Atkore Inc
For the period ended Sep 30, 2024. Filed Nov 21, 2024.
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FY2024 · Filed Nov 21, 2024
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Item 16. Form 10-K Summary
None.
Exhibit Index
| Exhibit Number | Exhibit Description |
| 3.1 | Third Amended and Restated Certificate of Incorporation of Atkore International Group Inc., incorporated by reference to Exhibit 10.2 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2019. |
| 3.1.1 | Certificate of Amendment of Third Amended and Restated Certificate of Incorporation of Atkore International Group Inc., incorporated by reference to Exhibit 3.1 to Atkore Inc.’s Current Report on Form 8-K filed February 12, 2021. |
| 3.2 | Atkore Fourth Amended and Restated Bylaws (effective November 13 2023) |
| 4.1 | Form of Common Stock Certificate of Atkore International Group Inc., incorporated by reference to Exhibit 4.1 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016. |
| 4.2 | Description of Capital Stock of Atkore International Group Inc., incorporated by reference to Exhibit 4.2 to Atkore International Group Inc.’s Amendment No. 1 on Form 10-K/A, filed on February 4, 2020, to amend Atkore International Group Inc.’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019, initially filed on November 22, 2019. |
| 4.3 | Indenture, dated as of May 26, 2021, by and among Atkore Inc., the subsidiary guarantors and the Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to Atkore Inc.’s Current Report on Form 8-K filed on June 2, 2021. |
| 10.1 | Amended and Restated Credit Agreement, dated as of August 28, 2020, among Atkore International, Inc., the subsidiary borrowers from time to time party thereto, the several banks and other financial institutions from time to time party thereto and Wells Fargo Bank, National Association, as swingline lender, issuing lender, administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.’s Current Report on Form 8-K filed on September 1, 2020. |
| 10.1.1 | Amendment Number One to Credit Agreement, dated as of May 26, 2021, among Atkore International Inc., the subsidiaries of Atkore International Inc., the lenders and other financial institutions party thereto and Wells Fargo Bank, National Association, as swingline lender, issuing lender, administrative agent and collateral agent thereunder, incorporated by reference to Exhibit 10.2 to Atkore Inc.’s Current Report on Form 8-K filed on June 2, 2021. |
| 10.1.2 | Amendment Number Two to Credit Agreement, dated as of March 24, 2023, among Atkore International Inc., the subsidiaries of Atkore International Inc., the lenders and other financial institutions party thereto and Wells Fargo Bank, National Association, as swingline lender, issuing lender, administrative agent and collateral agent. |
| 10.2 | Second Amended and Restated Guarantee and Collateral Agreement, dated as of May 26, 2021, made by Atkore Inc., Atkore International Holdings Inc., Atkore International, Inc. and certain of its subsidiaries from time to time party thereto, in favor of Wells Fargo Bank, National Association, as collateral agent and administrative agent. |
| 10.3 | Amended and Restated Canadian Guarantee and Collateral Agreement, dated as of May 26, 2021, made by Columbia-MBF Inc. and certain Atkore International, Inc. subsidiaries, in favor of Wells Fargo Bank, National Association, as collateral agent and administrative agent. |
| 10.4 | Term Loan Credit Agreement, dated as of May 26, 2021, by and among Atkore Inc., as parent, Atkore International Inc., as borrower, the several lenders party thereto and JPMorgan Chase Bank, N.A, as administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to Atkore Inc.’s Current Report on Form 8-K filed on June 2, 2021. |
| 10.4.1 | Amendment Number One to Term Loan Credit Agreement, dated as of March 15, 2023, by and among Atkore Inc., as parent, Atkore International Inc., as borrower, the several lenders party thereto and JPMorgan Chase Bank, N.A, as administrative agent and collateral agent. |
| 10.5 | Intercreditor Agreement, dated as of May 26, 2021, by and between Wells Fargo Bank, National Association, in its capacity as collateral agent for the ABL secured parties and JPMorgan Chase Bank, N.A., in its capacity as collateral agent for the Term Loan secured parties, together with additional parties from time to time party thereto. |
| 10.6 | Guarantee and Collateral Agreement, dated as of May 26, 2021, made by Atkore Inc., Atkore International Holdings Inc., Atkore International, Inc. and certain subsidiaries of Atkore Inc. from time to time party thereto, in favor of JPMorgan Chase Bank, N.A., as collateral agent and administrative agent. |
| 10.7 | Canadian Guarantee and Collateral Agreement, dated as of May 26, 2021, made by Columbia-MBF Inc. and certain subsidiaries of Atkore Inc., in favor of JPMorgan Chase Bank, N.A., as collateral agent and administrative agent. |
| 10.8† | Severance Policy, dated January 3, 2022 |
| 10.9† | Atkore International Group Inc. Stock Incentive Plan, incorporated by reference to Exhibit 10.15 to AIH’s Registration Statement on Form S-4 filed on June 3, 2011. |
| 10.10† | Form of Employee Stock Option Agreement, incorporated by reference to Exhibit 10.16 to AIH’s Registration Statement on Form S-4 filed on June 3, 2011. |
| 10.11† | Form of Employee Stock Subscription Agreement (Purchased Shares), incorporated by reference to Exhibit 10.17 to AIH’s Registration Statement on Form S-4 filed on June 3, 2011. |
| 10.12† | Form of Director Indemnification Agreement, incorporated by reference to Exhibit 10.25 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016. |
| 10.12.1†* | Schedule of Signatories to a Director Indemnification Agreement. |
| 10.13† | Atkore International Group Inc. Annual Incentive Plan, incorporated by reference to Exhibit 10.26 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016. |
| 10.14† | Atkore International Group Inc. 2020 Omnibus Incentive Plan, incorporated by reference to Annex A to Atkore International Group Inc.’s Definitive Proxy Statement on Schedule 14A filed on December 13, 2019. |
| 10.14.1† | Form of Employee Restricted Stock Unit Agreement under the 2020 Omnibus Incentive Plan. |
| 10.14.2† | Employee Performance Share Agreement under the 2020 Omnibus Incentive Plan. |
| 10.15† | Non-Employee Director Compensation Program of Atkore Inc. |
| 10.16† | Form of Director Restricted Stock Unit Agreement under the 2016 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.30 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016. |
| 10.17† | Form of Employee Stock Option Agreement under the Omnibus Incentive Plan, incorporated by reference to Exhibit 10.3 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, as amended. |
| 10.18† | Form of Employee Restricted Stock Agreement under the Omnibus Incentive Plan, incorporated by reference to Exhibit 10.4 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, as amended. |
| 10.19† | Form of Employee Performance Share Agreement under the Omnibus Incentive Plan, incorporated by reference to Exhibit 10.5 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, as amended. |
| 10.20† | Severance and Retention Policy for Senior Management, effective July 10, 2017, incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. |
| 10.21† | Letter Agreement, dated May 4, 2018, by and among William Waltz, Atkore International Inc. and Atkore International Group Inc., incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q filed on August 7, 2018. |
| 10.22† | Atkore International Group Inc. 2016 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.27 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016. |
| 10.22.1† | Form of Employee Stock Option Agreement under the 2016 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.28.1 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016. |
| 10.22.2† | Form of Employee Restricted Stock Agreement under the 2016 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.28.2 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016. |
| 10.22.3† | Form of Employee Stock Option Agreement under the 2016 Omnibus Incentive Plan. |
| 19.1* | Atkore International Group Inc. Policy on Trading in Securities |
| 19.2* | Atkore International Group Inc. Policy on Trading in Securities for Section 16 and Designated Insiders |
| 21.1* | List of Subsidiaries of Atkore Inc. as of September 30, 2024. |
| 23.1* | Consent of Deloitte & Touche LLP. |
| 31.1* | Certification of Chief Executive Officer of Atkore Inc. pursuant to Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Chief Financial Officer of Atkore Inc. pursuant to Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1†† | Certification of Chief Executive Officer of Atkore Inc. pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2†† | Certification of Chief Financial Officer of Atkore Inc. pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97* | Atkore International Group Inc. Clawback Policy |
| 101.INS* | XBRL Instance Document (formatted as inline XBRL) |
| 101.SCH* | XBRL Taxonomy Extension Schema (formatted as inline XBRL) |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase |
| 101.PRE* | XBRL Extension Presentation Linkbase |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
*Filed herewith.
† Identifies each management contract or compensatory plan or arrangement.
†† Furnished herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ATKORE INC. | |||
| (Registrant) | |||
| Date: | November 20, 2024 | By: | /s/ John M. Deitzer |
|---|---|---|---|
| Vice President and Chief Financial Officer (Principal Financial Officer) | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Date: | November 20, 2024 | By: | /s/ Michael V. Schrock | |
|---|---|---|---|---|
| Name: | Michael V. Schrock | |||
| Title: | Director and Chairman of the Board | |||
| Date: | November 20, 2024 | By: | /s/ William E. Waltz | |
| Name: | William E. Waltz | |||
| Title: | President and Chief Executive Officer, Director (Principal Executive Officer) | |||
| Date: | November 20, 2024 | By: | /s/ John M. Deitzer | |
| Name: | John M. Deitzer | |||
| Title: | Vice President and Chief Financial Officer (Principal Financial Officer) | |||
| Date: | November 20, 2024 | By: | /s/ James W. Alvey | |
| Name: | James W. Alvey | |||
| Title: | Vice President and Chief Accounting Officer (Principal Accounting Officer) | |||
| Date: | November 20, 2024 | By: | /s/ Betty R. Wynn | |
| Name: | Betty R. Wynn | |||
| Title: | Director | |||
| Date: | November 20, 2024 | By: | /s/ Jeri L. Isbell | |
| Name: | Jeri L. Isbell | |||
| Title: | Director | |||
| Date: | November 20, 2024 | By: | /s/ Wilbert W. James Jr. | |
| Name: | Wilbert W. James Jr. | |||
| Title: | Director | |||
| Date: | November 20, 2024 | By: | /s/ Justin A. Kershaw | |
| Name: | Justin A. Kershaw | |||
| Title: | Director | |||
| Date: | November 20, 2024 | By: | /s/ Scott H. Muse | |
| Name: | Scott H. Muse | |||
| Title: | Director | |||
| Date: | November 20, 2024 | By: | /s/ B. Joanne Edwards | |
| Name: | B. Joanne Edwards | |||
| Title: | Director | |||
| Date: | November 20, 2024 | By: | /s/ A. Mark Zeffiro | |
| Name: | A. Mark Zeffiro | |||
| Title: | Director | |||
CONDENSED BALANCE SHEETS
| (in thousands, except share and per share data) | September 30, 2024 | September 30, 2023 |
|---|---|---|
| Assets | ||
| Investment in subsidiary | $1,539,900 | $1,468,119 |
| Total Assets | $1,539,900 | 1,468,119 |
| Liabilities and Equity | ||
| Total Liabilities | $— | $— |
| Equity: | ||
| Common stock, $0.01 par value, 1,000,000,000 shares authorized, 34,859,033 and 37,317,893 shares issued and outstanding, respectively | $350 | $374 |
| Additional paid-in capital | 509,254 | 506,783 |
| Retained earnings | 1,049,390 | 994,902 |
| Accumulated other comprehensive loss | (19,094) | (33,940) |
| Total Equity | 1,539,900 | 1,468,119 |
| Total Liabilities and Equity | $1,539,900 | $1,468,119 |
CONDENSED STATEMENTS OF OPERATIONS
| Fiscal Year Ended | |||
|---|---|---|---|
| (in thousands) | September 30, 2024 | September 30, 2023 | September 30, 2022 |
| Equity in net income of subsidiary | $472,872 | $689,899 | $913,434 |
| Net income | 472,872 | 689,899 | 913,434 |
| Other comprehensive (loss) income of subsidiary, net of tax | 14,846 | 16,206 | (21,420) |
| Comprehensive income | $487,718 | $706,105 | $892,014 |
CONDENSED STATEMENTS OF CASH FLOWS
| For the Year Ended | |||
|---|---|---|---|
| (in thousands) | September 30, 2024 | September 30, 2023 | September 30, 2022 |
| Cash Flows from Operating Activities: | |||
| Net cash provided by operating activities | $— | $— | $— |
| Cash Flows from Investing Activities: | |||
| Distribution received from subsidiary | 433,325 | 491,033 | 500,161 |
| Distribution paid to subsidiary | — | 14,428 | 24,045 |
| Net cash provided by investing activities | 433,325 | 505,461 | 524,206 |
| Cash Flows from Financing Activities: | |||
| Issuance of common stock, net of taxes withheld | (17,824) | (14,428) | (24,045) |
| Dividends paid to shareholders | (34,461) | — | — |
| Repurchase of common shares | (381,040) | (491,033) | (500,161) |
| Net cash used in financing activities | (433,325) | (505,461) | (524,206) |
| Net change in cash and cash equivalents | — | — | — |
| Cash and cash equivalents: | |||
| Beginning | — | — | — |
| Ending | $— | $— | $— |
NOTES TO CONDENSED FINANCIAL INFORMATION
(dollars in thousands)
- Description of Atkore Inc.
Atkore Inc. (the “Company,” “Parent” or “Atkore”) was incorporated in the State of Delaware on November 4, 2010 under the name Atkore International Group Inc. The Company was the stockholder of Atkore International Holdings Inc. (“AIH”), which was the sole stockholder of Atkore International Inc. (“AII”). On December 31, 2022, AIH merged into AII, with AII being the surviving entity. Accordingly, Atkore is now the sole stakeholder of AII. Prior to the transactions described below, all of the capital stock of AII was owned by Tyco International Ltd. (“Tyco”). The business of AII was operated as the Tyco Electrical and Metal Products (“TEMP”) business of Tyco. Atkore was initially formed by Tyco as a holding company to hold ownership of TEMP.
On November 9, 2010, Tyco announced that it had entered into an agreement to sell a majority interest in TEMP to CD&R Allied Holdings, L.P. (the “CD&R Investor”), an affiliate of the private equity firm Clayton Dubilier & Rice, LLC (“CD&R”). On December 22, 2010, the transaction was completed and CD&R acquired shares of a newly created class of cumulative convertible preferred stock (the “Preferred Stock”) of the Company. The Preferred Stock initially represented 51% of the Company's outstanding capital stock (on an as-converted basis). On December 22, 2010, the Company also issued common stock (the “Common Stock”) to Tyco's wholly owned subsidiary, Tyco International Holding S.à.r.l. (“Tyco Seller”), that initially represented the remaining 49% of the Company's outstanding capital stock. Subsequent to December 22, 2010, the Company has operated as an independent, stand-alone entity.
On March 6, 2014, the Company entered into a non-binding letter of intent (the “Letter of Intent”) with Tyco for the acquisition (the “Acquisition”) of 40.3 million shares of Common Stock held by Tyco Seller. On April 9, 2014, the Company paid $250,000 to Tyco Seller to redeem the shares, which were subsequently retired. The Company paid $2,000 of expenses related to the share redemption.
In a separate transaction on the same date, the CD&R Investor converted its Preferred Stock and accumulated Preferred Dividends into Common Stock. As a result, Common Stock is the Company's sole issued and outstanding class of securities.
The Parent has no significant operations or assets other than its indirect ownership of the equity of AII. Accordingly, the Parent is dependent upon distributions from AII to fund its obligations. However, under the terms of the agreements governing AII's borrowings, AII's ability to pay dividends or lend to Atkore Holding or the Parent, is restricted. While certain exceptions to the paying dividends or lending funds restrictions exist, these restrictions have resulted in the restricted net assets (as defined in Rule 4-08(e)(3) of Regulation S-X) of the Company's subsidiaries exceeding 25% of the consolidated net assets of the Company and its subsidiaries. Atkore Holding has no obligations to pay dividends to the Parent except to pay specified amounts to Parent in order to fund the payment of the Parent's tax obligations.
- Basis of Presentation
The accompanying condensed Parent only financial statements are required in accordance with Rule 4-08(e)(3) of Regulation S-X. The financial statements include the amounts of the Parent and its investment in its subsidiaries under the equity method and does not present the financial statements of the Parent and its subsidiaries on a consolidated basis. Under the equity method, investment in its subsidiaries is stated at cost plus contributions and equity in undistributed income (loss) of subsidiary less distributions received since the date of acquisition. These condensed Parent only financial statements should be read in conjunction with the Atkore Inc. consolidated financial statements and their accompanying notes.
- Dividends and Distributions from Subsidiaries
The Company received distributions of $433,325, $491,033, and $500,161 from its subsidiaries for the years ended September 30, 2024, September 30, 2023 and September 30, 2022, respectively. The distributions received in fiscal 2024, 2023 and 2022 were used to repurchase shares of the Company's common stock and pay dividends to stockholders. These dividends were permissible under an exception to the net asset restrictions of the agreements governing AII's borrowings, which allow for dividend payments from AII to the Parent for the purpose of repurchasing shares of Parent's common stock.
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
| (in thousands) | Balance at Beginning of Year | Additional (Charges)/Benefit to Income | Write offs and Other | Balance at End of Year |
|---|---|---|---|---|
| Accounts Receivable Allowance for Current and Expected Credit Losses: | ||||
| For the fiscal year ended: | ||||
| 2024 | $(5,179) | (2,034) | 891 | $(6,322) |
| 2023 | $(2,544) | (770) | (1,865) | $(5,179) |
| 2022 | $(2,510) | (1,276) | 1,242 | $(2,544) |
| Deferred Tax Valuation Allowance: | ||||
| For the fiscal year ended: | ||||
| 2024 | $(19,079) | (591) | (847) | $(20,517) |
| 2023 | $(13,415) | (44) | (5,620) | $(19,079) |
| 2022 | $(11,523) | (5,265) | 3,373 | $(13,415) |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.