-----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, DhxuntsNlaY4n9pvNAKKXYh912x+bxu+AsCatQalY6i//NwFs3ftJ16flHHrTsJT 0I/vIFy78QBZbu8OJfA2dA== 0001072613-03-001319.txt : 20030811 0001072613-03-001319.hdr.sgml : 20030811 20030811123239 ACCESSION NUMBER: 0001072613-03-001319 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030808 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH AMERICAN GALVANIZING & COATINGS INC CENTRAL INDEX KEY: 0000055805 STANDARD INDUSTRIAL CLASSIFICATION: COATING, ENGRAVING & ALLIED SERVICES [3470] IRS NUMBER: 710268502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03920 FILM NUMBER: 03833813 BUSINESS ADDRESS: STREET 1: 2250 EAST 73RD STREET STREET 2: SUITE 300 CITY: TULSA STATE: OK ZIP: 74136-6832 BUSINESS PHONE: (918)494-0964 MAIL ADDRESS: STREET 1: 2250 EAST 73RD STREET STREET 2: SUITE 300 CITY: TULSA STATE: OK ZIP: 74136-6832 FORMER COMPANY: FORMER CONFORMED NAME: KINARK CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: KIN ARK OIL CO DATE OF NAME CHANGE: 19690601 FORMER COMPANY: FORMER CONFORMED NAME: KIN ARK OIL & GAS CO DATE OF NAME CHANGE: 19680906 8-K 1 form8-k_12164.txt NORTH AMERICAN GALVANIZING & COATINGS, INC. ================================================================================ 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): August 8, 2003 NORTH AMERICAN GALVANIZING & COATINGS, INC. (Exact name of registrant as specified in charter) DELAWARE 1-3920 71-0268502 -------- ------ ---------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 2250 EAST 73RD STREET, OKLAHOMA 74136-6832 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code): (918) 494-0964 NOT APPLICABLE (Former name or former address, if changed since last report.) ================================================================================ ITEM 9. REGULATION FD DISCLOSURE On August 8, 2003, North American Galvanizing & Coatings, Inc. issued a press release in the form attached as Exhibit 99.1, which is incorporated herein by reference. The furnishing of this information shall not be deemed an admission as to the materiality of the information included in this Current Report. This information is not filed but is furnished pursuant to Regulation FD. 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 11, 2003 North American Galvanizing & Coatings, Inc. By: /s/ Paul R. Chastain --------------------------------------- Paul R. Chastain Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release, dated August 8, 2003, of North American Galvanizing & Coatings, Inc. EX-99.1 3 exh99-1_12164.txt PRESS RELEASE DATED AUGUST 8, 2003 EXHIBIT 99.1 ------------ NORTH AMERICAN GALVANIZING & COATINGS ANNOUNCES SECOND QUARTER RESULTS TULSA, OKLAHOMA, August 8, 2003 - North American Galvanizing & Coatings (AMEX-NGA) announced today that the Company's second quarter 2003 galvanizing and coatings business recorded increased sales and returned to profitable operations. The Company also announced the write-off of an abandoned galvanizing plant in Houston, resulting in a charge to discontinued operations in the second quarter of 2003. The Company's income from continuing operations of $76,000, or $.01 per share, for the second quarter ended June 30, 2003 compared to a loss of $289,000, or $.04 per share, for the first quarter of 2003. Sales for the second quarter of 2003 increased 4.5% to $8,398,000 compared to sales of $8,040,000 for the first quarter of 2003. For the second quarter of 2002, the Company reported income from continuing operations of $441,000 and sales of $10,103,000. For the second quarter of 2003, the Company reported a net loss of $714,000, or $.11 per share, including the loss from discontinued operations of $790,000, or $.12 per share. For the second quarter of 2002, the Company reported net income of $392,000, or $.06 per share, including the loss from discontinued operations of $49,000, or $.01 per share. Ronald J. Evans, president and chief executive officer, said, "Order volume began the expected gradual improvement over the Company's 2003 first quarter. As a direct result of cost-cutting measures implemented during the first quarter, the Company achieved profitability in the second quarter of 2003 under adverse economic conditions. A continuation of downward pressure on selling prices due to the weak market and competitive conditions, adversely impacted our galvanizing and coatings operations for the first six months of 2003" Mr. Evans added, "Despite increased sales in the second quarter of 2003, we are still experiencing significantly lower market demand for galvanizing compared to last year, a reflection of depressed economic conditions." North American Galvanizing is a leading provider of hot dip galvanizing and coatings for corrosion protection of fabricated steel products. The Company conducts its galvanizing and coatings business through a network of plants located in Denver, Hurst (Dallas/Fort Worth), Houston, Kansas City, Louisville, Nashville, St. Louis and the Tulsa area. Hot dip galvanizing provides metals corrosion protection for many product applications used in commercial, construction and industrial markets. Our home page on the internet is: www.nagalv.com. Cautionary Statement. Statements in this news release that are not strictly historical may be "forward looking" statements, which involve risks and uncertainties. These include economic and regulatory conditions, issues with suppliers, market demand, pricing and competitive factors, among others, which are set forth in the Company's Securities and Exchange filings. NORTH AMERICAN GALVANIZING & COATINGS, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 ---------------------- ---------------------- (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS) 2003 2002 2003 2002 - ----------------------------------------------- -------- -------- -------- -------- SALES $ 8,398 $ 10,103 $ 16,438 $ 19,320 Cost of sales 5,835 6,857 11,837 13,216 Selling, general & administrative expenses 1,413 1,495 2,866 2,873 Depreciation expense 696 749 1,471 1,499 -------- -------- -------- -------- TOTAL COSTS AND EXPENSES 7,944 9,101 16,174 17,588 -------- -------- -------- -------- OPERATING INCOME 454 1,002 264 1,732 Interest expense, net 299 279 607 566 -------- -------- -------- -------- Income (loss) from Continuing Operations before income taxes 155 723 (343) 1,166 Income tax expense (benefit) 79 282 (130) 451 -------- -------- -------- -------- INCOME (LOSS) FROM CONTINUING OPERATIONS 76 441 (213) 715 Discontinued Operations: Loss on discontinued operations, net (36) (49) (77) (99) Loss on write-off of assets of discontinued operations, net (754) -- (754) -- -------- -------- -------- -------- NET INCOME (LOSS) $ (714) $ 392 $ (1,044) $ 616 ======== ======== ======== ======== NET INCOME (LOSS) PER COMMON SHARE Continuing Operations: Basic $ 0.01 $ 0.07 $ (0.03) $ 0.10 Diluted $ 0.01 $ 0.06 $ (0.03) $ 0.09 Discontinued Operations: Basic $ (0.12) $ (0.01) $ (0.12) $ (0.01) Diluted $ (0.12) $ (0.01) $ (0.12) $ (0.01) Net Income (Loss): Basic $ (0.11) $ 0.06 $ (0.15) $ 0.09 Diluted $ (0.11) $ 0.05 $ (0.15) $ 0.08
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