Current Report Filing (8-k)
May 01 2018 - 6:21AM
Edgar (US Regulatory)
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):
May
1, 2018
Genesee & Wyoming Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-31456
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06-0984624
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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20 West Avenue, Darien, Connecticut
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06820
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (203) 202-8900
Not
Applicable
(Former name or former address, if changed since
last report.)
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:
⃞
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))
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. [ ]
ITEM 2.02 Results of Operations and Financial Condition.
On May 1, 2018, Genesee & Wyoming Inc. (the Company) issued a press
release reporting financial results for the first quarter of 2018. A
copy of the press release is attached hereto as Exhibit 99.1. The
attached Exhibit 99.1 is furnished in its entirety pursuant to this Item
2.02 and is incorporated into this Item 2.02 by reference.
ITEM 2.04 Triggering Events That Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement.
On May 1, 2018, the Company announced its commitment to a plan to
restructure and further optimize its operations in the U.K. As further
described under Item 8.01 below, this plan includes the rationalization
of its locomotive and wagon fleet, including parking or returning leased
equipment, which the Company estimates will result in approximately $29
million in charges.
ITEM 8.01 Other Events
On May 1, 2018, the Company announced that it had reorganized its U.K.
business into a three service platforms: Rail (Intermodal and Heavy
Haul), Road (former Freightliner and Pentalver road operations) and
Terminals (former Freightliner and Pentalver terminals), with a single
combined commercial organization responsible for selling all three
services. It also announced a program to restructure and further
optimize its operations in the U.K. The Company intends to complete the
restructuring program in 2018 and early 2019. The program includes the
rationalization of the locomotive and wagon fleet described
above, management restructuring, as well as consolidating operational
and administrative support functions (following the U.K. consultative
process), and technology investments to upgrade systems to enhance
productivity and service quality. Following completion, the program is
expected to yield annual savings of approximately $18 million.
Restructuring and related expense associated with the optimization are
expected to be approximately $55 million (assuming an exchange rate of
$1.40 for one British pound) comprised of the following (dollars in
thousands), which include the Company's current estimate of the timing
of the related charges, which is subject to change:
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Three Months Ended June 30, 2018
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Six Months Ended December 31, 2018
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Six Months Ended June 30, 2019
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Estimated Restructuring and Related Costs
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Estimated Annual Savings
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Rationalization of locomotive and wagon fleet
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$
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26,000
|
|
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$
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3,000
|
|
|
$
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—
|
|
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$
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29,000
|
|
|
$
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10,000
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Management restructuring
(a)
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1,000
|
|
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6,000
|
|
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2,000
|
|
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9,000
|
|
|
3,000
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Productivity and automation investments
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3,000
|
|
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5,000
|
|
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9,000
|
|
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17,000
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|
|
5,000
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Total
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$
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30,000
|
|
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$
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14,000
|
|
|
$
|
11,000
|
|
|
$
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55,000
|
|
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$
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18,000
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(a) Subject to requisite U.K. consultative process.
The expected timing of estimated annual savings is as follows (dollars
in thousands):
|
2018
|
|
2019
|
|
2020
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Estimated annual savings
|
$
|
5,000
|
|
|
$
|
15,000
|
|
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$
|
18,000
|
Cautionary Statement Regarding Forward-Looking Statements
This filing contains forward-looking statements. Statements that are not
historical facts, including statements about beliefs or expectations,
are forward-looking statements. These statements are based on plans,
estimates and projections at the time the Company makes the statements
and readers should not place undue reliance on them. In some cases,
readers can identify forward-looking statements by the use of
forward-looking terms such as “may,” “will,” “should, “expect,”
“intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” or “continue” or the negative of these terms or other
comparable terms. Forward-looking statements involve inherent risks and
uncertainties and the Company cautions readers that a number of
important factors could cause actual results to differ materially from
those contained in any such forward-looking statement. Readers are
cautioned not to place undue reliance on the forward-looking statements
included in this filing, which speak only as of the date hereof. The
Company does not undertake to update any of these statements in light of
new information or future events.
ITEM 9.01 Financial Statements and Exhibits.
(d)
Exhibits
.
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.
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GENESEE & WYOMING INC.
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Date:
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May 1, 2018
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By:
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/s/ Timothy J. Gallagher
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Name:
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Timothy J. Gallagher
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Title:
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Chief Financial Officer
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