UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 29, 202028, 2023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-12777
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, | 76107 | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(817)810-0095
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| Common Stock | AZZ | New York Stock Exchange | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.YesAct. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large"large accelerated filer,” “accelerated" "accelerated filer,” “smaller" "smaller reporting company,”" and “emerging"emerging growth company”company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller Reporting company | ☐ | Emerging growth company | ☐ | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 31, 2019,2022, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $1,066,597,439$1,036,100,664 based on the closing sale price as reported on the New York Stock Exchange. As of April 16, 2020,21, 2023, there were 26,147,96424,912,363 shares of the registrant’s common stock ($1.00 par value) outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement for its 20202023 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K.
AZZ INC.
FORM 10-K
For the Fiscal Year Ended February 29, 202028, 2023
INDEX
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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,”"may," "could," "should," "expects," "plans," "will," "might," "would," "projects," "currently," "intends," "outlook," "forecasts," "targets," "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. In addition, certainForward-looking statements speak only as of the date they are made and are subject to risks that could cause them to differ materially from actual results. Certain factors could affect the outcome of the matters described herein. This Annual Report on Form 10-K may contain forward-looking statements that involve risks and uncertainties including, but not limited to, changes in customer demand for the toour products and services, offered by AZZ, including demand by the metal coatings market, power generationconstruction markets, electrical transmission and distributionthe industrial markets and the industrial markets, each of which may be impacted by the ongoing COVID-19 pandemic where our ability to assess the future and full impact on the Company, our customers and our suppliers is limited.metal coatings markets. We could also experience fluctuationsadditional increases in priceslabor costs, components and raw material cost,materials including zinc and natural gas, which are used in our hot diphot-dip galvanizing process or other potentialprocess; supply-chain disruptions orvendor delays; customer requested delays of our products or services; changesdelays in the political stability and economic conditions impacting our business in the domestic and foreign markets that we serve; customer requested delays of shipments; additional acquisition opportunities; currency exchange rates; adequacyan increase in our debt leverage and/or interest rates on our debt, of financing;which a significant portion is tied to variable interest rates; availability of experienced management and employees to implement AZZ’s growth strategy; a downturn in market conditions in any industry relating to the products we inventory or sell or the services that we provide; economic volatility, including a prolonged economic downturn or macroeconomic conditions such as inflation or changes in the political stability in the United States and other foreign markets in which we operate; acts of war or terrorism inside the United States or abroad.abroad; and other changes in economic and financial conditions. 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.
PART I
Item 1. Business
AZZ Inc. (“AZZ”("AZZ", the “Company”"Company", “our”"our" or “we”"we") was established in 1956 and incorporated under the laws of the state of Texas. We are a global provider of hot-dip galvanizing and a variety of metalcoil coating solutions welding solutions, specialty electrical equipment and highly engineered services to the power generation, transmission, distribution, refining and industrial markets.a broad range of end-markets, predominantly in North America. We have twothree distinct operating segments: the AZZ Metal Coatings segment, the AZZ Precoat Metals segment, and the EnergyAZZ Infrastructure Solutions segment. The Company's AZZ Metal Coatings segment is a leading provider of metal finishing solutions for corrosion protection, including hot diphot-dip galvanizing, spin galvanizing, powder coating, anodizing and plating to the North American steel fabrication and other industries. The Company's EnergyAZZ Precoat Metals segment provides aesthetic and corrosion protective coatings and related value-added services for steel and aluminum coil, primarily serving the construction; appliance; heating, ventilation, and air conditioning (HVAC); container; transportation and other end markets in the United States. The AZZ Infrastructure Solutions 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. On September 30, 2022, AZZ contributed its AZZ Infrastructure Solutions segment, excluding AZZ Crowley Tubing ("AIS") to a joint venture, AIS Investment Holdings LLC (the "AIS JV") and sold a 60% interest in the AIS JV to Fernweh Group LLC ("Fernweh"). The AZZ Infrastructure Solutions segment is reported as discontinued operations, and financial data for the segment has been segregated and presented as discontinued operations for all periods presented.
On May 13, 2022, the Company completed the acquisition of the Precoat Metals business division ("Precoat Metals") of Sequa Corporation ("Sequa"), a portfolio company owned by Carlyle, a global private equity firm (the "Precoat Acquisition"). As a result of the Precoat Acquisition, the Company changed its reportable segments, and added AZZ Precoat Metals as a new reportable segment.
Strategy
We have a developed strategy and periodically review our performance, opportunities, market conditions and competitive threats. During fiscal year 2023, we completed our comprehensive, Board-led review of our portfolio capital allocation plans and utilized leading independent financial, legal and tax advisors in support of this review. On May 13, 2022, the Company completed the Precoat acquisition for approximately $1.3 billion. The transaction is further described in "AZZ
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Precoat Metals Segment — Recent Acquisitions" below. In addition, on September 30, 2022, AZZ contributed AIS to the AIS JV and sold a 60% interest in the AIS JV to Fernweh.
We believe the strategic actions we executed in fiscal 2023 will accelerate our strategy to become a predominantly metal coatings focused company, which we believe will more rapidly enhance shareholder value.
AZZ Metal Coatings Segment
The AZZ Metal Coatings segment provides hot diphot-dip galvanizing, spin galvanizing, powder coating, anodizing and plating, and other metalsurface coating applications to the steel fabrication and other industries through facilities located throughout the United States and Canada. Hot dipHot-dip galvanizing is a metallurgical process in which molten zinc is appliedreacts to steel. The zinc alloying rendersprovides corrosion protection toand extends the life-cycle of fabricated steel for extended periods of up to 50 years.several decades. As of February 29, 2020,28, 2023, we operated forty41 galvanizing plants, one galvabar plant, and sevensix surface technologies plants and one tubing plant, which are located in various locations throughout the United States and Canada.
Competition
Metal coating is a highly competitive business, and we compete with other galvanizing companies, captive galvanizing facilities operated by manufacturers, and alternate forms of corrosion protection such as material selection (stainless steel or aluminum) or alternative barrier protections such as powder coating, paint and weathering steel. Our galvanizing markets are generally limited to areas within relatively close proximity to our metal coating plants dueas customers seek to theminimize freight cost.costs.
Zinc, the principal raw material used in the galvanizing process, is currently readily available, but can be subject to volatile pricing. We manage our exposure to commodity pricing of zinc by utilizing agreements with zinc suppliers that include fixed cost contracts to guard againstreduce the risk associated with escalating commodity prices. When possible, we also secure firm pricing for natural gas supplies with individual utilities. We may or may not continue to use these or other strategies to manage commodity risk in the future.
We typically serve fabricators or manufacturers that provide solutions to the electrical and telecommunications, bridge and highway, petrochemical and general industrial markets, and numerous original equipment manufacturers. We do not depend on any single customer for a significant amount of our sales, and we don't believe the loss of any single customer would not have a material adverse effect on our consolidated sales or net income.
On February 28, 2022, we completed the acquisition ofentered into an agreement to acquire all the outstanding shares of K2 Partners, Inc. (“K2”) and TennesseeDAAM Galvanizing Inc. ("Tennessee Galvanizing"), two privately held companies. K2 provides powder coating and electroplating solutions to customers in the Midwest and Southeast from locations in Texas and Florida. Tennessee Galvanizing provides galvanizing solutions to customers throughout the United States. These acquisitions expanded our geographical reach in metal coating solutions and broadened our offerings in strategic markets.
In January 2021, we completed the acquisition of the assets of Acme Galvanizing, Inc., a privately held high specification, National Aerospacehot-dip galvanizing and Defense Contractors Accreditation Program, ("NADCAP"), certified provider of powder coating, plating and anodizing serviceszinc electroplating company based in Gainesville, Texas. EPC, founded in 2003, offers a full spectrum of finish technology including powder coating, abrasive blasting and plating for heavy industrial, transportation, aerospace and light commercial industries.Milwaukee, Wisconsin. The acquisition expanded our geographical reach in metal coating solutions and broadened our offerings in strategic markets.
Recent Divestitures
In fiscal 2021, we closed or disposed of EPC is consistent with our strategic initiative to grow ourcertain AZZ Metal Coatings segmentlocations that were in under-performing and lower growth geographies or had previously been idle through the consolidation of operations.
In July 2020, we completed the sale of our Galvabar business, which was included in the AZZ Metal Coatings segment. We received net proceeds of $8.3 million and recognized a loss on the sale of $1.2 million. While Galvabar would normally be considered a core business for AZZ, we determined that this technology is better suited for a company with productsboth rebar manufacturing and services that complement our industry-leading galvanizing business.established rebar distribution capabilities. In accordance with the sale agreement, we may receive royalties associated with future sales for a three-year period following the sale.
For additional information on the AZZ Metal Coatings segment's operating results, see Results of Operations within Item 7. For additional financial information by segment, see Note 1214 to the consolidated financial statements.
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AZZ Precoat Metals Segment
On May 13, 2022, the Company completed the Precoat acquisition for a net purchase price of approximately $1.3 billion. The acquisition supported our goal of continued geographic expansion as well as portfolio expansion of our metal coatings solutions.
The AZZ Precoat Metals segment provides advanced applications of protective and decorative coatings and related value-added services for steel and aluminum coil, primarily serving the construction; appliance; heating, ventilation, and air conditioning (HVAC); container; transportation and other end markets. AZZ Precoat Metals segment office is located in St. Louis, Missouri and operates through 13 plants located in the United States.
Competition
AZZ Precoat Metals operates in a highly competitive industry as an independent toll coater, where we compete with other independent toll coaters, captive toll coaters, completely captive coaters, and integrated steel and aluminum mills. Our customers, and us as their toll processor, also face competition from alternative forms of coated metal, like powder-coated metal, or from other potential substrates such as wood, plastics, or concrete that could be used in place of painted metal.
Paint and customer-owned substrate availability are important for our toll-coating process. Paint lead times and pricing have recently stabilized following increases related to recent supply chain concerns; we carry very limited risk associated with paint purchases as it is a pass-through to our customer base. There are currently no concerns regarding the availability of customer-owned bare substrate as an input to our coil coating process, despite recent increases in substrate price and lead times.
We primarily serve distributors, fabricators or manufacturers that ultimately provide manufactured paint and coatings solutions to construction, appliance, HVAC, transportation, container, and general industrial markets, as well as numerous original equipment manufacturers. We do not depend on any single customer for a significant amount of our sales, and we do not believe the loss of any single customer would have a material adverse effect on our consolidated sales or net income.
AZZ Infrastructure Solutions segment
AZZ's EnergyInfrastructure Solutions segment, is a leading provider of specialized products and services primarily designed to support primarily industrial and electrical applications. OurOn September 30, 2022, we contributed our AZZ Infrastructure Solutions business, excluding AZZ Crowley Tubing, to a joint venture and sold a 60% interest in the joint venture to Fernweh AIS Acquisition LP. Following the transaction on September 30, 2022, we account for our retained investment in the AZZ Infrastructure Solutions segment as an equity method investment, and the results of operations are included in continuing operations, in "Equity in earnings of unconsolidated subsidiaries" in our consolidated statements of operations.
The segment's product offerings includeincluded custom switchgear, electrical enclosures, medium and high voltage bus ducts, explosion proof and hazardous duty lighting, nuclear safety-related equipment and tubular products.lighting. In addition to our product offerings, AZZ's Energyour AZZ Infrastructure Solutions segment focuses on life-cycle extension of life cycle for the power generation, refining and industrial infrastructure, through providing automated weld overlay solutions for corrosion and erosion mitigation.
Competition
The markets for our EnergyAZZ Infrastructure Solutions segment products are highly competitive and consist of large multi-national companies, along with numerous small independent companies. Competition is based primarily on product quality, range of product line, price and service. While some of ourthe segment's competitors are much larger than us, we believe our Energynoncontrolling interest in AZZ Infrastructure Solutions segment offers some of the most technologically advanced solutions and engineering resources developed from a legacy of proven, reliable product options, allowing AZZ Energythe segment to be ideallywell positioned to meet the most challenging application-specific demands.
Copper, aluminum, steel and nickel based alloys are the primary raw materials used by this segment. We do not foresee any availability issues for these materials.materials; however, have experienced commodity pricing escalations over the past year. We do not contractually commit to minimum purchase volumes andvolumes; increases in price for these items are normally managed through escalation clauses in our customer’s contracts with customers, which the customers may not always accept. In addition, we work to obtain firm pricing contracts from our vendors onsuppliers for these materials at the time we receive orders from our customers in order to minimize price volatility risk.
We sell Energy segment products throughwork to re-price open quotations, after 30 days, to reduce inflationary risks on commodities utilized in our internal sales force, manufacturers’ representatives, distributors and agents. We are not dependent on any single customer for this segment, and we do not believe that the loss of any single customer would have a material adverse effect on our consolidated revenues or net income.
For additional information regarding the Energy segment's backlog and operatingAZZ Infrastructure Solutions financial results, see ResultsNote 6 in Item 8. Financial Statements and Supplementary Data.
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Human Capital Management
At AZZ, our culture is defined by segment, see Note 12trust, respect, accountability, integrity, teamwork and sustainability (T.R.A.I.T.S.). We value our employees by continuously investing in a healthy work-life balance, offering competitive compensation and benefit packages and a team-oriented environment centered on professional service and open communication amongst our employees. We are dedicated to our employees by fully training and equipping them and providing a safe environment to grow personally and professionally. We strive to build, maintain and create a work environment that attracts and retains employees who are high contributors, have outstanding skills, are engaged in our culture, and who embody our Company mission: to create superior value in a culture where people can grow both professionally, and personally and where T.R.A.I.T.S. matter.
Attracting, developing and retaining the Consolidated Financial Statements.best talent in our industry is important to all aspects of AZZ’s long-term strategy and continued success. We recognize that an engaged workforce directly contributes to our efforts to improve AZZ’s sustainability and performance.
Our Employees
As of February 29, 2020, the Company28, 2023, we employed approximately 4,343 persons consisting3,837 people worldwide, of which 3,594 were employed in the U.S. and 243 were employed in Canada. After the Precoat Metals acquisition, we welcomed approximately 1,119 Precoat employees to our workforce. The Company's total workforce consisted of approximately 3,833 in85% hourly employees and 15% salaried employees. We believe our current relations with our workforce are strong.
Diversity and Inclusion
We embrace the United States, 214 in Canada, 234 in Europe,diversity of our employees, customers, vendors, suppliers, stakeholders and 62 inconsumers, including their unique backgrounds, experiences, creative solutions, skills and talents. Everyone is valued and appreciated for their distinct contributions to the growth and sustainability of our business.
Equal Opportunity Employment is a fundamental principle of our Company, where employment and applications for employment are evaluated based upon a person’s capabilities and qualifications without discrimination based on actual or perceived race, color, religion, sex, age, national origin, disability, genetic information, marital status, veteran status, sexual orientation, or any other countries.protected characteristic as established by applicable local, state, federal law or international laws. This principle is incorporated into each of the Company's policies and procedures relating to recruitment, hiring, promotions, compensation, benefits, discipline, termination and all of AZZ’s other terms and conditions of employment. We seek to continuously improve our hiring, development, advancement and retention of diverse talent and our overall diversity representation.
February 28, 2023, our U.S. employees had the following race and ethnicity demographics:
| White | 44.7 | % | |||
| Hispanic | 33.5 | % | |||
| African American | 14.7 | % | |||
| Asian | 1.2 | % | |||
| Multi-Racial | 1.5 | % | |||
| American Indian or Alaska Native | 0.7 | % | |||
| Native Hawaiian or Other Pacific Islander | 0.1 | % | |||
| Not Stated | 3.8 | % | |||
Approximately 51.6% of our employees are diverse, as reported to the Equal Employment Opportunity Commission on an annual basis.
As of February 28, 2023, our employees had the following gender demographics:
| Women | Men | ||||||||||
| U.S. Employees | 14.3% | 85.7% | |||||||||
Global Employees(1) | 13.8% | 86.2% | |||||||||
(1) Includes employees in Canada. | |||||||||||
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Additionally, 12.5% of the executive team and 22.2% of our independent directors are female.
Employee Compensation and Benefits
We are committed to paying our employees competitive and fair compensation that is commensurate with their position and performance and is competitive in the markets in which they work. We conduct regular surveys of the market rates for jobs to ensure that our compensation is competitive. We offer annual merit-based increases, as well as annual short- and long-term incentive packages that are aligned with the Company’s vision and key business objectives and are intended to motivate strong performance.
We believe our employees are critical to the success of our business and we structure our benefits package to attract and retain a highly talented and engaged workforce. We are continuously evolving our programs to adapt to our employees’ and their family’s needs, and to provide comprehensive health, wellness and quality of life coverage. Our programs vary by location, but most include the following benefits:
Chief Legal Counsel and Corporate Secretary, First Parts, Inc. General Counsel and Corporate Secretary, Silverleaf Resorts Inc. VP, Assistant General Counsel and Corporate Secretary, SuperMedia LLC | 2013-2014 2011-2013 2008-2011 | ||||||||||||||||
Growth and Development
We invest in and provide ongoing development and continuous learning opportunities for all of our employees. AZZ supports enterprise-wide professional development by offering a variety of instructor-led and self-paced learning programs ranging in audience from individual contributors to supervisors and executive leadership. We also provide a variety of resources to help our employees grow professionally and personally and build new skills, including (i) online development courses containing unlimited access to more than 4,500 learning modules, (ii) continuing education credits, and (iii) learning preferences such as in-person seminars, videos and webinars. AZZ also provides tuition assistance for employees enrolled in higher education programs directed at improving their performance or helping them prepare for future leadership roles within the Company and emphasizes individual development training as part of our annual performance goal setting process.
Annually, all employees have the opportunity and are encouraged to provide feedback on their employee experience through an anonymous employee survey. The feedback received through this survey is used to drive actions to improve the overall experience for employees across the Company, as well as to support continuous improvement in leader effectiveness and to enhance our corporate culture.
Health and Safety
Core to our corporate values, AZZ emphasizes safeguarding our people and fostering a culture of safety awareness that promotes the wellbeing of our employees, contractors and business partners. We maintain a safety culture grounded on the premise of eliminating workplace incidents, risks and hazards, while operating and delivering our work responsibly and sustainably. AZZ has created and implemented training and audit processes and incident learning communications to help mitigate safety events and to reduce the frequency and severity of accidents. AZZ has safety teams and has a formal mentor training program that includes a diverse group of management and hourly employees that contribute to the overall safety culture of our facilities.
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The Company reviews and monitors safety performance closely. Our ultimate goal is to achieve zero serious injuries through continued investments in core safety programs and injury reduction initiatives. The Company utilizes a mixture of leading and lagging indicators to assess the health and safety performance of our operations. Lagging indicators include the Occupational Safety & Health Administration: (i) Total Recordable Incident Rate ("TRIR"); (ii) Lost Time (or Lost Workday) Incident Rate ("LTIR") based upon the number of incidents per 100 employees. (or per 200,000 work hours); and (iii) Days Away, Restricted or Transferred rate ("DART"). Leading indicators include reporting of all near miss events as well as Environmental, Health and Safety ("EHS") coaching and engagement. In fiscal year 2023, we continued to demonstrate excellence in safety across our 61 plants worldwide, and incident rates as indicated below:
| TRIR | LTIR | DART | |||||||||||||||
| Metal Coatings Segment | 4.31 | 1.23 | 2.98 | ||||||||||||||
| Precoat Metals Segment | 2.41 | 0.64 | 1.35 | ||||||||||||||
Information About Our Executive Officers
| Name | Age | Business Experience of Executive Officers for Past Five Years Position or Office with Registrant or Prior Employer | Held Since | |||||||||||||||||
| Thomas E. Ferguson | 66 | President and Chief Executive Officer | 2013 | |||||||||||||||||
| Philip Schlom | 58 | Senior Vice President, Chief Financial Officer Vice President and Chief Accounting Officer/Interim Chief Financial Officer Vice President - Finance, Audit, Controls and Continuous Improvement, Exterran Corporation | 2020 2019 2017-2019 | |||||||||||||||||
| Tara D. Mackey | 53 | Chief Legal Officer and Secretary | 2014 | |||||||||||||||||
| Matt Emery | 56 | Chief Information and Human Resource Officer | 2013 | |||||||||||||||||
| Chris Bacius | 62 | Vice President, Corporate Development | 2014 | |||||||||||||||||
| David Nark | 55 | Senior Vice President of Marketing, Communications and Investor Relations Vice President of Marketing and Communications | 2019 2017-2019 | |||||||||||||||||
| Bryan Stovall | 58 | Chief Operating Officer – Metal Coatings President - AZZ Galvanizing Solutions Senior Vice President - Metal Coatings | 2020 2019 2018-2019 | |||||||||||||||||
| Kurt Russell | 52 | Chief Operating Officer - Precoat Metals President - Precoat Metals Division of Sequa Corporation | 2022 2016-2022 | |||||||||||||||||
Each executive officer was elected by the Board of Directors to hold office until the next Annual Meeting or until their successor is elected. No executive officer has any family relationships with any other executive officer of the Company.
Available Information
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, are available free of charge on or through our web site, http://www.azz.com/investor-relations, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission, or the SEC. The SEC’s website, http://www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our web sitewebsite and the information posted on it or connected to it areour website is not a part of this Annual Report on Form 10-K.
Corporate Governance and Sustainability
Our Company’s Board of Directors (the “Board”"Board"), with the assistance of its Nominating and Corporate Governance Committee, has adopted Corporate Governance Guidelines that set forth the Board’s policies regarding corporate governance and sustainability.its oversight of the Company's sustainability efforts. In connection with the Board’s responsibility to oversee our legal compliance and conduct business based upon a foundation of the highest business ethics and social responsibility, the Board has adopted the following policies: a
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•Code of Conduct, which applies to the Company’s officers, directors and employees; a employees (including our Chief Executive Officer, Chief Financial Officer, Principle Accounting Officer, and Finance department members);
•Vendor Code of Business Conduct that applies to dealings with our customers, suppliers, vendors, third-party
representatives, including agents and business partners;
•Human Rights Policy; and
•Environmental Health and Safety Policy.
The Board has adopted charters for each of its Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. You may review the Corporate Governance Guidelines, Codes of Conduct or any of our sustainability or corporate social responsibility policies, and our Committee charters under the Heading “Investorheading "Investor Relations,”" subheadings “Corporate"Corporate Governance,”" or "Corporate Social Compliance" on our website at: http://www.azz.comwww.azz.com. We intend to disclose future amendments to, or waivers from, certain provisions of this Code of Conduct on our website. Our website and the information posted on our website is not a part of this Annual Report on Form 10-K.
You may also obtain a copy of these documents by mailing a request to:
AZZ Inc.
Investor Relations
One Museum Place, Suite 500
3100 West 7th Street
Fort Worth, TX 76107
Item 1A. Risk Factors
Our business is subject to a variety of risks, including, but not limited to, the risks described below, which we believe are the most significant risks and uncertainties facing our business. Additional risks and uncertainties not known to us or not described below may also impair our business operations in the future. If any of the following risks actually occur, our business, financial condition and results of operations and future growth could be negatively or materially impacted.
Risks Related to Operations
Our business segments operate in highly competitive markets.
Our operating results may vary significantly from quarter to quarter.
Our quarterly results may be materially and adversely affected by:
•changes in political landscapes across the globe;
•unstable political economic conditions and public health issues delaying customer operations;
•timing and volume of work under new or existing agreements;
•general economic conditions;
•fluctuations in the budgetary spending of customers, including seasonality;
•increases in manufacturing or transportation costs;
•variations in the margins, due to sales price or manufacturing complexities, of projects performed during any particular quarter;
•losses experienced in our operations not otherwise covered by insurance;
•delays of raw materials or component suppliers;
•a change in the demand or production of our products and our services caused by severe weather conditions;
•a change in the mix of our customers, contracts and business;
•modifications or changes in customer delivery schedules;
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•changes in interest rates.
Accordingly, our operating results in any particular quarter may not be indicative of the results expected for any other quarter or for the entire year.
Our business requires skilled labor, and we may be unable to attract and retain qualified employees.
Our ability to maintain our productivity and profitability could be limited by an inability to employ, train and retain skilled personnel necessary to meet our labor requirements. We cannot be certain that we will be able to maintain an adequately skilled labor force necessary to operate efficiently and to support our growth strategy or that our labor costs will not increase as a result of a shortage in the supply of skilled personnel. Labor shortages or increased labor-related costs could impair our ability to maintain our profit margins or impact our ability to sustain and grow our sales.
Technological innovations by competitors may make existing products and production methods obsolete.
The manufactured products and services we sell require evolving technologies for success in the markets we serve. The competitive environments can be highly sensitive to technological innovation. It is possible for our competitors, or new market place entrants, both foreign and domestic, to develop new products, production methods or technology which could make existing products, services or methods obsolete or at least hasten their obsolescence or materially reduce our competitive advantage in the markets that we serve.
Our business segments are cyclical and are sensitive to economic downturns.
Our business often aligns with the economic environments that we operate within, and, especially in our Precoat Metals segment, is subject to seasonality within the annual operating cycle of the business. Our customers may delay or cancel new or previously planned projects. If there is a downturn in the general economies in which we operate, there could be a material adverse effect on price levels and the quantity of goods and services purchased by our customers, which could adversely impact our sales, consolidated results from operations and cash flows. A number of factors, including financing conditions and potential bankruptcies in the industries we serve, could adversely affect our customers and their ability or willingness to fund their internal projects in the future and pay for services or equipment. Certain economic conditions may also impact the financial condition of one or more of our key suppliers, which could affect our ability to secure raw materials and components to meet our customers’ demand for our products in the future. Other various factors impact demand for our products and services, including the price of commodities (such as zinc, natural gas or other commodities), paint, economic forecasts and financial markets. Uncertainty in the global economy and financial markets could impact our customers and could, in turn, severely impact the demand for corporate infrastructure projects that would result in a reduction in orders for our products and services. All of these factors combined together could materially impact our business, financial condition, cash flows and results of operations and potentially impact the trading price of our common stock.
International events and political issues may adversely affect our AZZ Metal Coatings segments.
A portion of the sales from our AZZ Metal Coatings and AZZ Infrastructure Solutions segments are from markets outside the U.S. The occurrence of any of the risks described below could have an adverse effect on our consolidated results of operations, cash flows and financial condition:
•political and economic instability in the country, Canada, we conduct business;
•social unrest, acts of war and terrorism, natural disasters, and global outbreaks of contagious diseases;
•inflation, or hyper-inflation;
•significant currency fluctuations, currency devaluations or restrictions on currency conversions;
•governmental activities that limit or disrupt markets, restrict payments or limit the movement of funds;
•trade restrictions, tariffs and economic embargoes by the United States or other countries; and
•travel restrictions placed upon personnel.
Catastrophic events could have a material adverse effect on our business, financial condition, results of operations, or cash flows.
The occurrence of catastrophic events ranging from acts of war and terrorism, natural disasters such as earthquakes, tsunamis, hurricanes, or the outbreaks of epidemic, pandemic or contagious diseases could potentially cause future disruption in our business. At this time, the ongoing war between Russia and Ukraine has not materially impacted our operations. Any disruption of our customers or suppliers and their respective contract manufacturers could likely impact our future sales and operating results. In addition, the spread of contagious diseases, could adversely affect the economies and financial markets of many countries, and result in an economic downturn that could affect the demand for our products and services. These
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situations are outside of the Company’s control and any of these events could have a material adverse effect on our business, financial condition, results of operations, or cash flows.
Fluctuations in the price and supply of raw materials and natural gas for our business segments may adversely affect our operations.
Within our AZZ Metal Coatings segment, zinc and natural gas represent a large portion of our cost of sales. In our AZZ Precoat Metals segment, natural gas represents a large portion of our cost of sales. The prices of zinc and natural gas are subject to volatility and we have experienced commodity price escalation over the past year. Unanticipated commodity price increases could significantly increase production costs and potentially adversely affect profitability. The following factors, which are beyond our control, affect the price of natural gas for the AZZ Metal Coatings segment:
•supply and demand;
•freight costs and transportation availability;
•trade duties and taxes; and
•labor disputes.
We seek to maintain our operating margins by increasing the price of our products and services in response to increased costs, but may not be successful in passing these increased costs of operation through to our customers.
A failure in our operational information systems or cyber security attacks on any of our facilities, or those of third parties, may adversely affect our financial results.
Our business is heavily supported by operational systems to process large amounts of data and support complex transactions. If significant financial, operational, or other data processing systems fail, are attacked by intruders or have other significant shortcomings, our financial results could be adversely affected. Our financial results could also be adversely affected if an employee causes our operational systems to fail, either as a result of inadvertent error or by deliberately tampering with or manipulating our financial or operational systems. Due to increased technology advances, we are more reliant on technologies to support our operations. We use computer software and programs to run our financial and operational information, and this may subject our business to increased risks. Cyber-attacks are an ever-increasing risk to companies.Any significant cyber security attacks that affect our facilities, our customers, our key suppliers, or material financial data could have a material adverse effect on our business. In addition, cyber-attacks on our customers, suppliers and employee data may result in a financial loss, including potential fines for failure to safeguard data, and may negatively impact our reputation. Third-party systems on which we rely could also suffer operational system failure. Any of these occurrences could disrupt our business, result in potential liability or reputational damage or otherwise have an adverse effect on our financial results.
If we are unable to adequately protect our intellectual property, we may lose some of our competitive advantage.
We possess intellectual property, which is instrumental in our ability to compete and grow our business. If our intellectual property rights are not adequately protected, we could lose our competitive advantage. There can be no assurance that our patent applications will result in patents being issued or that current or additional patents will afford protection against competitors. We rely on a combination of patents, copyrights, trademarks and trade secret protection and contractual rights to establish and protect our intellectual property. Failure of our patents, copyrights, trademarks and trade secret protection, non-disclosure agreements and other measures to provide protection of our technology and our intellectual property rights could enable our competitors to more effectively compete with us and could result in an adverse effect on our business, financial condition and results of operations. In addition, our trade secrets and proprietary know-how may otherwise become known or be independently discovered by others. No guarantee can be given that others will not independently develop substantially equivalent proprietary information or manufacturing and service know-how and techniques, or otherwise gain access to our proprietary technology.
Product defects could increase our warranty costs and could result in product liability claims.
Our business exposes us to potential product liability risks that are inherent in the design, manufacture and sale of our products and the products of third-party vendors which we use or resell. Widespread product recalls could result in significant losses due to the costs of a recall, the destruction of product inventory, penalties, and lost sales due to the unavailability of a product for a period of time. We may also be liable if the use of any of our products causes harm and could suffer losses from a significant product liability judgment against us in excess of its insurance limits. We may not be able to obtain indemnity or reimbursement from our suppliers or other third parties for the warranty costs or liabilities associated with our supplier products. A significant product recall, warranty claim, or product liability case could also result in adverse publicity, damage to our business reputation, and a loss of consumer confidence in our products.
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Risks Related to Strategy
Our acquisition strategy involves a number of risks.
We intend to pursue continued growth through acquiring the assets of target companies that will enable us to (i) expand our product and service offerings and (ii) increase our geographic footprint. We routinely review potential acquisitions. However, we may be unable to implement this growth strategy if we are not able to reach agreement on mutually acceptable terms. Moreover, our acquisition strategy involves certain risks, including:
•risks and liabilities from our acquisitions that may not be discovered during the pre-acquisition due diligence process;
•difficulties in the post-acquisition integration of operations and systems;
•the termination of relationships with key personnel and customers of the acquired company;
•the potential failure to add additional employees to manage the increased volume of business;
•additional post-acquisition challenges and complexities in areas such as tax planning, treasury management, financial reporting and legal compliance;
•a disruption of our ongoing business or an inability of our ongoing business to receive sufficient management attention; and
•a failure to realize the cost savings or other financial benefits we anticipated prior to acquisition.
Future acquisitions may require us to obtain additional equity or debt financing, which may not be available to us, and may increase our leverage ratios.
We may be unsuccessful at implementing and generating internal growth from our Strategic Growth Initiatives.
Our ability to generate internal growth will be affected by, among other factors, our ability to:
•attract new customers, internationally and domestically;
•integrate regulatory changes;
•increase the number or size of projects performed for existing customers;
•hire and retain employees; and
•increase volume utilizing our existing facilities.
Many of the factors affecting our ability to generate internal growth through our initiatives may be beyond our control, and we cannot be certain that our strategies will be successful or that we will be able to generate cash flow sufficient to fund our operations and to support internal growth. If we are unsuccessful, we may not be able to achieve internal growth, expand our operations or grow our business.
The departure of key personnel could disrupt our business.
We depend on the continued efforts of our executive officers and senior management team. We cannot be certain that any individual will continue in such capacity for any particular period of time. The future loss of key personnel, or the inability to hire and retain qualified employees, could negatively impact our ability to manage our business.
Actual and potential claims, lawsuits, and proceedings could ultimately reduce our profitability and liquidity and negatively impact our financial condition.
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Our operations could be adversely impacted by the effects of future changes to the law and government regulations regarding emissions, the global environment and other sustainability matters.
Various regulations have been implemented regarding emissions, the global environment and other sustainability matters. We cannot predict future changes in the law and government regulations regarding emissions, the global environment and other sustainability matters, , or what actions may be taken by our customers or other industry participants in response to any future legislation. SuchWhile the Company actively is engaged in building our environmental, social and governance programs, changes in the laws or governmental regulations could negatively impact our business or the demand for our products and services by customers, and other industry related participants, or our investors, and could result in a negative impact to our operations, or profitability, or our ability to perform projects in any respective regions.the future.
Changes to U.S. trade policy, tariff and local governments have a major impact on the frameworkimport/export regulations and economics of the US nuclear power industry. foreign government regulations could adversely affect our business, operating results, foreign operations, sourcing and financial condition.
Changes in U.S. or international social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories or regulations regardingcountries where we currently manufacture, distribute and/or sell our products or conduct our business, as well as any negative sentiment toward the operationsU.S. as a result of current nuclear facilitiessuch changes, could adversely affect our business. New tariffs, changes in existing tariffs and other changes in U.S. trade policy have anthe potential to adversely impact on the economies in which we operate or certain sectors thereof, our industry and the global demand for our products, and services,as a result, could have a material adverse effect on our business, operating results and financial condition. In addition, we cannot predict the full impact trade policy changes that have been asserted by the U.S. presidential administration and Congress, including anticipated changes to current trade policies will be maintained or modified or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we accurately predict the effects that any changes will have on our future business.
Our business is also subject to risks associated with U.S. and foreign legislation and regulations relating to imports, including quotas, duties, tariffs or taxes, and other charges or restrictions on imports, which could adversely affect our operations and our ability to import or export products at current or increased levels, and substantially all of our import operations are subject to customs duties on imported products imposed by the governments where our production facilities are located, including raw materials. We cannot predict whether additional U.S. and foreign customs quotas, duties (including antidumping or countervailing duties), tariffs, taxes or other charges or restrictions, requirements as to where raw materials must be purchased, reporting obligations pertaining to "conflict minerals" mined from certain countries, additional workplace regulations, or other restrictions on our imports will be imposed upon the importation or exportation of our products in the future or adversely modified, or what effect such actions would have a negative impact on our costs of operations. These same risks areFuture quotas, duties, or tariffs may have a material adverse effect on our business, financial condition, and results of operations. Future trade agreements could also associatedprovide our competitors with foreign nuclear power industries.an advantage over us, or increase our costs, either of which could potentially have a material adverse effect on our business, financial condition, and results of operations.
Adoption of new or revised employment and labor laws and regulations could make it easier for our employees to obtain union representation and our business could be adversely impacted.
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Changes in labor or employment laws, including minimum wage rules, could increase our costs and may adversely affect our business.
Various federal, state and international labor and employment laws govern our relationship with employees and affect operating costs. These laws include minimum wage requirements, overtime, unemployment tax rates, workers’ compensation rates, leaves of absence, mandated health and other benefits, and citizenship requirements. Significant additional government-imposed increases or new requirements in these areas could materially affect our business, financial condition, operating results or cash flows.
Risks Related to Environmental Conditions
Climate change could impact our business.
Climate changes could result in an adverse impact on our operations, particularly in hurricane prone or low-lying areas near the ocean or heavy snowfall and ice regions. We cannot predict the potential timing or impact from potential global warming, winter storms and other natural disasters. We carry certain limits of insurance to mitigate the potential effects of events that could impact our businesses, as well as disaster recovery plans related to any potential natural disasters that might occur within regions in which we have operations, or at any of the Company locations.
Changes in environmental laws and regulations and heightened focus on corporate sustainability initiatives and practices are under increased scrutiny by both governmental and non-governmental bodies, which could cause a change in our business practices by increasing capital, compliance, operating and maintenance costs, which could impact our future operating results.
Over the past year there has been a heightened focus by both governmental and non-governmental bodies requesting disclosure of information relating to our corporate sustainable practices as well as customers are increasingly preferring to source from suppliers who have implemented effective sustainability initiatives. International agreements and national or regional legislation and regulatory measures to further reduce greenhouse gas emissions and require companies to more efficiently use energy, water and reduce waste, are in various stages of discussion and/or implementation across the globe. These laws, regulations and policies, as well other sustainability demands made by governmental and non-governmental bodies may result in the need for future capital, compliance, operating and maintenance costs. We cannot predict the level of expenditures or potential impact to the Company that may be required to comply with these evolving environmental and sustainability laws and regulations due to the uncertainties on the laws enacted in each jurisdiction in which we operate, and our activities in each one of these jurisdictions.
The financial impact of the heightened focus on sustainability practices for all companies to increase efficiencies in consumption of resources and future regulations regarding greenhouse gas emissions will depend on a number of factors including, but not limited to:
•the sectors covered;
•future permitted levels for greenhouse gas emissions;
•the extent to which we would be entitled to receive emission allowance allocations or would need to invest in additional compliance equipment or compliance instruments, either on the open market or through auctions;
•the price and availability of emission allowances and credits; and
•the impact of legislation or other regulation on our ability to recover the costs incurred through the pricing of our products and services.
Risks Related to Financial Matters
The Company’s flexibility to operate its business could be impacted by provisions in its debt obligations.
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debt, or seeking additional equity capital. AZZThe Company cannot assure that any of these remedies can be effected on commercially reasonable terms or at all.
•finance our operations;
•make needed capital expenditures;
•make strategic acquisitions or investments or enter into joint ventures;
•withstand a future downturn in our operational systemsbusiness, the industry or cyber security attacks on any of our facilities, or those of third parties,the economy in general;
•engage in business activities, including future opportunities, that may
•plan for or react to help run our financial and operations sectors, and this may subjectmarket conditions or otherwise execute our business strategies.
The covenant restrictions related to increased risks. Any future cyber security attacks that affect our facilities,indebtedness could impact our customers and any financial dataability to expand our business, which could have a material adverse effect on our business. In addition, cyber attacksbusiness, financial condition and results of operations. As a result of these restrictions, we could be limited as to how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include more restrictive covenants. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants. Our failure to comply with the restrictive covenants described above and/or the terms of any future indebtedness from time to time could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their due date and the termination of future funding commitments by our lenders. If we are forced to refinance these borrowings on less favorable terms or cannot refinance these borrowings, our customers, suppliersresults of operations and employee datafinancial condition could be adversely affected. The Credit Agreement contains cross-default provisions that could result in the acceleration of all of our indebtedness. A breach of the covenants under our Credit Agreement could result in an event of default under the applicable indebtedness. Such a default may allow the creditors to accelerate the related indebtedness and may result in a financial loss, including potential fines for failurethe acceleration of any other indebtedness to safeguard data,which across-acceleration or cross-default provision applies. In addition, an event of default under the Credit Agreement would permit the lenders under the Credit Agreement to terminate all commitments to extend further credit under that facility. Furthermore, if we were unable to repay amounts due and payable under the Credit Agreement, those lenders could proceed against the collateral granted to them to secure that indebtedness. In the event our lenders accelerate the repayment of our borrowings, we and our guarantors may negatively impactnot have sufficient assets to repay that indebtedness. Additionally, we may not be able to borrow money from other lenders to enable us to refinance our reputation. Third-party systems on which we relyindebtedness. Increased levels of indebtedness could also suffercreate competitive disadvantages for us relative to other companies with lower debt levels.
Our investment in the AIS Joint Venture could be materially and adversely affected by our lack of sole decision-making authority over the majority of the strategic and operational system failure. decisions of the business, corporate governance matters, and our reliance on our AIS Joint Venture partner's financial condition.
On September 30, 2022, we completed a disposition of 60% of the equity of AIS Investment Holdings LLC, a Delaware limited liability company (the "AIS JV"), which consists of our former AZZ Infrastructure Solutions Segment (excluding AZZ Crowley Tubing) (the "AIS Business"), with Fernweh AIS Acquisition LP, a Delaware limited partnership. Pursuant to the terms of the agreement, AZZ no longer has a controlling interest in the AIS JV, and therefore the AIS JV is operating and will continue to operate independently. As the non-controlling interest holder in the AIS JV, our influence on all aspects of the AIS Business will continue to diminish. Accordingly, we might not be able to prevent the AIS JV from taking actions adverse to our interests in the AIS JV. We cannot exercise sole decision-making authority regarding the AIS Business, including, but not limited to, hiring and retaining employees and executive officers, management of and payments into its multiemployer pension plans, governance issues, entering into new markets or exiting existing markets, making certain acquisitions or dispositions, and other material strategic transactions, which in each case could create the potential risk of creating operational issues and/or impasses on decisions or decisions at the AIS JV-level not in our best interest. Additionally, investments in joint ventures or partnerships, such as the AIS JV, may, under certain circumstances, involve risks not present when a third-party is not involved, including the possibility that joint venture partners may become bankrupt, fail to fund their share of required capital contributions to various parties, or otherwise struggle operationally or financially. Disputes between AZZ Inc, and our joint venture partner could result in litigation or arbitration that would increase our expense and distract our
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executive officers and directors from focusing their time and efforts on AZZ Inc.'s business and could result in subjecting the AIS Business to additional risk.
Any of these occurrencesthe foregoing operational risks could disruptmaterially reduce the expected return of our prior investment in the AIS JV and materially and adversely affect our business, resultresults of operations, financial condition and the trading price of our securities.
Adverse changes in potential liabilitythe value of assets or reputational damage or otherwise have an adverse effect onobligations associated with our financial results.
We have a defined benefit pension plan which is frozen with respect to benefits and the addition of participants. The funded status and our ability to satisfy the future obligations of the plan is affected by, among other things, changes in interest rates, returns from plan asset investments, and actuarial assumptions including the life expectancies of the plan’s participants. Our ability to adequately fund or meet our future obligations with respect to the plan could have a material adverse effect on our business, results of operations and financial condition.
A change in a customer’s creditworthiness could result in significant accounts receivable write-offs.
As a normal course of business, we extend credit to certain of our customers. The amount of credit extended to customers is based upon the due diligence performed, including, but not limited to, the review of the potential customer’s financial statements and banking information. The Company may perform various credit checks and evaluate the customer's previous payment history. While we do not believe we have significant concentration of sales with any one customer, we have certain larger customers, which could result in a significant amount of credit exposure if there is a sudden or severe change in the customer’s creditworthiness. We monitor our outstanding receivables on a regular basis; however, if a customer with large credit exposure is unable to make payment on its outstanding receivables, we could experience a significant write-off of accounts receivable.
If our goodwill or other indefinite-lived intangible assets were to become impaired, our net income and results of operations could be negatively affected.
As of February 28, 2023, we had goodwill totaling $702.5 million and indefinite-lived intangible assets totaling $1.5 million on our consolidated balance sheet. Goodwill represents the excess of cost over the fair market value of net assets acquired in business combinations. Indefinite-lived intangibles are comprised of certain tradenames. We test goodwill and intangible assets with an indefinite life for potential impairment annually, in the fourth quarter, and between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of the Company below its carrying amount. Factors that could indicate that our goodwill or indefinite-lived intangible assets are impaired include a decline in our stock price and market capitalization, lower than projected operating results and cash flows and economic downturns or slower growth rates in our industry, market downturns or major events like a global pandemic. Our stock price historically has shown volatility and often fluctuates significantly in response to market and other factors. Declines in our stock price, lower operating results and any decline in industry conditions in the future could increase the risk of impairment. The evaluation for impairment includes our estimates of future operating results and cash flows, estimates of allocations of certain assets and cash flows among reporting segments, estimates of future growth rates, and our judgment regarding the applicable discount rates used on estimated operating results and cash flows.
Should a review indicate impairment, a write-down of the carrying value of the goodwill or intangible asset would occur, resulting in a non-cash charge, which could have a material adverse effect on our financial statements, impact our creditability with our shareholders, or impact our relationships with our customers, suppliers or supporting banks.
We are exposed to exchange rate fluctuations in the international markets in which we operate.
We operate in the United States and Canada and anticipate that there will be instances in which sales and costs will not be exactly matched with respect to foreign currency denomination. Gains and losses from the remeasurement of assets and liabilities that are receivable or payable in currencies other than our subsidiaries’ functional currency are included in our consolidated statements of income. In addition, currency fluctuations cause the U.S. dollar value of our Canadian results of operations and net assets to vary with exchange rate fluctuations. A decrease in the value of the Canadian currency relative to the U.S. dollar could have a negative impact on our business, financial condition, results of operations or cash flowsflows. As we continue to expand geographically, we could experience economic loss and a negative impact on earnings or net assets solely as a result of foreign currency exchange rate fluctuations. In the future, we may utilize derivative instruments to manage the risk of fluctuations in foreign currency exchange rates that could potentially impact our future earnings and forecasted cash flows. However, the markets in which we operate could restrict the removal or conversion of the local or foreign currency, resulting in our inability to hedge against some or all of these risks or increase our cost of conversion of local currency to U.S. dollar.
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Our operations entail inherent risks that may result in substantial liability. We do not insure against all potential losses and could be seriously harmed by unexpected liabilities.
Our manufacturing processes and services provided to our customers entail inherent risks, including equipment defects, malfunctions and failures. The insurance we carry to mitigate many of these risks may not be adequate to cover future claims or losses. In addition, we are substantially self-insured for workers’ compensation, employer’s liability, property, general liability and employee group health claims in view of the relatively high per-incident deductibles we absorb under our insurance arrangements for these risks. Further, insurance covering the risks we expect to face or in the amounts we desire may not be available in the future or, if available, the premiums may not be commercially justifiable. If we were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, our business, financial condition and results of operations could be negatively impacted.
Tax legislation and administrative initiatives or challenges to our tax positions could adversely affect our results of operations and financial condition.
We operate in locations throughout the U.S. and Canada and, as a particular reporting period.result, we are subject to the tax laws and regulations of U.S. federal, state, local and the Canadian governments. From time to time, various legislative or administrative initiatives may be proposed that could adversely affect our tax positions. In addition, U.S. federal, state, local and foreign tax laws and regulations are extremely complex and subject to varying interpretations. Moreover, economic and political pressures to increase tax revenue in various jurisdictions may make resolving any future tax disputes favorably more difficult. There can be no assurance that our tax positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge. Changes to our tax positions resulting from future tax legislation and administrative initiatives or challenges from taxing authorities could adversely affect our results of operations and financial condition.
Interest Rate Risk
An increase in interest rates would increase interest costs on variable-rate debt and could adversely impact the ability to refinance existing debt.
We currently have identified a $1.13 billion of gross debt outstanding that bears interest at variable rates that reset periodically and are generally based on the Secured Overnight Financing Rate ("SOFR") or Base Rate, as defined in the Credit Agreement. We utilize interest rate swaps to mitigate the interest rate risk, and we have hedged approximately one-half of our gross debt outstanding. However, approximately one-half of our gross debt outstanding is unhedged. If interest rates increase, so will the interest costs, which could adversely affect cash flow and the ability to pay principal and interest on our debt and the ability to make distributions to shareholders. In addition, rising interest rates could limit our ability to refinance existing debt when it matures. An increase in interest rates could also affect our ability to make new investments on favorable terms or at all.
We may increase our debt or raise additional capital in the future, which could affect our financial condition, may decrease our profitability or could dilute our shareholders.
We may increase our debt or raise additional capital in the future, subject to restrictions in our debt agreements. If our cash flow from operations is less than we anticipate, or if our cash requirements are more than we expect, we may require more financing. However, debt or equity financing may not be available on terms acceptable to us, if at all. If we incur additional debt or raise equity through the issuance of preferred stock, the terms of the debt or preferred stock issued may give the holders rights, preferences and privileges senior to those of holders of our common stock, particularly in the event of liquidation. The terms of the debt may also impose additional and more stringent restrictions on our operations than we currently have. If we raise funds through the issuance of additional equity, our shareholders’ ownership in us would be diluted. If we are unable to raise additional capital when needed, it could affect our financial health, which could negatively affect our shareholders.
General Risks Factors
The market price and trading volume of our common stock may be volatile.
The market price of our stock may be influenced by many factors, some of which are beyond our control, including the following:
•the inability to meet the financial estimates of analysts who follow our common stock;
•strategic actions by us or our competitors;
•announcements by us or our competitors of significant contracts, acquisitions, joint marketing relationships, joint ventures or capital commitments;
•variations in our quarterly operating results and those of our competitors;
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•general economic and stock market conditions;
•risks relating to our business and our industry, including those discussed above;
•changes in conditions or trends in our industry, markets or customers;
•cyber-attacks, terrorist acts or armed hostilities;
•future sales of our common stock or other securities;
•repurchases of our outstanding shares;
•material weaknessweaknesses in our internal control over financial reporting which could, if not remediated, adversely affect reporting; and
•investor confidence inperceptions of the investment opportunity associated with our company,Company relative to other investment alternatives.
These broad market and industry factors may materially reduce the valuemarket price of our common stock, and our ability to report our financial condition and results of operations in a timely and accurate manner.
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Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The Company's global headquarters and executive offices are located in leased office space in Fort Worth, Texas. Our majorWe also lease office space in several locations related to our operations facilities. As of February 28, 2023, our office and manufacturing operations facilities defined as those exceeding 20,000 square feet, were as follows as of February 29, 2020:follows:
| Square Footage | Square Footage | |||||||||||||||||||||||||||||||||||||||||||||
| Segment | Location | Facilities | Total | Owned | Leased | Segment | Location | Number of Facilities | Total | Owned | Leased | |||||||||||||||||||||||||||||||||||
| Metal Coatings | United States | 45 | 2,621,188 | 2,223,463 | 397,725 | Metal Coatings | United States | 44 | 3,179,193 | 2,801,118 | 378,075 | |||||||||||||||||||||||||||||||||||
| Canada | 3 | 175,102 | 175,102 | — | Canada | 4 | 193,952 | 186,645 | 7,307 | |||||||||||||||||||||||||||||||||||||
| Energy | United States | 14 | 1,112,586 | 260,381 | 852,205 | |||||||||||||||||||||||||||||||||||||||||
| Canada | 1 | 21,297 | — | 21,297 | ||||||||||||||||||||||||||||||||||||||||||
| Europe | 2 | 84,674 | — | 84,674 | ||||||||||||||||||||||||||||||||||||||||||
| Precoat Metals | Precoat Metals | United States | 14 | 3,443,732 | 2,686,472 | 757,260 | ||||||||||||||||||||||||||||||||||||||||
| Corporate | Corporate | United States | 1 | 46,939 | — | 46,939 | ||||||||||||||||||||||||||||||||||||||||
| Total | 65 | 4,014,847 | 2,658,946 | 1,355,901 | Total | 63 | 6,863,816 | 5,674,235 | 1,189,581 | |||||||||||||||||||||||||||||||||||||
The Company believes that its current facilities are adequate to meet the requirements of its present and foreseeable future operations. See Note 137 to the consolidated financial statements included in Item 8 of this Form 10-K for additional information regarding the Company's lease obligations.
Item 3. Legal Proceedings
The Company and its subsidiaries are named defendants and plaintiffs in various routine lawsuits incidental to our business. These proceedings include labor and employment claims, use of the Company’s intellectual property, worker’s compensation, environmental matters, and various commercial disputes, all arising in the normal course of business. Although theThe outcome of these lawsuits or other proceedings cannot be predicted with certainty, and the amount of any potential liability that could arise with respect to such lawsuits or other matters cannot be predicted at this time,time. However, management, after consultation with legal counsel, believes it has strong defenses to all of these matters and does not expect liabilities, if any, from these claims or proceedings, either individually or in the aggregate, to have a material effect on the Company’s financial position, results of operations or cash flows.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
General
Our common stock, $1.00 par value, (“Common Stock”), is traded on the New York Stock Exchange under the symbol “AZZ”"AZZ". As of April 16, 2020,21, 2023, we had approximately 386334 holders of record of our Common Stock,common stock, not including those shares held in street or nominee name. Item 1211 of this Annual Report on Form 10-K contains certain information related to our equity compensation plans.
Dividend Policy
The payment of dividends on common shares is within the discretion of our Board and is dependent on our earnings, capital requirements, operating and financial condition and other factors. AZZThe Company has paida history of paying dividends on common shares on a quarterly over the last three fiscal years.basis. Dividends paid totaled $17.8$16.9 million, $17.7$16.9 million, and $17.7$17.6 million during fiscal 2020, 2019,2023, 2022, and 2018,2021, respectively. DividendUnder the Company’s credit agreement, the Company may make dividend payments mayin an aggregate amount per annum not to exceed 6.0% of market capitalization, so long as no default or event of default shall have occurred and be restrictedcontinuing or would result therefrom. The Company has the ability to totalmake dividend payments under other provisions of $20.0 million per fiscal year based on covenants with the Company's lenders incredit agreement as well, subject to the event that the Company's leverage ratio (defined as net debt to EBITDA) exceeds 3.0 to 1.0. Currently there are notests and restrictions on dividend payments.outlined therein. Any future dividends payments will be reviewed each quarter and declared by the Board of Directors at its discretion.
Equity Compensation Plans
For information regarding securities authorized for issuance under our equity compensation plans, see Part III, Item 12, "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters."
Purchases of Equity Securities
During fiscal 2023, to prioritize repayments of debt, including Rule 10b-18debt incurred to finance the Precoat Acquisition, the Company did not repurchase shares of common stock under the Exchange Act.2020 Share repurchases may be restricted to total repurchasesAuthorization. During fiscal 2022, the Company repurchased 601,822 shares of $50.0common stock for $30.8 million, or $51.20 per fiscal year based on covenants with the Company's lenders in the event that the Company's leverage ratio exceeds 3.0 to 1.0. Currently there are no restrictions on share repurchases.
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plan | Maximum Number of Shares that May Yet Be Purchased Under the Plan or Programs | |||||||||
| December 1 - 31 | — | — | — | 1,052,800 | |||||||||
| January 1 - 31 | 130,800 | $ | 43.34 | 130,800 | 922,000 | ||||||||
| February 1 - 29 | — | — | — | 922,000 | |||||||||
| Total | 130,800 | $ | 43.34 | 130,800 | 922,000 | ||||||||
We also withhold common stock shares associated with net share settlements to cover employee tax withholding obligations upon the vesting of restricted stock unit awards under our employee equity incentive program. See Note 1013 to the consolidated financial statements included in Item 8 of this Form 10-K for additional information regarding our equity incentive plans.
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Stock Performance Graph
The following graph illustrates the five-year cumulative total return on investments in our Common Stock,common stock, the S&P 1500 Building Products Index for NYSE Stock Market (U.S. Companies) and the S&P Small Cap 600 Index for NYSE Stocks (SIC 5000-5099 US(U.S. Companies). These indices are prepared by Zacks Investment Research, Inc.Alliance Advisors. The Company's Common Stockcommon stock is listed on Thethe New York Stock Exchange and AZZ is operates in two industry segments. The shareholder return shown below is not necessarily indicative of future performance. Total return, as shown, assumes $100 invested on February 28, 2015,2018, in shares of AZZ Common Stockcommon stock and each index, all with cash dividends reinvested. The calculations exclude trading commissions and taxes.
Comparison of Five Year-Cumulative Total Returns
Value of $100 Invested on February 28, 20152018
For Fiscal Year Ended on the Last Day of February
| Symbol | CRSP Total Returns Index for: | 2/15 | 2/16 | 2/17 | 2/18 | 2/19 | 2/20 | |||||||||||||
| AZZ Inc. | 100.00 | 112.53 | 132.14 | 93.32 | 106.66 | 86.86 | ||||||||||||||
| Index for NYSE Stock Market (US Companies) | 100.00 | 90.20 | 113.59 | 126.91 | 133.40 | 135.14 | ||||||||||||||
| Index for NYSE Stocks (SIC 5000-5099 US | 100.00 | 96.77 | 124.24 | 140.12 | 132.77 | 129.24 | ||||||||||||||
| Companies) Wholesale Trade - Durable Goods | ||||||||||||||||||||
| February 28/29, | ||||||||||||||||||||||||||||||||||||||
| 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | |||||||||||||||||||||||||||||||||
| AZZ Inc. | 100.00 | 105.00 | 84.00 | 117.00 | 113.00 | 93.00 | ||||||||||||||||||||||||||||||||
| S&P Composite 1500 Building Products | 100.00 | 97.00 | 104.00 | 152.00 | 170.00 | 171.00 | ||||||||||||||||||||||||||||||||
| S&P Small Cap 600 Index | 100.00 | 104.00 | 94.00 | 136.00 | 140.00 | 133.00 | ||||||||||||||||||||||||||||||||
Notes:
C.If the monthly interval, based on the fiscal year-end, is not a trading day, the preceding trading day is used.
Item 6. Selected Financial Data
Reserved.
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| Fiscal Year | ||||||||||||||||||||
2020 (a) | 2019 (b) | 2018 (c) | 2017 (d) | 2016 (e) | ||||||||||||||||
| (In thousands, except per share amounts) | ||||||||||||||||||||
| Summary of operations: | ||||||||||||||||||||
| Net sales | $ | 1,061,817 | $ | 927,087 | $ | 810,430 | $ | 863,538 | $ | 889,400 | ||||||||||
| Net income | 48,234 | 51,208 | 45,169 | 61,264 | 75,544 | |||||||||||||||
| Earnings per share: | ||||||||||||||||||||
| Basic earnings per common share | 1.84 | 1.97 | 1.74 | 2.36 | 2.93 | |||||||||||||||
| Diluted earnings per common share | 1.84 | 1.96 | 1.73 | 2.35 | 2.91 | |||||||||||||||
| Total assets | 1,073,831 | 1,088,570 | 1,028,209 | 978,354 | 988,201 | |||||||||||||||
| Total debt | 203,000 | 241,000 | 301,286 | 272,290 | 326,982 | |||||||||||||||
| Total liabilities | 439,465 | 484,842 | 463,006 | 445,218 | 503,831 | |||||||||||||||
| Shareholders’ equity | 634,366 | 603,728 | 565,203 | 533,136 | 484,370 | |||||||||||||||
| Working capital | 73,949 | 213,774 | 197,415 | 160,282 | 165,976 | |||||||||||||||
| Cash provided by operating activities | 144,759 | 111,476 | 76,810 | 111,176 | 143,589 | |||||||||||||||
| Capital expenditures | 35,044 | 25,616 | 29,612 | 41,434 | 39,861 | |||||||||||||||
| Depreciation & amortization | 50,194 | 50,245 | 50,526 | 50,357 | 47,417 | |||||||||||||||
| Cash dividend per common share | 0.68 | 0.68 | 0.68 | 0.64 | 0.60 | |||||||||||||||
| Weighted average shares outstanding - basic | 26,191 | 26,038 | 25,970 | 25,965 | 25,800 | |||||||||||||||
| Weighted average shares outstanding - diluted | 26,281 | 26,107 | 26,036 | 26,097 | 25,937 | |||||||||||||||
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion together with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements regarding our business and operations. Our actual results may differ materially from those we currently anticipate as a result of the factors we describe under “Risk Factors”"Risk Factors" and elsewhere in this Annual Report on Form 10-K.
A discussion regarding our financial condition and results of operations as well as our liquidity and capital resources for fiscal year 20192022 compared to fiscal year 20182021 can be found under Item 7 in our Annual Report on Form 10-K for the fiscal year ended February 28, 2019,2022, which is available on the SEC’s website at www.sec.gov and our Investor Relations website at www.azz.com/investor-relations.
Overview
Results of Operations
For the fiscal year ended February 29, 2020,28, 2023, we recorded net sales of $1,061.8$1,323.6 million, compared to prior year’s net sales of $927.1$525.6 million. Of total net sales for fiscal 2020,2023, approximately 47.0%48.1% were generated from the AZZ Metal Coatings segment and approximately 53.0%51.9% of our net sales were generated from the EnergyAZZ Precoat Metals segment. Net income (loss) for fiscal 20202023 was $48.2$(61.2) million, compared to $51.2$84.0 million for fiscal 2019.2022. Net income (loss) as a percentage of net sales was 4.5%(4.6)% for fiscal 20202023 as compared to 5.5%16.0% for fiscal 2019. Earnings2022. Diluted earnings (loss) per share decreasedfrom continuing operations increased by 6.1%17.1%, to $1.84$2.33 per share for fiscal 20202023, compared to $1.96$1.99 per share for fiscal 2019, on a diluted basis.2022.
| Period Ended | Amount | Period Ended | Amount | |||||||||
| Backlog | 2/28/2019 | $ | 332,894 | 2/28/2018 | $ | 265,417 | ||||||
| Net bookings | 972,722 | 988,558 | ||||||||||
| Acquired backlog | — | 6,006 | ||||||||||
| Revenues recognized | (1,061,817 | ) | (927,087 | ) | ||||||||
| Backlog | 2/29/2020 | $ | 243,799 | 2/28/2019 | $ | 332,894 | ||||||
| Book to revenue ratio | 0.92 | 1.07 | ||||||||||
Our total net sales from continuing operations, for fiscal 20202023 increased by $134.7$798.1 million, or 14.5%151.8%, as compared to fiscal 2019.2022.
The following table reflects the breakdown of revenue from continuing operations by segment (in thousands):
| Year Ended February 28, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Sales: | ||||||||||||||
| Metal Coatings | $ | 636,982 | $ | 525,598 | ||||||||||
| Precoat Metals | 686,667 | — | ||||||||||||
| Total sales | $ | 1,323,649 | $ | 525,598 | ||||||||||
| Year Ended | ||||||||
| February 29, 2020 | February 28, 2019 | |||||||
| Net sales: | ||||||||
| Metal Coatings | $ | 498,989 | $ | 440,264 | ||||
| Energy | 562,828 | 486,823 | ||||||
| Total net sales | $ | 1,061,817 | $ | 927,087 | ||||
Sales for our industrial solutions, due primarily to a large international refining project. In addition, we recognized increased revenues related to the Westinghouse bankruptcy settlement noted further below.AZZ Precoat Metals segment, which was acquired on May 13, 2022, were $686.7 million for the current year.
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Operating Income
The following table reflects the breakdown of operating income (loss) from continuing operations by segment (in thousands):
| Year Ended February 28, 2023 | Year Ended February 28, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Metal Coatings | Precoat Metals | Corporate | Total | Metal Coatings | Precoat Metals | Corporate | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) from continuing operations: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sales | $ | 636,982 | $ | 686,667 | $ | — | $ | 1,323,649 | $ | 525,598 | $ | — | $ | — | $ | 525,598 | ||||||||||||||||||||||||||||||||||||||||||||||
| Cost of sales | 462,473 | 565,233 | — | 1,027,706 | 379,445 | — | — | 379,445 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross margin | 174,509 | 121,434 | — | 295,943 | 146,153 | — | — | 146,153 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative | 18,556 | 41,925 | 61,824 | 122,305 | 17,395 | — | 49,539 | 66,934 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total operating income (loss) from continuing operations | $ | 155,953 | $ | 79,509 | $ | (61,824) | $ | 173,638 | $ | 128,758 | $ | — | $ | (49,539) | $ | 79,219 | ||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended | ||||||||
| February 29, 2020 | February 28, 2019 | |||||||
| Operating income (loss): | ||||||||
| Metal Coatings | $ | 107,926 | $ | 83,591 | ||||
| Energy | 32,845 | 31,332 | ||||||
| Corporate | (42,796 | ) | (37,967 | ) | ||||
| Loss on disposal of business | (18,632 | ) | — | |||||
| Total operating income | $ | 79,343 | $ | 76,956 | ||||
Operating income for the AZZ Metal Coatings segment increased $24.3$27.2 million, or 29.1%21.1%, for fiscal 20202023, to $107.9$156.0 million, as compared to $83.6$128.8 million for the prior year. Operating margins were 21.6%remained flat at 24.5% for fiscal 20202023, as compared to 19.0% for fiscal 2019. These increases were primarily attributable to the increased volumes and selling prices described above and a decline in zinc costs. In addition, fiscal 2019 included a charge of $1.3 million for asset impairments, employee severance and other disposal costs related to the consolidation of two galvanizing facilities in the Gulf Coast region of the United States. No such charges were recorded in fiscal 2020.2022.
Operating income for the EnergyAZZ Precoat Metals segment, increased $1.5which was acquired on May 13, 2022, was $79.5 million for fiscal 2020,2023.
Corporate expenses increased $12.3 million, to $32.8$61.8 million for fiscal 2023, compared to $49.5 million for fiscal 2022. The increase is primarily due to increases in acquisition costs related to the Precoat Acquisition, costs related to the AIS joint venture, and increased payroll and employee-related compensation costs related to both of these transactions , partially offset by income earned from a transition services agreement related to the AIS joint venture. See also Note 5 in Item 8.
Interest Expense
Interest expense for fiscal 2023 increased $82.4 million, to $88.8 million, as compared to $31.3$6.4 million forin fiscal 2019. Operating margins for this segment were 5.8% for fiscal 2020 as compared to 6.4% for fiscal 2019.2022. The significant increase in operating income was primarily attributable to increased sales and utilization related to our industrial solutions and, to a lesser extent, due to the increased sales of our electrical products. However, this increase was significantly offset by an impairment charge of $9.2 million for certain intangibles and property, plant and equipment resulting from our decision to exit from the nuclear certified portion of our industrial welding solutions business. This impairment charge had a negative impact on margins as compared to the prior year comparative period.
Equity in Earnings of Unconsolidated Entities
Equity in earnings of unconsolidated subsidiaries of $2.6 million represents our proportionate share of net income or loss from our investment in the consolidated financial statements. As of February 29, 2020, we had gross outstanding debt of $203.0 million compared to $241.0 million atAIS JV. We have a 40% equity interest in the end of fiscal 2019. AZZ's debt to equity ratio was 0.32 to 1 at the end of fiscal 2020 compared to 0.40 to 1 at the end of fiscal 2019.AIS JV.
Other (Income) Expense, Net
For fiscal 2020, we recorded other expense, net of $1.0 million as compared to2023, other income, net ofincreased $1.0 million, into $1.2 million for fiscal 2019. For the current2023 compared to $0.2 million for fiscal year, the2022. The activity for fiscal 2023 consisted primarily of sublease income earned through the Company's sublease agreements in the Precoat Metals segment, as well as foreign currency losses resulting from unfavorable movements in exchange rates. For the prior fiscal year, the activity consisted primarily of adjustments related to a bankruptcy proceeding for a non-trade note receivable that ultimately settled at an amount higher than originally estimated.
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The provision for income taxes reflectedfrom continuing operations was 25.2% for fiscal 2023 compared to 31.8% for fiscal 2022. The decrease in the effective tax rate is the result of higher unfavorable adjustments related to management fees, recorded as a result of continuing operations versus discontinued operations reporting, in the prior year comparable period.
Income from Discontinued Operations, net of tax
Following the AIS JV agreement with Fernweh, the results of our AZZ Infrastructure Solutions segment were classified as discontinued operations in our condensed consolidated statements of operations and excluded from continuing operations for all periods presented. The results of operations from discontinued operations for fiscal 2023 and 2022 consist of the following (in thousands):
| Year Ended February 28, | |||||||||||
| 2023 | 2022 | ||||||||||
| Sales | $ | 256,224 | $ | 377,066 | |||||||
| Cost of sales | 202,707 | 297,996 | |||||||||
| Gross margin | 53,517 | 79,070 | |||||||||
| Selling, general and administrative | 26,186 | 46,747 | |||||||||
| Restructuring and impairment charges | — | (1,797) | |||||||||
| Loss on disposal of discontinued operations | 159,910 | — | |||||||||
| Operating income (loss) from discontinued operations | (132,579) | 34,120 | |||||||||
| Interest expense | 8 | 32 | |||||||||
| Other (income) expense, net | 6,270 | 774 | |||||||||
| Income (loss) from discontinued operations before income tax | (138,857) | 33,314 | |||||||||
| Income tax (benefit) expense | (19,544) | (891) | |||||||||
| Net income (loss) from discontinued operations | $ | (119,313) | $ | 34,205 | |||||||
Sales for the AZZ Infrastructure Solutions segment decreased $120.8 million, or 32.0%, to $256.2 million for fiscal 2023, compared to $377.1 million for fiscal 2022. The decrease is primarily due to the divestiture of our AZZ Infrastructure Solutions segment on September 30, 2022, resulting in the inclusion of seven months of sales for the current year period, compared to a full year for the prior year period.
Operating income (loss) for the AZZ Infrastructure Solutions segment decreased $166.7 million, or 488.6% to a loss of $132.6 million, as compared to income of $34.1 million for the prior year. During fiscal 2023, the Company recognized a pre-tax non-cash loss on disposal of approximately $159.9 million, which included the derecognition of the cumulative translation adjustment related to its investment in foreign entities within the AIS segment, and is included in "Loss on disposal of discontinued operations" above.During the third quarter of fiscal 2023, the Company completed the sale of its 60% majority interest in AIS.
The provision for income taxes from discontinued operations reflects an effective tax rate of 25.7%14.1% for fiscal 2020 and 18.7%year 2023, compared to (2.7)% for fiscal 2019.year 2022. The increase is due primarilymainly attributable to statea book loss with a tax benefit in the current year, compared to book income with a research and development credit in the prior year which more than offset the prior year tax expense. The current year effective tax rate increases, reductionsalso includes the impact of realizable tax credits and non-material corrections to prior period reported amounts. Duringrecognizing deferred taxes on the fourth quarter, at the same time the Company was divestingoutside basis difference of NLI, we identified a tax accounting correction to the NLI purchase accounting stemming from an original earn-out agreement treated differently for tax and book in prior years. The amount was determined to not be material to prior periods, and the tax accounting correction resultedforeign subsidiaries involved in the Company recording a one-time tax expense of $1.9 million at February 29, 2020.
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Liquidity and Capital Resources
We have historically met our cash needs through a combination of cash flows from operating activities along with bank and bond market debt. Our cash requirements are generally for operating activities, cash dividend payments, capital improvements, debt repayment and acquisitions. We believe that our cash position, cash flows from operating activities and our expectation of continuing availability to draw upon our credit facilities are sufficient to meet our cash flow needs for the foreseeable future.future.
Cash Flows
The following table summarizes our cash flows by category for the periods presented (in thousands):
| Twelve Months Ended | ||||||||
| February 29, 2020 | February 28, 2019 | |||||||
| Net cash provided by operating activities | $ | 144,759 | $ | 111,476 | ||||
| Net cash used in investing activities | (71,748 | ) | (32,073 | ) | ||||
| Net cash used in financing activities | (59,739 | ) | (74,812 | ) | ||||
| Year Ended February 28, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Net cash provided by operating activities of continuing operations | $ | 91,430 | $ | 60,598 | ||||||||||
| Net cash used in investing activities of continuing operations | (1,228,921) | (82,143) | ||||||||||||
| Net cash provided by financing activities of continuing operations | 1,027,335 | 912 | ||||||||||||
| Net cash provided by (used in) operating activities from discontinued operations | (21,275) | 25,412 | ||||||||||||
| Net cash used in investing activities from discontinued operations | (1,336) | (4,692) | ||||||||||||
| Net cash provided by financing activities from discontinued operations | 120,000 | — | ||||||||||||
| Working Capital | 230,176 | 236,002 | ||||||||||||
Net cash provided by operating activities of continuing operations for fiscal 20202023 was $144.8$91.4 million, compared to $111.5$60.6 million for fiscal 2019.2022. The increase in cash provided by operating activities for fiscal 2020 as compared to fiscal 20192023 is primarily attributable to an increaseincreases in net income from continuing operations and non-cash charges, related primarily toexpenses, including depreciation and amortization and amortization of debt financing costs, partially offset by the loss on disposalimpact of the nuclear logistic business and other impairment charges, and positive impacts from improvementsdecreases in working capital, resulting from our stronger focus on collectionsprimarily due to changes in accounts payable, accounts receivable, prepaid expenses, contract assets and inventory management.liabilities and other accrued liabilities. Net cash used in operating activities of discontinued operations for fiscal 2023 was $21.3 million, compared to cash provided by operating activities of $25.4 million for fiscal 2022.
Net cash used in investing activities of continuing operations for fiscal 20202023 was $71.7$1,228.9 million, as compared to $32.1$82.1 million for fiscal 2019.2022. The increase in cash used during fiscal 20202023 was primarily attributable to increased acquisition activity and higher capital expenditures, partially offset from the net proceeds received fromPrecoat Acquisition completed in the divestiturefirst quarter of the nuclear logistics business. The breakdown of capital spending by segment for fiscal 2020, 2019 and 2018 can be found in Note 12 to the Consolidated Financial Statements.
2023. Net cash used in financinginvesting activities of discontinued operations for fiscal 20202023 was $59.7$1.3 million, compared to $74.8$4.7 million for fiscal 2019.2022.
Net cash provided by financing activities of continuing operations for fiscal 2023 was $1,027.3 million, compared to $0.9 million for fiscal 2022. The decreaseincrease in cash used forprovided by financing activities during fiscal 20202023 was primarily attributable to lower net borrowings and wasan increase in proceeds from long-term debt, as well as a decrease in repurchases of Company common stock, partially offset by increased treasury share activity.an increase in net payments for long-term debt and payments of debt financing costs. Net cash provided by financing activities of discontinued operations for fiscal 2023 was $120.0 million, compared to zero for fiscal 2022.
See "Financing and Capital" sections below for additional information.
Financing and Capital
On March 27, 2013,July 8, 2021, the Company entered into a five-year unsecured revolving credit facility under a credit agreement, by and among the Company, borrower, Citibank, N.A., as administrative agent and the other agents and lender parties thereto (the “Credit Agreement”"2021 Credit Agreement") with Bank of America and other lenders.. The 2021 Credit Agreement was scheduled to mature in July 2026 and included the following significant terms;
i.provided for a $75.0 million term facility and a $225.0 millionsenior unsecured revolving credit facility that included a $75.0 million “accordion” feature. The Credit Agreement is used to provide for working capital needs, capital improvements, dividends, future acquisitions and letter of credit needs.
ii.interest rate margin ranges from 87.5 bps to 175 bps for Eurodollar Rate loans, and from 0.0 bps to 75 bps for Base Rate loans, depending on leverage ratio of the Company and its consolidated subsidiaries as a $75group,
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iii.included a letter of credit sub-facility up to $85.0 million sublimit for the issuance of standby and commercial letters of credit, (iv) including
iv.included a $30$50.0 million sublimit for swing line loans, (v) restricting indebtedness
v.included customary representations and warranties, affirmative covenants and negative covenants, and events of default, including restrictions on incurrence of non-ordinary course debt, investment and dividends, subject to various exceptions, carve-outs and baskets, and
vi.included a maximum leverage ratio financial covenant and an interest coverage ratio financial covenant, each were tested at quarter end.
On May 13, 2022, the 2021 Credit Agreement was repaid with proceeds from the 2022 Credit Agreement, which is described below.
2020 Senior Notes
On October 9, 2020, the Company completed a private placement transaction and entered into a Note Purchase Agreement, whereby the Company agreed to borrow $150.0 million of senior unsecured notes (the "2020 Senior Notes"), consisting of two separate tranches:
•7-year borrowing: $70.0 million priced at 2.77% coupon; and
•12-year borrowing: $80.0 million priced at 3.17% coupon.
The $80.0 million tranche was funded on December 17, 2020. The $70.0 million tranche was funded in January 2021. The Company used the proceeds to repay the existing $125.0 million 5.42% Senior Notes that matured on January 20, 2021, as well as for general corporate purposes. Interest on the 2020 Senior Notes was paid semi-annually. In connection with the 2020 Senior Notes, the Company incurred in respectdebt issuance costs of capital leases, synthetic lease obligationsapproximately $0.6 million. These costs were allocated between the two tranches and purchase money obligations not to exceed $20 million, (vi) restricting investments in any foreign subsidiaries not to exceed $50 millionwere amortized over periods of seven and 12 years.
On May 13, 2022, the 2020 Senior Notes were repaid with proceeds from the 2022 Credit Agreement, which is described below.
2022 Credit Agreement and Term Loan B
On May 13, 2022, the Company replaced the 2021 Credit Agreement with a new Credit Agreement (the "2022 Credit Agreement") by and among the Company, borrower, Citibank, N.A., as administrative and collateral agent, and the other agents and lender parties thereto the 2022 Credit Agreement. The 2022 Credit Agreement includes the following significant terms;
i.provides for a senior secured initial term loan in the aggregate principal amount of $1.3 billion (the "Term Loan B"), due May 13, 2029, which is secured by substantially all of the assets of the Company;
ii.provides for a maximum senior secured revolving credit facility in the aggregate principal amount of $400.0 million (the "Revolving Credit Facility"), due May 13, 2027;
iii.includes a letter of credit sub-facility of up to $100.0 million, which is part of, and (vii) including various financialnot in addition to, the Revolving Credit Facility;
iv.borrowings under the Term Loan B and the Revolving Credit Facility each bear an interest rate of Secured Overnight Financing Rate ("SOFR") plus 4.25%;
v.includes customary affirmative and negative covenants, and certain restricted payments relating to dividends and share repurchases as specifically set forth in the 2017 Credit Agreement. The balance dueevents of default; including restrictions on the $75.0 million term facility under the previous Credit Agreement was paid in full asincurrence of non-ordinary course debt, investment and dividends, subject to various exceptions, and;
vi.includes a result of the execution of the 2017 Credit Agreement.maximum quarterly leverage ratio financial covenant with reporting requirements at each quarter-end;
The financial covenants, as defined inCompany utilizes proceeds from the 2017Revolving Credit Agreement, require the Company to maintain on a consolidated basis a Leverage Ratio not to exceed 3.25:1.0 and an Interest Coverage Ratio of at least 3.00:1.0. The 2017 Credit Agreement will be usedFacility primarily to finance working capital needs, capital improvements, dividends, future acquisitions letterand for general corporate purposes. The proceeds of credit needsthe Term Loan B were used to finance a portion of the Precoat Acquisition, pay transaction-related costs owed under the Securities Purchase Agreement (defined below) and potential share repurchases.
As defined in the credit agreement, quarterly prepayments will be made against the outstanding principal of the Term Loan B and are basedpayable on eitherthe last business day of each May, August, November and February, beginning August 31, 2022, in a Eurodollar Rate orquarterly aggregate principal amount of $3.25 million, with the entire remaining principal amount due on May 13, 2029, the maturity date. Additional prepayments made against the Term Loan B contribute to these required quarterly payments. On September 30, 2022, $240.0 million was applied to the Term Loan B in connection with the sale of AIS. As a Base Rate plusresult of this
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prepayment, the quarterly mandatory principal payment requirement has been met, and the quarterly payments of $3.25 million are no longer required.
The effective interest rate for the Revolving Credit Facility and the Term Loan B was 8.81% at February 28, 2023.
The Company's credit agreement requires the Company to maintain a margin ranging from 0.875% to 1.875% depending on ourmaximum Total Net Leverage Ratio (as defined in the 2017 Credit Agreement).loan agreement) no greater than 6.25 through November 2022. For each subsequent quarter, the maximum ratio decreases by 25 basis points through May 31, 2024, when the maximum Total Net Leverage Ratio reaches 4.5. The Eurodollar Rate is defined as LIBOR for a term equivalent to the borrowing term (or other similar interbank rates if LIBOR is unavailable). The Base Rate is defined as the highest of the applicable Fed Funds rate plus 0.50%, the Prime rate, or the Eurodollar Rate plus 1.0% at the time of borrowing. The 2017 Credit Agreement also carries a Commitment Fee for the unfunded portion ranging from 0.175% to 0.30% per annum, depending on our Leverage Ratio. The effective interest rate was 4.06%leverage ratio as of February 29, 2020.28, 2023 was 5.75.
Convertible Subordinated Notes
On May 13, 2022, the Company completed the issuance of $240.0 million aggregate principal amount of 6.00% convertible subordinated notes due June 30, 2030 (the "Convertible Notes") pursuant to the Securities Purchase Agreement (the "Securities Purchase Agreement") with BTO Pegasus Holdings DE L.P., a Delaware limited partnership (together with its assignees, "Blackstone"), an investment vehicle of funds affiliated with Blackstone Inc. Interest on the Convertible Notes was payable on June 30 and December 31. The Convertible Notes were exchanged for 240,000 shares of the Company's 6.0% Series A Convertible Preferred Stock on August 5, 2022, following the receipt of shareholder approval for the issuance of preferred shares. See Note 10 for a description of the Series A Convertible Preferred Stock.
The Company used the proceeds of the Convertible Notes, along with the Term Loan B, to fund the Company’s Precoat Acquisition.
Letters of Credit
As of February 28, 2023, we had total outstanding letters of credit in the amount of $16.7 million. These letters of credit are issued for a number of reasons, but are most commonly issued in lieu of customer retention withholding payments covering warranty, performance periods and insurance collateral.
Interest Rate Swap
We manage our exposure to fluctuations in interest rates using a mix of fixed and variable-rate debt. We utilize fixed-rate interest rate swap agreements to change the variable interest rate to a fixed rate on a portion of our variable-rate debt.
On September 27, 2022, the Company entered into a fixed-rate interest rate swap agreement with banks that are parties to the 2022 Credit Agreement. On October 7, 2022, the agreement was amended to change the SOFR-based component of the interest rate on a portion of our variable-rate debt to a fixed rate of 4.277%, resulting in a total fixed rate of 8.627% (the "2022 Swap"). The 2022 Swap had an initial notional amount of $550.0 million and a maturity date of September 30, 2025. The notional amount of the interest rate swap decreases by a pro-rata portion of any quarterly principal payments made on the Term Loan B. The objective of the 2022 Swap is to eliminate the variability of cash flows in interest payments attributable to changes in benchmark one-month SOFR interest rates, for approximately one-half of the total amount of our variable-rate debt. The hedged risk is the interest rate risk exposure to changes in interest payments, attributable to changes in benchmark one-month SOFR interest rates over the interest rate swap term. The changes in cash flows of the interest rate swap are expected to exactly offset changes in cash flows of the variable-rate debt. We designated the 2022 Swap as a cash flow hedge at inception. Cash settlements, in the form of cash payments or cash receipts, of the 2022 Swap are recognized in interest expense.
AZZ Infrastructure Solutions (AIS) Joint Venture
On September 30, 2022, the Company completed the joint venture between the Company and Fernweh Group LLC ("Fernweh"). Under the agreement with Fernweh, AZZ contributed its AZZ Infrastructure Solutions segment ("AIS") to AIS Investment Holdings LLC (the "AIS JV"), and sold a 60% interest in the AIS JV to Fernweh at an implied enterprise value of AIS of $300.0 million. The AIS JV operates under the name "Avail Infrastructure Solutions" ("AVAIL"). The Company received proceeds from the sale of approximately $108.0 million, as well as $120.0 million that was funded by committed debt financing taken on by the AVAIL joint venture immediately prior to the closing of the divestiture of AZZ’s controlling interest. As a result of the transaction, AIS is deconsolidated and the Company's retained 40% interest in the AVAIL joint venture is accounted for under the equity method of accounting. See Note 6 of Item 8 for further information about the AIS segment. The Company used the cash received from the transaction to repay $210.0 million on the Term Loan B, $15.0 million on the Revolving Credit Facility and $3.0 million for working capital purposes.
Other
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As of February 29, 2020,28, 2023, we had $78.0$1,125.3 million of floating- and fixed-rate notes outstanding debt againstwith varying maturities through fiscal 2029 and we were in compliance with all of the revolving credit facility and letterscovenants related to these outstanding borrowings. As of credit outstanding in the amount of $14.4 million, which leftFebruary 28, 2023, we had approximately $357.6$288.5 million of additional credit available underfor future draws or letters of credit.
During the 2017 Credit Agreement.
The Company's debt agreements require the Company issued $125.0 million aggregate principal amount of its 5.42% unsecured Senior Notes (the “2011 Notes”), through a private placement (the “2011 Note Offering”). Amounts under the agreement are due in a balloon payment on the January 2021 maturity date. Pursuant to the 2011 Agreement, the Company's payment obligations with respect to the 2011 Notes may be accelerated undermaintain certain circumstances.
ratios. As of February 29, 2020, the 2011 Senior Notes are reflected in current liabilities as the maturity date is January 2021. The Company has the ability and intent to fully settle these notes on the maturity date through a combination of additional borrowings that are available under the 2017 Credit Agreement, existing cash and cash equivalent balances and through cash generated from ongoing operations.
Share Repurchase Program
During fiscal 2023, to prioritize repayments of debt, including Rule 10b-18debt incurred to finance the Precoat Acquisition, the Company did not repurchase shares of common stock under the Exchange Act.2020 Share Authorization. During the twelve months ended February 29, 2020,fiscal 2022, the Company repurchased 130,800601,822 shares of common stock for $5.8$30.8 million, at an average price of $44.34or $51.20 per share.
Other Exposures
We have exposure to commodity price increases in bothour operating segments, of our business, primarily copper, aluminum, steel and nickel based alloys in the Energy segment and zinc, and natural gas in the AZZ Metal Coatings segment, and natural gas, steel and aluminum in the AZZ Precoat Metals segment. We attempt to minimize these increases through escalation clauses in customer contracts for copper, aluminum, steel and nickel based alloys, when market conditions allow and through fixed cost contract purchases on zinc.zinc and natural gas. In addition to these measures, we attempt to recover other cost increases through improvements to our manufacturing process, supply chain management, and through increases in prices where competitively feasible. We have indirect exposure to copper, aluminum, steel and nickel-based alloys in the AZZ Infrastructure Solutions segment through our 40% investment in the AIS JV.
Off Balance Sheet Arrangements and Contractual Commitments
As of February 29, 2020,28, 2023, the Company did not have any off-balance sheet arrangements as defined under SEC rules. Specifically, there were no off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons that have, or may have, a material effect on the financial condition, changes in financial condition, revenuessales or expenses, results of operations, liquidity, capital expenditures or capital resources of the Company.
| Operating Leases | Purchase Commitments (1) | Debt | Interest (2) | Total | ||||||||||||||||
| Fiscal year: | ||||||||||||||||||||
| 2021 | $ | 8,311 | $ | 43,200 | $ | 125,000 | $ | 10,035 | $ | 186,546 | ||||||||||
| 2022 | 7,990 | — | — | 3,260 | 11,250 | |||||||||||||||
| 2023 | 7,505 | — | 78,000 | 421 | 85,926 | |||||||||||||||
| 2024 | 6,687 | — | — | — | 6,687 | |||||||||||||||
| 2025 | 5,755 | — | — | — | 5,755 | |||||||||||||||
| Thereafter | 17,494 | — | — | — | 17,494 | |||||||||||||||
| Total | $ | 53,742 | $ | 43,200 | $ | 203,000 | $ | 13,716 | $ | 313,658 | ||||||||||
Critical Accounting Policies and Estimates
The preparation of the consolidated financial statements requires us to make estimates that affect the reported value of assets, liabilities, revenuessales and expenses. Our estimates are based on historical experience and various other factors that we believe are reasonable under the circumstances and form the basis for our conclusions. We continually evaluate the information used to make these estimates. With the global economic contraction and uncertainty caused by the COVID-19 pandemic, certain of our accounting estimates, particularly estimates involving prospective financial information, may change as business and economic conditions change. Such changes, if they were to occur, could be material to the Company’s financial statements. Accounting policies and estimates considered most critical are allowances for doubtful accounts, accruals for contingent liabilities, revenue recognition, impairment of long-lived assets, identifiable intangible assets and goodwill, including purchase accounting, accounting for income taxes and stock-based compensation expense. Actual results may differ from these estimates under different assumptions or conditions. The development and selection of thefollowing accounting policies involve critical accounting policiesestimates because they are dependent on our judgement and the related disclosures below have been reviewed with the Audit Committee of the Board of Directors. More information regarding significant accounting policies can be found in Note 1 to the Consolidated Financial Statements.assumptions about matters that are inherently uncertain.
Allowance for Doubtful AccountsCredit Losses
The carrying value of our accounts receivable is continuallyperiodically evaluated based on the likelihood of collection. An allowance is maintained for estimated credit losses resulting from our customers’ inability to make requiredcontracted payments. The allowance is determined by historical experience of uncollected accounts, the level of past due accounts, overall level of outstanding accounts receivable, information about specific customers with respect to their inability to make payments and future expectations of conditions that might impact the collectibilitycollectability of accounts receivable. If the financial condition of our
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customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances could be required.
Impairment of Long-Lived Assets, Identifiable Intangible Assets and Goodwill
An entity may first assess qualitative factors to determine if a quantitative impairment test is necessary. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more-likely-than-not that goodwill's fair value is less than the carrying amountsamount. If no impairment indicators are present, we may first perform a qualitative assessment of those assets. In those situations,goodwill to determine whether a quantitative assessment is necessary. If we perform a quantitative assessment for our annual goodwill impairment losses on long-lived assetstest, then we use the income approach. The income approach uses future cash flows and estimated terminal values for our reporting units that are measured based ondiscounted using a market participant perspective to determine the excessfair value of the reporting unit, which is then compared to the carrying amount over the asset’s fair value generally determined based uponof that reporting unit to determine if there is impairment. The income approach includes assumptions about revenue growth rates, operating margins and terminal growth rates, discounted estimatesby an estimated weighted-average cost of future cash flows.capital derived from other publicly-traded companies that are similar but not identical from an operational and economic standpoint. A significant change in events, circumstances or projected cash flowsany of these assumptions could result in an impairment of long-lived assets, including identifiable intangible assets. An annual impairment test of goodwill is performed in the fourth quarter of each fiscal year. The test is calculated using the anticipated future cash flows after tax from our operating segments. Based on the present value of the future cash flows, we will determine whether an impairment may exist. A significant change in projected cash flows or cost of capital for future years could result in an impairment of goodwill in future years. Variables impacting future cash flows include, but are not limited to, the level of customer demand for and response to products and services we offer to the power generation market, the electrical transmission and distribution markets, the general industrial market and the hot diphot-dip galvanizing market, changes in economic conditions of these various markets, changes in costs of raw material and natural gas, costs and the availability of experienced labor and management to implement our growth strategies. During fiscal 2020, 2019
Joint Venture
On September 30, 2022, the Company completed the joint venture between the Company and 2018, our testing concluded that noneFernweh Group LLC ("Fernweh"). Under the agreement with Fernweh, AZZ contributed its AZZ Infrastructure Solutions segment ("AIS") to AIS Investment Holdings LLC (the "AIS JV"), and sold a 60% interest in the AIS JV to Fernweh at an implied enterprise value of our goodwillAIS of $300.0 million. Following the classification of the AIS segment as held for sale, the Company measured the AIS segment at the lower of its carrying amount or fair value. As a result, the Company recorded a loss on the sale of the AIS segment. The loss was impaired. See note 8determined by comparing the fair value of the consideration received for the sale of a 60% interest in the AIS JV and the fair value of the Company’s retained 40% investment in the AIS JV with the net assets of the AIS JV immediately prior to the consolidated financial statements for information abouttransaction. The fair value of the goodwill write-off related to the divestiture of our nuclear logistics business and note 5 to the consolidated financial statements regarding our impairment charges.
The Company accounts for its investment in a joint venture under the equity method of accounting, as we exercise significant influence over, but do not control the joint venture. Investments in unconsolidated joint ventures are usinginitially recorded at fair value, and subsequently increased or decreased for allocations of net income and changes in cumulative translation adjustments. Equity in net income (loss) from the AIS JV is allocated based on our current 40% economic interest. We record our interest in the joint venture on a one-month lag to manageallow sufficient time to review and assess the underlying businesses. Deferred tax assetsjoint venture’s effect on our reported results. We assess our investment in unconsolidated joint venture for recoverability when events and circumstances are reduced bypresent that suggest there has been a valuation allowancedecline in value, and if it is more likely than notdetermined that some portion or alla loss in value of the deferred tax asset will notinvestment is other than temporary, we write down the investment to its fair value.
Business Combinations
Assets acquired and liabilities assumed as part of a business acquisition are generally recorded at their fair value at the date of acquisition. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of identifiable assets, particularly intangibles, and liabilities acquired also requires management to utilize assumptions and estimates, which are based upon available information that may be realized.subject to further refinement over the purchase accounting period of one year.
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Interest Rate Swap
The calculationCompany is exposed to interest rate risk on its floating-rate debt. On September 27, 2022, the Company entered into an interest rate swap agreement to effectively convert a portion of our tax liabilities involves dealing with uncertainties inits floating-rate debt to a fixed-rate basis. The principal objective of this contract is to reduce the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations. Generally accepted accounting principles in the United States of America ("GAAP") states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basisvariability of the technical merits. We may (1) record unrecognized tax benefits as liabilitiescash flows in interest payments associated with the Company’s floating-rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. The Company has elected to apply the hedge accounting rules in accordance with GAAP and (2) adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of someauthoritative guidance for certain of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expensecontracts. Changes in the period in which new information is available.
Recent Accounting Pronouncements
See Part II, Item 8. Consolidated Financial Statements and Supplementary Data, Note 1, Summary of Significant Account Policies, of the Notes to the Consolidated Financial Statementsconsolidated financial statements of this Annual Report on Form 10-K, for a full description of recent accounting pronouncements, including the actual and expected dates of adoption and estimated effects on our consolidated results of operations and financial condition, which is incorporated herein by reference.
Non-GAAP Disclosure
In addition to reporting financial results in accordance with Generally Accepted Accounting Principles in the United States ("GAAP"), we provided adjusted earnings and adjusted earnings per share, (collectively, the "Adjusted Earnings Measures"), which are non-GAAP measures. Management believes that the presentation of these measures provides investors with greater transparency when comparing operating results across a broad spectrum of companies, which provides a more complete understanding of our financial performance, competitive position and prospects for future capital investment and debt reduction. Management also believes that investors regularly rely on non-GAAP financial measures, such as adjusted earnings and adjusted earnings per share, to assess operating performance and that such measures may highlight trends in our business that may not otherwise be apparent when relying on financial measures calculated in accordance with GAAP.
Management also provides Adjusted EBITDA, which is a non-GAAP measure. Management defines Adjusted EBITDA as earnings excluding depreciation, amortization, interest, provision for income taxes and acquisition and transaction related expenses. Management believes Adjusted EBITDA is used by investors to analyze operating performance and evaluate the Company's ability to incur and service debt and its capacity for making capital expenditures in the future. Adjusted EBITDA is also useful to investors to help assess the Company's estimated enterprise value. In addition, management believes that the adjustments shown below are useful to investors in order to allow them to compare the Company's financial results during the periods shown without the effect of each of these adjustments.
Management provides non-GAAP financial measures for informational purposes and to enhance understanding of the Company’s GAAP consolidated financial statements. Readers should consider these measures in addition to, but not instead of or superior to, the Company's financial statements prepared in accordance with GAAP. These non-GAAP financial measures may be determined or calculated differently by other companies, limiting the usefulness of those measures for comparative purposes.
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The following tables provides a reconciliation for the years ended February 28, 2023 and February 28, 2022 between the various measures calculated in accordance with GAAP to the Adjusted Earnings Measures (dollars in thousands, except per share data):
Adjusted Earnings and Adjusted Earnings Per Share from Continuing Operations
| Year Ended February 28, | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| Amount | Per Diluted Share(1) | Amount | Per Diluted Share(1) | ||||||||||||||||||||||||||||||||
| Net income from continuing operations | $ | 66,339 | 49,817 | ||||||||||||||||||||||||||||||||
| Less: Series A Preferred Stock dividends | (8,240) | — | |||||||||||||||||||||||||||||||||
| Net income (loss) from continuing operations available to common shareholders | 58,099 | $ | 2.33 | 49,817 | $ | 1.99 | |||||||||||||||||||||||||||||
| Net income available to common shareholders and diluted earnings per share from continuing operations | $ | 58,099 | $ | 49,817 | |||||||||||||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||
Acquisition and transaction-related expenditures(2) | 15,320 | 0.61 | 1,554 | 0.06 | |||||||||||||||||||||||||||||||
| Amortization of intangible assets | 22,613 | 0.91 | 6,658 | 0.27 | |||||||||||||||||||||||||||||||
| Subtotal | 37,933 | 1.52 | 8,212 | 0.33 | |||||||||||||||||||||||||||||||
Tax impact(3) | (9,104) | (0.36) | (1,881) | (0.08) | |||||||||||||||||||||||||||||||
| Total adjustments | 28,829 | 1.15 | 6,331 | 0.25 | |||||||||||||||||||||||||||||||
| Adjusted earnings and adjusted earnings per share from continuing operations | $ | 86,928 | $ | 3.48 | $ | 56,148 | $ | 2.24 | |||||||||||||||||||||||||||
(1) Earnings per share amounts included in the table above may not sum due to rounding differences.
(2) Includes Corporate expenses related to the Precoat Metals acquisition, as well as the divestiture of AZZ Infrastructure Solutions business into the AIS JV.
(3) The non-GAAP effective tax rates for fiscal 2023 and 2022 were 24.0% and 22.9%, respectively.
Adjusted EBITDA from Continuing Operations
| Year Ended February 28, | |||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| Net income from continuing operations | $ | 66,339 | $ | 49,817 | |||||||||||||
| Interest expense | 88,800 | 6,363 | |||||||||||||||
| Income tax expense | 22,336 | 23,214 | |||||||||||||||
| Depreciation and amortization | 74,590 | 32,081 | |||||||||||||||
| Acquisition and transaction-related expenditures | 15,320 | 1,554 | |||||||||||||||
| Adjusted EBITDA from continuing operations | $ | 267,385 | $ | 113,029 | |||||||||||||
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Adjusted EBITDA by Segment
| Year Ended February 28, | |||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| Metal Coatings | |||||||||||||||||
| Operating income | $ | 155,954 | $ | 128,758 | |||||||||||||
| Depreciation and amortization expense | 32,955 | 30,453 | |||||||||||||||
| Adjusted EBITDA | $ | 188,909 | $ | 159,211 | |||||||||||||
| Precoat Metals | |||||||||||||||||
| Operating income | $ | 79,509 | $ | — | |||||||||||||
| Depreciation and amortization expense | 40,199 | — | |||||||||||||||
| Adjusted EBITDA | $ | 119,708 | $ | — | |||||||||||||
| Corporate | |||||||||||||||||
| Operating income | $ | (61,825) | $ | (49,539) | |||||||||||||
| Consolidated operating income | $ | 173,638 | $ | 79,219 | |||||||||||||
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk from changes in commodity prices, interest rates and foreign currency exchange rates. As of February 29, 2020, we didWe use derivative instruments principally to reduce our exposure to market risks from changes in foreign currency exchange rates and interest rates. We do not enter into or hold any derivative financial instruments.instruments for speculative or trading purposes.
Commodity Prices
In our Energy segment, we have exposure to commodity price changes for copper, aluminum, steel and nickel based alloys. Increases in price for these items are normally managed through escalation clauses in our customers' contracts, although during difficult market conditions customers' may resist these escalation clauses. In addition, we attempt to enter into firm pricing contracts with our vendors on material at the time we receive orders from our customers to minimize risk.
Interest Rates
We had $78.0 million in$1.125 billion of gross variable-rate debt outstanding at February 29, 202028, 2023 under our revolving credit facility. Because 100%facility and Term Loan B. We manage our exposure to fluctuations in interest rates using a mix of this debt hasfixed and variable-rate debt. We utilize fixed-rate interest rate swap agreements to change the variable interest rate to a fixed rate on a portion of our variable-rate debt. We have entered into an interest rate swap to eliminate the variability of cash flows in interest payments attributable to changes in benchmark one-month SOFR interest rates, wefor approximately one-half of the total amount of our variable-rate debt. The interest rate swap is designated as a cash flow hedge. We are subject to future interest rate fluctuations in relation to thesefor the unhedged portion of our borrowings, which could potentially have a negative impact on our results of operations, financial position or cash flows.
Foreign Exchange Rates
The Company’s foreign exchange exposures result primarily from inter-companyintercompany balances, sale of products in foreign currencies, foreign currency denominated purchases, employee-related and other costs of running operations in foreign countries. As of February 29, 2020,28, 2023, the Company had exposure to foreign currency exchange rates related to our operations in Canada, China, Brazil, Poland, and the Netherlands.Canada.
Sensitivity Analysis
The Company had $578.0 million of borrowings under a variable interest rate at the end of February 28, 2023. We estimate that a hypothetical increase of 1% in interest rates would have increased interest expense by $5.8 million during fiscal 2023. We do not believe that a hypothetical change of 10% of the interest rate or currency exchange rate that are currently in effect or a change of 10% of commodity prices would have a significant adverse effect on our results of operations, financial position, or cash flows, as long as we are able to pass along the increases in commodity prices to our customers.
However, there can be no assurance that either interest rates, exchange rates or commodity prices will not change in excess of the 10% hypothetical amount or that we would be able to pass along rising costs of commodity prices to our customers, and such hypothetical change, if it occurred, could have an adverse effect on our results of operations, financial position, and cash flows.
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Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements and Schedules
| Page | ||||||||
| 1. | Consolidated Financial Statements | |||||||
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Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
AZZ, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheetsheets of AZZ Inc. (a Texas corporation) and subsidiaries (the “Company”) as of February 29, 2020,28, 2023, and 2022, the related consolidated statements of income,operations, comprehensive income shareholders’(loss), changes in shareholders equity, and cash flows for each of the yearthree years in the period ended February 29, 2020,28, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 29, 2020,28, 2023, and 2022, and the results of its operations and its cash flows for each of the yearthree years in the period ended February 29, 2020,28, 2023, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of February 29, 2020,December 31, 2022, based on criteria established in the 2013 Internal Control-IntegratedControl—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated April 29, 202025, 2023, expressed an adverseunqualified opinion.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit.audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our auditaudits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our auditaudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our auditaudits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit providesaudits provide a reasonable basis for our opinion.
Critical audit mattersmatter
The critical audit mattersmatter communicated below are mattersis a matter arising from the current period audit of the financial statements that werewas communicated or required to be communicated to the audit committee and that: (1) relaterelates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit mattersmatter below, providing a separate opinionsopinion on the critical audit mattersmatter or on the accounts or disclosures to which they relate.it relates.
Intangible assets acquired with the Precoat Metals acquisition
As described further in Note 1,5 to the consolidated financial statements, on May 13, 2022, the Company recognizes revenue upon transfercompleted its acquisition of control of promised goods or services to customersthe Precoat Metals business division (“Precoat Metals”). The assets acquired and liabilities assumed in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The amount and timing of revenue recognition varies basedbusiness combination were measured at estimated fair values on the natureacquisition date. A total of $446.0 million was recorded for the fair value of acquired customer relationships, tradename and technology (collectively “intangible assets”). Determining the fair value of acquired intangible assets requires management to make judgments regarding what valuation models are appropriate in the circumstance and what inputs and assumptions to use in those valuation models to determine an estimate of the goods or services providedfair value of acquired intangible assets. Changes in key inputs and assumptions could materially affect the terms and conditionsdetermination of the Company’s contracts with customers.fair value of the acquired intangible assets. The Company enters into contracts with energy customers which generally specifyutilized a third-party valuation firm to assist management in estimating the deliveryfair value of what constitutes a single performance obligationacquired intangible assets for the purpose of either custom built products, custom services, or off-the shelf products. Management determines, based onrecording the provisions of the customer contracts, whether revenuebusiness combination.
The principal considerations for a particular project should be recorded upon delivery of the product or service or whether a portion of the total expected contract revenue should be recognized over time as work progresses. This requires a detailed evaluation of each material contract. We determined that revenue recognition pertaining to energy customer contracts is a critical audit matter.
35
Our audit procedures related to the accounting for income taxesestimated fair value assigned to acquired intangible assets included the following:following, among others.
•We tested the design and operating effectiveness of internalrelevant controls over the accounting for income taxes. Duerelating to the ineffective control environment, as noted above, we increased the naturemanagement’s preparation and extent of our substantive testing.
•We assessed the reasonableness of the forecasted cash flows by comparing the forecasted cash flows with historical results.
•With the assistance of a valuation specialist, we evaluated the appropriateness of the valuation models used to estimate the value of acquired intangible assets and conclusions regarding uncertain tax positions.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2020.2019.
Dallas, Texas
April 29, 2020
36
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
AZZ Inc.
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of AZZ Inc. (a Texas corporation) and subsidiaries (the “Company”) as of February 29, 2020,28, 2023, based on criteria established in the 2013 Internal Control-IntegratedControl—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, because of the effect of the material weakness described in the following paragraph on the achievement of the objectives of the control criteria, the Company has not maintained, in all material respects, effective internal control over financial reporting as of February 29, 2020,28, 2023, based on criteria established in the 2013 Internal Control-IntegratedControl—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended February 29, 2020. The material weakness identified above was considered in determining the nature, timing,28, 2023, and extent of audit tests applied in our audit of the consolidated financial statements for the fiscal year ended February 29, 2020, and this report does not affect our report dated April 29, 2020 which25, 2023 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Item 9A, Management’s Annual Report on Internal Controls Over Financial Reporting”Reporting (“Management’s Report”). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting related toof the businesses of K2 Partners, Inc., NuZinc, LLC, or Preferred Industries, Ltd. As disclosed in Note 15, these businesses were acquired by the Company during the year ended February 29, 2020, andPrecoat Metals business division (“Precoat Metals”) whose financial statements reflect total assets and revenues were approximately 6.9constituting 67.0 and 2.651.9 percent, respectively, of the Company’s related consolidated financial statement amounts as of and for the year ended February 29, 2020.28, 2023. As indicated in Management’s Report, Precoat Metals was acquired during 2022. Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of the acquired businesses.Precoat Metals.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Dallas, Texas
April 29, 202025, 2023
37
| Year Ended | ||||||||||||
| February 29, 2020 | February 28, 2019 | February 28, 2018 | ||||||||||
| Net sales | $ | 1,061,817 | $ | 927,087 | $ | 810,430 | ||||||
| Cost of sales | 824,589 | 728,466 | 650,121 | |||||||||
| Gross profit | 237,228 | 198,621 | 160,309 | |||||||||
| Selling, general and administrative | 139,253 | 121,665 | 112,061 | |||||||||
| Loss on disposal of business | 18,632 | — | — | |||||||||
| Operating income | 79,343 | 76,956 | 48,248 | |||||||||
| Interest expense | 13,463 | 14,971 | 13,860 | |||||||||
| Other expense (income), net | 990 | (1,020 | ) | 3,489 | ||||||||
| Income before income taxes | 64,890 | 63,005 | 30,899 | |||||||||
| Income tax expense (benefit) | 16,656 | 11,797 | (14,270 | ) | ||||||||
| Net income | $ | 48,234 | $ | 51,208 | $ | 45,169 | ||||||
| Earnings per common share | ||||||||||||
| Basic earnings per share | $ | 1.84 | $ | 1.97 | $ | 1.74 | ||||||
| Diluted earnings per share | $ | 1.84 | $ | 1.96 | $ | 1.73 | ||||||
| Weighted average shares outstanding | ||||||||||||
| Basic | 26,191 | 26,038 | 25,970 | |||||||||
| Diluted | 26,281 | 26,107 | 26,036 | |||||||||
| Cash dividends declared per common share | $ | 0.68 | $ | 0.68 | $ | 0.68 | ||||||
| Year Ended | ||||||||||||
| February 29, 2020 | February 28, 2019 | February 28, 2018 | ||||||||||
| Net income | $ | 48,234 | $ | 51,208 | $ | 45,169 | ||||||
| Other comprehensive income (loss): | ||||||||||||
| Change in foreign currency translation (net of tax of $0, $0 and $0) | (2,093 | ) | (3,478 | ) | 3,928 | |||||||
| Interest rate swap (net of tax of $29, $29 and $29) | (54 | ) | (54 | ) | (54 | ) | ||||||
| Other comprehensive income (loss) | (2,147 | ) | (3,532 | ) | 3,874 | |||||||
| Comprehensive income | $ | 46,087 | $ | 47,676 | $ | 49,043 | ||||||
AZZ INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except par value)
| February 29, 2020 | February 28, 2019 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 36,687 | $ | 24,005 | ||||
| Accounts receivable, net of allowance for doubtful accounts of $4,951 and $2,267 at February 29, 2020 and February 28, 2019, respectively | 139,214 | 144,887 | ||||||
| Inventories, net | 99,841 | 124,847 | ||||||
| Contract assets | 70,093 | 75,561 | ||||||
| Prepaid expenses and other | 8,727 | 9,245 | ||||||
| Total current assets | 354,562 | 378,545 | ||||||
| Property, plant, and equipment, net | 213,104 | 210,227 | ||||||
| Operating lease right-of-use assets | 43,208 | 45,870 | ||||||
| Goodwill | 356,225 | 323,756 | ||||||
| Intangibles and other assets | 106,732 | 130,172 | ||||||
| Total assets | $ | 1,073,831 | $ | 1,088,570 | ||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 61,987 | $ | 53,047 | ||||
| Income tax payable | 2,876 | 632 | ||||||
| Accrued salaries and wages | 38,882 | 30,395 | ||||||
| Other accrued liabilities | 26,868 | 17,631 | ||||||
| Customer deposits | 255 | 481 | ||||||
| Contract liabilities | 18,418 | 56,928 | ||||||
| Lease liability, short-term | 6,327 | 5,657 | ||||||
| Debt due within one year | 125,000 | — | ||||||
| Total current liabilities | 280,613 | 164,771 | ||||||
| Other long-term liabilities | 4,934 | 1,513 | ||||||
| Lease liability, long-term | 38,114 | 41,190 | ||||||
| Debt due after one year, net | 77,878 | 240,745 | ||||||
| Deferred income tax liabilities | 37,926 | 36,623 | ||||||
| Total liabilities | 439,465 | 484,842 | ||||||
| Commitments and contingencies (Note 14) | ||||||||
| Shareholders’ equity: | ||||||||
| Common Stock, $1.00 par value; 100,000 shares authorized; 26,148 and 26,115 shares issued and outstanding at February 29, 2020 and February 28, 2019, respectively | 26,148 | 26,115 | ||||||
| Capital in excess of par value | 66,703 | 58,695 | ||||||
| Retained earnings | 572,414 | 547,670 | ||||||
| Accumulated other comprehensive loss | (30,899 | ) | (28,752 | ) | ||||
| Total shareholders’ equity | 634,366 | 603,728 | ||||||
| Total liabilities and shareholders' equity | $ | 1,073,831 | $ | 1,088,570 | ||||
| As of February 28, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 2,820 | $ | 12,082 | ||||||||||
| Accounts receivable, net of allowance for credit losses of $5,752 and $5,395 at February 28, 2023 and February 28, 2022, respectively | 183,412 | 85,106 | ||||||||||||
| Inventories: | ||||||||||||||
| Raw material | 138,227 | 81,022 | ||||||||||||
| Work-in-process | 1,558 | 840 | ||||||||||||
| Finished goods | 4,135 | 1,135 | ||||||||||||
| Contract assets | 79,273 | 2,866 | ||||||||||||
| Prepaid expenses and other | 7,991 | 1,583 | ||||||||||||
| Assets held for sale | — | 235 | ||||||||||||
| Current assets of discontinued operations | — | 201,664 | ||||||||||||
| Total current assets | 417,416 | 386,533 | ||||||||||||
| Property, plant and equipment, net | 498,503 | 193,358 | ||||||||||||
| Right-of-use assets | 26,392 | 13,954 | ||||||||||||
| Goodwill | 702,512 | 190,391 | ||||||||||||
| Deferred tax assets | 12,467 | 3,464 | ||||||||||||
| Intangibles and other assets, net | 479,429 | 39,115 | ||||||||||||
| Investment in joint venture | 84,760 | — | ||||||||||||
| Non-current assets of discontinued operations | — | 306,212 | ||||||||||||
| Total assets | $ | 2,221,479 | $ | 1,133,027 | ||||||||||
| Liabilities and Shareholders’ Equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | 109,861 | $ | 24,840 | ||||||||||
| Income tax payable | 272 | 3,828 | ||||||||||||
| Accrued salaries and wages | 26,262 | 17,123 | ||||||||||||
| Other accrued liabilities | 44,442 | 13,168 | ||||||||||||
| Lease liability, short-term | 6,403 | 3,289 | ||||||||||||
| Current liabilities of discontinued operations | — | 88,283 | ||||||||||||
| Total current liabilities | 187,240 | 150,531 | ||||||||||||
| Long-term debt, net | 1,058,120 | 226,484 | ||||||||||||
| Lease liability, long-term | 20,704 | 11,403 | ||||||||||||
| Deferred tax liabilities | 40,536 | 47,672 | ||||||||||||
| Other long-term liabilities | 61,419 | 5,365 | ||||||||||||
| Long-term liabilities of discontinued operations | — | 24,207 | ||||||||||||
| Total liabilities | 1,368,019 | 465,662 | ||||||||||||
| Commitments and contingencies (Note 18) | ||||||||||||||
| Shareholders’ equity: | ||||||||||||||
| Series A Convertible Preferred Stock, $1 par, shares authorized 240; 240 shares issued and outstanding at February 28, 2023 and 0 shares issued and outstanding at February 28, 2022 | 240 | — | ||||||||||||
| Common Stock, $1 par value; 100,000 shares authorized; 24,912 and 24,688 shares issued and outstanding at February 28, 2023 and February 28, 2022, respectively | 24,912 | 24,688 | ||||||||||||
| Capital in excess of par value | 326,839 | 85,847 | ||||||||||||
| Retained earnings | 506,042 | 584,154 | ||||||||||||
| Accumulated other comprehensive loss | (4,573) | (27,324) | ||||||||||||
| Total shareholders’ equity | 853,460 | 667,365 | ||||||||||||
| Total liabilities and shareholders' equity | $ | 2,221,479 | $ | 1,133,027 | ||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
38
AZZ INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
| Year Ended February 28, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Sales | $ | 1,323,649 | $ | 525,598 | $ | 480,574 | ||||||||||||||
| Cost of sales | 1,027,706 | 379,445 | 357,675 | |||||||||||||||||
| Gross margin | 295,943 | 146,153 | 122,899 | |||||||||||||||||
| Selling, general and administrative | 122,305 | 66,934 | 59,317 | |||||||||||||||||
| Restructuring and impairment charges | — | — | 16,105 | |||||||||||||||||
| Operating income from continuing operations | 173,638 | 79,219 | 47,477 | |||||||||||||||||
| Interest expense | 88,800 | 6,363 | 9,461 | |||||||||||||||||
| Equity in (earnings) loss of unconsolidated subsidiaries | (2,597) | — | — | |||||||||||||||||
| Other (income) expense, net | (1,240) | (175) | (415) | |||||||||||||||||
| Income from continuing operations before income taxes | 88,675 | 73,031 | 38,431 | |||||||||||||||||
| Income tax expense | 22,336 | 23,214 | 11,248 | |||||||||||||||||
| Net income from continuing operations | 66,339 | 49,817 | 27,183 | |||||||||||||||||
| Income from discontinued operations, net of tax | 12,770 | 34,205 | 12,431 | |||||||||||||||||
| Loss on disposal of discontinued operations, net of tax | (132,083) | — | — | |||||||||||||||||
| Net income (loss) from discontinued operations | (119,313) | 34,205 | 12,431 | |||||||||||||||||
| Net income (loss) | (52,974) | 84,022 | 39,614 | |||||||||||||||||
| Dividends on preferred stock | (8,240) | — | — | |||||||||||||||||
| Net income (loss) available to common shareholders | $ | (61,214) | $ | 84,022 | $ | 39,614 | ||||||||||||||
| Basic earnings (loss) per share | ||||||||||||||||||||
| Earnings (loss) per common share from continuing operations | $ | 2.34 | $ | 2.00 | $ | 1.05 | ||||||||||||||
| Earnings (loss) per common share from discontinued operations | $ | (4.81) | $ | 1.38 | $ | 0.48 | ||||||||||||||
| Earnings (loss) per common share | $ | (2.47) | $ | 3.38 | $ | 1.53 | ||||||||||||||
| Diluted earnings (loss) per share | ||||||||||||||||||||
| Earnings (loss) per common share from continuing operations | $ | 2.33 | $ | 1.99 | $ | 1.04 | ||||||||||||||
| Earnings (loss) per common share from discontinued operations | $ | (4.78) | $ | 1.36 | $ | 0.48 | ||||||||||||||
| Earnings (loss) per common share | $ | (2.45) | $ | 3.35 | $ | 1.52 | ||||||||||||||
| Weighted average shares outstanding | ||||||||||||||||||||
| Basic | 24,828 | 24,855 | 25,897 | |||||||||||||||||
| Diluted | 24,978 | 25,077 | 26,045 | |||||||||||||||||
| Cash dividends declared per common share | $ | 0.68 | $ | 0.68 | $ | 0.68 | ||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
39
AZZ INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
| Year Ended February 28, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Net income (loss) available to common shareholders | $ | (61,214) | $ | 84,022 | $ | 39,614 | ||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||
| Unrealized translation gain (loss) | (7,997) | (2,310) | 5,865 | |||||||||||||||||
| Reclassification of foreign currency translation adjustment from accumulated other comprehensive loss to loss on sale of discontinued operations | 27,750 | — | — | |||||||||||||||||
Net pension actuarial gain (loss), net of tax(1) | 119 | — | — | |||||||||||||||||
| Unrealized gain (loss) on derivatives qualified for hedge accounting: | ||||||||||||||||||||
Unrealized gain (loss) on interest rate swap, net of tax(2) | 2,740 | — | (50) | |||||||||||||||||
Amounts reclassified from accumulated other comprehensive income to earnings, net of tax(3) | 139 | — | — | |||||||||||||||||
| Other comprehensive income (loss) | 22,751 | (2,310) | 5,815 | |||||||||||||||||
| Comprehensive income (loss) | $ | (38,463) | $ | 81,712 | $ | 45,429 | ||||||||||||||
(1) Net of tax of $43 for 2023. | ||||||||||||||||||||
(2) Net of tax expense (benefit) of $995 and $(29) for 2023 and 2021, respectively. | ||||||||||||||||||||
(3) Net of tax of $51 for 2023. | ||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
AZZ INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Year Ended February 28, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Cash flows from operating activities | ||||||||||||||||||||
| Net income (loss) available to common shareholders | $ | (61,214) | $ | 84,022 | $ | 39,614 | ||||||||||||||
| Less: Net income (loss) from discontinued operations | (119,313) | 34,205 | 12,431 | |||||||||||||||||
| Plus: accrued dividends on Preferred Stock | 8,240 | — | — | |||||||||||||||||
| Net income from continuing operations | 66,339 | 49,817 | 27,183 | |||||||||||||||||
| Adjustments to reconcile net income from continuing operations to net cash provided by operating activities: | ||||||||||||||||||||
| Bad debt expense (recoveries) | (58) | 100 | 207 | |||||||||||||||||
| Depreciation and amortization | 74,590 | 32,081 | 32,094 | |||||||||||||||||
| Deferred income taxes | 7,007 | 3,201 | 387 | |||||||||||||||||
| Equity in earnings of unconsolidated entities | (2,597) | — | — | |||||||||||||||||
| Loss on disposal of business | — | 640 | 3,080 | |||||||||||||||||
| Loss on abandonment of long-lived assets | 135 | — | 13,025 | |||||||||||||||||
| Net (gain) loss on sale of property, plant and equipment | (1,032) | 666 | 183 | |||||||||||||||||
| Amortization of debt financing costs | 11,271 | 455 | 545 | |||||||||||||||||
| Share-based compensation expense | 8,382 | 9,449 | 7,330 | |||||||||||||||||
| Effects of changes in assets and liabilities, net of acquisitions and dispositions: | ||||||||||||||||||||
| Accounts receivable | (26,545) | (21,291) | 8,383 | |||||||||||||||||
| Inventories | (17,198) | (18,765) | 1,044 | |||||||||||||||||
| Prepaid expenses and other | (4,190) | 1,578 | (1,599) | |||||||||||||||||
| Other assets | (3,677) | (1,406) | (5,648) | |||||||||||||||||
| Net change in contract assets and liabilities | (4,404) | (37) | 13,283 | |||||||||||||||||
| Accounts payable | (14,035) | 5,719 | 18,813 | |||||||||||||||||
| Other accrued liabilities and income taxes payable | (2,558) | (1,609) | (9,202) | |||||||||||||||||
| Net cash provided by operating activities of continuing operations | 91,430 | 60,598 | 109,108 | |||||||||||||||||
| Cash flows from investing activities | ||||||||||||||||||||
| Proceeds from sale or insurance settlements of property, plant and equipment | 4,121 | 2,666 | 84 | |||||||||||||||||
| Acquisition of subsidiaries, net of cash acquired | (1,282,730) | (61,219) | (4,419) | |||||||||||||||||
| Proceeds from divestiture | 106,808 | — | 12,444 | |||||||||||||||||
| Purchase of property, plant and equipment | (57,120) | (23,590) | (27,179) | |||||||||||||||||
| Net cash used in investing activities of continuing operations | (1,228,921) | (82,143) | (19,070) | |||||||||||||||||
| Cash flows from financing activities | ||||||||||||||||||||
| Proceeds from issuance of common stock | 2,372 | 2,788 | 2,832 | |||||||||||||||||
| Payments for taxes related to net share settlement of equity awards | (3,000) | (2,187) | (712) | |||||||||||||||||
| Proceeds from revolving loan | 380,000 | 296,000 | 228,000 | |||||||||||||||||
| Payments on revolving loan | (362,000) | (248,000) | (277,000) | |||||||||||||||||
| Proceeds from long term debt | 1,540,000 | — | 150,000 | |||||||||||||||||
| Payments of debt financing costs | (87,548) | — | (592) | |||||||||||||||||
| Payments on long term debt | (419,750) | — | (125,000) | |||||||||||||||||
| Repurchase and retirement of treasury stock | — | (30,815) | (48,311) | |||||||||||||||||
| Payments of dividends | (22,739) | (16,874) | (17,642) | |||||||||||||||||
| Net cash provided by (used in) financing activities of continuing operations | 1,027,335 | 912 | (88,425) | |||||||||||||||||
| Effect of exchange rate changes on cash | 505 | 158 | 3,133 | |||||||||||||||||
| Net cash provided by (used in) operating activities from discontinued operations | (21,275) | 25,412 | (17,073) | |||||||||||||||||
| Net cash used in investing activities from discontinued operations | (1,336) | (4,692) | (9,523) | |||||||||||||||||
| Net cash provided by financing activities from discontinued operations | 120,000 | — | — | |||||||||||||||||
| Cash provided by (used in) discontinued operations | 97,389 | 20,720 | (26,596) | |||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | (12,262) | 245 | (21,850) | |||||||||||||||||
| Cash and cash equivalents at beginning of year | 15,082 | 14,837 | 36,687 | |||||||||||||||||
| Cash and cash equivalents at end of year | $ | 2,820 | $ | 15,082 | $ | 14,837 | ||||||||||||||
| Less: Cash and cash equivalents from discontinued operations at end of year | — | (3,000) | (3,000) | |||||||||||||||||
| Cash and cash equivalents from continuing operations at end of year | $ | 2,820 | $ | 12,082 | $ | 11,837 | ||||||||||||||
| Year Ended | ||||||||||||
| February 29, 2020 | February 28, 2019 | February 28, 2018 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income | $ | 48,234 | $ | 51,208 | $ | 45,169 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | 50,194 | 50,245 | 50,526 | |||||||||
| Deferred income taxes | (2,617 | ) | 3,731 | (20,637 | ) | |||||||
| Loss on disposal of business | 18,632 | — | — | |||||||||
| Impairment loss on long lived assets | 9,157 | 810 | 10,834 | |||||||||
| Loss on sale of property, plant & equipment | (71 | ) | 9 | 765 | ||||||||
| Share-based compensation expense | 6,290 | 4,659 | 6,121 | |||||||||
| Amortization of deferred debt issuance costs | 538 | 541 | 595 | |||||||||
| Provision for doubtful accounts | 2,734 | 2,153 | 3,007 | |||||||||
| Effects of changes in operating assets and liabilities, net of acquisitions: | ||||||||||||
| Accounts receivable | (1,006 | ) | (8,131 | ) | 3,492 | |||||||
| Inventories | 25,875 | (595 | ) | (9,927 | ) | |||||||
| Prepaid expenses and other assets | (291 | ) | (4,883 | ) | (2,376 | ) | ||||||
| Net change in contract assets and liabilities | (47,040 | ) | 3,091 | 984 | ||||||||
| Accounts payable | 10,594 | (171 | ) | 1,540 | ||||||||
| Other accrued liabilities and income taxes payable | 23,536 | 8,809 | (13,283 | ) | ||||||||
| Net cash provided by operating activities: | 144,759 | 111,476 | 76,810 | |||||||||
| Cash flows from investing activities: | ||||||||||||
| Proceeds from the sale or insurance settlement of property, plant, and equipment | 340 | 1,543 | 458 | |||||||||
| Proceeds from sale of subsidiary, net | 23,584 | — | — | |||||||||
| Acquisition of subsidiaries, net of cash acquired | (60,628 | ) | (8,000 | ) | (44,785 | ) | ||||||
| Purchases of property, plant and equipment | (35,044 | ) | (25,616 | ) | (29,612 | ) | ||||||
| Net cash used in investing activities: | (71,748 | ) | (32,073 | ) | (73,939 | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from issuance of common stock | 3,113 | 3,765 | 3,317 | |||||||||
| Payments for taxes related to net share settlement of equity awards | (1,231 | ) | (573 | ) | (1,218 | ) | ||||||
| Proceeds from revolving loan | 428,500 | 264,000 | 349,000 | |||||||||
| Payments on revolving loan | (466,500 | ) | (310,000 | ) | (256,500 | ) | ||||||
| Payments on long-term debt | — | (14,286 | ) | (63,504 | ) | |||||||
| Purchases of treasury shares | (5,799 | ) | — | (7,518 | ) | |||||||
| Payment of dividends | (17,822 | ) | (17,718 | ) | (17,678 | ) | ||||||
| Net cash provided by (used in) financing activities: | (59,739 | ) | (74,812 | ) | 5,899 | |||||||
| Effect of exchange rate changes on cash and cash equivalents | (590 | ) | (1,439 | ) | 781 | |||||||
| Net change in cash and cash equivalents | 12,682 | 3,152 | 9,551 | |||||||||
| Cash and cash equivalents, beginning of year | 24,005 | 20,853 | 11,302 | |||||||||
| Cash and cash equivalents, end of year | $ | 36,687 | $ | 24,005 | $ | 20,853 | ||||||
| Supplemental disclosures of cash flow information: | ||||||||||||
| Cash paid for interest | $ | 13,023 | $ | 14,880 | $ | 13,593 | ||||||
| Cash paid for income taxes | $ | 18,802 | $ | 3,291 | $ | 8,701 | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
41
AZZ INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(in thousands)
| Common Stock | Capital In Excess Of Par Value | Retained Earnings | Accumulated Other Comprehensive Loss | Total | |||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||
| Balance at February 28, 2017 | 25,964 | $ | 25,964 | $ | 42,922 | $ | 493,344 | $ | (29,094 | ) | $ | 533,136 | |||||||||||
| Share-based compensation | — | — | 6,121 | — | — | 6,121 | |||||||||||||||||
| Common stock issued from stock plans, net of shares withheld for employee taxes | 65 | 65 | (1,283 | ) | — | — | (1,218 | ) | |||||||||||||||
| Common stock issued under employee stock purchase plan | 77 | 77 | 3,240 | — | — | 3,317 | |||||||||||||||||
| Retirement of treasury shares | (147 | ) | (147 | ) | — | (7,371 | ) | — | (7,518 | ) | |||||||||||||
| Cash dividend paid | — | — | — | (17,678 | ) | — | (17,678 | ) | |||||||||||||||
| Net income | — | — | — | 45,169 | — | 45,169 | |||||||||||||||||
| Foreign currency translation | — | — | — | — | 3,928 | 3,928 | |||||||||||||||||
| Interest rate swap | — | — | — | — | (54 | ) | (54 | ) | |||||||||||||||
| Balance at February 28, 2018 | 25,959 | $ | 25,959 | $ | 51,000 | $ | 513,464 | $ | (25,220 | ) | $ | 565,203 | |||||||||||
| Impact of ASC 606 Adoption | — | — | — | 716 | — | 716 | |||||||||||||||||
| Share-based compensation | — | — | 4,659 | — | — | 4,659 | |||||||||||||||||
| Common stock issued from stock plans, net of shares withheld for employee taxes | 55 | 55 | (628 | ) | — | — | (573 | ) | |||||||||||||||
| Common stock issued under employee stock purchase plan | 101 | 101 | 3,664 | — | — | 3,765 | |||||||||||||||||
| Cash dividend paid | — | — | — | (17,718 | ) | — | (17,718 | ) | |||||||||||||||
| Net income | — | — | — | 51,208 | — | 51,208 | |||||||||||||||||
| Foreign currency translation | — | — | — | — | (3,478 | ) | (3,478 | ) | |||||||||||||||
| Interest rate swap | — | — | — | — | (54 | ) | (54 | ) | |||||||||||||||
| Balance at February 28, 2019 | 26,115 | $ | 26,115 | $ | 58,695 | $ | 547,670 | $ | (28,752 | ) | $ | 603,728 | |||||||||||
| Share-based compensation | — | — | 6,290 | — | — | 6,290 | |||||||||||||||||
| Common stock issued from stock plans, net of shares withheld for employee taxes | 74 | 74 | (1,305 | ) | — | — | (1,231 | ) | |||||||||||||||
| Common stock issued under employee stock purchase plan | 90 | 90 | 3,023 | — | — | 3,113 | |||||||||||||||||
| Retirement of treasury shares | (131 | ) | (131 | ) | — | (5,668 | ) | — | (5,799 | ) | |||||||||||||
| Cash dividend paid | — | — | — | (17,822 | ) | — | (17,822 | ) | |||||||||||||||
| Net income | — | — | — | 48,234 | — | 48,234 | |||||||||||||||||
| Foreign currency translation | — | — | — | — | (2,093 | ) | (2,093 | ) | |||||||||||||||
| Interest rate swap | — | — | — | — | (54 | ) | (54 | ) | |||||||||||||||
| Balance at February 29, 2020 | 26,148 | $ | 26,148 | $ | 66,703 | $ | 572,414 | $ | (30,899 | ) | $ | 634,366 | |||||||||||
| Series A Preferred Stock | Common Stock | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Loss | Total | |||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at February 29, 2020 | — | $ | — | 26,148 | $ | 26,148 | $ | 66,703 | $ | 572,414 | $ | (30,899) | $ | 634,366 | ||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | 7,330 | — | — | 7,330 | ||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under stock-based plans and related income tax expense | — | — | 83 | 83 | (795) | — | — | (712) | ||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under employee stock purchase plan | — | — | 91 | 91 | 2,741 | — | — | 2,832 | ||||||||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | — | — | (1,214) | (1,214) | — | (47,097) | — | (48,311) | ||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid on common shares | — | — | — | — | — | (17,642) | — | (17,642) | ||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | 39,614 | — | 39,614 | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | — | 5,865 | 5,865 | ||||||||||||||||||||||||||||||||||||||||||
| Interest rate swap | — | — | — | — | — | — | (50) | (50) | ||||||||||||||||||||||||||||||||||||||||||
| Balance at February 28, 2021 | — | $ | — | 25,108 | $ | 25,108 | $ | 75,979 | $ | 547,289 | $ | (25,084) | $ | 623,292 | ||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | $ | — | — | $ | — | $ | 9,449 | $ | — | $ | — | $ | 9,449 | ||||||||||||||||||||||||||||||||||||
| Common stock issued under stock-based plans and related income tax expense | — | — | 109 | 109 | (2,296) | — | — | (2,187) | ||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under employee stock purchase plan | — | — | 73 | 73 | 2,715 | — | — | 2,788 | ||||||||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | — | — | (602) | (602) | — | (30,213) | — | (30,815) | ||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid on common shares | — | — | — | — | — | (16,874) | — | (16,874) | ||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | 84,022 | — | 84,022 | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | (70) | (2,240) | (2,310) | ||||||||||||||||||||||||||||||||||||||||||
| Balance at February 28, 2022 | — | $ | — | 24,688 | $ | 24,688 | $ | 85,847 | $ | 584,154 | $ | (27,324) | $ | 667,365 | ||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | $ | — | — | $ | — | $ | 8,362 | $ | — | $ | — | $ | 8,362 | ||||||||||||||||||||||||||||||||||||
| Issuance of Class A convertible preferred stock in exchange for convertible debt | 240 | 240 | — | — | 233,482 | — | — | 233,722 | ||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under stock-based plans and related income tax expense | — | — | 154 | 154 | (3,154) | — | — | (3,000) | ||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under employee stock purchase plan | — | — | 70 | 70 | 2,302 | — | — | 2,372 | ||||||||||||||||||||||||||||||||||||||||||
| Dividends on preferred stock | — | — | — | — | — | (8,240) | — | (8,240) | ||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid on common shares | — | — | — | — | — | (16,898) | — | (16,898) | ||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | (52,974) | — | (52,974) | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | — | (7,997) | (7,997) | ||||||||||||||||||||||||||||||||||||||||||
| Reclassification of foreign currency translation adjustment | — | — | — | — | — | — | 27,750 | 27,750 | ||||||||||||||||||||||||||||||||||||||||||
| Pension actuarial gain (loss) | — | — | — | — | — | — | 119 | 119 | ||||||||||||||||||||||||||||||||||||||||||
| Interest rate swap | — | — | — | — | — | — | 2,879 | 2,879 | ||||||||||||||||||||||||||||||||||||||||||
| Balance at February 28, 2023 | 240 | $ | 240 | 24,912 | $ | 24,912 | $ | 326,839 | $ | 506,042 | $ | (4,573) | $ | 853,460 | ||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
42
Organization
AZZ Inc. (the “Company” “AZZ”"Company," "AZZ" or “We”"we") operates primarily in the United States of America and CanadaCanada. The Company has three operating segments: AZZ Metal Coatings, AZZ Precoat Metals, and AZZ Infrastructure Solutions. Through September 30, 2022, the Company also hashad operations in Brazil, China, Brazil,the Netherlands, Poland, Singapore, and India through its AZZ Infrastructure Solutions segment ("AIS"). On September 30, 2022, the Netherlands. InformationCompany contributed AIS to AIS Investment Holdings LLC (the "AIS JV"), and sold a 60% interest in the AIS JV to Fernweh. See Note 6 for further discussion of the divestiture. See Note 14 for information about the Company's operations by segment is included in Notesegment.
On May 13, 2022, the Company completed the acquisition of the Precoat Metals business division ("Precoat Metals") of Sequa Corporation ("Sequa"), a portfolio company owned by Carlyle, a global private equity firm. See Notes 5 and 12 tofor further discussion about Precoat. As a result of the consolidated financial statements.Precoat Acquisition, the Company changed its operating segments, and added AZZ Precoat Metals as a new operating segment.
Basis of consolidation
The consolidated financial statements were prepared in accordance with the accounting principles generally accepted in the United States of America and include the accounts of the Company and its wholly owned subsidiaries. All significantmaterial inter-company accounts and transactions have been eliminated in consolidation.
Use of estimates
The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Concentrations of credit risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. As of February 28, 2023, the Company had $9.3 million in excess of the Federal Deposit Insurance Corporation ("FDIC") limits.
The Company maintains cash and cash equivalents with various financial institutions. These financial institutions are located throughout the United States and Canada, as well as Europe, China and Brazil. The Company's policy is designed to limit exposure to any one institution. The Company performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the Company's banking relationships, and has not experienced any losses in such accounts. We believe we are not exposed to any significant credit risk related to cash and cash equivalents.
Accounts receivable, net of allowance for credit losses
Accounts receivable are stated amounts due from customers. The Company maintains an allowance for credit losses for estimated losses resulting from the inability of customers to make required payments. The Company treats trade accounts receivable as one portfolio and records an allowance based on a combination of management’s knowledge of its customer base, historical losses, current economic conditions and customer specific events. The Company adjusts this allowance based on specific information in connection with aged receivables. Accounts receivable are considered to be past due when payment is not received in accordance with the customer’s credit terms. Accounts are written off when management determines the account is uncollectible. Recoveries, unless material, are recorded against the allowance in the period received.
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Balance at beginning of year | $ | 5,395 | $ | 5,378 | $ | 5,551 | ||||||||||||||
| Adjustment based on aged receivables analysis | (58) | 100 | 207 | |||||||||||||||||
| Charge-offs, net of recoveries | 83 | (85) | (572) | |||||||||||||||||
| Other | 327 | — | 116 | |||||||||||||||||
| Effect of exchange rate changes | 5 | 2 | 76 | |||||||||||||||||
Balance at end of year(1) | $ | 5,752 | $ | 5,395 | $ | 5,378 | ||||||||||||||
(1) For fiscal 2023, 2022 and 2021, the allowance for credit losses includes $5.4 million of reserves related to the AZZ Infrastructure Solutions segment that were retained following the AIS divestiture. | ||||||||||||||||||||
Revenue recognition
Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration that it expects to be entitled to in exchange for those goods or services. The amount and timing of revenue recognition varies by segment, based on the nature of the goods or services provided and the terms and conditions of the customer contract.
AZZ Metal Coatings Segment
Within this segment, the contract is typically governed by a customer purchase order and an executed product or services agreement.order. The contract generally specifies the delivery of what constitutes a single performance obligation consisting of either custom built products, customcoating services, and may also include secondary services, such as slitting, embossing or off-the-shelf products. When the Company does enter into an arrangement with multiple performance obligations, the transaction price is allocatedcut to each performance obligation based on the relative standalone selling prices of the goods or services being provided to the customer and revenue is recognized upon the satisfaction of each performance obligation.length. The Company combines contracts for revenue recognition purposes that are executed with the same customer within a short timeframe from each other and that purport to be for a single commercial objective.
Contract Assets and Liabilities
The timing of revenue recognition, billings and cash collections results in accounts receivable, contract assets (unbilled receivables), and contract liabilities (customer advances and deposits) on the consolidated balance sheets, primarily related to the Company’s EnergyPrecoat Metals segment. Amounts are billed as work progresses in accordance with agreed upon contractual terms, either at periodic intervals (e.g., weekly or monthly) or upon achievement of contractual milestones. Billing can occur subsequent to revenue recognition, resulting in contract assets. In addition, the Company can receive advances or deposits from its customers, before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the consolidated balance sheets on a contract-by-contract basis at the end of each reporting period.
The following table shows the changes in contract liabilities for fiscal year 2020 and 2019 (in thousands):
| 2020 | 2019 | |||||||
| Balance at beginning of period | $ | 56,928 | $ | 22,698 | ||||
| Contract liabilities added during the period | 14,292 | 54,331 | ||||||
| Revenue recognized during the period | (52,802 | ) | (20,101 | ) | ||||
| Balance at end of period | $ | 18,418 | $ | 56,928 | ||||
44
Other
No general rights of return exist for customers andcustomers; however, the Company establishes provisionsprovides assurance-type warranties and has established a provision for estimated warranties. The Company generally does not sell extended warranties. Revenue is recognized net of applicable sales and other taxes. The Company does not adjust the contract price for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a good or service to a customer and when the customer pays for that good or service will be one year or less, which is generally the case. Sales commissions are deferred and recognized over the same period as the related revenues. Shipping and handling is treated as a fulfillment obligation instead of a separate performance obligation and such costs are expensed as incurred.
Disaggregated Revenue
Revenue by segment and geography is disclosed in Note 12.14. In addition, the following table presents disaggregated revenue, from continuing operations, by customer industry for fiscal years 2023, 2022 and 2021 (in thousands):
| 2020 | 2019 | 2018 | ||||||||||
| Net sales: | ||||||||||||
| Industrial - oil and gas, construction, and general | $ | 605,236 | $ | 526,465 | $ | 461,945 | ||||||
| Transmission and distribution | 254,836 | 212,433 | 194,503 | |||||||||
| Power generation | 201,745 | 188,189 | 153,982 | |||||||||
| Total net sales | $ | 1,061,817 | $ | 927,087 | $ | 810,430 | ||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Sales: | ||||||||||||||||||||
| Construction | $ | 667,852 | $ | 119,294 | $ | 106,166 | ||||||||||||||
| Industrial | 152,731 | 113,561 | 128,886 | |||||||||||||||||
| Consumer | 105,587 | — | — | |||||||||||||||||
| Transportation | 135,319 | 98,106 | 87,562 | |||||||||||||||||
| Electrical/Utility | 94,188 | 71,073 | 69,151 | |||||||||||||||||
Other (1) | 167,972 | 123,564 | 88,809 | |||||||||||||||||
| Total sales | $ | 1,323,649 | $ | 525,598 | $ | 480,574 | ||||||||||||||
(1) Other includes less significant markets, such as agriculture, recreation, petro-chem, AZZ Tubular products and sales from recycling and other. | ||||||||||||||||||||
Cash and cash equivalents
The Company considers cash and cash equivalents to include cash on hand, deposits with banks and all highly liquid investments with an original maturity of three months or less.
Supplemental cash flow disclosures
The Company recorded the following supplemental cash flow disclosures for fiscal 2023, 2022 and 2021 (in thousands):
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Cash paid for interest | $ | 77,989 | $ | 6,062 | $ | 8,999 | ||||||||||||||
| Cash paid for income taxes | 24,489 | 31,660 | 16,118 | |||||||||||||||||
| Non-cash investing and financing activities: | ||||||||||||||||||||
| Issuance of preferred stock in exchange for convertible notes | 233,722 | — | — | |||||||||||||||||
| Accrued dividends on Series A Preferred Stock | 2,400 | — | — | |||||||||||||||||
| Accruals for capital expenditures | 1,748 | 864 | 1,446 | |||||||||||||||||
Inventories
45
Property, plant and equipment
Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets as follows:
| Buildings and structures | |||||
| Machinery and equipment | 3-15 years | ||||
| Furniture and fixtures | 3-15 years | ||||
| Automotive equipment | |||||
| Computers and software | 3-7 years | ||||
Repairs and maintenance are charged to expense as incurred; renewals and betterments that significantly extend the useful life of the asset are capitalized.
Amortizable Intangibleintangible and Long-livedlong-lived assets
Goodwill and Other Indefinite-Lived Intangible Assetsother indefinite-lived intangible assets
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill is not subject to amortization but is subject to an annual impairment test during DecemberOther indefinite-lived intangible assets consist of each fiscal year, or earlier if indicators ofcertain tradenames that were obtained through acquisitions. The Company tests goodwill and other indefinite-lived intangibles for potential impairment exist. Goodwill is tested for impairment atannually as of December 31, or more frequently, if events or circumstances change that would more-likely-than-not reduce the fair value of the reporting unit level. A reporting unitbelow its carrying amount. If no impairment indicators are present, the Company may first perform a qualitative assessment of goodwill to determine whether a quantitative assessment is an operating segment ornecessary. If the Company performs a component of an operating segment.quantitative assessment for its annual goodwill impairment test, then the Company uses the income approach and market approach. The test is calculated using an income approach and market approach which areuse Level 3 fair value inputs.inputs, as described in "fair value measurements" below. Based on the results of its analysis, the Company determines whether an impairment may exist. A significant change in projected cash flows or cost of capital for future years could result in an impairment of goodwill in future years. Variables impacting future cash flows include, but are not limited to, the level of customer demand for and response to products and services we offer toin the power generation market, the electrical transmission and distribution markets the general industrial market and the hot dip galvanizing market;in which we operate; changes in economic conditions of these various markets; raw material and natural gas costs and availability of experienced labor and management to implement our growth strategies. For fiscal years 2020, 2019year 2023, the Company elected to perform a qualitative analysis and 2018determined that no goodwill impairment loss was recorded. See note 8 for information aboutconditions existed that would make it more-likely-than-not that the goodwill write-off related to the divestiture of the nuclear logistics business.
Investment in Unconsolidated Joint Venture
The Company testsaccounts for its investment in a joint venture under the carrying valueequity method of these tradenames during December of each fiscal year, or more frequently when an event occurs or circumstances change that indicatesaccounting, as we exercise significant influence over, but do not control the carrying value may not be recoverable by comparing the asset'sjoint venture. Investments in unconsolidated joint ventures are initially recorded at fair value, and subsequently increased or decreased for allocations of net income and changes in cumulative translation adjustments. Equity in net income (loss) from the AIS JV is allocated based on our current 40% economic interest. We record our interest in the joint venture on a one-month lag to its carrying value. Fair value, using Level 3 inputs, is measured using a relief-from-royalty approach, which assumesallow sufficient time to review and assess the fair value of the
46
Debt issuance costs
Debt issueissuance costs relatedthat are incurred by the Company in connection with the issuance of debt are amortized to the revolver are deferred within other assets and are amortizedinterest expense using the effective interest rate method over the term of the debt. Debt issue costsCosts related to the Company’s revolving credit facility are included in "Intangibles and other assets, net" on the consolidated balance sheets. Costs related to the Company's senior notes are presented as a reduction to long-term debt other thanon the revolver are deferred within total debt due after one year and are amortized usingconsolidated balance sheets.
Related Party Transactions
Following the effective interest rate method over the termclose of the debt.AIS JV, the Company entered into a transition services agreement with AIS Investment Holdings LLC, which is considered a related party. In conjunction with the transition services agreement ("TSA"), the Company recognized $3.4 million of TSA fees for fiscal year 2023, which are included as a reduction to "Selling, general and administrative" expense in the consolidated statements of operations. In addition, as of February 28, 2023, the Company has recorded related party receivables and payables of $8.4 million and $6.3 million, which are included in "Accounts receivable" and "Other accrued liabilities," respectively, in the consolidated balance sheets.
Income taxes
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
The Company recognizes a valuation allowance against net deferred tax assets to the extent that the Company believes thesethose net assets are not more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.
As applicable, the Company records uncertain tax positions on the basis of a two-step process whereby (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
The Company is subject to taxation in the U.S. and various state, provincial, and local, and foreign jurisdictions. With few exceptions, as of February 29, 2020,28, 2023, the Company is no longer subject to U.S. federal or state examinations by tax authorities for years before fiscal 2017.2019.
Fair value is an exitthe price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2, or 3In accordance with ASC 820, Fair Value Measurements and Disclosures ("ASC 820"), certain of the Company’s assets and liabilities, which are terms forcarried at fair value, are classified in one of the priority of inputs to valuation techniques used to measure fair value. Hierarchy following three categories:
•Level 1 inputs are quoted1: Quoted market prices in active markets for identical assets or liabilities. Hierarchy
•Level 2 inputs are2: Observable market-based inputs, other than quoted prices included with Level 1, that are directly or indirectly observable for the asset or liability. Hierarchy unobservable inputs corroborated by market data.
•Level 3 inputs are3: Unobservable inputs that are not observable in the market.
See Note 17 for trading purposes. The Company enters into derivatives only with counterparties (primarily financial institutions) which have substantial financial wherewithal to minimize credit risk. The amount of gains or losses from the use of derivative financial instruments has not been and is not expected to be material to the Company’s consolidated financial statements. As of more information.
| 2020 | 2019 | 2018 | |||||||||
| Balance at beginning of period | $ | 1,751 | $ | 2,013 | $ | 2,098 | |||||
| Warranty costs incurred | (2,118 | ) | (2,195 | ) | (2,225 | ) | |||||
| Additions charged to income | 4,069 | 1,933 | 2,140 | ||||||||
| Balance at end of period | $ | 3,702 | $ | 1,751 | $ | 2,013 | |||||
Foreign Currency Translation
The local currency is the functional currency for the Company’s foreign operations. Related assets and liabilities are translated into United States dollars at exchange rates existing at the balance sheet date, and revenues and expenses are translated at weighted-average exchange rates. The foreign currency translation adjustment is recorded as a separate component of shareholders’ equity and is included in accumulated other comprehensive income (loss).
| 2020 | 2019 | |||||||
| Foreign currency translation adjustments | $ | (30,949 | ) | $ | (28,856 | ) | ||
| Interest rate swap | 50 | 104 | ||||||
| Accumulated other comprehensive loss | $ | (30,899 | ) | $ | (28,752 | ) | ||
Accruals for Contingent Liabilities
The Company is subject to the possibility of various loss contingencies arising in the normal course of business. The amounts the Company may record for estimated claims, such as self-insurance programs, warranty, environmental, legal, and other contingent liabilities, requires the Company to make judgments regarding the amount of expenses that will ultimately be incurred. The Company uses past history and experience and other specific circumstances surrounding these claims in evaluating the amount of liability that should be recorded. Due to the inherent limitations in estimating future events, actual amounts paid or transferred may differ from those estimates.
Leases
The Company is a lessee under various operating leases for facilities and equipment. For such leases, the Company recognizes a right-of-use ("ROU") asset and lease liability on the consolidated balance sheet as of the lease commencement date based on the present value of the future minimum lease payments. An ROU asset represents the Company's right to use an underlying asset during the lease term and a lease liability represents the Company's obligation to make lease payments. However, for short-term leases with an initial term of twelve months or less that do not contain an option to purchase that is likely to be exercised, the Company does not record ROU assets or lease liabilities on the consolidated balance sheet.
The Company'sCompany uses its incremental borrowing rate to determine the present value of future payments unless the implicit rate in the lease is readily determinable. The incremental borrowing rate is calculated based on what the Company would pay to borrow on a collateralized basis, over a similar term, based on information available at lease commencement. In determining the future minimum lease payments, the Company incorporates options to extend or terminate the lease when it is reasonably certain that such options will be exercised. The ROU asset includes any initial direct costs incurred and is recorded net of any lease incentives received.
Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term, as the ROU asset is amortized and the lease liability is accreted. For facilitiesits facility leases, the Company accounts for lease and non-lease components on a combined basis, whileand for its equipment leases, the lease and non-lease components are accounted for separately.
Some of the Company's lease agreements may include rental payments that adjust periodically for inflation or are based on an index rate which are included as variable lease payments. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The Company subleases multiple buildings in Columbia, South Carolina to multiple subtenants. The sublease agreements are by and between Precoat Metals and multiple subtenants. Sublease income is recognized over the term of the sublease on a straight-line basis and is reported in the consolidated statement of operations in "Other (income) expense." The Company recognized $0.8 million of income from subleases during fiscal year 2023.
Defined Benefit Pension Plan
In the Company's Precoat Metals segment, certain current and past employees participate in a defined benefit pension plan sponsored and administered by the Company. The pension plan calls for benefits to be paid to eligible employees at retirement, based primarily upon years of service and compensation rates near retirement. The plan was frozen prior to acquisition of Precoat Metals, and new employees are not eligible to participate.
The Company incurs expenses in connection with the defined benefit pension plan. The Company uses various assumptions to measure expense and the related benefit obligation, including discount rates used to value the obligation, expected return on plan assets used to fund these expenses, and estimated future inflation rates. These assumptions are based on historical experience as well as current facts and circumstances. An actuarial analysis is used to measure the expense and liability associated with pension benefits. The Company recognizes the overfunded or underfunded status of defined benefit pension as an asset or liability in the consolidated balance sheets. Changes in the funded status are recognized in Accumulated
48
other comprehensive income, in the year in which the changes occur. As of February 28, 2023, the Company recognized underfunded status of the plan of 31.3 million in other long-term liabilities in the accompanying consolidated balance sheet.
Recently IssuedAdopted Accounting Pronouncements Not Yet Adopted
In June 2016,March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. ("ASU") No. 2016-13, 2020-04, "Financial Instruments – Credit LossesReference Rate Reform (Topic 326)848): MeasurementFacilitation of Credit Lossesthe Effects of Reference Rate Reform on Financial InstrumentReporting" s (“("ASU 2016-13”2020-04"), which modifiesprovides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by the measurementdiscontinuation of the London Interbank Offered Rate ("LIBOR") or by another reference rate expected credit lossesto be discontinued. In January 2021, the FASB issued ASU 2021-01, "Reference Rate Reform", ("ASU 2021-01"), which clarifies the scope and application of certain financial instruments, includingoptional expedients and exceptions regarding the original guidance. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 ("ASU 2022-06"), which defers the sunset date of the reference rate reform guidance to December 31, 2024. The amendments in these ASUs were effective upon issuance. As the Company no longer has any LIBOR-based contracts, these ASUs did not have a material effect on the Company's accounts receivablecurrent financial position, results of operations or cash flows as of February 28, 2023.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes ("ASU 2019-12"). This standard is intended to simplify the accounting and contract assets. Thedisclosure requirements for income taxes by eliminating various exceptions in accounting for income taxes as well as clarifying and amending existing guidance to improve consistency in the application of ASC 740. ASU 2019-12 was effective for the Company will adopt ASU 2016-13 in the first quarter of its fiscal 2021 utilizing2022. The Company adopted ASU 2019-12 in the modified retrospective transition method. Based on the compositionfirst quarter of the Company’s accounts receivablefiscal 2022, and contract assets, current market conditions, and historical credit loss activity, the adoption of ASU 2016-13 isdid not expected to have a material impact on its consolidated financial statements.
In August 2018,October 2021, the FASB issued ASU No. 2018-15,2021-08, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40) - Customer’sBusiness Combinations (Topic 805): Accounting for Implementation Costs IncurredContract Assets and Contract liabilities from Contracts with Customers ("ASU 2021-08"), which requires contract assets and contract liabilities acquired in a Cloud Computing Arrangement That Is a Service Contractbusiness combination in accordance with ASC Topic 606, ("ASU 2018-15"Revenue from Contracts with Customers ("ASC 606"), which aligns at the accountingacquisition date as if the acquirer had originated the contracts rather than adjust them to fair value. The standard is effective for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software, in order to determine the applicable costs to capitalize and the applicable costs to expense as incurred.fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company will adoptadopted ASU 2018-152021-08 in the first quarter of its fiscal 2021. The standard can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company intends to adopt ASU 2018-15 using the prospective approach2023 and the adoption isdid not expected to have a material impact on its consolidatedthe Company's financial statements.condition, results of operations or cash flows.
| 2020 | 2019 | |||||||
| Raw materials | $ | 88,837 | $ | 94,410 | ||||
| Work-in-process | 5,543 | 19,067 | ||||||
| Finished goods | 5,461 | 11,370 | ||||||
| $ | 99,841 | $ | 124,847 | |||||
Property, plant and equipment consisted of the following as of February 29, 202028, 2023 and February 28, 20192022 (in thousands):
| As of February 28, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Land | $ | 52,322 | $ | 21,831 | ||||||||||
| Building and structures | 291,254 | 154,982 | ||||||||||||
| Machinery and equipment | 391,786 | 225,824 | ||||||||||||
| Furniture, fixtures, software and computers | 28,906 | 29,824 | ||||||||||||
| Automotive equipment | 2,757 | 3,807 | ||||||||||||
| Construction in progress | 24,681 | 8,545 | ||||||||||||
| 791,706 | 444,813 | |||||||||||||
| Less accumulated depreciation | (293,203) | (251,455) | ||||||||||||
| Property, plant, and equipment, net | $ | 498,503 | $ | 193,358 | ||||||||||
| 2020 | 2019 | |||||||
| Land | $ | 21,826 | $ | 21,677 | ||||
| Building and structures | 162,851 | 156,447 | ||||||
| Machinery and equipment | 252,726 | 245,588 | ||||||
| Furniture, fixtures, software and computers | 28,938 | 27,075 | ||||||
| Automotive equipment | 4,394 | 3,766 | ||||||
| Construction in progress | 16,466 | 13,065 | ||||||
| 487,201 | 467,618 | |||||||
| Less accumulated depreciation | (274,097 | ) | (257,391 | ) | ||||
| Net property, plant, and equipment | $ | 213,104 | $ | 210,227 | ||||
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The following table outlines the classification of depreciation expense was $33.1 million, $33.2 million, and $33.4 millionfrom continuing operations in the consolidated statements of income for fiscal 2020, 2019,2023, 2022, and 2018, respectively.2021 (in thousands):
| Year Ended February 28, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Cost of sales | $ | 49,413 | $ | 23,795 | $ | 23,619 | ||||||||||||||
| Selling, general and administrative | 2,564 | 1,628 | 1,694 | |||||||||||||||||
| Total depreciation expense | $ | 51,977 | $ | 25,423 | $ | 25,313 | ||||||||||||||
3. Goodwill and Intangible Assets
Goodwill and indefinite-lived intangible assets are not amortized but are subject to annual impairment tests. Other intangible assets are amortized over their estimated useful lives.
Changes in goodwill by segment for fiscal years 2023 and 2022 were as follows (in thousands):
| 2023 | ||||||||||||||||||||||||||||||||||||||
| Segment | Beginning Balance | Acquisitions | Divestiture | Other | Currency Translation Adjustment | Ending Balance | ||||||||||||||||||||||||||||||||
Metal Coatings(1) | $ | 190,391 | $ | — | $ | — | $ | (10,783) | $ | (1,912) | $ | 177,696 | ||||||||||||||||||||||||||
| Precoat Metals | — | 524,816 | — | — | — | 524,816 | ||||||||||||||||||||||||||||||||
| Total | $ | 190,391 | $ | 524,816 | $ | — | $ | (10,783) | $ | (1,912) | $ | 702,512 | ||||||||||||||||||||||||||
(1) The decrease in Other for fiscal year 2023 represents purchase price adjustments during the measurement period for the DAAM acquisition, which occurred in fiscal year 2022. | ||||||||||||||||||||||||||||||||||||||
| 2022 | ||||||||||||||||||||||||||||||||||||||
| Segment | Beginning Balance | Acquisitions | Divestiture | Other | Currency Translation Adjustment | Ending Balance | ||||||||||||||||||||||||||||||||
| Metal Coatings | $ | 158,659 | $ | 32,389 | $ | — | $ | (477) | $ | (180) | $ | 190,391 | ||||||||||||||||||||||||||
Amortizable intangible assets consisted of the following as of February 28, 2023 and February 28, 2022 (in thousands):
| Weighted-Average Life (Years) | 2023 | 2022 | ||||||||||||||||||
| Customer related intangibles | 22 | $ | 475,457 | $ | 89,029 | |||||||||||||||
| Non-compete agreements | 15 | 6,795 | 6,799 | |||||||||||||||||
| Trademarks / Tradenames | 33 | 35,774 | 3,773 | |||||||||||||||||
| Technology | 15 | 36,000 | — | |||||||||||||||||
| Gross intangible assets | 554,026 | 99,601 | ||||||||||||||||||
| Less accumulated amortization | (86,139) | (64,282) | ||||||||||||||||||
| Total amortizable intangible assets, net | $ | 467,887 | $ | 35,319 | ||||||||||||||||
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The following table outlines the classification of amortization expense from continuing operations in the statements of income for fiscal 2023, 2022, and 2021 (in thousands):
| Year Ended February 28, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Cost of sales | $ | 7,124 | $ | 6,658 | $ | 6,781 | ||||||||||||||
| Selling, general and administrative | 15,489 | — | — | |||||||||||||||||
| Total amortization expense | $ | 22,613 | $ | 6,658 | $ | 6,781 | ||||||||||||||
In addition to its amortizable intangible assets, the Company has recorded indefinite-lived intangible assets of $1.5 million on the consolidated balance sheets as of February 28, 2023 and February 28, 2022, related to certain tradenames acquired as part of prior business acquisitions.
The following summarizes the estimated amortization expense for the next five fiscal years and beyond (in thousands):
| 2024 | $ | 23,346 | ||||||
| 2025 | 22,847 | |||||||
| 2026 | 22,817 | |||||||
| 2027 | 22,726 | |||||||
| 2028 | 21,637 | |||||||
| Thereafter | 354,514 | |||||||
| Total | $ | 467,887 | ||||||
4. Other Accrued Liabilities
Other accrued liabilities consisted of the following as of February 29, 202028, 2023 and February 28, 20192022 (in thousands):
| As of February 28, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Accrued interest | $ | 850 | $ | 789 | ||||||||||
| Accrued warranty | 2,852 | — | ||||||||||||
| Personnel expenses | 6,960 | 4,438 | ||||||||||||
| Group medical insurance | 4,389 | 2,575 | ||||||||||||
| Sales and other taxes payable | 3,943 | 2,248 | ||||||||||||
| Environmental | 3,760 | 493 | ||||||||||||
| Accrued utilities | 3,245 | — | ||||||||||||
| Due to related party | 6,260 | — | ||||||||||||
| Other | 12,183 | 2,625 | ||||||||||||
| Total | $ | 44,442 | $ | 13,168 | ||||||||||
| 2020 | 2019 | |||||||
| Accrued interest | $ | 1,042 | $ | 1,196 | ||||
| Accrued warranty | 3,702 | 1,751 | ||||||
| Commissions | 4,180 | 3,370 | ||||||
| Personnel expenses | 8,646 | 6,282 | ||||||
| Group medical insurance | 3,083 | 2,024 | ||||||
| Sales and other taxes payable | 3,098 | 1,301 | ||||||
| Other | 3,117 | 1,707 | ||||||
| Total | $ | 26,868 | $ | 17,631 | ||||
On May 13, 2022, the Company decided to exit fromacquired Precoat Metals for a purchase price of approximately $1.3 billion (the "Precoat Acquisition"). Based in St. Louis, Missouri, Precoat is the nuclear certified portionleading independent provider of its industrial weldingmetal coil coating solutions business withinin North America. Precoat engages in the Energy segment.advanced application of protective and decorative coatings and related value-added services for steel and aluminum coil primarily serving the construction; appliance; heating, ventilation and air conditioning (HVAC); container; transportation and other end markets. The remaining industrial welding solutions business will continue. Asacquisition represents a resultcontinued transition of the exit, the Company incurred impairment chargesto a focused provider of $9.2 million related to certain intangible assetscoating and nuclear specific property, plant and equipment that are no longer being utilized. $2.0 million of the charge was recognized within costs of sales and the remaining $7.2 million was recognized within selling, general and administrative in the consolidated statement of income.
51
| EIN/Pension Plan Number | Pension Protection Act Reported Status (1) | FIP/RP Status (2) | Company Contributions (3) | Surcharge Imposed (4) | Expiration Date of Collective Bargaining Agreements | |||||||||||||||||||
| Fiscal Year | ||||||||||||||||||||||||
| Pension Fund | 2020 | 2019 | 2020 | 2019 | 2018 | |||||||||||||||||||
| Boilermaker-Blacksmith National Pension Trust | EIN:48-6168020 Plan: 001 | Critical | Endangered | Implemented | $ | 5,337 | $ | 5,651 | $ | 4,070 | Yes | Various through 12/31/2020 | ||||||||||||
| Contributions to other multiemployer pension plans | 366 | 627 | 470 | |||||||||||||||||||||
| Total contributions | $ | 5,703 | $ | 6,278 | $ | 4,540 | ||||||||||||||||||
The Company accounted for the Precoat Acquisition as a business combination under the acquisition method of accounting. Goodwill from the acquisition of $524.8 million represents the excess purchase price over the estimated value of net tangible and intangible assets and liabilities assumed, and is expected to be deductible for income tax purposes. The Company's chief operating decision maker assesses performance and allocates resources to Precoat separately from the AZZ Metal Coatings segment; therefore, Precoat is accounted for as a separate segment, the AZZ Precoat Metals segment. See Note 7 –14 for more information about the Company's operating segments. Goodwill from the acquisition was allocated to the AZZ Precoat Metals segment. Assets acquired and liabilities assumed in the Precoat Acquisition were recorded at their estimated fair values as of the acquisition date. See Note 18 for additional information regarding certain environmental liabilities assumed as part of the Precoat Acquisition.
The Company has not finalized these estimates as of the date of this report; therefore, the fair value estimates set forth below are subject to adjustment during the measurement period following the acquisition date. The final allocation of purchase consideration could include changes in the estimated fair value of property, plant and equipment and other long-term liabilities. Adjustments in the purchase price allocation may require a change in the amount allocated to goodwill during the period in which the adjustments are determined.
When determining the fair values of assets acquired and liabilities assumed, management made significant estimates, judgments and assumptions. The Company has engaged third-party valuation experts to assist in determination of fair value of property and equipment, intangible assets, pension benefit obligation and certain other assets and liabilities. Preliminary estimates from third-party experts along with the analysis and expertise of management have formed the basis for the preliminary allocation. Detailed analysis and review of the condition, existence and utility of assets acquired, and assumptions inherent in the estimation of fair value of intangible assets and pension obligation is currently ongoing. Management believes that the current information provides a reasonable basis for estimating fair values of assets acquired and liabilities assumed. These estimates, judgments and assumptions are subject to change and should be treated as preliminary values as there could be significant changes upon final valuation. The Company expects to complete the final valuations during the first quarter of fiscal 2024.
52
The following table represents the preliminary summary of the assets acquired and liabilities assumed, in aggregate, related to the Precoat Acquisition, as of the date of the acquisition (in thousands):
| May 13, 2022 | ||||||||
| Assets | ||||||||
| Accounts receivable | $ | 77,422 | ||||||
| Inventories | 43,369 | |||||||
| Contract assets | 70,731 | |||||||
| Prepaid expenses and other | 2,247 | |||||||
| Property, plant and equipment | 305,503 | |||||||
| Right-of-use asset | 13,753 | |||||||
| Goodwill | 524,816 | |||||||
| Deferred tax asset - LT | 8,660 | |||||||
| Intangibles and other assets | 446,546 | |||||||
| Total fair value of assets acquired | $ | 1,493,047 | ||||||
| Liabilities | ||||||||
| Accounts payable | (99,223) | |||||||
| Accrued expenses | (31,201) | |||||||
| Other accrued liabilities | (5,330) | |||||||
| Lease liability, short-term | (2,440) | |||||||
| Lease liability, long-term | (11,313) | |||||||
| Other long-term liabilities | (60,091) | |||||||
| Total fair value of liabilities assumed | $ | (209,598) | ||||||
| Total purchase price, net of cash acquired | $ | 1,283,449 | ||||||
DAAM Acquisition
On February 28, 2022, the Company entered into an agreement to acquire all the outstanding shares of DAAM Galvanizing Co. Ltd. ("DAAM"), a privately held hot-dip galvanizing company based in Edmonton, Alberta Canada, for approximately $35.5 million. DAAM currently operates two galvanizing facilities in Canada; one located in Edmonton, Alberta and a second in Saskatoon, Saskatchewan, as well as a service depot in Calgary, Alberta. The addition of DAAM expanded the Company's geographical coverage in the Northwest and enhanced the scope of metal coatings solutions offered in Canada. The business is included in the Company's AZZ Metal Coatings segment. The goodwill arising from this acquisition was allocated to the AZZ Metal Coatings segment, and the Company estimates that approximately 50% of the goodwill amount is expected to be deductible for income tax purposes.
The Company engaged third-party valuation experts to assist with the purchase price allocation, the recorded valuation of property, plant and equipment, intangible assets and certain other assets and liabilities. Estimates from third-party experts along with the analysis and expertise of management have formed the basis for the allocation. During the third quarter of fiscal 2023, the purchase price allocation was finalized. The Company settled the working capital adjustment and received cash of $0.7 million during fiscal 2023, and adjusted other acquired assets and liabilities, which resulted in net decrease in the purchase price.
53
The following table represents the summary of the assets acquired and liabilities assumed, in aggregate, related to the DAAM acquisition, as of the date of the acquisition (in thousands):
| February 28, 2022 | ||||||||
| Assets | ||||||||
| Accounts receivable | $ | 3,253 | ||||||
| Inventories | 2,451 | |||||||
| Property, plant and equipment | 11,462 | |||||||
| Goodwill | 13,691 | |||||||
| Intangibles and other assets | 9,975 | |||||||
| Total fair value of assets acquired | $ | 40,832 | ||||||
| Liabilities | ||||||||
| Accounts payable and other accrued liabilities | (3,910) | |||||||
| Deferred tax liabilities | (1,422) | |||||||
| Total fair value of liabilities assumed | $ | (5,332) | ||||||
| Total purchase price, net of cash acquired | $ | 35,500 | ||||||
Unaudited Pro Forma Information
The following unaudited pro forma financial information for fiscal 2023 and 2022 combines the historical results of the Company and the acquisitions of Precoat Metals and DAAM, assuming that the companies were combined as of March 1, 2021 and include business combination accounting effects from the Precoat Acquisition, including amortization charges from acquired intangible assets, depreciation expense on acquired property, plant and equipment, interest expense on the financing transactions used to fund the Precoat Acquisition, acquisition-related transaction costs and tax-related effects. The pro forma information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions of Precoat Metals and DAAM had taken place on March 1, 2021 (the beginning of fiscal year 2022) or of future operating performance.
| 2023 | 2022 | |||||||||||||
| Revenue | $ | 1,516,669 | $ | 1,265,953 | ||||||||||
| Net income from continuing operations | $ | 56,335 | $ | 76,997 | ||||||||||
Steel Creek Acquisition
In January 2022, the Company completed the acquisition of all the assets of Steel Creek Galvanizing Company, LLC ("Steel Creek"), a privately held hot-dip galvanizing company based in Blacksburg, South Carolina, for approximately $25.0 million. The acquisition expanded the Company's geographical reach in metal coatings solutions and extends its ability to support customers in the Southeast region of the United States. The business is included in the Company's AZZ Metal Coatings segment. The goodwill arising from this acquisition was allocated to the AZZ Metal Coatings segment and is expected to be deductible for income tax purposes.
54
The purchase price allocation was finalized during fiscal 2023. The following table summarizes the fair values of the allocation of assets acquired and liabilities assumed, in aggregate, related to the Steel Creek acquisition, as of the date of the acquisition (in thousands):
| January 3, 2022 | ||||||||
| Assets | ||||||||
| Accounts receivable | $ | 575 | ||||||
| Inventories | 3,593 | |||||||
| Property, plant and equipment | 15,796 | |||||||
| Intangibles | 872 | |||||||
| Goodwill | 7,755 | |||||||
| Total fair value of assets acquired | $ | 28,591 | ||||||
| Liabilities | ||||||||
| Accounts payable and other accrued liabilities | (765) | |||||||
| Contingent consideration | (2,826) | |||||||
| Total fair value of liabilities assumed | $ | (3,591) | ||||||
| Total purchase price, net of cash acquired | $ | 25,000 | ||||||
In addition to the initial cash payment upon closing, contingent consideration of up to $2.8 million is payable based on the achievement of specified operating results over the three-year period following completion of the acquisition.
6. Discontinued Operations and Other Divestitures
Discontinued Operations
In fiscal 2023, the Company continued to execute its plan to divest of non-core businesses. On September 30, 2022, AZZ contributed its AZZ Infrastructure Solutions segment, excluding AZZ Crowley Tubing ("AIS") to a joint venture, AIS Investment Holdings LLC (the "AIS JV") and sold a 60% interest in the AIS JV to Fernweh Group LLC ("Fernweh" at an implied enterprise value of AIS of $300.0 million.
Management previously committed to a plan to divest substantially all of the AIS segment. As part of recognizing the business as held for sale in accordance with GAAP, the Company was required to measure AIS at the lower of its carrying amount or fair value less cost to sell. As a result of this analysis, during fiscal 2023, the Company recognized an estimated non-cash, pre-tax loss on disposal of $159.9 million, which is included in "Loss on disposal of discontinued operations" in the consolidated statements of operations. The loss was determined by comparing the fair value of the consideration received for the sale of a 60% interest in the AIS JV and the fair value of the Company’s retained 40% investment in the AIS JV with the net assets of the AIS JV immediately prior to the transaction and includes $27.8 million from the derecognition of the cumulative translation adjustment related to its investment in foreign entities within the AIS segment.The fair value of the Company’s retained investment in the AIS JV was determined in a manner consistent with the transaction price received for the sale of the 60% interest in the AIS JV.
On September 30, 2022, when the AIS JV transaction closed, the joint venture was deconsolidated. The Company retained a 40% interest in the joint venture, which is now accounted for under the equity method of accounting. The proceeds from the sale consisted of approximately $108.0 million, as well as $120.0 million that was funded by committed debt financing taken on by the AIS JV immediately prior to the closing of the sale. The debt financing of the AIS JV did not impact the Company's existing credit facility. The Company used the cash received from the AIS JV to repay a portion of the Term Loan B, the Revolving Credit Facility and for general corporate purposes. See Note 8.
The divestiture of the AZZ Infrastructure Solutions segment represents an intentional strategic shift in our operations and will allow the Company to become a focused provider of coating and galvanizing solutions for critical applications. As a result, the results of the AIS segment were classified as discontinued operations in our condensed statements of operations and excluded from both continuing operations and segment results for all periods presented.
55
We have separately reported the assets and liabilities of the discontinued operations in the consolidated balance sheets. The assets and liabilities have been reflected as discontinued operations in the consolidated balance sheets as of February 28, 2022, and consist of the following (in thousands):
| As of February 28, | |||||||||||
| 2022 | |||||||||||
| Current assets of discontinued operations: | |||||||||||
| Cash and cash equivalents | $ | 3,000 | |||||||||
| Accounts receivable | 81,911 | ||||||||||
| Inventories | |||||||||||
| Raw materials | 36,581 | ||||||||||
| Work-in-process | 6,445 | ||||||||||
| Finished goods | 77 | ||||||||||
| Contract assets | 71,762 | ||||||||||
| Prepaid expenses and other | 1,888 | ||||||||||
| Total current assets of discontinued operations | 201,664 | ||||||||||
| Long-term assets of discontinued operations: | |||||||||||
| Property, plant and equipment | 37,490 | ||||||||||
| Right-of-use asset | 29,332 | ||||||||||
| Goodwill | 195,222 | ||||||||||
| Intangibles and other assets, net | 42,442 | ||||||||||
| Deferred tax asset | 1,726 | ||||||||||
| Total non-current assets of discontinued operations | 306,212 | ||||||||||
| Total assets of discontinued operations | $ | 507,876 | |||||||||
| Current liabilities of discontinued operations: | |||||||||||
| Accounts payable | 19,146 | ||||||||||
| Income tax payable | (264) | ||||||||||
| Accrued salaries and wages | 11,301 | ||||||||||
| Other accrued liabilities | 54,071 | ||||||||||
| Lease liability, short-term | 4,029 | ||||||||||
| Total current liabilities of discontinued operations | 88,283 | ||||||||||
| Long-term liabilities of discontinued operations: | |||||||||||
| Lease liability, long-term | 24,207 | ||||||||||
| Total long-term liabilities of discontinued operations | 24,207 | ||||||||||
| Total liabilities of discontinued operations | $ | 112,490 | |||||||||
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The results of operations from discontinued operations for the fiscal years 2023, 2022 and 2021, have been reflected as discontinued operations in the consolidated statements of operations and consist of the following (in thousands):
| Year Ended February 28, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Sales | $ | 256,224 | $ | 377,066 | $ | 358,343 | |||||||||||
| Cost of sales | 202,707 | 297,996 | 292,496 | ||||||||||||||
| Gross margin | 53,517 | 79,070 | 65,847 | ||||||||||||||
| Selling, general and administrative | 26,186 | 46,747 | 47,817 | ||||||||||||||
| Restructuring and impairment charges | — | (1,797) | 3,894 | ||||||||||||||
| Loss on disposal of discontinued operations | 159,910 | — | — | ||||||||||||||
| Operating income (loss) from discontinued operations | (132,579) | 34,120 | 14,136 | ||||||||||||||
| Interest expense | 8 | 32 | 187 | ||||||||||||||
| Other (income) expense, net | 6,270 | 774 | 1,383 | ||||||||||||||
| Income (loss) from discontinued operations before income tax | (138,857) | 33,314 | 12,566 | ||||||||||||||
| Income tax (benefit) expense | (19,544) | (891) | 135 | ||||||||||||||
| Net income (loss) from discontinued operations | $ | (119,313) | $ | 34,205 | $ | 12,431 | |||||||||||
| Earnings per common share from discontinued operations: | |||||||||||||||||
| Basic earnings (loss) per share | $ | (4.81) | $ | 1.38 | $ | 0.48 | |||||||||||
| Diluted earnings (loss) per share | $ | (4.78) | $ | 1.36 | $ | 0.48 | |||||||||||
We have included the net cash provided by discontinued operations in the consolidated statements of cash flows. The depreciation, amortization, capital expenditures, and significant operating and investing non-cash items of the discontinued operation for the following fiscal years 2023, 2022 and 2021, consists of the following (in thousands):
| Year Ended February 28, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Amortization and depreciation | $ | 7,279 | $ | 12,584 | $ | 12,508 | |||||||||||
| Purchase of property, plant and equipment | 4,831 | 4,815 | 9,901 | ||||||||||||||
| Non-cash loss on disposal of discontinued operations | 159,910 | — | — | ||||||||||||||
| Loss on disposal group held for sale | — | (1,797) | — | ||||||||||||||
| Loss on sale of property, plant and equipment | — | 147 | 36 | ||||||||||||||
| Write down of assets held for sale to estimated sales price | — | — | 3,161 | ||||||||||||||
Other Divestitures
During fiscal 2021, the Company executed a plan to divest certain non-core businesses.The Company closed on the sale of its Galvabar business and its AZZ SMS, LLC ("SMS") business. The Company recorded net proceeds of $8.3 million and a loss on the sale of the Galvabar business, which is included in the AZZ Metal Coatings segment, of $1.2 million. During fiscal 2021, the Company completed the sale of SMS, which is included in the AZZ Infrastructure Solutions segment, for net proceeds of $4.1 million. The Company recognized impairment charges of $0.9 million for SMS during the second quarter, and an additional loss on sale of $1.9 million during the third quarter of fiscal 2021. The loss of the sale of these businesses are included in "Restructuring and impairment charges" in the consolidated statements of income.
In addition, the Company closed a small number of AZZ Metal Coatings locations that were in underperforming and lower growth geographies during fiscal 2021.
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During fiscal 2021, the Company recognized certain charges related to the businesses sold, assets held for sale and assets that were abandoned, which are summarized in the table below:
| Year Ended February 28, 2021 | ||||||||||||||||||||
| Metal Coatings | Infrastructure Solutions | Total | ||||||||||||||||||
| Write down of assets held for sale to estimated sales price | $ | 2,652 | $ | 939 | $ | 3,591 | ||||||||||||||
| Write down of assets expected to be abandoned | 6,923 | — | 6,923 | |||||||||||||||||
| Loss on sale of subsidiaries | 1,221 | 1,859 | 3,080 | |||||||||||||||||
| Write down of excess inventory | 2,511 | — | 2,511 | |||||||||||||||||
| Total charges | $ | 13,307 | $ | 2,798 | $ | 16,105 | ||||||||||||||
As of February 28, 2023 and February 28, 2022, the Company had no restructuring liabilities outstanding.
7. Leases
The Company is a lessee under various leases for facilities and equipment. See Note 1 for a description of the Company's accounting policy for leases.
As of February 28, 2023, the Company was the lessee for 153 operating leases with terms of 12 months or more and 14 finance leases. Many of the operating leases either have renewal options of between one and five years or convert to month-to-month agreements at the end of the specified lease term.
The Company’s operating leases are primarily for (i) operating facilities, (ii) vehicles and equipment used in operations, (iii) facilities used for back-office functions and (iv) equipment used for back-office functions, and (v) temporary storage. The majority of the Company’s long-term lease expenses have both a fixed and variable component.
Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company has a significant number of short-term leases, including month-to-month agreements. The Company's short-term lease agreements include expenses incurred hourly, daily, monthly and for other durations of time of one year or less.
The Company’s future lease commitments as of February 28, 2023 do not reflect all of the Company’s short-term lease commitments.
The following table outlines the classification of the Company's right-of-use asset and lease liabilities in the balance sheets for fiscal 2023 and 2022 (in thousands):
| Balance Sheet Classification | As of February 28, | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| Assets | |||||||||||||||||
| Right-of-use assets | Right-of-use assets | $ | 26,392 | $ | 13,954 | ||||||||||||
| Liabilities | |||||||||||||||||
| Operating lease liabilities ― short-term | Lease liability - short-term | $ | 6,119 | $ | 3,131 | ||||||||||||
| Operating lease liabilities ― long-term | Lease liability - long-term | 19,659 | 10,798 | ||||||||||||||
| Finance lease liabilities ― short-term | Lease liability - short-term | 284 | 158 | ||||||||||||||
| Finance lease liabilities ― long-term | Lease liability - long-term | 1,045 | 605 | ||||||||||||||
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Supplemental information related to the Company's portfolio of operating leases was as follows (in thousands, except years and percentages):
| 2023 | 2022 | ||||||||||
| Operating cash flows from operating leases included in lease liabilities | $ | 5,832 | $ | 3,965 | |||||||
| Lease liabilities obtained from new ROU assets - operating | $ | 3,986 | $ | 491 | |||||||
| Weighted-average remaining lease term - operating leases | 5.04 years | 5.29 years | |||||||||
| Weighted-average discount rate - operating leases | 4.31 | % | 4.22 | % | |||||||
| Operating and financing cash flows from financing leases included in lease liabilities | $ | 219 | $ | 104 | |||||||
| Lease liabilities obtained from new ROU assets - financing | $ | 420 | $ | 216 | |||||||
| Weighted-average remaining lease term - financing leases | 4.61 years | 4.87 years | |||||||||
| Weighted-average discount rate - financing leases | 5.15 | % | 2.90 | % | |||||||
The following table outlines the classification of lease expense related to operating leases from continuing operations in the statements of income for fiscal 2023, 2022, and 2021 (in thousands):
| Year Ended February 28, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Cost of sales | $ | 12,409 | $ | 6,837 | $ | 7,254 | |||||||||||
| Selling, general and administrative | 1,858 | 1,264 | 1,619 | ||||||||||||||
| Total lease cost | $ | 14,267 | $ | 8,101 | $ | 8,873 | |||||||||||
As of February 28, 2023, maturities of the Company's lease liabilities, excluding lease liabilities associated with our discontinued operations, were as follows (in thousands):
| Fiscal year: | Operating Leases | Finance Leases | Total | ||||||||||||||
| 2024 | $ | 7,079 | $ | 344 | $ | 7,423 | |||||||||||
| 2025 | 6,267 | 344 | 6,611 | ||||||||||||||
| 2026 | 5,392 | 300 | 5,692 | ||||||||||||||
| 2027 | 4,242 | 268 | 4,510 | ||||||||||||||
| 2028 | 2,201 | 195 | 2,396 | ||||||||||||||
| Thereafter | 3,438 | 43 | 3,481 | ||||||||||||||
| Total lease payments | $ | 28,619 | $ | 1,494 | $ | 30,113 | |||||||||||
| Less imputed interest | (2,841) | (165) | (3,006) | ||||||||||||||
| Total | $ | 25,778 | $ | 1,329 | $ | 27,107 | |||||||||||
The Company subleases multiple buildings in Columbia, South Carolina to multiple subtenants. The sublease agreements are by and between Precoat Metals and multiple subtenants. Sublease income is recognized over the term of the sublease on a straight-line basis and is reported in the consolidated statement of operations in "Other (income) expense." The Company recognized $0.8 million of income from subleases during fiscal year 2023.
8. Debt
The Company’s long-term debt instruments and balances outstanding as of February 28, 2023 and February 28, 2022 were as follows (in thousands):
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| February 28, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Revolving Credit Facility | $ | 95,000 | $ | 77,000 | ||||||||||
| 2020 Senior Notes | — | 150,000 | ||||||||||||
| Term Loan B | 1,030,250 | — | ||||||||||||
| Total debt, gross | $ | 1,125,250 | $ | 227,000 | ||||||||||
| Unamortized debt issuance costs | (67,130) | (516) | ||||||||||||
| Long-term debt, net | $ | 1,058,120 | $ | 226,484 | ||||||||||
2021 Credit Agreement
On July 8, 2021, the Company entered into a five-year unsecured revolving credit facility under a credit agreement, by and among the Company, borrower, Citibank, N.A., as administrative agent and the other agents and lender parties thereto (the "2021 Credit Agreement"). The 2021 Credit Agreement was scheduled to mature in July 2026 and included the following significant terms;
i.provided for a senior unsecured revolving credit facility with a principal amount of up to $400.0 million revolving loan commitments, and included an additional $200.0 million uncommitted incremental accordion facility,
ii.interest rate margin ranges from 87.5 bps to 175 bps for Eurodollar Rate loans, and from 0.0 bps to 75 bps for Base Rate loans, depending on leverage ratio of the Company and its consolidated subsidiaries as a group,
iii.included a letter of credit sub-facility up to $85.0 million for the issuance of standby and commercial letters of credit,
iv.included a $50.0 million sublimit for swing line loans,
v.included customary representations and warranties, affirmative covenants and negative covenants, and events of default, including restrictions on incurrence of non-ordinary course debt, investment and dividends, subject to various exceptions, carve-outs and baskets, and
vi.included a maximum leverage ratio financial covenant and an interest coverage ratio financial covenant, each were tested at quarter end.
On May 13, 2022, the 2021 Credit Agreement was repaid with proceeds from the 2022 Credit Agreement, which is described below.
2020 Senior Notes
On October 9, 2020, the Company completed a private placement transaction and entered into a Note Purchase Agreement, whereby the Company agreed to borrow $150.0 million of senior unsecured notes (the "2020 Senior Notes"), consisting of two separate tranches:
•7-year borrowing: $70.0 million priced at 2.77% coupon; and
•12-year borrowing: $80.0 million priced at 3.17% coupon.
The $80.0 million tranche was funded on December 17, 2020. The $70.0 million tranche was funded in January 2021. The Company used the proceeds to repay the existing $125.0 million 5.42% Senior Notes that matured on January 20, 2021, as well as for general corporate purposes. Interest on the 2020 Senior Notes was paid semi-annually. In connection with the 2020 Senior Notes, the Company incurred debt issuance costs of approximately $0.6 million. These costs were allocated between the two tranches and were amortized over periods of seven and 12 years.
On May 13, 2022, the 2020 Senior Notes were repaid with proceeds from the 2022 Credit Agreement, which is described below.
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2022 Credit Agreement and Term Loan B
On May 13, 2022, the Company replaced the 2021 Credit Agreement with a new Credit Agreement (the "2022 Credit Agreement") by and among the Company, borrower, Citibank, N.A., as administrative and collateral agent, and the other agents and lender parties thereto the 2022 Credit Agreement. The 2022 Credit Agreement includes the following significant terms;
i.provides for a senior secured initial term loan in the aggregate principal amount of $1.3 billion (the "Term Loan B"), due May 13, 2029, which is secured by substantially all of the assets of the Company;
ii.provides for a maximum senior secured revolving credit facility in the aggregate principal amount of $400.0 million (the "Revolving Credit Facility"), due May 13, 2027;
iii.includes a letter of credit sub-facility of up to $100.0 million, which is part of, and not in addition to, the Revolving Credit Facility;
iv.borrowings under the Term Loan B and the Revolving Credit Facility each bear an interest rate of Secured Overnight Financing Rate ("SOFR") plus 4.25%;
v.includes customary affirmative and negative covenants, and events of default; including restrictions on the incurrence of non-ordinary course debt, investment and dividends, subject to various exceptions, and;
vi.includes a maximum quarterly leverage ratio financial covenant with reporting requirements at each quarter-end;
The Company utilizes proceeds from the Revolving Credit Facility primarily to finance working capital needs, capital improvements, dividends, acquisitions and for general corporate purposes. The proceeds of the Term Loan B were used to finance a portion of the Precoat Acquisition, pay transaction-related costs owed under the Securities Purchase Agreement (defined below) and refinance certain prior indebtedness, including the repayment of outstanding borrowings under the 2021 Credit Agreement. The proceeds were also utilized to redeem 100% of the Company’s 2020 Senior Notes on June 6, 2022.
As defined in the credit agreement, quarterly prepayments will be made against the outstanding principal of the Term Loan B and are payable on the last business day of each May, August, November and February, beginning August 31, 2022, in a quarterly aggregate principal amount of $3.25 million, with the entire remaining principal amount due on May 13, 2029, the maturity date. Additional prepayments made against the Term Loan B contribute to these required quarterly payments. On September 30, 2022, $240.0 million was applied to the Term Loan B in connection with the sale of AIS. As a result of this prepayment, the quarterly mandatory principal payment requirement has been met, and the quarterly payments of $3.25 million are no longer required.
The effective interest rate for the Revolving Credit Facility and the Term Loan B was 8.81% at February 28, 2023.
The Company's credit agreement requires the Company to maintain a maximum Total Net Leverage Ratio (as defined in the loan agreement) no greater than 6.25 through November 2022. For each subsequent quarter, the maximum ratio decreases by 25 basis points through May 31, 2024, when the maximum Total Net Leverage Ratio reaches 4.5. The leverage ratio as of February 28, 2023 was 5.75.
Convertible Subordinated Notes
On May 13, 2022, the Company completed the issuance of $240.0 million aggregate principal amount of 6.00% convertible subordinated notes due June 30, 2030 (the "Convertible Notes") pursuant to the Securities Purchase Agreement (the "Securities Purchase Agreement") with BTO Pegasus Holdings DE L.P., a Delaware limited partnership (together with its assignees, "Blackstone"), an investment vehicle of funds affiliated with Blackstone Inc. Interest on the Convertible Notes was payable on June 30 and December 31. The Convertible Notes were exchanged for 240,000 shares of the Company's 6.0% Series A Convertible Preferred Stock on August 5, 2022, following the receipt of shareholder approval for the issuance of preferred shares. See Note 10 for a description of the Series A Convertible Preferred Stock.
The Company used the proceeds of the Convertible Notes, along with the Term Loan B, to fund the Company’s Precoat Acquisition.
As of February 28, 2023, we had $1,125.3 million of floating- and fixed-rate notes outstanding with varying maturities through fiscal 2029 and we were in compliance with all of the covenants related to these outstanding borrowings. As of February 28, 2023, we had approximately $288.5 million of additional credit available for future draws or letters of credit.
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During the year ended February 28, 2023, the Company utilized a significant portion of the cash received from the AIS JV to reduce the Term Loan B, and utilized the remaining cash received to reduce the Revolving Credit Facility and for general corporate purposes.
The Company's debt agreements require the Company to maintain certain financial ratios. As of February 28, 2023, the Company was in compliance with all covenants or other requirements set forth in the debt agreements.
Letters of Credit
As of February 28, 2023, we had total outstanding letters of credit in the amount of $16.7 million. These letters of credit are issued for a number of reasons, but are most commonly issued in lieu of customer retention withholding payments covering warranty, performance periods and insurance collateral.
For each of the five years after February 28, 2023, required principal payments under the terms of the long-term debt are as follows (dollars in thousands):
| Fiscal Year: | Future Debt Maturities | |||||||
| 2024 | $ | — | ||||||
| 2025 | — | |||||||
| 2026 | — | |||||||
| 2027 | 95,000 | |||||||
| 2028 | — | |||||||
| Thereafter | 1,030,250 | |||||||
| Total | $ | 1,125,250 | ||||||
9. Income Taxes
The provision for income taxes for continuing and discontinued operations for fiscal year 2020, 20192023, 2022 and 20182021 consisted of the following (in thousands):
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Income from continuing operations before income taxes | ||||||||||||||||||||
| Domestic | $ | 80,508 | $ | 67,697 | $ | 36,087 | ||||||||||||||
| Foreign | 8,167 | 5,334 | 2,344 | |||||||||||||||||
| Income from continuing operations before income taxes | $ | 88,675 | $ | 73,031 | $ | 38,431 | ||||||||||||||
| Current provision: | ||||||||||||||||||||
| Federal | $ | (1,848) | $ | 17,994 | $ | 11,003 | ||||||||||||||
| Foreign | 2,127 | 2,003 | 177 | |||||||||||||||||
| State and local | 5,918 | 2,761 | 2,292 | |||||||||||||||||
| Total current provision for income taxes | $ | 6,197 | $ | 22,758 | $ | 13,472 | ||||||||||||||
| Deferred provision (benefit): | ||||||||||||||||||||
| Federal | $ | 17,273 | $ | 933 | $ | (3,331) | ||||||||||||||
| Foreign | (24) | (491) | (775) | |||||||||||||||||
| State and local | (1,110) | 14 | 1,882 | |||||||||||||||||
| Total deferred provision for (benefit from) income taxes for continuing operations | $ | 16,139 | $ | 456 | $ | (2,224) | ||||||||||||||
| Total provision for income taxes for continuing operations | $ | 22,336 | $ | 23,214 | $ | 11,248 | ||||||||||||||
| Income taxes (benefit) on discontinued operations | (19,544) | (891) | 135 | |||||||||||||||||
| Total provision for income taxes | $ | 2,792 | $ | 22,323 | $ | 11,383 | ||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||
| Income before income taxes: | ||||||||||||
| Domestic | $ | 44,406 | $ | 48,261 | $ | 24,282 | ||||||
| Foreign | 20,484 | 14,744 | 6,617 | |||||||||
| Income before income taxes | $ | 64,890 | $ | 63,005 | $ | 30,899 | ||||||
| Current provision: | ||||||||||||
| Federal | $ | 12,563 | $ | 4,251 | $ | 3,445 | ||||||
| Foreign | 5,259 | 2,829 | 1,958 | |||||||||
| State and local | 1,451 | 986 | 964 | |||||||||
| Total current provision for income taxes | $ | 19,273 | $ | 8,066 | $ | 6,367 | ||||||
| Deferred provision (benefit): | ||||||||||||
| Federal | $ | (1,452 | ) | $ | 2,970 | $ | (20,220 | ) | ||||
| Foreign | (21 | ) | 539 | 100 | ||||||||
| State and local | (1,144 | ) | 222 | (517 | ) | |||||||
| Total deferred provision for (benefit from) income taxes | $ | (2,617 | ) | $ | 3,731 | $ | (20,637 | ) | ||||
| Total provision for (benefit from) income taxes | $ | 16,656 | $ | 11,797 | $ | (14,270 | ) | |||||
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A reconciliation from the federal statutory income tax rate to the effective income tax rate for continuing operations is as follows for the prior three fiscal years:
| 2020 | 2019 | 2018 | |||||||
| Statutory federal income tax rate | 21.0 | % | 21.0 | % | 32.7 | % | |||
| Permanent differences | 0.1 | 0.5 | 1.6 | ||||||
| State income taxes, net of federal income tax benefit | — | 0.4 | 0.4 | ||||||
| Benefit of Section 199 of the Code, manufacturing deduction | — | — | (2.2 | ) | |||||
| Valuation allowance | — | (0.7 | ) | — | |||||
| Stock compensation | — | 0.5 | (0.5 | ) | |||||
| Tax credits | 2.0 | (4.1 | ) | (7.7 | ) | ||||
| Foreign tax rate differential | 1.4 | 1.1 | (0.4 | ) | |||||
| Deferred tax remeasurements | — | — | (78.9 | ) | |||||
| Uncertain tax positions | 1.4 | — | — | ||||||
| Transition tax | — | — | 8.6 | ||||||
| Other | (0.2 | ) | — | 0.2 | |||||
| Effective income tax rate | 25.7 | % | 18.7 | % | (46.2 | )% | |||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Statutory federal income tax rate | 21.0 | % | 21.0 | % | 21.0 | % | ||||||||||||||
| Permanent differences | 0.6 | (0.2) | (12.5) | |||||||||||||||||
| State income taxes, net of federal income tax benefit | 4.4 | 3.0 | 7.3 | |||||||||||||||||
| Stock compensation | 0.1 | 0.1 | 1.5 | |||||||||||||||||
| Tax credits | (0.0) | (0.3) | (1.8) | |||||||||||||||||
| Foreign tax rate differential | 0.4 | 0.4 | — | |||||||||||||||||
| Uncertain tax positions | (1.5) | (1.7) | 1.1 | |||||||||||||||||
| Audit settlement | — | 0.6 | 2.5 | |||||||||||||||||
| Management fee | 3.2 | 6.2 | 10.0 | |||||||||||||||||
| Outside basis - AIS JV | (3.7) | — | — | |||||||||||||||||
| Other | 0.7 | 2.8 | 0.2 | |||||||||||||||||
| Effective income tax rate | 25.2 | % | 31.9 | % | 29.3 | % | ||||||||||||||
Deferred federal and state income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial accounting purposes and the amounts used for income tax purposes. Significant components of the Company’s net deferred income tax liability for continuing operations are as follows as of February 29, 2020for fiscal year 2023 and February 28, 20192022 (in thousands):
| 2020 | 2019 | |||||||
| Deferred income tax assets: | ||||||||
| Employee related items | $ | 3,194 | $ | 4,177 | ||||
| Inventories | 823 | 758 | ||||||
| Accrued warranty | 548 | 369 | ||||||
| Accounts receivable | 1,379 | (2,092 | ) | |||||
| Lease liabilities | 10,601 | — | ||||||
| Net operating loss carry forward | 5,845 | 7,173 | ||||||
| 22,390 | 10,385 | |||||||
| Less: valuation allowance | (725 | ) | (3,015 | ) | ||||
| Total deferred income tax assets | 21,665 | 7,370 | ||||||
| Deferred income tax liabilities: | ||||||||
| Depreciation methods and property basis differences | (21,447 | ) | (19,066 | ) | ||||
| Right-of-use lease assets | (10,299 | ) | — | |||||
| Other assets and tax-deductible goodwill | (27,845 | ) | (24,927 | ) | ||||
| Total deferred income tax liabilities | (59,591 | ) | (43,993 | ) | ||||
| Net deferred income tax liabilities | $ | (37,926 | ) | $ | (36,623 | ) | ||
| 2023 | 2022 | |||||||||||||
| Deferred income tax assets: | ||||||||||||||
| Employee related items | $ | 12,607 | $ | 3,750 | ||||||||||
| Inventories | 6,639 | 6,536 | ||||||||||||
| Accrued warranty | 761 | 459 | ||||||||||||
| Accounts receivable | 1,603 | — | ||||||||||||
| Lease liabilities | 6,643 | 7,981 | ||||||||||||
| Net operating loss and other credit carry-forwards | 1,842 | 5,575 | ||||||||||||
| Research and experiment expense | 5,222 | — | ||||||||||||
| Interest expense limitation | 15,362 | 686 | ||||||||||||
| Outside basis difference - JV | 3,471 | — | ||||||||||||
| Other deferred income tax assets | 860 | 92 | ||||||||||||
| $ | 55,010 | $ | 25,079 | |||||||||||
| Less: valuation allowance | — | — | ||||||||||||
| Total deferred income tax assets | 55,010 | 25,079 | ||||||||||||
| Deferred income tax liabilities: | ||||||||||||||
| Depreciation methods and property basis differences | $ | (48,604) | $ | (20,723) | ||||||||||
| Right-of-use lease assets | (6,384) | (7,596) | ||||||||||||
| Accounts receivable | — | (619) | ||||||||||||
| Other assets and tax-deductible goodwill | (28,091) | (40,358) | ||||||||||||
| Total deferred income tax liabilities | (83,079) | (69,296) | ||||||||||||
| Net deferred income tax liabilities | $ | (28,069) | $ | (44,217) | ||||||||||
| 2020 | 2019 | |||||||
| Federal | $ | — | $ | — | ||||
| State | $ | 5,120 | $ | 6,352 | ||||
| Foreign | $ | 725 | $ | 821 | ||||
The decrease in the net deferred tax liability is primarily related to the impact of increases in certain deferred tax assets related to the current deductibility of interest, additional capitalized research and development expenditures, due to recently effective tax legislation and increased limitations on the current deductibility of certain employee related costs, partially offset by overall net increases in deferred tax liabilities principally associated with property, plant and equipment. As of February 29, 202028, 2023, the Company had pretax state NOL carry-forwards of $113.115.1 million which, if unused, will begin to expire in 2026.2023 and pretax foreign NOL carry-forwards of $0.3 million, which, if unused, will begin to expire in 2043.
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As of fiscal year end 20202023 and 2019,2022, a portion of the Company's deferred tax assets were the result of state and foreign jurisdiction NOL carry-forwards and state credit carry-forwards. The Company believes that it is more likely than notmore-likely-than-not that the benefit from certain foreign NOL carry forwardscarry-forwards and state credit carry-forwards will not be realized. In recognition of this risk,Therefore, the Company has not provided a valuation allowance of $0.7 million and $3.0 million as offor fiscal year end 2020 and 2019, respectively.2023.
The calculation of the Company's tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across the Company's global operations. Generally accepted accounting principles in the United States of America ("GAAP") states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. The Company may (1) record unrecognized tax benefits as liabilities in accordance with GAAP and (2) adjust these liabilities when the Company's judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company's current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available
A reconciliation of the beginning and ending balance of total unrecognized tax benefits, which is included in "Other long-term liabilities" in the consolidated balance sheets for the yearyears ended February 29, 202028, 2023 and 2022 is as follows (in thousands):
| 2023 | 2022 | |||||||||||||
| Balance at beginning of period | $ | 2,294 | $ | 3,350 | ||||||||||
| Increase for tax positions related to current periods: | ||||||||||||||
| Gross increases | 195 | 513 | ||||||||||||
| Gross decreases | — | (260) | ||||||||||||
| Increase for tax positions related to prior periods: | ||||||||||||||
| Gross increases | 2,653 | 997 | ||||||||||||
| Gross decreases | (729) | (356) | ||||||||||||
| Decreases related to settlements with taxing authorities | (175) | (691) | ||||||||||||
| Lapse of statute of limitations | (571) | (1,259) | ||||||||||||
| Balance at end of period | $ | 3,667 | $ | 2,294 | ||||||||||
| 2020 | ||||
| Balance at beginning of period | $ | — | ||
| Increase for tax positions related to prior periods: | ||||
| Gross increases | 2,531 | |||
| Balance at end of period | $ | 2,531 | ||
The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. Accrued interested and penalties included in the long-term liabilities related to penaltiesPenalties and interest credited for prior periods was $0.9fiscal 2023 and 2022 were $0.1 million as of February 29, 2020.and $(0.2) million, respectively.
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10. Equity
Share Repurchases
On January 19, 2012, the Company's Board of Directors authorized the repurchase of up to ten percent of the then outstanding shares of the Company's common stock (the "2012 Authorization"). The 2012 Authorization did not have an expiration date, and Intangible Assetsthe amount and prices paid for any future share purchases under the authorization were to be based on market conditions and other factors at the time of the purchase. Repurchases under the 2012 Authorization were made through open market purchases or private transactions.
During fiscal 2023, to prioritize repayments of debt, including debt incurred to finance the Precoat Acquisition, the Company did not repurchase shares of common stock under the 2020 Share Authorization. During fiscal 2022, the Company repurchased 601,822 shares of common stock for $30.8 million, or $51.20 per share. During fiscal 2021, the Company repurchased 330,829 shares of common stock for $16.0 million, or $48.36 per share under the 2020 Share Authorization, and repurchased 882,916 shares of common stock for $32.3 million, or $36.60 per share under the Company's previous share authorization from 2012.
Series A Convertible Preferred Stock
On August 5, 2022, the Company exchanged the Convertible Notes for 240,000 shares of 6.0% Series A Convertible Preferred Stock, following the receipt of shareholder approval for the issuance of preferred stock. The Series A Convertible Preferred Stock is convertible by the holder at any time into shares of the Company's common stock at a conversion price of $58.30 per common share. The preferred stock accumulates a 6.0% dividend per annum. Dividends are not amortized butpayable quarterly on March 31, June 30, September 30 and December 31 of each year. In addition, the preferred shares are subject to annual impairment tests. Other intangible assets are amortized over their estimated useful lives.a minimum conversion threshold of 1,000 shares per conversion, and customary anti-dilution and dividend adjustments. The preferred shares have full voting rights as if converted and have a fully participating liquidation preference.
As of February 28, 2023, the 240,000 shares of outstanding Series A Convertible Preferred Stock had accrued dividends of $2.4 million and could be converted into 4.1 million shares of common stock, at the option of the holder.
| 2020 | ||||||||||||||||||||||||
| Segment | Opening Balance | Acquisitions | Divestiture | Other | Currency Translation Adjustment | Closing Balance | ||||||||||||||||||
| Metal Coatings | $ | 116,691 | $ | 39,419 | $ | — | $ | 1,413 | $ | (475 | ) | $ | 157,048 | |||||||||||
| Energy | 207,065 | — | (7,888 | ) | — | 199,177 | ||||||||||||||||||
| Total | $ | 323,756 | $ | 39,419 | $ | (7,888 | ) | $ | 1,413 | $ | (475 | ) | $ | 356,225 | ||||||||||
| 2019 | ||||||||||||||||
| Segment | Opening Balance | Acquisitions | Currency Translation Adjustment | Closing Balance | ||||||||||||
| Metal Coatings | $ | 117,232 | $ | 73 | $ | (614 | ) | $ | 116,691 | |||||||
| Energy | 204,075 | 2,990 | — | 207,065 | ||||||||||||
| Total | $ | 321,307 | $ | 3,063 | $ | (614 | ) | $ | 323,756 | |||||||
| 2020 | 2019 | |||||||
| Customer related intangibles | $ | 177,090 | $ | 191,460 | ||||
| Non-compete agreements | 8,659 | 8,546 | ||||||
| Trademarks | 1,469 | 4,569 | ||||||
| Technology | 2,554 | 7,400 | ||||||
| Engineering drawings | — | 24,600 | ||||||
| Backlog | — | 7,600 | ||||||
| Gross intangible assets | 189,772 | 244,175 | ||||||
| Less accumulated amortization | (91,298 | ) | (122,199 | ) | ||||
| Total, net | $ | 98,474 | $ | 121,976 | ||||
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| Foreign Currency Translation Gain (Loss) | Net Actuarial Gain (Loss), Net of Tax | Interest Rate Swap, Net of Tax | Total | ||||||||||||||||||||
| Balance as of February 29, 2020 | $ | (30,949) | $ | — | $ | 50 | $ | (30,899) | |||||||||||||||
| Other comprehensive income (loss) before reclassification | 5,865 | — | (50) | 5,815 | |||||||||||||||||||
| Amounts reclassified from AOCI | — | — | — | — | |||||||||||||||||||
| Net change in AOCI | 5,865 | — | (50) | 5,815 | |||||||||||||||||||
| Balance as of February 28, 2021 | $ | (25,084) | $ | — | $ | — | $ | (25,084) | |||||||||||||||
| Other comprehensive income (loss) before reclassification | (2,240) | — | — | (2,240) | |||||||||||||||||||
| Amounts reclassified from AOCI | — | — | — | — | |||||||||||||||||||
| Net change in AOCI | (2,240) | — | — | (2,240) | |||||||||||||||||||
| Balance at February 28, 2022 | $ | (27,324) | $ | — | $ | — | $ | (27,324) | |||||||||||||||
| Other comprehensive income (loss) before reclassification | (7,997) | 119 | 2,740 | (5,138) | |||||||||||||||||||
| Amounts reclassified from AOCI | 27,750 | — | 139 | 27,889 | |||||||||||||||||||
| Net change in AOCI | 19,753 | 119 | 2,879 | 22,751 | |||||||||||||||||||
| Balance as of February 28, 2023 | $ | (7,571) | $ | 119 | $ | 2,879 | $ | (4,573) | |||||||||||||||
| 2021 | $ | 12,497 | ||
| 2022 | 12,462 | |||
| 2023 | 12,086 | |||
| 2024 | 10,151 | |||
| 2025 | 9,307 | |||
| Thereafter | 41,971 | |||
| Total | $ | 98,474 | ||
Basic earnings per share is based on the weighted average number of common shares outstanding during each year. Diluted earnings per share is calculated by giving effect to the potential dilution that could occur if securities or other contracts to issue common shares were similarly computed but have been adjusted forexercised and converted into common shares during the dilutive effectyear.
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AZZ INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table sets forth the computation of basic and diluted earnings per share for fiscal year 2020, 2019years 2023, 2022 and 20182021 (in thousands, except per share data):
| 2020 | 2019 | 2018 | ||||||||||
| Numerator: | ||||||||||||
| Net income for basic and diluted earnings per common share | $ | 48,234 | $ | 51,208 | $ | 45,169 | ||||||
| Denominator: | ||||||||||||
| Denominator for basic earnings per common share–weighted average shares | 26,191 | 26,038 | 25,970 | |||||||||
| Effect of dilutive securities: | ||||||||||||
| Employee and director stock awards | 90 | 69 | 66 | |||||||||
| Denominator for diluted earnings per common share | 26,281 | 26,107 | 26,036 | |||||||||
| Earnings per share basic and diluted: | ||||||||||||
| Basic earnings per common share | $ | 1.84 | $ | 1.97 | $ | 1.74 | ||||||
| Diluted earnings per common share | $ | 1.84 | $ | 1.96 | $ | 1.73 | ||||||
| Year Ended February 28, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Numerator: | ||||||||||||||||||||
| Net income from continuing operations | $ | 66,339 | $ | 49,817 | $ | 27,183 | ||||||||||||||
| Dividends on preferred stock | (8,240) | — | — | |||||||||||||||||
| Net income from continuing operations available to common shareholders | $ | 58,099 | $ | 49,817 | $ | 27,183 | ||||||||||||||
| Net income (loss) from discontinued operations | $ | (119,313) | $ | 34,205 | $ | 12,431 | ||||||||||||||
| Net income (loss) available to common shareholders | $ | (61,214) | $ | 84,022 | $ | 39,614 | ||||||||||||||
| Denominator: | ||||||||||||||||||||
| Weighted average shares outstanding for basic earnings per share | 24,828 | 24,855 | 25,897 | |||||||||||||||||
| Effect of dilutive securities: | ||||||||||||||||||||
| Employee and director stock awards | 150 | 222 | 148 | |||||||||||||||||
| Denominator for diluted earnings per share | 24,978 | 25,077 | 26,045 | |||||||||||||||||
| Basic earnings (loss) per share | ||||||||||||||||||||
| Earnings (loss) per common share from continuing operations | $ | 2.34 | $ | 2.00 | $ | 1.05 | ||||||||||||||
| Earnings (loss) per common share from discontinued operations | $ | (4.81) | $ | 1.38 | $ | 0.48 | ||||||||||||||
| Earnings (loss) per common share | $ | (2.47) | $ | 3.38 | $ | 1.53 | ||||||||||||||
| Diluted earnings (loss) per share | ||||||||||||||||||||
| Earnings (loss) per common share from continuing operations | $ | 2.33 | $ | 1.99 | $ | 1.04 | ||||||||||||||
| Earnings (loss) per common share from discontinued operations | $ | (4.78) | $ | 1.36 | $ | 0.48 | ||||||||||||||
| Earnings (loss) per common share | $ | (2.45) | $ | 3.35 | $ | 1.52 | ||||||||||||||
For both fiscal 20202023, 2022 and 2019,2021, approximately 0.1$0.1 million, $0.1 million and $0.2 million employee equity awards were excluded from the computation of diluted earnings per share as their effect would have been anti-dilutive. For fiscal 2018, no such equity awardsAll shares related to the Series A Convertible Preferred Stock (2.3 million weighted average shares) were excluded from the computation of diluted earnings per share.share as their effect would be anti-dilutive. These shares could be dilutive in future periods.
401(k) Retirement Plan
The Company has a 401(k) retirement plan covering substantially all of its employees. Company contributions to the 401(k) retirement plan were $5.6 million, $3.1 million, and $2.8 million for fiscal 2023, 2022, and 2021, respectively.
Pension and Employee Benefit Obligations
As of February 28, 2023, the Company has a defined benefit pension plan for certain employees employed by Precoat Metals as of May 13, 2022 (the "Plan"). Prior to acquisition, benefit accruals were frozen for all participants. After the freeze, participants did not accrue any benefits under the Plan, and any new hires are not eligible to participate in the Plan. The fair value of Plan assets, projected benefit obligation and funding status of the Plan as of the date of acquisitions was $112.4 million, $144.9 million and $32.5 million, respectively. As of February 28, 2023, the fair value of Plan assets, projected benefit obligation and funding status of the Plan was $100.5 million, $131.8 million and $31.3 million, respectively. Changes in funding status since May 13, 2022, consisted of interest cost of $5.3 million, expected return on plan assets of $4.7 million, actuarial gain of $0.2 million and employer contributions of $1.6 million. Assumptions used to determine benefit obligations as of May 13, 2022, and February 28, 2023, included weighted average discount rates of 4.76% and 5.59%, respectively.
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The Company’s investment strategy is to build an efficient, well diversified portfolio based on a long-term strategic outlook of the investment markets. The investment markets outlook utilizes both the historical based and forward-looking return forecasts to establish future return expectations for various asset classes. These return expectations are used to develop a core asset allocation based on the specific needs of the plan. The core asset allocation utilizes investment portfolios of various asset classes and investment managers in order to maximize the plan’s return while providing layers of diversification to minimize risk. Plan assets of $100.5 million as of February 28, 2023, consisted of 2.2% cash, 34.8% equity and 63.0% fixed income and debt.
Net periodic benefit costs related to plan was $0.6 million for fiscal 2023. Weighted-average assumptions used to determine net periodic benefit cost included discount rate and expected long-term return on plan assets of 4.76% and 5.50%, respectively.
In fiscal 2024, the Company expects to contribute $1.1 million to the Plan. Future benefit payments are expected to be $12.2 million, $11.7 million, $11.6 million, $11.4 million, $11.2 million and $51.0 million in fiscal years 2024, 2025, 2026, 2027, 2028 and fiscal years 2029 through 2033, respectively.
13. Share-based Compensation
The Company has 2one share-based compensation plans,plan, the 2014 Long Term Incentive Plan (the "2014 Plan") and. The Company terminated its previous plan, the Amended and Restated 2005 Long Term Incentive Plan (the “2005 Plan”"2005 Plan")., upon the effective date of the 2014 Plan, and no future grants may be made under the 2005 Plan. The 2005 Plan permitted the granting of stock appreciation rights and other equity-based awards to certain employees.
The 2014 Plan provides for broad-based equity grants to employees, including executive officers, and members of the board of directors and permits the granting of restricted shares, restricted stock units, performance awards, stock appreciation rights and other stock-based awards. The maximum number of shares that may be issued under the 2014 Plan is 1.5 million shares and, as of February 29, 2020,28, 2023, the Company had approximately 1.30.4 million shares reserved for future issuance under this plan.
The Company accounts for its share-based employee compensation plans in accordance with ASC 718, Compensation—Stock Compensation. The Company recognizes compensation expense over the requisite service period, which is in line with the applicable vesting period for each share-based award.
Restricted Stock Unit Awards
Restricted stock unit ("RSU") awards are valued at the market price of the Company's common stock on the grant date. Awards generally vest ratably over a period of three years, but these awards may vest earlyearlier in accordance with the Plan’s accelerated vesting provisions. RSU awards have dividend equivalent rights (“DERs”("DERs"), which entitle holders of RSUs to the same dividend value per share as holders of common stock. DERs are subject to the same vesting and other terms and conditions as the corresponding unvested RSUs. DERs are accumulated and paid when the underlyingawards vest and shares vest.are issued.
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A summary of the Company's restricted stock unitRSU award activity (including DERs) for the year ended February 29, 2020fiscal years 2023, 2022, and 2021 is as follows:
| Restricted Stock Units | Weighted Average Grant Date Fair Value | ||||||
| Outstanding at beginning of year | 146,532 | $ | 48.93 | ||||
| Granted | 140,070 | 43.86 | |||||
| Vested | (84,595 | ) | 54.63 | ||||
| Forfeited | (7,061 | ) | 45.30 | ||||
| Outstanding at end of year | 194,946 | $ | 44.34 | ||||
| Year Ended February 28, | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||||||||||||||||||||
| Restricted Stock Units | Weighted Average Grant Date Fair Value | Restricted Stock Units | Weighted Average Grant Date Fair Value | Restricted Stock Units | Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||||||||
| Outstanding at beginning of year | 214,098 | $ | 41.24 | 226,446 | $ | 35.66 | 194,946 | $ | 44.34 | ||||||||||||||||||||||||||
| Granted | 148,595 | 44.60 | 77,787 | 51.23 | 131,120 | 28.78 | |||||||||||||||||||||||||||||
| Vested | (136,197) | 41.16 | (84,060) | 35.78 | (70,913) | 45.67 | |||||||||||||||||||||||||||||
| Forfeited | (25,527) | 43.72 | (6,075) | 39.02 | (28,707) | 36.59 | |||||||||||||||||||||||||||||
| Outstanding at end of year | 200,969 | $ | 43.50 | 214,098 | $ | 41.24 | 226,446 | $ | 35.66 | ||||||||||||||||||||||||||
| Vested and expected to vest at end of year | 200,969 | $ | 43.50 | 214,098 | $ | 41.24 | 224,807 | $ | 35.56 | ||||||||||||||||||||||||||
The total fair value of restricted stock unitsRSU awards vested during fiscal years 2020, 2019,2023, 2022, and 20182021 was $3.8$6.1 million, $2.1$4.6 million and $3.0$2.3 million, respectively. For fiscal years 2020, 2019 and 2018, there were 194,946, 146,532 and 109,777, respectively, of non-vested restricted stock units outstanding with weighted average grant date fair values of $44.34, $48.93 and $56.62, respectively.
Performance Share Unit Awards
The Company grants performance share unit ("PSU") awards to certain employees, which also include DERs as described above. These PSU awards have a three yearthree-year performance cycle and will vest and become issuable, if at all, on the third anniversary offrom the award date. The PSU awards are subject to the Company’s degree of achievement of a target annual average adjusted return on assets during these three year periods and, in certain circumstances, vesting is based on the relative performance of a predetermined group of peer companies. In addition, these PSU awards may have vesting conditions or certain vesting multipliers, which are based on the Company’sCompany's total shareholder return during such three yearsthe three-year period, in comparison to a defined specific industry peer group.group and include certain vesting multipliers. The Company estimates the fair value of PSU awards with performance and service conditions using the value of the Company's common stock on the date of grant. The Company estimates the fair value of PSU awards with market conditions using a Monte Carlo simulation model on the date of grant.
A summary of the Company’s performance share unitPSU award activity (including DERs) for the year ended February 29, 2020fiscal years 2023, 2022, and 2021 is as follows:
Performance Stock Units | Weighted Average Grant Date Fair Value | ||||||
| Outstanding at beginning of year | 83,125 | $ | 50.62 | ||||
| Granted | 49,000 | 46.19 | |||||
| Vested | — | — | |||||
| Forfeited | (22,189 | ) | 55.08 | ||||
| Outstanding at end of year | 109,936 | $ | 47.75 | ||||
| Year Ended February 28, | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||||||||||||||||||||
| Performance Stock Units | Weighted Average Grant Date Fair Value | Performance Stock Units | Weighted Average Grant Date Fair Value | Performance Stock Units | Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||||||||
| Outstanding at the beginning of year | 154,455 | $ | 44.05 | 143,584 | $ | 39.96 | 109,936 | $ | 47.75 | ||||||||||||||||||||||||||
| Granted | 76,020 | 38.42 | 55,114 | 63.39 | 69,955 | 33.22 | |||||||||||||||||||||||||||||
| Vested | (63,021) | 43.22 | (44,243) | 54.00 | — | — | |||||||||||||||||||||||||||||
| Forfeited | (14,908) | 48.41 | — | — | (36,307) | 50.57 | |||||||||||||||||||||||||||||
| Outstanding at the end of year | 152,546 | $ | 48.51 | 154,455 | $ | 44.05 | 143,584 | $ | 39.96 | ||||||||||||||||||||||||||
The PSU awards in the table above are presented at the face value of the respective grants. However, the number of PSU awards that may ultimately vest can vary in a range 0% to 250%200% of the face amount of such awards, depending on the outcome of the performance or market vesting conditions.conditions, as applicable.
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Stock Appreciation Rights
Stock appreciation rights ("SARs") are granted with an exercise price equal to the market value of the Company's common stock on the date of grant. These awards generally have a contractual term of 7seven years and vestvested ratably over a period of 3three years, although some may vestvested immediately on issuance. These awards arewere valued using the Black-Scholes option pricing model. The Company did not grant any SARs in fiscal year 2020, 20192023, 2022 or 2018.2021. As of February 28, 2023, there were no SARs outstanding.
A summary of the Company’s stock appreciation rightsSAR activity for fiscal years 2023, 2022 and 2021 is as follows for fiscal year 2020, 2019 and 2018:follows:
| 2020 | 2019 | 2018 | |||||||||||||||||||
| SARs | Weighted Average Exercise Price | SARs | Weighted Average Exercise Price | SARs | Weighted Average Exercise Price | ||||||||||||||||
| Outstanding at beginning of year | 98,184 | $ | 44.46 | 148,513 | $ | 43.29 | 170,139 | $ | 42.02 | ||||||||||||
| Exercised | (2,965 | ) | 44.58 | (47,484 | ) | 40.84 | (19,481 | ) | 31.94 | ||||||||||||
| Forfeited | (393 | ) | 43.92 | (2,845 | ) | 43.92 | (2,145 | ) | 45.36 | ||||||||||||
| Outstanding at end of year | 94,826 | $ | 44.58 | 98,184 | $ | 44.46 | 148,513 | $ | 43.29 | ||||||||||||
| Exercisable at end of year | 94,826 | $ | 44.58 | 98,184 | $ | 44.46 | 148,513 | $ | 43.29 | ||||||||||||
| Year Ended February 28, | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||||||||||||||||||||
| SARs | Weighted Average Exercise Price | SARs | Weighted Average Exercise Price | SARs | Weighted Average Exercise Price | ||||||||||||||||||||||||||||||
| Outstanding at beginning of year | — | $ | — | 5,435 | $ | 45.25 | 94,826 | $ | 44.58 | ||||||||||||||||||||||||||
| Granted | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Exercised | — | — | (5,435) | 45.25 | (45,902) | 44.00 | |||||||||||||||||||||||||||||
| Forfeited | — | — | — | — | (43,489) | 45.10 | |||||||||||||||||||||||||||||
| Outstanding at end of year | — | $ | — | — | $ | — | 5,435 | $ | 45.25 | ||||||||||||||||||||||||||
| Exercisable at the end of year | — | $ | — | — | $ | — | 5,435 | $ | 45.25 | ||||||||||||||||||||||||||
| Range of Exercise Prices | SARs Outstanding and Exercisable | Average Remaining Life | Weighted Average Exercise Price | ||||||
| $39.65 - $44.15 | 48,061 | 1.00 | $ | 43.85 | |||||
| $44.72 - 46.34 | 46,765 | 0.73 | $ | 45.33 | |||||
| $39.65 - $46.34 | 94,826 | 0.88 | $ | 44.58 | |||||
Directors Grants
The Company granted each of its independent directors a total of 2,124, 1,8232,619, 1,976 and 2,0403,174 shares of its common stock during fiscal years 2020, 20192023, 2022 and 2018,2021, respectively. These common stock grants were valued at $47.08, $54.85$40.09, $53.13 and $49.00$33.08 per share for fiscal years 2020, 20192023, 2022 and 2018,2021, respectively, which was the market price of the Company's common stock on the respective grant dates.
Employee Stock Purchase Plan
The Company also has an employee stock purchase plan ("ESPP"), which is open to all employees. The ESPP allows employees of the Company to purchase common stock of the Company through accumulated payroll deductions. Offerings under this plan have a duration of 24 months (the "offering period""Offering Period"). On the first day of an offering periodOffering Period (the “enrollment date”"Enrollment Date") the participant is granted the option to purchase shares on each exercise date at the lower of 85% of the market value of a share of our common stock on the enrollment dateEnrollment Date or the exercise date. The participant’s right to purchase common stock under the plan is restricted to no more than $25,000 per calendar year, and the participant may not purchase more than 5,000 shares during any offering period.Offering Period. Participants may terminate their interest in a given offering or a given exercise period by withdrawing all of their accumulated payroll deductions at any time prior to the end of the offering period.
Share-based Compensation Expense
The following table shows share-based compensation expense and the related income tax benefit included in the consolidated statements of income for fiscal year 2020, 2019years 2023, 2022 and 20182021 (in thousands):
| 2020 | 2019 | 2018 | ||||||||||
| Compensation expense | $ | 6,290 | $ | 4,659 | $ | 6,121 | ||||||
| Income tax benefits | $ | 1,321 | $ | 978 | $ | 2,122 | ||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Compensation expense | $ | 8,382 | $ | 9,449 | $ | 7,330 | |||||||||||
| Income tax benefits | $ | 1,539 | $ | 1,984 | $ | 1,539 | |||||||||||
Unrecognized compensation cost related to all the aboveunvested stock awards at February 29, 2020 totaled $9.6 million. These costs are28, 2023 was $9.2 million, which is expected to be recognized over a weighted average period of 1.731.57 years.
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The actual tax benefitbenefit/(expense) realized for tax deductions from share-based compensation during each of these fiscal years totaled2023, 2022 and 2021 was $(0.1) million, $(0.3)$(0.4) million and $0.2$(0.4) million, respectively.
The Company’s policy is to issue shares required under these plans from the Company’s authorized but unissued shares. The Company has no formal or informal plan to repurchase shares on the open market to satisfy these requirements.
| 2020 | 2019 | |||||||
| 2017 Revolving Line of Credit | $ | 78,000 | $ | 116,000 | ||||
| 2011 Senior Notes | 125,000 | 125,000 | ||||||
| Total debt | 203,000 | 241,000 | ||||||
| Unamortized debt issuance costs | (122 | ) | (255 | ) | ||||
| Total debt, net | 202,878 | 240,745 | ||||||
| Less amount due within one year | (125,000 | ) | — | |||||
| Debt due after one year, net | $ | 77,878 | $ | 240,745 | ||||
| Fiscal year: | Future Debt Maturities | |||
| 2021 | $ | 125,000 | ||
| 2022 | — | |||
| 2023 | 78,000 | |||
| 2024 | — | |||
| 2025 | — | |||
| Thereafter | — | |||
| Total | $ | 203,000 | ||
Segment Information
The Company’s Chief Executive Officer, who is the chief operating decision maker (“CODM”("CODM"), reviews financial information presented on an operating segment basis for purposes of making operating decisions and assessing financial performance. Net salesSales and operating income (loss) are the primary measures used by the CODM to evaluate segment operating performance and to allocate resources to segments. Expenses related to certain centralized administration or executive functions that are not specifically related to an operating segment are included in Corporate. As presented in Note 6, the AIS joint venture operating results for the period prior to deconsolidation are included within discontinued operations, with the exception of AZZ Crowley Tubing, which was retained by the Company and merged into the AZZ Metal Coatings segment. See Note 6 for the results of operations related to the AZZ Infrastructure Solutions segment.
A summary of each of the Company's reportableoperating segments is as follows:
AZZ Metal Coatings -— provides hot diphot-dip galvanizing, spin galvanizing, powder coating, anodizing and plating, and other metal coating applications to the steel fabrication and other industries through facilities located throughout the United States and CanadaCanada. Hot-dip galvanizing is a metallurgical process in which molten zinc reacts to steel. The zinc alloying provides corrosion protection and extends the life-cycle of fabricated steel for several decades.
AZZ Infrastructure Solutions -— provides specialized products and services designed to support primarily industrial and electrical applications. This segment'sThe product offerings include custom switchgear, electrical enclosures, medium and high voltage bus ducts, explosion proof and hazardous duty lighting and tubular products. In addition, thisThe Infrastructure Solutions segment also focuses on life-cycle extension of life cycle for the power generation, refining and industrial infrastructure, through providing automated weld overlay solutions for corrosion and erosion mitigation.
financial results from AZZ INC.
The following tables show information by reportable segment for fiscal year 2020, 2019years 2023, 2022 and 20182021 (in thousands):
| Year Ended February 28, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Sales: | ||||||||||||||||||||
| Metal Coatings | $ | 636,982 | $ | 525,598 | $ | 461,693 | ||||||||||||||
| Precoat Metals | 686,667 | — | — | |||||||||||||||||
| Infrastructure Solutions | — | — | 18,881 | |||||||||||||||||
| Total sales | $ | 1,323,649 | $ | 525,598 | $ | 480,574 | ||||||||||||||
| Operating income (loss): | ||||||||||||||||||||
| Metal Coatings | $ | 155,953 | $ | 128,758 | $ | 92,778 | ||||||||||||||
| Precoat Metals | 79,509 | — | — | |||||||||||||||||
| Infrastructure Solutions | — | — | (4,482) | |||||||||||||||||
| Corporate | (61,824) | (49,539) | (40,819) | |||||||||||||||||
| Total operating income | $ | 173,638 | $ | 79,219 | $ | 47,477 | ||||||||||||||
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| 2020 | 2019 | 2018 | ||||||||||
| Net sales: | ||||||||||||
| Metal Coatings | $ | 498,989 | $ | 440,264 | $ | 389,397 | ||||||
| Energy | 562,828 | 486,823 | 421,033 | |||||||||
| Total net sales | $ | 1,061,817 | $ | 927,087 | $ | 810,430 | ||||||
| Operating income (loss): | ||||||||||||
| Metal Coatings | $ | 107,926 | $ | 83,591 | $ | 84,332 | ||||||
| Energy | 32,845 | 31,332 | (1,766 | ) | ||||||||
| Corporate | (42,796 | ) | (37,967 | ) | (34,318 | ) | ||||||
| Loss on disposal of business | (18,632 | ) | — | — | ||||||||
| Total operating income | $ | 79,343 | $ | 76,956 | $ | 48,248 | ||||||
| Year Ended February 28, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Depreciation and amortization: | ||||||||||||||||||||
| Metal Coatings | $ | 32,955 | $ | 30,453 | $ | 30,273 | ||||||||||||||
| Precoat Metals | 40,199 | — | — | |||||||||||||||||
| Infrastructure Solutions | — | — | 127 | |||||||||||||||||
| Corporate | 1,436 | 1,628 | 1,694 | |||||||||||||||||
| Total | $ | 74,590 | $ | 32,081 | $ | 32,094 | ||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||
| Depreciation and amortization: | ||||||||||||
| Metal Coatings | $ | 30,042 | $ | 29,124 | $ | 28,617 | ||||||
| Energy | 18,414 | 19,405 | 19,996 | |||||||||
| Corporate | 1,738 | 1,716 | 1,913 | |||||||||
| Total | $ | 50,194 | $ | 50,245 | $ | 50,526 | ||||||
| Year Ended February 28, | ||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2018 | 2023 | 2022 | 2021 | |||||||||||||||||||||||||||
| Expenditures for acquisitions, net of cash, and property, plant and equipment: | Expenditures for acquisitions, net of cash, and property, plant and equipment: | |||||||||||||||||||||||||||||||
| Metal Coatings | $ | 82,972 | $ | 16,046 | $ | 39,474 | Metal Coatings | $ | 23,639 | $ | 82,736 | $ | 29,024 | |||||||||||||||||||
| Energy | 9,588 | 14,608 | 32,903 | |||||||||||||||||||||||||||||
| Precoat Metals | Precoat Metals | 1,315,414 | — | — | ||||||||||||||||||||||||||||
| Corporate | 3,112 | 2,962 | 2,020 | Corporate | 797 | 2,073 | 2,574 | |||||||||||||||||||||||||
| Total | $ | 95,672 | $ | 33,616 | $ | 74,397 | Total | $ | 1,339,850 | $ | 84,809 | $ | 31,598 | |||||||||||||||||||
Asset information by segment was as follows as of February 29, 202028, 2023 and February 28, 20192022 (in thousands):
| February 28, | ||||||||||||||||||||||
| 2020 | 2019 | 2023 | 2022 | |||||||||||||||||||
| Assets: | Assets: | |||||||||||||||||||||
| Metal Coatings | $ | 504,632 | $ | 440,090 | Metal Coatings | $ | 588,337 | $ | 578,885 | |||||||||||||
| Energy | 548,032 | 630,134 | ||||||||||||||||||||
| Precoat Metals | Precoat Metals | 1,488,810 | — | |||||||||||||||||||
| Infrastructure Solutions - Investment in Joint Venture | Infrastructure Solutions - Investment in Joint Venture | 84,760 | — | |||||||||||||||||||
| Corporate | 21,167 | 18,346 | Corporate | 59,572 | 46,266 | |||||||||||||||||
| Discontinued Operations: | Discontinued Operations: | |||||||||||||||||||||
| Infrastructure Solutions | Infrastructure Solutions | — | 507,876 | |||||||||||||||||||
| Total assets | $ | 1,073,831 | $ | 1,088,570 | Total assets | $ | 2,221,479 | $ | 1,133,027 | |||||||||||||
Financial Information About Geographical Areas
Financial information about geographical areas for the periods presented was as follows for fiscal year 2020, 2019years 2023, 2022 and 20182021 (in thousands):
| Year Ended February 28, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Sales: | ||||||||||||||||||||
| United States | $ | 1,279,890 | $ | 494,012 | $ | 450,904 | ||||||||||||||
| Canada | 43,759 | 31,586 | 29,670 | |||||||||||||||||
| Total | $ | 1,323,649 | $ | 525,598 | $ | 480,574 | ||||||||||||||
| February 28, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Property, plant and equipment, net: | ||||||||||||||
| United States | $ | 478,722 | $ | 167,634 | ||||||||||
| Canada | 19,781 | 25,724 | ||||||||||||
| Total | $ | 498,503 | $ | 193,358 | ||||||||||
| 2020 | 2019 | 2018 | ||||||||||
| Geographic net sales: | ||||||||||||
| United States | $ | 850,656 | $ | 785,194 | $ | 653,150 | ||||||
| Other countries | 211,161 | 141,893 | 157,280 | |||||||||
| Total | $ | 1,061,817 | $ | 927,087 | $ | 810,430 | ||||||
73
AZZ Infrastructure Solutions (AIS) Joint Venture
Following the sale of its 60% controlling interest in the AIS JV to Fernweh, AIS is deconsolidated and the Company's retained 40% interest in the AIS JV is accounted for under the equity method of accounting. As a change of control occurred with the transaction, a new basis of accounting will occur at the AIS JV when AVAIL completes its business combination accounting for the transaction. AZZ has not presented summarized financial statements, as those statements are incomplete at this time and do not include adjustments to asset values, depreciation, or amortization that may be required once AVAIL completes its business combination accounting. We record our interest in the joint venture on a one-month lag to allow sufficient time to review and assess the joint venture’s effect on our reported results. Our investment in the AIS JV is $84.8 million, which includes an excess of $12.8 million over the underlying value of the net assets of the AIS JV. The difference will be amortized through equity in earnings of unconsolidated subsidiaries for a period of seven years. The excess basis amount may change once AVAIL completes its business combination accounting. Since the transaction closed on September 30, 2022, we recorded $2.6 million of equity in earnings during fiscal 2023. Once AVAIL completes the business combination accounting, the reported results will reflect the effects of the business combination accounting as though such values were recorded at the time the transaction closed.
16. Derivative Instruments
Interest Rate Swap Derivative
As a policy, the Company does not hold, issue or trade derivative instruments for speculative purposes. The Company may periodically enter into forward sale contracts to purchase a specified volume of zinc at fixed prices. These contracts are not accounted for as derivatives because they meet the criteria for the normal purchases and normal sales scope exception in ASC 815.
We manage our exposure to fluctuations in interest rates using a mix of fixed and variable-rate debt. We utilize fixed-rate interest rate swap agreements to change the variable interest rate to a fixed rate on a portion of our variable-rate debt.
On September 27, 2022, the Company entered into a fixed-rate interest rate swap agreement with banks that are parties to the 2022 Credit Agreement. On October 7, 2022, the agreement was amended to change the SOFR-based component of the interest rate on a portion of our variable-rate debt to a fixed rate of 4.277%, resulting in a total fixed rate of 8.627% (the "2022 Swap"). The 2022 Swap had an initial notional amount of $550.0 million and a maturity date of September 30, 2025. The notional amount of the interest rate swap decreases by a pro-rata portion of any quarterly principal payments made on the Term Loan B. The objective of the 2022 Swap is to eliminate the variability of cash flows in interest payments attributable to changes in benchmark one-month SOFR interest rates, for approximately one-half of the total amount of our variable-rate debt. The hedged risk is the interest rate risk exposure to changes in interest payments, attributable to changes in benchmark one-month SOFR interest rates over the interest rate swap term. The changes in cash flows of the interest rate swap are expected to exactly offset changes in cash flows of the variable-rate debt. We designated the 2022 Swap as a cash flow hedge at inception. Cash settlements, in the form of cash payments or cash receipts, of the 2022 Swap are recognized in interest expense.
At February 28, 2023, changes in fair value attributable to the effective portion of the 2022 Swap were included on the condensed consolidated balance sheets in accumulated other comprehensive income. For derivative instruments that qualify for hedge accounting treatment, the fair value is recognized on our condensed consolidated balance sheets as derivative assets or liabilities with offsetting changes in fair value, to the extent effective, recognized in accumulated other comprehensive income until reclassified into earnings when the interest expense on the underlying debt is reflected in earnings. The portion of a cash flow hedge that does not offset the change in the fair value of the transaction being hedged, which is commonly referred to as the ineffective portion, is immediately recognized in earnings. During fiscal 2023, we reclassified $0.2 million from other comprehensive income to earnings.
17. Fair Value Measurement
Recurring Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. In accordance with ASC 820, Fair Value Measurements and Disclosures ("ASC 820"), certain of the Company’s assets and liabilities, which are carried at fair value, are classified in one of the following three categories:
74
•
| 2020 | 2019 | |||||||
| Property, plant and equipment, net: | ||||||||
| United States | $ | 190,365 | $ | 189,281 | ||||
| Canada | 16,385 | 16,961 | ||||||
| Other Countries | 6,354 | 3,985 | ||||||
| Total | $ | 213,104 | $ | 210,227 | ||||
•Level 2: Observable market-based inputs, other than Level 1, or unobservable inputs corroborated by market data.
The Company is a lessee under various operating leases for facilities and equipment. The Company recognized operating lease costs of $18.4 million, $15.6 million and $13.9 million for fiscal years 2020, 2019 and 2018, respectively.
Interest Rate Swap Agreement
The Company’s derivative instrument consists of an interest rate swap contract, which is a Level 2 of the fair value hierarchy and included in "Intangibles and other assets, net" in the condensed consolidated balance sheet as of February 28, 2023. See Note 16 for more information.
The Company’s financial instruments that is measured at fair value on a recurring basis as of February 28, 2023 and February 28, 2022 is as follows (in(dollars in thousands):
| Fiscal year: | Operating Leases | ||
| 2021 | $ | 8,311 | |
| 2022 | 7,990 | ||
| 2023 | 7,505 | ||
| 2024 | 6,687 | ||
| 2025 | 5,755 | ||
| Thereafter | 17,494 | ||
| Total lease payments | 53,742 | ||
| Less imputed interest | (9,301 | ) | |
| Total | $ | 44,441 | |
| Carrying Value | Carrying Value | ||||||||||||||||||||||||||||||||||||||||||||||
| February 28, | Fair Value Measurements Using | February 28, | Fair Value Measurements Using | ||||||||||||||||||||||||||||||||||||||||||||
| 2023 | Level 1 | Level 2 | Level 3 | 2022 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest Rate Swap Agreement | 3,925 | — | 3,925 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Total Assets | $ | 3,925 | $ | — | |||||||||||||||||||||||||||||||||||||||||||
Non-recurring Fair Value Measurements
Investment in Joint Venture
The fair value of the Company's portfolioinvestment in joint venture that is accounted for under the equity method was determined using the income approach. The income approach uses discounted cash flow models that require various observable and non-observable inputs, such as operating margins, revenues, product costs, operating expenses, capital expenditures, terminal-year values and risk-adjusted discount rates. These valuations resulted in Level 3 nonrecurring fair value measurements. The carrying value of operating leasesour investment in joint venture, which approximates the fair value, was $84.8 million at February 28, 2023.
Long-Term Debt
The fair values of the Company’s long-term debt instruments are estimated based on market values for debt issues with similar characteristics or rates currently available for debt with similar terms. These valuations are Level 2 fair value measurements.
The principal amount of our outstanding debt was $1,125.3 million and $227.0 million at February 28, 2023 and February 28, 2022. The estimated fair value of our outstanding debt was $1,133.2 million and $227.0 million at February 28, 2023 and February 28, 2022, excluding unamortized issuance costs. The estimated fair values of our outstanding debt were determined based on the present value of future cash flows using model-derived valuations that use observable inputs such as follows (in thousands, except yearsinterest rates and percentages):credit spreads. These valuations resulted in Level 2 nonrecurring fair value measurements.
| 2020 | 2019 | |||||||
| Operating cash flows from operating leases included in lease liabilities | $ | 8,918 | $ | 8,454 | ||||
| ROU assets obtained in exchange for new operating lease liabilities | $ | 7,867 | $ | 10,948 | ||||
| Weighted-average remaining lease term - operating leases | 7.94 years | 9.23 years | ||||||
| Weighted-average discount rate - operating leases | 4.89 | % | 5.13 | % | ||||
Legal
The Company and its subsidiaries are named defendants and plaintiffs in various routine lawsuits incidental to our business. These proceedings include labor and employment claims, use of the Company’s intellectual property, worker’s compensation, environmental matters, and various commercial disputes, all arising in the normal course of business. As discovery progresses on all outstanding legal matters, the Company will continue to evaluate opportunities to either settle the disputes for nuisance value or potentially enter into mediation as a way to resolve the disputes prior to trial. As the pending
75
cases progress through additional discovery and potential mediation, our assessment of the likelihood of an unfavorable outcome on the pending lawsuits may change. Although the outcome of these lawsuits or other proceedings cannot be predicted with certainty, and the amount of any potential liability that could arise with respect to such lawsuits or other matters cannot be predicted at this time, management, after consultation with legal counsel believes it has strong defenses to all of these matters and does not expect liabilities, if any, from these claims or proceedings, either individually or in the aggregate, to have a material effect on the Company’s financial position, results of operations or cash flows.
Environmental
The Company assumed certain environmental liabilities as part of the Precoat Acquisition described in Note 5. As of February 28, 2023, the reserve balance for environmental liabilities was $23.5 million, of which $3.4 million is classified as current. Environmental remediation liabilities include costs directly associated with site investigation and clean up, such as materials, external contractor costs, legal and consulting expenses and incremental internal costs directly related to ongoing remediation plans. Estimates used to record environmental remediation liabilities are based on the Company's best estimate of probable future costs based on site-specific facts and circumstances known at the time of the estimate and these estimates are updated on a quarterly basis. Estimates of the cost for the potential or ongoing remediation plans are developed using internal resources and third-party environmental engineers and consultants.
The Company accrues the anticipated cost of environmental remediation when the obligation is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. While any revisions to the Company's environmental remediation liabilities could be material to the operating results of any fiscal quarter or fiscal year, the Company does not expect such additional remediation expenses to have an adverse material effect on its financial position, results of operations, or cash flows.
Commodity pricing
As of February 29, 2020,28, 2023, the Company had non-cancelable forward contracts ofto purchase approximately $43.2$115.0 million to purchaseof zinc at various volumes and prices. All such contracts expire in fiscal 2021.2024. The Company had no other contracted commitments for any other commodities including steel, aluminum, natural gas, cooper,copper, zinc, nickel based alloys, except for those entered into under the normal course of business.
Other
As of February 29, 2020,28, 2023, the Company had total outstanding letters of credit in the amount of $30.5$16.7 million. These letters of credit are issued for a number of reasons, but are most commonly issued in lieu of customer retention withholding payments covering warranty or performance periods. In addition, as of February 29, 2020,28, 2023, a warranty reserve in the amount of $3.7$2.9 million was established to offset any future warranty claims.
| Assets | ||||
| Accounts receivable | $ | 4,591 | ||
| Inventories | 1,830 | |||
| Prepaid expenses and other | 22 | |||
| Property, plant and equipment | 5,336 | |||
| Intangibles | 15,512 | |||
| Goodwill | 39,419 | |||
| Liabilities | ||||
| Accounts payable and other accrued liabilities | (1,575 | ) | ||
| Contingent consideration | (2,000 | ) | ||
| Deferred income taxes | (2,507 | ) | ||
| Total purchase price | $ | 60,628 | ||
| Fair Value | Useful Life | |||||
| Customer relationships | 15,360 | 15 years | ||||
| Non-compete agreements | 152 | 3 years | ||||
| Total intangible assets | $ | 15,512 | ||||
| 2020 | 2019 | |||||||
| Revenues | $ | 1,072,633 | $ | 966,007 | ||||
| Net income | 49,702 | 57,693 | ||||||
| Quarter ended | ||||||||||||||||
| May 31, 2019 | August 31, 2019 | November 30, 2019 | February 29, 2020 (2) | |||||||||||||
| (in thousands, except per share data) | ||||||||||||||||
| Net sales | $ | 289,123 | $ | 236,190 | $ | 291,139 | $ | 245,365 | ||||||||
| Gross profit | 66,107 | 52,686 | 67,331 | 51,104 | ||||||||||||
| Net income (loss) | 21,284 | 15,558 | 22,035 | (10,643 | ) | |||||||||||
Basic net income (loss) per share (1) | 0.81 | 0.59 | 0.84 | (0.41 | ) | |||||||||||
Diluted net income (loss) per share (1) | 0.81 | 0.59 | 0.84 | (0.41 | ) | |||||||||||
| Quarter ended | ||||||||||||||||
| May 31, 2018 | August 31, 2018 | November 30, 2018 | February 28, 2019 | |||||||||||||
| (in thousands, except per share data) | ||||||||||||||||
| Net sales | $ | 262,236 | $ | 222,787 | $ | 239,516 | $ | 202,548 | ||||||||
| Gross profit | 58,705 | 46,904 | 49,755 | 43,257 | ||||||||||||
| Net income | 15,718 | 11,244 | 15,395 | 8,851 | ||||||||||||
Basic net income per share (1) | 0.60 | 0.43 | 0.59 | 0.34 | ||||||||||||
Diluted net income per share (1) | 0.60 | 0.43 | 0.59 | 0.34 | ||||||||||||
| 2020 | 2019 | 2018 | ||||||||||
| Allowance for Doubtful Accounts | ||||||||||||
| Balance at beginning of year | $ | 2,267 | $ | 569 | $ | 347 | ||||||
| Additions charged to income | 2,734 | 2,153 | 3,290 | |||||||||
| Write-offs, net | (129 | ) | (451 | ) | (3,084 | ) | ||||||
| Other | 106 | — | 16 | |||||||||
| Effect of exchange rate changes | (27 | ) | (4 | ) | — | |||||||
| Balance at end of year | $ | 4,951 | $ | 2,267 | $ | 569 | ||||||
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
The Company's management, with the participation of its principal executive officer and principal financial officer, have evaluated, as required by Rule 13a-15(e) under the Securities Exchange Act of 1934 ("the Exchange Act"), the effectiveness of the Company's disclosure controls and procedures. Based on that evaluation, the principal executive officer and principal financial officer concluded that due to the material weakness described below, the Company's disclosure controls and procedures were not effective as of the end of the period covered by this Form 10-K to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and were not effective as of the end of the period covered by this Form 10-K to provide reasonable assurance that such information is accumulated and communicated to the Company's management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Controls Over Financial Reporting
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Management, with the participation of its principal executive officer and principal financial officer assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in "Internal Control - Integrated Framework (2013)," issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon its assessment, management concluded that the Company did not maintainmaintained effective internal control over financial reporting as of February 29, 2020 due to28, 2023. On May 13, 2022, the following:
Other
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements or fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met.
The Company’s independent registered public accounting firm, Grant Thornton, LLP, has issued an audit report on the Company’s internal control over financial reporting, which is included in Item 8 of this Form 10-K.
Changes in Internal Controls Over Financial Reporting
Item 9B. Other Information
77
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item with regard to executive officers is included in Part I, Item 1 of this Annual Report on Form 10-K under the heading “Executive Officers"Information About our Executive Officers."
For a discussion of the Registrant.”changes to procedures for shareholders to recommend nominees to our Board of Directors, see discussion of our Amended Bylaws in Item 9B. Other Information of this Annual Report on Form 10-K.
•information about our Directors is set forth in the Proxy Statement forunder "Proposal 1: Election of Directors";
•information about our 2020 Annual Meeting of Shareholders.
•information about Section 16(a) beneficial ownership reporting compliance is set forth inunder "Delinquent Section 16(a) Reports" (if any to disclose).
We have adopted a Code of Conduct, which applies to the Proxy Statement forCompany's officers, directors and employees (including our 2020 Annual Meeting of Shareholders.
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Equity Compensation Plan Information
The following table provides a summary of information as of February 29, 2020,28, 2023, relating to our equity compensation plans in which our Common Stockcommon stock is authorized for issuance.
| (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | (b) Weighted average exercise price of outstanding options, warrants and rights | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a)) | ||||||||||||||||||||||||
Equity compensation plans approved by shareholders(1) | 353,515 | '(2) | $ | — | 1,551,407 | '(3) | ||||||||||||||||||||
(1)Consists of the 2014 Long-Term Incentive Plan ("2014 Plan") and the 2018 Employee Stock Purchase Plan ("2018 ESPP"). See Note 13 to the consolidated financial statements included in Part II. Item 8 of this Annual Report on Form 10-K for further information.
(3)Consists of (i) 401,929 shares remaining available for future issuance under the 2014 Plan; and (ii) 1,149,478 shares remaining available for issuance under the 2018 ESPP.
78
Item 13. Certain Relationships and Related transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
Information required by this Itemset forth under the caption “Independent Registered Public Accounting Firm” in our Proxy Statement is incorporated by reference in response to the sections entitled “Other Business – Independent Auditor Fees” and “Other Business – Pre-approval of Non-audit Fees” set forth in our Proxy Statement for our 2020 Annual Meeting of Shareholders.
79
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report
1.Consolidated Financial Statements
2. Financial Statement Schedules
All other schedules have been omitted because they are not required, not applicable, or the required information is otherwise included.
3. Exhibits
| Incorporated by Reference | ||||||||
| Exhibit Number | Description | Form | Exhibit | Filing Date | ||||
| 3.1 | 8-K | 3.1 | 7/14/15 | |||||
| 3.2 | 8-K | 3.2 | 7/14/15 | |||||
| 4.1 | 10-Q | 4.1 | 10/13/00 | |||||
| 10.1 | 8-K | 10.1 | 3/24/17 | |||||
| 10.2 | 8-K | 10.1 | 1/21/11 | |||||
| 10.3 | * | DEF 14A | Appendix A | 6/4/08 | ||||
| 10.4 | * | 10-Q | 10.53 | 9/28/04 | ||||
| 10.5 | * | 10-Q | 10.54 | 9/28/04 | ||||
| 10.6 | * | DEF 14A | Appendix A | 5/29/14 | ||||
| 10.7 | * | 8-K | 10.2 | 1/21/16 | ||||
| 10.8 | * | 8-K | 10.4 | 1/21/16 | ||||
| 10.9 | * | 8-K | 10.5 | 1/21/16 | ||||
| 10.10 | * | 8-K | 10.6 | 1/21/16 | ||||
| 10.11 | * | DEF 14A | Appendix B | 5/28/15 | ||||
| 10.12 | * | 8-K | 10.3 | 1/21/16 | ||||
| 10.13 | * | DEF 14A | Appendix A | 5/25/18 | ||||
| Incorporated by Reference | ||||||||||||||||||||||||||
| Exhibit Number | Description | Form | Exhibit | Filing Date | ||||||||||||||||||||||
| 2.1 | ** | 8-K | 2.1 | 3/8/22 | ||||||||||||||||||||||
| 2.2 | 8-K | 2.1 | 5/9/22 | |||||||||||||||||||||||
| 2.3 | ** | 8-K | 2.1 | 6/27/22 | ||||||||||||||||||||||
| 3.1 | + | |||||||||||||||||||||||||
| 3.2 | + | |||||||||||||||||||||||||
| 4.1 | + | |||||||||||||||||||||||||
| 4.2 | 10-Q | 4.1 | 10/13/00 | |||||||||||||||||||||||
| 4.3 | + | |||||||||||||||||||||||||
| 4.4 | + | |||||||||||||||||||||||||
| 4.5 | 8-K | 4.1 | 5/16/22 | |||||||||||||||||||||||
| 10.1 | 8-K | 10.1 | 5/9/22 | |||||||||||||||||||||||
| 10.2 | ** | 8-K | 10.1 | 5/16/22 | ||||||||||||||||||||||
| 10.3 | ** | 8-K | 10.2 | 5/16/22 | ||||||||||||||||||||||
80
| 10.4 | 8-K | 10.3 | 5/16/22 | |||||||||||||||||||||||
| 10.5 | ** | 8-K | 10.1 | 10/6/22 | ||||||||||||||||||||||
| 10.6 | * | S-8 | 4.5 | 7/9/14 | ||||||||||||||||||||||
| 10.7 | * | 8-K | 10.2 | 1/21/16 | ||||||||||||||||||||||
| 10.8 | * | 8-K | 10.4 | 1/21/16 | ||||||||||||||||||||||
| 10.9 | * | 8-K | 10.6 | 1/21/16 | ||||||||||||||||||||||
| 10.10 | * | DEF 14A | Appendix B | 5/28/15 | ||||||||||||||||||||||
| 10.11 | * | 8-K | 10.3 | 1/21/16 | ||||||||||||||||||||||
| 10.12 | * | S-8 | 4.3 | 7/27/18 | ||||||||||||||||||||||
| 10.13 | * | 8-K | 10.1 | 10/7/19 | ||||||||||||||||||||||
| 10.14 | * | 8-K | 10.2 | 11/7/13 | ||||||||||||||||||||||
| 10.15 | * | 8-K | 10.1 | 11/4/20 | ||||||||||||||||||||||
| 10.16 | *+ | 8-K | 10.1 | 1/21/16 | ||||||||||||||||||||||
| 10.17 | * | 10-Q | 10.7 | 10/12/21 | ||||||||||||||||||||||
| 21.1 | + | |||||||||||||||||||||||||
| 23.1 | + | |||||||||||||||||||||||||
| 31.1 | + | |||||||||||||||||||||||||
| 31.2 | + | |||||||||||||||||||||||||
| 32.1 | + | |||||||||||||||||||||||||
| 32.2 | + | |||||||||||||||||||||||||
| 101.INS | + | XBRL Instance Document | ||||||||||||||||||||||||
| 101.SCH | + | XBRL Taxonomy Extension Schema Document | ||||||||||||||||||||||||
| 101.CAL | + | XBRL Taxonomy Extension Calculation Linkbase Document | ||||||||||||||||||||||||
| 101.DEF | + | XBRL Taxonomy Extension Definition Linkbase Document | ||||||||||||||||||||||||
| 101.LAB | + | XBRL Taxonomy Extension Label Linkbase Document | ||||||||||||||||||||||||
| 101.PRE | + | XBRL Taxonomy Extension Presentation Linkbase Document | ||||||||||||||||||||||||
| 104 | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||||||||||||||
**Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of ContentsRegulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission. The Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules and exhibits so furnished.
| Incorporated by Reference | ||||||||
| Exhibit Number | Description | Form | Exhibit | Filing Date | ||||
| 10.14 | * | 8-K | 10.1 | 10/7/19 | ||||
| 10.15 | * | 8-K | 10.2 | 11/7/13 | ||||
| 10.16 | * | 8-K | 10.1 | 2/27/14 | ||||
| 10.17 | * | 8-K | 10.2 | 2/27/14 | ||||
| 10.18 | * | 8-K | 10.1 | 1/10/20 | ||||
| 10.19 | * | 10-K | 10.18 | 5/24/02 | ||||
| 10.20 | * | 8-K | 10.1 | 1/21/16 | ||||
| 10.21 | * | 8-K | 10.1 | 10/3/17 | ||||
| 10.22 | * | 8-K | 10.1 | 1/18/19 | ||||
| 14.1 | Code of Conduct. AZZ Inc. Code of Conduct may be accessed via the Company’s Website at www.azz.com. | |||||||
| 21.1 | + | |||||||
| 23.1 | + | |||||||
| 23.2 | + | |||||||
| 31.1 | + | |||||||
| 31.2 | + | |||||||
| 32.1 | + | |||||||
| 32.2 | + | |||||||
| 101.INS | + | XBRL Instance Document | ||||||
| 101.SCH | + | XBRL Taxonomy Extension Schema Document | ||||||
| 101.CAL | + | XBRL Taxonomy Extension Calculation Linkbase Document | ||||||
| 101.DEF | + | XBRL Taxonomy Extension Definition Linkbase Document | ||||||
| 101.LAB | + | XBRL Taxonomy Extension Label Linkbase Document | ||||||
| 101.PRE | + | XBRL Taxonomy Extension Presentation Linkbase Document | ||||||
| 104 | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
* Indicates management contract, compensatory plan or arrangementarrangement.
+ Indicates filed herewithherewith.
Item 16. Form 10-K Summary
None.
82
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AZZ Inc. | ||||||||
| (Registrant) | ||||||||
| April | By: | |||||||
Thomas E. Ferguson, President and Chief Executive Officer | ||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of AZZ and in the capacities and on the dates indicated.
| April | /s/ Daniel R. Feehan | ||||||||
| Daniel R. Feehan Chairman of the Board of Directors | |||||||||
| April | /s/ Thomas E. Ferguson | ||||||||
Thomas E. Ferguson President, Chief Executive Officer and Director (Principal Executive Officer) | |||||||||
| April | /s/ | ||||||||
Philip A Schlom Senior Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||||
| April | |||||||||
| /s/ Daniel E. Berce | |||||||||
| Daniel E. Berce Director | |||||||||
| April | /s/ Paul Eisman | ||||||||
| Paul Eisman Director | |||||||||
| April | /s/ Venita McCellon-Allen | ||||||||
| Venita McCellon-Allen Director | |||||||||
| April | /s/ Ed McGough | ||||||||
| Ed McGough Director | |||||||||
| April | /s/ Steven R. Purvis | ||||||||
Steven R. Purvis Director | |||||||||
| April 25, 2023 | /s/ Carol R. Jackson | ||||||||
| Carol R. Jackson Director | |||||||||
| April 25, 2023 | /s/ Clive A. Grannum | ||||||||
| Clive A. Grannum Director | |||||||||
| April 25, 2023 | /s/ David Kaden | ||||||||
| David Kaden Director | |||||||||