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

Date of Report (Date of earliest event reported): March 10, 2006

ERICO INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	333-115267	34-0201460
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

30575 Bainbridge Road
Suite 300
Solon, Ohio 44139
(440) 349-2630

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

     On March 10, 2006, ERICO International Corporation issued a press release regarding its consolidated results of operations, financial condition and cash flows for the quarter and year ended December 31, 2005. The text of the press release is included as Exhibit 99.1 to this report and is incorporated herein by reference. The information included in the press release is being furnished under Item 2.02 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 liability of such section.

Item 9.01. Financial Statements and Exhibits

(c)     Exhibits

The following exhibits are being furnished with this Report:

99.1   Press release dated March 10, 2006.

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: March 10, 2006	ERICO INTERNATIONAL CORPORATION
	By:	/s/ William A. Fullmer
		Name: William A. Fullmer
		Title: Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

ERICO International Corporation
Announces Fourth Quarter and Full Year 2005 Results

SOLON, OH – March 10, 2006 — ERICO International Corporation (bond ticker CADDY) today reported results for its fourth quarter and year ended December 31, 2005.

Net sales in the fourth quarter of 2005 were $96.2 million, an increase of $11.5 million, or 13.7%, compared with fourth quarter 2004 net sales of $84.7 million. The increase in net sales was due primarily to increased selling prices and higher sales volumes. This performance is a new record for fourth quarter net sales.

Gross profit in the fourth quarter of 2005 was $33.9 million, up $5.5 million, or 19.4%, from the fourth quarter 2004 gross profit of $28.4 million. The increase in gross profit was due primarily to increased selling prices and higher sales volumes.

Operating expenses in the fourth quarter of 2005 were $25.3 million, up $2.2 million, or 9.5%, from fourth quarter 2004 operating expenses of $23.1 million. As a percentage of net sales, operating expenses decreased to 26.3% in the fourth quarter of 2005 from 27.3% for the fourth quarter of 2004, primarily due to higher sales levels and ongoing control of expenses.

The Company’s net cash provided by operating activities in the fourth quarter of 2005 was $24.0 million, compared with $12.7 million in the fourth quarter of 2004. The Company generated EBITDA of $11.5 million in the fourth quarter of 2005, compared with EBITDA of $10.1 million in the fourth quarter of 2004, an increase of $1.4 million, or 13.7%. See below for the Company’s definition of EBITDA and a reconciliation of EBITDA to net cash provided by operating activities computed in accordance with accounting principles generally accepted in the United States (“GAAP”).

RESULTS FOR THE YEAR ENDED DECEMBER 31, 2005

Net sales for the year ended December 31, 2005 were $390.7 million, up $38.1 million, or 10.8%, from net sales of $352.6 million for the year ended December 31, 2004, setting a new record for annual net sales. The increase in net sales was due primarily to increased selling prices and higher sales volumes.

Gross profit for the year ended December 31, 2005 was $140.0 million, up $15.3 million, or 12.2%, from gross profit of $124.7 million for the year ended December 31, 2004. The increase in gross profit was due primarily to increased selling prices and higher sales volumes.

Operating expenses for the year ended December 31, 2005 were $93.4 million, up $5.6 million, or 6.4%, from operating expenses of $87.8 million for the year ended December 31, 2004. As a percentage of net sales, operating expenses declined to 23.9% for the year ended December 31, 2005 from 24.9% for the year ended December 31, 2004, primarily due to higher sales levels and ongoing control of expenses.

The Company’s net cash provided by operating activities was $47.1 million for the year ended December 31, 2005 compared with $22.7 million for the year ended December 31, 2004. The Company generated EBITDA of $58.5 million for the year ended December 31, 2005, up $7.4 million, or 14.6%, from EBITDA of $51.1 million for the year ended December 31, 2004. With this performance, the Company set a new record for annual EBITDA generation.

ERICO is a leading designer, manufacturer and marketer of precision-engineered specialty metal products serving global niche product markets in a diverse range of electrical, construction, utility and rail applications. The Company is headquartered in Solon, Ohio, USA, with a network of sales locations serving more than 25 countries and with manufacturing and distribution facilities worldwide. ERICO’s well-known brand names include: CADDY® fixings, fasteners and supports; CADWELD® welded electrical connections; CRITEC® surge protection devices; ERICO® rail bonds and specialty products; ERIFLEX® low-voltage components; ERITECH® electrical products; and LENTON® concrete reinforcement. Visit ERICO online at www.erico.com.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

Statements in this release that are not historical facts are forward-looking statements, as that term is defined by the federal securities laws, and can be identified by the use of terminology such as “believe,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “continue,” “positioned,” “strategy” and similar expressions. These statements are only the Company’s predictions and not guarantees of future performance. The Company’s actual results may differ materially from those contained in the forward-looking statements in this release as a result of risks, uncertainties and contingencies that include, without limitation, general economic conditions in the markets in which the Company operates, industry related and other factors such as the availability of sufficient amounts of raw materials, particularly steel and copper, and the Company’s ability to acquire these raw materials on an economic basis; risks associated with foreign operations, including fluctuations in exchange rates of foreign currencies; competitive pressures on pricing; operational issues at the Company’s facilities; availability of financing to fund operations at anticipated rates and terms; prolonged work stoppages; governmental or regulatory policies; product warranty, product liability and product recall costs; rapid increases in health care costs; the Company’s acquisition activities; the Company’s substantial debt and leverage and ability to service its debt; the restrictive covenants contained in the agreements governing the Company’s indebtedness; the Company’s ability to realize revenue growth; the Company’s ability to implement initiatives designed to increase operating efficiencies and improve results; the loss of major customers; acts of war or terrorism; and other risks and uncertainties set forth under “Risk Factors” in the Company’s SEC filings, including its Annual Report on Form 10-K filed with the SEC on March 10, 2006 and available at www.sec.gov. The Company undertakes no obligation, except as required by law, to update these statements.

ERICO International Corporation and Subsidiaries
Condensed Consolidated Statements of Income
(Dollars in Thousands)

	Three Months Ended					Year Ended
	December 31,					December 31,
	2005		2004			2005		2004
	(Unaudited)
Net sales	$	96,222	$	84,658		$	390,735	$	352,618
Cost of sales		62,330		56,262			250,738		227,870
Gross profit		33,892		28,396			139,997		124,748
Operating expenses		25,303		23,103			93,361		87,770
Operating income		8,589		5,293			46,636		36,978
Interest expense, net		3,765		3,809			15,208		15,083
Foreign exchange loss (gain) net		129		(1,712	)		791		(1,893	)
Other expense		—		—			—		1,736
Income before income taxes		4,695		3,196			30,637		22,052
Provision for income taxes		956		1,258			10,274		8,684
Net income	$	3,739	$	1,938		$	20,363	$	13,368

ERICO International Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(Dollars in Thousands, Except Per Share Data)

	December 31,			December 31,
	2005			2004
Assets
Current assets:
Cash and cash equivalents	$	19,561		$	2,321
Trade accounts receivable, net		54,802			50,485
Inventories, net		46,710			59,600
Other current assets		6,758			8,909
Total current assets		127,831			121,315
Property, plant and equipment, net		42,799			52,522
Goodwill		95,524			101,303
Other intangible assets, net		36,802			36,905
Other assets		8,315			10,676
Total assets	$	311,271		$	322,721
Liabilities and stockholder’s net investment
Current liabilities:
Trade accounts payable	$	29,157		$	26,422
Accrued compensation		15,699			13,446
Dividend payable		11,000			15,000
Other current liabilities		20,344			21,874
Total current liabilities		76,200			76,742
Long-term debt		141,675			152,175
Deferred income taxes		26,561			28,894
Other long-term liabilities		13,852			16,785
Stockholder’s net investment:
Common stock, par value $1.00 per share, 1,500,000 shares authorized, 1 share issued and outstanding		—			—
Parent company investment		56,202			46,699
Accumulated other comprehensive (loss) income		(3,219	)		1,426
Total stockholder’s net investment		52,983			48,125
Total liabilities and stockholder’s net investment	$	311,271		$	322,721

ERICO International Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Dollars in Thousands)

	Year Ended December 31,
	2005			2004
Operating activities
Net income	$	20,363		$	13,368
Depreciation and amortization		12,663			12,184
Other operating activities		14,104			(2,887	)
Net cash provided by operating activities		47,130			22,665
Investing activities
Capital expenditures		(3,649	)		(3,571	)
Other investing activities		(572	)		(93	)
Net cash used in investing activities		(4,221	)		(3,664	)
Financing activities
Net transfers from parent company		140			663
Dividends paid		(15,000	)		(25,000	)
Net payments on revolving line of credit		—			(38,000	)
Proceeds from issuance of subordinated debt		—			121,500
Principal payments on long-term debt		(10,500	)		(72,950	)
Financing fees paid		—			(5,583	)
Net cash used in financing activities		(25,360	)		(19,370	)
Effect of exchange rate changes on cash and cash equivalents		(309	)		269
Increase (decrease) in cash and cash equivalents		17,240			(100	)
Cash and cash equivalents at beginning of period		2,321			2,421
Cash and cash equivalents at end of period	$	19,561		$	2,321

The Company defines EBITDA, a non-GAAP financial measure, as net income plus income taxes, interest expense, net, depreciation, amortization and certain other non-cash, non-recurring items. The Company has chosen to present EBITDA because the Company believes it is a widely accepted financial indicator of a company’s ability to service and incur indebtedness and because EBITDA is used in the Company’s financial debt covenants. Additionally, management uses EBITDA, among other financial measures, for planning and forecasting purposes. However, EBITDA should not be considered as an alternative to net cash provided by operating activities as a measure of liquidity in accordance with GAAP. Since EBITDA is not calculated identically by all companies, the Company’s method of computation may not be comparable to those disclosed by other companies. Following is a reconciliation of EBITDA to net cash provided by operating activities, which the Company believes is the most directly comparable GAAP measure of a company’s ability to service and incur indebtedness:

	Three Months Ended						Year Ended
	December 31,						December 31,
	2005			2004			2005			2004
Net cash provided by operating activities	$	23,995		$	12,744		$	47,130		$	22,665
Interest expense, net		3,765			3,809			15,208			15,083
Provision for income taxes		956			1,258			10,274			8,684
Foreign exchange (loss) gain, net		(129	)		1,712			(791	)		1,893
(Provision) benefit for deferred income taxes		(127	)		(5,062	)		1,218			(4,372	)
Amortization of financing fees and discount on senior subordinated notes included in interest expense, net		(222	)		(224	)		(891	)		(910	)
Net changes in operating assets and liabilities		(16,709	)		(4,097	)		(13,640	)		8,012
EBITDA	$	11,529		$	10,140		$	58,508		$	51,055

Contact:	Polly Bloom
	Investor Relations
	(440) 542-1304