8-K 1 a2019q2earnings8k.htm 8-K Document


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 1, 2019
_____________________________________________________________________________
Schneider National, Inc.
(Exact Name of Registrant as Specified in Charter) 
_____________________________________________________________________________
 
 
  
 
 
 
 
 
 
 
Wisconsin
 
001-38054
 
39-1258315
 
 
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
3101 South Packerland Drive
 
Green Bay
WI
 
54313
 
 
(Address of Principal Executive Offices)
 
(Zip Code)
 

Registrant’s telephone number, including area code: (920) 592-2000
(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 (see General Instruction A.2. below): 
 
☐
Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
☐
Pre-commencement communication 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 August 1, 2019, Schneider National, Inc. issued a press release announcing its financial results for the three months ended June 30, 2019, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 2.02.

The information in this Item 2.02 and in Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

ITEM 2.05    Costs Associated with Exit or Disposal Activities

On July 29, 2019, the Board of Directors approved a structured shutdown of the Company’s First to Final Mile (“FTFM”) service offering within its Truckload reporting segment due to the poor operating performance of the FTFM business and the assessment that the long-term prospects of that business and its markets were not favorable.

Schneider expects the shutdown to be substantially complete by December 31, 2019 and expects to incur pre-tax restructuring charges, primarily during that timeframe, of between $50.0 million to $75.0 million. Such restructuring charges include approximately: (i) $35.0 million to $45.0 million of non-cash charges, consisting of impairments of various tangible and intangible assets including equipment, customer lists and other customer related assets, and software; and (ii) $15.0 million to $30.0 million of charges that will result in future cash expenditures, consisting primarily of net facility lease obligations and severance costs. All estimates are subject to change until finalized. The restructuring charges listed above are separate and apart from the $34.6 million goodwill impairment recognized in the second quarter of 2019.

Special Note Regarding Forward-Looking Statements

This information contained in this Item contains forward-looking statements, within the meaning of the United States Private Securities Litigation Reform Act of 1995, which are intended to come within the safe harbor protection provided by such Act. These forward-looking statements reflect our current expectations, beliefs, plans, or forecasts with respect to, among other things, future events and financial performance and trends in the business and industry. Forward-looking statements are often characterized by words or phrases such as “may,” “will,” “could,” “should,” “would,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “prospects,” “potential” and “forecast,” and other words, terms, and phrases of similar meaning. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks, and uncertainties. Readers are cautioned that a forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. Such risks and uncertainties include, among others, those discussed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K filed on February 26, 2019, as such may be amended or supplemented in Part II, Item 1A, “Risk Factors,” of subsequently filed Quarterly Reports on Form 10-Q, as well as those discussed in the consolidated financial statements, related notes, and other information appearing elsewhere in the aforementioned reports and other filings with the SEC. We do not intend, and undertakes no obligation, to update any of its forward-looking statements after the date of this release to reflect actual results or future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

ITEM 2.06     Material Impairments 

The information contained in Item 2.05 relating to impairment charges is incorporated into this Item 2.06 by reference.







ITEM 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.    Description of Exhibit
        
    

 





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.
    
    
Date: August 1, 2019
SCHNEIDER NATIONAL, INC.
    
 
By:
/s/ Stephen L. Bruffett
 
Name:
Stephen L. Bruffett
 
Title:
Executive Vice President and Chief Financial Officer