Atkore Inc 8-K, filed Aug 2, 2022
Atkore Inc. (ATKR)
8-K
2022-08-02
For: 2022-08-02
View Original
Added on
April 08, 2026
About this 8-K
Atkore Inc filed this 8-K on August 2, 2022.
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): August 2, 2022
(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 August 2, 2022, Atkore International Group Inc. (the "Company" or "Atkore") issued a press release announcing the Company’s financial results for its fiscal 2022 third quarter ended June 24, 2022. 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 2, 2022 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
Vice President, General Counsel and Secretary
Date: August 2, 2022
 | Exhibit 99.1 | |||||||
Atkore Inc. Announces Third Quarter 2022 Results
•Net sales of $1,061.6 million, up 24.4% versus prior year
•Net income per diluted share increased by $2.10 versus prior year to $5.74; Adjusted net income per diluted share increased by $2.11 versus prior year to $6.07
•Net income increased by $79.0 million versus prior year to $254.3 million; Adjusted EBITDA increased by $103.3 million versus prior year to $377.5 million
•Full-year Net sales expected to be up approximately 32 percent compared to fiscal year 2021
•Full-year Adjusted EBITDA outlook increased $1,322 - $1,342 million; Full-year Adjusted net income per diluted share outlook increased to $20.89 - $21.24
HARVEY, IL. — August 2, 2022 (BUSINESS WIRE) - Atkore Inc. (the “Company” or “Atkore”) (NYSE: ATKR) announced earnings for its fiscal 2022 third quarter ended June 24, 2022.
“Atkore delivered year-over-year earnings growth and margin expansion in both Electrical and Safety & Infrastructure,” said Bill Waltz, Atkore President and Chief Executive Officer. “Our performance demonstrates the strength of the Atkore Business System and our industry-leading solutions, as well as our team’s continued dedication to supporting our customers. We also continued our strong track record of strategically expanding our business in projected high-growth markets by acquiring United Poly Systems to build on our HDPE (high-density polyethylene) conduit portfolio. We are confident that we are well positioned to capitalize on future growth opportunities and deliver excellent service to our customers.”
Waltz continued, “Our strong balance sheet provides us with the flexibility to continue to pursue organic and inorganic growth opportunities while returning capital to shareholders. In addition to United Poly Systems, we acquired a facility in Dallas, Texas that we expect to use to increase our capacity for HDPE conduit and other products, and to build a new regional distribution center that is expected to begin operating in 2024 or 2025. In addition, we have already repurchased $500 million in shares in fiscal 2022 inclusive of repurchases completed so far in the fourth quarter of fiscal year 2022. We are ahead of schedule on our plan announced last November to deploy more than $1 billion over the next two to three years in order to continue to build our leading portfolio, expand in adjacent markets and deliver significant value to shareholders.”
2022 Third Quarter Results
| Three months ended | |||||||||||||||||||||||||||||
| (in thousands) | June 24, 2022 | June 25, 2021 | Change | % Change | |||||||||||||||||||||||||
| Net sales | |||||||||||||||||||||||||||||
| Electrical | $ | 821,566 | $ | 661,163 | $ | 160,403 | 24.3 | % | |||||||||||||||||||||
| Safety & Infrastructure | 241,909 | 193,492 | 48,417 | 25.0 | % | ||||||||||||||||||||||||
| Eliminations | (1,885) | (997) | (888) | 89.1 | % | ||||||||||||||||||||||||
| Consolidated operations | $ | 1,061,590 | $ | 853,658 | $ | 207,932 | 24.4 | % | |||||||||||||||||||||
| Net income | $ | 254,313 | $ | 175,297 | $ | 79,016 | 45.1 | % | |||||||||||||||||||||
| Adjusted EBITDA | |||||||||||||||||||||||||||||
| Electrical | $ | 351,466 | $ | 267,824 | $ | 83,642 | 31.2 | % | |||||||||||||||||||||
| Safety & Infrastructure | 45,669 | 22,365 | 23,304 | 104.2 | % | ||||||||||||||||||||||||
| Unallocated | (19,605) | (15,925) | (3,680) | 23.1 | % | ||||||||||||||||||||||||
| Consolidated operations | $ | 377,530 | $ | 274,264 | $ | 103,266 | 37.7 | % | |||||||||||||||||||||
1
| Exhibit 99.1 | |||||||
Net sales increased by $207.9 million, or 24.4%, to $1,061.6 million for the three months ended June 24, 2022, compared to $853.7 million for the three months ended June 25, 2021. The increase in net sales is primarily attributed to increased average selling prices across the Company’s products of $244.0 million which were mostly driven by the PVC pipe and conduit product category within the Electrical segment and increased net sales of $13.8 million from companies acquired during fiscal 2021 and fiscal 2022. These increases are offset by decreased sales volume of $43.9 million across varying product categories within both the Electrical and the Safety & Infrastructure segments. Pricing for PVC products, as well as other parts of the business, is expected to return to more normal historical levels over time, but that time is uncertain.
Gross profit increased by $115.1 million, or 33.9%, to $454.3 million for the three months ended June 24, 2022, as compared to $339.3 million for the prior-year period. Gross margin increased to 42.8% for the three months ended June 24, 2022, as compared to 39.7% for the prior-year period. Gross profit increased primarily due to higher average selling prices of $244.0 million, partially offset by higher input costs of steel, copper and PVC resin of $98.0 million.
Net income increased by $79.0 million, or 45.1%, to $254.3 million for the three months ended June 24, 2022 compared to $175.3 million for the prior-year period primarily due to higher gross profit and lower interest expense, partially offset by higher selling, general and administrative costs, and income tax expense.
Adjusted EBITDA increased by $103.3 million, or 37.7%, to $377.5 million for the three months ended June 24, 2022 compared to $274.3 million for the three months ended June 25, 2021. The increase was primarily due to higher gross profit.
Net income per diluted share prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) was $5.74 for the three months ended June 24, 2022, as compared to $3.64 in the prior-year period. Adjusted net income per diluted share increased by $2.11 to $6.07 for the three months ended June 24, 2022, as compared to $3.96 in the prior year period. The increase in diluted earnings per share and adjusted net income per share is primarily attributed to higher net income.
Segment Results
Electrical
Net sales increased by $160.4 million, or 24.3%, to $821.6 million for the three months ended June 24, 2022 compared to $661.2 million for the three months ended June 25, 2021. The increase in net sales is primarily attributed to increased average selling prices of $200.1 million which were mostly driven by the plastic pipe and conduit product category and increased net sales of $6.9 million from companies acquired during fiscal 2021 and fiscal 2022. These increases are offset by decreased sales volume of $41.2 million across varying product categories. Pricing for PVC products, as well as other parts of the business, is expected to return to more normal historical levels over time, but that time is uncertain.
Adjusted EBITDA for the three months ended June 24, 2022 increased by $83.6 million, or 31.2%, to $351.5 million from $267.8 million for the three months ended June 25, 2021. Adjusted EBITDA margins increased to 42.8% for the three months ended June 24, 2022 compared to 40.5% for the three months ended June 25, 2021. The increase in Adjusted EBITDA and Adjusted EBITDA margins was largely due to higher average selling prices over input costs.
Safety & Infrastructure
Net sales increased by $48.4 million, or 25.0%, for the three months ended June 24, 2022 to $241.9 million compared to $193.5 million for the three months ended June 25, 2021. The increase is primarily attributed to increased average selling prices of $43.9 million driven by higher input costs of steel and
2
| Exhibit 99.1 | |||||||
increased net sales of $6.9 million from companies acquired during fiscal 2022 partially offset by lower volumes of $2.8 million primarily across various steel product categories.
Adjusted EBITDA increased by $23.3 million, or 104.2%, to $45.7 million for the three months ended June 24, 2022 compared to $22.4 million for the three months ended June 25, 2021. Adjusted EBITDA margins increased to 18.9% for the three months ended June 24, 2022 compared to 11.6% for the three months ended June 25, 2021. The Adjusted EBITDA increase is primarily due to the price increases, partially offset by lower volume, discussed above.
Full-Year Outlook
The Company is updating its outlook for Adjusted EBITDA and Adjusted net income per diluted share for fiscal year 2022. The Company expects Net Sales to be up approximately 32 percent versus fiscal year 2021. The Company expects Adjusted EBITDA to be in the range of $1,322 million to $1,342 million, and Adjusted net income per diluted share to be in the range of $20.89 - $21.24.
The Company also continues to support its perspective on fiscal year 2023 provided previously in May 2022. The Company estimates fiscal year 2023 Adjusted EBITDA to be approximately $800 million to $900 million. The Company notes that this perspective may vary due to changes in assumptions or market conditions and other factors described under “Forward-Looking Statements.”
Reconciliations of the forward-looking full-year 2022 outlook for Adjusted EBITDA and Adjusted net income per diluted share, and perspective for full-year 2023 Adjusted EBITDA are not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliations.
Conference Call Information
Atkore management will host a conference call today, August 2, 2022, 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, 2022. 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
LWinter@atkore.com
3
| Exhibit 99.1 | |||||||
Investor Contact:
John Deitzer
Vice President - Treasury & 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 to our various products, as well as government inquiries and investigations, and consumer, employment, tort
4
| Exhibit 99.1 | |||||||
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, 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
| 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, 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.
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 (“TTM”) 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 (used in) operating activities, less capital expenditures. We believe that Free Cash Flow provides meaningful information regarding the Company’s liquidity.
6
ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three months ended | Nine months ended | |||||||||||||||||||||||||
| (in thousands, except per share data) | June 24, 2022 | June 25, 2021 | June 24, 2022 | June 25, 2021 | ||||||||||||||||||||||
| Net sales | $ | 1,061,590 | $ | 853,658 | $ | 2,884,963 | $ | 2,004,283 | ||||||||||||||||||
| Cost of sales | 607,267 | 514,385 | 1,659,416 | 1,235,970 | ||||||||||||||||||||||
| Gross profit | 454,323 | 339,273 | 1,225,547 | 768,313 | ||||||||||||||||||||||
| Selling, general and administrative | 95,952 | 81,832 | 263,020 | 210,250 | ||||||||||||||||||||||
| Intangible asset amortization | 8,624 | 8,707 | 25,554 | 25,063 | ||||||||||||||||||||||
| Operating income | 349,747 | 248,734 | 936,973 | 533,000 | ||||||||||||||||||||||
| Interest expense, net | 7,243 | 8,090 | 21,676 | 24,760 | ||||||||||||||||||||||
| Loss on extinguishment of debt | — | 4,202 | 4,202 | |||||||||||||||||||||||
| Other income, net | 150 | (509) | (964) | (8,180) | ||||||||||||||||||||||
| Income before income taxes | 342,354 | 236,951 | 916,261 | 512,218 | ||||||||||||||||||||||
| Income tax expense | 88,041 | 61,654 | 223,630 | 126,922 | ||||||||||||||||||||||
| Net income | $ | 254,313 | $ | 175,297 | $ | 692,631 | $ | 385,296 | ||||||||||||||||||
| Net income per share | ||||||||||||||||||||||||||
| Basic | $ | 5.81 | $ | 3.69 | $ | 15.30 | $ | 8.08 | ||||||||||||||||||
| Diluted | $ | 5.74 | $ | 3.64 | $ | 15.10 | $ | 7.95 | ||||||||||||||||||
7
ATKORE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (in thousands, except share and per share data) | June 24, 2022 | September 30, 2021 | ||||||||||||
| Assets | ||||||||||||||
| Current Assets: | ||||||||||||||
| Cash and cash equivalents | $ | 186,650 | $ | 576,289 | ||||||||||
| Accounts receivable, less allowance for current and expected credit losses of $4,204 and $2,510, respectively | 737,319 | 524,926 | ||||||||||||
| Inventories, net | 444,661 | 285,989 | ||||||||||||
| Prepaid expenses and other current assets | 65,076 | 34,248 | ||||||||||||
| Total current assets | 1,433,706 | 1,421,452 | ||||||||||||
| Property, plant and equipment, net | 343,337 | 275,622 | ||||||||||||
| Intangible assets, net | 351,477 | 241,204 | ||||||||||||
| Goodwill | 281,949 | 199,048 | ||||||||||||
| Right-of-use assets, net | 42,124 | 41,113 | ||||||||||||
| Deferred tax assets | 29,431 | 29,693 | ||||||||||||
| Other long-term assets | 2,027 | 1,967 | ||||||||||||
| Total Assets | $ | 2,484,051 | $ | 2,210,099 | ||||||||||
| Liabilities and Equity | ||||||||||||||
| Current Liabilities: | ||||||||||||||
| Accounts payable | 275,367 | 243,164 | ||||||||||||
| Income tax payable | 10,176 | 72,953 | ||||||||||||
| Accrued compensation and employee benefits | 48,927 | 57,437 | ||||||||||||
| Customer liabilities | 95,435 | 80,324 | ||||||||||||
| Lease obligations | 11,336 | 11,785 | ||||||||||||
| Other current liabilities | 76,913 | 59,273 | ||||||||||||
| Total current liabilities | 518,154 | 524,936 | ||||||||||||
| Long-term debt | 759,999 | 758,386 | ||||||||||||
| Long-term lease obligations | 31,714 | 30,236 | ||||||||||||
| Deferred tax liabilities | 16,881 | 16,746 | ||||||||||||
| Pension liabilities | 1,854 | 3,819 | ||||||||||||
| Other long-term liabilities | 15,440 | 11,240 | ||||||||||||
| Total Liabilities | 1,344,042 | 1,345,363 | ||||||||||||
| Equity: | ||||||||||||||
| Common stock, $0.01 par value, 1,000,000,000 shares authorized, 42,530,966 and 45,997,159 shares issued and outstanding, respectively | 426 | 461 | ||||||||||||
| Treasury stock, held at cost, 290,600 and 290,600 shares, respectively | (2,580) | (2,580) | ||||||||||||
| Additional paid-in capital | 496,785 | 506,921 | ||||||||||||
| Retained earnings | 684,400 | 388,660 | ||||||||||||
| Accumulated other comprehensive loss | (39,022) | (28,726) | ||||||||||||
| Total Equity | 1,140,009 | 864,736 | ||||||||||||
| Total Liabilities and Equity | $ | 2,484,051 | $ | 2,210,099 | ||||||||||
8
ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine months ended | ||||||||||||||
| (in thousands) | June 24, 2022 | June 25, 2021 | ||||||||||||
| Operating activities: | ||||||||||||||
| Net income | $ | 692,631 | $ | 385,296 | ||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | 60,467 | 58,475 | ||||||||||||
| Deferred income taxes | (12,649) | 17,939 | ||||||||||||
| Stock-based compensation | 14,180 | 14,158 | ||||||||||||
| Amortization of right-of-use assets | 9,868 | 10,545 | ||||||||||||
| Loss on extinguishment of debt | — | 4,202 | ||||||||||||
| Other non-cash adjustments to net income | 13,268 | (964) | ||||||||||||
| Changes in operating assets and liabilities, net of effects from acquisitions | ||||||||||||||
| Accounts receivable | (189,306) | (217,583) | ||||||||||||
| Inventories | (152,705) | (32,556) | ||||||||||||
| Prepaid expenses and other current assets | (17,236) | (7,081) | ||||||||||||
| Accounts payable | 15,598 | 69,353 | ||||||||||||
| Accrued and other liabilities | 13,063 | 35,665 | ||||||||||||
| Income taxes | (76,996) | (15,023) | ||||||||||||
| Other, net | 1,592 | (3,805) | ||||||||||||
| Net cash provided by operating activities | 371,776 | 318,621 | ||||||||||||
| Investing activities: | ||||||||||||||
| Capital expenditures | (81,990) | (34,242) | ||||||||||||
| Proceeds from sale of properties and equipment | 658 | 3,117 | ||||||||||||
| Acquisition of businesses, net of cash acquired | (255,361) | (43,195) | ||||||||||||
| Other, net | — | 17 | ||||||||||||
| Net cash used in investing activities | (336,693) | (74,303) | ||||||||||||
| Financing activities: | ||||||||||||||
| Repayments of long-term debt | — | (812,120) | ||||||||||||
| Proceeds from issuance of long-term debt | — | 798,000 | ||||||||||||
| Payment for debt financing costs and fees | — | (11,294) | ||||||||||||
| Issuance of common stock, net of shares withheld for tax | (24,312) | 65 | ||||||||||||
| Repurchase of common stock | (396,929) | (110,063) | ||||||||||||
| Net cash used for financing activities | (421,241) | (135,412) | ||||||||||||
| Effects of foreign exchange rate changes on cash and cash equivalents | (3,481) | 3,765 | ||||||||||||
| (Decrease) Increase in cash and cash equivalents | (389,639) | 112,671 | ||||||||||||
| Cash and cash equivalents at beginning of period | 576,289 | 284,471 | ||||||||||||
| Cash and cash equivalents at end of period | $ | 186,650 | $ | 397,142 | ||||||||||
9
| Nine months ended | ||||||||||||||
| (in thousands) | June 24, 2022 | June 25, 2021 | ||||||||||||
| Supplementary Cash Flow information | ||||||||||||||
| Capital expenditures, not yet paid | $ | 5,212 | $ | 457 | ||||||||||
| Operating lease right-of-use assets obtained in exchange for lease liabilities | $ | 2,919 | $ | 2,630 | ||||||||||
| Acquisitions of businesses, not yet paid | $ | 3,266 | $ | — | ||||||||||
| Free Cash Flow: | ||||||||||||||
| Net cash provided by operating activities | $ | 371,776 | $ | 318,621 | ||||||||||
| Capital expenditures | (81,990) | (34,242) | ||||||||||||
| Free Cash Flow: | $ | 289,786 | $ | 284,379 | ||||||||||
10
ATKORE INC.
ADJUSTED EBITDA
The following table presents reconciliations of Adjusted EBITDA to net income for the periods presented:
| Three months ended | Nine months ended | |||||||||||||||||||||||||
| (in thousands) | June 24, 2022 | June 25, 2021 | June 24, 2022 | June 25, 2021 | ||||||||||||||||||||||
| Net income | $ | 254,313 | $ | 175,297 | $ | 692,631 | $ | 385,296 | ||||||||||||||||||
| Interest expense, net | 7,243 | 8,090 | 21,676 | 24,760 | ||||||||||||||||||||||
| Income tax expense | 88,041 | 61,654 | 223,630 | 126,922 | ||||||||||||||||||||||
| Depreciation and amortization | 20,428 | 20,166 | 60,467 | 58,475 | ||||||||||||||||||||||
| Stock-based compensation | 4,625 | 3,768 | 14,180 | 14,158 | ||||||||||||||||||||||
| Loss on extinguishment of debt | — | 4,202 | — | 4,202 | ||||||||||||||||||||||
| Transaction costs | 1,708 | 287 | 3,274 | 646 | ||||||||||||||||||||||
Other (a) | 1,172 | 800 | 848 | (9,840) | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 377,530 | $ | 274,264 | $ | 1,016,706 | $ | 604,619 | ||||||||||||||||||
(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, gain on purchase of business, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, 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 24, 2022 | June 25, 2021 | |||||||||||||||||||||||||||||||||||||
| (in thousands) | Net sales | Adjusted EBITDA | Adjusted EBITDA Margin | Net sales | Adjusted EBITDA | Adjusted EBITDA Margin | ||||||||||||||||||||||||||||||||
| Electrical | $ | 821,566 | $ | 351,466 | 42.8 | % | $ | 661,163 | $ | 267,824 | 40.5 | % | ||||||||||||||||||||||||||
| Safety & Infrastructure | 241,909 | 45,669 | 18.9 | % | 193,492 | 22,365 | 11.6 | % | ||||||||||||||||||||||||||||||
| Eliminations | (1,885) | (997) | ||||||||||||||||||||||||||||||||||||
| Consolidated operations | $ | 1,061,590 | $ | 853,658 | ||||||||||||||||||||||||||||||||||
| Nine months ended | ||||||||||||||||||||||||||||||||||||||
| June 24, 2022 | June 25, 2021 | |||||||||||||||||||||||||||||||||||||
| (in thousands) | Net sales | Adjusted EBITDA | Adjusted EBITDA Margin | Net sales | Adjusted EBITDA | Adjusted EBITDA Margin | ||||||||||||||||||||||||||||||||
| Electrical | $ | 2,220,482 | $ | 961,983 | 43.3 | % | $ | 1,535,808 | $ | 589,923 | 38.4 | % | ||||||||||||||||||||||||||
| Safety & Infrastructure | 666,704 | 102,018 | 15.3 | % | 470,957 | 52,810 | 11.2 | % | ||||||||||||||||||||||||||||||
| Eliminations | (2,223) | (2,482) | ||||||||||||||||||||||||||||||||||||
| Consolidated operations | $ | 2,884,963 | $ | 2,004,283 | ||||||||||||||||||||||||||||||||||
12
ATKORE INC.
ADJUSTED NET INCOME PER SHARE
The following table presents reconciliations of Adjusted net income to net income for the periods presented:
| Three months ended | Nine months ended | |||||||||||||||||||||||||
| (in thousands, except per share data) | June 24, 2022 | June 25, 2021 | June 24, 2022 | June 25, 2021 | ||||||||||||||||||||||
| Net income | $ | 254,313 | $ | 175,297 | $ | 692,631 | $ | 385,296 | ||||||||||||||||||
| Stock-based compensation | 4,625 | 3,768 | 14,180 | 14,158 | ||||||||||||||||||||||
| Intangible asset amortization | 8,624 | 8,707 | 25,554 | 25,063 | ||||||||||||||||||||||
| Loss on extinguishment of debt | — | 4,202 | — | 4,202 | ||||||||||||||||||||||
Other (a) | 1,028 | (863) | 108 | (11,860) | ||||||||||||||||||||||
| Pre-tax adjustments to net income | 14,277 | 15,814 | 39,842 | 31,563 | ||||||||||||||||||||||
| Tax effect | (3,569) | (3,954) | (9,960) | (7,891) | ||||||||||||||||||||||
| Adjusted net income | $ | 265,021 | $ | 187,157 | $ | 722,513 | $ | 408,968 | ||||||||||||||||||
| Diluted weighted average common shares outstanding | 43,630 | 47,286 | 45,131 | 47,513 | ||||||||||||||||||||||
| Net income per diluted share | $ | 5.74 | $ | 3.64 | $ | 15.10 | $ | 7.95 | ||||||||||||||||||
| Adjusted net income per diluted share | $ | 6.07 | $ | 3.96 | $ | 16.01 | $ | 8.61 | ||||||||||||||||||
| (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. | ||||||||||||||||||||||||||
13
ATKORE INC.
LEVERAGE RATIO
The following table presents reconciliations of Net debt to Total debt for the periods presented:
ATKORE INC.
TRAILING TWELVE MONTHS ADJUSTED EBITDA
The following table presents a reconciliation of Adjusted EBITDA for the trailing twelve months (TTM) ended June 24, 2022:
| TTM | Three months ended | ||||||||||||||||||||||||||||
| (in thousands) | June 24, 2022 | June 24, 2022 | March 25, 2022 | December 24, 2021 | September 30, 2021 | ||||||||||||||||||||||||
| Net income | $ | 895,194 | $ | 254,313 | $ | 233,477 | $ | 204,843 | $ | 202,561 | |||||||||||||||||||
| Interest expense, net | 29,814 | 7,243 | 7,514 | 6,918 | 8,139 | ||||||||||||||||||||||||
| Income tax expense | 288,851 | 88,041 | 78,613 | 56,975 | 65,222 | ||||||||||||||||||||||||
| Depreciation and amortization | 80,550 | 20,428 | 19,994 | 20,046 | 20,082 | ||||||||||||||||||||||||
| Stock-based compensation | 17,069 | 4,625 | 6,128 | 3,427 | 2,889 | ||||||||||||||||||||||||
| Loss on the extinguishment of debt | — | — | — | — | — | ||||||||||||||||||||||||
| Other(a) | (1,841) | 2,880 | 440 | 801 | (5,962) | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 1,309,637 | $ | 377,530 | $ | 346,166 | $ | 293,010 | $ | 292,931 | |||||||||||||||||||
(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, gain on purchase of business, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, and restructuring costs. | |||||||||||||||||||||||||||||
14
© Atkore Inc. Third Quarter 2022 Earnings Presentation August 2, 2022
© 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. (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 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 (also referred to as “Adjusted 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. 2
© Atkore Strong Results in Q3 2022; Investing for the Future 1. See non-GAAP reconciliation in appendix. 493.5 384.9 853.7 1,061.6 Q3 2019 Q3 2020 Q3 2021 Q3 2022 +24% 36.6 24.1 175.3 254.3 Q3 2019 Q3 2022 Q3 2020 Q3 2021 +45% 88.5 63.7 274.3 377.5 Q3 2019 Q3 2020 Q3 2021 Q3 2022 +38% 1.04 0.67 3.96 6.07 Q3 2020 Q3 2019 Q3 2022 Q3 2021 +53% Revenue $M Net Income $M Adjusted EBITDA1 $M Adjusted EPS1 $/share Solid results in Q3 with strong earnings growth and margin expansion Repurchased $136M in stock in Q3 Acquired Talon Products, LLC and United Poly Systems Purchased a new location in Dallas, Texas to support growth in our HDPE products and expand our Regional Distribution Center (RDC) footprint Increasing outlook and expectations for FY 2022 Business Update 3
© Atkore Infrastructure Investment and Jobs Act (IIJA) provided $65 billion for broadband deployment Expansion of 5G networks by telecom providers will continue Power and electric utility companies continue to invest heavily in “grid hardening” to protect our electrical infrastructure from storms and other adverse conditions Market Highlights Strategically Growing HDPE Conduit Offering Acquired Four Star Industries in December 2021 Acquired United Poly Systems in June 2022 Planning future organic investments in our new Dallas, Texas facility to expand our capabilities and capacity 4 Atkore Actions
© Atkore Expanding our RDC Network 5 RDC Footprint Atkore Regional Distribution Centers are a one- stop shop for our portfolio of products. Each RDC provides: Co-Load Supply Capabilities – Achieve freight minimum with maximum efficiency. Combine multiple product lines into one order. Will Call Services – Receive same-day orders in as little as two hours with the ability to track those orders in our own “Will Call App” on smart phone devices. Breadth of Products – Stock thousands of Electrical and Safety & Infrastructures products. An offering that is unmatched in the industry in our categories. New Dallas RDC will expand our footprint and provide additional support for our customers in the southern United States RDC Benefits & Growth Strategy Learn More and Check Out the Video at: https://www.atkore.com/rdc/ New RDC in 2024/2025
© Atkore Q3 Income Statement Summary 6 1. See non-GAAP reconciliation in appendix 2. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of Net sales ($’s in millions) Q3 2022 Q3 2021 Y/Y Change Y/Y % Change Net Sales $1,061.6 $853.7 $207.9 24.4% Operating Income $349.7 $248.7 $101.0 40.6% Net Income $254.3 $175.3 $79.0 45.1% Adjusted EBITDA1 $377.5 $274.3 $103.3 37.7% Adjusted EBITDA Margin2 35.6% 32.1% +350 bps - Net Income per Share (Diluted) $5.74 $3.64 $2.10 57.7% Adjusted Net Income per Share1 (Diluted) $6.07 $3.96 $2.11 53.3%
© Atkore Consolidated Atkore Q3 2022 Bridges 7 Volume/Mix (5.1%) Price +28.6% Acquisitions +1.6% F/X / Other (0.7%) Total +24.4% $44 $244 $14 $6 2021 PriceVolume/Mix M&A F/X / Other 2022 $854M $1,062M Delivered strong results despite a challenging operating environment Solid volume growth in our international markets and focused product categories Positive momentum and solid performance from acquisitions completed earlier in the fiscal year (Four Star Industries & Sasco Tubes & Roll Forming) $15 $111 $244 $3 $17 2021 Volume/Mix Price $274M 2022M&ACost Changes Productivity / Investment / F/X / Other $378M Net Sales % Change Highlights Q3 Adjusted EBITDA Bridge Q3 Net Sales Bridge
© Atkore Q3 2022 Segment Results 8 Electrical Safety & Infrastructure ($’s in millions) Q3 2022 Q3 2021 Y/Y Change Net Sales $821.6 $661.2 24.3% Adjusted EBITDA $351.5 $267.8 31.2% Adjusted EBITDA Margin 42.8% 40.5% +230 bps ($’s in millions) Q3 2022 Q3 2021 Y/Y Change Net Sales $241.9 $193.5 25.0% Adjusted EBITDA $45.7 $22.4 104.2% Adjusted EBITDA Margin 18.9% 11.6% +730 bps $41 $200 $7 $5 2021 Volume/Mix Price M&A F/X / Other 2022 $661M $822M $3 $44 $7 $1 Volume/Mix2021 Price M&A F/X / Other 2022 $193M $242M Q3 Net Sales Bridge Q3 Net Sales Bridge
© Atkore Ahead of schedule on plan to deploy over $1 billion in cash over next two to three years1; Deployed over $730 million in first nine months of 2022 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 $82M in capital expenditures with key investments in digital tools and strategic growth expansion with new facility purchase in Dallas, Texas Over $250M on four acquisitions; continue to maintain a strong pipeline of targets to support growth in key end markets and product areas $397M in share repurchases in the first nine months of the year; $103M already repurchased in Q4 FY22 for a total of $500M this fiscal year Expect to exceed plan to deploy > $1B in cash over the next two to three years1 9 FY2022 Nine Month YTD Results & Status Update 1. Plan announced in November 2021.
© Atkore Increasing FY2022 expectations given results and performance year to date in FY2022. Continue to support perspective on FY2023. FY2022 Outlook 10 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 Summary Outlook Items for Consolidated Atkore Q4 2022 Outlook FY2022 Outlook Changes to Prior FY2022 Outlook Net Sales +4% – 8% +~32% +~7% / +~2% Adjusted EBITDA1 $305 – $325M $1,322 – $1,342M +$72M / +$42M Adjusted EPS1 $4.85 – $5.20 $20.89 – $21.24 +$1.24 / +$0.79 Interest Expense ~$32M Tax Rate ~25% Capital Expenditures $120 – $140M + $40 / + $50M Stock Buybacks $500M +$100M Diluted Shares Outstanding2 ~44.5M (0.5)M Continue to expect FY2023 Adjusted EBITDA in the range of $800 to $900 million dollars FY2023 perspective may vary due to changes in assumptions or market conditions FY2023 Perspective
© Atkore Appendix
© Atkore Segment Information 12 Three months ended June 24, 2022 June 25, 2021 (in thousands) Net sales Adjusted EBITDA Adjusted EBITDA Margin Net sales Adjusted EBITDA Adjusted EBITDA Margin Electrical $ 821,566 $ 351,466 42.8 % $ 661,163 $ 267,824 40.5 % Safety & Infrastructure 241,909 45,669 18.9 % 193,492 22,365 11.6 % Eliminations (1,885) (997) Consolidated operations $ 1,061,590 $ 853,658
© Atkore Adjusted Earnings Per Share Reconciliation Consolidated Atkore Inc. 13 Three months ended (in thousands, except per share data) June 24, 2022 June 25, 2021 June 26, 2020 June 28, 2019 Net income $ 254,313 $ 175,297 $ 24,078 $ 36,550 Stock-based compensation 4,625 3,768 1,656 4,120 Intangible asset amortization 8,624 8,707 8,026 7,868 Loss on extinguishment of debt — 4,202 — — Other (a) 1,028 (863) 984 5,371 Pre-tax adjustments to net income 14,277 15,814 10,666 17,359 Tax effect (3,569) (3,954) (2,667) (4,253) Adjusted net income $ 265,021 $ 187,157 $ 32,077 $ 49,656 Weighted-Average Diluted Common Shares Outstanding 43,630 47,286 47,819 47,557 Net income per diluted share $ 5.74 $ 3.64 $ 0.49 $ 0.75 Adjusted net income per diluted share $ 6.07 $ 3.96 $ 0.67 $ 1.04 (a) Represents other items, such as inventory reserves and adjustments, realized or unrealized gain (loss) on foreign currency transactions, loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of certain indemnified uncertain tax positions, gain on purchase of business 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. 14 Three months ended (in thousands) June 24, 2022 June 25, 2021 June 26, 2020 June 28, 2019 Net income $ 254,313 $ 175,297 $ 24,078 $ 36,550 Interest expense, net 7,243 8,090 9,421 12,789 Income tax expense 88,041 61,654 8,672 11,106 Depreciation and amortization 20,428 20,166 18,316 17,760 Stock-based compensation 4,625 3,768 1,656 4,120 Transaction costs 1,708 287 — Loss on extinguishment of debt — 4,202 — — Other (a) 1,172 800 1,581 6,156 Adjusted EBITDA $ 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, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax positions, gain on purchase of business, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, and restructuring costs.
© Atkore Trailing Twelve Month Adjusted EBITDA Consolidated Atkore Inc. 15 TTM Three months ended (in thousands) June 24, 2022 June 24, 2022 March 25, 2022 December 24, 2021 September 30, 2021 Net income $ 895,194 $ 254,313 $ 233,477 $ 204,843 $ 202,561 Interest expense, net 29,814 7,243 7,514 6,918 8,139 Income tax expense 288,851 88,041 78,613 56,975 65,222 Depreciation and amortization 80,550 20,428 19,994 20,046 20,082 Stock-based compensation 17,069 4,625 6,128 3,427 2,889 Loss on the extinguishment of debt — — — — — Other(a) (1,841) 2,880 440 801 (5,962) Adjusted EBITDA $ 1,309,637 $ 377,530 $ 346,166 $ 293,010 $ 292,931 (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, gain on purchase of business, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, and restructuring costs.
© Atkore Net Debt to Total Debt and Leverage Ratio Consolidated Atkore Inc. (a) 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 May 3, 2022, January 31, 2022, November 18, 2021, August 3, 2021, and April 29, 2021. 16 ($ in thousands) June 24, 2022 March 25, 2022 December 24, 2021 September 30, 2021 June 25, 2021 March 26, 2021 Short-term debt and current maturities of long-term debt $ — $ — $ — $ — $ 4,000 $ — Long-term debt 759,999 759,461 758,924 758,386 780,489 765,049 Total debt 759,999 759,461 758,924 758,386 784,489 765,049 Less cash and cash equivalents 186,650 390,399 $ 498,959 576,289 397,142 304,469 Net debt $ 573,349 $ 369,062 $ 259,965 $ 182,097 $ 387,347 $ 460,580 TTM Adjusted EBITDA (a) $ 1,309,637 $ 1,206,371 $ 1,053,570 $ 897,547 $ 702,815 $ 492,274 Total debt/TTM Adjusted EBITDA 0.6 x 0.6 x 0.7 x 0.8 x 1.1 x 1.6 x Net debt/TTM Adjusted EBITDA 0.4 x 0.3 x 0.2 x 0.2 x 0.6 x 0.9 x
© Atkore Free Cash Flow Reconciliation Consolidated Atkore Inc. 17 Nine months ended (in thousands) June 24, 2022 June 25, 2021 Net cash provided by operating activities $ 371,776 $ 318,621 Capital expenditures (81,990) (34,242) Free Cash Flow: $ 289,786 $ 284,379
© Atkore atkore.com © Atkore