What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-08-08 compared with 2023-05-09 · 120 added, 93 removed, 451 unchanged (32% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended Six months ended

(in thousands, except per share data) Note March 31, 2023 March 25, 2022 March 31, 2023 March 25, 2022

Three months ended Nine months ended

(in thousands, except per share data) Note June 30, 2023 June 24, 2022 June 30, 2023 June 24, 2022

Net sales $ 919,117 $ 1,061,590 $ 2,648,872 $ 2,884,963

14 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended Six months ended

(in thousands) Note March 31, 2023 March 25, 2022 March 31, 2023 March 25, 2022

Three months ended Nine months ended

(in thousands) Note June 30, 2023 June 24, 2022 June 30, 2023 June 24, 2022

Net income $ 201,288 $ 254,313 $ 548,974 $ 692,631

6 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data) Note March 31, 2023 September 30, 2022

(in thousands, except share and per share data) Note June 30, 2023 September 30, 2022

Current Assets:

36 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended

(in thousands) Note March 31, 2023 March 25, 2022

Nine months ended

(in thousands) Note June 30, 2023 June 24, 2022

Operating activities:

50 unchanged sentences

Balance as of March 31, 2023 38,938 $ 390 $ ( 2,580 ) $ 497,810 $ 879,334 $ ( 36,159 ) $ 1,338,795

Net income — — — — 201,288 — 201,288

Other comprehensive loss — — — — — 4,536 4,536

Stock-based compensation — — — 5,966 — — 5,966

Issuance of common stock, net of shares withheld for tax 3 — — ( 155 ) — ( 155 )

Repurchase of common stock ( 1,169 ) ( 11 ) — — ( 148,312 ) — ( 148,323 )

Balance as of June 30, 2023 37,772 $ 379 $ ( 2,580 ) $ 503,621 $ 932,310 $ ( 31,623 ) $ 1,402,107

Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Equity

13 unchanged sentences

Balance as of March 25, 2022 43,879 $ 440 $ ( 2,580 ) $ 492,070 $ 565,832 $ ( 32,488 ) $ 1,023,274

Net income — — — — 254,313 — 254,313

Other comprehensive income — — — — — ( 6,534 ) ( 6,534 )

Stock-based compensation — — — 4,625 — — 4,625

Issuance of common stock 25 — — 90 — — 90

Repurchase of common stock ( 1,374 ) ( 14 ) — — ( 135,745 ) — ( 135,759 )

Balance as of June 24, 2022 42,530 $ 426 $ ( 2,580 ) $ 496,785 $ 684,400 $ ( 39,022 ) $ 1,140,009

See Notes to unaudited condensed consolidated financial statements.

35 unchanged sentences

Under the Inflation Reduction Act of 2022 (“IRA”), the Company is eligible for tax credits related to the manufacturing and selling of components used in the solar energy industry.

These tax credits are transferable under the IRA and are accounted for under a government grant accounting model.

The Company has contractual arrangements with some customers who purchase these components to transfer a portion of these tax credits to those customers.

Pursuant to such contractual arrangements, the Company identifies two separate performance obligations under these contracts with the first being to transfer the promised goods and the second being to transfer the defined portion of the tax credits earned.

These tax credits are transferable under the IRA when they meet certain criteria.

When credits do not meet the transferability criteria, the benefit is recognized within the income tax expense in accordance with ASC 740, “Income Taxes.” As a result of internal analysis during the Company’s third quarter of fiscal 2023, the Company concluded that fiscal 2023 tax credits are not transferable and corrected the accounting for solar tax credits.

As a result, the Company recognized the benefit of the fiscal 2023 tax credits in its income tax expense.

The Company has contractual arrangements with some customers who purchase credit eligible components to transfer a portion of these tax credits to those customers.

In instances where the Company has such arrangements, and the credits are not transferable, the Company may transfer the economic value of the agreed upon portion of the tax credits in a manner agreed upon between the Company and the customer.

Pursuant to such contractual arrangements, if the tax credits are eligible for transfer and will be transferred to the customer, the Company identifies two separate performance obligations under these contracts with the first being to transfer the promised goods and the second being to transfer the defined portion of the tax credits earned.

The Company allocates the total value of these transactions between the two performance obligations.

As a result of this allocation, the Company recognizes a reduction to revenue, similar to a rebate.

Separately, the Company recognizes the benefit of the credit generated as a reduction of cost of sales.

The solar tax credit receivable is recorded in Prepaid Expenses and Other Current Assets whereas the liability to transfer the defined portion of the tax credits is recorded in Other Current Liabilities.

For the six months ended March 31, 2023, the Company has recognized a reduction of revenue of $ 4,349 and a reduction of cost of sales of $ 6,010 .

As of March 31, 2023, the Company has a $ 6,209 liability for credits to be transferred and a solar tax credit receivable of $ 7,870 .

As of March 31, 2023, all activity related to the solar tax credits is within the Safety & Infrastructure segment.

When the Company does not transfer credits but instead transfers only the economic value, there is only a single performance obligation to transfer the promised goods with transfer of the economic value of the credits recognized as a reduction of revenue.

The solar tax credit receivable is recorded in Prepaid Expenses and Other Current Assets whereas the liability to transfer the defined portion of the tax credits or the economic value is recorded in Customer Liabilities.

For the nine months ended June 30, 2023, the Company has recognized a reduction of revenue of $ 15,877 for the economic value of tax credits to be transferred and a year to date benefit to income tax expense of $ 39,799 which reflected the benefit of these tax credits as part of the annual effective tax rate.

As of June 30, 2023, the Company has a $ 15,877 liability for credits to be transferred or the economic value of the credits and a solar tax credit receivable of $ 20,248 .

As of June 30, 2023, all activity related to the solar tax credits is within the Safety & Infrastructure segment.

The Company has certain arrangements that require it to estimate at the time of sale the amounts of variable consideration that should not be recorded as revenue as certain amounts are not expected to be collected from customers, as well as an estimate of the value of products to be returned.

13 unchanged sentences

Elite is a manufacturer of high density polyethylene (HDPE) conduit, primarily serving the telecommunications, utility, and transportation markets.

As a result of the acquisition, the Company preliminarily recognized $ 18,604 of goodwill, $ 68,480 of identifiable intangible assets, of which $ 68,200 relates to customer relationships with an estimated useful life of 8 years, and $ 3,146 of working capital and other net tangible assets.

As of March 31, 2023, the purchase price allocation has not been finalized as the Company is finalizing working capital, inventory, intangible assets, deferred tax assets and liabilities and fixed asset fair values.

As a result of the acquisition, the Company preliminarily recognized $ 18,604 of tax deductible goodwill, $ 68,480 of identifiable intangible assets, of which $ 68,200 relates to customer relationships with an estimated useful life of 8 years, and $ 3,146 of working capital and other net tangible assets.

As of June 30, 2023, the purchase price allocation has not been finalized as the Company is finalizing working capital, inventory, intangible assets, deferred tax assets and liabilities and fixed asset fair values.

The acquisition in fiscal 2023 was funded using cash-on-hand.

The Company incurred approximately $ 257 in acquisition-related expenses for this acquisition, which was recorded as a component of selling, general and administrative expenses.

The Company incurred approximately $ 933 in acquisition-related expenses for fiscal 2023, which was recorded as a component of selling, general and administrative expenses.

Net sales and net income of the above acquisition are included in the condensed consolidated financial statement of operations for the post-acquisition period.

4 unchanged sentences

Northwest Polymers is a leading recycler of PVC, HDPE and other plastics and a strategic supply partner to Cascade and other manufacturers.

The purchase price allocation has not been finalized as the Company is finalizing working capital, inventory, intangible assets, deferred tax assets and liabilities and fixed asset fair values.

The Company finalized the purchase price allocation of these companies in the third quarter of fiscal 2023.

On June 22, 2022, Atkore International Inc., a wholly-owned subsidiary of the Company acquired all of the outstanding stock of United Poly Systems, LLC (“United Poly”), for a purchase price of $ 227,420 .

United Poly is a manufacturer of high density polyethylene (“HDPE”) pressure pipe and conduit, primarily serving the telecommunications, water infrastructure, renewables and energy markets.

The purchase price allocation has not been finalized as the Company is finalizing working capital, inventory, intangible asset, deferred tax asset and liabilities and fixed asset fair values.

United Poly is a manufacturer of high density polyethylene (“HDPE”) pressure pipe and conduit,

primarily serving the telecommunications, water infrastructure, renewables and energy markets.

The Company finalized the purchase price allocation of United Poly in the third quarter of fiscal 2023.

On May 19, 2022, Allied Tube and Conduit Corporation, wholly-owned subsidiary of the Company acquired the assets of Talon Products, LLC (“Talon”), for a purchase price of $ 4,193 .

3 unchanged sentences

On December 21, 2021, Atkore HDPE, LLC and Allied Tube and Conduit Corporation, wholly-owned subsidiaries of the Company, acquired the assets of Four Star Industries LLC (“Four Star”), for a purchase price of $ 23,195 .

Four Star is a manufacturer of high density polyethylene (HDPE) conduit, primarily

serving the telecommunications, utility, infrastructure and datacom markets.

Four Star is a manufacturer of high density polyethylene (HDPE) conduit, primarily serving the telecommunications, utility, infrastructure and datacom markets.

The Company finalized the purchase price allocation of Four Star in the third quarter of fiscal 2022.

25 unchanged sentences

The Company estimates $ 31.1 million of the goodwill recognized by the fiscal 2022 acquisitions is deductible for tax purposes, $ 11.7 million that relates to United Poly and $ 19.4 million that relates to Cascade and Northwest Polymer.

The Company estimates Goodwill recognized from the acquisitions in fiscal 2022 consists largely of the synergies and economies of scale from integrating this company with existing businesses.

The Company estimates goodwill recognized from the acquisitions in

fiscal 2022 consists largely of the synergies and economies of scale from integrating this company with existing businesses.

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

4 unchanged sentences

Total intangible assets $ 128,840 $ 54,330

Net sales and net income of the acquired companies are included in the consolidated statement of operations for the post-acquisition period.

Due to the immaterial nature of the acquisitions acquired in the first quarter of fiscal 2022, the Company did not include the pro forma results of operations for these acquisitions for the current period or the previous interim period.

The following table presents unaudited pro forma results of operations for the Company and all companies acquired in fiscal 2022 as if those acquisitions had occurred on October 1, 2021.

The results presented below are for the three and nine months ended:

Three months ended Nine months ended

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

Pro forma net sales $ 1,096,866 $ 2,992,265

Pro forma net income 256,356 696,012

The pro forma condensed financial information is presented for illustrative purposes only and does not indicate the actual financial results of the Company if the closing of the acquisitions in the current year had been completed on October 1, 2021, nor is it indicative of the results of operations in future periods.

Included in the unaudited pro forma financial information for the three and nine months ended June 24, 2022 were pro forma adjustments to reflect the results of operations of the acquisitions in the current year as though those acquisitions were completed as of the beginning of October 1, 2021, as well as the impact of amortizing certain acquisition accounting adjustments such as amortizable intangible assets.

The pro forma financial information neither indicates the impact of possible business model changes nor considers any potential impact of current market conditions, expense efficiencies or other factors.

POSTRETIREMENT BENEFITS

2 unchanged sentences

The net periodic benefit credit was as follows:

Three months ended Six months ended

(in thousands) Note March 31, 2023 March 25, 2022 March 31, 2023 March 25, 2022

Three months ended Nine months ended

(in thousands) Note June 30, 2023 June 24, 2022 June 30, 2023 June 24, 2022

Interest cost $ 1,294 $ 739 $ 3,882 $ 2,218

4 unchanged sentences

Other (income) and expense, net consisted of the following:

Three months ended Six months ended

(in thousands) March 31, 2023 March 25, 2022 March 31, 2023 March 25, 2022

Three months ended Nine months ended

(in thousands) June 30, 2023 June 24, 2022 June 30, 2023 June 24, 2022

Undesignated foreign currency derivative instruments $ — $ ( 2,662 ) $ — $ ( 3,472 )

3 unchanged sentences

Other (income) and expense, net $ 3,689 $ 150 $ 7,588 $ ( 964 )

The Company recognized an impairment of $ 3,658 on assets related to the Company’s operations in Russia.

As of March 31, 2023, the Company is finalizing plans to exit its operations in Russia and expects to sell the related business at a loss, which resulted in the impairment charge taken during the quarter.

For the three months ended March 31, 2023 and March 25, 2022, the Company’s effective tax rate attributable to income before income taxes was 23.5 % and 25.2 %, respectively.

For the three months ended March 31, 2023 and March 25, 2022, the Company’s income tax expense was $ 53,364 and $ 78,613 respectively.

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

For the six months ended March 31, 2023 and March 25, 2022, the Company’s effective tax rate attributable to income before income taxes was 22.7 % and 23.6 %, respectively.

For the six months ended March 31, 2023 and March 25, 2022, the Company’s income tax expense was $ 101,923 and $ 135,588 respectively.

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

The Company recognized an impairment of $ 3,919 on assets related to the Company’s operations in Russia for the three months ended June 30, 2023 and cumulative impairment of $ 7,577 for those same operations for the nine months ended June 30, 2023.

As of June 30, 2023, the Company is finalizing plans to exit its operations in Russia and expects to sell the related business at a loss, which resulted in the impairment charge taken during the quarter.

For the three months ended June 30, 2023 and June 24, 2022, the Company’s effective tax rate attributable to income before income taxes was 8.6 % and 25.7 %, respectively.

For the three months ended June 30, 2023 and June 24, 2022, the Company’s income tax expense was $ 18,931 and $ 88,041 respectively.

The decrease in the current period effective tax rate was driven by the benefit related to solar energy tax credits enacted as part of the IRA.

For the nine months ended June 30, 2023 and June 24, 2022, the Company’s effective tax rate attributable to income before income taxes was 18.0 % and 24.4 %, respectively.

For the nine months ended June 30, 2023 and June 24, 2022, the Company’s income tax expense was $ 120,854 and $ 223,630 respectively.

The decrease in the current period effective tax rate was driven by the benefit related to solar energy tax credits enacted as part of the IRA.

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

2 unchanged sentences

The amount of the deferred tax assets considered realizable is subject to adjustment in future periods.

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law.

On August 16, 2022, IRA was enacted into law.

The IRA contains significant tax law changes, including a corporate alternative minimum tax of 15% on adjusted financial statement income, which if applicable for the Company would be effective beginning October 1, 2023, a 1% excise tax on stock repurchases and various tax incentives which include, but are not limited to, credits related to the manufacturing of solar powered energy, both of which have taken effect as of January 1, 2023.

The Company is eligible for an $0.87 per kilogram credit on torque tubes manufactured and sold after the effective date.

The Company recognized a year to date $ 39,799 benefit in its income tax expense in the third quarter of fiscal 2023 which reflected the benefit of these credits as part of the annual effective tax rate.

This benefit included the value of the credit generated and other tax benefits derived from the accounting treatment described in Note 2, “Revenue from Contracts with Customers”.

EARNINGS PER SHARE

5 unchanged sentences

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 31, 2023 March 25, 2022 March 31, 2023 March 25, 2022

Three months ended Nine months ended

(in thousands, except per share data) June 30, 2023 June 24, 2022 June 30, 2023 June 24, 2022

Net income $ 201,288 $ 254,313 $ 548,974 $ 692,631

9 unchanged sentences

(1) Stock options to purchase shares of common stock that would have been anti-dilutive are not included in the calculation.

There were no anti-dilutive options outstanding during the three months ended March 31, 2023 and March 25, 2022.

Additionally, there were no anti-dilutive options outstanding during the six months ended March 31, 2023 and March 25, 2022, respectively.

There were no anti-dilutive options outstanding during the three months ended June 30, 2023 and June 24, 2022.

Additionally, there were no anti-dilutive options outstanding during the nine months ended June 30, 2023 and June 24, 2022, respectively.

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables present the changes in accumulated other comprehensive loss by component for the three months ended March 31, 2023 and March 25, 2022.

The following tables present the changes in accumulated other comprehensive loss by component for the three months ended June 30, 2023 and June 24, 2022.

(in thousands) Defined Benefit

1 unchanged sentence

Adjustments Total

Balance as of December 30, 2022 $ ( 16,733 ) $ ( 22,089 ) $ ( 38,822 )

Balance as of March 31, 2023 $ ( 16,532 ) $ ( 19,627 ) $ ( 36,159 )

Other comprehensive loss before reclassifications — 4,404 4,404

2 unchanged sentences

Net current period other comprehensive income (loss) 132 4,404 4,536

Balance as of March 31, 2023 $ ( 16,532 ) $ ( 19,627 ) $ ( 36,159 )

Balance as of June 30, 2023 $ ( 16,400 ) $ ( 15,223 ) $ ( 31,623 )

(in thousands) Defined Benefit

1 unchanged sentence

Adjustments Total

Balance as of December 24, 2021 $ ( 19,193 ) $ ( 10,866 ) $ ( 30,059 )

Balance as of March 25, 2022 $ ( 19,068 ) $ ( 13,420 ) $ ( 32,488 )

Other comprehensive income before reclassifications — ( 6,657 ) ( 6,657 )

2 unchanged sentences

Net current period other comprehensive income 123 ( 6,657 ) ( 6,534 )

Balance as of March 25, 2022 $ ( 19,068 ) $ ( 13,420 ) $ ( 32,488 )

The following tables present the changes in accumulated other comprehensive loss by component for the six months ended March 31, 2023 and March 25, 2022.

Balance as of June 24, 2022 $ ( 18,945 ) $ ( 20,077 ) $ ( 39,022 )

The following tables present the changes in accumulated other comprehensive loss by component for the nine months ended June 30, 2023 and June 24, 2022.

(in thousands) Defined Benefit

6 unchanged sentences

Net current period other comprehensive income (loss) 395 18,128 18,523

Balance as of March 31, 2023 $ ( 16,532 ) $ ( 19,627 ) $ ( 36,159 )

Balance as of June 30, 2023 $ ( 16,400 ) $ ( 15,223 ) $ ( 31,623 )

(in thousands) Defined Benefit

6 unchanged sentences

Net current period other comprehensive income 373 ( 10,669 ) ( 10,296 )

Balance as of March 25, 2022 $ ( 19,068 ) $ ( 13,420 ) $ ( 32,488 )

Balance as of June 24, 2022 $ ( 18,945 ) $ ( 20,077 ) $ ( 39,022 )

INVENTORIES, NET

A majority of the Company ’ s inventories are recorded at the lower of cost (primarily last in, first out, or “ LIFO ” ) or market or net realizable value, as applicable.

Approximately 81 % and 82 % of the Company ’ s inventories were valued at the lower of LIFO cost or market at March 31, 2023 and September 30, 2022, respectively.

Interim LIFO determinations, including those at March 31, 2023, are based on management ’ s estimates of future inventory levels and costs for the remainder of the current fiscal year.

(in thousands) March 31, 2023 September 30, 2022

Approximately 83 % and 82 % of the Company ’ s inventories were valued at the lower of LIFO cost or market at June 30, 2023 and September 30, 2022, respectively.

Interim LIFO determinations, including those at June 30, 2023, are based on management ’ s estimates of future inventory levels and costs for the remainder of the current fiscal year.

(in thousands) June 30, 2023 September 30, 2022

Purchased materials and manufactured parts, net $ 205,799 $ 166,038

2 unchanged sentences

Inventories, net $ 468,035 $ 454,511

Total inventories would be $ 20,883 higher and $ 64,550 higher than reported as of March 31, 2023 and September 30, 2022, respectively, if the first-in, first-out method was used for all inventories.

As of March 31, 2023, and September 30, 2022, the excess and obsolete inventory reserve was $ 21,070 and $ 18,996 , respectively.

Total inventories would be $ 39,177 higher and $ 64,550 higher than reported as of June 30, 2023 and September 30, 2022, respectively, if the first-in, first-out method was used for all inventories.

As of June 30, 2023, and September 30, 2022, the excess and obsolete inventory reserve was $ 27,422 and $ 18,996 , respectively.

PROPERTY, PLANT AND EQUIPMENT

As of March 31, 2023, and September 30, 2022, property, plant and equipment and accumulated depreciation were as follows:

(in thousands) March 31, 2023 September 30, 2022

As of June 30, 2023, and September 30, 2022, property, plant and equipment and accumulated depreciation were as follows:

(in thousands) June 30, 2023 September 30, 2022

Land $ 29,224 $ 22,113

7 unchanged sentences

Property, plant and equipment, net $ 481,714 $ 390,220

Depreciation expense for the three months ended March 31, 2023 and March 25, 2022 totaled $ 13,808 and $ 11,293 respectively.

Depreciation expense for the six months ended March 31, 2023 and March 25, 2022 totaled $ 26,980 and $ 23,110 respectively.

Depreciation expense for the three months ended June 30, 2023 and June 24, 2022 totaled $ 14,913 and $ 11,804 respectively.

Depreciation expense for the nine months ended June 30, 2023 and June 24, 2022 totaled $ 41,893 and $ 34,914 respectively.

GOODWILL AND INTANGIBLE ASSETS

4 unchanged sentences

Impairment ( 1,721 ) — ( 1,721 )

Other purchase accounting adjustments 1,989 — 1,989

Exchange rate effects 4,311 214 4,525

Balance as of March 31, 2023 $ 257,978 $ 52,708 $ 310,686

Goodwill balances as of March 31, 2023 included $ 5,695 and $ 43,000 of accumulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively.

Balance as of June 30, 2023 $ 259,891 $ 52,850 $ 312,741

Goodwill balances as of June 30, 2023 included $ 5,645 and $ 43,000 of accumulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively.

As described in Note 5, “Other (Income) and Expense, net”, the Company is finalizing plans to exit operations in Russia and expects to sell the related business at a loss.

The Company recognized an impairment of $ 3,658 , which includes $ 1,771 of impaired goodwill that was allocated from the reporting unit on a relative fair value basis.

The Compan y recognized an impairment of $ 7,577 for the nine months ended June 30, 2023, which includes $ 1,721 o f impaired goodwill that was allocated from the reporting unit on a relative fair value basis.

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.

1 unchanged sentence

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

March 31, 2023 September 30, 2022

June 30, 2023 September 30, 2022

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

7 unchanged sentences

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

Amortization expense for the three months ended March 31, 2023 and March 25, 2022 was $ 14,790 and $ 8,701 , respectively.

Amortization expense for the six months ended March 31, 2023 and March 25, 2022 was $ 27,586 and $ 16,930 , respectively.

Amortization expense for the three months ended June 30, 2023 and June 24, 2022 was $ 15,192 and $ 8,624 , respectively.

Amortization expense for the nine months ended June 30, 2023 and June 24, 2022 was $ 42,778 and $ 25,554 , respectively.

Expected amortization expense for intangible assets for the remainder of fiscal 2023 and over the next five years and thereafter is as follows:

3 unchanged sentences

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

Debt as of March 31, 2023 and September 30, 2022 was as follows:

(in thousands) March 31, 2023 September 30, 2022

Debt as of June 30, 2023 and September 30, 2022 was as follows:

(in thousands) June 30, 2023 September 30, 2022

Senior Secured Term Loan Facility due May 26, 2028 $ 371,595 $ 371,381

3 unchanged sentences

The asset-based credit facility (the “ ABL Credit Facility ” ) has aggregate commitments of $ 325,000 .

AII is the borrower under the ABL Credit Facility which is guaranteed by the Company and all other subsidiaries of the Company (other than AII) that are guarantors of the Senior Notes.

AII ’ s availability under the ABL Credit Facility was $ 322,406 as of March 31, 2023 and $ 312,905 as of September 30, 2022.

AII is the borrower under the ABL Credit Facility which is guaranteed by the Company and all other

subsidiaries of the Company (other than AII) that are guarantors of the Senior Notes.

AII ’ s availability under the ABL Credit Facility was $ 322,406 as of June 30, 2023 and $ 312,905 as of September 30, 2022.

New Senior Secured Term Loan Facility - On May 26, 2021, the Company entered into a new $ 400.0 million senior secured term loan facility (the “New Senior Secured Term Loan Facility”).

16 unchanged sentences

Short-term forward currency contracts are recorded in either other current assets or other current liabilities and long-term forward currency contracts are recorded in either other long-term assets or other long-term liabilities in the condensed consolidated balance sheet.

The fair value gains and losses are included in other (income) and expense, net within the condensed consolidated statements of operations.

The fair value gains and losses are included in other (income) and expense,

net within the condensed consolidated statements of operations.

See Note 5, “Other (Income) and Expense, net” for further detail.

1 unchanged sentence

The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles.

The Company had no active forward currency contracts or other derivative instruments as of March 31, 2023 or September 30, 2022, with the last such contract having expired in the third quarter of fiscal 2022.

The Company had no active forward currency contracts or other derivative instruments as of June 30, 2023 or September 30, 2022, with the last such contract having expired in the third quarter of fiscal 2022.

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

March 31, 2023 September 30, 2022

June 30, 2023 September 30, 2022

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

2 unchanged sentences

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

March 31, 2023 September 30, 2022

June 30, 2023 September 30, 2022

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

6 unchanged sentences

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

As of March 31, 2023, such obligations were $ 243,801 for the rest of fiscal year 2023 and $ 10,463 for fiscal year 2024 and beyond.

As of June 30, 2023, such obligations were $ 203,675 for the rest of fiscal year 2023 and $ 10,867 for fiscal year 2024 and beyond.

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

13 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 $ 2,594 supporting workers ’ compensation and general liability insurance policies as of March 31, 2023.

The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $ 26,394 as of March 31, 2023.

The Company had outstanding letters of credit totaling $ 2,594 supporting workers ’ compensation and general liability insurance policies as of June 30, 2023.

The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $ 35,812 as of June 30, 2023.

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.

The Company does not have the ability to estimate the potential liability from such indemnities because they relate to unknown conditions.

However, the Company has no

reason to believe that these uncertainties would have a material adverse effect on the Company ’ s business, financial condition, results of operations or cash flows.

However, the Company has no reason to believe that these uncertainties would have a material adverse effect on the Company ’ s business, financial condition, results of operations or cash flows.

In the normal course of business, the Company is liable for product performance and contract completion.

3 unchanged sentences

This segment serves contractors in partnership with the electrical wholesale channel.

The Safety & Infrastructure segment designs and manufactures solutions including metal framing, mechanical pipe, perimeter security and cable management for the protection and reliability of critical infrastructure.

The Safety & Infrastructure segment designs and manufactures solutions including metal framing, mechanical pipe, perimeter security and cable management for the protection and reliability of critical

infrastructure.

These solutions are marketed to contractors, original equipment manufacturers and end users.

9 unchanged sentences

Three months ended

March 31, 2023 March 25, 2022

June 30, 2023 June 24, 2022

(in thousands) External Net Sales Intersegment Sales Adjusted EBITDA External Net Sales Intersegment Sales Adjusted EBITDA

3 unchanged sentences

Consolidated operations $ 919,117 $ — $ 1,061,590 $ —

Six months ended

March 31, 2023 March 25, 2022

Nine months ended

June 30, 2023 June 24, 2022

(in thousands) External Net Sales Intersegment Sales Adjusted EBITDA External Net Sales Intersegment Sales Adjusted EBITDA

4 unchanged sentences

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

Three months ended Six months ended

(in thousands) March 31, 2023 March 25, 2022 March 31, 2023 March 25, 2022

Three months ended Nine months ended

(in thousands) June 30, 2023 June 24, 2022 June 30, 2023 June 24, 2022

Operating segment Adjusted EBITDA

11 unchanged sentences

loss on assets held for sale, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, and restructuring charges.

The Company ’ s net sales by geography were as follows for the three months ended and the six months ended March 31, 2023 and March 25, 2022:

Three months ended Six months ended

(in thousands) March 31, 2023 March 25, 2022 March 31, 2023 March 25, 2022

The Company ’ s net sales by geography were as follows for the three months ended and the nine months ended June 30, 2023 and June 24, 2022:

Three months ended Nine months ended

(in thousands) June 30, 2023 June 24, 2022 June 30, 2023 June 24, 2022

United States $ 824,356 $ 961,954 $ 2,374,005 $ 2,614,937

3 unchanged sentences

Total $ 919,117 $ 1,061,590 $ 2,648,872 $ 2,884,963

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 three months ended and the six months ended March 31, 2023 and March 25, 2022:

Three months ended Six months ended

(in thousands) March 31, 2023 March 25, 2022 March 31, 2023 March 25, 2022

Three months ended Nine months ended

(in thousands) June 30, 2023 June 24, 2022 June 30, 2023 June 24, 2022

Metal Electrical Conduit and Fittings $ 148,439 $ 181,196 $ 387,919 $ 484,122

7 unchanged sentences

Net sales $ 919,117 $ 1,061,590 $ 2,648,872 $ 2,884,963

SUBSEQUENT EVENTS

Subsequent to quarter end, the Company has repurchased 0.8 million shares at a cost of $ 102.5 million as of May 9, 2023.

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