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8-K - 8-K - DARLING INGREDIENTS INC.d73887d8k.htm
EX-99.2 - EX-99.2 - DARLING INGREDIENTS INC.d73887dex992.htm

Exhibit 99.1

 

LOGO   News Release

 

 

DARLING INGREDIENTS INC. REPORTS SECOND QUARTER 2015 FINANCIAL RESULTS AND ANNOUNCES A STOCK REPURCHASE PROGRAM FOR UP TO $100 MILLION OF COMMON STOCK

 

    Net income for second quarter of $3.1 million; continued FX headwinds, no biofuel tax credit

 

    EBITDA of $105.5 million vs. $98.3 million in Q1

 

    All segments showed sequential EBITDA margin improvements despite lower selling prices

 

    Operating Initiatives being executed:

 

    Reduced working capital by $33.8 million quarter over quarter

 

    USA Corporate headcount 10% lower than December 2014

 

    CAPEX outflows at 35% of annual plan

 

    Restaurant Services and Bakery Feeds showed improvements

 

    Debt repayment of nearly $70 million in the quarter

August 13, 2015 – IRVING, TEXAS – Darling Ingredients Inc. (NYSE: DAR), a global leader in converting edible and inedible bio-nutrient streams into a wide range of ingredients and specialty products for customers in the pharmaceutical, food, pet food, feed, technical, fuel, bioenergy, and fertilizer industries, today announced financial results for the second quarter ended July 4, 2015, and that its Board of Directors approved the repurchase of up to an aggregate of $100 million of Darling’s common stock, depending on market conditions.

“Our earnings improved sequentially with all segments showing EBITDA margin improvements. This is the third quarter in a row that we have been able to improve margins all while working to offset lower and volatile selling prices. Our focus on operational efficiencies and SG&A reductions are also beginning to contribute. Working capital improvements, the $25 million dividend from Diamond Green Diesel (DGD) in April 2015, along with slowing our capital spending outflows allowed us to repay nearly $70 million in debt during the quarter,” said Randall Stuewe, Darling Ingredients Inc. Chairman and Chief Executive Officer.

“The Feed Ingredients Segment achieved improved margins while facing a continuation of declining fat and protein values. Our European, USA and Canadian rendering operations performed admirably and continue to make the necessary adjustments to regain sustainable margins. Our USA restaurant services and bakery feeds business improved but we still have work to do. Raw material volumes moderated over first quarter typical with seasonality,” continued Mr. Stuewe.

“The Food Ingredients Segment saw a strong performance from the gelatin business especially in China and improvements sequentially occurred worldwide. Margin adjustments made in the edible fats business took hold but the closure of the Russian border continues to pressure the edible fat values with oversupply of raw material. Our casings business was challenged with the border closure in Asia.”


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August 13, 2015

Page 2

 

 

“Our Fuel Ingredients Segment continues to deliver predictable returns with the exception of our Canadian biodiesel asset. Although the U.S. EPA released in June proposed biomass based diesel volumes within our expectations, the industry and our Canadian plant continue to operate in the red before the tax credit is considered. Rendac, our disposal rendering business, and Ecoson, our biophosphate operation producing green energy, delivered steady performances quarter over quarter.”

Mr. Stuewe added, “Our Diamond Green Diesel Joint Venture continued its strong operational performance in the second quarter of 2015 shipping over 44 million gallons of renewable diesel. We remain optimistic that the U.S. Biofuels Tax Extenders package will be reinstated and will retroactively add approximately $25 million to income in the second quarter.”

“Globally, we remain focused on debt reduction, working capital improvement and cost reductions to improve shareholder value. We very much believe in our strategy and the long term positioning of our global platform of creating sustainable ingredients for a growing population,” concluded Mr. Stuewe.

“Finally, our Board has authorized a share repurchase program for up to $100 million depending on market conditions,” added Mr. Stuewe. “The repurchases may be made from time to time on the open market at prevailing market prices or in negotiated transactions off the market. Repurchases may occur over the next 24 months, unless extended or shortened by the Board of Directors.”

For the second quarter of 2015, the Company reported net sales of $859.3 million, as compared with net sales of $1,031.3 million for the second quarter of 2014. The $172.0 million decrease in net sales is primarily attributable to lower finished product prices, primarily in the global fat markets, and by $113.9 million for the foreign exchange rate impact of a weak euro and Canadian dollar. Overall, global raw material volumes were stronger year over year.

Net income attributable to Darling for the three months ended July 4, 2015, was $3.1 million, or $0.02 per diluted share, compared to a net income of $32.8 million, or $0.20 per diluted share, in the three months ended June 28, 2014. The results for the three months ended July 4, 2015 and three months ended June 28, 2014, respectively, include the following after-tax costs:

Fiscal 2015

 

    $0.7 million ($0.00 per diluted share) associated with the integration of VION Ingredients and Rothsay and the implementation of internal controls over financial reporting per the Sarbanes-Oxley Act of 2002 for VION Ingredients; and

 

    $5.8 million ($0.04 per diluted share) related to the write-off of deferred loan costs associated with the retirement of the Company’s European portion of its term loan B note on June 3, 2015.


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August 13, 2015

Page 3

 

 

Fiscal 2014

 

    $3.5 million ($0.02 per diluted share) related to a non-cash inventory step-up associated with the required purchase accounting for the VION Acquisition related to the portion of acquired inventory sold during the period; and

 

    $2.9 million ($0.02 per diluted share) associated with the acquisition and integration of Rothsay and VION Ingredients during the period.

Net income and diluted earnings per common share would have been $9.6 million and $0.06 per diluted share, respectively, for the three months ended July 4, 2015, without the integration costs and the write-off of deferred loan costs associated with the retirement of the Euro Term Loan B, as compared to $39.2 million and $0.24 per diluted share, respectively, for the three months ended June 28, 2014, without the noncash inventory step-up associated with the VION Acquisition and the acquisition and integration related costs. When comparing the three months ended July 4, 2015 to the three months ended June 28, 2014, this would have resulted in a $29.6 million decrease in net income. This decrease is attributable to lower finished product prices and the impact of foreign exchange rates as a function of the strengthening U.S. dollar as compared mainly to the euro and Canadian dollar, which were partially offset by an increase in raw material volumes.


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August 13, 2015

Page 4

 

 

Reconciliation of Net Income to (Non-GAAP) Adjusted EBITDA and (Non-GAAP) Pro forma Adjusted EBITDA

Darling Ingredients Inc. reports Adjusted EBITDA results, which is a non-GAAP financial measure, as a complement to results provided in accordance with generally accepted accounting principles (GAAP). The Company believes that Adjusted EBITDA provides additional useful information to investors. As the Company uses the term, Adjusted EBITDA, calculated below:

 

     Three Months Ended - Year over Year  
Adjusted EBITDA    July 4,      June 28,  
(U.S. dollars in thousands)    2015      2014  

Net income attributable to Darling

   $ 3,080       $ 32,757   

Depreciation and amortization

     66,245         67,498   

Interest expense

     34,285         26,571   

Income tax expense

     4,665         15,503   

Foreign currency loss/(gain)

     (1,622      (11

Other expense, net

     1,199         887   

Equity in net (income) of unconsolidated subsidiary

     (4,172      (2,040

Net income attributable to noncontrolling interests

     1,857         1,818   
  

 

 

    

 

 

 

Adjusted EBITDA

   $ 105,537       $ 142,983   
  

 

 

    

 

 

 

Non-cash inventory step-up associated with VION Acquisition

     —           4,972   

Acquisition and integration-related expenses

     1,208         4,165   
  

 

 

    

 

 

 

Pro forma Adjusted EBITDA (Non-GAAP)

   $ 106,745       $ 152,120   
  

 

 

    

 

 

 

DGD Joint Venture Adjusted EBITDA (Darling’s share) (1)

   $ 7,909       $ 5,903   
  

 

 

    

 

 

 

 

(1) Darling’s pro forma adjusted EBITDA (Non-GAAP) in the above table does not include the DGD Joint Venture adjusted EBITDA (Darling’s share) if we had consolidated the DGD Joint Venture.

For the three months ended July 4, 2015, the Company generated Adjusted EBITDA of $105.5 million, as compared to $143.0 million in the same period in fiscal 2014. The decrease was primarily attributable to lower finished product prices and the impact of foreign exchange rates as a function of the strengthening U.S. dollar as compared mainly to the euro and Canadian dollar, which were partially offset by an increase in raw material volumes. On a Pro forma Adjusted EBITDA basis, the Company would have generated $106.7 million in the three months ended July 4, 2015, as compared to a Pro forma Adjusted EBITDA of $152.1 million in the same period in 2014. The decrease in the Pro forma Adjusted EBITDA is attributable to lower finished product prices, the impact of foreign exchange rates as a function of the strengthening U.S. dollar as compared mainly to the euro and Canadian dollar, lower acquisition and integration-related expenses and no inventory step-up associated with the VION Acquisition which were partially offset by an increase in raw material volumes.

As a result of the strengthened U.S. dollar, the above Pro forma Adjusted EBITDA results for the three months ended July 4, 2015 would have been $120.9 million when taking into consideration the change in average foreign exchange (FX) fluctuations of $14.2 million as compared to the Pro forma Adjusted EBITDA of $152.1 million for the same period in fiscal 2014, a reduction of $31.2 million.


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August 13, 2015

Page 5

 

 

Reconciliation of Net Income to (Non-GAAP) Adjusted EBITDA and (Non-GAAP) Pro forma Adjusted EBITDA

 

     Three Months Ended - Sequential  
Adjusted EBITDA    July 4,      April 4,  
(U.S. dollars in thousands)    2015      2015  

Net income attributable to Darling

   $ 3,080       $ 109   

Depreciation and amortization

     66,245         66,398   

Interest expense

     34,285         23,109   

Income tax expense

     4,665         2,115   

Foreign currency loss/(gain)

     (1,622      2,460   

Other expense, net

     1,199         509   

Equity in net (income)/loss of unconsolidated subsidiary

     (4,172      1,808   

Net income attributable to noncontrolling interests

     1,857         1,715   
  

 

 

    

 

 

 

Adjusted EBITDA

   $ 105,537       $ 98,223   
  

 

 

    

 

 

 

Acquisition and integration-related expenses

     1,208         5,319   
  

 

 

    

 

 

 

Pro forma Adjusted EBITDA (Non-GAAP)

   $ 106,745       $ 103,542   
  

 

 

    

 

 

 

DGD Joint Venture Adjusted EBITDA (Darling’s share) (1)

   $ 7,909       $ 2,346   
  

 

 

    

 

 

 

 

(1) Darling’s Pro forma Adjusted EBITDA (Non-GAAP) in the above table does not include the DGD Joint Venture Adjusted EBITDA (Darling’s share) if we had consolidated the DGD Joint Venture.

On a sequential basis, for the three months ended July 4, 2015, the Company generated Adjusted EBITDA of $105.5 million, as compared to $98.2 million for the three months ended April 4, 2015. On a Pro Forma Adjusted EBITDA basis, the Company would have generated $106.7 million in the three months ended July 4, 2015, as compared to a Pro forma Adjusted EBITDA of $103.5 million in the three months ended April 4, 2015, an increase of approximately $3.2 million. The increase in the Pro forma Adjusted EBITDA is attributable to lower raw material prices, lower acquisition and integration-related expense and cost reductions.

As a result of the strengthened U.S. dollar, the above Pro forma Adjusted EBITDA results for the three months ended July 4, 2015 would have been $107.6 million when taking into consideration the change in average foreign currency fluctuations of $0.9 million, as compared to the Pro forma Adjusted EBITDA of $103.5 million for the three months ended April 4, 2015, an increase of $4.1 million.


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August 13, 2015

Page 6

 

 

Second Quarter 2015 Segment Performance

 

Feed Ingredients    Three Months Ended  
($ thousands)    July 4, 2015      June 28, 2014  

Net Sales

   $ 529,429       $ 622,110   

Segment operating income

   $ 35,389       $ 74,706   

EBITDA

   $ 75,874       $ 114,572   

 

    Feed Ingredients operating income for the three months ended July 4, 2015 was $35.4 million, a decrease of $39.3 million as compared to the three months ended June 28, 2014. Adjusting the three months ended June 28, 2014 for the non-cash inventory step-up adjustment of approximately $1.5 million and comparing to the three months ended July 4, 2015, the Feed Ingredients operating income was lower by $40.8 million. In addition, Feed Ingredients operating cash flow was negatively impacted by foreign exchange translation by approximately $4.7 million when using prior year average exchange rates.

 

    Feed Ingredients reported lower earnings and net sales year over year resulting primarily in the United States operations, related to lower finished product prices for protein and fat, particularly in the Company’s non-formula business, as well as bakery. The $92.7 million decrease in net sales includes sales of fats $(26.0) million, used cooking oil $(15.2) million, proteins $(42.0) million, bakery $(5.1) million and other sales of $(4.4) million as compared to three months ended June 28, 2014.

 

Food Ingredients    Three Months Ended  
($ thousands)    July 4, 2015      June 28, 2014  

Net Sales

   $ 283,354       $ 331,443   

Segment operating income

   $ 15,512       $ 11,311   

EBITDA

   $ 32,297       $ 30,939   

 

    Food Ingredients operating income was $15.5 million for the three months ended July 4, 2015, an increase of $4.2 million as compared to the three months ended June 28, 2014. Adjusting the three months ended June 28, 2014 for the non-cash inventory step-up adjustment of approximately $3.4 million and comparing this to the three months ended July 4, 2015, the Food Ingredients operating income is higher by $0.8 million. In addition, Food Ingredients operating cash flow was negatively impacted by foreign exchange translation by approximately $8.2 million when using prior year average exchange rates.

 

    The gelatin business performance improved as compared to the prior year as a result of increased demand in China and lower raw material prices in Europe. The European edible fats operation improved over the prior year due to lower raw material prices. The Company’s casings business was down comparable to the same period in the prior year, due primarily to decreased exports into China for specialty products.


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Fuel Ingredients    Three Months Ended  
($ thousands)    July 4, 2015      June 28, 2014  

Net Sales

   $ 46,532       $ 77,730   

Segment operating income

   $ 2,038       $ 5,243   

EBITDA

   $ 8,637       $ 11,061   

 

    Exclusive of the DGD Joint Venture, Fuel Ingredients operating income for the three months ended July 4, 2015 was $2.0 million, a decrease of $3.2 million as compared to the three months ended June 28, 2014. Adjusting the three months ended June 28, 2014 for the non-cash inventory step-up adjustment of $0.1 million and comparing this to the three months ended July 4, 2015, the operating income is lower by $3.3 million. The Fuel Ingredients segment was negatively impacted by foreign exchange translation by $2.3 million when using prior year average exchange rates, lower production volumes and lower margins at the Canadian biodiesel plant.

 

    Including the DGD Joint Venture earnings, the Fuel Ingredients segment income for the three months ended July 4, 2015 was $5.8 million, as compared to $6.7 million in the same period of 2014. The reduction of $0.9 million is primarily related to a decrease in the income of the DGD Joint Venture due to the uncertain regulatory environment with respect to the U.S. mandated Renewable Volume Obligation (“RVO”) requirements within the Renewable Fuel Standard Program (“RFS2”) for 2015 and the decrease in petroleum prices.

Results of Operations – Six Months Ended July 4, 2015 Compared to Six Months Ended June 28, 2014

Net Income attributable to Darling for the six months ended July 4, 2015, was $3.2 million, or $0.02 per diluted share, as compared to a net loss of $20.0 million, or $(0.12) per diluted share, in the six months ended June 28, 2014. The results for the first six months of 2015 and 2014, respectively, include the following after-tax costs:

Fiscal 2015

 

    $3.5 million ($0.02 per diluted share) associated with the integration of VION Ingredients and Rothsay, staff reduction in Angoulême, France and the implementation of internal controls over financial reporting per the Sarbanes-Oxley Act of 2002 during the first three months of fiscal 2015 for VION Ingredients; and

 

    $5.8 million ($0.04 per diluted share) related to the write-off of deferred loan costs associated with the retirement of the Company’s European portion of its term loan B note on June 3, 2015.

Fiscal 2014

 

    $32.7 million ($0.20 per diluted share) related to a non-cash inventory step-up associated with the required purchase accounting for the VION Acquisition related to the portion of acquired inventory sold during the period;

 

    $20.8 million ($0.13 per diluted share) related to the redemption premium and write-off of deferred loan costs associated with the retirement of the Company’s 8.5% Senior Notes on February 7, 2014;

 

    $15.9 million ($0.10 per diluted share) associated with the acquisition and integration of Rothsay and VION Ingredients during the period; and


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August 13, 2015

Page 8

 

 

    $8.3 million ($0.05 per diluted share) related to certain euro forward contracts entered into to hedge against foreign exchange risks related to the closing of the VION Acquisition.

Net income and diluted earnings per common share would have been $12.5 million and $0.08 per diluted share, respectively, for the six months ended July 4, 2015, as compared to $57.7 million and $0.35 per share, respectively, for the six months ended June 28, 2014 without the above listed after-tax costs. When comparing the first six months of fiscal 2015 to the first six months of fiscal 2014 this would have resulted in a $45.2 million decrease in net income. The decrease is attributable to lower finished product prices, lower equity income in unconsolidated subsidiaries and the impact of foreign exchange rates as a function of the strengthening U.S. dollar as compared mainly to the euro and Canadian dollar, which were partially offset by an increase in raw material volumes.

Reconciliation of Net Income to (Non-GAAP) Adjusted EBITDA and (Non-GAAP) Pro forma Adjusted EBITDA

 

     Six Months Ended  

Adjusted EBITDA

(U.S. dollars in thousands)

   July 4,
2015
     June 28,
2014
 

Net income attributable to Darling

   $ 3,189       $ (20,046

Depreciation and amortization

     132,643         133,167   

Interest expense

     57,394         85,428   

Income tax expense/(benefit)

     6,780         (2,787

Foreign currency loss

     838         13,803   

Other expense, net

     1,708         2,025   

Equity in net (income) of unconsolidated subsidiary

     (2,364      (7,117

Net income attributable to noncontrolling interests

     3,572         3,615   
  

 

 

    

 

 

 

Adjusted EBITDA

   $ 203,760       $ 208,088   
  

 

 

    

 

 

 

Non-cash inventory step-up associated with VION Acquisition

     —           49,803   

Acquisition and integration-related expenses

     6,527         20,113   

Darling Ingredients International - 13th week (1)

     —           4,100   
  

 

 

    

 

 

 

Pro forma Adjusted EBITDA (Non-GAAP)

   $ 210,287       $ 282,104   
  

 

 

    

 

 

 

DGD Joint Venture Adjusted EBITDA (Darling’s share) (2)

   $ 10,255       $ 14,975   
  

 

 

    

 

 

 

 

(1) January 7, 2014 closed on VION Ingredients, thus the 13th week would be EBITDA adjusted for January 1, 2014 through January 7, 2014.
(2) Darling’s Pro forma Adjusted EBITDA (Non-GAAP) in the above table does not include the DGD Joint Venture Adjusted EBITDA (Darling’s share) if we had consolidated the DGD Joint Venture.

For the first six months of fiscal 2015, the Company generated Adjusted EBITDA of $203.8 million, as compared to $208.1 million in the same period of 2014. On a Pro forma Adjusted EBITDA basis, the Company would have generated $210.3 million in the first six months of fiscal 2015, as compared to a Pro forma Adjusted EBITDA of $282.1 million in the same period in 2014. The decrease in the Pro forma Adjusted EBITDA is attributable to lower finished product prices and the impact of foreign exchange rates as a function of the strengthening U.S. dollar as compared mainly to the euro and Canadian dollar, which were partially offset by an increase in raw material volumes.


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Second Quarter 2015 Segment Performance – Six Months Ended

 

Feed Ingredients    Six Months Ended  
($ thousands)    July 4, 2015      June 28, 2014  

Net Sales

   $ 1,076,927       $ 1,208,217   

Segment operating income

   $ 70,804       $ 112,237   

EBITDA

   $ 151,343       $ 190,662   

 

    Adjusting the first six months of 2014 for the non-cash inventory step-up of approximately $14.2 million as compared to the first six months of 2015, the segment operating income would be lower by $55.6 million.

 

    Cash flow was negatively impacted by foreign exchange translation by approximately $9.3 million when using prior year average exchange rates. The $131.3 million decrease in net sales includes sales in fats of $(36.3) million, used cooking oil $(23.9) million, proteins $(55.2) million, bakery $(5.5) million and other $(10.4) million when compared to six months ended June 28, 2014.

 

Food Ingredients    Six Months Ended  
($ thousands)    July 4, 2015      June 28, 2014  

Net Sales

   $ 553,511       $ 624,905   

Segment operating income

   $ 26,360       $ (831

EBITDA

   $ 60,342       $ 36,238   

 

    Adjusting the first six months of 2014 for the non-cash inventory step-up of approximately $35.3 million as compared to the first six months of 2015, the segment operating income would be lower by $8.1 million.

 

    Cash flow was negatively impacted by foreign exchange translation by approximately $15.1 million when using prior year average exchange rates.

 

Fuel Ingredients    Six Months Ended  
($ thousands)    July 4, 2015      June 28, 2014  

Net Sales

   $ 103,571       $ 144,453   

Segment operating income

   $ 4,531       $ 7,587   

EBITDA

   $ 17,761       $ 20,783   

 

    Exclusive of the DGD Joint Venture and adjusting the first six months of 2014 for the non-cash inventory step-up of approximately $0.3 million as compared to the first six months of 2015, the segment operating income would be lower by $3.4 million.

 

    Cash flow was negatively impacted by foreign exchange translation by approximately $4.8 million when using prior year average exchange rates and including lower production and margins at the Canadian biodiesel plant.


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About Darling

Darling Ingredients Inc. is the world’s largest publicly-traded developer and producer of sustainable natural ingredients from edible and inedible bio-nutrients, creating a wide range of ingredients and specialty products for customers in the pharmaceutical, food, pet food, feed, technical, fuel, bioenergy, and fertilizer industries. With operations on five continents, the Company collects and transforms all aspects of animal by-product streams into broadly used and specialty ingredients, such as gelatin, edible fats, feed-grade fats, animal proteins and meals, plasma, pet food ingredients, organic fertilizers, yellow grease, fuel feedstocks, green energy, natural casings and hides. The Company also recovers and converts used cooking oil and commercial bakery residuals into valuable feed and fuel ingredients. In addition, the Company provides grease trap services to food service establishments, environmental services to food processors and sells restaurant cooking oil delivery and collection equipment. For additional information, visit the Company’s website at http://ir.darlingii.com.

Darling Ingredients Inc. will host a conference call to discuss the Company’s second quarter 2015 financial results at 8:30 am Eastern Time (7:30 am Central Time) on Friday, August 14, 2015. To listen to the conference call, participants calling from within North America should dial 866-777-2509; international participants should dial 412-317-5413. Please refer to access code 10069349. Please call approximately ten minutes before the start of the call to ensure that you are connected.

The call will also be available as a live audio webcast that can be accessed on the Company website at http://ir.darlingii.com. Beginning one hour after its completion, a replay of the call can be accessed through August 20, 2015, by dialing 877-344-7529 (U.S. callers), 855-669-9658 (Canada) and 412-317-0088 (international callers). The access code for the replay is 10069349. The conference call will also be archived on the Company’s website.

Use of Non-GAAP Financial Measures:

Adjusted EBITDA is presented here not as an alternative to net income, but rather as a measure of the Company’s operating performance and is not intended to be a presentation in accordance with GAAP. Since EBITDA (generally, net income plus interest expenses, taxes, depreciation and amortization) is not calculated identically by all companies, this presentation may not be comparable to EBITDA or Adjusted EBITDA presentations disclosed by other companies. Adjusted EBITDA is calculated in this presentation and represents, for any relevant period, net income/(loss) plus depreciation and amortization, goodwill and long-lived asset impairment, interest expense, (income)/loss from discontinued operations, net of tax, income tax provision, other income/(expense) and equity in net loss of unconsolidated subsidiary. Management believes that Adjusted EBITDA is useful in evaluating the Company’s operating performance compared to that of other companies in its industry because the calculation of Adjusted EBITDA generally eliminates the effects of financing income taxes and certain non-cash and other items that may vary for different companies for reasons unrelated to overall operating performance.

As a result, the Company’s management uses Adjusted EBITDA as a measure to evaluate performance and for other discretionary purposes. However, Adjusted EBITDA is not a recognized measurement under GAAP, should not be considered as an alternative to net income as a measure of operating results or to cash flow as a measure of liquidity, and is not intended to be a presentation in accordance with GAAP. In addition to the foregoing, management also uses or will use Adjusted EBITDA to measure compliance with certain financial covenants under the Company’s Senior Secured Credit Facilities and 5.375% Notes and 4.75% Notes that were outstanding at July 4, 2015. However, the amounts shown in this presentation for Adjusted EBITDA differ from the amounts calculated under similarly titled definitions in the Company’s Senior Secured Credit Facilities and 5.375% Notes and 4.75% Notes, as those definitions permit further adjustments to reflect certain other non-recurring costs and non-cash charges.

In addition, the Company’s management uses adjusted diluted earnings per share as a measure of earnings due to the significant merger and acquisition activity of the Company. However, an adjusted earnings per share is not a recognized measurement under GAAP and should not be considered as an alternative to diluted earnings per share presented in accordance with GAAP. Adjusted diluted earnings per share is defined as adjusted net income attributable to Darling divided by the weighted average shares of diluted common stock. Adjusted net income attributable to Darling is defined as a reconciliation of net income attributable to Darling, net of tax (i) adjusted for net of tax acquisition and integration costs related to merger and acquisitions, (ii) net of tax amortization of acquisition related intangibles and (iii) net of tax certain non-recurring items that are not part of normal operations. This measure is solely for the purpose of calculating adjusted diluted earnings per share and is not intended to be a substitute of presentation in accordance with GAAP.


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Cautionary Statements Regarding Forward-Looking Information:

{This media release contains “forward-looking” statements regarding the business operations and prospects of Darling Ingredients Inc. and industry factors affecting it. These statements are identified by words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “could,” “may,” “will,” “should,” “planned,” “potential,” “continue,” “momentum,” and other words referring to events that may occur in the future. These statements reflect Darling Ingredient’s current view of future events and are based on its assessment of, and are subject to, a variety of risks and uncertainties beyond its control, each of which could cause actual results to differ materially from those indicated in the forward-looking statements. These factors include, among others, 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; unanticipated costs or operating problems related to the acquisition and integration of Rothsay and Darling Ingredients International (including transactional costs and integration of the new enterprise resource planning (ERP) system); 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, reduced demand for animal feed, or otherwise; reduced finished product prices; continued decline in fat and used cooking oil finished product prices; changes to worldwide government policies relating to renewable fuels and greenhouse gas emissions that adversely affect programs like the Renewable Fuel Standards Program (RFS2) and tax credits for biofuels both in the Unites States and abroad; possible product recall resulting from developments relating to the discovery of unauthorized adulterations to food or food additives; the occurrence of Bird Flu including, but not limited to H5N1 flu, bovine spongiform encephalopathy (or “BSE”), porcine epidemic diarrhea (“PED”) or other diseases associated with animal origin in the United States or elsewhere; unanticipated costs and/or reductions in raw material volumes related to the Company’s compliance with the existing or unforeseen new U.S. or foreign regulations (including, without limitation, China) affecting the industries in which the Company operates or its value added products (including new or modified animal feed, Bird Flu, PED or BSE or similar or unanticipated regulations); risks associated with the renewable diesel plant in Norco, Louisiana owned and operated by a joint venture between Darling Ingredients and Valero Energy Corporation, including possible unanticipated operating disruptions; 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; and/or unfavorable export or import markets. These factors, coupled with volatile prices for natural gas and diesel fuel, climate conditions, currency exchange fluctuations, general performance of the U.S. and global economies, disturbances in world financial, credit, commodities and stock markets, and any decline in consumer confidence and discretionary spending, including the inability of consumers and companies to obtain credit due to lack of liquidity in the financial markets, among others, could negatively impact the Company’s results of operations. Among other things, future profitability may be affected by the Company’s ability to grow its business, which faces competition from companies that may have substantially greater resources than the Company. The Company’s announced share repurchase program may be suspended or discontinued at any time and purchases of shares under the program are subject to market conditions and other factors, which are likely to change from time to time. Other risks and uncertainties regarding Darling Ingredients Inc., its business and the industries in which it operates are referenced from time to time in the Company’s filings with the Securities and Exchange Commission. Darling Ingredients Inc. is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.}

 

For More Information, contact:   
Melissa A. Gaither, Director of Investor Relations    Email: mgaither@darlingii.com
251 O’Connor Ridge Blvd., Suite 300    Phone: 972-717-0300
Irving, Texas 75038   


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News Release

August 13, 2015

Page 12

 

 

Darling Ingredients Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

July 4, 2015 and January 3, 2015

(Dollars in thousands, except share data)

 

     July 4,
2015
     January 3,
2015
 
     (unaudited)         

Current assets:

     

Cash and cash equivalents

   $ 126,020       $ 108,784   

Restricted cash

     340         343   

Accounts receivable, net

     368,434         409,779   

Inventories

     396,423         401,613   

Prepaid expenses

     53,218         44,629   

Income taxes refundable

     24,855         22,140   

Other current assets

     24,102         21,324   

Deferred income taxes

     43,114         45,001   
  

 

 

    

 

 

 

Total current assets

     1,036,506         1,053,613   
  

 

 

    

 

 

 

Property, plant and equipment, less accumulated depreciation, net

     1,515,573         1,574,116   

Intangible assets, less accumulated amortization, net

     852,490         932,413   

Other assets:

     

Goodwill

     1,261,610         1,320,419   

Investment in unconsolidated subsidiaries

     177,036         202,712   

Other assets

     79,833         71,009   

Deferred income taxes

     15,752         16,431   
  

 

 

    

 

 

 

Total assets

   $ 4,938,800       $ 5,170,713   
  

 

 

    

 

 

 

Current liabilities:

     

Current portion of long-term debt

   $ 50,884       $ 54,401   

Accounts payable, principally trade

     164,424         168,518   

Income taxes payable

     6,015         4,363   

Accrued expenses

     242,358         256,119   

Deferred income taxes

     1,338         642   
  

 

 

    

 

 

 

Total current liabilities

     465,019         484,043   
  

 

 

    

 

 

 

Long-term debt, net of current portion

     1,994,417         2,098,039   

Other non-current liabilities

     110,918         114,700   

Deferred income taxes

     399,335         422,797   
  

 

 

    

 

 

 

Total liabilities

     2,969,689         3,119,579   
  

 

 

    

 

 

 

Commitments and contingencies

     

Total Darling’s stockholders’ equity

     1,866,514         1,952,990   

Noncontrolling interests

     102,597         98,144   
  

 

 

    

 

 

 

Total stockholders’ equity

   $ 1,969,111       $ 2,051,134   
  

 

 

    

 

 

 
   $ 4,938,800       $ 5,170,713   
  

 

 

    

 

 

 


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News Release

August 13, 2015

Page 13

 

 

Darling Ingredients Inc. and Subsidiaries

Consolidated Operating Results

For the Periods Ended July 4, 2015 and June 28, 2014

(Dollars in thousands, except per share data)

(unaudited)

 

     Three Months Ended     Six Months Ended  
                 $ Change                 $ Change  
     July 4,     June 28,     Favorable     July 4,     June 28,     Favorable  
     2015     2014     (Unfavorable)     2015     2014     (Unfavorable)  

Net sales

   $ 859,315      $ 1,031,283      $ (171,968   $ 1,734,009      $ 1,977,575      $ (243,566

Costs and expenses:

              

Cost of sales and operating expenses

   $ 668,276      $ 789,505        121,229      $ 1,352,797      $ 1,564,711        211,914   

Selling, general and administrative expenses

     84,294        94,630        10,336        170,925        184,663        13,738   

Depreciation and amortization

     66,245        67,498        1,253        132,643        133,167        524   

Acquisition and Integration costs

     1,208        4,165        2,957        6,527        20,113        13,586   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

     820,023        955,798        135,775        1,662,892        1,902,654        239,762   

Operating income

     39,292        75,485        (36,193     71,117        74,921        (3,804

Other expense:

              

Interest expense

     (34,285     (26,571     (7,714     (57,394     (85,428     28,034   

Foreign currency gain/(loss)

     1,622        11        1,611        (838     (13,803     12,965   

Other income/(expense), net

     (1,199     (887     (312     (1,708     (2,025     317   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other expense

     (33,862     (27,447     (6,415     (59,940     (101,256     41,316   
 

Equity in net income/(loss) of unconsolidated subsidiaries

     4,172        2,040        2,132        2,364        7,117        (4,753
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income/(loss) before income taxes

     9,602        50,078        (40,476     13,541        (19,218     32,759   
 

Income taxes expense/(benefit)

     4,665        15,503        10,838        6,780        (2,787     (9,567
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income/(loss)

   $ 4,937      $ 34,575      $ (29,638   $ 6,761      $ (16,431   $ 23,192   
 

Net (income)/loss attributable to noncontrolling interests

   $ (1,857   $ (1,818   $ (39   $ (3,572   $ (3,615   $ 43   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income/(loss) attributable to Darling

   $ 3,080      $ 32,757      $ (29,677   $ 3,189      $ (20,046   $ 23,235   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Basic income/(loss) per share:

   $ 0.02      $ 0.20      $ (0.18   $ 0.02      $ (0.12   $ 0.14   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted income/(loss) per share:

   $ 0.02      $ 0.20      $ (0.18   $ 0.02      $ (0.12   $ 0.14   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 


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News Release

August 13, 2015

Page 14

 

 

Darling Ingredients Inc. and Subsidiaries

Consolidated Statement of Cash Flows

Six Months Ended July 4, 2015 and June 28, 2014

(Dollars in thousands)

(unaudited)

 

     Six Months Ended  
     July 4,     June 28,  
     2015     2014  

Cash flows from operating activities:

    

Net income/(loss)

   $ 6,761      $ (16,431

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     132,643        133,167   

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

     233        (839

Gain on insurance proceeds from insurance settlements

     (341     —     

Deferred taxes

     (3,225     (12,882

Increase/(decrease) in long-term pension liability

     350        (6,519

Stock-based compensation expense

     4,642        14,583   

Write-off deferred loan costs

     10,633        4,330   

Deferred loan cost amortization

     4,868        4,911   

Equity in net (income)/loss of unconsolidated subsidiaries

     (2,364     (7,117

Distributions of earnings from unconsolidated subsidiaries

     26,155        —     

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

    

Accounts receivable

     22,582        (36,920

Income taxes refundable/payable

     (1,368     (3,181

Inventories and prepaid expenses

     (21,451     (2,806

Accounts payable and accrued expenses

     (1,505     (25,218

Other

     8,937        (4,054
  

 

 

   

 

 

 

Net cash provided by operating activities

     187,550        41,024   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Capital expenditures

     (98,722     (103,531

Acquisitions, net of cash acquired

     —          (2,075,651

Gross proceeds from disposal of property, plant and equipment and other assets

     1,484        2,308   

Proceeds from insurance settlement

     341        —     

Payments related to routes and other intangibles

     (2,242     (7,312
  

 

 

   

 

 

 

Net cash used by investing activities

     (99,139     (2,184,186
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Proceeds from long-term debt

     579,974        1,821,196   

Payments on long-term debt

     (583,736     (287,066

Borrowings from revolving credit facility

     41,244        170,143   

Payments on revolving credit facility

     (83,506     (257,254

Net cash overdraft financing

     (880     9,529   

Deferred loan costs

     (11,629     (44,865

Issuance of commons stock

     171        417   

Minimum withholding taxes paid on stock awards

     (4,775     (5,495

Excess tax benefits from stock-based compensation

     (12     1,329   

Distributions to noncontrolling interests

     (1,866     —     
  

 

 

   

 

 

 

Net cash provided by financing activities

     (65,015     1,407,934   

Effect of exchange rate changes on cash

     (6,160     8,156   
  

 

 

   

 

 

 

Net increase/(decrease) in cash and cash equivalents

     17,236        (727,072

Cash and cash equivalents at beginning of period

     108,784        870,857   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 126,020      $ 143,785   
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information:

    

Accrued capital expenditures

   $ 274      $ (2,300
  

 

 

   

 

 

 

Cash paid during the period for:

    

Interest, net of capitalized interest

   $ 37,524      $ 47,851   
  

 

 

   

 

 

 

Income taxes, net of refunds

   $ 11,436      $ 11,301   

Non-cash financing activities

    

Debt issued for service contract assets

   $ 2,521      $ —     
  

 

 

   

 

 

 


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News Release

August 13, 2015

Page 15

 

 

Darling Ingredients Inc.

Adjusted (Non-GAAP) Diluted Earnings Per Share

Three Months Ended July 4, 2015 and June 28, 2014

 

     Three Months Ended  
     July 4,
2015
     June 28,
2014
 
     

Weighted average shares of common stock outstanding (millions)

     165,298         165,097   

Reported Earnings Per Share (fully diluted)

   $ 0.02       $ 0.20   

Non-cash inventory step-up associated with the VION Acquisition

     —           0.02   

Acquisition and integration costs

     —           0.02   

Amortization of intangibles

     0.07         0.09   

Write-off deferred loan costs euro term loan B

     0.04         —     
  

 

 

    

 

 

 

Adjusted diluted earnings per share attributable to Darling (Non-GAAP) (1)

   $ 0.13       $ 0.33   
  

 

 

    

 

 

 

 

(1) Adjustments to diluted earnings per share of acquisition related items are net of tax. Calculations of all adjustment tax amounts were at the applicable effective tax rate for the period, except for discrete items in fiscal 2015 and fiscal 2014. The effective tax rate used for calculating Non-GAAP Adjusted EPS in the above table for the three months ended July 4, 2015 and June 28, 2014 was 45.8% and 28.7%, respectively.

Darling Ingredients Inc.

Adjusted (Non-GAAP) Diluted Earnings Per Share

Six Months Ended July 4, 2015 and June 28, 2014

 

     Six Months Ended  
     July 4,
2015
     June 28,
2014
 
     

Weighted average shares of common stock outstanding (millions)

     165,244         164,469   

Reported Earnings Per Share (fully diluted)

   $ 0.02       $ (0.12

Non-cash inventory step-up associated with the VION Acquisition

     —           0.20   

Acquisition and integration costs

     0.02         0.10   

Amortization of intangibles

     0.13         0.17   

Redemption premium on 8.5% Senior Notes and write off deferred loan costs

     —           0.13   

Write-off deferred loan costs euro term loan B

     0.04         —     

Foreign currency hedge of VION purchase price

     —           0.05   
  

 

 

    

 

 

 

Adjusted diluted earnings per share attributable to Darling (Non-GAAP) (1)

   $ 0.21       $ 0.53   
  

 

 

    

 

 

 

 

(1) Adjustments to diluted earnings per share of acquisition related items are net of tax. Calculations of all adjustment tax amounts were at the applicable effective tax rate for the period, except for discrete items in fiscal 2015 and fiscal 2014. The effective tax rate used for calculating Non-GAAP Adjusted EPS in the above table for the six months ended July 4, 2015 and June 28, 2014 was 45.8% and 34.3%, respectively.