1996
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 30, 1996 Commissions 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.)
2959 N. ROCK ROAD
WICHITA, KANSAS 67226-1191
(Address of principal executive offices)
Registrant's telephone number, including area code: (316) 636-6300
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 12, 1996 was 17,372,698.
MUELLER INDUSTRIES, INC.
FORM 10-Q
For the Period Ended March 30, 1996
INDEX
Part I. Financial Information Page
Item 1. Financial Statements (Unaudited)
a.) Consolidated Statements of Income
for the quarters ended March 30, 1996
and April 1, 1995....................................3
b.) Consolidated Balance Sheets
as of March 30, 1996 and December 30, 1995...........4
c.) Consolidated Statements of Cash Flows
for the quarters ended March 30, 1996 and
April 1, 1995........................................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...........................................................10
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 30, 1996 April 1, 1995
Net sales $ 180,515 $ 171,770
Cost of goods sold 143,532 140,560
------- -------
Gross profit 36,983 31,210
Depreciation and amortization 4,450 3,646
Selling, general, and
administrative expense 13,904 12,967
------- -------
Operating income 18,629 14,597
Interest expense (1,240) (1,377)
Other income, net 1,880 1,473
------- -------
Income before income taxes 19,269 14,693
Current income tax expense (5,261) (4,268)
Deferred income tax expense (716) (375)
------- -------
Total income tax expense (5,977) (4,643)
------- -------
Net income $ 13,292 $ 10,050
======= =======
Net income per share:
Primary:
Average shares outstanding 19,368 18,898
Net income $ 0.69 $ 0.53
======= =======
Fully diluted:
Average shares outstanding 19,464 18,956
Net income $ 0.68 $ 0.53
======= =======
See accompanying notes to consolidated financial statements.
MUELLER INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
March 30, 1996 December 30, 1995
Assets
Current assets:
Cash and cash equivalents $ 45,471 $ 48,357
Accounts receivable, less allowance
for doubtful accounts of $3,021 in
1996 and $2,986 in 1995 99,328 83,712
Inventories:
Raw material and supplies 8,433 14,538
Work-in-process 18,803 17,133
Finished goods 37,495 34,689
------- -------
Total inventories 64,731 66,360
Current deferred income taxes 7,354 7,354
Other current assets 7,826 5,255
------- -------
Total current assets 224,710 211,038
Property, plant and equipment, net 224,116 221,012
Deferred income taxes 12,458 13,174
Other assets 5,894 5,611
------- -------
$ 467,178 $ 450,835
======= =======
See accompanying notes to consolidated financial statements.
MUELLER INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share data)
March 30, 1996 December 30, 1995
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $ 16,837 $ 16,249
Accounts payable 23,159 16,931
Accrued wages and other employee costs 14,393 14,499
Other current liabilities 21,430 20,205
------- -------
Total current liabilities 75,819 67,884
Long-term debt 55,792 59,653
Pension and postretirement liabilities 14,822 15,976
Environmental reserves 9,087 9,585
Deferred income taxes 2,734 2,734
Other noncurrent liabilities 9,248 9,128
------- -------
Total liabilities 167,502 164,960
------- -------
Minority interest in subsidiaries 325 -
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 20,000,000; issued
20,000,000; outstanding 17,372,698
in 1996 and 17,349,498 in 1995 200 200
Additional paid-in capital, common 253,842 253,969
Retained earnings (Since
January 1, 1991) 80,102 66,810
Cumulative translation adjustment (2,514) (2,545)
Treasury common stock, at cost (32,279) (32,559)
------- -------
Total stockholders' equity 299,351 285,875
Commitments and contingencies (Note 2) - -
------- -------
$ 467,178 $ 450,835
======= =======
See accompanying notes to consolidated financial statements.
MUELLER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
For the Quarter Ended
March 30, 1996 April 1, 1995
Cash flows from operating activities
Net income $ 13,292 $ 10,050
Adjustments to reconcile net income
to net cash provided (used) by
operating activities:
Depreciation and amortization 4,450 3,646
Minority interest in subsidiaries 325 -
Deferred income taxes 716 375
Gain on disposal of properties (1,065) (310)
Changes in assets and liabilities:
Receivables (15,616) (21,463)
Inventories 1,629 (2,523)
Other assets (3,192) (1,846)
Current liabilities 7,347 11,481
Other liabilities (1,532) (626)
Other, net 43 26
------- -------
Net cash provided (used)
by operating activities 6,397 (1,190)
------- -------
Cash flows from investing activities
Capital expenditures (7,228) (8,707)
Proceeds from sales of properties 1,065 530
Escrowed IRB financing - 4,580
------- -------
Net cash used by investing activities (6,163) (3,597)
------- -------
Cash flows from financing activities
Repayments of long-term debt (3,273) (3,863)
Proceeds from sale of treasury stock 153 98
Acquisition of treasury stock - (2,055)
------- -------
Net cash used by
financing activities (3,120) (5,820)
------- -------
Decrease in cash
and cash equivalents (2,886) (10,607)
Cash and cash equivalents at the
beginning of the period 48,357 34,492
------- -------
Cash and cash equivalents at the
end of the period $ 45,471 $ 23,885
======= =======
See accompanying notes to consolidated financial statements.
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
Primary earnings per common share are based upon the weighted average
number of common and common equivalent shares outstanding during the period.
Fully diluted earnings per share are based upon the weighted average number of
common shares outstanding plus the dilutive effects of all outstanding stock
options.
In 1995, the Company declared and effected a two-for-one stock split
in the form of a 100 percent stock dividend. All presentations of share data
herein, including earnings per share, have been restated to reflect the split
for all periods presented.
Note 2 - Commitments and Contingencies
The Company is subject to normal environmental standards imposed by
federal, state and local 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.
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, fittings and other products made of copper, brass, bronze,
plastic and aluminum. These core manufacturing businesses have been in
operation for over 75 years. 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 units and commercial buildings.
Profitability of certain of the Company's product lines is dependent upon
the "spreads" between the cost of material 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.
The Company uses the LIFO method of accounting for the copper component
of certain of its copper tube and fittings inventories. Management believes
the LIFO method results in a better matching of current costs with current
revenues. The market price of copper does, however, indirectly effect the
carrying value (FIFO basis) of the Company's brass and other inventories. The
Company's copper and brass inventories customarily total between 30 to 40
million pounds. "Spreads" fluctuate based upon competitive market conditions.
The Company also owns various natural resource properties in the Western
United States and Canada. It operates a short line railroad in Utah and a
placer gold mining operation in Alaska. Additionally, certain other natural
resource properties produce rental or royalty income.
Results of Operations
Net income was $13.3 million, or 69 cents per common share, for the first
quarter of 1996, which compares with net income of $10.1 million, or 53 cents
per common share, for the same period of 1995.
During the first quarter of 1996 the Company's net sales were $180.5
million, which compares to net sales of $171.8 million, or a 5.1 percent
increase over the same period of 1995. The increase in net sales was primarily
attributable to the core manufacturing businesses, which shipped 5.6 percent
more pounds of product. These core manufacturing businesses shipped 109.3
million pounds of product in the first quarter of 1996 which compares to 103.4
million pounds in the same quarter of 1995. First quarter operating income
increased primarily due to: (i) productivity improvements at its manufacturing
plants; (ii) higher sales volumes; and (iii) selective price increases in the
tube, fittings and brass rod markets.
Interest expense for 1996 of approximately $1.2 million is net of
capitalized interest of $.3 million related to capital improvement programs at
the brass rod mill. The effective tax rate of 31 percent in the first quarter
of 1996 reflects the benefits 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 1996
totalled $6.4 million which is primarily attributable to net income and
depreciation and amortization, offset by increased accounts receivables.
During the first quarter of 1996, the Company's capital expenditures
totalled $7.2 million which was provided for primarily by cash from operations.
The Company has a $50 million unsecured line-of-credit agreement (the
Credit Facility) which expires on June 30, 1997, but may be extended for
successive one year periods by agreement of the parties. At the Company's
option, borrowings bear interest at prime less 1/2 of one percent. There are
no outstanding borrowings under the Credit Facility. At March 30, 1996, the
Company's total debt was $72.6 million or 19.5 percent of its 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.
Management believes that cash provided by operations and currently
available cash of $45.5 million will be adequate to meet the Company's normal
future capital expenditure and operational needs. The Company's current ratio
remains strong at 3.0 to 1.
The Company's modernization of its low-volume copper fittings plant in
Covington, Tennessee will require approximately $7.1 million. This commitment
will be funded with cash generated by operations.
Update on Major Capital Improvement Programs
Mueller has substantially completed the upgrade of its brass rod mill
manufacturing processes with an expansion that includes the installation of a
new, state-of-the-art indirect extrusion press, new billet heating furnaces,
and new material handling systems. Production on the new equipment commenced
during the first quarter of 1996, and production transition should be
completed by summer.
Mueller's capital improvement project at its Fulton copper tube mill to
upgrade technology and install state-of-the-art tube drawing and handling
equipment became operational in the fourth quarter of 1995. The Company
expects continued refinements which should further improve operational
performance in the mill during 1996.
The Company's new, high-volume copper fittings plant at Fulton,
Mississippi also became operational in the second and third quarters of 1995
and most production lines in this new plant are running today. Yield and
productivity continue to improve.
Another important ongoing program is the modernization of the Company's
low-volume 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 $7.1 million in capital improvements and
will be completed in 1997.
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 30, 1996.
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.
99.1 Press Release issued by Mueller Industries, Inc. on
April 18, 1996.
(b) During the quarter ended March 30, 1996, the Registrant
filed no Current Reports on Form 8-K.
Items 1, 2, 3, 4, and 5 are not applicable and have been omitted.
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 18, 1996.
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