Document and Entity Information
Document and Entity Information | 6 Months Ended |
Aug. 31, 2017shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | AZZ INC |
Entity Central Index Key | 8,947 |
Document Type | 10-Q |
Document Period End Date | Aug. 31, 2017 |
Amendment Flag | false |
Document Fiscal Year Focus | 2,018 |
Document Fiscal Period Focus | Q2 |
Current Fiscal Year End Date | --02-28 |
Entity Filer Category | Accelerated Filer |
Entity Common Stock, Shares Outstanding | 25,961,323 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Aug. 31, 2017 | Feb. 28, 2017 |
Current Assets: | ||
Cash and Cash Equivalents | $ 3,549 | $ 11,302 |
Accounts receivable (net of allowance for doubtful accounts of $391 as of August 31, 2017 and $347 as of February 28, 2017) | 138,544 | 138,470 |
Inventories: | ||
Raw Material | 89,138 | 80,169 |
Work-In-Process | 48,129 | 36,033 |
Finished Goods | 6,741 | 7,006 |
Costs and Estimated Earnings In Excess of Billings On Uncompleted Contracts | 32,082 | 20,546 |
Deferred Income Taxes | 249 | |
Prepaid Expenses and Other | 6,824 | 2,762 |
Total Current Assets | 325,007 | 296,537 |
Deferred Tax Assets, Net, Noncurrent | 215 | 0 |
Property, Plant and Equipment, Net | 230,314 | 228,610 |
Goodwill | 310,032 | 306,579 |
Intangibles and Other Assets, Net | 145,833 | 146,113 |
Total Assets | 1,011,401 | 977,839 |
Current Liabilities: | ||
Accounts Payable | 43,698 | 49,816 |
Income Tax Payables | 1,357 | 778 |
Accrued Salaries and Wages | 14,188 | 23,429 |
Other Accrued Liabilities | 20,085 | 18,390 |
Customer Advance Payment | 25,951 | 20,860 |
Long Term Debt Due Within One Year | 14,286 | 16,629 |
Billings In Excess of Costs and Estimated Earnings On Uncompleted Contracts | 6,708 | 11,948 |
Total Current Liabilities | 126,273 | 141,850 |
Long-Term Debt Due After One Year | 287,522 | 254,800 |
Deferred Income Taxes | 52,293 | 51,550 |
Liabilities | 466,088 | 448,200 |
Shareholders' Equity: | ||
Common stock, $1 par, shares authorized 100,000; 25,961 shares issued and outstanding at August 31, 2017 and 25,964 shares issued and outstanding at February 28, 2017 | 25,961 | 25,964 |
Capital In Excess of Par Value | 36,391 | 37,739 |
Retained Earnings | 507,754 | 495,030 |
Accumulated Other Comprehensive Income | (24,793) | (29,094) |
Total Shareholders' Equity | 545,313 | 529,639 |
Total Liabilities and Shareholders' Equity | $ 1,011,401 | $ 977,839 |
Condensed consolidated Balance3
Condensed consolidated Balance Sheets (Parenthetical) - USD ($) | Aug. 31, 2017 | Feb. 28, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, Allowance for Doubtful Accounts | $ 391,332 | $ 347,349 |
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) | 25,961,323 | 25,963,679 |
Common Stock, Shares, Outstanding | 25,961,323 | 25,963,679 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2017 | Aug. 31, 2016 | Aug. 31, 2017 | Aug. 31, 2016 | |
Income Statement [Abstract] | ||||
Net Sales | $ 190,407 | $ 195,045 | $ 398,958 | $ 437,712 |
Costs and Expenses | ||||
Cost of Sales | 148,938 | 153,159 | 308,223 | 332,499 |
Gross Profit | 41,469 | 41,886 | 90,735 | 105,213 |
Selling, General and Administrative | 26,413 | 26,997 | 53,772 | 55,816 |
Operating Income (Loss) | 15,056 | 14,889 | 36,963 | 49,397 |
Interest Expense | 3,400 | 3,580 | 6,760 | 7,505 |
Gain (Loss) on Disposition of Property Plant Equipment | (654) | (192) | (554) | (82) |
Other Expense (Income) - net | (394) | (68) | (479) | (190) |
Income Before Income Taxes | 11,396 | 11,185 | 30,128 | 42,000 |
Income Tax Expense | 3,067 | 1,162 | 8,559 | 10,914 |
Net Income | $ 8,329 | $ 10,023 | $ 21,569 | $ 31,086 |
Earnings Per Common Share | ||||
Basic Earnings Per Share (usd per share) | $ 0.32 | $ 0.39 | $ 0.83 | $ 1.20 |
Diluted Earnings Per Share (usd per share) | $ 0.32 | $ 0.38 | $ 0.83 | $ 1.19 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2017 | Aug. 31, 2016 | Aug. 31, 2017 | Aug. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Income | $ 8,329 | $ 10,023 | $ 21,569 | $ 31,086 |
Other Comprehensive Income (Loss): | ||||
Unrealized Translation Gains (Losses) | 5,326 | 205 | 4,328 | 2,683 |
Interest rate swap, net of income tax of $7, $7, $15, and $15, respectively. | (14) | (14) | (27) | (27) |
Other Comprehensive Income (Loss) | 5,312 | 191 | 4,301 | 2,656 |
Comprehensive Income | $ 13,641 | $ 10,214 | $ 25,870 | $ 33,742 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2017 | Aug. 31, 2016 | Aug. 31, 2017 | Aug. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Interest rate swap, income tax | $ 7 | $ 7 | $ 15 | $ 15 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Cash Flows From Operating Activities: | ||
Net Income | $ 21,569 | $ 31,086 |
Adjustments To Reconcile Net Income To Net Cash Provided By Operating Activities: | ||
Provision For Doubtful Accounts | 47 | 11 |
Amortization and Depreciation | 24,984 | 25,370 |
Deferred Income Tax Expense | 682 | 1,509 |
Property, Plant and Equipment, Disposals | 0 | 6,706 |
Net Loss (Gain) On Insurance Settlement or On Sale of Property, Plant & Equipment | 554 | 82 |
Amortization of Deferred Borrowing Costs | 303 | 639 |
Share Based Compensation Expense | 3,400 | 3,198 |
Effects of Changes In Assets & Liabilities: | ||
Accounts Receivable | 939 | (3,247) |
Inventories | (19,658) | (15,832) |
Prepaid Expenses and Other | (4,021) | (3,040) |
Other Assets | (1,106) | 141 |
Net Change In Billings Related To Costs and Estimated Earnings On Uncompleted Contracts | (16,487) | 8,028 |
Accounts Payable | (6,770) | 1,656 |
Other Accrued Liabilities and Income Taxes Payable | (1,651) | (6,279) |
Net Cash Provided By Operating Activities | 2,785 | 50,028 |
Cash Flows Used For Investing Activities: | ||
Proceeds From Sale Or Insurance Settlement of Property, Plant, and Equipment | 177 | 320 |
Purchase of Property, Plant and Equipment | (16,636) | (19,760) |
Acquisition of Subsidiaries, Net of Cash Acquired | (10,250) | (22,679) |
Net Cash From Investing Activities | (26,709) | (42,119) |
Cash Flows From Financing Activities: | ||
Proceeds from revolving loan | 209,000 | 86,000 |
Payments on revolving loan | (115,500) | (92,000) |
Payments on Long Term Debt | (63,504) | (18,505) |
Payments for Repurchase of Common Stock | (5,185) | 0 |
Payments of Dividends | (8,845) | (7,787) |
Net Cash Used In Financing Activities | 15,966 | (32,292) |
Effect of Exchange Rate Changes on Cash | 205 | 106 |
Net Increase (Decrease) In Cash & Cash Equivalents | (7,753) | (24,277) |
Cash & Cash Equivalents At Beginning of Period | 11,302 | 40,191 |
Cash & Cash Equivalents At End of Period | 3,549 | 15,914 |
Supplemental Disclosures | ||
Cash Paid For Interest | 7,020 | 7,230 |
Cash Paid For Income Taxes | $ 7,605 | $ 9,764 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Equity (Unaudited) - 6 months ended Aug. 31, 2017 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Balance at Feb. 28, 2017 | $ 529,639 | $ 25,964 | $ 37,739 | $ 495,030 | $ (29,094) |
Balance (shares) at Feb. 28, 2017 | 25,964 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock Compensation (shares) | 16 | ||||
Stock Compensation | 3,400 | $ 16 | 3,384 | ||
Restricted Stock Units (shares) | 42 | ||||
Restricted Stock Units | (1,198) | $ 42 | (1,240) | ||
Stock Issued for Stock Appreciation Rights Shares | 1 | ||||
Stock Issued For Stock Appreciation Rights | 0 | $ 1 | (1) | ||
Employee Stock Purchase Plan (shares) | 35 | ||||
Employee Stock Purchase Plan | 1,632 | $ 35 | 1,597 | ||
Treasury Stock, Shares, Retired | (97) | ||||
Treasury Stock, Retired, Par Value Method, Amount | (5,185) | $ 97 | 5,088 | ||
Cash Dividend Paid | (8,845) | (8,845) | |||
Net Income | 21,569 | ||||
Foreign Currency Translation | 4,328 | 4,328 | |||
Interest rate swap, net of $15 income tax | (27) | (27) | |||
Balance at Aug. 31, 2017 | $ 545,313 | $ 25,961 | $ 36,391 | $ 507,754 | $ (24,793) |
Balance (shares) at Aug. 31, 2017 | 25,961 |
Consolidated Statement of Shar9
Consolidated Statement of Shareholders' Equity (Parenthetical) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2017 | Aug. 31, 2016 | Aug. 31, 2017 | Aug. 31, 2016 | |
Statement of Stockholders' Equity [Abstract] | ||||
Interest rate swap, income tax | $ 7 | $ 7 | $ 15 | $ 15 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Aug. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The Company and Basis of Presentation AZZ Inc. (“AZZ”, the “Company”, "our" or “we”) was established in 1956 and incorporated under the laws of the State of Texas. We are a global provider of galvanizing services, welding solutions, specialty electrical equipment and highly engineered services to the power generation, transmission, distribution, refining and industrial markets. We have two distinct operating segments: the Energy Segment and Metal Coatings Segment. AZZ Metal Coatings is a leading provider of metal finishing solutions for corrosion protection, including hot dip galvanizing to the North American steel fabrication industry. AZZ Energy is dedicated to delivering safe and reliable transmission of power from generation sources to end customers, and automated weld overlay solutions for corrosion and erosion mitigation to critical infrastructure in the energy markets worldwide. As of March 1, 2017, our Galvanizing Segment was rebranded to the Metal Coatings Segment to more closely align the description of the segment with its current offerings and served markets. There have been no changes to the underlying information reported under this operating segment for prior periods, however, the new description will be included in the operating results for future filings and include the new powder coating offerings for the current and future periods. Presentation The accompanying condensed consolidated balance sheet as of February 28, 2017 , 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, 2017 , 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, 2018 is referred to as fiscal 2018. 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 August 31, 2017 , the results of its operations for the three and six months ended August 31, 2017 and 2016 , and cash flows for the six months ended August 31, 2017 and 2016 . These interim results are not necessarily indicative of results for a full year. Accounting Standards Recently Adopted In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes.” ASU 2015-17 simplifies the presentation of deferred taxes in a classified statement of financial position and was adopted by the Company on March 1, 2017. As a result of the adoption, the Company is required to offset deferred tax liabilities and assets, as well as any related valuation allowance, and present as a single non-current amount. However, the Company shall not offset deferred tax liabilities and assets attributable to different tax-paying components of the entity or to different tax jurisdictions. The adoption was on a prospective basis and therefore had no impact on prior year. New Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, "Leases." The standard requires a lessee to recognize a liability to make lease payments and a right-of-use asset representing a right to use the underlying asset for the lease term on the balance sheet. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers", issued as a new Topic, Accounting Standards Codification (ASC) Topic 606 ("ASU 2014-09"). 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. ASU 2014-09 can be adopted by the Company either retrospectively or as a cumulative-effect adjustment as of the date of adoption. This ASU is effective for public entities for reporting periods beginning after December 15, 2017. This standard will be effective for the Company beginning in fiscal 2019. The Company is planning on adopting this standard retrospectively. We believe this standard will impact the timing of revenue recognition for contracts which contain multiple performance obligations with revenue recognized over time, however the overall impact to the prior year financial results is still under review. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Aug. 31, 2017 | |
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 August 31, Six Months Ended August 31, 2017 2016 2017 2016 (Unaudited) (In thousands except per share data) Numerator: Net income for basic and diluted earnings per common share $ 8,329 $ 10,023 $ 21,569 $ 31,086 Denominator: Denominator for basic earnings per common share–weighted average shares 25,970 25,987 25,991 25,950 Effect of dilutive securities: Employee and director stock awards 66 132 74 131 Denominator for diluted earnings per common share 26,036 26,119 26,065 26,081 Earnings per share basic and diluted: Basic earnings per common share $ 0.32 $ 0.39 $ 0.83 $ 1.20 Diluted earnings per common share $ 0.32 $ 0.38 $ 0.83 $ 1.19 |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Aug. 31, 2017 | |
Share-based Compensation [Abstract] | |
Stock-based Compensation | Share-based Compensation The Company has one share-based compensation plan, the 2014 Long Term Incentive 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, performance share units, stock options, and stock appreciation rights to purchase common stock of the Company. The maximum number of shares that may be issued under the Plan is 1,500,000 shares. As of August 31, 2017 , the Company has approximately 1,305,632 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. Awards issued prior to fiscal 2015 generally have a three year cliff vesting schedule and awards issued subsequent to fiscal 2015 generally vest ratably over a period of three years but these awards may vest early in accordance with the Plan’s accelerated vesting provisions. The activity of our non-vested restricted stock unit awards for the six month period ended August 31, 2017 is as follows: Restricted Stock Units Weighted Average Grant Date Fair Value Non-Vested Balance as of February 28, 2017 134,547 $ 51.10 Granted 45,613 60.00 Vested (61,361 ) 47.09 Forfeited (4,021 ) 55.50 Non-Vested Balance as of August 31, 2017 114,778 $ 56.63 Performance Share Unit Awards Performance share unit awards are valued at the market price of our common stock on the grant date. These awards have a three year performance cycle and will vest and become payable, if at all, on the third anniversary of the award date. The awards are subject to the Company’s degree of achievement of a target annual average adjusted return on assets during these three year periods. In addition, a multiplier may be applied to the total awards granted which is based on the Company’s total shareholder return during such three year period in comparison to a defined specific industry peer group as set forth in the plan. The activity of our non-vested performance share unit awards for the six month period ended August 31, 2017 is as follows: Performance Weighted Non-Vested Balance as of February 28, 2017 51,426 $ 51.70 Granted 25,634 60.20 Vested — — Forfeited (2,631 ) 27.25 Non-Vested Balance as of August 31, 2017 74,429 $ 54.53 Stock Appreciation Rights Stock appreciation rights 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 activity for the six month period ended August 31, 2017 is as follows: SAR’s Weighted Average Exercise Price Outstanding as of February 28, 2017 170,139 $ 42.02 Granted — — Exercised (4,479 ) 42.54 Forfeited (2,145 ) 45.36 Outstanding as of August 31, 2017 163,515 $ 41.96 Exercisable as of August 31, 2017 153,515 $ 41.75 The average remaining contractual term for those stock appreciation rights outstanding at August 31, 2017 is 3.02 years, with an aggregate intrinsic value of $1.1 million . The average remaining contractual terms for those stock appreciation rights that are exercisable as of August 31, 2017 is 3.01 years, with an aggregate intrinsic value of $1.1 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 six month period ended August 31, 2017 , the Company issued 35,447 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: Six months ended August 31, 2017 2016 (In thousands) (Unaudited) Compensation Expense $ 3,400 $ 3,198 Income tax benefits $ 1,088 $ 1,023 Unrecognized compensation cost related to restricted stock units, performance share unit awards, stock appreciation rights, and the employee stock purchase plan at August 31, 2017 totals $8.6 million . The Company’s policy is to issue shares required under these plans from the Company’s treasury shares or from the Company’s authorized but unissued shares. |
Segments
Segments | 6 Months Ended |
Aug. 31, 2017 | |
Segment Reporting [Abstract] | |
Segments | Segments Information regarding operations and assets by segment was as follows: Three Months Ended August 31, Six Months Ended August 31, 2017 2016 2017 2016 (Unaudited) Net Sales: Energy $ 91,377 $ 97,601 $ 207,850 $ 235,703 Metal Coatings 99,030 97,444 191,108 202,009 Total net sales 190,407 195,045 398,958 437,712 Operating Income: Energy 32 8,195 8,627 26,948 Metal Coatings 23,409 15,032 44,651 39,334 Corporate (8,385 ) (8,338 ) (16,315 ) (16,885 ) Total operating income 15,056 14,889 36,963 49,397 Interest expense 3,400 3,580 6,760 7,505 Net loss on sale of property, plant and equipment and insurance proceeds 654 192 554 82 Other income, net (394 ) (68 ) (479 ) (190 ) Income before income taxes $ 11,396 $ 11,185 $ 30,128 $ 42,000 As of August 31, 2017 August 31, 2016 August 31, 2017 August 31, 2016 Total Assets: Energy $ 551,035 $ 543,141 $ 551,035 $ 543,141 Metal Coatings 449,228 423,587 449,228 423,587 Corporate 11,138 25,006 11,138 25,006 $ 1,011,401 $ 991,734 $ 1,011,401 $ 991,734 Financial Information About Geographical Areas Below is a breakdown of selected financial information by geographical area: Three Months Ended August 31, Six Months Ended August 31, 2017 2016 2017 2016 (Unaudited) Net Sales: U.S. $ 156,672 $ 141,038 $ 326,670 $ 295,438 International 33,839 54,163 72,393 142,970 Eliminations (104 ) (156 ) (104 ) (695 ) Total Net Sales $ 190,407 $ 195,045 $ 398,958 $ 437,712 August 31, 2017 February 28, 2017 (In thousands) (Unaudited) Property, Plant and Equipment, Net: U.S. $ 206,298 $ 205,079 Canada 18,169 18,002 Other Countries 5,847 5,529 Total Property, Plant and Equipment, Net $ 230,314 $ 228,610 |
Warranty Reserves
Warranty Reserves | 6 Months Ended |
Aug. 31, 2017 | |
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 2017: Warranty Reserve (unaudited) (in thousands) Balance at February 28, 2017 $ 2,098 Warranty costs incurred (993 ) Additions charged to income 695 Balance at August 31, 2017 $ 1,800 |
DEBT (Notes)
DEBT (Notes) | 6 Months Ended |
Aug. 31, 2017 | |
Debt [Abstract] | |
Long-term Debt [Text Block] | Debt Our debt consisted of the following: As of August 31, 2017 February 28, 2017 (In thousands) (Unaudited) Senior Notes, due in balloon payment in January 2021 $ 125,000 $ 125,000 Senior Notes, due in annual installments of $14,286 beginning in March 2012 through March 2018 14,286 28,571 Term Note, due in quarterly installments beginning in June 2013 through March 2018 — 49,219 Revolving line of credit with bank 163,000 69,500 Total debt 302,286 272,290 Unamortized debt issuance costs for Senior Notes and Term Note (478 ) (861 ) Total debt, net 301,808 271,429 Less amount due within one year (14,286 ) (16,629 ) Debt due after one year, net $ 287,522 $ 254,800 On March 21, 2017, we executed the Amended and Restated Credit Agreement (the “2017 Credit Agreement”) with Bank of America and other lenders. The 2017 Credit Agreement amended the Credit Agreement entered into on March 27, 2013 by the following: (i) extending the maturity date until March 21, 2022, (ii) providing for a senior revolving credit facility in a principal amount of up to $450 million, with an additional $150 million accordion, (iii) including a $75 million sublimit for the issuance of standby and commercial letters of credit, (iv) including a $30 million sublimit for swing line loans, (v) restricting indebtedness incurred in respect of capital leases, synthetic lease obligations and purchase money obligations not to exceed $20 million, (vi) restricting investments in any foreign subsidiaries not to exceed $50 million in the aggregate, and (vii) including various financial covenants and certain restricted payments relating to dividends and share repurchases as specifically set forth in the 2017 Credit Agreement. The balance due on the $75.0 million term facility under the previous Credit Agreement was paid in full as a result of the execution of the 2017 Credit Agreement. The financial covenants, as defined in the 2017 Credit Agreement, require us 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 used to finance working capital needs, capital improvements, dividends, future acquisitions, letter of credit needs and share repurchases. Interest rates for borrowings under the 2017 Credit Agreement are based on either a Eurodollar Rate or a Base Rate plus a margin ranging from 0.875% to 1.875% depending on our Leverage Ratio (as defined in the 2017 Credit Agreement). 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. |
Subsequent Events (Notes)
Subsequent Events (Notes) | 6 Months Ended |
Aug. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On September 6, 2017, we completed the acquisition of all the assets and outsanding shares of Powergrid Solutions, Inc. ("PSI"), a privately held company, based in Oshkosh, Wisconsin. PSI designs, engineers and manufactures customized low and medium-voltage power quality, power generation and distribution equipment. PSI’s product portfolio includes metal-enclosed, metal-clad and padmount switchgear, serving the utility, commercial, industrial and renewable energy markets since 1982. The acquisition of PSI is a key addition to our electrical switchgear portfolio. The addition of PSI’s low-voltage and padmount switchgear allows AZZ to offer a comprehensive portfolio of customized switchgear solutions to both existing and new customers in a diverse set of industries. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Aug. 31, 2017 | |
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 August 31, Six Months Ended August 31, 2017 2016 2017 2016 (Unaudited) (In thousands except per share data) Numerator: Net income for basic and diluted earnings per common share $ 8,329 $ 10,023 $ 21,569 $ 31,086 Denominator: Denominator for basic earnings per common share–weighted average shares 25,970 25,987 25,991 25,950 Effect of dilutive securities: Employee and director stock awards 66 132 74 131 Denominator for diluted earnings per common share 26,036 26,119 26,065 26,081 Earnings per share basic and diluted: Basic earnings per common share $ 0.32 $ 0.39 $ 0.83 $ 1.20 Diluted earnings per common share $ 0.32 $ 0.38 $ 0.83 $ 1.19 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Aug. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation, Performance Shares Award Unvested Activity [Table Text Block] | The activity of our non-vested performance share unit awards for the six month period ended August 31, 2017 is as follows: Performance Weighted Non-Vested Balance as of February 28, 2017 51,426 $ 51.70 Granted 25,634 60.20 Vested — — Forfeited (2,631 ) 27.25 Non-Vested Balance as of August 31, 2017 74,429 $ 54.53 |
Restricted Stock Unit Awards Non-Vested | The activity of our non-vested restricted stock unit awards for the six month period ended August 31, 2017 is as follows: Restricted Stock Units Weighted Average Grant Date Fair Value Non-Vested Balance as of February 28, 2017 134,547 $ 51.10 Granted 45,613 60.00 Vested (61,361 ) 47.09 Forfeited (4,021 ) 55.50 Non-Vested Balance as of August 31, 2017 114,778 $ 56.63 |
Stock Appreciation Rights and Option Awards | A summary of the Company’s stock appreciation rights activity for the six month period ended August 31, 2017 is as follows: SAR’s Weighted Average Exercise Price Outstanding as of February 28, 2017 170,139 $ 42.02 Granted — — Exercised (4,479 ) 42.54 Forfeited (2,145 ) 45.36 Outstanding as of August 31, 2017 163,515 $ 41.96 Exercisable as of August 31, 2017 153,515 $ 41.75 |
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: Six months ended August 31, 2017 2016 (In thousands) (Unaudited) Compensation Expense $ 3,400 $ 3,198 Income tax benefits $ 1,088 $ 1,023 |
Warranty Reserves (Tables)
Warranty Reserves (Tables) | 6 Months Ended |
Aug. 31, 2017 | |
Product Warranties Disclosures [Abstract] | |
Changes in the warranty reserves | The following table shows changes in the warranty reserves since the end of fiscal 2017: Warranty Reserve (unaudited) (in thousands) Balance at February 28, 2017 $ 2,098 Warranty costs incurred (993 ) Additions charged to income 695 Balance at August 31, 2017 $ 1,800 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Aug. 31, 2017 | |
Debt [Abstract] | |
Schedule of Debt [Table Text Block] | Our debt consisted of the following: As of August 31, 2017 February 28, 2017 (In thousands) (Unaudited) Senior Notes, due in balloon payment in January 2021 $ 125,000 $ 125,000 Senior Notes, due in annual installments of $14,286 beginning in March 2012 through March 2018 14,286 28,571 Term Note, due in quarterly installments beginning in June 2013 through March 2018 — 49,219 Revolving line of credit with bank 163,000 69,500 Total debt 302,286 272,290 Unamortized debt issuance costs for Senior Notes and Term Note (478 ) (861 ) Total debt, net 301,808 271,429 Less amount due within one year (14,286 ) (16,629 ) Debt due after one year, net $ 287,522 $ 254,800 On March 21, 2017, we executed the Amended and Restated Credit Agreement (the “2017 Credit Agreement”) with Bank of America and other lenders. The 2017 Credit Agreement amended the Credit Agreement entered into on March 27, 2013 by the following: (i) extending the maturity date until March 21, 2022, (ii) providing for a senior revolving credit facility in a principal amount of up to $450 million, with an additional $150 million accordion, (iii) including a $75 million sublimit for the issuance of standby and commercial letters of credit, (iv) including a $30 million sublimit for swing line loans, (v) restricting indebtedness incurred in respect of capital leases, synthetic lease obligations and purchase money obligations not to exceed $20 million, (vi) restricting investments in any foreign subsidiaries not to exceed $50 million in the aggregate, and (vii) including various financial covenants and certain restricted payments relating to dividends and share repurchases as specifically set forth in the 2017 Credit Agreement. The balance due on the $75.0 million term facility under the previous Credit Agreement was paid in full as a result of the execution of the 2017 Credit Agreement. The financial covenants, as defined in the 2017 Credit Agreement, require us to maintain on a consolidated basis a Leverage Ratio not to exceed 3.25:1.0 and an Interest Coverage Ratio of at least 3.00:1.0. The 2017 Credit Agreement will be used to finance working capital needs, capital improvements, dividends, future acquisitions, letter of credit needs and share repurchases. Interest rates for borrowings under the 2017 Credit Agreement are based on either a Eurodollar Rate or a Base Rate plus a margin ranging from 0.875% to 1.875% depending on our Leverage Ratio (as defined in the 2017 Credit Agreement). The Eurodollar Rate is defined as LIBOR for a term equivalent to the borrowing term (or other similar interbank rates if LIBOR is unavailable). The Base Rate is defined as the highest of the applicable Fed Funds rate plus 0.50%, the Prime rate, or the Eurodollar Rate plus 1.0% at the time of borrowing. The 2017 Credit Agreement also carries a Commitment Fee for the unfunded portion ranging from 0.175% to 0.30% per annum, depending on our Leverage Ratio. |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2017 | Aug. 31, 2016 | Aug. 31, 2017 | Aug. 31, 2016 | |
Numerator: | ||||
Net income for basic and diluted earnings per common share | $ 8,329 | $ 10,023 | $ 21,569 | $ 31,086 |
Denominator: | ||||
Denominator for basic earnings per common share-weighted average shares (shares) | 25,970 | 25,987 | 25,991 | 25,950 |
Effect of dilutive securities: | ||||
Employee and Director stock awards (shares) | 66 | 132 | 74 | 131 |
Denominator for diluted earnings per common share (shares) | 26,036 | 26,119 | 26,065 | 26,081 |
Earnings per share basic and diluted: | ||||
Basic earnings per Common share (usd per share) | $ 0.32 | $ 0.39 | $ 0.83 | $ 1.20 |
Diluted earnings per common share (usd per share) | $ 0.32 | $ 0.38 | $ 0.83 | $ 1.19 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Aug. 31, 2017$ / sharesshares | |
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, 2017 | shares | 134,547 |
Granted (shares) | shares | 45,613 |
Vested (shares) | shares | (61,361) |
Forfeited (shares) | shares | (4,021) |
Non-Vested Balance as of August 31, 2017 | shares | 114,778 |
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, 2017 | $ / shares | $ 51.10 |
Granted, Weighted Average Grant Date Fair Value (usd per share) | $ / shares | 60 |
Vested, Weighted Average Grant Date Fair Value (usd per share) | $ / shares | 47.09 |
Forfeited, Weighted Average Grant Date Fair Value (usd per share) | $ / shares | 55.50 |
Non-Vested Balance as of August 31, 2017 | $ / shares | $ 56.63 |
Stock-based Compensation (Det23
Stock-based Compensation (Details 1) - Stock Appreciation Rights (SARs) [Member] - $ / shares | 6 Months Ended | |
Aug. 31, 2017 | Feb. 28, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 163,515 | 170,139 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 41.96 | $ 42.02 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments, Number of Shares [Roll Forward] | ||
Granted (shares) | 0 | |
Exercised (shares) | (4,479) | |
Forfeited (shares) | (2,145) | |
Exercisable as of August 31, 2017 | 153,515 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instrument, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Granted, Weighted Average Exercise Price (usd per share) | $ 0 | |
Exercised, Weighted Average Exercise Price (usd per share) | 42.54 | |
Forfeited, Weighted Average Exercise Price (usd per share) | 45.36 | |
Exercisable as of August 31, 2017 | $ 41.75 |
Stock-based Compensation (Det24
Stock-based Compensation (Details 2) - USD ($) $ in Thousands | 6 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Share based compensation expense and related income tax benefits | ||
Income tax benefits | $ 1,088 | $ 1,023 |
Stock-based Compensation (Det25
Stock-based Compensation (Details Textual) | 6 Months Ended | ||
Aug. 31, 2017USD ($)share_based_compensation_plan$ / sharesshares | May 31, 2017shares | Feb. 28, 2017$ / sharesshares | |
Share Based Compensation (Textual) [Abstract] | |||
Number Of Share-Based Compensation Plans | share_based_compensation_plan | 1 | ||
Shares authorized (shares) | 1,500,000 | ||
Share for future issuance (shares) | 1,305,632 | ||
Unrecognized compensation cost | $ | $ 8,565,163 | ||
Restricted Stock [Member] | |||
Share Based Compensation (Textual) [Abstract] | |||
Vesting ratably term | 3 years | ||
Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 74,429 | 51,426 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares | $ 54.53 | $ 51.700 | |
Share Based Compensation (Textual) [Abstract] | |||
Vesting ratably term | 3 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 25,634 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 60.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (2,631) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ / shares | $ 27.25 | ||
Stock Appreciation Rights (SARs) [Member] | |||
Share Based Compensation (Textual) [Abstract] | |||
Vesting ratably term | 3 years | ||
Term for the contract | 7 years | ||
Outstanding Average contractual term | 3 years 7 days | ||
Outstanding Aggregate intrinsic value | $ | $ 1,100,000 | ||
Average remaining contractual term | 3 years 2 days | ||
Aggregate remaining intrinsic value | $ | $ 1,100,000 | ||
Employee Stock [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 | 35,447 |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Aug. 31, 2017 | Aug. 31, 2016 | Aug. 31, 2017 | Aug. 31, 2016 | Feb. 28, 2017 | |
Segment Reporting Information [Line Items] | |||||
Property, Plant and Equipment, Net | $ 230,314 | $ 230,314 | $ 228,610 | ||
Operations and assets by segment | |||||
Net Sales | 190,407 | $ 195,045 | 398,958 | $ 437,712 | |
Operating Income | 15,056 | 14,889 | 36,963 | 49,397 | |
Interest Expense | 3,400 | 3,580 | 6,760 | 7,505 | |
Gain (Loss) on Disposition of Property Plant Equipment | 654 | 192 | 554 | 82 | |
Other Nonoperating Income (Expense) | (394) | (68) | (479) | (190) | |
Income Before Income Taxes | 11,396 | 11,185 | 30,128 | 42,000 | |
Assets | 1,011,401 | 991,734 | 1,011,401 | 991,734 | 977,839 |
Energy [Member] | |||||
Operations and assets by segment | |||||
Net Sales | 91,377 | 97,601 | 207,850 | 235,703 | |
Operating Income | 32 | 8,195 | 8,627 | 26,948 | |
Assets | 551,035 | 543,141 | 551,035 | 543,141 | |
Galvanizing Services [Member] | |||||
Operations and assets by segment | |||||
Net Sales | 99,030 | 97,444 | 191,108 | 202,009 | |
Operating Income | 23,409 | 15,032 | 44,651 | 39,334 | |
Assets | 449,228 | 423,587 | 449,228 | 423,587 | |
Corporate, Non-Segment [Member] | |||||
Operations and assets by segment | |||||
Operating Income | (8,385) | (8,338) | (16,315) | (16,885) | |
Corporate [Member] | |||||
Operations and assets by segment | |||||
Assets | 11,138 | 25,006 | 11,138 | 25,006 | |
UNITED STATES | |||||
Segment Reporting Information [Line Items] | |||||
Property, Plant and Equipment, Net | 206,298 | 206,298 | 205,079 | ||
Operations and assets by segment | |||||
Net Sales | 156,672 | 141,038 | 326,670 | 295,438 | |
CANADA | |||||
Segment Reporting Information [Line Items] | |||||
Property, Plant and Equipment, Net | 18,169 | 18,169 | 18,002 | ||
Other Countries [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Property, Plant and Equipment, Net | 5,847 | 5,847 | $ 5,529 | ||
International [Member] | |||||
Operations and assets by segment | |||||
Net Sales | 33,839 | 54,163 | 72,393 | 142,970 | |
Geography Eliminations [Member] | |||||
Operations and assets by segment | |||||
Net Sales | $ (104) | $ (156) | $ (104) | $ (695) |
Warranty Reserves (Details)
Warranty Reserves (Details) $ in Thousands | 6 Months Ended |
Aug. 31, 2017USD ($) | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |
Opening Balance | $ 2,098 |
Warranty costs incurred | 993 |
Closing Balance | 1,800 |
Product Warranty Accrual, Warranties Issued | $ 695 |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | Aug. 31, 2017 | Feb. 28, 2017 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 301,808 | $ 271,429 |
Long-term Debt, Gross | 302,286 | 272,290 |
Unamortized Debt Issuance Expense | (478) | (861) |
Debt, Current | (14,286) | (16,629) |
Long-term Debt, Excluding Current Maturities | 287,522 | 254,800 |
Senior Notes [Member] | Unsecured Senior Notes Due January 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 125,000 | 125,000 |
Senior Notes [Member] | Unsecured Senior Notes Due March 2012 through March 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 14,286 | 28,571 |
Medium-term Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 0 | 49,219 |
Line of Credit [Member] | Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 163,000 | $ 69,500 |
Realignment (Details)
Realignment (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 0 | $ (6,706) |