Acquisitions

3 Months Ended

Mar. 29, 2025

Elkhart Products Corporation

On August 2, 2024, the Company entered into an equity purchase agreement to acquire all of the outstanding shares of Elkhart Products Corporation (Elkhart) for approximately $38.2 million in cash at closing, net of cash acquired and working capital adjustments. Elkhart is a U.S. manufacturer of copper solder fittings with two manufacturing locations in Elkhart, Indiana and Fayetteville, Arkansas. The business complements the Company’s existing business within the Piping Systems segment where the operating results are included in the Domestic Piping Systems Group subsequent to the acquisition date.

The provisional fair value of the assets acquired totaled $35.8 million, consisting primarily of inventories of $18.7 million, accounts receivable of $10.8 million, property, plant, and equipment of $5.9 million, and other current assets of $0.4 million. The fair value of the liabilities assumed totaled $12.7 million, consisting primarily of other current liabilities of $6.8 million and accounts payable of $5.9 million. Of the remaining purchase price, $15.1 million was allocated to tax-deductible goodwill and intangible assets. The purchase price allocation is provisional as of March 29, 2025 and subject to change upon the completion of the final valuation of the long-lived assets during the measurement period.

The acquisition of Elkhart was not material to the Company's financial position or results of operations; therefore, pro forma operating results and other disclosures related to the acquisition are not presented as the results would not be significantly different than the reported results.

Nehring Electrical Works Company

On April 19, 2024, the Company entered into an equity purchase agreement to acquire Nehring Electrical Works Company and certain of its affiliated companies (collectively, “Nehring”). The transaction closed on May 28, 2024, whereby the Company purchased all of the outstanding equity of Nehring for approximately $569.2 million, net of working capital adjustments. The total purchase price consisted of $564.5 million in cash at closing and a contingent consideration arrangement which requires the Company to pay the sellers up to $19.0 million based on EBITDA growth of the acquired business. Nehring produces high-quality wire and cable solutions for the utility, telecommunication, electrical distribution, and OEM markets. Nehring provides the Company a substantial platform for expansion in the energy infrastructure space. The acquired business is reported in the Company’s Industrial Metals segment.

The fair value of the assets acquired totaled $180.3 million, consisting primarily of property, plant, and equipment of $98.8 million, accounts receivable of $41.7 million, inventories of $38.8 million, and other current assets of $1.0 million. The fair value of the liabilities assumed totaled $28.9 million, consisting primarily of accounts payable of $19.6 million and other current liabilities of $9.3 million. Of the remaining purchase price, $146.1 million was allocated to tax-deductible goodwill and $271.7 million was allocated to intangible assets, including customer relationships, trade names, certifications, and non-compete agreements. The valuation of the business has been finalized and there were no changes to the purchase price allocation from the amounts presented in the Company’s 2024 Annual Report on Form 10-K.

The following table presents condensed pro forma consolidated results of operations as if the Nehring acquisition had occurred at the beginning of 2024. The pro forma information does not purport to be indicative of the results that would have been obtained if the operations had actually been combined during the periods presented, and is not necessarily indicative of operating results to be expected in future periods. The most significant pro forma adjustments to the historical results of operations relate to the application of purchase accounting and the amortization for intangible assets acquired, the financing structure, and estimated income taxes.


	For the Quarter Ended
(In thousands, except per share data)		March 30, 2024

Net sales		$	933,509
Net income attributable to Mueller Industries, Inc.		139,635

Basic earnings per share		$	1.25
Diluted earnings per share		1.22