Atkore Inc. 10-K

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Common Stock Market Prices Shares of our common stock have traded on the NYSE under the symbol ATKR since June 10, 2016. ** Assumes $100 invested on June 10, 2016 in stock or index, including reinvestment of dividends. The following group of 10 public companies represents the Company's peer group: • nVent Electric plc • Eaton Corp. Plc • Schneider Electric SE • Hubbell Incorporated Class B • ABB Ltd. Sponsored ADR • Littelfuse, Inc. • Acuity Brands • Legrand SA • AZZ Inc. • Cornerstone Building Brands, Inc. Holders As of November 13, 2020 , there was one stockholder of record of our common stock. This number excludes stockholders whose stock is held in nominee or street name by brokers. Dividend Policy 25 We have not and do not currently intend to declare or pay dividends on our common stock for the foreseeable future. We currently intend to use our future earnings, if any, to repay debt, to fund our growth, to develop our business, for working capital needs and for general corporate purposes. Our ability to pay dividends to holders of our common stock is significantly limited as a practical matter by the Credit Facilities insofar as we may seek to pay dividends out of funds made available to us by AII or its subsidiaries, because AII's debt instruments directly or indirectly restrict AII's ability to pay dividends or make loans to us. Any future determination to pay dividends on our common stock will be subject to the discretion of our board of directors and depends upon various factors, including our results of operations, financial condition, liquidity requirements, capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends, restrictions imposed by Delaware law, general business conditions and other factors that our board of directors may deem relevant. Issuer Purchases of Equity Securities The following table shows our purchases of our common stock during fiscal 2020 (in thousands, except per share data): Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program(1) Maximum Value of Shares that May Yet Be Purchased Under the Program(1) September 30, 2019 to January 24, 2020 — $ — — $ 50,000 January 25, 2020 to February 28, 2020 356 $ 38.18 356 $ 36,423 February 29, 2020 - March 27, 2020 38 $ 37.85 38 $ 34,989 March 28, 2020 - September 30, 2020 — $ — — $ 34,989 Total 394 394 (1) 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. As of September 30, 2020, there were $35.0 million of authorized repurchases remaining. The share repurchase program will be funded from our available cash balances. This share repurchase program does not obligate us to acquire any particular amount of common stock, and it may be terminated at any time at our discretion. Securities Authorized for Issuance Under Equity Compensation Plans The following table contains information, as of September 30, 2020 , about the amount of common shares to be issued upon the exercise of outstanding options, performance share options (" PSUs ") and restricted stock units (" RSUs ") granted under the 2020 Omnibus Incentive Plan and the 2016 Omnibus Incentive Plan (together, the "Omnibus Incentive Plan"). Equity Compensation Plan Information (share amounts in thousands) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in (1)) (1) Equity compensation plans approved by shareholders 2,205 $ 15.66 2,599 Equity compensation plans not approved by shareholders — — — Total 2,205 $ 15.66 2,599 (1) Includes 1,375 stock options, 425 PSUs and 405 RSUs granted to officers pursuant to the Omnibus Incentive Plan. Shares underlying RSUs and PSUs are deliverable without payment of any consideration, and therefore these awards have not been taken into account in calculating the weighted-average exercise price of outstanding options. PSUs are reflected at the target level of performance. For a description of the Omnibus Incentive Plan, see Note 6, ''Stock Incentive Plan'' to the accompanying consolidated financial statements included elsewhere in this Annual Report. Recent Sales of Unregistered Securities 26 There were no sales of unregistered securities in fiscal 2020 . Item 6. Selected Financial Data The following tables set forth selected historical financial data as of the dates and for the periods indicated. The selected historical consolidated financial data as of September 30, 2020 and September 30, 2019 and for the fiscal years ended September 30, 2020 , September 30, 2019 and September 30, 2018 have been derived from our audited consolidated financial statements and related notes included elsewhere in this Annual Report. The selected historical consolidated financial data as of September 30, 2018 , September 30, 2017 and September 30, 2016 and for the years ended September 30, 2017 and September 30, 2016 have been derived from our audited consolidated financial statements and related notes not included in this Annual Report. The selected financial data presented below should be read in conjunction with Item 7, ''Management's Discussion and Analysis of Financial Condition and Results of Operations'' and the consolidated financial statements and related notes included in Item 8, ''Financial Statements and Supplementary Data'' of this Annual Report on Form 10-K . Our historical results are not necessarily indicative of the results to be expected for any future period. (in thousands, except per share data) September 30, 2020 September 30, 2019 (1) September 30, 2018 (2) September 30, 2017(3) September 30, 2016 Statement of Operations Data: Net sales $ 1,765,421 $ 1,916,538 $ 1,835,139 $ 1,503,934 $ 1,523,384 Net income $ 152,302 $ 139,051 $ 136,645 $ 84,639 $ 58,796 Net income per share Basic $ 3.15 $ 2.91 $ 2.59 $ 1.33 $ 0.94 Diluted $ 3.10 $ 2.83 $ 2.48 $ 1.27 $ 0.94 Balance Sheet Data (at end of period): Cash and cash equivalents $ 284,471 $ 123,415 $ 126,662 $ 45,718 $ 200,279 Total assets $ 1,558,525 $ 1,436,995 $ 1,324,060 $ 1,215,092 $ 1,164,568 Long-term obligations $ 903,945 $ 916,525 $ 929,254 $ 642,384 $ 702,500 Total equity $ 378,410 $ 232,936 $ 122,059 $ 360,871 $ 257,246 Cash Flow Data: Cash flows provided by (used in): Operating activities $ 248,762 $ 209,694 $ 145,703 $ 121,654 $ 156,646 Investing activities $ (27,513 ) $ (133,101 ) $ 2,514 $ (205,833 ) $ (12,895 ) Financing activities $ (61,179 ) $ (78,180 ) $ (65,931 ) $ (67,760 ) $ (23,908 ) Other Financial Data: Capital expenditures $ 33,770 $ 34,860 $ 38,501 $ 25,122 $ 16,830 (1 ) Includes results of operations of Verkogan, US Tray, Flytec and Cor-Tek from October 1, 2018, June 3, 2019, August 12, 2019 and August 21,2019, respectively. See Note 3, "Acquisitions" to our audited consolidated financial statements included elsewhere in this Annual Report. (2 ) Includes results of operations of Cii from January 8, 2018. See Note 3, "Acquisitions" to our audited consolidated financial statements included elsewhere in this Annual Report. Includes results of operations of FlexHead until March 30, 2018. See Note 4, "Divestitures" to our audited consolidated financial statements included elsewhere in this Annual Report. (3 ) Includes results of operations of Marco, Flexicon and Calpipe from May 18, 2017, September 1, 2017, and September 29, 2017 respectively.