UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): October 6, 2009
AZZ
incorporated
(Exact
name of Registrant as specified in its charter)
|
TEXAS
(State
or Other Jurisdiction of Incorporation or Organization)
|
1-12777
Commission
File No.
|
75-0948250
(I.R.S.
Employer Identification Number)
|
|
One
Museum Place, Suite 500
3100
W. 7th
Street
Fort Worth, TX 76107
(Address
of principal executive offices, including zip code)
|
|
Registrant’s
Telephone Number, including Area Code:
|
(817)
810-0095
|
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))
|
Section
7-Regulation FD
Item
7.01 Regulation FD Disclosure.
Attached
hereto as Exhibit 99.1 are materials to be used by representatives of AZZ
incorporated, a Texas corporation (the “Company”), in future presentations to
the financial community.
Pursuant
to General Instruction B.2 of Form 8-K, the information in Item 7.01 of
this Form 8-K, shall not be deemed to be “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, and is not incorporated
by reference into any filing of the Company, whether made before or after the
date hereof, regardless of any general incorporation language in any such
filing.
The
information contained herein is summary information that is intended to be
considered in the context of our SEC filings and other public announcements that
we may make, by press release or otherwise, from time to time.
The
Company undertakes no duty or obligation to publicly update or revise the
information contained in this report, although the Company may do so from time
to time as management of the Company believes is warranted. Any such updating
may be made through the filing of other reports or documents with the SEC,
through press releases or through other public disclosure.
In
connection with such future presentations to the financial community,
reconciliations between EBITDA (as defined below) and net income and between
Free Cash Flow (as define below) to cash provided by operating activities are
provided as follows. As used by the Company, these terms may differ from
similarly captioned measures used by other companies.
“EBITDA”,
a non-GAAP financial measure, is defined as net income before interest, taxes,
depreciation and amortization. The Company presents EBITDA because it
considers such information an important supplemental measure of its performance
and believes it is frequently used by securities analysts, investors and other
interested parties in the evaluation of companies with comparable market
capitalization, many of which present EBITDA when reporting their
results. The Company also uses EBITDA for the following purposes: (1)
the Company’s credit agreement uses EBITDA to measure compliance with covenants,
such as fixed charge coverage and debt incurrence; (2) EBITDA is also used by
potential lenders to evaluate potential transactions with the Company; and (3)
EBITDA is also used by the Company to evaluate and price potential acquisition
candidates.
EBITDA
has limitations as an analytical tool, and you should not consider it in
isolation or as a substitute for analysis of the Company’s results as reported
under GAAP. Some of these limitations are: (a) EBITDA does not
reflect changes in, or cash requirements for, the Company’s working capital
needs, (b) EBITDA does not reflect the significant interest expense, or the cash
requirements necessary to service interest or principal payments on the
Company’s debts; and (c) although depreciation and amortization are non-cash
charges, the assets being depreciated and amortized may have to be replaced in
the future, and EBITDA does not reflect any cash requirements for such capital
expenditures. Because of these limitations, EBITDA should not be
considered as a principal indicator of the Company’s performance. The
Company compensates for these limitations by relying primarily on the Company’s
GAAP results and using EBITDA only on a supplemental basis.
Free Cash
Flow (“FCF”), also a non-GAAP financial measure, is defined as cash provided by
operating activities less cash disbursed for capital expenditures excluding
acquisitions. The Company presents FCF because it considers such
information an important supplemental measure of performance and believes it is
frequently used by securities analysts, investors and other interested parties
in the evaluation of companies with comparable market capitalization to the
Company, many of which present FCF when reporting their results.
FCF has
limitations as an analytical tool, and you should not consider it in isolation
or as a substitute for analysis of the Company’s results as reported under
GAAP. These limitations include that FCF excludes significant cash
flows, such as principal payments on debt. Because of these
limitations, FCF should not be considered as a principal indicator of the
Company’s performance. The Company compensates for these limitations
by relying primarily on the Company’s GAAP results and using FCF only on a
supplemental basis.
(Financial
tables follow.)
|
EBITDA
Reconciliation
|
|||||||||||||||||||||||||||||
|
The
reconciliation of EBITDA with net income is as follows (in
thousands):
|
|||||||||||||||||||||||||||||
|
Actual
Year Ended
|
Projected
Year Ended 2/28/10
|
||||||||||||||||||||||||||||
|
2/28/05
|
2/28/06
|
2/28/07
|
2/29/08
|
2/28/09
|
(Range)
|
||||||||||||||||||||||||
|
Net
Income
|
$ | 4,812 | $ | 7,827 | $ | 21,604 | $ | 27,688 | $ | 42,206 | $ | 37,300 |
to
|
$ | 38,500 | ||||||||||||||
|
Plus:
|
|||||||||||||||||||||||||||||
|
Income
Tax Expense
|
$ | 2,594 | $ | 4,204 | $ | 12,859 | $ | 16,145 | $ | 24,704 | $ | 22,400 |
to
|
$ | 23,100 | ||||||||||||||
|
Interest
Expense
|
$ | 1,637 | $ | 1,689 | $ | 1,495 | $ | 1,495 | $ | 6,170 | $ | 6,600 |
to
|
$ | 6,600 | ||||||||||||||
|
Depreciation
and Amortization
|
$ | 5,653 | $ | 5,720 | $ | 6,660 | $ | 8,199 | $ | 14,542 | $ | 14,600 |
to
|
$ | 14,600 | ||||||||||||||
|
EBITDA
|
$ | 14,696 | $ | 19,440 | $ | 42,618 | $ | 53,527 | $ | 87,622 | $ | 80,900 |
to
|
$ | 82,800 | ||||||||||||||
|
Free
Cash Flow Reconciliation
|
|||||||||||||||||||||||||||||
|
The
reconciliation of cash flows provided by (used in) operations with free
cash flow is as follows (in thousands):
|
|||||||||||||||||||||||||||||
|
Actual
Year Ended
|
Projected
Year Ended 2/28/10
|
||||||||||||||||||||||||||||
|
2/28/05
|
2/28/06
|
2/28/07
|
2/29/08
|
2/28/09
|
(Range)
|
||||||||||||||||||||||||
|
Cash
Provided by Operating Activities
|
$ | 6,471 | $ | 12,794 | $ | 6,928 | $ | 38,926 | $ | 60,196 | $ | 61,500 |
to
|
$ | 67,500 | ||||||||||||||
|
Less:
|
|||||||||||||||||||||||||||||
|
Fixed
Asset Purchase for Cash
|
$ | 6,649 | $ | 6,602 | $ | 10,659 | $ | 9,926 | $ | 20,009 | $ | 14,000 |
to
|
$ | 14,000 | ||||||||||||||
|
Free
Cash Flow
|
$ | (178 | ) | $ | 6,192 | (3,731 | ) | $ | 29,000 | $ | 40,187 | $ | 47,500 |
to
|
$ | 53,500 | |||||||||||||
ITEM
8.01 OTHER EVENTS
Attached
is Exhibit 99.2, Financial and Other Statistical Information, which contains
guidance and selected financial projections for the fiscal year ending February
28, 2010. The guidance contained in the attached exhibits consists of a
projected range or management's estimate of most likely results. These
projections involve risk and uncertainties, the outcome of which cannot be
foreseen at this time and, therefore, actual results will vary from these
forecasts. The Company undertakes no obligation to affirm, publicly
or revise any forward-looking statements, whether as a result of information,
future events or otherwise.
|
SECTION
9 – FINANACIAL STATEMENTS AND
EXHIBITS
|
|
ITEM
9.01 EXHIBITS
|
The
following exhibits are filed as part of this report.
|
Exhibit
99.1
|
AZZ
incorporated Presentation.
|
|
Exhibit
99.2
|
Projected
Financial and Other Statistical Information for Fiscal Year
2010.
|
FORWARD LOOKING
STATEMENTS
This
report may contain “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). These
statements are generally identified by the use of words such as “anticipate,”
“expect,” “estimate,” “intend,” “should,” “may,” “believe,” and terms with
similar meanings. Although the Company believes that the current
views and expectations reflected in these forward-looking statements are
reasonable, those views and expectations, and the related statements, are
inherently subject to risks, uncertainties,
and other factors, many of which are not under the Company’s
control. Those risks, uncertainties, and other factors could cause
the actual results to differ materially from those in the forward-looking
statements. Those risks, uncertainties, and factors include, but are
not limited to: the level of customer demand for and response to products and
services offered by the Company, including demand by the power generation
markets, electrical transmission and distribution markets, the general
industrial market, and the hot dip galvanizing markets; prices and raw material
cost, including the cost of zinc and natural gas, which are used in the hot dip
galvanizing process; changes in economic conditions of the various markets the
Company serves, both foreign and domestic; customer requested delays of
shipments; acquisition opportunities or lack thereof; currency exchange
rates, adequacy of financing; availability of experienced management employees
to implement the Company’s growth strategy; a downturn in market conditions in
any industry relating to the products we inventory or sell or the services that
we provide; the effects and duration of continuing economic recession in the
U.S. and other markets in which we operate; and acts of war or terrorism inside
the United States or abroad. The Company expressly disclaims any
obligation to release publicly any updates or revisions to these forward-looking
statements to reflect any change in its views or expectations. The Company can
give no assurances that such forward-looking statements will prove to be
correct. We undertake no obligation to affirm, publicly or revise any
forward-looking statements, whether as a result of information, future events or
otherwise.
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.
|
AZZ
incorporated
|
|
|
DATE: 10/6/09
|
By: /s/
Dana Perry
|
|
Dana
Perry
Senior
Vice President Finance
Chief
Financial Officer
|