XML 35 R18.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Discontinued Operations
12 Months Ended
Feb. 29, 2024
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations
9. Discontinued Operations
Discontinued Operations
On September 30, 2022, AZZ contributed its AZZ Infrastructure Solutions ("AIS") segment, excluding AZZ Crowley Tubing, to a joint venture, AIS Investment Holdings LLC (the "AVAIL JV") and sold a 60% interest in the AVAIL JV to Fernweh Group LLC ("Fernweh"). On September 30, 2022, the AVAIL JV was deconsolidated. Beginning October 1, 2022, the Company began accounting for its 40% interest in the AVAIL JV under the equity method of accounting. The AVAIL JV is included in the AZZ Infrastructure Solutions segment.
The divestiture of the AZZ Infrastructure Solutions segment represents an intentional strategic shift in our operations and allowed AZZ 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 the fiscal years ended February 28, 2023 and 2022.
As part of recognizing the business as held for sale in accordance with GAAP, we were 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, we recognized a non-cash, pre-tax loss on disposal of $159.9 million. The loss 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 AVAIL JV and the fair value of our retained 40% investment in the AVAIL JV with the net assets of the AVAIL JV immediately prior to the transaction. The fair value of our retained investment in the AVAIL JV was determined in a manner consistent with the transaction price received for the sale of the 60% interest in the AVAIL JV.








The results of operations from discontinued operations for the fiscal years 2023 and 2022, have been reflected as discontinued operations in the consolidated statements of operations and consist of the following (in thousands):
Year Ended February 28,
20232022
Sales$256,224 $377,066 
Cost of sales202,707 297,996 
Gross margin53,517 79,070 
Selling, general and administrative26,186 46,747 
Restructuring and impairment charges— (1,797)
Loss on disposal of discontinued operations159,910 — 
Operating income (loss) from discontinued operations(132,579)34,120 
Interest expense(8)(32)
Other expense, net(6,270)(774)
Income (loss) from discontinued operations before income tax(138,857)33,314 
Income tax benefit(19,544)(891)
Net income (loss) from discontinued operations$(119,313)$34,205 
Earnings (loss) per common share from discontinued operations:
Basic earnings (loss) per share$(4.81)$1.38 
Diluted earnings (loss) per share$(4.78)$1.36 
The depreciation, amortization, capital expenditures, and significant operating and investing non-cash items of the discontinued operation for the following fiscal years 2023 and 2022, consists of the following (in thousands):
Year Ended February 28,
20232022
Depreciation and amortization$7,279 $12,584 
Purchase of property, plant and equipment4,831 4,815 
Non-cash loss on disposal of discontinued operations159,910 — 
Loss on disposal group held for sale— 1,797 
Loss on sale of property, plant and equipment— 147 
As of February 29, 2024, February 28, 2023, and February 28, 2022 the Company had no restructuring liabilities outstanding.