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0001666138false00016661382024-08-062024-08-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2024
New Logo.gif
Atkore Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-37793 90-0631463
(State or other jurisdiction of incorporation) (Commission File Number) (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)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol Name of each exchange on which registered
Common Stock, $.01 par value per share ATKR New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
    
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 Exchange Act.  ☐



Item 2.02. Results of Operations and Financial Condition.*
    On August 6, 2024, Atkore International Group Inc. (the "Company" or "Atkore") issued a press release announcing the Company’s financial results for its fiscal 2024 third quarter ended June 28, 2024. A copy of the press release is being furnished as Exhibit 99.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.*
    The slide presentation attached hereto as Exhibit 99.2, and incorporated herein by reference, will be presented to certain Atkore investors on August 6, 2024 and may be used by Atkore in various other presentations to investors.
Item 9.01. Financial Statements and Exhibits.*
Exhibit No.     
Description of Exhibit
99.1 
99.2 
104  Inline XBRL for the cover page of this Current Report on Form 8-K
*
In accordance with General Instruction B.2 of Form 8-K, the information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act"), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.



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 hereunto duly authorized.

ATKORE INC.



By: /s/ Daniel S. Kelly        
Daniel S. Kelly
Vice President, General Counsel and Secretary

Date: August 6, 2024




EX-99.1 2 atkr3q24exhibit991.htm EX-99.1 Document
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Exhibit 99.1
Atkore Inc. Announces Third Quarter 2024 Results

•Net sales of $822.4 million, down 10.5% versus prior year
•Net income per diluted share decreased by $1.80 versus prior year to $3.33; Adjusted net income per diluted share decreased by $1.92 versus prior year to $3.80
•Net income decreased by $77.9 million versus prior year to $123.4 million; Adjusted EBITDA decreased by $64.1 million versus prior year to $206.1 million
•Full-year Adjusted EBITDA outlook adjusted to $772 - $782 million; Adjusted net income per diluted share outlook adjusted to $14.30 - $14.52
•On July 31, 2024, Atkore’s Board of Directors declared a quarterly cash dividend of $0.32 per share of common stock payable on August 30, 2024, to stockholders of record on August 20, 2024.

HARVEY, IL. — August 6, 2024 (BUSINESS WIRE) - Atkore Inc. (the “Company” or “Atkore”) (NYSE: ATKR) announced earnings for its fiscal 2024 third quarter ended June 28, 2024.

“Atkore delivered Adjusted EBITDA margins over 25% on essentially flat volume compared to the prior year,” said Bill Waltz, Atkore President and Chief Executive Officer. “Organic volume was up 8% sequentially from the second quarter and up 4% year to date. The Safety & Infrastructure business continues to improve the operational efficiency of our new facility in Hobart, Indiana. The S&I segment increased Adjusted EBITDA by 40 percent versus the prior year.”

Waltz continued, “The third quarter proved to be more challenging than we initially anticipated due to a limited increase in demand from the summer construction season and an overall soft pricing environment across most of our Electrical business. We anticipate these trends to continue into the fourth quarter and next year, and we’ve updated our expectations and outlooks accordingly. Despite these challenges, we have conviction in our people, strategy, and process, which are the three fundamentals of our business system and enable us to remain resilient and focused on the future. During the third quarter, we also repurchased $125 million in shares as part of our capital deployment strategy while continuing to invest in organic growth initiatives.”


2024 Third Quarter Results
Three months ended
(in thousands) June 28, 2024 June 30, 2023 Change % Change
Net sales
Electrical $ 605,962  $ 705,617  $ (99,655) (14.1) %
Safety & Infrastructure 217,024  213,606  3,418  1.6  %
Eliminations (622) (106) (516) 486.8  %
Consolidated operations $ 822,364  $ 919,117  $ (96,753) (10.5) %
Net income $ 123,417  $ 201,288  $ (77,871) (38.7) %
Adjusted EBITDA 
Electrical $ 182,568  $ 266,556  $ (83,988) (31.5) %
Safety & Infrastructure 30,042  21,493  8,549  39.8  %
Unallocated (6,485) (17,787) 11,302  (63.5) %
Consolidated operations $ 206,124  $ 270,262  $ (64,138) (23.7) %


1

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Exhibit 99.1
Net sales decreased by $96.8 million or 10.5% to $822.4 million for the three months ended June 28, 2024, compared to $919.1 million for the three months ended June 30, 2023. The decrease in net sales is primarily attributed to decreased average selling prices across the Company’s products of $87.5 million, the increased economic value of solar tax credits to be transferred to certain customers of $7.2 million, and decreased sales volume of $1.2 million.

Gross profit decreased by $71.1 million, or 20.3%, to $279.7 million for the three months ended June 28, 2024, as compared to $350.8 million for the prior-year period. Gross margin decreased to 34.0% for the three months ended June 28, 2024, as compared to 38.2% for the prior-year period. Gross profit decreased primarily due to declines in average selling prices of $87.5 million and increased freight costs of $4.8 million, partially offset by the increased net benefit of solar credits generated of $21.8 million and declines in input costs of $2.9 million.

Net income decreased by $77.9 million, or 38.7%, to $123.4 million for the three months ended June 28, 2024 compared to $201.3 million for the prior-year period primarily due to lower gross profit of $71.1 million, lower selling, general and administrative expense of $5.0 million, and lower other expense of $3.1 million partially offset by higher income tax expense.

Adjusted EBITDA decreased by $64.1 million, or 23.7%, to $206.1 million for the three months ended June 28, 2024 compared to $270.3 million for the three months ended June 30, 2023. The decrease was primarily due to lower gross profit.

Net income per diluted share prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) was $3.33 for the three months ended June 28, 2024, as compared to $5.13 in the prior-year period. Adjusted net income per diluted share decreased by $1.92 to $3.80 for the three months ended June 28, 2024, as compared to $5.72 in the prior year period. The decrease in diluted earnings per share is primarily attributed to lower net income.

Segment Results

Electrical

Net sales decreased by $99.7 million, or 14.1%, to $606.0 million for the three months ended June 28, 2024 compared to $705.6 million for the three months ended June 30, 2023. The decrease in net sales is primarily attributed to decreased average selling prices of $80.8 million and decreased sales volume of $18.2 million.

Adjusted EBITDA for the three months ended June 28, 2024 decreased by $84.0 million, or 31.5%, to $182.6 million from $266.6 million for the three months ended June 30, 2023. Adjusted EBITDA margin decreased to 30.1% for the three months ended June 28, 2024 compared to 37.8% for the three months ended June 30, 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.

Safety & Infrastructure

Net sales increased by $3.4 million, or 1.6%, for the three months ended June 28, 2024 to $217.0 million compared to $213.6 million for the three months ended June 30, 2023. The increase is primarily attributed to higher volumes of $17.0 million, partially offset by the increased economic value of solar tax credits to be transferred of $7.2 million and decreased average selling prices of $6.8 million.

Adjusted EBITDA increased by $8.5 million, or 39.8%, to $30.0 million for the three months ended June 28, 2024 compared to $21.5 million for the three months ended June 30, 2023. Adjusted EBITDA margin increased to 13.8% for the three months ended June 28, 2024 compared to 10.1% for the three months ended June 30, 2023. The increase in Adjusted EBITDA and Adjusted EBITDA margin was largely due to higher sales volume and the increased net benefit of solar tax credits.



2

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Exhibit 99.1
Liquidity & Capital Resources

On May 2, 2024, the Board of Directors of Atkore Inc. declared a quarterly cash dividend of $0.32 per share of common stock to stockholders of record on May 21, 2024, which was paid on May 31, 2024.

On July 31, 2024, the Board of Directors of Atkore declared a quarterly cash dividend of $0.32 per share of common stock to stockholders of record on August 20, 2024, to be paid on August 30, 2024.

Full-Year Outlook1

The Company is adjusting its estimate for fiscal year 2024 Adjusted EBITDA to be approximately $772 million to $782 million, and adjusting its estimate for Adjusted net income per diluted share to $14.30 - $14.52.

The Company notes that this perspective may vary due to changes in assumptions or market conditions and other factors described under “Forward-Looking Statements.”

Conference Call Information

Atkore management will host a conference call today, August 6, 2024, at 8 a.m. Eastern time, to discuss the Company’s financial results. The conference call may be accessed by dialing (888) 330-2446 (domestic) or (240) 789-2732 (international). The call will be available for replay until August 20, 2024. The replay can be accessed by dialing (800) 770-2030 for domestic callers, or for international callers, (609) 800-9909. The passcode for the live call and the replay is 5592214.

Interested investors and other parties can also listen to a webcast of the live conference call by logging onto the Investor Relations section of the Company’s website at https://investors.atkore.com. The online replay will be available on the same website immediately following the call.

To learn more about the Company, please visit the Company’s website at https://investors.atkore.com.

About Atkore Inc.

Atkore is a leading manufacturer of electrical products for commercial, industrial, data center, telecommunications, and solar applications. With 5,600 employees and $3.5B in sales in fiscal year 2023, we deliver sustainable solutions to meet the growing demands of electrification and digital transformation. To learn more, please visit www.atkore.com.

Media Contact:
Lisa Winter
Vice President - Communications
708-225-2453
AtkoreCommunications@atkore.com



Investor Contact:
Matthew Kline
Vice President - Treasury & Investor Relations
708-225-2116
Investors@atkore.com
1 Reconciliations of the forward-looking full-year 2024 outlook for Adjusted EBITDA and Adjusted net income per diluted share are not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliations. Accordingly, we are relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude these reconciliations.

3

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Exhibit 99.1
Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements relating to financial outlook. Some of the forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” or other comparable terms. Forward-looking statements include, without limitation, all matters that are not historical facts. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if our results of operations, financial condition and cash flows, and the development of the market in which we operate, are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.

A number of important factors, including, without limitation, the risks and uncertainties disclosed in the Company’s filings with the U.S. Securities and Exchange Commission including but not limited to the Company’s most recent Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Additional factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation: declines in, and uncertainty regarding, the general business and economic conditions in the United States and international markets in which we operate; weakness or another downturn in the United States non-residential construction industry; widespread outbreak of diseases, changes in prices of raw materials; pricing pressure, reduced profitability, or loss of market share due to intense competition; availability and cost of third-party freight carriers and energy; high levels of imports of products similar to those manufactured by us; changes in federal, state, local and international governmental regulations and trade policies; adverse weather conditions; increased costs relating to future capital and operating expenditures to maintain compliance with environmental, health and safety laws; reduced spending by, deterioration in the financial condition of, or other adverse developments, including inability or unwillingness to pay our invoices on time, with respect to one or more of our top customers; increases in our working capital needs, which are substantial and fluctuate based on economic activity and the market prices for our main raw materials, including as a result of failure to collect, or delays in the collection of, cash from the sale of manufactured products; work stoppage or other interruptions of production at our facilities as a result of disputes under existing collective bargaining agreements with labor unions or in connection with negotiations of new collective bargaining agreements, as a result of supplier financial distress, or for other reasons; changes in our financial obligations relating to pension plans that we maintain in the United States; reduced production or distribution capacity due to interruptions in the operations of our facilities or those of our key suppliers; loss of a substantial number of our third-party agents or distributors or a dramatic deviation from the amount of sales they generate; security threats, attacks, or other disruptions to our information systems, or failure to comply with complex network security, data privacy and other legal obligations or the failure to protect sensitive information; possible impairment of goodwill or other long-lived assets as a result of future triggering events, such as declines in our cash flow projections or customer demand and changes in our business and valuation assumptions; safety and labor risks associated with the manufacture and in the testing of our products; product liability, construction defect and warranty claims and litigation relating to our various products, as well as government inquiries and investigations, and consumer, employment, tort and other legal proceedings; our ability to protect our intellectual property and other material proprietary rights; risks inherent in doing business internationally; changes in foreign laws and legal systems, including as a result of Brexit; our inability to introduce new products effectively or implement our innovation strategies; our inability to continue importing raw materials, component parts and/or finished goods; the incurrence of liabilities and the issuance of additional debt or equity in connection with acquisitions, joint ventures or divestitures and the failure of indemnification provisions in our acquisition agreements to fully protect us from unexpected liabilities; failure to manage acquisitions successfully, including identifying, evaluating, and valuing acquisition targets and integrating acquired companies, businesses or assets; the incurrence of additional expenses, increases in the complexity of our supply chain and potential damage to our reputation with customers resulting from regulations related to “conflict minerals”; disruptions or impediments to the receipt of sufficient raw materials resulting from various anti-terrorism security measures; restrictions contained in our debt agreements; failure to generate cash sufficient to pay the principal of, interest on, or other amounts due on our debt; failure to generate cash sufficient to pay dividends; challenges attracting and retaining key personnel or high-quality employees; future changes to tax legislation; failure to generate sufficient cash flow from operations or to raise sufficient funds in the capital markets to satisfy existing obligations and support the development of our business; and other risks and factors described from time to time in documents that we file with the SEC. The Company assumes no obligation to update the information contained herein, which speaks only as of the date hereof.

4

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Exhibit 99.1

Non-GAAP Financial Information

This press release includes certain financial information, not prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). Because not all companies calculate non-GAAP financial information identically (or at all), the presentations herein may not be comparable to other similarly titled measures used by other companies. Further, these measures should not be considered substitutes for the performance measures derived in accordance with GAAP. See non-GAAP reconciliations below in this press release for a reconciliation of these measures to the most directly comparable GAAP financial measures.


Adjusted EBITDA and Adjusted EBITDA Margin

We use Adjusted EBITDA and Adjusted EBITDA Margin in evaluating the performance of our business and in the preparation of our annual operating budgets as indicators of business performance and profitability. We believe Adjusted EBITDA and Adjusted EBITDA Margin allow us to readily view operating trends, perform analytical comparisons and identify strategies to improve operating performance.

We define Adjusted EBITDA as net 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, 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 Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of Net sales.

We believe Adjusted EBITDA and Adjusted EBITDA Margin, when presented in conjunction with comparable GAAP measures, are useful for investors because management uses Adjusted EBITDA and Adjusted EBITDA Margin in evaluating the performance of our business.

Adjusted Net Income and Adjusted Net Income per Share

We use Adjusted net income and Adjusted net income per share in evaluating the performance of our business and profitability. Management believes that these measures provide useful information to investors by offering additional ways of viewing the Company’s results that, when reconciled to the corresponding GAAP measure provide an indication of performance and profitability excluding the impact of unusual and or non-cash items. We define Adjusted net income as net income before stock-based compensation, loss on extinguishment of debt, loss on assets held for sale, intangible asset amortization, certain legal matters and other items, and the income tax expense or benefit on the foregoing adjustments that are subject to income tax.

5

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Exhibit 99.1
We define Adjusted net income per share as basic and diluted net income per share excluding the per share impact of stock-based compensation, intangible asset amortization, certain legal matters and other items, and the income tax expense or benefit on the foregoing adjustments that are subject to income tax.

Free Cash Flow

We define free cash flow as net cash provided by (used in) operating activities, less capital expenditures. We believe that Free Cash Flow provides meaningful information regarding the Company’s liquidity.





6


ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three months ended Nine months ended
(in thousands, except per share data) June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023
Net sales $ 822,364  $ 919,117  $ 2,413,756  $ 2,648,872 
Cost of sales 542,709  568,316  1,551,986  1,610,836 
Gross profit 279,655  350,801  861,770  1,038,036 
Selling, general and administrative 97,987  103,019  297,147  291,198 
Intangible asset amortization 13,216  15,192  41,904  42,778 
Operating income 168,452  232,590  522,719  704,061 
Interest expense, net 9,944  8,682  26,058  26,645 
Other expense, net 560  3,689  1,302  7,588 
Income before income taxes 157,948  220,219  495,359  669,828 
Income tax expense 34,531  18,931  95,606  120,854 
Net income $ 123,417  $ 201,288  $ 399,753  $ 548,974 
Net income per share
Basic $ 3.36  $ 5.20  $ 10.74  $ 13.81 
Diluted $ 3.33  $ 5.13  $ 10.61  $ 13.62 


7


ATKORE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share data) June 28, 2024 September 30, 2023
Assets
Current Assets:
Cash and cash equivalents $ 303,657  $ 388,114 
Accounts receivable, less allowance for current and expected credit losses of $4,702 and $5,179, respectively 503,367  559,854 
Inventories, net 573,317  493,852 
Prepaid expenses and other current assets 139,913  96,670 
Total current assets 1,520,254  1,538,490 
Property, plant and equipment, net 615,413  559,041 
Intangible assets, net 352,986  394,372 
Goodwill 311,998  311,106 
Right-of-use assets, net 152,198  120,747 
Deferred tax assets 548  546 
Other long-term assets 10,647  10,707 
Total Assets $ 2,964,044  $ 2,935,009 
Liabilities and Equity
Current Liabilities:
Accounts payable 237,184  292,734 
Income tax payable 4,914  6,322 
Accrued compensation and employee benefits 38,413  45,576 
Customer liabilities 99,298  121,576 
Lease obligations 20,700  16,230 
Other current liabilities 65,327  82,166 
Total current liabilities 465,836  564,604 
Long-term debt 764,300  762,687 
Long-term lease obligations 136,031  105,517 
Deferred tax liabilities 21,555  22,346 
Other long-term liabilities 14,794  11,736 
Total Liabilities 1,402,516  1,466,890 
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 35,864,442 and 37,317,893 shares issued and outstanding, respectively 359  374 
Additional paid-in capital 502,125  506,783 
Retained earnings 1,088,542  994,902 
Accumulated other comprehensive loss (29,498) (33,940)
Total Equity 1,561,528  1,468,119 
Total Liabilities and Equity $ 2,964,044  $ 2,935,009 


8


ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended
(in thousands) June 28, 2024 June 30, 2023
Operating activities:
Net income $ 399,753  $ 548,974 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 88,407  84,671 
Deferred income taxes (1,065) (1,171)
Stock-based compensation 14,273  18,100 
Amortization of right-of-use assets 21,200  14,713 
(Gain) Loss on disposal of property, plant and equipment (621) 159 
Other non-cash adjustments to net income 4,563  6,525 
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable 57,721  (33,501)
Inventories (80,674) (13,611)
Prepaid expenses and other current assets (11,636) (6,986)
Accounts payable (52,093) 16,051 
Accrued and other liabilities (60,136) (11,580)
Income taxes (32,193) (58,059)
Other, net 2,458  (536)
Net cash provided by operating activities 349,957  563,748 
Investing activities:
Capital expenditures (105,098) (122,535)
Proceeds from sale of properties and equipment 457  31 
Acquisition of businesses, net of cash acquired (6,036) (83,385)
Net cash used in investing activities (110,677) (205,890)
Financing activities:
Issuance of common stock, net of shares withheld for tax (18,926) (14,589)
Repurchase of common stock (281,019) (416,023)
Finance lease payments
(1,402) (990)
Dividends paid to shareholders (23,248) — 
Net cash used for financing activities (324,595) (431,603)
Effects of foreign exchange rate changes on cash and cash equivalents 858  2,803 
Decrease in cash and cash equivalents (84,457) (70,942)
Cash and cash equivalents at beginning of period 388,114  388,751 
Cash and cash equivalents at end of period $ 303,657  $ 317,809 


9


Nine months ended
(in thousands) June 28, 2024 June 30, 2023
Supplementary Cash Flow information
Capital expenditures, not yet paid $ 4,660  $ 10,593 
Operating lease right-of-use assets obtained in exchange for lease liabilities $ 45,453  $ 33,677 
Acquisitions of businesses, not yet paid $ —  $ 14,125 
Free Cash Flow:
     Net cash provided by operating activities $ 349,957  $ 563,748 
     Capital expenditures (105,098) (122,535)
Free Cash Flow: $ 244,859  $ 441,213 

10


ATKORE INC.
ADJUSTED EBITDA

The following table presents reconciliations of Adjusted EBITDA to net income for the periods presented:
Three months ended Nine months ended
(in thousands) June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023
Net income $ 123,417  $ 201,288  $ 399,753  $ 548,974 
Interest expense, net 9,944  8,682  26,058  26,645 
Income tax expense 34,531  18,931  95,606  120,854 
Depreciation and amortization 29,932  30,105  88,407  84,671 
Stock-based compensation 4,488  5,966  14,273  18,100 
Other (a)
3,813  5,289  7,465  10,906 
Adjusted EBITDA $ 206,124  $ 270,262  $ 631,562  $ 810,150 
(a) 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 August 8, 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.


11


ATKORE INC.
SEGMENT INFORMATION

The following table presents reconciliations of Net sales and calculations of Adjusted EBITDA Margin by segment for the periods presented:
Three months ended
  June 28, 2024 June 30, 2023
(in thousands) Net sales Adjusted EBITDA  Adjusted EBITDA Margin Net sales Adjusted EBITDA  Adjusted EBITDA Margin
Electrical $ 605,962  $ 182,568  30.1  % $ 705,617  $ 266,556  37.8  %
Safety & Infrastructure 217,024  30,042  13.8  % 213,606  21,493  10.1  %
Eliminations (622) (106)
Consolidated operations $ 822,364  $ 919,117 

Nine months ended
  June 28, 2024 June 30, 2023
(in thousands) Net sales Adjusted EBITDA  Adjusted EBITDA Margin Net sales Adjusted EBITDA  Adjusted EBITDA Margin
Electrical $ 1,790,443  $ 582,679  32.5  % $ 2,025,287  $ 767,276  37.9  %
Safety & Infrastructure 624,569  75,084  12.0  % 623,919  88,091  14.1  %
Eliminations (1,256) (334)
Consolidated operations $ 2,413,756  $ 2,648,872 







12


ATKORE INC.
ADJUSTED NET INCOME PER DILUTED SHARE

The following table presents reconciliations of Adjusted net income to net income for the periods presented:
Three months ended Nine months ended
(in thousands, except per share data) June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023
Net income $ 123,417  $ 201,288  $ 399,753  $ 548,974 
Stock-based compensation 4,488  5,966  14,273  18,100 
Intangible asset amortization 13,216  15,192  41,904  42,778 
Other (a)
3,134  5,358  5,807  9,734 
Pre-tax adjustments to net income 20,838  26,516  61,984  70,612 
Tax effect (5,210) (6,629) (15,496) (17,653)
Adjusted net income $ 139,046  $ 221,175  $ 446,241  $ 601,933 
Diluted weighted average common shares outstanding 36,616  38,657  37,174  39,672 
Net income per diluted share $ 3.33  $ 5.13  $ 10.61  $ 13.62 
Adjusted net income per diluted share $ 3.80  $ 5.72  $ 12.00  $ 15.17 
(a) 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 August 8, 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.


13


ATKORE INC.
NET DEBT

The following table presents reconciliations of Net debt to Total debt for the periods presented:
($ in thousands) June 28, 2024 March 29, 2024 December 29, 2023 September 30, 2023 June 30, 2023 March 31, 2023
Long-term debt $ 764,300  $ 763,762  $ 763,225  $ 762,687  $ 762,149  $ 761,612 
Total debt 764,300  763,762  763,225  762,687  762,149  761,612 
Less cash and cash equivalents 303,657  368,050  380,922  388,114  317,809  354,342 
Net debt $ 460,643  $ 395,712  $ 382,303  $ 374,573  $ 444,340  $ 407,270 
TTM Adjusted EBITDA (a)
$ 863,539  $ 927,676  $ 991,804  $ 1,042,127  $ 1,135,233  $ 1,242,501 
(a) TTM Adjusted EBITDA is equal to the sum of Adjusted EBITDA for the trailing four quarter period. The reconciliation of Adjusted EBITDA for the quarter ended March 29, 2024 can be found in Exhibit 99.1 to form 8-K filed May 7, 2024 and is incorporated by reference herein. The reconciliation of Adjusted EBITDA for the quarter ended December 29, 2023 can be found in Exhibit 99.1 to form 8-K filed February 1, 2024 and is incorporated by reference herein. The reconciliation of Adjusted EBITDA for the quarter ended September 30, 2023 can be found in Exhibit 99.1 to form 8-K file November 17 2023 and is incorporated be reference herein. The reconciliation of Adjusted EBITDA for the quarter ended June 30, 2023 can be found in Exhibit 99.1 to form 8-K file August 8 2023 and is incorporated be reference herein. The reconciliation of Adjusted EBITDA for the quarter ended March 31, 2023 can be found in Exhibit 99.1 to form 8-K filed May 9, 2023 and is incorporated by reference herein.

ATKORE INC.

TRAILING TWELVE MONTHS ADJUSTED EBITDA

The following table presents a reconciliation of Adjusted EBITDA for the trailing twelve months (TTM) ended June 28, 2024:
TTM Three months ended
(in thousands) June 28, 2024 June 28, 2024 March 29, 2024 December 29, 2023 September 30, 2023
Net income $ 540,678  $ 123,417  $ 137,955  $ 138,381  $ 140,925 
Interest expense, net 34,646  9,944  8,321  7,793  8,588 
Income tax expense 135,144  34,531  31,804  29,272  39,537 
Depreciation and amortization 119,260  29,932  29,455  29,020  30,853 
Stock-based compensation 17,274  4,488  5,028  4,757  3,001 
Other (a)
16,538  3,813  (649) 4,300  9,074 
Adjusted EBITDA $ 863,539  $ 206,124  $ 211,914  $ 213,523  $ 231,978 
(a) 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 August 8, 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.

14
EX-99.2 3 q32024earningsdeck-vf.htm EX-99.2 q32024earningsdeck-vf
© Atkore Third Quarter 2024 Earnings Presentation and Business Update August 6, 2024


 
2© Atkore This presentation is provided for general informational purposes only and it does not include every item which may be of interest, nor does it purport to present full and fair disclosure with respect to Atkore Inc. (the “Company” or “Atkore”) or its operational and financial information. Atkore expressly disclaims any current intention to update any forward-looking statements contained in this presentation as a result of new information or future events or developments or otherwise, except as required by federal securities laws. This presentation is not a prospectus and is not an offer to sell securities. This presentation contains forward-looking statements that are subject to known and unknown risks and uncertainties, many of which are beyond our control. All statements other than statements of historical fact included in this presentation are forward-looking statements. Forward-looking statements appearing throughout this presentation include, without limitation, statements regarding our intentions, beliefs, assumptions or current expectations concerning, among other things, financial position; results of operations; cash flows; prospects; growth strategies or expectations; customer retention; the outcome (by judgment or settlement) and costs of legal, administrative or regulatory proceedings, investigations or inspections, including, without limitation, collective, representative or any other litigation; and the impact of prevailing economic conditions. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” and other comparable terms. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this presentation. In addition, even if our results of operations, financial condition and cash flows, and the development of the market in which we operate, are consistent with the forward-looking statements contained in this presentation, those results or developments may not be indicative of results or developments in subsequent periods. A number of important factors, including, without limitation, the risks and uncertainties disclosed in the Company’s filings with the U.S. Securities and Exchange Commission, including but not limited to the Company’s most recent Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Because of these risks, we caution that you should not place undue reliance on any of our forward-looking statements. New risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us. Further, any forward-looking statement speaks only as of the date on which it is made. We undertake no obligation to revise the forward-looking statements in this presentation after the date of this presentation. Market data and industry information used throughout this presentation are based on management’s knowledge of the industry and the good faith estimates of management. We also relied, to the extent available, upon management’s review of independent industry surveys, forecasts and publications and other publicly available information prepared by a number of third-party sources. All of the market data and industry information used in this presentation involves a number of assumptions and limitations which we believe to be reasonable, but you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, we cannot guarantee the accuracy or completeness of this information, and we have not independently verified this information. While we believe the estimated market position, market opportunity and market size information included in this presentation are generally reliable, such information, which is derived in part from management’s estimates and beliefs, is inherently uncertain and imprecise. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are subject to a high degree of uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties. This presentation should be read along with the historical financial statements of Atkore, including the most recent audited financial statements. Historical results may not be indicative of future results. We use non-GAAP financial measures to help us describe our operating and financial performance. These measures may include Adjusted EBITDA, Adjusted EBITDA margin (Adjusted EBITDA over Net sales), Net debt (total debt less cash and cash equivalents), Adjusted Net Income Per Diluted Share (also referred to as “Adjusted Diluted EPS”), Leverage ratio (net debt or total debt less cash and cash equivalents, over Adjusted EBITDA on trailing twelve month (“TTM”) basis), Free Cash Flow (net cash provided by operating activities less capital expenditures) and Return on Capital to help us describe our operating and financial performance. These non-GAAP financial measures are commonly used in our industry and have certain limitations and should not be construed as alternatives to net income, total debt, net cash provided by operating activities, return on assets, and other income data measures as determined in accordance with generally accepted accounting principles in the United States, or GAAP, or as better indicators of operating performance. These non-GAAP financial measures as defined by us may not be comparable to similarly-titled non-GAAP measures presented by other companies. Our presentation of such non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. See the appendix to this presentation for a reconciliation of the non-GAAP financial measures presented herein to the most comparable financial measures as determined in accordance with GAAP. Fiscal Periods - The Company has a fiscal year that ends on September 30th. It is the Company's practice to establish quarterly closings using a 4-5-4 calendar. The Company's fiscal quarters typically end on the last Friday in December, March and June. Cautionary Statements


 
3© Atkore Q3 2024 Results 1. See non-GAAP reconciliation in appendix. Net Sales $M Net Income $M Adjusted EBITDA1 $M Adjusted Diluted EPS1 $/share Diluted EPS $/share Organic volume flat in Q3 2024 compared to the prior year; volume up 8% sequentially and 4% YTD in FY 2024 Adjusted EBITDA and Adjusted Diluted EPS off 4% from the midpoint due to overall softer pricing environment Sequential production and shipment improvements at Hobart solar torque tube plant; HDPE market challenges continue Repurchased $125M in stock in Q3 2024 for a total of more than $280M in stock repurchased YTD Updating FY 2024 Outlook to reflect ongoing macroeconomic challenges Business Update 384.9 853.7 1,061.6 919.1 822.4 Q3 2020 Q3 2021 Q3 2022 Q3 2023 Q3 2024 -11% 63.7 274.3 377.5 270.3 206.1 Q3 2020 Q3 2021 Q3 2022 Q3 2023 Q3 2024 -24% 0.67 3.96 6.07 5.72 3.80 Q3 2020 Q3 2021 Q3 2022 Q3 2023 Q3 2024 -34% 0.49 3.64 5.74 5.13 3.33 Q3 2020 Q3 2021 Q3 2022 Q3 2023 Q3 2024 -35% 24.1 175.3 254.3 201.3 123.4 Q3 2020 Q3 2021 Q3 2022 Q3 2023 Q3 2024 -39%


 
4© Atkore Q3 Income Statement Summary 1. See non-GAAP reconciliation in appendix. 2. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of Net Sales. ($’s in millions) Q3 2024 Q3 2023 Y/Y Change Y/Y % Change Net Sales $822.4 $919.1 ($96.8) (10.5%) Operating Income $168.5 $232.6 ($64.1) (27.6%) Net Income $123.4 $201.3 ($77.9) (38.7%) Adjusted EBITDA1 $206.1 $270.3 ($64.1) (23.7%) Adjusted EBITDA Margin2 25.1% 29.4% (430 bps) - Tax Rate 21.9% 8.6% - - Net Income Per Share (Diluted) $3.33 $5.13 ($1.80) (35.1%) Adjusted Diluted EPS1 $3.80 $5.72 ($1.92) (33.6%)


 
5© Atkore Consolidated Atkore Bridges 1. “Other” may include items such as F/X, M&A, productivity, investments, interest and tax rate. 2. See non-GAAP reconciliation in appendix. 3. Cumulative effect of a change in accounting which benefited income tax expense and added $0.50 to Adjusted Diluted EPS in Q3 2023. Adjusted EBITDA Bridge2 Net Sales BridgeQ3 2024 $88 $7 2023 $1 Volume/Mix Price Solar Credit $1 Other1 2024 $919M $822M $5 $88 $1 $22 $6 2023 Volume/Mix Price Cost Changes Solar Credit Other1 2024 $270M $206M Net Sales % Change Adjusted Diluted EPS Bridge2 Volume (0.1%) Price (9.5%) Solar Credit (0.8%) Other (0.1%) Total (10.5%) $5.72 $3.80 $1.75 $0.37 $0.20 2023 Quarterly Results Solar Credit3 Share Count $0.00 Other1 2024


 
6© Atkore Key Product Area Trends & Review 31% 22% 21% 15% 11% $2,414M Plastic Pipe, Conduit & Fittings Metal Framing, Cable Management & Construction Services Metal Electrical Conduit & Fittings Electrical Cable & Flexible Conduit 1. Sales of “Other Electrical products” and “Other Safety & Infrastructure products” have been allocated and included in the presentation of the product area groupings listed for presentation purposes. Source: Management estimates. + LSD% + MSD% + LSD% + DD% + 4% Mechanical Tube & Other PVC related product volume up high single digits YTD despite slowness in PVC electrical markets Demand for HDPE telecom related products remains challenged as the industry awaits rollout of government stimulus funding for broadband access Key end markets: Utility, residential Impacted by increasing import pressures Key end markets: Commercial, data centers Growth led by megaprojects in the U.S. and internationally Key end markets: Commercial, industrial, data centers, warehouses Modest growth in alignment with expectations Key end markets: Multi-family, commercial Strong volume performance with solar-related product volumes continuing to ramp from our Hobart, Indiana facility Key end markets: Utility scale solar projects through OEM Volume/Mix % FY 2024 YTD vs. FY 2023 YTD Product Area Review & Key End Markets FY 2024 YTD Net Sales by Key Product Area1 + LSD%


 
7© Atkore Segment Results $18 $81 2023 Volume/Mix Price $1 Other1 2024 $706M $606M Q3 Net Sales Bridge $17 $7 $7 2023 Volume/Mix Price Solar Credit $0 Other1 2024 $214M $217M Q3 Net Sales Bridge Electrical Safety & Infrastructure ($’s in millions) Q3 2024 Q3 2023 Y/Y Change Net Sales $606.0 $705.6 (14.1%) Adjusted EBITDA $182.6 $266.6 (31.5%) Adjusted EBITDA Margin 30.1% 37.8% (770 bps) ($’s in millions) Q3 2024 Q3 2023 Y/Y Change Net Sales $217.0 $213.6 1.6% Adjusted EBITDA $30.0 $21.5 39.8% Adjusted EBITDA Margin 13.8% 10.1% +370 bps 1. “Other” may include items such as F/X, M&A, productivity, investments, interest, tax rate, and intercompany sales.


 
8© Atkore FY24 YTD Cash Bridge $M Cash & Balance Sheet Summary $350 $105 $281 $23 $25 FY23 YE Cash Balance Cash Flow From Operating Activities Capital Expenditures Stock Repurchases Dividend Payment Net Other Uses of Cash FY24 YTD Cash Balance $388M $304M Debt Maturity Profile $M $325 $373 $400 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030 FY 2031 Undrawn Asset Based Loan Senior Secured Term Loan Senior Notes Atkore’s strong balance sheet enables continued execution of our capital deployment model with cash generated by the business.


 
9© Atkore Updated FY 2024 Outlook Outlook Summary 1. Reconciliations of the forward-looking quarterly and full-year 2024 outlook for Adjusted EBITDA and Adjusted Diluted EPS is not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation. Accordingly, we are relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude these reconciliations. 2. Represents weighted-average shares outstanding in millions used in calculation of Adjusted Diluted EPS outlook. Outlook Items for Consolidated Atkore Q4 2024 Outlook FY 2024 Outlook Updates to FY 2024 Outlook Net Sales $725M – $775M $3.1B – $3.2B ($0.25B) Adjusted EBITDA1 $140M – $150M $772M – $782M ($98M) Adjusted Diluted EPS1 $2.32 – $2.54 $14.30 – $14.52 ($2.09) Interest Expense, net $35M – $39M Tax Rate ~23% ~21% – 24% Capital Expenditures $150M – $175M Lower by $25M Stock Repurchases ≥$325M +75M Diluted Shares Outstanding2 36M – 37M Expect low to mid single digit percentage volume growth for FY 2024. Amending FY 2024 Outlook to reflect overall market environment and impacts of certain growth initiatives.


 
10© Atkore Current bridging assumptions reflect overall market softness and updated projections from our growth initiatives related to HDPE and Solar Torque Tubes. Key Bridging Assumptions FY 2024 vs. FY 2023 1. Reconciliations of the forward-looking quarterly and full-year 2024 outlook for Adjusted EBITDA and Adjusted Diluted EPS is not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation. Accordingly, we are relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude these reconciliations. Net Sales Adjusted EBITDA1 Volume Growth LDD% 25% – 30% Incremental Margin Price vs. Cost Down $275M – $325M Down $225M – $275M FY 2023 Solar Credit Plus $30M Plus $30M FY 2024 Solar Credit Down $80M – $100M Plus $20M – $40M Investment / FX / Other Down ~$10M Down $40M – $60M Current Bridging Assumptions – FY 2024 vs. FY 2023 Net Sales Adjusted EBITDA1 Volume Growth LSD% – MSD% 30% – 40% Incremental Margin Price vs. Cost Down $350M – $400M Down $300M – $350M FY 2023 Solar Credit Plus $30M Plus $30M FY 2024 Solar Credit Down $80M – $100M Plus $10M – $30M Investment / FX / Other Down ~$10M Down $20M – $40M Initial Bridging Assumptions – FY 2024 vs. FY 2023


 
11© Atkore Appendix


 
12© Atkore Segment Information Three months ended June 28, 2024 June 30, 2023 (in thousands) Net sales Adjusted EBITDA Adjusted EBITDA Margin Net sales Adjusted EBITDA Adjusted EBITDA Margin Electrical $ 605,962 $ 182,568 30.1 % $ 705,617 $ 266,556 37.8 % Safety & Infrastructure 217,024 30,042 13.8 % 213,606 21,493 10.1 % Eliminations (622) (106) Consolidated operations $ 822,364 $ 919,117


 
13© Atkore Consolidated Atkore Inc. Adjusted Diluted EPS Reconciliation (Adjusted Net Income Per Diluted Share) Three months ended (in thousands, except per share data) June 28, 2024 June 30, 2023 June 24, 2022 June 25, 2021 June 26, 2020 Net income $ 123,417 $ 201,288 $ 254,313 $ 175,297 $ 24,078 Stock-based compensation 4,488 5,966 4,625 3,768 1,656 Intangible asset amortization 13,216 15,192 8,624 8,707 8,026 Loss on extinguishment of debt — — — 4,202 — Other (a) 3,134 5,358 1,028 (863) 984 Pre-tax adjustments to net income 20,838 26,516 14,277 15,814 10,666 Tax effect (5,210) (6,629) (3,569) (3,954) (2,667) Adjusted net income $ 139,046 $ 221,175 $ 265,021 $ 187,157 $ 32,077 Weighted-average diluted common shares outstanding 36,616 38,657 43,630 47,286 47,819 Net income per diluted share $ 3.33 $ 5.13 $ 5.74 $ 3.64 $ 0.49 Adjusted net income per diluted share $ 3.80 $ 5.72 $ 6.07 $ 3.96 $ 0.67 (a) 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 August 8, 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.


 
14© Atkore Net Income to Adjusted EBITDA Reconciliation Consolidated Atkore Inc. Three months ended (in thousands) June 28, 2024 June 30, 2023 June 24, 2022 June 25, 2021 June 26, 2020 Net income $ 123,417 $ 201,288 $ 254,313 $ 175,297 $ 24,078 Interest expense, net 9,944 8,682 7,243 8,090 9,421 Income tax expense 34,531 18,931 88,041 61,654 8,672 Depreciation and amortization 29,932 30,105 20,428 20,166 18,316 Stock-based compensation 4,488 5,966 4,625 3,768 1,656 Other (a) 3,813 5,289 2,880 5,289 1,581 Adjusted EBITDA $ 206,124 $ 270,262 $ 377,530 $ 274,264 $ 63,724 (a) 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 August 8, 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.


 
15© Atkore Trailing Twelve Month Adjusted EBITDA Consolidated Atkore Inc. TTM Three months ended (in thousands) June 28, 2024 June 28, 2024 March 29, 2024 December 29, 2023 September 30, 2023 Net income $ 540,678 $ 123,417 $ 137,955 $ 138,381 $ 140,925 Interest expense, net 34,646 9,944 8,321 7,793 8,588 Income tax expense 135,144 34,531 31,804 29,272 39,537 Depreciation and amortization 119,260 29,932 29,455 29,020 30,853 Stock-based compensation 17,274 4,488 5,028 4,757 3,001 Other (a) 16,538 3,813 (649) 4,300 9,074 Adjusted EBITDA $ 863,539 $ 206,124 $ 211,914 $ 213,523 $ 231,978 (a) 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 forms 10-Q filed August 8, 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.


 
16© Atkore Total Debt to Net Debt Consolidated Atkore Inc. (in thousands) June 28, 2024 March 29, 2024 December 29, 2023 September 30, 2023 June 30, 2023 March 31, 2023 Long-term debt $ 764,300 $ 763,762 $ 763,225 $ 762,687 $ 762,149 $ 761,612 Total debt 764,300 763,762 763,225 762,687 762,149 761,612 Less cash and cash equivalents 303,657 368,050 $ 380,922 388,114 317,809 354,342 Net debt $ 460,643 $ 395,712 $ 382,303 $ 374,573 $ 444,340 $ 407,270


 
17© Atkore Free Cash Flow Reconciliation Consolidated Atkore Inc. Nine months ended (in thousands) June 28, 2024 June 30, 2023 Net cash provided by operating activities $ 349,957 $ 563,748 Capital expenditures (105,098) (122,535) Free Cash Flow $ 244,859 $ 441,213


 
18© Atkore Abbreviations listed in alphanumeric order Glossary of Terms Abbreviation Description 1H First Half 2H Second Half ABS Atkore Business System Adj. Adjusted AI Artificial Intelligence B Billion Capex Capital Expenditures DD% Double Digit Percentage EBITDA Earnings Before Interest, Taxes, Depreciation, & Amortization EPS Earnings Per Share Est. Estimated Excl. Excluding FX or F/X Foreign Exchange FY Fiscal Year GGAM Government Grant Accounting Model HDPE High Density Polyethylene HSD% High Single Digit Percentage IPO Initial Public Offering Abbreviation Description LDD% Low Double Digit Percentage LSD% Low Single Digit Percentage M Million M&A Mergers & Acquisitions MSD% Mid Single Digit Percentage PVC Polyvinyl Chloride Q1 First Quarter Q2 Second Quarter Q3 Third Quarter Q4 Fourth Quarter RSC Regional Service Center S&I Safety & Infrastructure TTM Trailing Twelve Months U.S. United States of America USD United States Dollar #X Number of Times YE Year End YTD Year to Date


 
19© Atkore atkore.com