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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-Q
 
 (Mark One)      
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended
June 27, 2020
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 36-2495346
 (State or other jurisdiction      (I.R.S. Employer
of incorporation or organization)    Identification Number)
 5601 N MacArthur Blvd., Irving, Texas  75038
(Address of principal executive offices)  (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 Trading Symbol(s) Name of each exchange on which registered
Common stock $0.01 par value per share DAR New York Stock Exchange (“NYSE”)
 
    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 ☒     No ☐
 
    Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted 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 ☒     No ☐

 Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer     ☐
Non-accelerated filer  ☐   Smaller reporting company        ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of Exchange Act. ☐
 
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes ☐     No ☒
 
There were 161,961,180 shares of common stock, $0.01 par value, outstanding at July 30, 2020.


DARLING INGREDIENTS INC. AND SUBSIDIARIES
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 27, 2020
 
 
TABLE OF CONTENTS   

 
 
    Page No.
   
     
 
 
3
   
     
 
4
   
     
5
6
Six Months Ended June 27, 2020 and June 29, 2019
 
8
   
     
 
9
     
42
     
     
 63
     
     
65
     
     
   
66
66
67
     
 
68
2




DARLING INGREDIENTS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
June 27, 2020 and December 28, 2019
(in thousands, except share data)
June 27,
2020 		December 28,
2019
ASSETS (unaudited)
Current assets:
Cash and cash equivalents $ 76,185    $ 72,935   
Restricted cash 103    110   
Accounts receivable, less allowance for bad debts of $10,866 at June 27, 2020
   and $8,802 at December 28, 2019
375,908    406,338   
Inventories 394,708    362,957   
Prepaid expenses 46,003    46,599   
Income taxes refundable 3,752    3,317   
Other current assets 34,392    25,032   
Total current assets 931,051    917,288   
Property, plant and equipment, less accumulated depreciation of $1,524,837 at
   June 27, 2020 and $1,438,388 at December 28, 2019
1,773,329    1,802,411   
Intangible assets, less accumulated amortization of $507,275 at
   June 27, 2020 and $482,442 at December 28, 2019
485,148    526,394   
Goodwill 1,217,177    1,223,291   
Investment in unconsolidated subsidiaries 729,094    689,354   
Operating lease right-of-use assets 134,901    124,726   
Other assets 41,651    47,400   
Deferred income taxes 14,803    14,394   
  $ 5,327,154    $ 5,345,258   
LIABILITIES AND STOCKHOLDERS’ EQUITY    
Current liabilities:    
Current portion of long-term debt $ 42,758    $ 90,996   
Accounts payable, principally trade 197,528    239,252   
Income taxes payable 16,474    8,895   
Current operating lease liabilities 39,532    37,805   
Accrued expenses 310,004    311,391   
Total current liabilities 606,296    688,339   
Long-term debt, net of current portion 1,553,118    1,558,429   
Long-term operating lease liabilities 99,482    91,424   
Other non-current liabilities 109,046    115,785   
Deferred income taxes 260,858    247,931   
Total liabilities 2,628,800    2,701,908   
Commitments and contingencies
Stockholders’ equity:    
     Common stock, $0.01 par value; 250,000,000 shares authorized; 169,248,895 and
        168,620,314 shares issued at June 27, 2020 and at December 28, 2019, respectively
1,692    1,686   
Additional paid-in capital 1,581,812    1,560,897   
     Treasury stock, at cost; 7,290,619 and 4,845,203 shares at
       June 27, 2020 and at December 28, 2019, respectively
(136,676)   (75,022)  
Accumulated other comprehensive loss (364,522)   (321,847)  
Retained earnings 1,551,054    1,400,105   
Total Darling's stockholders’ equity 2,633,360    2,565,819   
Noncontrolling interests 64,994    77,531   
 Total stockholders' equity $ 2,698,354    $ 2,643,350   
  $ 5,327,154    $ 5,345,258   
 The accompanying notes are an integral part of these consolidated financial statements.
3

DARLING INGREDIENTS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
Three and six months ended June 27, 2020 and June 29, 2019
(in thousands, except per share data)
(unaudited)


 
Three Months Ended Six Months Ended
  June 27,
2020 		June 29,
2019 		June 27,
2020 		June 29,
2019
Net sales $ 848,673    $ 827,324    $ 1,701,515    $ 1,662,428   
Costs and expenses:    
Cost of sales and operating expenses 632,347    644,716    1,279,255    1,295,629   
Loss/(gain) on sale of assets 27    (13,926)   88    (18,176)  
Selling, general and administrative expenses 90,193    81,017    186,386    166,020   
Depreciation and amortization 83,310    79,486    167,981    158,650   
Total costs and expenses 805,877    791,293    1,633,710    1,602,123   
 Equity in net income of Diamond Green Diesel
63,492    38,093    161,312    62,370   
Operating income 106,288    74,124    229,117    122,675   
Other expense:    
Interest expense (17,920)   (20,853)   (37,010)   (40,729)  
Debt extinguishment costs —    (12,126)   —    (12,126)  
Foreign currency gain/(loss) (1,134)   (388)   530    (1,120)  
Other expense, net (1,485)   (2,019)   (3,366)   (4,544)  
Total other expense (20,539)   (35,386)   (39,846)   (58,519)  
Equity in net income/(loss) of other unconsolidated subsidiaries 692    82    1,561    (422)  
Income before income taxes 86,441    38,820    190,832    63,734   
Income tax expense 19,946    7,776    38,246    13,050   
Net income 66,495    31,044    152,586    50,684   
Net income attributable to noncontrolling interests (1,056)   (4,786)   (1,637)   (6,414)  
Net income attributable to Darling $ 65,439    $ 26,258    $ 150,949    $ 44,270   
Basic income per share $ 0.40    $ 0.16    $ 0.93    $ 0.27   
Diluted income per share $ 0.39    $ 0.16    $ 0.90    $ 0.26   

 



The accompanying notes are an integral part of these consolidated financial statements.
4

DARLING INGREDIENTS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
Three and six months ended June 27, 2020 and June 29, 2019
(in thousands)
(unaudited)

Three Months Ended Six Months Ended
  June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019
Net income $ 66,495    $ 31,044    $ 152,586    $ 50,684   
Other comprehensive income/(loss), net of tax:    
Foreign currency translation 20,139    16,326    (45,097)   11,440   
Pension adjustments 647    859    1,295    1,717   
Corn option derivative adjustments 1,804    22    1,940    22   
Heating oil derivative adjustments (8,940)   2,133    1,930    2,133   
Foreign exchange derivative adjustments 5,679    1,451    (3,472)   (486)  
Total other comprehensive income/(loss), net of tax 19,329    20,791    (43,404)   14,826   
Total comprehensive income $ 85,824    $ 51,835    $ 109,182    $ 65,510   
Comprehensive income attributable to noncontrolling interests
416    3,315    908    6,702   
Comprehensive income attributable to Darling $ 85,408    $ 48,520    $ 108,274    $ 58,808   





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

5


DARLING INGREDIENTS INC. AND SUBSIDIARIES
  
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Six months ended June 27, 2020 and June 29, 2019
(in thousands, except share data)
(unaudited)

Common Stock
Number of Outstanding Shares
$0.01 par Value
Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Loss Retained Earnings Stockholders' equity attributable to Darling Non-controlling Interest Total Stockholders' Equity
Balances at December 28, 2019 163,775,111    $ 1,686    $ 1,560,897    $ (75,022)   $ (321,847)   $ 1,400,105    $ 2,565,819    $ 77,531    $ 2,643,350   
Net income —    —    —    —    —    85,510    85,510    581    86,091   
Deductions to noncontrolling interests
—    —    3,271    —    —    —    3,271    (13,146)   (9,875)  
Pension liability adjustments, net of tax
—    —    —    —    648    —    648    —    648   
Heating oil derivative adjustment, net of tax
—    —    —    —    10,870    —    10,870    —    10,870   
Corn option derivative adjustment, net of tax
—    —    —    —    136    —    136    —    136   
Foreign exchange derivative adjustment, net of tax
—    —    —    —    (9,151)   —    (9,151)   —    (9,151)  
Foreign currency translation adjustments
—    —    —    —    (65,147)   —    (65,147)   (89)   (65,236)  
Issuance of non-vested stock 8,000    —    40    —    —    —    40    —    40   
Stock-based compensation —    —    10,778    —    —    —    10,778    —    10,778   
Treasury stock (2,372,876)   —    —    (60,082)   —    —    (60,082)   —    (60,082)  
Issuance of common stock 447,729    5    868    —    —    —    873    —    873   
Balances at March 28, 2020 161,857,964    $ 1,691    $ 1,575,854    $ (135,104)   $ (384,491)   $ 1,485,615    $ 2,543,565    $ 64,877    $ 2,608,442   
Net income —    —    —    —    —    65,439    65,439    1,056    66,495   
Deductions to noncontrolling interest —    —    —    —    —    —    —    (299)   (299)  
Pension liability adjustments, net of tax
—    —    —    —    647    —    647    —    647   
Heating oil derivative adjustment, net of tax
—    —    —    —    (8,940)   —    (8,940)   —    (8,940)  
Corn option derivative adjustment, net of tax
—    —    —    —    1,804    —    1,804    —    1,804   
Foreign exchange derivative adjustment, net of tax
—    —    —    —    5,679    —    5,679    —    5,679   
Foreign currency translation adjustments
—    —    —    —    20,779    —    20,779    (640)   20,139   
Issuance of non-vested stock —    —    55    —    —    —    55    —    55   
Stock-based compensation —    —    4,693    —    —    —    4,693    —    4,693   
Treasury stock (72,540)   —    —    (1,572)   —    —    (1,572)   —    (1,572)  
Issuance of common stock 172,852    1    1,210    —    —    —    1,211    —    1,211   
Balances at June 27, 2020 161,958,276    $ 1,692    $ 1,581,812    $ (136,676)   $ (364,522)   $ 1,551,054    $ 2,633,360    $ 64,994    $ 2,698,354   

The accompanying notes are an integral part of these consolidated financial statements.
6


DARLING INGREDIENTS INC. AND SUBSIDIARIES
  
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONTINUED)
Six months ended June 27, 2020 and June 29, 2019
(in thousands, except share data)
(unaudited)

Common Stock
Number of Outstanding Shares
$0.01 par Value
Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Loss Retained Earnings Stockholders' equity attributable to Darling Non-controlling Interest Total Stockholders' Equity
Balances at December 29, 2018 164,660,598    $ 1,681    $ 1,536,157    $ (47,756)   $ (304,539)   $ 1,087,505    $ 2,273,048    $ 62,773    $ 2,335,821   
Net income —    —    —    —    —    18,012    18,012    1,628    19,640   
Pension liability adjustments, net of tax
—    —    —    —    858    —    858    —    858   
Foreign exchange derivative adjustment, net of tax
—    —    —    —    (1,937)   —    (1,937)   —    (1,937)  
Foreign currency translation adjustments
—    —    —    —    (6,645)   —    (6,645)   1,759    (4,886)  
Stock-based compensation —    —    10,403    —    —    —    10,403    —    10,403   
Treasury stock (223,294)   —    —    (5,089)   —    —    (5,089)   —    (5,089)  
Issuance of common stock 311,502    3    1,886    —    —    —    1,889    —    1,889   
Balances at March 30, 2019 164,748,806    $ 1,684    $ 1,548,446    $ (52,845)   $ (312,263)   $ 1,105,517    $ 2,290,539    $ 66,160    $ 2,356,699   
Net income/(loss) —    —    —    —    —    26,258    26,258    4,786    31,044   
Deductions to noncontrolling interests —    —    —    —    —    —    —    (5,751)   (5,751)  
Pension liability adjustments, net of tax
—    —    —    —    859    —    859    —    859   
Heating oil derivative adjustments, net of tax
—    —    —    —    2,133    —    2,133    —    2,133   
Corn option derivative adjustment, net of tax
—    —    —    —    22    —    22    —    22   
Foreign exchange derivative adjustment, net of tax
—    —    —    —    1,451    —    1,451    —    1,451   
Foreign currency translation adjustments
—    —    —    —    17,797    —    17,797    (1,471)   16,326   
Stock-based compensation —    —    3,849    —    —    —    3,849    —    3,849   
Treasury stock (131)   —    —    (3)   —    —    (3)   —    (3)  
Issuance of common stock 375    —    6    —    —    —    6    —    6   
Balances at June 29, 2019 164,749,050    $ 1,684    $ 1,552,301    $ (52,848)   $ (290,001)   $ 1,131,775    $ 2,342,911    $ 63,724    $ 2,406,635   


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

7

DARLING INGREDIENTS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended June 27, 2020 and June 29, 2019
(in thousands)
(unaudited)
  June 27,
2020 		June 29,
2019
Cash flows from operating activities:    
Net Income $ 152,586    $ 50,684   
Adjustments to reconcile net income to net cash provided by operating activities:
   
Depreciation and amortization 167,981    158,650   
Loss (gain) on disposal of property, plant, equipment and other assets 88    (18,176)  
Gain on insurance proceeds from insurance settlements —    (845)  
Deferred taxes 13,998    (3,137)  
Increase (decrease) in long-term pension liability (890)   1,010   
Stock-based compensation expense 15,566    14,182   
Write-off deferred loan costs
—    4,547   
Deferred loan cost amortization
2,835    3,010   
Equity in net income of Diamond Green Diesel and other unconsolidated subsidiaries
(162,873)   (61,948)  
Distributions of earnings from Diamond Green Diesel and other unconsolidated subsidiaries
125,891    17,755   
Changes in operating assets and liabilities, net of effects from acquisitions:
   
Accounts receivable 26,077    27,218   
Income taxes refundable/payable 6,119    7,140   
Inventories and prepaid expenses (35,413)   (17,374)  
Accounts payable and accrued expenses (33,375)   (29,849)  
Other (14,941)   1,437   
Net cash provided by operating activities 263,649    154,304   
Cash flows from investing activities:    
Capital expenditures (123,204)   (167,871)  
       Acquisitions, net of cash acquired —    (1,431)  
       Investment in unconsolidated subsidiary —    (1,000)  
Gross proceeds from disposal of property, plant and equipment and other assets
1,053    9,814   
Proceeds from insurance settlement —    845   
Payments related to routes and other intangibles (3,712)   (3,150)  
Net cash used by investing activities (125,863)   (162,793)  
Cash flows from financing activities:    
Proceeds from long-term debt 16,164    507,722   
Payments on long-term debt (18,239)   (526,230)  
Borrowings from revolving credit facility 375,971    273,485   
Payments on revolving credit facility (405,800)   (266,884)  
Net cash overdraft financing (26,461)   11,178   
Deferred loan costs —    (7,003)  
Issuance of common stock 67    12   
Repurchase of common stock (55,044)   —   
Minimum withholding taxes paid on stock awards (4,863)   (3,193)  
Acquisition of noncontrolling interest (8,784)   —   
Distributions to noncontrolling interests (987)   —   
Net cash used by financing activities (127,976)   (10,913)  
Effect of exchange rate changes on cash (6,567)   (853)  
Net increase (decrease) in cash, cash equivalents and restricted cash 3,243    (20,255)  
Cash, cash equivalents and restricted cash at beginning of period 73,045    107,369   
Cash, cash equivalents and restricted cash at end of period $ 76,288    $ 87,114   
Supplemental disclosure of cash flow information:    
Accrued capital expenditures $ 23    $ (7,542)  
Cash paid during the period for:    
Interest, net of capitalized interest $ 35,070    $ 45,196   
Income taxes, net of refunds $ 18,030    $ 12,607   
Non-cash operating activities
 Operating lease right of use asset obtained in exchange for new lease liabilities $ 28,801    $ 7,492   
Non-cash financing activities
Debt issued for assets $ 21    $ —   

The accompanying notes are an integral part of these consolidated financial statements.
8

DARLING INGREDIENTS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
June 27, 2020
(unaudited)

(1)General

The accompanying consolidated financial statements for the three and six month periods ended June 27, 2020 and June 29, 2019, have been prepared by Darling Ingredients Inc., a Delaware corporation (“Darling”, and together with its subsidiaries, the “Company” or “we”, “us” or “our”) in accordance with generally accepted accounting principles in the United States (“GAAP”) 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 GAAP 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 28, 2019. 

(2)Summary of Significant Accounting Policies

(a)Basis of Presentation

The consolidated financial statements include the accounts of Darling and its consolidated subsidiaries. Noncontrolling interests represent the outstanding ownership interest in the Company's consolidated subsidiaries that are not owned by the Company. In the accompanying Consolidated Statements of Operations, the noncontrolling interest in net income of the consolidated subsidiaries is shown as an allocation of the Company's net income and is presented separately as “Net income attributable to noncontrolling interests.” In the Company's Consolidated Balance Sheets, noncontrolling interests represent the ownership interests in the Company consolidated subsidiaries' net assets held by parties other than the Company. These ownership interests are presented separately as “Noncontrolling interests” within “Stockholders' Equity.” All intercompany balances and transactions have been eliminated in consolidation.

(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 June 27, 2020, and include the 13 and 26 weeks ended June 27, 2020, and the 13 and 26 weeks ended June 29, 2019.

(c) Cash, Cash Equivalents and Restricted Cash

The Company considers all short-term highly liquid instruments, with an original maturity of three months or less, to be cash equivalents. Cash balances are recorded net of book overdrafts when a bank right-of-offset exists. All other book overdrafts are recorded in accounts payable and the change in the related balance is reflected in operating activities on the Consolidated Statement of Cash Flows. In addition, the Company has bank overdrafts, which are considered a form of short-term financing with changes in the related balance reflected in financing activities in the Consolidated Statement of Cash Flows.

Restricted cash represents amounts required to be set aside to cover self-insurance claims and collateral for environmental claims.

(d) 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
9

estimate of allowance for doubtful accounts is based upon the Company’s bad debt experience adjusted for differences in asset-specific risk characteristic, current economic conditions, and forecasts of future economic conditions.  If the financial condition of the Company’s customers deteriorates, resulting in the customers’ inability to pay the Company’s receivables as they come due, additional allowances for doubtful accounts may be required.

The Company has entered into agreements with third party banks to factor certain of the Company's trade receivables in order to enhance working capital by turning trade receivables into cash faster. Under these agreements, the Company sells certain selected customers trade receivables to the third party banks without recourse for cash less a nominal fee. For the three months ended June 27, 2020 and June 29, 2019, the Company sold approximately $86.3 million and $50.7 million of its trade receivables and incurred approximately $0.3 million and $0.3 million in fees, which are recorded as interest expense, respectively. For the six months ended June 27, 2020 and June 29, 2019, the Company sold approximately $170.8 million and $83.2 million of its trade receivables and incurred approximately $0.7 million and $0.5 million in fees, which are recorded as interest expense, respectively.

(e) Revenue Recognition

The Company recognizes revenue on sales when control of the promised finished product is transferred to the Company's customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for the finished product. Service revenues are recognized when the service occurs.  Certain customers may be required to prepay prior to shipment in order to maintain payment protection related to certain foreign and domestic sales.  These amounts are recorded as unearned revenue and recognized when control of the promised finished product is transferred to the Company's customer.  See Note 19 (Revenue) to the Company's Consolidated Financial Statements included herein.

(f) Foreign Currency Translation and Remeasurement

Foreign currency translation is included as a component of accumulated other comprehensive loss and reflects the adjustments resulting from translating the foreign currency denominated financial statements of foreign subsidiaries into U.S. dollars. The functional currency of the Company's foreign subsidiaries is the currency of the primary economic environment in which the entity operates, which is generally the local currency of the country. Accordingly, assets and liabilities of the foreign subsidiaries are translated into U.S. dollars at fiscal period end exchange rates, including intercompany foreign currency transactions that are of long-term investment nature. Income and expense items are translated at average exchange rates occurring during the period. Changes in exchange rates that affect cash flows and the related receivables or payables are recognized as transaction gains/(losses) in determining net income. The Company incurred net foreign currency translation gains/(losses) of approximately $(44.4) million and $11.2 million for the six months ended June 27, 2020 and June 29, 2019, respectively.

(g) Leases

The Company accounts for leases in accordance with Accounting Standard Codification (“ASC”) Topic 842, leases. The Company determines if an arrangement is a lease at inception for which the Company recognizes the right-of-use (“ROU”) asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. In determining the lease liability, the Company applies a discount rate to the minimum lease payments within each lease. ASC 842 requires the Company to use the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. To estimate the Company's incremental borrowing rate over various terms, a comparable market yield curve consistent with the Company's credit quality is determined. The lease term for all of the Company's leases include the noncancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise or when a triggering event occurs. The Company has elected to not recognize a ROU asset and lease liability with an initial term of 12 months or less at lease commencement. Current operating leases are included on the Company's balance sheet as a ROU asset, current operating lease liabilities and long-term operating lease liabilities. For finance leases, the lease liability is initially measured in the same manner and date as for the operating leases, and is subsequently measured at amortized cost using the effective interest
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method. Finance leases are included in property, plant and equipment, current portion of long-term debt and long-term debt, net of current portion, but are not significant to the Company.

The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of the lease incentives received. Some leases payments contain rent escalation clauses (including index-based escalations), initially measured using the index at the lease commencement date. The Company recognizes minimum rental expense on a straight-line basis based on the fixed components of the lease arrangement.

The Company uses the long-lived assets impairment guidance in ASC subtopic 360-10, Property, Plant and Equipment - Overall, to determine whether the ROU asset is impaired, and if so, the amount of the impairment loss to recognize. The Company monitors for events or changes in circumstances that require a reassessment of one of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in the consolidated statement of operations.

(h) Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

If it is at least reasonably possible that the estimate of the effect on the financial statements of a condition, situation, or set of circumstances that exist at the date of the financial statements will change in the near term due to one or more future confirming events, and the effect of the change would be material to the financial statements, the Company will disclose the nature of the uncertainty and include an indication that it is at least reasonably possible that a change in the estimate will occur in the near term.  If the estimate involves certain loss contingencies, the disclosure will also include an estimate of the probable loss or range of loss or state that an estimate cannot be made.

As a result of the current global COVID-19 pandemic, and related government imposed movement restrictions and initiatives implemented to reduce the global transmission of COVID-19, we have evaluated the potential impact to the Company's operations and for any indicators of potential triggering events that could indicate certain of the Company's assets may be impaired. Through the six months ended June 27, 2020, the Company has not observed any impairments of the Company's assets or a significant change in the fair value of due to the COVID-19 pandemic.

(i) Reclassifications

        Certain prior year amounts have been reclassified to conform to the current year presentation including reclassification of the Company's investment equity in net income of Diamond Green Diesel to operating income. See Note 3 (Investment in Unconsolidated Subsidiaries) to the Company's Consolidated Financial Statements included herein for further discussion.

(j) 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 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.
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Net Income per Common Share (in thousands, except per share data)
  Three Months Ended
June 27, 2020 June 29, 2019
  Income Shares Per Share Income Shares Per Share
Basic:            
Net Income attributable to Darling $ 65,439    162,154    $ 0.40    $ 26,258    164,935    $ 0.16   
Diluted:            
Effect of dilutive securities:            
Add: Option shares in the money and dilutive effect of non-vested stock awards   5,882        5,801     
Less: Pro forma treasury shares   (2,037)       (2,304)    
Diluted:            
Net income attributable to Darling $ 65,439    165,999    $ 0.39    $ 26,258    168,432    $ 0.16   

Net Income per Common Share (in thousands, except per share data)
  Six Months Ended
June 27, 2020 June 29, 2019
  Income Shares Per Share Income Shares Per Share
Basic:            
Net Income attributable to Darling $ 150,949    162,814    $ 0.93    $ 44,270    164,895    $ 0.27   
Diluted:            
Effect of dilutive securities:            
Add: Option shares in the money and dilutive effect of non-vested stock awards   6,315        5,964     
Less: Pro forma treasury shares   (2,166)       (2,313)    
Diluted:            
Net income attributable to Darling $ 150,949    166,963    $ 0.90    $ 44,270    168,546    $ 0.26   

For the three months ended June 27, 2020 and June 29, 2019, respectively, 1,157,300 and 641,399 outstanding stock options were excluded from diluted income per common share as the effect was antidilutive. For the three months ended June 27, 2020 and June 29, 2019, respectively, 626,783 and 556,418 shares of non-vested stock and stock equivalents were excluded from diluted income per common share as the effect was antidilutive.

For the six months ended June 27, 2020 and June 29, 2019, respectively, 576,911 and 641,399 outstanding stock options were excluded from diluted income per common share as the effect was antidilutive. For the six months ended June 27, 2020 and June 29, 2019, respectively, 540,776 and 471,661 shares of non-vested stock and stock equivalents were excluded from diluted income per common share as the effect was antidilutive.

(3) Investment in Unconsolidated Subsidiaries

On January 21, 2011, 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 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 as a result of the recent expanded capacity is now capable of processing approximately 20,000 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. Effective May 1, 2019, the limited liability company agreement was amended and restated for the purpose of updating the agreement in certain respects, including to remove certain provisions that were no longer relevant and to add new provisions relating to the DGD Joint Venture’s recently approved expansion project to construct a new, parallel facility located next to the existing facility.

In 2019, the Company continued to evaluate operational developments and the impact of anticipated significant expansion of the DGD Joint Venture. This evaluation was impactful to the consideration of how the Company most appropriately reflects its share of equity income from the DGD Joint Venture. Based on the Company's analysis, it was determined that the DGD Joint Venture has evolved into an integral and integrated part of the Company's ongoing
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operations. The Company determined this justifies a more meaningful and transparent presentation of equity in net income of the DGD Joint Venture as a component of the Company's operating income. As a result, the Company has reclassified its equity in net income of the DGD Joint Venture to operating income for all periods presented.

Selected financial information for the Company's DGD Joint Venture is as follows (in thousands):
(in thousands) June 30, 2020 December 31, 2019
Assets:
Total current assets $ 581,334    $ 668,026   
Property, plant and equipment, net 894,415    713,489   
Other assets 27,959    30,710   
Total assets $ 1,503,708    $ 1,412,225   
Liabilities and members' equity:
Total current portion of long term debt $ 495    $ 341   
Total other current liabilities 89,533    75,802   
Total long term debt 8,969    8,742   
Total other long term liabilities 4,023    4,422   
Total members' equity 1,400,688    1,322,918   
Total liabilities and members' equity $ 1,503,708    $ 1,412,225   

Three Months Ended Six Months Ended
(in thousands) June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
Revenues:
Operating revenues $ 295,826    $ 294,811    $ 654,441    $ 597,529   
Expenses:
Total costs and expenses less depreciation, amortization and accretion expense
157,611    207,024    308,958    450,087   
Depreciation, amortization and accretion expense
11,114    11,914    22,888    23,332   
Total costs and expenses 168,725    218,938    331,846    473,419   
Operating income 127,101    75,873    322,595    124,110   
Other income 200    634    661    1,275   
Interest and debt expense, net (317)   (321)   (632)   (645)  
Net income $ 126,984    $ 76,186    $ 322,624    $ 124,740   

As of June 27, 2020 under the equity method of accounting, the Company has an investment in the DGD Joint Venture of approximately $700.3 million on the consolidated balance sheet. The Company has recorded an equity in net income of approximately $63.5 million and $38.1 million for the three months ended June 27, 2020 and June 29, 2019, respectively. The Company has recorded an equity in net income of approximately $161.3 million and $62.4 million for the six months ended June 27, 2020 and June 29, 2019, respectively. In December 2019, the blender tax credits for calendar year 2018 and 2019 were retroactively reinstated by the U.S. Congress. In addition, blenders tax credits were extended for calendar years 2020, 2021 and 2022. For the three and six months ended June 30, 2019, the DGD Joint Venture results do not include any blenders tax credits, while in the three and six months ended June 30, 2020, the DGD Joint Venture recorded approximately $72.2 million and $152.2 million of blenders tax credits, respectively. In April 2020, the Company received a $125.0 million dividend distribution from the DGD Joint Venture. In July 2020, the DGD Joint Venture made dividend distributions to each partner in the amount of approximately $80.2 million.

In addition to the DGD Joint Venture, the Company has investments in other unconsolidated subsidiaries that are insignificant to the Company.

(4) Acquisitions and Dispositions

In December 2019, the Company began to consolidate EnviroFlight, LLC due to a loan issued by the Company, which resulted in more control by the Company based on variable interest entity literature. In January 2020, the Company acquired the other 50% minority interest in EnviroFlight, LLC from the other joint venture partner for approximately
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$8.8 million, along with the purchase of intellectual property of approximately $3.4 million for a total of approximately $12.2 million, thereby increasing the Company's ownership interest in EnviroFlight, LLC to 100%.
(5) Inventories

A summary of inventories follows (in thousands):
         
  June 27, 2020 December 28, 2019
Finished product $ 223,792    $ 199,799   
Work in process 91,136    81,841   
Raw material 37,663    41,964   
Supplies and other 42,117    39,353   
  $ 394,708    $ 362,957   

(6) Intangible Assets

The gross carrying amount of intangible assets not subject to amortization and intangible assets subject to amortization
is as follows (in thousands): 
  June 27, 2020 December 28, 2019
Indefinite Lived Intangible Assets    
Trade names $ 52,878    $ 52,733   
  52,878    52,733   
Finite Lived Intangible Assets:    
Routes 368,558    382,263   
Permits 477,916    483,593   
Non-compete agreements 3,110    3,840   
Trade names 65,670    65,670   
Royalty, consulting, land use rights and leasehold 24,291    20,737   
  939,545    956,103   
Accumulated Amortization:
Routes (175,721)   (169,050)  
Permits (286,960)   (272,213)  
Non-compete agreements (2,624)   (3,111)  
Trade names (36,165)   (32,890)  
Royalty, consulting, land use rights and leasehold (5,805)   (5,178)  
(507,275)   (482,442)  
Total Intangible assets, less accumulated amortization $ 485,148    $ 526,394   

Gross intangible routes, permits, trade names, non-compete agreements and other intangibles partially decreased in fiscal 2020 as a result of approximately $5.8 million of fully amortized asset retirements with the remainder of the decrease as a result of foreign currency translation. Amortization expense for the three and six months ended June 27, 2020 and June 29, 2019, was approximately $18.0 million, $18.4 million and $36.1 million and $36.9 million, respectively.

(7) Goodwill

Changes in the carrying amount of goodwill (in thousands):
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  Feed Ingredients Food Ingredients Fuel Ingredients Total
Balance at December 28, 2019      
Goodwill $ 793,457    $ 329,654    $ 116,555    $ 1,239,666   
Accumulated impairment losses (15,914)   (461)   —    (16,375)  
  777,543    329,193    116,555    1,223,291   
Foreign currency translation (6,458)   1,132    (788)   (6,114)  
Balance at June 27, 2020      
Goodwill 786,999    330,786    115,767    1,233,552   
Accumulated impairment losses (15,914)   (461)   —    (16,375)  
  $ 771,085    $ 330,325    $ 115,767    $ 1,217,177   

(8) Accrued Expenses
 
Accrued expenses consist of the following (in thousands):

  June 27, 2020 December 28, 2019
Compensation and benefits
$ 95,224    $ 107,324   
Accrued ad valorem, and franchise taxes
34,859    30,231   
Accrued operating expenses
63,116    67,194   
Other accrued expense
116,805    106,642   
  $ 310,004    $ 311,391   

(9) Leases

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The Company adopted the new standard on December 30, 2018 and is using the effective date as the Company's date of initial application and consequently, financial information will not be updated and the disclosures required under the this ASU will not be provided for dates and periods before December 30, 2018. The Company has elected the package of expedients, which permits the Company not to reassess under the new standard the Company's prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to the Company.

The Company leases certain real and personal property under non-cancelable operating leases. In addition, the Company leases a large portion of the Company's fleet of tractors, all of its rail cars, some IT equipment and other transportation equipment. The Company's office leases include certain lease and non-lease components, where the Company has elected to exclude the non-lease components from the calculation of the lease liability and ROU asset. The Company has finance leases, which are not significant to the Company and not separately disclosed in detail.

The components of operating lease expense included in cost of sales and operating expenses and selling, general and administrative expenses were as follows (in thousands):
Three Months Ended Six Months Ended
June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019
Operating lease expense $ 11,785    $ 12,511    $ 23,294    $ 24,828   
Short-term lease costs 5,581    2,697    11,826    5,750   
Total lease cost $ 17,366    $ 15,208    35,120    30,578   


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Other information (in thousands, except lease terms and discount rates):
Six Months Ended
June 27, 2020 June 29, 2019
Cash paid for amounts included in the measurement lease liabilities
Operating cash flows from operating leases $ 25,282    $ 24,980   
June 27, 2020 December 28, 2019
Operating right-of-use assets, net $ 134,901    $ 124,726   
Operating lease liability, current $ 39,532    $ 37,805   
Operating lease liability, non-current 99,482    91,424   
Total operating lease liabilities $ 139,014    $ 129,229   
Weighted average remaining lease term - operating leases 6.27 years 6.50 years
Weighted average discount rate - operating leases 4.45  % 4.71  %

Future annual minimum lease payments and capital lease commitments as of June 27, 2020 are as follows (in thousands):
Period Ending Fiscal Operating Leases Capital Leases
2020 (excluding the six months ended June 27, 2020) $ 23,791    $ 73   
2021 37,458    16   
2022 26,870    16   
2023 22,183    10   
2024 16,170    8   
Thereafter 27,160    1   
$ 153,632    $ 124   
Less amounts representing interest $ (14,618)   (6)  
Lease obligations included in current and long-term liabilities $ 139,014    $ 118   

(10) Debt

Debt consists of the following (in thousands): 
June 27, 2020 December 28, 2019
Amended Credit Agreement:    
Revolving Credit Facility
$ 10,000    $ 39,000   
Term Loan B
495,000    495,000   
Less unamortized deferred loan costs (6,983)   (7,696)  
Carrying value Term Loan B 488,017    487,304   
5.25% Senior Notes due 2027 with effective interest of 5.47%
500,000    500,000   
Less unamortized deferred loan costs (6,126)   (6,494)  
Carrying value 5.25% Senior Notes due 2027
493,874    493,506   
3.625% Senior Notes due 2026 - Denominated in euro with effective interest of 3.83%
577,315    574,096   
Less unamortized deferred loan costs - Denominated in euro (6,530)   (6,982)  
Carrying value 3.625% Senior Notes due 2026
570,785    567,114   
Other Notes and Obligations 33,200    62,501   
1,595,876    1,649,425   
Less Current Maturities 42,758    90,996   
$ 1,553,118    $ 1,558,429   

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As of June 27, 2020, the Company had capital lease obligations denominated in Canadian dollars included in debt. The total Canadian dollar finance lease obligation was approximately CAD$0.1 million.

As of June 27, 2020, the Company had outstanding debt under the Company's 3.625% Senior Notes due 2026 denominated in euros of €515.0 million. See below for discussion relating to the Company's debt agreements. In addition, at June 27, 2020, the Company had capital lease obligations denominated in euros included in debt. The total euro finance lease obligations was less than approximately €0.1 million.

As of June 27, 2020, the Company had other notes and obligations that consist of various overdraft facilities of approximately $15.2 million, a China working capital line of credit of approximately $17.4 million and other debt of approximately $0.6 million.

Senior Secured Credit Facilities. On January 6, 2014, Darling, Darling International Canada Inc. (“Darling Canada”) and Darling International NL Holdings B.V. (“Darling NL”) entered into a Second Amended and Restated Credit Agreement (as subsequently amended, the “Amended Credit Agreement”), restating its then existing Amended and Restated Credit Agreement dated September 27, 2013 (the “Former Credit Agreement”), 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 18, 2017, the Company, and certain of its subsidiaries entered into an amendment (the “Fifth Amendment”) with its lenders to the Amended Credit Agreement. Among other things, the Fifth Amendment (i) refinanced the term B loans under the Amended Credit Agreement with new term B loans in an aggregate principal amount of $525.0 million with a maturity date of December 18, 2024; (ii) adjusted the applicable margin pricing on borrowings under the term B loan; (iii) modified certain of the negative covenants to increase the allowances for certain actions, including debt and investments; and (iv) made other updates and changes.

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 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 Company's Amended Credit Agreement provides for senior secured credit facilities in the aggregate principal amount of $1.88 billion comprised of (i) the Company's $350.0 million term loan A facility, (ii) the Company's $525.0 million term loan B facility and (iii) the Company's $1.0 billion five-year revolving loan facility (approximately $150.0 million of which is available for a letter of credit sub-facility and $50.0 million of which is 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 $948.3 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 Darling Ingredients Germany Holding GmbH 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. The revolving loan facility will be used for working capital needs, general corporate purposes and other purposes not prohibited by the Amended Credit Agreement.

The interest rate applicable to any borrowings under the 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 the base rate plus 1.00% or LIBOR plus 2.00%.
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As of June 27, 2020, the Company had $10.0 million outstanding under the revolver at base rate plus a margin of 1.00% per annum for a total of 4.25% per annum. The Company had $495.0 million outstanding under the term loan B facility at LIBOR plus a margin of 2.00% per annum for a total of 2.18% per annum. As of June 27, 2020, the Company had availability of $939.7 million under the Amended Credit Agreement taking into account amounts borrowed, ancillary facilities and letters of credit issued of $3.6 million. The Company also has foreign bank guarantees that are not part of the Company's Amended Credit Agreement in the amount of approximately $10.3 million at June 27, 2020.

3.625% Senior Notes due 2026. On May 2, 2018, Darling Global Finance B.V. issued and sold €515.0 million aggregate principal amount of 3.625% Senior Notes due 2026 (the “3.625% Notes”). The 3.625% Notes, which were offered in a private offering, were issued pursuant to a Senior Notes Indenture, dated as of May 2, 2018 (the “3.625% Indenture”), among Darling Global Finance B.V., Darling, the subsidiary guarantors party thereto from time to time, Citibank, N.A., London Branch, as trustee and principal paying agent, and Citigroup Global Markets Deutschland AG, as principal registrar. The 3.625% Notes are guaranteed on a senior unsecured basis by Darling and all of Darling's restricted subsidiaries (other than any foreign subsidiary or any receivable entity) that guarantee the Senior Secured Credit Facilities.

5.25% Senior Notes due 2027. On April 3, 2019, Darling issued and sold $500.0 million aggregate principal amount of 5.25% Senior Notes due 2027 (the “5.25% Notes”). The 5.25% Notes, which were offered in a private offering, were issued pursuant to a Senior Notes Indenture, dated as of April 3, 2019 (the “5.25% Indenture”), among Darling, the subsidiary guarantors party thereto from time to time, and Regions Bank, as trustee. The 5.25% Notes are guaranteed on a senior unsecured basis by Darling and all of Darling's restricted subsidiaries (other than foreign subsidiaries).

As of June 27, 2020, the Company believes it is in compliance with all of the financial covenants under the Amended Credit Agreement, as well as all of the other covenants contained in the Amended Credit Agreement, the 5.25% Indenture and the 3.625% Indenture.

(11) Income Taxes
 
The Company has provided income taxes for the three and six month periods ended June 27, 2020 and June 29, 2019, based on its estimate of the effective tax rate for the entire 2020 and 2019 fiscal years. The Company’s estimated annual effective tax rate is based on forecasts of income by jurisdiction, permanent differences between book and tax income, the relative proportion of income and losses by jurisdiction, and statutory income tax rates. Discrete events such as the assessment of the ultimate outcome of tax audits, audit settlements, recognizing previously unrecognized tax benefits due to the lapsing of statutes of limitation, recognizing or derecognizing deferred tax assets due to projections of income or loss and changes in tax laws are recognized in the period in which they occur.
 
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 expects to have access to its offshore earnings with no material U.S. tax impact. Therefore, the Company does not consider earnings from its foreign subsidiaries to be permanently reinvested offshore.

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.

Unrecognized tax benefits represent the difference between tax positions taken or expected to be taken in a tax return and the benefits recognized for financial statement purposes. As of June 27, 2020, the Company had $8.5 million of gross unrecognized tax benefits and $0.7 million of related accrued interest and penalties. It is reasonably possible within the next twelve months that the Company’s gross unrecognized tax benefits may decrease by up to $3.9 million, excluding interest and penalties. The possible change in unrecognized tax benefits relates to the resolution of an uncertain tax position upon the restructuring of certain subsidiaries.

On March 27, 2020, the CARES Act (the “Act”) was enacted in response to the COVID-19 pandemic. In addition, governments around the world have enacted or implemented various forms of tax relief measures in response to the
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economic conditions in the wake of COVID-19. The Company is continuing to evaluate the impact of the Act and changes to income tax laws and regulations in other jurisdictions and currently does not expect they will materially impact the Company.

The Company’s major taxing jurisdictions include the United States (federal and state), Canada, the Netherlands, Belgium, Brazil, Germany, France and China. The Company is subject to regular examination by various tax authorities and 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 tax jurisdictions is open for varying periods, but is generally closed through the 2013 tax year.

(12)   Other Comprehensive Income/(Loss)

The Company follows FASB authoritative guidance for reporting and presentation of comprehensive income/(loss) and its components.  Other comprehensive income/(loss) is derived from adjustments that reflect pension adjustments, corn option adjustments, foreign exchange forward adjustments, heating oil swap adjustments and foreign currency translation adjustments.

In the first six months of fiscal 2020, the Company's DGD Joint Venture entered into heating oil derivatives that were deemed to be cash flow hedges. As a result, the Company has accrued the other comprehensive income/(loss) portion belonging to Darling with an offset to the investment in DGD as required by FASB ASC Topic 323.

The components of other comprehensive income/(loss) and the related tax impacts for the three and six months ended June 27, 2020 and June 29, 2019 are as follows (in thousands):

Three Months Ended
Before-Tax Tax (Expense) Net-of-Tax
Amount or Benefit Amount
June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019
Defined benefit pension plans
Amortization of prior service (cost)/benefit
$ 8    $ 9    $ (2)   $ (2)   $ 6    $ 7   
Amortization of actuarial loss 854    1,147    (213)   (295)   641    852   
Total defined benefit pension plans 862    1,156    (215)   (297)   647    859   
Corn option derivatives
Gain/(loss) reclassified to net income
639    (37)   (160)   10    479    (27)  
Gain/(loss) activity recognized in other comprehensive income/(loss)
1,768    67    (443)   (18)   1,325    49   
Total corn option derivatives 2,407    30    (603)   (8)   1,804    22   
Heating oil derivatives
Gain/(loss) activity recognized in other comprehensive income/(loss)
(11,921)   2,874    2,981    (741)   (8,940)   2,133   
Total heating oil derivatives (11,921)   2,874    2,981    (741)   (8,940)   2,133   
Foreign exchange derivatives
Gain/(loss) reclassified to net income
(4,835)   287    1,176    (111)   (3,659)   176   
Gain/(loss) activity recognized in other comprehensive income/(loss)
13,546    1,854    (4,208)   (579)   9,338    1,275   
Total foreign exchange derivatives 8,711    2,141    (3,032)   (690)   5,679    1,451   
Foreign currency translation 20,852    16,652    (713)   (326)   20,139    16,326   
Other comprehensive income/(loss) $ 20,911    $ 22,853    $ (1,582)   $ (2,062)   $ 19,329    $ 20,791   
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Six Months Ended
Before-Tax Tax (Expense) Net-of-Tax
Amount or Benefit Amount
June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019
Defined benefit pension plans
Amortization of prior service (cost)/benefit
$ 16    $ 18    $ (4)   $ (5)   $ 12    $ 13   
Amortization of actuarial loss 1,708    2,293    (425)   (589)   1,283    1,704   
Total defined benefit pension plans 1,724    2,311    (429)   (594)   1,295    1,717   
Corn option derivatives
Gain/(loss) reclassified to net income
939    (37)   (235)   10    704    (27)  
Gain/(loss) activity recognized in other comprehensive income/(loss)
1,649    67    (413)   (18)   1,236    49   
Total corn option derivatives 2,588    30    (648)   (8)   1,940    22   
Heating oil derivatives
Gain/(loss) activity recognized in other comprehensive income/(loss)
2,573    2,874    (643)   (741)   1,930    2,133   
Total heating oil derivatives 2,573    2,874    (643)   (741)   1,930    2,133   
Foreign exchange derivatives
Gain/(loss) reclassified to net income
(5,247)   287    1,305    (111)   (3,942)   176   
Gain/(loss) activity recognized in other comprehensive income/(loss)
626    (1,080)   (156)   418    470    (662)  
Total foreign exchange derivatives (4,621)   (793)   1,149    307    (3,472)   (486)  
Foreign currency translation (45,035)   11,259    (62)   181    (45,097)   11,440   
Other comprehensive income/(loss) $ (42,771)   $ 15,681    $ (633)   $ (855)   $ (43,404)   $ 14,826   

The following table presents the amounts reclassified out of each component of other comprehensive income/(loss), net of tax for the three and six months ended June 27, 2020 and June 29, 2019 as follows (in thousands):

Three Months Ended Six Months Ended
June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019 Statement of Operations Classification
Derivative instruments
Foreign exchange contracts $ 4,835    $ (287)   $ 5,247    $ (287)   Net sales
Corn option derivatives (639)   37    (939)   37    Cost of sales and operating expenses
4,196    (250)   4,308    (250)   Total before tax
(1,016)   101    (1,070)   101    Income taxes
3,180    (149)   3,238    (149)   Net of tax
Defined benefit pension plans
Amortization of prior service cost
$ (8)   $ (9)   $ (16)   $ (18)   (a)
Amortization of actuarial loss
(854)   (1,147)   (1,708)   (2,293)   (a)
(862)   (1,156)   (1,724)   (2,311)   Total before tax
215    297    429    594    Income taxes
(647)   (859)   (1,295)   (1,717)   Net of tax
Total reclassifications $ 2,533    $ (1,008)   $ 1,943    $ (1,866)   Net of tax

(a)These items are included in the computation of net periodic pension cost. See Note 14 (Employee Benefit Plans) to the Company's Consolidated Financial Statement included herein for additional information.

The following table presents changes in each component of accumulated other comprehensive income/(loss) as of June 27, 2020 as follows (in thousands):
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Six Months Ended June 27, 2020
Foreign Currency Derivative Defined Benefit
Translation Instruments Pension Plans Total
Accumulated Other Comprehensive Income/(loss) December 28, 2019, attributable to Darling, net of tax
$ (282,338)   $ (5,505)   $ (34,004)   $ (321,847)  
Other comprehensive loss before reclassifications
(45,097)   3,636    —    (41,461)  
Amounts reclassified from accumulated other comprehensive loss
—    (3,238)   1,295    (1,943)  
Net current-period other comprehensive income/(loss) (45,097)   398    1,295    (43,404)  
Noncontrolling interest
(729)   —    —    (729)  
Accumulated Other Comprehensive Income/(loss) June 27, 2020, attributable to Darling, net of tax
(326,706)   $ (5,107)   $ (32,709)   $ (364,522)  

(13)    Stockholders' Equity

Fiscal 2020 Long-Term Incentive Opportunity Awards (2020 LTIP). On January 6, 2020, the Compensation Committee (the “Committee”) of the Company's Board of Directors adopted the 2020 LTIP pursuant to which they awarded certain of the Company's key employees, 550,934 stock options and 224,481 performance share units (the “PSUs”) under the Company's 2017 Omnibus Incentive Plan. The stock options vest 33.33% on the first, second and third anniversaries of the grant date. The PSUs are tied to a three-year forward-looking performance period and will be earned based on the Company's average return on capital employed (“ROCE”), as calculated in accordance with the terms of the award agreement, relative to the average ROCE of the Company's performance peer group companies, with the earned award to be determined in the first quarter of fiscal 2023, after the final results for the relevant performance period are determined. The PSUs were granted at a target of 100%, but each PSU will reduce or increase depending on the Company's ROCE relative to that of the performance peer group companies and is also subject to the application of a total shareholder return (“TSR”) cap/collar modifier depending on the Company's TSR during the performance period relative to that of the performance peer group companies.

During the first quarter of fiscal 2020, the Company repurchased approximately $55.0 million of its common stock in the open market and no common stock was repurchased in the second quarter of fiscal 2020. As of June 27, 2020, the Company had approximately $125.8 million remaining under the share repurchase program initially approved in August 2017 and subsequently extended to August 13, 2020. On August 3, 2020, the Company’s Board of Directors approved the extension for an additional two years of its previously announced share repurchase program and refreshed the amount of the program back up to its original amount of an aggregate of $200.0 million of the Company's Common depending on market conditions.

(14)    Employee Benefit Plans

The Company has retirement and pension plans covering a substantial number of its domestic and foreign employees.  Most retirement benefits are provided by the Company under separate final-pay noncontributory and contributory defined benefit and defined contribution plans for all salaried and hourly employees (excluding those covered by union-sponsored plans) who meet service and age requirements. Although various defined benefit formulas exist for employees, generally these are based on length of service and earnings patterns during employment. Effective January 1, 2012, the Company's Board of Directors authorized the Company to proceed with the restructuring of its domestic retirement benefit program to include the closing of Darling's 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.

Net pension cost for the three and six months ended June 27, 2020 and June 29, 2019 includes the following components (in thousands):
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Pension Benefits Pension Benefits
  Three Months Ended Six Months Ended
  June 27,
2020 		June 29,
2019 		June 27,
2020 		June 29,
2019
Service cost $ 749    $ 683    $ 1,504    $ 1,361   
Interest cost 1,430    1,714    2,858    3,424   
Expected return on plan assets (2,032)   (1,817)   (4,071)   (3,636)  
Amortization of prior service cost 8    9    16    18   
Amortization of net loss 854    1,147    1,708    2,293   
Net pension cost $ 1,009    $ 1,736    $ 2,015    $ 3,460   

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 and foreign 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 June 27, 2020, the Company expects to contribute approximately $4.8 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 six months ended June 27, 2020 and June 29, 2019 of approximately $2.4 million and $1.5 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 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, five plans have certified as critical or red zone, two plans have certified as endangered or yellow zone as defined by the Pension Protection Act of 2006.

The Company has received notices of withdrawal liability from five U.S. multiemployer plans in which it participated. During the second quarter of fiscal 2020, the Company settled one of the withdrawal liabilities for approximately $2.5 million. As of June 27, 2020, the Company has an aggregate accrued liability of approximately $2.8 million representing the present value of scheduled withdrawal liability payments on the remaining multiemployer plans that have given notices of withdrawal. 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.

(15) Derivatives

The Company’s operations are exposed to market risks relating to commodity prices that affect the Company’s cost of raw materials, finished product prices and energy costs and the risk of changes in interest rates and foreign currency exchange rates.

The Company makes limited use of derivative instruments to manage cash flow risks related to natural gas usage, diesel fuel usage, inventory, forecasted sales and foreign currency exchange rates. The Company does not use derivative instruments for trading purposes.  Natural gas swaps and options are entered into with the intent of managing the overall cost of natural gas usage by reducing the potential impact of seasonal weather demands on natural gas that increases natural gas prices.  Heating oil swaps and options are entered into with the intent of managing the overall cost of diesel fuel usage by reducing the potential impact of seasonal weather demands on diesel fuel that increases diesel fuel prices.  Soybean meal options are entered into with the intent of managing the impact of changing prices for poultry meal sales. Corn options and future contracts are entered into with the intent of managing U.S. forecasted sales of bakery by-products (“BBP”) by reducing the impact of changing prices.  Foreign currency forward and option contracts are entered into to mitigate the foreign exchange rate risk for transactions designated in a currency other than the local functional currency. At June 27, 2020, the Company had corn option contracts and foreign exchange forward and option contracts outstanding that qualified and were designated for hedge accounting as well as corn forward contracts and foreign currency forward contracts that did not qualify and were not designated for hedge accounting.
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Entities are required to report all derivative instruments in the statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, on the reason for holding the instrument. If certain conditions are met, entities may elect to designate a derivative instrument as a hedge of exposures to changes in fair value, cash flows or foreign currencies. If the hedged exposure is a cash flow exposure, the gain or loss on the derivative instrument is reported initially as a component of other comprehensive income (outside of earnings) and is subsequently reclassified into earnings when the forecasted transaction affects earnings. Any amounts excluded from the assessment of hedge effectiveness 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 2019 and fiscal 2020, the Company entered into corn option contracts on the Chicago Board of Trade that are designated as 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 2021. At June 27, 2020 and December 28, 2019, the aggregate fair value of these corn option contracts was approximately $3.6 million and $0.4 million, respectively. These amounts are included in other current assets and noncurrent assets on the balance sheet, with an offset recorded in accumulated other comprehensive loss. The Company may enter into corn option contracts in the future from time to time.

In fiscal 2019 and fiscal 2020, the Company entered into foreign exchange forward and option contracts that are designated as cash flow hedges. Under the terms of the foreign exchange contracts, the Company hedged a portion of its forecasted collagen sales in currencies other than the functional currency through the fourth quarter of fiscal 2022. At June 27, 2020 and December 28, 2019, the aggregate fair value of these foreign exchange contracts was approximately $0.1 million and $1.3 million, respectively. The June 27, 2020 amounts are included in other current assets, accrued expense and noncurrent assets on the balance sheet, with an offset recorded in accumulated other comprehensive loss. The December 28, 2019 amounts are included in other current assets, accrued expense and noncurrent assets on the balance sheet, with an offset recorded in accumulated other comprehensive loss.

As of June 27, 2020, the Company had the following outstanding forward and option contract amounts that were entered into to hedge foreign currency transactions in currencies other than the functional currency and forecasted transactions in currencies other than the functional currency (in thousands):

Functional Currency Contract Currency
Type Amount Type Amount
Brazilian real 40,217    Euro 6,750   
Brazilian real 1,544,422    U.S. dollar 345,911   
Euro 48,776    U.S. dollar 54,613   
Euro 20,717    Polish zloty 92,000   
Euro 7,241    Japanese yen 861,057   
Euro 11,026    Chinese renminbi 87,689   
Euro 15,266    Australian dollar 24,850   
Euro 5,432    British pound 4,832   
Euro 33    Canadian dollar 50   
Polish zloty 19,707    Euro 4,427   
British pound 157    Euro 173   
British pound 33    U.S. dollar 41   
Japanese yen 20,355    U.S. dollar 190   
U.S. dollar 1,132    Japanese yen 121,000   
U.S. dollar 49,784    Euro 45,000   
Chinese renminbi 2,265    Euro 284   

The Company estimates the amount that will be reclassified from accumulated other comprehensive loss at June 27, 2020 into earnings over the next 12 months will be approximately $8.1 million. As of June 27, 2020, no amounts have been reclassified into earnings as a result of the discontinuance of cash flow hedges.

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The table below summarizes the effect of derivatives not designated as hedges on the Company's consolidated statements of operations for the three and six months ended June 27, 2020 and June 29, 2019 (in thousands):
Loss or (Gain) Recognized in Income on Derivatives Not Designated as Hedges
Three Months Ended Six Months Ended
Derivatives not designated as hedging instruments Location June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019
Foreign exchange Foreign currency loss $ 1,257    $ (335)   $ (38)   $ 1,536   
Foreign exchange
Net sales
(107)   (234)   623    62   
Foreign exchange
Cost of sales and operating expenses
(170)   151    (1,057)   (94)  
Foreign exchange
Selling, general and administrative expense
1,180    (351)   6,904    522   
Corn options and futures Net sales 935    (612)   1,790    (262)  
Corn options and futures
Cost of sales and operating expenses
(1,245)   1,516    (3,086)   643   
Heating oil swaps and options
Net sales
(38)   —    (38)   —   
Heating Oil swaps and options
Cost of sales and operating expenses
—    —    —    (506)  
Total $ 1,812    $ 135    $ 5,098    $ 1,901   

At June 27, 2020, the Company had forward purchase agreements in place for purchases of approximately $32.7 million of natural gas and diesel fuel.  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 and the Company has elected to account for these as normal purchases as defined in the FASB authoritative guidance.

(16)    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 June 27, 2020 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 June 27, 2020 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 $ 13,592    $ —    $ 13,592    $ —   
Total Assets $ 13,592    $ —    $ 13,592    $ —   
Liabilities:
Derivative instruments $ 8,488    $ —    $ 8,488    $ —   
5.25% Senior notes 511,750    —    511,750    —   
3.625% Senior notes 579,797    —    579,797    —   
Term loan B 487,575    —    487,575    —   
Revolver debt 9,800    —    9,800    —   
Total Liabilities $ 1,597,410    $ —    $ 1,597,410    $ —   
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    Fair Value Measurements at December 28, 2019 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 $ 4,140    $ —    $ 4,140    $ —   
Total Assets $ 4,140    $ —    $ 4,140    $ —   
Liabilities:
Derivative instruments $ 1,593    $ —    $ 1,593    $ —   
5.25% Senior notes 531,850    —    531,850    —   
3.625% Senior notes 605,327    —    605,327    —   
Term loan B 497,475    —    497,475    —   
Revolver debt 38,805    —    38,805    —   
Total Liabilities $ 1,675,050    $ —    $ 1,675,050    $ —   

Derivative assets and liabilities consist of the Company’s corn future contracts and foreign currency 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 15 (Derivatives) to the Company's Consolidated Financial Statements included herein for discussion on the Company's derivatives.

The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximates fair value due to the short maturity of these instruments and as such have been excluded from the table above. The carrying amount of the Company's other debt is not deemed to be significantly different from the fair value and all other instruments have been recorded at fair value. 

The fair value of the senior notes, term loan B and revolver debt is based on market quotation from third-party banks.

(17) 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 environmental matters, including air, wastewater and storm water discharges from the Company’s processing facilities, litigation involving tort, contract, statutory, labor, employment, and other claims, and tax matters.

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

As a result of the matters discussed above, the Company has established loss reserves for insurance, environmental, litigation and tax contingencies. At June 27, 2020 and December 28, 2019, the reserves for insurance, environmental, litigation and tax contingencies reflected on the balance sheet in accrued expenses and other non-current liabilities were approximately $67.5 million and $70.5 million, respectively.  The Company has insurance recovery receivables of approximately $26.2 million as of June 27, 2020 and December 28, 2019, related to the insurance contingencies. The Company's management believes these reserves for contingencies are reasonable and sufficient based upon present governmental regulations and information currently available to management; however, there can be no assurance that final costs related to these contingencies will not exceed current estimates. The Company believes that the likelihood is remote that any additional liability from the lawsuits and claims that may not be covered by insurance would have a material effect on the Company's financial position, results of operations or cash flows.

Lower Passaic River Area. In December 2009, the Company, along with numerous other entities, received notice from the United States Environmental Protection Agency (“EPA”) that the Company (as alleged successor-in-interest to The Standard Tallow Corporation) is considered a potentially responsible party (a “PRP”) with respect to alleged contamination in the lower 17-mile area of the Passaic River which is part of the Diamond Alkali Superfund Site
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located in Newark, New Jersey. The Company’s designation as a PRP is based upon the operation of former plant sites located in Newark and Kearny, New Jersey by The Standard Tallow Corporation, an entity that the Company acquired in 1996. In 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 (the “ROD”) selecting a remedy for the lower 8.3 miles of the lower Passaic River area at an estimated cost of $1.38 billion. The EPA letter makes no demand on the Company and 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 EPA has already offered early cash out settlements to 20 of the other PRPs and has stated that other parties who did not discharge any of the eight contaminants of concern identified in the ROD (the “COCs”) may also be eligible for cash out settlements and conducted a settlement analysis using a third-party allocator. The Company participated in this allocation process as it asserts that it is not responsible for any liabilities of its former subsidiary The Standard Tallow Corporation, which was legally dissolved in 2000, and that, in any event, The Standard Tallow Corporation did not discharge any of the COCs. In November 2019, the Company received a cash out settlement offer from the EPA in the amount of $0.6 million ($0.3 million for each of the former plant sites in question) for liabilities relating to the lower 8.3 miles of the lower Passaic River area. The Company has accepted this settlement offer, which is now subject to the EPA's administrative approval process, which includes publication and a public comment period. On September 30, 2016, Occidental Chemical Corporation (“OCC”) entered into an agreement with the EPA to perform the remedial design for the cleanup plan for the lower 8.3 miles of the Passaic River. On June 30, 2018, OCC filed a complaint in the United States District Court for the District of New Jersey against over 100 companies, including the Company, seeking cost recovery or contribution for costs under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) relating to various investigations and cleanups OCC has conducted or is conducting in connection with the Passaic River. According to the complaint, OCC has incurred or is incurring costs which include the estimated cost to complete the remedial design for the cleanup plan for the lower 8.3 miles of the Passaic River. OCC is also seeking a declaratory judgment to hold the defendants liable for their proper shares of future response costs, including the remedial action for the lower 8.3 miles of the Passaic River. The Company, along with 40 of the other defendants, had previously received a release from OCC of its CERCLA contribution claim of $165 million associated with the costs to design the remedy for the lower 8.3 miles of the Passaic River. Furthermore, in the event the settlement with the EPA described above is consummated, it could preclude certain of the claims alleged by OCC against the Company. 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 definitive evidence that the former Standard Tallow Corporation plant sites contributed any of the COCs 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.

Environmental Enforcement Matter. In February 2020, the Company entered into a Joint Consent Order with the Office of the Attorney General of the State of New Jersey (the “New Jersey AG”) resolving all but the penalty portion of a suit filed by the New Jersey AG in the Superior Court of New Jersey, Essex County, Chancery Division, Docket No. C-188-19, in which the New Jersey AG sought injunctive relief and penalties related to various alleged violations relating to emissions from the Company’s Newark, New Jersey facility. We are currently working with the New Jersey AG to resolve the penalty portion of the claim, which may exceed $100,000. Even though we expect this matter will have no material effect on our financial position, results of operations or liquidity, we are reporting this proceeding to comply with SEC regulations, which require us to disclose certain information about proceedings arising under federal, state, or local provisions regulating the discharge of materials into the environment or protecting the environment if we reasonably believe that such proceedings may result in monetary sanctions of $100,000 or more.

(18) Business Segments

The Company sells its products domestically and internationally, operating within three industry segments: Feed Ingredients, Food Ingredients and Fuel Ingredients. The measure of segment income (loss) includes all revenues, operating expenses (excluding certain amortization of intangibles), and selling, general and administrative expenses incurred at all operating locations and excludes corporate activities.

Included in corporate activities are general corporate expenses and the amortization of certain intangibles. Assets of corporate activities include cash, unallocated prepaid expenses, deferred tax assets, prepaid pension, and miscellaneous other assets.
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Feed Ingredients
Feed Ingredients consists principally of (i) the Company's U.S. ingredients business, including the Company's fats and proteins, used cooking oil, trap grease and food residuals collection businesses, the Rothsay ingredients business, the ingredients and specialty products businesses conducted by Darling Ingredients International under the Sonac name (proteins, fats, and plasma products) and (ii) the Company's bakery residuals business. Feed Ingredients operations process animal by-products and used cooking oil into fats, proteins and hides.

Food Ingredients
Food Ingredients consists principally of (i) the collagen business conducted by Darling Ingredients International under the Rousselot name, (ii) the natural casings and meat-by-products business conducted by Darling Ingredients International under the CTH name and (iii) certain specialty products businesses conducted by Darling Ingredients International under the Sonac name, which primarily consists of an edible fat business.

Fuel Ingredients
The Company's Fuel Ingredients segment consists of (i) the portion of the Company's biofuel business related to its investment in the DGD Joint Venture (ii) the Company's biofuel business conducted under the Dar Pro® and Rothsay names and (iii) the bioenergy business conducted by Darling Ingredients International under the Ecoson and Rendac names.

Business Segments (in thousands):

Feed Ingredients Food Ingredients Fuel Ingredients Corporate Total
Three Months Ended June 27, 2020
Net Sales $ 503,690    $ 278,934    $ 66,049    $ —    $ 848,673   
Cost of sales and operating expenses 367,902    220,159    44,286    —    632,347   
Gross Margin 135,788    58,775    21,763    —    216,326   
Loss/(gain) on sale of assets 76    (48)   (1)   —    27   
Selling, general and administrative expenses 50,484    22,564    3,953    13,192    90,193   
Depreciation and amortization 52,683    19,972    7,980    2,675    83,310   
Equity in net income of Diamond Green Diesel
—    —    63,492    —    63,492   
Segment operating income/(loss) 32,545    16,287    73,323    (15,867)   106,288   
Equity in net income of other unconsolidated subsidiaries
692    —    —    —    692   
Segment income/(loss) 33,237    16,287    73,323    (15,867)   106,980   
Total other expense (20,539)  
Income before income taxes $ 86,441   

27

Feed Ingredients Food Ingredients Fuel Ingredients Corporate Total
Three Months Ended June 29, 2019
Net Sales $ 487,447    $ 274,835    $ 65,042    $ —    $ 827,324   
Cost of sales and operating expenses 376,955    214,444    53,317    —    644,716   
Gross Margin 110,492    60,391    11,725    —    182,608   
Gain on sale of assets (524)   (13,379)   (23)   —    (13,926)  
Selling, general and administrative expenses 46,465    23,431    425    10,696    81,017   
Depreciation and amortization 48,720    19,861    8,362    2,543    79,486   
Equity in net income of Diamond Green Diesel
—    —    38,093    —    38,093   
Segment operating income/(loss) 15,831    30,478    41,054    (13,239)   74,124   
Equity in net Income of other unconsolidated subsidiaries
82    —    —    —    82   
Segment income/(loss) 15,913    30,478    41,054    (13,239)   74,206   
Total other expense (35,386)  
Income before income taxes $ 38,820   
 
Feed Ingredients Food Ingredients Fuel Ingredients Corporate Total
Six Months Ended June 27, 2020
Net Sales $ 1,016,315    $ 549,228    $ 135,972    $ —    $ 1,701,515   
Cost of sales and operating expenses 756,355    425,589    97,311    —    1,279,255   
Gross Margin 259,960    123,639    38,661    —    422,260   
Loss/(gain) on sale of assets 126    (46)   8    —    88   
Selling, general and administrative expense 104,431    48,040    5,607    28,308    186,386   
Depreciation and amortization 106,204    40,277    16,072    5,428    167,981   
Equity in net income of Diamond Green Diesel
—    —    161,312    —    161,312   
Segment operating income/(loss) 49,199    35,368    178,286    (33,736)   229,117   
Equity in net income of other unconsolidated subsidiaries
1,561    —    —    —    1,561   
Segment income/(loss) 50,760    35,368    178,286    (33,736)   230,678   
Total other expense (39,846)  
Income before income taxes $ 190,832   
Segment assets at June 27, 2020 $ 2,600,884    $ 1,325,739    $ 1,090,623    $ 309,908    $ 5,327,154   

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Feed Ingredients Food Ingredients Fuel Ingredients Corporate Total
Six Months Ended June 29, 2019
Net Sales $ 983,266    $ 553,999    $ 125,163    $ —    $ 1,662,428   
Cost of sales and operating expenses 763,814    428,448    103,367    —    1,295,629   
Gross Margin 219,452    125,551    21,796    —    366,799   
Loss/(gain) on sale of assets (4,914)   (13,265)   3    —    (18,176)  
Selling, general and administrative expense 95,296    45,318    (329)   25,735    166,020   
Depreciation and amortization 98,089    39,372    16,160    5,029    158,650   
Equity in net income of Diamond Green Diesel
—    —    62,370    —    62,370   
Segment operating income/(loss) 30,981    54,126    68,332    (30,764)   122,675   
Equity in net loss of other unconsolidated subsidiaries
(422)   —    —    —    (422)  
Segment income/(loss) 30,559    54,126    68,332    (30,764)   122,253   
Total other expense (58,519)  
Income before income taxes $ 63,734   
Segment assets at December 28, 2019 $ 2,653,363    $ 1,345,526    $ 1,087,701    $ 258,668    $ 5,345,258   

(19) Revenue

The Company extends payment terms to its customers based on commercially acceptable practices. The term between invoicing and payment due date is not significant. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring finished products or performing services, which is generally based on executed agreement or purchase order.

Most of the Company's products are shipped based on the customer specifications. Customer returns are infrequent and not material to the Company. Adjustments to net sales for sales deductions are generally recognized in the same period as the sale or when known. Customers in certain industries or countries may be required to prepay prior to shipment in order to maintain payment protection. These represent short-term prepayment from customers and are not material to the Company.

The following tables presents the Company revenues disaggregated by geographic area and major product types by reportable segment for the three and six months ended June 27, 2020 and June 29, 2019 (in thousands):

Three Months Ended June 27, 2020
Feed Ingredients Food Ingredients Fuel Ingredients Total
Geographic Area
North America $ 419,318    $ 58,548    $ 991    $ 478,857   
Europe 78,466    157,326    65,058    300,850   
China 3,354    45,043    —    48,397   
South America —    2,080    —    2,080   
Other 2,552    15,937    —    18,489   
Net sales $ 503,690    $ 278,934    $ 66,049    $ 848,673   
Major product types
Fats $ 167,507    $ 31,839    $ —    $ 199,346   
Used cooking oil 39,007    —    —    39,007   
Proteins 210,141    —    —    210,141   
Bakery 37,964    —    —    37,964   
Other rendering 39,464    —    —    39,464   
Food ingredients —    223,526    —    223,526   
Bioenergy —    —    65,058    65,058   
Biofuels —    —    991    991   
Other 9,607    23,569    —    33,176   
Net sales $ 503,690    $ 278,934    $ 66,049    $ 848,673   
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Six Months Ended June 27, 2020
Feed Ingredients Food Ingredients Fuel Ingredients Total
Geographic Area
North America $ 846,781    $ 104,963    $ 6,391    $ 958,135   
Europe 158,909    315,913    129,581    604,403   
China 5,777    84,999    —    90,776   
South America —    12,666    —    12,666   
Other 4,848    30,687    —    35,535   
Net sales $ 1,016,315    $ 549,228    $ 135,972    $ 1,701,515   
Major product types
Fats $ 330,791    $ 65,315    $ —    $ 396,106   
Used cooking oil 86,615    —    —    86,615   
Proteins 406,121    —    —    406,121   
Bakery 85,065    —    —    85,065   
Other rendering 86,628    —    —    86,628   
Food ingredients —    438,319    —    438,319   
Bioenergy —    —    129,581    129,581   
Biofuels —    —    6,391    6,391   
Other 21,095    45,594    —    66,689   
Net sales $ 1,016,315    $ 549,228    $ 135,972    $ 1,701,515   

Three Months Ended June 29, 2019
Feed Ingredients Food Ingredients Fuel Ingredients Total
Geographic Area Revenues
North America $ 401,450    $ 54,801    $ 9,644    $ 465,895   
Europe 78,857    147,807    55,398    282,062   
China 4,953    42,984    —    47,937   
South America —    12,121    —    12,121   
Other 2,187    17,122    —    19,309   
Net sales $ 487,447    $ 274,835    $ 65,042    $ 827,324   
Major product types
Fats $ 143,542    $ 30,785    $ —    $ 174,327   
Used cooking oil 45,299    —    —    45,299   
Proteins 200,385    —    —    200,385   
Bakery 44,415    —    —    44,415   
Other rendering 40,883    —    —    40,883   
Food ingredients —    223,236    —    223,236   
Bioenergy —    —    55,398    55,398   
Biofuels —    —    9,644    9,644   
Other 12,923    20,814    —    33,737   
Net sales $ 487,447    $ 274,835    $ 65,042    $ 827,324   
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Six Months Ended June 29, 2019
Feed Ingredients Food Ingredients Fuel Ingredients Total
Geographic Area Revenues
North America $ 811,687    $ 103,614    $ 15,354    $ 930,655   
Europe 158,855    299,459    109,809    568,123   
China 7,905    89,921    —    97,826   
South America —    24,790    —    24,790   
Other 4,819    36,215    —    41,034   
Net sales $ 983,266    $ 553,999    $ 125,163    $ 1,662,428   
Major product types
Fats $ 288,418    $ 65,923    $ —    $ 354,341   
Used cooking oil 90,705    —    —    90,705   
Proteins 406,198    —    —    406,198   
Bakery 90,071    —    —    90,071   
Other rendering 82,137    —    —    82,137   
Food ingredients —    445,144    —    445,144   
Bioenergy —    —    109,809    109,809   
Biofuels —    —    15,354    15,354   
Other 25,737    42,932    —    68,669   
Net sales $ 983,266    $ 553,999    $ 125,163    $ 1,662,428   

Revenue from Contracts with Customers

The Company has two primary revenue streams. Finished product revenues are recognized when control of the promised finished product is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the finished product. Service revenues are recognized when the service occurs.

Fats and Proteins. Fats and Proteins include the Company's global activities related to the collection and processing of beef, poultry and pork animal by-products into finished products of non-food grade oils, food grade fats and protein meal. Fats and proteins net sales are recognized when the Company ships the finished product to the customer and control has been transferred.

Used Cooking Oil. Used cooking oil includes collection and processing of used cooking oil into finished products of non-food grade fats. Used cooking oil net sales are recognized when the Company ships the finished product to the customer and control has been transferred.

Bakery. Bakery includes collection and processing of bakery residuals into finished product including Cookie Meal®, an animal feed ingredient primarily used in poultry and swine rations. Bakery net sales are recognized when the Company ships the finished product to the customer and control has been transferred.

Other Rendering. Other rendering include hides, pet food products, and service charges. Hides and pet food net sales are recognized when the Company ships the finished product to the customer and control has been transferred. Service revenues are recognized when the service has occurred.

Food Ingredients. Food ingredients includes collection and processing of pigskin, hide, bone and fish into finished product. It also includes harvesting, sorting and selling of hog and sheep casings as well as harvesting, purchasing and processing of hog, sheep and beef meat for pet food industry. Collagen and CTH meat and casings net sales are recognized when the Company ships the finished product to the customer and control has been transferred.

Bioenergy. Bioenergy includes Ecoson, which converts organic sludge and food waste into biogas and Rendac, which collects fallen stock and animal waste for a fee and processes these materials into fats and meals that can only be used as low grade energy or fuel for boilers and cement kilns. Net sales are recognized when the finished product is shipped to the customer and control has been transferred. Service revenues are recognized in net sales when the service has occurred.

31

Biofuels. Biofuels includes the North American processing of rendered animal fats, recycled cooking oils and third party additives to produce diesel fuel. Biofuel net sales are recognized when the finished product is shipped to the customer and control has been transferred.

Other. Other includes grease trap collection and environmental services to food processors in the Feed Ingredients segment and Sonac Bone and Sonac Heparin in the Food Ingredients segment. Net sales are recognized when the Company ships the finished product to the customer. Service revenues are recognized when the service has occurred.

Long-Term Performance Obligations. The Company from time to time enters into long-term contracts to supply certain volumes of finished products to certain customers. Revenue recognized to date in 2020 under these long-term supply contracts was approximately $16.6 million, with the remaining performance obligations to be recognized in future periods (generally 3 years) of approximately $204.9 million.

(20) Related Party Transactions

Raw Material Agreement

The Company entered into a Raw Material Agreement with the DGD Joint Venture in May 2011 pursuant to which the Company will offer to supply certain animal fats and used cooking oil at market prices, 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 three months ended June 27, 2020 and June 29, 2019, the Company has recorded sales to the DGD Joint Venture of approximately $72.3 million and $51.0 million, respectively. For the six months ended June 27, 2020 and June 29, 2019, the Company has recorded sales to the DGD Joint Venture of approximately $134.4 million and $102.2 million, respectively. At June 27, 2020 and December 28, 2019, the Company has $13.7 million and $17.8 million in outstanding receivables due from the DGD Joint Venture, respectively. In addition, the Company has eliminated approximately $8.6 million and $7.8 million of additional sales for the three months ended June 27, 2020 and June 29, 2019, respectively to defer the Company's portion of profit of approximately $1.7 million and $1.4 million on those sales relating to inventory assets remaining on the DGD Joint Venture's balance sheet at June 27, 2020 and June 29, 2019, respectively.

Revolving Loan Agreement

On May 1, 2019, Darling through its wholly owned subsidiary Darling Green Energy LLC, (“Darling Green”), and Diamond Alternative Energy, LLC, a wholly owned subsidiary of Valero (“Diamond Alternative” and together with Darling Green, the “DGD Lenders”), entered into a revolving loan agreement (the “DGD Loan Agreement”) with the DGD Joint Venture. The DGD Lenders have committed to making loans available to the DGD Joint Venture in the total amount of $50.0 million with each lender committed to $25.0 million of the total commitment. Any borrowings by the DGD Joint Venture under the DGD Loan Agreement are at the applicable annum rate equal to the sum of (a) the LIBO Rate (meaning Reuters BBA Libor Rates Page 3750) on such day plus (b) 2.50%. The DGD Loan Agreement matures on April 29, 2021, unless extended by agreement of the parties. As of June 27, 2020, no amounts are owed to Darling Green under the DGD Loan Agreement.

Guarantee Agreement

In February 2020, in connection with the DGD Joint Venture’s expansion project at its Norco, LA facility, it has entered into two agreements (the “IMTT Terminaling Agreements”) with International-Matex Tank Terminals (“IMTT”), pursuant to which the DGD Joint Venture will move raw material and finished product to and from the IMTT terminal facility by pipeline, thereby providing better logistical capabilities.  As a condition to entering into the IMTT Terminaling Agreements, IMTT required that the Company and Valero guarantee their proportionate share, up to $50 million each, of the DGD Joint Venture’s obligations under the IMTT Terminaling Agreements (the “Guarantee”), subject to the conditions provided for in the IMTT Terminaling Agreements. The Company has not recorded any liability as a result of the Guarantee, as the Company believes the likelihood of having to make any payments under the Guarantee is remote.

(21)    New Accounting Pronouncements

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform Topic 848, Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The update provides optional guidance for a limited period of time to
32

ease the potential burden in accounting for (or reorganizing the effects of) contract modifications on financial reporting, caused by reference rate reform. This ASU is effective for all entities as of March 12, 2020 through December 31, 2022. The adoption of this ASU in the first quarter of fiscal 2020 did not have a material impact on the Company's consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes. This ASU amends Topic 740 Income Taxes, which eliminates certain exceptions in accounting for income taxes, improves consistency in application and clarifies existing guidance. The standard is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard.

In August 2018, the FASB issued ASU No. 2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans. This ASU amends Subtopic 715-20, Compensation - Retirement Benefits - Defined Benefit Plans - General, which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing and adding certain disclosures for these plans. The standard is effective for fiscal years ending after December 15, 2020, with early adoption permitted. While the adoption of this standard will impact the Company's disclosure, the Company does not expect it will materially impact the Company's consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Changes to the Disclosure Requirements for Fair Value Measurements. This ASU amends Topic 820, Fair Value Measurement, which changes the disclosure requirements for fair value measurements by removing, adding and modifying certain disclosures. The standard is effective for fiscal years beginning after December 15, 2019 and for interim periods therein, with early adoption permitted. The adoption of this ASU at the beginning of fiscal year 2020 did not have a material impact on the Company's consolidated financial statements.

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 adoption of this ASU at the beginning of fiscal 2020 did not have a material impact on the Company's consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Under ASU 2016-13, existing guidance on reporting credit losses for trade and other receivables and available for sale debt securities will be replaced with a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. This ASU is effective for fiscal years beginning after December 15, 2019 and interim periods therein. The initial adoption of this ASU at the beginning of fiscal year 2020 did not have a material impact on the Company's consolidated financial statements.

(22)     Guarantor Financial Information

The Company's 5.25% Notes and 3.625% Notes (see Note 10 (Debt) to the Company's Consolidated Financial Statements included herein) are guaranteed on a senior unsecured basis by the following Notes Guarantors, each of which is a 100% directly or indirectly owned subsidiary of Darling and which constitute all of Darling's existing restricted subsidiaries that are Credit Agreement Guarantors (other than Darling's foreign subsidiaries, Darling Global Finance B.V., which issued the 3.625% Notes and is discussed further below, or any receivables entity): Darling National LLC, Griffin Industries LLC and its subsidiary Craig Protein Division, Inc., Darling Global Holdings Inc., EV Acquisition, LLC, Rousselot Inc., Rousselot Dubuque Inc., Sonac USA LLC and Rousselot Peabody Inc. In addition, the 3.625% Notes, which were issued by Darling Global Finance B.V., a wholly-owned indirect subsidiary of Darling, are guaranteed on a senior unsecured basis by Darling. The Notes Guarantors, and Darling in the case of the 3.625% Notes, fully and unconditionally guaranteed the 5.25% Notes and 3.625% Notes on a joint and several basis. The following financial statements present condensed consolidated financial data for (i) Darling, (ii) the combined Notes Guarantors, (iii) the combined other subsidiaries of the Company that did not guarantee the 5.25% Notes or the 3.625% Notes (the “Non-guarantors”), and (iv) eliminations necessary to arrive at the Company's consolidated
33

financial statements, which include condensed consolidated balance sheets as of June 27, 2020 and December 28, 2019, and the condensed consolidated statements of operations, the condensed consolidated statements of comprehensive income/(loss) and the condensed consolidated statements of cash flows for the three and six months ended June 27, 2020 and June 29, 2019. Separate financial information is not presented for Darling Global Finance B.V. since it was formed as a special purpose finance subsidiary for the purpose of issuing euro-denominated notes such as the 3.625% Notes and therefore does not have any substantial operations or assets.


Condensed Consolidated Balance Sheet
As of June 27, 2020
(in thousands)

Parent Guarantors Non-guarantors Eliminations Consolidated
ASSETS
Cash and cash equivalents $ 968    $ 25    $ 75,192    $ —    $ 76,185   
Restricted cash 103    —    —    —    103   
Accounts receivable 45,605    694,352    642,619    (1,006,668)   375,908   
Inventories 21,711    96,458    276,539    —    394,708   
Income taxes refundable 1,322    —    2,430    —    3,752   
Prepaid expenses 18,001    3,316    24,686    —    46,003   
Other current assets 7,528    (3,720)   44,049    (13,465)   34,392   
Total current assets 95,238    790,431    1,065,515    (1,020,133)   931,051   
Investment in subsidiaries 5,602,453    1,283,699    844,045    (7,730,197)   —   
Property, plant and equipment, net 432,057    518,120    823,152    —    1,773,329   
Intangible assets, net 41,583    155,546    288,019    —    485,148   
Goodwill 49,902    490,748    676,527    —    1,217,177   
Investment in unconsolidated subsidiaries —    —    729,094    —    729,094   
Operating lease right-of-use asset 79,306    29,662    25,933    —    134,901   
Other assets 34,704    134    57,258    (50,445)   41,651   
Deferred taxes —    —    14,803    —    14,803   
  $ 6,335,243    $ 3,268,340    $ 4,524,346    $ (8,800,775)   $ 5,327,154   
LIABILITIES AND STOCKHOLDERS’ EQUITY      
Current portion of long-term debt $ 20,315    $ 11    $ 35,897    $ (13,465)   $ 42,758   
Accounts payable 1,033,477    19,961    150,752    (1,006,662)   197,528   
Income taxes payable 2,882    —    13,592    —    16,474   
Current operating lease liability 20,873    10,520    8,139    —    39,532   
Accrued expenses 93,432    26,689    189,889    (6)   310,004   
Total current liabilities 1,170,979    57,181    398,269    (1,020,133)   606,296   
Long-term debt, net of current portion 1,032,352    25    571,186    (50,445)   1,553,118   
Long-term operating lease liability 63,948    18,767    16,767    —    99,482   
Other noncurrent liabilities 75,902    —    33,144    —    109,046   
Deferred income taxes 142,606    —    118,252    —    260,858   
 Total liabilities
2,485,787    75,973    1,137,618    (1,070,578)   2,628,800   
Total stockholders’ equity 3,849,456    3,192,367    3,386,728    (7,730,197)   2,698,354   
  $ 6,335,243    $ 3,268,340    $ 4,524,346    $ (8,800,775)   $ 5,327,154   
34



Condensed Consolidated Balance Sheet
As of December 28, 2019
(in thousands)

Parent Guarantors Non-guarantors Eliminations Consolidated
ASSETS
Cash and cash equivalents $ 551    $ 26    $ 72,358    $ —    $ 72,935   
Restricted cash 103    —    7    —    110   
Accounts receivable 51,097    702,945    518,614    (866,318)   406,338   
Inventories 26,893    86,609    249,455    —    362,957   
Income taxes refundable 1,106    —    2,211    —    3,317   
Prepaid expenses 20,888    2,241    23,470    —    46,599   
Other current assets 5,399    (2,326)   40,872    (18,913)   25,032   
Total current assets 106,037    789,495    906,987    (885,231)   917,288   
Investment in subsidiaries 5,365,956    1,366,635    844,043    (7,576,634)   —   
Property, plant and equipment, net 434,237    524,577    843,597    —    1,802,411   
Intangible assets, net 44,404    170,581    311,409    —    526,394   
Goodwill 49,902    490,748    682,641    —    1,223,291   
Investment in unconsolidated subsidiary —    —    689,354    —    689,354   
Operating lease right-of-use asset 74,005    31,243    19,478    —    124,726   
Other assets 35,456    134    61,974    (50,164)   47,400   
Deferred income taxes —    —    14,394    —    14,394   
  $ 6,109,997    $ 3,373,413    $ 4,373,877    $ (8,512,029)   $ 5,345,258   
LIABILITIES AND STOCKHOLDERS’ EQUITY      
Current portion of long-term debt $ 40,916    $ 10    $ 68,983    $ (18,913)   $ 90,996   
Accounts payable 893,490    29,535    182,484    (866,257)   239,252   
Income taxes payable (10)   —    8,905    —    8,895   
Current operating lease liability 20,454    10,510    6,841    —    37,805   
Accrued expenses 116,758    32,861    161,833    (61)   311,391   
Total current liabilities 1,071,608    72,916    429,046    (885,231)   688,339   
Long-term debt, net of current portion 1,040,974    30    567,589    (50,164)   1,558,429   
Long-term operating lease liability 58,970    20,281    12,173    —    91,424   
Other noncurrent liabilities 80,409    —    35,376    —    115,785   
Deferred income taxes 122,109    —    125,822    —    247,931   
 Total liabilities
2,374,070    93,227    1,170,006    (935,395)   2,701,908   
 Total stockholders’ equity
3,735,927    3,280,186    3,203,871    (7,576,634)   2,643,350   
  $ 6,109,997    $ 3,373,413    $ 4,373,877    $ (8,512,029)   $ 5,345,258   



35


Condensed Consolidated Statements of Operations
For the three months ended June 27, 2020
(in thousands)

Parent Guarantors Non-guarantors Eliminations Consolidated
Net sales $ 185,915    $ 310,650    $ 404,358    $ (52,250)   $ 848,673   
Cost and expenses:
Cost of sales and operating expenses
140,742    245,968    297,887    (52,250)   632,347   
Loss/(gain) on sale of assets 76    (8)   (41)   —    27   
Selling, general and administrative expenses 44,937    11,024    34,232    —    90,193   
Depreciation and amortization 16,989    26,223    40,098    —    83,310   
Total costs and expenses 202,744    283,207    372,176    (52,250)   805,877   
Equity in net income of Diamond Green Diesel —    —    63,492    —    63,492   
Operating income/(loss) (16,829)   27,443    95,674    —    106,288   
     
Interest expense (12,451)   (44)   (5,425)   —    (17,920)  
Foreign currency gains/(losses) (184)   (1)   (949)   —    (1,134)  
Other income/(expense), net (1,200)   (290)   5    —    (1,485)  
Equity in net income of other unconsolidated subsidiaries
—    —    692    —    692   
Earnings in investments in subsidiaries 88,848    —    —    (88,848)   —   
Income/(loss) before taxes 58,184    27,108    89,997    (88,848)   86,441   
Income tax expense/(benefit) (7,255)   6,045    21,156    —    19,946   
Net income attributable to noncontrolling interests
—    —    (1,056)   —    (1,056)  
Net income/(loss) attributable to Darling
$ 65,439    $ 21,063    $ 67,785    $ (88,848)   $ 65,439   


Condensed Consolidated Statements of Operations
For the six months ended June 27, 2020
(in thousands)

Parent Guarantors Non-guarantors Eliminations Consolidated
Net sales $ 366,834    $ 620,951    $ 809,383    $ (95,653)   $ 1,701,515   
Cost and expenses:
Cost of sales and operating expenses
284,884    492,288    597,736    (95,653)   1,279,255   
Loss/(gain) on sale of assets 38    55    (5)   —    88   
Selling, general and administrative expenses 93,011    23,541    69,834    —    186,386   
Depreciation and amortization 34,261    52,816    80,904    —    167,981   
Total costs and expenses 412,194    568,700    748,469    (95,653)   1,633,710   
Equity in net income of Diamond Green Diesel —    —    161,312    —    161,312   
Operating income/(loss) (45,360)   52,251    222,226    —    229,117   
     
Interest expense (26,226)   (102)   (10,682)   —    (37,010)  
Foreign currency losses (510)   (25)   1,065    —    530   
Other income/(expense), net (2,740)   (629)   3    —    (3,366)  
Equity in net income of other unconsolidated subsidiaries
—    —    1,561    —    1,561   
Earnings in investments in subsidiaries 210,787    —    —    (210,787)   —   
Income/(loss) before taxes 135,951    51,495    214,173    (210,787)   190,832   
Income tax expense/(benefit) (14,998)   10,320    42,924    —    38,246   
Net income attributable to noncontrolling interests
—    —    (1,637)   —    (1,637)  
Net income/(loss) attributable to Darling
$ 150,949    $ 41,175    $ 169,612    $ (210,787)   $ 150,949   


36

Condensed Consolidated Statements of Operations
For the three months ended June 29, 2019
(in thousands)

Parent Guarantors Non-guarantors Eliminations Consolidated
Net sales $ 156,927    $ 325,744    $ 399,339    $ (54,686)   $ 827,324   
Cost and expenses:
Cost of sales and operating expenses
125,586    268,582    305,234    (54,686)   644,716   
Loss (gain) on sale of assets (26)   (511)   (13,389)   —    (13,926)  
Selling, general and administrative expenses 40,570    10,776    29,671    —    81,017   
Depreciation and amortization 14,224    25,165    40,097    —    79,486   
Total costs and expenses 180,354    304,012    361,613    (54,686)   791,293   
Equity in net income of Diamond Green Diesel —    —    38,093    —    38,093   
Operating income/(loss) (23,427)   21,732    75,819    —    74,124   
     
Interest expense (15,078)   (24)   (5,751)   —    (20,853)  
Debt extinguishment costs (12,126)   —    —    —    (12,126)  
Foreign currency gains/(losses) 3    1    (392)   —    (388)  
Other income/(expense), net (1,285)   (764)   30    —    (2,019)  
Equity in net income/(loss) of other unconsolidated subsidiaries
(1,027)   —    1,109    —    82   
Earnings in investments in subsidiaries 68,680    —    —    (68,680)   —   
Income/(loss) before taxes 15,740    20,945    70,815    (68,680)   38,820   
Income tax expense/(benefit) (10,518)   4,126    14,168    —    7,776   
Net income attributable to noncontrolling interests
—    —    (4,786)   —    (4,786)  
Net income/(loss) attributable to Darling
$ 26,258    $ 16,819    $ 51,861    $ (68,680)   $ 26,258   


Condensed Consolidated Statements of Operations
For the six months ended June 29, 2019
(in thousands)

Parent Guarantors Non-guarantors Eliminations Consolidated
Net sales $ 317,157    $ 655,735    $ 803,250    $ (113,714)   $ 1,662,428   
Cost and expenses:
Cost of sales and operating expenses
253,910    540,253    615,180    (113,714)   1,295,629   
Loss (gain) on sale of assets 42    (4,988)   (13,230)   —    (18,176)  
Selling, general and administrative expenses 87,993    22,723    55,304    —    166,020   
Depreciation and amortization 28,597    51,277    78,776    —    158,650   
Total costs and expenses 370,542    609,265    736,030    (113,714)   1,602,123   
Equity in net income of Diamond Green Diesel —    —    62,370    —    62,370   
Operating income/(loss) (53,385)   46,470    129,590    —    122,675   
     
Interest expense (29,105)   (56)   (11,568)   —    (40,729)  
Debt extinguishment costs (12,126)   —    —    —    (12,126)  
Foreign currency gains/(losses) (1)   1    (1,120)   —    (1,120)  
Other income/(expense), net (2,852)   (1,976)   284    —    (4,544)  
Equity in net income/(loss) of other unconsolidated subsidiaries
(1,918)   —    1,496    —    (422)  
Earnings in investments in subsidiaries 123,307    —    —    (123,307)   —   
Income/(loss) before taxes 23,920    44,439    118,682    (123,307)   63,734   
Income tax expense/(benefit) (20,350)   9,099    24,301    —    13,050   
Net income attributable to noncontrolling interests
—    —    (6,414)   —    (6,414)  
Net income/(loss) attributable to Darling
$ 44,270    $ 35,340    $ 87,967    $ (123,307)   $ 44,270   


37


Condensed Consolidated Statements of Comprehensive Income/(Loss)
For the three months ended June 27, 2020
(in thousands)

Parent Guarantors Non-guarantors Eliminations Consolidated
Net income/(loss)
$ 66,495    $ 21,063    $ 67,785    $ (88,848)   $ 66,495   
Other comprehensive income/(loss), net of tax:
Foreign currency translation (1,364)   —    21,503    —    20,139   
Pension adjustments 518    —    129    —    647   
Corn option derivative adjustments
1,804    —    —    —    1,804   
Heating oil derivative adjustments
—    —    (8,940)   —    (8,940)  
Foreign exchange derivative adjustments
—    —    5,679    —    5,679   
Total other comprehensive income/(loss), net of tax
958    —    18,371    —    19,329   
Total comprehensive income/(loss)
67,453    21,063    86,156    (88,848)   85,824   
Total comprehensive loss attributable to noncontrolling interest
—    —    416    —    416   
Total comprehensive income/(loss) attributable to Darling
$ 67,453    $ 21,063    $ 85,740    $ (88,848)   $ 85,408   



Condensed Consolidated Statements of Comprehensive Income/(Loss)
For the six months ended June 27, 2020
(in thousands)

Parent Guarantors Non-guarantors Eliminations Consolidated
Net income/(loss)
$ 152,586    $ 41,175    $ 169,612    $ (210,787)   $ 152,586   
Other comprehensive income/ (loss), net of tax:
Foreign currency translation (713)   (128,994)   84,610    —    (45,097)  
Pension adjustments 1,036    —    259    —    1,295   
Corn option derivative adjustments
1,940    —    —    —    1,940   
Heating oil derivative adjustments
—    —    1,930    —    1,930   
Foreign exchange derivative adjustments
—    —    (3,472)   —    (3,472)  
Total other comprehensive income/(loss), net of tax
2,263    (128,994)   83,327    —    (43,404)  
Total comprehensive income/(loss)
154,849    (87,819)   252,939    (210,787)   109,182   
Total comprehensive income attributable to noncontrolling interest
—    —    908    —    908   
Total comprehensive income/(loss) attributable to Darling
$ 154,849    $ (87,819)   $ 252,031    $ (210,787)   $ 108,274   
38



Condensed Consolidated Statements of Comprehensive Income/(Loss)
For the three months ended June 29, 2019
(in thousands)

Parent Guarantors Non-guarantors Eliminations Consolidated
Net income/(loss)
$ 31,044    $ 16,819    $ 51,861    $ (68,680)   $ 31,044   
Other comprehensive income/(loss), net of tax:
Foreign currency translation (326)   —    16,652    —    16,326   
Pension adjustments 766    —    93    —    859   
Corn option derivative adjustments
22    —    —    —    22   
Heating oil derivative adjustments
—    —    2,133    —    2,133   
Foreign exchange derivative adjustment
—    —    1,451    —    1,451   
Total other comprehensive income/(loss), net of tax
462    —    20,329    —    20,791   
Total comprehensive income/(loss)
31,506    16,819    72,190    (68,680)   51,835   
Total comprehensive income attributable to noncontrolling interest
—    —    3,315    —    3,315   
Total comprehensive income/(loss) attributable to Darling
$ 31,506    $ 16,819    $ 68,875    $ (68,680)   $ 48,520   



Condensed Consolidated Statements of Comprehensive Income/(Loss)
For the six months ended June 29, 2019
(in thousands)

Parent Guarantors Non-guarantors Eliminations Consolidated
Net income/(loss)
$ 50,684    $ 35,340    $ 87,967    $ (123,307)   $ 50,684   
Other comprehensive income/(loss), net of tax:
Foreign currency translation 181    —    11,259    —    11,440   
Pension adjustments 1,533    —    184    —    1,717   
Corn option derivative adjustments
22    —    —    —    22   
Heating oil derivative adjustments
—    —    2,133    —    2,133   
Foreign exchange derivative adjustments
—    —    (486)   —    (486)  
Total other comprehensive income, net of tax
1,736    —    13,090    —    14,826   
Total comprehensive income/(loss)
52,420    35,340    101,057    (123,307)   65,510   
Total comprehensive loss attributable to noncontrolling interest
—    —    6,702    —    6,702   
Total comprehensive income/(loss) attributable to Darling
$ 52,420    $ 35,340    $ 94,355    $ (123,307)   $ 58,808   
39


Condensed Consolidated Statements of Cash Flows
For the six months ended June 27, 2020
(in thousands)

Parent Guarantors Non-guarantors Eliminations Consolidated
Cash flows from operating activities:
Net income/(loss) $ 152,586    $ 41,175    $ 169,612    $ (210,787)   $ 152,586   
Earnings in investments in subsidiaries (210,787)   —    —    210,787    —   
Other operating cash flows 198,633    (7,774)   (79,796)   —    111,063   
Net cash provided/(used) by operating activities
140,432    33,401    89,816    —    263,649   
Cash flows from investing activities:
Capital expenditures (28,661)   (33,673)   (60,870)   —    (123,204)  
Investment in subsidiaries and affiliates (17,534)   —    —    17,534    —   
Gross proceeds from sale of property, plant and equipment and other assets
30    275    748    —    1,053   
Payments related to routes and other intangibles
(3,416)   —    (296)   —    (3,712)  
Net cash provided/(used) in investing activities
(49,581)   (33,398)   (60,418)   17,534    (125,863)  
Cash flows from financing activities:
Proceeds for long-term debt —    —    16,164    —    16,164   
Payments on long-term debt (2)   (4)   (18,233)   —    (18,239)  
Borrowings from revolving facilities 233,000    —    142,971    —    375,971   
Payments on revolving facilities (262,000)   —    (143,800)   —    (405,800)  
Net cash overdraft financing (1,604)   —    (24,857)   —    (26,461)  
Issuances of common stock 67    —    —    —    67   
Repurchase of treasury stock
(55,044)   —    —    —    (55,044)  
Contributions from parent
—    —    17,534    (17,534)   —   
Minimum withholding taxes paid on stock awards
(4,851)   —    (12)   —    (4,863)  
    Acquisition of noncontrolling interest —    —    (8,784)   —    (8,784)  
    Distributions to noncontrolling interests —    —    (987)   —    (987)  
Net cash provided/(used) in financing activities
(90,434)   (4)   (20,004)   (17,534)   (127,976)  
Effect of exchange rate changes on cash
—    —    (6,567)   —    (6,567)  
Net increase/(decrease) in cash, cash equivalents and restricted cash
417    (1)   2,827    —    3,243   
Cash, cash equivalents and restricted cash at beginning of period
654    26    72,365    —    73,045   
Cash, cash equivalents and restricted cash at end of period
$ 1,071    $ 25    $ 75,192    $ —    $ 76,288   
40


Condensed Consolidated Statements of Cash Flows
For the six months ended June 29, 2019
(in thousands)

Parent Guarantors Non-guarantors Eliminations Consolidated
Cash flows from operating activities:
Net income/(loss) $ 50,684    $ 35,340    $ 87,967    $ (123,307)   $ 50,684   
Earnings in investments in subsidiaries (123,307)   —    —    123,307    —   
Other operating cash flows 116,433    884    (13,697)   —    103,620   
Net cash provided/(used) by operating activities
43,810    36,224    74,270    —    154,304   
Cash flows from investing activities:
Capital expenditures (63,517)   (44,720)   (59,634)   —    (167,871)  
Acquisitions
(1,157)   —    (274)   —    (1,431)  
Investment in subsidiaries and affiliates
(1,393)   (393)   —    786    (1,000)  
Gross proceeds from sale of property, plant and equipment and other assets
250    7,654    1,910    —    9,814   
Proceeds from insurance settlements —    845    —    —    845   
Payments related to routes and other intangibles (131)   —    (3,019)   —    (3,150)  
Net cash provided/(used) by in investing activities (65,948)   (36,614)   (61,017)   786    (162,793)  
Cash flows from financing activities:
Proceeds for long-term debt 500,000    —    7,722    —    507,722   
Payments on long-term debt (507,622)   (3)   (18,605)   —    (526,230)  
Borrowings from revolving credit facility 134,000    —    139,485    —    273,485   
Payments on revolving credit facility (96,000)   —    (170,884)   —    (266,884)  
Net cash overdraft financing 4,510    —    6,668    —    11,178   
Deferred loan costs (7,003)   —    —    —    (7,003)  
Issuances of common stock 12    —    —    —    12   
Contributions from parent
—    393    393    (786)   —   
Minimum withholding taxes paid on stock awards
(3,192)   —    (1)   —    (3,193)  
Net cash provided/(used) by financing activities
24,705    390    (35,222)   (786)   (10,913)  
Effect of exchange rate changes on cash —    —    (853)   —    (853)  
Net increase/(decrease) in cash, cash equivalents and restricted cash
2,567    —    (22,822)   —    (20,255)  
Cash, cash equivalents and restricted cash at beginning of period
1,098    32    106,239    —    107,369   
Cash, cash equivalents and restricted cash at end of period
$ 3,665    $ 32    $ 83,417    $ —    $ 87,114   
41

Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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,” in Item 1A of this report under the heading “Risk Factors” and elsewhere in this report, and under the heading “Risk Factors” in Part I, Item 1A in the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2019, filed with the SEC on February 25, 2020 and in the Company's other public filings with the SEC.

The following discussion should be read in conjunction with the unaudited consolidated financial statements and related notes thereto contained in this report.

Overview

Darling Ingredients Inc. (“Darling”, and together with its subsidiaries, the “Company” or “we,” “us” or “our”) is a global developer and producer of sustainable natural ingredients from edible and inedible bio-nutrients, creating a wide range of ingredients and customized specialty solutions for customers in the pharmaceutical, food, pet food, feed, industrial, fuel, bioenergy and fertilizer industries. With operations on five continents, the Company collects and transforms all aspects of animal by-product streams into useable and specialty ingredients, such as collagen, 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 recycled oils (used cooking oil and animal fats) into valuable feed and fuel ingredients, and collects and processes residual bakery products into feed ingredients. In addition, the Company provides environmental services, such as grease trap collection and disposal services to food service establishments. 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, (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 selected portions of slaughtered animals into a variety of meat products for use in pet food in Europe and North America, (vi) the processing of cattle hides and hog skins in North America, (vii) the production of organic fertilizers using protein produced from the Company’s animal by-products processing activities in North America and Europe; (viii) the rearing and processing of black soldier fly larvae into specialty proteins for use in animal feed and pet food in North America; and (ix) the provision of grease trap services to food service establishments 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, 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 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 collagen industry and bone ash in Europe. Collagens produced and marketed by the Company are sold to third parties to be used as ingredients in the pharmaceutical, nutraceutical, food, pet 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 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 (“DGD” or the “DGD Joint Venture”) as described in Note 3 (Investment in Unconsolidated Subsidiaries) to the Company's Consolidated Financial
42

Statements included herein for the period ended June 27, 2020 included herein, (ii) the conversion of animal fats and recycled greases into biodiesel in North America, (iii) the conversion of organic sludge and food waste into biogas in Europe, (iv) 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, and (v) the processing of manure into natural bio-phosphate in Europe.

Corporate Activities principally include unallocated corporate overhead expenses, acquisition-related expenses, interest expense net of interest income, and other non-operating income and expenses.

Observations on the Effects of COVID-19

In December 2019, a novel coronavirus disease (“COVID-19”) was reported and in January 2020, the World Health Organization (“WHO”) declared it a Public Health Emergency of International Concern. On February 28, 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase in the number of cases and affected countries, and on March 11, 2020, the WHO characterized COVID-19 as a pandemic. Additionally, various federal, state and local government-imposed movement restrictions and initiatives have been implemented to reduce the global transmission of COVID-19, including reduced or eliminated food services, the promotion of social distancing and the adoption of remote working policies.

To date, these restrictions have not had a material impact on the Company’s operations, as the Company operates in industries that are deemed “critical” and “essential” under the rules imposing these restrictions. In addition, the Company has implemented operational guidelines throughout the Company's organization consistent with the applicable governmental and regulatory policies in the geographies the Company operates intended to protect the Company's employees and prevent the spread of the virus in the Company's workplace, and to date, all of the Company's facilities are operational. The Company believes the severity and duration of the COVID-19 pandemic is uncertain and such uncertainty will likely continue throughout the remainder of the Company's fiscal year. Among the items that could have a significant impact on the Company's future results is a reduction in the Company's raw material supply due to disruptions in the operations of the Company's third-party suppliers. Accordingly, while to date the Company has experienced no material negative effects on the Company's business and results of operations as a result of the current COVID-19 outbreak, the situation remains dynamic and subject to rapid and possibly material change, including but not limited to changes that may materially affect the operations of the Company's supply chain partners and finished product customers, which ultimately could result in material negative effects on the Company's business and results of operations. The Company’s raw material supplies are globally diverse. During the second quarter, the Company experienced various disruptions in raw material supplies as slaughterhouses were temporarily shuttered and restaurants were slow to reopen; however, this was offset by increased raw material volumes from COVID-19 related depopulating of animals in North America and from regional locker plants. During the second quarter, the Company also experienced lower sales of its specialty collagens and gelatins due to a temporary decrease in consumer demand for these products. While as of the date of this report, these raw material volumes and sales have returned to more normalized levels, it is possible that COVID-19 might cause similar disruptions to the Company's business and operations in the future.

DGD has also implemented operational guidelines in its organization, and to date, COVID-19 has not had a material impact on DGD’s operations. We expect that biofuel regulations and mandates will continue supporting renewable diesel demand; however, a prolonged or significant decline in overall fuel demand could negatively impact the sales and profitability of DGD’s business.

The extent to which COVID-19 impacts the Company’s and DGD's results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain the virus or treat its impact, among others. For additional information regarding the risks associated with COVID-19, see the important information in Item 1A. Risk Factors below, under the caption “Pandemics, epidemics or disease outbreaks, such as the novel coronavirus (“COVID-19”), may disrupt our business, including, among other things, our supply chain and production processes, each of which could materially affect our operations, liquidity, financial condition and results of operations.”

Operating Performance Indicators

        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
43

Company, forward-looking financial or operational estimates are not provided. 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 Part I, “Risk Factors” included in the Company’s Form 10-K for the fiscal year ended December 28, 2019.

        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 oil, 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 volume of raw material 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 collagen and natural casings products are influenced by other competing ingredients including plant-based and synthetic hydrocolloids and artificial casings. In the collagen operation, 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 collagen 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 converts fats into renewable diesel, biodiesel, organic sludge and food waste into biogas, and fallen stock into low-grade energy sources. The Company's gross margin and profitability in this segment are impacted by world energy prices for oil, electricity, natural gas and governmental subsidies.

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, 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.

In 2019, the Company continued to evaluate operational developments and the impact of anticipated significant expansion of the DGD Joint Venture. This evaluation was impactful to the consideration of how the Company most appropriately reflects its share of equity income from the DGD Joint Venture. Based on the Company's analysis, it was determined that the DGD Joint Venture has evolved into an integral and integrated part of the Company's ongoing operations. The Company determined this justifies a more meaningful and transparent presentation of equity in net income of the DGD Joint Venture as a component of the Company's operating income. As a result, the Company has reclassified its equity in net income of the DGD Joint Venture to operating income for all periods presented. Prior to the third quarter ended September 28, 2019, the equity in Diamond Green Diesel was presented below the operating income line in the Company’s published results.  Commencing with the third quarter of 2019, the Company is including its equity in earnings of Diamond Green Diesel in operating income for all periods presented.

Results of Operations

Three Months Ended June 27, 2020 Compared to Three Months Ended June 29, 2019

Operating Performance Metrics

Operating performance metrics which management routinely monitors as an indicator of operating performance include:
44


•Finished product commodity prices
•Segment results
•Foreign currency exchange
•Corporate activities
•Non-U.S. GAAP measures

These indicators and their importance are discussed below.

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. Included on the Jacobsen are 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 United States, the Company regularly monitors the Jacobsen for MBM, PM, FM, BFT, YG and corn because it provides 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 the second quarter of fiscal 2020, 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 the second quarter of fiscal 2020, compared to average Jacobsen and Reuters prices for the second quarter of fiscal 2019 are as follows:

  Avg. Price
2nd Quarter
2020 		Avg. Price
2nd Quarter
2019 		 
Increase/(Decrease) 		%
Increase/(Decrease)
Jacobsen:
MBM (Illinois) $ 290.42/ton $ 227.10/ton $ 63.32/ton 27.9  %
Feed Grade PM (Mid-South) $ 269.07/ton $ 238.16/ton $ 30.91/ton 13.0  %
Pet Food PM (Mid-South) $ 679.08/ton $ 584.53/ton $ 94.55/ton 16.2  %
Feather meal (Mid-South) $ 300.90/ton $ 346.41/ton $ (45.51)/ton (13.1) %
BFT (Chicago) $ 29.95/cwt $   29.20/cwt $ 0.75/cwt 2.6  %
YG (Illinois) $ 20.18/cwt $   22.40/cwt $ (2.22)/cwt (9.9) %
Corn (Illinois) $ 3.26/bushel $ 3.97/bushel $(0.71)/bushel (17.9) %
Reuters:
Palm Oil (CIF Rotterdam) $ 562.00/MT $ 515.00/MT $ 47.00/MT 9.1  %
Soy meal (CIF Rotterdam) $ 352.00/MT $ 347.00/MT $ 5.00/MT 1.4  %

The following table shows the average Jacobsen and Reuters prices for the second quarter of fiscal 2020, compared to the average Jacobsen and Reuters prices for the first quarter of fiscal 2020.
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  Avg. Price
2nd Quarter
2020 		Avg. Price
1st Quarter
2020 		 
Increase/(Decrease) 		%
Increase/(Decrease)
Jacobsen:
MBM (Illinois) $ 290.42/ton $ 237.10/ton $ 53.32/ton 22.5  %
Feed Grade PM (Mid-South) $ 269.07/ton $ 225.73/ton $ 43.34/ton 19.2  %
Pet Food PM (Mid-South) $ 679.08/ton $ 540.44/ton $ 138.64/ton 25.7  %
Feather meal (Mid-South) $ 300.90/ton $ 282.50/ton $ 18.40/ton 6.5  %
BFT (Chicago) $ 29.95/cwt $   32.69/cwt $    (2.74)/cwt (8.4) %
YG (Illinois) $ 20.18/cwt $   22.92/cwt $   (2.74)/cwt (12.0) %
Corn (Illinois) $ 3.26/bushel $ 3.90/bushel $ (0.64)/bushel (16.4) %
Reuters:
Palm Oil (CIF Rotterdam) $ 562.00/MT $ 724.00/MT $ (162.00)/MT (22.4) %
Soy meal (CIF Rotterdam) $ 352.00/MT $ 360.00/MT $ (8.00)/MT (2.2) %

Segment Results

Segment operating income for the three months ended June 27, 2020 was $106.3 million, which reflects an increase of $32.2 million or 43.5% as compared to the three months ended June 29, 2019.
 
(in thousands, except percentages) Feed Ingredients Food Ingredients Fuel Ingredients Corporate Total
Three Months Ended June 27, 2020
Net Sales $ 503,690    $ 278,934    $ 66,049    $ —    $ 848,673   
Cost of sales and operating expenses 367,902    220,159    44,286    —    632,347   
Gross Margin 135,788    58,775    21,763    —    216,326   
Gross Margin % 27.0  % 21.1  % 32.9  % —  % 25.5  %
Loss/(gain) on sale of assets 76    (48)   (1)   —    27   
Selling, general and administrative expenses 50,484    22,564    3,953    13,192    90,193   
Depreciation and amortization 52,683    19,972    7,980    2,675    83,310   
Equity in net income of Diamond Green Diesel
—    —    63,492    —    63,492   
Segment operating income/(loss) 32,545    16,287    73,323    (15,867)   106,288   
Equity in net income of other unconsolidated subsidiaries
692    —    —    —    692   
Segment income/(loss) 33,237    16,287    73,323    (15,867)   106,980   

(in thousands, except percentages) Feed Ingredients Food Ingredients Fuel Ingredients Corporate Total
Three Months Ended June 29, 2019
Net Sales $ 487,447    $ 274,835    $ 65,042    $ —    $ 827,324   
Cost of sales and operating expenses 376,955    214,444    53,317    —    644,716   
Gross Margin 110,492    60,391    11,725    —    182,608   
Gross Margin % 22.7  % 22.0  % 18.0  % —  % 22.1  %
Gain on sale of assets (524)   (13,379)   (23)   —    (13,926)  
Selling, general and administrative expenses 46,465    23,431    425    10,696    81,017   
Depreciation and amortization 48,720    19,861    8,362    2,543    79,486   
Equity in net income of Diamond Green Diesel
—    —    38,093    —    38,093   
Segment operating income/(loss) 15,831    30,478    41,054    (13,239)   74,124   
Equity in net income of other unconsolidated subsidiaries
82    —    —    —    82   
Segment income/(loss) 15,913    30,478    41,054    (13,239)   74,206   
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Feed Ingredients Segment

Raw material volume. Overall, in the three months ended June 27, 2020, the raw material processed by the Company's Feed Ingredients segment totaled 2.15 million metric tons, a decrease of approximately 0.4% as compared to the three months ended June 29, 2019.

Sales. During the three months ended June 27, 2020, net sales for the Feed Ingredients segment were $503.7 million as compared to $487.4 million during the three months ended June 29, 2019, an increase of approximately $16.3 million or 3.3%. Net sales for fats were approximately $167.5 million and $143.5 million for the three months ended June 27, 2020 and June 29, 2019, respectively. Protein net sales were approximately $210.1 million and $200.4 million for the three months ended June 27, 2020 and June 29, 2019, respectively. Other rendering net sales, which include hides, pet food and service charges, were approximately $39.5 million and $40.9 million for the three months ended June 27, 2020 and June 29, 2019, respectively. Total rendering net sales were approximately $417.1 million and $384.8 million for the three months ended June 27, 2020 and June 29, 2019, respectively. Used cooking oil net sales were approximately $39.0 million and $45.3 million for the three months ended June 27, 2020 and June 29, 2019, respectively. Bakery net sales were approximately $38.0 million and $44.4 million for the three months ended June 27, 2020 and June 29, 2019, respectively, and other sales, which includes trap services, net sales were approximately $9.6 million and $12.9 million for the three months ended June 27, 2020 and June 29, 2019, respectively.

The increase in net sales for the Feed Ingredients segment was primarily due to the following (in millions of dollars):
Fats Proteins Other Rendering Total Rendering Used Cooking Oil Bakery Other Total
Net sales three months ended June 29, 2019
$ 143.5    $ 200.4    $ 40.9    $ 384.8    $ 45.3    $ 44.4    $ 12.9    $ 487.4   
Increase/(decrease) in sales volumes
13.1    3.5    —    16.6    (8.4)   (1.3)   —    6.9   
Increase/(decrease) in finished product prices
12.0    8.4    —    20.4    2.3    (5.1)   —    17.6   
Increase/(decrease) due to currency exchange rates
(1.1)   (2.2)   —    (3.3)   (0.2)   —    —    (3.5)  
Other change —    —    (1.4)   (1.4)   —    —    (3.3)   (4.7)  
Total change 24.0    9.7    (1.4)   32.3    (6.3)   (6.4)   (3.3)   16.3   
Net sales three months ended June 27, 2020
$ 167.5    $ 210.1    $ 39.5    $ 417.1    $ 39.0    $ 38.0    $ 9.6    $ 503.7   

Margins. In the Feed Ingredients segment for the three months ended June 27, 2020, the gross margin percentage increased to 27.0% as compared to 22.7% for the same period of fiscal 2019. The increase is primarily due to an increase in protein prices, an increase in overall fat prices and an overall increase in fat and protein sales volumes as compared to fiscal 2019.

Segment operating income. Feed Ingredients operating income for the three months ended June 27, 2020 was $32.5 million, an increase of $16.7 million or 105.7% as compared to the three months ended June 29, 2019. This was due to higher protein prices, overall higher fat prices and higher sales volumes partially due to the increased raw material volume in the United States caused by the temporary closure of certain U.S. hog packing plants due to the effects of COVID-19 that more than offset higher selling, general and administrative costs and higher depreciation and amortization.

Food Ingredients Segment

Raw material volume. Overall, for the three months ended June 27, 2020, the raw material processed by the Company's Food Ingredients segment totaled 265,000 metric tons, a decrease of approximately 2.3% as compared to the three months ended June 29, 2019.

Sales. Overall sales increased in the Food Ingredients segment primarily due to edible fat prices that more than offset lower sales volumes in the collagen markets.

Margins. In the Food Ingredients segment for the three months ended June 27, 2020, the gross margin percentage decreased to 21.1% as compared to 22.0% during the comparable period of fiscal 2019. Lower margins are due to a decrease in the sales mix for collagen that more than offset higher fat prices.
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Segment operating income. Food Ingredients operating income was $16.3 million for the three months ended June 27, 2020, a decrease of $14.2 million or 46.6% as compared to the three months ended June 29, 2019. The decrease is primarily due to the gain on sale of assets in China reported in the prior year and lower sales volumes in the European, South American and China collagen markets as a result of the COVID-19 outbreak. Despite increased fat sales prices, the Company suffered lower volumes processed resulting from export of raw materials to Asian food markets due to African Swine Fever (“ASF”) as compared to the same period in fiscal 2019.

Fuel Ingredients Segment

Raw material volume. Overall, in the three months ended June 27, 2020, the raw material processed by the Company's Fuel Ingredients segment totaled 304,000 metric tons, a decrease of approximately 1.7%, as compared to the three months ended June 29, 2019.

Sales. Overall sales increased in the Fuel Ingredients segment primarily due to higher sales volumes in Europe.

Margins. In the Fuel Ingredients segment (exclusive of the equity contribution from the DGD Joint Venture) for the three months ended June 27, 2020, the gross margin percentage increased to 32.9% as compared to 18.0% for the comparable period of fiscal 2019. The increase is primarily related to improved demand in Europe in fiscal 2020 as compared to fiscal 2019.

Segment operating income. The Company's Fuel Ingredients segment operating income (inclusive of the equity contribution from the DGD Joint Venture) for the three months ended June 27, 2020 was $73.3 million, an increase of $32.2 million or 78.3% as compared to the same period in fiscal 2019. The increase is primarily due to current year net income at the DGD Joint Venture from the inclusion of blenders tax credits as compared to no blenders tax credits in the prior year.

Foreign Currency Exchange

        During the second quarter of fiscal 2020, the euro and the Canadian dollar weakened against the U.S. dollar as compared to the same period in fiscal 2019. Using actual results for the three months ended June 27, 2020 and using the prior year's average currency rate for the three months ended June 29, 2019, foreign currency translation would result in an increase in operating income of approximately $2.0 million. The average rates assumptions used in this calculation were the actual fiscal average rate for the three months ended June 27, 2020 of €1.00:USD$1.10 and CAD$1.00:USD$0.72 as compared to the average rate for the three months ended June 29, 2019 of €1.00:USD$1.12 and CAD$1.00:USD$0.75, respectively.

Corporate Activities

Selling, General and Administrative Expenses.  Selling, general and administrative expenses were $13.2 million during the three months ended June 27, 2020, compared to $10.7 million during the three months ended June 29, 2019, an increase of $2.5 million.  The increase is primarily due to higher corporate related benefits and insurance costs that more than offset a decrease in travel related costs.

Depreciation and Amortization.  Depreciation and amortization charges increased slightly by $0.2 million to $2.7 million during the three months ended June 27, 2020, as compared to $2.5 million during the three months ended June 29, 2019. The increase is related to increased leasehold improvements and office equipment depreciation at the corporate office.

Interest Expense. Interest expense was $17.9 million during the three months ended June 27, 2020, compared to $20.9 million during the three months ended June 29, 2019, a decrease of $3.0 million. The decrease is primarily due to lower interest from the Term loan A and Term loan B notes as a result of Term Loan A being paid off in 2019 and lower interest rates that more than offset increased interest expense from higher revolver borrowings.

Foreign Currency Gain/(Loss).  Foreign currency losses were $1.1 million for the three months ended June 27, 2020 as compared to foreign currency losses of $0.4 million for the three months ended June 29, 2019. The loss in foreign currency is due primarily to an increase in losses on the revaluation of non-functional currency assets and liabilities as compared to the same period in fiscal 2019.

Other Expense, net. Other expense was $1.5 million in the three months ended June 27, 2020, compared to other expense of $2.0 million for the three months ended June 29, 2019. The decrease in other expense was primarily due to a
48

decrease in the non-service component of pension expense that more than offset a decrease in interest income as compared to the same period in fiscal 2019.

Equity in Net Income/(Loss) in Investment of Other Unconsolidated Subsidiaries. This represents the Company's pro rata share of the net income from foreign unconsolidated subsidiaries.
Income Taxes. The Company recorded income tax expense of $19.9 million for the three months ended June 27, 2020, compared to $7.8 million of income tax expense recorded in the three months ended June 29, 2019, an increase of $12.1 million. The effective tax rate for the three months ended June 27, 2020 was 23.1%. The effective tax rate for the three months ended June 27, 2020 differed from the statutory rate of 21% due to the relative mix of earnings among jurisdictions with different tax rates (including foreign withholding taxes and state income taxes), biofuel tax incentives, certain taxable income inclusion items in the United States based on foreign earnings, and compensation related expenses not deductible for tax purposes. The effective tax rate for the three months ended June 29, 2019 was 20.0%. The effective tax rate for the three months ended June 29, 2019 differed slightly from the statutory rate of 21% due to the relative mix of earnings among jurisdictions with different tax rates (including foreign withholding taxes and state income taxes) and discrete items, including recognition of a deferred tax asset for which no tax benefit had previously been recorded. The Company's effective tax rate excluding discrete items is 23.8% for the three months ended June 27, 2020, compared to 25.7% for the three months ended June 29, 2019.

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 expense, 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, 5.25% Notes and 3.625% Notes that were outstanding at June 27, 2020.  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, 5.25% Notes and 3.625% 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
Second Quarter 2020 As Compared to Second Quarter 2019
49

Three Months Ended
(dollars in thousands) June 27,
2020 		June 29,
2019
Net income attributable to Darling $ 65,439    $ 26,258   
Depreciation and amortization 83,310    79,486   
Interest expense 17,920    20,853   
Income tax expense 19,946    7,776   
Foreign currency loss 1,134    388   
Other expense, net 1,485    2,019   
Debt extinguishment costs —    12,126   
Equity in net income of Diamond Green Diesel (63,492)   (38,093)  
Equity in net income of unconsolidated subsidiaries (692)   (82)  
Net income attributable to non-controlling interests 1,056    4,786   
Darling's Adjusted EBITDA $ 126,106    $ 115,517   
Foreign currency exchange impact (1) 1,951    —   
Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP) $ 128,057    $ 115,517   
DGD Joint Venture Adjusted EBITDA (Darling's Share) $ 69,108    $ 43,894   
Darling plus Darling's share of DGD Joint Venture Adjusted EBITDA $ 195,214    $ 159,411   

(1) The average rates assumption used in this calculation was the actual fiscal average rate for the three months ended June 27, 2020 of €1.00:USD$1.10 and CAD$1.00:USD$0.72 as compared to the average rate for the three months ended June 29, 2019 of €1.00:USD$1.12 and CAD$1.00:USD$0.75, respectively.

For the three months ended June 27, 2020, the Company generated Adjusted EBITDA of $126.1 million, as compared to $115.5 million for the three months ended June 29, 2019, which included a gain on a land sale in China of approximately $13.1 million.

On a Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP) basis, the Company generated $128.1 million in the three months ended June 27, 2020, as compared to a Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP) of $115.5 million in the same period in fiscal 2019.

DGD Joint Venture Adjusted EBITDA (Darling's share) is not reflected in the Adjusted EBITDA or the Pro forma Adjusted EBITDA to Foreign Currency. See Note 3 (Investment in Unconsolidated Subsidiaries) to the Company's Consolidated Financial Statements included herein for financial information regarding the DGD Joint Venture.

Six Months Ended June 27, 2020 Compared to Six Months Ended June 29, 2019

Operating Performance Metrics

Operating performance metrics which management routinely monitors as an indicator of operating performance include:

•Finished product commodity prices
•Segment results
•Foreign currency exchange
•Corporate activities
•Non-U.S. GAAP measures

These indicators and their importance are discussed below.

Finished Product Commodity Prices  

During the first six months of fiscal 2020, 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 the first six months of fiscal 2020, compared to average Jacobsen and Reuters prices for the first six months of fiscal 2019 are as follows:
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  Avg. Price
First Six Months
2020 		Avg. Price
First Six Months
2019 		 
Increase/(Decrease) 		%
Increase/(Decrease)
Jacobsen:
MBM (Illinois) $ 263.76/ton $ 238.55/ton $ 25.21/ton 10.6  %
Feed Grade PM (Mid-South) $ 247.40/ton $ 253.71/ton $ (6.31)/ton (2.5) %
Pet Food PM (Mid-South) $ 609.76/ton $ 634.52/ton $ (24.76)/ton (3.9) %
Feather meal (Mid-South) $ 291.70/ton $ 397.12/ton $ (105.42)/ton (26.5) %
BFT (Chicago) $ 31.32/cwt $   28.10/cwt $ 3.22/cwt 11.5  %
YG (Illinois) $ 21.55/cwt $   21.56/cwt $  (0.01)/cwt —  %
Corn (Illinois) $ 3.58/bushel $ 3.83/bushel $ (0.25)/bushel (6.5) %
Reuters:
Palm Oil (CIF Rotterdam) $ 643.00/MT $ 532.00/MT $ 111.00/MT 20.9  %
Soy meal (CIF Rotterdam) $ 356.00/MT $ 350.00/MT $ 6.00/MT 1.7  %

Segment Results

Segment operating income for the six months ended June 27, 2020 was $229.1 million, which reflects an increase of $106.4 million or 86.7% as compared to the six months ended June 29, 2019.
 
(in thousands, except percentages) Feed Ingredients Food Ingredients Fuel Ingredients Corporate Total
Six Months Ended June 27, 2020
Net Sales $ 1,016,315    $ 549,228    $ 135,972    $ —    $ 1,701,515   
Cost of sales and operating expenses 756,355    425,589    97,311    —    1,279,255   
Gross Margin 259,960    123,639    38,661    —    422,260   
Gross Margin % 25.6  % 22.5  % 28.4  % —  % 24.8  %
Loss/(gain) on sale of assets 126    (46)   8    —    88   
Selling, general and administrative expenses 104,431    48,040    5,607    28,308    186,386   
Depreciation and amortization 106,204    40,277    16,072    5,428    167,981   
Equity in net income of Diamond Green Diesel
—    —    161,312    —    161,312   
Segment operating income/(loss) 49,199    35,368    178,286    (33,736)   229,117   
Equity in net income of other unconsolidated subsidiaries
1,561    —    —    —    1,561   
Segment income/(loss) 50,760    35,368    178,286    (33,736)   230,678   

(in thousands, except percentages) Feed Ingredients Food Ingredients Fuel Ingredients Corporate Total
Six Months Ended June 29, 2019
Net Sales $ 983,266    $ 553,999    $ 125,163    $ —    $ 1,662,428   
Cost of sales and operating expenses 763,814    428,448    103,367    —    1,295,629   
Gross Margin 219,452    125,551    21,796    —    366,799   
Gross Margin % 22.3  % 22.7  % 17.4  % —  % 22.1  %
Loss/(gain) on sale of assets (4,914)   (13,265)   3    —    (18,176)  
Selling, general and administrative expenses 95,296    45,318    (329)   25,735    166,020   
Depreciation and amortization 98,089    39,372    16,160    5,029    158,650   
Equity in net income of Diamond Green Diesel
—    —    62,370    —    62,370   
Segment operating income/(loss) 30,981    54,126    68,332    (30,764)   122,675   
Equity in net loss of other unconsolidated subsidiaries
(422)   —    —    —    (422)  
Segment income/(loss) 30,559    54,126    68,332    (30,764)   122,253   
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Feed Ingredients Segment

Raw material volume. Overall, in the six months ended June 27, 2020, the raw material processed by the Company's Feed Ingredients segment totaled 4.40 million metric tons, an increase of approximately 1.3% as compared to the six months ended June 29, 2019.

Sales. During the six months ended June 27, 2020, net sales for the Feed Ingredients segment were $1,016.3 million as compared to $983.3 million during the six months ended June 29, 2019, an increase of approximately $33.0 million or 3.4%. Net sales for fats were approximately $330.8 million and $288.4 million for the six months ended June 27, 2020 and June 29, 2019, respectively. Protein net sales were approximately $406.1 million and $406.2 million for the six months ended June 27, 2020 and June 29, 2019, respectively. Other rendering net sales, which include hides, pet food and service charges, were approximately $86.6 million and $82.2 million for the six months ended June 27, 2020 and June 29, 2019, respectively. Total rendering net sales were approximately $823.5 million and $776.8 million for the six months ended June 27, 2020 and June 29, 2019, respectively. Used cooking oil net sales were approximately $86.6 million and $90.7 million for the six months ended June 27, 2020 and June 29, 2019, respectively. Bakery net sales were approximately $85.1 million and $90.1 million for the six months ended June 27, 2020 and June 29, 2019, respectively, and other sales, which includes trap services, net sales were approximately $21.1 million and $25.7 million for the six months ended June 27, 2020 and June 29, 2019, respectively.

The increase in net sales for the Feed Ingredients segment was primarily due to the following (in millions of dollars):
Fats Proteins Other Rendering Total Rendering Used Cooking Oil Bakery Other Total
Net sales six months ended June 29, 2019
288.4    406.2    82.2    $ 776.8    90.7    90.1    25.7    $ 983.3   
Increase/(decrease) in sales volumes
18.9    6.5    —    25.4    (6.1)   (2.3)   —    17.0   
Increase/(decrease) in finished product prices
25.5    (2.4)   —    23.1    2.2    (2.7)   —    22.6   
Increase/(decrease) due to currency exchange rates
(2.0)   (4.2)   (0.2)   (6.4)   (0.2)   —    —    (6.6)  
Other change —    —    4.6    4.6    —    —    (4.6)   —   
Total change 42.4    (0.1)   4.4    46.7    (4.1)   (5.0)   (4.6)   33.0   
Net sales six months ended June 27, 2020
$ 330.8    $ 406.1    $ 86.6    $ 823.5    $ 86.6    $ 85.1    $ 21.1    $ 1,016.3   

Margins. In the Feed Ingredients segment for the six months ended June 27, 2020, the gross margin percentage increased to 25.6% as compared to 22.3% for the same period of fiscal 2019. The increase is primarily due to an increase in fat prices and higher sales volumes that more than offset lower protein prices as compared to fiscal 2019.

Segment operating income. Feed Ingredients operating income for the six months ended June 27, 2020 was $49.2 million, an increase of $18.2 million or 58.7% as compared to the six months ended June 29, 2019. This was due to higher fat prices and higher sales volumes that more than offset higher selling, general and administrative costs, higher depreciation and amortization and gains on sale of assets in the prior year.

Food Ingredients Segment

Raw material volume. Overall, for the six months ended June 27, 2020, the raw material processed by the Company's Food Ingredients segment totaled 526,000 metric tons, a decrease of approximately 4.1% as compared to the six months ended June 29, 2019.

Sales. Overall sales decreased in the Food Ingredients segment primarily due to lower sales volumes in the collagen and edible fat markets.

Margins. In the Food Ingredients segment for the six months ended June 27, 2020, the gross margin percentage decreased to 22.5% as compared to 22.7% during the comparable period of fiscal 2019. Lower margins are due to a decrease in the sales mix for collagen that more than offset higher fat prices.

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Segment operating income. Food Ingredients operating income was $35.4 million for the six months ended June 27, 2020, a decrease of $18.7 million or (34.6)% as compared to the six months ended June 29, 2019. The decrease is primarily due to the gain on the sale of assets in China reported last year and lower sales volumes in the European, South American and China collagen markets as a result of the COVID-19 outbreak. Despite increased fat sales prices, the Company suffered lower volumes processed resulting from export of raw materials to Asian food markets due to ASF as compared to the same period in fiscal 2019.

Fuel Ingredients Segment

Raw material volume. Overall, in the six months ended June 27, 2020, the raw material processed by the Company's Fuel Ingredients segment totaled 631,000 metric tons, an increase of approximately 1.7%, as compared to the six months ended June 29, 2019.

Sales. Overall sales increased in the Fuel Ingredients segment primarily due to higher sales volumes in Europe.

Margins. In the Fuel Ingredients segment (exclusive of the equity contribution from the DGD Joint Venture) for the six months ended June 27, 2020, the gross margin percentage increased to 28.4% as compared to 17.4% for the comparable period of fiscal 2019. The increase is primarily related to improved demand in Europe in fiscal 2020 as compared to fiscal 2019.

Segment operating income. The Company's Fuel Ingredients segment operating income (inclusive of the equity contribution from DGD Joint Venture) for the six months ended June 27, 2020 was $178.3 million, an increase of $110.0 million or 161.1% as compared to the same period in fiscal 2019. The increase is primarily due to current year net income at the DGD Joint Venture from the inclusion of blenders tax credits as compared to no blenders tax credits in the prior year.

Foreign Currency Exchange

        During the first six months of fiscal 2020, the euro and Canadian dollar weakened against the U.S. dollar as compared to the same period in fiscal 2019. Using actual results for the six months ended June 27, 2020 and using the prior year's average currency rate for the six months ended June 29, 2019, foreign currency translation would result in an increase in operating income of approximately $4.1 million. The average rates assumptions used in this calculation were the actual fiscal average rate for the six months ended June 27, 2020 of €1.00:USD$1.10 and CAD$1.00:USD$0.73 as compared to the average rate for the six months ended June 29, 2019 of €1.00:USD$1.13 and CAD$1.00:USD$0.75, respectively.

Corporate Activities

Selling, General and Administrative Expenses.  Selling, general and administrative expenses were $28.3 million during the six months ended June 27, 2020, compared to $25.7 million during the six months ended June 29, 2019, an increase of $2.6 million.  The increase is primarily due to higher corporate related benefits that more than offset a decrease in travel costs.

Depreciation and Amortization.  Depreciation and amortization charges increased slightly by $0.4 million to $5.4 million during the six months ended June 27, 2020, as compared to $5.0 million during the six months ended June 29, 2019. The increase is related to increased leasehold improvements and office equipment depreciation at the corporate office.

Interest Expense. Interest expense was $37.0 million during the six months ended June 27, 2020, compared to $40.7 million during the six months ended June 29, 2019, a decrease of $3.7 million. The decrease is primarily due to lower interest from the Term loan A and Term loan B notes as a result of Term Loan A being paid off in 2019 and lower interest rates that more than offset increased interest expense from higher revolver borrowings.

Foreign Currency Gain/(Loss).  Foreign currency gains were $0.5 million for the six months ended June 27, 2020 as compared to foreign currency losses of $1.1 million for the six months ended June 29, 2019. The gain in foreign currency is due primarily to gains on the revaluation of non-functional currency assets and liabilities as compared to losses in the same period in fiscal 2019.

Other Expense, net. Other expense was $3.4 million in the six months ended June 27, 2020, compared to other expense of $4.5 million for the six months ended June 29, 2019. The decrease in other expense was primarily due to a
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decrease in the non-service component of pension expense that more than offset a decrease in interest income as compared to the same period in fiscal 2019.

Equity in Net Income/(Loss) in Investment of Other Unconsolidated Subsidiaries. This represents the Company's pro rata share of the net income from foreign unconsolidated subsidiaries.
Income Taxes. The Company recorded income tax expense of $38.2 million for the six months ended June 27, 2020, compared to $13.1 million of income tax expense recorded in the six months ended June 29, 2019, an increase of $25.1 million. The effective tax rate for the six months ended June 27, 2020 was 20.0%. The effective tax rate for the six months ended June 27, 2020 differed slightly from the statutory rate of 21% due to the relative mix of earnings among jurisdictions with different tax rates (including foreign withholding taxes and state income taxes), biofuel tax incentives, certain taxable income inclusion items in the United States based on foreign earnings, and compensation related expenses not deductible for tax purposes. The effective tax rate for the six months ended June 29, 2019 was 20.5%. The effective tax rate for the six months ended June 29, 2019 differed slightly from the statutory rate of 21% due to the relative mix of earnings among jurisdictions with different tax rates (including foreign withholding taxes and state income taxes) and discrete items, including the favorable settlement of an audit and recognition of a deferred tax asset for which no tax benefit had previously been recorded. The Company's effective tax rate excluding discrete items is 21.1% for the six months ended June 27, 2020, compared to 26.9% for the six months ended June 29, 2019.

Non-U.S. GAAP Measures

For a discussion of the reasons 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 - Three Months Ended June 27, 2020 Compared to the Three Months Ended June 29, 2019 - Non-U.S. GAAP Measures.”

Reconciliation of Net Income to (Non-GAAP) Adjusted EBITDA and (Non-GAAP) Pro Forma Adjusted EBITDA
First Six Months of Fiscal 2020 As Compared to First Six Months of Fiscal 2019

Six Months Ended
(dollars in thousands) June 27,
2020 		June 29,
2019
Net income attributable to Darling $ 150,949    $ 44,270   
Depreciation and amortization 167,981    158,650   
Interest expense 37,010    40,729   
Income tax expense 38,246    13,050   
Foreign currency loss/(gain) (530)   1,120   
Other expense, net 3,366    4,544   
Debt extinguishment costs —    12,126   
Equity in net income of Diamond Green Diesel (161,312)   (62,370)  
Equity in net (income)/loss of unconsolidated subsidiaries (1,561)   422   
Net income attributable to non-controlling interests 1,637    6,414   
Darling's Adjusted EBITDA $ 235,786    $ 218,955   
Foreign currency exchange impact (1) 4,109    —   
Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP) $ 239,895    $ 218,955   
DGD Joint Venture Adjusted EBITDA (Darling's Share) $ 172,742    $ 73,721   
Darling plus Darling's share of DGD Joint Venture Adjusted EBITDA $ 408,528    $ 292,676   

(1) The average rates assumption used in this calculation was the actual fiscal average rate for the six months ended June 27, 2020 of €1.00:USD$1.10 and CAD$1.00:USD$0.73 as compared to the average rate for the six months ended June 29, 2019 of €1.00:USD$1.13 and CAD$1.00:USD$0.75, respectively.

For the six months ended June 27, 2020, the Company generated Adjusted EBITDA of $235.8 million, as compared to $219.0 million for the six months ended June 29, 2019, which included a gain on a land sale in China of approximately $13.1 million.

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On a Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP) basis, the Company generated $239.9 million in the six months ended June 27, 2020, as compared to a Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP) of $219.0 million in the same period in fiscal 2019.

DGD Joint Venture Adjusted EBITDA (Darling's share) is not reflected in the Adjusted EBITDA or the Pro forma Adjusted EBITDA to Foreign Currency. See Note 3 (Investment in Unconsolidated Subsidiaries) to the Company's Consolidated Financial Statements included herein for financial information regarding the DGD Joint Venture.

FINANCING, LIQUIDITY AND CAPITAL RESOURCES

Credit Facilities

Indebtedness

Certain Debt Outstanding at June 27, 2020. On June 27, 2020, debt outstanding under the Company's Amended Credit Agreement, the Company's 5.25% Notes and the Company's 3.625% Notes consists of the following (in thousands): 
        
Senior Notes:  
5.25 % Notes due 2027 $ 500,000   
Less unamortized deferred loan costs (6,126)  
Carrying value of 5.25% Notes due 2027 $ 493,874   
3.625 % Notes due 2026 - Denominated in euros $ 577,315   
Less unamortized deferred loan costs (6,530)  
 Carrying value of 3.625% Notes due 2026 $ 570,785   
   
Amended Credit Agreement:  
Term Loan B $ 495,000   
Less unamortized deferred loan costs (6,983)  
Carrying value of Term Loan B $ 488,017   
Revolving Credit Facility:  
Maximum availability $ 1,000,000   
Ancillary Facilities 46,636   
Borrowings outstanding 10,000   
Letters of credit issued 3,637   
Availability $ 939,727   
Other Debt
$ 33,200   

During the first six months of fiscal 2020, the U.S. dollar weakened as compared to the euro and strengthened as compared to the Canadian dollar. Using the euro and Canadian dollar based debt outstanding at June 27, 2020 and comparing the closing balance sheet rates at June 27, 2020 to those at December 28, 2019, the U.S. dollar debt balances of euro based debt increased by approximately $3.2 million and Canadian based debt decreased by less than approximately $0.1 million, respectively, at June 27, 2020. The closing balance sheet rate assumptions used in this calculation were the actual fiscal closing balance sheet rate at June 27, 2020 of €1.00:USD$1.121000 and CAD$1.00:USD$0.732034 as compared to the closing balance sheet rate at December 28, 2019 of €1.00:USD$1.114750 and CAD$1.00:USD$0.763789, 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 18, 2017, the Company, and certain of its subsidiaries entered into an amendment (the “Fifth Amendment”) with its lenders to the Amended Credit Agreement. Among other things, the Fifth Amendment (i) refinanced the term B loans under the Amended Credit Agreement with new term B loans in an aggregate principal amount of $525.0 million with a maturity date of December 18, 2024; (ii) adjusted the applicable margin pricing on borrowings under the term B loan; (iii) modified certain of the negative covenants to increase the allowances for certain actions, including debt and investments; and (iv)
55

made other updates and changes. 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. For more information regarding the Amended Credit Agreement see Note 10 (Debt) to the Company's Consolidated Financial Statements included herein.

•As of June 27, 2020, the Company had availability of $939.7 million under the revolving loan facility, taking into account that the Company had $10.0 million in outstanding borrowings, $46.6 million in ancillary facilities and letters of credit issued of $3.6 million.

•As of June 27, 2020, the Company has borrowed all $525.0 million under the terms of the term loan B facility and repaid approximately $30.0 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 December 18, 2017, and continuing until the last day of each quarter period ending immediately prior to December 18, 2024; and one final installment in the amount of the relevant term loan B facility then outstanding, due on December 18, 2024. The term loan B facility will mature on December 18, 2024.

•The interest rate applicable to any borrowings under 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 the base rate plus 1.00% or LIBOR plus 2.00%.

5.25 % Senior Notes due 2027. On April 3, 2019, Darling issued and sold $500.0 million aggregate principal amount of 5.25% Senior Notes due 2027 (the “5.25% Notes”). The 5.25% Notes, which were offered in a private offering, were issued pursuant to a Senior Notes Indenture, dated as of April 3, 2019 (the “5.25% Indenture”), among Darling, the subsidiary guarantors party thereto from time to time, and Regions Bank, as trustee. The 5.25% Notes are guaranteed on a senior unsecured basis by Darling and all of Darling's restricted subsidiaries (other than foreign subsidiaries).

3.625% Senior Notes due 2026. On May 2, 2018, Darling Global Finance B.V. issued and sold €515.0 million aggregate principal amount of 3.625% Senior Notes due 2026 (the “3.625% Notes”). The 3.625% Notes, which were offered in a private offering, were issued pursuant to a Senior Notes Indenture, dated as of May 2, 2018 (the “3.625% Indenture”), among Darling Global Finance B.V., Darling, the subsidiary guarantors party thereto from time to time, Citibank, N.A., London Branch, as trustee and principal paying agent, and Citigroup Global Markets Deutschland AG, as principal registrar. The 3.625% Notes are guaranteed on a senior unsecured basis by Darling and all of Darling's restricted subsidiaries (other than any foreign subsidiary or any receivable entity) that guarantee the Senior Secured Credit Facilities.

Other debt consists of U.S, Canadian and European capital lease obligations, note arrangements in Brazil, China and European notes that are not part of the Company's Amended Credit Agreement, 5.25% Notes or 3.625% Notes.

The classification of long-term debt in the Company’s June 27, 2020 consolidated balance sheet is based on the contractual repayment terms of the 5.25% Notes, the 3.625% Notes and debt issued under the Amended Credit Agreement.
 
As a result of the Company's borrowings under its Amended Credit Agreement, the 5.25% Indenture and the 3.625% 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 5.25% Notes and the 3.625% 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 5.25% Indenture and the 3.625% 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 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
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condition and therefore reduce the Company's ability to make required payments under the Amended Credit Agreement, the 5.25% Notes and the 3.625% 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 the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2019 as filed with the SEC on February 25, 2020.
 
As of June 27, 2020, the Company believes it is in compliance with all of the financial covenants under the Amended Credit Agreement, as well as all of the other covenants contained in the Amended Credit Agreement, the 5.25% Indenture and the 3.625% Indenture.

Working Capital and Capital Expenditures

On June 27, 2020, the Company had working capital of $324.8 million and its working capital ratio was 1.54 to 1 compared to working capital of $228.9 million and a working capital ratio of 1.33 to 1 on December 28, 2019.  As of June 27, 2020, the Company had unrestricted cash of $76.2 million and funds available under the revolving credit facility of $939.7 million, compared to unrestricted cash of $72.9 million and funds available under the revolving credit facility of $911.9 million at December 28, 2019. The Company diversifies its cash investments by limiting the amounts deposited with any one financial institution.

Net cash provided by operating activities was $263.6 million for the first six months ended June 27, 2020, as compared to net cash provided by operating activities of $154.3 million for the first six months ended June 29, 2019, an increase of $109.3 million due primarily to an increase in net income of approximately $101.9 million, an increase in distributions from unconsolidated subsidiaries of approximately $108.1 million, changes in operating assets and liabilities that includes a decrease in accounts receivable of approximately $1.1 million, a decrease in income taxes refundable/payable of approximately $1.0 million, a decrease in inventories and prepaid expenses of approximately $18.0 million and a decrease in accounts payable and accrued expenses of approximately $3.6 million.  Cash used by investing activities was $125.9 million for the first six months ended June 27, 2020, compared to $162.8 million for the first six months ended June 29, 2019, a decrease in cash used by investing activities of $36.9 million, primarily due to a decrease in capital asset spending.  Net cash used by financing activities was $128.0 million for the first six months ended June 27, 2020, compared to net cash used by financing activities of $10.9 million for the first six months ended June 29, 2019, an increase in net cash used by financing activities of $117.1 million, primarily due to payment of outstanding debt and the repurchase of our common stock in the first six months ended June 27, 2020 as compared to the first six months ended June 29, 2019.

Capital expenditures of $123.2 million were made during the first six months of fiscal 2020, compared to $167.9 million in the first six months of fiscal 2019, for a net decrease of $44.7 million or 26.6%.  The Company had previously expected to spend approximately $306.0 million in capital expenditures in fiscal 2020; however, due to the COVID-19 outbreak and the government-imposed movement and work restrictions, the Company has initiated a temporary reduction in non-essential capital expenditures until the uncertainty surrounding the COVID-19 outbreak improves. The Company intends to finance these costs using cash flows from operations. Capital expenditures related to compliance with environmental regulations were $16.7 million and $16.8 million during the first six months ended June 27, 2020 and June 29, 2019, respectively.

Accrued Insurance and Pension Plan Obligations

Based upon the annual actuarial estimate, current accruals and claims paid during the first six months of fiscal 2020, the Company has accrued approximately $10.2 million it expects will become due during the next twelve months in order to meet obligations related to the Company’s self insurance reserves and accrued insurance obligations, which are included in current accrued expenses at June 27, 2020.  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 cost of health care, the pending number of claims or other factors beyond the control of management of the Company. 

Based upon current actuarial estimates, the Company expects to contribute approximately $1.3 million to its domestic pension plans in order to meet minimum pension funding requirements during the next twelve months.  In addition, the Company expects to make payments of approximately $3.5 million under its foreign pension plans in the next twelve months.  The minimum pension funding requirements are determined annually, based upon a third party actuarial
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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 tax deductible discretionary and required contributions to its domestic pension plans for the first six months ended June 27, 2020 of approximately $0.5 million. Additionally, the Company has made required and tax deductible discretionary contributions to its foreign pension plans for the first six months ended June 27, 2020 of approximately $1.9 million.

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.  Volatility in the world equity and other financial markets, including that associated with the current COVID-19 outbreak, could 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 for 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 under PPA guidelines. With respect to the other U.S. multiemployer pension plans in which the Company participates and which are not individually significant, five plans have certified as critical or red zone and two have certified as endangered or yellow zone as defined by the PPA. The Company has received notices of withdrawal liability from five U.S. multiemployer pension plans in which it participated. During the second quarter of fiscal 2020, the Company settled one of the withdrawal liabilities for approximately $2.5 million. As a result, the Company has an accrued aggregate liability of approximately $2.8 million representing the present value of scheduled withdrawal liability payments under the remaining multiemployer plans that have given notices of withdrawal. 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 (as subsequently amended, the “DGD LLC 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 as a result of its recently expanded capacity is now capable of processing approximately 20,000 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. Effective May 1, 2019, the DGD LLC Agreement was amended and restated for the purpose of updating the agreement in certain respects, including to remove certain provisions that were no longer relevant and to add new provisions relating to the DGD Joint Venture’s recently approved expansion project to construct a new, parallel facility located next to the current facility, as further described below.

On May 1, 2019, Darling, through its wholly owned subsidiary Darling Green Energy LLC, (“Darling Green”), and Diamond Alternative Energy, LLC, a wholly owned subsidiary of Valero (“Diamond Alternative” and together with Darling Green, the “DGD Lenders”) entered into a revolving loan agreement (the “DGD Loan Agreement”) with the DGD Joint Venture. The DGD Lenders have committed to make loans available to the DGD Joint Venture in the total amount of $50.0 million with each lender committed to $25.0 million of the total commitment. Any borrowings by the DGD Joint Venture under the DGD Loan Agreement are at the applicable annum rate equal to the sum of (a) the LIBO Rate (meaning Reuters BBA Libor Rates Page 3750) on such day plus (b) 2.50%. The DGD Loan Agreement matures on April 29, 2021, unless extended by agreement of the parties. As of June 27, 2020, no amounts are owed to the DGD Lenders under the DGD Loan Agreement.

Based on the sponsor support agreements executed in connection with the initial construction of the DGD Facility, the Company contributed a total of approximately $111.7 million for completion of the DGD Facility including the Company's portion of cost overruns and working capital funding. As of June 27, 2020, under the equity method of accounting, the Company has an investment in the DGD Joint Venture of approximately $700.3 million included on the consolidated balance sheet.

In August 2018, the DGD Joint Venture completed an expansion project that increased the DGD Facility's annual production capacity from 160 million gallons of renewable diesel to 275 million gallons and expanded outbound logistics
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for servicing the many developing low carbon fuel markets around North America and worldwide. In November 2018, the joint venture partners approved the DGD Joint Venture moving forward with another expansion project to construct a new, parallel facility (the “New Facility”) located next to the current facility. The New Facility is expected to grow the DGD Joint Venture’s annual production capacity by an additional 400 million gallons from the current capacity of 275 million gallons of renewable diesel to 675 million gallons of renewable diesel and provide the capability to separate naphtha for sale into low carbon fuel markets. In addition, the expansion project includes expanded inbound and outbound logistics for servicing the many developing low carbon fuel markets around North America and worldwide. The DGD Joint Venture estimates completion and startup of the New Facility in the fourth quarter of 2021, and the total cost of the expansion project, including the naphtha production and improved logistics capability, is estimated to be approximately $1.1 billion. Based on forecasted margins as of the date of this report, the expansion project is expected to be substantially funded by DGD Joint Venture cash flow; however, the DGD LLC Agreement provides that until such time as the New Facility is complete and operational, the joint venture partners shall be required to make capital contributions or, if they agree, loans, to the DGD Joint Venture should the excess available cash in the DGD Joint Venture, as determined on specified dates and in accordance with the provisions contained in the DGD LLC Agreement, fall below $50 million.

In April 2019, the joint venture partners adopted a distribution policy that, unless earlier terminated by the partners, will remain in place through the construction and completion of the New Facility. Pursuant to the distribution policy, the DGD Joint Venture will make quarterly distributions to the partners to the extent that distributable cash (as determined in accordance with the policy) exceeds $50 million and the DGD Joint Venture’s forward looking cash forecast. During the six months ended June 27, 2020, the DGD Joint Venture made a $125.0 million distribution to each partner. In July 2020, the DGD Joint Venture made a dividend distribution to each partner in the amount of approximately $80.2 million.

The Company’s original investment in DGD has expanded since 2011 to the point that it is now integral to how Darling operates its business. Darling traditionally collected and converted used cooking oil and animal fats into feed ingredients which were sold on a caloric value to feed animals as well as for industrial technical uses. Over the past decade, the world’s increasing focus on climate change and greenhouse gas has provided a new finished market for the Company’s finished fats ingredients. With Darling’s significant fats ownership, this has and continues to transform how Darling operates. In 2019, a large portion of Darling’s total U.S. finished fats products were sold to the DGD Facility as feedstock for renewable diesel. In 2019, DGD was Darling’s largest finished product customer in terms of sales, with Darling recording sales of $208.7 million to DGD.

From a procurement, production and distribution standpoint, DGD has become integral to Darling’s base business. DGD is integrated to the Company’s operations via the combined vertical operating structure from collecting raw fats, to processing collected fats at Darling facilities nationwide to transporting the refined fats to the DGD facility as feedstock. The Darling supply chain has become more efficient and sustainable with transparency for verification to obtain full value to low carbon intensity markets. The development of the low carbon markets in North America and Europe has influenced how Darling operates its core business and has also been a driver for the recent DGD expansions, which are making DGD much more relevant to Darling’s earnings. Since 2011 when construction began on DGD, Darling has invested substantially to increase its U.S. railcar fleet to efficiently manage nationwide transportation of Darling fats to DGD. Additionally, Darling acquired an Iowa location on the Mississippi River that further enhances the Company's Midwest network of facilities ability to collect and deliver feedstocks to DGD via water, rail or truck from a centralized location. Darling has also stepped up collection efforts by providing indoor used cooking oil collection units in exchange for extended collection contracts at eating establishments and has moved to more of a centralized digital marketing effort with restaurant chains and franchise groups and invested in internet search engine key words to improve visibility with restaurants. The Company also includes DGD in marketing efforts to emphasize environmental sustainability that restaurants participate in when their used cooking oil is collected by Darling. From a production standpoint, Darling now isolates used cooking oil from other fats to preserve identification to qualify for a higher carbon intensity value. As a result, the Company has reclassified its equity in net income of the DGD Joint Venture to operating income for all periods presented.

In September 2019, the Company announced that the DGD Joint Venture was initiating an advanced engineering and development cost review for construction of a new renewable diesel plant to be located in Port Arthur, Texas. The proposed facility under review would be designed to produce 400 million gallons of renewable diesel annually as well as 40 million gallons of renewable naphtha. The final investment decision on the project is expected in 2021, subject to further engineering, obtaining necessary permits, and approval by the boards of the Company and Valero. If the decision is made to move forward, new plant construction could begin in 2021, with expected operations commencing in 2024.

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Financial Impact of Significant Debt Outstanding

The Company has a substantial amount of indebtedness, which could make it more difficult for the Company to satisfy its obligations to its financial lenders and its contractual and commercial commitments, limit the Company's 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 the Company to use a substantial portion of its cash flows from operations to pay principal and interest on its indebtedness instead of other purposes, thereby reducing the amount of the Company's cash flows from operations available for working capital, capital expenditures, acquisitions and other general corporate purposes, increase the Company's vulnerability to adverse economic, industry and business conditions, expose the Company to the risk of increased interest rates as certain of the Company's borrowings are at variable rates of interest, limit the Company's flexibility in planning for, or reacting to, changes in the Company's business and the industry in which the Company operates, place the Company at a competitive disadvantage compared to other, less leveraged competitors, and/or increase the Company's cost of borrowing.

Cash Flows and Liquidity Risks

Management believes that the Company’s cash flows from operating activities, 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 negative impacts from the current COVID-19 outbreak and those other 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 2020 and thereafter.  The Company reviews the appropriate use of unrestricted cash periodically.  As of the date of this report, no decision has been made as to non-ordinary course material 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 required funding obligations with respect to the DGD Joint Venture expansion project or 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 5.25% Notes and the 3.625% Notes, as well as suitable cash conservation to withstand adverse commodity cycles. The Company's Board of Directors has approved a share repurchase program of up to an aggregate of $200.0 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. The program runs through August 13, 2022, unless further extended or shortened by the Board of Directors. During the first six months of fiscal 2020, the Company repurchased approximately $55.0 million of its common stock in the open market. As of June 27, 2020, the Company had approximately $125.8 million remaining in its share repurchase program, which amount was subsequently increased to $200.0 million by the Board of Directors.

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 alternative 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.


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OFF BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

Based upon the underlying purchase agreements, the Company has commitments to purchase $103.9 million of commodity products consisting of approximately $65.6 million of finished products, approximately $32.7 million of natural gas and diesel fuel and approximately $5.6 million of other commitments during the next two years, which are not included in liabilities on the Company’s balance sheet at June 27, 2020.  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 the remainder of fiscal 2020, in accordance with accounting principles generally accepted in the United States.

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 June 27, 2020 (in thousands):
          
Other commercial commitments:  
Standby letters of credit $ 3,637   
Standby letters of credit (ancillary facility) 24,316   
Foreign bank guarantees 10,317   
Total other commercial commitments: $ 38,270   

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 the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2019, filed with the SEC on February 25, 2020.

Based on the Company’s annual impairment testing at October 26, 2019, 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 26, 2019, the fair value of four of the Company's eight reporting units was less than 30% in excess of its carrying value and one reporting unit (Canada Feed) was less than 10% of the estimated fair value with goodwill of approximately $171.2 million as of June 27, 2020, which was substantially less than the percentage by which the other reporting units with goodwill exceeded their carrying values. 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 four reporting units could decrease in the future and result in an impairment to goodwill.  The amount of goodwill allocated to these four reporting units was approximately $496.8 million as of June 27, 2020.  The Company's management believes the biggest risk to these reporting units is decreasing finished product prices impacting gross margins and an economic slowdown that would impact raw material suppliers. While to date the Company has experienced no material negative effects on its business and results of operation as a result of the current COVID-19 pandemic, and therefore no impairment triggering events were identified, the valuation of the Company’s reporting units could be negatively impacted in future periods by the COVID-19 pandemic, the severity and duration of which is uncertain.
NEW ACCOUNTING PRONOUNCEMENTS

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform Topic 848, Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The update provides optional guidance for a limited period of time to ease the potential burden in accounting for (or reorganizing the effects of) contract modifications on financial reporting, caused by reference rate reform. This ASU is effective for all entities as of March 12, 2020 through December 31, 2022. The adoption of this ASU in the first quarter of fiscal 2020 did not have a material impact on the Company's consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes. This ASU amends Topic 740 Income Taxes, which eliminates certain exceptions in accounting for income taxes, improves consistency in application and clarifies existing guidance. The standard is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard.

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In August 2018, the FASB issued ASU No. 2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans. This ASU amends Subtopic 715-20, Compensation - Retirement Benefits - Defined Benefit Plans - General, which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing and adding certain disclosures for these plans. The standard is effective for fiscal years ending after December 15, 2020, with early adoption permitted. While the adoption of this standard will impact the Company's disclosure, the Company does not expect it will materially impact the Company's consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Changes to the Disclosure Requirements for Fair Value Measurements. This ASU amends Topic 820, Fair Value Measurement, which changes the disclosure requirements for fair value measurements by removing, adding and modifying certain disclosures. The standard is effective for fiscal years beginning after December 15, 2019 and for interim periods therein, with early adoption permitted. The adoption of this ASU at the beginning of fiscal year 2020 did not have a material impact on the Company's consolidated financial statements.

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 adoption of this ASU at the beginning of fiscal year 2020 did not have a material impact on the Company's consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Under ASU 2016-13, existing guidance on reporting credit losses for trade and other receivables and available for sale debt securities will be replaced with a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. This ASU is effective for fiscal years beginning after December 15, 2019 and interim periods therein. The initial adoption of this ASU at the beginning of fiscal year 2020 did not have a material impact on the Company's consolidated financial statements.

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes “forward-looking” statements that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the statements.   Statements that are not statements of historical facts are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “estimate,” “project,” “planned,” “contemplate,” “potential,” “possible,” “proposed,” “intend,” “believe,” “anticipate,” “expect,” “may,” “will,” “would,” “should,” “could,” and similar expressions are intended to identify forward-looking statements.  All statements other than statements of historical facts included in this report are forward looking statements, including, without limitation, the statements under the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and located elsewhere herein regarding industry prospects, the Company’s financial position and the Company's use of cash.  Forward-looking statements are based on the Company's current expectations and assumptions regarding its business, the economy and other future conditions. The Company cautions readers that any such forward-looking statements it makes are not guarantees of future performance and that actual results may differ materially from anticipated results or expectations expressed in its forward-looking statements as a result of a variety of factors, including many that are beyond the Company's control.
 
In addition to those factors discussed 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 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
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finished product prices;  changes to worldwide government policies relating to renewable fuels and greenhouse gas (“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 United States and abroad; possible product recall resulting from developments relating to the discovery of unauthorized adulterations to food or food additives; the occurrence of 2009 H1N1 flu (initially known as “Swine Flu”), highly pathogenic strains of avian influenza (collectively known as “Bird Flu”), severe acute respiratory syndrome (“SARS”), bovine spongiform encephalopathy (or “BSE”), porcine epidemic diarrhea (“PED”) or other diseases associated with animal origin in the United States or elsewhere, such as the outbreak of ASF in China and elsewhere; the occurrence of pandemics, epidemics or disease outbreaks, such as the current COVID-19 outbreak; 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, SARS, PED, BSE or ASF 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; risks and uncertainties relating to international sales and operations, including imposition of tariffs, quotas, trade barriers and other trade protections imposed by foreign countries; difficulties or a significant disruption in the Company's information systems or failure to implement new systems and software successfully; 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 cause actual results to vary materially from the forward-looking statements included in this report or 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. For more detailed discussion of these factors see the Risk Factors discussion in Item 1A of Part I of the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2019. 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 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

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 the 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. Soybean meal options are entered into with the intent of managing the impact of changing prices for poultry meal sales. Corn options and future contracts are entered into with the intent of managing U.S. forecasted sales of BBP by reducing the impact of changing prices. Foreign currency forward 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 June 27, 2020, the Company
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had corn option contracts and foreign exchange forward and option contracts outstanding that qualified and were designated for hedge accounting as well as corn forward contracts and foreign currency forward contracts that did not qualify and were not designated for hedge accounting.

In fiscal 2020 and fiscal 2019, the Company entered into corn option contracts on the Chicago Board of Trade that are designated as 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 2021. As of June 27, 2020, the aggregate fair value of these corn option contracts was approximately $3.6 million. These amounts are included in other current assets and noncurrent assets on the balance sheet, with an offset recorded in accumulated other comprehensive loss. The Company may enter into corn option contracts in the future from time to time.

In fiscal 2020 and fiscal 2019, the Company entered into foreign exchange forward and option contracts that are considered cash flow hedges. Under the terms of the foreign exchange contracts, the Company hedged a portion of its forecasted collagen sales in currencies other than the functional currency through the fourth quarter of fiscal 2022. As of June 27, 2020, the aggregate fair value of these foreign exchange contracts was approximately $0.1 million and is included in other current assets, noncurrent assets and other accrued expenses on the balance sheet, with an offset recorded in accumulated other comprehensive loss.

As of June 27, 2020, the Company had the following outstanding forward and option contract amounts that were entered into to hedge foreign currency transactions in currencies other than the functional currency and forecasted transactions in currencies other than the functional currency (in thousands):
Functional Currency Contract Currency Range of U.S.
Type Amount Type Amount Hedge rates Equivalent
Brazilian real 40,217    Euro 6,750    4.68 - 6.33 $ 7,440   
Brazilian real 1,544,422    U.S. dollar 345,911    3.35 - 6.25 345,911   
Euro 48,776    U.S. dollar 54,613    1.08 - 1.15 54,613   
Euro 20,717    Polish zloty 92,000    4.44 - 4.46 23,224   
Euro 7,241    Japanese yen 861,057    115.54 - 120.60 8,118   
Euro 11,026    Chinese renminbi 87,689    7.73 - 7.99 12,360   
Euro 15,266    Australian dollar 24,850    1.63 17,113   
Euro 5,432    British pound 4,832    0.84 - 0.90 6,089   
Euro 33    Canadian dollar 50    1.53 37   
Polish zloty 19,707    Euro 4,427    4.45 4,952   
British pound 157    Euro 173    0.90 194   
British pound 33    U.S. dollar 41    1.24 41   
Japanese yen 20,355    U.S. dollar 190    107.13 190   
U.S. dollar 1,132    Japanese yen 121,000    106.89 1,132   
U.S. dollar 49,784    Euro 45,000    1.11 49,784   
Chinese renminbi 2,265    Euro 284    7.99 320   
$ 531,518   

The above foreign currency contracts that are not designated as hedges had an aggregate fair value of approximately $0.8 million and are included in other current assets and accrued expenses at June 27, 2020.

Additionally, the Company had corn forward contracts that are marked to market because they did not qualify for hedge accounting at June 27, 2020. These contracts have an aggregate fair value of approximately $0.8 million and are included in other current assets and accrued expenses at June 27, 2020.

As of June 27, 2020, the Company had forward purchase agreements in place for purchases of approximately $32.7 million of natural gas and diesel fuel and approximately $5.6 million of other commitments during the next two years. As of June 27, 2020, the Company had forward purchase agreements in place for purchases of approximately $65.6 million of finished product in fiscal 2020.

Foreign Exchange

The Company now 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,
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particularly with respect to the euro, British pound, Canadian dollar, Australian dollar, Chinese renminbi, Brazilian real, Polish zloty, and Japanese yen.

Item 4.   CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.  As required by Rule 13a-15(b) of the Securities and 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.  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.

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.

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 quarter 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.
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DARLING INGREDIENTS INC. AND SUBSIDIARIES
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 27, 2020

PART II:  Other Information
 

Item 1.  LEGAL PROCEEDINGS

The information required by this Item 1 is contained within Note 17 (Contingencies) on pages 25 through 26 of this Form 10-Q and is incorporated herein by reference.

Item 1A.  RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the risk set forth below and the risk factors described in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 28, 2019, which could materially affect our business, financial condition or future results. The risks and uncertainties described below and in our Annual Report on Form 10-K 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.

Pandemics, epidemics or disease outbreaks, such as the novel coronavirus (“COVID-19”), may disrupt our business, including, among other things, our supply chain and production processes, each of which could materially affect our operations, liquidity, financial condition and results of operations.

The actual or perceived effects of a disease outbreak, epidemic, pandemic or similar widespread public health concern, such as COVID-19, could negatively affect our operations, liquidity, financial condition and results of operations. While to date we have experienced no material negative effects on our business and results of operations as a result of the current COVID-19 outbreak, the situation remains dynamic and subject to rapid and possibly material change, including but not limited to changes that may materially affect the operations of our supply chain partners and finished product customers, which ultimately could result in material negative effects on our business and results of operations.

The spread of pandemics, epidemics or disease outbreaks such as COVID-19 may disrupt our third-party business partners’ ability to meet their obligations to us, which may negatively affect our operations. These third parties include those who supply our raw materials and other necessary operating materials and logistics and transportation services providers. Ports and other channels of entry may be closed or operate at only a portion of capacity, as workers may be prohibited or otherwise unable to report to work, and means of transporting products within regions or countries may be limited for the same reason. As a result of the current COVID-19 outbreak, transport restrictions related to quarantines or travel bans have been put in place and global supply may become constrained, each of which may cause the price of certain raw materials used in our products to increase and/or we may experience disruptions to our operations. In addition, COVID-19 and similar outbreaks may affect the prices and demand for our finished products.

Workforce limitations and travel restrictions resulting from pandemics, epidemics or disease outbreaks such as COVID-19 and related government actions may affect many aspects of our business. If a significant percentage of our workforce is unable to work, including because of illness or travel or government restrictions in connection with pandemics or disease outbreaks, our operations and financial reporting capabilities may be negatively affected. In addition, pandemics or disease outbreaks could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect our raw material supply and our customers’ demand for our finished products.

Our efforts to manage and mitigate these factors may be unsuccessful, and the effectiveness of these efforts depends on factors beyond our control, including the duration and severity of any pandemic, epidemic or disease outbreak, as well as third party actions taken to contain its spread and mitigate public health effects.

The risks described above also apply to DGD and its business and operations.
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Item 6.  EXHIBITS

 The following exhibits are filed herewith:
  31.1
  31.2
32
  101 Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of June 27, 2020 and December 28, 2019; (ii) Consolidated Statements of Operations for the six months ended June 27, 2020 and June 29, 2019; (iii) Consolidated Statements of Comprehensive Income for the six months ended June 27, 2020 and June 29, 2019; (iv) Consolidated Statements of Stockholders' Equity for the six months ended June 27, 2020 and June 29, 2019; (v) Consolidated Statements of Cash Flows for the six months ended June 27, 2020 and June 29, 2019; (vi) Notes to the Consolidated Financial Statements.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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SIGNATURES

Pursuant to the requirements of the Securities Exchange 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.
Date:    August 5, 2020 By:  /s/  Brad Phillips
    Brad Phillips
    Chief Financial Officer
   
(Principal Financial Officer and Duly Authorized Officer)
 
 




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