-----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, DGl2XTwkre6PAurv8ID5cUbSoF/XYFSiEcIjPi2ddHjFXGRLWTvfGnvgq8107BcO vznHxygBeFyUDAofz15B/Q== 0001072613-04-001565.txt : 20040818 0001072613-04-001565.hdr.sgml : 20040818 20040818122357 ACCESSION NUMBER: 0001072613-04-001565 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040630 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040818 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: 04983556 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_12902.txt FORM 8-K DATED AUGUST 16, 2004 ================================================================================ 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 16, 2004 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 August 16, 2004, 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 18, 2004 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 16, 2004, of North American Galvanizing & Coatings, Inc. EX-99.1 2 exhibit99-1_12902.txt PRESS RELEASE DATED AUGUST 16, 2004 EXHIBIT 99.1 ------------ NORTH AMERICAN GALVANIZING & COATINGS REPORTS SECOND QUARTER 2004 RESULTS IMPROVED TULSA, OKLAHOMA, August 16, 2004 - North American Galvanizing & Coatings, Inc. (AMEX-NGA) announced today an increase in sales, net earnings and earnings per share for the second quarter of 2004. The Company's net sales for the three months ended June 30, 2004 rose 11.1%% to $9,333,000 compared to sales of $8,398,000 for the same quarter a year ago. Net earnings for the second quarter of 2004 were $106,000, or $.01 per share, fully diluted. The Company's president and chief executive officer, Ronald J. Evans, noted a continuation of the modest increase in construction-related demand for galvanizing the Company experienced in the first quarter of 2004. Compared to 2003, the Company's increased earnings were primarily the result of improved gross profit from cost efficiencies and higher volume and lower interest expense, partially offset by additions to the reserve for collection of doubtful accounts. For the same period a year ago, the Company reported a net loss of $714,000, or $.11 per share, which included a $790,000 net loss related to the closing of an abandoned galvanizing plant. Mr. Evans expressed confidence that North American Galvanizing is positioned to take advantage of its streamlined cost structure as the economy improves, and emphasized that the Company will continue to address improving operating efficiencies. For the first six months of 2004, the Company reported that sales increased 8.8% to $17,891,000 from sales of $16,438,000 for the same period of 2003. Net earnings for the first half of 2004 were $316,000, or $.04 per share fully diluted, compared to a prior year first-half loss of $1,044,000, or $.15 per share, which included a $831,000 net loss for discontinued operations. The Company is a leading provider of hot dip galvanizing and coatings for corrosion protection of fabricated steel products through its North American Galvanizing Company subsidiary. 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 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. Certain factors may cause actual results to differ materially from those contained in the forward looking statements, including economic and regulatory conditions, issues with suppliers, market demand, pricing and competitive factors, among others, which are set forth in the Company's Form 10-K and other filings with the Securities and Exchange Commission. - MORE - 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) 2004 2003 2004 2003 ---------- ---------- ---------- ---------- SALES $ 9,333 $ 8,398 $ 17,891 $ 16,438 Cost of sales 6,635 5,835 12,640 11,837 Selling, general & administrative expenses 1,622 1,413 3,017 2,866 Depreciation expense 698 696 1,382 1,471 ---------- ---------- ---------- ---------- TOTAL COSTS AND EXPENSES 8,955 7,944 17,039 16,174 ---------- ---------- ---------- ---------- OPERATING INCOME 378 454 852 264 Other (income), net -- -- (25) -- Interest expense, net 206 299 367 607 ---------- ---------- ---------- ---------- Income (loss) from Continuing Operations before income taxes 172 155 510 (343) Income tax expense (benefit) 66 79 194 (130) ---------- ---------- ---------- ---------- INCOME (LOSS) FROM CONTINUING OPERATIONS 106 76 316 (213) Discontinued Operations: Loss on discontinued operations, net -- (36) -- (77) Loss on write-off of assets of discontinued operations, net -- (754) -- (754) ---------- ---------- ---------- ---------- NET INCOME (LOSS) $ 106 $ (714) $ 316 $ (1,044) ---------- ---------- ---------- ---------- OTHER COMPREHENSIVE INCOME Reclassification adjustment for realized gain included in net income -- -- (25) -- ---------- ---------- ---------- ---------- OTHER COMPREHENSIVE INCOME $ -- $ -- $ (25) $ -- ---------- ---------- ---------- ---------- COMPREHENSIVE INCOME (LOSS) $ 106 $ (714) $ 291 $ (1,044) ---------- ---------- ---------- ---------- NET INCOME (LOSS) PER COMMON SHARE Continuing Operations: Basic $ 0.02 $ 0.01 $ 0.05 $ (0.03) Diluted $ 0.01 $ 0.01 $ 0.04 $ (0.03) Discontinued Operations: Basic and Diluted $ -- $ (0.12) $ -- $ (0.12) Net Income (Loss): Basic $ 0.02 $ (0.11) $ 0.05 $ (0.15) Diluted $ 0.01 $ (0.11) $ 0.04 $ (0.15)
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