Back to GetFilings.com




QuickLinks -- Click here to rapidly navigate through this document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 1, 2005.

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 333-117473


MUELLER GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)
  37-1387813
(I.R.S. Employer identification No.)

500 West Eldorado St.
Decatur, IL 62522-1808
(Address of principal executive offices)

(217) 423-4471
(Registrant's telephone number, including area code)

        Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.) Yes o    No ý

 
  Common Stock
  Shares Outstanding As of March 25, 2005
    $0.01 Par Value   100





MUELLER GROUP, INC.
REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JANUARY 1, 2005


TABLE OF CONTENTS

 
   
  Page
PART I—FINANCIAL INFORMATION   3

Item 1. Unaudited Financial Statements

 

3

 

 

Condensed Consolidated Balance Sheets

 

3

 

 

Condensed Consolidated Statements of Operations

 

4

 

 

Condensed Consolidated Statements of Cash Flows

 

5

 

 

Notes to Condensed Consolidated Financial Statements

 

6

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations

 

23

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

32

Item 4. Controls and Procedures

 

32

PART II—OTHER INFORMATION

 

35

Item 6. Exhibits

 

35

Signatures

 

36

2


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


MUELLER GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 
  September 30,
2004

  January 1,
2005

 
 
  (unaudited)
(dollars in millions)

 
Assets              
Cash and cash equivalents   $ 55.6   $ 52.0  
Receivables, net of allowance for doubtful accounts of $5.1 and $5.2, respectively     162.0     141.3  
Inventories     260.2     288.1  
Income taxes receivable     4.1     0.4  
Deferred income taxes     9.0     9.0  
Prepaid expenses and other current assets     28.9     29.0  
   
 
 
  Total current assets     519.8     519.8  
Property, plant and equipment, net     186.8     180.6  
Goodwill, net     163.2     163.2  
Identifiable intangibles, net     55.2     54.5  
Pension intangible     0.8     0.8  
Deferred financing fees, net     33.8     32.7  
Deferred income taxes     19.3     18.6  
   
 
 
  Total assets   $ 978.9   $ 970.2  
   
 
 

Liabilities

 

 

 

 

 

 

 
Accounts payable   $ 52.7   $ 47.7  
Current portion of long-term debt     3.2     3.9  
Accrued expenses and other current liabilities     85.5     68.8  
   
 
 
  Total current liabilities     141.4     120.4  
Long-term debt, net of current portion     929.4     928.5  
Accrued pension liability     29.2     30.8  
Other long-term liabilities     7.8     5.5  
   
 
 
  Total liabilities     1,107.8     1,085.2  
   
 
 
Commitments and contingencies (Note 7)          

Shareholders' equity

 

 

 

 

 

 

 
Common stock—$0.01 par value (100 shares authorized and issued)          
Additional paid-in capital          
Accumulated deficit     (112.9 )   (103.0 )
Accumulated other comprehensive loss     (16.0 )   (12.0 )
   
 
 
Total shareholders' equity     (128.9 )   (115.0 )
   
 
 
Total liabilities and shareholders' equity   $ 978.9   $ 970.2  
   
 
 

The accompanying notes are an integral part of the financial statements.

3



MUELLER GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 
  Three months ended
 
 
  December 27, 2003
  January 1, 2005
 
 
  (restated)

   
 
 
  (unaudited)
(dollars in millions)

 
Net sales   $ 220.2   $ 256.1  
Cost of sales     161.5     180.2  
   
 
 
Gross profit     58.7     75.9  
Selling, general and administrative expense     38.7     43.5  
Stock compensation expense     0.1      
Facility rationalization, restructuring and related costs         0.1  
   
 
 
Operating income     19.9     32.3  
Interest expense and early repayment costs     (13.7 )   (16.5 )
Interest income     0.1     0.4  
   
 
 
Income before income taxes     6.3     16.2  
Income tax expense     2.5     6.3  
   
 
 
  Net income   $ 3.8   $ 9.9  
   
 
 

The accompanying notes are an integral part of the financial statements.

4



MUELLER GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 
  Three months ended
 
 
  December 27,
2003

  January 1,
2005

 
 
  (restated)

   
 
 
  (unaudited)

 
 
  (dollars in millions)

 
Cash flows from operating activities              
Net income   $ 3.8   $ 9.9  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:              
  Depreciation     11.7     11.2  
  Amortization of intangibles     4.3     0.8  
  Amortization of deferred financing fees     0.7     1.1  
  Amortization of tooling     0.5     0.6  
  Write off of deferred financing fees     0.4      
  Deferred income taxes     0.8     0.7  
  Stock compensation (non-cash amounts)     0.1      
  Unrealized gain on interest rate swaps     (3.7 )   (2.3 )
Changes in assets and liabilities, net of the effects of acquisitions:              
  Receivables     17.6     20.7  
  Inventories     (3.7 )   (27.9 )
  Income taxes receivable         3.7  
  Prepaid expenses and other current assets     0.2     (0.7 )
  Pension, net     1.5     1.6  
  Accounts payable, accrued expenses and other current liabilities     (18.8 )   (21.7 )
  Other, net     (0.1 )   (0.4 )
   
 
 
Net cash provided by (used in) operating activities     15.3     (2.7 )
   
 
 
Cash flows from investing activities              
Purchase of property, plant and equipment     (4.5 )   (4.7 )
Loss on disposal of property, plant and equipment     0.1     0.1  
   
 
 
Net cash used in investing activities     (4.4 )   (4.6 )
   
 
 
Cash flows from financing activities              
Payment of long-term debt     (50.0 )    
Payment of deferred financing fees     (0.8 )    
Financing of assets through capital leases     (0.3 )   (0.3 )
   
 
 
Net cash used in financing activities     (51.1 )   (0.3 )
   
 
 
Effect of exchange rate changes on cash     2.1     4.0  
   
 
 
Decrease in cash and cash equivalents     (38.1 )   (3.6 )
Cash and cash equivalents              
Beginning of period     71.4     55.6  
   
 
 
End of period   $ 33.3   $ 52.0  
   
 
 

The accompanying notes are an integral part of the financial statements.

5



MUELLER GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 27, 2003 AND JANUARY 1, 2005

(UNAUDITED)

1.    Basis of Presentation

        The accompanying unaudited condensed consolidated financial statements of Mueller Group, Inc. (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, the unaudited condensed consolidated financial statements and notes do not contain certain information included in the Company's annual financial statements. In the opinion of management, all normal and recurring adjustments that are considered necessary for a fair presentation have been made. Operating results for the three months ended January 1, 2005 are not necessarily indicative of the results that may be expected for the fiscal year ended September 30, 2005. The consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended September 30, 2004 as found in the Company's Annual Report on Form 10-K.

2.    Restatements

        In November 2004, our Audit Committee was notified of alleged potential accounting improprieties concerning our accounting for inventory reserves and certain questions concerning revenue recognition. The Audit Committee appointed an independent law firm to investigate the allegations. The report identified several areas requiring financial review by the Company principally concerning accounting for excess and obsolete (E&O) inventory, the capitalization of costs relating to a project that should have been expensed in prior periods, the accrual of reserves for this project without identifying support for such accruals and the timing of recognition of revenue with regard to full truckload shipments that were not immediately dispatched to customers by certain freight carriers used by the Company. The Company also identified some additional annual and interim items recorded in incorrect periods in the course of finalizing the 2004 financial statements. In addition, the Company determined that the value it assigned to stock compensation in connection with our April 2004 recapitalization should be revised. As a result of these findings, the Company has restated its annual and interim financial statements. For more specific information about prior period restatements, see Notes 2 and 21 of the Company's Audited Consolidated Financial Statements for the year ended September 30, 2004 as found in Form 10-K (File No. 333-117473).

        The interim financial statements for the periods noted below have been restated for the following items:

        The Company purchased certain inventory and tooling for a development project that was initially recorded in inventory and capitalized to the extent such cost related to tooling. As there were no alternative future uses for these items, they should have been recorded as an expense as they were incurred and no expense should have been recorded in 2004 interim periods. The interim financial statements have been restated to reflect this as a research and development expense (Selling, General & Administrative) in the proper periods.

        Revenues related to certain full-truckload customer shipments which were not immediately dispatched to customers by certain freight carriers used by the Company originally recognized should

6


have been deferred until such time as the trucks were dispatched and the products delivered to the customer. The interim financial statements have been restated to reflect the recognition of revenue in the proper periods.

        Unauthorized journal entries were recorded at a piping systems segment plant, which increased the value of inventory inappropriately. The interim financial statements have been restated to reduce the inventory value and increase cost of goods sold.

        There was an error, which arose primarily in the first quarter of 2004, in the estimated amount of intercompany profit elimination recorded during the interim periods in the year ended September 30, 2004 related to the piping systems segment.

        Previously expensed financing fees associated with an amendment to our senior credit facility in the first quarter of 2004 which were expensed should have been capitalized and amortized over the remaining term of the facility.

        As a result of the aforementioned adjustments, the interim income tax provisions were also revised.

7


        The following tables set forth the effects of the adjustments discussed above on the Statements of Operations for the three months ended December 27, 2003:

 
  Three Months Ended 12/27/03
 
(dollars in millions)

  As previously
reported

  As restated
 
Net sales   $ 218.0   $ 220.2  
Cost of sales     158.6     161.5  
   
 
 
  Gross profit     59.4     58.7  
Selling, general and administrative expense     39.0     38.7  
Stock compensation expense     0.1     0.1  
   
 
 
Operating income     20.3     19.9  
Interest expense and early repayment costs     (14.5 )   (13.7 )
Interest income     0.1     0.1  
   
 
 
Income before income taxes     5.9     6.3  
Income tax expense     2.4     2.5  
   
 
 
  Net income   $ 3.5   $ 3.8  
   
 
 
(dollars in millions)

  Three Months
Ended
12/27/03

 
Net income, as previously reported   $ 3.5  
Increased (decreased) pretax earnings:        
  Research & development costs     0.3  
  Revenue recognition adjustments     0.7  
  Inventory journal entries     (0.2 )
  Intercompany profit elimination     (1.2 )
  Deferred financing fees     0.8  
  Income tax effect of adjustments     (0.1 )
   
 
Net income, as restated   $ 3.8  
   
 

8


 
  Three Months Ended 12/27/03
 
(dollars in millions)

  As previously
reported

  As restated
 
Net sales:              
  Water infrastructure   $ 122.5   $ 124.7  
  Piping systems     95.5     95.5  
   
 
 
    Consolidated     218.0     220.2  
   
 
 

Segment EBITDA:

 

 

 

 

 

 

 
  Water infrastructure     29.6     30.6  
  Piping systems     9.2     7.8  
   
 
 
    Total segment EBITDA     38.8     38.4  
   
 
 

Operating Income:

 

 

 

 

 

 

 
  Water infrastructure     23.5     24.5  
  Piping systems     5.1     3.7  
  Corporate     (8.3 )   (8.3 )
   
 
 
    Consolidated     20.3     19.9  
   
 
 

3.    Segment Information

        Our operations consist of two operating segments: water infrastructure products and piping systems products. Water infrastructure products consist primarily of hydrants, water and gas valves and related products used in water, power and gas distribution. Piping systems products consist primarily of pipe fittings and couplings, pipe nipples and hangers and purchased products related to piping systems used in a variety of applications.

        Intersegment sales and transfers are made at established intersegment selling prices generally intended to cover costs. Our determination of segment earnings does not reflect allocations of certain corporate expenses not attributable to segment operations and intersegment eliminations, which we designate as Corporate in the segment presentation, and is before interest expense and early debt repayment costs, interest income and income taxes. Corporate expenses include costs related to financial and administrative matters, treasury, risk management, human resources, legal counsel, and tax functions. Corporate assets include items booked at the date of the Company's inception in 1999 related to purchase accounting valuation adjustments associated with property, plant and equipment and non-compete agreements with the predecessor parent company, as well as intangibles associated with intellectual property. These assets and any related depreciation or amortization expense have not been pushed down to our water infrastructure products and piping systems products segments and are maintained as Corporate items. Therefore, segment earnings are not reflective of results on a stand-alone basis.

        The Company evaluates segment performance based on segment EBITDA. Segment EBITDA is defined as net income plus income tax expense, interest expense (not net of interest income), depreciation and amortization expense. Segment assets consist primarily of accounts receivable,

9



inventories, property, plant and equipment—net, goodwill, and identifiable intangibles. Summarized financial information for our segments follows:

 
  Three months
ended
December 27, 2003

  Three months
ended
January 1, 2005

 
  (restated)

   
Net Sales:            
Water infrastructure   $ 124.7   $ 138.6
Piping systems     95.5     117.5
   
 
Consolidated     220.2     256.1
   
 
Intersegment sales:            
Water infrastructure     3.0     3.4
Piping systems     0.1     0.2
   
 
Consolidated     3.1     3.6
   
 
Segment EBITDA:            
Water infrastructure     30.6     34.8
Piping systems     7.8     16.1
   
 
Total segment EBITDA     38.4     50.9
   
 
Depreciation and amortization:            
Water infrastructure     6.1     6.0
Piping systems     4.1     4.3
Corporate     6.3     2.3
   
 
Consolidated     16.5     12.6
   
 
Capital expenditures:            
Water infrastructure     2.6     2.8
Piping systems     1.9     1.8
Corporate         0.1
   
 
Consolidated     4.5     4.7
   
 

10


 
  At September 30, 2004
  At January 1, 2005
Total assets:            
Water infrastructure   $ 500.0   $ 488.8
Piping systems     307.9     318.2
Corporate     171.0     163.2
   
 
Consolidated     978.9     970.2
   
 
Goodwill:            
Water infrastructure     149.1     149.1
Piping systems     14.1     14.1
   
 
Consolidated     163.2     163.2
   
 
Identifiable intangibles:            
Water infrastructure     5.3     5.2
Piping systems     7.2     6.6
Corporate     42.7     42.7
   
 
Consolidated     55.2     54.5
   
 

        The Company evaluates segment performance based on segment EBITDA. A reconciliation of segment EBITDA to consolidated income before income taxes follows:

 
  Three months
ended
December 27, 2003

  Three months
ended
January 1, 2005

 
 
  (restated)

   
 
Total segment EBITDA   $ 38.4   $ 50.9  
Unallocated corporate costs     (1.9 )   (5.6 )
Interest expense and early repayment costs     (13.7 )   (16.5 )
Depreciation and amortization     (16.5 )   (12.6 )
   
 
 
Income before income taxes   $ 6.3   $ 16.2  
   
 
 

        Geographical area information with respect to net sales, as determined by the location of the customer invoiced, and property, plant and equipment—net, as determined by the physical location of the assets, were as follows for the three months ended December 27, 2003 and January 1, 2005:

 
  Three months
ended
December 27, 2003

  Three months
ended
January 1, 2005

 
  (restated)

   
 
  (dollars in millions)

Net sales:            
United States   $ 186.3   $ 210.4
Canada     31.9     44.4
Other Countries     2.0     1.3
   
 
    $ 220.2   $ 256.1
   
 

11


 
  At September 30, 2004
  At January 1, 2005
Property, plant and equipment, net:            
United States   $ 173.7   $ 167.2
Canada     11.7     12.0
Other Countries     1.4     1.4
   
 
    $ 186.8   $ 180.6
   
 

4.    Summary of Significant Accounting Policies

        Fiscal Year—The Company's fiscal year ends on September 30. The Company's first quarter ends on the Saturday closest to December 31.

        Inventory—Inventories are recorded at the lower of cost (first-in, first-out) or market value. Additionally, the Company evaluates its inventory reserves in terms of excess and obsolete exposures. This evaluation includes such factors as anticipated usage, inventory turnover, inventory levels and ultimate product sales value. As such, these factors may change over time causing the reserve level to adjust accordingly. Warranty Costs—The Company accrues for the estimated cost of product warranties at the time of sale based on historical experience. Adjustments to obligations for warranties are made as changes in the obligations become reasonably estimable. The following table summarizes information concerning the Company's product warranty:

 
  Three months ended
 
 
  December 27, 2003
  January 1, 2005
 
Balance at beginning of period   $ 0.9   $ 1.6  
Accruals for warranties     0.8     0.6  
Settlement of warranty claims     (0.5 )   (0.9 )
   
 
 
Balance at end of period   $ 1.2   $ 1.3