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): February 7, 2023

MUELLER INDUSTRIES INC.

(Exact name of registrant as specified in its charter)  

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

150 Schilling Boulevard	Suite 100
Collierville	Tennessee	38017
(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))

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

Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock	MLI	NYSE

 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 February 7, 2023, the Registrant issued a press release announcing earnings for the quarter and year ended December 31, 2022. A copy of the press release announcing the fourth quarter and fiscal 2022 earnings is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated February 7, 2023 reporting fourth quarter and fiscal 2022 earnings.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	MUELLER INDUSTRIES, INC.
	By:	/s/ Anthony J. Steinriede
	Name:	Anthony J. Steinriede
	Title:	Vice President - Corporate Controller
Date: February 7, 2023

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Exhibit Index

Exhibit No.	Description
99.1	Press release dated, February 7, 2023

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EX-99

Mueller Industries, Inc. Reports Fiscal 2022 Fourth Quarter and Full Year Results

COLLIERVILLE, Tenn., February 7, 2023 -- Mueller Industries, Inc. (NYSE: MLI) today reported 2022fourth quarter and full year results.

For the Fourth Quarter 2022 versus Fourth Quarter 2021:

•Operating income:     $190.4 million vs $172.1 million, up 10.6%.

•Net sales:        $877.6 million vs $956.4 million, down 8.2%.

•Net income:        $138.9 million vs $125.6 million, up 10.6%.

•Diluted EPS:        $2.46 vs $2.21, up 11.3%.

For the Full Year 2022 versus the Full Year 2021:

•Operating income:    $877.1 million vs $655.8 million, up 33.7%.

•Net sales:        $4.0 billion vs $3.8 billion, up 5.7%.

•Net income:        $658.3 million vs $468.5 million, up 40.5%.

•Diluted EPS:        $11.64 vs $8.25, up 41.1%.

Fourth Quarter Financial and Operating Commentary

•The average price of copper was $3.66 per pound, a 16.4 percent decline as compared with the fourth quarter of 2021.

•Net sales declined $78.8 million, reflecting the impact of lower copper prices as well as an 11 percent reduction in unit volumes across our mill businesses, the largest of which emanated from our international operations. These reductions were offset by a 22percent increase in net sales from our higher value added businesses, particularly in our climate segment.

•The Company recognized a $13.1 million expense related to its complete withdrawal from a multi-employer pension plan, thereby eliminating a significant long term financial risk.

•The Company generated $207 million of cash from operations in the fourth quarter, $723.9 million for the year and cash and short-term investments totaled $678.9 million at year end. The Company’s current ratio is 4 to 1.

Operating Highlights and Outlook:

Greg Christopher, CEO, commented, “We concluded 2022 by delivering the best fourth quarter of operating and net income in the Company’s history. Not only have we reinvested to be a low cost producer, but we have also pursued acquisitions that both strengthen our market leading positions in core products and expand our portfolio into higher value added content. In tandem, these strategic actions have improved our gross margins to levels we believe are more appropriate for the industries we serve.

Economic activity as a whole began to temper during the second half of 2022 amidst rising interest rates, inflationary pressures, and global instability. Beyond that, the destocking of inventories and normalization of supply chains exerted downward impacts.

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Notwithstanding, we head into 2023 with an optimistic outlook. Although we anticipate some decline in U.S. residential building markets as compared with 2022, we also believe that household formations will remain underserved by the housing supply. As such, demand levels should remain at healthy levels relative to industry capacity. At the same time, we maintain continued backlogs in other critical markets including commercial construction, refrigeration, HVAC and transportation. Internationally, we believe that following a difficult 2022, market conditions may be bottoming out, thereby positioning our businesses for a rebound.

This was another record year of financial performance for our Company, but we still see many opportunities ahead of us. Importantly, our strong performance has enabled us to build a war chest to fund continued investments to improve our low cost position and support our bold plans for growth.”

Mueller Industries, Inc. (NYSE: MLI) is an industrial corporation whose holdings manufacture vital goods for important markets such as air, water, oil and gas distribution; climate comfort; food preservation; energy transmission; medical; aerospace and automotive. It includes a network of companies and brands throughout North America, Europe, Asia, and the Middle East.

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

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 Year Ended
(In thousands, except per share data)	December 31, 2022		December 25, 2021		December 31, 2022		December 25, 2021
Net sales	$	877,581	$	956,357	$	3,982,455	$	3,769,345
Cost of goods sold	620,800		726,594		2,864,862		2,938,989
Depreciation and amortization	10,738		11,633		43,731		45,390
Selling, general, and administrative expense	55,630		48,729		203,086		184,052
Gain on sale of businesses	—		(3,001)		—		(57,760)
Gain on sale of assets, net	—		—		(6,373)		—
Impairment charges	—		261		—		2,829
Operating income	190,413		172,141		877,149		655,845
Interest expense	(144)		(258)		(810)		(7,709)
Environmental expense	349		(982)		(1,298)		(5,053)
Redemption premium	—		—		—		(5,674)
Pension plan termination expense	(13,100)		—		(13,100)		—
Other income, net	8,430		947		14,090		3,730
Income before income taxes	185,948		171,848		876,031		641,139
Income tax expense	(49,798)		(44,862)		(223,322)		(165,858)
Income (loss) from unconsolidated affiliates, net of foreign tax	4,085		(288)		10,111		(157)
Consolidated net income	140,235		126,698		662,820		475,124
Net income attributable to noncontrolling interests	(1,329)		(1,097)		(4,504)		(6,604)
Net income attributable to Mueller Industries, Inc.	$	138,906	$	125,601	$	658,316	$	468,520
Weighted average shares for basic earnings per share	55,642		56,104		55,779		56,011
Effect of dilutive stock-based awards	717		796		776		787
Adjusted weighted average shares for diluted earnings per share	56,359		56,900		56,555		56,798
Basic earnings per share	$	2.50	$	2.24	$	11.80	$	8.36
Diluted earnings per share	$	2.46	$	2.21	$	11.64	$	8.25
Dividends per share	$	0.25	$	0.13	$	1.00	$	0.52

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MUELLER INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME, CONTINUED

(Unaudited)

	For the Quarter Ended				For the Year Ended
(In thousands)	December 31, 2022		December 25, 2021		December 31, 2022		December 25, 2021
Summary Segment Data:
Net sales:
Piping Systems Segment	$	567,039	$	652,466	$	2,730,084	$	2,600,030
Industrial Metals Segment	146,322		176,226		644,689		703,363
Climate Segment	170,551		130,428		650,307		495,414
Elimination of intersegment sales	(6,331)		(2,763)		(42,625)		(29,462)
Net sales	$	877,581	$	956,357	$	3,982,455	$	3,769,345
Operating income:
Piping Systems Segment	$	131,056	$	142,482	$	671,062	$	486,287
Industrial Metals Segment	22,960		27,077		82,464		85,475
Climate Segment	53,158		21,757		188,067		85,536
Unallocated expenses	(16,761)		(19,175)		(64,444)		(1,453)
Operating income	$	190,413	$	172,141	$	877,149	$	655,845

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MUELLER INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)	December 31, 2022		December 25, 2021
ASSETS
Cash and cash equivalents	$	461,018	$	87,924
Short-term investments	217,863		—
Accounts receivable, net	380,352		471,859
Inventories	448,919		430,244
Other current assets	26,501		28,976
Total current assets	1,534,653		1,019,003
Property, plant, and equipment, net	379,950		385,562
Operating lease right-of-use assets	22,892		23,510
Other assets	304,904		300,861
	$	2,242,399	$	1,728,936
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of debt	$	811	$	811
Accounts payable	128,000		180,793
Current portion of operating lease liabilities	4,942		6,015
Other current liabilities	214,542		194,820
Total current liabilities	348,295		382,439
Long-term debt	1,218		1,064
Pension and postretirement liabilities	13,055		17,533
Environmental reserves	16,380		17,678
Deferred income taxes	16,258		14,347
Noncurrent operating lease liabilities	16,880		17,099
Other noncurrent liabilities	16,349		21,813
Total liabilities	428,435		471,973
Total Mueller Industries, Inc. stockholders’ equity	1,790,914		1,222,118
Noncontrolling interests	23,050		34,845
Total equity	1,813,964		1,256,963
	$	2,242,399	$	1,728,936

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MUELLER INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Year Ended
(In thousands)	December 31, 2022		December 25, 2021
Cash flows from operating activities
Consolidated net income	$	662,820	$	475,124
Reconciliation of consolidated net income to net cash provided by operating activities:
Depreciation and amortization	44,088		45,655
Stock-based compensation expense	17,801		9,822
Provision for doubtful accounts receivable	323		1,216
(Income) loss from unconsolidated affiliates	(10,111)		157
Gain on sale of businesses	—		(57,760)
(Gain) loss on disposals of assets	(6,373)		(769)
Redemption premium	—		5,674
Insurance proceeds - noncapital related	1,646		—
Impairment charges	—		2,829
Deferred income tax (benefit) expense	(3,880)		7,413
Changes in assets and liabilities, net of effects of businesses acquired and sold:
Receivables	82,713		(124,708)
Inventories	(24,189)		(119,514)
Other assets	(8,971)		919
Current liabilities	(26,633)		73,755
Other liabilities	(7,564)		(5,467)
Other, net	2,273		(2,645)
Net cash provided by operating activities	723,943		311,701
Cash flows from investing activities
Proceeds from sale of assets, net of cash transferred	7,850		2,302
Purchase of short-term investments	(217,863)		—
Proceeds from sale of business, net of cash sold	—		81,884
Acquisition of businesses, net of cash acquired	—		(30,206)
Capital expenditures	(37,639)		(31,833)
Insurance proceeds - capital related	3,354		—
Dividends from unconsolidated affiliates	2,295		—
Payment received for (issuance of) notes receivable	—		8,539
Investments in unconsolidated affiliates	—		(1,613)
Net cash (used in) provided by investing activities	(242,003)		29,073

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MUELLER INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

(Unaudited)

	For the Year Ended
(In thousands)	December 31, 2022		December 25, 2021
Cash flows from financing activities
Dividends paid to stockholders of Mueller Industries, Inc.	(55,787)		(29,137)
Dividends paid to noncontrolling interests	(7,248)		(9,722)
Issuance of long-term debt	—		595,000
Repayments of long-term debt	(204)		(920,610)
Issuance (repayment) of debt by consolidated joint ventures, net	67		(5,113)
Repurchase of common stock	(38,054)		(4,864)
Payment of contingent consideration	—		(1,250)
Net cash (used) received to settle stock-based awards	(1,429)		85
Debt issuance costs	—		(1,111)
Net cash used in financing activities	(102,655)		(376,722)
Effect of exchange rate changes on cash	(4,365)		(1,052)
Increase (decrease) in cash, cash equivalents, and restricted cash	374,920		(37,000)
Cash, cash equivalents, and restricted cash at the beginning of the year	90,376		127,376
Cash, cash equivalents, and restricted cash at the end of the year	$	465,296	$	90,376

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XML

Cover	Feb. 02, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 07, 2023
Entity Registrant Name	MUELLER INDUSTRIES INC
Entity Central Index Key	0000089439
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-6770
Entity Tax Identification Number	25-0790410
Entity Address, Address Line One	150 Schilling Boulevard
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Collierville
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	38017
City Area Code	(901)
Local Phone Number	753-3200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	MLI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false