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spk01: Good morning and welcome to the ZernLK Water Solutions Corporation Second Quarter 2022 Earnings Results Conference Call with Todd Adams, Chairman and Chief Executive Officer, Mark Peterson, Senior Vice President and Chief Financial Officer, and Dave Pauley, Vice President of Investor Relations for ZernLK Water Solutions. This call is being recorded and will be available for one week. The phone numbers for the replay can be found in the earnings release the company filed in the 9K with the SEC yesterday, July 26. At this time, for opening remarks and introduction, I will turn the call over to Dave Pauley.
spk08: Good morning, everyone, and thanks for joining the call today. Before we begin, I would like to remind everyone that this call contains certain forward-looking statements that are subject to the Safe Harbor language contained in the press release that we issued yesterday afternoon, as well as in our filings with the SEC. In addition, some comparisons will refer to non-GAAP measures. Our earnings release and SEC filings contain additional information about these non-GAAP measures, why we use them, and why we believe they are helpful to investors, and contain reconciliations to the corresponding GAAP information. Consistent with prior quarters, we will speak to certain non-GAAP metrics as we feel they provide a better understanding of our operating results. These measures are not a substitute for GAAP, and we encourage you to review the GAAP information in our earnings release and in our SEC filings. One final reminder, we closed the LK transaction on July 1st, so our second quarter results that we will be walking through today do not include the impact from LK. We will start reporting a combined ZERN LK with our third quarter results. With that, I'll turn the call over to Todd Adams, Chairman and CEO of Zurn LK Water Solutions.
spk09: Well, thanks, Dave. And for everyone out there, just recognize Dave's a brand new dad. Three weeks ago, he and his wife, Laura, had a new son, Nolan. So when you call in, be sure to congratulate him. He's burning both ends of the candle here. So thanks, Dave, for everything, and congratulations. So, well, good morning, everyone. And hopefully everyone had a chance to read through the earnings release last night. and we do certainly appreciate everyone taking the time to join the call this morning. As Dave said, the merger was completed on 7-1, and we've been working really, really closely together the last few months in preparation of bringing these two businesses together. The strategic logic around the transaction continues to be exceptional. Complementary North American water quality, safety, flow control, conservation, and hydration products and solutions serving the same end markets and the same customers with both significant operational and commercial synergies. I'm really pleased where we are with respect to the integration, probably three to six months ahead of where I thought we'd be at this point, because we've got a lot of important things already behind us in the few short weeks since we've closed. We've aligned the sales and marketing organizations into a single team just last week, and we've already made or decided upon essentially all of the third-party rep changes that we want as a single business. In doing so, we've established a single go-to-market, and we'll be leveraging our proven demand creation capability, which is super important. And doing it right away will help us build the kind of momentum we want heading into fiscal year 23, as opposed to dealing with that much change to start our full fiscal year as a combined business that maybe we contemplated originally. We're also working through the change curve with the legacy LK team while teaching and fostering a common language we're going to use to run our business, the Zearn LK business system. In many, many ways, this transaction reminds me of when the old Rexnord combined with the Zearn business. We found a business with tremendous people, a great culture, fantastic products that could be better and go faster than even the Zearn team at that time thought. The really important difference is we've got 15 more years of experience leveraging the business system to develop and deploy a strategy, significantly more talent across the board to execute, and an even clearer vision of what we can turn the combined business into, because the only thing we're focused on is being the very best pure play water solutions business in the market, and one that's a monster in both the marketplace and produces superior financial results. In terms of the second quarter, which, as Dave said, will be the last standalone quarter for the legacy Zurn business in short, was really good. Sales growth of 17% with 15% core growth and segment margins of 25.1%. Pre-cash flow was $41 million and leverage dipped to $1.9. And when you look ahead to the end of 2022 and to start fiscal year 2023, leverage will be just above one times. We also announced an increase to the dividend last week to $0.07 a quarter, consistent with what we communicated back in February with the announcement of the LK transaction. Before I turn it over to Mark, I want to touch on everyone's favorite topic of conversation in the last 24 months, supply chain. Thinking as a whole, we've managed the unprecedented environment extraordinarily well, really for some time, dating back to the onset of tariffs, through the pandemic disruption, and then the follow-on freight and logistics challenges that we've all dealt with. And doing all of that while growing at a double-digit top-line rate. Consistent with what we said the last three quarters, we're continuing to see our supply chain normalizing back to 2019 levels. Just for some context, from the time we order things to the time we receive, convert, and ship them, it used to take about 70 to 80 days. Obviously, just a proxy for the total, but think of it as our end-to-end supply chain loop. Then you have to back that into best-in-class availability and lead times with share gain-driven double-digit growth and some seasonality. Our supply chain ballooned to about 160 to 170 days over the last 12 to 18 months, but through a bunch of effort and strategic changes to our supply chain sourcing and SIOP processes, along with some 80-20 work we've been doing. What we're seeing today is that that's back in the 80-90 day range, with further improvements through the fourth quarter and into fiscal year 23. The punchline is that you should expect to see a sizeable inventory reduction for us over the second half of the year, and also what looks like a more favorable commodity and freight cost environment as we start fiscal year 23. With that, Mark's going to take you through some financial details, and I'll come back and cover a few details on the integration.
spk07: Thanks, Todd. Let's turn to slide number four. On a year-over-year basis, our second quarter sales increased 17% to $284 million. The November 21 wage range acquisition accounted for 2% of the year-over-year growth, and the core business drove 15% on growth, with generally balanced core sales growth across our water safety and control, hygienic and environmental, and flow control product categories. With respect to profitability, our adjusted EBITDA, excluding corporate costs, totaled $71 million in the quarter, and our adjusted EBITDA margin was just over the high end of our expectations for the quarter at 25.1%, and improved 60 basis points sequentially from our first quarter of 2022. On a year-over-year basis, the benefits of the sales growth, inclusive of price realization, and our productivity actions was partially offset by the increase in material and transportation costs, as well as our investments in our growth and supply chain initiatives. With respect to our corporate costs, They totaled $7 million in the quarter, as we had expected, and they should remain at that approximate level for a quarter for the balance of the year. Please turn to slide number five, and I'll touch on some of the balance sheet and leverage highlights. With respect to our net debt leverage, we ended the quarter in line with our expectations at 1.9 times, pro forma for the adjusted annual corporate expense run rate I just discussed. With the inclusion of LK, Our leverage will continue to decline, and by the end of the third quarter, we'll be at a level that will trigger a 25 basis point reduction in our base term loan rate. As we look to the end of the year, we continue to anticipate ending the year in the low one times range. With that, I'll turn the call now to Todd to cover some highlights on the Zern-LK combination.
spk09: Thanks, Mark. I think I'm on slide six. So on this page, this is what constitutes the new Zern-LK in terms of the sectors of the water solutions market we serve. In drinking water, The legacy LK brand is the gold standard for providing clean drinking water in public and private spaces. In terms of relative market share and specification rates, nobody comes close. The fundamental growth drivers in drinking water are really twofold, access to clean filtered drinking water coupled with the sustainability aspect of eliminating plastic bottles into landfills, where we see billions of water bottles annually. The second growth driver is the retrofit replace market of the traditional drinking fountain. With over 8 million of these installed and only about 1.4 million bottle fillers installed, we see significant runway as we drive conversion in key institutional end markets while building an even larger installed base. We also see path to add on and build the filtration aspect of the product and category, leveraging our connected capabilities for seamless monitoring and also signaling the replacement event. In water and safety control, where we've seen significant share gains in the last several years, we provide backflow prevention, pressure relief valves, irrigation valves, as well as all the valves required in a quenched fire protection system. Superior flow curves, ease of installation, and by far the lowest total cost of ownership puts us in the driver's seat from an industry perspective trend. As labor savings and availability become huge factors in decisions that customers make. The amount of patented third-party approved innovation in this category is critical, and we believe that we have the number one single brand in the backflow market. The hygienic and environmental sector is essentially everything required to create a safe hygienic space inside of a commercial restroom, along with the connected capabilities to improve maintenance effectiveness, eliminate outages, and damage to buildings done in flood or leak events. Touchless sensor products, sinks for restrooms, labs, healthcare facilities, and food processing, along with partitions and hand dryers. In this category, we're leveraging our unparalleled solution set under the BrightShield umbrella to provide real value to high traffic, institutional, and commercial customers who are migrating their environments to meet the Well 2.0 standard. And finally, in flow systems, this is where we have the most comprehensive product portfolio in the industry, essentially providing a solution everywhere water needs to be controlled and moved efficiently and effectively throughout a building. Whether that's a roof, floor, runway, highway, or even internal to the building, the discerned spec rate is exceptional, and we've compounded that with also owning the Wade brand of drainage products. At a high level, 55% of the business is new construction, and 45% is a combination of retrofit replace along with repair parts that happen as part of a regular MRO event. And this is true across essentially every core category, with the exception of flow system, which is primarily new construction. From an end market perspective, we're over 70% institutional and commercial. Within that 70%, our largest single exposures are within the top end markets of healthcare and education. Two end markets that continue to perform nicely and where we continue to expect growth. LK only increases our exposure to these two end markets. The Dodge Momentum Index is an indicator of the strength of our end markets. As of June, the momentum index was at a 14-year high, indicating that there are a lot of economic pressures and uncertainties right now, but the non-residential construction market continues to main strong. Our residential exposure is primarily on the LK side, and this is a category that we're still digging into and evaluating, and it's my sense that as we work through the integration, you'll see us leverage our 80-20 methodology to do a little pairing or trimming in areas where we don't see the opportunity to create a competitive advantage. We're delighted to have roughly 98% of our revenues in North America, a large mobile population, highly specified with code variations across every city, town, and municipality, and over 95% of our revenues come from either a number one or number two market share position. What I hope you take away from this is we built a significant, sustainable, competitive advantage in a CERB market that's over $9 billion today. And we see opportunities for growth within both our CERB market as well as room to continue to grow our served market as we enter into new categories. If you could move ahead just one page to slide seven. Given the highly complementary nature of the combination, products all sold to the same customer, same end markets, with the same go-to-market approach, we thought there could be a significant opportunity over time to leverage the Zurn LK business system to drive a broad amount of synergies. initially targeted at $50 million across SG&A, manufacturing and supply chain, and finally 80-20. As we've developed our integration plans and phasing, we've placed a high priority on aligning the sales and marketing organizations so that we can quickly present ourselves as one place to the marketplace and to our customers. We'll also look to combine our functional areas where it makes sense, leveraging one corporate structure and team, and then to begin to work on our purchasing, logistics, distribution, and supply chain workstreams to capture the synergies of nearly a $1.7 billion business today with growth into the future. I talked earlier about 80-20, but the opportunity here is significant. The discipline of segmenting products and customers, simplifying the business is something that is new to the legacy LK business. As we found in Zurn, this takes a little time, but once completed and executed, the benefits will be dramatic. and will allow us to focus on the critical few things and eliminate all the waste and the complexity that can build up over decades. I think the way to think about the synergy of the combination at this point is that we're highly confident in the 50 million we've outlined, and we've got a growing funnel of opportunities that will identify, develop, communicate, and execute over time. If you can move to page eight. Having a well-established approach to how we run our business has been a true game changer for us. For us, it's a common language and approach to the key pillars of people, plan, process, and performance that engages, prioritizes, and aligns everyone around the most important things with clearly defined resources and accountability at the point of impact. Our strategy deployment process deploys our long-term strategy into action plans, KPIs, and work that happens every day with complete transparency, and we reinforce that by paying for performance. As we become a pure play water business, and now an even larger pure play water business, we recognized and embraced our role in water stewardship, sustainability, and helping the environment. We believe in it strongly enough to actually include it, purpose, as one of the core principles of ZBS. ESG isn't something we just talk about or report on once a year. It's integrated into the way we think about and develop our long-term strategies, how we engage our associates in understanding what we do matters. We save water. provide clean drinking water, and we realize that we have an obligation to play a role in tackling some of the world's most pressing water challenges. What's also important is that purpose really matters to our people. It aligns everyone around the same goals. Everyone in Zurn LK is on an annual incentive plan. Everyone at Zurn LK has equity in the company. Everyone gets 20 hours of paid volunteerism. It helps us attract, retain, develop, and promote a highly engaged workforce And that's really what makes the difference. Our associates have access to our wave social impact fund where we cultivate, fund, and deploy solutions that advance our efforts around the environment and while also having a meaningful positive impact in the areas we live and work. The last one for me is on page nine. We strongly believe that part of creating a high-performing business and culture is clarity. This page takes what we're trying to accomplish really down just to one page. First is focus. Pure play water in categories where we can build a sustainable competitive advantage, and we work every day to build a bigger and bigger moat around our business. Next is the how and what. Leveraging ZEBS to drive growth, margins, and cash flow, both within our core business as well as with smart acquisitions. And finally, driving measured performance for our customers, shareholders, associates, and the environment. With that, I'll turn it over to Mark for the outlook.
spk07: Thanks, Todd. Please turn to slide 10, and I'll cover some of the highlights of our outlook for the third quarter. For the third quarter of 2022, we are projecting ZERN sales to increase year-over-year by a high teens percentage, and we anticipate LK-related sales to be between $145 and $155 million. With respect to margins, we expect our ZERN LK adjusted EBITDA margin, excluding corporate costs, be between 21% and 22% in the quarter, which results in a 100 to 200 basis point expansion year to year when you perform in the third quarter of 2021 for LK. We anticipate corporate costs in terms of adjusted EBITDA to be approximately $7 million in the quarter. Before we open the call for questions, a few comments on our interest expense, stock comp expense, depreciation and amortization, tax rate, and dilute shares outstanding for the September quarter that will include the preliminary estimated impact of purchase accounting, as well as the new shares issued with the merger. Please note that depreciation and amortization will most likely change as we finalize the purchase accounting over the coming quarters, but as of now, these are our best estimates. We do not expect a material deviation. We anticipate interest expense to be approximately $8 million. Our non-cash stock comp expense should be about $8 million. Depreciation and amortization will come in around $22 million, which consists of approximately $8 million of depreciation and approximately $14 million of amortization. Our tax rate on adjusted pre-tax earnings will be between 27% and 28%, and diluted shares outstanding will be approximately $179.5 to $180.5 million in the quarter. So before we turn it over to questions, I'll just make a few final comments.
spk09: Number one, I'm sure there are a lot of questions with respect to what's LK, what's ZERN. I'll tell you, the businesses are coming together incredibly fast. So I think we're going to stick with our convention of guiding one quarter forward with one segment. But I'll try to give you a little color in terms of how to think about both the third quarter and the full year. With respect to the third quarter, specifically around the LK numbers, number one, I think we're trying to be a bit conservative. This is a new acquisition. It's significant. There is a lot of change in moving parts, as I talked about in my earlier comments, with respect to both the sales organization as well as all of our third-party reps. Some color there really would be we had roughly 40 reps between the two of us. We've migrated that down to about 30. Half of those, there was really no change where we actually shared third-party representation. Of the remaining half, three-quarters of that were LK reps that are now becoming Zern LK reps, and the remaining quarter a combination of LK reps that are taking on the Zern line and some changes. So a lot of moving parts. The other thing to contemplate and consider is we're also getting after 80-20 right away. This number obviously assumes some level of walk-away revenue in it, And so I think it's probably a little bit inaccurate to think about this as the true underlying run rate. But nonetheless, we think if we can make the changes we've made around the sales and marketing organization, get that moving at a nice clip, make the rep changes as well as get some of the 80-20 done, we think the third quarter is in a great spot and puts us on the right trajectory heading into 23. With respect to the full year for LK, which we'll never report, we'll report in the second half, But fundamentally, the way to think about the first half of the year was that it was a little bit behind maybe what we would have hoped for. I think there's a handful of reasons. Number one, I think the legacy LK business was probably just a little bit behind implementing and holding the pricing that was necessary in the market given the inflationary environment. Number two, I think the team both internally along with all the third-party reps that were going through a bit of uncertainty, were just a touch distracted. And finally, as we dig into it, post-pandemic and throughout 21, they saw a combination of demand spikes and some capacity constraints. Lead times extended. The backlog grew. When the backlog grows, people place more orders. The team did everything they could to bring that backlog up. down and in line to where it has been historically and sits today. As a function of that, the order rates really towards the end of 21 and the first half of 22 are just a touch behind. All that being said, the LK business is growing. When you adjust the backlog reduction last year relative to the second half, we are seeing the double-digit growth that we thought. And from an EBITDA perspective, you know, the run rate in the second half looks to be in the range of 85 to 90. And I'll also remind everyone that, you know, as we think about the synergies in 23 and 24, you know, we've got a growing funnel of opportunity there. And so, you know, before we turn it over to your questions, I wanted to provide, you know, that kind of color. And with that, we will take your questions.
spk01: Thank you. If you'd like to ask a question, press star 1 on your telephone keypad. To withdraw your question, press star 1 again. Your first question comes from Brian Blair from Oppenheimer. Please go ahead.
spk06: Thank you. Good morning, guys.
spk07: Morning, Brian. Morning, Brian.
spk06: So I'm going to start with your core growth and dig in a little bit there. It came in ahead of our expectations in the second quarter. Obviously, strong momentum there. into Q3. Are there any end markets or product lines that are really outperforming the rest of the portfolio or exposures now? And how should we think about volume versus price in your high teens guide for Q3?
spk09: Yeah, I'll let Mark touch on the numbers, but fundamentally it's very consistent across really all the sectors that we serve. I wouldn't call one an outlier. I mean, we talked about really, really strong water rates in hygienic and environmental. Last quarter, you know, that continues. The flow systems is very good, as is water safety and control. So I wouldn't say anything is an outlier relative to the, you know, the 15% core sort of growth and marketing coverage.
spk07: Yeah, Brian, on the price element of it, I think, you know, we've been consistent in saying we're going to be delivering a high single-digit price. expected, I think, you know, some of the incremental growth. We've just been, we've done some things strategically. It looks like some of our initiatives, I think we're just, I feel like we're doing a little bit better on some of the share capture than, you know, what we were anticipating in the first half of the year. And I'd say in the back half, the market probably gets a touch better in the back half as well. So the combination of those was driving on some better projected top line growth in the third quarter from what we may have talked about in the first
spk06: Okay, appreciate the detail there. And, Todd, you mentioned that LK Growth has been a little behind what the team had hoped coming into the close of the deal. Can you parse out growth on the drinking water side versus sinks and faucets?
spk09: Well, I think the way to think about it is, you know, the elements of maybe some of the not the same level of growth is really split between both. You know, I think the price and holding the price in an inflationary environment, that really applied to both categories. The distraction risk really with both, you know, the internal team as well as some of the third-party reps, that applies to both. And then obviously the lead time is probably a little bit more weighted towards the drinking water side of things. So I wouldn't call it a meaningful difference. Brian, but, you know, I would say the lead time and then the slight air pocket from an orders perspective was really more on the drinking water side.
spk06: Okay, understood. And I understand that 2023, you know, guidances is not out there yet, but 2023 recession fears have gripped the market for most of this year. Given current visibility, Zurn LK's end market profile, product mix, are you seeing anything, you know, specific to your business right now that concerns you about a meaningful pullback going into next year?
spk09: No. Obviously, we're not guiding for 23, and we're really not even guiding for the fourth quarter at this point. So we've got some road to travel before we get there. But I do think, number one, I think our proven demand creation opportunities in all sorts of markets are you know, I think gives us a ton of confidence. And I don't know what the number of quarters is at this point, Dave, like 47 or 48. In the last 48 quarters, Zurn has had one quarter where we were down year over year. So I think that gives us some confidence that we're going to continue to grow. We think adding LK into our demand creation, you know, process and system, creates a ton of upside and leverage heading into 23. And I would just say, you know, you can find your way to a double digit growth rate without much market growth. We've got some carryover price. We've got some share gain initiatives. And if the market and the forward look is, you know, just a touch positive, I think we've got, you know, the opportunity to do another double digit year. And then we've got several sales synergies to really work through as we head into 23. And so We're obviously cautious in watching it and monitoring it, but in my opening comments, we talked about the forward look, and I think people are still very busy. I think there's a lot of work that's going to get done in the 23, and so still early, but I think that's the way we're thinking about it.
spk03: All helpful, Keller. Thanks again, Gus.
spk05: Your next question comes from Nathan Jones from Stiefel. Please go ahead.
spk02: Good morning, everyone. Good morning. Good morning. I'm going to start off with some questions on Elkay. Can I just get a clarification there? Todd, did you say the EBITDA run rate in the second half looks to be in the 80 to 90 range? No, I said 85 to 90. 85 to 90. Okay. Okay, so you talked about LK here when the deal was announced was $710,000, and so we're a little bit behind that. Do you feel like these are air pockets where you're going to catch up back towards that run rate? Is $85 to $90 on $600 million of revenue or something like that the right base for us to look at from 2022 to forecast LK going into 2023?
spk09: Yeah, I think that's entirely reasonable, Nathan. I'll just say, when we announced the deal, we probably sort of rounded the number to 700. Some people took the 700 and moved it to 750. By the time we actually aligned around a forecast that was probably still early in the year, we were at 665. But I think if you were to use that kind of range, I think you're I think you're in a decent jumping off point to think about 23. And the only unknown at this point would be, you know, what do we see as synergy upside from the 50 that we've sort of penciled in today? And we'll think through what that might look like over the next several months, but that's probably a good place to start.
spk02: Probably a bit unfair to ask about synergies above the 50, but I did want to ask about just philosophically your thoughts on revenue synergies here. It would seem that having more products to market to the same customers as one zone LK would give you an advantage and that there should be revenue synergies for the business here. Can you just talk about what kinds of synergy opportunities on the revenue side you think there will be, how long those things kind of take to kick in?
spk09: Well, we haven't baked any in, and I would encourage you maybe not to bake them in yet. But I do think the overall pull-through bundle opportunity, there's only upside. When you think about the prior way you know, we went to market and they went to market, you could have a scenario where, you know, a third-party rep in a relationship with an end user or a contractor or an engineer would have had LK and then another brand and another brand. And now we have the opportunity to, you know, pull through really all the other product categories depending, you know, where we have, you know, stronger relationships. So we think the alignment gives us a real leg up with building owners, engineers, architects, mechanical contractors, as well as with the third-party reps that we leverage, and wholesalers. So I think that those are going to be pretty evident, and they will happen. And, you know, I think we'll have a view on how to dimensionalize that a little bit. But suffice it to say, there's only upside from a revenue synergy standpoint. as we head into 23 and 24.
spk02: Just one more on inventory and cash flow. Mark, any color on kind of where you think inventory or how much inventory is likely to come down and what that contribution to cash flow is going to be in the second half of the year?
spk07: Yeah, I think when you look at the back half of the year, as we've talked about, we put a constant But now we're in a great spot. And in the back end, we're looking at, you know, I call ballpark, you know, $40 million plus or minus type inventory reduction within our core business, you know, to drive the cash flow that we expected for the balance of the year.
spk03: Great. Thanks for taking my questions. Thanks, David.
spk05: Your next question comes from Jeff Heyman from KeyBank. Please go ahead.
spk10: Hey, good morning, guys. Morning, Jeff. Morning, Jeff. So just back finally on kind of the reset on LK from the 665 to the 600 kind of annual run rate. I mean, should we think about that as largely this water fountain air pocket? Because I'm just trying to get a better sense of how much is that issue versus real demand weakness versus 80-20, some of the distractions.
spk09: Well, I mean, Jeff, maybe the way to think about it is the following. You know, if you think about 665 to call it 600, you know, a good portion of that variance is really first half related. The difference would be really some of the 80-20 actions that we've got dialed in in the second half that would not have been in the 665. And so you asked about, you know, the... fundamental growth. If we adjust the second half last year for some of the backlog reduction, particularly in drinking water, we're seeing clear double-digit growth in drinking water in the second half. If you look at the core Zurn business, which are similar products, same customers, same end markets, we're growing in high teams. So from our standpoint, this is really a dynamic that happens because We were a little bit behind on price in the first half. There's a whole bunch of moving parts with respect to the sales and rep organization. We've got this backlog drawdown in the second half of last year, and lead times are back to where they need to be. And so from my standpoint, yes, we would have liked it to run rate a little bit higher, but the second half is sort of, I would say, very consistent with what we would have expected and will look a lot more Zurn-like in terms of its growth performance going forward after we adjust for this sort of correction that happened, you know, really before we owned the business.
spk10: Okay. And then just, you talked about kind of them being behind on price, kind of what, what's their process around pricing and, you know, have they announced, you know, kind of additional pricing or have you guys announced additional pricing actions here to kind of catch some of that up?
spk09: Yeah. I mean, you know, it's a, The dynamic of extending lead times and a big backlog doesn't put you in the greatest position to implement significant price. I think that LK was a little bit more conservative, making sure that they were reducing backlog, pulling lead times in, and maybe a little less focused on capturing all the price that they probably deserved. And so as that backlog has come down and lead times are back to best-in-class levels, we feel the timing is right for price, and we've got that in, and that's in the second half. And then from a process standpoint, we've got price and price management aligned around really one team in that sales and marketing organization that we've snapped together. So I don't think we'll have any disparities or differences in the way we go to market and how we price things really effective, you know, today. So I think that's sort of a behind us sort of issue.
spk10: Okay, great. And then just last one, you know, a lot of good color on kind of supply chain. I'm just wondering kind of if you see any temporary risk around kind of China restart and, you know, kind of the supply chain getting mucked up at all around that. And just, you know, on the core, how do you think about the margin trajectory? in the second half versus kind of how you were thinking about it 90 days ago?
spk09: Well, I think from a supply chain standpoint, there's always the potential for things to happen. But from what's in our control, I think my comments would support our belief that we're in a really, really good shape. I mean, if I look at what we've got sort of in flight or in process for the fourth quarter, I don't think we've ever had more visibility to how we deliver the second half with the supply chain we have. So that feels really good. I think in terms of the margin progression, I think it's very much on track with what we talked about 90 days ago. Obviously, as we merge these businesses together and blend everything from corporate functions to sales and marketing to reps and rebates and everything else, you know, we're already seeing a 100 to 200 basis point pro forma expansion in the third quarter. And I would say that that really wouldn't have much of any synergy in it. And so as we think about the second half, you know, beginning with the third quarter into the fourth quarter and then the trajectory into 23, I think we're very much, I think we're confident that, you know, price is holding. There's a likelihood that commodities and freight costs are lower into next year. So, you know, I think from a margin perspective, it's shaping up, you know, I would say, on track to maybe a little bit better than maybe what we would have thought 90 days ago. Yeah. Okay.
spk07: Thanks, guys. Thanks. Your next question comes from Mike from Baird.
spk03: Please go ahead.
spk12: Hey, morning everyone. First on the balance sheet side, just obviously LK now closed. You guys got a lot of heavy lifting there. Any restrictions from your perspective on going out and seeing what that pipeline can bring in and maybe some thoughts on how that pipeline looks right now?
spk09: Mike, we do have a terrific balance sheet and we continually cultivate things that fit into the you know, pure plain water solutions sort of mold. There aren't any restrictions on really what we can or can't do. I think our view has always been, you know, invest the time, stay away from, you know, auction processes and cultivate really good ideas that we can, you know, leverage. And so none of that's changed. I think the pipeline is, I would say, very active. But I also think we have the opportunity to be patient So, you know, our priorities are, you know, deliver a terrific second half, generate a ton of cash flow, position ourselves to capture the synergy savings into 23 and beyond, and hopefully that's a little bit more. And also, we do have the management capacity to do more. So I think from our standpoint, nothing has changed, and I would say, if anything, the richness of the conversations, you know, really over the past year plus, is far better than it had been.
spk03: So we're still in the game.
spk12: Makes sense. And then on the Synergy side there, obviously in your prepared remarks you talked about where the focus has been, sales and marketing, rep network, things like that. When you think about the core synergies, the sourcing, and the other three pieces you kind of laid out in that $50 million, have you started work on that, or is that something that's still on the come? And how are you managing kind of that cumulative process from a cadencing perspective?
spk09: Yeah, we've absolutely started it. You know, we've mapped what we're planning to do, how we're going to do it, when we're going to do it. And, you know, some of those work streams are already in flight. So it's not a we're going to pick it up on 1-1-23. I would say I'm optimistic that now that we've got a lot of the sales and marketing and corporate stuff behind us, there's an opportunity to perhaps accelerate some of that in the back and get more done in the back half than maybe we would have contemplated. So it's not like we're three to six months ahead and we're going to take a break. There's a reasonable chance that we continue to pull stuff
spk03: Thanks for that. Appreciate it. Thanks, Mike. Thanks, Mike.
spk01: Your next question comes from Joe Ritchie from Goldman Sachs. Please go ahead.
spk04: Thanks. This is Vivek Srivastava on for Joe Ritchie. My first question is on the education vertical. It's a pretty big end market for you guys. Can you provide an update on the conversations you are having within this vertical with your customers? And especially for the LK business, are you seeing some faster sales conversion, especially given, like, there is conversion going on from fountains to bottle-filling stations, and schools have a pretty significant stimulus funding right now?
spk07: Well, I think on the, you know, in education verticals, you know, it's a big vertical for us. And I think the combination of this business, these businesses, that was one of the pluses for us. When you think about, you know, the bottle-filling stations combined with what we built on Bright Shield, are only getting stronger. That's one of the reasons why we've, as Todd mentioned earlier, we've really pushed hard to get the commercial front end integrated as soon as possible to get alignment. Because one of our key growth initiatives and have a team built collectively across the organization is around Vigiation Vertical to drive that opportunity. So I think for us, we feel really good about it. We're bullish on it. We haven't changed our stance. And I think over time, when we think about the sales synergies of the organization, that's a huge piece of the puzzle for us. And having that team aligned early, having the reps aligned early, getting people marching toward that strategic initiative sooner rather than later only benefits us as we go into 23 and 24. Thanks.
spk04: That's helpful. And just one more on free cash flow. On the LK's free cash flow side, as you have had more time to spend with the LK team, can you share some of the opportunities which are there within the LK's business in terms of free cash flow improvement and any color you can provide on the timeline of driving those improvements?
spk07: Yeah, a couple things from a cash flow standpoint. I think over time we will manage the working capital a bit tighter than how the business more later part of this year, in 2023. It takes a little bit of time, but definitely an opportunity. The other piece of the puzzle is CapEx. They are more vertically integrated than us, so obviously their CapEx is going to be a bit higher. But as we think through some of the things we're going to do around 2020, some of the simplification, and just a bit of a different mindset around capital, we think there's an opportunity to reduce the capital intensities Those would be the two areas, as we looked at 23 and beyond, where we see the opportunity to improve cash flow run rate in the business where it may have been for the past several years.
spk03: Great. Thank you.
spk01: Again, if you'd like to ask a question, press star 1 on the telephone keypad. And your next question comes from Brett Lindsay from Mizuho. Please go ahead.
spk11: Hey, good morning, everybody. Hey, just wanted to come back to a couple of your comments, Todd, on the more favorable freight and cost environment. Let's just assume that these supply chain issues and inflation issues begin to resolve in some of the areas you talked about. How are you thinking about those tailwinds into 23? I think you mentioned 100 to 200 basis points in the second half. Is it fair to think about a similar magnitude of you know, tailwind as we're looking into 23 here too?
spk09: Well, we're not, I wouldn't spend them yet, Brett, but yeah, I think that that's totally reasonable. I mean, if you look at, you know, if you look at the cost of a container, if you look at, you know, some of the input commodities that are, you know, significant portions of our products, they're all down considerably over the last six months. We'll see if that holds or not. But, you know, I think my view, our view would be, you know, container costs are going to, you know, sort of moderate to levels that are where they are today or perhaps a little bit lower. I think commodities, for the most part, you know, have been really volatile. They stay where they are. You know, there's a sizable upside. So I think don't spend it yet, but I think that there's a good chance that as we get through the fall here and in the next year, I think it's highly likely that we're going to see a more favorable, you know, cost environment than what we've seen certainly in the last two years.
spk11: Okay, great. Yeah, thanks. And just to follow up on that supply chain, I mean, you guys have done a lot of work. Could you just level set us on some of your regional concentration, you know, China versus Mexico, Indonesia? And, you know, with the LK closed, I mean, are you thinking that might continue to evolve or, you know, how are you running that playbook?
spk09: Yeah, I mean, the supply chain will absolutely continue to evolve. I think we're going to end up, you know, when you look at it in aggregate, China will be less than 40%. And so, you know, that was upwards of 75% five years ago. So I think the migration to regions, some of which you talked about, some of which you didn't, you know, will continue really over the second half of this year as well as into 2023. And so, You know, our view has been how do we create the lowest total cost supply chain with the most amount of flexibility. And I think the work that our teams have done, and now that, you know, we're combined with LCA, we'll continue to evolve and, you know, really, really, really pleased with where we sit today and the work we've done to navigate through what's been a wild three or four years. But it feels like it's much more stable, resilient, and de-risk relative to where we were a while ago.
spk11: Yeah, that's great. Just one clarification on the synergies. I imagine there will be cost to achieve. How are you thinking about the reporting mechanics of that? Are you going to spike those out as non-recurring and exclude them from results, or are those going to be embedded? And then if you could just size them too, that would be great.
spk07: Yeah, the cost to achieve, will primarily be spiked out. So a lot of it, as you can appreciate, when it's tied to headcount changes or cost if you're moving facilities and whatnot, the majority will be spiked out. There will be some that will just be inherent in the run rate, but I think I'd call that part immaterial. The material component of it, we will be calling out so people have visibility to the numbers without that baked into it.
spk03: Got it. All right, thanks for the comment.
spk01: And there are no further questions at this time. I will turn the call back over to the presenters for closing remarks.
spk08: Thanks, everyone, for joining us on the call today. We appreciate your interest in Zurn LK Water Solutions, and we look forward to providing our next update when we announce our September quarter results in late October. Have a good day, everyone.
spk01: This concludes today's conference call. You may now disconnect.
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