UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 6, 2005
ACUITY BRANDS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-16583 | 58-2632672 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 1170 Peachtree St., N.E., Suite 2400, Atlanta, GA | 30309 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 404-853-1400
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 2.02. | Results of Operations and Financial Condition. |
On January 6, 2005, Acuity Brands, Inc. (the “Registrant”) issued a press release relating to the Registrant’s results of operations for its first quarter ended November 30, 2004. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information contained in this paragraph, as well as Exhibit 99.1 referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
| Item 9.01. | Financial Statements and Exhibits |
| (c) | Exhibits |
| Designation |
Description | |
| 99.1 | Press Release dated January 6, 2005 (Furnished with the Commission as part of this Form 8-K.) | |
Signature
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, thereunto duly authorized.
Date: January 6, 2005
| ACUITY BRANDS, INC. | ||
| By: | /s/ Vernon J. Nagel | |
| Vernon J. Nagel Chairman and Chief Executive Officer | ||
Exhibit 99.1
 |
Acuity Brands, Inc. 1170 Peachtree Street, NE Suite 2400 Atlanta, GA 30309
Tel: 404 853 1400 Fax: 404 853 1440
AcuityBrands.com | |||
Company Contact:
Dan Smith
Acuity Brands, Inc.
(404) 853-1423
ACUITY BRANDS REPORTS
FISCAL YEAR 2005 FIRST QUARTER RESULTS
ATLANTA, January 6, 2005 – Acuity Brands, Inc. (NYSE: AYI) announced today that net income for the first quarter ended November 30, 2004 was $13.2 million, or $0.30 per diluted share, compared to $12.9 million, or $0.30 per diluted share, reported in the year-ago period. This represents an increase in net income of approximately 2%. Sales for the first quarter of fiscal 2005 increased $7.7 million to $525.2 million from $517.5 million reported in the prior year. Please see the Company’s Form 10-Q to be filed with the Securities and Exchange Commission today for more information on the results for the first quarter of fiscal 2005.
Vernon J. Nagel, Chairman and Chief Executive Officer of Acuity Brands, said, “Earnings for the first quarter were in line with our expectations in spite of a number of challenges, particularly rising raw material costs which were approximately $3.5 million higher than expected. Operating profit was essentially
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flat with the prior year as benefits from previously announced price increases, a more favorable mix of products sold, and benefits from programs to reduce costs were offset by higher raw material costs and greater expenses related to stock-based incentive programs. We continued to make significant progress in improving our productivity and service capabilities through previously announced programs. From a market perspective, we saw favorable signs of increased demand in the non-residential construction market as incoming orders began to strengthen late in the quarter. While we anticipate that the second quarter will be as challenging as our first quarter, we continue to expect to make meaningful progress in 2005 towards achieving our long-term financial targets, which include improving earnings per share by at least 15% annually as stated in our 2004 annual report.”
Conference Call and Board News
As previously announced, the Company will host a conference call to discuss first quarter results today at 4:00 p.m. ET. Interested parties may listen to this call live today or hear a replay until January 27, 2005 at the Company’s Web site: www.acuitybrands.com.
The Board of Directors is also scheduled to hold its regular quarterly meeting today, January 6, 2005.
Acuity Brands, Inc., with fiscal year 2004 net sales of over $2.1 billion, is comprised of Acuity Brands Lighting and Acuity Specialty Products. Acuity
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Brands Lighting is one of the world’s leading providers of lighting fixtures and includes brands such as Lithonia Lighting®, Holophane®, Peerless®, Hydrel®, American Electric Lighting®, and Gotham®. Acuity Specialty Products is a leading provider of specialty chemicals and includes brands such as Zep®, Zep Commercial™, Enforcer®, and Selig™. Headquartered in Atlanta, Georgia, Acuity Brands employs approximately 11,000 people and has operations throughout North America and in Europe and Asia.
Forward-Looking Statements
This press release contains statements, estimates, or projections that constitute “forward-looking statements” as defined under U.S. securities laws, including statements made concerning challenges in the second quarter and progress towards the goal of improvement in earnings per share. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the historical experience of Acuity Brands and management’s present expectations or projections. These risks and uncertainties include, but are not limited to, customer and supplier relationships and prices; competition; market demand; litigation and other contingent liabilities; and economic, political, governmental, and technological factors affecting the Company’s operations, markets, products, services, and prices, among others. Please see the other risk factors more fully described in the Company’s SEC filings including the Quarterly Report on Form 10-Q being filed with the Securities and Exchange Commission on January 6, 2005.
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ACUITY BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
| THREE MONTHS ENDED |
||||||||||||||
| NET SALES |
OPERATING PROFIT (LOSS) |
|||||||||||||
| (Amounts in thousands, except per-share data) |
NOVEMBER 30, 2004 |
NOVEMBER 30, 2003 |
NOVEMBER 30, 2004 |
NOVEMBER 30, 2003 |
||||||||||
| ABL |
$ | 398,048 | $ | 391,027 | $ | 29,369 | $ | 27,332 | ||||||
| ASP |
127,154 | 126,511 | 7,230 | 7,409 | ||||||||||
| $ | 525,202 | $ | 517,538 | 36,599 | 34,741 | |||||||||
| Corporate |
(8,384 | ) | (6,722 | ) | ||||||||||
| Other income, net (1) |
1,014 | 881 | ||||||||||||
| Interest expense, net |
(8,944 | ) | (8,717 | ) | ||||||||||
| Income before taxes |
20,285 | 20,183 | ||||||||||||
| Income taxes |
7,120 | 7,266 | ||||||||||||
| Net income |
$ | 13,165 | $ | 12,917 | ||||||||||
| Earnings per share: |
||||||||||||||
| Basic earnings per share |
$ | .31 | $ | .31 | ||||||||||
| Basic weighted-average shares outstanding during period |
42,462 | 41,581 | ||||||||||||
| Diluted earnings per share |
$ | .30 | $ | .30 | ||||||||||
| Diluted weighted-average shares outstanding during period |
43,946 | 42,594 | ||||||||||||
| (1) | Other income, net consists primarily of gains or losses related to the sale of assets and foreign currency gains or losses. |
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ACUITY BRANDS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
| (Dollar amounts in thousands) |
NOVEMBER 30, 2004 |
AUGUST 31, 2004 |
||||||
| Assets |
||||||||
| Current Assets |
||||||||
| Cash and short-term investments |
$ | 3,803 | $ | 14,135 | ||||
| Receivables, net |
336,286 | 331,157 | ||||||
| Inventories, net |
230,849 | 222,260 | ||||||
| Other current assets |
70,392 | 66,034 | ||||||
| Total Current Assets |
641,330 | 633,586 | ||||||
| Property, Plant, and Equipment, net |
225,965 | 226,299 | ||||||
| Other Assets |
509,120 | 504,644 | ||||||
| Total Assets |
$ | 1,376,415 | $ | 1,364,529 | ||||
| Liabilities and Stockholders’ Equity |
||||||||
| Current Liabilities |
||||||||
| Short-term debt |
$ | 41,519 | $ | 5,511 | ||||
| Accounts payable |
181,287 | 206,064 | ||||||
| Accrued salaries, commissions, and bonuses |
37,240 | 45,335 | ||||||
| Other accrued liabilities |
105,419 | 105,325 | ||||||
| Total Current Liabilities |
365,465 | 362,235 | ||||||
| Long-Term Debt, less current maturities |
372,371 | 390,210 | ||||||
| Other Long-Term Liabilities |
137,931 | 134,107 | ||||||
| Stockholders’ Equity |
500,648 | 477,977 | ||||||
| Total Liabilities and Stockholders’ Equity |
$ | 1,376,415 | $ | 1,364,529 | ||||
| Current Ratio |
1.8 | 1.7 | ||||||
| Percent of Debt to Total Capitalization |
45.3 | % | 45.3 | % | ||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
| THREE MONTHS ENDED |
||||||||
| (Amounts in thousands) |
NOVEMBER 30, 2004 |
NOVEMBER 30, 2003 |
||||||
| Cash Provided by (Used for): |
||||||||
| Operations- |
||||||||
| Net income |
$ | 13,165 | $ | 12,917 | ||||
| Depreciation and amortization |
10,092 | 11,373 | ||||||
| Other operating activities |
(41,117 | ) | (19,894 | ) | ||||
| Cash (Used for) Provided by Operations |
(17,860 | ) | 4,396 | |||||
| Investing- |
||||||||
| Capital expenditures |
(11,641 | ) | (9,881 | ) | ||||
| Sale of assets |
267 | 3,438 | ||||||
| Cash Used for Investing |
$ | (11,374 | ) | $ | (6,443 | ) | ||
| Cash Provided by (Used for): |
||||||||
| Financing- |
||||||||
| Debt |
$ | 18,151 | $ | 3,930 | ||||
| Dividends |
(6,444 | ) | (6,265 | ) | ||||
| Other financing activities |
6,890 | 964 | ||||||
| Cash Provided by (Used for) Financing |
18,597 | (1,371 | ) | |||||
| Effect of Exchange Rate on Cash |
305 | 421 | ||||||
| Net Change in Cash |
(10,332 | ) | (2,997 | ) | ||||
| Cash at Beginning of Year |
14,135 | 16,053 | ||||||
| Cash at End of Year |
$ | 3,803 | $ | 13,056 | ||||
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