atkr-20230808
0001666138false00016661382023-08-082023-08-08

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

Date of Report (Date of earliest event reported): August 8, 2023
New Logo.gif
Atkore Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3779390-0631463
(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 classTrading symbolName of each exchange on which registered
Common Stock, $.01 par value per shareATKRNew York Stock Exchange

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 2.02. Results of Operations and Financial Condition.*
    On August 8, 2023, Atkore International Group Inc. (the "Company" or "Atkore") issued a press release announcing the Company’s financial results for its fiscal 2023 third quarter ended June 30, 2023. A copy of the press release is being furnished as Exhibit 99.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.*
    The slide presentation attached hereto as Exhibit 99.2, and incorporated herein by reference, will be presented to certain Atkore investors on August 8, 2023 and may be used by Atkore in various other presentations to investors.
Item 9.01. Financial Statements and Exhibits.*
Exhibit No.     
Description of Exhibit
99.1 
99.2 
104 Inline XBRL for the cover page of this Current Report on Form 8-K
*
In accordance with General Instruction B.2 of Form 8-K, the information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act"), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ATKORE INC.



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

Date: August 8, 2023




atkorelogoa.jpg
Exhibit 99.1
Atkore Inc. Announces Third Quarter 2023 Results

Net sales of $919.1 million, down 13.4% versus prior year
Net income per diluted share decreased by $0.61 versus prior year to $5.13; Adjusted net income per diluted share decreased by $0.35 versus prior year to $5.72
Net income decreased by $53.0 million versus prior year to $201.3 million; Adjusted EBITDA decreased by $107.3 million versus prior year to $270.3 million
Solar tax credit accounting correction resulted in an $11.5 million decrease in net sales, a $17.5 million decrease in Adjusted EBITDA and a $39.8 million benefit to income tax expense versus prior year
Full-year Adjusted EBITDA outlook updated and narrowed to $1,020 - $1,040 million primarily due to the change in solar tax credit accounting methodology; Full-year Adjusted net income per diluted share outlook increased to $18.90 - $19.30

HARVEY, IL. August 8, 2023 (BUSINESS WIRE) - Atkore Inc. (the “Company” or “Atkore”) (NYSE: ATKR) announced earnings for its fiscal 2023 third quarter ended June 30, 2023.

“Atkore delivered solid results in the third quarter that surpassed our expectations,” said Bill Waltz, Atkore President and Chief Executive Officer. “I am pleased to see the strong execution and teamwork across the Company, which has allowed us to continue to serve and support our customers. In addition, I believe the third quarter results demonstrate the strength and stability of our business model.”

Waltz continued, “We enter the last quarter of the fiscal year in a position that is well-ahead of our initial projections. With our strong cash flow, and disciplined approach to capital deployment, we are increasing our full year outlook for Adjusted Diluted EPS for Fiscal Year 2023. Although the accounting methodology associated with the tax credits for our solar-related products has created some variance to our projections for Adjusted EBITDA in the fourth quarter and full year 2023, we are continuing to deliver solid operational performance. We are very excited about what the future holds for this business and Atkore overall, and we believe that our growth initiatives and dedicated teams will enable us to continue to strengthen our company and create value into the future.”


2023 Third Quarter Results
Three months ended
(in thousands)June 30, 2023June 24, 2022Change% Change
Net sales
Electrical$705,617 $821,566 $(115,949)(14.1)%
Safety & Infrastructure213,606 241,909 (28,303)(11.7)%
Eliminations(106)(1,885)1,779 (94.4)%
Consolidated operations$919,117 $1,061,590 $(142,473)(13.4)%
Net income$201,288 $254,313 $(53,025)(20.9)%
Adjusted EBITDA 
Electrical$266,556 $351,466 $(84,910)(24.2)%
Safety & Infrastructure21,493 45,669 (24,176)(52.9)%
Unallocated(17,787)(19,605)1,818 (9.3)%
Consolidated operations$270,262 $377,530 $(107,268)(28.4)%


1

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Exhibit 99.1
Net sales decreased by $142.5 million, or 13.4%, to $919.1 million for the three months ended June 30, 2023, compared to $1,061.6 million for the three months ended June 24, 2022. The decrease in net sales is primarily attributed to decreased average selling prices across the Company’s products of $196.3 million as a result of expected pricing normalization and the economic value of solar tax credits to be transferred to certain customers of $11.5 million. This decrease was partially offset by increased net sales of $47.7 million from companies acquired during fiscal 2022 and fiscal 2023 and increased sales volume of $19.6 million.

Gross profit decreased by $103.5 million, or 22.8%, to $350.8 million for the three months ended June 30, 2023, as compared to $454.3 million for the prior-year period. Gross margin decreased to 38.2% for the three months ended June 30, 2023, as compared to 42.8% for the prior-year period. Gross profit decreased primarily due to declines in average selling prices of $196.3 million partially offset by slower declines in the costs of steel, copper and PVC resin of $91.7 million, and companies acquired during fiscal 2022 and 2023 of $13.6 million.

Net income decreased by $53.0 million, or 20.9%, to $201.3 million for the three months ended June 30, 2023 compared to $254.3 million for the prior-year period primarily due to lower gross profit and higher selling, general and administrative costs, intangible amortization and interest expense, partially offset by a $39.8 million benefit to income tax provision recognized in the third quarter of fiscal 2023 related to solar tax credits.

Adjusted EBITDA decreased by $107.3 million, or 28.4%, to $270.3 million for the three months ended June 30, 2023 compared to $377.5 million for the three months ended June 24, 2022. The decrease was primarily due to lower gross profit and the impacts of solar tax credit accounting.

Net income per diluted share prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) was $5.13 for the three months ended June 30, 2023, as compared to $5.74 in the prior-year period. Adjusted net income per diluted share decreased by $0.35 to $5.72 for the three months ended June 30, 2023, as compared to $6.07 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 $115.9 million, or 14.1%, to $705.6 million for the three months ended June 30, 2023 compared to $821.6 million for the three months ended June 24, 2022. The decrease in net sales is primarily attributed to decreased average selling prices of $160.9 million as a result of expected pricing normalization, partially offset by increased net sales of $46.9 million from companies acquired during fiscal 2022 and fiscal 2023 and increased sales volume of $1.8 million.

Adjusted EBITDA for the three months ended June 30, 2023 decreased by $84.9 million, or 24.2%, to $266.6 million from $351.5 million for the three months ended June 24, 2022. Adjusted EBITDA margins decreased to 37.8% for the three months ended June 30, 2023 compared to 42.8% for the three months ended June 24, 2022. The decrease in Adjusted EBITDA and Adjusted EBITDA margins was largely due to lower average selling prices over input costs.

Safety & Infrastructure

Net sales decreased by $28.3 million, or 11.7%, for the three months ended June 30, 2023 to $213.6 million compared to $241.9 million for the three months ended June 24, 2022. The decrease is primarily attributed to decreased average selling prices of $35.4 million driven by lower input costs of steel and the economic value of solar tax credits to be transferred to certain customers of $11.5 million, partially offset by higher volumes of $17.8 million, primarily in the mechanical tube, construction and metal framing product lines.

2

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Exhibit 99.1

Adjusted EBITDA decreased by $24.2 million, or 52.9%, to $21.5 million for the three months ended June 30, 2023 compared to $45.7 million for the three months ended June 24, 2022. Adjusted EBITDA margins decreased to 10.1% for the three months ended June 30, 2023 compared to 18.9% for the three months ended June 24, 2022. The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to lower average selling prices over input costs and the impacts of solar tax credit accounting. The impacts of solar tax credit accounting included an $11.5 million reduction of sales as well as an increase of cost of sales of $6.0 million for tax credits that had previously been recorded as a reduction of cost of sales.

Full-Year Outlook1

The Company is updating and narrowing its estimate for fiscal year 2023 Adjusted EBITDA to be approximately $1,020 million to $1,040 million primarily due to the change in accounting methodology related to solar credits, and increasing its estimate for Adjusted net income per diluted share to be in the range of $18.90 - $19.30.

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

Conference Call Information

Atkore management will host a conference call today, August 8, 2023, at 8 a.m. Eastern time, to discuss the Company’s financial results. The conference call may be accessed by dialing (888) 330-2446 (domestic) or (240) 789-2732 (international). The call will be available for replay until August 22, 2023. The replay can be accessed by dialing (800) 770-2030 for domestic callers, or for international callers, (647) 362-9199. 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 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 global 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.

Media Contact:
Lisa Winter
Vice President - Communications
708-225-2453
[email protected]



1 Reconciliations of the forward-looking full-year 2023 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
Investor Contact:
John Deitzer
Vice President - Treasury & Investor Relations
708-225-2124
[email protected]


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

4

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Exhibit 99.1
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; 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.

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

5

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Exhibit 99.1
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. 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 endedNine months ended
(in thousands, except per share data)June 30, 2023June 24, 2022June 30, 2023June 24, 2022
Net sales$919,117 $1,061,590 $2,648,872 $2,884,963 
Cost of sales568,316 607,267 1,610,836 1,659,416 
Gross profit350,801 454,323 1,038,036 1,225,547 
Selling, general and administrative103,019 95,952 291,198 263,020 
Intangible asset amortization15,192 8,624 42,778 25,554 
Operating income232,590 349,747 704,061 936,973 
Interest expense, net8,682 7,243 26,645 21,676 
Other (income) and expense, net 3,689 150 7,588 (964)
Income before income taxes220,219 342,354 669,828 916,261 
Income tax expense18,931 88,041 120,854 223,630 
Net income$201,288 $254,313 $548,974 $692,631 
Net income per share
Basic$5.20 $5.81 $13.81 $15.30 
Diluted$5.13 $5.74 $13.62 $15.10 


7


ATKORE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share data)June 30, 2023September 30, 2022
Assets
Current Assets:
Cash and cash equivalents$317,809 $388,751 
Accounts receivable, less allowance for current and expected credit losses of $4,523 and $2,544, respectively566,946 528,904 
Inventories, net468,035 454,511 
Prepaid expenses and other current assets130,522 80,654 
Total current assets1,483,312 1,452,820 
Property, plant and equipment, net481,714 390,220 
Intangible assets, net410,529 382,706 
Goodwill312,741 289,330 
Right-of-use assets, net95,147 71,035 
Deferred tax assets9,860 9,409 
Other long-term assets3,341 3,476 
Total Assets$2,796,645 $2,598,996 
Liabilities and Equity
Current Liabilities:
Accounts payable279,524 244,100 
Income tax payable3,864 5,521 
Accrued compensation and employee benefits38,563 61,273 
Customer liabilities96,431 99,447 
Lease obligations14,587 13,789 
Other current liabilities88,404 77,781 
Total current liabilities521,372 501,911 
Long-term debt762,149 760,537 
Long-term lease obligations81,029 57,975 
Deferred tax liabilities16,335 15,640 
Other long-term liabilities13,653 13,146 
Total Liabilities1,394,538 1,349,209 
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 37,771,723 and 41,351,350 shares issued and outstanding, respectively379 415 
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively(2,580)(2,580)
Additional paid-in capital503,621 500,117 
Retained earnings932,310 801,981 
Accumulated other comprehensive loss(31,623)(50,146)
Total Equity1,402,107 1,249,787 
Total Liabilities and Equity$2,796,645 $2,598,996 


8


ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended
(in thousands)June 30, 2023June 24, 2022
Operating activities:
Net income$548,974 $692,631 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization84,671 60,467 
Deferred income taxes(1,171)(12,649)
Stock-based compensation18,100 14,180 
Amortization of right-of-use assets14,713 9,868 
Other non-cash adjustments to net income6,684 13,268 
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable(33,501)(189,306)
Inventories(13,611)(152,705)
Prepaid expenses and other current assets(6,986)(17,236)
Accounts payable16,051 15,598 
Accrued and other liabilities(11,580)13,063 
Income taxes(58,059)(76,996)
Other, net(536)1,592 
Net cash provided by operating activities563,748 371,776 
Investing activities:
Capital expenditures(122,535)(81,990)
Proceeds from sale of properties and equipment31 658 
Acquisition of businesses, net of cash acquired(83,385)(255,361)
Net cash used in investing activities(205,890)(336,693)
Financing activities:
Issuance of common stock, net of shares withheld for tax(14,589)(24,312)
Repurchase of common stock(416,023)(396,929)
Finance lease payments
(990)— 
Net cash used for financing activities(431,603)(421,241)
Effects of foreign exchange rate changes on cash and cash equivalents2,803 (3,481)
Decrease in cash and cash equivalents(70,942)(389,639)
Cash and cash equivalents at beginning of period388,751 576,289 
Cash and cash equivalents at end of period$317,809 $186,650 


9


Nine months ended
(in thousands)June 30, 2023June 24, 2022
Supplementary Cash Flow information
Capital expenditures, not yet paid$10,593 $5,212 
Operating lease right-of-use assets obtained in exchange for lease liabilities$33,677 $2,919 
Acquisitions of businesses, not yet paid$14,125 $3,266 
Free Cash Flow:
     Net cash provided by operating activities$563,748 $371,776 
     Capital expenditures(122,535)(81,990)
Free Cash Flow:$441,213 $289,786 

10


ATKORE INC.
ADJUSTED EBITDA

The following table presents reconciliations of Adjusted EBITDA to net income for the periods presented:
Three months endedNine months ended
(in thousands)June 30, 2023June 24, 2022June 30, 2023June 24, 2022
Net income$201,288 $254,313 $548,974 $692,631 
Interest expense, net8,682 7,243 26,645 21,676 
Income tax expense18,931 88,041 120,854 223,630 
Depreciation and amortization30,105 20,428 84,671 60,467 
Stock-based compensation5,966 4,625 18,100 14,180 
Other (a)
5,289 2,880 10,906 4,122 
Adjusted EBITDA$270,262 $377,530 $810,149 $1,016,706 
(a) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, release of indemnified uncertain tax positions, gain on purchase of business, loss on assets held for sale (includes loss on assets held for sale in Russia. See Note 11, “Goodwill and Intangible Assets” in the form 10-Q filed August 8, 2023 for additional information.), realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, transaction and restructuring costs.


11


ATKORE INC.
SEGMENT INFORMATION

The following table presents reconciliations of Net sales and calculations of Adjusted EBITDA Margin by segment for the periods presented:
Three months ended
 June 30, 2023June 24, 2022
(in thousands)Net salesAdjusted EBITDA Adjusted EBITDA MarginNet salesAdjusted EBITDA Adjusted EBITDA Margin
Electrical$705,617 $266,556 37.8 %$821,566 $351,466 42.8 %
Safety & Infrastructure213,606 21,493 10.1 %241,909 45,669 18.9 %
Eliminations(106)(1,885)
Consolidated operations$919,117 $1,061,590 

Nine months ended
 June 30, 2023June 24, 2022
(in thousands)Net salesAdjusted EBITDA Adjusted EBITDA MarginNet salesAdjusted EBITDA Adjusted EBITDA Margin
Electrical$2,025,287 $767,276 37.9 %$2,220,482 $961,983 43.3 %
Safety & Infrastructure623,919 88,091 14.1 %666,704 102,018 15.3 %
Eliminations(334)(2,223)
Consolidated operations$2,648,872 $2,884,963 







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 endedNine months ended
(in thousands, except per share data)June 30, 2023June 24, 2022June 30, 2023June 24, 2022
Net income$201,288 $254,313 $548,974 $692,631 
Stock-based compensation5,966 4,625 18,100 14,180 
Intangible asset amortization15,192 8,624 42,778 25,554 
Other (a)
5,358 1,028 9,734 108 
Pre-tax adjustments to net income26,516 14,277 70,612 39,842 
Tax effect(6,629)(3,569)(17,653)(9,960)
Adjusted net income$221,175 $265,021 $601,933 $722,513 
Diluted weighted average common shares outstanding38,657 43,630 39,672 45,131 
Net income per diluted share$5.13 $5.74 $13.62 $15.10 
Adjusted net income per diluted share$5.72 $6.07 $15.17 $16.01 
(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, loss on assets held for sale (includes loss on assets held for sale in Russia. See Note 11, “Goodwill and Intangible Assets” in the form 10-Q filed August 8, 2023 for additional information.), release of indemnified uncertain tax positions and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives.


13


ATKORE INC.
NET DEBT

The following table presents reconciliations of Net debt to Total debt for the periods presented:
($ in thousands)June 30, 2023March 31, 2023December 30, 2022September 30, 2022June 24, 2022March 25, 2022
Long-term debt$762,149 $761,612 $761,074 $760,537 $759,999 $759,461 
Total debt762,149 761,612 761,074 760,537 759,999 759,461 
Less cash and cash equivalents317,809 354,342 307,827 388,751 186,650 390,399 
Net debt$444,340 $407,270 $453,247 $371,786 $573,349 $369,062 
TTM Adjusted EBITDA (a)$1,135,233 $1,242,501 $1,312,626 $1,341,790 $1,309,637 $1,206,371 
(a) TTM Adjusted EBITDA is equal to the sum of Adjusted EBITDA for the trailing four quarter period. The reconciliation of Adjusted EBITDA for the quarter ended March 31, 2023 can be found in Exhibit 99.1 to form 8-K filed May 9, 2023 and is incorporated by reference herein. The reconciliation of Adjusted EBITDA for the quarter ended December 30, 2022 can be found in Exhibit 99.1 to form 8-K filed February 1, 2023 and is incorporated by reference herein. The reconciliation of Adjusted EBITDA for the year ended September 30, 2022 can be found in Exhibit 99.1 to form 8-K filed November 18, 2022 and is incorporated by reference herein. The reconciliation of Adjusted EBITDA for the quarter ended June 24, 2022 can be found in Exhibit 99.1 to form 8-K filed August 2, 2022 and is incorporated by reference herein. The reconciliation of Adjusted EBITDA for the quarter ended March 25, 2022 can be found in Exhibit 99.1 to form 8-K filed May 3, 2022 and is incorporated by reference herein.

ATKORE INC.
TRAILING TWELVE MONTHS ADJUSTED EBITDA

The following table presents a reconciliation of Adjusted EBITDA for the trailing twelve months (TTM) ended June 30, 2023:
TTMThree months ended
(in thousands)June 30, 2023June 30, 2023March 31, 2023December 30, 2022September 30, 2022
Net income$769,776 $201,288 $174,194 $173,492 $220,802 
Interest expense, net35,645 8,682 8,475 9,488 9,000 
Income tax expense187,411 18,931 53,364 48,559 66,557 
Depreciation and amortization108,617 30,105 28,598 25,967 23,947 
Stock-based compensation21,164 5,966 6,863 5,270 3,065 
Other (a)
12,619 5,289 4,547 1,069 1,714 
Adjusted EBITDA$1,135,233 $270,262 $276,041 $263,845 $325,085 
(a) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, release of indemnified uncertain tax positions, gain on purchase of business, loss on assets held for sale (includes loss on assets held for sale in Russia. See Note 11, “Goodwill and Intangible Assets” in the form 10-Q filed August 8, 2023 for additional information.), realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, transaction and restructuring costs.

14
© Atkore Third Quarter 2023 Earnings Presentation and Business Update August 8, 2023


 
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 Solid Results in Q3 2023 1. See non-GAAP reconciliation in appendix. 493.5 384.9 853.7 1,061.6 895.9 919.1 Q3 2019 Q3 2020 Q3 2021 Q3 2022 Q2 2023 Q3 2023 +2.6% 88.5 63.7 274.3 377.5 276.0 270.3 Q3 2019 Q3 2020 Q3 2021 Q3 2022 Q2 2023 Q3 2023 -2.1% 1.04 0.67 3.96 6.07 4.87 5.72 Q3 2019 Q3 2020 Q3 2021 Q3 2022 Q2 2023 Q3 2023 +17.5% Net Sales $M Net Income $M Adjusted EBITDA1 $M Adjusted Diluted EPS1 $/share 0.75 0.49 3.64 5.74 4.31 5.13 Q3 2019 Q3 2020 Q3 2021 Q3 2022 Q2 2023 Q3 2023 +19.0% Diluted EPS $/share Q3 volume growth of 2%; continue to expect mid single digit percentage volume growth for FY 2023 Year to date operating cash flow up 52% versus prior year; repurchased $147M in stock in Q3 2023, and have repurchased over $416M in FY 2023 YTD; approximately $384M in remaining stock repurchase authorization Changed FY 2023 accounting treatment for solar credits related to the Inflation Reduction Act which created a larger than expected tax benefit in Q3, and an unfavorable impact versus prior projections for both Adjusted EBITDA and Adjusted Diluted EPS in Q4 Increasing Full Year 2023 Outlook for Adjusted Diluted EPS Business Update 36.6 24.1 175.3 254.3 174.2 201.3 Q3 2019 Q3 2020 Q3 2021 Q3 2022 Q2 2023 Q3 2023 +15.6%


 
4© Atkore Solar Credit Accounting Treatment Explanation 1. For additional details, see Note 2, “Revenue from Contracts with Customers” in our forms 10-Q filed May 9, 2023 and August 8, 2023. 2. See non-GAAP reconciliation in appendix Adjusted EBITDA2 Net Sales Adjusted Diluted EPS2 $5.22 $5.72$0.50 Q3 Assuming GGAM Variance Q3 Actual Results $291M $270M Q3 Assuming GGAM $21 Variance Q3 Actual Results $924M $919M Q3 Assuming GGAM $5 Variance Q3 Actual Results 24.4% 8.6% 15.8% Q3 Assuming GGAM Variance Q3 Actual Results 1580 bps Tax RateIn Q1 and Q2 2023, Atkore utilized the Government Grant Accounting Model (GGAM) regarding transferability of the solar credits being generated as part of the Inflation Reduction Act (IRA)1 and included the credits as a reduction of cost of sales Beginning in Q3 2023, Atkore changed the accounting treatment for the solar tax credits to utilize the ASC 740 Accounting Model (ASC 740), which records the benefit of the credits as a reduction of tax provision instead of a reduction of cost of sales Atkore will return to GGAM Accounting regarding the solar credits in FY 2024 Q3 Solar Credit BridgesBackground and Update


 
5© Atkore Q3 Income Statement Summary 1. See non-GAAP reconciliation in appendix 2. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of Net sales ($’s in millions) Q3 2023 Q3 2022 Y/Y Change Y/Y % Change Net Sales $919.1 $1,061.6 ($142.5) (13.4%) Operating Income $232.6 $349.7 ($117.2) (33.5%) Net Income $201.3 $254.3 ($53.0) (20.8%) Adjusted EBITDA1 $270.3 $377.5 ($107.3) (28.4%) Adjusted EBITDA Margin2 29.4% 35.6% (620 bps) - Tax Rate 8.6% 25.7% (1,710 bps) - Net Income per Share (Diluted) $5.13 $5.74 ($0.61) (10.6%) Adjusted Diluted EPS1 $5.72 $6.07 ($0.35) (5.8%)


 
6© Atkore Consolidated Atkore Bridges 1. See non-GAAP reconciliation in appendix. Adjusted EBITDA Bridge1 Net Sales BridgeQ3 2023 $20 $196 $48 $15 2022 Volume/Mix Price M&A F/X / Other / Solar Credit 2023 $1,062M $919M $3 $196 $113 $9 $31 2022 Volume/Mix Price Cost Changes M&A Productivity / Investment / F/X / Other / Solar Credit 2023 $378M $270M Net Sales % Change $6.07 $5.72 $1.72 $0.10 $0.03 $0.64 $0.60 2022 Quarterly Results M&A F/X / Interest / Tax Rate Share Count Solar Credit 2023 Adjusted Diluted EPS Bridge1 Volume/Mix +2% Price (18%) Acquisitions +4% F/X / Other (1%) Total (13%) Includes $18M of Solar Credit Impact


 
7© Atkore Segment Results $2 $161 $47 $4 2022 Volume/Mix Price M&A F/X / Other 2023 $822M $706M Q3 Net Sales Bridge $18 $35 $1 $12 2022 Volume/Mix Price M&A F/X / Other / Solar Credit 2023 $242M $214M Q3 Net Sales Bridge Electrical Safety & Infrastructure ($’s in millions) Q3 2023 Q3 2022 Y/Y Change Net Sales $705.6 $821.6 (14.1%) Adjusted EBITDA $266.6 $351.5 (24.2%) Adjusted EBITDA Margin 37.8% 42.8% (500 bps) ($’s in millions) Q3 2023 Q3 2022 Y/Y Change Net Sales $213.6 $241.9 (11.7%) Adjusted EBITDA $21.5 $45.7 (52.9%) Adjusted EBITDA Margin 10.1% 18.9% (880 bps) *Assuming the GGAM Method for solar credits, Q3 2023 Adjusted EBITDA would have been $42M with an Adjusted EBITDA Margin of 19%1 1. See non-GAAP reconciliation in appendix.


 
8© Atkore Cash Flow from Operating Activities FY23 YTD Cash Bridge Cash Flow Summary $564 $123 $83 $416 $13 FY22 YE Cash Balance Cash Flow From Operating Activities Capital Expenditures M&A Stock Repurchases Net Other Uses of Cash FY23 YTD Cash Balance $389M $318M $372M $564M FY22 YTD FY23 YTD +52% 54% 103% Cash flow from Operating Activities as % of Net Income


 
9© Atkore Updated FY2023 Outlook Outlook Summary 1. Reconciliations of the forward-looking quarterly and full-year 2023 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. 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 EPS outlook. Outlook Items for Consolidated Atkore Q4 2023 Outlook FY2023 Outlook Updates to FY2023 Outlook Key Comments & Perspective Net Sales Down 7% – 15% vs. PY Down 8% – 10% vs. PY (3%) / – Excluding the variance associated with the accounting treatment for solar credits, we estimate that the midpoint of the Q4 2023 and FY2023 Adjusted EBITDA Outlook would have been approximately $250M and $1,080M, respectively Adjusted EBITDA1 $210M – $230M $1,020M – $1,040M +$5M / ($25M) Adjusted Diluted EPS1 $3.70 – $4.10 $18.90 – $19.30 +$1.45 / +$0.95 Interest Expense ~$36M – $38M ($3M) / ($5M) Tax Rate 18% – 20% 18% – 20% (600 bps) Capital Expenditures ~$200M – Stock Repurchases ≥$416M +$16M Diluted Shares Outstanding2 ~39.5M – Increasing FY2023 Outlook for Adjusted Diluted EPS. Continue to expect mid-single digit percentage volume growth for full year Net Sales versus prior year.


 
10© Atkore FY 2023 Outlook Update Comparison 1. Reconciliations of the forward-looking quarterly and full-year 2023 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. Accordingly, we are relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude these reconciliations. Outlook expectations for both Adjusted EBITDA and Adjusted Diluted EPS for FY 2023 would have been in a position to increase versus the prior outlook provided in May under the GGAM method of accounting for solar credits Adjusted EBITDA Bridge1 Adjusted Diluted EPS Bridge1 $276 $291 $50 Q1 2023 Q2 2023 Q3 2023 Assuming GGAM $240 - $260 Q4 Outlook Assuming GGAM FY23 Outlook Assuming GGAM Variance Due to Change from GGAM to ASC 740 FY23 Outlook $264M $1,070 - $1,090 $1,020M - $1,040M $4.61 $4.87 $5.22 $0.13 Q1 2023 Q2 2023 Q3 2023 Assuming GGAM $4.07 - $4.47 Q4 Outlook Assuming GGAM FY23 Outlook Assuming GGAM Variance Due to Change from GGAM to ASC 740 FY23 Outlook $18.77 - $19.17 $18.90 - $19.30 Implied Q4 Outlook provided in May 2023 of $235M - $265M Implied Q4 Outlook provided in May 2023 of $4.02 - $4.52 Outlook provided in May 2023 of $1,015M - $1,065M Outlook provided in May 2023 of $17.45 - $18.35


 
11© Atkore Appendix


 
12© Atkore Segment Information Three months ended June 30, 2023 June 24, 2022 (in thousands) Net Sales Adjusted EBITDA Adjusted EBITDA Margin Net Sales Adjusted EBITDA Adjusted EBITDA Margin Electrical $ 705,617 $ 266,556 37.8 % $ 821,566 $ 351,466 42.8 % Safety & Infrastructure 213,606 21,493 10.1 % 241,909 45,669 18.9 % Eliminations (106) (1,885) Consolidated operations $ 919,117 $ 1,061,590


 
13© Atkore S&I Adjusted EBITDA Margin (Under Government Grant Accounting Model) Three months ended June 30, 2023 (in thousands) Net Sales Adjusted EBITDA Adjusted EBITDA Margin Safety & Infrastructure (as reported) $ 213,606 $ 21,493 10.1 % Total solar credits generated (a) — 20,248 Rebate allocation (b) 4,780 — Safety & Infrastructure under government grant accounting model $ 218,386 $ 41,741 19.1 % (a) Solar tax credits generated by the Company were previously recorded as a reduction to cost of sales under the government grant model and would have resulted in higher income before income taxes and Adjusted EBITDA. See Note 2, “Revenue from Contracts with Customers” in the forms 10-Q filed May 9, 2023 and August 8, 2023 for additional information. (b) Under the government grant accounting model, the Company allocated a portion of the rebate related to the transfer of solar tax credits to cost of sales. As reported, net sales includes the full economic value of the rebate. See Note 2, “Revenue from Contracts with Customers” in the forms 10-Q filed May 9, 2023 and August 8, 2023 for additional information.


 
14© Atkore Net Income to Adjusted EBITDA Reconciliation Three months ended (in thousands) June 30, 2023 March 31, 2023 June 24, 2022 June 25, 2021 June 26, 2020 June 28, 2019 Net income $ 201,288 $ 174,194 $ 254,313 $ 175,297 $ 24,078 $ 36,550 Interest expense, net 8,682 8,475 7,243 8,090 9,421 12,789 Income tax expense 18,931 53,364 88,041 61,654 8,672 11,106 Depreciation and amortization 30,105 28,598 20,428 20,166 18,316 17,760 Stock-based compensation 5,966 6,863 4,625 3,768 1,656 4,120 Other (a) 5,289 4,547 2,880 5,289 1,581 6,156 Adjusted EBITDA $ 270,262 $ 276,041 $ 377,530 $ 274,264 $ 63,724 $ 88,481 (a) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, release of indemnified uncertain tax positions, gain on purchase of business, loss on assets held for sale (includes loss on assets held for sale in Russia. See Note 11, “Goodwill and Intangible Assets” in the form 10-Q filed August 8, 2023 for additional information.), realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, transaction and restructuring costs. Consolidated Atkore Inc.


 
15© Atkore Net Income to Adjusted EBITDA Reconciliation (Under Government Grant Accounting Model) (in thousands) June 30, 2023 Income before income taxes (as reported) $ 220,219 Total solar credits generated (a) 20,248 Income before income taxes (adjusted for solar credits) 240,467 Income tax expense (at 24.4%) 58,674 Net Income 181,793 Net income 181,793 Interest expense, net 8,682 Income tax expense 58,674 Depreciation and amortization 30,105 Stock-based compensation 5,966 Other (b) 5,289 Adjusted EBITDA $ 290,509 (a) Solar tax credits generated by the Company were previously recorded as a reduction to cost of sales under the government grant model and would have resulted in higher income before income taxes. See Note 2, “Revenue from Contracts with Customers” in the forms 10-Q filed May 9, 2023 and August 8, 2023 for additional information. (b) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, release of indemnified uncertain tax positions, gain on purchase of business, loss on assets held for sale (includes loss on assets held for sale in Russia. See Note 11, “Goodwill and Intangible Assets” in the form 10-Q filed August 8, 2023 for additional information.), realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, transaction and restructuring costs. Consolidated Atkore Inc.


 
16© Atkore Earnings Per Share Reconciliation (Under Government Grant Accounting Model) (in thousands) June 30, 2023 Income before income taxes (as reported) $ 220,219 Total solar credits generated (a) 20,248 Income before income taxes (adjusted for solar credits) 240,467 Income tax expense (at 24.4%) 58,674 Net Income 181,793 Net income 181,793 Less: Undistributed earnings allocated to participating securities 3,086 Net income available to common shareholders $ 178,707 Denominator: Basic weighted average common shares outstanding Effective of dilutive securities: Non-participating employee stock options 38,132 Diluted weighted average common shares outstanding 525 Weighted-average Diluted Common Shares Outstanding 38,657 Basic earnings per share $ 4.69 Diluted earnings per share $ 4.62 (a) Solar tax credits generated by the Company were previously recorded as a reduction to cost of sales under the government grant model and would have resulted in higher income before income taxes. See Note 2, “Revenue from Contracts with Customers” in the forms 10-Q filed May 9, 2023 and August 8, 2023 for additional information. Consolidated Atkore Inc.


 
17© Atkore Adjusted Diluted EPS Reconciliation (Adjusted Net Income Per Diluted Share) Three months ended (in thousands, except per share data) June 30, 2023 March 31, 2023 June 24, 2022 June 25, 2021 June 26, 2020 June 28, 2019 Net income $ 201,288 $ 174,194 $ 254,313 $ 175,297 $ 24,078 $ 36,550 Stock-based compensation 5,966 6,863 4,625 3,768 1,656 4,120 Intangible asset amortization 15,192 14,790 8,624 8,707 8,026 7,868 Loss on extinguishment of debt — — — 4,202 — — Other (a) 5,358 4,276 1,028 (863) 984 5,371 Pre-tax adjustments to net income 26,516 25,929 14,277 15,814 10,666 17,359 Tax effect (6,629) (6,482) (3,569) (3,954) (2,667) (4,253) Adjusted net income $ 221,175 $ 193,641 $ 265,021 $ 187,157 $ 32,077 $ 49,656 Weighted-Average Diluted Common Shares Outstanding 38,657 39,749 43,630 47,286 47,819 47,557 Net income per diluted share $ 5.13 $ 4.31 $ 5.74 $ 3.64 $ 0.49 $ 0.75 Adjusted net income per diluted share $ 5.72 $ 4.87 $ 6.07 $ 3.96 $ 0.67 $ 1.04 (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, loss on assets held for sale (includes loss on assets held for sale in Russia. See Note 11, “Goodwill and Intangible Assets” in the form 10-Q filed August 8, 2023 for additional information.), release of indemnified uncertain tax positions and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives. Consolidated Atkore Inc.


 
18© Atkore Adjusted Diluted EPS Reconciliation Consolidated Atkore Inc. (Adjusted Net Income Per Diluted Share, Under Government Grant Accounting Model) (in thousands) June 30, 2023 Income before income taxes (as reported) $ 220,219 Total solar credits generated (a) 20,248 Income before income taxes (adjusted for solar credits) 240,467 Income tax expense (at 24.4%) 58,674 Net Income 181,793 Net income 181,793 Stock-based compensation 5,966 Intangible asset amortization 15,192 Other (b) 5,358 Pre-tax adjustments to net income 26,516 Tax effect (6,629) Adjusted Net Income $ 201,680 Weighted-average Diluted Common Shares Outstanding 38,657 Net income per diluted share $ 4.62 Adjusted net income per diluted share $ 5.22 (a) Solar tax credits generated by the Company were previously recorded as a reduction to cost of sales under the government grant model and would have resulted in higher income before income taxes. See Note 2, “Revenue from Contracts with Customers” in the forms 10-Q filed May 9, 2023 and August 8, 2023 for additional information. (b) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, release of indemnified uncertain tax positions, gain on purchase of business, loss on assets held for sale (includes loss on assets held for sale in Russia. See Note 11, “Goodwill and Intangible Assets” in the form 10-Q filed August 8, 2023 for additional information.), realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, transaction and restructuring costs.


 
19© Atkore Trailing Twelve Month Adjusted EBITDA TTM Three months ended (in thousands) June 30, 2023 June 30, 2023 March 31, 2023 December 30, 2022 September 30, 2022 Net income $ 769,776 $ 201,288 $ 174,194 $ 173,492 $ 220,802 Interest expense, net 35,645 8,682 8,475 9,488 9,000 Income tax expense 187,411 18,931 53,364 48,559 66,557 Depreciation and amortization 108,617 30,105 28,598 25,967 23,947 Stock-based compensation 21,164 5,966 6,863 5,270 3,065 Other (a) 12,619 5,289 4,547 1,069 1,714 Adjusted EBITDA $ 1,135,233 $ 270,262 $ 276,041 $ 263,845 $ 325,085 (a) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, release of indemnified uncertain tax positions, gain on purchase of business, loss on assets held for sale (includes loss on assets held for sale in Russia. See Note 11, “Goodwill and Intangible Assets” in the form 10-Q filed August 8, 2023 for additional information.), realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, transaction and restructuring costs. Consolidated Atkore Inc.


 
20© Atkore Net Debt to Total Debt (in thousands) June 30, 2023 March 31, 2023 December 30, 2022 September 30, 2022 June 24, 2022 December 24, 2021 Long-term debt $ 762,149 $ 761,612 $ 761,074 $ 760,537 $ 759,999 $ 759,461 Total debt 762,149 761,612 761,074 760,537 759,999 759,461 Less cash and cash equivalents 317,809 354,342 307,827 388,751 186,650 390,399 Net debt $ 444,340 $ 407,270 $ 453,247 $ 371,786 $ 573,349 $ 369,062 Consolidated Atkore Inc.


 
21© Atkore Free Cash Flow Reconciliation Nine months ended (in thousands) June 30, 2023 June 24, 2022 Net cash provided by operating activities $ 563,748 $ 371,776 Capital expenditures (122,535) (81,990) Free Cash Flow $ 441,213 $ 289,786 Consolidated Atkore Inc.


 
22© Atkore atkore.com