<SEC-DOCUMENT>0000930661-01-501960.txt : 20011018
<SEC-HEADER>0000930661-01-501960.hdr.sgml : 20011018
ACCESSION NUMBER:		0000930661-01-501960
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010831
FILED AS OF DATE:		20011010

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AZZ INC
		CENTRAL INDEX KEY:			0000008947
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC LIGHTING & WIRING EQUIPMENT [3640]
		IRS NUMBER:				750948250
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			0228

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-12777
		FILM NUMBER:		1755545

	BUSINESS ADDRESS:	
		STREET 1:		400 N TARRANT RD
		CITY:			CROWLEY
		STATE:			TX
		ZIP:			76036
		BUSINESS PHONE:		8172974361

	MAIL ADDRESS:	
		STREET 1:		P O BOX 668
		STREET 2:		P O BOX 668
		CITY:			CROWLEY
		STATE:			TX
		ZIP:			76036

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AZTEC MANUFACTURING CO
		DATE OF NAME CHANGE:	20000911
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>d10q.txt
<DESCRIPTION>FORM 10-Q
<TEXT>
<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-Q

(Mark One)
(X)  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934
     For the Quarterly Period Ended:  August 31, 2001

(_)  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934
     For the transition period from ____________________ to ___________________


                        Commission File Number 1-12777
                               AZZ incorporated
            (Exact name of registrant as specified in its charter)

                   TEXAS                                         75-0948250
 -------------------------------------------------------------------------------
      (State or other jurisdiction of                         (I.R.S. Employer
       incorporation of organization)                        Identification No.)

     400 North Tarrant, Crowley, Texas                             76036
--------------------------------------------------------------------------------
 (Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code:           (817) 297-4361
                                                    ----------------------------

                                     NONE
--------------------------------------------------------------------------------
  (Former name, former address and former fiscal year, if changed since last
                                    report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                             YES   X    NO
                                 -----

Indicate the number of outstanding of each of the issuer's classes of common
stock, as of the close of the period covered by this report.

                                                Outstanding at August 31, 2001

 Common Stock, $1.00 Par Value                               5,123,031
 -----------------------------                        -----------------------
           Class                                          Number of Shares

<PAGE>

                               AZZ incorporated

                                     INDEX
                                     -----
<TABLE>
<CAPTION>
                                                                      Page No.
                                                                      --------
<S>                                                                   <C>
PART I.     Financial Information
            ---------------------

 Item 1.    Financial Statements

              Consolidated Condensed Balance Sheets at
                August 31, 2001 and February 28, 2001                          3

              Consolidated Condensed Statements of Income for the
                Periods Ended August 31, 2001 and August 31, 2000              4

              Consolidated Condensed Statements of Cash Flow for the
                Periods Ended August 31, 2001 and August 31, 2000              5

              Notes to Consolidated Condensed Financial
                Statements                                                   6-9


 Item 2.    Management's Discussion and Analysis of Financial
                Condition and Results of Operations                         9-11


PART II.    Other Information
            -----------------


 Item 6.    Exhibits and Reports on Form 8-K                                  11



SIGNATURES                                                                    11
</TABLE>
                                      2
<PAGE>

                         PART I. Financial Information
                         ITEM 1. Financial Statements

                               AZZ incorporated
                    Consolidated Condensed Income Statement

<TABLE>
<CAPTION>
                                                                                              08/31/01              02/28/01
ASSETS                                                                                       (UNAUDITED)            (AUDITED)
------                                                                                     -------------          -----------

<S>                                                                                  <C>                   <C>
CURRENT ASSETS
           CASH AND CASH EQUIVALENTS                                                  $        1,444,712     $      1,446,502
           ACCOUNTS RECEIVABLE (NET OF ALLOWANCE)                                             21,386,782           21,576,988
           INVENTORIES
                RAW MATERIAL                                                                   9,484,720            9,307,210
                WORK-IN-PROCESS                                                                2,451,068            2,562,201
                FINISHED GOODS                                                                 1,583,423            1,509,960
           REVENUE IN EXCESS OF BILLINGS ON
                UNCOMPLETED CONTRACTS                                                            397,100            2,432,765
           DEFERRED INCOME TAXES                                                                 789,247              789,247
           PREPAID EXPENSES AND OTHER                                                            315,586              416,710
                                                                                      ------------------     ----------------

                TOTAL CURRENT ASSETS                                                          37,852,638           40,041,583

           PROPERTY,PLANT AND EQUIPMENT, NET                                                  31,836,733           28,750,429
           INTANGIBLE ASSETS, NET                                                             18,518,897           19,120,158
           OTHER ASSETS                                                                          483,427              455,475
                                                                                        ----------------       --------------
                TOTAL ASSETS                                                          $       88,691,695     $     88,367,645
                                                                                      ==================     ================

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES:
           LONG TERM DEBT DUE WITHIN ONE YEAR                                         $        4,345,284     $      4,345,284
           ACCOUNTS PAYABLE                                                                    7,921,559            9,221,135
           BILLINGS IN EXCESS OF REVENUE ON
                UNCOMPLETED CONTRACTS                                                            101,695               60,093
           ACCRUED LIABILITIES                                                                 7,247,572            7,683,096
                                                                                      ------------------     ----------------

                TOTAL CURRENT LIABILITIES                                                     19,616,110           21,309,608

           LONG TERM DEBT DUE AFTER ONE YEAR                                                  20,294,445           22,947,087
           DEFERRED INCOME TAX                                                                   730,941              730,941

           SHAREHOLDERS' EQUITY:
                COMMON STOCK,$1 PAR VALUE
                SHARES AUTHORIZED-25,000,000
                SHARES ISSUED 6,304,580                                                        6,304,580            6,304,580
           CAPITAL IN EXCESS OF PAR VALUE                                                     12,141,938           11,777,305
           ACCUMULATED OTHER COMPRENSIVE INCOME                                                 (351,165)                   0
           RETAINED EARNINGS                                                                  40,947,304           37,731,715
           LESS COMMON STOCK HELD IN TREASURY
                ( 1,181,549 AND 1,336,343 SHARES AT COST RESPECTIVELY)                       (10,992,458)         (12,433,591)
                                                                                      ------------------     ----------------
                TOTAL SHAREHOLDERS' EQUITY                                                    48,050,199           43,380,009
                                                                                      ------------------     ----------------
                TOTAL LIABILITIES & SHAREHOLDERS' EQUITY                              $       88,691,695     $     88,367,645
                                                                                      ==================     ================
</TABLE>

           See Accompanying Notes to Consolidated Condensed Financial Statements

                                       3
<PAGE>

                         PART I. Financial Information
                         ITEM 1. Financial Statements

                               AZZ incorporated
                     Consolidated Condensed Balance Sheet

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED                          SIX MONTHS ENDED
                                                       08/31/01             08/31/00              08/31/01             08/31/00
                                                      (UNAUDITED)          (UNAUDITED)           (UNAUDITED)          (UNAUDITED)
                                                   -----------------     ----------------     -----------------    -----------------

<S>                                           <C>                    <C>                  <C>                   <C>
NET SALES                                       $        32,873,513   $       30,473,979   $        67,179,155   $       58,418,430

COSTS AND EXPENSES
        COST OF SALES                                    25,480,688           22,728,101            51,725,945           43,472,794
        SELLING/G & A EXPENSES                            3,917,506            3,766,848             7,931,123            7,280,366
        INTEREST EXPENSE                                    437,981              612,465               903,484            1,240,590
        OTHER EXPENSE                                        71,982               73,410               143,666              137,886
                                                --------------------  -------------------  --------------------  -------------------
                                                         29,908,157           27,180,824            60,704,218           52,131,636
                                                --------------------  -------------------  --------------------  -------------------

        INCOME BEFORE INCOME TAXES                        2,965,356            3,293,155             6,474,937            6,286,794
        PROVISION FOR INCOME TAXES                        1,129,786            1,240,807             2,463,586            2,363,720
                                                --------------------  -------------------  --------------------  -------------------

        NET INCOME                              $         1,835,570   $        2,052,348   $         4,011,351   $        3,923,074
                                                ====================  ===================  ====================  ===================

        INCOME PER SHARE
             (BASIC)                            $              0.36   $             0.42   $              0.80   $             0.81
             (DILUTED)                          $              0.36   $             0.41   $              0.78   $             0.79

        CASH DIVIDEND PER SHARE DECLARED        $              0.00   $             0.00   $              0.16   $             0.00
</TABLE>

        See Accompanying Notes to Consolidated Condensed Financial Statements

                                       4
<PAGE>

                         PART I. Financial Information
                         ITEM 1. Financial Statements

                               AZZ incorporated
                Consolidated Condensed Statements of Cash Flows
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                                       SIX MONTHS ENDING
                                                                                               08/31/01                08/31/00
                                                                                            ----------------       -----------------
<S>                                                                                   <C>                      <C>
CASH FLOWS PROVIDED BY OPERATIONS:
       NET INCOME                                                                        $        4,011,351      $        3,923,074

       ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
       PROVIDED BY OPERATING ACTIVITIES:
              PROVISION FOR BAD DEBTS                                                               157,417                  90,100
              AMORTIZATION AND DEPRECIATION                                                       3,039,638               2,840,055
              NET GAIN ON SALE OF PROPERTY,PLANT & EQUIPMENT                                         (7,779)                  1,421
              OTHER                                                                                  93,572                 264,735

       INCREASE (DECREASE) FROM CHANGES IN ASSETS & LIABILITIES

       ACCOUNTS RECEIVABLE                                                                         (338,825)                544,853
       INVENTORIES                                                                                 (139,840)             (1,630,737)
       PREPAID EXPENSES AND OTHER                                                                   101,124                  22,354
       OTHER ASSETS                                                                                 (34,765)                 85,074
       NET CHANGE IN BILLINGS RELATED TO COSTS AND ESTIMATED                                      2,077,267                (899,871)
              EARNINGS ON UNCOMPLETED CONTRACTS
       ACCOUNTS PAYABLE                                                                          (1,299,576)                992,164
       ACCRUED LIABILITIES                                                                         (786,689)               (334,324)
                                                                                         -------------------     -------------------

       NET CASH PROVIDED BY OPERATING ACTIVITIES                                                  6,872,895               5,898,898

       CASH FLOWS USED FOR INVESTING ACTIVITIES:
              PROCEEDS FROM SALE OF EQUIPMENT                                                        31,951                  55,488
              PURCHASE OF PROPERTY PLANT AND EQUIPMENT                                           (5,542,041)             (2,229,767)
              PROCEEDS FROM THE SALE OF LONG TERM INVESTMENTS                                             -                 200,000
              ACQUISTION OF SUBSIDIARY, PURCHASE PRICE ADJUSTMENT                                   371,615                       -
                                                                                         -------------------     -------------------

       NET CASH USED IN INVESTING ACTIVITIES                                                     (5,138,475)             (1,974,279)
                                                                                         -------------------     -------------------

       CASH FLOWS FROM FINANCING ACTIVITIES:
              PROCEEDS FROM EXERCISE  OF STOCK OPTIONS                                            1,712,194                 906,557
              PAYMENTS ON LONG TERM DEBT                                                         (2,652,642)             (4,757,990)
              CASH DIVIDENDS PAID                                                                  (795,762)               (770,318)
                                                                                         -------------------     -------------------

       NET CASH USED IN FINANCING ACTIVITIES                                                     (1,736,210)             (4,621,751)
                                                                                         -------------------     -------------------

       NET DECREASE IN CASH & CASH EQUIVALENTS                                                       (1,790)               (697,132)

       CASH & CASH EQUIVALENTS , BEGINNING OF PERIOD                                              1,446,502               1,328,139
                                                                                         -------------------     -------------------

       CASH & CASH EQUIVALENTS, END OF PERIOD                                            $        1,444,712      $          631,007
                                                                                         ===================     ===================
</TABLE>

See Accompanying Notes to Consolidated Condensed Financial Statements

                                       5
<PAGE>

                               AZZ incorporated
             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
             ----------------------------------------------------

                  Summary of Significant Accounting Policies
                  ------------------------------------------

1.    A summary of the Company's significant accounting policies is presented on
      Page 20 thru 22 of its 2001 Annual Shareholders' Report.

2.    In the opinion of Management of the Company, the accompanying unaudited
      consolidated condensed financial statements contain all adjustments
      (consisting of only normal recurring accruals) necessary to present fairly
      the financial position of the Company as of August 31, 2001, and the
      results of its operations and cash flows for the periods ended August 31,
      2001 and 2000.

3.    Earnings per share is based on the month-end average number of shares
      outstanding during each period, adjusted for the dilutive effect of stock
      options.

      The following table sets forth the computation of basic and diluted
      earnings per share: (unaudited) (in 000's except shares)


<TABLE>
<CAPTION>
                                                      Three months ending August 31,                Six months ending August 31,
                                                         2001                   2000                  2001                 2000
                                                  ------------------     ------------------     -----------------     --------------
                                                  <S>                    <C>                    <C>                   <C>
Numerator:
   Net income for basic and diluted earnings
   per common share                               $            1,836     $       $    2,052     $           4,011     $        3,923
Denominator:
   Denominator for basic earnings per
   common share -weighted average shares                   5,081,419              4,878,307             5,031,105          4,848,083
Effect of dilutive securities:
   Employee and Director stock options                        85,056                131,472                97,299            115,027

                                                  ------------------     ------------------     -----------------     --------------
   Denominator for diluted earnings per
   common share -adjusted weighted-
   average shares and assumed  conversions                 5,166,475              5,009,779             5,128,404          4,963,110
                                                  ==================     ==================     =================     ==============
Basic earnings per common share                   $              .36     $              .42     $             .80     $          .81
                                                  ==================     ==================     =================     ==============
Diluted earnings per common share                 $              .36     $              .41     $             .78     $          .79
                                                  ==================     ==================     =================     ==============
</TABLE>

                                       6
<PAGE>

4.  A summary discussion of the Company's operating segments is contained on
    page 28 and 29 of the 2001 Annual Shareholders' Report.


Information regarding operations and assets by segment in thousands is as
follows: (unaudited)

<TABLE>
<CAPTION>
                                                     Three Months Ended Aug 31,                    Six Months Ended Aug 31,
                                                     2001                 2000                    2001                  2000
                                               ---------------     ------------------       -----------------     -----------------
<S>                                            <C>                 <C>                      <C>                   <C>
Net Sales:
   Electrical and Industrial Products          $        19,940     $           16,410       $          40,870     $          31,263
   Galvanizing Services                                 12,934                 14,064                  26,309                27,155
                                               ---------------     ------------------       -----------------     -----------------
                                               $        32,874     $           30,474       $          67,179     $          58,418

Operating Income (a):
   Electrical and Industrial Products          $         3,083     $            2,510       $           6,633     $           4,534
   Galvanizing Services                                  1,734                  2,847                   3,587                 5,644
                                               ---------------     ------------------       -----------------     -----------------
                                               $         4,817     $            5,357       $          10,220     $          10,178

General Corporate Expense                      $         1,353     $            1,436       $           2,761     $           2,648
Interest Expense                                           438                    613                     904                 1,241
Other (Income) Exp., Net (b)                                61                     15                      80                     2
                                               ---------------     ------------------       -----------------     -----------------
                                               $         1,852     $            2,064       $           3,745     $           3,891

Income Before Income Taxes                     $         2,965     $            3,293       $           6,475     $           6,287
                                               ===============     ==================       =================     =================

Total Assets:
   Electrical and Industrial Products          $        45,462     $           43,901       $          45,462     $          43,901
   Galvanizing Services                                 40,577                 39,593                  40,577                39,593
   Corporate                                             2,653                  1,503                   2,653                 1,503
                                               ---------------     ------------------       -----------------     -----------------
                                               $        88,692     $           84,997       $          88,692     $          84,997
                                               ===============     ==================       =================     =================
</TABLE>


(a)  Operating income consists of net sales less cost of sales, specifically
     identifiable general and administrative expenses and selling expenses.
(b)  Other (income) expense, net includes gains and losses on sale of property,
     plant and equipment and other (income) expense not specifically
     identifiable to a segment.


5.   Impact of Recently Issued Accounting Standards

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
     "Accounting for Derivative and Hedging Activities," which was amended by
     SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain
     Hedging Activities," (collectively "SFAS 133").  As amended SFAS 133
     establishes accounting and reporting standards of derivative instruments,
     including certain derivative instruments embedded in other contracts, and
     for hedging activities.  The Statement requires the Company to recognize
     all derivatives on the balance sheet at fair value. Derivatives that are
     not hedges must be adjusted to fair value through income.  If the
     derivative is a hedge, depending on the nature of the hedge, changes in
     fair value of derivatives will either be offset against the change in fair
     value of the hedged assets, liabilities, or firm commitments through
     earnings or recognized in other comprehensive income until the hedged item
     is recognized in earnings.  The ineffective portion of a derivative's
     change in fair value will be immediately

                                       7
<PAGE>

     recognized in earnings. The Company adopted SFAS 133 on March 1, 2001 the
     first day of the Company's fiscal year ending February 28, 2002. The
     Company has evaluated its derivative instruments, consisting solely of two
     interest rate protection agreements, and believes these instruments qualify
     for hedge accounting pursuant to SFAS 133.

     In order to reduce interest rate risk, the Company in February 1999 and
     April 2000 entered into interest rate protection agreements through the
     bank (the Swap Agreements) to modify the interest characteristics of the
     $10 million Term Note B and $10 million of the Term Note A, respectively,
     from a variable rate to a fixed rate.  Term Note A Swap Agreement involves
     the exchange of interest obligations from April 2000 through April 2002
     whereby the Company receives a fixed rate of 8.51% in exchange for a
     variable 30-day LIBOR plus 1.25%.  Term Note B Swap Agreement involves the
     exchange of interest obligations over the life of the Term Note B whereby
     the Company receives a fixed rate of 6.8% in exchange for a variable 30-day
     LIBOR plus 1.25%.  Management intends to hold the Term A and Term B Swap
     Agreements until their maturities of April 2002 and March 2006,
     respectively.

     In accordance with the transition provisions of SFAS 133, on March 1, 2001,
     the Company recognized the cumulative effect of adoption as a charge of
     $296,000 to accumulated other comprehensive income (equity).  The
     offsetting fair value of the two interest rate swaps was recognized in
     accrued liabilities.  During the first six month of fiscal 2002, an
     additional $55,000 was accrued and charged to accumulated other
     comprehensive income related to the interest rate swaps.

     Management does not expect the swaps to materially affect the Company's
     financial position or results of operations going forward.

     In June 2001, the Financial Accounting Standards Board issued Statements of
     Accounting Standards No. 141, Business Combinations, and No. 142, Goodwill
     and Other Intangible Assets, effective for fiscal years beginning after
     December 15, 2001. Under the new rules, goodwill [and intangible assets
     deemed to have indefinite lives] will no longer be amortized but will be
     subject to annual impairment tests in accordance with the Statements. Other
     intangible assets will continue to be amortized over their useful lives.

     The Company will apply the new rules on accounting for goodwill and other
     intangible assets beginning the first quarter of fiscal 2003. Application
     of the non-amortization provision of the Statement is expected to result in
     an increase in net income after taxes of $970,000 or 19 cents per share on
     an annual basis. During 2003, the Company will perform the first of the
     required impairment tests of goodwill and indefinite lived intangible
     assets as of March 1,2002 and has not yet determined what the effect of
     these tests will be on earnings and financial position of the Company.

6.   On July 31, 2001, AZZ incorporated signed a letter of intent to acquire
     Central Electric Company, headquartered in Fulton, Missouri. Central
     Electric is made up of three operations consisting of the metal clad
     switchgear in Fulton, Missouri, the power center operation in Tulsa,
     Oklahoma, and relay panels and non-segmented bus duct in Nashville,
     Tennessee. The consolidated revenues of Central Electric are approximately
     $50 million and a backlog that approximates $45 million. The estimated cost
     of the acquisition is $28 million excluding

                                       8
<PAGE>

     transaction costs. The acquisition will be paid for with approximately $17
     million of cash; approximately $1.8 million in AZZ incorporated stock and
     the assumption of liabilities in the amount of approximately $9 million.


Item 2.    Management's Discussion and Analysis of Financial Condition and
--------------------------------------------------------------------------
Results of operations
---------------------

                             RESULTS OF OPERATIONS
                            ----------------------

For the three-month and six-month periods ended August 31, 2001, consolidated
net sales increased 8% and 15%, respectively, as compared to the same periods in
fiscal 2001.  Net sales in the Electrical and Industrial Products Segment
increased $3.5 million or 22% for the three-month period ended August 31, 2001,
and $9.6 million or 31% for the six-month period ended August 31, 2001, as
compared to the same periods in fiscal 2001. Revenues for this segments
electrical products increased 18.9% to $13.3 million for the three-month period
ended August 31, 2001 and 32.1% to $27.9 million for the six-month period ended
August 31, 2001, as compared to the same periods in fiscal 2001. These products
continue to see dramatic growth in the electrical markets served brought on by
the deregulation of the power industry and the increased need for reliable
electricity. Revenues for this segments industrial products increased 27.1% to
$6.7 million for the three-month period ended August 31, 2001 and 27.9% to $13
million for the six-month period ended August 31, 2001, as compared to the same
periods in fiscal 2001. Backlog for the Electrical and Industrial Products
Segment at the end of August 31, 2001, was $56.7 million compared to $38.2
million at the end of August 31, 2000. The electrical products backlog increased
$16.2 million to $51.1 million while the industrial products backlog increased
$2.2 million to $5.5 million. Net revenues in the Galvanizing Services Segment
decreased $1.1 million or 8% and $846,000 or 3% for the three and six-month
periods ended August 31, 2001, as compared to the same periods in fiscal 2001.
The severe downturn in the steel fabrication and telecommunication market
negatively impacted revenues for this segment for the periods ended August 31,
2001.

Consolidated operating income (net sales less operating expenses) decreased 10%
for the three-month period ended August 31,2001 and were flat for the six-month
period ended August 31, 2001, as compared to the same periods in fiscal 2001.
Operating income in the Electrical and Industrial Products Segment increased
$573,000 or 23% and $2.1 million or 46% for the three and six-month periods
ended August 31, 2001 as compared to the same periods in fiscal 2001. Increases
in operating income were experienced in all of this segments product lines for
the three and six-month periods ended August 31, 2001 as compared to the same
periods in fiscal 2001. The significant percentage increase that was achieved in
operating income is reflective of the continued leverage that is being achieved
with volume increases. In the Galvanizing Services Segment, operating income
decreased $1.1 million or 39% and $2.1 million or 36% for the three and six-
month periods ended August 31, 2001 as compared to the same periods in fiscal
2001. The severe downturn of the steel fabrication and telecommunication market
created pricing pressures to maintain market share. In addition increases in
inflationary costs such as depreciation and employee benefits couldn't be passed
along through price increases due the pricing pressures in the markets served.
This segment was also negatively impacted by the flood in the Houston area
causing the plant to close a portion of the month of June.

General corporate expenses (selling, general and administrative expense, and
other (income) expense) for the three and six-month periods ended August 31,
2001, increased $149,000 or 4% and $657,000 or 9% as compared to the same
periods in fiscal 2001. As a percent of sales, general corporate

                                       9
<PAGE>

expenses were 12.1% and 12% for the three and six-month periods ended August 31,
2001, as compared to 12.6% and 12.7% to the same periods in fiscal 2001.

Net interest expense for the three and six-month periods ended August 31, 2001,
was $438,000 and $903,000, a decrease of 28% and 27%, respectively, compared to
the same periods in fiscal 2001. The decrease is due to the reduction of
outstanding debt balances and reduced interest rates on our variable rate debt.

                        LIQUIDITY AND CAPITAL RESOURCES
                        -------------------------------

Net cash provided by operations was $6.9 million for the six-month period that
ended August 31, 2001, compared to $5.9 million for the same period in fiscal
2001. Net cash provided by operations was generated from $4 million in net
income and $3 million in depreciation and amortization, offset by net changes in
operating assets and liabilities and other of $100,000. During the six-month
period ended August 31, 2001, capital improvements were made in the amount of
$5.5 million, long-term debt was repaid in the amount of $2.7 million, and cash
dividends of $796,000 were paid. Proceeds from the exercise of stock options
generated $1.7 million.

The Company has a credit facility with a bank that provides for a $20 million
revolving line of credit, a $10 million term note, and a $17.5 million term
note. At the end of August 31, 2001, the Company had $5.3 million outstanding
under the revolving line of credit and $19.3 million outstanding under the two
term facilities. At August 31, 2001, the Company had approximately $14.2 million
available under the revolving line of credit.

Management believes that it's current credit facility coupled with the Company's
borrowing capacity along with cash generated from operations will be sufficient
to accommodate the Company's current operations, internal growth and possible
acquisitions.

The Company's exposure to market risks related to its financial instruments,
including its interest rate swaps has not changed significantly since February
28,2001.

Forward Looking Statements
--------------------------

This Report contains, and from time to time the Company or certain of its
representatives may make, "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended.  These statements are generally
identified by the use of words such as "anticipate," "expect," "estimate,"
"intend," "should," "may," "believe," and terms with similar meanings.  Although
the Company believes that the current views and expectations reflected in these
forward-looking statements are reasonable, those views and expectations, and the
related statements, are inherently subject to risks, uncertainties, and other
factors, many of which are not under the Company's control.  Those risks,
uncertainties, and other factors could cause the actual results to differ
materially from these in the forward-looking statements.  Those risks,
uncertainties, and factors include, but are not limited to, many of the matters
described in this Report: change in demand, prices and raw material cost,
including zinc which is used in the hot dip galvanizing process; changes in the
economic conditions of the various markets the Company serves, foreign and
domestic, including the market price for oil and natural gas; acquisition
opportunities, adequacy of financing, and availability of experienced management
employees to implement the Company's growth strategy; and customer demand and
response to products and services offered by the Company.  The

                                       10
<PAGE>

Company expressly disclaims any obligations to release publicly any updates or
revisions to these forward-looking statements to reflect any change in its views
or expectations.


                          PART II. OTHER INFORMATION

                               AZZ incorporated


Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

(A)  Exhibits - There were no exhibits files with this 10-Q for the three months
     ended August 31, 2001.

(B)  Reports on Form 8-K - No reports on Form 8-K were filed during the three
     months ended August 31, 2001.


All other schedules and compliance information called for by the instructions
for Form 10-Q have been omitted since the required information is not present or
not present in amounts sufficient to require submission.


                                  SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                          AZZ incorporated
                                          ----------------
                                            (Registrant)



Date:  10/12/01                           /s/ Dana Perry
       --------                           --------------------------------------
                                          Dana Perry, Vice President for Finance
                                          Chief Financial Officer

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</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
