<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 10-Q
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the quarterly period ended March 31,
1999, or
[ ] Transition report pursuant to Section 13 or 15(d) of the Secu-
rities Exchange Act of 1934. For the transition period from
_______________ to _______________.
Commission File Number: 0-4791
PAUL MUELLER COMPANY
- ---------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Missouri
- ---------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
44-0520907
- ---------------------------------------------------------------------
(I.R.S. Employer Identification No.)
1600 W. Phelps Street, P O Box 828, Springfield, Missouri 65801-0828
- ---------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (417) 831-3000
- ---------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all re-
ports 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 [ ]
Indicate the number of shares outstanding of the issuer's Common Stock
as of May 7, 1999: 1,168,021
1
<PAGE> 2
PART I - FINANCIAL INFORMATION
The condensed financial statements included herein have been prepared
by the Company without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in the financial statements,
prepared in accordance with generally accepted accounting principles,
have been condensed or omitted pursuant to such rules and regulations,
although the Company believes that the disclosures are adequate to
make the information presented not misleading. It is suggested that
these condensed financial statements be read in connection with the
financial statements and the notes thereto included in the Company's
latest annual report on Form 10-K. This report reflects all adjust-
ments of a normal recurring nature which are, in the opinion of
management, necessary for a fair statement of the results for the
interim period.
2
<PAGE> 3
PAUL MUELLER COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Mar. 31 Dec. 31
1999 1998
------- -------
<S> <C> <C>
ASSETS
- ------
Current Assets:
Cash............................................ $ 2,227 $ 1,358
Available-for-sale investments, at market....... 4,210 5,254
Accounts and notes receivable, less reserve
of $587 at March 31, 1999, and $642 at
December 31, 1998, for doubtful accounts...... 15,872 16,030
Inventories (Note 2) -
Raw materials and components.................. $ 5,464 $ 6,257
Work-in-process............................... 2,830 1,808
Finished goods................................ 3,908 2,248
-------- --------
$ 12,202 $ 10,313
Prepayments..................................... 391 437
-------- --------
Total Current Assets...................... $ 34,902 $ 33,392
Other Assets...................................... 2,948 2,956
Property, Plant & Equipment, at cost.............. $ 59,106 $ 58,787
Less - Accumulated depreciation................. 40,652 39,998
-------- --------
$ 18,454 $ 18,789
-------- --------
$ 56,304 $ 55,137
======== ========
LIABILITIES AND SHAREHOLDERS' INVESTMENT
- ----------------------------------------
Current Liabilities:
Accounts payable................................ $ 3,183 $ 3,077
Accrued expenses................................ 6,421 6,378
Advance billings................................ 5,739 4,514
-------- --------
Total Current Liabilities................. $ 15,343 $ 13,969
Other Long-Term Liabilities....................... 1,487 1,160
Contingencies (Note 4)............................
Shareholders' Investment:
Common stock, par value $1 per share - Autho-
rized 20,000,000 shares - Issued 1,342,325
shares........................................ $ 1,342 $ 1,342
Preferred stock, par value $1 per share - Autho-
rized 1,000,000 shares - No shares issued..... - -
Paid-in surplus................................. 4,307 4,307
Retained earnings............................... 36,379 36,913
-------- --------
$ 42,028 $ 42,562
Less - Treasury stock, 174,304 shares at
March 31, 1999, and December 31, 1998,
at cost.................................. 2,554 2,554
-------- --------
$ 39,474 $ 40,008
-------- --------
$ 56,304 $ 55,137
======== ========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
3
<PAGE> 4
PAUL MUELLER COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Dollars in Thousands Except Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
------------------
1999 1998
-------- --------
<S> <C> <C>
Net Sales........................................ $ 18,884 $ 17,424
Cost of Sales.................................... 14,486 12,631
-------- --------
Gross Profit............................. $ 4,398 $ 4,793
Selling, General & Administrative Expenses....... 4,254 4,015
-------- --------
Operating Income......................... $ 144 $ 778
Other Income (Expense):
Interest income.............................. $ 89 $ 107
Interest expense............................. (2) (2)
Other, net................................... 26 124
-------- --------
$ 113 $ 229
-------- --------
Income from Operations before Provision
for Income Taxes............................. $ 257 $ 1,007
Provision for Income Taxes....................... 90 306
-------- --------
Net Income............................... $ 167 $ 701
======== ========
Earnings per Common Share (Note 3)............... $ 0.14 $ 0.60
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
PAUL MUELLER COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
------------------
1999 1998
-------- --------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income..................................... $ 167 $ 701
Adjustments to reconcile net income to net
cash provided (required) by operating
activities:
Bad debt (recovery).......................... (4) (4)
Depreciation and amortization................ 687 606
Loss on sales of fixed assets................ 2 -
Changes in assets and liabilities -
Decrease (increase) in interest receivable. 32 (15)
Decrease in accounts and notes receivable.. 162 642
(Increase) in inventories.................. (1,889) (5,308)
Decrease in prepayments.................... 46 35
(Increase) decrease in other assets........ (6) 6
Increase (decrease) in accounts payable.... 106 (75)
Increase in accrued expenses............... 43 863
Increase in advance billings............... 1,225 1,073
Increase in long-term liabilities.......... 327 145
-------- --------
Net Cash Provided (Required)
by Operations........................ $ 898 $ (1,331)
Cash Flows Provided (Requirements) from
Investing Activities:
Proceeds from maturities of investments........ $ 3,578 $ 3,750
Purchases of investments....................... (2,566) (2,230)
Proceeds from sales of equipment............... - -
Additions to property, plant, and equipment.... (340) (1,645)
-------- --------
Net Cash Provided (Required) by
Investing Activities................. $ 672 $ (125)
Cash Flows (Requirements) from
Financing Activities:
Dividends paid................................. $ (701) $ (701)
-------- --------
Net Cash (Required) by
Financing Activities................. $ (701) $ (701)
-------- --------
Net Increase (Decrease) in Cash.................. $ 869 $ (2,157)
Cash at Beginning of Period...................... $ 1,358 $ 3,402
-------- --------
Cash at End of Period............................ $ 2,227 $ 1,245
======== ========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for -
Interest..................................... $ - $ -
Income taxes................................. 8 7
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
PAUL MUELLER COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 1999 AND 1998
(Unaudited)
1. The condensed financial statements include the accounts of Paul
Mueller Company (Company) and its wholly owned subsidiaries,
Mueller International Sales Corporation, Mueller Transportation,
Inc., and Mueller Field Operations, Inc. A summary of the signi-
ficant accounting policies is included in Note 1 to the consoli-
dated financial statements included in the Company's annual report
on Form 10-K for the year ended December 31, 1998.
2. Inventory is recorded at the lower of cost, last-in, first-out
(LIFO), or market.
Because the inventory determination under the LIFO method can only
be made at the end of each fiscal year based on the inventory
levels and costs at that time, interim LIFO determinations, in-
cluding those at March 31, 1999, must necessarily be based on
management's estimate of expected year-end inventory levels and
costs. Since estimates of future inventory levels and prices
are subject to many factors beyond the control of management,
interim financial results are subject to final year-end LIFO in-
ventory amounts. Accordingly, inventory components reported for
the period ending March 31, 1999, are estimates based on manage-
ment's knowledge of the Company's production cycle, the costs
associated with this cycle, and the sales and purchasing volume
of the Company.
3. The net income per share of common stock has been computed on the
basis of weighted average shares outstanding: 1,168,021 for
periods ended March 31, 1999, and March 31, 1998. There are no
dilutive securities.
4. The Company was the defendant in a breach-of-contract/breach-
of-warranty lawsuit concerning reactor vessels sold in 1992 in
Tarrant County, Texas (Alcon Laboratories, Inc. versus Paul
Mueller Company). As a result of a trial that ended September 19,
1997, the Company received an adverse decision, and the final
judgment awarded damages, interest, and attorney's fees totaling
$1,700,000 to the plaintiff. Management believes the decision
was incorrect and, based on the advice of legal counsel, has
appealed the decision. As a result of the decision, a provision
of $775,000 was made during the third quarter of 1997 for the
ultimate resolution of the matter; the related reserve is included
as accrued expenses on the Consolidated Condensed Balance Sheets.
If the decision is upheld on appeal, the Company's liability will
exceed the reserve.
The Company is a defendant in two lawsuits pending at March 31,
1999. In the opinion of management, after consultation with legal
counsel, the outcome of these lawsuits will not have a material
adverse effect on the Company's consolidated financial statements.
The Company currently employs approximately 860 people, of which
nearly 380 are represented by the Sheet Metal Workers Union. The
International Union called a strike beginning July 25, 1995, and
currently 20 employees are participating.
6
<PAGE> 7
5. The Company has two reportable segments: Industrial Equipment and
Dairy Farm Equipment. There are no intersegment sales.
Revenues and profitability for each segment for the first quarter
of 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
Three Months Ended March 31, 1999
------------------------------------------------------
Dairy Farm Industrial Other /
Equipment Equipment Corporate Consolidated
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues from
external
customers......... $ 5,153,000 $ 13,731,000 $ - $ 18,884,000
Income (expense)
before income
tax............... $ 739,000 $ (595,000) $ 113,000 $ 257,000
<CAPTION>
Three Months Ended March 31, 1998
------------------------------------------------------
Dairy Farm Industrial Other /
Equipment Equipment Corporate Consolidated
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues from
external
customers......... $ 3,744,000 $ 13,680,000 $ - $ 17,424,000
Income before
income tax........ $ 379,000 $ 402,000 $ 226,000 $ 1,007,000
</TABLE>
7
<PAGE> 8
PAUL MUELLER COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING RESULTS
AND FINANCIAL CONDITION
The following is Management's discussion and analysis of the signifi-
cant factors which have affected the Companies' earnings during the
periods included in the accompanying Consolidated Condensed State-
ments of Income.
The information discussed below in Management's Discussion and Analy-
sis of Operating Results and Financial Condition contains statements
regarding matters that are not historical facts, but rather are
forward-looking statements. These statements are based on current
financial and economic conditions and current expectations, and in-
volve risk and uncertainties. Actual future results may differ
materially depending on a variety of factors. These factors, some
of which are identified in the discussion accompanying such forward-
looking statements, include, but are not limited to, milk prices
paid to dairy farmers, feed prices, weather conditions, dairy farm
consolidation and other factors affecting the profitability of dairy
farmers, the price of stainless steel, actions of competitors, labor
strife, the Company's execution of internal performance plans,
economic conditions in key export markets, the level of capital
expenditures in the U.S. economy, and other changes to business
conditions.
OPERATING RESULTS
Net sales for the quarter ended March 31, 1999, were $18,884,000
versus $17,424,000 for the quarter ended March 31, 1998. The in-
crease is almost entirely due to higher shipments of Dairy Farm
Equipment, as shipments of Industrial Equipment showed only a slight
increase. The improvement in Dairy Farm Equipment shipments is the
result of a higher rate of order entry in the first quarter compared
to the same period of a year ago, as the sales backlog of Dairy
Farm Equipment at December 31, 1998, was lower than the backlog at
December 31, 1997. Dairy Farm Equipment shipments were higher domes-
tically as feed prices and milk pricing were favorable for dairy
farmers, and the higher shipments contributed to the increase in
profitability for the Dairy Farm Equipment segment in the first
quarter of 1999 compared to the first quarter of 1998. A slight
increase in shipments was recorded for the Industrial Equipment seg-
ment for the quarter ended March 31, 1999, over the same quarter of
1998. However, within the Industrial Equipment segment, shipments
of Processing Equipment for the first quarter of 1999 were lower
than the first quarter of 1998. This was the result of a signifi-
cantly lower backlog of Processing Equipment at December 31, 1998,
compared to December 31, 1997.
The gross profit rate for the three months ended March 31, 1999, was
23.3% compared to 27.5% for the same period of a year ago. The pri-
mary factor contributing to the lower gross profit rate was the
significantly lower burden absorption for the Processing Equipment
product line during the first quarter of 1999 compared to the first
quarter of 1998, and this resulted in the decline in profitability
for the Industrial Equipment segment in 1999 compared to 1998. The
lower burden absorption was the result of less Processing Equipment
work, as the backlog at the beginning of 1999 was 28% less than the
backlog at the beginning of 1998. As a result, manufacturing acti-
vity for Processing Equipment in the first quarter of 1999 was lower
than the first quarter of 1998, as 15% less productive labor was
incurred in 1999 compared to 1998. Burden incurred was comparable
for the first quarter of 1999 and the first quarter of 1998.
Selling, general and administrative expense increased $239,000 for
the quarter ended March 31, 1999, versus the quarter ended March 31,
1998. Expenditures were higher for personnel, warranty, literature
and catalogs, product development activities, and consulting fees.
8
<PAGE> 9
Other income (expense) for the first quarter of 1999 was lower than
the first quarter of 1998 due to lower interest income, decreased
trucking results due to fewer miles traveled, and lower microbrewery/
brewpub results on decreased revenue. The decline in interest income
was due to a lower level of investable funds available during the
first quarter of 1999 versus 1998.
The effective tax rate for the first quarter of 1998 varied from the
statutory tax rate (34%) primarily as a result of tax-exempt interest
and a tax credit.
As previously reported, the labor contract with the Sheet Metal
Workers Union (which covers a portion of the employees at the Spring-
field, Missouri, plant) expired on June 11, 1994. Extensive negoti-
ations were conducted with union representatives, but a new contract
was not achieved. The International Union called a strike which
began on July 25, 1995, and the largest number of employees partici-
pating was approximately 185 during the fourth quarter of 1995. A
substantial number of employees returned to work during 1996; and
currently, there are only 20 employees participating. No action has
been taken by the union to prevent nonstriking employees from work-
ing. The Company implemented the provisions of its revised and final
offer effective April 1, 1996, which remains open for the union's
acceptance; and no further negotiations are scheduled.
The union has filed unfair labor practice complaints against the
Company; and as a result, hearings were held in August of 1996 and
in November of 1997 before an administrative law judge of the
National Labor Relations Board (NLRB), and the decisions of both
hearings have been appealed to the NLRB. An additional hearing was
held before an administrative law judge of the NLRB in December of
1998; and the judge ruled against the Company on one minor issue,
which it will not appeal. The union has appealed the other deci-
sions to the NLRB. A hearing before an administrative law judge on
another unfair labor practice complaint against the Company is cur-
rently scheduled for November 1999. A final determination of all
charges pending may take up to two years. However, management be-
lieves that, based on an evaluation by counsel, there is no material
financial exposure to the Company.
The Company currently employs about 860 people, of which approxi-
mately 380 at the Springfield, Missouri, facility are represented by
the Sheet Metal Workers Union. The Company has facilities located
in Springfield, Missouri, and Osceola, Iowa. There are approxi-
mately 760 employees assigned to the Springfield facility; and at
the Osceola facility, there are an additional 100 employees, none
of which are represented by a labor union.
The Company was the defendant in a breach-of-contract/breach-of-
warranty lawsuit concerning reactor vessels sold in 1992 in Tarrant
County, Texas (Alcon Laboratories, Inc. versus Paul Mueller Company).
As a result of a trial that ended September 19, 1997, the Company
received an adverse decision; and the final judgment awarded damages,
interest, and attorney's fees totaling $1,700,000 to the plaintiff.
Management believes the decision was incorrect and, based on the ad-
vice of legal counsel, has appealed the decision. As a result of the
decision, a provision of $775,000 was made during the third quarter
of 1997 for the ultimate resolution of the matter; the related re-
serve is included as accrued expenses on the Consolidated Condensed
Balance Sheets. If the decision is upheld on appeal, the Company's
liability will exceed the reserve that has been established.
As is more fully described in the Company's annual report on Form
10-K for the year ended December 31, 1998, the Company has identified
approximately 330 files that will require remediation to make them
Year 2000 compliant. Ninety-five percent of the files identified
have been remediated, and testing has been performed to verify that
the files are Year 2000 compliant. Remediation and testing of the
balance of the files should be completed by June 30, 1999. Costs
estimated for the remediation and testing have not changed materially
from those indicated in Form 10-K for the year ended December 31,
1998.
9
<PAGE> 10
Management is in the process of surveying companies with which it has
important commercial relationship (major vendors and customers) to
insure that their systems are Year 2000 compliant and that there will
be no disruption in the supply of goods or services or disruption of
sales and payments. Management has completed the assessment of its
noninformation technology systems within its facilities, and substan-
tially all equipment has been determined to be compliant. Management
is also monitoring the progress of its outside suppliers of utilities
and phone service to insure that they will be Year 2000 compliant.
The Company's products are Year 2000 compliant, or Year 2000 com-
pliance is not an issue.
Management does not believe that there is a significant risk of non-
compliant internal systems. Management believes that the key risk
factors associated with the Year 2000 are those they cannot directly
control, primarily the readiness of key suppliers. The failure of
a critical third party vendor to be Year 2000 compliant could signi-
ficantly disrupt operations. Management intends to closely monitor
the progress of key vendors as to their Year 2000 compliance and to
assess the potential impact on the Company. Essential raw materials
used in production are normally stocked, and stocking levels could be
increased if there are indications of potential problems. Addition-
ally, management will identify alternate sources of supply to insure
that there is no disruption in the flow of materials used in produc-
tion.
The forecast of cost and the date on which management believes it
will complete its Year 2000 modifications are based on its best es-
timates which, in turn, were based on management's assumptions of
future events, including continued availability of resources and
other factors. Management cannot be sure that these estimates will
be achieved, and actual results could differ from those anticipated.
Market risks relating to the Company's operations result primarily
from changes in foreign-exchange rates and interest rates, as well
as stainless steel prices. The Company periodically enters into
foreign-exchange forward or spot contracts to hedge the exposure to
foreign-currency-denominated purchase transactions. Forward con-
tracts generally have maturities of less than three months. Foreign-
currency-denominated purchases were $790,000 and $620,000 for the
three months ended March 31, 1999 and 1998, respectively. There were
no foreign-exchange forward contracts outstanding at March 31, 1999
or 1998. However, there were foreign currencies held at March 31,
1999 and 1998, for payment of foreign denominated vendor invoices,
and they amounted to approximately $18,000 at March 31, 1999, and
$205,000 at March 31, 1998. The Company's financial instruments
that are exposed to interest rate risks consist of available-for-sale
investments that are recorded at market value. Available-for-sale
investments are maintained in high-quality securities that consist
of tax-exempt bonds, taxable bond funds, and taxable and tax-exempt
variable-rate preferred stock funds. Tax-exempt bonds generally have
maturities of from three to twelve months. Unrealized holding gains
and losses were not material as of March 31, 1999 or 1998, and there
were no significant realized gains or losses during the periods. The
Company does not use financial instruments for trading purposes. The
risk of significant changes in stainless steel pricing for Industrial
Equipment segment projects that extend over several months is managed
by contracting for the stainless steel at the time the project is
obtained.
Concentration of credit risk, with respect to receivables, is limited
due to the large number of customers and their dispersion across a
wide geographic area. The Company performs credit evaluations of all
new customers and periodically reviews the financial condition of
existing customers. For Industrial Equipment segment orders, down
payments and/or progress payments are generally required based on the
dollar value of the order and customer creditworthiness. Foreign
receivables are generally secured by irrevocable letters of credit
confirmed by a major U.S. bank.
Looking to the balance of 1999, there are factors that could affect
the results of operations. If there is expanded employee participa-
tion for an extended period of time in the strike mentioned above,
this could have an adverse effect on the level of production and
the ability to secure orders. Although the economic conditions in
Southeast Asia are showing signs of improvement, conditions in the
10
<PAGE> 11
region remain fragile; and this could have an adverse effect on
order entry for certain product lines in the Industrial Equipment
segment. Domestically, the average price paid to farmers for milk
has declined from high year-end levels. However, milk prices and
feed prices for the dairy farmer are currently at favorable levels
and are expected to remain so through mid-summer.
The backlog of sales at March 31, 1999, was $28,000,000 compared to
$29,600,000 at March 31, 1998. The March 31, 1999, backlog repre-
sents orders that will be completed and shipped over the next twelve
months.
FINANCIAL CONDITION
The consolidated financial condition and the liquidity of the Company
at March 31, 1999, have not changed significantly since December 31,
1998. There are no significant commitments for capital expenditures
at March 31, 1999.
11
<PAGE> 12
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a. Exhibits
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
------ ------------------------------------ --------
<S> <C> <C>
(27) Financial Data Schedule............. 13
</TABLE>
b. Reports on Form 8-K -- There were no reports on Form 8-K
filed for the three months ended March 31, 1999.
SIGNATURES
Pursuant to the requirements 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.
PAUL MUELLER COMPANY
DATE: May 7, 1999 /S/ DONALD E. GOLIK
----------- --------------------------------------
Donald E. Golik, Senior Vice President
and Chief Financial Officer
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 2,227
<SECURITIES> 4,210
<RECEIVABLES> 16,459
<ALLOWANCES> 587
<INVENTORY> 12,202
<CURRENT-ASSETS> 34,902
<PP&E> 59,106
<DEPRECIATION> 40,652
<TOTAL-ASSETS> 56,304
<CURRENT-LIABILITIES> 15,343
<BONDS> 161
0
0
<COMMON> 1,342
<OTHER-SE> 38,132
<TOTAL-LIABILITY-AND-EQUITY> 56,304
<SALES> 18,884
<TOTAL-REVENUES> 18,884
<CGS> 14,486
<TOTAL-COSTS> 14,486
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (4)
<INTEREST-EXPENSE> 2
<INCOME-PRETAX> 257
<INCOME-TAX> 90
<INCOME-CONTINUING> 167
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 167
<EPS-PRIMARY> 0.14
<EPS-DILUTED> 0.14
</TABLE>
