atkr-20230201
0001666138false00016661382023-02-012023-02-01

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

Date of Report (Date of earliest event reported): February 1, 2023
atkr-20230201_g1.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 February 1, 2023, Atkore International Group Inc. (the "Company" or "Atkore") issued a press release announcing the Company’s financial results for its fiscal 2023 first quarter ended December 30, 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 February 1, 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: February 1, 2023




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Exhibit 99.1
Atkore Inc. Announces First Quarter 2023 Results

Net sales of $833.8 million, down 0.8% versus prior year
Net income per diluted share decreased by $0.12 versus prior year to $4.20; Adjusted net income per diluted share increased by $0.03 versus prior year to $4.61
Net income decreased by $31.4 million versus prior year to $173.5 million; Adjusted EBITDA decreased by $29.2 million versus prior year to $263.8 million
Full-year Adjusted EBITDA outlook increased to $950 - $1,050 million; Full-year Adjusted net income per diluted share outlook increased to $15.85 - $17.75

HARVEY, IL. February 1, 2023 (BUSINESS WIRE) - Atkore Inc. (the “Company” or “Atkore”) (NYSE: ATKR) announced earnings for its fiscal 2023 first quarter ended December 30, 2022.

“Atkore is off to a solid start in 2023 as we leverage our diversified approach and broad portfolio of leading solutions to capture opportunities for growth,” said Bill Waltz, Atkore President and Chief Executive Officer. “Our team delivered solid volume growth across our business in the quarter as we remain focused on executing our Atkore Business System and differentiating ourselves with customers. Our recent acquisitions – including Elite Polymer Solutions which has bolstered our HDPE offering – also continued to perform well and drive additional growth. As planned, we are strategically deploying capital toward both organic and inorganic growth opportunities as well as returning capital to shareholders. During the first quarter, we repurchased $150 million of Atkore common stock, and we have already repurchased over $100 million dollars in common stock in the second quarter.”

Waltz continued, “Given our first quarter performance and current market dynamics, we are raising our fiscal 2023 outlook for Adjusted EBITDA and Adjusted EPS. We are excited about the opportunities ahead as we look to build on our momentum and create value for all of our stakeholders over the long-term.”


2023 First Quarter Results
Three months ended
(in thousands)December 30, 2022December 24, 2021Change% Change
Net sales
Electrical$638,705 $641,683 $(2,978)(0.5)%
Safety & Infrastructure195,259 200,510 (5,251)(2.6)%
Eliminations(143)(1,392)1,249 (89.7)%
Consolidated operations$833,821 $840,801 $(6,980)(0.8)%
Net income$173,492 $204,843 $(31,351)(15.3)%
Adjusted EBITDA 
Electrical$243,836 $279,547 $(35,711)(12.8)%
Safety & Infrastructure33,404 27,432 5,972 21.8 %
Unallocated(13,395)(13,969)574 (4.1)%
Consolidated operations$263,845 $293,010 $(29,165)(10.0)%

Net sales decreased by $7.0 million, or 0.8%, to $833.8 million for the three months ended December 30, 2022, compared to $840.8 million for the three months ended December 24, 2021. The decrease in net sales is primarily attributed to decreased average selling prices across the Company’s products of $108.3 million and the unfavorable impact of foreign exchange rates of $7.6 million. These decreases were partially offset by increased net sales of $61.3 million from companies acquired during fiscal 2022 and fiscal 2023 and increased sales volume of $45.6 million. Average selling prices have declined as the Company continues to see normalization of pricing.

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Exhibit 99.1

Gross profit decreased by $20.5 million, or 5.8%, to $334.4 million for the three months ended December 30, 2022, as compared to $354.8 million for the prior-year period. Gross margin decreased to 40.1% for the three months ended December 30, 2022, as compared to 42.2% for the prior-year period. Gross profit decreased primarily due to declines in average selling prices of $108.3 million partially offset by slower declines in the costs of steel, copper and PVC resin of $59.2 million, margin contribution on increased volume of $16.6 million, and companies acquired during fiscal 2022 and 2023 of $20.2 million.

Net income decreased by $31.4 million, or 15.3%, to $173.5 million for the three months ended December 30, 2022 compared to $204.8 million for the prior-year period primarily due to lower gross profit and higher selling, general and administrative costs, intangible amortization and interest expense.

Adjusted EBITDA decreased by $29.2 million, or 10.0%, to $263.8 million for the three months ended December 30, 2022 compared to $293.0 million for the three months ended December 24, 2021. The decrease was primarily due to lower gross profit.

Net income per diluted share prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) was $4.20 for the three months ended December 30, 2022, as compared to $4.32 in the prior-year period. Adjusted net income per diluted share increased by $0.03 to $4.61 for the three months ended December 30, 2022, as compared to $4.58 in the prior year period. The decrease in diluted earnings per share is primarily attributed to lower net income, while the increase in adjusted net income per share is primarily attributed to increased stock compensation and intangible asset amortization adjustments versus the comparable period.

Segment Results

Electrical

Net sales decreased by $3.0 million, or 0.5%, to $638.7 million for the three months ended December 30, 2022 compared to $641.7 million for the three months ended December 24, 2021. The decrease in net sales is primarily attributed to decreased average selling prices of $66.7 million and the unfavorable impact of foreign exchange rates of $7.6 million. These decreases were partially offset by increased net sales of $55.2 million from companies acquired during fiscal 2022 and fiscal 2023 and increased sales volume of $17.5 million, primarily in the metal electrical conduit and fittings and electrical cable and flexible conduit product lines.

Adjusted EBITDA for the three months ended December 30, 2022 decreased by $35.7 million, or 12.8%, to $243.8 million from $279.5 million for the three months ended December 24, 2021. Adjusted EBITDA margins decreased to 38.2% for the three months ended December 30, 2022 compared to 43.6% for the three months ended December 24, 2021. 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 $5.3 million, or 2.6%, for the three months ended December 30, 2022 to $195.3 million compared to $200.5 million for the three months ended December 24, 2021. The decrease is primarily attributed to decreased average selling prices of $41.6 million driven by lower input costs of steel partially offset by higher volumes of $28.1 million, primarily in the construction and metal framing product lines, and increased net sales of $6.1 million from companies acquired during fiscal 2022.

Adjusted EBITDA increased by $6.0 million, or 21.8%, to $33.4 million for the three months ended December 30, 2022 compared to $27.4 million for the three months ended December 24, 2021. Adjusted EBITDA margins increased to 17.1% for the three months ended December 30, 2022 compared to 13.7% for the three months ended December 24, 2021. The Adjusted EBITDA increase is primarily due to average selling prices declining slower than input costs.


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Exhibit 99.1
Full-Year Outlook1

The Company is increasing its estimate for fiscal year 2023 Adjusted EBITDA and Adjusted net income per diluted share. The Company estimates Adjusted EBITDA to be approximately $950 million to $1,050 million. Additionally, the Company estimates fiscal year 2023 Adjusted net income per diluted share to be in the range of $15.85 - $17.75.

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

Conference Call Information

Atkore management will host a conference call today, February 1, 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 February 16, 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]



Investor Contact:
John Deitzer
Vice President - Treasury & Investor Relations
708-225-2124
[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.

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Exhibit 99.1
Forward-Looking Statements

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

A number of important factors, including, without limitation, the risks and uncertainties 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 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

4

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Exhibit 99.1
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 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,

5

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Exhibit 99.1
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.






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ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three months ended
(in thousands, except per share data)December 30, 2022December 24, 2021
Net sales$833,821 $840,801 
Cost of sales499,468 485,993 
Gross profit334,353 354,808 
Selling, general and administrative89,977 78,151 
Intangible asset amortization12,796 8,229 
Operating income231,580 268,428 
Interest expense, net9,488 6,918 
Other (income) and expense, net 41 (308)
Income before income taxes222,051 261,818 
Income tax expense48,559 56,975 
Net income$173,492 $204,843 
Net income per share
Basic$4.26 $4.38 
Diluted$4.20 $4.32 


7


ATKORE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share data)December 30, 2022September 30, 2022
Assets
Current Assets:
Cash and cash equivalents$307,827 $388,751 
Accounts receivable, less allowance for current and expected credit losses of $2,488 and $2,544, respectively506,854 528,904 
Inventories, net445,780 454,511 
Prepaid expenses and other current assets63,342 80,654 
Total current assets1,323,803 1,452,820 
Property, plant and equipment, net418,550 390,220 
Intangible assets, net426,900 382,706 
Goodwill323,214 289,330 
Right-of-use assets, net69,733 71,035 
Deferred tax assets5,683 9,409 
Other long-term assets3,481 3,476 
Total Assets$2,571,364 $2,598,996 
Liabilities and Equity
Current Liabilities:
Accounts payable210,850 244,100 
Income tax payable12,941 5,521 
Accrued compensation and employee benefits29,903 61,273 
Customer liabilities111,154 99,447 
Lease obligations13,850 13,789 
Other current liabilities68,326 77,781 
Total current liabilities447,024 501,911 
Long-term debt761,074 760,537 
Long-term lease obligations56,835 57,975 
Deferred tax liabilities16,152 15,640 
Other long-term liabilities15,237 13,146 
Total Liabilities1,296,322 1,349,209 
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 39,867,895 and 41,351,350 shares issued and outstanding, respectively400 415 
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively(2,580)(2,580)
Additional paid-in capital490,611 500,117 
Retained earnings825,433 801,981 
Accumulated other comprehensive loss(38,822)(50,146)
Total Equity1,275,042 1,249,787 
Total Liabilities and Equity$2,571,364 $2,598,996 


8


ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three months ended
(in thousands)December 30, 2022December 24, 2021
Operating activities:
Net income$173,492 $204,843 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization25,967 20,046 
Deferred income taxes3,275 (5,720)
Stock-based compensation5,270 3,427 
Amortization of right-of-use assets3,538 3,124 
Other non-cash adjustments to net income1,410 4,050 
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable26,841 (12,301)
Inventories11,565 (75,091)
Prepaid expenses and other current assets(6,930)(11,591)
Accounts payable(48,826)(13,335)
Accrued and other liabilities(36,070)(23,171)
Income taxes38,787 1,823 
Other, net532 1,088 
Net cash provided by operating activities198,851 97,192 
Investing activities:
Capital expenditures(35,006)(9,358)
Proceeds from sale of properties and equipment— 432 
Acquisition of businesses, net of cash acquired(82,181)(36,098)
Net cash used in investing activities(117,187)(45,024)
Financing activities:
Issuance of common stock, net of shares withheld for tax(14,775)(24,505)
Repurchase of common stock(150,056)(104,543)
Net cash used for financing activities(164,831)(129,048)
Effects of foreign exchange rate changes on cash and cash equivalents2,243 (450)
Decrease in cash and cash equivalents(80,924)(77,330)
Cash and cash equivalents at beginning of period388,751 576,289 
Cash and cash equivalents at end of period$307,827 $498,959 


9


Three months ended
(in thousands)December 30, 2022December 24, 2021
Supplementary Cash Flow information
Capital expenditures, not yet paid$7,227 $1,501 
Operating lease right-of-use assets obtained in exchange for lease liabilities$1,181 $1,066 
Acquisitions of businesses, not yet paid$14,125 $2,864 
Free Cash Flow:
     Net cash provided by operating activities$198,851 $97,192 
     Capital expenditures(35,006)(9,358)
Free Cash Flow:$163,845 $87,834 

10


ATKORE INC.
ADJUSTED EBITDA

The following table presents reconciliations of Adjusted EBITDA to net income for the periods presented:
Three months ended
(in thousands)December 30, 2022December 24, 2021
Net income$173,492 $204,843 
Interest expense, net9,488 6,918 
Income tax expense48,559 56,975 
Depreciation and amortization25,967 20,046 
Stock-based compensation5,270 3,427 
Other (a)
1,069 801 
Adjusted EBITDA$263,845 $293,010 
(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, transaction and restructuring costs.


11


ATKORE INC.
SEGMENT INFORMATION

The following table presents reconciliations of Net sales and calculations of Adjusted EBITDA Margin by segment for the periods presented:
Three months ended
 December 30, 2022December 24, 2021
(in thousands)Net salesAdjusted EBITDA Adjusted EBITDA MarginNet salesAdjusted EBITDA Adjusted EBITDA Margin
Electrical$638,705 $243,836 38.2 %$641,683 $279,547 43.6 %
Safety & Infrastructure195,259 33,404 17.1 %200,510 27,432 13.7 %
Eliminations(143)(1,392)
Consolidated operations$833,821 $840,801 









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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
(in thousands, except per share data)December 30, 2022December 24, 2021
Net income$173,492 $204,843 
Stock-based compensation5,270 3,427 
Intangible asset amortization12,796 8,229 
Other (a)
99 (643)
Pre-tax adjustments to net income18,165 11,013 
Tax effect(4,541)(2,753)
Adjusted net income$187,116 $213,103 
Diluted weighted average common shares outstanding40,613 46,575 
Net income per diluted share$4.20 $4.32 
Adjusted net income per diluted share$4.61 $4.58 
(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.
NET DEBT

The following table presents reconciliations of Net debt to Total debt for the periods presented:
($ in thousands)December 30, 2022September 30, 2022June 24, 2022March 25, 2022December 24, 2021September 30, 2021
Long-term debt761,074 760,537 759,999 759,461 758,924 758,386 
Total debt761,074 760,537 759,999 759,461 758,924 758,386 
Less cash and cash equivalents307,827 388,751 186,650 390,399 498,959 576,289 
Net debt$453,247 $371,786 $573,349 $369,062 $259,965 $182,097 
TTM Adjusted EBITDA (a)$1,312,626 $1,341,790 $1,309,637 $1,206,371 $1,053,570 $897,547 
(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 years ended September 30, 2022 and September 30, 2021 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. The reconciliation of Adjusted EBITDA for the quarter ended December 24, 2021 can be found in Exhibit 99.1 to form 8-K filed January 31, 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 December 30, 2022:
TTMThree months ended
(in thousands)December 30, 2022December 30, 2022September 30, 2022June 24, 2022March 25, 2022
Net income$882,084 $173,492 $220,802 $254,313 $233,477 
Interest expense, net33,245 9,488 9,000 7,243 7,514 
Income tax expense281,770 48,559 66,557 88,041 78,613 
Depreciation and amortization90,336 25,967 23,947 20,428 19,994 
Stock-based compensation19,088 5,270 3,065 4,625 6,128 
Other(a)6,103 1,069 1,714 2,880 440 
Adjusted EBITDA$1,312,626 $263,845 $325,085 $377,530 $346,166 
(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, transaction and restructuring costs.

14
© Atkore First Quarter 2023 Earnings Presentation and Business Update February 1, 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 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. Cautionary Statements


 
3© Atkore Solid Start to FY23 1. See non-GAAP reconciliation in appendix. 447.4 511.1 840.8 833.8 Q1 2021 Q1 2020 Q1 2022 Q1 2023 -1% 34.8 85.1 204.8 173.5 Q1 2020 Q1 2021 Q1 2022 Q1 2023 -15% 77.7 137.0 293.0 263.8 Q1 2020 Q1 2021 Q1 2022 Q1 2023 -10% 0.94 1.88 4.58 4.61 Q1 2020 Q1 2021 Q1 2022 Q1 2023 +1% Net Sales $M Net Income $M Adjusted EBITDA1 $M Adjusted Diluted EPS1 $/share 0.71 1.75 4.32 4.20 Q1 2020 Q1 2022 Q1 2021 Q1 2023 -3% Diluted EPS $/shareQ1 2023 Solid start to FY23 with organic volume up over 5% in the quarter Executing capital allocation model; completed Elite Polymer Solutions acquisition in November, deployed $35M in capital expenditures in Q1, repurchased $150M in stock in Q1 2023, and have repurchased over $100M in stock in Q2 2023 Increasing Full Year 2023 Outlook for Adjusted EBITDA and Adjusted EPS Published 2022 Sustainability Report and continue to gain external recognition for our achievements and ESG progress Business Update


 
4© Atkore Q1 Income Statement Summary 1. See non-GAAP reconciliation in appendix 2. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of Net sales ($’s in millions) Q1 2023 Q1 2022 Y/Y Change Y/Y % Change Net Sales $833.8 $840.8 ($7.0) (0.8%) Operating Income $231.6 $268.4 ($36.8) (13.7%) Net Income $173.5 $204.8 ($31.4) (15.3%) Adjusted EBITDA1 $263.8 $293.0 ($29.2) (10.0%) Adjusted EBITDA Margin2 31.6% 34.8% (320 bps) - Net Income per Share (Diluted) $4.20 $4.32 ($0.12) (2.8%) Adjusted Net Income per Share1 (Diluted) $4.61 $4.58 $0.03 0.7%


 
5© Atkore Consolidated Atkore Bridges 1. See non-GAAP reconciliation in appendix. Adjusted EBITDA Bridge1 Net Sales BridgeQ1 2023 $46 $108 $61 $6 2022 M&A $841M PriceVolume/Mix F/X / Other 2023 $834M $14 $108 $70 $16 $21 Productivity / Investment / F/X / Other 2022 PriceVolume/Mix Cost Changes 2023M&A $293M $264M Volume/Mix +5.2% Price (12.4%) Acquisitions +7.0% F/X / Other (0.6%) Total (0.8%) Volume growth led by data center and chip fabrication projects in North America and internationally Rebound in metal electrical conduit product volumes in the U.S. Strong contributions and execution from acquisitions completed over the past 12 months Net Sales % Change Highlights


 
6© Atkore Segment Results $17 $67 $55 $8 2022 PriceVolume/Mix M&A F/X / Other 2023 $642M $639M Q1 Net Sales Bridge $28 $42 $6 $2 M&APrice2022 $201M F/X / OtherVolume/Mix 2023 $195M Q1 Net Sales Bridge Electrical Safety & Infrastructure ($’s in millions) Q1 2023 Q1 2022 Y/Y Change Net Sales $638.7 $641.7 (0.5%) Adjusted EBITDA $243.8 $279.5 (12.8%) Adjusted EBITDA Margin 38.2% 43.6% (540 bps) ($’s in millions) Q1 2023 Q1 2022 Y/Y Change Net Sales $195.3 $200.5 (2.6%) Adjusted EBITDA $33.4 $27.4 21.8% Adjusted EBITDA Margin 17.1% 13.7% +340 bps


 
7© 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 Q2 2023 Outlook FY2023 Outlook Updates to FY2023 Outlook FY2023 Comments & Perspective Net Sales Down 5% – 10% vs. PY Down 5% – 10% vs. PY (5%) / – • Accounting methodology associated with torque tube tax credits related to the Inflation Reduction Act may cause variability to Adjusted EBITDA, Adjusted EPS and tax rate assumptions and expectations Adjusted EBITDA1 $245M – $265M $950M – $1,050M +$100M Adjusted EPS1 $4.10 – $4.45 $15.85 – $17.75 +$2.75 / +$2.85 Interest Expense ~$40M – $50M Tax Rate ~24% – 26% ~(100 bps) Capital Expenditures ~$200M Stock Repurchases ≥$350M +$100M Diluted Shares Outstanding2 ~40M - / (1M) Increasing FY2023 Outlook for Adjusted EBITDA and Adjusted EPS. Continue to expect mid- single digit percentage volume/mix growth for full year Net Sales versus prior year.


 
8© Atkore Climate, Carbon and GHG Emissions Goal: Reduce Scope 1 and Scope 2 GHG intensity by 10% by 20251 Diversity, Equity, and Inclusion Goal: Achieve 30% diversity across Senior Leadership by 2025 Employee Attraction, Development, and Retention Goal: Increase participation in Employee Engagement and Alignment Survey to 80% by 2025 58.2 54.1 Metric Tons CO2e / Million $ 52.4 Achieving Progress on our ESG Goals Health and Safety Goal: Increase % of sites meeting their annual Team-Based Safety Observation (TBSO) targets to 80% by 2025 2020 Baseline 2022 Progress 2025 Target Metric Tons CO2e / Million $ Metric Tons CO2e / Million $ 48% 69% 80% 2020 Baseline 2022 Progress 2025 Target 23% 27% 30% 2020 Baseline 2022 Progress 2025 Target 56% 78% 80% 2020 Baseline 2022 Progress 2025 Target Published 2022 Sustainability Report 1. Revenue used to calculate FY22 and future GHG emissions intensity is or will be adjusted to remove the impact of changes in average selling prices.


 
9© Atkore Recent Recognition & Accolades Ranked #195 out of 500 largest U.S. public corporations for Newsweek’s 2023 America’s Most Responsible Companies Great Place to Work® Certified for 3rd year in a row Top Workplaces USA Award for 2nd year in a row Ranked #8 in Forbes’ 2023 Top 100 Best Mid-Sized Companies


 
10© Atkore Appendix


 
11© Atkore Segment Information Three months ended December 30, 2022 December 24, 2021 (in thousands) Net sales Adjusted EBITDA Adjusted EBITDA Margin Net sales Adjusted EBITDA Adjusted EBITDA Margin Electrical $ 638,705 $ 243,836 38.2 % $ 641,683 $ 279,547 43.6 % Safety & Infrastructure 195,259 33,404 17.1 % 200,510 27,432 13.7 % Eliminations (143) (1,392) Consolidated operations $ 833,821 $ 840,801


 
12© Atkore Adjusted Earnings Per Share Reconciliation Consolidated Atkore Inc. Three months ended (in thousands, except per share data) December 30, 2022 December 24, 2021 December 25, 2020 December 27, 2019 Net income $ 173,492 $ 204,843 $ 85,066 $ 34,790 Stock-based compensation 5,270 3,427 5,522 3,123 Intangible asset amortization 12,796 8,229 8,260 8,113 Other (a) 99 (643) (8,142) 2,836 Pre-tax adjustments to net income 18,165 11,013 5,640 14,072 Tax effect (4,541) (2,753) (1,410) (3,518) Adjusted net income $ 187,116 $ 213,103 $ 89,296 $ 45,344 Weighted-Average Diluted Common Shares Outstanding 40,613 46,575 47,547 47,999 Net income per diluted share $ 4.20 $ 4.32 $ 1.75 $ 0.71 Adjusted net income per diluted share $ 4.61 $ 4.58 $ 1.88 $ 0.94 (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.


 
13© Atkore Net Income to Adjusted EBITDA Reconciliation Consolidated Atkore Inc. Three months ended (in thousands) December 30, 2022 December 24, 2021 December 25, 2020 June 28, 2019 Net income $ 173,492 $ 204,843 $ 85,066 $ 34,790 Interest expense, net 9,488 6,918 8,254 10,620 Income tax expense 48,559 56,975 26,964 7,340 Depreciation and amortization 25,967 20,046 19,044 18,730 Stock-based compensation 5,270 3,427 5,522 3,123 Other (a) 1,069 801 (7,860) 3,107 Adjusted EBITDA $ 263,845 $ 293,010 $ 136,990 $ 77,710 (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, transaction and restructuring costs.


 
14© Atkore Trailing Twelve Month Adjusted EBITDA Consolidated Atkore Inc. TTM Three months ended (in thousands) December 30, 2022 December 30, 2022 September 30, 2022 June 24, 2022 March 25, 2022 Net income $ 882,084 $ 173,492 $ 220,802 $ 254,313 $ 233,477 Interest expense, net 33,245 9,488 9,000 7,243 7,514 Income tax expense 281,770 48,559 66,557 88,041 78,613 Depreciation and amortization 90,336 25,967 23,947 20,428 19,994 Stock-based compensation 19,088 5,270 3,065 4,625 6,128 Other(a) 6,103 1,069 1,714 2,880 440 Adjusted EBITDA $ 1,312,626 $ 263,845 $ 325,085 $ 377,530 $ 346,166 (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, transaction and restructuring costs.


 
15© Atkore Net Debt to Total Debt Consolidated Atkore Inc. ($ in thousands) December 30, 2022 September 30, 2022 June 24, 2022 March 25, 2022 December 24, 2021 September 30, 2021 Long-term debt 761,074 760,537 759,999 759,461 758,924 758,386 Total debt 761,074 760,537 759,999 759,461 758,924 758,386 Less cash and cash equivalents 307,827 388,751 $ 186,650 390,399 498,959 576,289 Net debt $ 453,247 $ 371,786 $ 573,349 $ 369,062 $ 259,965 $ 182,097


 
16© Atkore Free Cash Flow Reconciliation Consolidated Atkore Inc. Three months ended (in thousands) December 30, 2022 December 24, 2021 Net cash provided by operating activities $ 198,851 $ 97,192 Capital expenditures (35,006) (9,358) Free Cash Flow: $ 163,845 $ 87,834


 
17© Atkore atkore.com © Atkore