Zurn Elkay Water Solutions (ZWS)

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Zurn Elkay Water Solutions (ZWS) - 2022 Q4 - Annual Report
2023-02-14 13:43
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _________________________________________________ FORM 10-K (Mark one) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to _________________________________________________ ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as ...
Zurn Elkay Water Solutions (ZWS) - 2022 Q4 - Earnings Call Transcript
2023-02-08 19:41
Zurn Elkay Water Solutions Corporation (NYSE:ZWS) Q4 2022 Earnings Conference Call February 8, 2023 8:30 AM ET Company Participants Dave Pauli - VP of IR Todd Adams - Chairman and CEO Mark Peterson - SVP and CFO Conference Call Participants Bryan Blair - Oppenheimer Jeff Hammond - KeyBanc Capital Markets Mike Halloran - Baird Vivek Srivastava - Goldman Sachs Nathan Jones - Stifel Operator Good morning, and welcome to the Zurn Elkay Water Solutions Corporation Fourth Quarter 2022 Earnings Results Conference ...
Zurn Elkay Water Solutions (ZWS) - 2022 Q3 - Earnings Call Transcript
2022-10-26 18:58
Zurn Elkay Water Solutions Corporation (NYSE:ZWS) Q3 2022 Earnings Conference Call October 26, 2022 8:30 AM ET Company Participants Dave Pauli - VP of IR Todd Adams - Chairman and CEO Mark Peterson - SVP and CFO Conference Call Participants Bryan Blair - Oppenheimer Mike Halloran - Baird Jeff Hammond - Keybanc Capital Markets Nathan Jones - Stifel Vivek Srivastava - Goldman Sachs Brett Linzey - Mizuho Operator Good morning, and welcome to the Zurn Elkay Water Solutions Corporation Third Quarter 2022 Earning ...
Zurn Elkay Water Solutions (ZWS) - 2022 Q3 - Quarterly Report
2022-10-25 20:55
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _________________________________________________ FORM 10-Q Table of Contents (Mark one) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35475 _________________________________________________ ZURN ELKAY WATER ...
Zurn Elkay Water Solutions (ZWS) - 2022 Q2 - Earnings Call Transcript
2022-07-27 15:03
Zurn Water Solutions Corporation (NYSE:ZWS) Q2 2022 Earnings Conference Call July 27, 2022 8:30 AM ET Company Participants Dave Pauli - Vice President of Investor Relations Todd Adams - Chairman and Chief Executive Officer Mark Peterson - Senior Vice President and Chief Financial Officer Conference Call Participants Bryan Blair - Oppenheimer Nathan Jones - Stifel Jeff Hammond - Keybanc Capital Markets Mike Halloran - Baird Vivek Srivastava - Goldman Sachs Brett Linzey - Mizuho Operator Good morning, and wel ...
Zurn Elkay Water Solutions (ZWS) - 2022 Q2 - Earnings Call Presentation
2022-07-27 12:40
| --- | --- | --- | --- | --- | --- | |----------------------------------------|-------|-------|-------|-------|-------| | | | | | | | | Second Quarter 2022 Financial Results | | | | | | | JULY 26, 2022 | | | | | | | | | | | | | CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT Forward-Looking Statements This presentation includes "forward-looking statements" within the meaning of the federal securities laws that involve risks and uncertainties. Forward-looking statements include state ...
Zurn Elkay Water Solutions (ZWS) - 2022 Q2 - Quarterly Report
2022-07-26 20:33
Part I [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Unaudited condensed consolidated financial statements, including Balance Sheets, Statements of Operations, and Cash Flows, are presented, noting the Elkay merger and PMC spin-off Condensed Consolidated Balance Sheet Highlights (Unaudited) | (in Millions) | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Total current assets | $588.4 | $474.8 | | Total assets | $1,176.3 | $1,077.7 | | **Liabilities & Equity** | | | | Total current liabilities | $241.2 | $240.4 | | Long-term debt | $531.9 | $533.9 | | Total liabilities | $946.9 | $951.3 | | Total stockholders' equity | $229.4 | $126.4 | Condensed Consolidated Statements of Operations Highlights (Unaudited) | (in Millions, except per share data) | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $284.2 | $243.7 | $523.8 | $448.9 | | Gross profit | $113.8 | $103.8 | $215.7 | $192.2 | | Income from operations | $53.5 | $37.3 | $97.4 | $61.3 | | Net income from continuing operations | $36.4 | $20.6 | $65.8 | $30.6 | | Net income attributable to Zurn Elkay | $36.4 | $73.2 | $66.6 | $123.2 | | Diluted EPS (Net income) | $0.28 | $0.59 | $0.52 | $0.99 | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | (in Millions) | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Cash (used for) provided by operating activities | $(12.0) | $145.0 | | Cash provided by (used for) investing activities | $35.4 | $(4.4) | | Cash used for financing activities | $(9.3) | $(5.6) | | Increase in cash, cash equivalents and restricted cash | $13.8 | $135.1 | - On July 1, 2022, subsequent to the reporting period, the company completed its merger with Elkay Manufacturing Company and changed its name to **Zurn Elkay Water Solutions Corporation**, with Elkay's results included from **Q3 2022** onwards[11](index=11&type=chunk)[28](index=28&type=chunk)[106](index=106&type=chunk) - The Process & Motion Control (PMC) business, spun-off in October 2021, is reported as discontinued operations, with the company receiving a **$35.0 million** payment in H1 2022 related to final working capital adjustments from the spin-off[30](index=30&type=chunk)[40](index=40&type=chunk)[116](index=116&type=chunk) Revenue by Customer Type and Geography (Six Months Ended June 30) | (in Millions) | 2022 | 2021 | | :--- | :--- | :--- | | **Customer Type** | | | | Institutional | $196.4 | $169.1 | | Commercial | $159.8 | $137.8 | | All other | $167.6 | $142.0 | | **Geography** | | | | United States | $477.1 | $405.2 | | Canada | $35.6 | $32.8 | | Rest of world | $11.1 | $10.9 | [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 and H1 2022 financial results, highlighting growth in net sales and operating income, the Elkay merger, PMC spin-off, and non-GAAP measures for performance [Results of Operations](index=25&type=section&id=2.1%20Results%20of%20Operations) Q2 and H1 2022 saw strong year-over-year growth in net sales and operating income, driven by core sales and price realization Q2 2022 vs. Q2 2021 Performance | (in Millions) | Q2 2022 | Q2 2021 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $284.2 | $243.7 | 16.6% | | Income from operations | $53.5 | $37.3 | 43.4% | | Operating Margin | 18.8% | 15.3% | +350 bps | H1 2022 vs. H1 2021 Performance | (in Millions) | H1 2022 | H1 2021 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $523.8 | $448.9 | 16.7% | | Income from operations | $97.4 | $61.3 | 58.9% | | Operating Margin | 18.6% | 13.7% | +490 bps | - Core sales, excluding acquisitions and currency effects, increased by **15%** year-over-year for both the three and six-month periods, with growth across nearly all product categories[119](index=119&type=chunk)[127](index=127&type=chunk) - Interest expense **decreased significantly** year-over-year due to lower outstanding debt following the PMC Spin-Off Transaction refinancing[122](index=122&type=chunk)[129](index=129&type=chunk) [Non-GAAP Financial Measures and Covenant Compliance](index=28&type=section&id=2.2%20Non-GAAP%20Financial%20Measures%20and%20Covenant%20Compliance) Non-GAAP measures like Adjusted EBITDA are used for performance and debt covenant compliance, with a **2.08:1** net leverage ratio well within the **5.00:1** maximum Reconciliation to Adjusted EBITDA (Trailing Twelve Months) | (in Millions) | Twelve months ended June 30, 2022 | | :--- | :--- | | Net income attributable to Zurn Elkay common stockholders | $64.3 | | Adjustments (Discontinued ops, taxes, interest, D&A, etc.) | $148.0 | | Pro forma adjustment for acquisitions | $0.5 | | **Pro forma Adjusted EBITDA** | **$212.8** | - As of June 30, 2022, the company's total net leverage ratio was **2.08 to 1.00**, **comfortably in compliance** with the credit agreement's maximum covenant of **5.00 to 1.00**[138](index=138&type=chunk)[147](index=147&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=2.3%20Liquidity%20and%20Capital%20Resources) Primary liquidity sources include cash, operating cash flow, and a revolving credit facility, with **$110.4 million** cash and **$193.9 million** available borrowing capacity, despite negative H1 2022 operating cash flow - As of June 30, 2022, the company had **$110.4 million** of cash and cash equivalents and **$193.9 million** of additional borrowing capacity under its revolving credit facility[149](index=149&type=chunk) - Cash used for operating activities was **$12.0 million** for the six months ended June 30, 2022, a **significant decrease** from the **$145.0 million** provided in the prior-year period, mainly due to higher trade working capital investment[152](index=152&type=chunk) - Cash provided by investing activities was **$35.4 million**, primarily due to the receipt of **$35.0 million** related to the finalization of the PMC spin-off transaction[153](index=153&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company discloses exposure to market risks from foreign currency and interest rate changes, managed through operating activities and derivative instruments - The company is exposed to **market risk** from changes in **foreign currency exchange rates** and **interest rates**[157](index=157&type=chunk) - Management uses **operating activities** and sometimes **derivative instruments**, such as **foreign currency forward contracts**, to manage these risks[157](index=157&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including CEO and CFO, concluded disclosure controls and procedures were effective as of June 30, 2022, with no material changes to internal controls - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of June 30, 2022[159](index=159&type=chunk) - There were **no changes** in internal control over financial reporting during the last fiscal quarter that have **materially affected**, or are reasonably likely to materially affect, internal controls[161](index=161&type=chunk) Part II [Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company details legal proceedings, including ordinary course litigation and asbestos claims, with established reserves and believed adequate insurance coverage - The company is involved in **various legal actions** in the ordinary course of business, for which it establishes **accruals** when liability is **probable and reasonably estimable**[95](index=95&type=chunk)[164](index=164&type=chunk) - As of June 30, 2022, the company faces approximately **6,000 asbestos-related lawsuits**, with an estimated potential liability of **$66.0 million**, which is **fully reserved for** and **matched by a corresponding insurance receivable**, as management believes the liability is **covered by insurance**[96](index=96&type=chunk)[98](index=98&type=chunk)[100](index=100&type=chunk) [Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) Updated risk factors focus on the Elkay merger, including integration challenges, expanded operations, goodwill impairment, and potential stock price depression from former Elkay stockholder sales - The company may be **unable to successfully integrate** Elkay's business and realize anticipated benefits and cost savings due to **challenges in combining operations, personnel, and systems**[167](index=167&type=chunk) - The merger will result in **significant goodwill and intangible assets** on the balance sheet, which could become **impaired** in the future, leading to **material non-cash charges** to earnings[165](index=165&type=chunk)[166](index=166&type=chunk) - Sales of stock by former Elkay shareholders, who received approximately **51.6 million shares** and own about **29%** of the combined company, could **adversely affect the trading price** of Zurn Elkay's common stock[106](index=106&type=chunk)[172](index=172&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) An update on the stock repurchase program indicates no shares were repurchased in Q2 2022, with **$162.8 million** remaining authorized for future repurchases - The company **did not repurchase any** of its common stock during the three months ended June 30, 2022[175](index=175&type=chunk) - As of June 30, 2022, approximately **$162.8 million** of the existing authority remained under the company's share repurchase program[67](index=67&type=chunk)[175](index=175&type=chunk) [Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the 10-Q report, including corporate documents, CEO/CFO certifications, and XBRL data files - Key exhibits filed include the **Amended and Restated Certificate of Incorporation and Bylaws**, **CEO and CFO certifications** under Section 302 of the Sarbanes-Oxley Act, and **Inline XBRL documents**[177](index=177&type=chunk)
Zurn Elkay Water Solutions (ZWS) - 2022 Q1 - Earnings Call Presentation
2022-05-02 10:28
ER SOLUTIONS First Quarter 2022 Financial Results April 27, 2022 CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT 2 Forward-Looking Statements This presentation includes "forward-looking statements" within the meaning of the federal securities laws that involve risks and uncertainties. Forward-looking statements include statements we make concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other ...
Zurn Elkay Water Solutions (ZWS) - 2022 Q1 - Earnings Call Transcript
2022-04-27 16:12
Zurn Water Solutions Corporation (NYSE:ZWS) Q1 2022 Earnings Conference Call April 27, 2022 8:30 AM ET Company Participants Todd Adams – Chairman and Chief Executive Officer Mark Peterson – Senior Vice President and Chief Financial Officer Dave Pauli – Vice President of Investor Relations Conference Call Participants Jeff Hammond – Keybanc Capital Markets Bryan Blair – Oppenheimer Joe Ritchie – Goldman Sachs Brett Linzey – Mizuho Operator Good morning and welcome to Zurn Water Solutions Corporation, First Q ...
Zurn Elkay Water Solutions (ZWS) - 2022 Q1 - Quarterly Report
2022-04-27 12:31
[Part I FINANCIAL INFORMATION](index=4&type=section&id=Part%20I%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company presents its unaudited condensed consolidated financial statements for Q1 2022, including key events like the PMC spin-off [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets grew to $1,118.6 million while total liabilities decreased, resulting in higher stockholders' equity Condensed Consolidated Balance Sheet Highlights (in Millions) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total current assets** | $520.1 | $474.8 | | Inventories | $224.3 | $184.5 | | **Total assets** | **$1,118.6** | **$1,077.7** | | **Total current liabilities** | $214.5 | $240.4 | | Long-term debt | $532.9 | $533.9 | | **Total liabilities** | **$924.9** | **$951.3** | | **Total stockholders' equity** | **$193.7** | **$126.4** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net sales increased 16.8% to $239.6 million, though net income fell due to discontinued operations from the PMC spin-off Statement of Operations Summary (in Millions, except per share data) | Metric | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Net sales | $239.6 | $205.2 | | Gross profit | $101.9 | $88.4 | | Income from operations | $43.9 | $24.0 | | Net income from continuing operations | $29.4 | $10.0 | | Income from discontinued operations, net of tax | $0.8 | $40.0 | | **Net income attributable to Zurn common stockholders** | **$30.2** | **$50.0** | | **Diluted net income per share** | **$0.24** | **$0.40** | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating activities used $53.9 million in cash, a significant shift from the prior year due to working capital changes Cash Flow Summary (in Millions) | Activity | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Cash (used for) provided by operating activities | $(53.9) | $71.3 | | Cash provided by (used for) investing activities | $35.5 | $(8.1) | | Cash used for financing activities | $(5.2) | $(9.4) | | **(Decrease) increase in cash** | **$(23.4)** | **$51.7** | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the PMC spin-off, the pending Elkay merger, revenue recognition policies, and asbestos-related contingencies - On October 4, 2021, the company completed the spin-off of its Process & Motion Control (PMC) business, which is now reported as **discontinued operations**[28](index=28&type=chunk)[29](index=29&type=chunk) - On February 12, 2022, Zurn entered into a definitive agreement to combine with Elkay Manufacturing Company in a merger transaction expected to close in the **third quarter of 2022**[33](index=33&type=chunk)[34](index=34&type=chunk) - As of March 31, 2022, the company had an estimated potential liability of **$66.0 million** for asbestos-related claims, with a corresponding receivable from insurance carriers for the same amount, as the liability is expected to be covered by insurance[101](index=101&type=chunk)[103](index=103&type=chunk) Revenue by Geography (Q1 2022 vs Q1 2021, in Millions) | Geography | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | United States | $219.6 | $185.7 | | Canada | $15.1 | $14.5 | | Rest of world | $4.9 | $5.0 | | **Total** | **$239.6** | **$205.2** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management analyzes Q1 2022 performance, highlighting a 17% sales increase and the impacts of the pending Elkay merger [Results of Operations](index=25&type=section&id=Results%20of%20Operations) Net sales rose 17% to $239.6 million, driving an 82.9% increase in operating income and margin expansion - The decrease in interest expense from $9.6 million in Q1 2021 to **$4.8 million in Q1 2022** was primarily due to lower outstanding borrowings following the Spin-Off Transaction refinancing[122](index=122&type=chunk) Net Sales Comparison (in Millions) | Period | Net Sales | Change | % Change | | :--- | :--- | :--- | :--- | | Q1 2022 | $239.6 | $34.4 | 16.8% | | Q1 2021 | $205.2 | | | Income from Operations Comparison (in Millions) | Period | Income from operations | % of net sales | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Q1 2022 | $43.9 | 18.3% | $19.9 | 82.9% | | Q1 2021 | $24.0 | 11.7% | | | [Non-GAAP Financial Measures and Covenant Compliance](index=26&type=section&id=Non-GAAP%20Financial%20Measures%20and%20Covenant%20Compliance) The company reports Pro forma Adjusted EBITDA of $204.3 million and maintains a healthy net leverage ratio of 2.36 to 1.0 - As of March 31, 2022, the company's **total net leverage ratio was 2.36 to 1.0**, in compliance with the credit agreement covenant which requires a ratio below 5.00 to 1.0[132](index=132&type=chunk)[140](index=140&type=chunk) Reconciliation of Net Income to Adjusted EBITDA (Trailing Twelve Months ended March 31, 2022, in Millions) | Metric | Amount | | :--- | :--- | | Net income attributable to Zurn common stockholders | $101.1 | | Adjustments (Discontinued ops, taxes, interest, D&A, etc.) | $55.5 | | EBITDA | $156.6 | | Other Adjustments (Restructuring, stock comp, LIFO, etc.) | $46.9 | | **Adjusted EBITDA** | **$203.5** | | Pro forma adjustment for acquisitions | $0.8 | | **Pro forma Adjusted EBITDA** | **$204.3** | [Liquidity and Capital Resources](index=29&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with $73.2 million in cash and $193.9 million in available credit - As of March 31, 2022, the company had **$73.2 million of cash** and cash equivalents and **$193.9 million of additional borrowing capacity** under its revolving credit facility[142](index=142&type=chunk) - The year-over-year decrease in operating cash flow was primarily due to **higher trade working capital** and the timing of payments on accounts payable and accrued expenses[145](index=145&type=chunk) - Investing activities in Q1 2022 included the receipt of **$35.0 million** from Regal Rexnord Corporation related to the final net assets transferred in the PMC Spin-Off[146](index=146&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is primarily exposed to market risks from foreign currency exchange rates and interest rate fluctuations - The company's primary market risks arise from changes in **foreign currency exchange rates and interest rates**[150](index=150&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) The CEO and CFO confirmed the effectiveness of disclosure controls and procedures with no material changes in internal controls - Management, including the CEO and CFO, concluded that the company's **disclosure controls and procedures were effective** as of March 31, 2022[152](index=152&type=chunk) - **No changes in internal control over financial reporting** occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal controls[154](index=154&type=chunk) [Part II OTHER INFORMATION](index=32&type=section&id=Part%20II%20OTHER%20INFORMATION) [Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The company references Note 15 for details on legal matters, particularly asbestos-related litigation - For information on legal proceedings, the report refers to Note 15, which details various claims including product liability, commercial, and environmental matters, with a significant disclosure on **asbestos litigation**[99](index=99&type=chunk)[157](index=157&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, focusing exclusively on new risks related to the proposed merger with Elkay [Risks Related to the Merger with Elkay](index=32&type=section&id=Risks%20Related%20to%20the%20Merger%20with%20Elkay) Key risks include merger completion uncertainty, potential integration challenges, and the dilutive effect on current stockholders - There is **no assurance the merger with Elkay will be completed**, as it is subject to numerous conditions, including stockholder approvals and the absence of legal prohibitions[158](index=158&type=chunk)[159](index=159&type=chunk) - **Failure to complete the merger could adversely affect Zurn**, as it would incur significant costs without realizing any benefits, and management's time would have been diverted[165](index=165&type=chunk) - Post-merger success depends on Zurn's ability to **integrate Elkay's business**, which includes combining personnel, systems, and customer relationships, and realizing anticipated synergies[178](index=178&type=chunk) - Current Zurn stockholders will have a **reduced ownership stake of approximately 71%** post-merger, resulting in less influence over management and policies[181](index=181&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No common stock was repurchased in Q1 2022, with $162.8 million remaining under the authorized repurchase program - The Company **did not repurchase any shares** during the three months ended March 31, 2022[186](index=186&type=chunk) - A total of approximately **$162.8 million** of the existing authority remained under the Share Repurchase Program at March 31, 2022[186](index=186&type=chunk) [Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including Sarbanes-Oxley certifications and Inline XBRL financial data - The exhibits filed with this report include **CEO and CFO certifications** pursuant to Section 302 of the Sarbanes-Oxley Act and Section 1350 of U.S.C. Title 18, as well as Inline XBRL data files[188](index=188&type=chunk) [Signatures](index=39&type=section&id=Signatures) The report was officially signed and authorized by the Senior Vice President and Chief Financial Officer on April 27, 2022 - The report was signed on **April 27, 2022**, by Mark W. Peterson, Senior Vice President and Chief Financial Officer[193](index=193&type=chunk)