AZZ (AZZ) 8-K/A Financial Statements and Exhibits

EXHIBIT 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED

CONSOLIDATED FINANCIAL INFORMATION

AZZ incorporated

Unaudited Pro Forma Condensed Combined Consolidated Statement of Earnings

For the Three Months Ended May 31, 2010

	Historical
	Three Months Ended
	May 31, 2010			March 31, 2010			Pro Forma				Pro Forma
In thousands, except per share amounts	AZZ			NAG			Adjustments				Combined
Net Sales	$	77,474		$	16,315			-			$	93,789
Costs and Expenses
Cost of Sales		53,911			10,491			1,268		(1)		65,670
Selling, General and Administrative		12,274			2,705			(2,362	)	(2)		12,617
Interest Expense		1,691			298			-				1,989
Depreciation and Amortization					967			(967	)	(3)		-
Net Gain On Sale Or Insurance Settlement of Property, Plant and Equipment		(9	)		(717	)		-				(726	)
Other Expense (Income)		(364	)		(8	)		-				(372	)
		67,503			13,736			(2,061	)			79,178
Income Before Income Taxes		9,971			2,579			2,061				14,611
Income Tax Expense		3,598			954			783		(4)		5,335
Net Income	$	6,373		$	1,625		$	1,278			$	9,276
Earnings Per Common Share:
Basic Earnings Per Share	$	0.51									$	0.75
Diluted Earnings Per Share	$	0.51									$	0.74
Weighted Average Common Shares		12,396,734										12,396,734
Weighted Average Common Shares and Potentially Dilutive Common Shares		12,548,708										12,548,708

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AZZ incorporated

Unaudited Pro Forma Condensed Combined Consolidated Statement of Earnings

For the Year Ended February 28, 2010

	Historical
	For the year ended
	February 28, 2010			December 31, 2009			Pro Forma				Pro Forma
In thousands, except per share amounts	AZZ			NAG			Adjustments				Combined
Net Sales	$	357,030		$	77,083			-			$	434,113
Costs and Expenses
Cost of Sales		247,384			49,092			5,072		(1)		301,548
Selling, General and Administrative		43,417			9,336			(4,655	)	(2)		48,098
Interest Expense		6,838			425			-				7,263
Depreciation and Amortization					3,713			(3,713	)	(3)		-
Net Gain On Sale Or Insurance Settlement of Property, Plant and Equipment		(93	)		-			-				(93	)
Other Expense (Income)		(899	)		(27	)		-				(926	)
		296,647			62,539			(3,296	)			355,890
Income Before Income Taxes		60,383			14,544			3,296				78,223
Income Tax Expense		22,655			4,887			1,252		(4)		28,794
Net Income	$	37,728		$	9,657		$	2,044			$	49,429
Earnings Per Common Share:
Basic Earnings Per Share	$	3.07									$	4.02
Diluted Earnings Per Share	$	3.02									$	3.96
Weighted Average Common Shares		12,283,167										12,283,167
Weighted Average Common Shares and Potentially Dilutive Common Shares		12,475,817										12,475,817

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AZZ incorporated

Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet

As of May 31, 2010

	Historical
	May 31, 2010		March 31, 2010		Pro Forma				Pro Forma
In thousands	AZZ		NAG		Adjustments				Combined
Assets
Current Assets:
Cash and Cash Equivalents	$	110,166	$	25,693		(132,369	)	(5)	$	3,490
Accounts Receivable		39,498		9,000		-				48,498
Inventory		44,036		6,003		644		(6)		50,683
Costs and Estimated Earnings In Excess of Billings On Uncompleted Contracts		11,374		-		-				11,374
Deferred Income Taxes		5,723		495		4,150		(7)		10,368
Prepaid Expenses and Other		3,641		802		5,177		(8)		9,620
Total Current Assets		214,438		41,993		(122,398	)			134,033
Property, Plant and Equipment, Net		85,428		26,157		14,204		(9)		125,789
Goodwill		69,491		3,448		41,556		(10)		114,495
Intangibles and Other Assets		17,382		1,327		28,000		(11)		46,709
Total Assets	$	386,739	$	72,925		(38,638	)		$	421,026
Liabilities and Equity
Current Liabilities:
Accounts Payable	$	15,627	$	3,068		-			$	18,695
Income Tax Payable		3,168		279		-				3,447
Accrued Salaries and Wages		3,394		1,146		531		(12)		5,071
Other Accrued Liabilities		11,956		1,560		670		(8)		14,186
Customer Advance Payment		7,533		565		-				8,098
Billings In Excess of Costs and Estimated Earnings On Uncompleted Contracts		1,821		-		-				1,821
Total Current Liabilities		43,499		6,618		1,201				51,318
Long-Term Debt Due After One Year		100,000		4,443		2,857		(14)		107,300
Deferred Income Taxes		10,031		739		18,429		(7)		29,199
Shareholders' Equity		233,209		61,125		(61,125	)	(13)		233,209
Noncontrolling Interest										-
Total Shareholders’ Equity		233,209		61,125		(61,125	)			233,209
Total Liabilities and Shareholders’Equity	$	386,739	$	72,925		(38,638	)		$	421,026

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED

CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  Basis of Pro Forma Presentation

On August 3, 2010 AZZ completed its acquisition of NGA resulting in NGA becoming an indirect wholly-owned subsidiary of AZZ for an estimated cash purchase price of $132 million, net of cash acquired on hand at NGA of $28 million, of $104 million.

Under the acquisition method of accounting the total purchase price will be allocated to NGA’s net tangible and intangible assets based on their estimated fair values as of June 14, 2010, the date on which AZZ acquired control of NGA through the purchase of approximately 83% of NGA’s outstanding shares of common stock by means of a public tender offer.  The excess of the purchase price over the net tangible and intangible assets will be recorded as goodwill.  AZZ has made a preliminary allocation of the estimated purchase price using estimates as described in the introduction to these unaudited pro forma condensed combined consolidated financial statements as follows (in thousands):

Purchase Price Allocation

Current Assets	$	59,272
Property and Equipment		40,680
Intangible Assets		28,000
Goodwill		43,205
Other Assets		412
Total Assets Acquired		171,569
Current Liabilities		(31,900	)
Long Term Liabilities		(7,300	)
New Assets Acquired	$	132,369

Note 2.  Reclassifications

Certain reclassifications have been made to conform NGA’s historical amounts to AZZ’s presentation.  These reclassifications relate primarily to reclassifying NGA’s depreciation and amortization expense which are included in a line item on NGA’s historical statement of earnings to the appropriate line items as presented on AZZ’s historical statement of earnings.  The reclassification is included below as pro forma adjustment No. 3.

Note 3.  Pro Forma Adjustments

The pro forma adjustments included in the unaudited pro forma condensed combined consolidated financial statements are as follows:

(1) Reclassification of depreciation and amortization expense to cost of sales of $967,000 for the quarter ended May 31, 2010 and $3,713,000 for the year ended February 28, 2010 and increased depreciation and amortization expense in the amount of $301,000 for the quarter and $1,359,000 for the year resulting in the step up in value of intangibles and property, plant and equipment.

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(2) Selling, general and administrative costs were reduced to reflect elimination of redundant expenses that are certain in nature that will be sustained in future operations, such as executive salaries and wages, employee benefits and other public company corporate expenses.  In addition for the three month period acquisition cost in the amount of $1,192,000 was eliminated.

(3) Reclassifications of depreciation and amortization expense to conform to AZZ’s presentation. (See Note 2).

(4) Income taxes were increased to reflect pro forma income adjustments of the acquisition ($2,061,000 at effective tax rate of 38% for the quarter and $3,296,000 at the same tax rate for the year).

(5) Cash required to acquire NGA.

(6) Inventory adjusted to fair value.

(7) Income tax adjustments as a result of purchase price accounting.

(8) Increased for insurance claim receivable and liabilities as a result of the pending St. Louis fire claim.  Reference NGA 10K filed on 2/23/10 or 8K filed 11/23/09.

(9) Property, plant and equipment adjusted to fair value per independent appraisal.  Excluding land, the estimated weighted average life for the fixed assets is 11.3.  Expected life of acquired assets ranged from one to twenty five years.

(10) Goodwill recorded as a result of the acquisition.  Goodwill differs from the purchase price allocation due to changes in working capital from the date of the pro forma balance sheet to the acquisition date.

(11) Other assets include intangibles for trademark, and customer relations in the amounts of $1.2 million, and $26.8 million respectively.  The straight line amortization period for the trademark and customer list is six years and thirteen years respectively.

(12) Increase due primarily to an accrual for employee benefits that was set up to conform with AZZ policies, which allowed for vesting of earned vacations.

(13) Elimination of shareholders’ equity accounts of NGA.

(14) Adjust subordinated debt to fair value.

Note 4.  Pro Forma Earnings Per Share

Pro forma earnings per share reflects NGA earnings per share using AZZ weighted and diluted shares.

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