What changed in this filing

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Item 1. Financial Statements

2025-05-06 compared with 2025-02-04 · 208 added, 105 removed, 358 unchanged (47% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended

(in thousands, except per share data) Note December 27, 2024 December 29, 2023

Three months ended Six months ended

(in thousands, except per share data) Note March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Net sales $ 701,725 $ 792,911 $ 1,363,322 $ 1,591,392

3 unchanged sentences

Intangible asset amortization 12 10,166 14,221 21,864 28,688

Operating income 67,938 175,458

Asset impairment charges 14 127,733 — 127,733 —

Operating (loss) income ( 51,822 ) 178,810 16,116 354,267

Interest expense, net 8,261 8,321 16,470 16,114

Other expense, net 6 6,426 730 7,559 742

Income before income taxes 58,596 167,653

Income tax expense 6 12,260 29,272

Net income $ 46,336 $ 138,381

Net income per share

(Loss) income before income taxes ( 66,509 ) 169,759 ( 7,913 ) 337,411

Income tax (benefit) expense 7 ( 16,452 ) 31,804 ( 4,193 ) 61,076

Net (loss) income $ ( 50,057 ) $ 137,955 $ ( 3,720 ) $ 276,335

Net (loss) income per share

Basic 8 $ ( 1.47 ) $ 3.71 $ ( 0.11 ) $ 7.37

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended

(in thousands) Note December 27, 2024 December 29, 2023

Net income $ 46,336 $ 138,381

Other comprehensive income, net of tax:

Three months ended Six months ended

(in thousands) Note March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Net (loss) income $ ( 50,057 ) $ 137,955 $ ( 3,720 ) $ 276,335

Other comprehensive (loss) income, net of tax:

Change in foreign currency translation adjustment 6,666 ( 4,925 ) ( 10,866 ) 4,802

Change in unrecognized loss related to pension benefit plans 5 41 53 83 106

Total other comprehensive income 8 ( 17,490 ) 9,780

Comprehensive income $ 28,846 $ 148,161

Total other comprehensive (loss) income 9 6,707 ( 4,872 ) ( 10,783 ) 4,908

Comprehensive (loss) income $ ( 43,350 ) $ 133,083 $ ( 14,503 ) $ 281,243

See Notes to unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data) Note December 27, 2024 September 30, 2024

(in thousands, except share and per share data) Note March 28, 2025 September 30, 2024

Current Assets:

26 unchanged sentences

Total Liabilities 1,449,209 1,481,503

Common stock, $ 0.01 par value, 1,000,000,000 shares authorized, 34,398,716 and 34,859,033 shares issued and outstanding, respectively

Common stock, $ 0.01 par value, 1,000,000,000 shares authorized, 33,651,162 and 34,859,033 shares issued and outstanding as of March 28, 2025 and September 30, 2024, respectively

Additional paid-in capital 517,228 509,254

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended

(in thousands) Note December 27, 2024 December 29, 2023

Six months ended

(in thousands) Note March 28, 2025 March 29, 2024

Operating activities:

Net income $ 46,336 $ 138,381

Adjustments to reconcile net income to net cash provided by operating activities:

Net (loss) income $ ( 3,720 ) $ 276,335

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization 58,571 58,475

Deferred income taxes 7 ( 33,428 ) ( 2,613 )

Asset impairment charges 14 127,733 —

Loss on sale of business 4 6,101 —

Stock-based compensation 13,810 9,785

Amortization of right-of-use assets 16,412 13,442

(Gain) loss on disposal of property, plant and equipment — ( 471 )

Other non-cash adjustments to net income ( 42 ) 5,743

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Capital expenditures ( 63,635 ) ( 73,546 )

Proceeds from sale of a business 4 6,711 —

Proceeds from sale of properties and equipment 7,132 548

Proceeds from insurance claims

Acquisition of businesses, net of cash acquired 3 — ( 5,973 )

Other, net 158 —

Net cash used in investing activities ( 48,022 ) ( 78,971 )

4 unchanged sentences

Dividends paid to shareholders ( 21,989 ) ( 11,719 )

Net cash used for financing activities ( 67,668 ) ( 118,154 )

Net cash used in financing activities ( 129,213 ) ( 187,529 )

Effects of foreign exchange rate changes on cash and cash equivalents ( 4,706 ) 1,113

2 unchanged sentences

Cash and cash equivalents at end of period $ 330,385 $ 368,050

See Notes to unaudited condensed consolidated financial statements.

Six months ended

March 28, 2025 March 29, 2024

Supplementary Cash Flow Information

1 unchanged sentence

Operating lease right-of-use assets obtained in exchange for lease liabilities $ 2,766 $ 37,039

See Notes to unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

3 unchanged sentences

Net income — — — 46,336 — 46,336

Other comprehensive Income — — — — ( 17,490 ) ( 17,490 )

Other comprehensive loss — — — — ( 17,490 ) ( 17,490 )

Stock-based compensation — — 6,097 — — 6,097

3 unchanged sentences

Balance as of December 27, 2024 34,398 $ 345 $ 509,487 $ 1,034,100 $ ( 36,584 ) $ 1,507,348

Net loss — — — ( 50,057 ) — ( 50,057 )

Other comprehensive income — — — — 6,707 6,707

Stock-based compensation — — 7,713 — — 7,713

Issuance of common stock, net of shares withheld for tax 15 — 28 — — 28

Repurchase of common stock ( 763 ) ( 8 ) — ( 50,443 ) — ( 50,451 )

Dividends declared — — — ( 10,868 ) — ( 10,868 )

Balance as of March 28, 2025 33,650 $ 337 $ 517,228 $ 922,732 $ ( 29,877 ) $ 1,410,420

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

7 unchanged sentences

Balance as of December 29, 2023 36,905 $ 370 $ 490,238 $ 1,035,897 $ ( 24,160 ) $ 1,502,345

Net income — — — 137,955 — 137,955

Other comprehensive loss — — — — ( 4,872 ) ( 4,872 )

Stock-based compensation — — 5,028 — — 5,028

Issuance of common stock, net of shares withheld for tax 118 1 2,385 — — 2,386

Repurchase of common stock ( 389 ) ( 4 ) — ( 59,223 ) — ( 59,227 )

Dividends declared — — — ( 11,719 ) — ( 11,719 )

Balance as of March 29, 2024 36,634 $ 367 $ 497,651 $ 1,102,910 $ ( 29,032 ) $ 1,571,896

See Notes to unaudited condensed consolidated financial statements.

6 unchanged sentences

Atkore was incorporated in the State of Delaware on November 4, 2010 under the name Atkore International Group, Inc.

As of December 20, 2022, Atkore was the sole stockholder of Atkore International Holdings Inc.

( “ AIH ” ), which in turn was the sole stockholder of Atkore International Inc.

On December 28, 2022, AIH merged into AII, with AII being the surviving entity.

Accordingly, Atkore is now the sole stockholder of AII.

and changed its name to Atkore Inc.

on February 16, 2021.

As of March 28, 2025, Atkore was the sole stockholder of Atkore International Inc.

The Electrical segment manufactures high quality products used in the construction of electrical power systems including conduit, cable, and installation accessories.

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Basis of Presentation — The accompanying unaudited condensed consolidated financial statements of the Company included herein have been prepared in accordance with accounting principles generally accepted in the United States of America ( “ GAAP ” ).

These unaudited condensed consolidated financial statements have been prepared in accordance with the Company ’ s accounting policies and on the same basis as those financial statements included in the Company ’ s latest Annual Report on Form 10-K for the year ended September 30, 2024, filed with the U.S.

These unaudited condensed consolidated financial statements have been prepared in accordance with the Company ’ s accounting policies and on the same basis as those consolidated financial statements included in the Company ’ s latest Annual Report on Form 10-K for the year ended September 30, 2024, filed with the U.S.

Securities and Exchange Commission (the “ SEC ” ) on November 21, 2024, and should be read in conjunction with those consolidated financial statements and the notes thereto.

22 unchanged sentences

The amendments in this update do not change or remove current expense disclosure requirements presented on the face of the income statement.

However the amendments require the disaggregation on certain expense captions into specified categories in the notes to financial statements and inclusion of certain current disclosures in the same tabular format as the other disaggregation requirements in the amendments.

However, the amendments require the disaggregation of certain expense captions into specified categories in the notes to financial statements and inclusion of certain current disclosures in the same tabular format as the other disaggregation requirements in the amendments.

The Company will adopt the standard in fiscal 2028 and include the disclosures required by the ASU within the annual report and quarterly reports beginning in fiscal 2029.

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For arrangements with no transfer of tax credits there is only a single performance obligation to transfer the promised goods and a rebate, which is recognized as a reduction of revenue, is granted based on the agreed-upon value of the tax credits generated.

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

For the three months ended December 27, 2024, the Company has recognized a reduction of revenue of $ 12,345 for the economic value of tax credits to be transferred and a benefit to cost of sales of $ 14,100 .

As of December 27, 2024, the Company has a liability of $ 13,670 for credits to be transferred or the value thereof.

As of December 27, 2024, all activity related to the solar energy tax credits is within the Safety & Infrastructure segment.

For the six months ended March 28, 2025, the Company has recognized a reduction of revenue of $ 21,719 for the economic value of tax credits to be transferred and a benefit to cost of sales of $ 24,699 .

As of March 28, 2025, the Company had a liability of $ 10,573 for credits to be transferred or the value thereof.

As of March 28, 2025, all activity related to the solar energy tax credits was 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.

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These arrangements include sales discounts and allowances, volume rebates, and returned goods.

The Company records its obligations related to these items within the Customer Liabilities line on the balance sheet.

The Company records its obligations related to these items within the Customer Liabilities line on the condensed consolidated balance sheets.

The Company records amounts billed to customers for reimbursement of shipping and handling costs within revenue.

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From time to time, the Company enters into strategic acquisitions in an effort to better service existing customers and to obtain new customers.

During the three months ended December 29, 2023, the Company paid out $ 5,973 of accrued purchase price primarily related to the fiscal 2022 acquisition of Cascade Poly Pipe & Conduit and Northwest Polymers.

No acquisition activity occurred during the three months ended December 27, 2024.

During the six months ended March 29, 2024, the Company paid out $ 5,973 of accrued purchase price primarily related to the fiscal 2022 acquisition of Cascade Poly Pipe & Conduit and Northwest Polymers, LLC (“Northwest Polymers”), a post-industrial and post-commercial plastic recycler based in Molalla and Aurora Oregon.

No acquisition activity occurred during the six months ended March 28, 2025.

On February 10, 2025, the Company sold Northwest Polymers LLC.

The transaction was structured as a stock sale.

(in thousands) Northwest Polymers

Cash consideration $ 6,711

Net assets divested 12,812

Loss on sale of business $ ( 6,101 )

Net assets divested included intangibles, net of $ 7,692 , fixed assets, net of $ 2,063 , working capital of $ 1,900 , right of use assets and liabilities of $ 3,521 and $ 3,120 respectively, and allocated goodwill of $ 756 .

As part of the sale, the Company recognized additional tax expense of $ 3,946 , which includes disallowed loss on the transaction of $ 1,101 and the write off of related deferred tax assets of $ 2,845 .

POSTRETIREMENT BENEFITS

2 unchanged sentences

The net periodic benefit credit was as follows:

Three months ended

(in thousands) Note December 27, 2024 December 29, 2023

Three months ended Six months ended

(in thousands) Note March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Interest cost $ 1,139 $ 1,316 $ 2,278 $ 2,632

4 unchanged sentences

Other expense, net consisted of the following:

Three months ended

(in thousands) December 27, 2024 December 29, 2023

Loss (Gain) on assets held for sale $ 68 $ ( 64 )

Foreign exchange loss (gain) on intercompany loans 1,021 ( 198 )

Three months ended Six months ended

(in thousands) March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Loss on assets held for sale $ 281 $ 85 $ 349 $ 21

Foreign exchange loss on intercompany loans — 370 1,021 172

Pension-related benefits 44 275 88 549

Loss on sale of a business 6,101 — 6,101 —

Other expense, net $ 6,426 $ 730 $ 7,559 $ 742

In fiscal 2025, the Company divested Northwest Polymers resulting in the Company recognizing a loss on sale of $ 6,101 as described in Note 4, “Divestitures”.

In fiscal 2023, the Company initiated plans to exit operations in Russia and expects to sell the related business at a loss.

Accordingly, the Company recognized an impairment of the related assets in fiscal 2023 and continues to recognize any incremental losses on those assets.

In December 2021, the Organization for Economic Cooperation and Development (“OECD”) published a proposal for the establishment of a global minimum tax rate of 15% (“Pillar Two”).

The OECD has since issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar Two global minimum tax.

A number of countries have proposed or enacted legislation to implement core elements of the Pillar Two proposal effective for tax years beginning on or after January 1, 2024.

The Company does not expect the changes to have a material impact on the income tax provision for fiscal year 2025.

The Company continues to assess the potential impact of Pillar Two and monitor developments in legislation, regulation, and interpretive guidance in this area.

For the three months ended December 27, 2024 and December 29, 2023, the Company’s effective tax rate attributable to income before income taxes was 20.9 % and 17.5 %, respectively.

For the three months ended December 27, 2024 and December 29, 2023, the Company’s income tax expense was $ 12,260 and $ 29,272 respectively.

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

For the three months ended March 28, 2025 and March 29, 2024, the Company’s effective tax rate attributable to income before income taxes was 24.7 % and 18.7 %, respectively.

For the three months ended March 28, 2025 and March 29, 2024, the Company’s income tax (benefit) expense was $( 16,452 ) and $ 31,804 respectively.

The increase in the current period effective tax rate was driven by the discrete tax impact of the deductible impairment of the HDPE long-lived assets.

For the six months ended March 28, 2025 and March 29, 2024, the Company’s effective tax rate attributable to income before income taxes was 53.0 % and 18.1 %, respectively.

For the six months ended March 28, 2025 and March 29, 2024, the Company’s income tax (benefit) expense was $( 4,193 ) and $ 61,076 respectively.

The increase in the current period effective tax rate was driven by the discrete tax impact of the deductible impairment of the HDPE long-lived assets.

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

9 unchanged sentences

The following table sets forth the computation of basic and diluted earnings per share:

Three months ended

(in thousands, except per share data) December 27, 2024 December 29, 2023

Net income $ 46,336 $ 138,381

Three months ended Six months ended

(in thousands, except per share data) March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Net (loss) income $ ( 50,057 ) $ 137,955 $ ( 3,720 ) $ 276,335

Undistributed earnings allocated to participating securities — 1,721 — 3,783

Net income available to common shareholders $ 45,779 $ 136,309

Net (loss) income available to common shareholders $ ( 50,057 ) $ 136,234 $ ( 3,720 ) $ 272,552

Basic weighted average common shares outstanding 34,074 36,730 34,428 36,984

1 unchanged sentence

Non-participating employee stock options (1)

216 436 232 471

Diluted weighted average common shares outstanding 34,290 37,166 34,660 37,455

Basic earnings per share $ 1.32 $ 3.66

Diluted earnings per share $ 1.31 $ 3.61

Basic earnings (loss) per share $ ( 1.47 ) $ 3.71 $ ( 0.11 ) $ 7.37

Diluted earnings (loss) per share $ ( 1.46 ) $ 3.67 $ ( 0.11 ) $ 7.28

(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 December 27, 2024 and December 29, 2023.

There were no anti-dilutive options outstanding during the three and six months ended March 28,2025 and March 29, 2024.

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the changes in accumulated other comprehensive loss by component for the three months ended December 27, 2024 and December 29, 2023.

The following tables present the changes in accumulated other comprehensive loss by component for the three months ended March 28, 2025 and March 29, 2024.

(in thousands) Defined Benefit

1 unchanged sentence

Adjustments Total

Balance as of September 30, 2024 $ ( 10,408 ) $ ( 8,686 ) $ ( 19,094 )

Balance as of December 27, 2024 $ ( 10,366 ) $ ( 26,218 ) $ ( 36,584 )

Other comprehensive income before reclassifications — 6,666 6,666

2 unchanged sentences

Net current period other comprehensive income 41 6,666 6,707

Balance as of March 28, 2025 $ ( 10,325 ) $ ( 19,552 ) $ ( 29,877 )

(in thousands) Defined Benefit

Pension Items Currency

Adjustments Total

Balance as of December 29, 2023 $ ( 10,748 ) $ ( 13,412 ) $ ( 24,160 )

Other comprehensive loss before reclassifications — ( 4,925 ) ( 4,925 )

Amounts reclassified from accumulated other

comprehensive loss, net of tax 53 — 53

Net current period other comprehensive income (loss) 53 ( 4,925 ) ( 4,872 )

Balance as of March 29, 2024 $ ( 10,695 ) $ ( 18,337 ) $ ( 29,032 )

The following tables present the changes in accumulated other comprehensive loss by component for the six months ended March 28, 2025 and March 29, 2024.

(in thousands) Defined Benefit

2 unchanged sentences

Balance as of September 30, 2024 $ ( 10,408 ) $ ( 8,686 ) $ ( 19,094 )

Other comprehensive loss before reclassifications — ( 10,866 ) ( 10,866 )

Amounts reclassified from accumulated other

comprehensive loss, net of tax 83 — 83

Net current period other comprehensive income (loss) 83 ( 10,866 ) ( 10,783 )

Balance as of March 28, 2025 $ ( 10,325 ) $ ( 19,552 ) $ ( 29,877 )

(in thousands) Defined Benefit

Pension Items Currency

Adjustments Total

Balance as of September 30, 2023 $ ( 10,801 ) $ ( 23,139 ) $ ( 33,940 )

Other comprehensive income before reclassifications — 4,802 4,802

2 unchanged sentences

Net current period other comprehensive income 106 4,802 4,908

Balance as of December 29, 2023 $ ( 10,748 ) $ ( 13,412 ) $ ( 24,160 )

Balance as of March 29, 2024 $ ( 10,695 ) $ ( 18,337 ) $ ( 29,032 )

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 % of the Company ’ s inventories were valued at the lower of LIFO cost or market at each of December 27, 2024 and September 30, 2024.

Interim LIFO determinations, including those at December 27, 2024, are based on management ’ s estimates of future inventory levels and costs for the remainder of the current fiscal year.

(in thousands) December 27, 2024 September 30, 2024

Approximately 81 % of the Company ’ s inventories were valued at the lower of LIFO cost or market at each of March 28, 2025 and September 30, 2024.

Interim LIFO determinations, including those at March 28, 2025, are based on management ’ s estimates of future inventory levels and costs for the remainder of the current fiscal year.

(in thousands) March 28, 2025 September 30, 2024

Purchased materials and manufactured parts, net $ 157,328 $ 153,290

2 unchanged sentences

Inventories, net $ 521,173 $ 524,695

Total inventories would be $ 21,017 lower and $ 14,425 lower than reported as of December 27, 2024 and September 30, 2024, respectively, if the first-in, first-out method was used for all inventories.

As of December 27, 2024, and September 30, 2024, the excess and obsolete inventory reserve was $ 26,773 and $ 29,176 , respectively.

Total inventories would be $ 20,759 lower and $ 14,425 lower than reported as of March 28, 2025 and September 30, 2024, respectively, if the first-in, first-out method was used for all inventories.

As of March 28, 2025, and September 30, 2024, the excess and obsolete inventory reserve was $ 28,798 and $ 29,176 , respectively.

PROPERTY, PLANT AND EQUIPMENT

As of December 27, 2024, and September 30, 2024, property, plant and equipment and accumulated depreciation were as follows:

(in thousands) December 27, 2024 September 30, 2024

As of March 28, 2025, and September 30, 2024, property, plant and equipment and accumulated depreciation were as follows:

(in thousands) March 28, 2025 September 30, 2024

Land $ 29,268 $ 29,401

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Property, plant and equipment, net $ 622,915 $ 652,093

Depreciation expense for the three months ended December 27, 2024 and December 29, 2023 totaled $ 17,634 and $ 14,553 respectively.

Depreciation expense for the three months ended March 28, 2025 and March 29, 2024 totaled $ 19,072 and $ 15,234 , respectively.

Depreciation expense for the six months ended March 28, 2025 and March 29, 2024 totaled $ 36,706 and $ 29,787 , respectively.

During the six months ended March 28, 2025, the Company recorded non-cash impairment charges totaling $ 31,766 related to certain long-lived assets related to its HDPE pipe and conduit products, primarily fixed assets and definite-lived intangible assets.

An impairment charge of $ 2,918 was recorded to buildings and related improvements, $ 8,662 was recorded to construction in progress, $ 1,548 was recorded to leasehold improvements and $ 18,638 was recorded to machinery and equipment.

Refer to Note 14 “Fair Value Measurements” for further discussion of the Company’s impairment review.

No impairment was recorded during the six months ended March 29, 2024.

As a result of the asset impairment charge, the book basis of the HDPE fixed assets was adjusted to the new fair value.

This resulted in the elimination of previously accumulated depreciation of $ 13,257 , as well as an equivalent reduction in gross fixed assets for an equal amount.

GOODWILL AND INTANGIBLE ASSETS

2 unchanged sentences

Balance as of September 30, 2024 $ 261,284 $ 52,716 $ 314,000

Divestiture ( 756 ) — ( 756 )

Exchange rate effects ( 1,498 ) ( 352 ) ( 1,850 )

Balance as of December 27, 2024 $ 258,659 $ 52,310 $ 310,969

Goodwill balances as of December 27, 2024 included $ 5,645 and $ 43,000 of accumulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively.

Balance as of March 28, 2025 $ 259,030 $ 52,364 $ 311,394

Goodwill balances as of March 28, 2025 included $ 5,645 and $ 43,000 of accumulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively.

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:

December 27, 2024 September 30, 2024

March 28, 2025 September 30, 2024

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

6 unchanged sentences

Total $ 566,923 $ ( 349,660 ) $ 217,263 $ 737,098 $ ( 396,667 ) $ 340,431

During the six months ended March 28, 2025, the Company recorded non-cash impairment charges totaling $ 92,397 primarily related to customer relationships.

Refer to Note 14 “Fair Value Measurements” for further discussion of the Company’s impairment review.

As a result of the asset impairment charge, the book basis of the HDPE intangible assets was adjusted to the new fair value.

This resulted in the elimination of previously accumulated amortization of $ 65,404 , as well as an equivalent reduction in gross intangibles for an equal amount.

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

Included in the table above are the effects of changes in exchange rates which were not material for the three months ended December 27, 2024.

Amortization expense for the three months ended December 27, 2024 and December 29, 2023 was $ 11,699 and $ 14,467 , respectively.

Included in the table above are the effects of changes in exchange rates, which were not material for the six months ended March 28, 2025.

Amortization expense for the three months ended March 28, 2025 and March 29, 2024 was $ 10,166 and $ 14,221 , respectively.

Expected amortization expense for intangible assets for the remainder of fiscal 2025 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 December 27, 2024 and September 30, 2024 was as follows:

(in thousands) December 27, 2024 September 30, 2024

Debt as of March 28, 2025 and September 30, 2024 was as follows:

(in thousands) March 28, 2025 September 30, 2024

ABL Credit Facility $ — $ —

5 unchanged sentences

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 (as defined below).

AII ’ s availability under the ABL Credit Facility was $ 325,000 as of each of December 27, 2024 and September 30, 2024.

The ABL Credit Facility will mature on the earlier of five years from May 26, 2021 or 91 days prior to the maturity date of the New Senior Secured Term Loan Facility if at least $ 100 million of obligations remain outstanding under the New Senior Secured Term Loan Facility on such date.

AII ’ s availability under the ABL Credit Facility was $ 325,000 as of each of March 28, 2025 and September 30, 2024.

The ABL Credit Facility uses a forward-looking interest rate based on the Secured Overnight Financing Rate (“SOFR”) consisting of an applicable margin ranging from 1.25 % to 1.75 % and a credit spread adjustment of 0.10 %.

On April 30, 2025, Atkore International, Inc., a wholly owned subsidiary of the Company, entered into a Fourth Amendment to its existing Credit Agreement, dated as of August 28, 2020, which, among other things, (i) extended the maturity of the facility to the earlier of April 30, 2030 or 91 days prior to the maturity date of the existing senior loan facility if at least $ 100,000 of obligations remain outstanding under the New Senior Secured Term Loan Facility on such date and (ii) amended certain terms and thresholds with respect to the Company’s borrowing base capacity.

The New Senior Secured Term Loan Facility will mature on May 26, 2028 and borrowings thereunder bearing interest at the rate of forward-looking interest rate based on the “SOFR”, consisting of an applicable margin of 2.00 % and a credit spread adjustment of (i) 0.11448 % for a one-month interest period, (ii) 0.26161 % for a three-month interest period and (iii) 0.42826 % for a six-month interest period.

Senior Notes - On May 26, 2021, the Company completed the issuance and sale of the $ 400.0 million aggregate principal amount of 4.25 % Senior Notes due 2031 (the “Senior Notes”) in a private offering.

Senior Notes - On May 26, 2021, the Company completed the issuance and sale of the $ 400,000 aggregate principal amount of 4.25 % Senior Notes due 2031 (the “Senior Notes”) in a private offering.

The Senior Notes were sold only to qualified institutional buyers in compliance with Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S.

4 unchanged sentences

These derivative instruments are not formally designated as a hedge by the Company.

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 expense, net within the condensed consolidated statements of operations.

2 unchanged sentences

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 December 27, 2024 or September 30, 2024.

The Company had no active forward currency contracts or other derivative instruments as of March 28, 2025 or September 30, 2024.

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

December 27, 2024 September 30, 2024

March 28, 2025 September 30, 2024

(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:

December 27, 2024 September 30, 2024

March 28, 2025 September 30, 2024

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

4 unchanged sentences

The carrying value of the ABL Credit Facility approximates fair value due to it being a market-linked variable rate debt.

Impairment Charge related to HDPE Assets

During the three months ended March 28, 2025, the Company recorded non-cash impairment charges of $ 127,733 , against the long-lived assets of the HDPE business, primarily the fixed assets, right-of-use assets and definite-lived intangibles.

This was the result of the identification of indicators of impairment related to the Company’s HDPE business.

The indicators of impairment were triggered by the emergence in the second quarter of competing technology for federal stimulus funding, an acceleration of constraints on public spending, and adverse market-related conditions during the second quarter, which include delays in the deployment of government stimulus funding for

nationwide broadband infrastructure investments, in combination with the Company’s forward-looking cash flow projections.

The impairments were measured as the amount by which the carrying values of the assets, $ 250,966 exceeded their estimated fair value, $ 123,233 , determined using the discounted cash flow method and industry-based data where available.

This measurement resulted in the impairment value of $ 127,733 .

The assets of the HDPE business are a part of the Electrical segment.

Of the $ 127,733 impairment value, $ 92,397 was recorded in definite lived intangible assets, $ 31,766 was recorded in fixed assets and $ 3,570 was recorded in right-of-use assets on our condensed consolidated statements of operations.

COMMITMENTS AND CONTINGENCIES

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

As of December 27, 2024, such obligations were $ 225,099 for the rest of fiscal year 2025 and $ 16,000 for fiscal year 2026 and beyond.

As of March 28, 2025, such obligations were $ 213,442 for the rest of fiscal year 2025 and $ 16,000 for fiscal year 2026 and beyond.

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

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24-cv-07639), seeking injunctive and monetary relief on behalf of both direct and indirect purchasers of PVC water pipe and PVC conduit.

The suits generally allege anticompetitive conduct related the price of PVC pipes sold in the United States between approximately 2021 and the present.

The suits generally allege anticompetitive conduct related to the price of PVC pipes sold in the United States between approximately 2021 and the present.

Specifically, the complaints allege that the defendant PVC pipe manufacturers improperly shared otherwise confidential information through their contribution of information to, and readership of, a weekly report called “PVC & Pipe Weekly” published by defendant Oil Price Information Service, LLC (“OPIS”), as well as through direct communications with each other.

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The Company believes there are defenses, both factual and legal, to the allegations in these various proceedings and the Company plans to vigorously defend itself.

As these proceedings are in the early stages, it is not possible for the Company to predict any outcome or estimate the amount of loss, if any, which could be associated with any adverse decision.

While the Company does not believe that any of these proceedings will have a material adverse effect on its financial condition, the Company cannot give assurance that the proceedings will not have a material effect on its results of operations.

proceedings are in the early stages, it is not possible for the Company to predict any outcome or estimate the amount of loss, if any, which could be associated with any adverse decision.

On February 13, 2025, the Company received from the U.S.

Department of Justice (“DOJ”) Antitrust Division a grand jury subpoena issued by the U.S.

District Court for the Northern District of California.

The subpoena calls for production of documents relating to the pricing of the Company’s PVC pipe and conduit products.

The Company intends to comply with its obligations under the subpoena.

In the second quarter of fiscal 2025, the Company and certain of its current and former officers were named as defendants in two putative securities class action lawsuits under the captions Westchester Putnam Counties Heavy & Highway Laborers Local 60 Benefits Fund v.

Ill 1:25-cv-01851) and Coles v.

Ill 1:25-cv-02686).

The complaints assert claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10(b)(5) promulgated thereunder, based on disclosures about the Company’s business, operations, and prospects, which were allegedly false or misleading based on the allegations in the antitrust matters described above.

The complaints seek damages in an unspecified amount on behalf of all shareholders who purchased shares during the class period.

The Company believes there are defenses, both factual and legal, to the allegations in these proceedings, and the Company plans to vigorously defend the cases.

Also in the second quarter of fiscal 2025, a putative shareholder derivative lawsuit was filed naming the Company as the nominal defendant under the caption Blatzer v.

Ill 1:25-cv-02833).

The Company’s directors and certain of its current and former officers are named as defendants.

The complaint asserts claims for breach of fiduciary duties, aiding and abetting breach of fiduciary duties, unjust enrichment, waste, and violations of federal securities laws, based primarily on the same alleged conduct underlying the securities class action lawsuits described above, and seeks damages in an unspecified amount and other relief.

While the Company does not believe that any of the securities or derivative proceedings will have a material adverse effect on its financial condition, the Company cannot give assurance that the proceedings will not have a material effect on its financial condition.

In addition to the matters discussed above, from time to time, the Company is subject to a number of disputes, administrative proceedings and other claims arising out of the ordinary conduct of the Company ’ s business.

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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 no outstanding letters of credit as of December 27, 2024.

The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $ 43,652 as of December 27, 2024.

The Company had no outstanding letters of credit as of March 28, 2025.

The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $ 44,913 as of March 28, 2025.

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.

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Both segments use Adjusted EBITDA as the primary measure of profit and loss.

Segment Adjusted EBITDA is income (loss) before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, interest expense, net, stock-based compensation, loss on extinguishment of debt, certain legal matters, and other items, such as inventory reserves and adjustments, (gain) loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax positions, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, gain on purchase of business, loss on assets held for sale, restructuring costs and transaction costs.

Segment Adjusted EBITDA is income (loss) before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, interest expense, net, stock-based compensation, loss on extinguishment of debt, gains and losses on the divestiture of a business, asset impairment charges, certain legal matters, and other items, such as inventory reserves and adjustments, (gain) loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax positions, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, gain on purchase of business, loss on assets held for sale, restructuring costs and transaction costs.

Intersegment transactions primarily consist of product sales at designated transfer prices on an arm ’ s-length basis.

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Three months ended

December 27, 2024 December 29, 2023

March 28, 2025 March 29, 2024

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

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Consolidated operations $ 701,725 $ — $ 792,911 $ —

Six months ended

March 28, 2025 March 29, 2024

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

Electrical $ 958,025 $ 7 $ 183,330 $ 1,184,471 $ 10 $ 400,112

Safety & Infrastructure 405,297 700 51,643 406,921 624 45,042

Eliminations — ( 707 ) — ( 634 )

Consolidated operations $ 1,363,322 $ — $ 1,591,392 $ —

As described in Note 14 “Fair Value Measurements,” the Company recorded an asset impairment charge of $ 127,733 , which was recorded against the assets of the Electrical segment.

(in thousands) March 28, 2025 September 30, 2024

Electrical $ 1,595,524 $ 1,773,937

Safety & Infrastructure 772,735 769,527

Unallocated 491,370 477,939

Consolidated operations $ 2,859,629 $ 3,021,403

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

Three months ended

(in thousands) December 27, 2024 December 29, 2023

Three months ended Six months ended

(in thousands) March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Operating segment Adjusted EBITDA

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Unallocated expenses (a)

( 10,598 ) ( 9,367 ) ( 19,414 ) ( 19,717 )

Depreciation and amortization ( 29,238 ) ( 29,455 ) ( 58,571 ) ( 58,475 )

Interest expense, net ( 8,261 ) ( 8,321 ) ( 16,470 ) ( 16,114 )

Loss on sale of business ( 6,101 ) — ( 6,101 ) —

Asset impairment charges ( 127,733 ) — ( 127,733 ) —

Stock-based compensation ( 7,713 ) ( 5,028 ) ( 13,810 ) ( 9,785 )

Other (b) 3,085 ( 4,300 )

( 3,872 ) 649 ( 787 ) ( 3,652 )

Income before income taxes $ ( 66,509 ) $ 169,759 $ ( 7,913 ) $ 337,411

(b) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, release of indemnified uncertain tax positions, gain on purchase of business.

loss on assets held for sale (includes loss on assets held for sale in Russia.

See Note 11, “Goodwill and Intangible Assets” in the form 10-Q filed November 21, 2024 for additional information), realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, transaction and restructuring costs.

The Company ’ s net sales by geography were as follows for the three months ended December 27, 2024 and December 29, 2023:

Three months ended

(in thousands) December 27, 2024 December 29, 2023

(a) Represents unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, human resources, information technology, business development and communications, as well as certain costs and earnings of employee-related benefits plans, such as stock-based compensation and a portion of self-insured medical costs.

(b) Represents other items, such as inventory reserves and adjustments, (gain) loss on disposal of property, plant and equipment, (gain) loss on assets held for sale, realized or unrealized (gain) loss on foreign currency impacts of intercompany loans, insurance recoveries, transaction costs and restructuring costs.

The Company ’ s net sales by geography were as follows for the three and six months ended March 28, 2025 and March 29, 2024:

Three months ended Six months ended

(in thousands) March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

United States $ 608,792 $ 700,243 $ 1,182,152 $ 1,408,701

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Total $ 701,725 $ 792,911 $ 1,363,322 $ 1,591,392

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 December 27, 2024 and December 29, 2023:

Three months ended

(in thousands) December 27, 2024 December 29, 2023

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 and six months ended March 28, 2025 and March 29, 2024:

Three months ended Six months ended

(in thousands) March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Metal Electrical Conduit and Fittings $ 111,866 $ 147,697 $ 214,071 $ 286,936

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SUBSEQUENT EVENTS

On January 30, 2025, Atkore’s Board of Directors declared a quarterly cash dividend of $ 0.32 per share of common stock payable on February 28, 2025, to stockholders of record on February 18, 2025.

On April 30, 2025, Atkore’s Board of Directors declared a quarterly cash dividend of $ 0.33 per share of common stock payable on May 28, 2025, to stockholders of record on May 16, 2025.

On April 30, 2025, Atkore International, Inc., a wholly owned subsidiary of the Company, entered into an amendment of its existing Credit Agreement.

See Note 13, “Debt” for additional discussion.

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