-----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, TPzy6ZVspKG9QtGSN15d1M/2OwauzE24w7FEhdEZZRRUrPzVJgHFM5wS5uOVzIfO e1DKiWDQazdBfK4chlTxHA== 0001275287-05-003960.txt : 20051020 0001275287-05-003960.hdr.sgml : 20051020 20051020123208 ACCESSION NUMBER: 0001275287-05-003960 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051020 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051020 DATE AS OF CHANGE: 20051020 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: 051146770 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 mi3778.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 Date of Report (Date of earliest event reported): October 20, 2005 MUELLER INDUSTRIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-6770 25-0790410 ---------------------------- ------------ ------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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): [ ] 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)) ================================================================================ Item 2.02. Results of Operations and Financial Condition. On October 20, 2005 the Registrant issued a press release announcing earnings for the quarter ended October 1, 2005. A copy of the press release announcing the third quarter 2005 earnings is attached as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press release, dated October 20, 2005 reporting third quarter 2005 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, on October 20, 2005. MUELLER INDUSTRIES, INC. By: /s/ Kent A. McKee ---------------------------- Name: Kent A. McKee Title: Executive Vice President and Chief Financial Officer -3- Exhibit Index Exhibit No. Description - ----------- -------------------------------------- 99.1 Press release, dated October 20, 2005. -4- EX-99.1 2 mi3778ex991.txt EXHIBIT 99.1 Exhibit 99.1 MUELLER INDUSTRIES, INC. REPORTS THIRD QUARTER RESULTS MEMPHIS, Tenn., Oct. 20 /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 of 2005. Net income from continuing operations for the third quarter was $21.0 million, or 57 cents per diluted share, which compares with $18.8 million, or 51 cents per diluted share, for the third quarter of fiscal 2004. Net sales for the three months ended October 1, 2005 were $434.1 million, compared with net sales of $322.5 million for the third quarter of 2004. The current period includes approximately $4.8 million of interest expense (approximately 9 cents per diluted share net of tax) related primarily to the Subordinated Debentures issued in the fourth quarter of 2004. Year-to-date, the Company earned $53.4 million from continuing operations, or $1.44 per diluted share, on net sales of $1.25 billion. This compares with income from continuing operations of $63.8 million, or $1.73 per diluted share, on net sales of $1.05 billion for the first nine months of 2004. Financial and Operating Highlights Regarding the third quarter financial results, Mr. Karp said, "Mueller's financial position remains sound. - "Operating income increased to $30.2 million, reflecting increased volumes. Pounds of product shipped by our core product lines totaled 187 million in the third quarter of 2005 compared with 171 million for 2004. - "The COMEX copper price for the third quarter of 2005 averaged $1.70 per pound compared with $1.29 per pound for the third quarter of 2004 which contributed to the increase in sales. - "Our Standard Products Division posted quarterly operating income of $31.0 million, compared with $22.2 million in 2004. Standard Products Division's net sales were $322.5 million for the quarter, compared with $233.7 million for 2004. We continued to realize solid results from our copper and plastic fittings businesses. SPD's earnings were benefited by businesses acquired during the latter half of 2004. - "Operating income at Industrial Products Division was $5.7 million compared with $6.0 million for the third quarter of 2004. Net sales were $114.3 million in the third quarter of 2005 which compares with $92.6 million for 2004. Results at our brass rod mill decreased on lower spreads, partially offset by improved results in other product lines. - "We invested $12.8 million during the quarter to acquire KX Group Limited (doing business as Brassware Sales). Brassware Sales is an import distributor of plumbing and residential heating products with annual sales of approximately $48 million to plumbers' merchants and builders' merchants throughout the U.K. This acquisition will strengthen the Company's presence in the U.K. market. - "During the third quarter we settled a business interruption claim related to operations sold in 2002. This $3.3 million after-tax gain is classified as discontinued operations. We also recognized a $4.0 million pre-tax gain, classified as other income, on the sale of land and building in Cerritos, California. - "Mueller ended the quarter with $108.0 million in cash. The impact of rising copper prices on accounts receivable and inventories was readily funded with cash-on-hand. - "Our current ratio remains excellent at 2.4 to 1 and our working capital is $326.5 million. - "Capital expenditures totaled $13.4 million during the first nine months of 2005. - "Stockholders' equity has grown to $396.8 million." Business Outlook Discussing the outlook, Mr. Karp said, "Over the next twelve months we believe the housing industry will be adjusting to higher prices, higher mortgage rates, and more restrictive lending standards. This may result in a modest decline in housing starts, but overall, starts for 2006 will likely remain at the high end of historical levels. At the same time, non-housing construction activity is trending upward and this is an important sector for Mueller's business. 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. 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. MUELLER INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data)
For the Quarter For the Nine Months Ended Ended --------------------------- --------------------------- Oct. 1, Sept. 25, Oct. 1, Sept. 25, 2005 2004 2005 2004 ------------ ------------ ------------ ------------ (Unaudited) (Unaudited) Net sales $ 434,130 $ 322,512 $ 1,246,299 $ 1,049,293 Cost of goods sold 360,514 263,188 1,040,201 847,937 Gross profit 73,616 59,324 206,098 201,356 Depreciation and amortization 10,082 10,278 30,571 30,402 Selling, general, and administrative expense 33,297 24,529 92,788 79,410 Impairment charge - - - 3,941 Operating income 30,237 24,517 82,739 87,603 Interest expense (4,794) (236) (14,730) (659) Other income, net 5,421 1,357 10,188 5,161 Income from continuing operations before income taxes 30,864 25,638 78,197 92,105 Income tax expense (9,848) (6,884) (24,790) (28,343) Income from continuing operations 21,016 18,754 53,407 63,762 Gain from discontinued operations, net of income taxes 3,324 - 3,324 - Net income $ 24,340 $ 18,754 $ 56,731 $ 63,762 Earnings per share: Basic earnings per share: Weighted average shares outstanding 36,625 35,283 36,576 34,973 From continuing operations $ 0.57 $ 0.53 $ 1.46 $ 1.82 From discontinued operations 0.09 - 0.09 - Basic earnings per share $ 0.66 $ 0.53 $ 1.55 $ 1.82 Diluted earnings per share: Weighted average shares outstanding plus assumed conversions 37,120 36,914 37,112 36,905 From continuing operations $ 0.57 $ 0.51 $ 1.44 $ 1.73 From discontinued operations 0.09 - 0.09 - Diluted earnings per share $ 0.66 $ 0.51 $ 1.53 $ 1.73 Summary Segment Data: Net sales: Standard Products Division $ 322,507 $ 233,651 $ 918,839 $ 762,210 Industrial Products Division 114,325 92,565 336,608 298,246 Elimination of intersegment sales (2,702) (3,704) (9,148) (11,163) Net sales $ 434,130 $ 322,512 $ 1,246,299 $ 1,049,293 Operating income: Standard Products Division $ 30,955 $ 22,202 $ 78,732 $ 84,376 Industrial Products Division 5,700 6,012 19,540 15,699 Unallocated expenses (6,418) (3,697) (15,533) (12,472) Operating income $ 30,237 $ 24,517 $ 82,739 $ 87,603
MUELLER INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) October 1, December 25, 2005 2004 ------------ ------------ (Unaudited) ASSETS Cash and cash equivalents $ 108,012 $ 47,449 Accounts receivable, net 251,406 201,396 Inventories 183,205 187,853 Other current assets 19,985 18,633 Total current assets 562,608 455,331 Property, plant, and equipment, net 309,962 335,610 Other assets 188,916 172,790 $ 1,061,486 $ 963,731 LIABILITIES AND STOCKHOLDERS' EQUITY Current portion of long-term debt $ 887 $ 5,328 Accounts payable 117,282 79,723 Other current liabilities 117,922 95,767 Total current liabilities 236,091 180,818 Long-term debt 312,940 310,650 Pension and postretirement liabilities 32,272 33,167 Environmental reserves 9,183 9,503 Deferred income taxes 64,033 67,479 Other noncurrent liabilities 10,122 10,361 Total liabilities 664,641 611,978 Minority interest in subsidiaries 74 67 Stockholders' equity 396,771 351,686 $ 1,061,486 $ 963,731 MUELLER INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) For the Nine Months Ended ------------------------------ October 1, September 25, 2005 2004 ------------- ------------- (Unaudited) Operating activities: Net income from continuing operations $ 53,407 $ 63,762 Reconciliation of net income from continuing operations to net cash provided by operating activities: Depreciation and amortization 30,691 30,402 Income tax benefit from exercise of stock options 529 29,252 Impairment charge - 3,941 Equity in (income) loss of unconsolidated subsidiaries (4,005) 2,376 Gain on disposal of properties (3,713) (5,156) Deferred income taxes (1,813) (395) Minority interest in subsidiaries, net of dividend paid 7 (151) Changes in assets and liabilities, net of business acquired: Receivables (49,665) (14,742) Inventories 8,703 (33,969) Current liabilities 50,639 18,671 Other, net (1,629) (554) Net cash provided by operating activities 83,151 93,437 Investing activities: Capital expenditures (13,425) (13,073) Business acquired (10,891) (14,583) Proceeds from sales of properties 10,059 5,493 Net cash used in investing activities (14,257) (22,163) Financing activities: Dividends paid (10,983) (10,591) Acquisition of treasury stock (168) (28,409) Proceeds from the sale of treasury stock 4,346 7,344 Repayments of long-term debt (4,355) (2,776) Net cash used in financing activities (11,160) (34,432) Effect of exchange rate changes on cash (495) (15) Increase in cash and cash equivalents 57,239 36,827 Cash provided by discontinued operations 3,324 - Cash and cash equivalents at the beginning of the period 47,449 255,088 Cash and cash equivalents at the end of the period $ 108,012 $ 291,915 SOURCE Mueller Industries, Inc. -0- 10/20/2005 /CONTACT: Kent A. McKee of Mueller Industries, Inc., +1-901-753-3208/ -----END PRIVACY-ENHANCED MESSAGE-----