Large accelerated filer

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Accelerated filer

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Non-accelerated filer

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Smaller reporting company

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Emerging growth company

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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 13(a) of the Securities Act. ☐


			Three months ended				Nine months ended						Three months ended
(in thousands, except per share data)	(in thousands, except per share data)	Note	June 25, 2021		June 26, 2020		June 25, 2021		June 26, 2020		(in thousands, except per share data)	Note	December 24, 2021		December 25, 2020
Net sales	Net sales		$	853,658	$	384,899	$	2,004,283	$	1,288,001	Net sales		$	840,801	$	511,082
Cost of sales	Cost of sales		514,385		289,086		1,235,970		943,741		Cost of sales		485,993		321,891
Gross profit	Gross profit		339,273		95,813		768,313		344,260		Gross profit		354,808		189,191
Selling, general and administrative	Selling, general and administrative		81,832		46,159		210,250		164,734		Selling, general and administrative		78,151		61,078
Intangible asset amortization	Intangible asset amortization	11	8,707		8,026		25,063		24,210		Intangible asset amortization	11	8,229		8,260
Operating income	Operating income		248,734		41,628		533,000		155,316		Operating income		268,428		119,853
Interest expense, net	Interest expense, net		8,090		9,421		24,760		30,605		Interest expense, net		6,918		8,254
Loss on extinguishment of debt			4,202		0		4,202		0

Other income, net	Other income, net	5	(509)		(543)		(8,180)		(2,462)		Other income, net	5	(308)		(431)
Income before income taxes	Income before income taxes		236,951		32,750		512,218		127,173		Income before income taxes		261,818		112,030
Income tax expense	Income tax expense	6	61,654		8,672		126,922		29,112		Income tax expense	6	56,975		26,964
Net income	Net income		$	175,297	$	24,078	$	385,296	$	98,061	Net income		$	204,843	$	85,066

Net income per share	Net income per share										Net income per share
Basic	Basic	7	$	3.69	$	0.50	$	8.08	$	2.03	Basic	7	$	4.38	$	1.78
Diluted	Diluted	7	$	3.64	$	0.49	$	7.95	$	1.99	Diluted	7	$	4.32	$	1.75


			Three months ended				Nine months ended						Three months ended
(in thousands)	(in thousands)	Note	June 25, 2021		June 26, 2020		June 25, 2021		June 26, 2020		(in thousands)	Note	December 24, 2021		December 25, 2020
Net income	Net income		$	175,297	$	24,078	385,296		$	98,061	Net income		$	204,843	$	85,066
Other comprehensive income, net of tax:
Other comprehensive (loss) income, net of tax:											Other comprehensive (loss) income, net of tax:
Change in foreign currency translation adjustment	Change in foreign currency translation adjustment		2,152		2,252		8,385		1,132		Change in foreign currency translation adjustment		(1,458)		7,051
Change in unrecognized loss related to pension benefit plans	Change in unrecognized loss related to pension benefit plans	4	262		216		786		649		Change in unrecognized loss related to pension benefit plans	4	125		262
Total other comprehensive income		8	2,414		2,468		9,171		1,781
Total other comprehensive (loss) income											Total other comprehensive (loss) income	8	(1,333)		7,313
Comprehensive income	Comprehensive income		$	177,711	$	26,546	$	394,467	$	99,842	Comprehensive income		$	203,510	$	92,379

(in thousands, except share and per share data) Note June 25, 2021 September 30, 2020
Assets
Current Assets:
Cash and cash equivalents $ 397,142 $ 284,471
Accounts receivable, less allowance for current and expected credit losses of $2,713 and $3,168, respectively 524,857 298,242
Inventories, net 9 241,022 199,095
Prepaid expenses and other current assets 67,902 46,868
Total current assets 1,230,923 828,676
Property, plant and equipment, net 10 257,586 243,891
Intangible assets, net 11 251,312 255,349
Goodwill 11 201,545 188,239
Right-of-use assets, net 33,512 38,692
Deferred tax assets 6 1,295 687
Other long-term assets 1,186 2,991
Total Assets $ 1,977,359 $ 1,558,525
Liabilities and Equity
Current Liabilities:
Short-term debt and current maturities of long-term debt 12 $ 4,000 $ 0
Accounts payable 214,618 142,601
Income tax payable 1,918 1,360
Accrued compensation and employee benefits 45,828 32,836
Customer liabilities 65,563 35,802
Lease obligations 11,335 15,786
Other current liabilities 54,683 47,785
Total current liabilities 397,945 276,170
Long-term debt 12 780,489 803,736
Long-term lease obligations 22,995 24,143
Deferred tax liabilities 6 48,494 22,525
Other long-term tax liabilities 1,492 1,619
Pension liabilities 36,049 40,023
Other long-term liabilities 12,858 11,899
Total Liabilities 1,300,322 1,180,115
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 46,102,716 and 47,407,023 shares issued and outstanding, respectively 463 475
Treasury stock, held at cost, 290,600 and 290,600 shares, respectively (2,580) (2,580)
Additional paid-in capital 501,438 487,223
Retained earnings 211,099 (64,154)
Accumulated other comprehensive loss 8 (33,383) (42,554)
Total Equity 677,037 378,410
Total Liabilities and Equity $ 1,977,359 $ 1,558,525


(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


			Nine months ended						Three months ended
(in thousands)	(in thousands)	Note	June 25, 2021		June 26, 2020		(in thousands)	Note	December 24, 2021		December 25, 2020
Operating activities:	Operating activities:						Operating activities:
Net income	Net income		$	385,296	$	98,061	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:						Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization		58,475		55,524		Depreciation and amortization		20,046		19,044
Deferred income taxes	Deferred income taxes	6	17,939		(1,645)		Deferred income taxes	6	(5,720)		1,117
Stock-based compensation	Stock-based compensation		14,158		9,302		Stock-based compensation		3,427		5,522
Amortization of right-of-use assets	Amortization of right-of-use assets		10,545		10,995		Amortization of right-of-use assets		3,124		3,352
Loss on disposal of property, plant and equipment			71		6,456
Loss on extinguishment of debt			4,202		0

Other non-cash adjustments to net income	Other non-cash adjustments to net income		(1,035)		4,668		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						Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable	Accounts receivable		(217,583)		44,809		Accounts receivable		(12,301)		(45,382)
Inventories	Inventories		(32,556)		22,129		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		69,353		(45,699)		Accounts payable		(13,335)		13,060
Accrued and other liabilities							Accrued and other liabilities		(23,171)		3,280
Other, net	Other, net		9,756		(48,581)		Other, net		2,911		22,532
Net cash provided by operating activities	Net cash provided by operating activities		318,621		156,019		Net cash provided by operating activities		97,192		86,276
Investing activities:	Investing activities:						Investing activities:
Capital expenditures	Capital expenditures		(34,242)		(25,590)		Capital expenditures		(9,358)		(8,229)

Insurance proceeds for property, plant and equipment			3,117		789
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		(43,195)		0		Acquisition of businesses, net of cash acquired		(36,098)		(7,186)
Other, net	Other, net		17		45		Other, net		—		35
Net cash used in investing activities	Net cash used in investing activities		(74,303)		(24,756)		Net cash used in investing activities		(45,024)		(14,258)
Financing activities:	Financing activities:						Financing activities:

Repayments of long-term debt	Repayments of long-term debt	12	(812,120)		0		Repayments of long-term debt	12	—		(40,000)

Proceeds from issuance of long-term debt		12	798,000		0
Payment for debt financing costs and fees			(11,294)		0

Issuance of common stock, net of shares withheld for tax	Issuance of common stock, net of shares withheld for tax		65		(1,821)		Issuance of common stock, net of shares withheld for tax		(24,505)		(3,927)
Repurchase of common stock	Repurchase of common stock		(110,063)		(15,011)		Repurchase of common stock		(104,543)		(35,037)
Other, net	Other, net		0		(85)		Other, net		—		(17)
Net cash used for financing activities	Net cash used for financing activities		(135,412)		(16,917)		Net cash used for financing activities		(129,048)		(78,981)
Effects of foreign exchange rate changes on cash and cash equivalents	Effects of foreign exchange rate changes on cash and cash equivalents		3,765		(452)		Effects of foreign exchange rate changes on cash and cash equivalents		(450)		2,912
Increase in cash and cash equivalents			112,671		113,894
Decrease in cash and cash equivalents							Decrease in cash and cash equivalents		(77,330)		(4,051)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period		284,471		123,415		Cash and cash equivalents at beginning of period		576,289		284,471
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period		$	397,142	$	237,309	Cash and cash equivalents at end of period		$	498,959	$	280,420
Supplementary Cash Flow information	Supplementary Cash Flow information						Supplementary Cash Flow information
Capital expenditures, not yet paid	Capital expenditures, not yet paid		$	457	$	713	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	$	—


		Common Stock			Treasury Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss				Total Equity			Common Stock							Treasury Stock				Additional Paid-in Capital				Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity
(in thousands)	(in thousands)	Shares	Amount			Amount									(in thousands)		Shares					Amount			Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss			Total Equity
Balance as of September 30, 2020		47,407	$	475		$	(2,580)		$	487,223					$	(64,154)					$	(42,554)		$	378,410
Balance as of September 30, 2021																						Balance as of September 30, 2021	45,997			$							461				$	(2,580)		$	506,921		$	388,660	$	(28,726)	$	864,736
Net income	Net income	—	—			—			—			85,066			—				85,066			Net income	—			—				—				—			204,843			—			204,843
Other comprehensive income		—	—			—			—			—			7,313				7,313
Other comprehensive loss																						Other comprehensive loss	—			—				—				—			—			(1,333)			(1,333)

Stock-based compensation	Stock-based compensation	—	—			—			5,522			—			—				5,522			Stock-based compensation	—			—				—				3,427			—			—			3,427
Issuance of common stock, net of shares withheld for tax	Issuance of common stock, net of shares withheld for tax	358	3			—			(3,930)			—			—				(3,927)			Issuance of common stock, net of shares withheld for tax	355			4				—				(24,509)			—			—			(24,505)
Repurchase of common stock	Repurchase of common stock	(1,140)	(11)			—			—			(35,026)			—				(35,037)			Repurchase of common stock	(958)			(10)				—							(104,537)			—			(104,547)
Balance as of December 25, 2020		46,625	$	467		$	(2,580)		$	488,815		$	(14,114)		$	(35,241)			$	437,347
Balance as of December 24, 2021																						Balance as of December 24, 2021	45,394			$	455			$	(2,580)			$	485,839		$	488,966		$	(30,059)		$	942,621

Net income		—	—			—			—			124,933			—				124,933
Other comprehensive (loss)		—	—			—			—			—			(556)				(556)
Stock-based compensation		—	—			—			4,868			—			—				4,868
Issuance of common stock, net of shares withheld for tax		358	4			—			3,566			—			—				3,570

Balance as of March 26, 2021		46,983	$	471		$	(2,580)		$	497,249		$	110,819		$	(35,797)			$	570,162
Net income		—	—			—			—			175,297			—				175,297
Other comprehensive income		—	—			—			—			—			2,414				2,414
Stock-based compensation		—	—			—			3,768			—			—				3,768
Issuance of common stock, net of shares withheld for tax		38	3			—			421			—			—				424
Repurchase of common stock		(918)	(11)			—			—			(75,017)			—				(75,028)
Balance as of June 25, 2021		46,103	463			(2,580)			501,438			211,099			(33,383)				$	677,037


		Common Stock			Treasury Stock		Additional Paid-in Capital				Retained Earnings				Accumulated Other Comprehensive Loss				Total Equity				Common Stock					Treasury Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity
(in thousands)	(in thousands)	Shares	Amount		Amount								(in thousands)	Shares								Amount			Amount
Balance as of September 30, 2019		46,955	$	471	$	(2,580)			$	477,139							$	(200,396)			$	(41,698)		$	232,936
Balance as of September 30, 2020																						Balance as of September 30, 2020	47,407			$	475	$	(2,580)		$	487,223		$	(64,154)		$	(42,554)		$	378,410
Net income	Net income	—	—		—		—				34,790				—				34,790			Net income	—			—		—		—			85,066			—			85,066
Other comprehensive income	Other comprehensive income	—	—		—		—				—				5,316				5,316			Other comprehensive income	—			—		—		—			—			7,313			7,313
ASU 2016-02 modified retrospective adoption		—	—		—		—				(1,053)				—				(1,053)
Stock-based compensation		—	—		—		3,123				—				—				3,123
Issuance of common stock, net of shares withheld for tax		524	5		—		(2,986)				—				—				(2,981)

Balance as of December 27, 2019		47,479	$	476	$	(2,580)	$	477,276			$	(166,659)			$	(36,382)			$	272,131

Net income		—	—		—		—				39,193				—				39,193
Other comprehensive (loss)		—	—		—		—				—				(6,003)				(6,003)
Stock-based compensation	Stock-based compensation	—	—		—		4,523				—				—				4,523			Stock-based compensation	—			—		—		5,522			—			—			5,522
Issuance of common stock, net of shares withheld for tax	Issuance of common stock, net of shares withheld for tax	91	1		—		600				—				—				601			Issuance of common stock, net of shares withheld for tax	358			3		—		(3,930)			—			—			(3,927)
Repurchase of common stock	Repurchase of common stock	(394)	(4)		—		—				(15,007)				—				(15,011)			Repurchase of common stock	(1,140)			(11)		—		—			(35,026)			—			(35,037)
Balance as of March 27, 2020		47,176	$	473	$	(2,580)	$	482,399			$	(142,473)			$	(42,385)			$	295,434
Net income		—	$	—	$	—	$	—			$	24,078			$	—			24,078
Other comprehensive income		—	$	—	$	—	$	—			$	—			$	2,468			2,468
Stock-based compensation		—	$	—	$	—	$	1,656			$	—			$	—			1,656
Issuance of common stock		—	$	1	$	—	$	558			$	—			$	—			559
Balance as of June 26, 2020		47,176	474		(2,580)		484,613				(118,395)				(39,917)				324,195
Balance as of December 25, 2020																						Balance as of December 25, 2020	46,625			$	467	$	(2,580)	$	488,815		$	(14,114)		$	(35,241)		$	437,347

Organization and Ownership Structure — Atkore Inc. (the “Company”, “Atkore” or “AI”) is a leading manufacturer of Electrical products primarily for the non-residential construction and renovation markets and Safety & Infrastructure solutions for the construction and industrial markets. Atkore was incorporated in the State of Delaware on November 4, 2010 under the name Atkore International Group, Inc. Atkore is the sole stockholder of Atkore International Holdings Inc. (“AIH”), which in turn is the sole stockholder of Atkore International Inc. (“AII”).

The ~~Mechanical Products & Solutions segment was renamed as the~~ Safety & Infrastructure ~~segment. This~~ 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.

~~Segment Realignment & Reclassifications~~— Effective in the first quarter of fiscal 2021, the Company implemented a realignment (the “Realignment”) of its segment financial reporting structure. The Company’s domestic cable management and prefabrication modular businesses had historically been reported in the Electrical Raceway segment. Due to transitions in the Company’s Executive Leadership Team, these businesses are now reported in the Safety & Infrastructure segment. The Realignment reflects how the Company’s Chief Operating Decision Maker now assesses the operating performance and allocates resources to the Safety & Infrastructure segment. Goodwill was also reallocated on a relative fair value basis between the applicable reporting units.

The Company reflected these changes to its segment information retrospectively to the earliest period presented which resulted in a transfer of external net sales, intersegment sales, total assets, and Adjusted EBITDA from the Electrical segment to the Safety & Infrastructure segment. These changes had no impact on the Company’s previously reported consolidated net sales, operating income, net income or earnings per share. See Note 16, “Segment Information” for additional details.

Basis of Presentation — The accompanying unaudited condensed consolidated financial statements of the Company included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These unaudited condensed consolidated financial statements have been prepared in accordance with the Company’s accounting policies and on the same basis as those financial statements included in the Company’s latest Annual Report on Form 10-K for the year ended September 30, ~~2020,~~2021, filed with the U.S. Securities and Exchange Commission (the “SEC”) on November ~~19, 2020,~~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 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 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.

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.

ASU

Description of ASU

Impact to Atkore

Adoption ~~Date~~

~~2016-13 Financial Instruments - Credit Losses (Topic 326)~~

The ASU adds to GAAP an impairment model (known as the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses.

~~The Company adopted this standard in the first quarter of 2021. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements.~~

~~2021~~

~~ASU~~

~~Description of ASU~~

~~Impact to Atkore~~

~~Effective~~ Date

2019-12 Simplifying the accounting for income taxes (Topic 740)

The ASU eliminates certain existing exceptions related to the general approach in ASC 740 relating to franchise taxes, reducing complexity in the interim period accounting for year to date loss limitations and changes in tax laws and clarifying the accounting for transactions outside of a business combination that result in a step up in the tax basis of goodwill.

The Company ~~will adopt~~adopted this standard in the ~~new standard on October 1, 2021.~~first quarter of 2022. The adoption of ~~this~~the standard isdid not ~~expected to~~ have a material impact on the Company’s consolidated financial statements.

2022

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.

On December 21, 2021, Atkore HDPE, LLC and Allied Tube and Conduit Corporation, wholly-owned subsidiaries of the Company acquired the assets of Four Star Industries LLC (“Four Star”), for a purchase price of $23,195. Four Star is a manufacturer of high density polyethylene (HDPE) conduit, primarily serving the telecommunications, utility, infrastructure and datacom markets. As a result of the acquisition, the Company preliminarily recognized $7,138 of goodwill, $11,946 of identifiable intangible assets and $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 December 20, 2021, Columbia-MBF Inc., a wholly-owned subsidiary of the Company acquired all of the outstanding stock of 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.

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 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 for which the purchase accounting has been finalized.~~values. The purchase price of ~~$6.2 million~~$6,214 was deemed immaterial to the Company.

The purchase price for FRE Composites, ~~Group, a leading manufacturer~~which was finalized during the fourth quarter of ~~fiberglass conduit for the electrical and industrial market. The purchase price~~fiscal 2021, was allocated to tangible and intangible assets acquired and liabilities assumed, based on their fair values. ~~As of June 25, 2021, the purchase price allocation has not been finalized as the Company is refining its estimates for taxes. The preliminary purchase price was $37.0 million.~~ 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)

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

~~(5,053)~~(4,293)

Other

~~(420)~~(240)

Net assets acquired

~~26,105~~27,045

Excess purchase price attributed to goodwill acquired

~~10,888~~9,948


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


			Three months ended				Nine months ended						Three months ended
(in thousands)	(in thousands)	Note	June 25, 2021		June 26, 2020		June 25, 2021		June 26, 2020		(in thousands)	Note	December 24, 2021		December 25, 2020
Interest cost	Interest cost		$	682	$	935	$	2,047	$	2,805	Interest cost		$	739	$	682
Expected return on plan assets	Expected return on plan assets		(1,606)		(1,583)		(4,818)		(4,749)		Expected return on plan assets		(1,348)		(1,606)
Amortization of actuarial loss	Amortization of actuarial loss		332		222		995		666		Amortization of actuarial loss		158		333
Net periodic benefit credit	Net periodic benefit credit	5	$	(592)	$	(426)	$	(1,776)	$	(1,278)	Net periodic benefit credit	5	$	(451)	$	(591)


		Three months ended				Nine months ended					Three months ended
(in thousands)	(in thousands)	June 25, 2021		June 26, 2020		June 25, 2021		June 26, 2020		(in thousands)	December 24, 2021		December 25, 2020
Business interruption insurance recovery		$	0	$	0	$	(6,000)	$	0

Undesignated foreign currency derivative instruments	Undesignated foreign currency derivative instruments	377		(569)		3,786		(1,112)		Undesignated foreign currency derivative instruments	(176)		2,617
Foreign exchange (gain) loss on intercompany loans		(294)		452		(3,459)		(72)
Foreign exchange loss (gain) on intercompany loans										Foreign exchange loss (gain) on intercompany loans	319		(2,457)

Pension-related benefits	Pension-related benefits	(592)		(426)		(1,776)		(1,278)		Pension-related benefits	(451)		(591)
Gain on purchase of business		0		0		(731)		0

Other income, net	Other income, net	$	(509)	$	(543)	$	(8,180)	$	(2,462)	Other income, net	$	(308)	$	(431)

For the three months ended ~~June 25,~~December 24, 2021 and ~~June 26,~~December 25, 2020, the Company’s effective tax rate attributable to income before income taxes was ~~26.0%~~21.8% and ~~26.5%~~24.1%, respectively. For the three months ended ~~June 25,~~December 24, 2021 and ~~June 26,~~December 25, 2020, the Company’s income tax expense was ~~$61,654~~$56,975 and ~~$8,672~~$26,964 respectively. The decrease in the current period effective tax rate was primarily driven by ~~losses incurred by our foreign jurisdictions for which we are not able to realize the related tax benefit.~~

For the nine months ended June 25, 2021 and June 26, 2020, the Company’s effective tax rate attributable to income before income taxes was 24.8% and 22.9%, respectively. For the nine months ended June 25, 2021 and June 26, 2020, the Company’s tax expense was $126,922 and $29,112, respectively. Thean increase in the ~~nine month period effective tax rate was primarily due to a smaller impact in the net discrete~~excess tax benefit ~~compared to the increase in earnings period over period.~~associated with stock compensation.

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 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 in the appropriate character 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 we have determined are more likely than not to be realized upon examination. We record interest and penalties related to unrecognized tax benefits as a component of income tax expense. During the ~~nine~~three months ended ~~June 25,~~December 24, 2021, the balance of unrecognized tax benefits ~~decreased~~increased by ~~$127~~$1,218 primarily due to the ~~lapse in the statute~~accrual of ~~limitations related to certain prior tax years.~~state reserves.

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 calculated by dividing the net earnings allocated to common stock by the weighted-average number of common stock outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocated to common stock by the weighted-average number of shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating share-based awards.

Three months ended Nine months ended
(in thousands, except per share data) June 25, 2021 June 26, 2020 June 25, 2021 June 26, 2020
Numerator:
Net income $ 175,297 $ 24,078 $ 385,296 $ 98,061
Less: Undistributed earnings allocated to participating securities 3,389 519 7,483 2,221
Net income available to common shareholders $ 171,908 $ 23,559 $ 377,813 $ 95,840
Denominator:
Basic weighted average common shares outstanding 46,602 47,207 46,771 47,247
Effect of dilutive securities: Non-participating employee stock options (1)
684 612 742 842
Diluted weighted average common shares outstanding 47,286 47,819 47,513 48,089
Basic earnings per share $ 3.69 $ 0.50 $ 8.08 $ 2.03
Diluted earnings per share $ 3.64 $ 0.49 $ 7.95 $ 1.99
(1) Stock options to purchase approximately 0.0 million and 0.3 million shares of common stock were outstanding during the three months ended June 25, 2021 and June 26, 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. Stock options to purchase approximately 0.0 million and 0.1 million shares of common stock were outstanding during the nine months ended June 25, 2021 and June 26, 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 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.

(in thousands) Defined benefit
pension items Currency
translation
adjustments Total
Balance as of March 26, 2021 $ (30,237) $ (5,560) $ (35,797)
Other comprehensive income before reclassifications 0 2,152 2,152
Amounts reclassified from accumulated other
comprehensive loss, net of tax 262 0 262
Net current period other comprehensive income 262 2,152 2,414
Balance as of June 25, 2021 $ (29,975) $ (3,408) $ (33,383)


(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 March 27, 2020 $ (23,385) $ (19,000) $ (42,385)
Other comprehensive income before reclassifications 0 2,252 2,252
Amounts reclassified from accumulated other
comprehensive loss, net of tax 216 0 216
Net current period other comprehensive income 216 2,252 2,468
Balance as of June 26, 2020 $ (23,169) $ (16,748) $ (39,917)

(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 0 8,385 8,385
Amounts reclassified from accumulated other
comprehensive loss, net of tax 786 0 786
Net current period other comprehensive income 786 8,385 9,171
Balance as of June 25, 2021 $ (29,975) $ (3,408) $ (33,383)


(in thousands)	(in thousands)	Defined benefit pension items		Currency translation adjustments		Total		(in thousands)	Defined Benefit Pension Items		Currency Translation Adjustments		Total
Balance as of September 30, 2019		$	(23,818)	$	(17,880)	$	(41,698)
Balance as of September 30, 2020								Balance as of September 30, 2020	$	(30,761)	$	(11,793)	$	(42,554)
Other comprehensive income before reclassifications	Other comprehensive income before reclassifications	0		1,132		1,132		Other comprehensive income before reclassifications	—		7,051		7,051
Amounts reclassified from accumulated other comprehensive loss, net of tax		649		0		649
Amounts reclassified from accumulated other comprehensive income, net of tax								Amounts reclassified from accumulated other comprehensive income, net of tax	262		—		262
Net current period other comprehensive income	Net current period other comprehensive income	649		1,132		1,781		Net current period other comprehensive income	262		7,051		7,313

Balance as of June 26, 2020		$	(23,169)	$	(16,748)	$	(39,917)
Balance as of December 25, 2020								Balance as of December 25, 2020	$	(30,499)	$	(4,742)	$	(35,241)

9. INVENTORIES, NET

A majority of the Company’s inventories are recorded at the lower of cost (primarily last in, first out, or “LIFO”) or market or net realizable value, as applicable. Approximately ~~78%~~82% and ~~73%~~81% of the Company’s inventories were valued at the

lower of LIFO cost or market at ~~June 25,~~December 24, 2021 and September 30, ~~2020,~~2021, respectively. Interim LIFO determinations, including those at ~~June 25,~~December 24, 2021, are based on management’s estimates of future inventory levels and costs for the remainder of the current fiscal year.


(in thousands)	(in thousands)	June 25, 2021		September 30, 2020		(in thousands)	December 24, 2021		September 30, 2021
Purchased materials and manufactured parts, net	Purchased materials and manufactured parts, net	$	70,894	$	49,192	Purchased materials and manufactured parts, net	$	102,737	$	105,460
Work in process, net	Work in process, net	33,803		24,113		Work in process, net	57,595		35,043
Finished goods, net	Finished goods, net	136,325		125,790		Finished goods, net	201,767		145,486
Inventories, net	Inventories, net	$	241,022	$	199,095	Inventories, net	$	362,099	$	285,989

Total inventories would be ~~$71,473~~$135,488 higher and ~~$4,418 lower~~$108,911 higher than reported as of ~~June 25,~~December 24, 2021 and September 30, ~~2020,~~2021, respectively, if the first-in, first-out method was used for all inventories. As of ~~June 25,~~December 24, 2021, and September 30, ~~2020,~~2021, the excess and obsolete inventory reserve was ~~$12,821~~$15,421 and ~~$14,533,~~$11,780, respectively.


(in thousands)	(in thousands)	June 25, 2021		September 30, 2020		(in thousands)	December 24, 2021		September 30, 2021
Land	Land	$	23,854	$	20,460	Land	$	22,965	$	23,043
Buildings and related improvements	Buildings and related improvements	134,356		129,538		Buildings and related improvements	136,860		136,680
Machinery and equipment	Machinery and equipment	363,375		332,260		Machinery and equipment	379,146		372,503
Leasehold improvements	Leasehold improvements	10,522		9,862		Leasehold improvements	9,835		9,720
Software	Software	28,107		27,028		Software	28,317		28,288
Construction in progress	Construction in progress	26,896		22,736		Construction in progress	48,447		43,055
Property, plant and equipment, at cost	Property, plant and equipment, at cost	587,110		541,884		Property, plant and equipment, at cost	625,570		613,289
Accumulated depreciation	Accumulated depreciation	(329,524)		(297,993)		Accumulated depreciation	(348,712)		(337,667)
Property, plant and equipment, net	Property, plant and equipment, net	$	257,586	$	243,891	Property, plant and equipment, net	$	276,858	$	275,622


(in thousands)	(in thousands)	Electrical		Safety & Infrastructure		Total		(in thousands)	Electrical		Safety & Infrastructure		Total
Balance as of October 1, 2020		$	144,662	$	43,577	$	188,239
Balance as of September 30, 2021								Balance as of September 30, 2021	$	155,471	$	43,577	$	199,048
Goodwill acquired during year	Goodwill acquired during year	10,888		0		10,888		Goodwill acquired during year	7,138		6,033		13,171
Exchange rate effects	Exchange rate effects	2,418		0		2,418		Exchange rate effects	(325)		34		(291)
Balance as of June 25, 2021		$	157,968	$	43,577	$	201,545
Balance as of December 24, 2021								Balance as of December 24, 2021	$	162,284	$	49,644	$	211,928

The Company assesses the recoverability of goodwill and indefinite-lived trade names on an annual basis in accordance with ASC 350, “Intangibles - Goodwill and Other.” 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.


			June 25, 2021						September 30, 2020								December 24, 2021						September 30, 2021
($ in thousands)	($ in thousands)	Weighted Average Useful Life (Years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value		($ 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:	Amortizable intangible assets:														Amortizable intangible assets:
Customer relationships	Customer relationships	11	$	371,048	$	(226,988)	$	144,060	$	355,735	$	(202,677)	$	153,058	Customer relationships	11	$	387,626	$	(243,020)	$	144,606	$	371,048	$	(234,946)	$	136,102
Other	Other	8	25,848		(11,476)		14,372		19,086		(9,675)		9,411		Other	7	25,339		(11,450)		13,889		23,633		(11,411)		12,222
Total	Total		396,896		(238,464)		158,432		374,821		(212,352)		162,469		Total		412,965		(254,470)		158,495		394,681		(246,357)		148,324
Indefinite-lived intangible assets:	Indefinite-lived intangible assets:														Indefinite-lived intangible assets:
Trade names	Trade names		92,880		—		92,880		92,880		—		92,880		Trade names		92,880		—		92,880		92,880		—		92,880
Total	Total		$	489,776	$	(238,464)	$	251,312	$	467,701	$	(212,352)	$	255,349	Total		$	505,845	$	(254,470)	$	251,375	$	487,561	$	(246,357)	$	241,204

Other intangible assets consist of definite-lived trade names, technology, non-compete agreements and backlogs. Amortization expense for the three months ended ~~June 25,~~December 24, 2021 and ~~June 26,~~December 25, 2020 was ~~$8,707~~$8,229 and ~~$8,026, respectively. Amortization expense for the nine months ended June 25, 2021 and June 26, 2020 was $25,063 and $24,210,~~$8,260, respectively. Expected amortization expense for intangible assets for the remainder of fiscal ~~2021~~2022 and over the next five years and thereafter is as follows:


(in thousands)	(in thousands)			(in thousands)
Remaining 2021		$	14,397
2022		33,100
Remaining 2022				Remaining 2022	$	30,399
2023	2023	32,756		2023	37,191
2024	2024	27,623		2024	31,548
2025	2025	15,689		2025	17,575
2026	2026	14,288		2026	15,810
2027				2027	13,261
Thereafter	Thereafter	20,580		Thereafter	12,711


(in thousands)	(in thousands)	June 25, 2021		September 30, 2020		(in thousands)	December 24, 2021		September 30, 2021
First Lien Term Loan Facility due December 22, 2023		$	0	$	811,540

New Senior Secured Term Loan Facility due May 26, 2028		398,024		0

Senior Secured Term Loan Facility due May 26, 2028						Senior Secured Term Loan Facility due May 26, 2028	371,167		371,095
Senior Notes due June 2031	Senior Notes due June 2031	400,000		0		Senior Notes due June 2031	400,000		400,000
Deferred financing costs	Deferred financing costs	(13,535)		(7,804)		Deferred financing costs	(12,243)		(12,709)
Total debt	Total debt	$	784,489	$	803,736	Total debt	$	758,924	$	758,386
Less: Current portion		4,000		0

Long-term debt	Long-term debt	$	780,489	$	803,736	Long-term debt	$	758,924	$	758,386

The asset-based credit facility (the “ABL Credit Facility”) has aggregate commitments of $325,000. AII is the borrower under the ABL Credit Facility which is guaranteed by the Company and all other subsidiaries of the Company (other than AII) that are guarantors of the Senior Notes. AII’s availability under the ABL Credit Facility was $315,499 ~~and $265,899~~ as of ~~June 25,~~December 24, 2021 and September 30, ~~2020, respectively.~~

~~Senior Notes~~ - On May 26, 2021, the Company completed the issuance and sale of the $400 million aggregate principal amount of 4.25% Senior Notes due 2031 (the “Senior Notes”) in a previously announced private offering. The Senior Notes were sold only to qualified institutional buyers in compliance with Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside of the United States in compliance with Regulation S of the Securities Act.

~~New Senior Secured Term Loan Facility~~ - On May 26, 2021, the Company entered into a new $400 million senior secured term loan facility (the “New Senior Secured Term Loan Facility”). The New Senior Secured Term Loan Facility will mature on May 26, 2028 and borrowings thereunder bear interest at the rate of either (x) LIBOR (with a floor of 0.50%) plus 2.00%, or (y) an alternate base rate (with a floor of 1.50%) plus 1.00%. The New Senior Secured Term Loan Facility has an annual amortization rate of 1.00%. The New Senior Secured Term Loan Facility will be payable in consecutive quarterly installments in the amount of 0.25% of the aggregate initial principal amount of $400 million with all unpaid aggregate principal amounts paid at maturity.

~~ABL Credit Facility~~ - On May 26, 2021, the Company entered into an amendment to the ABL Credit Facility. The amendment (i) extends the maturity of the facility to the earlier of five years from entering into the amendment or 91 days prior to the maturity date of the New Senior Secured Term Loan Facility if at least $100 million of obligations remain outstanding under the New Senior Secured Term Loan Facility on such date (ii) decreases the interest rate margins applicable to loans under the facility to (a) in the case of United States dollar-denominated loans, either (x) LIBOR plus an applicable margin ranging from 1.25% to 1.75%, or (y) an alternate base rate plus an applicable margin ranging from 0.25% to 0.75% or (b) in the case of Canadian dollar-denominated loans, either (x) the bankers acceptance rate plus an applicable margin ranging from 1.25% to 1.75% or (y) a Canadian prime rate plus an applicable margin ranging from 0.25% to 0.75%. (iii) decreases the fee payable with respect to unutilized availability under the facility from 0.375% to 0.25% to 0.30% depending on the remaining availability under the ABL Credit Facility and (iv) made certain other changes agreed with the lenders under the ABL Credit Facility.

The New Senior Secured Term Loan Facility and the ABL Credit Facility are secured by all of the assets of AII and the guarantors under such facilities. The New Senior Secured Term Loan Facility has priority over all real property, plant and equipment, intellectual property and capital stock of AII and any guarantor and any documents or instruments evidencing the foregoing assets. The ABL Credit Facility has second priority over the foregoing assets. The ABL Credit Facility has first priority over cash and cash equivalents, accounts receivable, inventory and other documents and instruments evidencing the foregoing assets. The New Senior Secured Term Loan Facility has second priority over the foregoing assets.

The aforementioned debt instruments contain customary covenants typical for this type of financing, including limitations on indebtedness, restricted payments including dividends, liens, restrictions on distributions from restricted subsidiaries, sales of assets, affiliate transactions and mergers and consolidations. Many of these covenants are only applicable when the Company has surpassed certain thresholds relating to its indebtedness. Additionally, these debt instruments include customary events of default, including, among other things, payment default, covenant default, payment defaults and accelerations under other indebtedness, judgment defaults and bankruptcy, insolvency or reorganization affecting the Company or certain of its subsidiaries.

~~Use of Proceeds~~ - The proceeds from the Senior Notes and the New Senior Secured Term Loan Facility were used to repay the remaining principal of the existing First Lien Term Loan Facility of $772 million and $4 million of accrued interest. The Company accounted for the repayment of the First Lien Term Loan Facility as an extinguishment of debt and recorded a $4.2 million loss on extinguishment of debt. The Company accounted for the amendment to the ABL Credit Facility as a modification of debt.2021.

The Company uses forward currency contracts to hedge the effects of foreign exchange relating to certain of the Company’s intercompany 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 ~~one year.~~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 income, net within the condensed consolidated statements of operations. See Note 5, “Other Income, net” for further detail.

The total notional amounts of undesignated forward currency contracts were ~~£36.1~~£37.4 million and ~~£43.3~~£37.4 million as of ~~June 25,~~December 24, 2021 and September 30, ~~2020,~~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.


		June 25, 2021						September 30, 2020							December 24, 2021				September 30, 2021
(in thousands)	(in thousands)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		(in thousands)	Level 1		Level 2		Level 1		Level 2
Assets	Assets													Assets
Cash equivalents	Cash equivalents	$	305,269	$	0	$	0	$	209,421	$	0	$	0	Cash equivalents	$	314,155	$	—	$	489,987	$	—
Forward currency contracts	Forward currency contracts	0		0		0		0		2,209		0		Forward currency contracts	—		304		—		127
Liabilities	Liabilities													Liabilities
Forward currency contracts	Forward currency contracts	0		$	1,456	0		0		102		0		Forward currency contracts	—		$	163	—		183


		June 25, 2021				September 30, 2020					December 24, 2021				September 30, 2021
(in thousands)	(in thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value		(in thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
First Lien Term Loan Facility due December 22, 2023		$	0	0		$	812,120	$	808,060
New Senior Secured Term Loan Facility due May 26, 2028		$	400,000	$	399,300	$	0	$	0

Senior Secured Term Loan Facility due May 26, 2028										Senior Secured Term Loan Facility due May 26, 2028	$	373,000	$	371,601	$	373,000	$	371,486
Senior Notes due June 2031	Senior Notes due June 2031	$	400,000	$	400,000	$	0	$	0	Senior Notes due June 2031	$	400,000	$	410,864	$	400,000	$	415,828
Total Debt										Total Debt	$	773,000	$	782,465	$	773,000	$	787,314

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. (“Tyco”), 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~~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 Products Claims.” After an analysis of claims experience, the Company reserved its best estimate of the probable and reasonably estimable losses related to these matters. The Company’s total product liability reserves for Special Products Claims and other product liability matters were $729 and $597 as of June 25, 2021 and September 30, 2020, respectively. As of June 25, 2021, the Company believes that the range of aggregate reasonably possible losses for Special Products Claims and other product liabilities is between $1,000 and $8,000.

During fiscal 2019, ~~Tyco and~~after a court judgment was issued in one case between the Company ~~agreed with~~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 ~~plaintiff to settle one Special Products Claim that was to go to trial.~~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 $12,000 deductible obligation related to these 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~~Company's antimicrobial coated steel sprinkler pipe and CPVC pipe used in the same sprinkler system. ~~Tyco~~JCI is currently defending the Company in the Special Product Claims and since 2019 has defended and indemnified the Company on Special Products Claims as required.

During the year ended September 30, 2020, one of the Company’s manufacturing facilities experienced a flood which resulted in damage to certain property, plant and equipment. This facility is covered under the Company’s property and casualty loss and business interruption insurance policies. The Company recorded an expense of $6,046 for losses related to fully written off property, plant and equipment, with a related insurance recovery of $5,046 within selling, general and administrative expenses in its consolidated statements of operations for the year ended September 30, 2020. The Company believes that, other than the $1,000 deductible expense under the related insurance claim, it will be reimbursed for substantially all other property, plant and equipment losses in connection with the event under its current insurance policies. During the three months ended March 26, 2021, the Company received $6,000 of business interruption insurance recovery proceeds related to this incident. The amount was recorded as other income within the condensed consolidated statements of operations for the nine months ended June 25, 2021.

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

The Company had outstanding letters of credit totaling $9,501 supporting workers’ compensation and general liability insurance policies as of ~~June 25,~~December 24, 2021. The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling ~~$18,331~~$1,852 as of ~~June 25,~~December 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

The ~~Mechanical Products & Solutions segment was renamed as the~~ Safety & Infrastructure ~~segment. This~~ 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.

Effective in the first quarter of fiscal 2021, the Company also implemented the Realignment of its segment financial reporting structure such that its domestic cable management and prefabrication modular businesses are now reflected in its Safety & Infrastructure segment. These businesses were previously reflected within the Electrical segment. See Note 1, “Basis of Presentation and Summary of Significant Accounting Policies” for additional information. Prior year results have been revised for the impact of the Realignment for comparability.

Both segments use Adjusted EBITDA as the primary measure of profit and loss. Segment Adjusted EBITDA is income (loss) before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, interest expense, net, 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 positions, and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives.

Intersegment transactions primarily consist of product sales at designated transfer prices on an arm’s-length basis. Gross profit earned and reported within the segment is eliminated in the 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
		June 25, 2021						June 26, 2020								December 24, 2021						December 25, 2020
(in thousands)	(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	Electrical	$	660,198	$	965	$	267,824	$	271,521	$	630	$	55,549		Electrical	$	640,344	$	1,339	$	279,547	$	386,320	$	825	$	133,273
Safety & Infrastructure	Safety & Infrastructure	193,460		32		22,365		113,378		2		14,150			Safety & Infrastructure	200,457		53		27,432		124,762		3		14,252
Eliminations	Eliminations	—		(997)				—		(632)					Eliminations	—		(1,392)				—		(828)
Consolidated operations	Consolidated operations	$	853,658	$	—			$	384,899	$	—				Consolidated operations	$	840,801	$	—			$	511,082	$	—

Nine months ended
June 25, 2021 June 26, 2020
(in thousands) External Net Sales Intersegment Sales Adjusted EBITDA External Net Sales Intersegment Sales Adjusted EBITDA
Electrical $ 1,533,442 $ 2,366 $ 589,923 $ 917,986 $ 1,930 $ 200,901
Safety & Infrastructure 470,841 116 52,810 370,015 3 50,765
Eliminations — (2,482) — (1,933)
Consolidated operations $ 2,004,283 $ — $ 1,288,001 $ —

Three months ended Nine months ended
(in thousands) June 25, 2021 June 26, 2020 June 25, 2021 June 26, 2020
Operating segment Adjusted EBITDA
Electrical $ 267,824 $ 55,549 $ 589,923 $ 200,901
Safety & Infrastructure 22,365 14,150 52,810 50,765
Total $ 290,189 $ 69,699 $ 642,733 $ 251,666
Unallocated expenses (a) (15,925) (5,975) (38,114) (23,229)
Depreciation and amortization (20,166) (18,316) (58,475) (55,524)
Interest expense, net (8,090) (9,421) (24,760) (30,605)
Loss on extinguishment of debt (4,202) 0 (4,202) 0
Stock-based compensation (3,768) (1,656) (14,158) (9,302)
Other (b) (1,087) (1,581) 9,194 (5,833)
Income before income taxes $ 236,951 $ 32,750 $ 512,218 $ 127,173
(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.


	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.


		Three months ended				Nine months ended					Three months ended
(in thousands)	(in thousands)	June 25, 2021		June 26, 2020		June 25, 2021		June 26, 2020		(in thousands)	December 24, 2021		December 25, 2020
United States	United States	$	773,204	$	348,960	1,800,395		$	1,146,156	United States	$	757,398	$	454,764
Other Americas	Other Americas	15,475		4,474		34,885		18,713		Other Americas	22,487		6,773
Europe	Europe	52,126		27,112		135,025		96,439		Europe	50,454		39,354
Asia-Pacific	Asia-Pacific	12,853		4,353		33,978		26,693		Asia-Pacific	10,462		10,191
Total	Total	$	853,658	$	384,899	$	2,004,283	$	1,288,001	Total	$	840,801	$	511,082


		Three months ended				Nine months ended					Three months ended
(in thousands)	(in thousands)	June 25, 2021		June 26, 2020		June 25, 2021		June 26, 2020		(in thousands)	December 24, 2021		December 25, 2020
Metal Electrical Conduit and Fittings	Metal Electrical Conduit and Fittings	$	200,989	$	105,079	$	474,223	$	354,530	Metal Electrical Conduit and Fittings	$	149,876	$	124,829
Armored Cable and Fittings		106,645		60,141		265,597		226,579
PVC Electrical Conduit and Fittings		270,527		71,914		608,201		216,143
International Cable Management Products		57,462		31,669		148,723		109,303
Electrical Cable & Flexible Conduit										Electrical Cable & Flexible Conduit	115,695		73,512
Plastic Pipe and Conduit										Plastic Pipe and Conduit	290,179		140,535

Other Electrical products	Other Electrical products	24,575		2,718		36,698		11,431		Other Electrical products	84,594		47,444
Electrical	Electrical	660,198		271,521		1,533,442		917,986		Electrical	640,344		386,320

Mechanical Pipe	Mechanical Pipe	112,110		59,985		264,101		184,009		Mechanical Pipe	111,243		65,511
Other Safety & Infrastructure products	Other Safety & Infrastructure products	81,350		53,393		206,740		186,006		Other Safety & Infrastructure products	89,214		59,251

Safety & Infrastructure	Safety & Infrastructure	193,460		113,378		470,841		370,015		Safety & Infrastructure	200,457		124,762
Net sales	Net sales	$	853,658	$	384,899	$	2,004,283	$	1,288,001	Net sales	$	840,801	$	511,082

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”and “Risk Factors.”

As of the date of this filing, customers and end markets face some uncertainty and delays in the timing of 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 outbreak include currently being deemed an “essential business,” benefiting from mostly localized supply chains, and continuing to take actions within our control to minimize the disruptive impacts of the outbreak. However, there can be no assurance that we will not be materially and adversely impacted in the future. 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 variety of countermeasures to promote the health and safety of our employees during this pandemic, including health screening, physical distancing practices, enhanced cleaning, use of personal protective equipment, ~~business travel restrictions,~~ and remote work capabilities.


		Three months ended									Three months ended
($ in thousands)	($ in thousands)	June 25, 2021		June 26, 2020		Change		% Change		($ in thousands)	December 24, 2021		December 25, 2020		Change		% Change
Net sales	Net sales	$	853,658	$	384,899	$	468,759	121.8	%	Net sales	$	840,801	$	511,082	$	329,719	64.5	%
Cost of sales	Cost of sales	514,385		289,086		225,299		77.9	%	Cost of sales	485,993		321,891		164,102		51.0	%
Gross profit	Gross profit	339,273		95,813		243,460		254.1	%	Gross profit	354,808		189,191		165,617		87.5	%
Selling, general and administrative	Selling, general and administrative	81,832		46,159		35,673		77.3	%	Selling, general and administrative	78,151		61,078		17,073		28.0	%
Intangible asset amortization	Intangible asset amortization	8,707		8,026		681		8.5	%	Intangible asset amortization	8,229		8,260		(31)		(0.4)	%
Operating income	Operating income	248,734		41,628		207,106		497.5	%	Operating income	268,428		119,853		148,575		124.0	%
Interest expense, net	Interest expense, net	8,090		9,421		(1,331)		(14.1)	%	Interest expense, net	6,918		8,254		(1,336)		(16.2)	%
Loss on extinguishment of debt		4,202		—		4,202		100.0	%

Other income, net	Other income, net	(509)		(543)		34		(6.3)	%	Other income, net	(308)		(431)		123		(28.5)	%
Income before income taxes	Income before income taxes	236,951		32,750		204,201		623.5	%	Income before income taxes	261,818		112,030		149,788		133.7	%
Income tax expense	Income tax expense	61,654		8,672		52,982		611.0	%	Income tax expense	56,975		26,964		30,011		111.3	%
Net income	Net income	$	175,297	$	24,078	$	151,219	628.0	%	Net income	$	204,843	$	85,066	$	119,777	140.8	%

Net sales increased by ~~$468.8~~$329.7 million, or ~~121.8%~~64.5%, to ~~$853.7~~$840.8 million for the three months ended ~~June 25,~~December 24, 2021, compared to ~~$384.9~~$511.1 million for the three months ended ~~June 26,~~December 25, 2020. The increase in net sales is primarily attributed to increased average selling prices across the Company’s products of ~~$342.8~~$368.0 million ~~which were mostly driven by the PVC electrical conduit and fittings product category within the Electrical segment~~ and increased net sales of ~~$26.7~~$10.7 million due to the acquisitions of Queen City Plastics and FRE Composites ~~Group.~~Group in the prior year. These increases are offset by decreased sales volume of $50.7 million across varying product categories within both the Electrical and the Safety & Infrastructure segments. Pricing for PVC products, as well as other parts of the business, ~~are~~is expected to return to more normal historical levels over time, but that time is uncertain. ~~The increase in net sales was also driven by an increase in sales volume of $90.9 million across nearly all product categories within both the Electrical and the Safety & Infrastructure segments.~~

Cost of sales increased by ~~$225.3~~$164.1 million, or ~~77.9%~~51.0%, to ~~$514.4~~$486.0 million for the three months ended ~~June 25,~~December 24, 2021 compared to ~~$289.1~~$321.9 million for the three months ended ~~June 26,~~December 25, 2020. The increase was primarily due to higher input costs of steel, copper and PVC resin of ~~$124.0 million, higher sales volume of $68.0~~$172.2 million and ~~due to~~ the prior year acquisitions of Queen City Plastics and FRE Composites Group of ~~$10.7 million.~~$5.7 million partially offset by lower sales volume of $33.6 million across varying product categories within both the Electrical and the Safety & Infrastructure segments.

Selling, general and administrative expenses increased by ~~$35.7~~$17.1 million, or ~~77.3%~~28.0%, to ~~$81.8~~$78.2 million for the three months ended ~~June 25,~~December 24, 2021 compared to ~~$46.2~~$61.1 million for the three months ended ~~June 26,~~December 25, 2020. The increase was primarily due to higher sales commission expense of ~~$9.1~~$8.0 million, increased general spending on business improvement initiatives, including digital initiatives, of $3.6 million, and higher variable compensation of $7.1 million, higher stock compensation expense of $2.5 million, higher acquisition related spend of $1.3 million driven by the acquisitions of Queen City Plastics and the FRE Composites Group, and the remainder primarily being driven by the tight controls on expenditures put into place in the prior year at the onset of the COVID-19 pandemic.$2.1 million.

Interest expense, net decreased by $1.3 million, or ~~14.1%~~16.2% to ~~$8.1~~$6.9 million for the three months ended ~~June 25,~~December 24, 2021 compared to ~~$9.4~~$8.3 million for the three months ended ~~June 26,~~December 25, 2020. The decrease is primarily due to interest expense being derived from a lower average principal balance resulting from the Company’s ~~principal prepayments in fiscal 2020 and 2021, resulting in a lower principal balance in~~ fiscal 2021 ~~from which interest expense was derived.~~

The Company’s income tax rate decreased to ~~26.0%~~21.8% for the three months ended ~~June 25,~~December 24, 2021 compared to ~~26.5%~~24.1% for the three months ended ~~June 26,~~December 25, 2020. The decrease in the current period effective tax rate was primarily driven by ~~losses incurred by our foreign jurisdictions for which we are not able to realize~~an increase in the ~~related~~excess tax ~~benefit.~~benefit associated with stock compensation.

The ~~Mechanical Products & Solutions segment was renamed as the~~ Safety & Infrastructure ~~segment. This~~ 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.

Effective in the first quarter of fiscal 2021, the Company implemented the Realignment of its segment financial reporting structure. The Company’s domestic cable management and prefabrication modular businesses had historically been reported in the Electrical Raceway segment. Due to transitions in the Company’s Executive Leadership Team, these businesses are now reported in the Safety & Infrastructure segment. The Realignment reflects how the Company’s Chief Operating Decision Maker now assesses the operating performance and allocates resources to the Safety & Infrastructure segment.


		Three months ended											Three months ended
($ in thousands)	($ in thousands)	June 25, 2021			June 26, 2020			Change		% Change		($ in thousands)	December 24, 2021			December 25, 2020			Change		% Change
Net sales	Net sales	$	661,163		$	272,151		$	389,012	142.9	%	Net sales	$	641,683		$	387,145		$	254,538	65.7	%
Adjusted EBITDA	Adjusted EBITDA	$	267,824		$	55,549		$	212,275	382.1	%	Adjusted EBITDA	$	279,547		$	133,273		$	146,274	109.8	%
Adjusted EBITDA margin	Adjusted EBITDA margin	40.5		%	20.4		%					Adjusted EBITDA margin	43.6		%	34.4		%

Net sales increased by ~~$389.0~~$254.5 million, or ~~142.9%~~65.7%, to ~~$661.2~~$641.7 million for the three months ended ~~June 25,~~December 24, 2021 compared to ~~$272.2~~$387.1 million for the three months ended ~~June 26,~~December 25, 2020. The increase in net sales is primarily attributed to increased average selling prices of ~~$290.6~~$265.8 million ~~which were mostly driven by~~across the ~~PVC electrical conduit and fittings category, the metal electrical conduit and fittings~~Electrical product ~~categories~~lines and increased net sales of ~~$26.5~~$10.6 million from the prior period acquisitions of Queen City Plastics and FRE Composites Group. These increases were partially offset by decreased sales volume of $23.4 million. Pricing for PVC products, as well as other parts of the business, ~~are~~is expected to return to more normal historical levels over time, but that time is uncertain. ~~Additionally, sales volume increased $64.1 million driven by increased volumes across all product categories.~~

Adjusted EBITDA for the three months ended ~~June 25,~~December 24, 2021 increased by ~~$212.3~~$146.3 million, or ~~382.1%~~109.8%, to ~~$267.8~~$279.5 million from ~~$55.5~~$133.3 million for the three months ended ~~June 26,~~December 25, 2020. Adjusted EBITDA margins increased to ~~40.5%~~43.6% for the three months ended ~~June 25,~~December 24, 2021 compared to ~~20.4%~~34.4% for the three months ended ~~June 26,~~December 25, 2020. The increase in Adjusted EBITDA and Adjusted EBITDA margins was largely due to higher average selling prices ~~in relation to changes in~~over input ~~costs, operational efficiencies and contributions from the acquisitions of Queen City Plastics and FRE Composites Group.~~costs.


		Three months ended											Three months ended
($ in thousands)	($ in thousands)	June 25, 2021			June 26, 2020			Change		% Change		($ in thousands)	December 24, 2021			December 25, 2020			Change		% Change
Net sales	Net sales	$	193,492		$	113,380		$	80,112	70.7	%	Net sales	$	200,510		$	124,765		$	75,745	60.7	%
Adjusted EBITDA	Adjusted EBITDA	$	22,365		$	14,150		$	8,215	58.1	%	Adjusted EBITDA	$	27,432		$	14,252		$	13,180	92.5	%
Adjusted EBITDA margin	Adjusted EBITDA margin	11.6		%	12.5		%					Adjusted EBITDA margin	13.7		%	11.4		%

Net sales increased by ~~$80.1~~$75.7 million, or ~~70.7%~~60.7%, for the three months ended ~~June 25,~~December 24, 2021 to ~~$193.5~~$200.5 million compared to ~~$113.4~~$124.8 million for the three months ended ~~June 26,~~December 25, 2020. The increase is primarily attributed to increased average selling prices of ~~$52.2~~$102.2 million driven by higher input costs of steel ~~and~~partially offset by ~~higher~~lower volumes of ~~$26.8~~$27.4 million primarily driven by ~~increases across all~~decreases in the mechanical pipe product ~~categories.~~line.

Nine months ended
($ in thousands) June 25, 2021 June 26, 2020 Change % Change
Net sales $ 2,004,283 $ 1,288,001 $ 716,282 55.6 %
Cost of sales 1,235,970 943,741 292,229 31.0 %
Gross profit 768,313 344,260 424,053 123.2 %
Selling, general and administrative 210,250 164,734 45,516 27.6 %
Intangible asset amortization 25,063 24,210 853 3.5 %
Operating income 533,000 155,316 377,684 243.2 %
Interest expense, net 24,760 30,605 (5,845) (19.1) %
Loss on extinguishment of debt 4,202 — 4,202 100.0 %
Other income, net (8,180) (2,462) (5,718) 232.3 %
Income before income taxes 512,218 127,173 385,045 302.8 %
Income tax expense 126,922 29,112 97,810 336.0 %
Net income $ 385,296 $ 98,061 $ 287,235 292.9 %

Net sales increased by $716.3 million, or 55.6%, to $2,004.3 million for the nine months ended June 25, 2021, compared to $1,288.0 million for the nine months ended June 26, 2020. The increase in net sales is primarily attributed to increased average selling prices of $586.6 million which were mostly driven by the PVC electrical conduit and fittings product category within the Electrical segment and increased net sales of $51.4 million from the acquisitions of Queen City Plastics and FRE Composites Group. Pricing for PVC products, as well as other parts of the business, are expected to return to more normal historical levels over time, but that time is uncertain. The increase in net sales was also driven by increases in sales volumes across the majority of product categories in both the Electrical and the Safety & Infrastructure segments.

Selling, general and administrative expenses increased by $45.5 million, or 27.6% to $210.3 million for the nine months ended June 25, 2021 compared to $164.7 million for the nine months ended June 26, 2020. The increase was primarily due to higher sales commission expense of $12.3 million, higher variable compensation of $13.6 million, higher stock compensation expense of $4.8 million and the acquisitions of Queen City Plastics and the FRE Composites Group of $3.0 million, partially offset by productivity efficiencies of $5.4 million. The majority of the remaining increase was primarily driven by the tight controls on expenditures put into place in the prior year at the onset of the COVID-19 pandemic.

Interest expense, net, decreased by $5.8 million, or 19.1% to $24.8 million for the nine months ended June 25, 2021 compared to $30.6 million for the nine months ended June 26, 2020. The decrease is primarily due to the Company’s principal prepayments in fiscal 2020 and 2021, resulting in a lower ~~principal balance in fiscal 2021 from which interest expense was derived.~~

Other income, net increased by $5.7 million to $8.2 million for the nine months ended June 25, 2021 compared to $2.5 million for the nine months ended June 26, 2020. The increase was primarily due to a $6.0 million business interruption insurance recovery from a flood at one of the Company’s manufacturing facilities. See Note 14, “Commitments and Contingencies” to the accompanying condensed consolidated financial statements included elsewhere in this Quarterly Report.

Net sales increased by $615.9 million, or 67.0%, to $1,535.8 million for the nine months ended June 25, 2021 compared to $919.9 million for the nine months ended June 26, 2020. The increase in net sales is primarily attributed to increased average selling prices of $513.3 million which were mostly driven by the PVC electrical conduit and fittings and the metal electrical conduit and fittings product categories, increased sales volume, ~~across most product categories and increased net sales of $51.2 million from the acquisitions of Queen City Plastics and FRE Composites Group.~~

Adjusted EBITDA for the nine months ended June 25, 2021 increased by $389.0 million, or 193.6%, to $589.9 million from $200.9 million for the nine months ended June 26, 2020. Adjusted EBITDA margins increased to 38.4% for the nine months ended June 25, 2021 compared to 21.8% for the nine months ended June 26, 2020. The increase in Adjusted EBITDA and Adjusted EBITDA margins was largely due to higher average selling prices in relation to changes in input costs, operational efficiencies and contributions from the acquisitions of Queen City Plastics and FRE Composites Group.

Net sales increased by $100.9 million, or 27.3%, for the nine months ended June 25, 2021 to $471.0 million compared to $370.0 million for the nine months ended June 26, 2020. The increase is primarily attributed to increased average selling prices of $73.3 million primarily driven by higher input costs of steel as well as increases in sales volumes across most product categories.

Adjusted EBITDA increased $2.0 million, or 4.0%, to $52.8 million for the nine months ended June 25, 2021 compared to $50.8 million for the nine months ended June 26, 2020. Adjusted EBITDA margins decreased to 11.2% for the nine months ended June 25, 2021 compared to 13.7% for the nine months ended June 26, 2020. The Adjusted EBITDA increase was primarily due to the increase in sales volume and average selling prices discussed above.

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 ~~$397.1~~$499.0 million as of ~~June 25,~~December 24, 2021, of which ~~$69.1~~$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’s intention to permanently reinvest such income were to change and cash was repatriated to the United States.

In general, we require cash to fund working capital investments, acquisitions, capital expenditures, debt repayment, interest payments, taxes and share repurchases. We have access to the ABL Credit Facility to fund operational needs. As of ~~June 25,~~December 24, 2021, there were no outstanding borrowings under the ABL Credit Facility and $9.5 million of letters of credit issued under the ABL Credit Facility. The borrowing base was estimated to be $325.0 million and approximately $315.5 million was available under the ABL Credit Facility as of ~~June 25,~~December 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 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 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 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 payments of interest and principal on our debt.

AI, AII, and AIH are each holding companies, and as such have no independent operations or material assets other than ownership of equity interests in their respective subsidiaries. Each company depends on its respective subsidiaries to distribute funds to it so that it may pay obligations and expenses, including satisfying obligations with respect to indebtedness. 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 ~~ABL~~ Credit ~~Facility~~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~~AII's subsidiaries are permitted under the terms of the ~~ABL~~ Credit ~~Facility~~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.


		Nine months ended					Three months ended
(in thousands)	(in thousands)	June 25, 2021		June 26, 2020		(in thousands)	December 24, 2021		December 25, 2020
Cash flows provided by (used in):	Cash flows provided by (used in):					Cash flows provided by (used in):
Operating activities	Operating activities	$	318,621	$	156,019	Operating activities	$	97,192	$	86,276
Investing activities	Investing activities	(74,303)		(24,756)		Investing activities	(45,024)		(14,258)
Financing activities	Financing activities	(135,412)		(16,917)		Financing activities	(129,048)		(78,981)

During the ~~nine~~three months ended ~~June 25,~~December 24, 2021, the Company was provided ~~$318.6~~$97.2 million by operating activities compared to ~~$156.0~~$86.3 million during the ~~nine~~three months ended ~~June 26,~~December 25, 2020. The ~~$162.6~~$10.9 million increase in cash provided was primarily due to higher cash flows from the increase in operating income of ~~$377.7~~$148.6 million. This was partially offset by a ~~$202.0~~$57.0 million increase in cash used in working capital primarily ~~driven by~~due to higher ~~sales.~~inventory build during the first quarter of fiscal 2022.

During the ~~nine~~three months ended ~~June 25,~~December 24, 2021, the Company used ~~$74.3~~$45.0 million in investing activities compared to ~~$24.8~~$14.3 million during the ~~nine~~three months ended ~~June 26,~~December 25, 2020. The increase in cash used in investing activities is primarily due to the ~~acquisition~~acquisitions of ~~Queen City Plastics~~Sasco and Four Star for ~~$6.2~~total cash paid of $36.1 million ~~and FRE Composites Group for $37.0 million, as well as increased capital expenditure of $8.7 million driven by investments in digital initiatives~~ during the ~~nine~~three months ended ~~June 25,~~December 24, 2021.

During the ~~nine~~three months ended ~~June 25,~~December 24, 2021, the Company used ~~$135.4~~$129.0 million in financing activities compared to ~~$16.9~~$79.0 million used during the ~~nine~~three months ended ~~June 26,~~December 25, 2020. The increase in cash used in financing activities is primarily due to ~~$110.1~~$69.5 million more cash used to repurchase common stock during the ~~nine~~three months ended ~~June 25, 2021.~~December 24, 2021 compared to the same period in the prior year.

~~The following table summarizes~~There have been no material changes toin our contractual obligations ~~reported as~~and commitments since the filing of ~~September 30, 2020, resulting from the changes in~~ our debt during the three months ended June 25, 2021. These changes resulted from the Company completing the issuance and sale of $400 million aggregate principal amount of the 4.25% Senior Notes due June 2031 and entering into the $400 million New Senior Secured Term Loan Facility which maturesAnnual Report on May 26, 2028. Proceeds from the Senior Notes and New Senior Secured Term Loan Facility were used to repay outstanding loans under the previous First Lien Term Loan Facility. See Note 12, “Debt” in the notes to the condensed consolidated financial statements.

($ in thousands) Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Total
Senior Notes due June 2031 $ — $ — $ — $ 400,000 $ 400,000
New Senior Secured Term Loan Facility Due May 2028 4,000 8,000 8,000 380,000 $ 400,000
Interest payments (a) 28,870 60,112 66,131 117,821 272,934
Total $ 32,870 $ 68,112 $ 74,131 $ 897,821 $ 1,072,934
(a) Interest expense is estimated based on outstanding loan balances assuming principal payments are made according to the payment schedule and interest rates as of June 25, 2021 (4.25% for the Senior Notes, 2.5% for the New Senior Secured Term Loan Facility).
Form 10-K.

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 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 optimistic,” “intends,” “plans,” ~~“estimates,~~��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. 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, 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 captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Reports on Form 10-K and Quarterly 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:

You should read this Quarterly Report completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements attributable to us or persons acting on our behalf that are made in this Quarterly Report are qualified in their entirety by these cautionary statements. These forward-looking statements are made only as of the date of this Quarterly Report, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, and changes in future operating results over time or otherwise.

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”), as of the end of the period covered by this 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

On ~~January 28,~~November 16, 2021, the board of directors approved a share repurchase program, under which the Company may repurchase up to ~~$100.0~~$400.0 million of its outstanding common stock. ~~The Company made no repurchases under this plan during the second quarter of the current fiscal year.~~ As of ~~June 25,~~December 24, 2021, there was ~~$25~~$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.

Period Total Number Of Shares Purchased Avg Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program(1) Maximum Value of Shares that May Yet Be Purchased Under the Program(1)
March 27, 2021 to April 23, 2021 — $ — — $ —
April 24, 2021 to May 28, 2021 860 $ 81.99 860 $ 29,486
May 29, 2021 to June 25, 2021 58 $ 78.02 58 $ 24,974
Total 918 918


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


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


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


			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			65
Condensed Consolidated Statement of Changes in Shareholders’ Equity			76
Notes to Condensed Consolidated Financial Statements			97
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2419
Item 3. Quantitative and Qualitative Disclosures about Market Risk			3425
Item 4. Controls and Procedures			3425

PART II. OTHER INFORMATION
Item 1. Legal Proceedings			3627
Item 1A. Risk Factors			3627
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			3627
Item 3. Defaults Upon Senior Securities			3627
Item 4. Mine Safety Disclosures			3627
Item 5. Other Information			3627
Item 6. Exhibits			3728
Signatures			3829


	% Change
Volume	~~23.6~~ (9.9)	%
Average selling prices	~~89.0~~72.0	%
Foreign exchange	~~1.9~~0.2	%
Acquisitions	~~6.9~~2.1	%
Other	~~0.4~~0.1	%
Net sales	~~121.8~~64.5	%


	% Change
Volume	~~23.5~~ (10.5)	%
Average input costs	~~42.8~~53.5	%
Foreign exchange	~~2.2~~0.2	%
Acquisitions	~~3.7~~1.8	%
Other	~~5.7~~6.0	%
Cost of sales	~~77.9~~51.0	%


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


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


	% Change
Volume	~~23.6~~ (6.0)	%
Average selling prices	~~106.7~~68.6	%
Foreign exchange	~~2.7~~0.3	%
Acquisitions	~~9.7~~2.8	%
~~Other~~	~~0.2~~		%
Net sales	~~142.9~~65.7	%


	% Change
Volume	~~23.6~~ (22.0)	%
Average selling prices	~~46.1~~81.9	%
Acquisitions	0.1	%
Other	~~0.9~~0.7	%
Net sales	~~70.7~~60.7	%


	~~% Change~~
~~Volume~~	~~4.9~~	%
~~Average selling prices~~	~~45.5~~	%
~~Foreign exchange~~	~~1.1~~	%
~~Acquisitions~~	~~4.0~~	%
~~Other~~	~~0.1~~	%
~~Net sales~~	~~55.6~~	%


	~~% Change~~
~~Volume~~	~~5.0~~	%
~~Average input costs~~	~~21.5~~	%
~~Foreign exchange~~	~~1.2~~	%
~~Acquisitions~~	~~2.3~~	%
~~Other~~	~~1.0~~	%
~~Cost of sales~~	~~31.0~~	%


	~~Change (%)~~
~~Volume~~	~~7.2~~	%
~~Average selling prices~~	~~19.8~~	%
~~Acquisitions~~	~~0.1~~	%
~~Other~~	~~0.2~~	%
~~Net sales~~	~~27.3~~	%


($ in thousands)	Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years		Total
Senior Notes due June 2031	$	—	$	—	$	—	$	400,000	$	400,000
New Senior Secured Term Loan Facility Due May 2028	4,000		8,000		8,000		380,000		$	400,000
Interest payments (a)	28,870		60,112		66,131		117,821		272,934
Total	$	32,870	$	68,112	$	74,131	$	897,821	$	1,072,934


(a) Interest expense is estimated based on outstanding loan balances assuming principal payments are made according to the payment schedule and interest rates as of June 25, 2021 (4.25% for the Senior Notes, 2.5% for the New Senior Secured Term Loan Facility).


Period	Total Number Of Shares Purchased	Avg Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program(1)	Maximum Value of Shares that May Yet Be Purchased Under the Program(1)
March 27, 2021 to April 23, 2021	—	$	—	—	$	—
April 24, 2021 to May 28, 2021	860	$	81.99	860	$	29,486
May 29, 2021 to June 25, 2021	58	$	78.02	58	$	24,974
Total	918			918


			~~4.1#~~			Indenture, dated as of May 26, 2021, by and among the Company, the Guarantors named therein and the Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to Atkore Inc.'s Current Report on Form 8-K filed on June 2,2021.
			~~10.1#~~			The Term Loan Credit Agreement, dated as of May 26, 2021, by and among Atkore International Inc, as borrower, the company and the subsidiaries of Atkore International, Inc., as guarantors, the several lenders party thereto and JPMorgan Chase Bank, N.A, as administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to Atkore Inc.'s Current Report on Form 8-K filed on June 2, 2021.
			~~10.2#~~			The Amended and Restated Credit Agreement, dated as of August 28, 2020, as amended on May 26, 2021 among Atkore international Inc, as borrower, the Company and the subsidiaries of Atkore international Inc, as guarantors, the lenders and other financial institutions party thereto and Wells Fargo Bank, National Association, as swingline lender, issuing lender, administrative agent and collateral agent thereunder, incorporated by reference to Exhibit 10.2 to Atkore Inc.'s Current report on Form 8-K filed on June 2, 2021.
			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 ~~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. ~~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 ~~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.~~ 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


			ATKORE INC.
			(Registrant)
Date:	~~August 3, 2021~~January 31, 2022	By:	/s/ David P. Johnson
			Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)