-----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, UmdoLh1vmNGXMO80tH8OknCF7VtGuhzt548YaAKmU4E0aHHRQlWmIKoRZiSq7KPt V6e+QSx9E19QwyzGMmVIqg== 0001072613-03-001746.txt : 20031106 0001072613-03-001746.hdr.sgml : 20031106 20031106105644 ACCESSION NUMBER: 0001072613-03-001746 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031005 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031106 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: 03981277 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_12322.txt FORM 8-K DATED NOVEMBER 5, 2003 ================================================================================ 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): November 5, 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 File Number) (IRS Employer incorporation) 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 November 5, 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: November 6, 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 November 5, 2003, of North American Galvanizing & Coatings, Inc. EX-99.1 3 exhibit99-1_12322.txt PRESS RELEASE DATED NOVEMBER 5, 2003 EXHIBIT 99.1 ------------ NORTH AMERICAN GALVANIZING & COATINGS ANNOUNCES THIRD QUARTER RESULTS TULSA, OKLAHOMA, November 5, 2003 - North American Galvanizing & Coatings (AMEX-NGA) announced today sales of $8,516,000 for the third quarter of 2003 compared to sales of $9,915,000 for the third quarter of 2002. For the third quarter of 2003, the Company reported net income of $90,000, or $.01 per share, compared to net income of $338,000, or $.05 per share for the third quarter of 2002. The Company amended its bank credit agreement, as a part of its routine treasury management, during the third quarter of 2003. Debt maturities were extended to January 1, 2005. Additionally, the Company received an interest refund of $311,000 associated with its tax-deferred debt for the first nine months of 2003. The variable interest rate for a sinking fund associated with the tax-deferred debt was adjusted to be in line with current market rates. Ronald J. Evans, president and chief executive officer, said, "The gradual improvement in order volume experienced in the second quarter held into the Company's third quarter ended September 30, 2003. As a direct result of cost-cutting measures implemented earlier in the year, the Company maintained profitability under adverse economic conditions. A continuation of downward pressure on selling prices due to the weak market and competitive conditions negatively impacted our galvanizing and coatings operations for the first nine months of 2003." Mr. Evans added, "We are still experiencing significantly lower market demand for galvanizing compared to last year, a reflection of the depressed conditions in the capital goods sector." 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 NINE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 ----------------------- ----------------------- (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS) 2003 2002 2003 2002 - ----------------------------------------------- ---------- ---------- ---------- ---------- SALES $ 8,516 $ 9,915 $ 24,954 $ 29,235 Cost of sales 6,122 6,805 17,959 20,021 Selling, general & administrative expenses 1,597 1,456 4,463 4,329 Depreciation expense 717 765 2,188 2,264 ---------- ---------- ---------- ---------- TOTAL COSTS AND EXPENSES 8,436 9,026 24,610 26,614 ---------- ---------- ---------- ---------- OPERATING INCOME 80 889 344 2,621 Interest (income) expense, net (109) 270 498 836 Income (loss) from Continuing Operations before income taxes 189 619 (154) 1,785 Income tax expense (benefit) 99 227 (31) 678 ---------- ---------- ---------- ---------- INCOME (LOSS) FROM CONTINUING OPERATIONS 90 392 (123) 1,107 Discontinued Operations: Loss on discontinued operations, net --- (54) (77) (153) Loss on write-off of assets of discontinued operations, net --- --- (754) --- ---------- ---------- ---------- ---------- NET INCOME (LOSS) $ 90 $ 338 $ (954) $ 954 ========== ========== ========== ========== NET INCOME (LOSS) PER COMMON SHARE Continuing Operations: Basic $ 0.01 $ 0.06 $ (0.02) $ 0.16 Diluted $ 0.01 $ 0.05 $ (0.02) $ 0.15 Discontinued Operations: Basic $ --- $ (0.01) $ (0.12) $ (0.02) Diluted $ --- $ (0.01) $ (0.12) $ (0.02) Net Income (Loss): Basic $ 0.01 $ 0.05 $ (0.14) $ 0.14 Diluted $ 0.01 $ 0.05 $ (0.14) $ 0.13
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