1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal quarter ended March 28, 1998 Commission file number 1-6770
MUELLER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 25-0790410
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6799 Great Oaks Road, Suite 200
Memphis, Tennessee 38138
(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 753-3200
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $ 0.01 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes /X/ No / /
The number of shares of the Registrant's common stock outstanding as of
April 21, 1998, was 17,579,437.
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MUELLER INDUSTRIES, INC.
FORM 10-Q
For the Period Ended March 28, 1998
INDEX
Part I. Financial Information Page
Item 1. Financial Statements (Unaudited)
a.) Consolidated Statements of Income
for the quarters ended March 28, 1998
and March 29, 1997 3
b.) Consolidated Balance Sheets
as of March 28, 1998 and December 27, 1997 4
c.) Consolidated Statements of Cash Flows
for the quarters ended March 28, 1998
and March 29, 1997 6
d.) Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MUELLER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)
For the Quarter Ended
March 28, 1998 March 29, 1997
Net sales $ 226,652 $ 201,366
Cost of goods sold 175,457 155,784
---------- ----------
Gross profit 51,195 45,582
Depreciation and amortization 5,584 4,832
Selling, general, and
administrative expense 17,842 15,496
---------- ----------
Operating income 27,769 25,254
Interest expense (1,352) (1,178)
Environmental reserves (600) (2,000)
Other income, net 2,723 1,030
---------- ----------
Income before income taxes 28,540 23,106
Current income tax expense (8,533) (6,728)
Deferred income tax expense (742) (620)
---------- ----------
Total income tax expense (9,275) (7,348)
---------- ----------
Net income $ 19,265 $ 15,758
========== ==========
Weighted average shares
for basic earnings per share 17,550 17,473
Effect of dilutive stock options 2,223 2,119
---------- ----------
Adjusted weighted average shares
for diluted earnings per share 19,773 19,592
---------- ----------
Basic earnings per share $ 1.10 $ 0.90
========== ==========
Diluted earnings per share $ 0.97 $ 0.80
========== ==========
<FN>
See accompanying notes to consolidated financial statements.
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MUELLER INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
March 28, 1998 December 27, 1997
Assets
Current assets:
Cash and cash equivalents $ 76,082 $ 69,978
Accounts receivable, less allowance
for doubtful accounts of $3,331 in
1998 and $3,680 in 1997 143,648 128,902
Inventories:
Raw material and supplies 15,144 19,960
Work-in-process 21,105 20,283
Finished goods 56,938 57,531
Gold 437 407
---------- ----------
Total inventories 93,624 98,181
Current deferred income taxes 5,075 5,023
Other current assets 8,683 6,967
---------- ----------
Total current assets 327,112 309,051
Property, plant and equipment, net 269,186 260,364
Deferred income taxes 6,960 7,837
Other assets 33,105 33,524
---------- ----------
$ 636,363 $ 610,776
========== ==========
<FN>
See accompanying notes to consolidated financial statements.
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MUELLER INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share data)
March 28, 1998 December 27, 1997
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $ 18,234 $ 18,980
Accounts payable 32,732 30,530
Accrued wages and other employee costs 18,320 21,095
Other current liabilities 39,580 29,952
---------- ----------
Total current liabilities 108,866 100,557
Long-term debt 49,508 53,113
Pension and postretirement liabilities 14,613 14,222
Environmental reserves 10,562 10,368
Deferred income taxes 1,957 2,040
Other noncurrent liabilities 12,505 11,745
---------- ----------
Total liabilities 198,011 192,045
---------- ----------
Minority interest in subsidiaries 946 691
Stockholders' equity:
Preferred stock - shares authorized
4,985,000; none outstanding - -
Series A junior participating preferred
stock - $1.00 par value; shares
authorized 15,000; none outstanding - -
Common stock - $.01 par value; shares
authorized 50,000,000; issued
20,000,000; outstanding 17,575,937
in 1998 and 17,508,708 in 1997 200 200
Additional paid-in capital, common 253,830 253,928
Retained earnings (Since
January 1, 1991) 217,018 197,753
Cumulative translation adjustment (3,842) (3,232)
Treasury common stock, at cost (29,800) (30,609)
---------- ----------
Total stockholders' equity 437,406 418,040
Commitments and contingencies (Note 2) - -
---------- ----------
$ 636,363 $ 610,776
========== ==========
<FN>
See accompanying notes to consolidated financial statements.
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MUELLER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
For the Quarter Ended
March 28, 1998 March 29, 1997
Cash flows from operating activities
Net income $ 19,265 $ 15,758
Reconciliation of net income to net
cash provided by operating activities:
Depreciation and amortization 5,584 4,832
Minority interest in subsidiaries 255 -
Deferred income taxes 742 620
(Gain) loss on disposal
of properties (1,418) 116
Changes in assets and liabilities:
Receivables (15,193) (23,566)
Inventories 4,433 1,484
Other assets (3,520) (3,622)
Current liabilities 9,217 7,879
Other liabilities 1,633 1,173
Other, net (105) (153)
---------- ----------
Net cash provided by operating activities 20,893 4,521
---------- ----------
Cash flows from investing activities
Businesses acquired - (27,855)
Capital expenditures (14,570) (5,019)
Proceeds from sales of properties 1,480 590
Escrowed IRB proceeds 1,877 -
---------- ----------
Net cash used in investing activities (11,213) (32,284)
---------- ----------
Cash flows from financing activities
Repayments of long-term debt (4,347) (2,573)
Proceeds from sale of treasury stock 711 569
---------- ----------
Net cash used in financing activities (3,636) (2,004)
---------- ----------
Effect of exchange rate changes on cash 60 -
---------- ----------
Increase (decrease) in cash
and cash equivalents 6,104 (29,767)
Cash and cash equivalents at the
beginning of the period 69,978 96,956
---------- ----------
Cash and cash equivalents at the
end of the period $ 76,082 $ 67,189
========== ==========
<FN>
See accompanying notes to consolidated financial statements.
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MUELLER INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
General
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. Results of
operations for the interim periods presented are not necessarily indicative
of results which may be expected for any other interim period or for the
year as a whole. This quarterly report on Form 10-Q should be read in
conjunction with the Company's Annual Report on Form 10-K, including the
annual financial statements incorporated therein by reference.
The accompanying unaudited interim financial statements include all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the interim periods presented.
Note 1 - Earnings Per Common Share
Basic per share amounts have been computed based on the average number
of common shares outstanding. Diluted per share amounts reflect the
increase in average common shares outstanding that would result from the
assumed exercise of outstanding stock options, computed using the treasury
stock method.
Note 2 - Commitments and Contingencies
The Company is subject to normal environmental standards imposed by
federal, state, local and foreign environmental laws and regulations.
Based upon information currently available, management believes that the
outcome of pending environmental matters will not materially affect the
overall financial position and results of operations of the Company.
In addition, the Company is involved in certain litigation as either
plaintiff or defendant as a result of claims that arise in the ordinary
course of business which management believes will not have a material
effect on the Company's financial condition.
Note 3 - Comprehensive Income
During 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 130, Reporting Comprehensive Income
(SFAS No. 130). The Company adopted this Statement as of the beginning of
1998. SFAS No. 130 established new rules for the reporting and display of
comprehensive income and its components; however, the adoption of this
Statement had no impact on the Company's net income or stockholders'
equity. SFAS No. 130 requires foreign currency translation adjustments,
which prior to adoption were reported separately in stockholders' equity,
to be included in other comprehensive income.
Total comprehensive income was $18,655,000 and $15,501,000 for the
quarters ending March 28, 1998, and March 29, 1997, respectively.
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Note 4 - Subsequent Event
On April 14, 1998, the Company's Board of Directors declared a two-
for-one stock split to be effected in the form of a 100 percent stock
dividend. Stockholders of record on May 12, 1998, will receive one
additional share of common stock for each share of the Company's common
stock held on that date. Earnings per share presented elsewhere herein
have not been adjusted to reflect this stock split.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General Overview
The Company's principal business is the manufacture and sale of copper
tube, brass rod, copper and plastic fittings, forgings, valves, and other
products made of copper, brass, bronze, plastic and aluminum. New housing
starts and commercial construction are important determinants of the
Company's sales to the air-conditioning, refrigeration, and plumbing
markets because the principal end use of a significant portion of the
Company's products is in the construction of single and multi-family
housing and commercial buildings. The Company's product is sold to
wholesalers in the plumbing, air-conditioning and refrigeration markets and
to OEMs in these and other markets. Mueller's plants are located
throughout the United States and in Canada, France and Great Britain. The
Company also owns a short line railroad in Utah and natural resource
properties in the Western U.S.
Profitability of certain of the Company's product lines depends upon
the "spreads" between the cost of metal and the selling prices of its
completed products. The open market price for copper cathode, for example,
directly influences the selling price of copper tubing, a principal product
manufactured by the Company. The Company attempts to minimize the effects
of changes in copper prices by passing base metal costs through to its
customers as metal prices fluctuate. "Spreads" fluctuate based upon
competitive market conditions.
During 1997, the Company acquired two European copper tube
manufacturers. Wednesbury Tube is located in Bilston, England, and
Desnoyers S.A. is located near Paris, France. These acquisitions give the
Company a major manufacturing and sales presence in Europe.
The Company uses the LIFO method to value the copper component of
certain of its copper tube and fittings inventories in the United States.
The market price of copper also indirectly affects the carrying value (FIFO
basis) of the Company's brass and other metal inventories.
Results of Operations
Net income was $19.3 million, or 97 cents per diluted share, for the
first quarter of 1998, which compares with net income of $15.8 million, or
80 cents per diluted share, for the same period of 1997.
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During the first quarter of 1998, the Company's net sales were $226.7
million, which compares to net sales of $201.4 million, or a 13 percent
increase over the same period of 1997. Pounds shipped totaled 156.1
million, an increase of 25 percent. Of this increase, 83 percent was
attributable to acquired businesses. Pounds shipped grew by a larger
percent than sales dollars because the price of copper was lower in the
first quarter of 1998 than in the same period of 1997.
First quarter operating income increased primarily due to: (i) higher
sales volumes particularly at brass rod and plastics; (ii) productivity
improvements at certain manufacturing plants; and (iii) spread improvements
in certain product lines, primarily copper tube and copper fittings.
Selling, general, and administrative expense increased primarily due to
acquired businesses.
Interest expense in the first quarter of 1998 totaled $1.4 million,
which was $0.2 million greater than the first quarter of 1997. The Company
capitalized $0.1 million of interest related to capital improvement
programs in the first quarter of 1998 compared to none in the first quarter
of 1997. Total interest in the first quarter of 1998 increased due to the
increase in long-term debt following the issuance of Industrial Development
Revenue Bonds in the third quarter of 1997, partially offset by scheduled
reductions in other long-term debt.
The provision for environmental reserves of $0.6 million in the first
quarter of 1998 was based on updated information and results of ongoing
environmental remediation at a previously identified environmental site,
U.S.S. Lead Refinery, Inc.
The effective tax rate of 32.5 percent in the first quarter of 1998
reflects the benefit of a lower federal provision relating to the
recognition of net operating loss carryforwards and a lower state provision
associated with incentive IRB financings.
Liquidity and Capital Resources
Cash provided by operating activities in the first quarter of 1998
totaled $20.9 million which is primarily attributable to net income,
depreciation and amortization, and increased current liabilities, offset by
increased receivables.
During the first quarter of 1998, the Company used $11.2 million for
investing activities, consisting primarily of $14.6 million for capital
expenditures. Existing cash balances, cash from operations, plus escrowed
IRB proceeds were used to fund the first quarter investing activities.
The Company has a $100.0 million unsecured line-of-credit agreement
(the Credit Facility) which expires in May 2001, but which may be extended
for successive one year periods by agreement of the parties. Borrowings
under the Credit Facility bear interest, at the Company's option, at (i)
prime rate less .50 percent, (ii) LIBOR plus .27 percent, or (iii) Federal
Funds Rate plus .65 percent. There are no outstanding borrowings under the
Credit Facility. At March 28, 1998, funds available under the Credit
Facility was reduced by $4.9 million for outstanding letters of credit. At
March 28, 1998, the Company's total debt was $67.7 million or 13.4 percent
of its total capitalization.
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The Company's financing obligations contain various covenants which
require, among other things, the maintenance of minimum levels of working
capital, tangible net worth, and debt service coverage ratios. The Company
is in compliance with all debt covenants.
Management believes that cash provided by operations and currently
available cash of $76.1 million will be adequate to meet the Company's
normal future capital expenditure and operational needs. Additionally,
certain capital improvements are being funded with escrowed IRB proceeds.
The Company's current ratio remains strong at 3.0 to 1.
The Company has approved a $25.3 million capital improvement project
at its Fulton copper tube mill to improve the utilization of scrap metal
and enhance the mill's refining processes. This project is also expected
to improve yield and productivity and increase casting capacity. Moreover,
the project, when completed in early 1999, will allow the Fulton tube mill
to use more scrap copper when market conditions warrant.
Another important ongoing program is the modernization of the
Company's copper fittings plant in Covington, Tennessee. Modernization of
this facility, which produces a broad range of low-volume copper fittings,
is estimated to require approximately $7.3 million in capital improvements
and will be completed in 1999. This project, when completed, will also
increase output and improve efficiency.
Mueller also has programs underway to make near-term improvements at
its European operations. Further, the Company is also considering various
long-term capital investments for these businesses which will further
improve their cost structure and productivity.
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
19.1 Mueller Industries, Inc.'s Quarterly Report to
Stockholders for the quarter ended March 28, 1998.
Such report is being furnished for the information of
the Securities and Exchange Commission only and is
not to be deemed filed as part of this Quarterly
Report on Form 10-Q.
(b) During the quarter ended March 28, 1998, the Registrant
filed no Current Reports on Form 8-K.
Items 1, 2, 3, 4, and 5 are not applicable and have been omitted.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on April 23, 1998.
MUELLER INDUSTRIES, INC.
/S/ EARL W. BUNKERS
Earl W. Bunkers, Executive Vice
President and Chief Financial Officer
/S/ KENT A. MCKEE
Kent A. McKee
Vice President Business Development/
Investor Relations
/S/ RICHARD W. CORMAN
Richard W. Corman
Director of Corporate Accounting
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