Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 30, 2016 | Jan. 17, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Atkore International Group Inc. | |
Entity Central Index Key | 1,666,138 | |
Document Type | S1 | |
Document Period End Date | Dec. 30, 2016 | |
Amendment Flag | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 63,111,090 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 30, 2016 | Dec. 25, 2015 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Income Statement [Abstract] | |||||
Net sales | $ 337,591 | $ 358,375 | $ 1,523,384 | $ 1,729,168 | $ 1,702,838 |
Cost of sales | 245,586 | 285,966 | 1,154,702 | 1,456,375 | 1,475,728 |
Gross profit | 92,005 | 72,409 | 368,682 | 272,793 | 227,110 |
Selling, general and administrative | 43,892 | 43,841 | 219,397 | 185,815 | 180,783 |
Intangible asset amortization | 5,589 | 5,517 | 22,238 | 22,103 | 20,857 |
Asset impairment charges | 129 | 27,937 | 44,424 | ||
Operating income (loss) | 42,524 | 23,051 | 126,918 | 36,938 | (18,954) |
Interest expense, net | 9,830 | 9,881 | 41,798 | 44,809 | 44,266 |
(Gain) loss on extinguishment of debt | 9,805 | 0 | (1,661) | 0 | 43,667 |
Income (loss) before income taxes | 22,889 | 13,170 | 86,781 | (7,871) | (106,887) |
Income tax expense (benefit) | 5,507 | 4,598 | 27,985 | (2,916) | (32,939) |
Net income (loss) | $ 17,382 | $ 8,572 | 58,796 | (4,955) | (73,948) |
Convertible preferred stock and dividends | 0 | 0 | 29,055 | ||
Net income (loss) attributable to common stockholders | $ 58,796 | $ (4,955) | $ (103,003) | ||
Weighted-Average Common Shares Outstanding | |||||
Basic (shares) | 62,642 | 62,466 | 62,486 | 62,527 | 50,998 |
Diluted (shares) | 65,920 | 62,466 | 62,820 | 62,527 | 50,998 |
Net income (loss) per share | |||||
Basic (in dollars per share) | $ 0.28 | $ 0.14 | $ 0.94 | $ (0.08) | $ (2.02) |
Diluted (in dollars per share) | $ 0.26 | $ 0.14 | $ 0.94 | $ (0.08) | $ (2.02) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 30, 2016 | Dec. 25, 2015 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Statement of Comprehensive Income [Abstract] | |||||
Net income (loss) | $ 17,382 | $ 8,572 | $ 58,796 | $ (4,955) | $ (73,948) |
Other comprehensive (loss): | |||||
Change in foreign currency translation adjustment | (1,900) | 35 | (858) | (7,135) | (2,403) |
Change in unrecognized loss related to pension benefit plans, net of tax benefit of $2,680, $4,554, $1,143, respectively (See Note 10) | 326 | 180 | (4,059) | (7,268) | (1,829) |
Total other comprehensive (loss) | (1,574) | 215 | (4,917) | (14,403) | (4,232) |
Comprehensive income (loss) | $ 15,808 | $ 8,787 | $ 53,879 | $ (19,358) | $ (78,180) |
Consolidated Statements of Com4
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Change in unrecognized loss related to pension benefit plans, tax benefit | $ 2,680 | $ 4,554 | $ 1,143 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 30, 2016 | Sep. 30, 2016 | Sep. 25, 2015 |
Current Assets: | |||
Cash and cash equivalents | $ 87,973 | $ 200,279 | $ 80,598 |
Accounts receivable, less allowance for doubtful accounts of $1,006 and $1,173, respectively | 158,952 | 192,090 | 216,992 |
Inventories, net (see Note 4) | 178,836 | 161,465 | 161,924 |
Assets held for sale (see Note 18) | 3,313 | 6,680 | 3,313 |
Prepaid expenses and other current assets | 18,818 | 22,407 | 18,665 |
Total current assets | 447,892 | 582,921 | 481,492 |
Property, plant and equipment, net (see Note 5) | 198,062 | 202,692 | 224,284 |
Intangible assets, net (see Note 6) | 249,349 | 254,937 | 277,175 |
Goodwill (see Note 6) | 115,829 | 115,829 | 115,829 |
Deferred income taxes | 944 | 945 | 1,087 |
Non-trade receivables | 7,160 | 7,244 | 13,932 |
Total Assets | 1,019,236 | 1,164,568 | 1,113,799 |
Current Liabilities: | |||
Short-term debt and current maturities of long-term debt (see Note 8) | 4,228 | 1,267 | 2,864 |
Accounts payable | 102,315 | 114,118 | 109,847 |
Income tax payable | 4,410 | 2,326 | 515 |
Accrued and other current liabilities (see Note 7) | 66,175 | 87,111 | 97,272 |
Total current liabilities | 177,128 | 204,822 | 210,498 |
Long-term debt (see Note 8) | 489,519 | 629,046 | 649,344 |
Deferred income taxes | 12,475 | 12,834 | 14,557 |
Other long-term tax liabilities | 6,838 | 6,838 | 13,319 |
Pension liabilities (see Note 10) | 34,935 | 35,172 | 28,126 |
Other long-term liabilities | 17,886 | 18,610 | 41,678 |
Total Liabilities | 738,781 | 907,322 | 957,522 |
Equity: | |||
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 62,458,367 and 62,453,437 shares issued and outstanding, respectively | 632 | 626 | 626 |
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively | (2,580) | (2,580) | (2,580) |
Additional paid-in capital | 405,687 | 398,292 | 352,505 |
Accumulated deficit | (95,760) | (113,142) | (173,241) |
Accumulated other comprehensive loss | (27,524) | (25,950) | (21,033) |
Total Equity | 280,455 | 257,246 | 156,277 |
Total Liabilities and Equity | $ 1,019,236 | $ 1,164,568 | $ 1,113,799 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 30, 2016 | Sep. 30, 2016 | Sep. 25, 2015 |
Statement of Financial Position [Abstract] | |||
Accounts receivable, less allowance for doubtful accounts of $1,006 and $1,173, respectively | $ 958 | $ 1,006 | $ 1,173 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (shares) | 63,088,752 | 62,458,367 | 62,453,437 |
Common stock, shares outstanding (shares) | 63,088,752 | 62,458,367 | 62,453,437 |
Treasury stock (shares) | 260,900 | 260,900 | 260,900 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 30, 2016 | Dec. 25, 2015 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Operating activities: | |||||
Net income (loss) | $ 17,382 | $ 8,572 | $ 58,796 | $ (4,955) | $ (73,948) |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
(Gain) loss on sale of fixed assets and assets held for sale | 433 | 7 | (357) | 1,240 | 0 |
Impairment of assets | 129 | 27,937 | 44,424 | ||
Depreciation and amortization | 13,628 | 13,493 | 55,017 | 59,465 | 58,695 |
Amortization of debt issuance costs and original issue discount | 723 | 909 | 3,586 | 3,631 | 4,731 |
Deferred income taxes | (357) | 4,549 | 2,556 | (3,650) | (36,510) |
(Gain) loss on extinguishment of debt | 9,805 | 0 | (1,661) | 0 | 43,667 |
Provision for losses on accounts receivable and inventory | 675 | (343) | 3,021 | 546 | 3,254 |
Stock-based compensation expense | 2,720 | 2,045 | 21,127 | 13,523 | 8,398 |
Other adjustments to net income | 0 | (648) | (190) | 0 | 0 |
Changes in operating assets and liabilities, net of effects from acquisitions | |||||
Accounts receivable | 24,538 | 7,038 | (12,124) | ||
Inventories | (2,437) | 67,509 | 7,675 | ||
Prepaid expenses and other current assets | (2,986) | (616) | 16,613 | ||
Accounts payable | 4,061 | (43,710) | 26,804 | ||
Income taxes | 1,005 | (3,814) | 654 | ||
Accrued and other liabilities | (9,551) | 16,311 | (1,028) | ||
Other, net | (8) | 618 | (3,093) | ||
Changes in operating assets and liabilities | (12,840) | 23,361 | |||
Net cash provided by continuing operating activities | 156,646 | 141,073 | 88,212 | ||
Net cash (used for) discontinued operating activities | 0 | 0 | (1,879) | ||
Net cash provided by operating activities | 32,169 | 51,945 | 156,646 | 141,073 | 86,333 |
Investing activities: | |||||
Capital expenditures | (3,964) | (4,663) | (16,830) | (26,849) | (24,362) |
Proceeds from sale of properties and equipment | 34 | 14 | 75 | 1,451 | 7,396 |
Proceeds from sale of assets held for sale | 3,024 | 0 | 2,400 | 0 | 0 |
Acquisitions of businesses, net of cash acquired | 0 | (30,549) | (39,787) | ||
Working capital adjustment for acquisition | 0 | 0 | 5,142 | ||
Proceeds from sale of an investment | 0 | 458 | 1,328 | 4,844 | 2,736 |
Other, net | (20) | 0 | 132 | (78) | 15 |
Net cash (used for) continuing investing activities | (12,895) | (51,181) | (48,860) | ||
Net cash provided by discontinued investing activities | 0 | 4,540 | 0 | ||
Net cash (used for) investing activities | (926) | (4,191) | (12,895) | (46,641) | (48,860) |
Financing activities: | |||||
Borrowings under credit facility | 0 | 788,000 | 657,000 | ||
Repayments under credit facility | 0 | (828,000) | (676,000) | ||
Proceeds from short-term debt | 0 | 1,692 | 4,126 | ||
Repayments of short-term debt | (4,200) | (315) | (1,619) | (1,661) | (5,825) |
Proceeds from issuance of first and second lien credit agreements | 498,750 | 0 | 0 | 0 | 665,400 |
Repayments of long-term debt | (637,350) | (1,050) | (22,175) | (4,200) | (438,558) |
Issuance of common stock | 4,680 | 26 | 52 | 49 | 674 |
Repurchase of common stock | 0 | (882) | (252,765) | ||
Payment for debt financing costs and fees | (4,294) | 0 | 0 | (102) | (11,925) |
Proceeds from foreign exchange forward option | 0 | 999 | 0 | ||
Other, net | 0 | (1) | (166) | (1) | 289 |
Net cash (used for) financing activities | (142,414) | (1,340) | (23,908) | (44,106) | (57,584) |
Effects of foreign exchange rate changes on cash and cash equivalents | (1,135) | 198 | (162) | (3,088) | (1,299) |
Increase (decrease) in cash and cash equivalents | (112,306) | 46,612 | 119,681 | 47,238 | (21,410) |
Cash and cash equivalents at beginning of period | 200,279 | 80,598 | 80,598 | 33,360 | 54,770 |
Cash and cash equivalents at end of period | 87,973 | 127,210 | 200,279 | 80,598 | 33,360 |
Supplementary Cash Flow information | |||||
Interest paid | 49,855 | 41,460 | 42,833 | ||
Income taxes paid, net of refunds | 30,859 | 4,759 | 2,206 | ||
Capital expenditures, not yet paid | $ 173 | $ 52 | 525 | 327 | 236 |
Non-cash preferred stock dividends | 0 | 0 | 29,055 | ||
Reclassification of stock-based compensation liability | $ 43,870 | $ 0 | $ 0 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Convertible Preferred Stock | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (shares) at Sep. 27, 2013 | 424 | 40,777 | |||||
Beginning balance at Sep. 27, 2013 | $ 510,378 | $ 423,576 | $ 408 | $ (933) | $ 184,064 | $ (94,338) | $ (2,399) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (73,948) | (73,948) | |||||
Other comprehensive loss | (4,232) | (4,232) | |||||
Issuance of common stock (shares) | 81 | ||||||
Issuance of common stock | 674 | $ 1 | 673 | ||||
Repurchase of common stock (shares) | (40,324) | ||||||
Repurchase of common stock | (252,765) | (252,765) | |||||
Retirement of common stock | 0 | $ (403) | 252,000 | (251,597) | |||
Preferred stock dividends (shares) | 29 | ||||||
Preferred stock dividends | 0 | $ 29,055 | (29,055) | ||||
Conversion of preferred stock (shares) | (453) | 62,010 | |||||
Conversion of preferred stock | 0 | $ (452,630) | $ 620 | 452,010 | |||
Modification of equity based compensation (to) from liability award | (3,638) | (3,638) | |||||
Ending balance (shares) at Sep. 26, 2014 | 0 | 62,545 | |||||
Ending balance at Sep. 26, 2014 | 176,469 | $ 0 | $ 626 | (1,698) | 352,457 | (168,286) | (6,630) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (4,955) | (4,955) | |||||
Other comprehensive loss | (14,403) | (14,403) | |||||
Issuance of common stock (shares) | 5 | ||||||
Issuance of common stock | 49 | 49 | |||||
Repurchase of common stock (shares) | (97) | ||||||
Repurchase of common stock | (882) | (882) | |||||
Ending balance (shares) at Sep. 25, 2015 | 0 | 62,453 | |||||
Ending balance at Sep. 25, 2015 | 156,277 | $ 0 | $ 626 | (2,580) | 352,505 | (173,241) | (21,033) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cumulative effect adjustment for a change in accounting principle | 1,303 | 1,303 | |||||
Net income (loss) | 58,796 | 58,796 | |||||
Other comprehensive loss | (4,917) | (4,917) | |||||
Issuance of common stock (shares) | 5 | ||||||
Issuance of common stock | 52 | 52 | |||||
Modification of equity based compensation (to) from liability award | 43,870 | 43,870 | |||||
Stock-based compensation | 1,865 | 1,865 | |||||
Ending balance (shares) at Sep. 30, 2016 | 0 | 62,458 | |||||
Ending balance at Sep. 30, 2016 | 257,246 | $ 0 | $ 626 | $ (2,580) | $ 398,292 | $ (113,142) | $ (25,950) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 17,382 | ||||||
Other comprehensive loss | (1,574) | ||||||
Ending balance at Dec. 30, 2016 | $ 280,455 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Basis of Presentation and Summary of Significant Accounting Policies | 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Ownership Structure - Atkore International Group Inc. (the "Company" or "Atkore") was incorporated in the State of Delaware on November 4, 2010. Atkore is the sole stockholder of Atkore International Holdings Inc. ("AIH"), which in turn is the sole stockholder of Atkore International, Inc. ("AII"). 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, 2016 filed with the U.S. Securities and Exchange Commission (the "SEC") on November 29, 2016, and should be read in conjunction with those consolidated financial statements and the notes thereto. Certain information and disclosures normally included in our 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. Description of Business - The Company is a leading manufacturer of Electrical Raceway products primarily for the non-residential construction and renovation markets and MP&S ("MP&S") for the construction and industrial markets. Electrical Raceway products form the critical infrastructure that enables the deployment, isolation and protection of a structure's electrical circuitry from the original power source to the final outlet. MP&S frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications. Fiscal Periods - The Company has a fiscal year that ends on September 30. It is the Company's practice to establish quarterly closings using a 4-5-4 calendar. The Company's fiscal quarters end on the last Friday in December, March and June. 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. Fair Value Measurements - Authoritative guidance for fair value measurements establishes a three-level hierarchy that ranks the quality and reliability of information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. In cases where two or more levels of inputs are used to determine fair value, a financial instrument's level is determined based on the lowest level input that is considered significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are summarized as follows: Level 1 - inputs are based upon quoted prices (unadjusted) in active markets for identical assets or liabilities which are accessible as of the measurement date. Level 2 - inputs are based upon quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations for the asset or liability that are derived principally from or corroborated by market data for which the primary inputs are observable, including forward interest rates, yield curves, credit risk and exchange rates. Level 3 - inputs for the valuations are unobservable and are based on management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques such as option pricing models and discounted cash flow models. Recent Accounting Pronouncements - On January 26, 2017 , the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04 , " Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ," which allows an entity to perform its goodwill impairment test by comparing the fair value of a reporting segment with its carrying amount. If the carrying amount exceeds the fair value, the Company would recognize an impairment charge not to exceed the total amount of goodwill allocated to that reporting segment. The effective date for public entities will be annual periods beginning after December 15, 2019, the Company's fiscal 2021. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance and its impact on the financial statements. On November 17, 2016 , the FASB issued ASU 2016-18 , " Restricted cash ," which provides additional guidance and clarification to the classification and presentation of restricted cash in ASC 230 - Statement of Cash Flows . The effective date for public entities will be annual periods beginning after December 15, 2017, the Company's fiscal 2019. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance and its impact on the cash flows. We do not believe this update will have a material impact on the financial statements. | BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Ownership Structure — Atkore International Group Inc. (the "Company" or "Atkore") is a leading manufacturer of Electrical Raceway products primarily for the non-residential construction and renovation markets and Mechanical Products & Solutions ("MP&S") for the construction and industrial markets. The Company was incorporated in the State of Delaware on November 4, 2010. Atkore is the sole stockholder of Atkore International Holdings Inc. ("AIH"), which in turn is the sole stockholder of Atkore International, Inc. ("AII"). The Transactions — On November 9, 2010, Tyco announced that it had entered into an agreement to sell a majority interest in TEMP to CD&R Allied Holdings, L.P. (the "CD&R Investor), an affiliate of the private equity firm Clayton Dubilier & Rice, LLC ("CD&R"). On December 22, 2010, the transaction was completed and CD&R acquired shares of a newly created class of cumulative convertible preferred stock (the "Preferred Stock") of the Company. The Preferred Stock initially represented 51% of the Company’s outstanding capital stock (on an as-converted basis). The preferred stock is entitled to a 12% fixed, cumulative dividend paid quarterly ("Preferred Dividends") and dividends on an as-converted basis when declared on common stock ("Participating Dividends"). On December 22, 2010, the Company also issued common stock (the "Common Stock") to Tyco’s wholly owned subsidiary, Tyco International Holding S.à .r.l. ("Tyco Seller"), that initially represented the remaining 49% of the Company’s outstanding capital stock. Subsequent to December 22, 2010, the Company has operated as an independent, stand-alone entity. The aforementioned transactions described in this paragraph are referred to herein as the "Transactions." On March 6, 2014, the Company entered into a non-binding letter of intent (the "Letter of Intent") with Tyco for the acquisition (the "Acquisition") of 40.3 million shares of Common Stock held by Tyco Seller. On April 9, 2014, the Company paid $250,000 to Tyco Seller to redeem the shares, which were subsequently retired. The Company paid $2,000 of expenses related to the share redemption. In a separate transaction on the same date, the CD&R Investor converted its Preferred Stock and accumulated Preferred Dividends into Common Stock. As of September 26, 2014, Common Stock is the Company’s sole issued and outstanding class of securities. Common Stock Split — On May 27, 2016, the Company effected a 1.37 -for-1 stock split of its common stock. The accompanying consolidated financial statements and notes thereto give retroactive effect to the stock split for all periods presented. Initial Public Offering — On June 9, 2016 , the Company’s Registration Statement on Form S-1 relating to an initial public offering ("IPO") of our common stock was declared effective by the U.S. Securities and Exchange Commission ("SEC") and on June 15, 2016 , we completed the IPO at a price to the public of $16.00 per share. In connection with the IPO, CD&R Allied Holdings, L.P., (the "CD&R Investor"), an affiliate of Clayton, Dubilier & Rice LLC ("CD&R"), sold an aggregate of 12,000,000 shares of our common stock. The CD&R Investor received all of the net proceeds and bore all commissions and discounts from the sale of our common stock. We did not receive any proceeds from the IPO. Following the completion of the IPO, Atkore is a "controlled company" within the meaning of the New York Stock Exchange ("NYSE") rules with CD&R retaining 80.1% of the common stock. Basis of Presentation — The accompanying audited 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"). The audited 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 audited consolidated financial statements from the effective date of acquisition or up to the date of disposal. Description of Business — The Company is a leading manufacturer of Electrical Raceway products primarily for the non-residential construction and renovation markets and Mechanical Products & Solutions ("MP&S") for the construction and industrial markets. Electrical Raceway products form the critical infrastructure that enables the deployment, isolation and protection of a structure’s electrical circuitry from the original power source to the final outlet. MP&S frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications. Fiscal Periods — The Company has a 52- or 53-week fiscal year that ends on the last day in September starting fiscal 2016. Prior to fiscal 2016, the fiscal year ended on the last Friday in September. Fiscal year 2016 was a 53-week fiscal year which ended on September 30, 2016 . Fiscal years 2015 and 2014 were 52-week fiscal years which ended on September 25, 2015 and September 26, 2014 , respectively. Our next fiscal year will end on September 30, 2017 and will be a 52-week year. Our fiscal quarters end on the last Friday in December, March and June. Use of Estimates — The preparation of the 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 consolidated financial statements and report the associated amounts of revenues and expenses. Significant estimates and assumptions are used for, but not limited to, allowances for doubtful accounts, provisions for certain rebates, sales incentives, trade promotions, product returns and discounts, estimates of future cash flows associated with asset impairments, useful lives for depreciation and amortization, loss contingencies, net realizable value of inventories, legal liabilities, income taxes and tax valuation allowances, pension and postretirement employee benefit liabilities and purchase price allocation. Actual results could differ materially from these estimates. Revenue Recognition — The Company’s revenue is generated principally from the sale of its products. Revenue from the sale of products is recognized at the time title, risks and rewards of ownership pass. This is generally when the products reach the free-on-board shipping point, the sales price is fixed and determinable and collection is reasonably assured. The freight charges for shipments are included in the Company’s revenues. Provisions for certain rebates, sales incentives, trade promotions, product returns and discounts to customers are accounted for as reductions in determining sales in the same period the related sales are recorded. Rebates are estimated based on sales terms and historical experience. Product returns are estimated based on historical experience and are recorded at the time revenues are recognized. Accordingly, the Company reduces recognized revenue for estimated future returns at the time revenue is recorded. The estimates for returns are adjusted periodically based upon changes in historical rates of returns and trend analysis. Cost of Sales — The Company includes all costs directly related to the production of goods for sale in cost of sales in the statement of operations. These costs include direct material, direct labor, production related overheads, excess and obsolescence costs, lower of cost or market provisions, freight and distribution costs, and the depreciation and amortization of assets directly used in the production of goods for sale. Selling, General and Administrative Expenses — These amounts primarily include payroll-related expenses for both administrative and selling personnel, compensation expense from stock-based awards, restructuring-related charges, third-party professional services and translation gains or losses for foreign currency transaction. Cash and Cash Equivalents — The Company considers all highly liquid investments with a maturity of three months or less, when purchased, to be cash equivalents. Allowance for Doubtful Accounts — The allowance for doubtful accounts receivable reflects the best estimate of losses inherent in the Company’s accounts receivable portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other available evidence. Inventories — Inventories are recorded at the lower of cost (primarily LIFO) or market value. The Company estimates losses for excess and obsolete inventory through an assessment of its net realizable value based on the aging of the inventory and an evaluation of the likelihood of recovering the inventory costs based on anticipated demand and selling price. Property, Plant and Equipment — Property, plant and equipment, net, is recorded at cost less accumulated depreciation. Maintenance and repair expenditures are charged to expense when incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows: Buildings 2 to 40 years Building improvements 2 to 22 years Machinery and production equipment 2 to 20 years Support and testing machinery and equipment 2 to 15 years Leasehold improvements Lesser of remaining term of the lease or economic useful life Long-Lived Asset Impairments — The Company reviews long-lived assets, including property, plant and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. The Company groups assets at the lowest level for which cash flows are separately identified in order to measure an impairment. Recoverability of an asset or asset group is first measured by a comparison of the carrying amount to its estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset or asset group exceeds the estimated fair value. If impairment is determined to exist, any related impairment loss is calculated based on the estimated fair value. Impairment losses on assets to be disposed of or held for sale, if any, are based on the estimated proceeds to be received, less costs of disposal. See Note 18, ''Assets Held for Sale." Goodwill and Indefinite-Lived Intangible Asset Impairments — Goodwill and indefinite-lived intangible assets are assessed for impairment annually and more frequently if events or circumstances indicate that is more likely than not that the fair value of a reporting unit is less than the carrying value. See Note 6, ''Goodwill and Intangible Assets.'' Management uses various sources of information to estimate fair value including forecasted operating results, business plans, economic projections, royalty rates, market multiples of publicly traded comparable companies and other market data. When testing for goodwill impairment, the Company first compares the fair value of a reporting unit with its carrying amount. Assessing goodwill for impairment requires us to estimate future operating results and cash flows that require judgment by management. Using different estimates could impact the amount and timing of impairment. We determine the fair value of a reporting unit using three valuation approaches: (a) an income approach using a discounted cash flow analysis based on the forecasted cash flows (including estimated underlying revenue and operating income growth rates) discounted using an estimated weighted-average cost of capital of market participants; (b) a market approach using a comparable company analysis; (c) a market approach using a transaction analysis. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test will be performed to measure the amount of impairment loss. In the second step of the goodwill impairment test, the Company compares the implied fair value of the reporting unit’s goodwill with the carrying amount of the reporting unit’s goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess of the carrying amount of goodwill over its implied fair value. The implied fair value of goodwill is determined in the same manner that the amount of goodwill recognized in a business combination is determined. The Company allocates the fair value of a reporting unit to all of the assets and liabilities of that unit, including intangible assets, as if the reporting unit had been acquired in a business combination. Any excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities represents the implied fair value of goodwill and is considered a Level 3 fair value measurement in accordance with the fair value hierarchy. Fair Value Measurements — Authoritative guidance for fair value measurements establishes a three-level hierarchy that ranks the quality and reliability of information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. In cases where two or more levels of inputs are used to determine fair value, a financial instrument’s level is determined based on the lowest level input that is considered significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are summarized as follows: Level 1-inputs are based upon quoted prices (unadjusted) in active markets for identical assets or liabilities which are accessible as of the measurement date. Level 2-inputs are based upon quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations for the asset or liability that are derived principally from or corroborated by market data for which the primary inputs are observable, including forward interest rates, yield curves, credit risk and exchange rates. Level 3-inputs for the valuations are unobservable and are based on management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques such as option pricing models and discounted cash flow models. Income Taxes and Uncertain Tax Positions — The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates in effect for the year it is expected the differences will reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period of the enactment date. The Company maintains an indemnity receivable for certain tax obligations that are indemnified by Tyco and that are expected to be settled directly with the taxing authorities. The Company periodically assesses the realizabilty of the deferred tax assets. In making this determination management considers all available evidence, both positive and negative, including earnings history, expectations of future taxable income and available tax planning strategies. A valuation allowance is recorded to reduce our deferred tax assets to the amount that is considered more likely than not to be realized. Changes in the required valuation allowance are recorded in income in the period such determination is made. Certain tax positions may be considered uncertain requiring an assessment of whether an allowance should be recorded. Provisions for uncertain tax positions provide a recognition threshold based on an estimate of whether it is more likely than not that a position will be sustained upon examination. The Company measures its uncertain tax positions as the largest amount of benefit that is greater than a 50 percent likelihood of being realized upon examination. Interest and penalties related to unrecognized tax benefits are recorded as a component of income tax expense. See Note 9, ''Income Taxes.'' Concentration of Credit Risk — The Company extends credit to various customers in the retail and construction industries. Collection of trade receivables may be affected by changes in economic or other industry conditions and may, accordingly, impact the Company’s overall credit risk. Although the Company generally does not require collateral, the Company performs ongoing credit evaluations of customers and maintains reserves for potential credit losses. For all periods presented, no customer accounted for more than 10% of sales or accounts receivable. 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 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. For more information, see Note 16, ''Commitments and Contingencies'' . Translation of Foreign Currency — For the Company’s non-U.S. subsidiaries that report in a functional currency other than U.S. dollars, assets and liabilities are translated into U.S. dollars using year-end exchange rates. Revenue and expenses are translated at the monthly average exchange rates in effect during the fiscal year. Foreign currency translation adjustments are included as a component of accumulated other comprehensive loss within the statements of comprehensive loss for the fiscal years ended September 30, 2016 , September 25, 2015 , and September 26, 2014 . Recent Accounting Pronouncements — On October 24, 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory." The ASU removes the prohibition in Accounting Standards Codification ("ASC") 740 against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. The effective date for public entities will be annual periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance and its impact on the results of operations, cash flows or financial positions. On August 6, 2016, the FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Payments," which amends ASC 230, "Statement of Cash Flow." The ASU provides guidance on the classification of certain cash receipts and payments including debt prepayment or debt issuance costs and cash payments for contingent considerations. The ASU also provides clarification on the application of the predominance principle outlined in ASC 230. The effective date for public entities will be annual periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted. The Company early adopted this new standard during fiscal 2016 and it did not have a material impact on the financial statements. On March 30, 2016, FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," which amends ASC 718. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, our fiscal 2018. Early adoption is permitted. The Company early adopted all amendments of ASU 2016-09 during fiscal 2016. The Company recognized excess tax benefit adjustments using a modified retrospective method. As a result of the adoption, we recorded an adjustment to retained earnings of $1.3 million to recognize net operating loss carryforwards, net of a valuation allowance, attributable to excess tax benefits on stock compensation that had not been previously recognized to additional paid in capital. The Company has elected to account for forfeitures when they occur. The election had no impact to our results of operations, cash flows, or financial positions. On February 25, 2016, the FASB issued ASU 2016-2, "Leases (Topic 842)." The ASU requires companies to use a "right of use" lease model that assumes that each lease creates an asset (the lessee’s right to use the leased asset) and a liability (the future rent payment obligations), which should be reflected on a lessee’s balance sheet to fairly represent the lease transaction and the lessee’s related financial obligations. We conduct some of our operations under leases that are accounted for as operating leases, with no related assets and liabilities on our balance sheet. The proposed changes would require that substantially all of our operating leases be recognized as assets and liabilities on our balance sheet. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods therein. Early adoption will be permitted. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position. In September 2015, the FASB issued ASU 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments." The ASU requires an acquirer to recognize provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined rather than restating prior periods. The ASU is effective on a prospective basis for interim and annual periods beginning after December 15, 2015. The Company adopted this new standard beginning with fiscal 2016, and it did not have a material impact on the financial statements. In June 2015, the FASB issued ASU 2015-10, "Technical Corrections and Improvements." The ASU is part of an ongoing project on the FASB’s agenda to facilitate updates to the ASC, non-substantive technical corrections, clarifications, and improvements that are not expected to have a significant effect on accounting practice or create a significant administrative cost to most entities. The ASU will apply to all reporting entities within the scope of the affected accounting guidance. The amendments requiring transition guidance are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. All other amendments will be effective upon the issuance of this Update. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position. We do not believe this update will have a material impact on the financial statements. In May 2015, the FASB issued ASU 2015-07, "Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) . " The update amends ASC 820, "Fair Value Measurement." This ASU removes the requirement to categorize within the fair value hierarchy investments without readily determinable fair values in entities that elect to measure fair value using net asset value per share or its equivalent. The ASU requires that these investments continue to be shown in the investment disclosure amount to allow the disclosure to reconcile to the investment amount presented in the balance sheet. This update is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. A reporting entity should apply the amendments retrospectively to all periods presented. The retrospective approach requires that an investment for which fair value is measured using the net asset value per share practical expedient be removed from the fair value hierarchy in all periods presented in an entity’s financial statements. Earlier application is permitted. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position. We do not believe this update will have a material impact on the financial statements. In April 2015, the FASB issued ASU 2015-05, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement." This ASU provides guidance to customers about whether a cloud computing arrangement includes a software license. If an arrangement includes a software license, the accounting for the license will be consistent with licenses of other intangible assets. If the arrangement does not include a license, the arrangement will be accounted for as a service contract. This update is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted for all entities. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position. We do not believe this update will have a material impact on the financial statements. In February 2015, the FASB issued ASU 2015-02 "Amendments to the Consolidation Analysis." This update amends the consolidation requirements in ASC 810, "Consolidation." The amendments change the consolidation analysis required under GAAP. For public business entities, the amendments in the ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption, including adoption in an interim period, is permitted. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position. We do not believe this update will have a material impact on the financial statements. In January 2015, the FASB issued ASU 2015-01, "Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items." This update eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, the ASU does not affect the reporting and disclosure requirements for an event that is unusual in nature or that occurs infrequently. The update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, our fiscal 2017. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company adopted this new standard beginning with fiscal 2016, and it did not have a material impact on the financial statements. In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers" , which provides guidance for revenue recognition. The update’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. Examples of the use of judgments and estimates may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The update also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The update provides for two transition methods to the new guidance: a full retrospective approach and a modified retrospective approach. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers: Deferral of the Effective Date" , as a revision to ASU 2014-09, which revised the effective date to fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted but not prior to periods beginning after December 15, 2016 (i.e. the original adoption date per ASU 2014-09). In March 2016, the FASB issued ASU 2016-08, "Revenue from Contracts with Customers: Principal versus Agent Considerations" , which clarifies certain aspects of the principal-versus-agent guidance, including how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions. The amendments also reframe the indicators to focus on evidence that an entity is acting as a principal rather than as an agent. In April 2016, the FASB issued ASU 2016-10, " Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing" , which clarifies how an entity should evaluate the nature of its promise in granting a license of intellectual property, which will determine whether it recognizes revenue over time or at a point in time. The amendments also clarify when a promised good or service is separately identifiable (i.e., distinct within the context of the contract) and allow entities to disregard items that are immaterial in the context of a contract. In May 2016, the FASB issued ASU 2016-12, "Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients" , which amends the new revenue recognition guidance on transition, collectibility, noncash consideration and the presentation of sales and other similar taxes. The amendments also clarify how an entity should evaluate the collectibility threshold and when an entity can recognize nonrefundable consideration received as revenue if an arrangement does not meet the standard's contract criteria. We are currently evaluating the transition methods and the impact of adoption of these ASUs on our consolidated financial statements. |
Acquisitions
Acquisitions | 12 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS From time to time, the Company enters into strategic acquisitions in an effort to better service existing customers and to attain new customers. The Company completed the following acquisitions for total consideration of approximately $30,440 and $39,787 for the fiscal years ended September 25, 2015 and September 26, 2014 , respectively. The Company did not complete any acquisitions for the fiscal year ended September 30, 2016 . Fiscal 2015 Transactions —On October 20, 2014, Atkore Plastic Pipe Corporation, a wholly-owned indirect subsidiary of the Company, acquired all of the outstanding stock of American Pipe & Plastics, Inc. ("APPI"). The aggregate purchase price was $6,572 . APPI is a manufacturer of PVC conduit and is located in Kirkwood, New York. Additionally, on November 17, 2014 , Atkore Steel Components, Inc., a wholly-owned indirect subsidiary of the Company, acquired most of the assets and assumed certain liabilities of Steel Components, Inc. ("SCI"). The aggregate purchase price was $23,868 . SCI provides steel and malleable iron electrical fittings for steel, flexible and liquidtight conduit, as well as armored cable. SCI is located in Coconut Creek, Florida. The purchase price was allocated to tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values. Fair value measurements were applied based on assumptions that market participants would use in the pricing of the asset or liability. The following table summarizes the Level 3 fair values assigned to the net assets acquired and liabilities assumed as of the acquisition date: (in thousands) APPI SCI Fair value of consideration transferred: Cash consideration $ 6,572 $ 23,837 Fair value of assets acquired and liabilities assumed: Accounts receivable 1,813 4,302 Inventories 1,850 5,500 Intangible assets 480 10,600 Fixed assets 2,907 46 Accounts payable (1,057 ) (690 ) Other (808 ) 155 Net assets acquired 5,185 19,913 Excess purchase price attributed to goodwill acquired $ 1,387 $ 3,924 Both acquisitions strengthened and diversified the Company’s Electrical Raceway reportable segment and its portfolio of products provided to electrical distribution customers. The Company funded both acquisitions using borrowings from AII’s asset-based credit facility ("ABL Credit Facility"). The Company recognized $1,387 and $3,924 of goodwill for APPI and SCI, respectively. See Note 6, ''Goodwill and Intangible Assets'' . Goodwill consists of the excess of the purchase price over the net of the fair value of the acquired assets and assumed liabilities, and represents the estimated economic value attributable to future operations. Goodwill recognized from the APPI acquisition was non-deductible for income tax purposes. Goodwill recognized from the SCI acquisition was tax-deductible and is amortized over 15 years for income tax purposes. The goodwill arising from both acquisitions consists largely of the synergies and economies of scale from integrating these companies with existing businesses. The Company incurred approximately $318 and $610 during the years ended September 25, 2015 and September 26, 2014 , respectively for acquisition-related expenses for both transactions which were recorded as a component of selling, general and administrative expenses. Due to the immaterial nature of the acquisitions, both individually, and in the aggregate, the Company did not include the full year pro-forma results of operations for the acquisition year or previous years. The following table summarizes the fair value of amortizable intangible assets as of the acquisition dates: APPI SCI ($ in thousands) Fair Value Weighted Average Useful Life (Years) Fair Value Weighted Average Useful Life (Years) Amortizable intangible assets: Customer relationships $ 300 10 $ 7,900 8 Other 180 4 2,700 14 Total amortizable intangible assets $ 480 $ 10,600 The SCI purchase agreement contained a provision for contingent consideration requiring the Company to pay the former owners an amount not to exceed $500 upon achieving certain performance targets. The Company recorded $190 in Accrued and other current liabilities as the best estimate of fair value of the contingent consideration on the opening balance sheet. The fair value estimate was considered a Level 3 measurement in accordance with the fair value hierarchy and the range of possible outcomes did not differ materially from the amount recorded. The performance target period of one year expired during fiscal 2015 and the performance conditions were not met. As such, the Company recorded a reversal of the contingent liability as a component of selling, general and administrative expense. Fiscal 2014 Transactions —On October 11, 2013, PPC acquired substantially all of the assets of EP Lenders II, LLC d/b/a Ridgeline. The aggregate purchase price for the assets was $39,787 . The purchase price was funded from borrowings under the ABL Credit Facility. Ridgeline manufactures and sells PVC conduit, fittings, elbows and plumbing products, which complements the Company’s current conduit businesses in the Company’s Electrical Raceway reportable segment. The Company incurred approximately $267 during fiscal 2014 for acquisition-related expenses which were recorded as a component of selling, general and administrative expenses. Due to the immaterial nature of the acquisition, the Company did not included full year pro-forma results of operations for the acquisition year. The following table summarizes the Level 3 fair values assigned to the net assets acquired and liabilities assumed as of the October 11, 2013 acquisition date: (in thousands) Ridgeline Fair value of consideration transferred: Cash consideration $ 39,787 Fair value of assets acquired and liabilities assumed: Accounts receivable 3,445 Inventories 2,510 Intangible assets 15,890 Fixed assets 10,551 Accounts payable (2,218 ) Net assets acquired 30,178 Excess purchase price attributed to goodwill acquired $ 9,609 The acquisition resulted in the recognition of $9,609 of goodwill, which was nondeductible for income tax purposes. The goodwill arising from the acquisition consisted largely of the synergies and economies of scale expected from combining the acquisitions with current businesses. The following table summarizes the fair value of amortizable intangible assets as of the acquisition date: Ridgeline ($ in thousands) Fair Value Weighted Average Useful Life (Years) Amortizable intangible assets: Customer relationships $ 15,600 10 Other 290 2 Total amortizable intangible assets $ 15,890 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Transactions between the Company, CD&R and affiliates of CD&R and Tyco are considered related party. In December 2010, the CD&R Investor acquired a majority stake in the Company (the "CD&R Acquisition"). In connection with the CD&R Acquisition, the Company, AIH and AII entered into a consulting agreement (the "Consulting Agreement") with CD&R. Prior to April 9, 2014, the Company paid a $6,000 annual advisory fee to CD&R and Tyco based on their pro-rata ownership percentages. The fees were paid quarterly, in advance and recorded as a component of selling, general and administrative expenses in the Company’s consolidated statement of operations. As a result of the sale of Tyco's ownership interest on April 9, 2014 , the Company’s consulting fee paid to Tyco was prorated through April 9, 2014. Tyco is no longer considered a related party and is not reported as such for periods after April 9, 2014 . Additionally, CD&R’s annual consulting fee was reduced to $3,500 . In connection with the IPO on June 15, 2016 , the Company entered into an agreement with CD&R to terminate the Consulting Agreement, including the ongoing consulting fees and paid CD&R a fee of $12,800 . The consulting and termination fees were $15,425 , $3,500 and $4,854 for the fiscal years ended September 30, 2016 , September 25, 2015 and September 26, 2014 , respectively. Additionally, affiliates of CD&R owned equity positions in one of the Company’s customers until fiscal 2014 and another of the Company’s customers until fiscal 2015. The following table presents information regarding related party transactions with these customers: Fiscal Year Ended September 26, 2014 (in thousands) Tyco and affiliates CD&R affiliates Net sales $ 5,933 $ 105,681 Cost of sales 4,943 78,019 |
Inventories, Net
Inventories, Net | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | ||
Inventories, Net | 2. INVENTORIES, NET The Company records inventory at the lower of cost (primarily last in, first out, or "LIFO") or market for a majority of the Company. Approximately 82% and 87% of the Company's inventories are valued at the lower of LIFO cost or market at December 30, 2016 and September 30, 2016 , respectively. Interim LIFO determinations, including those at December 30, 2016 , are based on management's estimates of future inventory levels and costs for the remainder of the current fiscal year. As of December 30, 2016 and September 30, 2016 , the excess and obsolete inventory reserve was $8,050 and $8,447 , respectively. | INVENTORIES, NET (in thousands) September 30, 2016 September 25, 2015 Purchased materials and manufactured parts, net $ 47,754 $ 42,562 Work in process, net 17,082 13,360 Finished goods, net 115,062 111,743 LIFO reserve (18,433 ) (5,741 ) Inventories, net $ 161,465 $ 161,924 The Company records inventory at the lower of cost or market (primarily last in, first out, or "LIFO") or market value for a majority of the Company. Approximately 87% and 80% of the Company's inventories are valued at the lower of LIFO cost or market at September 30, 2016 and September 25, 2015 , respectively. As of September 30, 2016 and September 25, 2015 , the excess and obsolete inventory reserve was $8,447 and $10,201 , respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Property, Plant and Equipment | 3. PROPERTY, PLANT AND EQUIPMENT As of December 30, 2016 and September 30, 2016 , property, plant and equipment at cost and accumulated depreciation were as follows: (in thousands) December 30, 2016 September 30, 2016 Land $ 13,294 $ 12,804 Buildings and related improvements 103,322 103,256 Machinery and equipment 244,532 245,011 Leasehold improvements 6,217 6,498 Construction in progress 5,272 6,148 Property, plant and equipment 372,637 373,717 Accumulated depreciation (174,575 ) (171,025 ) Property, plant and equipment, net $ 198,062 $ 202,692 Depreciation expense for the three months ended December 30, 2016 and December 25, 2015 totaled $8,039 and $7,976 , respectively. | PROPERTY, PLANT AND EQUIPMENT As of September 30, 2016 and September 25, 2015 , property, plant and equipment at cost and accumulated depreciation were as follows: (in thousands) September 30, 2016 September 25, 2015 Land $ 12,804 $ 13,294 Buildings and related improvements 103,256 104,315 Machinery and equipment 245,011 231,237 Leasehold improvements 6,498 5,572 Construction in progress 6,148 10,582 Property, plant and equipment 373,717 365,000 Accumulated depreciation (171,025 ) (140,716 ) Property, plant and equipment, net $ 202,692 $ 224,284 Depreciation expense for fiscal years ended September 30, 2016 , September 25, 2015 and September 26, 2014 totaled $32,779 , $37,362 and $37,837 , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill and Intangible Assets | 4. GOODWILL AND INTANGIBLE ASSETS Goodwill - There were no changes in the carrying amount of goodwill during the three months ended December 30, 2016 . Operating Segment (in thousands) Electrical Raceway Mechanical Products & Solutions Total Balance at December 30, 2016 Goodwill $ 80,564 $ 82,189 $ 162,753 Accumulated impairment losses (3,924 ) (43,000 ) (46,924 ) $ 76,640 $ 39,189 $ 115,829 The Company assesses the recoverability of goodwill on an annual basis in accordance with Accounting Standards Codification ("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 is less than the carrying value . During the three months ended December 30, 2016 there were no such events or circumstances in accordance with ASC 350; therefore, the Company did not perform a test to assess the recoverability of goodwill. Intangible assets - The Company also assesses the recoverability of its indefinite-lived trade names on an annual basis or more frequently, if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than the carrying value, in accordance with ASC 350. The Company uses the relief from royalty method, an income approach method, to quantify the fair value of its trade names. The measurement date is the first day of the fourth fiscal quarter, or more frequently, if if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than the carrying value . During the three months ended December 30, 2016 there were no such events or circumstances in accordance with ASC 350; therefore, the Company did not perform a test to assess the recoverability of indefinite-lived intangible assets. The following table provides the gross carrying value, accumulated amortization, and net carrying value for each major class of intangible assets: December 30, 2016 September 30, 2016 ($ in thousands) Weighted Average Useful Life (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Amortizable intangible assets: Customer Relationships 12 $ 249,245 $ (102,668 ) $ 146,577 $ 249,245 $ (97,484 ) $ 151,761 Other 7 16,943 (8,051 ) 8,892 16,943 (7,647 ) 9,296 Total 266,188 (110,719 ) 155,469 266,188 (105,131 ) 161,057 Indefinite-lived intangible assets: Trade names 93,880 — 93,880 93,880 — 93,880 Total $ 360,068 $ (110,719 ) $ 249,349 $ 360,068 $ (105,131 ) $ 254,937 Amortization expense for the three months ended December 30, 2016 and December 25, 2015 was $5,589 and $5,517 , respectively. Expected amortization expense for intangible assets for the remainder of 2017 and over the next five years and thereafter is as follows: Remaining 2017 $ 16,228 2018 21,399 2019 21,235 2020 21,256 2021 20,558 2022 19,746 Thereafter 35,047 Actual amounts of amortization may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets and other events. | GOODWILL AND INTANGIBLE ASSETS Goodwill - C hanges in the carrying amount of goodwill are as follows: Segment (in thousands) Electrical Raceway Mechanical Products & Solutions Total Balance as of September 26, 2014 Goodwill $ 75,253 $ 82,189 $ 157,442 Accumulated impairment losses — (43,000 ) (43,000 ) Total 75,253 39,189 114,442 Goodwill acquired during year 5,311 — 5,311 Impairment losses (3,924 ) — (3,924 ) Total $ 76,640 $ 39,189 $ 115,829 Balance as of September 25, 2015 Goodwill $ 80,564 $ 82,189 $ 162,753 Accumulated impairment losses (3,924 ) (43,000 ) (46,924 ) Total $ 76,640 $ 39,189 $ 115,829 Balance at September 30, 2016 Goodwill $ 80,564 $ 82,189 $ 162,753 Accumulated impairment losses (3,924 ) (43,000 ) (46,924 ) Total $ 76,640 $ 39,189 $ 115,829 The Company assesses the recoverability of goodwill 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 is less than the carrying value . This assessment employs a two-step approach. The first step compares the fair value of a reporting unit with its carrying amount, including goodwill. If a reporting unit’s carrying amount exceeds its fair value, a goodwill impairment may exist. The second part of the test compares the implied fair value of goodwill with its carrying amount. The assumptions used in the goodwill impairment testing process involve various judgments and estimates, and are subject to inherent uncertainties and subjectivity. The analysis estimates numerous factors, including future sales, gross profit, selling, general and administrative expense rates and capital expenditures. These estimates are based on the Company’s business plans and forecasts. These estimated cash flows are then discounted, which necessitates the selection of an appropriate discount rate. The discount rate used reflects the market-based estimates of the risks associated with the projected cash flows of the reporting unit. The Company had no goodwill impairments in the fiscal year ended September 30, 2016 . As of September 30, 2016 , the fair values of the reporting units exceed their respective carrying amount by 10% or more. A 10% decrease in the discounted cash flows utilized in Step 1 for each of the remaining reporting units would not have changed our determination that the fair value of each reporting unit was in excess of its carrying value. During fiscal 2015, the Company’s acquisition of SCI was treated as a separate reporting unit for which all of the goodwill ascribed from the purchase price allocation was assigned. SCI’s fiscal 2015 operating performance was below the Company’s initial projections. Post-acquisition, SCI’s net sales and earnings degraded in part due to a shift in the mix of products sold to a key customer. This customer historically purchased a disproportionate amount of higher margin product for use in a particular geographic end market. During the year, the volume shifted to lower margin product. Additionally, the customer began fulfilling a portion of their demand from a second source. The shift in product mix and volume decline prompted the Company to revisit the long-term projected forecast for this customer and its relative impact on the entire reporting unit. The Company’s revised long-term projections were used in Step 1 of the goodwill impairment analysis. The first step of the goodwill impairment test indicated that the carrying value of the reporting unit, including goodwill, exceeded the fair value of the reporting unit requiring the second step of the test in the fourth quarter. The implied fair value in Step 2 revealed a $3,924 non-cash impairment, which is considered a Level 3 fair value measurement in accordance with the fair value hierarchy. As a result, there is no more goodwill ascribed to this reporting unit. The non-cash impairment charge was recorded as a component of asset impairment charges in the Company’s consolidated statements of operations during fiscal 2015. The Company concluded that the circumstances surrounding this customer constituted a triggering event in accordance with ASC 360, "Property, Plant & Equipment." The Company compared the estimated undiscounted cash flows of the finite-lived customer relationship intangible asset to its carrying value to assess the recoverability. As the undiscounted cash flows related to the customer relationship intangible asset exceeded its carrying value, the Company did not proceed to the second step of the impairment test. In fiscal 2014, the Company recorded a $43,000 non-cash impairment charge related to a reporting unit in our MP&S reportable segment. The resulting implied fair value of goodwill is considered a Level 3 fair value measurement in accordance with the fair value hierarchy. This non-cash goodwill impairment was driven by changes in market conditions, the reporting unit’s actual results in fiscal 2014 that were below amounts estimated in fiscal 2013 and revisions to the reporting unit’s growth projections. Although this market had improved in 2014, the recovery related to steel products was expected to be slower compared to markets that buy copper and PVC products. The non-cash impairment charge was recorded as a component of asset impairment charges in the Company’s consolidated statements of operations . Intangible Assets —The Company also assesses the recoverability of its indefinite-lived trade names on an annual basis or more frequently, if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than the carrying value , in accordance with ASC 350. The Company uses the relief from royalty method, an income approach method, to quantify the fair value of its trade names. The measurement date is the first day of the fourth fiscal quarter, or more frequently, if triggering events occur. In fiscal 2016 and 2015, there were no trade names whose carrying values were in excess of their fair values. In fiscal 2014, two of the Company’s trade names, Razor Ribbon and Columbia MBF, in our MP&S reporting unit had carrying values in excess of their fair values. There is no second step when measuring impairment of indefinite-lived intangible assets. The Company recorded a $939 non-cash impairment charge for the year ended September 26, 2014 related to the Razor Ribbon and Columbia MBF trade names related to our MP&S reporting units, which is considered a Level 3 fair value measurement in accordance with the fair value hierarchy. This impairment was recorded prior to conducting the second step of the goodwill impairment test. The impairment was due to a contraction in the long-term growth projections of products sold under these trade names. The Company also considered potential impairment indicators associated with other finite-lived intangible assets, including its customer relationships, patents, and non-compete agreements. An impairment is recognized if the carrying value of an asset or asset group exceeds the estimated undiscounted future cash flows expected to result from the use of the asset or asset group and its eventual disposition. The Company’s key customers are primarily wholesale and national distributors. The terms of these relationships are based on purchase orders and are not contractually based. Customer relationships are amortized over their useful lives, ranging from 6 to 14 years. The Company evaluates the appropriateness of remaining useful lives based on customer attrition rates. Other intangible assets are amortized over their estimated useful lives, ranging from 2 to 20 years. The Company did not have a triggering event during fiscal 2016 and 2015. The following table provides the gross carrying value, accumulated amortization, and net carrying value for each major class of intangible assets: September 30, 2016 September 25, 2015 ($ in thousands) Weighted Average Useful Life (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Amortizable Intangible Assets: Customer relationships 12 $ 249,245 $ (97,484 ) $ 151,761 $ 249,245 $ (77,112 ) $ 172,133 Other 7 16,943 (7,647 ) 9,296 16,943 (5,781 ) 11,162 Total 266,188 (105,131 ) 161,057 266,188 (82,893 ) 183,295 Indefinite-lived Intangible Assets: Trade names 93,880 — 93,880 93,880 — 93,880 Total $ 360,068 $ (105,131 ) $ 254,937 $ 360,068 $ (82,893 ) $ 277,175 Amortization expense for the fiscal years ended September 30, 2016 , September 25, 2015 and September 26, 2014 was $22,238 , $22,103 and $20,857 , respectively. Expected amortization expense for intangible assets over the next five years and thereafter is as follows: 2017 21,817 2018 21,399 2019 21,235 2020 21,256 2021 20,558 Thereafter 54,792 Actual amounts of amortization may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets, and other events. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Payables and Accruals [Abstract] | ||
Accrued and Other Current Liabilities | 5. ACCRUED AND OTHER CURRENT LIABILITIES As of December 30, 2016 and September 30, 2016 , accrued and other current liabilities were comprised of: (in thousands) December 30, 2016 September 30, 2016 Accrued compensation and employee benefits $ 17,078 $ 34,331 Accrued transportation costs 8,835 12,348 Accrued interest 495 — Deferred gain on sale of investment 9,088 9,088 Product liability 1,550 1,550 Accrued professional services 6,005 7,038 Accrued restructuring 1,089 1,380 Other 22,035 21,376 Accrued and other current liabilities $ 66,175 $ 87,111 | ACCRUED AND OTHER CURRENT LIABILITIES As of September 30, 2016 and September 25, 2015 , accrued and other current liabilities were comprised of: (in thousands) September 30, 2016 September 25, 2015 Accrued compensation and employee benefits $ 34,331 $ 31,146 Accrued transportation costs 12,348 13,627 Accrued interest — 9,890 Deferred gain on sale of investment 9,088 9,121 Product liability 1,550 2,700 Accrued professional services 7,038 6,535 Accrued restructuring 1,380 4,413 Other 21,376 19,840 Accrued and other current liabilities $ 87,111 $ 97,272 |
Debt
Debt | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Debt Disclosure [Abstract] | ||
Debt | 6. DEBT Debt as of December 30, 2016 and September 30, 2016 was as follows: (in thousands) December 30, 2016 September 30, 2016 New First Lien Term Loan Facility due December 22, 2023 $ 498,750 $ — First lien loan due April 9, 2021 — 409,200 Second lien loan due October 9, 2021 — 229,460 Deferred financing costs (5,003 ) (8,347 ) Total debt $ 493,747 $ 630,313 Less: Current portion 4,228 1,267 Long-term debt $ 489,519 $ 629,046 Term Loan Facilities - On April 9, 2014, AII entered into a credit agreement (the " Initial Credit Agreement ") for a $420,000 First Lien Term Loan Facility (the "Existing First Lien Term Loan Facility ") and a credit agreement for a $250,000 Second Lien Term Loan Facility (the " Second Lien Term Loan Facility "). The Existing First Lien Term Loan Facility was priced at 99.5% , carried an interest rate of LIBOR plus 3.5% with a LIBOR floor of 1.00% , and was to mature on April 9, 2021. The Second Lien Term Loan Facility was priced at 99.0% , carried an interest at a rate of LIBOR plus 6.75% with a LIBOR floor of 1.00% , and was to mature on October 9, 2021. On December 22, 2016 , AII entered into an amendment to the Initial Credit Agreement , which amended and restated the Initial Credit Agreement and provided for a new $500,000 first lien term loan facility (the " New First Lien Term Loan Facility "). Loans under the New First Lien Term Loan Facility bear interest at either LIBOR plus an applicable margin equal to 3.0% or an alternate base rate plus an applicable margin equal to 2.0% and are guaranteed by AIH and the U.S. operating companies owned by AII. The New First Lien Term Loan Facility matures on December 22, 2023, amortizes at a rate of 1.0% per annum and was priced at 99.75% . AII used proceeds from the New First Lien Term Loan Facility and approximately $155 million of available cash to (i) repay all outstanding loans under the Existing First Lien Term Loan Facility and the Second Lien Term Loan Facility and (ii) pay related fees and expenses, including accrued interest . For the three months ended December 30, 2016 , the Company recorded a $9,805 loss on the extinguishment of the Existing First Lien Term Loan Facility and the Second Lien Term Loan Facility . The New First Lien Term Loan Facility contains 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, mergers and consolidations. The New First Lien Term Loan Facility also contain customary events of default typical for this type of financing, including, without limitation, failure to pay principal and/or interest when due, failure to observe covenants, certain events of bankruptcy, the rendering of certain judgments, or the loss of any guarantee. As of December 30, 2016 , the approximate fair value of the New First Lien Term Loan Facility was $503,750 . In determining the approximate fair value of its long-term debt, the Company used the trading value among financial institutions for the New First Lien Term Loan Facility , which were classified within Level 2 of the fair value hierarchy. ABL Credit Facility - On December 22, 2016 , AII entered into the Fifth Amendment to Credit Agreement and Third Amendment to and Reaffirmation of Guarantee and Collateral Agreement to amend its asset based credit facility (the " ABL Credit Facility "). The amendment, among other things, extended the maturity of the facility to December 22, 2021 and decreased the interest rate margins applicable to loans under the facility to (i) in the case of U.S. 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 (ii) in the case of Canadian dollar-denominated loans, either (x) the BA 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% . The ABL Credit Facility has aggregate commitments of $325,000 and is guaranteed by AIH and the U.S. operating companies owned by AII. AII's availability under the ABL Credit Facility was $180,953 and $206,917 as of December 30, 2016 and September 30, 2016 , respectively. Availability under the ABL Credit Facility is subject to a borrowing base equal to the sum of 85% of eligible accounts receivable plus the lesser of (i) 80% of eligible inventory of each borrower and guarantor and (ii) 85% of the net orderly liquidation value of eligible inventory, subject to certain limitations. There were no borrowings outstanding under the ABL Credit Facility as of December 30, 2016 and September 30, 2016 , respectively. The ABL Credit Facility contains customary representations and warranties and customary affirmative and negative covenants. Affirmative covenants include, without limitation, the timely delivery of quarterly and annual financial statements, certifications to be made by AIH, AII and each of its restricted subsidiaries, payment of obligations, maintenance of corporate existence and insurance, notices, compliance with environmental laws, and the grant of liens. The negative covenants include, without limitation, the following: limitations on indebtedness, dividends and distributions, investments, prepayments or redemptions of subordinated indebtedness, amendments of subordinated indebtedness, transactions with affiliates, asset sales, mergers, consolidations and sales of all or substantially all assets, liens, negative pledge clauses, changes in fiscal periods, changes in line of business and changes in charter documents. Additionally, if the availability under the ABL Credit Facility falls below certain levels, AII would subsequently be required to maintain a minimum fixed charge coverage ratio. AII was not subject to the minimum fixed charge coverage ratio during any period subsequent to the establishment of the ABL Credit Facility. | DEBT Debt as of September 30, 2016 and September 25, 2015 was as follows: (in thousands) September 30, 2016 September 25, 2015 First lien loan due April 9, 2021 $ 409,200 $ 414,150 Second lien loan due October 9, 2021 229,460 248,036 Deferred financing costs (8,347 ) (11,622 ) Other — 1,644 Total debt $ 630,313 $ 652,208 Less: Current portion 1,267 2,864 Long-term debt $ 629,046 $ 649,344 Term Loan Facilities —On April 9, 2014, AII entered into a credit agreement for a $420,000 First Lien Term Loan Facility (the "First Lien Term Loan Facility") and a credit agreement for a $250,000 Second Lien Term Loan Facility (the "Second Lien Term Loan Facility" and together with the First Lien Term Loan Facility, the "Term Loan Facilities"). The First Lien Term Loan Facility was priced at 99.5% , bears interest at a rate of LIBOR plus 3.5% with a LIBOR floor of 1.00% , and matures on April 9, 2021. The Second Lien Term Loan Facility was priced at 99.0% , bears interest at a rate of LIBOR plus 6.75% with a LIBOR floor of 1.00% , and matures on October 9, 2021. All obligations under the Term Loan Facilities are fully and unconditionally guaranteed by AIH and the U.S. subsidiaries owned directly or indirectly by AII. The Term Loan Facilities 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, mergers and consolidations. The Term Loan Facilities also contain customary events of default typical for this type of financing, including, without limitation, failure to pay principal and/or interest when due, failure to observe covenants, certain events of bankruptcy, the rendering of certain judgments, or the loss of any guarantee. On January 22, 2016 , AII redeemed $17,000 of the Second Lien Term Loan Facility at a redemption price of 89.00% of the par value, and $2,000 at a redemption price of 89.75% of the par value. For the fiscal year ended September 30, 2016 , the Company recorded a gain on the extinguishment of debt of $1,661 . As of September 30, 2016 , the approximate fair value of the First Lien Term Loan Facility was $411,084 and the Second Lien Term Loan Facility was $231,092 . In determining the approximate fair value of its long-term debt, the Company used the trading value among financial institutions for the Term Loan Facilities, which were classified within Level 2 of the fair value hierarchy. ABL Credit Facility —The ABL Credit Facility has aggregate commitments of $325,000 and is guaranteed by AIH and the U.S. subsidiaries owned directly or indirectly by AII. AII’s availability under the ABL Credit Facility was $206,917 and $255,755 as of September 30, 2016 and September 25, 2015 , respectively. Availability under the ABL Credit Facility is subject to a borrowing base equal to the sum of 85% of eligible accounts receivable plus 80% of eligible inventory of each borrower and guarantor, subject to certain limitations. The interest rate on the ABL Credit Facility is LIBOR plus an applicable margin ranging from 1.50% to 2.00% , or an alternate base rate for U.S. Dollar denominated borrowings plus an applicable margin ranging from 0.50% to 1.00% . The ABL Credit Facility matures on October 23, 2018. There were no borrowings outstanding under the ABL Credit Facility as of September 30, 2016 and September 25, 2015 , respectively. The ABL Credit Facility contains customary representations and warranties and customary affirmative and negative covenants. Affirmative covenants include, without limitation, the timely delivery of quarterly and annual financial statements, certifications to be made by AII, payment of obligations, maintenance of corporate existence and insurance, notices, compliance with environmental laws, and the grant of liens. The negative covenants include, without limitation, the following: limitations on indebtedness, dividends and distributions, investments, prepayments or redemptions of subordinated indebtedness, amendments of subordinated indebtedness, transactions with affiliates, asset sales, mergers, consolidations and sales of all or substantially all assets, liens, negative pledge clauses, changes in fiscal periods, changes in line of business and changes in charter documents. Additionally, if the availability under the ABL Credit Facility falls below certain levels, AII would subsequently be required to maintain a minimum fixed charge coverage ratio. AII was not subject to the minimum fixed charge coverage ratio during any period subsequent to the establishment of the ABL Credit Facility. The Company's remaining financial instruments consist primarily of cash and cash equivalents, accounts receivable and accounts payable. |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 7. INCOME TAXES For the three months ended December 30, 2016 and December 25, 2015 , the Company's effective income tax rate attributable to income from operations before income taxes was 24.1% and 34.9% respectively. For the three months ended December 30, 2016 and December 25, 2015 , the Company's income tax expense was $5,507 and $4,598 , respectively. The decrease in the effective tax rate was primarily due to the excess tax benefit associated with the exercise of stock options recognized which is reflected as a reduction in tax expense in the current period. The tax rate was also favorably impacted due to an increased benefit from the domestic manufacturing deduction. The Company has recorded a valuation allowance against 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 it has determined are more likely than not to be realized upon examination. The Company records interest and penalties related to unrecognized tax benefits as a component of provision for income taxes. The Company is fully indemnified by its former parent for uncertain tax positions taken prior to December 22, 2010. For the three months ended December 30, 2016 , the Company made no additional provision for U.S. or non-U.S. income taxes on the undistributed income of subsidiaries or for unrecognized deferred tax liabilities for temporary differences related to basis differences in investments in subsidiaries, as such income is expected to be indefinitely reinvested, the investments are essentially permanent in duration, or the Company has concluded that no additional tax liability will arise as a result of the distribution of such income. | INCOME TAXES Significant components of income (loss) from continuing operations and income tax expense for the fiscal years ended September 30, 2016 , September 25, 2015 and September 26, 2014 consisted of the following: Fiscal Year Ended (in thousands) September 30, 2016 September 25, 2015 September 26, 2014 Components of income (loss) before income taxes: United States $ 78,016 $ (11,739 ) $ (107,722 ) Non-U.S 8,765 3,868 835 Income (loss) before income taxes $ 86,781 $ (7,871 ) $ (106,887 ) Income tax expense (benefit): Current: United States: Federal $ 18,748 $ (2,017 ) $ 195 State 4,655 1,562 1,502 Non-U.S: 2,026 1,189 1,874 Current income tax expense (benefit) $ 25,429 $ 734 $ 3,571 Deferred United States: Federal $ 642 $ (3,721 ) $ (31,690 ) State 1,872 (929 ) (2,925 ) Non-U.S: 42 1,000 (1,895 ) Deferred income tax expense (benefit) 2,556 (3,650 ) (36,510 ) Income tax expense (benefit) $ 27,985 $ (2,916 ) $ (32,939 ) The mix of foreign losses and domestic losses, along with rate reconciling items as outlined below, impacts the effective tax rate for the periods. Differences between the statutory federal income tax rate and effective income tax rate are summarized below: Fiscal Year Ended (in thousands) September 30, 2016 September 25, 2015 September 26, 2014 Statutory federal tax 35 % 35 % 35 % Adjustments to reconcile to the effective income tax rate: State income taxes 5 % 1 % 2 % Nondeductible expenses 2 % (7 )% (1 )% Valuation allowance 1 % (15 )% — % Foreign rate differential (2 )% 3 % — % U.S. tax effects of unremitted foreign earnings — % — % 2 % Nondeductible goodwill impairment — % — % (11 )% Domestic Manufacturing Deduction (3 )% — % — % Finalization of Federal audits — % — % 4 % Prior period adjustments — % (2 )% — % Indemnified uncertain tax benefits (5 )% 22 % — % Other (1 )% — % — % Effective income tax rate 32 % 37 % 31 % The Company’s effective tax rate for fiscal 2016 differs from the statutory rate primarily due to a $4,332 tax benefit from the release of indemnified uncertain tax positions, a $2,805 tax benefit for domestic manufacturing deduction, offset by $4,625 of state income tax expense and $1,685 of non-deductible transaction costs. The Company’s effective tax rate for fiscal 2015 differs from the statutory rate due to a $1,779 tax benefit from the release of indemnified uncertain tax positions offset by nondeductible expenses and additional valuation allowance against deferred tax assets and foreign jurisdictions in which the deferred tax assets are not expected to be realized. The Company’s effective tax rate for fiscal 2014 differs from the statutory rate due to $34,577 of nondeductible goodwill impairment, additional federal net operating losses recognized from the closure of a federal audit for prior periods, and the tax benefit from income of certain foreign subsidiaries deemed indefinitely reinvested. The remaining $8,423 of goodwill impairment is deductible for tax purposes. Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. The components of the net deferred income tax assets are as follows: (in thousands) September 30, 2016 September 25, 2015 Deferred tax assets: Accrued liabilities and reserves $ 50,221 $ 32,494 Tax loss and credit carryforwards 14,138 18,699 Postretirement benefits 14,232 11,481 Inventory 6,526 18,481 Other 1,320 2,425 $ 86,437 $ 83,580 Deferred tax liabilities: Property, plant and equipment $ (12,785 ) $ (8,458 ) Intangible assets (70,037 ) (74,649 ) Loss on investment (5,151 ) (4,248 ) Other (1,695 ) (2,163 ) $ (89,668 ) $ (89,518 ) Net deferred tax liability before valuation allowance (3,231 ) (5,938 ) Valuation allowance (8,658 ) (7,532 ) Net deferred tax liability $ (11,889 ) $ (13,470 ) As of September 30, 2016, the Company has $67,790 of state net operating loss carryforwards which expire beginning in 2017 through 2035. In certain non-U.S. jurisdictions the Company has net operating loss carryforwards of $37,369 which have an expiration period ranging from five years to unlimited. Valuation allowances have been established on net operating losses and other deferred tax assets in Australia, France, Asia Pacific, and other foreign and U.S. state jurisdictions as a result of the Company's determination that there is less than 50% likelihood that these assets will be realized. Evidence for this determination includes three year cumulative loss positions, future reversal of temporary differences, and expectations of future losses. For fiscal 2016, the Company reassessed the need for a valuation allowance against deferred tax assets in the Company’s Asia Pacific business based on recent earnings and utilization of net operating losses. As a result, the Company released its historic valuation allowance related to the $1,360 of deferred taxes of our Asia Pacific business. As of September 30, 2016, the Company had unrecognized tax benefits of $3,803 which, if recognized, would positively benefit the effective tax rate. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. As of September 30, 2016 and September 25, 2015, the Company had accrued interest and penalties of $3,035 and $5,497 , respectively, in the consolidated balance sheets. A reconciliation of the beginning and ending amount of unrecognized tax benefit, excluding interest and penalties, is as follows: (in thousands) For the period from September 27, 2013 to September 30, 2016 Balance as of September 27, 2013 $ 14,164 Additions based on tax positions related to prior years 134 Settlements (4,056 ) Balance as of September 26, 2014 10,242 Additions based on tax positions related to prior years 69 Settlements (2,210 ) Balance as of September 25, 2015 8,101 Additions based on tax positions related to prior years 62 Settlements (4,360 ) Balance as of September 30, 2016 $ 3,803 During fiscal 2016 , the balance of unrecognized tax benefits decreased by $4,360 as a result of Tyco completing tax audits and the expiration of the statute of limitations in various state jurisdictions. The related accrued penalties and interest for uncertain tax positions decreased by $2,458 . During fiscal 2015 , the balance of unrecognized tax benefits decreased by $2,210 as a result of Tyco completing tax audits and the expiration of the statute of limitations in various state jurisdictions. The related accrued penalties and interest for uncertain tax positions decreased by $596 . During fiscal 2014, Tyco recorded a $3,809 unrecognized tax benefit related to prior period adjustments and $150 unrecognized tax benefit related to state tax filing positions. Tyco administers any audits with various taxing jurisdictions for all periods prior to December 22, 2010. These settlements relate to historical uncertain tax positions which are covered by the Investment Agreement between the Company and Tyco as a result of the Transactions. Many of the Company’s uncertain tax positions relate to tax years that remain subject to audit by the taxing authorities. The following tax years remain subject to examination by the major tax jurisdictions as follows: Jurisdiction Years Open to Audit France 2010-2012 U.S. 2010-2015 The Company’s income tax returns are examined periodically by various taxing authorities. The Company’s federal tax return for fiscal 2015 is currently under examination by the Internal Revenue Service, and the Company is currently under examination in various state jurisdictions. Based on the current status of its income tax audits, the Company believes that it is reasonably possible that there would be no material changes to the unrecognized tax benefits in the next twelve months. Should any unrecognized tax benefits be resolved, the Company will seek reimbursement from Tyco under the terms of the Investment Agreement relative to the periods prior to the Transactions. Other Income Tax Matters —During the fiscal years ended September 30, 2016 and September 25, 2015 , the Company made no additional provision for U.S. or non-U.S. income taxes on the undistributed income of subsidiaries or for unrecognized deferred tax liabilities for temporary differences related to basis differences in investments in subsidiaries, as such income is expected to be indefinitely reinvested, the investments are essentially permanent in duration, or the Company has concluded that no additional tax liability will arise as a result of the distribution of such income. During fiscal 2014, the Company recorded a deferred tax benefit of $2,069 related to the reversal of the deferred tax liability established in prior years for U.S. and non-U.S. income taxes on the undistributed income of subsidiaries, which the Company now considers to be indefinitely reinvested. As of September 30, 2016 , certain subsidiaries had approximately $26,749 of undistributed income that the Company intends to permanently reinvest. A liability could arise if the Company’s intention to permanently reinvest such income were to change and amounts are distributed by such subsidiaries or if such subsidiaries are ultimately disposed. It is not practicable to estimate the additional income taxes related to permanently reinvested income or the basis differences related to investments in subsidiaries. The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across its global operations. The Company records tax liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. These tax liabilities are reflected net of related tax loss carry-forwards. The Company adjusts these reserves in light of changing facts and circumstances. However, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the tax liabilities. For uncertain tax liabilities arising in the periods prior to the Transactions that are resolved in a future period, the Company plans to seek repayment from Tyco under the terms of the Investment Agreement. Accordingly, the Company has reflected those liabilities with an offsetting receivable due from Tyco of $5,915 on the consolidated balance sheet as of September 30, 2016 . If the Company’s estimate of uncertain tax liabilities arising in the periods following the Transactions proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities may result in income tax benefits being recognized in the period when the Company determines the liabilities are no longer necessary. Under the terms of the Investment Agreement, Tyco has agreed to indemnify and hold harmless the Company and its subsidiaries and their respective affiliates from and against any taxes of the Company with respect to any tax period ending on or before the closing of the Transactions, as well as all tax liabilities relating to events or transactions occurring on or prior to the closing date of the Transactions. In addition, the Company has agreed to indemnify and hold harmless Tyco and its affiliates from and against any liability for any taxes of the Company with respect to any post-Transactions tax period. |
Postretirement Benefits
Postretirement Benefits | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | ||
Postretirement Benefits | 8. POSTRETIREMENT BENEFITS The Company has a number of non-contributory and contributory defined benefit retirement plans covering certain U.S. employees. Net periodic pension benefit cost is based on periodic actuarial valuations that use the projected unit credit method of calculation and is charged to the statements of operations on a systematic basis over the expected average remaining service lives of current participants. The benefits under the defined benefit plans are based on various factors, such as years of service and compensation. The net periodic benefit cost for the three months ended December 30, 2016 and December 25, 2015 was as follows: Three Months Ended (in thousands) December 30, 2016 December 25, 2015 Service cost $ 512 $ 474 Interest cost 948 1,036 Expected return on plan assets (1,650 ) (1,580 ) Amortization of actuarial loss 326 180 Net periodic benefit cost $ 136 $ 110 The amortization of actuarial loss is included as a component of cost of sales on the Company's condensed consolidated statements of operations. Multi-Employer Plan - The Company has a liability of $6,438 as of December 30, 2016 and $6,507 as of September 30, 2016 representing the Company's proportionate share of a multi-employer pension plan which was exited in a prior year. | POSTRETIREMENT BENEFITS The Company has a number of non-contributory and contributory defined benefit retirement plans covering certain U.S. employees. Net periodic pension benefit cost is based on periodic actuarial valuations that use the projected unit credit method of calculation and is charged to the statements of operations on a systematic basis over the expected average remaining service lives of current participants. Contribution amounts are determined based on local regulations and with the assistance of professionally qualified actuaries in the countries concerned. The benefits under the defined benefit plans are based on various factors, such as years of service and compensation. The net periodic benefit cost for the periods presented was as follows: Fiscal Year Ended (in thousands) September 30, 2016 September 25, 2015 September 26, 2014 Service cost $ 1,894 $ 2,509 $ 2,783 Interest cost 4,143 4,784 4,850 Expected return on plan assets (6,318 ) (6,803 ) (6,265 ) Amortization of actuarial loss 722 88 — Net periodic benefit cost $ 441 $ 578 $ 1,368 Weighted-average assumptions used to determine net periodic pension cost during the period: Discount rate 4.2 % 4.2 % 4.6 % Expected return on plan assets 7.0 % 7.0 % 7.0 % Rate of compensation increase N/a N/a N/a The amounts amortized from accumulated other comprehensive loss is as follows: Fiscal Year Ended (in thousands) September 30, 2016 September 25, 2015 September 26, 2014 Amortization of unrecognized actuarial loss $ 722 $ 88 $ — The estimated net actuarial loss for pension benefit plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year is expected to be approximately $1,303 . The change in the benefit obligations, plan assets and the amounts recognized on the consolidated balance sheets was as follows: Change in benefit obligations: Benefit obligations as of September 26, 2014 $ 116,648 Service cost 2,509 Interest cost 4,784 Actuarial loss 1,542 Benefits and administrative expenses paid (4,283 ) Benefit obligations as of September 25, 2015 121,200 Service cost 1,894 Interest cost 4,143 Actuarial loss 10,542 Benefits and administrative expenses paid (4,627 ) Benefit obligations as of September 30, 2016 $ 133,152 Change in plan assets: Fair value of plan assets as of September 26, 2014 $ 99,820 Actual return on plan assets (3,566 ) Employer contributions 1,103 Benefits and administrative expenses paid (4,283 ) Fair value of plan assets as of September 25, 2015 93,074 Actual return on plan assets 9,122 Employer contributions 411 Benefits and administrative expenses paid (4,627 ) Fair value of plan assets as of September 30, 2016 $ 97,980 Funded status as of September 30, 2016 $ (35,172 ) September 30, 2016 September 25, 2015 Amounts recognized in the consolidated balance sheets consist of: Pension liabilities $ (35,172 ) $ (28,126 ) Net amount recognized $ (35,172 ) $ (28,126 ) Amounts recognized in accumulated other comprehensive loss (before income taxes) consist of: Net actuarial loss $ (28,205 ) $ (21,189 ) Total loss recognized $ (28,205 ) $ (21,189 ) Weighted-average assumptions used to determine pension benefit obligations at year end: Discount rate 3.5 % 4.2 % Rate of compensation increase N/a N/a In determining the expected return on plan assets, the Company considers the relative weighting of plan assets by class, historical performance of asset classes over long-term periods, asset class performance expectations as well as current and future economic conditions. The Company’s investment strategy for its pension plans is to manage the plans on a going-concern basis. Current investment policy is to maximize the return on assets, subject to a prudent level of portfolio risk, for the purpose of enhancing the security of benefits for participants. For the pension plans, this policy targets a 60% allocation to equity securities and a 40% allocation to debt securities. Pension plans have the following weighted-average asset allocations: September 30, 2016 September 25, 2015 Asset Category: Equity securities 52% 59% Debt securities 33% 40% Cash and cash equivalents 15% 1% Total 100% 100% The Company evaluates its defined benefit plans’ asset portfolios for the existence of significant concentrations of risk. Such as investments in a single entity, industry, foreign country and individual fund manager. As of September 30, 2016 , there were no significant concentrations of risk in the Company’s defined benefit plan assets. The Company’s plan assets are accounted for at fair value and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value of assets and their placement within the fair value hierarchy levels. The Company’s asset allocations by level within the fair value hierarchy for the years ended September 30, 2016 and September 25, 2015 , are presented in the table below for the Company’s defined benefit plans. September 30, 2016 September 25, 2015 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Equity securities: U.S. equity securities $ — $ 28,798 $ — $ 28,798 $ 9,635 $ 26,682 $ — $ 36,317 Non-U.S. equity securities — 21,754 — 21,754 — 18,990 — 18,990 Fixed income securities: Government and government agency securities — 7,688 — 7,688 — 17,890 — 17,890 Corporate debt securities — 16,230 — 16,230 — 18,791 — 18,791 Mortgage and other asset-backed securities — 8,454 — 8,454 — 376 — 376 Cash and cash equivalents 15,056 — — 15,056 710 — — 710 Total $ 15,056 $ 82,924 $ — $ 97,980 $ 10,345 $ 82,729 $ — $ 93,074 Equity securities consist primarily of publicly traded U.S. and non-U.S. equities. Publicly traded securities are valued at the last trade or closing price reported in the active market in which the individual securities are traded. Certain equity securities are held within commingled funds, which are valued at the unitized net asset value ("NAV") or percentage of the NAV as determined by the custodian of the fund. These values are based on the fair value of the underlying net assets owned by the fund. Fixed income securities consist primarily of government and agency securities, corporate debt securities, and mortgage and other asset-backed securities. When available, fixed income securities are valued at the closing price reported in the active market in which the individual security is traded. Government and agency securities and corporate debt securities are valued using the most recent bid prices or occasionally the mean of the latest bid and ask prices when markets are less liquid. Asset-backed securities including mortgage-backed securities are valued using broker/dealer quotes when available. When quotes are not available, fair value is determined by utilizing a discounted cash flow approach, which incorporates other observable inputs such as cash flows, underlying security structure and market information including interest rates and bid evaluations of comparable securities. As of September 30, 2016 and September 25, 2015 , the Company did not have any Level 3 pension assets. Certain fixed income securities are held within commingled funds, which are valued utilizing NAV as determined by the custodian of the fund. These values are based on the fair value of the underlying net assets owned by the fund. Cash and cash equivalents consist primarily of short-term commercial paper, and other cash or cash-like instruments including settlement proceeds due from brokers, stated at cost, which approximates fair value. Transfers between levels of the fair value hierarchy (the "hierarchy") are recognized on the actual date of the event or circumstance giving rise to the transfer, which generally coincides with the Company’s valuation process. There were no transfers between levels of hierarchy during the fiscal years ended September 30, 2016 and September 25, 2015 . The strategy of the Company’s investment managers with regard to the investments valued using NAV or its equivalent is to either match or exceed relevant benchmarks associated with the respective asset category. The underlying investment funds are available to be redeemed on a daily basis. None of the investments valued using NAV or its equivalent contain any redemption restrictions or unfunded commitments. The Company’s funding policy is to make contributions in accordance with appropriate laws and customs. The Company contributed $411 and $1,103 to its pension plans for the fiscal years ended September 30, 2016 and September 25, 2015 . The Company anticipates that it will contribute at least the minimum required contribution of $575 to its pension plans in fiscal 2017 . During the year ended September 26, 2014, the Company signed a new collective bargaining agreement with the United Steel Workers Local 9777-18. Effective April 10, 2017, the new agreement freezes the defined benefit pension plan whereby participants will no longer accrue credited service. Benefit payments, which reflect future expected service as appropriate, are expected to be paid in each fiscal year as follows: (in thousands) 2017 $ 4,926 2018 5,338 2019 5,659 2020 6,040 2021 6,358 2022-2026 35,361 Defined Contribution Retirement Plans - The Company also sponsors several defined contribution retirement plans - the 401(k) matching programs. Expense for the defined contribution plans is computed as a percentage of participants' compensation and was $2,817 , $2,741 and $3,162 for the fiscal years ended September 30, 2016 , September 25, 2015 and September 26, 2014 , respectively. Multi-Employer Plan - The Company has a liability of $6,507 as of September 30, 2016 and $6,778 as of September 25, 2015 representing the Company's proportionate share of a multi-employer pension plan which was exited prior to fiscal 2015. |
Common and Preferred Stock
Common and Preferred Stock | 12 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Common and Preferred Stock | COMMON AND PREFERRED STOCK As of September 30, 2016 and September 25, 2015 , the Company had 1,000,000 shares of common stock authorized and 62,458 and 62,453 shares issued and outstanding, respectively. Common Stock - Holders of Common Stock are entitled to cast one vote for each share held of record on all matters submitted to a vote of the stockholders. Additionally, holders of Common Stock are entitled to receive, on a pro rata basis, dividends and distributions, if any, that the Company’s board of directors may declare out of legally available funds, subject to preferences that may be applicable to preferred stock, if any. Preferred Stock - On December 22, 2010, CD&R acquired shares of a newly created class of Preferred Stock. The Preferred Stock initially represented 51% of the Company’s outstanding capital stock (on an as-converted basis). The Preferred Stock is entitled to a 12% fixed, cumulative dividend paid quarterly if and when declared by the board of directors in cash or shares of Preferred Stock at the Company’s option. The Company paid all dividends on Preferred Stock in additional shares of Preferred Stock ("Preferred Dividends") and dividends on an as-converted basis when declared on Common Stock ("Participating Dividends"). On April 9, 2014, the Preferred Stock and accumulated Preferred Dividends converted into Common Stock. As of the conversion date, the Company had issued 452,630 shares of Preferred Stock, which included $146,630 of Participating Dividends to CD&R. The Preferred Dividends had a liquidation preference of $1 per share of Preferred Stock, equal to the issuance price. |
Earnings Per Share
Earnings Per Share | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||
Earnings Per Share | 9. EARNINGS PER SHARE Basic earnings per common share is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period, adjusted to include the number of shares of common stock that would have been outstanding had potentially dilutive shares of common stock been issued. The dilutive effect of stock options, performance stock units and restricted stock units are reflected in diluted net income per share by applying the treasury stock method. There are no other potentially dilutive instruments outstanding. For the three months ended December 25, 2015 , as the Company settled all employee stock options in cash, the potential issuance of shares of common stock related to these options did not affect diluted shares. Holders of certain stock-based compensation awards are eligible to receive dividends. Net earnings allocated to participating securities were not significant for the three months ended December 30, 2016 and December 25, 2015. Three Months Ended (in thousands, except per share data) December 30, 2016 December 25, 2015 Basic: Net income $ 17,382 $ 8,572 Weighted-average shares outstanding 62,642 62,466 Basic earnings per share $ 0.28 $ 0.14 Diluted: Net income 17,382 8,572 Weighted-average shares outstanding 62,642 62,466 Effect of dilutive securities: Stock options (1) 3,278 — Weighted-average shares outstanding - Diluted 65,920 62,466 Diluted earnings per share $ 0.26 $ 0.14 (1) Stock option to purchase approximately 3.3 million stock options were outstanding during the three months ended December 30, 2016, but were not included in the calculation of diluted earnings per share as the impact of these options would have been anti-dilutive. | EARNINGS PER SHARE As described in Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies'' , the Company issued Common Stock and Preferred Stock on December 22, 2010. The Preferred Stock was entitled to Preferred Dividends and Participating Dividends. Each fiscal quarter, beginning with the quarter ended December 23, 2012, the Company declared and issued the Preferred Dividend in kind. On April 9, 2014, CD&R converted all of its Preferred Stock to Common Stock. Basic earnings (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For the year ended September 26, 2014 when the Preferred Stock was outstanding, the Company computed earnings (loss) per share using the two-class method, which is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. The Company's Preferred Stock had rights to Participating Dividends, requiring the Company to use the two-class method. However, as holders of Preferred Stock were not required to fund losses, no allocation of the loss available to common stockholders was made. For subsequent years, the Company is no longer required to use the two-class method as its capital structure contains Common Stock only. Diluted earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common stock outstanding during the period, adjusted to include the number of shares of common stock that would have been outstanding had potentially dilutive shares of common been issued. The dilutive effect of stock options and restricted stock units are reflected in diluted net income (loss) per share by applying the treasury stock method for the year ended September 30, 2016 . There are no other potentially dilutive instruments outstanding. For the years ended September 25, 2015 and September 26, 2014 , as the Company settled all employee stock options in cash, the potential issuance of shares of common stock related to these options did not affect diluted shares. Fiscal Year Ended (in thousands, except per share data) September 30, 2016 September 25, 2015 September 26, 2014 Basic and Diluted Earnings (Loss) per Share Numerator: Net income (loss) $ 58,796 $ (4,955 ) $ (73,948 ) Convertible preferred stock and dividends — — 29,055 Net income (loss) attributable to common stockholders $ 58,796 $ (4,955 ) $ (103,003 ) Basic and Diluted Earnings (Loss) per Share Denominator: Weighted-average shares outstanding - Basic 62,486 62,527 50,998 Weighted-average shares outstanding - Diluted 62,820 62,527 50,998 Earnings (loss) Per Share Available to Common Stockholders Basic $ 0.94 $ (0.08 ) $ (2.02 ) Diluted $ 0.94 $ (0.08 ) $ (2.02 ) |
Stock Incentive Plan
Stock Incentive Plan | 12 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plan | STOCK INCENTIVE PLAN On June 10, 2016, the Company's Board of Directors adopted the Atkore International Group Inc. 2016 Omnibus Incentive Plan ("Omnibus Incentive Plan") and terminated the Atkore International Group Inc. Stock Incentive Plan (the "Stock Incentive Plan") to future grants. The Stock Incentive Plan had been designed for stock purchases and grants of other equity awards, including non-qualified stock options, restricted stock and restricted stock units ("RSUs"), to officers and key employees. Awards previously granted under the Stock Incentive Plan were unaffected by the termination. The Omnibus Incentive Plan provides for stock purchases and grants of other equity awards, including non-qualified stock options, stock purchase rights, restricted stock, restricted stock units, performance shares, performance units, stock appreciation rights ("SARs"), dividend equivalents and other stock-based awards to directors, offices, other employees and consultants. A maximum of 3.8 million shares of common stock is reserved for issuance under the Omnibus Incentive Plan. Stock options granted under the Omnibus Incentive Plan vest ratably over three years. Stock options granted under the Stock Incentive Plan vested ratably over five years. All options and rights have a ten year life. During the fiscal year ended September 26, 2014, the Company’s Board of Directors modified the Stock Incentive Plan. The modification provided the Company discretion to net settle stock option awards in cash and triggered a change from equity accounting to liability accounting for all remaining outstanding options. The Company utilized equity valuations based on comparable publicly-traded companies, discounted free cash flows, an analysis of the Company's enterprise value and any other factors deemed relevant in estimating the fair value of the common stock. The fair values of outstanding options were remeasured each reporting period using the Black-Scholes model. On June 9, 2016 , the Company’s Registration Statement on Form S-1 relating to an IPO of our common stock was declared effective by the SEC and on June 15, 2016, we completed the IPO at a price to the public of $16.00 per share. On July 27, 2016 , the Company's Board of Directors modified the Omnibus Incentive Plan and terminated the net settlement feature, requiring the stock option holders to exercise in an open market. The modification triggered a change from liability accounting to equity accounting for all remaining outstanding stock options and the Company reclassified $43,870 from non-current liabilities to additional-paid-in-capital. There were 63 employees affected by this modification. The Company marked the options to their fair value as of July 27, 2016 using the Black-scholes option pricing model resulting in $2.4 million of additional expense for vested options. In accordance with ASC Topic 718 "Compensation - Stock Compensation", stock compensation expense is recorded on a straight-line basis over the remaining vesting period based on the grant-date fair value of the option, determined using the Black-Scholes option pricing valuation model. The assumptions used in the Black-Scholes option pricing model to value the options granted and modified were as follows: Fiscal Year Ended September 30, 2016 September 25, 2015 September 26, 2014 Expected dividend yield — % — % — % Expected volatility 40 % 35 % 55 % Range of risk-free interest rates 0.74% - 1.27% 0.85% - 1.74% 1.23% - 2.09% Range of expected option lives 2.09 - 6.37 years 2.51 - 6.35 years 3.42 - 6.34 years Dividends are not paid on common stock. Expected volatility is based on historical volatilities of comparable companies. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant for periods corresponding with the expected life of the options. The expected life of options represents the weighted-average period of time that options granted are expected to be outstanding, giving consideration to vesting schedules and expected exercise patterns. Stock option activity for the period September 27, 2013 to September 30, 2016 was as follows: (share amounts in thousands) Shares Weighted-Average Exercise Price Aggregate Intrinsic Value Weighted-Average Remaining Contractual Term (in years) Outstanding as of September 27, 2013 6,462 $ 7.30 7.9 Granted 1,828 8.57 9.6 Exercised (77 ) 7.30 $ (140 ) — Forfeited (540 ) 7.30 — Outstanding as of September 26, 2014 7,673 7.59 8.3 Granted 290 9.04 9.5 Exercised (500 ) 7.30 $ (914 ) — Forfeited (717 ) 7.30 — Outstanding as of September 25, 2015 6,746 7.70 7.4 Granted 72 15.79 9.7 Exercised (18 ) 7.95 $ (43 ) — Forfeited (136 ) 8.84 — Outstanding as of September 30, 2016 6,664 7.77 $ 73,095 6.3 Vested as of September 30, 2016 4,260 7.53 $ 47,777 5.8 Shares expected to vest as of September 30, 2016 2,404 There were 6.7 million and 6.7 million options issued and outstanding under the Omnibus Incentive Plan and the Stock Incentive Plan as of September 30, 2016 and September 25, 2015 , respectively. Compensation expense related to stock-based compensation plans was $21,127 , $13,523 and $8,398 for the fiscal years ended September 30, 2016 , September 25, 2015 and September 26, 2014 , respectively. Compensation expense is included in selling, general and administrative expenses. The number of options exercised during the fiscal year ended September 30, 2016 , September 25, 2015 and September 26, 2014 were 18 , 500 and 77 , respectively. The amount of cash the Company paid to settle the options exercised during the fiscal year ended September 30, 2016 , September 25, 2015 and September 26, 2014 was $43 , $914 and $140 , respectively. As of September 30, 2016 , there was $17,161 of total unrecognized compensation expense related to non-vested options granted. The compensation expense is expected to be recognized over a weighted-average period of approximately 2.1 years. In April 2015, the Company issued 11 RSUs to certain non-employee members of its Board of Directors. The RSUs had a grant-date fair value of $9.12 upon issuance and were fully vested on the grant date. In December 2015, the Company issued 23 RSUs to the new non-employee member of its Board of Directors. The RSUs had a grant-date fair value of $13.14 upon issuance and were fully vested on the grant date. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | 10. FAIR VALUE MEASUREMENTS Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company's assets and liabilities to be adjusted to fair value on a recurring basis are cash equivalents. The Company's remaining financial instruments consist primarily of cash, accounts receivable and accounts payable whose carrying value approximate their fair value due to their short-term nature. The Company separately discloses the fair value of any debt-related obligations within Note 6, ''Debt'' . The following table presents the assets and liabilities measured at fair value on a recurring basis as of December 30, 2016 and September 30, 2016 in accordance with the fair value hierarchy: December 30, 2016 September 30, 2016 (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash equivalents $ 56,996 $ — $ — $ 167,006 $ — $ — | FAIR VALUE MEASUREMENTS Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company’s assets and liabilities to be adjusted to fair value on a recurring basis are cash equivalents and assets held for sale. In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a nonrecurring basis. The Company recognized impairment of certain property, plant and equipment and goodwill during the year ended September 25, 2015 , requiring these assets to be recorded at their fair value. Various techniques and methods were used to value the Level 2 and Level 3 assets and liabilities. The Company separately discloses the fair value of any debt-related obligations within Note 8, ''Debt'' . The Company valued certain property, plant and equipment and assets held for sale based upon the estimated sales price less costs to dispose as of September 30, 2016 and September 25, 2015 . Selling price is estimated based on market transactions for similar assets. The significant unobservable input used in the fair value measurement of certain property, plant and equipment and assets held for sale is the estimated selling price. Changes in the estimated selling price would not have a significant impact on the estimated fair value. As of September 25, 2015 , our SCI goodwill was valued using a combination of three valuation approaches: (a) an income approach using a discounted cash flow analysis; (b) a market approach using a comparable company analysis; (c) a market approach using a transaction analysis. The implied fair value in Step 2 was $0 , resulting in a $3,924 non-cash impairment. See Note 6, ''Goodwill and Intangible Assets'' . The following table presents the assets and liabilities measured at fair value on a recurring basis as of September 30, 2016 and September 25, 2015 in accordance with the fair value hierarchy: September 30, 2016 September 25, 2015 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash equivalents $ 167,006 $ — $ — $ 54,032 $ — $ — The following table presents the assets and liabilities measured at fair value on a non-recurring basis as of September 30, 2016 or September 25, 2015 in accordance with the fair value hierarchy: September 30, 2016 September 25, 2015 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Property, plant and equipment $ — $ — $ — $ — $ — $ 5,500 Assets held for sale — — 6,680 — — 3,313 Goodwill — — — — — — |
Restructuring Charges and Asset
Restructuring Charges and Asset Impairments | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring Charges and Asset Impairments | 11. RESTRUCTURING CHARGES The liability for restructuring reserves as of December 30, 2016 is included within accrued and other current liabilities in the Company's condensed consolidated balance sheets as follows: Electrical Raceway Mechanical Products & Solutions (in thousands) Severance Severance Other Total Balance as of September 30, 2016 $ — $ 841 $ 539 $ 1,380 Charges 61 240 88 389 Utilization (19 ) (28 ) (579 ) (626 ) Reversals/exchange rate effects — (54 ) — (54 ) Balance as of December 30, 2016 $ 42 $ 999 $ 48 $ 1,089 During the three months ended December 30, 2016 and December 25, 2015 , the Company recorded $389 and $1,294 , respectively of severance and other charges included as a component of selling, general and administrative expenses in the Company's condensed consolidated statement of operations. | RESTRUCTURING CHARGES AND ASSET IMPAIRMENTS Severance — On August 6, 2015, the Company announced plans to exit its Fence and Sprinkler steel pipe and tube product lines ("Fence and Sprinkler") in order to realign its long-term strategic focus. The operations associated with these product lines were wound down during the first quarter of fiscal 2016. As a result, one of the Company’s facilities that manufactures these product lines, located in Philadelphia, Pennsylvania, closed during the first quarter of 2016. The Company’s Phoenix, AZ facility, which also supported these product lines, reduced manufacturing output as a result of this announcement. Management of and administrative services for these product lines resided in the Company’s Harvey, IL facility. The Fence and Sprinkler exit resulted in headcount reductions in the Company’s Philadelphia, Phoenix and Harvey facilities. The Company recorded $ 630 and $ 3,681 of severance-related expenses for the fiscal year ended September 30, 2016 and September 25, 2015 related to the headcount reductions. During fiscal 2014, the Company recorded involuntary employee termination benefits pursuant to a benefit arrangement. The Company recorded $ 999 of severance-related expense for the year ended September 26, 2014 . During fiscal 2013, the Company committed to close the Company’s Acroba S.A.S. ("Acroba") subsidiary’s facility in Reux, France as part of the Company’s continuing effort to realign its strategic focus. The Company recorded restructuring charges of $ 778 and $ 1,301 related to termination benefits during the fiscal years ended September 30, 2016 and September 26, 2014 , respectively. The remaining severance payments of $841 are expected to be completed during fiscal 2017 and are included as a component of accrued expenses. Other — During fiscal 2016, the Company recorded $2,066 of facility-related and other charges related to the closure of the Philadelphia, Pennsylvania facility. The Company also recorded impairment charges of $ 129 for the write-down of prepaid shop supplies during the fiscal year ended September 30, 2016 related to Fence and Sprinkler. During the fiscal year ended September 25, 2015 , the Company recorded $ 19,495 of asset impairment charges related to property, plant and equipment and $ 4,518 for the write-down of prepaid shop supplies as a component of asset impairment charges and $ 664 of inventory write-down recorded as a component of cost of sales. The charges represent adjustments of the carrying values to current fair values. The Company recorded an impairment charge of $ 553 for the year ended September 26, 2014 related to the closing of its facility in Reux, France. The facility was sold during fiscal 2015 at carrying value. The rollforward of restructuring reserves included as a component of accrued expenses is as follows: Electrical Raceway Mechanical Products & Solutions Corporate (in thousands) Severance Other Severance Other Severance Other Total Balance as of September 27, 2013 $ — $ — $ 1,971 $ — $ — $ — $ 1,971 Charges — — 1,301 — 999 — 2,300 Utilization — — (2,236 ) — (406 ) — (2,642 ) Reversals / exchange rate effects — — (37 ) — — (37 ) Balance as of September 26, 2014 $ — $ — $ 999 $ — $ 593 $ — $ 1,592 Charges — 200 3,680 846 1 62 4,789 Utilization — (200 ) (907 ) (102 ) (577 ) — (1,786 ) Reversals / exchange rate effects — — (55 ) (124 ) (2 ) (1 ) (182 ) Balance as of September 25, 2015 $ — $ — $ 3,717 $ 620 $ 15 $ 61 $ 4,413 Charges 28 — 1,468 2,583 — 199 4,278 Utilization (28 ) — (4,157 ) (2,542 ) (11 ) (260 ) (6,998 ) Reversals / exchange rate effects — — (187 ) (122 ) (4 ) — (313 ) Balance as of September 30, 2016 $ — $ — $ 841 $ 539 $ — $ — $ 1,380 The net restructuring charges included in selling, general and administrative expense were as follows: Fiscal Year Ended (in thousands) September 30, 2016 September 25, 2015 September 26, 2014 Total restructuring charges, net 3,967 4,766 2,263 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 12. COMMITMENTS AND CONTINGENCIES The Company has obligations related to commitments to purchase certain goods. As of December 30, 2016 , such obligations were $153,813 for the rest of fiscal year 2017 , $1,823 for fiscal year 2018 and $1,193 thereafter. These amounts represent open purchase orders for materials used in production. Legal Contingencies - The Company is a defendant in 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 anti-microbial coated steel sprinkler pipe ("ABF"), which the Company has not manufactured or sold for several years, is incompatible with chlorinated polyvinyl chloride ("CPVC") and caused stress cracking in such pipe manufactured by third parties when installed together in the same sprinkler system, which we refer 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 product liability reserves related to Special Products Claims matters were $3,424 and $3,273 as of December 30, 2016 and September 30, 2016 , respectively. The Company separately reserves for other product liability matters that do not involve Special Products Claims . The Company's other product liability reserves were $1,794 and $1,678 as of December 30, 2016 and September 30, 2016 , respectively. As of December 30, 2016 , the Company believes that the range of probable losses for Special Products Claims and other product liabilities is between $3,000 and $10,000 . At this time, the Company does not expect the outcome of the Special Products Claims proceedings, or any other proceeding, either individually or in the aggregate, to have a material adverse effect on its business, financial condition, results of operations or cash flows , and the Company believes that its reserves are adequate for all claims, including for Special Products Claims contingencies. However, it is possible that additional reserves could be required in the future that could have a material adverse effect on the Company's business, financial condition, results of operations or cash flows . This additional loss or range of losses cannot be recorded at this time, as it is not reasonably estimable. 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 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 also has legal liabilities related to non-product liability matters totaling $1,399 as of December 30, 2016 . | COMMITMENTS AND CONTINGENCIES The Company has obligations related to commitments to purchase certain goods. As of September 30, 2016 , such obligations were $72,751 for fiscal 2017 , $1,685 for fiscal 2018 and $1,175 thereafter. These amounts represent open purchase orders for materials used in production. The Company leases certain facilities and equipment under operating leases. Total rental expense on all operating leases was $11,934 , $11,721 and $12,659 in fiscal 2016 , 2015 , and 2014 , respectively. At September 30, 2016 , minimum future operating lease payments in excess of one year are presented in the table below as follows: Minimum future operating lease payments: 2017 $ 8,659 2018 10,002 2019 6,873 2020 6,306 2021 5,368 2022 and thereafter 14,097 Total $ 51,305 Legal Contingencies -The Company is a defendant in 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 anti-microbial coated steel sprinkler pipe ("ABF"), which the Company has not manufactured or sold for several years, is incompatible with chlorinated polyvinyl chloride ("CPVC") and caused stress cracking in such pipe manufactured by third parties when installed together in the same sprinkler system, which we refer 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 product liability reserve related to Special Products Claims matters were $3,273 and $2,783 as of September 30, 2016 and September 25, 2015 , respectively. The Company separately reserves for other product liability matters that do not involve Special Products Claims . The Company’s other product liability reserves were $1,678 and $2,666 as of September 30, 2016 and September 25, 2015 , respectively. The Company believes that the range of probable losses for Special Products Claims and other product liabilities is between $3,000 and $10,000 . On November 16, 2015, the Company was served with a Special Products Claim, Wind Condominium Association, Inc., et al. v. Allied Tube & Conduit Corporation, et al. (the "Wind Condominium Action"), a putative class action claim filed in the Southern District of Florida which defined a "National Class" and a "Florida Subclass" consisting of all condominium associations and building owners who had ABF and/or ABF II installed in combination with CPVC from January 1, 2003 through December 31, 2010 nationwide and in Florida, respectively. The plaintiffs sought to recover monetary damages for the replacement and repair of fire suppression systems and any damaged real property or personal property, as well as consequential and incidental damages. The Wind Condominium Action was dismissed voluntarily by plaintiffs on August 3, 2016. The named plaintiffs in the Wind Condominium Action are pursuing their claims individually or in state court. At this time, the Company does not expect the outcome of the Special Products Claims proceedings, or any other proceeding, either individually or in the aggregate, to have a material adverse effect on its business, financial condition, results of operations or cash flows, and the Company believes that its reserves are adequate for all claims, including for Special Products Claims contingencies. However, it is possible that additional reserves could be required in the future that could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. This additional loss or range of losses cannot be recorded at this time, as it is not reasonably estimable. 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 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 also has legal liabilities related to non-product liability matters totaling $1,778 as of September 30, 2016 . |
Guarantees
Guarantees | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Guarantees [Abstract] | ||
Guarantees | 13. GUARANTEES The Company has outstanding letters of credit totaling $7,310 supporting workers' compensation and general liability insurance policies, and $1,500 supporting foreign lines of credit as of December 30, 2016 . The Company also has outstanding letters of credit totaling $9,121 as collateral for four advance payments it has received pursuant to the sale of its minority ownership share in Abahsain-Cope Saudi Arabia Ltd. Pursuant to this matter, the Company received all four payments as of September 25, 2015. The bank guarantees will be canceled when the transfer of ownership is complete. As of December 30, 2016 , the risk and title transfer was not complete. The Company also has surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $27,642 as of December 30, 2016 . In disposing of assets or businesses, the Company often provides representations, warranties and indemnities to cover various risks including unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. The Company does not have the ability to estimate the potential liability from such indemnities because they relate to unknown conditions. However, the Company has no reason to believe that these uncertainties would have a material adverse effect on the Company's business, financial condition, results of operations or cash flows . In the normal course of business, the Company is liable for product performance and contract completion. In the opinion of management, such obligations will not have a material adverse effect on the Company's business, financial condition, results of operations or cash flows . | GUARANTEES The Company has outstanding letters of credit totaling $7,310 supporting workers’ compensation and general liability insurance policies, and $1,500 supporting foreign lines of credit. The Company also has outstanding letters of credit totaling $9,121 as collateral for four advance payments it has received pursuant to the sale of its minority ownership share in Abahsain-Cope Saudi Arabia Ltd. Pursuant to this matter, the Company received all four payments as of September 25, 2015. The bank guarantees will be canceled when the transfer of ownership is complete. As of September 30, 2016 , the risk and title transfer was not complete. The Company also has surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $23,451 as of September 30, 2016 . In disposing of assets or businesses, the Company often provides representations, warranties and indemnities to cover various risks including unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. The Company does not have the ability to estimate the potential liability from such indemnities because they relate to unknown conditions. However, the Company has no reason to believe that these uncertainties would have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. In the normal course of business, the Company is liable for product performance and contract completion. In the opinion of management, such obligations will not have a material adverse effect the Company’s business, financial condition, results of operations or cash flows. |
Assets Held for Sale
Assets Held for Sale | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Assets Held for Sale | 14. ASSETS HELD FOR SALE (in thousands) December 30, 2016 September 30, 2016 Assets held for sale $ 3,313 $ 6,680 During the first quarter of fiscal 2017, the Company sold a parcel of land and a building related to the exit of a manufacturing facility in Philadelphia, PA at a loss of $329 . The assets were previously classified as held for sale and had a carrying value of $3,367 . In a prior fiscal year, the Company entered into a share purchase agreement pursuant to which the Company would sell its minority ownership share in Abahsain-Cope Saudi Arabia Ltd. for cash consideration of approximately $10,000 . The total carrying value of the investment is $3,313 . The Company will recognize the gain on the sale when transfer of ownership is completed. | ASSETS HELD FOR SALE (in thousands) September 30, 2016 September 25, 2015 Assets held for sale $ 6,680 $ 3,313 During fiscal 2015, the Company exited a manufacturing facility located in Philadelphia, PA. The property, plant and equipment were written-down to fair value during the fiscal year ended September 25, 2015 . During fiscal 2016, the Company actively marketed the land, building and machinery and equipment. The assets met all of the held for sale criteria in accordance with ASC 360 - Property, Plant and Equipment during fiscal 2016. Consequently, the Company classified $ 3,500 of land and building and $ 1,660 of machinery and equipment as assets held for sale on the Company's consolidated balance sheets. The Company subsequently sold all of the machinery and equipment at a loss of $ 10 . In a separate transaction, the Company sold a parcel of the vacant land with a carrying value of $ 133 at a gain of $ 616 . The remaining land and building are still classified as held for sale as of September 30, 2016 with a carrying value of $ 3,367 . In a prior fiscal year, the Company entered into a share purchase agreement pursuant to which the Company would sell its minority ownership share in Abahsain-Cope Saudi Arabia Ltd. for cash consideration of approximately $10,000 , which was paid into an escrow account in May 2012. All amounts paid into the escrow account have been distributed and the account has been closed. The total carrying value of the investment is $3,313 . The Company will recognize the gain on the sale when transfer of ownership is completed. |
Segment Information
Segment Information | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Segment Reporting [Abstract] | ||
Segment Information | 15. SEGMENT INFORMATION The Company has two operating segments, which are also its reportable segments. The Company's operating segments are organized based upon primary market channels and, in most instances, the end use of products. Through its Electrical Raceway segment, the Company manufactures products that deploy, isolate and protect a structure's electrical circuitry from the original power source to the final outlet. These products, which include electrical conduit, armored cable, cable trays, mounting systems and fittings, are critical components of the electrical infrastructure for new construction and maintenance, repair and remodel ("MR&R") markets. The vast majority of the Company's Electrical Raceway net sales are made to electrical distributors, who then serve electrical contractors and the Company considers both to be customers. Through the MP&S segment, the Company provides products and services that frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications. The Company's principal products in this segment are metal framing products and in-line galvanized mechanical tube. Through its metal framing business, the Company designs, manufactures and installs metal strut and fittings used to assemble mounting structures that support heavy equipment and electrical content in buildings and other structures. Both segments use Adjusted EBITDA as the primary measure of profit and loss. Segment Adjusted EBITDA is the sum of income before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, loss on extinguishment of debt, interest expense (net), restructuring and impairments, stock-based compensation, legal settlements, consulting fees, transaction costs and other items, such as lower of cost or market inventory adjustments and the impact from the Fence and Sprinkler exit. Prior to fiscal 2017, income before income taxes was also adjusted to exclude net periodic pension benefit cost and ABF product liability. Beginning in fiscal 2017, these costs are no longer excluded due to the relevant insignificance and nature of these amounts. Prior fiscal years have not been restated for this change. Intersegment transactions primarily consist of product sales at designated transfer prices on an arms-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 due to the shared nature of activities. Recorded amounts represent a proportional amount of the quantity of product produced for each segment. Three months ended December 30, 2016 December 25, 2015 (in thousands) External Net Sales Intersegment Sales Adjusted EBITDA External Net Sales Intersegment Sales Adjusted EBITDA Electrical Raceway $ 222,442 $ 521 $ 40,318 $ 223,304 $ 301 $ 34,433 Mechanical Products & Solutions 115,149 29 $ 17,577 135,071 31 $ 19,377 Eliminations — (550 ) — (332 ) Consolidated operations $ 337,591 $ — $ 358,375 $ — Presented below is a reconciliation of operating segment Adjusted EBITDA to Income before income taxes : Three Months Ended (in thousands) December 30, 2016 December 25, 2015 Operating segment Adjusted EBITDA Electrical Raceway $ 40,318 $ 34,433 Mechanical Products & Solutions 17,577 19,377 Total 57,895 53,810 Unallocated expenses (a) (8,004 ) (5,757 ) Interest expense, net (9,830 ) (9,881 ) Depreciation and amortization (13,628 ) (13,493 ) Loss on extinguishment of debt (9,805 ) — Restructuring & impairments (389 ) (1,294 ) Net periodic pension benefit cost — (110 ) Stock-based compensation (2,720 ) (2,045 ) ABF product liability impact — (212 ) Consulting fee — (875 ) Transaction costs (1,560 ) (655 ) Other 10,930 (5,507 ) Impact of Fence and Sprinkler exit — (811 ) Income before income taxes $ 22,889 $ 13,170 (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. | SEGMENT INFORMATION The Company has two operating segments, which are also its reportable segments. The Company’s operating segments are organized based upon primary market channels and, in most instances, the end use of products. Through its Electrical Raceway segment, the Company manufactures products that deploy, isolate and protect a structure’s electrical circuitry from the original power source to the final outlet. These products, which include electrical conduit, armored cable, cable trays, mounting systems and fittings, are critical components of the electrical infrastructure for new construction and maintenance, repair and remodel ("MR&R") markets. The vast majority of the Company’s Electrical Raceway net sales are made to electrical distributors, who then serve electrical contractors and the Company considers both to be customers. Through the MP&S segment, the Company provides products and services that frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications. The Company’s principal products in this segment are metal framing products and in-line galvanized mechanical tube. Through its metal framing business, the Company designs, manufactures and installs metal strut and fittings used to assemble mounting structures that support heavy equipment and electrical content in buildings and other structures. Both segments use Adjusted EBITDA as the primary measure of profit and loss. Segment Adjusted EBITDA is the sum of income (loss) from operations before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, gain on extinguishment of debt, interest expense, net, restructuring and impairments, net periodic pension benefit cost, stock-based compensation, legal settlements, ABF product liability impact, consulting fees, transaction costs and other items, such as lower of cost or market inventory adjustments, release of indemnified uncertain tax positions and the impact of foreign exchange gains or losses related to our divestiture in Brazil and the impact from the Fence and Sprinkler exit. Intersegment transactions primarily consist of product sales at designated transfer prices on an arms-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 due to the shared nature of activities. Recorded amounts represent a proportional amount of the quantity of product produced for each segment. Fiscal year ended September 30, 2016 September 25, 2015 September 26, 2014 (in thousands) External Net Sales Inter- segment Sales Adjusted EBITDA External Net Sales Inter- segment Sales Adjusted EBITDA External Net Sales Inter- segment Sales Adjusted EBITDA Electrical Raceway $ 986,407 $ 1,718 $ 174,588 $ 1,004,683 $ 896 $ 106,717 $ 967,105 $ 661 $ 86,273 Mechanical Products & Solutions 536,977 155 $ 88,551 724,485 277 $ 79,553 735,733 317 $ 59,941 Eliminations — (1,873 ) — (1,173 ) — (978 ) Consolidated operations $ 1,523,384 $ — $ 1,729,168 $ — $ 1,702,838 $ — Capital Expenditures Total Assets (in thousands) September 30, 2016 September 25, 2015 September 26, 2014 September 30, 2016 September 25, 2015 September 26, 2014 Electrical Raceway $ 8,298 $ 12,210 $ 10,873 $ 533,732 $ 590,999 $ 591,098 Mechanical Products & Solutions 6,993 10,918 9,474 375,510 439,037 507,967 Unallocated 1,539 3,721 4,015 255,326 83,763 86,354 Consolidated operations $ 16,830 $ 26,849 $ 24,362 $ 1,164,568 $ 1,113,799 $ 1,185,419 Presented below is a reconciliation of operating segment Adjusted EBITDA to Income (loss) before income taxes : Fiscal Year Ended (in thousands) September 30, 2016 September 25, 2015 September 26, 2014 Operating segment Adjusted EBITDA Electrical Raceway $ 174,588 $ 106,717 $ 86,273 Mechanical Products & Solutions 88,551 79,553 59,941 Total $ 263,139 $ 186,270 $ 146,214 Unallocated expenses (a) (28,137 ) (22,320 ) (19,617 ) Depreciation and amortization (55,017 ) (59,465 ) (58,695 ) Interest expense, net (41,798 ) (44,809 ) (44,266 ) Gain (loss) on extinguishment of debt 1,661 — (43,667 ) Restructuring & impairments (4,096 ) (32,703 ) (46,687 ) Net periodic pension benefit cost (441 ) (578 ) (1,368 ) Stock-based compensation (21,127 ) (13,523 ) (8,398 ) ABF product liability impact (850 ) 216 (2,841 ) Legal settlements (1,382 ) — — Consulting fees (15,425 ) (3,500 ) (4,854 ) Transaction costs (7,832 ) (6,039 ) (5,049 ) Other (1,103 ) (14,305 ) (12,656 ) Impact of Fence and Sprinkler exit (811 ) 2,885 (5,003 ) Income (loss) before income taxes $ 86,781 $ (7,871 ) $ (106,887 ) (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. The Company's long-lived assets and net sales by geography were as follows: Long-lived assets Net sales (in thousands) September 30, 2016 September 25, 2015 September 26, 2014 September 30, 2016 September 25, 2015 September 26, 2014 United States $ 204,640 $ 232,566 $ 263,750 $ 1,395,750 $ 1,604,788 $ 1,570,788 Other Americas 175 132 194 40,573 42,136 43,323 Europe 1,295 1,036 1,417 40,246 38,621 38,422 Asia-Pacific 3,826 4,482 5,269 46,815 43,623 50,305 Total $ 209,936 $ 238,216 $ 270,630 $ 1,523,384 $ 1,729,168 $ 1,702,838 The table below shows the amount of net sales from external customers for each of our product categories which accounted for 10 percent or more of our consolidated net sales in any of the last three fiscal years: Fiscal Year Ended (in thousands) September 30, 2016 September 25, 2015 September 26, 2014 Metal Electrical Conduit and Fittings $ 331,187 $ 320,367 $ 300,594 Armored Cable and Fittings 318,279 332,153 341,912 PVC Electrical Conduit & Fittings 258,954 269,808 238,042 Mechanical Pipe 249,811 286,799 282,789 Metal Framing & Fittings 181,954 174,976 176,047 Other 175,383 166,472 170,766 Impact of Fence and Sprinkler 7,816 178,593 192,688 Net sales $ 1,523,384 $ 1,729,168 $ 1,702,838 |
Quarterly Operating Results (Un
Quarterly Operating Results (Unaudited) Quarterly Operating Results (Unaudited) | 12 Months Ended |
Sep. 30, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Operating Results (Unaudited) | QUARTERLY OPERATING RESULTS (UNAUDITED) The following tables presents unaudited selected quarterly financial data for the years ended September 30, 2016 and September 25, 2015 . The operating results for any quarter are not necessarily indicative of the results of any future period. 2016 2015 (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter First Quarter Second Quarter Third Quarter Fourth Quarter (1) Net sales $ 358,375 $ 353,046 $ 395,724 $ 416,239 $ 426,401 $ 432,586 $ 432,367 $ 437,814 Gross profit 72,409 91,410 111,521 93,342 55,765 67,446 78,748 70,834 Net income (loss) 8,572 14,007 20,645 15,572 (2,762 ) 5,800 19,058 (27,051 ) Net income (loss) per share Basic (2) $ 0.14 $ 0.22 $ 0.33 $ 0.25 $ (0.04 ) $ 0.09 $ 0.30 $ (0.43 ) Diluted (2) 0.14 0.22 0.33 0.24 (0.04 ) 0.09 0.30 (0.43 ) (1) Includes asset impairment and restructuring charges related to our exit from Fence and Sprinkler and the closure of a Philadelphia, Pennsylvania manufacturing facility. See Note 15, "Restructuring Charges and Asset Impairments." (2) The sum of the quarters may not equal the total of the respective year's earnings (loss) per share due to changes in the weighted average shares outstanding throughout the year. |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information | 12 Months Ended |
Sep. 30, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Schedule I - Condensed Financial Information | SCHEDULE I ATKORE INTERNATIONAL GROUP INC. (PARENT) CONDENSED FINANCIAL INFORMATION CONDENSED BALANCE SHEETS (in thousands, except share and per share data) September 30, 2016 September 25, 2015 Assets Investment in subsidiary $ 257,246 $ 156,277 Total Assets 257,246 156,277 Liabilities and Equity Total Liabilities $ — $ — Equity: Common stock, $0.01 par value, 1,000,000,000 shares authorized, 62,458,367 and 62,453,437 shares issued and outstanding, respectively $ 626 $ 626 Treasury stock, held at cost, 260,900 and 260,900 shares, respectively (2,580 ) (2,580 ) Additional paid-in capital 398,292 352,505 Accumulated deficit (113,142 ) (173,241 ) Accumulated other comprehensive loss (25,950 ) (21,033 ) Total Equity 257,246 156,277 Total Liabilities and Equity $ 257,246 $ 156,277 See Notes to Financial Statements SCHEDULE I ATKORE INTERNATIONAL GROUP INC. (PARENT) CONDENSED FINANCIAL INFORMATION CONDENSED STATEMENTS OF OPERATIONS Fiscal Year Ended (in thousands) September 30, 2016 September 25, 2015 September 26, 2014 Equity in net income (loss) of subsidiary $ 58,796 $ (4,955 ) $ (73,948 ) Net income (loss) 58,796 (4,955 ) (73,948 ) Other comprehensive loss of subsidiary, net of tax (4,917 ) (14,403 ) (4,232 ) Comprehensive income (loss) $ 53,879 $ (19,358 ) $ (78,180 ) See Notes to Financial Statements SCHEDULE I ATKORE INTERNATIONAL GROUP INC. (PARENT) CONDENSED FINANCIAL INFORMATION CONDENSED STATEMENTS OF CASH FLOWS For the Year Ended (in thousands) September 30, 2016 September 25, 2015 September 26, 2014 Cash Flows from Operating Activities: Net cash provided by operating activities $ — $ — $ — Cash Flows from Investing Activities: Distribution received from subsidiary — 882 252,765 Distribution paid to subsidiary (52 ) (49 ) (674 ) Net cash provided by (used in) investing activities (52 ) 833 252,091 Cash Flows from Financing Activities: Issuance of common shares 52 49 674 Repurchase of common shares — (882 ) (252,765 ) Net cash (used in) provided by financing activities 52 (833 ) (252,091 ) Net change in cash and cash equivalents — — — Cash and cash equivalents: Beginning — — — Ending $ — $ — $ — See Notes to Financial Statements SCHEDULE I ATKORE INTERNATIONAL GROUP INC. (PARENT) CONDENSED FINANCIAL INFORMATION NOTES TO CONDENSED FINANCIAL STATEMENTS (dollars in thousands) 1. Description of Atkore International Group Inc. Atkore International Group Inc. (the "Company," "Parent" or "Atkore") was incorporated in the State of Delaware on November 4, 2010. The Company is the stockholder of Atkore International Holdings Inc. ("AIH"), which is the sole stockholder of Atkore International, Inc. ("AII"). Prior to the transactions described below, all of the capital stock of AII was owned by Tyco International Ltd. ("Tyco"). The business of AII was operated as the Tyco Electrical and Metal Products ("TEMP") business of Tyco. Atkore was initially formed by Tyco as a holding company to hold ownership of TEMP. On November 9, 2010, Tyco announced that it had entered into an agreement to sell a majority interest in TEMP to CD&R Allied Holdings, L.P. (the "CD&R Investor), an affiliate of the private equity firm Clayton Dubilier & Rice, LLC ("CD&R"). On December 22, 2010, the transaction was completed and CD&R acquired shares of a newly created class of cumulative convertible preferred stock (the "Preferred Stock") of the Company. The Preferred Stock initially represented 51% of the Company’s outstanding capital stock (on an as-converted basis). On December 22, 2010, the Company also issued common stock (the "Common Stock") to Tyco’s wholly owned subsidiary, Tyco International Holding S.à .r.l. ("Tyco Seller"), that initially represented the remaining 49% of the Company’s outstanding capital stock. Subsequent to December 22, 2010, the Company has operated as an independent, stand-alone entity. On March 6, 2014, the Company entered into a non-binding letter of intent (the "Letter of Intent") with Tyco for the acquisition (the "Acquisition") of 40.3 million shares of Common Stock held by Tyco Seller. On April 9, 2014, the Company paid $250,000 to Tyco Seller to redeem the shares, which were subsequently retired. The Company paid $2,000 of expenses related to the share redemption. In a separate transaction on the same date, the CD&R Investor converted its Preferred Stock and accumulated Preferred Dividends into Common Stock. As of September 26, 2014, Common Stock is the Company’s sole issued and outstanding class of securities. The Parent has no significant operations or assets other than its indirect ownership of the equity of AII. Accordingly, the Parent is dependent upon distributions from AII to fund its obligations. However, under the terms of the agreements governing AII’s borrowings, AII’s ability to pay dividends or lend to Atkore Holding or the Parent, is restricted. While certain exceptions to the paying dividends or lending funds restrictions exist, these restrictions have resulted in the restricted net assets (as defined in Rule 4-08(e)(3) of Regulation S-X) of the Company’s subsidiaries exceeding 25% of the consolidated net assets of the Company and its subsidiaries. Atkore Holding has no obligations to pay dividends to the Parent except to pay specified amounts to Parent in order to fund the payment of the Parent’s tax obligations. 2. Basis of Presentation The accompanying condensed Parent only financial statements are required in accordance with Rule 4-08(e)(3) of Regulation S-X. The financial statements include the amounts of the Parent and its investment in its subsidiaries under the equity method, and does not present the financial statements of the Parent and its subsidiaries on a consolidated basis. Under the equity method, investment in its subsidiaries is stated at cost plus contributions and equity in undistributed income (loss) of subsidiary less distributions received since the date of acquisition. These condensed Parent only financial statements should be read in conjunction with the Atkore International Group Inc. consolidated financial statements and their accompanying notes. 3. Dividends and Distributions from Subsidiaries The Company received distributions of $0 , $882 , and $252,765 from its subsidiaries for the years ended September 30, 2016 , September 25, 2015 and September 26, 2014 , respectively. The distributions received were used to repurchase shares of the Company’s Common Stock. These dividends were permissible under an exception to the net asset restrictions of the agreements governing AII’s borrowings, which allow for dividend payments from AII to AIH or the Parent for the purpose of repurchasing shares of Parent’s Common Stock. 4. Common Stock Split On May 27, 2016, the Company filed a Certificate of Amendment to amend and restate the Company’s Certificate of Incorporation in the State of Delaware, effecting a 1.37 -for-1 common stock split. All applicable share data, per share amounts and related information in the consolidated financial statements and notes thereto have been adjusted retroactively to give effect to the 1.37 -for-1 common stock split. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Sep. 30, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (in thousands) Balance at Beginning of Year Additions Charged to Income Write offs and Other Balance at End of Year Accounts Receivable Allowance for Doubtful Accounts: For the fiscal year ended: 2016 $ (1,173 ) (426 ) 593 $ (1,006 ) 2015 $ (1,986 ) 560 253 $ (1,173 ) 2014 $ (3,184 ) 616 582 $ (1,986 ) Deferred Tax Valuation Allowance: For the fiscal year ended: 2016 $ (7,532 ) (2,604 ) 1,478 $ (8,658 ) 2015 $ (7,708 ) (1,107 ) 1,283 $ (7,532 ) 2014 $ (8,346 ) (548 ) 1,186 $ (7,708 ) |
Basis of Presentation and Sum31
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Basis of Presentation | 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, 2016 filed with the U.S. Securities and Exchange Commission (the "SEC") on November 29, 2016, and should be read in conjunction with those consolidated financial statements and the notes thereto. Certain information and disclosures normally included in our 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. | Basis of Presentation — The accompanying audited 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"). The audited 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 audited consolidated financial statements from the effective date of acquisition or up to the date of disposal. |
Fiscal Periods | Fiscal Periods - The Company has a fiscal year that ends on September 30. It is the Company's practice to establish quarterly closings using a 4-5-4 calendar. The Company's fiscal quarters end on the last Friday in December, March and June. | Fiscal Periods — The Company has a 52- or 53-week fiscal year that ends on the last day in September starting fiscal 2016. Prior to fiscal 2016, the fiscal year ended on the last Friday in September. Fiscal year 2016 was a 53-week fiscal year which ended on September 30, 2016 . Fiscal years 2015 and 2014 were 52-week fiscal years which ended on September 25, 2015 and September 26, 2014 , respectively. Our next fiscal year will end on September 30, 2017 and will be a 52-week year. Our fiscal quarters end on the last Friday in December, March and June. |
Use of Estimates | 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. | Use of Estimates — The preparation of the 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 consolidated financial statements and report the associated amounts of revenues and expenses. Significant estimates and assumptions are used for, but not limited to, allowances for doubtful accounts, provisions for certain rebates, sales incentives, trade promotions, product returns and discounts, estimates of future cash flows associated with asset impairments, useful lives for depreciation and amortization, loss contingencies, net realizable value of inventories, legal liabilities, income taxes and tax valuation allowances, pension and postretirement employee benefit liabilities and purchase price allocation. Actual results could differ materially from these estimates. |
Revenue Recognition | Revenue Recognition — The Company’s revenue is generated principally from the sale of its products. Revenue from the sale of products is recognized at the time title, risks and rewards of ownership pass. This is generally when the products reach the free-on-board shipping point, the sales price is fixed and determinable and collection is reasonably assured. The freight charges for shipments are included in the Company’s revenues. Provisions for certain rebates, sales incentives, trade promotions, product returns and discounts to customers are accounted for as reductions in determining sales in the same period the related sales are recorded. Rebates are estimated based on sales terms and historical experience. Product returns are estimated based on historical experience and are recorded at the time revenues are recognized. Accordingly, the Company reduces recognized revenue for estimated future returns at the time revenue is recorded. The estimates for returns are adjusted periodically based upon changes in historical rates of returns and trend analysis. | |
Cost of Sales | Cost of Sales — The Company includes all costs directly related to the production of goods for sale in cost of sales in the statement of operations. These costs include direct material, direct labor, production related overheads, excess and obsolescence costs, lower of cost or market provisions, freight and distribution costs, and the depreciation and amortization of assets directly used in the production of goods for sale. | |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses — These amounts primarily include payroll-related expenses for both administrative and selling personnel, compensation expense from stock-based awards, restructuring-related charges, third-party professional services and translation gains or losses for foreign currency transaction. | |
Cash and Cash Equivalents | Cash and Cash Equivalents — The Company considers all highly liquid investments with a maturity of three months or less, when purchased, to be cash equivalents. | |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts — The allowance for doubtful accounts receivable reflects the best estimate of losses inherent in the Company’s accounts receivable portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other available evidence. | |
Inventories | Inventories — Inventories are recorded at the lower of cost (primarily LIFO) or market value. The Company estimates losses for excess and obsolete inventory through an assessment of its net realizable value based on the aging of the inventory and an evaluation of the likelihood of recovering the inventory costs based on anticipated demand and selling price. | |
Property, Plant and Equipment | Property, Plant and Equipment — Property, plant and equipment, net, is recorded at cost less accumulated depreciation. Maintenance and repair expenditures are charged to expense when incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows: Buildings 2 to 40 years Building improvements 2 to 22 years Machinery and production equipment 2 to 20 years Support and testing machinery and equipment 2 to 15 years Leasehold improvements Lesser of remaining term of the lease or economic useful life | |
Long-Lived Asset Impairments | Long-Lived Asset Impairments — The Company reviews long-lived assets, including property, plant and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. The Company groups assets at the lowest level for which cash flows are separately identified in order to measure an impairment. Recoverability of an asset or asset group is first measured by a comparison of the carrying amount to its estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset or asset group exceeds the estimated fair value. If impairment is determined to exist, any related impairment loss is calculated based on the estimated fair value. Impairment losses on assets to be disposed of or held for sale, if any, are based on the estimated proceeds to be received, less costs of disposal. | |
Goodwill and Indefinite-Lived Intangible Assets Impairments | Goodwill and Indefinite-Lived Intangible Asset Impairments — Goodwill and indefinite-lived intangible assets are assessed for impairment annually and more frequently if events or circumstances indicate that is more likely than not that the fair value of a reporting unit is less than the carrying value. See Note 6, ''Goodwill and Intangible Assets.'' Management uses various sources of information to estimate fair value including forecasted operating results, business plans, economic projections, royalty rates, market multiples of publicly traded comparable companies and other market data. When testing for goodwill impairment, the Company first compares the fair value of a reporting unit with its carrying amount. Assessing goodwill for impairment requires us to estimate future operating results and cash flows that require judgment by management. Using different estimates could impact the amount and timing of impairment. We determine the fair value of a reporting unit using three valuation approaches: (a) an income approach using a discounted cash flow analysis based on the forecasted cash flows (including estimated underlying revenue and operating income growth rates) discounted using an estimated weighted-average cost of capital of market participants; (b) a market approach using a comparable company analysis; (c) a market approach using a transaction analysis. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test will be performed to measure the amount of impairment loss. In the second step of the goodwill impairment test, the Company compares the implied fair value of the reporting unit’s goodwill with the carrying amount of the reporting unit’s goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess of the carrying amount of goodwill over its implied fair value. The implied fair value of goodwill is determined in the same manner that the amount of goodwill recognized in a business combination is determined. The Company allocates the fair value of a reporting unit to all of the assets and liabilities of that unit, including intangible assets, as if the reporting unit had been acquired in a business combination. Any excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities represents the implied fair value of goodwill and is considered a Level 3 fair value measurement in accordance with the fair value hierarchy. | |
Fair Value Measurements | Fair Value Measurements - Authoritative guidance for fair value measurements establishes a three-level hierarchy that ranks the quality and reliability of information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. In cases where two or more levels of inputs are used to determine fair value, a financial instrument's level is determined based on the lowest level input that is considered significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are summarized as follows: Level 1 - inputs are based upon quoted prices (unadjusted) in active markets for identical assets or liabilities which are accessible as of the measurement date. Level 2 - inputs are based upon quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations for the asset or liability that are derived principally from or corroborated by market data for which the primary inputs are observable, including forward interest rates, yield curves, credit risk and exchange rates. Level 3 - inputs for the valuations are unobservable and are based on management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques such as option pricing models and discounted cash flow models. | Fair Value Measurements — Authoritative guidance for fair value measurements establishes a three-level hierarchy that ranks the quality and reliability of information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. In cases where two or more levels of inputs are used to determine fair value, a financial instrument’s level is determined based on the lowest level input that is considered significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are summarized as follows: Level 1-inputs are based upon quoted prices (unadjusted) in active markets for identical assets or liabilities which are accessible as of the measurement date. Level 2-inputs are based upon quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations for the asset or liability that are derived principally from or corroborated by market data for which the primary inputs are observable, including forward interest rates, yield curves, credit risk and exchange rates. Level 3-inputs for the valuations are unobservable and are based on management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques such as option pricing models and discounted cash flow models. |
Income Taxes and Uncertain Tax Positions | Income Taxes and Uncertain Tax Positions — The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates in effect for the year it is expected the differences will reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period of the enactment date. The Company maintains an indemnity receivable for certain tax obligations that are indemnified by Tyco and that are expected to be settled directly with the taxing authorities. The Company periodically assesses the realizabilty of the deferred tax assets. In making this determination management considers all available evidence, both positive and negative, including earnings history, expectations of future taxable income and available tax planning strategies. A valuation allowance is recorded to reduce our deferred tax assets to the amount that is considered more likely than not to be realized. Changes in the required valuation allowance are recorded in income in the period such determination is made. Certain tax positions may be considered uncertain requiring an assessment of whether an allowance should be recorded. Provisions for uncertain tax positions provide a recognition threshold based on an estimate of whether it is more likely than not that a position will be sustained upon examination. The Company measures its uncertain tax positions as the largest amount of benefit that is greater than a 50 percent likelihood of being realized upon examination. Interest and penalties related to unrecognized tax benefits are recorded as a component of income tax expense. | |
Concentration of Credit Risk | Concentration of Credit Risk — The Company extends credit to various customers in the retail and construction industries. Collection of trade receivables may be affected by changes in economic or other industry conditions and may, accordingly, impact the Company’s overall credit risk. Although the Company generally does not require collateral, the Company performs ongoing credit evaluations of customers and maintains reserves for potential credit losses. For all periods presented, no customer accounted for more than 10% of sales or accounts receivable. | |
Insurable Liabilities | 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 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. | |
Translation of Foreign Currency | Translation of Foreign Currency — For the Company’s non-U.S. subsidiaries that report in a functional currency other than U.S. dollars, assets and liabilities are translated into U.S. dollars using year-end exchange rates. Revenue and expenses are translated at the monthly average exchange rates in effect during the fiscal year. Foreign currency translation adjustments are included as a component of accumulated other comprehensive loss within the statements of comprehensive loss for the fiscal years ended September 30, 2016 , September 25, 2015 , and September 26, 2014 . | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements - On January 26, 2017 , the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04 , " Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ," which allows an entity to perform its goodwill impairment test by comparing the fair value of a reporting segment with its carrying amount. If the carrying amount exceeds the fair value, the Company would recognize an impairment charge not to exceed the total amount of goodwill allocated to that reporting segment. The effective date for public entities will be annual periods beginning after December 15, 2019, the Company's fiscal 2021. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance and its impact on the financial statements. On November 17, 2016 , the FASB issued ASU 2016-18 , " Restricted cash ," which provides additional guidance and clarification to the classification and presentation of restricted cash in ASC 230 - Statement of Cash Flows . The effective date for public entities will be annual periods beginning after December 15, 2017, the Company's fiscal 2019. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance and its impact on the cash flows. We do not believe this update will have a material impact on the financial statements. | Recent Accounting Pronouncements — On October 24, 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory." The ASU removes the prohibition in Accounting Standards Codification ("ASC") 740 against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. The effective date for public entities will be annual periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance and its impact on the results of operations, cash flows or financial positions. On August 6, 2016, the FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Payments," which amends ASC 230, "Statement of Cash Flow." The ASU provides guidance on the classification of certain cash receipts and payments including debt prepayment or debt issuance costs and cash payments for contingent considerations. The ASU also provides clarification on the application of the predominance principle outlined in ASC 230. The effective date for public entities will be annual periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted. The Company early adopted this new standard during fiscal 2016 and it did not have a material impact on the financial statements. On March 30, 2016, FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," which amends ASC 718. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, our fiscal 2018. Early adoption is permitted. The Company early adopted all amendments of ASU 2016-09 during fiscal 2016. The Company recognized excess tax benefit adjustments using a modified retrospective method. As a result of the adoption, we recorded an adjustment to retained earnings of $1.3 million to recognize net operating loss carryforwards, net of a valuation allowance, attributable to excess tax benefits on stock compensation that had not been previously recognized to additional paid in capital. The Company has elected to account for forfeitures when they occur. The election had no impact to our results of operations, cash flows, or financial positions. On February 25, 2016, the FASB issued ASU 2016-2, "Leases (Topic 842)." The ASU requires companies to use a "right of use" lease model that assumes that each lease creates an asset (the lessee’s right to use the leased asset) and a liability (the future rent payment obligations), which should be reflected on a lessee’s balance sheet to fairly represent the lease transaction and the lessee’s related financial obligations. We conduct some of our operations under leases that are accounted for as operating leases, with no related assets and liabilities on our balance sheet. The proposed changes would require that substantially all of our operating leases be recognized as assets and liabilities on our balance sheet. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods therein. Early adoption will be permitted. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position. In September 2015, the FASB issued ASU 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments." The ASU requires an acquirer to recognize provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined rather than restating prior periods. The ASU is effective on a prospective basis for interim and annual periods beginning after December 15, 2015. The Company adopted this new standard beginning with fiscal 2016, and it did not have a material impact on the financial statements. In June 2015, the FASB issued ASU 2015-10, "Technical Corrections and Improvements." The ASU is part of an ongoing project on the FASB’s agenda to facilitate updates to the ASC, non-substantive technical corrections, clarifications, and improvements that are not expected to have a significant effect on accounting practice or create a significant administrative cost to most entities. The ASU will apply to all reporting entities within the scope of the affected accounting guidance. The amendments requiring transition guidance are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. All other amendments will be effective upon the issuance of this Update. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position. We do not believe this update will have a material impact on the financial statements. In May 2015, the FASB issued ASU 2015-07, "Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) . " The update amends ASC 820, "Fair Value Measurement." This ASU removes the requirement to categorize within the fair value hierarchy investments without readily determinable fair values in entities that elect to measure fair value using net asset value per share or its equivalent. The ASU requires that these investments continue to be shown in the investment disclosure amount to allow the disclosure to reconcile to the investment amount presented in the balance sheet. This update is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. A reporting entity should apply the amendments retrospectively to all periods presented. The retrospective approach requires that an investment for which fair value is measured using the net asset value per share practical expedient be removed from the fair value hierarchy in all periods presented in an entity’s financial statements. Earlier application is permitted. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position. We do not believe this update will have a material impact on the financial statements. In April 2015, the FASB issued ASU 2015-05, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement." This ASU provides guidance to customers about whether a cloud computing arrangement includes a software license. If an arrangement includes a software license, the accounting for the license will be consistent with licenses of other intangible assets. If the arrangement does not include a license, the arrangement will be accounted for as a service contract. This update is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted for all entities. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position. We do not believe this update will have a material impact on the financial statements. In February 2015, the FASB issued ASU 2015-02 "Amendments to the Consolidation Analysis." This update amends the consolidation requirements in ASC 810, "Consolidation." The amendments change the consolidation analysis required under GAAP. For public business entities, the amendments in the ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption, including adoption in an interim period, is permitted. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position. We do not believe this update will have a material impact on the financial statements. In January 2015, the FASB issued ASU 2015-01, "Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items." This update eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, the ASU does not affect the reporting and disclosure requirements for an event that is unusual in nature or that occurs infrequently. The update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, our fiscal 2017. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company adopted this new standard beginning with fiscal 2016, and it did not have a material impact on the financial statements. In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers" , which provides guidance for revenue recognition. The update’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. Examples of the use of judgments and estimates may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The update also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The update provides for two transition methods to the new guidance: a full retrospective approach and a modified retrospective approach. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers: Deferral of the Effective Date" , as a revision to ASU 2014-09, which revised the effective date to fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted but not prior to periods beginning after December 15, 2016 (i.e. the original adoption date per ASU 2014-09). In March 2016, the FASB issued ASU 2016-08, "Revenue from Contracts with Customers: Principal versus Agent Considerations" , which clarifies certain aspects of the principal-versus-agent guidance, including how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions. The amendments also reframe the indicators to focus on evidence that an entity is acting as a principal rather than as an agent. In April 2016, the FASB issued ASU 2016-10, " Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing" , which clarifies how an entity should evaluate the nature of its promise in granting a license of intellectual property, which will determine whether it recognizes revenue over time or at a point in time. The amendments also clarify when a promised good or service is separately identifiable (i.e., distinct within the context of the contract) and allow entities to disregard items that are immaterial in the context of a contract. In May 2016, the FASB issued ASU 2016-12, "Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients" , which amends the new revenue recognition guidance on transition, collectibility, noncash consideration and the presentation of sales and other similar taxes. The amendments also clarify how an entity should evaluate the collectibility threshold and when an entity can recognize nonrefundable consideration received as revenue if an arrangement does not meet the standard's contract criteria. We are currently evaluating the transition methods and the impact of adoption of these ASUs on our consolidated financial statements. |
Basis of Presentation and Sum32
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of Estimated Useful Lives | As of December 30, 2016 and September 30, 2016 , property, plant and equipment at cost and accumulated depreciation were as follows: (in thousands) December 30, 2016 September 30, 2016 Land $ 13,294 $ 12,804 Buildings and related improvements 103,322 103,256 Machinery and equipment 244,532 245,011 Leasehold improvements 6,217 6,498 Construction in progress 5,272 6,148 Property, plant and equipment 372,637 373,717 Accumulated depreciation (174,575 ) (171,025 ) Property, plant and equipment, net $ 198,062 $ 202,692 | Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows: Buildings 2 to 40 years Building improvements 2 to 22 years Machinery and production equipment 2 to 20 years Support and testing machinery and equipment 2 to 15 years Leasehold improvements Lesser of remaining term of the lease or economic useful life As of September 30, 2016 and September 25, 2015 , property, plant and equipment at cost and accumulated depreciation were as follows: (in thousands) September 30, 2016 September 25, 2015 Land $ 12,804 $ 13,294 Buildings and related improvements 103,256 104,315 Machinery and equipment 245,011 231,237 Leasehold improvements 6,498 5,572 Construction in progress 6,148 10,582 Property, plant and equipment 373,717 365,000 Accumulated depreciation (171,025 ) (140,716 ) Property, plant and equipment, net $ 202,692 $ 224,284 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Net Assets Acquired and Liabilities Assumed | The following table summarizes the Level 3 fair values assigned to the net assets acquired and liabilities assumed as of the October 11, 2013 acquisition date: (in thousands) Ridgeline Fair value of consideration transferred: Cash consideration $ 39,787 Fair value of assets acquired and liabilities assumed: Accounts receivable 3,445 Inventories 2,510 Intangible assets 15,890 Fixed assets 10,551 Accounts payable (2,218 ) Net assets acquired 30,178 Excess purchase price attributed to goodwill acquired $ 9,609 The following table summarizes the Level 3 fair values assigned to the net assets acquired and liabilities assumed as of the acquisition date: (in thousands) APPI SCI Fair value of consideration transferred: Cash consideration $ 6,572 $ 23,837 Fair value of assets acquired and liabilities assumed: Accounts receivable 1,813 4,302 Inventories 1,850 5,500 Intangible assets 480 10,600 Fixed assets 2,907 46 Accounts payable (1,057 ) (690 ) Other (808 ) 155 Net assets acquired 5,185 19,913 Excess purchase price attributed to goodwill acquired $ 1,387 $ 3,924 |
Schedule of Fair Value of Amortizable Intangible Assets | The following table summarizes the fair value of amortizable intangible assets as of the acquisition dates: APPI SCI ($ in thousands) Fair Value Weighted Average Useful Life (Years) Fair Value Weighted Average Useful Life (Years) Amortizable intangible assets: Customer relationships $ 300 10 $ 7,900 8 Other 180 4 2,700 14 Total amortizable intangible assets $ 480 $ 10,600 The following table summarizes the fair value of amortizable intangible assets as of the acquisition date: Ridgeline ($ in thousands) Fair Value Weighted Average Useful Life (Years) Amortizable intangible assets: Customer relationships $ 15,600 10 Other 290 2 Total amortizable intangible assets $ 15,890 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table presents information regarding related party transactions with these customers: Fiscal Year Ended September 26, 2014 (in thousands) Tyco and affiliates CD&R affiliates Net sales $ 5,933 $ 105,681 Cost of sales 4,943 78,019 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Net | (in thousands) September 30, 2016 September 25, 2015 Purchased materials and manufactured parts, net $ 47,754 $ 42,562 Work in process, net 17,082 13,360 Finished goods, net 115,062 111,743 LIFO reserve (18,433 ) (5,741 ) Inventories, net $ 161,465 $ 161,924 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property, Plant and Equipment | As of December 30, 2016 and September 30, 2016 , property, plant and equipment at cost and accumulated depreciation were as follows: (in thousands) December 30, 2016 September 30, 2016 Land $ 13,294 $ 12,804 Buildings and related improvements 103,322 103,256 Machinery and equipment 244,532 245,011 Leasehold improvements 6,217 6,498 Construction in progress 5,272 6,148 Property, plant and equipment 372,637 373,717 Accumulated depreciation (174,575 ) (171,025 ) Property, plant and equipment, net $ 198,062 $ 202,692 | Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows: Buildings 2 to 40 years Building improvements 2 to 22 years Machinery and production equipment 2 to 20 years Support and testing machinery and equipment 2 to 15 years Leasehold improvements Lesser of remaining term of the lease or economic useful life As of September 30, 2016 and September 25, 2015 , property, plant and equipment at cost and accumulated depreciation were as follows: (in thousands) September 30, 2016 September 25, 2015 Land $ 12,804 $ 13,294 Buildings and related improvements 103,256 104,315 Machinery and equipment 245,011 231,237 Leasehold improvements 6,498 5,572 Construction in progress 6,148 10,582 Property, plant and equipment 373,717 365,000 Accumulated depreciation (171,025 ) (140,716 ) Property, plant and equipment, net $ 202,692 $ 224,284 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Carrying Amounts of Goodwill | There were no changes in the carrying amount of goodwill during the three months ended December 30, 2016 . Operating Segment (in thousands) Electrical Raceway Mechanical Products & Solutions Total Balance at December 30, 2016 Goodwill $ 80,564 $ 82,189 $ 162,753 Accumulated impairment losses (3,924 ) (43,000 ) (46,924 ) $ 76,640 $ 39,189 $ 115,829 | C hanges in the carrying amount of goodwill are as follows: Segment (in thousands) Electrical Raceway Mechanical Products & Solutions Total Balance as of September 26, 2014 Goodwill $ 75,253 $ 82,189 $ 157,442 Accumulated impairment losses — (43,000 ) (43,000 ) Total 75,253 39,189 114,442 Goodwill acquired during year 5,311 — 5,311 Impairment losses (3,924 ) — (3,924 ) Total $ 76,640 $ 39,189 $ 115,829 Balance as of September 25, 2015 Goodwill $ 80,564 $ 82,189 $ 162,753 Accumulated impairment losses (3,924 ) (43,000 ) (46,924 ) Total $ 76,640 $ 39,189 $ 115,829 Balance at September 30, 2016 Goodwill $ 80,564 $ 82,189 $ 162,753 Accumulated impairment losses (3,924 ) (43,000 ) (46,924 ) Total $ 76,640 $ 39,189 $ 115,829 |
Schedule of Major Classes of Finite-Lived Intangible Assets | The following table provides the gross carrying value, accumulated amortization, and net carrying value for each major class of intangible assets: December 30, 2016 September 30, 2016 ($ in thousands) Weighted Average Useful Life (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Amortizable intangible assets: Customer Relationships 12 $ 249,245 $ (102,668 ) $ 146,577 $ 249,245 $ (97,484 ) $ 151,761 Other 7 16,943 (8,051 ) 8,892 16,943 (7,647 ) 9,296 Total 266,188 (110,719 ) 155,469 266,188 (105,131 ) 161,057 Indefinite-lived intangible assets: Trade names 93,880 — 93,880 93,880 — 93,880 Total $ 360,068 $ (110,719 ) $ 249,349 $ 360,068 $ (105,131 ) $ 254,937 | The following table provides the gross carrying value, accumulated amortization, and net carrying value for each major class of intangible assets: September 30, 2016 September 25, 2015 ($ in thousands) Weighted Average Useful Life (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Amortizable Intangible Assets: Customer relationships 12 $ 249,245 $ (97,484 ) $ 151,761 $ 249,245 $ (77,112 ) $ 172,133 Other 7 16,943 (7,647 ) 9,296 16,943 (5,781 ) 11,162 Total 266,188 (105,131 ) 161,057 266,188 (82,893 ) 183,295 Indefinite-lived Intangible Assets: Trade names 93,880 — 93,880 93,880 — 93,880 Total $ 360,068 $ (105,131 ) $ 254,937 $ 360,068 $ (82,893 ) $ 277,175 |
Schedule of Major Classes of Indefinite-Lived Intangible Assets | The following table provides the gross carrying value, accumulated amortization, and net carrying value for each major class of intangible assets: December 30, 2016 September 30, 2016 ($ in thousands) Weighted Average Useful Life (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Amortizable intangible assets: Customer Relationships 12 $ 249,245 $ (102,668 ) $ 146,577 $ 249,245 $ (97,484 ) $ 151,761 Other 7 16,943 (8,051 ) 8,892 16,943 (7,647 ) 9,296 Total 266,188 (110,719 ) 155,469 266,188 (105,131 ) 161,057 Indefinite-lived intangible assets: Trade names 93,880 — 93,880 93,880 — 93,880 Total $ 360,068 $ (110,719 ) $ 249,349 $ 360,068 $ (105,131 ) $ 254,937 | The following table provides the gross carrying value, accumulated amortization, and net carrying value for each major class of intangible assets: September 30, 2016 September 25, 2015 ($ in thousands) Weighted Average Useful Life (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Amortizable Intangible Assets: Customer relationships 12 $ 249,245 $ (97,484 ) $ 151,761 $ 249,245 $ (77,112 ) $ 172,133 Other 7 16,943 (7,647 ) 9,296 16,943 (5,781 ) 11,162 Total 266,188 (105,131 ) 161,057 266,188 (82,893 ) 183,295 Indefinite-lived Intangible Assets: Trade names 93,880 — 93,880 93,880 — 93,880 Total $ 360,068 $ (105,131 ) $ 254,937 $ 360,068 $ (82,893 ) $ 277,175 |
Schedule of Expected Amortization Expense for Intangible Assets | Amortization expense for the three months ended December 30, 2016 and December 25, 2015 was $5,589 and $5,517 , respectively. Expected amortization expense for intangible assets for the remainder of 2017 and over the next five years and thereafter is as follows: Remaining 2017 $ 16,228 2018 21,399 2019 21,235 2020 21,256 2021 20,558 2022 19,746 Thereafter 35,047 | Expected amortization expense for intangible assets over the next five years and thereafter is as follows: 2017 21,817 2018 21,399 2019 21,235 2020 21,256 2021 20,558 Thereafter 54,792 |
Accrued and Other Current Lia38
Accrued and Other Current Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued and Other Liabilities | As of December 30, 2016 and September 30, 2016 , accrued and other current liabilities were comprised of: (in thousands) December 30, 2016 September 30, 2016 Accrued compensation and employee benefits $ 17,078 $ 34,331 Accrued transportation costs 8,835 12,348 Accrued interest 495 — Deferred gain on sale of investment 9,088 9,088 Product liability 1,550 1,550 Accrued professional services 6,005 7,038 Accrued restructuring 1,089 1,380 Other 22,035 21,376 Accrued and other current liabilities $ 66,175 $ 87,111 | As of September 30, 2016 and September 25, 2015 , accrued and other current liabilities were comprised of: (in thousands) September 30, 2016 September 25, 2015 Accrued compensation and employee benefits $ 34,331 $ 31,146 Accrued transportation costs 12,348 13,627 Accrued interest — 9,890 Deferred gain on sale of investment 9,088 9,121 Product liability 1,550 2,700 Accrued professional services 7,038 6,535 Accrued restructuring 1,380 4,413 Other 21,376 19,840 Accrued and other current liabilities $ 87,111 $ 97,272 |
Debt (Tables)
Debt (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Debt Disclosure [Abstract] | ||
Schedule of Debt | Debt as of December 30, 2016 and September 30, 2016 was as follows: (in thousands) December 30, 2016 September 30, 2016 New First Lien Term Loan Facility due December 22, 2023 $ 498,750 $ — First lien loan due April 9, 2021 — 409,200 Second lien loan due October 9, 2021 — 229,460 Deferred financing costs (5,003 ) (8,347 ) Total debt $ 493,747 $ 630,313 Less: Current portion 4,228 1,267 Long-term debt $ 489,519 $ 629,046 | Debt as of September 30, 2016 and September 25, 2015 was as follows: (in thousands) September 30, 2016 September 25, 2015 First lien loan due April 9, 2021 $ 409,200 $ 414,150 Second lien loan due October 9, 2021 229,460 248,036 Deferred financing costs (8,347 ) (11,622 ) Other — 1,644 Total debt $ 630,313 $ 652,208 Less: Current portion 1,267 2,864 Long-term debt $ 629,046 $ 649,344 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income (Loss) from Continuing Operations and Income Tax Expense | Significant components of income (loss) from continuing operations and income tax expense for the fiscal years ended September 30, 2016 , September 25, 2015 and September 26, 2014 consisted of the following: Fiscal Year Ended (in thousands) September 30, 2016 September 25, 2015 September 26, 2014 Components of income (loss) before income taxes: United States $ 78,016 $ (11,739 ) $ (107,722 ) Non-U.S 8,765 3,868 835 Income (loss) before income taxes $ 86,781 $ (7,871 ) $ (106,887 ) Income tax expense (benefit): Current: United States: Federal $ 18,748 $ (2,017 ) $ 195 State 4,655 1,562 1,502 Non-U.S: 2,026 1,189 1,874 Current income tax expense (benefit) $ 25,429 $ 734 $ 3,571 Deferred United States: Federal $ 642 $ (3,721 ) $ (31,690 ) State 1,872 (929 ) (2,925 ) Non-U.S: 42 1,000 (1,895 ) Deferred income tax expense (benefit) 2,556 (3,650 ) (36,510 ) Income tax expense (benefit) $ 27,985 $ (2,916 ) $ (32,939 ) |
Schedule of Federal Income Tax Rate and Effective Income Tax Rate Reconciliation | Differences between the statutory federal income tax rate and effective income tax rate are summarized below: Fiscal Year Ended (in thousands) September 30, 2016 September 25, 2015 September 26, 2014 Statutory federal tax 35 % 35 % 35 % Adjustments to reconcile to the effective income tax rate: State income taxes 5 % 1 % 2 % Nondeductible expenses 2 % (7 )% (1 )% Valuation allowance 1 % (15 )% — % Foreign rate differential (2 )% 3 % — % U.S. tax effects of unremitted foreign earnings — % — % 2 % Nondeductible goodwill impairment — % — % (11 )% Domestic Manufacturing Deduction (3 )% — % — % Finalization of Federal audits — % — % 4 % Prior period adjustments — % (2 )% — % Indemnified uncertain tax benefits (5 )% 22 % — % Other (1 )% — % — % Effective income tax rate 32 % 37 % 31 % |
Schedule of Components of Net Deferred Income Tax Assets | The components of the net deferred income tax assets are as follows: (in thousands) September 30, 2016 September 25, 2015 Deferred tax assets: Accrued liabilities and reserves $ 50,221 $ 32,494 Tax loss and credit carryforwards 14,138 18,699 Postretirement benefits 14,232 11,481 Inventory 6,526 18,481 Other 1,320 2,425 $ 86,437 $ 83,580 Deferred tax liabilities: Property, plant and equipment $ (12,785 ) $ (8,458 ) Intangible assets (70,037 ) (74,649 ) Loss on investment (5,151 ) (4,248 ) Other (1,695 ) (2,163 ) $ (89,668 ) $ (89,518 ) Net deferred tax liability before valuation allowance (3,231 ) (5,938 ) Valuation allowance (8,658 ) (7,532 ) Net deferred tax liability $ (11,889 ) $ (13,470 ) |
Schedule of Reconciliation of Unrecognized Tax Benefits, Excluding Interest and Penalties | A reconciliation of the beginning and ending amount of unrecognized tax benefit, excluding interest and penalties, is as follows: (in thousands) For the period from September 27, 2013 to September 30, 2016 Balance as of September 27, 2013 $ 14,164 Additions based on tax positions related to prior years 134 Settlements (4,056 ) Balance as of September 26, 2014 10,242 Additions based on tax positions related to prior years 69 Settlements (2,210 ) Balance as of September 25, 2015 8,101 Additions based on tax positions related to prior years 62 Settlements (4,360 ) Balance as of September 30, 2016 $ 3,803 |
Schedule of Tax Years Subject to Examination | The following tax years remain subject to examination by the major tax jurisdictions as follows: Jurisdiction Years Open to Audit France 2010-2012 U.S. 2010-2015 |
Postretirement Benefits (Tables
Postretirement Benefits (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | ||
Schedule of Net Periodic Benefit Cost | The net periodic benefit cost for the three months ended December 30, 2016 and December 25, 2015 was as follows: Three Months Ended (in thousands) December 30, 2016 December 25, 2015 Service cost $ 512 $ 474 Interest cost 948 1,036 Expected return on plan assets (1,650 ) (1,580 ) Amortization of actuarial loss 326 180 Net periodic benefit cost $ 136 $ 110 | The net periodic benefit cost for the periods presented was as follows: Fiscal Year Ended (in thousands) September 30, 2016 September 25, 2015 September 26, 2014 Service cost $ 1,894 $ 2,509 $ 2,783 Interest cost 4,143 4,784 4,850 Expected return on plan assets (6,318 ) (6,803 ) (6,265 ) Amortization of actuarial loss 722 88 — Net periodic benefit cost $ 441 $ 578 $ 1,368 Weighted-average assumptions used to determine net periodic pension cost during the period: Discount rate 4.2 % 4.2 % 4.6 % Expected return on plan assets 7.0 % 7.0 % 7.0 % Rate of compensation increase N/a N/a N/a |
Schedule of Amounts Amortized from Accumulated Other Comprehensive Loss | The amounts amortized from accumulated other comprehensive loss is as follows: Fiscal Year Ended (in thousands) September 30, 2016 September 25, 2015 September 26, 2014 Amortization of unrecognized actuarial loss $ 722 $ 88 $ — | |
Schedule of Change in Benefit Obligations and Plan Assets | The change in the benefit obligations, plan assets and the amounts recognized on the consolidated balance sheets was as follows: Change in benefit obligations: Benefit obligations as of September 26, 2014 $ 116,648 Service cost 2,509 Interest cost 4,784 Actuarial loss 1,542 Benefits and administrative expenses paid (4,283 ) Benefit obligations as of September 25, 2015 121,200 Service cost 1,894 Interest cost 4,143 Actuarial loss 10,542 Benefits and administrative expenses paid (4,627 ) Benefit obligations as of September 30, 2016 $ 133,152 Change in plan assets: Fair value of plan assets as of September 26, 2014 $ 99,820 Actual return on plan assets (3,566 ) Employer contributions 1,103 Benefits and administrative expenses paid (4,283 ) Fair value of plan assets as of September 25, 2015 93,074 Actual return on plan assets 9,122 Employer contributions 411 Benefits and administrative expenses paid (4,627 ) Fair value of plan assets as of September 30, 2016 $ 97,980 Funded status as of September 30, 2016 $ (35,172 ) | |
Schedule of Amounts Recognized in Balance Sheet | September 30, 2016 September 25, 2015 Amounts recognized in the consolidated balance sheets consist of: Pension liabilities $ (35,172 ) $ (28,126 ) Net amount recognized $ (35,172 ) $ (28,126 ) Amounts recognized in accumulated other comprehensive loss (before income taxes) consist of: Net actuarial loss $ (28,205 ) $ (21,189 ) Total loss recognized $ (28,205 ) $ (21,189 ) Weighted-average assumptions used to determine pension benefit obligations at year end: Discount rate 3.5 % 4.2 % Rate of compensation increase N/a N/a | |
Schedule of Allocation of Plan Assets | Pension plans have the following weighted-average asset allocations: September 30, 2016 September 25, 2015 Asset Category: Equity securities 52% 59% Debt securities 33% 40% Cash and cash equivalents 15% 1% Total 100% 100% The Company’s asset allocations by level within the fair value hierarchy for the years ended September 30, 2016 and September 25, 2015 , are presented in the table below for the Company’s defined benefit plans. September 30, 2016 September 25, 2015 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Equity securities: U.S. equity securities $ — $ 28,798 $ — $ 28,798 $ 9,635 $ 26,682 $ — $ 36,317 Non-U.S. equity securities — 21,754 — 21,754 — 18,990 — 18,990 Fixed income securities: Government and government agency securities — 7,688 — 7,688 — 17,890 — 17,890 Corporate debt securities — 16,230 — 16,230 — 18,791 — 18,791 Mortgage and other asset-backed securities — 8,454 — 8,454 — 376 — 376 Cash and cash equivalents 15,056 — — 15,056 710 — — 710 Total $ 15,056 $ 82,924 $ — $ 97,980 $ 10,345 $ 82,729 $ — $ 93,074 | |
Schedule of Future Benefit Payments | Benefit payments, which reflect future expected service as appropriate, are expected to be paid in each fiscal year as follows: (in thousands) 2017 $ 4,926 2018 5,338 2019 5,659 2020 6,040 2021 6,358 2022-2026 35,361 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||
Schedule of Basic and Diluted Net Income Per Share | Three Months Ended (in thousands, except per share data) December 30, 2016 December 25, 2015 Basic: Net income $ 17,382 $ 8,572 Weighted-average shares outstanding 62,642 62,466 Basic earnings per share $ 0.28 $ 0.14 Diluted: Net income 17,382 8,572 Weighted-average shares outstanding 62,642 62,466 Effect of dilutive securities: Stock options (1) 3,278 — Weighted-average shares outstanding - Diluted 65,920 62,466 Diluted earnings per share $ 0.26 $ 0.14 (1) Stock option to purchase approximately 3.3 million stock options were outstanding during the three months ended December 30, 2016, but were not included in the calculation of diluted earnings per share as the impact of these options would have been anti-dilutive. | Fiscal Year Ended (in thousands, except per share data) September 30, 2016 September 25, 2015 September 26, 2014 Basic and Diluted Earnings (Loss) per Share Numerator: Net income (loss) $ 58,796 $ (4,955 ) $ (73,948 ) Convertible preferred stock and dividends — — 29,055 Net income (loss) attributable to common stockholders $ 58,796 $ (4,955 ) $ (103,003 ) Basic and Diluted Earnings (Loss) per Share Denominator: Weighted-average shares outstanding - Basic 62,486 62,527 50,998 Weighted-average shares outstanding - Diluted 62,820 62,527 50,998 Earnings (loss) Per Share Available to Common Stockholders Basic $ 0.94 $ (0.08 ) $ (2.02 ) Diluted $ 0.94 $ (0.08 ) $ (2.02 ) |
Stock Incentive Plan (Tables)
Stock Incentive Plan (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Assumptions used in Black-Scholes Option Pricing Model | The assumptions used in the Black-Scholes option pricing model to value the options granted and modified were as follows: Fiscal Year Ended September 30, 2016 September 25, 2015 September 26, 2014 Expected dividend yield — % — % — % Expected volatility 40 % 35 % 55 % Range of risk-free interest rates 0.74% - 1.27% 0.85% - 1.74% 1.23% - 2.09% Range of expected option lives 2.09 - 6.37 years 2.51 - 6.35 years 3.42 - 6.34 years |
Schedule of Stock Option Activity | Stock option activity for the period September 27, 2013 to September 30, 2016 was as follows: (share amounts in thousands) Shares Weighted-Average Exercise Price Aggregate Intrinsic Value Weighted-Average Remaining Contractual Term (in years) Outstanding as of September 27, 2013 6,462 $ 7.30 7.9 Granted 1,828 8.57 9.6 Exercised (77 ) 7.30 $ (140 ) — Forfeited (540 ) 7.30 — Outstanding as of September 26, 2014 7,673 7.59 8.3 Granted 290 9.04 9.5 Exercised (500 ) 7.30 $ (914 ) — Forfeited (717 ) 7.30 — Outstanding as of September 25, 2015 6,746 7.70 7.4 Granted 72 15.79 9.7 Exercised (18 ) 7.95 $ (43 ) — Forfeited (136 ) 8.84 — Outstanding as of September 30, 2016 6,664 7.77 $ 73,095 6.3 Vested as of September 30, 2016 4,260 7.53 $ 47,777 5.8 Shares expected to vest as of September 30, 2016 2,404 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Assets and Liabilities Measured on Recurring Basis | The following table presents the assets and liabilities measured at fair value on a recurring basis as of December 30, 2016 and September 30, 2016 in accordance with the fair value hierarchy: December 30, 2016 September 30, 2016 (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash equivalents $ 56,996 $ — $ — $ 167,006 $ — $ — | The following table presents the assets and liabilities measured at fair value on a recurring basis as of September 30, 2016 and September 25, 2015 in accordance with the fair value hierarchy: September 30, 2016 September 25, 2015 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash equivalents $ 167,006 $ — $ — $ 54,032 $ — $ — |
Schedule of Assets and Liabilities Measured on Non-recurring Basis | The following table presents the assets and liabilities measured at fair value on a non-recurring basis as of September 30, 2016 or September 25, 2015 in accordance with the fair value hierarchy: September 30, 2016 September 25, 2015 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Property, plant and equipment $ — $ — $ — $ — $ — $ 5,500 Assets held for sale — — 6,680 — — 3,313 Goodwill — — — — — — |
Restructuring Charges and Ass45
Restructuring Charges and Asset Impairments (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | ||
Schedule of Restructuring Reserves | The liability for restructuring reserves as of December 30, 2016 is included within accrued and other current liabilities in the Company's condensed consolidated balance sheets as follows: Electrical Raceway Mechanical Products & Solutions (in thousands) Severance Severance Other Total Balance as of September 30, 2016 $ — $ 841 $ 539 $ 1,380 Charges 61 240 88 389 Utilization (19 ) (28 ) (579 ) (626 ) Reversals/exchange rate effects — (54 ) — (54 ) Balance as of December 30, 2016 $ 42 $ 999 $ 48 $ 1,089 | The rollforward of restructuring reserves included as a component of accrued expenses is as follows: Electrical Raceway Mechanical Products & Solutions Corporate (in thousands) Severance Other Severance Other Severance Other Total Balance as of September 27, 2013 $ — $ — $ 1,971 $ — $ — $ — $ 1,971 Charges — — 1,301 — 999 — 2,300 Utilization — — (2,236 ) — (406 ) — (2,642 ) Reversals / exchange rate effects — — (37 ) — — (37 ) Balance as of September 26, 2014 $ — $ — $ 999 $ — $ 593 $ — $ 1,592 Charges — 200 3,680 846 1 62 4,789 Utilization — (200 ) (907 ) (102 ) (577 ) — (1,786 ) Reversals / exchange rate effects — — (55 ) (124 ) (2 ) (1 ) (182 ) Balance as of September 25, 2015 $ — $ — $ 3,717 $ 620 $ 15 $ 61 $ 4,413 Charges 28 — 1,468 2,583 — 199 4,278 Utilization (28 ) — (4,157 ) (2,542 ) (11 ) (260 ) (6,998 ) Reversals / exchange rate effects — — (187 ) (122 ) (4 ) — (313 ) Balance as of September 30, 2016 $ — $ — $ 841 $ 539 $ — $ — $ 1,380 The net restructuring charges included in selling, general and administrative expense were as follows: Fiscal Year Ended (in thousands) September 30, 2016 September 25, 2015 September 26, 2014 Total restructuring charges, net 3,967 4,766 2,263 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Minimum Future Operating Lease Payments | At September 30, 2016 , minimum future operating lease payments in excess of one year are presented in the table below as follows: Minimum future operating lease payments: 2017 $ 8,659 2018 10,002 2019 6,873 2020 6,306 2021 5,368 2022 and thereafter 14,097 Total $ 51,305 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Schedule of Assets Held-for-sale | (in thousands) December 30, 2016 September 30, 2016 Assets held for sale $ 3,313 $ 6,680 | (in thousands) September 30, 2016 September 25, 2015 Assets held for sale $ 6,680 $ 3,313 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Segment Reporting [Abstract] | ||
Schedule of Segment Information | Presented below is a reconciliation of operating segment Adjusted EBITDA to Income before income taxes : Three Months Ended (in thousands) December 30, 2016 December 25, 2015 Operating segment Adjusted EBITDA Electrical Raceway $ 40,318 $ 34,433 Mechanical Products & Solutions 17,577 19,377 Total 57,895 53,810 Unallocated expenses (a) (8,004 ) (5,757 ) Interest expense, net (9,830 ) (9,881 ) Depreciation and amortization (13,628 ) (13,493 ) Loss on extinguishment of debt (9,805 ) — Restructuring & impairments (389 ) (1,294 ) Net periodic pension benefit cost — (110 ) Stock-based compensation (2,720 ) (2,045 ) ABF product liability impact — (212 ) Consulting fee — (875 ) Transaction costs (1,560 ) (655 ) Other 10,930 (5,507 ) Impact of Fence and Sprinkler exit — (811 ) Income before income taxes $ 22,889 $ 13,170 (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. Recorded amounts represent a proportional amount of the quantity of product produced for each segment. Three months ended December 30, 2016 December 25, 2015 (in thousands) External Net Sales Intersegment Sales Adjusted EBITDA External Net Sales Intersegment Sales Adjusted EBITDA Electrical Raceway $ 222,442 $ 521 $ 40,318 $ 223,304 $ 301 $ 34,433 Mechanical Products & Solutions 115,149 29 $ 17,577 135,071 31 $ 19,377 Eliminations — (550 ) — (332 ) Consolidated operations $ 337,591 $ — $ 358,375 $ — | Presented below is a reconciliation of operating segment Adjusted EBITDA to Income (loss) before income taxes : Fiscal Year Ended (in thousands) September 30, 2016 September 25, 2015 September 26, 2014 Operating segment Adjusted EBITDA Electrical Raceway $ 174,588 $ 106,717 $ 86,273 Mechanical Products & Solutions 88,551 79,553 59,941 Total $ 263,139 $ 186,270 $ 146,214 Unallocated expenses (a) (28,137 ) (22,320 ) (19,617 ) Depreciation and amortization (55,017 ) (59,465 ) (58,695 ) Interest expense, net (41,798 ) (44,809 ) (44,266 ) Gain (loss) on extinguishment of debt 1,661 — (43,667 ) Restructuring & impairments (4,096 ) (32,703 ) (46,687 ) Net periodic pension benefit cost (441 ) (578 ) (1,368 ) Stock-based compensation (21,127 ) (13,523 ) (8,398 ) ABF product liability impact (850 ) 216 (2,841 ) Legal settlements (1,382 ) — — Consulting fees (15,425 ) (3,500 ) (4,854 ) Transaction costs (7,832 ) (6,039 ) (5,049 ) Other (1,103 ) (14,305 ) (12,656 ) Impact of Fence and Sprinkler exit (811 ) 2,885 (5,003 ) Income (loss) before income taxes $ 86,781 $ (7,871 ) $ (106,887 ) (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. Recorded amounts represent a proportional amount of the quantity of product produced for each segment. Fiscal year ended September 30, 2016 September 25, 2015 September 26, 2014 (in thousands) External Net Sales Inter- segment Sales Adjusted EBITDA External Net Sales Inter- segment Sales Adjusted EBITDA External Net Sales Inter- segment Sales Adjusted EBITDA Electrical Raceway $ 986,407 $ 1,718 $ 174,588 $ 1,004,683 $ 896 $ 106,717 $ 967,105 $ 661 $ 86,273 Mechanical Products & Solutions 536,977 155 $ 88,551 724,485 277 $ 79,553 735,733 317 $ 59,941 Eliminations — (1,873 ) — (1,173 ) — (978 ) Consolidated operations $ 1,523,384 $ — $ 1,729,168 $ — $ 1,702,838 $ — Capital Expenditures Total Assets (in thousands) September 30, 2016 September 25, 2015 September 26, 2014 September 30, 2016 September 25, 2015 September 26, 2014 Electrical Raceway $ 8,298 $ 12,210 $ 10,873 $ 533,732 $ 590,999 $ 591,098 Mechanical Products & Solutions 6,993 10,918 9,474 375,510 439,037 507,967 Unallocated 1,539 3,721 4,015 255,326 83,763 86,354 Consolidated operations $ 16,830 $ 26,849 $ 24,362 $ 1,164,568 $ 1,113,799 $ 1,185,419 |
Schedule of Long-Lived Assets and Net Sales by Geography | The Company's long-lived assets and net sales by geography were as follows: Long-lived assets Net sales (in thousands) September 30, 2016 September 25, 2015 September 26, 2014 September 30, 2016 September 25, 2015 September 26, 2014 United States $ 204,640 $ 232,566 $ 263,750 $ 1,395,750 $ 1,604,788 $ 1,570,788 Other Americas 175 132 194 40,573 42,136 43,323 Europe 1,295 1,036 1,417 40,246 38,621 38,422 Asia-Pacific 3,826 4,482 5,269 46,815 43,623 50,305 Total $ 209,936 $ 238,216 $ 270,630 $ 1,523,384 $ 1,729,168 $ 1,702,838 | |
Schedule of Net Sales From External Customers by Product Category | The table below shows the amount of net sales from external customers for each of our product categories which accounted for 10 percent or more of our consolidated net sales in any of the last three fiscal years: Fiscal Year Ended (in thousands) September 30, 2016 September 25, 2015 September 26, 2014 Metal Electrical Conduit and Fittings $ 331,187 $ 320,367 $ 300,594 Armored Cable and Fittings 318,279 332,153 341,912 PVC Electrical Conduit & Fittings 258,954 269,808 238,042 Mechanical Pipe 249,811 286,799 282,789 Metal Framing & Fittings 181,954 174,976 176,047 Other 175,383 166,472 170,766 Impact of Fence and Sprinkler 7,816 178,593 192,688 Net sales $ 1,523,384 $ 1,729,168 $ 1,702,838 |
Quarterly Operating Results (49
Quarterly Operating Results (Unaudited) (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Operating Results | The operating results for any quarter are not necessarily indicative of the results of any future period. 2016 2015 (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter First Quarter Second Quarter Third Quarter Fourth Quarter (1) Net sales $ 358,375 $ 353,046 $ 395,724 $ 416,239 $ 426,401 $ 432,586 $ 432,367 $ 437,814 Gross profit 72,409 91,410 111,521 93,342 55,765 67,446 78,748 70,834 Net income (loss) 8,572 14,007 20,645 15,572 (2,762 ) 5,800 19,058 (27,051 ) Net income (loss) per share Basic (2) $ 0.14 $ 0.22 $ 0.33 $ 0.25 $ (0.04 ) $ 0.09 $ 0.30 $ (0.43 ) Diluted (2) 0.14 0.22 0.33 0.24 (0.04 ) 0.09 0.30 (0.43 ) (1) Includes asset impairment and restructuring charges related to our exit from Fence and Sprinkler and the closure of a Philadelphia, Pennsylvania manufacturing facility. See Note 15, "Restructuring Charges and Asset Impairments." (2) The sum of the quarters may not equal the total of the respective year's earnings (loss) per share due to changes in the weighted average shares outstanding throughout the year. |
Basis of Presentation and Sum50
Basis of Presentation and Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands | Jun. 09, 2016$ / sharesshares | May 27, 2016 | Mar. 06, 2014USD ($)shares | Dec. 22, 2010 | Sep. 25, 2015USD ($) |
Class of Stock [Line Items] | |||||
Cumulative dividend paid quarterly | 12.00% | ||||
Payment to redeem shares | $ 250,000 | ||||
Stock split of common stock | 1.37 | ||||
Adjustment to retained earnings | $ 1,303 | ||||
Retained Earnings | |||||
Class of Stock [Line Items] | |||||
Adjustment to retained earnings | 1,303 | ||||
Accounting Standards Update 2016-09 | New Accounting Pronouncement, Early Adoption, Effect | Retained Earnings | |||||
Class of Stock [Line Items] | |||||
Adjustment to retained earnings | $ 1,300 | ||||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Non-binding letter of intent to acquire Common Stock (shares) | shares | 40,300,000 | ||||
Expense related to share redemption | $ 2,000 | ||||
IPO | |||||
Class of Stock [Line Items] | |||||
Public offering price (in dollars per share) | $ / shares | $ 16 | ||||
Shares of common stock issued (shares) | shares | 12,000,000 | ||||
CD&R | |||||
Class of Stock [Line Items] | |||||
Preferred Stock, percentage of outstanding capital stock (on an as-converted basis) | 51.00% | ||||
Atkore International | CD&R | |||||
Class of Stock [Line Items] | |||||
Preferred Stock, percentage of outstanding capital stock (on an as-converted basis) | 80.10% | 51.00% | |||
Common stock, percentage of outstanding capital stock | 49.00% |
Basis of Presentation and Sum51
Basis of Presentation and Summary of Significant Accounting Policies - Estimated Useful Lives (Details) | 12 Months Ended |
Sep. 30, 2016 | |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 40 years |
Building improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Building improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 22 years |
Machinery and production equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Machinery and production equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 20 years |
Support and testing machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Support and testing machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) | Nov. 17, 2014 | Oct. 20, 2014 | Oct. 11, 2013 | Sep. 25, 2015 | Sep. 26, 2014 | Dec. 30, 2016 | Sep. 30, 2016 |
Business Acquisition [Line Items] | |||||||
Aggregate purchase price | $ 30,440,000 | $ 39,787,000 | |||||
Goodwill | 115,829,000 | 114,442,000 | $ 115,829,000 | $ 115,829,000 | |||
Acquisition-related expenses | $ 318,000 | $ 610,000 | |||||
APPI | |||||||
Business Acquisition [Line Items] | |||||||
Aggregate purchase price | $ 6,572,000 | ||||||
Goodwill | $ 1,387,000 | ||||||
SCI | |||||||
Business Acquisition [Line Items] | |||||||
Aggregate purchase price | $ 23,868,000 | ||||||
Goodwill | $ 3,924,000 | ||||||
Amortization period for tax-deductible goodwill | 15 years | ||||||
Contingent consideration (not to exceed) | $ 500,000 | ||||||
Contingent consideration, accrued and other current liabilities | $ 190,000 | ||||||
Expired performance target period | 1 year | ||||||
Ridgeline | |||||||
Business Acquisition [Line Items] | |||||||
Aggregate purchase price | $ 39,787,000 | ||||||
Goodwill | 9,609,000 | ||||||
Acquisition-related expenses | $ 267,000 |
Acquisitions - Net Assets Acqui
Acquisitions - Net Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Nov. 17, 2014 | Oct. 20, 2014 | Oct. 11, 2013 | Dec. 30, 2016 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 |
Fair value of assets acquired and liabilities assumed: | |||||||
Excess purchase price attributed to goodwill acquired | $ 115,829 | $ 115,829 | $ 115,829 | $ 114,442 | |||
APPI | |||||||
Fair value of consideration transferred: | |||||||
Cash consideration | $ 6,572 | ||||||
Fair value of assets acquired and liabilities assumed: | |||||||
Accounts receivable | 1,813 | ||||||
Inventories | 1,850 | ||||||
Intangible assets | 480 | ||||||
Fixed assets | 2,907 | ||||||
Accounts payable | (1,057) | ||||||
Other | (808) | ||||||
Net assets acquired | 5,185 | ||||||
Excess purchase price attributed to goodwill acquired | $ 1,387 | ||||||
SCI | |||||||
Fair value of consideration transferred: | |||||||
Cash consideration | $ 23,837 | ||||||
Fair value of assets acquired and liabilities assumed: | |||||||
Accounts receivable | 4,302 | ||||||
Inventories | 5,500 | ||||||
Intangible assets | 10,600 | ||||||
Fixed assets | 46 | ||||||
Accounts payable | (690) | ||||||
Other | 155 | ||||||
Net assets acquired | 19,913 | ||||||
Excess purchase price attributed to goodwill acquired | $ 3,924 | ||||||
Ridgeline | |||||||
Fair value of consideration transferred: | |||||||
Cash consideration | $ 39,787 | ||||||
Fair value of assets acquired and liabilities assumed: | |||||||
Accounts receivable | 3,445 | ||||||
Inventories | 2,510 | ||||||
Intangible assets | 15,890 | ||||||
Fixed assets | 10,551 | ||||||
Accounts payable | (2,218) | ||||||
Net assets acquired | 30,178 | ||||||
Excess purchase price attributed to goodwill acquired | $ 9,609 |
Acquisitions - Fair Value of Am
Acquisitions - Fair Value of Amortizable Intangible Assets (Details) - USD ($) $ in Thousands | Nov. 17, 2014 | Oct. 20, 2014 | Oct. 11, 2013 |
APPI | |||
Amortizable intangible assets: | |||
Fair Value | $ 480 | ||
APPI | Customer relationships | |||
Amortizable intangible assets: | |||
Fair Value | $ 300 | ||
Weighted Average Useful Life (Years) | 10 years | ||
APPI | Other | |||
Amortizable intangible assets: | |||
Fair Value | $ 180 | ||
Weighted Average Useful Life (Years) | 4 years | ||
SCI | |||
Amortizable intangible assets: | |||
Fair Value | $ 10,600 | ||
SCI | Customer relationships | |||
Amortizable intangible assets: | |||
Fair Value | $ 7,900 | ||
Weighted Average Useful Life (Years) | 8 years | ||
SCI | Other | |||
Amortizable intangible assets: | |||
Fair Value | $ 2,700 | ||
Weighted Average Useful Life (Years) | 14 years | ||
Ridgeline | |||
Amortizable intangible assets: | |||
Fair Value | $ 15,890 | ||
Ridgeline | Customer relationships | |||
Amortizable intangible assets: | |||
Fair Value | $ 15,600 | ||
Weighted Average Useful Life (Years) | 10 years | ||
Ridgeline | Other | |||
Amortizable intangible assets: | |||
Fair Value | $ 290 | ||
Weighted Average Useful Life (Years) | 2 years |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - Investor - USD ($) | Apr. 08, 2014 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 |
CD&R and Tyco | Consulting Fees | |||||
Related Party Transaction [Line Items] | |||||
Annual consulting fee | $ 6,000,000 | ||||
CD&R | Consulting and Termination Fees | |||||
Related Party Transaction [Line Items] | |||||
Related party fees | $ 15,425,000 | $ 3,500,000 | $ 4,854,000 | ||
CD&R | Consulting Fees | |||||
Related Party Transaction [Line Items] | |||||
Annual consulting fee | $ 3,500,000 | ||||
CD&R | Termination Fee | |||||
Related Party Transaction [Line Items] | |||||
Related party fees | $ 12,800,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - Related Party and Affiliates $ in Thousands | 12 Months Ended |
Sep. 26, 2014USD ($) | |
Tyco and affiliates | |
Related Party Transaction [Line Items] | |
Net sales | $ 5,933 |
Cost of sales | 4,943 |
CD&R affiliates | |
Related Party Transaction [Line Items] | |
Net sales | 105,681 |
Cost of sales | $ 78,019 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Thousands | Dec. 30, 2016 | Sep. 30, 2016 | Sep. 25, 2015 |
Inventory Disclosure [Abstract] | |||
Purchased materials and manufactured parts, net | $ 47,754 | $ 42,562 | |
Work in process, net | 17,082 | 13,360 | |
Finished goods, net | 115,062 | 111,743 | |
LIFO reserve | (18,433) | (5,741) | |
Inventories, net | $ 178,836 | $ 161,465 | $ 161,924 |
Inventories, Net - Narrative (D
Inventories, Net - Narrative (Details) - USD ($) $ in Thousands | Dec. 30, 2016 | Sep. 30, 2016 | Sep. 25, 2015 |
Inventory Disclosure [Abstract] | |||
Inventories at lower of LIFO cost or market | 82.00% | 87.00% | 80.00% |
Excess and obsolete inventory reserve | $ 8,050 | $ 8,447 | $ 10,201 |
Property, Plant and Equipment59
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 30, 2016 | Sep. 30, 2016 | Sep. 25, 2015 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 372,637 | $ 373,717 | $ 365,000 |
Accumulated depreciation | (174,575) | (171,025) | (140,716) |
Property, plant and equipment, net | 198,062 | 202,692 | 224,284 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 13,294 | 12,804 | 13,294 |
Buildings and related improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 103,322 | 103,256 | 104,315 |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 244,532 | 245,011 | 231,237 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 6,217 | 6,498 | 5,572 |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 5,272 | $ 6,148 | $ 10,582 |
Property, Plant and Equipment -
Property, Plant and Equipment - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 30, 2016 | Dec. 25, 2015 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Property, Plant and Equipment [Abstract] | |||||
Depreciation expense | $ 8,039 | $ 7,976 | $ 32,779 | $ 37,362 | $ 37,837 |
Goodwill and Intangible Asset61
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) | 12 Months Ended | ||||||
Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | Dec. 30, 2016 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Goodwill [Line Items] | |||||||
Goodwill | $ 162,753,000 | $ 162,753,000 | $ 162,753,000 | $ 157,442,000 | |||
Accumulated impairment losses | (46,924,000) | (46,924,000) | (46,924,000) | (43,000,000) | |||
Total | $ 115,829,000 | $ 114,442,000 | $ 114,442,000 | 115,829,000 | 115,829,000 | 115,829,000 | 114,442,000 |
Goodwill [Roll Forward] | |||||||
Beginning balance | 115,829,000 | 114,442,000 | |||||
Goodwill acquired during year | 5,311,000 | ||||||
Impairment losses | 0 | (3,924,000) | |||||
Ending balance | 115,829,000 | 115,829,000 | 114,442,000 | ||||
Electrical Raceway | |||||||
Goodwill [Line Items] | |||||||
Goodwill | 80,564,000 | 80,564,000 | 80,564,000 | 75,253,000 | |||
Accumulated impairment losses | (3,924,000) | (3,924,000) | (3,924,000) | 0 | |||
Total | 76,640,000 | 75,253,000 | 75,253,000 | 76,640,000 | 76,640,000 | 76,640,000 | 75,253,000 |
Goodwill [Roll Forward] | |||||||
Beginning balance | 76,640,000 | 75,253,000 | |||||
Goodwill acquired during year | 5,311,000 | ||||||
Impairment losses | (3,924,000) | ||||||
Ending balance | 76,640,000 | 76,640,000 | 75,253,000 | ||||
Mechanical Products & Solutions | |||||||
Goodwill [Line Items] | |||||||
Goodwill | 82,189,000 | 82,189,000 | 82,189,000 | 82,189,000 | |||
Accumulated impairment losses | (43,000,000) | (43,000,000) | (43,000,000) | (43,000,000) | |||
Total | 39,189,000 | 39,189,000 | 39,189,000 | $ 39,189,000 | $ 39,189,000 | $ 39,189,000 | $ 39,189,000 |
Goodwill [Roll Forward] | |||||||
Beginning balance | 39,189,000 | 39,189,000 | |||||
Goodwill acquired during year | 0 | ||||||
Impairment losses | 0 | (43,000,000) | |||||
Ending balance | $ 39,189,000 | $ 39,189,000 | $ 39,189,000 |
Goodwill and Intangible Asset62
Goodwill and Intangible Assets - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||
Dec. 30, 2016USD ($) | Dec. 25, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 25, 2015USD ($) | Sep. 26, 2014USD ($)asset | |
Indefinite-lived Intangible Assets [Line Items] | |||||
Non-cash impairment | $ 0 | $ 3,924,000 | |||
Amortization expense | $ 5,589,000 | $ 5,517,000 | $ 22,238,000 | 22,103,000 | $ 20,857,000 |
MP&S | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Non-cash impairment | $ 0 | $ 43,000,000 | |||
Trade names | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Number of impaired trade names | asset | 2 | ||||
Non-cash impairment charge | $ 939,000 | ||||
Minimum | Customer relationships | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Useful life | 6 years | ||||
Minimum | Other intangible assets | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Useful life | 2 years | ||||
Maximum | Customer relationships | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Useful life | 14 years | ||||
Maximum | Other intangible assets | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Useful life | 20 years |
Goodwill and Intangible Asset63
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 30, 2016 | Sep. 30, 2016 | Sep. 25, 2015 | |
Amortizable intangible assets: | |||
Gross Carrying Value | $ 266,188 | $ 266,188 | $ 266,188 |
Accumulated Amortization | (110,719) | (105,131) | (82,893) |
Net Carrying Value | 155,469 | 161,057 | 183,295 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Gross Carrying Value | 360,068 | 360,068 | 360,068 |
Net Carrying Value | 249,349 | 254,937 | 277,175 |
Trade names | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Gross Carrying Value/Net Carrying Value | 93,880 | 93,880 | 93,880 |
Customer relationships | |||
Amortizable intangible assets: | |||
Gross Carrying Value | 249,245 | 249,245 | 249,245 |
Accumulated Amortization | (102,668) | (97,484) | (77,112) |
Net Carrying Value | $ 146,577 | $ 151,761 | 172,133 |
Customer relationships | Weighted Average | |||
Amortizable intangible assets: | |||
Weighted Average Useful Life (Years) | 12 years | 12 years | |
Other | |||
Amortizable intangible assets: | |||
Gross Carrying Value | $ 16,943 | $ 16,943 | 16,943 |
Accumulated Amortization | (8,051) | (7,647) | (5,781) |
Net Carrying Value | $ 8,892 | $ 9,296 | $ 11,162 |
Other | Weighted Average | |||
Amortizable intangible assets: | |||
Weighted Average Useful Life (Years) | 7 years | 7 years |
Goodwill and Intangible Asset64
Goodwill and Intangible Assets - Expected Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 30, 2016 | Sep. 30, 2016 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remainder of fiscal year 2017 | $ 16,228 | |
2,017 | $ 21,817 | |
2,018 | 21,399 | 21,399 |
2,019 | 21,235 | 21,235 |
2,020 | 21,256 | 21,256 |
2,021 | 20,558 | 20,558 |
Thereafter | $ 54,792 | |
2,022 | 19,746 | |
After year six | $ 35,047 |
Accrued and Other Current Lia65
Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 30, 2016 | Sep. 30, 2016 | Sep. 25, 2015 |
Payables and Accruals [Abstract] | |||
Accrued compensation and employee benefits | $ 17,078 | $ 34,331 | $ 31,146 |
Accrued transportation costs | 8,835 | 12,348 | 13,627 |
Accrued interest | 495 | 0 | 9,890 |
Deferred gain on sale of investment | 9,088 | 9,088 | 9,121 |
Product liability | 1,550 | 1,550 | 2,700 |
Accrued professional services | 6,005 | 7,038 | 6,535 |
Accrued restructuring | 1,089 | 1,380 | 4,413 |
Other | 22,035 | 21,376 | 19,840 |
Accrued and other current liabilities | $ 66,175 | $ 87,111 | $ 97,272 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 30, 2016 | Sep. 30, 2016 | Sep. 25, 2015 |
Debt Instrument [Line Items] | |||
Deferred financing costs | $ (5,003) | $ (8,347) | $ (11,622) |
Other | 0 | 1,644 | |
Total debt | 493,747 | 630,313 | 652,208 |
Less: Current portion | 4,228 | 1,267 | 2,864 |
Long-term debt | 489,519 | 629,046 | 649,344 |
Secured Debt | New first lien loan due December 22, 2023 | |||
Debt Instrument [Line Items] | |||
Term Loan Facilities | 498,750 | 0 | |
Secured Debt | First lien loan due April 9, 2021 | |||
Debt Instrument [Line Items] | |||
Term Loan Facilities | 0 | 409,200 | 414,150 |
Secured Debt | Second lien loan due October 9, 2021 | |||
Debt Instrument [Line Items] | |||
Term Loan Facilities | $ 0 | $ 229,460 | $ 248,036 |
Debt - Term Loan Facilities - N
Debt - Term Loan Facilities - Narrative (Details) - USD ($) | Dec. 22, 2016 | Jan. 22, 2016 | Apr. 09, 2014 | Dec. 30, 2016 | Dec. 25, 2015 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 |
Debt Instrument [Line Items] | ||||||||
Gain extinguishment of debt | $ (9,805,000) | $ 0 | $ 1,661,000 | $ 0 | $ (43,667,000) | |||
Repayments of secured debt | 637,350,000 | $ 1,050,000 | 22,175,000 | $ 4,200,000 | $ 438,558,000 | |||
Secured Debt | Atkore International | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of secured debt | $ 155,000,000 | |||||||
Secured Debt | Atkore International | New first lien loan due December 22, 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit agreement | $ 500,000,000 | |||||||
Redemption price | 99.75% | |||||||
Secured Debt | Atkore International | New first lien loan due December 22, 2023 | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin | 3.00% | |||||||
Amortization of debt discount (premium) | $ 0.01 | |||||||
Secured Debt | Atkore International | New first lien loan due December 22, 2023 | Alternate Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin | 2.00% | |||||||
Secured Debt | Atkore International | First Lien Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit agreement | $ 420,000,000 | |||||||
Redemption price | 99.50% | |||||||
Approximate fair value | $ 503,750,000 | 411,084,000 | ||||||
Secured Debt | Atkore International | First Lien Term Loan Facility | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin | 3.50% | |||||||
LIBOR floor | 1.00% | |||||||
Secured Debt | Atkore International | Second Lien Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit agreement | $ 250,000,000 | |||||||
Redemption price | 99.00% | |||||||
Gain extinguishment of debt | 1,661,000 | |||||||
Approximate fair value | $ 231,092,000 | |||||||
Secured Debt | Atkore International | Second Lien Term Loan Facility | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin | 6.75% | |||||||
LIBOR floor | 1.00% | |||||||
Secured Debt | Atkore International | Redemption at 89.00% | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt redeemed | $ 17,000,000 | |||||||
Redemption percentage of par value | 89.00% | |||||||
Secured Debt | Atkore International | Redemption at 89.75% | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt redeemed | $ 2,000,000 | |||||||
Redemption percentage of par value | 89.75% |
Debt - ABL Credit Facility - Na
Debt - ABL Credit Facility - Narrative (Details) - Atkore International - ABL Credit Facility - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 30, 2016 | Sep. 30, 2016 | Sep. 25, 2015 | |
Line of Credit | |||
Debt Instrument [Line Items] | |||
Aggregate commitments | $ 325,000,000 | $ 325,000,000 | |
Credit availability | $ 180,953,000 | $ 206,917,000 | $ 255,755,000 |
Borrowing base percentage of eligible accounts receivable | 85.00% | 85.00% | |
Borrowing base percentage of eligible inventory (plus) | 80.00% | 80.00% | |
Borrowing base percentage of inventory subject to certain limitations | 85.00% | ||
Borrowings outstanding | $ 0 | $ 0 | |
Line of Credit | LIBOR | Minimum | |||
Debt Instrument [Line Items] | |||
Applicable margin | 1.50% | ||
Line of Credit | LIBOR | Maximum | |||
Debt Instrument [Line Items] | |||
Applicable margin | 2.00% | ||
Line of Credit | Alternate Base Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Applicable margin | 0.50% | ||
Line of Credit | Alternate Base Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Applicable margin | 1.00% | ||
US Denominated Line of Credit | LIBOR | Minimum | |||
Debt Instrument [Line Items] | |||
Applicable margin | 1.25% | ||
US Denominated Line of Credit | LIBOR | Maximum | |||
Debt Instrument [Line Items] | |||
Applicable margin | 1.75% | ||
US Denominated Line of Credit | Alternate Base Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Applicable margin | 0.25% | ||
US Denominated Line of Credit | Alternate Base Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Applicable margin | 0.75% | ||
Canadian Denominated | Prime Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Applicable margin | 0.25% | ||
Canadian Denominated | Prime Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Applicable margin | 0.75% | ||
Canadian Denominated | Bankers Acceptance Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Applicable margin | 1.25% | ||
Canadian Denominated | Bankers Acceptance Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Applicable margin | 1.75% |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) from Continuing Operations and Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 30, 2016 | Dec. 25, 2015 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Components of income (loss) before income taxes: | |||||
United States | $ 78,016 | $ (11,739) | $ (107,722) | ||
Non-U.S | 8,765 | 3,868 | 835 | ||
Income (loss) before income taxes | $ 22,889 | $ 13,170 | 86,781 | (7,871) | (106,887) |
United States: | |||||
Federal | 18,748 | (2,017) | 195 | ||
State | 4,655 | 1,562 | 1,502 | ||
Non-U.S: | 2,026 | 1,189 | 1,874 | ||
Current income tax expense (benefit) | 25,429 | 734 | 3,571 | ||
United States: | |||||
Federal | 642 | (3,721) | (31,690) | ||
State | 1,872 | (929) | (2,925) | ||
Non-U.S: | 42 | 1,000 | (1,895) | ||
Deferred income tax expense (benefit) | (357) | 4,549 | 2,556 | (3,650) | (36,510) |
Income tax expense (benefit) | $ 5,507 | $ 4,598 | $ 27,985 | $ (2,916) | $ (32,939) |
Income Taxes - Differences Betw
Income Taxes - Differences Between Federal Income Tax Rate and Effective Income Tax Rate (Details) | 3 Months Ended | 12 Months Ended | |||
Dec. 30, 2016 | Dec. 25, 2015 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Income Tax Disclosure [Abstract] | |||||
Statutory federal tax | 35.00% | 35.00% | 35.00% | ||
Adjustments to reconcile to the effective income tax rate: | |||||
State income taxes | 5.00% | 1.00% | 2.00% | ||
Nondeductible expenses | 2.00% | (7.00%) | (1.00%) | ||
Valuation allowance | 1.00% | (15.00%) | 0.00% | ||
Foreign rate differential | (2.00%) | 3.00% | 0.00% | ||
U.S. tax effects of unremitted foreign earnings | 0.00% | 0.00% | 2.00% | ||
Nondeductible goodwill impairment | 0.00% | 0.00% | (11.00%) | ||
Domestic Manufacturing Deduction | (3.00%) | (0.00%) | (0.00%) | ||
Finalization of Federal audits | 0.00% | 0.00% | 4.00% | ||
Prior period adjustments | 0.00% | (2.00%) | 0.00% | ||
Indemnified uncertain tax benefits | (5.00%) | 22.00% | (0.00%) | ||
Other | (1.00%) | 0.00% | 0.00% | ||
Effective income tax rate | 24.10% | 34.90% | 32.00% | 37.00% | 31.00% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | Sep. 27, 2013 | |
Operating Loss Carryforwards [Line Items] | ||||
Tax benefit from release of indemnified uncertain tax positions | $ 4,332 | $ 1,779 | ||
Tax benefit for manufacturing deduction | 2,805 | |||
State income tax expense | 4,625 | |||
Non-deductible transaction costs | 1,685 | |||
Nondeductible goodwill impairment | $ 34,577 | |||
Goodwill impairment deductible for tax purposes | 8,423 | |||
Unrecognized tax benefits | 3,803 | 8,101 | 10,242 | $ 14,164 |
Accrued interest and penalties | 3,035 | 5,497 | ||
Decrease in unrecognized tax benefits | 4,360 | 2,210 | 4,056 | |
Unrecognized tax benefit related to prior period adjustments | 62 | 69 | 134 | |
Deferred tax benefit related to reversed deferred tax liability | 2,069 | |||
Undistributed income | 26,749 | |||
Other Deferred Tax Assets | ||||
Operating Loss Carryforwards [Line Items] | ||||
Released valuation allowance | 1,360 | |||
Tyco | Income Tax Liabilities | ||||
Operating Loss Carryforwards [Line Items] | ||||
Offsetting receivable | 5,915 | |||
Tyco | ||||
Operating Loss Carryforwards [Line Items] | ||||
Decrease in unrecognized tax benefits | 4,360 | 2,210 | ||
Decrease in uncertain tax positions related to accrued penalties and interest | 2,458 | $ 596 | ||
Unrecognized tax benefit related to prior period adjustments | 3,809 | |||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carrying forwards | 67,790 | |||
State | Tyco | ||||
Operating Loss Carryforwards [Line Items] | ||||
Unrecognized tax benefit related to state tax filing positions | $ 150 | |||
Non-U.S. | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carrying forwards | $ 37,369 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Income Tax Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 25, 2015 |
Deferred tax assets: | ||
Accrued liabilities and reserves | $ 50,221 | $ 32,494 |
Tax loss and credit carryforwards | 14,138 | 18,699 |
Postretirement benefits | 14,232 | 11,481 |
Inventory | 6,526 | 18,481 |
Other | 1,320 | 2,425 |
Deferred tax assets | 86,437 | 83,580 |
Deferred tax liabilities: | ||
Property, plant and equipment | (12,785) | (8,458) |
Intangible assets | (70,037) | (74,649) |
Loss on investment | (5,151) | (4,248) |
Other | (1,695) | (2,163) |
Deferred tax liabilities | (89,668) | (89,518) |
Net deferred tax liability before valuation allowance | (3,231) | (5,938) |
Valuation allowance | (8,658) | (7,532) |
Net deferred tax liability | $ (11,889) | $ (13,470) |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 8,101 | $ 10,242 | $ 14,164 |
Additions based on tax positions related to prior years | 62 | 69 | 134 |
Settlements | (4,360) | (2,210) | (4,056) |
Ending balance | $ 3,803 | $ 8,101 | $ 10,242 |
Postretirement Benefits - Net P
Postretirement Benefits - Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 30, 2016 | Dec. 25, 2015 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | |||||
Net periodic benefit cost | $ 0 | $ 110 | $ 441 | $ 578 | $ 1,368 |
Pension Plan | |||||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | |||||
Service cost | 512 | 474 | 1,894 | 2,509 | 2,783 |
Interest cost | 948 | 1,036 | 4,143 | 4,784 | 4,850 |
Expected return on plan assets | (1,650) | (1,580) | (6,318) | (6,803) | (6,265) |
Amortization of actuarial loss | 326 | 180 | 722 | 88 | 0 |
Net periodic benefit cost | $ 136 | $ 110 | $ 441 | $ 578 | $ 1,368 |
Weighted-average assumptions used to determine net periodic pension cost during the period: | |||||
Discount rate | 4.20% | 4.20% | 4.60% | ||
Expected return on plan assets | 7.00% | 7.00% | 7.00% |
Postretirement Benefits - Amoun
Postretirement Benefits - Amounts Amortized from AOCL (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Amortization of actuarial loss | $ 722 | $ 88 | $ 0 |
Postretirement Benefits - Narra
Postretirement Benefits - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | Dec. 30, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plans expense | $ 2,817 | $ 2,741 | $ 3,162 | |
Multi-employer Pension Plan | ||||
Multiemployer Plans [Line Items] | ||||
Liability | 6,507 | 6,778 | $ 6,438 | |
Pension Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net actuarial loss amortized from AOCL into net periodic benefit cost over next fiscal year | 1,303 | |||
Employer contributions | 411 | $ 1,103 | ||
Estimated employer contributions in next fiscal year | $ 575 | |||
Pension Plan | Equity securities | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Policy target allocation | 60.00% | |||
Pension Plan | Debt securities | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Policy target allocation | 40.00% |
Postretirement Benefits - Chang
Postretirement Benefits - Change in Benefit Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 30, 2016 | Dec. 25, 2015 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Amounts recognized in the consolidated balance sheets consist of: | |||||
Pension liabilities | $ (34,935) | $ (35,172) | $ (28,126) | ||
Pension Plan | |||||
Change in benefit obligations: | |||||
Beginning balance, Benefit obligations | 133,152 | $ 121,200 | 121,200 | 116,648 | |
Service cost | 512 | 474 | 1,894 | 2,509 | $ 2,783 |
Interest cost | 948 | 1,036 | 4,143 | 4,784 | 4,850 |
Actuarial loss | 10,542 | 1,542 | |||
Benefits and administrative expenses paid | (4,627) | (4,283) | |||
Ending balance, Benefit obligations | 133,152 | 121,200 | 116,648 | ||
Change in plan assets: | |||||
Beginning balance, Fair value of plan assets | $ 97,980 | $ 93,074 | 93,074 | 99,820 | |
Actual return on plan assets | 9,122 | (3,566) | |||
Employer contributions | 411 | 1,103 | |||
Benefits and administrative expenses paid | (4,627) | (4,283) | |||
Ending balance, Fair value of plan assets | 97,980 | 93,074 | $ 99,820 | ||
Funded status at end of period | (35,172) | ||||
Amounts recognized in the consolidated balance sheets consist of: | |||||
Pension liabilities | (35,172) | (28,126) | |||
Net amount recognized | (35,172) | (28,126) | |||
Amounts recognized in accumulated other comprehensive loss (before income taxes) consist of: | |||||
Net actuarial loss | (28,205) | (21,189) | |||
Total loss recognized | $ (28,205) | $ (21,189) | |||
Weighted-average assumptions used to determine pension benefit obligations at year end: | |||||
Discount rate | 3.50% | 4.20% |
Postretirement Benefits - Weigh
Postretirement Benefits - Weighted-Average Asset Allocations (Details) - Pension Plan | Sep. 30, 2016 | Sep. 25, 2015 |
Defined Benefit Plan Disclosure [Line Items] | ||
Plan asset allocations | 100.00% | 100.00% |
Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Plan asset allocations | 52.00% | 59.00% |
Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Plan asset allocations | 33.00% | 40.00% |
Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Plan asset allocations | 15.00% | 1.00% |
Postretirement Benefits - Asset
Postretirement Benefits - Asset Allocations by Fair Value Hierarchy (Details) - Pension Plan - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 97,980 | $ 93,074 | $ 99,820 |
Fixed income securities: Government and government agency securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 7,688 | 17,890 | |
Fixed income securities: Corporate debt securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 16,230 | 18,791 | |
Fixed income securities: Mortgage and other asset-backed securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 8,454 | 376 | |
Cash and cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 15,056 | 710 | |
Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 15,056 | 10,345 | |
Level 1 | Fixed income securities: Government and government agency securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Level 1 | Fixed income securities: Corporate debt securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Level 1 | Fixed income securities: Mortgage and other asset-backed securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Level 1 | Cash and cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 15,056 | 710 | |
Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 82,924 | 82,729 | |
Level 2 | Fixed income securities: Government and government agency securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 7,688 | 17,890 | |
Level 2 | Fixed income securities: Corporate debt securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 16,230 | 18,791 | |
Level 2 | Fixed income securities: Mortgage and other asset-backed securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 8,454 | 376 | |
Level 2 | Cash and cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Level 3 | Fixed income securities: Government and government agency securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Level 3 | Fixed income securities: Corporate debt securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Level 3 | Fixed income securities: Mortgage and other asset-backed securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Level 3 | Cash and cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
U.S. equity securities | Equity securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 28,798 | 36,317 | |
U.S. equity securities | Level 1 | Equity securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 9,635 | |
U.S. equity securities | Level 2 | Equity securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 28,798 | 26,682 | |
U.S. equity securities | Level 3 | Equity securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Non-U.S. equity securities | Equity securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 21,754 | 18,990 | |
Non-U.S. equity securities | Level 1 | Equity securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Non-U.S. equity securities | Level 2 | Equity securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 21,754 | 18,990 | |
Non-U.S. equity securities | Level 3 | Equity securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 0 | $ 0 |
Postretirement Benefits - Futur
Postretirement Benefits - Future Expected Benefit Payments (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Compensation and Retirement Disclosure [Abstract] | |
2,017 | $ 4,926 |
2,018 | 5,338 |
2,019 | 5,659 |
2,020 | 6,040 |
2,021 | 6,358 |
2022-2026 | $ 35,361 |
Common and Preferred Stock (Det
Common and Preferred Stock (Details) $ / shares in Units, $ in Thousands | Apr. 09, 2014USD ($)$ / sharesshares | Dec. 22, 2010 | Sep. 26, 2014USD ($) | Dec. 30, 2016shares | Sep. 30, 2016voteshares | Sep. 25, 2015shares |
Noncontrolling Interest [Line Items] | ||||||
Common stock authorized (shares) | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||
Common stock shares issued (shares) | 63,088,752 | 62,458,367 | 62,453,437 | |||
Common stock, number of votes per share | vote | 1 | |||||
Common stock shares outstanding (shares) | 63,088,752 | 62,458,367 | 62,453,437 | |||
Cumulative dividend paid quarterly | 12.00% | |||||
Conversion of preferred stock (shares) | 452,630,000 | |||||
Participating Dividends | $ | $ 0 | |||||
Preferred Dividends Liquidation preference (in dollars per share) | $ / shares | $ 1 | |||||
CD&R | ||||||
Noncontrolling Interest [Line Items] | ||||||
Participating Dividends | $ | $ 146,630 | |||||
CD&R | ||||||
Noncontrolling Interest [Line Items] | ||||||
Outstanding capital stock (on an as-converted basis) | 51.00% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 30, 2016 | Sep. 30, 2016 | Jun. 24, 2016 | Mar. 25, 2016 | Dec. 25, 2015 | Sep. 25, 2015 | Jun. 26, 2015 | Mar. 27, 2015 | Dec. 26, 2014 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Basic and Diluted Earnings (Loss) per Share Numerator: | ||||||||||||
Net income (loss) | $ 17,382 | $ 15,572 | $ 20,645 | $ 14,007 | $ 8,572 | $ (27,051) | $ 19,058 | $ 5,800 | $ (2,762) | $ 58,796 | $ (4,955) | $ (73,948) |
Convertible preferred stock and dividends | 0 | 0 | 29,055 | |||||||||
Net income (loss) attributable to common stockholders | $ 58,796 | $ (4,955) | $ (103,003) | |||||||||
Basic and Diluted Earnings (Loss) per Share Denominator: | ||||||||||||
Weighted-average shares outstanding - Basic (shares) | 62,642 | 62,466 | 62,486 | 62,527 | 50,998 | |||||||
Effect of diluted securities: Stock options | 3,278 | 0 | ||||||||||
Weighted-average shares outstanding - Diluted (shares) | 65,920 | 62,466 | 62,820 | 62,527 | 50,998 | |||||||
Net income (loss) per share | ||||||||||||
Basic (in dollars per share) | $ 0.28 | $ 0.25 | $ 0.33 | $ 0.22 | $ 0.14 | $ (0.43) | $ 0.30 | $ 0.09 | $ (0.04) | $ 0.94 | $ (0.08) | $ (2.02) |
Diluted (in dollars per share) | $ 0.26 | $ 0.24 | $ 0.33 | $ 0.22 | $ 0.14 | $ (0.43) | $ 0.30 | $ 0.09 | $ (0.04) | $ 0.94 | $ (0.08) | $ (2.02) |
Stock Options | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||
Antidilutive securities excluded from computation of earnings per share | 3,300 |
Stock Incentive Plan - Narrativ
Stock Incentive Plan - Narrative (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Jul. 27, 2016USD ($)employee | Dec. 31, 2015$ / sharesshares | Apr. 30, 2015$ / sharesshares | Dec. 30, 2016USD ($) | Dec. 25, 2015USD ($) | Sep. 30, 2016USD ($)shares | Sep. 25, 2015USD ($)shares | Sep. 26, 2014USD ($)shares | Jun. 10, 2016shares | Jun. 09, 2016$ / shares | Sep. 27, 2013shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Reclassified from non-current liabilities to additional-paid-in-capital | $ 43,870 | $ (3,638) | |||||||||
Options outstanding and issued (shares) | shares | 6,664 | 6,746 | 7,673 | 6,462 | |||||||
Compensation expense | $ 2,720 | $ 2,045 | $ 21,127 | $ 13,523 | $ 8,398 | ||||||
Options exercised (shares) | shares | 18 | 500 | 77 | ||||||||
Unrecognized compensation expense | $ 17,161 | ||||||||||
Stock Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Life of options and rights | 10 years | ||||||||||
Cash paid to settle options exercised | $ 43 | $ 914 | $ 140 | ||||||||
Weighted-average period | 2 years 1 month 17 days | ||||||||||
Stock Rights | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Life of options and rights | 10 years | ||||||||||
Restricted Stock Units (RSUs) [Member] | Board of Directors | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares issued (shares) | shares | 23 | 11 | |||||||||
Grant date fair value (in dollars per share) | $ / shares | $ 13.14 | $ 9.12 | |||||||||
Stock Incentive Plan | Stock Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 5 years | ||||||||||
Omnibus Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common Stock reserved for future issuance (shares) | shares | 3,800 | ||||||||||
Reclassified from non-current liabilities to additional-paid-in-capital | $ 43,870 | ||||||||||
Number of employees affected by modification | employee | 63 | ||||||||||
Additional expense | $ 2,400 | ||||||||||
Omnibus Incentive Plan | Stock Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 3 years | ||||||||||
Additional Paid-in Capital | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Reclassified from non-current liabilities to additional-paid-in-capital | $ 43,870 | $ (3,638) | |||||||||
IPO | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Public offering price (in dollars per share) | $ / shares | $ 16 |
Stock Incentive Plan - Assumpti
Stock Incentive Plan - Assumptions (Details) - Stock Options | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 40.00% | 35.00% | 55.00% |
Range of risk free interest rates, minimum | 0.74% | 0.85% | 1.23% |
Range of risk free interest rates, maximum | 1.27% | 1.74% | 2.09% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of expected option lives | 2 years 1 month 2 days | 2 years 6 months 4 days | 3 years 5 months 1 day |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of expected option lives | 6 years 4 months 13 days | 6 years 4 months 6 days | 6 years 4 months 2 days |
Stock Incentive Plan - Options
Stock Incentive Plan - Options Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | Sep. 27, 2013 | |
Shares | ||||
Outstanding, beginning balance (shares) | 6,746 | 7,673 | 6,462 | |
Granted (shares) | 72 | 290 | 1,828 | |
Exercised (shares) | (18) | (500) | (77) | |
Forfeited (shares) | (136) | (717) | (540) | |
Outstanding, ending balance (shares) | 6,664 | 6,746 | 7,673 | 6,462 |
Vested (shares) | 4,260 | |||
Shares expected to vest (shares) | 2,404 | |||
Weighted-Average Exercise Price | ||||
Outstanding, beginning balance (in dollars per share) | $ 7.70 | $ 7.59 | $ 7.30 | |
Granted (in dollars per share) | 15.79 | 9.04 | 8.57 | |
Exercised (in dollars per share) | 7.95 | 7.30 | 7.30 | |
Forfeited (in dollars per share) | 8.84 | 7.30 | 7.30 | |
Outstanding, ending balance (in dollars per share) | 7.77 | $ 7.70 | $ 7.59 | $ 7.30 |
Vested (in dollars per share) | $ 7.53 | |||
Stock Options, Additional Disclosures | ||||
Exercised, Aggregate Intrinsic Value | $ (43) | $ (914) | $ (140) | |
Outstanding, Aggregate Intrinsic Value | 73,095 | |||
Vested, Aggregate Intrinsic Value | $ 47,777 | |||
Outstanding, Weighted-Average Remaining Contractual Term (in years) | 6 years 3 months 7 days | 7 years 4 months 24 days | 8 years 3 months 11 days | 7 years 10 months 24 days |
Granted, Weighted-Average Remaining Contractual Term (in years) | 9 years 8 months 12 days | 9 years 6 months | 9 years 6 months 22 days | |
Vested, Weighted-Average Remaining Contractual Term (in years) | 5 years 9 months |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 25, 2015 | Dec. 30, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Goodwill | $ 0 | ||
Non-cash impairment | $ 0 | 3,924,000 | |
Recurring | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 167,006,000 | 54,032,000 | $ 56,996,000 |
Recurring | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | 0 | 0 |
Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured on Non-recurring Basis (Details) - USD ($) | Sep. 30, 2016 | Sep. 25, 2015 |
Assets | ||
Goodwill | $ 0 | |
Non-recurring | Level 1 | ||
Assets | ||
Property, plant and equipment | $ 0 | 0 |
Assets held for sale | 0 | 0 |
Goodwill | 0 | 0 |
Non-recurring | Level 2 | ||
Assets | ||
Property, plant and equipment | 0 | 0 |
Assets held for sale | 0 | 0 |
Goodwill | 0 | 0 |
Non-recurring | Level 3 | ||
Assets | ||
Property, plant and equipment | 0 | 5,500,000 |
Assets held for sale | 6,680,000 | 3,313,000 |
Goodwill | $ 0 | $ 0 |
Restructuring Charges and Ass88
Restructuring Charges and Asset Impairments - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 30, 2016 | Dec. 25, 2015 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | Sep. 27, 2013 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Charges | $ 389,000 | $ 1,294,000 | $ 4,278,000 | $ 4,789,000 | $ 2,300,000 | |
Restructuring reserve | $ 1,089,000 | 1,380,000 | 4,413,000 | 1,592,000 | $ 1,971,000 | |
Asset impairment charges | 129,000 | 27,937,000 | 44,424,000 | |||
Exit of Fence and Sprinkler | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Inventory write-down | 664,000 | |||||
Severance | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve | 841 | |||||
Severance | Exit of Fence and Sprinkler | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Charges | 630,000 | 3,681,000 | ||||
Severance | Involuntary Employee Termination Benefit Arrangement | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Charges | 999,000 | |||||
Severance | Closure Of Acroba S.A.S Facility | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Charges | 778,000 | 1,301,000 | ||||
Facility Closing | Exit of Fence and Sprinkler | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Charges | 2,066,000 | |||||
Facility Closing | Closure Of Acroba S.A.S Facility | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Asset impairment charges | $ 553,000 | |||||
Property, Plant and Equipment | Exit of Fence and Sprinkler | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Asset impairment charges | 19,495,000 | |||||
Prepaid Supplies | Exit of Fence and Sprinkler | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Asset impairment charges | $ 129,000 | $ 4,518,000 |
Restructuring Charges and Ass89
Restructuring Charges and Asset Impairments - Restructuring Reserves (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 30, 2016 | Dec. 25, 2015 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | $ 1,380,000 | $ 4,413,000 | $ 4,413,000 | $ 1,592,000 | $ 1,971,000 |
Charges | 389,000 | 1,294,000 | 4,278,000 | 4,789,000 | 2,300,000 |
Utilization | (626,000) | (6,998,000) | (1,786,000) | (2,642,000) | |
Reversals / exchange rate effects | (54,000) | (313,000) | (182,000) | (37,000) | |
Ending balance | 1,089,000 | 1,380,000 | 4,413,000 | 1,592,000 | |
Severance | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | 841 | ||||
Ending balance | 841 | ||||
Corporate | Severance | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | 0 | 15,000 | 15,000 | 593,000 | 0 |
Charges | 0 | 1,000 | 999,000 | ||
Utilization | (11,000) | (577,000) | (406,000) | ||
Reversals / exchange rate effects | (4,000) | (2,000) | |||
Ending balance | 0 | 15,000 | 593,000 | ||
Corporate | Other | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | 0 | 61,000 | 61,000 | 0 | 0 |
Charges | 199,000 | 62,000 | 0 | ||
Utilization | (260,000) | 0 | 0 | ||
Reversals / exchange rate effects | 0 | (1,000) | 0 | ||
Ending balance | 0 | 61,000 | 0 | ||
Electrical Raceway | Severance | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | 0 | ||||
Charges | 61,000 | ||||
Utilization | (19,000) | ||||
Reversals / exchange rate effects | 0 | ||||
Ending balance | 42,000 | 0 | |||
Electrical Raceway | Operating Segments | Severance | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | 0 | 0 | 0 | 0 | 0 |
Charges | 28,000 | 0 | 0 | ||
Utilization | (28,000) | 0 | 0 | ||
Reversals / exchange rate effects | 0 | 0 | 0 | ||
Ending balance | 0 | 0 | 0 | ||
Electrical Raceway | Operating Segments | Other | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | 0 | 0 | 0 | 0 | 0 |
Charges | 0 | 200,000 | 0 | ||
Utilization | 0 | (200,000) | 0 | ||
Reversals / exchange rate effects | 0 | 0 | 0 | ||
Ending balance | 0 | 0 | 0 | ||
Mechanical Products & Solutions | Severance | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | 841,000 | ||||
Charges | 240,000 | ||||
Utilization | (28,000) | ||||
Reversals / exchange rate effects | (54,000) | ||||
Ending balance | 999,000 | 841,000 | |||
Mechanical Products & Solutions | Other | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | 539,000 | ||||
Charges | 88,000 | ||||
Utilization | (579,000) | ||||
Reversals / exchange rate effects | 0 | ||||
Ending balance | 48,000 | 539,000 | |||
Mechanical Products & Solutions | Operating Segments | Severance | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | 841,000 | 3,717,000 | 3,717,000 | 999,000 | 1,971,000 |
Charges | 1,468,000 | 3,680,000 | 1,301,000 | ||
Utilization | (4,157,000) | (907,000) | (2,236,000) | ||
Reversals / exchange rate effects | (187,000) | (55,000) | (37,000) | ||
Ending balance | 841,000 | 3,717,000 | 999,000 | ||
Mechanical Products & Solutions | Operating Segments | Other | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | $ 539,000 | $ 620,000 | 620,000 | 0 | 0 |
Charges | 2,583,000 | 846,000 | 0 | ||
Utilization | (2,542,000) | (102,000) | 0 | ||
Reversals / exchange rate effects | (122,000) | (124,000) | 0 | ||
Ending balance | $ 539,000 | $ 620,000 | $ 0 |
Restructuring Charges and Ass90
Restructuring Charges and Asset Impairments - Schedule of Restructuring Charges, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Restructuring and Related Activities [Abstract] | |||
Total restructuring charges, net | $ 3,967 | $ 4,766 | $ 2,263 |
Commitments and Contingencies91
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | Dec. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Purchase obligation, remainder of fiscal 2017 | $ 153,813,000 | |||
Purchase obligation for fiscal 2017 | $ 72,751,000 | |||
Purchase obligation for fiscal 2018 | 1,685,000 | 1,823,000 | ||
Purchase obligations thereafter | 1,175,000 | 1,193,000 | ||
Total rental expense on all operating leases | 11,934,000 | $ 11,721,000 | $ 12,659,000 | |
Loss Contingencies [Line Items] | ||||
Product liability | 1,550,000 | 2,700,000 | 1,550,000 | |
Unasserted Claim | ||||
Loss Contingencies [Line Items] | ||||
Non-product legal liabilities | 1,778,000 | 1,399,000 | ||
Special Products Claims and Other Product Liabilities | Minimum | ||||
Loss Contingencies [Line Items] | ||||
Probable losses | 3,000,000 | 3,000,000 | ||
Special Products Claims and Other Product Liabilities | Maximum | ||||
Loss Contingencies [Line Items] | ||||
Probable losses | 10,000,000 | 10,000,000 | ||
Special Products Claims | ||||
Loss Contingencies [Line Items] | ||||
Product liability | 3,273,000 | 2,783,000 | 3,424,000 | |
Other Product Liability | ||||
Loss Contingencies [Line Items] | ||||
Product liability | $ 1,678,000 | $ 2,666,000 | $ 1,794,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Minimum Future Operating Lease Payments (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 8,659 |
2,018 | 10,002 |
2,019 | 6,873 |
2,020 | 6,306 |
2,021 | 5,368 |
2022 and thereafter | 14,097 |
Total | $ 51,305 |
Guarantees (Details)
Guarantees (Details) $ in Thousands | Dec. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 25, 2015payment |
Workers' compensation and general liability insurance policies | |||
Guarantor Obligations [Line Items] | |||
Guarantees | $ 7,310 | $ 7,310 | |
Foreign lines of credit | |||
Guarantor Obligations [Line Items] | |||
Guarantees | 1,500 | 1,500 | |
Sale of minority ownership | |||
Guarantor Obligations [Line Items] | |||
Guarantees | 9,121 | 9,121 | |
Number of advance payments | payment | 4 | ||
Surety bond | |||
Guarantor Obligations [Line Items] | |||
Guarantees | $ 27,642 | $ 23,451 |
Assets Held for Sale (Details)
Assets Held for Sale (Details) - USD ($) $ in Thousands | Dec. 30, 2016 | Sep. 30, 2016 | Sep. 25, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets held for sale | $ 3,313 | $ 6,680 | $ 3,313 |
Held-for-sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets held for sale | $ 3,313 | $ 6,680 | $ 3,313 |
Assets Held for Sale - Narrativ
Assets Held for Sale - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 30, 2016 | Sep. 30, 2016 | Jun. 24, 2016 | Sep. 25, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Assets held for sale (see Note 18) | $ 3,313 | $ 6,680 | $ 3,313 | |
Held-for-sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Assets held for sale (see Note 18) | 3,313 | 6,680 | $ 3,313 | |
Held-for-sale | Abahsain-Cope Saudi Arabia Ltd. | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash consideration paid into escrow account | 10,000 | $ 10,000 | ||
Assets held for sale (see Note 18) | 3,313 | 3,313 | ||
Land and building | Held-for-sale | Manufacturing Facility in Philadelphia, PA | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Carrying value of land, building and machinery and equipment | 3,367 | 3,367 | 3,500 | |
Land and building | Disposed of by Sale | Manufacturing Facility in Philadelphia, PA | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Carrying value of land, building and machinery and equipment | 133 | |||
Gain (loss) on disposition of land, building and machinery and equipment | $ (329) | 616 | ||
Machinery and equipment | Held-for-sale | Manufacturing Facility in Philadelphia, PA | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Carrying value of land, building and machinery and equipment | $ 1,660 | |||
Machinery and equipment | Disposed of by Sale | Manufacturing Facility in Philadelphia, PA | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain (loss) on disposition of land, building and machinery and equipment | $ (10) |
Segment Information - Narrative
Segment Information - Narrative (Details) - segment | 3 Months Ended | 12 Months Ended |
Dec. 30, 2016 | Sep. 30, 2016 | |
Segment Reporting [Abstract] | ||
Number of operating segments | 2 | 2 |
Number of reportable segments | 2 |
Segment Information - Shared As
Segment Information - Shared Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 30, 2016 | Sep. 30, 2016 | Jun. 24, 2016 | Mar. 25, 2016 | Dec. 25, 2015 | Sep. 25, 2015 | Jun. 26, 2015 | Mar. 27, 2015 | Dec. 26, 2014 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | $ 337,591 | $ 416,239 | $ 395,724 | $ 353,046 | $ 358,375 | $ 437,814 | $ 432,367 | $ 432,586 | $ 426,401 | $ 1,523,384 | $ 1,729,168 | $ 1,702,838 |
Adjusted EBITDA | 57,895 | 53,810 | 263,139 | 186,270 | 146,214 | |||||||
Capital Expenditures | 3,964 | 4,663 | 16,830 | 26,849 | 24,362 | |||||||
Total Assets | 1,019,236 | 1,164,568 | 1,113,799 | 1,164,568 | 1,113,799 | 1,185,419 | ||||||
Electrical Raceway | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 222,442 | 223,304 | 986,407 | 1,004,683 | 967,105 | |||||||
Adjusted EBITDA | 40,318 | 34,433 | 174,588 | 106,717 | 86,273 | |||||||
Mechanical Products & Solutions | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 115,149 | 135,071 | 536,977 | 724,485 | 735,733 | |||||||
Adjusted EBITDA | 17,577 | 19,377 | 88,551 | 79,553 | 59,941 | |||||||
Operating Segments | Electrical Raceway | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Capital Expenditures | 8,298 | 12,210 | 10,873 | |||||||||
Total Assets | 533,732 | 590,999 | 533,732 | 590,999 | 591,098 | |||||||
Operating Segments | Mechanical Products & Solutions | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Capital Expenditures | 6,993 | 10,918 | 9,474 | |||||||||
Total Assets | 375,510 | 439,037 | 375,510 | 439,037 | 507,967 | |||||||
Intersegment Sales | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | (550) | (332) | (1,873) | (1,173) | (978) | |||||||
Intersegment Sales | Electrical Raceway | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 521 | 301 | 1,718 | 896 | 661 | |||||||
Intersegment Sales | Mechanical Products & Solutions | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | $ 29 | $ 31 | 155 | 277 | 317 | |||||||
Unallocated | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Capital Expenditures | 1,539 | 3,721 | 4,015 | |||||||||
Total Assets | $ 255,326 | $ 83,763 | $ 255,326 | $ 83,763 | $ 86,354 |
Segment Information - Reconcili
Segment Information - Reconciliation of Operating Segment Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 30, 2016 | Dec. 25, 2015 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Segment Reporting Information [Line Items] | |||||
Operating segment Adjusted EBITDA | $ 57,895 | $ 53,810 | $ 263,139 | $ 186,270 | $ 146,214 |
Unallocated expenses | (8,004) | (5,757) | (28,137) | (22,320) | (19,617) |
Depreciation and amortization | (13,628) | (13,493) | (55,017) | (59,465) | (58,695) |
Interest expense, net | (9,830) | (9,881) | (41,798) | (44,809) | (44,266) |
Gain on extinguishment of debt | (9,805) | 0 | 1,661 | 0 | (43,667) |
Restructuring & impairments | (389) | (1,294) | (4,096) | (32,703) | (46,687) |
Net periodic pension benefit cost | 0 | (110) | (441) | (578) | (1,368) |
Stock-based compensation | (2,720) | (2,045) | (21,127) | (13,523) | (8,398) |
ABF product liability impact | 0 | (212) | (850) | 216 | (2,841) |
Legal settlements | (1,382) | 0 | 0 | ||
Consulting fees | 0 | (875) | (15,425) | (3,500) | (4,854) |
Transaction costs | (1,560) | (655) | (7,832) | (6,039) | (5,049) |
Other | 10,930 | (5,507) | (1,103) | (14,305) | (12,656) |
Impact of Fence and Sprinkler exit | 0 | (811) | (811) | 2,885 | (5,003) |
Income (loss) before income taxes | 22,889 | 13,170 | 86,781 | (7,871) | (106,887) |
Electrical Raceway | |||||
Segment Reporting Information [Line Items] | |||||
Operating segment Adjusted EBITDA | 40,318 | 34,433 | 174,588 | 106,717 | 86,273 |
Mechanical Products & Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Operating segment Adjusted EBITDA | $ 17,577 | $ 19,377 | $ 88,551 | $ 79,553 | $ 59,941 |
Segment Information - Schedule
Segment Information - Schedule of Long-lived Assets and Net Sales By Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 30, 2016 | Sep. 30, 2016 | Jun. 24, 2016 | Mar. 25, 2016 | Dec. 25, 2015 | Sep. 25, 2015 | Jun. 26, 2015 | Mar. 27, 2015 | Dec. 26, 2014 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Long-lived assets | $ 209,936 | $ 238,216 | $ 209,936 | $ 238,216 | $ 270,630 | |||||||
Net sales | $ 337,591 | 416,239 | $ 395,724 | $ 353,046 | $ 358,375 | 437,814 | $ 432,367 | $ 432,586 | $ 426,401 | 1,523,384 | 1,729,168 | 1,702,838 |
United States | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Long-lived assets | 204,640 | 232,566 | 204,640 | 232,566 | 263,750 | |||||||
Net sales | 1,395,750 | 1,604,788 | 1,570,788 | |||||||||
Other Americas | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Long-lived assets | 175 | 132 | 175 | 132 | 194 | |||||||
Net sales | 40,573 | 42,136 | 43,323 | |||||||||
Europe | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Long-lived assets | 1,295 | 1,036 | 1,295 | 1,036 | 1,417 | |||||||
Net sales | 40,246 | 38,621 | 38,422 | |||||||||
Asia-Pacific | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Long-lived assets | $ 3,826 | $ 4,482 | 3,826 | 4,482 | 5,269 | |||||||
Net sales | $ 46,815 | $ 43,623 | $ 50,305 |
Segment Information - Schedu100
Segment Information - Schedule of Net Sales From External Customers by Product Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 30, 2016 | Sep. 30, 2016 | Jun. 24, 2016 | Mar. 25, 2016 | Dec. 25, 2015 | Sep. 25, 2015 | Jun. 26, 2015 | Mar. 27, 2015 | Dec. 26, 2014 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Revenue from External Customer [Line Items] | ||||||||||||
Net sales | $ 337,591 | $ 416,239 | $ 395,724 | $ 353,046 | $ 358,375 | $ 437,814 | $ 432,367 | $ 432,586 | $ 426,401 | $ 1,523,384 | $ 1,729,168 | $ 1,702,838 |
Metal Electrical Conduit and Fittings | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Net sales | 331,187 | 320,367 | 300,594 | |||||||||
Armored Cable and Fittings | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Net sales | 318,279 | 332,153 | 341,912 | |||||||||
PVC Electrical Conduit & Fittings | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Net sales | 258,954 | 269,808 | 238,042 | |||||||||
Mechanical Pipe | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Net sales | 249,811 | 286,799 | 282,789 | |||||||||
Metal Framing & Fittings | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Net sales | 181,954 | 174,976 | 176,047 | |||||||||
Other | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Net sales | 175,383 | 166,472 | 170,766 | |||||||||
Impact of Fence and Sprinkler | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Net sales | $ 7,816 | $ 178,593 | $ 192,688 |
Quarterly Operating Results 101
Quarterly Operating Results (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 30, 2016 | Sep. 30, 2016 | Jun. 24, 2016 | Mar. 25, 2016 | Dec. 25, 2015 | Sep. 25, 2015 | Jun. 26, 2015 | Mar. 27, 2015 | Dec. 26, 2014 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||
Net sales | $ 337,591 | $ 416,239 | $ 395,724 | $ 353,046 | $ 358,375 | $ 437,814 | $ 432,367 | $ 432,586 | $ 426,401 | $ 1,523,384 | $ 1,729,168 | $ 1,702,838 |
Gross profit | 92,005 | 93,342 | 111,521 | 91,410 | 72,409 | 70,834 | 78,748 | 67,446 | 55,765 | 368,682 | 272,793 | 227,110 |
Net income (loss) | $ 17,382 | $ 15,572 | $ 20,645 | $ 14,007 | $ 8,572 | $ (27,051) | $ 19,058 | $ 5,800 | $ (2,762) | $ 58,796 | $ (4,955) | $ (73,948) |
Net income (loss) per share | ||||||||||||
Basic (in dollars per share) | $ 0.28 | $ 0.25 | $ 0.33 | $ 0.22 | $ 0.14 | $ (0.43) | $ 0.30 | $ 0.09 | $ (0.04) | $ 0.94 | $ (0.08) | $ (2.02) |
Diluted (in dollars per share) | $ 0.26 | $ 0.24 | $ 0.33 | $ 0.22 | $ 0.14 | $ (0.43) | $ 0.30 | $ 0.09 | $ (0.04) | $ 0.94 | $ (0.08) | $ (2.02) |
Schedule I - Condensed Finan102
Schedule I - Condensed Financial Information - Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 30, 2016 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | Sep. 27, 2013 |
Assets | |||||
Total Assets | $ 1,019,236 | $ 1,164,568 | $ 1,113,799 | $ 1,185,419 | |
Liabilities and Equity | |||||
Total Liabilities | 738,781 | 907,322 | 957,522 | ||
Equity: | |||||
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 62,458,367 and 62,453,437 shares issued and outstanding, respectively | 632 | 626 | 626 | ||
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively | (2,580) | (2,580) | (2,580) | ||
Additional paid-in capital | 405,687 | 398,292 | 352,505 | ||
Accumulated deficit | (95,760) | (113,142) | (173,241) | ||
Accumulated other comprehensive loss | (27,524) | (25,950) | (21,033) | ||
Total Equity | 280,455 | 257,246 | 156,277 | $ 176,469 | $ 510,378 |
Total Liabilities and Equity | $ 1,019,236 | 1,164,568 | 1,113,799 | ||
Atkore International Group Inc. | |||||
Assets | |||||
Investment in subsidiary | 257,246 | 156,277 | |||
Total Assets | 257,246 | 156,277 | |||
Liabilities and Equity | |||||
Total Liabilities | 0 | 0 | |||
Equity: | |||||
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 62,458,367 and 62,453,437 shares issued and outstanding, respectively | 626 | 626 | |||
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively | (2,580) | (2,580) | |||
Additional paid-in capital | 398,292 | 352,505 | |||
Accumulated deficit | (113,142) | (173,241) | |||
Accumulated other comprehensive loss | (25,950) | (21,033) | |||
Total Equity | 257,246 | 156,277 | |||
Total Liabilities and Equity | $ 257,246 | $ 156,277 |
Schedule I - Condensed Finan103
Schedule I - Condensed Financial Information - Balance Sheets (Parenthetical) (Details) - $ / shares | Dec. 30, 2016 | Sep. 30, 2016 | Sep. 25, 2015 |
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (shares) | 63,088,752 | 62,458,367 | 62,453,437 |
Common stock, shares outstanding (shares) | 63,088,752 | 62,458,367 | 62,453,437 |
Treasury stock (shares) | 260,900 | 260,900 | 260,900 |
Atkore International Group Inc. | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Common stock, shares authorized (shares) | 1,000,000,000 | 1,000,000,000 | |
Common stock, shares issued (shares) | 62,458,367 | 62,453,437 | |
Common stock, shares outstanding (shares) | 62,458,367 | 62,453,437 | |
Treasury stock (shares) | 260,900 | 260,900 |
Schedule I - Condensed Finan104
Schedule I - Condensed Financial Information - Condensed Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 30, 2016 | Sep. 30, 2016 | Jun. 24, 2016 | Mar. 25, 2016 | Dec. 25, 2015 | Sep. 25, 2015 | Jun. 26, 2015 | Mar. 27, 2015 | Dec. 26, 2014 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Condensed Income Statements, Captions [Line Items] | ||||||||||||
Net income (loss) | $ 17,382 | $ 15,572 | $ 20,645 | $ 14,007 | $ 8,572 | $ (27,051) | $ 19,058 | $ 5,800 | $ (2,762) | $ 58,796 | $ (4,955) | $ (73,948) |
Other comprehensive loss of subsidiary, net of tax | (1,574) | 215 | (4,917) | (14,403) | (4,232) | |||||||
Comprehensive income (loss) | $ 15,808 | $ 8,787 | 53,879 | (19,358) | (78,180) | |||||||
Atkore International Group Inc. | ||||||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||||||
Equity in net income (loss) of subsidiary | 58,796 | (4,955) | (73,948) | |||||||||
Net income (loss) | 58,796 | (4,955) | (73,948) | |||||||||
Other comprehensive loss of subsidiary, net of tax | (4,917) | (14,403) | (4,232) | |||||||||
Comprehensive income (loss) | $ 53,879 | $ (19,358) | $ (78,180) |
Schedule I - Condensed Finan105
Schedule I - Condensed Financial Information - Condensed Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 30, 2016 | Dec. 25, 2015 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Cash Flows from Operating Activities: | |||||
Net cash provided by operating activities | $ 32,169 | $ 51,945 | $ 156,646 | $ 141,073 | $ 86,333 |
Cash Flows from Investing Activities: | |||||
Net cash (used for) investing activities | (926) | (4,191) | (12,895) | (46,641) | (48,860) |
Cash Flows from Financing Activities: | |||||
Issuance of common stock | 4,680 | 26 | 52 | 49 | 674 |
Repurchase of common stock | 0 | (882) | (252,765) | ||
Net cash (used for) financing activities | (142,414) | (1,340) | (23,908) | (44,106) | (57,584) |
Increase (decrease) in cash and cash equivalents | (112,306) | 46,612 | 119,681 | 47,238 | (21,410) |
Cash and cash equivalents: | |||||
Cash and cash equivalents at beginning of period | 200,279 | 80,598 | 80,598 | 33,360 | 54,770 |
Cash and cash equivalents at end of period | 87,973 | 127,210 | 200,279 | 80,598 | 33,360 |
Atkore International Group Inc. | |||||
Cash Flows from Operating Activities: | |||||
Net cash provided by operating activities | 0 | 0 | 0 | ||
Cash Flows from Investing Activities: | |||||
Distribution received from subsidiary | 0 | 882 | 252,765 | ||
Distribution paid to subsidiary | (52) | (49) | (674) | ||
Net cash (used for) investing activities | (52) | 833 | 252,091 | ||
Cash Flows from Financing Activities: | |||||
Issuance of common stock | 52 | 49 | 674 | ||
Repurchase of common stock | 0 | (882) | (252,765) | ||
Net cash (used for) financing activities | 52 | (833) | (252,091) | ||
Increase (decrease) in cash and cash equivalents | 0 | 0 | 0 | ||
Cash and cash equivalents: | |||||
Cash and cash equivalents at beginning of period | $ 0 | $ 0 | 0 | 0 | 0 |
Cash and cash equivalents at end of period | $ 0 | $ 0 | $ 0 |
Schedule I - Condensed Finan106
Schedule I - Condensed Financial Information - Narrative (Details) $ in Thousands, shares in Millions | May 27, 2016 | Mar. 06, 2014USD ($)shares | Sep. 30, 2016USD ($) | Sep. 25, 2015USD ($) | Sep. 26, 2014USD ($) | Jun. 09, 2016 | Dec. 22, 2010 |
Condensed Financial Statements, Captions [Line Items] | |||||||
Payment to redeem shares | $ 250,000 | ||||||
Stock split of common stock | 1.37 | ||||||
CD&R | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Preferred Stock, percentage of outstanding capital stock (on an as-converted basis) | 51.00% | ||||||
Atkore International Group Inc. | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Distribution received from subsidiary | $ 0 | $ 882 | $ 252,765 | ||||
Common Stock | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Non-binding letter of intent to acquire Common Stock (shares) | shares | 40.3 | ||||||
Expense related to share redemption | $ 2,000 | ||||||
Atkore International | CD&R | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Preferred Stock, percentage of outstanding capital stock (on an as-converted basis) | 80.10% | 51.00% | |||||
Common stock, percentage of outstanding capital stock | 49.00% |
Schedule II - Valuation and 107
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $ (7,532) | ||
Balance at End of Year | (8,658) | $ (7,532) | |
Accounts Receivable Allowance for Doubtful Accounts | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | (1,173) | (1,986) | $ (3,184) |
Additions Charged to Income | (426) | 560 | 616 |
Write offs and Other | 593 | 253 | 582 |
Balance at End of Year | (1,006) | (1,173) | (1,986) |
Deferred Tax Valuation Allowance | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | (7,532) | (7,708) | (8,346) |
Additions Charged to Income | (2,604) | (1,107) | (548) |
Write offs and Other | $ 1,478 | 1,283 | 1,186 |
Balance at End of Year | $ (7,532) | $ (7,708) |