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Acquisitions | 6 Months Ended
--- | ---
Aug. 31, 2022
Business Combination and Asset Acquisition [Abstract] |
Acquisitions | Precoat Acquisition On May 13, 2022, the Company acquired Precoat for a purchase price of approximately $1.3 billion (the "Precoat Acquisition"). Headquartered 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 from a diverse holding company to a focused provider of coating and galvanizing services for critical applications. The Precoat Acquisition was funded primarily with proceeds from the Term Loan B. See Note 7 for a description of the Term Loan B. The Company incurred acquisition costs of $12.6 million for the six months ended August 31, 2022, which are included in "Selling, general and administrative" expense in the accompanying condensed consolidated statements of operations. AZZ Precoat Metals contributed revenue of $284.6 million and operating income of $42.9 million to the Company's condensed consolidated statements of operations from May 13, 2022, through August 31, 2022. The Company accounted for the Precoat Acquisition as a business combination under the acquisition method of accounting. Goodwill from the acquisition of $547.9 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 will assess performance and allocate resources to Precoat separately from the AZZ Metal Coatings and AZZ Infrastructure Solutions segments; therefore, Precoat will be accounted for as a separate segment, the AZZ Precoat Metals segment. See Note 6 for more information about the Company's 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 12 for additional information about the 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 |  | 547,894 |
Intangibles and other assets |  | 446,746 |
Total fair value of assets acquired |  | $ | 1,506,314 |
Liabilities |  |
Accounts payable |  | $ | (99,223) |
Accrued expenses |  | (31,781) |
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 |  | (207,084) |
Total Purchase Price, net of cash acquired |  | $ | 1,299,230 |
During the three months ended August 31, 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 August 31, 2022, the Company recorded additional depreciation and amortization expense of approximately $0.1 million related to the first quarter 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 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 and equipment, intangible assets 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. As of August 31, 2022, the purchase price allocation for certain assets acquired has not been finalized, including property, plant and equipment and intangible assets. As such, the fair values of the assets acquired and liabilities assumed should be treated as preliminary values as there could be significant changes upon final valuation. The following table represents the preliminary 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 |  | $ | 4,586 |
Inventories |  | 3,119 |
Prepaid and other assets |  | 23 |
Property, plant and equipment |  | 14,436 |
Goodwill |  | 24,369 |
Liabilities |  |
Accounts payable and other accrued liabilities |  | (7,437) |
Deferred tax liabilities |  | (3,596) |
Total purchase price |  | $ | 35,500 |
Unaudited Pro Forma Information The following unaudited pro forma financial information for the three and six months ended August 31, 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 August 31, |  | Six Months Ended August 31,
|  | 2022 |  | 2021 |  | 2022 |  | 2021
Revenue |  | $ | 406,710 |  |  | $ | 335,906 |  |  | $ | 806,864 |  |  | $ | 642,383 |
Net income from continuing operations |  | $ | 25,120 |  |  | $ | 39,520 |  |  | $ | 42,085 |  |  | $ | 64,025 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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