What changed in this filing

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Item 1. Business

2020-11-19 compared with 2019-11-22 · 42 added, 30 removed, 197 unchanged (27% of the section changed)

11 unchanged sentences

We believe we hold #1 or #2 positions in the United States by net sales in the vast majority of our products.

The quality of our products, the strength of our brands and our scale and national presence provide what we believe to be a unique set of competitive advantages that position us for profitable growth.

On June 9, 2016 , the Company's Registration Statement on Form S-1 relating to an initial public offering ("IPO") of our common stock was declared effective by the SEC and on June 15, 2016, we completed the IPO at a price to the public of $16.00 per share.

In connection with the IPO, CD&R Allied Holdings, L.P.

(the " CD&R Investor "), an affiliate of Clayton, Dubilier & Rice, LLC ("CD&R") sold an aggregate of 12,000,000 shares of our common stock.

The CD&R Investor received all of the net proceeds and bore all commissions and discounts from the sale of our common stock.

We did not receive any proceeds from the IPO.

In a series of secondary offerings of our common stock during fiscal 2017, the CD&R Investor reduced its remaining ownership in our company to approximately 48% as of September 30, 2017.

In August 2017, the Company announced that its board of directors had approved a share repurchase program for the repurchase of up to an aggregate amount of $75 million of the Company’s common stock.

In January 2018, the Company announced a stock repurchase transaction whereby the Company agreed to repurchase from the CD&R Investor, a related party, approximately 17.2 million shares of the Company's common stock, par value $0.01 per share, at a per share price equal to $21.77, for a total purchase price of $375 million, subject to the terms and conditions set forth in the stock purchase agreement.

Following the stock repurchase transaction in January 2018 and secondary offerings of the Company's common stock in February 2018 and May 2018, the CD&R Investor completed its exit from its investment in the Company, and, as of September 30, 2018, no longer owned any of the Company's common stock.

As of December 28, 2018, there were no authorized repurchases remaining under the August 2017 repurchase program.

The quality of our products, the strength of our brands, our scale and national presence provide what we believe to be a unique set of competitive advantages that position us for profitable growth.

On February 5, 2019, the board of directors approved a share repurchase program, under which the Company may repurchase up to $50.0 million of its outstanding common stock.

14 unchanged sentences

Electrical Metallic Tubing (EMT)

Allied Tube & Conduit

Intermediate Metal Conduit (IMC)

1 unchanged sentence

Metal Conduit Fittings:

Konkore Fittings

Conduit Bodies

1 unchanged sentence

Rigid Non-Metallic Conduit (RNC)

Allied Tube & Conduit

PVC Conduit Fittings:

Heritage Plastics

Conduit Bodies

6 unchanged sentences

Flexible Metallic Conduit (FMC)

AFC Cable Systems

Liquidtight Flexible Metal Conduit (LFMC)

7 unchanged sentences

Metal Clad Cable (MC)

AFC Cable Systems

Armor Clad Cable (AC)

17 unchanged sentences

Design, Fabrication and Installation Services

Unistrut Construction

Modular support structures

2 unchanged sentences

In-line galvanized mechanical tube

Allied Tube & Conduit

Non-galvanized tube

6 unchanged sentences

Our commissioned agents are selected, trained and managed by our regional sales teams and supported by product managers who ensure that agents are adequately knowledgeable and sufficiently trained to represent our brands to our distribution customers.

We stimulate end-user demand by promoting our products and solutions directly to architects, electrical engineers, electrical contractors and electrical code authorities across the United States.

We stimulate end-user demand by promoting our products and solutions directly to architects, electrical engineers, electrical contractors and electrical code authorities.

We also work directly with electrical contractors, who install Electrical Raceway products on new construction or renovation projects to assist them in selecting the most effective electrical raceway solution.

1 unchanged sentence

We primarily sell and distribute our products through electrical, industrial and specialty distributors and OEMs .

For many of the over 13,000 electrical-distributor branches in the United States, our products are must-stock lines that form a staple of their business.

For many of the more than 13,000 electrical-distributor branches in the United States, our products are must-stock lines that form a staple of their business.

We serve a diverse group of end markets, including new construction, MR&R and infrastructure, diversified industrials, alternative power generation, healthcare, data centers and government.

2 unchanged sentences

We distribute our products to electrical and industrial distributors from our manufacturing and distribution facilities as well as from over 40 dedicated distribution facilities operated by our agents.

Our products are also stocked by electrical and industrial distributors who are located in major cities and towns across the United States.

Our products are also stocked by electrical and industrial distributors who are located across the United States.

Some of our products are purchased by OEMs and used as part of their products and solutions in applications such as utility solar framing, conveyor systems and fabric cover buildings.

28 unchanged sentences

We believe that sources for these raw materials are well-established, generally available on world markets and are in sufficient quantity that we may avoid disruption to our business if we encountered an interruption from one of our existing suppliers.

Our primary suppliers of steel are ArcelorMittal, AK Steel and Nucor;

Our primary suppliers of steel are ArcelorMittal, Cleveland-Cliffs and Nucor;

our primary suppliers of copper are AmRod and Freeport McMoran;

4 unchanged sentences

Sales of our products have historically been higher in the third and fourth quarters of each fiscal year due to favorable weather and longer daylight conditions during these periods.

Seasonal variations in operating results may also be significantly impacted by inclement weather conditions, such as cold or wet weather, which can delay construction projects as well as by adverse economic conditions or widespread detrimental public health conditions, including the pandemic caused by the spread of the novel coronavirus (COVID-19) in fiscal 2020 which resulted in delays in projects during the third and fourth quarters of the 2020 fiscal year.

Manufacturing

We currently manufacture products in 37 facilities and operate a total footprint of approximately 6 million square feet of manufacturing and distribution space in eight countries.

Our headquarters is located in Harvey, Illinois, which is also the location of our largest manufacturing facility.

Our headquarters are located in Harvey, Illinois, which is also the location of our largest manufacturing facility.

Similar to our distribution footprint, our manufacturing footprint is currently concentrated in the United States, with additional facilities in Australia, Belgium, China, New Zealand, Russia and the United Kingdom.

With respect to our tube and conduit products, we believe we are a technology leader in the in-line galvanizing manufacturing process and have developed specialized equipment that enables us to produce a variety of low-cost high-quality galvanized tube products.

Our subsidiary, Allied Tube & Conduit Corporation, or "Allied Tube," developed an in-line

galvanizing technique (Flo-Coat) in which zinc is applied in a continuous process when the tube and pipe are formed.

Our subsidiary, Allied Tube & Conduit Corporation, or "Allied Tube," developed an in-line galvanizing technique (Flo-Coat) in which zinc is applied in a continuous process when the tube and pipe are formed.

The Flo-Coat galvanizing process provides superior zinc coverage of fabricated metal products for rust prevention and lower cost manufacturing than traditional hot-dip galvanization.

33 unchanged sentences

We have spent over $15.3 million to date on this project, which went live in the fourth quarter of fiscal 2018.

Human Capital Resources

As of September 30, 2020 , we employed approximately 3,700 total full-time equivalent employees of whom approximately 12% are temporary or contract workers.

Our employees are primarily located in the United States, with about 19% employed at our international locations in Australia, Belgium, Canada, China, New Zealand, Russia and the United Kingdom.

As of September 30, 2019 , approximately 27% of our employees globally were represented by a union under a collective bargaining agreement.

As of September 30, 2020 , approximately 24% of our domestic and international employees were represented by a union under a collective bargaining agreement.

All unions are either located in the United States or Canada with no unions or Worker's Councils at any of our other locations abroad.

From time to time our collective bargaining agreements expire and come up for re-negotiation.

Our collective bargaining agreement for our New Bedford Massachusetts facility expired in February 2018, and we successfully negotiated a new agreement which now expires in February 2023.

Our Harvey, Illinois Special Metal Processing Facility agreement with the United Steelworkers Union, involving a bargaining unit of 15 employees, expired on November 11, 2018 and we successfully negotiated a new agreement which now expires in November 2022.

Our Harvey, Illinois collective bargaining agreement with the United Steelworkers involves nearly 400 represented employees, is set expire in April 2020.

On July 14, 2020, the Company and the United Steelworkers Union, representing approximately 350 employees, reached agreement on the terms of a new collective bargaining agreement for our largest facility in Harvey, Illinois, which expires in April 2024.

We believe our relationship with our employees is good.

As part of our human capital resource objectives, we seek to recruit, retain and incentivize our employees by utilizing strategic workforce planning to forecast future needs, building and leveraging an inclusive leadership mindset, and applying a robust performance management process, including our onboarding and immersion program.

The purpose of the onboarding and immersion program is to introduce new hires and transition employees to the Company and their roles to accelerate learning and exposure to key systems used at Atkore, provide clarity about Atkore’s strategy, vision, mission and values, and ensure that every employee begins to develop a productive network of key stakeholders with whom they will interact during the performance of their jobs.

Regulatory Matters

Our facilities are subject to various federal, state, local and non-U.S.

requirements relating to the protection of human health, safety and the environment.

regulations including the protection of human health, safety and the environment.

Among other things, these laws govern the use, storage, treatment, transportation, disposal and management of hazardous substances and wastes;

6 unchanged sentences

The cost of compliance with environmental, health and safety laws and capital expenditures required to meet regulatory requirements is not anticipated to have a material effect on our financial condition, results of operations, cash flows or competitive position.

In October 2013, the State of Illinois filed a complaint against our subsidiary Allied Tube, alleging violations of the Illinois Environmental Protection Act relating to discharges to a storm sewer system that terminates at Allied Tube's Harvey, Illinois manufacturing facility.

The State sought an injunction ordering Allied Tube to take immediate corrective action to abate the alleged violations and civil penalties as permitted by applicable law.

In October 2013, the State of Illinois filed a complaint against our subsidiary Allied Tube, alleging violations of the Illinois Environmental Protection Act, or the "IEPA," relating to discharges to a storm sewer system that terminates at Allied Tube's Harvey, Illinois manufacturing facility.

The State sought an injunction ordering Allied Tube to take immediate corrective

action to abate the alleged violations and civil penalties as permitted by applicable law.

Allied Tube has reviewed management practices and made improvements to its diesel fuel storage and truck maintenance areas to resolve the State's claims.

2 unchanged sentences

We do not currently expect that any remaining obligations would have a material effect on our financial condition, results of operations or cash flows.

In August 2014, we received from the Illinois Environmental Protection Agency, or the "IEPA," the terms of a proposed new stormwater discharge permit for our Harvey, Illinois manufacturing facility.

In August 2014, we received from the IEPA the terms of a proposed new stormwater discharge permit for our Harvey, Illinois manufacturing facility.

Because the facility did not meet the zinc limit set forth in the proposed permit, the Company commenced negotiations with the IEPA to agree upon mutually acceptable discharge limits.

1 unchanged sentence

In October 2016, we received the final permit.

A mutually agreed upon compliance plan is part of the permit and we expect to achieve compliance in accordance with a four-year schedule.

A mutually agreed upon compliance plan is part of the permit, which was modified in December 2019 to accommodate trials of a metal coating technology that would nearly eliminate the largest source of zinc emissions from our galvanizing operations.

We expect to achieve compliance in accordance with the negotiated schedule.

The compliance plan includes studies to reduce zinc emitted from galvanizing manufacturing operations, implementation of more rigorous management practices, evaluation of the installation of passive/cost effective stormwater treatment and receiving stream studies to determine if a less stringent permit limit will be as protective of the water system as the current permit limit.

Given the scope and time frame of the compliance plan, we do not expect that achieving compliance with either the stormwater discharge permit or the plan will have a material effect on our financial condition, results of operations or cash flows.

We received from the City of Phoenix the terms of an industrial wastewater discharge permit renewal that contains more rigorous wastewater discharge limits for our Phoenix, Arizona facility.

In April 2014, we received from the City of Phoenix the terms of an industrial wastewater discharge permit renewal that contains more rigorous wastewater discharge limits for our Phoenix, Arizona facility.

We do not currently expect that any such obligations would have a material effect on our financial condition, results of operations or cash flows.

3 unchanged sentences

Many of our current and former facilities have a history of industrial usage for which additional investigation and remediation obligations could arise in the future and which could materially adversely affect our business, financial condition, results of operations or cash flows.

Impacts of COVID-19

The outbreak of the novel coronavirus (COVID-19) has continued to spread and is currently classified as a pandemic which is contributing to significant volatility and uncertainty in markets and the global economy.

This heightened volatility and uncertainty makes it difficult for us to predict the extent of COVID-19’s impact on our operations going forward.

As of the date of this filing, we have seen volume declines in our business across several product categories, as customers and end markets face some uncertainty and delays in timing of work.

In particular, some construction site closures or project delays have occurred, and job sites have had to adjust to increased physical distancing and health-related precautions.

Given the continued volatility within the economic impacts of the pandemic it is too early to make any judgment on how significant the COVID-19 effect will become.

Factors that contribute to our ability to adjust to the outbreak include currently being deemed an “essential business”, benefiting from mostly localized supply chains, and continuing to take actions within our control to minimize the disruptive impacts of the outbreak.

However, there can be no assurance that we will not be materially and adversely impacted in the future.

The extent to which COVID-19 will impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence.

Currently, none of our facilities are closed due to COVID-19 related developments.

In response to COVID-19, we have implemented a variety of countermeasures to promote the health and safety of our employees during this pandemic, including health screening, physical distancing practices, enhanced cleaning, use of personal protective equipment, business travel restrictions, and remote work capabilities.

Available Information

We make available free of charge through our website, http://investors.atkore.com/sec-filings, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, other reports filed under the Securities Exchange Act of 1934 (“Exchange Act”), and all amendments to those reports simultaneously or as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.

reasonably practicable after such material is electronically filed with, or furnished to, the SEC.

Our reports are also available free of charge on the SEC’s website, www.sec.gov.

1 unchanged sentence

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-K

Item 1. Business