Cover Page
Cover Page - shares | 9 Months Ended | |
Nov. 30, 2022 | Dec. 30, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Nov. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 1-12777 | |
Entity Registrant Name | AZZ Inc. | |
Entity Incorporation, State or Country Code | TX | |
Entity Tax Identification Number | 75-0948250 | |
Entity Address, Address Line One | One Museum Place, Suite 500 | |
Entity Address, Address Line Two | 3100 West 7th Street | |
Entity Address, City or Town | Fort Worth, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 76107 | |
City Area Code | 817 | |
Local Phone Number | 810-0095 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | AZZ | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 24,894,526 | |
Entity Central Index Key | 0000008947 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --02-28 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Nov. 30, 2022 | Feb. 28, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 3,290 | $ 12,082 |
Accounts receivable (net of allowance for credit losses of $5,763 as of November 30, 2022 and $4,716 as of February 28, 2022) | 173,341 | 85,106 |
Inventories: | ||
Raw material | 137,100 | 81,022 |
Work-in-process | 1,763 | 840 |
Finished goods | 2,583 | 1,135 |
Contract assets | 78,560 | 2,866 |
Prepaid expenses and other | 9,997 | 1,583 |
Assets held for sale | 0 | 235 |
Current assets of discontinued operations | 0 | 201,664 |
Total current assets | 406,634 | 386,533 |
Property, plant and equipment, net | 491,367 | 193,358 |
Right-of-use assets | 24,248 | 13,954 |
Goodwill | 710,246 | 190,391 |
Intangibles and other assets, net | 3,438 | 3,464 |
Deferred tax assets | 481,121 | 39,115 |
Total non-current assets of discontinued operations | 0 | 306,212 |
Total assets | 2,199,474 | 1,133,027 |
Current liabilities: | ||
Accounts payable | 108,935 | 24,840 |
Income tax payable | 0 | 3,828 |
Accrued salaries and wages | 35,821 | 17,123 |
Accrued dividends | 4,640 | 0 |
Other accrued liabilities | 51,402 | 12,873 |
Customer deposits | 536 | 294 |
Contract liabilities | 1,022 | 0 |
Lease liability, short-term | 5,399 | 3,289 |
Debt due within one year | 13,000 | 0 |
Liabilities held for sale | 0 | 88,283 |
Total current liabilities | 220,755 | 150,530 |
Debt due after one year, net | 1,010,648 | 226,484 |
Lease liability, long-term | 19,673 | 11,403 |
Deferred income taxes | 31,879 | 47,672 |
Other long-term liabilities | 64,006 | 5,366 |
Total long-term liabilities of discontinued operations | 0 | 24,207 |
Total liabilities | 1,346,961 | 465,662 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Common stock, $1 par, shares authorized 100,000; 24,876 shares issued and outstanding at November 30, 2022 and 24,688 shares issued and outstanding at February 28, 2022 | 24,876 | 24,688 |
Capital in excess of par value | 325,433 | 85,847 |
Retained earnings | 512,815 | 584,154 |
Accumulated other comprehensive loss | (10,851) | (27,324) |
Total shareholders’ equity | 852,513 | 667,365 |
Total liabilities and shareholders' equity | 2,199,474 | 1,133,027 |
Series A Preferred Stock | ||
Current liabilities: | ||
Accrued dividends | 4,600 | |
Shareholders’ equity: | ||
Series A Convertible Preferred Stock, $1 par, shares authorized 240; 240 shares issued and outstanding at November 30, 2022 and 0 shares issued and outstanding at February 28, 2022 | $ 240 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Nov. 30, 2022 | Feb. 28, 2022 |
Accounts receivable, allowance for doubtful accounts | $ 5,763 | $ 4,716 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 24,876,000 | 24,688,000 |
Common stock, shares outstanding (in shares) | 24,876,000 | 24,688,000 |
Series A Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred stock, shares issued (in shares) | 240,000 | 0 |
Preferred stock, shares outstanding (in shares) | 240,000 | 0 |
Preferred stock, shares authorized (in shares) | 240,000 | 240,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Income Statement [Abstract] | ||||
Sales | $ 373,301 | $ 135,083 | $ 987,145 | $ 395,732 |
Costs and Expenses | ||||
Cost of Sales | 300,219 | 97,510 | 752,455 | 285,572 |
Gross margin | 73,082 | 37,573 | 234,690 | 110,160 |
Selling, general and administrative | 27,689 | 16,283 | 97,247 | 47,483 |
Operating income from continuing operations | 45,393 | 21,290 | 137,443 | 62,677 |
Interest expense | 26,123 | 1,627 | 61,739 | 5,017 |
Equity in (earnings) loss of unconsolidated subsidiaries | (1,006) | 0 | (1,006) | 0 |
Other (income) expense, net | (610) | (91) | (582) | (106) |
Income from continuing operations before income taxes | 20,886 | 19,754 | 77,292 | 57,766 |
Income tax expense | 2,447 | 6,647 | 18,380 | 18,778 |
Net income from continuing operations | 18,439 | 13,107 | 58,912 | 38,988 |
Income from discontinued operations, net of tax | 1,069 | 7,978 | 17,126 | 23,412 |
Estimated loss on discontinued operations, net of tax | (40,050) | 0 | (130,073) | 0 |
Net income (loss) from discontinued operations | (38,981) | 7,978 | (112,947) | 23,412 |
Net income (loss) | (20,542) | 21,085 | (54,035) | 62,400 |
Accrued dividends on preferred stock | (3,600) | 0 | (4,640) | 0 |
Net income (loss) available to common shareholders | $ (24,142) | $ 21,085 | $ (58,675) | $ 62,400 |
Earnings per common share from continuing operations | ||||
Basic earnings per share (usd per share) | $ 0.60 | $ 0.53 | $ 2.19 | $ 1.57 |
Diluted earnings per share (usd per share) | 0.59 | 0.53 | 2.17 | 1.55 |
Earnings per common share from discontinued operations: | ||||
Basic earnings (loss) per share (in dollars per share) | (1.57) | 0.32 | (4.55) | 0.94 |
Diluted earnings (loss) per share (in dollars per share) | (1.56) | 0.32 | (4.52) | 0.93 |
Earnings per common share | ||||
Basic earnings per share (usd per share) | (0.97) | 0.85 | (2.37) | 2.51 |
Diluted earnings per share (usd per share) | (0.97) | 0.85 | (2.35) | 2.48 |
Cash dividends declared per common share (usd per share) | $ 0.17 | $ 0.17 | $ 0.51 | $ 0.51 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) available to common shareholders | $ (24,142) | $ 21,085 | $ (58,675) | $ 62,400 |
Other comprehensive income: | ||||
Unrealized translation gain (loss) | (5,019) | (1,508) | (7,765) | (1,953) |
Reclassification of foreign currency translation adjustment from accumulated other comprehensive loss to loss on sale of discontinued operations | 27,750 | 0 | 27,750 | 0 |
Interest rate swap | (3,512) | 0 | (3,512) | 0 |
Other comprehensive income (loss) | 19,219 | (1,508) | 16,473 | (1,953) |
Comprehensive income (loss) | $ (4,923) | $ 19,577 | $ (42,202) | $ 60,447 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Cash Flows From Operating Activities: | ||
Net income (loss) available to common shareholders | $ (58,675) | $ 62,400 |
Net income (loss) from discontinued operations | (112,947) | 23,412 |
Plus: accrued dividends on Preferred Stock | 4,640 | 0 |
Net income from continuing operations | 58,912 | 38,988 |
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities: | ||
Bad debt expense | (38) | (250) |
Depreciation and amortization | 55,813 | 28,033 |
Deferred income taxes | (20,421) | (4,925) |
Equity in earnings of unconsolidated entities | (1,006) | 0 |
Loss on disposal of business | 0 | 640 |
Impairment of long-lived assets | 235 | 0 |
Net (gain) loss on sale of property, plant and equipment | (1,381) | 284 |
Amortization of deferred borrowing costs | 5,916 | 551 |
Share-based compensation expense | 7,138 | 6,542 |
Effects of changes in assets and liabilities, net of acquisitions and dispositions: | ||
Accounts receivable | (16,430) | (16,322) |
Inventories | (14,646) | (9,522) |
Prepaid expenses and other | (6,195) | (49) |
Other assets | (3,950) | (2,750) |
Net change in contract assets and liabilities | 2,410 | (377) |
Accounts payable | (15,122) | 2,370 |
Other accrued liabilities and income taxes payable | 17,387 | 2,725 |
Net cash provided by operating activities of continuing operations | 68,622 | 45,938 |
Cash Flows Used For Investing Activities: | ||
Proceeds from sale or insurance settlements of property, plant and equipment | 4,114 | 2,371 |
Purchase of property, plant and equipment | (35,085) | (15,777) |
Proceeds from sale of subsidiaries, net | 106,766 | 0 |
Acquisition of subsidiaries, net of cash acquired | (1,283,448) | 0 |
Net cash used in investing activities of continuing operations | (1,207,653) | (13,406) |
Cash Flows From Financing Activities: | ||
Proceeds from issuance of common stock | 1,767 | 1,544 |
Payments for taxes related to net share settlement of equity awards | (2,592) | (2,169) |
Proceeds from revolving loan | 255,000 | 216,000 |
Payments on revolving loan | (322,000) | (203,000) |
Proceeds from long term debt | 1,540,000 | 0 |
Payments of debt financing costs | (87,555) | 0 |
Payments on long term debt | (366,500) | 0 |
Repurchase and retirement of treasury stock | 0 | (28,869) |
Payments of dividends | (12,664) | (12,673) |
Net cash provided by (used in) financing activities of continuing operations | 1,005,456 | (29,167) |
Effect of exchange rate changes on cash | (2,199) | 1,442 |
Net cash provided by operating activities from discontinued operations | 7,973 | 3,730 |
Net cash used in investing activities from discontinued operations | (3,991) | (3,019) |
Net cash provided by financing activities from discontinued operations | 120,000 | 0 |
Cash provided by discontinued operations | 123,982 | 711 |
Net increase (decrease) in cash and cash equivalents | (11,792) | 711 |
Cash and cash equivalents at beginning of period | 15,082 | 14,837 |
Cash and cash equivalents at end of period | 3,290 | 15,548 |
Less: Cash and cash equivalents from discontinued operations at end of period | 0 | (19,415) |
Cash and cash equivalents from continuing operations at end of period | 3,290 | 940 |
Supplemental disclosures of non-cash investing and financing activities | ||
Cash paid for interest | 52,488 | 3,655 |
Cash paid for income taxes | 15,627 | 23,259 |
Issuance of preferred stock in exchange for convertible notes | 233,722 | 0 |
Accrued dividends on Series A Preferred Stock | $ 4,640 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Preferred Stock Series A Preferred Stock | Common Stock | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Loss |
Balance (shares) at Feb. 28, 2021 | 25,108 | |||||
Balance at Feb. 28, 2021 | $ 623,292 | $ 25,108 | $ 75,979 | $ 547,289 | $ (25,084) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 6,542 | 6,542 | ||||
Common stock issued under stock-based plans and related income tax expense (shares) | 108 | |||||
Common stock issued under stock-based plans and related income tax expense | (2,169) | $ 108 | (2,277) | |||
Common stock issued under employee stock purchase plan (shares) | 41 | |||||
Common stock issued under employee stock purchase plan | 1,544 | $ 41 | 1,503 | |||
Repurchase and retirement of treasury shares (shares) | (564) | |||||
Repurchase and retirement of treasury shares | (28,869) | $ (564) | (28,305) | |||
Cash dividends paid | (12,673) | (12,673) | ||||
Net income (loss) available to common shareholders | 62,400 | 62,400 | ||||
Foreign currency translation | (2,023) | (70) | ||||
Reclassification of foreign currency translation adjustment from accumulated other comprehensive loss to loss on sale of discontinued operations | 0 | |||||
Interest rate swap | 0 | |||||
Balance (shares) at Nov. 30, 2021 | 24,693 | |||||
Balance at Nov. 30, 2021 | 648,044 | $ 24,693 | 81,747 | 568,641 | (27,037) | |
Balance (shares) at Aug. 31, 2021 | 24,840 | |||||
Balance at Aug. 31, 2021 | 638,426 | $ 24,840 | 79,908 | 559,207 | (25,529) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 1,860 | 1,860 | ||||
Common stock issued under stock-based plans and related income tax expense (shares) | 1 | |||||
Common stock issued under stock-based plans and related income tax expense | (20) | $ 1 | (21) | |||
Repurchase and retirement of treasury shares (shares) | (148) | |||||
Repurchase and retirement of treasury shares | (7,636) | $ (148) | (7,488) | |||
Cash dividends paid | (4,163) | (4,163) | ||||
Net income (loss) available to common shareholders | 21,085 | 21,085 | ||||
Foreign currency translation | (1,508) | 0 | ||||
Reclassification of foreign currency translation adjustment from accumulated other comprehensive loss to loss on sale of discontinued operations | 0 | |||||
Interest rate swap | 0 | |||||
Balance (shares) at Nov. 30, 2021 | 24,693 | |||||
Balance at Nov. 30, 2021 | 648,044 | $ 24,693 | 81,747 | 568,641 | (27,037) | |
Balance (shares) at Feb. 28, 2022 | 0 | 24,688 | ||||
Balance at Feb. 28, 2022 | 667,365 | $ 0 | $ 24,688 | 85,847 | 584,154 | (27,324) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 7,118 | 7,118 | ||||
Issuance of Series A convertible preferred stock in exchange for convertible debt, shares (in shares) | 240 | |||||
Issuance of Class A convertible preferred stock in exchange for convertible debt | 233,722 | $ 240 | 233,482 | |||
Common stock issued under stock-based plans and related income tax expense (shares) | 136 | |||||
Common stock issued under stock-based plans and related income tax expense | (2,592) | $ 136 | (2,728) | |||
Common stock issued under employee stock purchase plan (shares) | 52 | |||||
Common stock issued under employee stock purchase plan | 1,766 | $ 52 | 1,714 | |||
Accrued dividends on preferred stock | (4,640) | (4,640) | ||||
Cash dividends paid | (12,664) | (12,664) | ||||
Net income (loss) available to common shareholders | (54,035) | (54,035) | ||||
Foreign currency translation | (7,765) | 0 | (7,765) | |||
Reclassification of foreign currency translation adjustment from accumulated other comprehensive loss to loss on sale of discontinued operations | 27,750 | 27,750 | ||||
Interest rate swap | (3,512) | |||||
Balance (shares) at Nov. 30, 2022 | 240 | 24,876 | ||||
Balance at Nov. 30, 2022 | 852,513 | $ 240 | $ 24,876 | 325,433 | 512,815 | (10,851) |
Balance (shares) at Aug. 31, 2022 | 240 | 24,862 | ||||
Balance at Aug. 31, 2022 | 859,621 | $ 240 | $ 24,862 | 323,386 | 541,203 | (30,070) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 2,348 | 2,348 | ||||
Common stock issued under stock-based plans and related income tax expense (shares) | 14 | |||||
Common stock issued under stock-based plans and related income tax expense | (287) | $ 14 | (301) | |||
Accrued dividends on preferred stock | (3,600) | (3,600) | ||||
Cash dividends paid | (4,246) | (4,246) | ||||
Net income (loss) available to common shareholders | (20,542) | (20,542) | ||||
Foreign currency translation | (5,019) | (5,019) | ||||
Reclassification of foreign currency translation adjustment from accumulated other comprehensive loss to loss on sale of discontinued operations | 27,750 | 27,750 | ||||
Interest rate swap | (3,512) | (3,512) | ||||
Balance (shares) at Nov. 30, 2022 | 240 | 24,876 | ||||
Balance at Nov. 30, 2022 | $ 852,513 | $ 240 | $ 24,876 | $ 325,433 | $ 512,815 | $ (10,851) |
The Company and Basis of Presen
The Company and Basis of Presentation | 9 Months Ended |
Nov. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Basis of Presentation | 1. The Company and Basis of Presentation AZZ Inc. (“AZZ”, the “Company”, "our" or “we”) was established in 1956 and incorporated under the laws of the state of Texas. The Company is the leading independent provider of hot-dip galvanizing and coil coating solutions to a broad array of markets and customers, predominantly in North America. On May 13, 2022, the Company completed the acquisition of the Precoat Metals business division (“Precoat Metals”) of Sequa Corporation (“Sequa”), a portfolio company owned by Carlyle, a global private equity firm. See Notes 2 and 14 for further discussion about Precoat. As a result of the Precoat Acquisition, the Company changed its reportable segments, and added AZZ Precoat Metals as a new reportable segment. See Note 6 for more information about the Company's operating segments. The Company has three distinct operating segments: the AZZ Metal Coatings segment, the AZZ Precoat Metals segment and the AZZ Infrastructure Solutions segment. AZZ Metal Coatings provides hot-dip galvanizing, spin galvanizing, powder coating, anodizing and plating, and other metal coating applications to the steel fabrication and other industries through 41 galvanizing plants and six surface technologies plants located in the United States and Canada. AZZ Precoat Metals provides advanced applications of protective and decorative coatings and related value-added services for steel and aluminum coil, primarily serving the construction; appliance; heating, ventilation, and air conditioning (HVAC); container; transportation and other end markets. AZZ Precoat Metals operates through 13 plants located in the United States. AZZ Infrastructure Solutions is dedicated to delivering safe and reliable transmission of power from generation sources to end customers, and automated weld overlay solutions for corrosion and erosion mitigation to critical infrastructure in markets worldwide. As discussed in Note 3, on September 30, 2022, the Company consummated a transaction whereby the Company contributed its AZZ Infrastructure Solutions business, excluding AZZ Crowley Tubing, to a joint venture and sold a 60% interest in the joint venture to Fernweh AIS Acquisition LP. The AZZ Infrastructure Solutions segment is reported as discontinued operations, and financial data for the segment has been segregated and presented as discontinued operations for all periods presented. See Note 3 and Note 7 for additional information about the Company's discontinued operations and consummation of the joint venture. Presentation The accompanying condensed consolidated balance sheet as of February 28, 2022 was derived from audited financial statements. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. These financial statements should be read in conjunction with the audited financial statements and related notes for the fiscal year ended February 28, 2022, included in the Company’s Annual Report on Form 10-K covering such period. Certain previously reported amounts have been reclassified to conform to current period presentation. See Note 3 for more information about results of operations reported in discontinued operations in the consolidated balance sheets, statements of operations and statements of cash flows as of and for the three and nine months ended November 30, 2022 and as of February 28, 2022. The Company's fiscal year ends on the last day of February and is identified as the fiscal year for the calendar year in which it ends. For example, the fiscal year ending February 28, 2023 is referred to as fiscal 2023. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, which are necessary to present fairly the financial position of the Company as of November 30, 2022, the results of its operations for the three and nine months ended November 30, 2022 and 2021, and cash flows for the nine months ended November 30, 2022 and 2021. The interim results reported herein are not necessarily indicative of results for a full year. Coronavirus (COVID-19) and Current State of the Business Environment While we continue to support our customers, there remains continuing uncertainties regarding to what extent, if any, that the COVID-19 pandemic, or newly identified variants of COVID-19, or additional regulatory requirements, will ultimately have on the demand for our products and services or with our supply chain or our employees. We expect continued uncertainty in our business and the global economy due to the duration and intensity of the COVID-19 pandemic, pressure from inflation, supply chain disruptions, and volatility in employment trends and consumer confidence in the economy which may potentially impact our future results. The impact of COVID-19 to the Company's personnel and operations has been limited during the third quarter of fiscal 2023. However, labor market shortages and supply chain challenges have continued throughout the quarter. The constrained labor market and supply chain disruptions continue to impact the availability and cost of skilled labor and has increased cost for production materials. Disruptions to certain parts of our supply chain have, in certain cases, limited our ability to fulfill demand in the future. The extent of COVID-19's impact on our business will depend on future developments, including the continued new variants and surges in the spread of COVID-19, the Company's continued ability to source and distribute its products, the impact of COVID-19 on capital and financial markets, and the related impact on consumer confidence and spending, all of which are uncertain and difficult to predict, considering the continuously evolving landscape. Accordingly, our financial condition, results of operations or cash flows could be impacted in ways that we are not able to predict today. Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. ("ASU") 2021-08, Business combinations (Topic 805): Accounting for Contract Assets and Contract liabilities from Contracts with Customers (ASU 2021-08"), which requires contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606") at the acquisition date as if the acquirer had originated the contracts rather than adjust them to fair value. The standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU 2021-08 during the first quarter of fiscal 2023. The adoption of ASU 2021-08 did not have a material impact on the Company's financial condition, results of operations or cash flows as of November 30, 2022, including the acquisition of Precoat Metals during the first quarter of fiscal 2023. In March 2020 and as clarified in January 2021, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. An entity may elect to apply the amendments on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date between March 12, 2020 and December 31, 2022. The Company continues to evaluate its contracts and transactions for the potential application of ASU 2020-04, but there has been no material impact to its financial condition, results of operations, or cash flows as of November 30, 2022. Investment in Unconsolidated Joint Venture The Company accounts for its investment in an unconsolidated joint venture under the equity method of accounting as we exercise significant influence over, but do not control, the joint venture. The investment in the unconsolidated joint venture is initially recorded at fair value, and subsequently increased for capital contributions and allocations of net income, and decreased for capital distributions and allocations of net income or loss. Equity in net income or loss from the unconsolidated joint venture is allocated based on our economic interest. We record our interest in the joint venture on a one-month lag to allow sufficient time to review and assess the joint venture’s effect on our reported results. We assess our investment in unconsolidated joint venture for recoverability when events and circumstances are present that suggest there has been a decline in value, and if it is determined that a loss in value of the investment is other than temporary, we write down the investment to its fair value. We do not believe that the value of our equity investment was impaired as of November 30, 2022. |
Acquisitions
Acquisitions | 9 Months Ended |
Nov. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Precoat Acquisition On May 13, 2022, the Company acquired Precoat Metals for a purchase price of approximately $1.3 billion (the "Precoat Acquisition"). Based in St. Louis, Missouri, Precoat is the leading independent provider of metal coil coating solutions in North America. Precoat engages in the advanced application of protective and decorative coatings and related value-added services for steel and aluminum coil primarily serving the construction; appliance; heating, ventilation and air conditioning (HVAC); container; transportation and other end markets. The acquisition represents a continued transition of the Company to a focused provider of coating and galvanizing services for critical applications. The Precoat Acquisition was funded primarily with proceeds from a Term Loan B and Preferred Equity. See Note 9 for a description of the Term Loan B. The Company incurred acquisition costs of $13.2 million for the nine months ended November 30, 2022, which are included in "Selling, general and administrative" expense in the accompanying condensed consolidated statements of operations. AZZ Precoat Metals contributed revenue of $499.6 million and operating income of $63.9 million to the Company's condensed consolidated statements of operations from May 13, 2022, through November 30, 2022. The Company accounted for the Precoat Acquisition as a business combination under the acquisition method of accounting. Goodwill from the acquisition of $532.4 million represents the excess purchase price over the estimated value of net tangible and intangible assets and liabilities assumed, and is expected to be deductible for income tax purposes. The Company's chief operating decision maker assesses performance and allocates resources to Precoat separately from the AZZ Metal Coatings and AZZ Infrastructure Solutions segments; therefore, Precoat is accounted for as a separate segment, the AZZ Precoat Metals segment. See Note 6 for more information about the Company's operating segments. Goodwill from the acquisition was allocated to the AZZ Precoat Metals segment. Assets acquired and liabilities assumed in the Precoat Acquisition were recorded at their estimated fair values as of the acquisition date. See Note 15 for additional information regarding certain environmental liabilities assumed as part of the Precoat Acquisition. The Company has not finalized these estimates as of the date of this report; therefore, the fair value estimates set forth below are subject to adjustment during the measurement period following the acquisition date. The final allocation of purchase consideration could include changes in the estimated fair value of working capital (including accounts receivable, inventories, contract assets, prepaid assets, account payable and accrued liabilities), right-of-use assets and lease liabilities, property, plant and equipment, intangible assets and other long-term liabilities. Adjustments in the purchase price allocation may require a change in the amount allocated to goodwill during the period in which the adjustments are determined. When determining the fair values of assets acquired and liabilities assumed, management made significant estimates, judgments and assumptions. The Company has engaged third-party valuation experts to assist in determination of fair value of property and equipment, intangible assets, pension benefit obligation and certain other assets and liabilities. Preliminary estimates from third-party experts along with the analysis and expertise of management have formed the basis for the preliminary allocation. Detailed analysis and review of the condition, existence and utility of assets acquired, and assumptions inherent in the estimation of fair value of intangible assets and pension obligation is currently ongoing. Management believes that the current information provides a reasonable basis for estimating fair values of assets acquired and liabilities assumed. These estimates, judgments and assumptions are subject to change and should be treated as preliminary values as there could be significant changes upon final valuation. The Company expects to complete the final valuations within one year of the acquisition date. The following table represents the preliminary summary of the assets acquired and liabilities assumed, in aggregate, related to the Precoat Acquisition, as of the date of the acquisition (in thousands): May 13, 2022 Assets Accounts receivable $ 77,422 Inventories 43,369 Contract assets 70,731 Prepaid expenses and other 2,245 Property, plant and equipment 306,953 Right-of-use asset 10,954 Goodwill 532,391 Intangibles and other assets 446,746 Total fair value of assets acquired $ 1,490,813 Liabilities Accounts payable $ (99,223) Accrued expenses (32,062) Other accrued liabilities (3,741) Customer deposits (1,574) Lease liability, short-term (1,706) Lease liability, long-term (9,248) Deferred tax liabilities (3,100) Other long-term liabilities (56,711) Total fair value of liabilities assumed (207,365) Total Purchase Price, net of cash acquired $ 1,283,448 During the nine months ended November 30, 2022, the Company made adjustments to the assets acquired for Inventories, Property, plant and equipment, Goodwill and Intangibles and other assets. As a result of these changes, for the three months ended November 30, 2022, the Company recorded a net decrease to depreciation and amortization expense of approximately $0.3 million related to prior quarters of fiscal 2023. DAAM Acquisition On February 28, 2022, the Company entered into an agreement to acquire all the outstanding shares of DAAM Galvanizing Co. Ltd. ("DAAM"), a privately held hot-dip galvanizing company based in Edmonton, Alberta Canada, for approximately $35.5 million. DAAM currently operates two galvanizing facilities in Canada; one located in Edmonton, Alberta and a second in Saskatoon, Saskatchewan, as well as a service depot in Calgary, Alberta. The addition of DAAM expanded the Company's geographical coverage in the Northwest and enhanced the scope of metal coatings solutions offered in Canada. The business is included in the Company's AZZ Metal Coatings segment. The goodwill arising from this acquisition was allocated to the AZZ Metal Coatings segment, and the Company estimates that approximately 50% of the goodwill amount is expected to be deductible for income tax purposes. The Company has engaged third-party valuation experts to assist with the purchase price allocation, the recorded valuation of property, plant and equipment, intangible assets and certain other assets and liabilities. Estimates from third-party experts along with the analysis and expertise of management have formed the basis for the allocation. During the three months ended November 30, 2022, the purchase price allocation was finalized. The following table represents the summary of the assets acquired and liabilities assumed, in aggregate, related to the DAAM acquisition, as of the date of the acquisition (in thousands): February 28, 2022 Assets Accounts receivable $ 3,253 Inventories 2,451 Property, plant and equipment 11,462 Goodwill 13,691 Intangibles and other assets 9,975 Liabilities Accounts payable and other accrued liabilities (3,910) Deferred tax liabilities (1,422) Total purchase price $ 35,500 Unaudited Pro Forma Information The following unaudited pro forma financial information for the three and nine months ended November 30, 2022 and 2021 combines the historical results of the Company and the acquisitions of Precoat Metals and DAAM, assuming that the companies were combined as of March 1, 2021 and include business combination accounting effects from the Precoat Acquisition, including amortization charges from acquired intangible assets, depreciation expense on acquired property, plant and equipment, interest expense on the financing transactions used to fund the Precoat Acquisition, acquisition-related transaction costs and tax-related effects. The pro forma information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions of Precoat Metals and DAAM had taken place on March 1, 2021 or of future operating performance. Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Revenue $ 373,301 $ 329,885 $ 1,180,165 $ 972,267 Net income from continuing operations $ 18,439 $ 26,088 $ 49,487 $ 91,956 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Nov. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | In fiscal 2023, the Company continued to execute its plan to divest of non-core businesses. On June 23, 2022, the Company and Fernweh Group LLC ("Fernweh"), jointly entered into a definitive agreement whereby AZZ contributed its AZZ Infrastructure Solutions segment (“AIS”) to AIS Investment Holdings LLC (the “AIS JV”), and sold a 60% interest in the AIS JV to 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 and classified the AIS business as held for sale in the accompanying interim consolidated balance sheets as of August 31, 2022. 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 the second quarter of fiscal 2023, the Company recognized an estimated non-cash, pre-tax loss on disposal of $114.9 million. 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. 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. During the three months ended November 30, 2022, the Company completed the sale of the AIS segment, and recorded an additional pre-tax loss of $45.0 million, which is included in "Loss on disposal of discontinued operations" in the consolidated statements of operations. The additional loss includes $27.8 million from the derecognition of the cumulative translation adjustment related to its investment in foreign entities within the AIS segment, as well as an adjustment of $17.2 million for the change in net assets for the period between August 31, 2022, when the estimated loss was recorded, and September 30, 2022, when the transaction closed. On September 30, 2022, the AIS JV transaction closed; as a result, the joint venture was deconsolidated and 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 9. 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 November 30, 2022 and February 28, 2022, and consist of the following (in thousands): November 30, 2022 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 — 11,219 Customer deposits — 387 Contract liabilities — 42,465 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 three and nine months ended November 30, 2022 and 2021, have been reflected as discontinued operations in the consolidated statements of operations and consist of the following (in thousands): Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Sales $ 42,300 $ 96,654 $ 256,224 $ 282,278 Cost of sales 35,020 77,263 202,707 222,432 Gross margin 7,280 19,391 53,517 59,846 Selling, general and administrative 4,074 10,589 26,186 35,192 Loss on disposal of discontinued operations 45,010 — 159,910 — Operating income (loss) from discontinued operations (41,804) 8,802 (132,579) 24,654 Interest expense 2 2 8 63 Other (income) expense, net 2,002 1,504 6,270 1,468 Income (loss) from discontinued operations before income tax (43,808) 7,296 (138,857) 23,123 Income tax (benefit) expense (4,827) (682) (25,910) (289) Net income (loss) from discontinued operations $ (38,981) $ 7,978 $ (112,947) $ 23,412 Earnings per common share from discontinued operations: Basic earnings (loss) per share $ (1.57) $ 0.32 $ (4.55) $ 0.94 Diluted earnings (loss) per share $ (1.56) $ 0.32 $ (4.52) $ 0.93 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 nine months ended November 30, 2022 and 2021, consists of the following (in thousands): Nine Months Ended November 30, 2022 2021 Amortization and depreciation $ 7,279 $ 5,189 Purchase of property, plant and equipment $ 4,831 $ 3,373 Non-cash loss on disposal of discontinued operations $ 159,910 $ — |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Nov. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by giving effect to the potential dilution that could occur if any potentially dilutive securities were converted into common shares during the period. The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data): Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Numerator: Net income from continuing operations $ 18,439 $ 13,107 $ 58,912 $ 38,988 Dividends on preferred stock (3,600) — (4,640) — Net income from continuing operations available to common shareholders 14,839 13,107 54,272 38,988 Net income (loss) from discontinued operations $ (38,981) $ 7,978 $ (112,947) $ 23,412 Net income (loss) available to common shareholders $ (24,142) $ 21,085 $ (58,675) $ 62,400 Denominator: Weighted average shares outstanding for basic earnings per share 24,867 24,729 24,804 24,910 Effect of dilutive securities: Employee and director stock awards 128 216 180 222 Denominator for diluted earnings per share 24,995 24,945 24,984 25,132 Earnings per common share from continuing operations: Basic earnings per share $ 0.60 $ 0.53 $ 2.19 $ 1.57 Diluted earnings per share $ 0.59 $ 0.53 $ 2.17 $ 1.55 Earnings per common share from discontinued operations: Basic earnings per share $ (1.57) $ 0.32 $ (4.55) $ 0.94 Diluted earnings per share $ (1.56) $ 0.32 $ (4.52) $ 0.93 Earnings per common share: Basic earnings per share $ (0.97) $ 0.85 $ (2.37) $ 2.51 Diluted earnings per share $ (0.97) $ 0.85 $ (2.35) $ 2.48 For the three months ended November 30, 2022 and 2021, 103,403 and 150,171 shares related to stock-based compensation, respectively, were excluded from the calculation of diluted earnings per share because the effect would be anti-dilutive. For the nine months ended November 30, 2022 and 2021, 78,862 and 137,186 shares related to stock-based compensation, respectively, were excluded from the calculation of diluted earnings per share because the effect would be anti-dilutive. In addition, all shares related to the Series A Convertible Preferred Stock (4.1 million shares) were excluded for the three and nine months ended November 30, 2022 because the effect would be anti-dilutive. These shares could be dilutive in future periods. |
Sales
Sales | 9 Months Ended |
Nov. 30, 2022 | |
Revenues [Abstract] | |
Sales | Disaggregated Sales The following table presents disaggregated sales, for continuing operations, by customer industry (in thousands): Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Sales: Construction $ 205,316 $ 32,419 $ 493,573 $ 91,018 Industrial 37,330 28,367 118,457 87,061 Consumer 29,864 — 78,972 — Transportation 33,597 24,315 98,715 75,189 Electrical/Utility 26,131 20,262 69,100 55,402 Other (1) 41,063 29,720 128,328 87,062 Total sales $ 373,301 $ 135,083 $ 987,145 $ 395,732 (1) Other includes less significant markets, such as agriculture, recreation, petro-chem, AZZ Tubular products and sales from recycling and other. See also Note 6 for sales information by operating segment. Contract Assets and Liabilities The timing of sales recognition, billings and cash collections results in accounts receivable, contract assets (unbilled receivables), and contract liabilities (customer advances and deposits) on the consolidated balance sheets, primarily related to the AZZ Precoat Metals segment. The Company periodically receives advances or deposits from customers, before sales are recognized, resulting in contract liabilities. These assets and liabilities are reported on the consolidated balance sheets on a contract-by-contract basis at the end of each reporting period. |
Segments
Segments | 9 Months Ended |
Nov. 30, 2022 | |
Segment Reporting [Abstract] | |
Segments | Segment Information The Company has three distinct operating segments: the AZZ Metal Coatings segment, the AZZ Precoat Metals segment and the AZZ Infrastructure Solutions segment. The AIS Joint Venture agreement discussed in Note 3 resulted in our AZZ Infrastructure Solutions segment being classified within discontinued operations, with the exception of AZZ Crowley Tubing which was retained by the Company and merged into the AZZ Metal Coatings segment. See Note 3 for the results of operations related to the AZZ Infrastructure Solutions segment. For the three and nine months ended November 30, 2022, the Company's investment in the AIS JV is a reportable operating segment. The AZZ Metal Coatings segment provides hot-dip galvanizing, spin galvanizing, powder coating, anodizing and plating, and other metal coating applications to the steel fabrication and other industries through facilities located throughout the United States and Canada. Hot-dip galvanizing is a metallurgical process in which molten zinc reacts to steel. The zinc alloying provides corrosion protection and extends the life-cycle of fabricated steel for several decades. The Tubing business provides small-diameter offset pipe utilized primarily in the energy sector. The AZZ Precoat Metals segment provides aesthetic and corrosion protective coatings and related value-added services for steel and aluminum coil, primarily serving the construction; appliance; heating, ventilation, and air conditioning (HVAC); container; transportation and other end markets in the United States. The AZZ Infrastructure Solutions segment consists of the Company's investment in and equity in earnings of the AIS JV, which provides specialized products and services designed to support primarily industrial and electrical applications. The product offerings include custom switchgear, electrical enclosures, medium and high voltage bus ducts, explosion proof and hazardous duty lighting. The AIS JV also focuses on life-cycle extension for the power generation, refining and industrial infrastructure, through providing automated weld overlay solutions for corrosion and erosion mitigation. Sales and operating income from continuing operations by segment for each period were as follows (in thousands): Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Sales: AZZ Metal Coatings $ 158,274 $ 135,083 $ 487,567 $ 395,732 AZZ Precoat Metals 215,027 — 499,578 — Total sales $ 373,301 $ 135,083 $ 987,145 $ 395,732 Operating income: AZZ Metal Coatings $ 33,546 $ 33,111 $ 123,812 $ 97,072 AZZ Precoat Metals 21,053 — 63,914 — Corporate (1) (9,206) (11,821) (50,283) (34,395) Total operating income from continuing operations $ 45,393 $ 21,290 $ 137,443 $ 62,677 (1) Includes expenditures of $15.2 million for the nine months ended November 30, 2022, directly related to the Precoat Acquisition and the divestiture of the AZZ Infrastructure Solutions operating segment. There were no such expenditures for the three months ended November 30, 2022. Asset balances by operating segment for each period were as follows (in thousands): November 30, 2022 February 28, 2022 Total assets: AZZ Metal Coatings $ 579,830 $ 578,885 AZZ Precoat Metals 1,484,074 — AZZ Infrastructure Solutions - Investment in Joint Venture 82,420 — Corporate 53,150 46,266 Discontinued operations: AZZ Infrastructure Solutions — 507,876 Total $ 2,199,474 $ 1,133,027 Financial Information About Geographical Areas The following table presents sales by geographic region for each period (in thousands): Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Sales: United States $ 363,660 $ 127,462 $ 951,855 $ 370,910 International 9,641 7,621 35,290 24,822 Total $ 373,301 $ 135,083 $ 987,145 $ 395,732 The following table presents fixed assets by geographic region for each period (in thousands): November 30, 2022 February 28, 2022 Property, plant and equipment, net: United States $ 471,279 $ 167,634 Canada 20,088 25,724 Total $ 491,367 $ 193,358 Investments in Unconsolidated Entity On September 30, 2022, the Company entered into a joint venture with Fernweh Group LLC ("Fernweh"), whereby AZZ contributed its AZZ Infrastructure Solutions segment (“AIS”) to AIS Investment Holdings LLC (the “AIS JV”), and sold a 60% interest in the AIS JV to Fernweh. The Company's investment in the AIS JV was $82.4 million at November 30, 2022. The Company recognized equity in earnings of unconsolidated entities of $1.0 million for the three and nine months ended November 30, 2022. See Note 7 for further discussion of the Company's investment in the AIS JV. |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 9 Months Ended |
Nov. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Entities | AZZ Infrastructure Solutions (AIS) Joint Venture On September 30, 2022, the Company and Fernweh Group LLC ("Fernweh") closed on the transaction whereby AZZ contributed its AZZ Infrastructure Solutions segment (“AIS”) to AIS Investment Holdings LLC (the “AIS JV”), and sold a 60% controlling interest in the AIS JV to Fernweh at an implied enterprise value of AIS of $300.0 million. The AIS JV operates under the name "Avail Infrastructure Solutions" ("AVAIL"). As a result of the transaction, AIS is deconsolidated and the Company's retained 40% interest in the AVAIL joint venture is accounted for under the equity method of accounting. The proceeds from the sale included 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 divestiture of AZZ’s controlling interest. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Nov. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Interest Rate Swap Derivative We manage our exposure to fluctuations in interest rates using a mix of fixed and variable-rate debt. We utilize fixed-rate interest rate swap agreements to change the variable interest rate to a fixed rate on a portion of our variable-rate debt. On September 27, 2022, the Company entered into a fixed-rate interest rate swap agreement with banks that are parties to the 2021 Credit Agreement, amended on October 7, 2022, to change the SOFR-based component of the interest rate on a portion of the Company's variable-rate debt to a fixed rate of 4.277%, resulting in a total fixed rate of 8.627% (the “2022 Swap”). The 2022 Swap had an initial notional amount of $550.0 million and a maturity date of September 30, 2025. The notional amount of the interest rate swap decreases each quarter by a pro-rata portion of the principal payments made on the Term Loan B. The objective of the 2022 Swap is to eliminate the variability of cash flows in interest payments attributable to changes in benchmark one-month SOFR interest rates, for approximately one-half of the total amount of our variable-rate debt. The hedged risk is the interest rate risk exposure to changes in interest payments, attributable to changes in benchmark one-month SOFR interest rates over the interest rate swap term. The changes in cash flows of the interest rate swap are expected to exactly offset changes in cash flows of the variable-rate debt. The Company designated the 2022 Swap as a cash flow hedge at inception. Cash settlements of the 2022 Swap are recognized in interest expense. At November 30, 2022, changes in fair value attributable to the effective portion of the 2022 Swap were included on the condensed consolidated balance sheet in accumulated other comprehensive income. For derivative instruments that qualify for |
Debt
Debt | 9 Months Ended |
Nov. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | The Company's debt consisted of the following for each of the periods presented (in thousands): November 30, 2022 February 28, 2022 Revolving Credit Facility $ 10,000 $ 77,000 2020 Senior Notes — 150,000 Term Loan B 1,083,500 — Total debt, gross 1,093,500 227,000 Unamortized debt issuance costs (69,852) (516) Total debt, net 1,023,648 226,484 Less amount due within one year (13,000) — Total debt due after one year, net $ 1,010,648 $ 226,484 2021 Credit Agreement On July 8, 2021, the Company entered into a five-year unsecured revolving credit facility under a credit agreement, by and among the Company, borrower, Citibank, N.A., as administrative agent and the other agents and lender parties thereto (the “2021 Credit Agreement”). The 2021 Credit Agreement was scheduled to mature in July 2026 and included the following significant terms; i. provided for a senior unsecured revolving credit facility with a principal amount of up to $400.0 million of revolving loan commitments, and includes an additional $200.0 million uncommitted incremental accordion facility; ii. interest rate margin ranges from 87.5 bps to 175 bps for Eurodollar Rate loans, and from 0.0 bps to 75 bps for Base Rate loans, depending on the leverage ratio of the Company and its consolidated subsidiaries as a group; iii. included a letter of credit sub-facility up to $85.0 million for the issuance of standby and commercial letters of credit; iv. included a $50.0 million sublimit for swing line loans; v. included customary representations and warranties, affirmative covenants and negative covenants, and events of default; including restrictions on incurrence of non-ordinary course debt, investment and dividends, subject to various exceptions, carve-outs and baskets, and; vi. included a maximum leverage ratio financial covenant and an interest coverage ratio financial covenant, each to be tested at each quarter-end; On May 13, 2022, the 2021 Credit Agreement was repaid with proceeds from the 2022 Credit Agreement, which is described below. 2022 Credit Agreement and Term Loan B On May 13, 2022, the Company replaced the 2021 Credit Agreement with a new Credit Agreement (the "2022 Credit Agreement") by and among the Company, borrower, Citibank, N.A., as administrative and collateral agent, and the other agents and lender parties thereto the 2022 Credit Agreement. The 2022 Credit Agreement includes the following significant terms; i. provides for a senior secured initial term loan in the aggregate principal amount of $1.1 billion (the "Term Loan B"), due May 13, 2029, which is secured by substantially all of the assets of the Company; ii. provides for a senior secured revolving credit facility in the aggregate principal amount of $400.0 million (the "Revolving Credit Facility"), due May 13, 2027; iii. includes a letter of credit sub-facility of up to $100.0 million, which is part of, and not in addition to, the Revolving Credit Facility; iv. borrowings under the Term Loan B and the Revolving Credit Facility each bear an interest rate of Secured Overnight Financing Rate ("SOFR") plus 4.25%; v. includes customary affirmative and negative covenants, and events of default; including restrictions on the incurrence of non-ordinary course debt, investment and dividends, subject to various exceptions, and; vi. includes a maximum quarterly leverage ratio financial covenant and an interest coverage ratio financial covenant, with reporting requirements at each quarter-end; The Company utilizes proceeds from the Revolving Credit Facility primarily to finance working capital needs, capital improvements, dividends, acquisitions and for general corporate purposes. The proceeds of the Term Loan B were used to finance a portion of the Precoat Acquisition, pay transaction-related costs owed under the Securities Purchase Agreement (defined below) and refinance certain prior indebtedness, including the repayment of outstanding borrowings under the 2021 Credit Agreement. The proceeds were also utilized to redeem 100% of the Company’s 2020 Senior Notes on June 6, 2022. Outstanding principal of the Term Loan B is payable on the last business day of each May, August, November and February, beginning August 31, 2022, in a quarterly aggregate principal amount of $3.25 million, with the entire remaining principal amount due on May 13, 2029, the maturity date. The interest rate for the Revolving Credit Facility and the Term Loan B was 8.53% at November 30, 2022. The Company's credit agreement requires the Company to maintain a maximum Total Net Leverage Ratio (as defined in the loan agreement) no greater than 6.25 through November 2022. For each subsequent quarter, the maximum ratio decreases by 25 basis points through May 31, 2024, when the maximum Total Net Leverage Ratio reaches 4.5. Convertible Subordinated Notes On May 13, 2022, the Company completed the issuance of $240.0 million aggregate principal amount of 6.00% convertible subordinated notes due June 30, 2030 (the "Convertible Notes") pursuant to the Securities Purchase Agreement (the "Securities Purchase Agreement") with BTO Pegasus Holdings DE L.P., a Delaware limited partnership (together with its assignees, "Blackstone"), an investment vehicle of funds affiliated with Blackstone Inc. Interest on the Convertible Notes was payable on June 30 and December 31. The Convertible Notes were exchanged for 240,000 shares of the Company's 6.0% Series A Convertible Preferred Stock on August 5, 2022, following the receipt of shareholder approval for the issuance of preferred shares. See Note 13 for a description of the Series A Convertible Preferred Stock. The Company used the proceeds of the Convertible Notes, along with the Term Loan B, to fund the Company’s Precoat Acquisition. The Company's debt agreements require the Company to maintain certain affirmative and negative covenants. As of November 30, 2022, the Company was in compliance with all covenants and other requirements set forth in the debt agreements. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Nov. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Recurring Fair Value Measurements In accordance with ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), certain of the Company’s assets and liabilities, which are carried at fair value, are classified in one of the following three categories: • Level 1: Quoted market prices in active markets for identical assets or liabilities. • Level 2: Observable market-based inputs, other than Level 1, or unobservable inputs that are corroborated by market data. • Level 3: Unobservable inputs that are not corroborated by market data and reflect the Company’s own assumptions. The Company’s derivative instrument consists of an interest rate swap contract, which is a Level 2 of the fair value hierarchy and reported in the condensed consolidated balance sheet as of December 31, 2021 as derivative liabilities current and derivative liabilities long-term. See Note 8 for more information. The Company’s financial instrument that is measured at fair value on a recurring basis as of November 30, 2022 and February 28, 2022 is as follows (dollars in thousands): November 30, Fair Value Measurements Using February 28, Fair Value Measurements Using 2022 Level 1 Level 2 Level 3 2022 Level 1 Level 2 Level 3 Interest rate swap agreement $ (3,512) $ — $ (3,512) $ — $ — $ — $ — $ — |
Leases
Leases | 9 Months Ended |
Nov. 30, 2022 | |
Leases [Abstract] | |
Leases | The Company is a lessee under various leases for facilities and equipment. As of November 30, 2022, the Company was the lessee for 167 operating leases with terms of 12 months or more and 15 finance leases. Many of the operating leases either have renewal options of between one and five years or convert to month-to-month agreements at the end of the specified lease term. The Company’s operating leases are primarily for (i) operating facilities, (ii) vehicles and equipment used in operations, (iii) facilities used for back-office functions, (iv) equipment used for back-office functions, and (v) temporary storage. The majority of the Company’s long-term lease expenses have both a fixed and variable component. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company has a significant number of short-term leases, including month-to-month agreements, some of which continue in perpetuity until the lessor or the Company terminates the lease agreement. The Company's short-term lease agreements include expenses incurred hourly, daily, monthly and for other durations for a time period of one year or less. The Company’s future lease commitments as of November 30, 2022 do not reflect the entirety of the Company’s short-term lease commitments. The following table outlines, for the Company's continuing operations, the classification of the Company's right-of-use assets and lease liabilities in the consolidated balance sheets as of November 30, 2022 and fiscal year end 2022 (in thousands): Balance Sheet Classification November 30, 2022 February 28, 2022 Assets Right-of-use assets Right-of-use assets $ 24,248 $ 13,954 Liabilities Operating lease liabilities ― ST Lease liability - short-term 5,199 3,131 Operating lease liabilities ― LT Lease liability - long-term 18,971 10,798 Finance lease liabilities ― ST Lease liability - short-term 200 158 Finance lease liabilities ― LT Lease liability - long-term 702 605 Supplemental non-cash information related to the Company's portfolio of operating leases was as follows (in thousands): Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Operating cash flows from operating leases included in lease liabilities $ 2,862 $ 2,338 $ 8,069 $ 6,780 Lease liabilities obtained from new ROU assets - operating 2,396 376 4,938 13,646 Operating and financing cash flows from financing leases included in lease liabilities 70 37 182 74 Lease liabilities obtained from new ROU assets - financing — 348 398 362 November 30, 2022 February 28, 2022 Weighted-average remaining lease term - operating leases (years) 7.03 7.90 Weighted-average discount rate - operating leases 4.72 % 4.56 % Weighted-average remaining lease term - financing leases (years) 4.45 4.73 Weighted-average discount rate - financing leases 4.12 % 2.95 % The following table outlines the classification of lease expense related to operating leases from continuing operations, in the statements of operations (in thousands): Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Cost of sales $ 3,306 $ 1,858 $ 8,590 $ 5,073 Selling, general and administrative 494 339 1,435 939 Total lease expense $ 3,800 $ 2,197 $ 10,025 $ 6,012 As of November 30, 2022, maturities of the Company's lease liabilities, excluding lease liabilities associated with our discontinued operations, were as follows (in thousands): Fiscal year: Operating Leases Finance Leases Total 2023 $ 1,595 $ 58 $ 1,653 2024 5,978 232 6,210 2025 5,410 232 5,642 2026 4,634 188 4,822 2027 3,784 163 3,947 Thereafter 5,624 118 5,742 Total lease payments 27,025 991 28,016 Less imputed interest (2,855) (89) (2,944) Total $ 24,170 $ 902 $ 25,072 |
Income Taxes
Income Taxes | 9 Months Ended |
Nov. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | The following table outlines income or loss and the related tax expense (benefit) from discontinued operations for the three and nine months ended November 30, 2022 and 2021 (in thousands): Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Income from discontinued operations before income taxes $ 1,202 $ 7,296 $ 21,053 $ 23,123 Income tax (expense) benefit (133) 682 (3,927) 289 Income from discontinued operations, net of tax $ 1,069 $ 7,978 $ 17,126 $ 23,412 Loss on disposal of discontinued operations $ (45,010) $ — $ (159,910) $ — Income tax benefit 4,960 — 29,837 — Loss on disposal of discontinued operations, net of tax $ (40,050) $ — $ (130,073) $ — The provision for income taxes from continuing operations reflects an effective tax rate of 11.7% for the three months ended November 30, 2022, compared to 33.6% for the three months ended November 30, 2021. The decrease in the effective tax rate was primarily attributable to the tax benefit from an outside basis difference between book and tax in the Company's investment in the AIS JV. The provision for income taxes from discontinued operations reflects an effective tax rate of 11.0% for the three months ended November 30, 2022, compared to (9.3)% for the three months ended November 30, 2021. The increase is related to an unfavorable permanent adjustment for cumulative translation adjustment that, for tax purposes, is non-deductible. For the nine months ended November 30, 2022, the effective tax rate from continuing operations was 23.8%, compared to 32.5% for the prior year comparable period. The decrease in the effective tax rate is the result of unfavorable adjustments related to uncertain tax positions recorded in the prior year comparable period and to the tax benefit from an outside basis difference between book and tax in the Company's investment in the AIS JV. The provision for income taxes from discontinued operations reflects an effective tax rate of 18.7% for the nine months ended November 30, 2022, compared to (1.2)% for the nine months ended November 30, 2021. The increase is related to an unfavorable permanent adjustment for cumulative translation adjustment that, for tax purposes, is non-deductible. |
Equity
Equity | 9 Months Ended |
Nov. 30, 2022 | |
Equity [Abstract] | |
Equity | 2020 Share Authorization On November 10, 2020, the Company's Board of Directors authorized a $100 million share repurchase program, pursuant to which the Company may repurchase its common stock (the “2020 Share Authorization”). Repurchases under the 2020 Share Authorization will be made through open market and/or private transactions, in accordance with applicable federal securities laws, and could include repurchases pursuant to Rule 10b5-1 trading plans, which allows stock repurchases when the Company might otherwise be precluded from doing so. During the nine months ended November 30, 2022, to prioritize repayments of debt, including debt incurred to finance the Precoat Acquisition, the Company did not repurchase shares of common stock under the 2020 Share Authorization. During the nine months ended November 30, 2021, the Company repurchased 564,300 shares of common stock for $28.9 million, or $51.16 per share. Series A Convertible Preferred Stock On August 5, 2022, the Company exchanged the Convertible Notes for 240,000 shares of 6.0% Series A Convertible Preferred Stock, following the receipt of shareholder approval for the issuance of preferred stock. The Series A Convertible Preferred Stock is convertible by the holder at any time into shares of the Company's common stock at a conversion price of $58.30 per common share. The preferred stock accumulates a 6.0% dividend per annum. Dividends are payable quarterly on March 31, June 30, September 30 and December 31 of each year. In addition, the preferred shares are subject to a minimum conversion threshold of 1,000 shares per conversion, and customary anti-dilution and dividend adjustments. The preferred shares have full voting rights as if converted and have a fully participating liquidation preference. As of November 30, 2022, the 240,000 shares of outstanding Series A Convertible Preferred Stock had accrued dividends of $4.6 million and could be converted into 4.1 million shares of common stock, at the option of the holder. As of February 28, 2022, there were no shares of outstanding preferred stock and no accrued dividends. |
Defined Benefit Pension Plan
Defined Benefit Pension Plan | 9 Months Ended |
Nov. 30, 2022 | |
Retirement Benefits [Abstract] | |
Defined Benefit Pension Plan | In the Company's Precoat Metals segment, certain employees participate in a defined benefit pension plan sponsored and administered by the Company. The pension plan calls for benefits to be paid to eligible employees at retirement, based primarily upon years of service and compensation rates near retirement. The plan is closed to new participants, while those participants already in the plan continue to accrue benefits. In conjunction with the acquisition of Precoat Metals, the Company assumed an accumulated benefit obligation in excess of related plan assets associated with the defined benefit pension plan of $31.6 million, which is included in "Other long-term liabilities" in the consolidated balance sheets. The Plan has been frozen to new participants, and supports existing employees of AZZ Precoat Metals and other participating employees. See Note 2 for a discussion of the acquisition of Precoat Metals. |
Assets Held for Sale
Assets Held for Sale | 9 Months Ended |
Nov. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | In fiscal 2023, the Company continued to execute its plan to divest of non-core businesses. On June 23, 2022, the Company and Fernweh Group LLC ("Fernweh"), jointly entered into a definitive agreement whereby AZZ contributed its AZZ Infrastructure Solutions segment (“AIS”) to AIS Investment Holdings LLC (the “AIS JV”), and sold a 60% interest in the AIS JV to 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 and classified the AIS business as held for sale in the accompanying interim consolidated balance sheets as of August 31, 2022. 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 the second quarter of fiscal 2023, the Company recognized an estimated non-cash, pre-tax loss on disposal of $114.9 million. 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. 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. During the three months ended November 30, 2022, the Company completed the sale of the AIS segment, and recorded an additional pre-tax loss of $45.0 million, which is included in "Loss on disposal of discontinued operations" in the consolidated statements of operations. The additional loss includes $27.8 million from the derecognition of the cumulative translation adjustment related to its investment in foreign entities within the AIS segment, as well as an adjustment of $17.2 million for the change in net assets for the period between August 31, 2022, when the estimated loss was recorded, and September 30, 2022, when the transaction closed. On September 30, 2022, the AIS JV transaction closed; as a result, the joint venture was deconsolidated and 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 9. 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 November 30, 2022 and February 28, 2022, and consist of the following (in thousands): November 30, 2022 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 — 11,219 Customer deposits — 387 Contract liabilities — 42,465 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 three and nine months ended November 30, 2022 and 2021, have been reflected as discontinued operations in the consolidated statements of operations and consist of the following (in thousands): Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Sales $ 42,300 $ 96,654 $ 256,224 $ 282,278 Cost of sales 35,020 77,263 202,707 222,432 Gross margin 7,280 19,391 53,517 59,846 Selling, general and administrative 4,074 10,589 26,186 35,192 Loss on disposal of discontinued operations 45,010 — 159,910 — Operating income (loss) from discontinued operations (41,804) 8,802 (132,579) 24,654 Interest expense 2 2 8 63 Other (income) expense, net 2,002 1,504 6,270 1,468 Income (loss) from discontinued operations before income tax (43,808) 7,296 (138,857) 23,123 Income tax (benefit) expense (4,827) (682) (25,910) (289) Net income (loss) from discontinued operations $ (38,981) $ 7,978 $ (112,947) $ 23,412 Earnings per common share from discontinued operations: Basic earnings (loss) per share $ (1.57) $ 0.32 $ (4.55) $ 0.94 Diluted earnings (loss) per share $ (1.56) $ 0.32 $ (4.52) $ 0.93 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 nine months ended November 30, 2022 and 2021, consists of the following (in thousands): Nine Months Ended November 30, 2022 2021 Amortization and depreciation $ 7,279 $ 5,189 Purchase of property, plant and equipment $ 4,831 $ 3,373 Non-cash loss on disposal of discontinued operations $ 159,910 $ — |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Nov. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Legal The Company and its subsidiaries are named defendants and plaintiffs in various routine lawsuits incidental to its business. These proceedings include labor and employment claims, worker’s compensation, environmental matters, and various commercial disputes including certain breach of contract claims, all of which arise in the normal course of conducting business. As discovery progresses on all outstanding legal matters, the Company continuously evaluates opportunities to either settle the disputes for nuisance value or potentially enter into mediation as a way to resolve the disputes prior to trial. As the pending cases progress through additional discovery, including expert testimony and mediation, our assessment of the likelihood of an unfavorable outcome on one or more of the pending lawsuits may change. The outcome of these lawsuits or other proceedings cannot be predicted with 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 these 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. Environmental The Company assumed certain environmental liabilities as part of the Precoat Acquisition described in Note 2. As of November 30, 2022, t he reserve balance for environmental liabilities was $22.0 million, of which $1.5 million is classified as current. Environmental remediation liabilities include costs directly associated with site investigation and clean up, such as materials, external contractor costs, legal and consulting expenses and incremental internal costs directly related to onging remediation plans. Estimates used to record environmental remediation liabilities are based on the Company's best estimate of probable future costs based on site-specific facts and circumstances known at the time of the estimate and these estimates are updated on a quarterly basis. Estimates of the cost for the potential or ongoing remediation plans are developed using internal resources and third-party environmental engineers and consultants. The Company accrues the anticipated cost of environmental remediation when the obligation is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. While any revisions to the Company's environmental remediation liabilities could be material to the operating results of any fiscal quarter or fiscal year, the Company does not expect such additional remediation expenses to have an adverse material effect on its financial position, results of operations, or cash flows. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Nov. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events [OPEN] |
The Company and Basis of Pres_2
The Company and Basis of Presentation (Policies) | 9 Months Ended |
Nov. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Basis of Presentation | 1. The Company and Basis of Presentation AZZ Inc. (“AZZ”, the “Company”, "our" or “we”) was established in 1956 and incorporated under the laws of the state of Texas. The Company is the leading independent provider of hot-dip galvanizing and coil coating solutions to a broad array of markets and customers, predominantly in North America. On May 13, 2022, the Company completed the acquisition of the Precoat Metals business division (“Precoat Metals”) of Sequa Corporation (“Sequa”), a portfolio company owned by Carlyle, a global private equity firm. See Notes 2 and 14 for further discussion about Precoat. As a result of the Precoat Acquisition, the Company changed its reportable segments, and added AZZ Precoat Metals as a new reportable segment. See Note 6 for more information about the Company's operating segments. The Company has three distinct operating segments: the AZZ Metal Coatings segment, the AZZ Precoat Metals segment and the AZZ Infrastructure Solutions segment. AZZ Metal Coatings provides hot-dip galvanizing, spin galvanizing, powder coating, anodizing and plating, and other metal coating applications to the steel fabrication and other industries through 41 galvanizing plants and six surface technologies plants located in the United States and Canada. AZZ Precoat Metals provides advanced applications of protective and decorative coatings and related value-added services for steel and aluminum coil, primarily serving the construction; appliance; heating, ventilation, and air conditioning (HVAC); container; transportation and other end markets. AZZ Precoat Metals operates through 13 plants located in the United States. AZZ Infrastructure Solutions is dedicated to delivering safe and reliable transmission of power from generation sources to end customers, and automated weld overlay solutions for corrosion and erosion mitigation to critical infrastructure in markets worldwide. As discussed in Note 3, on September 30, 2022, the Company consummated a transaction whereby the Company contributed its AZZ Infrastructure Solutions business, excluding AZZ Crowley Tubing, to a joint venture and sold a 60% interest in the joint venture to Fernweh AIS Acquisition LP. The AZZ Infrastructure Solutions segment is reported as discontinued operations, and financial data for the segment has been segregated and presented as discontinued operations for all periods presented. See Note 3 and Note 7 for additional information about the Company's discontinued operations and consummation of the joint venture. Presentation The accompanying condensed consolidated balance sheet as of February 28, 2022 was derived from audited financial statements. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. These financial statements should be read in conjunction with the audited financial statements and related notes for the fiscal year ended February 28, 2022, included in the Company’s Annual Report on Form 10-K covering such period. Certain previously reported amounts have been reclassified to conform to current period presentation. See Note 3 for more information about results of operations reported in discontinued operations in the consolidated balance sheets, statements of operations and statements of cash flows as of and for the three and nine months ended November 30, 2022 and as of February 28, 2022. The Company's fiscal year ends on the last day of February and is identified as the fiscal year for the calendar year in which it ends. For example, the fiscal year ending February 28, 2023 is referred to as fiscal 2023. |
Recently Adopted Accounting Pronouncements And Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. ("ASU") 2021-08, Business combinations (Topic 805): Accounting for Contract Assets and Contract liabilities from Contracts with Customers (ASU 2021-08"), which requires contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606") at the acquisition date as if the acquirer had originated the contracts rather than adjust them to fair value. The standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU 2021-08 during the first quarter of fiscal 2023. The adoption of ASU 2021-08 did not have a material impact on the Company's financial condition, results of operations or cash flows as of November 30, 2022, including the acquisition of Precoat Metals during the first quarter of fiscal 2023. In March 2020 and as clarified in January 2021, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. An entity may elect to apply the amendments on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date between March 12, 2020 and December 31, 2022. The Company continues to evaluate its contracts and transactions for the potential application of ASU 2020-04, but there has been no material impact to its financial condition, results of operations, or cash flows as of November 30, 2022. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Nov. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table represents the preliminary summary of the assets acquired and liabilities assumed, in aggregate, related to the Precoat Acquisition, as of the date of the acquisition (in thousands): May 13, 2022 Assets Accounts receivable $ 77,422 Inventories 43,369 Contract assets 70,731 Prepaid expenses and other 2,245 Property, plant and equipment 306,953 Right-of-use asset 10,954 Goodwill 532,391 Intangibles and other assets 446,746 Total fair value of assets acquired $ 1,490,813 Liabilities Accounts payable $ (99,223) Accrued expenses (32,062) Other accrued liabilities (3,741) Customer deposits (1,574) Lease liability, short-term (1,706) Lease liability, long-term (9,248) Deferred tax liabilities (3,100) Other long-term liabilities (56,711) Total fair value of liabilities assumed (207,365) Total Purchase Price, net of cash acquired $ 1,283,448 The following table represents the summary of the assets acquired and liabilities assumed, in aggregate, related to the DAAM acquisition, as of the date of the acquisition (in thousands): February 28, 2022 Assets Accounts receivable $ 3,253 Inventories 2,451 Property, plant and equipment 11,462 Goodwill 13,691 Intangibles and other assets 9,975 Liabilities Accounts payable and other accrued liabilities (3,910) Deferred tax liabilities (1,422) Total purchase price $ 35,500 |
Business Acquisition, Pro Forma Information | The pro forma information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions of Precoat Metals and DAAM had taken place on March 1, 2021 or of future operating performance. Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Revenue $ 373,301 $ 329,885 $ 1,180,165 $ 972,267 Net income from continuing operations $ 18,439 $ 26,088 $ 49,487 $ 91,956 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Nov. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The assets and liabilities have been reflected as discontinued operations in the consolidated balance sheets as of November 30, 2022 and February 28, 2022, and consist of the following (in thousands): November 30, 2022 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 — 11,219 Customer deposits — 387 Contract liabilities — 42,465 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 three and nine months ended November 30, 2022 and 2021, have been reflected as discontinued operations in the consolidated statements of operations and consist of the following (in thousands): Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Sales $ 42,300 $ 96,654 $ 256,224 $ 282,278 Cost of sales 35,020 77,263 202,707 222,432 Gross margin 7,280 19,391 53,517 59,846 Selling, general and administrative 4,074 10,589 26,186 35,192 Loss on disposal of discontinued operations 45,010 — 159,910 — Operating income (loss) from discontinued operations (41,804) 8,802 (132,579) 24,654 Interest expense 2 2 8 63 Other (income) expense, net 2,002 1,504 6,270 1,468 Income (loss) from discontinued operations before income tax (43,808) 7,296 (138,857) 23,123 Income tax (benefit) expense (4,827) (682) (25,910) (289) Net income (loss) from discontinued operations $ (38,981) $ 7,978 $ (112,947) $ 23,412 Earnings per common share from discontinued operations: Basic earnings (loss) per share $ (1.57) $ 0.32 $ (4.55) $ 0.94 Diluted earnings (loss) per share $ (1.56) $ 0.32 $ (4.52) $ 0.93 Nine Months Ended November 30, 2022 2021 Amortization and depreciation $ 7,279 $ 5,189 Purchase of property, plant and equipment $ 4,831 $ 3,373 Non-cash loss on disposal of discontinued operations $ 159,910 $ — The following table outlines income or loss and the related tax expense (benefit) from discontinued operations for the three and nine months ended November 30, 2022 and 2021 (in thousands): Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Income from discontinued operations before income taxes $ 1,202 $ 7,296 $ 21,053 $ 23,123 Income tax (expense) benefit (133) 682 (3,927) 289 Income from discontinued operations, net of tax $ 1,069 $ 7,978 $ 17,126 $ 23,412 Loss on disposal of discontinued operations $ (45,010) $ — $ (159,910) $ — Income tax benefit 4,960 — 29,837 — Loss on disposal of discontinued operations, net of tax $ (40,050) $ — $ (130,073) $ — |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Nov. 30, 2022 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted earnings per share | The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data): Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Numerator: Net income from continuing operations $ 18,439 $ 13,107 $ 58,912 $ 38,988 Dividends on preferred stock (3,600) — (4,640) — Net income from continuing operations available to common shareholders 14,839 13,107 54,272 38,988 Net income (loss) from discontinued operations $ (38,981) $ 7,978 $ (112,947) $ 23,412 Net income (loss) available to common shareholders $ (24,142) $ 21,085 $ (58,675) $ 62,400 Denominator: Weighted average shares outstanding for basic earnings per share 24,867 24,729 24,804 24,910 Effect of dilutive securities: Employee and director stock awards 128 216 180 222 Denominator for diluted earnings per share 24,995 24,945 24,984 25,132 Earnings per common share from continuing operations: Basic earnings per share $ 0.60 $ 0.53 $ 2.19 $ 1.57 Diluted earnings per share $ 0.59 $ 0.53 $ 2.17 $ 1.55 Earnings per common share from discontinued operations: Basic earnings per share $ (1.57) $ 0.32 $ (4.55) $ 0.94 Diluted earnings per share $ (1.56) $ 0.32 $ (4.52) $ 0.93 Earnings per common share: Basic earnings per share $ (0.97) $ 0.85 $ (2.37) $ 2.51 Diluted earnings per share $ (0.97) $ 0.85 $ (2.35) $ 2.48 |
Sales (Tables)
Sales (Tables) | 9 Months Ended |
Nov. 30, 2022 | |
Revenues [Abstract] | |
Disaggregation of Revenue | Disaggregated Sales The following table presents disaggregated sales, for continuing operations, by customer industry (in thousands): Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Sales: Construction $ 205,316 $ 32,419 $ 493,573 $ 91,018 Industrial 37,330 28,367 118,457 87,061 Consumer 29,864 — 78,972 — Transportation 33,597 24,315 98,715 75,189 Electrical/Utility 26,131 20,262 69,100 55,402 Other (1) 41,063 29,720 128,328 87,062 Total sales $ 373,301 $ 135,083 $ 987,145 $ 395,732 (1) Other includes less significant markets, such as agriculture, recreation, petro-chem, AZZ Tubular products and sales from recycling and other. |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Nov. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Sales and operating income from continuing operations by segment for each period were as follows (in thousands): Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Sales: AZZ Metal Coatings $ 158,274 $ 135,083 $ 487,567 $ 395,732 AZZ Precoat Metals 215,027 — 499,578 — Total sales $ 373,301 $ 135,083 $ 987,145 $ 395,732 Operating income: AZZ Metal Coatings $ 33,546 $ 33,111 $ 123,812 $ 97,072 AZZ Precoat Metals 21,053 — 63,914 — Corporate (1) (9,206) (11,821) (50,283) (34,395) Total operating income from continuing operations $ 45,393 $ 21,290 $ 137,443 $ 62,677 (1) Includes expenditures of $15.2 million for the nine months ended November 30, 2022, directly related to the Precoat Acquisition and the divestiture of the AZZ Infrastructure Solutions operating segment. There were no such expenditures for the three months ended November 30, 2022. |
Reconciliation of Assets from Segment to Consolidated | Asset balances by operating segment for each period were as follows (in thousands): November 30, 2022 February 28, 2022 Total assets: AZZ Metal Coatings $ 579,830 $ 578,885 AZZ Precoat Metals 1,484,074 — AZZ Infrastructure Solutions - Investment in Joint Venture 82,420 — Corporate 53,150 46,266 Discontinued operations: AZZ Infrastructure Solutions — 507,876 Total $ 2,199,474 $ 1,133,027 |
Revenue from External Customers by Geographic Areas | The following table presents sales by geographic region for each period (in thousands): Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Sales: United States $ 363,660 $ 127,462 $ 951,855 $ 370,910 International 9,641 7,621 35,290 24,822 Total $ 373,301 $ 135,083 $ 987,145 $ 395,732 |
Long-lived Assets by Geographic Areas | The following table presents fixed assets by geographic region for each period (in thousands): November 30, 2022 February 28, 2022 Property, plant and equipment, net: United States $ 471,279 $ 167,634 Canada 20,088 25,724 Total $ 491,367 $ 193,358 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Nov. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company's debt consisted of the following for each of the periods presented (in thousands): November 30, 2022 February 28, 2022 Revolving Credit Facility $ 10,000 $ 77,000 2020 Senior Notes — 150,000 Term Loan B 1,083,500 — Total debt, gross 1,093,500 227,000 Unamortized debt issuance costs (69,852) (516) Total debt, net 1,023,648 226,484 Less amount due within one year (13,000) — Total debt due after one year, net $ 1,010,648 $ 226,484 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Nov. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The Company’s financial instrument that is measured at fair value on a recurring basis as of November 30, 2022 and February 28, 2022 is as follows (dollars in thousands): November 30, Fair Value Measurements Using February 28, Fair Value Measurements Using 2022 Level 1 Level 2 Level 3 2022 Level 1 Level 2 Level 3 Interest rate swap agreement $ (3,512) $ — $ (3,512) $ — $ — $ — $ — $ — |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Nov. 30, 2022 | |
Leases [Abstract] | |
Lease, Cost | The following table outlines, for the Company's continuing operations, the classification of the Company's right-of-use assets and lease liabilities in the consolidated balance sheets as of November 30, 2022 and fiscal year end 2022 (in thousands): Balance Sheet Classification November 30, 2022 February 28, 2022 Assets Right-of-use assets Right-of-use assets $ 24,248 $ 13,954 Liabilities Operating lease liabilities ― ST Lease liability - short-term 5,199 3,131 Operating lease liabilities ― LT Lease liability - long-term 18,971 10,798 Finance lease liabilities ― ST Lease liability - short-term 200 158 Finance lease liabilities ― LT Lease liability - long-term 702 605 Supplemental non-cash information related to the Company's portfolio of operating leases was as follows (in thousands): Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Operating cash flows from operating leases included in lease liabilities $ 2,862 $ 2,338 $ 8,069 $ 6,780 Lease liabilities obtained from new ROU assets - operating 2,396 376 4,938 13,646 Operating and financing cash flows from financing leases included in lease liabilities 70 37 182 74 Lease liabilities obtained from new ROU assets - financing — 348 398 362 November 30, 2022 February 28, 2022 Weighted-average remaining lease term - operating leases (years) 7.03 7.90 Weighted-average discount rate - operating leases 4.72 % 4.56 % Weighted-average remaining lease term - financing leases (years) 4.45 4.73 Weighted-average discount rate - financing leases 4.12 % 2.95 % The following table outlines the classification of lease expense related to operating leases from continuing operations, in the statements of operations (in thousands): Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Cost of sales $ 3,306 $ 1,858 $ 8,590 $ 5,073 Selling, general and administrative 494 339 1,435 939 Total lease expense $ 3,800 $ 2,197 $ 10,025 $ 6,012 |
Lessee, Operating Lease, Liability, Maturity | As of November 30, 2022, maturities of the Company's lease liabilities, excluding lease liabilities associated with our discontinued operations, were as follows (in thousands): Fiscal year: Operating Leases Finance Leases Total 2023 $ 1,595 $ 58 $ 1,653 2024 5,978 232 6,210 2025 5,410 232 5,642 2026 4,634 188 4,822 2027 3,784 163 3,947 Thereafter 5,624 118 5,742 Total lease payments 27,025 991 28,016 Less imputed interest (2,855) (89) (2,944) Total $ 24,170 $ 902 $ 25,072 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Nov. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Disposal Groups, Including Discontinued Operations | The assets and liabilities have been reflected as discontinued operations in the consolidated balance sheets as of November 30, 2022 and February 28, 2022, and consist of the following (in thousands): November 30, 2022 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 — 11,219 Customer deposits — 387 Contract liabilities — 42,465 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 three and nine months ended November 30, 2022 and 2021, have been reflected as discontinued operations in the consolidated statements of operations and consist of the following (in thousands): Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Sales $ 42,300 $ 96,654 $ 256,224 $ 282,278 Cost of sales 35,020 77,263 202,707 222,432 Gross margin 7,280 19,391 53,517 59,846 Selling, general and administrative 4,074 10,589 26,186 35,192 Loss on disposal of discontinued operations 45,010 — 159,910 — Operating income (loss) from discontinued operations (41,804) 8,802 (132,579) 24,654 Interest expense 2 2 8 63 Other (income) expense, net 2,002 1,504 6,270 1,468 Income (loss) from discontinued operations before income tax (43,808) 7,296 (138,857) 23,123 Income tax (benefit) expense (4,827) (682) (25,910) (289) Net income (loss) from discontinued operations $ (38,981) $ 7,978 $ (112,947) $ 23,412 Earnings per common share from discontinued operations: Basic earnings (loss) per share $ (1.57) $ 0.32 $ (4.55) $ 0.94 Diluted earnings (loss) per share $ (1.56) $ 0.32 $ (4.52) $ 0.93 Nine Months Ended November 30, 2022 2021 Amortization and depreciation $ 7,279 $ 5,189 Purchase of property, plant and equipment $ 4,831 $ 3,373 Non-cash loss on disposal of discontinued operations $ 159,910 $ — The following table outlines income or loss and the related tax expense (benefit) from discontinued operations for the three and nine months ended November 30, 2022 and 2021 (in thousands): Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Income from discontinued operations before income taxes $ 1,202 $ 7,296 $ 21,053 $ 23,123 Income tax (expense) benefit (133) 682 (3,927) 289 Income from discontinued operations, net of tax $ 1,069 $ 7,978 $ 17,126 $ 23,412 Loss on disposal of discontinued operations $ (45,010) $ — $ (159,910) $ — Income tax benefit 4,960 — 29,837 — Loss on disposal of discontinued operations, net of tax $ (40,050) $ — $ (130,073) $ — |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
May 13, 2022 USD ($) | Feb. 28, 2022 USD ($) | May 31, 2022 USD ($) | Nov. 30, 2022 USD ($) | Nov. 30, 2022 USD ($) | Nov. 30, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||||
Business combination, acquisition costs | $ 13,200 | |||||
Goodwill | $ 190,391 | $ 710,246 | 710,246 | |||
Depreciation and amortization | $ 300 | $ 55,813 | $ 28,033 | |||
Precoat Metals Business Division | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, consideration transferred | $ 1,300,000 | |||||
Revenue of acquiree since acquisition date | $ 499,600 | |||||
Operating income of acquiree since acquisition date | $ 63,900 | |||||
Goodwill | $ 532,391 | |||||
DAAM Galvanizing Co. Ltd. | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, consideration transferred | 35,500 | |||||
Goodwill | $ 13,691 | |||||
Goodwill, expected deductible amount (as a percent) | 0.50 |
Acquisitions - Assets Acquired
Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2022 | Nov. 30, 2022 | Nov. 30, 2021 | May 13, 2022 | Feb. 28, 2022 | |
Assets | |||||
Goodwill | $ 710,246 | $ 710,246 | $ 190,391 | ||
Liabilities | |||||
Depreciation and amortization | $ 300 | $ 55,813 | $ 28,033 | ||
Precoat Metals Business Division | |||||
Assets | |||||
Accounts receivable | $ 77,422 | ||||
Inventories | 43,369 | ||||
Contract assets | 70,731 | ||||
Prepaid and other assets | 2,245 | ||||
Property, plant and equipment | 306,953 | ||||
Right-of-use asset | 10,954 | ||||
Goodwill | 532,391 | ||||
Intangibles and other assets | 446,746 | ||||
Total fair value of assets acquired | 1,490,813 | ||||
Liabilities | |||||
Accounts payable | (99,223) | ||||
Accrued expenses | (32,062) | ||||
Other accrued liabilities | (3,741) | ||||
Customer deposits | (1,574) | ||||
Lease liability, short-term | (1,706) | ||||
Lease liability, long-term | (9,248) | ||||
Deferred tax liabilities | (3,100) | ||||
Other long-term liabilities | (56,711) | ||||
Total fair value of liabilities assumed | (207,365) | ||||
Total Purchase Price, net of cash acquired | $ 1,283,448 | ||||
DAAM Galvanizing Co. Ltd. | |||||
Assets | |||||
Accounts receivable | 3,253 | ||||
Inventories | 2,451 | ||||
Property, plant and equipment | 11,462 | ||||
Goodwill | 13,691 | ||||
Intangibles and other assets | 9,975 | ||||
Liabilities | |||||
Deferred tax liabilities | (1,422) | ||||
Accounts payable and other accrued liabilities | (3,910) | ||||
Total Purchase Price, net of cash acquired | $ 35,500 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Revenue | $ 373,301 | $ 329,885 | $ 1,180,165 | $ 972,267 |
Net income from continuing operations | $ 18,439 | $ 26,088 | $ 49,487 | $ 91,956 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss on disposal | $ 45,010 | $ 0 | $ 159,910 | $ 0 | |
Proceeds from sale of subsidiaries, net | 106,766 | 0 | |||
Discontinued Operations, Disposed of by Sale | AZZ Infrastructure Solutions | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Disposal group, including discontinued operation, consideration | 27,800 | 27,800 | |||
Loss on disposal | $ (114,900) | $ 45,010 | $ 0 | 159,910 | $ 0 |
Change in net assets | $ (17,200) | ||||
Proceeds from sale of subsidiaries, net | 108,000 | ||||
Proceeds funded by committed debt financing | $ 120,000 |
Discontinued Operations - Disco
Discontinued Operations - Discontinued Operations in Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Nov. 30, 2022 | Feb. 28, 2022 |
Current assets of discontinued operations: | ||
Assets held for sale | $ 0 | $ 201,664 |
Long-term assets of discontinued operations: | ||
Total non-current assets of discontinued operations | 0 | 306,212 |
Current liabilities of discontinued operations: | ||
Liabilities held for sale | 0 | 88,283 |
Long-term liabilities of discontinued operations: | ||
Total long-term liabilities of discontinued operations | 0 | 24,207 |
Discontinued Operations, Disposed of by Sale | AZZ Infrastructure Solutions | ||
Current assets of discontinued operations: | ||
Cash and cash equivalents | 0 | 3,000 |
Accounts receivable | 0 | 81,911 |
Raw materials | 0 | 36,581 |
Work-in-process | 0 | 6,445 |
Finished goods | 0 | 77 |
Contract assets | 0 | 71,762 |
Prepaid expenses and other | 0 | 1,888 |
Assets held for sale | 0 | 201,664 |
Long-term assets of discontinued operations: | ||
Property, plant and equipment | 0 | 37,490 |
Right-of-use asset | 0 | 29,332 |
Goodwill | 0 | 195,222 |
Intangibles and other assets, net | 0 | 42,442 |
Deferred tax asset | 0 | 1,726 |
Total non-current assets of discontinued operations | 0 | 306,212 |
Total assets of discontinued operations | 0 | 507,876 |
Current liabilities of discontinued operations: | ||
Accounts payable | 0 | 19,146 |
Income tax payable | 0 | (264) |
Accrued salaries and wages | 0 | 11,301 |
Other accrued liabilities | 0 | 11,219 |
Customer deposits | 0 | 387 |
Contract liabilities | 0 | 42,465 |
Lease liability, short-term | 0 | 4,029 |
Liabilities held for sale | 0 | 88,283 |
Long-term liabilities of discontinued operations: | ||
Lease liability, long-term | 0 | 24,207 |
Total long-term liabilities of discontinued operations | 0 | 24,207 |
Total liabilities of discontinued operations | $ 0 | $ 112,490 |
Discontinued Operations - Dis_2
Discontinued Operations - Discontinued Operations in Consolidated Statements of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss on disposal | $ 45,010 | $ 0 | $ 159,910 | $ 0 | |
Net income (loss) from discontinued operations | $ (38,981) | $ 7,978 | $ (112,947) | $ 23,412 | |
Earnings per common share from discontinued operations: | |||||
Basic earnings (loss) per share (in dollars per share) | $ (1.57) | $ 0.32 | $ (4.55) | $ 0.94 | |
Diluted earnings (loss) per share (in dollars per share) | $ (1.56) | $ 0.32 | $ (4.52) | $ 0.93 | |
Discontinued Operations, Disposed of by Sale | AZZ Infrastructure Solutions | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Sales | $ 42,300 | $ 96,654 | $ 256,224 | $ 282,278 | |
Cost of sales | 35,020 | 77,263 | 202,707 | 222,432 | |
Gross margin | 7,280 | 19,391 | 53,517 | 59,846 | |
Selling, general and administrative | 4,074 | 10,589 | 26,186 | 35,192 | |
Loss on disposal | $ (114,900) | 45,010 | 0 | 159,910 | 0 |
Operating income (loss) from discontinued operations | (41,804) | 8,802 | (132,579) | 24,654 | |
Interest expense | 2 | 2 | 8 | 63 | |
Other (income) expense, net | 2,002 | 1,504 | 6,270 | 1,468 | |
Income (loss) from discontinued operations before income tax | (43,808) | 7,296 | (138,857) | 23,123 | |
Income tax (benefit) expense | (4,827) | (682) | (25,910) | (289) | |
Net income (loss) from discontinued operations | $ (38,981) | $ 7,978 | $ (112,947) | $ 23,412 |
Discontinued Operations - Depre
Discontinued Operations - Depreciation, Amortization, Capital Expenditures, and Significant Operating and Investing Noncash Items of the Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Non-cash loss on disposal of discontinued operations | $ 45,010 | $ 0 | $ 159,910 | $ 0 | |
Discontinued Operations, Disposed of by Sale | AZZ Infrastructure Solutions | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Amortization and depreciation | 7,279 | 5,189 | |||
Purchase of property, plant and equipment | 4,831 | 3,373 | |||
Non-cash loss on disposal of discontinued operations | $ (114,900) | $ 45,010 | $ 0 | $ 159,910 | $ 0 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Numerator: | ||||
Net income from continuing operations | $ 18,439 | $ 13,107 | $ 58,912 | $ 38,988 |
Dividends on preferred stock | (3,600) | 0 | (4,640) | 0 |
Net income from continuing operations available to common shareholders | 14,839 | 13,107 | 54,272 | 38,988 |
Net income (loss) from discontinued operations | (38,981) | 7,978 | (112,947) | 23,412 |
Net income (loss) available to common shareholders | $ (24,142) | $ 21,085 | $ (58,675) | $ 62,400 |
Denominator: | ||||
Denominator for basic earnings per common share-weighted average shares (shares) | 24,867 | 24,729 | 24,804 | 24,910 |
Effect of dilutive securities: | ||||
Employee and director stock awards (shares) | 128 | 216 | 180 | 222 |
Denominator for diluted earnings per common share (shares) | 24,995 | 24,945 | 24,984 | 25,132 |
Earnings per common share from continuing operations | ||||
Basic earnings per share (usd per share) | $ 0.60 | $ 0.53 | $ 2.19 | $ 1.57 |
Diluted earnings per share (usd per share) | 0.59 | 0.53 | 2.17 | 1.55 |
Earnings per common share from discontinued operations: | ||||
Basic earnings (loss) per share (in dollars per share) | (1.57) | 0.32 | (4.55) | 0.94 |
Diluted earnings (loss) per share (in dollars per share) | (1.56) | 0.32 | (4.52) | 0.93 |
Earnings per common share: | ||||
Basic earnings per common share (usd per share) | (0.97) | 0.85 | (2.37) | 2.51 |
Diluted earnings per common share (usd per share) | $ (0.97) | $ 0.85 | $ (2.35) | $ 2.48 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 103,403 | 150,171 | 78,862 | 137,186 |
Sales Disaggregated Revenues (D
Sales Disaggregated Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 373,301 | $ 135,083 | $ 987,145 | $ 395,732 |
Industrial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 37,330 | 28,367 | 118,457 | 87,061 |
Consumer | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 29,864 | 0 | 78,972 | 0 |
Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 33,597 | 24,315 | 98,715 | 75,189 |
Electrical/Utility | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 26,131 | 20,262 | 69,100 | 55,402 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 41,063 | 29,720 | 128,328 | 87,062 |
Construction | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 205,316 | $ 32,419 | $ 493,573 | $ 91,018 |
Sales - Narrative (Details)
Sales - Narrative (Details) - USD ($) $ in Thousands | Nov. 30, 2022 | Feb. 28, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 78,560 | $ 2,866 |
Contract liabilities | $ 1,022 | $ 0 |
Segments (Details)
Segments (Details) $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2022 USD ($) | Nov. 30, 2022 USD ($) | Nov. 30, 2021 USD ($) | Nov. 30, 2022 USD ($) segment | Nov. 30, 2021 USD ($) | Feb. 28, 2022 USD ($) | |
Segment Reporting Information [Line Items] | ||||||
Number of operating segments | segment | 3 | |||||
Operations and assets by segment | ||||||
Revenues | $ 373,301 | $ 135,083 | $ 987,145 | $ 395,732 | ||
Operating income: | 45,393 | 21,290 | 137,443 | 62,677 | ||
Total assets: | $ 2,199,474 | 2,199,474 | 2,199,474 | $ 1,133,027 | ||
Property, plant and equipment, net | 491,367 | 491,367 | 491,367 | 193,358 | ||
Equity in (earnings) loss of unconsolidated subsidiaries | (1,006) | 0 | (1,006) | 0 | ||
AIS Joint Venture | ||||||
Operations and assets by segment | ||||||
Equity method investments | 82,420 | 82,420 | 82,420 | 0 | ||
AZZ Infrastructure Solutions | AIS Joint Venture | ||||||
Operations and assets by segment | ||||||
Equity in (earnings) loss of unconsolidated subsidiaries | (1,000) | (1,000) | (1,000) | |||
United States | ||||||
Operations and assets by segment | ||||||
Revenues | 363,660 | 127,462 | 951,855 | 370,910 | ||
Property, plant and equipment, net | 471,279 | 471,279 | 471,279 | 167,634 | ||
International | ||||||
Operations and assets by segment | ||||||
Revenues | 9,641 | 7,621 | 35,290 | 24,822 | ||
Canada | ||||||
Operations and assets by segment | ||||||
Property, plant and equipment, net | 20,088 | 20,088 | 20,088 | 25,724 | ||
Corporate | ||||||
Operations and assets by segment | ||||||
Operating income: | (9,206) | (11,821) | (50,283) | (34,395) | ||
Total assets: | 53,150 | 53,150 | 53,150 | 46,266 | ||
Corporate | Precoat Metals Business Division | AZZ Infrastructure Solutions | ||||||
Operations and assets by segment | ||||||
Operating income: | 15,200 | |||||
AZZ Metal Coatings | Operating Segments | ||||||
Operations and assets by segment | ||||||
Revenues | 158,274 | 135,083 | 487,567 | 395,732 | ||
Operating income: | 33,546 | 33,111 | 123,812 | 97,072 | ||
Total assets: | 579,830 | 579,830 | 579,830 | 578,885 | ||
AZZ Precoat Metals | Operating Segments | ||||||
Operations and assets by segment | ||||||
Revenues | 215,027 | 0 | 499,578 | 0 | ||
Operating income: | 21,053 | $ 0 | 63,914 | $ 0 | ||
Total assets: | 1,484,074 | 1,484,074 | 1,484,074 | 0 | ||
AIS Joint Venture | Corporate | ||||||
Operations and assets by segment | ||||||
Total assets: | 82,420 | 82,420 | 82,420 | 0 | ||
AZZ Infrastructure Solutions Segment | Corporate | ||||||
Operations and assets by segment | ||||||
Total assets: | $ 0 | $ 0 | $ 0 | $ 507,876 |
Investments in Unconsolidated_2
Investments in Unconsolidated Entities - Narrative (Details) $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) | Nov. 30, 2022 USD ($) | Nov. 30, 2022 USD ($) | Nov. 30, 2021 USD ($) | Nov. 30, 2022 USD ($) | Nov. 30, 2021 USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||||
Equity in (earnings) loss of unconsolidated subsidiaries | $ (1,006) | $ 0 | $ (1,006) | $ 0 | ||
AIS Joint Venture | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership percentage of investment | 40% | |||||
Proceeds from sale of equity method investments | $ 108,000 | |||||
Proceeds from sale funded by committed debt financing | 120,000 | |||||
AIS Joint Venture | AZZ Infrastructure Solutions | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Quoted enterprise value | $ 300,000 | |||||
Equity in (earnings) loss of unconsolidated subsidiaries | $ (1,000) | $ (1,000) | $ (1,000) | |||
AIS Joint Venture | AZZ Infrastructure Solutions | Discontinued Operations, Disposed of by Sale | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Percentage of investment sold | 0.60 |
Investments in Unconsolidated_3
Investments in Unconsolidated Entities - Schedule of Condensed Balance Sheet For AIS Joint Venture (Details) - USD ($) $ in Thousands | Nov. 30, 2022 | Feb. 28, 2022 |
Assets [Abstract] | ||
Current Assets | $ 406,634 | $ 386,533 |
Total assets | 2,199,474 | 1,133,027 |
Liabilities [Abstract] | ||
Current liabilities | 220,755 | 150,530 |
Total liabilities and shareholders' equity | $ 2,199,474 | $ 1,133,027 |
Investments in Unconsolidated_4
Investments in Unconsolidated Entities - Schedule of Condensed Statement of Operations for AIS Joint Venture (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Income Statement [Abstract] | ||||
Cost of Sales | $ 300,219 | $ 97,510 | $ 752,455 | $ 285,572 |
Gross margin | 73,082 | 37,573 | 234,690 | 110,160 |
Selling, general and administrative | 27,689 | 16,283 | 97,247 | 47,483 |
Operating income from continuing operations | 45,393 | 21,290 | 137,443 | 62,677 |
Income taxes | $ 2,447 | $ 6,647 | $ 18,380 | $ 18,778 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - Interest Rate Swap $ in Millions | Sep. 27, 2022 USD ($) |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fixed interest rate on swap agreement | 4.277% |
Notional amount on swap agreement | $ 550 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Nov. 30, 2022 | Feb. 28, 2022 |
Debt Instrument [Line Items] | ||
Total debt, gross | $ 1,093,500 | $ 227,000 |
Unamortized debt issuance costs | (69,852) | (516) |
Total debt, net | 1,023,648 | 226,484 |
Debt due within one year | (13,000) | 0 |
Total debt due after one year, net | 1,010,648 | 226,484 |
Senior Notes | 2020 Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 0 | 150,000 |
Loans Payable | Term Loan B | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 1,083,500 | 0 |
Revolving Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Total debt, gross | $ 10,000 | $ 77,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | |||||
May 31, 2024 | Aug. 31, 2022 | Aug. 05, 2022 | Jul. 08, 2021 | Nov. 30, 2022 | May 13, 2022 | |
Debt Instrument [Line Items] | ||||||
Converted instrument, rate | 6% | |||||
Series A Preferred Stock | ||||||
Debt Instrument [Line Items] | ||||||
Amount of shares of common stock available for conversion (in shares) | 240 | |||||
Preferred stock, conversion percentage (as a percent) | 6% | |||||
Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 240,000 | |||||
2021 Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.53% | |||||
2021 Credit Agreement | Minimum | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, interest rate | 0.875% | |||||
2021 Credit Agreement | Minimum | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, interest rate | 0% | |||||
2021 Credit Agreement | Maximum | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, interest rate | 1.75% | |||||
2021 Credit Agreement | Maximum | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, interest rate | 0.75% | |||||
2021 Credit Agreement | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 400,000 | |||||
Accordion feature | 200,000 | |||||
2021 Credit Agreement | Standby And Commercial Letters Of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Accordion feature | 85,000 | |||||
2021 Credit Agreement | Swing Line Loan | ||||||
Debt Instrument [Line Items] | ||||||
Accordion feature | $ 50,000 | |||||
2022 Credit Agreement And Term Loan B | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal payment | $ 3,250 | |||||
Total net leverage ratio | 0.0625% | |||||
2022 Credit Agreement And Term Loan B | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Total net leverage ratio | 0.045% | |||||
2022 Credit Agreement And Term Loan B | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 400,000 | |||||
2022 Credit Agreement And Term Loan B | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate stated percentage | 4.25% | |||||
2022 Credit Agreement And Term Loan B | Standby And Commercial Letters Of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Accordion feature | $ 100,000 | |||||
Term Loan B | Loans Payable | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 1,100,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Interest Rate Swap - USD ($) $ in Thousands | Nov. 30, 2022 | Feb. 28, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ (3,512) | $ 0 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | (3,512) | 0 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 0 | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Nov. 30, 2022 lease |
Leases [Abstract] | |
Number of operating leases | 167 |
Number of finance leases | 15 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | Nov. 30, 2022 | Feb. 28, 2022 |
Leases [Abstract] | ||
Right-of-use assets | $ 24,248 | $ 13,954 |
Lease liability, short-term | 5,199 | 3,131 |
Lease liability, long-term | 18,971 | 10,798 |
Finance lease liabilities ― ST | 200 | 158 |
Finance lease liabilities ― LT | $ 702 | $ 605 |
Leases - Lease Information (Det
Leases - Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | Feb. 28, 2022 | |
Lessee, Lease, Description [Line Items] | |||||
Total lease expense | $ 3,800 | $ 2,197 | $ 10,025 | $ 6,012 | |
Operating cash flows from operating leases included in lease liabilities | 2,862 | 2,338 | 8,069 | 6,780 | |
Lease liabilities obtained from new ROU assets - operating | 2,396 | 376 | 4,938 | 13,646 | |
Operating and financing cash flows from financing leases included in lease liabilities | 70 | 37 | 182 | 74 | |
Lease liabilities obtained from new ROU assets - financing | $ 0 | 348 | $ 398 | 362 | |
Weighted-average remaining lease term - operating leases (years) | 7 years 10 days | 7 years 10 days | 7 years 10 months 24 days | ||
Weighted-average discount rate - operating leases | 4.72% | 4.72% | 4.56% | ||
Weighted-average remaining lease term - financing leases (years) | 4 years 5 months 12 days | 4 years 5 months 12 days | 4 years 8 months 23 days | ||
Weighted-average discount rate - financing leases | 4.12% | 4.12% | 2.95% | ||
Cost of sales | |||||
Lessee, Lease, Description [Line Items] | |||||
Total lease expense | $ 3,306 | 1,858 | $ 8,590 | 5,073 | |
Selling, general and administrative | |||||
Lessee, Lease, Description [Line Items] | |||||
Total lease expense | $ 494 | $ 339 | $ 1,435 | $ 939 |
Leases - Lease Maturity (Detail
Leases - Lease Maturity (Details) $ in Thousands | Nov. 30, 2022 USD ($) |
Operating Leases | |
2023 | $ 1,595 |
2024 | 5,978 |
2025 | 5,410 |
2026 | 4,634 |
2027 | 3,784 |
Thereafter | 5,624 |
Total lease payments | 27,025 |
Less imputed interest | (2,855) |
Total | 24,170 |
Finance Leases | |
2023 | 58 |
2024 | 232 |
2025 | 232 |
2026 | 188 |
2027 | 163 |
Thereafter | 118 |
Total lease payments | 991 |
Less imputed interest | (89) |
Total | 902 |
2023 | 1,653 |
2024 | 6,210 |
2025 | 5,642 |
2026 | 4,822 |
2027 | 3,947 |
Thereafter | 5,742 |
Total lease payments | 28,016 |
Less imputed interest | (2,944) |
Total | $ 25,072 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income (loss) from discontinued operations before income tax | $ 1,202 | $ 7,296 | $ 21,053 | $ 23,123 |
Income tax (benefit) expense | (133) | 682 | (3,927) | 289 |
Income from discontinued operations, net of tax | 1,069 | 7,978 | 17,126 | 23,412 |
Loss on disposal of discontinued operations | (45,010) | 0 | (159,910) | 0 |
Income tax benefit | 4,960 | 0 | 29,837 | 0 |
Estimated loss on discontinued operations, net of tax | $ (40,050) | $ 0 | $ (130,073) | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate, continuing operations (percent) | 11.70% | 33.60% | 23.80% | 32.50% |
Effective income tax rate, discontinuing operations (percent) | 11% | (9.30%) | 18.70% | (1.20%) |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||
Aug. 05, 2022 | Nov. 30, 2022 | Feb. 28, 2022 | Nov. 10, 2020 | |
Equity, Class of Treasury Stock [Line Items] | ||||
Accrued dividends | $ 4,640 | $ 0 | ||
Series A Preferred Stock | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Preferred stock, conversion percentage (as a percent) | 6% | |||
Preferred stock, conversion threshold, shares (in shares) | 1,000 | |||
Amount of shares of common stock available for conversion (in shares) | 240,000 | |||
Preferred stock, conversion price (in dollars per share) | $ 58.30 | |||
Preferred stock, shares outstanding (in shares) | 240,000 | 0 | ||
Accrued dividends | $ 4,600 | |||
Amount of shares of common stock available for conversion (in shares) | 4,100,000 | |||
2020 Share Repurchase Program | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Stock repurchase program authorized amount | $ 100,000 | |||
Repurchase of common stock (in shares) | 564,300 | |||
Repurchase of common stock, value | $ 28,900 | |||
Shares repurchased, average price per share (in usd per share) | $ 51.16 |
Defined Benefit Pension Plan (D
Defined Benefit Pension Plan (Details) $ in Millions | Nov. 30, 2022 USD ($) |
Business Acquisition [Line Items] | |
Accumulated benefit obligation in excess of plan assets | $ 31.6 |
Assets Held for Sale (Details)
Assets Held for Sale (Details) - USD ($) $ in Thousands | Nov. 30, 2022 | Feb. 28, 2022 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Current assets of discontinued operations | $ 0 | $ 201,664 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Millions | Nov. 30, 2022 USD ($) |
Business Acquisition [Line Items] | |
Environmental liability | $ 22 |
Environmental liability, current | $ 1.5 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2022 | Nov. 30, 2022 | Nov. 30, 2021 | Sep. 27, 2022 | |
Subsequent Event [Line Items] | ||||
Proceeds from sale of subsidiaries, net | $ 106,766 | $ 0 | ||
Interest Rate Swap | ||||
Subsequent Event [Line Items] | ||||
Fixed interest rate on swap agreement | 4.277% | |||
Notional amount on swap agreement | $ 550,000 | |||
Discontinued Operations, Disposed of by Sale | AZZ Infrastructure Solutions | ||||
Subsequent Event [Line Items] | ||||
Disposal group, including discontinued operation, consideration | $ 27,800 | |||
Proceeds from sale of subsidiaries, net | $ 108,000 | |||
Proceeds funded by committed debt financing | $ 120,000 |
Uncategorized Items - azz-20221
Label | Element | Value |
AOCI Attributable to Parent [Member] | ||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationAndTax | $ (3,512,000) |