Acquisitions | Acquisitions Nine Months Ended September 30, 2022 Elkay Merger On July 1, 2022, the Company and Elkay completed the Elkay Merger for a preliminary purchase price of $1,462.9 million. Elkay, a market leader of commercial sinks and drinking water solutions, complements the Company's existing product portfolio. The preliminary purchase price includes $1,417.0 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 existing term loan and Elkay's transaction related costs outstanding that were in excess of Elkay's cash and cash equivalents balance at the time of closing. Pursuant to the terms of the Merger Agreement, Zurn issued 51,564,524 shares of common stock, $0.01 par value per share, of the Company ("Company common stock"), which represented approximately 29% of the 177,746,770 outstanding shares of the Company common stock immediately following the Merger closing. The total shares of Company common stock issued is preliminary and subject to change upon finalization of customary post-closing adjustments with respect to cash, indebtedness and working capital. The Company incurred transaction-related costs of approximately $33.7 million for the three and nine months ended September 30, 2022. These costs were associated with legal and professional services and were recognized as selling, general and administrative expenses in the condensed consolidated statements of operations. As previously announced, upon the Merger closing and in accordance with the terms and conditions of the Merger Agreement, the Company increased the size of its Board to eleven members, and two directors designated by Elkay were appointed to the board. Zurn senior management immediately prior to the consummation of the Elkay Transaction remained executive officers of the Company immediately after the Elkay Transaction. The Company's management determined that the Company is the accounting acquirer in the Elkay Transaction based on the facts and circumstances noted within this section and other relevant factors. As such, the Company applied the acquisition method of accounting to the identifiable assets and liabilities of the Elkay business, which have been measured at estimated fair value as of the date of the business combination. Elkay’s assets and liabilities were measured at estimated fair values at July 1, 2022, primarily using Level 3 inputs. 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. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates expected as of the Merger date. See Note 14, Fair Value Measurements, for additional information. Due to the timing of the business combination and the nature of the net assets acquired, at September 30, 2022, the valuation process to determine the fair values is not complete and further adjustments are expected. The Company has estimated the preliminary fair value of net assets acquired based on information currently available and will continue to adjust those estimates as additional information becomes available. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price allocation adjustments will be recorded during the measurement period, but no later than one year from the date of the Merger. The Company will reflect measurement period adjustments in the period in which the adjustments are determined. The preliminary fair value of the assets acquired and liabilities assumed were as follows (in millions): Assets acquired: Receivables, net $ 92.1 Inventories 165.9 Other current assets 9.9 Property, plant and equipment, net 147.1 Intangible assets, net 860.5 Goodwill 505.0 Other assets 73.8 Total assets acquired 1,854.3 Liabilities assumed: Trade payables 30.4 Compensation and benefits 39.1 Current portion of pension and postretirement benefit obligations 17.3 Other current liabilities 30.1 Operating lease liability 40.5 Pension and postretirement benefit obligations 3.6 Deferred income taxes 222.6 Other liabilities 7.8 Total liabilities assumed 391.4 Total preliminary purchase price $ 1,462.9 Unaudited Pro Forma Information The following unaudited supplemental pro forma financial information presents the financial results from continuing operations for the nine months ended September 30, 2022 and 2021 as if the Elkay Merger had occurred on January 1, 2021. The pro forma financial information includes, where applicable, adjustments for: (i) additional amortization expense that would have been recognized related to the acquired intangible assets, (ii) additional depreciation expense that would have been recognized related to the acquired property, plant, and equipment, (iii) transaction costs and other one-time non-recurring costs which reduced expenses by $33.7 million for the nine months ended September 30, 2022 and increased expenses by $33.7 million for the nine months ended September 30, 2021, (v) additional cost of sales related to the inventory valuation adjustment which reduced expenses by $14.6 million for the nine months ended September 30, 2022 and increased expenses by $18.3 million for the nine months ended September 30, 2021, and (vi) the estimated income tax effect on the pro forma adjustments. The pro forma financial information excludes adjustments for estimated cost synergies or other effects of the integration of the Elkay Merger. The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the Elkay Merger been completed as of the date indicated or the results that may be obtained in the future. Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Net sales $ 1,240.2 $ 1,102.5 Net income (loss) from continuing operations $ 71.4 $ (3.8) Earnings per share from continuing operations Basic $ 0.50 $ (0.03) Assuming dilution $ 0.49 $ (0.03) For the period from July 1, 2022 through September 30, 2022, Elkay had net sales and a net loss of $149.9 million and $9.4 million, respectively, which amounts include the impact of purchase accounting adjustments, and are included in the condensed consolidated statements of operations for the period from July 1, 2022 through September 30, 2022. 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 nine months ended September 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 nine months ended September 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 date. 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. |