0001144204-12-040681.txt : 20120724 0001144204-12-040681.hdr.sgml : 20120724 20120724122906 ACCESSION NUMBER: 0001144204-12-040681 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120724 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120724 DATE AS OF CHANGE: 20120724 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: 12976091 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 v319307_8k.htm CURRENT REPORT

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): July 24, 2012

 

 

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 July 24, 2012 the Registrant issued a press release announcing earnings for the quarter ended June 30, 2012. A copy of the press release announcing the second quarter 2012 earnings is attached as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1 Press release, dated July 24, 2012 reporting second quarter 2012 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: July 24, 2012

- 3 -
 

Exhibit Index

 

Exhibit No.   Description
     
99.1   Press release, dated July 24, 2012.

 

- 4 -
 

EX-99.1 2 v319307_ex99-1.htm EXHIBIT 99.1

Mueller Industries, Inc. Reports Second Quarter 2012 Earnings

MEMPHIS, Tenn., July 24, 2012 /PRNewswire/ -- Mueller Industries, Inc. (NYSE: MLI) announced today that Mueller's net income in the second quarter of 2012 was $17.9 million, or 47 cents per diluted share. This compares with net income of $22.3 million, or 59 cents per diluted share, for the same period of 2011. Net sales for the second quarter of 2012 were $594.1 million compared with $652.9 million in the second quarter of 2011. Of the decrease in net sales, approximately $51.6 million was attributable to lower copper and other raw material costs that impact the selling prices of our products. Copper prices decreased to an average of $3.55 per pound in the second quarter of 2012 versus $4.16 per pound in the same quarter of 2011.

Second Quarter Financial and Operating Highlights

  • The Plumbing & Refrigeration segment posted operating earnings of $22.6 million on net sales of $331.7 million, which compares with prior year earnings of $24.8 million on net sales of $347.1 million. The decrease in earnings was due to slightly lower spreads.
  • The OEM segment posted operating earnings of $15.1 million during the second quarter of 2012 on net sales of $268.6 million, which compares with operating earnings of $18.8 million on net sales of $314.1 million for the same period in 2011.  Unit volumes decreased somewhat and spreads were slightly lower.
  • The Company redeemed its outstanding 6% Subordinated Debentures, due 2014 late in the second quarter.  In future periods, the redemption will result in a savings of approximately $8.9 million in interest expense, or 15 cents per diluted share, on an annualized basis.
  • At quarter end, cash totaled $373.7 million equal to $9.77 per share and the current ratio was 3.9 to 1.  Total stockholders' equity was $904.3 million.

Business Outlook

Regarding the outlook, Greg Christopher, CEO said, "The long awaited housing recovery may have begun. Mortgage rates are at historic lows, even as home prices have shown signs of firming. Also, in some markets it has become cheaper to buy than to rent. However, commercial construction activity has recently been uneven after showing gains earlier in the year. We believe that overall business conditions in the construction sector are improving, but at an irregular pace."

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 that 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 Six Months Ended



June 30,


July 2,


June 30,


July 2,



2012


2011


2012


2011



(Unaudited)


(Unaudited)










Net sales


$ 594,099


$ 652,923


$ 1,171,767


$ 1,340,604










Cost of goods sold


522,851


573,877


1,016,026


1,163,751

Depreciation and amortization


7,919


9,166


15,448


18,865

Selling, general, and administrative expense


33,487


33,330


65,089


68,699

Litigation settlement


-


-


-


(10,500)

Insurance settlement


-


-


(1,500)


-










Operating income


29,842


36,550


76,704


99,789










Interest expense


(2,721)


(2,834)


(5,358)


(6,182)

Other income, net


490


264


744


1,323










Income before income taxes


27,611


33,980


72,090


94,930










Income tax expense


(9,071)


(11,249)


(20,733)


(31,657)










Consolidated net income


18,540


22,731


51,357


63,273










Net income attributable to noncontrolling interest


(623)


(400)


(841)


(355)










Net income attributable to Mueller Industries, Inc.


$  17,917


$  22,331


$     50,516


$     62,918










Weighted average shares









for basic earnings per share


38,029


37,737


38,021


37,730

Effect of dilutive stock-based awards


436


356


440


309










Adjusted weighted average shares









for diluted earnings per share


38,465


38,093


38,461


38,039










Basic earnings per share


$      0.47


$      0.59


$        1.33


$        1.67










Diluted earnings per share


$      0.47


$      0.59


$        1.31


$        1.65










Dividends per share


$      0.10


$      0.10


$        0.20


$        0.20










Summary Segment Data:









Net sales:









Plumbing & Refrigeration Segment


$ 331,688


$ 347,069


$   647,042


$   727,658

OEM Segment


268,551


314,086


539,527


633,422

Elimination of intersegment sales


(6,140)


(8,232)


(14,802)


(20,476)










Net sales


$ 594,099


$ 652,923


$ 1,171,767


$ 1,340,604










Operating income:









Plumbing & Refrigeration Segment


$   22,605


$  24,790


$     50,863


$     54,473

OEM Segment


15,057


18,816


39,782


48,462

Unallocated expenses


(7,820)


(7,056)


(13,941)


(3,146)










Operating income


$  29,842


$  36,550


$     76,704


$     99,789




















MUELLER INDUSTRIES, INC.



CONDENSED CONSOLIDATED BALANCE SHEETS



(In thousands)












June 30,


December 31,





2012


2011





(Unaudited)



ASSETS







Cash and cash equivalents


$   373,680


$      514,162



Accounts receivable, net


299,264


250,027



Inventories


229,338


219,193



Other current assets


41,768


43,317










    Total current assets


944,050


1,026,699










Property, plant, and equipment, net


212,035


203,744



Other assets


116,355


117,161












$ 1,272,440


$   1,347,604










LIABILITIES AND STOCKHOLDERS' EQUITY







Current portion of debt


$     25,715


$        41,265



Accounts payable


89,914


65,545



Other current liabilities


124,757


106,434










    Total current liabilities


240,386


213,244










Long-term debt


7,800


156,476



Pension and postretirement liabilities


53,162


54,244



Environmental reserves


22,600


22,892



Deferred income taxes


13,079


14,856



Other noncurrent liabilities


966


1,130










    Total liabilities


337,993


462,842










Total Mueller Industries, Inc. stockholders' equity


904,343


855,688



Noncontrolling interest


30,104


29,074










    Total equity


934,447


884,762












$ 1,272,440


$   1,347,604















MUELLER INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)












For the Six Months Ended





June 30,


July 2,





2012


2011





(Unaudited)

Operating activities:







Consolidated net income




$  51,357


$  63,273

Reconciliation of consolidated net income to net cash provided by





    (used in) operating activities:




      Depreciation and amortization


15,843


18,999

      Stock-based compensation expense


2,061


1,712

      Loss (gain) on disposal of properties


106


(275)

      Insurance settlement


(1,500)


-

      Insurance proceeds - noncapital related


9,000


-

      Deferred income taxes


(2,930)


(2,549)

      Income tax benefit from exercise of stock options


(83)


(90)

      Changes in assets and liabilities, net of business acquired:





        Receivables


(55,826)


(55,010)

        Inventories


(9,055)


(78,966)

        Other assets


(1,371)


(4,398)

        Current liabilities


9,121


17,199

        Other liabilities


285


768

        Other, net


270


433






Net cash provided by (used in) operating activities


17,278


(38,904)






Investing activities:





Capital expenditures


(23,433)


(8,743)

Acquisition of business


-


(6,882)

Insurance proceeds for property and equipment


32,500


-

Proceeds from sales of properties


175


151

Net withdrawals from (deposits into) restricted cash balances


4,368


(3,877)






Net cash provided by (used in) investing activities


13,610


(19,351)






Financing activities:





Dividends paid


(7,605)


(7,546)

Debt issuance costs


-


(1,942)

Net proceeds from the exercise of stock options


187


592

Income tax benefit from exercise of stock options


83


90

Repayments of long-term debt


(148,676)


(250)

(Repayments) issuance of debt by joint venture, net


(15,842)


16,498






Net cash (used in) provided by financing activities


(171,853)


7,442






Effect of exchange rate changes on cash


483


1,713






Decrease in cash and cash equivalents


(140,482)


(49,100)






Cash and cash equivalents at the beginning of the period


514,162


394,139






Cash and cash equivalents at the end of the period


$ 373,680


$ 345,039

















MUELLER INDUSTRIES, INC.

RECONCILIATION OF NET INCOME AS REPORTED

TO NET INCOME BEFORE LIFO GAIN, INSURANCE SETTLEMENT AND LITIGATION SETTLEMENT

(In thousands, except per share data)











Earnings without the LIFO gain and insurance settlement in 2012 and without the litigation settlement in 2011 is a measurement not derived in accordance with generally accepted accounting principles.  Excluding the LIFO gain, insurance settlement, and litigation 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 LIFO gain resulted from deferred recognition of a 2011 decrement and the insurance settlement was related to a 2009 claim at the Company's Fulton, Mississippi, copper tube mill.  The litigation settlement resulted from the collection of proceeds from the lawsuit against Peter Berkman, Jeffrey Berkman, and Homewerks Worldwide LLC, the results of which are not impacted by daily operations. Reconciliations of earnings without the LIFO gain, insurance settlement, and litigation settlement to net income as reported are as follows:














For the Six Months Ended June 30, 2012
















Impact of 


Impact of 






As


LIFO


Insurance






Reported


Gain


Settlement


Pro forma




(Unaudited)












Operating income


$ 76,704


$   (7,979)


$   (1,500)


$  67,225












Interest expense


(5,358)


-


-


(5,358)


Other income, net


744


-


-


744












Income before income taxes


72,090


(7,979)


(1,500)


62,611


Income tax expense


(20,733)


2,872


585


(17,276)












Consolidated net income


51,357


(5,107)


(915)


45,335












Net income attributable to noncontrolling interest


(841)


-


-


(841)












Net income attributable to Mueller Industries, Inc.


$ 50,516


$   (5,107)


$     (915)


$  44,494






















Diluted earnings per share


$    1.31


$    (0.13)


$    (0.02)


$     1.16
























For the Six Months Ended July 2, 2011


















Impact of 








As


Litigation








Reported


Settlement


Pro forma






(Unaudited)














Operating income


$ 99,789


$ (10,500)


$  89,289














Interest expense


(6,182)


-


(6,182)




Other income, net


1,323


-


1,323














Income before income taxes


94,930


(10,500)


84,430




Income tax expense


(31,657)


3,675


(27,982)














Consolidated net income


63,273


(6,825)


56,448














Net income attributable to noncontrolling interest


(355)


-


(355)














Net income attributable to Mueller Industries, Inc.


$ 62,918


$   (6,825)


$  56,093
























Diluted earnings per share


$    1.65


$    (0.18)


$      1.47

















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