Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended |
31-May-14 | |
Document and Entity Information [Abstract] | ' |
Entity Registrant Name | 'AZZ INC |
Entity Central Index Key | '0000008947 |
Document Type | '10-Q |
Document Period End Date | 31-May-14 |
Amendment Flag | 'false |
Document Fiscal Year Focus | '2015 |
Document Fiscal Period Focus | 'Q1 |
Current Fiscal Year End Date | '--02-28 |
Entity Filer Category | 'Accelerated Filer |
Entity Common Stock, Shares Outstanding | 25,650,270 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | 31-May-14 | Feb. 28, 2014 |
Current Assets: | ' | ' |
Cash and Cash Equivalents | $25,647,673 | $27,564,533 |
Accounts Receivable (Net of Allowance for Doubtful Accounts of $1,472,138 as of May 31, 2014 and $1,744,321 as of February 28, 2014) | 131,226,689 | 116,127,857 |
Inventories: | ' | ' |
Raw Material | 65,925,226 | 64,817,203 |
Work-In-Process | 45,413,581 | 39,780,782 |
Finished Goods | 2,912,068 | 2,982,860 |
Costs and Estimated Earnings In Excess of Billings On Uncompleted Contracts | 31,618,788 | 27,221,952 |
Deferred Income Taxes | 14,587,755 | 7,800,738 |
Prepaid Expenses and Other | 12,597,611 | 9,884,798 |
Total Current Assets | 329,929,391 | 296,180,723 |
Property, Plant and Equipment, Net | 197,416,406 | 197,639,229 |
Goodwill | 279,735,091 | 278,556,040 |
Intangibles and Other Assets, Net | 176,458,606 | 180,877,043 |
Total Assets | 983,539,494 | 953,253,035 |
Current Liabilities: | ' | ' |
Accounts Payable | 52,986,174 | 38,832,557 |
Income Tax Payables | 7,435,522 | 5,358,594 |
Accrued Salaries and Wages | 11,697,417 | 17,759,777 |
Other Accrued Liabilities | 18,604,161 | 17,155,430 |
Customer Advance Payment | 33,048,627 | 33,733,099 |
Profit Sharing | 8,933,326 | 7,310,000 |
Long Term Debt Due Within One Year | 21,785,714 | 20,848,214 |
Billings In Excess of Costs and Estimated Earnings On Uncompleted Contracts | 3,514,832 | 3,018,379 |
Total Current Liabilities | 158,005,773 | 144,016,050 |
Long Term Accrued Liabilities Due After One Year | 9,120,723 | 9,120,723 |
Long-Term Debt Due After One Year | 378,607,143 | 384,767,857 |
Deferred Income Taxes | 45,864,821 | 39,435,143 |
Shareholders' Equity: | ' | ' |
Common Stock, $1 Par Value, Shares Authorized 100,000,000 (25,650,270 Shares at May 31, 2014 and 25,577,205 Shares at February 28, 2014) | 25,650,270 | 25,577,205 |
Capital In Excess of Par Value | 23,580,488 | 21,954,777 |
Retained Earnings | 350,735,426 | 339,399,556 |
Accumulated Other Comprehensive Income | -8,025,150 | -11,018,276 |
Total Shareholders' Equity | 391,941,034 | 375,913,262 |
Total Liabilities and Shareholders' Equity | $983,539,494 | $953,253,035 |
Recovered_Sheet1
Condensed consolidated Balance Sheets (Parenthetical) (USD $) | 31-May-14 | Feb. 28, 2014 |
Statement of Financial Position [Abstract] | ' | ' |
Accounts Receivable, Allowance for Doubtful Accounts | $1,472,138 | $1,744,321 |
Common Stock, Par Value (usd per share) | $1 | $1 |
Common Stock, Shares Authorized (shares) | 100,000,000 | 100,000,000 |
Common Stock, Shares Issued (shares) | 25,650,270 | 25,577,205 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Income (Unaudited) (USD $) | 3 Months Ended | |
31-May-14 | 31-May-13 | |
Income Statement [Abstract] | ' | ' |
Net Sales | $216,126,392 | $183,174,619 |
Costs and Expenses | ' | ' |
Cost of Sales | 160,737,654 | 132,459,556 |
Gross Profit | 55,388,738 | 50,715,063 |
Selling, General and Administrative | 27,541,286 | 26,686,938 |
Operating Income (Loss) | 27,847,452 | 24,028,125 |
Interest Expense | 4,208,545 | 4,477,687 |
Net Loss (Gain) On Sale of Property, Plant and Equipment, and Insurance Proceeds | -26,563 | -23,341 |
Other Expense (Income) - net | -31,049 | -3,828,037 |
Income Before Income Taxes | 23,696,519 | 23,401,816 |
Income Tax Expense | 8,771,128 | 8,855,033 |
Net Income | $14,925,391 | $14,546,783 |
Earnings Per Common Share | ' | ' |
Basic Earnings Per Share (usd per share) | $0.58 | $0.57 |
Diluted Earnings Per Share (usd per share) | $0.58 | $0.57 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | |
31-May-14 | 31-May-13 | |
Statement of Comprehensive Income [Abstract] | ' | ' |
Net Income | $14,925,391 | $14,546,783 |
Other Comprehensive Income (Loss): | ' | ' |
Unrealized Translation Gains (Losses) | 3,006,686 | -546,481 |
Interest Rate Swap, Net of Income Tax of $7,301 and $7,301 respectively | -13,560 | -13,560 |
Other Comprehensive Income (Loss) | 2,993,126 | -560,041 |
Comprehensive Income | $17,918,517 | $13,986,742 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) (Unaudited) (USD $) | 3 Months Ended | |
31-May-14 | 31-May-13 | |
Statement of Comprehensive Income [Abstract] | ' | ' |
Interest rate swap, income tax | $7,301 | $7,301 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
31-May-14 | 31-May-13 | |
Cash Flows From Operating Activities: | ' | ' |
Net Income | $14,925,391 | $14,546,783 |
Adjustments To Reconcile Net Income To Net Cash Provided By Operating Activities: | ' | ' |
Provision For Doubtful Accounts | -196,853 | -89,887 |
Amortization and Depreciation | 11,537,590 | 10,065,220 |
Deferred Income Tax Expense | -462,376 | 2,254,920 |
Net Loss (Gain) On Insurance Settlement or On Sale of Property, Plant & Equipment | -26,563 | -23,341 |
Amortization of Deferred Borrowing Costs | 365,632 | 280,025 |
Share Based Compensation Expense | 1,139,372 | 1,607,220 |
Effects of Changes In Assets & Liabilities: | ' | ' |
Accounts Receivable | -14,591,042 | 27,931,086 |
Inventories | -6,550,636 | -4,826,240 |
Prepaid Expenses and Other | -2,688,064 | -3,318,159 |
Other Assets | 77,734 | -4,004,609 |
Net Change In Billings Related To Costs and Estimated Earnings On Uncompleted Contracts | -3,838,061 | -6,451,003 |
Accounts Payable | 13,938,173 | 412,684 |
Other Accrued Liabilities and Income Taxes Payable | -1,536,161 | 1,493,841 |
Net Cash Provided By Operating Activities | 12,094,136 | 39,878,540 |
Cash Flows Used For Investing Activities: | ' | ' |
Proceeds From Sale Or Insurance Settlement of Property, Plant, and Equipment | 33,933 | 28,662 |
Purchase of Property, Plant and Equipment | -5,854,132 | -11,607,540 |
Acquisition of Subsidiaries, Net of Cash Acquired | 0 | -276,599,990 |
Net Cash From Investing Activities | -5,820,199 | -288,178,868 |
Cash Flows From Financing Activities: | ' | ' |
Excess Tax Benefits From Stock Options and Stock Appreciation Rights | 365,615 | 1,114,728 |
Proceeds from Revolving Loan | 10,000,000 | 197,000,000 |
Payments on Revolving Loan | 0 | -15,000,000 |
Proceeds on Long Term Debt | 0 | 75,000,000 |
Payments on Long Term Debt | -15,223,214 | -14,285,714 |
Debt Acquisition Costs | 0 | -5,880,539 |
Payments of Dividends | -3,589,521 | -3,566,265 |
Net Cash Used In Financing Activities | -8,447,120 | 234,382,210 |
Effect of Exchange Rate Changes on Cash | 256,323 | -44,515 |
Net Increase (Decrease) In Cash & Cash Equivalents | -1,916,860 | -13,962,633 |
Cash & Cash Equivalents At Beginning of Period | 27,564,533 | 55,597,751 |
Cash & Cash Equivalents At End of Period | 25,647,673 | 41,635,118 |
Supplemental Disclosures | ' | ' |
Cash Paid For Interest | 3,497,852 | 2,821,579 |
Cash Paid For Income Taxes | $6,485,943 | $403,372 |
Consolidated_Statement_of_Shar
Consolidated Statement of Shareholders' Equity (Unaudited) (USD $) | Total | Stock Appreciation Rights (SARs) [Member] | Common Stock | Common Stock | Capital in Excess of Par Value | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Stock Appreciation Rights (SARs) [Member] | Stock Appreciation Rights (SARs) [Member] | |||||||
Balance at Feb. 28, 2014 | $375,913,262 | ' | $25,577,205 | ' | $21,954,777 | ' | $339,399,556 | ($11,018,276) |
Balance (shares) at Feb. 28, 2014 | ' | ' | 25,577,205 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Compensation (shares) | ' | ' | 0 | ' | ' | ' | ' | ' |
Stock Compensation | 1,139,372 | ' | 0 | ' | 1,139,372 | ' | ' | ' |
Restricted Stock Units (shares) | ' | ' | 12,081 | ' | ' | ' | ' | ' |
Restricted Stock Units | -255,230 | ' | 12,081 | ' | -267,311 | ' | ' | ' |
Stock Issued for SARs, Shares | ' | ' | ' | 25,402 | ' | ' | ' | ' |
Stock Issued for SARs | ' | -599,682 | ' | 25,402 | ' | -625,084 | ' | ' |
Employee Stock Purchase Plan (shares) | ' | ' | 35,582 | ' | ' | ' | ' | ' |
Employee Stock Purchase Plan | 1,048,701 | ' | 35,582 | ' | 1,013,119 | ' | ' | ' |
Federal Income Tax Deducted on Stock Options and SARs | 365,615 | ' | ' | ' | 365,615 | ' | ' | ' |
Cash Dividend Paid | -3,589,521 | ' | ' | ' | ' | ' | -3,589,521 | ' |
Net Income | 14,925,391 | ' | ' | ' | ' | ' | 14,925,391 | ' |
Foreign Currency Translation | 3,006,686 | ' | ' | ' | ' | ' | ' | 3,006,686 |
Interest Rate Swap, Net of $7,301 Income Tax | -13,560 | ' | ' | ' | ' | ' | ' | -13,560 |
Balance at May. 31, 2014 | $391,941,034 | ' | $25,650,270 | ' | $23,580,488 | ' | $350,735,426 | ($8,025,150) |
Balance (shares) at May. 31, 2014 | ' | ' | 25,650,270 | ' | ' | ' | ' | ' |
Consolidated_Statement_of_Shar1
Consolidated Statement of Shareholders' Equity (Parenthetical) (Unaudited) (USD $) | 3 Months Ended | |
31-May-14 | 31-May-13 | |
Statement of Stockholders' Equity [Abstract] | ' | ' |
Interest rate swap, income tax | $7,301 | $7,301 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
31-May-14 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
The Company and Basis of Presentation | |
AZZ incorporated (“AZZ”, the “Company” or “we”) was established in 1956 and incorporated under the laws of the State of Texas. We are a specialty electrical equipment manufacturer and provider of highly engineered services to the global power generation, industrial, transmission and distribution markets as well as a leading provider of hot dip galvanizing services to the North American steel fabrication market. | |
We have two operating segments as defined in our Annual Report on Form 10-K for the fiscal year ended February 28, 2014. As of March 1, 2014, our Electrical and Industrial Products and Services Segment has been given a new description. This operating segment will now be referred to as the Energy Segment to more closely align the description of the segment with the nature of its operations and served markets. There have been no changes to the underlying information reported under this operating segment however, the new description will be included in the operating results for the three months ended May 31, 2014 and 2013 and for future filings. | |
Presentation | |
The accompanying condensed consolidated balance sheet as of February 28, 2014, which was derived from audited financial statements, and the unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. These financial statements should be read in conjunction with the audited financial statements and related notes for the fiscal year ended February 28, 2014 included in the Company’s Annual Report on Form 10-K covering such period. | |
Our fiscal year ends on the last day of February and is identified as the fiscal year for the calendar year in which it ends. For example, the fiscal year ended February 28, 2014 is referred to as fiscal 2014. | |
In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, which are necessary to present fairly the financial position of the Company as of May 31, 2014, and the results of its operations and cash flows for the three month periods ended May 31, 2014 and 2013. These interim results are not necessarily indicative of results for a full year. | |
New Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, issued as a new Topic, Accounting Standards Codification (ASC) Topic 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The premise of the guidance is that a Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is effective for us beginning in fiscal 2018 and can be adopted by the Company either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We are currently evaluating the effect that adopting this new accounting guidance will have on our consolidated results of operations, cash flows and financial position. | |
In April 2014, the FASB issued Accounting Standards Update 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”). The update changes the criteria for reporting discontinued operations and enhancing convergence of the FASB’s and International Accounting Standard Board’s (IASB) reporting requirements for discontinued operations. ASU 2014-08 is effective for a) all disposals or classifications as held for sale of components of an entity that occur within annual periods beginning on or after December 15, 2014 and interim periods within those years and b) all businesses or nonprofit activities that, on acquisition, are classified as held for sale that occur within the annual periods beginning on or after December 15, 2014, and interim periods within those years. Early adoption is permitted, but only for disposals or classifications as held for sale that have not been reported in financial statements previously issued or available for issuance. We do not expect the adoption of ASU 2014-08 to have a significant impact on our condensed consolidated financial statements. |
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | ||||||||
31-May-14 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Earnings Per Share | ' | ||||||||
Earnings Per Share | |||||||||
Earnings per share is based on the weighted average number of shares outstanding during each period, adjusted for the dilutive effect of stock awards. | |||||||||
The following table sets forth the computation of basic and diluted earnings per share: | |||||||||
Three Months Ended May 31, | |||||||||
2014 | 2013 | ||||||||
(Unaudited) | |||||||||
(In thousands except share and per share data) | |||||||||
Numerator: | |||||||||
Net income for basic and diluted earnings per common share | $ | 14,925 | $ | 14,547 | |||||
Denominator: | |||||||||
Denominator for basic earnings per common share–weighted average shares | 25,622,958 | 25,463,942 | |||||||
Effect of dilutive securities: | |||||||||
Employee and Director stock awards | 115,808 | 201,390 | |||||||
Denominator for diluted earnings per common share | 25,738,766 | 25,665,332 | |||||||
Earnings per share basic and diluted: | |||||||||
Basic earnings per common share | $ | 0.58 | $ | 0.57 | |||||
Diluted earnings per common share | $ | 0.58 | $ | 0.57 | |||||
Stockbased_Compensation
Stock-based Compensation | 3 Months Ended | ||||||||
31-May-14 | |||||||||
Share-based Compensation [Abstract] | ' | ||||||||
Stock-based Compensation | ' | ||||||||
Stock-based Compensation | |||||||||
The Company has one share-based compensation plan (the “Plan”). The purpose of the Plan is to promote the growth and prosperity of the Company by permitting the Company to grant to its employees, directors and advisors various types of restricted stock unit awards, stock appreciation rights and options to purchase common stock of the Company. The maximum number of shares that may be issued under the Plan is 5,000,000 shares. As of May 31, 2014 the Company has approximately 368,012 shares available for future issuance under the Plan. | |||||||||
Restricted Stock Unit Awards | |||||||||
Restricted stock unit awards are valued at the market price of our common stock on the grant date. These awards generally have a three year cliff vesting schedule but may vest early in accordance with the Plan’s accelerated vesting provisions. | |||||||||
The activity of our non-vested restricted stock unit awards for the three months ended May 31, 2014 is as follows: | |||||||||
Restricted | Weighted | ||||||||
Stock Units | Average Grant | ||||||||
Date Fair Value | |||||||||
Non-Vested Balance as of February 28, 2014 | 70,352 | $ | 45.96 | ||||||
Granted | 43,075 | 42.89 | |||||||
Vested | (14,328 | ) | 22.65 | ||||||
Forfeited | (2,172 | ) | 42.47 | ||||||
Non-Vested Balance as of May 31, 2014 | 96,927 | $ | 40.13 | ||||||
Stock Appreciation Rights and Option Awards | |||||||||
Stock appreciation rights and option awards are granted with an exercise price equal to the market value of our common stock on the date of grant. These awards generally have a contractual term of 7 years and vest ratably over a period of three years although some may vest immediately on issuance. These awards are valued using the Black-Scholes option pricing model. | |||||||||
A summary of the Company’s stock appreciation rights and option awards activity for the three months ended May 31, 2014 is as follows: | |||||||||
Options/SAR’s | Weighted Average | ||||||||
Exercise Price | |||||||||
Outstanding as of February 28, 2014 | 396,174 | $ | 26.64 | ||||||
Granted | 120,266 | 43.92 | |||||||
Exercised | (81,049 | ) | 22.61 | ||||||
Forfeited | (4,590 | ) | 41.5 | ||||||
Outstanding as of May 31, 2014 | 430,801 | $ | 32.06 | ||||||
Exercisable as of May 31, 2014 | 213,317 | $ | 21.35 | ||||||
Weighted average fair value of options and SARs granted during the period ended May 31, 2014 | $ | 43.92 | |||||||
The average remaining contractual term for those options and stock appreciation rights outstanding at May 31, 2014 is 5.09 years, with an aggregate intrinsic value of $19.2 million. The average remaining contractual terms for those options and stock appreciation rights that are exercisable as of May 31, 2014 is 3.72 years, with an aggregate intrinsic value of $9.5 million. | |||||||||
Employee Stock Purchase Plan | |||||||||
The Company also has an employee stock purchase plan, which 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"). On the first day of an offering period (the “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 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. 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. The fair value of the estimated number of shares to be issued under each offering is determined using the Black-Scholes option pricing model. For the three months ended May 31, 2014, the Company issued 35,582 shares under the Employee Stock Purchase Plan. | |||||||||
Share-based compensation expense and related income tax benefits related to all the plans listed above were as follows: | |||||||||
Period ended May 31, | 2014 | 2013 | |||||||
Compensation Expense | $ | 1,139,372 | $ | 1,607,220 | |||||
Income tax benefits | $ | 398,780 | $ | 562,527 | |||||
Unrecognized compensation cost related to stock appreciation rights, restricted stock units and the employee stock purchase plan at May 31, 2014 totals $3,449,797. | |||||||||
The Company’s policy is to issue shares required under these plans from the Company’s authorized but unissued shares and treasury. |
Segments
Segments | 3 Months Ended | ||||||||
31-May-14 | |||||||||
Segment Reporting [Abstract] | ' | ||||||||
Segments | ' | ||||||||
Segments | |||||||||
We have two operating segments as defined in our Annual Report on Form 10-K for the year ended February 28, 2014. Information regarding operations and assets by segment is as follows: | |||||||||
Three Months Ended May 31, | |||||||||
2014 | 2013 | ||||||||
(Unaudited) | |||||||||
(In thousands) | |||||||||
Net Sales: | |||||||||
Energy | $ | 130,521 | $ | 96,466 | |||||
Galvanizing Services | 85,605 | 86,709 | |||||||
Total Net Sales | 216,126 | 183,175 | |||||||
Operating Income (a): | |||||||||
Energy | 13,812 | 13,048 | |||||||
Galvanizing Services | 21,990 | 21,499 | |||||||
Total Segment Operating Income | 35,802 | 34,547 | |||||||
General Corporate Expense (b) | 7,893 | 10,471 | |||||||
Interest Expense | 4,209 | 4,478 | |||||||
Other (Income) Expense, Net (c) | 3 | (3,804 | ) | ||||||
Total Corporate Expenses | 12,105 | 11,145 | |||||||
Income Before Income Taxes | $ | 23,697 | $ | 23,402 | |||||
Total Assets: | |||||||||
Energy | $ | 559,341 | $ | 557,135 | |||||
Galvanizing Services | 383,612 | 378,102 | |||||||
Corporate | 40,586 | 46,959 | |||||||
$ | 983,539 | $ | 982,196 | ||||||
(a) | Segment operating income consists of net sales, less cost of sales, specifically identifiable selling, general and administrative expenses, and other income and expense items that are specifically identifiable to a segment. | ||||||||
(b) | General Corporate Expense consists of selling, general and administrative expenses that are not specifically identifiable to a segment. | ||||||||
(c) | Other expense, net includes gains or losses on sale of property, plant and equipment and other (income) expenses not specifically identifiable to a segment. |
Warranty_Reserves
Warranty Reserves | 3 Months Ended | |||
31-May-14 | ||||
Product Warranties Disclosures [Abstract] | ' | |||
Warranty Reserves | ' | |||
Warranty Reserves | ||||
A reserve has been established to provide for the estimated future cost of warranties on a portion of the Company’s delivered products and is classified within accrued liabilities on the consolidated balance sheet. Management periodically reviews the reserves and makes adjustments accordingly. Warranties cover such factors as non-conformance to specifications and defects in material and workmanship. The following table shows changes in the warranty reserves since the end of fiscal 2014: | ||||
Warranty Reserve | ||||
(unaudited) | ||||
(in thousands) | ||||
Balance at February 28, 2014 | $ | 1,338 | ||
Warranty costs incurred | (597 | ) | ||
Additions charged to income | 288 | |||
Balance at May 31, 2014 | $ | 1,029 | ||
Acquisitions
Acquisitions | 3 Months Ended | ||||||||
31-May-14 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Acquisitions | ' | ||||||||
Acquisitions | |||||||||
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 Energy Segment to enhance our presence in the power generation market. | |||||||||
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. | |||||||||
The following consolidated supplemental pro forma information assumes that the acquisition of Aquilex SRO took place on March 1, 2013 for the income statements for the three month period ended May 31, 2013. 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 entered into in connection with the acquisition of Aquilex SRO 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, 2013, together with consequential tax effects. In addition, supplemental pro forma earnings were adjusted to exclude approximately $3.2 million of acquisition related costs incurred the three month period ended May 31, 2013. | |||||||||
Three Months Ended May 31, | |||||||||
2014 | 2013 | ||||||||
(In thousands, except for per share amounts) | |||||||||
Net Sales | $ | 216,126 | $ | 206,270 | |||||
Net Income | $ | 14,925 | $ | 17,429 | |||||
Earnings Per Common Share | |||||||||
Basic Earnings Per Share | $ | 0.58 | $ | 0.68 | |||||
Diluted Earnings Per Share | $ | 0.58 | $ | 0.68 | |||||
Using the acquisition method of accounting, the total purchase price was allocated to Aquilex SRO's net identifiable assets based on their estimated fair values as of March 29, 2013, the date AZZ acquired control of Aquilex SRO. The excess of the purchase price over the net identifiable assets was recorded as goodwill. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition: | |||||||||
($ in thousands) | |||||||||
Current Assets | $ | 78,619 | |||||||
Property and Equipment | 27,669 | ||||||||
Intangible Assets | 87,100 | ||||||||
Goodwill | 109,636 | ||||||||
Other Assets | 205 | ||||||||
Total Assets Acquired | 303,229 | ||||||||
Current Liabilities | (27,527 | ) | |||||||
Net Assets Acquired | $ | 275,702 | |||||||
All of the $87.1 million of intangible assets acquired are assigned to customer related intangibles and technology. The goodwill recorded in connection with the acquisition is primarily attributable to a larger geographic footprint and also synergies expected to arise. These intangible assets are being amortized over 14 years for customer related intangibles, 19 years for tradenames and 3-9 years for technology on a straight line basis. Goodwill of $109.6 million arising from the acquisition has been allocated to the Energy Segment and will not be deductible for income tax purposes. During the three month period ended May 31, 2013, we expensed $3.2 million in acquisition costs related to the acquisition of Aquilex SRO. | |||||||||
ASSET | LIFE | ||||||||
Technology | 3-9 years | ||||||||
Customer Related Intangibles | 14 years | ||||||||
Tradename | 19 years |
Subsequent_Events_Notes
Subsequent Events (Notes) | 3 Months Ended |
31-May-14 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
None. |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | ||||||||
31-May-14 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Computation of basic and diluted earnings per share | ' | ||||||||
The following table sets forth the computation of basic and diluted earnings per share: | |||||||||
Three Months Ended May 31, | |||||||||
2014 | 2013 | ||||||||
(Unaudited) | |||||||||
(In thousands except share and per share data) | |||||||||
Numerator: | |||||||||
Net income for basic and diluted earnings per common share | $ | 14,925 | $ | 14,547 | |||||
Denominator: | |||||||||
Denominator for basic earnings per common share–weighted average shares | 25,622,958 | 25,463,942 | |||||||
Effect of dilutive securities: | |||||||||
Employee and Director stock awards | 115,808 | 201,390 | |||||||
Denominator for diluted earnings per common share | 25,738,766 | 25,665,332 | |||||||
Earnings per share basic and diluted: | |||||||||
Basic earnings per common share | $ | 0.58 | $ | 0.57 | |||||
Diluted earnings per common share | $ | 0.58 | $ | 0.57 | |||||
Stockbased_Compensation_Tables
Stock-based Compensation (Tables) | 3 Months Ended | ||||||||
31-May-14 | |||||||||
Share-based Compensation [Abstract] | ' | ||||||||
Restricted Stock Unit Awards Non-Vested | ' | ||||||||
The activity of our non-vested restricted stock unit awards for the three months ended May 31, 2014 is as follows: | |||||||||
Restricted | Weighted | ||||||||
Stock Units | Average Grant | ||||||||
Date Fair Value | |||||||||
Non-Vested Balance as of February 28, 2014 | 70,352 | $ | 45.96 | ||||||
Granted | 43,075 | 42.89 | |||||||
Vested | (14,328 | ) | 22.65 | ||||||
Forfeited | (2,172 | ) | 42.47 | ||||||
Non-Vested Balance as of May 31, 2014 | 96,927 | $ | 40.13 | ||||||
Stock Appreciation Rights and Option Awards | ' | ||||||||
A summary of the Company’s stock appreciation rights and option awards activity for the three months ended May 31, 2014 is as follows: | |||||||||
Options/SAR’s | Weighted Average | ||||||||
Exercise Price | |||||||||
Outstanding as of February 28, 2014 | 396,174 | $ | 26.64 | ||||||
Granted | 120,266 | 43.92 | |||||||
Exercised | (81,049 | ) | 22.61 | ||||||
Forfeited | (4,590 | ) | 41.5 | ||||||
Outstanding as of May 31, 2014 | 430,801 | $ | 32.06 | ||||||
Exercisable as of May 31, 2014 | 213,317 | $ | 21.35 | ||||||
Weighted average fair value of options and SARs granted during the period ended May 31, 2014 | $ | 43.92 | |||||||
Share-based compensation expense and related income tax | ' | ||||||||
Share-based compensation expense and related income tax benefits related to all the plans listed above were as follows: | |||||||||
Period ended May 31, | 2014 | 2013 | |||||||
Compensation Expense | $ | 1,139,372 | $ | 1,607,220 | |||||
Income tax benefits | $ | 398,780 | $ | 562,527 | |||||
Segments_Tables
Segments (Tables) | 3 Months Ended | ||||||||
31-May-14 | |||||||||
Segment Reporting [Abstract] | ' | ||||||||
Operations and assets by segment | ' | ||||||||
Information regarding operations and assets by segment is as follows: | |||||||||
Three Months Ended May 31, | |||||||||
2014 | 2013 | ||||||||
(Unaudited) | |||||||||
(In thousands) | |||||||||
Net Sales: | |||||||||
Energy | $ | 130,521 | $ | 96,466 | |||||
Galvanizing Services | 85,605 | 86,709 | |||||||
Total Net Sales | 216,126 | 183,175 | |||||||
Operating Income (a): | |||||||||
Energy | 13,812 | 13,048 | |||||||
Galvanizing Services | 21,990 | 21,499 | |||||||
Total Segment Operating Income | 35,802 | 34,547 | |||||||
General Corporate Expense (b) | 7,893 | 10,471 | |||||||
Interest Expense | 4,209 | 4,478 | |||||||
Other (Income) Expense, Net (c) | 3 | (3,804 | ) | ||||||
Total Corporate Expenses | 12,105 | 11,145 | |||||||
Income Before Income Taxes | $ | 23,697 | $ | 23,402 | |||||
Total Assets: | |||||||||
Energy | $ | 559,341 | $ | 557,135 | |||||
Galvanizing Services | 383,612 | 378,102 | |||||||
Corporate | 40,586 | 46,959 | |||||||
$ | 983,539 | $ | 982,196 | ||||||
(a) | Segment operating income consists of net sales, less cost of sales, specifically identifiable selling, general and administrative expenses, and other income and expense items that are specifically identifiable to a segment. | ||||||||
(b) | General Corporate Expense consists of selling, general and administrative expenses that are not specifically identifiable to a segment. | ||||||||
(c) | Other expense, net includes gains or losses on sale of property, plant and equipment and other (income) expenses not specifically identifiable to a segment. |
Warranty_Reserves_Tables
Warranty Reserves (Tables) | 3 Months Ended | |||
31-May-14 | ||||
Product Warranties Disclosures [Abstract] | ' | |||
Changes in the warranty reserves | ' | |||
The following table shows changes in the warranty reserves since the end of fiscal 2014: | ||||
Warranty Reserve | ||||
(unaudited) | ||||
(in thousands) | ||||
Balance at February 28, 2014 | $ | 1,338 | ||
Warranty costs incurred | (597 | ) | ||
Additions charged to income | 288 | |||
Balance at May 31, 2014 | $ | 1,029 | ||
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | ||||||||
31-May-14 | |||||||||
Business Acquisition [Line Items] | ' | ||||||||
Summary of Acquisitions | ' | ||||||||
Three Months Ended May 31, | |||||||||
2014 | 2013 | ||||||||
(In thousands, except for per share amounts) | |||||||||
Net Sales | $ | 216,126 | $ | 206,270 | |||||
Net Income | $ | 14,925 | $ | 17,429 | |||||
Earnings Per Common Share | |||||||||
Basic Earnings Per Share | $ | 0.58 | $ | 0.68 | |||||
Diluted Earnings Per Share | $ | 0.58 | $ | 0.68 | |||||
Aquilex [Member] | ' | ||||||||
Business Acquisition [Line Items] | ' | ||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | ' | ||||||||
($ in thousands) | |||||||||
Current Assets | $ | 78,619 | |||||||
Property and Equipment | 27,669 | ||||||||
Intangible Assets | 87,100 | ||||||||
Goodwill | 109,636 | ||||||||
Other Assets | 205 | ||||||||
Total Assets Acquired | 303,229 | ||||||||
Current Liabilities | (27,527 | ) | |||||||
Net Assets Acquired | $ | 275,702 | |||||||
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | ' | ||||||||
ASSET | LIFE | ||||||||
Technology | 3-9 years | ||||||||
Customer Related Intangibles | 14 years | ||||||||
Tradename | 19 years |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | |
31-May-14 | 31-May-13 | |
Numerator: | ' | ' |
Net income for basic and diluted earnings per common share | $14,925,391 | $14,546,783 |
Denominator: | ' | ' |
Denominator for basic earnings per common share-weighted average shares (shares) | 25,622,958 | 25,463,942 |
Effect of dilutive securities: | ' | ' |
Employee and Director stock awards (shares) | 115,808 | 201,390 |
Denominator for diluted earnings per common share (shares) | 25,738,766 | 25,665,332 |
Earnings per share basic and diluted: | ' | ' |
Basic earnings per Common share (usd per share) | $0.58 | $0.57 |
Diluted earnings per common share (usd per share) | $0.58 | $0.57 |
Stockbased_Compensation_Detail
Stock-based Compensation (Details) (Restricted Stock Units (RSUs) [Member], USD $) | 3 Months Ended |
31-May-14 | |
Restricted Stock Units (RSUs) [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' |
Non-Vested Balance as of February 28, 2013 (shares) | 70,352 |
Granted (shares) | 43,075 |
Vested (shares) | -14,328 |
Forfeited (shares) | -2,172 |
Non-Vested Balance as of May 31, 2013 (shares) | 96,927 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ' |
Non-Vested Balance as of February 28, 2013, Weight Average Grant Date Fair Value (usd per share) | $45.96 |
Granted, Weighted Average Grant Date Fair Value (usd per share) | $42.89 |
Vested, Weighted Average Grant Date Fair Value (usd per share) | $22.65 |
Forfeited, Weighted Average Grant Date Fair Value (usd per share) | $42.47 |
Non-Vested as of May 31, 2013, Weighted Average Grant Date Fair Value (usd per share) | $40.13 |
Stockbased_Compensation_Detail1
Stock-based Compensation (Details 1) (Stock Appreciation Rights SARS and Stock Option [Member], USD $) | 3 Months Ended |
31-May-14 | |
Stock Appreciation Rights SARS and Stock Option [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments, Number of Shares [Roll Forward] | ' |
Outstanding as of February 28, 2013 (shares) | 396,174 |
Granted (shares) | 120,266 |
Exercised (shares) | -81,049 |
Forfeited (shares) | -4,590 |
Outstanding as of May 31, 2013 (shares) | 430,801 |
Exercisable as of May 31, 2013 | 213,317 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instrument, Weighted Average Grant Date Fair Value [Roll Forward] | ' |
Outstanding as of February 28, 2013, Weighted Average Exercise Price (usd per share) | $26.64 |
Granted, Weighted Average Exercise Price (usd per share) | $43.92 |
Exercised, Weighted Average Exercise Price (usd per share) | $22.61 |
Forfeited, Weighted Average Exercise Price (usd per share) | $41.50 |
Outstanding at end of the period ended May 31, 2013, Weighted Average Exercise Price (usd per share) | $32.06 |
Exercisable at end of period ended May 31, 2013, Weighted Average Exercise Price (usd per share) | $21.35 |
Weighted average fair value of options and SARs granted during the period ended May 31, 2013 (usd per share) | $43.92 |
Stockbased_Compensation_Detail2
Stock-based Compensation (Details 2) (USD $) | 3 Months Ended | |
31-May-14 | 31-May-13 | |
Share based compensation expense and related income tax benefits | ' | ' |
Compensation Expense | $1,139,372 | $1,607,220 |
Income tax benefits | $398,780 | $562,527 |
Stockbased_Compensation_Detail3
Stock-based Compensation (Details Textual) (USD $) | 3 Months Ended |
31-May-14 | |
share_based_compensation_plan | |
Share Based Compensation (Textual) [Abstract] | ' |
Number Of Share-Based Compensation Plans | 1 |
Shares authorized (shares) | 5,000,000 |
Share for future issuance (shares) | 368,012 |
Unrecognized compensation cost | $3,449,797 |
Employee Stock Purchase Plan [Member] | ' |
Share Based Compensation (Textual) [Abstract] | ' |
Term of offering under stock purchase plan | '24 months |
Granted option lower than | 85.00% |
Restricted common stock under plan | 25,000 |
Common stock purchased during period (shares) | 5,000 |
Share-based Compensation Arrangement, By Share-based Payment Award, Common Shares Estimated To Be Issued | 35,582 |
Restricted Stock [Member] | ' |
Share Based Compensation (Textual) [Abstract] | ' |
Vesting ratably term | '3 years |
Stock Appreciation Rights SARS and Stock Option [Member] | ' |
Share Based Compensation (Textual) [Abstract] | ' |
Vesting ratably term | '3 years |
Term for the contract | '7 years |
Outstanding Average contractual term | '5 years 1 month 4 days |
Outstanding Aggregate intrinsic value | 19,200,000 |
Average remaining contractual term | '3 years 8 months 20 days |
Aggregate remaining intrinsic value | $9,500,000 |
Segments_Details
Segments (Details) (USD $) | 3 Months Ended | ||||
31-May-14 | 31-May-13 | Feb. 28, 2014 | |||
segment | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ||
Number of operating segments | 2 | ' | ' | ||
Operations and assets by segment | ' | ' | ' | ||
Net Sales | $216,126,392 | $183,174,619 | ' | ||
Operating Income | 27,847,452 | 24,028,125 | ' | ||
General Corporate Expense | 7,892,551 | [1] | 10,471,244 | [1] | ' |
Interest Expense | 4,208,545 | 4,477,687 | ' | ||
Other (Income) Expense, Net | 4,753 | [2] | -3,804,247 | [2] | ' |
Total expenses | 12,105,849 | 11,144,684 | ' | ||
Income Before Income Taxes | 23,696,518 | 23,401,816 | ' | ||
Assets | 983,539,494 | 982,196,000 | 953,253,035 | ||
Electrical and Industrial Products [Member] | ' | ' | ' | ||
Operations and assets by segment | ' | ' | ' | ||
Net Sales | 130,521,000 | 96,466,000 | ' | ||
Operating Income | 13,811,913 | [3] | 13,048,000 | [3] | ' |
Assets | 559,341,000 | 557,135,000 | ' | ||
Galvanizing Services [Member] | ' | ' | ' | ||
Operations and assets by segment | ' | ' | ' | ||
Net Sales | 85,605,000 | 86,709,000 | ' | ||
Operating Income | 21,990,454 | [3] | 21,499,000 | [3] | ' |
Assets | 383,612,000 | 378,102,000 | ' | ||
Operating Segments [Member] | ' | ' | ' | ||
Operations and assets by segment | ' | ' | ' | ||
Operating Income | 35,802,367 | [3] | 34,546,500 | [3] | ' |
Corporate [Member] | ' | ' | ' | ||
Operations and assets by segment | ' | ' | ' | ||
Assets | $40,586,000 | $46,959,000 | ' | ||
[1] | General Corporate Expense consists of selling, general and administrative expenses that are not specifically identifiable to a segment. | ||||
[2] | Other expense, net includes gains or losses on sale of property, plant and equipment and other (income) expenses not specifically identifiable to a segment. | ||||
[3] | Segment operating income consists of net sales, less cost of sales, specifically identifiable selling, general and administrative expenses, and other income and expense items that are specifically identifiable to a segment. |
Warranty_Reserves_Details
Warranty Reserves (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | 31-May-14 |
Movement in Standard Product Warranty Accrual [Roll Forward] | ' |
Balance at February 28, 2014 | $1,338 |
Warranty costs incurred | -597 |
Additions charged to income | 288 |
Balance at May 31, 2014 | $1,029 |
Acquisitions_Details
Acquisitions (Details) (Aquilex [Member], USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | 31-May-14 | 31-May-13 |
Aquilex [Member] | ' | ' |
Business Acquisition, Pro Forma Information [Abstract] | ' | ' |
Net Sales | $216,126 | $206,270 |
Net Income | $14,925 | $17,429 |
Earnings Per Common Share | ' | ' |
Basic earnings per share (usd per share) | $0.58 | $0.68 |
Diluted Earnings Per Share (usd per share) | $0.58 | $0.68 |
Acquisitions_Details_1
Acquisitions (Details 1) (USD $) | 31-May-14 | Feb. 28, 2014 | Mar. 29, 2013 | Jun. 02, 2012 |
Aquilex [Member] | Aquilex [Member] | |||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Current Assets | ' | ' | $78,619,000 | ' |
Property and Equipment | ' | ' | 27,669,000 | ' |
Intangible Assets | ' | ' | 87,100,000 | 87,100,000 |
Goodwill | 279,735,091 | 278,556,040 | 109,636,000 | ' |
Other Assets | ' | ' | 205,000 | ' |
Total Assets Acquired | ' | ' | 303,229,000 | ' |
Current Liabilities | ' | ' | -27,527,000 | ' |
Net Assets Acquired | ' | ' | $275,702,000 | ' |
Acquisitions_Details_Textual
Acquisitions (Details Textual) (USD $) | 31-May-14 | Feb. 28, 2014 | Mar. 29, 2013 | Jun. 02, 2012 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 |
Aquilex [Member] | Aquilex [Member] | Customer Related Intangibles [Member] | Trade Names [Member] | Minimum [Member] | Maximum [Member] | |||
Aquilex [Member] | Aquilex [Member] | Developed Technology Rights [Member] | Developed Technology Rights [Member] | |||||
Aquilex [Member] | Aquilex [Member] | |||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | ' | ' | $87,100,000 | $87,100,000 | ' | ' | ' | ' |
Payments to Acquire Businesses, Gross | ' | ' | 275,700,000 | ' | ' | ' | ' | ' |
Business Acquisition Amount of Payment Due at Close under Purchase Agreement | ' | ' | 271,800,000 | ' | ' | ' | ' | ' |
Additional payment on performance | ' | ' | 3,900,000 | ' | ' | ' | ' | ' |
Acquisiton Related Costs Excluded From Pro Form Earnings | ' | ' | 3,200,000 | ' | ' | ' | ' | ' |
Goodwill | 279,735,091 | 278,556,040 | 109,636,000 | ' | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | ' | ' | $303,229,000 | ' | ' | ' | ' | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | ' | ' | ' | ' | '14 years | '19 years | '3 years | '9 years |