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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 | |
---|---|---|---|---|---|---|---|---|
0.61 | 0.81% | 76.00 | 76.65 | 74.49 | 75.13 | 345,314 | 01:00:00 |
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 Inc.
|
(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 7th Street
|
|
|
Fort Worth, Texas
|
|
76107
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
|
ý
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|||
Non-accelerated filer
|
|
¨
|
|
Smaller Reporting Company
|
|
¨
|
Title of each class:
|
|
Outstanding at November 30, 2016:
|
Common Stock, $1.00 par value per share
|
|
25,953,941
|
|
|
PAGE
NO.
|
PART I.
|
|
|
Item 1.
|
|
|
|
Condensed Financial Statements
|
|
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
PART II.
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
|
|
|
||
|
|
|
|
|
|
11/30/2016
|
|
2/29/2016
|
||||
|
|
(In thousands, except per share data)
|
||||||
|
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
13,479
|
|
|
$
|
40,191
|
|
Accounts receivable (net of allowance for doubtful accounts of $349 as of November 30, 2016 and $264 as of February 29, 2016)
|
|
167,039
|
|
|
131,416
|
|
||
Inventories:
|
|
|
|
|
||||
Raw material
|
|
77,126
|
|
|
66,548
|
|
||
Work-in-process
|
|
48,196
|
|
|
28,539
|
|
||
Finished goods
|
|
496
|
|
|
7,048
|
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
|
26,059
|
|
|
32,287
|
|
||
Deferred income taxes
|
|
223
|
|
|
200
|
|
||
Prepaid expenses and other
|
|
4,666
|
|
|
3,105
|
|
||
Total current assets
|
|
337,284
|
|
|
309,334
|
|
||
Property, plant and equipment, net
|
|
224,092
|
|
|
226,333
|
|
||
Goodwill
|
|
305,411
|
|
|
292,527
|
|
||
Intangibles and other assets, net
|
|
150,888
|
|
|
153,816
|
|
||
|
|
$
|
1,017,675
|
|
|
$
|
982,010
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
55,910
|
|
|
$
|
46,748
|
|
Income tax payable
|
|
4,290
|
|
|
2,697
|
|
||
Accrued salaries and wages
|
|
21,842
|
|
|
30,473
|
|
||
Other accrued liabilities
|
|
24,456
|
|
|
20,406
|
|
||
Customer advance payments
|
|
19,351
|
|
|
15,652
|
|
||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
|
11,718
|
|
|
9,237
|
|
||
Debt due within one year
|
|
18,973
|
|
|
23,192
|
|
||
Total current liabilities
|
|
156,540
|
|
|
148,405
|
|
||
Debt due after one year, net
|
|
292,181
|
|
|
302,429
|
|
||
Deferred income taxes
|
|
49,650
|
|
|
49,960
|
|
||
Total liabilities
|
|
498,371
|
|
|
500,794
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
||||
Common stock, $1 par, shares authorized 100,000; 26,054 shares issued and 25,954 oustanding at November 30, 2016 and 25,874 shares issued and oustanding at February 29, 2016
|
|
26,054
|
|
|
25,874
|
|
||
Capital in excess of par value
|
|
41,493
|
|
|
35,148
|
|
||
Retained earnings
|
|
487,875
|
|
|
450,754
|
|
||
Accumulated other comprehensive loss
|
|
(30,836
|
)
|
|
(30,560
|
)
|
||
Less - 100 common shares held in treasury at cost
|
|
(5,282
|
)
|
|
—
|
|
||
Total shareholders’ equity
|
|
519,304
|
|
|
481,216
|
|
||
|
|
$
|
1,017,675
|
|
|
$
|
982,010
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
11/30/2016
|
|
11/30/2015
|
|
11/30/2016
|
|
11/30/2015
|
||||||||
|
|
(In thousands, except per share data)
|
||||||||||||||
|
|
(Unaudited)
|
||||||||||||||
Net sales
|
|
$
|
227,459
|
|
|
$
|
242,447
|
|
|
$
|
665,171
|
|
|
$
|
685,581
|
|
Cost of sales
|
|
173,593
|
|
|
179,999
|
|
|
506,091
|
|
|
510,324
|
|
||||
Gross margin
|
|
53,866
|
|
|
62,448
|
|
|
159,080
|
|
|
175,257
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
|
25,082
|
|
|
26,040
|
|
|
80,898
|
|
|
79,545
|
|
||||
Operating income
|
|
28,784
|
|
|
36,408
|
|
|
78,182
|
|
|
95,712
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
3,654
|
|
|
3,743
|
|
|
11,159
|
|
|
11,612
|
|
||||
Net (gain) loss on sale of property, plant and equipment and insurance proceeds
|
|
(57
|
)
|
|
(16
|
)
|
|
26
|
|
|
(465
|
)
|
||||
Other (income) expense - net
|
|
(759
|
)
|
|
(27
|
)
|
|
(949
|
)
|
|
828
|
|
||||
Income before income taxes
|
|
25,946
|
|
|
32,708
|
|
|
67,946
|
|
|
83,737
|
|
||||
Income tax expense
|
|
7,695
|
|
|
9,161
|
|
|
18,609
|
|
|
23,023
|
|
||||
Net income
|
|
$
|
18,251
|
|
|
$
|
23,547
|
|
|
$
|
49,337
|
|
|
$
|
60,714
|
|
Earnings per common share
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
|
$
|
0.70
|
|
|
$
|
0.91
|
|
|
$
|
1.90
|
|
|
$
|
2.35
|
|
Diluted earnings per share
|
|
$
|
0.70
|
|
|
$
|
0.91
|
|
|
$
|
1.89
|
|
|
$
|
2.34
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
11/30/2016
|
|
11/30/2015
|
|
11/30/2016
|
|
11/30/2015
|
||||||||
|
|
(In thousands)
|
||||||||||||||
|
|
(Unaudited)
|
||||||||||||||
Net income
|
|
$
|
18,251
|
|
|
$
|
23,547
|
|
|
$
|
49,337
|
|
|
$
|
60,714
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
||||||||
Unrealized translation losses
|
|
(2,918
|
)
|
|
(1,492
|
)
|
|
(235
|
)
|
|
(6,652
|
)
|
||||
Interest rate swap, net of income tax of $7, $7, $22, and $22, respectively.
|
|
(14
|
)
|
|
(14
|
)
|
|
(41
|
)
|
|
(41
|
)
|
||||
Other comprehensive loss
|
|
(2,932
|
)
|
|
(1,506
|
)
|
|
(276
|
)
|
|
(6,693
|
)
|
||||
Comprehensive income
|
|
$
|
15,319
|
|
|
$
|
22,041
|
|
|
$
|
49,061
|
|
|
$
|
54,021
|
|
|
|
Nine Months Ended
|
||||||
|
|
11/30/2016
|
|
11/30/2015
|
||||
|
|
(In thousands)
|
||||||
|
|
(Unaudited)
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
||||
Net income
|
|
$
|
49,337
|
|
|
$
|
60,714
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Provision (recovery) for doubtful accounts
|
|
18
|
|
|
(1,045
|
)
|
||
Amortization and depreciation
|
|
37,964
|
|
|
35,077
|
|
||
Deferred income taxes
|
|
(331
|
)
|
|
(32
|
)
|
||
Net loss on disposition of property, plant & equipment due to realignment
|
|
6,602
|
|
|
464
|
|
||
Net (gain) loss on sale of property, plant & equipment and insurance proceeds
|
|
26
|
|
|
(465
|
)
|
||
Amortization of deferred borrowing costs
|
|
952
|
|
|
1,015
|
|
||
Share-based compensation expense
|
|
4,408
|
|
|
3,493
|
|
||
Effects of changes in assets & liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(33,706
|
)
|
|
(3,209
|
)
|
||
Inventories
|
|
(20,760
|
)
|
|
(7,872
|
)
|
||
Prepaid expenses and other
|
|
(1,554
|
)
|
|
(935
|
)
|
||
Other assets
|
|
(2,451
|
)
|
|
(420
|
)
|
||
Net change in billings related to costs and estimated earnings on uncompleted contracts
|
|
8,853
|
|
|
(3,056
|
)
|
||
Accounts payable
|
|
7,588
|
|
|
15,835
|
|
||
Other accrued liabilities and income taxes payable
|
|
329
|
|
|
4,594
|
|
||
Net cash provided by operating activities
|
|
57,275
|
|
|
104,158
|
|
||
Cash Flows From Investing Activities:
|
|
|
|
|
||||
Proceeds from sale or insurance settlement of property, plant, and equipment
|
|
543
|
|
|
1,111
|
|
||
Purchase of property, plant and equipment
|
|
(29,135
|
)
|
|
(32,161
|
)
|
||
Acquisition of subsidiaries, net of cash acquired
|
|
(22,679
|
)
|
|
(49,818
|
)
|
||
Net cash used in investing activities
|
|
(51,271
|
)
|
|
(80,868
|
)
|
||
Cash Flows From Financing Activities:
|
|
|
|
|
||||
Excess tax benefits from share-based compensation
|
|
—
|
|
|
496
|
|
||
Proceeds from revolving loan
|
|
150,000
|
|
|
112,481
|
|
||
Payments on revolving loan
|
|
(144,000
|
)
|
|
(108,561
|
)
|
||
Payments on long term debt
|
|
(20,848
|
)
|
|
(19,911
|
)
|
||
Purchases of treasury shares
|
|
(5,282
|
)
|
|
—
|
|
||
Payments of dividends
|
|
(12,216
|
)
|
|
(11,606
|
)
|
||
Net cash used in financing activities
|
|
(32,346
|
)
|
|
(27,101
|
)
|
||
Effect of exchange rate changes on cash
|
|
(370
|
)
|
|
(1,118
|
)
|
||
Net decrease in cash & cash equivalents
|
|
(26,712
|
)
|
|
(4,929
|
)
|
||
Cash & cash equivalents at beginning of period
|
|
40,191
|
|
|
22,527
|
|
||
Cash & cash equivalents at end of period
|
|
$
|
13,479
|
|
|
$
|
17,598
|
|
Supplemental disclosures
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
9,291
|
|
|
$
|
9,942
|
|
Cash paid for income taxes
|
|
$
|
17,768
|
|
|
$
|
15,638
|
|
|
|
Common Stock
|
|
Capital in
Excess of
Par Value
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Total
|
|||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||
Balance at February 29, 2016
|
|
25,874
|
|
|
$
|
25,874
|
|
|
$
|
35,148
|
|
|
$
|
450,754
|
|
|
$
|
(30,560
|
)
|
|
$
|
—
|
|
|
$
|
481,216
|
|
Stock compensation
|
|
13
|
|
|
13
|
|
|
4,395
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,408
|
|
||||||
Restricted stock units
|
|
25
|
|
|
25
|
|
|
(598
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(573
|
)
|
||||||
Stock issued for SARs
|
|
71
|
|
|
71
|
|
|
(295
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(224
|
)
|
||||||
Employee stock purchase plan
|
|
71
|
|
|
71
|
|
|
2,843
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,914
|
|
||||||
Purchase of treasury shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,282
|
)
|
|
(5,282
|
)
|
||||||
Cash dividends paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,216
|
)
|
|
—
|
|
|
—
|
|
|
(12,216
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,337
|
|
|
—
|
|
|
—
|
|
|
49,337
|
|
||||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(235
|
)
|
|
—
|
|
|
(235
|
)
|
||||||
Interest rate swap, net of $22 income tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
|
(41
|
)
|
||||||
Balance at November 30, 2016
|
|
26,054
|
|
|
$
|
26,054
|
|
|
$
|
41,493
|
|
|
$
|
487,875
|
|
|
$
|
(30,836
|
)
|
|
$
|
(5,282
|
)
|
|
$
|
519,304
|
|
1.
|
The Company and Basis of Presentation
|
|
February 29, 2016
|
||||||||
|
Previously Reported
|
Effect of Adoption of Accounting Principle
|
As Adjusted
|
||||||
|
(in thousands)
|
||||||||
Assets:
|
|
|
|
||||||
Intangibles and other assets
|
$
|
155,177
|
|
$
|
(1,361
|
)
|
$
|
153,816
|
|
Total assets
|
$
|
983,371
|
|
$
|
(1,361
|
)
|
$
|
982,010
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
||||||
Debt due after one year
|
$
|
303,790
|
|
$
|
(1,361
|
)
|
$
|
302,429
|
|
Total liabilities
|
$
|
502,155
|
|
$
|
(1,361
|
)
|
$
|
500,794
|
|
2.
|
Earnings Per Share
|
|
|
Three Months ended November 30,
|
|
Nine Months Ended November 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
(Unaudited)
(In thousands except per share data)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net income for basic and diluted earnings per common share
|
|
$
|
18,251
|
|
|
$
|
23,547
|
|
|
$
|
49,337
|
|
|
$
|
60,714
|
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Denominator for basic earnings per common share–weighted average shares
|
|
26,005
|
|
|
25,823
|
|
|
25,974
|
|
|
25,787
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Employee and director stock awards
|
|
128
|
|
|
154
|
|
|
130
|
|
|
133
|
|
||||
Denominator for diluted earnings per common share
|
|
26,133
|
|
|
25,977
|
|
|
26,104
|
|
|
25,920
|
|
||||
Earnings per share basic and diluted:
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share
|
|
$
|
0.70
|
|
|
$
|
0.91
|
|
|
$
|
1.90
|
|
|
$
|
2.35
|
|
Diluted earnings per common share
|
|
$
|
0.70
|
|
|
$
|
0.91
|
|
|
$
|
1.89
|
|
|
$
|
2.34
|
|
3.
|
Share-based Compensation
|
|
|
Restricted
Stock Units
|
Weighted
Average Grant
Date Fair Value
|
|||
Non-Vested Balance as of February 29, 2016
|
|
98,693
|
|
$
|
45.03
|
|
Granted
|
|
73,585
|
|
56.65
|
|
|
Vested
|
|
(35,324
|
)
|
45.70
|
|
|
Forfeited
|
|
—
|
|
—
|
|
|
Non-Vested Balance as of November 30, 2016
|
|
136,954
|
|
$
|
51.10
|
|
|
|
Performance
Stock Units |
Weighted
Average Grant Date Fair Value |
|||
Non-Vested Balance as of February 29, 2016
|
|
27,415
|
|
$
|
46.65
|
|
Granted
|
|
24,011
|
|
57.47
|
|
|
Vested
|
|
—
|
|
—
|
|
|
Forfeited
|
|
—
|
|
—
|
|
|
Non-Vested Balance as of November 30, 2016
|
|
51,426
|
|
$
|
51.70
|
|
|
|
SAR’s
|
Weighted Average
Exercise Price
|
|||
Outstanding as of February 29, 2016
|
|
312,748
|
|
$
|
34.23
|
|
Granted
|
|
—
|
|
—
|
|
|
Exercised
|
|
(128,427
|
)
|
25.71
|
|
|
Forfeited
|
|
—
|
|
—
|
|
|
Outstanding as of November 30, 2016
|
|
184,321
|
|
$
|
40.16
|
|
Exercisable as of November 30, 2016
|
|
143,371
|
|
$
|
39.00
|
|
Nine months ended November 30,
|
|
2016
|
|
2015
|
||||
|
|
(In thousands)
|
||||||
|
|
(Unaudited)
|
||||||
Compensation Expense
|
|
$
|
4,408
|
|
|
$
|
3,493
|
|
Income tax benefits
|
|
$
|
1,411
|
|
|
$
|
1,223
|
|
4.
|
Segments
|
|
|
Three Months Ended November 30,
|
|
Nine Months Ended November 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
(Unaudited)
(In thousands) |
||||||||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
||||||||
Energy
|
|
$
|
135,553
|
|
|
$
|
136,007
|
|
|
$
|
371,256
|
|
|
$
|
383,787
|
|
Galvanizing
|
|
91,906
|
|
|
106,440
|
|
|
293,915
|
|
|
301,794
|
|
||||
Total net sales
|
|
227,459
|
|
|
242,447
|
|
|
665,171
|
|
|
685,581
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating Income:
|
|
|
|
|
|
|
|
|
||||||||
Energy
|
|
15,434
|
|
|
18,846
|
|
|
42,383
|
|
|
45,807
|
|
||||
Galvanizing
|
|
21,345
|
|
|
24,264
|
|
|
60,679
|
|
|
71,689
|
|
||||
Corporate
|
|
(7,995
|
)
|
|
(6,702
|
)
|
|
(24,880
|
)
|
|
(21,784
|
)
|
||||
Total operating income
|
|
28,784
|
|
|
36,408
|
|
|
78,182
|
|
|
95,712
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
3,654
|
|
|
3,743
|
|
|
11,159
|
|
|
11,612
|
|
||||
Net (gain) loss on sale of property, plant and equipment and insurance proceeds
|
|
(57
|
)
|
|
(16
|
)
|
|
26
|
|
|
(465
|
)
|
||||
Other (income) expense, net
|
|
(759
|
)
|
|
(27
|
)
|
|
(949
|
)
|
|
828
|
|
||||
Income before income taxes
|
|
$
|
25,946
|
|
|
$
|
32,708
|
|
|
$
|
67,946
|
|
|
$
|
83,737
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Assets:
|
|
|
|
|
|
|
|
|
||||||||
Energy
|
|
$
|
577,328
|
|
|
$
|
539,193
|
|
|
$
|
577,328
|
|
|
$
|
539,193
|
|
Galvanizing
|
|
421,991
|
|
|
432,297
|
|
|
421,991
|
|
|
432,297
|
|
||||
Corporate
|
|
18,356
|
|
|
19,462
|
|
|
18,356
|
|
|
19,462
|
|
||||
|
|
$
|
1,017,675
|
|
|
$
|
990,952
|
|
|
$
|
1,017,675
|
|
|
$
|
990,952
|
|
|
|
Three Months Ended November 30,
|
|
Nine Months Ended November 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
(Unaudited)
(In thousands) |
||||||||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
$
|
191,526
|
|
|
$
|
197,372
|
|
|
$
|
537,084
|
|
|
$
|
543,306
|
|
International
|
|
35,933
|
|
|
45,424
|
|
|
128,243
|
|
|
142,970
|
|
||||
Eliminations
|
|
—
|
|
|
(349
|
)
|
|
(156
|
)
|
|
(695
|
)
|
||||
Total Net Sales
|
|
$
|
227,459
|
|
|
$
|
242,447
|
|
|
$
|
665,171
|
|
|
$
|
685,581
|
|
|
|
November 30, 2016
|
|
February 29, 2016
|
||||
|
|
(In thousands)
|
||||||
|
|
(Unaudited)
|
|
|
||||
Property, Plant and Equipment, Net:
|
|
|
|
|
|
|
||
U.S.
|
|
$
|
200,943
|
|
|
$
|
204,587
|
|
Canada
|
|
17,774
|
|
|
17,868
|
|
||
Other Countries
|
|
5,375
|
|
|
3,878
|
|
||
Total Property, Plant and Equipment, Net
|
|
$
|
224,092
|
|
|
$
|
226,333
|
|
5.
|
Warranty Reserves
|
|
Warranty Reserve
|
||
|
(unaudited)
|
||
|
(in thousands)
|
||
Balance at February 29, 2016
|
$
|
2,915
|
|
Warranty costs incurred
|
(1,465
|
)
|
|
Additions charged to income
|
1,246
|
|
|
Balance at November 30, 2016
|
$
|
2,696
|
|
6.
|
Debt
|
|
As of
|
||||||
|
November 30, 2016
|
|
February 29, 2016
|
||||
|
(In thousands)
|
||||||
|
(Unaudited)
|
|
|
||||
Senior Notes, due in balloon payment in January 2021
|
$
|
125,000
|
|
|
$
|
125,000
|
|
Senior Notes, due in annual installments of $14,286 beginning in March 2012 through March 2018
|
28,571
|
|
|
42,857
|
|
||
Term Note, due in quarterly installments beginning in June 2013 through March 2018
|
51,563
|
|
|
58,125
|
|
||
Revolving line of credit with bank
|
107,000
|
|
|
101,000
|
|
||
Total debt
|
312,134
|
|
|
326,982
|
|
||
Unamortized debt issuance costs for Senior Notes and Term Note
|
(980
|
)
|
|
(1,361
|
)
|
||
Total debt, net
|
311,154
|
|
|
325,621
|
|
||
Less amount due within one year
|
(18,973
|
)
|
|
(23,192
|
)
|
||
Debt due after one year, net
|
$
|
292,181
|
|
|
$
|
302,429
|
|
7.
|
Realignment Costs
|
|
Realignment Accrual
|
||
|
(unaudited)
|
||
|
(in thousands)
|
||
Realignment reserve balance as of February 29, 2016
|
$
|
61
|
|
Additions to reserve
|
1,260
|
|
|
Realignment costs utilized
|
(890
|
)
|
|
Realignment reserve balance as of November 30, 2016
|
$
|
431
|
|
8.
|
Acquisitions and Divestitures
|
9.
|
Subsequent Events
|
|
|
Period Ended
|
|
|
|
Period Ended
|
|
|
||||
Backlog
|
|
2/29/2016
|
|
$
|
334,456
|
|
|
02/28/2015
|
|
$
|
332,595
|
|
Bookings
|
|
|
|
250,479
|
|
|
|
|
215,156
|
|
||
Acquired Backlog
|
|
|
|
11,903
|
|
|
|
|
—
|
|
||
Shipments
|
|
|
|
242,667
|
|
|
|
|
228,888
|
|
||
Backlog
|
|
5/31/2016
|
|
354,171
|
|
|
5/31/2015
|
|
318,863
|
|
||
Book to Ship Ratio
|
|
|
|
1.03
|
|
|
|
|
0.94
|
|
||
Bookings
|
|
|
|
193,712
|
|
|
|
|
233,532
|
|
||
Shipments
|
|
|
|
195,045
|
|
|
|
|
214,246
|
|
||
Backlog
|
|
8/31/2016
|
|
352,838
|
|
|
8/31/2015
|
|
338,149
|
|
||
Book to Ship Ratio
|
|
|
|
0.99
|
|
|
|
|
1.09
|
|
||
Bookings
|
|
|
|
221,874
|
|
|
|
|
228,677
|
|
||
Shipments
|
|
|
|
227,459
|
|
|
|
|
242,447
|
|
||
Backlog
|
|
11/30/2016
|
|
347,253
|
|
|
11/30/2015
|
|
324,379
|
|
||
Book to Ship Ratio
|
|
|
|
0.98
|
|
|
|
|
0.94
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
11/30/2016
|
|
11/30/2015
|
|
11/30/2016
|
|
11/30/2015
|
||||||||
|
|
(In thousands)(unaudited)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Energy
|
|
$
|
135,553
|
|
|
$
|
136,007
|
|
|
$
|
371,256
|
|
|
$
|
383,787
|
|
Galvanizing
|
|
91,906
|
|
|
106,440
|
|
|
293,915
|
|
|
301,794
|
|
||||
Total Revenue
|
|
$
|
227,459
|
|
|
$
|
242,447
|
|
|
$
|
665,171
|
|
|
$
|
685,581
|
|
|
|
Operating
Leases |
|
Long-Term
Debt |
|
Interest
|
|
Total
|
||||||||
Fiscal:
|
|
(In thousands)
|
||||||||||||||
2017
|
|
$
|
1,904
|
|
|
$
|
2,344
|
|
|
$
|
4,455
|
|
|
$
|
8,703
|
|
2018
|
|
5,938
|
|
|
16,629
|
|
|
12,279
|
|
|
34,846
|
|
||||
2019
|
|
4,992
|
|
|
168,161
|
|
|
8,256
|
|
|
181,409
|
|
||||
2020
|
|
2,812
|
|
|
—
|
|
|
6,775
|
|
|
9,587
|
|
||||
2021
|
|
2,275
|
|
|
125,000
|
|
|
6,775
|
|
|
134,050
|
|
||||
Thereafter
|
|
9,360
|
|
|
—
|
|
|
—
|
|
|
9,360
|
|
||||
Total
|
|
$
|
27,281
|
|
|
$
|
312,134
|
|
|
$
|
38,540
|
|
|
$
|
377,955
|
|
|
|
AZZ Inc.
(Registrant)
|
|
|
|
DATE: January 6, 2017
|
By:
|
/s/ Paul W. Fehlman
|
|
|
Paul W. Fehlman
Senior Vice President,
Chief Financial Officer
|
3.1
|
|
Amended and Restated Certificate of Formation of AZZ Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on July 14, 2015)
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of AZZ Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the Registrant on July 14, 2015)
|
|
|
|
10.1
|
|
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 Current Report on Form 8-K filed by the registrant on April 2, 2008).
|
|
|
|
10.2
|
|
AZZ incorporated Employee Stock Purchase Plan (incorporated by reference to Appendix B of the Proxy Statement for the 2008 Annual Shareholders Meeting).
|
|
|
|
10.3
|
|
Note Purchase Agreement, dated as of January 20, 2011, by and among AZZ incorporated and the purchasers identified therein (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the registrant on January 21, 2011).
|
|
|
|
10.4
|
|
Credit Agreement, dated as of March 27, 2013, by and among AZZ, Bank of America N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other Lenders party thereto (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the registrant on April 2, 2013).
|
|
|
|
10.5
|
|
First Amendment to the Credit Agreement, dated as of August 8, 2016, between AZZ, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuers, and the other Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the registrant on August 10, 2016).
|
|
|
|
10.6*
|
|
Amended and Restated Employment Agreement by and between AZZ Inc. and Tom Ferguson, dated as of September 29, 2016 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed September 29, 2016).
|
|
|
|
10.7*
|
|
AZZ incorporated 2014 Long Term Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Form DEFA filed May 29, 2014).
|
|
|
|
10.8*
|
|
First Amendment to AZZ Inc. 2014 Long Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the registrant on January 21, 2016.
|
|
|
|
31.1
|
|
Certification by Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed Herewith.
|
|
|
|
31.2
|
|
Certification by Chief Financial Officer Certificate pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed Herewith.
|
|
|
|
32.1
|
|
Certification by 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. 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. 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
|
1 Year AZZ Chart |
1 Month AZZ Chart |
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