-----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, Ii4cfgLFut87xb9deTN4Rg1GK5Bg5GLOFNL6Wx/x3fxAGJqKb03ngCLfnGuPW0pE wjnFU3FVQBOTzLGZ+aELAg== 0001144204-08-006266.txt : 20080205 0001144204-08-006266.hdr.sgml : 20080205 20080205164404 ACCESSION NUMBER: 0001144204-08-006266 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080205 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080205 DATE AS OF CHANGE: 20080205 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06770 FILM NUMBER: 08577418 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 v101893_8-k.txt 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 5, 2008 ------------------ 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 Number) Identification No.) of incorporation) 8285 Tournament Drive Suite 150 Memphis, Tennessee 38125 ------------------ ----- (Address of principal Zip Code executive offices) 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)) -1- Item 2.02. Results of Operations and Financial Condition. On February 5, 2008 the Registrant issued a press release announcing earnings for the quarter and year ended December 29, 2007. A copy of the press release announcing the fourth quarter and fiscal 2007 earnings is attached as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press release, dated February 5, 2008 reporting fourth quarter and fiscal 2007 earnings. -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. MUELLER INDUSTRIES, INC. By: /s/ Kent A. McKee ------------------- Name: Kent A. McKee Title: Executive Vice President and Chief Financial Officer Date: February 5, 2008 -3- Exhibit Index Exhibit No. Description - ----------- ----------- 99.1 Press release, dated February 5, 2008. -4- EX-99.1 2 v101893_ex99-1.txt FOR IMMEDIATE RELEASE Contact: Kent A. McKee Memphis, TN--February 5, 2008 (901) 753-3208 MUELLER INDUSTRIES, INC. REPORTS FOURTH QUARTER AND FISCAL 2007 EARNINGS Harvey L. Karp, Chairman of Mueller Industries, Inc. (NYSE: MLI), announced today that Mueller's net income for the fiscal year ended December 29, 2007 was $115.5 million, or $3.10 per diluted share, which compares with $148.9 million, or $4.00 per diluted share, for 2006. Net sales for 2007 were $2.70 billion compared with $2.51 billion in 2006. For the fourth quarter of 2007, the Company's net income was $28.8 million, or 78 cents per diluted share, on net sales of $621.7 million. This compares with net income of $5.2 million, or 14 cents per diluted share, on net sales of $544.2 million for the fourth quarter of 2006. Financial and Operating Highlights Mr. Karp said: o "The increase in net sales is primarily due to the acquisition of Extruded Metals, Inc. as well as the higher average cost of copper, the Company's principal raw material, which is generally passed through to customers by changes in selling prices. The COMEX average price of copper was $3.25 per pound in the fourth quarter of 2007. o "During the fourth quarter of 2007, the Company recognized LIFO income of $10.0 million (or 17 cents per diluted share after tax) resulting from a decrease in inventory quantities accounted for under the LIFO method. The fourth quarter of 2006 included a pre-tax charge of approximately $14.2 million (or 26 cents per diluted share after tax) due to a write-down of inventories to the lower of cost or market. o "Our return on average equity was 17.8 percent for 2007. o "Our current ratio remains strong at 2.8 to 1 and our working capital is $605.3 million, of which over $300 million is cash on hand. Page 1 of 6 o "Cash provided by operating activities was $185.8 million in 2007 compared with $64.5 million during 2006. o "As of year end, our financial leverage was modest with a debt to total capitalization ratio of 33.3 percent. o "Total stockholders' equity was $710.5 million which equates to a book value per share of $19.16 of which $8.32 per share is in cash. o "For the full year, our Plumbing & Refrigeration segment posted operating earnings of $178.4 million on net sales of $1.57 billion which compares with operating earnings of $197.4 million on net sales of $1.72 billion in 2006. Operating earnings includes LIFO income of $10.0 million in 2007. Also, in the fourth quarter of 2007, we wrote down the goodwill carrying value of our Mexican operations by $2.8 million due to an impairment charge. o "Our OEM segment posted operating earnings of $38.2 million during the year on net sales of $1.14 billion, which compares with operating earnings of $44.8 million on net sales of $835.3 million for 2006. o "Capital expenditures during 2007 totaled $29.9 million; cash flow to fund capital expenditures in 2008 are expected to be less than depreciation. o "After year end, we acquired approximately $25.5 million of our outstanding 6% Subordinated Debentures at approximately 90 percent of face value. Accordingly, these were reclassified to the current portion of long-term debt on our balance sheet." Business Outlook for 2008 Regarding the outlook for 2008, Mr. Karp said, "Despite the challenges presented by the decline in the housing market, and the volatility in the prices of copper and energy, Mueller had its two best years ever in 2006 and 2007. "The year 2008 will also be challenging as the national economy is slowing down and the housing market continues to contract. However, the U.S. economy has proven itself to be remarkably resilient, and we believe that later this year the housing market will bottom out and then gradually start to improve. Page 2 of 6 "Also, we anticipate that our non-residential businesses, which constitute a significant portion of our total, will have another good year in 2008. "Mueller is well positioned to take advantage of opportunities in our marketplace. On average, we have made one or more acquisitions per year over the past decade. We will continue our quest to acquire sound companies which are compatible with our core businesses." 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, Great Britain, and China. Mueller's business is importantly linked to: (1) the construction of new homes; (2) the improvement and reconditioning of existing homes and structures; and (3) the commercial construction market which includes, office buildings, factories, hotels, hospitals, etc. +++++++++++++++++++++ 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," 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. Page 3 of 6 MUELLER INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data)
For the Quarter Ended For the Year Ended -------------------------------------- -------------------------------------- December 29, December 30, December 29, December 30, 2007 2006 2007 2006 ---------------- ---------------- ---------------- ---------------- (Unaudited) (Unaudited) Net sales $ 621,734 $ 544,212 $ 2,697,845 $ 2,510,912 Cost of goods sold 523,381 486,383 2,324,924 2,109,436 ---------------- ---------------- ---------------- ---------------- Gross profit 98,353 57,829 372,921 401,476 Depreciation and amortization 10,299 10,586 44,153 41,619 Selling, general, and administrative expense 33,140 31,537 143,284 140,972 Copper litigation settlement (28) -- (8,893) -- Impairment charge 2,756 -- 2,756 -- ---------------- ---------------- ---------------- ---------------- Operating income 52,186 15,706 191,621 218,885 Interest expense (5,504) (5,316) (22,071) (20,477) Other income, net 2,793 1,773 13,731 5,171 ---------------- ---------------- ---------------- ---------------- Income before income taxes 49,475 12,163 183,281 203,579 Income tax expense (20,635) (6,988) (67,806) (54,710) ---------------- ---------------- ---------------- ---------------- Net income $ 28,840 $ 5,175 $ 115,475 $ 148,869 ================ ================ ================ ================ Weighted average shares for basic earnings per share 37,079 37,016 37,060 36,983 Effect of dilutive stock options 95 220 163 263 ---------------- ---------------- ---------------- ---------------- Adjusted weighted average shares for diluted earnings per share 37,174 37,236 37,223 37,246 ---------------- ---------------- ---------------- ---------------- Basic earnings per share $ 0.78 $ 0.14 $ 3.12 $ 4.03 ================ ================ ================ ================ Diluted earnings per share $ 0.78 $ 0.14 $ 3.10 $ 4.00 ================ ================ ================ ================ Summary Segment Data: Net sales: Plumbing & Refrigeration segment $ 349,228 $ 352,253 $ 1,572,565 $ 1,716,613 OEM segment 276,249 206,867 1,144,302 835,339 Elimination of intersegment sales (3,743) (14,908) (19,022) (41,040) ---------------- ---------------- ---------------- ---------------- Net sales $ 621,734 $ 544,212 $ 2,697,845 $ 2,510,912 ================ ================ ================ ================ Operating income: Plumbing & Refrigeration segment $ 47,507 $ 18,018 $ 178,367 $ 197,402 OEM segment 9,113 2,438 38,215 44,764 Unallocated expenses (4,434) (4,750) (24,961) (23,281) ---------------- ---------------- ---------------- ---------------- Operating income $ 52,186 $ 15,706 $ 191,621 $ 218,885 ================ ================ ================ ================
Page 4 of 6 MUELLER INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) December 29, December 30, 2007 2006 --------------- --------------- (Unaudited) ASSETS Cash and cash equivalents $ 308,618 $ 200,471 Accounts receivable, net 323,003 281,679 Inventories 269,032 258,647 Other current assets 39,694 35,397 --------------- --------------- Total current assets 940,347 776,194 Property, plant, and equipment, net 308,383 315,064 Other assets 200,474 177,649 --------------- --------------- $ 1,449,204 $ 1,268,907 =============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY Current portion of long-term debt $ 72,743 $ 35,998 Accounts payable 140,497 96,095 Other current liabilities 121,813 123,426 --------------- --------------- Total current liabilities 335,053 255,519 Long-term debt 281,738 308,154 Pension and postretirement liabilities 36,071 36,599 Environmental reserves 8,897 8,907 Deferred income taxes 52,156 46,408 Other noncurrent liabilities 2,029 2,206 --------------- --------------- Total liabilities 715,944 657,793 Minority interest in subsidiaries 22,765 22,300 Stockholders' equity 710,495 588,814 --------------- --------------- $ 1,449,204 $ 1,268,907 =============== =============== Page 5 of 6 MUELLER INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
For the Year Ended -------------------------------------- December 29, December 30, 2007 2006 --------------- --------------- (Unaudited) Operating activities: Net income $ 115,475 $ 148,869 Reconciliation of net income to net cash provided by operating activities: Depreciation and amortization 44,477 41,855 Deferred income taxes 3,094 (19,339) Stock-based compensation expense 2,737 2,789 (Gain) loss on disposal of properties (2,468) 2,620 Minority interest in subsidiaries, net of dividends received (781) 2,610 Gain on sale of equity investment -- (1,876) Income tax benefit from exercise of stock options (73) (1,065) Equity in income of unconsolidated subsidiary -- (964) Gain on early retirement of debt -- (97) Impairment charge 2,756 -- Changes in assets and liabilities, net of businesses acquired: Receivables (8,114) (14,350) Inventories 20,411 (56,786) Other assets (4,120) 1,449 Current liabilities 12,704 (41,357) Other liabilities 1,809 (2,578) Other, net (2,063) 2,759 --------------- --------------- Net cash provided by operating activities 185,844 64,539 --------------- --------------- Investing activities: Capital expenditures (29,870) (41,206) Proceeds from sales of properties and equity investment 3,809 23,528 Businesses acquired, net of cash received (32,243) 3,632 Net deposits into restricted cash balances (4,194) -- --------------- --------------- Net cash used in investing activities (62,498) (14,046) --------------- --------------- Financing activities: Proceeds from issuance of long-term debt 16,635 28,759 Dividends paid (14,825) (14,775) Issuance of shares under incentive stock option plans from treasury 1,124 7,701 Repayments of long-term debt (18,765) (2,059) Acquisition of treasury stock (54) (1,092) Income tax benefit from exercise of stock options 73 1,065 --------------- --------------- Net cash (used in) provided by financing activities (15,812) 19,599 --------------- --------------- Effect of exchange rate changes on cash 613 694 --------------- --------------- Increase in cash and cash equivalents 108,147 70,786 Cash and cash equivalents at the beginning of the year 200,471 129,685 --------------- --------------- Cash and cash equivalents at the end of the year $ 308,618 $ 200,471 =============== ===============
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