Atkore Inc.

Previous 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.

Current 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.

Previous wording

Cost of sales increased by $15.3 million, or 3.0%, to $516.6 million for the three months ended March 28, 2025 compared to $501.3 million for the three months ended March 29, 2024. The increase was primarily due to increased sales volume of $22.5 million, increased freight costs of $8.8 million, and a decrease in solar tax credits of $8.2 million partially offset by decreased input costs of $26.8 million.

Current 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.

Previous 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.

Current 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.

Previous 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.

Current 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.

Previous wording

Interest expense, net decreased by $0.1 million, or 0.7% to $8.3 million for the three months ended March 28, 2025 compared to $8.3 million for the three months ended March 29, 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 $1.1 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.

Previous 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.

Current 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.

Previous wording

The Company’s income tax rate increased to 53.0% for the six months ended March 28, 2025, compared to 18.1% for the six 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.

Current wording

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 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.

Current 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.

Previous wording

The consolidated results of operations for the six months ended March 28, 2025 and March 29, 2024 were as follows:

Current wording

The consolidated results of operations for the nine months ended June 27, 2025 and June 28, 2024 were as follows:

Previous wording

Cost of sales decreased by $2.2 million, or 0.2% to $1,007.1 million for the six months ended March 28, 2025 compared to $1,009.3 million for the six months ended March 29, 2024. The decrease in cost of sales was primarily due to lower input costs of $22.7 million and lower sales volume of $3.4 million, partially offset by decreased benefit of solar energy tax credits of $13.2 million and higher freight costs of $13.7 million.

Current wording

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 wording

Selling, general and administrative expenses decreased by $8.7 million, or 4.4%, to $190.5 million for the six months ended March 28, 2025, compared to $199.2 million for the six months ended March 29, 2024. The decrease was primarily due to increased productivity of $8.0 million, decrease in administrative costs due to a divested business of $3.1 million and decreased costs of other general and administrative expenses of $5.8 million, partially offset by increased spending on business improvement initiatives of $7.6 million, higher stock compensation of $3.9 million and higher costs of $0.6 million spread across a variety of other spend categories.

Current wording

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 wording

Intangible asset amortization expense decreased to $21.9 million for the six months ended March 28, 2025, compared to $28.7 million for the six months ended March 29, 2024. The decrease in amortization expense resulted from certain intangibles becoming fully amortized.

Current wording

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 wording

Asset impairment charges increased to $127.7 million for the three months ended March 28, 2025 compared to no asset impairment charges for the three months ended March 29, 2024. The asset impairment charge were related to the impairment of HDPE assets as described in Note 14, “Fair Value Measurements”.

Current wording

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 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.

Current wording

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 wording

Other expense, net increased to $7.6 million for the six months ended March 28, 2025, compared to $0.7 million for the six months ended March 29, 2024. This increase is primarily due to the loss on the sale of Northwest Polymers of $6.1 million.

Current wording

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 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.

Current 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.

Previous 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.

Current wording

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 wording

Net sales decreased by $1.5 million, or 0.4%, to $406.0 million for the six months ended March 28, 2025, compared to $407.5 million for the six months ended March 29, 2024. The decrease is primarily due to decreased average selling prices of $16.5 million, partially offset by higher volumes of $6.9 million, and decreased economic value of solar energy tax credits to be transferred to certain customers of $8.3 million.

Current wording

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 wording

Adjusted EBITDA increased $6.6 million, or 14.7%, to $51.6 million for the six months ended March 28, 2025, compared to $45.0 million for the six months ended March 29, 2024. Adjusted EBITDA margin increased to 12.7% for the six months ended March 28, 2025, compared to 11.1% for the six months ended March 29, 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.

Current wording

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 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.

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 $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.

Previous 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.

Current 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.

Previous 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.

Current 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.

Previous 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.

Current 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.

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 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:

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, 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: