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 |
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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)
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Delaware |
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37-1387813 |
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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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Decatur, IL 62522-1808 |
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(Address of principal executive offices) |
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(217) 423-4471 |
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(Registrant’s telephone number, including area code) |
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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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$0.01 Par Value |
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100 |
MUELLER GROUP, INC.
REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 26, 2004
TABLE OF CONTENTS
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Item 2. Management=s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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2
MUELLER GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
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September 30, |
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June 26, |
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(unaudited) |
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Assets |
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Cash and cash equivalents |
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$ |
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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33.6 |
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Deferred income taxes |
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18.8 |
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26.7 |
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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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$ |
951.1 |
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$ |
947.8 |
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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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69.8 |
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Total current liabilities |
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122.1 |
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127.8 |
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Long-term debt, net of current portion |
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569.5 |
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930.1 |
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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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1,101.3 |
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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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Shareholders’ equity |
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Common stock - $0.01 par value (100 shares authorized and issued) |
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— |
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— |
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Additional paid-in capital |
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145.3 |
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— |
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Retained deficit |
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(11.3 |
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(132.8 |
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Accumulated other comprehensive loss |
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(20.5 |
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(20.7 |
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Total shareholders’ equity |
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113.5 |
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(153.5 |
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Total liabilities and shareholders’ equity |
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$ |
951.1 |
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$ |
947.8 |
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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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June 28, |
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June 26, |
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(unaudited) |
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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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47.5 |
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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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— |
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Operating income |
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22.3 |
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20.0 |
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Interest expense and early repayment costs |
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(9.1 |
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(18.1 |
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Interest income |
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0.1 |
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0.1 |
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Income before income taxes |
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13.3 |
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2.0 |
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Income tax expense (benefit) |
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5.5 |
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(3.2 |
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Net income |
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$ |
7.8 |
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$ |
5.2 |
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Nine months ended |
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June 28, |
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June 26, |
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(unaudited) |
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Net sales |
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$ |
671.4 |
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