1999
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 27, 1999 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.)
8285 TOURNAMENT DRIVE, SUITE 150
MEMPHIS, TENNESSEE 38125
(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 23, 1999, was 35,854,196.
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MUELLER INDUSTRIES, INC.
FORM 10-Q
For the Period Ended March 27, 1999
INDEX
Part I. Financial Information Page
Item 1. Financial Statements (Unaudited)
a.) Consolidated Statements of Income
for the quarters ended March 27, 1999
and March 28, 1998 3
b.) Consolidated Balance Sheets
as of March 27, 1999 and December 26, 1998 4
c.) Consolidated Statements of Cash Flows
for the quarters ended March 27, 1999
and March 28, 1998 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 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
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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 27, 1999 March 28, 1998
Net sales $ 287,840 $ 226,652
Cost of goods sold 221,740 175,457
---------- ----------
Gross profit 66,100 51,195
Depreciation and amortization 8,990 5,584
Selling, general, and
administrative expense 25,179 17,842
---------- ----------
Operating income 31,931 27,769
Interest expense (2,861) (1,352)
Environmental reserves - (600)
Other income, net 2,129 2,723
---------- ----------
Income before income taxes 31,199 28,540
Current income tax expense (5,023) (8,533)
Deferred income tax expense (4,493) (742)
---------- ----------
Total income tax expense (9,516) (9,275)
---------- ----------
Net income $ 21,683 $ 19,265
========== ==========
Weighted average shares
for basic earnings per share 35,833 35,100
Effect of dilutive stock options 3,782 4,447
---------- ----------
Adjusted weighted average shares
for diluted earnings per share 39,615 39,547
---------- ----------
Basic earnings per share $ 0.61 $ 0.55
========== ==========
Diluted earnings per share $ 0.55 $ 0.49
========== ==========
<FN>
See accompanying notes to consolidated financial statements.
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MUELLER INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
March 27, 1999 December 26, 1998
Assets
Current assets:
Cash and cash equivalents $ 90,133 $ 80,568
Accounts receivable, less allowance
for doubtful accounts of $4,838 in
1999 and $4,929 in 1998 181,598 155,601
Inventories:
Raw material and supplies 24,500 26,544
Work-in-process 19,682 18,196
Finished goods 79,020 89,672
Gold 346 320
---------- ----------
Total inventories 123,548 134,732
Current deferred income taxes 5,140 5,140
Other current assets 4,202 6,283
---------- ----------
Total current assets 404,621 382,324
Property, plant and equipment, net 376,632 379,082
Goodwill, net 75,225 75,988
Other assets 32,492 37,300
---------- ----------
$ 888,970 $ 874,694
========== ==========
<FN>
See accompanying notes to consolidated financial statements.
-4-
MUELLER INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share data)
March 27, 1999 December 26, 1998
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $ 32,577 $ 19,980
Accounts payable 50,356 46,641
Accrued wages and other employee costs 22,694 26,636
Other current liabilities 45,966 49,317
---------- ----------
Total current liabilities 151,593 142,574
Long-term debt 156,909 174,569
Pension and postretirement liabilities 12,204 12,584
Environmental reserves 15,582 16,321
Deferred income taxes 14,983 10,490
Other noncurrent liabilities 15,580 15,680
---------- ----------
Total liabilities 366,851 372,218
---------- ----------
Minority interest in subsidiaries 354 354
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 100,000,000; issued
40,091,502; outstanding 35,853,396
in 1999 and 35,807,596 in 1998 401 401
Additional paid-in capital, common 258,376 258,171
Retained earnings (Since
January 1, 1991) 294,881 273,198
Cumulative translation adjustment (5,827) (3,317)
Treasury common stock, at cost (26,066) (26,331)
---------- ----------
Total stockholders' equity 521,765 502,122
Commitments and contingencies (Note 2) - -
---------- ----------
$ 888,970 $ 874,694
========== ==========
<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 27, 1999 March 28, 1998
Cash flows from operating activities
Net income $ 21,683 $ 19,265
Reconciliation of net income to net
cash provided by operating activities:
Depreciation and amortization 8,990 5,584
Minority interest in subsidiaries - 255
Deferred income taxes 4,493 742
Gain on disposal of properties (110) (1,418)
Changes in assets and liabilities:
Receivables (27,264) (15,193)
Inventories 10,277 4,433
Other assets 4,626 (3,520)
Current liabilities (2,297) 9,217
Other liabilities (3,649) 1,633
Other, net (216) (105)
---------- ----------
Net cash provided by operating activities 16,533 20,893
---------- ----------
Cash flows from investing activities
Capital expenditures (7,730) (14,570)
Proceeds from sales of properties 175 1,480
Escrowed IRB proceeds 4,946 1,877
---------- ----------
Net cash used in investing activities (2,609) (11,213)
---------- ----------
Cash flows from financing activities
Proceeds from issuance of long-term debt 5,000 -
Repayments of long-term debt (10,043) (4,347)
Proceeds from sale of treasury stock 470 711
---------- ----------
Net cash used in financing activities (4,573) (3,636)
---------- ----------
Effect of exchange rate changes on cash 214 60
---------- ----------
Increase in cash
and cash equivalents 9,565 6,104
Cash and cash equivalents at the
beginning of the period 80,568 69,978
---------- ----------
Cash and cash equivalents at the
end of the period $ 90,133 $ 76,082
========== ==========
<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 or results of operations.
Note 3 - Comprehensive Income
Comprehensive income for the Company consists of net income and
foreign currency translation adjustments. Total comprehensive income was
$19,173,000 and $18,655,000 for the quarters ending March 27, 1999, and
March 28, 1998, respectively.
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Note 4 - Industry Segments
Summarized segment information is as follows:
(In thousands)
[CAPTION]
For the Quarter Ended
March 27, 1999 March 28, 1998
[S] [C] [C]
Net sales:
Standard Products Division $ 206,558 $ 144,848
Industrial Products Division 75,867 75,669
Other Businesses 5,438 6,222
Elimination of intersegment sales (23) (87)
---------- ----------
$ 287,840 $ 226,652
========== ==========
Operating income:
Standard Products Division $ 27,686 $ 23,158
Industrial Products Division 9,236 8,055
Other Businesses 564 1,857
Unallocated expenses (5,555) (5,301)
--------- ----------
$ 31,931 $ 27,769
========= ==========
Note 5 - Subsequent Event
On April 26, 1999, the Company sold its interests in Alaska Gold
Company to NovaGold Resources Inc. ("NovaGold"). Proceeds from the sale
include the following: (i) cash of $3 million paid at closing; (ii) a
promissory note from NovaGold for $1.5 million payable on December 15,
1999, convertible at NovaGold's option into NovaGold shares traded on the
Toronto Stock Exchange; and (iii) a subordinated $1 million production
royalty, payable over a maximum of 4 years, convertible into NovaGold
shares at the Company's option. Alaska Gold Company's sales represented
less than 1 percent of the Company's consolidated net sales in 1998 and
less than 2 percent of consolidated net sales in 1997. The Company will
recognize a gain on this sale transaction in its financial statements for
the second quarter.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
General Overview
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 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.
-8-
The Company's businesses are managed and organized into three
segments: (i) Standard Products Division (SPD); (ii) Industrial Products
Division (IPD); and (iii) Other Businesses. SPD manufactures and sells
copper tube, and copper and plastic fittings and valves. Outside of the
United States, SPD manufactures copper tube in Europe and copper fittings
in Canada. SPD sells these products to wholesalers in the HVAC (heating,
ventilation and air-conditioning), plumbing and refrigeration markets, and
to distributors to the manufactured housing and recreational vehicle
industries. IPD manufactures and sells brass and copper alloy rod, bar and
shapes; aluminum and brass forgings; aluminum and copper impact
extrusions; refrigeration valves and fittings; fabricated tubular
products; and gas valves and assemblies. IPD sells its products primarily
to original equipment manufacturers (OEMs), many of which are in the HVAC,
plumbing and refrigeration markets. Other Businesses include Utah Railway
Company and other natural resource properties and interests. SPD and IPD
account for more than 96 percent of consolidated net sales and more than
86 percent of consolidated total assets.
During 1998, the Company completed three acquisitions: (i) Halstead
Industries, Inc. operates a copper tube mill in Wynne, Arkansas and a line
sets factory in Clinton, Tennessee; (ii) B&K Industries, Inc., based in
Elk Grove Village, Illinois, is a significant import distributor of
residential and commercial plumbing products in the United States that
sells through all major distribution channels including hardware co-ops,
home centers, plumbing wholesalers, hardware wholesalers, OEMs and
manufactured housing wholesalers; and (iii) Lincoln Brass Works, Inc.
produces custom valve assemblies, custom metal assemblies, gas delivery
systems and tubular products, primarily for the gas appliance market, at
two manufacturing facilities in Tennessee.
New housing starts and commercial construction are important
determinants of the Company's sales to the HVAC, 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.
Profitability of certain of the Company's product lines depends upon
the "spreads" between the cost of raw material and the selling prices of
its completed products. The open market prices for copper cathode and
scrap, for example, influence the selling price of copper tubing, a
principal product manufactured by the Company. The Company attempts to
minimize the effects of fluctuations in material costs by passing through
these costs to its customers. "Spreads" fluctuate based upon competitive
market conditions.
Results of Operations
Net income was $21.7 million, or 55 cents per diluted share, for the
first quarter of 1999, which compares with net income of $19.3 million, or
49 cents per diluted share, for the same period of 1998.
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During the first quarter of 1999, the Company's net sales were $287.8
million, which compares to net sales of $226.7 million, or a 27 percent
increase over the same period of 1998. Pounds shipped totaled 207.9
million, an increase of 33 percent. This increase in net sales and
shipments includes volume from businesses acquired in 1998. Pounds shipped
grew by a larger percent than sales dollars because the price of copper
was lower in the first quarter of 1999 than in the same period of 1998.
First quarter operating income increased primarily due to: (i) higher
sales volumes particularly at copper tube and line sets; (ii) spread
improvements at copper tube; and (iii) earnings at businesses acquired in
1998. Increased operating income was partially offset by losses at our
European operations. Selling, general, and administrative expense increased
primarily due to acquired businesses.
Interest expense in the first quarter of 1999 totaled $2.9 million,
which was $1.5 million greater than the first quarter of 1998. The
Company capitalized $0.4 million of interest related to capital
improvement programs in the first quarter of 1999 compared to $0.1 million
in the first quarter of 1998. Total interest in the first quarter of 1999
increased due to the increase in long-term debt following the issuance of
the $125 million term note, partially offset by scheduled repayments in
other long-term debt.
The Company continues to achieve its long-term objective of divesting
certain natural resource properties and businesses. During April 1999,
the Company sold 100 percent of its interests in Alaska Gold Company, and
will recognize a modest gain from this sale in the second quarter.
Following this sale transaction, the Company believes it will realize
for federal tax purposes an ordinary loss of approximately $70 million
which will reduce taxable income in 1999. Recognition of this tax
attribute, previously recognized as a deferred tax asset less an
appropriate valuation allowance, will reduce the Company's effective tax rate
to approximately 30.5 percent in 1999. The Company computed its income
tax provision for the first quarter of 1999 using this effective income
tax rate. This effective rate also 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 1999
totaled $16.5 million which is primarily attributable to net income,
depreciation and amortization, and decreased inventories, offset by
increased receivables.
During the first quarter of 1999, the Company used $2.6 million for
investing activities, consisting primarily of $7.7 million for capital
expenditures. Existing cash balances, cash from operations, plus escrowed
IRB proceeds were used to fund the first quarter investing activities.
-10-
In December 1998, the Company executed an agreement with its bank
syndicate that established an unsecured $125 million term note. The
proceeds from the term note were used primarily to pay down the balance
under the Company's line of credit which was used to fund the Halstead
acquisition. The agreement requires quarterly principal payments of
approximately $3.3 million plus interest through 2003, with a balloon
payment of $62.5 million due December 31, 2003. Interest is based on the
90-day LIBOR plus a premium of 110 to 130 basis points as determined by
certain financial ratios.
In addition, 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 subject to adjustment, or (iii) Federal Funds Rate plus .65
percent. There are no outstanding borrowings under the Credit Facility.
At March 27, 1999, funds available under the Credit Facility was reduced
by $4.2 million for outstanding letters of credit. At March 27, 1999, the
Company's total debt was $189.5 million or 26.6 percent of its total
capitalization.
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.
The Company has planned for approximately $50 million of capital
additions and improvements in 1999. The largest proposed project is the
modernization of our recently acquired copper tube mill in Wynne,
Arkansas. This project, which would require expenditure of approximately
$20 to $24 million over a two-year period, will improve yield,
productivity, and throughput when completed.
The Company's $33.4 million copper casting facility in Fulton,
Mississippi became operational during the first quarter of 1999. This
facility allows the use of a lower-cost mix of copper scrap and cathode
when market conditions warrant. 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.
Management believes that cash provided by operations and currently
available cash of $90.1 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 2.7 to 1.
PART II. OTHER INFORMATION
Item 5. Other Information
The following discussion updates the disclosure in Item 1, Business,
in the Company's Annual Report on Form 10-K, for the year ended December
26, 1998.
-11-
Other Businesses
Operations of one of the Company's subsidiaries, Utah Railway
Company, have been unfavorably affected by a 1998 fire at one of the coal
mines it serves. Limited production has resumed at the mine; however,
Mueller has filed a business interruption insurance claim for the loss of
earnings due to the fire. At this time, the amount to be recovered from
our insurer cannot be determined.
Labor Relations
On April 2, 1999, the Company renewed union contracts that cover
employees at its Port Huron facilities for a five-year period.
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 27, 1999. 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 27, 1999, the Registrant
filed no Current Reports on Form 8-K.
Items 1, 2, 3, and 4 are not applicable and have been omitted.
-12-
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 27, 1999.
MUELLER INDUSTRIES, INC.
/S/ KENT A. MCKEE
Kent A. McKee
Vice President and
Chief Financial Officer
/S/ RICHARD W. CORMAN
Richard W. Corman
Corporate Controller
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EXHIBIT INDEX
Exhibits Description Page
19.1 Mueller Industries, Inc.'s Quarterly Report to
Stockholders for the quarter ended March 27, 1999.
Such report is being furnished for the
information of the Securities and Exchange
Commission only and is not to be deemed filed as a
part of this Quarterly Report on Form 10-Q.
27.1 Financial Data Schedule (EDGAR filing only)
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