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): December 13, 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 December 13, 2007, Acuity Brands, Inc. (“Acuity Brands” or the “Company”) will participate in the Merrill Lynch Growth Industrials Conference in New York City. Vernon J. Nagel, Chairman, President, and Chief Executive Officer of Acuity Brands will deliver a presentation at the event discussing recent business performance and other subjects of interest to investors. A copy of the materials presented at the conference is available on Acuity Brands’ website at http://www.acuitybrands.com. A copy of the presentation is included as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1 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 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 Exhibits.
| (d) | Exhibits |
| 99.1 | Presentation dated December 13, 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: December 13, 2007
| ACUITY BRANDS, INC. | ||
| By: | /s/ Richard K. Reece | |
| Richard K. Reece | ||
| Executive Vice President and Chief Financial Officer | ||
EXHIBIT INDEX
| 99.1 | Presentation dated December 13, 2007. |
 Merrill Lynch Growth Industrials Conference December 13, 2007 Vernon J. Nagel Acuity Brands, Inc. Chairman, President, and CEO Exhibit 99.1 |
 2 Topics • 2007 Achievements • Company Overview • Market Overview • Profitable Growth Strategy |
 3 2007 • Strategic clarity • Operational improvements • Record financial results Key Achievements |
 4 Strategic Clarity ASP 22% ABL 78% FY 2007 Net Sales $2.53 Billion Markets Products Customers Sales Model Construction Fixtures Contractors, Specifiers, Distributors Agents, Direct Cleaning Chemicals End-Users Direct ABL ASP |
 5 Strategic Clarity • 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 Spin-off Reason |
 6 Operational Improvements • Products and services • Pricing • Productivity • Access to market |
 7 Consolidated Results Net sales Operating profit % EPS Free cash flow Dividend Debt, net of cash Return on equity 2007 2006 $2.53B 10.2% $3.37 $204M $26M $149M 24% $2.39B 8.2% $2.34 $127M $27M $283M 20% 6% 200bps 44% 61% (4%) (47%) 400bps Free cash flow is defined as cash provided by operations less capital expenditures.
|
 8 Diluted EPS Net Sales Operating Profit & Margins Historical Proformas ($Millions, except Diluted EPS) $1,638 $1,841 $1,965 '05 '06 '07 $67 $152 $222 '05 '06 '07 $0.55 $1.75 $2.93 '05 '06 '07 Note: Historical Proformas exclude operating results from specialty chemicals business including certain allocations of corporate costs. 2005 operating profit includes restructuring charge of $19.4 million ($0.32 per diluted share). 2007 operating profit includes a $6.6 million net gain ($0.10 per diluted share) related to the settlement of a commercial dispute. 4.1% Margin 8.3% Margin 11.3% Margin +6.7% +12.4% +67% +218% |
 9 Proformas (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. Cash Total Assets Debt Equity Diluted shares O/S Corporate expense run rate Gross interest expense $281M $1,437M $364M $595M 42.5M (a) $20-$22M (b) $34M Fiscal 2008 Unusual Items $4-5M $8M+ Spin-off costs Restructuring charge August 31, 2007 |
 10 Company Overview • Acuity Brands - holding company • Operating subsidiary - ABL • NYSE: AYI |
 11 |
 12 ABL Profile Agencies: Customers: Products: Associates: Market Share*: $1.96B $251M 12.8% 17 Net Sales: Operating Profit: OP Margin: Mfg Facilities: 160+ 5,000 500,000 Active Products 2,000 Product Groups 7,000 17% (#1 Rank) $1.64B $95M 5.8% 2007 2005 Note: 2005 operating profit includes $15.7 million restructuring charge. * Source: Company Estimates - 2007. $1.84B $181M 9.9% 2006 |
 13 Indoor Products Fluorescent Downlighting Track Lighting Emergency H.I.D. Rough Service Flexible Wiring Controls Retrofit 13 |
 14 Area & Parking Roadway & Street Flood Lighting Security Sports High-Mast Building Mounted Poles & Post In-grade Underwater Accent & Border Controls Outdoor Products 14 |
 15 • Size • Trends • Outlook Market Overview |
 16 Lighting Showrooms Utilities Direct/Nat'l Accts Electrical Wholesalers Other $0.2 Home centers Source: Company Estimates – 2007 $2.4 $1.3 $2.5 $1.6 $0.9 $1.9 Product Segments $6.9 $1.7 $0.5 Channels ($ billions) N.A. Market Overview $10.6 Billion $0.6 $0.7 Residential Industrial Emergency, Controls and Modular Wiring Architectural Indoor and Other Fluorescent Outdoor |
 17 Market Overview U.S. National Office Vacancy Rates 0% 4% 8% 12% 16% 20% Q1-99 Q1-00 Q1-01 Q1-02 Q1-03 Q1-04 Q1-05 Q1-06 Q1-07 Downtown Suburban Source: CB Richard Ellis • Positive AIA Billings Index • Stable office vacancy rates • Solid leasing/rental income fundamentals for commercial real estate • Low unemployment • Low interest rate environment Source: The American Institute of Architects Architecture Billings Index 3-Month Moving Average 40 45 50 55 60 65 1999 2000 2001 2002 2003 2004 2005 2006 2007 Commercial/Industrial Institutional |
 18 50 75 100 125 150 175 200 225 250 1993 1995 1997 1999 2001 2003 2005 2007 Market Overview Residential Non-Residential U.S. Private Construction Index Through October 2007 (Inflation Adjusted) |
 19 N.A. Market Overview Source: Company Estimates Non-Residential Lighting Market Growth Trends (Real Growth) 3.9% 7.9% -4.3% -3.6% -1.2% -1.0% 2.7% 0.5% 3.6% 4.8% 3.3% -2.4% FY2001 FY2002 FY2003 FY2004 FY2005 FY2006 FY2007 FY2008 FY2009 FY2010 FY2011 FY2012 |
 20 N.A. Outlook ’08-’12 Est. Annualized Growth Rate* Industrial $1.3B Outdoor $2.5B C&I $4.9B +3.2% +2.4% +2.7% CY07 Market Size Application Office, Retail Education, Hospital Streets, Highways, Parking Lots Manufacturing, Warehouses ABL holds the #1 position in each of the product markets in the U.S. Product Market * Source: NEMA and Global Insight |
 21 Profitable Growth Strategy |
 22 Profitable Growth Strategy Market leader of lighting and lighting related products and services delivering consistent upper-quartile performance Vision |
 23 Profitable Growth Strategy Grow Market Share Operating Excellence “3 C’s” Organic Growth Strategic Opportunities |
 24 Profitable Growth Strategy Operational excellence • Lean tools • 3 C’s Customer satisfaction Globally competitive Cost structure Culture of continuous improvement • Product innovation • Superior customer service • Expand market presence NYC office Sales force/marketing expansion • Acquisitions/alliances • Retrofit • Complimentary products • Adjacent markets Focus Tactical Implementation Organic growth Strategic opportunities |
 25 Profitable Growth Strategy • Margins • EPS Growth • ROE • Cash Flow >10% 15%+ 20%+ Exceed net income “Consistent Upper-Quartile Performance” Financial Goals |
 26 Investment Considerations • Market leader • Superior customer value proposition • Strong operational focus • Growth-oriented organization Conclusion Compelling long-term investment |
 27 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. |
 |