-----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, HCd2uTeVH7pBXGqktGRxYD4bDY9cX87adizqeFnJOTBDqmyLJP8QYQu5BW1SzF9V MuW7b4GjdrQKrDCj4OU7GA== 0001072613-05-001260.txt : 20050518 0001072613-05-001260.hdr.sgml : 20050518 20050518162010 ACCESSION NUMBER: 0001072613-05-001260 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050510 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050518 DATE AS OF CHANGE: 20050518 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: 05841987 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 form8k_13554.txt FORM 8-K (MAY 10, 2005) ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________ FORM 8-K _____________ PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported: May 10, 2005 NORTH AMERICAN GALVANIZING & COATINGS, INC. -------------------------------------------------- (Exact name of registrant as specified in charter) DELAWARE 1-3920 71-0268502 - ---------------------------- ----------- ------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 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 7.01 REGULATON FD DISCLOSURE On May 10, 2005, 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: May 18, 2005 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 May 10, 2005, of North American Galvanizing & Coatings, Inc. EX-99.1 2 exh99-1_13554.txt PRESS RELEASE 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 FIRST QUARTER RESULTS TULSA, OKLAHOMA, May 10, 2005 - North American Galvanizing & Coatings, Inc. (AMEX: NGA) announced today that sales for the first quarter ended March 31, 2005 were $9,280,000, up 8.4% from sales of $8,558,000 for the first quarter a year ago. The Company reported first-quarter 2005 net earnings of $97,000, or $.01 per share fully diluted, compared to net earnings of $210,000, or $.03 per share fully diluted, for the first quarter of 2004. Commenting on the results for the first quarter, Ronald J. Evans, president and chief executive officer, said, "Higher sales for this first quarter reflect a one-month contribution from the Canton, Ohio galvanizing facility that was purchased February 28, 2005. Additionally, in March we began to experience the anticipated increase in business projected by our customers, resulting in a 5.2% same plant volume improvement over the same month a year ago. Earnings for the first quarter of 2005 were lower than the same period a year ago, reflecting sharply lower volume in January and February, higher raw material and energy costs, and increased interest expense associated with the Canton facility purchase." The Company recently released its 2004 Annual Report and announced its Annual Meeting of Stockholders would be held on May 26, 2005. 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 Canton, Ohio; 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 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 April 14, 2005. - MORE - NORTH AMERICAN GALVANIZING & COATINGS, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) THREE MONTHS ENDED MARCH 31 ------------------------------- (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS) 2005 2004 - ------------------------------------------------------------------------------- SALES $ 9,280 $ 8,558 Cost of sales 6,842 6,005 Selling, general & administrative expenses 1,448 1,395 Depreciation expense 619 684 ------------ ------------ TOTAL COSTS AND EXPENSES 8,909 8,084 ------------ ------------ OPERATING INCOME (LOSS) 371 474 Interest expense, net 225 161 Other income -- (25) ------------ ------------ Income (Loss) before income taxes 146 338 Income tax expense (benefit) 49 128 ------------ ------------ NET INCOME (LOSS) $ 97 $ 210 ------------ ------------ OTHER COMPREHENSIVE INCOME (LOSS) Unrealized holding gain on investment -- 19 Less: reclassification adjustment for realized gain included in net income -- (25) ------------ ------------ OTHER COMPREHENSIVE INCOME (LOSS) $ -- $ (6) ------------ ------------ COMPREHENSIVE INCOME (LOSS) $ 97 $ 204 ------------ ------------ NET INCOME (LOSS) PER COMMON SHARE Continuing Operations: Basic $ 0.01 $ 0.03 Diluted $ 0.01 $ 0.03 Net Income (Loss): Basic $ 0.01 $ 0.03 Diluted $ 0.01 $ 0.03 -----END PRIVACY-ENHANCED MESSAGE-----