UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended January 1, 2005. |
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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.) |
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500 West Eldorado St. Decatur, IL 62522-1808 (Address of principal executive offices) |
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(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
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Common Stock |
Shares Outstanding As of March 25, 2005 |
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|---|---|---|---|---|
| $0.01 Par Value | 100 |
MUELLER GROUP, INC.
REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JANUARY 1, 2005
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| PART IFINANCIAL INFORMATION | 3 | |||
Item 1. Unaudited Financial Statements |
3 |
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Condensed Consolidated Balance Sheets |
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Condensed Consolidated Statements of Operations |
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Condensed Consolidated Statements of Cash Flows |
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Notes to Condensed Consolidated Financial Statements |
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
32 |
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Item 4. Controls and Procedures |
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PART IIOTHER INFORMATION |
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Item 6. Exhibits |
35 |
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Signatures |
36 |
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2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MUELLER GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
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September 30, 2004 |
January 1, 2005 |
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|---|---|---|---|---|---|---|---|---|
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(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 |
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| 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 |
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| 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
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Three months ended |
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December 27, 2003 |
January 1, 2005 |
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(restated) |
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(unaudited) (dollars in millions) |
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| 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
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Three months ended |
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December 27, 2003 |
January 1, 2005 |
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(restated) |
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(unaudited) |
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(dollars in millions) |
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| 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:
Research and development costs
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.
Revenue recognition adjustments
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
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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.
Inventory journal entries
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.
Intercompany profit elimination
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.
Deferred financing fees
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.
Income tax effect of adjustments
As a result of the aforementioned adjustments, the interim income tax provisions were also revised.
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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:
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Three Months Ended 12/27/03 |
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| (dollars in millions) |
As previously reported |
As restated |
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| 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 |
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|---|---|---|---|---|---|
| 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
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Three Months Ended 12/27/03 |
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| (dollars in millions) |
As previously reported |
As restated |
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| Net sales: | |||||||||
| Water infrastructure | $ | 122.5 | $ | 124.7 | |||||
| Piping systems | 95.5 | 95.5 | |||||||
| Consolidated | 218.0 | 220.2 | |||||||
Segment EBITDA: |
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| Water infrastructure | 29.6 | 30.6 | |||||||
| Piping systems | 9.2 | 7.8 | |||||||
| Total segment EBITDA | 38.8 | 38.4 | |||||||
Operating Income: |
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| 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,
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inventories, property, plant and equipmentnet, goodwill, and identifiable intangibles. Summarized financial information for our segments follows:
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Three months ended December 27, 2003 |
Three months ended January 1, 2005 |
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(restated) |
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| 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
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At September 30, 2004 |
At January 1, 2005 |
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| 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:
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Three months ended December 27, 2003 |
Three months ended January 1, 2005 |
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(restated) |
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| 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 equipmentnet, as determined by the physical location of the assets, were as follows for the three months ended December 27, 2003 and January 1, 2005:
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Three months ended December 27, 2003 |
Three months ended January 1, 2005 |
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(restated) |
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(dollars in millions) |
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| Net sales: | ||||||
| United States | $ | 186.3 | $ | 210.4 | ||
| Canada | 31.9 | 44.4 | ||||
| Other Countries | 2.0 | 1.3 | ||||
| $ | 220.2 | $ | 256.1 | |||
11
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At September 30, 2004 |
At January 1, 2005 |
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| 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 YearThe Company's fiscal year ends on September 30. The Company's first quarter ends on the Saturday closest to December 31.
InventoryInventories 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 CostsThe 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:
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Three months ended |
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December 27, 2003 |
January 1, 2005 |
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| 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 | |||