Joe Dorame David H. Dingus - Chief Executive Officer, President and Director Dana L. Perry - Chief Financial Officer, Senior Vice President of Finance, Secretary and Director Ashok E. Kolady - Senior Vice President of Electrical and Industrial Products Segment Timothy E. Pendley - Senior Vice President of Galvanizing Services Segment.

John Franzreb - Sidoti & Company, LLC Brent Thielman - D.A. Davidson & Co., Research Division Christopher Schon Williams - BB&T Capital Markets, Research Division Noelle C. Dilts - Stifel, Nicolaus & Co., Inc., Research Division Jonathan P. Braatz - Kansas City Capital Associates Edward Lefferman - First Manhattan Co. Robert Longnecker.

Good morning, and welcome to the AZZ Incorporated First Quarter of Fiscal Year 2014 Financial Results Conference Call. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Mr. Joe Dorame of Lytham Partners. Please go ahead, sir..

changes in customer demand and response to products and services offered by the company, including demand by the electrical power generation markets, electrical transmission and distribution markets, the industrial markets and the hot-dip galvanizing markets; prices and raw material costs, including zinc and natural gas, which are used in the hot-dip galvanizing process; changes in the economic conditions of the various markets the company serves, foreign and domestic; customer requested delays of shipments; acquisition opportunities; currency exchange rates; adequate financing; and availability of experienced management employees to implement the company's growth strategies.

The company can give no assurance that such forward-looking statements will prove to be correct. AZZ assumes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise. With that having been said, I'd like to turn the call over to Mr.

David Dingus, President and Chief Executive Officer of AZZ.

David?.

Thank you, Joe, and thanks to each of you for taking the time to join us today for the conference call of our first quarter of fiscal year 2014. We are extremely pleased with our accomplishments for the first quarter of fiscal '14, both strategically and operationally.

Our first quarter continued to reflect solid operational performance as we continued to take organic actions to further position us for growth, as well as continued our assimilation of our recent acquisitions that are an integral part of our stated strategies for both of our segments.

Joining Dana and I on the conference call today and for the question-and-answer session will be Ashok Kolady, Senior Vice President and Chief Operating Officer for the Electrical and Industrial Products and Services segment.

Ashok is also the Officer In Charge of the assimilation of Aquilex into AZZ and will be able to add his comments as it relates to operations in the assimilation process of this acquisition. Also joining us will be Tim Pendley, Senior Vice President and Chief Operating Officer of the Galvanizing Services segment.

Tim continues to do an outstanding job of leading our unprecedented organic growth of this segment, as well as leadership in the assimilation of our new Canadian operations. At this time, I'll turn it over to Dana for a presentation of prepared remarks on the results of our first quarter of fiscal 2014..

Thank you, David. On an operational basis, our first quarter of fiscal 2014, we recognized revenues of $183.2 million and earnings per share of $0.57. Our backlog was $219.6 million at the end of the quarter, reflecting a book-to-ship ratio of 0.99:1.

We are reporting backlog only on our legacy electrical products as the seasonal trends and shorter term cycles in the Aquilex business that we just acquired does not lend itself to long-term backlogs. Margins in our electrical and galvanizing segments were 13.5% and 29.6%, respectively.

As we outlined in our press release, the non-recurring items in the current quarter were again significant. Adjusted earnings per share for the first quarter of fiscal 2014 without these non-recurring items would have been 56% -- $0.56 per share compared to $0.51 for the same quarter in fiscal 2013.

Our results for the first quarter reflect a continuation of our very successful strategic growth accomplishments achieved in fiscal 2013.

We are pleased with our continued integration efforts with the Aquilex SRO, a global leader in maintenance, repair and revitalization services to the nuclear and fossil fuel power generation markets, and continue to see multiple cross-pollination opportunities with our other operations.

Going forward, we'll be referring to Aquilex SRO business as AZZ-WSI. AZZ-WSI will be a part of our Electrical/Industrial Products and Services segment and will reflect AZZ's branding and values in the marketplace while continuing to deliver their industry-leading services that they have provided in the past.

I will now provide a brief overview of the market conditions we are experiencing in both of our segments. In our Electrical/Industrial Products and Services segment, we recorded revenues for the quarter of $96.5 million as compared to the prior year results of $44.7 million.

Operating income was $13.1 million as compared to $6.8 million, and operating margins were 13.5% for the quarter compared to 15.3% in the prior year period.

Our increased revenues were the results of the inclusion and acquisition of NLI, which added $17.5 million to revenues for the quarter; and Aquilex, now referred to as AZZ-WSI, which contributed $41.5 million. The inclusion of the acquisition of NLI added $4.2 million to operating income for the quarter, and AZZ-WSI contributed $3.3 million.

For the market -- from a market perspective, our international power generation markets remain strong. The construction of power plants remains robust, and we see strong demand for our products, especially in the Middle East.

We expect the domestic fossil fuel generation market to skew further in the direction of natural gas for the new construction and expect the quotation activity to remain slow domestically in the near term. NLI continues to experience strong interest levels for their products and services of nuclear power generation markets.

We are experiencing strong demand for our specialty services in the nuclear market in China and fossil fuel market in the Latin American market. We're starting to see a slight pick up in inquiries from our utility customers.

Over the long term, we continue to believe -- continue to be optimistic regarding the opportunities associated with the upgrade of the domestic distribution substation network. Industrial markets are showing revival, especially in the pipeline and petrochemical segment, increasing domestic oil and gas exploration.

And production is driving the demand for our products, and we expect this segment to remain strong in the near term. For our Galvanizing Services segment, revenues for the quarter were $86.7 million as compared to $82.5 million recorded in our first quarter in fiscal 2013.

The first quarter saw modest gains in overall production as the late winter hampered our gate -- our quick rebound, while the solar and transmission markets have leveled off. However, we did experience improvements in our industrial markets, as well as our bridge and highway markets.

We have moved out of the seasonality of the northern construction markets and are well positioned for the prime season. We remain optimistic that we will see an improvement in our petrochemical work in the coming months as well. The Joliet facility is now in full construction mode, and we look forward to its completion and reopening.

Our Canadian operations continued to provide solid contributions to our overall diversity of the markets we serve. Our growth through acquisition strategy continues to minimize the impact of the low GDP growth.

Operating income was $25.7 million compared to $22.6 million in the prior year, and operating margins for the quarter were 29.6% compared to 27.4%. Excluding the non-recurring gain from the lawsuit settlement during the quarter, our pro-forma operating margins on our legacy business would have been 25.7%.

The balance sheet remains strong and we believe it is one of our core strengths and, along with our strong cash flow characteristics, provides us with adequate flexibility to continue our company -- continue the growth and expand of our company. David will now give us our closing comments..

We remain committed to setting the standards in quality and service from both segments, positioning us to take advantage of opportunities to maximize volume and market share while maintaining price.

The completion of another successful quarter for AZZ, the financial strength of the company and a great group of employees is reflected in our first quarter operating results and the confidence that we have in our future and the balance of fiscal 2014.

Now based upon the evaluation of information currently available to management, we are maintaining our previously issued guidance for fiscal 2014 for revenues to be in the range of $825 million to $900 million and for earnings to be within the range of $2.65 to $2.95 per diluted share.

Due to the significant impact of recent acquisitions and the seasonal trends associated with the acquisition of Aquilex, or WSI, we are issuing quarterly guidance for the second quarter of fiscal 2014 and will continue this for the balance of fiscal 2014.

Our second quarter guidance is for revenues to be in the range of $195 million to $210 million, and our earnings are anticipated being in the range of $0.60 to $0.70 per diluted share. Our guidance reflects 11 months of the acquisition of Aquilex.

Their business and revenue recognition is more cyclical than the traditional Electrical and Industrial Products and Services segment of our company. And we anticipate, as we go forward, that the fourth quarter will continue to reflect our lowest quarterly performance, which is applicable to both segments of our businesses.

The first and second quarters should show some momentum building for our revenue recognition, with our strongest operating performance being our third quarter. We will continue to comment and provide guidance on this with each quarterly conference call.

Achievement of these projections will be our 27th consecutive year of profitability and will be record-setting both in terms of revenue and earnings.

Our estimates assume that we will not have any appreciable change in our current market conditions; competitive activity, including pricing; or significant delays in delivery or timing in the receipt of orders for our Electrical and Industrial Products and Services and demand from Galvanizing Services.

The strength of our balance sheet, the confidence of the management team and the strong customer acceptance of our products and services give us the confidence to aggressively pursue additions to our products and services currently offered.

Thank you for the opportunity today, and we'd like to open it up for any questions you might have at this time..

[Operator Instructions] Our first question will be from John Franzreb of Sidoti & Company..

First, I'd like to discuss the seasonality that you just outlined, David. Certainly, I don't think I appreciated how much it seems that revenue flows into Q3.

Could you talk about why that's the case and just give us a little color behind that?.

Sure. I'm going to let Ashok address that, John. But it deals essentially with the planning of the utility companies themselves..

John, the end market for Aquilex, which I'm going to refer to as WSI going forward, is power generation and petrochemical refining, primarily. So their services and the seasonality goes with the outage season for power and the refining markets, which almost matches identically with our Q1 and Q3.

So if you look at outage seasons for both these markets, it's spring and fall outage that's when WSI performs the work. Does that....

I guess that certainly helps. Just along those lines, you were also talking about Aquilex. Your initial guide for accretion for that business was $0.25 to $0.30 and a step-up in year 2 of $0.60 to $0.70.

Are you still, a, comfortable with that guide? And could you just walk us through what the bridge was that would drive that significant earnings improvement in the business?.

John, this is David. The services business that -- and the participants in that similar market, essentially, it's an 8% to 12% margin business. Naturally, in the beginning, we're trending more towards the lower end of that range and believe that we can grow over the next 15 to 18 months into the higher range.

So it's taking us -- the timeline may have stretched just slightly on us, but we're still as optimistic on the long-term accretion opportunities as we were at the time of acquisition and as we previously announced.

So as you're modeling that, I think you'll see us move over the next 18 months, much closer to the 12%, 12.5% range than the 8% to 8.5% range that we're operating at now..

Okay. And just one last question. The legacy E&I business had another soft quarter.

I wouldn't expect that -- given the seasonal trends for the business, is there something behind that, that we should be aware about?.

Ashok?.

The legacy electrical business was down 16% in revenue for the first quarter. We are forecasting to end the year slightly ahead of last year, 3% to 5% higher for the year, which means a stronger second half for the business. First quarter was a combination of orders moving out from the first quarter timing to a lower power gen newbuild in the U.S.

But we see a strong rebound in the second half, primarily international business and power gen..

Oh.

So you had the orders booked that gives you the confidence that you're going to hit that full year 3% to 5% up?.

Yes. Absolutely..

The next question will come from Brent Thielman of D.A. Davidson..

Yes, just a question again on the electrical business. Backing out the acquisitions, your operating margins held near 15%, pretty consistent with the prior year, even though you had a 16% organic revenue decline.

How were you able to sustain those margins?.

Well, again, I think it's reflective. As we've talked about, there's been some pricing improvement over the last 18 months. And our backlog, it was pretty balanced across the different legacy segments. So I think we're right margin-wise with where we wanted to be in that first quarter.

But as Ashok said, we had some timing issues that cost us on the volume side, but we were overall pleased with our backlog and our forecast for the full year of fiscal '14..

Okay. Then just on the galvanizing side, I mean 26% margin. You back out some of those items -- certainly strong by historical standards, but a little lower than the run rate you saw first few quarters of last year.

Is it lower margins sort of weighed -- or excuse me, lower volume that sort of weighed on the margin?.

It's volume related. Primarily [ph]..

Okay.

And are you seeing pressure in certain regions during the quarter? Point anything specific there?.

Are you talking about pricing pressures or volume pressures?.

Volume pressures..

Okay. I'll let Tim comment on that..

What we're seeing is -- we've seen the transmission in solar market plateau. We're now at a steady state on that. We don't have the growth rate running in that market that we had last year, but still had a nice, steady rate.

We've also seen the petrochemical projects that we were anticipating getting pushed out a little further, plus the long winter months. We had a protracted winter, late season this year, and that held up a lot of the construction activity..

Okay, that's helpful. And then just one last one.

What, from sort of a market perspective and/or sort of operationally, needs to occur to get to the high end of your guidance range this year?.

I think it's timing of the projects. If we stay on schedule with what is planned for -- according to our backlog, if the nuclear builds in the U.S. stay on schedule, there are opportunities there.

We continue to advance our market share improvements in the international markets, particularly in the power generation, I think we've got a real shot at the higher end. So if we miss it, I think it will be just timing because I think we're in great shape when it comes to the order quotation, a backlog scenario, and we'll just have to see.

But we're doing excessively well in some areas with our legacy business. We're excessively pleased with the results of NLI, the opportunities and the cross-fertilization between NLI and WSI, opportunities are growing. Our international presence and our coverage is improving.

So I think if we don't hit the higher end, we just run out of time in getting it done. And then we'll still be marching on that improved level as we enter fiscal '15..

The next question will come from Schon Williams of BB&T..

I just wanted to maybe talk about the portfolio here of companies, just -- can you give us an update on -- now that you've had these service businesses under your control for a little bit, I'm just wondering if -- have you found them to be more attractive than -- the more you kind of started this initial process? Could we see -- going forward, are we still looking for more targets on the service side of the business? Or is there anything else out there that we should be paying attention to on the galvanizing side? Could you just give a little bit of color around where the acquisition strategy kind of goes forward?.

Sure. We're excessively pleased with what we're finding out the more that we're in it on the portfolio design now and the Electrical and Industrial Products and Services. We think it's just a wonderful mix as we go forward.

The acquisitions that we will identify, I think, are going to be product and market specific and more towards tuck-in, that may fill a void that we have in a particular offering. On the galvanizing, and again as we've indicated, it's adding geography. We would love to do more in Canada. we'd love to do more international than we are doing.

The opportunities in the U.S. for one-ofs are a little less than we've had in the past, simply because of the success we've had in acquiring. But we in no way are backing off and believe that we have reached the highest level that we can in the galvanizing and that they'll continue to have more of an international flavor than a domestic flavor..

And I know timing is always difficult.

But I mean, would it be reasonable to see another acquisition, even a small bolt-on? Would it be reasonable to see another acquisition in the next 12 months?.

It's reasonable to expect a bolt-on. I don't think that we have anything close that I would say is a high probability..

And can you talk about whether? Would it be E&I versus galvanizing?.

I think both are equal opportunities..

Our next question will come from Noelle Dilts of Stifel, Nicholas..

First, I'd like to first go back to John's question that was first on just really -- speaking a little bit more to the WSI seasonality.

So have you done -- I understand that it's going to be a pretty big dramatic move, but what's the typical historical move from, say, the first quarter into the second quarter? Do you have a sense of that for revenues or profits?.

Well, I mean, our forecast is based upon their historical performance and their historical forecast. So we're not forecasting more seasonality than they previously have experienced..

Right. Right..

Is that the answer....

Well, I was just wondering what the typical seasonality is from a -- on a sequential basis..

Identical to what we're forecasting..

Okay. Okay. And the second question is -- I actually just got back from a trip to China, and there was some enthusiasm about nuclear picking up a bit next year.

I was wondering if you're starting to see any acceleration in quotation surrounding that business?.

Yes, and I'll let Ashok comment in that..

Yes, we are seeing the same in the Chinese market. They took a little pause after the Fukushima incident to review their safety protocols, but they have restarted their program. And we are starting to see inquiries. We are well positioned to take advantage when that market actually starts building the up to 40 reactors they have in their pipeline.

So the company -- WSI and NLI and our traditional electrical products, we are very optimistic about the Chinese nuclear market..

Okay, great. And then one last quick question.

What was your channel [ph] cost in bank in the quarter and where current purchase is running?.

$0.94, and current purchasing is almost the same..

[Operator Instructions] The next question will come from Jon Braatz of Kansas City Capital..

David, you were talking about WSI moving the margins from -- on the service business from 8% to 12% over the next, let's say, 12, 18 months.

What needs to be done? What has to be accomplished to drive those margins higher?.

Well, I think it's very similar to what we've been in our other products. We've -- as AZZ, we typically run a little bit higher than the industry standard on the margin.

But I mean, at the end of the day, it comes down to how do you price the product, how do you control your product and how -- the cost of your product and how do you project execute? And I think all 3 of those are in the skill set of AZZ.

And I think that the focus that we're going to be putting on making sure that we're pricing the product at the optimum level, that we are matching our cost and revenue. Since it is seasonal, we've got to exercise extreme care in making sure that we're matching that cost with the seasonality of the revenue, and then it's execution of projects.

I mean, that is the key to our success. It's the reason our legacy businesses have traditionally exceeded the industry standards. And so I think it's molding it in to the AZZ philosophy of how you execute, how you price and how do you cost control projects..

Okay. So it's no -- it's more nuts and bolts as opposed to one particular item that maybe WSI was maybe deficient in so to speak..

It's blocking and tackling in the most direct [ph] manner..

Okay. Looking at the legacy business, I -- you spoke of a little bit some delays and timing issues. Is there a recurring theme as to why -- it seems like some of these projects from other companies are being delayed, too.

Is there a recurring theme that you're seeing out there as to some pushback in the schedules?.

Ashok, you want to....

It depends. We're seeing a lot of talk about the petrochemical projects coming through. We're seeing primarily budgetary proposals coming this way, but we are not seeing the orders yet or firm quotes [ph] yet. So we know that's out there.

Similarly, in the pipeline market, we're seeing an increase in inquiries in the utility side, starting to see a rebound in there. But again, it's very early and we -- that's why we are forecasting a stronger second half of the year..

Okay, okay. Lastly, the -- when you closed on Aquilex, you mentioned that you thought you'd have about $5 million in transaction cost. We saw $2 million this quarter.

Are we expected to see another $3 million? How will that play out across the quarters?.

No, we've essentially recognized the vast majority of it..

Our next question will come from Ed Lefferman of First Manhattan..

I don't have a question. I just have a comment that -- obviously, I noticed the announcement of your retirement, David. And as you know, we've been very long-term shareholders in AZZ. And I just want to congratulate you on the job you've done over the years.

You've done a terrific job in growing the company, and we as shareholders have profited enormously. It's been one of the best investments we've made in a number of years and I just want to congratulate you again on a job extremely well done. And we're fortunate to have your leadership at the company, and I just wish you well in the future.

That's all I have. And I look forward to meeting the new management when they come in New York in the next few months. Thanks, and good luck..

I deeply appreciate that, Ed. Thank you so much..

Our next question will come from Rob Longnecker of Jovetree..

Just a couple of quick questions.

Can you talk a little bit about the organic tonnage in the Galvanizing business for the quarter?.

The organic tonnage was down about 4%. Once again, as we discussed earlier, it's primarily down because the protracted winter delayed the normal construction startups and then that leveling off of the transmission of silver market..

And then I saw you guys filed financials on the Aquilex acquisition.

When you talked about the acquisition of $250 million for cash, did you also assume the debt they had on their balance sheet? Or was it just $250 million was the total transaction value there?.

We assumed the liabilities..

So it's -- you paid $250 million cash, and then you took in another $85 million in Aquilex debt, or $89 million?.

No..

No. Their long-term debt was all paid off at closing by them. We bought it debt-free, only current liabilities..

Their current liabilities was the debt that we assumed..

Right..

Got you, okay. And then just kind of looking through the margins in that business that they've reported historically, it looked to me like the EBIT margins are more in the kind of 5% to 6% range. So I'm wondering, is it -- you talked a little about blocking and tackling, but getting from 5 to 6 to 8 to 10 is a pretty big move.

Was there something fundamentally different the way the business run over the last couple of years?.

The margins you're referring to also include segments that we did not buy. It's segments that we buy [ph] and did not have a historical level ever hit that low..

So the file -- the filed financials that you guys put out there, that not the segment that -- that includes pieces that you didn't buy?.

Give me just a moment..

We'll have to get back with you on that one. I'm not sure what you're looking at..

Okay. Yes, maybe we can do another follow-up call. I'm looking at the 8-K that you guys filed on June 11 with the financials..

Yes. We'll get back -- I'll call you back on that one..

Okay. And I also just wanted to echo the comments that were made before about David Dingus. We've also been pretty long-term shareholders, and it's been a great investment for us too and have a lot of respect for the business you guys have built over there. So just thank you and wish you well as well..

Thank you..

The next question will come from Cezari Nedaki [ph] of Schroders..

Just wanted to follow up a few questions on your comments by segment and, I think, the electrical and galvanizing. And you talked a little bit about petrochemical business and then some trends on the galvanizing, electric transmission, I think.

Could you kind of parse it a little bit sequentially versus year-over-year? Those comments?.

I'm sorry. I don't understand the question..

I think you talked a little bit about out -- a better outlook for pipeline and petrochemical and electrical going forward.

Is that sequential since these businesses are highly sequential? Or is this a year-over-year comment and kind of a similar fashion on an electric transmission?.

I think Ashok's comment was that he expects the year-over-year to be up forward of 5%..

Okay. And on the electric transmission, the -- are you still seeing strength year-over-year? Or is that -- because it seems to me, from other areas, that business is leveling off a little bit..

It definitely leveled off. Still strong, but leveled off, whereas last year, we had a tremendous growth in that mostly the same thing with the solar market. It's still at a nice level, but it has plateaued and leveled off..

Okay. And my last question, I believe you talked about the volume on the galvanizing side being 5%.

I don't know if I missed it, but was there any impact from pricing year-over-year for the quarter?.

No. Pricing was essentially consistent..

The next question will come -- will be a follow-up from Brent Thielman of D.A. Davidson..

Yes, just on the comments on transmission plateauing. Do you think it's that investment in these projects is at similar levels as last year? Or are your customers that we -- that you focus on effectively running at capacity to address the projects..

What we're seeing is, overall, the pipeline has been filled, and the demand for it from the generators is declining as lines get moved from -- primarily from -- the growth came from the addition of the renewable resource market and bringing that to the main power grids..

The next question will be a follow-up from Schon Williams of BB&T..

I wonder if you could just comment specifically on what you're seeing out of electrical distribution.

Are you seeing any pickup in that business yet?.

Ashok will comment on that. He made a comment earlier that the quotation activity is improving, but the orders are not yet materializing. And I'll let him add to that if you see..

I agree. From a revenue perspective in Q1, we have not changed much from the previous year. But from a proposal standpoint, we have seen a significant uptick, which haven't translated to backlog or orders yet, which we hope to book down the line in the second and third quarter..

And those would be projects that you would anticipate shipping more for fiscal 2015? Or when you receive those orders, you can move almost instantaneously on them?.

Those have a little shorter life cycle. So if an order would come in early in the second quarter, it could favorably impact the fourth quarter. Normally, a 4- to 6-month cycle on the distribution side for us, Schon..

[Operator Instructions] This will conclude our question-and-answer session. I would like to turn the call back over to Mr. David Dingus for his closing remarks..

We, again, appreciate the time that you've taken today to join us on this call. We do, as we indicate, believe it's exciting and encouraging times at AZZ, and we look forward to coming back to you at the end of the second quarter and reporting even further progress in the assimilation of our acquisition and recovery in our markets.

Have a wonderful day, and thanks again for joining us..

Ladies and gentlemen, the conference has now concluded. We thank you for attending today's presentation. You may now disconnect your lines..