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0001666138false00016661382025-02-042025-02-04

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): February 4, 2025
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 February 4, 2025, Atkore International Group Inc. (the "Company" or "Atkore") issued a press release announcing the Company’s financial results for its fiscal 2025 first quarter ended December 27, 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 February 4, 2025 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: February 4, 2025




EX-99.1 2 atkr1q25exhibit991.htm EX-99.1 Document
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Exhibit 99.1
Atkore Inc. Announces First Quarter 2025 Results

•Net sales of $661.6 million, down 17.1% versus prior year
•Net income per diluted share decreased by $2.30 versus prior year to $1.31; Adjusted net income per diluted share decreased by $2.49 versus prior year to $1.63
•Net income decreased by $92.0 million versus prior year to $46.3 million; Adjusted EBITDA decreased by $114.4 million versus prior year to $99.2 million
•Full-year Adjusted EBITDA outlook adjusted to $375 - $425 million; Adjusted net income per diluted share outlook adjusted to $5.75 - $6.85
•On January 30, 2025, Atkore’s Board of Directors declared a quarterly cash dividend of $0.32 per share of common stock payable on February 28, 2025, to stockholders of record on February 18, 2025.

HARVEY, IL. — February 4, 2025 (BUSINESS WIRE) - Atkore Inc. (the “Company” or “Atkore”) (NYSE: ATKR) announced earnings for its fiscal 2025 first quarter ended December 27, 2024.

“Atkore’s first quarter results were in line with the projections for Net sales, Adjusted EBITDA and Adjusted Diluted EPS we presented in November,” said Bill Waltz, Atkore President and Chief Executive Officer. “I am proud to highlight our net sales from our metal framing, cable management and construction services product area increased mid-single digits from the prior year. As we look forward to the next three quarters we anticipate continued momentum from these businesses.”

Waltz continued, “While being mindful of the competitive landscape in which we operate, we remain focused on executing our strategy and investing in the future of our Company. I am proud of our team’s continued focus on our growth initiatives related to water and global construction services and look forward to sharing more as we progress through fiscal 2025. Finally, we recently published our 2024 Sustainability Report highlighting progress towards our 2025 ESG goals and additional initiatives, including developing Environmental Product Declarations for core product offerings covering approximately half of Atkore’s global sales.”


2025 First Quarter Results
Three months ended
(in thousands) December 27, 2024 December 29, 2023 Change % Change
Net sales
Electrical $ 465,355  $ 593,661  $ (128,306) (21.6) %
Safety & Infrastructure 196,724  205,127  (8,403) (4.1) %
Eliminations (482) (306) (176) 57.5  %
Consolidated operations $ 661,597  $ 798,481  $ (136,884) (17.1) %
Net income $ 46,336  $ 138,381  $ (92,045) (66.5) %
Adjusted EBITDA 
Electrical $ 92,387  $ 204,360  $ (111,973) (54.8) %
Safety & Infrastructure 15,579  19,512  (3,933) (20.2) %
Unallocated (8,816) (10,349) 1,533  (14.8) %
Consolidated operations $ 99,150  $ 213,523  $ (114,373) (53.6) %


1

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Exhibit 99.1
Net sales decreased by $136.9 million or 17.1% to $661.6 million for the three months ended December 27, 2024, compared to $798.5 million for the three months ended December 29, 2023. The decrease in net sales is primarily attributed to decreased average selling prices across the Company’s products of $96.2 million and decreased sales volume of $43.8 million.

Gross profit decreased by $119.5 million, or 41.1%, to $171.1 million for the three months ended December 27, 2024, as compared to $290.5 million for the prior-year period. Gross margin decreased to 25.9% for the three months ended December 27, 2024, as compared to 36.4% for the prior-year period. Gross profit decreased primarily due to declines in average selling prices of $96.2 million, the impact of decreases in sales and cost of sales volume of $12.9 million, increased input costs of $7.0 million and increased freight costs of $4.9 million.

Net income decreased by $92.0 million, or 66.5%, to $46.3 million for the three months ended December 27, 2024 compared to $138.4 million for the prior-year period primarily due to lower gross profit of $119.5 million, partially offset by lower selling, general and administrative expense of $9.2 million, and lower income tax expense of $17.0 million.

Adjusted EBITDA decreased by $114.4 million, or 53.6%, to $99.2 million for the three months ended December 27, 2024 compared to $213.5 million for the three months ended December 29, 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 $1.31 for the three months ended December 27, 2024, as compared to $3.61 in the prior-year period. Adjusted net income per diluted share decreased by $2.49 to $1.63 for the three months ended December 27, 2024, as compared to $4.12 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 $128.3 million, or 21.6%, to $465.4 million for the three months ended December 27, 2024 compared to $593.7 million for the three months ended December 29, 2023. The decrease in net sales is primarily attributed to decreased average selling prices of $95.7 million and decreased sales volume of $33.3 million.

Adjusted EBITDA for the three months ended December 27, 2024 decreased by $112.0 million, or 54.8%, to $92.4 million from $204.4 million for the three months ended December 29, 2023. Adjusted EBITDA margin decreased to 19.9% for the three months ended December 27, 2024 compared to 34.4% for the three months ended December 29, 2023. The decreases in Adjusted EBITDA and Adjusted EBITDA margin were largely due to the decreases in average selling prices and sales volume.

Safety & Infrastructure

Net sales decreased by $8.4 million, or 4.1%, for the three months ended December 27, 2024 to $196.7 million compared to $205.1 million for the three months ended December 29, 2023. The decrease is primarily attributed to lower sales volume of $10.5 million.

Adjusted EBITDA decreased by $3.9 million, or 20.2%, to $15.6 million for the three months ended December 27, 2024 compared to $19.5 million for the three months ended December 29, 2023. Adjusted EBITDA margin decreased to 7.9% for the three months ended December 27, 2024 compared to 9.5% for the three months ended December 29, 2023. The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to lower sales volume.




2

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Exhibit 99.1
Liquidity & Capital Resources

On January 30, 2025, Atkore’s Board of Directors declared a quarterly cash dividend of $0.32 per share of common stock payable on February 28, 2025, to stockholders of record on February 18, 2025.

Full-Year Outlook1

The Company is adjusting its estimate for fiscal year 2025 Adjusted EBITDA to be approximately $375 million to $425 million, and adjusting its estimate for Adjusted net income per diluted share to $5.75 - $6.85.

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, February 4, 2025, 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 February 18, 2025. 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 $3.2B in sales in fiscal year 2024, we deliver sustainable solutions to meet the growing demands of electrification and digital transformation. To learn more, please visit www.atkore.com.

Dissemination of Company Information
Atkore intends to make future announcements regarding company developments and financial performance through its website, www.atkore.com, as well as through press releases, filings with the Securities and Exchange Commission, conference calls, media broadcasts, and webcasts.

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 2025 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
(in thousands, except per share data) December 27, 2024 December 29, 2023
Net sales $ 661,597  $ 798,481 
Cost of sales 490,509  507,941 
Gross profit 171,088  290,540 
Selling, general and administrative 91,451  100,615 
Intangible asset amortization 11,699  14,467 
Operating income 67,938  175,458 
Interest expense, net 8,209  7,793 
Other expense, net 1,133  12 
Income before income taxes 58,596  167,653 
Income tax expense 12,260  29,272 
Net income $ 46,336  $ 138,381 
Net income per share
Basic $ 1.32  $ 3.66 
Diluted $ 1.31  $ 3.61 


7


ATKORE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share data) December 27, 2024 September 30, 2024
Assets
Current Assets:
Cash and cash equivalents $ 310,444  $ 351,385 
Accounts receivable, less allowance for current and expected credit losses of $5,584 and $6,322, respectively
473,096  489,926 
Inventories, net 526,261  524,695 
Prepaid expenses and other current assets 173,749  158,382 
Total current assets 1,483,550  1,524,388 
Property, plant and equipment, net 655,283  652,093 
Intangible assets, net 326,944  340,431 
Goodwill 310,969  314,000 
Right-of-use assets, net 175,259  180,656 
Deferred tax assets 502  554 
Other long-term assets 9,238  9,281 
Total Assets $ 2,961,745  $ 3,021,403 
Liabilities and Equity
Current Liabilities:
Accounts payable 241,093  262,201 
Income tax payable 1,232  2,000 
Accrued compensation and employee benefits 30,540  44,723 
Customer liabilities 133,265  108,782 
Lease obligations 23,342  22,038 
Other current liabilities 59,848  71,122 
Total current liabilities 489,320  510,866 
Long-term debt 765,375  764,838 
Long-term lease obligations 158,474  164,328 
Deferred tax liabilities 25,600  26,574 
Other long-term liabilities 15,628  14,897 
Total Liabilities 1,454,397  1,481,503 
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 34,398,716 and 34,859,033 shares issued and outstanding, respectively
345  350 
Additional paid-in capital 509,487  509,254 
Retained earnings 1,034,100  1,049,390 
Accumulated other comprehensive loss (36,584) (19,094)
Total Equity 1,507,348  1,539,900 
Total Liabilities and Equity $ 2,961,745  $ 3,021,403 


8


ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three months ended
(in thousands) December 27, 2024 December 29, 2023
Operating activities:
Net income $ 46,336  $ 138,381 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 29,333  29,020 
Deferred income taxes (73) (1,668)
Stock-based compensation 6,097  4,757 
Amortization of right-of-use assets 8,690  6,140 
Other non-cash adjustments to net income 173  2,074 
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable 11,733  43,837 
Inventories (3,072) 2,015 
Prepaid expenses and other current assets (10,061) (9,140)
Accounts payable (6,963) (42,014)
Accrued and other liabilities (7,294) (15,946)
Income taxes (6,085) (260)
Other, net 5,560  910 
Net cash provided by operating activities 74,374  158,106 
Investing activities:
Capital expenditures (41,295) (44,331)
Acquisition of businesses, net of cash acquired —  (5,973)
Other, net 158  — 
Net cash used in investing activities (41,137) (50,304)
Financing activities:
Issuance of common stock, net of shares withheld for tax (5,864) (21,299)
Repurchase of common stock (50,011) (96,428)
Finance lease payments
(672) (427)
Dividends paid to shareholders (11,121) — 
Net cash used for financing activities (67,668) (118,154)
Effects of foreign exchange rate changes on cash and cash equivalents (6,510) 3,160 
Decrease in cash and cash equivalents (40,941) (7,192)
Cash and cash equivalents at beginning of period 351,385  388,114 
Cash and cash equivalents at end of period $ 310,444  $ 380,922 


9


Three months ended
(in thousands) December 27, 2024 December 29, 2023
Supplementary Cash Flow information
Capital expenditures, not yet paid $ 2,191  $ 5,030 
Operating lease right-of-use assets obtained in exchange for lease liabilities $ 1,791  $ 24,752 
Acquisitions of businesses, not yet paid $ —  $ — 
Free Cash Flow:
     Net cash provided by operating activities $ 74,374  $ 158,106 
     Capital expenditures (41,295) (44,331)
Free Cash Flow: $ 33,079  $ 113,775 

10


ATKORE INC.
ADJUSTED EBITDA

The following table presents reconciliations of Adjusted EBITDA to net income for the periods presented:
Three months ended
(in thousands) December 27, 2024 December 29, 2023
Net income $ 46,336  $ 138,381 
Interest expense, net 8,209  7,793 
Income tax expense 12,260  29,272 
Depreciation and amortization 29,333  29,020 
Stock-based compensation 6,097  4,757 
Other (a)
(3,085) 4,300 
Adjusted EBITDA $ 99,150  $ 213,523 
(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, 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
  December 27, 2024 December 29, 2023
(in thousands) Net sales Adjusted EBITDA  Adjusted EBITDA Margin Net sales Adjusted EBITDA  Adjusted EBITDA Margin
Electrical $ 465,355  $ 92,387  19.9  % $ 593,661  $ 204,360  34.4  %
Safety & Infrastructure 196,724  15,579  7.9  % 205,127  19,512  9.5  %
Eliminations (482) (306)
Consolidated operations $ 661,597  $ 798,481 









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
(in thousands, except per share data) December 27, 2024 December 29, 2023
Net income $ 46,336  $ 138,381 
Stock-based compensation 6,097  4,757 
Intangible asset amortization 11,699  14,467 
Other (a)
(3,441) 3,611 
Pre-tax adjustments to net income 14,355  22,835 
Tax effect (3,589) (5,709)
Adjusted net income $ 57,102  $ 155,507 
Diluted weighted average common shares outstanding 35,040  37,745 
Net income per diluted share $ 1.31  $ 3.61 
Adjusted net income per diluted share $ 1.63  $ 4.12 
(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, 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) December 27, 2024 September 30, 2024 June 28, 2024 March 29, 2024 December 29, 2023 September 30, 2023
Long-term debt $ 765,375  $ 764,838  $ 764,300  $ 763,762  $ 763,225  $ 762,687 
Total debt 765,375  764,838  764,300  763,762  763,225  762,687 
Less cash and cash equivalents 310,444  351,385  303,657  368,050  380,922  388,114 
Net debt $ 454,931  $ 413,453  $ 460,643  $ 395,712  $ 382,303  $ 374,573 
TTM Adjusted EBITDA (a)
$ 657,338  $ 771,713  $ 863,539  $ 927,676  $ 991,804  $ 1,042,127 
(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 September 30, 2024 can be found in Exhibit 99.1 to form 8-K filed November 21, 2024 and is incorporated by reference herein. The reconciliation of Adjusted EBITDA for the quarter ended June 28, 2024 can be found in Exhibit 99.1 to form 8-K filed August 6, 2024 and is incorporated by reference herein. 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.

ATKORE INC.

TRAILING TWELVE MONTHS ADJUSTED EBITDA

The following table presents a reconciliation of Adjusted EBITDA for the trailing twelve months (TTM) ended December 27, 2024:
TTM Three months ended
(in thousands) December 27, 2024 December 27, 2024 September 30, 2024 June 28, 2024 March 29, 2024
Net income $ 380,827  $ 46,336  $ 73,119  $ 123,417  $ 137,955 
Interest expense, net 36,000  8,209  9,526  9,944  8,321 
Income tax expense 97,353  12,260  18,759  34,531  31,804 
Depreciation and amortization 121,330  29,333  32,611  29,932  29,455 
Stock-based compensation 21,640  6,097  6,027  4,488  5,028 
Other (a)
187  (3,085) 108  3,813  (649)
Adjusted EBITDA $ 657,338  $ 99,150  $ 140,150  $ 206,124  $ 211,914 
(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, 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 q12025earningsdeck-vfx20.htm EX-99.2 q12025earningsdeck-vfx20
First Quarter 2025 Earnings Presentation and Business Update February 4, 2025


 
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 Q1 2025 Results & Business Update 1. See non-GAAP reconciliation in appendix. 798 788 662 Q1 2024 Q4 2024 Q1 2025 -16% 138 73 46 Q1 2024 Q4 2024 Q1 2025 -37% 214 140 99 Q1 2024 Q4 2024 Q1 2025 -29% 4.12 2.43 1.63 Q1 2024 Q4 2024 Q1 2025 -33% Net Sales $M Net Income $M Adjusted EBITDA1 $M Adjusted Diluted EPS1 $/share 3.61 2.02 1.31 Q1 2024 Q4 2024 Q1 2025 -35% Diluted EPS $/share Organic volume down 5% compared to double-digit percentage volume growth in Q1 2024 On track with organic investments – preparing new equipment to come online to support PVC and HDPE water products later in fiscal 2025; focused on progressing opportunities within our pipeline of global megaprojects Returned cash to shareholders by repurchasing $50M in stock and paying $11M in dividends in Q1 2025 Published 2024 Sustainability Report highlighting progress towards our 2025 ESG goals and additional initiatives, including developing EPDs for core product offerings covering approximately half of Atkore’s global sales Modifying FY 2025 Adjusted EBITDA Outlook to $375M - $425M Business Update


 
4© Atkore Q1 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) Q1 2025 Q1 2024 Y/Y Change Y/Y % Change Net Sales $661.6 $798.5 ($136.9) (17.1%) Operating Income $67.9 $175.5 ($107.5) (61.3%) Net Income $46.3 $138.4 ($92.0) (66.5%) Adjusted EBITDA1 $99.2 $213.5 ($114.4) (53.6%) Adjusted EBITDA Margin2 15.0% 26.7% (1170 bps) - Tax Rate 20.9% 17.5% 340 bps - Net Income Per Share (Diluted) $1.31 $3.61 ($2.30) (63.8%) Adjusted Diluted EPS1 $1.63 $4.12 ($2.49) (60.4%)


 
5© Atkore Consolidated Atkore Bridges 1. “Other” may include items such as F/X, M&A, productivity, solar tax credits, investments, interest and tax rate. 2. See non-GAAP reconciliation in appendix. Adjusted EBITDA Bridge2 Net Sales BridgeQ1 2025 $44 $96 $4 2024 Volume/Mix Price Other1 2025 $798M $662M $18 $96 $8 $7 2024 Volume/Mix Price Cost Changes Other1 2025 $214M $99M Net Sales % Change $4.12 $1.63 $2.55 $0.12 $0.06 2024 Quarterly Results Share Count Other1 2025 Adjusted Diluted EPS Bridge2 Volume/Mix (5%) Price (12%) Other1 0% Total (17%)


 
6© Atkore FY 2025 YTD Net Sales by Key Product Area1 Key Product Area Trends & Portfolio Update 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. FY 2025 YTD vs. FY 2024 YTD + MSD% - MSD% - HSD% - LSD% - DD% - 5% Mechanical Tube & Other Growth attributable to megaproject activity Full year expected to benefit from megaproject activity and contributions from new equipment in 2H 2025 Volume performance reflective of strong prior year comparison before import prices gained traction Monitoring the impact of potential tariffs Substantial comparison for PVC related products after double digit growth in Q1 2024 Import competition gaining momentum in PVC market Expect stimulus benefits for HDPE telecom products in late CY 2025 Full year expectations include growth from water related products Growth moderating from strong performance in Q4 2024 Patented and differentiated products recognized as best in class Downstream constraints for high voltage equipment impacting installation of utility scale solar projects Broader market softness in Q1 impacting demand FY 2024 YTD vs. FY 2023 YTD + HSD% + HSD% + DD% + MSD% + DD% + 13% Product Area Trends & Portfolio Updates Year-over-Year Volume/Mix % Change 27% 26% 19% 17% 11% $662M Metal Framing, Cable Management & Construction Services Plastic Pipe, Conduit & Fittings Metal Electrical Conduit & Fittings Electrical Cable & Flexible Conduit


 
7© Atkore Segment Results $33 $96 2024 Volume/Mix Price $0 Other1 2025 $594M $465M Q1 Net Sales Bridge $11 $1 $4 2024 Volume/Mix Price Other1 2025 $205M $197M Q1 Net Sales Bridge Electrical Safety & Infrastructure ($’s in millions) Q1 2025 Q1 2024 Y/Y Change Net Sales $465.4 $593.7 (21.6%) Adjusted EBITDA $92.4 $204.4 (54.8%) Adjusted EBITDA Margin 19.9% 34.4% (1450 bps) ($’s in millions) Q1 2025 Q1 2024 Y/Y Change Net Sales $196.7 $205.1 (4.1%) Adjusted EBITDA $15.6 $19.5 (20.2%) Adjusted EBITDA Margin 7.9% 9.5% (160 bps) 1. “Other” may include items such as F/X, M&A, productivity, solar tax credits, investments, interest and tax rate.


 
8© Atkore FY25 YTD Cash Bridge $M Cash & Balance Sheet Summary $74 $41 $50 $11 $13 FY24 YE Cash Balance Cash Flow From Operating Activities Capital Expenditures Stock Repurchases Dividend Payment Net Other Uses of Cash FY25 YTD Cash Balance $351M $310M 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 2025 Outlook O ut lo ok S um m ar y 1. Reconciliations of the forward-looking quarterly and full-year 2025 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 Q2 2025 Outlook FY 2025 Outlook Updates to FY 2025 Outlook Midpoint Net Sales $685M – $715M $2.85B – $2.95B ($0.15B) Adjusted EBITDA1 $85M – $95M $375M – $425M ($100M) Adjusted Diluted EPS1 $1.30– $1.50 $5.75 – $6.85 ($2.05) Interest Expense $38M – $42M – Tax Rate ~23% – 25% (100 bps) Capital Expenditures $100M – $125M – Stock Repurchases ≥$150M – Diluted Shares Outstanding2 33M – 35M – Net Sales Adjusted EBITDA1 Additional Comments Volume Growth LSD% – MSD% 30% – 35% Incremental Margin Volume growth across both segments inclusive of growth initiatives Price vs. Cost Price Down $395M – $435M Price vs. Cost Down $395M – $435M Impact driven primarily from PVC Conduit and Steel Conduit A ss um pt io ns


 
10© Atkore Atkore: A Compelling Investment Outstanding Financial Profile Strong liquidity position with a balance sheet ready to support and help drive future growth Differentiated & Diversified Product Portfolio Diverse portfolio of electrical infrastructure products that support a wide range of end market applications through all stages of construction Strong Secular Tailwinds Our products and solutions are critical to expanding access to renewable energy, grid hardening, investment in digital infrastructure and electrification Capital Deployment Model Focused on Shareholder Returns Disciplined approach to capital deployment focused on growing the business and returning cash to shareholders Opportunities for Growth Investing to enhance our capabilities to support global megaprojects and grow in water-related end markets for PVC and HDPE


 
11© Atkore Appendix


 
12© Atkore Segment Information Three months ended December 27, 2024 December 29, 2023 (in thousands) Net sales Adjusted EBITDA Adjusted EBITDA Margin Net sales Adjusted EBITDA Adjusted EBITDA Margin Electrical $ 465,355 $ 92,387 19.9 % $ 593,661 $ 204,360 34.4 % Safety & Infrastructure 196,724 15,579 7.9 % 205,127 19,512 9.5 % Eliminations (482) (306) Consolidated operations $ 661,597 $ 798,481


 
13© Atkore Consolidated Atkore Inc. Adjusted Diluted EPS Reconciliation (Adjusted Net Income Per Diluted Share) Three months ended (in thousands, except per share data) December 27, 2024 September 30, 2024 December 29, 2023 Net income $ 46,336 $ 73,119 $ 138,381 Stock-based compensation 6,097 6,027 4,757 Intangible asset amortization 11,699 13,607 14,467 Other (a) (3,441) (1,610) 3,611 Pre-tax adjustments to net income 14,355 18,024 22,835 Tax effect (3,589) (4,506) (5,709) Adjusted net income $ 57,102 $ 86,637 $ 155,507 Weighted-average diluted common shares outstanding 35,040 35,668 37,745 Net income per diluted share $ 1.31 $ 2.02 $ 3.61 Adjusted net income per diluted share $ 1.63 $ 2.43 $ 4.12 (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, 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) December 27, 2024 September 30, 2024 December 29, 2023 Net income $ 46,336 $ 73,119 $ 138,381 Interest expense, net 8,209 9,526 7,793 Income tax expense 12,260 18,759 29,272 Depreciation and amortization 29,333 32,611 29,020 Stock-based compensation 6,097 6,027 4,757 Other (a) (3,085) 108 4,300 Adjusted EBITDA $ 99,150 $ 140,150 $ 213,523 (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, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, transaction and restructuring costs.


 
15© Atkore Total Debt to Net Debt Consolidated Atkore Inc. (in thousands) December 27, 2024 September 30, 2024 June 28, 2024 March 29, 2024 December 29, 2023 September 30, 2023 Long-term debt $ 765,375 $ 764,838 $ 764,300 $ 763,762 $ 763,225 $ 762,687 Total debt 765,375 764,838 764,300 763,762 763,225 762,687 Less cash and cash equivalents 310,444 351,385 $ 303,657 368,050 380,922 388,114 Net debt $ 454,931 $ 413,453 $ 460,643 $ 395,712 $ 382,303 $ 374,573


 
16© Atkore Free Cash Flow Reconciliation Consolidated Atkore Inc. Three months ended (in thousands) December 27, 2024 December 29, 2023 Net cash provided by operating activities $ 74,374 $ 158,106 Capital expenditures (41,295) (44,331) Free Cash Flow $ 33,079 $ 113,775


 
17© 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 CY Calendar Year DD% Double Digit Percentage EBITDA Earnings Before Interest, Taxes, Depreciation, & Amortization EPD Environmental Product Declaration EPS Earnings Per Share ESG Environmental, Social, and Governance Est. Estimated Excl. Excluding FX or F/X Foreign Exchange FY Fiscal Year HDPE High Density Polyethylene HSD% High Single Digit Percentage Abbreviation Description IPO Initial Public Offering 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 Fiscal Quarter Q2 Second Fiscal Quarter Q3 Third Fiscal Quarter Q4 Fourth Fiscal 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


 
18© Atkore atkore.com