Atkore Inc

Previous wording

Recent events, including central bank interest rate increases, inflation, and conflicts in Ukraine and the Middle East are creating additional uncertainty in the global economy, generally, and in the markets we operate in. The aforementioned conflicts and other factors have had and will continue to have adverse effects on global supply chains, which may impact some aspects of our business. Furthermore, we are mindful of the effects that adverse weather can have on our domestic supply chain.

Current wording

Recent events, including the imposition of tariffs and other changes in international trade policy, central bank interest rate adjustments, inflation, and conflicts in Ukraine and the Middle East are creating additional uncertainty in the global economy, generally, and in the markets we operate in. The aforementioned conflicts and other factors have had and will continue to have adverse effects on global supply chains, which may impact some aspects of our business. Furthermore, we are mindful of the effects that adverse weather can have on our domestic supply chain.

Previous wording

Net sales decreased by $136.9 million or 17.1% to $661.6 million for the three months ended December 27, 2024, compared to $798.5 million for the three months ended December 29, 2023. The decrease in net sales is primarily attributed to decreased average selling prices across the Company’s products of $96.2 million and decreased sales volume of $43.8 million.

Current wording

Net sales decreased by $91.2 million, or 11.5%, to $701.7 million for the three months ended March 28, 2025, compared to $792.9 million for the three months ended March 29, 2024. The decrease in net sales is primarily attributed to decreased average selling prices across the Company’s products of $131.4 million and partially offset by increased sales volume of $38.9 million.

Previous wording

Selling, general and administrative expenses decreased by $9.2 million, or 9.1%, to $91.5 million for the three months ended December 27, 2024 compared to $100.6 million for the three months ended December 29, 2023. The decrease was primarily due to lower medical and insurance expense of $6.6 million, lower commissions of $2.9 million, lower costs across other expense categories of $2.3 million and impacts of foreign exchange rates of $1.7 million, partially offset by increased investments in people and software of $3.2 million and increased stock compensation expense of $1.1 million.

Current wording

Selling, general and administrative expenses increased by $0.5 million, or 0.5%, to $99.0 million for the three months ended March 28, 2025 compared to $98.5 million for the three months ended March 29, 2024. The increase was primarily due to increased investments in people and software of $4.4 million partially offset by decreases in productivity of $3.2 million and other expense categories of $0.7 million.

Previous wording

Intangible asset amortization expense decreased to $11.7 million for the three months ended December 27, 2024 compared to $14.5 million for the three months ended December 29, 2023. The decrease in amortization expense resulted from certain intangibles becoming fully amortized.

Current wording

Intangible asset amortization expense decreased to $10.2 million for the three months ended March 28, 2025 compared to $14.2 million for the three months ended March 29, 2024. The decrease in amortization expense resulted from certain intangibles becoming fully amortized.

Previous wording

Other expense, net increased to $1.1 million for the three months ended December 27, 2024 compared to $12.2 thousand other expense for the three months ended December 29, 2023. This increase is primarily due to increased foreign exchange losses of $1.0 million on intercompany loans.

Current wording

Other expense, net increased to $6.4 million for the three months ended March 28, 2025 compared to $0.7 million other expense for the three months ended March 29, 2024. This increase is primarily due to the loss on the sale of Northwest Polymers of $6.1 million.

Previous wording

The Company’s income tax rate increased to 20.9% for the three months ended December 27, 2024 compared to 17.5% for the three months ended December 29, 2023. The increase in the current period effective tax rate was driven by a decrease in the excess tax benefit associated with stock compensation.

Current wording

The Company’s income tax rate increased to 24.7% for the three months ended March 28, 2025 compared to 18.7% for the three months ended March 29, 2024. The increase in the current period effective tax rate was driven by the discrete tax impact of the deductible impairment of the HDPE long-lived assets.

Previous wording

Both segments use Adjusted EBITDA as the primary measure of profit and loss. Segment Adjusted EBITDA is income (loss) before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, interest expense, net, stock-based compensation, loss on extinguishment of debt, certain legal matters, and other items, such as inventory reserves and adjustments, (gain) loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax positions, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, gain on purchase of business, loss on assets held for sale, restructuring costs and transaction costs. We define segment Adjusted EBITDA margin as segment Adjusted EBITDA as a percentage of segment Net sales.

Current wording

Both segments use Adjusted EBITDA as the primary measure of profit and loss. Segment Adjusted EBITDA is income (loss) before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, interest expense, net, stock-based compensation, loss on extinguishment of debt, gains and losses on the divestiture of a business, asset impairment charges, certain legal matters, and other items, such as inventory reserves and adjustments, (gain) loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax positions, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, gain on purchase of business, loss on assets held for sale, restructuring costs and transaction costs. We define segment Adjusted EBITDA margin as segment Adjusted EBITDA as a percentage of segment Net sales.

Previous wording

Adjusted EBITDA decreased by $3.9 million, or 20.2%, to $15.6 million for the three months ended December 27, 2024 compared to $19.5 million for the three months ended December 29, 2023. Adjusted EBITDA margin decreased to 7.9% for the three months ended December 27, 2024 compared to 9.5% for the three months ended December 29, 2023. The decrease in Adjusted EBITDA and Adjusted EBITDA margin were largely due to lower sales volume.

Current wording

Adjusted EBITDA for the three months ended March 28, 2025 decreased by $104.8 million, or 53.5%, to $90.9 million from $195.8 million for the three months ended March 29, 2024. Adjusted EBITDA margin decreased to 18.5% for the three months ended March 28, 2025 compared to 33.1% for the three months ended March 29, 2024. The decrease in Adjusted EBITDA and Adjusted EBITDA margin were largely due to lower average selling prices.

Previous wording

Interest expense, net increased by $0.4 million, or 5.3% to $8.2 million for the three months ended December 27, 2024 compared to $7.8 million for the three months ended December 29, 2023. The increase is primarily due to increased interest rates on the Company’s Senior Secured Term Loan Facility.

Current wording

Interest expense, net, increased by $0.4 million, or 2.2%, to $16.5 million for the six months ended March 28, 2025, compared to $16.1 million for the six months ended March 29, 2024. The increase is primarily due to increased interest rates on the Company’s Senior Secured Term Loan Facility.

Previous wording

Adjusted EBITDA for the three months ended December 27, 2024 decreased by $112.0 million, or 54.8%, to $92.4 million from $204.4 million for the three months ended December 29, 2023. Adjusted EBITDA margin decreased to 19.9% for the three months ended December 27, 2024 compared to 34.4% for the three months ended December 29, 2023. The decreases in Adjusted EBITDA and Adjusted EBITDA margin were largely due to the decreases in average selling prices and sales volume.

Current wording

Adjusted EBITDA for the six months ended March 28, 2025 decreased by $216.8 million, or 54.2%, to $183.3 million from $400.1 million for the six months ended March 29, 2024. Adjusted EBITDA margin decreased to 19.1% for the six months ended March 28, 2025, compared to 33.8% for the six months ended March 29, 2024. The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to the decrease in average selling prices.

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 $310.4 million as of December 27, 2024, of which $96.3 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 $330.4 million as of March 28, 2025, of which $82.1 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

The amount of debt, if any, that may be repurchased or refinanced will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants and other considerations.

Current wording

We may from time to time repurchase our debt or take other steps to reduce our debt. These actions may include open market repurchases, negotiated repurchases or opportunistic refinancing of debt. The amount of debt, if any, that may be repurchased or refinanced will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants and other considerations.

Previous wording

During the three months ended December 27, 2024, the Company was provided $74.4 million by operating activities compared to $158.1 million during the three months ended December 29, 2023. The $83.7 million decrease in cash provided was primarily due to decreased operating income of $109.1 million partially offset by less working capital used of $10.2 million and the impact of taxes of $12.8 million.

Current wording

During the six months ended March 28, 2025, the Company was provided $160.9 million cash flow by operating activities compared to $245.3 million during the six months ended March 29, 2024. The $84.4 million decrease in cash provided was primarily due to decreased operating income of $345.3 million partially offset by less working capital used of $68.5 million, the non-cash asset impairment charge of $127.7 million in operating income and the impact of taxes of $56.8 million.

Previous wording

During the three months ended December 27, 2024, the Company used $41.1 million in investing activities compared to $50.3 million during the three months ended December 29, 2023. The $9.2 million decrease in cash used in investing activities was primarily due to a decrease of $3.0 million in capital expenditures and proceeds from the sale of equipment of $0.1 million. Additionally, in fiscal 2024, the Company paid $6.0 million of purchase price payable related to the fiscal 2022 acquisition of Cascade Pipe and Poly & Conduit and Northwest Polymers. No additional activity related to acquisitions occurred during the three months ended December 27, 2024.

Current wording

During the six months ended March 28, 2025, the Company used $48.0 million in investing activities compared to $79.0 million during the six months ended March 29, 2024. The $30.9 million decrease in cash used in investing activities was primarily due to a decrease of $9.9 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 six months ended March 28, 2025.

Previous wording

During the three months ended December 27, 2024, the Company used $67.7 million in financing activities compared to $118.2 million used during the three months ended December 29, 2023. The decrease in cash used in financing activities is primarily due to $46.4 million less cash used to repurchase common stock during the three months ended December 27, 2024 and $15.4 million less in issuance of common stock, net of shares withheld for tax partially offset by an increase in dividends paid of $11.1 million.

Current wording

During the six months ended March 28, 2025, the Company used $129.2 million in financing activities compared to $187.5 million used during the six months ended March 29, 2024. The decrease in cash used in financing activities is primarily due to $56.0 million less cash used to repurchase common stock during the six months ended March 28, 2025 and $13.1 million less in issuance of common stock, net of shares withheld for tax, partially offset by an increase in dividends paid of $10.3 million.

Previous wording

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 Quarterly Report. 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 Quarterly Report, 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 disclosed in the Company’s filings with the U.S. Securities and Exchange Commission, including but not limited to the Company’s most recent Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K, 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:

Current wording

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 Quarterly Report. 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 Quarterly Report, 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 disclosed in the Company’s filings with the SEC, including but not limited to the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, 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:

Previous wording

•changes in federal, state, local and international governmental regulations and trade policies;

Current wording

•changes in federal, state, local and international governmental regulations and trade policies, including application of tariffs;

Previous wording

•changes in foreign laws and legal systems, including as a result of Brexit;

Current wording

•changes in foreign laws and legal systems;