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): April 19 2010
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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One
Museum Place, Suite 500
3100
W. 7th
Street
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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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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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
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.)
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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 2/28/11
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||||||||||||||||||||||||||||
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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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2/28/09
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2/28/10
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(Range)
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||||||||||||||||||||||||
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Net
Income
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$ | 7,827 | $ | 21,604 | $ | 27,688 | $ | 42,206 | $ | 37,728 | $ | 23,300 |
to
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$ | 27,800 | ||||||||||||||
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Plus:
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|||||||||||||||||||||||||||||
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Income
Tax Expense
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$ | 4,204 | $ | 12,859 | $ | 16,145 | $ | 24,704 | $ | 22,655 | $ | 13,700 |
to
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$ | 16,300 | ||||||||||||||
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Interest
Expense
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$ | 1,689 | $ | 1,495 | $ | 1,495 | $ | 6,170 | $ | 6,838 | $ | 6,900 |
to
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$ | 6,900 | ||||||||||||||
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Depreciation
and Amortization
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$ | 5,720 | $ | 6,660 | $ | 8,199 | $ | 14,542 | $ | 17,469 | $ | 17,000 |
to
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$ | 18,000 | ||||||||||||||
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EBITDA
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$ | 19,440 | $ | 42,618 | $ | 53,527 | $ | 87,622 | $ | 84,690 | $ | 60,900 |
to
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$ | 69,000 | ||||||||||||||
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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 2/28/11
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||||||||||||||||||||||||||||
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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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2/28/09
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2/28/10
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(Range)
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||||||||||||||||||||||||
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Cash
Provided by Operating Activities
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$ | 12,794 | $ | 6,928 | $ | 38,926 | $ | 60,196 | $ | 82,630 | $ | 47,000 |
to
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$ | 52,000 | ||||||||||||||
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Less:
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|||||||||||||||||||||||||||||
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Fixed
Asset Purchase for Cash
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$ | 6,602 | $ | 10,659 | $ | 9,926 | $ | 20,009 | $ | 12,037 | $ | 15,000 |
to
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$ | 16,000 | ||||||||||||||
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Free
Cash Flow
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$ | 6,192 | (3,731 | ) | $ | 29,000 | $ | 40,187 | $ | 70,593 | $ | 32,000 |
to
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$ | 36,000 | ||||||||||||||
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, 2011. 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.
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SECTION
9 – FINANACIAL STATEMENTS AND
EXHIBITS
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ITEM
9.01 EXHIBITS
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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
2011.
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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 some of which are detailed from
time to time in documents filed by the company with the SEC. Those risks and
uncertainties include, but are not limited to: changes in customer demand and
response to products and services offered by the company, including demand by
the electrical power generation markets, electrical transmission and
distribution markets, the industrial markets, and the hot dip galvanizing
markets; prices and raw material costs, including zinc and natural gas which are
used in the hot dip galvanizing process and steel, aluminum and copper which are
used in the electrical and industrial segment; changes in the economic
conditions of the various markets the company serves, foreign and domestic,
customer requested delays of shipments, acquisition opportunities, adequacy of
financing, currency fluctuations, and availability of experienced management
employees to implement the company's growth strategy. The company can
give no assurance that such forward-looking statements will prove to be
correct. We undertake no obligation to affirm, publicly update 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: 4/19/2010
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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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