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EX-99.1 - EX-99.1 - UTi WORLDWIDE INC | d783760dex991.htm |
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):
September 4, 2014
UTi Worldwide Inc.
(Exact name of Registrant as Specified in its Charter)
000-31869
(Commission File Number)
British Virgin Islands | N/A | |
(State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification Number) | |
9 Columbus Centre, Pelican Drive | c/o UTi, Services, Inc. | |
Road Town, Tortola | 100 Oceangate, Suite 1500 | |
British Virgin Islands | Long Beach, CA 90802 USA |
(Addresses of Principal Executive Offices)
562.552.9400
(Registrants Telephone Number, Including Area Code)
N/A
(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)) |
UTi Worldwide Inc.
Current Report on Form 8-K
September 4, 2014
Item 2.02. | Results of Operations and Financial Condition |
UTi Worldwide Inc., a British Virgin Islands corporation, which we refer to as UTi or the company, issued a news release dated September 4, 2014, which we refer to as the Earnings News Release, announcing its results for the three and six months ended July 31, 2014. The Earnings News Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of the Section. The information contained in the Earnings News Release shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item 9.01. | Financial Statements and Exhibits |
(c) Exhibits
Exhibit |
Description | |
99.1 | Earnings News Release dated September 4, 2014 |
Safe Harbor Statement
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this press release which address activities, events or developments that UTi expects or anticipates will or may occur in the future, including such things as achieving $95 million in annualized cost savings by the end of fiscal 2015; the fact that the company is targeting EBITDA in fiscal 2016 in the range of $190 million to $210 million, with results improving throughout the year; expectations that the company will continue to record increased collections of trade receivables and reductions in work-in-process; the fact that the company is targeting positive free cash flow for the full 2015 fiscal year; and other such matters, are forward-looking statements. These statements are based on certain assumptions and analyses made by UTi in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. 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 and other similar expressions or the negative of these terms or other comparable terms. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements. Factors that might cause or contribute to a material difference include, but are not limited to, the risks in UTis filings with the SEC, including those listed in Item 1A Risk Factors in its annual report on Form 10-K relating to the fiscal year ended January 31, 2014, and the following: UTis ability to maintain sufficient liquidity and capital resources to fund its business; UTis ability to complete its business transformation initiatives in the timeframe and for the costs anticipated or at all and achieve the expected benefits; UTis ability to generate sufficient cash to service its debts and other obligations; delays or inability to pay by UTis customers; UTis ability to execute its working capital plan; dilution caused by its outstanding convertible preference shares and outstanding convertible notes; volatility with respect to global trade; global economic, political and market conditions and unrest, including those in Africa, Asia Pacific and EMENA (which is comprised of Europe, Middle
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East and North Africa); risks associated with UTis ongoing business transformation initiative, which include unanticipated difficulties, delays, additional costs and expenses as well as potential billing delays; volatile fuel costs; transportation capacity, pricing dynamics and the ability of UTi to secure space on third party aircraft, ocean vessels and other modes of transportation; changes in interest and foreign exchange rates, particularly with respect to the South African rand; material interruptions in transportation services; risks of international operations; risks associated with, and the potential for penalties, fines, costs and expenses the company may incur as a result of investigations by the governments of Brazil and Singapore into the international air freight and air cargo transportation industry; risks of adverse legal judgments or other liabilities not limited by contract or covered by insurance, including but not limited to the ongoing securities class action lawsuit; UTis ability to retain clients while facing increased competition; the financial condition of UTis clients; disruptions caused by epidemics, natural disasters, conflicts, strikes, wars and terrorism; the impact of changes in UTis effective tax rates; the other risks and uncertainties described herein and in UTis other filings with the SEC; and other factors outside UTis control. All forward-looking statements set forth in this press release are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on UTi or its business or operations. Forward-looking statements set forth in this press release speak only as of the date hereof and UTi does not undertake any obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except as required by law.
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SIGNATURE
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 thereunto duly authorized.
UTi Worldwide Inc. | ||||||
Date: September 4, 2014 | By: | Richard G. Rodick | ||||
Richard G. Rodick | ||||||
Executive Vice President - Finance and Chief Financial Officer |
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