8-K
Azz Inc (AZZ)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
January 11, 2021
Date of Report (Date of earliest event reported)
AZZ Inc.
(Exact name of Registrant as specified in its charter)
| Texas | 1-12777 | 75-0948250 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
One Museum Place, Suite 500
3100 West 7th Street
Fort Worth, Texas 76107
(Address of principal executive offices) (Zip Code)
(817) 810-0095
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock | AZZ | New York Stock Exchange |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On January 11, 2021, AZZ Inc. ("AZZ") issued a press release reporting AZZ’s third quarter financial results for the period ended November 30, 2020. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 2.02 (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. Nor shall the information in this Current Report be incorporated by reference in any other filing with the U.S. Securities and Exchange Commission made by AZZ, whether made before or after the date hereof, unless specifically identified therein as being incorporated therein by reference in such filing.
Item 7.01 Regulation FD Disclosure.
On January 11, 2021, AZZ also posted an investor presentation to its website at https://www.azz.com/investor-relations. A copy of the investor presentation is attached hereto as Exhibit 99.2 and incorporated herein by reference.
The information in this Item 7.01 (including Exhibit 99.2) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. Nor shall the information in this Current Report be incorporated by reference in any other filing with the U.S. Securities and Exchange Commission made by AZZ, whether made before or after the date hereof, unless specifically identified there as being incorporated therein by reference in such filing.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed as part of this report.
| Exhibit | Description |
|---|---|
| 99.1 | Press release, dated January 11, 2021, reporting AZZ's second quarter fiscal year 2021 financial results. |
| 99.2 | Investor Presentation, dated January 11, 2021. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AZZ Inc. | |
|---|---|
| Date: January 11, 2021 | By: /s/ Philip A. Schlom |
| Philip A. Schlom<br>Chief Financial Officer |
Document
AZZ Inc. Reports Third Quarter Fiscal Year 2021 Results; Generates EPS of $0.76; Sequential Improvement in Operating Performance; Comprehensive Strategic Review Underway
January 11, 2021 - FORT WORTH, TX - AZZ Inc. (NYSE: AZZ), a global provider of metal coating solutions, welding solutions, specialty electrical equipment and highly engineered services today announced financial results for the third quarter of fiscal year 2021, ended November 30, 2020.
Third Quarter Overview and Recent Highlights:
•Earnings per share of $0.76 and net income of $19.7 million; which includes net charges of $1.6 million, or $0.06 cents per share, primarily related to the loss on the divestiture of Southern Mechanical Services (SMS).
•Sales of $226.6 million, increased sequentially by 11.4% from the second quarter
◦Metal Coatings segment results versus same quarter, prior year:
▪Sales of $115.6 million, down 10.5%, with galvanizing sales down 8.8%
▪Operating income of $28.7 million, up 5.2%
▪Operating margin of 24.8%, versus 21.1%, or 370 bps improvement
◦Infrastructure Solutions segment results versus same quarter, prior year:
▪Sales of $111.0 million up 28.6% sequentially; down 31.5%
▪Operating income of $8.7 million, down 49.9%
▪Operating margin of 7.9% versus 10.8%
•Acquisition of Acme Galvanizing to continue strategic emphasis on Metal Coatings
•Repurchased over 652,000 shares during the quarter.
•Board authorized a new $100 million share repurchase program.
Management Discussion
Tom Ferguson, President and Chief Executive Officer of AZZ, commented, “During the third quarter, the COVID-19 pandemic continued to significantly impact our operations and financial results. Despite the challenging global macroeconomic environment, we achieved sequential operating performance improvement as our businesses steadily adapted to operating in the current environment. We were able to maintain solid profitability with sales of $226.6 million and net income of $19.7 million, or $0.76 per diluted share, and return capital to our shareholders by purchasing more than 652,000 AZZ common shares in the open market during the third quarter.
I am pleased that our Metal Coatings segment continues to deliver solid operating results with sales of $115.6 million, and operating margins of 24.8%, an improvement of 370 basis points over the same quarter the prior year. Within our Infrastructure Solutions segment, we experienced mixed results. End-market demand for medium voltage switchgear continues to exceed prior year results, while electrical enclosure orders were consistent with the third quarter of last year. However, the ongoing impact of pandemic-related travel restrictions, coupled with the effects of weak oil demand, has resulted in significantly lower refining turnaround projects as customers continued to delay or defer maintenance. We are cautiously optimistic for improvement in the refining market, and are positioning our welding
solutions operations for a solid fiscal year 2022. We are already seeing signs of improvement including earlier and increased quoting activity for the 2021 spring turnaround season.
As we previously communicated during the quarter, due to shifting industry and customer dynamics, and the protracted impact from the COVID-19 pandemic, we are taking the necessary steps to strategically restructure our portfolio of businesses to become a focused metal coatings business. As part of this process, we previously announced several actions including the divestiture of SMS, for which we recorded a loss on the sale of subsidiary of $1.9 million, the recent acquisition of Acme Galvanizing as part of our strategy to continue to grow Metal Coatings, and a comprehensive Board-led review of our businesses with the assistance of leading independent financial, legal and tax advisors. Our review of the Infrastructure Solutions businesses and associated assets, and the exploration of additional capital allocation opportunities to maximize shareholder value, is ongoing and I am pleased with the progress the team has made during the quarter.
I am extremely proud of AZZ's resiliency and execution as we continue to navigate the pandemic and again I want to express my sincere gratitude to all our employees for their hard work and dedication during this unprecedented time. We expect to emerge from this year a much stronger company, well-positioned to excel in the post-COVID era.”
Third Quarter Results
Sales for the third quarter of fiscal year 2021 were $226.6 million, compared to $291.1 million for the comparable period last year, a decrease of 22.2%. Net income for the quarter was $19.7 million, or $0.76 per share on a diluted basis, down $2.3 million from the prior year, same quarter. Incoming orders for the three-month period declined to $194.4 million, as compared to $263.7 million for the same quarter last year. The book-to-sales ratio declined slightly to 0.86, compared to 0.91 in last year’s comparable period. Backlog at the end of the quarter was $174.4 million, a decrease of 36.5% as compared to backlog at the end of the same quarter in the prior year, due to lower orders in China as the Company previously stated its plan to decrease sales efforts in this region, along with the effects on the business from the pandemic.
Metal Coatings Segment
For the third quarter of fiscal year 2021, Metal Coatings segment sales decreased 10.5% to $115.6 million and operating income increased $1.4 million, or 5.2% to $28.7 million versus the comparable prior year quarter. Operating margins improved to 24.8% of sales, which was 370 basis points higher than the comparable prior year quarterly operating margin. On a year-to-date basis, adjusted operating income of $80.4 million was $4.9 million, or 5.8% lower than the comparable prior year-to-date period.
Infrastructure Solutions Segment (formerly the Energy Segment)
For the third quarter of fiscal year 2021, Infrastructure Solutions segment sales decreased to $111.0 million, or 31.5% as compared to $161.9 million in the same quarter of the prior year. Infrastructure Solutions operating income of $8.7 million was 49.9% lower than the comparable prior year quarter. Operating margin decreased to 7.9% compared to prior year quarter operating margin of 10.8%. On a year-to-date basis, adjusted operating income of $12.6 million was $21.6 million, or 63.2%, lower than the comparable prior year-to-date period. Adjusted year-to-date operating margin was 4.3% compared to 7.8% in the prior year. The decrease in net sales and operating income was primarily attributable to several COVID-related factors, including travel restrictions within certain key geographical areas served by our Infrastructure Solutions teams, significant reductions in turnaround activity in both the U.S. and international markets, and a reduction of orders for some of our electrical products.
The following chart provides an overview of operating income for both our Metal Coatings and Infrastructure Solutions segments, as adjusted for the impairment charges recorded during the quarter:
| AZZ Inc. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Segment Reporting | ||||||||||||
| (dollars in thousands) | ||||||||||||
| (unaudited) | ||||||||||||
| Three Months Ended November 30, | Nine Months Ended November 30, | |||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Metal Coatings Segment | ||||||||||||
| Net Sales | $ | 115,616 | $ | 129,196 | $ | 351,643 | $ | 376,193 | ||||
| Segment operating income: | ||||||||||||
| Metal Coatings, as reported | 28,671 | 27,258 | 69,355 | 85,323 | ||||||||
| Impact of restructuring and impairment | (281) | — | 11,043 | — | ||||||||
| Metal Coatings, as adjusted | $ | 28,390 | $ | 27,258 | $ | 80,398 | $ | 85,323 | ||||
| Adjusted operating income as a % of revenue | 24.6 | % | 21.1 | % | 22.9 | % | 22.7 | % | ||||
| Infrastructure Solutions Segment | ||||||||||||
| Net Sales | $ | 111,007 | $ | 161,943 | $ | 291,644 | $ | 440,259 | ||||
| Segment operating income: | ||||||||||||
| Infrastructure Solutions, as reported | 8,722 | 17,421 | 3,364 | 34,231 | ||||||||
| Impact of restructuring and impairment | 1,857 | — | 9,226 | — | ||||||||
| Infrastructure Solutions, as adjusted | $ | 10,579 | $ | 17,421 | $ | 12,590 | $ | 34,231 | ||||
| Adjusted operating income as a % of revenue | 9.5 | % | 10.8 | % | 4.3 | % | 7.8 | % |
Fiscal Year 2021 Guidance
Mr. Ferguson added, “Given the ongoing disruption from COVID-19 we will continue to suspend our guidance for fiscal 2021. Based upon the evaluation of information currently available to management, we anticipate fiscal 2021 fourth quarter financial results to exceed the fiscal 2020 fourth quarter adjusted earnings per share of $0.47 per diluted share, but we expect fourth quarter results to be below the third quarter results. We continue to experience COVID-related travel restrictions within certain geographical areas served by our Infrastructure Solutions teams, particularly in some key international markets where we have projects scheduled for completion during the fourth quarter.
The strong cash flow generated by our operations will continue to help the Company manage both debt and liquidity effectively throughout the remainder of fiscal 2021, and well beyond. We continue to be prudent with our use of cash by focusing capital expenditures on core growth initiatives and safety-related spending, reducing debt, and repurchasing shares to enhance shareholder value. We will also continue to carefully manage our workforce to ensure a safe and healthy operating environment, and adjust our capacity to match the fluidity of our customer demands.
We are focused on executing the following opportunities: fully integrate the recently announced acquisition of Acme Galvanizing to drive market share growth and operating efficiencies; build backlog in
our Infrastructure Solutions segment; complete additional acquisitions and dispositions in support of our strategic initiatives and efficiently manage our liquidity to ensure we enter fiscal year 2022 in a solid position.”
Conference Call Details
AZZ Inc. will conduct a conference call to discuss financial results for the third quarter of fiscal year 2021 today, Monday, January 11, 2020, at 11:00 A.M. ET. Interested parties can access the conference call by dialing (844) 855-9499 or (412) 317-5497 (international). A webcast of the call will be available on the Company’s Investor Relations page at http://www.azz.com/investor-relations.
A replay of the call will be available for three days at (877) 344-7529 or (412) 317-0088 (international), confirmation #10150822, or for 30 days at http://www.azz.com/investor-relations.
There will be a slide presentation accompanying today’s call. The Company’s slide presentation for the call will be available on the Investor Relations page at http://www.azz.com/investor-relations.
About AZZ Inc.
AZZ Inc. is a global provider of metal coating solutions, welding solutions, specialty electrical equipment and highly engineered services to the markets of power generation, transmission, distribution and industrial in protecting metal and electrical systems used to build and enhance the world’s infrastructure. AZZ Metal Coatings is a leading provider of metal finishing solutions for corrosion protection, including hot dip galvanizing to the North American steel fabrication industry. AZZ Infrastructure Solutions (formerly Energy) is dedicated to delivering safe and reliable transmission of power from generation sources to end customers, and automated weld overlay solutions for corrosion and erosion mitigation to critical infrastructure in the energy markets worldwide.
Safe Harbor Statement
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. Certain factors could affect the outcome of the matters described herein. This press release may contain forward-looking statements that involve risks and uncertainties including, but not limited to, changes in customer demand for our products and services, including demand by the power generation markets, electrical transmission and distribution markets, the industrial markets, and the metal coatings markets. In addition, within each of the markets we serve, our customers and our operations could potentially be adversely impacted by the ongoing COVID-19 pandemic. We could also experience fluctuations in prices and raw material cost, including zinc and natural gas which are used in the hot dip galvanizing process; supply-chain vendor delays; customer requested delays of our products or services; delays in additional acquisition opportunities; currency exchange rates; adequacy of financing; availability of experienced management and 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; economic volatility or changes in the political stability in the United States and other foreign markets in which we operate; acts of war or terrorism inside the United States or abroad; and other changes in economic and financial conditions. AZZ has provided additional information regarding risks associated with the business in AZZ’s Annual Report on Form 10-K for the fiscal year ended February 29, 2020 and other
filings with the Securities and Exchange Commission (“SEC”), available for viewing on AZZ’s website at www.azz.com and on the SEC’s website at www.sec.gov. 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 hereof and AZZ assumes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.
Company Contact:
David Nark, Senior Vice President of Marketing and Investor Relations
AZZ Inc.
(817) 810-0095
www.azz.com
Investor Contact:
Joe Dorame, Managing Partner
Lytham Partners
(602) 889-9700
www.lythampartners.com
---Financial tables on the following page---
| AZZ Inc. | ||||||||
|---|---|---|---|---|---|---|---|---|
| Condensed Consolidated Statements of Income | ||||||||
| (dollars in thousands, except per share data) | ||||||||
| (unaudited) | ||||||||
| Three Months Ended November 30, | Nine Months Ended November 30, | |||||||
| 2020 | 2019 | 2020 | 2019 | |||||
| Net sales | 226,623 | 291,139 | 643,287 | 816,452 | ||||
| Cost of sales | 171,948 | 223,808 | 500,311 | 630,328 | ||||
| Gross margin | 54,675 | 67,331 | 142,976 | 186,124 | ||||
| Selling, general and administrative | 25,228 | 33,903 | 79,867 | 99,515 | ||||
| Restructuring and impairment charges | 1,576 | — | 20,269 | — | ||||
| Operating income | 27,871 | 33,428 | 42,840 | 86,609 | ||||
| Interest expense | 2,272 | 3,301 | 7,376 | 10,433 | ||||
| Other (income) expense, net | (724) | (743) | 823 | 367 | ||||
| Income before income taxes | 26,323 | 30,870 | 34,641 | 75,809 | ||||
| Income tax expense | 6,620 | 8,835 | 11,187 | 16,932 | ||||
| Net income | $ | 19,703 | $ | 22,035 | $ | 23,454 | $ | 58,877 |
| Earnings per common share | ||||||||
| Basic | $ | 0.76 | $ | 0.84 | $ | 0.90 | $ | 2.25 |
| Diluted | $ | 0.76 | $ | 0.84 | $ | 0.90 | $ | 2.24 |
| Diluted weighted average shares outstanding | 26,051 | 26,263 | 26,177 | 26,246 | ||||
| AZZ Inc. | ||||||||
| --- | --- | --- | --- | --- | ||||
| Condensed Consolidated Balance Sheets | ||||||||
| (dollars in thousands) | ||||||||
| (unaudited) | ||||||||
| November 30, 2020 | February 29, 2020 | |||||||
| Assets: | ||||||||
| Current assets (including assets held for sale of $3,178) | $ | 324,710 | $ | 354,562 | ||||
| Property, Plant and Equipment, Net | 201,178 | 213,104 | ||||||
| Other assets, net | 483,981 | 506,165 | ||||||
| Total assets | $ | 1,009,869 | $ | 1,073,831 | ||||
| Liabilities and Shareholders’ Equity: | ||||||||
| Current liabilities | $ | 123,455 | $ | 280,613 | ||||
| Long-term debt due after one year, net | 181,978 | 77,878 | ||||||
| Other liabilities | 80,358 | 80,974 | ||||||
| Shareholders' equity | 624,078 | 634,366 | ||||||
| Total liabilities and shareholders' equity | $ | 1,009,869 | $ | 1,073,831 | ||||
| AZZ Inc. | ||||||||
| --- | --- | --- | --- | --- | ||||
| Condensed Consolidated Statements of Cash Flows | ||||||||
| (dollars in thousands) | ||||||||
| (unaudited) | ||||||||
| Nine Months Ended November 30, | ||||||||
| 2020 | 2019 | |||||||
| Net cash provided by operating activities | $ | 59,394 | $ | 72,054 | ||||
| Net cash used in investing activities | (14,987) | (82,834) | ||||||
| Net cash provided by (used in) financing activities | (64,229) | 1,209 | ||||||
| Effect of exchange rates on cash | 2,330 | (145) | ||||||
| Net increase (decrease) in cash and cash equivalents | $ | (17,492) | $ | (9,716) | ||||
| Cash and cash equivalents at beginning of period | 36,687 | 24,005 | ||||||
| Cash and cash equivalents at end of period | $ | 19,195 | $ | 14,289 |
AZZ Inc.
Non-GAAP Disclosure
Adjusted Operating Income, Adjusted Earnings and Adjusted Earnings Per Share
In addition to reporting financial results in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”), the Company has provided adjusted operating income, adjusted earnings and adjusted earnings per share (collectively, the “Adjusted Earnings Measures”), which are non-GAAP measures. Management believes that the presentation of these measures provides investors with a greater transparency comparison of operating results across a broad spectrum of companies, which provides a more complete understanding of the Company’s financial performance, competitive position and prospects for the future. Management also believes that investors regularly rely on non-GAAP financial measures, such as adjusted operating income, adjusted earnings and adjusted earnings per share, to assess operating performance and that such measures may highlight trends in the Company’s business that may not otherwise be apparent when relying on financial measures calculated in accordance with GAAP.
The following tables provides a reconciliation for the three and nine months ended November 30, 2020 between the various measures calculated in accordance with GAAP to the Adjusted Earnings Measures, which are shown net of tax (dollars in thousands, except per share data):
| Three Months Ended November 30, 2020 | Nine Months Ended November 30, 2020 | |||||||
|---|---|---|---|---|---|---|---|---|
| Operating income | $ | 27,871 | $ | 42,840 | ||||
| Restructuring and impairment charges | 1,576 | 20,269 | ||||||
| Adjusted operating income | $ | 29,447 | $ | 63,109 | ||||
| Three Months Ended November 30, 2020 | Nine Months Ended November 30, 2020 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Amount | Per<br><br>Diluted Share(1) | Amount | Per<br> Diluted Share | |||||
| Net income and diluted earnings per share | $ | 19,703 | $ | 0.76 | $ | 23,454 | $ | 0.90 |
| Adjustments (net of tax): | ||||||||
| Restructuring and impairment charges: | ||||||||
| Metal Coatings | (281) | (0.01) | 11,043 | 0.42 | ||||
| Infrastructure Solutions | 1,857 | 0.07 | 9,226 | 0.35 | ||||
| Subtotal | 1,576 | 0.06 | 20,269 | 0.77 | ||||
| Tax benefit related to restructuring and impairment charges | (367) | (0.01) | (4,717) | (0.18) | ||||
| Total adjustments | 1,209 | 0.05 | 15,552 | 0.60 | ||||
| Adjusted earnings and adjusted earnings per share | $ | 20,912 | $ | 0.80 | $ | 39,006 | $ | 1.49 |
(1) Adjusted earnings per share amounts included in the table above may not sum due to rounding differences.
--END--
q3fy2021earningsdeck_fin
AZZ Inc. Q3 FY2021 Earnings Release Presentation January 11, 2020
Q3 FY2021 EARNINGS PRESENTATION Safe Harbor Statement 2 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. Certain factors could affect the outcome of the matters described herein. This presentation may contain forward-looking statements that involve risks and uncertainties including, but not limited to, changes in customer demand for our products and services, including demand by the power generation markets, electrical transmission and distribution markets, the industrial markets, and the metal coatings markets. In addition, within each of the markets we serve, our customers and our operations could potentially be adversely impacted by the ongoing COVID-19 pandemic. We could also experience fluctuations in prices and raw material cost, including zinc and natural gas, which are used in the hot dip galvanizing process; supply-chain vendor delays; customer requested delays of our products or services; delays in additional acquisition opportunities; currency exchange rates; adequacy of financing; availability of experienced management and 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; economic volatility or changes in the political stability in the United States and other foreign markets in which we operate; acts of war or terrorism inside the United States or abroad; and other changes in economic and financial conditions. AZZ has provided additional information regarding risks associated with the business in AZZ’s Annual Report on Form 10-K for the fiscal year ended February 29, 2020 and other filings with the Securities and Exchange Commission (“SEC”), available for viewing on AZZ’s website at www.azz.com and on the SEC’s website at www.sec.gov. 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 hereof and AZZ assumes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.
Q3 FY2021 EARNINGS PRESENTATION Q3 FY2021 Segment Performance Update Total Q3 FY2021 Sales: $226.6 million Segment Updates Metal Coatings Segment $115.6 Infrastructure Solutions Segment $111.0 • Increased COVID-19 cases drove more state lockdowns • Most end markets were soft, particularly petrochemical and general industrial • Segment operating margin of 24.8% represents a 370 basis point improvement from Q3 of prior year • Announced strategic evaluation of segment during quarter • Welding Solutions sales improved sequentially from Q2, but well below prior year due to continued low turnaround activity • Electrical Platform bookings were soft and sales were significantly below prior year due to lower China shipments 3 -10.5% vs. Q3 FY2020 -31.5% vs. Q3 FY2020
Q3 FY2021 EARNINGS PRESENTATION Sales Net Income Diluted EPS Q3 FY2021 Summary - Consolidated $291.1 $226.6 FY2020 FY2021 -22.2% • Galvanizing off by 8.8% in the quarter • Refining turnaround activity down from prior year, but improved from the spring • International, primarily China, sales down $30.4 million, or 39.7%, to $46.2 million • FY21 includes $1.6m of Restructuring • SG&A as % of sales 50bps lower as compared to prior Q3 • Tax rate of 25.1% - 350 bps lower than prior year Q3 • FY21 includes $0.06 Restructuring impact • Repurchased 652k shares in the quarter, but minimal impact on average shares in EPS calculation -10.6% -9.5% In $ millions, except per share amounts 4 $22.0 $19.7 FY 2020 FY2021 $0.84 $0.76 FY 2020 FY2021
Q3 FY2021 EARNINGS PRESENTATION Q3 FY2021 Segment Results – Metal Coatings • Metal Coating sales down due to COVID-19 caused lockdowns in several states that slowed customer activity • Lower zinc costs continued to flow through our kettles while price levels held steady • Reopened two powder coating lines in North Texas, that had been idled earlier in the year due to weak customer demand • Strong operational performance drove 350 bps improvement to adjusted operating margins of 24.8% vs. prior year with Galvanizing nicely above 25% In $ millions except percentages Sales $129.2 $115.6 FY2020 FY2021 -10.5% Operating Income +5.2% Key Statistics FY2020 Sales Organic Acquisitions FY2021 Sales $129.2 $115.6 $1.0 $(14.6) Segment Summary: 5 $27.3 $28.7 FY2020 FY2021 Operating Margin 21.1% 24.8% FY2020 FY2021 +370 bps
Q3 FY2021 EARNINGS PRESENTATION Q3 FY2021 Segment Results – Infrastructure Solutions • Conducting comprehensive review of the business and associated assets • Switchgear and Enclosures were the bright spots while the other Electrical businesses struggled • U.S. refinery turnaround activity remained weak and large international project activity was also lower than fall of 2019 • Operating Income and Margin began to rebound off of the very weak first half, but remained well below prior year In $ millions except percentages Key Statistics FY2020 Book to Ship 0.91 to 1 Segment Summary: FY2021 Book to Ship 0.86 to 1 FY 2020 Sales $161.9 FY2021 Sales $111.0 6 Sales $161.9 $111.0 FY2020 FY2021 -31.5% Operating Income -49.9% Operating Margin -290 bps $17.4 $8.7 FY2020 FY2021 10.8% 7.9% FY2020 FY2021
Q3 FY2021 EARNINGS PRESENTATION Q3 FY2021 Consolidated Results In $ millions, except for EPS and percentages Q3 FY 2021 Q3 FY 2020 % Change vs. Prior Year Sales $226.6 $291.1 -22.2% Gross Profit $54.7 $67.3 -18.8% Gross Margin 24.1% 23.1% 100 bps Operating Profit $27.9 $33.4 -16.6% Operating Margin 12.3% 11.5% 80 bps EBITDA $39.6 $46.8 -15.4% Net Income $19.7 $22.0 -10.6% Diluted EPS $0.76 $0.84 -9.5% Diluted Shares Outstanding 26,051 26,263 7
Q3 FY2021 EARNINGS PRESENTATION FY 2021 Year-to-date Cash Flow Highlights In $ millions, except for percentages YTD FY 2021 YTD FY 2020 Cash flows used in operating activities $59.4 $72.1 Less: Capital Expenditures $(27.9) $(22.5) Free Cash Flow $31.5 $49.6 Net Income $23.5 $58.9 Free Cash Flow / Net Income 134.0% 84.2% Acquisition of Subsidiaries, net of cash acquired $0.0 $60.6 Dividends $13.3 $13.4 Share Repurchases $31.0 $0.0 8
Q3 FY2021 EARNINGS PRESENTATION Capital Allocation Focused on Growth $27.9 $0.0 $31.0 $13.3 Capital Expenditures Acquisitions Share Repurchases Dividends Capital Expenditures Acquisitions Share Repurchases Dividends YTD 2021 Capital Deployment In $ millions • Safety, Health and Environmental • Facility expansion & spin plant • Product/technology growth initiatives • No acquisitions through Q3 • Announced acquisition of Acme Galvanizing in January, 2021 • Active portfolio of opportunities • Repurchased 652k shares in Q3 • Authorized $100 million of share repurchases as prior authorization was exhausted • Expect to continue to opportunistically purchase shares • Consistent dividend over time G ro w th S ha re ho ld er R et ur n 9
Q3 FY2021 EARNINGS PRESENTATION 10 Metal Coatings Segment • Post-fabricated metal products industry expected to grow in 2021 as COVID-19 comes under control • The cost of zinc in our kettles will begin to increase as we enter FY2022, due to higher zinc LME price levels • Integration of the recently announced acquisition of Acme Galvanizing Infrastructure Solutions Segment • Industrial platform • Spring turnaround outlook is positive with several projects being scheduled • Electrical platform • Complete remaining bus duct projects in China • T&D/Utility spending anticipated to remain good Corporate • Complete recently announced strategic evaluation of business • Continue to effectively manage cash flow, including debt and share repurchases Key Indicators and Initiatives
Q3 FY2021 EARNINGS PRESENTATION • Long term strategy to continue to grow the Metal Coatings segment organically and with a robust acquisition program, while targeting sustainable 21-23% Operating Margins • Focus on operating excellence and providing outstanding customer service • Assumes continued inorganic growth in Galvanizing and Powder Coating and Plating • Infrastructure Solutions Segment will continue to focus on operational excellence and profitable growth in core businesses while conducting strategic business review • Specialty Welding will grow by expanding into new markets beyond refining and power generation, continue international expansion, offering market leading welding technology • Electrical businesses will continue to focus on improving profitability through process alignment, and focus domestic market growth in core businesses, while effectively managing non-core businesses Strategic Direction 11
Q&A
Appendix and Additional Information
Q3 FY2021 EARNINGS PRESENTATION • In addition to reporting financial results in accordance with Generally Accepted Accounting Principles in the United States ("GAAP"), AZZ has provided EBITDA and Adjusted EBITDA, which are non-GAAP measures. Management believes that the presentation of these measures provides investors with a greater transparency comparison of operating results across a broad spectrum of companies, which provides a more complete understanding of AZZ’s financial performance, competitive position and prospects for the future. Management also believes that investors regularly rely on non-GAAP financial measures, such as EBITDA and Adjusted EBITDA, to assess operating performance and that such measures may highlight trends in the Company’s business that may not otherwise be apparent when relying on financial measures calculated in accordance with GAAP. Non-GAAP Disclosure of EBITDA 14
Q3 FY2021 EARNINGS PRESENTATION Non-GAAP Disclosure of Consolidated EBITDA 15 In millions Consolidated Q3 FY 21 Consolidated Q3 FY 20 GAAP Net Income $19.7 $22.0 Adjustments to reconcile GAAP to non- GAAP Financial Measures Interest Expense $2.3 $3.3 Income Tax Expense $6.6 $8.8 Depreciation and Amortization Expense $11.0 $12.7 Total Adjustments $19.9 $24.8 Non-GAAP EBITDA $39.6 $46.8 $(millions) except EPS As Reported (a) Adjustment F/N As Adjusted Sales 226.6$ - 226.6$ Gross Profit 54.7 - 54.7 Gross Margin 24.1% 24.1% SG&A 25.2 - 25.2 Loss on Sale/Impairment 1.6 (1.9) (1) (0.3) Operating Profit 27.9 1.9 29.8 Operating Margin 12.3% 13.2% Other (exp) / income net 0.7 - 0.7 Interest 2.3 - 2.3 Tax 6.6 0.5 (2) 7.1 Net Income 19.7 1.4 21.1 Shares Outstanding 26,051 - 26,051 Diluted EPS 0.76$ 0.05$ 0.81 Depreciation and Amortization 11.0 - 11.0 EBITDA 39.6$ 1.9$ 41.5$ Footnotes: (a) - Reported in conformity with US GAAP (2) - $(0.5) tax adjustment is the tax benefit of the $1.9 million loss on sale of SMS (1) - Relates to the Infrastructure Solutions loss on the disposal of the SMS business Legend: (r) – Reported (a) – Adjusted Current Year vs. Prior Year As Reported to As Adjusted