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,June 30, 2020
 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  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 157,761,771157,815,790 shares of $0.01 par value common stock of the registrant outstanding at April 30,July 31, 2020, which trade under the ticker symbol MWA on the New York Stock Exchange.




PART I
Item 1.  FINANCIAL STATEMENTS
MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
March 31,September 30, June 30,September 30,
20202019 20202019
(in millions, except share amounts) (in millions, except share amounts)
Assets:Assets:Assets:
Cash and cash equivalentsCash and cash equivalents$111.3  $176.7  Cash and cash equivalents$170.7  $176.7  
Receivables, netReceivables, net180.6  172.8  Receivables, net155.3  172.8  
InventoriesInventories204.1  191.4  Inventories180.3  191.4  
Other current assetsOther current assets22.9  26.0  Other current assets28.1  26.0  
Total current assetsTotal current assets518.9  566.9  Total current assets534.4  566.9  
Property, plant and equipment, netProperty, plant and equipment, net239.0  217.1  Property, plant and equipment, net244.9  217.1  
GoodwillGoodwill97.7  95.7  Goodwill96.4  95.7  
Intangible assetsIntangible assets420.7  433.7  Intangible assets413.7  433.7  
Other noncurrent assetsOther noncurrent assets51.9  23.9  Other noncurrent assets51.2  23.9  
Total assetsTotal assets$1,328.2  $1,337.3  Total assets$1,340.6  $1,337.3  
Liabilities and equity:Liabilities and equity:Liabilities and equity:
Current portion of long-term debtCurrent portion of long-term debt$1.1  $0.9  Current portion of long-term debt$1.2  $0.9  
Accounts payableAccounts payable65.7  84.6  Accounts payable59.0  84.6  
Other current liabilitiesOther current liabilities67.4  93.0  Other current liabilities84.8  93.0  
Total current liabilitiesTotal current liabilities134.2  178.5  Total current liabilities145.0  178.5  
Long-term debtLong-term debt446.2  445.4  Long-term debt446.4  445.4  
Deferred income taxesDeferred income taxes89.6  87.9  Deferred income taxes89.9  87.9  
Other noncurrent liabilitiesOther noncurrent liabilities51.7  33.2  Other noncurrent liabilities49.6  33.2  
Total liabilitiesTotal liabilities721.7  745.0  Total liabilities730.9  745.0  
Commitments and contingencies (Note 13.)Commitments and contingencies (Note 13.)Commitments and contingencies (Note 13.)
Common stock: 600,000,000 shares authorized; 157,707,895 and 157,462,140 shares outstanding at March 31, 2020 and September 30, 2019, respectively1.6  1.6  
Common stock: 600,000,000 shares authorized; 157,762,860 and 157,462,140 shares outstanding at June 30, 2020 and September 30, 2019, respectivelyCommon stock: 600,000,000 shares authorized; 157,762,860 and 157,462,140 shares outstanding at June 30, 2020 and September 30, 2019, respectively1.6  1.6  
Additional paid-in capitalAdditional paid-in capital1,390.1  1,410.7  Additional paid-in capital1,383.3  1,410.7  
Accumulated deficitAccumulated deficit(752.1) (786.2) Accumulated deficit(740.9) (786.2) 
Accumulated other comprehensive lossAccumulated other comprehensive loss(33.1) (36.0) Accumulated other comprehensive loss(34.3) (36.0) 
Total Company stockholders’ equity606.5  590.1  
Total stockholders’ equityTotal stockholders’ equity609.7  590.1  
Noncontrolling interestNoncontrolling interest—  2.2  Noncontrolling interest—  2.2  
Total equityTotal equity606.5  592.3  Total equity609.7  592.3  
Total liabilities and equityTotal liabilities and equity$1,328.2  $1,337.3  Total liabilities and equity$1,340.6  $1,337.3  

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


MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months endedSix months ended Three months endedNine months ended
March 31,March 31,June 30,June 30,
2020201920202019 2020201920202019
(in millions, except per share amounts)(in millions, except per share amounts)
Net salesNet sales$257.7  $234.0  $470.3  $426.8  Net sales$228.5  $274.3  $698.8  $701.1  
Cost of salesCost of sales171.7  159.2  311.7  291.9  Cost of sales152.8  177.1  464.5  469.0  
Gross profitGross profit86.0  74.8  158.6  134.9  Gross profit75.7  97.2  234.3  232.1  
Operating expenses:Operating expenses:Operating expenses:
Selling, general and administrativeSelling, general and administrative49.3  45.7  99.2  86.7  Selling, general and administrative47.1  47.5  146.3  134.2  
Strategic reorganization and other chargesStrategic reorganization and other charges0.9  6.9  3.3  10.1  Strategic reorganization and other charges8.6  2.5  11.9  12.6  
Total operating expensesTotal operating expenses50.2  52.6  102.5  96.8  Total operating expenses55.7  50.0  158.2  146.8  
Operating incomeOperating income35.8  22.2  56.1  38.1  Operating income20.0  47.2  76.1  85.3  
Other expenses (income):Other expenses (income):Other expenses (income):
Pension costs (benefits) other than servicePension costs (benefits) other than service(0.8) 1.0  (1.5) 0.9  Pension costs (benefits) other than service(0.7) (0.1) (2.2) 0.8  
Interest expense, netInterest expense, net6.0  5.9  13.4  11.4  Interest expense, net6.1  4.2  19.5  15.6  
Walter Energy AccrualWalter Energy Accrual—  0.5  0.2  37.9  Walter Energy Accrual—  0.5  0.2  38.4  
Net other expenseNet other expense5.2  7.4  12.1  50.2  Net other expense5.4  4.6  17.5  54.8  
Income (loss) before income taxes30.6  14.8  44.0  (12.1) 
Income tax expense (benefit)6.8  3.9  9.9  (2.0) 
Net income (loss)$23.8  $10.9  $34.1  $(10.1) 
Income before income taxesIncome before income taxes14.6  42.6  58.6  30.5  
Income tax expenseIncome tax expense3.4  8.9  13.3  6.9  
Net incomeNet income$11.2  $33.7  $45.3  $23.6  
Net income (loss) per share:
Net income per share:Net income per share:
BasicBasic$0.15  $0.07  $0.22  $(0.06) Basic$0.07  $0.21  $0.29  $0.15  
DilutedDiluted$0.15  $0.07  $0.21  $(0.06) Diluted$0.07  $0.21  $0.29  $0.15  
Weighted average shares outstanding:Weighted average shares outstanding:Weighted average shares outstanding:
BasicBasic157.9  158.2  157.8  157.9  Basic157.8  157.8  157.8  157.9  
DilutedDiluted158.7  159.2  158.7  157.9  Diluted158.5  158.8  158.6  158.9  
Dividends declared per shareDividends declared per share$0.0525  $0.0500  $0.1050  $0.1000  Dividends declared per share$0.0525  $0.0500  $0.1575  $0.1500  

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


MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
Three months endedSix months ended Three months endedNine months ended
March 31,March 31,June 30,June 30,
20202019202020192020201920202019
(in millions) (in millions)
Net income (loss)$23.8  $10.9  $34.1  $(10.1) 
Net incomeNet income$11.2  $33.7  $45.3  $23.6  
Other comprehensive income (loss):Other comprehensive income (loss):Other comprehensive income (loss):
PensionPension0.7  2.2  1.5  2.7  Pension0.7  0.5  2.2  3.2  
Income tax effectsIncome tax effects(0.2) (0.7) (0.4) (0.8) Income tax effects(0.2) (0.1) (0.5) (0.9) 
Foreign currency translationForeign currency translation(1.6) 4.3  1.8  3.1  Foreign currency translation(1.7) 0.3  —  3.4  
(1.1) 5.8  2.9  5.0  (1.2) 0.7  1.7  5.7  
Comprehensive income (loss)$22.7  $16.7  $37.0  $(5.1) 
Comprehensive incomeComprehensive income$10.0  $34.4  $47.0  $29.3  

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


MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY 
(UNAUDITED)
Three months endedSix months endedThree months endedNine months ended
March 31,March 31,June 30,June 30,
20202019202020192020201920202019
(in millions)(in millions)
Common stockCommon stockCommon stock
Balance, beginning of periodBalance, beginning of period$1.6  $1.6  $1.6  $1.6  Balance, beginning of period$1.6  $1.6  $1.6  $1.6  
Change in common stock at par valueChange in common stock at par value—  —  —  —  Change in common stock at par value—  —  —  —  
Balance, end of periodBalance, end of period1.6  1.6  1.6  1.6  Balance, end of period1.6  1.6  1.6  1.6  
Additional paid-in capitalAdditional paid-in capitalAdditional paid-in capital
Balance, beginning of periodBalance, beginning of period1,401.3  1,440.2  1,410.7  1,444.5  Balance, beginning of period1,390.1  1,433.2  1,410.7  1,444.5  
Dividends declaredDividends declared(8.3) (7.9) (16.6) (15.8) Dividends declared(8.3) (7.9) (24.9) (23.7) 
Shares repurchased under buyback programShares repurchased under buyback program(5.0) —  (5.0) —  Shares repurchased under buyback program—  (10.0) (5.0) (10.0) 
Buyout of noncontrolling interestBuyout of noncontrolling interest—  —  (3.2) —  Buyout of noncontrolling interest—  —  (3.2) 
Shares retained for employee taxesShares retained for employee taxes—  (0.2) (0.7) (1.4) Shares retained for employee taxes—  —  (0.7) (1.4) 
Stock-based compensationStock-based compensation1.3  0.6  2.7  2.3  Stock-based compensation1.1  1.1  3.8  3.4  
Stock issued under stock compensation planStock issued under stock compensation plan0.8  0.5  2.2  3.6  Stock issued under stock compensation plan0.4  0.5  2.6  4.1  
Balance, end of periodBalance, end of period1,390.1  1,433.2  1,390.1  1,433.2  Balance, end of period1,383.3  1,416.9  1,383.3  1,416.9  
Accumulated deficitAccumulated deficitAccumulated deficit
Balance, beginning of periodBalance, beginning of period(775.9) (871.0) (786.2) (850.0) Balance, beginning of period(752.1) (860.1) (786.2) (850.0) 
Net income (loss)23.8  10.9  34.1  (10.1) 
Net incomeNet income11.2  33.7  45.3  23.6  
Balance, end of periodBalance, end of period(752.1) (860.1) (752.1) (860.1) Balance, end of period(740.9) (826.4) (740.9) (826.4) 
Accumulated other comprehensive income (loss)Accumulated other comprehensive income (loss)Accumulated other comprehensive income (loss)
Balance, beginning of periodBalance, beginning of period(32.0) (33.6) (36.0) (32.8) Balance, beginning of period(33.1) (27.8) (36.0) (32.8) 
Other comprehensive income (loss)Other comprehensive income (loss)(1.1) 5.8  2.9  5.0  Other comprehensive income (loss)(1.2) 0.7  1.7  5.7  
Balance, end of periodBalance, end of period(33.1) (27.8) (33.1) (27.8) Balance, end of period(34.3) (27.1) (34.3) (27.1) 
Noncontrolling interestNoncontrolling interestNoncontrolling interest
Balance, beginning of periodBalance, beginning of period—  1.7  2.2  1.5  Balance, beginning of period—  1.9  2.2  1.5  
Acquisition of joint venture partner’s interestAcquisition of joint venture partner’s interest—  —  (2.2) —  Acquisition of joint venture partner’s interest—  —  (2.2) —  
Net incomeNet income—  0.2  —  0.4  Net income—  0.1  —  0.5  
Balance, end of periodBalance, end of period—  1.9  —  1.9  Balance, end of period—  2.0  —  2.0  
Total stockholders' equityTotal stockholders' equity$606.5  $548.8  $606.5  $548.8  Total stockholders' equity$609.7  $567.0  $609.7  $567.0  

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


MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six months ended Nine months ended
March 31,June 30,
20202019 20202019
(in millions) (in millions)
Operating activities:Operating activities:Operating activities:
Net income (loss)$34.1  $(10.1) 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net incomeNet income$45.3  $23.6  
Adjustments to reconcile net income to net cash provided by operating activities:Adjustments to reconcile net income to net cash provided by operating activities:
DepreciationDepreciation14.4  12.6  Depreciation21.7  19.1  
AmortizationAmortization13.9  12.9  Amortization21.1  19.7  
Stock-based compensationStock-based compensation2.7  2.3  Stock-based compensation3.8  3.4  
Retirement plansRetirement plans1.4  3.2  Retirement plans2.2  3.7  
Deferred income taxesDeferred income taxes0.9  (3.8) Deferred income taxes1.4  (2.9) 
Other, netOther, net2.2  1.7  Other, net7.2  1.5  
Changes in assets and liabilities:Changes in assets and liabilities:Changes in assets and liabilities:
ReceivablesReceivables(8.2) 3.7  Receivables17.4  2.9  
InventoriesInventories(13.4) (32.2) Inventories5.0  (23.3) 
Other assetsOther assets5.7  (10.1) Other assets0.7  (16.5) 
Accounts payableAccounts payable(18.8) (26.5) Accounts payable(25.6) (25.5) 
Walter Energy AccrualWalter Energy Accrual(22.0) 37.9  Walter Energy Accrual(22.0) 38.4  
Other current liabilitiesOther current liabilities(9.9) (11.9) Other current liabilities6.0  (15.9) 
Long-term liabilities(6.0) (8.8) 
Net cash (used in) operating activities(3.0) (29.1) 
Other noncurrent liabilitiesOther noncurrent liabilities(6.4) (10.4) 
Net cash provided by operating activitiesNet cash provided by operating activities77.8  17.8  
Investing activities:Investing activities:Investing activities:
Business acquisitions, net of cash receivedBusiness acquisitions, net of cash received—  (127.5) Business acquisitions, net of cash received—  (127.5) 
Capital expendituresCapital expenditures(37.3) (30.5) Capital expenditures(51.2) (52.9) 
Proceeds from sales of assetsProceeds from sales of assets0.1  —  Proceeds from sales of assets0.3  —  
Net cash used in investing activitiesNet cash used in investing activities(37.2) (158.0) Net cash used in investing activities(50.9) (180.4) 
Financing activities:Financing activities:Financing activities:
DividendsDividends(16.6) (15.8) Dividends(24.9) (23.7) 
Repayment of Krausz debtRepayment of Krausz debt—  (13.2) Repayment of Krausz debt—  (13.2) 
Acquisition of joint venture partner’s interestAcquisition of joint venture partner’s interest(5.2) —  Acquisition of joint venture partner’s interest(5.2) —  
Employee taxes related to stock-based compensationEmployee taxes related to stock-based compensation(0.7) (1.4) Employee taxes related to stock-based compensation(0.7) (1.4) 
Common stock issuedCommon stock issued2.2  3.6  Common stock issued2.6  4.1  
Common stock repurchased under buyback programCommon stock repurchased under buyback program(5.0) —  Common stock repurchased under buyback program(5.0) (10.0) 
OtherOther0.5  0.1  Other0.6  0.3  
Net cash used in financing activitiesNet cash used in financing activities(24.8) (26.7) Net cash used in financing activities(32.6) (43.9) 
Effect of currency exchange rate changes on cashEffect of currency exchange rate changes on cash(0.4) 1.0  Effect of currency exchange rate changes on cash(0.3) 0.1  
Net change in cash and cash equivalentsNet change in cash and cash equivalents(65.4) (212.8) Net change in cash and cash equivalents(6.0) (206.4) 
Cash and cash equivalents at beginning of periodCash and cash equivalents at beginning of period176.7  347.1  Cash and cash equivalents at beginning of period176.7  347.1  
Cash and cash equivalents at end of periodCash and cash equivalents at end of period$111.3  $134.3  Cash and cash equivalents at end of period$170.7  $140.7  

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


MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIXNINE MONTHS ENDED MARCH 31,JUNE 30, 2020
Note 1.Organization
Mueller Water Products, Inc., a Delaware corporation, together with its consolidated subsidiaries, operates in two business segments: Infrastructure and Technologies. Infrastructure manufactures valves for water and gas systems, including butterfly, iron gate, tapping, check, knife, plug and ball valves, as well as dry-barrel and wet-barrel fire hydrants and a broad line of pipe connection and repair products, such as clamps and couplings used to repair leaks. Technologies offers metering systems, leak detection, pipe condition assessment and other related smart-enabled products and services. 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..discussed.
In July 2014, Infrastructure acquired a 49% ownership interest in an industrial valve joint venture for $1.7 million. Due to substantive control features in the operating agreement, all of the joint venture’s assets, liabilities and results of operations were included in our consolidated financial statements. We included an adjustment for the income attributable to the noncontrolling interest in selling, general and administrative expenses. Infrastructure acquired the remaining 51% interest in the business in October 2019.
On December 3, 2018, we completed our acquisition of Krausz Development Ltd. and subsidiaries (“Krausz”). We include the financial statements of Krausz in our consolidated financial statements on a one-month lag. Refer to Note 2. for additional disclosures related to the acquisition.
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. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2019. In our opinion, all normal and recurring adjustments that we consider necessary for a fair financial statement presentation have been made. The condensed consolidated balance sheet data at September 30, 2019 was derived from audited financial statements, but it does not include all disclosures required by GAAP.
In preparing these financial statements in conformity with GAAP, we have considered and, where appropriate, reflected the effects of the COVID-19 pandemic on our operations. As of March 31,June 30, 2020, such impactseffects did not result in the impairment of the carrying value of our assets. COVID-19The pandemic continues to causeprovide significant disruptionschallenges to the U.S. and global economies. While we do not believe these disruptions had a material effect on our financial position or operations through March 31, 2020, there is no assurance that the pandemic will not have a material effect on our future financial position, results of operations, cash flows, or liquidity.
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.
In 2014, the2016, Financial Accounting Standards Board (“FASB”) issued new guidance for the recognition of revenue and requiring additional financial statement disclosures.  On October 1, 2018, we adopted the new guidance related to revenue recognition from contracts with customers using the modified retrospective approach and no transition adjustment was required. See Note 3. for more information regarding our adoption of this guidance.
In 2016, FASB issued new guidance for the recognition of lease assets and lease liabilities for those leases currently referred to as operating leases and requiring additional financial statement disclosures. On October 1, 2019, we adopted the new guidance related to leases using the modified retrospective transition method. See Note 4. for more information regarding our adoption of this guidance.
In 2016, FASB issued new guidance to introduce a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. We will adopt this guidance and apply it to our accounts receivable beginning in the first quarter of fiscal 2021, and we do not believe it will have a material effect on our consolidated financial statements.
6


In October 2018, we announced the move of our Middleborough, Massachusetts research and development facilityoperations to Atlanta to consolidate our resources and to accelerate product innovation through the creation of a research and development center of excellence for software and electronics. In November 2019, we announced the planned move of our manufacturing facilityoperations in Hammond, Indiana to our new facility in Kimball, Tennessee. Expenses incurred for these moves were primarily personnel-relatedrelated to personnel and areinventory and were included in strategic reorganization and other charges in the Condensed Consolidated Statements of Operations.
Activity in accrued restructuring, reported as part of other current liabilities, is presented below.
Six months endedNine months ended
March 31,June 30,
2020201920202019
(in millions)(in millions)
Beginning balanceBeginning balance$1.7  $0.9  Beginning balance$1.7  $0.9  
Expense accrued1.6  3.4  
Expenses related to personnel and otherExpenses related to personnel and other1.7  5.5  
Expenses related to inventoryExpenses related to inventory1.4  —  
Amounts paidAmounts paid(2.7) (2.6) Amounts paid(1.5) (4.6) 
Ending balanceEnding balance$0.6  $1.7  Ending balance$3.3  $1.8  

Note 2.  Business Combinations
Acquisition of Krausz
On December 3, 2018, we completed our acquisition of Krausz, a manufacturer of pipe couplings, grips and clamps with operations in the United States and Israel, for $140.7 million, net of cash acquired, including the assumption and simultaneous repayment of certain debt of $13.2 million. The acquisition of Krausz was financed with cash on hand.
We have recognized the assets acquired and liabilities assumed at their estimated acquisition date fair values, with the excess of the purchase price over the estimated fair values of the identifiable net assets acquired recorded as goodwill.
The following is a summary of the fair values of the net assets acquired (in millions):
Assets, net of cash:
Receivables$6.9  
Inventories17.0  
Other current assets0.2  
Property, plant and equipment8.1  
Other noncurrent assets1.7  
Identified intangible assets:
  Patents32.1  
  Customer relationships8.7  
  Tradenames4.6  
  Favorable leasehold interests2.3  
  Goodwill80.4  
Liabilities:
Accounts payable(5.5) 
Other current liabilities(2.9) 
Deferred income taxes(11.2) 
Other noncurrent liabilities(1.7) 
Fair value of assets acquired, net of liabilities assumed140.7  
Repayment of Krausz debt(13.2) 
Consideration paid to seller$127.5  
7


The goodwill above is attributable to the strategic opportunities and synergies that we expect to arise from the acquisition of Krausz and the value of its workforce. The goodwill is nondeductible for income tax purposes. The amortizable intangible assets acquired have a weighted average useful life of approximately 12 years.
7


Note 3. Revenue from Contracts with Customers
We recognize revenue when control of promised products or services is transferred to our customers, in amounts that reflect the consideration to which we expect to be entitled in exchange for those products or services. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, the payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We determine the appropriate revenue recognition for our contracts with customers by analyzing the type, terms and conditions of each contract or arrangement with a customer.
Disaggregation of Revenue
We disaggregate our revenues from contracts with customers by reportable segment (Note(see Note 11.) and further by geographical region as we believe this best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Geographical region represents the location of the customer.
Contract Asset and Liability Balances
The timing of revenue recognition, billings and cash collections results in customer receivables, advance payments and billings in excess of revenue recognized. Customer receivables include amounts billed and currently due from customers as well as unbilled amounts (contract assets). Amounts are billed in accordance with contractual terms and unbilled amounts arise when the timing of billing differs from the timing of revenue recognized.
Advance payments and billings in excess of revenue are recognized and recorded as deferred revenue, the majority of which is classified as current based on the timing when we expect to recognize revenue. We include current deferred revenue as part of our accrued expenses. Deferred revenues represent contract liabilities and are recorded when customers remit contractual cash payments in advance of us satisfying performance obligations under contractual arrangements. Contract liabilities are reversed when the performance obligation is satisfied and revenue is recognized.
The table below represents the balances of our customer receivables and deferred revenues.
March 31,September 30,June 30,September 30,
2020201920202019
(in millions)(in millions)
Billed receivablesBilled receivables$178.8  $171.0  Billed receivables$153.7  $171.0  
Unbilled receivablesUnbilled receivables5.0  4.5  Unbilled receivables4.5  4.5  
Total customer receivablesTotal customer receivables$183.8  $175.5  Total customer receivables$158.2  $175.5  
Deferred revenuesDeferred revenues$4.1  $4.7  Deferred revenues$5.4  $4.7  
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. Our performance obligations are satisfied at a point in time as related to sales of equipment or over time as related to our software hosting and leak detection monitoring services. Performance obligations are supported by customer contracts, which provide frameworks for the nature of the distinct products or services. We allocate the transaction price of each contract to the performance obligations on the basis of standalone selling price and recognize revenue when, or as, control of the performance obligation transfers to the customers.
We have elected to use the practical expedient to not adjust the transaction price of a contract for the effects of a significant financing component if, at the inception of the contract, we expect that the period between when we transfer a product or service to a customer and when a customer remits payment will be one year or less.
8


Revenues from products and services transferred to customers at a point in time represented 99% of our revenues in the sixnine months ended March 31,both June 30, 2020 and 2019 respectively.2019. The revenues recognized at a point in time related to the sale of our products was recognized when the obligations of the terms of our contract were satisfied, which generally occurs upon shipment, when control of the product transfers to the customer.
Revenues from products and services transferred to customers over time represented 1% of our revenues in the sixnine months ended March 31,both June 30, 2020 and 2019 respectively.
8


2019.
We offer warranties to our customers in the form of assurance-type warranties, which provide assurance that the products provided will function as intended and comply with any agreed-upon specifications. These cannot be purchased separately. There was no change to our warranty accounting as a result of the implementation of the new revenue standard and we continue to use our current cost accrual method.
Costs to Obtain or Fulfill a Contract
We incur certain incremental costs to obtain a contract, which primarily relate to incremental sales commissions. Our commissions are paid based on orders and shipments and we reserve the right to claw back any commissions in case of product returns or lost collections. As the expected benefit associated with these incremental costs is one year or less based on the nature of the product sold and benefits received, we have applied a practical expedient and therefore do not capitalize the related costs and expense them as incurred, consistent with our previous accounting treatment.
Note 4. Leases
We adopted the new leasing standard utilizing the modified retrospective approach on October 1, 2019. Adoption of the new standard resulted in an increase to total assets and liabilities due to the recording of lease right-of-use assets (“ROU”) and lease liabilities related to our operating lease portfolio.
We elected the package of three practical expedients for transition, which include the carry forward of our leases without reassessing whether any contracts are leases or contain leases, lease classification and initial direct costs and applying hindsight when determining the lease term and when assessing impairment of right-of-use assets at the adoption date. This allows us to update our assessments according to new information and changes in facts and circumstances that have occurred since lease inception.
Presentation of Leases
The Company leasesWe lease certain office, warehouse, manufacturing, distribution, and research and development facilities and equipment under operating leases.
Our leases have remaining lease terms of 1 year to 14 years. The terms and conditions of our leases may include options to extend or terminate the lease which are considered and included in the lease term when these options are reasonably certain of exercise.
We determine if a contract is (or contains) a lease at inception by evaluating whether the contract conveys the right to control the use of an identified asset. For all classes of leased assets, we have elected the practical expedient to account for any non-lease components in the contract together with the related lease component in the same unit of account.
ROU assets and lease liabilities are recognized in our condensed consolidated balance sheets at the commencement date based on the present value of remaining lease payments over the lease term. Additionally, ROU assets include any lease payments made at or before the commencement date, as well as any initial direct costs incurred, and are reduced by any lease incentives received. As most of our operating leases do not provide an implicit rate, we apply our incremental borrowing rate to determine the present value of remaining lease payments. Our incremental borrowing rate is determined based on information available at the commencement date of the lease.
Operating leases are included in other noncurrent assets, other current liabilities and noncurrent liabilities in our condensed consolidated balance sheets. Finance leases are included in property, plant and equipment, current portion of long-term debt and long-term debt in our condensed consolidated balance sheets.
For all classes of leased assets, we have applied an accounting policy election to exclude short-term leases from recognition in our condensed consolidated balance sheets. A short-term lease has a lease term of 12 months or less at the commencement date and does not include a purchase option that is reasonably certain of exercise. We recognize short-term lease expense in our condensed consolidated income statements of operations on a straight-line basis over the lease term.
Our short-term lease expense for the three and sixnine months ended March 31,June 30, 2020 and short-term lease commitments at March 31,June 30, 2020 are immaterial.
9


We have certain lease contracts with terms and conditions that provide for variability in the payment amount based on changes in facts or circumstances occurring after the commencement date. These variable lease payments are recognized in our condensed consolidated income statements of operations as the obligation is incurred.
9


At March 31,June 30, 2020, we had no material,any legally-binding minimum lease payments for operating leases signed but not yet commenced. We did not have materialcommenced, subleases, leases that imposed significant restrictions or covenants, material related party leases or sale-leaseback arrangements.arrangements were immaterial.
The components of lease cost are presented below.
Three months endedSix months endedThree months endedNine months ended
March 31, 2020March 31, 2020June 30, 2020June 30, 2020
(in millions)(in millions)
Operating lease costOperating lease cost$1.6  3.2  Operating lease cost1.6  4.7  
Finance lease costFinance lease cost0.3  0.6  Finance lease cost0.3  1.0  
Total lease expenseTotal lease expense$1.9  $3.8  Total lease expense$1.9  $5.7  
Supplemental cash flow information related to leases for the sixnine months ended March 31,June 30, 2020 is presented below, in millions.
Operating cash flows used in operating leases$2.94.5  
Financing cash flows used in finance leases$0.71.0  
Supplemental information describing where lease-related assets and liabilities are reflected in the Condensed Consolidated Balance Sheet at March 31,June 30, 2020 is presented below, in millions.
Right of use assets:
Operating leasesOther noncurrent assets$26.726.3  
Finance leasesPlant, property and equipment2.52.6  
Total right of use assets$29.228.9  
Lease liabilities:
Operating leases - currentOther current liabilities$4.44.2  
Operating leases - noncurrentOther noncurrent liabilities24.023.8  
Finance leases - currentCurrent portion of long-term debt1.11.2  
Finance leases - noncurrentLong-term debt1.51.6  
Total lease liabilities$31.030.8  
Supplemental information related to lease terms and discount rates at March 31,June 30, 2020 is presented below.
Weighted-average remaining lease term (years):
Operating leases8.157.99
Finance leases2.682.63
Weighted-average interest rate:
Operating leases5.715.65 %
Finance leases5.235.03 %
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Total lease liabilities at March 31,June 30, 2020 have scheduled maturities as follows:
Operating LeasesFinance LeasesOperating LeasesFinance Leases
(in millions)(in millions)
20202020$3.6  $0.8  2020$1.6  $0.4  
202120215.3  1.1  20215.5  1.2  
202220224.5  0.7  20224.7  0.8  
202320234.0  0.4  20234.3  0.5  
202420243.9  —  20244.1  0.1  
ThereafterThereafter16.0  —  Thereafter16.1  —  
Total lease paymentsTotal lease payments37.3  2.9  Total lease payments36.3  3.0  
Less: imputed interestLess: imputed interest8.9  0.3  Less: imputed interest8.3  0.2  
Present value of lease liabilitiesPresent value of lease liabilities$28.4  $2.6  Present value of lease liabilities$28.0  $2.8  

Note 5. Income Taxes
The reconciliation between the U.S. federal statutory income tax rate and the effective tax rate is presented below.
Three months endedSix months ended Three months endedNine months ended
March 31,March 31,June 30,June 30,
20202019202020192020201920202019
U.S. federal statutory income tax rateU.S. federal statutory income tax rate21.0 %21.0 %21.0 %21.0 %U.S. federal statutory income tax rate21.0 %21.0 %21.0 %21.0 %
Adjustments to reconcile to the effective tax rate:Adjustments to reconcile to the effective tax rate:Adjustments to reconcile to the effective tax rate:
State income taxes, net of federal benefitState income taxes, net of federal benefit4.5  4.5  4.5  1.8  State income taxes, net of federal benefit4.5  4.5  4.5  5.6  
Excess tax (benefits) related to stock compensation(0.5) 0.3  (0.8) 2.5  
Excess tax benefits related to stock compensationExcess tax benefits related to stock compensation—  (0.3) (0.6) (1.4) 
Tax creditsTax credits(1.5) (1.3) (1.4) 2.6  Tax credits(1.7) (1.2) (2.6) (2.7) 
Global Intangible Low-taxed Income(0.2) 0.5  —  (1.1) 
Global Intangible Low-Taxed IncomeGlobal Intangible Low-Taxed Income(0.2) 0.6  (0.1) 1.2  
Foreign income taxesForeign income taxes(0.5) —  (0.6) —  Foreign income taxes(0.5) —  (0.6) —  
Valuation allowancesValuation allowances(0.6) —  (0.6) —  Valuation allowances(0.3) —  (0.5) —  
Reversal of uncertain tax positionsReversal of uncertain tax positions(2.1) (5.2) (0.5) (7.2) 
OtherOther—  1.4  0.4  (1.9) Other2.6  1.9  2.0  3.6  
22.2 %26.4 %22.5 %24.9 %23.3 %21.3 %22.6 %20.0 %
Walter Energy AccrualWalter Energy Accrual—  —  —  (12.9) Walter Energy Accrual—  (0.4) —  4.6  
Transition taxTransition tax—  —  —  4.7  Transition tax—  —  —  (1.9) 
Effective income tax rateEffective income tax rate22.2 %26.4 %22.5 %16.7 %Effective income tax rate23.3 %20.9 %22.6 %22.7 %
At March 31,June 30, 2020 and September 30, 2019, the gross liabilities for unrecognized income tax benefits were $3.8$3.5 million and $3.3 million, respectively.
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Note 6. Borrowing Arrangements
The components of our long-term debt are presented below.
March 31,September 30, June 30,September 30,
20202019 20202019
(in millions) (in millions)
5.5% Senior Notes5.5% Senior Notes$450.0  $450.0  5.5% Senior Notes$450.0  $450.0  
ABL AgreementABL Agreement—  —  ABL Agreement—  —  
Finance leasesFinance leases2.6  2.1  Finance leases2.8  2.1  
452.6  452.1  452.8  452.1  
Less deferred financing costsLess deferred financing costs5.3  5.8  Less deferred financing costs5.1  5.8  
Less current portionLess current portion1.1  0.9  Less current portion1.2  0.9  
Long-term debtLong-term debt$446.2  $445.4  Long-term debt$446.4  $445.4  
5.5% Senior Unsecured Notes. On June 12, 2018, we privately issued $450.0 million of 5.5% Senior Unsecured Notes (“Notes”), which mature in 2026 and bear interest at 5.5%. We capitalized $6.6 million of financing costs, which are being amortized over the term of the Notes using the effective interest method. Proceeds from the Notes, along with other cash, were used to repay our Term Loan. Substantially all of our U.S. subsidiaries guarantee the Notes, which are subordinate to borrowings under the ABL. Based on quoted market prices, the outstanding Notes had a fair value of $435.4$460.1 million at March 31,June 30, 2020.
ABL Agreement. At March 31, 2020, ourOur asset based lending agreement (“ABL Agreement”) consistedconsists of a revolving credit facility for up to $175 million of revolving credit borrowings, swing line loans and letters of credit. On July 30, 2020, we amended the ABL Agreement (See Note 14). This amendment, among other things, (i) extended the termination date of the facility, (ii) established a LIBOR “floor” of 75 basis points, (iii) increased interest rates on borrowings, (iv) increased the rate of the unused commitment fee, and (v) increased our ability to pay cash dividends.
The amended ABL Agreement permits us to increase the size of the credit facility by an additional $150 million in certain circumstances subject to adequate borrowing base availability. We may borrow up to $25 million through swing line loans and we are permitted to issue up to $60 million of letters of credit.
Borrowings under the amended ABL Agreement bear interest at a floating rate equal to LIBOR, plus a margin ranging from 125200 to 150225 basis points, or a base rate, as defined in the ABL Agreement, plus a margin ranging from 25100 to 50125 basis points. At MarchJuly 31, 2020, the applicable rate was LIBOR plus 125200 basis points.
The amended ABL Agreement terminates on July 13, 2021. We pay29, 2025 and provides for a commitment fee for any unused borrowing capacity under the ABL Agreement of 2537.5 basis points per annum. Our obligations under the ABL Agreement are secured by a first-priority perfected lien on all of our U.S. receivables and inventories, certain cash and other supporting obligations. Borrowings are not subject to any financial maintenance covenants unless excess availability is less than the greater of $17.5 million and 10% of the Loan Cap as defined in the ABL Agreement. Excess availability based on March 31,June 30, 2020 data, as reduced by outstanding letters of credit and accrued fees and expenses of $13.9 million, was $159.0$116.1 million.
Note 7. Derivative Financial Instruments
In connection with the acquisition of Singer Valve in 2017, we loaned funds to one of our Canadian subsidiaries. Although this intercompany loan has no direct effect on our consolidated financial statements, it creates exposure to currency risk for the Canadian subsidiary. To reduce this exposure, we entered into a U.S. dollar-Canadian dollar swap contract with the Canadian subsidiary and an offsetting Canadian dollar-U.S. dollar swap with a domestic bank. We have not designated these swaps as hedges and the changes in their fair values are included in earnings, where they offset the currency gains and losses associated with the intercompany loan. The values of our currency swap contracts were an asset of $0.8$0.1 million and a liability $0.3 million as of March 31,June 30, 2020 and September 30, 2019, respectively, and are included in other noncurrent assets and noncurrent liabilities, respectively, in our Condensed Consolidated Balance Sheets.
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Note 8. Retirement Plans
The components of net periodic benefit cost for our pension plans are presented below.
Three months endedSix months endedThree months endedNine months ended
March 31,March 31,June 30,June 30,
2020201920202019 2020201920202019
(in millions) (in millions)
Service costService cost$0.4  $0.4  $0.8  $0.8  Service cost$0.4  $0.4  $1.2  $1.2  
Pension costs (benefits) other than service:Pension costs (benefits) other than service:Pension costs (benefits) other than service:
Interest costInterest cost2.8  3.5  5.6  7.0  Interest cost2.8  3.5  8.4  10.5  
Expected return on plan assetsExpected return on plan assets(4.2) (4.0) (8.4) (8.1) Expected return on plan assets(4.2) (4.1) (12.6) (12.2) 
Amortization of actuarial net lossAmortization of actuarial net loss0.6  0.5  1.3  1.0  Amortization of actuarial net loss0.7  0.5  2.0  1.5  
Curtailment/special settlement loss (gain)—  1.0  —  1.0  
Curtailment/special settlement lossCurtailment/special settlement loss—  —  —  1.0  
Pension costs (benefits) other than servicePension costs (benefits) other than service(0.8) 1.0  (1.5) 0.9  Pension costs (benefits) other than service(0.7) (0.1) (2.2) 0.8  
Net periodic (benefit) costNet periodic (benefit) cost$(0.4) $1.4  $(0.7) $1.7  Net periodic (benefit) cost$(0.3) $0.3  $(1.0) $2.0  
The amortization of actuarial losses, net of tax, is recorded as a component of other comprehensive loss.
During the quarter ended March 31, 2019, we settled our obligation to our Canadian pension plan participants through a combination of lump sum payments and purchases of annuities. We made a contribution to the plans of $1.0 million, which iswas included in pension costs other than service, to fund these settlements.
Also during the quarter ended March 31, 2019, we recorded an estimated settlement liability for our exiting a multi-employer pension plan at one of our manufacturing locations, which resulted in an expense of $1.1 million that we included in strategic reorganization and other charges. We subsequently paid the liability in May 2019.
Note 9. Stock-based Compensation Plans
We have granted various forms of stock-based compensation, including stock options, restricted stock units, performance-based restricted stock units (“PRSUs”) and market-based restricted stock units (“MRSUs”) under our Amended and Restated 2006 Mueller Water Products, Inc. Stock Incentive Plan (the “2006 Stock Plan”).
A PRSU award consists of a number of units that may be paid out at the end of a multi-year award cycle consisting of a series of annual performance periods coinciding with our fiscal years. After we establish the financial performance targets related to PRSUs for a given performance period, typically during the first quarter of that fiscal year, we consider that portion of a PRSU award to be granted. Thus, each award consists of a grant in the year of award and grants in the designated following years. Settlements, in our common shares, will range from 0 to 2 times the number of PRSUs granted, depending on our financial performance against the targets.
A MRSU award represents a target number of units that may be paid out at the end of a three-year award cycle based on a calculation of the Company's relative total shareholder return (“TSR”) performance as compared with a selected peer group's TSR. Settlements, in our common shares, will range from 0 to 2 times the number of MRSUs granted, depending on our TSR performance versus the peer group.
The table below provides information regarding MRSU awards, which were valued using Monte Carlo simulations on the dates the units were granted.
December 3, 2019January 28, 2020February 24, 2020
Fair Value at grant date$14.94  $16.76  $18.17  
Units granted147,213  2,763  7,498  
Variables used in determining grant date fair value:
Dividend yield1.87 %1.76 %1.73 %
Risk-free rate1.53 %1.44 %1.23 %
Expected term (in years)2.832.672.60
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We awarded 209,966 stock-settled PRSUs and 157,474 MRSUs in the sixnine months ended March 31,June 30, 2020 that are scheduled to settle in 3three years.
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We issued 93,647 shares and 181,065 shares of common stock during the sixnine months ended March 31,June 30, 2020 and 2019, respectively, to settle PRSUs that vested during those periods.
In addition to the PRSU activity, we issued 114,6911,618 and 246,994248,612 shares of common stock for restricted stock units vested during the three and sixnine months ended March 31,June 30, 2020, respectively.
We have granted cash-settled Phantom Plan instruments under the Mueller Water Products, Inc. Phantom Plan (“Phantom Plan”). At March 31,June 30, 2020, the outstanding Phantom Plan instruments had a fair value of $8.01$9.43 per instrument and our liability for Phantom Plan instruments was $1.0$1.6 million.
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 sixnine months ended March 31,June 30, 2020 as follows.
Number grantedWeighted average grant date fair value per instrumentTotal grant date fair value
(in millions)
Number grantedWeighted average grant date fair value per instrumentTotal grant date fair value
(in millions)
Quarter ended December 31, 2019 Quarter ended December 31, 2019  Quarter ended December 31, 2019
Restricted stock units Restricted stock units  162,433  $11.26  $1.8   Restricted stock units162,433  $11.26  $1.8  
Employee stock purchase plan instruments Employee stock purchase plan instruments  39,492  1.97  0.1   Employee stock purchase plan instruments39,492  1.97  0.1  
Phantom Plan awards Phantom Plan awards  188,973  11.26  2.1   Phantom Plan awards188,973  11.26  2.1  
PRSUs: 2020 award PRSUs: 2020 award  65,428  11.26  0.7   PRSUs: 2020 award65,428  11.26  0.7  
2019 award 2019 award  102,203  11.26  1.2   2019 award102,203  11.26  1.2  
2018 award 2018 award  44,451  11.26  0.5   2018 award44,451  11.26  0.5  
MRSUs MRSUs  147,213  14.94  2.2   MRSUs147,213  14.94  2.2  
Quarter ended March 31, 2020 Quarter ended March 31, 2020  Quarter ended March 31, 2020
Restricted stock units Restricted stock units  118,684  12.14  1.4   Restricted stock units118,684  12.14  1.4  
Employee stock purchase plan instruments Employee stock purchase plan instruments  53,876  2.09  0.1   Employee stock purchase plan instruments53,876  2.09  0.1  
PRSUs: 2020 award PRSUs: 2020 award  13,682  12.09  0.2   PRSUs: 2020 award13,682  12.09  0.2  
MRSUs MRSUs  10,261  17.79  0.2   MRSUs10,261  17.79  0.2  
$10.5  
Quarter ended June 30, 2020:Quarter ended June 30, 2020:
Restricted stock units Restricted stock units2,118  9.20  —  
Employee stock purchase plan instruments Employee stock purchase plan instruments48,282  3.64  0.2  
$10.7  
Operating income included stock-based compensation expense of $1.3$1.8 million and $1.0$1.4 million during the three months ended March 31,June 30, 2020 and 2019, respectively and $3.2$5.0 million and $2.7$4.2 million during the sixnine months ended March 31,June 30, 2020 and 2019, respectively. At March 31,June 30, 2020, there was approximately $10.4$8.9 million of unrecognized compensation expense related to stock-based compensation arrangements and there were 232,262218,966 PRSUs that have been awarded for the 2021 and 2022 performance periods for which performance goals have not been set.
We excluded 267,697474,423 and 202,245 of stock-based compensation instruments from the calculations of diluted earnings per share for the quarters ended March 31,June 30, 2020 and 2019, respectively, and 184,296274,009 and 1,077,983167,775 for the sixnine months ended March 31,June 30, 2020 and 2019, respectively, since their inclusion would have been antidilutive.
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Note 10. Supplemental Balance Sheet Information
Selected supplemental asset information is presented below.
March 31,September 30, June 30,September 30,
20202019 20202019
(in millions) (in millions)
Inventories:Inventories:Inventories:
Purchased components and raw materialPurchased components and raw material$103.9  $95.2  Purchased components and raw material$97.8  $95.2  
Work in processWork in process38.5  43.7  Work in process32.9  43.7  
Finished goodsFinished goods61.7  52.5  Finished goods49.6  52.5  
$204.1  $191.4  $180.3  $191.4  
Other current assets:Other current assets:Other current assets:
Prepaid expensesPrepaid expenses$10.8  $9.6  Prepaid expenses$11.1  $9.6  
Non-trade receivablesNon-trade receivables7.0  6.3  Non-trade receivables12.2  6.3  
Maintenance and repair supplies and toolingMaintenance and repair supplies and tooling4.0  4.2  Maintenance and repair supplies and tooling3.9  4.2  
Income taxesIncome taxes0.5  4.7  Income taxes0.2  4.7  
OtherOther0.6  1.2  Other0.7  1.2  
$22.9  $26.0  $28.1  $26.0  
Property, plant and equipment:Property, plant and equipment:Property, plant and equipment:
LandLand$5.2  $5.2  Land$6.5  $5.2  
BuildingsBuildings64.6  68.9  Buildings77.0  68.9  
Machinery and equipmentMachinery and equipment381.9  362.9  Machinery and equipment396.2  362.9  
Construction in progressConstruction in progress69.3  48.0  Construction in progress54.5  48.0  
521.0  485.0  534.2  485.0  
Accumulated depreciationAccumulated depreciation(282.0) (267.9) Accumulated depreciation(289.3) (267.9) 
$239.0  $217.1  $244.9  $217.1  
Other noncurrent assets:Other noncurrent assets:Other noncurrent assets:
Operating lease right of use assetOperating lease right of use asset$26.7  $—  Operating lease right of use asset$26.3  $—  
Maintenance and repair supplies and toolingMaintenance and repair supplies and tooling17.2  16.4  Maintenance and repair supplies and tooling17.5  16.4  
Workers compensation reimbursement receivableWorkers compensation reimbursement receivable3.0  3.1  Workers compensation reimbursement receivable3.1  3.1  
Note receivableNote receivable1.8  1.8  Note receivable1.8  1.8  
OtherOther3.2  2.6  Other2.5  2.6  
$51.9  $23.9  $51.2  $23.9  

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Selected supplemental liability information is presented below.
March 31,September 30, June 30,September 30,
20202019 20202019
(in millions) (in millions)
Other current liabilities:Other current liabilities:Other current liabilities:
Compensation and benefitsCompensation and benefits$23.5  $28.5  Compensation and benefits$29.1  $28.5  
Customer rebatesCustomer rebates5.6  8.7  Customer rebates8.5  8.7  
Taxes other than income taxesTaxes other than income taxes2.7  3.3  Taxes other than income taxes3.6  3.3  
WarrantyWarranty6.6  6.5  Warranty6.7  6.5  
Income taxesIncome taxes2.2  0.6  Income taxes4.4  0.6  
EnvironmentalEnvironmental1.2  1.2  Environmental1.2  1.2  
InterestInterest7.3  7.3  Interest1.1  7.3  
RestructuringRestructuring0.6  1.7  Restructuring1.9  1.7  
Walter Energy AccrualWalter Energy Accrual—  22.0  Walter Energy Accrual—  22.0  
Operating lease liabilitiesOperating lease liabilities4.4  —  Operating lease liabilities4.2  —  
Deferred revenuesDeferred revenues4.1  4.7  Deferred revenues5.4  4.7  
Refund liabilityRefund liability4.0  3.3  Refund liability4.8  3.3  
Accrued settlementsAccrued settlements10.1  0.2  
OtherOther5.2  5.2  Other3.8  5.0  
$67.4  $93.0  $84.8  $93.0  
Other noncurrent liabilities:Other noncurrent liabilities:Other noncurrent liabilities:
Operating lease liabilitiesOperating lease liabilities$24.0  $—  Operating lease liabilities$23.8  $—  
WarrantyWarranty9.4  10.7  Warranty8.5  10.7  
Transition taxTransition tax4.1  5.8  Transition tax4.1  5.8  
Unrecognized income tax benefitsUnrecognized income tax benefits3.8  3.3  Unrecognized income tax benefits3.5  3.3  
Asset retirement obligationAsset retirement obligation3.6  3.6  Asset retirement obligation3.3  3.6  
PensionPension2.9  5.0  Pension1.8  5.0  
Workers compensationWorkers compensation1.4  1.9  Workers compensation1.2  1.9  
Other Other2.5  2.9   Other3.4  2.9  
$51.7  $33.2  $49.6  $33.2  

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Goodwill
Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis each September 1st and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. As a result ofDuring the COVID-19 pandemic, with deteriorating market and business conditions, we noted that there were indicators that an impairment loss may have occurred. Further, we determined it was more likely than not that the goodwill and indefinite-lived intangibles of Krausz could be impaired as ofsecond quarter ended March 31, 2020. We2020, we performed an interim impairment assessment for Krausz, both qualitative and quantitative and determined Krausz’s goodwill and indefinite-lived assets were not impaired. However, the excess of the fair value over the carrying value was not significant,significant.
With our third quarter results and amid the usecontinued pandemic, we reviewed our previous assumptions, our revised expectations and determined it was not more-likely-than-not that the goodwill and indefinite-lived intangibles were impaired as of different key assumptions could result in a materially different outcome, andJune 30, 2020. However, with continued uncertainty related to the pandemic, we cannot provide assurance that our estimates will be realized.
The following table summarizes information concerning our goodwill balance for the sixnine months ended March 31,June 30, 2020, in millions.
Balance at beginning of year$95.7  
   Purchase accounting adjustments0.3  
   Change in foreign currency exchange rates1.70.4  
Balance as of March 31,June 30, 2020$97.796.4  

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Note 11. Segment Information
Summarized financial information for our segments is presented below.
Three months endedSix months endedThree months endedNine months ended
March 31,March 31,June 30,June 30,
20202019202020192020201920202019
(in millions) (in millions)
Net sales, excluding intercompany:Net sales, excluding intercompany:Net sales, excluding intercompany:
InfrastructureInfrastructure$240.3  $214.1  $433.1  $386.1  Infrastructure$209.9  $250.2  $643.0  $636.3  
TechnologiesTechnologies17.4  19.9  37.2  40.7  Technologies18.6  24.1  55.8  64.8  
$257.7  $234.0  $470.3  $426.8  $228.5  $274.3  $698.8  $701.1  
Operating income (loss):Operating income (loss):Operating income (loss):
InfrastructureInfrastructure$50.4  $40.1  $86.1  $71.0  Infrastructure$43.8  $60.6  $129.9  $131.6  
TechnologiesTechnologies(4.7) (3.6) (6.7) (7.3) Technologies(3.8) (2.2) (10.5) (9.5) 
CorporateCorporate(9.9) (14.3) (23.3) (25.6) Corporate(20.0) (11.2) (43.3) (36.8) 
$35.8  $22.2  $56.1  $38.1  $20.0  $47.2  $76.1  $85.3  
Depreciation and amortization:Depreciation and amortization:Depreciation and amortization:
InfrastructureInfrastructure$12.1  $11.4  $24.1  $21.5  Infrastructure$12.2  $11.3  $36.3  $32.8  
TechnologiesTechnologies2.1  1.9  4.1  3.9  Technologies2.3  2.0  6.4  5.9  
CorporateCorporate0.1  0.1  0.1  0.1  Corporate—  —  0.1  0.1  
$14.3  $13.4  $28.3  $25.5  $14.5  $13.3  $42.8  $38.8  
Strategic reorganization and other charges:Strategic reorganization and other charges:Strategic reorganization and other charges:
InfrastructureInfrastructure$0.4  $1.1  $0.4  $1.1  Infrastructure$—  $—  $0.4  $1.1  
TechnologiesTechnologies—  —  —  —  Technologies—  —  —  —  
CorporateCorporate0.5  5.8  2.9  9.0  Corporate8.6  2.5  11.5  11.5  
$0.9  $6.9  $3.3  $10.1  $8.6  $2.5  $11.9  $12.6  
Capital expenditures:Capital expenditures:Capital expenditures:
InfrastructureInfrastructure$21.2  $13.0  $35.7  $27.8  Infrastructure$13.4  $18.9  $49.1  $46.7  
TechnologiesTechnologies0.7  1.6  1.3  2.7  Technologies0.5  1.8  1.8  4.5  
CorporateCorporate0.2  —  0.3  —  Corporate—  1.7  0.3  1.7  
$22.1  $14.6  $37.3  $30.5  $13.9  $22.4  $51.2  $52.9  
Infrastructure disaggregated net revenues:Infrastructure disaggregated net revenues:Infrastructure disaggregated net revenues:
CentralCentral$59.9  $55.0  $106.4  $95.3  Central$57.5  $58.8  $163.9  $154.1  
NortheastNortheast55.1  44.9  97.0  82.8  Northeast38.8  52.0  135.7  134.8  
SoutheastSoutheast44.9  41.2  84.5  75.9  Southeast35.7  41.3  120.3  117.2  
WestWest57.7  50.6  103.7  95.3  West50.8  63.8  154.5  159.1  
United StatesUnited States217.6  191.7  391.6  349.3  United States182.8  215.9  574.4  565.2  
CanadaCanada15.0  15.2  26.6  25.1  Canada20.7  24.1  47.3  49.3  
Other international locationsOther international locations7.7  7.2  14.9  11.7  Other international locations6.4  10.2  21.3  21.8  
$240.3  $214.1  $433.1  $386.1  $209.9  $250.2  $643.0  $636.3  
Technologies disaggregated net revenues:Technologies disaggregated net revenues:Technologies disaggregated net revenues:
CentralCentral$3.6  $7.4  $8.3  $13.9  Central$5.0  $6.6  $13.3  $20.5  
NortheastNortheast4.4  3.4  10.5  6.8  Northeast4.0  5.5  14.6  12.3  
SoutheastSoutheast5.3  7.0  11.1  13.8  Southeast5.1  8.0  16.1  21.7  
WestWest3.0  1.5  5.0  4.2  West3.6  2.3  8.7  6.6  
United StatesUnited States16.3  19.3  34.9  38.7  United States17.7  22.4  52.7  61.1  
CanadaCanada0.3  0.1  0.9  0.3  Canada0.3  0.5  1.2  0.8  
Other international locationsOther international locations0.8  0.5  1.4  1.7  Other international locations0.6  1.2  1.9  2.9  
$17.4  $19.9  $37.2  $40.7  $18.6  $24.1  $55.8  $64.8  
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Note 12. Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss is presented below.
  Pension, net of taxForeign currency translationTotal  Pension, net of taxForeign currency translationTotal
(in millions)(in millions)
Balance at September 30, 2019Balance at September 30, 2019$(36.0) $—  $(36.0) Balance at September 30, 2019$(36.0) $—  $(36.0) 
Current period other comprehensive incomeCurrent period other comprehensive income1.1  1.8  $2.9  Current period other comprehensive income1.7  —  $1.7  
Balance at March 31, 2020$(34.9) $1.8  $(33.1) 
Balance at June 30, 2020Balance at June 30, 2020$(34.3) $—  $(34.3) 

Note 13. Commitments and Contingencies
We are involved in various legal proceedings that have arisen in the normal course of operations, including the proceedings summarized below. 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 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 would 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 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 International plc, now Johnson Controls International plc (“Tyco”), sold our businesses to a previous owner 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.
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.
The purchaser of U.S. Pipe has been identified as a “potentially responsible party” (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act in connection with a former manufacturing facility operated by U.S. Pipe that was in the vicinity of a proposed Superfund site located in North Birmingham, Alabama. Under the terms of the acquisition agreement relating to our sale of U.S. Pipe, we agreed to indemnify the purchaser for certain environmental liabilities, including those arising out of the former manufacturing site in North Birmingham. Accordingly, the purchaser tendered the matter to us for indemnification, which we accepted. Ultimate liability for the site will depend on many factors that have not yet been determined, including the determination of EPA’s remediation costs, the number and financial viability of the other PRPs (there are four other PRPs currently) and the determination of the final allocation of the costs among the PRPs. Since the amounts of such costs cannot be reasonably estimated at this time, no amounts have been accrued for this matter at March 31,June 30, 2020.
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Walter Energy. On November 18, 2019, we paid approximately $22.2 million to the IRS in final settlement of a tax dispute related to our former parent company, Walter Energy, Inc., as described more fully in Note 17. to our Form 10-K for the year ended September 30, 2019.
Chapman v. Mueller Water Products, et al. In 2017, our warranty analyses identified that certain Technologies radio products produced prior to 2017 and installed in particularly harsh environments had been failing at higher than expected rates. During the quarter ended March 31, 2017, we conducted additional testing of these products and revised our estimates of warranty expenses. As a result, we recorded additional warranty expense of $9.8 million in the second quarter of 2017. During the quarter ended June 30, 2018, we completed a similar analysis and determined, based on this new information, that certain other Technologies products had been failing at higher-than-expected rates as well and that the average cost to repair or replace certain products under warranty was higher than previously estimated. As a result, in the third quarter of 2018, we recorded additional warranty expense of $14.1 million associated with such products. Related to the above warranty expenses, on April 11, 2019, an alleged stockholder filed a putative class action lawsuit against Mueller Water Products, Inc. and certain of our former and current officers (collectively, the “Defendants”) in the U.S. District Court for the Southern District of New York.York (the “Court”). The proposed class consists of all persons and entities that acquired our securities between May 9, 2016 and August 6, 2018 (the “Class Period”). The complaint alleges violations of the federal securities laws, including, among other things, that we made materially false and/or misleading statements and failed to disclose material adverse facts about our business, operations, and prospects during the proposed Class Period. The plaintiff seeks compensatory damages and attorneys’ fees and costs but does not specify the amount. Accordingly, we cannot reasonably estimate the amount of any cost or liabilities related to this matter and therefore no amounts have been accrued related to this matter as of December 31, 2019. Defendants filed their motion to dismiss on November 1, 2019 and second motion to dismiss (in response to the second amended complaint filed on December 24, 2019) on January 31, 2020. Additionally,On June 11, 2020, the parties have filed their respective briefsCourt granted Defendants’ motion to dismiss and awaitdismissed the action with prejudice. The time period for appealing the Court’s decision. We believe the allegations are without merit and intend to vigorously defend against the claims. However, the outcome of this legal proceeding cannot be predicted with certainty.decision has expired.
City of Jackson, MS v. Siemens Industry, Inc., et al. On or about August 22, 2013, Mueller Systems, LLC (“Mueller Systems”) entered into an agreement with Siemens Industries, Inc (“Siemens”) to provide automated meteradvanced metering infrastructure (“AMI”) products and services to Siemens as part of Siemens’ project for the City of Jackson, MS (the “City”). This project included products and services, which were provided by parties other than Mueller Systems, for the City’s water treatment plants, sewer lines and billing system (the “Project”). On June 11, 2018, the City filed a lawsuit against Siemens and several of its contractors (excluding Mueller Systems) for multiple claims related to the Project, including claims for fraud, negligence, breach of implied warranty of good workmanship, negligent representation, civil conspiracy, unjust enrichment, breach of contract and breach of covenant of good faith and fair dealing (“Siemens Lawsuit”). In the Siemens Lawsuit, the City alleged damages in excess of $450.0 million. On November 12, 2019, the City filed an amended complaint, adding Mueller Systems as a defendant in the Siemens Lawsuit.
In February 2020, the City dismissed all claims against Mueller Systems in the Siemens Lawsuit. On March 27, 2020, the City and Siemens executed a settlement agreement whereby Siemens agreed to pay the City $89.8 million (“Settlement Amount”) in order to settle the Siemens Lawsuit (the “Settlement”). As a result of the Settlement, Siemens is seeking to recover some or alla portion of the Settlement Amount from Mueller Systems. Mueller Systems, is reviewingand the matterparties are in negotiations to determine the portion, if any, of the Settlement Amount that may be related to Mueller Systems’ AMI products and services. However, there remains a high degree of uncertainty aroundresolve this matter as well ason reasonable terms, conditions and amounts. At June 30, 2020, we have accrued a liability of $10.0 million in connection with this matter and have also recorded an asset for related insurance proceeds of $5.0 million. However, the potential effect on Mueller Systems’ future operations, earnings, cash flowssettlement agreement is not final and financial condition. In the event Siemens initiatesultimate loss could materially differ from this amount. Should settlement negotiations fail and a legal proceedings,action ultimately arise against us in this matter, we intend to vigorously defend against any such legal action. However, the outcome of anya legal proceedingaction in this matter, if any, cannot be predicted with certainty. Accordingly, at this time, it
The COVID-19 Pandemic. The pandemic has caused, and is not practicablelikely to estimatecontinue to cause, severe economic, market and other disruptions to the U.S. and global economies. As a result of the pandemic, we experienced adverse business conditions during our third quarter. We have taken and continue to take steps to maximize liquidity by limiting cash expenditures, including furloughing significant numbers of our employees, implementing temporary shutdowns of our manufacturing facilities or portions of our manufacturing facilities, implementing temporary salary reductions for our senior leadership team, deferral of capital expenditures, reduced fees for our Board of Directors and aggressively reducing general and administrative spending. We are uncertain of the potential full magnitude or duration of the business and timingeconomic impacts from the unprecedented public health effort to contain and combat the spread of any possible obligations or payments.COVID-19, and while the extent to which the pandemic affects our results will depend on future developments, the outbreak could result in material effects to our future financial position, results of operations, cash flows and liquidity.
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Mass Shooting Event at our Henry Pratt Facility in Aurora, Illinois. On February 15, 2019, we experienced a mass shooting event at our Henry Pratt facility in Aurora, Illinois, in which five employees were killed and one employee and six law enforcement officers were injured. Various workers’ compensation claims arising from the event have been made to date, and we anticipate that additional claims may be made, and that liability under such claims, if any, is not expected to have a material adverse effect on our results of operations or cash flows. However, the possibility of other legal proceedings, and any related effects, arising from this event cannot be predicted with certainty.
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.
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Additionally, in connection with the sale of assets and the divestiture of businesses, such as the divestitures of U.S. Pipe and Anvil, 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. We monitor and analyze our warranty experience and costs periodically and may revise our accruals as necessary. Critical factors in our analyses include warranty terms, specific claim situations, general incurred and projected failure rates, the nature of product failures, product and labor costs, and general business conditions.
We are party to a number of lawsuits arising in the ordinary course of business, including product liability cases for products manufactured by us or third parties. 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 14. Subsequent Events
On April 23,July 28, 2020, our board of directors declared a dividend of $0.0525 per share on our common stock, payable on or about MayAugust 20, 2020 to stockholders of record at the close of business on May 11,August 10, 2020.
The COVID-19 pandemic has caused, and is likely to continue to cause, severe economic, market andOn July 30, 2020, we amended our ABL Agreement. This amendment, among other disruptions tothings, (i) extended the U.S. and global economies. As a result of this pandemic, we experienced increasingly adverse business conditions, especially in the latter half of March and through thetermination date of this report. We are taking stepsthe revolving credit facility to maximize liquidity by limitingJuly 29, 2025, (ii) established a LIBOR “floor” of 75 basis points, (iii) increased the margin applying to LIBOR-based loans to a range between 200 to 225 basis points, and the margin applying to base rate loans to a range between 100 to 125 basis points, (iv) increased the commitment fee applicable to unused amounts under the revolving credit commitment to 37.5 basis points and (v) increased our ability to issue cash expenditures, including furloughing significant numbersdividends.
On August 5, 2020, we announced the closure of our employees, implementing temporary shutdowns of ourWoodland, Washington knife gate manufacturing facilities or portions of our manufacturing facilities, implementing temporary salary reductions for our senior leadership team, reduced fees for our Board of Directors and aggressively reducing general and administrative spending. We are uncertain of the potential full magnitude or duration of the business and economic impacts from the unprecedented public health effort to contain and combat the spread of COVID-19, and while the extent tooperations, which COVID-19 affects our results will depend on future developments, the outbreak could result in material effectsbe relocated to our future financial position, results of operations, cash flows and liquidity.new facility in Kimball, Tennessee.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto that appear elsewhere in this report. This report contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements that address activities, events or developments that the Company intends, expects, plans, projects, believes or anticipates will or may occur in the future are forward-looking statements, including, without limitation, statements regarding outlooks, projections, forecasts, trend descriptions, the COVID-19 pandemic, go-to-market strategies, operational excellence, acceleration of new product development, end market performance, net sales performance, organic adjusted operating income and adjusted EBITDA performance, margins, capital expenditure plans, litigation outcomes, capital allocation and growth strategies, and future warranty charges. Forward-looking statements are based on certain assumptions and assessments made by the Company in light of the Company’s experience and perception of historical trends, current conditions and expected future developments.
Actual results and the timing of events may differ materially from those contemplated by the forward-looking statements due to a number of factors, including the extent, duration and severity of the impact of the COVID-19 pandemic on the Company’s operations and results, including effects on the financial health of customers (including collections), the Company and the financial/capital markets, government-mandated facility closures, COVID-19 related facility closures and other manufacturing restrictions, logistical challenges and supply chain interruptions, potential litigation and claims emanating from the COVD-19COVID-19 pandemic, and health, safety and employee/labor issues in Company facilities around the world; regional, national or global political, economic, market and competitive conditions; cyclical and changing demand in core markets such as municipal spending; government monetary or fiscal policies; residential and nonresidential construction, and natural gas distribution; manufacturing and product performance; expectations for changes in volumes, continued execution of cost productivity initiatives and improved pricing; warranty exposures (including the adequacy of warranty reserves); the Company’s ability to successfully resolve significant legal proceedings, claims, lawsuits or government investigations; compliance with environmental, trade and anti-corruption laws and regulations; changing regulatory, trade and tariff conditions; failure to achieve expected cost savings, net sales expectations, profitability expectations and manufacturing efficiencies from our large capital projectsinvestments in Chattanooga and Kimball, Tennessee and Decatur, Illinois; the failure to integrate and/or realize any of the anticipated benefits of recent acquisitions or divestitures; and other factors that are described in the section entitled “RISK FACTORS” in Item 1A of the Company’s most recently filed Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q (all of which risks may be amplified by the COVID-19 pandemic). Forward-looking statements do not guarantee future performance and are only as of the date they are made. The Company undertakes no duty to update its forward-looking statements except as required by law. Undue reliance should not be placed on any forward-looking statements. You are advised to review any further disclosures the Company makes on related subjects in subsequent Forms 10-K, 10-Q, 8-K and other reports filed with the U.S. Securities and Exchange Commission.
Overview
COVID-19 Pandemic
On March 11, 2020 the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. Since March 31, 2020, the COVID-19 pandemic has continued to spread and various state and local governments have issued or extended “shelter-in-place” orders which have impacted and restricted various aspects of our business.
We arecontinue to closely monitoringmonitor the effects of COVID-19the pandemic on all aspects of our business, including how it will impact our employees, the municipalities and the residential and non-residential industries we serve, our communities, our customers and our suppliers. While COVID-19 has not yetThe pandemic had a material negative effect on our fiscal 2020third quarter operations and affected our financial results to date,date. However, the full financial impacteffect of the pandemic cannot be reasonably estimated at this time due to the uncertainties relating to the pandemic, its severity, and its duration. These uncertainties include the severity of the virus,pandemic, the duration of the outbreak, governmental, municipality, business or other actions in response to the pandemic, the effect on customer demand and our customers’ ability to pay for our products and services, and changes to our operations caused by the pandemic. The health of our workforce and our ability to manage our operations and other critical functions cannot be predicted and are vital to our operations.
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To mitigate the negative financial impact of the pandemic, we have taken steps to maximize liquidity by limiting cash expenditures, including temporary furloughing of significant numbers of our employees, implementing temporary shutdowns of our manufacturing facilities or portions of our manufacturing facilities, implementing temporary salary reductions for our senior leadership team, deferring some capital expenditures, temporarily reducing fees for our Board of Directors and aggressively reducing general and administrative spending. Some of these steps are continuing into the fourth quarter.
Further, global economic conditions and the continued disruptions to, and volatility in, the credit and financial markets, as well as other unanticipated consequences, remain unknown.For further information regarding the effects of COVID-19the pandemic on our business, please see item 1A. Risk Factors in this report, which is incorporated herein by reference.Additionally, we have incurred incremental costs to address the COVID-19 pandemic, including costs associated with voluntary emergency paid leave, additional cleaning, disinfectants and sanitation materials to help keep our employees safe and to protect the communities that we serve as well as costs associated with a closure of a manufacturing facility in China and inefficiencies in certain other facilities.COVID-19 The pandemic has also caused supply chain disruptions that have resulted in higher costs in the manufacture of our products.
We continue to operate as an essential business, providing products and services to our customers that they need to manage and maintain our nation’s critical water infrastructure. We have implemented preparedness plans to keep our team safe while we work, including new physical distancing processes and procedures and the use of additional personal protective equipment. All of our facilities are operational and able to fill orders at May 5,August 6, 2020, and our teams have worked effectively to address the few temporary closures we have experienced. We continue to proactively monitor our supply chain and have not experienced any material supply chain issues since the temporary closure of our Jingmen facility, which is located near Wuhan in the Hubei Province.Province and partially reopened on March 15, 2020.
We continue to prioritize returning cash to our shareholders through our quarterly dividend, as we recently approveddeclared our quarterly dividend payable in May.on July 28, 2020. However, we arehave temporarily suspendingsuspended our share repurchase program to provide additional financial flexibility.
We have experienced and expect to continue to experience a material slowdown in our end markets for the second half of our fiscal year, especially in residential construction.construction, and our net sales decreased 16.7% in our third quarter as compared with the prior year period. Our municipal market end users provide critical water, energy and public works infrastructure services and continue to operate during this crisis, but they have reduced and may alsocontinue to reduce discretionary spending. We are hopeful that our end markets will recover swiftly from the impact of the pandemic. However, the timing and magnitude of any recovery remain highly uncertain. We are reviewing all aspects of our business and taking action as needed, including adjusting our production capacity to preserve liquidity and cash flow during this difficult period. In April, we began implementing temporary furloughs at some of our manufacturing plants as we adjust to market conditions and manage inventory. We have also implemented furloughs for most salaried employees, salary reductions for our senior leadership team and reduced fees for our Board of Directors. In addition to eliminating non-critical business expenses, we are evaluating further actions as the changechanges in market demand evolves.evolve.
Organization
On October 3, 2005, Walter Energy, Inc (“Walter Energy”) acquired all outstanding shares of capital stock representing the Mueller Co. and Anvil businesses and contributed them to its U.S. Pipe business to form Mueller Water Products, Inc. (“Mueller” or the “Company”). In June 2006, we completed an initial public offering of 28,750,000 shares of Series A common stock and in December 2006, Walter Energy distributed to its shareholders all of its equity interests in Mueller, completing our spin-off. We subsequently sold our U.S. Pipe and Anvil businesses in 2012 and 2017, respectively.
Business
We estimate approximately 60-65% of our 2019 net sales were for repair and replacement directly related to municipal water infrastructure spending, approximately 25-30% were related to residential construction activity and less than 10% were related to natural gas utilities.
Prior to the COVID-19 pandemic, we expected our two primary end markets, repair and replacement of water infrastructure, driven by municipal spending, and new water infrastructure installation, driven by residential construction, to grow in the low single digits during 2020. However, we nowWe continue to expect a material slowdown in our end markets for the second halfremainder of our fiscal year as a result of the economic effects of COVID-19. We expect thatthe pandemic, but residential markets will experienceconstruction has improved at a significant decrease in activity as new construction slows.faster pace than anticipated. In AprilJuly 2020, Blue Chip Economic Indicators forecasted a 10%8% decrease in housing starts for calendar 2020 compared to the prior year primarily due to COVID-19 impacts.
The COVID-19 pandemic continues to cause significant disruptions to the U.S. and global economies. While we do not believe these disruptions had a material effect on our financial position or operations through March 31, 2020, there is no assurance that the pandemic will not have a material effect on our future financial position, results of operations, cash flows, or liquidity.effects.
2223


Infrastructure
On December 3, 2018, we completed our acquisition of Krausz Development Ltd. and subsidiaries (“Krausz”), a manufacturer of pipe couplings, grips and clamps with operations in the United States and Israel, for $140.7 million, net of cash acquired, including the assumption and simultaneous repayment of certain debt of $13.2 million. We include financial results of Krausz in our consolidated financial statements on a one-month lag.
In October 2019, we acquired the noncontrolling interest of our previously existing joint venture operation for a negotiated purchase price of $5.4 million.
Technologies
The municipal market is the key end market for Technologies. The businesses in Technologies are project-oriented and depend on customer adoption of their technology-based products and services.
Critical Accounting Policies and Estimates
Accounting for Goodwill
At March 31, 2020, in connection with pandemic-related disruptions on the overall market and our business, we performed a quantitative goodwill impairment assessment of our Krausz reporting unit. The Krausz reporting unit had $85.9 million of goodwill at March 31, 2020. We used a discounted cash flow model to determine the estimated fair value of the reporting unit. We made estimates and assumptions regarding future revenue, cash flows, discount rates, and long-term growth rates to estimate the Krausz reporting unit’s fair value.
These assumptions represented our best estimates and we believe they were reasonable and appropriate. However, they are forecasts in the midst of a complex and still-developing situation with the COVID-19 pandemic, and as such they involve a high degree of uncertainty.
The discount rate in the model, which includes a forecast-risk factor, was 12.8 percent.
Long-term growth of revenue in the model beyond 2025 was 3 percent.
Long term growth of free cash flow in the model beyond 2025 growth was 5 percent.
The results of the quantitative impairment assessment indicated that the Krausz reporting unit’s fair value exceeded its carrying value. However, the excess of the estimated fair value over the carrying value was not significant,significant.
During the usethird quarter we assessed for impairment indicators of different key assumptions could result in a materially different outcome,the Krausz reporting unit and we cannot provide assurancedetermined that our estimates will be realized.it was not more-likely-than-not that the goodwill was impaired as of June 30, 2020.
The continuation of pandemic-related effects on our business and the overall market could potentially materially change the key assumptions and lead to future impairment charges.
2324


Results of Operations
Three Months Ended March 31,June 30, 2020 Compared to Three Months Ended March 31,June 30, 2019
Three months ended March 31, 2020 Three months ended June 30, 2020
InfrastructureTechnologiesCorporate  Total     InfrastructureTechnologiesCorporate  Total    
(in millions) (in millions)
Net salesNet sales$240.3  $17.4  $—  $257.7  Net sales$209.9  $18.6  $—  $228.5  
Gross profitGross profit84.2  1.8  —  $86.0  Gross profit73.5  2.2  —  $75.7  
Operating expenses:Operating expenses:Operating expenses:
Selling, general and administrativeSelling, general and administrative33.4  6.5  9.4  49.3  Selling, general and administrative29.7  6.0  11.4  47.1  
Strategic reorganization and other chargesStrategic reorganization and other charges0.4  —  0.5  0.9  Strategic reorganization and other charges—  —  8.6  8.6  
33.8  6.5  9.9  50.2  29.7  6.0  20.0  55.7  
Operating income (loss)Operating income (loss)$50.4  $(4.7) $(9.9) 35.8  Operating income (loss)$43.8  $(3.8) $(20.0) 20.0  
Non-operating expenses:Non-operating expenses:Non-operating expenses:
Pension costs (benefits) other than service(0.8) 
Pension benefit other than servicePension benefit other than service(0.7) 
Interest expense, netInterest expense, net6.0  Interest expense, net6.1  
Walter Energy Accrual—  
Income before income taxesIncome before income taxes30.6  Income before income taxes14.6  
Income tax expenseIncome tax expense6.8  Income tax expense3.4  
Net incomeNet income$23.8  Net income$11.2  
Three months ended March 31, 2019 Three months ended June 30, 2019
InfrastructureTechnologiesCorporateTotal InfrastructureTechnologiesCorporateTotal
(in millions) (in millions)
Net salesNet sales$214.1  $19.9  $—  $234.0  Net sales$250.2  $24.1  $—  $274.3  
Gross profitGross profit71.9  2.9  —  $74.8  Gross profit92.7  4.5  —  $97.2  
Operating expenses:Operating expenses:Operating expenses:
Selling, general and administrativeSelling, general and administrative30.7  6.5  8.5  45.7  Selling, general and administrative32.1  6.7  8.7  47.5  
Strategic reorganization and other chargesStrategic reorganization and other charges1.1  —  5.8  6.9  Strategic reorganization and other charges—  —  2.5  2.5  
31.8  6.5  14.3  52.6  32.1  6.7  11.2  50.0  
Operating income (loss)Operating income (loss)$40.1  $(3.6) $(14.3) 22.2  Operating income (loss)$60.6  $(2.2) $(11.2) 47.2  
Pension costs (benefits) other than service1.0  
Pension benefit other than servicePension benefit other than service(0.1) 
Interest expense, netInterest expense, net5.9  Interest expense, net4.2  
Walter Energy AccrualWalter Energy Accrual0.5  Walter Energy Accrual0.5  
Income before income taxesIncome before income taxes14.8  Income before income taxes42.6  
Income tax expenseIncome tax expense3.9  Income tax expense8.9  
Net loss$10.9  
Net incomeNet income$33.7  
Consolidated Analysis
Net sales for the quarter ended March 31,June 30, 2020 increased 10.1%decreased 16.7 percent or $23.7$45.8 million to $257.7$228.5 million from $234.0$274.3 million primarily due to increasedreduced shipment volumes at Infrastructure as well asin both segments due to the effects of the pandemic, which were partially offset by higher pricing.
Gross profit for the quarter ended March 31,June 30, 2020 increased $11.2decreased $21.5 million to $86.0$75.7 million from $74.8$97.2 million in the prior year period, primarily due to increaseddecreased shipment volumes, and higher pricing, which were partially offset by manufacturing performances$5.2 million of expenses related to the pandemic, including certain unfavorable volume variances treated as period costs, voluntary emergency paid leave for employees and higheradditional sanitation and cleaning fees. Cost of sales in the prior year quarter included $2.3 million of costs associated with tariffs.the Krausz acquisition. Gross margin was 33.4%33.1% for the quarter ended March 31,June 30, 2020 compared to 32.0%35.4% in the prior year period.
25


Selling, general and administrative expenses (“SG&A”) for the quarter ended March 31,June 30, 2020 increaseddecreased to $49.3$47.1 million from $45.7$47.5 million in the prior year period due primarily to personnel-related coststemporary expense reductions related to the pandemic, including reduced travel, trade shows and IT-related activities, whichevents as well as temporary furloughs and pay reductions for employees. These benefits were partially offset by lower travelincreases in other personnel-related expenses as a result of travel restrictions and shelter-in-place orders.professional fees. SG&A as a percentage of net sales was 19.1%20.6% and 19.5%17.3% in the quarters ended March 31,June 30, 2020 and 2019, respectively.
24


Strategic reorganization and other charges were $0.9 million in the quarter ended March 31,June 30, 2020, were $8.6 million, which primarily relate to an accrual related to a potential settlement with Siemens, facility relocation expenses and senior executive severance costs, and were $6.9$2.5 million in the prior year period. The change is primarily the $4.3 million in expenses related to the Aurora tragedy in the prior year period.
Interest expense, net increased $0.1$1.9 million in the quarter ended March 31,June 30, 2020 compared to the prior year period primarily due to decreased interest income.income and capitalized interest. The components of interest expense, net are provided below.
Three months endedThree months ended
March 31,June 30,
2020201920202019
(in millions) (in millions)
NotesNotes$6.2  $6.2  Notes$6.2  $6.2  
Deferred financing costs amortizationDeferred financing costs amortization0.3  0.2  Deferred financing costs amortization0.2  0.3  
ABL AgreementABL Agreement0.1  0.1  ABL Agreement0.2  0.1  
Capitalized interest, including adjustment(0.5) —  
Other interest expense0.2  0.1  
Capitalized interestCapitalized interest(0.5) (1.2) 
Other interest cost (benefit)Other interest cost (benefit)0.1  (0.6) 
6.3  6.6  6.2  4.8  
Interest incomeInterest income(0.3) (0.7) Interest income(0.1) (0.6) 
Interest expense, netInterest expense, net$6.0  $5.9  Interest expense, net$6.1  $4.2  
The reconciliation between the U.S. federal statutory income tax rate and the effective tax rate is presented below.
Three months ended Three months ended
March 31,June 30,
2020201920202019
U.S. federal statutory income tax rateU.S. federal statutory income tax rate21.0 %21.0 %U.S. federal statutory income tax rate21.0 %21.0 %
Adjustments to reconcile to the effective tax rate:Adjustments to reconcile to the effective tax rate:Adjustments to reconcile to the effective tax rate:
State income taxes, net of federal benefitState income taxes, net of federal benefit4.5  4.5  State income taxes, net of federal benefit4.5  4.5  
Excess tax (benefits) related to stock compensation(0.5) 0.3  
Excess tax benefits related to stock compensationExcess tax benefits related to stock compensation—  (0.3) 
Tax creditsTax credits(1.5) (1.3) Tax credits(1.7) (1.2) 
Global Intangible Low-taxed IncomeGlobal Intangible Low-taxed Income(0.2) 0.5  Global Intangible Low-taxed Income(0.1) 0.6  
Foreign income taxesForeign income taxes(0.5) —  Foreign income taxes(0.5) —  
Valuation allowanceValuation allowance(0.6) —  Valuation allowance(0.3) —  
Reversal of uncertain tax positionsReversal of uncertain tax positions(1.6) (5.2) 
OtherOther—  1.4  Other2.6  1.9  
23.3 %21.3 %
Walter Energy AccrualWalter Energy Accrual—  (0.4)%
Effective income tax rateEffective income tax rate22.2 %26.4 %Effective income tax rate23.3 %20.9 %
Segment Analysis
Infrastructure
Net sales for the quarter ended March 31,June 30, 2020 increased 12.2%decreased 16.1 percent to $240.3$209.9 million compared to $214.1$250.2 million in the prior year period due to increaseddecreased shipment volumes anddue to the effects of the pandemic, which were partially offset by higher pricing. The increased shipment volumes were driven by iron gate valves, hydrants, specialty valves and repair products.
26


Gross profit for the quarter ended March 31,June 30, 2020 increaseddecreased to $84.2$73.5 million from $71.9$92.7 million in the prior year period primarily due to increaseddecreased shipment volumes and higher sales pricing, which were partially offset by higher$4.5 million of expenses related to the pandemic, including certain unfavorable volume variances treated as period costs, associated with tariffs,voluntary emergency paid leave for employees and manufacturing performance, which included $1.0 million in startup costs associated with our large casting foundry expansion in Chattanooga.additional sanitation and cleaning fees. The prior year period included $2.2$2.3 million of costs related to the Krausz acquisition. Gross margin was 35.0% for the quarter ended March 31,June 30, 2020 compared to 33.6%37.1% in the prior year period.
SG&A for the quarter ended March 31,June 30, 2020 increaseddecreased to $33.4$29.7 million from $30.7$32.1 million in the prior year period. This decrease was primarily due to decreased personnel related costs from temporary cost savings initiatives related to the pandemic. SG&A as a percentage of net sales was 14.1% and 12.8% for the quarters ended June 30, 2020 and 2019, respectively.
Technologies
Net sales in the quarter ended June 30, 2020 decreased to $18.6 million from $24.1 million in the prior year period, due to lower shipment volumes. We experienced a decline during the quarter as projects were delayed because of shelter-in-place restrictions.
Gross profit in the quarter ended June 30, 2020 was $2.2 million and was $4.5 million in the prior year period. The decline in gross profit was primarily due to the decline in net sales. Expenses related directly to the pandemic totaled $0.7 million.
SG&A decreased to $6.0 million from $6.7 million in the prior year period. SG&A as a percentage of net sales was 32.3% and 27.8% for the quarters ended June 30, 2020 and 2019, respectively.
Corporate
SG&A was $11.4 million in the quarter ended June 30, 2020 and was $8.7 million in the prior year period. This increase was primarily due to increased personnel related costs. SG&A as a percentage of net sales was 13.9% and 14.3% for the quarters ended March 31, 2020 and 2019, respectively.
25


Technologies
Net sales in the quarter ended March 31, 2020 decreased to $17.4 from $19.9 million in the prior year period, driven by lower shipment volumes at Metrology, partially offset by higher volumes at Echologics. We experienced a decline in March 2020 as projects were delayed due to shelter-in-place restrictions.
Gross profit in the quarter ended March 31, 2020 was $1.8 million compared to $2.9 million in the prior year period.
SG&A remained flat at $6.5 million in both quarters ended March 31. SG&A as a percentage of net sales was 37.4% and 32.7% for the quarters ended March 31, 2020 and 2019, respectively.
Corporate
SG&A was $9.4 million in the quarter ended March 31, 2020 and was $8.5 million in the prior year period. This increase was primarily due to IT-relatedinformation technology-related activities, personnel-related costs and professional fees.
Six Months Ended March 31, 2020 Compared to Six Months Ended March 31, 2019
 Six months ended March 31, 2020
 InfrastructureTechnologiesCorporate  Total    
 (in millions)
Net sales$433.1  $37.2  $—  $470.3  
Gross profit152.4  6.2  —  $158.6  
Operating expenses:
Selling, general and administrative65.9  12.9  20.4  99.2  
Strategic reorganization and other charges0.4  —  2.9  3.3  
66.3  12.9  23.3  102.5  
Operating income (loss)$86.1  $(6.7) $(23.3) 56.1  
Non-operating expenses:
Pension costs (benefits) other than service(1.5) 
Interest expense, net13.4  
Walter Energy Accrual0.2  
Income before income taxes44.0  
Income tax expense9.9  
Net income$34.1  
 Six months ended March 31, 2019
 InfrastructureTechnologiesCorporateTotal
 (in millions)
Net sales$386.1  $40.7  $—  $426.8  
Gross profit128.7  6.2  —  $134.9  
Operating expenses:
Selling, general and administrative56.6  13.5  16.6  86.7  
Strategic reorganization and other charges1.1  —  9.0  10.1  
57.7  13.5  25.6  96.8  
Operating income (loss)$71.0  $(7.3) $(25.6) 38.1  
Pension costs (benefits) other than service0.9  
Interest expense, net11.4  
Walter Energy Accrual37.9  
Loss before income taxes(12.1) 
Income tax benefit(2.0) 
Net loss$(10.1) 
2627


Nine Months Ended June 30, 2020 Compared to Nine Months Ended June 30, 2019
 Nine months ended June 30, 2020
 InfrastructureTechnologiesCorporate  Total    
 (in millions)
Net sales$643.0  $55.8  $—  $698.8  
Gross profit225.9  8.4  —  $234.3  
Operating expenses:
Selling, general and administrative95.6  18.9  31.8  146.3  
Strategic reorganization and other charges0.4  —  11.5  11.9  
96.0  18.9  43.3  158.2  
Operating income (loss)$129.9  $(10.5) $(43.3) 76.1  
Non-operating expenses:
Pension benefit other than service(2.2) 
Interest expense, net19.5  
Walter Energy Accrual0.2  
Income before income taxes58.6  
Income tax expense13.3  
Net income$45.3  
 Nine months ended June 30, 2019
 InfrastructureTechnologiesCorporateTotal
 (in millions)
Net sales$636.3  $64.8  $—  $701.1  
Gross profit221.4  10.7  —  $232.1  
Operating expenses:
Selling, general and administrative88.7  20.2  25.3  134.2  
Strategic reorganization and other charges1.1  —  11.5  12.6  
89.8  20.2  36.8  146.8  
Operating income (loss)$131.6  $(9.5) $(36.8) 85.3  
Pension costs other than service0.8  
Interest expense, net15.6  
Walter Energy Accrual38.4  
Loss before income taxes30.5  
Income tax benefit6.9  
Net income$23.6  
Consolidated Analysis
Net sales for the sixnine months ended March 31,June 30, 2020 increased 10.2%decreased 0.3% or $43.5$2.3 million to $470.3$698.8 million from $426.8$701.1 million in the prior year period primarily due to increaseddecreased shipment volumes at Infrastructure,in both segments due to the pandemic, which was offset by the addition of Krausz sales in the first quarter, and higher pricing.
Gross profit for the sixnine months ended March 31,June 30, 2020 increased $23.7$2.2 million to $158.6$234.3 million from $134.9$232.1 million in the prior year period, primarily due to higher pricing, improved product mix and the addition of Krausz, which werewas partially offset by higher costs associated with tariffsdecreased shipments and inflation.pandemic-related expenses. The prior year period included $2.2$4.5 million of expenses related to the Krausz inventory step-up. Gross margin was 33.7%33.5% for the quarternine months ended March 31,June 30, 2020 compared to 31.6%33.1% in the prior year period.
28


Selling, general and administrative expenses (“SG&A”) for the sixnine months ended March 31,June 30, 2020 increased to $99.2$146.3 million from $86.7$134.2 million in the prior year period due primarily to the inclusion of Krausz’s SG&A expenses in the first quarter as well as IT-relatedinformation technology related activities, personnel-related costs and professional fees. SG&A as a percentage of net sales was 21.1%20.9% and 20.3%19.1% in the sixnine months ended March 31,June 30, 2020 and 2019, respectively.
Strategic reorganization and other charges were $3.3$11.9 million in the sixnine months ended March 31,June 30, 2020 and were $10.1$12.6 million in the prior year period. The change is primarily driven by $4.3 million in expenses related to the Aurora tragedy in the prior year period.
Interest expense, net increased $2.0$3.9 million in the sixnine months ended March 31,June 30, 2020 compared to the prior year period primarily due to decreased interest income and a non-cash adjustment to capitalized interest in the six month period and decreased interest income.first quarter of the current period. The components of interest expense, net are provided below.
Six months endedNine months ended
March 31,June 30,
2020201920202019
(in millions) (in millions)
NotesNotes$12.4  $12.4  Notes$18.6  $18.6  
Deferred financing costs amortizationDeferred financing costs amortization0.6  0.6  Deferred financing costs amortization0.9  0.9  
ABL AgreementABL Agreement0.3  0.3  ABL Agreement0.4  0.4  
Capitalized interest, including adjustmentCapitalized interest, including adjustment0.7  —  Capitalized interest, including adjustment0.2  (1.2) 
Other interest expenseOther interest expense0.2  0.3  Other interest expense0.3  (0.3) 
14.2  13.6  20.5  18.4  
Interest incomeInterest income$(0.8) $(2.2) Interest income$(1.0) $(2.8) 
Interest expense, netInterest expense, net$13.4  $11.4  Interest expense, net$19.5  $15.6  
The reconciliation between the U.S. federal statutory income tax rate and the effective tax rate is presented below.
 Six months ended
March 31,
20202019
U.S. federal statutory income tax rate21.0 %21.0 %
Adjustments to reconcile to the effective tax rate:
State income taxes, net of federal benefit4.5  1.8  
Excess tax (benefits) related to stock compensation(0.8) 2.5  
Tax credits(1.4) 2.6  
Global Intangible Low-taxed Income—  (1.1) 
Foreign income taxes(0.6) —  
Valuation allowance(0.6) —  
Other0.4  (1.9) 
22.5 %24.9 %
Walter Energy accrual—  (12.9) 
Transition tax—  4.7  
Effective income tax rate22.5 %16.8 %
27


 Nine months ended
June 30,
20202019
U.S. federal statutory income tax rate21.0 %21.0 %
Adjustments to reconcile to the effective tax rate:
State income taxes, net of federal benefit4.5  5.6  
Excess tax benefits related to stock compensation(0.6) (1.4) 
Tax credits(2.6) (2.7) 
Global Intangible Low-taxed Income(0.1) 1.2  
Foreign income taxes(0.6) —  
Valuation allowance(0.5) —  
Reversal of uncertain tax positions(0.5) (7.2) 
Other2.0  3.6  
22.6 %20.0 %
Walter Energy Accrual—  4.6  
Transition tax benefit—  (1.9) 
Effective income tax rate22.6 %22.7 %
Segment Analysis
Infrastructure
Net sales for the sixnine months ended March 31,June 30, 2020 increased 12.2%1.1% to $433.1$643.0 million compared to $386.1$636.3 million in the prior year period due increased shipment volume,to the inclusion of Krausz in the first quarter and higher pricing.pricing, partially offset by declines in volume associated with the pandemic.
29


Gross profit for the sixnine months ended March 31,June 30, 2020 increased to $152.4$225.9 million from $128.7$221.4 million in the prior year period primarily due to the inclusion of Krausz and higher sales pricing.pricing, partially offset by declines in volume and recognition of certain manufacturing variances as period costs and other expenses associated with the pandemic. The prior year period included $2.2$4.5 million of expenses related to the Krausz inventory step-up. Gross margin was 35.2%35.1% for the sixnine months ended March 31,June 30, 2020 compared to 33.3%34.8% in the prior year period.
SG&A for the sixnine months ended March 31,June 30, 2020 increased to $65.9$95.6 million from $56.6$88.7 million in the prior year period. This increase was primarily due to the inclusion of Krausz.Krausz, which was offset by cost reduction measures we have taken related to the pandemic. SG&A as a percentage of net sales was 15.2%14.9% and 14.7%13.9% for the sixnine months ended March 31,June 30, 2020 and 2019, respectively.
Technologies
Net sales in the sixnine months ended March 31,June 30, 2020 decreased to $37.2$55.8 million from $40.7$64.8 million in the prior year period, driven by lower shipment volumes at Metrology,from our metering products and reduced volume of leak-detection services performed due to the pandemic, which was offset by higher volumes at Echologics as well as higher pricing.
Gross profit was flat at $6.2$8.4 million compared to $10.7 million in each six-month period ended March 31.the prior year period.
SG&A decreased to $12.9$18.9 million in the sixnine months ended March 31,June 30, 2020 compared to $13.5$20.2 million in the prior year period primarily due to reduced marketing and personnel-related expenses.expenses, including those cost reduction measures related to the pandemic. SG&A as a percentage of net sales was 34.7%33.9% and 33.2%31.2% for the sixnine months ended March 31,June 30, 2020 and 2019, respectively.
Corporate
SG&A was $20.4$31.8 million in the sixnine months ended March 31,June 30, 2020 and was $16.6$25.3 million in the prior year period. This increase was primarily due to IT-related activities, personnel-related costs and professional fees.fees, which were offset by cost reduction measures we have taken related to the pandemic.
Liquidity and Capital Resources
We had cash and cash equivalents of $111.3$170.7 million at March 31,June 30, 2020 and $159.0$116.1 million of additional borrowing capacity under our ABL Agreement based on March 31,June 30, 2020 data. Undistributed earnings from our subsidiaries in Canada, China, and Israel are considered to be permanently invested outside the United States. At March 31,June 30, 2020, cash and cash equivalents included $9.2$8.3 million, $6.5$5.4 million and $18.0$17.6 million in Canada, China and Israel, respectively. As of May 5,August 6, 2020, we have no plans to repatriate cash.
We declared a quarterly dividend of $0.525$0.0525 per share as of April 23,on July 28, 2020, and as of May 5,payable on August 20, 2020, we have no plans to suspend our dividend payments.which will result in an estimated $8.3 million cash outlay.
We repurchased $5.0 million indid not purchase any shares of our common stock during the quarter ended March 31,June 30, 2020 and have $145 million remaining on our share repurchase authorization. To enhance our liquidity position in response to the COVID-19 pandemic, we elected to temporarily suspend share repurchases under our existing share repurchase program. The existing program remains authorized by the Board of Directors and we may resume share repurchases in the future at any time, depending upon market conditions, our capital needs and other factors.

The ABL Agreement and Notes contain customary representations and warranties, covenants and provisions governing an event of default.  The covenants restrict our ability to engage in certain specified activities, including but not limited to the payment of dividends and the redemption of our common stock.
2830


Cash flows from operating activities are categorized below.
Six months endedNine months ended
March 31,June 30,
2020201920202019
(in millions) (in millions)
Collections from customersCollections from customers$462.1  $375.7  Collections from customers$716.2  $704.0  
Disbursements, other than interest and income taxesDisbursements, other than interest and income taxes(424.8) (378.7) Disbursements, other than interest and income taxes(586.0) (635.6) 
Walter tax matter paymentWalter tax matter payment(22.2) —  Walter tax matter payment(22.2) —  
Interest payments, netInterest payments, net(12.2) (11.2) Interest payments, net(24.3) (23.2) 
Income tax payments, netIncome tax payments, net(5.9) (14.9) Income tax payments, net(5.9) (27.4) 
Cash (used in) operating activities$(3.0) $(29.1) 
Cash provided by operating activitiesCash provided by operating activities$77.8  $17.8  
Collections from customers were higher during the sixnine months ended March 31,June 30, 2020 compared to the prior year period primarily due to increased sales.the inclusion of Krausz in our consolidated results.
IncreasedDecreased disbursements, other than interest and income taxes, during the sixnine months ended March 31,June 30, 2020 primarily reflect increased expenses, differences in the timingresults of expenditures.cost containment actions we have taken during the pandemic. Additionally we disbursed $22.2 million related to the final settlement of the Walter tax matter.
Capital expenditures were $37.3$51.2 million in the sixnine months ended March 31,June 30, 2020 compared to $30.5$52.9 million in the prior year period. These expenditures were primarily investment in previously announced large capital projects. For the full-year 2020, we have reduced our plans for capital expenditures and now expect spending to be between $70$71 million and $75 million as compared with our prior guidance range of between $80 million and $90 million.

We anticipate that our existing cash, cash equivalents and borrowing capacity combined with our expected operating cash flows will be sufficient to meet our anticipated operating expenses, income tax payments, capital expenditures and debt service obligations as they become due through March 31,June 30, 2021.
We believe that additional borrowings through various financing alternatives remain available if required. The future effects of the pandemic cannot be predicted with certainty and may increase our borrowing costs and other costs of capital or otherwise adversely affect our financial condition and liquidity, and we cannot guarantee that we will have access to external financing at times and on terms we consider acceptable, or at all, or that we will not experience other liquidity issues going forward.
ABL Agreement
At March 31,June 30, 2020, the ABL Agreement consisted of a revolving credit facility for up to $175 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 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.
BorrowingsAt July 30, 2020, the maturity of the ABL Agreement was extended to July 29, 2025 and borrowings under the amended ABL Agreement bear interest at a floating rate equal to LIBOR, plus a margin ranging from 125200 to 150225 basis points, or a base rate, as defined in the ABL Agreement, plus a margin ranging from 25100 to 50125 basis points. At MarchJuly 31, 2020, the applicable LIBOR-based margin was 125200 basis points.
The amended ABL Agreement terminates on July 13, 2021. We payagreement also calls for a commitment fee for any unused borrowing capacity under the ABL Agreement of 2537.5 basis points, per annum.annually, on undrawn amounts.
The ABL Agreement is subject to mandatory prepayments if total outstanding borrowings under the ABL Agreement are greater than the aggregate commitments under the revolving credit facility or if we dispose of overdue accounts receivable in certain circumstances. The borrowing base under the ABL Agreement is equal to the sum of (a) 85% of the value of eligible accounts receivable and (b) the lesser of (i) 70% of the value of eligible inventories or (ii) 85% of the net orderly liquidation value of the value of eligible inventories, less certain reserves. Prepayments can be made at any time with no penalty.
Substantially all of our U.S. subsidiaries are borrowers under the ABL Agreement and are jointly and severally liable for any outstanding borrowings. Our obligations under the ABL Agreement are secured by a first-priority perfected lien on all of our U.S. inventories, accounts receivable, certain cash and other supporting obligations.
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Borrowings are not subject to any financial maintenance covenants unless excess availability is less than the greater of $17.5 million and 10% of the Loan Cap under the ABL Agreement.
5.5% Senior Unsecured Notes
On June 12, 2018, we privately issued $450.0 million of Senior Unsecured Notes (“Notes”), which mature in June 2026 and bear interest at 5.5%, paid semi-annually. Substantially all of our U.S. subsidiaries guarantee the Notes, which are subordinate to borrowings under the ABL. Based on quoted market prices, the outstanding Notes had a fair value of $435.4$460.1 million at March 31, 2020. Our Notes are not widely traded, but traded in excess of par in MayJune 30, 2020.
An indenture securing the Notes (“Indenture”) contains customary covenants and events of default, including covenants that limit our ability to incur certain debt and liens, pay dividends and certain other restricted payments and make investments. There are no financial maintenance covenants associated with the Indenture. We believe we were compliant with these covenants at March 31, 2020 and expect to remain in compliance through March 31, 2021.June 30, 2020.
We may redeem some or all of the Notes at any time or from time to time prior to June 15, 2021 at certain “make-whole” redemption prices (as set forth in the Indenture) and on or after June 15, 2021 at specified redemption prices (as set forth in the Indenture). Additionally, we may redeem up to 40% of the aggregate principal amount of the Notes at any time or from time to time prior to June 15, 2021 with the net proceeds of specified equity offerings at specified redemption prices (as set forth in the Indenture). Upon a change in control (as defined in the Indenture), we will be required to offer to purchase the Notes at a price equal to 101% of the outstanding principal amount of the Notes.
Our corporate credit rating and the credit rating for our debt are presented below. These ratings are not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency.
Moody’s  Standard & Poor’s Moody’s  Standard & Poor’s
March 31,September 30,March 31,September 30,June 30,September 30,June 30,September 30,
20202019202020192020201920202019
Corporate credit ratingCorporate credit ratingBa2Ba2BBBBCorporate credit ratingBa2Ba2BBBB
ABL AgreementABL AgreementNot ratedNot ratedNot ratedNot ratedABL AgreementNot ratedNot ratedNot ratedNot rated
NotesNotesBa3Ba3BBBBNotesBa3Ba3BBBB
OutlookOutlookStableStableStableStableOutlookStableStableStableStable

Off-Balance Sheet Arrangements
We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as “structured financefinance” or “special purposepurpose” entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, at March 31,June 30, 2020 we did not have any undisclosed borrowings, debt, derivative contracts or synthetic leases. Therefore, we were not exposed to any financing, liquidity, market or credit risk that could have arisen had we engaged in such relationships.
We use letters of credit and surety bonds in the ordinary course of business to ensure the performance of contractual obligations. At March 31,June 30, 2020, we had $13.8 million of letters of credit and $23.1$37.7 million of surety bonds outstanding.
Seasonality
Our business is seasonal due to the impact of cold weather conditions. Net sales and operating income have historically been lowest in the quarterly periods ending December 31 and March 31 when the northern United States and all of Canada generally face weather conditions that restrict significant construction activity.
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Item 4. CONTROLS AND PROCEDURES
During the quarter ended March 31,June 30, 2020, we continued our multi-year implementation of upgrades to our enterprise resource planning (ERP) system and the implementation of a new information technology system for processing of payroll and employee-related transactions.
Aside from the above, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
As a result of the COVID-19 pandemic, many of our employees began working remotely in March 2020.2020 and continued to do so as of the date of this filing. This change to our working environment did not have a material effect on our internal control over financial reporting during the most recent quarter. We will continue monitoring and assessing any impacts from the COVID-19 pandemic on our internal controls.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.
Our Chief Executive Officer and our Chief Financial Officer have concluded, based on an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) by our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, that such disclosure controls and procedures were effective as of the end of the period covered by this report.
Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls can prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. There are inherent limitations in all control systems, including the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of one or more persons. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and, while our disclosure controls and procedures are designed to be effective under circumstances where they should reasonably be expected to operate effectively, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in any control system, misstatements due to error or fraud may occur and not be detected.
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PART II OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Refer to the information provided in Note 13. to the Notes to the Condensed Consolidated Financial Statements presented in Item 1. of Part I of this report.
Item 1A.  RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed in PART I, “Item 1A. RISK FACTORS” in our Annual Report, each of which could materially affect our business, financial condition or operating results. These described risks are not the only risks facing us. Additional risks and uncertainties not known to us or that we deem to be immaterial also may materially adversely affect our business, financial condition or operating results.
Our operations and results may be negatively impacted byThe negative impact of the COVID-19 global pandemic.pandemic on our operations may increase
The outbreak of COVID-19 is impacting cities, states and countries around the world and is temporarily changing the way we live and work. The COVID-19 pandemic has also caused a shift in how we manage our business, think about work and how our work gets done. As the pandemic continues to spread throughout the United States, businessesBusinesses as well as federal, state and local governments have implemented significant actionsmeasures to attempt to mitigate this public health crisis.crisis and may continue to take additional actions. Although the ultimate severity and duration of the COVID-19 pandemic is uncertain at this time, the pandemic is likely to havehaving meaningful adverse impacts on our financial condition and results of operations including,as discussed in PART I, “Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.”. As the impact of the pandemic continues, we may continue to experience additional plant closures, illness or quarantine of our employees, supply chain disruptions, transportation delays, cost increases, more extensive travel restrictions, closures or disruptions of businesses and facilities, or social, economic, political or labor instability in the affected areas. These same factors may continue to impact our suppliers, customers and distributors.distributors and the severity of such impacts could increase. We have enactedimplemented significant changes to the way we work in an attempt to enhance and secure the health and safety of our workforce and the communities in which they operate. However, the health implications of the COVID-19 pandemic are extensive and the extent, duration and severity of the pandemic are highly uncertain. It is also uncertain whether the measures we have taken — and additional measures we may undertake in the future — and the actions taken by federal, state and local governmental agencies will be successful. Accordingly, should there be unexpected health implications for our employees, communities or others, we could face litigation or other claims and we could suffer damage to our reputation, brand and operations, which could adversely affect our business.
We have incurred additional costs to address the COVID-19 pandemic as discussed in PART I, “Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,”, including costs associated with unfavorable volume variances, voluntary emergency paid leave, additional cleaning, disinfectants and sanitation materials for our employees and at our facilities. We expect to continue to incur such costs, which may be significant, as we continue to implement operational changes in response to this pandemic. All of our facilities arewere operational and able to fill orders at May 5,on August 6, 2020, and our teams have worked effectively to address the few temporary closures we have experienced. The COVID-19 pandemic has also caused supply chain disruption that has resulted in higher costs in the manufacture of our products. TheseWe expect these conditions couldto persist or worsen.for the near term and may worsen until the pandemic abates.
Continued disruptions in our markets and the global economy may cause us to have to assess impairments of our assets and cause us to incur and record non-cash impairment charges.
Further, our management is focused on mitigating the impact of the COVID-19 pandemic on our operations, which has required, and will continue to require, a large investment of time and resources across our business and may delay other strategic initiatives and large capital projects that are important to the business. Additionally, many of our employees are working remotely. An extended period of remote work arrangements could strain our business continuity plans, introduce operational risk, including but not limited to cybersecurity risks, and impair our ability to manage our business.
The extent to which the COVID-19 pandemic impacts us will depend on a number of factors and developments that we are not able to predict or control, including, among others: the severity of the virus; the duration of the outbreak; governmental, business and other actions (which could include limits on funding for our products or services); the health of and the effect on our workforce; and the potential effects on our internal controls including those over financial reporting and information technology as a result of changes in working environments such as shelter-in-place and similar orders that are applicable to our employees, including management. In addition, if the pandemic continues to create disruptions or turmoil in the credit or financial markets, it could adversely affect our ability to access capital on favorable terms and continue to meet our liquidity needs, all of which are highly uncertain and cannot be predicted.
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We also cannot predict the impact that the COVID-19 pandemic will have on third parties with which we do business, and each of their financial conditions, including their viability and ability to pay for our products and services; however, any material effect on these parties could adversely impact us. The extent of the impact of the COVID-19 pandemic on our operations and financial results depends on future developments and is highly uncertain. The situation is changing rapidly and future impacts may materialize that are not yet known.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the quarter ended March 31,June 30, 2020, shares were surrendered to us to pay the tax withholding obligations of participants in connection with the lapsing of restrictions on restricted stock units as follows:
PeriodTotal number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced plans or programsMaximum dollar value of shares that may yet be purchased under the plans or programs (in millions)
January 1-31, 20207,666  $12.20  —  $150.0  
February 1-29, 2020418,374  11.93  418,374  145.0  
March 1-31, 2020—  —  —  145.0  
Total426,040  $—  418,374  145.0  
PeriodTotal number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced plans or programsMaximum dollar value of shares that may yet be purchased under the plans or programs (in millions)
April 1-30, 2020—  $—  —  $145.0  
May 1-31, 2020—  —  —  145.0  
June 1-30, 2020529  9.70  —  145.0  
Total529  $—  —  145.0  
We repurchased $5.0 million in shares of our common stock during the quarter ended March 31, 2020 under our share repurchase authorization, and we have $145 million remaining under this authorization. We have temporarily suspended our share repurchase program.program due to COVID-19. We have $145 million remaining under our share repurchase authorization.
Item 6.  EXHIBITS
Exhibit No. Document
10.1*
31.1* 
31.2* 
32.1* 
32.2* 
101*
104*Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its iXBRL tags are embedded within the Inline XBRL document.
*  Filed with this quarterly report
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MUELLER WATER PRODUCTS, INC.
Date:May 5,August 6, 2020By:/s/ Michael S. Nancarrow
  Michael S. Nancarrow
  Chief Accounting Officer

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