0001350593-14-000030.txt : 20140807 0001350593-14-000030.hdr.sgml : 20140807 20140807161033 ACCESSION NUMBER: 0001350593-14-000030 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20140630 FILED AS OF DATE: 20140807 DATE AS OF CHANGE: 20140807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mueller Water Products, Inc. CENTRAL INDEX KEY: 0001350593 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 203547095 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-32892 FILM NUMBER: 141023975 BUSINESS ADDRESS: STREET 1: 1200 ABERNATHY RD STREET 2: SUITE 1200 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 770-206-4200 MAIL ADDRESS: STREET 1: 1200 ABERNATHY RD STREET 2: SUITE 1200 CITY: ATLANTA STATE: GA ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: Mueller Holding Company, Inc. DATE OF NAME CHANGE: 20060123 10-Q 1 mwa6302014-10xq.htm 10-Q MWA.6.30.2014 - 10-Q

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x                              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2014
o                       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-32892
MUELLER WATER PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
20-3547095
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
1200 Abernathy Road N.E.
Suite 1200
Atlanta, GA 30328
(Address of principal executive offices)
(770) 206-4200
(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 x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer     x             Accelerated filer         o  
Non-accelerated filer      o            Smaller reporting company     o 
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
There were 159,712,042 shares of common stock of the registrant outstanding at July 31, 2014.
 




PART I
Item 1.
FINANCIAL STATEMENTS
MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 
June 30,
 
September 30,
 
2014
 
2013
 
(in millions, except share amounts)
Assets:
 
 
 
Cash and cash equivalents
$
150.9

 
$
123.6

Receivables, net
183.3

 
164.5

Inventories
192.0

 
208.5

Deferred income taxes
40.5

 
26.7

Other current assets
46.5

 
46.1

Total current assets
613.2

 
569.4

Property, plant and equipment, net
142.8

 
141.9

Identifiable intangible assets
532.9

 
553.1

Other noncurrent assets
14.0

 
17.5

Total assets
$
1,302.9

 
$
1,281.9

 
 
 
 
Liabilities and stockholders’ equity:
 
 
 
Current portion of long-term debt
$
56.3

 
$
1.3

Accounts payable
84.6

 
101.2

Other current liabilities
70.6

 
80.6

Total current liabilities
211.5

 
183.1

Long-term debt
544.5

 
599.5

Deferred income taxes
162.2

 
141.5

Other noncurrent liabilities
40.9

 
29.6

Total liabilities
959.1

 
953.7

 
 
 
 
Commitments and contingencies (Note 10)
 
 
 
 
 
 
 
Common stock: 600,000,000 shares authorized; 159,663,477 and 158,234,300 shares outstanding at June 30, 2014 and September 30, 2013, respectively
1.6

 
1.6

Additional paid-in capital
1,581.6

 
1,584.4

Accumulated deficit
(1,199.9
)
 
(1,229.2
)
Accumulated other comprehensive loss
(39.5
)
 
(28.6
)
Total stockholders’ equity
343.8

 
328.2

Total liabilities and stockholders’ equity
$
1,302.9

 
$
1,281.9



The accompanying notes are an integral part of the consolidated financial statements.
1


MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
Three months ended
 
Nine months ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
 
(in millions, except per share amounts)
Net sales
$
318.5

 
$
299.4

 
$
864.0

 
$
827.6

Cost of sales
221.2

 
209.4

 
617.4

 
603.2

Gross profit
97.3

 
90.0

 
246.6

 
224.4

Operating expenses:
 
 
 
 
 
 
 
Selling, general and administrative
55.3

 
56.9

 
162.5

 
159.0

Restructuring
0.2

 
0.2

 
3.0

 
1.3

Total operating expenses
55.5

 
57.1

 
165.5

 
160.3

Operating income
41.8

 
32.9

 
81.1

 
64.1

Interest expense, net
12.5

 
12.7

 
37.6

 
39.0

Loss on early extinguishment of debt

 

 

 
1.4

Income before income taxes
29.3

 
20.2

 
43.5

 
23.7

Income tax expense
10.8

 
4.2

 
14.2

 
5.1

Income from continuing operations
18.5

 
16.0

 
29.3

 
18.6

Income (loss) from discontinued operations

 
(1.9
)
 

 
8.7

Net income
$
18.5

 
$
14.1

 
$
29.3

 
$
27.3

 
 
 
 
 
 
 
 
Net income per basic share:
 
 
 
 
 
 
 
Continuing operations
$
0.12

 
$
0.10

 
$
0.18

 
$
0.12

Discontinued operations

 
(0.01
)
 

 
0.05

Net income
$
0.12

 
$
0.09

 
$
0.18

 
$
0.17

 
 
 
 
 
 
 
 
Net income per diluted share:
 
 
 
 
 
 
 
  Continuing operations
$
0.11

 
$
0.10

 
$
0.18

 
$
0.12

  Discontinued operations

 
(0.01
)
 

 
0.05

Net income
$
0.11

 
$
0.09

 
$
0.18

 
$
0.17

 
 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic
159.5

 
158.0

 
159.0

 
157.6

Diluted
162.2

 
160.7

 
161.9

 
160.0

 
 
 
 
 
 
 
 
Dividends declared per share
$
0.0175

 
$
0.0175

 
$
0.0525

 
$
0.0525



The accompanying notes are an integral part of the consolidated financial statements.
2


MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
 
Three months ended
 
Nine months ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
 
(in millions)
Net income
$
18.5

 
$
14.1

 
$
29.3

 
$
27.3

Other comprehensive income (loss):
 
 
 
 
 
 
 
Minimum pension liability
(4.9
)
 
2.3

 
(14.7
)
 
1.2

Income tax effects
1.9

 

 
5.7

 
6.7

Foreign currency translation
2.1

 
(1.9
)
 
(1.9
)
 
(3.7
)
 
(0.9
)
 
0.4


(10.9
)

4.2

Comprehensive income
$
17.6

 
$
14.5


$
18.4

 
$
31.5


The accompanying notes are an integral part of the consolidated financial statements.
3


MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY 
NINE MONTHS ENDED JUNE 30, 2014
(UNAUDITED)
 
  Common  
stock
 
Additional
paid-in
capital
 
Accumulated
deficit
 
Accumulated
other
comprehensive
loss
 
Total    
 
(in millions)
Balance at September 30, 2013
$
1.6

 
$
1,584.4

 
$
(1,229.2
)
 
$
(28.6
)
 
$
328.2

Net income

 

 
29.3

 

 
29.3

Dividends declared

 
(8.4
)
 

 

 
(8.4
)
Stock-based compensation

 
5.1

 

 

 
5.1

Shares retained for employee taxes

 
(3.1
)
 

 

 
(3.1
)
Stock issued under stock compensation plans

 
3.6

 

 

 
3.6

Other comprehensive loss, net of tax

 

 

 
(10.9
)
 
(10.9
)
Balance at June 30, 2014
$
1.6

 
$
1,581.6

 
$
(1,199.9
)
 
$
(39.5
)
 
$
343.8



The accompanying notes are an integral part of the consolidated financial statements.
4


MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
Nine months ended
 
June 30,
 
2014
 
2013
 
(in millions)
Operating activities:
 
 
 
Net income
$
29.3

 
$
27.3

Adjustments to reconcile net income to net cash provided by operating activities from continuing operations:
 
 
 
Income from discontinued operations

 
(8.7
)
Income from continuing operations
29.3

 
18.6

Depreciation
20.3

 
22.3

Amortization
22.2

 
22.1

Asset impairment
1.5

 

Loss on early extinguishment of debt

 
1.4

Stock-based compensation
5.2

 
5.6

Deferred income taxes
13.4

 
3.5

Retirement plans
1.0

 
3.1

Other, net
1.5

 
1.8

Changes in assets and liabilities, net of acquisitions:
 
 
 
Receivables
(18.9
)
 
(2.4
)
Inventories
16.2

 
(19.0
)
Other assets
1.3

 
(0.1
)
Liabilities
(32.0
)
 
(14.1
)
Net cash provided by operating activities from continuing operations
61.0

 
42.8

Investing activities:
 
 
 
Capital expenditures
(25.5
)
 
(23.9
)
Business acquisitions, net of cash acquired

 
(0.2
)
Proceeds from sales of assets
1.2

 
0.1

Net cash used in investing activities from continuing operations
(24.3
)
 
(24.0
)
Financing activities:
 
 
 
Early repayment of debt

 
(23.2
)
Dividends paid
(8.4
)
 
(8.3
)
Common stock issued
3.6

 
2.3

Shares retained for employee taxes
(3.1
)
 
(1.5
)
Payment of deferred financing fees

 
(0.7
)
Other
(0.1
)
 
0.2

Net cash used in financing activities from continuing operations
(8.0
)
 
(31.2
)
Net cash flows from discontinued operations:
 
 
 
  Operating activities

 
(4.1
)
  Investing activities

 
4.5

Net cash provided by discontinued operations

 
0.4

Effect of currency exchange rate changes on cash
(1.4
)
 
(1.8
)
Net change in cash and cash equivalents
27.3

 
(13.8
)
Cash and cash equivalents at beginning of period
123.6

 
83.0

Cash and cash equivalents at end of period
$
150.9

 
$
69.2


The accompanying notes are an integral part of the consolidated financial statements.
5


MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1.
Organization
Mueller Water Products, Inc., a Delaware corporation, together with its consolidated subsidiaries, operates in two business segments: Mueller Co. and Anvil. Mueller Co. manufactures valves for water and gas systems, including butterfly, iron gate, tapping, check, plug and ball valves, as well as dry-barrel and wet-barrel fire hydrants and metering systems, and provides leak detection and pipe condition assessment products and services for the water infrastructure industry. Anvil manufactures and sources a broad range of products, including a variety of fittings, couplings, hangers and related products. The “Company,” “we,” “us” or “our” refer to Mueller Water Products, Inc. and its subsidiaries. With regard to the Company's segments, “we,” “us” or “our” may also refer to the segment being discussed.
Unless the context indicates otherwise, whenever we refer to a particular year, we mean our fiscal year ended or ending September 30 in that particular calendar year.
Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which require us to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses and the disclosure of contingent assets and liabilities for the reporting periods. Actual results could differ from those estimates. All significant intercompany balances and transactions have been eliminated. In our opinion, all normal and recurring adjustments that we consider necessary for a fair financial statement presentation have been made. Certain reclassifications have been made to previously reported amounts to conform to the current presentation. The condensed consolidated balance sheet data at September 30, 2013 was derived from audited financial statements, but does not include all disclosures required by GAAP.
In May 2014, the Financial Accounting Standards Board issued new guidance for the recognition of revenue.  This new guidance applies to us beginning with our first quarter of fiscal 2018 and early adoption is not permitted.  We are in the early stages of evaluating the impact of the adoption of this guidance on our future financial statements and related disclosures and we have not yet reached any conclusions.
Note 2.
Restructuring and Discontinued Operations
In January 2014, Mueller Co. changed its approach to the production of certain sizes of iron gate valves. This change resulted in an impairment of the related production equipment of $1.5 million, which is reported as restructuring expense for the nine months ended June 30, 2014. This charge was based on our internal projections of future cash flows associated with the production equipment.
In April 2014, Anvil sold the production equipment and certain inventory at its Bloomington, Minnesota location for an immaterial gain. Anvil also signed a supply agreement with the buyer and terminated the employment of all employees at that location, which resulted in the withdrawal from the only multi-employer pension plan in which the Company had participated. At June 30, 2014, we maintained an accrual for our estimated withdrawal liability of $1.0 million. Also in April 2014, Anvil entered into an agreement to sell the land and buildings at this location, which had a net book value of $0.8 million at June 30, 2014, for estimated net proceeds of $3.5 million. We expect this sale will close during the second half of calendar 2014.
On April 1, 2012, we sold our former U.S. Pipe segment. During 2013, we received $4.5 million in cash for certain purchase price adjustments and reduced our loss on sale of discontinued operations accordingly.
Activity related to U.S. Pipe is presented as discontinued operations for the three and nine months ended June 30, 2013. The table below represents a summary of the operating results for these discontinued operations.
 
Three months
 
Nine months
 
(in millions)
Operating income (loss)
$
(1.9
)
 
$
3.7

Gain on sale of discontinued operations

 
5.0

Income (loss) from discontinued operations
$
(1.9
)
 
$
8.7

We retained certain assets, liabilities and activities previously associated with our former U.S. Pipe segment, including ownership of certain real property and retention of pension and workers compensation obligations to employees of U.S. Pipe. Cash flows associated with some of these items are anticipated to continue indefinitely, but they are not clearly and closely related to the future operations of U.S. Pipe under its new ownership.

6



Note 3.
Income Taxes
During the three months ended March 31, 2014, we completed an analysis of our taxable income apportionment by state. As a result of this analysis, we reduced our marginal tax rate, used in our calculation of deferred tax assets and liabilities, by 0.52%. This resulted in a net decrease in deferred tax liabilities and income tax expense of $2.0 million during the nine months ended June 30, 2014.
At the beginning of 2013, we had valuation allowances related to our deferred tax assets. We reevaluate the need for a valuation allowance against our U.S. deferred tax assets each quarter, considering results to date, projections of taxable income, tax planning strategies and reversing taxable temporary differences. During the three months ended June 30, 2014, we decreased our deferred tax asset valuation allowance and income tax expense by $1.1 million. During the nine months ended June 30, 2013, we decreased our U.S. deferred tax valuation allowance by $15.1 million, including $7.1 million in other comprehensive income and $3.5 million in discontinued operations. Notwithstanding the valuation allowance, our net operating loss carryforwards remain available to offset future taxable earnings.
The components of income tax expense on continuing operations are provided below.
 
Three months ended
 
Nine months ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
 
(in millions)
Expense from income before income taxes
$
11.9

 
$
8.1

 
$
17.5

 
$
9.6

Deferred tax asset valuation allowance adjustments
(1.1
)
 
(4.0
)
 
(1.1
)
 
(4.5
)
State tax rate change

 

 
(2.0
)
 

Other discrete items

 
0.1

 
(0.2
)
 

 
$
10.8

 
$
4.2

 
$
14.2

 
$
5.1

At June 30, 2014 and September 30, 2013, the gross liabilities for unrecognized income tax benefits were $2.7 million and $3.7 million, respectively.
We recognize interest related to uncertain income tax positions as interest expense and would recognize any penalties that may be incurred as selling, general and administrative expenses. At June 30, 2014 and September 30, 2013, we had $0.8 million and $0.9 million, respectively, of accrued interest liabilities related to uncertain tax positions.
Our state income tax returns are generally closed for years prior to 2006, except to the extent of our state net operating loss carryforwards. Our Canadian income tax returns are generally closed for years prior to 2006. We are currently under audit by several states at various levels of completion. We do not have any material unpaid assessments.
Note 4.
Borrowing Arrangements
The components of our long-term debt are presented below.
 
June 30,
 
September 30,
 
2014
 
2013
 
(in millions)
ABL Agreement
$

 
$

8.75% Senior Unsecured Notes
178.2

 
178.0

7.375% Senior Subordinated Notes
420.0

 
420.0

Other
2.6

 
2.8

 
600.8

 
600.8

Less current portion
(56.3
)
 
(1.3
)
Long-term debt
$
544.5

 
$
599.5

ABL Agreement. At June 30, 2014, our asset based lending agreement (“ABL Agreement”) consisted of a revolving credit facility for up to $225 million of revolving credit borrowings, swing line loans and letters of credit. The ABL Agreement permits us to increase the size of the credit facility by an additional $150 million in certain circumstances subject to adequate

7


borrowing base availability. We may borrow up to $25 million through swing line loans and may have up to $60 million of letters of credit outstanding.
Borrowings under the ABL Agreement bear interest at a floating rate equal to LIBOR plus a margin ranging from 175 to 225 basis points, or a base rate, as defined in the ABL Agreement, plus a margin ranging from 75 to 125 basis points. At June 30, 2014, the applicable rate was LIBOR plus 175 basis points.
The ABL Agreement terminates on the earlier of (1) December 18, 2017 and (2) 60 days prior to the final maturity of our 7.375% Senior Subordinated Notes. We pay a commitment fee for any unused borrowing capacity under the ABL Agreement of either 37.5 basis points per annum or 25 basis points per annum, based on daily average availability during the previous calendar quarter. At June 30, 2014, our commitment fee was 37.5 basis points. Our obligations under the ABL Agreement are secured by a first-priority perfected lien on all of our U.S. receivables and inventory, certain cash and other supporting obligations. Borrowings are not subject to any financial maintenance covenants unless excess availability is less than the greater of $22.5 million and 10% of the aggregate commitments under the ABL Agreement. Excess availability based on June 30, 2014 data, as reduced by outstanding letters of credit and accrued fees and expenses of $29.1 million, was $161.5 million.
8.75% Senior Unsecured Notes. The 8.75% Senior Unsecured Notes (“Senior Unsecured Notes”) mature on September 1, 2020. The Senior Unsecured Notes balance at June 30, 2014 is net of $1.8 million of unamortized discount. Based on quoted market prices, the outstanding Senior Unsecured Notes had a fair value of $199.4 million at June 30, 2014.
During the quarter ended March 31, 2013, we redeemed $22.5 million aggregate principal amount of the Senior Unsecured Notes at a redemption price of 103% of the principal amount, plus accrued and unpaid interest and recorded a loss on early extinguishment of debt of $1.4 million. After August 31, 2015, we may redeem the Senior Unsecured Notes at specified redemption prices. Upon a Change of Control (as defined in the indenture securing the Senior Unsecured Notes), we are required to offer to purchase the outstanding Senior Unsecured Notes at a purchase price of 101% of the principal amount. The Senior Unsecured Notes are guaranteed by essentially all of our U.S. subsidiaries, but are subordinate to borrowings under the ABL Agreement.
The indenture securing the Senior Unsecured Notes contains customary covenants and events of default, including covenants that limit our ability to incur debt, pay dividends and make investments. We believe we were compliant with these covenants at June 30, 2014 and expect to remain in compliance through June 30, 2015.
7.375% Senior Subordinated Notes. The 7.375% Senior Subordinated Notes (“Senior Subordinated Notes”) mature on June 1, 2017. Based on quoted market prices, the outstanding Senior Subordinated Notes had a fair value of $426.3 million at June 30, 2014.
On July 30, 2014, we announced our intention to redeem $55.0 million principal amount of the Senior Subordinated Notes at a redemption price of 101.229% of the principal amount on August 29, 2014. We we expect to record a loss on early extinguishment of debt of $1.0 million on the redemption date.
We may redeem any portion of the Senior Subordinated Notes at specified redemption prices, subject to restrictions in the Senior Unsecured Notes. Upon a Change of Control (as defined in the indenture securing the Senior Subordinated Notes), we are required to offer to purchase the outstanding Senior Subordinated Notes at a purchase price of 101% of the principal amount. The Senior Subordinated Notes are guaranteed by essentially all of our U.S. subsidiaries, but are subordinate to the borrowings under the ABL Agreement and the Senior Unsecured Notes.
The indenture securing the Senior Subordinated Notes contains customary covenants and events of default, including covenants that limit our ability to incur debt, pay dividends and make investments. We believe we were compliant with these covenants at June 30, 2014 and expect to remain in compliance through June 30, 2015.

8


Note. 5
Retirement Plans
The components of net periodic benefit cost allocated to continuing operations for defined benefit pension plans are as follows.
 
Three months ended
 
Nine months ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
 
(in millions)
Service cost
$
0.4

 
$
0.5

 
$
1.2

 
$
1.5

Interest cost
5.0

 
1.6

 
15.0

 
4.8

Expected return on plan assets
(6.0
)
 
(2.2
)
 
(17.9
)
 
(6.5
)
Amortization of actuarial net loss
0.9

 
0.8

 
2.7

 
2.3

Net periodic benefit cost
$
0.3

 
$
0.7

 
$
1.0

 
$
2.1

The amortization of actuarial losses, net of tax, is recorded as a component of other comprehensive income (loss).
We expect to make $0.7 million of contributions to our U.S. pension plan during 2014. For financial reporting purposes, our U.S. pension plan obligations were 99% funded at September 30, 2013.
We ceased postretirement medical benefits substantially on December 31, 2012. Related to this cessation of benefits, we recorded a benefit of $7.4 million, which is included in income from discontinued operations for the nine months ended June 30, 2013.
Note 6.
Stock-based Compensation Plans
From time to time, we grant various forms of stock-based compensation, including stock options, restricted stock units, and both cash-settled and stock-settled performance-based restricted stock units ("PRSUs") under our Amended and Restated 2006 Mueller Water Products, Inc. Stock Incentive Plan (the “2006 Stock Plan”).
PRSUs represent a target number of units that may be paid out at the end of a multi-year award cycle consisting of annual performance periods coinciding with our fiscal years. As determined at the date of grant, PRSUs may settle in cash-value equivalent of, or directly in, shares of our common stock. Settlement will range from zero to two times the number of PRSUs granted, depending on our financial performance against predetermined targets.
The cash-settled PRSUs granted in the quarter ended December 31, 2012 will settle in the quarter ending December 31, 2014. Outstanding cash-settled PRSUs had a fair value of $8.64 per share at June 30, 2014 and our liability for cash-settled PRSUs was $2.9 million at June 30, 2014.
The stock-settled PRSUs granted in the quarters ended December 31, 2012 and 2013 will settle in the quarters ending December 31, 2015 and 2016, respectively. The stock prices used to value the awards were $5.22 for the 2013 performance period and $8.52 for the 2014 performance period.
From time to time, we grant Phantom Plan awards under the Mueller Water Products, Inc. Phantom Plan (“Phantom Plan”). At June 30, 2014, the outstanding Phantom Plan awards had a fair value of $8.64 per award and our liability for Phantom Plan awards was $2.8 million.

9


We granted stock-based compensation awards under the 2006 Stock Plan, the Mueller Water Products, Inc. 2006 Employee Stock Purchase Plan and the Phantom Plan during the nine months ended June 30, 2014 as follows.    
 
Number granted
 
Weighted average grant date fair value per instrument
 
Total grant date fair value (in millions)
Quarter ended December 31, 2013:
 
 
 
 
 
Restricted stock units
333,816

 
$
8.50

 
$
2.8

Employee stock purchase plan instruments
56,643

 
1.87

 
0.1

Phantom Plan awards
304,815

 
8.52

 
2.6

PRSUs
272,531

 
8.52

 
2.3

Quarter ended March 31, 2014:
 
 
 
 
 
Restricted stock units
47,196

 
8.58

 
0.4

Non-qualified stock options
86,904

 
5.13

 
0.4

Employee stock purchase plan instruments
52,980

 
1.80

 
0.1

Quarter ended June 30, 2014:
 
 
 
 
 
Employee stock purchase plan instruments
46,067

 
2.10

 
0.1

 
 
 
 
 
$
8.8

We recorded stock-based compensation expense in continuing operations of $2.1 million and $2.9 million during the three months ended June 30, 2014 and 2013, respectively, and $8.2 million and $8.5 million during the nine months ended June 30, 2014 and 2013, respectively. At June 30, 2014, there was approximately $5.3 million of unrecognized compensation expense related to stock-based awards.
We exclude stock-based compensation instruments from the calculations of diluted earnings per share when inclusion of such instruments would have an antidilutive effect. We excluded 1,117,275 and 1,499,916 of such instruments from the calculations of diluted earnings per share for the quarters ended June 30, 2014 and 2013, respectively, and 1,103,986 and 1,456,579 of such instruments for the nine months ended June 30, 2014 and 2013, respectively.

10


Note 7.
Supplemental Balance Sheet Information
Selected supplemental balance sheet information is presented below.
 
June 30,
 
September 30,
 
2014
 
2013
 
(in millions)
Inventories:
 
 
 
Purchased components and raw material
$
70.7

 
$
75.4

Work in process
33.3

 
38.6

Finished goods
88.0

 
94.5

 
$
192.0

 
$
208.5

Other current assets:
 
 
 
Maintenance and repair tooling
$
22.6

 
$
22.5

Income taxes
14.5

 
14.9

Other
9.4

 
8.7

 
$
46.5

 
$
46.1

Property, plant and equipment:
 
 
 
Land
$
10.4

 
$
10.6

Buildings
78.3

 
75.5

Machinery and equipment
324.5

 
305.7

Construction in progress
17.8

 
19.6

 
431.0

 
411.4

Accumulated depreciation
(288.2
)
 
(269.5
)
 
$
142.8

 
$
141.9

Other current liabilities:
 
 
 
Compensation and benefits
$
32.7

 
$
37.3

Customer rebates
13.6

 
15.5

Interest
8.2

 
12.0

Taxes other than income taxes
4.6

 
5.0

Warranty
2.4

 
2.8

Income taxes
1.8

 
1.3

Restructuring
1.0

 

Environmental
0.1

 
0.2

Other
6.2

 
6.5

 
$
70.6

 
$
80.6


11


Note 8.
Segment Information
Summarized financial information for our segments is presented below for the periods ended June 30.
 
Three months ended
 
Nine months ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
 
(in millions)
Net sales, excluding intercompany:
 
 
 
 
 
 
 
Mueller Co.
$
214.0

 
$
199.3

 
$
570.3

 
$
538.5

Anvil
104.5

 
100.1

 
293.7

 
289.1

 
$
318.5

 
$
299.4

 
$
864.0

 
$
827.6

Intercompany sales:
 
 
 
 
 
 
 
Mueller Co.
$
1.6

 
$
2.2

 
$
4.8

 
$
5.4

Anvil

 

 
0.1

 
0.1

 
$
1.6

 
$
2.2

 
$
4.9

 
$
5.5

Operating income (loss):
 
 
 
 
 
 
 
Mueller Co.
$
42.2

 
$
30.2

 
$
84.3

 
$
61.5

Anvil
9.5

 
12.3

 
24.3

 
27.3

Corporate
(9.9
)
 
(9.6
)
 
(27.5
)
 
(24.7
)
 
$
41.8

 
$
32.9

 
$
81.1

 
$
64.1

Depreciation and amortization:
 
 
 
 
 
 
 
Mueller Co.
$
10.4

 
$
10.9

 
$
31.6

 
$
33.5

Anvil
3.5

 
3.6

 
10.6

 
10.6

Corporate
0.1

 
0.1

 
0.3

 
0.3

 
$
14.0

 
$
14.6

 
$
42.5

 
$
44.4

Restructuring:
 
 
 
 
 
 
 
Mueller Co.
$
0.2

 
$
0.2

 
$
1.9

 
$
1.2

Anvil

 

 
1.1

 
0.1

 
$
0.2

 
$
0.2

 
$
3.0

 
$
1.3

Capital expenditures:
 
 
 
 
 
 
 
Mueller Co.
$
5.0

 
$
6.6

 
$
15.9

 
$
15.5

Anvil
2.2

 
2.3

 
9.4

 
8.3

Corporate

 
0.1

 
0.2

 
0.1

 
$
7.2

 
$
9.0

 
$
25.5

 
$
23.9


Note 9.
Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss is presented below.
 
Foreign currency translation
 
Minimum pension liability, net of tax
 
Total
 
(in millions)
Balance at September 30, 2013
$
6.8

 
$
(35.4
)
 
$
(28.6
)
Current period other comprehensive loss
(1.9
)
 
(9.0
)
 
(10.9
)
Balance at June 30, 2014
$
4.9

 
$
(44.4
)
 
$
(39.5
)

12


Note 10.
Commitments and Contingencies
We are involved in various legal proceedings that have arisen in the normal course of operations, including the proceedings summarized below. The effect of the outcome of these matters on our financial statements cannot be predicted with certainty as any such effect depends on the amount and timing of the resolution of such matters. Other than the litigation described below, we do not believe that any of our outstanding litigation will have a material adverse effect on our business or prospects.
Environmental. We are subject to a wide variety of laws and regulations concerning the protection of the environment, both with respect to the operations at many of our properties and with respect to remediating environmental conditions that may exist at our own or other properties. We strive to comply with federal, state and local environmental laws and regulations. We accrue for environmental expenses resulting from existing conditions that relate to past operations when the costs are probable and reasonably estimable.
In the acquisition agreement pursuant to which a predecessor to Tyco sold our Mueller Co. and Anvil businesses to the prior owners of these businesses in August 1999, Tyco agreed to indemnify us and our affiliates, among other things, for all “Excluded Liabilities.” Excluded Liabilities include, among other things, substantially all liabilities relating to the time prior to August 1999, including environmental liabilities. The indemnity survives indefinitely. Tyco's indemnity does not cover liabilities to the extent caused by us or the operation of our businesses after August 1999, nor does it cover liabilities arising with respect to businesses or sites acquired after August 1999. Since 2007, Tyco has engaged in multiple corporate restructurings, split-offs and divestitures. While none of these transactions directly affects the indemnification obligations of the Tyco indemnitors under the 1999 acquisition agreement, the result of such transactions is that the assets of, and control over, such Tyco indemnitors has changed. Should any of these Tyco indemnitors become financially unable or fail to comply with the terms of the indemnity, we may be responsible for such obligations or liabilities.
In September 1987, we implemented an Administrative Consent Order (“ACO”) for our Burlington, New Jersey property, which was required under the New Jersey Environmental Cleanup Responsibility Act (now known as the Industrial Site Recovery Act). The ACO required soil and ground-water cleanup, and we completed, and received final approval on, the soil cleanup required by the ACO. We retained this property related to the sale of our former U.S. Pipe segment. We expect ground-water issues as well as issues associated with the demolition of former manufacturing facilities at this site will continue and remediation by us could be required. Long-term ground-water monitoring may also be required, but we do not know how long such monitoring would be required and do not believe monitoring or further remediation costs, if any, will have a material adverse effect on any of our financial statements.
On July 13, 2010, Rohcan Investments Limited, the former owner of property leased by Mueller Canada Ltd. and located in Milton, Ontario, filed suit against Mueller Canada Ltd. and its directors seeking C$10.0 million in damages arising from the defendants' alleged environmental contamination of the property and breach of lease. Mueller Canada Ltd. leased the property from 1988 through 2008. We are pursuing indemnification from a former owner for certain potential liabilities that are alleged in this lawsuit, and we have accrued for other liabilities not covered by indemnification.  On December 7, 2011, the Court denied the plaintiff's motion for summary judgment.
Walter Energy-related Income Taxes. Each member of a consolidated group for federal income tax purposes is severally liable for the federal income tax liability of each other member of the consolidated group for any year in which it is a member of the group at any time during such year. Each member of the Walter Energy consolidated group, which included us through December 14, 2006, is also jointly and severally liable for pension and benefit funding and termination liabilities of other group members, as well as certain benefit plan taxes. Accordingly, we could be liable under such provisions in the event any such liability is incurred, and not discharged, by any other member of the Walter Energy consolidated group for any period during which we were included in the Walter Energy consolidated group.
A dispute exists with regard to federal income taxes for 1980 through 1994 allegedly owed by the Walter Energy consolidated group. According to Walter Energy's last available public filing on the matter, Walter Energy's management estimated that the amount of tax claimed by the IRS was approximately $34.0 million for issues currently in dispute in bankruptcy court for matters unrelated to us. This amount is subject to interest and penalties. Of the $34.0 million in claimed tax, $21.0 million represents issues in which the IRS is not challenging the deductibility of the particular expense but only whether such expense is deductible in a particular year. Walter Energy's management believes that Walter Energy's financial exposure should be limited to interest and possible penalties and the amount of any tax claimed will be offset by favorable adjustments in other years.
In addition, the IRS previously issued a Notice of Proposed Deficiency assessing additional tax of $82.2 million for the fiscal years ended May 31, 2000 through December 31, 2005. Walter Energy filed a formal protest with the IRS, but had not reached a final resolution with the Appeals Division at June 30, 2014. The unresolved issues relate primarily to Walter Energy's

13


method of recognizing revenue on the sale of homes and related interest on the installment notes receivable. The items at issue relate primarily to the timing of revenue recognition and consequently, should the IRS prevail on its positions, Walter Energy's financial exposure should be limited to interest and penalties. As a matter of law, we are jointly and severally liable for any final tax determination for any year in which any of our subsidiaries were members of the Walter Energy consolidated group, which means that we would be liable in the event Walter Energy is unable to pay any amounts owed. Walter Energy has disclosed that it believes its filing positions have substantial merit and that it intends to defend vigorously any claims asserted.
Walter Energy effectively controlled all of our tax decisions for periods during which we were a member of the Walter Energy consolidated group for federal income tax purposes and certain combined, consolidated or unitary state and local income tax groups. Under the terms of the income tax allocation agreement between us and Walter Energy dated May 26, 2006, we generally compute our tax liability on a stand-alone basis, but Walter Energy has sole authority to respond to and conduct all tax proceedings (including tax audits) relating to our federal income and combined state tax returns, to file all such tax returns on our behalf and to determine the amount of our liability to (or entitlement to payment from) Walter Energy for such previous periods. This arrangement may result in conflicts between Walter Energy and us.
Our separation from Walter Energy on December 14, 2006 was intended to qualify as a tax-free spin-off under Section 355 of the Internal Revenue Code. In addition, the tax allocation agreement provides that if the spin-off is determined not to be tax-free pursuant to Section 355, we generally will be responsible for any taxes incurred by Walter Energy or its shareholders if such taxes result from certain of our actions or omissions and for a percentage of any such taxes that are not a result of our actions or omissions or Walter Energy's actions or omissions or taxes based upon our market value relative to Walter Energy's market value. Additionally, to the extent that Walter Energy was unable to pay taxes, if any, attributable to the spin-off and for which it is responsible under the tax allocation agreement, we could be liable for those taxes as a result of being a member of the Walter Energy consolidated group for the year in which the spin-off occurred.
In accordance with the income tax allocation agreement, Walter Energy used certain tax assets of one of our predecessors in its calendar 2006 tax return for which payment to us is required. The income tax allocation agreement only requires Walter Energy to make the payment upon realization of the tax benefit by receiving a refund or otherwise offsetting taxes due. Walter Energy currently owes us $11.6 million, which includes recent tax audit and amended tax return adjustments, that is payable pending completion of an IRS audit of Walter Energy's 2006 tax year and the related refund of tax from that year. This receivable is included in other current assets at June 30, 2014.
Indemnifications. We are a party to contracts in which it is common for us to agree to indemnify third parties for certain liabilities that arise out of or relate to the subject matter of the contract. In some cases, this indemnity extends to related liabilities arising from the negligence of the indemnified parties, but usually excludes any liabilities caused by gross negligence or willful misconduct. We cannot estimate the potential amount of future payments under these indemnities until events arise that would trigger a liability under the indemnities.
Additionally, in connection with the sale of assets and the divestiture of businesses, such as the divestiture of our U.S. Pipe segment, we may agree to indemnify buyers and related parties for certain losses or liabilities incurred by these parties with respect to: (i) the representations and warranties made by us to these parties in connection with the sale and (ii) liabilities related to the pre-closing operations of the assets or business sold. Indemnities related to pre-closing operations generally include certain environmental and tax liabilities and other liabilities not assumed by these parties in the transaction.
Indemnities related to the pre-closing operations of sold assets or businesses normally do not represent additional liabilities to us, but simply serve to protect these parties from potential liability associated with our obligations existing at the time of the sale. As with any liability, we have accrued for those pre-closing obligations that are considered probable and reasonably estimable. Should circumstances change, increasing the likelihood of payments related to a specific indemnity, we will accrue a liability when future payment is probable and the amount is reasonably estimable.
Other Matters. In April 2014, Anvil sold the production equipment and certain inventory at its Bloomington, Minnesota location for an immaterial gain. Anvil also signed a supply agreement with the buyer and withdrew from the only multi-employer pension plan in which the Company had participated. At June 30, 2014, we maintained an accrual for our estimated withdrawal liability of $1.0 million, although the ultimate liability could differ materially from our estimate. Also in April 2014, Anvil entered into an agreement to sell the land and buildings at this location, which had a net book value of $0.8 million at June 30, 2014, for estimated net proceeds of $3.5 million. We expect this sale will close during the second half of calendar 2014.
We are party to a number of other lawsuits arising in the ordinary course of business, including product liability cases for products manufactured by us or third parties. We provide for costs relating to these matters when a loss is probable and the amount is reasonably estimable. Administrative costs related to these matters are expensed as incurred. The effect of the

14


outcome of these matters on our future financial statements cannot be predicted with certainty as any such effect depends on the amount and timing of the resolution of such matters. While the results of litigation cannot be predicted with certainty, we believe that the final outcome of such other litigation is not likely to have a materially adverse effect on our business or prospects.
Note 11.
Subsequent Events
On July 1, 2014, we completed the acquisition of certain assets of Lined Valve Company Inc., a privately-held company which will become part of our Pratt product line, for $10.0 million, subject to a purchase price adjustment. Lined Valve Company Inc. reported net sales of $10.6 million for calendar 2013.
On July 22, 2014, our board of directors declared a dividend of $0.0175 per share on our common stock, payable on or about August 20, 2014 to stockholders of record at the close of business on August 11, 2004.
On July 30, 2014, we announced our intention to redeem $55.0 million principal amount of the Senior Subordinated Notes at a redemption price of 101.229% of the principal amount on August 29, 2014. We expect to record a loss on early extinguishment of debt of $1.0 million on the redemption date.

15


Note 12.
Consolidating Guarantor and Non-Guarantor Financial Information
The following information is included as a result of the guarantee by certain of our 100% owned U.S. subsidiaries (“Guarantor Companies”) of the Senior Unsecured Notes and the Senior Subordinated Notes. None of our other subsidiaries guarantee the Senior Unsecured Notes and the Senior Subordinated Notes. Each of the guarantees is joint and several and full and unconditional. Guarantor Companies are listed below.
Name
 
State of
incorporation
or organization
 
 
 
Anvil International, LLC
 
Delaware
Echologics, LLC
 
Delaware
Henry Pratt Company, LLC
 
Delaware
Henry Pratt International, LLC
 
Delaware
Hydro Gate, LLC
 
Delaware
J.B. Smith Mfg. Co., LLC
 
Delaware
James Jones Company, LLC
 
Delaware
Milliken Valve, LLC
 
Delaware
Mueller Co. LLC
 
Delaware
Mueller Group, LLC
 
Delaware
Mueller Group Co-Issuer, Inc.
 
Delaware
Mueller International, L.L.C.
 
Delaware
Mueller Property Holdings, LLC
 
Delaware
Mueller Co. International Holdings, LLC
 
Delaware
Mueller Service California, Inc.
 
Delaware
Mueller Service Co., LLC
 
Delaware
Mueller Systems, LLC
 
Delaware
OSP, LLC
 
Delaware
U.S. Pipe Valve & Hydrant, LLC
 
Delaware
The Condensed Consolidating Statements of Cash Flows below present intercompany cash transfers as financing or investing cash flows, rather than as operating cash flows as was previously our practice. The prior period presentation has been updated to conform to the current period presentation.

16


Mueller Water Products, Inc. and Subsidiaries
Condensed Consolidating Balance Sheet
June 30, 2014
 
Issuer    
 
Guarantor
 companies 
 
Non-
guarantor
 companies 
 
Eliminations
 
Total    
 
 
 
 
 
(in millions)
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
120.5

 
$
(2.8
)
 
$
33.2

 
$

 
$
150.9

Receivables, net
0.2

 
163.4

 
19.7

 

 
183.3

Inventories

 
180.7

 
11.3

 

 
192.0

Deferred income taxes
40.1

 

 
0.4

 

 
40.5

Other current assets
18.5

 
25.4

 
2.6

 

 
46.5

Total current assets
179.3

 
366.7

 
67.2

 

 
613.2

Property, plant and equipment
1.4

 
133.5

 
7.9

 

 
142.8

Identifiable intangible assets

 
530.9

 
2.0

 

 
532.9

Other noncurrent assets
12.4

 
0.3

 
1.3

 

 
14.0

Investment in subsidiaries
261.9

 
39.0

 

 
(300.9
)
 

Intercompany accounts
882.7

 

 

 
(882.7
)
 

Total assets
$
1,337.7

 
$
1,070.4

 
$
78.4

 
$
(1,183.6
)
 
$
1,302.9

Liabilities and stockholders' equity:
 
 
 
 
 
 
 
 
 
Current portion of long-term debt
$
55.0

 
$
1.3

 
$

 
$

 
$
56.3

Accounts payable
4.7

 
74.2

 
5.7

 

 
84.6

Other current liabilities
25.9

 
39.7

 
5.0

 

 
70.6

Total current liabilities
85.6

 
115.2

 
10.7

 

 
211.5

Long-term debt
543.2

 
1.3

 

 

 
544.5

Deferred income taxes
161.6

 

 
0.6

 

 
162.2

Other noncurrent liabilities
33.6

 
6.6

 
0.7

 

 
40.9

Intercompany accounts
169.9

 
685.4

 
27.4

 
(882.7
)
 

Total liabilities
993.9

 
808.5

 
39.4

 
(882.7
)
 
959.1

 Stockholders' equity
343.8

 
261.9

 
39.0

 
(300.9
)
 
343.8

Total liabilities and stockholders' equity
$
1,337.7

 
$
1,070.4

 
$
78.4

 
$
(1,183.6
)
 
$
1,302.9


17


Mueller Water Products, Inc. and Subsidiaries
Condensed Consolidating Balance Sheet
September 30, 2013
 
Issuer    
 
Guarantor
 companies 
 
Non-
guarantor
 companies 
 
Eliminations
 
Total    
 
 
 
 
 
(in millions)
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
86.6

 
$
(2.3
)
 
$
39.3

 
$

 
$
123.6

Receivables, net
0.1

 
150.4

 
14.0

 

 
164.5

Inventories

 
195.3

 
13.2

 

 
208.5

Deferred income taxes
26.3

 

 
0.4

 

 
26.7

Other current assets
18.2

 
25.7

 
2.2

 

 
46.1

Total current assets
131.2

 
369.1

 
69.1

 

 
569.4

Property, plant and equipment
1.5

 
132.0

 
8.4

 

 
141.9

Identifiable intangible assets

 
551.3

 
1.8

 

 
553.1

Other noncurrent assets
16.0

 
0.2

 
1.3

 

 
17.5

Investment in subsidiaries
155.2

 
39.2

 

 
(194.4
)
 

Intercompany accounts
882.7

 

 

 
(882.7
)
 

Total assets
$
1,186.6

 
$
1,091.8

 
$
80.6

 
$
(1,077.1
)
 
$
1,281.9

Liabilities and stockholders' equity:
 
 
 
 
 
 
 
 
 
Current portion of long-term debt
$

 
$
1.3

 
$

 
$

 
$
1.3

Accounts payable
4.6

 
90.0

 
6.6

 

 
101.2

Other current liabilities
29.7

 
46.6

 
4.3

 

 
80.6

Total current liabilities
34.3

 
137.9

 
10.9

 

 
183.1

Long-term debt
598.0

 
1.5

 

 

 
599.5

Deferred income taxes
140.9

 

 
0.6

 

 
141.5

Other noncurrent liabilities
21.3

 
7.5

 
0.8

 

 
29.6

Intercompany accounts
63.9

 
789.7

 
29.1

 
(882.7
)
 

Total liabilities
858.4

 
936.6

 
41.4

 
(882.7
)
 
953.7

 Stockholders' equity
328.2

 
155.2

 
39.2

 
(194.4
)
 
328.2

Total liabilities and stockholders' equity
$
1,186.6

 
$
1,091.8

 
$
80.6

 
$
(1,077.1
)
 
$
1,281.9


18


Mueller Water Products, Inc. and Subsidiaries
Condensed Consolidating Statement of Operations
Three months ended June 30, 2014
 
Issuer    
 
Guarantor
 companies 
 
Non-
guarantor
 companies 
 
Eliminations
 
Total    
 
 
 
 
 
(in millions)
 
 
 
 
Net sales
$

 
$
282.8

 
$
35.7

 
$

 
$
318.5

Cost of sales

 
188.8

 
32.4

 

 
221.2

Gross profit

 
94.0

 
3.3

 

 
97.3

Operating expenses:
 
 
 
 
 
 
 
 
 
Selling, general and administrative
9.8

 
42.6

 
2.9

 

 
55.3

Restructuring

 
0.1

 
0.1

 

 
0.2

Total operating expenses
9.8

 
42.7

 
3.0

 

 
55.5

Operating income (loss)
(9.8
)
 
51.3

 
0.3

 

 
41.8

Interest expense (income), net
12.4

 
0.1

 

 

 
12.5

Income (loss) before income taxes
(22.2
)
 
51.2

 
0.3

 

 
29.3

Income tax expense (benefit)
(8.7
)
 
19.3

 
0.2

 

 
10.8

Equity in income of subsidiaries
32.0

 
0.1

 

 
(32.1
)
 

Net income
$
18.5

 
$
32.0

 
$
0.1

 
$
(32.1
)
 
$
18.5

Mueller Water Products, Inc. and Subsidiaries
Condensed Consolidating Statement of Operations
Three months ended June 30, 2013
 
Issuer    
 
Guarantor
 companies 
 
Non-
guarantor
 companies 
 
Eliminations
 
Total    
 
 
 
 
 
(in millions)
 
 
 
 
Net sales
$

 
$
263.6

 
$
35.8

 
$

 
$
299.4

Cost of sales

 
181.0

 
28.4

 

 
209.4

Gross profit

 
82.6

 
7.4

 

 
90.0

Operating expenses:
 
 
 
 
 
 
 
 
 
Selling, general and administrative
9.5

 
43.7

 
3.7

 

 
56.9

Restructuring

 
0.2

 

 

 
0.2

Total operating expenses
9.5

 
43.9

 
3.7

 

 
57.1

Operating income (loss)
(9.5
)
 
38.7

 
3.7

 

 
32.9

Interest expense (income), net
12.7

 
0.1

 
(0.1
)
 

 
12.7

Income (loss) before income taxes
(22.2
)
 
38.6

 
3.8

 

 
20.2

Income tax expense (benefit)
(4.1
)
 
6.6

 
1.7

 

 
4.2

Equity in income of subsidiaries
34.1

 
2.1

 

 
(36.2
)
 

Income from continuing operations
16.0

 
34.1

 
2.1

 
(36.2
)
 
16.0

Loss from discontinued operations
(1.9
)
 

 

 

 
(1.9
)
Net income
$
14.1

 
$
34.1

 
$
2.1

 
$
(36.2
)
 
$
14.1



19


Mueller Water Products, Inc. and Subsidiaries
Condensed Consolidating Statement of Operations
Nine months ended June 30, 2014
 
Issuer    
 
Guarantor
 companies 
 
Non-
guarantor
 companies 
 
Eliminations
 
Total    
 
 
 
 
 
(in millions)
 
 
 
 
Net sales
$

 
$
785.2

 
$
78.8

 
$

 
$
864.0

Cost of sales

 
549.4

 
68.0

 

 
617.4

Gross profit

 
235.8

 
10.8

 

 
246.6

Operating expenses:
 
 
 
 
 
 
 
 
 
Selling, general and administrative
27.3

 
126.0

 
9.2

 

 
162.5

Restructuring

 
2.9

 
0.1

 

 
3.0

Total operating expenses
27.3

 
128.9

 
9.3

 

 
165.5

Operating income (loss)
(27.3
)
 
106.9

 
1.5

 

 
81.1

Interest expense (income), net
37.6

 
0.2

 
(0.2
)
 

 
37.6

Income (loss) before income taxes
(64.9
)
 
106.7

 
1.7

 

 
43.5

Income tax expense (benefit)
(25.5
)
 
39.3

 
0.4

 

 
14.2

Equity in income of subsidiaries
68.7

 
1.3

 

 
(70.0
)
 

Net income
$
29.3

 
$
68.7

 
$
1.3

 
$
(70.0
)
 
$
29.3

Mueller Water Products, Inc. and Subsidiaries
Condensed Consolidating Statement of Operations
Nine months ended June 30, 2013
 
Issuer    
 
Guarantor
 companies 
 
Non-
guarantor
 companies 
 
Eliminations
 
Total    
 
 
 
 
 
(in millions)
 
 
 
 
Net sales
$

 
$
743.4

 
$
84.2

 
$

 
$
827.6

Cost of sales

 
534.2

 
69.0

 

 
603.2

Gross profit

 
209.2

 
15.2

 

 
224.4

Operating expenses:
 
 
 
 
 
 
 
 
 
Selling, general and administrative
24.6

 
124.5

 
9.9

 

 
159.0

Restructuring

 
1.3

 

 

 
1.3

Total operating expenses
24.6

 
125.8

 
9.9

 

 
160.3

Operating income (loss)
(24.6
)
 
83.4

 
5.3

 

 
64.1

Interest expense (income), net
39.0

 
0.2

 
(0.2
)
 

 
39.0

Loss on early extinguishment of debt
1.4

 

 

 

 
1.4

Income (loss) before income taxes
(65.0
)
 
83.2

 
5.5

 

 
23.7

Income tax expense (benefit)
(14.5
)
 
17.8

 
1.8

 

 
5.1

Equity in income of subsidiaries
69.1

 
3.7

 

 
(72.8
)
 

Income from continuing operations
18.6

 
69.1

 
3.7

 
(72.8
)
 
18.6

Income from discontinued operations
8.7

 

 

 

 
8.7

Net income
$
27.3

 
$
69.1

 
$
3.7

 
$
(72.8
)
 
$
27.3




20


Mueller Water Products, Inc. and Subsidiaries
Condensed Consolidating Statement of Comprehensive Income
Three months ended June 30, 2014
 
Issuer    
 
Guarantor
 companies 
 
Non-
guarantor
 companies 
 
Eliminations
 
Total    
 
 
 
 
 
(in millions)
 
 
 
 
Net income
$
18.5

 
$
32.0

 
$
0.1

 
$
(32.1
)
 
$
18.5

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
Minimum pension liability, net of tax
(3.0
)
 

 

 

 
(3.0
)
Equity in other comprehensive income of subsidiaries
2.1

 
2.1

 

 
(4.2
)
 

Foreign currency translation

 

 
2.1

 

 
2.1

 
(0.9
)
 
2.1

 
2.1

 
(4.2
)
 
(0.9
)
Comprehensive income
$
17.6

 
$
34.1

 
$
2.2

 
$
(36.3
)
 
$
17.6

Mueller Water Products, Inc. and Subsidiaries
Condensed Consolidating Statement of Comprehensive Income
Three months ended June 30, 2013
 
Issuer    
 
Guarantor
 companies 
 
Non-
guarantor
 companies 
 
Eliminations
 
Total    
 
 
 
 
 
(in millions)
 
 
 
 
Net income
$
14.1

 
$
34.1

 
$
2.1

 
$
(36.2
)
 
$
14.1

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
Minimum pension liability, net of tax
2.3

 

 

 

 
2.3

Equity in other comprehensive loss of subsidiaries
(1.9
)
 
(1.9
)