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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 | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 83.17 | 100 | 13:09:14 |
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, including zip code)
|
Large accelerated filer
|
|
ý
|
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
|
¨
|
|
Smaller reporting company
|
¨
|
|
|
|
|
Emerging growth company
|
¨
|
Title of each class:
|
|
Outstanding at May 2, 2018:
|
Common Stock, $1.00 par value per share
|
|
26,024,006
|
|
|
PAGE
NO.
|
PART I.
|
|
|
Item 1.
|
Financial Statements
(Unaudited)
|
|
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
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||
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|
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PART II.
|
|
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Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
|
|
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||
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|
|
|
|
November 30, 2017
|
|
February 28, 2017
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
10,651
|
|
|
$
|
11,302
|
|
Accounts receivable (net of allowance for doubtful accounts of $3,300 as of November 30, 2017 and $347 as of February 28, 2017)
|
|
148,260
|
|
|
138,470
|
|
||
Inventories:
|
|
|
|
|
||||
Raw material
|
|
93,883
|
|
|
80,169
|
|
||
Work-in-process
|
|
5,834
|
|
|
6,832
|
|
||
Finished goods
|
|
11,655
|
|
|
7,006
|
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
|
59,365
|
|
|
50,262
|
|
||
Deferred income taxes
|
|
—
|
|
|
249
|
|
||
Prepaid expenses and other
|
|
5,495
|
|
|
2,762
|
|
||
Total current assets
|
|
335,143
|
|
|
297,052
|
|
||
Property, plant and equipment, net
|
|
219,173
|
|
|
228,610
|
|
||
Goodwill
|
|
317,364
|
|
|
306,579
|
|
||
Intangibles and other assets, net
|
|
157,577
|
|
|
146,113
|
|
||
Total assets
|
|
$
|
1,029,257
|
|
|
$
|
978,354
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
45,668
|
|
|
$
|
49,816
|
|
Income tax payable
|
|
481
|
|
|
778
|
|
||
Accrued salaries and wages
|
|
14,982
|
|
|
23,429
|
|
||
Other accrued liabilities
|
|
22,730
|
|
|
24,042
|
|
||
Customer deposits
|
|
3,449
|
|
|
1,459
|
|
||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
|
34,570
|
|
|
20,617
|
|
||
Debt due within one year
|
|
14,286
|
|
|
16,629
|
|
||
Total current liabilities
|
|
136,166
|
|
|
136,770
|
|
||
Debt due after one year, net
|
|
292,566
|
|
|
254,800
|
|
||
Other long-term liabilities
|
|
728
|
|
|
—
|
|
||
Deferred income taxes
|
|
56,021
|
|
|
53,648
|
|
||
Total liabilities
|
|
485,481
|
|
|
445,218
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
||||
Common stock, $1 par, shares authorized 100,000; 25,954 shares issued and outstanding at November 30, 2017 and 25,964 shares issued and outstanding at February 28, 2017
|
|
25,954
|
|
|
25,964
|
|
||
Capital in excess of par value
|
|
37,138
|
|
|
37,739
|
|
||
Retained earnings
|
|
506,943
|
|
|
498,527
|
|
||
Accumulated other comprehensive loss
|
|
(26,259
|
)
|
|
(29,094
|
)
|
||
Total shareholders’ equity
|
|
543,776
|
|
|
533,136
|
|
||
Total liabilities and shareholders' equity
|
|
$
|
1,029,257
|
|
|
$
|
978,354
|
|
|
|
Three Months Ended November 30,
|
|
Nine Months Ended November 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
(Restated)
|
|
|
|
(Restated)
|
||||||||
Net sales
|
|
$
|
208,158
|
|
|
$
|
228,116
|
|
|
$
|
609,770
|
|
|
$
|
679,272
|
|
Cost of sales
|
|
177,041
|
|
|
176,819
|
|
|
487,471
|
|
|
520,742
|
|
||||
Gross margin
|
|
31,117
|
|
|
51,297
|
|
|
122,299
|
|
|
158,530
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
|
29,563
|
|
|
25,082
|
|
|
83,335
|
|
|
80,898
|
|
||||
Operating income
|
|
1,554
|
|
|
26,215
|
|
|
38,964
|
|
|
77,632
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
3,507
|
|
|
3,654
|
|
|
10,267
|
|
|
11,159
|
|
||||
Net loss (gain) on sale of property, plant and equipment and insurance proceeds
|
|
22
|
|
|
(57
|
)
|
|
576
|
|
|
26
|
|
||||
Other income, net
|
|
(7
|
)
|
|
(759
|
)
|
|
(486
|
)
|
|
(949
|
)
|
||||
Income before income taxes
|
|
(1,968
|
)
|
|
23,377
|
|
|
28,607
|
|
|
67,396
|
|
||||
Income tax (benefit) expense
|
|
(1,802
|
)
|
|
6,731
|
|
|
6,925
|
|
|
18,402
|
|
||||
Net income (loss)
|
|
$
|
(166
|
)
|
|
$
|
16,646
|
|
|
$
|
21,682
|
|
|
$
|
48,994
|
|
Earnings (loss) per common share
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
|
$
|
(0.01
|
)
|
|
$
|
0.64
|
|
|
$
|
0.83
|
|
|
$
|
1.89
|
|
Diluted earnings per share
|
|
$
|
(0.01
|
)
|
|
$
|
0.64
|
|
|
$
|
0.83
|
|
|
$
|
1.88
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash dividends declared per common share
|
|
$
|
0.17
|
|
|
$
|
0.17
|
|
|
$
|
0.51
|
|
|
$
|
0.47
|
|
|
|
Three Months Ended November 30,
|
|
Nine Months Ended November 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
(Restated)
|
|
|
|
(Restated)
|
||||||||
Net income (loss)
|
|
$
|
(166
|
)
|
|
$
|
16,646
|
|
|
$
|
21,682
|
|
|
$
|
48,994
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments, net of income tax of $0
|
|
(1,453
|
)
|
|
(2,918
|
)
|
|
2,876
|
|
|
(235
|
)
|
||||
Interest rate swap, net of income tax of $7, $7, $22, and $22, respectively.
|
|
(13
|
)
|
|
(14
|
)
|
|
(41
|
)
|
|
(41
|
)
|
||||
Other comprehensive income (loss)
|
|
(1,466
|
)
|
|
(2,932
|
)
|
|
2,835
|
|
|
(276
|
)
|
||||
Comprehensive income (loss)
|
|
$
|
(1,632
|
)
|
|
$
|
13,714
|
|
|
$
|
24,517
|
|
|
$
|
48,718
|
|
|
|
Nine Months Ended November 30,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
|
|
(Restated)
|
||||
Cash Flows From Operating Activities
|
|
|
|
|
||||
Net income
|
|
$
|
21,682
|
|
|
$
|
48,994
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Provision for doubtful accounts
|
|
2,940
|
|
|
18
|
|
||
Amortization and depreciation
|
|
37,840
|
|
|
37,964
|
|
||
Deferred income taxes
|
|
2,362
|
|
|
(538
|
)
|
||
Net loss on disposition of property, plant and equipment due to impairment
|
|
8,285
|
|
|
6,602
|
|
||
Net loss on sale of property, plant and equipment and insurance proceeds
|
|
576
|
|
|
26
|
|
||
Amortization of deferred borrowing costs
|
|
450
|
|
|
952
|
|
||
Share-based compensation expense
|
|
4,810
|
|
|
4,408
|
|
||
Effects of changes in assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(15,754
|
)
|
|
(33,706
|
)
|
||
Inventories
|
|
(11,744
|
)
|
|
(6,795
|
)
|
||
Prepaid expenses and other
|
|
(2,518
|
)
|
|
(1,554
|
)
|
||
Other assets
|
|
(57
|
)
|
|
(2,451
|
)
|
||
Net change in billings related to costs and estimated earnings on uncompleted contracts
|
|
4,896
|
|
|
(3,277
|
)
|
||
Accounts payable
|
|
(5,867
|
)
|
|
7,588
|
|
||
Other accrued liabilities and income taxes payable
|
|
(9,191
|
)
|
|
(956
|
)
|
||
Net cash provided by operating activities
|
|
38,710
|
|
|
57,275
|
|
||
Cash Flows From Investing Activities
|
|
|
|
|
||||
Proceeds from sale or insurance settlement of property, plant and equipment
|
|
200
|
|
|
543
|
|
||
Purchase of property, plant and equipment
|
|
(21,533
|
)
|
|
(29,135
|
)
|
||
Acquisition of subsidiaries, net of cash acquired
|
|
(32,841
|
)
|
|
(22,679
|
)
|
||
Net cash used in investing activities
|
|
(54,174
|
)
|
|
(51,271
|
)
|
||
Cash Flows From Financing Activities
|
|
|
|
|
||||
Proceeds from revolving loan
|
|
273,000
|
|
|
150,000
|
|
||
Payments on revolving loan
|
|
(174,500
|
)
|
|
(144,000
|
)
|
||
Payments on long term debt
|
|
(63,505
|
)
|
|
(20,848
|
)
|
||
Purchases of treasury shares
|
|
(7,518
|
)
|
|
(5,282
|
)
|
||
Payments of dividends
|
|
(13,266
|
)
|
|
(12,216
|
)
|
||
Net cash provided by (used in) financing activities
|
|
14,211
|
|
|
(32,346
|
)
|
||
Effect of exchange rate changes on cash
|
|
602
|
|
|
(370
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(651
|
)
|
|
(26,712
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
11,302
|
|
|
40,191
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
10,651
|
|
|
$
|
13,479
|
|
|
|
|
|
|
||||
Supplemental disclosures
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
8,948
|
|
|
$
|
9,291
|
|
Cash paid for income taxes
|
|
$
|
8,416
|
|
|
$
|
17,768
|
|
|
|
|
|
Capital in
Excess of
Par Value
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
|
|||||||||||||
|
|
Common Stock
|
|
||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at February 28, 2017
|
|
25,964
|
|
|
$
|
25,964
|
|
|
$
|
37,739
|
|
|
$
|
498,527
|
|
|
$
|
(29,094
|
)
|
|
$
|
533,136
|
|
Stock compensation
|
|
16
|
|
|
16
|
|
|
4,794
|
|
|
—
|
|
|
—
|
|
|
4,810
|
|
|||||
Restricted stock units
|
|
43
|
|
|
43
|
|
|
(1,259
|
)
|
|
—
|
|
|
—
|
|
|
(1,216
|
)
|
|||||
Stock issued for SARs
|
|
1
|
|
|
1
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Employee stock purchase plan
|
|
77
|
|
|
77
|
|
|
3,240
|
|
|
—
|
|
|
—
|
|
|
3,317
|
|
|||||
Retirement of treasury shares
|
|
(147
|
)
|
|
(147
|
)
|
|
(7,371
|
)
|
|
—
|
|
|
—
|
|
|
(7,518
|
)
|
|||||
Cash dividends paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,266
|
)
|
|
—
|
|
|
(13,266
|
)
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,682
|
|
|
—
|
|
|
21,682
|
|
|||||
Foreign currency translation, net of $0 income tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,876
|
|
|
2,876
|
|
|||||
Interest rate swap, net of $22 income tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
(41
|
)
|
|||||
Balance at November 30, 2017
|
|
25,954
|
|
|
$
|
25,954
|
|
|
$
|
37,138
|
|
|
$
|
506,943
|
|
|
$
|
(26,259
|
)
|
|
$
|
543,776
|
|
1.
|
The Company and Basis of Presentation
|
2.
|
Restatement of Previously Issued Financial Statements
|
|
|
Three Months Ended November 30,
|
|
Nine Months Ended November 30,
|
||||||||||||||||||||
|
|
2016
|
|
2016
|
||||||||||||||||||||
|
|
As
Reported
|
|
Correction
|
|
As
Restated
|
|
As
Reported
|
|
Correction
|
|
As
Restated
|
||||||||||||
Net Sales
|
|
$
|
227,459
|
|
|
$
|
657
|
|
|
$
|
228,116
|
|
|
$
|
665,171
|
|
|
$
|
14,101
|
|
|
$
|
679,272
|
|
Cost of Sales
|
|
173,593
|
|
|
3,226
|
|
|
176,819
|
|
|
506,091
|
|
|
14,651
|
|
|
520,742
|
|
||||||
Gross Profit
|
|
53,866
|
|
|
(2,569
|
)
|
|
51,297
|
|
|
159,080
|
|
|
(550
|
)
|
|
158,530
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating Income
|
|
28,784
|
|
|
(2,569
|
)
|
|
26,215
|
|
|
78,182
|
|
|
(550
|
)
|
|
77,632
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income Before Income Taxes
|
|
25,946
|
|
|
(2,569
|
)
|
|
23,377
|
|
|
67,946
|
|
|
(550
|
)
|
|
67,396
|
|
||||||
Income Tax Expense
|
|
7,695
|
|
|
(964
|
)
|
|
6,731
|
|
|
18,609
|
|
|
(207
|
)
|
|
18,402
|
|
||||||
Net Income
|
|
$
|
18,251
|
|
|
$
|
(1,605
|
)
|
|
$
|
16,646
|
|
|
$
|
49,337
|
|
|
$
|
(343
|
)
|
|
$
|
48,994
|
|
Earnings Per Common Share
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic Earnings Per Share
|
|
$
|
0.70
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.64
|
|
|
$
|
1.90
|
|
|
$
|
(0.01
|
)
|
|
$
|
1.89
|
|
Diluted Earnings Per Share
|
|
$
|
0.70
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.64
|
|
|
$
|
1.89
|
|
|
$
|
(0.01
|
)
|
|
$
|
1.88
|
|
|
|
Three Months Ended November 30,
|
|
Nine Months Ended November 30,
|
||||||||||||||||||||
|
|
2016
|
|
2016
|
||||||||||||||||||||
|
|
As
Reported
|
|
Correction
|
|
As
Restated
|
|
As
Reported
|
|
Correction
|
|
As
Restated
|
||||||||||||
Net Income
|
|
$
|
18,251
|
|
|
$
|
(1,605
|
)
|
|
$
|
16,646
|
|
|
$
|
49,337
|
|
|
$
|
(343
|
)
|
|
$
|
48,994
|
|
Comprehensive Income
|
|
15,319
|
|
|
(1,605
|
)
|
|
13,714
|
|
|
49,061
|
|
|
(343
|
)
|
|
48,718
|
|
|
|
Nine Months Ended November 30,
|
||||||||||
|
|
2016
|
||||||||||
|
|
As
Reported
|
|
Correction
|
|
As
Restated
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
49,337
|
|
|
$
|
(343
|
)
|
|
$
|
48,994
|
|
Deferred income taxes
|
|
(331
|
)
|
|
(207
|
)
|
|
(538
|
)
|
|||
Inventories
|
|
(20,760
|
)
|
|
13,965
|
|
|
(6,795
|
)
|
|||
Net change in billings related to costs and estimated earnings on uncompleted contracts
|
|
8,853
|
|
|
(12,130
|
)
|
|
(3,277
|
)
|
|||
Other accrued liabilities and income taxes payable
|
|
329
|
|
|
(1,285
|
)
|
|
(956
|
)
|
|||
Net cash provided by operating activities:
|
|
$
|
57,275
|
|
|
$
|
—
|
|
|
$
|
57,275
|
|
3.
|
Earnings Per Share
|
|
|
Three Months Ended November 30,
|
|
Nine Months Ended November 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
(Restated)
|
|
|
|
(Restated)
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) for basic and diluted earnings per common share
|
|
$
|
(166
|
)
|
|
$
|
16,646
|
|
|
$
|
21,682
|
|
|
$
|
48,994
|
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Denominator for basic earnings per common share–weighted average shares
|
|
25,965
|
|
|
26,005
|
|
|
25,982
|
|
|
25,974
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Employee and director stock awards
|
|
—
|
|
|
128
|
|
|
67
|
|
|
130
|
|
||||
Denominator for diluted earnings per common share
|
|
25,965
|
|
|
26,133
|
|
|
26,049
|
|
|
26,104
|
|
||||
Earnings (loss) per share basic and diluted:
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per common share
|
|
$
|
(0.01
|
)
|
|
$
|
0.64
|
|
|
$
|
0.83
|
|
|
$
|
1.89
|
|
Diluted earnings (loss) per common share
|
|
$
|
(0.01
|
)
|
|
$
|
0.64
|
|
|
$
|
0.83
|
|
|
$
|
1.88
|
|
4.
|
Share-based Compensation
|
|
|
Restricted
Stock Units
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Non-vested balance as of February 28, 2017
|
|
134,547
|
|
|
$
|
51.10
|
|
Granted
|
|
46,436
|
|
|
60.01
|
|
|
Vested
|
|
(62,576
|
)
|
|
47.26
|
|
|
Forfeited
|
|
(8,630
|
)
|
|
56.64
|
|
|
Non-vested balance as of November 30, 2017
|
|
109,777
|
|
|
$
|
56.62
|
|
|
|
Performance
Stock Units |
|
Weighted
Average Grant Date Fair Value |
|||
Non-vested balance as of February 28, 2017
|
|
51,426
|
|
|
$
|
51.70
|
|
Granted
|
|
26,157
|
|
|
60.20
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
(7,553
|
)
|
|
54.31
|
|
|
Non-vested balance as of November 30, 2017
|
|
70,030
|
|
|
$
|
54.59
|
|
|
|
SARs
|
|
Weighted Average
Exercise Price
|
|||
Outstanding as of February 28, 2017
|
|
170,139
|
|
|
$
|
42.02
|
|
Granted
|
|
—
|
|
|
—
|
|
|
Exercised
|
|
(8,350
|
)
|
|
43.31
|
|
|
Forfeited
|
|
(2,145
|
)
|
|
45.36
|
|
|
Outstanding as of November 30, 2017
|
|
159,644
|
|
|
$
|
41.91
|
|
Exercisable as of November 30, 2017
|
|
159,644
|
|
|
$
|
41.91
|
|
|
|
Nine Months Ended November 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Compensation expense
|
|
$
|
4,810
|
|
|
$
|
4,408
|
|
Income tax benefits
|
|
$
|
1,684
|
|
|
$
|
1,411
|
|
5.
|
Segments
|
|
|
Three Months Ended November 30,
|
|
Nine Months Ended November 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
(Restated)
|
|
|
|
(Restated)
|
||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
||||||||
Energy
|
|
$
|
107,021
|
|
|
$
|
136,210
|
|
|
$
|
317,526
|
|
|
$
|
385,357
|
|
Metal Coatings
|
|
101,137
|
|
|
91,906
|
|
|
292,244
|
|
|
293,915
|
|
||||
Total net sales
|
|
208,158
|
|
|
228,116
|
|
|
609,770
|
|
|
679,272
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating Income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Energy
|
|
$
|
(12,103
|
)
|
|
$
|
12,865
|
|
|
$
|
(3,029
|
)
|
|
$
|
41,833
|
|
Metal Coatings
|
|
21,681
|
|
|
21,345
|
|
|
66,332
|
|
|
60,679
|
|
||||
Corporate
|
|
(8,024
|
)
|
|
(7,995
|
)
|
|
(24,339
|
)
|
|
(24,880
|
)
|
||||
Total operating income
|
|
$
|
1,554
|
|
|
$
|
26,215
|
|
|
$
|
38,964
|
|
|
$
|
77,632
|
|
|
|
November 30, 2017
|
|
February 28, 2017
|
||||
Total assets:
|
|
|
|
|
||||
Energy
|
|
$
|
568,607
|
|
|
$
|
536,557
|
|
Metal Coatings
|
|
447,749
|
|
|
428,330
|
|
||
Corporate
|
|
12,901
|
|
|
13,467
|
|
||
Total
|
|
$
|
1,029,257
|
|
|
$
|
978,354
|
|
|
|
Three Months Ended November 30,
|
|
Nine Months Ended November 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
(Restated)
|
|
|
|
(Restated)
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
||||||||
United States
|
|
$
|
176,631
|
|
|
$
|
192,183
|
|
|
$
|
505,955
|
|
|
$
|
551,185
|
|
International
|
|
32,355
|
|
|
35,933
|
|
|
104,747
|
|
|
128,243
|
|
||||
Eliminations
|
|
(828
|
)
|
|
—
|
|
|
(932
|
)
|
|
(156
|
)
|
||||
Total
|
|
$
|
208,158
|
|
|
$
|
228,116
|
|
|
$
|
609,770
|
|
|
$
|
679,272
|
|
|
|
November 30, 2017
|
|
February 28, 2017
|
||||
Property, plant and equipment, net:
|
|
|
|
|
|
|
||
United States
|
|
$
|
195,931
|
|
|
$
|
205,079
|
|
Canada
|
|
17,668
|
|
|
18,002
|
|
||
Other countries
|
|
5,574
|
|
|
5,529
|
|
||
Total
|
|
$
|
219,173
|
|
|
$
|
228,610
|
|
6.
|
Warranty Reserves
|
|
Warranty Reserve
|
||
Balance at February 28, 2017
|
$
|
2,098
|
|
Warranty costs incurred
|
(1,424
|
)
|
|
Additions charged to income
|
1,167
|
|
|
Balance at November 30, 2017
|
$
|
1,841
|
|
7.
|
Debt
|
|
November 30, 2017
|
|
February 28, 2017
|
||||
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
|
14,286
|
|
|
28,571
|
|
||
Term Note, due in quarterly installments beginning in June 2013 through March 2018
|
—
|
|
|
49,219
|
|
||
Revolving line of credit with bank
|
168,000
|
|
|
69,500
|
|
||
Total debt
|
307,286
|
|
|
272,290
|
|
||
Unamortized debt issuance costs for Senior Notes and Term Note
|
(434
|
)
|
|
(861
|
)
|
||
Total debt, net
|
306,852
|
|
|
271,429
|
|
||
Less amount due within one year
|
(14,286
|
)
|
|
(16,629
|
)
|
||
Debt due after one year, net
|
$
|
292,566
|
|
|
$
|
254,800
|
|
8.
|
Acquisitions
|
9.
|
Subsequent Events
|
|
|
Period Ended
|
|
|
|
Period Ended
|
|
|
||||
Backlog
|
|
2/28/2017
|
|
$
|
317,922
|
|
|
02/29/2016
|
|
$
|
310,623
|
|
Net bookings
|
|
|
|
193,754
|
|
|
|
|
250,479
|
|
||
Acquired backlog
|
|
|
|
—
|
|
|
|
|
11,903
|
|
||
Shipments
|
|
|
|
205,283
|
|
|
|
|
250,366
|
|
||
Backlog
|
|
5/31/2017
|
|
306,393
|
|
|
5/31/2016
|
|
322,639
|
|
||
Book to ship ratio
|
|
|
|
0.94
|
|
|
|
|
1.00
|
|
||
Net bookings
|
|
|
|
190,055
|
|
|
|
|
193,712
|
|
||
Shipments
|
|
|
|
196,329
|
|
|
|
|
200,790
|
|
||
Backlog
|
|
8/31/2017
|
|
300,119
|
|
|
8/31/2016
|
|
315,561
|
|
||
Book to Ship Ratio
|
|
|
|
0.97
|
|
|
|
|
0.96
|
|
||
Net bookings
|
|
|
|
179,783
|
|
|
|
|
221,874
|
|
||
Acquired backlog
|
|
|
|
11,417
|
|
|
|
|
—
|
|
||
Shipments
|
|
|
|
208,158
|
|
|
|
|
228,116
|
|
||
Backlog
|
|
11/30/2017
|
|
283,161
|
|
|
11/30/2016
|
|
309,319
|
|
||
Book to Ship Ratio
|
|
|
|
0.86
|
|
|
|
|
0.97
|
|
|
|
Three Months Ended November 30,
|
|
Nine Months Ended November 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
(Restated)
|
|
|
|
(Restated)
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
||||||||
Energy
|
|
$
|
107,021
|
|
|
$
|
136,210
|
|
|
$
|
317,526
|
|
|
$
|
385,357
|
|
Metal Coatings
|
|
101,137
|
|
|
91,906
|
|
|
292,244
|
|
|
293,915
|
|
||||
Total net sales
|
|
$
|
208,158
|
|
|
$
|
228,116
|
|
|
$
|
609,770
|
|
|
$
|
679,272
|
|
|
|
Operating
Leases |
|
Long-Term
Debt |
|
Interest
|
|
Total
|
||||||||
Fiscal:
|
|
(In thousands)
|
||||||||||||||
2018
|
|
$
|
1,847
|
|
|
$
|
—
|
|
|
$
|
4,531
|
|
|
$
|
6,378
|
|
2019
|
|
6,888
|
|
|
14,286
|
|
|
12,161
|
|
|
33,335
|
|
||||
2020
|
|
5,826
|
|
|
—
|
|
|
11,715
|
|
|
17,541
|
|
||||
2021
|
|
4,932
|
|
|
125,000
|
|
|
11,715
|
|
|
141,647
|
|
||||
2022
|
|
4,826
|
|
|
—
|
|
|
4,940
|
|
|
9,766
|
|
||||
Thereafter
|
|
22,111
|
|
|
168,000
|
|
|
509
|
|
|
190,620
|
|
||||
Total
|
|
$
|
46,430
|
|
|
$
|
307,286
|
|
|
$
|
45,571
|
|
|
$
|
399,287
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|
|||||
|
|
|
|
|
|
|
|
|
|||||
Sep 1, 2017 through Sep 30, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
1,102,800
|
|
Oct 1, 2017 through Oct 31, 2017
|
|
24,400
|
|
|
46.77
|
|
|
24,400
|
|
|
1,078,400
|
|
|
Nov 1, 2017 through Nov 30, 2017
|
|
25,600
|
|
|
46.58
|
|
|
25,600
|
|
|
1,052,800
|
|
|
Total
|
|
50,000
|
|
|
$
|
46.67
|
|
|
50,000
|
|
|
1,052,800
|
|
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 January 23, 2017)
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10.1
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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).
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10.2
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AZZ incorporated Employee Stock Purchase Plan
(incorporated by reference to Appendix B of the Proxy Statement for the 2008 Annual Shareholders Meeting).
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10.3
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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).
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10.4
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Amended and Restated Credit Agreement
by and between AZZ Inc. as borrower, Bank of America N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, and the other Lender's party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed March 24, 2017).
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10.5*
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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).
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10.6*
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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.
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10.7*
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AZZ Inc. Severance Pay Plan
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on October 3, 2017).
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31.1
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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.
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31.2
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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.
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32.1
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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.
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32.2
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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.
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL Taxonomy Definition Linkbase
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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AZZ Inc.
(Registrant)
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DATE: May 15, 2018
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By:
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/s/ Paul W. Fehlman
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Paul W. Fehlman
Senior Vice President,
Chief Financial Officer
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1 Year AZZ Chart |
1 Month AZZ Chart |
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