Item 7.01.
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Regulation FD Disclosure.
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On May 18, 2016, Darling Ingredients Inc. (the
Company) will deliver an investor presentation that includes the material attached to this Current Report on Form 8-K (this Current Report) as Exhibit 99.1. The Company is making reference to non-GAAP financial measures in
the presentation. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached presentation. The information contained in this Current Report, including Exhibit 99.1, is being furnished
pursuant to Item 7.01, and the information contained therein shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities under that Section. Furthermore, the
information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.
This Current Report, including Exhibit 99.1, contains forward-looking statements regarding the business operations and prospects of the
Company and industry factors affecting it. These statements are identified by words such as believe, anticipate, expect, estimate, intend, could, may,
will, should, planned, potential, continue, momentum, and other words referring to events that may occur in the future. These statements reflect the Companys current view
of future events and are based on its assessment of, and are subject to, a variety of risks and uncertainties beyond its control, each of which could cause actual results to differ materially from those indicated in the forward-looking statements.
These factors include, among others, existing and unknown future limitations on the ability of the Companys direct and indirect subsidiaries to make their cash flow available to the Company for payments on the Companys 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
Companys products; reductions in raw material volumes available to the Company due to weak margins in the meat production industry as a result of higher feed costs, reduced consumer demand or other factors, reduced volume from food service
establishments, reduced demand for animal feed, or otherwise; reduced finished product prices, 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. governments 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 Bird Flu including, but not limited to H5N1 flu, bovine spongiform encephalopathy (or BSE),
porcine epidemic diarrhea (PED) or other diseases associated with animal origin in the United States or elsewhere; unanticipated costs and/or reductions in raw material volumes related to the Companys compliance with the existing
or unforeseen new U.S. or foreign (including, without limitation, China) regulations (including new or modified animal feed, Bird Flu, PED or BSE 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 and issues relating to the announced expansion project; difficulties or a significant disruption in our information systems or
failure to implement new systems and software successfully, including our ongoing enterprise resource planning project; risks relating to possible third party claims of intellectual property infringement; increased contributions to the
Companys pension and benefit plans, including multiemployer and employer-sponsored defined benefit pension plans as required by legislation, regulation or other applicable U.S. or foreign law or resulting from a U.S. mass withdrawal event; bad
debt write-offs; loss of or failure to obtain necessary permits and registrations; continued or escalated conflict in the Middle East, North Korea, Ukraine or elsewhere; and/or unfavorable export or import markets. These factors, coupled with
volatile prices for natural gas and diesel fuel, climate conditions, currency exchange fluctuations, general performance of the U.S. and global economies, disturbances in world financial, credit, commodities and stock markets, and any decline in
consumer confidence and discretionary spending, including the inability of consumers and companies to obtain credit due to lack of
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liquidity in the financial markets, among others, could negatively impact the Companys results of operations. Among other things, future profitability may be affected by the Companys
ability to grow its business, which faces competition from companies that may have substantially greater resources than the Company. In addition, the Companys announced share repurchase program may be suspended or discontinued at any time and
purchases of shares under the program are subject to market conditions and other factors, which are likely to change from time to time. Other risks and uncertainties regarding the Company, its business and the industries in which it operates are
referenced from time to time in the Companys filings with the Securities and Exchange Commission. 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.