atkr-20201119
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 19, 2020
atkr-20201119_g1.gif
Atkore International Group 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 November 19, 2020, Atkore International Group Inc. (the "Company" or "Atkore") issued a press release announcing the Company’s financial results for the fourth fiscal quarter and year ended September 30, 2020. A copy of the press release is being furnished as Exhibit 99.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.*
    The slide presentation attached hereto as Exhibit 99.2, and incorporated herein by reference, will be presented to certain Atkore investors on November 19, 2020 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 
104Inline XBRL for the cover page of this Current Report on Form 8-K
*
In accordance with General Instruction B.2 of Form 8-K, the information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act"), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.



SIGNATURES

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

ATKORE INTERNATIONAL GROUP INC.



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

Date: November 19, 2020




image1.jpg
Exhibit 99.1
    
Atkore International Group Inc. Announces Fourth Quarter 2020 Results
Fourth-Quarter Highlights
Record quarterly net income in the fourth quarter 2020
Net income per diluted share increased to $1.11 from $0.94; Adjusted net income per diluted share increased to $1.18 from $1.01
Net income increased by $8.2 million to $54.2 million; Adjusted EBITDA increased by $9.4 million to $98.2 million
Fiscal 2020 Highlights
Record full year net income
Net income per diluted share increased to $3.10 from $2.83; Adjusted net income per diluted share increased to $3.78 from $3.62
Net income increased by $13.3 million to $152.3 million; Adjusted EBITDA increased to $326.6 million from $324.4 million
Ending cash balance of $284.5 million; net cash provided by operating activities of $248.8 million; Free Cash Flow of $215.0 million

HARVEY, IL. — November 19, 2020 (BUSINESS WIRE) - Atkore International Group Inc. (the "Company" or "Atkore") (NYSE: ATKR) announced earnings for its fiscal 2020 full year and fourth quarter ended September 30, 2020 ("fourth quarter").
“Atkore delivered record earnings in the fourth quarter and for the full Fiscal Year 2020,” remarked Bill Waltz, Atkore President and Chief Executive Officer. “Our disciplined use of the Atkore Business System enabled us to effectively generate $249 million in cash from operations, strengthen our balance sheet through $40 million in debt repayment in the fourth quarter, and lower our net leverage ratio to 1.6. Despite a challenging environment caused by the COVID-19 pandemic, Atkore’s excellent commercial and operational execution drove higher margins in the fourth quarter.”

Waltz continued, “I want to thank our employees for their hard work and dedication as well as diligence to working safely during these challenging times as they served customers with quality products and exceptional service. Atkore’s culture combined with our core values enables us to consistently deliver upon our commitments. We are focused on building better together with our employees, customers, shareholders and communities in order to create an even stronger business for the future.”

The Company reported double digit year-over-year improvements in net income, adjusted EBITDA, diluted EPS and adjusted EPS during its fourth quarter for the fiscal year ended 2020. Subsequent to the fiscal year close, the Company demonstrated its ability to effectively deploy capital by executing a share repurchase of $15 million, and completing the asset purchase of Queen City Plastics in order to help strengthen the company’s position in PVC conduit and other related categories, and increase its exposure to the growing residential market.

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Exhibit 99.1
    
2020 Fourth Quarter Results
Three Months Ended
(in thousands)September 30, 2020September 30, 2019ChangeChange %
Net sales
Electrical Raceway$364,148 $373,344 $(9,196)(2.5)%
Mechanical Products & Solutions113,904 128,661 (14,757)(11.5)%
Eliminations(632)(295)(337)114.2 %
Consolidated operations$477,420 $501,710 $(24,290)(4.8)%
Net income$54,241 $45,997 $8,244 17.9 %
Adjusted EBITDA
Electrical Raceway$92,855 $80,000 $12,855 16.1 %
Mechanical Products & Solutions16,111 21,137 (5,026)(23.8)%
Unallocated(10,770)(12,327)1,557 (12.6)%
Consolidated operations$98,196 $88,810 $9,386 10.6 %

Net sales for the fourth quarter of 2020 decreased to $477.4 million, a decrease of 4.8% compared to $501.7 million for the prior-year period, primarily due to lower sales volume of $47.5 million within both the Electrical Raceway and Mechanical Products and Solutions segments. The decrease in net sales was partially offset by an increase of $20.1 million resulting from higher average selling prices.

Gross profit increased by $3.3 million to $147.1 million for the fourth quarter of 2020, as compared to $143.7 million for the prior-year period. Gross margins increased from 28.6% in the prior year period to 30.8% in the fourth quarter fiscal 2020 due to lower material costs and operating efficiencies.

Selling, general and administrative expenses decreased $14.1 million or 20.5%, to $54.8 million for the fourth quarter of 2020, as compared to $68.9 million for the prior-year period. The decrease was primarily due to cost savings as a result of COVID-19, in particular lower variable compensation of $2.7 million, reduced travel costs of $2.2 million and lower insurance costs of $2.0 million. The Company also had a gain on the sale of property and equipment of $3.8 million offsetting expenses during fiscal 2020.

Net income increased $8.2 million to $54.2 million for the fourth quarter of 2020, as compared to $46.0 million for the prior-year period, due to higher operating income of $18.0 million. The increase in net income was partially offset by lower other income of $7.7 million from the $7.4 million of income generated from a bargain purchase gain on the acquisition of Rocky Mountain Pipe ("Cor-Tek") in fiscal 2019. Adjusted net income increased $8.0 million to $56.5 million compared to $48.5 million for the prior-year period.

Adjusted EBITDA increased $9.4 million, or 10.6%, to $98.2 million for the fourth quarter of 2020, as compared to $88.8 million for the prior-year period. Net income margin increased from 9.2% in the prior-year period to 11.4% and Adjusted EBITDA Margin increased 290 basis points from 17.7% to 20.6%.

Net income per diluted share was $1.11 for the fourth quarter of 2020, an increase of $0.17 from the prior-year period. Adjusted net income per diluted share was $1.18 per share for the fourth quarter of 2020 compared to $1.01 for the prior-year period.

Segment Results

Electrical Raceway
Electrical Raceway net sales decreased $9.2 million, or 2.5%, to $364.1 million for the fourth quarter of 2020, as compared to $373.3 million for the prior-year period. The decrease in net sales is primarily driven by $35.3 million in lower volume attributed primarily to impacts of COVID-19 across most product categories in the fourth quarter. The decrease in volume is partially offset by volume gains in the PVC electrical conduit and fittings product category. The decrease in net sales was also partially offset by higher average selling prices resulting from higher input costs of resin and copper of $23.6 million.
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Exhibit 99.1
    
Adjusted EBITDA increased $12.9 million, or 16.1%, to $92.9 million for the fourth quarter of 2020, as compared to $80.0 million for the prior-year period, and Adjusted EBITDA Margin increased from 21.4% to 25.5%. The increase in Adjusted EBITDA was largely due to pricing strategies partially offset by lower volume period over period.
Mechanical Products & Solutions
MP&S net sales decreased $14.8 million, or 11.5%, to $113.9 million for the fourth quarter of 2020, as compared to $128.7 million for the prior-year period. The decrease is attributed to lower volume of $12.2 million primarily attributed to the impacts of COVID-19 across all product categories. Additionally, net sales decreased due to lower average selling prices resulting from the lower input cost of steel of $3.5 million.
Adjusted EBITDA decreased $5.0 million, or 23.8%, to $16.1 million for the fourth quarter 2020, as compared to $21.1 million for the prior-year period. Adjusted EBITDA Margin decreased to 14.1% from 16.4%. The Adjusted EBITDA decrease is primarily due to the lower volume, partially offset by cost control measures in response to COVID-19.
Fiscal 2020 Full-Year Results
Net sales for fiscal 2020 decreased $151.1 million to $1,765.4 million, a decrease of 7.9%, compared to $1,916.5 million for fiscal 2019. The decrease is primarily attributed to lower volume of $140.3 million predominantly due to the impacts of COVID-19. The Company experienced volume declines in most of its product categories with the exception of the PVC electrical conduit and fittings product category within the Electrical Raceway segment and the mechanical pipe product category within the MP&S segment. Additionally, net sales decreased $37.7 million due to lower average selling prices resulting from lower input costs of steel, which was partially offset by higher average selling prices resulting from higher input costs of resin and copper. The decrease in net sales was partially offset by $28.5 million of sales from the 2019 acquisitions.

Gross profit for fiscal 2020 decreased $5.9 million to $491.3 million, a decrease of 1.2%, compared to $497.2 million for fiscal 2019. Gross margin increased to 27.8% in fiscal 2020 compared to 25.9% in fiscal 2019 due to lower material costs and operating efficiencies.

Selling, general and administrative expenses decreased $21.2 million, or 8.8%, to $219.5 million for fiscal 2020 compared to $240.7 million for fiscal 2019. The decrease was primarily due to cost savings as a result of COVID-19, in particular lower variable compensation of $6.0 million, reduced travel costs of $5.1 million and lower insurance costs of $3.0 million. Additionally, due to sales volume declines associated with COVID-19, commissions expense decreased $2.4 million. Lastly, the Company had a gain on the sale of property and equipment of $3.8 million offsetting expenses during fiscal 2020.

Net income increased $13.3 million to $152.3 million for fiscal 2020, as compared to $139.1 million for fiscal 2019. Adjusted net income increased $8.6 million to $181.5 million for fiscal 2020 compared to $172.9 million for fiscal 2019. The increase in both net income and adjusted net income was primarily driven by higher operating income of $15.9 million.

Adjusted EBITDA increased $2.2 million or 0.7%, to $326.6 million for fiscal 2020, as compared to $324.4 million for fiscal 2019. The increase was primarily due higher operating income.

Net income per diluted share on a GAAP basis was $3.10 for fiscal 2020, an increase of $0.27 from fiscal 2019. Adjusted net income per diluted share was $3.78 for fiscal 2020 compared to $3.62 for fiscal 2019.
Liquidity & Capital Resources

During fiscal 2020, operating activities provided $248.8 million of cash, compared to $209.7 million during fiscal year 2019. Free cash flow increased to $215.0 million for fiscal 2020 from $174.8 million in fiscal year 2019. The increase in cash provided by operating activities and free cash flow was primarily due to lower spending on working capital of $19.2 million driven by improved collections and reduced purchases of inventory at lower prices as well as improved operating income of $15.9 million.

During the year ended September 30, 2020, the Company made a voluntary prepayment of $40.0 million of principal on the First Lien Loan. The principal repayment combined with the increases in cash on hand and Adjusted EBITDA resulted in a reduction in the net debt leverage ratio to 1.6 as of September 30, 2020 from 2.2 as of September 30, 2019.
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Exhibit 99.1
    

Full Year 2021 Outlook1

The Company expects fiscal year 2021 Adjusted EBITDA to be in the range of $340-$360 million and Adjusted net income per diluted share to be in the range of $3.95 - $4.25.
Fiscal 2021 First Quarter Outlook1
The Company expects the first quarter of fiscal 2020 Adjusted EBITDA to be in the range of $95 - $105 million and Adjusted net income per diluted share to be in the range of $1.15 - $1.30.
Conference Call Information
Atkore management will host a conference call today, November 19, 2020, at 8 a.m. Eastern time, to discuss the Company’s financial results. The conference call may be accessed by dialing (833) 968-2233 (domestic) or (825) 312-2056 (international). The call will be available for replay until December 3, 2020. The replay can be accessed by dialing (800) 585-8367, or for international callers, (416) 621-4642. The passcode for the live call and the replay is 8987723.

Interested investors and other parties can also listen to a webcast of the live conference call by logging onto the Investor Relations section of the Company's website at http://investors.atkore.com. The online replay will be available on the same website immediately following the call.
To learn more about the Company please visit the company's website at http://investors.atkore.com.
___________________________________________________
1 Reconciliations of the forward-looking full-year and fiscal first quarter 2021 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.
About Atkore International Group 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 net work 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.

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

John Deitzer
Vice President - Treasury and Investor Relations
708-225-2124
[email protected]

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements relating to financial outlook. Some of the forward-looking statements can be identified by the use of forward-looking terms such as "believes," "expects," "may," "will," "shall," "should," "would," "could," "seeks," "aims," "projects," "is optimistic," "intends," "plans," "estimates," "anticipates" or
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Exhibit 99.1
    
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 19, 2020 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 acquisition agreements to fully protect us from unexpected liabilities; failure to manage acquisitions successfully, including identifying, evaluating, and valuing acquisition targets and integrating acquired companies, businesses or assets; the incurrence of additional expenses, increase in complexity of our supply chain and potential damage to our reputation with customers resulting from regulations related to "conflict minerals"; disruptions or impediments to the receipt of sufficient raw materials resulting from various anti-terrorism security measures; restrictions contained in our debt agreements; failure to generate cash sufficient to pay the principal of, interest on, or other amounts due on our debt; challenges attracting and retaining key personnel or high-quality employees; future changes to tax legislation; failure to generate sufficient cash flow from operations or to raise sufficient funds in the capital markets to satisfy existing obligations and support the development of our business; and other factors described from time to time in documents that we file with the SEC. The Company assumes no obligation to update the information contained herein, which speaks only as of the date hereof.

Non-GAAP Financial Information
This press release includes certain financial information, not prepared in accordance with GAAP. Because not all companies calculate non-GAAP financial information identically (or at all), the presentations herein may not be comparable to other similarly titled measures used by other companies. Further, these measures should not be considered substitutes for the
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Exhibit 99.1
    
performance measures derived in accordance with GAAP. See non-GAAP reconciliations below in this press release for a reconciliation of these measures to the most directly comparable GAAP financial measures.

Adjusted EBITDA and Adjusted EBITDA Margin

We use Adjusted EBITDA and Adjusted EBITDA Margin in evaluating the performance of our business, in the preparation of our annual operating budgets and as indicators of business performance and profitability. We believe Adjusted EBITDA and Adjusted EBITDA Margin allow us to readily view operating trends, perform analytical comparisons and identify strategies to improve operating performance.

We define Adjusted EBITDA as net income (loss), adjusted to exclude income tax expense, depreciation and amortization, interest expense, net, gain (loss) on extinguishment of debt, restructuring charges, stock-based compensation, certain legal matters, transaction costs, gain on purchase of a business, gain on sale of a business and other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax positions, and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives. We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of Net sales.

We believe Adjusted EBITDA and Adjusted EBITDA Margin, when presented in conjunction with comparable GAAP measures, are useful for investors because management uses Adjusted EBITDA and Adjusted EBITDA Margin in evaluating the performance of our business.

Adjusted Net Income and Adjusted Net Income per Share

We use Adjusted net income and Adjusted net income per share in evaluating the performance of our business and profitability. Management believes that these measures provide useful information to investors by offering additional ways of viewing the Company's results that, when reconciled to the corresponding GAAP measure provide an indication of performance and profitability excluding the impact of unusual and or non-cash items. We define Adjusted net income as net income before gain (loss) on extinguishment of debt, stock-based compensation, intangible asset amortization, gain on purchase of a business, certain legal matters and other items, and the income tax expense or benefit on the foregoing adjustments that are subject to income tax. We define Adjusted net income per share as basic and diluted net income per share excluding the per share impact of gain (loss) on extinguishment of debt, stock-based compensation, intangible asset amortization, gain on sale of a business, certain legal matters and other items, and the income tax expense or benefit on the foregoing adjustments that are subject to income tax. Beginning in March 2018, the Company has excluded the impact of intangible asset amortization from the calculation of Adjusted net income. Adjusted net income prepared for periods prior to March 2018 have also been adjusted to reflect this change.

Leverage Ratio - Net debt/Adjusted EBITDA

We define leverage ratio as the ratio of net debt (total debt less cash and cash equivalents) to Adjusted EBITDA on a trailing twelve-month basis. We believe the leverage ratio is useful to investors as an alternative liquidity measure.

Free Cash Flow

We define Free Cash Flow as net cash provided by operating activities less capital expenditures. We believe that Free Cash Flow provides meaningful information regarding the Company’s liquidity.

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ATKORE INTERNATIONAL GROUP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months EndedFiscal Year Ended
(in thousands, except per share data)September 30, 2020September 30, 2019September 30, 2020September 30, 2019
Net sales$477,420 $501,710 $1,765,421 $1,916,538 
Cost of sales330,366 357,988 1,274,107 1,419,338 
Gross profit147,054 143,722 491,314 497,200 
Gross Margin30.8 %28.6 %27.8 %25.9 %
Selling, general and administrative54,762 68,882 219,496 240,660 
Intangible asset amortization8,052 8,598 32,262 32,876 
Operating income84,240 66,242 239,556 223,664 
Interest expense, net9,457 12,196 40,062 50,473 
Loss on extinguishment of debt273 — 273 — 
Other income, net(315)(8,056)(2,777)(11,478)
Income before income taxes74,825 62,102 201,998 184,669 
Income tax expense20,584 16,105 49,696 45,618 
Net income$54,241 $45,997 $152,302 $139,051 
Net income per share
Basic$1.12 $0.96 $3.15 $2.91 
Diluted$1.11 $0.94 $3.10 $2.83 

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ATKORE INTERNATIONAL GROUP INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)September 30, 2020September 30, 2019
Assets
Current Assets:
Cash and cash equivalents$284,471 $123,415 
Accounts receivable, less allowance for doubtful accounts of $3,168 and $2,608, respectively298,242 315,353 
Inventories, net199,095 226,090 
Prepaid expenses and other current assets46,868 34,679 
Total current assets828,676 699,537 
Property, plant and equipment, net243,891 260,703 
Intangible assets, net255,349 285,684 
Goodwill188,239 186,231 
Right-of-use assets, net38,692  
Deferred income taxes687 577 
Non-trade receivables 2,991 4,263 
Total Assets$1,558,525 $1,436,995 
Liabilities and Equity
Current Liabilities:
Accounts payable$142,601 $150,681 
Income tax payable1,360 2,157 
Accrued compensation and employee benefits32,836 35,770 
Customer liabilities35,802 44,983 
Lease obligations15,786 — 
Other current liabilities47,785 53,943 
Total current liabilities276,170 287,534 
Long-term debt803,736 845,317 
Long-term lease obligations24,143 0
Deferred income taxes22,525 19,986 
Other long-term tax liabilities1,619 3,669 
Pension liabilities40,023 34,509 
Other long-term liabilities11,899 13,044 
Total Liabilities1,180,115 1,204,059 
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 47,407,023 and 46,955,163 shares issued and outstanding, respectively475 471 
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively(2,580)(2,580)
Additional paid-in capital487,223 477,139 
Accumulated deficit(64,154)(200,396)
Accumulated other comprehensive loss(42,554)(41,698)
Total Equity378,410 232,936 
Total Liabilities and Equity$1,558,525 $1,436,995 




8


ATKORE INTERNATIONAL GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)September 30, 2020September 30, 2019
Operating activities
Net income$152,302 $139,051 
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization74,470 72,347 
Amortization of debt issuance costs and original issue discount1,876 1,804 
Deferred income taxes4,483 (796)
Loss (gain) on extinguishment of debt273 — 
Provision for losses on accounts receivable and inventory5,014 4,656 
Stock-based compensation expense13,064 11,798 
Amortization of right of use asset14,803 — 
Loss on disposal of property, plant, & equipment3,001 — 
Gain on purchase of business— (7,384)
Other adjustments to net income(844)(1,938)
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable16,920 6,026 
Inventories24,642 9,002 
Prepaid expenses and other current assets(11,164)(3,054)
Accounts payable(5,835)(21,981)
Income taxes(6,261)4,511 
Accrued and other liabilities(32,942)(2,782)
Other, net(5,040)(1,566)
Net cash provided by operating activities248,762 209,694 
Investing activities
Capital expenditures(33,770)(34,860)
Insurance proceeds from sale of properties, plant and equipment2,337 — 
Proceeds from sale of properties, plant and equipment3,920 80 
Acquisitions of businesses, net of cash acquired— (97,999)
Other, net— (322)
Net cash (used for) provided by investing activities(27,513)(133,101)
Financing activities
Borrowings under credit facility— 39,000 
Repayments under credit facility— (39,000)
Repayments of short-term debt— (20,980)
Repayments of long-term debt(40,000)(40,000)
Issuance of common stock, net of taxes withheld(2,972)7,374 
Repurchase of common stock(15,011)(24,419)
Payments for debt financing costs and fees(3,204)— 
Other, net(155)
Net cash used for financing activities(61,179)(78,180)
Effects of foreign exchange rate changes on cash and cash equivalents986 (1,660)
Increase (decrease) in cash and cash equivalents161,056 (3,247)
Cash and cash equivalents at beginning of period123,415 126,662 
Cash and cash equivalents at end of period$284,471 $123,415 
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(in thousands)September 30, 2020September 30, 2019
Supplementary Cash Flow information
Interest paid$38,791 $49,879 
Income taxes paid, net of refunds50,993 38,698 
Capital expenditures, not yet paid1,278 3,719 
Free Cash Flow:
Net cash provided by operating activities248,762 209,694 
Capital expenditures(33,770)(34,860)
Free Cash Flow:214,992 174,834 

10


The following table presents reconciliations of Adjusted EBITDA to net income for the periods presented:
Three Months EndedFiscal Year Ended
(in thousands)September 30, 2020September 30, 2019September 30, 2020September 30, 2019
Net income$54,241 $45,997 $152,302 $139,051 
Income tax expense20,584 16,105 49,696 45,618 
Depreciation and amortization18,946 18,286 74,470 72,347 
Interest expense, net9,457 12,196 40,062 50,473 
Restructuring charges(55)623 3,284 3,804 
Stock-based compensation3,762 2,862 13,064 11,798 
Loss on extinguishment of debt273 — 273 — 
Gain on purchase of a business— (7,384)— (7,384)
Transaction costs17 837 196 1,200 
Other (a)(9,029)(712)(6,712)7,501 
Adjusted EBITDA$98,196 $88,810 $326,635 $324,408 
(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.                    

The following tables represent calculations of Adjusted EBITDA Margin by segment for the periods presented:
Fiscal year ended
 September 30, 2020September 30, 2019
(in thousands)Net salesAdjusted EBITDAAdjusted EBITDA MarginNet salesAdjusted EBITDAAdjusted EBITDA Margin
Electrical Raceway$1,331,275 $299,485 22.5 %$1,443,493 $292,585 20.3 %
MP&S436,700 $61,152 14.0 %474,260 $70,040 14.8 %
Eliminations(2,554)(1,215)
Consolidated operations$1,765,421 $1,916,538 

Three Months Ended
 September 30, 2020September 30, 2019
(in thousands)Net salesAdjusted EBITDAAdjusted EBITDA MarginNet salesAdjusted EBITDAAdjusted EBITDA Margin
Electrical Raceway$364,148 $92,855 25.5 %$373,344 $80,000 21.4 %
MP&S113,904 $16,111 14.1 %128,661 $21,137 16.4 %
Eliminations(632)(295)
Consolidated operations$477,420 $501,710 


The following table presents calculations of Adjusted EBITDA Margin for Atkore International Group Inc. for the periods presented:

Three Months EndedFiscal Year Ended
(in thousands)September 30, 2020September 30, 2019Change% ChangeSeptember 30, 2020September 30, 2019Change% Change
Net sales$477,420 $501,710 $(24,290)(4.8)%$1,765,421 $1,916,538 $(151,117)(7.9)%
Adjusted EBITDA$98,196 $88,810 $9,386 10.6 %$326,635 $324,408 $2,227 0.7 %
Adjusted EBITDA Margin20.6 %17.7 %18.5 %16.9 %
11



The following table presents reconciliations of Adjusted net income to net income for the periods presented:

Three Months EndedFiscal Year Ended
(in thousands, except per share data)September 30, 2020September 30, 2019September 30, 2020September 30, 2019
Net income$54,241 $45,997 $152,302 $139,051 
Stock-based compensation3,762 2,862 13,064 11,798 
Intangible asset amortization8,052 8,598 32,262 32,876 
Gain on purchase of business— (7,384)— (7,384)
Loss on extinguishment of debt273 — 273 — 
Other (a)(9,029)(712)(6,712)7,501 
Pre-tax adjustments to net income3,058 3,364 38,887 44,791 
Tax effect(765)(824)(9,722)(10,974)
Adjusted net income$56,534 $48,537 $181,467 $172,868 
Weighted-Average Diluted Common Shares Outstanding47,925 47,845 48,044 47,777 
Net income per diluted share (b)$1.11 $0.94 $3.10 $2.83 
Adjusted net income per diluted share (c)$1.18 $1.01 $3.78 $3.62 
(a) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment , release of indemnified uncertain tax positions and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives.                    
(b) The Company calculates basic and diluted net income per common share using the two-class method. Under the two-class method, net earnings are allocated to each class of common stock and participating securities as if all the net earnings for the period had been distributed. The Company's participating securities consist of share-based payment awards that contain a non-forfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common stockholders. Included within the calculation of net income per diluted share is 3,356 and 3,726 of undistributed earnings allocated to participating securities for fiscal years ended 2020 and 2019. Included within the calculation of net income per diluted share is See Note 10, ''Earnings Per Share'' in our Annual Report on Form 10-K.
(c) Adjusted net income per diluted share is calculated by taking adjusted net income and divided by the weighted-average diluted common shares outstanding.

The following table presents reconciliations of Net Debt to Total Debt for the periods presented:

(in thousands)September 30, 2020September 30, 2019September 30, 2018
Short-term debt and current maturities of long-term debt$— $— $26,561 
Long-term debt803,736 845,317 877,686 
Total Debt803,736 845,317 904,247 
Less cash and cash equivalents284,471 123,415 126,662 
Net Debt$519,265 $721,902 $777,585 
Adjusted EBITDA$326,635 $324,408 $271,549 
Total debt/Adjusted EBITDA2.5x2.6 x3.3 x
Net debt/Adjusted EBITDA1.6 x2.2 x2.9 x

12
Fourth Quarter 2020 Earnings Presentation November 19, 2020 1


 
Cautionary Statements 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, and 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. We present Adjusted EBITDA, Adjusted EBITDA margin (Adjusted EBITDA over Net Sales), Net debt (total debt less cash and cash equivalents), Adjusted Net Income Per Share, and Leverage ratio (net debt or total debt less cash and cash equivalents, over Adjusted EBITDA on trailing twelve month (“TTM”) basis) to help us describe our operating and financial performance. Adjusted EBITDA, Adjusted EBITDA margin, Net debt (total debt less cash and cash equivalents), Adjusted Net Income Per Share, and Leverage ratio are non-GAAP financial measures commonly used in our industry and have certain limitations and should not be construed as alternatives to net income, net sales 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. Adjusted EBITDA, Adjusted EBITDA margin, Net debt, Adjusted Net Income Per Share, and Leverage ratio, as defined by us may not be comparable to similar non-GAAP measures presented by other issuers. Our presentation of such 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 Adjusted EBITDA to net income, Adjusted EBITDA Margin, Adjusted Net Income Per Share to Net Income Per Share, net debt to total debt, and Leverage Ratio. 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 end on the last Friday in December, March and June. 2


 
Record Quarterly Earnings in Q4 2020 Revenue, $M Net Income, $M Adjusted EBITDA1, $M Adjusted EPS1, $/share Cash Balance, $M +18% +11% +17% +130% -5% 501.7 477.4 54.2 98.2 1.18 284.5 46.0 88.8 1.01 123.4 Q4 2019 Q4 2020 Q4 2019 Q4 2020 Q4 2019 Q4 2020 Q4 2019 Q4 2020 Q4 2019 Q4 2020 Q4 Review Delivered record quarterly net income, adjusted EBITDA and adjusted EPS Achieved 20.6% adjusted EBITDA margins on a consolidated Atkore basis Repaid $40M of debt in the quarter and ended the period with a net leverage ratio2 of 1.6x 1. See non-GAAP reconciliation in appendix. 3 2. Leverage ratio and TTM Adjusted EBITDA reconciliations can be found either in the appendix, or in Exhibit 99.1 to form 8-K filed on November 19, 2020.


 
FY2020 Results & Recent Business Updates Strong operating performance and excellent teamwork despite challenging conditions FY2020 Results Business Update Post Sept 30th Excellent safety performance in FY20; reduced Acquired the assets of Queen City Plastics, Inc., global incident rate by more than 20% to help grow our plastic conduit portfolio Net sales declined 7.9% in FY20 down to $1.8B Repurchased $15M of stock in October 2020 primarily due to market volume changes Launched new MC Glide™ Aluminum Clad Cable; Delivered record Net Income of $152.3M and a completely redesigned cable that makes pulling Adjusted EBITDA1 of $326.6M; both up vs. FY19 cable easier and faster on a job site Expect FY2021 Net Sales, Adjusted EBITDA and Adjusted EPS to all be higher than FY 2020 1. See non-GAAP reconciliation in appendix. 4


 
Q4 Income Statement Summary Y/Y Y/Y % Q4 2020 Q4 2019 Change Change ($’s in millions) Net Sales $477.4 $501.7 ($24.3) (4.8%) Operating Income $84.2 $66.2 $18.0 27.2% Net Income $54.2 $46.0 $8.2 17.9% Adjusted EBITDA1 $98.2 $88.8 $9.4 10.6% Adjusted EBITDA Margin2 20.6% 17.7% +290 bps - Net Income per Share (Diluted) $1.11 $0.94 $0.17 18.1% Adjusted Net Income per Share1 (Diluted) $1.18 $1.01 $0.17 16.8% 1. See non-GAAP reconciliation in appendix 5 2. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of Net sales


 
Consolidated Atkore Q4 2020 Bridges Q4 Net Sales Bridge Net Sales % Change $502M Volume/Mix (9.5%) $20 $0 $3 $477M Price +4.0% $48 Acquisitions/Divestitures +0.1% FX/Other +0.6% Total (4.8%) 2019 Volume/Mix Price M&A FX/Other 2020 Q4 Adjusted EBITDA Bridge Highlights $4 $98M $4 Excellent commercial and operational execution $89M $13 $0 across the entire business $12 Multiple benefits helped drive and enable strong profit growth in the quarter, some that are not expected to recur on an on-going basis in FY2021 2019 Volume/Mix Price M&A Productivity/ FX/Other 2020 vs. Cost Investment/ Inflation 6


 
Q4 2020 Segment Results Electrical Raceway Mechanical Products & Solutions Q4 Q4 Y/Y Q4 Q4 Y/Y ($’s in millions) 2020 2019 Change ($’s in millions) 2020 2019 Change Net Sales $364.1 $373.3 (2.5%) Net Sales $113.9 $128.7 (11.5%) Adjusted EBITDA $92.9 $80.0 16.1% Adjusted EBITDA $16.1 $21.1 (23.8%) Adjusted EBITDA Margin 25.5% 21.4% +410 bps Adjusted EBITDA Margin 14.1% 16.4% (230 bps) Q4 Net Sales Bridge Q4 Net Sales Bridge $373M $24 $0 $2 $364M $129M $0 $1 $114M $35 $12 $4 2019 Volume/Mix Price M&A FX/Other 2020 2019 Volume/Mix Price M&A FX/Other 2020 7


 
Cash, Leverage Ratio & Other Key Metrics Cash & Cash Equivalents, $M +$161M vs. Prior Year ($’s in millions) FY20 284.5 237.3 Net cash from operating activities $248.8 Capital expenditures $33.8 164.1 123.4 137.2 Free cash flow1 $215.0 100.7 75.9 51.5 Debt Repayment $40.0 Stock repurchases $15.0 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 As of Leverage Ratio2: Net Debt to TTM Adj. EBITDA ($’s in millions) 9/30/2020 Cash and cash equivalents $284.5 Total Debt $803.7 2.9 Reduced by 0.6x 2.8 2.6 Net Debt $519.3 2.2 2.1 2.1 1.9 TTM Adjusted EBITDA2 $326.6 1.6 Leverage Ratio1 Total debt / TTM Adjusted EBITDA2 2.5 Net debt / TTM Adjusted EBITDA2 1.6 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 1. See non-GAAP reconciliation in appendix. 8 2. Leverage ratio and TTM Adjusted EBITDA reconciliations for all periods above can be found either in the appendix, or in Exhibit 99.1 to form 8-K filed on November 19, 2020, August 4, 2020, May 5, 2020, February 4, 2020, November 22, 2019, August 8, 2019, May 7, 2019, or February 6, 2019.


 
Outstanding Track Record of Growth Adjusted EBITDA1, $M Free Cash Flow1, $M Return on Capital1 (ROC), % +15% CAGR +13% CAGR +1,510 bps 324 327 215 17.8 17.0 15.4 272 175 235 228 12.2 140 10.7 114 164 107 97 2.7 FY2015 FY2016 FY2017 FY2018 FY2019 FY2020 FY2015 FY2016 FY2017 FY2018 FY2019 FY2020 FY2015 FY2016 FY2017 FY2018 FY2019 FY2020 1. See non-GAAP reconciliation in appendix 9


 
Expecting to Continue to Grow in FY2021 Estimating Fiscal Year 2021 Net Sales, Adjusted EBITDA and Adjusted EPS to be up versus FY2020 led by strong operational performance and profit growth in Q1 2021 Outlook Summary Outlook Items for Q1 2021 FY2021 Consolidated Atkore Outlook Outlook Net Sales +1% – +3% +2% – +6% Adjusted EBITDA1 $95 – $105M $340 – $360M Adjusted EPS1 $1.15 – $1.30 $3.95 – $4.25 Interest Expense $35 – $40M Tax Rate 25% – 27% Capital Expenditures $50 – $55M Stock Buybacks $15 – $35M Diluted Shares Outstanding2 ~48M 1. Reconciliation of the forward-looking full-year 2020 outlook for Adjusted EBITDA and Adjusted EPS is not being provided as the Company does not currently have sufficient data to 10 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.


 
Appendix


 
FY20 Income Statement Summary Y/Y Y/Y % FY 2020 FY 2019 Change Change ($’s in millions) Net Sales $1,765.4 $1,916.5 ($151.1) (7.9%) Operating Income $239.6 $223.7 $15.9 7.1% Net Income $152.3 $139.1 $13.3 9.5% Adjusted EBITDA1 $326.6 $324.4 $2.2 0.7% Adjusted EBITDA Margin2 18.5% 16.9% +160 bps - Net Income per Share (Diluted) $3.10 $2.83 $0.27 9.5% Adjusted Net Income per Share1 (Diluted) $3.78 $3.62 $0.16 4.4% 1. See non-GAAP reconciliation in appendix 12 2. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of Net sales


 
Consolidated Atkore FY 2020 Bridges Full Year Net Sales Bridge Net Sales % Change $1,917M Volume/Mix (7.3%) $29 $1,765M Price (2.0%) $140 $38 $3 Acquisitions/Divestitures +1.5% FX/Other (0.1%) Total (7.9%) 2019 Volume/Mix Price M&A FX/Other 2020 Full Year Adjusted EBITDA Bridge $324M $19 $5 $326M $21 $1 $44 2019 Volume/Mix Price M&A Productivity/ FX/Other 2020 vs. Cost Investment/ Inflation 13


 
FY20 Sales Breakdown by Market % of Atkore FY20 Net Sales By End Market Category Description Market Review ▪ Includes Commercial & Industrial, Institutional ▪ Products primarily sold through electrical distribution channel and Infrastructure categories ▪ Long-term positive market trends in Data Centers, ▪ Largest sub-categories include Offices & Data Warehouses, and Healthcare 33 New Centers, Warehouses & Distribution Centers, ▪ Weaker market trends in Retail and Hotels U.S. Non- Education, Infrastructure, Retail, Hotels and Residential Manufacturing Construction ▪ Primarily concentrated in the Commercial & ▪ Products sold through the electrical distribution channel as 20 Industrial and Institutional categories well as large retailers Repair & Remodel ▪ Largest sub-categories include Education, ▪ Long-term positive outlook associated with renovation for K- Offices, and Healthcare 12 schools in certain regions of the U.S. U.S. Residential ▪ Includes Single Family as well as Multi-Unit new ▪ Products primarily sold through electrical distribution channel 14 Construction home construction ▪ Positive market trends for new home construction ▪ Includes variety of manufacturers that use steel ▪ Products are primarily sold directly to the OEM 16 OEM and metal tubing products ▪ Solid demand from the renewable energy end-markets as well as recreational equipment 11 International ▪ Primarily electrical and infrastructure sales to ▪ Sales channel differs by category and country support non-residential construction markets ▪ Market trends vary by geography Other 6 Source: Atkore analysis and estimates. 14


 
Segment Information Three months ended September 30, 2020 September 30, 2019 Adjusted Adjusted Adjusted EBITDA Adjusted EBITDA (in thousands) Net sales EBITDA Margin Net sales EBITDA Margin Electrical Raceway $ 364,148 $ 92,855 25.5 % $ 373,344 $ 80,000 21.4 % Mechanical Products & Solutions 113,904 16,111 14.1 % 128,661 21,137 16.4 % Eliminations (632) (295) Consolidated operations $ 477,420 $ 501,710 Fiscal Year Ended September 30, 2020 September 30, 2019 Adjusted Adjusted Adjusted EBITDA Adjusted EBITDA (in thousands) Net sales EBITDA Margin Net sales EBITDA Margin Electrical Raceway $ 1,331,275 $ 299,485 22.5 % $ 1,443,493 $ 292,585 20.3 % Mechanical Products & Solutions 436,700 61,152 14.0 % 474,260 70,040 14.8 % Eliminations (2,554) (1,215) Consolidated operations $ 1,765,421 $ 1,916,538 15


 
Adjusted Earnings Per Share Reconciliation Consolidated Atkore International Group Inc. Three months ended Fiscal Year Ended September 30, September 30, September September (in thousands, except per share data) 2020 2019 30, 2020 30, 2019 Net income $ 54,241 $ 45,997 $ 152,302 $ 139,051 Stock-based compensation 3,762 2,862 13,064 11,798 Intangible asset amortization 8,052 8,598 32,262 32,876 Gain on purchase of business — (7,384) — (7,384) Loss on extinguishment of debt 273 — 273 — Other (a) (9,029) (712) (6,712) 7,501 Pre-tax adjustments to net income 3,058 3,364 38,887 44,791 Tax effect (765) (824) (9,722) (10,974) Adjusted net income $56,534 $48,537 $181,467 $172,868 Weighted-Average Diluted Common Shares Outstanding 47,925 47,845 48,044 47,777 Net income per diluted share $ 1.11 $ 0.94 $ 3.10 $ 2.83 Adjusted net income per diluted share $ 1.18 $ 1.01 $ 3.78 $ 3.62 (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. 16


 
Net Income to Adjusted EBITDA Reconciliation Consolidated Atkore International Group Inc. Three months ended Fiscal Year Ended September 30, September 30, September 30, September 30, (in thousands) 2020 2019 2020 2019 Net income $ 54,241 $ 45,997 $ 152,302 $ 139,051 Income tax expense 20,584 16,105 49,696 45,618 Depreciation and amortization 18,946 18,286 74,470 72,347 Interest expense, net 9,457 12,196 40,062 50,473 Restructuring charges (55) 623 3,284 3,804 Stock-based compensation 3,762 2,862 13,064 11,798 Loss on extinguishment of debt 273 — 273 — Gain on purchase of a business — (7,384) — (7,384) Transaction costs 17 837 196 1,200 Other (a) (9,029) (712) (6,712) 7,501 Adjusted EBITDA $ 98,196 $ 88,810 $ 326,635 $ 324,408 (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. 17


 
Trailing Twelve Month Adjusted EBITDA Consolidated Atkore International Group Inc. TTM Three months ended September September June 26, March 27, December (in thousands) 30, 2020 30, 2020 2020 2020 27, 2019 Net income $ 152,302 $ 54,241 $ 24,078 $ 39,193 $ 34,790 Interest expense, net 40,062 9,457 9,421 10,564 10,620 Income tax expense 49,696 20,584 8,672 13,100 7,340 Depreciation and amortization 74,470 18,946 18,316 18,478 18,730 Restructuring charges 3,284 (55) 474 2,645 220 Stock-based compensation 13,064 3,762 1,656 4,523 3,123 Loss on extinguishment of debt 273 273 — — Transaction costs 196 17 122 6 51 Other(a) (6,712) (9,029) 984 (1,503) 2,836 Adjusted EBITDA $ 326,635 $ 98,196 $ 63,723 $ 87,006 $ 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 and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives. 18


 
Net Debt to Total Debt and Leverage Ratio Consolidated Atkore International Group Inc. September 30, March 27, December 27, September 28, March 29, December 28, ($ in thousands) 2020 June 26, 2020 2020 2019 2019 June 28, 2019 2019 2018 Short-term debt and current maturities of long-term debt $ — $ — $ — $ — $ — $ — $ — $ 26,561 Long-term debt 803,736 846,145 845,694 845,243 845,317 884,503 884,095 878,094 Total debt 803,736 846,145 845,694 845,243 845,317 884,503 884,095 904,655 Less cash and cash equivalents 284,471 237,309 137,202 $ 164,135 123,415 100,734 51,498 75,919 Net debt $ 519,265 $ 608,836 $ 708,492 $ 681,108 $ 721,902 $ 783,769 $ 832,597 $ 828,736 TTM Adjusted EBITDA (a) $ 326,635 $ 317,249 $ 342,007 $ 332,095 $ 324,408 $ 306,656 $ 294,839 $ 283,086 Total debt/TTM Adjusted EBITDA 2.5 x 2.7 x 2.5 x 2.5 x 2.6 x 2.9 x 3.0 x 3.2 x Net debt/TTM Adjusted EBITDA 1.6 x 1.9 x 2.1 x 2.1 x 2.2 x 2.6 x 2.8 x 2.9 x Leverage ratio and TTM Adjusted EBITDA reconciliations for all periods above can be found either in the appendix, or in Exhibit 99.1 to form 8-K filed on November 19, 2020, August 4, 2020, May 5, 2020, February 4, 2020, November 22, 2019, August 8, 2019, May 7, 2019, or February 6, 2019. 19


 
Free Cash Flow Reconciliation Consolidated Atkore International Group Inc. Fiscal Year Ended September September September September September September (in thousands) 30, 2020 30, 2019 30, 2018 30, 2017 30, 2016 30, 2015 Net cash provided by operating activities $ 248,762 $ 209,694 $ 145,703 $ 121,654 $ 156,646 $ 141,073 Capital expenditures (33,770) (34,860) (38,501) (25,122) (16,830) (26,849) Free Cash Flow $ 214,992 $ 174,834 $ 107,202 $ 96,532 $ 139,816 $ 114,224 Inputs for all periods above can be found either in the appendix, or in our Annual Reports filed on November 19, 2020, November 22, 2019, November 28, 2018, November 29, 2017 and November 29, 2016. 20


 
Return on Capital Calculation Consolidated Atkore International Group Inc. Fiscal Year Ended September 30, September 30, September 30, September 30, September 30, September 30, (in thousands) 2020 2019 2018 2017 2016 2015 Income (Loss) Before Taxes $ 201,998 $ 184,669 $ 166,352 $ 126,125 $ 86,781 $ (7,871) Income Tax Expense (Benefit) 49,696 45,618 29,707 41,486 27,985 (2,916) Tax Rate % [Income Tax Expense (Benefit) ÷ Income (Loss) Before Taxes] 24.6% 24.7% 17.9% 32.9% 32.2% 37.0% Operating Income $ 239,556 $ 223,664 $ 179,698 $ 155,953 $ 125,466 $ 36,938 Estimated Taxes on Operating Income [Tax Rate % x Operating Income] 58,936 55,251 32,090 51,297 40,460 13,685 Net Operating Profit After Taxes [Operating Income – Estimated Taxes on Operating Income] $ 180,620 $ 168,413 $ 147,608 $ 104,656 $ 85,006 $ 23,253 Total Assets $ 1,558,525 $ 1,436,995 $ 1,324,060 $ 1,215,092 $ 1,164,568 $ 1,113,799 Cash 284,471 123,415 126,662 45,718 200,279 80,598 Current Liabilities 276,170 287,534 272,747 211,837 204,822 210,498 Short-Term Debt & Current Maturities of Long-Term Debt — — 26,561 4,215 1,267 2,864 Capital Base [Total Assets – Cash – Current Liabilities + Short-Term Debt & Current Maturities of Long-Term $ 997,884 $ 1,026,046 $ 951,212 $ 961,752 $ 760,734 $ 825,567 Debt] Average Capital Base [Average of Prior Period Capital Base and Current Period Capital Base] $ 1,011,965 $ 988,629 $ 956,482 $ 861,243 $ 793,151 $ 873,363 Return on Capital Percentage [Net Operating Profit After Taxes ÷ Average Capital Base] 17.8% 17.0% 15.4% 12.2% 10.7% 2.7% Inputs for all periods above can be found either in the appendix, or in our Annual Reports filed on November 19, 2020, November 22, 2019, November 28, 2018, November 29, 2017 and November 29, 2016. 21


 
Thank You! atkore.com 16100 South Lathrop Avenue, Harvey, IL 60426