-----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, H/091U0bDqvlk6iPuOslnsrYX69UtiiDyJVs++a60rqM/po+TRqrunXCg/HcRkEw N0ZZZEK228QVkw2bj7lr2w== 0001072613-05-001809.txt : 20050728 0001072613-05-001809.hdr.sgml : 20050728 20050727183715 ACCESSION NUMBER: 0001072613-05-001809 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050727 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20050728 DATE AS OF CHANGE: 20050727 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: 05978489 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_13706.txt FORM 8-K DATED JUNE 1, 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: July 28, 2005) North American Galvanizing & Coatings, Inc. ------------------------------------------- (Exact name of registrant as specified in charter) Delaware 1-3920 71-0268502 -------- ------ ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) 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: [_] 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 REGULATION FD DISCLOSURE On July 27, 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: July 28, 2005 North American Galvanizing & Coatings, Inc. By: /s/ Beth B. Hood ---------------------------- Beth B. Hood Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release, dated July 27, 2005, of North American Galvanizing & Coatings, Inc. EX-99.1 2 exhibit99-1_13706.txt PRESS RELEASE DATED JULY 27, 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: Beth B. Hood Phone: (918) 524-1512 North American Galvanizing & Coatings Announces Second Quarter Results Tulsa, Oklahoma, July 27, 2005 - North American Galvanizing & Coatings, Inc. (AMEX: NGA) announced today that sales for the second quarter ended June 30, 2005 were $12,801,000, up 37% from sales of $9,333,000 for the second quarter a year ago. The Company reported second-quarter 2005 net earnings of $114,000, or $.02 per share fully diluted, compared to net earnings of $106,000, or $.01 per share fully diluted, for the first quarter of 2004. Sales for the three-months and six-months ended June 30, 2005 increased 37% and 23%, respectively, due primarily to contribution from the Canton, Ohio galvanizing facility that was purchased February 28, 2005. Same plant revenues for the second quarter improved 13% over the second quarter last year, based on an increase in demand from fabricators. Same plant revenues for the first half of 2005 increased 7% over the same period in 2004. North American Galvanizing's existing plants experienced slow demand in the first two months of this year. The positive trend in existing plant revenues, starting in March, continued into the second quarter. Interest expense for the second quarter period increased from $206,000 in 2004 to $278,000 in 2005 mainly due to higher debt related to the purchase of the Canton, Ohio galvanizing facility. Mr. Ronald J. Evans, president and chief executive officer, said, "We are pleased to report to our customers and shareholders that the transition of the Canton, Ohio facility purchased in the first quarter continues smoothly. We are also pleased to report a modest improvement in demand being experienced across the balance of our facilities. Our profitability was negatively impacted during the quarter by the inability to pass on our basic raw material zinc price increases and higher than expected legal expenses." 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 purchase of assets from Gregory Industries, Inc. 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. NORTH AMERICAN GALVANIZING & COATINGS, INC. AND SUBSIDIARY Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)
Three Months Ended Six Months Ended June 30 June 30 ------------------- ------------------- (Dollars in Thousands Except per Share Amounts) 2005 2004 2005 2004 - ---------------------------------------------------------------------------------------------------- Sales $ 12,801 $ 9,333 $ 22,081 $ 17,891 Cost of sales 9,691 6,635 16,533 12,640 Selling, general & administrative expenses 1,983 1,622 3,431 3,017 Depreciation expense 646 698 1,265 1,382 -------- -------- -------- -------- Total Costs and Expenses 12,320 8,955 21,229 17,039 -------- -------- -------- -------- Operating Income 481 378 852 852 Interest expense, net 278 206 503 367 Other income -- -- -- (25) -------- -------- -------- -------- Income before income taxes 203 172 349 510 Income tax expense 89 66 138 194 -------- -------- -------- -------- Net Income $ 114 $ 106 $ 211 $ 316 -------- -------- -------- -------- Other Comprehensive Income Unrealized holding gain on investment -- -- -- 12 Less: reclassification adjustment for realized gain included in net income -- -- -- (18) -------- -------- -------- -------- Other Comprehensive Income (Loss) $ -- $ -- $ -- $ (6) -------- -------- -------- -------- Comprehensive Income $ 114 $ 106 $ 211 $ 310 -------- -------- -------- -------- Net Income Per Common Share Net Income Basic $ 0.02 $ 0.02 $ 0.03 $ 0.05 Diluted $ 0.02 $ 0.01 $ 0.03 $ 0.04
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