Atkore Inc 8-K, filed Nov 18, 2021
Atkore Inc. (ATKR)
8-K
2021-11-18
For: 2021-11-18
View Original
Added on
April 08, 2026
About this 8-K
Atkore Inc filed this 8-K on November 18, 2021.
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): November 18, 2021
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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)
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||
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 November 18, 2021, Atkore Inc. (the "Company" or "Atkore") issued a press release announcing the Company’s financial results for the fourth fiscal quarter and year ended September 30, 2021. 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 November 18, 2021 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 INTERNATIONAL GROUP INC.
By: /s/ Daniel S. Kelly
Daniel S. Kelly
Vice President, General Counsel and Secretary
Vice President, General Counsel and Secretary
Date: November 18, 2021
 | Exhibit 99.1 | |||||||
Atkore Inc. Announces Fourth Quarter 2021 Results
Fourth-Quarter Highlights
•Record quarterly net income in the fourth quarter 2021
•Net income per diluted share increased to $4.26 from $1.11; Adjusted net income per diluted share increased to $4.39 from $1.18
•Net income increased by $148.3 million to $202.6 million; Adjusted EBITDA increased by $194.7 million to $292.9 million
Fiscal 2021 Highlights
•Record full year net income
•Net income per diluted share increased to $12.19 from $3.10; Adjusted net income per diluted share increased to $12.98 from $3.78
•Net income increased by $435.6 million to $587.9 million; Adjusted EBITDA increased to $897.5 million from $326.6 million
•Ending cash balance of $576.3 million; net cash provided by operating activities of $572.9 million; Free Cash Flow of $508.4 million
Additional Highlights
•Awarded U.S. Patent #11,101,056 for new MC GlideTM armored cable product
•The Board of Directors approved a new share repurchase authorization of $400 million over the next two years
HARVEY, IL. — November 18, 2021 (BUSINESS WIRE) - Atkore Inc. (the “Company” or “Atkore”) (NYSE: ATKR) announced earnings for its fiscal 2021 full year and fourth quarter ended September 30, 2021 (“fourth quarter”).
“Atkore delivered outstanding earnings in the fourth quarter and for the full Fiscal Year 2021, driven by our leading position in PVC electrical conduit and solid volume recovery,” remarked Bill Waltz, Atkore President and Chief Executive Officer. “Our MC GlideTM product, which received a U.S. patent in the fourth quarter, continues to be well-received by customers due to its ability to speed up construction times and reduce overall costs – two clear advantages in today’s environment. We remained focused in our execution of the Atkore Business System, which enabled us to generate approximately $573 million in cash from operations this year, strengthen our balance sheet, return $135 million in cash to stockholders via share repurchases and acquire three companies that will enhance and improve our position in the market for years to come.”
Waltz continued, “As we enter fiscal 2022, we continue to invest in our business to drive value with a focus across our three key conduits of growth: advancing new product innovations, such as MC Glide, improving cross-selling opportunities in our focused product categories and strategically engaging our M&A pipeline to strengthen our portfolio. Through these efforts and supported by the megatrends of electrification and digitization, we expect to generate solid cash flow from operating activities, and deploy over $1 billion in cash to drive value creation over the next couple of years. We are increasing our projections for capital expenditures in fiscal 2022 up to approximately $80 to $90 million, and we are pleased to announce a new share repurchase program of $400 million over the next two years. Across Atkore, we are working to create an even stronger business for the future for the benefit of our employees, customers, shareholders and communities.”
The Company reported triple digit percentage year-over-year improvements in net income, adjusted EBITDA, diluted EPS and adjusted EPS for its fourth quarter and full year fiscal 2021.
1
| Exhibit 99.1 | |||||||
2021 Fourth Quarter Results
| Three Months Ended | |||||||||||||||||||||||
| (in thousands) | September 30, 2021 | September 30, 2020 | Change | Change % | |||||||||||||||||||
| Net sales | |||||||||||||||||||||||
| Electrical | $ | 697,492 | $ | 350,631 | $ | 346,861 | 98.9 | % | |||||||||||||||
| Safety & Infrastructure | 227,361 | 127,505 | 99,856 | 78.3 | % | ||||||||||||||||||
| Eliminations | (1,122) | (716) | (406) | 56.7 | % | ||||||||||||||||||
| Consolidated operations | $ | 923,731 | $ | 477,420 | $ | 446,311 | 93.5 | % | |||||||||||||||
| Net income | $ | 202,561 | $ | 54,241 | $ | 148,320 | 273.4 | % | |||||||||||||||
| Adjusted EBITDA | |||||||||||||||||||||||
| Electrical | $ | 283,945 | $ | 91,907 | $ | 192,038 | 208.9 | % | |||||||||||||||
| Safety & Infrastructure | 29,015 | 17,056 | 11,959 | 70.1 | % | ||||||||||||||||||
| Unallocated | (20,029) | (10,767) | (9,262) | 86.0 | % | ||||||||||||||||||
| Consolidated operations | $ | 292,931 | $ | 98,196 | $ | 194,735 | 198.3 | % | |||||||||||||||
Net sales for the fourth quarter of 2021 increased to $923.7 million, an increase of 93.5% compared to $477.4 million for the prior-year period, primarily due to higher average selling prices of $391.3 million and higher sales volume of $24.8 million within both the Electrical and Safety & Infrastructure segments. Additionally, entities acquired during fiscal 2021, to include Queen City Plastics and FRE Composites Group, contributed to the increase in net sales by $27.8 million.
Gross profit increased by $210.2 million to $357.3 million for the fourth quarter of 2021, as compared to $147.1 million for the prior-year period. Gross margins increased from 30.8% in the prior year period to 38.7% in the fourth quarter fiscal 2021 due to higher average selling prices of $391.3 million, partially offset by higher input costs of steel, copper and PVC resin of $183.5 million.
Selling, general and administrative expenses increased $28.0 million or 51.1%, to $82.8 million for the fourth quarter of 2021, as compared to $54.8 million for the prior-year period. The increase was primarily driven by commissions of $9.7 million, variable compensation of $8.4 million, increased general spending on business improvement initiatives of $8.7 million, and the acquisition of Queen City Plastics and FRE Composites Group of $2.4 million partially offset by a gain on sale of assets of $3.8 million.
Net income increased $148.3 million to $202.6 million for the fourth quarter of 2021, as compared to $54.2 million for the prior-year period, due to higher operating income of $181.7 million. Adjusted net income increased $148.5 million to $205.1 million compared to $56.5 million for the prior-year period.
Adjusted EBITDA increased $194.7 million, or 198.3%, to $292.9 million for the fourth quarter of 2021, as compared to $98.2 million for the prior-year period. Net income margin increased from 11.4% in the prior-year period to 21.9% and Adjusted EBITDA Margin increased 1,110 basis points from 20.6% to 31.7%.
Net income per diluted share was $4.26 for the fourth quarter of 2021, an increase of $3.15 from the prior-year period. Adjusted net income per diluted share was $4.39 per share for the fourth quarter of 2021 compared to $1.18 for the prior-year period.
2
| Exhibit 99.1 | |||||||
Segment Results
Electrical
Electrical net sales increased $346.9 million, or 98.9%, to $697.5 million for the fourth quarter of 2021, as compared to $350.6 million for the prior-year period. The increase in net sales is primarily attributed to increased average selling prices of $304.1 million which were mostly driven by the plastic pipe and conduit category, the metal electrical conduit and fittings product categories and increased net sales of $27.6 million from the acquisitions of Queen City Plastics and FRE Composites Group. Pricing for PVC products, as well as other parts of the business, are expected to return to more normal historical levels over time, but that time is uncertain. Additionally, sales volume increased $11.3 million driven by increased volumes across all product categories.
Adjusted EBITDA increased $192.0 million, or 208.9%, to $283.9 million for the fourth quarter of 2021, as compared to $91.9 million for the prior-year period, and Adjusted EBITDA Margin increased from 26.2% to 40.7%. The increase in Adjusted EBITDA and Adjusted EBITDA margins was largely due to higher average selling prices in relation to changes in input costs, operational efficiencies and contributions from the acquisitions of Queen City Plastics and FRE Composites Group.
Safety & Infrastructure
Safety & Infrastructure net sales increased $99.9 million, or 78.3%, to $227.4 million for the fourth quarter of 2021, as compared to $127.5 million for the prior-year period. The increase is attributed to increased average selling prices of $87.1 million driven by higher input costs of steel, and by higher volumes of $13.5 million primarily driven by increases across all product categories.
Adjusted EBITDA increased $12.0 million, or 70.1%, to $29.0 million for the fourth quarter 2021, as compared to $17.1 million for the prior-year period. Adjusted EBITDA Margin decreased to 12.8% from 13.4%. The Adjusted EBITDA increase was primarily driven by the increase in average selling prices, while lag in pricing created downward pressure on EBITDA margins.
Fiscal 2021 Full-Year Results
Net sales for fiscal 2021 increased $1,162.6 million to $2,928.0 million, an increase of 65.9%, compared to $1,765.4 million for fiscal 2020. The increase in net sales is primarily attributed to increased average selling prices of $977.9 million which were mostly driven by the plastic pipe and conduit category within the Electrical segment and increased net sales of $79.1 million due to the acquisitions of Queen City Plastics and FRE Composites Group. Pricing for PVC products, as well as other parts of the business, are expected to return to more normal historical levels over time, but that time is uncertain. The increase in net sales was also driven by an increase in sales volume of $88.4 million across the majority of product categories within both the Electrical and the Safety & Infrastructure segments.
Gross profit for fiscal 2021 increased $634.3 million to $1,125.6 million, an increase of 129.1%, compared to $491.3 million for fiscal 2020. Gross margin increased to 38.4% in fiscal 2021 compared to 27.8% in fiscal 2020 due to higher average selling prices of $977.9 million, partially offset by higher input costs of steel, copper and PVC resin of $386.5 million.
Selling, general and administrative expenses increased $73.5 million, or 33.5%, to $293.0 million for fiscal 2021 compared to $219.5 million for fiscal 2020. The increase was primarily due to higher variable compensation of $24.1 million, higher sales commission expense of $22.4 million, increased general spending on business improvement initiatives of $10.8 million, the acquisitions of Queen City Plastics and the FRE Composites Group of $5.4 million, and higher stock compensation expense of $3.5 million partially offset by productivity efficiencies of $4.1 million.
Net income increased $435.6 million to $587.9 million for fiscal 2021, as compared to $152.3 million for fiscal 2020. Adjusted net income increased $432.6 million to $614.0 million for fiscal 2021 compared to $181.5 million for fiscal 2020. The increase in both net income and adjusted net income was primarily driven by higher operating income of $559.4 million.
3
| Exhibit 99.1 | |||||||
Adjusted EBITDA increased $570.9 million or 174.8%, to $897.5 million for fiscal 2021, as compared to $326.6 million for fiscal 2020. The increase was primarily due higher operating income.
Net income per diluted share on a GAAP basis was $12.19 for fiscal 2021, an increase of $9.09 from fiscal 2020. Adjusted net income per diluted share was $12.98 for fiscal 2021 compared to $3.78 for fiscal 2020.
Liquidity & Capital Resources
During fiscal 2021, operating activities provided $572.9 million of cash, compared to $248.8 million during fiscal year 2020. Free cash flow increased to $508.4 million for fiscal 2021 from $215.0 million in fiscal year 2020. The increase in cash provided by operating activities and free cash flow was primarily due to operating income.
During the year ended September 30, 2021, the Company refinanced its previous debt under the First Lien Term Loan Facility with new debt under the $400 million Senior Notes and $400 million New Senior Secured Term Loan Facility. In the fourth quarter of fiscal 2021, the Company made a voluntary prepayment of $26 million on the New Senior Secured Term Loan Facility. The principal repayment in the fourth quarter, combined with the lower balances after the refinancing transactions and the increases in cash on hand and Adjusted EBITDA resulted in a reduction in the net debt leverage ratio to 0.2 as of September 30, 2021 from 1.6 as of September 30, 2020.
Fiscal 2022 First Quarter Outlook1
The Company expects the first quarter of fiscal 2022 Adjusted EBITDA to be in the range of $230 - $250 million and Adjusted net income per diluted share to be in the range of $3.30 - $3.60.
Full Year 2022 Outlook1
The Company expects fiscal year 2022 Adjusted EBITDA to be in the range of $650-$700 million and Adjusted net income per diluted share to be in the range of $9.20 - $10.00.
The Company notes that the outlook provided 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, November 18, 2021, at 8 a.m. Eastern time, to discuss the Company’s financial results. The conference call may be accessed by dialing (833) 968-2233 (domestic) or (825) 312-2056 (international). The call will be available for replay until December 9, 2021. The replay can be accessed by dialing (800) 585-8367, or for international callers, (416) 621-4642. The passcode for the live call and the replay is 6898317.
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 http://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 http://investors.atkore.com.
About Atkore Inc.
Atkore is forging a future where our employees, customers, suppliers, shareholders and communities are building better together – a future focused on serving the customer and powering and protecting the world. With a network of manufacturing and distribution facilities worldwide, Atkore is a leading provider of electrical, safety and infrastructure solutions. To learn more, please visit www.atkore.com.
1 Reconciliations of the forward-looking full-year and fiscal first quarter 2022 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.
4
| Exhibit 99.1 | |||||||
Contact:
| Lisa Winter | ||
| Vice President - Communications | ||
| 708-225-2453 | ||
| LWinter@atkore.com | ||
| John Deitzer | ||
| Vice President - Treasury and Investor Relations | ||
| 708-225-2124 | ||
| JDeitzer@atkore.com | ||
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 discussed or referenced under the caption “Risk Factors” in our Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on November 18, 2021 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, such as the novel coronavirus (COVID-19) pandemic; 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
5
| Exhibit 99.1 | |||||||
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, increase in 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; 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 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.
Non-GAAP Financial Information
This press release includes certain financial information, not prepared in accordance with 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, in the preparation of our annual operating budgets and 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), adjusted to exclude income tax expense, depreciation and amortization, interest expense, net, loss on extinguishment of debt, restructuring charges, stock-based compensation, certain legal matters, transaction costs, gain on purchase of a business, gain on sale of a business 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, and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives. 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 loss on extinguishment of debt, stock-based compensation, intangible asset amortization, gain on purchase of a business, certain legal matters and other items, and the income tax expense or benefit on the foregoing adjustments that are subject to income tax. We define Adjusted net income per share as basic and diluted net income per share excluding the per share impact of gain (loss) on extinguishment of debt, stock-based compensation, intangible asset amortization, gain on sale of a business, certain legal matters and other items, and the income tax expense or benefit on the foregoing adjustments that are subject to income tax.
6
| Exhibit 99.1 | |||||||
Leverage Ratio - Net debt/Adjusted EBITDA
We define leverage ratio as the ratio of net debt (total debt less cash and cash equivalents) to Adjusted EBITDA on a trailing twelve-month basis. We believe the leverage ratio is useful to investors as an alternative liquidity measure.
Free Cash Flow
We define Free Cash Flow as net cash provided by operating activities less capital expenditures. We believe that Free Cash Flow provides meaningful information regarding the Company’s liquidity.
7
ATKORE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended | Fiscal Year Ended | ||||||||||||||||||||||
| (in thousands, except per share data) | September 30, 2021 | September 30, 2020 | September 30, 2021 | September 30, 2020 | |||||||||||||||||||
| Net sales | $ | 923,731 | $ | 477,420 | $ | 2,928,014 | $ | 1,765,421 | |||||||||||||||
| Cost of sales | 566,431 | 330,366 | 1,802,401 | 1,274,107 | |||||||||||||||||||
| Gross profit | 357,300 | 147,054 | 1,125,613 | 491,314 | |||||||||||||||||||
| Gross Margin | 38.7 | % | 30.8 | % | 38.4 | % | 27.8 | % | |||||||||||||||
| Selling, general and administrative | 82,769 | 54,762 | 293,019 | 219,496 | |||||||||||||||||||
| Intangible asset amortization | 8,581 | 8,052 | 33,644 | 32,262 | |||||||||||||||||||
| Operating income | 265,950 | 84,240 | 798,950 | 239,556 | |||||||||||||||||||
| Interest expense, net | 8,139 | 9,457 | 32,899 | 40,062 | |||||||||||||||||||
| Loss on extinguishment of debt | — | 273 | 4,202 | 273 | |||||||||||||||||||
| Other income, net | (9,972) | (315) | (18,152) | (2,777) | |||||||||||||||||||
| Income before income taxes | 267,783 | 74,825 | 780,001 | 201,998 | |||||||||||||||||||
| Income tax expense | 65,222 | 20,584 | 192,144 | 49,696 | |||||||||||||||||||
| Net income | $ | 202,561 | $ | 54,241 | $ | 587,857 | $ | 152,302 | |||||||||||||||
| Net income per share | |||||||||||||||||||||||
| Basic | $ | 4.32 | $ | 1.12 | $ | 12.38 | $ | 3.15 | |||||||||||||||
| Diluted | $ | 4.26 | $ | 1.11 | $ | 12.19 | $ | 3.10 | |||||||||||||||
8
ATKORE INC.
CONSOLIDATED BALANCE SHEETS
| (in thousands, except share and per share data) | September 30, 2021 | September 30, 2020 | |||||||||
| Assets | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | 576,289 | $ | 284,471 | |||||||
| Accounts receivable, less allowance for current and expected credit losses of $2,510 and $3,168, respectively | 524,926 | 298,242 | |||||||||
| Inventories, net | 285,989 | 199,095 | |||||||||
| Prepaid expenses and other current assets | 34,248 | 46,868 | |||||||||
| Total current assets | 1,421,452 | 828,676 | |||||||||
| Property, plant and equipment, net | 275,622 | 243,891 | |||||||||
| Intangible assets, net | 241,204 | 255,349 | |||||||||
| Goodwill | 199,048 | 188,239 | |||||||||
| Right-of-use assets, net | 41,113 | 38,692 | |||||||||
| Deferred income taxes | 29,693 | 687 | |||||||||
| Other long-term assets | 1,967 | 2,991 | |||||||||
| Total Assets | $ | 2,210,099 | $ | 1,558,525 | |||||||
| Liabilities and Equity | |||||||||||
| Current Liabilities: | |||||||||||
| Accounts payable | $ | 243,164 | $ | 142,601 | |||||||
| Income tax payable | 72,953 | 1,360 | |||||||||
| Accrued compensation and employee benefits | 57,437 | 32,836 | |||||||||
| Customer liabilities | 80,324 | 35,802 | |||||||||
| Lease obligations | 11,785 | 15,786 | |||||||||
| Other current liabilities | 59,273 | 47,785 | |||||||||
| Total current liabilities | 524,936 | 276,170 | |||||||||
| Long-term debt | 758,386 | 803,736 | |||||||||
| Long-term lease obligations | 30,236 | 24,143 | |||||||||
| Deferred income taxes | 16,746 | 22,525 | |||||||||
| Other long-term tax liabilities | 735 | 1,619 | |||||||||
| Pension liabilities | 3,819 | 40,023 | |||||||||
| Other long-term liabilities | 10,505 | 11,899 | |||||||||
| Total Liabilities | 1,345,363 | 1,180,115 | |||||||||
| Equity: | |||||||||||
| Common stock, $0.01 par value, 1,000,000,000 shares authorized, 45,997,159 and 47,407,023 shares issued and outstanding, respectively | 461 | 475 | |||||||||
| Treasury stock, held at cost, 260,900 and 260,900 shares, respectively | (2,580) | (2,580) | |||||||||
| Additional paid-in capital | 506,921 | 487,223 | |||||||||
| Retained earnings | 388,660 | (64,154) | |||||||||
| Accumulated other comprehensive loss | (28,726) | (42,554) | |||||||||
| Total Equity | 864,736 | 378,410 | |||||||||
| Total Liabilities and Equity | $ | 2,210,099 | $ | 1,558,525 | |||||||
9
ATKORE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| (in thousands) | September 30, 2021 | September 30, 2020 | |||||||||
| Operating activities | |||||||||||
| Net income | $ | 587,857 | $ | 152,302 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities | |||||||||||
| Depreciation and amortization | 78,557 | 74,470 | |||||||||
| Amortization of debt issuance costs and original issue discount | 2,497 | 1,876 | |||||||||
| Deferred income taxes | (43,306) | 4,483 | |||||||||
| Loss on extinguishment of debt | 4,202 | 273 | |||||||||
| Provision for losses on accounts receivable and inventory | 645 | 5,014 | |||||||||
| Stock-based compensation expense | 17,047 | 13,064 | |||||||||
| Amortization of right of use asset | 14,515 | 14,803 | |||||||||
| Loss on disposal of property, plant, & equipment | 141 | 3,001 | |||||||||
| Gain on purchase of business | (731) | — | |||||||||
| Other adjustments to net income | 382 | (844) | |||||||||
| Changes in operating assets and liabilities, net of effects from acquisitions | |||||||||||
| Accounts receivable | (219,659) | 16,920 | |||||||||
| Inventories | (81,544) | 24,642 | |||||||||
| Prepaid expenses and other current assets | (6,462) | (11,164) | |||||||||
| Accounts payable | 98,444 | (5,835) | |||||||||
| Income taxes | 80,291 | (6,261) | |||||||||
| Accrued and other liabilities | 63,459 | (32,942) | |||||||||
| Other, net | (23,433) | (5,040) | |||||||||
| Net cash provided by operating activities | 572,902 | 248,762 | |||||||||
| Investing activities | |||||||||||
| Capital expenditures | (64,474) | (33,770) | |||||||||
| Insurance proceeds from sale of properties, plant and equipment | 9,627 | 2,337 | |||||||||
| Proceeds from sale of properties, plant and equipment | 81 | 3,920 | |||||||||
| Acquisitions of businesses, net of cash acquired | (43,195) | — | |||||||||
| Net cash used for investing activities | (97,961) | (27,513) | |||||||||
| Financing activities | |||||||||||
| Repayments of short-term debt | (4,000) | — | |||||||||
| Issuance of long-term debt | 798,000 | — | |||||||||
| Repayments of long-term debt | (835,120) | (40,000) | |||||||||
| Issuance of common stock, net of taxes withheld | 2,660 | (2,972) | |||||||||
| Repurchase of common stock | (135,066) | (15,011) | |||||||||
| Payments for debt financing costs and fees | (10,930) | (3,204) | |||||||||
| Other, net | — | 8 | |||||||||
| Net cash used for financing activities | (184,456) | (61,179) | |||||||||
| Effects of foreign exchange rate changes on cash and cash equivalents | 1,333 | 986 | |||||||||
| Increase (decrease) in cash and cash equivalents | 291,818 | 161,056 | |||||||||
| Cash and cash equivalents at beginning of period | 284,471 | 123,415 | |||||||||
| Cash and cash equivalents at end of period | $ | 576,289 | $ | 284,471 | |||||||
10
| (in thousands) | September 30, 2021 | September 30, 2020 | |||||||||
| Supplementary Cash Flow information | |||||||||||
| Interest paid | $ | 23,726 | $ | 38,791 | |||||||
| Income taxes paid, net of refunds | 155,114 | 50,993 | |||||||||
| Capital expenditures, not yet paid | 1,094 | 1,278 | |||||||||
| Operating cash flows from cash paid on operating lease liabilities | 13,035 | 12,939 | |||||||||
| Operating lease right-of-use assets obtained in exchange for lease liabilities | 13,538 | 15,278 | |||||||||
| Free Cash Flow: | |||||||||||
| Net cash provided by operating activities | 572,902 | 248,762 | |||||||||
| Capital expenditures | (64,474) | (33,770) | |||||||||
| Free Cash Flow: | 508,428 | 214,992 | |||||||||
11
The following table presents reconciliations of Adjusted EBITDA to net income for the periods presented:
| Three Months Ended | Fiscal Year Ended | |||||||||||||||||||||||||
| (in thousands) | September 30, 2021 | September 30, 2020 | September 30, 2021 | September 30, 2020 | ||||||||||||||||||||||
| Net income | $ | 202,561 | $ | 54,241 | $ | 587,857 | $ | 152,302 | ||||||||||||||||||
| Income tax expense | 65,222 | 20,584 | 192,144 | 49,696 | ||||||||||||||||||||||
| Depreciation and amortization | 20,082 | 18,946 | 78,557 | 74,470 | ||||||||||||||||||||||
| Interest expense, net | 8,139 | 9,457 | 32,899 | 40,062 | ||||||||||||||||||||||
| Stock-based compensation | 2,889 | 3,762 | 17,047 | 13,064 | ||||||||||||||||||||||
| Loss on extinguishment of debt | — | 273 | 4,202 | 273 | ||||||||||||||||||||||
| Gain on purchase of a business | — | — | (731) | — | ||||||||||||||||||||||
| Other (a) | (5,962) | (9,067) | (14,428) | (3,232) | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 292,931 | $ | 98,196 | $ | 897,547 | $ | 326,635 | ||||||||||||||||||
| (a) Represents 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 and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans, restructuring charges, transaction costs and related forward currency derivatives. | ||||||||||||||||||||||||||
The following tables represent calculations of Adjusted EBITDA Margin by segment for the periods presented:
| Fiscal year ended | |||||||||||||||||||||||||||||||||||
| September 30, 2021 | September 30, 2020 | ||||||||||||||||||||||||||||||||||
| (in thousands) | Net sales | Adjusted EBITDA | Adjusted EBITDA Margin | Net sales | Adjusted EBITDA | Adjusted EBITDA Margin | |||||||||||||||||||||||||||||
| Electrical | $ | 2,233,299 | $ | 873,868 | 39.1 | % | $ | 1,270,547 | $ | 292,809 | 23.0 | % | |||||||||||||||||||||||
| Safety & Infrastructure | 698,320 | $ | 81,827 | 11.7 | % | 497,523 | $ | 67,821 | 13.6 | % | |||||||||||||||||||||||||
| Eliminations | (3,605) | (2,649) | |||||||||||||||||||||||||||||||||
| Consolidated operations | $ | 2,928,014 | $ | 1,765,421 | |||||||||||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| September 30, 2021 | September 30, 2020 | ||||||||||||||||||||||||||||||||||
| (in thousands) | Net sales | Adjusted EBITDA | Adjusted EBITDA Margin | Net sales | Adjusted EBITDA | Adjusted EBITDA Margin | |||||||||||||||||||||||||||||
| Electrical | $ | 697,492 | $ | 283,945 | 40.7 | % | $ | 350,631 | $ | 91,907 | 26.2 | % | |||||||||||||||||||||||
| Safety & Infrastructure | 227,361 | $ | 29,015 | 12.8 | % | 127,505 | $ | 17,056 | 13.4 | % | |||||||||||||||||||||||||
| Eliminations | (1,122) | (716) | |||||||||||||||||||||||||||||||||
| Consolidated operations | $ | 923,731 | $ | 477,420 | |||||||||||||||||||||||||||||||
The following table presents calculations of Adjusted EBITDA Margin for Atkore Inc. for the periods presented:
| Three Months Ended | Fiscal Year Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | September 30, 2021 | September 30, 2020 | Change | % Change | September 30, 2021 | September 30, 2020 | Change | % Change | |||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 923,731 | $ | 477,420 | $ | 446,311 | 93.5 | % | $ | 2,928,014 | $ | 1,765,421 | $ | 1,162,593 | 65.9 | % | |||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 292,931 | $ | 98,196 | $ | 194,735 | 198.3 | % | $ | 897,547 | $ | 326,635 | $ | 570,912 | 174.8 | % | |||||||||||||||||||||||||||||||
| Adjusted EBITDA Margin | 31.7 | % | 20.6 | % | 30.7 | % | 18.5 | % | |||||||||||||||||||||||||||||||||||||||
12
The following table presents reconciliations of Adjusted net income to net income for the periods presented:
| Three Months Ended | Fiscal Year Ended | ||||||||||||||||||||||
| (in thousands, except per share data) | September 30, 2021 | September 30, 2020 | September 30, 2021 | September 30, 2020 | |||||||||||||||||||
| Net income | $ | 202,561 | $ | 54,241 | $ | 587,857 | $ | 152,302 | |||||||||||||||
| Stock-based compensation | 2,889 | 3,762 | 17,047 | 13,064 | |||||||||||||||||||
| Intangible asset amortization | 8,581 | 8,052 | 33,644 | 32,262 | |||||||||||||||||||
| Gain on purchase of business | — | — | (731) | — | |||||||||||||||||||
| Loss on extinguishment of debt | — | 273 | 4,202 | 273 | |||||||||||||||||||
| Other (a) | (8,149) | (9,029) | (19,281) | (6,712) | |||||||||||||||||||
| Pre-tax adjustments to net income | 3,321 | 3,058 | 34,881 | 38,887 | |||||||||||||||||||
| Tax effect | (830) | (765) | (8,720) | (9,722) | |||||||||||||||||||
| Adjusted net income | $ | 205,052 | $ | 56,534 | $ | 614,018 | $ | 181,467 | |||||||||||||||
| Weighted-Average Diluted Common Shares Outstanding | 46,682 | 47,925 | 47,306 | 48,044 | |||||||||||||||||||
| Net income per diluted share (b) | $ | 4.26 | $ | 1.11 | $ | 12.19 | $ | 3.10 | |||||||||||||||
| Adjusted net income per diluted share (c) | $ | 4.39 | $ | 1.18 | $ | 12.98 | $ | 3.78 | |||||||||||||||
| (a) Represents 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 and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives. | |||||||||||||||||||||||
| (b) The Company calculates basic and diluted net income per common share using the two-class method. Under the two-class method, net earnings are allocated to each class of common stock and participating securities as if all the net earnings for the period had been distributed. The Company's participating securities consist of share-based payment awards that contain a non-forfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common stockholders. Included within the calculation of net income per diluted share is 11,380 and 3,356 of undistributed earnings allocated to participating securities for fiscal years ended 2021 and 2020. Included within the calculation of net income per diluted share is See Note 8, “Earnings Per Share” in our Annual Report on Form 10-K. | |||||||||||||||||||||||
| (c) Adjusted net income per diluted share is calculated by taking adjusted net income and divided by the weighted-average diluted common shares outstanding. | |||||||||||||||||||||||
The following table presents reconciliations of Net Debt to Total Debt for the periods presented:
| (in thousands) | September 30, 2021 | September 30, 2020 | September 30, 2019 | ||||||||||||||||||||||||||
| Short-term debt and current maturities of long-term debt | $ | — | $ | — | $ | — | |||||||||||||||||||||||
| Long-term debt | 758,386 | 803,736 | 845,317 | ||||||||||||||||||||||||||
| Total Debt | 758,386 | 803,736 | 845,317 | ||||||||||||||||||||||||||
| Less cash and cash equivalents | 576,289 | 284,471 | 123,415 | ||||||||||||||||||||||||||
| Net Debt | $ | 182,097 | $ | 519,265 | $ | 721,902 | |||||||||||||||||||||||
| Adjusted EBITDA | $ | 897,547 | $ | 326,635 | $ | 324,408 | |||||||||||||||||||||||
| Total debt/Adjusted EBITDA | 0.8 | x | 2.5 | x | 2.6 | x | |||||||||||||||||||||||
| Net debt/Adjusted EBITDA | 0.2 | x | 1.6 | x | 2.2 | x | |||||||||||||||||||||||
13
ATKORE INC.
HISTORICAL SEGMENT INFORMATION
The tables below present Net sales for fiscal years ended 2020, 2019 and 2018 and the quarterly periods of fiscal 2020:
| Net sales | |||||||||||||||||
| Fiscal year ended | |||||||||||||||||
| (in thousands) | September 30, 2020 | September 30, 2019 | September 30, 2018 | ||||||||||||||
| Electrical | $ | 1,270,547 | $ | 1,390,327 | $ | 1,327,437 | |||||||||||
| Safety & Infrastructure | 497,523 | 527,511 | 509,401 | ||||||||||||||
| Eliminations | (2,649) | (1,300) | (1,699) | ||||||||||||||
| Consolidated operations | $ | 1,765,421 | $ | 1,916,538 | $ | 1,835,139 | |||||||||||
| Net sales | |||||||||||||||||||||||
| Three months ended | |||||||||||||||||||||||
| (in thousands) | September 30, 2020 | June 26, 2020 | March 27, 2020 | December 27, 2019 | |||||||||||||||||||
| Electrical | $ | 350,631 | $ | 272,151 | $ | 323,218 | $ | 324,547 | |||||||||||||||
| Safety & Infrastructure | 127,505 | 113,380 | 133,130 | 123,508 | |||||||||||||||||||
| Eliminations | (716) | (632) | (694) | (607) | |||||||||||||||||||
| Consolidated operations | $ | 477,420 | $ | 384,899 | $ | 455,654 | $ | 447,448 | |||||||||||||||
The tables below present Adjusted EBITDA for fiscal years ended 2020, 2019 and 2018 and the quarterly periods of fiscal 2020:
| Adjusted EBITDA | |||||||||||||||||
| Fiscal year ended | |||||||||||||||||
| (in thousands) | September 30, 2020 | September 30, 2019 | September 30, 2018 | ||||||||||||||
| Electrical | $ | 292,809 | $ | 285,217 | $ | 250,853 | |||||||||||
| Safety & Infrastructure | $ | 67,821 | $ | 77,407 | $ | 55,755 | |||||||||||
| Adjusted EBITDA | |||||||||||||||||||||||
| Three months ended | |||||||||||||||||||||||
| (in thousands) | September 30, 2020 | June 26, 2020 | March 27, 2020 | December 27, 2019 | |||||||||||||||||||
| Electrical | $ | 91,908 | $ | 55,549 | $ | 77,233 | $ | 68,119 | |||||||||||||||
| Safety & Infrastructure | $ | 17,056 | $ | 14,150 | $ | 17,888 | $ | 18,727 | |||||||||||||||
14
© Atkore Inc. Fourth Quarter and Full Year 2021 Earnings November 18, 2021
© Atkore Cautionary Statements 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. (“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 discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K and the Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission, 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 Share, 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. 2
© Atkore Today’s Discussion 3 Outstanding Financial Results in Q4 and Full Year 2021 Strong Adjusted EBITDA Outlook for Full Year 2022 Committed to our Conduits of Growth Deploying Capital to Support Growth Strategy Driving Positive ESG Impacts 1 2 3 4 5
© Atkore Record Quarterly Earnings in Q4 2021 1. See non-GAAP reconciliation in appendix. 501.7 477.4 923.7 Q4 2021Q4 2019 Q4 2020 +93% 46.0 54.2 202.6 Q4 2019 Q4 2020 Q4 2021 +273% 88.8 98.2 292.9 Q4 2019 Q4 2020 Q4 2021 +198% 1.01 1.18 4.39 Q4 2019 Q4 2020 Q4 2021 +272% Revenue $M Net Income $M Adjusted EBITDA1 $M Adjusted EPS1 $/share Outstanding results in Q4 supported by growth in plastic conduit & fittings, and solid volume recovery Received a utility patent for MC GlideTM from the U.S. Patent and Trademark Office Repurchased $25M in stock Contributed $18M to increase funding of U.S. pension plan to greater than 95% Q4 Review 4
© Atkore Q4 Income Statement Summary 5 1. See non-GAAP reconciliation in appendix 2. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of Net sales ($’s in millions) Q4 2021 Q4 2020 Y/Y Change Y/Y % Change Net Sales $923.7 $477.4 $446.3 93.5% Operating Income $266.0 $84.2 $181.7 215.7% Net Income $202.6 $54.2 $148.3 273.4% Adjusted EBITDA1 $292.9 $98.2 $194.7 198.3% Adjusted EBITDA Margin2 31.7% 20.6% +1,110 bps - Net Income per Share (Diluted) $4.26 $1.11 $3.15 283.8% Adjusted Net Income per Share1 (Diluted) $4.39 $1.18 $3.21 272.0%
© Atkore Consolidated Atkore Q4 2021 Bridges 6 Volume/Mix +5.2% Price +82.0% Acquisitions / F/X / Other +6.3% Total +93.5% $25 $391 $31 Price2020 Volume/Mix 2021M&A / F/X / Other $477M $924M Delivered outstanding results despite a challenging supply chain environment Positive volume growth both in the U.S. and globally supported by demand recovery Continued to invest in new product innovation, marketing and business development to strengthen position for 2022 and beyond $10 $1 2020 Volume/Mix $205 Input Cost Changes $391 Price M&A / Productivity / Investment / Inflation / F/X / Other 2021 $98M $293M Net Sales % Change HighlightsQ4 Adjusted EBITDA Bridge Q4 Net Sales Bridge
© Atkore Q4 2021 Segment Results 7 Electrical Safety & Infrastructure ($’s in millions) Q4 2021 Q4 2020 Y/Y Change Net Sales $697.5 $350.6 98.9% Adjusted EBITDA $283.9 $91.9 208.9% Adjusted EBITDA Margin 40.7% 26.2% +1,450 bps ($’s in millions) Q4 2021 Q4 2020 Y/Y Change Net Sales $227.4 $127.5 78.3% Adjusted EBITDA $29.0 $17.1 70.1% Adjusted EBITDA Margin 12.8% 13.4% (60 bps) $11 $304 $32 2020 M&A / F/X / OtherVolume/Mix Price 2021 $697M $350M $14 $87 $1 M&A / F/X / OtherVolume/Mix2020 Price 2021 $127M $227M Q4 Net Sales Bridge Q4 Net Sales Bridge
© Atkore 2021 Cash Bridge 8 1. See non-GAAP reconciliation in appendix. Significantly strengthened balance sheet in 2021 due to strong cash generation and balanced approach to capital deployment. $508 $292 $64 $43 $52 $135 $14 Stock RepurchasesCash Flow From Operating Activities Capital Expenditures Free Cash Flow1 Net Repayments of Long- Term Debt & Other Debt Associated Costs and Fees Net Other Sources of CashM&A Activities Net Increase in Cash vs. Q4 20 $573M FY21 Cash Flow Bridge, $M
© Atkore 2021 Year in Review 9 Delivered Record Financial Results Received “Great Place to Work” Certification Completed three acquisitions and added resources to strengthen capabilities Phoenix site achieved the ENERGY STAR© Challenge for Industry; 14 additional sites have registered this year Awarded 19 patents for 11 new products across 9 different countries Restructured debt portfolio and lowered effective interest rate MC GlideTM – EC&M “Product of the Year” Eagle BasketTM – Cabling Innovators Gold Honoree Award Renamed company to “Atkore Inc.” and redefined business segments to better reflect value-proposition
© Atkore Strong Adjusted EBITDA Outlook for FY 2022 10 1. Reconciliation of the forward-looking full-year 2022 outlook for Adjusted EBITDA and Adjusted net income per diluted share is not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation. Anticipate normalized adjusted EBITDA in future years to be approximately $600M including the expected contributions from future M&A opportunities Expect to deploy over $1 billion in cash over the next two to three years in order to grow the business or return cash to stockholders via share repurchases New two-year share repurchase authorization of $400M approved by the Board of Directors FY2022 Outlook Long-term Perspectives $324 $327 $898 FY 2019 FY 2020 FY 2021 FY 2022 Outlook $650 - $700 Adjusted EBITDA1 $M $1,917 $1,765 $2,928 FY 2019 FY 2021FY 2020 FY 2022 Outlook +MSD% vs. FY21 $3.62 $3.78 $12.98 FY 2022 Outlook FY 2019 FY 2020 FY 2021 $9.20 - $10.00 Net Sales $M Adjusted EPS1 $/share
© Atkore Customer Experience Enhancements Multiple megatrends including electrification & digitization providing tailwinds across segments & end-markets Digital Capabilities & Resources Ongoing investment areas across the business to improve market positioning and operational capabilities New Product Innovation Focused Product Categories M&A Pipeline Conduits of Growth 11
© Atkore Electrification of buildings to support net zero energy transition 12 ▴ Offer a portfolio of products produced in an environmentally conscious manner that are required for new building construction and retrofitting Regulatory pressure to combat climate change across industries and geographies and move towards renewable energy solutions Accelerated growth in digital infrastructure Electrification & Digitization Megatrends Development of the charging network and connection to the electrical grid required to support the demand from electric vehicles Market Trends Where Atkore Delivers Solutions ▴ Comprehensive solution of conduit, cabling and fittings which enable the connection of electrical vehicle chargers to the electrical grid ▴ Engineering and product capabilities needed to support the design and construction of complex racking structures for solar power systems as well as the transfer and connection of energy into the electrical grid ▴ Broad range of products used both internally and externally within the construction of data centers and warehouses to physically construct and protect the complex and equipment
© Atkore FY21 Sales Breakdown by Market Source: Atkore analysis and estimates. 11 OEM ~14 ~33 ~20 ~16 Repair & Remodel Non-Res New Residential International Other~6 U.S. Construction Estimated % of Atkore FY20 Net Sales by End Market 10 ~20 ~33 ~15 ~15 ~7 Estimated % of Atkore FY21 Net Sales by End Market Market Review ▪ Products primarily sold through electrical distribution channel ▪ Long-term positive market trends in Data Centers, Warehouses, and Healthcare ▪ Weaker market trends in Retail and Hotels ▪ Sold through the electrical distribution and DIY/retail ▪ Long-term positive outlook associated with renovation for K-12 schools in certain regions of the U.S. ▪ Products primarily sold through electrical distribution channel ▪ Positive market trends for new home construction ▪ Products are primarily sold directly to the OEM ▪ Solid outlook expected from warehouses and renewables end-market ▪ Sales channel differs by category and country ▪ Includes sales for water and security related products Atkore Product Sales Generally Supported by Long-Term Trends for Electrification & Digitization 13
© Atkore Leveraging strong position entering FY2022 to invest in organic and inorganic opportunities to drive growth Capital Deployment Focused on Driving Growth Capital Deployment Model Capital Expenditures, Organic Growth, and Capacity Investments M&A Stock Repurchases Priority Uses for Capital Maintain Gross Debt to normalized Adj. EBITDA ratio at ~2x or below Planned investments in FY22 for digital tools and capabilities, as well as new equipment to support the solar market Maintaining a solid pipeline of targets in both our current product categories as well as near adjacent markets New 2-year $400M buyback authorization provides ample capacity and flexibility for use of funds not deployed to either organic or inorganic growth investments Expect to deploy over $1 billion in cash over the next two to three years 14
© Atkore M&A Strategy Focused on Profitable Growth Proven Ability to Acquire, Integrate and Successfully Manage the Portfolio Fiscal Year Related Segment Electrical Safety & Infrastructure 2013 Acquired Heritage Plastics Closed manufacturing location in France Closed manufacturing location in Brazil 2015 Acquired American Pipe & Plastics Acquired SCI 2017 Acquired Marco Acquired Flexicon Closed manufacturing location in Ohio Acquired Cobra Systems 2019 Acquired Vergokan Acquired Rocky Mountain Colby Pipe Acquired FlyTec Systems Acquired U.S. Tray 2021 Acquired Queen City Plastics Acquired FRE Composites Acquired Sign Support Systems 2020 Consolidated manufacturing location in Wales 2018 Acquired CalPipe Acquired Cii Divested Flexhead 2016 Ceased operations for fence & sprinkler business 2014 Acquired Ridgeline Pipe Manufacturing ▴ Strengthens leadership position in current product categories or fills a portfolio gap ▴ Sales and distribution through similar or existing channels to strengthen “One order. One delivery. One invoice.” strategy ▴ Management bandwidth to successfully execute ▴ Identified path to synergy & value creation ▴ Projected returns above our cost of capital ▴ Debt responsible Strategic Criteria Financial Criteria 15
© Atkore Committed to Driving Positive ESG Impacts 16 Committed to efficient use of natural resources to reduce our environmental impact and cut costs Invest in the development and diversity of our workforce Leading governance practices 19.6% Reduction in energy intensity over the past three years at our Phoenix, AZ site through participation in the ENERGY STAR© Challenge for Industry 14 Additional manufacturing sites committed to participate in the ENERGY STAR© Challenge for Industry in 2021 500K Gallons of stormwater that can be collected and stored for use as process water at our Harvey, IL site after completion of our new containment vaults 80 # of employees recognized as “Cyber Super-Heroes” in 2021 2021 Great Place to Work-Certified 33% Female or minority members of the Board of Directors 89% Independent members of the Board of Directors; led by an independent chair ALL Directors will stand for annual election in 2022 >90% Of salaried employees completed assigned unconscious bias training in 2021
© Atkore FY2022 Outlook Outlook Summary 17 1. Reconciliation of the forward-looking quarterly and full-year 2022 outlook for Adjusted EBITDA and Adjusted 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. 2. Represents weighted-average shares outstanding in millions used in calculation of Adjusted EPS outlook. Outlook Items for Consolidated Atkore Q1 2022 Outlook FY2022 Outlook Net Sales + ~50% +MSD% Adjusted EBITDA1 $230 – $250M $650 – $700M Adjusted EPS1 $3.30 – $3.60 $9.20 – $10.00 Interest Expense $30 – $32M Tax Rate 25% – 27% Capital Expenditures $80 – $90M Stock Buybacks ≥ $100M Diluted Shares Outstanding2 ~46.5M
© Atkore Atkore: a Compelling Investment Disciplined Operational Focus Values-based organization driven by the Atkore Business System Market Leadership Leading market share in key product categories with a portfolio of must-stock products for electrical distributors Opportunities for Growth Multiple levers and opportunities to drive sustainable growth through both organic and inorganic investments Track Record of Success Strong track record of earnings growth, increasing free cash flow and excellent return on capital Strong Financial Profile Strong liquidity position with a balance sheet ready to support and help drive future growth 18
© Atkore Appendix
© Atkore FY21 Income Statement Summary 20 1. See non-GAAP reconciliation in appendix 2. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of Net sales ($’s in millions) 2021 2020 Y/Y Change Y/Y % Change Net Sales $2,928.0 $1,765.4 $1,162.6 65.9% Operating Income $799.0 $239.6 $559.4 233.5% Net Income $587.9 $152.3 $435.6 286.0% Adjusted EBITDA1 $897.5 $326.6 $570.9 174.8% Adjusted EBITDA Margin2 30.7% 18.5% +1,220 bps - Net Income per Share (Diluted) $12.19 $3.10 $9.09 293.2% Adjusted Net Income per Share1 (Diluted) $12.98 $3.78 $9.20 243.4%
© Atkore Consolidated Atkore FY 2021 Bridges 21 Volume/Mix +5.0% Price +55.4% Acquisitions / F/X / Other +5.5% Total +65.9% $88 $978 $97 M&A / F/X / Other2020 PriceVolume/Mix 2021 $1,765M $2,928M $30 $437 Volume/Mix2020 Input Cost Changes $978 Price $0 M&A / Productivity / Investment / Inflation / F/X / Other 2021 $327M $898M Net Sales % Change Full Year Adjusted EBITDA Bridge Full Year Net Sales Bridge
© Atkore Adjusted Earnings Per Share Reconciliation Segment Information 22 Three months ended September 30, 2021 September 30, 2020 (in thousands) Net sales Adjusted EBITDA Adjusted EBITDA Margin Net sales Adjusted EBITDA Adjusted EBITDA Margin Electrical $ 697,492 $ 283,945 40.7 % $ 350,631 $ 91,907 26.2 % Safety & Infrastructure 227,361 29,015 12.8 % 127,505 17,056 13.4 % Eliminations (1,122) (716) Consolidated operations $ 923,731 $ 477,420
© Atkore Adjusted Earnings Per Share Reconciliation Consolidated Atkore Inc. 23 Three months ended Fiscal Year Ended (in thousands, except per share data) September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Net income $ 202,561 $ 54,241 $ 587,857 $ 152,302 Stock-based compensation 2,889 3,762 17,047 13,064 Intangible asset amortization 8,581 8,052 33,644 32,262 Gain on purchase of business — — (731) — Loss on extinguishment of debt — 273 4,202 273 Other (a) (8,149) (9,029) (19,281) (6,712) Pre-tax adjustments to net income 3,321 3,058 34,881 38,887 Tax effect (830) (765) (8,720) (9,722) Adjusted net income $205,052 $56,534 $614,018 $181,467 Weighted-Average Diluted Common Shares Outstanding 46,682 47,925 47,306 48,044 Net income per diluted share $ 4.26 $ 1.11 $ 12.19 $ 3.10 Adjusted net income per diluted share $ 4.39 $ 1.18 $ 12.98 $ 3.78 (a) Represents 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 and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives.
© Atkore Net Income to Adjusted EBITDA Reconciliation Consolidated Atkore Inc. 24 Three months ended Fiscal Year Ended (in thousands) September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Net income $ 202,561 $ 54,241 $ 587,857 $ 152,302 Income tax expense 65,222 20,584 192,144 49,696 Depreciation and amortization 20,081 18,946 78,557 74,470 Interest expense, net 8,139 9,457 32,899 40,062 Stock-based compensation 2,889 3,762 17,047 13,064 Loss on extinguishment of debt — 273 4,202 273 Gain on purchase of a business — — (731) — Other (a) (5,962) (9,067) (14,428) (3,232) Adjusted EBITDA $ 292,931 $ 98,196 $ 897,547 $ 326,635 (a) Represents 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 and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans, restructuring charges, transaction costs and related forward currency derivatives.
© Atkore Adjusted Earnings Per Share Reconciliation Trailing Twelve Month Adjusted EBITDA Reconciliation Consolidated Atkore Inc. 25 TTM Three months ended (in thousands) September 30, 2021 September 30, 2021 June 25, 2021 March 26, 2021 December 25, 2020 Net income $ 587,857 $ 202,561 $ 175,297 $ 124,933 $ 85,066 Interest expense, net 32,899 8,139 8,090 8,416 8,254 Income tax expense 192,144 65,222 61,654 38,304 26,964 Depreciation and amortization 78,557 20,081 20,166 19,265 19,045 Stock-based compensation 17,047 2,889 3,768 4,868 5,522 Loss on extinguishment of debt 4,202 — 4,202 — — Other(a) (15,159) (5,962) 1,087 (2,421) (7,863) Adjusted EBITDA $ 897,547 $ 292,931 $ 274,264 $ 193,365 $ 136,988 (a) Represents 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 and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans, restructuring charges, transaction costs and related forward currency derivatives.
© Atkore Adjusted Earnings Per Share Reconciliation Net Debt to Total Debt and Leverage Ratio Consolidated Atkore Inc. 26 ($ in thousands) September 30, 2021 June 25, 2021 March 26, 2021 December 25, 2020 September 30, 2020 June 26, 2020 March 27, 2020 December 27, 2019 Short-term debt and current maturities of long-term debt $ — $ 4,000 $ — $ — $ — $ — $ — $ — Long-term debt 758,386 780,489 765,049 764,379 803,736 846,145 845,694 845,243 Total debt 758,386 784,489 765,049 764,379 803,736 846,145 845,694 845,243 Less cash and cash equivalents 576,289 397,142 304,469 $ 280,420 284,471 237,309 137,202 $ 164,135 Net debt $ 182,097 $ 387,347 $ 460,580 $ 483,959 $ 519,265 $ 608,836 $ 708,492 $ 681,108 TTM Adjusted EBITDA (a) $ 897,547 $ 702,815 $ 492,274 $ 385,915 $ 326,635 $ 317,249 $ 342,007 $ 332,095 Total debt/TTM Adjusted EBITDA 0.8 x 1.1 x 1.6 x 2.0 x 2.5 x 2.7 x 2.5 x 2.5 x Net debt/TTM Adjusted EBITDA 0.2 x 0.6 x 0.9 x 1.3 x 1.6 x 1.9 x 2.1 x 2.1 x Leverage ratio and TTM Adjusted EBITDA reconciliations for all periods above can be found either in the appendix, or in Exhibit 99.1 to form 8-K filed on November 18, 2021, August 3, 2021, April 29, 2021, February 2, 2021, November 19, 2020, August 4, 2020, May 5, 2020, or February 4, 2020.
© Atkore Free Cash Flow Reconciliation Consolidated Atkore Inc. 27 Fiscal year ended (in thousands) September 30, 2021 September 30, 2020 Net cash provided by operating activities $ 572,902 $ 248,762 Capital expenditures $ (64,474) $ (33,770) Free Cash Flow: $ 508,428 $ 214,992
Atkore.com © Atkore Thank You!