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): November 5, 2007
ACUITY BRANDS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-16583 | 58-2632672 | ||
| (State or other jurisdiction of Company 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 7.01. | Regulation FD Disclosure |
On November 5, 2007, Acuity Brands, Inc. (“Acuity Brands” or the “Company”) issued a press release announcing its participation in the Robert W. Baird & Co. Industrial Conference held on November 6-7, 2007. Vernon J. Nagel, Chairman, President, and Chief Executive Officer of Acuity Brands delivered a presentation at the event discussing recent business performance and other subjects of interest to investors. A copy of the materials (in the form of a webcast presentation) presented at the conference is available on Acuity Brands’ website at http://www.acuitybrands.com. This webcast will be archived at the Company’s website for 90 days. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the presentation is included as Exhibit 99.2 and is incorporated herein by reference.
The information contained in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly stated by specific reference in such filing. The furnishing of the information in this current report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this current report contains is material investor information that is not otherwise publicly available.
| Item 9.01 | Financial Statements and Other Exhibits |
Exhibits
| Exhibit No. |
Description | |
| 99.1 |
Press release dated November 5, 2007. | |
| 99.2 |
Presentation dated November 7, 2007. | |
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 thereunto duly authorized.
Date: November 9, 2007
| ACUITY BRANDS, INC. | ||
| By: | /s/ Richard K. Reece | |
| Richard K. Reece | ||
| Executive Vice President and Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 |
Press release dated November 5, 2007. | |
| 99.2 |
Presentation dated November 7, 2007. | |
EXHIBIT 99.1
News Release
 |
Acuity Brands, Inc. 1170 Peachtree Street, NE Suite 2400 Atlanta, GA 30309
Tel: 404 853 1400 Fax: 404 853 1430
AcuityBrands.com | |
Company Contact:
Dan Smith
Acuity Brands, Inc.
(404) 853-1423
ACUITY BRANDS TO PARTICIPATE
IN ROBERT W. BAIRD & CO. INDUSTRIAL CONFERENCE
ATLANTA, November 5, 2007 – Acuity Brands, Inc. (NYSE: AYI) today announced it will participate in the Robert W. Baird & Co. Industrial Conference being held in Chicago, Illinois, on November 6-7, 2007. Vernon J. Nagel, Chairman, President, and Chief Executive Officer of Acuity Brands, will present at the event, discussing recent business performance and other subjects of interest to investors. The presentation will take place on Wednesday, November 7, 2007, at 11:50 a.m. CT.
A live audio Webcast of the presentation will be available at http://www.wsw.com/webcast/rwbaird20/ayi or on the Company’s Web site at http://www.acuitybrands.com. This Webcast will be archived at this site for 90 days.
Acuity Brands, Inc. owns and operates Acuity Brands Lighting. With fiscal year 2007 net sales of approximately $2.0 billion, Acuity Brands Lighting is one of the world’s leading providers of lighting fixtures and related services and includes brands such as Lithonia Lighting®, Holophane®, Peerless®, Mark Architectural Lighting®, Hydrel®, American Electric Lighting®, Gotham®, Carandini®, SpecLight®, MetalOptics®, Antique Street Lamps™, and Synergy Lighting Controls®. Headquartered in Atlanta, Georgia, Acuity Brands employs approximately 7,000 associates and has operations throughout North America and in Europe and Asia.
EXHIBIT 99.2
 |
| Robert W. Baird Industrial Conference November 7, 2007
Vernon J. Nagel Chairman, President, & CEO | ||||
|
|
Forward Looking Statement |
| This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Statements made herein that may be considered forward-looking include statements incorporating terms such as “expects,” “believes,” “intends,” “anticipates” and similar terms that relate to future events, performance, or results of the Company, including, without limitation, statements made regarding the forecast for the non-residential construction market and expected future results. |
| 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; ability to realize anticipated benefits from initiatives taken and timing of benefits; market demand; litigation and other contingent liabilities; and economic, political, governmental, and technological factors affecting the Company’s operations, tax rate, markets, products, services, and prices, among others. Please see the other risk factors more fully described in the Company’s SEC filings including the Annual Report on Form 10-K filed with the Securities and Exchange Commission on October 30, 2007. |
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Topics |
| • 2007 Achievements |
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| • Company Overview |
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| • Market Overview |
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| • Profitable Growth Strategy |
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2007 |
| Key Achievements |
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| • Strategic clarity |
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| • Operational improvements |
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| • Record financial results |
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Strategic Clarity |
| Spin-off |
Reason |
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| • October 31, 2007
• Tax-free
• Zep Inc.
• NYSE: ZEP
• $62.5M cash dividend |
• Different industry dynamics
• Greater focus
• Strategic • Tactical
• Pursue separate strategies
• Better alignment of associates and shareholders
• Transparency to investors |
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Operational Improvements |
| • Products and services |
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| • Pricing |
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| • Productivity |
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| • Access to market |
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Proformas |
| { | Cash | $ | 281M | |||||||
|
August 31, 2007
|
Total Assets | $ | 1,437M | |||||||
| Debt | $ | 364M | ||||||||
| Equity | $ | 595M | ||||||||
| Diluted Shares O/S | 42.5M | (a) | ||||||||
| Corporate expense run rate | $ | 20-$22M | (b) | |||||||
| Gross Interest expense | $ | 34M | ||||||||
| Fiscal 2008 Unusual Items | ||||||||||
| Spin-off costs | $ | 4-5M | ||||||||
| Restructuring charge | $ | 8M+ | ||||||||
| (a) | Assume Zep distribution dividend used to finance Q1 share repurchases. |
| (b) | Corporate expense consists primarily of public company expense and LTIP. FY 2008 forecasted Corporate expense by quarter: Q1—$8M; Q2—$7M; Q3—$6M; Q4—$5M. |
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Company Overview |
| • Acuity Brands—holding company | ||||
| • Operating subsidiary—ABL | ||||
| • NYSE: AYI | ||||
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Market Overview |
| • Size | ||||||||
| • Trends | ||||||||
| • Outlook | ||||||||
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Market Overview |
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• Positive AlA Billings Index | |
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• Stable office vacancy rates | ||
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• Solid leasing/rental income fundamentals for commercial real estate | ||
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• Low unemployment | ||
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• Low interest rate environment |
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U.S. Outlook |
| Product |
Market Size |
Application |
’08-’11 Est. Annualized Growth Rate* |
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C&I | $ | 4.5B | Office, Retail Education, Hospital |
+1.8 | % | ||||
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Outdoor | $ | 2.2B | Streets, Highways, Parking Lots |
+1.4 | % | ||||
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Industrial | $ | 1.1B | Manufacturing, Warehouse |
+3.2 | % | ||||
| ABL holds the #1 position in each of the product markets in the U.S. | ||
| * Source: NEMA and Global Insight | ||
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| Profitable Growth Strategy |
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Profitable Growth Strategy |
| Vision |
| Market leader of lighting and lighting |
| related products and services delivering |
| consistent upper-quartile performance |
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Profitable Growth Strategy |
| Focus |
Tactical Implementation | |
| Operational excellence |
• Lean tools | |
| • 3 C’s | ||
| • Customer satisfaction | ||
| • Globally competitive Cost structure | ||
| • Culture of continuous improvement | ||
| Organic growth |
• Product innovation | |
| • Superior customer service | ||
| • Expand market presence | ||
| • NYC office | ||
| • Sales force/marketing expansion | ||
| Strategic opportunities |
• Acquisitions/alliances | |
| • Retrofit | ||
| • Complimentary products | ||
| • Adjacent markets | ||
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Profitable Growth Strategy |
| Financial Goals
| ||
| • Margins |
>10% |
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| • EPS Growth |
15%+ |
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| • ROE |
20%+ |
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| • Cash Flow |
Exceed net income | |||||||||||||||||
| “Consistent Upper-Quartile Performance” |
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Conclusion |
Investment Considerations
| • Market leader |
} | Compelling long-term investment |
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• Superior customer value proposition |
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• Strong operational focus |
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• Growth-oriented organization |
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