0000916540false00009165402024-07-252024-07-25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
      
FORM 8-K
       
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported)
July 25, 2024
DARLING INGREDIENTS INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware001-1332336-2495346
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
            5601 N. MacArthur Blvd., Irving, Texas 75038                    
                (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (972) 717-0300                

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock $0.01 par value per shareDARNew York Stock Exchange(“NYSE”)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐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 the Exchange Act. ☐

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Item 2.02.    Results of Operations and Financial Condition.

On July 25, 2024, Darling Ingredients Inc. (the “Company”) issued a press release announcing financial results for the second quarter ended June 29, 2024. A copy of this press release is attached hereto as Exhibit 99.1.

    The Company will hold a conference call and webcast on Thursday, July 25, 2024 to discuss these financial results. The Company will have a slide presentation available to augment management's formal presentation, which will be accessible via the investor relations section of the Company's website. A copy of this slide presentation is attached hereto as Exhibit 99.2.

    The Company is making reference to non-GAAP financial measures in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

The information in this Item 2.02, including the exhibits attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.


Item 9.01.     Financial Statements and Exhibits. 

(d)           Exhibits.
2

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 hereunto duly authorized.

  
 
 DARLING INGREDIENTS INC. 
    
Date: July 25, 2024By:/s/ John F. Sterling 
  John F. Sterling 
  Executive Vice President,
General Counsel		 

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Exhibit 99.1    
FOR IMMEDIATE RELEASE darlingingredientslogoa.jpg
July 25, 2024


Darling Ingredients Inc. Reports Second Quarter 2024 Results


Second Quarter 2024
•Net income of $78.9 million, or $0.49 per GAAP diluted share
•Net sales of $1.5 billion
•Combined adjusted EBITDA of $273.6 million
•Repurchased $29.2 million of common stock
•Received $77.1 million in cash dividends from Diamond Green Diesel on July 18, 2024


IRVING, TEXAS - Darling Ingredients Inc. (NYSE: DAR) today reported net income of $78.9 million, or $0.49 per diluted share for the second quarter of 2024, compared to net income of $252.4 million, or $1.55 per diluted share, for the second quarter of 2023. The decrease in net income was primarily due to a sharp year-over-year decline in fat prices and lower earnings within Diamond Green Diesel (DGD). The company also reported net sales of $1.5 billion for the second quarter of 2024, compared with net sales of $1.8 billion for the same period a year ago, reflecting lower finished product pricing.

“Despite a deflationary commodity market and an uncertain regulatory environment during the second quarter, our specialty ingredients business showed sequential improvement as it made the necessary changes to improve margins and earnings. DGD had a good quarter, while the Port Arthur facility completed a major turnaround as we prepare to produce sustainable aviation fuel later this year.” said Randall C. Stuewe, Chairman and Chief Executive Officer. “Our focus for the balance of the year remains on paying down debt and widening margins through effective cost cutting. We remain very optimistic, as we have seen fat prices begin to improve, which should be reflected in our third and fourth quarter earnings.”

For the six months ended June 29, 2024, Darling Ingredients reported net sales of $2.9 billion, compared to net sales of $3.5 billion for the same period in 2023. Net income for the first six months of 2024 was $160.0 million, or $0.99 per diluted share, as compared to net income of $438.2 million, or $2.69 per diluted share, for the first six months of 2023.

DGD sold 311.5 million gallons of renewable diesel for the second quarter 2024 at an average of $0.49 per gallon EBITDA. On July 18, 2024, Darling Ingredients received a $77.1 million cash dividend from Diamond Green Diesel.

Combined adjusted EBITDA for the second quarter 2024 was $273.6 million, compared to $508.3 million for the same period in 2023. On a year-to-date basis, combined adjusted EBITDA totaled $553.7 million, as compared to $926.7 million for the same period in 2023.

The company repurchased approximately 807,000 shares of its common stock during the second quarter of 2024 for approximately $29.2 million. On June 21, 2024, the Board of Directors refreshed the amount of the share repurchase program back up to an aggregate amount of $500 million and extended this program until August 13, 2026.

As of June 29, 2024, Darling Ingredients had $121.6 million in cash and cash equivalents, and $814.4 million available under its committed revolving credit agreement. Total debt outstanding as of June 29, 2024, was $4.4 billion. The projected leverage ratio as measured by the company’s bank covenant was 4.24X as of June 29, 2024. Capital expenditures were $98.0 million for the second quarter 2024, and $191.7 million for the first six months ended June 29, 2024.

The company reaffirms guidance for fiscal year 2024, which remains at $1.3 – $1.4 billion combined adjusted EBITDA.





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Segment Financial Tables (in thousands, unaudited)
Feed IngredientsFood IngredientsFuel IngredientsCorporateTotal
Three Months Ended June 29, 2024
Net sales$934,147 $378,841 $142,304 $— $1,455,292 
Cost of sales and operating expenses737,871 276,760 113,790 — 1,128,421 
Gross margin196,276 102,081 28,514 — 326,871 
Loss (gain) on sale of assets205 37 (20)— 222 
Selling, general and administrative expenses74,015 28,844 8,409 18,463 129,731 
Acquisition and integration costs— — — 1,130 1,130 
Change in fair value of contingent consideration(33,122)— — — (33,122)
Depreciation and amortization86,444 27,372 8,723 2,066 124,605 
Equity in net income of Diamond Green Diesel— — 44,197 — 44,197 
Segment operating income/(loss)$68,734 $45,828 $55,599 $(21,659)$148,502 
Equity in net income of other unconsolidated subsidiaries3,017 — — — 3,017 
Segment income/(loss)$71,751 $45,828 $55,599 $(21,659)$151,519 
Segment EBITDA$122,056 $73,200 $20,125 $(18,463)$196,918 
DGD adjusted EBITDA (Darling's Share)— — 76,642 — 76,642 
Combined adjusted EBITDA$122,056 $73,200 $96,767 $(18,463)$273,560 


Feed IngredientsFood IngredientsFuel IngredientsCorporateTotal
Three Months Ended July 1, 2023
Net sales$1,141,661 $476,093 $139,867 $— $1,757,621 
Cost of sales and operating expenses876,413 371,095 112,194 — 1,359,702 
Gross margin265,248 104,998 27,673 — 397,919 
Loss (gain) on sale of assets322 2 (65)— 259 
Selling, general and administrative expenses77,406 33,684 4,971 20,690 136,751 
Restructuring and asset impairment charges— 896 — — 896 
Acquisition and integration costs— — — 1,706 1,706 
Change in fair value of contingent consideration(7,499)— — — (7,499)
Depreciation and amortization82,575 28,445 8,567 2,499 122,086 
Equity in net income of Diamond Green Diesel— — 212,964 — 212,964 
Segment operating income/(loss)$112,444 $41,971 $227,164 $(24,895)$356,684 
Equity in net income of other unconsolidated subsidiaries1,849 — — — 1,849 
Segment income/(loss)$114,293 $41,971 $227,164 $(24,895)$358,533 
Segment EBITDA$187,520 $71,312 $22,767 $(20,690)$260,909 
DGD adjusted EBITDA (Darling's Share)— — 247,398 — 247,398 
Combined adjusted EBITDA$187,520 $71,312 $270,165 $(20,690)$508,307 


Segment EBITDA consists of segment income (loss), less equity in net income from unconsolidated subsidiaries, less equity in net income of Diamond Green Diesel, plus depreciation and amortization, acquisition and integration costs, restructuring and asset impairment charges, change in fair value of contingent consideration, plus Darling’s share of DGD Adjusted EBITDA.


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Feed IngredientsFood IngredientsFuel IngredientsCorporateTotal
Six Months Ended June 29, 2024
Net sales$1,823,995 $770,123 $281,473 $— $2,875,591 
Cost of sales and operating expenses1,443,640 574,905 226,542 — 2,245,087 
Gross margin380,355 195,218 54,931 — 630,504 
Loss (gain) on sale of assets337 (257)(432)— (352)
Selling, general and administrative expenses151,153 60,588 17,154 39,979 268,874 
Acquisition and integration costs— — — 5,184 5,184 
Change in fair value of contingent consideration(58,371)— — — (58,371)
Depreciation and amortization174,013 56,240 17,390 4,471 252,114 
Equity in net income of Diamond Green Diesel— — 122,616 — 122,616 
Segment operating income/(loss)$113,223 $78,647 $143,435 $(49,634)$285,671 
Equity in net income of other unconsolidated subsidiaries5,327 — — — 5,327 
Segment income/(loss)$118,550 $78,647 $143,435 $(49,634)$290,998 
Segment EBITDA$228,865 $134,887 $38,209 $(39,979)$361,982 
DGD adjusted EBITDA (Darling's Share)— — 191,702 — 191,702 
Combined adjusted EBITDA$228,865 $134,887 $229,911 $(39,979)$553,684 


Feed IngredientsFood IngredientsFuel IngredientsCorporateTotal
Six Months Ended July 1, 2023
Net sales$2,379,155 $872,485 $297,153 $— $3,548,793 
Cost of sales and operating expenses1,826,485 661,210 238,980 — 2,726,675 
Gross margin552,670 211,275 58,173 — 822,118 
Gain on sale of assets(20)(19)(29)— (68)
Selling, general and administrative expenses152,097 66,806 11,163 42,151 272,217 
Restructuring and asset impairment charges92 5,328 — — 5,420 
Acquisition and integration costs— — — 8,728 8,728 
Change in fair value of contingent consideration(7,499)— — — (7,499)
Depreciation and amortization172,895 42,918 16,960 5,319 238,092 
Equity in net income of Diamond Green Diesel— — 307,301 — 307,301 
Segment operating income/(loss)$235,105 $96,242 $337,380 $(56,198)$612,529 
Equity in net income of other unconsolidated subsidiaries1,969 — — — 1,969 
Segment income/(loss)$237,074 $96,242 $337,380 $(56,198)$614,498 
Segment EBITDA$400,593 $144,488 $47,039 $(42,151)$549,969 
DGD adjusted EBITDA (Darling's Share)— — 376,721 — 376,721 
Combined adjusted EBITDA$400,593 $144,488 $423,760 $(42,151)$926,690 


Segment EBITDA consists of segment income (loss), less equity in net income from unconsolidated subsidiaries, less equity in net income of Diamond Green Diesel, plus depreciation and amortization, acquisition and integration costs, restructuring and asset impairment charges, change in fair value of contingent consideration, plus Darling’s share of DGD Adjusted EBITDA.
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Darling Ingredients Inc. and Subsidiaries
Consolidated Operating Results
For the Three and Six Months Ended June 29, 2024 and July 1, 2023
(in thousands, except per share data, unaudited)


Three Months EndedSix Months Ended
$ Change$ Change
June 29,July 1,FavorableJune 29,July 1,Favorable
20242023(Unfavorable)20242023(Unfavorable)
Net sales$1,455,292 $1,757,621 $(302,329)$2,875,591 $3,548,793 $(673,202)
Costs and expenses:
Cost of sales and operating expenses1,128,421 1,359,702 231,281 2,245,087 2,726,675 481,588 
(Gain)/loss on sale of assets222 259 37 (352)(68)284 
Selling, general and administrative expenses
129,731 136,751 7,020 268,874 272,217 3,343 
Restructuring and asset impairment charges— 896 896 — 5,420 5,420 
     Acquisition and integration costs1,130 1,706 576 5,184 8,728 3,544 
Change in fair value of contingent consideration(33,122)(7,499)25,623 (58,371)(7,499)50,872 
Depreciation and amortization124,605 122,086 (2,519)252,114 238,092 (14,022)
Total costs and expenses1,350,987 1,613,901 262,914 2,712,536 3,243,565 531,029 
Equity in net income of Diamond Green Diesel44,197 212,964 (168,767)122,616 307,301 (184,685)
Operating income148,502 356,684 (208,182)285,671 612,529 (326,858)
Other expense:
Interest expense(69,225)(70,193)968 (132,101)(120,492)(11,609)
Foreign currency gain413 2,490 (2,077)649 7,494 (6,845)
Other income/(expense), net(568)5,079 (5,647)8,088 11,238 (3,150)
Total other expense(69,380)(62,624)(6,756)(123,364)(101,760)(21,604)
Equity in net income of other unconsolidated subsidiaries3,017 1,849 1,168 5,327 1,969 3,358 
Income from operations before income taxes82,139 295,909 (213,770)167,634 512,738 (345,104)
Income tax expense774 40,712 39,938 4,681 67,686 63,005 
Net income81,365 255,197 (173,832)162,953 445,052 (282,099)
Net income attributable to noncontrolling interests
(2,499)(2,814)315 (2,930)(6,868)3,938 
Net income attributable to Darling$78,866 $252,383 $(173,517)$160,023 $438,184 $(278,161)
Basic income per share:$0.49 $1.58 $(1.09)$1.00 $2.74 $(1.74)
Diluted income per share:$0.49 $1.55 $(1.06)$0.99 $2.69 $(1.70)
Number of diluted common shares:161,705 162,370 161,805 162,593 




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Darling Ingredients Inc. and Subsidiaries
Balance Sheet Disclosures
As of June 29, 2024 and December 30, 2023
(in thousands)
(unaudited)
June 29,December 30,
20242023
Cash and cash equivalents$121,587 $126,502 
Property, plant and equipment, net$2,840,682 $2,935,185 
Current portion of long-term debt$92,258 $60,703 
Long-term debt, net of current portion$4,317,129 $4,366,370 
Other Financial Data
As of June 29, 2024
(unaudited)
June 29,
2024
Revolver availability$814,426 
Capital expenditures - YTD$191,728 
Projected Leverage Ratio4.24x
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Diamond Green Diesel Joint Venture
Operating Financial Results
For the Three and Six Months Ended June 30, 2024 and June 30, 2023
(in thousands, unaudited)



Three Months EndedSix Months Ended
$ Change$ Change
June 30,June 30,FavorableJune 30,June 30,Favorable
20242023(Unfavorable)20242023(Unfavorable)
Revenues:
Operating revenues$1,184,076 $2,246,111 $(1,062,035)$2,595,191 $3,926,161 $(1,330,970)
Expenses:
Total costs and expenses less lower of cost or market inventory valuation adjustment and depreciation, amortization and accretion expense1,014,927 1,751,315 736,388 2,174,283 3,172,719 998,436 
Lower of cost or market (LCM) inventory valuation adjustment15,866 — (15,866)37,504 — (37,504)
Depreciation, amortization and accretion expense
61,910 58,315 (3,595)127,200 116,922 (10,278)
Total costs and expenses1,092,703 1,809,630 716,927 2,338,987 3,289,641 950,654 
Operating income91,373 436,481 (345,108)256,204 636,520 (380,316)
Other income6,058 2,121 3,937 9,278 4,162 5,116 
Interest and debt expense, net(9,037)(12,674)3,637 (20,279)(26,080)5,801 
Income before income tax expense88,394 425,928 (337,534)245,203 614,602 (369,399)
Income tax benefit— — — (29)— 29 
Net income$88,394 $425,928 $(337,534)$245,232 $614,602 $(369,370)



























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Diamond Green Diesel Joint Venture
Consolidated Balance Sheets
June 30, 2024 and December 31, 2023
(in thousands)


June 30,December 31,
20242023
(unaudited)
Assets:
Total current assets$1,849,534 $1,877,430 
Property, plant and equipment, net3,888,370 3,838,800 
Other assets122,629 89,697 
Total assets$5,860,533 $5,805,927 
Liabilities and members' equity:
Total current portion of long term debt$29,251 $278,639 
Total other current liabilities404,090 417,918 
Total long term debt722,346 737,097 
Total other long term liabilities17,189 16,996 
Total members' equity4,687,657 4,355,277 
Total liabilities and members' equity$5,860,533 $5,805,927 






































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Darling Ingredients Inc. reports Adjusted EBITDA results, which is a Non-GAAP financial measure, as a compliment to results provided in accordance with generally accepted accounting principles (GAAP) (for additional information, see “Use of Non-GAAP Financial Measures” included later in this media release). The Company believes that Adjusted EBITDA provides additional useful information to investors. Adjusted EBITDA, as the Company uses the term, is calculated below:


Reconciliation of Net Income to (Non-GAAP) Adjusted EBITDA and (Non-GAAP) Pro forma
Adjusted EBITDA to Foreign Currency
For the Three and Six Months Ended June 29, 2024 and July 1, 2023
(in thousands, unaudited)


Three Months EndedSix Months Ended
Adjusted EBITDAJune 29,July 1,June 29,July 1,
(U.S. dollars in thousands)2024202320242023
Net income attributable to Darling$78,866 $252,383 $160,023 $438,184 
Depreciation and amortization124,605 122,086 252,114 238,092 
Interest expense69,225 70,193 132,101 120,492 
Income tax expense774 40,712 4,681 67,686 
Restructuring and asset impairment charges— 896 — 5,420 
Acquisition and integration costs1,130 1,706 5,184 8,728 
Change in fair value of contingent consideration(33,122)(7,499)(58,371)(7,499)
Foreign currency gain(413)(2,490)(649)(7,494)
Other (income)/expense, net568 (5,079)(8,088)(11,238)
Equity in net income of Diamond Green Diesel(44,197)(212,964)(122,616)(307,301)
Equity in net income of other unconsolidated subsidiaries(3,017)(1,849)(5,327)(1,969)
Net income attributable to noncontrolling interests2,499 2,814 2,930 6,868 
Adjusted EBITDA (Non-GAAP)$196,918 $260,909 $361,982 $549,969 
Foreign currency exchange impact1,765 (1)— 525 (2)— 
Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP)$198,683 $260,909 $362,507 $549,969 
DGD Joint Venture Adjusted EBITDA (Darling's share)$76,642 $247,398 $191,702 $376,721 
Darling plus Darling's share of DGD Joint Venture Adjusted EBITDA$273,560 $508,307 $553,684 $926,690 
(1) The average rates for the three months ended June 29, 2024 were €1.00:$1.08, R$1.00:$0.19 and C$1.00:$0.73 as compared to the average rate for the three months ended July 1, 2023 of €1.00:$1.09, R$1.00:$0.20 and C$1.00:$0.74, respectively.

(2) The average rates for the six months ended June 29, 2024 were €1.00:$1.08, R$1.00:$0.20 and C$1.00:$0.74 as compared to the average rate for the six months ended July 1, 2023 of €1.00:$1.08, R$1.00:$0.20 and C$1.00:$0.74, respectively.

About Darling Ingredients
A pioneer in circularity, Darling Ingredients Inc. (NYSE: DAR) takes material from the animal agriculture and food industries, and transforms them into valuable ingredients that nourish people, feed animals and crops, and fuel the world with renewable energy. The company operates over 260 facilities in more than 15 countries and processes about 15% of the world’s animal agricultural by-products, produces about 30% of the world’s collagen (both gelatin and hydrolyzed collagen), and is one of the largest producers of renewable energy. To learn more, visit darlingii.com. Follow us on LinkedIn.

Darling Ingredients will host a conference call on Thursday, July 25, 2024, at 9 a.m. Eastern Time (8 a.m. Central Time) to discuss second quarter 2024 financial results, which will be released earlier that day, and provide an update on company operations. A presentation with accompanying supplemental financial data will also be available at darlingii.com/investors.

To access the call as a listener, please register for the audio-only webcast.
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To join the call as a participant to ask a question, please register in advance to receive a confirmation email with the dial-in number and PIN for immediate access on July 25, 2024, or call 844-868-8847 (United States) or 412-317-6593 (International) and ask for "The Darling Ingredients Call” that day.

A replay of the call will be available online via the webcast registration link and via phone at 877-344-7529 (United States), 855-669-9658 (Canada) or 412-317-0088 (International) using reference passcode 2144325. The phone replay will be available two hours after the call concludes through August 1, 2024.

Use of Non-GAAP Financial 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 above and represents for any relevant period, net income/(loss) plus depreciation and amortization, restructuring and asset impairment charges, acquisition and integration costs, change in fair value of contingent consideration, interest expense, 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.

Pro forma Adjusted EBITDA to Foreign Currency is not a recognized accounting measurement under GAAP. The Company evaluates the impact of foreign currency on its adjusted EBITDA. DGD Joint Venture Adjusted EBITDA (Darling's share) is not reflected in the Adjusted EBITDA or the Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP).

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, 6% Notes, 5.25% Notes and 3.625% Notes that were outstanding at June 29, 2024. 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, 6% Notes, 5.25% Notes and 3.625% Notes, as those definitions permit further adjustments to reflect certain other nonrecurring 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.

DGD Joint Venture Adjusted EBITDA (Darling’s share) is not a recognized accounting measure under GAAP; it should not be considered as an alternative to net income or equity in net income of Diamond Green Diesel, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity and is not intended to be a presentation in accordance with GAAP. The Company calculates DGD Joint Venture Adjusted EBITDA (Darling’s share) by taking DGD’s operating income plus DGD’s depreciation, amortization and accretion expense and then multiplying by 50% to get Darling’s share of DGD’s EBITDA.

Information reconciling forward-looking combined adjusted EBITDA to net income is unavailable to the Company without unreasonable effort. The Company is not able to provide reconciliations of combined adjusted EBITDA to net income because certain items required for such reconciliations are outside of the Company’s control and/or cannot be reasonably predicted, such as the impact of volatile commodity prices on the Company’s operations, impact of foreign currency exchange fluctuations, depreciation and amortization and the provision for income taxes. Preparation of such reconciliations for Darling Ingredients Inc. and the Company’s joint venture, Diamond Green Diesel, would require a forward-looking balance sheet, statement of operations and statement of cash flows, prepared in accordance with GAAP for each entity, and such forward-looking financial statements are unavailable to the Company without unreasonable effort. The Company provides guidance for its combined adjusted EBITDA outlook that it believes will be achieved; however, it cannot accurately predict all the components of the combined adjusted EBITDA calculation.

EBITDA per gallon is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net income or equity in income of Diamond Green Diesel, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity and is not intended to be a presentation in accordance with GAAP. EBITDA per gallon is presented here not as an alternative to net income or equity in income of Diamond Green Diesel, but rather as a measure of Diamond Green Diesel's operating performance. Since EBITDA per gallon (generally, net income plus interest expense, taxes, depreciation and amortization divided by total gallons sold) is not calculated identically by all companies, this presentation may not be comparable to EBITDA per gallon presentations disclosed by other companies. Management believes that EBITDA per gallon is useful in evaluating Diamond Green Diesel's operating performance compared to that of other companies in its industry because the calculation of EBITDA per gallon generally eliminates the effects of financing, income taxes and certain non-cash
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and other items presented on a per gallon basis that may vary for different companies for reasons unrelated to overall operating performance.

Cautionary Statements Regarding Forward-Looking Information:

This media release 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,” “guidance,” “outlook,” “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 release are forward-looking statements. 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.

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; reduced demands or prices for biofuels, biogases or renewable electricity; global demands for 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, reduced volume due to government regulations affecting animal production 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, used cooking oil, protein or collagen (including, without limitation, collagen peptides and gelatin) finished product prices; changes to government policies around the world relating to renewable fuels and greenhouse gas (“GHG”) emissions that adversely affect prices, margins or markets (including for the DGD Joint Venture), including programs like the U.S. government's renewable fuel standard, low carbon fuel standards (“LCFS”), renewable fuel mandates and tax credits for biofuels both in the U.S. and abroad, or loss or diminishment of tax credits due to failure to satisfy any eligibility requirements, including, without limitation, in relation to the blender tax credit or the Clean Fuels Production Credit (“CFPC”); climate related adverse results, including with respect to the Company’s climate goals, targets or commitments; possible product recall resulting from developments relating to the discovery of unauthorized adulterations to food or food additives or products which do not meet specifications, contract requirements or regulatory standards; 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 U.S. or elsewhere, such as the outbreak of African Swine Fever in China and elsewhere; the occurrence of pandemics, epidemics or disease outbreaks, such as the 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, a decline in margins on the products produced by the DGD Joint Venture and issues relating to the announced SAF upgrade project (including, without limitation, operational, mechanical, product quality, market based or other such issues); risks and uncertainties relating to international sales and operations, including imposition of tariffs, quotas, trade barriers and other trade protections imposed by foreign countries; tax changes, such as global minimum tax measures, or issues related to guidance and/or regulations associated with biofuel policies, including CFPC; difficulties or a significant disruption (including, without limitation, due to cyber-attack) in the Company’s information systems, networks or the confidentiality, availability or integrity of our data 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, including the Russia-Ukraine war and the Israeli-Palestinian conflict and other associated or emerging conflicts in the Middle East; uncertainty regarding the exit of the U.K. from the European Union; uncertainty regarding any administration changes in the U.S. or elsewhere around the world, including, without limitation, impacts to trade, tariffs and/or policies impacting the Company (such as biofuel policies and mandates); and/or unfavorable export or import markets. These factors, coupled with volatile prices for natural gas and diesel fuel, inflation rates, 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
Page 10

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 and other risks and uncertainties regarding the Company, its business and the industries in which it operates, see the Company’s filings with the SEC, including 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 30, 2023. 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.

# # #

Darling Ingredients Contacts
Investors:    Suann Guthrie
Senior VP, Investor Relations, Sustainability & Communications
(469) 214-8202; suann.guthrie@darlingii.com

Media:        Jillian Fleming
Director, Global Communications
(972) 541-7115; jillian.fleming@darlingii.com
Page 11
Exhibit 99.2

 

 

 
(2) Per Bank Covenant • Calculated by Financial Statements, leverage ratio would be 3.39X

 
$330.6 $402.6 $394.7 $413.0$418.4 $508.3 $334.0 $350.9 $280.1 $273.6 0 100 200 300 400 500 600 Q122 Q222 Q323 Q422 Q123 Q223 Q323 Q423 Q124 Q224 Global Ingredients DGD Feed Food Fuel

 
• • • •

 
• • • •

 

 
• • • – –

 

 
• • • – •

 

 

 

 
Fats Proteins Other Total Rendering Used Cooking Oils Bakery Other Total Net sales three months ended July 1, 2023 $ 404.0 $ 434.0 $ 73.4 $ 911.4 $ 146.3 $ 67.3 $ 16.6 $ 1,141.6 Decrease in sales volumes (14.6) 7.1 — (7.5) (20.3) (4.9) — (32.7) Decrease in finished product prices (73.4) (56.6) — (130.0) (29.6) (13.9) — (173.5) Decrease due to currency exchange rates (1.3) (1.9) (0.4) (3.6) (0.2) — — (3.8) Other change — — 6.5 6.5 — — (3.9) 2.6 Total change (89.3) (51.4) 6.1 (134.6) (50.1) (18.8) (3.9) (207.4) Net sales three months ended June 29, 2024 $ 314.7 $ 382.6 $ 79.5 $ 776.8 $ 96.2 $ 48.5 $ 12.7 934.2 Rendering Sales

 

 
(1) Includes Fuel Segment base EBITDA and Darling's share of DGD EBITDA. (2) Excludes feed stock (raw material) processed at the DGD joint venture.

 
2024 Finished Product Pricing Feed Segment Ingredients January February March Q1 Avg. April May June Q2 Avg. July August Sept. Q3 Avg. Oct. Nov. Dec. Q4 Avg. Year Avg. Bleachable Fancy Tallow - Chicago Renderer / cwt $43.43 $42.04 $44.26 $43.25 $45.00 $45.00 $49.11 $46.29 Yellow Grease - Illinois / cwt $31.60 $31.50 $32.05 $31.71 $34.27 $35.36 $38.00 $35.85 Used Cooking Oil (UCO) - Illinois / cwt $34.14 $32.25 $32.25 $32.90 $34.22 $36.00 $37.76 $35.96 Meat and Bone Meal - Ruminant - IL/ ton $310.00 $279.13 $288.75 $292.91 $294.89 $287.50 $289.08 $290.51 Poultry By-Product Meal - Feed Grade - Mid South/ton $412.50 $432.75 $376.00 $407.17 $365.91 $375.00 $375.00 $371.25 Poultry By-Product Meal - Pet Food - Mid South/ton $611.31 $775.75 $830.75 $737.17 $834.09 $782.95 $730.26 $785.69 2024 Vegetable Oils Pricing Competing Ingredient for Feed Segment fats & biofuel feedstock January February March Q1 Avg. April May June Q2 Avg. July August Sept. Q3 Avg. Oct. Nov. Dec. Q4 Avg. Year Avg. Soybean Oil (crude/de-gummed) - Central Illinois / cwt $48.42 $44.08 $44.86 $45.83 $43.15 $41.84 $42.10 $42.31 Soybean Oil (RBD) - Central Illinois / cwt $56.16 $53.22 $53.31 $54.26 $50.80 $50.79 $49.85 $50.44 Distiller's Corn Oil - IL/WI cwt $45.64 $43.63 $42.71 $44.02 $41.30 $40.95 $44.61 $42.14 2024 Cash Corn Pricing Competing Ingredient for Bakery Feeds and Fats January February March Q1 Avg. April May June Q2 Avg. July August Sept. Q3 Avg. Oct. Nov. Dec. Q4 Avg. Year Avg. Corn - Track Central IL #2 Yellow / bushel $4.23 $4.00 $4.05 $4.42 $4.11 $4.32 $4.11 $4.48 2024 European Benchmark Pricing Palm Oil - Competing ingredient for edible fats in Food Segment Soy meal - Competing ingredient for protein meals in Feed Segment January February March Q1 Avg. April May June Q2 Avg. July August Sept. Q3 Avg. Oct. Nov. Dec. Q4 Avg. Year Avg. Palm oil - CIF Rotterdam / metric ton $951 $978 $1,068 $999 $1,069 $1,012 $1,039 $1,040 Soy meal - CIF Rotterdam / metric ton $501 $450 $442 $464 $425 $471 $458 $451 QTR. over QTR. (Sequential) Year over Year (Q2) Comparison Q1-2024 Q2-2024 % Q2-2023 Q2-2024 % Average Jacobsen Prices (USD) Avg. Avg. Change Avg. Avg. Change Bleachable Fancy Tallow - Chicago Renderer / cwt $43.25 $46.29 7.0% $56.61 $46.29 -18.2% Yellow Grease - Illinois / cwt $31.71 $35.85 13.1% $46.06 $35.85 -22.2% Used Cooking Oil (UCO) - Illinois / cwt $32.90 $35.96 9.3% $48.45 $35.96 -25.8% Meat and Bone Meal - Ruminant - Illinois / ton $292.91 $290.51 -0.8% $464.27 $290.51 -37.4% Poultry By-Product Meal - Feed Grade - Mid South / ton $407.17 $371.25 -8.8% $485.56 $371.25 -23.5% Poultry By-Product Meal - Pet Food - Mid South / ton $737.17 $785.69 6.6% $934.67 $785.69 -15.9% Soybean Oil (crude/de-gummed) - Central Illinois / cwt $45.83 $42.31 -7.7% $55.98 $42.31 -24.4% Soybean Oil (RBD) - Central Illinois / cwt $54.26 $50.44 -7.0% $66.96 $50.44 -24.7% Distiller's Corn Oil - IL/WI per cwt $44.02 $42.14 -4.3% $55.98 $42.14 -24.7% Average Wall Street Journal Prices (USD) Corn - Track Central IL #2 Yellow / bushel $4.42 $4.48 1.4% $6.68 $4.48 -32.9% Average Thomson Reuters Prices (USD) Palm oil - CIF Rotterdam / metric ton $999 $1,040 4.1% $958 $1,040 8.6% Soy meal - CIF Rotterdam / metric ton $464 $451 -2.8% $516 $451 -12.6% 2024 Average Jacobsen Prices (USD) 2024 Average Jacobsen Prices (USD) 2024 Average Wall Street Journal Prices (USD) 2024 Average Thomson Reuters Prices (USD) 18

 
Adjusted EBITDA (U.S. dollars in thousands) Net income attributable to Darling $ 78,866 $ 252,383 $ 160,023 $ 438,184 Depreciation and amortization 124,605 122,086 252,114 238,092 Interest expense 69,225 70,193 132,101 120,492 Income tax expense 774 40,712 4,681 67,686 Restructuring and asset impairment charges — 896 — 5,420 Acquisition and integration costs 1,130 1,706 5,184 8,728 Change in fair value of contingent consideration (33,122) (7,499) (58,371) (7,499) Foreign currency gain (413) (2,490) (649) (7,494) Other (income)/expense, net 568 (5,079) (8,088) (11,238) Equity in net income of Diamond Green Diesel (44,197) (212,964) (122,616) (307,301) Equity in net income of other unconsolidated subsidiaries (3,017) (1,849) (5,327) (1,969) Net income attributable to noncontrolling interests 2,499 2,814 2,930 6,868 Adjusted EBITDA (Non-GAAP) $ 196,918 $ 260,909 $ 361,982 $ 549,969 Foreign currency exchange impact 1,765 (1) — 525 (2) — Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP) $ 198,683 $ 260,909 $ 362,507 $ 549,969 DGD Joint Venture Adjusted EBITDA (Darling's share) $ 76,642 $ 247,398 $ 191,702 $ 376,721 Darling plus Darling's share of DGD Joint Venture Adjusted EBITDA $ 273,560 $ 508,307 $ 553,684 $ 926,690 June 29, 2024 July 1, 2023 June 29, 2024 Three Months Ended July 1, 2023 Six Months Ended

 

 

 
v3.24.2
Cover Page
Jul. 25, 2024
Cover [Abstract]  
Entity Emerging Growth Company false
Title of 12(b) Security Common stock $0.01 par value per share
Entity Central Index Key 0000916540
Pre-commencement Issuer Tender Offer false
Pre-commencement Tender Offer false
Soliciting Material false
Written Communications false
Entity Incorporation, State or Country Code DE
Entity Registrant Name DARLING INGREDIENTS INC.
Document Period End Date Jul. 25, 2024
Document Type 8-K
Entity File Number 001-13323
Entity Tax Identification Number 36-2495346
Amendment Flag false
Trading Symbol DAR
Security Exchange Name NYSE
Entity Address, Address Line One 5601 N. MacArthur Blvd.
Entity Address, City or Town Irving
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75038
City Area Code 972
Local Phone Number 717-0300
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