UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 11-K
______________________
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the year ended December 31, 2021
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to
______________
Commission File Number
1 - 12777
A. Full
title of the plan and the address of the plan, if different from
that of the issuer named below:
AZZ Inc. Employee Benefit Plan and Trust
B. Name
of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
AZZ Inc.
One Museum Place
3100 West 7th Street, Suite 500
Fort Worth, Texas 76107
AZZ Inc. Employee Benefit Plan and Trust
Financial Statements and Supplemental Schedules
Years Ended December 31, 2021 and December 31, 2020
Table of Contents
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PAGE |
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Report of Independent Registered Public Accounting Firm |
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Report of Independent Registered Public Accounting Firm |
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Financial Statements: |
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Statements of Net Assets Available for Benefits |
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Statements of Changes in Net Assets Available for
Benefits |
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Notes to Financial Statements |
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Supplemental Schedules: |
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Form 5500, Schedule H, line 4a - Schedule of Delinquent Participant
Contributions |
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Form 5500, Schedule H, line 4i - Schedule of Assets (Held at End of
Year) |
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Signatures |
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Exhibit Index |
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NOTE: All
other schedules required by the Department of Labor’s Rules and
Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 have been omitted since they
are either not applicable or the information required therein has
been included in the financial statements or notes
thereto.
Report of Independent Registered Public Accounting
Firm
Plan Administrator and Plan Participants
AZZ Inc. Employee Benefit Plan and Trust
Opinion on the financial statements
We have audited the accompanying statement of net assets available
for benefits of AZZ Inc. Employee Benefit Plan and Trust (the
“Plan”) as of December 31, 2021, the related statement of changes
in net assets available for benefits for the year ended December
31, 2021, and the related notes
(collectively referred to as the “financial statements”). In our
opinion, the financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of
December 31, 2021, and the changes in net assets available for
benefits for the year ended December 31, 2021 in conformity with
accounting principles generally accepted in the United States of
America.
Basis
for
opinion
These financial statements are the responsibility of the Plan’s
management. Our responsibility is to express an opinion on the
Plan’s financial statements based on our audit. We are a public
accounting firm registered with the Public Company Accounting
Oversight Board (United States) (“PCAOB”) and are required to be
independent with respect to the Plan in accordance with the U.S.
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error
or fraud. The Plan is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting.
As part of our audit we are required to obtain an understanding of
internal control over financial reporting but not for the purpose
of expressing an opinion on the effectiveness of the Plan’s
internal control over financial reporting. Accordingly, we express
no such opinion.
Our audit included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audit provides a reasonable basis
for our opinion.
Supplemental information
The schedules of delinquent participant contributions for the year
ended December 31, 2021 and assets (held at end of year) as of
December 31, 2021 (“supplemental information”) have been subjected
to audit procedures performed in conjunction with the audit of the
Plan’s financial statements. The supplemental information is the
responsibility of the Plan’s management. Our audit procedures
included determining whether the supplemental information
reconciles to the financial statements or the underlying accounting
and other records, as applicable, and performing procedures to test
the completeness and accuracy of the information presented in the
supplemental information. In forming our opinion on the
supplemental information, we evaluated whether the supplemental
information, including its form and content, is presented in
conformity with the Department of Labor’s Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. In our opinion, the supplemental information
is fairly stated, in all material respects, in relation to the
financial statements as a whole.
/s/ GRANT THORNTON LLP
We have served as the Plan’s auditor since 2022.
St. Louis, MO
July 11, 2022
Report of Independent Registered Public Accounting
Firm
To the Plan Administrator and Plan Participants of the AZZ Inc.
Employee Benefit Plan and Trust
Opinion on the Financial Statements
We have audited the accompanying statement of net assets available
for benefits of the AZZ Inc. Employee Benefit Plan and Trust (the
Plan) as of December 31, 2020 and the related statement of changes
in net assets available for benefits for the year then ended, and
the related notes and schedules (collectively referred to as the
financial statements). In our opinion, the financial statements
present fairly, in all material respects, the net assets available
for benefits of the Plan as of December 31, 2020, and the changes
in net assets available for benefits for the year then ended, in
conformity with accounting principles generally accepted in the
United States of America.
Basis for Opinion
These financial statements are the responsibility of Plan
management. Our responsibility is to express an opinion on these
financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be
independent with respect to the Plan in accordance with the U.S.
federal securities laws and the applicable rules and regulations of
the Securities Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error
or fraud. The Plan is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting.
As a part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for purposes
of expressing an opinion on the effectiveness of the Plan’s
internal control over financial reporting. Accordingly, we express
no such opinion.
Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.
Supplementary Information
The supplementary information in the accompanying schedule of
Schedule H, Line 4a – Schedule of Delinquent Participant
Contributions for the year ended December 31, 2020 and Schedule H,
Line 4i – Schedule of Assets (Held at End of Year) as of December
31, 2020 have been subjected to audit procedures performed in
conjunction with the audit of the Plan's financial statements. The
supplementary information is the responsibility of Plan management.
Our audit procedures included determining whether the supplemental
information reconciles to the financial statements or the
underlying accounting and other records, as applicable and
performing procedures to test the completeness and accuracy of the
information presented in the supplemental information. In forming
our opinion on the supplemental information in the accompanying
schedules, we evaluated whether the supplementary information,
including its form and content, is presented in conformity with the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974. In our opinion, the supplemental information in the
accompanying schedules is fairly stated in all material respects in
relation to the financial statements as a whole.
WEAVER AND TIDWELL, L.L.P.
Dallas, Texas
We have served as the Plan’s auditor since 2010.
Our final year as auditor was 2020.
Dallas, Texas
July 14, 2021
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AZZ Inc. Employee Benefit Plan and Trust |
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Statements of Net Assets Available for Benefits |
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December 31, 2021 |
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December 31, 2020 |
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Assets |
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Investments, at fair value: |
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Registered investment companies |
$ |
52,589,658 |
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$ |
44,655,043 |
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Common collective trusts |
92,473,913 |
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79,749,892 |
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Pooled separate accounts |
28,631,649 |
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26,732,512 |
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AZZ Inc. common stock |
568,500 |
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539,311 |
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Total investments at fair value |
174,263,720 |
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151,676,758 |
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Fully benefit-responsive investment contract, at contract
value |
10,983,488 |
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11,163,126 |
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Receivables: |
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Employer contributions |
100,875 |
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95,421 |
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Participant contributions |
253,679 |
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196,301 |
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Notes receivable from participants |
4,868,024 |
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4,936,368 |
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Total receivables |
5,222,578 |
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5,228,090 |
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Total assets |
190,469,786 |
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168,067,974 |
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Liabilities |
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Excess contributions payable |
203,331 |
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— |
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Net Assets Available for Benefits |
$ |
190,266,455 |
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$ |
168,067,974 |
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See accompanying notes to financial statements.
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AZZ Inc. Employee Benefit Plan and Trust |
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Statements of Changes in Net Assets Available for
Benefits |
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Year Ended |
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December 31, 2021 |
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December 31, 2020 |
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Additions to Net Assets Attributed to: |
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Investment income: |
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Dividend income |
$ |
677,785 |
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$ |
684,572 |
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Net realized and unrealized gain |
23,409,181 |
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21,204,425 |
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Total investment income |
24,086,966 |
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21,888,997 |
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Contributions received or receivable: |
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Employer |
5,005,610 |
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5,539,206 |
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Participants |
10,634,180 |
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11,547,290 |
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Rollovers |
1,102,531 |
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458,588 |
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Total contributions |
16,742,321 |
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17,545,084 |
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Interest income on notes receivable from participants |
237,736 |
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311,198 |
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Total additions |
41,067,023 |
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39,745,279 |
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Deductions from Net Assets Attributed to: |
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Benefits paid to participants |
18,352,506 |
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37,474,629 |
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Other fees and Plan expenses |
516,036 |
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464,612 |
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Total deductions |
18,868,542 |
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37,939,241 |
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Net increase in net assets available for benefits
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22,198,481 |
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1,806,038 |
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Net assets available for benefits at beginning of year |
168,067,974 |
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166,261,936 |
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Net assets available for benefits at end of year |
$ |
190,266,455 |
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$ |
168,067,974 |
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See accompanying notes to financial statements.
1.Description
of the Plan
The following description of the AZZ Inc. Employee Benefit Plan and
Trust (the “Plan”) provides only general information. The Plan is
sponsored by AZZ Inc. (the “Company” or "Employer"), which trades
in the NYSE under the ticker symbol “AZZ”. Participants should
refer to the Plan document for a more complete description of the
Plan’s provisions.
General
The Plan is a defined contribution plan covering substantially all
U.S. employees of the Company and its affiliates who have completed
30 days of service and attained 18 years of age, and excludes
certain employees participating in unions who are covered in plans
not associated with the AZZ Inc. Employee Benefit Plan and
Trust.
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”).
Plan Amendments
Effective February 29, 2020, the Plan was amended to remove Nuclear
Logistics Inc. as a participating employer in the Plan.
The Company divested Nuclear Logistics Inc. as of February 28,
2020.
Effective July 1, 2020, the Plan was amended to (i) remove the Safe
Harbor Match subsequent to July 1, 2020 and (ii) protect Safe
Harbor Match amounts provided prior to July 1, 2020, (iii)
implement a discretionary employer match based upon the employer’s
formula determined on an annual basis, and (iv) include employee
catch up contributions in the computation of the employer’s
matching contributions.
Effective July 21, 2020,
the Plan was amended to remove Reinforcing Services LLC as a
participating employer in the Plan.
The Company divested Reinforcing Services LLC in July
2020.
Effective October 26, 2020, the Plan was amended to remove AZZ SMS
LLC as a participating employer in the Plan.
The Company divested AZZ SMS LLC as of October 26,
2020.
Effective January 1, 2021, the Plan was amended to allow after-tax
contributions (ROTH contributions).
Effective January 18, 2021, the Plan was amended to make Acme
Galvanizing, Inc. a participating employer in the Plan.
The Company purchased Acme Galvanizing, Inc. in January
2021.
Effective July 1, 2021, the Plan was amended to increase the
automatic escalation from 6% to 10%. Participants are automatically
enrolled in the Plan at 3% on the first of the month following 30
days of employment and the contribution will automatically increase
by 1% annually up to a maximum of 10%.
Contributions
Participants may elect to contribute up to seventy-five percent
(75%) of their eligible compensation, subject to Internal Revenue
Service (“IRS”) limitations.
Participants are automatically enrolled in the Plan at 3% on the
first of the month following 30 days of employment and the
contribution will automatically increase by 1% annually up to a
maximum of 6% until July 1, 2021, at which point the maximum was
increased to 10%. Participants may change their contribution
elections at any time.
Participants who are eligible to make salary deferral contributions
under the Plan and who have attained
AZZ Inc. Employee Benefit Plan and Trust
Notes to Financial Statements
age 50 before the close of the Plan year may make catch-up
contributions in accordance with, and subject to the limitations
imposed by the Internal Revenue Code (the “Code”).
The Company currently makes a matching contribution equal to the
first 1% of a participant’s compensation that is deferred to the
plan, plus 50% of the next 5% of compensation deferred to the
plan.
The plan also permits the Company to make a discretionary
non-elective contribution for any year, for participants who have
completed a year of service and who both completed 1,000 hours of
service during the year and are employed on the last day of the
year. No discretionary non-elective contributions were made in 2021
or 2020.
Participant Accounts
Each participant's account is credited with the participant's
contributions, any employer contributions and an allocation of Plan
earnings and losses. Allocations are based on the participant's
account balance.
Forfeited Accounts
Forfeited balances of terminated participants’ non-vested accounts
are used to offset employer contributions and may be used to pay
plan expenses.
At December 31, 2020, net assets available for benefits included
approximately
$11,785
of unallocated forfeitures. Unallocated forfeiture amounts at
December 31, 2020 were used during the 2021 Plan year.
In addition,
$339,699
of current plan year forfeitures were used during
2021. At
December 31, 2021,
net assets available for benefits included approximately
$10,695
of unallocated forfeitures.
Investment Options
Participants may direct contributions to their account in a variety
of investment options, which vary in degree of risk, with the
exception of AZZ Inc. common stock for which participants may only
hold or sell existing shares. Participants may change their
investment options at any time. Investments are held by Prudential
Bank & Trust, FSB and are allocated by Prudential Retirement
Insurance and Annuity Company ("Prudential"), record keeper. On
April 2, 2022, Prudential was acquired by Empower.
Vesting
Participant contributions to the Plan plus actual earnings or
losses thereon are fully vested at all times. Non-elective
contributions and non-safe-harbor matching contributions held in
the Plan vest in accordance with the following
schedule:
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Years of Service |
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Vesting
Percentage |
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Less than 1 year |
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0 |
% |
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1 year |
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20 |
% |
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2 years |
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40 |
% |
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3 years |
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60 |
% |
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4 years |
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80 |
% |
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5 years |
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100 |
% |
Regular matching contributions vest in accordance with the
following schedule:
AZZ Inc. Employee Benefit Plan and Trust
Notes to Financial Statements
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Years of Service |
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Vesting
Percentage |
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Less than 2 years |
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0 |
% |
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2 years |
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100 |
% |
Participants will vest 100% upon attainment of age 65, or in the
event of death or disability while employed by the
Company.
Notes Receivable from Participants
Participants may borrow from their account a minimum of $1,000 up
to a maximum equal to the lesser of $50,000 or 50% of their vested
account balance. Loans are not issued to participants who already
have one note outstanding. Loan terms generally range from one year
to five years, however the participant may repay eligible
residential loans over fifteen (15) years. The loans are secured by
a portion of the participant’s account and bear interest at prime
plus 1% at the time of loan origination. Interest rates for loans
at the end of 2021 ranged from 3.25% to 6.50%. Principal and
interest are paid ratably through payroll deductions.
Participant Withdrawals
On termination of service, if a participant’s vested account is
less than or equal to $5,000, the benefit is payable in a lump sum.
If the vested account is greater than $5,000, the participant may
elect to receive either a lump sum payment, partial withdrawals, or
installments over a period not to exceed the life expectancy of the
participant and the participant’s beneficiary. If no such election
is made, the vested account will remain in the plan until the
participant
attains age 65.
Prior to termination of service, a participant who is age 59 ½ may
elect to receive all or any portion of their vested benefit.
Withdrawals are also available in the case of a participant’s
hardship or during qualified military service. Non-safe-harbor
match and certain non-elective contributions may also be withdrawn
if the participant has completed five years of
employment.
CARES Act
As a result of the Coronavirus Aid, Relief and Economic Security
Act (the “CARES Act”) enacted on March 27, 2020, the Plan
administrator implemented new CARES Act options including
withdrawal provisions, loans, and temporary waiver of required
minimum distributions. All provisions were effective between
January 1, 2020 and December 31, 2020, and all were expired as of
December 31, 2021.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are presented on the accrual
basis of accounting in accordance with accounting principles
generally accepted in the United States of America ("U.S.
GAAP").
Use of Estimates
The preparation of financial statements in conformity with U.S GAAP
requires management to make estimates and assumptions that affect
the amounts reported in the financial statements and accompanying
notes. Accordingly, actual results may differ from these
estimates.
AZZ Inc. Employee Benefit Plan and Trust
Notes to Financial Statements
Investment Valuation and Income Recognition
The investments of the Plan are stated at fair value (except the
Fully Benefit-Responsive Investment Contract which is stated at
contract value) as of the end of the Plan period.
Purchases and sales of securities are recorded on the trade dates.
Dividends are recorded on the ex-dividend date. Gains or losses on
sales of securities are calculated using the average cost of the
securities sold. Interest income is recorded on the accrual
basis.
All investments and un-invested cash were held by Prudential under
a trust agreement. The Plan’s investments are generally subject to
market or credit risks customarily associated with debt and equity
investments. Investment-related expenses are included in net
realized and unrealized gain on investments.
Notes Receivable from Participants
Notes receivable from participants are recorded at their unpaid
principal balance plus any accrued but unpaid interest.
Notes receivable are reported net of an allowance. Fees related to
the administration of notes receivable from participants are
charged directly to the participant's account. The balance of
deemed loans at December 31, 2021 and 2020
was $233,115 and $216,948, respectively.
No allowance for credit losses has been recorded as of December 31,
2021 or 2020.
On March 27, 2020, the CARES Act was enacted into law. The CARES
Act allowed participants to borrow up to $100,000 from the total of
their investment accounts for a maximum of five years with no
repayments due until 2021. In accordance with the CARES Act,
participants could elect to defer loan repayments during 2020. If
such elections were made, the participant's note, including
interest accrued during the deferral, was reamortized on January 1,
2021, and the loan repayment period extended by the length of time
repayments were deferred. The elections were effective from January
1, 2020 through December 31, 2020, and are now
expired.
Contributions
Participant and employer contributions are accrued in the period in
which they are deducted in accordance with salary deferral
agreements and as they become obligations of the Company, as
determined by the Plan’s administrator.
Payment of Benefits
Benefits are recorded when paid.
Plan Expenses
The Plan pays some or all Plan related expenses except for a
limited category of expenses, known as "settlor expenses," which
the law requires the employer to pay. Generally, settlor expenses
relate to the design, establishment or termination of the Plan. The
expenses charged to the Plan may be charged pro rata to each
participant in relation to the size of each participant's account
balance or may be charged equally to each participant. In addition,
some types of expenses may be charged only to some participants
based upon their use of a Plan feature or receipt of a plan
distribution. Finally, the Plan may charge expenses in a different
manner as to participants who have terminated employment with the
Employer versus those participants who remain employed with the
Employer.
Excess Contributions Payable
AZZ Inc. Employee Benefit Plan and Trust
Notes to Financial Statements
Amounts payable to participants for contributions in excess of
amounts allowed by the IRS are recorded as a liability with a
corresponding reduction to contributions. The Plan distributed the
2021 excess contributions to the applicable participants prior to
March 15, 2022.
Subsequent Events
The Plan's management has evaluated subsequent events through
July 11, 2022 and there were no subsequent events requiring
adjustments to the financial statements.
3. Risks and Uncertainties
The Plan invests in various investment securities. Investment
securities are exposed to various risks such as interest rate,
market, liquidity and credit risks. Due to the level of risk
associated with certain investment securities, it is at least
reasonably possible that changes in the fair value of certain
investment securities will occur in the near term and that such
changes could materially affect participants' account balances and
the amounts reported in the statements of net assets available for
benefits.
Coronavirus Pandemic
The Company is closely monitoring the global outbreak of the novel
coronavirus (COVID-19). We are unable to determine the ultimate
severity or duration of the outbreak or its effect on, among other
things, the global, national or local economy. To date COVID-19 has
not had a material adverse impact to the Company’s business or the
Plan.
4. Fair Value Measurements
Fair value is defined as the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. A three-tier
hierarchy has been established that is used to identify assets and
liabilities measured at fair value. The hierarchy focuses on the
inputs used to measure fair value and requires that the lowest
level input be used. The three levels are defined as
follows:
- Level 1: Inputs are unadjusted, quoted prices in active markets
for identical assets or liabilities as of the reporting
date.
- Level 2: Inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly or
indirectly.
- Level 3: Unobservable inputs that are not corroborated by market
data.
A description of the methodologies used to measure the fair value
of assets and liabilities follows. These methodologies were
consistently applied to all assets carried as of
December 31, 2021 and
December 31, 2020. The methodology used to measure each major
category of assets and liabilities is as follows:
- Mutual funds: Valued based on quoted market prices of the
underlying assets provided by the trustee and are classified within
Level 1 of the valuation hierarchy.
- Common stock: Valued at the closing price reported on the active
market on which the individual securities are traded and classified
within Level 1 of the valuation hierarchy.
- Pooled separate accounts: Pooled separate accounts are valued at
the net asset value (“NAV”) or equivalent based on units of the
pooled separate accounts. The NAV, as provided by the trustee, is
used as a practical expedient to estimate fair value. The NAV is
generally based on the fair
AZZ Inc. Employee Benefit Plan and Trust
Notes to Financial Statements
value of the underlying investments held by the pooled separate
account less its liabilities. This practical expedient is not used
when it is determined to be probable that the pooled separate
account will sell the investment for an amount different than the
reported NAV.
- Common collective trusts: Common collective trust accounts are
valued at NAV of units at a bank collective trust. The NAV, as
provided by the trustee, is used as a practical expedient to
estimate fair value. Participant transactions (purchases and sales)
may occur daily. Were the Plan to initiate a full redemption of the
collective trust, the investment adviser reserves the right to
temporarily delay withdrawal from the trust in order to ensure that
securities liquidations will be carried out in an orderly business
manner.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2021 |
|
|
Total Carrying Value as of December 31, 2021 |
|
Quoted Prices in Active Markets for Identical Assets (Level
1) |
|
Significant Observable Inputs (Level 2) |
|
Unobservable Inputs (Level 3) |
|
Mutual Funds |
$ |
52,589,658 |
|
|
$ |
52,589,658 |
|
|
$ |
— |
|
|
$ |
— |
|
|
AZZ Stock |
568,500 |
|
568,500 |
|
— |
|
|
— |
|
|
Total |
$ |
53,158,158 |
|
|
$ |
53,158,158 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
Investments Measured at Net Asset Value |
|
|
|
|
|
|
|
Pooled Separate Accounts |
$ |
28,631,649 |
|
|
|
|
|
|
|
|
Common Collective Trusts |
92,473,913 |
|
|
|
|
|
|
|
|
Total Investments at Fair Value |
$ |
174,263,720 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2020 |
|
|
Total Carrying Value as of December 31, 2020 |
|
Quoted Prices in Active Markets for Identical Assets (Level
1) |
|
Significant Observable Inputs (Level 2) |
|
Unobservable Inputs (Level 3) |
|
Mutual Funds |
$ |
44,655,043 |
|
|
$ |
44,655,043 |
|
|
$ |
— |
|
|
$ |
— |
|
|
AZZ Stock |
539,311 |
|
|
539,311 |
|
|
— |
|
|
— |
|
|
Total |
$ |
45,194,354 |
|
|
$ |
45,194,354 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
Investments Measured at Net Asset Value |
|
|
|
|
|
|
|
Pool Separate Accounts |
$ |
26,732,512 |
|
|
|
|
|
|
|
|
Common Collective Trusts |
79,749,892 |
|
|
|
|
|
|
|
|
Total Investments at Fair Value |
$ |
151,676,758 |
|
|
|
|
|
|
|
Gains and losses (both realized and unrealized) included in changes
in net assets for the period above are reported in "Net realized
and unrealized gain" in the statements of changes in net assets
available for benefits.
The following table summarizes investments measured at fair value
based on NAV per share as of
December 31, 2021
and
2020,
respectively.
AZZ Inc. Employee Benefit Plan and Trust
Notes to Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value of Investments in Entities that Use NAV |
|
|
2021 |
|
2020 |
|
Pooled Separate Accounts |
|
|
|
|
Fair value |
$28,631,649 |
|
$26,732,512 |
|
Unfunded commitment |
None |
|
None |
|
Redemption frequency |
Daily |
|
Daily |
|
Other redemption restrictions |
None |
|
None |
|
Redemption notice period |
None |
|
None |
|
|
|
|
|
|
Common Collective Trusts(1)
|
|
|
|
|
Fair value |
$92,473,913 |
|
$79,749,892 |
|
Unfunded commitment |
None |
|
None |
|
Redemption frequency |
Daily |
|
Daily |
|
Other redemption restrictions |
None |
|
None |
|
Redemption notice period |
None |
|
None |
1.Common
collective trust funds:
The Trust seeks to provide the highest total return over time,
consistent with an emphasis on both capital growth and income. The
Trust invests in a diversified portfolio of other T. Rowe Price
stock and bond trusts that represent various asset classes and
sectors. The Trust's allocation between T. Rowe Price stock and
bond trusts will change over time in relation to its target
retirement date.
5. Fully Benefit- Responsive Investment Contract
The Mass Mutual Retirement Services (“MMRS”) SAGIC is a market
value separate account investment option with a general investment
account guarantee that provides a stated rate of return and
insulates participants’ accounts from daily fluctuations in the
market. Under the terms of the SAGIC group annuity contract
participants may direct permitted withdrawal and/or transfer
transactions of all or a portion of their balance in the SAGIC
investment option at Contract Value. Contract Value is the relevant
measure attributable to fully benefit-responsive investment
contracts because contract value is the amount participants would
receive if they were to initiate permitted transactions under the
terms of the Plan. Contract Value represents contributions plus
credited interest less participant withdrawals and
fees.
The MMRS considers the SAGIC to be fully benefit responsive
notwithstanding the market value events under SAGIC contract that
limit the ability of the Plan to transact at Contract
Value.
The average yield earned is calculated by dividing the annual
interest credited to the plan during the Plan year by the average
annual fair value (applicable for those plans that have been
in-force with MMRS for more than one year). The average interest
rate credited to participants is calculated by dividing the annual
interest credited to the participants during the plan year by the
average annual fair value (applicable for those plans that have
been in-force with MMRS for more than one year). The average yield
earned by the Plan and the average interest rate credited to the
participants is the same, therefore, no adjustment is
needed.
Certain events may limit the ability of the Plan to transact at
Contract Value. Such events include, but may not be limited to, the
following: (1) the complete or partial termination of the Plan; and
(2) the establishment or activation of, or material change in any
Plan investment fund, or an amendment to the Plan or a change in
the administration or operation of the Plan, including the removal
of a group of employees from Plan coverage as a result of the sale
or liquidation of a subsidiary or a division or as a result of
group layoffs or early retirement programs.
6. Plan Termination
AZZ Inc. Employee Benefit Plan and Trust
Notes to Financial Statements
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA.
In the event of Plan termination, participants will become 100%
vested in their accounts.
7. Income Tax Status
The Plan uses a prototype plan sponsored by Prudential, and
obtained its latest opinion letter on
April 29, 2014,
in which the IRS stated that the prototype Plan, as then designed,
was in compliance with the applicable requirements of the IRC. The
Plan has been amended since receiving the determination letter.
However, the Plan administrator and the plan’s tax counsel believe
that the plan is designed to be in compliance with the applicable
requirements of the Internal Revenue Code.
U.S. GAAP requires Plan management to evaluate tax positions taken
by the Plan and recognize a tax liability (or asset) if the Plan
has taken an uncertain position that more likely than not would not
be sustained upon examination by the IRS. The Plan administrator
has analyzed the tax positions taken by the Plan, and has concluded
that as of
December 31, 2021 and December 31, 2020,
there were no uncertain positions taken or expected to be taken
that would require recognition of a liability (or asset) and
believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, believes that
the Plan is qualified and the related trust continues to be tax
exempt. Therefore, no provision for income taxes has been included
in the Plan’s financial statements. The Plan is subject to routine
audits by taxing jurisdictions. However, there are currently no
audits for any tax periods in progress.
8. Related Party and Party-In-Interest Transactions
Certain investments of the Plan include shares of common stock of
AZZ Inc. ("Plan Sponsor"). Transactions in the stock, as well as
the notes receivable from participants, qualify as
party-in-interest transactions. At
December 31, 2021 and 2020, the Plan held 10,282 shares and 11,368
shares, respectively, of AZZ Inc. common stock. For the years ended
December 31, 2021 and December 31, 2020,
the Plan recorded investment gains on the AZZ Inc. stock of $82,598
and $15,844, respectively.
9. Delinquent Participant Contributions
The contributions for the year ended
December 31, 2021,
that were not segregated and remitted in a timely manner totaled
$177,396, all of which was remitted during the year ended
December 31, 2021.
The contributions for the year ended
December 31, 2020,
that were not segregated and remitted in a timely manner totaled
$169,446, all of which was remitted during the year ending
December 31, 2020.
Plan management intends to fully correct these late remittances by
contributing lost earnings to participant accounts in
2022.
SUPPLEMENTAL SCHEDULES
SUPPLEMENTARY INFORMATION
AZZ Inc.
Employee Benefit Plan and Trust
Plan 001, EIN 75-0948250
Form 5500, Schedule H, Line 4a – Schedule of Delinquent Participant
Contributions
For the Year Ended December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant Contributions Transferred Late to Plan |
Total that Constitute Nonexempt Prohibited Transactions |
Total Fully Corrected Under VFCP and PTE 2002-51 |
|
|
Check Here if Late Participant Loan Repayments are
included: |
Contributions Not Corrected |
Contributions Corrected Outside VFCP |
Contributions Pending Correction in VFCP |
|
2020 |
X |
$ |
169,446 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
|
2021 |
X |
$ |
177,396 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
SUPPLEMENTARY INFORMATION
AZZ Inc.
Employee Benefit Plan and Trust
Plan 001, EIN 75-0948250
Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of
Year)
As of December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
(b)
Identity of issue, borrower,
lessor or similar party |
|
(c)
Description of investment including maturity date, rate of
interest, collateral, par or maturity value |
|
(d)
Cost |
|
(e)
Current Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mass Mutual Stable Value |
|
GIC |
|
** |
|
$ |
10,983,488 |
|
|
|
|
American Funds America Mutual R6 |
|
Intl/Global Large Growth |
|
** |
|
10,111,361 |
|
|
|
|
American Funds New World R6 Fund |
|
Emerging Market Equity Fund |
|
** |
|
638,231 |
|
|
|
|
T. Rowe Price |
|
Large Cap Growth I |
|
** |
|
19,868,967 |
|
|
|
|
PGIM High Yield |
|
Mid Cap Growth |
|
** |
|
692,182 |
|
|
|
|
Metwest Core Plus Bond Fund |
|
Intermediate Term Bond |
|
** |
|
8,762,682 |
|
|
|
|
Fid Adv Intl App I |
|
Large Cap Value |
|
** |
|
8,053,958 |
|
|
|
|
T. Rowe Price |
|
Retirement 2005 Fund |
|
** |
|
254,754 |
|
|
|
|
T. Rowe Price |
|
Retirement 2010 Fund |
|
** |
|
168,815 |
|
|
|
|
T. Rowe Price |
|
Retirement 2015 Fund |
|
** |
|
1,254,727 |
|
|
|
|
T. Rowe Price |
|
Retirement 2020 Fund |
|
** |
|
6,566,513 |
|
|
|
|
T. Rowe Price |
|
Retirement 2025 Fund |
|
** |
|
14,588,454 |
|
|
|
|
T. Rowe Price |
|
Retirement 2030 Fund |
|
** |
|
18,343,293 |
|
|
|
|
T. Rowe Price |
|
Retirement 2035 Fund |
|
** |
|
14,278,617 |
|
|
|
|
T. Rowe Price |
|
Retirement 2040 Fund |
|
** |
|
10,096,346 |
|
|
|
|
T. Rowe Price |
|
Retirement 2045 Fund |
|
** |
|
11,527,135 |
|
|
|
|
T. Rowe Price |
|
Retirement 2050 Fund |
|
** |
|
7,843,167 |
|
|
|
|
T. Rowe Price |
|
Retirement 2055 Fund |
|
** |
|
4,503,750 |
|
|
|
|
T. Rowe Price |
|
Retirement 2060 Fund |
|
** |
|
2,772,887 |
|
|
|
|
T. Rowe Price |
|
Retirement Balanced I |
|
** |
|
275,455 |
|
|
|
|
Vanguard FTSE World Index Admiral |
|
Int/Global Large Core |
|
** |
|
960,730 |
|
|
|
|
Vanguard Total Bond Market Index |
|
Intermediate Term Bond |
|
** |
|
2,152,972 |
|
|
|
|
Vanguard 500 Index Admiral Fund |
|
Large Cap Core |
|
** |
|
15,855,677 |
|
|
|
|
Vanguard Mid Cap Index Fund |
|
Mid Cap Core |
|
** |
|
8,239,161 |
|
|
|
|
Vanguard RE IDX Admiral |
|
REIT |
|
** |
|
1,241,411 |
|
|
|
|
Vanguard Small Cap Index Admiral Fund |
|
Small Cap Core |
|
** |
|
4,643,845 |
|
|
* |
|
AZZ Inc. |
|
AZZ Inc. common stock |
|
** |
|
568,500 |
|
|
|
|
Prudential Mutual Funds |
|
AP Fund |
|
** |
|
130 |
|
|
* |
|
Participant Notes Receivable |
|
Interest rates ranging from 3.25% to 6.50% |
|
|
|
4,868,024 |
|
|
|
|
|
|
|
|
|
|
$ |
190,115,232 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Represents a party-in-interest to the Plan. |
|
|
|
|
|
** |
Cost omitted for participant directed investments. |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly
authorized.
|
|
|
|
|
|
|
|
|
|
|
AZZ Inc. Employee Benefit Plan and Trust |
|
|
|
|
|
|
|
DATE:
July 11, 2022
|
By: |
/s/ Philip A. Schlom |
|
|
Philip A. Schlom |
|
|
Chief Financial Officer |
EXHIBIT INDEX
AZZ (NYSE:AZZ)
Historical Stock Chart
From Feb 2023 to Mar 2023
AZZ (NYSE:AZZ)
Historical Stock Chart
From Mar 2022 to Mar 2023
