AZZ 2013.2.28 10K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ý        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 2013
OR
¨        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number: 1-12777
AZZ incorporated
(Exact name of registrant as specified in its charter)
TEXAS
 
75-0948250
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
One Museum Place, Suite 500
3100 West Seventh Street
Fort Worth, Texas
 
76107
(Address of principal executive offices)
 
(Zip Code)
(817) 810-0095
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Common Stock, $1.00 par value per share
 
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes                    No
¨                       ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes                    No
¨                       ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes                    No
ý                       ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes                    No
ý                       ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer
o
Smaller Reporting Company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes                    No
¨                       ý
As of August 31, 2012 (the last business day of its most recently completed second fiscal quarter), the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $776,841,787 based on the closing sale price of $31.76 per share as reported on the New York Stock Exchange. For purposes of determining the above stated amount, only the directors, executive officers and 10% or greater shareholders of the registrant have been deemed affiliates; however, this does not represent a conclusion by the registrant that any or all such persons are affiliates of the registrant.
As of April 15, 2013, there were 25,473,321 shares of the registrant’s common stock ($1.00 par value) outstanding.
DOCUMENTS INCORPORATED BY REFERENCE

Document
Parts Into Which Incorporated
Certain information contained in the definitive Proxy Statement for the Annual Meeting of Shareholders to be held
July 9, 2013 (Proxy Statement)
  
Part III


Table of Contents



AZZ incorporated
YEAR ENDED FEBRUARY 28, 2013
INDEX TO FORM 10-K
 
 
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
 
 
 
 
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
 
 
 
 
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
 
 
 
 
Item 15.
 
 
 
 


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Forward Looking Statements
Certain statements herein about our expectations of future events or results constitute forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by terminology such as, “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology. Such forward-looking statements are based on currently available competitive, financial and economic data and management’s views and assumptions regarding future events. Such forward-looking statements are inherently uncertain, and investors must recognize that actual results may differ from those expressed or implied in the forward-looking statements. This Annual Report on Form 10-K may contain forward-looking statements that involve risks and uncertainties including, but not limited to, changes in customer demand and response to products and services offered by AZZ, including demand by the power generation markets, electrical transmission and distribution markets, the industrial markets, and the hot dip galvanizing markets; prices and raw material cost, including zinc and natural gas which are used in the hot dip galvanizing process; changes in the economic conditions of the various markets that AZZ serves, foreign and domestic, customer requested delays of shipments, acquisition opportunities, currency exchange rates, adequacy of financing, and availability of experienced management employees to implement AZZ’s growth strategy; a downturn in market conditions in any industry relating to the products we inventory or sell or the services that we provide; the continuing economic volatility in the U.S. and other markets in which we operate (including volatility related to the "sequester" and related governmental spending and budget matters); acts of war or terrorism inside the United States or abroad; and other changes in economic and financial conditions. You are urged to consider these factors carefully in evaluating the forward-looking statements herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. These statements are based on information as of the date of this Annual Report on Form 10-K and AZZ assumes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.
PART I
Item 1.    Business
AZZ incorporated (“AZZ”, the “Company” or “we”) was established in 1956 and incorporated under the laws of the State of Texas. We are an electrical equipment and components manufacturer, serving the global markets of power generation, transmission and distribution, and the general industrial markets, and a leading provider of hot dip galvanizing services to the North American steel fabrication market. We offer products through two distinct business segments, the Electrical and Industrial Products and Services Segment and the Galvanizing Services Segment.
Electrical and Industrial Products and Services Segment
Our Electrical and Industrial Products and Services Segment produces highly engineered specialty electrical products, industrial lighting and tubular products, all of which we market and sell both in domestic and international markets. Our electrical products are designed, manufactured and configured to distribute electrical power to and from generators, transformers, switching devices and other electrical configurations and are supplied to the power generation, transmission and distribution markets and the general industrial market. Our industrial products include industrial lighting and tubular products. We provide lighting products to the petroleum and food processing industries, and to other industries with unique lighting challenges. We also provide tubular products to the petroleum industry. In addition, our Electrical and Industrial Products and Services Segment provides electrical and mechanical equipment and services enhancing the safety of nuclear facilities. The markets for our Electrical and Industrial Products and Services Segment are highly competitive and consist of a few large multi-national companies, along with numerous small independent companies. Competition is based primarily on product quality, range of product line, price and service. While some of our competitors are much larger and better financed than us, we believe that we can compete favorably with them.

Copper, aluminum and steel are the primary raw materials used by this segment. All of these raw materials are currently readily available. Because the Electrical and Industrial Products and Services Segment does not commit contractually to minimum volumes, increases in price for these items are normally managed through escalation clauses to the customer’s contracts, although during difficult market conditions the customer may resist these escalation clauses. In addition, we look to get firm pricing contracts from our vendors on material at the time we receive orders from our customers to minimize risk.
We sell this segment’s products through manufacturers’ representatives, distributors, agents and our internal sales force. We are not dependent on any single customer for this segment, and the loss of any single customer would not have a material adverse effect on our consolidated revenues or net income.
On March 29, 2013, subsequent to the end of fiscal 2013, we completed our acquisition 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

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solutions designed to improve mechanical integrity and extend component life. 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.
On June 1, 2012, we completed the acquisition of substantially all of the assets of Nuclear Logistics Incorporated ("NLI"), located in Fort Worth, Texas. NLI is the largest third party supplier of electrical and mechanical equipment enhancing the safety of nuclear facilities. This acquisition was made to expand our product offerings as well as increase AZZ's footprint in the Power Generation market. 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 this acquisition was $8.5 million, and is reflected as a long-term liability. AZZ serves the Power Generation, electrical transmission and distribution and Industrial markets. Our stated acquisition strategy has been to participate to a greater degree in each of these markets. Prior to the acquisition of NLI, the majority of AZZ’s sales to the Power Generation market were new project driven associated with either the building of replacement for an existing power plant, or a new power generation plant to provide power to expanding economies in domestic and international markets. NLI serves both the project (new power plants) and the existing power plants, and after an extended valuation, we determined that NLI met our strategy. While NLI products and services are associated with the construction of new nuclear power plants, the primary NLI business model is driven by the continual updating and upgrading of the safety equipment of domestic and international nuclear power facilities. This acquisition therefore increased our opportunities for increased sales and operating income for new power projects as well as increased our participation in the revenue opportunities of existing facilities. The pre-acquisition customer base of AZZ is essentially the same customer base of NLI.
Backlog of orders for the Electrical and Industrial Products and Services Segment was approximately $221.7 million at February 28, 2013, $138.6 million at February 29, 2012 and $108.4 million at February 28, 2011. The increase in backlog is mainly attributable to the acquisition of NLI, which accounted for 44% of the total backlog as of February 28, 2013. The majority of the backlog as of February 28, 2013 should be delivered during the next 18 months. We believe that the contracts and purchase orders included in the backlog are firm.
During the Company’s fiscal year ended February 28, 2013, the Electrical and Industrial Products and Services Segment had international sales of $43.8 million, or 19% of this segment’s total revenues of $233.6 million. During the fiscal years ended February 29, 2012 and February 28, 2011, the Electrical and Industrial Products and Services Segment had international sales of $43.7 million and $27.9 million, respectively, and international sales comprised approximately 23% and 17%, respectively, of this segment’s total revenues.
We employed a total of 847 people in this segment as of February 28, 2013.
Galvanizing Services Segment
The Galvanizing Services Segment provides hot dip galvanizing to the steel fabrication industry through facilities located throughout the South, Midwest, East Coast and Southwest of the United States and in the Canadian provinces of Quebec, Ontario and Nova Scotia. Hot dip galvanizing is a metallurgical process in which molten zinc is applied to a customer’s material. The zinc bonding renders corrosion protection to fabricated steel for extended periods of up to 50 years. As of February 28, 2013, we operated thirty-five galvanizing plants, which are located in Alabama, Arkansas, Arizona, Colorado, Indiana, Illinois, Louisiana, Kentucky, Minnesota, Mississippi, Missouri, Ohio, Oklahoma, Tennessee, Texas, Virginia and West Virginia in the United States and Ontario, Quebec and Nova Scotia in Canada.
Galvanizing is a highly competitive business, and we compete with other galvanizing companies, captive galvanizing facilities operated by manufacturers, and alternate forms of corrosion protection such as paint. Our galvanizing markets are generally limited to areas within relatively close proximity to our galvanizing plants due to freight cost.
Zinc, the principal raw material used in the galvanizing process, is currently readily available, but has volatile pricing. We manage our exposure to commodity pricing of zinc by utilizing agreements with zinc suppliers that include protective caps and fixed costs contracts to guard against escalating commodity prices. We also secure firm pricing for natural gas supplies with individual utilities when possible.
We typically serve fabricators or manufacturers that provide services to the electrical and telecommunications, bridge and highway, petrochemical and general industrial markets, and numerous original equipment manufacturers. We do not depend on any single customer for our galvanizing services, and the loss of any single customer would not have a material adverse effect on our consolidated revenues or net income.

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The backlog of galvanizing orders generally is nominal due to the short time requirement involved in the process.
On January 2, 2013, we acquired G3 Galvanizing Limited ("G3"), a company with galvanizing operations in Halifax, Nova Scotia. The purchase price paid in connection with the asset purchase was $12.0 million and the assumption of $3.1 million in liabilities. 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.
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. This acquisition was made to complement and expand our existing geographic Canadian footprint.
On February 1, 2012, we acquired substantially all of the assets of Galvan Metal Inc. ("Galvan"), a corporation existing under the laws of Canada, including a galvanizing plant located in Montreal, Quebec and related equipment and supplies. The purchase price for this transaction was $29.1 million ($27.4 million net of cash acquired on hand at Galvan of $1.7 million). This acquisition was made to expand our galvanizing services geographic footprint internationally.
On August 3, 2010, we completed our acquisition of North American Galvanizing & Coatings, Inc. (“NGA”), a leading provider of corrosion protection for iron and steel components fabricated by its customers, through a cash tender offer and subsequent merger resulting in NGA being a wholly-owned subsidiary of AZZ. The total cash purchase price for NGA was $132 million ($104 million net of cash acquired on hand at NGA of $28 million). The acquisition was made to expand our geographic footprint.
During the Company’s fiscal year ended February 28, 2013, the Galvanizing Services Segment had international sales from Canada of $23.1 million, or 6.9% of this segment’s total revenues of $337.0 million. During the fiscal years ended February 29, 2012 the Galvanizing Services Segment had international sales of $0.6 million and for the fiscal year ended February 28, 2011, the Galvanizing Services Segment had no international sales.
The disclosures set forth in Item 7A, Quantitative and Qualitative Disclosures About Market Risk, below are incorporated by reference in this Item 1.
We employed a total of 1,785 people in this segment as of February 28, 2013.

The information regarding our net operating loss carryforwards disclosed in Note 6 to the Consolidated Financial Statements filed with this Annual Report on Form 10-K is incorporated by reference in this Item 1.
The information regarding revenues, profits or losses and total assets for each of the Electrical and Industrial Products and Services Segment and the Galvanizing Services Segment filed with the financial statements included in this Annual Report on Form 10-K are incorporated by reference in this Item 1.
In order to maintain permits to operate certain of our facilities, we may need to make future capital expenditures for equipment in order to meet new or existing environmental regulations. In connection with the fire at our Joliet, Illinois facility, in fiscal 2014 we estimate making approximately $20 million in capital expenditures related to the rebuilding of that facility.
Executive Officers of the Registrant
 
Name
Age
 
Business Experience of Executive Officers for Past Five Years
Position or Office with Registrant or Prior Employer
 
Held Since
David H. Dingus
65

 
President and Chief Executive Officer
 
2001
Dana L. Perry
64

 
Senior Vice President of Finance, Chief Financial Officer and Secretary
 
2004
Ashok E. Kolady
39

 
Senior Vice President, Electrical & Industrial Products Segment Vice President, Business Development
Operation, Marketing, & Business Development, Eaton Corp.
 
2012 2007-2012
2004-2007
Tim E. Pendley
51

 
Senior Vice President, Galvanizing Services Segment
Vice President Operations, Galvanizing Services Segment
 
2009
2004-2009
Richard W. Butler
47

 
Vice President, Corporate Controller
 
2004
Francis D. Quinn
47

 
Vice President, Human Resources
Vice President - Benefits and Compensation, Americredit Corp.
 
2009
2004-2008
Matt Emery
45

 
Vice President, Chief Information Officer Senior Director of Information Technologies, Hewlett-Packard
 
2013 2004-2013


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Each executive officer was elected by the Board of Directors to hold office until the next Annual Meeting or until his successor is elected. No executive officer has any family relationships with any other executive officer of the Company.
Available Information
We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its rules and regulations. The Exchange Act requires us to file reports, proxy statements and other information with the SEC. Copies of these reports, proxy statements and other information can be inspected and copied at:
 
SEC Public Reference Room
100 F Street, N.E.
Washington, D.C. 20549
You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of any material we have filed with the SEC by mail at prescribed rates from:
 
Public Reference Section
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20548
You may obtain these materials electronically by accessing the SEC’s website on the Internet at:
 
http://www.sec.gov
In addition, we make available, free of charge, on our Internet website, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file this material with, or furnish it to, the SEC. You may review these documents, under the heading “Investor Relations,” subheading “SEC Filings,” on our website at:
 
http://www.azz.com
Reports and other information concerning our Company are available for inspection and copying at:
 
New York Stock Exchange
20 Broad Street
New York, New York 10005
Corporate Governance
Our Company’s Board of Directors (the “Board”), with the assistance of its Nominating and Corporate Governance Committee, has adopted Corporate Governance Guidelines that set forth the Board’s policies regarding corporate governance.
In connection with the Board’s responsibility to oversee our legal compliance and conduct, the Board has adopted a Code of Ethics, which applies to the Company’s officers, directors and employees.

The Board has adopted charters for each of its Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. You may review the Corporate Governance Guidelines, our Code of Ethics and our Committee charters under the Heading “Investor Relations,” subheading “Corporate Governance,” on our website at:
 
http://www.azz.com
You may also obtain a copy of these documents by mailing a request to:
 
AZZ incorporated
Investor Relations
One Museum Place, Suite 500
3100 West Seventh Street
Fort Worth, TX 76107

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Item 1A.    Risk Factors
Our business is subject to a variety of risks, including the risks described below, which we believe are the most significant risks and uncertainties facing our business. However, they are not the only ones facing us. Additional risks and uncertainties not known to us or not described below may also impair our business operations. If any of the following risks actually occur, our business, financial condition and results of operations could be negatively impacted and our future growth could be impacted as well.
Our business segments operate in highly competitive markets.
Many of our competitors, primarily in our Electrical and Industrial Products and Services Segment, are significantly larger and have substantially more resources. Competition is based on a number of factors, including price. Certain of our competitors may have lower cost structures and may, therefore, be able to provide their products and services at lower pricing than we are able to provide. We cannot be certain that our competitors will not develop the expertise, experience and resources to provide services that are superior in both price and quality. Similarly, we cannot be certain that we will be able to maintain or enhance our competitive position within our industries, maintain our customer base at current levels or increase our customer base.
Climate change could impact our business.
Climate changes could have an adverse impact on the Company, particularly in hurricane prone or low lying areas near the ocean. At this time, the Company is not able to speculate as to the potential timing or impact from potential global warming, however the Company believes that it currently has adequate insurance coverage related to natural disasters at the Company’s sites.
International agreements and national or regional legislation and regulatory measures to limit greenhouse emissions are currently in various stages of discussion or implementation. These and other greenhouse gas emissions-related laws, policies and regulations may result in substantial capital, compliance, operating and maintenance costs. The level of expenditure required to comply with these laws and regulations is uncertain and is expected to vary depending on the laws enacted in each jurisdiction, our activities in the particular jurisdiction and market conditions.
The effect of regulation on our financial performance will depend on a number of factors including, among others, the sectors covered, the greenhouse gas emissions reductions required by law, the extent to which we would be entitled to receive emission allowance allocations or would need to purchase compliance instruments on the open market or through auctions, the price and availability of emission allowances and credits and the impact of legislation or other regulation on our ability to recover the costs incurred through the pricing of our products and services.

Our business segments are sensitive to economic downturns.
If the general level of economic activity deteriorates from current levels, our customers may delay or cancel new projects. If there is a reduction in demand for our products or services, as a result of a downturn in the general economy, there could be a material adverse effect on price levels and the quantity of goods and services purchased, therefore adversely impacting revenues and results from operations. A number of factors, including financing conditions and potential bankruptcies in the industries we serve, could adversely affect our customers and their ability or willingness to fund capital expenditures in the future and pay for past services. Certain economic conditions may also impact the financial condition of one or more of our key suppliers, which could affect our ability to secure raw materials and components to meet our customers’ demand for our products. Other various factors drive demand for our products and services, including the price of oil, economic forecasts and financial markets, including uncertainty regarding the "sequester" and related governmental spending and budget matters. Uncertainty in the global economy and financial markets could continue to impact our customers and could in turn severely impact the demand for spending projects that would result in a reduction in orders for our products and services. All of these factors together could materially impact our business, financial condition, cash flows and results of operations and potentially impact the trading price of our common stock.
International and political events may adversely affect our Electrical and Industrial Products and Galvanizing Services Segments.
A portion of the revenues from our Electrical and Industrial Products and Galvanizing Services Segments are from international markets. The occurrence of any of the risks described below could have an adverse effect on our consolidated results of operations, cash flows and financial condition:
 
political and economic instability, such as is occurring in Northern Africa, Europe and the Middle East;
social unrest, acts of terrorism, force majeure, war or other armed conflict;
inflation;
currency fluctuation, devaluations and conversion restrictions;
governmental activities that limit or disrupt markets, restrict payments or limit the movement of funds; and
trade restrictions and economic embargoes by the United States or other countries.
Fluctuations in the price and supply of raw materials and natural gas for our business segments may adversely affect our operations.
We purchase a wide variety of raw materials for our Electrical and Industrial Products and Services Segment to manufacture our products, including steel, aluminum and copper. Unanticipated increases in raw material requirements or price increases could increase production costs and adversely affect profitability. In our Galvanizing Services Segment, zinc and natural gas represent a large portion of our cost of sales. The prices of zinc and natural gas are highly volatile. The following factors, which are beyond our control, affect the price of raw materials and natural gas for our business segments: supply and demand; freight costs and transportation availability; trade duties and taxes; and labor disputes. We seek to maintain operating margins by attempting to increase the price of our products and services in response to increased costs, but may not be successful in passing these price increases through to our customers.
Our volume of fixed-price contracts for our Electrical and Industrial Products and Services Segment could adversely affect our business.
We currently generate, and expect to continue to generate, a significant portion of our revenues under fixed price contracts. We must estimate the costs of completing a particular project to bid for fixed-price contracts. The actual cost of labor and materials, however, may vary from the costs we originally estimated. Depending on the size of a particular project, variations from estimated cost could have a significant impact on our operating results for any fiscal year.
Our operations could be adversely impacted by the continuing effects from government regulations.
Various regulations have been implemented related to new safety and certification requirements applicable to oil and gas drilling and production activities. While certain new drilling plans and drilling permits have been approved, we cannot predict whether operators will be able to satisfy these requirements. Further, we cannot predict what the continuing effects of government regulations on offshore deepwater drilling projects may have on offshore oil and gas exploration and development activity, or what actions may be taken by our customers or other industry participants in response to these regulations. Changes in laws or regulations regarding offshore oil and gas exploration and development activities and decisions by customers and other industry participants could reduce demand for our services, which would have a negative impact on our operations. Similarly, we cannot accurately predict future regulations by the government in any country in which we operate and how those regulations may affect our ability to perform projects in those regions.
Our acquisition strategy involves a number of risks.
We intend to pursue growth through the pursuit of opportunities to acquire companies or assets that will enable us to expand our product and service offerings and to increase our geographic footprint. We routinely review potential acquisitions. However, we may be unable to implement this growth strategy if we cannot reach agreement on potential strategic acquisitions on acceptable terms or for other reasons. Moreover, our acquisition strategy involves certain risks, including:
 
difficulties in the integration of operations and systems;
the termination of relationships by key personnel and customers of the acquired company;
a failure to add additional employees to handle the increased volume of business;
additional financial and accounting challenges and complexities in areas such as tax planning, treasury management and financial reporting;
risks and liabilities from our acquisitions, some of which may not be discovered during our due diligence;
a disruption of our ongoing business or an inability of our ongoing business to receive sufficient management attention; and
a failure to realize the cost savings or other financial benefits we anticipated.

Future acquisitions may require us to obtain additional equity or debt financing, which may not be available on attractive terms.
Our use of percentage-of-completion accounting in the Electrical and Industrial Products and Services Segment could result in a reduction or elimination of previously reported profits.
As discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates” and in the notes to our consolidated financial statements, a portion of our revenues is recognized on the percentage-of-completion method of accounting. The percentage-of-completion accounting practice causes us to recognize contract revenues and earnings ratably over the contract term in proportion to our incurrence of contract costs. The earnings or losses recognized on individual contracts are based on estimates of contract revenues, costs and profitability. Contract losses are recognized in full when determined, and contract profit estimates are adjusted based on ongoing reviews of contract profitability. Actual collection of contract amounts or change orders could differ from estimated amounts and could result in a reduction or elimination of previously recognized earnings. In certain circumstances, it is possible that such adjustments could be significant.
We may not be able to fully realize the revenue value reported in our backlog for our Electrical and Industrial Products and Services Segment.
We have a backlog of work in our Electrical and Industrial Products and Services Segment. Orders included in our backlog are represented by customer purchase orders and contracts, which we believe to be firm. Backlog develops as a result of new business secured, which represents the revenue value of new project commitments received by us during a given period. Backlog consists of projects which have either (1) not yet been started or (2) are in progress and are not yet complete. In the latter case, the revenue value reported in backlog is the remaining value associated with work that has not yet been completed. From time to time, projects that were recorded as new business are cancelled. In the event of a project cancellation, we may be reimbursed for certain costs but typically have no contractual right to the total revenue reflected in our backlog. In addition to being unable to recover certain direct costs, we may also incur additional costs resulting from underutilized assets if projects are cancelled.
Our operating results may vary significantly from quarter to quarter.
Our quarterly results may be materially and adversely affected by:
 
the timing and volume of work under new agreements;
general economic conditions;
inclement weather;
the budgetary spending patterns of customers;
variations in the margins of projects performed during any particular quarter;
losses experienced in our operations not otherwise covered by insurance;
a change in the demand or production of our products and our services caused by severe weather conditions;
a change in the mix of our customers, contracts and business;
a change in customer delivery schedule;
increases in design and manufacturing costs; and
abilities of customers to pay their invoices owed to us.
Accordingly, our operating results in any particular quarter may not be indicative of the results expected for any other quarter or for the entire year.

We may be unsuccessful at generating internal growth.
Our ability to generate internal growth will be affected by, among other factors, our ability to:
 
attract new customers, internationally and domestically;
potential regulatory changes;
increase the number or size of projects performed for existing customers;
hire and retain employees; and
increase volume utilizing our existing facilities.
Many of the factors affecting our ability to generate internal growth may be beyond our control, and we cannot be certain that our strategies will be successful or that we will be able to generate cash flow sufficient to fund our operations and to support internal growth. If we are unsuccessful, we may not be able to achieve internal growth, expand our operations or grow our business.
The departure of key personnel could disrupt our business.
We depend on the continued efforts of our executive officers and senior management. We cannot be certain that any individual will continue in such capacity for any particular period of time. The loss of key personnel, or the inability to hire and retain qualified employees, could negatively impact our ability to manage our business.
Our business requires skilled labor, and we may be unable to attract and retain qualified employees.
Our ability to maintain our productivity and profitability could be limited by an inability to employ, train and retain skilled personnel necessary to meet our requirements. We may experience shortages of qualified personnel. We cannot be certain that we will be able to maintain an adequately skilled labor force necessary to operate efficiently and to support our growth strategy or that our labor expense will not increase as a result of shortage in the supply of skilled personnel. Labor shortages or increased labor costs could impair our ability to maintain our business or grow our revenues.
Actual and potential claims, lawsuits, and proceedings could ultimately reduce our profitability and liquidity and weaken our financial condition.
In the future, the Company could be named as a defendant in legal proceedings claiming damages from us in connection with the operation of our business. Most of the actions against us arise out of the normal course of our performing services or with respect to the equipment we manufacture. We could potentially be a plaintiff in legal proceedings against customers, in which we seek to recover payments of contractual amounts due to us, as well as claims for increased costs incurred by us. When appropriate, we establish provisions against certain legal exposures, and we adjust such provisions from time to time according to ongoing developments related to each exposure. If in the future our assumptions and estimates related to such exposures prove to be inadequate or incorrect, our consolidated results of operations, cash flows and financial condition could be adversely affected. In addition, claims, lawsuits and proceedings may harm our reputation and possibly divert management resources away from operating our business.
Technological innovations by competitors may make existing products and production methods obsolete.
All of the products manufactured and sold by the Company depend upon the best available technology for success in the marketplace. The competitive environment is highly sensitive to technological innovation in both segments of our business. It is possible for our competitors, both foreign and domestic, to develop new products or production methods, which will make current products or methods obsolete or at least hasten their obsolescence.

Catastrophic events could disrupt our business.
The occurrence of catastrophic events ranging from natural disasters such as earthquakes, tsunamis or hurricanes to epidemics such as health epidemics to acts of war and terrorism could disrupt or delay our ability to complete projects and could potentially expose the Company to third-party liability claims. Such events may or may not be fully covered by our various insurance policies or may be subject to deductibles. In addition, such events could impact our customers and suppliers, resulting in temporary or long-term delays and/or cancellations of orders or raw materials used in normal business operations. These situations are outside the Company’s control and could have a significant adverse impact on the results of operations.
We may incur additional healthcare costs arising from federal healthcare reform legislation.
In March 2010, Congress passed, and the President signed, the Patient Protection and Affordable Care Act. This legislation expands health care coverage to many uninsured individuals and expands coverage to those already insured, and this legislation is having a significant impact on health care providers, insurers and others associated with the health care industry. Federal and state governments may propose other health care initiatives and revisions to the health care and health insurance systems. We are currently evaluating the impact of this legislation on our business. The changes required by this legislation could cause us to incur additional healthcare and other costs, but we do not expect any material short-term impact on our financial results as a result of the legislation and are currently assessing the extent of any long-term impact.
Adoption of new or revised employment and labor laws and regulations could make it easier for our employees to obtain union representation and our business could be adversely impacted.
Other than an immaterial number of employees at three of our wholly-owned subsidiaries, none of our employees are currently represented by unions. However, our employees have the right at any time under the National Labor Relations Act to form or affiliate with a union. If some or our entire workforce were to become unionized and the terms of the collective bargaining agreement were significantly different from our current compensation arrangements, it could increase our costs and adversely impact our profitability. Any changes in regulations, the imposition of new regulations, or the enactment of new legislation could have an adverse impact on our business; to the extent it becomes easier for workers to obtain union representation.
Item 1B.    Unresolved Staff Comments
None.

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Item 2.    Properties
The following table sets forth information about the Company’s principal facilities, owned or leased, on February 28, 2013:
 
Location
 
Land/Acres
 
Buildings/Sq. Footage
 
Segment/Occupant
Crowley, Texas
 
29.7

 
201,000

 
Electrical and Industrial Products and Services
Houston, Texas
 
5.4

 
61,600

 
Electrical and Industrial Products and Services
Richland, Mississippi
 
6.7

 
58,700

 
Electrical and Industrial Products and Services
Pittsburg, Kansas
 
15.3

 
87,800

 
Electrical and Industrial Products and Services
Medway, Massachusetts
 

 
(Leased) 90,900

 
Electrical and Industrial Products and Services
Fulton, Missouri
 

 
(Leased) 126,300

 
Electrical and Industrial Products and Services
Tulsa, Oklahoma
 

 
(Leased) 66,000

 
Electrical and Industrial Products and Services
St. Catharines, Ontario
 
4.57

 
47,500

 
Electrical and Industrial Products and Services
Fort Worth, Texas
 

 
(Leased) 201,000

 
Electrical and Industrial Products and Services
Beaumont, Texas
 
12.9

 
33,700

 
Galvanizing Services
Crowley, Texas
 
28.5

 
79,200

 
Galvanizing Services
Houston, Texas
 
25.2

 
61,800

 
Galvanizing Services
Houston, Texas
 
23.66

 
128,764

 
Galvanizing Services
Hurst, Texas
 
9.19

 
51,583

 
Galvanizing Services
Waskom, Texas
 
10.6

 
30,400

 
Galvanizing Services
Moss Point, Mississippi
 
13.5

 
16,000

 
Galvanizing Services
Richland, Mississippi
 
5.6

 
22,800

 
Galvanizing Services
Citronelle, Alabama
 
10.8

 
34,000

 
Galvanizing Services
Goodyear, Arizona
 
16.8

 
36,800

 
Galvanizing Services
Prairie Grove, Arkansas
 
11.5

 
34,000

 
Galvanizing Services
Belle Chasse, Louisiana
 
9.5

 
34,000

 
Galvanizing Services
Port Allen, Louisiana
 
22.2

 
48,700

 
Galvanizing Services
Cincinnati, Ohio
 
15

 
81,700

 
Galvanizing Services
Canton, Ohio
 
13.63

 
60,756

 
Galvanizing Services
Hamilton, Indiana
 
49.3

 
110,700

 
Galvanizing Services
Muncie, Indiana
 
6.6

 
50,200

 
Galvanizing Services
Plymouth, Indiana
 
40

 
42,900

 
Galvanizing Services
Joliet, Illinois
 
12

 
113,900*

 
Galvanizing Services
Dixon, Illinois
 
21.3

 
59,600

 
Galvanizing Services
Peoria, Illinois
 
7.4

 
42,600

 
Galvanizing Services
Peoria, Illinois
 

 
(Leased) 66,400

 
Galvanizing Services
Winsted, Minnesota
 
10.4

 
81,200

 
Galvanizing Services
Bristol, Virginia
 
3.6

 
38,000

 
Galvanizing Services
Poca, West Virginia
 
22.0

 
14,300

 
Galvanizing Services
Commerce, Colorado
 
3.85

 
31,940

 
Galvanizing Services
Chelsea, Oklahoma
 
15

 
30,700

 
Galvanizing Services
Tulsa, Oklahoma
 
29.8

 
186,726

 
Galvanizing Services
Port of Catoosa, Oklahoma
 
4.00

 
(Leased) 42,360

 
Galvanizing Services
Nashville, Tennessee
 
12.00

 
27,055

 
Galvanizing Services
St. Louis, Missouri
 
5.59

 
1,800

 
Galvanizing Services
Kansas City, Missouri
 

 
(Leased) 18,000

 
Galvanizing Services
Louisville, Kentucky
 
5.90

 
23,007

 
Galvanizing Services

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Montreal, QC Canada
 
4.44

 
85,000

 
Galvanizing Services
Acton, ON Canada
 
6.34

 
32,090

 
Galvanizing Services
Acton, ON Canada
 
4.08

 
24,180

 
Galvanizing Services
Halifax, NS Canada
 
2.91

 
33,832

 
Galvanizing Services
Fort Worth, Texas
 

 
(Leased) 41,000

 
Corporate Offices
*As previously discussed the Joliet, Illinois facility is currently being rebuilt as a result of the fire that occurred during fiscal 2013.
The following table sets forth information about the Company's principal facilities subsequently acquired in connection with the Company's acquisition of Aquilex SRO, as described in Note 15 of the Consolidated Financial Statements:
Location
 
Land/Acres
 
Buildings/Sq. Footage
 
Segment/Occupant
Norcross, Georgia
 
5.5

 
(Leased) 15,000
 
Electrical and Industrial Products and Services
Norcross, Georgia
 
11.0

 
(Leased) 161,229
 
Electrical and Industrial Products and Services
College Station, Texas
 

 
(Leased) 1,000
 
Electrical and Industrial Products and Services
Chanute, Kansas
 

 
(Leased) 5,000
 
Electrical and Industrial Products and Services
Tomball, Texas
 

 
(Leased) 1,000
 
Electrical and Industrial Products and Services
Spring, Texas
 

 
(Leased) 1,000
 
Electrical and Industrial Products and Services
Hawthorn Woods, Illinois
 

 
(Leased) 1,000
 
Electrical and Industrial Products and Services
York, Pennsylvania
 

 
(Leased) 4,855
 
Electrical and Industrial Products and Services
St. Petersburg, Florida
 
6.4

 
(Leased) 26,000
 
Electrical and Industrial Products and Services
Edmonton, AB Canada
 

 
(Leased) 17,680
 
Electrical and Industrial Products and Services
Hellevoetsluis, Netherlands
 
1.6

 
(Leased) 30,785
 
Electrical and Industrial Products and Services
Radom, Poland
 

 
(Leased) 56,000
 
Electrical and Industrial Products and Services
Osasaco, Brazil
 

 
(Leased) 1,000
 
Electrical and Industrial Products and Services


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Item 3.    Legal Proceedings
Environmental Proceedings
We are subject to various environmental protection reviews by state and federal government agencies. We cannot presently determine the ultimate liability, if any, that might result from these reviews or additional clean-up and remediation expenses. However, as a result of an internal analysis and prior clean-up efforts, we believe that the reviews and any required remediation will not have a material impact on the Company. In order to maintain permits to operate certain of our facilities, we may need to make future capital expenditures for equipment in order to meet new or existing environmental regulations.
The Company has been named as a defendant in certain lawsuits in the normal course of business. In the opinion of management, after consulting with legal counsel, the liabilities, if any, resulting from these matters should not have a material effect on our financial position or results of operations.
 

Item 4.    Mine Safety Disclosures
Not applicable.

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PART II
 

Item 5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our common stock, $1.00 par value (“Common Stock”), is traded on the New York Stock Exchange under the symbol “AZZ”. The following table sets forth the high and low sales prices of our Common Stock on the New York Stock Exchange on a quarterly basis for each of the two fiscal years ended February 28, 2013 and February 29, 2012. All shares and earnings per share data has been adjusted to reflect our two for one stock split, effected in the form of a share dividend approved by the Board of Directors on June 28, 2012, and paid on July 30, 2012.
 
  
 
Quarter Ended
May  31,
 
Quarter Ended
August  31,
 
Quarter Ended
November  30,
 
Quarter Ended
February  28, 29
Per Share
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 
2013
 
2012
High
 
$
27.32

 
$
23.96

 
$
33.60

 
$
26.65

 
$
40.66

 
$
23.95

 
$
45.49

 
$
26.48

Low
 
$
23.33

 
$
20.42

 
$
24.89

 
$
20.07

 
$
31.40

 
$
18.60

 
$
35.12

 
$
20.83

Dividends Declared
 
0.125

 
0.125

 
0.125

 
0.125

 
0.14

 
0.125

 
0.14

 
0.125

The payment of dividends is within the discretion of our Board and is dependent on our earnings, capital requirements, operating and financial condition and other factors. We have paid dividends quarterly during each of fiscal 2013, fiscal 2012 and fiscal 2011. The total amount paid for dividends during fiscal 2013 was $13.4 million, compared to $12.6 million and $12.5 million during fiscal 2012 and 2011, respectively. We have a debt covenant with our lenders that restricts the amount of annual dividends to not exceed $15 million. On March 27, 2013, we entered into a new Credit Agreement with Bank of America, referenced in Note 10 of the Consolidated Financial Statements that restricts the amount of future annual dividends not to exceed $20 million. In the future, we expect to pay quarterly dividends similar to those paid in fiscal 2013.
In January of 2012, our Board authorized the repurchase of up to 10% of the outstanding shares of our Common Stock. The share repurchase authorization does not have an expiration date, and the amount and prices paid for any future share purchases under the new authorization will be based on market conditions and other factors at the time of the purchase. Repurchases under this share repurchase authorization will be made through open market purchases or private transactions in accordance with applicable federal securities laws, including Rule 10b-18 under the Exchange Act. We did not repurchase any shares of Common Stock during the fiscal year ended February 28, 2013.
The approximate number of holders of record of our Common Stock at April 16, 2013 was 497. See Item 12 of this Report for information regarding securities authorized for issuance under equity compensation plans.

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STOCK PRICE PERFORMANCE GRAPH
The following graph illustrates the five-year cumulative total return on investments in our Common Stock, the CRSP Index for NYSE Stock Market (U.S. Companies) and the CRSP Index for NYSE Stocks (SIC 5000-5099 US Companies). These indices are prepared by Zacks Investment Research, Inc. AZZ’s Common Stock is listed on The New York Stock Exchange and AZZ is engaged in two industry segments. The shareholder return shown below is not necessarily indicative of future performance. Total return, as shown, assumes $100 invested on February 28, 2008, in shares of AZZ Common Stock and each index, all with cash dividends reinvested. The calculations exclude trading commissions and taxes.
Comparison of Five Year-Cumulative Total Returns
Value of $100 Invested on February 28, 2008
For Fiscal Year Ended on the Last Day of February

 
Legend
 
Symbol
 
CRSP Total Returns Index for:
 
2/08
 
2/09
 
2/10
 
2/11
 
2/12
 
2/13
 
 
AZZ incorporated
 
100.00

 
57.14

 
89.39

 
124.40

 
149.53

 
270.24

 
 
CRSP Index for NYSE Stock Market (US Companies)
 
100.00

 
55.97

 
86.38

 
107.22

 
110.64

 
127.65

 
 
CRSP Index for NYSE Stocks (SIC 5000-5099
 
100.00

 
53.95

 
96.60

 
127.03

 
144.67

 
160.79

 
 
US Companies)
 
 
 
 
 
 
 
 
 
 
 
 
Notes:

A.
The lines represent monthly index levels derived from compounded daily returns that include all dividends.
B.
The indexes are reweighted daily, using the market capitalization on the previous trading day.
C.
If the monthly interval, based on the fiscal year-end, is not a trading day, the preceding trading day is used.
D.
The index level for all series was set to $100.0 on 02/28/2008.
The equity compensation plan information required by this Item is incorporated herein by reference to the section titled “Equity Compensation Plan Information” in Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

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 Item 6.        Selected Financial Data.
 
 
Fiscal Year
 
 
2013 (a)
 
2012 (b)
 
2011 (c)
 
2010
 
2009 (d)
 
 
(In thousands, except per share amounts)
Summary of operations:
 
 
 
 
 
 
 
 
 
 
Net sales
 
$
570,594

 
$
469,112

 
$
380,649

 
$
357,030

 
$
412,364

Net income
 
60,456

 
40,736

 
34,963

 
37,728

 
42,206

Earnings per share:
 
 
 
 
 
 
 
 
 
 
Basic earnings per common share
 
$
2.39

 
$
1.62

 
$
1.40

 
$
1.54

 
$
1.74

Diluted earnings per common share
 
2.37

 
1.61

 
1.39

 
1.51

 
1.72

Total assets
 
$
694,205

 
$
606,775

 
$
566,525

 
$
381,961

 
$
354,715

Long-term debt
 
210,714

 
225,000

 
225,000

 
100,000

 
100,000

Total liabilities
 
360,271

 
319,166

 
310,507

 
154,095

 
167,604

Shareholders’ equity
 
333,934

 
287,609

 
256,018

 
227,866

 
187,112

Working capital
 
143,533

 
224,757

 
225,833

 
163,825

 
123,652

Cash provided by operating activities
 
$
92,738

 
$
64,065

 
$
42,085

 
$
82,588

 
$
60,196

Capital expenditures
 
24,923

 
19,784

 
16,411

 
12,037

 
20,009

Depreciation & amortization
 
29,363

 
22,595

 
22,166

 
17,426

 
14,528

Cash dividend per common share
 
0.53

 
0.50

 
0.50

 
0.12

 

Weighted average shares outstanding
 
25,320

 
25,132

 
24,922

 
24,566

 
24,280


(a)
Includes the acquisition of NLI, on June 1, 2012, the acquisition of Galvcast on October 1, 2012 and the acquisition of G3 on January 2, 2013. See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Year ended February 28, 2013 compared to year ended February 29, 2012.
(b)
Includes the acquisition of Galvan, on February 1, 2012. See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Year ended February 29, 2012 compared to year ended February 28, 2011.
(c)
Includes the acquisition of NGA, on June 14, 2010.
(d)
Includes the acquisition of AAA Industries, Inc. on April 1, 2008 and Blenkhorn and Sawle Limited on July 1, 2008.

Item 7.        Management’s Discussion and Analysis of Financial Condition and Results of Operation.
You should read the following discussion together with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements about our business and operations. Our actual results may differ materially from those we currently anticipate as a result of the factors we describe under “Risk Factors” and elsewhere in this Annual Report on Form 10-K.
Overview
We operate two distinct business segments, the Electrical and Industrial Products and Services Segment and the Galvanizing Services Segment. The Electrical and Industrial Products and Services Segment serves the power generation, transmission and distribution markets and the general industrial market. As of February 28, 2013, the Galvanizing Services Segment consisted of thirty-five hot dip-galvanizing facilities located throughout the South, Midwest, East Coast and Southwest of the United States and in the Canadian provinces of Quebec, Ontario and Nova Scotia, that provide galvanizing services to the steel fabrication industry. References herein to fiscal years are to the twelve-month periods that end in February of the relevant calendar year. For example, the twelve-month period ended February 28, 2013 is referred to as “fiscal 2013” or “fiscal year 2013.”
For the fiscal year ended February 28, 2013, we recorded revenues of $570.6 million compared to the prior year’s revenues of $469.1 million. Approximately 41% of our revenues were generated from the Electrical and Industrial Products and Services Segment and approximately 59% were generated from the Galvanizing Services Segment. Net income for fiscal 2013 was $60.5 million compared to $40.7 million for fiscal 2012. Net income as a percentage of sales was 10.6% for fiscal 2013 as compared to 8.7% for fiscal 2012. Earnings per share increased by 47% to $2.37 per share for fiscal 2013 compared to $1.61 per share for fiscal 2012, on a diluted basis.
For fiscal 2013, quotation levels reflected only very modest improvement. While the book to ship ratio improved to over one to one towards the end of the year, we continue to see a slow release of orders, consistent with the slow pace of the economic recovery and an uncertain regulatory environment. This has impacted, and may continue to impact, our backlog. For the fourth quarter of

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fiscal 2013, the book to ship ratio of 104% further indicated modest growth considering our fourth quarter is traditionally our weakest quarter for incoming orders.
Results of Operations
Management believes that analyzing our revenue and operating income by segment is the most meaningful way to analyze our results of operations. Segment operating income for the Electrical and Industrial Products and Services and Galvanizing Services Segments consist of net sales less cost of sales, identifiable selling, general and administrative expenses, and other (income) expense items that are specifically identifiable to a segment. The other (income) expense items included in segment operating income are generally insignificant. For a reconciliation of segment operating income to pretax income, see Note 11 to the Consolidated Financial Statements.
Year ended February 28, 2013 compared with year ended February 29, 2012
Backlog
We ended fiscal 2013 with a backlog of $221.7 million, an increase of 60% as compared to fiscal 2012 ending backlog of $138.6 million. All ending backlog for fiscal 2013 relates to our Electrical and Industrial Products and Services Segment. Our book-to-ship ratio was 1.01 to 1 for fiscal 2013 as compared to 1.06 to 1 in the prior year. Incoming orders increased 15% for fiscal 2013 as compared to the same period last year. The acquisition of NLI contributed 13% of the 15% increase in incoming orders for fiscal 2013. When compared to the prior year, quotation levels reflected only very modest improvement. While the book to ship ratio improved to over one to one towards the end of the year, we continue to see a slow release of orders, consistent with the slow pace of the economic recovery and an uncertain regulatory environment.
The following table reflects bookings and shipments for fiscal 2013 and 2012.
Backlog Table
(In thousands)
 
 
 
Period Ended  
 
 
 
Period Ended  
 
 
Backlog
 
2/29/2012
 
$
138,621

 
2/28/2011
 
$
108,379

Bookings
 
 
 
575,196

 
 
 
499,354

Acquired Backlog
 
 
 
78,491

 
 
 

Shipments
 
 
 
570,594

 
 
 
469,112

Backlog
 
2/28/2013
 
$
221,714

 
2/29/2012
 
$
138,621

Book to Ship Ratio
 
 
 
1.01

 
 
 
1.06


Revenues
Our consolidated revenues for fiscal 2013 increased by $101.5 million or 22%, as compared to fiscal 2012.
The following table reflects the breakdown of revenue by segment:
 
 
 
2013
 
2012
 
 
(In thousands)
Revenue:
 
 
 
 
Electrical and Industrial Products and Services
 
$
233,555

 
$
189,192

Galvanizing Services
 
337,039

 
279,920

Total Revenue
 
$
570,594

 
$
469,112

The Electrical and Industrial Products and Services Segment produces highly engineered specialty products supplied to the power generation, power transmission, power distribution and general industrial markets and lighting and tubular products to the industrial and petroleum markets. In addition, our Electrical and Industrial Products and Services Segment provides electrical and mechanical equipment and services enhancing the safety at nuclear facilities. The segment recorded revenues for fiscal 2013 of $233.6 million, an increase of 23% compared to fiscal 2012 revenues of $189.2 million. The increase in revenues for fiscal 2013 was mainly attributable to the acquisition of NLI. NLI contributed $45.3 million in revenues or 19% of the segment revenues for fiscal 2013. Without the acquisition of NLI, revenues for this segment remained essentially flat compared to fiscal 2012.

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Our Galvanizing Services Segment, which consisted of thirty-five hot dip galvanizing facilities as of February 28, 2013, generated revenues of $337.0 million, a 20% increase from the prior year’s revenues of $279.9 million. Volume of steel processed for the fiscal year increased 24% and selling price decreased 4% for fiscal 2013 as compared to fiscal 2012. Our Canadian operations generated $23.1 million of this segment’s revenue for fiscal 2013, as compared to $.6 million in fiscal 2012. The $.6 million in revenues for fiscal 2012 reflects revenues earned from one month of operations from the acquisition of Galvan Metals. We acquired Galvan, GalvCast and G3 on February 1, 2012, October 1, 2012 and January 2, 2013, respectively. The Canadian operations, which include Galvan, Galvcast and G3, accounted for 27% of the increase in the total segment’s volume. Excluding revenues attributable to the acquisition of the Canadian subsidiaries, the remaining increase in revenues for the Galvanizing Services Segment reflects an increase in sales volumes by 17% and a decrease in selling price by 4% for fiscal 2013, as compared to fiscal 2012. The improved volumes reflect the improvement in the overall industrial sector of the general economy as well as a favorable product mix. Historically, revenues for this segment have followed closely the condition of the industrial sector of the general economy.
Segment Operating Income
Segment operating income for the Electrical and Industrial Products and Galvanizing Services Segments consisted of net sales less cost of sales, identifiable selling, general and administrative expenses, and other (income) expense items that were specifically identifiable to a segment. Operating income for the Electrical and Industrial Products and Services Segment increased $8.5 million, or 33%, for fiscal 2013, to $34.2 million as compared to $25.8 million for fiscal 2012. Operating margins for this segment were 15% for fiscal 2013 as compared to 14% for fiscal 2012. As previously stated the majority of the increase in operating income for this segment was a result of the acquisition of NLI. NLI contributed $6.5 million in operating income for fiscal 2013 or 19% of the segment's total operating income. Without the amortization of intangibles resulting from the acquisition of NLI, operating income for the segment would have been $39.3 million and operating margins would have been 17% for fiscal 2013. Operating profits and margins increased for the compared periods due to the acquisition of NLI combined with improved pricing as we continue to adhere to our strategy of generally not accepting orders with margins that fall below our target range. The acquisition of NLI resulted in amortization of intangibles at NLI in the amount of $5.1 million for the year ended February 28, 2013. Amortization expense as a result of the acquisition of NLI is projected to be $6.7 million for fiscal 2014, $6.0 million for fiscal 2015 and will drop to $3.7 million in fiscal 2016 as the amortization of the backlog will be complete.

Operating income for the Galvanizing Service Segment increased $14.8 million, or 20%, for fiscal 2013 to $87.8 million as compared to $73.0 million for the prior year. Operating margins were 26% for both fiscal 2013 and 2012, respectively. The increase in segment operating income was mainly attributable to the acquisition of Galvcast, Galvan and G3.

Operating margins for the year were adversely impacted by two non-recurring expenses incurred for the Galvanizing Service Segment. During the fourth quarter of fiscal 2013, the operations associated with our Wheeling, West Virginia facility were consolidated with the operations associated with our facility located in Canton, Ohio. In connection with the Wheeling facility, we recorded a loss of $1.3 million during the fourth quarter, negatively impacting operating margins due to relocation costs and impairment charges incurred as a result of the lease of the Wheeling facility. Also during the year, we recorded a loss of $3.7 million in connection with our Joliet, Illinois operation, related to the fire that occurred in April of 2012. These expenses are expected to continue for the first half of fiscal 2014. We anticipate a significant portion of these costs will be reimbursed through the business interruption insurance during fiscal 2014. Without these two non-recurring expenses pro forma operating margins for the year would have been 28%.
General Corporate Expense
General corporate expenses were $23.7 million for fiscal 2013 and $21.6 million for fiscal 2012. As a percentage of sales, general corporate expenses were 4.2% for fiscal 2013 as compared to 4.6% in fiscal 2012. Due to increased revenues for the compared periods, general corporate expenses as a percentage of sales decreased. During fiscal 2013 the Company expensed $1.7 million in acquisition costs related to the acquisitions of NLI, Galvcast and G3 made during fiscal 2013 as well as a portion of the acquisition expenses related to the acquisition of Aquilex SRO mentioned in Note 15 to the Consolidated Financial Statements. We anticipate incurring approximately $4 million in additional costs during the first quarter of fiscal 2014 as a result of the Aquilex SRO acquisition.
Interest
Interest expense for fiscal 2013 decreased 6% to $13.1 million as compared to $13.9 million in fiscal 2012. We had outstanding long-term debt of $210.7 million at the end of fiscal 2013 compared to $225 million at the end of fiscal 2012. Our long-term debt as a percentage of shareholders’ equity ratio was .63 to 1 at the end of fiscal 2013.


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Net (Gain) On Insurance Settlement
For the year ended February 28, 2013, the Company received a portion of the insurance proceeds in the amount of $13.1 million for the fire that occurred on April 29, 2012, at our galvanizing facility in Joliet, Illinois. Based on a preliminary estimate of the damage sustained at the Joliet facility, a pretax asset write-off of approximately $4 million was recorded during the first quarter of fiscal 2013. The net gain on the insurance settlement of property, plant and equipment of $9.1 million has been recorded as an item under Net (Gain) Loss On Insurance Settlement or On Sale of Property, Plant and Equipment. During the same period last year the amount reflected was insignificant. Additionally, of the $13.1 million received, $1.5 million was allocated to cover the replacement costs of inventories lost as a result of the fire. We anticipate receiving additional insurance proceeds related to building and equipment losses from these claims in an amount ranging from $6 million to $12 million when all claims are settled.
Other (Income) Expense
For fiscal 2013 and 2012, the amounts in other (income) expense (see Note 11 to the Consolidated Financial Statements) were insignificant.
Provision For Income Taxes
The provision for income taxes reflected an effective tax rate of 36% for both fiscal 2013 and 2012.
Year ended February 29, 2012 compared with year ended February 28, 2011
Backlog
We ended fiscal 2012 with a backlog of $138.6 million, an increase of 28% as compared to fiscal 2011 ending backlog of $108.4 million. All ending backlog for fiscal 2012 related to our Electrical and Industrial Products and Services Segment. Our book-to-ship ratio was 1.06 to 1 for fiscal 2012 as compared to 1.0 to 1 in the prior year. Incoming orders increased 32% for fiscal 2012 as compared to the same period last year. In fiscal 2012, our backlog had favorable growth as a result of improved order intake in our served markets, with the power generation market showing the most significant improvement as compared to fiscal 2011. The fourth quarter of fiscal 2012 marked the fifth consecutive quarter with a book to ship ratio in excess of one to one.
The following table reflects bookings and shipments for fiscal 2012 and 2011.
Backlog Table
(In thousands)
 
 
 
Period Ended  
 
 
 
Period Ended  
 
 
Backlog
 
2/28/2011
 
$
108,379

 
2/28/2010
 
$
109,918

Bookings
 
 
 
499,354

 
 
 
379,110

Shipments
 
 
 
469,112

 
 
 
380,649

Backlog
 
2/29/2012
 
$
138,621

 
2/28/2011
 
$
108,379

Book to Ship Ratio
 
 
 
1.06

 
 
 
1.00


Revenues
Our consolidated revenues for fiscal 2012 increased by $88.5 million or 23%, as compared to fiscal 2011.
The following table reflects the breakdown of revenue by segment:
 
 
 
2012
 
2011
 
 
(In thousands)
Revenue:
 
 
 
 
Electrical and Industrial Products and Services
 
$
189,192

 
$
162,600

Galvanizing Services
 
279,920

 
218,049

Total Revenue
 
$
469,112

 
$
380,649

The Electrical and Industrial Products and Services Segment produces highly engineered specialty products supplied to the power generation, power transmission, power distribution and general industrial markets and lighting and tubular products to the industrial and petroleum markets. The segment recorded revenues for fiscal 2012 of $189.2 million, an increase of 16% compared to fiscal

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2011 revenues of $162.6 million. The increased revenues for fiscal 2012 resulted from higher demand from primarily the power generation market as compared to the same period last year. In addition, we completed some quick turn jobs in this segment in the first quarter of fiscal 2012.
Our Galvanizing Services Segment, which consisted of thirty-four hot dip galvanizing facilities as of February 29, 2012, generated revenues of $279.9 million, a 28% increase from the prior year’s revenues of $218.0 million. Volume of steel processed for the fiscal year increased 27% and selling price increased 1% for fiscal 2012 as compared to fiscal 2011. The acquisition of NGA generated $83.0 million of this segment’s revenue for fiscal 2012, as compared to $49.7 million in fiscal 2011. The $49.7 million in revenues for fiscal 2011 reflected revenues earned from nine months of operations from the acquisition date of June 14, 2010 through the end of fiscal 2011. The acquisition of NGA accounted for 58% of the increase in the total segment’s volume. Excluding the acquisition of NGA, volumes increased 15% and selling price increased 2% for fiscal 2012, as compared to fiscal 2011. The improved volumes reflected the improvement in the overall industrial sector of the general economy as well as increased revenues from electrical utility customers. Historically, revenues for this segment have followed closely the condition of the industrial sector of the general economy.
Segment Operating Income
Operating income for the Electrical and Industrial Products and Services Segment decreased $1.3 million, or 5%, for fiscal 2012, to $25.8 million as compared to $27.1 million for fiscal 2011. Operating margins for this segment were 14% for fiscal 2012 as compared to 17% for fiscal 2011. Operating margins were negatively impacted from less favorable pricing due to more competitive market conditions for the compared periods.

Operating income for the Galvanizing Service Segment increased $16.0 million, or 28%, for fiscal 2012 to $73.0 million as compared to $57.0 million for the prior year. Operating margins were 26% for both fiscal 2012 and 2011. Operating margins improved as a result of operating efficiencies and increased plant utilization but were offset by increased zinc costs for the compared periods.
General Corporate Expense
General corporate expenses were $21.6 million for fiscal 2012 and $21.5 million for fiscal 2011. As a percentage of sales, general corporate expenses were 4.6% for fiscal 2012 as compared to 5.6% in fiscal 2011. The percentage of sales to general corporate expenses were higher in fiscal 2011 due to the expenses of $1.9 million in acquisition costs related to the NGA acquisition. During the fourth quarter of fiscal 2012, acquisition expenses of $.5 million were incurred in connection with the Galvan acquisition.
Interest
Interest expense for fiscal 2012 increased 80% to $13.9 million as compared to $7.7 million in fiscal 2011. This increase was primarily due to the interest payments arising from the $125 million unsecured notes that were issued on January 21, 2011. We had outstanding long term debt of $225 million at the end of fiscal 2012 compared to $225 million at the end of fiscal 2011. Our long-term debt as a percentage of shareholders’ equity ratio was .78 to 1 at the end of fiscal 2012.
Other (Income) Expense
For fiscal 2012 and 2011, the amounts in other (income) expense (see Note 11 to the Consolidated Financial Statements) were insignificant.
Provision For Income Taxes
The provision for income taxes reflected an effective tax rate of 36% for both fiscal 2012 and 2011. As a result of the Galvan asset acquisition on February 1, 2012, we were able to decrease a valuation allowance for a Canadian net operating loss carry forward during the fourth quarter of fiscal 2012.
Liquidity and Capital Resources
We have historically met our cash needs through a combination of cash flows from operating activities along with bank and long term borrowings. Our cash requirements are generally for operating activities, cash dividend payments, capital improvements, debt repayment, letters of credit and acquisitions. We believe that working capital, funds available under our credit agreement, and funds generated from operations should be sufficient to finance anticipated operational activities, dividends, capital improvements, and payment of debt and possible future acquisitions during fiscal 2014. In connection with the fire at our Joliet, Illinois facility, in fiscal 2014 we estimate making approximately $21.8 million in capital expenditures related to the rebuilding of that facility. We expect to be reimbursed for a portion of this capital outlay as a result of the insurance settlement.

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Our operating activities generated cash flows of approximately $92.7 million for the fiscal year ended February 28, 2013 and $64.1 million in the prior fiscal year. Cash flow from operations for the fiscal year ended February 28, 2013 included net income in the amount of $60.5 million, depreciation and amortization in the amount of $29.4 million, and other adjustments to reconcile net income to net cash in the amount of ($1.0) million. Included in other adjustments were provisions for bad debt in the amount of $0.4 million, deferred income taxes in the amount of $3.4 million, gain or loss on insurance settlement or the sale of assets in the amount of ($8.3) million, and non-cash adjustments in the amount of $3.5 million. Negative cash flow was recognized due to increased receivables, inventories and prepaids in the amount of $11.6 million, $4.5 million and $2.2 million, respectively. Positive cash flow was recognized due to decreased revenue in excess of billings in the amount of $1.9 million, and increased accounts payables and other accrued liabilities in the amount of $1.0 million and $19.3 million, respectively. Accounts receivable average days outstanding were 50 days for the fiscal year ended February 28, 2013, as compared to 48 days for the fiscal year ended February 29, 2012.

Our working capital was $143.5 million at February 28, 2013, as compared to $224.8 million at February 29, 2012. The major reduction in working capital was a result of our acquisition activity in fiscal 2013.
During fiscal 2013, capital improvements were made in the amount of $24.9 million. The breakdown of capital spending by segment for fiscal 2013, 2012 and 2011 can be found in Note 11 to the Consolidated Financial Statements.
We received sales or insurance proceeds for property and equipment in the amount of $11.8 million and proceeds from the exercise of stock options and stock appreciation rights, and related tax benefits in the amount of $1.3 million. A quarterly cash dividend was paid throughout fiscal 2013 which totaled $13.4 million.
On May 25, 2006, we entered into the Second Amended and Restated Credit Agreement (as subsequently amended, the “Previous Credit Agreement”) with Bank of America, N.A. (“Bank of America”). The Previous Credit Agreement provided for a $125 million unsecured revolving line of credit maturing on October 1, 2017. The Previous Credit Agreement was used to provide for working capital needs, capital improvements, future acquisitions and letter of credit needs.
On March 27, 2013, we entered into a new Credit Agreement (the “Credit Agreement”) with Bank of America and other lenders. The Credit Agreement replaced the Previous Credit Agreement, which terminated effective March 27, 2013, and provides for a $75 million term facility and a $225 million revolving credit facility, subject to a $75 million “accordion” feature. The Credit Agreement is used to provide for working capital needs, capital improvements, future acquisitions and letter of credit needs. The Credit Agreement provides for an applicable margin on the revolving credit facility ranging from 1.0% to 2.0% over the Eurodollar Rate and Commitment Fees ranging from .20% to .30% depending on our Leverage Ratio. The $75 million term facility requires quarterly principal and interest payments commencing on June 30, 2013 and matures on March 27, 2018.
The Credit Agreement provides various financial covenants requiring us, among other things, to a) maintain on a consolidated basis net worth equal to at least the sum of $230 million, plus 50% of future net income, b) maintain on a consolidated basis a Leverage Ratio (as defined in the Credit Agreement) not to exceed 3.25:1.0, c) maintain on a consolidated basis a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.75:1.0 and d) not to make Capital Expenditures (as defined in the Credit Agreement) on a consolidated basis in an amount in excess of $60 million during the fiscal year ended February 28, 2014 and $50 million during any subsequent fiscal year.
At February 28, 2013 and February 29, 2012, we had no outstanding debt against the revolving credit facility provided under the Previous Credit Agreement. As of February 28, 2013, we had letters of credit outstanding under the Previous Credit Agreement in the amount of $13.9 million, which left approximately $111.1 million of additional credit available under the Previous Credit Agreement. The Credit Agreement provides for the assumption of these letters of credit, and these letters of credit, together with any additional letters of credit that became effective after February 28, 2013, reduce the available credit under the Credit Agreement.
On March 31, 2008, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) pursuant to which the Company issued $100 million aggregate principal amount of its 6.24% unsecured Senior Notes (the “2008 Notes”) due March 31, 2018 through a private placement (the “2008 Note Offering”). Pursuant to the Note Purchase Agreement, the Company's payment obligations with respect to the 2008 Notes may be accelerated upon any Event of Default, as defined in the Note Purchase Agreement. In connection with the 2008 Note Offering, the Company obtained the consent of Bank of America to the 2008 Note Offering and the agreement of Bank of America that the 2008 Note Offering will not constitute a default under the Credit Agreement.
The Company entered into an additional Note Purchase Agreement on January 21, 2011 (the “2011 Agreement”), pursuant to which the Company issued $125 million aggregate principal amount of its 5.42% unsecured Senior Notes (the “2011 Notes”), due in January of 2021, through a private placement (the “2011 Note Offering”). Pursuant to the 2011 Agreement, the Company's payment obligations with respect to the 2011 Notes may be accelerated under certain circumstances. In connection with the 2011 Note Offering, the Company obtained the consent of Bank of America to the 2011 Note Offering and the agreement of Bank of America that the 2011 Note Offering will not constitute a default under the Credit Agreement.

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The 2008 Notes and the 2011 Notes each provide for various financial covenants requiring us, among other things, to a) maintain on a consolidated basis net worth equal to at least the sum of $116.9 million plus 50% of future net income; b) maintain a ratio of indebtedness to EBITDA (as defined in Note Purchase Agreement) not to exceed 3.25:1.00; c) maintain on a consolidated basis a Fixed Charge Coverage Ratio (as defined in the Note Purchase Agreement) of at least 2.0:1.0; d) not at any time permit the aggregate amount of all Priority Indebtedness (as defined in the Note Purchase Agreement) to exceed 10% of Consolidated Net Worth (as defined in the Note Purchase Agreement).
As of February 28, 2013, the Company is in compliance with all of its debt covenants.

On October 28, 2011, the Company entered into a Private Shelf Agreement by and among the Company, Prudential Investment Management, Inc. (“Prudential”) and the other purchasers identified therein (the “Private Shelf Agreement”), pursuant to which the Company may issue and sell, through one or more private placement transactions, up to $100 million aggregate principal amount of Senior Notes (the “Shelf Notes”) with interest rates to be agreed upon by the Company and Prudential immediately prior to each issuance and sale of Shelf Notes (each, a “Note Offering” and together, the “Note Offerings”). Pursuant to the Private Shelf Agreement, the Company's payment obligations with respect to the Shelf Notes may be accelerated upon any Event of Default, as defined in the Private Shelf Agreement. Under the terms of the Credit Agreement, undertaking the Note Offerings will not otherwise constitute a default under the Credit Agreement. The Company has not undertaken any Note Offerings under the Private Shelf Agreement.
Our current ratio (current assets/current liabilities) was 2.20 to 1 at the end of fiscal 2013, as compared to 3.88 to 1 at the end of fiscal 2012. Shareholder equity grew 16.1% during fiscal 2013 to $333.9 million. At the end of fiscal 2013, we had $210.7 million in long-term debt outstanding and our long-term debt as a percentage to shareholders’ equity ratio was .63 to 1.
Historically, we have not experienced a significant impact on our operations from increases in general inflation other than for specific commodities. We have exposure to commodity price increases in both segments of our business, primarily copper, aluminum and steel in the Electrical and Industrial Products and Services Segment, and zinc and natural gas in the Galvanizing Services Segment. We attempt to minimize these increases through escalation clauses in customer contracts for copper, aluminum and steel, when market conditions allow and through protective caps and fixed contract purchases on zinc. In addition to these measures, we attempt to recover other cost increases through improvements to our manufacturing process and through increases in prices where competitively feasible. Many economists predict increased inflation in coming years due to U.S. and international monetary policies, and there is no assurance that inflation will not impact our business in the future.
Off Balance Sheet Transactions and Related Matters
There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of the Company with unconsolidated entities or other persons that have, or may have, a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Contractual Commitments
The following summarizes the Company’s operating leases, debt and interest payments for the next five years and thereafter.
 
 
 
Operating
Leases
 
Long-Term
Debt
 
Interest
 
Total
 
 
(In thousands)
2014
 
$
4,316

 
$
14,286

 
$
11,678

 
$
30,280

2015
 
4,071

 
14,286

 
10,786

 
29,143

2016
 
3,766

 
14,286

 
9,895

 
27,947

2017
 
3,547

 
14,286

 
9,004

 
26,837

2018
 
2,895

 
14,286

 
8,112

 
25,293

Thereafter
 
6,014

 
139,284

 
20,771

 
166,069

Total
 
$
24,609

 
$
210,714

 
$
70,246

 
$
305,569


Commodity pricing
The Company manages its exposures to commodity prices through the use of the following:
In the Electrical and Industrial Products and Services Segment, we have exposure to commodity pricing for copper, aluminum and steel. Because the Electrical and Industrial Products and Services Segment does not commit contractually to minimum volumes,

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increases in price for these items are normally managed through escalation clauses in customer contracts, although during difficult market conditions these escalation clauses may not be obtainable. In addition, we attempt to enter into firm pricing contracts with our vendors on material at the time we receive orders from our customers to minimize risk.
In the Galvanizing Services Segment, we utilize contracts with our zinc suppliers that include protective caps and fixed cost contracts to mitigate rising zinc prices. We also secure firm pricing for natural gas supplies with individual utilities when possible. Management believes these agreements ensure adequate supplies and partially offset exposure to commodity price swings.
We have no contracted commitments for any other commodity items including steel, aluminum, natural gas, copper, zinc or any other commodity, except for those entered into under the normal course of business.
Other
At February 28, 2013, the Company had outstanding letters of credit in the amount of $13.9 million. These letters of credit are issued to a portion of the Company’s customers in our Electrical and Industrial Products and Services Segment to cover any potential warranty costs and are issued in lieu of performance and bid bonds. In addition, as of February 28, 2013, a warranty reserve in the amount of $2.1 million has been established to offset any future warranty claims.
The Company has been named as a defendant in certain lawsuits in the normal course of business. In the opinion of management, after consulting with legal counsel, the liabilities, if any, resulting from these matters should not have a material effect on our financial position or results of operations.
Critical Accounting Policies and Estimates
The preparation of the consolidated financial statements requires us to make estimates that affect the reported value of assets, liabilities, revenues and expenses. Our estimates are based on historical experience and various other factors that we believe are reasonable under the circumstances and form the basis for our conclusions. We continually evaluate the information used to make these estimates as business and economic conditions change. Accounting policies and estimates considered most critical are allowances for doubtful accounts, accruals for contingent liabilities, revenue recognition, impairment of long-lived assets, identifiable intangible assets and goodwill, and accounting for income taxes and stock options and stock appreciation rights. Actual results may differ from these estimates under different assumptions or conditions. The development and selection of the critical accounting policies and the related disclosures below have been reviewed with the Audit Committee of the Board of Directors. More information regarding significant accounting policies can be found in Note 1 to the Consolidated Financial Statements.
Allowance for Doubtful Accounts – The carrying value of our accounts receivable is continually evaluated based on the likelihood of collection. An allowance is maintained for estimated losses resulting from our customers’ inability to make required payments. The allowance is determined by historical experience of uncollected accounts, the level of past due accounts, overall level of outstanding accounts receivable, information about specific customers with respect to their inability to make payments and future expectations of conditions that might impact the collectability of accounts receivable. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances could be required.

Accruals for Contingent Liabilities - The amounts we record for estimated claims, such as self insurance programs, warranty, environmental and other contingent liabilities, requires us to make judgments regarding the amount of expenses that will ultimately be incurred. We use past history and experience and other specific circumstances surrounding these claims in evaluating the amount of liability that should be recorded. Actual results may be different than what we estimate. 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 this acquisition, was $8.5 million as of February 28, 2013, 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.
Revenue Recognition – Revenue is recognized for the Electrical and Industrial Products and Services Segment upon transfer of title and risk to customers, or based upon the percentage of completion method of accounting for electrical products built to customer specifications under long term contracts. We typically recognize revenue for the Galvanizing Service Segment at completion of the service unless we specifically agree with the customer to hold its material for a predetermined period of time after the completion of the galvanizing process and, in that circumstance, we invoice and recognize revenue upon shipment. Customer advanced payments presented in the balance sheets arise from advanced payments received from our customers prior to shipment of the product and are not related to revenue recognized under the percentage of completion method. The extent of progress for revenue recognized using the percentage of completion method is measured by the ratio of contract costs incurred to date to total estimated contract costs at completion. Contract costs include direct labor and material and certain indirect costs. Selling, general and administrative costs are charged to expense as incurred. Provisions for estimated losses, if any, on uncompleted

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contracts are made in the period in which such losses are able to be determined. The assumptions made in determining the estimated cost could differ from actual performance resulting in a different outcome for profits or losses than anticipated.
Impairment of Long-Lived Assets, Identifiable Intangible Assets and Goodwill – We record impairment losses on long-lived assets, including identifiable intangible assets, when events and circumstances indicate that the assets might be impaired and the undiscounted projected cash flows associated with those assets are less than the carrying amounts of those assets. In those situations, impairment losses on long-lived assets are measured based on the excess of the carrying amount over the asset’s fair value, generally determined based upon discounted estimates of future cash flows. A significant change in events, circumstances or projected cash flows could result in an impairment of long-lived assets, including identifiable intangible assets. An annual impairment test of goodwill is performed in the fourth quarter of each fiscal year. The test is calculated using the anticipated future cash flows after tax from our operating segments. Based on the present value of the future cash flows, we will determine whether impairment may exist. A significant change in projected cash flows or cost of capital for future years could result in an impairment of goodwill in future years. Variables impacting future cash flows include, but are not limited to, the level of customer demand for and response to products and services we offer to the power generation market, the electrical transmission and distribution markets, the general industrial market and the hot dip galvanizing market, changes in economic conditions of these various markets, raw material and natural gas costs and availability of experienced labor and management to implement our growth strategies. Our testing concluded goodwill was not reasonably likely to be impaired.
Accounting for Income Taxes – We account for income taxes under the asset and liability method. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than a 50% likelihood of being realized upon ultimate settlement. Developing our provision for income taxes requires significant judgment and expertise in federal and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and, if necessary, any valuation allowances that may be required for deferred tax assets. Our judgments and tax strategies are subject to audit by various taxing authorities.

Stock Options, Stock Appreciation Rights and Restricted Stock Units – Our employees and directors are periodically granted restricted stock units, stock options or stock appreciation rights by the Compensation Committee of the Board of Directors. The compensation cost of all employee stock-based compensation awards is measured based on the grant-date fair value of those awards and that cost is recorded as compensation expense over the period during which the employee is required to perform service in exchange for the award (generally over the vesting period of the award).
The valuation of stock based compensation awards, with the exception of restricted stock units, is complex in that there are a number of variables included in the calculation of the value of the award:
 
Volatility of our stock price
Expected term of the option
Expected dividend yield
Risk-free interest rate over the expected term
Expected forfeitures
We have elected to use a Black-Scholes pricing model in the valuation of our stock options and stock appreciation rights. Restricted stock units are valued at the stock price on the date of grant.
These variables are developed using a combination of our internal data with respect to stock price volatility and exercise behavior of option holders and information from outside sources. The development of each of these variables requires a significant amount of judgment. Changes in the values of the above variables would result in different option valuations and, therefore, different amounts of compensation cost.
New Accounting Pronouncements
In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”), which will enhance comparability between entities that report under GAAP and those that report under International Financial Reporting Standards (“IFRS”). ASU 2011-05 requires companies to present the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements. It eliminates the option to present components of other comprehensive income as part of the statement of equity. ASU 2011-05 is effective for the Company’s interim and annual periods beginning after

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December 15, 2011 and must be applied retrospectively. Since this new guidance is in regards to presentation, it had no impact on financial position or results from operations.
In September 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-08, Testing Goodwill for Impairment (“ASU 2011-08”). This update is intended to simplify goodwill impairment testing by adding an optional qualitative review step to assess whether the required quantitative impairment analysis that exists under current GAAP is necessary. Under the amended rule, a company will not be required to calculate the fair value of a reporting unit that contains recorded goodwill unless it concludes, based on the qualitative assessment, that it is more likely than not (a likelihood of more than 50 percent) that the fair value of that reporting unit is less than its book value. If such a decline in fair value is deemed more likely than not to have occurred, then the quantitative goodwill impairment test that exists under current GAAP must be completed. If not, goodwill is deemed not impaired and no further testing is required until the next annual test date, unless conditions or events before that date raise concerns of potential impairment. The amended goodwill impairment guidance does not affect the manner in which a company estimates fair value. ASU 2011-08 is effective for the Company for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of ASU 2011-08 did not have a material effect on the Company's financial position or results of operations.
 

Item 7A.        Quantitative and Qualitative Disclosures About Market Risk.
Market risk affecting our operations results primarily from changes in interest rates and commodity prices. We have only limited involvement with derivative financial instruments and are not a party to any leveraged derivatives.
In the Electrical and Industrial Products and Services Segment, we have exposure to commodity pricing for copper, aluminum, and steel. Increases in price for these items are normally managed through escalation clauses in our customer’s contracts, although during difficult market conditions customers may resist these escalation clauses. In addition, we attempt to enter into firm pricing contracts with our vendors on material at the time we receive orders from our customers to minimize risk. We manage our exposures to commodity prices, primarily zinc used in our Galvanizing Services Segment, by utilizing agreements with zinc suppliers that include protective caps and fixed contracts to guard against escalating commodity prices. We also secure firm pricing for natural gas supplies with individual utilities when possible. We believe these agreements ensure adequate supplies and partially offset exposure to commodity price escalation.
As of the end of fiscal 2013, the Company had exposure to foreign currency exchange related to our operations in Canada and China. Following the closing of the acquisition of Aquilex SRO, as described in Note 15 to the Consolidated Financial Statements, the Company has additional exposure to foreign currency exchange related to the operations of the subsidiaries of Aquilex SRO in Brazil, Poland and the Netherlands.
We do not believe that a hypothetical change of 10% of the interest rate or currency exchange rate that are currently in effect or a change of 10% of commodity prices would have a significantly adverse effect on our results of operations, financial position, or cash flows as long as we are able to pass along the increases in commodity prices to our customers. However, there can be no assurance that either interest rates, exchange rates or commodity prices will not change in excess of the 10% hypothetical amount or that we would be able to pass along rising costs of commodity prices to our customers, which could have an adverse effect on our results of operations, financial position, and cash flows if we are unable to pass along these increases to our customers.
 

Item 8.        Financial Statements and Supplementary Data.

The Index to our Consolidated Financial Statements is found on page 28. Our Financial Statements and Notes to these Consolidated Financial Statements follow the index.
 

Item 9.        Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
 
Item 9A.        Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As required by Exchange Act Rules 13a-15 and 15d-15, an evaluation was conducted under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures to ensure that information required to be disclosed by us in our reports filed or submitted

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under the Exchange Act is (a) accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure and (b) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (1) accumulated and communicated to management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure and (2) recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.
Internal Controls Over Financial Reporting
While the Company believes that its existing controls and procedures have been effective to accomplish their objectives, the Company intends to continue to examine, refine and document its controls and procedures and to monitor ongoing developments in this area.
The Report of Management Regarding Internal Control Over Financial Reporting is included on page 29.
BDO USA LLP, an independent registered public accounting firm and our independent auditor, has issued an audit report on our internal controls over financial reporting which is included on pages 30.
Changes in Internal Controls Over Financial Reporting
There has not been any change in our internal controls over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
 

Item 9B.        Other Information.
None.

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PART III
 

Item 10.        Directors, Executive Officers and Corporate Governance.
The information required by this item with regard to executive officers is included in Part I, Item 1 of this Annual Report on Form 10-K under the heading “Executive Officers of the Registrant.”
Information regarding directors of AZZ required by this Item is incorporated by reference to the section entitled “Election of Directors” set forth in the Proxy Statement for our 2013 Annual Meeting of Shareholders.
The information regarding compliance with Section 16(a) of the Exchange Act required by this Item is incorporated by reference to the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” set forth in the Proxy Statement for our 2013 Annual Meeting of Shareholders.
Information regarding our audit committee financial experts and code of ethics and business conduct required by this Item is incorporated by reference to the section entitled “Matters Relating to Corporate Governance, Board Structure, Director Compensation and Stock Ownership” set forth in the Proxy Statement for our 2013 Annual Meeting of Shareholders.
No director or nominee for director has any family relationship with any other director or nominee or with any executive officer of our company.
 

Item 11.        Executive Compensation.
The information required by this Item is incorporated herein by reference to the section entitled “Executive Compensation” and the section entitled “Matters Relating to Corporate Governance, Board Structure, Director Compensation and Stock Ownership – Fees Paid to Directors” set forth in our Proxy Statement for our 2013 Annual Meeting of Shareholders.
 

Item 12.        Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item is incorporated herein by reference to the section entitled “Executive Compensation” and the section entitled “Matters Relating to Corporate Governance, Board Structure, Director Compensation and Stock Ownership – Security Ownership of Management” set forth in the Proxy Statement for our 2013 Annual Meeting of Shareholders.
Equity Compensation Plan
The following table provides a summary of information as of February 28, 2013, relating to our equity compensation plan in which our Common Stock is authorized for issuance.
Equity Compensation Plan Information:
 
 
 
(a)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
 
(b)
Weighted average
exercise price of
outstanding
options, warrants
and rights
 
(c)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding shares
reflected in column (a))
Equity compensation plans approved by shareholders (1)
 
                        439,863(2)  

 
$
19.12

 
                        810,267(3)  

Total
 
439,863

 
$
19.12

 
810,267

(1)
Consists of the Amended and Restated 2005 Long-Term Incentive Plan. See Note 9, “Stock Options” to our “Notes to Consolidated Financial Statements” for further information.
(2)
The average term of outstanding options and stock appreciation rights is 4.71 years.
(3)
Consists of 810,267 shares remaining available for future issuance under the Amended and Restated 2005 Long-Term Incentive Plan.




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Description of Other Plans for the Grant of Equity Compensation
Long Term Incentive Plan
The description of the 2005 Long Term Incentive Plan provided in Note 9 to the financial statements included in this Annual Report on Form 10-K are incorporated by reference under this Item.
 

Item 13.        Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item is incorporated by reference to the sections entitled “Certain Relationships and Related Party Transactions” and “Director Independence” set forth in the Proxy Statement for our 2013 Annual Meeting of Shareholders.
 

Item 14.        Principal Accountant Fees and Services
Information required by this Item is incorporated by reference to the sections entitled “Other Business – Independent Auditor Fees” and “Other Business – Pre-approval of Non-audit Fees” set forth in our Proxy Statement for our 2013 Annual Meeting of Shareholders.

25

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PART IV
 

Item 15.        Exhibits and Financial Statement Schedules.
 
A.     Financial Statements

1.
The financial statements filed as a part of this Annual Report on Form 10-K are listed in the “Index to Consolidated Financial Statements” on page 28.

2.
Financial Statement Schedule
Schedule II – Valuation and Qualifying Accounts and Reserves filed as a part of this Annual Report on Form 10-K is listed in the “Index to Consolidated Financial Statements” on page 28.
Schedules and compliance information other than those referred to above have been omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and the notes thereto.
 
B.    Exhibits Required by Item 601 of Regulation S-K
A list of the exhibits required by Item 601 of Regulation S-K and filed as part of this Annual Report on Form 10-K is set forth in the Index to Exhibits beginning on page 56, which immediately precedes such exhibits.

26

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
AZZ incorporated
 
 
(Registrant)
 
 
Date: 4/29/2013
 
By: /s/ David H. Dingus
 
 
David H. Dingus
Principal Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of AZZ and in the capacities and on the dates indicated.
 
/s/ David H. Dingus
 
/s/ Dana L. Perry
David H. Dingus
Principal Executive Officer and Director
 
Dana L. Perry
Principal Financial Officer and Director
 
 
/s/ Daniel R. Feehan
 
/s/ Richard Butler
Daniel R. Feehan
Director
 
Richard Butler
Vice President and Controller, Principal Accounting Officer
 
 
/s/ Martin C. Bowen
 
/s/ Peter A. Hegedus
Martin C. Bowen
Director
 
Peter A. Hegedus
Director
 
 
/s/ Daniel E. Berce
 
/s/ Dr. H. Kirk Downey
Daniel E. Berce
Director
 
Dr. H. Kirk Downey
Chairman of the Board and Director
 
 
/s/ Sam Rosen
 
/s/ Kevern R. Joyce
Sam Rosen
Director
 
Kevern R. Joyce
Director

27

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Index to Consolidated Financial Statements and Schedules
 
 
 
Page
1.
Consolidated Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated Statements of Income for the years ended February 28 2013, February 29, 2012 and February 28, 2011
 
 
 
 
 Consolidated Statements of Comprehensive Income for the years ended February 28, 2013, February 29, 2012 and February 28, 2011
 
 
 
 
 
 
 
 
Consolidated Statements of Cash Flows for the years ended February 28 2013, February 29, 2012 and February 28, 2011
 
 
 
 
Consolidated Statements of Shareholders’ Equity for the years ended February 28 2013, February 29, 2012 and February 28, 2011
 
 
 
 
 
 
 
2.
Consolidated Financial Statement Schedule
 
 
 
 
 

28

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Management’s Report on Internal Controls Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation under the framework in COSO, our management concluded that our internal control over financial reporting was effective as of February 28, 2013. The effectiveness of our internal control over financial reporting as of February 28, 2013, has been audited by BDO USA, LLP, an independent registered public accounting firm, as stated in their attestation report included herein. Management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of NLI, whose acquisition was completed on June 1, 2012, Galvcast, whose acquisition was completed on October 1, 2012 and G3, acquired on January 2, 2013. The assets acquired from NLI constituted approximately 18% of our total assets as of February 28 2013, and this acquisition resulted in revenues and net income constituting 8% and 7% of our total revenues and net income, respectively, for the year then ended. The assets acquired from Galvcast constituted approximately 2% of our total assets as of February 28, 2013, and this acquisition resulted in revenues and net income constituting 2% for both of our total revenues and net income for the year then ended. The assets acquired from G3 constituted approximately 1% of our total assets as of February 28 2013, and this acquisition resulted in revenues and net income constituting 0.11% and 0.13% of our total revenues and net income, respectively, for the year then ended.

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Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
AZZ incorporated
Fort Worth, Texas

We have audited the accompanying consolidated balance sheets of AZZ incorporated as of February 28, 2013 and February 29, 2012 and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended February 28, 2013. Our audits also included the financial statement schedule listed in Item 15 of this Form 10-K. We have also audited AZZ incorporated's internal control over financial reporting as of February 28, 2013, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). AZZ incorporated's management is responsible for these financial statements, financial statement schedule, maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements, financial statement schedule and to express an opinion on the company's internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and the schedule are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of AZZ incorporated as of February 28, 2013 and February 29, 2012 and the results of its operations and its cash flows for each of the three years in the period ended February 28, 2013, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, AZZ incorporated maintained, in all material respects, effective internal control over financial reporting as of February 28, 2013, based on the COSO criteria.

Also in our opinion, the financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As indicated in the accompanying Management's Report on Internal Control over Financial Reporting management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Nuclear Logistics, Inc. (NLI), whose acquisition was completed on June 1, 2012, Galvcast Manufacturing, Inc. (Galvcast), whose acquisition was completed on October 1, 2012 and G3 Galvanizing Limited (G3), whose acquisition was completed on January 2, 2013. Such companies are included in the consolidated balance sheet of AZZ incorporated as of February 28, 2013 and the related consolidated statements of income, shareholders' equity, and cash flows for the year then ended. NLI constituted approximately 18% of the Company's total assets as of February 28, 2013 and 8% and 7% of revenues and net income, respectively, for the year then ended. Galvcast constituted approximately 2% of the Company's total assets as of February 28, 2013 and 2% of revenues and net income for the year then ended. G3 constituted approximately 1% of the Company's total assets as of February 28, 2013 and 0.11% and 0.13% of revenues and net income, respectively, for the year then ended. Management did not assess the effectiveness of internal control over financial reporting of the companies acquired because of the timing of the acquisitions. Our audit of internal control over financial reporting of AZZ incorporated also did not include an evaluation of the internal control over financial reporting of NLI, Galvcast and G3.
/S/ BDO USA, LLP
Dallas, Texas
April 29, 2013

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AZZ incorporated
CONSOLIDATED STATEMENTS OF INCOME
 
 
 
For the years ended
 
 
February 28,
2013
 
February 29,
2012
 
February 28,
2011
Net Sales
 
$
570,594,238

 
$
469,112,410

 
$
380,649,407

Costs And Expenses
 
 
 
 
 
 
Cost of Sales
 
406,421,677

 
344,525,516

 
273,006,712

Selling, General and Administrative
 
66,188,575

 
48,864,886

 
46,645,119

Interest Expense
 
13,072,605

 
13,939,149

 
7,730,556

Net Loss (Gain) On Sale of Property, Plant and Equipment, and Insurance Proceeds
 
(8,302,770
)
 
166,183

 
(75,054
)
Other Expense (Income) - net
 
(1,154,682
)
 
(2,024,229
)
 
(1,615,942
)
 
 
476,225,405

 
405,471,505

 
325,691,391

Income Before Income Taxes
 
94,368,833

 
63,640,905

 
54,958,016

Income Tax Expense
 
33,912,627

 
22,905,109

 
19,995,375

Net Income
 
$
60,456,206

 
$
40,735,796

 
$
34,962,641

Earnings Per Common Share
 
 
 
 
 
 
Basic Earnings Per Share
 
$
2.39

 
$
1.62

 
$
1.40

Diluted Earnings Per Share
 
$
2.37

 
$
1.61

 
$
1.39

Weighted average number common shares
 
25,320,147

 
25,131,754

 
24,922,700

Weighted average number common shares and potentially dilutive common shares
 
25,560,594

 
25,362,120

 
25,201,308

See accompanying notes to the consolidated financial statements.

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AZZ incorporated
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 
 
For the years ended
 
 
February 28, 2013
 
February 29, 2012
 
February 28, 2011
 
 
 
 
 
 
 
Net Income
 
$
60,456,206

 
$
40,735,796

 
$
34,962,641

Other Comprehensive Income (Loss):
 
 
 
 
 
 
Foreign Currency Translation Adjustments
 
 
 
 
 
 
Unrealized Translation Gains (Losses)
 
(4,439,087
)
 
438,148

 
1,055,071

Interest Rate Swap, Net of Income Tax of $29,205, $29,205 and ($292,046), respectively.
 
(54,237
)
 
(54,237
)
 
537,850

Other Comprehensive Income (Loss)
 
(4,493,324
)
 
383,911

 
1,592,921

Comprehensive Income
 
$
55,962,882

 
$
41,119,707

 
$
36,555,562

See accompanying notes to the consolidated financial statements.


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AZZ incorporated
CONSOLIDATED BALANCE SHEETS
 
Assets
 
February 28, 2013
 
February 29, 2012
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
55,597,751

 
$
143,302,666

Accounts receivable, net of allowance for doubtful accounts of $1,000,000 and $898,000 in 2013 and 2012, respectively
 
97,857,193

 
74,647,303

Inventories
 
82,330,926

 
60,281,130

Costs and estimated earnings in excess of billings on uncompleted contracts
 
12,878,068

 
14,038,161

Deferred income tax assets
 
7,615,525

 
7,654,781

Prepaid expenses and other
 
6,152,476

 
2,811,858

Total current assets
 
262,431,939

 
302,735,899

Property, plant, and equipment, at cost:
 
 
 
 
Land
 
16,007,166

 
13,304,574

Buildings and structures
 
101,109,332

 
91,024,990

Machinery and equipment
 
133,636,597

 
119,656,204

Furniture, fixtures, software and computers
 
16,401,547

 
14,562,584

Automotive equipment
 
2,219,829

 
1,831,698

Construction in progress
 
5,555,208

 
2,623,589

 
 
274,929,679

 
243,003,639

Less accumulated depreciation
 
(120,453,459
)
 
(107,176,936
)
Net property, plant, and equipment
 
154,476,220

 
135,826,703

Goodwill
 
171,886,270

 
121,383,863

Intangibles and other assets
 
105,410,385

 
46,828,100

Total Assets
 
$
694,204,814

 
$
606,774,565

 
See accompanying notes to the consolidated financial statements.

 

33




AZZ incorporated
CONSOLIDATED BALANCE SHEETS (Continued)

Liabilities and Shareholders’ Equity
 
February 28, 2013
 
February 29, 2012
Current liabilities:
 
 
 
 
Accounts payable
 
$
28,921,539

 
$
24,401,194

Income tax payable
 
568,722

 
998,496

Accrued salaries and wages
 
11,013,779

 
7,988,594

Other accrued liabilities
 
14,811,126

 
12,749,283

Customer advance payment
 
39,168,672

 
11,267,525

Profit sharing
 
8,360,000

 
5,300,000

Billings in excess of costs and estimated earnings on uncompleted contracts
 
1,769,656

 
987,771

Long-term debt due within one year
 
14,285,714

 
14,285,714

Total current liabilities
 
118,899,208

 
77,978,577

Long-term accrued liability due after one year
 
8,539,278

 

Long-term debt due after one year
 
196,428,571

 
210,714,286

Deferred income tax liabilities
 
36,403,283

 
30,472,937

Total liabilities
 
$
360,270,340

 
$
319,165,800

Commitments and Contingencies
 


 


Shareholders’ equity:
 
 
 
 
Common Stock, $1 par value; 50,000,000 shares authorized; 25,376,967 shares issued at February 28, 2013 and 25,218,320 at February 29, 2012
 
25,376,967

 
25,218,320

Capital in excess of par value
 
17,653,912

 
14,200,811

Retained earnings
 
294,092,945

 
247,059,938

Accumulated other comprehensive income (loss)
 
(3,189,350
)
 
1,303,974

Less Common Stock held in treasury, at cost (0 shares at February 28, 2013 and 53,090 shares at February 29, 2012)
 

 
(174,278
)
Total shareholders’ equity
 
333,934,474

 
287,608,765

Total liabilities and Shareholders’ Equity
 
$
694,204,814

 
$
606,774,565

See accompanying notes to the consolidated financial statements.

34


AZZ incorporated
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
 
For the years ended
 
 
February 28, 2013
 
February 29,
2012
 
February 28,
2011
Cash flows from operating activities:
 
 
 
 
 
 
Net income
 
$
60,456,206

 
$
40,735,796

 
$
34,962,641

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
Depreciation
 
19,364,557

 
18,854,644

 
18,929,017

Amortization
 
9,998,590

 
3,740,043

 
3,237,065

Non-cash compensation expense
 
3,175,050

 
2,927,917

 
3,146,002

Non-cash interest expense
 
286,934

 
320,209

 
332,424

Provision for doubtful accounts
 
446,158

 
360,607

 
228,959

Deferred income tax expense (benefit)
 
3,365,810

 
2,504,754

 
(3,383,086
)
Net (gain) loss on insurance settlement or sale of property, plant and equipment
 
(8,302,770
)
 
166,183

 
(75,054
)
Effects of changes in operating assets and liabilities, net of business acquisitions:
 
 
 
 
 
 
Accounts receivable
 
(11,599,297
)
 
(11,211,943
)
 
(1,268,799
)
Inventories
 
(4,453,680
)
 
307,481

 
(11,291,056
)
Prepaid expenses and other assets
 
(2,244,366
)
 
(1,463,003
)
 
303,161

Net change in billings related to costs and estimated earnings on uncompleted contracts
 
1,941,978

 
2,702,342

 
(6,192,210
)
Accounts payable
 
957,646

 
2,420,530

 
2,653,172

Other accrued liabilities and income taxes
 
19,344,797

 
1,699,268

 
503,119

Net cash provided by operating activities
 
92,737,613

 
64,064,828

 
42,085,355

Cash flows from investing activities:
 
 
 
 
 
 
Proceeds from the sale or insurance settlement of property, plant and equipment
 
11,838,811

 
300,859

 
235,303

Acquisition of subsidiaries, net of cash acquired
 
(137,057,680
)
 
(27,362,834
)
 
(104,091,416
)
Purchases of property, plant and equipment
 
(24,922,987
)
 
(19,783,755
)
 
(16,410,874
)
Net cash used in investing activities
 
(150,141,856
)
 
(46,845,730
)
 
(120,266,987
)
 
See accompanying notes to the consolidated financial statements.

35

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AZZ incorporated
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

 
 
For the years ended
 
 
February 28,
2013
 
February 29,
2012
 
February 28,
2011
Cash flows from financing activities:
 
 
 
 
 
 
Proceeds from long-term debt
 

 

 
125,000,000

Debt acquisition costs
 
(100,000
)
 

 
(1,254,002
)
Tax benefits from stock options exercised
 
1,283,240

 
199,427

 
895,838

Proceeds from exercise of stock options and stock appreciation rights
 
15,781

 
48

 
379,955

Proceeds on revolving loan
 

 

 
12,000,000

Payments on revolving loan
 

 

 
(12,000,000
)
Payments on long-term debt
 
(18,135,866
)
 

 
(7,300,000
)
Proceeds from settlement of derivative
 

 

 
834,416

Cash dividends paid
 
(13,423,199
)
 
(12,565,821
)
 
(12,466,812
)
Net cash provided by (used in) financing activities
 
(30,360,044
)
 
(12,366,346
)
 
106,089,395

Effect of exchange rate changes on cash
 
59,372

 
60,077

 
(124,955
)
Net increase (decrease) in cash and cash equivalents
 
(87,704,915
)
 
4,912,829

 
27,782,808

Cash and cash equivalents at beginning of year
 
143,302,666

 
138,389,837

 
110,607,029

Cash and cash equivalents at end of year
 
$
55,597,751

 
$
143,302,666

 
$
138,389,837

Supplemental disclosures of cash flow information:
 
 
 
 
 
 
Cash paid during the year for:
 
 
 
 
 
 
Interest
 
$
13,107,744

 
$
13,569,583

 
$
6,645,354

Income taxes
 
$
30,967,378

 
$
21,627,112

 
$
13,849,749

See accompanying notes to the consolidated financial statements.

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AZZ incorporated
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
 
 
 
Common Stock
 
Capital in
excess of par
value
 
Retained
earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Treasury
Stock
 
Total
 
 
Shares
 
Amount
 
Balance at February 28, 2010
 
25,218,320

 
$
25,218,320

 
$
8,174,206

 
$
196,394,134

 
$
(672,858
)
 
$
(1,247,764
)
 
$
227,866,038

Exercise of stock options
 
 
 
 
 
146,241

 
 
 
 
 
233,714

 
379,955

Stock compensation
 
 
 
 
 
3,111,430

 
 
 
 
 
34,572

 
3,146,002

Stock issued for SARs
 
 
 
 
 
(1,316,946
)
 
 
 
 
 
310,344

 
(1,006,602
)
Employee Stock Purchase Plan
 
 
 
 
 
521,093

 
 
 
 
 
126,799

 
647,892

Federal income tax deducted on stock options
 
 
 
 
 
895,838

 
 
 
 
 
 
 
895,838

Cash dividend paid
 
 
 
 
 
 
 
(12,466,812
)
 
 
 
 
 
(12,466,812
)
Net income
 
 
 
 
 
 
 
34,962,641

 
 
 
 
 
34,962,641

Foreign currency translation
 
 
 
 
 
 
 
 
 
1,055,071

 
 
 
1,055,071

Interest rate swap, net of ($292,046) of income tax
 
 
 
 
 
 
 
 
 
537,850

 
 
 
537,850

Balance at February 28, 2011
 
25,218,320


$
25,218,320

 
$
11,531,862

 
$
218,889,963

 
$
920,063

 
$
(542,335
)
 
$
256,017,873

Exercise of stock options
 
 
 
 
 
8,150

 
 
 
 
 
(8,102
)
 
48

Stock compensation
 
 
 
 
 
2,893,345

 
 
 
 
 
34,572

 
2,927,917

Restricted Stock Units
 
 
 
 
 
(90,996
)
 
 
 
 
 
12,999

 
(77,997
)
Stock issued for SARs
 
 
 
 
 
(981,519
)
 
 
 
 
 
205,839

 
(775,680
)
Employee Stock Purchase Plan
 
 
 
 
 
640,542

 
 
 
 
 
122,749

 
763,291

Federal income tax deducted on stock options
 
 
 
 
 
199,427

 
 
 
 
 
 
 
199,427

Cash dividend paid
 
 
 
 
 
 
 
(12,565,821
)
 
 
 
 
 
(12,565,821
)
Net income
 
 
 
 
 
 
 
40,735,796

 
 
 
 
 
40,735,796

Foreign currency translation
 
 
 
 
 
 
 
 
 
438,148

 
 
 
438,148

Interest rate swap, net of $29,205 of income tax
 
 
 
 
 
 
 
 
 
(54,237
)
 
 
 
(54,237
)
Balance at February 29, 2012
 
25,218,320

 
$
25,218,320

 
$
14,200,811

 
$
247,059,938

 
$
1,303,974

 
$
(174,278
)
 
$
287,608,765

Exercise of stock options
 
7,488

 
7,488

 
8,293

 
 
 
 
 

 
15,781

Stock compensation
 
14,000

 
14,000

 
3,161,050

 
 
 
 
 

 
3,175,050

Restricted Stock Units
 
 
 
 
 
(516,916
)
 
 
 
 
 
103,537

 
(413,379
)
Stock issued for SARs
 
89,662

 
89,662

 
(1,296,943
)
 
 
 
 
 
15,362

 
(1,191,919
)
Employee Stock Purchase Plan
 
47,497

 
47,497

 
814,377

 
 
 
 
 
55,379

 
917,253

Federal income tax deducted on stock options
 
 
 
 
 
1,283,240

 
 
 
 
 
 
 
1,283,240

Cash dividend paid
 
 
 
 
 
 
 
(13,423,199
)
 
 
 
 
 
(13,423,199
)
Net income
 
 
 
 
 
 
 
60,456,206

 
 
 
 
 
60,456,206

Foreign currency translation
 
 
 
 
 
 
 
 
 
(4,439,087
)
 
 
 
(4,439,087
)
Interest rate swap, net of $29,205 of income tax
 
 
 
 
 
 
 
 
 
(54,237
)
 
 
 
(54,237
)
Balance at February 28, 2013
 
25,376,967

 
$
25,376,967

 
$
17,653,912

 
$
294,092,945

 
$
(3,189,350
)
 
$

 
$
333,934,474

See accompanying notes to the consolidated financial statements.

37

Table of Contents
AZZ incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 
1.    Summary of significant accounting policies
Organization-AZZ incorporated (the “Company” “AZZ” or “We”) operates primarily in the United States of America and Canada and has recently begun operating, through the acquisition of Aquilex SRO as described in Note 15 below, in Brazil, Poland and the Netherlands. Information about the Company's operations by segment is included in Note 11 to the consolidated financial statements.
Basis of consolidation—The consolidated financial statements were prepared in accordance with the accounting principles generally accepted in the United States of America and include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.
Use of estimates—The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Concentrations of credit risk—Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable.
The Company maintains cash and cash equivalents with various financial institutions. These financial institutions are located throughout the United States and Canada and the Company policy is designed to limit exposure to any one institution. The Company performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the Company’s banking relationships. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk related to cash and cash equivalents. The majority of cash equivalents are invested in Treasury Funds.
Concentrations of credit risk with respect to trade accounts receivable are limited due to the Company’s diversity by virtue of two operating segments, the number of customers, and the absence of a concentration of trade accounts receivable in a small number of customers. The Company performs continuous evaluations of the collectability of trade accounts receivable and allowance for doubtful accounts based upon historical losses, economic conditions and customer specific events. After all collection efforts are exhausted and an account is deemed uncollectible, it is written off against the allowance for doubtful accounts. The Company’s balances written off, net of recoveries, in fiscal 2013, 2012 and 2011 were approximately $344,000, $183,000 and $327,000, respectively. Collateral is usually not required from customers as a condition of sale.
Revenue recognition—The Company recognizes revenue for the Electrical and Industrial Products and Services Segment upon transfer of title and risk to customer or based upon the percentage-of-completion method of accounting for electrical products built to customer specifications under long-term contracts. We typically recognize revenue for the Galvanizing Services Segment at completion of the service unless we specifically agree with the customer to hold its material for a predetermined period of time after the completion of the galvanizing process and, in that circumstance, we invoice and recognize revenue upon shipment. Customer advanced payments presented in the balance sheets arise from advanced payments received from our customers prior to shipment of the product and are not related to revenue recognized under the percentage of completion method. The extent of progress for revenue recognized using the percentage of completion method is measured by the ratio of contract costs incurred to date to total estimated contract costs at completion. Contract costs include direct labor and material and certain indirect costs. Selling, general and administrative costs are charged to expense as incurred.

Provisions for estimated losses, if any, on uncompleted contracts are made in the period in which such losses are able to be determined. The assumptions made in determining the estimated cost could differ from actual performance resulting in a different outcome for profits or losses than anticipated.
Cash and cash equivalents—For purposes of reporting cash flows, cash and cash equivalents include cash on hand, deposits with banks and all highly liquid investments with an original maturity of three months or less.
Inventories—Cost is determined principally using a weighted-average method for the Electrical and Industrial Products and Services Segment and the first-in-first-out (FIFO) method for the Galvanizing Services Segment.
Property, plant and equipment—For financial reporting purposes, depreciation is computed using the straight-line method over the estimated useful lives of the related assets as follows:
 

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AZZ incorporated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Buildings and structures
10-25 years
Machinery and equipment
3-15 years
Furniture and fixtures
3-15 years
Automotive equipment