8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2018

   MUELLER INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-6770	25-0790410
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

8285 Tournament Drive, Suite 150   Memphis, Tennessee	38125
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (901) 753-3200

Registrant’s Former Name or Address, if changed since last report:   N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new of revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On July 24, 2018, the Registrant issued a press release announcing earnings for the quarter ended June 30, 2018. A copy of the press release announcing the second quarter 2018 earnings is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release, dated July 24, 2018 reporting second quarter 2018 earnings.

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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 hereunto duly authorized.

	MUELLER INDUSTRIES, INC.
	By:	/s/JEFFREY A. MARTIN
	Name:	Jeffrey A. Martin
	Title:	Chief Financial Officer and Treasurer
July 24, 2018

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Exhibit Index

Exhibit No.	Description
99.1	Press release, dated July 24, 2018.

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EX-99

Mueller Industries, Inc. Reports Second Quarter 2018 Earnings

MEMPHIS, Tenn., July 24, 2018 -- Mueller Industries, Inc. (NYSE: MLI) announced today second quarter operating income of $51.9 million, compared with $46.7 million in the same quarter of 2017, an increase of 11 percent.

Net income for the period was $33.2 million, or 58 cents per diluted share, on $662.8 million in net sales, compared with net income of $27.6 million, or 48 cents per diluted share, on $614.3 million in net sales for the same quarter of 2017.

Financial and Operating Highlights for the second quarter of 2018:

• The average price of COMEX copper was 51 cents per pound higher compared with the same period of 2017.

• Net sales were impacted by higher selling prices resulting from these higher copper prices, and were partially offset by the absence of $41.3 million of net sales recorded in the second quarter of 2017 by MXR, a business the Company exited in June 2017.

• During the quarter, the Company generated $62.7 million in cash from operations.

Regarding the outlook, Greg Christopher, Mueller CEO said, “Our outlook remains positive as economic conditions remain supportive of our businesses. As performance gradually improves in our Fulton and Cedar City copper tube mills, we continue to recover volume and share of market lost during our modernization efforts.”

In addition, Mr. Christopher commented, “We are excited about our most recent acquisition, ATCO Flex. ATCO is an excellent addition to our Climate Products portfolio, and will contribute to our goal of becoming a more valuable resource to our HVAC and refrigeration customer base. Customer support of the acquisition has been extremely favorable.”

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Mueller Industries, Inc. is an industrial manufacturer that specializes in copper and copper alloy manufacturing while also producing goods made from aluminum, steel, and plastics. It is headquartered in Memphis, Tennessee and comprises a network of operations in the United States, Canada, Mexico, Great Britain, South Korea, the Middle East, and China. Its products include tubing, fittings, valves, vessels, and related items for plumbing and HVACR related piping systems, as well as rod, forgings, extrusions, and various components for OEM applications. Products are distributed into sectors such as building construction, appliance, defense, energy, and automotive.

*********************

Statements in this release that are not strictly historical may be “forward-looking” statements, which involve risks and uncertainties. These include economic and currency conditions, continued availability of raw materials and energy, market demand, pricing, competitive and technological factors, and the availability of financing, among others, as set forth in the Company’s SEC filings. The words “outlook,” “estimate,” “project,” “intend,” “expect,” “believe,” “target,” “encourage,” “anticipate,” “appear,” and similar expressions are intended to identify forward-looking statements. The reader should not place undue reliance on forward-looking statements, which speak only as of the date of this report. The Company has no obligation to publicly update or revise any forward-looking statements to reflect events after the date of this report.

CONTACT
Jeffrey A. Martin
(901) 753-3226

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MUELLER INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	For the Quarter Ended						For the Six Months Ended
(In thousands, except per share data)	June 30, 2018			July 1, 2017			June 30, 2018			July 1, 2017
Net sales	$	662,773		$	614,266		$	1,302,833		$	1,192,186
Cost of goods sold	563,820			524,311			1,109,490			1,012,738
Depreciation and amortization	9,006			8,595			18,462			16,950
Selling, general, and administrative expense	38,428			36,299			72,485			71,873
(Gain) loss on sale of assets	(409		)	(1,631		)	3,060			(1,631		)
Operating income	51,928			46,692			99,336			92,256
Interest expense	(6,073		)	(6,442		)	(11,982		)	(8,973		)
Other income, net	586			342			1,146			936
Income before income taxes	46,441			40,592			88,500			84,219
Income tax expense	(12,411		)	(12,650		)	(19,806		)	(24,579		)
Loss from unconsolidated affiliates, net of foreign tax	(148		)	(109		)	(10,468		)	(1,352		)
Consolidated net income	33,882			27,833			58,226			58,288
Net income attributable to noncontrolling interests	(700		)	(200		)	(916		)	(668		)
Net income attributable to Mueller Industries, Inc.	$	33,182		$	27,633		$	57,310		$	57,620
Weighted average shares for basic earnings per share	56,797			56,906			56,848			56,843
Effect of dilutive stock-based awards	514			511			516			585
Adjusted weighted average shares for diluted earnings per share	57,311			57,417			57,364			57,428
Basic earnings per share	$	0.58		$	0.49		$	1.01		$	1.01
Diluted earnings per share	$	0.58		$	0.48		$	1.00		$	1.00
Dividends per share	$	0.100		$	0.100		$	0.200		$	8.200
Summary Segment Data:
Net sales:
Piping Systems Segment	$	453,183		$	422,844		$	884,147		$	821,619
Industrial Metals Segment	175,891			154,504			353,223			304,341
Climate Segment	39,172			36,636			75,235			70,915
Elimination of intersegment sales	(5,473		)	282			(9,772		)	(4,689		)
Net sales	$	662,773		$	614,266		$	1,302,833		$	1,192,186
Operating income:
Piping Systems Segment	$	42,019		$	34,792		$	74,968		$	65,382
Industrial Metals Segment	16,093			16,389			38,726			36,736
Climate Segment	5,347			6,116			10,894			11,726
Unallocated expenses	(11,531		)	(10,605		)	(25,252		)	(21,588		)
Operating income	$	51,928		$	46,692		$	99,336		$	92,256

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MUELLER INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)	June 30, 2018		December 30, 2017
ASSETS
Cash and cash equivalents	$	281,445	$	120,269
Accounts receivable, net	333,903		244,795
Inventories	294,540		327,901
Other current assets	27,625		46,150
Total current assets	937,513		739,115
Property, plant, and equipment, net	284,836		304,321
Other assets	274,035		276,737
	$	1,496,384	$	1,320,173
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of debt	$	59,952	$	16,480
Accounts payable	112,090		102,503
Other current liabilities	101,432		123,269
Total current liabilities	273,474		242,252
Long-term debt	558,534		448,592
Pension and postretirement liabilities	26,999		28,713
Environmental reserves	22,984		23,699
Deferred income taxes	19,650		19,403
Other noncurrent liabilities	22,654		21,486
Total liabilities	924,295		784,145
Total Mueller Industries, Inc. stockholders’ equity	557,701		522,111
Noncontrolling interests	14,388		13,917
Total equity	572,089		536,028
	$	1,496,384	$	1,320,173

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MUELLER INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended
(In thousands)	June 30, 2018			July 1, 2017
Cash flows from operating activities
Consolidated net income	$	58,226		$	58,288
Reconciliation of consolidated net income to net cash provided by operating activities:
Depreciation and amortization	18,622			17,093
Stock-based compensation expense	3,906			3,692
Loss from unconsolidated affiliates	10,468			1,352
Gain on sale of business	—			(1,631		)
Loss on disposals of properties	2,646			81
Gain on sales of securities	—			(611		)
Impairment charge	—			411
Deferred income taxes	(1,260		)	3
Changes in assets and liabilities:
Receivables	(90,345		)	(47,108		)
Inventories	33,357			(10,874		)
Other assets	12,405			(4,723		)
Current liabilities	(11,566		)	(1,262		)
Other liabilities	(1,361		)	(1,086		)
Other, net	1,121			(1,078		)
Net cash provided by operating activities	36,219			12,547
Cash flows from investing activities
Capital expenditures	(10,882		)	(11,908		)
Acquisition of businesses, net of cash acquired	(12,467		)	(18,419		)
Proceeds from sale of business, net of cash sold	—			17,483
Investment in unconsolidated affiliates	(609		)	(1,617		)
Proceeds from sales of properties	11,376			1,363
Proceeds from sales of securities	—			1,787
Net cash used in investing activities	(12,582		)	(11,311		)
Cash flows from financing activities
Dividends paid to stockholders of Mueller Industries, Inc.	(11,360		)	(185,539		)
Repurchase of common stock	(6,575		)	—
Issuance of long-term debt	193,247			—
Repayments of long-term debt	(37,107		)	(611		)
Repayment of debt by consolidated joint ventures, net	(3,100		)	(3,320		)
Net cash received (used) to settle stock-based awards	103			(785		)
Dividends paid to noncontrolling interests	(592		)	(2,909		)
Net cash provided by (used in) financing activities	134,616			(193,164		)
Effect of exchange rate changes on cash	(368		)	3,516
Increase (decrease) in cash, cash equivalents, and restricted cash	157,885			(188,412		)
Cash, cash equivalents, and restricted cash at the beginning of the period	126,563			360,469
Cash, cash equivalents, and restricted cash at the end of the period	$	284,448		$	172,057

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