mwa-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐ 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)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01	MWA	New York Stock Exchange

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 ☒ No ☐

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 ☒ No ☐

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 ☒ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

There were 155,712,887 shares of common stock of the registrant outstanding at May 3, 2024.

TABLE OF CONTENTS



ITEM		PAGE
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Unaudited Condensed Consolidated Balance Sheets - March 31, 2024 and September 30, 2023	3
	Unaudited Condensed Consolidated Statements of Operations - Three and Six Months Ended March 31, 202 4 and 202 3	4
	Unaudited Condensed Consolidated Statements of Comprehensive Income - Three and Six Months Ended March 31, 202 4 and 202 3	5
	Unaudited Condensed Consolidated Statements of Stockholders' Equity - Three and Six Months Ended March 31, 202 4 and 202 3	6
	Unaudited Condensed Consolidated Statements of Cash Flows - S ix Months Ended March 31, 202 4 and 202 3	7
	Notes to the Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 4.	Controls and Procedures	34

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 5.	Other Information	35
Item 6.	Exhibits	36
	Signatures	36

Table of Contents

PART I

Item 1. FINANCIAL STATEMENTS

MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	March 31,		September 30,
	2024		2023
	(in millions, except share amounts)
Assets:
Cash and cash equivalents	$	179.2	$	160.3
Receivables, net of allowance for credit losses of $8.4 million and $7.3 million	229.7		217.1
Inventories, net	307.3		297.9
Other current assets	32.4		31.5
Total current assets	748.6		706.8
Property, plant and equipment, net	309.1		311.7
Intangible assets, net	322.3		334.0
Goodwill, net	97.0		93.7
Other noncurrent assets	62.4		58.8
Total assets	$	1,539.4	$	1,505.0

Liabilities and stockholders’ equity:
Current portion of long-term debt	$	0.7	$	0.7
Accounts payable	96.7		102.9
Other current liabilities	114.9		115.2
Total current liabilities	212.3		218.8
Long-term debt	448.0		446.7
Deferred income taxes	64.7		73.8
Other noncurrent liabilities	59.9		54.2
Total liabilities	784.9		793.5

Commitments and contingencies (Note 10.)

Preferred stock: par value $0.01 per share; 60,000,000 shares authorized; none outstanding at March 31, 2024, and September 30, 2023	—		—
Common stock: par value $0.01 per share; 600,000,000 shares authorized; 155,681,228 and 155,871,932 shares outstanding at March 31, 2024, and September 30, 2023, respectively	1.6		1.6
Additional paid-in capital	1,214.7		1,240.4
Accumulated deficit	(423.2)		(481.8)
Accumulated other comprehensive loss	(38.6)		(48.7)
Total stockholders' equity	754.5		711.5
Total liabilities and stockholders' equity	$	1,539.4	$	1,505.0

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

Table of Contents

MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three months ended				Six months ended
	March 31,				March 31,
	2024		2023		2024		2023

	(in millions, except per share amounts)
Net sales	$	353.4	$	332.9	$	609.8	$	647.7
Cost of sales	223.0		235.1		393.1		456.7
Gross profit	130.4		97.8		216.7		191.0
Operating expenses:
Selling, general and administrative	63.7		64.2		120.6		127.1
Strategic reorganization and other charges (benefits)	3.2		0.7		9.8		(3.0)
Total operating expenses	66.9		64.9		130.4		124.1
Operating income	63.5		32.9		86.3		66.9
Other expenses:
Pension expense other than service	1.0		1.0		2.0		1.9
Interest expense, net	3.6		3.9		6.9		7.6
Other expense	—		—		1.6		—
Total other expenses, net	4.6		4.9		10.5		9.5
Income before income taxes	58.9		28.0		75.8		57.4
Income tax expense	14.6		6.7		17.2		13.6
Net income	$	44.3	$	21.3	$	58.6	$	43.8

Net income per share:
Basic	$	0.28	$	0.14	$	0.38	$	0.28
Diluted	$	0.28	$	0.14	$	0.37	$	0.28

Weighted average shares outstanding:
Basic	156.0		156.3		156.0		157.9
Diluted	156.7		156.9		156.6		158.5

Dividends declared per share	$	0.064	$	0.061	$	0.128	$	0.122

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

Table of Contents

MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


	Three months ended				Six months ended
	March 31,				March 31,
	2024		2023		2024		2023

	(in millions)
Net income	$	44.3	$	21.3	$	58.6	$	43.8
Other comprehensive income (loss), net of income tax:
Pension actuarial amortization	0.6		0.6		1.2		1.2
Foreign currency translation	(4.4)		(2.1)		8.9		1.9
Total other comprehensive income (loss), net of income tax	(3.8)		(1.5)		10.1		3.1
Comprehensive income	$	40.5	$	19.8	$	68.7	$	46.9

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

Table of Contents

MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)


	Common stock		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive (loss) income		Total
	(in millions)
Balance at September 30, 2023	$	1.6	$	1,240.4	$	(481.8)	$	(48.7)	$	711.5
Net income	—		—		14.3		—		14.3
Dividends declared	—		(10.0)		—		—		(10.0)
Stock-based compensation	—		2.6		—		—		2.6
Shares retained for employee taxes	—		(1.5)		—		—		(1.5)
Common stock issued	—		0.4		—		—		0.4

Other comprehensive income, net of tax	—		—		—		13.9		13.9
Balance at December 31, 2023	$	1.6	$	1,231.9	$	(467.5)	$	(34.8)	$	731.2
Net income	—		—		44.3		—		44.3
Dividends declared	—		(10.0)		—		—		(10.0)
Stock-based compensation	—		1.9		—		—		1.9
Shares retained for employee taxes	—		(0.2)		—		—		(0.2)
Common stock issued	—		1.1		—		—		1.1
Stock repurchased under buyback program	—		(10.0)		—		—		(10.0)
Other comprehensive loss, net of tax	—		—		—		(3.8)		(3.8)
Balance at March 31, 2024	$	1.6	$	1,214.7	$	(423.2)	$	(38.6)	$	754.5


	Common stock		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive (loss) income		Total
	(in millions)
Balance at September 30, 2022	$	1.6	$	1,279.6	$	(567.3)	$	(44.6)	$	669.3
Net income	—		—		22.5		—		22.5
Dividends declared	—		(9.5)		—		—		(9.5)
Stock-based compensation	—		1.8		—		—		1.8
Shares retained for employee taxes	—		(1.5)		—		—		(1.5)

Common stock issued	—		0.6		—		—		0.6
Other comprehensive income, net of tax	—		—		—		4.6		4.6
Balance at December 31, 2022	$	1.6	$	1,271.0	$	(544.8)	$	(40.0)	$	687.8
Net income	—		—		21.3		—		21.3
Dividends declared	—		(9.5)		—		—		(9.5)
Stock-based compensation	—		2.4		—		—		2.4


Common stock issued	—		0.4		—		—		0.4
Other comprehensive loss, net of tax	—		—		—