Atkore Inc.
For the period ended Dec 26, 2025. Filed Feb 3, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 26, 2025 · Filed Feb 3, 2026
ATKR$94.96+0.0%Stored close · as of Oct 16, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-27; filed 2025-08-05.
0001666138-25-000156
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-12-26; filed 2026-02-03.
0001628280-26-004734
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 115 previous paragraphs and 96 current paragraphs.
73 unchanged; 16 reworded; 6 added; 23 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 15 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
Restructuring and Strategic Review
Current report
In fiscal 2025, the Company announced a series of plant closures and a broader strategic review of the Company’s portfolio, which could result in the divestiture of certain businesses. Restructuring costs and activities related to the strategic review could result in increased selling, general and administrative costs in the form of restructuring and transaction costs, as well increased costs of sales as the result of increased depreciation related to a decrease in useful lives of assets at impacted sites. Furthermore, these activities could result in the Company recognizing impairment charges on property, plant and equipment, intangible assets or goodwill.
Current report
Net sales increased by $4.2 million, or 0.9%, to $469.6 million for the three months ended December 26, 2025 compared to $465.4 million for the three months ended December 27, 2024. The increase in net sales is primarily attributed to increased sales volume of $23.4 million partially offset by decreased average selling prices of $18.1 million.
Current report
Adjusted EBITDA
Current report
Adjusted EBITDA
Current report
•the timing and effects of our review of strategic alternatives;
Removed paragraphs (23)
Previous report
The Company’s income tax rate increased to 22.0% for the three months ended June 27, 2025 compared to 21.9% for the three months ended June 28, 2024. The current period effective tax rate is consistent with the prior year period.
Previous report
Net sales decreased by $84.7 million, or 14.0%, to $521.3 million for the three months ended June 27, 2025 compared to $606.0 million for the three months ended June 28, 2024. The decrease in net sales is primarily attributed to decreased average selling prices of $92.2 million and the impact of divestitures in fiscal 2025 of $4.2 million, partially offset by increased sales volume of $9.5 million.
Previous report
Net sales decreased by $315.4 million, or 13.1%, to $2,098.4 million for the nine months ended June 27, 2025, compared to $2,413.8 million for the nine months ended June 28, 2024. The decrease in net sales is primarily attributed to decreased average selling prices of $328.1 million partially offset by higher sales volume of $10.9 million.
Previous report
Cost of sales
Previous report
Cost of sales increased by $18.1 million, or 1.2% to $1,570.1 million for the nine months ended June 27, 2025 compared to $1,552.0 million for the nine months ended June 28, 2024. The increase in cost of sales was primarily due to higher freight costs of $17.9 million, higher sales volume of $9.2 million, and decreased benefit of solar energy tax credits of $16.1 million, partially offset by lower input costs of $17.3 million and the impact of divestitures in fiscal 2025 of $6.5 million.
Previous report
Selling, general and administrative
Previous report
Selling, general and administrative expenses decreased by $8.5 million, or 2.9%, to $288.6 million for the nine months ended June 27, 2025, compared to $297.1 million for the nine months ended June 28, 2024. The decrease was primarily due to increased productivity of $13.6 million, decrease in administrative costs due to a divested business of $5.0 million and decreased costs of other general and administrative expenses of $10.7 million, partially offset by increased spending on business improvement initiatives of $11.5 million, higher stock compensation of $6.7 million and higher costs of $9.3 million spread across a variety of other spend categories.
Previous report
Intangible asset amortization
Previous report
Asset impairment charges
Previous report
Asset impairment charges increased to $127.7 million for the nine months ended June 27, 2025 compared to no asset impairment charges for the nine months ended June 28, 2024. The asset impairment charge were related to the impairment of HDPE assets as described in Note 14, “Fair Value Measurements”.
Previous report
Interest expense, net
Previous report
Interest expense, net, decreased by $0.7 million, or 2.7%, to $25.3 million for the nine months ended June 27, 2025, compared to $26.1 million for the nine months ended June 28, 2024. The decrease is primarily due to decreased interest rates on the Company’s Senior Secured Term Loan Facility.
Previous report
Other expense, net
Previous report
Other expense, net increased to $7.4 million for the nine months ended June 27, 2025, compared to $1.3 million for the nine months ended June 28, 2024. This increase is primarily due to the loss on the sale of Northwest Polymers of $6.1 million in the second quarter of fiscal 2025.
Previous report
Income tax expense
Previous report
SEGMENT RESULTS
Previous report
Electrical
Previous report
Net sales decreased by $311.1 million, or 17.4%, to $1,479.3 million for the nine months ended June 27, 2025, compared to $1,790.4 million for the nine months ended June 28, 2024. The decrease in net sales is primarily attributed to decreased average selling prices of $303.3 million, the impact of divestitures in fiscal 2025 of$6.2 million and decreased sales volume of $2.0 million.
Previous report
Adjusted EBITDA for the nine months ended June 27, 2025 decreased by $318.1 million, or 54.6%, to $264.6 million from $582.7 million for the nine months ended June 28, 2024. Adjusted EBITDA margin decreased to 17.9% for the nine months ended June 27, 2025, compared to 32.5% for the nine months ended June 28, 2024. The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to the decrease in average selling prices.
Previous report
Safety & Infrastructure
Previous report
Net sales decreased by $4.6 million, or 0.7%, to $620.0 million for the nine months ended June 27, 2025, compared to $624.6 million for the nine months ended June 28, 2024. The decrease is primarily due to decreased average selling prices of $24.8 million, partially offset by higher volumes of $12.9 million, and decreased economic value of solar energy tax credits to be transferred to certain customers of $8.1 million.
Previous report
Adjusted EBITDA increased $7.3 million, or 9.7%, to $82.4 million for the nine months ended June 27, 2025, compared to $75.1 million for the nine months ended June 28, 2024. Adjusted EBITDA margin increased to 13.3% for the nine months ended June 27, 2025, compared to 12.0% for the nine months ended June 28, 2024. The increase in Adjusted EBITDA and Adjusted EBITDA margin was largely due to decreases in costs outpacing decreases in average selling price and higher volume.
Previous report
As described in Note 14 “Fair Value Measurements,” the Company recorded an asset impairment charge of $127,733. Of this charge, $92,397 was recorded against intangible assets, predominantly customer relationship intangibles. As a result of the conditions related to this asset impairment charge, the estimated remaining weighted average useful life for customer relationships intangibles has been reduced from 7 years to 3 years, as of March 28, 2025. As a result of the asset impairment charge, the GAAP basis for the amortization of customer relationship intangibles has been adjusted. The Company will record amortization expense in future periods based upon the new GAAP basis and estimated useful life.
Reworded paragraphs (16)
Previous wording
Net sales decreased by $87.3 million, or 10.6%, to $735.0 million for the three months ended June 27, 2025, compared to $822.4 million for the three months ended June 28, 2024. The decrease in net sales is primarily attributed to decreased average selling prices across the Company’s products of $100.5 million and the impact of divestitures in fiscal 2025 of $4.2 million, partially offset by increased sales volume of $15.4 million.
Current wording
Net sales decreased by $6.0 million, or 0.9%, to $655.5 million for the three months ended December 26, 2025, compared to $661.6 million for the three months ended December 27, 2024. The decrease in net sales is primarily attributed to decreased average selling prices across the Company’s products of $18.1 million and the impact of divestitures in fiscal 2025 of $5.2 million, partially offset by increased sales volume of $15.3 million.
Previous wording
Cost of sales increased by $20.3 million, or 3.7%, to $563.0 million for the three months ended June 27, 2025 compared to $542.7 million for the three months ended June 28, 2024. The increase was primarily due to increased sales volume of $15.3 million, increased freight costs of $4.2 million, and increased inputs costs of $3.4 million partially offset by the impact of divestitures in fiscal 2025 of $4.2 million.
Current wording
Cost of sales increased by $39.1 million, or 8.0%, to $529.6 million for the three months ended December 26, 2025 compared to $490.5 million for the three months ended December 27, 2024. The increase was primarily due to increased sales volume of $15.2 million, increased inputs costs of $25.3 million, and increased depreciation of $11.8 million partially offset by lower freight and warehousing costs of $15.1 million and the impact of divestitures in fiscal 2025 of $5.7 million. The increase in depreciation primarily relates to additional depreciation of $8.2 million related to site closures as described in Note 5, “Restructuring Charges.”
Previous wording
Selling, general and administrative expenses increased by $0.2 million, or 0.2%, to $98.1 million for the three months ended June 27, 2025 compared to $98.0 million for the three months ended June 28, 2024. The increase was primarily due to increased investments in people and software of $3.8 million and other expense categories of $2.0 million partially offset by increased productivity of $5.6 million.
Current wording
Selling, general and administrative expenses increased by $8.1 million, or 8.9%, to $99.6 million for the three months ended December 26, 2025 compared to $91.5 million for the three months ended December 27, 2024. The increase was primarily due to increased transaction costs of $6.3 million and restructuring costs of $1.2 million.
Previous wording
Intangible asset amortization expense decreased to $10.1 million for the three months ended June 27, 2025 compared to $13.2 million for the three months ended June 28, 2024. The decrease in amortization expense resulted from certain intangibles becoming fully amortized.
Current wording
Intangible asset amortization expense decreased to $6.3 million for the three months ended December 26, 2025 compared to $11.7 million for the three months ended December 27, 2024. The decrease in amortization expense resulted from certain intangibles becoming fully amortized or the amortizable base decreasing as a result of impairment charges recorded in fiscal 2025.
Previous wording
Interest expense, net decreased by $1.1 million, or 10.8% to $8.9 million for the three months ended June 27, 2025 compared to $9.9 million for the three months ended June 28, 2024. The decrease is primarily due to decreased interest rates on the Company’s Senior Secured Term Loan Facility.
Current wording
Interest expense, net decreased by $1.3 million, or 16.0% to $6.9 million for the three months ended December 26, 2025 compared to $8.2 million for the three months ended December 27, 2024. The decrease is primarily due to decreased interest rates on the Company’s Senior Secured Term Loan Facility.
Previous wording
The Company recognized $0.2 million of other income for the three months ended June 27, 2025 compared to $0.6 million other expense for the three months ended June 28, 2024. This change is due to a $0.2 million gain on assets held for sale.
Current wording
The Company recognized $2.3 million of other income for the three months ended December 26, 2025 compared to $1.1 million other expense for the three months ended December 27, 2024. This change is primarily due to a gain on the sale of Tectron Tube of $2.3 million in the first quarter of fiscal 2026.
Previous wording
The Company’s income tax rate decreased to 16.8% for the nine months ended June 27, 2025, compared to 19.3% for the nine months ended June 28, 2024. The decrease in the current period effective tax rate was driven by the benefit related to solar energy tax credits.
Current wording
The Company’s income tax rate decreased to 3.0% for the three months ended December 26, 2025 compared to 20.9% for the three months ended December 27, 2024. The decrease in the current period effective tax rate was driven by a one-time discrete tax benefit related to tax planning strategies which resulted in deductible tax attributes.
Previous wording
Adjusted EBITDA for the three months ended June 27, 2025 decreased by $101.3 million, or 55.5%, to $81.2 million from $182.6 million for the three months ended June 28, 2024. Adjusted EBITDA margin decreased to 15.6% for the three months ended June 27, 2025 compared to 30.1% for the three months ended June 28, 2024. The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to lower average selling prices.
Current wording
Adjusted EBITDA for the three months ended December 26, 2025 decreased by $37.3 million, or 40.4%, to $55.1 million from $92.4 million for the three months ended December 27, 2024. Adjusted EBITDA margin decreased to 11.7% for the three months ended December 26, 2025 compared to 19.9% for the three months ended December 27, 2024. The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to lower average selling prices and higher input costs.
Previous wording
Net sales decreased by $3.1 million, or 1.4%, for the three months ended June 27, 2025 to $214.0 million compared to $217.0 million for the three months ended June 28, 2024. The decrease is primarily attributed to lower selling prices of $8.3 million partially offset by higher sales volume of $5.9 million.
Current wording
Net sales decreased by $10.5 million, or 5.3%, for the three months ended December 26, 2025 to $186.3 million compared to $196.7 million for the three months ended December 27, 2024. The decrease is primarily attributed to lower sales volume of $8.1 million.
Previous wording
Adjusted EBITDA increased by $0.7 million, or 2.3%, to $30.7 million for the three months ended June 27, 2025 compared to $30.0 million for the three months ended June 28, 2024. Adjusted EBITDA margin increased to 14.4% for the three months ended June 27, 2025 compared to 13.8% for the three months ended June 28, 2024. The increase in Adjusted EBITDA and Adjusted EBITDA margin was largely related to increases associated with our construction business and our cable management and metal framing products in North America.
Current wording
Adjusted EBITDA increased by $14.6 million, or 93.8%, to $30.2 million for the three months ended December 26, 2025 compared to $15.6 million for the three months ended December 27, 2024. Adjusted EBITDA margin increased to 16.2% for the three months ended December 26, 2025 compared to 7.9% for the three months ended December 27, 2024. The increase in Adjusted EBITDA and Adjusted EBITDA margin was largely due to increases associated with improved operational performance and cost control in our mechanical and construction business.
Previous wording
We believe we have sufficient liquidity to support our ongoing operations and to invest in future growth and create value for stockholders. Our cash and cash equivalents were $331.0 million as of June 27, 2025, of which $93.7 million was held at non-U.S. subsidiaries. Those cash balances at foreign subsidiaries may be subject to withholding or local country taxes if the Company’s intention to permanently reinvest such income were to change and cash was repatriated to the United States.
Current wording
We believe we have sufficient liquidity to support our ongoing operations and to invest in future growth and create value for stockholders. Our cash and cash equivalents were $443.8 million as of December 26, 2025, of which $98.2 million was held at non-U.S. subsidiaries. Those cash balances at foreign subsidiaries may be subject to withholding or local country taxes if the Company’s intention to permanently reinvest such income were to change and cash was repatriated to the United States.
Previous wording
During the nine months ended June 27, 2025, the Company was provided $192.4 million cash flow by operating activities compared to $350.0 million during the nine months ended June 28, 2024. The $157.6 million decrease in cash provided was primarily due to decreased operating income of $442.8 million, partially offset by less working capital used of $72.4 million, the non-cash asset impairment charge of $127.7 million in operating income and the impact of taxes of $69.5 million.
Current wording
During the three months ended December 26, 2025, the Company used $55.5 million cash flow in operating activities compared to $74.4 million provided during the three months ended December 27, 2024. The $129.9 million decrease in cash provided was primarily due to decreased operating income of $47.9 million, partially offset by less working capital used of $100.3 million and the impact of taxes of $1.9 million.
Previous wording
During the nine months ended June 27, 2025, the Company used $69.3 million in investing activities compared to $110.7 million during the nine months ended June 28, 2024. The $41.4 million decrease in cash used in investing activities was primarily due to a decrease of $20.2 million in capital expenditures, proceeds from the sale of properties and equipment of $7.1 million, and proceeds from the sale of Northwest Polymers of $6.7 million. Additionally, in fiscal 2024, the Company paid $6.0 million of purchase price payable related to the fiscal 2022 acquisition of Cascade Poly Pipe & Conduit and Northwest Polymers. No additional activity related to acquisitions occurred during the nine months ended June 27, 2025.
Current wording
During the three months ended December 26, 2025, the Company used $6.6 million in investing activities compared to $41.1 million during the three months ended December 27, 2024. The $47.8 million decrease in cash used in investing activities was primarily due to a decrease of $29.5 million in capital expenditures and proceeds from the sale of Tectron Tube of $18.4 million.
Previous wording
During the nine months ended June 27, 2025, the Company used $143.1 million in financing activities compared to $324.6 million used during the nine months ended June 28, 2024. The decrease in cash used in financing activities is primarily due to $181.0 million less cash used to repurchase common stock during the nine months ended June 27, 2025 and $13.0 million less in issuance of common stock, net of shares withheld for tax, partially offset by an increase in dividends paid of $9.8 million.
Current wording
During the three months ended December 26, 2025, the Company was provided $15.3 million in financing activities compared to $67.7 million used during the three months ended December 27, 2024. The decrease in cash used in financing activities is primarily due to $50.0 million less cash used to repurchase common stock during the three months ended December 26, 2025.
Previous wording
•changes in federal, state, local and international governmental regulations and trade policies, including application of tariffs;
Current wording
•changes in federal, state, local and international governmental regulations and trade policies;
Previous wording
•changes in foreign laws and legal systems;
Current wording
•changes in foreign laws and legal systems, including as a result of Brexit;
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
There have been no material changes in our critical accounting policies and estimates since the filing of our Annual Report on Form 10-K.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
The consolidated results of operations for the nine months ended June 27, 2025 and June 28, 2024 were as follows:
Previous report — wording carried elsewhere
Intangible asset amortization expense decreased to $32.0 million for the nine months ended June 27, 2025, compared to $41.9 million for the nine months ended June 28, 2024. The decrease in amortization expense resulted from certain intangibles becoming fully amortized.
Previous report — wording carried elsewhere
•failure to generate cash sufficient to pay dividends;