Current Report Filing (8-k)

 

 

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

August 8, 2019

( Date of Report, Date of Earliest Event Reported )

 

COVIA HOLDINGS CORPORATION

( Exact Name of Registrant as Specified in Charter )

 

001-38510

( Commission File Number )

 

Delaware		13-2656671
( State or Other Jurisdiction of Incorporation or Organization )		( I.R.S. Employer Identification No. )
3 Summit Park Drive, Suite 700, Independence, Ohio		44131
(Address of Principal Executive Offices)		(Zip Code)

 

[phone]

( Registrant’s Telephone Number, Including Area Code )

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 mater ial 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))

Securities registered pursuant to Section 12(b) of the Act :

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CVIA	New York Stock Exchange

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.		☐

 

 

 

 

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Item 2.02 Results of Operations and Financial Condition.

On August 8, 2019, Covia Holdings Corporation (“we,” “us,” “our” or “registrant”) issued a press release reporting our financial results for the second quarter of fiscal 2019.  The press release provided information regarding segment contribution margin, EBITDA and adjusted EBITDA, which are non-GAAP financial measures, as that term is defined by Rule 101 of Regulation G (17 CFR Part 244) and Item 10 of Regulation S-K (17 CFR Part 229).  We define segment contribution margin as segment revenue less segment cost of sales, excluding any depreciation, depletion and amortization expenses, selling, general, and administrative costs, and operating costs of idled facilities and excess railcar capacity.  We define EBITDA as net income from continuing operations before interest expense, income tax expense, depreciation, depletion and amortization, and adjusted EBITDA as EBITDA before non-cash stock-based compensation, merger-related expenses, restructuring charges, asset impairments and certain other income or expenses.  

The press release posted in the Investor Relations section of our website contains a presentation of the most directly comparable financial measure calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and a reconciliation of each such non-GAAP financial measure to the most directly comparable financial measure calculated and presented in accordance with GAAP.  We believe the presentation of the non-GAAP financial measures enhance an investor’s understanding of our financial performance.  In addition, our management uses the non-GAAP financial measures to assess the results of our operations.  Non-GAAP financial information should not be considered in isolation or viewed as a substitute for net income or other measures of performance as defined by GAAP.  Moreover, non-GAAP financial information as reported by us is not necessarily comparable to other similarly titled measures of other companies due to the potential inconsistencies in the method of presentation and items considered.

Attached as Exhibit 99.1 to this Form 8-K is a copy of the press release, including information concerning forward-looking statements and factors that may affect our future results.  The information in Exhibit 99.1 shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.  By furnishing the information in this Form 8-K and the attached exhibit, we are making no admission as to the materiality of any information in this Form 8-K or the exhibit.

Item 7.01 Regulation FD Disclosure.

On August 8, 2019, we posted an investor presentation to the Investor Relations section of our website.  The presentation includes non-GAAP financial measures.  The presentation includes a reconciliation of each non-GAAP financial measure to the most directly comparable financial measure calculated and presented in accordance with GAAP.  See Item 2.02 above for more information regarding our use of non-GAAP financial measures.

Attached as Exhibit 99.2 to this Form 8-K is a copy of the investor presentation, including information concerning forward-looking statements and factors that may affect our future results.  The information in Exhibit 99.2 shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.  By furnishing the information in this Form 8-K and the attached exhibit, we are making no admission as to the materiality of any information in this Form 8-K or the exhibit.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits.

 

	Exhibit No.	Description
	99.1	Covia Holdings Corporation press release dated August 8, 2019 .
	99.2	Covia Holdings Corporation investor presentation dated August 8, 2019 .

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

		COVIA HOLDINGS CORPORATION
Date:	August 8, 2019	/s/ Andrew D. Eich
		Andrew D. Eich
		Executive Vice President and Chief Financial Officer