-----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, SIC+JjfWI0KHjESStenevwKOG5D2/aBTttyquG03CXOeJ3RwmCLjiJG/d97mbhnt /C8c0TYUlmGVjY8AL8PjaA== 0001072613-05-000570.txt : 20050302 0001072613-05-000570.hdr.sgml : 20050302 20050302132224 ACCESSION NUMBER: 0001072613-05-000570 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050225 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050302 DATE AS OF CHANGE: 20050302 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: 05653349 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_13317.txt NORTH AMERICAN GALVANIZING & COATINGS, INC. 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): February 25, 2005 ----------------- North American Galvanizing & Coatings, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-3920 71-0268502 -------- ------ ---------- (State or other (Commission (IRS Employer jurisdiction File Number) Identification Number) of incorporation) 2250 East 73rd Street Tulsa, 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) 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 (SEE General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material 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)) ================================================================================ ITEM 2.02 - RESULTS OF OPERATIONS AND FINANCIAL CONDITION On February 25, 2005, North American Galvanizing & Coatings, Inc. (the "Company") issued a press release (the "Earnings Release") containing information about the Company's results of operations for the quarter and year ended December 31, 2004. A copy of the Earnings Release is attached hereto as Exhibit 99.1 ITEM 8.01 - OTHER ITEMS After issuing the Earnings Release, the Company discovered that there was a rounding error relating to the earnings per share information contained in the Earnings Release. The Company reported basic and diluted earnings (loss) per share of $(0.03) for the quarter ended December 31, 2004 and $0.05 for the year ended December 31, 2004. After adjusting for the rounding error, the basic and diluted earnings (loss) per share for the quarter ended December 31, 2004 were $(0.02), and the basic and diluted earnings per share for the year ended December 31, 2004 were $0.06 and $0.05, respectively. ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits -------- 99.1 Press Release dated February 25, 2005. 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. NORTH AMERICAN GALVANIZING & COATINGS, INC. Date: March 2, 2005 By: /s/ Paul R. Chastain -------------------------------- Name: Paul R. Chastain Title: Vice President and Chief Financial Officer EXHIBIT INDEX ------------- 99.1 Press Release dated February 25, 2005. EX-99.1 2 exhibit99-1_13317.txt PRESS RELEASE DATED FEBRUARY 25, 2005 EXHIBIT 99.1 ------------ NEWS RELEASE NORTH AMERICAN GALVANIZING & COATINGS, INC. 2250 EAST 73RD STREET - SUITE 300 - TULSA, OK 74136 (918)494-0964 - FAX: (918)494-3999 FOR IMMEDIATE RELEASE: Contact: Paul R. Chastain Phone: (918)524-1506 NORTH AMERICAN GALVANIZING & COATINGS ------------------------------------- ANNOUNCES 2004 FOURTH QUARTER AND ANNUAL RESULTS ------------------------------------------------ TULSA, OKLAHOMA, February 25, 2005 - North American Galvanizing & Coatings, Inc. (AMEX: NGA) announced today that sales increased 7.9% to $35,822,000 for the year ended December 31, 2004. Net earnings for 2004 were $403,000, or $.05 per share, compared to a net loss of $1,013,000, or $.15 per share, for 2003. "North American Galvanizing benefited from a modest upturn in activity from key customers serving power distribution, communications, highway and recreational markets," said the Company's President and CEO, Ronald J. Evans. "Volume for 2004 did not reflect the improvement in the economy that we expected. Based on this limited improvement in demand for galvanizing, our earnings from continuing operations rose to $403,000 for 2004 compared to a loss of $182,000 for 2003." In 2003, the Company took a charge to discontinued operations of $831,000 to write-off an abandoned plant. For the fourth quarter of 2004, sales increased 4.1% to $8,583,000 from $8,246,000 for the comparable quarter of 2003. A seasonal-related slowing of business activity in the final quarter of 2004, combined with increased legal expenses, resulted in a fourth quarter 2004 net loss of $142,000, or $.03 per share, compared to a net loss of $59,000, or $.01 per share for 2003. New Development. On Thursday, February 24, 2005 the Company announced a tentative agreement had been reached to acquire the hot-dip galvanizing assets of Gregory Galvanizing located in Canton, Ohio. Commenting on the transaction which is expected to be finalized before the end of this month, Mr. Evans said, "The Canton, Ohio multi-kettle facility will expand North American Galvanizing's service area into the northeast region of the United States. With annual sales of approximately $7,000,000, the purchase is expected to add significantly to North American Galvanizing's 2004 reported revenues of approximately $36,000,000." 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 coating business through a network of plants located in Denver, Hurst (Dallas/Forth 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. This press release contains statements, estimates, or projections that constitute "forward-looking statements" as defined under U.S. securities laws, including, but not limited to, statements made concerning the acquisition of assets from Gregory Galvanizing and the financial impacts thereof. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from such forward-looking statements and management's present expectations or projections. These risks and uncertainties include, but are not limited to, the ability of the Company to complete the acquisition and the impact of the acquisition on the Company's future sales, as well as the risk factors described in the Company's SEC filings including the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2004. NORTH AMERICAN GALVANIZING & COATINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS & COMPREHENSIVE INCOME UNAUDITED
THREE MONTHS ENDED YEAR ENDED DECEMBER 31 DECEMBER 31 ---------------------------- ---------------------------- (Dollars in Thousands, Except per Share Amounts) 2004 2003 2004 2003 - ------------------------------------------------ ------------ ------------ ------------ ------------ SALES $ 8,583 $ 8,246 $ 35,822 $ 33,200 Cost of sales 6,449 5,874 25,814 23,833 Selling, general & administrative expenses 1,530 1,529 5,917 5,992 Depreciation expense 633 692 2,701 2,880 ------------ ------------ ------------ ------------ TOTAL COSTS AND EXPENSES 8,612 8,095 34,432 32,705 ------------ ------------ ------------ ------------ OPERATING INCOME (LOSS) (29) 151 1,390 495 Other income -- -- (25) -- Interest expense, net 199 156 764 654 ------------ ------------ ------------ ------------ Income (loss) from Continuing Operations before income taxes (228) (5) 651 (159) Income tax expense (benefit) (86) 54 248 23 ------------ ------------ ------------ ------------ INCOME (LOSS) FROM CONTINUING OPERATIONS (142) (59) 403 (182) Discontinued Operations Loss -- -- -- (831) ------------ ------------ ------------ ------------ NET INCOME (LOSS) $ (142) ($ 59) $ 403 $ (1,013) ============ ============ ============ ============ OTHER COMPREHENSIVE INCOME (LOSS) Unrealized holding gain on investment gain -- -- 12 6 Reclassification adjustment for realized gain included in net income -- -- (16) -- ------------ ------------ ------------ ------------ Other Comprehensive Income (Loss) -- -- (4) 6 ------------ ------------ ------------ ------------ COMPREHENSIVE INCOME (LOSS) $ (142) $ (59) $ 399 $ (1,007) ============ ============ ============ ============ NET INCOME (LOSS) PER COMMON SHARE Continuing Operations Basic and Diluted $ (.03) $ (.01) $ 0.05 $ (.03) Discontinued Operations Basic and Diluted -- -- -- $ (.12) Net Income (Loss) ------------ ------------ ------------ ------------ Basic and Diluted $ (.03) $ (.01) $ 0.05 $ (.15) ============ ============ ============ ============
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