3 unchanged sentences
(in Millions, except share amounts)
−Removed: March 31, 2023 December 31, 2022
+Added: June 30, 2023 December 31, 2022
Current assets:
30 unchanged sentences
shares issued and outstanding:
−Removed: 175,132,260 at March 31, 2023 and 176,876,406 at December 31, 2022
+Added: 172,932,582 at June 30, 2023 and 176,876,406 at December 31, 2022
Additional paid-in capital 2,853.7 2,853.1
7 unchanged sentences
(in Millions, except share and per share amounts)
−Removed: Three Months Ended
−Removed: March 31, 2023 March 31, 2022
+Added: Three Months Ended Six Months Ended
+Added: June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022
Net sales $ 403.2 $ 284.2 $ 775.3 $ 523.8
7 unchanged sentences
Interest expense, net ( 10.3 ) ( 5.2 ) ( 19.9 ) ( 10.0 )
−Removed: Other (expense) income, net ( 2.4 ) 0.3
+Added: Other income (expense), net 1.6 ( 0.6 ) ( 0.8 ) ( 0.3 )
Income before income taxes 46.1 47.7 77.8 87.1
19 unchanged sentences
(in Millions)
−Removed: Three Months Ended
−Removed: March 31, 2023 March 31, 2022
+Added: Three Months Ended Six Months Ended
+Added: June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022
Net income $ 34.6 $ 36.4 $ 57.4 $ 66.6
1 unchanged sentence
Foreign currency translation adjustments 3.6 ( 2.0 ) 3.5 —
−Removed: Other comprehensive (loss) income, net of tax ( 0.1 ) 2.0
+Added: Other comprehensive income (loss), net of tax 3.6 ( 2.0 ) 3.5 —
Total comprehensive income $ 38.2 $ 34.4 $ 60.9 $ 66.6
3 unchanged sentences
(in Millions)
−Removed: Three Months Ended
−Removed: March 31, 2023 March 31, 2022
+Added: Six Months Ended
+Added: June 30, 2023 June 30, 2022
Operating activities
3 unchanged sentences
Amortization of intangible assets 29.3 4.6
+Added: Non-cash asset impairment 2.5 —
+Added: Loss on dispositions of long-lived assets — 0.3
Deferred income taxes ( 1.6 ) 6.8
2 unchanged sentences
Changes in operating assets and liabilities:
−Removed: Receivables ( 3.2 ) ( 27.7 )
+Added: Receivables, net ( 22.2 ) ( 45.0 )
Inventories 28.8 ( 58.9 )
5 unchanged sentences
Expenditures for property, plant and equipment ( 11.1 ) ( 2.0 )
+Added: Acquisitions, net of cash acquired — 1.1
Proceeds from dispositions of long-lived assets 0.3 1.3
+Added: Proceeds from insurance claims 9.0 —
Proceeds associated with divestiture of discontinued operations — 35.0
9 unchanged sentences
Effect of exchange rate changes on cash, cash equivalents and restricted cash 1.3 ( 0.3 )
−Removed: Decrease in cash, cash equivalents and restricted cash ( 50.0 ) ( 23.4 )
+Added: (Decrease) increase in cash, cash equivalents and restricted cash ( 21.8 ) 13.8
Cash, cash equivalents and restricted cash at beginning of period 124.8 96.6
3 unchanged sentences
Notes to Condensed Consolidated Financial Statements
−Removed: March 31, 2023
+Added: June 30, 2023
Basis of Presentation and Significant Accounting Policies
13 unchanged sentences
Reclassifications
−Removed: Certain prior year amounts have been reclassified to conform to the presentation used for the three months ended March 31, 2023.
−Removed: Recent Accounting Pronouncements
−Removed: In December 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") ASU No.
−Removed: 2022-06, Reference Rate Reform (Topic 848):
−Removed: Deferral of the Sunset Date of Topic 848 ("ASU 2022-06").
−Removed: In 2020, the Board issued Accounting Standards Update No.
−Removed: 2020-04, Reference Rate Reform (Topic 848):
−Removed: Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which is described below.
−Removed: The Board included a sunset provision within Topic 848 based on expectations of when the London Interbank Offered Rate ("LIBOR") would cease being published.
−Removed: At the time that Update 2020-04 was issued, the UK Financial Conduct Authority ("FCA") had established its intent that it would no longer be necessary to persuade, or compel, banks to submit to LIBOR after December 31, 2021.
−Removed: As a result, the sunset provision was set for December 31, 2022—12 months after the expected cessation date of all currencies and tenors of LIBOR.
−Removed: In March 2021, the FCA announced that the intended cessation date of the overnight 1-, 3-, 6-, and 12-month tenors of USD LIBOR would be June 30, 2023, which is beyond the current sunset date of Topic 848.
−Removed: Because the current relief in Topic 848 may not cover a period of time during which a significant number of modifications may take place, the amendments in ASU 2022-06 defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848.
−Removed: The amendments in ASU 2022-06 are effective for all entities upon issuance of the update.
−Removed: The Company did not modify any material contracts due to reference rate reform during the three
−Removed: months ended March 31, 2023.
−Removed: The Company will continue to evaluate the impact this guidance will have on its consolidated financial statements for all future transactions affected by reference rate reform during the time permitted.
+Added: Certain prior year amounts have been reclassified to conform to the presentation used for the six months ended June 30, 2023.
On July 1, 2022, the Company completed the Elkay Merger for a purchase price of $ 1,457.8 million.
−Removed: Elkay, a market leader of commercial sinks and drinking water solutions, complements the Company's existing product portfolio.
+Added: Elkay, a market leader of drinking water solutions and commercial sinks, complements the Company's existing product portfolio.
The purchase price includes $ 1,411.9 million of Zurn's common stock based on Zurn's closing stock price of $ 27.48 on July 1, 2022, and $ 45.9 million of net cash payments for the repayment of Elkay's term loan and Elkay's transaction related costs outstanding that were in excess of Elkay's cash and cash equivalents at the time of closing.
Pursuant to the terms of the merger agreement, the Company issued 51,564,524 shares of its common stock, which represented approximately 29 % of outstanding shares immediately following the Merger.
−Removed: During the three months ended March 31, 2023, the preliminary purchase price was adjusted and is reflected in the purchase price amounts above, following the return of 186,020 of the shares issued at closing to the Company as a result of lower working capital and cash balances at closing compared to targets stipulated in the Merger Agreement.
+Added: During the six months ended June 30, 2023, the purchase price was adjusted and is reflected in the purchase price amounts above, following the return of 186,020 of the shares issued at closing to the Company as a result of lower working capital and cash balances at closing compared to targets stipulated in the merger agreement.
The shares returned to the Company were canceled upon receipt.
−Removed: In accordance with the Merger Agreement, the Company increased the size of its Board of Directors to eleven members, and appointed two directors designated by Elkay.
−Removed: As of March 31, 2023, the Board of Directors consisted of eleven members, including one director designated by Elkay.
+Added: In accordance with the merger agreement, at closing the Company increased the size of its Board of Directors to eleven members and appointed two directors designated by Elkay.
+Added: As of June 30, 2023, the Board of Directors consisted of ten members, including one director designated by Elkay.
Zurn senior management immediately prior to the consummation of the Elkay Merger remained as the executive officers of the Company immediately after the Elkay Merger.
1 unchanged sentence
As such, the Company applied the acquisition method of accounting to the identifiable assets and liabilities of the Elkay business, which have been measured at estimated fair value as of the date of the business combination.
+Added: The excess of the purchase price over the fair value assigned to the assets acquired and liabilities assumed was recorded as goodwill, which is not expected to be deductible for tax purposes.
Elkay’s assets and liabilities were measured at estimated fair values at July 1, 2022, primarily using Level 3 inputs.
1 unchanged sentence
Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates expected as of the Merger date.
−Removed: Due to the timing of the business combination and the nature of the net assets acquired, at March 31, 2023, the valuation process to determine the fair values is not complete and further adjustments are expected.
−Removed: The Company has estimated the preliminary fair value of net assets acquired based on information currently available and will continue to adjust those estimates as additional information becomes available.
−Removed: As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price allocation adjustments will be recorded during the measurement period, but no later than one year from the date of the Merger.
−Removed: The Company will reflect measurement period adjustments in the period in which the adjustments are determined.
−Removed: The preliminary fair value of the assets acquired and liabilities assumed were as follows (in millions):
−Removed: As Reported September 30, 2022 Measurement Period Adjustments As Reported March 31, 2023
+Added: As of June 30, 2023, the valuation process to determine the fair values of the net assets acquired during the measurement period was complete.
+Added: The final fair value of the assets acquired and liabilities assumed were as follows (in millions):
+Added: September 30, 2022 Measurement Period Adjustments As Reported
+Added: June 30, 2023
Assets acquired:
17 unchanged sentences
Total liabilities assumed 391.4 ( 13.5 ) 377.9
−Removed: Total preliminary purchase price $ 1,462.9 $ ( 5.1 ) $ 1,457.8
+Added: Total purchase price $ 1,462.9 $ ( 5.1 ) $ 1,457.8
Unaudited Pro Forma Information
−Removed: The following unaudited supplemental pro forma financial information presents the financial results from continuing operations for the three months ended March 31, 2022 as if the Elkay Merger had occurred on January 1, 2022.
+Added: The following unaudited supplemental pro forma financial information presents the financial results from continuing operations for the six months ended June 30, 2022 as if the Elkay Merger had occurred on January 1, 2022.
The pro forma financial information includes, where applicable, adjustments for:
−Removed: (i) additional amortization expense that would have been recognized related to the acquired intangible assets, (ii) additional depreciation expense that would have been recognized related to the acquired property, plant, and equipment, and (iii) the estimated income tax effect on the pro forma adjustments.
+Added: (i) additional amortization expense that would have been recognized related to the acquired intangible assets, (ii) additional depreciation expense that would have been recognized related to the acquired property, plant, and equipment, (iii) removing Elkay Merger-Related costs recognized by Elkay during the six months ended June 30, 2022 as these costs will not affect the combined operations, and (iv) the estimated income tax effect on the pro forma adjustments.
The pro forma financial information excludes adjustments for estimated cost synergies or other effects of the integration of the Elkay Merger.
The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the Elkay Merger been completed as of the date indicated or the results that may be obtained in the future.
−Removed: Three Months Ended
−Removed: March 31, 2022
+Added: Six Months Ended
+Added: June 30, 2022
Net sales $ 822.5
3 unchanged sentences
Restructuring and Other Similar Charges
−Removed: During the three months ended March 31, 2023, the Company continued to execute various restructuring actions.
+Added: During the three and six months ended June 30, 2023, the Company continued to execute various restructuring actions.
These initiatives were implemented to drive efficiencies and reduce operating costs while also modifying the Company's footprint to reflect changes in the markets it serves, the impact of acquisitions, including Elkay, on the Company's overall manufacturing capacity and the refinement of its overall product portfolio.
1 unchanged sentence
Management expects to continue executing similar initiatives to optimize its operating margin and manufacturing footprint.
−Removed: As such, the Company expects further expenses related to workforce reductions, potential impairment or accelerated depreciation of assets, lease termination costs and other facility rationalization costs.
+Added: As such, the Company expects further expenses related to workforce reductions, potential impairment or accelerated depreciation of assets, lease termination costs and other
+Added: facility rationalization costs.
The Company's restructuring plans are preliminary and the full extent of related expenses are not yet estimable.
−Removed: The following table summarizes the Company's restructuring and other similar charges during the three months ended March 31, 2023 and March 31, 2022, (in millions):
−Removed: Three Months Ended
−Removed: March 31, 2023 March 31, 2022
+Added: The following table summarizes the Company's restructuring and other similar charges during the three and six months ended June 30, 2023 and June 30, 2022, (in millions):
+Added: Three Months Ended Six Months Ended
+Added: June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022
Employee termination benefits $ 2.0 $ 0.2 $ 2.9 $ 1.3
1 unchanged sentence
Total restructuring and other similar costs $ 7.8 $ 0.3 $ 9.7 $ 1.4
−Removed: The following table summarizes the activity in the Company's restructuring accrual for the three months ended March 31, 2023 (in millions):
+Added: The following table summarizes the activity in the Company's restructuring accrual for the six months ended June 30, 2023 (in millions):
Employee termination benefits Contract termination and other associated costs Total
2 unchanged sentences
Cash payments ( 7.5 ) ( 5.1 ) ( 12.6 )
−Removed: Accrued Restructuring Costs, March 31, 2023 (1) $ 5.0 $ 1.0 $ 6.0
+Added: Non-cash charges (2) — ( 2.5 ) ( 2.5 )
+Added: Accrued Restructuring Costs, June 30, 2023 (1) $ 3.2 $ 0.4 $ 3.6
____________________
−Removed: (1) As of March 31, 2023, $ 5.9 million of the restructuring accrual is included in other current liabilities and $ 0.1 million is included in other liabilities in the condensed consolidated balance sheets.
+Added: (1) As of June 30, 2023, the restructuring accrual is included in other current liabilities in the condensed consolidated balance sheets.
As of December 31, 2022, $ 8.4 million of the restructuring accrual is included in other current liabilities and $ 0.6 million is included in other liabilities in the condensed consolidated balance sheets.
+Added: (2) Non-cash charges consist of asset impairments based on Level 3 inputs.
Discontinued Operations
−Removed: On October 4, 2021, the Company completed a Reverse Morris Trust tax-free spin-off transaction (the “Spin-Off Transaction”) in which (i) substantially all the assets and liabilities of the Company's PMC business were transferred to a newly created subsidiary, Land Newco, Inc.
+Added: On October 4, 2021, the Company completed a Reverse Morris Trust tax-free spin-off transaction (the “Spin-Off Transaction”) in which (i) substantially all the assets and liabilities of the Company's Process & Motion Control ("PMC") business were transferred to a newly created subsidiary, Land Newco, Inc.
(“Land”), (ii) the shares of Land were distributed to the Company's stockholders pro rata, and (iii) Land was merged with a subsidiary of Regal Rexnord Corporation (formerly known as Regal Beloit Corporation), in which the stock of Land was converted into a specified number of shares of Regal Rexnord Corporation in accordance with the exchange ratio.
The operating results of PMC are reported as discontinued operations in the condensed consolidated statements of operations for all periods presented, as the Spin-Off Transaction of PMC represented a strategic shift that had a major impact on operations and financial results.
−Removed: The condensed consolidated statements of cash flows for the three months ended March 31, 2023 and March 31, 2022 have not been adjusted to separately disclose cash flows related to the discontinued operations.
+Added: The condensed consolidated statements of cash flows for the six months ended June 30, 2023 and June 30, 2022 have not been adjusted to separately disclose cash flows related to the discontinued operations.
During 2022, the Company received $ 35.0 million from Regal Rexnord Corporation as a result of the final working capital and cash balances at closing exceeding the targets stipulated in the Spin-Off Transaction agreement.
−Removed: The major components of the Income from discontinued operations, net of tax presented in the condensed consolidated statements of operations for the three months ended March 31, 2023 and March 31, 2022, are as follows (in millions):
−Removed: Three Months Ended
−Removed: March 31, 2023 March 31, 2022
+Added: The major components of the Income from discontinued operations, net of tax presented in the condensed consolidated statements of operations for the three and six months ended June 30, 2023 and June 30, 2022, are as follows (in millions):
+Added: Three Months Ended Six Months Ended
+Added: June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022
+Added: Selling, general and administrative expenses (1) $ 1.8 $ — $ 1.8 $ —
Income from discontinued operations before income tax 1.8 — 1.8 —
−Removed: Income tax benefit 0.2 0.8
+Added: Income tax (expense) benefit ( 0.1 ) — 0.1 0.8
Income from discontinued operations, net of tax $ 1.7 $ — $ 1.9 $ 0.8
−Removed: The condensed consolidated statements of cash flows for the three months ended March 31, 2023 and March 31, 2022 have not been adjusted to separately disclose cash flows related to discontinued operations.
+Added: (1) Selling, general and administrative expenses include the reversal of certain accruals as a result of costs the Company will no longer incur related to the Spin-Off Transaction.
+Added: The condensed consolidated statements of cash flows for the six months ended June 30, 2023 and June 30, 2022 have not been adjusted to separately disclose cash flows related to discontinued operations.
However, the significant investing and financing cash flows and other significant non-cash operating items associated with the discontinued operations were as follows (in millions):
−Removed: Three Months Ended
−Removed: March 31, 2023 March 31, 2022
+Added: Six Months Ended
+Added: June 30, 2023 June 30, 2022
Proceeds associated with divestiture of discontinued operations $ — $ 35.0
16 unchanged sentences
The following tables present revenue disaggregated by customer type and the geographic region of the end customer (in millions):
−Removed: Three Months Ended
−Removed: Customer Type March 31, 2023 March 31, 2022
+Added: Three Months Ended Six Months Ended
+Added: Customer Type June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022
Institutional $ 183.8 $ 108.8 $ 351.7 $ 196.4
2 unchanged sentences
Total $ 403.2 $ 284.2 $ 775.3 $ 523.8
−Removed: Three Months Ended
−Removed: Geography March 31, 2023 March 31, 2022
+Added: Three Months Ended Six Months Ended
+Added: Geography June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022
United States $ 367.2 $ 257.5 $ 716.0 $ 477.1
9 unchanged sentences
A contract liability exists when the Company has received consideration or the amount is due from the customer in advance of revenue recognition.
−Removed: Contract liabilities and contract assets as of March 31, 2023 and December 31, 2022 were not material.
−Removed: The Company had backlog of $ 44.6 million as of March 31, 2023, which represents the most likely amount of consideration expected to be received in satisfying the remaining backlog under open contracts.
+Added: Contract liabilities and contract assets as of June 30, 2023 and December 31, 2022 were not material.
+Added: The Company had backlog of $ 53.6 million as of June 30, 2023, which represents the most likely amount of consideration expected to be received in satisfying the remaining backlog under open contracts.
The Company has elected to use the optional exemption provided by ASC 606-10-50-14A for variable consideration, and has not included estimated rebates in the amount of unsatisfied performance obligations.
−Removed: The Company expects to recognize approximately 99 % of the backlog in the remaining nine months of the year ending December 31, 2023, and the remaining approximately 1 % in 2024 and beyond.
+Added: The Company expects to recognize approximately 98 % of the backlog in the remaining six months of the year ending December 31, 2023, and the remaining approximately 2 % in 2024 and beyond.
Timing of Performance Obligations Satisfied at a Point in Time
9 unchanged sentences
If the amortization period of these costs is expected to be greater than one year, the costs would be subject to capitalization.
−Removed: As of March 31, 2023 and December 31, 2022, the contract assets capitalized, as well as amortization recognized in the three months ended March 31, 2023 and March 31, 2022, are not significant and no impairment losses were recognized.
+Added: As of June 30, 2023 and December 31, 2022, the contract assets capitalized, as well as amortization recognized in the three and six months ended June 30, 2023 and June 30, 2022, are not significant and no impairment losses were recognized.
Allowance for Credit Losses
13 unchanged sentences
Future changes to the balances of these valuation allowances, as a result of this continued review and analysis by the Company, could impact the financial statements for such period of change.
−Removed: The income tax provision was $ 9.1 million for the three months ended March 31, 2023, compared to $ 10.0 million for the three months ended March 31, 2022.
−Removed: The effective income tax rate for the three months ended March 31, 2023 was 28.7 % versus 25.4 % for the three months ended March 31, 2022.
−Removed: The effective income tax rate for each of the three months ended March 31, 2023 and the three months ended March 31, 2022 was above the U.S.
−Removed: federal statutory rate of 21% primarily due to the accrual of foreign income taxes, which are generally above the U.S.
−Removed: federal statutory rate, the accrual of additional income taxes associated with compensation deduction limitations under Section 162(m) of the Internal Revenue Code and the accrual of various state income taxes, partially offset by the recognition of certain previously unrecognized tax benefits due to the lapse of
−Removed: the applicable statutes of limitations, and, for the three months ended March 31, 2022, income tax benefits associated with share-based payments.
−Removed: The Company’s total liability for net unrecognized tax benefits as of March 31, 2023 and December 31, 2022 was $ 5.3 million and $ 5.5 million, respectively.
+Added: The income tax provision was $ 13.2 million for the three months ended June 30, 2023, compared to $ 11.3 million for the three months ended June 30, 2022.
+Added: The effective income tax rate for the three months ended June 30, 2023 was 28.6 % versus 23.7 % for the three months ended June 30, 2022.
+Added: The effective income tax rate for the three months ended June 30, 2023 and the three months ended June 30, 2022 was above the U.S.
+Added: federal statutory rate of 21% primarily due to the accrual of additional income taxes associated with compensation deduction limitations under Section 162(m) of the Internal Revenue Code, the accrual of various state income taxes and the accrual of foreign income taxes, which are generally above the U.S.
+Added: federal statutory rate, partially offset by the recognition of income tax benefits associated with share-based payments.
+Added: The income tax provision was $ 22.3 million for the six months ended June 30, 2023, compared to $ 21.3 million for the six months ended June 30, 2022.
+Added: The effective income tax rate for the six months ended June 30, 2023 was 28.7 % versus 24.5 % for the six months ended June 30, 2022.
+Added: The effective income tax rate for the six months ended June 30, 2023 and the six months ended June 30, 2022 was above the U.S.
+Added: federal statutory rate of 21% primarily due to the accrual of additional income taxes associated with compensation deduction limitations under Section 162(m) of the Internal Revenue Code, the accrual of various state income taxes and the accrual of foreign income taxes, which are generally above the U.S.
+Added: federal statutory rate, partially offset by the recognition of income tax benefits associated with share-based payments.
+Added: The Company’s total liability for net unrecognized tax benefits as of June 30, 2023 and December 31, 2022 was $ 5.4 million and $ 5.5 million, respectively.
The Company recognizes accrued interest and penalties related to unrecognized income tax benefits in income tax expense.
−Removed: As of March 31, 2023 and December 31, 2022, the total amount of unrecognized tax benefits includes $ 0.7 million of gross accrued interest and penalties.
−Removed: The Company recognized $ 0.1 million and $( 0.1 ) million of net interest and penalties as income tax expense (benefit) during the three months ended March 31, 2023 and March 31, 2022, respectively.
+Added: As of June 30, 2023 and December 31, 2022, the total amount of unrecognized tax benefits includes gross accrued interest and penalties of $ 0.9 million and $ 0.7 million, respectively.
+Added: The Company recognized $ 0.2 million and $ 0.0 million of net interest and penalties as income tax expense during the six months ended June 30, 2023 and June 30, 2022, respectively.
The Company conducts business in multiple locations within and outside the U.S.
1 unchanged sentence
Currently, the Company is undergoing routine, periodic income tax examinations in foreign jurisdictions.
−Removed: In accordance with the terms of the VAG sale agreement, the Company is required to indemnify the purchaser for any future income tax liabilities associated with all open tax years ending prior to, and including, the short period ended on the date of the Company's sale of VAG.
+Added: In accordance with the terms of the sale agreement relating to a group of certain previously owned legal entities (the parent of which was VAG Holding GbmH, "VAG"), the Company is required to indemnify the purchaser for any future income tax liabilities associated with all open tax years ending prior to, and including, the short period ended on the date of the Company's sale of VAG.
VAG was notified by the German tax authorities of its intention to conduct an income tax examination of the VAG German entities’ corporate income and trade tax returns for the tax years ended March 31, 2014 through 2019.
8 unchanged sentences
Diluted net income per share from continuing and discontinued operations is computed based on the weighted average number of common shares outstanding, increased by the number of incremental shares that would have been outstanding if the potential dilutive shares were issued through the exercise of outstanding stock options to purchase common shares, except when the effect would be anti-dilutive.
−Removed: The computation for diluted net income per share for the three months ended March 31, 2023 and March 31, 2022 excludes 1.2 million and 0.2 million common shares due to their anti-dilutive effects, respectively.
+Added: The computation for diluted net income per share for the three and six months ended June 30, 2023 excludes 0.4 million shares due to their anti-dilutive effects.
+Added: The computation for diluted net income per share for the three and six months ended June 30, 2022 excludes 0.2 million shares due to their anti-dilutive effects.
Stockholders' Equity
10 unchanged sentences
Balance at March 31, 2022 $ 1.3 $ 1,437.0 $ ( 1,171.7 ) $ ( 72.9 ) $ 193.7
+Added: Total comprehensive income (loss) — — 36.4 ( 2.0 ) 34.4
+Added: Stock-based compensation expense — 3.8 — — 3.8
+Added: Proceeds from exercise of stock options — 1.3 — — 1.3
+Added: Common stock dividends ($ 0.03 per share)
+Added: — ( 3.8 ) — — ( 3.8 )
+Added: Balance at June 30, 2022 $ 1.3 $ 1,438.3 $ ( 1,135.3 ) $ ( 74.9 ) $ 229.4
Common stock (1) Additional
4 unchanged sentences
Balance at December 31, 2022 $ 1.8 $ 2,853.1 $ ( 1,164.9 ) $ ( 75.0 ) $ 1,615.0
−Removed: Total comprehensive income — — 22.8 ( 0.1 ) 22.7
+Added: Total comprehensive income (loss) — — 22.8 ( 0.1 ) 22.7
Stock-based compensation expense — 11.2 — — 11.2
6 unchanged sentences
Balance at March 31, 2023 $ 1.8 $ 2,851.9 $ ( 1,179.1 ) $ ( 75.1 ) $ 1,599.5
+Added: Total comprehensive income — — 34.6 3.6 38.2
+Added: Stock-based compensation expense — 10.2 — — 10.2
+Added: Proceeds from exercise of stock options — 0.6 — — 0.6
+Added: Repurchase of common stock ( 0.1 ) — ( 50.8 ) — ( 50.9 )
+Added: Common stock dividends ($ 0.07 per share)
— ( 9.0 ) — — ( 9.0 )
−Removed: (1) During the three months ended March 31, 2023 and March 31, 2022 , the Company issued 156,319 and 127,001 shares of common stock upon the exercise of stock options, vesting of restricted stock units, and for other common stock issuances, respectively.
−Removed: (2) During the three months ended March 31, 2023, 186,020 of the shares issued at closing of the Elkay Merger were returned to the Company as a result of lower working capital and cash balances at closing compared to targets stipulated in the Merger Agreement.
+Added: Balance at June 30, 2023 $ 1.7 $ 2,853.7 $ ( 1,195.3 ) $ ( 71.5 ) $ 1,588.6
+Added: ____________________
+Added: (1) During the three and six months ended June 30, 2023, the Company issued 170,917 and 327,236 shares of common stock upon the exercise of stock options, vesting of restricted stock units, and for other common stock issuances, respectively.
+Added: During the three and six months ended June 30, 2022, the Company issued 335,177 and 462,178 shares of common stock upon the exercise of stock options, vesting of restricted stock units, and for other common stock issuances, respectively.
+Added: (2) During the six months ended June 30, 2023, 186,020 of the shares issued at closing of the Elkay Merger were returned to the Company as a result of lower working capital and cash balances at closing compared to targets stipulated in the Merger Agreement.
The shares returned to the Company were canceled upon receipt.
5 unchanged sentences
The Repurchase Program does not require the Company to acquire any particular amount of common stock and does not specify the timing of purchases or the prices to be paid;
−Removed: however, the program will continue until the maximum amount of dollars authorized have been expended or until it is modified or terminated by the Board.
−Removed: During the three months ended March 31, 2023, the Company repurchased 1,682,756 shares of common stock at a total cost of $ 37.0 million at a weighted average price of $ 21.99 per share.
+Added: however, the program will continue until the maximum
+Added: amount of dollars authorized have been expended or until it is modified or terminated by the Board.
+Added: During the three months ended June 30, 2023, the Company repurchased 2,307,113 shares of common stock at a total cost of $ 50.1 million at a weighted average price of $ 21.67 per share.
+Added: During the six months ended June 30, 2023, the Company repurchased 3,989,869 shares of common stock at a total cost of $ 87.1 million at a weighted average price of $ 21.81 per share.
The repurchased shares were canceled by the Company upon receipt.
−Removed: During the three months ended March 31, 2022, the Company did no t repurchase any shares of common stock.
−Removed: Approximately $ 478.5 million of the existing authority remained under the Repurchase Program at March 31, 2023.
+Added: During the three and six months ended June 30, 2022, the Company did no t repurchase any shares of common stock.
+Added: Approximately $ 428.5 million of the existing authority remained under the Repurchase Program at June 30, 2023.
Accumulated Other Comprehensive Loss
−Removed: The changes in accumulated other comprehensive loss, net of tax, for the three months ended March 31, 2023, are as follows (in millions):
+Added: The changes in accumulated other comprehensive loss, net of tax, for the six months ended June 30, 2023, are as follows (in millions):
Foreign Currency Translation and Other Pension and Postretirement Plans Total
Balance at December 31, 2022 $ ( 75.1 ) $ 0.1 $ ( 75.0 )
−Removed: Other comprehensive loss before reclassifications ( 0.1 ) — ( 0.1 )
−Removed: Net current period other comprehensive loss ( 0.1 ) — ( 0.1 )
−Removed: Balance at March 31, 2023 $ ( 75.2 ) $ 0.1 $ ( 75.1 )
−Removed: There were no amounts reclassified from accumulated other comprehensive loss to net income during the three months ended March 31, 2023 and 2022.
+Added: Other comprehensive income before reclassifications 3.5 — 3.5
+Added: Net current period other comprehensive income 3.5 — 3.5
+Added: Balance at June 30, 2023 $ ( 71.6 ) $ 0.1 $ ( 71.5 )
+Added: There were no amounts reclassified from accumulated other comprehensive loss to net income during the three and six months ended June 30, 2023 and 2022.
The major classes of inventories are summarized as follows (in millions):
−Removed: March 31, 2023 December 31, 2022
+Added: June 30, 2023 December 31, 2022
Finished goods $ 243.6 $ 285.9
5 unchanged sentences
Goodwill and Intangible Assets
−Removed: The changes in the net carrying value of goodwill for the three months ended March 31, 2023, are presented below (in millions):
+Added: The changes in the net carrying value of goodwill for the six months ended June 30, 2023, are presented below (in millions):
Net carrying amount as of December 31, 2022 $ 777.0
1 unchanged sentence
Purchase accounting adjustments (1) 19.0
−Removed: Net carrying amount as of March 31, 2023 $ 790.7
+Added: Net carrying amount as of June 30, 2023 $ 795.9
(1) Refer to Note 2, Acquisition for additional information regarding the acquisition and purchase accounting adjustments.
−Removed: The gross carrying amount and accumulated amortization for each major class of identifiable intangible assets as of March 31, 2023 and December 31, 2022 are as follows (in millions):
−Removed: March 31, 2023
+Added: The gross carrying amount and accumulated amortization for each major class of identifiable intangible assets as of June 30, 2023 and December 31, 2022 are as follows (in millions):
+Added: June 30, 2023
Weighted Average Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount
13 unchanged sentences
Total intangible assets, net 16 years $ 1,338.9 $ ( 329.2 ) $ 1,009.7
−Removed: Intangible asset amortization expense totaled $ 14.7 million and $ 3.0 million for the three months ended March 31, 2023 and March 31, 2022, respectively.
−Removed: The Company expects to recognize amortization expense on the intangible assets subject to amortization of $ 58.7 million in the year ending December 31, 2023 (inclusive of the $ 14.7 million of amortization expense recognized in the three months ended March 31, 2023), $ 58.7 million in 2024, $ 58.7 million in 2025, $ 58.5 million in 2026, $ 58.5 million in 2027 and $ 58.5 million in 2028.
+Added: Intangible asset amortization expense totaled $ 14.6 million and $ 1.6 million for the three months ended June 30, 2023 and June 30, 2022, respectively.
+Added: Intangible asset amortization expense totaled $ 29.3 million and $ 4.6 million for the six months ended June 30, 2023 and June 30, 2022, respectively.
+Added: The Company expects to recognize amortization expense on the intangible assets subject to amortization of $ 58.8 million in the year ending December 31, 2023 (inclusive of the $ 29.3 million of amortization expense recognized in the six months ended June 30, 2023), $ 58.8 million in 2024, $ 58.7 million in 2025, $ 58.6 million in 2026, $ 58.5 million in 2027 and $ 58.5 million in 2028.
Other Current Liabilities
Other current liabilities are summarized as follows (in millions):
−Removed: March 31, 2023 December 31, 2022
+Added: June 30, 2023 December 31, 2022
Commissions $ 11.6 $ 9.0
16 unchanged sentences
Long-term debt is summarized as follows (in millions):
−Removed: March 31, 2023 December 31, 2022
+Added: June 30, 2023 December 31, 2022
Term loan (1) $ 533.4 $ 535.3
4 unchanged sentences
____________________
−Removed: (1) Includes unamortized debt issuance costs of $ 8.8 million and $ 9.2 million at March 31, 2023 and December 31, 2022, respectively.
+Added: (1) Includes unamortized debt issuance costs of $ 8.4 million and $ 9.2 million at June 30, 2023 and December 31, 2022, respectively.
Senior Secured Credit Facility
On October 4, 2021, ZBS Global, Inc.
−Removed: (“Holdings”), Zurn Holdings, Inc., Zurn LLC (together, the “Original Borrowers”), the lenders from time to time party thereto, and Credit Suisse AG, Cayman Islands Branch, as administrative agent for the lenders (in such capacity, the “Administrative Agent”) entered into a Fourth Amended and Restated First Lien Credit Agreement as amended by that certain Amendment No.
+Added: (“Holdings”), Zurn Holdings, Inc., Zurn LLC (together, the “Original Borrowers”), the lenders from time to time party thereto, and Credit Suisse AG, Cayman Islands Branch, as administrative agent for the lenders (in such capacity, the “Administrative Agent”) entered into a Fourth Amended and Restated First Lien Credit Agreement, which was amended by that certain Amendment No.
1 to Fourth Amended and Restated First Lien Credit Agreement dated as of July 1, 2022 (the "2022 Amendment") (as so amended, the “Credit Agreement”).
4 unchanged sentences
The Credit Agreement contains representations, warranties, covenants and events of default, including, without limitation, a financial covenant under which the Borrowers are, if certain conditions are met, obligated to maintain on a consolidated basis, as of the end of each fiscal quarter, a certain maximum Net First Lien Leverage Ratio (as defined in the Credit Agreement).
−Removed: As of March 31, 2023, the Borrowers were in compliance with all applicable covenants under the Credit Agreement.
−Removed: The Credit Agreement amended and restated in its entirety the Company’s Third Amended and Restated First Lien Credit Agreement, as amended (the “Prior Credit Agreement”).
−Removed: At December 31, 2020, the Prior Credit Agreement was funded by a syndicate of banks and other financial institutions and provided for (i) a $ 625.0 million term loan facility (the “Prior Term Loan”) and (ii) a $ 264.0 million revolving credit facility.
−Removed: In connection with the 2021 amendment of the Credit Agreement, the Company recognized a $ 20.4 million loss in the prior year on the extinguishment of debt, comprised of refinancing-related costs incurred and a non-cash write-off of debt issuance costs associated with the previous debt outstanding.
+Added: As of June 30, 2023, the Borrowers were in compliance with all applicable covenants under the Credit Agreement.
The Credit Agreement provides for the issuance of a term loan facility in an aggregate principal amount of $ 550.0 million.
−Removed: The proceeds of the Term Loan were, together with the dividend received by the Company in connection with the Spin-Off Transaction and cash on hand, used to (i) repay in full the aggregate principal amount outstanding of the Prior Term Loan, together with accrued interest thereon, (ii) redeem the $ 500 million of outstanding principal amount of the Notes, as described below, and (iii) pay related fees and expenses.
+Added: The proceeds of the Term Loan were, together with the dividend received by the Company in connection with the Spin-Off Transaction and cash on hand, used to (i) repay in full a $ 625 million term loan, together with accrued interest thereon, (ii) redeem the $ 500 million of outstanding principal amount of the 4.875 % notes, and (iii) pay related fees and expenses.
The Term Loan has a maturity date of October 4, 2028.
−Removed: Commencing on March 31, 2022, the Borrowers are required to make quarterly payments of principal in an amount equal to $ 1.4 million on each quarter until the maturity date.
−Removed: The Term Loan bears interest at the Borrowers’ option, by reference to a base rate or a rate based on LIBOR, in either case plus an applicable margin determined quarterly based on the Borrowers’ Net First Lien Leverage Ratio as of the last day of each fiscal quarter.
−Removed: If the Net First Lien Leverage Ratio is greater than 1.80 to 1.00, the applicable margin shall equal 1.25 % in the case of base rate borrowings and 2.25 % in the case of LIBOR borrowings.
−Removed: In the event the Borrowers’ Net First Lien Leverage Ratio is less than or equal to 1.80 to 1.00, the applicable margin on both base rate and LIBOR borrowings would
−Removed: decrease by 0.25 %.
−Removed: The Borrowers’ Net First Lien Leverage Ratio was 1.63 to 1.00 as of March 31, 2023, and therefore the applicable margin is 2.00 %.
−Removed: At March 31, 2023 and for the three months then ended, the borrowings under the Term Loan had weighted-average effective interest rates of 6.86 % and 6.53 %, respectively.
+Added: The Borrowers are required to make quarterly payments of principal in an amount equal to $ 1.4 million on each quarter until the maturity date.
+Added: Prior to July 1, 2023, the Term Loan bore interest at the Borrowers’ option, by reference to a base rate or a rate based on LIBOR, in either case plus an applicable margin determined quarterly based on the Borrowers’ Net First Lien Leverage Ratio as of the last day of each fiscal quarter.
+Added: If the Net First Lien Leverage Ratio was greater than 1.80 to 1.00, the applicable margin shall equal 1.25 % in the case of base rate borrowings and 2.25 % in the case of LIBOR borrowings.
+Added: In the event the Borrowers’ Net First Lien Leverage Ratio was less than or equal to 1.80 to 1.00, the applicable margin on both base rate and LIBOR borrowings would decrease by 0.25 %.
+Added: The Borrowers’ Net First Lien Leverage Ratio was 1.54 to 1.00 as of June 30, 2023, and therefore the applicable margin is 2.00 %.
+Added: At June 30, 2023 and for the six months then ended, the borrowings under the Term Loan had weighted-average effective interest rates of 7.22 % and 6.78 %, respectively.
+Added: Effective July 1, 2023, the secured overnight financing rate ("SOFR") replaced LIBOR, and accordingly, beginning July 1, 2023 the Term Loan will bear interest by reference to a base rate or a rate based on Term SOFR, plus a Term SOFR adjustment of 0.115 %, 0.262 %, or 0.428 % for interest periods of one month, three months, and six months, respectively, plus
+Added: an applicable margin based on the Borrowers' Net First Lien Leverage Ratio as of the last day of each fiscal quarter as illustrated above.
Revolving Credit Facility
The Credit Agreement includes a $ 200.0 million revolving credit facility that has a maturity date of October 2, 2026.
−Removed: Borrowings under the Revolving Credit Facility bear interest at the Borrowers’ option, by reference to a base rate or a rate based on LIBOR, in either case, plus an applicable margin determined quarterly based on the Borrowers’ Net First Lien Leverage Ratio as of the last day of each fiscal quarter.
−Removed: If the Net First Lien Leverage Ratio is greater than 2.00 to 1.00, the applicable margin shall equal 1.00 % in the case of base rate borrowings and 2.00 % in the case of LIBOR borrowings.
−Removed: In the event the Borrowers' Net First Lien Leverage Ratio is less than or equal to 2.00 to 1.00, the applicable margin on both base rate and LIBOR borrowings would decrease by 0.25 %.
−Removed: The Borrowers’ Net First Lien Leverage Ratio was 1.63 to 1.00 as of March 31, 2023.
+Added: Prior to July 1, 2023, borrowings under the Revolving Credit Facility bore interest at the Borrowers’ option, by reference to a base rate or a rate based on LIBOR, in either case, plus an applicable margin determined quarterly based on the Borrowers’ Net First Lien Leverage Ratio as of the last day of each fiscal quarter.
+Added: If the Net First Lien Leverage Ratio was greater than 2.00 to 1.00, the applicable margin shall equal 1.00 % in the case of base rate borrowings and 2.00 % in the case of LIBOR borrowings.
+Added: In the event the Borrowers' Net First Lien Leverage Ratio was less than or equal to 2.00 to 1.00, the applicable margin on both base rate and LIBOR borrowings would decrease by 0.25 %.
+Added: The Borrowers’ Net First Lien Leverage Ratio was 1.54 to 1.00 as of June 30, 2023.
The Borrowers are also required to pay a quarterly commitment fee on the average daily unused portion of the Revolving Credit Facility for each fiscal quarter and fees in connection with the issuance of letters of credit.
If the Net First Lien Leverage Ratio is greater than 2.00 to 1.00, the commitment fee shall equal 0.50 %, and if the Company's Net First Lien Leverage Ratio is less than or equal to 2.00 to 1.00, the commitment fee shall equal 0.375 %.
−Removed: At March 31, 2023 and December 31, 2022, there were no amounts borrowed under the Revolving Credit Facility.
−Removed: As of March 31, 2023 and December 31, 2022, $ 6.3 million and $ 7.5 million of the Revolving Credit Facility was considered utilized in connection with outstanding letters of credit, respectively.
+Added: At June 30, 2023 and December 31, 2022, there were no amounts borrowed under the Revolving Credit Facility.
+Added: As of June 30, 2023 and December 31, 2022, $ 5.8 million and $ 7.5 million of the Revolving Credit Facility was considered utilized in connection with outstanding letters of credit, respectively.
+Added: Effective July 1, 2023, the SOFR replaced LIBOR, and accordingly, beginning July 1, 2023 the Revolving Credit Facility will bear interest by reference to a base rate or a rate based on Term SOFR, plus a Term SOFR adjustment of 0.115 %, 0.262 %, or 0.428 % for interest periods of one month, three months, and six months, respectively, plus an applicable margin based on the Borrowers' Net First Lien Leverage Ratio as of the last day of each fiscal quarter as illustrated above.
Finance Leases
−Removed: At March 31, 2023 and December 31, 2022, the Company had finance lease obligations of $ 22.3 million and $ 0.6 million, respectively.
+Added: At June 30, 2023 and December 31, 2022, the Company had finance lease obligations of $ 22.0 million and $ 0.6 million, respectively.
Fair Value Measurements
17 unchanged sentences
The deferred compensation plan assets are classified within other assets on the condensed consolidated balance sheets.
−Removed: Deferred compensation plan liabilities are measured at fair value based on quoted prices of identical instruments to the investment vehicles selected by the participants categorized as Level 1.
+Added: Deferred compensation plan liabilities are measured at fair value based on quoted prices of identical instruments to the investment
+Added: vehicles selected by the participants categorized as Level 1.
Deferred compensation plan liabilities are classified within other liabilities on the condensed consolidated balance sheets.
−Removed: The following table provides a summary of the Company's assets and liabilities that were recognized at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 (in millions):
−Removed: Fair Value as of March 31, 2023
+Added: The following table provides a summary of the Company's assets and liabilities that were recognized at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 (in millions):
+Added: Fair Value as of June 30, 2023
Level 1 Level 2 Level 3 Total
5 unchanged sentences
Deferred compensation plan liabilities 12.1 — — 12.1
−Removed: There were no transfers of assets between levels at March 31, 2023 and December 31, 2022, respectively.
+Added: There were no transfers of assets between levels at June 30, 2023 and December 31, 2022, respectively.
Fair Value of Non-Derivative Financial Instruments
−Removed: The carrying amounts of cash, receivables, payables and accrued liabilities approximated fair value at March 31, 2023 and December 31, 2022, due to the short-term nature of those instruments.
−Removed: The fair value of long-term debt as of March 31, 2023 and December 31, 2022, was approximately $ 564.0 million and $ 543.1 million, respectively.
+Added: The carrying amounts of cash, receivables, payables and accrued liabilities approximated fair value at June 30, 2023 and December 31, 2022, due to the short-term nature of those instruments.
+Added: The fair value of long-term debt as of June 30, 2023 and December 31, 2022, was approximately $ 562.4 million and $ 543.1 million, respectively.
The fair value is based on quoted market prices for the same instruments.
3 unchanged sentences
The following table presents changes in the Company’s product warranty liability (in millions):
−Removed: Three Months Ended
−Removed: March 31, 2023 March 31, 2022
+Added: Six Months Ended
+Added: June 30, 2023 June 30, 2022
Balance at beginning of period $ 4.2 $ 1.3
7 unchanged sentences
Certain Company subsidiaries are subject to asbestos litigation.
−Removed: As of March 31, 2023, Zurn and numerous other unrelated companies were defendants in approximately 6,000 asbestos related lawsuits representing approximately 7,000 claims.
+Added: As of June 30, 2023, Zurn and numerous other unrelated companies were defendants in approximately 6,000 asbestos related lawsuits representing approximately 7,500 claims.
Plaintiffs' claims allege personal injuries caused by exposure to asbestos used primarily in industrial boilers formerly manufactured by a segment of Zurn.
2 unchanged sentences
These claims are being handled pursuant to a defense strategy funded by insurers.
−Removed: As of March 31, 2023, the Company estimates the potential liability for the asbestos-related claims described above, as well as the claims expected to be filed in the next ten years , to be approximately $ 79.0 million, of which Zurn expects approximately $ 58.0 million to be paid in the next ten years on such claims, with the balance of the estimated liability being paid in subsequent years.
+Added: As of June 30, 2023, the Company estimates the potential liability for the asbestos-related claims described above, as well as the claims expected to be filed in the next ten years , to be approximately $ 79.0 million, of which Zurn expects approximately $ 58.0 million to be paid in the next ten years on such claims, with the balance of the estimated liability being paid in subsequent years.
The $ 79.0 million was developed based on actuarial studies and represents the projected indemnity payout for current and future claims.
−Removed: There are inherent uncertainties involved in estimating the number of future asbestos claims, future settlement costs, and the effectiveness of defense strategies and settlement initiatives.
−Removed: As a result, actual liability
−Removed: could differ from the estimate described herein and could be substantial.
+Added: There are inherent uncertainties involved in estimating the number of future asbestos
+Added: claims, future settlement costs, and the effectiveness of defense strategies and settlement initiatives.
+Added: As a result, actual liability could differ from the estimate described herein and could be substantial.
The liability for the asbestos-related claims is recorded in reserve for asbestos claims within the condensed consolidated balance sheets.
−Removed: Management estimates that the available insurance to cover this ten-year estimated potential asbestos liability as of March 31, 2023 is $ 72.1 million.
+Added: Management estimates that the available insurance to cover this ten year estimated potential asbestos liability as of June 30, 2023 is $ 72.1 million.
The Company recorded a receivable from its insurance carriers, which corresponds to the amount of this potential asbestos liability that is covered by available insurance and is currently determined to be probable of recovery.
5 unchanged sentences
The components of net periodic (benefit) cost are as follows (in millions):
−Removed: Three Months Ended
−Removed: March 31, 2023 March 31, 2022
+Added: Three Months Ended Six Months Ended
+Added: June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022
Pension Benefits:
1 unchanged sentence
Expected return on plan assets ( 1.8 ) ( 2.4 ) ( 3.7 ) ( 4.8 )
−Removed: Net periodic benefit cost $ 1.1 $ ( 0.3 )
+Added: Net periodic cost (benefit) $ 1.2 $ ( 0.2 ) $ 2.3 $ ( 0.5 )
Other Postretirement Benefits:
Interest cost $ 0.1 $ — $ 0.3 $ 0.1
−Removed: Net periodic benefit cost $ 0.2 $ 0.1
−Removed: The service cost component of net periodic benefits is presented within Cost of sales and Selling, general and administrative expenses in the condensed consolidated statements of operations, while the other components of net periodic benefit cost are presented within Other (expense) income, net.
+Added: Net periodic cost $ 0.1 $ — $ 0.3 $ 0.1
+Added: The service cost component of net periodic benefits is presented within Cost of sales and Selling, general and administrative expenses in the condensed consolidated statements of operations, while the other components of net periodic (benefit) cost are presented within Other income (expense), net.
The Company recognizes the net actuarial gains or losses in excess of the corridor in operating results during the final quarter of each fiscal year (or upon any required re-measurement event).
−Removed: During the three months ended March 31, 2023 and March 31, 2022, the Company made contributions of $ 0.1 million and $ 0.2 million, respectively, to its U.S.
+Added: During the six months ended June 30, 2023 and June 30, 2022, the Company made contributions of $ 0.1 million and $ 0.7 million, respectively, to its U.S.
qualified pension plan trusts.
2 unchanged sentences
The Zurn Elkay Water Solutions Corporation Performance Incentive Plan (the "Plan") is utilized to provide performance incentives to the Company's officers, employees, directors and certain others by permitting grants of equity awards (for common stock), as well as performance-based cash awards, to such persons to encourage them to maximize the Company's performance and create value for the Company's stockholders.
−Removed: For the three months ended March 31, 2023 and March 31, 2022, the Company recognized $ 10.3 million and $ 3.9 million of stock-based compensation expense, respectively.
−Removed: During the three months ended March 31, 2023, the Company granted the following stock options, restricted stock units, performance stock units and common stock to directors, executive officers, and certain other employees:
+Added: For the three months ended June 30, 2023 and June 30, 2022, the Company recognized $ 10.2 million and $ 3.8 million of stock-based compensation expense, respectively.
+Added: For the six months ended June 30, 2023 and June 30, 2022, the Company recognized $ 20.5 million and $ 7.7 million of stock-based compensation expense, respectively.
+Added: During the six months ended June 30, 2023, the Company granted the following stock options, restricted stock units, performance stock units and common stock to directors, executive officers, and certain other employees:
Award Type Number of Awards Weighted Average Grant-Date Fair Value
4 unchanged sentences
See Note 15, Stock-Based Compensation, to the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, for further information regarding stock-based compensation.
+Added: Subsequent Events
+Added: On July 20, 2023, the Company's Board of Directors declared a quarterly cash dividend on the Company's common stock of $ 0.07 per-share to be paid on September 7, 2023, to stockholders of record as of August 18, 2023.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.