AZZ INC

Gainesville Associates LLC v. Atlantic Research LLC et al (a legacy entity lawsuit that arose out of the Precoat acquisition, which is unrelated to our current operations or operating entities).

On July 29, 2024, Gainesville Associates, LLC (“Gainesville Associates”) filed a complaint (the “Complaint”) in the Circuit Court of Prince William County, Virginia against AZZ, Atlantic Research, LLC (“ARC”), Precoat Metals Corporation, and Chromalloy Corporation (collectively “Defendants”), asserting claims for breach of contract against ARC and unjust enrichment against all Defendants. The Complaint arises out of a lease, dated January 1, 1976, between Gainesville Associates as landlord and ARC as tenant (as subsequently amended in 1982, 2012, 2013 and 2017, the “Lease”) for property in Gainesville, Virginia (the “Property”). ARC ceased using the property in 2005 after which point ARC remained in the Lease to complete its obligations on the property pursuant to a consent decree entered into between the U.S. Environmental Protection Agency (“EPA”) and ARC in 1992. ARC satisfied its obligations under the consent decree in 2018 (other than ongoing well water monitoring and testing) and terminated the Lease in 2019. In its Complaint, Gainesville Associates alleges that ARC breached certain provisions of the Lease. On September 3, 2024, Defendants removed the action to the United States District Court of the Eastern District of Virginia. On September 24, 2024, Defendants filed a motion to dismiss the Complaint in its entirety, arguing that the complaint failed to adequately allege any claim against any Defendant. Plaintiff has not yet filed its response to the Defendant’s motion to dismiss. Management believes there is no merit to Plaintiff’s allegations and will continue to aggressively pursue dismissal of the action.

In addition to the foregoing, the Company and its subsidiaries are named defendants and plaintiffs in various routine lawsuits incidental to our business. These proceedings include labor and employment claims, various commercial disputes, worker’s compensation and environmental matters, all arising in the normal course of business. As discovery progresses on all outstanding legal matters, the Company continues to evaluate opportunities to either mediate the case or settle the disputes for nuisance value or the cost of defense as a way to resolve the disputes prior to trial. As the pending cases progress through additional discovery and potential mediation, our assessment of the likelihood of an unfavorable outcome on the pending lawsuits may change. Although the outcome of these lawsuits or other proceedings cannot be predicted with any certainty, and the amount of any potential liability that could arise with respect to such lawsuits or other matters cannot be predicted at this time, management, after consultation with legal counsel believes it has strong defenses to all of its legal matters and does not expect liabilities, if any, from these claims or proceedings, either individually or in the aggregate, to have a material effect on the Company’s financial position, results of operations or cash flows. For further discussion of the Company's legal proceedings, see Note 16 to the financial statements contained herein under Part 1. Item 1. Financial Statements.