What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-02-01 compared with 2022-08-02 · 56 added, 142 removed, 153 unchanged (56% of the section changed)

5 unchanged sentences

Incremental Market Uncertainties

The outbreak of the novel coronavirus ( “ COVID-19 ” ) has continued to spread and is currently classified as a pandemic which is contributing to 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.

We continue to monitor developments related to the novel coronavirus (“COVID-19”) pandemic to assess its impact on our business.

Further uncertainty and delays in our end-markets could have a material adverse impact on the demand for our products.

Some jurisdictions may raise taxes to help cover pandemic-related costs, and disruptions to or adverse conditions in the financial industry could affect our ability to obtain financing on favorable terms or at all.

Factors that contribute to our ability to adjust to the outbreak include 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.

In addition to the uncertainties brought about by COVID-19, recent events, including central bank interest rate increases and the Russia-Ukraine conflict, are creating additional uncertainty in the global economy, generally, and in the markets we operate in.

In addition to the uncertainties brought about by COVID-19, recent events, including central bank interest rate increases, inflation and the Russia-Ukraine conflict, are creating additional uncertainty in the global economy, generally, and in the markets we operate in.

COVID-19, the Russia-Ukraine conflict and other factors have had and will continue to have adverse effects on global supply chains, which may impact some aspects of our business.

Furthermore, with the onset of hurricane season, we are mindful of the effects that adverse weather can have on our domestic supply chain.

Furthermore, we are mindful of the effects that adverse weather can have on our domestic supply chain.

RESULTS OF OPERATIONS

The consolidated results of operations for the three months ended June 24, 2022 and June 25, 2021 were as follows:

The consolidated results of operations for the three months ended December 30, 2022 and December 24, 2021 were as follows:

Three months ended

(in thousands) June 24, 2022 June 25, 2021 Change % Change

(in thousands) December 30, 2022 December 24, 2021 Change % Change

Net sales $ 833,821 $ 840,801 $ (6,980) (0.8) %

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Interest expense, net 9,488 6,918 2,570 37.1 %

Loss on extinguishment of debt — 4,202 (4,202) 100.0 %

Other income, net 150 (509) 659 (129.5) %

Other (income) and expense, net 41 (308) 349 (113.3) %

Income before income taxes 222,051 261,818 (39,767) (15.2) %

1 unchanged sentence

Net income $ 173,492 $ 204,843 $ (31,351) (15.3) %

Volume (5.1) %

Average selling prices (12.4) %

2 unchanged sentences

Net sales (0.8) %

Net sales increased by $207.9 million, or 24.4%, to $1,061.6 million for the three months ended June 24, 2022, compared to $853.7 million for the three months ended June 25, 2021.

The increase in net sales is primarily attributed to increased average selling prices across the Company’s products of $244.0 million which were mostly driven by the PVC pipe and conduit product category within the Electrical segment and increased net sales of $13.8 million from companies acquired during fiscal 2021 and fiscal 2022.

These increases are offset by decreased sales volume of $43.9 million across varying product categories within both the Electrical and the Safety & Infrastructure segments.

Pricing for PVC products, as well as other parts of the business, is expected to return to more normal historical levels over time, but that time is uncertain.

Net sales decreased by $7.0 million, or 0.8%, to $833.8 million for the three months ended December 30, 2022, compared to $840.8 million for the three months ended December 24, 2021.

The decrease in net sales is primarily attributed to decreased average selling prices across the Company’s products of $108.3 million and the unfavorable impact of foreign exchange rates of $7.6 million.

These decreases were partially offset by increased net sales of $61.3 million from companies acquired during fiscal 2022 and fiscal 2023 and increased sales volume of $45.6 million.

Average selling prices have declined as the Company continues to see normalization of pricing.

Cost of sales

Volume (3.6) %

Average input costs (12.3) %

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Cost of sales 2.8 %

Cost of sales increased by $92.9 million, or 18.1%, to $607.3 million for the three months ended June 24, 2022 compared to $514.4 million for the three months ended June 25, 2021.

The increase was primarily due to higher input costs of steel, copper and PVC resin of $98.0 million and recent acquisitions during fiscal 2021 and fiscal 2022 of $9.3 million partially offset by lower sales volume of $18.7 million across varying product categories within both the Electrical and the Safety & Infrastructure segments.

Cost of sales increased by $13.5 million, or 2.8%, to $499.5 million for the three months ended December 30, 2022 compared to $486.0 million for the three months ended December 24, 2021.

The increase was primarily due to recent acquisitions during fiscal 2022 and fiscal 2023 of $41.2 million and higher sales volume of $29.0 million.

This was partially offset by lower input costs of steel, copper and PVC resin of $59.2 million.

Selling, general and administrative

Selling, general and administrative expenses increased by $14.1 million, or 17.3%, to $96.0 million for the three months ended June 24, 2022 compared to $81.8 million for the three months ended June 25, 2021.

The increase was primarily due to increased general spending on business improvement initiatives of $8.8 million, higher transaction costs of $1.7 million, higher sales commission expense of $3.6 million, higher variable compensation of $1.3 million and recent acquisitions in fiscal 2021 and 2022 of $1.0 million.

These increases were partially offset by decreases of $2.3 million spread across a variety of other spend categories.

Selling, general and administrative expenses increased by $11.8 million, or 15.1%, to $90.0 million for the three months ended December 30, 2022 compared to $78.2 million for the three months ended December 24, 2021.

The increase was primarily due to increased general spending on business improvement initiatives of $5.7 million, recent acquisitions in fiscal 2022 and 2023 of $5.5 million and $2.1 million spread across a variety of other spend categories, partially offset by lower variable compensation of $1.1 million and by lower transaction costs of $0.4 million,

Intangible asset amortization

Intangible asset amortization expense remained relatively flat at $8.6 million for the three months ended June 24, 2022 compared to $8.7 million for the three months ended June 25, 2021.

Intangible asset amortization expense increased to $12.8 million for the three months ended December 30, 2022 compared to $8.2 million for the three months ended December 24, 2021.

Increased amortization expense resulted from additional intangible assets acquired in business combinations in fiscal 2022 and 2023.

Interest expense, net

Interest expense, net decreased by $0.8 million, or 10.5% to $7.2 million for the three months ended June 24, 2022 compared to $8.1 million for the three months ended June 25, 2021.

The decrease is

primarily due to interest expense being derived from a lower average principal balance resulting from the Company’s fiscal 2021 debt restructuring transactions.

Other income, net

Other income, net decreased to $0.2 million other expense for the three months ended June 24, 2022 compared to $0.5 million other income for the three months ended June 25, 2021.

The decrease was primarily due to foreign currency fluctuations.

Interest expense, net increased by $2.6 million, or 37.1% to $9.5 million for the three months ended December 30, 2022 compared to $6.9 million for the three months ended December 24, 2021.

The increase is primarily due to increased interest rates on our Senior Secured Term Loan Facility.

Other (income) and expense, net

Other (income) and expense, net decreased to $0.0 million other expense for the three months ended December 30, 2022 compared to $0.3 million other income for the three months ended December 24, 2021.

Income tax expense

The Company ’ s income tax rate decreased to 25.7% for the three months ended June 24, 2022 compared to 26.0% for the three months ended June 25, 2021.

The decrease in the current period effective tax rate was primarily driven by the prior year one-time tax expense from the deferred remeasurement of our UK subsidiaries due to the enactment of the Finance Act of 2021 which, among other things, changed the UK corporate tax rate from 19% to 25%.

The Company ’ s income tax rate increased to 21.9% for the three months ended December 30, 2022 compared to 21.8% for the three months ended December 24, 2021.

The increase in the current period effective tax rate was driven by a decrease in the excess tax benefit associated with stock compensation offset by a decrease in state tax expense.

SEGMENT RESULTS

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Three months ended

(in thousands) June 24, 2022 June 25, 2021 Change % Change

(in thousands) December 30, 2022 December 24, 2021 Change % Change

Net sales $ 638,705 $ 641,683 $ (2,978) (0.5) %

1 unchanged sentence

Adjusted EBITDA margin 38.2 % 43.6 %

Volume (6.2) %

Average selling prices (11.2) %

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Acquisitions 9.3 %

Other (0.2) %

Net sales (0.5) %

Net sales increased by $160.4 million, or 24.3%, to $821.6 million for the three months ended June 24, 2022 compared to $661.2 million for the three months ended June 25, 2021.

The increase in net sales is primarily attributed to increased average selling prices of $200.1 million which were mostly driven by the PVC pipe and conduit product category and increased net sales of $6.9 million from companies acquired during fiscal 2021 and fiscal 2022.

These increases are offset by decreased sales volume of $41.2 million across varying product categories.

Pricing for PVC products, as well as other parts of the business, is expected to return to more normal historical levels over time, but that time is uncertain.

Net sales decreased by $3.0 million, or 0.5%, to $638.7 million for the three months ended December 30, 2022 compared to $641.7 million for the three months ended December 24, 2021.

The decrease in net sales is primarily attributed to decreased average selling prices of $66.7 million and the unfavorable impact of foreign exchange rates of $7.6 million.

These decreases were partially offset by increased net sales of $55.2 million from companies acquired during fiscal 2022 and fiscal 2023 and increased sales volume of $17.5 million, primarily in the metal electrical conduit and fittings and electrical cable and flexible conduit product lines.

Adjusted EBITDA

Adjusted EBITDA for the three months ended June 24, 2022 increased by $83.6 million, or 31.2%, to $351.5 million from $267.8 million for the three months ended June 25, 2021.

Adjusted EBITDA margins increased to 42.8% for the three months ended June 24, 2022 compared to 40.5% for the three months ended June 25, 2021.

The increase in Adjusted EBITDA and Adjusted EBITDA margins was largely due to higher average selling prices over input costs.

Adjusted EBITDA for the three months ended December 30, 2022 decreased by $35.7 million, or 12.8%, to $243.8 million from $279.5 million for the three months ended December 24, 2021.

Adjusted EBITDA margins decreased to 38.2% for the three months ended December 30, 2022 compared to 43.6% for the three months ended December 24, 2021.

The decrease in Adjusted EBITDA and Adjusted EBITDA margins was largely due to lower average selling prices over input costs.

Safety & Infrastructure

Three months ended

(in thousands) June 24, 2022 June 25, 2021 Change % Change

Net sales $ 241,909 $ 193,492 $ 48,417 25.0 %

Adjusted EBITDA $ 45,669 $ 22,365 $ 23,304 104.2 %

Adjusted EBITDA margin 18.9 % 11.6 %

Volume (1.4) %

Average selling prices 22.7 %

Acquisitions 3.6 %

Net sales 25.0 %

Net sales increased by $48.4 million, or 25.0%, for the three months ended June 24, 2022 to $241.9 million compared to $193.5 million for the three months ended June 25, 2021.

The increase is primarily attributed to increased average selling prices of $43.9 million driven by higher input costs of steel and increased net sales of $6.9 million from companies acquired during fiscal 2022 partially offset by lower volumes of $2.8 million primarily across various steel product categories.

Adjusted EBITDA

Adjusted EBITDA increased by $23.3 million, or 104.2%, to $45.7 million for the three months ended June 24, 2022 compared to $22.4 million for the three months ended June 25, 2021.

Adjusted EBITDA margins increased to 18.9% for the three months ended June 24, 2022 compared to 11.6% for the three months ended June 25, 2021.

The Adjusted EBITDA increase is primarily due to higher average prices over input costs.

The consolidated results of operations for the nine months ended June 24, 2022 and June 25, 2021 were as follows:

Nine months ended

(in thousands) June 24, 2022 June 25, 2021 Change % Change

Net sales $ 2,884,963 $ 2,004,283 $ 880,680 43.9 %

Cost of sales 1,659,416 1,235,970 423,446 34.3 %

Gross profit 1,225,547 768,313 457,234 59.5 %

Selling, general and administrative 263,020 210,250 52,770 25.1 %

Intangible asset amortization 25,554 25,063 491 2.0 %

Operating income 936,973 533,000 403,973 75.8 %

Interest expense, net 21,676 24,760 (3,084) (12.5) %

Loss on extinguishment of debt — 4,202 (4,202) 100.0 %

Other income, net (964) (8,180) 7,216 (88.2) %

Income before income taxes 916,261 512,218 404,043 78.9 %

Income tax expense 223,630 126,922 96,708 76.2 %

Net income $ 692,631 $ 385,296 $ 307,335 79.8 %

Volume (5.1) %

Average selling prices 47.4 %

Foreign exchange (0.4) %

Acquisitions 1.9 %

Net sales 43.9 %

Net sales increased by $880.7 million, or 43.9%, to $2,885.0 million for the nine months ended June 24, 2022, compared to $2,004.3 million for the nine months ended June 25, 2021.

The increase in net sales is primarily attributed to increased average selling prices of $950.8 million which were mostly driven by the PVC pipe and conduit product category within the Electrical segment and increased net sales of $39.1 million from companies acquired during fiscal 2021 and fiscal 2022.

These increases are offset by decreased sales volume of $103.1 million across varying product categories within both the Electrical and the Safety & Infrastructure segments.

Pricing for PVC products, as well as other parts of the business, are expected to return to more normal historical levels over time, but that time is uncertain.

Cost of sales

Volume (4.8) %

Average input costs 33.6 %

Foreign exchange (0.7) %

Acquisitions 2.0 %

Cost of sales 34.3 %

Cost of sales increased by $423.4 million, or 34.3% to $1,659.4 million for the nine months ended June 24, 2022 compared to $1,236.0 million for the nine months ended June 25, 2021.

The increase in cost of sales was primarily due to higher input costs for steel, copper and resin of $414.8 million and recent acquisitions in fiscal 2021 and fiscal 2022 of $25.2 million, partially offset by lower sales volume of $59.6 million across varying product categories within both the Electrical and the Safety & Infrastructure segments.

Selling, general and administrative

Selling, general and administrative expenses increased by $52.8 million, or 25.1% to $263.0 million for the nine months ended June 24, 2022 compared to $210.3 million for the nine months ended June 25, 2021.

The increase was primarily due to higher sales commission expense of $19.7 million, increased general spending on business improvement initiatives of $18.2 million, transaction costs of $3.3 million, higher variable compensation of $5.5 million, and recent acquisitions in fiscal 2021 and 2022 of $2.6 million.

The remaining increase of $3.5 million is spread across a variety of other spend categories.

Intangible asset amortization

Intangible asset amortization expense increased to $25.6 million for the nine months ended June 24, 2022 compared to $25.1 million for the nine months ended June 25, 2021.

The increase in intangible asset amortization was driven by the acquisition of definite-lived intangible assets in fiscal 2022.

Interest expense, net

Interest expense, net, decreased by $3.1 million, or 12.5% to $21.7 million for the nine months ended June 24, 2022 compared to $24.8 million for the nine months ended June 25, 2021.

The decrease is primarily due to the Company ’ s principal prepayments in fiscal 2020 and 2021, resulting in a lower principal balance in fiscal 2021 from which interest expense was derived.

Other income, net

Other income, net decreased to $1.0 million for the nine months ended June 24, 2022 compared to $8.2 million for the nine months ended June 25, 2021.

The decrease was primarily due to a $6.0 million business interruption insurance recovery in fiscal 2021 from a flood at one of the Company’s manufacturing facilities.

Income tax expense

The Company ’ s income tax rate decreased to 24.4% for the nine months ended June 24, 2022 compared to 24.8% for the nine months ended June 25, 2021.

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

SEGMENT RESULTS

Nine months ended

(in thousands) June 24, 2022 June 25, 2021 Change % Change

Net sales $ 2,220,482 $ 1,535,808 $ 684,674 44.6 %

Adjusted EBITDA $ 961,983 $ 589,923 $ 372,060 63.1 %

Adjusted EBITDA margin 43.3 % 38.4 %

Volume (4.1) %

Average selling prices 47.5 %

Foreign exchange (0.5) %

Acquisitions 1.7 %

Net sales 44.6 %

Net sales increased by $684.7 million, or 44.6%, to $2,220.5 million for the nine months ended June 24, 2022 compared to $1,535.8 million for the nine months ended June 25, 2021.

The increase in net sales is primarily attributed to increased average selling prices of $729.5 million which were mostly driven by the PVC pipe and conduit product category and increased net sales of $26.7 million from companies acquired during fiscal 2021 and fiscal 2022.

These increases were partially offset by decreased sales volume of $64.0 million.

Pricing for PVC products, as well as other parts of the business, are expected to return to more normal historical levels over time, but that time is uncertain.

Adjusted EBITDA

Adjusted EBITDA for the nine months ended June 24, 2022 increased by $372.1 million, or 63.1%, to $962.0 million from $589.9 million for the nine months ended June 25, 2021.

Adjusted EBITDA margins increased to 43.3% for the nine months ended June 24, 2022 compared to 38.4% for the nine months ended June 25, 2021.

The increase in Adjusted EBITDA and Adjusted EBITDA margins was largely due to higher average selling prices in relation to changes in input costs, and contributions from acquisitions.

Safety & Infrastructure

Nine months ended

(in thousands) June 24, 2022 June 25, 2021 Change % Change

(in thousands) December 30, 2022 December 24, 2021 Change % Change

Net sales $ 195,259 $ 200,510 $ (5,251) (2.6) %

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Net sales (2.6) %

Net sales increased by $195.7 million, or 41.6%, for the nine months ended June 24, 2022 to $666.7 million compared to $471.0 million for the nine months ended June 25, 2021.

The increase is primarily attributed to increased average selling prices of $221.3 million primarily driven by higher input costs and increased net sales of $12.5 million from companies acquired during fiscal 2022 partially offset by lower volumes of $39.2 million primarily across various steel product categories.

Net sales decreased by $5.3 million, or 2.6%, for the three months ended December 30, 2022 to $195.3 million compared to $200.5 million for the three months ended December 24, 2021.

The decrease is primarily attributed to decreased average selling prices of $41.6 million driven by lower input costs of steel partially offset by higher volumes of $28.1 million, primarily in the construction and metal framing product lines, and increased net sales of $6.1 million from companies acquired during fiscal 2022.

Adjusted EBITDA

Adjusted EBITDA increased $49.2 million, or 93.2%, to $102.0 million for the nine months ended June 24, 2022 compared to $52.8 million for the nine months ended June 25, 2021.

Adjusted EBITDA margins increased to 15.3% for the nine months ended June 24, 2022 compared to 11.2% for the nine months ended June 25, 2021.

The Adjusted EBITDA increase is primarily due to higher average prices over input costs.

Adjusted EBITDA increased by $6.0 million, or 21.8%, to $33.4 million for the three months ended December 30, 2022 compared to $27.4 million for the three months ended December 24, 2021.

Adjusted EBITDA margins increased to 17.1% for the three months ended December 30, 2022 compared to 13.7% for the three months ended December 24, 2021.

The Adjusted EBITDA increase is primarily due to average selling prices declining slower than input costs.

LIQUIDITY AND CAPITAL RESOURCES

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 $186.7 million as of June 24, 2022, of which $46.8 million was held at non-U.S.

Our cash and cash equivalents were $307.8 million as of December 30, 2022, of which $62.5 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.

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.

In general, we require cash to fund working capital investments, acquisitions, capital expenditures, debt repayment, interest payments, taxes and share repurchases.

We have access to the ABL Credit Facility to fund operational needs.

As of June 24, 2022, there were no outstanding borrowings under the ABL Credit Facility and $12.1 million of letters of credit issued under the ABL Credit Facility.

The borrowing base was estimated to be $325.0 million and approximately $312.9 million was available under the ABL Credit Facility as of June 24, 2022.

As of December 30, 2022, there were no outstanding borrowings under the ABL Credit Facility and $12.1 million of letters of credit issued under the ABL Credit Facility.

The borrowing base was estimated to be $325.0 million and approximately $312.9 million was available under the ABL Credit Facility as of December 30, 2022.

Outstanding letters of credit count as utilization of the commitments under the ABL Credit Facility and reduce the amount available for borrowings.

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AI, AII, and AIH are each holding companies, and as such have no independent operations or material assets other than ownership of equity interests in their respective subsidiaries.

On December 31, 2022, AIH merged into AII, with AII being the surviving entity.

Each company depends on its respective subsidiaries to distribute funds to it so that it may pay obligations and expenses, including satisfying obligations with respect to indebtedness.

6 unchanged sentences

The table below summarizes cash flow information derived from our statements of cash flows for the periods indicated:

Nine months ended

(in thousands) June 24, 2022 June 25, 2021

Three months ended

(in thousands) December 30, 2022 December 24, 2021

Cash flows provided by (used in):

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Operating activities

During the nine months ended June 24, 2022, the Company was provided $371.8 million by operating activities compared to $318.6 million during the nine months ended June 25, 2021.

The $53.2 million increase in cash provided was primarily due to higher cash flows from the increase in operating income of $404.0 million.

This increase in operating income was offset primarily by increased income tax impacts of $173.7 million and a $173.0 million increase in cash used in working capital primarily due to higher inventory build during the first two quarters of fiscal 2022,

During the three months ended December 30, 2022, the Company was provided $198.9 million by operating activities compared to $97.2 million during the three months ended December 24, 2021.

The $101.7 million increase in cash provided was primarily due to $81.5 million decrease in cash used in working capital primarily due to lower inventory and accounts receivable as well as $47.2 million of tax impacts, partially offset by decreased operating income.

Investing activities

During the nine months ended June 24, 2022, the Company used $336.7 million in investing activities compared to $74.3 million during the nine months ended June 25, 2021.

Cash used in acquisitions increased in fiscal 2022 by $212.2 million primarily as a result of the acquisition of United Poly in the third quarter of fiscal 2022.

During the three months ended December 30, 2022, the Company used $117.2 million in investing activities compared to $45.0 million during the three months ended December 24, 2021.

Cash used in acquisitions increased in fiscal 2022 by $46.1 million primarily as a result of the acquisition of Elite Polymer in the first quarter of fiscal 2023.

The remaining increase in cash used in investing activities was driven by $25.6 million of additional capital expenditures.

Financing Activities

During the nine months ended June 24, 2022, the Company used $421.2 million in financing activities compared to $135.4 million used during the nine months ended June 25, 2021.

The increase in cash used in financing activities is primarily due to $286.9 million more cash used to repurchase common stock during the nine months ended June 24, 2022 compared to the same period in the prior year.

During the three months ended December 30, 2022, the Company used $164.8 million in financing activities compared to $129.0 million used during the three months ended December 24, 2021.

The increase in cash used in financing activities is primarily due to $45.5 million more cash used to repurchase common stock during the three months ended December 30, 2022 compared to the same period in the prior year.

CHANGES IN CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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Forward-looking statements include, without limitation, all matters that are not historical facts.

They appear in a number of places throughout this Quarterly Report on Form 10-Q and include, without limitation, statements regarding our intentions, beliefs, assumptions or current expectations concerning, among other things, financial position;

They appear in a number of places throughout

this Quarterly Report on Form 10-Q and include, without limitation, statements regarding our intentions, beliefs, assumptions or current expectations concerning, among other things, financial position;

results of operations;

44 unchanged sentences

You should read this Quarterly Report completely and with the understanding that actual future results may be materially different from expectations.

All forward-looking statements attributable to us or persons acting on our behalf that are made in this Quarterly Report are qualified in their entirety by

these cautionary statements.

All forward-looking statements attributable to us or persons acting on our behalf that are made in this Quarterly Report are qualified in their entirety by these cautionary statements.

These forward-looking statements are made only as of the date of this Quarterly Report, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, and changes in future operating results over time or otherwise.

3 unchanged sentences

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 2. Management’s Discussion and Analysis