-----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, MY2+yW9FSdl5Id37OBBMFM+8yJudxStmK9xd43SfPjDMHAWMSE/P/cniDUiRhOvO CKGreEWUIggLWT7DZGkJew== 0001144204-10-054358.txt : 20101019 0001144204-10-054358.hdr.sgml : 20101019 20101019111856 ACCESSION NUMBER: 0001144204-10-054358 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101019 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101019 DATE AS OF CHANGE: 20101019 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: 1227 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06770 FILM NUMBER: 101129611 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 v199267_8k.htm Unassociated Document
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):   October 19, 2010
                                                       

MUELLER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
1-6770
25-0790410
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
     
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):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  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 October 19, 2010 the Registrant issued a press release announcing earnings for the quarter ended September 25, 2010.  A copy of the press release announcing the third quarter 2010 earnings is attached as Exhibit 99.1.


Item 9.01.  Financial Statements and Exhibits.

(d)
Exhibits

99.1 
Press release, dated October 19, 2010 reporting third quarter 2010 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: October 19, 2010
 
-3-

 
Exhibit Index
 
Exhibit No.
 
Description
     
99.1
  Press release, dated October 19, 2010.
 

EX-99.1 2 v199267_ex99-1.htm

Mueller Industries, Inc. Reports Third Quarter Results

MEMPHIS, Tenn., Oct. 19 /PRNewswire-FirstCall/ --

Quarterly and Year-to-Date Earnings

Harvey L. Karp, Chairman of Mueller Industries, Inc. (NYSE: MLI), announced today that Mueller's net income in the third quarter was $18.9 million, or 50 cents per diluted share, on net sales of $507.2 million.  This compares with net income of $18.7 million, or 50 cents per diluted share, on net sales of $419.9 million in the third quarter of 2009.

Year-to-date, the Company earned $68.4 million, or $1.81 per diluted share, which includes an insurance settlement gain of 59 cents per diluted share. This compares with net income of $22.2 million, or 59 cents per diluted share, for the same period of 2009.  Net sales for the first nine months of 2010 were $1.53 billion compared with net sales of $1.11 billi on for the same period a year ago.  

Financial and Operating Highlights

Regarding the third quarter of 2010, Mr. Karp said:

  • "Our Plumbing & Refrigeration segment posted operating earnings of $11.5 million on net sales of $282.7 million compared with operating earnings of $16.0 million on net sales of $240.9 million in the third quarter of 2009.  The benefit of slightly higher shipments was offset by lower margins.
  • "Our OEM segment posted operating earnings of $23.0 million during the third quarter of 2010 on net sales of $229.0 million, which compared with operating earnings of $16.5 million on net sales of $181.6 million for the same period in 2009.  Operating income improved in most product lines on better volumes.
  • "The Comex average price of copper was $3.30 per pound in the third quarter of 2010, which compares with $2.67 per pound in the third quarter of 2009.  Higher selling prices due to rising raw material values accounted for approximately $57 million of the increase in net sales primarily in the Plumbing & Refrigeration segment.  Approximately $20 million of the increase in net sales was attributable to increased unit volume primarily in the OEM segment.
  • "Mueller ended the quarter with $400.1 million in cash, or $10.57 per share.  
  • "Total stockholders' equity was $777.0 million which equates to a book value per share of $20.54.
  • "Mueller's current ratio remains excellent at 4.4 to 1 and our working capital is $699.0 million.  Leverage is conservative with a ratio of debt to total capitalization at 18.4 percent."

Business Outlook

Regarding the outlook, Mr. Karp said, "Housing starts continue to stagnate at near the lowest levels of the past 50 years.  However, we believe starts are unlikely to decline further.  Also, the drop in non-residential construction appears to be bottoming out.  We expect to see improving business conditions in 2011, although the recovery in our industry will probably be uneven.  We are encouraged by Mueller's solid performance in 2010 and we are well prepared for an upturn in the economy."

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 important ly 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.

MUELLER INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)
























For the Quarter Ended


For the Nine Months Ended




September 25,


September 26,


September 25,


September 26,




2010


2009


2010


2009




(Unaudited)


(Unaudited)











Net sales


$       507,240


$       419,890


$    1,532,896


$    1,114,248











Cost of goods sold


437,597


354,039


1,317,290


954,775

Depreciation and amortization


9,934


10,441


30,372


31,276

Selling, general, and administrative expense


28,810


27,593


99,601


89,067

Insurance settlement


12


-


(21,284)


-











Operating income


30,887


27,817


106,917


39,130











Interest expense


(3,072)


(2,435)


(8,568)


(7,553)

Other income (expense), net


30


(324)


(2,348)


688











Income before income taxes


27,845


25,058


96,001


32,265

Income tax expense


(9,098)


(6,246)


(26,418)


(9,796)











Consolidated net income


18,747


18,812


69,583


22,469











Less net loss (income) attributable to noncontrolling interest


162


(146)


(1,158)


(267)











Net income attributable to Mueller Industries, Inc.


$         18,909


$         18,666


$         68,425


$         22,202































Weighted average shares










for basic earnings per share


37,710


37,474


37,657


37,253

Effect of dilutive stock-based awards


92


72


77


89











Adjusted weighted average shares










for diluted earnings per share


37,802


37,546


37,734


37,342











Basic earnings per share


$             0.50


$             0.50


$             1.82


$             0.60











Diluted earnings per share


$             0.50


$             0.50


$             1.81


$             0.59











Dividends per share


$             0.10


$             0.10


$             0.30


$             0.30











Summary Segment Data:









Net sales:










Plumbing & Refrigeration Segment


$       282,735


$       240,878


$       825,114


$       661,035


OEM Segment


228,981


181,621


718,965


459,898


Elimination of intersegment sales


(4,476)


(2,609)


(11,183)


(6,685)











Net sales


$       507,240


$       419,890


$    1,532,896


$    1,114,248











Operating income:










Plumbing & Refrigeration Segment


$         11,511


$         15,986


$         71,710


$         38,199


OEM Segment


22,994


16,530


56,057


18,315


Unallocated expenses


(3,618)


(4,699)


(20,850)


(17,384)











Operating income


$         30,887


$         27,817


$       106,917


$         39,130



MUELLER INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)






















September 25,


December 26,




2010


2009




(Unaudited)

ASSETS





Cash and cash equivalents


$       400,116


$      346,001

Accounts receivable, net


278,891


228,739

Inventories


190,243


191,262

Other current assets


34,631


42,841








Total current assets


903,881


808,843







Property, plant, and equipment, net


235,079


250,395

Other assets


123,781


120,903










$    1,262,741


$   1,180,141



















LIABILITIES AND EQUITY





Current portion of debt


$         23,437


$        24,325

Accounts payable


80,140


73,837

Other current liabilities


101,395


85,208








Total current liabilities


204,972


183,370







Long-term debt, less current portion


158,226


158,226

Pension and postretirement liabilities


43,589


44,320

Environmental reserves


25,671


23,268

Deferred income taxes


25,283


31,128

Other noncurrent liabilities


891


887








Total liabilities


458,632


441,199







Total Mueller Industries, Inc. stockholders' equity


777,025


713,167

Noncontrolling interest


27,084


25,775








Total equity


804,109


738,942










$    1,262,741


$   1,180,141



MUELLER INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)














For the Nine Months Ended






September 25,


September 26,






2010


2009






(Unaudited)

Operating activities:





Consolidated net income


$         69,583


$         22,469

Reconciliation of consolidated net income






to net cash provided by operating activities:







Depreciation and amortization


30,550


31,440



Stock-based compensation expense


2,185


1,892



Insurance settlement


(21,284)


-



Insurance proceeds - noncapital related


5,561


-



Loss on disposal of properties


252


975



Deferred income taxes


(8,386)


(2,012)



Income tax benefit from exercise of stock options


(89)


(189)



Gain on early retirement of debt


-


(128)



Changes in assets and liabilities:








Receivables


(50,810)


(3,030)




Inventories


2,800


35,339




Other assets


6,158


4,152




Current liabilities


21,562


(6,229)




Other liabilities


2,839


(337)




Other, net


(225)


17









Net cash provided by operating activities


60,696


84,359









Investing activities:





Capital expenditures


(14,210)


(11,002)

Business acquired


(2,021)


-

Insurance proceeds for property and equipment


17,703


-

Net withdrawals from restricted cash balances


1,649


12,806

Proceeds from sales of properties


26


611









Net cash provided by investing activities


3,147


2,415









Financing activities:





Dividends paid



(11,300)


(11,186)

Repayment of debt by joint venture, net


(1,097)


(11,813)

Repayments of long-term debt


-


(370)

Dividends paid to noncontrolling interest


-


(1,449)

Acquisition of treasury stock


(85)


(416)

Issuance of shares under incentive stock option plans






from treasury


2,463


8,678

Income tax benefit from exercise of stock options


89


189









Net cash used in financing activities


(9,930)


(16,367)









Effect of exchange rate changes on cash


202


4,607









Increase in cash and cash equivalents


54,115


75,014









Cash and cash equivalents at the beginning of the period


346,001


278,860









Cash and cash equivalents at the end of the period


$       400,116


$       353,874



MUELLER INDUSTRIES, INC.

RECONCILIATION OF NET INCOME AS REPORTED

TO NET INCOME BEFORE INSURANCE SETTLEMENT

(In thousands, except per share data)


Earnings without insurance settlement is a measurement not derived in accordance with generally accepted accounting principles (GAAP).  

Excluding the insurance settlement is useful as it measures the operating results that are the outcome of daily operating decisions made

in the normal course of business.  The insurance settlement resulted from reimbursement for losses claimed as a result of

a fire at our U.K. subsidiary in November 2008, the results of which are not impacted by daily operations and are not expected to recur

in future periods.  Reconciliation of earnings without insurance settlement to net income as reported is as follows:





For the Nine Months Ended September 25, 2010







Pro forma





Impact of


Without



As


Insurance


Insurance



Reported


Settlement


Settlement



(Unaudited)








Operating income


$                106,917


$                (21,284)


$                  85,633








Interest expense


(8,568)


-


(8,568)

Other income, net


(2,348)


-


(2,348)








Income before income taxes


96,001


(21,284)


74,717

Income tax expense (Note A)


(26,418)


(1,090)


(27,508)








Consolidated net income


69,583


(22,374)


47,209








Less net income attributable to noncontrolling interest


(1,158)


-


(1,158)








Net income attributable to Mueller Industries, Inc.


$                  68,425


$                (22,374)


$                  46,051















Diluted earnings per share


$                      1.81


$                    (0.59)


$                      1.22















(A) Realization of this insurance settlement resulted in a tax benefit primarily from the utilization of U.K. net operating losses that were previously reserved.





CONTACT:  Kent A. McKee, +1-901-753-3208

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