TEXAS (State or Other Jurisdiction of Incorporation or Organization) | 1-12777 Commission File No. | 75-0948250 (I.R.S. Employer Identification Number) |
One Museum Place, Suite 500 3100 West Seventh Street Fort Worth, TX 76107 (Address of principal executive offices, including zip code) |
Registrant’s Telephone Number, including Area Code: | (817) 810-0095 |
¨ | 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)) |
Exhibit 99.1 | AZZ incorporated’s Press Release reporting the Company’s unaudited earnings and other selected financial information for the three and twelve months period ended February 28, 2014, dated April 4, 2014. |
Exhibit 99.2 | Unaudited Financial and Other Statistical Information for twelve month period ended February 28, 2014, and Guidance for Fiscal Year 2015. |
AZZ incorporated | |
DATE: 4/4/2014 | By: /s/ Dana Perry |
Dana Perry Senior Vice President Finance Chief Financial Officer |
Exhibit 99.1 | AZZ incorporated’s Press Release reporting the Company’s unaudited earnings and other selected financial information for the three and twelve months period ended February 28, 2014, dated April 4, 2014. |
Exhibit 99.2 | Unaudited Financial and Other Statistical Information for the twelve month period ended February 28, 2014, and Guidance for Fiscal Year 2015. |
Contact: | Dana Perry, Senior Vice President - Finance and CFO |
AZZ incorporated 817-810-0095 | |
Internet: www.azz.com | |
Lytham Partners 602-889-9700 | |
Joe Dorame or Robert Blum | |
Internet: www.lythampartners.com |
Three Months Ended | Twelve Months Ended | ||||||
February 28, 2014 | February 28, 2013 | February 28, 2014 | February 28, 2013 | ||||
(unaudited) | (unaudited) | (unaudited) | (unaudited) | ||||
Net sales | $181,011 | $140,391 | $751,723 | $570,594 | |||
Costs and Expenses: | |||||||
Cost of Sales | 135,287 | 102,399 | 546,018 | 406,422 | |||
Selling, General and Administrative | 24,613 | 17,170 | 105,591 | 66,189 | |||
Interest Expense | 4,663 | 3,270 | 18,407 | 13,073 | |||
Net (Gain) Loss on Sales or Insurance Settlement of Property, Plant and Equipment | 217 | (2,508) | (8,039) | (8,303) | |||
Other (Income) | (549) | (455) | (4,165) | (1,155) | |||
$164,231 | $119,876 | $657,812 | $476,225 | ||||
Income before income taxes | $16,780 | $20,515 | $93,911 | $94,369 | |||
Income Tax Expense | 6,538 | 7,281 | 34,314 | 33,913 | |||
Net income | $10,242 | $13,234 | $59,597 | $60,456 | |||
Net income per share | |||||||
Basic | $0.40 | $0.52 | $2.34 | $2.39 | |||
Diluted | $0.40 | $0.52 | $2.32 | $2.37 | |||
Diluted Average Shares Outstanding | 25,721 | 25,635 | 25,693 | 25,561 |
Three Months Ended | Twelve Months Ended | ||||||||
February 28, 2014 | February 28, 2013 | February 28, 2014 | February 28, 2013 | ||||||
(unaudited) | (unaudited) | (unaudited) | (unaudited) | ||||||
Net Sales: | |||||||||
Electrical and Industrial Products | $103,470 | $61,921 | $416,105 | $233,555 | |||||
Galvanizing Services | 77,541 | 78,470 | 335,618 | 337,039 | |||||
$181,011 | $140,391 | $751,723 | $570,594 | ||||||
Segment Operating Income: | |||||||||
Electrical and Industrial Products | $10,232 | $9,157 | $45,866 | $34,228 | |||||
Galvanizing Services | 18,723 | 17,176 | 91,983 | 87,807 | |||||
Total Segment Operating Income | $28,955 | $26,333 | $137,849 | $122,035 |
February 28, 2014 | February 28, 2013 | |
(unaudited) | (unaudited) | |
Assets: | ||
Current assets | $296,181 | $262,432 |
Net property, plant and equipment | 197,639 | 154,476 |
Other assets, net | 459,433 | 277,297 |
Total assets | $953,253 | $694,205 |
Liabilities and shareholders’ equity: | ||
Current liabilities | $144,016 | $118,900 |
Long term debt due after one year | 384,768 | 196,429 |
Long term liabilities due after one year | 9,121 | 8,539 |
Other liabilities | 39,435 | 36,403 |
Shareholders’ equity | 375,913 | 333,934 |
Total liabilities and shareholders’ equity | $953,253 | $694,205 |
Twelve Months Ended | ||
February 28, 2014 | February 28, 2013 | |
(unaudited) | (unaudited) | |
Net cash provided by (used in) operating activities | $107,275 | $92,738 |
Net cash provided by (used in) investing activities | ($310,968) | ($150,142) |
Net cash provided by (used in) financing activities | 176,333 | ($30,360) |
Effect of exchange rate changes on cash | ($673) | $59 |
Net increase (decrease) in cash and cash equivalents | ($28,033) | ($87,705) |
Cash and cash equivalents at beginning of period | $55,598 | $143,303 |
Cash and cash equivalents at end of period | $27,565 | $55,598 |
Three Months Ended February 28, | ||||||
2014 | 2013 | |||||
(in thousands) | ||||||
Per Diluted Share | Per Diluted Share | |||||
Net income and diluted earnings per share | $10,242 | $0.40 | $13,234 | $0.52 | ||
Adjustments (net of tax) | ||||||
Joliet Facility Fire Operating Loss | 126 | 0.0 | 637 | 0.03 | ||
Joliet Facility Fire-Business Interruption Insurance Proceeds | 0 | 0 | 0 | 0 | ||
Joliet Facility Fire-Gain from Property Insurance Proceeds | (92) | 0 | 0 | 0 | ||
Law Suit Settlement | 0 | 0 | 0 | 0 | ||
Acquisition Integration Related Expenditures | 476 | 0.02 | 197 | 0.0 | ||
Acquisition Related Expense | 0 | 0 | 415 | 0.02 | ||
Adjusted earnings and adjusted earnings per share | $10,752 | $0.42 | $14,483 | $0.57 |
Twelve Months Ended February 28, | ||||||
2014 | 2013 | |||||
(in thousands) | ||||||
Per Diluted Share | Per Diluted Share | |||||
Net income and diluted earnings per share | $59,597 | $2.32 | $60,456 | $2.37 | ||
Adjustments (net of tax) | ||||||
Joliet Facility Fire Operating Loss | 2,014 | 0.08 | 2,371 | 0.09 | ||
Joliet Facility Fire-Business Interruption Insurance Proceeds | (1,796) | (0.07) | 0 | 0 | ||
Joliet Facility Fire-Gain from Property Insurance Proceeds | (5,098) | (0.20) | (5,827) | (0.23) | ||
Law Suit Settlement | (2,665) | (0.10) | 0 | 0 | ||
Acquisition Integration Related Expenditures | 1,223 | 0.05 | 182 | 0.0 | ||
Acquisition Related Expense | 2,193 | 0.08 | 1,090 | 0.05 | ||
Adjusted earnings and adjusted earnings per share | $55,468 | $2.16 | $58,272 | $2.28 |
Three Months Ended February 28, 2014 | Twelve Months Ended February 28, 2014 | ||||
Net Sales | $181,011,218 | $751,723,398 | |||
Cost of Sales | 135,286,860 | 546,018,393 | |||
Selling, General and Administrative | 24,612,787 | 105,591,214 | |||
Interest Expense | 4,662,772 | 18,406,658 | |||
Net (Gain) Loss on Sale of Property, Plant and Equipment and Insurance Proceeds | 217,097 | (8,038,747) | |||
Other (Income) Expense, Net | (548,578) | (4,165,374) | |||
164,230,938 | 657,812,144 | ||||
Income Before Income Taxes | 16,780,280 | 93,911,254 | |||
Income Tax Expense | 6,537,939 | 34,314,206 | |||
Net Income | $10,242,341 | $59,597,048 | |||
Income Per Share: | |||||
Basic | $.40 | $2.34 | |||
Diluted | $.40 | $2.32 | |||
Assets: | Period Ended February 28, 2014 | |||
Current assets: | ||||
Cash and cash equivalents | $27,564,533 | |||
Accounts receivable - Net of allowance for doubtful accounts | 116,127,857 | |||
Inventories | 107,580,845 | |||
Costs and estimated earnings in excess of billings on uncompleted contracts | 27,221,952 | |||
Deferred income taxes | 7,800,738 | |||
Prepaid expenses and other receivables | 9,884,798 | |||
Total current assets | 296,180,723 | |||
Net property, plant, and equipment | 197,639,229 | |||
Goodwill, less accumulated amortization | 278,556,040 | |||
Intangibles and Other Assets | 180,877,043 | |||
$953,253,035 | ||||
Liabilities and Shareholders’ Equity: | ||||
Current liabilities: | ||||
Accounts payable | $38,832,557 | |||
Accrued liabilities | 105,183,493 | |||
Total current liabilities | 144,016,050 | |||
Long-term accrued liabilities due after one year | 9,120,723 | |||
Long-term debt due after one year | 384,767,857 | |||
Deferred income taxes | 39,435,143 | |||
Shareholders’ equity | 375,913,262 | |||
$953,253,035 |
Period Ended February 28, 2014 | |||
Net cash provided by operating activities | $107,275,296 | ||
Net cash used in investing activities | (310,968,559) | ||
Net cash provided by (used in) financing activities | 176,332,801 | ||
Net (decrease) increase in cash and cash equivalents | (27,360,462) | ||
Effect of exchange rate changes on cash | (672,756) | ||
Cash and cash equivalents at beginning of period | 55,597,751 | ||
Cash and cash equivalents at end of period | $27,564,533 |
Three Months Ended February 28, 2014 | Twelve Months Ended February 28, 2014 | |||||
Net sales: | ||||||
Electrical and Industrial Products | $ | 103,470 | $416,106 | |||
Galvanizing Services | 77,541 | 335,618 | ||||
181,011 | 751,724 | |||||
Segment operating income (a): | ||||||
Electrical and Industrial Products | 10,232 | 45,866 | ||||
Galvanizing Services | 18,723 | 91,983 | ||||
28,955 | 137,849 | |||||
General corporate expenses (b) | 6,882 | 32,553 | ||||
Interest expense | 4,663 | 18,407 | ||||
Other (income) expense, net (c) | 630 | (7,022) | ||||
12,175 | 43,938 | |||||
Income Before Taxes | $16,780 | $93,911 | ||||
Total assets: | ||||||
Electrical and Industrial Products | $540,216 | $540,216 | ||||
Galvanizing Services | 378,358 | 378,358 | ||||
Corporate | 34,679 | 34,679 | ||||
$953,253 | $953,253 |
Actual Year to Date February 28, 2014 | Projected Year Ended February 28, 2015 | ||||
Net Sales: | |||||
Electrical and Industrial Products and Services | $416,106 | $500,000 to $535,000 | |||
Galvanizing Services | $335,618 | $350,000 to $365,000 | |||
Total Sales | $751,724 | $850,000 to $900,000 | |||
Diluted earnings per share | $2.32 | $2.40 to $2.80 | |||
Net Sales by Market Segment: | |||||
Power Generation | 33% | 33% | |||
Transmission and Distribution | 14% | 18% | |||
Industrial | 53% | 49% | |||
Electrical and Industrial Products and Services | |||||
Revenues by Industry: | |||||
Power Generation | 42% | 48% | |||
Transmission and Distribution | 14% | 14% | |||
Industrial | 44% | 38% | |||
Galvanizing Services | |||||
Revenues by Industry: | |||||
Electrical and Telecommunications | 35% | 36% | |||
OEM’s | 12% | 11% | |||
Industrial | 35% | 32% | |||
Bridge and Highway | 5% | 6% | |||
Petro Chemical | 13% | 15% | |||
Operating Margins: | |||||
Electrical and Industrial Products and Services | 11.0% | 11% to 13% | |||
Galvanizing Services | 27.4% | 26% to 28% | |||
Cash Provided By (Used In)Operations | $107,275 | $90,000 to $110,000 | |||
Capital Expenditures | $43,472 | $35,000 to $40,000 | |||
Depreciation and Amortization of Intangible Assets and Debt Issue Cost | $43,305 | $45,000 to $50,000 | |||
Total Bank Debt | $405,616 | $380,000 to $400,000 | |||
Cash Dividend | $14,290 | $15,000 | |||
Percent of Business By Segment: | |||||
Electrical and Industrial Products and Services | 55% | 59% | |||
Galvanizing Services | 45% | 41% |
Period Ended | |||
Backlog | 2/28/13 | $221,714 | |
Bookings | 181,092 | ||
Shipments | 183,175 | ||
Backlog | 5/31/13 | $219,631 | |
Book to Ship Ratio | .99 | ||
Bookings | 181,547 | ||
Shipments | 189,782 | ||
Backlog | 8/31/13 | $211,396 | |
Book to Ship Ratio | .96 | ||
Bookings | 198,187 | ||
Shipments | 197,755 | ||
Backlog | 11/30/13 | $211,828 | |
Book to Ship Ratio | 1.00 | ||
Bookings | 199,109 | ||
Shipments | 181,011 | ||
Backlog | 2/28/14 | $229,926 | |
Book to Ship Ratio | 1.10 |