal 2012, the Company repaid the remaining balance of $30.0 million under the term loan incurred in 2010 and incurred a write-off of a portion of the deferred loan costs relating to such term loan of approximately $0.7 million in the nine-month period ending September 29, 2012, which is included in interest expense.

Senior Notes. On December 17, 2010, Darling issued $250.0 million aggregate principal amount of its 8.5% Senior Notes due 2018 (the “Notes”) under an indenture with U.S. Bank National Association, as trustee (the "Notes Indenture"). Darling used the net proceeds from the sale of the Notes to finance in part the cash portion of the purchase price paid in connection with Darling's acquisition of Griffin Industries, Inc. The Company will pay 8.5% annual cash interest on the Notes on June 15 and December 15 of each year. Other than for extraordinary events such as change of control and defined assets sales, the Company is not required to make any mandatory redemption or sinking fund payments on the Notes.


11



The Company may at any time and from time to time purchase Notes in the open market or otherwise. The Company may redeem some or all of the Notes at any time prior to December 15, 2014, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to the redemption date and an Applicable Premium (as defined below) as of the date of redemption subject to the rights of holders on the relevant record date to receive interest due on the relevant interest payment date.

On and after December 15, 2014, the Company may redeem all or, from time to time, a part of the Notes (including any additional Notes) upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest on the Notes, if any, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on December 15 of the years indicated below:
            
Year
Percentage
2014
104.250%
2015
102.125%
2016 and thereafter
100.000%

In addition, until December 15, 2013, the Company may, at its option, redeem up to 35% of the original principal amount of the Notes with the net cash proceeds of one or more equity offerings at a redemption price equal to 108.5% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date; provided that at least 65% of the original principal amount of the Notes remains outstanding immediately after each such redemption; provided further that the redemption occurs within 90 days after the closing of such equity offering.

The Company is permitted to redeem some or all of the Notes at any time prior to December 15, 2014, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to the redemption date and an Applicable Premium (as defined in the Note Indenture) as of the date of redemption subject to the rights of holders on the relevant record date to receive interest due on the relevant interest payment date.

The indenture contains covenants limiting Darling's ability and the ability of its restricted subsidiaries to, among other things, incur additional indebtedness or issue preferred stock, pay dividends on or make other distributions or repurchase of Darling's capital stock or make other restricted payments, create restrictions on the payment of dividends or other amounts from Darling's restricted subsidiaries to Darling or Darling's other restricted subsidiaries, make loans or investments, enter into certain transactions with affiliates, create liens, designate Darling's subsidiaries as unrestricted subsidiaries, and sell certain assets or merge with or into other companies or otherwise dispose of all or substantially all of Darling's assets.

The indenture also provides for customary events of default, including, without limitation, payment defaults, covenant defaults, cross acceleration defaults to certain other indebtedness in excess of specified amounts, certain bankruptcy and insolvency events of default and judgment defaults in excess of specified amounts. If any such event of default occurs and is continuing under the indenture, the Trustee or the holders of at least 25% in principal amount of the total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes issued under the indenture to be due and payable immediately.

The Credit Agreement and the Notes consisted of the following elements at September 28, 2013 and December 29, 2012, respectively (in thousands):

 
 
September 28,
2013
December 29,
2012
Senior Notes:
 
 
8.5% Senior Notes due 2018
$
250,000

$
250,000

Senior Secured Credit Facilities:
 
 
Term Loan
$

$

Revolving Credit Facility:
 

 

Maximum availability
$
1,000,000

$
415,000

Borrowings outstanding


Letters of credit issued
32,668

30,119

Availability
$
967,332

$
384,881


12




The obligations of the Company under the Credit Agreement are guaranteed by Darling National LLC, a Delaware limited liability company ("Darling National"), Griffin Industries LLC, a Kentucky limited liability company ("Griffin"), and its subsidiary, Craig Protein Division, Inc ("Craig Protein"), Darling AWS LLC, Terra Holding Company, Darling Global Holdings Inc., Darling Northstar LLC, Terra Renewal Services, Inc. and EV Acquisition, Inc., each of which is a wholly-owned subsidiary of the Company, and are secured, subject to certain exceptions, by a perfected first priority security interest in all tangible and intangible personal property of the Company and the guarantors, including a pledge of 100% of the equity interests of certain domestic subsidiaries and 65% of the equity interests of certain foreign subsidiaries. The Notes are guaranteed by each of the foregoing subsidiaries, and effective as of September 27, 2013, the Notes are secured on an equal and ratable basis with the Company's and the guarantors' obligations under the Credit Agreement. The Notes and the guarantees thereof rank equally in right of payment to any existing and future senior debt of Darling and the guarantors, including debt that is secured by the collateral for the Credit Agreement and the Notes. The Notes and the guarantees thereof will be effectively junior to existing and future debt of Darling and the guarantors that is secured by assets that do not constitute collateral for the Credit Agreement and the Notes, to the extent of the value of the assets securing such debt. The Notes and the guarantees thereof will be structurally subordinated to all of the existing and future liabilities (including trade payables) of each of the subsidiaries of Darling that do not guarantee the Notes.

As of September 28, 2013, the Company believes it is in compliance with all of the financial covenants, as well as all of the other covenants, contained in the Credit Agreement and the Notes Indenture. 

(7)
Income Taxes
 
The Company has provided income taxes for the three-month periods ended September 28, 2013 and September 29, 2012, based on its estimate of the effective tax rate for the entire 2013 and 2012 fiscal years.
 
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. At September 28, 2013 and December 29, 2012, the Company had net deferred tax liabilities of $91.6 million and $34.0 million, respectively. The increase in the net deferred tax liability is principally due to deferred liabilities acquired in the stock acquisition resulting in carryover tax basis in the Terra Transaction.

The Company periodically assesses whether it is more likely than not that it will generate sufficient taxable income to realize its deferred income tax assets.  In making this determination, the Company considers all available positive and negative evidence and makes certain assumptions.  The Company considers, among other things, its deferred tax liabilities, the overall business environment, its historical earnings and losses, current industry trends and its outlook for future years.  Although the Company is unable to carry back any of its net operating losses, based upon recent favorable operating results and future projections, the Company believes it is more likely than not that certain net operating losses can be carried forward and utilized and other deferred tax assets, except U.S. foreign tax credit carryforwards, will be realized.

The Company’s major taxing jurisdiction is the U.S. (federal and state).  The Company is subject to regular examination by various tax authorities. The Company concluded an Internal Revenue Service examination for fiscal 2009 and 2010 tax years and paid approximately $0.7 million of taxes, which was accrued prior to the first quarter of fiscal 2013. The statute of limitations for the Company's federal return is open for the 2011 and 2012 tax years. The Company is under examination with respect to certain state tax jurisdictions, which it reasonably anticipates finalizing within the next twelve months. Although the final outcome of these examinations is not yet determinable, the Company does not anticipate that any of the state examinations will have a significant impact on the Company's results of operations or financial position. The statute of limitations for the Company's state returns is open for varying periods and jurisdictions, but is generally closed through the 2008 tax year. As of September 28, 2013, the Company has no unrecognized tax positions and does not reasonably expect any material changes to the Company's unrecognized tax positions in the next twelve months.
 
(8)  
Other Comprehensive Income

The Company follows Financial Accounting Standards Board ("FASB") authoritative guidance for reporting and presentation of comprehensive income or loss and its components.  Other comprehensive income (loss) is derived from adjustments that reflect pension adjustments, natural gas derivative adjustments, corn option adjustments and interest

13



rate swap derivative adjustments. The components of other comprehensive income (loss) and the related tax impacts for the three and nine months ended September 28, 2013 and September 29, 2012 are as follows (in thousands):

 
Three Months Ended
 
Before-Tax
Tax (Expense)
Net-of-Tax
 
Amount
or Benefit
Amount
 
September 28, 2013
September 29, 2012
September 28, 2013
September 29, 2012
September 28, 2013
September 29, 2012
Defined benefit pension plans
 
 
 
 
 
 
Amortization of prior service cost
$
15

$
23

$
(6
)
$
(9
)
$
9

$
14

Amortization of actuarial loss
1,300

1,189

(503
)
(461
)
797

728

Total defined benefit pension plans
1,315

1,212

(509
)
(470
)
806

742

Natural gas swap derivatives
 
 
 
 
 
 
Loss/(gain) reclassified to net income
95

259

(37
)
(101
)
58

158

Gain/(loss) activity recognized in other comprehensive income (loss)
(14
)
(123
)
5

48

(9
)
(75
)
Total natural gas swap derivatives
81

136

(32
)
(53
)
49

83

Corn option derivatives
 
 
 
 
 
 
Loss/(gain) reclassified to net income
(2,155
)

835


(1,320
)

Gain/(loss) activity recognized in other comprehensive income (loss)
2,676


(1,031
)

1,645


Total corn option derivatives
521


(196
)

325


Interest rate swap derivatives
 
 
 
 
 
 
Loss reclassified to net income






 
 
 
 
 
 
 
Other comprehensive income (loss)
$
1,917

$
1,348

$
(737
)
$
(523
)
$
1,180

$
825




 
Nine Months Ended
 
Before-Tax
Tax (Expense)
Net-of-Tax
 
Amount
or Benefit
Amount
 
September 28, 2013
September 29, 2012
September 28, 2013
September 29, 2012
September 28, 2013
September 29, 2012
Defined benefit pension plans
 
 
 
 
 
 
Amortization of prior service cost
$
45

$
67

$
(18
)
$
(25
)
$
27

$
42

Amortization of actuarial loss
3,900

3,567

(1,511
)
(1,383
)
2,389

2,184

Total defined benefit pension plans
3,945

3,634

(1,529
)
(1,408
)
2,416

2,226

Natural gas swap derivatives
 
 
 
 
 
 
Loss/(gain) reclassified to net income
(92
)
1,267

35

(491
)
(57
)
776

Gain/(loss) activity recognized in other comprehensive income (loss)
73

(606
)
(28
)
234

45

(372
)
Total natural gas swap derivatives
(19
)
661

7

(257
)
(12
)
404

Corn option derivatives
 
 
 
 
 
 
Loss/(gain) reclassified to net income
(3,063
)

1,187


(1,876
)

Gain/(loss) activity recognized in other comprehensive income (loss)
5,717


(2,209
)

3,508


Total corn option derivatives
2,654


(1,022
)

1,632


Interest rate swap derivatives
 
 
 
 
 
 
Loss reclassified to net income

260


(101
)

159

 
 
 
 
 
 
 
Other Comprehensive income (loss)
$
6,580

$
4,555

$
(2,544
)
$
(1,766
)
$
4,036

$
2,789


The following table presents the amounts reclassified out of each component of other comprehensive income (loss), net of tax for the three and nine months ended September 28, 2013 and September 29, 2012 as follows (in thousands):


14



 
Three Months Ended
Nine Months Ended
 
 
September 28, 2013
September 29, 2012
September 28, 2013
September 29, 2012
Statement of Operations Classification
Derivative instruments
 
 
 
 
 
Natural gas swap derivatives
$
(95
)
$
(259
)
$
92

$
(1,267
)
Cost of sales and operating expenses
Corn option derivatives
2,155


3,063


Cost of sales and operating expenses
Interest rate swap derivatives



(260
)
Interest expense
 
2,060

(259
)
3,155

(1,527
)
Total before tax
 
(798
)
101

(1,222
)
592

Income taxes
 
1,262

(158
)
1,933

(935
)
Net of tax
Defined benefit pension plans
 
 
 
 
 
Amortization of prior service cost
$
(15
)
$
(23
)
$
(45
)
$
(67
)
(a)
Amortization of actuarial loss
(1,300
)
(1,189
)
(3,900
)
(3,567
)
(a)
 
(1,315
)
(1,212
)
(3,945
)
(3,634
)
Total before tax
 
509

470

1,529

1,408

Income taxes
 
(806
)
(742
)
(2,416
)
(2,226
)
Net of tax
Total reclassifications
$
456

$
(900
)
$
(483
)
$
(3,161
)
Net of tax

(a)
These items are included in the computation of net periodic pension cost. See Note 9 Employee Benefit Plans for additional information.

The following table presents changes in each component of accumulated comprehensive income (loss) as of September 28, 2013 as follows (in thousands):

 
 
Nine Months Ended September 28, 2013
 
 
Derivative
Defined Benefit
 
 
 
Instruments
Pension Plans
Total
Accumulated Other Comprehensive Income (loss) December 29, 2012, net of tax
 
$
180

$
(31,509
)
$
(31,329
)
Other comprehensive gain before reclassifications
 
3,553


3,553

Amounts reclassified from accumulated other comprehensive income (loss)
 
(1,933
)
2,416

483

Net current-period other comprehensive income
 
1,620

2,416

4,036

Accumulated Other Comprehensive Income (loss) September 28, 2013, net of tax
 
$
1,800

$
(29,093
)
$
(27,293
)

(9)    Employee Benefit Plans

The Company has retirement and pension plans covering substantially all of its employees.  Most retirement benefits are provided by the Company under separate final-pay noncontributory and contributory defined benefit and defined contribution plans for all salaried and hourly employees (excluding those covered by union-sponsored plans) who meet service and age requirements. Defined benefits are based principally on length of service and earnings patterns during the five years preceding retirement. During the third quarter of fiscal 2011, as part of the initiative to combine the Darling and Griffin retirement benefit programs, the Company's Board of Directors authorized the Company to proceed with the restructuring of its retirement benefit program effective January 1, 2012, to include the closing of Darling's salaried and hourly defined benefit plans to new participants as well as the freezing of service and wage accruals thereunder effective December 31, 2011 (a curtailment of these plans for financial reporting purposes) and the enhancing of benefits under the Company's defined contribution plans. However, the Company-sponsored hourly union plan has not been curtailed.

Net pension cost for the three and nine months ended September 28, 2013 and September 29, 2012 includes the following components (in thousands):


15



 
Three Months Ended
Nine Months Ended
 
September 28,
2013
September 29,
2012
September 28,
2013
September 29,
2012
Service cost
$
77

$
82

$
230

$
245

Interest cost
1,318

1,362

3,954

4,088

Expected return on plan assets
(1,819
)
(1,677
)
(5,457
)
(5,032
)
Amortization of prior service cost
15

23

45

67

Amortization of net loss
1,300

1,189

3,900

3,567

Net pension cost
$
891

$
979

$
2,672

$
2,935

  
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 actuarial estimates at September 28, 2013, the Company expects to contribute approximately $0.3 million to its pension plans to meet funding requirements during the next twelve months. Additionally, the Company has made tax deductible discretionary and required contributions to its pension plans for the nine months ended September 28, 2013 and September 29, 2012 of approximately $4.0 million and $1.8 million, respectively.  

The Company participates in various 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 multiemployer plan represent less than 5% of the total contributions to each such plan. Based on the most currently available information, the Company has determined that, if a withdrawal were to occur, withdrawal liabilities on two of the plans in which the Company currently participates could be material to the Company, with one of these material plans certified as critical or red zone. With respect to the other multiemployer pension plans in which the Company participates and which are not individually significant, four plans have certified as critical or red zone and two plans have certified as endangered or yellow zone as defined by the Pension Protection Act of 2006.

In June 2009, the Company received a notice of a mass withdrawal termination and a notice of initial withdrawal liability from a multiemployer plan in which it participated. The Company had anticipated this event and as a result had accrued approximately $3.2 million as of January 3, 2009 based on the most recent information that was probable and estimable for this plan. The plan had given a notice of redetermination liability in December 2009. In fiscal 2010, the Company received further third party information confirming the future payout related to this multiemployer plan. As a result, the Company reduced its liability to approximately $1.2 million. In fiscal 2010, another under-funded multiemployer plan in which the Company participates gave notification of partial withdrawal liability. As of September 28, 2013, the Company has an accrued liability of approximately $0.9 million representing the present value of scheduled withdrawal liability payments under this multiemployer plan. 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.

(10)
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, energy costs and the risk of changes in interest rates.

The Company makes limited use of derivative instruments to manage cash flow risks related to interest expense, natural gas usage, diesel fuel usage and inventory. The Company does not use derivative instruments for trading purposes. Interest rate swaps are entered into with the intent of managing overall borrowing costs by reducing the potential impact of increases in interest rates on floating-rate long-term debt. Natural gas swaps and options are entered into with the intent of managing the overall cost of natural gas usage by reducing the potential impact of seasonal weather demands on natural gas that increases natural gas prices. Heating oil swaps 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 increase diesel fuel prices. Inventory swaps and options are entered into with the intent of managing seasonally high concentrations of MBM, PM, BFT, PG, YG and BBP inventories and managing forecasted sales of BBP by reducing the potential impact of changing prices. At September 28, 2013, the Company had corn option contracts and natural gas swaps outstanding that qualified and were designated for hedge accounting as well as heating oil swap contracts that did not qualify and were not designated for hedge accounting.

16




Entities are required to report all derivative instruments in the statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, on the reason for holding the instrument. If certain conditions are met, entities may elect to designate a derivative instrument as a hedge of exposures to changes in fair value, cash flows or foreign currencies. If the hedged exposure is a cash flow exposure, the effective portion of the gain or loss on the derivative instrument is reported initially as a component of other comprehensive income (outside of earnings) and is subsequently reclassified into earnings when the forecasted transaction affects earnings. Any amounts excluded from the assessment of hedge effectiveness, as well as the ineffective portion of the gain or loss are reported in earnings immediately. If the derivative instrument is not designated as a hedge, the gain or loss is recognized in earnings in the period of change.

Cash Flow Hedges

On May 19, 2006, the Company entered into two interest rate swap agreements that were considered cash flow hedges according to FASB authoritative guidance. In December 2010, as a result of the execution of the Credit Agreement, the term loan that specifically related to these interest swap transactions was repaid. As such, the Company discontinued the interest rate swaps and paid approximately $2.0 million representing the fair value of these two interest swap transactions at the discontinuance date with the effective portion recorded in accumulated other comprehensive loss to be reclassified to income over the remaining original term of the interest swaps which ended April 7, 2012.

In fiscal 2012 and the first nine months of fiscal 2013, the Company entered into natural gas swap contracts that are considered cash flow hedges. Under the terms of the natural gas swap contracts, the Company fixed the expected purchase cost of a portion of its plants' forecasted natural gas usage into the fourth quarter of fiscal 2013. As of September 28, 2013, some of the contracts have expired and settled according to the contracts while the remaining contract positions and activity are disclosed below.

In fiscal 2012 and the first nine months of fiscal 2013, the Company entered into corn option contracts that are considered cash flow hedges. Under the terms of the corn option contracts, the Company hedged a portion of its forecasted sales of BBP into the third quarter of fiscal 2014. As of September 28, 2013, some of the 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.

The Company estimates the amount that will be reclassified from accumulated other comprehensive gain at September 28, 2013 into earnings over the next 12 months will be approximately $2.9 million. As of September 28, 2013, 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 under FASB authoritative guidance as of September 28, 2013 and December 29, 2012 (in thousands):


Derivatives Designated
Balance Sheet
Asset Derivatives Fair Value
as Hedges
Location
September 28, 2013
December 29, 2012
Corn options
Other current assets
$
3,118

$
490

Natural gas swaps
Other current assets
18

11

 
 
 
 
Total asset derivatives designated as hedges
$
3,136

$
501

 
 
 
 
Derivatives Not
Designated as
Hedges
 
 

 

Heating oil swaps and options
Other current assets
$
147

$
104

Corn futures
Other current assets

117

 
 
 
 
Total asset derivatives not designated as hedges
$
147

$
221

 
 
 
 
Total asset derivatives
 
$
3,283

$
722



17



Derivatives Designated
Balance Sheet
Liability Derivatives Fair Value
as Hedges
Location
September 28, 2013
December 29, 2012
Natural gas swaps
Accrued expenses
$
29

$
21

 
 
 
 
Total liability derivatives designated as hedges
$
29

$
21

 
 
 
 
Derivatives Not
Designated as
Hedges
 
 

 

Heating oil swaps and options
Accrued expenses
$
9

$
4

Corn options
Accrued expenses

119

 
 
 
 
Total liability derivatives not designated as hedges
$
9

$
123

 
 
 
 
Total liability derivatives
$
38

$
144


The effect of the Company’s derivative instruments on the consolidated financial statements as of and for the three months ended September 28, 2013 and September 29, 2012 is as follows (in thousands):

 
 
 
Derivatives
Designated as
Cash Flow Hedges
 
Gain or (Loss)
Recognized in OCI
on Derivatives
(Effective Portion) (a)
Gain or (Loss)
Reclassified from
Accumulated OCI
into Income
(Effective Portion) (b)
Gain or (Loss)
Recognized in Income
on Derivatives
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing) (c)
 
2013
2012
2013
2012
2013
2012
Interest rate swaps
$

$

$

$

$

$

Corn options
2,676


2,155


215

1

Natural gas swaps
(14
)
(123
)
(95
)
(259
)
1

5

 
 
 
 
 
 
 
Total
$
2,662

$
(123
)
$
2,060

$
(259
)
$
216

$
6


(a)
Amount recognized in accumulated OCI (effective portion) is reported as accumulated other comprehensive income/(loss) of approximately $2.7 million and approximately $0.1 million recorded net of taxes of approximately $1.0 million and less than $0.1 million as of September 28, 2013 and September 29, 2012, respectively.
(b)
Gains and (losses) reclassified from accumulated OCI into income (effective portion) for interest rate swaps is included in interest expense and corn options and natural gas swaps are included in 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, corn options and natural gas swaps is included in other income/(expense), net in the Company’s consolidated statements of operations.

The effect of the Company’s derivative instruments on the consolidated financial statements as of and for the nine months ended September 28, 2013 and September 29, 2012 is as follows (in thousands):


18



 
 
 
Derivatives
Designated as
Cash Flow Hedges
 
Gain or (Loss)
Recognized in OCI
on Derivatives
(Effective Portion) (a)
Gain or (Loss)
Reclassified From
Accumulated OCI
into Income
(Effective Portion) (b)
Gain or (Loss)
Recognized in Income
on Derivatives
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing) (c)
 
2013
2012
2013
2012
2013
2012
Interest rate swaps
$

$

$

$
(260
)
$

$

Corn options
5,717


3,063


249

1

Natural gas swaps
73

(606
)
92

(1,267
)
8

8

 
 
 
 
 
 
 
Total
$
5,790

$
(606
)
$
3,155

$
(1,527
)
$
257

$
9


(a)
Amount recognized in accumulated OCI (effective portion) is reported as accumulated other comprehensive income/(loss) of approximately $5.8 million and approximately $0.6 million recorded net of taxes of approximately $2.2 million and $0.2 million as of September 28, 2013 and September 29, 2012, respectively.
(b)
Gains and (losses) reclassified from accumulated OCI into income (effective portion) for interest rate swaps is included in interest expense and corn options and natural gas swaps are included in 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, corn options and natural gas swaps is included in other income/(expense), net in the Company’s consolidated statements of operations.

At September 28, 2013, the Company had forward purchase agreements in place for purchases of approximately $3.5 million of natural gas.  These forward purchase agreements have no net settlement provisions and the Company intends to take physical delivery of the underlying product.  Accordingly, the forward purchase agreements are not subject to the requirements of fair value accounting because they qualify and the Company has elected to account for these as normal purchases as defined in the FASB authoritative guidance.

(11)    Fair Value Measurements

FASB authoritative guidance defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  The following table presents the Company’s financial instruments that are measured at fair value on a recurring and nonrecurring basis as of September 28, 2013 and are categorized using the fair value hierarchy under FASB authoritative guidance.  The fair value hierarchy has three levels based on the reliability of the inputs used to determine the fair value. 

 
 
Fair Value Measurements at September 28, 2013 Using
 
 
Quoted Prices in
Active Markets for
Identical Assets
Significant Other
Observable
Inputs
Significant
Unobservable
Inputs
(In thousands of dollars)
Total
(Level 1)
(Level 2)
(Level 3)
Assets:
 
 
 
 
Derivative instruments
$
3,283

$

$
3,283

$

Total Assets
$
3,283

$

$
3,283

$

 
 
 
 
 
Liabilities:
 
 
 
 
Derivative instruments
$
38

$

$
38

$

Senior Notes
276,875


276,875


Total Liabilities
$
276,913

$

$
276,913

$


Derivative assets consist of the Company’s heating oil swap contracts, natural gas swap contracts and corn option contracts, which represents the difference between observable market rates of commonly quoted intervals for similar assets and liabilities in active markets and the fixed swap rate considering the instruments term, notional amount and credit risk.  See Note 10 Derivatives for breakdown by instrument type.


19



Derivative liabilities consist of the Company’s heating oil swap contracts and natural gas swap contracts, which represents the difference between observable market rates of commonly quoted intervals for similar assets and liabilities in active markets and the fixed swap rate considering the instruments term, notional amount and credit risk.  See Note 10 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 is based on market quotation from a third-party bank.

(12)
Contingencies 

The Company is a party to several lawsuits, claims and loss contingencies arising in the ordinary course of its business, including assertions by certain regulatory and governmental agencies related to permitting requirements and air, wastewater and storm water discharges from the Company’s processing facilities.

The Company’s workers compensation, auto and general liability policies contain significant deductibles or self-insured retentions.  The Company estimates and accrues its expected ultimate claim costs related to accidents occurring during each fiscal year and carries this accrual as a reserve until these claims are paid by the Company.

As a result of the matters discussed above, the Company has established loss reserves for insurance, environmental and litigation matters.  At September 28, 2013 and December 29, 2012, the reserves for insurance, environmental and litigation contingencies reflected on the balance sheet in accrued expenses and other non-current liabilities were approximately $35.7 million and $37.0 million, respectively.  The Company has insurance recovery receivables of approximately $9.3 million as of September 28, 2013 and December 29, 2012, related to these liabilities. The Company's management believes these reserves for contingencies are reasonable and sufficient based upon present governmental regulations and information currently available to management; however, there can be no assurance that final costs related to these matters will not exceed current estimates. The Company believes that the likelihood is remote that any additional liability from these lawsuits and claims that may not be covered by insurance would have a material effect on the Company's financial position, results of operations or cash flows.

Lower Passaic River Area. The Company has been named as a third party defendant in a lawsuit pending in the Superior Court of New Jersey, Essex County, styled New Jersey Department of Environmental Protection, The Commissioner of the New Jersey Department of Environmental Protection Agency and the Administrator of the New Jersey Spill Compensation Fund, as Plaintiffs, vs. Occidental Chemical Corporation, Tierra Solutions, Inc., Maxus Energy Corporation, Repsol YPF, S.A., YPF, S.A., YPF Holdings, Inc., and CLH Holdings, as Defendants (Docket No. L-009868-05) (the “Tierra/Maxus Litigation”). In the Tierra/Maxus Litigation, which was filed on December 13, 2005, the plaintiffs seek to recover from the defendants past and future cleanup and removal costs, as well as unspecified economic damages, punitive damages, penalties and a variety of other forms of relief, purportedly arising from the alleged discharges into the Passaic River of a particular type of dioxin and other unspecified hazardous substances. The damages being sought by the plaintiffs from the defendants are likely to be substantial. On February 4, 2009, two of the defendants, Tierra Solutions, Inc. (“Tierra”) and Maxus Energy Corporation (“Maxus”), filed a third-party complaint against over 300 entities, including the Company, seeking to recover all or a proportionate share of cleanup and removal costs, damages or other loss or harm, if any, for which Tierra or Maxus may be held liable in the Tierra/Maxus Litigation. Tierra and Maxus allege that Standard Tallow Company, an entity that the Company acquired in 1996, contributed to the discharge of the hazardous substances that are the subject of this case while operating a former plant site located in Newark, New Jersey. The Company is investigating these allegations, has entered into a joint defense agreement with many of the other third-party defendants and intends to defend itself vigorously. At a case management conference held in March 2013, the Court announced that most third-party defendants had reached a tentative settlement with the State of New Jersey which, if approved by the Court, would end the state court litigation as to participating third-party defendants. The Company has committed to join the settlement, pursuant to which the Company would pay the State of New Jersey $195,000. This amount was accrued in the first quarter of 2013. The settlement is subject to court approval following a notice and comment period. It is anticipated that the settlement will be brought to the Court for approval sometime during the second half of 2013. All previously scheduled discovery and trial dates in the case have been stayed as to parties participating in the settlement. The scope of the Company's continued involvement in the litigation depends on whether the Court approves the settlement and dismisses the Company from the case, which is uncertain at this time. Additionally, in December 2009, the Company, along with numerous other entities, received notice from the United States

20



Environmental Protection Agency (EPA) that the Company (as successor-in-interest to Standard Tallow Company) is considered a potentially responsible party with respect to alleged contamination in the lower Passaic River area which is part of the Diamond Alkali Superfund Site located in Newark, New Jersey. In the letter, EPA requested that the Company join a group of other parties in funding a remedial investigation and feasibility study at the site. As of the date of this report, the Company has not agreed to participate in the funding group. The Company's ultimate liability for investigatory costs, remedial costs and/or natural resource damages in connection with the lower Passaic River area cannot be determined at this time; however, as of the date of this report, there is nothing that leads the Company to believe that these matters will have a material effect on the Company's financial position, 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 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 party to the lawsuit. 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. 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 is currently scheduled for trial in February 2014. 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.

(13)
Business Segments

The Company sells its products domestically and internationally and operates within two industry segments: Rendering and Bakery. 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.

Rendering
Rendering operations process animal by-products and used cooking oil into fats (primarily BFT, PG and YG), protein (primarily MBM and PM (feed grade and pet food)) and hides. Fat was approximately $195.4 million and $205.9 million of net sales for the three months ended September 28, 2013 and September 29, 2012, respectively and approximately $580.9 million and $626.0 million of net sales for the nine months ended September 28, 2013 and September 29, 2012, respectively. Protein was approximately $133.6 million and $137.1 million of net sales for the three months ended September 28, 2013 and September 29, 2012, respectively and approximately $410.6 million and $361.9 million of net sales for the nine months ended September 28, 2013 and September 29, 2012, respectively. Rendering also provides grease trap servicing. Included in the Rendering Segment is the National Service Center (“NSC”). The NSC schedules services such as fat and bone and used cooking oil collection and trap cleaning for contracted customers using the Company's resources or third-party providers.

Bakery
Bakery products are collected from large commercial bakeries that produce a variety of products, including cookies, crackers, cereal, bread, dough, potato chips, pretzels, sweet goods and biscuits, among others. The Company processes the raw materials into BBP, including Cookie Meal®, an animal feed ingredient primarily used in poultry rations.

Business Segment Net Sales (in thousands):
 
 
Three Months Ended
Nine Months Ended
 
September 28,
2013
September 29,
2012
September 28,
2013
September 29,
2012
Rendering
$
362,077

$
368,154

$
1,079,848

$
1,061,947

Bakery
63,709

84,578

214,953

214,567

Total
$
425,786

$
452,732

$
1,294,801

$
1,276,514



21



Business Segment Profit/(Loss) (in thousands):

 
 
Three Months Ended
Nine Months Ended
 
September 28, 2013
September 29, 2012
September 28, 2013
September 29, 2012
Rendering
$
65,053

$
70,624

$
196,951

$
208,263

Bakery
9,884

18,641

38,067

42,786

Corporate Activities
(41,973
)
(46,225
)
(131,937
)
(130,535
)
Interest expense
(5,313
)
(5,868
)
(16,607
)
(18,546
)
Net Income
$
27,651

$
37,172

$
86,474

$
101,968

 
Business Segment Assets (in thousands):

 
 
September 28,
2013
December 29,
2012
Rendering
$
1,239,859

$
1,088,775

Bakery
168,710

170,566

Corporate Activities
305,066

293,075

Total
$
1,713,635

$
1,552,416

 
(14)
Related Party Transactions

Lease Agreements

Darling through its wholly-owned subsidiary Griffin Industries LLC, leases two real properties located in Butler, Kentucky and real properties located in each of Jackson, Mississippi and Henderson, Kentucky from Martom Properties, LLC, an entity owned in part by Martin W. Griffin, the Company's Executive Vice President – Co-Chief Operations Officer. Each of these leases was entered into as of December 17, 2010. The lease term for each of the Butler properties and the Jackson property is thirty years, and the Company has the right to renew such leases for two additional terms of ten years each.  The annual rental payment for each of the Butler properties is $30,000 for the first five years of the lease term and is increased by the increase in the consumer price index every five years thereafter.  The annual rental payment for the Jackson property is $221,715 for the first five years of the lease term and is increased by the increase in the consumer price index every five years thereafter.  The lease term for the Henderson property is ten years, and the Company has the right to renew such lease for four additional terms of five years each.  The annual rental payment for the Henderson property is $60,000 for the first five years of the lease term and is increased by the increase in the consumer price index every five years thereafter.  Under the terms of each lease, the Company has a right of first offer and right of first refusal for each of the properties.

Raw Material Agreement

The Company has entered into a Raw Material Agreement with the Joint Venture pursuant to which the Company will offer to supply certain animal fats and used cooking oil at market prices, up to the Joint Venture's full operational requirement of feedstock, but the Joint Venture is not obligated to purchase the raw material offered by the Company. Additionally, the Company may offer other feedstocks to the Joint Venture, such as inedible corn oil, purchased on a resale basis. For the three and nine months months ended September 28, 2013, the Company has recorded sales to the Joint Venture of approximately $34.2 million and $44.4 million, respectively. There were no sales to the Joint Venture for the three and nine months ended September 29, 2012. At September 28, 2013 and December 29, 2012, the Company has $8.3 million and $0.3 million in outstanding receivables due from the Joint Venture, respectively. In addition, the Company has eliminated additional sales for the nine months ended September 28, 2013, of approximately $7.3 million to the Joint Venture to defer the Company's portion of profit on those sales relating to inventory assets still remaining on the Joint Venture's balance sheet at September 28, 2013 of approximately $1.3 million.

(15)     New Accounting Pronouncements

In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income. The ASU amends ASC Topic 220, Comprehensive Income.  The new standard eliminates the option to report other comprehensive income and its components in the statement of changes in equity and instead requires entities to present net income and other

22



comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. Reclassification adjustments between net income and other comprehensive income must be shown on the face of the statement(s), with no resulting change in net earnings. In December 2011, the FASB issued ASU No. 2011-12, Deferral of Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This ASU amends ASC Topic 220, Comprehensive Income. The new standard deferred the requirement to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income while the FASB further deliberates this aspect of the proposal. This update is effective for the Company on January 1, 2012 and must be applied retrospectively. The Company adopted this standard as of March 31, 2012. The adoption did not have a material impact on the Company's consolidated financial statements. In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Out of Accumulated Other Comprehensive Income. This ASU amends ASC Topic 220, Comprehensive Income. This new standard requires an entity to report either on the income statement or disclose in the footnotes to the financial statement the effects on earnings from items that are reclassified out of other comprehensive income. This update was effective for the Company on December 30, 2012. The adoption did not have a material impact on the Company's consolidated financial statements.

In July 2012, the FASB issued ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment. The ASU amends ASC Topic 350, Intangibles - Goodwill and Other. The new standard is intended to reduce the cost and complexity of performing an impairment test for indefinite-lived intangible assets by providing entities an option to perform a "qualitative" assessment to determine whether further impairment testing is necessary. The new standard allows an entity to first assess qualitative factors to determine if it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If based on its qualitative assessment an entity concludes it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount, quantitative impairment testing is required. However, if an entity concludes otherwise, quantitative impairment testing is not required. The standards update is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company adopted this standard in the first quarter of fiscal 2013. The adoption did not have a material impact on the Company's consolidated financial statements.

(16)     Guarantor Financial Information

The Company's Notes (see Note 6) are guaranteed on an unsecured basis by the Company's 100% directly and indirectly owned subsidiaries Darling National, Griffin and its subsidiary Craig Protein , Darling AWS LLC, Terra Holding Company, Darling Global Holdings Inc., Darling Northstar LLC, Terra Renewal Services, Inc. and EV Acquisition, Inc. (collectively, the "Guarantors"). The Guarantors fully and unconditionally guaranteed the Notes on a joint and several basis. The following financial statements present condensed consolidating financial data for (i) Darling, the issuer of the Notes, (ii) the combined Guarantors, (iii) the combined other subsidiaries of the Company that did not guarantee the Notes (the "Non-guarantors"), and (iv) eliminations necessary to arrive at the Company's consolidated financial statements, which include condensed consolidated balance sheets as of September 28, 2013 and December 29, 2012, and the condensed consolidating statements of operations, the condensed consolidating statements of comprehensive income and the condensed consolidating statements of cash flows for the three and nine months ended September 28, 2013 and September 29, 2012.



23



Condensed Consolidating Balance Sheet
As of September 28, 2013
(in thousands)

 
Issuer
Guarantors
Non-guarantors
Eliminations
Consolidated
ASSETS
 
 
 
 
 
Total current assets
$
104,281

$
509,978

$
2,542

$
(392,470
)
$
224,331

Investment in subsidiaries
1,701,426



(1,701,426
)

Property, plant and equipment, net
164,484

357,778



522,262

Intangible assets, net
14,787

349,374

254


364,415

Goodwill
21,860

424,616

266


446,742

Investment in unconsolidated subsidiary


116,250


116,250

Other assets
36,711

2,924



39,635

 
$
2,043,549

$
1,644,670

$
119,312

$
(2,093,896
)
$
1,713,635

LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 

 
 
 

Total current liabilities
$
478,392

$
58,816

$
3,497

$
(392,470
)
$
148,235

Long-term debt, net of current portion
250,000

76



250,076

Other noncurrent liabilities
50,919


167


51,086

Deferred income taxes
105,931




105,931

 Total liabilities
885,242

58,892

3,664

(392,470
)
555,328

Total stockholders’ equity
1,158,307

1,585,778

115,648

(1,701,426
)
1,158,307

 
$
2,043,549

$
1,644,670

$
119,312

$
(2,093,896
)
$
1,713,635


Condensed Consolidating Balance Sheet
As of December 29, 2012
(in thousands)

 
Issuer
Guarantors
Non-guarantors
Eliminations
Consolidated
ASSETS
 
 
 
 
 
Total current assets
$
174,576

$
455,604

$
3,037

$
(342,955
)
$
290,262

Investment in subsidiaries
1,449,577



(1,449,577
)

Property, plant and equipment, net
148,131

305,796



453,927

Intangible assets, net
14,497

322,634

271


337,402

Goodwill
21,860

359,243

266


381,369

Investment in unconsolidated subsidiary


62,495


62,495

Other assets
26,530

431



26,961

 
$
1,835,171

$
1,443,708

$
66,069

$
(1,792,532
)
$
1,552,416

LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 

 
 
 

Total current liabilities
$
414,755

$
59,218

$
666

$
(342,955
)
$
131,684

Long-term debt, net of current portion
250,000

142



250,142

Other noncurrent liabilities
61,365


174


61,539

Deferred income taxes
46,615




46,615

 Total liabilities
772,735

59,360

840

(342,955
)
489,980

 Total stockholders’ equity
1,062,436

1,384,348

65,229

(1,449,577
)
1,062,436

 
$
1,835,171

$
1,443,708

$
66,069

$
(1,792,532
)
$
1,552,416





24



Condensed Consolidating Statements of Operations
For the three months ended September 28, 2013
(in thousands)

 
Issuer
Guarantors
Non-guarantors
Eliminations
Consolidated
Net sales
$
182,331

$
309,529

$
2,293

$
(68,367
)
$
425,786

Cost and expenses:
 
 
 
 
 
Cost of sales and operating expenses
140,213

235,902

2,341

(68,367
)
310,089

Selling, general and administrative expenses
23,142

19,438

8


42,588

Acquisition costs
8,326




8,326

Depreciation and amortization
6,035

17,091

5


23,131

Total costs and expenses
177,716

272,431

2,354

(68,367
)
384,134

Operating income
4,615

37,098

(61
)

41,652

 
 

 

 
 
 

Interest expense
(5,309
)
(4
)


(5,313
)
Other, net
(3,023
)
(239
)
(6
)

(3,268
)
Equity in net income of unconsolidated subsidiary


11,953


11,953

Earnings in investments in subsidiaries
29,939



(29,939
)

Income/(loss) before taxes
26,222

36,855

11,886

(29,939
)
45,024

Income taxes (benefit)
(1,429
)
14,227

4,575


17,373

Net income (loss)
$
27,651

$
22,628

$
7,311

$
(29,939
)
$
27,651



Condensed Consolidating Statements of Operations
For the nine months ended September 28, 2013
(in thousands)
 
Issuer
Guarantors
Non-guarantors
Eliminations
Consolidated
Net sales
$
503,595

$
938,629

$
8,188

$
(155,611
)
$
1,294,801

Cost and expenses:
 
 
 
 
 
Cost of sales and operating expenses
388,463

701,804

8,041

(155,611
)
942,697

Selling, general and administrative expenses
66,984

57,798

61


124,843

Acquisition costs
9,157




9,157

Depreciation and amortization
17,990

49,067

17


67,074

Total costs and expenses
482,594

808,669

8,119

(155,611
)
1,143,771

Operating income
21,001

129,960

69


151,030

 
 

 

 
 
 

Interest expense
(16,596
)
(11
)


(16,607
)
Other, net
(2,697
)
108

(30
)

(2,619
)
Equity in net income of unconsolidated subsidiary


8,796


8,796

Earnings in investments in subsidiaries
85,424



(85,424
)

Income/(loss) from operations before taxes
87,132

130,057

8,835

(85,424
)
140,600

Income taxes (benefit)
658

50,067

3,401


54,126

Net income (loss)
$
86,474

$
79,990

$
5,434

$
(85,424
)
$
86,474





25



Condensed Consolidating Statements of Operations
For the three months ended September 29, 2012
(in thousands)

 
Issuer
Guarantors
Non-guarantors
Eliminations
Consolidated
Net sales
$
165,256

$
330,013

$
3,814

$
(46,351
)
$
452,732

Cost and expenses:
 
 
 
 
 
Cost of sales and operating expenses
125,806

244,924

3,530

(46,351
)
327,909

Selling, general and administrative expenses
20,396

18,093

34


38,523

Depreciation and amortization
5,502

15,016

6


20,524

Total costs and expenses
151,704

278,033

3,570

(46,351
)
386,956

Operating income
13,552

51,980

244


65,776