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Item 5. Market for Registrant’s Common Equity

2021-11-18 compared with 2020-11-19 · 21 added, 55 removed, 24 unchanged (76% of the section changed)

2 unchanged sentences

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.

** Assumes $100 invested on October 3, 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

Schneider Electric SE

• Acuity Brands • Encore Wire Corporation

• Hubbell Incorporated Class B

Sponsored ADR

• Belden Inc.

• Littelfuse, Inc.

Acuity Brands

• Cornerstone Building Brands, Inc.

• nVent Electric plc

• Eaton Corp.

Plc • Valmont Industries, Inc.

As of November 12, 2021, there was one stockholder of record of our common stock.

2 unchanged sentences

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.

We currently intend to use our future earnings, if any, to fund our growth, to develop our business, for working capital needs, for general corporate purposes, to repurchase shares and to repay debt.

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.

1 unchanged sentence

Issuer Purchases of Equity Securities

The following table shows our purchases of our common stock during fiscal 2020 (in thousands, except per share data):

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

January 25, 2020 to February 28, 2020

February 29, 2020 - March 27, 2020

March 28, 2020 - September 30, 2020

(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.

The following table shows our share repurchase programs, on a trade date basis, for each of our fiscal months for the quarter ended September 30, 2021 (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)

June 27, 2021 to July 23, 2021 — $ — — $ 24,974

July 24, 2021 to August 27, 2021 270 $ 92.85 270 $ —

August 28, 2021 - September 30, 2021 — $ — — $ —

Total 270 270

(1) On January 28, 2021, the board of directors approved a share repurchase program, under which the Company may repurchase up to $100.0 million of its outstanding common stock.

As of September 30, 2021, there were no authorized repurchases remaining.

On November 16, 2021, the board of directors approved a share repurchase program, under which the Company may repurchase up to $400 million of its outstanding common stock.

These share repurchase programs were funded from the Company's available cash balances.

Under the share repurchase programs, the Company was not obligated to acquire any particular amount of common stock, and it may have been terminated at any time at the Company's discretion.

Securities Authorized for Issuance Under Equity Compensation Plans

1 unchanged sentence

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))

(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))

Equity compensation plans approved by shareholders 1,606 $ 19.95 4,353

Equity compensation plans not approved by shareholders — — —

Total 1,606 $ 19.95 4,353

(1) Includes 769 stock options, 453 PSUs and 384 RSUs granted to officers pursuant to the Omnibus Incentive Plan.

3 unchanged sentences

Recent Sales of Unregistered Securities

There were no sales of unregistered securities in fiscal 2020 .

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 income per share

Balance Sheet Data (at end of period):

Cash and cash equivalents

Long-term obligations

Cash Flow Data:

Cash flows provided by (used in):

Operating activities

Investing activities

Financing activities

Other Financial Data:

Capital expenditures

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.

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.

Includes results of operations of Marco, Flexicon and Calpipe from May 18, 2017, September 1, 2017, and September 29, 2017 respectively.

There were no sales of unregistered equity securities in fiscal 2021.

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 5. Market for Registrant’s Common Equity