ATKR 8-K
Atkore Inc. (ATKR)
8-K
2021-04-29
For: 2021-04-29
View Original
Added on
April 08, 2026
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): April 29, 2021
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(708 ) 339-1610
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.*
On April 29, 2021, Atkore International Group Inc. (the "Company" or "Atkore") issued a press release announcing the Company’s financial results for its fiscal 2021 second quarter ended March 26, 2021. A copy of the press release is being furnished as Exhibit 99.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.*
The slide presentation attached hereto as Exhibit 99.2, and incorporated herein by reference, will be presented to certain Atkore investors on April 29, 2021 and may be used by Atkore in various other presentations to investors.
Item 9.01. Financial Statements and Exhibits.*
Exhibit No. | Description of Exhibit | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K | |||||||
* | In accordance with General Instruction B.2 of Form 8-K, the information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act"), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ATKORE INTERNATIONAL GROUP INC.
By: /s/ Daniel S. Kelly
Daniel S. Kelly
Vice President, General Counsel and Secretary
Vice President, General Counsel and Secretary
Date: April 29, 2021
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
 | Exhibit 99.1 | |||||||
Atkore Inc. Announces Second Quarter 2021 Results
•Net sales of $639.5 million, up 40.4% versus prior year
•Diluted earnings per share increased by $1.78 to $2.58; Adjusted net income per diluted share increased by $1.80 to $2.79
•Net income increased by $85.7 million to $124.9 million; Adjusted EBITDA increased by $106.4 million to $193.4 million
•Full-year Net sales expected to be up 40% - 50% compared to fiscal year 2020
•Full-year Adjusted EBITDA outlook increased to $700 million - $750 million; Full-year Adjusted net income per diluted share outlook increased to $10.00 - $10.70
HARVEY, IL. — April 29, 2021 (BUSINESS WIRE) - Atkore Inc. (the "Company" or "Atkore") (NYSE: ATKR) announced earnings for its fiscal 2021 second quarter ended March 26, 2021.
“Outstanding results in our metal electrical conduit and focused product categories, along with exceptional performance in our PVC electrical conduit business drove another record quarter with significant year over year improvements in earnings," commented Bill Waltz, Atkore President and Chief Executive Officer. “Our team continues to adhere to the Atkore Business System, including particular focus on commercial and operational execution, enabling us to complete timely deliveries despite ongoing, widespread raw materials supply challenges. As we pursue growth organically and inorganically, we are also excited to have completed our acquisition of FRE Composites, which expands our product portfolio into high-quality fiberglass conduit systems and increases our exposure to the infrastructure market."
“To reflect this better-than-expected performance as we continue to take full advantage of a favorable demand and pricing environment, Atkore is raising its outlook for the full year. Across Atkore, we remain focused both on driving results today and investing for the future, and I am grateful to our team for their unmatched focus and commitment to our customers, shareholders and communities."
2021 Second Quarter Results
Effective in the first quarter of fiscal 2021, the Company renamed and redefined its reportable segments as “Electrical” and “Safety & Infrastructure.” See Segment Redefinition and Realignment discussion below.
| Three months ended | |||||||||||||||||||||||||||||
| (in thousands) | March 26, 2021 | March 27, 2020 | Change | % Change | |||||||||||||||||||||||||
| Net sales | |||||||||||||||||||||||||||||
| Electrical | $ | 487,500 | $ | 323,218 | $ | 164,282 | 50.8 | % | |||||||||||||||||||||
| Safety & Infrastructure | 152,700 | 133,130 | 19,570 | 14.7 | % | ||||||||||||||||||||||||
| Eliminations | (657) | (694) | 37 | (5.3) | % | ||||||||||||||||||||||||
| Consolidated operations | $ | 639,543 | $ | 455,654 | $ | 183,889 | 40.4 | % | |||||||||||||||||||||
| Net income | $ | 124,933 | $ | 39,193 | $ | 85,740 | 218.8 | % | |||||||||||||||||||||
| Adjusted EBITDA | |||||||||||||||||||||||||||||
| Electrical | $ | 188,826 | $ | 77,233 | $ | 111,593 | 144.5 | % | |||||||||||||||||||||
| Safety & Infrastructure | 16,193 | 17,888 | (1,695) | (9.5) | % | ||||||||||||||||||||||||
| Unallocated | (11,654) | (8,115) | (3,539) | 43.6 | % | ||||||||||||||||||||||||
| Consolidated operations | $ | 193,365 | $ | 87,006 | $ | 106,359 | 122.2 | % | |||||||||||||||||||||
Net sales increased by $183.9 million, or 40.4%, to $639.5 million for the three months ended March 26, 2021, compared to $455.7 million for the three months ended March 27, 2020. The increase in net sales is primarily attributed to increased average selling prices of $162.4 million which was mostly driven by the PVC electrical conduit and fittings product category within the Electrical segment and increased net sales of $16.2 million from the acquisitions of Queen City Plastics and FRE Composites Group. Pricing for PVC products, as well as other parts of the business, are expected to return to more normal
1
| Exhibit 99.1 | |||||||
historical levels over time, but that time period is uncertain. Sales volume was mixed with increased volume of $2.4 million primarily from international cable management products sold within the Electrical segment, partially offset by lower volume of $1.9 million in the Safety and Infrastructure segment.
Gross profit increased by $108.2 million, or 82.3%, to $239.8 million for the three months ended March 26, 2021, as compared to $131.6 million for the prior-year period. Gross margin increased to 37.5% for the three months ended March 26, 2021, as compared to 28.9% for the prior-year period. Gross profit increased primarily due to higher average selling prices of $162.4 million, partially offset by higher input costs of steel, copper and PVC resin of $58.9 million.
Net income increased by $85.7 million, or 218.8%, to $124.9 million for the three months ended March 26, 2021 compared to $39.2 million for the prior-year period primarily due to higher gross profit and lower interest expense, partially offset by higher income tax expense.
Adjusted EBITDA increased by $106.4 million, or 122.2%, to $193.4 million for the three months ended March 26, 2021 compared to $87.0 million for the three months ended March 27, 2020. The increase was primarily due to higher gross profit.
Diluted earnings per share prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") was $2.58 for the three months ended March 26, 2021, as compared to $0.80 in the prior-year period. Adjusted net income per diluted share increased by $1.80 to $2.79 for the three months ended March 26, 2021, as compared to $0.99 in the prior year period. The increase in diluted earnings per share and adjusted net income per share is primarily attributed to higher gross profit and lower interest expense.
Segment Results
Electrical
Net sales increased by $164.3 million, or 50.8%, to $487.5 million for the three months ended March 26, 2021 compared to $323.2 million for the three months ended March 27, 2020. The increase in net sales is primarily attributed to increased average selling prices of $141.4 million which was mostly driven by the PVC electrical conduit and fittings and the metal electrical conduit and fittings product categories and increased net sales of $16.2 million from the acquisitions of Queen City Plastics and FRE Composites Group. Additionally, sales volume increased $2.4 million primarily due to an increase in international cable management products sold, partially offset by declines in the armored cable and fittings and the metal electrical conduit and fittings product categories.
Adjusted EBITDA for the three months ended March 26, 2021 increased by $111.6 million, or 144.5%, to $188.8 million from $77.2 million for the three months ended March 27, 2020. Adjusted EBITDA margins increased to 38.7% for the three months ended March 26, 2021 compared to 23.9% for the three months ended March 27, 2020. The increase in Adjusted EBITDA was largely due to higher average selling prices in relation to changes in input costs and operational efficiencies and the acquisitions of Queen City Plastics and FRE Composites Group.
Safety & Infrastructure
Net sales increased by $19.6 million, or 14.7%, for the three months ended March 26, 2021 to $152.7 million compared to $133.1 million for the three months ended March 27, 2020. The increase is primarily attributed to increased average selling prices of $21.0 million, partially offset by lower volumes of $1.9 million primarily due to project delays and steel supply disruptions related to COVID-19.
Adjusted EBITDA decreased by $1.7 million, or 9.5%, to $16.2 million for the three months ended March 26, 2021 compared to $17.9 million for the three months ended March 27, 2020. Adjusted EBITDA margins decreased to 10.6% for the three months ended March 26, 2021 compared to 13.4% for the three months ended March 27, 2020. The Adjusted EBITDA decrease is primarily due to higher costs related to constrained supply chains in the steel market.
Segment Redefinition and Realignment
During the first quarter of 2021, Atkore made the decision to rename and reorganize its two reportable segments to better reflect each segment’s value proposition and go to market approach.
2
| Exhibit 99.1 | |||||||
The Electrical Raceway segment, which was renamed as the Electrical segment, manufactures high quality products used in the construction of electrical power systems including conduit, cable, and installation accessories. This segment serves contractors in partnership with the electrical wholesale channel.
The Mechanical Products & Solutions segment, which was renamed as the Safety & Infrastructure segment, designs and manufactures solutions including metal framing, mechanical pipe, perimeter security, and cable management for the protection and reliability of critical infrastructure. These solutions are marketed to contractors, original equipment manufacturers and end users.
Effective in the first quarter of fiscal 2021, the Company also implemented the realignment of its segment financial reporting structure such that its domestic cable management and prefabrication modular businesses are now reflected in its Safety & Infrastructure segment. These businesses were previously reflected within the Electrical Raceway segment. Prior year results have been revised for the impact of the realignment for comparability.
Full-Year Outlook
Based on market trends and Atkore’s continued execution, the Company is increasing its outlook for Net sales, Adjusted EBITDA and Adjusted net income per diluted share for fiscal year 2021. The Company expects Net Sales to be up approximately 40% to 50%, and Adjusted EBITDA to be in the range of $700 to $750 million, up approximately $260 million - $290 million dollars versus the prior outlook. In addition, the Company expects Adjusted net income per diluted share to be in the range of $10.00 - $10.70. This updated outlook reflects Atkore’s expectation that the strong demand and industry supply constraints in the PVC electrical conduit business will continue through the back half of the fiscal year and that they will normalize as we enter the next fiscal year.
In light of these trends and the current environment, the Company is also updating its perspective on fiscal year 2022. The Company expects fiscal year 2022 Adjusted EBITDA to be approximately $400 million - $450 million, which is in line with historical double digit growth rates when compared to fiscal year 2020. The Company notes that this perspective may vary due to changes in assumptions or market conditions and other factors described under “Forward-Looking Statements.”
Reconciliations of the forward-looking full-year 2021 outlook for Adjusted EBITDA and Adjusted net income per diluted share and full-year 2022 outlook for Adjusted EBITDA are not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliations.
Conference Call Information
Atkore management will host a conference call today, April 29, 2021, at 8 a.m. Eastern time, to discuss the Company's financial results. The conference call may be accessed by dialing (833) 968-2233 (domestic) or (825) 312-2056 (international). The call will be available for replay until May 13, 2021. The replay can be accessed by dialing (800) 585-8367 for domestic callers, or for international callers, (416) 621-4642. The passcode for the live call and the replay is 8375214.
Interested investors and other parties can also listen to a webcast of the live conference call by logging onto the Investor Relations section of the Company's website at http://investors.atkore.com. The online replay will be available on the same website immediately following the call.
To learn more about the Company, please visit the company's website at http://investors.atkore.com.
About Atkore Inc.
Atkore is forging a future where our employees, customers, suppliers, shareholders and communities are building better together – a future focused on serving the customer and powering and protecting the world. With a network of manufacturing and distribution facilities worldwide, Atkore is a leading provider of electrical, safety and infrastructure solutions. To learn more, please visit www.atkore.com.
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| Exhibit 99.1 | |||||||
Media Contact:
Lisa Winter
Vice President - Communications
708-225-2453
Investor Contact:
John Deitzer
Vice President - Treasury & Investor Relations
708-225-2124
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.
4
| Exhibit 99.1 | |||||||
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 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.
5
| Exhibit 99.1 | |||||||
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: depreciation and amortization, interest expense, net, income tax expense (benefit), restructuring charges, stock-based compensation, certain legal matters, transaction costs, and other items, such as inventory reserves and adjustments, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment and release of indemnified uncertain tax positions. 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, intangible asset amortization, certain legal matters and other items, and the income tax expense or benefit on the foregoing adjustments that are subject to income tax. We define Adjusted net income per share as basic and diluted net income per share excluding the per share impact of stock-based compensation, intangible asset amortization, certain legal matters and other items, and the income tax expense or benefit on the foregoing adjustments that are subject to income tax.
Leverage Ratio - Net debt/Adjusted EBITDA
We define leverage ratio as the ratio of net debt (total debt less cash and cash equivalents) to Adjusted EBITDA on a trailing twelve-month ("TTM") basis. We believe the leverage ratio is useful to investors as an alternative liquidity measure.
Free Cash Flow
We define free cash flow as net cash provided by (used in) operating activities, less capital expenditures. We believe that Free Cash Flow provides meaningful information regarding the Company’s liquidity.
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ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three months ended | Six months ended | |||||||||||||||||||||||||
| (in thousands, except per share data) | March 26, 2021 | March 27, 2020 | March 26, 2021 | March 27, 2020 | ||||||||||||||||||||||
| Net sales | $ | 639,543 | $ | 455,654 | $ | 1,150,625 | $ | 903,102 | ||||||||||||||||||
| Cost of sales | 399,694 | 324,051 | 721,585 | 654,655 | ||||||||||||||||||||||
| Gross profit | 239,849 | 131,603 | 429,040 | 248,447 | ||||||||||||||||||||||
| Selling, general and administrative | 67,340 | 62,360 | 128,418 | 118,575 | ||||||||||||||||||||||
| Intangible asset amortization | 8,096 | 8,071 | 16,356 | 16,184 | ||||||||||||||||||||||
| Operating income | 164,413 | 61,172 | 284,266 | 113,688 | ||||||||||||||||||||||
| Interest expense, net | 8,416 | 10,564 | 16,670 | 21,184 | ||||||||||||||||||||||
| Other income, net | (7,240) | (1,685) | (7,671) | (1,919) | ||||||||||||||||||||||
| Income before income taxes | 163,237 | 52,293 | 275,267 | 94,423 | ||||||||||||||||||||||
| Income tax expense | 38,304 | 13,100 | 65,268 | 20,440 | ||||||||||||||||||||||
| Net income | $ | 124,933 | $ | 39,193 | $ | 209,999 | $ | 73,983 | ||||||||||||||||||
| Net income per share | ||||||||||||||||||||||||||
| Basic | $ | 2.62 | $ | 0.81 | $ | 4.39 | $ | 1.53 | ||||||||||||||||||
| Diluted | $ | 2.58 | $ | 0.80 | $ | 4.33 | $ | 1.50 | ||||||||||||||||||
7
ATKORE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (in thousands, except share and per share data) | March 26, 2021 | September 30, 2020 | ||||||||||||
| Assets | ||||||||||||||
| Current Assets: | ||||||||||||||
| Cash and cash equivalents | $ | 304,469 | $ | 284,471 | ||||||||||
| Accounts receivable, less allowance for current and expected credit losses of $2,454 and $3,168, respectively | 431,161 | 298,242 | ||||||||||||
| Inventories, net | 237,892 | 199,095 | ||||||||||||
| Prepaid expenses and other current assets | 44,895 | 46,868 | ||||||||||||
| Total current assets | 1,018,417 | 828,676 | ||||||||||||
| Property, plant and equipment, net | 256,216 | 243,891 | ||||||||||||
| Intangible assets, net | 258,990 | 255,349 | ||||||||||||
| Goodwill | 199,513 | 188,239 | ||||||||||||
| Right-of-use assets, net | 35,034 | 38,692 | ||||||||||||
| Deferred tax assets | 999 | 687 | ||||||||||||
| Other long-term assets | 879 | 2,991 | ||||||||||||
| Total Assets | $ | 1,770,048 | $ | 1,558,525 | ||||||||||
| Liabilities and Equity | ||||||||||||||
| Current Liabilities: | ||||||||||||||
| Accounts payable | $ | 187,699 | $ | 142,601 | ||||||||||
| Income tax payable | 605 | 1,360 | ||||||||||||
| Accrued compensation and employee benefits | 33,980 | 32,836 | ||||||||||||
| Customer liabilities | 43,615 | 35,802 | ||||||||||||
| Lease obligations | 11,648 | 15,786 | ||||||||||||
| Other current liabilities | 48,334 | 47,785 | ||||||||||||
| Total current liabilities | 325,881 | 276,170 | ||||||||||||
| Long-term debt | 765,049 | 803,736 | ||||||||||||
| Long-term lease obligations | 24,280 | 24,143 | ||||||||||||
| Deferred tax liabilities | 33,321 | 22,525 | ||||||||||||
| Other long-term tax liabilities | 1,620 | 1,619 | ||||||||||||
| Pension liabilities | 37,391 | 40,023 | ||||||||||||
| Other long-term liabilities | 12,344 | 11,899 | ||||||||||||
| Total Liabilities | 1,199,886 | 1,180,115 | ||||||||||||
| Equity: | ||||||||||||||
| Common stock, $0.01 par value, 1,000,000,000 shares authorized, 46,982,664 and 47,407,023 shares issued and outstanding, respectively | 471 | 475 | ||||||||||||
| Treasury stock, held at cost, 260,900 and 260,900 shares, respectively | (2,580) | (2,580) | ||||||||||||
| Additional paid-in capital | 497,250 | 487,223 | ||||||||||||
| Retained earnings | 110,818 | (64,154) | ||||||||||||
| Accumulated other comprehensive loss | (35,797) | (42,554) | ||||||||||||
| Total Equity | 570,162 | 378,410 | ||||||||||||
| Total Liabilities and Equity | $ | 1,770,048 | $ | 1,558,525 | ||||||||||
8
ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six months ended | ||||||||||||||
| (in thousands) | March 26, 2021 | March 27, 2020 | ||||||||||||
| Operating activities: | ||||||||||||||
| Net income | $ | 209,999 | $ | 73,983 | ||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | 38,309 | 37,208 | ||||||||||||
| Deferred income taxes | 4,692 | 1,036 | ||||||||||||
| Stock-based compensation | 10,390 | 7,646 | ||||||||||||
| Amortization of right-of-use assets | 7,025 | 7,384 | ||||||||||||
| Loss on disposal of property, plant and equipment | 50 | 4,560 | ||||||||||||
| Other adjustments to net income | 918 | 2,672 | ||||||||||||
| Changes in operating assets and liabilities, net of effects from acquisitions | ||||||||||||||
| Accounts receivable | (124,261) | 7,757 | ||||||||||||
| Inventories | (31,424) | (22,719) | ||||||||||||
| Accounts payable | 42,130 | (18,856) | ||||||||||||
| Other, net | (4,583) | (51,387) | ||||||||||||
| Net cash provided by operating activities | 153,246 | 49,284 | ||||||||||||
| Investing activities: | ||||||||||||||
| Capital expenditures | (20,374) | (17,139) | ||||||||||||
| Insurance proceeds for property, plant and equipment | 3,117 | — | ||||||||||||
| Acquisition of businesses, net of cash acquired | (43,699) | — | ||||||||||||
| Other, net | 21 | 30 | ||||||||||||
| Net cash used in investing activities | (60,935) | (17,109) | ||||||||||||
| Financing activities: | ||||||||||||||
| Repayments of long-term debt | (40,000) | — | ||||||||||||
| Issuance of common stock, net of shares withheld for tax | (356) | (2,380) | ||||||||||||
| Repurchase of common stock | (35,037) | (15,011) | ||||||||||||
| Other, net | (11) | (30) | ||||||||||||
| Net cash used for financing activities | (75,404) | (17,421) | ||||||||||||
| Effects of foreign exchange rate changes on cash and cash equivalents | 3,091 | (967) | ||||||||||||
| Increase in cash and cash equivalents | 19,998 | 13,787 | ||||||||||||
| Cash and cash equivalents at beginning of period | 284,471 | 123,415 | ||||||||||||
| Cash and cash equivalents at end of period | $ | 304,469 | $ | 137,202 | ||||||||||
| Supplementary Cash Flow information | ||||||||||||||
| Capital expenditures, not yet paid | $ | 1,023 | $ | 713 | ||||||||||
| Free Cash Flow: | ||||||||||||||
| Net cash provided by operating activities | $ | 153,246 | $ | 49,284 | ||||||||||
| Capital expenditures | (20,374) | (17,139) | ||||||||||||
| Free Cash Flow: | $ | 132,872 | $ | 32,145 | ||||||||||
9
ATKORE INC.
ADJUSTED EBITDA
The following table presents reconciliations of Adjusted EBITDA to net income for the periods presented:
| Three months ended | Six months ended | |||||||||||||||||||||||||
| (in thousands) | March 26, 2021 | March 27, 2020 | March 26, 2021 | March 27, 2020 | ||||||||||||||||||||||
| Net income | $ | 124,933 | $ | 39,193 | $ | 209,999 | $ | 73,983 | ||||||||||||||||||
| Interest expense, net | 8,416 | 10,564 | 16,670 | 21,184 | ||||||||||||||||||||||
| Income tax expense | 38,304 | 13,100 | 65,268 | 20,440 | ||||||||||||||||||||||
| Depreciation and amortization | 19,265 | 18,478 | 38,309 | 37,208 | ||||||||||||||||||||||
| Stock-based compensation | 4,868 | 4,523 | 10,390 | 7,646 | ||||||||||||||||||||||
Other (a) | (2,421) | 1,148 | (10,281) | 4,255 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 193,365 | $ | 87,006 | $ | 330,355 | $ | 164,716 | ||||||||||||||||||
(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, restructuring costs and transaction costs. | ||||||||||||||||||||||||||
10
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 | ||||||||||||||||||||||||||||||||||||||
| March 26, 2021 | March 27, 2020 | |||||||||||||||||||||||||||||||||||||
| (in thousands) | Net sales | Adjusted EBITDA | Adjusted EBITDA Margin | Net sales | Adjusted EBITDA | Adjusted EBITDA Margin | ||||||||||||||||||||||||||||||||
| Electrical | $ | 487,500 | $ | 188,826 | 38.7 | % | $ | 323,218 | $ | 77,233 | 23.9 | % | ||||||||||||||||||||||||||
| Safety & Infrastructure | 152,700 | 16,193 | 10.6 | % | 133,130 | 17,888 | 13.4 | % | ||||||||||||||||||||||||||||||
| Eliminations | (657) | (694) | ||||||||||||||||||||||||||||||||||||
| Consolidated operations | $ | 639,543 | $ | 455,654 | ||||||||||||||||||||||||||||||||||
| Six months ended | ||||||||||||||||||||||||||||||||||||||
| March 26, 2021 | March 27, 2020 | |||||||||||||||||||||||||||||||||||||
| (in thousands) | Net sales | Adjusted EBITDA | Adjusted EBITDA Margin | Net sales | Adjusted EBITDA | Adjusted EBITDA Margin | ||||||||||||||||||||||||||||||||
| Electrical | $ | 874,645 | $ | 322,099 | 36.8 | % | $ | 647,765 | $ | 145,352 | 22.4 | % | ||||||||||||||||||||||||||
| Safety & Infrastructure | 277,465 | 30,445 | 11.0 | % | 256,638 | 36,615 | 14.3 | % | ||||||||||||||||||||||||||||||
| Eliminations | (1,485) | (1,301) | ||||||||||||||||||||||||||||||||||||
| Consolidated operations | $ | 1,150,625 | $ | 903,102 | ||||||||||||||||||||||||||||||||||
11
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 | Six months ended | |||||||||||||||||||||||||
| (in thousands, except per share data) | March 26, 2021 | March 27, 2020 | March 26, 2021 | March 27, 2020 | ||||||||||||||||||||||
| Net income | $ | 124,933 | $ | 39,193 | $ | 209,999 | $ | 73,983 | ||||||||||||||||||
| Stock-based compensation | 4,868 | 4,523 | 10,390 | 7,646 | ||||||||||||||||||||||
| Intangible asset amortization | 8,096 | 8,071 | 16,356 | 16,184 | ||||||||||||||||||||||
Other (a) | (2,855) | (1,503) | (10,997) | 1,333 | ||||||||||||||||||||||
| Pre-tax adjustments to net income | 10,109 | 11,091 | 15,749 | 25,163 | ||||||||||||||||||||||
| Tax effect | (2,527) | (2,773) | (3,937) | (6,291) | ||||||||||||||||||||||
| Adjusted net income | $ | 132,515 | $ | 47,511 | $ | 221,811 | $ | 92,855 | ||||||||||||||||||
| Diluted weighted average common shares outstanding | 47,547 | 48,095 | 47,586 | 48,229 | ||||||||||||||||||||||
| Net income per diluted share | $ | 2.58 | $ | 0.80 | $ | 4.33 | $ | 1.50 | ||||||||||||||||||
| Adjusted net income per diluted share | $ | 2.79 | $ | 0.99 | $ | 4.66 | $ | 1.93 | ||||||||||||||||||
(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. | ||||||||||||||||||||||||||
12
ATKORE INC.
LEVERAGE RATIO
The following table presents reconciliations of Net debt to Total debt for the periods presented:
ATKORE INC.
TRAILING TWELVE MONTHS ADJUSTED EBITDA
The following table presents a reconciliation of Adjusted EBITDA for the trailing twelve months ended March 26, 2021:
| TTM | Three months ended | ||||||||||||||||||||||||||||
| (in thousands) | March 26, 2021 | March 26, 2021 | December 25, 2020 | September 30, 2020 | June 26, 2020 | ||||||||||||||||||||||||
| Net income | $ | 288,318 | $ | 124,933 | $ | 85,066 | $ | 54,241 | $ | 24,078 | |||||||||||||||||||
| Interest expense, net | 35,548 | 8,416 | 8,254 | 9,457 | 9,421 | ||||||||||||||||||||||||
| Income tax expense | 94,524 | 38,304 | 26,964 | 20,584 | 8,672 | ||||||||||||||||||||||||
| Depreciation and amortization | 75,571 | 19,265 | 19,044 | 18,946 | 18,316 | ||||||||||||||||||||||||
| Stock-based compensation | 15,808 | 4,868 | 5,522 | 3,762 | 1,656 | ||||||||||||||||||||||||
| Loss on the extinguishment of debt | 273 | — | — | 273 | — | ||||||||||||||||||||||||
Other(a) | (17,768) | (2,421) | (7,860) | (9,067) | 1,580 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 492,274 | $ | 193,365 | $ | 136,990 | $ | 98,196 | $ | 63,723 | |||||||||||||||||||
(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, restructuring costs and transaction costs. | |||||||||||||||||||||||||||||
13
ATKORE INC.
HISTORICAL SEGMENT INFORMATION
The tables below present Net sales for fiscal years ended 2020, 2019 and 2018 and the quarterly periods of fiscal 2020:
| Net sales | |||||||||||||||||
| Fiscal year ended | |||||||||||||||||
| (in thousands) | September 30, 2020 | September 30, 2019 | September 30, 2018 | ||||||||||||||
| Electrical | $ | 1,270,547 | $ | 1,390,327 | $ | 1,327,437 | |||||||||||
| Safety & Infrastructure | 497,523 | 527,511 | 509,401 | ||||||||||||||
| Eliminations | (2,649) | (1,300) | (1,699) | ||||||||||||||
| Consolidated operations | $ | 1,765,421 | $ | 1,916,538 | $ | 1,835,139 | |||||||||||
| Net sales | |||||||||||||||||||||||
| Three months ended | |||||||||||||||||||||||
| (in thousands) | September 30, 2020 | June 26, 2020 | March 27, 2020 | December 27, 2019 | |||||||||||||||||||
| Electrical | $ | 350,631 | $ | 272,151 | $ | 323,218 | $ | 324,547 | |||||||||||||||
| Safety & Infrastructure | 127,505 | 113,380 | 133,130 | 123,508 | |||||||||||||||||||
| Eliminations | (716) | (632) | (694) | (607) | |||||||||||||||||||
| Consolidated operations | $ | 477,420 | $ | 384,899 | $ | 455,654 | $ | 447,448 | |||||||||||||||
The tables below present Adjusted EBITDA for fiscal years ended 2020, 2019 and 2018 and the quarterly periods of fiscal 2020:
| Adjusted EBITDA | |||||||||||||||||
| Fiscal year ended | |||||||||||||||||
| (in thousands) | September 30, 2020 | September 30, 2019 | September 30, 2018 | ||||||||||||||
| Electrical | $ | 292,809 | $ | 285,217 | $ | 250,853 | |||||||||||
| Safety & Infrastructure | $ | 67,821 | $ | 77,407 | $ | 55,755 | |||||||||||
| Adjusted EBITDA | |||||||||||||||||||||||
| Three months ended | |||||||||||||||||||||||
| (in thousands) | September 30, 2020 | June 26, 2020 | March 27, 2020 | December 27, 2019 | |||||||||||||||||||
| Electrical | $ | 91,908 | $ | 55,549 | $ | 77,233 | $ | 68,119 | |||||||||||||||
| Safety & Infrastructure | $ | 17,056 | $ | 14,150 | $ | 17,888 | $ | 18,727 | |||||||||||||||
14
© Atkore Inc. Second Quarter 2021 Earnings Presentation April 29, 2021
© Atkore 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 inc lude 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 typically end on the last Friday in December, March and June. 2
© Atkore Record Quarterly Earnings in Q2 2021 3 1. See non-GAAP reconciliation in appendix. 455.7 639.5 Q2 2020 Q2 2021 +40% 39.2 124.9 Q2 2020 Q2 2021 +219% 87.0 193.4 Q2 2020 Q2 2021 +122% 0.99 2.79 Q2 2020 Q2 2021 +182% Revenue $M Net Income $M Adjusted EBITDA1 $M Adjusted EPS1 $/share Business Review Outstanding results in Q2 supported by leading position in PVC electrical conduit and strength of key end-markets such as residential and data centers Volume rebound to pre-COVID levels in Q2 MC GlideTM has been named 2021 Product of the Year in the Wire & Cable category by EC&M Magazine Increasing FY21 Adjusted EBITDA Outlook to $700-$750M
© Atkore A Canadian based manufacturer of fiberglass conduit solutions with two operating locations [Canada & US] that expands Atkore’s electrical product portfolio into an adjacent category and increases our exposure to the growing infrastructure market Recently Acquired FRE Composites® Leading market position in fiberglass conduit category Leverages Atkore’s channel access and strength Multiple synergy opportunities with combination of fiberglass and PVC products Mass TransitHighwaysBridges 4 Attractive End-Market Applications – Infrastructure, Transportation, Data Centers & Utility Strategic Rationale Example Applications
© Atkore Q2 Income Statement Summary 5 1. See non-GAAP reconciliation in appendix 2. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of Net sales $’s in millions Q2 2021 Q2 2020 Y/Y Change Y/Y % Change Net Sales $639.5 $455.7 $183.9 40.4% Operating Income $164.4 $61.2 $103.2 168.8% Net Income $124.9 $39.2 $85.7 218.8% Adjusted EBITDA1 $193.4 $87.0 $106.4 122.2% Adjusted EBITDA Margin2 30.2% 19.1% +1,110 bps - Net Income per Share (Diluted) $2.58 $0.80 $1.78 222.5% Adjusted Net Income per Share1 (Diluted) $2.79 $0.99 $1.80 181.8%
© Atkore Consolidated Atkore Q2 2021 Bridges 6 Volume/Mix +0.1% Price +35.6% Acquisitions / F/X / Other +4.7% Total +40.4% Q2 Net Sales Bridge Net Sales % Change Q2 Adjusted EBITDA Bridge Highlights $640 $1 $163 $20 2020 Price M&A / F/X / Other 2021Volume/Mix $456M Outstanding execution of the Atkore Business system to operate through unprecedented market conditions and challenges associated with raw material availability to drive tremendous results Double-digit percentage revenue increases from “Focused Product Categories” Adjusted EBITDA includes a $6M benefit related to business interruption insurance for the flood that occurred at the Pendleton, OR facility in February 2020 $64 $163 $7 Volume/Mix2020 $0 Input Cost Changes Price M&A / Productivity / Investment / Inflation / F/X / Other 2021 $87M $193M
© Atkore Q2 2021 Segment Results 7 Electrical Safety & Infrastructure ($’s in millions) Q2 2021 Q2 2020 Y/Y Change Net Sales $487.5 $323.2 50.8% Adjusted EBITDA $188.8 $77.2 144.5% Adjusted EBITDA Margin 38.7% 23.9% +1,480 bps ($’s in millions) Q2 2021 Q2 2020 Y/Y Change Net Sales $152.7 $133.1 14.7% Adjusted EBITDA $16.2 $17.9 (9.5%) Adjusted EBITDA Margin 10.6% 13.4% (280 bps) Strong results driven by PVC electrical conduit, metal electrical conduit and volume growth in International Continue to see very strong market trends in residential, data centers and warehouses Excellent performance and impact from recent acquisitions Strong demand trends for mechanical tube products and OEM/industrial market customers Solid commercial execution and focus on value selling amidst rising input cost environment; moved pricing up in-line with steel cost increases Segment well positioned for future growth and margin expansion Business Review Business Review
© Atkore Cash Flow Review 8 1. See non-GAAP reconciliation in appendix. $133 $20 $20 $44 $40 $35 $6 Cash Flow From Operating Activities Capital Expenditures Net Other Sources of Cash Free Cash Flow1 Debt RepaymentM&A Activities Stock Repurchases Net Increase in Cash vs. Q4 20 $153M FY21 YTD Cash Flow Bridge, $M Disciplined & Balanced Approach to Capital Allocation
© Atkore Increasing FY21 estimates for Net Sales, Adjusted EBITDA and Adjusted EPS, driven by stronger than expected PVC conduit trends in 1H 2021 and expectations for the remainder of the fiscal year. Note, prior year performance in Q3 2020 significantly impacted by the temporary shutdowns associated with the COVID-19 pandemic. Raising FY2021 Outlook Outlook Summary 9 1. Reconciliation of the forward-looking full-year 2021 outlook for Adjusted EBITDA and Adjusted EPS is not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation. 2. Represents weighted-average shares outstanding in millions used in calculation of Adjusted EPS outlook. Outlook Items for Consolidated Atkore Q3 2021 Outlook FY2021 Outlook Changes to Prior FY2021 Outlook Net Sales +80% – +100% +40% – +50% +24% / +30% Adjusted EBITDA1 $200 – $220M $700 – $750M +$260 / +$290M Adjusted EPS1 $2.80 – $3.10 $10.00 – $10.70 +$4.35 / +$4.75 Interest Expense $33 – $37M - Tax Rate 25% – 27% - Capital Expenditures $50 – $55M - Stock Buybacks $35 – $55M - Diluted Shares Outstanding2 ~47M -
© Atkore Track Record Of Growth Outlook Comments & Perspective Anticipate recent supply demand trends to normalize as we approach the fall / winter months of calendar 2021 Current FY22 perspective significantly ahead of prior performance from FY15 – FY20 on an absolute dollar basis FY22 perspective may vary due to changes in assumptions or market conditions Adjusted EBITDA $M 10 325 400 FY2020FY2015 FY2016 FY2019FY2017 FY2018 FY2021 Outlook FY2022 Perspective $164 $235 $228 $700 - $750 $272 $324 $327 $400 - $450 +15% CAGR Anticipate >10% CAGR Between FY20-FY22 Atkore Base Business Outperformance in FY21
© Atkore. Appendix
© Atkore Segment Information Three months ended March 26, 2021 March 27, 2020 (in thousands) Net sales Adjusted EBITDA Adjusted EBITDA Margin Net sales Adjusted EBITDA Adjusted EBITDA Margin Electrical $ 487,500 $ 188,826 38.7 % $ 323,218 $ 77,233 23.9 % Safety & Infrastructure 152,700 16,193 10.6 % 133,130 17,888 13.4 % Eliminations (657) (694) Consolidated operations $ 639,543 $ 455,654 12
© Atkore Adjusted Earnings Per Share Reconciliation Consolidated Atkore Inc. Three months ended (in thousands, except per share data) March 26, 2021 March 27, 2020 Net income $ 124,933 $ 39,193 Stock-based compensation 4,868 4,523 Intangible asset amortization 8,096 8,071 Other (a) (2,855) (1,503) Pre-tax adjustments to net income 10,109 11,091 Tax effect (2,527) (2,773) Adjusted net income $132,515 $47,511 Weighted-Average Diluted Common Shares Outstanding 47,548 48,095 Net income per diluted share $ 2.58 $ 0.80 Adjusted net income per diluted share $ 2.79 $ 0.99 (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) March 26, 2021 March 27, 2020 Net income $ 124,933 $ 39,193 Interest expense, net 8,416 10,564 Income tax expense 38,304 13,100 Depreciation and amortization 19,265 18,478 Stock-based compensation 4,868 4,523 Other (a) (2,421) 1,148 Adjusted EBITDA $ 193,365 $ 87,006 (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, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, restructuring costs and transaction costs. 14
© Atkore Net Income to Adjusted EBITDA Reconciliation Consolidated Atkore Inc. Fiscal Year Ended (in thousands) September 30, 2020 September 30, 2019 September 30, 2018 September 30, 2017 September 30, 2016 September 30, 2015 Net income $ 152,302 $ 139,051 $ 136,645 $ 84,639 $ 58,796 $ (4,955) Income tax expense 49,696 45,618 29,707 41,486 27,985 (2,916) Depreciation and amortization 74,470 72,347 66,890 54,727 55,017 59,465 Interest expense, net 40,062 50,473 40,694 26,598 41,798 44,809 Loss (gain) on extinguishment of debt 273 — — 9,805 (1,661) — Restructuring & impairments 3,284 3,804 1,849 1,256 4,096 32,703 Net periodic pension benefit cost — — — — 441 578 Stock-based compensation 13,064 11,798 14,664 12,788 21,127 13,523 Gain on purchase of business — (7,384) — — — — Gain on sale of business — — (27,575) — — — Gain on sale of joint venture — — — (5,774) — — ABF product liability impact — — — — 850 (216) Consulting fees — — — — 15,425 3,500 Certain legal matters — — (4,833) 7,551 1,382 — Transaction costs 196 1,200 9,314 4,779 7,832 6,039 Impact of Fence and Sprinkler exit — — — — 811 (2,885) Other(a) (6,712) 7,501 4,194 (10,247) 1,103 14,305 Adjusted EBITDA $ 326,635 $ 324,408 $ 271,549 $ 227,608 $ 235,002 $ 163,950 (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. 15
© Atkore Trailing Twelve Month Adjusted EBITDA Consolidated Atkore Inc. TTM Three months ended (in thousands) March 26, 2021 March 26, 2021 December 25, 2020 September 30, 2020 June 26, 2020 Net income $ 288,318 $ 124,933 $ 85,066 $ 54,241 $ 24,078 Interest expense, net 35,548 8,416 8,254 9,457 9,421 Income tax expense 94,524 38,304 26,964 20,584 8,672 Depreciation and amortization 75,571 19,265 19,044 18,946 18,316 Stock-based compensation 15,808 4,868 5,522 3,762 1,656 Loss on the extinguishment of debt 273 — — 273 — Other(a) (17,768) (2,421) (7,860) (9,067) 1,580 Adjusted EBITDA $ 492,274 $ 193,365 $ 136,990 $ 98,196 $ 63,723 (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, restructuring costs and transaction costs. 16
© Atkore Free Cash Flow Reconciliation Consolidated Atkore Inc. Six months ended (in thousands) March 26, 2021 March 27, 2020 Net cash provided by operating activities $ 153,246 $ 49,284 Capital expenditures $ (20,374) $ (17,139) Free Cash Flow: $ 132,872 $ 32,145 17
Thank you! atkore.com 16100 South Lathrop Avenue, Harvey, IL 60426 © Atkore Inc.