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): June 27, 2008
AZZ
incorporated
(Exact
name of Registrant as specified in its charter)
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TEXAS
(State
or Other Jurisdiction of Incorporation or Organization)
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1-12777
Commission
File No.
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75-0948250
(I.R.S.
Employer Identification Number)
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University
Center 1, Suite 200
1300
South University Drive
Fort
Worth, TX 76107
(Address
of principal executive offices, including zip code)
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Registrant’s
Telephone Number, including Area Code:
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(817)
810-0095
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None.
(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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
acqusitions. 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.)
2
EBITDA
Reconciliation
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The
reconciliation of EBITDA with net income is as follows (in
thousands):
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|||||||||||||||||||||||||||||
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Actual
Year Ended
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Projected
Year Ended 2/28/09
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||||||||||||||||||||||||||||
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2/29/04
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2/28/05
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2/28/06
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2/28/07
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2/29/08
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(Range)
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Net
Income
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$ | 4,263 | $ | 4,812 | $ | 7,827 | $ | 21,604 | $ | 27,688 | $ | 36,500 |
to
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$ | 37,800 | ||||||||||||||
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Plus:
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Income
Tax Expense
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$ | 2,614 | $ | 2,594 | $ | 4,204 | $ | 12,859 | $ | 16,145 | $ | 21,000 |
to
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$ | 21,700 | ||||||||||||||
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Interest
Expense
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$ | 2,407 | $ | 1,637 | $ | 1,689 | $ | 1,495 | $ | 1,495 | $ | 6,000 |
to
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$ | 6,000 | ||||||||||||||
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Depreciation
and Amortization
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$ | 5,730 | $ | 5,653 | $ | 5,720 | $ | 6,660 | $ | 8,199 | $ | 12,000 |
to
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$ | 12,000 | ||||||||||||||
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EBITDA
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$ | 15,014 | $ | 14,696 | $ | 19,440 | $ | 42,618 | $ | 53,527 | $ | 75,500 |
to
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$ | 77,500 | ||||||||||||||
Free
Cash Flow Reconciliation
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The
reconciliation of cash flows provided by (used in) operations with free
cash flow is as follows (in thousands):
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|||||||||||||||||||||||||||||
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Actual
Year Ended
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Projected
Year Ended 2/28/09
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||||||||||||||||||||||||||||
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2/29/04
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2/28/05
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2/28/06
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2/28/07
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2/29/08
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(Range)
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||||||||||||||||||||||||
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Cash
Provided by Operating Activities
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$ | 14,963 | $ | 6,471 | $ | 12,794 | $ | 6,928 | $ | 38,926 | $ | 30,000 |
to
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$ | 33,000 | ||||||||||||||
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Less:
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Fixed
Asset Purchases for Cash
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$ | 3,645 | $ | 6,649 | $ | 6,602 | $ | 10,659 | $ | 9,926 | $ | 12,000 |
to
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$ | 13,000 | ||||||||||||||
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Free
Cash Flow
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$ | 11,318 | $ | (178 | ) | $ | 6,192 | $ | (3,371 | ) | $ | 29,000 | $ | 18,000 |
to
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$ | 20,000 | ||||||||||||
3
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, 2009. The guidance contained in the attached exhibits consists of
either 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- Financial Statements
and Exhibits
Item 9.01
Exhibits.
The
following exhibits are filed as part of this report.
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AZZ
incorporated Presentation.
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Projected
Financial and Other Statistical Information for Fiscal Year
2009.
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Forward Looking
Statements
Except
for the statements of historical fact, this report may contain “forward-looking
statements'' that involve risks and uncertainties that are detailed from time to
time in documents filed by the Company with the SEC. Those risks, uncertainties,
and factors include, but are not limited to: change in demand, prices and raw
material cost, including zinc which is used in the hot dip galvanizing process;
changes in the economic conditions of the various markets the Company serves,
foreign and domestic, acquisition opportunities, adequacy of financing, and
availability of experienced management employees to implement the Company's
growth strategy; and customer demand and response to products and services
offered by the Company. The Company can give no assurance that such expectations
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.
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AZZ
incorporated
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DATE: 6/27/08
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By: /s/ Dana
Perry
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Dana
Perry
Senior
Vice President Finance
Chief
Financial Officer
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4