atkr-20220131
0001666138false00016661382022-01-312022-01-31

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): January 31, 2022
atkr-20220131_g1.gif
Atkore Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3779390-0631463
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
16100 South Lathrop Avenue, Harvey, Illinois 60426
(Address of principal executive offices) (Zip Code)

(708) 339-1610
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, $.01 par value per shareATKRNew York Stock Exchange

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

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



Item 2.02. Results of Operations and Financial Condition.*
    On January 31, 2022, Atkore International Group Inc. (the "Company" or "Atkore") issued a press release announcing the Company’s financial results for its fiscal 2022 first quarter ended December 24, 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 January 31, 2022 and may be used by Atkore in various other presentations to investors.
Item 9.01. Financial Statements and Exhibits.*
Exhibit No.     
Description of Exhibit
99.1 
99.2 
104 Inline XBRL for the cover page of this Current Report on Form 8-K
*
In accordance with General Instruction B.2 of Form 8-K, the information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act"), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.



SIGNATURES

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

ATKORE INC.



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

Date: January 31, 2022




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Exhibit 99.1
Atkore Inc. Announces First Quarter 2022 Results

Net sales of $840.8 million, up 64.5% versus prior year
Net income per diluted share increased by $2.57 versus prior year to $4.32; Adjusted net income per diluted share increased by $2.70 versus prior year to $4.58
Net income increased by $119.8 million versus prior year to $204.8 million; Adjusted EBITDA increased by $156.0 million versus prior year to $293.0 million
Full-year Net sales expected to be up mid-single digit percentages compared to fiscal year 2021
Full-year Adjusted EBITDA outlook increased to $875 million - $925 million; Full-year Adjusted net income per diluted share outlook increased to $12.80 - $13.60

HARVEY, IL. January 31, 2022 (BUSINESS WIRE) - Atkore Inc. (the “Company” or “Atkore”) (NYSE: ATKR) announced earnings for its fiscal 2022 first quarter ended December 24, 2021.

“Atkore delivered record results this quarter despite a challenging operating environment,” said Bill Waltz, Atkore President and Chief Executive Officer. “The commitment of our team and our focus on executing the Atkore Business System drove margin expansion in each of our segments. We were particularly pleased with the positive volume growth in our international markets led by solid demand and growth from data center projects. During the quarter, we completed the acquisitions of Sasco Tubes & Roll Forming Inc. and Four Star Industries, adding further metal framing and High Density Polyethylene (HDPE) conduit manufacturing capabilities to our portfolio. We also repurchased $105 million of Atkore common stock, in keeping with our commitment to return capital to shareholders. We look forward to continuing to build on our momentum and creating value for our shareholders and other stakeholders.”

Waltz continued, “Given our strong start to the year and current market dynamics, we are raising our fiscal 2022 outlook for Adjusted EBITDA to $875 - $925 million. Looking ahead, we will continue to invest in new products, marketing and business development to help improve Atkore’s position for the future.”

2022 First Quarter Results
Three months ended
(in thousands)December 24, 2021December 25, 2020Change% Change
Net sales
Electrical$641,683 $387,145 $254,538 65.7 %
Safety & Infrastructure200,510 124,765 75,745 60.7 %
Eliminations(1,392)(828)(564)68.1 %
Consolidated operations$840,801 $511,082 $329,719 64.5 %
Net income$204,843 $85,066 $119,777 140.8 %
Adjusted EBITDA 
Electrical$279,547 $133,273 $146,274 109.8 %
Safety & Infrastructure27,432 14,252 13,180 92.5 %
Unallocated(13,969)(10,535)(3,434)32.6 %
Consolidated operations$293,010 $136,990 $156,020 113.9 %

Net sales increased by $329.7 million, or 64.5%, to $840.8 million for the three months ended December 24, 2021, compared to $511.1 million for the three months ended December 25, 2020. The increase in Net sales is primarily attributed to increased average selling prices across the Company’s products of $368.0 million and increased Net sales of $10.7 million due to the acquisitions of Queen City Plastics and FRE Composites Group in the prior year. These increases are offset by decreased sales volume of $50.7 million across varying product categories within both the Electrical and the Safety & Infrastructure segments. Pricing for PVC products, as well as other parts of the business, is expected to return to more normal historical levels over time, but that time is uncertain.

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Exhibit 99.1
Gross profit increased by $165.6 million, or 87.5%, to $354.8 million for the three months ended December 24, 2021, as compared to $189.2 million for the prior-year period. Gross margin increased to 42.2% for the three months ended December 24, 2021, as compared to 37.0% for the prior-year period. Gross profit increased primarily due to higher average selling prices of $368.0 million, partially offset by higher input costs of steel, copper and PVC resin of $172.2 million.

Net income increased by $119.8 million, or 140.8%, to $204.8 million for the three months ended December 24, 2021 compared to $85.1 million for the prior-year period primarily due to higher gross profit and lower interest expense, partially offset by higher selling, general and administrative costs, and income tax expense.

Adjusted EBITDA increased by $156.0 million, or 113.9%, to $293.0 million for the three months ended December 24, 2021 compared to $137.0 million for the three months ended December 25, 2020. The increase was primarily due to higher gross profit.

Net income per diluted share prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) was $4.32 for the three months ended December 24, 2021, as compared to $1.75 in the prior-year period. Adjusted net income per diluted share increased by $2.70 to $4.58 for the three months ended December 24, 2021, as compared to $1.88 in the prior year period. The increase in diluted earnings per share and adjusted net income per share is primarily attributed to higher net income.

Segment Results

Electrical

Net sales increased by $254.5 million, or 65.7%, to $641.7 million for the three months ended December 24, 2021 compared to $387.1 million for the three months ended December 25, 2020. The increase in Net sales is primarily attributed to increased average selling prices of $265.8 million across the Electrical product lines and increased Net sales of $10.6 million from the prior period acquisitions of Queen City Plastics and FRE Composites Group. These increases were offset by decreased sales volume of $23.4 million. Pricing for PVC products, as well as other parts of the business, is expected to return to more normal historical levels over time, but that time is uncertain.

Adjusted EBITDA for the three months ended December 24, 2021 increased by $146.3 million, or 109.8%, to $279.5 million from $133.3 million for the three months ended December 25, 2020. Adjusted EBITDA margins increased to 43.6% for the three months ended December 24, 2021 compared to 34.4% for the three months ended December 25, 2020. The increase in Adjusted EBITDA and Adjusted EBITDA margins was largely due to higher average selling prices over input costs.

Safety & Infrastructure

Net sales increased by $75.7 million, or 60.7%, for the three months ended December 24, 2021 to $200.5 million compared to $124.8 million for the three months ended December 25, 2020. The increase is primarily attributed to increased average selling prices of $102.2 million driven by higher input costs of steel offset by lower volumes of $27.4 million primarily driven by decreases in the mechanical pipe product line.

Adjusted EBITDA increased by $13.2 million, or 92.5%, to $27.4 million for the three months ended December 24, 2021 compared to $14.3 million for the three months ended December 25, 2020. Adjusted EBITDA margins increased to 13.7% for the three months ended December 24, 2021 compared to 11.4% for the three months ended December 25, 2020. The Adjusted EBITDA increase is primarily due to the price increases, partially offset by lower volume, discussed above.

Full-Year Outlook

Based on market trends and Atkore’s continued execution, the Company is increasing its outlook for Adjusted EBITDA and Adjusted net income per diluted share for fiscal year 2022. The Company continues to expect Net Sales to be up approximately mid-single digit percentages versus fiscal year 2021. The Company expects Adjusted EBITDA to be in the range of $875 million to $925 million, and Adjusted net income per diluted share to be in the range of $12.80 - $13.60. The Company notes that this perspective may vary due to changes in assumptions or market conditions and other factors described under “Forward-Looking Statements.”

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Exhibit 99.1
Reconciliations of the forward-looking full-year 2022 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.

Conference Call Information

Atkore management will host a conference call today, January 31, 2022, 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 February 21, 2022. 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 9613489.

Interested investors and other parties can also listen to a webcast of the live conference call by logging onto the Investor Relations section of the Company’s website at https://investors.atkore.com. The online replay will be available on the same website immediately following the call.

To learn more about the Company, please visit the Company’s website at https://investors.atkore.com.

About Atkore Inc.

Atkore is forging a future where our employees, customers, suppliers, shareholders and communities are building better together – a future focused on serving the customer and powering and protecting the world. With a global network of manufacturing and distribution facilities worldwide, Atkore is a leading provider of electrical, safety and infrastructure solutions. To learn more, please visit www.atkore.com.
Media Contact:
Lisa Winter
Vice President - Communications
708-225-2453
[email protected]

Investor Contact:
John Deitzer
Vice President - Treasury & Investor Relations
708-225-2124
[email protected]

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.

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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 18, 2021 could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Additional factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation: declines in, and uncertainty regarding, the general business and economic conditions in the United States and international markets in which we operate; weakness or another downturn in the United States non-residential construction industry; widespread outbreak of diseases, such as the novel coronavirus (“COVID-19”) pandemic; changes in prices of raw materials; pricing pressure, reduced profitability, or loss of market share due to intense competition; availability and cost of third-party freight carriers and energy; high levels of imports of products similar to those manufactured by us; changes in federal, state, local and international governmental regulations and trade policies; adverse weather conditions; increased costs relating to future capital and operating expenditures to maintain compliance with environmental, health and safety laws; reduced spending by, deterioration in the financial condition of, or other adverse developments, including inability or unwillingness to pay our invoices on time, with respect to one or more of our top customers; increases in our working capital needs, which are substantial and fluctuate based on economic activity and the market prices for our main raw materials, including as a result of failure to collect, or delays in the collection of, cash from the sale of manufactured products; work stoppage or other interruptions of production at our facilities as a result of disputes under existing collective bargaining agreements with labor unions or in connection with negotiations of new collective bargaining agreements, as a result of supplier financial distress, or for other reasons; changes in our financial obligations relating to pension plans that we maintain in the United States; reduced production or distribution capacity due to interruptions in the operations of our facilities or those of our key suppliers; loss of a substantial number of our third-party agents or distributors or a dramatic deviation from the amount of sales they generate; security threats, attacks, or other disruptions to our information systems, or failure to comply with complex network security, data privacy and other legal obligations or the failure to protect sensitive information; possible impairment of goodwill or other long-lived assets as a result of future triggering events, such as declines in our cash flow projections or customer demand and changes in our business and valuation assumptions; safety and labor risks associated with the manufacture and in the testing of our products; product liability, construction defect and warranty claims and litigation relating to our various products, as well as government inquiries and investigations, and consumer, employment, tort and other legal proceedings; our ability to protect our intellectual property and other material proprietary rights; risks inherent in doing business internationally; changes in foreign laws and legal systems, including as a result of Brexit; our inability to introduce new products effectively or implement our innovation strategies; our inability to continue importing raw materials, component parts and/or finished goods; the incurrence of liabilities and the issuance of additional debt or equity in connection with acquisitions, joint ventures or divestitures and the failure of indemnification provisions in our acquisition agreements to fully protect us from unexpected liabilities; failure to manage acquisitions successfully, including identifying, evaluating, and valuing acquisition targets and integrating acquired companies, businesses or assets; the incurrence of additional expenses, increases in the complexity of our supply chain and potential damage to our reputation with customers resulting from regulations related to “conflict minerals”; disruptions or impediments to the receipt of sufficient raw materials resulting from various anti-terrorism security measures; restrictions contained in our debt agreements; failure to generate cash sufficient to pay the principal of, interest on, or other amounts due on our debt; challenges attracting and retaining key personnel or high-quality employees; future changes to tax legislation; failure to generate sufficient cash flow from operations or to raise sufficient funds in the capital markets to satisfy existing obligations and support the development of our business; and other risks and factors described from time to time in documents that we file with the SEC. The Company assumes no obligation to update the information contained herein, which speaks only as of the date hereof.

Non-GAAP Financial Information

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

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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, loss on extinguishment of debt, 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, loss on extinguishment of debt, intangible asset amortization, certain legal matters and other items, and the income tax expense or benefit on the foregoing adjustments that are subject to income tax. We define Adjusted net income per share as basic and diluted net income per share excluding the per share impact of stock-based compensation, intangible asset amortization, certain legal matters and other items, and the income tax expense or benefit on the foregoing adjustments that are subject to income tax.

Leverage Ratio - Net debt/Adjusted EBITDA

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

Free Cash Flow

We define free cash flow as net cash provided by (used in) operating activities, less capital expenditures. We believe that Free Cash Flow provides meaningful information regarding the Company’s liquidity.





5



ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three months ended
(in thousands, except per share data)December 24, 2021December 25, 2020
Net sales$840,801 $511,082 
Cost of sales485,993 321,891 
Gross profit354,808 189,191 
Selling, general and administrative78,151 61,078 
Intangible asset amortization8,229 8,260 
Operating income268,428 119,853 
Interest expense, net6,918 8,254 
Other income, net (308)(431)
Income before income taxes261,818 112,030 
Income tax expense56,975 26,964 
Net income$204,843 $85,066 
Net income per share
Basic$4.38 $1.78 
Diluted$4.32 $1.75 

6



ATKORE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share data)December 24, 2021September 30, 2021
Assets
Current Assets:
Cash and cash equivalents$498,959 $576,289 
Accounts receivable, less allowance for current and expected credit losses of $2,847 and $2,510, respectively541,685 524,926 
Inventories, net362,099 285,989 
Prepaid expenses and other current assets45,906 34,248 
Total current assets1,448,649 1,421,452 
Property, plant and equipment, net276,858 275,622 
Intangible assets, net251,375 241,204 
Goodwill211,928 199,048 
Right-of-use assets, net40,884 41,113 
Deferred tax assets35,045 29,693 
Other long-term assets2,554 1,967 
Total Assets$2,267,293 $2,210,099 
Liabilities and Equity
Current Liabilities:
Accounts payable233,921 243,164 
Income tax payable74,508 72,953 
Accrued compensation and employee benefits29,805 57,437 
Customer liabilities98,563 80,324 
Lease obligations11,652 11,785 
Other current liabilities51,570 59,273 
Total current liabilities500,019 524,936 
Long-term debt758,924 758,386 
Long-term lease obligations30,076 30,236 
Deferred tax liabilities18,141 16,746 
Pension liabilities3,168 3,819 
Other long-term liabilities14,344 11,240 
Total Liabilities1,324,672 1,345,363 
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 45,394,463 and 45,997,159 shares issued and outstanding, respectively455 461 
Treasury stock, held at cost, 290,600 and 290,600 shares, respectively(2,580)(2,580)
Additional paid-in capital485,839 506,921 
Retained earnings488,966 388,660 
Accumulated other comprehensive loss(30,059)(28,726)
Total Equity942,621 864,736 
Total Liabilities and Equity$2,267,293 $2,210,099 

7



ATKORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three months ended
(in thousands)December 24, 2021December 25, 2020
Operating activities:
Net income$204,843 $85,066 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization20,046 19,044 
Deferred income taxes(5,720)1,117 
Stock-based compensation3,427 5,522 
Amortization of right-of-use assets3,124 3,352 
Other non-cash adjustments to net income4,050 1,703 
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable(12,301)(45,382)
Inventories(75,091)(20,326)
Prepaid expenses and other current assets(11,591)(2,692)
Accounts payable(13,335)13,060 
Accrued and other liabilities(23,171)3,280 
Other, net2,911 22,532 
Net cash provided by operating activities97,192 86,276 
Investing activities:
Capital expenditures(9,358)(8,229)
Proceeds from sale of properties and equipment432 1,122 
Acquisition of businesses, net of cash acquired(36,098)(7,186)
Other, net— 35 
Net cash used in investing activities(45,024)(14,258)
Financing activities:
Repayments of long-term debt— (40,000)
Issuance of common stock, net of shares withheld for tax(24,505)(3,927)
Repurchase of common stock(104,543)(35,037)
Other, net— (17)
Net cash used for financing activities(129,048)(78,981)
Effects of foreign exchange rate changes on cash and cash equivalents(450)2,912 
Decrease in cash and cash equivalents(77,330)(4,051)
Cash and cash equivalents at beginning of period576,289 284,471 
Cash and cash equivalents at end of period$498,959 $280,420 
Supplementary Cash Flow information
Capital expenditures, not yet paid$1,501 $306 
Operating lease right-of-use assets obtained in exchange for lease liabilities$1,066 $850 
Acquisitions of businesses, not yet paid$2,864 $— 
Free Cash Flow:
     Net cash provided by operating activities$97,192 $86,276 
     Capital expenditures(9,358)(8,229)
Free Cash Flow:$87,834 $78,047 
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ATKORE INC.
ADJUSTED EBITDA

The following table presents reconciliations of Adjusted EBITDA to net income for the periods presented:
Three months ended
(in thousands)December 24, 2021December 25, 2020
Net income$204,843 $85,066 
Interest expense, net6,918 8,254 
Income tax expense56,975 26,964 
Depreciation and amortization20,046 19,044 
Stock-based compensation3,427 5,522 
Other (a)
801 (7,860)
Adjusted EBITDA$293,010 $136,990 
(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.

9



ATKORE INC.
SEGMENT INFORMATION

The following table presents reconciliations of Net sales and calculations of Adjusted EBITDA Margin by segment for the periods presented:
Three months ended
 December 24, 2021December 25, 2020
(in thousands)Net sales
Adjusted EBITDA 
Adjusted EBITDA MarginNet sales
Adjusted EBITDA 
Adjusted EBITDA Margin
Electrical$641,683 $279,547 43.6 %$387,145 $133,273 34.4 %
Safety & Infrastructure200,510 27,432 13.7 %124,765 14,252 11.4 %
Eliminations(1,392)(828)
Consolidated operations$840,801 $511,082 






10



ATKORE INC.
ADJUSTED NET INCOME PER SHARE

The following table presents reconciliations of Adjusted net income to net income for the periods presented:
Three months ended
(in thousands, except per share data)December 24, 2021December 25, 2020
Net income$204,843 $85,066 
Stock-based compensation3,427 5,522 
Intangible asset amortization8,229 8,260 
Other (a)
(643)(8,142)
Pre-tax adjustments to net income11,013 5,640 
Tax effect(2,753)(1,410)
Adjusted net income$213,103 $89,296 
Diluted weighted average common shares outstanding46,575 47,547 
Net income per diluted share$4.32 $1.75 
Adjusted net income per diluted share$4.58 $1.88 
(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.

11



ATKORE INC.
LEVERAGE RATIO

The following table presents reconciliations of Net debt to Total debt for the periods presented:
($ in thousands)December 24, 2021September 30, 2021June 25, 2021March 26, 2021December 25, 2020September 30, 2020
Short-term debt and current maturities of long-term debt$— $— $4,000 $— $— $— 
Long-term debt758,924 758,386 780,489 765,049 764,379 803,736 
Total debt758,924 758,386 784,489 765,049 764,379 803,736 
Less cash and cash equivalents498,959 576,289 397,142 304,469 280,420 284,471 
Net debt$259,965 $182,097 $387,347 $460,580 $483,959 $519,265 
TTM Adjusted EBITDA (a)
$1,053,570 $897,547 $702,815 $492,274 $385,915 $326,635 
Total debt/TTM Adjusted EBITDA0.7 x0.8 x1.1 x1.6 x2.0 x2.5 x
Net debt/TTM Adjusted EBITDA0.2 x0.2 x0.6 x0.9 x1.3 x1.6 x
(a) TTM Adjusted EBITDA is equal to the sum of Adjusted EBITDA for the trailing four quarter period.. The reconciliation of Adjusted EBITDA for the quarter ended December 25, 2020 can be found in Exhibit 99.1 to form 8-K filed February 2, 2021 and is incorporated by reference herein. The reconciliation of Adjusted EBITDA for the quarter ended June 25, 2021 can be found in Exhibit 99.1 to form 8-K filed August 3, 2021 and is incorporated by reference herein. The reconciliation of Adjusted EBITDA for the quarter ended March 26, 2021 can be found in Exhibit 99.1 to form 8-K filed April 29, 2021 and is incorporated by reference herein. The reconciliation of Adjusted EBITDA for the year ended September 30, 2021 and September 30, 2020 can be found in Exhibit 99.1 to form 8-K filed November 18, 2021 and is incorporated by reference herein.

ATKORE INC.
TRAILING TWELVE MONTHS ADJUSTED EBITDA

The following table presents a reconciliation of Adjusted EBITDA for the trailing twelve months ended December 24, 2021:
TTMThree months ended
(in thousands)December 24, 2021December 24, 2021September 30, 2021June 25, 2021March 26, 2021
Net income$707,634 $204,843 $202,561 $175,297 $124,933 
Interest expense, net31,563 6,918 8,139 8,090 8,416 
Income tax expense222,155 56,975 65,222 61,654 38,304 
Depreciation and amortization79,559 20,046 20,082 20,166 19,265 
Stock-based compensation14,952 3,427 2,889 3,768 4,868 
Loss on the extinguishment of debt4,202 — — 4,202 — 
Other(a)
(6,495)801 (5,962)1,087 (2,421)
Adjusted EBITDA$1,053,570 $293,010 $292,931 $274,264 $193,365 
(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.


12

© Atkore Inc. First Quarter 2022 Earnings Presentation January 31, 2022


 
© Atkore Cautionary Statements This presentation is provided for general informational purposes only and it does not include every item which may be of interest, nor does it purport to present full and fair disclosure with respect to Atkore Inc. (the “Company” or “Atkore”) or its operational and financial information. Atkore expressly disclaims any current intention to update any forward-looking statements contained in this presentation as a result of new information or future events or developments or otherwise, except as required by federal securities laws. This presentation is not a prospectus and is not an offer to sell securities. This presentation contains forward-looking statements that are subject to known and unknown risks and uncertainties, many of which are beyond our control. All statements other than statements of historical fact included in this presentation are forward-looking statements. Forward-looking statements appearing throughout this presentation include, without limitation, statements regarding our intentions, beliefs, assumptions or current expectations concerning, among other things, financial position; results of operations; cash flows; prospects; growth strategies or expectations; customer retention; the outcome (by judgment or settlement) and costs of legal, administrative or regulatory proceedings, investigations or inspections, including, without limitation, collective, representative or any other litigation; and the impact of prevailing economic conditions. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” and other comparable terms. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this presentation. In addition, even if our results of operations, financial condition and cash flows, and the development of the market in which we operate, are consistent with the forward-looking statements contained in this presentation, those results or developments may not be indicative of results or developments in subsequent periods. A number of important factors, including, without limitation, the risks and uncertainties discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K and the Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission, could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Because of these risks, we caution that you should not place undue reliance on any of our forward-looking statements. New risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us. Further, any forward-looking statement speaks only as of the date on which it is made. We undertake no obligation to revise the forward-looking statements in this presentation after the date of this presentation. Market data and industry information used throughout this presentation are based on management’s knowledge of the industry and the good faith estimates of management. We also relied, to the extent available, upon management’s review of independent industry surveys, forecasts and publications and other publicly available information prepared by a number of third-party sources. All of the market data and industry information used in this presentation involves a number of assumptions and limitations which we believe to be reasonable, but you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, we cannot guarantee the accuracy or completeness of this information, and we have not independently verified this information. While we believe the estimated market position, market opportunity and market size information included in this presentation are generally reliable, such information, which is derived in part from management’s estimates and beliefs, is inherently uncertain and imprecise. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are subject to a high degree of uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties. This presentation should be read along with the historical financial statements of Atkore, including the most recent audited financial statements. Historical results may not be indicative of future results. We use non-GAAP financial measures to help us describe our operating and financial performance. These measures may include Adjusted EBITDA, Adjusted EBITDA margin (Adjusted EBITDA over Net sales), Net debt (total debt less cash and cash equivalents), Adjusted Net Income Per Share, Leverage ratio (net debt or total debt less cash and cash equivalents, over Adjusted EBITDA on trailing twelve month (“TTM”) basis), Free Cash Flow (net cash provided by operating activities less capital expenditures) and Return on Capital to help us describe our operating and financial performance. These non-GAAP financial measures are commonly used in our industry and have certain limitations and should not be construed as alternatives to net income, total debt, net cash provided by operating activities, return on assets, and other income data measures as determined in accordance with generally accepted accounting principles in the United States, or GAAP, or as better indicators of operating performance. These non-GAAP financial measures as defined by us may not be comparable to similarly-titled non-GAAP measures presented by other companies. Our presentation of such non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. See the appendix to this presentation for a reconciliation of the non-GAAP financial measures presented herein to the most comparable financial measures as determined in accordance with GAAP. Fiscal Periods - The Company has a fiscal year that ends on September 30th. It is the Company's practice to establish quarterly closings using a 4-5-4 calendar. The Company's fiscal quarters typically end on the last Friday in December, March and June. 2


 
© Atkore Record Quarterly Earnings in Q1 2022 1. See non-GAAP reconciliation in appendix. 452.0 447.4 511.1 840.8 Q1 2020 Q1 2019 Q1 2021 Q1 2022 +65% 26.9 34.8 85.1 204.8 Q1 2019 Q1 2020 Q1 2021 Q1 2022 +141% 70.0 77.7 137.0 293.0 Q1 2021 Q1 2020 Q1 2019 Q1 2022 +114% 0.74 0.94 1.88 4.58 Q1 2019 Q1 2020 Q1 2021 Q1 2022 +144% Revenue $M Net Income $M Adjusted EBITDA1 $M Adjusted EPS1 $/share Solid results in Q1 with earnings growth in both Electrical and Safety & Infrastructure Completed two acquisitions Repurchased $105M in stock Q1 Review 3


 
© Atkore FY2022 Outlook Outlook Summary 4 1. Reconciliation of the forward-looking quarterly and full-year 2022 outlook for Adjusted EBITDA and Adjusted EPS is not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation. 2. Represents weighted-average shares outstanding in millions used in calculation of Adjusted EPS outlook. Outlook Items for Consolidated Atkore Q2 2022 Outlook FY2022 Outlook Changes to Prior FY2022 Outlook Net Sales + ~25% +MSD% - Adjusted EBITDA1 $240 – $260M $875 – $925M +$225M Adjusted EPS1 $3.55 – $3.85 $12.80 – $13.60 +$3.60 Interest Expense $30 – $32M - Tax Rate 25% – 27% - Capital Expenditures $80 – $90M - Stock Buybacks ≥ $200M + ≥ $100M Diluted Shares Outstanding2 ~46M (0.5)M


 
© Atkore Sasco Tubes & Roll Forming Inc. Four Star Industries Recent Acquisitions Manufacturer of metal framing and related products serving the electrical, mechanical, construction and solar industries Supports Atkore’s Safety & Infrastructure business and increases capability and product offerings in North America Manufacturer of High Density Polyethylene (HDPE) conduit, primarily serving the telecommunications, utility and infrastructure markets Expands Atkore’s Electrical product portfolio and aligns to projected growth plans for data and telecom markets associated with U.S. government infrastructure spending 5


 
© Atkore Q1 Income Statement Summary 6 1. See non-GAAP reconciliation in appendix 2. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of Net sales ($’s in millions) Q1 2022 Q1 2021 Y/Y Change Y/Y % Change Net Sales $840.8 $511.1 $329.7 64.5% Operating Income $268.4 $119.9 $148.6 124.0% Net Income $204.8 $85.1 $119.8 140.8% Adjusted EBITDA1 $293.0 $137.0 $156.0 113.9% Adjusted EBITDA Margin2 34.8% 26.8% +800 bps - Net Income per Share (Diluted) $4.32 $1.75 $2.57 146.9% Adjusted Net Income per Share1 (Diluted) $4.58 $1.88 $2.70 143.6%


 
© Atkore Consolidated Atkore Q1 2022 Bridges 7 Volume/Mix (9.9%) Price +72.0% Acquisitions / F/X / Other +2.4% Total +64.5% $51 $368 $13 20222021 PriceVolume/Mix M&A / F/X / Other $511M $841M Delivered strong results despite a challenging operating environment due to several external factors such as labor availability and supply chain issues impacting distributors, manufacturers, and contractors Positive volume growth in our international markets led by solid demand, and growth from data center projects Margin expansion in both Electrical and Safety & Infrastructure segments $16 $12 $368 $184 2021 Volume/Mix Input Cost Changes Price M&A / Productivity / Investment / Inflation / F/X / Other 2022 $137M $293M Net Sales % Change Highlights Q1 Adjusted EBITDA Bridge Q1 Net Sales Bridge


 
© Atkore Q1 2022 Segment Results 8 Electrical Safety & Infrastructure ($’s in millions) Q1 2022 Q1 2021 Y/Y Change Net Sales $641.7 $387.1 65.7% Adjusted EBITDA $279.5 $133.3 109.8% Adjusted EBITDA Margin 43.6% 34.4% +920 bps ($’s in millions) Q1 2022 Q1 2021 Y/Y Change Net Sales $200.5 $124.8 60.7% Adjusted EBITDA $27.4 $14.3 92.5% Adjusted EBITDA Margin 13.7% 11.4% +230 bps $23 $266 $12 Volume/Mix2021 2022Price M&A / F/X / Other $387M $642M $27 $102 $1 Volume/Mix2021 M&A / F/X / OtherPrice 2022 $125M $201M Q1 Net Sales Bridge Q1 Net Sales Bridge


 
© Atkore Executing our capital deployment model with $150M deployed in Q1 FY22. On track to meet plan to deploy over $1 billion in cash over the next two to three years. Capital Deployment Focused on Driving Growth Capital Deployment Model Capital Expenditures, Organic Growth, and Capacity Investments M&A Stock Repurchases Priority Uses for Capital Maintain Gross Debt to normalized Adj. EBITDA ratio at ~2x or below $9M spent in capital expenditures in the first quarter with key investments in digital tools and capabilities and new equipment $36M on the purchase of two acquisitions; Sasco Tubes & Roll Forming Inc. and Four Star Industries $105M in share repurchases in Q1; continue to repurchase shares in Q2 (~$75M repurchased as of January 28, 2022); expect ≥ $200M of share repurchases in FY22 Expect to deploy over $1 billion in cash over the next two to three years 9 Q1 FY2022 Results & Status


 
© Atkore Committed to Driving Positive ESG Impacts Launched 2021 Sustainability Report Sustainability Efforts Recently Recognized by Leading Independent Organizations Ranked #48 by Newsweek for America’s Most Responsible Companies 2022 Received Great Place to Work® certification for the 2nd year in a row Earned 2022 Top Workplaces USA Award Achieved a score of 85 in our inaugural submission to the Human Rights Campaign Foundation’s Corporate Equality Index Received a Bronze Rating from EcoVadis Announced 2025 Sustainability Targets 10% reduction in Scope 1 & 2 GHG (greenhouse gas) emissions intensity by 2025 80% of sites meeting TBSO (Team-Based Safety Observations) targets by 2025 30% diversity across Senior Leadership Team by 2025 80% participation in annual employee engagement and alignment survey by 2025 10


 
© Atkore Appendix


 
© Atkore Adjusted Earnings Per Share Reconciliation Segment Information 12 Three months ended December 24, 2021 December 25, 2020 (in thousands) Net sales Adjusted EBITDA Adjusted EBITDA Margin Net sales Adjusted EBITDA Adjusted EBITDA Margin Electrical $ 641,683 $ 279,547 43.6 % $ 387,145 $ 133,273 34.4 % Safety & Infrastructure 200,510 27,432 13.7 % 124,765 14,252 11.4 % Eliminations (1,392) (828) Consolidated operations $ 840,801 $ 511,082


 
© Atkore Adjusted Earnings Per Share Reconciliation Consolidated Atkore Inc. 13 Three months ended (in thousands, except per share data) December 24, 2021 December 25, 2020 December 27, 2019 Net income $ 204,843 $ 85,066 $ 34,790 Stock-based compensation 3,427 5,522 3,123 Intangible asset amortization 8,229 8,260 8,113 Other (a) (643) (8,142) 2,836 Pre-tax adjustments to net income 11,013 5,640 14,072 Tax effect (2,753) (1,410) (3,518) Adjusted net income $213,103 $89,296 $45,344 Weighted-Average Diluted Common Shares Outstanding 46,575 47,547 47,999 Net income per diluted share $ 4.32 $ 1.75 $ 0.71 Adjusted net income per diluted share $ 4.58 $ 1.88 $ 0.94 (a) Represents other items, such as inventory reserves and adjustments, realized or unrealized gain (loss) on foreign currency transactions, loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of certain indemnified uncertain tax positions, gain on purchase of business and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives.


 
© Atkore Net Income to Adjusted EBITDA Reconciliation Consolidated Atkore Inc. 14 Three months ended (in thousands) December 24, 2021 December 25, 2020 December 27, 2019 Net income $ 204,843 $ 85,066 $ 34,790 Interest expense, net 6,918 8,254 10,620 Income tax expense 56,975 26,964 7,340 Depreciation and amortization 20,046 19,044 18,730 Stock-based compensation 3,427 5,522 3,123 Other (a) 801 (7,860) 3,107 Adjusted EBITDA $ 293,010 $ 136,990 $ 77,710 (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.


 
© Atkore Adjusted Earnings Per Share Reconciliation Trailing Twelve Month Adjusted EBITDA Reconciliation Consolidated Atkore Inc. 15 TTM Three months ended (in thousands) December 24, 2021 December 24, 2021 September 30, 2021 June 25, 2021 March 26, 2021 Net income $ 707,634 $ 204,843 $ 202,561 $ 175,297 $ 124,933 Interest expense, net 31,563 6,918 8,139 8,090 8,416 Income tax expense 222,155 56,975 65,222 61,654 38,304 Depreciation and amortization 79,559 20,046 20,082 20,166 19,265 Stock-based compensation 14,952 3,427 2,889 3,768 4,868 Loss on the extinguishment of debt 4,202 — — 4,202 — Other(a) (6,495) 801 (5,962) 1,087 (2,421) Adjusted EBITDA $ 1,053,570 $ 293,010 $ 292,931 $ 274,264 $ 193,365 (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.


 
© Atkore Free Cash Flow Reconciliation Consolidated Atkore Inc. 16 Three months ended (in thousands) December 24, 2021 December 25, 2020 Net cash provided by operating activities $ 97,192 $ 86,276 Capital expenditures $ (9,358) $ (8,229) Free Cash Flow: $ 87,834 $ 78,047


 
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