What changed in this filing

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Item 1. Financial Statements

2020-08-04 compared with 2020-05-05 · 228 added, 253 removed, 469 unchanged (51% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended

Six months ended

(in thousands, except per share data)

March 27, 2020

March 29, 2019

March 27, 2020

March 29, 2019

Three months ended Nine months ended

(in thousands, except per share data) Note June 26, 2020 June 28, 2019 June 26, 2020 June 28, 2019

Net sales $ 384,899 $ 493,491 $ 1,288,001 $ 1,414,828

Cost of sales 289,086 367,357 943,741 1,061,350

Gross profit 95,813 126,134 344,260 353,478

Selling, general and administrative 46,159 59,049 164,734 171,778

5 unchanged sentences

Income tax expense 8 8,672 11,106 29,112 29,513

Net income $ 24,078 $ 36,550 $ 98,061 $ 93,054

Net income per share

Basic 9 $ 0.50 $ 0.77 $ 2.03 $ 1.95

Diluted 9 $ 0.49 $ 0.75 $ 1.99 $ 1.90

See Notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended

Six months ended

(in thousands)

March 27, 2020

March 29, 2019

March 27, 2020

March 29, 2019

Three months ended Nine months ended

(in thousands) Note June 26, 2020 June 28, 2019 June 26, 2020 June 28, 2019

Net income $ 24,078 $ 36,550 $ 98,061 $ 93,054

Other comprehensive (loss) income, net of tax:

6 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

March 27, 2020

September 30, 2019

(in thousands, except share and per share data) Note June 26, 2020 September 30, 2019

Current Assets:

1 unchanged sentence

Accounts receivable, less allowance for doubtful accounts of $ 4,321 and $ 2,608 , respectively

268,354 315,353

Inventories, net 11 201,933 226,090

3 unchanged sentences

Intangible assets, net 13 261,876 285,684

Goodwill 13 186,609 186,231

Right-of-use assets, net 2 38,682 —

1 unchanged sentence

Other long-term assets 5,307 4,263

Total Assets $ 1,491,777 $ 1,436,995

Liabilities and Equity

16 unchanged sentences

Treasury stock, held at cost, 260,900 and 260,900 shares, respectively

( 2,580 ) ( 2,580 )

Additional paid-in capital 484,613 477,139

1 unchanged sentence

Accumulated other comprehensive loss 10 ( 39,917 ) ( 41,698 )

Total Equity 324,195 232,936

Total Liabilities and Equity $ 1,491,777 $ 1,436,995

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended

(in thousands)

March 27, 2020

March 29, 2019

Nine months ended

(in thousands) Note June 26, 2020 June 28, 2019

Operating activities:

Net income $ 98,061 $ 93,054

Adjustments to reconcile net income to net cash provided by operating activities:

7 unchanged sentences

Accounts receivable 44,809 ( 4,190 )

Inventories 22,129 5,032

Accounts payable ( 45,699 ) ( 11,218 )

Other, net ( 48,581 ) ( 31,235 )

Net cash provided by operating activities 156,019 120,179

1 unchanged sentence

Capital expenditures ( 25,590 ) ( 21,611 )

Insurance proceeds for properties and equipment 789 —

Acquisition of businesses, net of cash acquired 4 — ( 83,385 )

Other, net 45 ( 194 )

Net cash used in investing activities ( 24,756 ) ( 105,190 )

5 unchanged sentences

Repurchase of common stock ( 15,011 ) ( 24,419 )

Other, net ( 85 ) ( 105 )

Net cash used for financing activities ( 16,917 ) ( 40,272 )

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

Treasury Stock

Additional Paid-in Capital

Accumulated Deficit

Accumulated Other Comprehensive Income (Loss)

(in thousands)

Common Stock Treasury Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Equity

(in thousands) Shares Amount Amount

Balance as of September 30, 2018 47,080 $ 472 ( 2,580 ) $ 457,978 $ ( 317,373 ) $ ( 16,438 ) $ 122,059

Other comprehensive income

Net income — — — — 26,949 — 26,949

Other comprehensive loss — — — — — ( 2,721 ) ( 2,721 )

Stock-based compensation — — — 2,982 — — 2,982

2 unchanged sentences

Balance as of December 28, 2018 45,981 461 ( 2,580 ) 460,264 ( 314,831 ) ( 19,159 ) 124,155

Net income — — — — 29,555 — 29,555

Other comprehensive income — — — — — 967 967

2 unchanged sentences

Issuance of common stock 235 2 — 1,984 — 1,986

Repurchase of common stock — — — — — — —

Balance as of March 30, 2019 46,216 463 ( 2,580 ) 464,082 ( 282,943 ) ( 20,525 ) 158,497

Treasury Stock

Additional Paid-in Capital

Accumulated Deficit

Accumulated Other Comprehensive Income (Loss)

(in thousands)

Balance as of September 30, 2019

Net income — — — — 36,550 — 36,550

Other comprehensive loss — — — — — ( 590 ) ( 590 )

Stock-based compensation — — — 4,120 — — 4,120

Issuance of common stock 460 5 — 3,936 — — 3,941

Balance as of June 28, 2019 46,676 468 ( 2,580 ) 472,138 ( 246,393 ) ( 21,115 ) 202,518

(1) Due to the adoption of ASU 2018-02.

Common Stock Treasury Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Equity

(in thousands) Shares Amount Amount

Balance as of September 30, 2019 46,955 $ 471 $ ( 2,580 ) $ 477,139 $ ( 200,396 ) $ ( 41,698 ) $ 232,936

Net income — — — — 34,790 — 34,790

Other comprehensive income — — — — — 5,316 5,316

ASU 2016-02 modified retrospective adoption (1) — — — — ( 1,053 ) — ( 1,053 )

2 unchanged sentences

Balance as of December 27, 2019 47,479 476 ( 2,580 ) 477,276 ( 166,659 ) ( 36,382 ) 272,131

Net income — — — — 39,193 — 39,193

Other comprehensive loss — — — — — ( 6,003 ) ( 6,003 )

3 unchanged sentences

Balance as of March 27, 2020 47,176 473 ( 2,580 ) 482,399 ( 142,473 ) ( 42,385 ) 295,434

Net income — — — — 24,078 — 24,078

Other comprehensive income — — — — — 2,468 2,468

Stock-based compensation — — — 1,656 — — 1,656

Issuance of common stock — 1 — 558 — — 559

Balance as of June 26, 2020 47,176 474 ( 2,580 ) 484,613 ( 118,395 ) ( 39,917 ) 324,195

(1) Due to the adoption of ASU 2016-02.

29 unchanged sentences

Adoption dates are on the first day of the fiscal year indicated below, unless otherwise specified.

Description of ASU

Impact to Atkore

Adoption Date

2016-02 Leases (Topic 842)

The Accounting Standards Update ("ASU") requires companies to use a "right of use" lease model that assumes that each lease creates an asset (the lessee's right to use the leased asset) and a liability (the future rent payment obligations), which should be reflected on a lessee's balance sheet to fairly represent the lease transaction and the lessee's related financial obligations with terms of more than 12 months.

ASU Description of ASU Impact to Atkore Note Adoption Date

2016-02 Leases (Topic 842) The Accounting Standards Update ("ASU") requires companies to use a "right of use" lease model that assumes that each lease creates an asset (the lessee's right to use the leased asset) and a liability (the future rent payment obligations), which should be reflected on a lessee's balance sheet to fairly represent the lease transaction and the lessee's related financial obligations with terms of more than 12 months.

The Company adopted the guidance in the first quarter of 2020 using the modified retrospective method.

2 unchanged sentences

Effective dates are on the first day of the fiscal year indicated below, unless otherwise specified.

Description of ASU

Impact to Atkore

Effective Date

2016-13 Financial Instruments - Credit Losses (Topic 326)

The ASU adds to U.S.

GAAP an impairment model (known as the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses.

ASU Description of ASU Impact to Atkore Effective Date

2016-13 Financial Instruments - Credit Losses (Topic 326) The ASU adds to GAAP an impairment model (known as the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses.

Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses.

Under evaluation.

2018-14 Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans

The ASU amends Accounting Standards Codification ("ASC") 715 to add, remove and clarify disclosure requirements related to defined benefit pension and other postretirement plans.

Based on procedures performed to date, the Company does not anticipate the adoption of this ASU to be material to the financial statements.

2018-14 Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans The ASU amends Accounting Standards Codification ("ASC") 715 to add, remove and clarify disclosure requirements related to defined benefit pension and other postretirement plans.

Under evaluation.

2019-12 Income Tax

The ASU amends ASC 740 to simplify the accounting for various topics related to income taxes.

Based on procedures performed to date, the Company does not anticipate the adoption of this ASU to be material to the financial statements.

The Company will be required to add a narrative description of the reasons for significant gains and losses affecting the benefit obligation for the period and will no longer be required to disclose the amounts in accumulated other comprehensive income expected to be recognized as part of net periodic benefit cost over the next year.

2019-12 Income Tax The ASU amends ASC 740 to simplify the accounting for various topics related to income taxes.

Under evaluation.

2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (issued March 12, 2020)

The ASU addresses constituents’ concerns about certain accounting consequences that could result from the global markets’ anticipated transition away from the use of the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates.

Based on procedures performed to date, the Company does not anticipate the adoption of this ASU to be material to the financial statements.

2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (issued March 12, 2020) The ASU addresses constituents’ concerns about certain accounting consequences that could result from the global markets’ anticipated transition away from the use of the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates.

Under evaluation.

On October 1, 2019, we adopted ASC Topic 842 using the modified retrospective transition method.

On October 1, 2019, we adopted Topic 842 using the modified retrospective transition method.

Topic 842 requires the recognition of lease assets and liabilities for operating leases, in addition to the finance lease assets and liabilities previously recorded on our condensed consolidated balance sheets.

4 unchanged sentences

The Company recorded a cumulative effect adjustment of $ 1,053 to accumulated deficit, net of tax, as a result of the adoption.

The Company elected the package of practical expedients permitted under the transition guidance within Topic 842, which allowed us to carry forward prior conclusions about lease identification, classification and initial direct costs for leases

entered into prior to adoption of Topic 842.

Additionally, for leases with a term of 12 months or less, the Company elected the short-term lease exemption, which allowed us to not recognize right-of-use assets ("ROU") or lease liabilities for qualifying leases existing at transition and new leases we may enter into in the future.

20 unchanged sentences

The Company’s leasing portfolio does not contain any material restrictive covenants.

(in thousands)

March 27, 2020

(in thousands) June 26, 2020

Operating lease assets $ 37,068

12 unchanged sentences

Total lease obligations $ 39,478

The following table summarizes lease costs by type of cost for the three months ended March 27, 2020 .

The following table summarizes lease costs by type of cost for the three months ended June 26, 2020.

In the condensed consolidated statements of operations, cost of sales and selling, general and administrative expenses included lease costs of $ 4,464 and $ 349 , respectively.

(in thousands)

Three months ended March 27, 2020

Condensed Consolidated Statement of Operations Classification

(in thousands) Three months ended June 26, 2020

Condensed Consolidated Statement of Operations Classification Total

Amortization of right-of-use assets $ 3,611

3 unchanged sentences

Total lease costs $ 4,813

The following table summarizes lease costs by type of cost for the six months ended March 27, 2020 .

The following table summarizes lease costs by type of cost for the nine months ended June 26, 2020.

In the condensed consolidated statements of operations, cost of sales and selling, general and administrative expenses included lease costs of $ 10,414 and $ 2,474 , respectively.

(in thousands)

Six months ended March 27, 2020

Condensed Consolidated Statement of Operations Classification

(in thousands) Nine months ended June 26, 2020

Condensed Consolidated Statement of Operations Classification Total

Amortization of right-of-use assets $ 10,995

4 unchanged sentences

Maturity of Lease Liabilities

The Company's maturity analysis of its lease liabilities as of March 27, 2020 is as follows:

(in thousands)

Financing Leases

Operating Leases

The Company's maturity analysis of its lease liabilities as of June 26, 2020 is as follows:

(in thousands) Financing Leases Operating Leases

2020 $ 105 $ 3,449

2021 400 11,785

2022 385 8,817

2023 314 6,769

2024 69 5,624

2025 and after — 6,760

Total lease payments $ 1,273 $ 43,204

Interest ( 16 ) ( 4,983 )

Present value of lease liabilities $ 1,257 $ 38,221

The following represents the Company's future minimum rental payments at September 30, 2019 for agreements classified as operating leases under ASC 840 with non-cancelable terms in excess of one year:

2020 $ 13,526

2025 and thereafter 6,938

Total $ 52,181

Lease Term and Discount Rate

March 27, 2020

June 26, 2020

Weighted-average remaining lease term (years)

5 unchanged sentences

Other Information

(in thousands)

Six months ended March 27, 2020

(in thousands) Nine months ended June 26, 2020

Cash paid for amounts included in the measurement of lease liabilities

34 unchanged sentences

The following table summarizes the Level 3 fair values assigned to the net assets acquired and liabilities assumed as of the acquisition date for fiscal 2019:

(in thousands)

(in thousands) Vergokan Other Total

Fair value of consideration transferred:

3 unchanged sentences

Fair value of assets acquired and liabilities assumed:

Cash 829 1,541 2,370

Accounts receivable 8,761 8,217 16,978

Inventories 11,434 7,494 18,928

Intangible assets 12,621 16,400 29,021

Fixed assets 32,490 19,298 51,788

Accounts payable ( 18,716 ) ( 7,608 ) ( 26,324 )

Gain on purchase of business — ( 7,384 ) ( 7,384 )

Other 1,680 ( 3,412 ) ( 1,732 )

Net assets acquired 49,099 34,546 83,645

1 unchanged sentence

The following table summarizes the fair value of intangible assets as of the acquisition date:

($ in thousands)

Weighted Average Useful Life (Years)

Vergokan Other

($ in thousands) Fair Value Weighted Average Useful Life (Years) Fair Value Weighted Average Useful Life (Years)

Customer relationships $ 10,535 12.0 $ 15,400 10.0

Other 2,086 9.0 1,000 9.0

Total intangible assets $ 12,621 $ 16,400

The purchase price allocation, intangible asset values and related estimates of useful lives for all 2019 acquisitions have been finalized as of December 27, 2019.

The purchase price allocation, intangible asset values and related estimates of useful lives for all 2019 acquisitions were finalized as of December 27, 2019.

POSTRETIREMENT BENEFITS

2 unchanged sentences

The net periodic benefit credit was as follows:

Three months ended

Six months ended

(in thousands)

March 27, 2020

March 29, 2019

March 27, 2020

March 29, 2019

Three months ended Nine months ended

(in thousands) Note June 26, 2020 June 28, 2019 June 26, 2020 June 28, 2019

Interest cost $ 935 $ 1,166 $ 2,805 $ 3,498

4 unchanged sentences

The liability for restructuring reserves is included within other current liabilities in the Company's condensed consolidated balance sheets as follows:

Electrical Raceway

Other/Corporate

(in thousands)

Severance (a)

Electrical Raceway MP&S Other/Corporate

(in thousands) Severance (a) Other (b) Severance (a) Other Severance

Balance as of September 30, 2018 $ 212 $ 310 $ — $ 29 $ — $ 551

Charges 1,047 2,544 213 — — 3,804

Utilization ( 867 ) ( 2,854 ) ( 68 ) ( 29 ) — ( 3,818 )

Balance as of September 30, 2019 392 — 145 — — 537

Charges 1,207 1,666 398 — 68 3,339

Utilization ( 821 ) ( 1,666 ) ( 388 ) — ( 36 ) ( 2,911 )

Exchange rate effects 9 — — — 9

Balance as of March 27, 2020

(a) Charges for the three and six months ended March 27, 2020 include a $ 1,570 charge for a reduction in force implemented as part of adjusting to the macroeconomic impacts related to the outbreak of the novel coronavirus (COVID-19).

Balance as of June 26, 2020 $ 787 $ — $ 155 $ — $ 32 $ 974

(a) Charges for the three and nine months ended June 26, 2020 include $ 91 and $ 1,673 , respectively in charges for a reduction in force implemented as part of adjusting to the macroeconomic impacts related to the outbreak of the novel coronavirus (COVID-19).

(b) Primarily related to Atkore's commitment to close certain facilities as part of its continuing effort to realign its strategic focus.

The Company recorded other restructuring charges to close facilities of $ 1,283 and $ 1,834 for the six months ended March 27, 2020 and March 29, 2019 , respectively, and for the three months ended March 27, 2020 and March 29, 2019 the company recorded $ 1,075 and $ 759 respectively.

The Company expects to utilize all restructuring accruals as of March 27, 2020 within the next twelve months.

The Company recorded other restructuring charges to close facilities of $ 1,666 and $ 2,473 for the nine months ended June 26, 2020 and June 28, 2019, respectively, and for the three months ended June 26, 2020 and June 28, 2019 the company recorded $ 383 and $ 638 respectively.

The Company expects to utilize all restructuring accruals as of June 26, 2020 within the next twelve months.

The net restructuring charges included as a component of selling, general and administrative expenses in the Company's condensed consolidated statements of operations were as follows:

Three months ended

Six months ended

(in thousands)

March 27, 2020

March 29, 2019

March 27, 2020

March 29, 2019

Three months ended Nine months ended

(in thousands) June 26, 2020 June 28, 2019 June 26, 2020 June 28, 2019

Total restructuring charges, net $ 474 $ 709 $ 3,339 $ 3,181

1 unchanged sentence

Other income, net consisted of the following:

Three months ended

Six months ended

(in thousands)

March 27, 2020

March 29, 2019

March 27, 2020

March 29, 2019

Three months ended Nine months ended

(in thousands) June 26, 2020 June 28, 2019 June 26, 2020 June 28, 2019

Undesignated foreign currency derivative instruments $ ( 569 ) $ ( 2,095 ) $ ( 1,112 ) $ ( 3,562 )

1 unchanged sentence

Pension-related benefits ( 426 ) ( 402 ) ( 1,278 ) ( 1,206 )

Other — ( 91 ) — ( 77 )

Other income, net $ ( 543 ) $ ( 1,228 ) $ ( 2,462 ) $ ( 3,422 )

2 unchanged sentences

The CARES Act, among other things, includes provisions related to refundable payroll tax credits, deferment of the employer portion of social security payments, net operating loss carryback periods, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property.

While we are still assessing the impact of the legislation, we do not expect there to be a material impact to our consolidated financial statements at this time.

For the three months ended March 27, 2020 and March 29, 2019 , the Company's effective tax rate attributable to income before income taxes was 25.1 % and 25.8 % , respectively.

For the three months ended March 27, 2020 and March 29, 2019 , the Company's income tax expense was $ 13,100 and $ 10,253 respectively.

The decrease in the current period effective tax rate was primarily due to an increase in the excess tax benefit associated with stock compensation .

For the six months ended March 27, 2020 and March 29, 2019 , the Company's effective tax rate attributable to income before income taxes was 21.6 % and 24.6 % , respectively.

For the six months ended March 27, 2020 and March 29, 2019 , the Company's income tax expense was $ 20,440 and $ 18,407 respectively.

The decrease in the current period effective tax rate was primarily due to an increase in the excess tax benefit associated with stock compensation .

At this time, we do not expect there to be a material impact to our condensed consolidated financial statements as a result of this legislation.

For the three months ended June 26, 2020 and June 28, 2019, the Company's effective tax rate attributable to income before income taxes was 26.5 % and 23.3 %, respectively.

For the three months ended June 26, 2020 and June 28, 2019, the Company's income tax expense was $ 8,672 and $ 11,106 respectively.

The increase in the current period effective tax rate was primarily due to an increase in losses incurred by our foreign jurisdictions for which we are not able to realize the related tax benefit.

For the nine months ended June 26, 2020 and June 28, 2019, the Company's effective tax rate attributable to income before income taxes was 22.9 % and 24.1 %, respectively.

For the nine months ended June 26, 2020 and June 28, 2019, the Company's income tax expense was $ 29,112 and $ 29,513 respectively.

The decrease in the current period effective tax rate was primarily due to an increase in the excess tax benefit associated with stock compensation, partially offset by the increase in losses incurred by our foreign jurisdictions for which we are not able to realize the related tax benefit.

A valuation allowance has been recorded against certain net operating losses in certain foreign jurisdictions.

4 unchanged sentences

We record interest and penalties related to unrecognized tax benefits as a component of income tax expense.

During the six months ended March 27, 2020, the balance of unrecognized tax benefits decreased by $ 108 upon the resolution of a state audit item.

For the six months ended March 27, 2020, the Company made no additional provision for U.S.

During the nine months ended June 26, 2020, the balance of unrecognized tax benefits decreased by $ 108 upon the resolution of a state audit item.

For the nine months ended June 26, 2020, the Company made no additional provision for U.S.

income taxes for unrecognized deferred tax liabilities for temporary differences related to basis differences in investments in subsidiaries, as the investments are essentially permanent in duration.

3 unchanged sentences

The Company's participating securities consist of share-based payment awards that contain a non-forfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common stockholders.

Basic earnings per common share excludes dilution and is calculated by dividing the net earnings allocable to common stock by the weighted-average number of common stock outstanding for the period.

Basic earnings per common share excludes dilution and is calculated by dividing the net earnings allocated to common stock by the weighted-average number of common stock outstanding for the period.

Diluted earnings per common share is calculated by dividing net earnings allocated to common stock by the weighted-average number of shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating share-based awards.

The following table sets forth the computation of basic and diluted earnings per share:

Three months ended

Six months ended

(in thousands, except per share data)

March 27, 2020

March 29, 2019

March 27, 2020

March 29, 2019

Three months ended Nine months ended

(in thousands, except per share data) June 26, 2020 June 28, 2019 June 26, 2020 June 28, 2019

Net income $ 24,078 $ 36,550 $ 98,061 $ 93,054

Undistributed earnings allocated to participating securities 519 996 2,221 2,499

3 unchanged sentences

Non-participating employee stock options (1)

612 1,171 842 1,254

Diluted weighted average common shares outstanding 47,819 47,557 48,089 47,735

1 unchanged sentence

Diluted earnings per share $ 0.49 $ 0.75 $ 1.99 $ 1.90

(1) Stock options to purchase approximately 0.3 million and 0.4 million shares of common stock were outstanding during the three months ended March 27, 2020 and March 29, 2019, respectively, but were not included in the calculation of diluted earnings per share as the impact of these options would have been anti-dilutive.

Stock options to purchase approximately 0.1 million and 0.5 million shares of common stock were outstanding during the six months ended March 27, 2020 and March 29, 2019, respectively, but were not included in the calculation of diluted earnings per share as the impact of these options would have been anti-dilutive.

(1) Stock options to purchase approximately 0.3 million and 0.3 million shares of common stock were outstanding during the three months ended June 26, 2020 and June 28, 2019, respectively, but were not included in the calculation of diluted earnings per share as the impact of these options would have been anti-dilutive.

Stock options to purchase approximately 0.1 million and 0.4 million shares of common stock were outstanding during the nine months ended June 26, 2020 and June 28, 2019, respectively, but were not included in the calculation of diluted earnings per share as the impact of these options would have been anti-dilutive.

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the changes in accumulated other comprehensive loss by component for the three months ended March 27, 2020 and March 29, 2019 .

(in thousands)

Defined benefit

pension items

Balance as of September 30, 2019

The following table presents the changes in accumulated other comprehensive loss by component for the three months ended June 26, 2020 and June 28, 2019.

(in thousands) Defined benefit

pension items Currency

adjustments Total

Balance as of March 27, 2020 $ ( 23,385 ) $ ( 19,000 ) $ ( 42,385 )

Other comprehensive loss before reclassifications — 2,252 2,252

1 unchanged sentence

comprehensive loss, net of tax 216 — 216

Net current period other comprehensive income (loss)

Net current period other comprehensive income 216 2,252 2,468

Balance as of June 26, 2020 $ ( 23,169 ) $ ( 16,748 ) $ ( 39,917 )

(in thousands) Defined benefit

pension items Currency

adjustments Total

Balance as of March 29, 2019 $ ( 8,341 ) $ ( 12,184 ) $ ( 20,525 )

(in thousands)

Defined benefit

pension items

Balance as of September 30, 2018

Other comprehensive loss before reclassifications — ( 610 ) ( 610 )

2 unchanged sentences

Net current period other comprehensive income (loss) 20 ( 610 ) ( 590 )

Reclassification of stranded tax benefits (1)

Balance as of March 29, 2019

(1) Due to the adoption of ASU 2018-02.

The following table presents the changes in accumulated other comprehensive loss by component for the six months ended March 27, 2020 and March 29, 2019 .

(in thousands)

Defined benefit

pension items

Balance as of December 27, 2019

Balance as of June 28, 2019 $ ( 8,321 ) $ ( 12,794 ) $ ( 21,115 )

The following table presents the changes in accumulated other comprehensive loss by component for the nine months ended June 26, 2020 and June 28, 2019.

(in thousands) Defined benefit

pension items Currency

adjustments Total

Balance as of September 30, 2019 $ ( 23,818 ) $ ( 17,880 ) $ ( 41,698 )

Other comprehensive loss before reclassifications — 1,132 1,132

1 unchanged sentence

comprehensive loss, net of tax 649 — 649

Net current period other comprehensive income (loss)

Balance as of March 27, 2020

(in thousands)

Defined benefit

pension items

Balance as of December 28, 2018

Net current period other comprehensive income 649 1,132 1,781

Balance as of June 26, 2020 $ ( 23,169 ) $ ( 16,748 ) $ ( 39,917 )

(in thousands) Defined benefit

pension items Currency

adjustments Total

Balance as of September 30, 2018 $ ( 6,048 ) $ ( 10,390 ) $ ( 16,438 )

Other comprehensive loss before reclassifications — ( 2,404 ) ( 2,404 )

3 unchanged sentences

Reclassification of stranded tax benefits (1)

Balance as of March 29, 2019

( 2,333 ) — ( 2,333 )

Balance as of June 28, 2019 $ ( 8,321 ) $ ( 12,794 ) $ ( 21,115 )

(1) Due to the adoption of ASU 2018-02.

1 unchanged sentence

A majority of the Company's inventories are recorded at the lower of cost (primarily last in, first out, or "LIFO") or market.

Approximately 75 % and 72 % of the Company's inventories were valued at the lower of LIFO cost or market at March 27, 2020 and September 30, 2019 , respectively.

Interim LIFO determinations, including those at March 27, 2020 , are based on management's estimates of future inventory levels and costs for the remainder of the current fiscal year.

(in thousands)

March 27, 2020

September 30, 2019

Approximately 73 % and 72 % of the Company's inventories were valued at the lower of LIFO cost or market at June 26, 2020 and September 30, 2019, respectively.

Interim LIFO determinations, including those at June 26, 2020, are based on management's estimates of future inventory levels and costs for the remainder of the current fiscal year.

(in thousands) June 26, 2020 September 30, 2019

Purchased materials and manufactured parts, net $ 51,165 $ 52,742

2 unchanged sentences

Inventories, net $ 201,933 $ 226,090

Total inventories would be $ 1,938 and $ 3,138 higher than reported as of March 27, 2020 and September 30, 2019 , respectively, if the first-in, first-out method was used for all inventories.

As of March 27, 2020 , and September 30, 2019 , the excess and obsolete inventory reserve was $ 12,946 and $ 14,295 , respectively.

Total inventories would be $ 2,997 and $ 3,138 higher than reported as of June 26, 2020 and September 30, 2019, respectively, if the first-in, first-out method was used for all inventories.

As of June 26, 2020, and September 30, 2019, the excess and obsolete inventory reserve was $ 13,284 and $ 14,295 , respectively.

PROPERTY, PLANT AND EQUIPMENT

As of March 27, 2020 , and September 30, 2019 , property, plant and equipment at cost and accumulated depreciation were as follows:

(in thousands)

March 27, 2020

September 30, 2019

As of June 26, 2020, and September 30, 2019, property, plant and equipment at cost and accumulated depreciation were as follows:

(in thousands) June 26, 2020 September 30, 2019

Land $ 20,150 $ 19,897

Buildings and related improvements 128,702 127,061

1 unchanged sentence

Leasehold improvements 9,126 9,055

Software 26,027 24,835

Construction in progress 21,554 21,264

2 unchanged sentences

Property, plant and equipment, net $ 242,654 $ 260,703

Depreciation expense for the three months ended March 27, 2020 and March 29, 2019 totaled $ 10,407 and $ 10,084 , respectively.

Depreciation expense for the six months ended March 27, 2020 and March 29, 2019 totaled $ 21,024 and $ 19,891 respectively.

Depreciation expense for the three months ended June 26, 2020 and June 28, 2019 totaled $ 10,290 and $ 9,892 respectively.

Depreciation expense for the nine months ended June 26, 2020 and June 28, 2019 totaled $ 31,314 and $ 29,783 respectively.

GOODWILL AND INTANGIBLE ASSETS

Changes in the carrying amount of goodwill are as follows:

(in thousands)

Electrical Raceway

Mechanical Products & Solutions

(in thousands) Electrical Raceway Mechanical Products & Solutions Total

Balance as of October 1, 2019 $ 149,668 $ 36,563 $ 186,231

Exchange rate effects 378 — 378

Balance as of March 27, 2020

Goodwill balances as of October 1, 2019 and March 27, 2020 include $ 3,924 and $ 43,000 of accumulated impairment losses within the Electrical Raceway and MP&S segments, respectively.

Balance as of June 26, 2020 $ 150,046 $ 36,563 $ 186,609

Goodwill balances as of October 1, 2019 and June 26, 2020 include $ 3,924 and $ 43,000 of accumulated impairment losses within the Electrical Raceway and MP&S segments, respectively.

The Company assesses the recoverability of goodwill and indefinite-lived trade names on an annual basis in accordance with ASC 350, "Intangibles - Goodwill and Other." The measurement date is the first day of the fourth fiscal quarter, or more frequently, if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit or the respective indefinite-lived trade name is less than the carrying value.

The following table provides the gross carrying value, accumulated amortization and net carrying value for each major class of intangible assets:

March 27, 2020

September 30, 2019

($ in thousands)

Weighted Average Useful Life (Years)

Gross Carrying Value

Accumulated Amortization

Net Carrying Value

Gross Carrying Value

Accumulated Amortization

Net Carrying Value

June 26, 2020 September 30, 2019

($ in thousands) Weighted Average Useful Life (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value

Amortizable intangible assets:

Customer relationships 11 $ 353,622 $ ( 194,508 ) $ 159,114 $ 353,256 $ ( 171,777 ) $ 181,479

Other 7 19,086 ( 9,204 ) 9,882 19,086 ( 7,761 ) 11,325

Total 372,708 ( 203,712 ) 168,996 372,342 ( 179,538 ) 192,804

Indefinite-lived intangible assets:

Trade names 92,880 — 92,880 92,880 — 92,880

Total $ 465,588 $ ( 203,712 ) $ 261,876 $ 465,222 $ ( 179,538 ) $ 285,684

Other intangible assets consist of definite-lived trade names, technology, non-compete agreements and backlogs.

Amortization expense for the three months ended March 27, 2020 and March 29, 2019 was $ 8,071 and $ 8,196 , respectively.

Amortization expense for the six months ended March 27, 2020 and March 29, 2019 was $ 16,184 and $ 16,410 , respectively.

Amortization expense for the three months ended June 26, 2020 and June 28, 2019 was $ 8,026 and $ 7,868 , respectively.

Amortization expense for the nine months ended June 26, 2020 and June 28, 2019 was $ 24,210 and $ 24,278 , respectively.

Expected amortization expense for intangible assets for the remainder of fiscal 2020 and over the next five years and thereafter is as follows:

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Remaining 2020 8,956

Thereafter 27,335

Actual amounts of amortization may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets and other events.

The Company considered whether the adverse economic impacts of the novel coronavirus (COVID-19) outbreak, which were developing during the three months ended March 27, 2020, would indicate whether it is more likely than not that the fair value of its reporting units or its indefinite lived intangible assets would be below the carrying value.

The Company considered whether the adverse economic impacts of the novel coronavirus (COVID-19) outbreak, which were developing during the three months ended March 27, 2020 and continued to develop during the three months ended June 26, 2020, would indicate whether it’s more likely than not that the fair value of its reporting units or its indefinite lived intangible assets would be below the carrying value.

For a majority of the Company’s operations, the fair values of its related reporting units and indefinite lived intangible assets significantly exceeded their respective carrying values as of the most recent impairment testing period in July 2019.

For these reporting units and the indefinite lived intangibles, the Company concluded that it was not more likely than not that the fair value of these reporting units or indefinite lived intangible assets was less than the carrying value and therefore there was not a triggering event requiring the performance of an impairment test.

The economic impacts of the COVID-19 outbreak were more substantial for the Company’s reporting unit related to its operations in Europe, Middle East, and Africa (EMEA), due to the cross-border transactions that occur within those operations, the cross-border interactions needed to fully realize the synergies associated with recent in-region acquisitions and the COVID-19 related closing of these borders.

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The Discount Rate is developed using market observable inputs, as well as considering whether or not there is a measure of risk related to the specific reporting unit’s forecasted performance.

Fair value under the guideline public company method is determined for the unit by applying market multiples for comparable public companies to the unit’s financial results.

The key uncertainties in the income approach and the guideline company method calculations are the assumptions used in determining the reporting unit’s forecasted future performance, including revenue growth and EBITDA margins, as well as the perceived risk associated with those forecasts, along with selecting representative market multiples.

Fair value under the guideline public company method is determined for the reporting unit by applying market multiples for comparable public companies to the unit’s financial results.

The key uncertainties in these calculations are the assumptions used in determining the reporting unit’s forecasted future performance, including revenue growth and EBITDA margins, as well as the perceived risk associated with those forecasts, along with selecting representative market multiples.

Fair value under the transactional analysis is determined based on exchange prices in actual transactions and on asking prices for controlling interests in public or private companies currently offered for sale by applying market multiples for comparable public companies to the unit’s financial results.

The key uncertainties in the transactional analysis calculations are the assumptions used in determining the reporting unit's comparable public companies, comparable transactions and the selection of the market multiples.

The EMEA reporting unit’s impairment test revealed that its fair value was greater than carrying value by an amount of less than 10 % .

The goodwill allocated to the EMEA reporting unit as of March 27, 2020 was $ 35,029 .

As a result, the impairment analysis is sensitive to changes in both business and valuation assumptions.

Changes to these assumptions could result in revisions of management's estimates of the fair value of the reporting unit and could result in impairment charges in the future, which could be material to the Company's results of operations.

The key uncertainties in the guideline public company method and the transactional analysis calculations are the assumptions used in determining the reporting unit's comparable public companies, comparable transactions and the selection of the market multiples.

The EMEA reporting unit’s impairment test as of March 27, 2020 revealed that its fair value was greater than carrying value by an amount of less than 10 %.

During the three months ended June 26, 2020, the Company continued to assess information related to the current and anticipated economic impacts of COVID-19 on the EMEA reporting unit and revised its financial projections.

As a result of this assessment, the Company concluded that it was not more likely than not that the fair value of the EMEA reporting unit was less than the carrying value and therefore deemed that there was not a triggering event requiring the performance of an updated impairment test.

The goodwill allocated to the EMEA reporting unit as of June 26, 2020 was $ 34,836 .

The impairment analysis is sensitive to changes in both business and valuation assumptions.

The Company will continue to monitor for such changes in facts or circumstances.

Goodwill impairment charges may be recognized in future periods to the extent changes in facts or circumstances occur, including deterioration in the macroeconomic environment, industry, and deterioration in the Company’s performance or its future projections.

Debt as of March 27, 2020 and September 30, 2019 was as follows:

(in thousands)

March 27, 2020

September 30, 2019

Debt as of June 26, 2020 and September 30, 2019 was as follows:

(in thousands) June 26, 2020 September 30, 2019

First Lien Term Loan Facility due December 22, 2023 $ 851,495 $ 851,361

Deferred financing costs ( 5,350 ) ( 6,569 )

Total debt $ 846,145 $ 845,317

Current portion — —

2 unchanged sentences

operating companies owned by AII.

AII's availability under the ABL Credit Facility was $ 298,226 and $ 301,882 as of March 27, 2020 and September 30, 2019 , respectively.

AII's availability under the ABL Credit Facility was $ 247,782 and $ 301,882 as of June 26, 2020 and September 30, 2019, respectively.

FAIR VALUE MEASUREMENTS

5 unchanged sentences

See Note 7, ''Other Income, net'' for further detail.

The total notional amounts of undesignated forward currency contracts were £ 44.1 million and £ 45.0 million as of March 27, 2020 and September 30, 2019 , respectively.

The total notional amounts of undesignated forward currency contracts were £ 44.1 million and £ 45.0 million as of June 26, 2020 and September 30, 2019, respectively.

Cash flows associated with derivative financial instruments are recognized in the operating section of the condensed consolidated statements of cash flows.

1 unchanged sentence

The following table presents the Company's assets and liabilities measured at fair value:

March 27, 2020

September 30, 2019

(in thousands)

June 26, 2020 September 30, 2019

(in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

Cash equivalents $ 175,166 $ — $ — $ 72,132 $ — $ —

3 unchanged sentences

The estimated fair value of financial instruments not carried at fair value in the condensed consolidated balance sheets were as follows:

March 27, 2020

September 30, 2019

(in thousands)

Carrying Value

June 26, 2020 September 30, 2019

(in thousands) Carrying Value Fair Value Carrying Value Fair Value

First Lien Term Loan Facility due December 22, 2023 $ 852,120 $ 835,504 $ 852,120 $ 853,543

3 unchanged sentences

The Company has obligations related to commitments to purchase certain goods.

As of March 27, 2020 , such obligations were $ 167,507 for the rest of fiscal year 2020 and $ 4,722 for fiscal year 2021 and beyond.

As of June 26, 2020, such obligations were $ 145,622 for the rest of fiscal year 2020 and $ 2,850 for fiscal year 2021 and beyond.

These amounts represent open purchase orders for materials used in production.

2 unchanged sentences

Several lawsuits have been filed against the Company and the Company has also received other claim demand letters alleging that the Company's anti-microbial coated steel sprinkler pipe, which the Company has not manufactured or sold for several years, is incompatible with chlorinated polyvinyl chloride and caused stress cracking in such pipe manufactured by third parties when installed together in the same sprinkler system, which the Company refers to collectively as the "Special Products Claims." After an analysis of claims experience, the Company reserved its best estimate of the probable and reasonably estimable losses related to these matters.

The Company's total product liability reserves for Special Products Claims and other product liability matters were $ 746 and $ 2,424 as of March 27, 2020 and September 30, 2019 , respectively.

As of March 27, 2020 , the Company believes that the range of reasonably possible losses for Special Products Claims and other product liabilities is between $ 1,000 and $ 8,000 .

The Company's total product liability reserves for Special Products Claims and other product liability matters were $ 823 and $ 2,424 as of June 26, 2020 and September 30, 2019, respectively.

As of June 26, 2020, the Company believes that the range of aggregate reasonably possible losses for Special Products Claims and other product liabilities is between $ 1,000 and $ 8,000 .

During fiscal 2019, Tyco and the Company agreed with a plaintiff to settle one Special Products Claim that was to go to trial.

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At this time, the Company does not expect the outcome of the Special Products Claims proceedings, either individually or in the aggregate, to have a material adverse effect on its business, financial condition, results of operations or cash flows, and the Company believes that its reserves are adequate for all remaining contingencies for Special Products Claims.

During the three months ended March 27, 2020 , one of the Company’s manufacturing facilities experienced a flood which resulted in damages to certain property, plant and equipment.

During the nine months ended June 26, 2020, one of the Company’s manufacturing facilities experienced a flood which resulted in damages to certain property, plant and equipment.

This facility is covered under the Company’s property and casualty loss and business interruption insurance policies.

3 unchanged sentences

The Company believes that, other than the $ 1,000 deductible expense under the related insurance claim, it will be reimbursed for substantially all other property, plant and equipment losses in connection with the event under its current insurance policies.

The Company has recorded an estimated loss of $ 4,560 with a related insurance recovery of $ 3,560 within selling, general and administrative expenses in its condensed consolidated statements of operations for the three and six months ended March 27, 2020 .

The Company has recorded an estimated loss of $ 1,486 with a related insurance recovery of $ 1,486 within selling, general and administrative expenses in its condensed consolidated statements of operations for the three months ended June 26, 2020.

The Company has recorded an estimated loss of $ 6,046 with a related insurance recovery of $ 5,046 within selling, general and administrative expenses in its condensed consolidated statements of operations for the nine months ended June 26, 2020.

In addition to the matters discussed above, from time to time, the Company is subject to a number of disputes, administrative proceedings and other claims arising out of the ordinary conduct of the Company's business.

2 unchanged sentences

However, litigation is unpredictable, and the Company could incur judgments or enter into settlements for current or future claims that could adversely affect its business, financial condition, results of operations or cash flows.

The Company had outstanding letters of credit totaling $ 9,501 supporting workers' compensation and general liability insurance policies as of March 27, 2020 .

The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $ 18,456 as of March 27, 2020 .

The Company had outstanding letters of credit totaling $ 9,501 supporting workers' compensation and general liability insurance policies as of June 26, 2020.

The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $ 18,709 as of June 26, 2020.

In disposing of assets or businesses, the Company often provides representations, warranties and indemnities to cover various risks including unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition.

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Both segments use Adjusted EBITDA as the primary measure of profit and loss.

Segment Adjusted EBITDA is the sum of income (loss) before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, interest expense, net, restructuring charges, stock-based compensation, certain legal matters, transaction costs and other items, such as inventory reserves and adjustments, release of indemnified uncertain tax positions, and the impact of foreign exchange gains or losses.

Segment Adjusted EBITDA is the sum of income (loss) before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, interest expense, net, restructuring charges, stock-based compensation, certain legal matters, transaction costs and 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 transactions.

Intersegment transactions primarily consist of product sales at designated transfer prices on an arm's-length basis.

6 unchanged sentences

Three months ended

March 27, 2020

March 29, 2019

(in thousands)

External Net Sales

Intersegment Sales

Adjusted EBITDA

External Net Sales

Intersegment Sales

Adjusted EBITDA

June 26, 2020 June 28, 2019

(in thousands) External Net Sales Intersegment Sales Adjusted EBITDA

External Net Sales Intersegment Sales Adjusted EBITDA

Electrical Raceway $ 285,412 $ 634 $ 57,455 $ 372,895 $ 334 $ 76,721

MP&S 99,487 — 12,243 120,596 — 20,595

Eliminations — ( 634 ) — ( 334 )

Consolidated operations $ 384,899 $ — $ 493,491 $ —

Six months ended

March 27, 2020

March 29, 2019

(in thousands)

External Net Sales

Intersegment Sales

Adjusted EBITDA

External Net Sales

Intersegment Sales

Adjusted EBITDA

Nine months ended

June 26, 2020 June 28, 2019

(in thousands) External Net Sales Intersegment Sales Adjusted EBITDA

External Net Sales Intersegment Sales Adjusted EBITDA

Electrical Raceway $ 965,205 $ 1,922 $ 206,630 $ 1,069,229 $ 920 $ 212,585

MP&S 322,796 — 45,041 345,599 — 48,903

Eliminations — ( 1,922 ) — ( 920 )

Consolidated operations $ 1,288,001 $ — $ 1,414,828 $ —

Presented below is a reconciliation of operating segment Adjusted EBITDA to Income before income taxes:

Three months ended

Six months ended

(in thousands)

March 27, 2020

March 29, 2019

March 27, 2020

March 29, 2019

Three months ended Nine months ended

(in thousands) June 26, 2020 June 28, 2019 June 26, 2020 June 28, 2019

Operating segment Adjusted EBITDA

Electrical Raceway $ 57,455 $ 76,721 $ 206,630 $ 212,585

MP&S 12,243 20,595 45,041 48,903

Total 69,698 97,316 251,671 261,488

Unallocated expenses (a)

( 5,975 ) ( 8,835 ) ( 23,232 ) ( 25,890 )

Depreciation and amortization ( 18,316 ) ( 17,760 ) ( 55,524 ) ( 54,061 )

3 unchanged sentences

Transaction costs ( 122 ) ( 76 ) ( 179 ) ( 363 )

( 984 ) ( 5,371 ) ( 2,317 ) ( 8,213 )

Income before income taxes $ 32,750 $ 47,656 $ 127,173 $ 122,567

(a) Represents unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, human resources, information technology, business development and communications, as well as certain costs and earnings of employee-related benefits plans, such as stock-based compensation and a portion of self-insured medical costs.

(b) 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 and release of certain indemnified uncertain tax positions.

The Company's net sales by geography were as follows for the six months ended March 27, 2020 and March 29, 2019 :

Three months ended

Six months ended

(in thousands)

March 27, 2020

March 29, 2019

March 27, 2020

March 29, 2019

(b) 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 transactions..

The Company's net sales by geography were as follows for the nine months ended June 26, 2020 and June 28, 2019:

Three months ended Nine months ended

(in thousands) June 26, 2020 June 28, 2019 June 26, 2020 June 28, 2019

United States $ 348,960 $ 436,767 $ 1,146,156 $ 1,240,402

Other Americas 4,474 7,821 18,713 26,030

The table below shows the amount of net sales from external customers for each of the Company's product categories which accounted for 10% or more of consolidated net sales in either period for the six months ended March 27, 2020 and March 29, 2019 :

Three months ended

Six months ended

(in thousands)

March 27, 2020

March 29, 2019

March 27, 2020

March 29, 2019

Europe 27,112 36,277 96,439 108,947

Asia-Pacific 4,353 12,626 26,693 39,449

Total $ 384,899 $ 493,491 $ 1,288,001 $ 1,414,828

Three months ended Nine months ended

(in thousands) June 26, 2020 June 28, 2019 June 26, 2020 June 28, 2019

Metal Electrical Conduit and Fittings $ 105,079 $ 139,342 $ 354,530 404,720

7 unchanged sentences

Other MP&S products 14,415 27,766 55,166 71,001

MP&S 99,487 120,596 322,796 345,599

Net sales $ 384,899 $ 493,491 $ 1,288,001 $ 1,414,828

SUBSEQUENT EVENTS

The Company's collective bargaining agreement in Harvey, Illinois expired in April 2020.

On July 14, 2020, the Company and the United Steelworkers Union reached agreement on the terms of a new collective bargaining agreement which expires in April 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements