Date of report (Date of earliest event reported) | May 8, 2019 |
DARLING INGREDIENTS INC. | ||||
(Exact Name of Registrant as Specified in Charter) |
Delaware | 001-13323 | 36-2495346 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
251 O’CONNOR RIDGE BLVD., SUITE 300, IRVING, TEXAS | 75038 | |||
(Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: | (972) 717-0300 |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
¨ | Emerging growth company |
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”) |
Item 2.02. | Results of Operations and Financial Condition. |
DARLING INGREDIENTS INC. | |||
Date: May 8, 2019 | By: | /s/ John F. Sterling | |
John F. Sterling | |||
Executive Vice President, General Counsel |
• | Revenue of $835.1 million |
• | Net income of $18.0 million |
• | Adjusted EBITDA of $103.4 million |
• | Difficult winter and North America flooding impacted operations |
• | Continued strong global raw material volumes, up 2.7 percent year over year |
• | High global slaughter volumes, China trade disruptions and African Swine Fever (ASF) created lower pricing environment for Feed segment fats and proteins |
• | Collagen business drove record Food segment earnings |
• | Diamond Green Diesel (“DGD”) JV issued $17.7 million partner dividend in early April |
• | Launched and priced U.S. Bonds refinance in late March, extending maturity from 2022 to 2027 with more favorable terms |
![]() | News Release May 8, 2019 Page 2 | ||
• | Feed Ingredients - Pricing environment pressured by ample oilseed supplies with slight improvement in fats pricing. China trade disruptions and ASF weighed on protein values along with seasonally weaker demand for North America pet food. Extreme weather events, including Midwest flooding, disrupted logistics and plant operations in North America. Strong slaughter drove global volumes up 3 percent year-over-year. |
• | Food Ingredients - Rousselot collagen business excelled operationally and gained market share, delivering robust earnings led by volume growth in new product mix changes and improved margins, which more than offset lower CTH casings margins from decreased sales volumes. Lower segment sales resulted from the 2018 Argentina collagen plant closure while China and South American markets performed as expected. Strengthening Euro tempered margins at European operations. Deflationary global palm oil markets pressured Sonac edible fats margins. |
• | Fuel Ingredients - Segment showed consistent performance absent the $12.6 million BTC that was made retroactive for 2017 and booked in February 2018. Ecoson bioenergy operations delivered improved performance with the addition of our Belgium digester contributing solid earnings. Rendac, our European disposal rendering business, reflected softened results with lower livestock and slaughter volumes. North American biodiesel facilities reported steady earnings without the BTC. |
• | Diamond Green Diesel Joint Venture (DGD) - DGD met expectations with first quarter earnings impacted by the reversal of hedge gain realized in the 2018 fourth quarter. Results reflect entity level EBITDA of $0.84 per gallon on 71.1 million gallons of sales. Since its latest expansion to 275 million gallons, DGD is tracking on target when averaging Q4 2018 and Q1 2019 EBITDA per gallon to a net run rate of $1.24 EBITDA per gallon. JV partner dividend of $17.7 million received early April 2019. Super Diamond phase three expansion is underway and on schedule, expanding capacity by 400 million gallons in a parallel plant, which will increase annual production to 675 million gallons of renewable diesel plus an additional 50-60 million gallons of renewable naphtha for green gasoline markets. Estimated expansion costs of $1.1 billion is expected to be substantially funded by entity’s cash flows. |
Feed Ingredients | Three Months Ended | |||||
($ thousands) | March 30, 2019 | March 31, 2018 | ||||
Net sales | $ | 495,819 | $ | 485,798 | ||
Selling, general and administrative expenses | 48,831 | 48,265 | ||||
Depreciation and amortization | 49,369 | 46,789 | ||||
Segment operating income | 15,151 | 21,656 | ||||
EBITDA | $ | 64,520 | $ | 68,445 | ||
*EBITDA calculated by adding depreciation and amortization to segment operating income. |
• | Feed Ingredients operating income for the three months ended March 30, 2019 was $15.2 million, a decrease of $6.5 million or (30.0)% as compared to the three months ended March 31, 2018. Feed Ingredients segment operating income was down in the three months ended March 30, 2019 as compared to the same period in fiscal 2018 due to an increase in raw material prices relative to the sales price in the domestic markets and less favorable |
![]() | News Release May 8, 2019 Page 3 | ||
Food Ingredients | Three Months Ended | |||||
($ thousands) | March 30, 2019 | March 31, 2018 | ||||
Net sales | $ | 279,164 | $ | 305,520 | ||
Selling, general and administrative expenses | 21,887 | 23,861 | ||||
Depreciation and amortization | 19,511 | 20,640 | ||||
Segment operating income | 23,648 | 11,834 | ||||
EBITDA | $ | 43,159 | $ | 32,474 | ||
*EBITDA calculated by adding depreciation and amortization to segment operating income. |
• | Food Ingredients operating income was $23.6 million for the three months ended March 30, 2019, an increase of $11.8 million or 100.0% as compared to the three months ended March 31, 2018. The increase was primarily due to improved results in gelatin and collagen markets. The Company’s edible fat prices were lower as a result of lower competing fat markets as compared to the same period in fiscal 2018. The casings business delivered lower earnings due to lower sales volumes and lower margins as compared to the same period in fiscal 2018. |
Fuel Ingredients | Three Months Ended | |||||
($ thousands) | March 30, 2019 | March 31, 2018 | ||||
Net sales | $ | 60,121 | $ | 84,056 | ||
Selling, general and administrative expenses | (754 | ) | (1,398 | ) | ||
Depreciation and amortization | 7,798 | 8,471 | ||||
Segment operating income | 3,000 | 17,157 | ||||
EBITDA | $ | 10,798 | $ | 25,628 | ||
*EBITDA calculated by adding depreciation and amortization to segment operating income. |
• | Exclusive of the DGD Joint Venture, the Company’s Fuel Ingredients segment income for the three months ended March 30, 2019 was $3.0 million, a decrease of $14.2 million or (82.6)% as compared to the same period in fiscal 2018. The decrease in earnings is primarily related to the fiscal 2017 blenders tax credits recorded in the first quarter of fiscal 2018 in North America as compared to no blenders tax credits booked in the same period of fiscal 2019. |
![]() | News Release May 8, 2019 Page 4 | ||
Three Months Ended | |||||||||||
$ Change | |||||||||||
March 30, | March 31, | Favorable | |||||||||
2019 | 2018 | (Unfavorable) | |||||||||
Net sales | $ | 835,104 | $ | 875,374 | $ | (40,270 | ) | ||||
Costs and expenses: | |||||||||||
Cost of sales and operating expenses | 646,663 | 678,099 | 31,436 | ||||||||
Selling, general and administrative expenses | 85,003 | 86,902 | 1,899 | ||||||||
Depreciation and amortization | 79,164 | 78,619 | (545 | ) | |||||||
Total costs and expenses | 810,830 | 843,620 | 32,790 | ||||||||
Operating income | 24,274 | 31,754 | (7,480 | ) | |||||||
Other expense: | |||||||||||
Interest expense | (19,876 | ) | (23,124 | ) | 3,248 | ||||||
Foreign currency loss | (732 | ) | (1,481 | ) | 749 | ||||||
Other expense, net | (2,525 | ) | (2,516 | ) | (9 | ) | |||||
Total other expense | (23,133 | ) | (27,121 | ) | 3,988 | ||||||
Equity in net income of unconsolidated subsidiaries | 23,773 | 97,154 | (73,381 | ) | |||||||
Income before income taxes | 24,914 | 101,787 | (76,873 | ) | |||||||
Income taxes expense | 5,274 | 3,712 | (1,562 | ) | |||||||
Net income | 19,640 | 98,075 | (78,435 | ) | |||||||
Net income attributable to noncontrolling interests | (1,628 | ) | (770 | ) | (858 | ) | |||||
Net income attributable to Darling | $ | 18,012 | $ | 97,305 | $ | (79,293 | ) | ||||
Basic income per share: | $ | 0.11 | $ | 0.59 | $ | (0.48 | ) | ||||
Diluted income per share: | $ | 0.11 | $ | 0.58 | $ | (0.47 | ) | ||||
Number of diluted common shares: | 168,660 | 167,742 |
![]() | News Release May 8, 2019 Page 5 | ||
March 30, | December 29, | |||||||
2019 | 2018 | |||||||
ASSETS | (unaudited) | |||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 95,716 | $ | 107,262 | ||||
Restricted cash | 107 | 107 | ||||||
Accounts receivable, net | 371,339 | 385,737 | ||||||
Inventories | 339,882 | 341,028 | ||||||
Prepaid expenses | 39,070 | 35,247 | ||||||
Income taxes refundable | 4,102 | 6,462 | ||||||
Other current assets | 20,959 | 22,099 | ||||||
Total current assets | 871,175 | 897,942 | ||||||
Property, plant and equipment, less accumulated depreciation, net | 1,691,558 | 1,687,858 | ||||||
Intangible assets, net | 579,313 | 595,862 | ||||||
Goodwill | 1,222,382 | 1,229,159 | ||||||
Investment in unconsolidated subsidiaries | 433,381 | 410,177 | ||||||
Operating lease right-of-use assets | 129,721 | — | ||||||
Other assets | 53,487 | 53,375 | ||||||
Deferred income taxes | 14,037 | 14,981 | ||||||
$ | 4,995,054 | $ | 4,889,354 | |||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current liabilities: | ||||||||
Current portion of long-term debt | $ | 23,693 | $ | 7,492 | ||||
Accounts payable, principally trade | 192,511 | 219,479 | ||||||
Income taxes payable | 8,861 | 4,043 | ||||||
Current operating lease liabilities | 39,776 | — | ||||||
Accrued expenses | 281,331 | 309,484 | ||||||
Total current liabilities | 546,172 | 540,498 | ||||||
Long-term debt, net of current portion | 1,663,763 | 1,666,940 | ||||||
Long-term operating lease liabilities | 89,100 | — | ||||||
Other non-current liabilities | 113,984 | 115,032 | ||||||
Deferred income taxes | 225,336 | 231,063 | ||||||
Total liabilities | 2,638,355 | 2,553,533 | ||||||
Commitments and contingencies | ||||||||
Total Darling's stockholders' equity: | 2,290,539 | 2,273,048 | ||||||
Noncontrolling interests | 66,160 | 62,773 | ||||||
Total stockholders' equity | $ | 2,356,699 | $ | 2,335,821 | ||||
$ | 4,995,054 | $ | 4,889,354 |
![]() | News Release May 8, 2019 Page 6 | ||
Three Months Ended | |||||||
March 30, | March 31, | ||||||
Cash flows from operating activities: | 2019 | 2018 | |||||
Net income | $ | 19,640 | $ | 98,075 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 79,164 | 78,619 | |||||
Gain on disposal of property, plant, equipment and other assets | (4,250 | ) | (462 | ) | |||
Gain on insurance proceeds from insurance settlements | (845 | ) | (503 | ) | |||
Deferred taxes | (2,901 | ) | (2,649 | ) | |||
Increase in long-term pension liability | 646 | 159 | |||||
Stock-based compensation expense | 10,327 | 8,992 | |||||
Write-off deferred loan costs | 27 | — | |||||
Deferred loan cost amortization | 1,574 | 2,939 | |||||
Equity in net income of unconsolidated subsidiaries | (23,773 | ) | (97,154 | ) | |||
Distribution of earnings from unconsolidated subsidiaries | — | — | |||||
Changes in operating assets and liabilities, net of effects from acquisitions: | |||||||
Accounts receivable | 11,692 | (14,590 | ) | ||||
Income taxes refundable/payable | 7,270 | (1,384 | ) | ||||
Inventories and prepaid expenses | (5,063 | ) | (10,182 | ) | |||
Accounts payable and accrued expenses | (43,016 | ) | (38,422 | ) | |||
Other | (1,891 | ) | 3,486 | ||||
Net cash provided by operating activities | 48,601 | 26,924 | |||||
Cash flows from investing activities: | |||||||
Capital expenditures | (84,269 | ) | (56,587 | ) | |||
Acquisition, net of cash acquired | (1,431 | ) | — | ||||
Investment of unconsolidated subsidiaries | — | (3,500 | ) | ||||
Proceeds from sale of investment in subsidiary | — | 2,805 | |||||
Gross proceeds from disposal of property, plant and equipment and other assets | 7,868 | 1,479 | |||||
Proceeds from insurance settlement | 845 | 503 | |||||
Payments related to routes and other intangibles | (2,778 | ) | (15 | ) | |||
Net cash used by investing activities | (79,765 | ) | (55,315 | ) | |||
Cash flows from financing activities: | |||||||
Proceeds from long-term debt | 2,138 | 3,876 | |||||
Payments on long-term debt | (10,974 | ) | (9,622 | ) | |||
Borrowings from revolving credit facility | 156,829 | 135,184 | |||||
Payments on revolving credit facility | (138,147 | ) | (80,019 | ) | |||
Net cash overdraft financing | 14,525 | (331 | ) | ||||
Deferred loan costs | — | (1,094 | ) | ||||
Issuance of common stock | 12 | 182 | |||||
Minimum withholding taxes paid on stock awards | (3,190 | ) | (2,018 | ) | |||
Net cash provided by financing activities | 21,193 | (46,158 | ) | ||||
Effect of exchange rate changes on cash | (1,575 | ) | (1,672 | ) | |||
Net increase in cash, cash equivalents and restricted cash | (11,546 | ) | 16,095 | ||||
Cash, cash equivalents and restricted cash at beginning of period | 107,369 | 106,916 | |||||
Cash, cash equivalents and restricted cash at end of period | $ | 95,823 | $ | 123,011 | |||
Supplemental disclosure of cash flow information: | |||||||
Accrued capital expenditures | $ | (8,623 | ) | $ | (1,934 | ) | |
Cash paid during the period for: | |||||||
Interest, net of capitalized interest | $ | 21,602 | $ | 19,142 | |||
Income taxes, net of refunds | $ | 2,894 | $ | 7,120 | |||
Non-cash financing activities: | |||||||
Operating lease right of use asset | $ | 4,794 | $ | — | |||
Debt issued for assets | $ | — | $ | 17 |
![]() | News Release May 8, 2019 Page 7 | ||
March 31, | December 31, | ||||||
2019 | 2018 | ||||||
Assets: | |||||||
Total current assets | $ | 225,948 | $ | 186,258 | |||
Property, plant and equipment, net | 591,927 | 576,384 | |||||
Other assets | 26,427 | 24,601 | |||||
Total assets | $ | 844,302 | $ | 787,243 | |||
Liabilities and members' equity: | |||||||
Total current portion of long term debt | $ | 276 | $ | 189 | |||
Total other current liabilities | 44,440 | 40,619 | |||||
Total long term debt | 9,010 | 8,485 | |||||
Total other long term liabilities | 4,612 | 539 | |||||
Total members' equity | 785,964 | 737,411 | |||||
Total liabilities and members' equity | $ | 844,302 | $ | 787,243 |
Three Months Ended | |||||||||||
$ Change | |||||||||||
March 31, | March 31, | Favorable | |||||||||
2019 | 2018 | (Unfavorable) | |||||||||
Revenues: | |||||||||||
Operating revenues | $ | 302,718 | $ | 150,321 | $ | 152,397 | |||||
Expenses: | |||||||||||
Total costs and expenses less depreciation, amortization and accretion expense | 243,063 | (49,821 | ) | (292,884 | ) | ||||||
Depreciation, amortization and accretion expense | 11,418 | 6,120 | (5,298 | ) | |||||||
Total costs and expenses | 254,481 | (43,701 | ) | (298,182 | ) | ||||||
Operating income | 48,237 | 194,022 | (145,785 | ) | |||||||
Other income | 641 | 377 | 264 | ||||||||
Interest and debt expense, net | (324 | ) | — | (324 | ) | ||||||
Net income | $ | 48,554 | $ | 194,399 | $ | (145,845 | ) |
![]() | News Release May 8, 2019 Page 8 | ||
Three Months Ended - Year over Year | ||||||||
Adjusted EBITDA | March 30, | March 31, | ||||||
(U.S. dollars in thousands) | 2019 | 2018 | ||||||
Net income attributable to Darling | $ | 18,012 | $ | 37,305 | ||||
Depreciation and amortization | 79,164 | 78,619 | ||||||
Interest expense | 19,876 | 23,124 | ||||||
Income tax expense | 5,274 | 3,712 | ||||||
Foreign currency loss | 732 | 1,481 | ||||||
Other expense, net | 2,525 | 2,516 | ||||||
Equity in net (income) of unconsolidated subsidiaries | (23,773 | ) | (97,154 | ) | ||||
Net income attributable to noncontrolling interests | 1,628 | 770 | ||||||
Adjusted EBITDA | $ | 103,438 | $ | 110,373 | ||||
Foreign currency exchange impact (1) | 6,056 | — | ||||||
Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP) | $ | 109,494 | $ | 110,373 | ||||
DGD Joint Venture Adjusted EBITDA (Darling's share) | $ | 29,828 | $ | 100,071 | ||||
(1) The average rates assumption used in the calculation was the actual fiscal average rate for the three months ended March 30, 2019 of €1.00:USD$1.14 and CAD$1.00:USD$0.75 as compared to the average rate for the three months ended March 31, 2018 of €1.00:USD$1.23 and CAD$1.00:USD $0.80, respectively. |
![]() | News Release May 8, 2019 Page 9 | ||
![]() | News Release May 8, 2019 Page 10 | ||
For More Information, contact: | |||
Melissa A. Gaither, VP IR and Global Communications 251 O’Connor Ridge Blvd., Suite 300, Irving, Texas 75038 | Email : mgaither@darlingii.com Phone : 972-281-4478 |
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