What changed in this filing

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Item 1. Financial Statements

2021-08-05 compared with 2021-05-04 · 149 added, 72 removed, 505 unchanged (30% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, September 30,

June 30, September 30,

(in millions, except share amounts)

Cash and cash equivalents $ 228.6 $ 208.9

Receivables, net of allowance of $ 5.8 million and $ 4.8 million

Receivables, net of allowance for credit losses of $ 3.1 million and $ 2.5 million

Inventories, net 176.9 162.5

18 unchanged sentences

600,000,000 shares authorized;

158,490,451 and 158,064,750 shares outstanding at March 31, 2021 and September 30, 2020, respectively 1.6 1.6

158,527,319 and 158,064,750 shares outstanding at June 30, 2021 and September 30, 2020, respectively

Additional paid-in capital 1,358.7 1,378.0

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended Six months ended

March 31, March 31,

Three months ended Nine months ended

June 30, June 30,

2021 2020 2021 2020

11 unchanged sentences

Interest expense, net 6.8 6.1 19.0 19.5

Loss on early extinguishment of debt 16.7 — 16.7 —

Walter Energy Accrual — — — 0.2

14 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended Six months ended

March 31, March 31,

Three months ended Nine months ended

June 30, June 30,

2021 2020 2021 2020

1 unchanged sentence

Net income $ 14.4 $ 11.2 $ 52.0 $ 45.3

Other comprehensive (loss) income:

Other comprehensive income (loss):

Pension 0.7 0.7 1.9 2.2

1 unchanged sentence

Foreign currency translation 4.4 ( 1.7 ) 8.5 —

Total other comprehensive (loss) income, net — ( 1.1 ) 5.0 2.9

Total other comprehensive income (loss), net 4.9 ( 1.2 ) 9.9 1.7

Total comprehensive income $ 19.3 $ 10.0 $ 61.9 $ 47.0

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Three months ended Six months ended

March 31, March 31,

Three months ended Nine months ended

June 30, June 30,

2021 2020 2021 2020

30 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended

Nine months ended

(in millions)

1 unchanged sentence

Net income $ 52.0 $ 45.3

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation 23.4 21.7

Amortization 21.2 21.1

Loss on early debt extinguishment 16.7 —

Stock-based compensation 6.3 3.8

1 unchanged sentence

Deferred income taxes 0.9 1.4

Inventory reserves provision 6.8 5.6

Other, net 1.2 1.6

Changes in assets and liabilities:

Changes in assets and liabilities, net of acquisition:

Receivables, net ( 18.1 ) 17.4

Inventories, net ( 19.7 ) ( 13.4 )

Inventories ( 19.1 ) 5.0

Other assets 0.3 0.7

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Other noncurrent liabilities 3.7 ( 6.4 )

Net cash provided by (used in) operating activities

Net cash provided by operating activities 123.3 77.8

Investing activities:

Capital expenditures ( 46.1 ) ( 51.2 )

Proceeds from sales of assets 0.3 0.1

Acquisition, net of cash acquired ( 19.7 ) —

Proceeds from sale of assets 0.4 0.3

Net cash used in investing activities

1 unchanged sentence

Financing activities:

Issuance of debt 450.0 —

Repayment of debt ( 462.4 ) —

Dividends paid ( 26.1 ) ( 24.9 )

Deferred financing costs paid ( 6.0 ) —

Proceeds from financing transaction 3.9 —

Acquisition of joint venture partner's interest — ( 5.2 )

1 unchanged sentence

Common stock issued 1.5 2.6

Proceeds from financing transaction 3.9 —

Deferred financing costs paid ( 0.5 ) —

Common stock repurchased under buyback program — ( 5.0 )

6 unchanged sentences

Cash and cash equivalents at end of period $ 228.6 $ 170.7

Supplemental cash flow information:

Cash paid for interest $ 25.2 $ 24.3

Cash paid for income taxes $ 12.6 $ 5.9

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

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2021

FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2021

1 Organization and Basis of Presentation

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Infrastructure acquired the remaining 51% ownership interest in the business in October 2019.

On June 14, 2021, we acquired all the outstanding capital stock of i2O Water Ltd, a provider of pressure management solutions to more than 100 water companies in 45 countries.

i2O Water Ltd is organized under the laws of the United Kingdom.

The condensed consolidated balance sheet at June 30, 2021 includes the preliminary acquisition accounting for i20 Water Ltd.

The results of i20 Water Ltd’s operations and cash flows for the period subsequent to the acquisition are included in the condensed consolidated statement of operations and condensed consolidated statement of cash flows, respectively, since the acquisition date.

Refer to Note 2 for additional disclosures related to the acquisition.

During the three months ended March 31, 2021, we aligned the consolidation of the financial statements of Krausz Industries Development Ltd.

and subsidiaries (“Krausz”) in the Company’s consolidated financial statements, eliminating the previous inclusion of Krausz financial statements with a one-month reporting lag.

We believe this change in accounting principle is preferable as the financial statements of all of our subsidiaries are now reported on the same basis, providing the most current information available.

In accordance with applicable accounting literature, the elimination of the one-month reporting lag is considered to be a change in accounting principle.

The effect of the elimination of the reporting lag during the three and six months ended March 31, 2021 resulted in an increase of $6.0 million to net sales and an increase of $1.4 million to operating income.

The effect of the elimination of the reporting lag during the nine months ended June 30, 2021 resulted in an increase of $6.0 million to net sales and an increase of $1.4 million to operating income.

We concluded that the effect of this change is not material to the balance sheets, statements of operations, statements of cash flows, net income and earnings per share and therefore have not retrospectively applied this change.

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Net sales and operating income have historically been lowest in the three month 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.

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.

In preparing these financial statements in conformity with GAAP, we have considered and, where appropriate, included the effects of the COVID-19 pandemic on our operations.

The pandemic continues to provide significant challenges to the U.S.

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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.

During 2016, the Financial Accounting Standards Board (“FASB”) issued standard ASC 326 - Current Expected Credit Losses to replace the “incurred loss” impairment approach with an “expected loss” approach, which requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

Recently Adopted Accounting Guidance

During 2016, the Financial Accounting Standards Board (“FASB”) issued standard Accounting Standard Codification (“ASC”) 326 - Current Expected Credit Losses to replace the “incurred loss” impairment approach with an “expected loss”

approach, which requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

We have completed historical and forward-looking analyses for receivables and adopted this guidance effective October 1, 2020.

Upon adoption, there was no material impact to our financial statements.

Recent Accounting Guidance Not Yet Adopted

In December 2019, the FASB issued Accounting Standards Update (“ASU”) No.

2019-12, "Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes ” (“ASU 2019-12”).

ASU 2019-12 simplifies the accounting for income taxes by clarifying and amending existing guidance related to the recognition of franchise tax, the evaluation of a step up in the tax basis of goodwill, and the effects of enacted changes in tax laws or rates in the effective tax rate computation, among other clarifications.

ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year, with early adoption permitted.

We plan to adopt this standard on October 1, 2021 and do not expect it to have a material impact on our financial statements.

In March 2020, the FASB issued ASU No.

2020-04, "Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting" (“ASU 2020-04”).

The new guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met.

The amendments apply only to contracts and hedging relationships that reference the London Inter Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform.

ASU 2020-04 is effective from March 12, 2020, but can be adopted prospectively from a date within an interim period subsequent to March 12, 2020.

We are currently evaluating our contracts and the optional expedients provided by ASU 2020-04.

We plan to adopt this standard on October 1, 2021 and do not expect it to have a material impact on our financial statements.

Restructuring

In November 2019, we announced the purchase of a new facility in Kimball, Tennessee to support and enhance our investment in our Chattanooga, Tennessee large casting foundry.

5 unchanged sentences

Of the total $ 14.0 million estimated costs, approximately $ 3.6 million are expected to be non-cash charges.

Expenses incurred during the three months ended March 31, 2021 were approximately $ 3.3 million, including approximately $ 0.9 million of termination benefit costs which are included in Strategic reorganization and other charges and approximately $ 2.4 million in inventory write-downs which are included in Cost of sales.

Expenses incurred during the nine months ended June 30, 2021 were approximately $ 4.2 million, including approximately $ 1.8 million of termination benefit costs which are included in Strategic reorganization and other charges and approximately $ 2.4 million in inventory write-downs which are included in Cost of sales.

Activity in accrued restructuring, reported as part of other current liabilities, is presented below.

Six months ended

Nine months ended

(in millions)

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Under the NMTC, Wells Fargo contributed capital of $ 4.8 million to an investment fund and we loaned $ 12.2 million to the fund.

Wells Fargo is entitled to the associated tax credits, which are subject to 100% recapture if we do not comply with various regulations and contractual provisions surrounding the foundry project.

Wells Fargo is entitled to the associated tax credits, which are subject to 100% recapture if we do not comply with

various regulations and contractual provisions surrounding the foundry project.

We have indemnified Wells Fargo for any loss or recapture of tax credits related to the transaction until the seven-year period lapses.

12 unchanged sentences

Direct costs associated with Wells Fargo’s capital contribution have been netted against the recorded proceeds, resulting in a net cash contribution to us of $ 3.9 million.

Other direct costs incurred associated with executing the transaction were

capitalized and will be recognized as interest expense over the seven-year tax credit period.

Other direct costs incurred associated with executing the transaction were capitalized and will be recognized as interest expense over the seven-year tax credit period.

Incremental costs to maintain the structure during the compliance period will be expensed as incurred.

Business Combination

Acquisition of i20 Water Ltd

On June 14, 2021, we acquired all the outstanding capital stock of i20 Water Ltd for $ 19.7 million, net of cash acquired.

The purchase agreement provides for customary final adjustments, including a net working capital adjustment, which we expect to occur in calendar 2021.

We have recognized the assets acquired and liabilities assumed at their estimated acquisition date fair values, with the excess of the consideration paid over the estimated fair values of the identifiable net assets acquired recorded as goodwill.

The accounting for the business combination is based on currently available information and is considered preliminary.

We have retained a third-party valuation specialist to assist in our estimate of the fair value of acquired intangible assets.

We have not yet received a final valuation report for acquired intangible assets and we are also still gathering information about income taxes, deferred taxes and current assets and liabilities.

The final accounting for the business combination may differ materially from that presented in these unaudited consolidated statements.

The following is a summary of the estimated fair values of the net assets acquired (in millions):

Assets, net of cash:

Receivables $ 0.5

Inventories 0.6

Other current assets 0.9

Tradename 2.0

Customer relationships 2.1

Non-compete agreements 0.4

Developed technology 5.9

Goodwill 13.6

Accounts payable ( 0.8 )

Other current liabilities ( 2.9 )

Deferred income taxes ( 2.6 )

Fair value of net assets acquired, net of cash $ 19.7

The preliminary estimated goodwill above is attributable to the strategic opportunities and synergies that we expect to arise from the acquisition of i20 Water Ltd and the workforce of the acquired business.

The goodwill is nondeductible for income tax purposes.

Revenue from Contracts with Customers

13 unchanged sentences

The table below represents the balances of our customer receivables and deferred revenues.

March 31, September 30,

June 30, September 30,

(in millions)

18 unchanged sentences

federal statutory income tax rate and the effective income tax rate is presented below.

Three months ended Six months ended

March 31, March 31,

Three months ended Nine months ended

June 30, June 30,

2021 2020 2021 2020

6 unchanged sentences

Foreign income tax rate differential ( 0.4 ) ( 0.5 ) ( 0.4 ) ( 0.6 )

Nondeductible compensation 0.6 1.0 0.6 0.6

Basis difference in foreign investment 1.2 0.3 1.2 —

Valuation allowances — ( 0.3 ) 0.7 ( 0.5 )

Reversal of uncertain tax positions — ( 2.1 ) — ( 0.5 )

Other 2.6 1.3 0.5 1.5

Effective income tax rate 28.0 % 23.3 % 26.3 % 22.7 %

At March 31, 2021 and September 30, 2020, the gross liabilities for unrecognized income tax benefits were $ 4.7 million and $ 4.5 million, respectively, and are reflected within Other noncurrent liabilities.

At June 30, 2021 and September 30, 2020, the gross liabilities for uncertain tax positions were $ 5.0 million and $ 4.5 million, respectively, and are included within Other noncurrent liabilities.

Borrowing Arrangements

The components of our long-term debt are presented below.

March 31, September 30,

June 30, September 30,

(in millions)

4.0% Senior Notes $ 450.0 $ —

5.5% Senior Notes — 450.0

Finance leases 2.1 2.5

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4.0% 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 %, paid semi-annually.

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.

On May 28, 2021, we privately issued $ 450.0 million of 4.0% Senior Unsecured Notes (“Notes”), which mature on June 15, 2029 and bear interest at 4.0 %, paid semi-annually on June 15th and December 15th.

We capitalized $ 5.5 million of debt issuance costs, which are being amortized over the term of the Notes using the effective interest method.

Proceeds from the Notes, along with cash on hand were used to redeem our previously existing 5.5% Senior Unsecured Notes (“5.5% Notes”).

Substantially all of our U.S.

subsidiaries guarantee the Notes, which are subordinate to borrowings under our asset-based lending agreement (“ABL Agreement”).

Based on quoted market prices, which is a Level 1 measurement, the outstanding Notes had a fair value of $ 465.8 million as of March 31, 2021 and September 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 make investments.

Based on quoted market prices, which is a Level 1 measurement, the outstanding Notes had a fair value of $ 461.3 million as of June 30, 2021.

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.

There are no financial maintenance covenants associated with the Indenture.

We believe we were in compliance with these covenants at March 31, 2021.

We believe we were in compliance with these covenants at June 30, 2021.

We may redeem some or all of the Notes at any time or from time to time prior to June 15, 2024 at certain “make-whole” redemption prices (as set forth in the Indenture) and on or after June 15, 2024 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

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, 2024 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 would be required to offer to purchase the Notes at a price equal to 101% of the outstanding principal amount of the Notes.

5.5% Senior Unsecured Notes.

On June 12, 2018, we privately issued $ 450.0 million of 5.5% Notes which were set to mature in 2026 and bore interest at 5.5 %, paid semi-annually.

We called the 5.5% Notes effective June 17, 2021 and redeemed the 5.5% Notes with proceeds from the issuance of the Notes and cash on hand.

As a result, we incurred $ 16.7 million in loss on extinguishment of debt, comprised of a $ 12.4 million call premium and a $ 4.3 million write-off of the remaining deferred debt issuance costs.

ABL Agreement .

Our ABL Agreement consists of a $ 175.0 million revolving credit facility that includes up to $ 25.0 million in swing line loans and up to $ 60.0 million of letters of credit.

The ABL Agreement permits us to increase the size of the credit facility by an additional $ 150.0 million in certain circumstances subject to adequate borrowing base availability.

Borrowings under the ABL Agreement bear interest at a floating rate equal to the London Inter-Bank Offered Rate (“LIBOR”), plus an applicable margin ranging from 200 to 225 basis points, or a base rate, as defined in the ABL Agreement, plus an applicable margin ranging from 100 to 125 basis points.

At March 31, 2021, the applicable rate was LIBOR plus 200 basis points.

The ABL Agreement consists of a $ 175.0 million revolving credit facility that includes up to $ 25.0 million in swing line loans and up to $ 60.0 million of letters of credit and permits us to increase the size of the credit facility by an additional $ 150.0 million in certain circumstances subject to adequate borrowing base availability.

Borrowings under the ABL Agreement bear interest at a floating rate equal to the LIBOR, plus an applicable margin ranging from 200 to 225 basis points, or a base rate, as defined in the ABL Agreement, plus an applicable margin ranging from 100 to 125 basis points.

At June 30, 2021, the applicable rate was LIBOR plus 200 basis points.

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.

5 unchanged sentences

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, 2021 data was $ 154.4 million as reduced by outstanding letters of credit of $ 13.8 million and accrued fees and expenses of $ 1.6 million .

Excess availability based on June 30, 2021 data was $ 145.1 million as reduced by outstanding letters of credit of $ 15.0 million and accrued fees and expenses of $ 1.7 million .

Derivative Financial Instruments

5 unchanged sentences

dollar swap with a domestic bank.

We have not designated these swaps as hedges and we include the changes in their fair values in earnings to offset the currency gains and losses associated with the intercompany loan.

The currency swap contracts expire in February 2022.

The values of our currency swap contracts were liabilities of $ 1.4 million and $ 0.2 million at March 31, 2021 and September 30, 2020, respectively, and are included in Other current liabilities and Other noncurrent liabilities, respectively.

We have not designated these swaps as hedges and thus we include the changes in their fair values in earnings to offset the currency gains and losses associated with the intercompany loan.

The values of our currency swap contracts were liabilities of $ 1.6 million and $ 0.2 million at June 30, 2021 and September 30, 2020, respectively, and are included in Other current liabilities and Other noncurrent liabilities, respectively.

Retirement Plans

The components of net periodic benefit cost for our pension plans are presented below.

Three months ended Six months ended

March 31, March 31,

Three months ended Nine months ended

June 30, June 30,

2021 2020 2021 2020

9 unchanged sentences

Stock-based Compensation Plans

We granted various forms of stock-based compensation, including market-based restricted stock units (“MRSUs”), restricted stock units, stock options and performance-based restricted stock units (“PRSUs”) under our Amended and Restated 2006 Mueller Water Products, Inc.

We grant various forms of stock-based compensation, including market-based restricted stock units (“MRSUs”), restricted stock units, stock options and performance-based restricted stock units (“PRSUs”) under our Amended and Restated 2006 Mueller Water Products, Inc.

Stock Incentive Plan (the “2006 Stock Plan”), Phantom Plan instruments under our Mueller Water Products, Inc.

2012 Phantom Plan, and Employee stock purchase plan instruments under our 2006 Employee Stock Purchase Plan.

Grants during the six months ended March 31, 2021 are as follows.

Grants during the nine months ended June 30, 2021 are as follows:

Units granted Weighted average grant date fair value per instrument Total grant date fair value

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Employee stock purchase plan instruments 35,325 2.24 0.1

Quarter ended June 30, 2021

Phantom Plan instruments 3,567 $ 14.29 $ 0.1

Restricted stock units 7,127 13.32 0.1

Employee stock purchase plan instruments 32,916 2.52 0.1

An 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 our relative total shareholder return (“TSR”) performance as compared with a selected peer group's TSR.

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The expected term represents the average period of time the units are expected to be outstanding.

At March 31, 2021, the outstanding Phantom Plan instruments had a fair value of $ 13.89 per instrument and our liability for Phantom Plan instruments was $ 2.0 million and is included within Other current liabilities and Other noncurrent liabilities.

At June 30, 2021, the outstanding Phantom Plan instruments had a fair value of $ 14.42 per instrument and our liability for Phantom Plan instruments was $ 2.7 million and is included within Other current liabilities and Other noncurrent liabilities.

Stock options generally vest on each anniversary date of the original grant ratably over three years.

2 unchanged sentences

January 27, 2021 December 2, 2020

Variables used in determining grant date fair value:

Dividend yield 2.01 % 2.01 %

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Settlements, in our common shares, will range from zero to two times the number of PRSUs granted, depending on our financial performance relative to the targets.

We did not issue any shares of common stock during the three months ended March 31, 2021.

We issued 103,058 shares of common stock during the six months ended March 31, 2021 to settle PRSUs during the period.

Additionally, we issued 93,973 and 219,549 shares of common stock to settle restricted stock units vested and issued 45,517 and 108,950 shares of common stock to settle stock options exercised during the three and six months ended March 31, 2021, respectively.

Operating income included stock-based compensation expense of $ 2.5 million and $ 1.3 million during the three months ended March 31, 2021 and 2020, respectively, and $ 5.0 million and $ 3.2 million during the six months ended March 31, 2021 and 2020, respectively.

At March 31, 2021, there was approximately $ 13.2 million of unrecognized compensation expense related to stock-based compensation arrangements and there were 199,994 PRSUs that have been awarded for the 2021 and 2022 performance periods for which performance goal achievement cannot yet be determined.

We excluded 664,082 and 267,697 stock-based compensation instruments from the calculations of diluted earnings per share for the three months ended March 31, 2021 and 2020, respectively, and 447,086 and 184,296 for the six months ended March 31, 2021 and 2020, respectively, since their inclusion would have been antidilutive.

We did not issue any shares of common stock during the three months ended June 30, 2021.

We issued 103,058 shares of common stock during the nine months ended June 30, 2021 to settle PRSUs during the period.

Additionally, we issued 2,324 and 221,873 shares of common stock to settle restricted stock units vested and issued zero and 108,950 shares of common stock to settle stock options exercised during the three and nine months ended June 30, 2021, respectively.

Operating income included stock-based compensation expense of $ 3.4 million and $ 1.8 million during the three months ended June 30, 2021 and 2020, respectively, and $ 8.4 million and $ 5.0 million during the nine months ended June 30, 2021 and 2020, respectively.

At June 30, 2021, there was approximately $ 11.5 million of unrecognized compensation expense related to stock-based compensation arrangements and there were 199,994 PRSUs that have been awarded for the 2021 and 2022 performance periods for which performance goal achievement cannot yet be determined.

We excluded 131,178 and 474,423 stock-based compensation instruments from the calculations of diluted earnings per share for the three months ended June 30, 2021 and 2020, respectively, and 566,666 and 274,009 for the nine months ended June 30, 2021 and 2020, respectively, since their inclusion would have been antidilutive.

Supplemental Balance Sheet Information

Selected supplemental asset information is presented below.

March 31, September 30,

June 30, September 30,

(in millions)

7 unchanged sentences

Non-trade receivables 7.1 8.5

Workers’ compensation reimbursement receivable 1.1 —

Maintenance and repair supplies and tooling 2.7 3.7

Income taxes 0.6 5.5

Other 2.8 0.4

Other current assets 4.0 0.4

Total other current assets $ 26.2 $ 29.0

14 unchanged sentences

Deferred financing fees 1.4 1.3

Other 3.5 2.1

Other noncurrent assets 5.2 4.2

Total other noncurrent assets $ 58.9 $ 51.3

Selected supplemental liability information is presented below.

March 31, September 30,

June 30, September 30,

(in millions)

19 unchanged sentences

Transition tax liability 4.7 5.2

Unrecognized income tax benefits 4.7 4.5

Uncertain tax position liability 5.0 4.5

NMTC liability 3.9 —

6 unchanged sentences

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 1 st 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.

The following table summarizes information concerning our goodwill balance for the six months ended March 31, 2021, in millions.

The following table summarizes information concerning our goodwill balance for the nine months ended June 30, 2021, in millions.

Balance at September 30, 2020 $ 99.8

Acquisition of i2O Water Ltd 13.6

Effects of changes in foreign currency exchange rates 2.6

Balance at March 31, 2021 $ 100.7

Balance at June 30, 2021 $ 116.0

Segment Information

1 unchanged sentence

Net sales and operating income associated with certain products have been reclassified as Technologies segment items to conform to the current period presentation.

Three months ended Six months ended

March 31, March 31,

Three months ended Nine months ended

June 30, June 30,

2021 2020 2021 2020

48 unchanged sentences

Current period other comprehensive income 1.4 8.5 9.9

Balance at March 31, 2021 $ ( 31.7 ) $ 12.0 $ ( 19.7 )

Balance at June 30, 2021 $ ( 31.3 ) $ 16.5 $ ( 14.8 )

Commitments and Contingencies

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Ultimate liability for the site will depend on many factors that have not yet been determined, including the determination of the Environmental Protection Agency’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, 2021.

Since the amounts of such costs cannot be reasonably estimated at this time, no amounts have been accrued for this matter at June 30, 2021.

Walter Energy .

On November 18, 2019, we paid approximately $ 22.2 million to the Internal Revenue Service in final settlement of a tax dispute related to our former parent company, Walter Energy, Inc.

Mass Shooting Event at our Mueller Co.

Facility in Albertville, Alabama.

On June 15, 2021, we experienced a mass shooting event at our Mueller Co.

facility in Albertville, Alabama, in which two employees were killed and two employees 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.

The COVID-19 Pandemic.

2 unchanged sentences

We have taken action and continue to counter such disruption and work to protect the safety of our production workers as essential workers at our various manufacturing plants, distribution centers and research and development centers.

We are uncertain of the potential 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 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.

We are uncertain of the potential 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 to which the pandemic affects our results will depend on future developments, including COVID-19 variants, the outbreak could result in material effects to our future financial position, results of operations, cash flows and liquidity.

Indemnifications .

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Subsequent Events

On April 23, 2021 , our Board of Directors declared a dividend of $ 0.0550 per share on our common stock, payable on or about May 20, 2021 to stockholders of record at the close of business on May 10, 2021 .

On July 29, 2021 , our Board of Directors declared a dividend of $ 0.0550 per share on our common stock, payable on or about August 20, 2021 to stockholders of record at the close of business on August 10, 2021 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements