17:31:43 EDT Tue 13 Oct 2026
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AZZ Inc. Reports Fiscal Year 2027 Second Quarter Results

2026-10-13 16:15 ET - News Release

AZZ Inc. Reports Fiscal Year 2027 Second Quarter Results

PR Newswire

Record Quarterly Sales and Earnings In Both Segments

Drive Strong EPS Growth, Cash Flow and Shareholder Value

Raising Fiscal Year 2027 Guidance

FORT WORTH, Texas, Oct. 13, 2026 /PRNewswire/ -- AZZ Inc. (NYSE: AZZ), the leading independent provider of hot-dip galvanizing and coil coating solutions, today announced financial results for the second quarter ended August 31, 2026.

Fiscal Year 2027 Second Quarter Overview (as compared to prior fiscal year second quarter(1)):

  • Total sales of $486.9 million, up 16.7%
    • Metal Coatings sales of $233.5 million, up 22.9%
    • Precoat Metals sales of $253.4 million, up 11.5%
  • Operating income of $83.8 million, up 22.4%
  • Net income of $58.5 million, down 34.6%; prior year results were meaningfully impacted by equity in earnings following the recognition of our proportionate share of the gain related to AVAIL's sale of the Electrical Products Group; Adjusted net income of $60.1 million, up 28.1%
  • GAAP diluted EPS of $1.94 per share, down 34.2% due to equity in earnings from the AVAIL JV as mentioned above; Adjusted diluted EPS of $2.00, up 29.0%
  • Consolidated Adjusted EBITDA of $110.9 million, or 22.8% of sales, versus prior year of $88.7 million, or 21.3% of sales
  • Segment Adjusted EBITDA margin of 30.7% for Metal Coatings and 21.2% for Precoat Metals
  • Cash flow from operations for the quarter of $102.8 million, up 76.1%
  • Completed the acquisition of Seattle Galvanizing in Arlington, Washington
  • Repurchased 136,303 shares of common stock, or $20.0 million at an average purchase price of $146.71
  • Cash dividend of $0.24 per share to common shareholders paid during the quarter
  • Net leverage ratio was 1.3x on the trailing twelve months Adjusted EBITDA

 
 (1) Adjusted Net Income, Adjusted EPS, Adjusted EBITDA, and net leverage ratio are non-GAAP financial measures as defined and reconciled in the tables below.

Tom Ferguson, President, and Chief Executive Officer of AZZ, commented, "Our record second-quarter sales of $486.9 million, up 16.7%, reflects not only strong execution but also the strength of our long-term strategy and the durability of our business model. Across our Metal Coatings and Precoat Metals segments, we continue to invest in strategic capabilities, operational excellence, and targeted growth initiatives that reinforce our competitive advantages and create sustainable value for our customers and shareholders. During the quarter, we benefited from organic sales growth, the continued ramp-up of our new Washington, Missouri facility within our Precoat Metals segment, and the completion of a strategic Metal Coatings acquisition in the Pacific Northwest. I am pleased with our record-setting performance during the first half of the year and we are on track to set new sales and profitability records for fiscal year 2027. We are increasing our annual financial guidance to reflect our quarterly performance, sustained sales momentum across both segments and increased confidence in our outlook for the remainder of fiscal year 2027."

"We continued to strengthen our balance sheet and return value to shareholders, reducing debt by $15 million, repurchasing $20.0 million of common stock, increasing our quarterly cash dividend by 20% to $0.24 per share and completing the strategic acquisition of Seattle Galvanizing. In the first half of fiscal year 2027, we generated $140 million in operating cash and will continue to focus on disciplined management of working capital, capital expenditures, and debt. We believe the combination of organic growth, strategic acquisitions, and operational excellence will further strengthen AZZ's market leadership and drive long-term value creation. Most importantly, none of this would be possible without the dedication of our employees. Their unwavering commitment to safety, service, and operational execution remains the foundation of our success, and I want to thank every AZZ associate for the pride and passion they bring to our organization each day." Ferguson concluded.

Segment Performance

Second Quarter2027Metal Coatings
Sales of $233.5 million increased by 22.9% compared to the second quarter of last year, primarily due to a higher volume of steel processed, driven by increases in the construction, industrial, infrastructure, and transportation end markets, and higher average selling prices in response to inflationary pressures. Segment Adjusted EBITDA of $71.6 million resulted in Adjusted EBITDA margin of 30.7%.

Second Quarter2027 Precoat Metals
Sales of $253.4 million increased 11.5% compared with the second quarter of last year. The increase reflected higher coil-coating volume and average selling prices, including vendor price increases passed through to customers. Higher sales from the Washington, Missouri facility also contributed. These gains were partially offset by lower volume in HVAC and appliances, transportation, and other end markets. Segment Adjusted EBITDA of $53.8 million resulted in Adjusted EBITDA margin of 21.2%, an increase of 100 basis points from the prior year second quarter, primarily due to higher sales.

Balance Sheet, Liquidity and Capital Allocation

The Company generated operating cash of $140.0 million for the first six months of fiscal year 2027 through improved earnings from our Metal Coatings and Precoat Metals segments. At the end of the second quarter, the Company's net leverage improved to 1.3x trailing twelve months Adjusted EBITDA. During the first six months of fiscal year 2027, the Company completed the acquisition of Seattle Galvanizing in the Metal Coatings segment for $57.5 million, repurchased $20.0 million of common stock, paid down debt of $15.0 million, and returned cash to common shareholders through cash dividend payments totaling $13.2 million. Capital expenditures for the first six months of fiscal year 2027 were $37.2 million, and full fiscal year capital expenditures are expected to be approximately $80 - $100 million.

Financial Outlook -- Raising Fiscal Year 2027 Guidance

We are raising our fiscal year guidance for the year ending February 28, 2027, which reflects our confidence in the Company's strategic execution, operational resilience, and market positioning. Fiscal year 2027 guidance reflects our best estimates given expected market conditions for the full year, lower interest expense, an annualized effective tax rate of 25% and excludes M&A activity and any federal regulatory changes that may emerge.

                                  Prior                       Revised

                             FY2027 Guidance              FY2027 Guidance

                                               (1)                          (1)



 Sales                
     $1.80 - $1.85 billion 
    $1.825 - $1.875 billion



 Adjusted EBITDA        
     $375 - $415 million   
      $380 - $420 million



 Adjusted Diluted EPS     
         $6.75 - $7.15     
          $7.00 - $7.30




 
   (1)  FY2027 Guidance Assumptions:




    a.   
          The newly built Washington, Missouri plant is expected to be accretive to earnings in FY2027.


    b.              Capital expenditures are expected to be approximately $80 to $100 million, reflecting an increase in growth capital for hot-dip galvanizing capacity
                     expansions and technology improvements for both Metal Coatings and Precoat Metals.


    c.   
          Interest expense is expected to be $35 to $45 million.


    d.   
          The annualized effective tax rate of 25% excludes federal regulatory changes that may emerge.


    e.   
          Debt reduction in the range of $100 to $140 million.


    f.              Adjusted Diluted EPS guidance includes adding back amortization related to the Company's intangible assets, adjustments related to the AVAIL JV and
                     debt financing costs related to the refinancing of the Company's Revolving Credit Facility.


    g.   
          Excludes any additional potential M&A activities beyond the Seattle Galvanizing acquisition completed in Q2 FY2027.


    h.              Excludes the potential for equity in income (or loss) and cash distributions from AZZ's minority interest in its unconsolidated subsidiary.

Conference Call Details

AZZ Inc. will conduct a live conference call with Tom Ferguson, Chief Executive Officer, Jason Crawford, Chief Financial Officer, and David Nark, Chief Marketing, Communications, and Investor Relations Officer to discuss financial results for the second quarter of the fiscal year 2027, Wednesday, October 14, 2026, 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 https://investor.azz.com/.

A replay of the call will be available at (855) 669-9658 or (412) 317-0088 (international), replay access code: 2902662 through October 21, 2026, or by visiting https://investor.azz.com/ for the next 12 months.

About AZZ Inc.

AZZ Inc. is the leading independent provider of hot-dip galvanizing and coil coating solutions to a broad range of end-markets in North America. Collectively, our business segments provide sustainable, unmatched metal coating solutions that enhance the longevity and appearance of buildings, products and infrastructure that are essential to everyday life.

Safe Harbor Statement

Certain statementsherein 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," "could," "should," "expects," "plans," "will," "might," "would," "projects," "currently," "intends," "outlook," "forecasts," "targets," "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. Forward-looking statements speak only as of the date they are made and are subject to risks that could cause them to differ materially from actual results. Certain factors could affect the outcome of the matters describedherein. This press release may contain forward-looking statements that involve risks and uncertainties including, but not limited to, changes in customer demand for our manufactured solutions, including demand in the construction markets; infrastructure; transportation; HVAC & appliance; container; and the metal coatings end markets. We could also experience additional inflationary increases in production costs such as higher labor, component and raw material costs, particularly for zinc and natural gas used in our hot-dip galvanizing process and paint used in our coil coating process; supply chain vendor delays; delays in additional acquisition opportunities; an increase in our debt leverage and/or interest rates on our debt, of which a significant portion is tied to variable interest rates; availability of experienced management and employees to implement AZZ's growth strategy; a downturn in market conditions in any industry relating to the manufactured solutions that we provide; economic volatility, including a prolonged economic downturn or macroeconomic conditions such as inflation or changes in the political stability in the United States or Canada; tariffs, 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, including in Part I, Item 1A. Risk Factors, in AZZ's Annual Report on Form 10-K for the fiscal year ended February28, 2026, 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 when 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 datehereof 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, Chief Marketing, Communications, and Investor Relations Officer
AZZ Inc.
(817) 810-0095
www.azz.com

Investor Contact:
Sandy Martin / Phillip Kupper
Three Part Advisors
(214) 616-2207
www.threepa.com

                                                   
          
            AZZ Inc.


                                 
          
            Condensed Consolidated Statements of Income


                                       
          (dollars in thousands, except per share data)


                                                        
          (unaudited)




                                                                                                        Three Months Ended August
                                                                                                           31,                          Six Months Ended August 31,


                                                                                                   2026       2025                 2026           2025



 Sales                                                                                        $486,892   $417,275             $935,422       $839,237



 Cost of sales                                                                                 364,766    315,983              701,127        633,815



 Gross margin                                                                                  122,126    101,292              234,295        205,422





 Selling, general and administrative                                                            38,345     32,831               73,481         67,412



 Operating income                                                                               83,781     68,461              160,814        138,010





 Interest expense, net                                                                        (10,807)  (13,665)            (22,071)      (32,228)



 Equity in earnings of unconsolidated subsidiary                                                 6,789     59,345                7,298        232,868



 Other income (expense), net                                                                        27        188                (233)         1,515



 Income before income taxes                                                                     79,790    114,329              145,808        340,165



 Income tax expense                                                                             21,339     24,983               35,351         79,911



 Net income                                                                                    $58,451    $89,346             $110,457       $260,254





 Basic earnings per common share                                                                 $1.95      $2.97                $3.69          $8.68



 Diluted earnings per common share                                                               $1.94      $2.95                $3.66          $8.61





 Weighted average shares outstanding-Basic                                                      29,997     30,037               29,964         29,992



 Weighted average shares outstanding-Diluted                                                    30,123     30,244               30,145         30,243





 Cash dividends declared per common share                                                        $0.24      $0.20                $0.44          $0.37

                                     
     
            AZZ Inc.


                                   
     
          Segment Reporting


                                     
     (dollars in thousands)


                                       
        (unaudited)




                                                                            Three Months Ended August
                                                                               31,                          Six Months Ended August 31,


                                                                       2026       2025                 2026           2025



 
            Sales:



 Metal Coatings                                                   $233,519   $189,984             $443,824       $377,199



 Precoat Metals                                                    253,373    227,291              491,598        462,038



 Total Sales                                                      $486,892   $417,275             $935,422       $839,237



 
            Adjusted EBITDA:



 Metal Coatings                                                    $71,576    $58,538             $135,391       $120,053



 Precoat Metals                                                     53,821     45,945              105,578         94,421



 Infrastructure Solutions                                              126    (2,320)               (713)         5,297



 Total Segment Adjusted EBITDA(1)                                 $125,523   $102,163             $240,256       $219,771




 
 (1) See the non-GAAP disclosure section below for a reconciliation between the various measures calculated in accordance with GAAP to the
          non-GAAP financial measures.

                                         
          
            AZZ Inc.


                          
          
            Condensed Consolidated Balance Sheets


                                        
          (dollars in thousands)


                                              
          (unaudited)


                                                                                         
          
   As of


                                                                                        August 31, 2026       February 28,
                                                                                                                   2026



 
            Assets:



 Current assets                                                                               $455,395            $395,368



 Property, plant and equipment, net                                                            617,568             609,305



 Other non-current assets, net                                                               1,264,995           1,208,801



 Total Assets                                                                               $2,337,958          $2,213,474





 
            Liabilities and Shareholders' equity:



 Current liabilities                                                                          $254,017            $232,274



 Long-term debt, net                                                                           468,470             477,738



 Other non-current liabilities                                                                 200,396             166,431



 Shareholders' equity                                                                        1,415,075           1,337,031



 Total Liabilities and Shareholders' equity                                                 $2,337,958          $2,213,474

                                    
          
            AZZ Inc.


                 
          
            Condensed Consolidated Statements of Cash Flows


                                    
          (dollars in thousands)


                                         
          (unaudited)


                                                                                                  Six Months Ended August 31,


                                                                                             2026           2025



 Net cash provided by operating activities(1)                                           $139,991       $373,169



 Net cash used in investing activities(2)                                               (78,893)      (66,491)



 Net cash used in financing activities                                                  (59,981)     (306,614)



 Effect of exchange rate changes on cash                                                     131          (655)



 Net decrease in cash and cash equivalents                                                 1,248          (591)



 Cash and cash equivalents at beginning of period                                            705          1,488



 Cash and cash equivalents at end of period                                               $1,953           $897




 
 (1) For the six months ended August 31, 2025, net cash provided by operating activities includes distributions from AVAIL of $273.2 million, deemed to be a
          return on investment. Refer to footnote five on page 11.



 
 (2) For the six months ended August 31, 2026, net cash used in investing activities includes distributions from AVAIL of $15.7 million, deemed to be a return
          of investment. Refer to footnote five on page 11.

AZZ Inc.
Non-GAAP Disclosure
Adjusted Net Income, Adjusted Earnings Per Share and Adjusted EBITDA

In addition to reporting financial results in accordance with Generally Accepted Accounting Principles in the United States ("GAAP"), we provide Adjusted Net Income, Adjusted Earnings per Share and Adjusted EBITDA (collectively, the "Adjusted Earnings Measures"), which are non-GAAP measures. Management believes that the presentation of these measures provides investors with greater transparency when comparing operating results across a broad spectrum of companies, which provides a more complete understanding of our financial performance, competitive position, prospects for future capital investment and debt reduction. Management also believes that investors regularly rely on non-GAAP financial measures, such as Adjusted Net Income, Adjusted Earnings per Share and Adjusted EBITDA to assess operating performance and that such measures may highlight trends in our business that may not otherwise be apparent when relying on financial measures calculated in accordance with GAAP.

In calculating adjusted net income and adjusted earnings per share, management excludes the following items from the reported GAAP measure: 1) intangible asset amortization, 2) restructuring charges, 3) acquisition costs, 4) additional stock compensation expense related to the adoption of our executive retiree long-term incentive program, 5) certain adjustments related to the Company's unconsolidated joint venture, and 6) the write-off of debt financing costs. Management defines Adjusted EBITDA as adjusted net income excluding depreciation, amortization, interest and provision for income taxes. Management believes Adjusted EBITDA is used by investors to analyze operating performance and evaluate the Company's ability to incur and service debt, as well as its capacity for making capital expenditures in the future.

Management provides non-GAAP financial measures for informational purposes and to enhance understanding of the Company's GAAP consolidated financial statements. Readers should consider these measures in addition to, but not instead of or superior to, the Company's financial statements prepared in accordance with GAAP, and undue reliance should not be placed on these non-GAAP financial measures. Additionally, these non-GAAP financial measures may be determined or calculated differently by other companies, limiting the usefulness of those measures for comparative purposes.

The following tables provide a reconciliation for the three and six months ended August 31, 2026 and August 31, 2025 from the non-GAAP Adjusted Earnings Measures to the most comparable measures, calculated in accordance with GAAP (in thousands, except per share data):

Adjusted Net Income and Adjusted Earnings Per Share

                                                                                                  Three Months Ended August 31,                                              Six Months Ended August 31,


                                                                                                2026                                               2025                           2026                                       2025


                                                                               Amount               Per                           Amount                 Per     Amount                   Per               Amount                     Per

                                                                                            Diluted                                              Diluted                          Diluted                                      Diluted
                                                                                      Share(1)                                             Share(1)                         Share(1)                                     Share(1)



 Net income                                                                  $58,451              $1.94                           $89,346                $2.95    $110,457                  $3.66              $260,254                    $8.61



 Adjustments:



 Amortization of intangible assets                                             5,941               0.20                             5,823                 0.19      11,667                   0.39                11,557                     0.38



 Restructuring charges(2)                                                                                                                                                                                   3,827                     0.13



 Acquisition costs(3)                                                          2,771               0.09                                                            2,771                   0.09



 Executive retiree long-term incentive program(4)                                                                                                                                                           2,185                     0.07



 AVAIL JV equity in earnings adjustment(5)                                   (6,663)            (0.22)                         (61,639)              (2.04)    (8,011)                (0.27)            (227,465)                  (7.52)



 Write-off of debt financing costs(6)                                                                                                                              572                   0.02



 Subtotal                                                                      2,049               0.07                          (55,816)              (1.84)      6,999                   0.23             (209,896)                  (6.94)



 Tax impact(7)                                                                 (365)            (0.01)                           13,396                 0.44     (1,553)                (0.05)               50,375                     1.67



 Total adjustments                                                             1,684               0.06                          (42,420)              (1.40)      5,446                   0.18             (159,521)                  (5.27)



 Adjusted net income and adjusted earnings per share (non-GAAP)              $60,135              $2.00                           $46,926                $1.55    $115,903                  $3.84              $100,733                    $3.33





 Weighted average shares outstanding-Diluted for Adjusted earnings per share                    30,123                                                30,244                            30,145                                        30,243

See notes below tables.

Adjusted EBITDA

                                                            Three Months Ended August
                                                               31,                          Six Months Ended August 31,


                                                       2026       2025                 2026           2025



 Net income                                        $58,451    $89,346             $110,457       $260,254



 Interest expense                                   10,807     13,665               22,071         32,228



 Income tax expense                                 21,339     24,983               35,351         79,911



 Depreciation and amortization                      24,168     22,372               47,687         44,199



 Adjustments:



 Restructuring charges(2)                                                                        3,827



 Acquisition costs(3)                                2,771                          2,771



 Executive retiree long-term incentive program(4)                                                2,185



 AVAIL JV equity in earnings adjustment(5)         (6,663)  (61,639)             (8,011)     (227,465)



 Adjusted EBITDA (non-GAAP)                       $110,873    $88,727             $210,326       $195,139

See notes below tables.

Adjusted EBITDA by Segment--Quarter-to-Date

                                                                   
       
  Three Months Ended August 31, 2026


                                                       Metal         Precoat                       Infra-        Corporate      Total
                                            Coatings         Metals
                                                                                                 structure
                                                                                     Solutions



 Net income (loss)                                  $64,104          $43,334                         $6,789        $(55,776)    $58,451



 Interest expense                                                                                                  10,807      10,807



 Income tax expense                                                                                                21,339      21,339



 Depreciation and amortization                        7,472           10,487                                          6,209      24,168



 Adjustments:



 Acquisition costs(3)                                                                                               2,771       2,771



 AVAIL JV equity in earnings adjustment(5)                                                        (6,663)                    (6,663)



 Adjusted EBITDA (non-GAAP)                         $71,576          $53,821                           $126        $(14,650)   $110,873

See notes below tables.

                                                                   
       
  Three Months Ended August 31, 2025


                                                       Metal         Precoat                       Infra-        Corporate       Total
                                            Coatings         Metals
                                                                                                 structure
                                                                                     Solutions



 Net income (loss)                                  $51,708          $36,521                        $59,319        $(58,202)     $89,346



 Interest expense                                                                                                  13,665       13,665



 Income tax expense                                                                                                24,983       24,983



 Depreciation and amortization                        6,830            9,424                                          6,118       22,372



 Adjustments:



 AVAIL JV equity in earnings adjustment(5)                                                       (61,639)                    (61,639)



 Adjusted EBITDA (non-GAAP)                         $58,538          $45,945                       $(2,320)       $(13,436)     $88,727

See notes below tables.

Adjusted EBITDA by Segment--Year-to-Date

                                                                     
        
 Six Months Ended August 31, 2026


                                                        Metal          Precoat                      Infra-       Corporate      Total
                                            Coatings          Metals
                                                                                                  structure
                                                                                      Solutions



 Net income (loss)                                  $120,653           $84,869                        $7,298      $(102,363)   $110,457



 Interest expense                                                                                                  22,071      22,071



 Income tax expense                                                                                                35,351      35,351



 Depreciation and amortization                        14,738            20,709                                       12,240      47,687



 Adjustments:



 Acquisition costs(3)                                                                                               2,771       2,771



 AVAIL JV equity in earnings adjustment(5)                                                         (8,011)                   (8,011)



 Adjusted EBITDA (non-GAAP)                         $135,391          $105,578                        $(713)      $(29,930)   $210,326

See notes below tables.

                                                                            
        
 Six Months Ended August 31, 2025


                                                               Metal          Precoat                      Infra-       Corporate        Total
                                                   Coatings          Metals
                                                                                                         structure
                                                                                             Solutions



 Net income (loss)                                         $102,378           $75,875                      $232,762      $(150,761)     $260,254



 Interest expense                                                                                                         32,228        32,228



 Income tax expense                                                                                                       79,911        79,911



 Depreciation and amortization                               13,490            18,546                                       12,163        44,199



 Adjustments:



 Restructuring charges(2)                                     3,827                                                                      3,827



 Executive retiree long-term incentive program(4)               358                                                         1,827         2,185



 AVAIL JV equity in earnings adjustment(5)                                                              (227,465)                   (227,465)



 Adjusted EBITDA (non-GAAP)                                $120,053           $94,421                        $5,297       $(24,632)     $195,139

See notes below tables.

Debt Leverage Ratio Reconciliation

                                                        Trailing Twelve Months Ended


                                           August 31, 2026                             February 28,
                                                                                            2026



 Gross debt                                      $500,000                                  $515,000



 Less: Cash per bank statement                    (6,800)                                 (13,227)



 Add: Finance lease liability                      45,650                                    13,746



 Consolidated indebtedness                       $538,850                                  $515,519





 Net income                                      $167,463                                  $317,260



 Depreciation and amortization                     93,543                                    90,056



 Interest expense                                  45,493                                    55,650



 Income tax expense                                58,495                                   103,055



 EBITDA                                           364,994                                   566,021



 Cash items(8)                                      8,200                                     5,426



 Non-cash items(9)                                 14,057                                    14,832


  Equity in earnings, net of distributions          15,836                                 (209,733)



 Adjusted EBITDA per Credit Agreement            $403,087                                  $376,546





 Net leverage ratio                       
          1.3x                           
         1.4x






 
 (1)    Earnings per share amounts included in the "Adjusted Net Income and Adjusted Earnings Per Share" table above may not sum due to rounding differences.



 
 (2)    The six months ended August 31, 2025 includes restructuring charges related to the closure of two surface technology facilities in our AZZ Metal Coatings
             segment. See "Item 8. Financial Statements-Note 17" in the Company's Form 10-Q for the second quarter of fiscal year 2027.



 
 (3)    The three and six months ended August 31, 2026 include expenses related to the Seattle Galvanizing acquisition. For further information about the Seattle
             Galvanizing acquisition, see "Item 1. Financial Statements-Note 2" in the Company's Form 10-Q for the second quarter of fiscal year 2027.



 
 (4)    During the six months ended August 31, 2025, we recognized additional stock-based compensation expense of $2.2 million upon the adoption of the Executive
             Retiree Long-term Incentive Program. For further information regarding the adoption of the ERP, see "Item 8. Financial Statements-Note 15" in the
             Company's Form 10-Q for the second quarter of fiscal year 2027.



 
 (5)    On May 14, 2026, AVAIL completed the sale of Rig-A-Lite. The three and six months ended August 31, 2026 include $8.0 million, which represents the gain
             related to the sale of Rig-A-Lite. During the first quarter of fiscal 2026, AVAIL completed the sale of the Electrical Products Group. The three and six
             months ended August 31, 2025 include $61.6 million and $227.5 million, respectively, which represent the gain related to the sale of the EPG, partially
             offset by an impairment loss on the AVAIL JV and an adjustment related to a change in AVAIL's transfer pricing policy. For additional information about
             the AVAIL JV, see "Item 8. Financial Statements-Note 8" in the Company's Form 10-Q for the second quarter of fiscal year 2027.



 
 (6)    The write-off of $0.6 million of unamortized debt financing costs relates to the refinancing of our Revolving Credit Facility on May 7, 2026, which
             resulted in a partial extinguishment at the lender level. For further information, see "Item 1. Financial Statements-Note 10" in the Company's Form 10-Q
             for the second quarter of fiscal year 2027.



 
 (7)    For the three and six months ended August 31, 2026, the tax impact includes a non-GAAP effective tax rate of 24.0% for amortization of intangible assets,
             acquisition costs, and the write-off of debt financing costs, and non-GAAP effective tax rates of 25.9% and 25.6%, respectively, for the AVAIL JV equity
             in earnings adjustment.

         
  For the three and six months ended August 31, 2025, the non-GAAP effective tax rate is estimated at 24.0%.



 
 (8)    Cash items include certain legal settlements, retirement and other severance expenses, restructuring charges associated with the AZZ Metal Coatings
             segment, acquisition costs, and other accruals.



 
 (9) 
  Non-cash items include stock-based compensation expense.

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SOURCE AZZ Inc.

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