Notes to Condensed Consolidated Financial Statements
June 30, 2022
(Unaudited)
1. Basis of Presentation and Significant Accounting Policies
The unaudited condensed consolidated financial statements included herein have been prepared by Zurn Elkay Water Solutions Corporation (formerly known as Zurn Water Solutions Corporation) (“Zurn Elkay” or the “Company”) in accordance with accounting principles generally accepted in the United States ("GAAP") pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
In the opinion of management, the condensed consolidated financial statements include all adjustments necessary for a fair presentation of the results of operations for the interim periods. Results for the interim periods are not necessarily indicative of results that may be expected for the year ending December 31, 2022. 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, 2021.
The Company
As previously disclosed, on July 1, 2022, the Company 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"). The Company's results of operations will include the acquired operations subsequent to July 1, 2022. See Note 18, Subsequent Events for additional information on the Elkay Transaction.
Following the Merger, 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, human safety and the environment. The Company's product portfolio includes professional grade water control and safety, water distribution and drainage, drinking water, finish plumbing, hygienic, environmental and site works products for public and private spaces that deliver superior value to building owners, positively impact the environment and human hygiene and reduce product installation time. The Company's heritage of innovation and specification has allowed it to provide highly-engineered, mission-critical solutions to customers for decades and affords the Company the privilege of having long-term, valued relationships with market leaders. The Company operates in a disciplined way and the Zurn Elkay Business System (“ZEBS”), described below, is its operating philosophy. Grounded in the spirit of continuous improvement, ZEBS creates a scalable, process-based framework that focuses on driving superior customer satisfaction and financial results by targeting world-class operating performance throughout all aspects of the Company's business.
Spin-Off of Process & Motion Control Segment
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.
As a result of the Spin-Off Transaction, in accordance with authoritative guidance, the operating results of PMC are reported as discontinued operations in the condensed consolidated statements of operations for all prior periods presented. The condensed consolidated statements of cash flows has not been adjusted to separately disclose cash flows related to the discontinued operations. See Note 4, Discontinued Operations for additional information.
Recent Accounting Pronouncements
In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate that is expected to be discontinued because of reference rate reform. The amendments in this update provide optional expedients and exceptions for applying GAAP to instruments affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The amendments in this ASU are effective for all entities as of March 12, 2020, through December 31, 2022. The Company did not modify any material contracts due to reference rate reform during the six months ended June 30, 2022. 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 period referenced above.
2. Acquisitions
Six Months Ended June 30, 2022
On July 1, 2022, in accordance with the terms and conditions of the Merger Agreement dated February 12, 2022, the Company completed its combination with Elkay. See Note 18 Subsequent Events for further information.
Fiscal Year 2021
On November 17, 2021, the Company completed the acquisition of the Wade Drains business ("Wade Drains") from McWane, Inc. for a cash purchase price of $12.6 million, excluding transaction costs and net of cash acquired. During the six months ended June 30, 2022, the Company received a $1.1 million cash payment from the sellers of Wade Drains in connection with finalizing the acquisition date trade working capital, which is included in the total cash purchase price above. Wade Drains manufactures a wide range of specified commercial plumbing products for customers across North America and complements the Company's existing flow systems product portfolio.
On April 16, 2021, the Company acquired substantially all of the assets of Advance Technology Solutions, LLC (d/b/a ATS GREASEwatch) ("ATS GREASEwatch") for a cash purchase price of $4.5 million, excluding transaction costs and net of cash acquired. The Company paid $3.8 million to the sellers at closing, with the remaining $0.7 million payable to the sellers upon settlement of certain indemnities within two years of closing, ATS GREASEwatch develops, manufactures and markets remote tank monitoring devices, alarms, software and services for various applications and provides technology to enhance and expand our current product offerings.
The acquisitions have been accounted for as business combinations and were recorded by allocating the purchase prices to the fair value of assets acquired and liabilities assumed at the acquisition dates. The excess of the purchase price over the fair value assigned to the assets acquired and liabilities assumed was recorded as goodwill. The preliminary purchase price allocations associated with these acquisitions resulted in tax deductible goodwill of $7.5 million, customer relationship intangibles assets of $1.6 million, trade working capital of $9.0 million and $(1.0) million of other net liabilities. During the six months ended June 30, 2022, the preliminary purchase price allocations for Wade Drains were adjusted, resulting in a $1.3 million decrease to goodwill, primarily related to the aforementioned cash payment received from the sellers of Wade Drains. The preliminary purchase price allocations for Wade Drains will be completed within the one-year period following the acquisition dates.
The Company's results of operations include the acquired operations subsequent to the acquisition dates. Pro-forma results of operations and certain other U.S. GAAP disclosures related to these acquisitions have not been presented because the acquisitions did not significantly impact the Company's condensed consolidated statements of operations or financial position.
3. Restructuring and Other Similar Charges
During the three and six months ended June 30, 2022, 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 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. Following the Merger with Elkay, Management expects to continue executing initiatives and select product-line rationalizations to optimize its operating margin and manufacturing footprint. As such, the Company expects further expenses related to workforce reductions, lease termination costs, and other facility
rationalization costs. Since the Company’s evaluation of other potential restructuring actions are in process, related restructuring expenses, if any, are not yet estimable.
The following table summarizes the Company's restructuring and other similar charges during the three and six months ended June 30, 2022 and June 30, 2021, (in millions):
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| | Three Months Ended | | Six Months Ended | | | | | | |
| | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 | | | | | | | | |
Employee termination benefits | | $ | 0.2 | | | $ | 0.3 | | | $ | 1.3 | | | $ | 0.9 | | | | | | | | | |
Contract termination and other associated costs | | 0.1 | | | — | | | 0.1 | | | — | | | | | | | | | |
Total restructuring and other similar costs | | $ | 0.3 | | | $ | 0.3 | | | $ | 1.4 | | | $ | 0.9 | | | | | | | | | |
The following table summarizes the activity in the Company's restructuring accrual for the six months ended June 30, 2022 (in millions):
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| | Employee termination benefits | | Contract termination and other associated costs | | Total |
Accrued Restructuring Costs, December 31, 2021 (1) | | $ | 2.4 | | | $ | — | | | $ | 2.4 | |
Charges | | 1.3 | | | 0.1 | | | 1.4 | |
Cash payments | | (2.6) | | | (0.1) | | | (2.7) | |
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Accrued Restructuring Costs, June 30, 2022 (1) | | $ | 1.1 | | | $ | — | | | $ | 1.1 | |
____________________(1)The restructuring accrual is included in other current liabilities in the condensed consolidated balance sheets.
4. Discontinued Operations
During the year ended December 31, 2021, the Company completed the Spin-Off Transaction of PMC. The operating results of PMC are reported as discontinued operations in the consolidated statements of operations for all prior periods presented, as the Spin-Off Transaction of PMC represented a strategic shift that had a major impact on operations and financial results. The condensed consolidated statements of cash flows for the six months ended June 30, 2022 and June 30, 2021 have not been adjusted to separately disclose cash flows related to the discontinued operations. During the six months ended June 30, 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.
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, 2022 and June 30, 2021, are as follows (in millions):
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| Three Months Ended | | Six Months Ended |
| June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
Net sales | $ | — | | | $ | 324.6 | | | $ | — | | | $ | 645.5 | |
Cost of sales | — | | | (192.6) | | | — | | | (394.0) | |
Selling, general and administrative expenses | — | | | (61.6) | | | — | | | (123.2) | |
Restructuring and other similar charges | — | | | (0.8) | | | — | | | (0.8) | |
Amortization of intangible assets | — | | | (3.3) | | | — | | | (6.6) | |
Interest expense, net | — | | | (1.6) | | | — | | | (3.0) | |
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Other non-operating income, net | — | | | 2.1 | | | — | | | 1.4 | |
Income from discontinued operations before income tax | — | | | 66.8 | | | — | | | 119.3 | |
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Income tax (provision) benefit | — | | | (14.3) | | | 0.8 | | | (26.8) | |
Equity method investment income | — | | | 0.2 | | | — | | | 0.3 | |
Non-controlling interest income | — | | | 0.1 | | | — | | | 0.2 | |
Income from discontinued operations, net of tax | $ | — | | | $ | 52.6 | | | $ | 0.8 | | | $ | 92.6 | |
The condensed consolidated statements of cash flows for the six months ended June 30, 2022 and June 30, 2021 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):
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| | Six Months Ended |
| | June 30, 2022 | | June 30, 2021 |
Depreciation | | $ | — | | | $ | 23.5 | |
Amortization of intangible assets | | — | | | 6.6 | |
Gain on disposition of assets | | — | | | (9.2) | |
Deferred income taxes | | — | | | 0.1 | |
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Other non-cash charges | | — | | | (0.9) | |
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Stock-based compensation | | — | | | 10.8 | |
Expenditures for property, plant and equipment | | — | | | (12.3) | |
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Proceeds from dispositions of long-lived assets | | — | | | 13.0 | |
Proceeds associated with divestiture of discontinued operations | | 35.0 | | | — | |
Repayments of debt | | — | | | (1.1) | |
Proceeds from exercise of stock options | | — | | | 10.1 | |
Taxes withheld and paid on employees' shared-based payment awards | | — | | | (0.5) | |
5. Revenue Recognition
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers. A contract’s transaction price is allocated to each distinct performance obligation and revenue is recognized when obligations under the terms of a contract with the customer are satisfied. For the majority of the Company's product sales, revenue is recognized at a point-in-time when control of the product is transferred to the customer, which generally occurs when the product is shipped from the Company's manufacturing facility to the customer. When contracts include multiple products to be delivered to the customer, generally each product is separately priced and is determined to be distinct within the context of the contract. Other than a standard assurance-type warranty that the product will conform to agreed-upon specifications, there are generally no other significant post-shipment obligations. The expected costs associated with standard warranties continues to be recognized as an expense when the products are sold.
When the contract provides the customer the right to return eligible products or when the customer is part of a sales rebate program, the Company reduces revenue at the point of sale using current facts and historical experience by using an estimate for expected product returns and rebates associated with the transaction. The Company adjusts these estimates at the earlier of when the most likely amount of consideration that is expected to be received changes or when the consideration becomes fixed. Accordingly, an increase or decrease to revenue is recognized at that time.
Sales and other taxes collected concurrent with revenue-producing activities are excluded from revenue. The Company has elected to recognize the cost for freight and shipping when control of products has transferred to the customer as a component of cost of sales in the consolidated statements of operations. The Company classifies shipping and handling fees billed to customers as net sales and the corresponding costs are classified as cost of sales in the consolidated statements of operations.
Revenue by Category
The following tables present the Company's revenue disaggregated by customer type and customer geography (in millions):
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| | Three Months Ended | | Six Months Ended | | |
Customer Type | | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 | | | | |
Institutional | | $ | 108.8 | | | $ | 92.8 | | | $ | 196.4 | | | $ | 169.1 | | | | | |
Commercial | | 84.3 | | | 73.0 | | | 159.8 | | | 137.8 | | | | | |
All other | | 91.1 | | | 77.9 | | | 167.6 | | | 142.0 | | | | | |
Total | | $ | 284.2 | | | $ | 243.7 | | | $ | 523.8 | | | $ | 448.9 | | | | | |
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| | Three Months Ended | | Six Months Ended | | |
Geography | | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 | | | | |
United States | | $ | 257.5 | | | $ | 219.5 | | | $ | 477.1 | | | $ | 405.2 | | | | | |
Canada | | 20.5 | | | 18.2 | | | 35.6 | | | 32.8 | | | | | |
Rest of world | | 6.2 | | | 6.0 | | | 11.1 | | | 10.9 | | | | | |
Total | | $ | 284.2 | | | $ | 243.7 | | | $ | 523.8 | | | $ | 448.9 | | | | | |
Contract Balances
For substantially all of the Company's product sales, the customer is billed 100% of the contract value when the product ships and payment is generally due 30 days from shipment. Certain contracts include longer payment periods; however, the Company has elected to utilize the practical expedient in which the Company will only recognize a financing component to the sale if payment is due more than one year from the date of shipment.
Billings are recorded as accounts receivable when an unconditional right to the contractual consideration exists. Contract assets arise when the Company performs by transferring goods or services to a customer before the customer pays consideration, or before the customer’s payment is due. A contract liability exists when the Company has received consideration or the amount is due from the customer in advance of revenue recognition. Contract liabilities and contract assets as of June 30, 2022 and June 30, 2021 were not material.
Backlog
The Company had backlog of $84.0 million as of June 30, 2022, 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. The Company expects to recognize approximately 98% of the backlog in the remaining six months of the year ending December 31, 2022, and the remaining approximately 2% in 2023 and beyond.
Timing of Performance Obligations Satisfied at a Point in Time
The Company determined that the customer is able to control the product when it is delivered to them; thus, depending on the shipping terms, control will transfer at different points between the Company's manufacturing facility or warehouse and the customer’s location. The Company considers control to have transferred upon shipment or delivery because the Company has a present right to payment at that time, the customer has legal title to the asset, the Company has transferred physical possession of the asset and the customer has significant risks and rewards of ownership of the asset.
Variable Consideration
The Company provides volume-based rebates and the right to return product to certain customers, which are accrued for based on current facts and historical experience. Rebates are paid either on an annual or quarterly basis. There are no other significant variable consideration elements included in the Company's contracts with customers.
Contract Costs
The Company has elected to expense contract costs as incurred if the amortization period is expected to be one year or less. If the amortization period of these costs is expected to be greater than one year, the costs would be subject to capitalization. As of June 30, 2022 and June 30, 2021, the contract assets capitalized, as well as amortization recognized in the three months ended June 30, 2022 and June 30, 2021, are not significant and no impairment losses were recognized.
Allowance for Doubtful Accounts
The Company assesses the collectability of customer receivables based on the credit worthiness of a customer as determined by credit checks and analysis, as well as the customer’s payment history. In determining the allowance for doubtful accounts, the Company also considers various factors including the aging of customer accounts and historical write-offs. In addition, the Company monitors other risk factors, including forward-looking information when establishing adequate allowances for doubtful accounts, which reflects the current estimate of credit losses expected to be incurred over the life of the receivables.
6. Income Taxes
The provision for income taxes for all periods presented is based on an estimated effective income tax rate for the respective fiscal years. The estimated annual effective income tax rate is determined excluding the effect of significant discrete items or items that are reported net of their related tax effects. The tax effect of significant discrete items is reflected in the period in which they occur. The Company's income tax expense is impacted by a number of factors, including the amount of taxable earnings derived in foreign jurisdictions with tax rates that are generally higher than the U.S. 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.
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. In addition, all other available positive and negative evidence is taken into consideration for purposes of determining the proper balances of such valuation allowances. As a result of this review, the Company continues to maintain a full valuation allowance against U.S. federal and state capital loss carryforwards and a partial valuation allowance against certain foreign NOL carryforwards and other related foreign deferred tax assets, as well as certain U.S. state NOL carryforwards. Future changes to the balances of these valuation allowances, as a result of this continued review and analysis by the Company, could result in a material impact to the financial statements for such period of change.
The income tax provision was $11.3 million for the three months ended June 30, 2022, compared to $6.2 million for the three months ended June 30, 2021. The effective income tax rate for the three months ended June 30, 2022 was 23.7% versus 23.1% for the three months ended June 30, 2021. The effective income tax rate for the three months ended June 30, 2022 was above the U.S. federal statutory rate of 21% primarily due to the accrual of foreign income taxes, which are generally above the U.S. 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 income tax benefits associated with share-based payments. The effective income tax rate for the three months ended June 30, 2021 was above the U.S. federal statutory rate of 21% primarily due to the accrual of foreign income taxes, which are generally above the U.S. 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 income tax benefits associated with share-based payments.
The income tax provision was $21.3 million for the six months ended June 30, 2022, compared to $10.9 million for the six months ended June 30, 2021. The effective income tax rate for the six months ended June 30, 2022 was 24.5% versus 26.3% for the six months ended June 30, 2021. The effective income tax rate for the six months ended June 30, 2022 was above the U.S. federal statutory rate of 21% primarily due to the accrual of foreign income taxes, which are generally above the U.S. 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 income tax benefits associated with share-based payments. The effective income tax rate for the six months ended June 30, 2021 was above the U.S. federal statutory rate of 21% primarily due to the accrual of foreign income taxes, which are generally above the U.S. 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 income tax benefits associated with share-based payments.
The Company’s total liability for net unrecognized tax benefits as of June 30, 2022 and December 31, 2021 was $5.0 million and $5.9 million, respectively. The Company recognizes accrued interest and penalties related to unrecognized income tax benefits in income tax expense. As of June 30, 2022 and December 31, 2021, the total amount of gross,
unrecognized income tax benefits included accrued interest and penalties of $0.4 million and $0.5 million, respectively. The Company recognized $0.0 million and $0.1 million of net interest and penalties as income tax expense during the six months ended June 30, 2022 and June 30, 2021, 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. Currently, the Company is undergoing routine, periodic income tax examinations in foreign jurisdictions. During the nine month Transition Period ended December 31, 2020, the Internal Revenue Service (the “IRS”) completed an income tax examination of the Company’s U.S. consolidated federal income tax returns for the tax years ended March 31, 2016 and 2017. The Company paid approximately $1.5 million upon the conclusion of such examination, all of which was previously accrued in the Company’s financial statements. 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. 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. 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 ending prior to, and including, the short period ended on the date of the Spin-Off. There are currently a number of ongoing income tax examinations being conducted by the applicable tax authorities in various foreign tax jurisdictions with respect to certain PMC entities. 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; however, any potential payments of income tax, interest and penalties are not expected to be significant to the Company's consolidated financial statements. With certain exceptions, the Company is no longer subject to U.S. federal income tax examinations for tax years ending prior to March 31, 2019, state and local income tax examinations for years ending prior to March 31, 2018 or significant foreign income tax examinations for years ending prior to March 31, 2017.
7. Earnings per Share
Basic net income per share from continuing and discontinued operations attributable to Zurn Elkay common stockholders is computed by dividing net income from continuing operations and income from discontinued operations attributable to Zurn Elkay common stockholders, respectively, by the corresponding weighted average number of common shares outstanding for the period. Diluted net income per share from continuing and discontinued operations attributable to Zurn Elkay common stockholders 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.
The computation for diluted net income per share for the three and six months ended June 30, 2022 excludes 0.2 million and 0.2 million common shares due to their anti-dilutive effects, respectively. The computation for diluted net income per share for the three and six months ended June 30, 2021 excludes 0.2 million and 0.2 million common shares due to their anti-dilutive effects, respectively.
8. Stockholders' Equity
Stockholders' equity consists of the following (in millions): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common stock (1) | | | | Additional paid-in capital | | Retained earnings | | Accumulated other comprehensive loss | | | | Non-controlling interest (2) | | Total stockholders’ equity |
Balance at December 31, 2020 | $ | 1.2 | | | | | $ | 1,392.9 | | | $ | 116.0 | | | $ | (73.8) | | | | | $ | 3.0 | | | $ | 1,439.3 | |
Total comprehensive income (loss) | — | | | | | — | | | 50.0 | | | (1.8) | | | | | 0.1 | | | 48.3 | |
Stock-based compensation expense | — | | | | | 14.2 | | | — | | | — | | | | | — | | | 14.2 | |
Proceeds from exercise of stock options | — | | | | | 2.8 | | | — | | | — | | | | | — | | | 2.8 | |
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Repurchase of common stock | — | | | | | — | | | (0.9) | | | — | | | | | — | | | (0.9) | |
Common stock dividends ($0.09 per share) | — | | | | | — | | | (10.8) | | | — | | | | | — | | | (10.8) | |
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Balance at March 31, 2021 | $ | 1.2 | | | | | $ | 1,409.9 | | | $ | 154.3 | | | $ | (75.6) | | | | | $ | 3.1 | | | $ | 1,492.9 | |
Total comprehensive income | — | | | | | — | | | 73.2 | | | 5.3 | | | | | 0.1 | | | 78.6 | |
Stock-based compensation expense | — | | | | | 11.6 | | | — | | | — | | | | | — | | | 11.6 | |
Proceeds from exercise of stock options | — | | | | | 16.6 | | | — | | | — | | | | | — | | | 16.6 | |
Taxes withheld and paid on employees' share-based payment awards | — | | | | | (1.4) | | | — | | | — | | | | | — | | | (1.4) | |
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Common stock dividends ($0.09 per share) | — | | | | | — | | | (10.8) | | | — | | | | | — | | | (10.8) | |
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Balance at June 30, 2021 | $ | 1.2 | | | | | $ | 1,436.7 | | | $ | 216.7 | | | $ | (70.3) | | | | | $ | 3.2 | | | $ | 1,587.5 | |
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| Common stock (1) | | | | Additional paid-in capital | | Retained deficit | | Accumulated other comprehensive loss | | | | Non-controlling interest (2) | | Total stockholders’ equity |
Balance at December 31, 2021 | $ | 1.3 | | | | | $ | 1,436.9 | | | $ | (1,236.9) | | | $ | (74.9) | | | | | $ | — | | | $ | 126.4 | |
Total comprehensive income | — | | | | | — | | | 30.2 | | | 2.0 | | | | | — | | | 32.2 | |
Stock-based compensation expense | — | | | | | 3.9 | | | — | | | — | | | | | — | | | 3.9 | |
Proceeds from exercise of stock options | — | | | | | 0.5 | | | — | | | — | | | | | — | | | 0.5 | |
Taxes withheld and paid on employees' share-based payment awards | — | | | | | (0.5) | | | — | | | — | | | | | — | | | (0.5) | |
| | | | | | | | | | | | | | | |
Proceeds associated with divestiture of discontinued operations | — | | | | | — | | | 35.0 | | | — | | | | | — | | | 35.0 | |
Common stock dividends ($0.03 per share) | — | | | | | (3.8) | | | — | | | — | | | | | — | | | (3.8) | |
| | | | | | | | | | | | | | | |
Balance at March 31, 2022 | $ | 1.3 | | | | | $ | 1,437.0 | | | $ | (1,171.7) | | | $ | (72.9) | | | | | $ | — | | | $ | 193.7 | |
Total comprehensive income (loss) | — | | | | | — | | | 36.4 | | | (2.0) | | | | | — | | | 34.4 | |
Stock-based compensation expense | — | | | | | 3.8 | | | — | | | — | | | | | — | | | 3.8 | |
Proceeds from exercise of stock options | — | | | | | 1.3 | | | — | | | — | | | | | — | | | 1.3 | |
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Common stock dividends ($0.03 per share) | — | | | | | (3.8) | | | — | | | — | | | | | — | | | (3.8) | |
| | | | | | | | | | | | | | | |
Balance at June 30, 2022 | $ | 1.3 | | | | | $ | 1,438.3 | | | $ | (1,135.3) | | | $ | (74.9) | | | | | $ | — | | | $ | 229.4 | |
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____________________
(1)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 awards, respectively.
(2)Non-controlling interest through the Spin-Off Transaction represented a 5% non-controlling interest in a PMC joint venture relationship. The Company has no remaining non-controlling interest subsequent to the Spin-Off Transaction.
Prior year amounts disclosed within this note include amounts attributable to the Company's discontinued operations, unless otherwise noted. Refer to Note 4 Discontinued Operations for further detail.
Share Repurchase Program
During fiscal 2015, the Company's Board of Directors approved a common stock repurchase program (the "Repurchase Program") authorizing the repurchase of up to $200.0 million of the Company's common stock from time to time on the open market or in privately negotiated transactions. On January 27, 2020, the Company's Board of Directors approved increasing the remaining share repurchase authority under the Repurchase Program to $300.0 million. 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; 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. The Company did not repurchase any shares during the three and six months ended June 30, 2022. During the six months ended June 30, 2021, the Company repurchased 22,300 shares of
common stock at a total cost of $0.9 million at a weighted average price of $39.27 per share. The repurchased shares were canceled by the Company upon receipt. A total of approximately $162.8 million of the existing authority remained under the Repurchase Program at June 30, 2022.
9. Accumulated Other Comprehensive Loss
The changes in accumulated other comprehensive loss, net of tax, for the six months ended June 30, 2022, are as follows (in millions):
| | | | | | | | | | | | | | | | | | | | | | |
| | | | Foreign Currency Translation and Other | | Pension and Postretirement Plans | | Total |
Balance at December 31, 2021 | | | | $ | (70.9) | | | $ | (4.0) | | | $ | (74.9) | |
Other comprehensive loss before reclassifications | | | | — | | | — | | | — | |
Amounts reclassified from accumulated other comprehensive loss | | | | — | | | — | | | — | |
Net current period other comprehensive loss | | | | — | | | — | | | — | |
Balance at June 30, 2022 | | | | $ | (70.9) | | | $ | (4.0) | | | $ | (74.9) | |
The following table summarizes the amounts reclassified from accumulated other comprehensive loss to net income during the three and six months ended June 30, 2022 and June 30, 2021 (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | | | | |
| | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 | | | | | | Income Statement Line |
Pension and other postretirement plans | | | | | | | | | | | | | | |
Amortization of prior service credit | | $ | — | | | $ | (0.1) | | | $ | — | | | $ | (0.2) | | | | | | | Other income, net |
| | | | | | | | | | | | | | |
Provision for income taxes | | — | | | — | | | — | | | — | | | | | | | |
Total net of tax | | $ | — | | | $ | (0.1) | | | $ | — | | | $ | (0.2) | | | | | | | |
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10. Inventories
The major classes of inventories are summarized as follows (in millions): | | | | | | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 |
Finished goods | | $ | 217.2 | | | $ | 169.1 | |
Work in progress | | 4.7 | | | 5.1 | |
| | | | |
Raw materials | | 25.4 | | | 14.6 | |
Inventories at First-in, First-Out ("FIFO") cost | | 247.3 | | | 188.8 | |
Adjustment to state inventories at Last-in, First-Out ("LIFO") cost | | (3.9) | | | (4.3) | |
| | $ | 243.4 | | | $ | 184.5 | |
11. Goodwill and Intangible Assets
The changes in the net carrying value of goodwill for the six months ended June 30, 2022, are presented below (in millions):
| | | | | | | | |
Net carrying amount as of December 31, 2021 | | $ | 254.1 | |
Currency translation adjustments | | (0.2) | |
| | |
Purchase accounting adjustments (1) | | (1.3) | |
Net carrying amount as of June 30, 2022 | | $ | 252.6 | |
(1)Refer to Note 2, Acquisitions for additional information regarding the purchase accounting adjustments.
The gross carrying amount and accumulated amortization for each major class of identifiable intangible assets as of June 30, 2022 and December 31, 2021 are as follows (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | June 30, 2022 |
| | Weighted Average Useful Life | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
Intangible assets subject to amortization: | | | | | | | | |
Patents | | 9 years | | $ | 25.5 | | | $ | (22.5) | | | $ | 3.0 | |
Customer relationships (including distribution network) | | 15 years | | 351.1 | | | (273.3) | | | 77.8 | |
Tradenames | | 13 years | | 11.5 | | | (4.5) | | | 7.0 | |
Intangible assets not subject to amortization - trademarks and tradenames | | | | 87.0 | | | — | | | 87.0 | |
Total intangible assets, net | | 15 years | | $ | 475.1 | | | $ | (300.3) | | | $ | 174.8 | |
| | | | | | | | |
| | | | December 31, 2021 |
| | Weighted Average Useful Life | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
Intangible assets subject to amortization: | | | | | | | | |
Patents | | 9 years | | $ | 24.9 | | | $ | (22.4) | | | $ | 2.5 | |
Customer relationships (including distribution network) | | 15 years | | 351.1 | | | (269.1) | | | 82.0 | |
Tradenames | | 13 years | | 11.5 | | | (4.0) | | | 7.5 | |
Intangible assets not subject to amortization - trademarks and tradenames | | | | 87.1 | | | — | | | 87.1 | |
Total intangible assets, net | | 15 years | | $ | 474.6 | | | $ | (295.5) | | | $ | 179.1 | |
Intangible asset amortization expense totaled $1.6 million and $5.8 million for the three months ended June 30, 2022 and June 30, 2021, respectively. Intangible asset amortization expense totaled $4.6 million and $11.9 million for the six months ended June 30, 2022 and June 30, 2021, respectively. Customer relationships acquired during the year ended December 31, 2021 were assigned a weighted-average useful life of 10 years. There were no intangible assets acquired during the six months ended June 30, 2022.
The Company expects to recognize amortization expense on the intangible assets subject to amortization of $7.9 million in the year ending December 31, 2022 (inclusive of the $4.6 million of amortization expense recognized in the six months ended June 30, 2022), $6.5 million in 2023, $6.5 million in 2024, $6.4 million in 2025, $6.3 million in 2026 and $6.3 million in 2027.
12. Other Current Liabilities
Other current liabilities are summarized as follows (in millions): | | | | | | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 |
Commissions | | $ | 9.3 | | | $ | 8.1 | |
| | | | |
Current portion of operating lease liability | | 6.0 | | | 6.1 | |
Income taxes payable | | 1.3 | | | 2.1 | |
| | | | |
Legal and environmental | | 2.7 | | | 3.0 | |
Product warranty (1) | | 1.2 | | | 1.3 | |
Restructuring and other similar charges (2) | | 1.1 | | | 2.4 | |
Risk management (3) | | 11.4 | | | 11.3 | |
Sales rebates | | 35.5 | | | 38.6 | |
Tax indemnities | | 21.9 | | | 21.9 | |
Taxes, other than income taxes | | 1.6 | | | 1.8 | |
Other | | 7.0 | | | 9.8 | |
| | $ | 99.0 | | | $ | 106.4 | |
____________________
(1)See more information related to the product warranty obligations within Note 15, Commitments and Contingencies.
(2)See more information related to the restructuring obligations within Note 3, Restructuring and Other Similar Charges.
(3) Includes projected liabilities related to losses arising from automobile, general and product liability claims.
13. Long-Term Debt
Long-term debt is summarized as follows (in millions): | | | | | | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 |
Term loan (1) | | $ | 537.3 | | | $ | 539.2 | |
| | | | |
| | | | |
| | | | |
Finance leases (2) | | 0.2 | | | 0.3 | |
Total | | 537.5 | | | 539.5 | |
Less current maturities | | 5.6 | | | 5.6 | |
Long-term debt | | $ | 531.9 | | | 533.9 | |
____________________
(1)Includes unamortized debt issuance costs of $10.0 million and $10.8 million at June 30, 2022 and December 31, 2021, respectively.
(2)Refer to Note 14, Leases, to the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 for further information regarding leases.
Senior Secured Credit Facility
On October 4, 2021, ZBS Global, Inc. (“Holdings”), Zurn Holdings, Inc., Zurn LLC (together, the “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 (the “Credit Agreement”). The Credit Agreement is funded by a syndicate of banks and other financial institutions and provides for (i) a $550.0 million term loan facility (the “Term Loan”) and (ii) a $200.0 million revolving credit facility (the “Revolving Credit Facility”).
The obligations under the Credit Agreement and related documents are secured by liens on substantially all of the assets of Holdings, the Borrowers, and certain subsidiaries of the Borrowers pursuant to a Third Amended and Restated Guarantee and Collateral Agreement, dated as of October 4, 2021 (the "Collateral Agreement"), among Holdings, the Borrowers, the subsidiaries of the Borrowers party thereto, and the Administrative Agent, and certain other collateral documents.
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). As of June 30, 2022, the Borrowers were in compliance with all applicable covenants under the Credit Agreement.
See Note 18, Subsequent Events for additional information on an amendment to the Credit Agreement entered into in connection with the Merger.
Term Debt
The Term Loan has a maturity date of October 4, 2028. 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.
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. 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. 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 decrease by 0.25%. The Borrowers’ Net First Lien Leverage Ratio was 2.08 to 1.00 as of June 30, 2022.
At June 30, 2022 and for the six months ended, the borrowings under the Term Loan had weighted-average effective interest rates of 4.04% and 2.90%, respectively.
Revolving Credit Facility
The Credit Agreement includes a $200.0 million revolving credit facility that has a maturity date of October 2, 2026. 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. 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. 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%. The Borrowers’ Net First Lien Leverage Ratio was 2.08 to 1.00 as of June 30, 2022. 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%.
At June 30, 2022 and December 31, 2021, there were no amounts borrowed under the Revolving Credit Facility. As of June 30, 2022 and December 31, 2021, $6.1 million and $6.1 million of the Revolving Credit Facility were considered utilized in connection with outstanding letters of credit, respectively.
Finance leases and other subsidiary debt
At June 30, 2022 and December 31, 2021, the Company had finance lease obligations of $0.2 million and $0.3 million, respectively. See Note 14, Leases in the audited consolidated financial statements of the Company's Annual Report on Form 10-K for the year ended December 31, 2021 for further information regarding leases.
14. Fair Value Measurements
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. ASC 820 also specifies a fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed assumptions about the assumptions a market participant would use.
In accordance with ASC 820, fair value measurements are classified under the following hierarchy:
•Level 1 - Quoted prices for identical instruments in active markets.
•Level 2 - Quoted prices for similar instruments; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable.
•Level 3 - Model-derived valuations in which one or more inputs or value-drivers are both significant to the fair value measurement and unobservable.
If applicable, the Company uses quoted market prices in active markets to determine fair value, and therefore classifies such measurements within Level 1. In some cases where market prices are not available, the Company makes use of observable market based inputs to calculate fair value, in which case the measurements are classified within Level 2. If quoted or observable market prices are not available, fair value is based upon internally developed models that use, where possible, current market-based parameters. These measurements are classified within Level 3 if they use significant unobservable inputs.
Fair Value of Financial Instruments
The Company has a nonqualified deferred compensation plan where assets are invested in mutual funds and corporate-owned life insurance contracts held in a rabbi trust, which is restricted for payments to participants of the plan. The Company has elected to use the fair value option for the mutual funds, which are measured using quoted prices of identical instruments in active markets categorized as Level 1. Corporate-owned life insurance contracts are recorded at cash surrender value, which is provided by a third party and reflects the net asset value of the underlying publicly traded mutual funds categorized as Level 2. The deferred compensation plan assets are classified within other assets on the condensed consolidated balance sheets. 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. Deferred compensation plan liabilities are classified within other liabilities on the condensed consolidated balance sheets.
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, 2022 and December 31, 2021 (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value as of June 30, 2022 |
| | Level 1 | | Level 2 | | Level 3 | | Total |
Deferred compensation plan assets | | $ | 1.1 | | | $ | 11.4 | | | $ | — | | | $ | 12.5 | |
Deferred compensation plan liabilities | | 12.9 | | | — | | | — | | | 12.9 | |
| | | | | | | | |
| | Fair Value as of December 31, 2021 |
| | Level 1 | | Level 2 | | Level 3 | | Total |
Deferred compensation plan assets | | $ | 0.9 | | | $ | 14.4 | | | $ | — | | | $ | 15.3 | |
Deferred compensation plan liabilities | | 16.3 | | | — | | | — | | | 16.3 | |
There were no transfers of assets between levels at June 30, 2022 and December 31, 2021, respectively.
Fair Value of Non-Derivative Financial Instruments
The carrying amounts of cash, receivables, payables and accrued liabilities approximated fair value at June 30, 2022 and December 31, 2021, due to the short-term nature of those instruments. The fair value of long-term debt as of June 30, 2022 and December 31, 2021, was approximately $534.5 million and $552.4 million, respectively. The fair value is based on quoted market prices for the same instruments.
Long-lived Assets and Intangible Assets
Long-lived assets (which include property, plant and equipment and real estate) may be measured at fair value if such assets are held-for-sale or when there is a determination that the asset is impaired. Intangible assets (which include patents, tradenames, customer relationships, and non-compete agreements) also may be measured at fair value when there is a determination that the asset is impaired. The determination of fair value for these assets is based on the best information available that resides within Level 3 of the fair value hierarchy, including internal cash flow estimates discounted at an appropriate interest rate, quoted market prices when available, market prices for similar assets and independent appraisals, as appropriate. For real estate, cash flow estimates are based on current market estimates that reflect current and projected lease profiles and available industry information about expected trends in rental, occupancy and capitalization rates.
15. Commitments and Contingencies
Warranties:
The Company offers warranties on the sales of certain of its products and records an accrual for estimated future claims. Such accruals are based upon historical experience and management’s estimate of the level of future claims. The following table presents changes in the Company’s product warranty liability (in millions):
| | | | | | | | | | | | | | |
| | Six Months Ended |
| | June 30, 2022 | | June 30, 2021 |
Balance at beginning of period | | $ | 1.3 | | | $ | 1.2 | |
| | | | |
Charged to operations | | 0.6 | | | 1.0 | |
Claims settled | | (0.7) | | | (0.6) | |
Balance at end of period | | $ | 1.2 | | | $ | 1.6 | |
Contingencies:
The Company's subsidiaries are involved in various unresolved legal actions, administrative proceedings and claims in the ordinary course of business involving, among other things, product liability, commercial, employment, workers' compensation, intellectual property claims and environmental matters. The Company establishes accruals in a manner that is consistent with accounting principles generally accepted in the United States for costs associated with such matters when liability is probable and those costs are capable of being reasonably estimated. 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.
Certain Company subsidiaries are subject to asbestos litigation. As of June 30, 2022, Zurn and numerous other unrelated companies were defendants in approximately 6,000 asbestos related lawsuits representing approximately 7,000
claims. Plaintiffs' claims allege personal injuries caused by exposure to asbestos used primarily in industrial boilers formerly manufactured by a segment of Zurn. Zurn did not manufacture asbestos or asbestos components. Instead, Zurn purchased them from suppliers. These claims are being handled pursuant to a defense strategy funded by insurers.
As of June 30, 2022, 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 $66.0 million, of which Zurn expects its insurance carriers to pay approximately $49.0 million in the next ten years on such claims, with the balance of the estimated liability being paid in subsequent years. The $66.0 million was developed based on actuarial studies and represents the projected indemnity payout for current and future claims. 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. 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.
Management estimates that its available insurance to cover this potential asbestos liability as of June 30, 2022 is in excess of the ten year estimated exposure, and accordingly, believes that all current claims are covered by insurance.
As of June 30, 2022, the Company had a recorded receivable from its insurance carriers of $66.0 million, 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. However, there is no assurance the Company's current insurance coverage will ultimately be available or that this asbestos liability will not ultimately exceed the Company's coverage limits. Factors that could cause a decrease in the amount of available coverage or create gaps in coverage include: 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. The receivable for probable asbestos-related recoveries is recorded in insurance for asbestos claims within the condensed consolidated balance sheets.
16. Retirement Benefits
The components of net periodic benefit cost are as follows (in millions): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | | |
| | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 | | | | |
Pension Benefits: | | | | | | | | | | | | |
Service cost | | $ | — | | | $ | 0.1 | | | $ | — | | | $ | 0.2 | | | | | |
Interest cost | | 2.2 | | | 4.6 | | | 4.3 | | | 7.5 | | | | | |
Expected return on plan assets | | (2.4) | | | (4.6) | | | (4.8) | | | (9.8) | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Net periodic benefit cost | | $ | (0.2) | | | $ | 0.1 | | | $ | (0.5) | | | $ | (2.1) | | | | | |
Other Postretirement Benefits: | | | | | | | | | | | | |
Interest cost | | $ | — | | | $ | 0.1 | | | $ | 0.1 | | | $ | 0.2 | | | | | |
Amortization: | | | | | | | | | | | | |
Prior service credit | | — | | | (0.1) | | | — | | | (0.2) | | | | | |
| | | | | | | | | | | | |
Net periodic benefit cost | | $ | — | | | $ | — | | | $ | 0.1 | | | $ | — | | | | | |
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, 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).
During the six months ended June 30, 2022 and June 30, 2021, the Company made contributions of $0.7 million and $1.8 million, respectively, to its qualified pension plan trusts.
Prior year amounts disclosed within this note include amounts attributable to the Company's discontinued operations, unless otherwise noted. Refer to Note 4 Discontinued Operations for further detail.
See Note 16, 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, 2021 for further information regarding retirement benefits.
17. Stock-Based Compensation
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. For the three months ended June 30, 2022 and June 30, 2021, the Company recognized $3.8 million and $7.1 million of stock-based compensation expense, respectively. For the six months ended June 30, 2022 and June 30, 2021, the Company recognized $7.7 million and $16.2 million of stock-based compensation expense, respectively.
During the six months ended June 30, 2022, the Company granted the following 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 |
Stock options | | 2,650 | | | $ | 12.27 | |
Restricted stock units | | 13,132 | | | $ | 33.51 | |
Performance stock units | | 5,244 | | | $ | 33.37 | |
Common stock | | 28,347 | | | $ | 31.11 | |
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, 2021, for further information regarding stock-based compensation.
18. Subsequent Events
Elkay Transaction; Credit Agreement Amendment
On July 1, 2022, in accordance with the terms and conditions of the Merger Agreement, dated February 12, 2022, the Company announced it had closed the Merger with Elkay. Under the terms of the transaction agreements, subject to certain holdbacks and post-closing adjustments, the merger consideration to Elkay shareholders consisted of approximately 51.6 million shares of Zurn common stock, which results in former Elkay shareholders owning approximately 29% of the combined company. Elkay, a market leader of commercial drinking water solutions, complements the Company's existing product portfolio. Following the closing of the Elkay Transaction, Zurn changed its legal name from Zurn Water Solutions Corporation to Zurn Elkay Water Solutions Corporation. Zurn Elkay common stock will continue to trade on the New York Stock Exchange under the ticker symbol “ZWS.”
In connection with the consummation of the Merger, on July 1, 2022, Holdings, the Borrowers, Elkay and the other loan parties party thereto entered into that certain Amendment No. 1 (the “Amendment”) to the Fourth Amended and Restated First Lien Credit Agreement (the “Credit Agreement”) pursuant to which Elkay joined the Credit Agreement as a Borrower. Elkay and its domestic subsidiaries also granted security interests in substantially all of their personal property assets to secure the obligations under the Credit Agreement pursuant to that certain Supplement No. 1 dated as of July 1, 2022 to the Collateral Agreement and certain other collateral documents.
The Company has estimated the total consideration transferred for the acquisition of Elkay to be approximately $1.4 billion, subject to finalization of purchase accounting and working capital adjustments. Pro forma revenues and earnings have not been presented as the initial accounting for the Elkay Transaction is incomplete as of the date the consolidated financial statements are issued. The Company is in the process of assessing the fair value of the acquired tangible assets, liabilities assumed and any applicable intangible assets and liabilities for this business combination.
Dividends
On July 21, 2022, 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, 2022, to stockholders of record as of August 19, 2022.