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 June 26, 2004. |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Commission File Number 333-116590
MUELLER HOLDINGS (N.A.), INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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52-2175259 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer identification No.) |
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500 West Eldorado St. |
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(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 o No.ý.
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 |
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Shares Outstanding As of September 10, 2004 |
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Class A |
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$0.01 Par Value |
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131,208,998 |
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Class B |
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$0.01 Par Value |
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89,343,699 |
MUELLER HOLDINGS (N.A.), INC.
REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 26, 2004
TABLE OF CONTENTS
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MUELLER HOLDINGS (N.A.), INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
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September 30, |
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June 26, |
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(unaudited) |
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(dollars in millions) |
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Assets |
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Cash and cash equivalents |
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$ |
71.4 |
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$ |
23.3 |
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Receivables, less allowance for doubtful accounts of $4.9 in September 2003 and $4.4 in June 2004 |
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137.3 |
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155.5 |
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Inventories |
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240.5 |
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260.6 |
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Deferred income taxes |
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5.6 |
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7.3 |
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Prepaid expenses and other current assets |
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29.8 |
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25.9 |
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Total current assets |
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484.6 |
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472.6 |
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Property, plant and equipment, net |
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208.4 |
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192.8 |
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Goodwill, net |
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163.2 |
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163.2 |
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Identifiable intangibles, net |
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63.0 |
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57.7 |
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Pension intangible |
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0.9 |
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0.9 |
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Deferred financing fees, net |
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12.0 |
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37.3 |
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Deferred income taxes |
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18.3 |
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26.2 |
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Other noncurrent assets |
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0.2 |
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0.3 |
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Total assets |
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$ |
950.6 |
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$ |
951.0 |
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Liabilities |
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Accounts payable |
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$ |
46.7 |
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$ |
55.6 |
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Current portion of long-term debt |
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6.2 |
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2.4 |
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Accrued expenses and other current liabilities |
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69.2 |
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69.2 |
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Total current liabilities |
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122.1 |
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127.2 |
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Long-term debt, net of current portion |
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569.5 |
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1,039.1 |
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Accrued pension liability |
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32.2 |
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36.6 |
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Other long-term liabilities |
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17.2 |
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6.8 |
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Total liabilities |
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741.0 |
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1,209.7 |
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Commitments and contingencies (Note 10) |
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— |
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— |
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Redeemable preferred stock |
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96.6 |
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— |
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Redeemable common stock |
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2.6 |
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0.1 |
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Shareholders’ equity |
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Common stock: |
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Class A, $0.01 par value (400,000,000 shares authorized and 131,208,998 issued) |
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1.1 |
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1.3 |
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Class B, $0.01 par value, convertible, non-voting (150,000,000 shares authorized and 89,343,699 shares issued) |
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0.9 |
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0.9 |
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Additional paid-in capital |
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142.3 |
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— |
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Retained deficit |
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(10.6 |
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(240.3 |
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Accumulated other comprehensive loss |
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(20.5 |
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(20.7 |
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Shareholder loans, including interest receivable |
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(2.8 |
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Total shareholders’ equity |
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110.4 |
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(258.8 |
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Total liabilities and shareholders’ equity |
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$ |
950.6 |
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951.0 |
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The accompanying notes are an integral part of the financial statements.
3
MUELLER HOLDINGS (N.A.), INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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Three months ended |
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June 28, |
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June 26, |
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(unaudited) |
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(dollars in millions) |
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Net sales |
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$ |
232.4 |
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$ |
288.7 |
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Cost of sales |
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170.5 |
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205.7 |
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Gross profit |
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61.9 |
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83.0 |
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Selling, general and administrative expense |
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39.2 |
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47.6 |
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Stock compensation expense |
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0.2 |
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15.5 |
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Facility rationalization and related costs |
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0.2 |
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Operating income |
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22.3 |
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19.9 |
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Interest expense and early repayment costs |
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(9.1 |
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(20.8 |
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Interest income |
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0.2 |
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0.1 |
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Income (loss) before income taxes |
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13.4 |
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