-----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, TH22tM447dOB8Y9TAkPh3HfPeJYZtkC0JLxbs6dsD63nUaixGdfLS/hyilD8O7z+ ZmaDF9YYxcbnwIKMGrZzBg== 0001144204-09-005507.txt : 20090205 0001144204-09-005507.hdr.sgml : 20090205 20090205163417 ACCESSION NUMBER: 0001144204-09-005507 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090205 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090205 DATE AS OF CHANGE: 20090205 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: 09573420 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 v138857_8k.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, 2009 ------------------ 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, 2009 the Registrant issued a press release announcing earnings for the quarter and year ended December 27, 2008. A copy of the press release announcing the fourth quarter and fiscal 2008 earnings is attached as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press release, dated February 5, 2009 reporting fourth quarter and fiscal 2008 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, 2009 -3- Exhibit Index Exhibit No. Description - ----------- ----------- 99.1 Press release, dated February 5, 2009. -4- EX-99.1 2 v138857_ex99-1.txt FOR IMMEDIATE RELEASE Contact:Kent A. McKee Memphis, TN--February 5, 2009 (901) 753-3208 MUELLER INDUSTRIES, INC. REPORTS FOURTH QUARTER AND FISCAL 2008 EARNINGS Harvey L. Karp, Chairman of Mueller Industries, Inc. (NYSE: MLI), announced today that Mueller's net income for the fiscal year ended December 27, 2008 was $80.8 million, or $2.17 per diluted share, which compares with $115.5 million, or $3.10 per diluted share, for 2007. Net sales for 2008 were $2.56 billion compared with $2.70 billion in 2007. For the fourth quarter of 2008, the Company's net income was $7.8 million, or 21 cents per diluted share, on net sales of $435.4 million. This compares with net income of $28.8 million, or 78 cents per diluted share, on net sales of $621.7 million for the fourth quarter of 2007. During the fourth quarter of 2008, the Company recognized several special items that, in aggregate, decreased net income by $2.0 million, or 5 cents per diluted share. The special items are described below. Financial and Operating Highlights Mr. Karp said: - "The reduction in net sales was primarily due to lower unit shipments as well as the lower average cost of copper, the Company's principal raw material, which is generally passed through to customers by changes in selling prices. The price of copper was volatile during 2008 and declined substantially during the fourth quarter; the Comex average price of copper during the fourth quarter was $1.75 per pound in 2008 versus $3.25 in 2007. - "Cash provided by operating activities was $180.9 million in 2008 compared with $185.8 million during 2007. - "For the full year, our Plumbing & Refrigeration segment posted operating earnings of $106.8 million on net sales of $1.40 billion which compares with operating earnings of $178.4 million on net sales of $1.57 billion in 2007. Operating earnings decreased primarily due to lower shipment volumes and higher per unit conversion costs on lower production volumes. Page 1 of 7 - "Our OEM segment posted operating earnings of $45.3 million during the year on net sales of $1.18 billion, which compares with operating earnings of $38.2 million on net sales of $1.14 billion for 2007. Weak demand in the later part of the year reduced shipments. - "Our current ratio remains strong at 3.7 to 1 and our working capital is $553.2 million, of which over $275 million is cash on hand. - "As of year end, our financial leverage was modest with a debt to total capitalization ratio of 20.7 percent. During 2008, we purchased approximately $149.0 million of our outstanding 6% Subordinated Debentures at discounts off of face value. Gains attributable to these repurchases totaled $19.1 million in the fourth quarter and $21.6 million for the year. - "The special items referred to above are: (i) an impairment charge totaling $18.0 million to reduce the carrying value of goodwill, (ii) additional environmental provisions of $15.0 million pertaining to estimated environmental settlements and obligations, (iii) a nontaxable gain of $19.1 million related to the repurchase of debentures, (iv) LIFO income of $14.9 million due to reduction of the quantities of LIFO inventory, and (v) a charge of $4.9 million to write-down certain inventories to the lower-of-cost-or-market that resulted from falling copper and other metal prices. The goodwill impairment is an estimate that will be adjusted after valuation procedures, including third party valuations, are completed as required by generally accepted accounting principles. - "Our return on average equity was 11.5 percent for 2008 which compares with 17.8 percent for 2007. - "Total stockholders' equity was $700.7 million which equates to a book value per share of $18.86 of which $7.51 per share is in cash. Stockholders' equity was reduced by the impact of foreign currency translations of our operations based in Mexico and the United Kingdom as their respective currencies declined in value relative to the U.S. dollar during the quarter. Page 2 of 7 - "Capital expenditures during 2008 totaled $22.3 million and capital expenditures in 2009 are expected to be between $20 million and $25 million. - "Late in the year, our European copper tube operation was damaged by fire. Production was curtailed for approximately four weeks to make the necessary temporary repairs. Certain production equipment and portions of the building structures were extensively damaged requiring further assessment which is underway; rehabilitation alternatives are also being evaluated. The total value of the loss, including business interruption, cannot be determined at this time but is expected to be covered by our property insurance." Business Outlook for 2009 Regarding the outlook for 2009, Mr. Karp said, "Mueller's operating results for 2008 were gratifying, considering the state of the U.S. economy and the decline in global markets. We are now in the second year of a recession which appears likely to be the longest downturn since World War II. "Mueller's strategy for 2009 is to promptly readjust our operations to the on-going flow of business. We see many opportunities to improve our operations and reduce costs. It is our objective to emerge from the current economic malaise a stronger, more efficient and lower-cost competitor. "Our strong balance sheet will enable us to fund our capital improvement programs from internal sources. We are also investigating acquisition opportunities which are directly related to our core business capabilities. We have always been cautious in evaluating acquisition candidates, and we will continue to do so." 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. +++++++++++++++++++++++ Page 3 of 7 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 4 of 7 MUELLER INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data)
For the Quarter Ended For the Year Ended ----------------------------- ----------------------------- December 27, December 29, December 27, December 29, 2008 2007 2008 2007 ------------ ------------ ------------ ------------ (Unaudited) (Unaudited) Net sales $ 435,373 $ 621,734 $ 2,558,448 $ 2,697,845 Cost of goods sold 371,648 523,381 2,233,123 2,324,924 Depreciation and amortization 10,828 10,299 44,345 44,153 Selling, general, and administrative expense 28,301 33,140 136,884 143,284 Copper litigation settlement - (28) - (8,893) Impairment charge 18,000 2,756 18,000 2,756 ------------ ------------ ------------ ------------ Operating income 6,596 52,186 126,096 191,621 Interest expense (3,295) (5,504) (19,050) (22,071) Other income, net 4,813 2,793 12,100 13,731 ------------ ------------ ------------ ------------ Income before income taxes 8,114 49,475 119,146 183,281 Income tax expense (340) (20,635) (38,332) (67,806) ------------ ------------ ------------ ------------ Net income $ 7,774 $ 28,840 $ 80,814 $ 115,475 ============ ============ ============ ============ Weighted average shares for basic earnings per share 37,142 37,079 37,123 37,060 Effect of dilutive stock options 28 95 186 163 ------------ ------------ ------------ ------------ Adjusted weighted average shares for diluted earnings per share 37,170 37,174 37,309 37,223 ------------ ------------ ------------ ------------ Basic earnings per share $ 0.21 $ 0.78 $ 2.18 $ 3.12 ============ ============ ============ ============ Diluted earnings per share $ 0.21 $ 0.78 $ 2.17 $ 3.10 ============ ============ ============ ============ Summary Segment Data: - --------------------- Net sales: Plumbing & Refrigeration segment $ 241,069 $ 349,228 $ 1,400,682 $ 1,572,565 OEM segment 197,227 276,249 1,176,892 1,144,302 Elimination of intersegment sales (2,923) (3,743) (19,126) (19,022) ------------ ------------ ------------ ------------ Net sales $ 435,373 $ 621,734 $ 2,558,448 $ 2,697,845 ============ ============ ============ ============ Operating income (loss): Plumbing & Refrigeration segment $ 20,882 $ 47,507 $ 106,785 $ 178,367 OEM segment (9,902) 9,113 45,278 38,215 Unallocated expenses (4,384) (4,434) (25,967) (24,961) ------------ ------------ ------------ ------------ Operating income $ 6,596 $ 52,186 $ 126,096 $ 191,621 ============ ============ ============ ============
Page 5 of 7 MUELLER INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
December 27, December 29, 2008 2007 ------------ ------------ (Unaudited) ASSETS Cash and cash equivalents $ 278,860 $ 308,618 Accounts receivable, net 219,035 323,003 Inventories 210,609 269,032 Other current assets 46,322 39,694 ------------ ------------ Total current assets 754,826 940,347 Property, plant, and equipment, net 276,927 308,383 Other assets 151,160 200,474 ------------ ------------ $ 1,182,913 $ 1,449,204 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current portion of long-term debt $ 24,184 $ 72,743 Accounts payable 63,732 140,497 Other current liabilities 113,668 121,813 ------------ ------------ Total current liabilities 201,584 335,053 Long-term debt 158,726 281,738 Pension and postretirement liabilities 38,452 36,071 Environmental reserves 23,248 8,897 Deferred income taxes 33,940 52,156 Other noncurrent liabilities 1,698 2,029 ------------ ------------ Total liabilities 457,648 715,944 Minority interest in subsidiary 24,582 22,765 Stockholders' equity 700,683 710,495 ------------ ------------ $ 1,182,913 $ 1,449,204 ============ ============
Page 6 of 7 MUELLER INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
For the Year Ended ----------------------------- December 27, December 29, 2008 2007 ------------ ------------ (Unaudited) Operating activities: Net income $ 80,814 $ 115,475 Reconciliation of net income to net cash provided by operating activities: Depreciation and amortization 44,884 44,477 Gain on early retirement of debt (21,575) - Deferred income taxes (4,465) 3,094 Stock-based compensation expense 2,915 2,737 Loss (gain) on disposal of properties 598 (2,468) Minority interest in subsidiary, net of dividends received 1,796 (781) Income tax benefit from exercise of stock options (92) (73) Impairment charge 18,000 2,756 Changes in assets and liabilities, net of business acquired: Receivables 91,705 (8,114) Inventories 44,591 20,411 Other assets (7,855) (4,120) Current liabilities (84,584) 12,704 Other liabilities 12,741 1,809 Other, net 1,459 (2,063) ------------ ------------ Net cash provided by operating activities 180,932 185,844 ------------ ------------ Investing activities: Capital expenditures (22,261) (29,870) Proceeds from sales of properties 81 3,809 Business acquired, net of cash received - (32,243) Net deposits into restricted cash balances (6,117) (4,194) ------------ ------------ Net cash used in investing activities (28,297) (62,498) ------------ ------------ Financing activities: Repayments of long-term debt (126,877) (18,765) Dividends paid (14,847) (14,825) Issuance of shares under incentive stock option plans from treasury 1,167 1,124 (Repayment) issuance of debt by joint venture, net (25,564) 16,635 Acquisition of treasury stock (32) (54) Income tax benefit from exercise of stock options 92 73 ------------ ------------ Net cash used in financing activities (166,061) (15,812) ------------ ------------ Effect of exchange rate changes on cash (16,332) 613 ------------ ------------ (Decrease) increase in cash and cash equivalents (29,758) 108,147 Cash and cash equivalents at the beginning of the year 308,618 200,471 ------------ ------------ Cash and cash equivalents at the end of the year $ 278,860 $ 308,618 ============ ============
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