29.03.2018 12:30:00

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...

FORT WORTH, Texas, March 29, 2018 /PRNewswire/ -- 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.

AZZ Inc. is a global provider of metal coatings services, welding solutions, specialty electrical equipment and highly engineered services. (PRNewsfoto/AZZ Inc.)

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.

Consolidated Statements of Income

(in thousands, except per share data)

(unaudited)




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


 



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



As

Reported


Correction


As

Restated


As
Reported


Correction


As

Restated

Net Sales


$

208,551



$

(834)



$

207,717



$

190,407



$

7,195



$

197,602


Cost of Sales


159,285



883



160,168



148,938



5,609



154,547


Gross Profit


49,266



(1,717)



47,549



41,469



1,586



43,055


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


Net Income


$

13,240



$

(1,073)



$

12,167



$

8,329



$

991



$

9,320


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


 



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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SOURCE AZZ Inc.

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