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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)
November 7, 2023
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.)
            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 class Trading Symbol(s) Name of each exchange on which registered
Common stock $0.01 par value per share DAR New York Stock Exchange (“NYSE”)
Indicate by check mark whether the registrant 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. ☐

1


Item 2.02.    Results of Operations and Financial Condition.

On November 7, 2023, Darling Ingredients Inc. (the “Company”) issued a press release announcing financial results for the third quarter ended September 30, 2023. A copy of this press release is attached hereto as Exhibit 99.1.

The Company will hold a conference call and webcast on Wednesday, November 8, 2023 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.
99.1 
99.2 
104  Cover Page Interactive Data File (embedded within Inline XBRL document)
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: November 7, 2023 By: /s/ John F. Sterling  
    John F. Sterling  
    Executive Vice President,
General Counsel
 

3
EX-99.1 2 exh991-pressreleaseq32023.htm EX-99.1 PRESS RELEASE Document

Exhibit 99.1    
FOR IMMEDIATE RELEASE darlingingredientslogo.jpg
Nov. 7, 2023


Darling Ingredients Inc. Reports Third Quarter 2023 Results


Third Quarter 2023
•Net income of $125.0 million, or $0.77 per GAAP diluted share
•Net sales of $1.6 billion
•Combined adjusted EBITDA of $334.3 million
•Global ingredients business EBITDA of $247.8 million
•Received $62.2 million in cash dividends from Diamond Green Diesel

IRVING, TEXAS - Darling Ingredients Inc.(NYSE: DAR) today reported net income of $125.0 million, or $0.77 per diluted share for third quarter of 2023, compared to net income of $191.1 million, or $1.17 per diluted share, for third quarter of 2022. The company also reported net sales of $1.6 billion for the third quarter of 2023, compared with net sales of $1.7 billion for the same period a year ago.

“Our core business continues to perform extremely well. We had seasonally strong performance during the third quarter and were able to return gross margins to pre-acquisition levels,” said Randall C. Stuewe, Darling Ingredients Chairman and Chief Executive Officer. “The company has good momentum as we close out the year and is well positioned heading into 2024.”

For the nine months ended Sept. 30, 2023, Darling Ingredients reported net sales of $5.2 billion, compared to net sales of $4.8 billion for the same period in 2022. Net income for the first nine months of 2023 was $563.2 million, or $3.47 per diluted share, as compared to net income of $581.1 million, or $3.54 per diluted share, for the first nine months of 2022.

Diamond Green Diesel (DGD) sold 266.8 million gallons of renewable diesel for the third quarter 2023 at an average of $0.65 per gallon EBITDA. Year-to-date, DGD has sold 910.0 million gallons of renewable diesel at an average of $1.02 per gallon EBITDA. During the third quarter, Darling Ingredients received $62.2 million in cash dividends from the joint venture, and $163.6 million in cash dividends year to date.

“Extreme volatility in the global petroleum market and swift declines in RINs and LCFS prices created headwinds in our Fuel business during 3Q,” Stuewe said. “A recent decline in fat prices have shown that new renewable diesel capacity is not coming on line as soon as projected. Despite these headwinds, DGD is still performing above investment case returns.”

Combined adjusted EBITDA for the third quarter 2023 was $334.3 million, compared to $394.7 million for the same period in 2022. On a year-to-date basis, combined adjusted EBITDA totaled $1.26 billion, as compared to $1.13 billion for the same period in 2022.

As of Sept. 30, 2023, Darling Ingredients had $119.0 million in cash and cash equivalents, and $1 billion available under its committed revolving credit agreement. Total debt outstanding as of Sept. 30, 2023, was $4.4 billion. The leverage ratio as measured by the company’s bank covenant was 3.25X as of Sept. 30, 2023. Capital expenditures were $146.2 million for the third quarter 2023, and $380.6 million for the first nine months ended Sept. 30, 2023.

The company guidance for fiscal year 2023 is $1.6 to $1.7 billion combined adjusted EBITDA.













Page 1


Segment Financial Tables (in thousands, unaudited)
Feed Ingredients Food Ingredients Fuel Ingredients Corporate Total
Three Months Ended September 30, 2023
Net sales $ 1,047,796  $ 455,744  $ 121,664  $ —  $ 1,625,204 
Cost of sales and operating expenses 804,312  338,208  96,213  —  1,238,733 
Gross Margin $ 243,484  $ 117,536  $ 25,451  $ —  $ 386,471 
Gross Margin % 23.2  % 25.8  % 20.9  % —  23.8  %
Loss/(gain) on sale of assets 833  117  (21) —  929 
Selling, general and administrative expenses 80,985  31,463  5,666  19,583  137,697 
Acquisition and integration costs —  —  —  3,430  3,430 
Change in fair value of contingent consideration (5,559) —  —  —  (5,559)
Depreciation and amortization 88,954  25,418  9,026  2,596  125,994 
Equity in net income of Diamond Green Diesel —  —  54,389  —  54,389 
Segment Operating Income/(Loss) 78,271  60,538  65,169  (25,609) 178,369 
Equity in Net Income of Unconsolidated Subs 1,534  —  —  —  1,534 
Segment Income/(Loss) $ 79,805  $ 60,538  $ 65,169  $ (25,609) $ 179,903 
Segment EBITDA 161,666  85,956  19,806  (19,583) 247,845 
DGD Adjusted EBITDA (Darling's Share) —  —  86,450  —  86,450 
Combined Adjusted EBITDA $ 161,666  $ 85,956  $ 106,256  $ (19,583) $ 334,295 

Feed Ingredients Food Ingredients Fuel Ingredients Corporate Total
Three Months Ended October 1, 2022
Net sales $ 1,273,142  $ 347,902  $ 126,555  $ —  $ 1,747,599 
Cost of sales and operating expenses 1,012,899  256,557  101,781  —  1,371,237 
Gross Margin $ 260,243  $ 91,345  $ 24,774  $ —  $ 376,362 
Gross Margin % 20.4  % 26.3  % 19.6  % —  21.5  %
Gain on sale of assets (2,290) (809) (17) —  (3,116)
Selling, general and administrative expenses 63,973  23,909  1,724  15,474  105,080 
Acquisition and integration costs —  —  —  4,503  4,503 
Depreciation and amortization 80,679  14,408  7,284  2,607  104,978 
Equity in net income of Diamond Green Diesel —  —  103,414  —  103,414 
Segment Operating Income/(Loss) 117,881  53,837  119,197  (22,584) 268,331 
Equity in Net Income of Unconsolidated Subs 2,301  —  —  —  2,301 
Segment Income/(Loss) $ 120,182  $ 53,837  $ 119,197  $ (22,584) $ 270,632 
Segment EBITDA 198,560  68,245  23,067  (15,474) 274,398 
DGD Adjusted EBITDA (Darling's Share) —  —  120,333  —  120,333 
Combined Adjusted EBITDA $ 198,560  $ 68,245  $ 143,400  $ (15,474) $ 394,731 





Page 2


Segment Financial Tables (in thousands, unaudited)

Feed Ingredients Food Ingredients Fuel Ingredients Corporate Total
Nine Months Ended September 30, 2023
Net sales $ 3,426,950  $ 1,328,229  $ 418,818  $ —  $ 5,173,997 
Cost of sales and operating expenses 2,630,797  999,418  335,193  —  3,965,408 
Gross Margin $ 796,153  $ 328,811  $ 83,625  $ —  $ 1,208,589 
Gross Margin % 23.2  % 24.8  % 20.0  % —  23.4  %
Loss/(gain) on sale of assets 813  99  (51) —  861 
Selling, general and administrative expenses 233,082  98,269  16,829  61,734  409,914 
Restructuring and asset impairment charges 92  5,328  —  —  5,420 
Acquisition and integration costs —  —  —  12,158  12,158 
Change in fair value of contingent consideration (13,058) —  —  —  (13,058)
Depreciation and amortization 261,849  68,336  25,986  7,915  364,086 
Equity in net income of Diamond Green Diesel —  —  361,690  —  361,690 
Segment Operating Income/(Loss) 313,375  156,779  402,551  (81,807) 790,898 
Equity in Net Income of Unconsolidated Subs 3,503  —  —  —  3,503 
Segment Income/(Loss) $ 316,878  $ 156,779  $ 402,551  $ (81,807) $ 794,401 
Segment EBITDA 562,258  230,443  66,847  (61,734) 797,814 
DGD Adjusted EBITDA (Darling's Share) —  —  463,171  —  463,171 
Combined Adjusted EBITDA $ 562,258  $ 230,443  $ 530,018  $ (61,734) $ 1,260,985 

Feed Ingredients Food Ingredients Fuel Ingredients Corporate Total
Nine Months Ended October 1, 2022
Net sales $ 3,322,927  $ 1,071,897  $ 369,297  $ —  $ 4,764,121 
Cost of sales and operating expenses 2,522,728  807,833  292,760  —  3,623,321 
Gross Margin $ 800,199  $ 264,064  $ 76,537  $ —  $ 1,140,800 
Gross Margin % 24.1  % 24.6  % 20.7  % —  23.9  %
Gain on sale of assets (3,595) (891) (74) —  (4,560)
Selling, general and administrative expenses 185,045  73,608  9,921  46,314  314,888 
Restructuring and asset impairment charges 8,557  —  —  —  8,557 
Acquisition and integration costs —  —  —  13,634  13,634 
Depreciation and amortization 203,967  44,307  20,894  8,169  277,337 
Equity in net income of Diamond Green Diesel —  —  248,898  —  248,898 
Segment Operating Income/(Loss) 406,225  147,040  294,694  (68,117) 779,842 
Equity in Net Income of Unconsolidated Subs 5,933  —  —  —  5,933 
Segment Income/(Loss) $ 412,158  $ 147,040  $ 294,694  $ (68,117) $ 785,775 
Segment EBITDA 618,749  191,347  66,690  (46,314) 830,472 
DGD Adjusted EBITDA (Darling's Share) —  —  297,503  —  297,503 
Combined Adjusted EBITDA $ 618,749  $ 191,347  $ 364,193  $ (46,314) $ 1,127,975 

Segment EBITDA consists of segment income (loss), less equity in net income/loss 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.
Page 3


        
Darling Ingredients Inc. and Subsidiaries
Consolidated Balance Sheets
September 30, 2023 and December 31, 2022
(in thousands)

September 30, 2023 December 31, 2022
ASSETS (unaudited)
Current assets:
Cash and cash equivalents $ 118,977  $ 127,016 
Restricted cash 304  315 
Accounts receivable, net 735,582  676,573 
Inventories 822,765  673,621 
Prepaid expenses 101,559  85,665 
Income taxes refundable 25,689  18,583 
Other current assets 38,119  56,324 
Total current assets 1,842,995  1,638,097 
Property, plant and equipment, net 2,798,727  2,462,082 
Intangible assets, net 1,091,446  865,122 
Goodwill 2,447,376  1,970,377 
Investment in unconsolidated subsidiaries 2,164,182  1,926,395 
Operating lease right-of-use assets 202,947  186,141 
Other assets 238,053  136,268 
Deferred income taxes 24,611  17,888 
$ 10,810,337  $ 9,202,370 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 73,862  $ 69,846 
Accounts payable, principally trade 394,748  472,491 
Income taxes payable 18,294  44,851 
Current operating lease liabilities 52,378  49,232 
Accrued expenses 494,421  432,023 
Total current liabilities 1,033,703  1,068,443 
Long-term debt, net of current portion 4,338,126  3,314,969 
Long-term operating lease liabilities 154,858  141,703 
Other non-current liabilities 313,889  298,933 
Deferred income taxes 502,779  481,832 
Total liabilities 6,343,355  5,305,880 
Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value; 1,744  1,736 
Additional paid-in capital 1,691,636  1,660,084 
Treasury stock, at cost (628,991) (554,451)
Accumulated other comprehensive loss (332,413) (383,874)
Retained earnings 3,648,738  3,085,528 
Total Darling's stockholders' equity 4,380,714  3,809,023 
Noncontrolling interests 86,268  87,467 
Total Stockholders' Equity 4,466,982  3,896,490 
$ 10,810,337  $ 9,202,370 


Page 4





Darling Ingredients Inc. and Subsidiaries
Consolidated Operating Results
For the Three and Nine Months Ended September 30, 2023 and October 1, 2022
(in thousands, except per share data)


Three Months Ended Nine Months Ended
(unaudited) $ Change (unaudited) $ Change
September 30, October 1, Favorable September 30, October 1, Favorable
2023 2022 (Unfavorable) 2023 2022 (Unfavorable)
Net sales $ 1,625,204  $ 1,747,599  $ (122,395) $ 5,173,997  $ 4,764,121  $ 409,876 
Costs and expenses:
Cost of sales and operating expenses 1,238,733  1,371,237  132,504  3,965,408  3,623,321  (342,087)
Loss/(gain) on sale of assets 929  (3,116) (4,045) 861  (4,560) (5,421)
Selling, general and administrative expenses
137,697  105,080  (32,617) 409,914  314,888  (95,026)
Restructuring and asset impairment charges —  —  —  5,420  8,557  3,137 
     Acquisition and integration costs 3,430  4,503  1,073  12,158  13,634  1,476 
Change in fair value of contingent consideration (5,559) —  5,559  (13,058) —  13,058 
Depreciation and amortization 125,994  104,978  (21,016) 364,086  277,337  (86,749)
Total costs and expenses 1,501,224  1,582,682  81,458  4,744,789  4,233,177  (511,612)
Equity in net income of Diamond Green Diesel 54,389  103,414  (49,025) 361,690  248,898  112,792 
Operating income 178,369  268,331  (89,962) 790,898  779,842  11,056 
Other expense:
Interest expense (70,278) (39,816) (30,462) (190,770) (79,427) (111,343)
Foreign currency gain/(loss) 845  (493) 1,338  8,339  (6,005) 14,344 
Other income/(expense), net 2,247  (2,807) 5,054  13,485  (3,851) 17,336 
Total other expense (67,186) (43,116) (24,070) (168,946) (89,283) (79,663)
Equity in net income of other unconsolidated subsidiaries 1,534  2,301  (767) 3,503  5,933  (2,430)
Income before income taxes 112,717  227,516  (114,799) 625,455  696,492  (71,037)
Income tax expense/(benefit) (15,364) 35,215  50,579  52,322  108,631  56,309 
Net income 128,081  192,301  (64,220) 573,133  587,861  (14,728)
Net income attributable to noncontrolling interests
(3,055) (1,220) (1,835) (9,923) (6,731) (3,192)
Net income attributable to Darling $ 125,026  $ 191,081  $ (66,055) $ 563,210  $ 581,130  $ (17,920)
Basic income per share: $ 0.78  $ 1.19  $ (0.41) $ 3.52  $ 3.60  $ (0.08)
Diluted income per share: $ 0.77  $ 1.17  $ (0.40) $ 3.47  $ 3.54  $ (0.07)
Number of diluted common shares: 162,425  163,635  162,537  164,327 




Page 5



Darling Ingredients Inc. and Subsidiaries
Consolidated Statement of Cash Flows
For the Nine Months Ended September 30, 2023 and October 1, 2022
(in thousands)
(unaudited)
September 30, October 1,
Cash flows from operating activities: 2023 2022
Net income $ 573,133  $ 587,861 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 364,086  277,337 
Loss/(gain) on sale of assets 861  (4,560)
Asset Impairment —  8,557 
Change in fair value of contingent consideration (13,058) — 
Gain on insurance proceeds from insurance settlements (13,836) — 
Deferred taxes (18,192) 42,120 
Decrease in long-term pension liability 809  (2,753)
Stock-based compensation expense 27,046  18,884 
Deferred loan cost amortization 4,674  3,552 
Equity in net income of Diamond Green Diesel and other unconsolidated subsidiaries (365,193) (254,831)
Distribution of earnings from Diamond Green Diesel and other unconsolidated subsidiaries 168,277  95,546 
Changes in operating assets and liabilities, net of effects from acquisitions:
  Accounts receivable 25,731  (45,457)
  Income taxes refundable/payable (39,123) (2,004)
  Inventories and prepaid expenses (22,694) (140,971)
  Accounts payable and accrued expenses (39,570) 78,656 
  Other 29,337  (23,499)
Net cash provided by operating activities 682,288  638,438 
Cash flows from investing activities:
Capital expenditures (380,556) (257,120)
Acquisition, net of cash acquired (1,093,183) (1,760,139)
Investment in Diamond Green Diesel (75,000) (239,750)
Investment in other unconsolidated subsidiaries (27) — 
Loan to Diamond Green Diesel —  (25,000)
Loan repayment from Diamond Green Diesel 25,000  50,000 
Gross proceeds from sale of property, plant and equipment and other assets 4,817  9,430 
Proceeds from insurance settlement 13,836  — 
Payments related to routes and other intangibles (1,521) (179)
Net cash used in investing activities (1,506,634) (2,222,758)
Cash flows from financing activities:
Proceeds from long-term debt 812,348  1,929,870 
Payments on long-term debt (102,463) (39,511)
Borrowings from revolving credit facility 1,972,953  1,684,840 
Payments on revolving credit facility (1,707,840) (1,743,523)
Net cash overdraft financing 6,008  21,090 
Deferred loan costs (9) (16,758)
Repurchase of common stock (52,941) (103,061)
Minimum withholding taxes paid on stock awards (17,278) (46,394)
Distributions to noncontrolling interests (8,628) (3,653)
Net cash provided by financing activities 902,150  1,682,900 
Effect of exchange rate changes on cash flows 25,559  (20,295)
Net increase in cash, cash equivalents and restricted cash 103,363  78,285 
Cash, cash equivalents and restricted cash at beginning of period 150,168  69,072 
Cash, cash equivalents and restricted cash at end of period $ 253,531  $ 147,357 

Page 6



Diamond Green Diesel Joint Venture
Condensed Consolidated Balance Sheets
September 30, 2023 and December 31, 2022
(in thousands)
September 30, December 31,
2023 2022
(unaudited)
Assets:
Total current assets $ 1,641,934  $ 1,304,805 
Property, plant and equipment, net 3,831,367  3,866,854 
Other assets 94,149  61,665 
Total assets $ 5,567,450  $ 5,233,324 
Liabilities and members' equity:
Total current portion of long term debt $ 228,365  $ 217,066 
Total other current liabilities 391,027  515,023 
Total long term debt 744,451  774,783 
Total other long term liabilities 16,408  17,249 
Total members' equity 4,187,199  3,709,203 
Total liabilities and members' equity $ 5,567,450  $ 5,233,324 


Diamond Green Diesel Joint Venture
Operating Financial Results
For the Three and Nine Months Ended September 30, 2023 and September 30, 2022
(in thousands)



Three Months Ended Nine Months Ended
(unaudited) $ Change (unaudited) $ Change
September 30, September 30, Favorable September 30, September 30, Favorable
2023 2022 (Unfavorable) 2023 2022 (Unfavorable)
Revenues:
Operating revenues $ 1,430,666  $ 1,470,036  $ (39,370) $ 5,356,827  $ 3,906,614  $ 1,450,213 
Expenses:
Total costs and expenses less depreciation, amortization and accretion expense
1,257,766  1,229,371  (28,395) 4,430,485  3,311,608  (1,118,877)
Depreciation, amortization and accretion expense
55,118  31,793  (23,325) 172,040  89,602  (82,438)
Total costs and expenses 1,312,884  1,261,164  (51,720) 4,602,525  3,401,210  (1,201,315)
Operating income 117,782  208,872  (91,090) 754,302  505,404  248,898 
Other income 2,701  1,215  1,486  6,863  1,926  4,937 
Interest and debt expense, net (11,705) (3,259) (8,446) (37,785) (9,534) (28,251)
Net income $ 108,778  $ 206,828  $ (98,050) $ 723,380  $ 497,796  $ 225,584 








Page 7



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 Nine Months Ended September 30, 2023 and October 1, 2022
(in thousands)


Three Months Ended Nine Months Ended
(unaudited) (unaudited)
Adjusted EBITDA September 30, October 1, September 30, October 1,
2023 2022 2023 2022
Net income attributable to Darling $ 125,026  $ 191,081  $ 563,210  $ 581,130 
Depreciation and amortization 125,994  104,978  364,086  277,337 
Interest expense 70,278  39,816  190,770  79,427 
Income tax expense/(benefit) (15,364) 35,215  52,322  108,631 
Restructuring and asset impairment charges —  —  5,420  8,557 
Acquisition and integration costs 3,430  4,503  12,158  13,634 
Change in fair value of contingent consideration (5,559) —  (13,058) — 
Foreign currency loss/(gain) (845) 493  (8,339) 6,005 
Other expense/(income), net (2,247) 2,807  (13,485) 3,851 
Equity in net income of Diamond Green Diesel (54,389) (103,414) (361,690) (248,898)
Equity in net income of other unconsolidated subsidiaries (1,534) (2,301) (3,503) (5,933)
Net income attributable to noncontrolling interests 3,055  1,220  9,923  6,731 
Adjusted EBITDA (Non-GAAP) $ 247,845  $ 274,398  $ 797,814  $ 830,472 
Foreign currency exchange impact (8,677) (1) (2,898) (2)
Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP) $ 239,168  $ 274,398  $ 794,916  $ 830,472 
DGD Joint Venture Adjusted EBITDA (Darling's share) $ 86,450  $ 120,333  $ 463,171  $ 297,503 
Darling plus Darling's share of DGD Joint Venture Adjusted EBITDA $ 334,295  $ 394,731  $ 1,260,985  $ 1,127,975 
(1) The average rates for the three months ended September 30, 2023 were €1.00:$1.09, R$1.00:$0.21 and C$1.00:$0.75 as compared to the average rate for the three months ended October 1, 2022 of €1.00:$1.01, R$1.00:$0.19 and C$1.00:$0.77, respectively.
(2) The average rates for the nine months ended September 30, 2023 were €1.00:$1.08, R$1.00:$0.20 and C$1.00:$0.74 as compared to the average rate for the nine months ended October 1, 2022 of €1.00:$1.07, R$1.00:$0.19 and C$1.00:$0.78, respectively.



About Darling Ingredients
Darling Ingredients Inc. (NYSE: DAR) is the largest publicly traded company turning edible by-products and food waste into sustainable products and a leading producer of renewable energy. Recognized as a sustainability leader, the company operates more than 260 facilities in 17 countries and repurposes approximately 15% of the world's meat industry waste streams into value-added products, such as green energy, renewable diesel, collagen, fertilizer, animal proteins and meals, and pet food ingredients. To learn more, visit darlingii.com. Follow us on LinkedIn.

Page 8


Darling Ingredients Inc. will host a conference call to discuss the Company’s third quarter 2023 financial results at 9 a.m. Eastern Time (8 a.m. Central Time) on Wednesday, Nov. 8, 2023.


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 November 8, 2023, 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 7150600. The phone replay will be available two hours after the call concludes through November 15, 2023.



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, acquisition and integration costs, goodwill and long-lived asset impairment, 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 September 30, 2023. 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.
Page 9


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 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 contains 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,” “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; global demands for bio-fuels and grain and oilseed commodities, which have exhibited volatility, and can impact the cost of feed for cattle, hogs and poultry, thus affecting available rendering feedstock and selling prices for the Company’s products; reductions in raw material volumes available to the Company due to weak margins in the meat production industry as a result of higher feed costs, reduced consumer demand or other factors, reduced volume from food service establishments, or otherwise; reduced demand for animal feed; reduced finished product prices, including a decline in fat and used cooking oil finished product prices; changes to worldwide government policies relating to renewable fuels and greenhouse gas (“GHG”) emissions that adversely affect programs like the U.S. government's renewable fuel standard, low carbon fuel standards (“LCFS”) and tax credits for biofuels both in the United States and abroad; possible product recall resulting from developments relating to the discovery of unauthorized adulterations to food or food additives; the occurrence of 2009 H1N1 flu (initially known as “Swine Flu”), highly pathogenic strains of avian influenza (collectively known as “Bird Flu”), severe acute respiratory syndrome (“SARS”), bovine spongiform encephalopathy (or “BSE”), porcine epidemic diarrhea (“PED”) or other diseases associated with animal origin in the United States or elsewhere, such as the outbreak of 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; 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 the introduction of a global minimum tax; difficulties or a significant disruption in the Company's information systems or failure to implement new systems and software successfully; risks relating to possible third party claims of intellectual property infringement; increased contributions to the Company’s pension and benefit plans, including multiemployer and employer-sponsored defined benefit pension plans as required by legislation, regulation or other applicable U.S. or foreign law or resulting from a U.S. mass withdrawal event; bad debt write-offs; loss of or failure to obtain necessary permits and registrations; continued or escalated conflict in the Middle East, North Korea, Ukraine or elsewhere, including the Russia-Ukraine war and the Israel-Palestinian conflict; uncertainty regarding the exit of the U.K. from the European Union; and/or unfavorable export or import markets. These factors, coupled with volatile prices for natural gas and diesel fuel, 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, such as the recent turmoil in the world banking markets, and any decline in consumer confidence and discretionary spending, including the inability of consumers and companies to obtain credit due to lack of liquidity in the financial markets, among others, could cause actual results to vary materially from the forward-looking statements included in this report or negatively impact the Company's results of operations. Among other things, future profitability may be affected by the Company’s ability to grow its business, which faces competition from companies that may have substantially greater resources than the Company. The Company’s announced share repurchase program may be suspended or discontinued at any time and purchases of shares under the program are subject to market conditions and other factors, which are likely to change from time to time. For more detailed discussion of these factors 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 31, 2022. 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.
Page 10




# # #

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
EX-99.2 3 darlingingredientsq323ea.htm 10-Q darlingingredientsq323ea
Earnings Report Q 3 | N o v e m b e r 7 , 2 0 2 3 Exhibit 99.2


 
Safe Harbor Statement The presentation 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 presentation 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; global demands for bio-fuels and grain and oilseed commodities, which have exhibited volatility, and can impact the cost of feed for cattle, hogs and poultry, thus affecting available rendering feedstock and selling prices for the Company’s products; reductions in raw material volumes available to the Company due to weak margins in the meat production industry as a result of higher feed costs, reduced consumer demand or other factors, reduced volume from food service establishments, or otherwise; reduced demand for animal feed; reduced finished product prices, including a decline in fat and used cooking oil finished product prices; changes to worldwide government policies relating to renewable fuels and greenhouse gas (“GHG”) emissions that adversely affect programs like the U.S. government's renewable fuel standard, low carbon fuel standards (“LCFS”) and tax credits for biofuels both in the United States and abroad; possible product recall resulting from developments relating to the discovery of unauthorized adulterations to food or food additives; the occurrence of 2009 H1N1 flu (initially known as “Swine Flu”), highly pathogenic strains of avian influenza (collectively known as “Bird Flu”), severe acute respiratory syndrome (“SARS”), bovine spongiform encephalopathy (or “BSE”), porcine epidemic diarrhea (“PED”) or other diseases associated with animal origin in the United States or elsewhere, such as the outbreak of 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; 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 the introduction of a global minimum tax; difficulties or a significant disruption in the Company's information systems or failure to implement new systems and software successfully; risks relating to possible third party claims of intellectual property infringement; increased contributions to the Company’s pension and benefit plans, including multiemployer and employer-sponsored defined benefit pension plans as required by legislation, regulation or other applicable U.S. or foreign law or resulting from a U.S. mass withdrawal event; bad debt write-offs; loss of or failure to obtain necessary permits and registrations; continued or escalated conflict in the Middle East, North Korea, Ukraine or elsewhere, including the Russia-Ukraine war and the Israeli-Palestinian conflict; uncertainty regarding the exit of the U.K. from the European Union; and/or unfavorable export or import markets. These factors, coupled with volatile prices for natural gas and diesel fuel, 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, such as the recent turmoil in the world banking markets, and any decline in consumer confidence and discretionary spending, including the inability of consumers and companies to obtain credit due to lack of liquidity in the financial markets, among others, could cause actual results to vary materially from the forward-looking statements included in this report or negatively impact the Company's results of operations. Among other things, future profitability may be affected by the Company’s ability to grow its business, which faces competition from companies that may have substantially greater resources than the Company. The Company’s announced share repurchase program may be suspended or discontinued at any time and purchases of shares under the program are subject to market conditions and other factors, which are likely to change from time to time. For more detailed discussion of these factors and other risks and uncertainties regarding the Company, its business and the industries in which it operations, 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 31, 2022. 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.


 
Q3 2023 Business Highlights Q3 – 23 3 Financial Performance Q3 – 2023 Net Sales $1,625.2 million Net Income $125.0 million EPS Diluted $0.77 Combined Adjusted EBITDA $334.3 million Global Ingredients EBITDA $247.8 million Feed Ingredients EBITDA $161.7 million Food Ingredients EBITDA $86.0 million Fuel Ingredients EBITDA $106.3 million


 
Q3 2023 Earnings Q3 – 23 4 In millions, except per share Q3-2023 Q3-2022 % variance YTD 2023 YTD 2022 % variance Net Sales $1,625.2 $1,747.6 (7.0%) $5,174.0 $4,764.1 8.6% Gross Margin $386.5 $376.4 2.7% $1,208.6 $1,140.8 5.9% Gross Margin % 23.8% 21.5% 10.7% 23.4% 23.9% (2.1%) Net Income $125.0 $191.1 (34.6%) $563.2 $581.1 (3.1%) EPS Diluted $0.77 $1.17 (34.2%) $3.47 $3.54 (2.0%) EBITDA In millions Q3-2023 Q3-2022 % variance YTD 2023 YTD 2022 % variance Feed $161.7 $198.6 (18.5%) $562.3 $618.7 (9.1%) Food $86.0 $68.2 26.1% $230.4 $191.3 20.4% Fuel (1) $106.3 $143.4 (25.9%) $530.0 $364.2 45.5% Corporate ($19.6) ($15.5) (26.5%) ($61.7) ($46.3) (33.3%) Total combined adjusted EBITDA $334.3 $394.7 (15.3) $1,261.0 $1,128.0 11.8% 21.5% 22.0% 23.7% 22.6%* 23.8% 18% 23% 28% Q3-22 Q4-22 Q1-23 Q2-23 Q3-23 Balance Sheet In millions, except ratio data As of 9/30/2023 As of 12/31/2022 Cash (including restricted) $119.3 $127.3 Revolver availability $1,044.0 $1,313.0 Net working capital $763.9 $512.5 Total debt $4,412.0 $3,384.8 Leverage ratio (2) 3.25X 2.54X Darling Ingredients Quarterly Gross Margin % (1) Includes Fuel Segment EBITDA and Darling’s share of DGD EBITDA


 
EBITDA Q3 – 23 5 $244 $312 $274 $267 $289 $261 $248 $87 $91 $120 $146 $129 $247 $86 $0 $50 $100 $150 $200 $250 $300 $350 $400 $450 $500 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Global Ingredients DGD (In millions) $330.7 $394.7$402.6 $418.4$413.0 $508.3 $334.3 Food 24% Feed 46% Fuel 30% Food Feed Fuel (1) Q3 2023 % of Total EBITDA by SegmentCombined Adjusted EBITDA (1) Includes Fuel Segment EBITDA and Darling's share of DGD EBITDA


 
Feed Segment Key Drivers • Gross margin management reflects successful integration efforts • Fat prices were lower year over year, but sequentially improved late in Q3 • Current economics appear to be delaying broader renewable diesel capacity expansion Q3 – 23 6 US $ (in millions) Q3-2023 Q3-2022 YTD-2023 YTD-2022 Net Sales $ 1,047,796 $ 1,273,142 $ 3,426,950 $ 3,322,927 Cost of sales & operating expenses 804,312 1,012,899 2,630,797 2,522,728 Gross Margin $ 243,484 $ 260,243 $ 796,153 $ 800,199 Selling, general & administrative expenses 80,985 63,973 233,082 185,045 Loss (gain) on sale of assets 833 (2,290) 813 (3,595) Depreciation & amortization 88,954 80,679 261,849 203,967 Change in fair value of contingent consideration (5,559) - (13,058) - Restructuring and asset impairment charges - - 92 8,557 Segment Operating Income $ 78,271 $ 117,881 $ 313,375 $ 406,225 Equity in net income of other unconsolidated subsidiaries 1,534 2,301 3,503 5,933 Segment Income $ 79,805 $ 120,182 $ 316,878 $ 412,158 Segment EBITDA $ 161,666 $ 198,560 $ 562,258 $ 618,749 Raw material processed (mmts)* 3.1 3.1 9.4 8.1


 
Feed Segment Q3 – 23 7 US $ (in millions, unaudited) Fats Proteins Other Total Rendering Used Cooking Oil Bakery Other Total Net Sales Three Months Ended Oct. 1, 2022 $ 543.3 $ 413.8 $ 51.1 $ 1,008.2 $ 163.6 $ 84.8 $ 16.5 $ 1,273.1 Increase/(Decrease) in sales volumes (31.9) (13.2) - (45.1) 20.3 (8.2) - (33.0) (Decrease) in finished goods prices (97.3) (2.6) - (99.9) (80.4) (13.4) - (193.7) Increase/(Decrease) due to currency exchange rates 3.8 7.4 0.5 11.7 (0.4) - - 11.3 Other change - - (9.0) (9.0) - - (0.9) (9.9) Total change (125.4) (8.4) (8.5) (142.3) (60.5) (21.6) (0.9) (225.3) Net Sales Three Months Ended Sept. 30, 2023 $ 417.9 $ 405.4 $ 42.6 $ 865.9 $ 103.1 $ 63.2 $ 15.6 $ 1,047.8 US $ (in millions, unaudited) Fats Proteins Other Total Rendering Used Cooking Oil Bakery Other Total Net Sales Nine Months Ended Oct. 1, 2022 $ 1,410.6 $ 1,035.1 $ 172.8 $ 2,618.5 $ 411.2 $ 252.9 $ 40.3 $ 3,322.9 Increase/(Decrease) in sales volumes 121.4 164.2 - 285.6 82.5 (26.6) - 341.5 Increase/(Decrease) in finished goods prices (222.1) 78.9 - (143.2) (104.9) (20.9) - (269.0) Increase/(Decrease) due to currency exchange rates 3.6 10.3 0.7 14.6 (1.7) - - 12.9 Other change - - 9.2 9.2 - - 9.5 18.7 Total change (97.1) 253.4 9.9 166.2 (24.1) (47.5) 9.5 104.1 Net Sales Nine Months Ended Sept. 30, 2023 $ 1,313.5 $ 1,288.5 $ 182.7 $ 2,784.7 $ 387.1 $ 205.4 $ 49.8 $ 3,427.0


 
Food Segment Key Drivers • Raw material increase of 18.3% due to Gelnex acquisition • Integration efforts progressing nicely • Started up new hydrolyzed collagen capacity in Epitacio, Brazil • Progressing R&D on active peptides within hydrolyzed collagen that will target health concerns, such as glucose moderation Q3 – 23 8 US $ (in millions) Q3-2023 Q3-2022 YTD-2023 YTD-2022 Net Sales $ 455,744 $ 347,902 $ 1,328,229 $ 1,071,897 Cost of sales & operating expenses 338,208 256,557 999,418 807,833 Gross Margin $ 117,536 $ 91,345 $ 328,811 $ 264,064 Selling, general & administrative expenses 31,463 23,909 98,269 73,608 Loss (gain) on sale of assets 117 (809) 99 (891) Depreciation & amortization 25,418 14,408 68,336 44,307 Restructuring & asset impairment charges - - 5,328 - Segment Operating Income $ 60,538 $ 53,837 $ 156,779 $ 147,040 Segment EBITDA $ 85,956 $ 68,245 $ 230,443 $ 191,347 Raw material processed (mt)* 324,000 274,000 920,000 824,000


 
Food Segment Q3 – 23 9 $100 $120 $140 $160 $180 $200 $220 $240 $260 $280 $300 Food Segment Trailing 4Q adjusted EBITDA Trailing 4 Q's 85% 9% 6% Q3 2023 % of Sales Breakdown Collagen Edible fats Other products


 
Fuel Segment Key Drivers • $62.2 million in cash dividends received from Diamond Green Diesel • Lower volumes due to DGD 2 turnaround and minor fire disruption • Lower RINs driven by higher fuel prices and lower feedstock costs • Despite lower margins, DGD is still performing above investment case returns Q3 – 23 10 US $ (in millions) Q3-2023 Q3-2022 YTD-2023 YTD-2022 Net Sales $ 121,664 $ 126,555 $ 418,818 $ 369,297 Cost of sales & operating expenses 96,213 101,781 335,193 292,760 Gross Margin $ 25,451 $ 24,774 $ 83,625 $ 76,537 Selling, general & administrative expenses 5,666 1,724 16,829 9,921 Gain on sale of assets (21) (17) (51) (74) Depreciation & amortization 9,026 7,284 25,986 20,894 Equity in net income of Diamond Green Diesel 54,389 103,414 361,690 248,898 Segment Operating Income $ 65,169 $ 119,197 $ 402,551 $ 294,694 Segment EBITDA $ 19,806 $ 23,067 $ 66,847 $ 66,690 DGD adjusted EBITDA (Darling's Share) $ 86,450 $ 120,333 $ 463,171 $ 297,503 Segment EBITDA $ 106,256 $ 143,400 $ 530,018 $ 364,193 Raw material processed (mt)*` 344,000 362,000 1,040,000 1,054,000


 
Fuel Segment Q3 – 23 11 Diamond Green Diesel US $ and gallons (in millions) Q3 2023 Q3 2022 YTD-2023 YTD-2022 Pro forma Adjusted EBITDA (Darling’s share) $86.5 $120.3 $463.2 $297.5 Total gallons produced 290.2 180.3 915.2 555.3 Total gallons sold/shipped 266.8 190.6 910.0 545.5 EBITDA per gallon sold/shipped $0.65 $1.26 $1.02 $1.09 $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 $3.50 $0.00 $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 $0.70 Quarterly Avg. Prices D4 RINs (1.7 Multiple) & Yellow Grease - IL D4 RINs (x 1.7) (Right Axis) Yellow Grease - Illinois (Left Axis) $/lb


 
Appendix APPENDIX ADDITIONAL INFORMATION APPENDIX ADDITIONAL INFORMATION


 
Feed Segment – Historical US$ (in millions) Q1-2022 Q2-2022 Q3-2022 Q4-2022 Total 2022 Q1-2023 Q2-2023 Q3-2023 Net Sales $ 879.4 $ 1,170.3 $ 1,273.1 $ 1,216.1 $ 4,539.0 $ 1,237.5 $ 1,141.7 $1,047.8 Gross Margin 233.9 306.0 260.2 265.3 1,065.5 287.4 265.2 243.5 Gross Margin % 26.6% 26.1% 20.4% 21.8% 23.5% 23.2% 23.2% 23.2% Loss (Gain) on sale of assets (0.3) (1.0) (2.3) 0.2 (3.4) (0.3) 0.3 0.8 SG&A 56.2 64.9 64.0 73.7 258.8 74.7 77.4 81.0 SG&A Margin % 6.4% 5.5% 5.0% 6.1% 5.7% 6.0% 6.8% 7.7% Operating Income 123.7 164.6 117.9 100.1 506.3 122.7 112.4 78.3 Adj. EBITDA $ 178.0 $ 242.1 $ 198.6 $ 191.4 $ 810.1 $ 213.1 $ 187.5 $ 161.7 Adj. EBITDA Margin % 20.2% 20.7% 15.6% 15.7% 17.8% 17.2% 16.4% 15.4% Raw Material Processed (mmts)* 2.31 2.70 3.1 3.2 11.3 3.2 3.1 3.1 Q3 – 23 13


 
Food Segment – Historical US$ (in millions) Q1 -2022 Q2-2022 Q3-2022 Q4-2022 Total 2022 Q1-2023 Q2-2023 Q3-2023 Net Sales $ 354.8 $ 369.2 $ 347.9 $ 387.7 $ 1,459.6 $ 396.4 $ 476.1 $ 455.7 Gross Margin 84.5 88.2 91.3 93.3 357.4 106.3 105.0 117.5 Gross Margin % 23.8% 23.9% 26.3% 24.1% 24.5% 26.8% 22.1% 25.8% Loss (gain) on sale of assets (0.1) (0.1) (0.8) (0.1) (1.0) (0.0) 0.0 0.1 SG&A 26.8 22.9 23.9 28.1 101.7 33.1 33.7 31.5 SG&A Margin % 7.6% 6.2% 6.9% 7.2% 7.0% 8.4% 7.1% 6.9% Operating Income 42.2 51.0 53.8 29.5 176.6 54.3 42.0 60.5 Adj. EBITDA $ 57.7 $ 65.4 $ 68.2 $ 65.4 $ 256.7 $ 73.2 $ 71.3 $ 86.0 Adj. EBITDA Margin % 16.2% 17.7% 19.6% 16.9% 17.6% 18.5% 15.0% 18.9% Raw Material Processed (mmts)* 0.28 0.27 0.27 0.28 1.10 0.26 0.33 0.32 Q3 – 23 14


 
Fuel Segment – Historical US$ (in millions) Q1-2022 Q2-2022 Q3-2022 Q4-2022 Total 2022 Q1-2023 Q2-2023 Q3-2023 Net Sales $ 132.0 $ 110.7 $ 126.6 $ 164.3 $ 533.6 $ 157.3 $ 139.9 $ 121.7 Gross Margin 27.3 24.4 24.8 30.2 106.7 30.5 27.7 25.5 Gross Margin % 20.7% 22.1% 19.6% 18.4% 20.0% 19.4% 19.8% 20.9% Loss (gain) on sale of assets (0.0) (0.0) (0.0) 0.0 (0.1) (0.0) (0.1) (0.0) SG&A 3.9 4.3 1.7 3.8 13.7 6.2 5.0 5.7 Depreciation and amortization 6.6 6.9 7.3 8.6 29.5 8.4 8.6 9.0 Equity in net income of DGD 71.8 73.7 103.4 123.4 372.3 94.3 213.0 54.4 Operating Income 88.6 86.9 119.2 141.2 435.9 110.2 227.2 65.2 Base adjusted EBITDA 23.4 20.2 23.1 26.4 93.1 24.3 22.8 19.8 DGD adjusted EBITDA (Darling's Share) 86.6 90.6 120.3 146.0 443.5 129.3 247.4 86.5 Combined adjusted EBITDA (1) $ 110.0 $ 110.8 $ 143.4 $ 172.4 $ 536.6 $ 153.6 $ 270.2 $ 106.3 Raw Material Processed (mmts) (2) 0.34 0.35 0.36 0.37 1.42 0.35 0.35 0.34 Q3 – 23 15 (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.


 
2023 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 $68.00 $60.92 $55.80 $61.39 $53.29 $57.00 $59.29 $56.61 $66.10 $69.04 $70.28 $68.66 Yellow Grease - Illinois / cwt $58.58 $49.25 $46.13 $51.10 $44.26 $47.43 $46.26 $46.06 $49.08 $52.98 $54.85 $52.39 Used Cooking Oil (UCO) - Illinois / cwt $61.88 $51.71 $48.00 $53.61 $48.00 $48.00 $49.31 $48.45 $52.20 $55.72 $55.95 $54.72 Meat and Bone Meal - Ruminant - IL/ ton $418.00 $433.29 $453.48 $435.85 $461.97 $467.95 $462.50 $464.27 $462.50 $457.17 $445.00 $455.04 Poultry By-Product Meal - Feed Grade - Mid South/ton $397.50 $397.50 $422.93 $406.94 $472.50 $487.84 $495.00 $485.56 $492.50 $488.04 $482.50 $488.13 Poultry By-Product Meal - Pet Food - Mid South/ton $668.13 $716.45 $832.07 $743.75 $937.50 $975.00 $889.98 $934.67 $764.13 $795.65 $830.00 $796.10 2023 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 $65.03 $63.31 $58.77 $62.18 $56.05 $52.48 $59.60 $55.98 $70.77 $70.04 $65.90 $69.07 Soybean Oil (RBD) - Central Illinois / cwt $74.77 $71.93 $68.04 $71.40 $66.05 $63.02 $71.92 $66.96 $83.22 $79.82 $74.34 $79.26 Distiller's Corn Oil - IL/WI cwt $66.39 $56.58 $51.50 $57.86 $53.34 $55.64 $58.75 $55.98 $67.14 $68.26 $66.44 $67.45 2023 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 $6.61 $6.63 $6.35 $6.84 $6.36 $6.06 $6.11 $6.68 $5.44 $5.07 $4.53 $5.32 2023 European Benchmark Pricing Palm Oi l - 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 $1,007 $974 $998 $993 $1,025 $947 $902 $958 $973 $949 $966 $963 Soy meal - CIF Rotterdam / metric ton $603 $603 $579 $595 $544 $512 $493 $516 $515 $515 $509 $513 QTR. over QTR. (Sequential) Year over Year (Q2) Comparison Q2-2023 Q3-2023 % Q3-2022 Q3-2023 % Average Jacobsen Prices (USD) Avg. Avg. Change Avg. Avg. Change Bleachable Fancy Tallow - Chicago Renderer / cwt $56.61 $68.66 21.3% $80.04 $68.66 -14.2% Yellow Grease - Illinois / cwt $46.06 $52.39 13.7% $61.09 $52.39 -14.2% Used Cooking Oil (UCO) - Illinois / cwt $48.45 $54.72 12.9% $64.98 $54.72 -15.8% Meat and Bone Meal - Ruminant - Illinois / ton $464.27 $455.04 -2.0% $404.41 $455.04 12.5% Poultry By-Product Meal - Feed Grade - Mid South / ton $485.56 $488.13 0.5% $388.85 $488.13 25.5% Poultry By-Product Meal - Pet Food - Mid South / ton $934.67 $796.10 -14.8% $762.27 $796.10 4.4% Soybean Oil (crude/de-gummed) - Central Illinois / cwt $55.98 $69.07 23.4% $70.70 $69.07 -2.3% Soybean Oil (RBD) - Central Illinois / cwt $66.96 $79.26 18.4% $83.50 $79.26 -5.1% Distiller's Corn Oil - IL/WI per cwt $55.98 $67.45 20.5% $69.80 $67.45 -3.4% Average Wall Street Journal Prices (USD) Corn - Track Central IL #2 Yellow / bushel $6.68 $5.32 -20.4% $7.01 $5.32 -24.1% Average Thomson Reuters Prices (USD) Palm oil - CIF Rotterdam / metric ton $958 $963 0.5% $1,130 $963 -14.8% Soy meal - CIF Rotterdam / metric ton $516 $513 -0.6% $535 $513 -4.1% 2023 Average Jacobsen Prices (USD) 2023 Average Jacobsen Prices (USD) 2023 Average Wall Street Journal Prices (USD) 2023 Average Thomson Reuters Prices (USD) Historical Pricing Q3 – 23 16


 
Q3 – 23 17 Adjusted EBITDA September 30, October 1, September 30, October 1, 2023 2022 2023 2022 Net income attributable to Darling 125,026$ 191,081$ 563,210$ 581,130$ Depreciation and amortization 125,994 104,978 364,086 277,337 Interest expense 70,278 39,816 190,770 79,427 Income tax expense/(benefit) (15,364) 35,215 52,322 108,631 Restructuring and asset impairment charges - - 5,420 8,557 Acquisition and integration costs 3,430 4,503 12,158 13,634 Change in fair value of contingent consideration (5,559) - (13,058) - Foreign currency loss/(gain) (845) 493 (8,339) 6,005 Other expense/(income), net (2,247) 2,807 (13,485) 3,851 Equity in net income of Diamond Green Diesel (54,389) (103,414) (361,690) (248,898) Equity in net income of other unconsolidated subsidiaries (1,534) (2,301) (3,503) (5,933) Net income attributable to noncontrolling interests 3,055 1,220 9,923 6,731 Adjusted EBITDA (Non-GAAP) 247,845$ 274,398$ 797,814$ 830,472$ Foreign currency exchange impact (8,677) (1) (2,898) (2) Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP) 239,168$ 274,398$ 794,916$ 830,472$ DGD Joint Venture Adjusted EBITDA (Darling's Share) 86,450$ 120,333$ 463,171$ 297,503$ Darling plus Darling's share of DGD Joint Venture Adjusted EBITDA 334,295$ 394,731$ 1,260,985$ 1,127,975$ (1) The average rates for the three months ended September 30, 2023 were €1.00:$1.09, R$1.00:$0.21 and C$1.00:$0.75 as compared to the average rate for the three months ended October 1, 2022 of €1.00:$1.01, R$1.00:$0.19 and C$1.00:$0.77, respectively. (2) The average rates for the nine months ended September 30, 2023 were €1.00:$1.08, R$1.00:$0.20 and C$1.00:$0.74 as compared to the average rate for the nine months ended October 1, 2022 of €1.00:$1.07, R$1.00:$0.19 and C$1.00:$0.78, respectively. Nine Months Ended (unaudited) Reconciliation of Net Income to (Non-GAAP) Adjusted EBITDA and (Non-GAAP) Pro-Forma Adjusted EBITDA to Foreign Currency For the Three and Nine Months Ended September 30, 2023 and October 1, 2022 (in thousands) (unaudited) Three Months Ended


 
Non-U.S. GAAP Measures Adjusted EBITDA is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net income, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity. It is presented here not as an alternative to net income, but rather as a measure of the Company's operating performance. Since EBITDA (generally, net income plus interest expense, taxes, depreciation and amortization) is not calculated identically by all companies, the presentation in this report may not be comparable to EBITDA or Adjusted EBITDA presentations disclosed by other companies. Adjusted EBITDA is calculated above and represents for any relevant period, net income/(loss) plus depreciation and amortization, restructuring, acquisition and integration costs, goodwill and long- lived asset impairment, 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. 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 Sept. 30, 2023. 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.


 
Q 3 | N o v e m b e r 7 , 2 0 2 3 EARNINGS REPORT