-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T5c44l9Fk2DyjAjKjdYvD74QEC+fRsh61HYHY/AG1LpefIziM0CBKY/wItePsRu6 W2ySagrSrqGEgAysOAwwmQ== /in/edgar/work/0000893750-00-000483/0000893750-00-000483.txt : 20001107 0000893750-00-000483.hdr.sgml : 20001107 ACCESSION NUMBER: 0000893750-00-000483 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001106 ITEM INFORMATION: FILED AS OF DATE: 20001106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENESEE & WYOMING INC CENTRAL INDEX KEY: 0001012620 STANDARD INDUSTRIAL CLASSIFICATION: [4011 ] IRS NUMBER: 060984624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20847 FILM NUMBER: 753540 BUSINESS ADDRESS: STREET 1: 66 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036293722 MAIL ADDRESS: STREET 1: 66 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 8-K 1 0001.txt 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 6, 2000 ---------------- GENESEE & WYOMING INC. --------------------- (Exact Name of registrant specified in its charter) --------------------------------------------------- Delaware 0-20847 06-0984624 - -------- ------- ---------- (State or other Jurisdiction (Commission File Number (I.R.S. employer of Incorporation) Identification No.) 66 Field Point Road Greenwich, Connecticut 06830 (Address of principal executive offices) ---------------------------------------- Registrant's telephone number: (203) 629-3722 Item 9. Regulation FD Disclosure Genesee & Wyoming Inc. (GWI) is furnishing this Report on Form 8-K pursuant to Regulation FD in connection with the planned disclosure of information at a meeting with prospective investors on November 6, 2000. The information in this report (including the exhibit) is furnished pursuant to Item 9 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: The information in this report (including the exhibit) contains forward-looking statements, within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, regarding future events and the future performance of GWI that involve risks and uncertainties that could cause actual results to differ materially including, but not limited to, economic conditions, customer demand, increased competition in relevant markets, and others. Such statements may be identified by words such as anticipate, believe, estimate, expect, intend, predict, hope or similar expressions. We refer you to the documents that GWI files from time to time with the Securities and Exchange Commission, such as GWI's Forms 10-Q and 10-K which contain additional important factors that could cause its actual results to differ from its current expectations and from the forward-looking statements contained in the information in this report (including the exhibit). All monetary references are in US dollars and based on current exchange rates. GWI does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in GWI's expectations or any changes in events, conditions or circumstances on which any forward-looking statement is based. Exhibit 99.1 Information to be disclosed at a meeting with prospective investors on November 6, 2000. -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. GENESEE & WYOMING INC. (Registrant) By: /s/ ---------------- Name: John C. Hellmann Title: Chief Financial Officer November 6, 2000 INDEX TO EXHIBITS ----------------- Exhibit Number Exhibit Title - -------------- ------------- 99.1 Information to be disclosed at a meeting with prospective investors on November 6, 2000. -3- EX-99.1 2 0002.txt Exhibit 99.1 [Genesee & Wyoming LOGO] [Picture of trains] Business Overview [Map illustrating North American and Australian Operations] Strategy: Consolidator in Global Genesee & Wyoming Inc. Railroad Privatization - - Acquirer, owner and operator of - Acquire strategic properties regional freight railroads in with attractive financial the United States, Canada, returns - US and Australia and Mexico international - - Provider of freight car - Create regional railroad switching and other rail networks through connecting related services to industrial short line acquisitions companies and ports - Increase revenue through - - Revenues in 1999 of $175 focus on customer service - million with LTM revenues of take business from trucks $212 million - Reduce costs through G&W best - - NASDAQ "GNWR" with market cap practices of $110 million Track Record of Execution - --------------------------------------------------------------------------- 1997 1998 1999 LTM (a) ------------- ------------ ------------ ------------ Revenue $104 million $147 million $176 million $212 million EBITDA $23 million $29 million $35 million $45 million Net Income $8 million $11 million $13 million $13 million # of 1 S. Australia None 1 Mexico 1 W. Australia Acquisitions 1 Canada JV 1 Canada 1 Bolivia (a) Last 12 months ended September 30, 2000 Recent Announcements - ----------------------------------------------------- - - Australian Railroad Group, 50-50 Joint Venture with Wesfarmers Ltd, wins Westrail Freight privatization in Western Australia - - Genesee & Wyoming purchases 22.55% stake in Bolivian railroad, the Oriental - - Brown Brothers Harriman 1818 Fund invests up to $25 million of Convertible Preferred Stock - - All transactions subject to customary closing conditions Global Acquisition Environment Country Acquisition Environment Recent Prospects - -------------------- --------------------------------- ---------------- USA - Good due to reduced bid 6 Canada competition - Attractive if strategic or connecting synergies Australia - Privatization ongoing 4 - Market share growth opportunities - Good G&W presence Bolivia - "Option" and Invest Strategy 3 Mexico - Good revenue growth opportunities - Cost reduction opportunities Experienced Management Team Name Title Experience - ------------------- ------------------------- ------------------------- Mort Fuller Chairman and Chief Chairman and CEO since Executive Officer 1977 Charles Marshall President and Chief Conrail; Southern Railway Operating Officer Jack Hellmann Chief Financial Officer Lehman Brothers; Schroders Mark Hastings Executive Vice President Senior Executive since -- Corporate Development 1978, including CFO and Treasurer Charles Chabot Senior Vice President -- 9 years at G&W including Australia 3 years in Australia; CSX; Booz, Allen & Hamilton Alan Harris Chief Accounting Officer 10 years at G&W Growth and Value Investment - LTM P/E: 7.8x Value Investment ----> - LTM EV/EBITDA: 4.7x - Relevant Comp: 10x - 13x P/E Growth Investment ----> - Q on Q earnings growth of 20%+ for past 18 months Investment in Global ----> - Unique global operator Rail Privatization Strong Cash Flow ----> - LTM EBITDA: $45 million - Free cash flow positive Geographic Overview [Map illustrating North American properties] Revenue by Geography [Pie graph illustrating the following:] Revenue by geography for the quarter ended September 30, 2000 United States: 46% Industrial Switching: 5% Australia: 19% Mexico: 16% Canada: 14% New York/Pennsylvania Region ------------------------------------------- Overview: - Building a regional railroad - $33 million 1999 revenue (18% of LQ) - Main products: petroleum, chemicals, [Map illustrating region] pulp and paper Recent Events: - NS/CSX take over of Conrail - New coal contract - Salt Mine -- Q2 '01 Oregon Region ------------------------------------------- Overview: - Building a regional railroad - $21 million 1999 revenue (10% of LQ) - Main products: newsprint, liner board, lumber, metals, stone [Map illustrating region] Recent Events: - Targeting traffic congestion around Portland - Morse Brothers contract - Gypsum plant [Map illustrating region] Illinois Region -------------------------------------------- Overview: - Serving 4 large utilities in Central Illinois - $24 million 1999 revenue (11% of LQ) - Main product: Coal Recent Events: - Strong coal volume - Powder River Basin - Illinois Power - Hennepin - Kincaid [Map illustrating region] Canada --------------------------------------------- Overview: - Initial entry as Geneseee Rail-One - $35 million run rate revenue (14% LQ) - Main products: pulp and paper, metals, grain, lumber Recent Events: - Consolidated since April 1999 - Good profitability under G&W Mexico: 1999 Privatization Overview: - - Market entry via "option" in Linea Coahuila Durango - - Formed Ferrocarriles Compania Chiapas-Mayab (FCCM) to win bid - - FCCM start-up in September 1999 - 1,000 track miles - - Products: stone, petroleum, agricultural, planned intermodal Achievements: - - Revenues on budget - - Strong operating ratio ahead of schedule - - Profitable Mexico [Map illustrating Company's Mexican operations] [Map illustrating location of South Australia on the Australian continent] Australia Overview - - 1997 successful privatization bid - - US$43 million 1999 revenue (19% of LQ) - - Main Products: grain, hook and pull, gypsum Recent Evenuts - - ARG Joint Venture wins Westrail Bid - - APTC (Alice Springs to Darwin line) - - BHP contract - - Additional privatizations [Map illustrating South Australian operations] [Picture of train in Australia] [FINANCIAL OVERVIEW] Strong Revenue Growth [Chart illustrating the following:] 1997 1998 1999 LTM ------ ------ ------ ------ Revenue 103.6 147.5 175.6 211.5 ($ million) 30% Compound Annual Growth Rate Strong Operating Income [Chart illustrating the following:] 1997 1998 1999 LTM ------ ------ ------ ------ Operating Income 16.4 19.6 22.4 31.0 ($ million) 17% Compound Annual Growth Rate Reported Net Income [Chart illustrating the following:] 1997 1998 1999 LTM ------ ------ ------ ------ Net Income 8.0 11.4 $12.5 $13.3 ($ million) 25% Compound Annual Growth Rate Continuing Net Income - - Strong earnings growth over past 6 quarters - - Driven by Canada, Mexico and normalized US coal shipments (in $ million) 1998 1999 LTM - ------------------------------------------------------------- Reported Net Income $11.4 12.5 13.3 Continuing Net Income 7.6(a) 8.6(b) 14.3(c) EPS with constant shares $ 1.71 1.93 $3.21 Assumed share outstanding (d) 4.45 4.45 4.45 (a) Excludes $6 million gain from insurance settlement. (b) Excludes $4.2 million Australian tax gain and 262K extraordinary charge. (c) Excludes net impact of non-cash currency fluctuations. (d) Fully diluted shares outstanding as of 9/30/00. Annual EPS Growth: Quarterly Variability [Chart illustrating the following:] Q4 99 Q1 00 Q2 00 Q3 00 ----- ------ ----- ----- $0.84 $0.87 $0.85 $0.72 Note: Excludes extraordinary items and non-cash impact of currency fluctuations Positive Free Cash Flow [Chart illustrating the following:] 1997 1998 1999 ---- ---- ---- ($ millions) Cash Flow from Operations 6.3 23.8 29.3 Capital Expenditures, net* 11.0 13.7 24.9 Free Cash Flow 4.7 10.1 4.4 *Net of government grants and excluding acquisitions, sale-leasebacks & disposals. Capital Expenditure Composition [Chart illustrating the following:] United States - $13.7 million Government Grants - $10.9 million Surcharge to Class I - $ 1.4 million Canada - $ 0.6 million Mexico - $ 2.6 million Australia - $ 6.5 million 1999 Gross CapEx - $35.7 million 1999 Net CapEx - $24.8 million Capitalization 30-Sep-00 ----------------------------------------- Cash $ 9.0 Total debt $108.6 Net debt $ 99.6 Stockholders' equity $ 87.9 Total assets $311.2 ----------------------------------------- Total capitalization $196.5 Debt to Capitalization 55% Total Debt/LTM EBITDA 2.4x Genesee & Wyoming - Since our IPO in July 1996, G&W has been a growth investment. - Although the market today has made us a value investment, we remain focused on a disciplined acquisition strategy to maintain our future growth. - At current trading levels, we believe that G&W should be attractive to both growth and value investors. [Genesee & Wyoming logo] -----END PRIVACY-ENHANCED MESSAGE-----