Acquisitions | 9 Months Ended |
Nov. 30, 2013 |
Business Combinations [Abstract] | ' |
Acquisitions | ' |
Acquisitions |
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On March 29, 2013, we completed our acquisition of all of the equity securities of Aquilex Specialty Repair and Overhaul LLC, a Delaware limited liability company (“Aquilex SRO”), pursuant to the terms of the Securities Purchase Agreement dated February 22, 2013 (the “Purchase Agreement”). Aquilex SRO provides the energy industry with specialty repair and overhaul solutions designed to improve mechanical integrity and extend component life. Aquilex SRO offers services to a diverse base of blue-chip customers in the nuclear, fossil power, refining, chemical processing, pulp and waste-to-energy industries, serving clients that place a high value on reliability, quality and safety. Aquilex SRO’s offering is differentiated through advanced proprietary tooling and process technologies delivered by a uniquely skilled specialized workforce. The acquisition is part of our strategy to expand our offerings in the Electrical and Industrial Products and Services Segment to enhance our presence in the power generation market. |
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The Purchase Agreement provided for AZZ's acquisition of all equity securities of Aquilex SRO for cash consideration in the amount of $275.7 million, which is comprised of $271.8 million as cash paid at closing and $3.9 million subsequently paid in connection with a purchase price adjustment based on working capital pursuant to the Purchase Agreement. |
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The following consolidated supplemental pro forma information assumes that the acquisition of Aquilex SRO took place on March 1, 2012 for the income statements for the three and nine month periods ended November 30, 2013 and 2012. These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Aquilex SRO to reflect the decrease in interest expense that would have occurred under the new credit agreement and to reflect the decrease in depreciation and amortization expense that would have occurred assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied on March 1, 2012, together with consequential tax effects. In addition, supplemental pro forma earnings were adjusted to exclude approximately $4.3 million of acquisition related costs incurred in fiscal year 2014. Fiscal year 2013 supplement pro forma earnings were adjusted to include these charges. |
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| | Three Months Ended November 30, | | Nine Months Ended November 30, |
| | 2013 | | 2012 | | 2013 | | 2012 |
| | (In thousands, except for per share amounts) |
Net Sales | | $ | 197,755 | | | $ | 206,838 | | | $ | 593,807 | | | $ | 601,554 | |
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Net Income | | $ | 19,212 | | | $ | 17,762 | | | $ | 52,659 | | | $ | 53,456 | |
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Earnings Per Common Share | | | | | | | | |
Basic Earnings Per Share | | $ | 0.75 | | | $ | 0.7 | | | $ | 2.07 | | | $ | 2.11 | |
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Diluted Earnings Per Share | | $ | 0.75 | | | $ | 0.69 | | | $ | 2.05 | | | $ | 2.09 | |
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The total purchase price was allocated to Aquilex SRO's net tangible and identifiable intangible assets based on their estimated fair values as of March 29, 2013, the date on which AZZ acquired control of Aquilex SRO. The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill. The goodwill recorded is attributable to projected growth at Aquilex SRO. Aquilex SRO's international presence coupled with their ability to install products manufactured by our existing Electrical and Industrial Products and Services segment will assist in expanding AZZ's global presence and increasing our market share. |
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The goodwill will be deductible for income tax purposes. AZZ has made an allocation of the purchase price as follows (in thousands): |
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Purchase Price Allocation: |
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| ($ in thousands) | | | | | | | | | | | | | |
Current Assets | $ | 79,965 | | | | | | | | | | | | | | |
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Property and Equipment | 27,669 | | | | | | | | | | | | | | |
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Intangible Assets | 85,000 | | | | | | | | | | | | | | |
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Goodwill | 110,017 | | | | | | | | | | | | | | |
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Other Assets | 282 | | | | | | | | | | | | | | |
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Total Assets Acquired | 302,933 | | | | | | | | | | | | | | |
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Current Liabilities | (27,231 | ) | | | | | | | | | | | | | |
Net Assets Acquired | $ | 275,702 | | | | | | | | | | | | | | |
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On January 2, 2013, we acquired G3 Galvanizing Limited ("G3"), a galvanizing operation in Halifax, Nova Scotia. This acquisition is part of the stated AZZ strategy to continue the geographic expansion of its served markets that should provide a basis for continued growth of the Galvanizing Services Segment of AZZ. The purchase price paid in connection with the asset purchase was $12.0 million and the assumption of $3.1 million in liabilities. Goodwill of $4.2 million resulting from the acquisition has been allocated to the Galvanizing Services Segment and will not be deductible for tax purposes. This acquisition was made to complement and expand our existing geographic Canadian footprint and the goodwill recorded in connection with the acquisition is attributable to the geographic expansion. |
On October 1, 2012, we completed the acquisition of substantially all of the assets of Galvcast Manufacturing Inc. (“Galvcast”), a Canadian galvanizing company with operations in Ontario, and certain real property owned by an affiliate of Galvcast. The purchase price paid in connection with the asset purchase was $48.0 million and the assumption of approximately $0.9 million in liabilities. Goodwill of $15.7 million resulting from the acquisition has been allocated to the Galvanizing Services Segment and 75% of the goodwill will be deductible for tax purposes. This acquisition was made to complement and expand our existing geographic Canadian footprint and the goodwill recorded in connection with the acquisition is attributable to the geographic expansion. |
On June 1, 2012, we completed the acquisition of substantially all of the assets of Nuclear Logistics Incorporated (“NLI”). The purchase price paid in connection with the asset purchase was $77.0 million, net of cash acquired, along with the assumption of certain liabilities and the payoff of $3.8 million of notes payable at closing. In connection with our acquisition of NLI, we may be obligated to make an additional payment of up to $20 million based on the future financial performance of the NLI business. The net present value of this additional payment, which is subject to the terms and conditions of the asset purchase agreement we entered into in connection with the acquisition, was $9.0 million, and is reflected as a long-term liability. The net present value was calculated by determining a probability of potential payout which was then discounted by the cost of money over the life of the agreement. The pre-acquisition customer base of AZZ is essentially the same customer base utilized by NLI. |
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The following consolidated pro forma information assumes that the acquisition of NLI took place on March 1, 2012 for the income statements for the three and nine month periods ended November 30, 2013 and 2012. |
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| | Three Months Ended November 30, | | Nine Months Ended November 30, |
| | 2013 | | 2012 | | 2013 | | 2012 |
| | (In thousands, except for per share amounts) |
Net Sales | | $ | 197,755 | | | $ | 149,675 | | | $ | 570,712 | | | $ | 443,351 | |
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Net Income | | $ | 19,212 | | | $ | 15,364 | | | $ | 52,136 | | | $ | 47,426 | |
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Earnings Per Common Share | | | | | | | | |
Basic Earnings Per Share | | $ | 0.75 | | | $ | 0.61 | | | $ | 2.04 | | | $ | 1.87 | |
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Diluted Earnings Per Share | | $ | 0.75 | | | $ | 0.6 | | | $ | 2.03 | | | $ | 1.86 | |
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The total purchase price was allocated to NLI’s net tangible and identifiable intangible assets based on their estimated fair values as of June 1, 2012, the date on which AZZ acquired control of NLI. The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill. The goodwill is attributable to significant business synergies that are expected to arise in future years. The goodwill will be deductible for income tax purposes. The earn out provision mentioned above has been classified below as a long term liability. AZZ has made an allocation of the purchase price as follows (in thousands): |
Purchase Price Allocation: |
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| ($ in thousands) | | | | | | | | | | | | | |
Current Assets | $ | 22,901 | | | | | | | | | | | | | | |
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Property and Equipment | 1,416 | | | | | | | | | | | | | | |
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Intangible Assets | 50,600 | | | | | | | | | | | | | | |
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Goodwill | 32,323 | | | | | | | | | | | | | | |
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Other Assets | 58 | | | | | | | | | | | | | | |
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Total Assets Acquired | 107,298 | | | | | | | | | | | | | | |
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Current Liabilities | (17,866 | ) | | | | | | | | | | | | | |
Long Term Liabilities | (12,388 | ) | | | | | | | | | | | | | |
Net Assets Acquired | $ | 77,044 | | | | | | | | | | | | | | |
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