Discontinued Operations

12 Months Ended

Feb. 28, 2023

Discontinued Operations and Disposal Groups [Abstract]

In fiscal 2023, the Company continued to execute its plan to divest of non-core businesses. On September 30, 2022, AZZ contributed its AZZ Infrastructure Solutions segment, excluding AZZ Crowley Tubing ("AIS") to a joint venture, AIS Investment Holdings LLC (the "AIS JV") and sold a 60% interest in the AIS JV to Fernweh Group LLC ("Fernweh" at an implied enterprise value of AIS of $300.0 million.

Management previously committed to a plan to divest substantially all of the AIS segment. As part of recognizing the business as held for sale in accordance with GAAP, the Company was required to measure AIS at the lower of its carrying amount or fair value less cost to sell. As a result of this analysis, during fiscal 2023, the Company recognized an estimated non-cash, pre-tax loss on disposal of $159.9 million, which is included in "Loss on disposal of discontinued operations" in the consolidated statements of operations. The loss was determined by comparing the fair value of the consideration received for the sale of a 60% interest in the AIS JV and the fair value of the Company’s retained 40% investment in the AIS JV with the net assets of the AIS JV immediately prior to the transaction and includes $27.8 million from the derecognition of the cumulative translation adjustment related to its investment in foreign entities within the AIS segment. The fair value of the Company’s retained investment in the AIS JV was determined in a manner consistent with the transaction price received for the sale of the 60% interest in the AIS JV.

On September 30, 2022, when the AIS JV transaction closed, the joint venture was deconsolidated. The Company retained a 40% interest in the joint venture, which is now accounted for under the equity method of accounting. The proceeds from the sale consisted of approximately $108.0 million, as well as $120.0 million that was funded by committed debt financing taken on by the AIS JV immediately prior to the closing of the sale. The debt financing of the AIS JV did not impact the Company's existing credit facility. The Company used the cash received from the AIS JV to repay a portion of the Term Loan B, the Revolving Credit Facility and for general corporate purposes. See Note 8.

The divestiture of the AZZ Infrastructure Solutions segment represents an intentional strategic shift in our operations and will allow the Company to become a focused provider of coating and galvanizing solutions for critical applications. As a result, the results of the AIS segment were classified as discontinued operations in our condensed statements of operations and excluded from both continuing operations and segment results for all periods presented.

We have separately reported the assets and liabilities of the discontinued operations in the consolidated balance sheets. The assets and liabilities have been reflected as discontinued operations in the consolidated balance sheets as of February 28, 2022, and consist of the following (in thousands):


	As of February 28,
		2022
Current assets of discontinued operations:
Cash and cash equivalents		$	3,000
Accounts receivable		81,911
Inventories
Raw materials		36,581
Work-in-process		6,445
Finished goods		77
Contract assets		71,762
Prepaid expenses and other		1,888


Total current assets of discontinued operations		201,664
Long-term assets of discontinued operations:
Property, plant and equipment		37,490
Right-of-use asset		29,332
Goodwill		195,222
Intangibles and other assets, net		42,442
Deferred tax asset		1,726

Total non-current assets of discontinued operations		306,212
Total assets of discontinued operations		$	507,876
Current liabilities of discontinued operations:
Accounts payable		19,146
Income tax payable		(264)
Accrued salaries and wages		11,301
Other accrued liabilities		54,071
Lease liability, short-term		4,029

Total current liabilities of discontinued operations		88,283
Long-term liabilities of discontinued operations:

Lease liability, long-term		24,207


Total long-term liabilities of discontinued operations		24,207
Total liabilities of discontinued operations		$	112,490

The results of operations from discontinued operations for the fiscal years 2023, 2022 and 2021, have been reflected as discontinued operations in the consolidated statements of operations and consist of the following (in thousands):


	Year Ended February 28,
	2023		2022		2021
Sales	$	256,224	$	377,066	$	358,343
Cost of sales	202,707		297,996		292,496
Gross margin	53,517		79,070		65,847

Selling, general and administrative	26,186		46,747		47,817
Restructuring and impairment charges	—		(1,797)		3,894
Loss on disposal of discontinued operations	159,910		—		—
Operating income (loss) from discontinued operations	(132,579)		34,120		14,136

Interest expense	8		32		187
Other (income) expense, net	6,270		774		1,383
Income (loss) from discontinued operations before income tax	(138,857)		33,314		12,566
Income tax (benefit) expense	(19,544)		(891)		135
Net income (loss) from discontinued operations	$	(119,313)	$	34,205	$	12,431
Earnings per common share from discontinued operations:
Basic earnings (loss) per share	$	(4.81)	$	1.38	$	0.48
Diluted earnings (loss) per share	$	(4.78)	$	1.36	$	0.48

We have included the net cash provided by discontinued operations in the consolidated statements of cash flows. The depreciation, amortization, capital expenditures, and significant operating and investing non-cash items of the discontinued operation for the following fiscal years 2023, 2022 and 2021, consists of the following (in thousands):


	Year Ended February 28,
	2023		2022		2021
Amortization and depreciation	$	7,279	$	12,584	$	12,508
Purchase of property, plant and equipment	4,831		4,815		9,901
Non-cash loss on disposal of discontinued operations	159,910		—		—
Loss on disposal group held for sale	—		(1,797)		—
Loss on sale of property, plant and equipment	—		147		36
Write down of assets held for sale to estimated sales price	—		—		3,161

Other Divestitures

During fiscal 2021, the Company executed a plan to divest certain non-core businesses. The Company closed on the sale of its Galvabar business and its AZZ SMS, LLC ("SMS") business. The Company recorded net proceeds of $8.3 million and a loss on the sale of the Galvabar business, which is included in the AZZ Metal Coatings segment, of $1.2 million. During fiscal 2021, the Company completed the sale of SMS, which is included in the AZZ Infrastructure Solutions segment, for net proceeds of $4.1 million. The Company recognized impairment charges of $0.9 million for SMS during the second quarter, and an additional loss on sale of $1.9 million during the third quarter of fiscal 2021. The loss of the sale of these businesses are included in "Restructuring and impairment charges" in the consolidated statements of income.

In addition, the Company closed a small number of AZZ Metal Coatings locations that were in underperforming and lower growth geographies during fiscal 2021.

During fiscal 2021, the Company recognized certain charges related to the businesses sold, assets held for sale and assets that were abandoned, which are summarized in the table below:


	Year Ended February 28, 2021
	Metal Coatings		Infrastructure Solutions		Total
Write down of assets held for sale to estimated sales price	$	2,652	$	939	$	3,591
Write down of assets expected to be abandoned	6,923		—		6,923
Loss on sale of subsidiaries	1,221		1,859		3,080
Write down of excess inventory	2,511		—		2,511

Total charges	$	13,307	$	2,798	$	16,105

As of February 28, 2023 and February 28, 2022, the Company had no restructuring liabilities outstanding.