3 unchanged sentences
(in Millions, except share amounts)
−Removed: September 30, 2024 December 31, 2023
+Added: March 31, 2025 December 31, 2024
Current assets:
28 unchanged sentences
shares issued and outstanding:
−Removed: 169,846,056 at September 30, 2024 and 172,262,163 at December 31, 2023
+Added: 168,524,138 at March 31, 2025 and 170,308,023 at December 31, 2024
Additional paid-in capital 2,824.0 2,828.2
7 unchanged sentences
(in Millions, except share and per share amounts)
−Removed: Three Months Ended Nine Months Ended
−Removed: September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
+Added: Three Months Ended
+Added: March 31, 2025 March 31, 2024
Net sales $ 388.8 $ 373.8
29 unchanged sentences
(in Millions)
−Removed: Three Months Ended Nine Months Ended
−Removed: September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
+Added: Three Months Ended
+Added: March 31, 2025 March 31, 2024
Net income $ 43.6 $ 34.3
−Removed: Other comprehensive income (loss):
+Added: Other comprehensive loss:
Foreign currency translation adjustments ( 0.2 ) ( 2.5 )
−Removed: Other comprehensive income (loss), net of tax 0.6 ( 2.1 ) ( 3.4 ) 1.4
+Added: Other comprehensive loss, net of tax ( 0.2 ) ( 2.5 )
Total comprehensive income $ 43.4 $ 31.8
3 unchanged sentences
(in Millions)
−Removed: Nine Months Ended
−Removed: September 30, 2024 September 30, 2023
+Added: Three Months Ended
+Added: March 31, 2025 March 31, 2024
Operating activities
7 unchanged sentences
Other non-cash expenses — 1.3
+Added: Pension curtailment ( 0.7 ) —
Stock-based compensation expense 10.5 10.0
9 unchanged sentences
Proceeds from dispositions of long-lived assets — 1.6
−Removed: Proceeds from insurance claims — 9.0
Cash used for investing activities ( 4.3 ) ( 2.1 )
Financing activities
−Removed: Proceeds from borrowings of debt — 13.0
Repayments of debt ( 0.2 ) ( 0.2 )
5 unchanged sentences
Effect of exchange rate changes on cash, cash equivalents and restricted cash 0.2 ( 0.5 )
−Removed: Increase in cash, cash equivalents and restricted cash 51.2 48.3
+Added: (Decrease) increase in cash, cash equivalents and restricted cash ( 53.3 ) 20.4
Cash, cash equivalents and restricted cash at beginning of period 198.0 136.7
3 unchanged sentences
Notes to Condensed Consolidated Financial Statements
−Removed: September 30, 2024
+Added: March 31, 2025
Basis of Presentation and Significant Accounting Policies
4 unchanged sentences
These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
−Removed: Divestiture of Asbestos Liabilities and Certain Assets
−Removed: On December 15, 2023, Zurn Holdings, Inc.
−Removed: (“Holdings”) sold all of the equity interests of its direct subsidiary Zurn Industries, LLC (“Zurn Industries”), together with Zurn Industries’ direct and indirect subsidiaries that primarily held asbestos liabilities, certain assets and cash, in a stock sale transaction to an unaffiliated buyer (“Sale Transaction”).
−Removed: As a result of the Sale Transaction, all asbestos obligations and liabilities, related insurance assets and associated deferred taxes, and other assets sold to the buyer, have been removed from the Company’s consolidated balance sheet effective December 15, 2023 and the Company no longer has any obligation with respect to pending and future asbestos claims related to the divested entities.
−Removed: A loss on the divestiture of asbestos liabilities and certain assets of $ 11.4 million was recognized in the consolidated statements of operations for the twelve months ended December 31, 2023.
−Removed: See Note 15, Commitments and Contingencies, for additional information on the Sale Transaction.
−Removed: On July 1, 2022, Zurn Water Solutions Corporation ("Zurn") completed its combination with Elkay Manufacturing Company (“Elkay”) through the Merger of Elkay with and into a newly created subsidiary of the Company, with Elkay surviving as a wholly owned subsidiary of Zurn Elkay (the “Merger” or "Elkay Transaction").
−Removed: The Company's results of operations include the acquired operations subsequent to July 1, 2022.
−Removed: See Note 2, Acquisition, for additional information on the Elkay Transaction.
Zurn Elkay is a growth-oriented, pure-play water management business that designs, procures, manufactures, and markets what the Company believes to be the broadest sustainable product portfolio of specification-driven water management solutions to improve health, hydration, human safety and the environment.
4 unchanged sentences
Recent Accounting Pronouncements
−Removed: From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting.
−Removed: The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its consolidated balance sheets, consolidated statements of operations, and consolidated statements of cash flows when implemented.
−Removed: On July 1, 2022, the Company completed the Elkay Merger for a purchase price (after final purchase price adjustments) of $ 1,457.8 million.
−Removed: Elkay, a market leader of drinking water solutions and commercial sinks, complements the Company's existing product portfolio.
−Removed: 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.
−Removed: 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 first quarter of 2023, we completed the final price adjustments and the adjusted purchase price 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.
−Removed: The shares returned to the Company were canceled upon receipt.
−Removed: 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.
−Removed: As of September 30, 2024, the Board of Directors consisted of ten members, including one director designated by Elkay.
−Removed: 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.
−Removed: The Company's management determined that the Company is the accounting acquirer in the Elkay Merger based on the facts and circumstances noted within this section and other relevant factors.
−Removed: As such, the Company applied the acquisition method of accounting to the identifiable assets and liabilities of the Elkay business, which were measured at estimated fair value as of the date of the business combination.
−Removed: 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 deductible for tax purposes.
−Removed: Elkay’s assets and liabilities were measured at estimated fair values at July 1, 2022, primarily using Level 3 inputs.
−Removed: Estimates of fair value represent management’s best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows, discount rates, competitive trends, margin and revenue growth assumptions including royalty rates and customer attrition rates and others.
−Removed: 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: As of June 30, 2023, the valuation process to determine the fair values of the net assets acquired during the measurement period was complete.
−Removed: The final fair value of the assets acquired and liabilities assumed were as follows (in millions):
−Removed: June 30, 2023
−Removed: Assets acquired:
−Removed: Receivables, net $ 92.0
−Removed: Inventories 139.5
−Removed: Other current assets 8.5
−Removed: Property, plant and equipment, net 127.1
−Removed: Intangible assets, net 865.5
−Removed: Goodwill 546.2
−Removed: Other assets 56.9
−Removed: Total assets acquired 1,835.7
−Removed: Liabilities assumed:
−Removed: Trade payables 30.5
−Removed: Compensation and benefits 39.3
−Removed: Current portion of pension and postretirement benefit obligations 17.3
−Removed: Other current liabilities 45.8
−Removed: Operating lease liability 24.2
−Removed: Pension and postretirement benefit obligations 3.6
−Removed: Deferred income taxes 206.7
−Removed: Other liabilities 10.5
−Removed: Total liabilities assumed 377.9
−Removed: Total purchase price $ 1,457.8
+Added: In December 2023, the FASB issued Accounting Standards Update 2023-09 “Income Taxes (Topic 470):
+Added: Improvements to Income Tax Disclosures” (“ASU 2023-09”), which establishes new income tax disclosures to consistently categorize and provide greater disaggregation of information in the rate reconciliation, including dollar value and percentage impacts of each component of the reconciliation, as well as further disaggregates income taxes paid.
+Added: This guidance is effective for fiscal years beginning after December 15, 2024.
+Added: The Company is evaluating the impact of the adoption of ASU 2023-09 on the consolidated financial statements.
+Added: In November 2024, the FASB issued Accounting Standards Update 2024-03 “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures:
+Added: Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which is intended to improve disclosures about a public business entity's expenses, primarily through additional disaggregation of income statement expenses.
+Added: The ASU’s amendments are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.
+Added: The Company is evaluating the impact of the adoption of ASU 2024-03 on the consolidated financial statements.
Restructuring and Other Similar Charges
−Removed: During the three and nine months ended September 30, 2024, the Company continued to execute various restructuring actions.
−Removed: 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 mergers and acquisitions, including Elkay, on the Company's overall manufacturing capacity and the refinement of its overall product portfolio.
+Added: During the three months ended March 31, 2025, the Company continued to execute various restructuring actions.
+Added: 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 mergers and acquisitions on the Company's overall manufacturing capacity and the refinement of its overall product portfolio.
These restructuring actions primarily resulted in workforce reductions, lease termination costs and other facility rationalization costs.
Management expects to continue executing similar initiatives to optimize the Company's 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
+Added: costs and other 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 and nine months ended September 30, 2024 and September 30, 2023, (in millions):
−Removed: Three Months Ended Nine Months Ended
−Removed: September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
+Added: The following table summarizes the Company's restructuring and other similar charges during the three months ended March 31, 2025 and March 31, 2024, (in millions):
+Added: Three Months Ended
+Added: March 31, 2025 March 31, 2024
Employee termination benefits $ 0.5 $ 0.2
1 unchanged sentence
Total restructuring and other similar charges $ 1.7 $ 6.3
−Removed: The following table summarizes the activity in the Company's restructuring accrual for the nine months ended September 30, 2024 (in millions):
+Added: The following table summarizes the activity in the Company's restructuring accrual for the three months ended March 31, 2025 (in millions):
Employee termination benefits Contract termination and other associated costs Total
3 unchanged sentences
Non-cash charges (2) — ( 0.5 ) ( 0.5 )
−Removed: Accrued restructuring costs, September 30, 2024 (1) $ 0.5 $ 0.3 $ 0.8
−Removed: ____________________
−Removed: (1) As of September 30, 2024 and December 31, 2023, the restructuring accrual is included in other current liabilities in the condensed consolidated balance sheets.
+Added: Accrued restructuring costs, March 31, 2025 (1) $ 0.7 $ — $ 0.7
+Added: (1) As of March 31, 2025 and December 31, 2024, the restructuring accrual is included in other current liabilities in the condensed consolidated balance sheets.
(2) Non-cash charges consist primarily of asset impairments based on Level 3 inputs.
3 unchanged sentences
The operating results of PMC are reported as discontinued operations in the 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 nine months ended September 30, 2024 and September 30, 2023 have not been adjusted to separately disclose cash flows related to the discontinued operations.
−Removed: The major components of the Income from discontinued operations, net of tax presented in the condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and September 30, 2023, are as follows (in millions):
−Removed: Three Months Ended Nine Months Ended
−Removed: September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
+Added: The condensed consolidated statements of cash flows for the three months ended March 31, 2025 and March 31, 2024 have not been adjusted to separately disclose cash flows related to the discontinued operations.
+Added: 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, 2025 and March 31, 2024, are as follows (in millions):
+Added: Three Months Ended
+Added: March 31, 2025 March 31, 2024
Selling, general and administrative income (1) $ ( 2.6 ) $ —
Income from discontinued operations before income tax 2.6 —
−Removed: Income tax (expense) benefit — ( 0.4 ) 0.3 ( 0.3 )
+Added: Income tax benefit — 0.3
Income from discontinued operations, net of tax $ 2.6 $ 0.3
−Removed: (1) Selling, general and administrative income includes the reversal of certain accruals as a result of costs the Company will no longer incur related to the Spin-Off Transaction.
+Added: (1) Selling, general and administrative income includes the release of certain accruals as a result of costs the Company will no longer incur related to the Spin-Off Transaction.
Revenue Recognition
15 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 Nine Months Ended
−Removed: Customer Type September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
+Added: Three Months Ended
+Added: Customer Type March 31, 2025 March 31, 2024
Institutional $ 191.4 $ 178.3
2 unchanged sentences
Total $ 388.8 $ 373.8
−Removed: Three Months Ended Nine Months Ended
−Removed: Geography September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
+Added: Three Months Ended
+Added: Geography March 31, 2025 March 31, 2024
United States $ 357.5 $ 341.2
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 September 30, 2024 and December 31, 2023 were not material.
−Removed: The Company had backlog of $ 46.7 million as of September 30, 2024, 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 March 31, 2025 and December 31, 2024 were not material.
+Added: The Company had backlog of $ 72.3 million as of March 31, 2025, which represents the most likely amount of consideration expected to be received in satisfying the remaining backlog under open contracts.
The Company utilizes 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 95 % of the backlog in the remaining three months of the year ending December 31, 2024, and the remaining approximately 5 % in 2025 and beyond.
+Added: The Company expects to recognize approximately 100 % of the backlog in the remaining nine months of the year ending December 31, 2025.
Timing of Performance Obligations Satisfied at a Point in Time
6 unchanged sentences
There are no other significant variable consideration elements included in the Company's contracts with customers.
−Removed: Contract Costs
−Removed: The Company has elected to expense contract costs as incurred if the amortization period is expected to be one year or less.
−Removed: 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 September 30, 2024 and December 31, 2023, the contract assets capitalized, as well as amortization recognized in the three and nine months ended September 30, 2024 and September 30, 2023, are not significant and no impairment losses were recognized.
Allowance for Credit Losses
7 unchanged sentences
federal statutory rate, state tax rates in the jurisdictions where the Company does business and the Company's ability to utilize various tax credits, capital loss and net operating loss (“NOL”) carryforwards.
−Removed: In October 2021, more than 130 countries agreed to implement Pillar 2, a plan introduced by the Organization for Economic Co-operation and Development (“OECD”) providing for a global minimum tax rate of 15% (calculated on a country-by-country basis) for those companies having consolidated revenue of at least €750 million.
−Removed: The implementation of the Pillar 2 global minimum tax rules is intended to apply for tax years beginning in 2024.
−Removed: The main purpose of such rules is to minimize tax base erosion and profit shifting from higher tax jurisdictions to lower tax jurisdictions by multi-national companies.
−Removed: On December 20, 2022, the OECD issued various administrative guidance including transitional safe harbor rules available in conjunction with the implementation of the Pillar 2 global minimum tax.
−Removed: On February 1, 2023, the Financial Accounting Standards Board indicated that they view the minimum tax (“Top-Up Tax”) imposed under Pillar 2 as an alternative minimum tax, and as such, it should be recognized in the period incurred versus recognizing or adjusting deferred tax assets and liabilities.
−Removed: Based upon the current OECD rules and administrative guidance, the Company does not anticipate being subject to material Top-Up Taxes as various tax jurisdictions begin enacting such legislation.
−Removed: The Company is continuing to monitor the potential impact of the Pillar 2 proposals and developments on our consolidated financial statements and related disclosures, including eligibility for any transitional safe harbor rules.
−Removed: As of September 30, 2024, the Company has determined that no accrual is currently required for Top-Up Taxes.
The Company regularly reviews its deferred tax assets for recoverability and valuation allowances are established based on historical losses, projected future taxable income and the expected timing of the reversals of existing temporary differences, as deemed appropriate.
4 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 $ 16.9 million for the three months ended September 30, 2024, compared to $ 12.5 million for the three months ended September 30, 2023.
−Removed: The effective income tax rate for the three months ended September 30, 2024 was 28.0 % versus 26.2 % for the three months ended September 30, 2023.
−Removed: The effective income tax rate for the three months ended September 30, 2024 and the three months ended September 30, 2023 was above the U.S.
−Removed: 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.
−Removed: federal statutory rate, partially offset by the recognition of income tax benefits associated with share-based payments .
−Removed: The income tax provision was $ 42.4 million for the nine months ended September 30, 2024, compared to $ 34.8 million for the nine months ended September 30, 2023.
−Removed: The effective income tax rate for the nine months ended September 30, 2024 was 25.7 % versus 27.7 % for the nine months ended September 30, 2023.
−Removed: The effective income tax rate for
−Removed: the nine months ended September 30, 2024 was above the U.S.
−Removed: 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.
−Removed: federal statutory rate, partially offset by the recognition of certain previously unrecognized tax benefits due to the lapse of the applicable statutes of limitations and income tax benefits associated with share-based payments.
−Removed: The effective income tax rate for the nine months ended September 30, 2023 was above the U.S.
+Added: The income tax provision was $ 15.1 million for the three months ended March 31, 2025, compared to $ 9.0 million for the three months ended March 31, 2024.
+Added: The effective income tax rate for the three months ended March 31, 2025 was 26.9 % versus 20.9 % for the three months ended March 31, 2024.
+Added: The effective income tax rate for the three months ended March 31, 2025 was above the U.S.
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.
federal statutory rate, partially offset by the recognition of income tax benefits associated with share-based payments.
−Removed: The Company’s total liability for net unrecognized tax benefits as of September 30, 2024 and December 31, 2023 was $ 3.6 million and $ 5.6 million, respectively.
+Added: The effective income tax rate for the three months ended March 31, 2024 was slightly below the U.S.
+Added: federal statutory rate of 21% as 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, was effectively offset by the recognition of certain previously unrecognized tax benefits due to the lapse of the applicable statutes of limitations and income tax benefits associated with share-based payments.
+Added: The Company’s total liability for net unrecognized tax benefits as of March 31, 2025 and December 31, 2024 was $ 1.9 million and $ 1.8 million, respectively.
The Company recognizes accrued interest and penalties related to unrecognized income tax benefits in income tax expense.
−Removed: As of September 30, 2024 and December 31, 2023, the total amount of unrecognized tax benefits includes gross accrued interest and penalties of $ 0.9 million and $ 1.1 million, respectively.
−Removed: The Company recognized $( 0.1 ) million and $ 0.3 million of net interest and penalties as income tax (benefit) expense during the nine months ended September 30, 2024 and September 30, 2023, respectively.
+Added: As of March 31, 2025 and December 31, 2024, the total amount of unrecognized tax benefits includes gross accrued interest and penalties of $ 0.5 million.
+Added: The Company recognized $ 0.1 million and $( 0.3 ) million of net interest and penalties as income tax expense (benefit) during the three months ended March 31, 2025 and March 31, 2024, respectively.
The Company conducts business in multiple locations within and outside the U.S.
Consequently, the Company is subject to periodic income tax examinations by domestic and foreign income tax authorities.
−Removed: 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 ended prior to, and including, the short period ended on the date of the Company's sale of VAG.
−Removed: 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 2020.
−Removed: Similarly, in accordance with the Spin-Off Transaction, the Company is required to indemnify Regal Rexnord Corporation for any future income tax liabilities associated with PMC entities relating to all open tax years ended prior to, and including, the short period ended on the date of the Spin-Off.
−Removed: There are currently a number of ongoing tax examinations being conducted by the applicable tax authorities in Germany with respect to certain PMC entities.
−Removed: It appears reasonably possible that the amounts of unrecognized income tax benefits and indemnification liabilities could change in the next twelve months upon conclusion of the current ongoing examinations;
−Removed: however, any potential payments of income tax, interest and penalties are not expected to be significant to the Company's consolidated financial statements.
+Added: It is reasonably possible that the amounts of unrecognized income tax benefits could change in the next twelve months based upon future income tax examinations;
+Added: however, any potential payments of income tax, interest and penalties would not be expected to be significant to the Company's consolidated financial statements.
With certain exceptions, the Company is no longer subject to U.S.
−Removed: federal income tax examinations for tax years ended prior to December 31, 2020, state and local income tax examinations for years ended prior to March 31, 2020 or significant foreign income tax examinations for years ended prior to March 31, 2019.
+Added: federal income tax examinations for tax years ending prior to December 31, 2021, state and local income tax examinations for years ending prior to December 31, 2020 or significant foreign income tax examinations for years ending prior to March 31, 2020.
Earnings per Share
Basic net income per share from continuing and discontinued operations is computed by dividing net income from continuing operations and income from discontinued operations, respectively, by the corresponding weighted average number of common shares outstanding for the period.
−Removed: 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 and nine months ended September 30, 2024 excludes 0.3 million shares due to their anti-dilutive effects.
−Removed: The computation for diluted net income per share for the three and nine months ended September 30, 2023 excludes 0.3 million shares due to their anti-dilutive effects.
+Added: 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 and the vesting of restricted stock units and performance stock units using the treasury stock method, except when the effect would be anti-dilutive.
+Added: The computation for diluted net income per share for the three months ended March 31, 2025 and March 31, 2024 excludes 0.2 million and 0.5 million shares, respectively, due to their anti-dilutive effects.
Stockholders' Equity
6 unchanged sentences
Repurchase of common stock — — ( 18.9 ) — ( 18.9 )
−Removed: Elkay Merger (2) — ( 5.1 ) — — ( 5.1 )
−Removed: Common stock issued to fund defined contribution plans — 0.8 — — 0.8
Common stock dividends ($ 0.08 per share)
1 unchanged sentence
Balance at March 31, 2024 $ 1.7 $ 2,845.2 $ ( 1,162.8 ) $ ( 70.2 ) $ 1,613.9
−Removed: Total comprehensive income — — 34.6 3.6 38.2
−Removed: Stock-based compensation expense — 10.2 — — 10.2
−Removed: Proceeds from exercise of stock options — 0.6 — — 0.6
−Removed: Repurchase of common stock ( 0.1 ) — ( 50.8 ) — ( 50.9 )
−Removed: Common stock dividends ($ 0.07 per share)
−Removed: — ( 9.0 ) — — ( 9.0 )
−Removed: Balance at June 30, 2023 $ 1.7 $ 2,853.7 $ ( 1,195.3 ) $ ( 71.5 ) $ 1,588.6
−Removed: Total comprehensive income — — 41.4 ( 2.1 ) 39.3
−Removed: Stock-based compensation expense — 10.0 — — 10.0
−Removed: Proceeds from exercise of stock options — 0.7 — — 0.7
−Removed: Taxes withheld and paid on employees' share-based payment awards — ( 1.9 ) — — ( 1.9 )
−Removed: Repurchase of common stock — — ( 13.0 ) — ( 13.0 )
−Removed: Common stock dividends ($ 0.07 per share)
−Removed: — ( 12.1 ) — — ( 12.1 )
−Removed: Balance at September 30, 2023 $ 1.7 $ 2,850.4 $ ( 1,166.9 ) $ ( 73.6 ) $ 1,611.6
Common stock (1) Additional
6 unchanged sentences
Stock-based compensation expense — 10.5 — — 10.5
−Removed: Proceeds from exercise of stock options — 2.1 — — 2.1
−Removed: Repurchase of common stock — — ( 18.9 ) — ( 18.9 )
−Removed: Common stock dividends ($ 0.08 per share)
−Removed: — ( 13.9 ) — — ( 13.9 )
−Removed: Balance at March 31, 2024 $ 1.7 $ 2,845.2 $ ( 1,162.8 ) $ ( 70.2 ) $ 1,613.9
−Removed: Total comprehensive income — — 46.0 ( 1.5 ) 44.5
−Removed: Stock-based compensation expense — 9.4 — — 9.4
−Removed: Proceeds from exercise of stock options — 1.7 — — 1.7
−Removed: Repurchase of common stock — — ( 61.3 ) — ( 61.3 )
−Removed: Common stock dividends ($ 0.08 per share)
−Removed: — ( 13.8 ) — — ( 13.8 )
−Removed: Balance at June 30, 2024 $ 1.7 $ 2,842.5 $ ( 1,178.1 ) $ ( 71.7 ) $ 1,594.4
−Removed: Total comprehensive income — — 43.5 0.6 44.1
−Removed: Stock-based compensation expense — 9.8 — — 9.8
Proceeds from exercise of stock options and ESPP contributions — 1.1 — — 1.1
3 unchanged sentences
— ( 15.3 ) — — ( 15.3 )
−Removed: Balance at September 30, 2024 $ 1.7 $ 2,840.9 $ ( 1,185.0 ) $ ( 71.1 ) $ 1,586.5
−Removed: ____________________
−Removed: (1) During the three and nine months ended September 30, 2024, the Company issued 1,300,020 and 2,698,413 shares of common stock, upon the exercise of stock options, vesting of restricted stock units and performance stock units, and for other common stock issuances, respectively.
−Removed: During the three and nine months ended September 30, 2023, the Company issued 135,502 and 462,738 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 nine months ended September 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.
−Removed: The shares returned to the Company were canceled upon receipt.
−Removed: Refer to Note 2 , Acquisition for additional information.
+Added: Balance at March 31, 2025 $ 1.7 $ 2,824.0 $ ( 1,203.1 ) $ ( 74.6 ) $ 1,548.0
+Added: (1) During the three months ended March 31, 2025 and March 31, 2024, the Company issued 488,137 and 1,226,898 shares of common stock, upon the exercise of stock options, vesting of restricted stock units and performance stock units, and for other common stock issuances, respectively.
Share Repurchase Program
4 unchanged sentences
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 of Directors.
−Removed: During the three months ended September 30, 2024, the Company repurchased 1,622,895 shares of common stock at a total cost of $ 50.0 million at an average price of $ 30.81 per share.
−Removed: During the nine months ended September 30, 2024, the Company repurchased 4,185,755 shares of common stock at a total cost of $ 129.9 million at an average price of $ 31.02 per share.
−Removed: During the three months ended September 30, 2023, the Company repurchased 444,606 shares of common stock at a total cost of $ 13.0 million at an average price of $ 29.24 per share.
−Removed: During the nine months ended September 30, 2023, the Company repurchased 4,434,475 shares of common stock at a total cost of $ 100.1 million at an average price of $ 22.55 per share.
+Added: During the three months ended March 31, 2025, the Company repurchased 2,272,022 shares of common stock at a total cost of $ 77.4 million at an average price of $ 34.07 per share.
+Added: During the three months ended March 31, 2024, the Company repurchased 620,844 shares of common stock at a total cost of $ 18.9 million at an average price of $ 30.41 per share.
The repurchased shares were canceled by the Company upon receipt.
−Removed: Approximately $ 260.6 million of the existing authority remained under the Repurchase Program at September 30, 2024.
+Added: Approximately $ 162.8 million of the existing authority remained under the Repurchase Program at March 31, 2025.
Accumulated Other Comprehensive Loss
−Removed: The changes in accumulated other comprehensive loss, net of tax, for the nine months ended September 30, 2024, are as follows (in millions):
+Added: The changes in accumulated other comprehensive loss, net of tax, for the three months ended March 31, 2025, are as follows (in millions):
Foreign Currency Translation and Other Pension and Postretirement Plans Total
2 unchanged sentences
Net current period other comprehensive loss ( 0.2 ) — ( 0.2 )
−Removed: Balance at September 30, 2024 $ ( 74.9 ) $ 3.8 $ ( 71.1 )
−Removed: There were no amounts reclassified from accumulated other comprehensive loss to net income during the three and nine months ended September 30, 2024 and 2023.
+Added: Balance at March 31, 2025 $ ( 81.7 ) $ 7.1 $ ( 74.6 )
+Added: There were no amounts reclassified from accumulated other comprehensive loss to net income during the three months ended March 31, 2025 and 2024.
The major classes of inventories are summarized as follows (in millions):
−Removed: September 30, 2024 December 31, 2023
+Added: March 31, 2025 December 31, 2024
Finished goods $ 232.7 $ 228.7
5 unchanged sentences
Goodwill and Intangible Assets
−Removed: The changes in the net carrying value of goodwill for the nine months ended September 30, 2024, are presented below (in millions):
+Added: The changes in the net carrying value of goodwill for the three months ended March 31, 2025, are presented below (in millions):
Net carrying amount as of December 31, 2024 $ 794.2
Currency translation adjustments 0.2
−Removed: Net carrying amount as of September 30, 2024 $ 796.5
−Removed: The gross carrying amount and accumulated amortization for each major class of identifiable intangible assets as of September 30, 2024 and December 31, 2023 are as follows (in millions):
−Removed: September 30, 2024
+Added: Net carrying amount as of March 31, 2025 $ 794.4
+Added: The gross carrying amount and accumulated amortization for each major class of identifiable intangible assets as of March 31, 2025 and December 31, 2024 are as follows (in millions):
+Added: March 31, 2025
Weighted Average Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount
13 unchanged sentences
Total intangible assets, net 16 years $ 1,337.3 $ ( 445.7 ) $ 891.6
−Removed: Intangible asset amortization expense totaled $ 14.8 million and $ 14.7 million for the three months ended September 30, 2024 and September 30, 2023, respectively.
−Removed: Intangible asset amortization expense totaled $ 44.3 million and $ 44.0 million for the nine months ended September 30, 2024 and September 30, 2023, respectively.
−Removed: The Company expects to recognize amortization expense on the intangible assets subject to amortization of $ 59.2 million in the year ending December 31, 2024 (inclusive of the $ 44.3 million of amortization expense recognized in the nine months ended September 30, 2024), $ 58.7 million in 2025, $ 58.5 million in 2026, $ 58.5 million in 2027, $ 58.5 million in 2028 and $ 58.5 million in 2029.
+Added: Intangible asset amortization expense totaled $ 14.7 million and $ 14.7 million for the three months ended March 31, 2025 and March 31, 2024, respectively.
+Added: The Company expects to recognize amortization expense on the intangible assets subject to amortization of $ 58.6 million in the year ending December 31, 2025 (inclusive of the $ 14.7 million of amortization expense recognized in the three months ended March 31, 2025), $ 58.4 million in 2026, $ 58.4 million in 2027, $ 58.4 million in 2028, $ 58.4 million in 2029 and $ 58.4 million in 2030.
Other Current Liabilities
Other current liabilities are summarized as follows (in millions):
−Removed: September 30, 2024 December 31, 2023
+Added: March 31, 2025 December 31, 2024
Commissions $ 12.0 $ 9.2
16 unchanged sentences
Long-term debt is summarized as follows (in millions):
−Removed: September 30, 2024 December 31, 2023
+Added: March 31, 2025 December 31, 2024
Term loan (1) $ 475.4 $ 475.0
3 unchanged sentences
Long-term debt $ 495.0 $ 494.8
−Removed: ____________________
−Removed: (1) Includes unamortized debt issuance costs of $ 5.7 million and $ 6.8 million at September 30, 2024 and December 31, 2023, respectively.
+Added: (1) Includes unamortized debt issuance costs of $ 5.0 million and $ 5.4 million at March 31, 2025 and December 31, 2024, respectively.
Senior Secured Credit Facility
6 unchanged sentences
1 dated as of July 1, 2022, executed by Elkay and its domestic subsidiaries, and certain other collateral documents.
−Removed: 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
−Removed: Credit Agreement).
−Removed: As of September 30, 2024, the Borrowers were in compliance with all applicable covenants under the Credit Agreement.
+Added: 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).
+Added: As of March 31, 2025, 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 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.
+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 % Senior Notes due 2025, and (iii) pay related fees and expenses.
In October 2023, the Company made a voluntary prepayment on its Term Loan of $ 60.0 million.
5 unchanged sentences
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 SOFR borrowings would decrease by 0.25 %.
−Removed: The Borrowers’ Net First Lien Leverage Ratio was 0.89 to 1.00 as of September 30, 2024, and therefore the applicable margin is 2.00 %.
+Added: The Borrowers’ Net First Lien Leverage Ratio was 0.98 to 1.00 as of March 31, 2025, and therefore the applicable margin is 2.00 %.
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 as illustrated above.
−Removed: At September 30, 2024 and for the nine months then ended, the borrowings under the Term Loan had weighted-average effective interest rates of 6.71 % and 7.43 %, respectively.
+Added: At March 31, 2025 and for the three months then ended, the borrowings under the Term Loan had weighted-average effective interest rates of 6.40 % and 6.45 %, respectively.
Revolving Credit Facility
3 unchanged sentences
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 SOFR borrowings would decrease by 0.25 %.
−Removed: The Borrowers’ Net First Lien Leverage Ratio was 0.89 to 1.00 as of September 30, 2024.
+Added: The Borrowers’ Net First Lien Leverage Ratio was 0.98 to 1.00 as of March 31, 2025.
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.
1 unchanged sentence
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 as illustrated above.
−Removed: At September 30, 2024 and December 31, 2023, there were no amounts borrowed under the Revolving Credit Facility.
−Removed: As of September 30, 2024 and December 31, 2023, $ 11.3 million and $ 11.0 million, respectively, of the Revolving Credit Facility was considered utilized in connection with outstanding letters of credit.
+Added: At March 31, 2025 and December 31, 2024, there were no amounts borrowed under the Revolving Credit Facility.
+Added: As of March 31, 2025 and December 31, 2024, $ 11.1 million and $ 11.3 million, respectively, of the Revolving Credit Facility was considered utilized in connection with outstanding letters of credit.
Finance Leases
−Removed: At September 30, 2024 and December 31, 2023, the Company had finance lease obligations of $ 21.0 million and $ 21.7 million, respectively.
+Added: At March 31, 2025 and December 31, 2024, the Company had finance lease obligations of $ 20.4 million and $ 20.6 million, respectively.
Fair Value Measurements
−Removed: ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.
+Added: ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market
+Added: participants.
ASC 820 also specifies a fair value hierarchy based upon the observability of inputs used in valuation techniques.
16 unchanged sentences
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.
−Removed: 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 September 30, 2024 and December 31, 2023 (in millions):
−Removed: Fair Value as of September 30, 2024
+Added: Deferred compensation short-term and long-term plan liabilities are classified within Compensation and benefits and Other liabilities, respectively, on the condensed consolidated balance sheets.
+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 March 31, 2025 and December 31, 2024 (in millions):
+Added: Fair Value as of March 31, 2025
Level 1 Level 2 Level 3 Total
5 unchanged sentences
Deferred compensation plan liabilities 18.9 — — 18.9
−Removed: There were no transfers of assets between levels at September 30, 2024 and December 31, 2023, respectively.
+Added: There were no transfers of assets between levels at March 31, 2025 and December 31, 2024, respectively.
Fair Value of Non-Derivative Financial Instruments
−Removed: The carrying amounts of cash, receivables, payables and accrued liabilities approximated fair value at September 30, 2024 and December 31, 2023, due to the short-term nature of those instruments.
−Removed: The fair value of long-term debt as of September 30, 2024 and December 31, 2023, was approximately $ 504.4 million and $ 503.9 million, respectively.
+Added: The carrying amounts of cash, receivables, payables and accrued liabilities approximated fair value at March 31, 2025 and December 31, 2024, due to the short-term nature of those instruments.
+Added: The fair value of long-term debt as of March 31, 2025 and December 31, 2024, was approximately $ 500.8 million and $ 503.4 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: Nine Months Ended
−Removed: September 30, 2024 September 30, 2023
+Added: Three Months Ended
+Added: March 31, 2025 March 31, 2024
Balance at beginning of period $ 4.9 $ 4.7
6 unchanged sentences
Although it is not possible to predict with certainty the outcome of these unresolved legal actions or the range of possible loss or recovery, based upon current information, management believes the eventual outcome of these unresolved legal actions, either individually or in the aggregate, will not have a material adverse effect on the financial position, results of operations or cash flows of the Company.
−Removed: On December 15, 2023, Zurn Holdings, Inc.
−Removed: sold all of the equity interests of its direct subsidiary Zurn Industries, together with Zurn Industries’ direct and indirect subsidiaries that primarily held asbestos liabilities, certain assets and cash, in a stock sale transaction to an unaffiliated buyer.
−Removed: In accordance with the terms of the stock sale agreement, a subsidiary of the Company will indemnify the buyer for breaches of representations or warranties, breaches of covenants, and certain other liabilities as long as such liabilities are entirely unrelated to asbestos liabilities or assets.
−Removed: In addition, the buyer will indemnify the Company and its affiliates for breaches of representations or warranties, breaches of covenants, liabilities related to the operation of Zurn Industries’ and buyer’s operations post-closing and all claims arising out of asbestos liabilities and related insurance coverage.
−Removed: As a result of the transaction, all asbestos obligations and liabilities, related insurance assets and associated deferred taxes, and other assets sold to the buyer, have been removed from the Company’s consolidated balance sheet effective December 15, 2023 and the Company no longer has any obligation with respect to pending and future asbestos claims related to the divested entities.
−Removed: As such, the divested entities have been deconsolidated from our 2023 financial results as the Company no longer owns or controls such entities.
−Removed: Therefore, for the period ended December 31, 2023, all asbestos obligations and liabilities, related insurance assets and associated deferred taxes, and other assets of the divested subsidiaries are no longer reported on the consolidated balance sheet.
−Removed: The Company recorded a loss on the divestiture of asbestos liabilities and certain assets of $ 11.4 million in the fourth quarter of 2023, including transaction expenses of $ 2.1 million.
−Removed: Prior to the stock sale transaction, certain Company subsidiaries were subject to asbestos litigation.
−Removed: As of December 31, 2022, certain Company subsidiaries and numerous other unrelated companies were defendants in approximately 6,000 asbestos related lawsuits representing approximately 7,000 claims.
−Removed: Plaintiffs' claims alleged personal injuries caused by exposure to asbestos used primarily in industrial boilers formerly manufactured by a segment of Zurn Elkay's subsidiaries.
−Removed: Those subsidiaries did not manufacture asbestos or asbestos components.
−Removed: Instead, they were purchased from suppliers.
−Removed: These claims were handled pursuant to a defense strategy funded by insurers.
−Removed: In prior years, the asbestos liability was developed based on actuarial studies and represented the projected indemnity payout for current and future claims.
−Removed: There were 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 of December 31, 2022, the estimated potential liability for the asbestos-related claims described above, as well as the claims expected to be filed in the next ten years , was approximately $ 79.0 million which was recorded in the reserve for asbestos claims within the consolidated balance sheets.
−Removed: In prior years, the Company also recorded a receivable from its insurance carriers, which corresponded to the amount of this potential asbestos liability that was covered by available insurance and was determined to be probable of recovery.
−Removed: However, there was no assurance the Company's insurance coverage would ultimately be available or that this asbestos liability would not ultimately exceed the coverage limits.
−Removed: Factors that could cause a decrease in the amount of available coverage or
−Removed: create gaps in coverage include:
−Removed: changes in law governing the policies, potential disputes and settlements with the carriers regarding the scope of coverage, and insolvencies of one or more of the Company's carriers.
−Removed: As of December 31, 2022, management estimated that the available insurance to cover the ten-year estimated potential asbestos-related liabilities was $ 72.1 million.
−Removed: During the year ended December 31, 2022, the Company recorded $ 6.9 million for the amount that the estimated potential liability exceeded a gap in the Company's estimated available insurance coverage.
−Removed: This expense was recorded in other income (expense), net within the consolidated statements of operations.
Retirement Benefits
−Removed: The components of net periodic cost are as follows (in millions):
−Removed: Three Months Ended Nine Months Ended
−Removed: September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
+Added: The components of net periodic (income) cost are as follows (in millions):
+Added: Three Months Ended
+Added: March 31, 2025 March 31, 2024
Pension Benefits:
−Removed: Service cost $ — $ — $ 0.1 $ —
Interest cost $ 2.8 $ 2.8
Expected return on plan assets ( 2.3 ) ( 1.9 )
−Removed: Net periodic cost $ 0.9 $ 1.1 $ 2.9 $ 3.4
+Added: Curtailment ( 0.7 ) —
+Added: Net periodic (income) cost $ ( 0.2 ) $ 0.9
Other Postretirement Benefits:
1 unchanged sentence
Net periodic cost $ 0.1 $ 0.1
−Removed: The service cost component of net periodic cost 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 cost are presented within Other expense, net.
+Added: The service cost component of net periodic cost 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 (income) cost are presented within Other 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 nine months ended September 30, 2024, the Company did not make any contributions to its U.S.
−Removed: qualified pension plan trusts.
−Removed: During the nine months ended September 30, 2023, the Company made contributions of $ 0.2 million to its U.S.
+Added: During the three months ended March 31, 2025 and March 31, 2024, the Company did not make any contributions to its U.S.
qualified pension plan trusts.
+Added: On January 30, 2025, the Company's Board of Directors approved a resolution to terminate the Company's U.S.
+Added: defined benefit pension plan (the "Pension Plan") with the full freeze of benefit accruals under the Plan effective March 31, 2025 and the termination of the Pension Plan effective April 1, 2025.
+Added: The Pension Plan freeze resulted in a curtailment gain of $ 0.7 million in the first quarter of 2025.
+Added: The Company expects to annuitize the remaining pension liability in fiscal year 2025.
See Note 15, Retirement Benefits, to the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 for further information regarding retirement benefits.
1 unchanged sentence
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 September 30, 2024 and September 30, 2023, the Company recognized $ 9.8 million and $ 10.0 million of stock-based compensation expense, respectively.
−Removed: For the nine months ended September 30, 2024 and September 30, 2023, the Company recognized $ 29.2 million and $ 30.5 million of stock-based compensation expense, respectively.
−Removed: During the nine months ended September 30, 2024, 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 March 31, 2025 and March 31, 2024, the Company recognized $ 10.5 million and $ 10.0 million of stock-based compensation expense, respectively.
+Added: During the three months ended March 31, 2025, 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
6 unchanged sentences
The number of shares of Company common stock available for purchase under the ESPP is 2,000,000 shares, subject to adjustment in the event of a change in capitalization.
−Removed: During the three months ended September 30, 2024, the Company issued 29,389 shares of common stock.
−Removed: As of September 30, 2024, 1,970,611 shares remained available for future issuance.
−Removed: During the three months ended September 30, 2024, the Company recognized $ 0.2 million of stock-based compensation expense related to the ESPP.
+Added: During the three months ended March 31, 2025, the Company issued 27,295 shares of common stock.
+Added: As of March 31, 2025, 1,928,269 shares remained available for future issuance.
+Added: During the three months ended March 31, 2025, the Company recognized $ 0.2 million of stock-based compensation expense related to the ESPP.
See Note 14, 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, 2024, for further information regarding stock-based compensation.
−Removed: Subsequent Events
−Removed: On October 23, 2024, the Company's Board of Directors declared a quarterly cash dividend on the Company's common stock of $ 0.09 per-share to be paid on December 6, 2024, to stockholders of record as of November 20, 2024.
+Added: Business Segment Information
+Added: The Company is a growth-oriented, pure-play water management business that designs, procures, manufactures and markets what the Company believes to be the broadest sustainable product portfolio of specification-driven water management solutions to improve health, hydration, human safety and the environment.
+Added: The Company’s product portfolio includes professional grade water safety and control products, flow systems products, hygienic and environmental products and filtered drinking water products.
+Added: Revenue is primarily generated in the United States and the Company manages and evaluates its operations on a consolidated basis as one reportable operating segment due to similarities of its products, processes, customer base and methods of distribution.
+Added: See Note 2, Significant Accounting Policies, to the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, for further information regarding the Company's accounting policies.
+Added: The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer.
+Added: The CODM assesses the Company’s performance and makes capital allocation decisions based on Net income from continuing operations as reported in the consolidated statement of operations.
+Added: This metric is used to monitor forecasted to actual and budgeted results and
+Added: benchmarking to our peers.
+Added: The following table includes segment revenue, significant expense items and segment profit as viewed by the CODM for the three months ended March 31, 2025 and March 31, 2024:
+Added: Three Months Ended
+Added: March 31, 2025 March 31, 2024
+Added: Net sales $ 388.8 $ 373.8
+Added: Cost of sales 207.8 203.7
+Added: Selling, general and administrative expenses 101.2 95.9
+Added: Other segment items (1) 38.8 40.2
+Added: Segment profit (Net income from continuing operations) $ 41.0 $ 34.0
+Added: (1) Other segment items include restructuring and other similar charges, amortization of intangible assets, interest expense, net, other expense, net, and provision for income taxes.
+Added: Segment net sales, amortization, interest expense, net, income before income taxes and income tax expense are included on the condensed consolidated statement of operations.
+Added: Segment assets are included on the condensed consolidated balance sheet and segment depreciation, stock-based compensation expense, non-cash restructuring charges, and expenditures for plant, property and equipment are included on the condensed consolidated statement of cash flows.
+Added: Interest income for the three months ended March 31, 2025 and March 31, 2024 was $ 1.7 million and $ 1.6 million, respectively.
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.