0000008947-17-000049.txt : 20170420 0000008947-17-000049.hdr.sgml : 20170420 20170420063602 ACCESSION NUMBER: 0000008947-17-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170420 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170420 DATE AS OF CHANGE: 20170420 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: 17771336 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 q4fy17earningsreleaseform8k.htm 8-K FY17 Q4 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):
April 20, 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 April 20, 2017, AZZ Inc. (“AZZ”) issued a press release reporting AZZ’s fourth quarter and fiscal year 2017 financial results for the period ended February 28, 2017. A copy of this press release is attached hereto as Exhibit 99.1 and 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 April 20, 2017 reporting AZZ's fourth quarter and fiscal year 2017 financial results for the period ended February 28, 2017.


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: April 20, 2017

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




Exhibit No.
 
Description
99.1
 
Press release dated April 20, 2017 reporting AZZ's fourth quarter and fiscal year 2017 financial results for the period ended February 28, 2017.





EX-99.1 2 exhibit991fy17q4earningsre.htm EXHIBIT 99.1 FY17 Q4 EARNINGS RELEASE Exhibit



AZZ Inc. Reports Record Financial Results for
Fiscal Year 2017



Full Year Fiscal 2017 EPS of $2.33 on a Reported Basis, its 30th consecutive year of profitability

Annual Revenues of $858.9 million, down $44.3 million or 4.9% below Fiscal 2016

Revises EPS guidance range for fiscal 2018 to $2.60 - $3.10 and sales to $880 million - $950 million


April 20, 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 and twelve-month periods ended February 28, 2017.

Management Discussion

Tom Ferguson, president and chief executive officer of AZZ Inc., commented, “Fiscal 2017 was a challenging year. Our Galvanizing segment experienced reduced orders from soft markets in oil and gas, petrochemical, and solar. We continued to experience reduced refinery turnarounds and maintenance in our Energy segment during the fourth quarter and were also impacted by project delays for Westinghouse nuclear projects. Despite lower sales in both business segments, fiscal 2017 was AZZ’s 30th consecutive year of profitability, a testament to all the employees of AZZ.”

“We expect North American galvanizing market conditions to begin to improve in the second half of fiscal 2018 as infrastructure spend increases. During fiscal 2017 we were able to capture better pricing in the market to partially offset the weakness in demand. We believe this pricing dynamic will serve us well going forward. We also expect to introduce our new GalvaBar™ bendable galvanized rebar and enter the powder coating business in fiscal 2018. These are new opportunities that we believe will enable us to drive increased sales growth in fiscal 2018 and future years.”

Mr. Ferguson continued, “We believe fiscal 2018 will benefit from an improvement in refinery turnarounds and nuclear maintenance outages that have now been deferred for several quarters. We are well positioned to execute on those projects once they are scheduled. We are pleased with our solid backlog and improving demand in other electrical and industrial markets, as incoming orders are strengthening.”

“Given the market dynamics of fiscal 2017, and our potential exposure to the recent bankruptcy filing by Westinghouse, we are making an adjustment to our guidance for the fiscal year 2018 and revising our EPS range from $2.85 - $3.15 per diluted share to $2.60 - $3.10 per diluted share. We are also revising our sales guidance for fiscal 2018 from $900 million - $970 million to $880 million - $950 million.”

“As we begin the new fiscal year, we maintain a positive outlook for fiscal 2018, and are encouraged by a more efficient operating platform as a result of our realignment efforts and will increase our focus on procurement and operating efficiencies. We also are seeing an increase in galvanizing demand and anticipate a rebound of our galvanizing business during the second half of the fiscal year. We continue to focus on fiscally responsible growth through our internal investment in new leading edge products in our Galvanizing segment; additional technology investments in our Energy segment; a robust pipeline of





potential acquisition opportunities; and a new credit financing facility that will support our strategic growth initiatives. Looking forward, we believe that our businesses are well poised for the resurgence in infrastructure project spending not only in North America, but across the globe,” concluded, Mr. Ferguson.

Fourth Quarter and Fiscal Year Results

Revenues for the fourth quarter were $193.8 million compared to $217.6 million for the same quarter last year, a decrease of 11 percent. Net income for the fourth quarter was $11.6 million, or $0.44 per diluted share, compared to net income of $16.1 million, or $0.62 per diluted share, for last year’s fourth fiscal quarter.

For the twelve-month period, the Company reported revenues of $858.9 million compared to $903.2 million for the comparable period last year, a decrease of 4.9 percent. Net income for the twelve months was $60.9 million, which included an $8.0 million charge for realignment taken during the year, or $2.33 per diluted share, compared to $76.8 million, or $2.96 per diluted share compared to the prior fiscal year.

Bookings for fiscal 2017 were $858.9 million, compared to $905.1 million for the prior year, a decrease of 5.1 percent. Backlog at the end of the 2017 fiscal year was $346.4 million, an increase of 3.6 percent compared to backlog at the end of the prior year of $334.5 million. Incoming orders for the year were $858.9 million while revenues for the year totaled $858.9 million, resulting in a book to bill ratio of 1.0. Approximately 36.8% percent of the $346.4 million in backlog is expected to be delivered outside of the U.S.

Energy Segment

Revenues for the Energy segment for the fourth quarter of fiscal 2017 were $112.1 million as compared to
$117.0 million for the same quarter last year, decreasing by 4.2 percent. Operating income for the segment fell 23.8 percent to $9.6 million compared to $12.7 million in the same period last year. Operating margins for the fourth quarter were 8.6 percent as compared to 10.8 percent in the prior year period. For full year fiscal 2017, Energy segment revenues decreased 3.5 percent to $483.4 million and operating income decreased 11.0 percent to $52.0 million compared to $500.8 million and $58.5 million respectively, in the prior year period. Operating margins for the 2017 fiscal year were 10.8 percent as compared to 11.7 percent in the prior fiscal year, as a result of decreased sales volume.

Galvanizing Segment

Revenues for the Company’s Galvanizing segment for the fourth quarter of fiscal 2017 were $81.6 million, compared to the $100.6 million in the same period last year, a decrease of 18.8 percent. Operating income was $18.4 million as compared to $23.1 million in the prior period, a decrease of 20.5 percent. Operating margins for the fourth quarter were 22.5 percent, compared to 22.9 percent in the same period last year. For full year fiscal 2017, Galvanizing segment revenues decreased 6.7 percent to $375.5 million and operating income decreased 16.6 percent to $79.0 million compared to $402.4 million and $94.8 million respectively, for the prior fiscal year, and were negatively affected by $7.3 million of realignment charges taken during fiscal 2017. As a result, operating margins for the 2017 fiscal year were 21.0 percent compared to 23.6 percent in the prior fiscal year.










Conference Call

AZZ Inc. will conduct a conference call to discuss financial results for the fourth quarter and fiscal year 2017 at 11:00 A.M. ET on Thursday, April 20, 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 #10104959, 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, Robert Blum or Joe Diaz
 
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
 
Twelve Months Ended
 
February 28,
2017
 
February 29,
2016
 
February 28,
2017
 
February 29,
2016
 
(unaudited)
 
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
$
193,759

 
$
217,611

 
$
858,930

 
$
903,192

Costs of sales
148,055

 
162,757

 
654,146

 
673,081

     Gross margin
45,704

 
54,854

 
204,784

 
230,111

 
 
 
 
 
 
 
 
Selling, general and administrative
25,526

 
28,278

 
106,424

 
107,823

     Operating income
20,178

 
26,576

 
98,360

 
122,288

 
 
 
 
 
 
 
 
Interest expense
3,573

 
3,543

 
14,732

 
15,155

Net (gain) loss on sale property,
  plant and equipment and insurance proceeds
50

 
138

 
76

 
(327
)
Other (income) expense, net
(248
)
 
2,264

 
(1,197
)
 
3,092

     Income before income taxes
16,803

 
20,631

 
84,749

 
104,368

Income tax expense
5,219

 
4,555

 
23,828

 
27,578

Net income
$
11,584

 
$
16,076

 
$
60,921

 
$
76,790

Earnings per common share
 
 
 
 
 
 
 
      Basic
$
0.45

 
$
0.62

 
$
2.35

 
$
2.98

      Diluted
$
0.44

 
$
0.62

 
$
2.33

 
$
2.96

      Diluted average shares outstanding
26,110

 
25,988

 
26,097

 
25,937


Segment Reporting
(in thousands)


 
Three Months Ended
 
Twelve Months Ended
 
February 28,
2017
 
February 29,
2016
 
February 28,
2017
 
February 29,
2016
 
(unaudited)
 
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
Net sales:
 
 
 
 
 
 
 
   Energy
$
112,138

 
$
117,043

 
$
483,394

 
$
500,830

   Galvanizing
81,621

 
100,568

 
375,536

 
402,362

 
$
193,759

 
$
217,611

 
$
858,930

 
$
903,192

 
 
 
 
 
 
 
 
Segment operating income :
 
 
 
 
 
 
 
   Energy
$
9,646

 
$
12,664

 
$
52,029

 
$
58,471

   Galvanizing
18,354

 
23,077

 
79,033

 
94,766

   Corporate
(7,822
)
 
(9,165
)
 
(32,702
)
 
(30,949
)
   Total segment operating income
$
20,178

 
$
26,576

 
$
98,360

 
$
122,288








Condensed Consolidated Balance Sheet
(in thousands)


 
February 28, 2017
 
February 29, 2016
 
 
 
 
 
 
 
 
Assets:
 
 
 
      Current assets
$
296,537

 
$
309,334

      Net property, plant and equipment
228,610

 
226,333

      Other assets, net
452,692

 
446,343

      Total assets
$
977,839

 
$
982,010

 
 
 
 
Liabilities and shareholders’ equity:
 
 
 
      Current liabilities
$
141,850

 
$
148,405

      Long term debt due after one year, net
254,800

 
302,429

      Other liabilities
51,550

 
49,960

      Shareholders’ equity
529,639

 
481,216

Total liabilities and shareholders’ equity
$
977,839

 
$
982,010



Condensed Consolidated Statements of Cash Flows
(in thousands)


 
Twelve Months Ended
 
February 28, 2017
 
February 29, 2016
 
 
 
 
 
 
Net cash provided by operating activities
$
111,176

 
$
143,589

Net cash used in investing activities
(63,344
)
 
(99,308
)
Net cash used in financing activities
(76,619
)
 
(25,323
)
Effect of exchange rate changes on cash
(102
)
 
(1,294
)
Net decrease in cash and cash equivalents
$
(28,889
)
 
$
17,664

Cash and cash equivalents at beginning of period
40,191

 
22,527

Cash and cash equivalents at end of period
$
11,302

 
$
40,191




--END--