-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M9Vc5vXV1txrcmXa0Xe13k7WbFg4pVLPkponKzIWhVEEbDe62HJRY+8wDmbOIlBe 1Rkuy8L6iSWNOGdnCcj/LQ== 0000891092-03-002744.txt : 20031014 0000891092-03-002744.hdr.sgml : 20031013 20031014102359 ACCESSION NUMBER: 0000891092-03-002744 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031014 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031014 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MUELLER INDUSTRIES INC CENTRAL INDEX KEY: 0000089439 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 250790410 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06770 FILM NUMBER: 03938148 BUSINESS ADDRESS: STREET 1: SUITE 150 STREET 2: 8285 TOURNAMENT DRIVE CITY: MEMPHIS STATE: TN ZIP: 38125 BUSINESS PHONE: (901)753-3200 MAIL ADDRESS: STREET 1: SUITE 150 STREET 2: 8285 TOURNAMENT DRIVE CITY: MEMPHIS STATE: TN ZIP: 38125 FORMER COMPANY: FORMER CONFORMED NAME: SHARON STEEL CORP DATE OF NAME CHANGE: 19910103 8-K 1 e15879_8k.txt FORM 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 October 14, 2003 Date of Report (Date of earliest event reported) MUELLER INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Commission File Number 1-6770 Delaware 25-0790410 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8285 Tournament Drive, Suite 150 Memphis, Tennessee 38125 (Address of principal executive offices) (Zip Code) (901) 753-3200 (Registrant's telephone number, including area code) 1 Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press release dated October 14, 2003 reporting third quarter 2003 earnings. Item 12. Results of Operations and Financial Condition. On October 14, 2003, Mueller Industries, Inc. issued a press release announcing earnings for the quarter ended September 27, 2003. A copy of the press release is attached as Exhibit 99.1. 2 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, on October 14, 2003. MUELLER INDUSTRIES, INC. /s/ KENT A. MCKEE ------------------------------------- Kent A. McKee Vice President and Chief Financial Officer 3 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press Release dated October 14, 2003 EX-99.1 3 e15879ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Mueller Industries, Inc. Reports Third Quarter Earnings MEMPHIS, Tenn., Oct. 14 /PRNewswire-FirstCall/ -- Quarterly and Year-to-Date Earnings Harvey L. Karp, Chairman of Mueller Industries, Inc. (NYSE: MLI), today announced the Company's results for the third quarter and the nine months ended September 27, 2003. For the third quarter ended September 27, 2003, earnings per diluted share from continuing operations were 53 cents compared with 70 cents for the third quarter of 2002. Income from continuing operations for the third quarter was $19.7 million compared with $25.8 million for the third quarter of fiscal 2002. Net sales for the three months ended September 27, 2003, were $251.1 million compared with net sales of $227.3 million for the third quarter of 2002. The results include income tax benefits that are discussed below. Net sales in the first nine months of 2003 were $731.3 million compared with sales of $736.9 million in the 2002 period. Year-to-date, income from continuing operations was $33.2 million compared with $62.4 million for the same period of 2002. Earnings per diluted share from continuing operations were 89 cents for the first nine months of 2003 compared with $1.68 reported a year ago. Discussion of Income Taxes During the third quarter of 2003, the Company recognized a deferred income tax benefit related to a 1999 tax operating loss that resulted from the sale of a subsidiary in that tax year. Without this deferred income tax benefit, the Company's income from continuing operations would have been approximately $10.4 million, or 28 cents per diluted share. In the prior year third quarter, the Company sold the Utah Railway Company. This transaction generated a capital gain for income tax purposes. Without this capital gain and the income tax benefits related to the transaction, the Company's income from continuing operations would have been approximately $13.1 million, or 36 cents per diluted share. Financial and Operating Highlights Regarding the third quarter results, Mr. Karp said: * "Gross profit increased to $49.1 million in the third quarter of 2003 which is the best performance in the last four quarters. * "Mueller ended the quarter with $219.3 million of cash on hand. Our cash position significantly exceeds our total debt of $15.2 million. * "Our current ratio is nearly 5 to 1 and our working capital is $432.4 million. * "We shipped approximately 175.0 million pounds of product versus 164.4 million pounds in the third quarter of 2002. * "Our Standard Products Division posted operating earnings of $15.6 million, compared with $19.2 million in the third quarter of 2002. Standard Products Division's net sales were $184.3 million for the quarter, compared with $161.2 million for the same period a year ago. Improvements over the preceding quarter are primarily due to copper tube as volume and spreads have increased. * "Mueller's Industrial Products Division posted operating earnings of $2.9 million during the third quarter on sales of $70.1 million, which compares with operating earnings of $4.6 million from sales of $67.9 million during the third quarter of 2002. * "Our European operations continued to be profitable. Volumes are up over last year as well as the first and second quarters of 2003." Business Outlook Discussing the business outlook, Mr. Karp said, "We are cautiously optimistic that the fourth quarter will be one of improvement as the positive trend of profit margins appears to be in place. Our long standing strategy of being the low cost manufacturer means that we are well positioned to take advantage of growth in demand and margins." 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, market demand, pricing, and competitive and technological factors, among others, as set forth in the Company's SEC filings. Mueller Industries, Inc. is a leading manufacturer of copper tube and fittings; brass and copper alloy rod, bar and shapes; aluminum and brass forgings; aluminum and copper impact extrusions; plastic fittings and valves; refrigeration valves and fittings; and fabricated tubular products. Mueller's operations are located throughout the United States and in Canada, Mexico, and Great Britain. MUELLER INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) For the Quarter For the Nine Months Ended Ended Sept. 27, Sept. 28, Sept. 27, Sept. 28, 2003 2002 2003 2002 (Unaudited) (Unaudited) Net sales $251,053 $227,294 $731,296 $736,854 Cost of goods sold 201,960 176,302 597,336 569,459 Depreciation and amortization 9,777 9,277 29,239 27,516 Selling, general, and administrative expense 24,301 21,280 71,172 65,635 Operating income 15,015 20,435 33,549 74,244 Interest expense (267) (320) (870) (1,156) Environmental expense (306) (483) (770) (888) Other income, net 826 1,104 3,565 4,144 Income from continuing operations before income taxes 15,268 20,736 35,474 76,344 Income tax benefit (expense) 4,469 5,086 (2,298) (13,941) Income from continuing operations 19,737 25,822 33,176 62,403 Loss from operation of discontinued operations, net of income taxes -- (313) (539) (493) Gain on disposition of discontinued operations, net of income taxes 1,699 21,123 1,699 21,123 Net income $21,436 $46,632 $34,336 $83,033 Earnings (loss) per share: Basic earnings (loss) per share: Weighted average shares outstanding 34,267 34,269 34,260 33,905 From continuing operations $0.58 $0.75 $0.97 $1.84 From discontinued operations -- (0.01) (0.02) (0.01) From gain on disposition of discontinued operations 0.05 0.62 0.05 0.62 Basic earnings per share $0.63 $1.36 $1.00 $2.45 Diluted earnings (loss) per share: Weighted average shares outstanding plus assumed conversions 36,857 36,837 36,787 37,123 From continuing operations $0.53 $0.70 $0.89 $1.68 From discontinued operations -- -- (0.01) (0.01) From gain on disposition of discontinued operations 0.05 0.57 0.05 0.57 Diluted earnings per share $0.58 $1.27 $0.93 $2.24 MUELLER INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) September 27, December 28, 2003 2002 (Unaudited) ASSETS Cash and cash equivalents $219,280 $217,601 Accounts receivable, net 162,352 132,427 Inventories 145,433 142,953 Other current assets 11,131 7,366 Total current assets 538,196 500,347 Property, plant, and equipment, net 349,007 352,469 Other assets 140,250 135,131 $1,027,453 $987,947 LIABILITIES AND STOCKHOLDERS' EQUITY Current portion of long-term debt $3,711 $4,161 Accounts payable 37,326 41,004 Other current liabilities 64,718 61,186 Total current liabilities 105,755 106,351 Long-term debt 11,486 14,005 Other noncurrent liabilities 116,416 113,647 Total liabilities 233,657 234,003 Minority interest in subsidiaries 248 421 Stockholders' equity 793,548 753,523 $1,027,453 $987,947 MUELLER INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) For the Nine Months Ended September 27, September 28, 2003 2002 (Unaudited) Operating activities: Net income from continuing operations $33,176 $62,403 Reconciliation of net income from continuing operations to net cash provided by operating activities: Depreciation and amortization 29,239 27,516 Deferred income taxes (1,295) 10,870 Loss (gain) on disposal of properties 349 (880) Minority interest in subsidiaries, net of dividend paid (173) 66 Income tax benefit from exercise of stock options -- 13,205 Changes in assets and liabilities, net (27,195) (20,135) Net cash provided by operating activities 34,101 93,045 Investing activities: Capital expenditures (24,100) (17,544) Acquisition of businesses (10,806) (27,555) Proceeds from sale of discontinued operations -- 55,403 Other, net 1,799 3,691 Net cash (used in) provided by investing activities (33,107) 13,995 Financing activities: Repayments of long-term debt (2,969) (33,097) Proceeds from the sale of treasury stock 244 3,191 Acquisition of treasury stock -- (14,753) Net cash used in financing activities (2,725) (44,659) Effect of exchange rate changes on cash 3,158 257 Increase in cash and cash equivalents 1,427 62,638 Cash provided by discontinued operations 252 70 Cash and cash equivalents at the beginning of the period 217,601 121,862 Cash and cash equivalents at the end of the period $219,280 $184,570 -----END PRIVACY-ENHANCED MESSAGE-----