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AZZ Inc. will Restate Form 10-K for the Year Ended February 28, 2017 and the Unaudited Consolidated Financial Statements Contained in the Company's Quarterly Reports on Form 10-Q for the Quarters Ended May 31, 2017 and August 31, 2017

March 29, 2018 - FORT WORTH, TX - AZZ Inc. (NYSE: AZZ), (the “Company”), a global provider of metal coating services, welding solutions, specialty electrical equipment and highly engineered services, today announced that it has completed the review of the materiality of certain historical accounting treatment of certain contracts in its Energy Segment as originally communicated in its January 9, 2018 press release. On March 26, 2018, the management of the Company in conferring with the Company’s independent registered public accounting firm, BDO USA, LLP (“BDO”), concluded that the Company’s previously issued audited consolidated financial statements (and any related audit reports of BDO) contained in the Company's 2017 Annual Report on Form 10-K (which includes financial statements for years ending February 28, 2015, and February 29, 2016, and February 28, 2017) and the unaudited consolidated financial statements contained in the Company's Quarterly Reports on Form 10-Q for the quarters ended May 31, 2017 and August 31, 2017 (collectively, the “Relevant Periods”) should no longer be relied upon due to an accounting error. The Company determined that it should have applied the percentage-of-completion method of accounting under the FASB’s Accounting Standards Codification No. 605-35, Construction-Type and Production-Type Contracts ("ASC 605-35"), for certain contracts of the Company as further described below. After conferring with the Company’s management and BDO, the Audit Committee of the Board of Directors of the Company concurred with the above conclusion of the Company’s management.

The Company will file amendments to its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for the Relevant Periods to restate the previously issued annual and interim financial statements. Although the Company cannot yet estimate when it will complete the restatements and file the amended annual and periodic reports, the Company is working diligently and expeditiously towards completion of the restatements and intends to file the amended annual and periodic reports as soon as reasonably practicable and prior to filing its Quarterly Report on Form 10-Q for the quarter ended November 30, 2017.

The restatements described above result from a correction to the accounting method historically used by the Company to record revenues for certain contracts within its Energy Segment. In particular, the Company determined that for certain contracts for which revenue was recognized upon contract completion and transfer of title, the Company instead should have applied the percentage-of-completion method in accordance with ASC 605-35. In general, the percentage-of- completion method results in a revenue recognition pattern over time as a project progresses as opposed to deferring revenues until contract completion. The Company determined that the impact of applying the percentage-of-completion method to certain of its revenue contracts was materially different from its previously reported results primarily for certain current asset balance sheet accounts under its historical practice.

Paul Fehlman, senior vice president and CFO of AZZ Inc., commented, “We’re moving quickly to complete and issue these amended reports, and want to assure all shareholders that these changes were only for a limited number of subsidiaries in its Energy Segment, caused by a misapplication of FASB’s Accounting Standards Codification 605-35, and do not reflect a fundamental change in the Company’s underlying business. Further, the restatements will not impact cash and cash equivalents and do not impact our compliance with our contractual obligations.” Fehlman continued, “The attached tables showing the anticipated impacts to the income statements and consolidated balance sheets demonstrate that the restatements will impact the balance sheets to a greater extent than the income statements.”

Also, in connection with the restatements, the Company re-evaluated its conclusion regarding the effectiveness of the Company’s disclosure controls and procedures and internal controls over financial reporting for the Relevant Periods and determined that a material weakness existed relating to revenue recognition on certain contracts. In addition, as a result of the material weakness, BDO USA LLP’s report on the Company’s internal control over financial reporting as of February 28, 2017 should no longer be relied upon. Management has begun to develop and institute a plan to remediate this material weakness.

About AZZ Inc.

AZZ Inc. is a global provider of metal coating services, 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 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. This release 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 political stability and 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 and employees to implement AZZ’s growth strategy. 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 28, 2017 and other filings with the 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.

Contact:

Paul Fehlman, Senior Vice President - Finance and CFO

 

AZZ Inc. 817-810-0095

 

Internet: www.azz.com

 

Lytham Partners 602-889-9700

 

Joe Dorame, Robert Blum or Joe Diaz

 

Internet: www.lythampartners.com

 

---Financial tables on the following page---

 

AZZ Inc.

 

Years Ended

 

 

February 28, 2017

 

 

 

February 29, 2016

 

 

As

  Reported

Correction

 

As

 Restated

As

Reported

Correction

 

As

Restated

Net Sales

$

858,930

 

$

4,608

 

$

863,538

 

$

903,192

$

(13,792

)

$

889,400

Cost of Sales

 

654,146

 

 

4,790

 

 

658,936

 

 

673,081

 

(11,799

)

 

661,282

Gross Profit

 

204,784

 

 

(182

 

 

204,602

 

 

230,111

 

(1,993

)

 

228,118

Operating Income

 

98,360

 

 

(182

 

 

98,178

 

 

122,288

 

(1,993

)

 

120,295

Income Before Income Taxes

 

84,749

 

 

(182

 

 

84,567

 

 

104,368

 

(1,993

)

 

102,375

Income Tax Expense

 

23,828

 

 

(68

 

 

23,760

 

 

27,578

 

(747

)

 

26,831

Net Income

$

60,921

 

$

(114

 

$

60,807

 

$

76,790

$

(1,246

)

$

75,544

Earnings Per Common Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic Earnings Per Share

$

2.35

 

$

(0.01

 

$

2.34

 

$

2.98

$

(0.05

)

$

2.93

Diluted Earnings Per Share

$

2.33

 

$

 

$

2.33

 

$

2.96

$

(0.05

)

$

2.91

Weighted Average Shares Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

25,965

 

 

 

 

 

25,965

 

 

25,800

 

 

 

 

25,800

Diluted

 

26,097

 

 

 

 

 

26,097

 

 

25,937

 

 

 

 

25,937

 

Consolidated Statements of Income (in thousands, except per share data) (unaudited)


 

Year Ended

February 28, 2015

 

As

 Reported

Correction

As

  Restated

Net Sales

$

816,687

$

3,005

$

819,692

Cost of Sales

 

610,991

 

1,928

 

612,919

Gross Profit

 

205,696

 

1,077

 

206,773

Operating Income

 

106,825

 

1,077

 

107,902

Income Before Income Taxes

 

90,130

 

1,077

 

91,207

Income Tax Expense

 

25,187

 

404

 

25,591

Net Income

$

64,943

$

673

$

65,616

Earnings Per Common Share

 

 

 

 

 

 

Basic Earnings Per Share

$

2.53

$

0.03

$

2.56

Diluted Earnings Per Share

$         

2.52

$

0.03

$

2.55

Weighted Average Shares Outstanding

 

 

 

 

Basic

 

25,676

 

 

 

25,676

Diluted

 

25,778

 

 

 

25,778

 

 

 
 

Three Months Ended

May 31, 2017                                             August 31, 2017

 

 

  Reported

Correction

 Restated

Reported

Correction

  Restated

 

 

 

 

 

 

Cost of Sales

159,285

883

160,168

148,938

5,609

154,547

 

 

 

 

 

 

 

Operating Income

21,907

(1,717)

20,190

15,056

1,586

16,642

Income Before Income Taxes

18,732

(1,717)

17,015

11,396

1,586

12,982

Income Tax Expense

5,492

(644)

4,848

3,067

595

3,662

 

 

 

 

 

 

 

Earnings Per Common Share

 

 

 

 

 

 

Basic Earnings Per Share

$            0.51

$          (0.04) $

0.47

$            0.32

$            0.04

 

$          0.36

Diluted Earnings Per Share

$            0.51

$          (0.04) $

0.47

$            0.32

$            0.04

 

$          0.36

Weighted Average Shares Outstanding

 

 

 

Basic

26,012

26,012

25,970

25,970

Diluted

26,093

26,093

26,036

26,036

                 

 

As                                           As                   As                                               As

 

Net Sales                                     $                                                     208,551

$             (834)

$ 207,717

$       190,407

$            7,195

$  197,602

 

Gross Profit                                                          49,266

(1,717)

47,549                         41,469

1,586

43,055

 

 

 

Net Income                                                     $                                                     13,240

$          (1,073)

$     12,167

$            8,329

$               991

$          9,320

 

 

 

 
 
 

 

 

 

 

 

 

Six Months Ended

August 31, 2017

 

As

  Reported

Correction

 

As

 Restated

Net Sales

$

398,958

$

6,361

 

$

405,319

Cost of Sales

 

308,223

 

6,492

 

 

314,715

Gross Profit

 

90,735

 

(131

)

 

90,604

Operating Income

 

36,963

 

(131

)

 

36,832

Income Before Income Taxes

 

30,128

 

(131

)

 

29,997

Income Tax Expense

 

8,559

 

(49

)

 

8,510

Net Income

$

21,569

$

(82

)

$

21,487

Earnings Per Common Share

 

 

 

 

 

 

 

Basic Earnings Per Share

$

0.83

$

 

$

0.83

Diluted Earnings Per Share

$           

0.83

$         

(0.01

)

$        

0.82

Weighted Average Shares Outstanding

 

 

 

 

 

 

 

Basic

 

25,991

 

 

 

 

25,991

Diluted

 

26,065

 

 

 

 

26,065

 

 

 

AZZ Inc.

Consolidated Balance Sheets (in thousands) (unaudited)

 

 

 

 

 
 
 

 

 

                February 28, 2017               

 

                February 29, 2016               

 

As

 Reported

Correction

 

As

Restated

As

Reported

Correction

 

As

Restated

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventories - net

$

123,208

$

(35,583

 

 

$

87,625

$

102,135

$

(30,793

 

 

$

71,342

Costs and estimated earnings in excess of billings on uncompleted contracts

 

20,546

 

29,716

 

 

 

50,262

 

32,287

 

31,195

 

 

 

63,482

Total current assets

 

296,537

 

(5,867

 

 

 

290,670

 

309,334

 

402

 

 

 

309,736

Total assets

$

977,839

$

(5,867

 

 

$

971,972

$

982,010

$

402

 

 

$

982,412

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Billings in excess of costs and estimated earnings on uncompleted contracts

$

32,808

$

(10,732

 

 

$

22,076

$

24,889

$

(4,645

 

 

$

20,244

Total current liabilities

 

141,850

 

(10,732

 

 

 

131,118

 

148,405

 

(4,645

 

 

 

143,760

Deferred income tax liabilities

 

51,550

 

1,825

 

 

 

53,375

 

49,960

 

1,893

 

 

 

51,853

Total liabilities

 

448,200

 

(8,907

 

 

 

439,293

 

500,794

 

(2,752

 

 

 

498,042

Shareholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retained earnings

 

495,030

 

3,040

 

 

 

498,070

 

450,754

 

3,154

 

 

 

453,908

Total shareholders’ equity

 

529,639

 

3,040

 

 

 

532,679

 

481,216

 

3,154

 

 

 

484,370

Total liabilities and shareholders' equity

$

977,839

$

(5,867

 

 

$

971,972

$

982,010

$

402

 

 

$

982,412

 

 

May 31, 2017

 

 

 

 

August 31, 2017

 

 

As

  Reported

Correction

 

 

As

Restated

 

 

As

Reported

Correction

 

 

 

As

Restated

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventories - net

$

131,187

 

$

(36,466

)

$

94,721

 

$

144,008

 

$

(42,075

 

 

$

101,933

Costs and estimated earnings in excess of billings on uncompleted contracts

 

27,295

 

 

32,337

 

 

59,632

 

 

32,082

 

 

36,616

 

 

 

68,698

Total current assets

 

325,744

 

 

(4,129

)

 

321,615

 

 

325,007

 

 

(5,459

 

 

 

319,548

Total assets

$

1,004,998

 

$

(4,129

)

$

1,000,869

 

$

1,011,401

 

$

(5,459

 

 

$

1,005,942

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer deposits and billings in excess of costs and estimated earnings on

uncompleted contracts

 

$

 

31,527

 

 

$

 

(7,277

 

)

 

$

 

24,250

 

 

$

 

32,659

 

 

$

 

(10,193

 

 

 

$

 

22,466

Total current liabilities

 

130,699

 

 

(7,277

)

 

123,422

 

 

126,273

 

 

(10,193

 

 

 

116,080

Deferred income tax liabilities

 

52,431

 

 

1,181

 

 

53,612

 

 

52,293

 

 

1,776

 

 

 

54,069

Total liabilities

 

468,608

 

 

(6,096

)

 

462,512

 

 

466,088

 

 

(8,417

 

 

 

457,671

Shareholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retained earnings

 

503,847

 

 

1,967

 

 

505,814

 

 

507,754

 

 

2,958

 

 

 

510,712

Total shareholders’ equity

 

536,390

 

 

1,967

 

 

538,357

 

 

545,313

 

 

2,958

 

 

 

548,271

Total liabilities and shareholders' equity

$

1,004,998

 

$

(4,129

)

$

1,000,869

 

$

1,011,401

 

$

(5,459

 

 

$

1,005,942

 

 

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