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Share Name | Share Symbol | Market | Type |
---|---|---|---|
AZZ Inc | NYSE:AZZ | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
2.14 | 2.57% | 85.31 | 85.72 | 83.28 | 83.70 | 131,005 | 18:00:11 |
FORM 10-Q
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
AZZ incorporated
|
(Exact name of registrant as specified in its charter)
|
TEXAS
|
|
75-0948250
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
One Museum Place, Suite 500
|
|
|
3100 West Seventh Street
|
|
|
Fort Worth, Texas
|
|
76107
|
(Address of principal executive offices)
|
|
(Zip Code)
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Large accelerated filer
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|
¨
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|
Accelerated filer
|
|
ý
|
|
|
|
|
|||
Non-accelerated filer
|
|
¨
|
|
Smaller Reporting Company
|
|
¨
|
Title of each class:
|
|
Outstanding at November 30, 2012:
|
Common Stock, $1.00 par value per share
|
|
25,376,967
|
|
|
PAGE
NO.
|
PART I.
|
|
|
Item 1.
|
|
|
|
Condensed Financial Statements
|
|
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
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PART II.
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
|
|
|
||
|
|
|
|
|
|
11/30/2012
|
|
2/29/2012
|
||||
|
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
||||
Cash and Cash Equivalents
|
|
$
|
49,505,820
|
|
|
$
|
143,302,666
|
|
Accounts Receivable (Net of Allowance for Doubtful Accounts of $1,200,000 at November 30, 2012 and $898,000 at February 29, 2012)
|
|
94,398,244
|
|
|
74,647,303
|
|
||
Inventories:
|
|
|
|
|
||||
Raw Material
|
|
45,269,143
|
|
|
44,008,243
|
|
||
Work-In-Process
|
|
35,776,081
|
|
|
13,860,151
|
|
||
Finished Goods
|
|
3,096,738
|
|
|
2,412,736
|
|
||
Costs and Estimated Earnings In Excess of Billings On Uncompleted Contracts
|
|
12,256,456
|
|
|
14,038,161
|
|
||
Deferred Income Taxes
|
|
7,048,783
|
|
|
7,654,781
|
|
||
Prepaid Expenses and Other
|
|
4,780,366
|
|
|
2,811,858
|
|
||
Total Current Assets
|
|
252,131,631
|
|
|
302,735,899
|
|
||
Property, Plant and Equipment, Net
|
|
152,005,729
|
|
|
135,826,703
|
|
||
Goodwill
|
|
166,607,181
|
|
|
121,383,863
|
|
||
Intangibles and Other Assets, Net
|
|
103,719,991
|
|
|
46,828,100
|
|
||
|
|
$
|
674,464,532
|
|
|
$
|
606,774,565
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
|
||||
Accounts Payable
|
|
$
|
30,576,637
|
|
|
$
|
24,401,194
|
|
Income Tax Payable
|
|
377,029
|
|
|
998,496
|
|
||
Accrued Salaries and Wages
|
|
8,912,650
|
|
|
7,988,594
|
|
||
Other Accrued Liabilities
|
|
21,856,992
|
|
|
18,049,283
|
|
||
Customer Advance Payments
|
|
32,245,825
|
|
|
11,267,525
|
|
||
Long Term Debt Due Within One Year
|
|
14,285,714
|
|
|
14,285,714
|
|
||
Billings In Excess of Costs and Estimated Earnings On Uncompleted Contracts
|
|
1,237,978
|
|
|
987,771
|
|
||
Total Current Liabilities
|
|
109,492,825
|
|
|
77,978,577
|
|
||
Long-Term Accrued Liabilities Due After One Year
|
|
8,748,481
|
|
|
—
|
|
||
Long-Term Debt Due After One Year
|
|
196,428,571
|
|
|
210,714,286
|
|
||
Deferred Income Taxes
|
|
32,426,015
|
|
|
30,472,937
|
|
||
Shareholders’ Equity:
|
|
|
|
|
||||
Common Stock, $1 Par Value, Shares Authorized 50,000,000 (25,376,967 Shares at November 30, 2012 and 25,218,320 Shares at February 29, 2012)
|
|
25,376,967
|
|
|
25,218,320
|
|
||
Capital In Excess of Par Value
|
|
17,295,689
|
|
|
14,200,811
|
|
||
Retained Earnings
|
|
284,412,072
|
|
|
247,059,938
|
|
||
Accumulated Other Comprehensive Income
|
|
283,912
|
|
|
1,303,974
|
|
||
Less Common Stock Held In Treasury, At Cost (0 Shares at November 30, 2012 and 53,090 Shares at February 29, 2012)
|
|
—
|
|
|
(174,278
|
)
|
||
Total Shareholders’ Equity
|
|
327,368,640
|
|
|
287,608,765
|
|
||
|
|
$
|
674,464,532
|
|
|
$
|
606,774,565
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
11/30/2012
|
|
11/30/2011
|
|
11/30/2012
|
|
11/30/2011
|
||||||||
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
||||||||
Net Sales
|
|
$
|
149,674,616
|
|
|
$
|
116,492,703
|
|
|
$
|
430,202,771
|
|
|
$
|
345,486,904
|
|
Costs And Expenses
|
|
|
|
|
|
|
|
|
||||||||
Cost of Sales
|
|
104,671,793
|
|
|
85,685,729
|
|
|
304,022,422
|
|
|
253,230,966
|
|
||||
Selling, General and Administrative
|
|
17,894,549
|
|
|
11,320,064
|
|
|
49,019,008
|
|
|
36,109,841
|
|
||||
Interest Expense
|
|
3,234,340
|
|
|
3,518,978
|
|
|
9,802,412
|
|
|
10,453,156
|
|
||||
Net Loss (Gain) On Sale of Property, Plant and Equipment, and Insurance Proceeds
|
|
157,065
|
|
|
(7,101
|
)
|
|
(5,794,623
|
)
|
|
163,777
|
|
||||
Other Expense (Income) - net
|
|
(453,853
|
)
|
|
(192,569
|
)
|
|
(700,074
|
)
|
|
(1,224,927
|
)
|
||||
|
|
125,503,894
|
|
|
100,325,101
|
|
|
356,349,145
|
|
|
298,732,813
|
|
||||
Income Before Income Taxes
|
|
24,170,722
|
|
|
16,167,602
|
|
|
73,853,626
|
|
|
46,754,091
|
|
||||
Income Tax Expense
|
|
8,807,042
|
|
|
6,146,684
|
|
|
26,631,069
|
|
|
17,661,951
|
|
||||
Net Income
|
|
$
|
15,363,680
|
|
|
$
|
10,020,918
|
|
|
$
|
47,222,557
|
|
|
29,092,140
|
|
|
Earnings Per Common Share
|
|
|
|
|
|
|
|
|
||||||||
Basic Earnings Per Share
|
|
$
|
0.61
|
|
|
$
|
0.40
|
|
|
$
|
1.87
|
|
|
$
|
1.16
|
|
Diluted Earnings Per Share
|
|
$
|
0.60
|
|
|
$
|
0.39
|
|
|
$
|
1.85
|
|
|
$
|
1.15
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
11/30/2012
|
|
11/30/2011
|
|
11/30/2012
|
|
11/30/2011
|
||||||||
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
||||||||
Net Income
|
|
$
|
15,363,680
|
|
|
$
|
10,020,918
|
|
|
$
|
47,222,557
|
|
|
$
|
29,092,140
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
||||||||
Foreign Currency Translation Adjustments
|
|
|
|
|
|
|
|
|
||||||||
Unrealized Translation Gains (Losses)
|
|
(1,009,165
|
)
|
|
(492,051
|
)
|
|
(979,384
|
)
|
|
(549,443
|
)
|
||||
Interest Rate Swap, Net of Income Tax of $7,301, $7,301, $21,903 and $21,903, respectively.
|
|
(13,560
|
)
|
|
(13,560
|
)
|
|
(40,678
|
)
|
|
(40,678
|
)
|
||||
Other Comprehensive Income (Loss)
|
|
(1,022,725
|
)
|
|
(505,611
|
)
|
|
(1,020,062
|
)
|
|
(590,121
|
)
|
||||
Comprehensive Income
|
|
$
|
14,340,955
|
|
|
$
|
9,515,307
|
|
|
$
|
46,202,495
|
|
|
$
|
28,502,019
|
|
|
|
Nine Months Ended
|
||||||
|
|
11/30/2012
|
|
11/30/2011
|
||||
|
|
(Unaudited)
|
|
(Unaudited)
|
||||
Cash Flows From Operating Activities:
|
|
|
|
|
||||
Net Income
|
|
$
|
47,222,557
|
|
|
$
|
29,092,140
|
|
Adjustments To Reconcile Net Income To Net Cash Provided By Operating Activities:
|
|
|
|
|
||||
Provision For Doubtful Accounts
|
|
472,560
|
|
|
129,338
|
|
||
Amortization and Depreciation
|
|
21,072,577
|
|
|
16,869,925
|
|
||
Deferred Income Tax Expense
|
|
2,544,663
|
|
|
3,491,732
|
|
||
Net Loss (Gain) On Insurance Settlement or On Sale of Property, Plant & Equipment
|
|
(5,794,623
|
)
|
|
163,777
|
|
||
Amortization of Deferred Borrowing Costs
|
|
213,152
|
|
|
241,006
|
|
||
Share Based Compensation Expense
|
|
2,816,827
|
|
|
2,696,083
|
|
||
Effects of Changes In Assets & Liabilities:
|
|
|
|
|
||||
Accounts Receivable
|
|
(8,318,577
|
)
|
|
(3,693,162
|
)
|
||
Inventories
|
|
(6,684,028
|
)
|
|
(5,273,206
|
)
|
||
Prepaid Expenses and Other
|
|
(1,058,221
|
)
|
|
(1,153,152
|
)
|
||
Other Assets
|
|
98,629
|
|
|
(3,808
|
)
|
||
Net Change In Billings Related To Costs and Estimated Earnings On Uncompleted Contracts
|
|
2,031,912
|
|
|
2,176,709
|
|
||
Accounts Payable
|
|
2,459,582
|
|
|
2,604,300
|
|
||
Other Accrued Liabilities and Income Taxes Payable
|
|
9,509,647
|
|
|
(510,062
|
)
|
||
Net Cash Provided By Operating Activities
|
|
66,586,657
|
|
|
46,831,620
|
|
||
Cash Flows From Investing Activities:
|
|
|
|
|
||||
Proceeds From Sale Or Insurance Settlement of Property, Plant, and Equipment
|
|
8,658,020
|
|
|
273,521
|
|
||
Purchase of Property, Plant and Equipment
|
|
(19,628,014
|
)
|
|
(16,344,083
|
)
|
||
Acquisition of Subsidiaries, Net of Cash Acquired
|
|
(122,632,180
|
)
|
|
—
|
|
||
Net Cash Used In Investing Activities
|
|
(133,602,174
|
)
|
|
(16,070,562
|
)
|
||
Cash Flows From Financing Activities:
|
|
|
|
|
||||
Proceeds From Exercise of Stock Options
|
|
15,781
|
|
|
48
|
|
||
Excess Tax Benefits From Stock Options and Stock Appreciation Rights
|
|
1,283,240
|
|
|
199,427
|
|
||
Payments of Debt Financing Costs
|
|
(100,000
|
)
|
|
—
|
|
||
Payments on Long Term Debt
|
|
(18,135,866
|
)
|
|
|
|
||
Payments of Dividends
|
|
(9,870,423
|
)
|
|
(9,420,167
|
)
|
||
Net Cash Used In Financing Activities
|
|
(26,807,268
|
)
|
|
(9,220,692
|
)
|
||
Effect of Exchange Rate Changes on Cash
|
|
25,939
|
|
|
168,350
|
|
||
Net Increase (Decrease) In Cash & Cash Equivalents
|
|
(93,796,846
|
)
|
|
21,708,716
|
|
||
Cash & Cash Equivalents At Beginning of Period
|
|
143,302,666
|
|
|
138,389,837
|
|
||
Cash & Cash Equivalents At End of Period
|
|
$
|
49,505,820
|
|
|
$
|
160,098,553
|
|
Supplemental Disclosures
|
|
|
|
|
||||
Cash Paid For Interest
|
|
$
|
9,567,067
|
|
|
$
|
10,041,387
|
|
Cash Paid For Income Taxes
|
|
$
|
23,870,187
|
|
|
$
|
16,636,076
|
|
|
|
Common Stock
|
|
Capital in
Excess of
Par Value
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Total
|
|||||||||||||||
|
|
|
|
||||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||
Balance at February 29, 2012
|
|
25,218,320
|
|
|
$
|
25,218,320
|
|
|
$
|
14,200,811
|
|
|
$
|
247,059,938
|
|
|
$
|
1,303,974
|
|
|
$
|
(174,278
|
)
|
|
$
|
287,608,765
|
|
Exercise of Stock Options
|
|
7,488
|
|
|
7,488
|
|
|
8,293
|
|
|
|
|
|
|
|
|
15,781
|
|
|||||||||
Stock Compensation
|
|
14,000
|
|
|
14,000
|
|
|
2,802,827
|
|
|
|
|
|
|
|
|
2,816,827
|
|
|||||||||
Restricted Stock Units
|
|
|
|
|
|
(516,916
|
)
|
|
|
|
|
|
103,537
|
|
|
(413,379
|
)
|
||||||||||
Stock Issued for SARs
|
|
89,662
|
|
|
89,662
|
|
|
(1,296,943
|
)
|
|
|
|
|
|
15,362
|
|
|
(1,191,919
|
)
|
||||||||
Employee Stock Purchase Plan
|
|
47,497
|
|
|
47,497
|
|
|
814,377
|
|
|
|
|
|
|
55,379
|
|
|
917,253
|
|
||||||||
Federal Income Tax Deducted on Stock Options and SARs
|
|
|
|
|
|
1,283,240
|
|
|
|
|
|
|
|
|
1,283,240
|
|
|||||||||||
Cash Dividend Paid
|
|
|
|
|
|
|
|
(9,870,423
|
)
|
|
|
|
|
|
(9,870,423
|
)
|
|||||||||||
Net Income
|
|
|
|
|
|
|
|
47,222,557
|
|
|
|
|
|
|
47,222,557
|
|
|||||||||||
Foreign Currency Translation
|
|
|
|
|
|
|
|
|
|
(979,384
|
)
|
|
|
|
(979,384
|
)
|
|||||||||||
Interest Rate Swap, Net of $21,903 Income Tax
|
|
|
|
|
|
|
|
|
|
(40,678
|
)
|
|
|
|
(40,678
|
)
|
|||||||||||
Balance at November 30, 2012
|
|
25,376,967
|
|
|
$
|
25,376,967
|
|
|
$
|
17,295,689
|
|
|
$
|
284,412,072
|
|
|
$
|
283,912
|
|
|
$
|
—
|
|
|
$
|
327,368,640
|
|
1.
|
Basis of Presentation
|
2.
|
Earnings per share.
|
|
|
Three Months ended November 30,
|
|
Nine Months Ended November 30,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
|
(Unaudited)
(In thousands except share and per share data)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net income for basic and diluted earnings per common share
|
|
$
|
15,364
|
|
|
$
|
10,021
|
|
|
$
|
47,223
|
|
|
$
|
29,092
|
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Denominator for basic earnings per common share–weighted average shares
|
|
25,362,450
|
|
|
25,163,452
|
|
|
25,301,207
|
|
|
25,120,596
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Employee and Director stock awards
|
|
240,412
|
|
|
210,832
|
|
|
236,050
|
|
|
219,064
|
|
||||
Denominator for diluted earnings per common share
|
|
25,602,862
|
|
|
25,374,284
|
|
|
25,537,257
|
|
|
25,339,660
|
|
||||
Earnings per share basic and diluted:
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share
|
|
$
|
0.61
|
|
|
$
|
0.40
|
|
|
$
|
1.87
|
|
|
$
|
1.16
|
|
Diluted earnings per common share
|
|
$
|
0.60
|
|
|
$
|
0.39
|
|
|
$
|
1.85
|
|
|
$
|
1.15
|
|
3.
|
Stock-based Compensation.
|
|
|
Restricted
Stock Units
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Non-Vested Balance as of February 29, 2012
|
|
122,450
|
|
|
$
|
13.89
|
|
Granted
|
|
41,760
|
|
|
25.81
|
|
|
Vested
|
|
(58,028
|
)
|
|
9.22
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Non-Vested Balance as of November 30, 2012
|
|
106,182
|
|
|
$
|
20.92
|
|
|
|
Options/SAR’s
|
|
Weighted Average
Exercise Price
|
|||
Outstanding as of February 29, 2012
|
|
573,000
|
|
|
$
|
15.46
|
|
Granted
|
|
118,107
|
|
|
25.77
|
|
|
Exercised
|
|
(251,240
|
)
|
|
13.84
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Outstanding as of November 30, 2012
|
|
439,867
|
|
|
$
|
19.12
|
|
Exercisable as of November 30, 2012
|
|
115,399
|
|
|
$
|
13.14
|
|
Weighted average fair value of options and SARs granted during the period ended November 30, 2012
|
|
|
|
$
|
8.81
|
|
For the period ended November 30,
|
|
2012
|
|
2011
|
||||
Compensation Expense
|
|
$
|
2,816,827
|
|
|
$
|
2,696,083
|
|
Income tax benefits
|
|
$
|
985,889
|
|
|
$
|
943,629
|
|
4.
|
Segments.
|
|
|
Three Months Ended November 30,
|
|
Nine Months Ended November 30,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
|
(Unaudited)
(In thousands) |
||||||||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
||||||||
Electrical and Industrial Products
|
|
$
|
60,421
|
|
|
$
|
43,849
|
|
|
$
|
171,633
|
|
|
$
|
136,518
|
|
Galvanizing Services
|
|
89,254
|
|
|
72,644
|
|
|
258,570
|
|
|
208,969
|
|
||||
|
|
149,675
|
|
|
116,493
|
|
|
430,203
|
|
|
345,487
|
|
||||
Operating Income (a):
|
|
|
|
|
|
|
|
|
||||||||
Electrical and Industrial Products
|
|
8,952
|
|
|
5,719
|
|
|
25,087
|
|
|
18,214
|
|
||||
Galvanizing Services
|
|
24,449
|
|
|
18,555
|
|
|
70,631
|
|
|
54,431
|
|
||||
|
|
33,401
|
|
|
24,274
|
|
|
95,718
|
|
|
72,645
|
|
||||
General Corporate Expense (b)
|
|
5,721
|
|
|
4,662
|
|
|
17,795
|
|
|
15,778
|
|
||||
Interest Expense
|
|
3,234
|
|
|
3,519
|
|
|
9,802
|
|
|
10,453
|
|
||||
Other (Income) Expense, Net (c)
|
|
275
|
|
|
(75
|
)
|
|
(5,733
|
)
|
|
(340
|
)
|
||||
|
|
9,230
|
|
|
8,106
|
|
|
21,864
|
|
|
25,891
|
|
||||
Income Before Income Taxes
|
|
$
|
24,171
|
|
|
$
|
16,168
|
|
|
$
|
73,854
|
|
|
$
|
46,754
|
|
Total Assets:
|
|
|
|
|
|
|
|
|
||||||||
Electrical and Industrial Products
|
|
$
|
260,191
|
|
|
$
|
136,008
|
|
|
$
|
260,191
|
|
|
$
|
136,008
|
|
Galvanizing Services
|
|
359,694
|
|
|
283,141
|
|
|
359,694
|
|
|
283,141
|
|
||||
Corporate
|
|
54,580
|
|
|
174,517
|
|
|
54,580
|
|
|
174,517
|
|
||||
|
|
$
|
674,465
|
|
|
$
|
593,666
|
|
|
$
|
674,465
|
|
|
$
|
593,666
|
|
(a)
|
Segment operating income consists of net sales, less cost of sales, specifically identifiable selling, general and administrative expenses, and other income and expense items that are specifically identifiable to a segment.
|
(b)
|
General Corporate Expense consists of selling, general and administrative expenses that are not specifically identifiable to a segment.
|
(c)
|
Other (income) expense, net includes other (income) expenses not specifically identifiable to a segment.
|
5.
|
Warranty Reserves.
|
|
Warranty Reserve
|
||
|
(unaudited)
|
||
|
(in thousands)
|
||
Balance at February 29, 2012
|
$
|
1,670
|
|
Warranty costs incurred
|
(754
|
)
|
|
Additions charged to income
|
355
|
|
|
Balance at May 31, 2012
|
$
|
1,271
|
|
Warranty costs incurred
|
(368
|
)
|
|
Additions charged to income
|
615
|
|
|
Balance at August 31, 2012
|
$
|
1,518
|
|
Warranty costs incurred
|
(470
|
)
|
|
Additions charged to income
|
253
|
|
|
Balance at November 30, 2012
|
$
|
1,301
|
|
6.
|
Acquisitions
|
|
|
Three Months Ended November 30,
|
|
Nine Months Ended November 30,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
|
(In thousands, except for per share amounts)
|
||||||||||||||
Net Sales
|
|
$
|
149,675
|
|
|
$
|
126,181
|
|
|
$
|
443,351
|
|
|
$
|
381,287
|
|
Net Income
|
|
$
|
15,364
|
|
|
$
|
9,643
|
|
|
$
|
47,369
|
|
|
$
|
29,912
|
|
Earnings Per Common Share
|
|
|
|
|
|
|
|
|
||||||||
Basic Earnings Per Share
|
|
$
|
0.61
|
|
|
$
|
0.38
|
|
|
$
|
1.87
|
|
|
$
|
1.19
|
|
Diluted Earnings Per Share
|
|
$
|
0.60
|
|
|
$
|
0.38
|
|
|
$
|
1.85
|
|
|
$
|
1.18
|
|
|
($ in thousands)
|
||
Current Assets
|
$
|
22,901
|
|
Property and Equipment
|
1,416
|
|
|
Intangible Assets
|
50,600
|
|
|
Goodwill
|
32,323
|
|
|
Other Assets
|
58
|
|
|
Total Assets Acquired
|
107,298
|
|
|
Current Liabilities
|
(17,866
|
)
|
|
Long Term Liabilities
|
(12,388
|
)
|
|
Net Assets Acquired
|
$
|
77,044
|
|
7.
|
Subsequent Events
|
|
|
Period Ended
|
|
|
|
Period Ended
|
|
|
||||
Backlog
|
|
2/29/2012
|
|
$
|
138,621
|
|
|
2/28/2011
|
|
$
|
108,379
|
|
Bookings
|
|
|
|
124,666
|
|
|
|
|
120,697
|
|
||
Shipments
|
|
|
|
127,143
|
|
|
|
|
114,333
|
|
||
Backlog
|
|
5/31/2012
|
|
$
|
136,144
|
|
|
5/31/2011
|
|
$
|
114,743
|
|
Book to Ship Ratio
|
|
|
|
0.98
|
|
|
|
|
1.06
|
|
||
Bookings
|
|
|
|
151,804
|
|
|
|
|
123,097
|
|
||
Acquired Backlog
|
|
|
|
78,491
|
|
|
|
|
—
|
|
||
Shipments
|
|
|
|
153,385
|
|
|
|
|
114,661
|
|
||
Backlog
|
|
8/31/2012
|
|
$
|
213,054
|
|
|
8/31/2011
|
|
$
|
123,179
|
|
Book to Ship Ratio
|
|
|
|
0.99
|
|
|
|
|
1.07
|
|
||
Bookings
|
|
|
|
152,421
|
|
|
|
|
125,381
|
|
||
Shipments
|
|
|
|
149,675
|
|
|
|
|
116,493
|
|
||
Backlog
|
|
11/30/2012
|
|
$
|
215,800
|
|
|
11/30/2011
|
|
$
|
132,067
|
|
Book to Ship Ratio
|
|
|
|
1.02
|
|
|
|
|
1.08
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
11/30/2012
|
|
11/30/2011
|
|
11/30/2012
|
|
11/30/2011
|
||||||||
|
|
(In thousands)(unaudited)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Electrical and Industrial Products
|
|
$
|
60,421
|
|
|
$
|
43,849
|
|
|
$
|
171,633
|
|
|
$
|
136,518
|
|
Galvanizing Services
|
|
89,254
|
|
|
72,644
|
|
|
258,570
|
|
|
208,969
|
|
||||
Total Revenue
|
|
$
|
149,675
|
|
|
$
|
116,493
|
|
|
$
|
430,203
|
|
|
$
|
345,487
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
11/30/2012
|
|
11/30/2011
|
|
11/30/2012
|
|
11/30/2011
|
||||||||
|
|
(In thousands)(Unaudited)
|
||||||||||||||
Segment Operating Income:
|
|
|
|
|
|
|
|
|
||||||||
Electrical and Industrial Products
|
|
$
|
8,952
|
|
|
$
|
5,719
|
|
|
$
|
25,087
|
|
|
$
|
18,214
|
|
Galvanizing Services
|
|
24,449
|
|
|
18,555
|
|
|
70,631
|
|
|
54,431
|
|
||||
Total Segment Operating Income
|
|
$
|
33,401
|
|
|
$
|
24,274
|
|
|
$
|
95,718
|
|
|
$
|
72,645
|
|
|
|
Operating
Leases |
|
Long-Term
Debt |
|
Interest
|
|
Total
|
||||||||
|
|
(In thousands)
|
||||||||||||||
2013
|
|
$
|
1,162
|
|
|
$
|
—
|
|
|
$
|
3,387
|
|
|
$
|
4,549
|
|
2014
|
|
4,269
|
|
|
14,286
|
|
|
11,678
|
|
|
30,233
|
|
||||
2015
|
|
4,027
|
|
|
14,286
|
|
|
10,786
|
|
|
29,099
|
|
||||
2016
|
|
3,734
|
|
|
14,286
|
|
|
9,895
|
|
|
27,915
|
|
||||
2017
|
|
3,539
|
|
|
14,286
|
|
|
9,004
|
|
|
26,829
|
|
||||
Thereafter
|
|
8,903
|
|
|
153,570
|
|
|
28,883
|
|
|
191,356
|
|
||||
Total
|
|
$
|
25,634
|
|
|
$
|
210,714
|
|
|
$
|
73,633
|
|
|
$
|
309,981
|
|
|
|
AZZ incorporated
(Registrant)
|
|
|
|
DATE: January 9, 2013
|
By:
|
/s/ Dana Perry
|
|
|
Dana Perry
Senior Vice President for Finance
Principal Financial Officer
|
3(1)
|
|
Articles of Incorporation, and all amendments thereto (incorporated by reference to the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1981).
|
|
|
|
3(2)
|
|
Articles of Amendment to the Article of Incorporation of the Registrant dated June 30, 1988 (incorporated by reference to the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 29, 2000).
|
|
|
|
3(3)
|
|
Articles of Amendment to the Articles of Incorporation of the Registrant dated October 25, 1999 (incorporated by reference to the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 29, 2000).
|
|
|
|
3(4)
|
|
Articles of Amendment to the Articles of Incorporation dated July 17, 2000 (incorporated by reference to the Quarterly Report Form 10-Q filed by Registrant for the quarter ended August 31, 2000).
|
|
|
|
3(5)
|
|
Amended and Restated Bylaws of AZZ incorporated (incorporated by reference to the Exhibit 3(1) to the Current Report Form 8-K filed by the Registrant on November 27, 2007).
|
|
|
|
3(6)
|
|
Amended and Restated Bylaws of AZZ incorporated (incorporated by reference to the Exhibit 3(1) to the Current Report Form 8-K filed by the Registrant on April 3, 2010).
|
|
|
|
4
|
|
Form of Stock Certificate for the Company’s $1.00 par value Common Stock (incorporated by reference to the Quarterly Report Form 10-Q filed by Registrant August 31, 2000).
|
|
|
|
10(1)
|
|
Second Amended and Restated Credit Agreement with Bank of America, N.A., dated May 25, 2006 (incorporated by reference to Exhibit 10(1) of the Form 8-K filed by the Registrant on May 26, 2006).
|
|
|
|
10(2)
|
|
First Amendment to Second Amended and Restated Credit Agreement with Bank of America, N.A., dated February 28, 2007 (incorporated by reference to Exhibit 10(1) of the Form 8-K filed by the Registrant on March 1, 2007).
|
|
|
|
10(3)
|
|
Second Amendment and Consent to Second Amendment and Restated Credit Agreement dated March 31, 2008, by and between AZZ incorporated and Bank of America, N.A. (incorporated by reference to Exhibit 10(3) of the Form 8-K filed by the registrant on April 2, 2008).
|
|
|
|
10(4)
|
|
Note Purchase Agreement dated March 31, 2008, by and among AZZ incorporated and the purchasers listed therein (incorporated by reference to Exhibit 10(1) of the Form 8-K filed by the registrant on April 2, 2008).
|
|
|
|
10(5)
|
|
AZZ incorporated Amended and Restated 2005 Long-Term Incentive Plan (incorporated by reference to Appendix A of the Proxy Statement for the 2008 Annual Shareholders Meeting).
|
|
|
|
10(6)
|
|
AZZ incorporated Employee Stock Purchase Plan (incorporated by reference to Appendix B of the Proxy Statement for the 2008 Annual Shareholders Meeting).
|
|
|
|
10(7)
|
|
AZZ incorporated 2001 Long-Term Incentive Plan (incorporated by reference to Exhibit A of the Proxy Statement for the 2001 Annual Shareholders Meeting).
|
|
|
|
10(8)
|
|
Third Amendment to Second Amended and Restated Credit Agreement with Bank of America, N.A., dated December 3, 2008 (incorporated by reference to Exhibit 10(16) of the Form 10-Q filed by the registrant on July 3, 2012).
|
|
|
|
10(9)
|
|
Fourth Amendment to Second Amended and Restated Credit Agreement with Bank of America, N.A., dated February 13, 2009 (incorporated by reference to Exhibit 10(17) of the Form 10-Q filed by the registrant on July 3, 2012).
|
|
|
|
10(10)
|
|
Fifth Amendment to Second Amended and Restated Credit Agreement with Bank of America, N.A., dated April 29, 2010 (incorporated by reference to Exhibit 10(1) of the Form 8-K filed by the registrant on April 30, 2010).
|
|
|
|
10(11)
|
|
Sixth Amendment to Second Amended and Restated Credit Agreement with Bank of America, N.A., dated January 20, 2012 (incorporated be reference to Exhibit 10(1) of the Form 8-K filed by the registrant on January 23, 2012).
|
|
|
|
10(12)
|
|
Note Purchase Agreement, dated as of January 20, 2011, by and among AZZ incorporated and Galvan Metal Inc. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the registrant on January 31, 2011).
|
|
|
10(13)
|
|
Asset Purchase Agreement, dated April 27, 2012, by and among AZZ incorporated, AZZ AcqurieCo, Inc., and Nuclear Logistics Incorporated and certain shareholders thereof identified therein (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the registrant on May 3, 2012).
|
10(14)
|
|
Seventh Amendment and Consent to Second Amended and Restated Credit Agreement with Bank of America, N.A., dated October 1, 2012 (on Form 8-K filed by the registrant on October 1, 2012).
|
|
|
|
||
31.1
|
|
|
Chief Executive Officer Certificate pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated January 9, 2013. Filed Herewith.
|
|
|
||
31.2
|
|
|
Chief Financial Officer Certificate pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated January 9, 2013. Filed Herewith.
|
|
|
||
32.1
|
|
|
Chief Executive Officer Certificate pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated January 9, 2013. Filed Herewith.
|
|
|
||
32.2
|
|
|
Chief Financial Officer Certificate pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated January 9, 2013. Filed Herewith.
|
|
|
||
*101.INS
|
|
XBRL Instance Document
|
|
|
|
||
*101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
||
*101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
||
*101.DEF
|
|
XBRL Taxonomy Definition Linkbase
|
|
|
|
||
*101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
||
*101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
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The exhibits shall be deemed “furnished” and not “filed” pursuant to the Securities Exchange Act of 1934.
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