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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 9, 2010
ACUITY BRANDS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-16583
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58-2632672 |
(State or other jurisdiction of
Company or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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1170 Peachtree St., N.E., Suite 2400, Atlanta, GA
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30309 |
(Address of principal executive offices)
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(Zip Code) |
Registrants 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 10, 2010, Acuity Brands, Inc. (the Company) will participate in the Robert W.
Baird Industrial Conference in Chicago, Illinois. Vernon J. Nagel, Chairman, President, and Chief
Executive Officer of the Company 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
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99.1
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Presentation dated November 10, 2010 |
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, 2010
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ACUITY BRANDS, INC.
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By: |
/s/ Richard K. Reece
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Richard K. Reece |
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Executive Vice President and Chief Financial
Officer |
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EXHIBIT INDEX
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99.1
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Presentation dated November 10, 2010 |
exv99w1
Exhibit 99.1
Robert W. Baird Industrial Conference |
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 managements 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; li
tigation and other contingent liabilities; and economic, political, governmental, and technological factors affecting the Companys operations, tax rate, markets, products, services, and prices, among others. Please see the risk factors more fully described in the Companys SEC filings including the Annual Report on Form 10?K filed with the Securities and Exchange Commission on October
29, 2010. |
Vision:Market leader by delivering superior lighting solutions |
Strategy:Drive profitable growth by aligning the considerable and unique capabilities and resources of our organization with a keen focus on: |
Customers Differentiated Lighting Solutions |
Cost World?Class Efficiency |
Culture Operational Excellence (Q, D, C, I) |
Most recognized brands in the lighting industry |
Products: 500,000 Active Products
2,000 Product Groups |
Industry Leading Indoor & Outdoor Product Portfolio |
North AmericaAcuityProduct TypesMarket SizeBrands$9.3 BillionRanking*USDCommercial Indoor$3.2Outdoor$2.3Residential$1.5
Outdoor |
Industrial$1.0Lighting Controls$0.9Emergency$0.4 |
Financial Summary
($Millions, except Diluted EPS)
Operating Profit & Margins |
4.1%
5-Yr CAGR
$0.55
5-Yr CAGR |
050607080910050607080910050607080910Note:Financial summary excludes operating results from specialty chemicals business including certain allocations of corporate costs. 2005 operatingprofit includes restructuring charge of $19.4 million ($0.32 per diluted share). 2007 operating profit includes a $6.6 million net gain ($0.10 perdiluted share)
related to the settlement of a commercial dispute. 2008 operating profit includes a special charge of $14.6 million ($0.21 perdiluted share) for streamlining and simplifying the business following the spin?off of Zep Inc. 2009 operating profit includes a special charge of$26.7 million ($0.40 per diluted share) for streamlining the business. 2010 operating profit includes a special charge of $8.4 million ($0.13 perdiluted share) for streamlining activities. Additionally, 2010 diluted EPS incl
udes a $0.16 loss on early extinguishment of debt. |
Free Cash FlowLeverage(Net Debt?to?Capital Ratio)$196$17734%34%$13924%$104$10118%19%$7110% |
0506 07 08 09 1005 06 07 08 09 10 |
Note: Free Cash Flow is defined as cash flow from operations minus capital expenditures. |
Net Debt?to?Capital Ratio is defined as total debt minus cash divided by total debt minus cash plus total equity. |
Stock Performance As of August 31, 2010 |
Stock PriceTotal Returns(Adjusted for Zep Spin?Off)(Annualized, Adjusted for Zep Spin?Off)
$60$50$40$30$20$10$0Aug-05Aug-06Aug-07Aug-08Aug-09Aug-10 |
1-Yr3-Yr5-YrAcuity22%(3%)11%DJUSEC4%(8%)1%S&P 5005%(9%)(1%)S&P 40012%(4%)2%S&P 6008%(7%)(0%)
DJUSEC Dow Jones U.S. Electrical Components & Equip. Index |
Profile
Positioned for Success |
Positioned for Success - Internal Leverage |
Lean Business ProcessesOperating Metrics 2004 2010Financial Metrics 2004 2010Sales per Associate38%Gross Profit Margin20%Mfg Footprint (Sq Ft)42%Operating Margin52%Op. Working Capital42%Free Cash Flow143%(% of Net Sales) |
Note: Free cash flow is defined as cash flow from operations minus capital expenditures. |
Positioned for Success - Market Access |
Product SegmentsSales ChannelCommercialIndustrialRenovationResi.ControlsC & IDirectHome CenterShowroomUtilitiesNatl Accts |
Positioned for Success Portfolio |
LuminairesControlsAcquisitionsAcquisitionsMark LightingLC&DRenaissanceSensor SwitchWinona2009 100+New ProductsNew Products2010 100+ |
Positioned for Success - Portfolio |
Growth Through Innovation & Acquisitions |
#1 Market Position#1 Market Position |
FunctionalArchitectural#1 Market Position#2 Market PositionOutdoor |
Positioned for Success - Addressable Market |
Significant Expansion of Addressable N.A. Market |
NewNewConstruction/Construction/TITI |
Source: Company Estimates |
A Bright Future - North American Market |
Controls(Sensors &IndustrialModules)11%9% |
ESCOOtherDirect/Natl1%7%Accts5%
Utilities |
Wholesalers
67%
Source: Frost & Sullivan, Global Insight Construction, NEMA luminaires report, McGraw Hill Canadian Construction, and Company Estimates |
A Bright Future ? Macro Trends |
Addressable N.A. Market/Drivers |
$15.6B+68%$2.2BControls$11.0B$1.4BLighting Solutions$1.0BRenovation (Incremental)$9.3B-15%$0.9B$11.0BNew Construction$8.4BTI/Renovation |
Source: Company Estimates |
A Bright Future ? Macro Trends |
New/TIRenovationN.A. Lighting Fixtures MarketGrowth Rates & Value($B)10%8%9%$12Installed$10Base8%7%$100B+$86%Renovation$6Conversion4%3%Opportunity$42%1%$20%$-New ConstructionFY11FY12FY13FY14FY151.5% to 2.5% Conversion Rate |
Controls$2.5$2.0Billions$1.5$$1.020% CAGR$0.5 |
FY10 FY11 FY12 FY13 FY14 FY15 |
Source: Global Insight Construction, NEMA luminaires report, McGraw Hill
Canadian Construction, and Company Estimates |
A Bright Future Innovation |
System
Technology Transformation
LED |
Conversion of earlyExpansion on LED MarketMarket ConversionLED Adaptors |
(cents/lm)EngineLumenLightperCost |
Source: Company Estimates |
A Bright Future Innovation |
LED &DigitalLightingOtherSystems20% |
MainstreamLighting in aIndoor & OutdoorDigital AgeSolutions |
Phase IIPhase IIILighting SolutionsDigital Transformation |
Source: Company Estimates |
A Bright Future - Lighting Solutions |
Orders ofinteractionsIntelligent distributedcontrol and productsolutionsControlsEmbedded ControlsFixturesControlsIndependent lightingcontrols & fixturesFixturesLC&DSSIABL1st Half2nd Half2010CY09CY09 |
Integrated
Lighting Solutions |
providing light and energy management |
A Bright Future - Markets |
A Leader in the Evolution of Digital Lighting |
A Bright Future - Indoor Lighting Solutions |
Superior EnergyFinanciallySavingsViable |
IntelligentLong Life andIndoor LightingReliability |
A Bright Future - Outdoor Lighting Solutions |
Automated Maintenance Scheduling |
Strategic Focus ? Profitable Growth Strategy |
Exp and Earnings and Cash Flow |
Margins12%EPS Growth15%+ROE20%+Cash FlowExceed net income |
Consistent Upper?Quartile Performance
Meet or exceed financial goals during an entire business cycle |
Investment Considerations |
Strong operating/financial leverage |
Product and innovation leadership |
Compelling long?term investment |