UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 4, 1998
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 0-24620
DARLING INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-2495346
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
251 O'CONNOR RIDGE BLVD., SUITE 300, IRVING, TEXAS 75038
(Address of principal executive offices)
(972) 717-0300
(Registrant's telephone number)
Not applicable
(Former name, address and fiscal year, if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months or for such shorter period that the Registrant was
required to file such report(s)), and (2) has been subject to such filing
requirements for the past 90 days.
YES /X/ NO / /
The number of shares outstanding of the Registrant's common stock, $0.01 par
value, as of 15,580,152, was May 15, 1998.
DARLING INTERNATIONAL INC. AND SUBSIDIARIES
FORM 10-Q FOR THE THREE MONTHS ENDED APRIL 4, 1998
TABLE OF CONTENTS
Page No.
PART I: Financial Information
Item 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets. . . . . . . . . . . . . 3
April 4, 1998 (unaudited) and January 3, 1998
Consolidated Statements of Operations (unaudited). . . . . . 4
Three Months Ended April 4, 1998 and March 29, 1997
Consolidated Statements of Cash Flows (unaudited). . . . . . 5
Three Months Ended April 4, 1998 and March 29, 1997
Notes to Consolidated Financial Statements (unaudited). . . . 6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. . . . . . . 9
PART II: Other Information
Item 1. LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . 13
Item 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS. . . . . . . . . . . . . . . . 13
Item 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . 13
Signatures. . . . . . . . . . . . . . . . . . . 14
Index to Exhibits. . . . . . . . . . . . . . . . . 15
DARLING INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
April 4, 1998 and January 3, 1998
(in thousands, except shares and per share data)
April 4, January 3,
1998 1998
---------- ---------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 3,494 $ 2,955
Accounts receivable 23,913 32,459
Inventories 12,828 13,897
Prepaid expenses 2,418 3,459
Deferred income tax assets 4,252 4,006
Other 682 383
-------- --------
Total current assets 47,587 57,159
Property, plant and equipment, less accumulated
depreciation of $88,659 at April 4, 1998 and
$81,552 at January 3, 1998 169,160 170,636
Collection routes and contracts, less accumulated
amortization of $10,312 at April 4, 1998 and
$8,700 at January 3, 1998 59,776 58,715
Goodwill, less accumulated amortization of $1,191
at April 4, 1998 and $949 at January 3, 1998 20,747 20,902
Other assets 5,256 5,565
-------- --------
$ 302,526 $ 312,977
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 5,113 $ 5,113
Accounts payable, principally trade 17,872 22,426
Accrued expenses 24,549 25,385
Accrued interest 933 911
-------- --------
Total current liabilities 48,467 53,835
Long-term debt, less current portion 138,208 142,181
Other non-current liabilities 22,304 21,391
Deferred income taxes 25,145 25,814
--------- --------
Total liabilities 234,124 243,221
-------- --------
Stockholders' equity
Common stock, $.01 par value;
25,000,000 shares authorized; 15,580,152 and
15,563,037 shares issued and outstanding at
April 4, 1998 and at January 3, 1998, respectively 156 156
Preferred stock, $0.01 par value; 1,000,000 shares
authorized, none issued - -
Additional paid-in capital 34,830 34,780
Retained earnings 33,416 34,820
Accumulated other comprehensive income - -
-------- --------
Total stockholders' equity 68,402 69,756
-------- --------
Contingencies (note 3)
$ 302,526 $ 312,977
======== ========
The accompanying notes are an integral part of these
consolidated financial statements.
DARLING INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended April 4, 1998 and March 29, 1997
(in thousands, except per share data)
Three Months Ended
------------------
April 4, March 29,
1998 1997
------------ ------------
(unaudited)
Net sales $ 108,084 $ 125,809
Costs and expenses:
Cost of sales and operating expenses 87,432 102,365
Selling, general and administrative expenses 10,774 11,196
Depreciation and amortization 9,089 7,975
-------- --------
Total costs and expenses 107,295 121,536
-------- --------
Operating income 789 4,273
-------- --------
Other income (expense):
Interest expense (3,108) (3,656)
Other, net 77 104
-------- -------
Total other income (expense) (3,031) (3,552)
-------- -------
Income (loss) before income taxes (2,242) 721
Income tax expense (benefit) (838) 335
------- -------
Net earnings (loss) $ (1,404) $ 386
======= =======
Basic earnings (loss) per common share $ (0.09) $ 0.02
======= =======
Diluted earnings (loss) per common share $ (0.09) $ 0.02
======= =======
The accompanying notes are an integral part of these
consolidated financial statements.
DARLING INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended April 4, 1998 and March 29, 1997
(in thousands)
Three Months Ended
April 4, March 29,
1998 1997
--------- ---------
(unaudited)
Cash flows from operating activities:
Net earnings (loss) $ (1,404) $ 386
Adjustments to reconcile net earnings (loss) to
net cash provided by operating activities:
Depreciation and amortization 9,089 7,975
Deferred income tax (915) (194)
Loss on sales of assets 27 5
Changes in operating assets and liabilities:
Accounts receivable 8,546 8,174
Inventories and prepaid expenses 2,110 (4,711)
Accounts payable and accrued expenses (5,389) (7,748)
Accrued interest 22 (2,335)
Other (394) (208)
-------- -------
Net cash provided by operating activities 11,692 1,344
-------- -------
Cash flows from investing activities:
Recurring capital expenditures (5,913) (4,253)
Capital expenditures related to acquisitions - (1,825)
Gross proceeds from sale of property, plant
and equipment and other assets 87 73
Payments related to routes and other intangibles (407) (2,352)
-------- -------
Net cash used in investing activities (6,233) (8,357)
-------- -------
Cash flows from financing activities:
Proceeds from long-term debt 23,499 27,724
Payments on long-term debt (27,472) (30,773)
Contract payments (997) 316
Issuance of common stock 50 175
------- -------
Net cash used in financing activities (4,920) (2,558)
-------- -------
Net increase (decrease) in cash and cash equivalents 539 (9,571)
Cash and cash equivalents at beginning of period 2,955 12,956
------- -------
Cash and cash equivalents at end of period $ 3,494 $ 3,385
======= =======
The accompanying notes are an integral part of these
consolidated financial statements.
DARLING INTERNATIONAL INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
April 4, 1998
(unaudited)
(1) General
The accompanying consolidated financial statements for the three month
periods ended April 4, 1998 and March 29, 1997 have been prepared by
Darling International Inc. (Company) without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission (SEC). The
information furnished herein reflects all adjustments (consisting only of
normal recurring accruals) which are, in the opinion of management,
necessary to present a fair statement of the financial position and
operating results of the Company as of and for the respective periods.
However, these operating results are not necessarily indicative of the
results expected for full fiscal year. Certain information and footnote
disclosures normally included in annual financial statements prepared in
accordance with generally accepted accounting principles have been
omitted pursuant to such rules and regulations. However, management of
the Company believes that the disclosures herein are adequate to make the
information presented not misleading. The accompanying consolidated
financial statements should be read in conjunction with the audited
consolidated financial statements contained in the Company's Form 10-K
for the fiscal year ended January 3, 1998.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The consolidated financial statements include the accounts of the
Company and its subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation.
(b) Fiscal Periods
The Company has a 52/53 week fiscal year ending on the Saturday
nearest December 31. Fiscal periods for the consolidated financial
statements included herein are as of January 3, 1998, and include
the 13 weeks ended April 4, 1998 and the 13 weeks ended March 29,
1997.
(c) Earnings Per Common Share
In February, 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No.128,
"Earnings Per Share" ("SFAS No. 128"). SFAS No. 128 revised the
previous calculation methods and presentations of earnings per
share and requires that all prior-period earnings (loss) per
share data be restated. The Company adopted SFAS No. 128 in the
fourth quarter of 1997 as required by this Statement.
Basic earnings per common share are computed by dividing net
earnings attributable to outstanding common stock by the weighted
average number of common stock shares outstanding during the year.
Diluted earnings per common share are computed by dividing net
earnings attributable to outstanding common stock by the weighted
average number of common shares outstanding during the year
increased by dilutive common equivalent shares (stock options)
determined using the treasury stock method, based on the average
market price exceeding the exercise price of the stock options.
All prior-period earnings per share amounts have been restated in
accordance with SFAS No. 128.
The weighted average common shares used for basic earnings per
common share was 15,567,000 and 15,477,000 for 1998 and 1997
respectively. The effect of dilutive stock options added 1,068,000
shares for 1997 for the computation of diluted earnings per common
share.
(3) Contingencies
(a) ENVIRONMENTAL
Chula Vista
The Company is the owner of an undeveloped property located in
Chula Vista, California (the "Site"). A rendering plant was
operated on the Site until 1982. From 1959 to 1978, a portion of
the Site was used as an industrial waste disposal facility, which
was closed pursuant to Closure Order No. 80-06, issued by the State
of California Regional Water Quality Control Board for the San
Diego Region (the "RWQCB"). The Site has been listed by the State
of California as a site for which expenditures for removal and
remedial actions may be made by the State pursuant to the
California Hazardous Substances Account Act, California Health &
Safety Code Section 25300 et seq. Technical consultants retained by
the Company have conducted various investigations of the
environmental conditions at the Site, and in 1996, requested that
the RWQCB issue a "no further action" letter with respect to the
Site. The RWQCB has not yet taken any formal action in response to
such request.
(b) LITIGATION
Other Litigation
The Company is also a party to several other lawsuits, claims and
loss contingencies incidental to its business, including assertions
by regulatory agencies related to the release of unacceptable odors
from some of its processing facilities.
The Company has established loss reserves for environmental and
other matters as a result of the matters discussed above. Although
the ultimate liability cannot be determined with certainty,
management of the Company believes that reserves for contingencies
are reasonable and sufficient based upon present governmental
regulations and information currently available to management. The
Company estimates the range of possible losses related to
environmental and litigation matters, based on certain assumptions,
is between $3.9 million and $12.9 million at April 4, 1998. The
accrued expenses and other noncurrent liabilities classifications
in the Company's consolidated balance sheets include reserves for
insurance, environmental and litigation contingencies of $15.1
million and $15.7 million at April 4, 1998 and January 3, 1998,
respectively. There can be no assurance, however, that final costs
will not exceed current estimates. The Company believes that any
additional liability relative to such lawsuits and claims which may
not be covered by insurance would not likely have a material
adverse effect on the Company's financial position, although it
could potentially have a material impact on the results of
operations in any one year.
(4) Changes in Accounting Principles
(c) Effective January 4, 1998, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income." This Statement requires that all items
recognized under accounting standards as components of
comprehensive earnings be reported in an annual financial
statement that is displayed with the same prominence as the
other annual financial statements. This Statement also
requires that the Company classify items of other
comprehensive earnings by their nature in an annual financial
statement. Comprehensive income did not differ from net income
for the periods ended April 4, 1998 and March 29, 1997.
DARLING INTERNATIONAL INC. AND SUBSIDIARIES
FORM 10-Q FOR THE THREE MONTHS ENDED APRIL 4, 1998
PART I
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion summarizes information with respect to the
liquidity and capital resources of the Company at April 4, 1998 and factors
affecting its results of operations for the three months ended April 4, 1998 and
March 29, 1997.
RESULTS OF OPERATIONS
Three Months Ended April 4, 1998 Compared to Three Months Ended March 29, 1997
GENERAL
The Company recorded a net loss of $1.4 million for the first quarter
of the fiscal year ending January 2, 1999 ("Fiscal 1998"), as compared to net
earnings of $0.4 million for the first quarter of the fiscal year ended January
3, 1998 ("Fiscal 1997"). Operating income decreased $3.5 million to $0.8 million
in the first quarter of Fiscal 1998 from $4.3 million in the first quarter of
Fiscal 1997. The decrease in operating income was primarily due to: 1) Declines
in overall finished goods prices; 2) Declines in the volume of raw materials
processed; and 3) Approximately $1.1 million in increased depreciation and
amortization expense related to acquisitions and capital expenditures. These
were partially offset by a $1.1 million decrease in steam expense. Interest
expense decreased from $3.7 million in Fiscal 1997 to $3.1 million in Fiscal
1998, primarily due to the refinancing of all outstanding debt on June 5, 1997,
resulting in a lower overall interest rate.
NET SALES
The Company collects and processes animal by-products (fat, bones and
offal), used restaurant cooking oil, and bakery by-products to produce finished
products of tallow, meat and bone meal, yellow grease and dried bakery product.
In addition, the Company provides grease trap collection services to
Restaurants. Sales are significantly affected by finished goods prices, quality
of raw material, and volume of raw material. Net sales include the sales of
produced finished goods, trap grease services, and finished goods purchased for
resale, which constitute less than 10% of total sales.
During the first quarter of Fiscal 1998, net sales decreased 14.1%, to
$108.1 million as compared to $125.8 million during the first quarter of Fiscal
1997 primarily due to the following: 1) Decreases in overall finished goods
prices resulted in a $15.2 million decrease in sales in the first quarter of
Fiscal 1998 versus the first quarter of Fiscal 1997. The Company's average
yellow grease prices were 24.4% lower, average tallow prices were 16.6% lower,
average meat and bone meal prices were 26.8% lower, and average corn prices were
8.3% lower; 2) Decreases in the volume of raw materials processed resulted in a
$3.1 million decrease in sales, offset by $1.6 million in yield gains; and 3)
Decreases in finished hides sales accounted for $1.4 million in sales decreases.
COST OF SALES AND OPERATING EXPENSES
Cost of sales and operating expenses includes prices paid to raw
material suppliers, the cost of product purchased for resale, and the cost to
collect and process raw material. The Company utilizes both fixed and formula
pricing methods for the purchase of raw materials. Fixed prices are adjusted
where possible as needed for changes in competition and significant changes in
finished goods market conditions, while raw materials purchased under formula
prices are correlated with specific finished goods prices.
During the first quarter of Fiscal 1998, cost of sales and operating
expenses decreased $14.9 million (14.6%) to $87.4 million as compared to $102.4
million during the first quarter of Fiscal 1997 primarily as a result of the
following: 1) Lower raw material prices paid, correlating to decreased prices
for fats and oils, meat and bone meal and corn resulted in decreases of $11.7
million in cost of sales; 2) Decreases in the volume of raw materials collected
and processed resulted in a decrease of approximately $2.7 million in cost of
sales and operating expenses; and 3) Decreases in steam cost resulted in a $1.1
million decrease in operating expenses.
SELLING, GENERAL AND ADMINISTRATIVE COSTS
Selling, general and administrative costs were $10.8 million during the
first quarter of Fiscal 1998, a $0.4 million decrease from $11.2 million for the
first quarter of Fiscal 1997. The repurchase of stock options held by the former
president of the Company in the first quarter of 1997 resulted in a decrease of
$1.7 million, somewhat offset by approximately $0.5 million in increased
expenses related to the functional reorganization of the Company by line of
business and other expenses related to legal and environmental matters.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization charges increased $1.1 million to $9.1
million during the first quarter of Fiscal 1998 as compared to $8.0 million
during the first quarter of Fiscal 1997. This increase was primarily due to
additional depreciation on fixed asset additions and amortization on intangibles
acquired as a result of various acquisitions. The Company adopted Fresh Start
Accounting in 1994. Under this method of accounting, the assets acquired prior
to December 1994 were restated at fair market value and depreciated over
estimated remaining lives of 5-15 years.
INTEREST EXPENSE
Interest expense decreased $0.6 million from $3.7 million during the
first quarter of Fiscal 1997 to $3.1 million during the first quarter of Fiscal
1998, primarily due to the refinancing of all outstanding debt on June 5, 1997
at a lower overall rate of interest.
INCOME TAXES
The income tax benefit of $0.8 million for the first quarter of Fiscal
1998 consists of federal tax benefit and various state and foreign taxes. This
is a decrease of $1.2 million from $0.3 million income tax expense during the
first quarter of Fiscal 1997.
CAPITAL EXPENDITURES
The Company made capital expenditures of $5.9 million during the first
quarter of Fiscal 1998 compared to capital expenditures of $6.1 million during
the first quarter of Fiscal 1997.
LIQUIDITY AND CAPITAL RESOURCES
Effective June 5, 1997, the Company entered into a Credit Agreement
(the "Credit Agreement") which provides for borrowings in the form of a
$50,000,000 Term Loan and $175,000,000 Revolving Credit Facility. As of April 4,
1998 the Company was in compliance with all provisions of the Credit Agreement.
The Term Loan provides for $50,000,000 of borrowing. The Term Loan
bears interest payable monthly at LIBOR (5.6875% at April 4, 1998), plus a
margin (the "Credit Margin") (1.25% at April 4, 1998) which floats based on the
achievement of certain financial ratios. The Term Loan is payable by the Company
in quarterly installments of $1,250,000 commencing on June 30, 1997 through
March 31, 1999: $2,500,000 commencing on June 30, 1999 through March 31, 2002;
and an installment of $10,000,000 due on June 5, 2002. As of April 4, 1998,
$45,000,000 was outstanding under the Term Loan.
The Revolving Credit Facility provides for borrowings up to a maximum
of $175,000,000 with sublimits available for letters of credit and a swingline.
Outstanding borrowings on the Revolving Credit Facility bear interest, payable
monthly, at various LIBOR rates (ranging from 5.6211% to 5.6875% at April 4,
1998) plus the Credit Margin as well as portions at a Base Rate (8.50% at April
4, 1998) or, for swingline advances, at the Base Rate. Additionally, the Company
must pay a commitment fee equal to 0.25% per annum on the unused portion of the
Revolving Credit Facility. The Revolving Credit Facility matures on June 5,
2002. As of April 4, 1998, $98,180,000 was outstanding under the Revolving
Credit Facility. As of April 4, 1998, the Company had outstanding irrevocable
letters of credit aggregating $8,373,000.
The Credit Agreement contains certain terms and covenants, which, among
other matters, restrict the incurrence of additional indebtedness, the payment
of cash dividends and the annual amount of capital expenditures, and requires
the maintenance of certain minimum financial ratios. As of April 4, 1998 no cash
dividends could be paid to the Company's stockholders pursuant to the Credit
Agreement.
The Company has only very limited involvement with derivative financial
instruments and does not use them for trading purposes. Interest rate swap
agreements are used to reduce the potential impact of increases in interest
rates on floating-rate long-term debt. At April 4, 1998, the Company was party
to three interest rate swap agreements, each with a term of five years (all
maturing June 27, 2002). Under terms of the swap agreements, the interest
obligation of $70 million of Credit Agreement floating-rate debt was exchanged
for fixed rate contracts which bear interest, payable quarterly, at an average
rate of 6.6% plus a credit margin.
On April 4, 1998, the Company had a working capital deficit of $0.9
million and its working capital ratio was 0.98 to 1 compared to working capital
of $3.3 million and a working capital ratio of 1.06 to 1 on January 3, 1998.
This decrease in working capital is mainly attributable to decreases in accounts
receivable due to lower finished goods prices. Net cash provided by operating
activities has increased $10.4 million from $1.3 million during the first
quarter of Fiscal 1997 to $11.7 million during the first quarter of Fiscal 1998.
The Company believes that cash from operations and current cash balances,
together with the undrawn balance from the Company's loan agreements, will be
sufficient to satisfy the Company's planned capital requirements.
ACCOUNTING MATTERS
In June 1997, the Financial Accounting standards Board issued SFAS No.
131, Disclosures about Segments of an Enterprise and Related Information. SFAS
No. 131 is effective for annual periods beginning after December 15, 1997. This
Statement established standards for the way that public business enterprises
report information about operating segments in annual financial statements. The
Statement defines operating segments as components of an enterprise about which
separate financial information is available that is evaluated regularly by the
chief operating decision maker in deciding how to allocate resources and in
assessing performance. The Company anticipates that this Statement will require
additional disclosure regarding operating segments in Fiscal 1998.
OTHER
As a result of computer programs being written using two digits rather
than four to define the applicable years, there is a concern by the business
community as to whether these systems will be able to process information
beginning in the year 2000. To deal with this concern, the Company has initiated
programs and information systems reviews in an attempt to ensure that key
systems and processes will remain functional. This objective is to be achieved
either by modifying present systems or by installing new systems. While there
can be no assurance that all modifications will be successful, management does
not expect that costs of modifications or consequences of any unsuccessful
modifications will have a material adverse effect on the Company.
FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes "forward-looking"
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All
statements other than statements of historical facts included in the Quarterly
Report on Form 10-Q, including, without limitation, the statements under the
sections entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Legal Proceedings" and located elsewhere herein
regarding industry prospects and the Company's financial position are
forward-looking statements. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable; it can give no
assurance that such expectations will prove to be correct. Important factors
that could cause actual results to differ materially from the Company's
expectations include: the Company's continued ability to obtain sources of
supply for its rendering operations; general economic conditions in the European
and Asian markets; and prices in the competing commodity markets which are
volatile and are beyond the Company's control. Future profitability may be
effected by the Company's ability to grow its restaurant services business and
the development of its value-added feed ingredients, all of which face
competition from companies which may have substantially greater resources than
the Company.
DARLING INTERNATIONAL INC. AND SUBSIDIARIES
FORM 10-Q FOR THE THREE MONTHS ENDED APRIL 4, 1998
PART II: Other Information
Item 1. LEGAL PROCEEDINGS
The information required by this item is included on pages 7 and 8 of
this report and is incorporated herein by reference.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
fiscal quarter ended April 4, 1998.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Exhibits No. Description
3.1* Restated Articles of Incorporation.
3.2 Amended and Restated Bylaws, dated March 10, 1994 and March 31, 1995.
10.13 Master Lease Agreement between NBD and Darling International Inc.
dated as of February 17, 1998.
11 Statement re-computation of per share earnings.
27 Financial Data Schedule
* Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-79478).
(b) REPORTS ON FORM 8-K
There were no reports filed on Form 8-K during the three months ended
April 4, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DARLING INTERNATIONAL INC.
Registrant
Date: May 18, 1998 By: /s/ Dennis B. Longmire
--------------------------------
Dennis B. Longmire
Chairman and
Chief Executive Officer
Date: May 18, 1998 By: /s/ John O. Muse
--------------------------------
John O. Muse
Vice President and
Chief Financial Officer
(Principal Financial Officer)
DARLING INTERNATIONAL INC. AND SUBSIDIARIES
FORM 10-Q FOR THE THREE MONTHS ENDED APRIL 4, 1998
INDEX TO EXHIBITS
Exhibits No. Description Page No.
3.1* Restated Articles of Incorporation
3.2 Amended and Restated Bylaws, dated March 10, 1994 and March 31, 1995.
10.13 Master Lease Agreement between NBD and Darling
International Inc. dated as of February 17, 1998. 17
11 Statement re-computation of per share earnings. 16
27 Financial Data Schedule
* Incorporated by reference to the Registrant's Registration Statement
on Form S-1 (Registration No. 33-79478).
EXHIBIT 11
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
The following table details the computation of basic and diluted earnings
(loss) per common share, in thousands except per share data.
Three Months Ended
-----------------------------
April 4, March 29,
1998 1997
------------------------------------------- ----------------- ------------
Earnings (Basic):
Net earnings (loss) available
to common stock $ (1,404) $ 386
======== =======
Shares (Basic):
Weighted average number of
common shares outstanding 15,567 15,477
======= =======
Basic earnings (loss) per common share $ (0.09) $ 0.02
======= =======
------------------------------------------- ----------------- ------------
Earnings (Diluted):
Net earnings (loss) available
to common stock $ (1,404) $ 386
======= =======
Shares (Diluted):
Weighted average number of
common shares outstanding 15,567 15,477
Additional shares assuming exercise of
stock options - 1,068
------- ------
Average common shares outstanding
and equivalents 15,567 16,545
======= ======
Diluted earnings (loss) per common share $ (0.09) $ 0.02
======= =======
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