0000008947-17-000003.txt : 20170106 0000008947-17-000003.hdr.sgml : 20170106 20170106063256 ACCESSION NUMBER: 0000008947-17-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170106 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170106 DATE AS OF CHANGE: 20170106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AZZ INC CENTRAL INDEX KEY: 0000008947 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 750948250 STATE OF INCORPORATION: TX FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12777 FILM NUMBER: 17512850 BUSINESS ADDRESS: STREET 1: ONE MUSEUM PLACE, SUITE 500 STREET 2: 3100 W 7TH STREET CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 8178100095 MAIL ADDRESS: STREET 1: ONE MUSEUM PLACE, SUITE 500 STREET 2: 3100 W 7TH STREET CITY: FORT WORTH STATE: TX ZIP: 76107 FORMER COMPANY: FORMER CONFORMED NAME: AZTEC MANUFACTURING CO DATE OF NAME CHANGE: 20000911 8-K 1 q3fy17earningsreleaseform8k.htm 8-K FY17 Q3 EARNINGS RELEASE Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
January 6, 2017


AZZ Inc.
(Exact name of Registrant as specified in its charter)

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 7th Street
Fort Worth, TX 76107
(Address of principal executive offices, including zip code)
 

Registrant’s Telephone Number, including Area Code:
(817) 810-0095

None
(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 (see General Instruction A.2. below):
¨
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))






Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On January 6, 2017, AZZ Inc. (“AZZ”) issued a press release reporting AZZ’s unaudited earnings and other selected financial information for the nine months ended November 30, 2016. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed as part of this report.

Exhibit 99.1
Press release dated January 6, 2017 reporting AZZ's unaudited earnings and other selected financial information for the quarter ended November 30, 2016.


FORWARD LOOKING STATEMENTS

Certain statements herein about our expectations of future events or results constitute forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by terminology such as, “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology. Such forward-looking statements are based on currently available competitive, financial and economic data and management's views and assumptions regarding future events. Such forward-looking statements are inherently uncertain, and investors must recognize that actual results may differ from those expressed or implied in the forward-looking statements. This Current Report on Form 8-K may contain forward-looking statements that involve risks and uncertainties including, but not limited to, changes in customer demand and response to products and services offered by AZZ, including demand by the power generation markets, electrical transmission and distribution markets, the industrial markets, and the hot dip galvanizing markets; prices and raw material cost, including zinc and natural gas which are used in the hot dip galvanizing process; changes in the political stability and economic conditions of the various markets that AZZ serves, foreign and domestic, customer requested delays of shipments, acquisition opportunities, currency exchange rates, adequacy of financing, and availability of experienced management and employees to implement AZZ's growth strategy. AZZ has provided additional information regarding risks associated with the business in AZZ's Annual Report on Form 10-K for the fiscal year ended February 29, 2016 and other filings with the SEC, available for viewing on AZZ's website at www.azz.com and on the SEC's website at www.sec.gov. You are urged to consider these factors carefully in evaluating the forward-looking statements herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. These statements are based on information as of the date hereof and AZZ assumes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.


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 hereunto duly authorized.






 
AZZ Inc.
DATE: January 6, 2017

By: /s/ Tara D. Mackey
 
Tara D. Mackey
Chief Legal Officer and Corporate Secretary




Exhibit No.
 
Description
99.1
 
Press release dated January 6, 2017 reporting AZZ's unaudited earnings and other selected financial information for the quarter ended November 30, 2016.





EX-99.1 2 exhibit991fy17q3earningsre.htm EXHIBIT 99.1 FY17 Q3 EARNINGS RELEASE Exhibit



AZZ Inc. Reports Financial Results for the
Third Quarter of Fiscal Year 2017



Third Quarter Fiscal 2017 EPS of $0.70

Third Quarter Revenues of $227.5 million, down 6.2% compared to Third Quarter Fiscal 2016

Third Quarter Bookings of $221.9 million, down 3.0% compared to Third Quarter Fiscal 2016, resulting in backlog of $347.3 million, up 7.1% compared to Third Quarter Fiscal 2016


January 6, 2017 - FORT WORTH, TX - AZZ Inc. (NYSE:AZZ), a global provider of galvanizing services, welding solutions, specialty electrical equipment and highly engineered services, today announced financial results for the three month period ended November 30, 2016.


Management Discussion

Tom Ferguson, president and chief executive officer of AZZ Inc., commented, “Our overall third quarter financial performance was disappointing as we continued to feel the effects of depressed markets in oil and gas, petrochemical, and solar for our Galvanizing segment, and experienced lower than expected refinery turnarounds and maintenance in our Energy segment during the quarter. Sales in both business segments were lower during the third quarter versus last year’s comparable quarter due to greater market headwinds than we anticipated as we entered the quarter.”
    
“Based on our observation of industrial market activity levels, we believe that the North American galvanizing market will continue to be challenging for the near term. However, our expectation is that market conditions for the galvanizing business will begin to improve in the second half of fiscal 2018 as infrastructure spend improves. We will continue to closely monitor the market conditions but are committed to funding our critical organic growth initiatives to drive sustainable growth.”

“In our Energy segment,” Mr. Ferguson continued, “we experienced lower refinery turnarounds and nuclear outages during the quarter, as projects were deferred to the spring season. Those deferred maintenance projects will have to be done some time in the near future. During the quarter, we did experience strength in our other markets, as incoming orders strengthened. Third quarter Energy sales were slightly down compared to the third quarter last year, but on a sequential basis sales improved significantly by 38.9% versus the second quarter, which favorably compares to a sequential increase of 22.8% over the same period in the last fiscal year. Combined with strong bookings in the segment and a favorable backlog compared to the third quarter last year, we continue to see favorable opportunities for the Energy segment.”




“Despite the market headwinds, we continue to spend on research and development and are in the process of introducing a new product which will be manufactured in a repurposed galvanizing plant. AZZ’s new GalvaBar™ is corrosion resistant galvanized rebar treated with a specialized zinc alloy that provides corrosion protection to prevent concrete failure, with the added benefit of exceptional formability. GalvaBar can be bent or stretched after the galvanizing process is complete without cracking, peeling or flaking. We expect GalvaBar to provide significantly greater value for customers compared to the current competing products that lack many of GalvaBar’s attributes. We have also formed a working partnership with Natina Products to produce Natina Steel ideally suited for our galvanized products. Natina Steel is a surface treatment that chemically reacts with galvanizing to create a rustic brown finish that naturally blends into the surroundings.”

“Looking ahead, we think that both our energy and galvanizing businesses can be positively impacted if new infrastructure initiatives are undertaken by the incoming presidential administration and Congress. Both of our segments are important components in the development and upgrading of new infrastructure projects. We know that these projects, should they be green-lighted, will take some time to commence, but when they do we will be ready to play an important role to move these projects forward.”

“I would also like to add that we are continuing to negotiate with Westinghouse Electric Company, LLC regarding the previously announced sale of our Nuclear Logistics LLC business, and a close date has not yet been determined. We will update the market regarding the status of the transaction as appropriate.”

Mr. Ferguson concluded, “AZZ is well positioned for the future. We remain committed to continue investing in our new organic growth initiatives to drive future sales. We are focused on keeping an active M&A program, growing our businesses to capture organic growth and continuing to drive operational excellence.”


Third Quarter Results

Revenues for the third quarter of fiscal 2017 were $227.5 million compared to $242.4 million for the same quarter last year, a decrease of 6.2%. Net income for the third quarter decreased 22.5% to $18.3 million, or $0.70 per diluted share, compared to net income of $23.5 million, or $0.91 per diluted share, for the third quarter of fiscal 2016.

Gross margins for the quarter were 23.7% compared to 25.8% in the third quarter of fiscal 2016. SG&A costs were down 3.7% versus the third quarter of fiscal 2016. Additionally, the effective tax rate increased to 29.7% in the current quarter compared to 28.0% in the third quarter of the prior year.

Incoming orders for the quarter were $221.9 million while shipments for the quarter totaled $227.5 million, resulting in a book to ship ratio of 0.98. In the third quarter a year earlier, incoming orders were $228.7 million, resulting in a book to ship ratio of 0.94. Our backlog at the end of the third quarter of fiscal 2017 increased 7.1% to $347.3 million compared to backlog at the end of the prior year third quarter of $324.4 million. Approximately 19% of the backlog is expected to be delivered outside the U.S.




Energy Segment

Revenues for the Energy Segment for the third quarter of fiscal 2017 were $135.6 million as compared to $136.0 million for the same quarter last year, a modest decrease of 0.3%. Operating income for the segment fell 18.1% to $15.4 million compared to $18.8 million in the same period last year. Operating margins for the third quarter fell to 11.4% as compared to 13.9% in the prior year period as a result of lower gross margins from an unfavorable mix shift from higher margin to lower margin business during the quarter, partially offset by favorable SG&A expenses.

Galvanizing Segment

Revenues for the Galvanizing Segment for the third quarter were $91.9 million, compared to the $106.4 million in the same period last year, a decrease of 13.7%. Operating income was $21.3 million as compared to $24.3 million in the prior period. As a result, operating margins for the third quarter improved to 23.2%, compared to 22.8% in the same period last year.


Conference Call

AZZ Inc. will conduct a conference call to discuss financial results for the third quarter of fiscal year 2017 at 11:00 A.M. ET on Friday, January 6, 2017. Interested parties can access the conference call by dialing (844) 855-9499 or (412) 317-5497 (international). The call will be webcast via the Internet at
http://www.azz.com/investor-relations. A replay of the call will be available for three days following the call at (877) 344-7529 or (412) 317-0088 (international), confirmation #10098476, or for 30 days at
http://www.azz.com/investor-relations.

About AZZ Inc.

AZZ Inc. is a global provider of galvanizing services, welding solutions, specialty electrical equipment and highly engineered services to the markets of power generation, transmission, distribution and industrial in protecting metal and electrical systems used to build and enhance the world’s infrastructure. AZZ Galvanizing is a leading provider of metal finishing solutions for corrosion protection, including hot dip galvanizing to the North American steel fabrication industry. AZZ Energy is dedicated to delivering safe and reliable transmission of power from generation sources to end customers, and automated weld overlay solutions for corrosion and erosion mitigation to critical infrastructure in the energy markets worldwide.


Safe Harbor Statement

Certain statements herein about our expectations of future events or results constitute forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by terminology such as, “may,” “should,” “expects,“ “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology. Such forward-looking statements are based on currently available competitive, financial and economic data and management’s views and assumptions regarding future events. Such forward-looking statements are inherently uncertain, and investors must recognize that actual results may differ from those expressed or implied in the forward-looking statements. This release may contain forward-looking statements that involve risks and uncertainties including, but not limited to, changes in customer demand and response to products and services offered by AZZ, including demand by the power generation markets, electrical transmission and distribution markets, the industrial markets, and the hot dip galvanizing markets; prices and raw material cost, including zinc and natural gas which are used in the hot dip galvanizing process; changes in the political stability and economic conditions of the various markets that AZZ serves, foreign and domestic, customer requested delays of shipments, acquisition opportunities, currency exchange rates, adequacy of financing, and availability of experienced management and employees to implement AZZ’s growth strategy. AZZ has provided additional information regarding risks associated with the business in AZZ’s Annual Report on Form 10-K for the fiscal year ended February 29, 2016 and other filings with the SEC, available for viewing on AZZ’s website at





www.azz.com and on the SEC’s website at www.sec.gov. You are urged to consider these factors carefully in evaluating the forward-looking statements herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. These statements are based on information as of the date hereof and AZZ assumes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.


Contact:
Paul Fehlman, Senior Vice President - Finance and CFO
 
AZZ Inc. 817-810-0095
 
Internet: www.azz.com
 
 
 
Lytham Partners 602-889-9700
 
Joe Dorame or Robert Blum
 
Internet: www.lythampartners.com



---Financial tables on the following page---





AZZ Inc.
Condensed Consolidated Statement of Income
(in thousands, except per share data)

 
Three Months Ended
 
Nine Months Ended
 
November 30, 2016
 
November 30, 2015
 
November 30, 2016
 
November 30, 2015
 
(unaudited)
 
 
 
 
 
 
 
 
Net sales
$
227,459

 
$
242,447

 
$
665,171

 
$
685,581

Costs 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 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
$
0.70

 
$
0.91

 
$
1.90

 
$
2.35

      Diluted
$
0.70

 
$
0.91

 
$
1.89

 
$
2.34

      Diluted average shares outstanding
26,133

 
25,977

 
26,104

 
25,920


Segment Reporting
(in thousands)


 
Three Months Ended
 
Nine Months Ended
 
November 30, 2016
 
November 30, 2015
 
November 30, 2016
 
November 30, 2015
 
(unaudited)
 
 
 
 
 
 
 
 
Net sales:
 
 
 
 
 
 
 
   Energy
$
135,553

 
$
136,007

 
$
371,256

 
$
383,787

   Galvanizing
91,906

 
106,440

 
293,915

 
301,794

 
$
227,459

 
$
242,447

 
$
665,171

 
$
685,581

 
 
 
 
 
 
 
 
Segment 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 segment operating income
$
28,784

 
$
36,408

 
$
78,182

 
$
95,712








Condensed Consolidated Balance Sheet
(in thousands)


 
November 30, 2016
 
February 29, 2016
 
(unaudited)
 
 
 
 
 
 
Assets:
 
 
 
      Current assets
$
337,284

 
$
309,334

      Net property, plant and equipment
224,092

 
226,333

      Other assets, net
456,299

 
446,343

      Total assets
$
1,017,675

 
$
982,010

 
 
 
 
Liabilities and shareholders’ equity:
 
 
 
      Current liabilities
$
156,540

 
$
148,405

      Long term debt due after one year, net
292,181

 
302,429

      Other liabilities
49,650

 
49,960

      Shareholders’ equity
519,304

 
481,216

Total liabilities and shareholders’ equity
$
1,017,675

 
$
982,010



Condensed Consolidated Statements of Cash Flows
(in thousands)


 
Nine Months Ended
 
November 30, 2016
 
November 30, 2015
 
(unaudited)
 
 
 
 
Net cash provided by operating activities
$
57,275

 
$
104,158

Net cash used in investing activities
(51,271
)
 
(80,868
)
Net cash used in financing activities
(32,346
)
 
(27,101
)
Effect of exchange rate changes on cash
(370
)
 
(1,118
)
Net decrease in cash and cash equivalents
$
(26,712
)
 
$
(4,929
)
Cash and cash equivalents at beginning of period
40,191

 
22,527

Cash and cash equivalents at end of period
$
13,479

 
$
17,598




--END--