UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



x☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December ~~29, 2017~~24, 2021



o☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-37793

_________________________________________

Atkore ~~International Group~~ Inc.

(Exact name of registrant as specified in its charter)

_________________________________________



Delaware						90-0631463
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

16100 South Lathrop Avenue, Harvey, Illinois 60426

(Address of principal executive offices) (Zip Code)

708-339-1610

(~~Registrant's~~Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $.01 par value per share	ATKR	New York Stock Exchange

_____________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x ☒ No o☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes x☒ No o☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

~~Large accelerated filer~~

~~Accelerated filer~~

~~Non-accelerated filer~~

~~(Do not check if a smaller reporting company)~~

~~Smaller reporting company~~

Emerging growth company

o☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section ~~7(a)(2)(B)~~13(a) of the Securities Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o☐ No x☒

_____________________

As of January ~~26, 2018,~~27, 2022, there were ~~63,607,047~~44,856,063 shares of the ~~registrant's~~registrant’s common stock, $0.01 par value per share, outstanding.

Table of Contents


			Page No.

			~~Page No.~~

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)			2
Condensed Consolidated Statements of Operations			2
Condensed Consolidated Statements of Comprehensive Income			3
Condensed Consolidated Balance Sheets			4
Condensed Consolidated Statements of Cash Flows			5
Condensed Consolidated Statement of Changes in Shareholders’ Equity			6
Notes to Condensed Consolidated Financial Statements			67
Item 2. ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3. Quantitative and Qualitative Disclosures about Market Risk			2825
Item 4. Controls and Procedures			2825

PART II. OTHER INFORMATION
Item 1. Legal Proceedings			2927
Item 1A. Risk Factors			2927
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			2927
Item 3. Defaults Upon Senior Securities			2927
Item 4. Mine Safety Disclosures			2927
Item 5. Other Information			2927
Item 6. Exhibits			3028
Signatures			3129

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ATKORE ~~INTERNATIONAL GROUP~~ INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three months ended
(in thousands, except per share data) Note December 29, 2017 December 30, 2016 As Adjusted*
Net sales $ 414,558
$ 337,591
Cost of sales 317,691
245,926
Gross profit 96,867
91,665
Selling, general and administrative 51,595
43,928
Intangible asset amortization 11 8,687
5,589
Operating income 36,585
42,148
Interest expense, net 6,594
9,830
Loss on extinguishment of debt —
9,805
Other expense (income), net 5 286
(376 )
Income before income taxes 29,705
22,889
Income tax expense 6 2,516
5,507
Net income $ 27,189
$ 17,382

Weighted-Average Common Shares Outstanding
Basic 7 63,316
62,642
Diluted 7 65,989
65,920
Net income per share
Basic 7 $ 0.43
$ 0.28
Diluted 7 $ 0.41

$ 0.26

* Adjusted due to the adoption of ~~ASU 2017-07 Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. See Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies'' for additional information.~~


		Three months ended
(in thousands, except per share data)	Note	December 24, 2021		December 25, 2020
Net sales		$	840,801	$	511,082
Cost of sales		485,993		321,891
Gross profit		354,808		189,191
Selling, general and administrative		78,151		61,078
Intangible asset amortization	11	8,229		8,260
Operating income		268,428		119,853
Interest expense, net		6,918		8,254

Other income, net	5	(308)		(431)
Income before income taxes		261,818		112,030
Income tax expense	6	56,975		26,964
Net income		$	204,843	$	85,066

Net income per share
Basic	7	$	4.38	$	1.78
Diluted	7	$	4.32	$	1.75

See Notes to unaudited condensed consolidated financial statements.

ATKORE ~~INTERNATIONAL GROUP~~ INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


		Three months ended
(in thousands)	Note	December 24, 2021		December 25, 2020
Net income		$	204,843	$	85,066
Other comprehensive (loss) income, net of tax:
Change in foreign currency translation adjustment		(1,458)		7,051
Change in unrecognized loss related to pension benefit plans	4	125		262
Total other comprehensive (loss) income	8	(1,333)		7,313
Comprehensive income		$	203,510	$	92,379

Three months ended
(in thousands) Note December 29, 2017 December 30, 2016
Net income $ 27,189
$ 17,382
Other comprehensive income, net of tax:
Change in foreign currency translation adjustment 331
(1,900 )
Change in unrecognized loss related to pension benefit plans 3 65
326
Total other comprehensive income (loss) 8 396
(1,574 )
Comprehensive income $ 27,585
$ 15,808

See Notes to unaudited condensed consolidated financial statements.

ATKORE INC.

~~ATKORE INTERNATIONAL GROUP INC.~~

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(in thousands, except share and per share data)	Note	December 24, 2021		September 30, 2021
Assets
Current Assets:
Cash and cash equivalents		$	498,959	$	576,289
Accounts receivable, less allowance for current and expected credit losses of $2,847 and $2,510, respectively		541,685		524,926
Inventories, net	9	362,099		285,989
Prepaid expenses and other current assets		45,906		34,248
Total current assets		1,448,649		1,421,452
Property, plant and equipment, net	10	276,858		275,622
Intangible assets, net	11	251,375		241,204
Goodwill	11	211,928		199,048
Right-of-use assets, net		40,884		41,113
Deferred tax assets	6	35,045		29,693
Other long-term assets		2,554		1,967
Total Assets		$	2,267,293	$	2,210,099
Liabilities and Equity
Current Liabilities:

Accounts payable		233,921		243,164
Income tax payable		74,508		72,953
Accrued compensation and employee benefits		29,805		57,437
Customer liabilities		98,563		80,324
Lease obligations		11,652		11,785
Other current liabilities		51,570		59,273
Total current liabilities		500,019		524,936
Long-term debt	12	758,924		758,386
Long-term lease obligations		30,076		30,236
Deferred tax liabilities	6	18,141		16,746

Pension liabilities		3,168		3,819
Other long-term liabilities		14,344		11,240
Total Liabilities		1,324,672		1,345,363
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 45,394,463 and 45,997,159 shares issued and outstanding, respectively		455		461
Treasury stock, held at cost, 290,600 and 290,600 shares, respectively		(2,580)		(2,580)
Additional paid-in capital		485,839		506,921
Retained earnings		488,966		388,660
Accumulated other comprehensive loss	8	(30,059)		(28,726)
Total Equity		942,621		864,736
Total Liabilities and Equity		$	2,267,293	$	2,210,099

(in thousands, except share and per share data) Note December 29, 2017 September 30, 2017
Assets
Current Assets:
Cash and cash equivalents $ 39,761
$ 45,718
Accounts receivable, less allowance for doubtful accounts of $1,230 and $1,239, respectively 203,733
224,427
Inventories, net 9 203,841
200,003
Prepaid expenses and other current assets 23,216
35,611
Total current assets 470,551
505,759
Property, plant and equipment, net 10 207,487
208,619
Intangible assets, net 11 337,067
344,289
Goodwill 11 148,061
147,716
Deferred income taxes 6 1,881
1,657
Non-trade receivables 7,004
7,052
Total Assets $ 1,172,051
$ 1,215,092
Liabilities and Equity
Current Liabilities:
Short-term debt and current maturities of long-term debt 12 $ 4,215
$ 4,215
Accounts payable 116,747
125,618
Income tax payable 2,218
2,581
Accrued compensation and employee benefits 18,365
26,387
Other current liabilities 50,554
53,036
Total current liabilities 192,099
211,837
Long-term debt 12 527,802
571,863
Deferred income taxes 6 12,191
17,464
Other long-term tax liabilities 6,771
6,771
Pension liabilities 24,600
25,239
Other long-term liabilities 19,920
21,047
Total Liabilities 783,383
854,221
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 63,519,172 and 63,305,434 shares issued and outstanding, respectively 636
634
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively (2,580 ) (2,580 )
Additional paid-in capital 430,118
423,232
Accumulated deficit (21,920 ) (42,433 )
Accumulated other comprehensive loss 8 (17,586 ) (17,982 )
Total Equity 388,668
360,871
Total Liabilities and Equity $ 1,172,051
$ 1,215,092

See Notes to unaudited condensed consolidated financial statements.

ATKORE INC.

~~ATKORE INTERNATIONAL GROUP INC.~~

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


		Three months ended								Three months ended
(in thousands)	Note	December 29, 2017			December 30, 2016			(in thousands)	Note	December 24, 2021		December 25, 2020
Operating activities:								Operating activities:
Net income		$	27,189		$	17,382		Net income		$	204,843	$	85,066
Adjustments to reconcile net income to net cash provided by operating activities:								Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		17,210			13,628			Depreciation and amortization		20,046		19,044
Deferred income taxes	6	(5,334		)	(357		)	Deferred income taxes	6	(5,720)		1,117
Loss on extinguishment of debt		—			9,805
Stock-based compensation expense		3,564			2,720
Other adjustments to net income		1,559			1,831
Changes in operating assets and liabilities, net of effects from purchase price adjustments
Stock-based compensation								Stock-based compensation		3,427		5,522
Amortization of right-of-use assets								Amortization of right-of-use assets		3,124		3,352

Other non-cash adjustments to net income								Other non-cash adjustments to net income		4,050		1,703
Changes in operating assets and liabilities, net of effects from acquisitions								Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable		19,967			31,957			Accounts receivable		(12,301)		(45,382)
Inventories	9	(5,396		)	(18,615		)	Inventories		(75,091)		(20,326)
Prepaid expenses and other current assets								Prepaid expenses and other current assets		(11,591)		(2,692)
Accounts payable								Accounts payable		(13,335)		13,060
Accrued and other liabilities								Accrued and other liabilities		(23,171)		3,280
Other, net		(9,819		)	(26,182		)	Other, net		2,911		22,532
Net cash provided by operating activities		48,940			32,169			Net cash provided by operating activities		97,192		86,276
Investing activities:								Investing activities:
Capital expenditures		(8,235		)	(3,964		)	Capital expenditures		(9,358)		(8,229)
Proceeds from sale of assets held for sale		—			3,024

Proceeds from sale of properties and equipment								Proceeds from sale of properties and equipment		432		1,122
Acquisition of businesses, net of cash acquired								Acquisition of businesses, net of cash acquired		(36,098)		(7,186)
Other, net		784			14			Other, net		—		35
Net cash used for investing activities		(7,451		)	(926		)
Net cash used in investing activities								Net cash used in investing activities		(45,024)		(14,258)
Financing activities:								Financing activities:
Borrowings under credit facility	12	204,000			—
Repayments under credit facility	12	(247,000		)	—
Repayments of short-term debt	12	(1,250		)	(4,200		)

Repayments of long-term debt	12	—			(637,350		)	Repayments of long-term debt	12	—		(40,000)
Issuance of long-term debt	12	—			498,750
Payment for debt financing costs and fees		—			(4,294		)
Issuance of common stock		3,314			4,680

Issuance of common stock, net of shares withheld for tax								Issuance of common stock, net of shares withheld for tax		(24,505)		(3,927)
Repurchase of common stock		(6,681		)	—			Repurchase of common stock		(104,543)		(35,037)
Other, net		(48		)	—			Other, net		—		(17)
Net cash used for financing activities		(47,665		)	(142,414		)	Net cash used for financing activities		(129,048)		(78,981)
Effects of foreign exchange rate changes on cash and cash equivalents		219			(1,135		)	Effects of foreign exchange rate changes on cash and cash equivalents		(450)		2,912
Decrease in cash and cash equivalents		(5,957		)	(112,306		)	Decrease in cash and cash equivalents		(77,330)		(4,051)
Cash and cash equivalents at beginning of period		45,718			200,279			Cash and cash equivalents at beginning of period		576,289		284,471
Cash and cash equivalents at end of period		$	39,761		$	87,973		Cash and cash equivalents at end of period		$	498,959	$	280,420
Supplementary Cash Flow information								Supplementary Cash Flow information
Capital expenditures, not yet paid		$	615		$	173		Capital expenditures, not yet paid		$	1,501	$	306
Operating lease right-of-use assets obtained in exchange for lease liabilities								Operating lease right-of-use assets obtained in exchange for lease liabilities		$	1,066	$	850
Acquisitions of businesses, not yet paid								Acquisitions of businesses, not yet paid		$	2,864	$	—

See Notes to unaudited condensed consolidated financial statements.

ATKORE INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)


	Common Stock			Treasury Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Equity
(in thousands)	Shares	Amount		Amount
Balance as of September 30, 2021	45,997	$	461	$	(2,580)	$	506,921	$	388,660	$	(28,726)	$	864,736
Net income	—	—		—		—		204,843		—		204,843
Other comprehensive loss	—	—		—		—		—		(1,333)		(1,333)

Stock-based compensation	—	—		—		3,427		—		—		3,427
Issuance of common stock, net of shares withheld for tax	355	4		—		(24,509)		—		—		(24,505)
Repurchase of common stock	(958)	(10)		—				(104,537)		—		(104,547)
Balance as of December 24, 2021	45,394	$	455	$	(2,580)	$	485,839	$	488,966	$	(30,059)	$	942,621


	Common Stock			Treasury Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Equity
(in thousands)	Shares	Amount		Amount
Balance as of September 30, 2020	47,407	$	475	$	(2,580)	$	487,223	$	(64,154)	$	(42,554)	$	378,410
Net income	—	—		—		—		85,066		—		85,066
Other comprehensive income	—	—		—		—		—		7,313		7,313

Stock-based compensation	—	—		—		5,522		—		—		5,522
Issuance of common stock, net of shares withheld for tax	358	3		—		(3,930)		—		—		(3,927)
Repurchase of common stock	(1,140)	(11)		—		—		(35,026)		—		(35,037)
Balance as of December 25, 2020	46,625	$	467	$	(2,580)	$	488,815	$	(14,114)	$	(35,241)	$	437,347

See Notes to unaudited condensed consolidated financial statements.

ATKORE ~~INTERNATIONAL GROUP~~ INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(dollars and shares in thousands, except per share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Organization and Ownership Structure — Atkore ~~International Group~~ Inc. (the ~~"Company"~~“Company”, “Atkore” or ~~"Atkore"~~“AI”) is a leading manufacturer of Electrical ~~Raceway~~ products primarily for the non-residential construction and renovation markets and ~~Mechanical Products~~Safety & ~~Solutions ("MP&S")~~Infrastructure solutions for the construction and industrial markets. Electrical Raceway products form the critical infrastructure that enables the deployment, isolation and protection of a structure's electrical circuitry from the original power source to the final outlet. MP&S frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications.

Atkore was incorporated in the State of Delaware on November 4, ~~2010.~~2010 under the name Atkore International Group, Inc. Atkore is the sole stockholder of Atkore International Holdings Inc. ~~("AIH"~~(“AIH”), which in turn is the sole stockholder of Atkore International Inc. ~~("AII"~~(“AII”).

The Electrical segment manufactures high quality products used in the construction of electrical power systems including conduit, cable, and installation accessories. 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. These solutions are marketed to contractors, original equipment manufacturers and end users.

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"~~(“GAAP”). These unaudited condensed consolidated financial statements have been prepared in accordance with the ~~Company's~~Company’s accounting policies and on the same basis as those financial statements included in the ~~Company's~~Company’s latest Annual Report on Form 10-K for the year ended September 30, ~~2017~~2021, filed with the U.S. Securities and Exchange Commission (the ~~"SEC"~~“SEC”) on November ~~29, 2017,~~18, 2021, and should be read in conjunction with those consolidated financial statements and the notes thereto. Certain information and disclosures normally included in the ~~Company's~~Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC.

The unaudited condensed consolidated financial statements include the assets and liabilities used in operating the ~~Company's~~Company’s business. All intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired or disposed of are included in the unaudited condensed consolidated financial statements from the effective date of acquisition or up to the date of disposal.

These statements include all adjustments (consisting of normal recurring adjustments) that the Company considered necessary to present a fair statement of its results of operations, financial position and cash flows. The results reported in these unaudited condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year.

Fiscal Periods — The Company has a fiscal year that ends on September 30. ~~It is the Company's practice to establish quarterly closings using a 4-5-4 calendar.~~ The ~~Company's~~Company’s fiscal quarters typically end on the last Friday in December, March and ~~June.~~June as it follows a 4-5-4 calendar.

Use of Estimates — The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclose contingent assets and liabilities at the date of the condensed consolidated financial statements and report the associated amounts of revenues and expenses. Actual results could differ materially from these estimates.

~~Summary of significant accounting policies~~

~~Fair Value Measurements —~~ Authoritative guidance for fair value measurements establishes a three-level hierarchy that ranks the quality and reliability of information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. In cases where two or more levels of inputs are used to determine fair value, a financial instrument’s level is determined based on the lowest level input that is considered significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are summarized as follows:

~~Level 1-inputs are based upon quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible as of the measurement date.~~

Level 2-inputs are based upon quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations for the asset or liability that are derived principally from or corroborated by market data for which the primary inputs are observable, including forward interest rates, yield curves, credit risk and exchange rates.

Level 3-inputs for the valuations are unobservable and are based on management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques such as option pricing models and discounted cash flow models.

~~See Note 13, ''Fair Value Measurements'' for further detail.~~

Recent Accounting Pronouncements

A summary of recently adopted accounting guidance ~~are~~is as follows. Adoption dates are on the first day of the fiscal year indicated below, unless otherwise specified.

ASU Description of ASU Impact to Atkore Note Adoption Date
2017-07 Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
The ASU requires an entity to report the service cost component of pension cost and postretirement benefit cost as compensation expense during the employee's service period. The other components of net periodic pension benefit costs will be presented outside a subtotal of income from operations.

Prior to the adoption of ASU 2017-07, pension costs were reported as cost of sales and selling, general and administrative expenses on the Company's condensed consolidated statements of income. As a result of the early adoption of ASU 2017-07, the Company reclassified $376 from operating income to other expense (income), net on the condensed consolidated statements of operations for the three months ended December 30, 2016. 3 2018
2017-09 Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting
The ASU does not require an entity to apply modification accounting if the fair value, vesting conditions and classification of the awards do not change.

No material impact on the consolidated financial statements. 2018

~~A summary of accounting guidance not yet adopted are as follows:~~

ASU

Description of ASU

Impact to Atkore

~~Effective~~

Adoption Date

~~2014-09 Revenue from Contracts with Customers~~2019-12 Simplifying the accounting for income taxes (Topic 740)

The ASU ~~provides guidance for revenue recognition. The update's core principle is that a company will recognize revenue when it transfers promised goods or services~~eliminates certain existing exceptions related to ~~customers~~the general approach in ~~an amount that reflects the consideration~~ASC 740 relating to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. Examples of the use of judgments and estimates may include identifying performance obligationsfranchise taxes, reducing complexity in the ~~contract, estimating~~interim period accounting for year to date loss limitations and changes in tax laws and clarifying the ~~amount~~accounting for transactions outside of ~~variable consideration to include~~a business combination that result in a step up in the ~~transaction price and allocating the transaction price to each separate performance obligation. The update also requires more detailed disclosures to enable users~~tax basis of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The update provides for two transition methods to the new guidance: a full retrospective approach and a modified retrospective approach.goodwill.

The Company is currently in the process of completing its initial analysis and performing detailed reviews of significant contracts to determine if any adjustments will be necessary to existing accounting policies, and to support an evaluation of the impact on its results of operations and financial condition. The Company expects to adopt the newadopted this standard ~~using the modified retrospective approach, under which the cumulative effect of initially applying the guidance is recognized as an adjustment to the opening balance of retained earnings~~ in the first quarter of ~~2019.~~2022. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements.

~~2019~~

2022

2. ~~ACQUISITIONS~~REVENUE FROM CONTRACTS WITH CUSTOMERS

The Company’s revenue arrangements primarily consist of a single performance obligation to transfer promised goods which is satisfied at a point in time when title, risks and rewards of ownership, and subsequently control have transferred to the customer. This generally occurs when the product is shipped to the customer, with an immaterial amount of transactions in which control transfers upon delivery. The Company primarily offers assurance-type standard warranties that do not represent separate performance obligations.

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. The Company principally relies on historical experience, specific customer agreements, and anticipated future trends to estimate these amounts at the time of sale and to reduce the transaction price. These arrangements include sales discounts and allowances, volume rebates, and returned goods.

The Company records amounts billed to customers for reimbursement of shipping and handling costs within revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of goods sold. Sales taxes and other usage-based taxes are excluded from revenue. The Company does not evaluate whether the selling price includes a financing interest component for contracts that are less than a year. The Company also expenses costs incurred to obtain a contract, primarily sales commissions, as all obligations will be settled in less than one year.

The Company typically receives payment 30 to 60 days from the point it has satisfied the related performance obligation. See Note 16, “Segment Information” for revenue disaggregated by geography and product categories.

3. ACQUISITIONS

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

~~The~~Fiscal 2022

On December 21, 2021, Atkore HDPE, LLC and Allied Tube and Conduit Corporation, wholly-owned subsidiaries of the Company acquired ~~all~~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. As a result of the ~~outstanding stock~~acquisition, the Company preliminarily recognized $7,138 of ~~Calpipe Industries, LLC ("Calpipe") on September 29, 2017~~goodwill, $11,946 of identifiable intangible assets and ~~Flexicon Limited ("Flexicon") on September 1, 2017.~~ $4,111 of working capital and other net other tangible assets. As of December 24, 2021, the purchase price allocation has not been finalized as the Company is finalizing working capital, intangible asset and fixed asset fair values.

On ~~May 18, 2017, Unistrut, Ltd,~~December 20, 2021, Columbia-MBF Inc., a wholly-owned ~~indirect~~ subsidiary of the Company acquired all of the outstanding stock of ~~Marco Cable Management ("Marco"~~Sasco Tubes & Roll Forming Inc. (“Sasco”)., for a purchase price of $15,767, of which $12,903 was paid at closing and additional purchase price payable of $2,864 was accrued. Sasco is a Canadian manufacturer of metal framing and related products serving the electrical, mechanical, construction and solar industries. As a result of the acquisition, the Company preliminarily recognized $6,033 of goodwill, $6,715 of identifiable intangible assets and $3,019 of working capital and other net other tangible assets. As of December 24, 2021, the purchase price allocation has not been finalized as the Company is finalizing working capital, intangible asset and fixed asset fair values.

Fiscal 2021

On February 24, 2021, Atkore Southwest, LLC, a wholly-owned subsidiary of the Company acquired the assets of FRE Composites USA Inc. and separately the Company acquired all of the outstanding stock of FRE Composites Inc., collectively described as FRE Composites Group (“FRE Composites”), for a purchase price of $36,993, net of cash received.FRE Composites is a leading manufacturer of fiberglass conduit for the electrical and industrial market.The purchase price was allocated to tangible and intangible assets acquired and liabilities assumed, based on their ~~estimated~~fair values.

On October 22, 2020, Atkore Plastics Southeast, LLC, a wholly-owned subsidiary of the Company acquired the assets of Queen City Plastics, Inc. (“Queen City Plastics”), a leading manufacturer of PVC conduit, elbows and fittings for the electrical market.The purchase price was allocated to tangible assets acquired and liabilities assumed based on their fair values. The purchase price of $6,214 was deemed immaterial to the Company.

The following section provides purchase price allocation disclosures and other financial disclosures for significant acquisitions for the applicable fiscal years.

The purchase price for FRE Composites, which was finalized during the fourth quarter of fiscal 2021, was allocated to tangible and intangible assets acquired and liabilities assumed, based on their fair values.The following table summarizes the Level 3 fair values assigned to the net assets acquired and liabilities assumed as of the acquisition ~~date:~~date for fiscal 2021:

(in thousands) Calpipe Industries, Inc. Other Total
Fair value of consideration transferred:
Cash consideration $ 110,155
$ 87,649
$ 197,804
Purchase price payable 2,278
—
2,278
Settlement of pre-existing relationship (382 ) —
(382 )
Total consideration transferred 112,051
87,649
199,700
Fair value of assets acquired and liabilities assumed:

Cash 5,051
8,830
13,881
Accounts receivable 10,918
7,588
18,506
Inventories 20,319
7,222
27,541
Intangible assets 62,720
48,476
111,196
Fixed assets 3,665
8,286
11,951
Accounts payable (1,601 ) (1,550 ) (3,151 )
Other (8,213 ) (3,714 ) (11,927 )
Net assets acquired 92,859
75,138
167,997
Excess purchase price attributed to goodwill acquired $ 19,192
$ 12,511
$ 31,703


(in thousands)	FRE Composites
Fair value of consideration transferred:
Cash consideration	$	36,993




Fair value of assets acquired and liabilities assumed:
Cash	437
Accounts receivable	2,163
Inventories	3,355
Intangible assets	18,300
Fixed assets	8,509
Accounts payable	(1,186)

Income taxes	(4,293)
Other	(240)
Net assets acquired	27,045
Excess purchase price attributed to goodwill acquired	$	9,948

The Company estimates $1.6 million of the goodwill recognized on the FRE acquisition is deductible for tax purposes.Goodwill recognized from the acquisitions in fiscal 2021 and 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 ~~dates:~~date:


	FRE Composites
($ in thousands)	Fair Value		Weighted Average Useful Life (Years)
Customer relationships	$	14,700	12
Other	3,600		6
Total intangible assets	$	18,300

Calpipe Industries, Inc. Other
($ in thousands) Fair Value Weighted Average Useful Life (Years) Fair Value Weighted Average Useful Life (Years)
Customer relationships $ 56,124
10 $ 45,411
10
Other 6,596
10 3,065
6
Total intangible assets $ 62,720
10 $ 48,476
10

~~The purchase price allocation, intangible asset values~~Net sales and ~~related estimates~~net income of ~~useful lives~~both the above acquisitions are included in the condensed consolidated statement of operations for ~~Calpipe~~the post-acquisition periods.Due to the immaterial nature of these acquisitions, both individually and ~~Flexicon are preliminary, as~~in the aggregate, the Company ~~is finalizing its fair value estimates~~did not include the full year pro forma results of ~~intangible assets, fixed assets and working capital items.~~operations for the acquisition year or previous years.

4. POSTRETIREMENT BENEFITS

The Company provides pension benefits through a number aof noncontributory and contributory defined benefit retirement plans covering eligible U.S. employees. As of September 30, 2017, all defined pension benefit plans ~~are~~were frozen, whereby participants no longer accrue credited service. The net periodic benefit ~~cost~~credit was as follows:


		Three months ended
(in thousands)	Note	December 24, 2021		December 25, 2020
Interest cost		$	739	$	682
Expected return on plan assets		(1,348)		(1,606)
Amortization of actuarial loss		158		333
Net periodic benefit credit	5	$	(451)	$	(591)

Three months ended
(in thousands) Note December 29, 2017 December 30, 2016
Service cost $ —
$ 512
Interest cost 5 1,024
948
Expected return on plan assets 5 (1,604 ) (1,650 )
Amortization of actuarial loss 5 86
326
Net periodic benefit cost $ (494 ) $ 136

~~During fiscal 2018, the Company adopted ASU~~ ~~2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~.The ASU requires all pension costs, with the exception of service costs, to be included as a component of non-operating income on the Company's condensed consolidated statements of operations. Prior to the adoption of ASU 2017-07, pension costs were reported as cost of sales and selling, general and administrative expenses on the Company's condensed consolidated statements of income. As a result of the early adoption of ASU 2017-07, the Company reclassified $376 from operating income to other expense (income), net on the condensed consolidated statements of operations for the three months ended December 30, 2016. Prior year amounts have been reclassified to conform to the current year presentation in our condensed consolidated financial statements.

~~4. RESTRUCTURING CHARGES~~

~~The liability for restructuring reserves is included within other current liabilities in the Company's condensed consolidated balance sheets as follows:~~

Electrical Raceway MP&S Other/Corporate
(in thousands) Severance Other Severance Other Severance Other Total
Balance as of September 30, 2016 $ 841
$ —
$ —
$ 539
$ —
$ —
$ 1,380
Charges 527
439
422
63
71
—
1,522
Utilization (917 ) (209 ) (166 ) (556 ) (71 ) —
(1,919 )
Reversal —
(230 ) —
(36 ) —
—
(266 )
Exchange rate effects (2 ) —
22
—
—
—
20
Balance as of September 30, 2017 449
—
278
10
—
—
737
Charges —
408
27
—
—
—
435
Utilization (71 ) (168 ) (126 ) (10 ) —
—
(375 )
Reversal —
—
(173 ) —
—
—
(173 )
Exchange rate effects 6
—
(6 ) —
—
—
—
Balance as of December 29, 2017 $ 384
$ 240
$ —
$ —
$ —
$ —
$ 624

The Company expects to utilize all restructuring accruals as of December 29, 2017 within the next twelve months. The net restructuring charges included as a component of selling, general and administrative expenses in the Company's condensed consolidated statements of operations were as follows:

Three months ended
(in thousands) December 29, 2017 December 30, 2016
Total restructuring charges, net $ 262
$ 389

5. OTHER ~~EXPENSE (INCOME),~~INCOME, NET

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


	Three months ended
(in thousands)	December 24, 2021		December 25, 2020

Undesignated foreign currency derivative instruments	(176)		2,617
Foreign exchange loss (gain) on intercompany loans	319		(2,457)

Pension-related benefits	(451)		(591)


Other income, net	$	(308)	$	(431)

Three months ended
(in thousands) December 29, 2017 December 30, 2016 As Adjusted*
Undesignated foreign currency derivate instruments $ 1,224
$ —
Foreign exchange gain on intercompany loans (444 ) —
Pension-related benefits (494 ) (376 )
Other expense (income), net $ 286
$ (376 )

* Adjusted due to the adoption of ASU 2017-07. See Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies'' for additional information.

6. INCOME TAXES

On December 22, 2017, "H.R.1," also known as the "Tax Cuts and Jobs Act," was signed into law. H.R.1 provides for significant changes to corporate taxation including, but not limited to, a reduction of the federal corporate tax rate from 35% to 21%, limitations on the deductibility of interest expense and executive compensation, full expensing of the costs of qualified property in the period of acquisition and the elimination of the domestic production activities deduction. The legislation also adopts a new quasi-territorial tax regime and imposes a one-time transition tax on deemed repatriated earnings of certain foreign subsidiaries.

The Company has estimated the impact of the new legislation on its financial position based on information currently available and will continue to assess the impact as the year progresses and additional guidance is received. As a fiscal year filer, the Company will have a blended federal statutory rate of 24.5% for fiscal year 2018, in accordance with rules described in Section 15 of the Internal Revenue Code, and a federal statutory rate of 21.0% for fiscal year 2019 and following years. The value of the Company’s net deferred tax liability on the balance sheet will decrease as a result of the newly enacted tax rates, creating a one-time tax benefit to the Company; the preliminary analysis of the impact, using December 29, 2017 values, is an estimated decrease to the net deferred tax liability of $4,758, which is recognized as a discrete item during the three months ended December 29, 2017. The Company has an accumulated earnings and profit deficit in the foreign jurisdictions in which it operates. As a result, it does not anticipate an income tax liability from the one-time transition tax on the deemed repatriation of its foreign earnings. The net tax expense is based on provisional amounts and the Company's current best estimates. Any adjustments recorded to the provisional amounts through the first quarter of fiscal 2019 will be included in income from operations as an adjustment to tax expense (benefit) on the Company's condensed consolidated statements of operations. The provisional amounts incorporate assumptions made based upon the Company's current interpretation of H.R.1 and may change as the Company receives additional clarification and implementation guidance.

For the three months ended December ~~29, 2017~~24, 2021 and December ~~30, 2016,~~25, 2020, the ~~Company's~~Company’s effective tax rate attributable to income before income taxes was ~~8.5%~~21.8% and 24.1%, respectively. For the three months ended December ~~29, 2017~~24, 2021 and December ~~30, 2016,~~25, 2020, the ~~Company's~~Company’s income tax expense was ~~$2,516~~$56,975 and ~~$5,507,~~$26,964 respectively.The decrease in the current period effective tax rate was primarily ~~due to~~driven by an increase in the ~~one-time~~excess tax benefit ~~of the revaluation of the Company's deferred tax liabilities as a result of the enactment of H.R.1.~~associated with stock compensation.

~~The Company has recorded a~~A valuation allowance has been recorded against certain net operating losses in certain foreign jurisdictions. A valuation allowance is recorded when it is determined to be more likely than not that ~~deferred tax~~these assets will not be fully realized in the foreseeable future. The realization of deferred tax assets is dependent upon whether the Company can generate future taxable income ofin the appropriate character ~~in the relevant~~and jurisdiction to utilize the assets. The amount of the deferred tax assets considered realizable is subject to adjustment in future periods.

The Company recognizes the benefits of uncertain tax positions taken or expected to be taken in tax returns in the provision for income taxes only for those positions that ~~it has~~we have determined are more likely than not to be realized upon examination. ~~The Company records~~We record interest and penalties related to unrecognized tax benefits as a component of income tax expense. ~~The Company is fully indemnified~~During the three months ended December 24, 2021, the balance of unrecognized tax benefits increased by ~~its former parent for uncertain tax positions taken prior~~$1,218 primarily due to ~~December 22, 2010.~~the accrual of state reserves.

For the three months ended December ~~29, 2017,~~24, 2021, the Company made no additional provision for U.S. or non-U.S. income taxes for unrecognized deferred tax liabilities for temporary differences related to basis differences in investments in subsidiaries, as the investments are essentially permanent in duration.

7. EARNINGS PER SHARE

The Company calculates basic and diluted earnings per common share using the two-class method. Under the two-class method, net earnings are allocated to each class of common stock and participating securities as if all of the net earnings for the period had been distributed. The Company’s participating securities consist of share-based payment awards that contain a non-forfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common stockholders.

Basic earnings per common share excludes dilution and is ~~computed~~calculated by dividing the net ~~income available~~earnings allocated to common ~~stockholders~~stock by the weighted-average number ~~of shares~~ of common stock outstanding for the period.

Diluted earnings per common share is ~~computed~~calculated by dividing net ~~income available~~earnings allocated to common ~~stockholders~~stock by the weighted-average number of shares ~~of common stock~~ outstanding for the period, as adjusted ~~to include~~for the ~~number of shares of common stock that would have been outstanding had potentially dilutive shares of common stock been issued. The~~potential dilutive effect of ~~stock options, performance stock units~~non-participating share-based awards.

The following table sets forth the computation of basic and ~~restricted stock units ("RSU's") are reflected in~~ diluted earnings per share by applying the treasury stock method. There are no other potentially dilutive instruments outstanding. Performance shares were excluded from the calculation of diluted shares since none of the performance or market conditions were met for the periods presented. Holders of certain stock-based compensation awards are eligible to receive dividends, requiring the Company to use the two-class method. Net income allocated to participating securities was not significant for the periods presented below.share:


	Three months ended
(in thousands, except per share data)	December 24, 2021		December 25, 2020
Numerator:
Net income	$	204,843	$	85,066
Less: Undistributed earnings allocated to participating securities	3,642		1,656
Net income available to common shareholders	$	201,201	$	83,410

Denominator:
Basic weighted average common shares outstanding	45,980		46,917
Effect of dilutive securities: Non-participating employee stock options (1)	595		630
Diluted weighted average common shares outstanding	46,575		47,547
Basic earnings per share	$	4.38	$	1.78
Diluted earnings per share	$	4.32	$	1.75


(1) Stock options to purchase approximately 0.0 million and 0.1 million shares of common stock were outstanding during the three months ended December 24, 2021 and December 25, 2020, respectively, but were not included in the calculation of diluted earnings per share as the impact of these options would have been anti-dilutive.

Three months ended
(in thousands, except per share data) December 29, 2017 December 30, 2016
Basic:
Net income $ 27,189
$ 17,382
Weighted-average shares outstanding 63,316
62,642
Basic earnings per share $ 0.43
$ 0.28

Diluted:
Net income $ 27,189
$ 17,382
Weighted-average shares outstanding - basic 63,316
62,642
Effect of dilutive securities: Stock compensation plans⁽¹⁾
2,673
3,278
Weighted-average shares outstanding - diluted 65,989
65,920
Diluted earnings per share $ 0.41
$ 0.26

(1) Stock options to purchase approximately 0.4 million shares of common stock were outstanding during the three months ended December 29, 2017, but were not included in the calculation of diluted earnings per share as the impact of these options would have been anti-dilutive.
Stock options to purchase approximately 3.3 million shares of common stock were outstanding during the three months ended December 30, 2016, but were not included in the calculation of diluted earnings per share as the impact of these options would have been anti-dilutive.

8. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the changes in accumulated other comprehensive loss by component ~~net of tax:~~for the three months ended December 24, 2021 and December 25, 2020.


(in thousands)	Defined Benefit Pension Items		Currency Translation Adjustments		Total
Balance as of September 30, 2021	$	(19,318)	$	(9,408)	$	(28,726)
Other comprehensive loss before reclassifications	—		(1,458)		(1,458)
Amounts reclassified from accumulated other comprehensive income, net of tax	125		—		125
Net current period other comprehensive (loss) income	125		(1,458)		(1,333)

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


(in thousands)	Defined Benefit Pension Items		Currency Translation Adjustments		Total
Balance as of September 30, 2020	$	(30,761)	$	(11,793)	$	(42,554)
Other comprehensive income before reclassifications	—		7,051		7,051
Amounts reclassified from accumulated other comprehensive income, net of tax	262		—		262
Net current period other comprehensive income	262		7,051		7,313

Balance as of December 25, 2020	$	(30,499)	$	(4,742)	$	(35,241)

(in thousands)
Defined benefit
pension items

Currency
translation
adjustments
Total
Balance as of September 30, 2017 $ (10,445 ) $ (7,537 ) $ (17,982 )
Other comprehensive income before reclassifications —
331
331
Amounts reclassified from accumulated other
comprehensive loss
65
—
65
Net current period other comprehensive income 65
331
396
Balance as of December 29, 2017 $ (10,380 ) $ (7,206 ) $ (17,586 )

9. INVENTORIES, NET

A majority of the ~~Company's~~Company’s inventories are recorded at the lower of cost (primarily last in, first out, or ~~"LIFO"~~“LIFO”) or ~~market.~~market or net realizable value, as applicable. Approximately ~~77%~~82% and ~~75%~~81% of the ~~Company's~~Company’s inventories were valued at the

lower of LIFO cost or market at December ~~29, 2017~~24, 2021 and September 30, ~~2017,~~2021, respectively. Interim LIFO determinations, including those at December ~~29, 2017,~~24, 2021, are based on ~~management's~~management’s estimates of future inventory levels and costs for the remainder of the current fiscal year.


(in thousands)	December 29, 2017		September 30, 2017		(in thousands)	December 24, 2021		September 30, 2021
Purchased materials and manufactured parts, net	$	46,875	$	49,168	Purchased materials and manufactured parts, net	$	102,737	$	105,460
Work in process, net	20,398		17,598		Work in process, net	57,595		35,043
Finished goods, net	136,568		133,237		Finished goods, net	201,767		145,486
Inventories, net	$	203,841	$	200,003	Inventories, net	$	362,099	$	285,989

Total inventories would be ~~$7,190~~$135,488 higher and ~~$4,915~~$108,911 higher than reported as of December ~~29, 2017~~24, 2021 and September 30, ~~2017,~~2021, respectively, if the first-in, first-out method was used for all inventories. As of December ~~29, 2017~~24, 2021, and September 30, ~~2017,~~2021, the excess and obsolete inventory reserve was ~~$8,512~~$15,421 and ~~$8,432,~~$11,780, respectively.

10. PROPERTY, PLANT AND EQUIPMENT

As of December ~~29, 2017~~24, 2021, and September 30, ~~2017,~~2021, property, plant and equipment ~~at cost~~ and accumulated depreciation were as follows:


(in thousands)	December 24, 2021		September 30, 2021
Land	$	22,965	$	23,043
Buildings and related improvements	136,860		136,680
Machinery and equipment	379,146		372,503
Leasehold improvements	9,835		9,720
Software	28,317		28,288
Construction in progress	48,447		43,055
Property, plant and equipment, at cost	625,570		613,289
Accumulated depreciation	(348,712)		(337,667)
Property, plant and equipment, net	$	276,858	$	275,622

(in thousands) December 29, 2017 September 30, 2017
Land $ 13,295
$ 13,296
Buildings and related improvements 105,290
105,154
Machinery and equipment 266,106
263,575
Leasehold improvements 6,808
6,744
Construction in progress 18,443
16,160
Property, plant and equipment 409,942
404,929
Accumulated depreciation (202,455 ) (196,310 )
Property, plant and equipment, net $ 207,487
$ 208,619

Depreciation expense for the three months ended December ~~29, 2017~~24, 2021 and December ~~30, 2016~~25, 2020 totaled ~~$8,523~~$11,817 and ~~$8,039,~~$10,783 respectively.

11. GOODWILL AND INTANGIBLE ASSETS

Changes in the carrying amount of goodwill are as follows:

(in thousands) Electrical Raceway Mechanical Products & Solutions Total
Balance as of October 1, 2017 $ 108,528
$ 39,188
$ 147,716
Purchase price adjustments 227
—
227
Exchange rate effects 118
—
118
Balance as of December 29, 2017 $ 108,873
$ 39,188
$ 148,061


(in thousands)	Electrical		Safety & Infrastructure		Total
Balance as of September 30, 2021	$	155,471	$	43,577	$	199,048
Goodwill acquired during year	7,138		6,033		13,171
Exchange rate effects	(325)		34		(291)
Balance as of December 24, 2021	$	162,284	$	49,644	$	211,928

Goodwill acquired from the Calpipe and Flexicon acquisitions is based on a preliminary purchase price allocations and is subject to final valuations of intangible assets, fixed assets and working capital items. See Note 2, ''Acquisitions'' to our unaudited condensed consolidated financial statements. Goodwill balances as of October 1, ~~2017~~2021 and December ~~29, 2017~~24, 2021 include $3,924 and $43,000 of accumulated impairment losses within the Electrical ~~Raceway~~ and ~~MP&S~~Safety & Infrastructure segments, respectively.

The Company assesses the recoverability of goodwill and indefinite-lived trade names on an annual basis in accordance with ~~Accounting Standards Codification ("ASC")~~ASC 350, ~~"Intangibles~~“Intangibles - Goodwill and Other."” The measurement date is the first day of the fourth fiscal quarter, or more frequently, if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit or the respective indefinite-lived trade name is less than the carrying value. ~~During the~~ ~~three months ended December 29, 2017, there were no such events or circumstances; therefore, the Company did not perform a test to assess the recoverability of goodwill or indefinite-lived trade names.~~

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


		December 24, 2021						September 30, 2021
($ in thousands)	Weighted Average Useful Life (Years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Amortizable intangible assets:
Customer relationships	11	$	387,626	$	(243,020)	$	144,606	$	371,048	$	(234,946)	$	136,102
Other	7	25,339		(11,450)		13,889		23,633		(11,411)		12,222
Total		412,965		(254,470)		158,495		394,681		(246,357)		148,324
Indefinite-lived intangible assets:
Trade names		92,880		—		92,880		92,880		—		92,880
Total		$	505,845	$	(254,470)	$	251,375	$	487,561	$	(246,357)	$	241,204

December 29, 2017 September 30, 2017
($ in thousands) Weighted Average Useful Life (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value
Amortizable intangible assets:
Customer relationships 12 $ 352,829
$ (126,062 ) $ 226,767
$ 350,129
$ (118,273 ) $ 231,856
Other 7 26,604
(10,184 ) 16,420
27,819
(9,266 ) 18,553
Total 379,433
(136,246 ) 243,187
377,948
(127,539 ) 250,409
Indefinite-lived intangible assets:
Trade names 93,880
—
93,880
93,880
—
93,880
Total $ 473,313
$ (136,246 ) $ 337,067
$ 471,828
$ (127,539 ) $ 344,289

Other intangible assets consist of definite-lived trade names, technology, non-compete agreements and backlogs. Amortization expense for the three months ended December ~~29, 2017~~24, 2021 and December ~~30, 2016~~25, 2020 was ~~$8,687~~$8,229 and ~~$5,589,~~$8,260, respectively. Expected amortization expense for intangible assets for the remainder of fiscal ~~2018~~2022 and over the next five years and thereafter is as follows:


(in thousands)
Remaining 2022	$	30,399
2023	37,191
2024	31,548
2025	17,575
2026	15,810
2027	13,261
Thereafter	12,711

(in thousands)
Remaining 2018 $ 24,754
2019 33,254
2020 32,769
2021 31,200
2022 30,377
2023 30,134
Thereafter 60,699

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

12. DEBT

Debt as of December ~~29, 2017~~24, 2021 and September 30, ~~2017~~2021 was as follows:


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


Senior Secured Term Loan Facility due May 26, 2028	371,167		371,095
Senior Notes due June 2031	400,000		400,000
Deferred financing costs	(12,243)		(12,709)
Total debt	$	758,924	$	758,386

Long-term debt	$	758,924	$	758,386

(in thousands) December 29, 2017 September 30, 2017
First Lien Term Loan Facility due December 22, 2023 $ 493,928
$ 495,134
ABL Credit Facility 42,000
85,000
Deferred financing costs (4,299 ) (4,496 )
Other 388
440
Total debt $ 532,017
$ 576,078
Less: Current portion 4,215
4,215
Long-term debt $ 527,802
$ 571,863

The ~~asset based~~asset-based credit facility ~~("ABL~~(the “ABL Credit ~~Facility"~~Facility”) has aggregate commitments of ~~$325,000 and~~$325,000. AII is the borrower under the ABL Credit Facility which is guaranteed by ~~AIH~~the Company and all other subsidiaries of the ~~U.S. operating companies owned by AII. AII's~~Company (other than AII) that are guarantors of the Senior Notes. AII’s availability under the ABL Credit Facility was ~~$206,706 and $172,994~~$315,499 as of December ~~29, 2017~~24, 2021 and September 30, ~~2017, respectively.~~2021.

13. FAIR VALUE MEASUREMENTS

Certain assets and liabilities are required to be recorded at fair value on a recurring basis.

The Company uses forward currency contracts to hedge the effects of foreign exchange relating to certain of the Company’s intercompany ~~receivables~~balances denominated in a foreign currency. These derivative instruments are not formally designated as hedges by the Company and the terms of these instruments range from six months to ~~five years.~~nine months. 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 (income),~~income, net within the condensed consolidated statements of operations. See Note 5, ~~''Other Expense (Income), net''~~“Other Income, net” for further detail.

The total notional ~~amount~~amounts of undesignated forward currency contracts were ~~£50.8~~£37.4 million and ~~£52.6~~£37.4 million as of December ~~29, 2017~~24, 2021 and September 30, ~~2017,~~2021, respectively. Cash flows associated with derivative financial instruments are recognized in the operating section of the condensed consolidated statements of cash flows. The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles.

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


	December 24, 2021				September 30, 2021
(in thousands)	Level 1		Level 2		Level 1		Level 2
Assets
Cash equivalents	$	314,155	$	—	$	489,987	$	—
Forward currency contracts	—		304		—		127
Liabilities
Forward currency contracts	—		$	163	—		183

December 29, 2017 September 30, 2017
(in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Assets
Cash equivalents $ 47
$ —
$ —
$ 571
$ —
$ —
Liabilities
Forward currency contracts —
4,160
—
—
2,936
—

The ~~Company's~~Company’s remaining financial instruments consist primarily of cash, accounts receivable and accounts payable whose carrying value approximate their fair value due to their short-term nature.

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


	December 24, 2021				September 30, 2021
(in thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value

Senior Secured Term Loan Facility due May 26, 2028	$	373,000	$	371,601	$	373,000	$	371,486
Senior Notes due June 2031	$	400,000	$	410,864	$	400,000	$	415,828
Total Debt	$	773,000	$	782,465	$	773,000	$	787,314

December 29, 2017 September 30, 2017
(in thousands) Carrying Value Fair Value Carrying Value Fair Value
First Lien Term Loan Facility due December 22, 2023 $ 495,000
$ 497,673
$ 496,250
$ 498,979

In determining the approximate fair value of its long-term debt, the Company used the trading ~~value~~values among financial institutions, ~~which were classified~~and these values fall within Level 2 of the fair value hierarchy. The carrying value of the ABL Credit Facility approximates fair value due to it being a market-linked variable rate debt.

14. COMMITMENTS AND CONTINGENCIES

The Company has obligations related to commitments to purchase certain goods. As of December ~~29, 2017,~~24, 2021, such obligations were ~~$180,065~~$361,295 for the rest of fiscal year ~~2018, $1,871~~2022 and $9,789 for fiscal year ~~2019~~2023 and ~~$8 thereafter.~~beyond. These amounts represent open purchase orders for materials used in production.

Insurable Liabilities — The Company maintains policies with various insurance companies for its workers’ compensation, product, property, general, auto, and executive liability risks. The insurance policies that the Company maintains have various retention levels and excess coverage limits. The establishment and update of liabilities for unpaid claims, including claims incurred but not reported, is based on management's estimate as a result of the assessment by the Company's claim administrator of each claim and an independent actuarial valuation of the nature and severity of total claims. The Company utilizes a third-party claims administrator to pay claims, track and evaluate actual claims experience, and ensure consistency in the data used in the actuarial valuation.

Legal Contingencies — ~~The Company is a defendant in~~ Historically, a number of ~~pending legal proceedings, some of which were inherited from its former parent, Tyco International Ltd., including certain product liability claims. Several~~ lawsuits have been filed against the Company and the Company has also received other claim demand letters alleging that the Company's anti-microbial coated steel sprinkler pipe, which the Company has not manufactured or sold for several years, is incompatible with chlorinated polyvinyl chloride and caused stress cracking in such pipe manufactured by third parties when installed together in the same sprinkler system, which the Company refers to collectively as the ~~"Special~~“Special Products Claims.~~" After an analysis of claims experience,~~” During fiscal 2019, after a court judgment was issued in one case between the Company ~~reserved~~and Tyco International Ltd. (“Tyco”), the Company’s former parent, regarding the indemnification of expenses, fees and settlement amounts relating to the incompatibility issue, the Company and Tyco entered into a global settlement regarding the issue. The Company agreed to fund the total settlement in exchange for Tyco's agreement to cap the Company’s Special Products Claim deductible at $12,000, as opposed to the $13,000 cap negotiated within the original indemnity agreement. In conjunction with the payment of that settlement, Tyco and the Company examined the Company’s total Special Products Claim payments and agreed that with that settlement payment and payment of a few other legal fee invoices, all of which have now been paid, the Company had met its ~~best estimate of the probable and reasonably estimable losses~~$12,000 deductible obligation related to these ~~matters. The~~Special Products Claims. Tyco, now Johnson Controls, Inc. (“JCI”), has a contractual obligation to indemnify the Company in respect of all remaining and future claims of incompatibility between the Company's ~~total product liability reserves for~~antimicrobial coated steel sprinkler pipe and CPVC pipe used in the same sprinkler system. JCI is currently defending the Company in the Special Product Claims and since 2019 has defended and indemnified the Company on Special Products Claims ~~and other product liability matters were $4,973 and $5,872~~ as of December 29, 2017 and September 30, 2017, respectively. As of December 29, 2017, the Company believes that the range of probable losses for Special Products Claims and other product liabilities is between $3,000 and $10,000.required.

At this time, the Company does not expect the outcome of the Special Products Claims proceedings, either individually or in the aggregate, to have a material adverse effect on its business, financial condition, results of operations or cash flows, and the Company believes that its reserves are adequate for all ~~claims, including~~remaining contingencies for Special Products Claims contingencies. However, it is possible that additional reserves could be required in the future that could have a material adverse effect on the Company's business, financial condition, results of operations or cash flows. This additional loss or range of losses cannot be recorded at this time, as it is not reasonably estimable.Claims.

During fiscal 2017, the U.S. Department of Commerce ruled on a scope request in relation to an Antidumping Duty Order for Malleable Iron Pipe Fittings from China. The ruling subjects certain of the Company's imports of conduit fittings within the Atkore Steel Components Inc. business (acquired in November 2014) to antidumping duties, which are incremental to the duties previously paid upon importation. The Company is appealing the scope decision and established an accrual of $7,501 during second quarter of fiscal 2017 for the related contingent liability with the related expense recorded in selling, general and administrative in the Company's condensed consolidated statements of operations which covers the post-acquisition period through the date of the scope ruling.

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~~Company’s business. These matters generally relate to disputes arising out of the use or installation of the ~~Company's~~Company’s products, product liability litigation, contract disputes, patent infringement accusations, employment matters, personal injury claims and similar matters. On the basis of information currently available to the Company, it does not believe that existing proceedings and claims will have a material adverse effect on its business, financial condition, results of operations or cash flows. 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.

15. GUARANTEES

The Company ~~has~~had outstanding letters of credit totaling ~~$8,560~~$9,501 supporting ~~workers'~~workers’ compensation and general liability insurance policies as of December ~~29, 2017.~~24, 2021. The Company also ~~has~~had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling ~~$33,200~~$1,852 as of December ~~29, 2017.~~24, 2021.

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~~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. In the opinion of management, such obligations will not have a material adverse effect on the ~~Company's~~Company’s business, financial condition, results of operations or cash flows.

16. SEGMENT INFORMATION

The ~~Company has two operating segments, which are also its reportable segments. The Company's operating segments are organized based upon primary market channels~~Electrical segment manufactures high quality products used in the construction of electrical power systems including conduit, cable and installation accessories. This segment serves contractors in ~~most instances, the end use of products.~~

Through its Electrical Raceway segment, the Company manufactures products that deploy, isolate and protect a structure's electrical circuitry from the original power source to the final outlet. These products, which include electrical conduit, armored cable, cable trays, mounting systems and fittings, are critical components ofpartnership with the electrical ~~infrastructure for new construction~~wholesale channel.

The Safety & Infrastructure segment designs and maintenance, repair and remodel markets. The vast majority of the Company's Electrical Raceway Net sales are made to electrical distributors, who then serve electrical contractors, and the Company considers both to be customers.

Through the MP&S segment, the Company provides products and services that frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications. The Company's principal products in this segment aremanufactures solutions including metal framing, ~~products~~mechanical pipe, perimeter security and ~~in-line galvanized mechanical tube. Through its metal framing business,~~cable management for the ~~Company designs, manufactures~~protection and ~~installs metal strut~~reliability of critical infrastructure. These solutions are marketed to contractors, original equipment manufacturers and ~~fittings used to assemble mounting structures that support heavy equipment and electrical content in buildings and other structures.~~

end users.

Both segments use Adjusted EBITDA as the primary measure of profit and loss. Segment Adjusted EBITDA is ~~the sum of~~ income (loss) before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, interest expense, net, restructuring charges, stock-based compensation, loss ~~(gain)~~ on extinguishment of debt, ~~restructuring and impairments, stock-based compensation, consulting fees, multi-employer pension withdrawal,~~ certain legal matters, transaction costs ~~gain on sale of joint venture~~ and other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax positions, and realized or unrealized gain (loss) on foreign currency ~~transactions.~~impacts of intercompany loans and related forward currency derivatives.

Intersegment transactions primarily consist of product sales at designated transfer prices on an ~~arms-length~~arm’s-length basis. Gross profit earned and reported within the segment is eliminated in the ~~Company's~~Company’s consolidated results. Certain manufacturing and distribution expenses are allocated between the segments on a pro rata basis due to the shared nature of activities. Recorded amounts represent a proportional amount of the quantity of product produced for each segment. Certain assets, such as machinery and equipment and facilities, are not allocated to each segment despite serving both segments. These shared assets are reported within the Safety & Infrastructure segment. The Company allocates certain corporate operating expenses that directly benefit our operating segments, such as insurance and information technology, on a basis that reasonably approximates an estimate of the use of these services.


	Three months ended															Three months ended
	December 29, 2017							December 30, 2016								December 24, 2021						December 25, 2020
(in thousands)	External Net Sales		Intersegment Sales			Adjusted EBITDA		External Net Sales		Intersegment Sales			Adjusted EBITDA		(in thousands)	External Net Sales		Intersegment Sales		Adjusted EBITDA		External Net Sales		Intersegment Sales		Adjusted EBITDA
Electrical Raceway	$	316,005	$	518		$	56,160	$	241,939	$	446		$	42,117
MP&S	98,553		21			$	10,809	95,652		29			$	15,781
Electrical															Electrical	$	640,344	$	1,339	$	279,547	$	386,320	$	825	$	133,273
Safety & Infrastructure															Safety & Infrastructure	200,457		53		27,432		124,762		3		14,252
Eliminations	—		(539		)			—		(475		)			Eliminations	—		(1,392)				—		(828)
Consolidated operations	$	414,558	$	—				$	337,591	$	—				Consolidated operations	$	840,801	$	—			$	511,082	$	—

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

Three months ended
(in thousands) December 29, 2017
December 30, 2016
Operating segment Adjusted EBITDA
Electrical Raceway $ 56,160
$ 42,117
MP&S 10,809
15,781
Total 66,969

57,898
Unallocated expenses ^(a)
(8,482 ) (8,007 )
Interest expense, net (6,594 ) (9,830 )
Depreciation and amortization (17,210 ) (13,628 )
Loss on extinguishment of debt —
(9,805 )
Restructuring and impairments (262 ) (389 )
Stock-based compensation (3,564 ) (2,720 )
Transaction costs (645 ) (1,560 )
Other (507 ) 10,930
Income before income taxes $ 29,705
$ 22,889

(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.


	Three months ended
(in thousands)	December 24, 2021		December 25, 2020
Operating segment Adjusted EBITDA
Electrical	$	279,547	$	133,273
Safety & Infrastructure	27,432		14,252
Total	$	306,979	$	147,525
Unallocated expenses (a)	(13,969)		(10,535)
Depreciation and amortization	(20,046)		(19,044)
Interest expense, net	(6,918)		(8,254)



Stock-based compensation	(3,427)		(5,522)
Other (b)	(801)		7,860
Income before income taxes	$	261,818	$	112,030

(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, 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, restructuring costs and transaction costs.

~~17. SUBSEQUENT EVENTS~~

~~On January 8, 2018,~~The Company’s net sales by geography were as follows for the ~~Company acquired~~three months ended December 24, 2021 and December 25, 2020:


	Three months ended
(in thousands)	December 24, 2021		December 25, 2020
United States	$	757,398	$	454,764
Other Americas	22,487		6,773
Europe	50,454		39,354
Asia-Pacific	10,462		10,191
Total	$	840,801	$	511,082

The table below shows the ~~assets~~amount of ~~Communications Integrators, Inc. ("Cii"), a manufacturer of modular, prefabricated power, voice and data distribution systems located in Tempe, Arizona.~~

~~On February 2, 2018, the Company completed a stock repurchase transaction whereby the Company repurchased~~net sales from ~~CD&R Allied Holdings, L.P. (the "CD&R Investor"), a related party, approximately 17.2 million shares~~external customers for each of the ~~Company's common stock, par value $0.01 per share, at a per share price equal to $21.77,~~Company’s product categories which ~~approximated fair value on~~accounted for 10% or more of consolidated net sales in either period for the ~~date of pricing for a total purchase price of approximately $375 million, subject to the terms~~three months ended December 24, 2021 and ~~conditions set forth in the stock purchase agreement. As a result of the stock repurchase transaction, the CD&R Investor ownership decreased to approximately 29%.~~December 25, 2020:

On February 2, 2018, the Company borrowed an incremental $425 million under the First Lien Term Loan Facility at an interest rate of LIBOR plus 2.75%. Under this financing transaction, the interest rate on the pre-existing First Lien Term Loan Facility was also reduced to LIBOR plus 2.75%. The Company used proceeds from the incremental borrowing to i) repurchase common shares from the CD&R Investor, ii) repay all outstanding loans under the ABL Credit Facility and iii) pay related fees and expenses.


	Three months ended
(in thousands)	December 24, 2021		December 25, 2020
Metal Electrical Conduit and Fittings	$	149,876	$	124,829
Electrical Cable & Flexible Conduit	115,695		73,512
Plastic Pipe and Conduit	290,179		140,535

Other Electrical products	84,594		47,444
Electrical	640,344		386,320

Mechanical Pipe	111,243		65,511
Other Safety & Infrastructure products	89,214		59,251
Safety & Infrastructure	200,457		124,762
Net sales	$	840,801	$	511,082

Item 2. ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in this report. The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward- looking statements. Factors that could cause or contribute to these differences include those factors discussed below and included or referenced elsewhere in this report, particularly in the sections entitled ~~"Forward-Looking Statements"~~ “Forward-Looking Statements”and ~~"Risk Factors".~~“Risk Factors.”

Impacts of COVID-19

~~Recent Events~~

On January 8, 2018, the Company acquired the assets of Communications Integrators, Inc. ("Cii"), a manufacturer of modular, prefabricated power, voice and data distribution systems located in Tempe, Arizona.

On February 2, 2018, the Company completed a stock repurchase transaction whereby the Company repurchased from CD&R Allied Holdings, L.P. (the "CD&R Investor"), a related party, approximately 17.2 million sharesThe outbreak of the ~~Company's common stock, par value $0.01 per share, at~~novel coronavirus (“COVID-19”) has continued to spread and is currently classified as a ~~per share price equal~~pandemic which is contributing to ~~$21.77, which approximated fair value~~significant 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.

As of the date of ~~pricing for a total purchase price~~this filing, customers and end markets face some uncertainty and delays in the timing of ~~approximately $375 million, subject~~work. In particular, some construction site closures or project delays have occurred, and job sites have had to adjust to increased physical distancing and health-related precautions. Given the continued volatility within the economic impacts of the pandemic it is too difficult to make any judgment on how significant COVID-19 effects could become.

Factors that contribute to our ability to adjust to the ~~terms~~outbreak include currently being deemed an “essential business,” benefiting from mostly localized supply chains, and ~~conditions set forth~~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 ~~stock purchase agreement. As~~future. The extent to which COVID-19 will impact our business will depend on future developments and public health advancements, which are highly uncertain and cannot be predicted with confidence.

Currently, we have no COVID-19 related facility closures as we look to serve our current levels of demand. In response to COVID-19, we have implemented a ~~result~~variety of countermeasures to promote the ~~stock repurchase transaction, the CD&R Investor ownership decreased to approximately 29%.~~

~~U.S. Federal Income Tax Reform~~

On December 22, 2017, Congress enacted H.R. 1, which reforms major aspects of the U.S. federal income tax law affecting the Company. See Note 6, ''Income Taxes'' to the Company's unaudited condensed consolidated financial statements and ~~Item 1A. Risk Factors~~ ~~for additional information.~~

~~Use of Non-GAAP Measures~~

~~Adjusted EBITDA and Adjusted EBITDA Margin~~

~~We use Adjusted EBITDA and Adjusted EBITDA Margin in evaluating the performance~~safety of our ~~business,~~employees during this pandemic, including health screening, physical distancing practices, enhanced cleaning, use of personal protective equipment, and we use each in the preparation of our annual operating budgets and as indicators of business performance and profitability. We believe Adjusted EBITDA and Adjusted EBITDA Margin allow us to readily view operating trends, perform analytical comparisons and identify strategies to improve operating performance.remote work capabilities.

We define Adjusted EBITDA as net income (loss) before: depreciation and amortization, interest expense, net, loss (gain) on extinguishment of debt, income tax expense (benefit), restructuring and impairments, stock-based compensation, consulting fees, multi-employer pension withdrawal, certain legal matters, transaction costs, gain on sale of joint venture and other items, such as inventory reserves and adjustments and realized or unrealized gain (loss) on foreign currency transactions. We believe Adjusted EBITDA, when presented in conjunction with comparable accounting principles generally accepted in the United States of America ("GAAP") measures, is useful for investors because management uses Adjusted EBITDA as a profitability measure in evaluating the performance of our business.

~~We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of Net sales.~~

Adjusted EBITDA is not considered a measure of financial performance under GAAP and the items excluded therefrom are significant components in understanding and assessing our financial performance. Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation or as an alternative to such GAAP measures as net income (loss), cash flows provided by or used in operating, investing or financing activities or other financial statement data presented in our consolidated financial statements as an indicator of financial performance or liquidity. Some of these limitations are:

~~Adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs;~~

~~Adjusted EBITDA does not reflect interest expense, or the requirements necessary to service interest or principal payments on debt;~~

~~Adjusted EBITDA does not reflect income tax expense (benefit) or the cash requirements to pay taxes;~~

~~Adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; and~~

although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.

Because Adjusted EBITDA is not a measure determined in accordance with GAAP and is susceptible to varying calculations, Adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies.

~~The following table sets forth a reconciliation of net income to Adjusted EBITDA for the three months ended December 29, 2017 and December 30, 2016:~~

Three months ended
(in thousands) December 29, 2017 December 30, 2016
Net income $ 27,189
$ 17,382
Interest expense, net 6,594
9,830
Income tax expense 2,516
5,507
Depreciation and amortization 17,210
13,628
Loss on extinguishment of debt —
9,805
Restructuring and impairments^(a)
262
389
Stock-based compensation ^(b)
3,564
2,720
Transaction costs ^(c)
645
1,560
Other ^(d)
507
(10,930 )
Adjusted EBITDA $ 58,487
$ 49,891

(a) Restructuring amounts represent exit or disposal costs including termination benefits and facility closure costs. Impairment amounts represent write-downs of goodwill, intangible assets and/or long-lived assets. See Note 4, ''Restructuring Charges'' to our unaudited condensed consolidated financial statements for further detail.

~~(b) Represents stock-based compensation expenses related to stock option awards, performance stock awards and restricted stock awards.~~

~~(c) Represents expenses related to our acquisition and divestiture-related activities. See Note 2, ''Acquisitions'' to our unaudited condensed consolidated financial statements for further detail.~~

~~(d) Represents other items, such as inventory reserves and adjustments, realized or unrealized gain (loss) on foreign currency transactions and release of certain indemnified uncertain tax positions.~~

Results of Operations

The consolidated results of operations for the three months ended December ~~29, 2017~~24, 2021 and December ~~30, 2016~~25, 2020 were as follows:


	Three months ended
($ in thousands)	December 24, 2021		December 25, 2020		Change		% Change
Net sales	$	840,801	$	511,082	$	329,719	64.5	%
Cost of sales	485,993		321,891		164,102		51.0	%
Gross profit	354,808		189,191		165,617		87.5	%
Selling, general and administrative	78,151		61,078		17,073		28.0	%
Intangible asset amortization	8,229		8,260		(31)		(0.4)	%
Operating income	268,428		119,853		148,575		124.0	%
Interest expense, net	6,918		8,254		(1,336)		(16.2)	%

Other income, net	(308)		(431)		123		(28.5)	%
Income before income taxes	261,818		112,030		149,788		133.7	%
Income tax expense	56,975		26,964		30,011		111.3	%
Net income	$	204,843	$	85,066	$	119,777	140.8	%

Three months ended
($ in thousands) December 29, 2017 December 30, 2016 As Adjusted* Change % Change
Net sales $ 414,558
$ 337,591
$ 76,967
22.8 %
Cost of sales 317,691
245,926
71,765
29.2 %
Gross profit 96,867
91,665
5,202
5.7 %
Selling, general and administrative 51,595
43,928
7,667
17.5 %
Intangible asset amortization 8,687
5,589
3,098
55.4 %
Operating income 36,585
42,148
(5,563 ) (13.2 )%
Interest expense, net 6,594
9,830
(3,236 ) (32.9 )%
Loss on extinguishment of debt —
9,805
(9,805 ) (100.0 )%
Other expense (income), net 286
(376 ) 662
**
Income before income taxes 29,705
22,889
6,816
29.8 %
Income tax expense 2,516
5,507
(2,991 ) (54.3 )%
Net income $ 27,189
$ 17,382
$ 9,807
56.4 %
Non-GAAP financial data
Adjusted EBITDA $ 58,487
$ 49,891
$ 8,596
17.2 %
Adjusted EBITDA Margin 14.1 % 14.8 %

* Adjusted due to the adoption of ASU 2017-07. See Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies'' for additional information.
** Not meaningful

Net sales



	% Change ~~(%)~~
Volume	~~9.1~~(9.9)	%
Average selling prices	~~5.6~~72.0	%
Foreign exchange	~~0.5~~0.2	%
Acquisitions	~~7.5~~2.1	%
Other	0.1	%
Net sales	~~22.8~~64.5	%

Net sales increased ~~$77.0~~by $329.7 million, or ~~22.8%~~64.5%, to ~~$414.6~~$840.8 million for the three months ended December ~~29, 2017~~24, 2021, compared to ~~$337.6~~$511.1 million for the three months ended December ~~30, 2016. Net~~25, 2020. The increase in net sales is primarily attributed to increased ~~$30.7~~average selling prices across the Company’s products of $368.0 million ~~partly~~and increased net sales of $10.7 million due to higher volume of products sold for the metal electrical conduit and fittings, armored cable and fittings, mechanical pipe and metal framing and fittings product categories. Additionally, Net sales increased partly due to $25.2 million of higher sales from the acquisitions of ~~Marco, Flexicon~~Queen City Plastics and ~~Calpipe during~~FRE Composites Group in the ~~second half~~prior year. These increases are offset by decreased sales volume of ~~fiscal 2017. Lastly, Net sales increased $19.0~~$50.7 million ~~due~~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 ~~higher net average selling prices resulting from the pass-through of higher input costs.~~return to more normal historical levels over time, but that time is uncertain.

Cost of sales



	% Change ~~(%)~~
Volume	~~8.8~~(10.5)	%
Average input costs	~~10.4~~53.5	%
Foreign exchange	~~0.6~~0.2	%
Acquisitions	~~6.8~~1.8	%
Other	~~2.6~~6.0	%
~~Net~~Cost of sales	~~29.2~~51.0	%

Cost of sales increased by ~~$71.8~~$164.1 million, or ~~29.2%~~51.0%, to ~~$317.7~~$486.0 million for the three months ended December ~~29, 2017~~24, 2021 compared to ~~$245.9~~$321.9 million for the three months ended December ~~30, 2016.~~25, 2020. The increase was primarily due to higher input costs of steel, copper and ~~copper~~PVC resin of ~~$25.6~~$172.2 million ~~$21.7~~and the prior year acquisitions of Queen City Plastics and FRE Composites Group of $5.7 million ~~due to higher~~partially offset by lower sales volume of ~~products sold~~$33.6 million across varying product categories within both the Electrical and ~~$16.6 million of additional costs related to acquisitions during~~ the ~~second half of fiscal 2017.~~Safety & Infrastructure segments.

Selling, general and administrative

Selling, general and administrative expenses increased ~~$7.7~~by $17.1 million, or ~~17.5%~~28.0%, to ~~$51.6~~$78.2 million for the three months ended December ~~29, 2017~~24, 2021 compared to ~~$43.9~~$61.1 million for the three months ended December ~~30, 2016.~~25, 2020. The increase was primarily due to ~~$6.3~~higher sales commission expense of $8.0 million, increased general spending on business improvement initiatives, including digital initiatives, of ~~higher selling, general and administrative costs resulting from the acquisitions of Marco, Flexicon and Calpipe during the second half of fiscal 2017~~$3.6 million, and higher ~~stock-based~~variable compensation ~~expense~~ of $0.8 million resulting from an employee stock compensation awards granted in the first quarter of fiscal 2018, partially offset by lower transaction costs of $0.9 million resulting from costs incurred for the secondary offering during the prior-year period.$2.1 million.

Intangible asset amortization

Intangible asset amortization expense ~~increased $3.1 million, or 55.4%~~remained fairly consistent to ~~$8.7~~$8.2 million for the three months ended December ~~29, 2017~~24, 2021 compared to ~~$5.6~~$8.3 million for the three months ended December 30, 2016 resulting from the amortization of intangible assets acquired related to the acquisitions of Marco, Flexicon and Calpipe during the second half of fiscal 2017. See Note 2, ''Acquisitions'' to our unaudited condensed consolidated financial statements for further detail.25, 2020.

Interest expense, net

Interest expense, net decreased ~~$3.2~~by $1.3 million, or ~~32.9%~~16.2% to ~~$6.6~~$6.9 million for the three months ended December ~~29, 2017~~24, 2021 compared to ~~$9.8~~$8.3 million for the three months ended December ~~30, 2016.~~25, 2020. The decrease is primarily due to ~~our debt refinancing transactions on December 22, 2016 which resulted in lower levels of debt and lower interest rates. The transactions resulted in lower~~ interest expense ~~by $3.5 million. The decrease in interest expense was partially offset by higher interest expense of $0.5 million related to our borrowings against~~being derived from a lower average principal balance resulting from the ~~ABL credit facility. See Note 12, ''Debt'' to our unaudited condensed consolidated financial statements for further detail.~~Company’s fiscal 2021 debt restructuring transactions.

Other income, net

~~Loss on extinguishment of debt~~

~~The $9.8 million loss on extinguishment of debt in the~~ ~~three months ended December 30, 2016~~ ~~related to the December 22, 2016 redemption of a portion of the Second Lien Term Loan Facility. There was no loss on extinguishment of debt during the three months ended December 29, 2017.~~

Other ~~expense (income),~~income, net

~~Other expense (income), net increased $0.7 million to expense of~~ remained consistent at $0.3 million for the three months ended December ~~29, 2017~~24, 2021 compared to ~~income of~~ $0.4 million ~~resulting from the unrealized loss on forward currency contracts. See Note 5, ''Other Expense (Income), net'' to our unaudited condensed consolidated financial statements for further detail.~~

~~Income tax expense~~

~~The Company's income tax rate decreased to 8.5%~~ for the three months ended December ~~29, 2017~~25, 2020.

Income tax expense

The Company’s income tax rate decreased to 21.8% for the three months ended December 24, 2021 compared to 24.1% for the three months ended December ~~30, 2016.~~25, 2020. The decrease in the current period effective tax rate was primarily ~~due to~~driven by an increase in the ~~one-time~~excess tax benefit associated with stock compensation.

Segment Results

The Electrical segment manufactures high quality products used in the construction of electrical power systems including conduit, cable and installation accessories. This segment serves contractors in partnership with the ~~revaluation~~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. These solutions are marketed to contractors, original equipment manufacturers and end users.

Both segments use Adjusted EBITDA as the ~~Company's~~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, ~~deferred~~restructuring charges, stock-based compensation, loss on extinguishment of debt, certain legal matters, transaction costs and other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax ~~liabilities~~positions, and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives. We define segment Adjusted EBITDA margin as segment Adjusted EBITDA as a ~~result~~percentage of ~~the enactment of new tax legislation, H.R.1. on December 22, 2017.~~segment Net sales.

~~Net income~~Electrical


	Three months ended
($ in thousands)	December 24, 2021			December 25, 2020			Change		% Change
Net sales	$	641,683		$	387,145		$	254,538	65.7	%
Adjusted EBITDA	$	279,547		$	133,273		$	146,274	109.8	%
Adjusted EBITDA margin	43.6		%	34.4		%

Net sales


	% Change
Volume	(6.0)	%
Average selling prices	68.6	%
Foreign exchange	0.3	%
Acquisitions	2.8	%

Net sales	65.7	%

Net ~~income~~sales increased by ~~$9.8~~$254.5 million, or ~~56.4%~~65.7%, to ~~$27.2~~$641.7 million for the three months ended December ~~29, 2017~~24, 2021 compared to ~~$17.4~~$387.1 million for the three months ended December ~~30, 2016~~25, 2020. The increase in net sales is primarily ~~due~~attributed to ~~a loss on extinguishment~~increased average selling prices of ~~debt~~$265.8 million across the Electrical product lines and increased net sales of ~~$9.8~~$10.6 million ~~during fiscal 2017, lower interest expense of $3.2 million and lower income tax expense of $3.0 million resulting~~ from the ~~enactment~~prior period acquisitions of ~~H.R.1,~~Queen City Plastics and FRE Composites Group. These increases were partially offset by ~~lower operating income of $5.6 million.~~

~~Adjusted EBITDA~~

Adjusted EBITDA increased by $8.6 million, or 17.2% to $58.5 million for the three months ended December 29, 2017 compared to $49.9 million for the three months ended December 30, 2016. The increase was primarily due to higherdecreased sales volume of $23.4 million. Pricing for PVC products, ~~sold and incremental Adjusted EBITDA from acquisitions during~~as well as other parts of the ~~second half of fiscal 2017.~~business, is expected to return to more normal historical levels over time, but that time is uncertain.

~~Segment results~~

~~Electrical Raceway~~

Three months ended
($ in thousands) December 29, 2017 December 30, 2016 Change % Change
Net sales $ 316,523
$ 242,385
$ 74,138
30.6 %
Adjusted EBITDA $ 56,160
$ 42,117
$ 14,043
33.3 %
Adjusted EBITDA Margin 17.7 % 17.4 %

~~Net sales~~



	~~Change (%)~~
~~Volume~~	~~10.4~~	%
~~Average selling prices~~	~~9.0~~	%
~~Foreign exchange~~	~~0.8~~	%
~~Acquisitions~~	~~10.4~~	%
~~Net sales~~	~~30.6~~	%

Net sales increased $74.1 million, or 30.6%, to $316.5 million for the three months ended December 29, 2017 compared to $242.4 million for the three months ended December 30, 2016. The increase was due primarily to $25.3 million of higher volume of products sold within the metal electrical conduit and fittings and armored cable and fittings product categories and $25.2 million of additional sales from the acquisitions of Marco, Flexicon and Calpipe during the second half of fiscal 2017. Additionally, Net sales increased $21.8 million resulting from the pass-through impact of higher input costs of copper and increased market prices within the PVC electrical conduit and fittings market.

Adjusted EBITDA

Adjusted EBITDA for the three months ended December ~~29, 2017~~24, 2021 increased ~~$14.0~~by $146.3 million, or ~~33.3%~~109.8%, to ~~$56.2~~$279.5 million from ~~$42.1~~$133.3 million for the three months ended December ~~30, 2016.~~25, 2020. Adjusted EBITDA margins increased to 43.6% for the three months ended December 24, 2021 compared to 34.4% for the three months ended December 25, 2020. The increase in Adjusted EBITDA and Adjusted EBITDA margins was largely due to higher ~~volume of products sold and increased market~~average selling prices ~~within the PVC electrical conduit and fittings market. Additionally, Adjusted EBITDA increased $4.9 million due to acquisitions during the second half of fiscal 2017.~~

over input costs.

~~Mechanical Products~~Safety & ~~Solutions~~

Infrastructure


	Three months ended												Three months ended
($ in thousands)	December 29, 2017			December 30, 2016			Change			% Change		($ in thousands)	December 24, 2021			December 25, 2020			Change		% Change
Net sales	$	98,574		$	95,681		$	2,893		3.0	%	Net sales	$	200,510		$	124,765		$	75,745	60.7	%
Adjusted EBITDA	$	10,809		$	15,781		$	(4,972	)	(31.5	)%	Adjusted EBITDA	$	27,432		$	14,252		$	13,180	92.5	%
Adjusted EBITDA Margin	11.0		%	16.5		%
Adjusted EBITDA margin												Adjusted EBITDA margin	13.7		%	11.4		%

Net sales



	% Change ~~(%)~~
Volume	~~5.6~~(22.0)	%
Average selling prices	~~(2.9~~81.9	)%
~~Other~~Acquisitions	~~0.3~~0.1	%
Other	0.7	%
Net sales	~~3.0~~60.7	%

Net sales increased ~~$2.9~~by $75.7 million, or ~~3.0%~~60.7%, for the three months ended December ~~29, 2017~~24, 2021 to ~~$98.6~~$200.5 million compared to ~~$95.7~~$124.8 million for the three months ended December ~~30, 2016.~~25, 2020. The increase ~~was~~is primarily ~~due~~attributed to ~~$5.4~~increased average selling prices of $102.2 million driven by higher input costs of ~~higher volume of products sold within the mechanical pipe and metal framing and fittings product categories~~steel partially offset by lower ~~net average selling prices due to changes~~volumes of $27.4 million primarily driven by decreases in the mechanical pipe product ~~mix.~~line.

Adjusted EBITDA

Adjusted EBITDA ~~decreased $5.0~~increased by $13.2 million, or ~~31.5%~~92.5%, to ~~$10.8~~$27.4 million for the three months ended December ~~29, 2017~~24, 2021 compared to ~~$15.8~~$14.3 million for the three months ended December ~~30, 2016.~~25, 2020. Adjusted EBITDA margins ~~decreased~~increased to ~~11.0%~~13.7% for the three months ended December ~~29, 2017~~24, 2021 compared to ~~16.5%~~11.4% for the three months ended December ~~30, 2016.~~25, 2020. The Adjusted EBITDA ~~decreased~~increase is primarily due to ~~higher steel and freight costs~~the price increases, partially offset by ~~a higher~~lower volume, ~~of lower margin products sold.~~discussed above.

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 ~~$39.8~~$499.0 million as of December ~~29, 2017,~~24, 2021, of which ~~$37.7~~$54.6 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~~Company’s intention to permanently reinvest such income were to ~~repatriate such~~change and cash was repatriated to the United States. ~~Our cash and cash equivalents decreased $6.0 million from September 30, 2017 primarily due to the repayment of the ABL Credit Facility, partially offset by cash inflow from continuing operations.~~

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 December ~~29, 2017,~~24, 2021, there were ~~$42.0 million of~~no outstanding borrowings under the ABL Credit Facility and ~~$8.6~~$9.5 million of letters of credit issued under the ABL Credit Facility. The borrowing base was estimated to be ~~$257.3~~$325.0 million and approximately ~~$206.7~~$315.5 million was available under the ABL Credit Facility as of December ~~29, 2017.~~24, 2021. Outstanding letters of credit count as utilization of the commitments under the ABL Credit Facility and reduce the amount available for borrowings.

The agreements governing the ~~First Lien~~Senior Secured Term Loan Facility and the ABL Credit Facility (collectively, the "Credit Facilities") contain covenants that limit or restrict ~~AII's~~AII’s ability to incur additional indebtedness, repurchase debt, incur liens, sell assets, make certain payments (including dividends) and enter into transactions with affiliates. AII has been in compliance with the covenants under the agreements for all periods presented.

We may from time to time repurchase our debt or take other steps to reduce our debt. These actions may include open market repurchases, negotiated repurchases or opportunistic refinancing of debt. The amount of debt, if any, that may be repurchased or refinanced will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants and other considerations. ~~Our affiliates may also purchase our debt from time to time, through open market purchases or other transactions.~~

Our use of cash may fluctuate during the year and from year to year due to differences in demand and changes in economic conditions primarily related to the prices of the commodities we purchase.

Capital expenditures have historically been necessary to expand and update the production capacity and improve the productivity of our manufacturing operations.

Our ongoing liquidity needs are expected to be funded by cash on hand, net cash provided by operating activities and, as required, borrowings under the ABL Credit ~~Facilities.~~Facility. We expect that cash provided from operations and available capacity under the ABL Credit Facility will provide sufficient funds to operate our business, make expected capital expenditures and meet our liquidity requirements for at least the next twelve months, including ~~payment~~payments of interest and principal on our debt.

Limitations on ~~Distributions~~distributions and ~~Dividends~~dividends by ~~Subsidiaries~~subsidiaries

~~Atkore~~AI, AII, and ~~AII~~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. Each company depends on its respective subsidiaries to distribute funds to ~~them~~it so that ~~they~~it may pay obligations and expenses, including satisfying obligations with respect to indebtedness. The ability of our subsidiaries to make distributions and dividends to us depends on their operating results, cash requirements and financial and general business conditions, as well as restrictions under the laws of our subsidiaries' jurisdictions.

The agreements governing the Credit Facilities significantly restrict the ability of our subsidiaries, including AII, to pay dividends, make loans or otherwise transfer assets from AII and, in turn, to us. Further, AII's subsidiaries are permitted under the terms of the Credit Facilities to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to AII and, in turn, to us. The ~~First Lien~~Senior Secured Term Loan Facility requires AII to meet a certain consolidated coverage ratio on an incurrence basis in connection with additional indebtedness. The ABL Credit Facility contains limits on additional indebtedness based on various conditions for incurring the additional debt. AII has been in compliance with the covenants under the agreements for all periods presented.

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


	Three months ended							Three months ended
(in thousands)	December 29, 2017			December 30, 2016			(in thousands)	December 24, 2021		December 25, 2020
Cash flows provided by (used in):							Cash flows provided by (used in):
Operating activities	$	48,940		$	32,169		Operating activities	$	97,192	$	86,276
Investing activities	(7,451		)	(926		)	Investing activities	(45,024)		(14,258)
Financing activities	(47,665		)	(142,414		)	Financing activities	(129,048)		(78,981)

Operating activities

During the three months ended December ~~29, 2017, $48.9 million~~24, 2021, the Company was provided $97.2 million by operating activities compared to ~~$32.2~~$86.3 million during the three months ended December ~~30, 2016.~~25, 2020. The ~~$16.8~~$10.9 million increase in cash provided was primarily due to ~~lower working capital investments resulting~~higher cash flows from ~~fewer days~~the increase in operating income of ~~inventory on hand and a lower payout of incentive-based compensation,~~$148.6 million. This was partially offset by ana $57.0 million increase in ~~days sales outstanding~~cash used in ~~accounts receivable.~~working capital primarily due to higher inventory build during the first quarter of fiscal 2022.

Investing activities

During the three months ended December ~~29, 2017,~~24, 2021, the Company used ~~$7.5~~$45.0 million ~~for~~in investing activities compared to ~~$0.9~~$14.3 million during the three months ended December ~~30, 2016.~~25, 2020. The ~~$6.5 million~~ increase in cash used ~~for~~in investing activities is primarily due to ~~$4.3~~the acquisitions of Sasco and Four Star for total cash paid of $36.1 million of increased capital expenditures representing our enhancements of our manufacturing and distribution operations as well as replacement and maintenance of existing equipment and facilities and proceeds from sale of an investment during the three months ended December ~~30, 2016. There were no sales of investments during the three months ended December 29, 2017.~~24, 2021.

Financing Activities

During the three months ended December ~~29, 2017,~~24, 2021, the Company used ~~$47.7~~$129.0 million ~~for~~in financing activities compared to ~~$142.4~~$79.0 million ~~provided~~used during the three months ended December ~~30, 2016.~~25, 2020. The ~~use of~~increase in cash ~~was~~used in financing activities is primarily ~~for the net repayments of $43.0~~due to $69.5 million ~~on the ABL Credit Facility and $6.7 million of share repurchases, partially offset by the issuance of $3.3 million of~~more cash used to repurchase common stock ~~net of taxes pursuant to equity compensation.~~

~~During~~during the three months ended December ~~30, 2016,~~24, 2021 compared to the ~~Company redeemed $649.9 million of~~same period in the ~~first lien term loan facility and the second lien term loan facility, partially offset by cash provided from the net borrowing of $498.8 million under the New First Lien Term Loan Facility.~~prior year.

Contractual Obligations and Commitments

There ~~were~~have been no material changes in our contractual obligations and commitments ~~during~~since the ~~three months ended December 29, 2017.~~filing of our Annual Report on Form 10-K.

~~Change~~

Changes in Critical Accounting Policies and Estimates

There have been no material changes in our critical accounting policies and estimates since the filing of our Annual Report on Form 10-K.

Recent Accounting Standards

See Note 1, ~~''Basis~~“Basis of Presentation and Summary of Significant Accounting ~~Policies''~~Policies” to our unaudited condensed consolidated financial statements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements and cautionary statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on ~~management's~~management’s beliefs and assumptions and information currently available to management. Some of the forward-looking statements can be identified by the use of forward-looking terms such as ~~"believes," "expects," "may," "will," "shall," "should," "would," "could," "seeks," "aims," "projects," "is~~“believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,~~" "intends," "plans," "estimates," "anticipates"~~” “intends,” “plans,” ��estimates,” “anticipates” or other comparable terms. 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; results of operations; cash flows; prospects; growth strategies or expectations; customer retention; the outcome (by judgment or settlement) and costs of legal, administrative or regulatory proceedings, investigations or inspections, including, without limitation, collective, representative or class action litigation; and the impact of prevailing economic conditions.

Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this ~~quarterly report.~~Quarterly Report. In addition, even if our results of operations, financial condition and cash flows, and the development of the market in which we operate, are consistent with the forward-looking statements contained in this ~~quarterly report,~~Quarterly Report, those results or developments may not be indicative of results or developments in subsequent periods. A number of important factors, including, without limitation, the risks and uncertainties discussed or referenced under the ~~caption "Risk Factors"~~captions “Risk Factors” and ~~"Management's~~“Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations"~~Operations” in ~~this~~our Annual Reports on Form 10-K and Quarterly ~~Report~~Reports on Form 10-Q, could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Additional factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation:

•declines in, and uncertainty regarding, the general business and economic conditions in the United States and international markets in which we operate;

•weakness or another downturn in the United States non-residential construction industry;

•widespread outbreak of diseases, such as the novel coronavirus (COVID-19) pandemic;

•changes in prices of raw materials;

•pricing pressure, reduced profitability, or loss of market share due to intense competition;

•availability and cost of third-party freight carriers and energy;

•high levels of imports of products similar to those manufactured by us;

•changes in federal, state, local and international governmental regulations and trade policies;

•adverse weather conditions;

~~failure to generate sufficient cash flow from operations or to raise sufficient funds in the capital markets to satisfy existing obligations and support the development of our business;~~

•increased costs relating to future capital and operating expenditures to maintain compliance with environmental, health and safety laws;

•reduced spending by, deterioration in the financial condition of, or other adverse developments, including inability or unwillingness to pay our invoices on time, with respect to one or more of our top customers;

•increases in our working capital needs, which are substantial and fluctuate based on economic activity and the market prices for our main raw materials, including as a result of failure to collect, or delays in the collection of, cash from the sale of manufactured products;

•work stoppage or other interruptions of production at our facilities as a result of disputes under existing collective bargaining agreements with labor unions or in connection with negotiations of new collective bargaining agreements, as a result of supplier financial distress, or for other reasons;

~~challenges attracting and retaining key personnel or high-quality employees;~~

•changes in our financial obligations relating to pension plans that we maintain in the United States;

•reduced production or distribution capacity due to interruptions in the operations of our facilities or those of our key suppliers;

•loss of a substantial number of our third-party agents or distributors or a dramatic deviation from the amount of sales they generate;

•security threats, attacks, or other disruptions to our information systems, or failure to comply with complex network security, data privacy and other legal obligations or the failure to protect sensitive information;

•possible impairment of goodwill or other long-lived assets as a result of future triggering events, such as declines in our cash flow projections or customer ~~demand;~~demand and changes in our business and valuation assumptions;

•safety and labor risks associated with the manufacture and in the testing of our products;

•product liability, construction defect and warranty claims and litigation relating to our various products, as well as government inquiries and investigations, and consumer, employment, tort and other legal proceedings;

•our ability to protect our intellectual property and other material proprietary rights;

•risks inherent in doing business internationally;

•changes in foreign laws and legal systems, including as a result of Brexit;

•our inability to introduce new products effectively or implement our innovation strategies;

the inability of our customers to pay off the credit lines extended to them by us in a timely manner and the negative impact on customer relations resulting from our collections efforts with respect to non-paying or slow-paying customers;

•our inability to continue importing raw materials, component parts ~~and/~~or finished goods;

~~changes as a result of recently enacted tax reform;~~

•the incurrence of liabilities and the issuance of additional debt or equity in connection with acquisitions, joint ventures or divestitures and the failure of indemnification provisions in our acquisition agreements to fully protect us from unexpected liabilities;

•failure to manage acquisitions successfully, including identifying, evaluating, and valuing acquisition targets and integrating acquired companies, businesses or assets;

~~the incurrence of liabilities in connection with violations of the FCPA and similar foreign anti-corruption laws;~~

•the incurrence of additional expenses, ~~increase~~increases in the complexity of our supply chain and potential damage to our reputation with customers resulting from regulations related to ~~"conflict minerals"~~“conflict minerals”;

•disruptions or impediments to the receipt of sufficient raw materials resulting from various anti-terrorism security measures;

•restrictions contained in our debt agreements;

•failure to generate cash sufficient to pay the principal of, interest on, or other amounts due on our debt;

•challenges attracting and retaining key personnel or high-quality employees;

•future changes to tax legislation;

•failure to generate sufficient cash flow from operations or to raise sufficient funds in the ~~significant influence~~capital markets to satisfy existing obligations and support the ~~CD&R Investor will have continued to have over corporate decisions;~~development of our business; and

•other risks and factors described in this ~~report~~Quarterly Report and from time to time in documents that we file with the SEC.

You should read this Quarterly Report ~~on Form 10-Q~~ 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~~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, ~~on Form 10-Q,~~ 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.

Comparisons of results for current and any prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes to the quantitative and qualitative disclosures about market risks previously disclosed in our Annual Report on Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ~~"Exchange Act"~~“Exchange Act”), as of the end of the period covered by this ~~report.~~Quarterly Report. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes to our internal control over financial reporting in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) under the Exchange Act during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

For a discussion of certain litigation involving the Company, see Note 14, ~~''Commitments~~“Commitments and ~~Contingencies''~~Contingencies” to our unaudited condensed consolidated financial statements.

Item 1A. Risk Factors

~~Other than as set forth below, there~~There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K.

~~Congress has enacted new tax legislation that that could materially impact our business.~~

On December 22, 2017, Congress enacted H.R. 1, which reforms major aspects of the U.S. federal income tax law affecting the Company. Some of the provisions of H.R.1 have the potential to affect the Company adversely, including but not limited to:

A limitation on the deductibility of U.S. interest expense, although the Company's preliminary analysis shows that interest expense of the Company would have to increase substantially, or the Company's earnings would have to decrease significantly, before the limitation would apply.

~~A change to the scope of the net income of the Company's foreign subsidiaries that may be required to be included currently in the Company's U.S. taxable income~~

~~A change to the manner in which foreign income taxes are credited by the Company.~~

~~A repeal of a deduction related to domestic production activities.~~

~~An expansion to the limitation on the deductibility of certain employee compensation.~~

~~A tax imposed on certain payments to related foreign persons.~~

The above list is not comprehensive and represents the Company's current views on the potential impacts of H.R.1., however these views are subject to change as additional guidance becomes available and further analysis is completed. To the extent that such changes, if any, have a negative effect on us or the industries we serve, including as a result of related uncertainty, these changes may materially and adversely affect our business, financial condition, results of operations and cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~None.~~Issuer Purchases of Equity Securities

On November 16, 2021, the board of directors approved a share repurchase program, under which the Company may repurchase up to $400.0 million of its outstanding common stock. As of December 24, 2021, there was $295.5 million of purchases remaining under the plan. The share repurchase program will be funded from the Company’s available cash balances. This share repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be terminated at any time at the Company’s discretion.

The following table shows our purchases of our common stock under this plan during fiscal 2021 (in thousands, except per share data):


Period (4-5-4 calendar)	Total Number Of Shares Purchased	Avg Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Value of Shares that May Yet Be Purchased Under the Program
October 1, 2021 to October 22, 2021	—	$	—	—	$	—
October 23, 2021 to November 26, 2021	—	$	—	—	$	—
November 27, 2021 to December 24, 2021	958	$	109.14	958	$	295,489
Total	958			958

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

~~None.~~

Item 6. Exhibits



			31.1#			Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a - 14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
			31.2#			Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a - 14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
			32.1#			Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
			32.2#			Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
			101.INS#			XBRL Instance Document (formatted as inline XBRL)
			101.SCH#			XBRL Taxonomy Schema Linkbase Document (formatted as inline XBRL)
			101.CAL#			XBRL Taxonomy Calculation Linkbase Document
			101.DEF#			XBRL Taxonomy Definition Linkbase Document
			101.LAB#			XBRL Taxonomy Labels Linkbase Document
			101.PRE#			XBRL Taxonomy Presentation Linkbase Document
			#104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
			#			Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			ATKORE INC.
			~~ATKORE INTERNATIONAL GROUP INC.~~(Registrant)
Date:	January 31, 2022	By:	~~(Registrant)~~/s/ David P. Johnson
~~Date:~~	~~February 6, 2018~~	~~By:~~	~~/s/ James A. Mallak~~
	Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

3129



(in thousands)	Calpipe Industries, Inc.			Other			Total
Fair value of consideration transferred:
Cash consideration	$	110,155		$	87,649		$	197,804
Purchase price payable	2,278			—			2,278
Settlement of pre-existing relationship	(382		)	—			(382		)
Total consideration transferred	112,051			87,649			199,700
Fair value of assets acquired and liabilities assumed:
Cash	5,051			8,830			13,881
Accounts receivable	10,918			7,588			18,506
Inventories	20,319			7,222			27,541
Intangible assets	62,720			48,476			111,196
Fixed assets	3,665			8,286			11,951
Accounts payable	(1,601		)	(1,550		)	(3,151		)
Other	(8,213		)	(3,714		)	(11,927		)
Net assets acquired	92,859			75,138			167,997
Excess purchase price attributed to goodwill acquired	$	19,192		$	12,511		$	31,703



	Electrical Raceway						MP&S						Other/Corporate
(in thousands)	Severance			Other			Severance			Other			Severance			Other		Total
Balance as of September 30, 2016	$	841		$	—		$	—		$	539		$	—		$	—	$	1,380
Charges	527			439			422			63			71			—		1,522
Utilization	(917		)	(209		)	(166		)	(556		)	(71		)	—		(1,919		)
Reversal	—			(230		)	—			(36		)	—			—		(266		)
Exchange rate effects	(2		)	—			22			—			—			—		20
Balance as of September 30, 2017	449			—			278			10			—			—		737
Charges	—			408			27			—			—			—		435
Utilization	(71		)	(168		)	(126		)	(10		)	—			—		(375		)
Reversal	—			—			(173		)	—			—			—		(173		)
Exchange rate effects	6			—			(6		)	—			—			—		—
Balance as of December 29, 2017	$	384		$	240		$	—		$	—		$	—		$	—	$	624



(in thousands)	Electrical Raceway		Mechanical Products & Solutions		Total
Balance as of October 1, 2017	$	108,528	$	39,188	$	147,716
Purchase price adjustments	227		—		227
Exchange rate effects	118		—		118
Balance as of December 29, 2017	$	108,873	$	39,188	$	148,061



(in thousands)
Remaining 2018	$	24,754
2019	33,254
2020	32,769
2021	31,200
2022	30,377
2023	30,134
Thereafter	60,699