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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 April 2, 2005.

o

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

Commission File Number 333-116590


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

Delaware
(State or other jurisdiction of incorporation or organization)
  52-2175259
(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 May 6, 2005
Class A   $0.01 Par Value   131,208,998
Class B   $0.01 Par Value     89,343,699





MUELLER WATER PRODUCTS, INC.
REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED APRIL 2, 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

 

21

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

33

Item 4. Controls and Procedures

 

33

PART II—OTHER INFORMATION

 

35

Item 1. Legal Proceedings

 

35

Item 6. Exhibits

 

35

Signatures

 

36

2


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


MUELLER WATER PRODUCTS, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 
  September 30,
2004

  April 2,
2005

 
 
  (unaudited)
(dollars in millions)

 
Assets              
Cash and cash equivalents   $ 55.6   $ 47.1  
Receivables, net of allowance for doubtful accounts of $5.1 and $5.3, respectively     162.0     163.7  
Inventories     260.2     304.0  
Income taxes receivable     4.1     3.7  
Deferred income taxes     9.0     9.9  
Prepaid expenses and other current assets     28.9     27.6  
   
 
 
  Total current assets     519.8     556.0  
Property, plant and equipment, net     186.8     177.1  
Goodwill, net     163.2     163.2  
Identifiable intangibles, net     55.2     53.8  
Pension intangible     0.8     0.8  
Deferred financing fees, net     37.4     34.8  
Deferred income taxes     21.1     23.2  
   
 
 
  Total assets   $ 984.3   $ 1,008.9  
   
 
 

Liabilities

 

 

 

 

 

 

 
Accounts payable   $ 52.7   $ 51.2  
Current portion of long-term debt     3.2     3.9  
Accrued expenses and other current liabilities     85.9     84.3  
   
 
 
  Total current liabilities     141.8     139.4  
Long-term debt, net of current portion     1,036.2     1,043.8  
Accrued pension liability     29.2     32.3  
Other long-term liabilities     7.8     4.8  
   
 
 
  Total liabilities     1,215.0     1,220.3  
   
 
 
Commitments and contingencies (Note 9)          
Redeemable common stock     1.7     1.7  
Shareholders' equity              
Common stock:              
Class A, $0.01 par value (400,000,000 shares authorized and 131,208,998 issued)     1.3     1.3  
Class B, $0.01 par value, convertible, non-voting (150,000,000 shares authorized and 89,343,699 shares issued)     0.9     0.9  
Additional paid-in capital          
Accumulated deficit     (218.6 )   (202.7 )
Accumulated other comprehensive loss     (16.0 )   (12.6 )
   
 
 
Total shareholders' equity     (232.4 )   (213.1 )
   
 
 
Total liabilities and shareholders' equity   $ 984.3   $ 1,008.9  
   
 
 

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

3



MUELLER WATER PRODUCTS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 
  Three months ended
 
 
  March 27, 2004
  April 2, 2005
 
 
  (restated)

   
 
 
  (unaudited)
(dollars in millions)

 
Net sales   $ 236.3   $ 285.2  
Cost of sales     169.7     197.3  
   
 
 
Gross profit     66.6     87.9  
Selling, general and administrative expense     39.9     47.7  
Stock compensation expense     0.2      
Facility rationalization, restructuring and related costs     0.9     1.5  
   
 
 
Operating income     25.6     38.7  
Interest expense and early repayment costs     (6.7 )   (23.5 )
Interest income     0.2     0.2  
   
 
 
Income before income taxes     19.1     15.4  
Income tax expense     7.7     6.2  
   
 
 
  Net income   $ 11.4   $ 9.2  
   
 
 
 
  Six months ended
 
 
  March 27, 2004
  April 2, 2005
 
 
  (restated)

   
 
 
  (unaudited)
(dollars in millions)

 
Net sales   $ 456.5   $ 541.3  
Cost of sales     331.2     377.5  
   
 
 
Gross profit     125.3     163.8  
Selling, general and administrative expense     78.6     91.3  
Stock compensation expense     0.3      
Facility rationalization, restructuring and related costs     0.9     1.6  
   
 
 
Operating income     45.5     70.9  
Interest expense and early repayment costs     (20.4 )   (44.6 )
Interest income     0.4     0.6  
   
 
 
Income before income taxes     25.5     26.9  
Income tax expense     10.2     11.0  
   
 
 
  Net income   $ 15.3   $ 15.9  
   
 
 

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

4



MUELLER WATER PRODUCTS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 
  Six months ended
 
 
  March 27,
2004

  April 2,
2005

 
 
  (restated)

   
 
 
  (unaudited)

 
 
  (dollars in millions)

 
Cash flows from operating activities              
Net income   $ 15.3   $ 15.9  
Adjustments to reconcile net income to net cash provided by operating activities:              
  Depreciation     23.2     22.6  
  Amortization of intangibles and tooling     10.0     2.8  
  Unrealized gain on interest rate swaps     (6.3 )   (2.9 )
  All other adjustments     2.3     (0.1 )
Changes in assets and liabilities, net of the effects of acquisitions:              
  Receivables     (14.5 )   (1.7 )
  Inventories     (16.3 )   (43.8 )
  Accounts payable and accrued expenses     (7.9 )   (3.1 )
  All other changes, net     3.5     13.2  
   
 
 
Net cash provided by operating activities     9.3     2.9  
   
 
 
Cash flows from investing activities              
Purchase of property, plant and equipment     (11.0 )   (13.6 )
Acquisition of businesses, net of cash acquired     (19.8 )    
   
 
 
Net cash used in investing activities     (30.8 )   (13.6 )
   
 
 
Cash flows from financing activities              
Proceeds from short-term borrowings     9.2      
Payment of long-term debt, including capital lease obligations     (51.8 )   (1.2 )
Payment of deferred financing fees     (0.8 )    
   
 
 
Net cash used in financing activities     (43.4 )   (1.2 )
   
 
 
Effect of exchange rate changes on cash     1.3     3.4  
   
 
 
Decrease in cash and cash equivalents     (63.6 )   (8.5 )
Cash and cash equivalents              
Beginning of period     71.4     55.6  
   
 
 
End of period   $ 7.8   $ 47.1  
   
 
 

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

5



MUELLER WATER PRODUCTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND SIX MONTHS ENDED MARCH 27, 2004 AND APRIL 2, 2005

(UNAUDITED)

1.    Basis of Presentation

        Mueller Water Products, Inc. (formerly Mueller Holdings (N.A.), Inc.) ("Mueller Water" or the "Company") is the parent company of Mueller Group, Inc. ("Group"). The accompanying unaudited condensed consolidated financial statements of Mueller Water Products, Inc. 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 financial statement presentation have been made. Operating results for the three and six months ended April 2, 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 its April 2004 recapitalization should be revised. As a result of these findings, the Company 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. 333-116590).

        The interim financial statements for the three and six months ended March 27, 2004 were restated for the following items:

        The Company determined that certain reports utilized in the assessment and establishment of excess and obsolete provisions were inaccurate and that certain items were erroneously eliminated from the provision. The interim financial statements were restated to reflect the decrease in inventory value and increase in cost of goods sold to reflect the adjustment to properly record the provision for excess and obsolete inventory reserves.

6


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

        Unauthorized journal entries were recorded, which increased the value of inventory inappropriately. The interim financial statements were restated to reduce the inventory value and increase cost of goods sold.

        There was an error, which initially arose 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.

        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 income tax provisions in the interim financial statements were also revised.

7


        The following tables set forth the effects of the adjustments discussed above on the Statements of Operations for the three and six months ended March 27, 2004:

 
  Three Months Ended 3/27/04
  Six Months Ended
3/27/04

 
(dollars in millions)

  As previously
reported

  As restated
  As previously
reported

  As restated
 
Net sales   $ 236.9   $ 236.3   $ 454.9   $ 456.5  
Cost of sales     169.4     169.7     328.0     331.2  
   
 
 
 
 
  Gross profit     67.5     66.6     126.9     125.3  
Selling, general and administrative expense     40.0     39.9     79.0     78.6  
Stock compensation expense     0.2     0.2     0.3     0.3  
Facility rationalization and related costs     0.9     0.9     0.9     0.9  
   
 
 
 
 
Operating income     26.4     25.6     46.7     45.5  
Interest expense and early repayment costs     (6.7 )   (6.7 )   (21.2 )   (20.4 )
Interest income     0.2     0.2     0.4     0.4  
   
 
 
 
 
Income before income taxes     19.9     19.1     25.9     25.5  
Income tax expense     8.0     7.7     10.4     10.2  
   
 
 
 
 
  Net income   $ 11.9   $ 11.4   $ 15.5   $ 15.3  
   
 
 
 
 
(dollars in millions)

  Three Months
Ended
3/27/04

  Six Months
Ended
3/27/04

 
Net income, as previously reported   $ 11.9   $ 15.5  
Increased (decreased) pretax earnings:              
  Inventory valuation adjustments     (0.1 )   (0.1 )
  Research & development costs     0.1     0.4  
  Revenue recognition adjustments     (0.2 )   0.5  
  Inventory journal entries         (0.2 )
  Intercompany profit elimination     (0.6 )   (1.8 )
  Deferred financing fees         0.8  
   
 
 
Total pre-tax adjustments     (0.8 )   (0.4 )
Income tax effect of adjustments     0.3     0.2  
   
 
 
Net income, as restated   $ 11.4   $ 15.3  
   
 
 

8


 
  Three Months Ended
3/27/04

  Six Months Ended
3/27/04

 
(dollars in millions)

  As previously
reported

  As restated
  As previously
reported

  As restated
 
Net sales:                          
  Water infrastructure   $ 137.8   $ 137.2   $ 260.3   $ 261.9  
  Piping systems     99.1     99.1     194.6     194.6  
   
 
 
 
 
    Consolidated     236.9     236.3     454.9     456.5  
   
 
 
 
 

Segment EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Water infrastructure     36.6     36.4     66.2     67.0  
  Piping systems     8.8     8.2     18.0     16.0  
   
 
 
 
 
    Total segment EBITDA     45.4     44.6     84.2     83.0  
   
 
 
 
 

Operating Income:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Water infrastructure     30.5     30.3     54.0     54.8  
  Piping systems     4.5     3.9     9.6     7.6  
  Corporate     (8.6 )   (8.6 )   (16.9 )   (16.9 )
   
 
 
 
 
    Consolidated     26.4     25.6     46.7     45.5  
   
 
 
 
 

3.    Segment Information

        Our operations consist of two operating segments: water infrastructure and piping systems. 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 were not 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),

9


depreciation and amortization expense. Segment assets consist primarily of accounts receivable, inventories, property, plant and equipment—net, goodwill, and identifiable intangibles. Summarized financial information for our segments follows:

 
  Three months
ended
March 27, 2004

  Three months
ended
April 2, 2005

  Six months
ended
March 27, 2004

  Six months
ended
April 2, 2005

 
  (restated)

   
  (restated)

   
Net Sales:                        
Water infrastructure   $ 137.2   $ 170.1   $ 261.9   $ 308.7
Piping systems     99.1     115.1     194.6     232.6
   
 
 
 
Consolidated     236.3     285.2     456.5     541.3
   
 
 
 
Intersegment sales:                        
Water infrastructure     3.1     3.4     6.1     6.8
Piping systems     0.2     0.1     0.3     0.3
   
 
 
 
Consolidated     3.3     3.5     6.4     7.1
   
 
 
 
Segment EBITDA:                        
Water infrastructure     36.4     44.4     67.0     79.2
Piping systems     8.2     14.2     16.0     30.3
   
 
 
 
Total segment EBITDA     44.6     58.6     83.0     109.5
   
 
 
 
Depreciation and amortization:                        
Water infrastructure     6.1     6.0     12.2     12.0
Piping systems     4.3     4.3     8.4     8.6
Corporate     6.3