-----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, FQLRIlJ2e+MWw/90ViMza/465AE+ZaKk7IWv9DQkIlu6yW5pYP4ZvljYTbRydcAI Af2clIfaJDpucQ+pq7Uxhw== 0000893750-01-000176.txt : 20010321 0000893750-01-000176.hdr.sgml : 20010321 ACCESSION NUMBER: 0000893750-01-000176 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010320 ITEM INFORMATION: FILED AS OF DATE: 20010320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENESEE & WYOMING INC CENTRAL INDEX KEY: 0001012620 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [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: 1572215 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): March 20, 2001 GENESEE & WYOMING INC. ---------------------- (Exact Name of registrant specified in its charter) Delaware 0-20847 06-0984624 -------- ------- ---------- (State or other (Commission File (I.R.S. employer Jurisdiction Number) Identification No.) of Incorporation) 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 transportation conference on March 20, 2001. 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. 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 presented at a transportation conference on March 20, 2001. -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/ John C. Hellmann --------------------------- Name: John C. Hellmann Title: Chief Financial Officer March 20, 2001 -3- INDEX TO EXHIBITS ----------------- Exhibit Number Exhibit Title - -------------- ------------- 99.1 Information to be presented at a transportation conference on March 20, 2001. -4- EX-99.1 2 0002.txt Exhibit 99.1 [Picture of Train] Genesee & Wyoming Inc. o Acquirer, owner and operator of regional freight railroads in the United States, Canada, Australia, Mexico and Bolivia o Provider of freight car switching and other rail related services to industrial companies and ports o 2000 revenue of $169 million in North America o 50% ownership of joint venture in Australia with pro forma revenue of $190 million o NASDAQ "GNWR" with fully diluted market cap of $130 million [Map of Worldwide locations] North America Revenue by Geography* [Pie Chart illustrating the following:] United States: 63% Mexico: 19% Canada: 18% *For the year ended December 31, 2000 2000 Revenue: $169 million 2000 EBITDA: $36 million -2- Australia Revenue by Geography: 50% G&W Ownership* [Pie chart illustrating the following:] Western Australia: 77% South Australia: 23% * Pro forma for the 12 months ended December 31, 2000 2000 Revenue: $190 million 2000 EBITDA: $54 million -3- Strategy: Consolidator in Global Railroad Privatization o Acquire strategic properties with attractive financial returns - US and international o Create regional railroad networks through connecting acquisitions o Increase revenue through focus on customer service - take business from trucks o Reduce costs through G&W best practices o Diversification of earnings base -4- [Map illustrating New York/Pennsylvania Operations] Building a U.S. Regional Railroad New York/Pennsylvania Region: o Six contiguous acquisitions o $36 million revenue in 2000 o Main products: petroleum, chemicals, pulp and paper -5- Mexico: 1999 Privatization Overview: o Market entry via "option" in LCD o Start-up of FCCM in September 1999 - 1,000 miles o Products: stone, petroleum, agricultural Achievements: o Revenues on budget - $33 million in 2000 o Strong operating ratio -below 80% o Start-up of new intermodal and auto traffic in 2001 o IFC refinancing -6- [Map illustrating Mexican Operations] Building the Australia Franchise 8/97: G&W wins 12/99: G&W awarded bid for South rail operating contract Australia rail for Broken Hill privatization Proprietary Co. Ltd. (BHP) 1997 1998 1999 2000 1999: Asia Pacific 10/00: G&W forms Transport Consortium ARG and wins bid (APTC) nominated to for Western build Alice Springs to Australia rail Darwin rail line with privatization G&W as operator -7- [Map illustrating Australian Operations] Australian Railroad Group - ARG o Joint venture between G&W and Wesfarmers - equity accounting for G&W's 50% ownership o Largest private rail operator in Australia o Winning bidder for US$323 million privatization of the Western Australia freight system in December 2000 o G&W contributed Australia Southern Railroad and its interest in Asia Pacific Transport Consortium (APTC) to ARG -8- Australian Railroad Group - ARG o Diversified product mix includes alumina, grain, iron ore, nickel, and hook and pull o Significant expected industrial expansion in Western Australia and potential for operating efficiencies o Poor grain harvest in 2000 to normal in 2001 o Additional privatizations (National Rail, Freightcorp) -9- Financial Overview Track Record of Execution 1997 1998 1999 2000* ---- ---- ---- ----- Revenue $104mm $147 mm $176 mm $207 mm Net Income $8 mm $11 mm $13 mm $14 mm Diluted EPS $1.47 $2.19 $2.76 $3.11 Acquisitions S. Australia None Mexico W. Australia Canada JV Canada Bolivia * Note deconsolidation of South Australian subsidiary and equity accounting as of 12/16/00. -10- Presentation of Financial Statements o Presentation of two companies: GWI and ARG o Consolidated financial results for North America o Equity accounting for ARG and deconsolidation of ASR o Equity accounting for the Oriental (Bolivia) -11- GWI Financial Results Pro Forma For ARG* 9 Months Ended 9 Months September 30, 2000* Annualized ------------------- ---------- ($million) Net Income Before Equity Earnings $ 7.8 $ 10.4 Equity Earnings - ARG $ 6.8 $ 9.1 Net Income $ 14.5 $ 19.4 Diluted EPS $ 2.76 $ 3.68 GWI Reported EPS $ 2.25 $ 3.00 Accretion $ 0.51 $ 0.68 *As reported in Form 8-K dated 3/2/01 -12- Overview of Genesee & Wyoming North South Weighted America Australia America Total --------- --------- --------- --------- ($ million) GWI% Ownership 100%(a) 50% 22.6% Revenue $169 $190 $ 31 $271 EBITDA $ 36 $ 54 $ 16 $ 67 Net Income $ 10 $ 17 $ 8 $ 20 Balance Sheet: Total Debt $105 $272 $ 0(b) $241 Total Assets $342 $405 $ 69 $496 (a) Excludes 12.7% IFC interest in Mexico (b) Excludes $10.8 million non-recourse debt for a portion of the GWI investment -13- North America Revenue [Chart illustrating the following:] 1998 1999 2000 ---- ---- ---- North America Revenue 101 132 169 ($million) -14- 6 Cylinders of North America [Pie chart illustrating the following:] Canada 18% Mexico 19% Rail Link & Louisiana 15% Oregon 13% New York-Pennsylvania 21% Illinois 14% 2000 Revenue: $169 million 2000 EBITDA: $36 million -15- North America Operating Income [Chart illustrating the following:] 1998 1999 2000 ---- ---- ---- North America Operating Income ($ million) 11 16 24 Operating Ratio 89.3% 88.1% 85.9% -16- Strong Financial Position o Available Revolving Credit* --> $50 million o Total Debt* --> $105 million o Total Debt/EBITDA* --> 2.9x o Private Equity Sponsor --> Brown Brothers Harriman o Debt Financing in Mexico --> IFC--World Bank o JV Partner in Australia --> Wesfarmers *As of December 31, 2000, for North America consolidated financial statements -17- Growth and Value Investment Value Investment --> o First Call Consensus '01 P/E:6.5x o Relevant Comps '01 P/E:10x-15x - ------------------------------------------------------------------------------ Growth Investment --> o 25%+ EPS CAGR since 1997 - ------------------------------------------------------------------------------ Investment in Global Rail --> o Unique global operator Privatization o Strong financial sponsorship - ------------------------------------------------------------------------------ Strong Cash Flow --> o Free cash flow positive -18- [Genesee & Wyoming logo] -19- -----END PRIVACY-ENHANCED MESSAGE-----