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Todd A. Adams, Chairman and Chief Executive Officer, commented, “We are pleased with our start to the year as demand trends in our business were a bit better than we anticipated and we delivered pro forma core growth of 5% on top of a prior year first quarter where core sales grew 15%. During the quarter we launched a nationwide awareness campaign focused on the need for safe drinking water within K-12 schools here in the US, and we continue to see momentum growing in our drinking water business. Operationally, we executed well as we delivered an adjusted EBITDA margin(1) of 19.5% which was at the high-end of our expectations heading into the quarter. Our Elkay synergy commitment of $25 million in the year remains on track and we expect to see our margin improve sequentially in the second quarter and further improve into the second half of the year as the lower commodity and transportation costs begin to read through. During the quarter, we repurchased $37 million of our common stock which puts us ahead of schedule on our commitment of at least $100 million in share repurchases during the year."

"In March we published our 2022 Sustainability Report. This is our fourth published report, but our first sustainability report as a combined Zurn Elkay organization. The report highlights our ongoing efforts to continually improve the environmental, social and governance aspects of our business and provides updates on the specific ESG related targets that we communicated last year and also adds several new targets. We are committed and excited to build on the momentum we have around ESG as a company.”

Adams continued, “We continue to take a view on our external outlook that encompasses a broader range of volatility than we have the past couple years. Our outlook for the year remains unchanged from 90 days ago with sales to be in the range of $1,500 million and $1,550 million, Adjusted EBITDA(1) to be in the range of $325 million to $345 million and free cash flow(1) to total approximately $200 million. For the second quarter, we expect sales to be in a range of $385 million to $395 million and consolidated Adjusted EBITDA margins(1) to range between 21.0% and 21.5%."

Net sales were $372.1 million and $239.6 million during the three months ended March 31, 2023 and March 31, 2022, respectively, an increase of 55% year over year. Excluding a 53% increase in sales associated with our combination with Elkay and a 1% decrease in sales associated with foreign currency translation, core sales increased 3% year-over-year as nearly all of our product categories, with the exception of products sold into the residential end market, contributed to the sales growth.

During the three months ended March 31, 2023, income from operations was $43.7 million compared to $43.9 million during the three months ended March 31, 2022. Income from operations as a percentage of net sales decreased by 660 basis points year over year as the benefits of productivity actions were offset by higher non-cash stock-based compensation expense, incremental depreciation, and intangible asset amortization resulting from the merger with Elkay, as well as the sell-through of higher cost inventory in the quarter.

The following non-GAAP financial measures are utilized by management in comparing our operating performance on a consistent basis. We believe that these financial measures are appropriate to enhance an overall understanding of our underlying operating performance trends compared to historical and prospective periods and our peers. Management also believes that these measures are useful to investors in their analysis of our results of operations and provide improved comparability between fiscal periods as well as insight into the compliance with our debt covenants. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information calculated in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of non-GAAP financial measures presented above to our GAAP results has been provided in the financial tables included in this press release.

Core sales excludes the impact of acquisitions (such as Elkay), divestitures and foreign currency translation. Management believes that core sales facilitates easier and more meaningful comparison of our net sales performance with prior and future periods and to our peers. We exclude the effect of acquisitions and divestitures because the nature, size and number of acquisitions and divestitures can vary dramatically from period to period and between us and our peers, and can also obscure underlying business trends and make comparisons of long-term performance difficult. We exclude the effect of foreign currency translation from this measure because the volatility of currency translation is not under management's control.

Adjusted net income and adjusted earnings per share (calculated on a diluted basis) exclude actuarial gains and losses on pension and postretirement benefit obligations, restructuring and other similar charges, gains or losses on divestitures, discontinued operations, gains or losses on extinguishment of debt, the impact of acquisition-related fair value adjustments in connection with purchase accounting, amortization of intangible assets, the adjustment to state inventories at last-in first-out costs, and other non-operational, non-cash or non-recurring losses, net of their income tax impact. The tax rates used to calculate adjusted net income and adjusted earnings per share are based on a transaction specific basis. We believe that adjusted net income and adjusted earnings per share are useful in assessing our financial performance by excluding items that are not indicative of our core operating performance or that may obscure trends useful in evaluating our continuing results of operations.

EBITDA represents earnings from continuing operations before interest and other debt related activities, taxes, depreciation and amortization. EBITDA is presented because it is an important supplemental measure of performance and it is frequently used by analysts, investors and other interested parties in the evaluation of companies in our industry. EBITDA is also presented and compared by analysts and investors in evaluating our ability to meet debt service obligations. Other companies in our industry may calculate EBITDA differently. EBITDA is not a measurement of financial performance under GAAP and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net income as indicators of operating performance or any other measures of performance derived in accordance with GAAP. Because EBITDA is calculated before recurring cash charges, including interest expense and taxes, and is not adjusted for capital expenditures or other recurring cash requirements of the business, it should not be considered as a measure of discretionary cash available to invest in the growth of the business.

“Adjusted EBITDA” is the term we use to describe EBITDA as defined and adjusted in our credit agreement, which is net income, adjusted for the items summarized in the Reconciliation of GAAP to Non-GAAP Financial Measures table below. Adjusted EBITDA is intended to show our unleveraged, pre-tax operating results and therefore reflects our financial performance based on operational factors, excluding non-operational, non-cash or non-recurring losses or gains. In view of our debt level, it is also provided to aid investors in understanding our compliance with our debt covenants. Adjusted EBITDA is not a presentation made in accordance with GAAP, and our use of the term Adjusted EBITDA varies from others in our industry. Adjusted EBITDA should not be considered as an alternative to net income, income from operations or any other performance measures derived in accordance with GAAP. Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for, analysis of our results as reported under GAAP. For example, Adjusted EBITDA does not reflect: (a) our capital expenditures, future requirements for capital expenditures or contractual commitments; (b) changes in, or cash requirements for, our working capital needs; (c) the significant interest expenses, or the cash requirements necessary to service interest or principal payments, on our debt; (d) tax payments that represent a reduction in cash available to us; (e) any cash requirements for the assets being depreciated and amortized that may have to be replaced in the future; or (f) the impact of earnings or charges resulting from matters that we and the lenders under our credit agreement may not consider indicative of our ongoing operations. In particular, our definition of Adjusted EBITDA allows us to add back

certain non-cash, non-operating or non-recurring charges that are deducted in calculating net income, even though these are expenses that may recur, vary greatly and are difficult to predict and can represent the effect of long-term strategies as opposed to short-term results. “Adjusted EBITDA Margin” is the term we use to describe Adjusted EBITDA divided by net sales.

In addition, certain of these expenses can represent the reduction of cash that could be used for other corporate purposes. Further, although not included in the calculation of Adjusted EBITDA below, the measure may at times allow us to add estimated cost savings and operating synergies related to operational changes ranging from acquisitions to dispositions to restructurings and/or exclude one-time transition expenditures that we anticipate we will need to incur to realize cost savings before such savings have occurred. Further, management and various investors use the ratio of total debt less cash to Adjusted EBITDA (which includes a full pro-forma last-twelve-month impact of acquisitions), or "net debt leverage", as a measure of our financial strength and ability to incur incremental indebtedness when making key investment decisions and evaluating us against peers. Lastly, management and various investors use the ratio of the change in Adjusted EBITDA divided by the change in net sales (referred to as “incremental margin” in the case of an increase in net sales or “decremental margin” in the case of a decrease in net sales) as an additional measure of our financial performance and when making key investment decisions and evaluating us against peers.

We define Free Cash Flow as cash flow from operations less capital expenditures, and we use this metric in analyzing our ability to service and repay our debt and to forecast future periods. However, this measure does not represent funds available for investment or other discretionary uses since it does not deduct cash used to service our debt. We define Free Cash Flow Conversion as Free Cash Flow divided by net income.

ROIC is used because we believe it is an important supplemental measure of financial performance and it is also currently a performance measure under our long-term incentive plan. ROIC is frequently used by analysts, investors and other interested parties in the evaluation of companies in our industry. ROIC is also used by investors and analysts to evaluate management’s deployment of capital to create shareholder value. We define ROIC as tax-effected net operating income for the last 12 months divided by average total invested capital over a rolling four-quarter period. Total invested capital is defined as shareholders equity plus debt, less cash and cash equivalents. Other companies may not define or calculate ROIC in the same way.

Headquartered in Milwaukee, Wisconsin, Zurn Elkay Water Solutions Corporation is a growth-oriented, pure-play water management business that designs, procures, manufactures, and markets what we believe to be the broadest sustainable product portfolio of specification-driven water management solutions to improve health, human safety and the environment. Our product portfolio includes professional grade water safety and control products, flow system products, hygienic and environmental products, and drinking water 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. Additional information about Zurn Elkay Water Solutions can be found at www.zurn-elkay.com.

Zurn Elkay Water Solutions will hold a conference call on Wednesday, April 26, 2023, at 8:30 a.m. Eastern Time to discuss its first quarter 2023 results, provide a general business update and respond to investor questions. Zurn Elkay Chairman and CEO, Todd Adams, and Senior Vice President and CFO, Mark Peterson, will co-host the call. The conference call can be accessed via telephone as follows:

If you are unable to participate during the live teleconference, a replay of the conference call will be available from 9:30 a.m. Central Time April 26, 2023 until 10:59 p.m. Central Time, May 3, 2023. To access the replay, please dial 800-770-2030 (domestic) or 647-362-9199 (international). The Conference ID for the replay is: 7660247. The replay will also be available as a webcast on the Company's investor relations website.

Information in this release may involve outlook, expectations, beliefs, plans, intentions, strategies or other statements regarding the future, which are forward-looking statements. These forward-looking statements involve risks and uncertainties. All forward-looking statements included in this release are based on information available to Zurn Elkay Water Solutions Corporation as of the date of this release, and Zurn Elkay assumes no obligation to update any such forward-looking statements. The statements in this release are not guarantees of future performance, and actual results could differ materially from current expectations. Numerous factors could cause or contribute to such differences. Please refer to “Risk Factors” and “Cautionary Notice Regarding Forward-Looking Statements” in our report on Form 10-K for the period ended December 31, 2022, as well as the Company’s subsequent annual, quarterly and current reports filed on Forms 10-K, 10-Q and 8-K from time to time with the Securities and Exchange Commission for a further discussion of the factors and risks associated with the business.


	Three Months Ended
	March 31, 2023		March 31, 2022
Net sales	$	372.1	$	239.6
Cost of sales	223.3		137.7
Gross profit	148.8		101.9
Selling, general and administrative expenses	88.5		53.9
Restructuring and other similar charges	1.9		1.1
Amortization of intangible assets	14.7		3.0
Income from operations	43.7		43.9
Non-operating expense:
Interest expense, net	(9.6)		(4.8)


Other (expense) income, net	(2.4)		0.3
Income before income taxes	31.7		39.4
Provision for income taxes	(9.1)		(10.0)

Net income from continuing operations	22.6		29.4
Income from discontinued operations, net of tax	0.2		0.8
Net income	$	22.8	$	30.2





Basic net income per share:
Continuing operations	$	0.13	$	0.23
Discontinued operations	$	0.00	$	0.01
Net income	$	0.13	$	0.24
Diluted net income per share:
Continuing operations	$	0.13	$	0.23
Discontinued operations	$	0.00	$	0.01
Net income	$	0.13	$	0.24
Weighted-average number of shares outstanding (in thousands):
Basic	176,416		126,281
Effect of dilutive equity awards	1,969		2,160
Diluted	178,385		128,441


	Three Months Ended March 31, 2023
	Reported Results				Adjustments					Non-GAAP Results
Net sales	$	372.1			$	—				$	372.1

EBITDA	66.5				5.9		(a)			72.4
Depreciation and amortization	(22.8)				—					(22.8)
Income from operations	43.7				5.9		(b)			49.6

Income before income taxes	31.7				12.7		(c)			44.4
Provision for income taxes and indicated rate	(9.1)		28.7	%	(3.1)			24.4	%	(12.2)		27.5	%

Net income from continuing operations	22.6				9.6					32.2

Income from discontinued operations, net of tax	0.2				(0.2)					—
Net income	$	22.8			$	9.4				$	32.2







	EBITDA Adjustments (a)				Income from Operations Adjustments (b)					Income before Income Taxes Adjustments (c)
Restructuring and other similar charges	$	1.9			$	1.9				$	1.9



Last-in-first-out inventory adjustments	(6.3)				(6.3)					(6.3)
Stock-based compensation expense	10.3				10.3					—
Amortization of intangible assets	—				—					14.7
Other expense, net (1)	—				—					2.4












Total Adjustments	$	5.9			$	5.9				$	12.7


	Three Months Ended March 31, 2022
	Reported Results				Adjustments					Non-GAAP Results
Net sales	$	239.6			$	—				$	239.6

EBITDA	49.2				2.8		(a)			52.0
Depreciation and amortization	(5.3)				—					(5.3)
Income from operations	43.9				2.8		(b)			46.7

Income before income taxes	39.4				1.6		(c)			41.0
Provision for income taxes and indicated rate	(10.0)		25.4	%	(0.4)			25.0	%	(10.4)		25.4	%

Net income from continuing operations	29.4				1.2					30.6

Income from discontinued operations, net of tax	0.8				(0.8)					—
Net income	$	30.2			$	0.4				$	30.6







	EBITDA Adjustments (a)				Income from Operations Adjustments (b)					Income before Income Taxes Adjustments (c)
Restructuring and other similar charges	$	1.1			$	1.1				$	1.1
Acquisition-related fair value adjustment	0.3				0.3					0.3
Other, net (1)	0.3				0.3					0.3
Last-in-first-out inventory adjustments	(2.8)				(2.8)					(2.8)
Stock-based compensation expense	3.9				3.9					—
Amortization of intangible assets	—				—					3.0
Other income, net (2)	—				—					(0.3)











Total Adjustments	$	2.8			$	2.8				$	1.6

(in Millions, except share and per share amounts) (Unaudited)


	Three Months Ended
Adjusted EBITDA	March 31, 2023		March 31, 2022
Net income	$	22.8	$	30.2
Income from discontinued operations, net of tax	(0.2)		(0.8)
Provision for income taxes	9.1		10.0

Other expense (income), net (1)	2.4		(0.3)

Interest expense, net	9.6		4.8
Income from operations	$	43.7	$	43.9

Adjustments
Depreciation and amortization	$	22.8	$	5.3
Restructuring and other similar charges	1.9		1.1
Acquisition-related fair value adjustment	—		0.3
Stock-based compensation expense	10.3		3.9

Last-in first-out inventory adjustments	(6.3)		(2.8)
Other, net (2)	—		0.3
Subtotal of adjustments	28.7		8.1
Adjusted EBITDA	$	72.4	$	52.0


	Three Months Ended
Adjusted Net Income and Earnings Per Share	March 31, 2023		March 31, 2022
Net income	$	22.8	$	30.2


Income from discontinued operations, net of tax	(0.2)		(0.8)


Amortization of intangible assets	14.7		3.0
Restructuring and other similar charges	1.9		1.1

Acquisition-related fair value adjustment	—		0.3

Last-in first-out inventory adjustment	(6.3)		(2.8)

Other expense (income), net (1)	2.4		(0.3)
Other, net (2)	—		0.3
Tax effect on above items	(3.1)		(0.4)
Adjusted net income	$	32.2	$	30.6

GAAP diluted net income per share from continuing operations	$	0.13	$	0.23
Adjusted earnings per share - diluted	$	0.18	$	0.24

Weighted-average number of shares outstanding (in thousands)
GAAP basic weighted-average shares	176,416		126,281
Effect of dilutive equity securities	1,969		2,160
Adjusted diluted weighted-average shares	178,385		128,441


	Earnings Guidance
Earnings Outlook Reconciliation (1)	Three Months Ending June 30, 2023	Year Ending December 31, 2023
Net income	$23 million to $27 million	$94 million to $114 million
Provision for income taxes	10	42
Interest expense, net	10	44
Depreciation and amortization	23	90
Restructuring and other similar charges	2	8
Stock-based compensation expense	11	47
Adjusted EBITDA	$81 million to $85 million (21.0% to 21.5% of net sales)	$325 million to $345 million

(1)Our outlook is based upon the extent of information available as of the date of this filing regarding events and conditions that will impact our future operating results for our fiscal year 2023. Our actual results may be materially impacted by events for which information is not available, such as asset impairments, purchase accounting effects related to future acquisitions, future restructuring actions, last-in first-out inventory adjustments, gains (losses) recognized on the disposal of tangible and intangible assets, gains (losses) on extinguishment of debt, actuarial gains (losses) on our defined benefit plans, and other gains (losses) related to events or conditions not yet known. Consequently, we have not included incremental gains or (losses) for these items in our forward-looking guidance since that information is not reasonably available.


	(Unaudited)
	March 31, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	74.8	$	124.8
Receivables, net	223.0		219.7
Inventories	349.1		366.7
Income taxes receivable	10.2		18.3
Other current assets	24.7		28.0
Total current assets	681.8		757.5
Property, plant and equipment, net	201.5		183.8
Intangible assets, net	995.0		1,009.7
Goodwill	790.7		777.0
Insurance for asbestos claims	72.1		72.1
Other assets	68.9		63.9
Total assets	$	2,810.0	$	2,864.0
Liabilities and stockholders' equity
Current liabilities:
Current maturities of debt	$	6.3	$	5.7
Trade payables	84.0		116.9
Compensation and benefits	9.4		19.2
Current portion of pension and postretirement benefit obligations	1.6		1.6
Other current liabilities	128.3		145.9
Total current liabilities	229.6		289.3

Long-term debt	550.3		530.2
Pension and postretirement benefit obligations	51.4		50.5
Deferred income taxes	216.9		221.4
Operating lease liability	38.4		34.2
Reserve for asbestos claims	79.0		79.0
Other liabilities	44.9		44.4
Total liabilities	1,210.5		1,249.0

Stockholders' equity:
Common stock, $0.01 par value; 200,000,000 shares authorized; shares issued and outstanding: 175,132,260 at March 31, 2023 and 176,876,406 at December 31, 2022	1.8		1.8

Additional paid-in capital	2,851.9		2,853.1
Retained deficit	(1,179.1)		(1,164.9)
Accumulated other comprehensive loss	(75.1)		(75.0)



Total stockholders' equity	1,599.5		1,615.0
Total liabilities and stockholders' equity	$	2,810.0	$	2,864.0

(Unaudited)


	Three Months Ended
	March 31, 2023		March 31, 2022
Operating activities
Net income	$	22.8	$	30.2
Adjustments to reconcile net income to cash provided by (used for) operating activities:
Depreciation	8.1		2.3
Amortization of intangible assets	14.7		3.0




Deferred income taxes	0.9		4.6
Other non-cash expenses	0.3		0.5


Stock-based compensation expense	10.3		3.9
Changes in operating assets and liabilities:
Receivables	(3.2)		(27.7)
Inventories	(4.2)		(39.6)
Other assets	12.4		(1.1)
Accounts payable	(33.0)		8.4
Accruals and other	(24.1)		(38.4)
Cash provided by (used for) operating activities	5.0		(53.9)

Investing activities
Expenditures for property, plant and equipment	(5.2)		(0.8)

Proceeds from dispositions of long-lived assets	—		1.3


Proceeds associated with divestiture of discontinued operations	—		35.0
Cash (used for) provided by investing activities	(5.2)		35.5

Financing activities
Proceeds from borrowings of debt	13.0		10.0
Repayments of debt	(14.6)		(11.4)

Proceeds from exercise of stock options	0.6		0.5
Taxes withheld and paid on employees' share-based payment awards	—		(0.5)
Repurchase of common stock	(37.0)		—
Payment of common stock dividends	(12.3)		(3.8)

Cash used for financing activities	(50.3)		(5.2)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	0.5		0.2
Decrease in cash, cash equivalents and restricted cash	(50.0)		(23.4)
Cash, cash equivalents and restricted cash at beginning of period	124.8		96.6
Cash, cash equivalents and restricted cash at end of period	$	74.8	$	73.2


			Press Release

April 25, 2023			Contact Information:

For Immediate Release			Dave Pauli
			Vice President - Investor Relations
			414.223.7770