10-Q 1 atkr-20240329.htm 10-Q atkr-20240329
00016661382024falseQ2September 3027700016661382023-10-012024-03-2900016661382024-05-01xbrli:shares00016661382023-12-302024-03-29iso4217:USD00016661382022-12-312023-03-3100016661382022-10-012023-03-31iso4217:USDxbrli:shares00016661382024-03-2900016661382023-09-3000016661382022-09-3000016661382023-03-310001666138us-gaap:CommonStockMember2023-09-300001666138us-gaap:TreasuryStockCommonMember2023-09-300001666138us-gaap:AdditionalPaidInCapitalMember2023-09-300001666138us-gaap:RetainedEarningsMember2023-09-300001666138us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-09-300001666138us-gaap:RetainedEarningsMember2023-10-012023-12-2900016661382023-10-012023-12-290001666138us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-10-012023-12-290001666138us-gaap:AdditionalPaidInCapitalMember2023-10-012023-12-290001666138us-gaap:CommonStockMember2023-10-012023-12-290001666138us-gaap:CommonStockMember2023-12-290001666138us-gaap:TreasuryStockCommonMember2023-12-290001666138us-gaap:AdditionalPaidInCapitalMember2023-12-290001666138us-gaap:RetainedEarningsMember2023-12-290001666138us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-2900016661382023-12-290001666138us-gaap:RetainedEarningsMember2023-12-302024-03-290001666138us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-302024-03-290001666138us-gaap:AdditionalPaidInCapitalMember2023-12-302024-03-290001666138us-gaap:CommonStockMember2023-12-302024-03-290001666138us-gaap:CommonStockMember2024-03-290001666138us-gaap:TreasuryStockCommonMember2024-03-290001666138us-gaap:AdditionalPaidInCapitalMember2024-03-290001666138us-gaap:RetainedEarningsMember2024-03-290001666138us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-290001666138us-gaap:CommonStockMember2022-09-300001666138us-gaap:TreasuryStockCommonMember2022-09-300001666138us-gaap:AdditionalPaidInCapitalMember2022-09-300001666138us-gaap:RetainedEarningsMember2022-09-300001666138us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-09-300001666138us-gaap:RetainedEarningsMember2022-10-012022-12-3000016661382022-10-012022-12-300001666138us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-10-012022-12-300001666138us-gaap:AdditionalPaidInCapitalMember2022-10-012022-12-300001666138us-gaap:CommonStockMember2022-10-012022-12-300001666138us-gaap:CommonStockMember2022-12-300001666138us-gaap:TreasuryStockCommonMember2022-12-300001666138us-gaap:AdditionalPaidInCapitalMember2022-12-300001666138us-gaap:RetainedEarningsMember2022-12-300001666138us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-3000016661382022-12-300001666138us-gaap:RetainedEarningsMember2022-12-312023-03-310001666138us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-312023-03-310001666138us-gaap:AdditionalPaidInCapitalMember2022-12-312023-03-310001666138us-gaap:CommonStockMember2022-12-312023-03-310001666138us-gaap:CommonStockMember2023-03-310001666138us-gaap:TreasuryStockCommonMember2023-03-310001666138us-gaap:AdditionalPaidInCapitalMember2023-03-310001666138us-gaap:RetainedEarningsMember2023-03-310001666138us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-03-31atkr:performance_obligation00016661382024-03-302024-03-290001666138srt:MinimumMember2023-10-012024-03-290001666138srt:MaximumMember2023-10-012024-03-290001666138atkr:CascadeAndNorthwestPolymersMember2023-10-012024-03-290001666138atkr:ElitePolymerSolutionsMember2022-11-072022-11-070001666138atkr:ElitePolymerSolutionsMember2022-11-082023-09-300001666138atkr:ElitePolymerSolutionsMember2022-11-070001666138us-gaap:CustomerRelationshipsMemberatkr:ElitePolymerSolutionsMember2022-11-070001666138us-gaap:CustomerRelationshipsMemberatkr:ElitePolymerSolutionsMember2022-11-072022-11-070001666138us-gaap:SellingGeneralAndAdministrativeExpensesMemberatkr:ElitePolymerSolutionsMember2022-10-012023-09-300001666138us-gaap:PensionPlansDefinedBenefitMember2023-12-302024-03-290001666138us-gaap:PensionPlansDefinedBenefitMember2022-12-312023-03-310001666138us-gaap:PensionPlansDefinedBenefitMember2023-10-012024-03-290001666138us-gaap:PensionPlansDefinedBenefitMember2022-10-012023-03-31xbrli:pure0001666138us-gaap:EmployeeStockOptionMember2023-12-302024-03-290001666138us-gaap:EmployeeStockOptionMember2022-12-312023-03-310001666138us-gaap:EmployeeStockOptionMember2023-10-012024-03-290001666138us-gaap:EmployeeStockOptionMember2022-10-012023-03-310001666138us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-12-290001666138us-gaap:AccumulatedTranslationAdjustmentMember2023-12-290001666138us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-12-302024-03-290001666138us-gaap:AccumulatedTranslationAdjustmentMember2023-12-302024-03-290001666138us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-03-290001666138us-gaap:AccumulatedTranslationAdjustmentMember2024-03-290001666138us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-12-300001666138us-gaap:AccumulatedTranslationAdjustmentMember2022-12-300001666138us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-12-312023-03-310001666138us-gaap:AccumulatedTranslationAdjustmentMember2022-12-312023-03-310001666138us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-03-310001666138us-gaap:AccumulatedTranslationAdjustmentMember2023-03-310001666138us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-09-300001666138us-gaap:AccumulatedTranslationAdjustmentMember2023-09-300001666138us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-10-012024-03-290001666138us-gaap:AccumulatedTranslationAdjustmentMember2023-10-012024-03-290001666138us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-09-300001666138us-gaap:AccumulatedTranslationAdjustmentMember2022-09-300001666138us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-10-012023-03-310001666138us-gaap:AccumulatedTranslationAdjustmentMember2022-10-012023-03-310001666138us-gaap:LandMember2024-03-290001666138us-gaap:LandMember2023-09-300001666138us-gaap:BuildingAndBuildingImprovementsMember2024-03-290001666138us-gaap:BuildingAndBuildingImprovementsMember2023-09-300001666138us-gaap:MachineryAndEquipmentMember2024-03-290001666138us-gaap:MachineryAndEquipmentMember2023-09-300001666138us-gaap:LeaseholdImprovementsMember2024-03-290001666138us-gaap:LeaseholdImprovementsMember2023-09-300001666138us-gaap:SoftwareDevelopmentMember2024-03-290001666138us-gaap:SoftwareDevelopmentMember2023-09-300001666138us-gaap:ConstructionInProgressMember2024-03-290001666138us-gaap:ConstructionInProgressMember2023-09-300001666138atkr:ElectricalSegmentMember2023-09-300001666138atkr:SafetyInfrastructureSegmentMember2023-09-300001666138atkr:ElectricalSegmentMember2023-10-012024-03-290001666138atkr:SafetyInfrastructureSegmentMember2023-10-012024-03-290001666138atkr:ElectricalSegmentMember2024-03-290001666138atkr:SafetyInfrastructureSegmentMember2024-03-290001666138srt:WeightedAverageMemberus-gaap:CustomerRelationshipsMember2024-03-290001666138us-gaap:CustomerRelationshipsMember2024-03-290001666138us-gaap:CustomerRelationshipsMember2023-09-300001666138srt:WeightedAverageMemberus-gaap:OtherIntangibleAssetsMember2024-03-290001666138us-gaap:OtherIntangibleAssetsMember2024-03-290001666138us-gaap:OtherIntangibleAssetsMember2023-09-300001666138us-gaap:TradeNamesMember2024-03-290001666138us-gaap:TradeNamesMember2023-09-300001666138atkr:ABLCreditFacilityMemberus-gaap:SecuredDebtMember2024-03-290001666138atkr:ABLCreditFacilityMemberus-gaap:SecuredDebtMember2023-09-300001666138atkr:SeniorTermLoanFacilityDueMay262028Memberus-gaap:SecuredDebtMember2024-03-290001666138atkr:SeniorTermLoanFacilityDueMay262028Memberus-gaap:SecuredDebtMember2023-09-300001666138us-gaap:SecuredDebtMemberatkr:SeniorNotesDueJune2031Member2024-03-290001666138us-gaap:SecuredDebtMemberatkr:SeniorNotesDueJune2031Member2023-09-300001666138atkr:AtkoreInternationalInc.Memberus-gaap:LineOfCreditMemberatkr:ABLCreditFacilityMember2024-03-290001666138atkr:AtkoreInternationalInc.Memberus-gaap:LineOfCreditMemberatkr:ABLCreditFacilityMember2023-09-300001666138us-gaap:LineOfCreditMemberus-gaap:SecuredDebtMemberatkr:AmendedABLCreditFacilityMember2021-05-262021-05-260001666138us-gaap:LineOfCreditMemberus-gaap:SecuredDebtMemberatkr:AmendedABLCreditFacilityMember2021-05-260001666138srt:MinimumMemberus-gaap:LineOfCreditMemberatkr:SecuredOvernightFinancingRateSOFRMemberatkr:AmendedABLCreditFacilityMember2021-05-262021-05-260001666138us-gaap:LineOfCreditMemberatkr:SecuredOvernightFinancingRateSOFRMembersrt:MaximumMemberatkr:AmendedABLCreditFacilityMember2021-05-262021-05-260001666138us-gaap:LineOfCreditMemberatkr:SecuredOvernightFinancingRateSOFRMemberatkr:AmendedABLCreditFacilityMember2021-05-262021-05-260001666138atkr:SeniorTermLoanFacilityDueMay262028Memberatkr:SecuredOvernightFinancingRateSOFRMemberus-gaap:SecuredDebtMember2023-03-152023-03-150001666138atkr:DebtInstrumentInterestPeriodOneMemberatkr:SeniorTermLoanFacilityDueMay262028Memberatkr:SecuredOvernightFinancingRateSOFRMemberus-gaap:SecuredDebtMember2023-03-152023-03-150001666138atkr:DebtInstrumentInterestPeriodTwoMemberatkr:SeniorTermLoanFacilityDueMay262028Memberatkr:SecuredOvernightFinancingRateSOFRMemberus-gaap:SecuredDebtMember2023-03-152023-03-150001666138atkr:SeniorTermLoanFacilityDueMay262028Memberatkr:SecuredOvernightFinancingRateSOFRMemberus-gaap:SecuredDebtMemberatkr:DebtInstrumentInterestPeriodThreeMember2023-03-152023-03-150001666138us-gaap:SeniorNotesMemberatkr:SeniorNotesDueJune2031Member2021-05-260001666138us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-03-290001666138us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-03-290001666138us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2023-09-300001666138us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-09-300001666138us-gaap:SecuredDebtMember2024-03-290001666138us-gaap:SecuredDebtMember2023-09-300001666138atkr:PerformanceGuaranteeWorkersCompensationAndGeneralLiabilityPoliciesMember2024-03-290001666138us-gaap:SuretyBondMember2024-03-290001666138atkr:ElectricalSegmentMemberus-gaap:OperatingSegmentsMember2023-12-302024-03-290001666138atkr:ElectricalSegmentMemberus-gaap:IntersegmentEliminationMember2023-12-302024-03-290001666138atkr:ElectricalSegmentMemberus-gaap:OperatingSegmentsMember2022-12-312023-03-310001666138atkr:ElectricalSegmentMemberus-gaap:IntersegmentEliminationMember2022-12-312023-03-310001666138atkr:SafetyInfrastructureSegmentMemberus-gaap:OperatingSegmentsMember2023-12-302024-03-290001666138us-gaap:IntersegmentEliminationMemberatkr:SafetyInfrastructureSegmentMember2023-12-302024-03-290001666138atkr:SafetyInfrastructureSegmentMemberus-gaap:OperatingSegmentsMember2022-12-312023-03-310001666138us-gaap:IntersegmentEliminationMemberatkr:SafetyInfrastructureSegmentMember2022-12-312023-03-310001666138us-gaap:IntersegmentEliminationMember2023-12-302024-03-290001666138us-gaap:IntersegmentEliminationMember2022-12-312023-03-310001666138us-gaap:OperatingSegmentsMember2023-12-302024-03-290001666138us-gaap:OperatingSegmentsMember2022-12-312023-03-310001666138atkr:ElectricalSegmentMemberus-gaap:OperatingSegmentsMember2023-10-012024-03-290001666138atkr:ElectricalSegmentMemberus-gaap:IntersegmentEliminationMember2023-10-012024-03-290001666138atkr:ElectricalSegmentMemberus-gaap:OperatingSegmentsMember2022-10-012023-03-310001666138atkr:ElectricalSegmentMemberus-gaap:IntersegmentEliminationMember2022-10-012023-03-310001666138atkr:SafetyInfrastructureSegmentMemberus-gaap:OperatingSegmentsMember2023-10-012024-03-290001666138us-gaap:IntersegmentEliminationMemberatkr:SafetyInfrastructureSegmentMember2023-10-012024-03-290001666138atkr:SafetyInfrastructureSegmentMemberus-gaap:OperatingSegmentsMember2022-10-012023-03-310001666138us-gaap:IntersegmentEliminationMemberatkr:SafetyInfrastructureSegmentMember2022-10-012023-03-310001666138us-gaap:IntersegmentEliminationMember2023-10-012024-03-290001666138us-gaap:IntersegmentEliminationMember2022-10-012023-03-310001666138us-gaap:OperatingSegmentsMember2023-10-012024-03-290001666138us-gaap:OperatingSegmentsMember2022-10-012023-03-310001666138country:US2023-12-302024-03-290001666138country:US2022-12-312023-03-310001666138country:US2023-10-012024-03-290001666138country:US2022-10-012023-03-310001666138atkr:OtherAmericasExcludingUnitedStatesMember2023-12-302024-03-290001666138atkr:OtherAmericasExcludingUnitedStatesMember2022-12-312023-03-310001666138atkr:OtherAmericasExcludingUnitedStatesMember2023-10-012024-03-290001666138atkr:OtherAmericasExcludingUnitedStatesMember2022-10-012023-03-310001666138srt:EuropeMember2023-12-302024-03-290001666138srt:EuropeMember2022-12-312023-03-310001666138srt:EuropeMember2023-10-012024-03-290001666138srt:EuropeMember2022-10-012023-03-310001666138srt:AsiaPacificMember2023-12-302024-03-290001666138srt:AsiaPacificMember2022-12-312023-03-310001666138srt:AsiaPacificMember2023-10-012024-03-290001666138srt:AsiaPacificMember2022-10-012023-03-310001666138atkr:ElectricalSegmentMemberatkr:MetalElectricalConduitAndFittingsMember2023-12-302024-03-290001666138atkr:ElectricalSegmentMemberatkr:MetalElectricalConduitAndFittingsMember2022-12-312023-03-310001666138atkr:ElectricalSegmentMemberatkr:MetalElectricalConduitAndFittingsMember2023-10-012024-03-290001666138atkr:ElectricalSegmentMemberatkr:MetalElectricalConduitAndFittingsMember2022-10-012023-03-310001666138atkr:ElectricalSegmentMemberatkr:ElectricalCableAndFlexibleConduitMember2023-12-302024-03-290001666138atkr:ElectricalSegmentMemberatkr:ElectricalCableAndFlexibleConduitMember2022-12-312023-03-310001666138atkr:ElectricalSegmentMemberatkr:ElectricalCableAndFlexibleConduitMember2023-10-012024-03-290001666138atkr:ElectricalSegmentMemberatkr:ElectricalCableAndFlexibleConduitMember2022-10-012023-03-310001666138atkr:ElectricalSegmentMemberatkr:PlasticPipeAndConduitMember2023-12-302024-03-290001666138atkr:ElectricalSegmentMemberatkr:PlasticPipeAndConduitMember2022-12-312023-03-310001666138atkr:ElectricalSegmentMemberatkr:PlasticPipeAndConduitMember2023-10-012024-03-290001666138atkr:ElectricalSegmentMemberatkr:PlasticPipeAndConduitMember2022-10-012023-03-310001666138atkr:ElectricalSegmentMemberatkr:OtherElectricalProductsMember2023-12-302024-03-290001666138atkr:ElectricalSegmentMemberatkr:OtherElectricalProductsMember2022-12-312023-03-310001666138atkr:ElectricalSegmentMemberatkr:OtherElectricalProductsMember2023-10-012024-03-290001666138atkr:ElectricalSegmentMemberatkr:OtherElectricalProductsMember2022-10-012023-03-310001666138atkr:ElectricalSegmentMember2023-12-302024-03-290001666138atkr:ElectricalSegmentMember2022-12-312023-03-310001666138atkr:ElectricalSegmentMember2022-10-012023-03-310001666138atkr:SafetyInfrastructureSegmentMemberatkr:MechanicalPipeMember2023-12-302024-03-290001666138atkr:SafetyInfrastructureSegmentMemberatkr:MechanicalPipeMember2022-12-312023-03-310001666138atkr:SafetyInfrastructureSegmentMemberatkr:MechanicalPipeMember2023-10-012024-03-290001666138atkr:SafetyInfrastructureSegmentMemberatkr:MechanicalPipeMember2022-10-012023-03-310001666138atkr:OtherSafetyInfrastructureProductsMemberatkr:SafetyInfrastructureSegmentMember2023-12-302024-03-290001666138atkr:OtherSafetyInfrastructureProductsMemberatkr:SafetyInfrastructureSegmentMember2022-12-312023-03-310001666138atkr:OtherSafetyInfrastructureProductsMemberatkr:SafetyInfrastructureSegmentMember2023-10-012024-03-290001666138atkr:OtherSafetyInfrastructureProductsMemberatkr:SafetyInfrastructureSegmentMember2022-10-012023-03-310001666138atkr:SafetyInfrastructureSegmentMember2023-12-302024-03-290001666138atkr:SafetyInfrastructureSegmentMember2022-12-312023-03-310001666138atkr:SafetyInfrastructureSegmentMember2022-10-012023-03-310001666138us-gaap:SubsequentEventMember2024-03-302024-05-070001666138us-gaap:SubsequentEventMember2024-05-022024-05-020001666138atkr:MarkLampsMember2023-12-302024-03-290001666138atkr:MarkLampsMember2024-03-29

UNITED STATES
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 quarterly period ended March 29, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to
Commission file number 001-37793
 _________________________________________
atk24194brandlogohorizontalc.jpg
Atkore Inc.

(Exact name of registrant as specified in its charter)
 _________________________________________
Delaware90-0631463
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)
16100 South Lathrop Avenue, Harvey, Illinois 60426
(Address of principal executive offices) (Zip Code)
708-339-1610
(Registrant’s telephone number, including area code)
________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, $.01 par value per shareATKRNew York Stock Exchange
_____________________
Indicate by 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       No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes      No  
_____________________
As of May 1, 2024, there were 36,430,497 shares of the registrant’s common stock, $0.01 par value per share, outstanding.



TABLE OF CONTENTS
 
 Page No.
1


PART I. FINANCIAL INFORMATION
    Item 1. Financial Statements
ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
Three months endedSix months ended
(in thousands, except per share data)NoteMarch 29, 2024March 31, 2023March 29, 2024March 31, 2023
Net sales$792,911 $895,934 $1,591,392 $1,729,755 
Cost of sales501,336 543,052 1,009,277 1,042,520 
Gross profit291,575 352,882 582,115 687,235 
Selling, general and administrative98,544 98,201 199,160 188,178 
Intangible asset amortization1114,221 14,790 28,688 27,586 
Operating income178,810 239,891 354,267 471,471 
Interest expense, net8,321 8,475 16,114 17,963 
Other expense, net 5730 3,858 742 3,899 
Income before income taxes169,759 227,558 337,411 449,609 
Income tax expense631,804 53,364 61,076 101,923 
Net income$137,955 $174,194 $276,335 $347,686 
Net income per share
Basic7$3.71 $4.37 $7.37 $8.63 
Diluted7$3.67 $4.31 $7.28 $8.52 
 
See Notes to unaudited condensed consolidated financial statements.


2


ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

Three months endedSix months ended
(in thousands)NoteMarch 29, 2024March 31, 2023March 29, 2024March 31, 2023
Net income$137,955 $174,194 $276,335 $347,686 
Other comprehensive income, net of tax:
Change in foreign currency translation adjustment(4,925)2,462 4,802 13,724 
Change in unrecognized loss related to pension benefit plans453 201 106 263 
Total other comprehensive income8(4,872)2,663 4,908 13,987 
Comprehensive income $133,083 $176,857 $281,243 $361,673 
See Notes to unaudited condensed consolidated financial statements.


3


ATKORE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share data)NoteMarch 29, 2024September 30, 2023
Assets
Current Assets:
Cash and cash equivalents$368,050 $388,114 
Accounts receivable, less allowance for current and expected credit losses of $5,330 and $5,179, respectively
509,157 559,854 
Inventories, net9564,159 493,852 
Prepaid expenses and other current assets133,927 96,670 
Total current assets1,575,293 1,538,490 
Property, plant and equipment, net10598,952 559,041 
Intangible assets, net11366,359 394,372 
Goodwill11312,191 311,106 
Right-of-use assets, net150,737 120,747 
Deferred tax assets6546 546 
Other long-term assets10,650 10,707 
Total Assets$3,014,728 $2,935,009 
Liabilities and Equity
Current Liabilities:
Accounts payable265,489 292,734 
Income tax payable3,274 6,322 
Accrued compensation and employee benefits39,144 45,576 
Customer liabilities109,722 121,576 
Lease obligations20,781 16,230 
Other current liabilities71,993 82,166 
Total current liabilities510,403 564,604 
Long-term debt12763,762 762,687 
Long-term lease obligations133,892 105,517 
Deferred tax liabilities620,074 22,346 
Other long-term liabilities14,701 11,736 
Total Liabilities1,442,832 1,466,890 
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 36,634,390 and 37,317,893 shares issued and outstanding, respectively
367 374 
Additional paid-in capital497,651 506,783 
Retained earnings1,102,910 994,902 
Accumulated other comprehensive loss8(29,032)(33,940)
Total Equity1,571,896 1,468,119 
Total Liabilities and Equity$3,014,728 $2,935,009 
See Notes to unaudited condensed consolidated financial statements.
4


ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Six months ended
(in thousands)NoteMarch 29, 2024March 31, 2023
Operating activities:
Net income$276,335 $347,686 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization58,475 54,566 
Deferred income taxes6(2,613)6,910 
Stock-based compensation9,785 12,133 
Amortization of right-of-use assets13,442 8,234 
(Gain) Loss on disposal of property, plant and equipment(471)(1)
Other non-cash adjustments to net income5,743 (4,561)
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable51,536 (502)
Inventories(72,964)47,126 
Prepaid expenses and other current assets(9,080)(8,961)
Accounts payable(22,708)(2,279)
Accrued and other liabilities(34,170)(61,771)
Income taxes(29,945)5,860 
Other, net1,958 (1,044)
Net cash provided by operating activities245,323 403,396 
Investing activities:
Capital expenditures(73,546)(72,690)
Proceeds from sale of properties and equipment548 1 
Acquisition of businesses, net of cash acquired3(5,973)(83,385)
Net cash used in investing activities(78,971)(156,074)
Financing activities:
Issuance of common stock, net of shares withheld for tax(18,912)(14,434)
Repurchase of common stock(156,004)(269,168)
Finance lease payments(894)(660)
Dividends paid to shareholders(11,719) 
Net cash used for financing activities(187,529)(284,262)
Effects of foreign exchange rate changes on cash and cash equivalents1,113 2,531 
Decrease in cash and cash equivalents(20,064)(34,409)
Cash and cash equivalents at beginning of period388,114 388,751 
Cash and cash equivalents at end of period$368,050 $354,342 
Supplementary Cash Flow information
Capital expenditures, not yet paid$3,632 $8,129 
Operating lease right-of-use assets obtained in exchange for lease liabilities$37,039 $30,430 
Acquisitions of businesses, not yet paid$ $14,125 
See Notes to unaudited condensed consolidated financial statements.
5


ATKORE INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)

Common StockTreasury StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Equity
(in thousands)SharesAmountAmount
Balance as of September 30, 202337,317 $375 $ $506,783 $994,901 $(33,940)$1,468,119 
Net income— — — — 138,381 — 138,381 
Other comprehensive Income— — — — — 9,780 9,780 
Stock-based compensation— — — 4,757 — — 4,757 
Issuance of common stock, net of shares withheld for tax309 3 — (21,302)— — (21,299)
Repurchase of common stock(721)(7)— — (97,385)— (97,392)
Balance as of December 29, 202336,905 $370 $ $490,238 $1,035,897 $(24,160)$1,502,345 
Net income— — — — 137,955 — 137,955 
Other comprehensive loss— — — — — (4,872)(4,872)
Stock-based compensation— — — 5,028 — — 5,028 
Issuance of common stock, net of shares withheld for tax118 1 — 2,385 — — 2,386 
Repurchase of common stock(389)(4)— — (59,223)— (59,227)
Dividends declared— — — — (11,719)— (11,719)
Balance as of March 29, 202436,634 $367 $ $497,651 $1,102,910 $(29,032)$1,571,896 
6


Common StockTreasury StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Equity
(in thousands)SharesAmountAmount
Balance as of September 30, 202241,351 $415 $(2,580)$500,117 $801,981 $(50,146)$1,249,787 
Net income— — — — 173,492 — 173,492 
Other comprehensive income— — — — — 11,324 11,324 
Stock-based compensation— — — 5,270 — — 5,270 
Issuance of common stock, net of shares withheld for tax200 1 — (14,776)— — (14,775)
Repurchase of common stock(1,683)(16)— — (150,040)— (150,056)
Balance as of December 30, 202239,868 $400 $(2,580)$490,611 $825,433 $(38,822)$1,275,042 
Net income— — — — 174,194 — 174,194 
Other comprehensive (loss)— — — — — 2,663 2,663 
Stock-based compensation— — — 6,863 — — 6,863 
Issuance of common stock, net of shares withheld for tax44 — — 336 — — 336 
Repurchase of common stock(974)(10)— — (120,293)— (120,303)
Balance as of March 31, 202338,938 $390 $(2,580)$497,810 $879,334 $(36,159)$1,338,795 



See Notes to unaudited condensed consolidated financial statements.
7


ATKORE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(dollars and shares in thousands, except per share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    
Basis of Presentation

Organization and Ownership Structure — Atkore Inc. (the Company, Atkore or AI) is a leading manufacturer of Electrical products primarily for the non-residential construction and renovation markets and Safety & Infrastructure solutions for the construction and industrial markets. Atkore was incorporated in the State of Delaware on November 4, 2010 under the name Atkore International Group, Inc. As of December 20, 2022, Atkore was the sole stockholder of Atkore International Holdings Inc. (AIH), which in turn was the sole stockholder of Atkore International Inc. ("AII"). On December 28, 2022, AIH merged into AII, with AII being the surviving entity. Accordingly, Atkore is now the sole stockholder of AII.

The Electrical segment manufactures high quality products used in the construction of electrical power systems including conduit, cable, and installation accessories. This segment serves contractors, in partnership with the electrical wholesale channel.

The Safety & Infrastructure segment designs and manufactures solutions including metal framing, mechanical pipe, perimeter security, and cable management for the protection and reliability of critical infrastructure. These solutions are marketed to contractors, original equipment manufacturers and end users.

Basis of Presentation — The accompanying unaudited condensed consolidated financial statements of the Company included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). These unaudited condensed consolidated financial statements have been prepared in accordance with the Companys accounting policies and on the same basis as those financial statements included in the Companys latest Annual Report on Form 10-K for the year ended September 30, 2023, filed with the U.S. Securities and Exchange Commission (the SEC) on November 17, 2023, and should be read in conjunction with those consolidated financial statements and the notes thereto. Certain information and disclosures normally included in the Companys annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC.
    
The unaudited condensed consolidated financial statements include the assets and liabilities used in operating the Companys business. All intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired or disposed of are included in the unaudited condensed consolidated financial statements from the effective date of acquisition or up to the date of disposal.
    
These statements include all adjustments (consisting of normal recurring adjustments) that the Company considered necessary to present a fair statement of its results of operations, financial position and cash flows. The results reported in these unaudited condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year.

Fiscal Periods — The Company has a fiscal year that ends on September 30. The Companys fiscal quarters typically end on the last Friday in December, March and June as it follows a 4-5-4 calendar.
    
Use of Estimates — The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclose contingent assets and liabilities at the date of the condensed consolidated financial statements and report the associated amounts of revenues and expenses. Actual results could differ materially from these estimates.



8


Recent Accounting Pronouncements

A summary of recently adopted accounting guidance is as follows. Adoption dates are on the first day of the fiscal year indicated below, unless otherwise specified.
ASUDescription of ASUImpact to AtkoreAdoption Date
2023-07 Segment Reporting (Topic 280); Improvements to Reportable Segment DisclosuresThe ASU requires companies to provide additional segment disclosures including disclosing title and position of the chief operating decision maker (“CODM”), disclosure of significant segment expenses provided to and reviewed by the CODM, and that public entities provide all annual disclosures about a reportable segment’s profit or loss and assets required by Topic 280 in interim periods.The Company will adopt the standard in fiscal 2025 and include the disclosures required by the ASU within the Segment Footnote of the annual report.2025
2023-09 Income Taxes (Topic 740); Improvements to Income Tax DisclosuresThe ASU requires companies to provide additional tax disclosures including specific categories in the rate reconciliations and reconciling items that meet a quantitative threshold. Additional disclosures are also required for income tax paid and the disaggregation of domestic and foreign income tax expense.The Company will adopt the standard in fiscal 2026 and include the disclosures required by the ASU within the Income Tax Footnote of the annual report.2026


2. REVENUE FROM CONTRACTS WITH CUSTOMERS

The Company’s revenue arrangements primarily consist of a single performance obligation to transfer promised goods which is satisfied at a point in time when title, risks and rewards of ownership, and subsequently control have transferred to the customer. This generally occurs when the product is shipped to the customer, with an immaterial amount of transactions in which control transfers upon delivery. The Company primarily offers assurance-type standard warranties that do not represent separate performance obligations.

Under the Inflation Reduction Act of 2022 (“IRA”), the Company is eligible for tax credits related to the manufacturing and selling of components used in the solar energy industry. These tax credits are transferable under the IRA when they meet certain criteria. When credits do not meet the transferability criteria, the benefit is recognized within income tax expense in accordance with ASC 740, “Income Taxes.” Beginning in fiscal 2024, the Company has concluded that the credits generated are transferable. As such, the benefit of the solar energy tax credits is recognized as a reduction of cost of sales.

The Company has contractual arrangements with certain customers to transfer a portion of the tax credits or to otherwise provide a rebate based on an agreed-upon value of the tax credits generated. Pursuant to such contractual arrangements, if the tax credits will be transferred to the customer, the Company identifies two separate performance obligations: (1) transfer the promised goods; and (2) transfer of the defined portion of the tax credits earned. The Company allocates the total value of these transactions between the two performance obligations. As a result of this allocation, the Company recognizes a reduction to revenue, similar to a rebate. For arrangements with no transfer of tax credits there is only a single performance obligation to transfer the promised goods and a rebate, which is recognized as a reduction of revenue, is granted based on the agreed-upon value of the tax credits generated.

The solar energy tax credit receivable is recorded in Prepaid Expenses and Other Current Assets and the liability to transfer the defined portion of the tax credits or the economic value is recorded in Customer Liabilities.

9


For the six months ended March 29, 2024, the Company has recognized a reduction of revenue of $30,011 for the economic value of tax credits to be transferred and a benefit to cost of sales of $37,934. As of March 29, 2024, the Company has a liability of $32,687 for credits to be transferred or the value thereof. As of March 29, 2024, all activity related to the solar energy tax credits is within the Safety & Infrastructure segment.

The Company has certain arrangements that require it to estimate at the time of sale the amounts of variable consideration that should not be recorded as revenue as certain amounts are not expected to be collected from customers, as well as an estimate of the value of products to be returned. The Company principally relies on historical experience, specific customer agreements, and anticipated future trends to estimate these amounts at the time of sale and to reduce the transaction price. These arrangements include sales discounts and allowances, volume rebates, and returned goods. The Company records its obligations related to these items within the Customer Liabilities line on the balance sheet.
    
The Company records amounts billed to customers for reimbursement of shipping and handling costs within revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of goods sold. Sales taxes and other usage-based taxes are excluded from revenue. The Company does not evaluate whether the selling price includes a financing interest component for contracts that are less than a year. The Company also expenses costs incurred to obtain a contract, primarily sales commissions, as all obligations will be settled in less than one year.

The Company typically receives payment 30 to 60 days from the point it has satisfied the related performance obligation. See Note 16, “Segment Information” for revenue disaggregated by geography and product categories.


3. ACQUISITIONS

From time to time, the Company enters into strategic acquisitions in an effort to better service existing customers and to obtain new customers. During the six months ended March 29, 2024, the Company paid out $5,973 of accrued purchase price related to the fiscal 2022 acquisition of Cascade Poly Pipe & Conduit and Northwest Polymers. No other acquisition activity occurred during the six months ended March 29, 2024.

Fiscal 2023

On November 7, 2022, Atkore HDPE, LLC, a wholly-owned subsidiary of the Company, acquired the assets of Elite Polymer Solutions (“Elite”), for a purchase price of $90,230, of which $75,981 was paid at closing and an additional purchase price payable of $14,000 was accrued, of which $500 was paid in fiscal 2023 subsequent to the acquisition date. Elite is a manufacturer of high density polyethylene (HDPE) conduit, primarily serving the telecommunications, utility, and transportation markets. As a result of the acquisition, the Company preliminarily recognized $18,669 of tax deductible goodwill, $68,480 of identifiable intangible assets, of which $68,200 relates to customer relationships with an estimated useful life of 8 years, and $3,082 of working capital and other net tangible assets. The Company finalized the purchase price allocation of Elite in the fourth quarter of fiscal 2023.

The Elite acquisition in fiscal 2023 was funded using cash-on-hand. The Company incurred approximately $968 in acquisition-related expenses for fiscal 2023, which was recorded as a component of selling, general and administrative expenses.

Net sales and net income of the above acquisition are included in the condensed consolidated financial statement of operations for the post-acquisition period. Due to the immaterial nature of this acquisition, the Company did not include the pro forma results of operations for this acquisition or the previous interim period.



10


4. POSTRETIREMENT BENEFITS

The Company provides pension benefits through a number of noncontributory and contributory defined benefit retirement plans covering eligible U.S. employees. As of September 30, 2017, all defined pension benefit plans were frozen, whereby participants no longer accrue credited service. The net periodic benefit credit was as follows: 
Three months endedSix months ended
(in thousands)NoteMarch 29, 2024March 31, 2023March 29, 2024March 31, 2023
Interest cost$1,316 $1,294 $2,632 $2,588 
Expected return on plan assets(841)(1,257)(1,682)(2,514)
Amortization of actuarial loss67 167 133 333 
Net periodic benefit cost5$542 $204 $1,083 $407 


5. OTHER EXPENSE, NET

Other expense, net consisted of the following:
Three months endedSix months ended
(in thousands)March 29, 2024March 31, 2023March 29, 2024March 31, 2023
Loss on assets held for sale$85 $3,658 $21 $3,658 
Foreign exchange loss on intercompany loans370 (4)172 (166)
Pension-related benefits275 204 549 407 
Other expense, net $730 $3,858 $742 $3,899 

In fiscal 2023, the Company initiated plans to exit operations in Russia and expects to sell the related business at a loss. Accordingly, the Company recognized an impairment of the related assets in fiscal 2023 and continues to recognize any incremental losses on those assets.


6. INCOME TAXES    

For the three months ended March 29, 2024 and March 31, 2023, the Company’s effective tax rate attributable to income before income taxes was 18.7% and 23.5%, respectively. For the three months ended March 29, 2024 and March 31, 2023, the Company’s income tax expense was $31,804 and $53,364 respectively. The decrease in the current period effective tax rate was driven by an increase in the excess tax benefit associated with stock compensation and the benefit related to solar energy tax credits enacted as part of the IRA.

For the six months ended March 29, 2024 and March 31, 2023, the Company’s effective tax rate attributable to income before income taxes was 18.1% and 22.7%, respectively. For the six months ended March 29, 2024 and March 31, 2023, the Company’s income tax expense was $61,076 and $101,923 respectively. The decrease in the current period effective tax rate was driven by an increase in the excess tax benefit associated with stock compensation and the benefit related to solar energy tax credits enacted as part of the IRA.

A valuation allowance has been recorded against certain net operating losses in certain foreign jurisdictions. A valuation allowance is recorded when it is determined to be more likely than not that
11


these assets will not be fully realized in the foreseeable future. The realization of deferred tax assets is dependent upon whether the Company can generate future taxable income in the appropriate character and jurisdiction to utilize the assets. The amount of the deferred tax assets considered realizable is subject to adjustment in future periods.


7. EARNINGS PER SHARE

The Company calculates basic and diluted earnings per common share using the two-class method. Under the two-class method, net earnings are allocated to each class of common stock and participating securities as if all of the net earnings for the period had been distributed. The Companys participating securities consist of share-based payment awards that contain a non-forfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common stockholders.

 
Basic earnings per common share excludes dilution and is calculated by dividing the net earnings allocated to common stock by the weighted-average number of common stock outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocated to common stock by the weighted-average number of shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating share-based awards.


The following table sets forth the computation of basic and diluted earnings per share:
Three months endedSix months ended
(in thousands, except per share data)March 29, 2024March 31, 2023March 29, 2024March 31, 2023
Numerator:
Net income$137,955 $174,194 $276,335 $347,686 
Less: Undistributed earnings allocated to participating securities1,721 2,819 3,783 5,377 
Net income available to common shareholders$136,234 $171,375 $272,552 $342,309 
Denominator:
Basic weighted average common shares outstanding36,730 39,212 36,984 39,648 
Effect of dilutive securities: Non-participating employee stock options (1)
436 537 471 534 
Diluted weighted average common shares outstanding37,166 39,749 37,455 40,182 
Basic earnings per share$3.71 $4.37 $7.37 $8.63 
Diluted earnings per share$3.67 $4.31 $7.28 $8.52 
(1) Stock options to purchase shares of common stock that would have been anti-dilutive are not included in the calculation. There were no anti-dilutive options outstanding during the three months ended March 29, 2024 and March 31, 2023. Additionally, there were no anti-dilutive options outstanding during the six months ended March 29, 2024 and March 31, 2023.


12


8. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables present the changes in accumulated other comprehensive loss by component for the three months ended March 29, 2024 and March 31, 2023.

(in thousands)Defined Benefit
Pension Items
Currency
Translation
Adjustments
Total
Balance as of December 29, 2023$(10,748)$(13,412)$(24,160)
Other comprehensive loss before reclassifications (4,925)(4,925)
Amounts reclassified from accumulated other
comprehensive income, net of tax
53  53 
Net current period other comprehensive income (loss)53 (4,925)(4,872)
Balance as of March 29, 2024$(10,695)$(18,337)$(29,032)

(in thousands)Defined Benefit
Pension Items
Currency
Translation
Adjustments
Total
Balance as of December 30, 2022$(16,733)$(22,089)$(38,822)
Other comprehensive income before reclassifications 2,462 2,462 
Amounts reclassified from accumulated other
comprehensive income, net of tax
201  201 
Net current period other comprehensive income201 2,462 2,663 
Balance as of March 31, 2023$(16,532)$(19,627)$(36,159)

The following tables present the changes in accumulated other comprehensive loss by component for the six months ended March 29, 2024 and March 31, 2023.


(in thousands)Defined Benefit
Pension Items
Currency
Translation
Adjustments
Total
Balance as of September 30, 2023$(10,801)$(23,139)$(33,940)
Other comprehensive loss before reclassifications 4,802 4,802 
Amounts reclassified from accumulated other
comprehensive income, net of tax
106  106 
Net current period other comprehensive income (loss)106 4,802 4,908 
Balance as of March 29, 2024$(10,695)$(18,337)$(29,032)

13


(in thousands)Defined Benefit
Pension Items
Currency
Translation
Adjustments
Total
Balance as of September 30, 2022$(16,795)$(33,351)$(50,146)
Other comprehensive income before reclassifications 13,724 13,724 
Amounts reclassified from accumulated other
comprehensive income, net of tax
263  263 
Net current period other comprehensive income263 13,724 13,987 
Balance as of March 31, 2023$(16,532)$(19,627)$(36,159)


9. INVENTORIES, NET

A majority of the Companys inventories are recorded at the lower of cost (primarily last in, first out, or LIFO) or market or net realizable value, as applicable. Approximately 88% and 82% of the Companys inventories were valued at the lower of LIFO cost or market at March 29, 2024 and September 30, 2023, respectively. Interim LIFO determinations, including those at March 29, 2024, are based on managements estimates of future inventory levels and costs for the remainder of the current fiscal year.

(in thousands)March 29, 2024September 30, 2023
Purchased materials and manufactured parts, net$222,098 $231,518 
Work in process, net52,476 60,524 
Finished goods, net289,585 201,810 
Inventories, net$564,159 $493,852 

Total inventories would be $26,849 higher and $29,826 higher than reported as of March 29, 2024 and September 30, 2023, respectively, if the first-in, first-out method was used for all inventories. As of March 29, 2024, and September 30, 2023, the excess and obsolete inventory reserve was $29,269 and $25,585, respectively.























14


10. PROPERTY, PLANT AND EQUIPMENT

As of March 29, 2024, and September 30, 2023, property, plant and equipment and accumulated depreciation were as follows:

(in thousands)March 29, 2024September 30, 2023
Land$29,200 $29,082 
Buildings and related improvements188,182 182,760 
Machinery and equipment542,764 513,563 
Leasehold improvements17,444 15,910 
Software51,542 47,072 
Construction in progress232,824 206,311 
Property, plant and equipment, at cost1,061,956 994,698 
Accumulated depreciation(463,004)(435,657)
Property, plant and equipment, net$598,952 $559,041 

Depreciation expense for the three months ended March 29, 2024 and March 31, 2023 totaled $15,234 and $13,808, respectively. Depreciation expense for the six months ended March 29, 2024 and March 31, 2023 totaled $29,787 and $26,980, respectively.


11. GOODWILL AND INTANGIBLE ASSETS

Changes in the carrying amount of goodwill are as follows:    
(in thousands)ElectricalSafety & InfrastructureTotal
Balance as of September 30, 2023$258,427 $52,679 $311,106 
Exchange rate effects1,063 22 1,085 
Balance as of March 29, 2024$259,490 $52,701 $312,191 
    
Goodwill balances as of March 29, 2024 included $5,645 and $43,000 of accumulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively.

The Company assesses the recoverability of goodwill and indefinite-lived trade names on an annual basis in accordance with ASC 350, Intangibles - Goodwill and Other. The measurement date is the first day of the fourth fiscal quarter, or more frequently, if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit or the respective indefinite-lived trade name is less than the carrying value.
15


The following table provides the gross carrying value, accumulated amortization and net carrying value for each major class of intangible asset:

  March 29, 2024September 30, 2023
(in thousands)Weighted Average Useful Life (Years)Gross Carrying ValueAccumulated AmortizationNet Carrying ValueGross Carrying ValueAccumulated AmortizationNet Carrying Value
Amortizable intangible assets:
Customer relationships11$597,897 $(344,027)$253,870 $596,396 $(318,058)$278,338 
Other843,768 (24,089)19,679 43,633 (20,406)23,227 
Total641,665 (368,116)273,549 640,029 (338,464)301,565 
Indefinite-lived intangible assets:
Trade names92,810 — 92,810 92,806 — 92,806 
Total$734,475 $(368,116)$366,359 $732,835 $(338,464)$394,372 

Other intangible assets consist of definite-lived trade names, technology, non-compete agreements and backlogs. Included in the table above are the effects of changes in exchange rates which were not material for the six months ended March 29, 2024. Amortization expense for the three months ended March 29, 2024 and March 31, 2023 was $14,221 and $14,790, respectively. Amortization expense for the six months ended March 29, 2024 and March 31, 2023 was $28,688 and $27,586, respectively. Expected amortization expense for intangible assets for the remainder of fiscal 2024 and over the next five years and thereafter is as follows:

(in thousands)
Remaining 2024$25,904 
202543,494 
202640,893 
202739,752 
202829,451 
202928,298 
Thereafter65,756 
Actual amounts of amortization may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets and other events.
   

12. DEBT

Debt as of March 29, 2024 and September 30, 2023 was as follows:

(in thousands)March 29, 2024September 30, 2023
ABL Credit Facility  
Senior Secured Term Loan Facility due May 26, 2028$371,809 $371,667 
Senior Notes due June 2031400,000 400,000 
Deferred financing costs(8,047)(8,980)
Long-term debt$763,762 $762,687 

16


The asset-based credit facility (the ABL Credit Facility) has aggregate commitments of $325,000. AII is the borrower under the ABL Credit Facility which is guaranteed by the Company and all other subsidiaries of the Company (other than AII) that are guarantors of the Senior Notes (as defined below). AIIs availability under the ABL Credit Facility was $322,406 as of March 29, 2024 and $322,406 as of September 30, 2023.

The ABL Credit Facility will mature on the earlier of five years from May 26, 2021 or 91 days prior to the maturity date of the New Senior Secured Term Loan Facility if at least $100 million of obligations remain outstanding under the New Senior Secured Term Loan Facility on such date. The ABL Credit Facility uses a forward-looking interest rate based on the Secured Overnight Financing Rate (“SOFR”) consisting of an applicable margin ranging from 1.25% to 1.75% and a credit spread adjustment of 0.10%.

The New Senior Secured Term Loan Facility will mature on May 26, 2028 and borrowings thereunder bearing interest at the rate of forward-looking interest rate based on the “SOFR”, consisting of an applicable margin of 2.00% and a credit spread adjustment of (i) 0.11448% for a one-month interest period, (ii) 0.26161% for a three-month interest period and (iii) 0.42826% for a six-month interest period.

Senior Notes - On May 26, 2021, the Company completed the issuance and sale of the $400.0 million aggregate principal amount of 4.25% Senior Notes due 2031 (the “Senior Notes”) in a private offering. The Senior Notes were sold only to qualified institutional buyers in compliance with Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside of the United States in compliance with Regulation S of the Securities Act.


13. FAIR VALUE MEASUREMENTS

Certain assets and liabilities are required to be recorded at fair value on a recurring basis.

The Company periodically uses forward currency contracts to hedge the effects of foreign exchange relating to intercompany balances denominated in a foreign currency. These derivative instruments are not formally designated as a hedge by the Company. Short-term forward currency contracts are recorded in either other current assets or other current liabilities and long-term forward currency contracts are recorded in either other long-term assets or other long-term liabilities in the condensed consolidated balance sheet. The fair value gains and losses are included in other expense, net within the condensed consolidated statements of operations. See Note 5, “Other Expense, net” for further detail.

Cash flows associated with derivative financial instruments are recognized in the operating section of the condensed consolidated statements of cash flows. The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles.

The Company had no active forward currency contracts or other derivative instruments as of March 29, 2024 or September 30, 2023.

The following table presents the Companys assets and liabilities measured at fair value:

March 29, 2024September 30, 2023
(in thousands)Level 1Level 2Level 1Level 2
Assets
Cash equivalents$250,866 $ $321,282 $ 

The Companys remaining financial instruments consist primarily of cash, accounts receivable and accounts payable whose carrying value approximate their fair value due to their short-term nature.





17


The estimated fair value of financial instruments not carried at fair value in the condensed consolidated balance sheets were as follows:

March 29, 2024September 30, 2023
(in thousands)Carrying ValueFair ValueCarrying ValueFair Value
Senior Secured Term Loan Facility due May 26, 2028$373,000 $373,351 $373,000 $372,068 
Senior Notes due June 2031400,000 352,712 400,000 334,368 
Total Debt$773,000 $726,063 $773,000 $706,436 

In determining the approximate fair value of its long-term debt, the Company used the trading values among financial institutions, and these values fall within Level 2 of the fair value hierarchy. The carrying value of the ABL Credit Facility approximates fair value due to it being a market-linked variable rate debt.


14. COMMITMENTS AND CONTINGENCIES

The Company has obligations related to commitments to purchase certain goods. As of March 29, 2024, such obligations were $188,636 for the rest of fiscal year 2024 and $11,062 for fiscal year 2025 and beyond. These amounts represent open purchase orders for materials used in production.

Insurable Liabilities — The Company maintains policies with various insurance companies for its workers’ compensation, product, property, general, auto, and executive liability risks. The insurance policies that the Company maintains have various retention levels and excess coverage limits. The establishment and update of liabilities for unpaid claims, including claims incurred but not reported, is based on management's estimate as a result of the assessment by the Company's claim administrator of each claim and an independent actuarial valuation of the nature and severity of total claims. The Company utilizes a third-party claims administrator to pay claims, track and evaluate actual claims experience, and ensure consistency in the data used in the actuarial valuation.

Legal Contingencies — Historically, a number of lawsuits have been filed against the Company and the Company has also received other claim demand letters alleging that the Company's anti-microbial coated steel sprinkler pipe, which the Company has not manufactured or sold for several years, is incompatible with chlorinated polyvinyl chloride and caused stress cracking in such pipe manufactured by third parties when installed together in the same sprinkler system, which the Company refers to collectively as the “Special Products Claims.” Tyco International Ltd. (“Tyco”), now Johnson Controls, Inc. (“JCI”), has a contractual obligation to indemnify the Company in respect of all remaining and future claims of incompatibility between the Company's antimicrobial coated steel sprinkler pipe and CPVC pipe used in the same sprinkler system. When Special Products Claims arise, JCI has defended and indemnified the Company as required.

As of the date of this filing, no Special Product Claims are currently pending against the Company as JCI has resolved all claims at their sole cost and expense. Accordingly, at this time, the Company does not expect the outcome of the Special Products Claims proceedings, either individually or in the aggregate, to have a material adverse effect on its business, financial condition, results of operations or cash flows, and the Company believes that its reserves are adequate for all remaining contingencies for Special Products Claims and other product liabilities.

18


In addition to the matters discussed above, from time to time, the Company is subject to a number of disputes, administrative proceedings and other claims arising out of the ordinary conduct of the Companys business. These matters generally relate to disputes arising out of the use or installation of the Companys products, product liability litigation, contract disputes, patent infringement accusations, employment matters, personal injury claims and similar matters. On the basis of information currently available to the Company, it does not believe that existing proceedings and claims will have a material adverse effect on its business, financial condition, results of operations or cash flows. However, litigation is unpredictable, and the Company could incur judgments or enter into settlements for current or future claims that could adversely affect its business, financial condition, results of operations or cash flows.


15. GUARANTEES

The Company had outstanding letters of credit totaling $2,594 supporting workers compensation and general liability insurance policies as of March 29, 2024. The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $37,044 as of March 29, 2024.

In disposing of assets or businesses, the Company often provides representations, warranties and indemnities to cover various risks including unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. The Company does not have the ability to estimate the potential liability from such indemnities because they relate to unknown conditions. However, the Company has no reason to believe that these uncertainties would have a material adverse effect on the Companys business, financial condition, results of operations or cash flows.

In the normal course of business, the Company is liable for product performance and contract completion. In the opinion of management, such obligations will not have a material adverse effect on the Companys business, financial condition, results of operations or cash flows.


16. SEGMENT INFORMATION

The Electrical segment manufactures high quality products used in the construction of electrical power systems including conduit, cable and installation accessories. This segment serves contractors in partnership with the electrical wholesale channel.

The Safety & Infrastructure segment designs and manufactures solutions including metal framing, mechanical pipe, perimeter security and cable management for the protection and reliability of critical infrastructure. These solutions are marketed to contractors, original equipment manufacturers and end users.
    
Both segments use Adjusted EBITDA as the primary measure of profit and loss. Segment Adjusted EBITDA is income (loss) before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, interest expense, net, stock-based compensation, loss on extinguishment of debt, certain legal matters, and other items, such as inventory reserves and adjustments, (gain) loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax positions, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, gain on purchase of business, loss on assets held for sale, restructuring costs and transaction costs.

Intersegment transactions primarily consist of product sales at designated transfer prices on an arms-length basis. Gross profit earned and reported within the segment is eliminated in the Companys consolidated results. Certain manufacturing and distribution expenses are allocated between the segments on a pro rata basis due to the shared nature of activities. Recorded amounts represent a proportional amount of the quantity of product produced for each segment. Certain assets, such as machinery and equipment and facilities, are not allocated to each segment despite serving both
19


segments. These shared assets are reported within the Safety & Infrastructure segment. The Company allocates certain corporate operating expenses that directly benefit our operating segments, such as insurance and information technology, on a basis that reasonably approximates an estimate of the use of these services.

Three months ended
 March 29, 2024March 31, 2023
(in thousands)External Net SalesIntersegment SalesAdjusted EBITDAExternal Net SalesIntersegment SalesAdjusted EBITDA
Electrical$590,811 $10 $195,752 $680,955 $10 $256,883 
Safety & Infrastructure202,100 318 25,529 214,979 75 33,194 
Eliminations— (328)— (85)
Consolidated operations$792,911 $— $895,934 $— 

Six months ended
 March 29, 2024March 31, 2023
(in thousands)External Net SalesIntersegment SalesAdjusted EBITDAExternal Net SalesIntersegment SalesAdjusted EBITDA
Electrical$1,184,471 $10 $400,112 $1,319,660 $10 $500,720 
Safety & Infrastructure406,921 624 45,042 410,095 218 66,597 
Eliminations— (634)— (228)
Consolidated operations$1,591,392 $— $1,729,755 $— 

Presented below is a reconciliation of operating Segment Adjusted EBITDA to Income before income taxes:
Three months endedSix months ended
(in thousands)March 29, 2024March 31, 2023March 29, 2024March 31, 2023
Operating segment Adjusted EBITDA
Electrical$195,752 $256,883 $400,112 $500,720 
Safety & Infrastructure25,529 33,194 45,042 66,597 
Total$221,281 $290,077 $445,154 $567,317 
Unallocated expenses (a)
(9,367)(14,036)(19,717)(27,431)
Depreciation and amortization(29,455)(28,598)(58,475)(54,566)
Interest expense, net(8,321)(8,475)(16,114)(17,963)
Stock-based compensation(5,028)(6,863)(9,785)(12,133)
Other (b)
649 (4,547)(3,652)(5,615)
Income before income taxes$169,759 $227,558 $337,411 $449,609 
(a) Represents unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, human resources, information technology, business development and communications, as well as certain costs and earnings of employee-related benefits plans, such as stock-based compensation and a portion of self-insured medical costs.
(b) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, release of indemnified uncertain tax positions, gain on purchase of business. loss on assets held for sale (includes loss on assets held for sale in Russia. See Note 11, “Goodwill and Intangible Assets” in the form 10-Q filed May 9, 2023 for additional information), realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, transaction and restructuring costs.


20


The Companys net sales by geography were as follows for the three months ended and the six months ended March 29, 2024 and March 31, 2023:

Three months endedSix months ended
(in thousands)March 29, 2024March 31, 2023March 29, 2024March 31, 2023
United States$700,243 $799,562 $1,408,701 $1,549,649 
Other Americas23,703 23,063 44,911 43,617 
Europe58,336 61,789 115,744 113,819 
Asia-Pacific10,629 11,520 22,036 22,670 
Total$792,911 $895,934 $1,591,392 $1,729,755 

The table below shows the amount of net sales from external customers for each of the Companys product categories which accounted for 10% or more of consolidated net sales in either period for the three months ended and the six months ended March 29, 2024 and March 31, 2023:

Three months endedSix months ended
(in thousands)March 29, 2024March 31, 2023March 29, 2024March 31, 2023
Metal Electrical Conduit and Fittings$147,697 $128,322 $286,936 $239,480 
Electrical Cable & Flexible Conduit114,634 129,785 230,327 253,511 
Plastic Pipe and Conduit233,713 323,139 477,554 639,304 
Other Electrical products (a)
94,767 99,709 189,654 187,365 
Electrical590,811 680,955 1,184,471 1,319,660 
Mechanical Pipe88,866 98,727 173,364 177,501 
Other Safety & Infrastructure products (b)
113,234 116,252 233,557 232,594 
Safety & Infrastructure202,100 214,979 406,921 410,095 
Net sales$792,911 $895,934 $1,591,392 $1,729,755 


17. SUBSEQUENT EVENTS

Subsequent to March 29, 2024, the Company has repurchased 204.8 thousand shares at a cost of $36.1 million as of May 7, 2024.

On May 2, 2024, the board of directors declared a quarterly cash dividend of $0.32 per share of common stock payable on May 31, 2024, to stockholders of record on May 21, 2024.
21


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in this report. The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward- looking statements. Factors that could cause or contribute to these differences include those factors discussed below and included or referenced elsewhere in this report, particularly in the sections entitled Forward-Looking Statementsand Risk Factors.

Incremental Market Uncertainties

Recent events, including central bank interest rate increases, inflation, and conflicts in Ukraine and the Middle East are creating additional uncertainty in the global economy, generally, and in the markets we operate in. The aforementioned conflicts and other factors have had and will continue to have adverse effects on global supply chains, which may impact some aspects of our business. Furthermore, we are mindful of the effects that adverse weather can have on our domestic supply chain.


RESULTS OF OPERATIONS
    
The consolidated results of operations for the three months ended March 29, 2024 and March 31, 2023 were as follows:

Three months ended
(in thousands)March 29, 2024March 31, 2023Change% Change
Net sales$792,911 $895,934 $(103,023)(11.5)%
Cost of sales501,336 543,052 (41,716)(7.7)%
Gross profit291,575 352,882 (61,307)(17.4)%
Selling, general and administrative98,544 98,201 343 0.3 %
Intangible asset amortization14,221 14,790 (569)(3.8)%
Operating income178,810 239,891 (61,081)(25.5)%
Interest expense, net8,321 8,475 (154)(1.8)%
Other expense, net 730 3,858 (3,128)(81.1)%
Income before income taxes169,759 227,558 (57,799)(25.4)%
Income tax expense31,804 53,364 (21,560)(40.4)%
Net income$137,955 $174,194 $(36,239)(20.8)%


Net sales
% Change
Volume(0.8)%
Average selling prices(9.5)%
Solar energy tax credits(1.2)%
Other— %
Net sales(11.5)%

22


Net sales decreased by $103.0 million or 11.5% to $792.9 million for the three months ended March 29, 2024, compared to $895.9 million for the three months ended March 31, 2023. The decrease in net sales is primarily attributed to decreased average selling prices across the Company’s products of $85.5 million as a result of expected pricing normalization, the economic value of solar energy tax credits to be transferred to certain customers of $10.8 million, and decreased sales volume of $7.5 million.

Cost of sales
% Change
Volume(0.6)%
Average input costs(6.3)%
Solar energy tax credits(2.4)%
Freight1.7 %
Other(0.1)%
Cost of sales(7.7)%

Cost of sales decreased by $41.7 million, or 7.7%, to $501.3 million for the three months ended March 29, 2024 compared to $543.1 million for the three months ended March 31, 2023. The decrease was primarily due to lower input costs of $34.0 million, the benefit of solar energy tax credits of $12.8 million, and lower sales volume of $3.5 million, partially offset by higher freight costs of $9.4 million.

Selling, general and administrative

Selling, general and administrative expenses increased by $0.3 million, or 0.3%, to $98.5 million for the three months ended March 29, 2024 compared to $98.2 million for the three months ended March 31, 2023. The increase was primarily due to increased general spending on business improvement initiatives of $6.8 million partially offset by decreased spending across a variety of other spend categories of $6.5 million.

Intangible asset amortization

Intangible asset amortization expense decreased to $14.2 million for the three months ended March 29, 2024 compared to $14.8 million for the three months ended March 31, 2023. The decrease in amortization expense resulted from older intangibles becoming fully amortized.

Interest expense, net

Interest expense, net decreased by $0.2 million, or 1.8% to $8.3 million for the three months ended March 29, 2024 compared to $8.5 million for the three months ended March 31, 2023. The decrease is primarily due to decreased interest rates on the Company’s Senior Secured Term Loan Facility.

Other expense, net

Other expense, net decreased to $0.7 million for the three months ended March 29, 2024 compared to $3.9 million other expense for the three months ended March 31, 2023. This decrease is due to impairments recognized in the three months ended March 31, 2023 in connection with the Company’s plans to exit from operations in Russia of $3.7 million.

Income tax expense

The Companys income tax rate decreased to 18.7% for the three months ended March 29, 2024 compared to 23.5% for the three months ended March 31, 2023. The decrease in the current period effective tax rate was driven by an increase in the excess tax benefit associated with stock compensation and the benefit related to solar energy tax credits enacted as part of the IRA.



23


SEGMENT RESULTS

The Electrical segment manufactures high quality products used in the construction of electrical power systems including conduit, cable and installation accessories. This segment serves contractors in partnership with the electrical wholesale channel.

The Safety & Infrastructure segment designs and manufactures solutions including metal framing, mechanical pipe, perimeter security and cable management for the protection and reliability of critical infrastructure. These solutions are marketed to contractors, original equipment manufacturers and end users.

Both segments use Adjusted EBITDA as the primary measure of profit and loss. Segment Adjusted EBITDA is income (loss) before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, interest expense, net, stock-based compensation, loss on extinguishment of debt, certain legal matters, and other items, such as inventory reserves and adjustments, (gain) loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax positions, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, gain on purchase of business, loss on assets held for sale, restructuring costs and transaction costs. We define segment Adjusted EBITDA margin as segment Adjusted EBITDA as a percentage of segment Net sales.
        
Electrical
Three months ended
(in thousands)March 29, 2024March 31, 2023Change% Change
Net sales$590,820 $680,965 $(90,145)(13.2)%
Adjusted EBITDA$195,752 $256,883 $(61,131)(23.8)%
Adjusted EBITDA margin33.1 %37.7 %


Net sales
% Change
Volume(0.6)%
Average selling prices(12.8)%
Other0.2 %
Net sales(13.2)%

Net sales decreased by $90.1 million, or 13.2%, to $590.8 million for the three months ended March 29, 2024 compared to $681.0 million for the three months ended March 31, 2023. The decrease in net sales is primarily attributed to decreased average selling prices of $87.1 million as a result of expected pricing normalization and decreased sales volume of $3.8 million.


Adjusted EBITDA

Adjusted EBITDA for the three months ended March 29, 2024 decreased by $61.1 million, or 23.8%, to $195.8 million from $256.9 million for the three months ended March 31, 2023. Adjusted EBITDA margin decreased to 33.1% for the three months ended March 29, 2024 compared to 37.7% for the three months ended March 31, 2023. The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to the decrease in average selling prices outpacing decreases in input costs.




24


Safety & Infrastructure
Three months ended
(in thousands)March 29, 2024March 31, 2023Change% Change
Net sales$202,419 $215,054 $(12,635)(5.9)%
Adjusted EBITDA$25,529 $33,194 $(7,665)(23.1)%
Adjusted EBITDA margin12.6 %15.4 %
    
    
Net sales
% Change
Volume(1.7)%
Average selling prices0.7 %
Solar energy tax credits(5.0)%
Other0.1 %
Net sales(5.9)%

Net sales decreased by $12.6 million, or 5.9%, for the three months ended March 29, 2024 to $202.4 million compared to $215.1 million for the three months ended March 31, 2023. The decrease is primarily attributed to lower volumes of $3.7 million, and the economic value of solar energy tax credits to be transferred to certain customers of $10.8 million, partially offset by increased average selling prices of $1.6 million.

Adjusted EBITDA

Adjusted EBITDA decreased by $7.7 million, or 23.1%, to $25.5 million for the three months ended March 29, 2024 compared to $33.2 million for the three months ended March 31, 2023. Adjusted EBITDA margin decreased to 12.6% for the three months ended March 29, 2024 compared to 15.4% for the three months ended March 31, 2023. The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to higher average input costs over increased average selling prices.


The consolidated results of operations for the six months ended March 29, 2024 and March 31, 2023 were as follows:
Six months ended
(in thousands)March 29, 2024March 31, 2023Change% Change
Net sales$1,591,392 $1,729,755 $(138,363)(8.0)%
Cost of sales1,009,277 1,042,520 (33,243)(3.2)%
Gross profit582,115 687,235 (105,120)(15.3)%