This Quarterly Report on Form 10-Q may contain "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 we believe that the current views and expectations reflected in those 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 our control. Those risks, uncertainties, and other factors could cause the actual results to differ materially from those in the forward-looking statements. Those risks, uncertainties, and factors include, but are not limited to: the level of customer demand for and response to

products and services offered by the Company, including demand by the power generation markets, electrical transmission and distribution markets, the general industrial market, and the hot dip galvanizing markets; raw material and utility costs, including cost of zinc and natural gas which are used in the hot dip galvanizing process and steel, aluminum and copper costs which are used in the Electrical and Industrial Segment; changes in economic conditions of the various markets we serve, both foreign and domestic; customer requested delays of shipments; acquisition opportunities, adequacy of financing and availability of experienced management employees to implement our growth strategy. We expressly disclaim any obligation to release publicly any updates or revisions to these forward-looking statements to reflect any change in our views or expectations. We can give no assurances that such forward-looking statements will prove to be correct.

The following discussion should be read in conjunction with management's discussion and analysis contained in our 2008 Annual Report on Form 10-K, as well as with the condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q.

We have two operating segments as defined in our Annual Report on Form 10-K for the year-ended February 29, 2008. Management believes that the most meaningful analysis of our results of operations is to analyze our performance by segment. We use revenue by segment and segment operating income to evaluate our segments. Segment operating income consists of net sales less cost of sales, specifically identifiable selling, general and administrative expenses, and other (income) expense items that are specifically identifiable to a segment. The other (income) expense items included in segment operating income are generally insignificant. For a reconciliation of segment operating income to pretax income, see Note 4 to our quarterly consolidated financial statements included in this report.

Revenues

Our backlog was $190.8 million as of August 31, 2008, an increase of $55.9 million or 41%, as compared to $134.9 million at February 29, 2008. All of our backlog relates to our Electrical and Industrial Products Segment. Our book-to-ship ratio was 1.35 to 1 for the second quarter ended August 31, 2008, as compared to 1.05 to 1 for the same period in the prior year. Incoming orders for the three and six month periods increased 61% and 33%, respectively, over the same period a year ago. The increase in incoming orders during the second quarter of fiscal 2009 over the same quarter in fiscal 2008 was due to increased domestic and international orders. The utility power generation and distribution markets continued to expand and our industrial markets remained strong. Our backlog for the quarter was favorably impacted by the backlog associated with the Blenkhorn and Sawle acquisition in Canada in the amount of approximately $13.2 million. Orders included in the backlog are represented by contracts and purchase orders that we believe to be firm. The following table reflects our bookings and shipments on a quarterly basis for the period ended August 31, 2008, as compared to the same period in the prior fiscal year.

                                 Backlog Table
                                 (In thousands)

                           Period Ending               Period Ending
        Backlog               2/29/08      $ 134,876      2/28/07      $ 120,666
        Bookings                             106,834                      99,483
        Shipments                             99,958                      75,377
        Backlog               5/31/08      $ 141,752      5/31/07      $ 144,772
        Book to Ship Ratio                      1.07                        1.32
        Bookings                             139,084                      86,030
        Acquired Backlog                      13,244
        Shipments                            103,260                      81,606
        Backlog               8/31/08        190,820      8/31/07        149,196
        Book to Ship Ratio                      1.35                        1.05

The following table reflects the breakdown of revenue by segment:

                                         Three Months Ended             Six Months Ended
                                     8/31/2008       8/31/2007      8/31/2008      8/31/2007
                                                          (In thousands)
Revenue:
Electrical and Industrial Products   $   51,959     $    45,150     $  103,965     $   86,023
Galvanizing Services                     51,301          36,456         99,253         70,960
Total Revenue                        $  103,260     $    81,606     $  203,218     $  156,983

For the three and six-month periods ended August 31, 2008, consolidated net revenues were $103 million and $203 million, a 27% and 29% increase, respectively as compared to the same period in fiscal 2008. For the quarter ended August 31, 2008, the Electrical and Industrial Products Segment contributed 50% of the Company's revenues, and the Galvanizing Services Segment accounted for the remaining 50% of the combined revenues. The Electrical and Industrial Products Segment contributed 51% of the Company's revenues, and the Galvanizing Services Segment accounted for the remaining 49% of the combined revenues for the six-month period ended August 31, 2008.

Revenues for the Electrical and Industrial Products Segment increased $6.8 million or 15% for the three-month period ended August 31, 2008, and increased $17.9 million or 21% for the six-month period ended August 31, 2008, as compared to the same period in fiscal 2008. The increased revenues were generated as a result of a continuation of improved market demand, primarily from our high voltage transmission, power generation and utility distribution, the energy infrastructure market and the acquisition of Blenkhorn & Sawle Ltd. as compared to the same period in fiscal 2008.

Revenues in the Galvanizing Services Segment increased $14.8 million or 41% for the three-month period ended August 31, 2008, as compared to the same period in fiscal 2008 and increased $28.3 million or 40% for the six-month period ended August 31, 2008, as compared to the same period in fiscal 2008. Revenues for the three and six-months periods ended August 31, 2008 were favorably impacted by the acquisition of AAA Industries, Inc. as well as increased production levels in our existing facilities. Revenues from our acquisition of AAA Industries, Inc. on March 31, 2008, were $12.4 million and $21.8 million for the three and six months ended August 31, 2008, respectively. Excluding the acquisition of AAA Industries, Inc., revenue increased $2.4 million and $6.4 million for the three and six-month periods ended August 31, 2008, respectively. The volume of steel processed in our historical operations, excluding the acquisition of AAA Industries, Inc., increased 12% for the six month period ended August 31, 2008 as compared to same period

last year, while selling price decreased 2% for the compared periods. Historically, revenues for this segment have followed closely the condition of the industrial sector of the general economy.

Segment Operating Income

The following table reflects the breakdown of total operating income by segment:

                                    Three Months Ended              Six Months Ended
                                8/31/2008        8/31/2007      8/31/2008       8/31/2007
                                                     (In thousands)
   Segment Operating Income:
   Electrical and Industrial
   Products                    $      9,797     $    7,942     $    17,729     $    14,286
   Galvanizing Services              15,478          9,230          28,836          17,841
   Total Segment Operating
   Income                      $     25,275     $   17,172     $    46,565     $    32,127

Our total segment operating income increased 47% and 45% for the three and six-month periods ended August 31, 2008, to $25.3 million and $46.6 million, respectively, as compared to $17.2 million and $32.1 million for the same periods in fiscal 2008.

Segment operating income in the Electrical and Industrial Products Segment increased 23% and 24% for the three and six-month periods ended August 31, 2008, to $9.8 million and $17.7 million, respectively, as compared to $7.9 million and $14.3 million for the same periods in fiscal 2008. Operating margins were 19% for the three month and 17% for the six-month periods ended August 31, 2008, as compared to 18% and 17%, respectively, for the comparable periods in fiscal 2008. Increased operating profit resulted from higher revenues as a result of favorable market conditions.

In the Galvanizing Services Segment, operating income increased 68% and 62% for the three and six-month periods ended August 31, 2008, to $15.5 million and $28.8 million, respectively, as compared to $9.2 million and $17.8 million for the same periods in fiscal 2008. Operating margins were 30% and 29% for the three and six-month periods ended August 31, 2008, respectively, as compared to 25% for the comparable periods in fiscal 2008. The operating income and margins reflect the positive impact of an insurance settlement related to a fire at one of our facilities. This resulted in a gain of $1.3 million and is included in the operating income for the second quarter ended August 31, 2008. Without this gain, operating margins would be 27.7% for the three-month period ended August 31, 2008 and 27.8% for the six-month period ended August 31, 2008. The increased operating income during the second quarter ended August 31, 2008, as compared to the same period last year resulted from higher volumes, primarily from our acquisition of AAA Industries, Inc., and lower costs for zinc. Margins in future quarters could be impacted by a reduction in pricing if market demand decreases for galvanizing services.

General Corporate Expenses

General corporate expenses, (see Note 4 to consolidated financial statements) not specifically identifiable to a segment, for the three-month period ended August 31, 2008, were $5.6 million compared to $3.9 million for the same period in fiscal 2008. For the six-month period ended August 31, 2008, general corporate expenses were $10.1 million as compared to $11.5 million for the comparable period last year. As a percentage of sales, general corporate expenses were 5% for the three and six-month periods ended August 31, 2008, as compared to 5% and 7% for the same periods in fiscal 2008. General and corporate expenses were lower for the six month period ended August 31, 2008 due to lower expense for stock appreciation rights as compared to the same period last year.

Other (Income) Expense

For the three-month and six-month periods ended August 31, 2008, the amounts in other (income) expense not specifically identifiable with a segment (see Note 4 to consolidated financial statements) were insignificant.

Interest

Net interest expense for the three and six-month periods ended August 31, 2008 increased 338% and 205%, respectively, as compared to the same periods in fiscal 2008 to $1.7 million for the three months and $2.8 million for the six months ended August 31, 2008. Interest expense increased due to higher levels of debt resulting from a $100 million Note Purchase Agreement entered into by the Company pursuant to which the Company issued $100 million aggregate principal amount of it's 6.24% unsecured Senior Notes. As of August 31, 2008, we had outstanding long term debt of $100 million, an increase of $80 million, as compared to $20 million at the end of the same period in fiscal 2008. The increase in debt funded the acquisition of AAA Industries, Inc. on March 31, 2008 and Blenkhorn & Sawle Ltd. on June 30, 2008. Our long-term debt to equity ratio was .59 to 1 at August 31, 2008, as compared to .15 to 1 for the same period in fiscal 2008.

Income Taxes

The provision for income taxes reflects an effective tax rate of 38% for the three-month period and 37% for the six-month period ended August 31, 2008, and 36% for the three-month period and 38% for the six-month period ended August 31, 2007.

Historically, we have met our cash needs through a combination of cash flows from operating activities and financial institution borrowings. Our cash requirements are generally for operating activities, capital improvements, debt repayment and acquisitions. Management believes that working capital, borrowing capabilities and funds generated from operations should be sufficient to finance anticipated operational activities, capital improvements, scheduled debt payments and possible future acquisitions for the remainder of fiscal 2009.

Net cash provided by operations was $12.6 million for the six-month period ended August 31, 2008, as compared to $15.1 million provided from operations for the same period in the prior fiscal year. Cash flow from operations for the six-month ended August 31, 2008, included $21.4 million in net income, $6.9 million in depreciation and amortization of intangibles, and other adjustments to reconcile net income to net cash in the amount of $3.3 million. Included in other adjustments to reconcile net income to net cash was provision for bad debt, deferred income taxes, gain or loss on the sale of assets or insurance settlement and non-cash adjustments. Positive cash flow was recognized due to increased accounts payable and accrued liabilities in the amount of $7.7 million and $.1 million, respectively. These positive cash flow items were offset by increases in accounts receivables, inventories, other assets, prepaid expenses and revenues in excess of billings in the amount of $15.7 million, $2.7 million, $2.1 million, $2 million and $4.4 million, respectively. These increases result from additional working capital needed to support our increased business levels. Accounts receivable days outstanding were 50 days at August 31, 2008, as compared to 49 days at February 29, 2008. Working capital increased to $102.3 million as of August 31, 2008, as compared to $60.3 million at February 29, 2008.

For the six-month period ended August 31, 2008, cash flow was used to make capital improvements of $9.4 million of which $2.5 million was related to the fire damage at one of our galvanizing facilities and fund the acquisition of AAA Industries, Inc. and Blenkhorn and Sawle, Ltd. in the amount of $95.4 million. Debt increased by $100 million from the issuance of Senior Notes to fund these acquisitions.

On May 25, 2006, we entered into the Second Amended and Restated Credit Agreement (the "Credit Agreement"), which replaced our Amended and Restated Revolving and Term Credit Agreement dated as of November 2001.

The Credit Agreement provides for a $60 million revolving line of credit with one lender, Bank of America, N.A., maturing on May 25, 2011. This is an unsecured revolving credit facility to be used to provide for working capital needs, capital improvements, future acquisitions, and letter of credit needs. At August 31, 2008, we had no outstanding debt borrowed against the revolving credit facility. However, we had letters of credit outstanding in the amount of $9.3 million, which left approximately $50.7 million of additional credit available under the revolving credit facility.

On March 31, 2008, the Company entered into a Note Purchase Agreement pursuant to which the Company issued $100,000,000 aggregate principal amount of its 6.24% unsecured Senior Notes (the "Notes") due March 31, 2018 through a private placement (the "Note Offering"). Pursuant to the Note Purchase Agreement, the Company's payment obligations with respect to the Notes may be accelerated upon any Event of Default (as defined in the Note Purchase Agreement). Deferred costs in the amount of $2 million were incurred for upfront costs paid in connection with Note Offering. These costs will be expensed using the imputed interest method over the life of the loan.

In connection with the Note Offering, the Company entered into the Second Amendment to Second Amended and Restated Credit Agreement, (the "Second Amendment") with Bank of America, N.A. ("Bank of America"), which amended the Second Amended and Restated Credit Agreement by and among the Company and Bank of America dated as of May 25, 2006 (the "Credit Agreement"). The Second Amendment contains the consent of Bank of America to the Note Offering and amended the Credit Agreement to provide that the Note Offering will not constitute a default under the Credit Agreement.

The Notes provide for various financial covenants of a) Minimum Consolidated Net Worth - Maintain on a consolidated basis net worth equal to at least the sum of $116.9 million plus 50% of future net income; b) Maximum Ratio of Consolidated Indebtedness to Consolidated EBITDA - Maintain a ratio of indebtedness to EBITDA (as defined in Note Purchase Agreement) not to exceed 3.25:1.00; c) Fixed Charge Coverage Ratio - Maintain on a consolidated basis a Fixed Charge Coverage Ratio (as defined in Note Purchase Agreement) of at least 2.0:1.0; d) Priority Indebtedness - The Company will not at any time permit aggregate amount of all Priority Indebtedness (as defined) to exceed 10% of Consolidated Net Worth. In conjunction with Note Offering, the Credit Agreement with Bank of America was amended to reflect the same debt covenants as described above.

Other than operating leases discussed below, there are no off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons that have, or may have, a material effect on financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources of the Company.

We lease various facilities under non-cancelable operating leases with an initial term in excess of one year. The future minimum payments required under these operating leases as of August 31, 2008 are summarized in the table under operating leases.

Commodity pricing

We manage our exposure to commodity prices through the use of the following.

In the Electrical and Industrial Products Segment, we have exposure to commodity pricing for copper, aluminum and steel. Because the Electrical and Industrial Products Segment does not commit contractually to minimum volumes, increases in price for these items are normally managed through escalation clauses in customer contracts, although during difficult market conditions these escalation clauses may not be obtainable.

In the Galvanizing Services Segment, we utilize contracts with our zinc suppliers that include protective caps to guard against rising zinc prices. We also secure firm pricing for natural gas supplies with individual utilities when possible. There are no contracted volume purchase commitments associated with the natural gas or zinc agreements. Management believes these agreements ensure adequate supplies and partially offset exposure to commodity price swings.

Other

At August 31, 2008, we had outstanding letters of credit in the amount of $9.3 million. These letters of credit are issued in lieu of performance and bid bonds, and to a portion of our customers to cover any potential warranty costs that the customer might incur. In addition, as of August 31, 2008, a warranty reserve in the amount of $1.8 million has been established to offset any future warranty claims.

The following summarizes our operating leases, and long-term debt and interest expense for the next five years.

                                                                Interest on
             Fiscal              Operating       Long-Term       Long Term
              Year                 Leases           Debt            Debt           Total
                                        (In thousands)
              2009              $      1,591     $        0     $      3,120     $   4,711
              2010                     3,263              0            6,240         9,503
              2011                     3,235              0            6,240         9,475
              2012                     2,513              0            6,240         8,753
              2013                     2,284         14,286            5,423        21,993
           Thereafter                 13,817         85,714           13,817       113,348
              Total             $     26,703     $  100,000     $     41,080     $ 167,783

The preparation of the consolidated financial statements requires us to make estimates that affect the reported value of assets, liabilities, revenues and expenses. Our estimates are based on historical experience and various other factors that we believe are reasonable under the circumstances, and form the basis for our conclusions. We continually evaluate the information used to make these estimates as business and economic conditions change. Accounting policies and estimates considered most critical are allowances for doubtful accounts, accruals for contingent liabilities, revenue recognition, impairment of long-lived assets, identifiable intangible assets and goodwill, accounting for income taxes, and stock options and stock appreciation rights. Actual results may differ from these estimates under different assumptions or conditions. The development and selection of the critical accounting policies and the related disclosures below have been reviewed with the Audit Committee of the Board of Directors. More information regarding significant accounting policies can be found in Note 1 of the Notes to Annual Consolidated Financial Statements.

Allowance for Doubtful Accounts- The carrying value of our accounts receivable is continually evaluated based on the likelihood of collection. An allowance is maintained for estimated losses resulting from our customer's inability to make required payments. The allowance is determined by historical experience of uncollected accounts, the level of past due accounts, overall level of outstanding accounts receivable, information about specific customers with respect of their inability to make payments and future expectations of conditions that might impact the collectibility of accounts receivable. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Accruals for Contingent Liabilities- The amounts we record for estimated claims, such as self insurance programs, warranty, environmental, and other contingent liabilities, requires us to make judgments regarding the amount of expenses that will ultimately be incurred. We use past history and experience, as well as other specific circumstances surrounding these claims in evaluating the amount of liability that should be recorded. Actual results may be different than what we estimate.

Revenue Recognition- Revenue is recognized for the Electrical and Industrial Products Segment upon transfer of title and risk to customers, or based upon the percentage of completion method of accounting for electrical products built to customer specifications under long term contracts. We recognize revenue for the Galvanizing Services Segment upon completion of the galvanizing process performed on the customers' material or shipment of this material. Revenue for the Galvanizing Service Segment is typically recognized at completion of the service unless we specifically agree with the customer to hold its material for a predetermined period of time after the completion of the galvanizing process and, in that circumstance, we invoice and recognize revenue upon shipment. Customer advanced payments presented in the balance sheet arise from advanced payments received from our customers prior to shipment of the product and are not related to revenue recognized under the percentage of completion method. The extent of progress for revenue recognized using the percentage of completion method is measured by the ratio of contract costs incurred to date to total estimated contract costs at completion. Contract costs include direct labor and material, and certain indirect costs. Selling, general and administrative costs are charged to expense as incurred. Provisions for estimated losses, if any, on uncompleted contracts are made in the period in which such losses are able to be determined. The assumptions made in determining the estimated cost could differ from actual performance resulting in a different outcome for profits or losses than anticipated.

Impairment of Long-Lived Assets, Identifiable Intangible Assets and Goodwill- We record impairment losses on long-lived assets, including identifiable intangible assets, when events and circumstances indicate that the assets might be impaired and the undiscounted projected cash flows associated with those assets are less than the carrying amounts of those assets. In those situations, impairment losses on long-lived

assets are measured based on the excess of the carrying amount over the asset's fair value, generally determined based upon discounted estimates of future cash flows. A significant change in events, circumstances or projected cash flows could result in an impairment of long-lived assets, including identifiable intangible assets. An annual impairment test of goodwill is performed in the fourth quarter of each fiscal year. The test is calculated using the anticipated future cash flows after tax from our operating segments. Based on the present value of the future cash flows, we will determine whether impairment may exist. A significant change in projected cash flows or cost of capital for . . .