Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Nov. 17, 2017 | Mar. 31, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Atkore International Group Inc. | ||
Entity Central Index Key | 1,666,138 | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Document Fiscal Year Focus | --09-30 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 63,090,619 | ||
Entity Public Float | $ 854,500,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Income Statement [Abstract] | |||
Net sales | $ 1,503,934 | $ 1,523,384 | $ 1,729,168 |
Cost of sales | 1,141,302 | 1,154,702 | 1,456,375 |
Gross profit | 362,632 | 368,682 | 272,793 |
Selling, general and administrative | 182,768 | 219,397 | 185,815 |
Intangible asset amortization | 22,407 | 22,238 | 22,103 |
Asset impairment charges | 0 | 129 | 27,937 |
Operating income | 157,457 | 126,918 | 36,938 |
Interest expense, net | 26,598 | 41,798 | 44,809 |
Loss (gain) on extinguishment of debt | 9,805 | (1,661) | 0 |
Other income, net | (5,071) | 0 | 0 |
Income (loss) before income taxes | 126,125 | 86,781 | (7,871) |
Income tax expense (benefit) | 41,486 | 27,985 | (2,916) |
Net income (loss) | $ 84,639 | $ 58,796 | $ (4,955) |
Weighted-Average Common Shares Outstanding | |||
Basic (shares) | 63,420 | 62,486 | 62,527 |
Diluted (shares) | 66,585 | 62,820 | 62,527 |
Net income (loss) per share | |||
Basic (in dollars per share) | $ 1.33 | $ 0.94 | $ (0.08) |
Diluted (in dollars per share) | $ 1.27 | $ 0.94 | $ (0.08) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 84,639 | $ 58,796 | $ (4,955) |
Other comprehensive (loss), net of tax: | |||
Change in foreign currency translation adjustment | 1,221 | (858) | (7,135) |
Change in unrecognized loss related to pension benefit plans, net of tax expense (benefit) of ($3,356), $2,680, $4,554, respectively | 6,747 | (4,059) | (7,268) |
Total other comprehensive income (loss) | 7,968 | (4,917) | (14,403) |
Comprehensive income (loss) | $ 92,607 | $ 53,879 | $ (19,358) |
Consolidated Statements of Com4
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Change in unrecognized loss related to pension benefit plans, tax benefit | $ 3,356 | $ 2,680 | $ 4,554 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 45,718 | $ 200,279 |
Accounts receivable, less allowance for doubtful accounts of $1,239 and $1,006, respectively | 224,427 | 192,090 |
Inventories, net | 200,003 | 161,465 |
Assets held for sale | 0 | 6,680 |
Prepaid expenses and other current assets | 35,611 | 22,407 |
Total current assets | 505,759 | 582,921 |
Property, plant and equipment, net | 208,619 | 202,692 |
Intangible assets, net | 344,289 | 254,937 |
Goodwill | 147,716 | 115,829 |
Deferred income taxes | 1,657 | 945 |
Non-trade receivables | 7,052 | 7,244 |
Total Assets | 1,215,092 | 1,164,568 |
Current Liabilities: | ||
Short-term debt and current maturities of long-term debt | 4,215 | 1,267 |
Accounts payable | 125,618 | 114,118 |
Income tax payable | 2,581 | 2,326 |
Accrued compensation and employee benefits | 26,387 | 34,331 |
Other current liabilities | 53,036 | 52,780 |
Total current liabilities | 211,837 | 204,822 |
Long-term debt | 571,863 | 629,046 |
Deferred income taxes | 17,464 | 12,834 |
Other long-term tax liabilities | 6,771 | 6,838 |
Pension liabilities | 25,239 | 35,172 |
Other long-term liabilities | 21,047 | 18,610 |
Total Liabilities | 854,221 | 907,322 |
Equity: | ||
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 63,305,434 and 62,458,367 shares issued and outstanding, respectively | 634 | 626 |
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively | (2,580) | (2,580) |
Additional paid-in capital | 423,232 | 398,292 |
Accumulated deficit | (42,433) | (113,142) |
Accumulated other comprehensive loss | (17,982) | (25,950) |
Total Equity | 360,871 | 257,246 |
Total Liabilities and Equity | $ 1,215,092 | $ 1,164,568 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, less allowance for doubtful accounts of $1,239 and $1,006, respectively | $ 1,239 | $ 1,006 |
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) | 63,305,434 | 62,458,367 |
Common stock, shares outstanding (shares) | 63,305,434 | 62,458,367 |
Treasury stock (shares) | 260,900 | 260,900 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Operating activities: | |||
Net income (loss) | $ 84,639 | $ 58,796 | $ (4,955) |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
(Gain) loss on sale of fixed assets and assets held for sale | (5,093) | (357) | 1,240 |
Impairment of assets | 0 | 129 | 27,937 |
Depreciation and amortization | 54,727 | 55,017 | 59,465 |
Amortization of debt issuance costs and original issue discount | 1,446 | 3,586 | 3,631 |
Deferred income taxes | 938 | 2,556 | (3,650) |
Loss (gain) on extinguishment of debt | 9,805 | (1,661) | 0 |
Provision for losses on accounts receivable and inventory | 1,333 | 3,021 | 546 |
Stock-based compensation expense | 12,788 | 21,127 | 13,523 |
Other adjustments to net income (loss) | 896 | (190) | 0 |
Changes in operating assets and liabilities, net of effects from acquisitions | |||
Accounts receivable | (13,445) | 24,538 | 7,038 |
Inventories | (10,301) | (2,437) | 67,509 |
Prepaid expenses and other current assets | (3,074) | (2,986) | (616) |
Accounts payable | 8,673 | 4,061 | (43,710) |
Income taxes | (9,138) | 1,005 | (3,814) |
Accrued and other liabilities | (11,232) | (9,551) | 16,311 |
Other, net | (1,308) | (8) | 618 |
Net cash provided by operating activities | 121,654 | 156,646 | 141,073 |
Investing activities: | |||
Capital expenditures | (25,122) | (16,830) | (26,849) |
Proceeds from sale of properties, plant and equipment | 100 | 75 | 1,451 |
Proceeds from sale of assets held for sale | 3,024 | 2,400 | 0 |
Acquisitions of businesses, net of cash acquired | (183,923) | 0 | (30,549) |
Proceeds from sale of an investment | 0 | 1,328 | 4,844 |
Other, net | 88 | 132 | (78) |
Net cash (used for) continuing investing activities | (205,833) | (12,895) | (51,181) |
Net cash provided by discontinued investing activities | 0 | 0 | 4,540 |
Net cash (used for) investing activities | (205,833) | (12,895) | (46,641) |
Financing activities: | |||
Borrowings under credit facility | 97,000 | 0 | 788,000 |
Repayments under credit facility | (12,000) | 0 | (828,000) |
Issuance of short-term debt | 0 | 0 | 1,692 |
Repayments of short-term debt | (4,200) | (1,619) | (1,661) |
Issuance of long-term debt | 498,750 | 0 | 0 |
Repayments of long-term debt | (641,100) | (22,175) | (4,200) |
Issuance of common stock | 12,168 | 52 | 49 |
Repurchase of common stock | (13,938) | 0 | (882) |
Payment for debt financing costs and fees | (4,375) | 0 | (102) |
Proceeds from foreign exchange forward option | 0 | 0 | 999 |
Other, net | (65) | (166) | (1) |
Net cash (used for) financing activities | (67,760) | (23,908) | (44,106) |
Effects of foreign exchange rate changes on cash and cash equivalents | (2,622) | (162) | (3,088) |
Increase (decrease) in cash and cash equivalents | (154,561) | 119,681 | 47,238 |
Cash and cash equivalents at beginning of period | 200,279 | 80,598 | 33,360 |
Cash and cash equivalents at end of period | 45,718 | 200,279 | 80,598 |
Supplementary Cash Flow information | |||
Interest paid | 26,131 | 49,855 | 41,460 |
Income taxes paid, net of refunds | 49,813 | 30,859 | 4,759 |
Capital expenditures, not yet paid | 1,330 | 525 | 327 |
Reclassification of stock-based compensation liability | $ 0 | $ 43,870 | $ 0 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (shares) at Sep. 26, 2014 | 62,545 | |||||
Beginning balance at Sep. 26, 2014 | $ 176,469 | $ 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 income | (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 | 62,453 | |||||
Ending balance at Sep. 25, 2015 | 156,277 | $ 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 income | (4,917) | (4,917) | ||||
Modification of liability award to equity based compensation | 43,870 | 43,870 | ||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 1,865 | 1,865 | ||||
Issuance of common stock (shares) | 5 | |||||
Issuance of common stock | 52 | 52 | ||||
Ending balance (shares) at Sep. 30, 2016 | 62,458 | |||||
Ending balance at Sep. 30, 2016 | 257,246 | $ 626 | (2,580) | 398,292 | (113,142) | (25,950) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 84,639 | 84,639 | ||||
Other comprehensive income | 7,968 | 7,968 | ||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 12,788 | 12,788 | ||||
Issuance of common stock (shares) | 1,628 | |||||
Issuance of common stock | 12,168 | $ 16 | 12,152 | |||
Repurchase of common stock (shares) | (781) | |||||
Repurchase of common stock | (13,938) | $ (8) | (13,930) | |||
Ending balance (shares) at Sep. 30, 2017 | 63,305 | |||||
Ending balance at Sep. 30, 2017 | $ 360,871 | $ 634 | $ (2,580) | $ 423,232 | $ (42,433) | $ (17,982) |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2017 | |
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 Basis of presentation 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. 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. 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. Initial Public Offering — On June 9, 2016 , the Company's Registration Statement on Form S-1 relating to an initial public offering ("IPO") of its common stock was declared effective by the United States 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 its common stock. In a series of secondary offerings during fiscal 2017, the CD&R Investor sold an aggregate 19,550,000 shares of the Company's 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. The Company did not receive any proceeds from the IPO or any of the secondary offerings. As of September 30, 2017, CD&R owned 48.1% of the 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. Share Repurchase Program — In August 2017, the Company's Board of Directors approved a share repurchase program, under which the Company may repurchase up to an aggregate amount of $75.0 million of its outstanding stock. Share repurchases will be conducted under the program in the open market and through broker negotiated purchases in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and subject to market conditions, applicable legal requirements, and other relevant factors. The share repurchase program will be funded from the Company's available cash balances. This share repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be terminated at any time at the Company's discretion. As of September 30, 2017 , there were approximately $61,089 thousand of authorized repurchases remaining. The Company repurchased 781 thousand shares of common stock through September 30, 2017 . Segment Realignment and Reclassifications — Effective in the fourth quarter of fiscal 2017, the Company implemented a realignment (the "Realignment") of its segment financial reporting structure. All of the Company's international businesses within the Europe, Middle East and Africa ("EMEA") and Asia Pacific ("APAC") regions had historically been reported in the MP&S segment despite having some Electrical Raceway content. Due to the cumulative effect of the organic growth of these Electrical Raceway products and the Company's recent acquisitions (Marco Cable Management and Flexicon Industries), are now reported in the Electrical Raceway segment. The Realignment reflects how the Company's Chief Operating Decision Maker now assesses the operating performance and allocates resources to the Electrical Raceway segment. The Company reflected these changes to its segment information retrospectively to the earliest period presented which resulted in a transfer of external net sales, intersegment sales, total assets and Adjusted EBITDA from the MP&S segment to the Electrical Raceway segment. These changes had no impact on the Company’s previously reported consolidated net sales, operating income, net income or earnings per share. See Note 19, ''Segment Information'' for additional details. Basis of Presentation — The accompanying audited consolidated financial statements of the Company and all of its subsidiaries 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 — Starting in fiscal 2016, the Company has a fiscal year that ends on September 30. Prior to fiscal 2016, the fiscal year ended on the last Friday in September. Fiscal year 2017 and 2015 were 52-week fiscal years which ended on September 30, 2017 and September 25, 2015 , respectively. Fiscal year 2016 was a 53-week fiscal year which ended on September 30, 2016 . The Company's 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. Actual results could differ materially from these estimates. Summary of significant accounting policies 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. Revenues are recorded net of tax. 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 transactional gains or losses for foreign currency transactions, excluding the foreign exchange exposure for intercompany loan transactions, which is included in Other income, net . 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. See Note 10, ''Inventories, net.'' 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 and finite-lived intangible assets 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 11, ''Assets Held for Sale.'' Goodwill and Indefinite-Lived Intangible Asset Impairments — Goodwill is 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 13, ''Goodwill and Intangible Assets'' for additional detail. 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. In fiscal 2017, the Company utilized the qualitative approach (" step zero ") when testing for goodwill impairment. The step zero assessment was used to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. The step zero assessment requires significant judgments about macroeconomic conditions including the operating environment, industry and other market considerations as well as entity-specific events to determine whether a reporting unit is at risk for goodwill impairment. In the event a reporting unit fails the step zero goodwill impairment test, it is necessary to perform the step one goodwill impairment test. The measurement date is the first day of the fourth fiscal quarter, or more frequently, if triggering events occur. Prior to fiscal 2017, the Company tested goodwill for impairment using a two-step test. To perform step one, the Company first compares the fair value of a reporting unit with its carrying amount, including goodwill. The Company determines the fair value of a reporting unit using 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. The Company additionally determines the fair value of a reporting unit using (a) a market approach using a comparable company analysis; and (b) a market approach using a transaction analysis to corroborate the results of the income approach. The fair value measurement is considered a Level 3 fair value measurement in accordance with the fair value hierarchy. If the carrying amount of the reporting unit's goodwill exceeds the fair value of that goodwill, the Company proceeds to step two of the test and an impairment loss is recognized in an amount equal to the excess of the carrying amount of goodwill over its fair value. 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 2017 , 2016 and 2015 , there were no indefinite-lived trade name impairments. The Company also considers 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 on a straight-lined basis 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 on a straight-lined basis over their estimated useful lives, ranging from 2 to 20 years. The Company did not have a triggering event during fiscal 2017 and 2016 . 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 International Holding S.à .r.l. ("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 the Company's 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 7, ''Income Taxes.'' Leases — All leases that are determined not to meet any of the capital lease criteria are classified as operating leases. Operating lease payments are recognized as an expense in the statement of operations on a straight-line basis over the lease term. Translation of Foreign Currency — For the Company's non-U.S. subsidiaries that report in a functional currency other than United States dollars, assets and liabilities are translated into United States 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 consolidated statements of comprehensive income (loss) . Recent Accounting Pronouncements A summary of recently adopted Accounting Standards Update ("ASU"s) are as follows. Adoption dates are on the first day of the fiscal year indicated below, unless otherwise specified. Adopted Guidance ASU Description of ASU Impact to Atkore Note Adoption Date 2017-04 Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment The ASU 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. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities. No material impact on the consolidated financial statements. 13 2017 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business The ASU clarifies the definition of a business to assist entities in evaluating whether a transaction should be accounted for as an acquisition or disposal. No material impact on the consolidated financial statements. 2 2017 2015-10 Technical Corrections and Improvements The ASU is part of an ongoing project on the Financial Accounting Standards Board's ("FASB") 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 applies to all reporting entities within the scope of the affected accounting guidance. No material impact on the consolidated financial statements. 2017 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 Accounting Standards Codification ("ASC") 820, "Fair Value Measurement" and 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. These investments should continue to be shown in the investment disclosure amount to allow the disclosure to reconcile to the investment amount presented in the balance sheet. No material impact on the consolidated financial statements. 2017 Adopted Guidance ASU Description of ASU Impact to Atkore Note Adoption Date 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. No material impact on the consolidated financial statements. 2 2016 2016-15 Classification of Certain Cash Receipts and Payments The ASU amends ASC 230, "Statement of Cash Flows" and provides guidance on the classification of certain cash receipts and payments including debt prepayment or debt issuance costs and cash payments for contingent considerations. No material impact on the consolidated financial statements. 2016 2016-09 Improvements to Employee Share-Based Payment Accounting The ASU amends ASC 718, "Compensation — Stock Compensation" and 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. The Company recognized excess tax benefit adjustments using a modified retrospective method. In fiscal 2016, the Company recorded a cumulative adjustment to retained earnings of $1,300 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 elected to account for forfeitures when they occur. The election had no impact to the financial statements. 4 2016 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. No material impact on the consolidated financial statements. 2016 A summary of guidance not yet adopted are as follows: Guidance not yet adopted ASU Description of ASU Impact to Atkore Effective Date 2017-09 Compensation - Stock Compensation (Topic 718): Scope of Modification The ASU does not require an entity to apply modification accounting if the fair value, vesting conditions and classification of the awards do not change. Under evaluation 2019 Guidance not yet adopted ASU Description of ASU Impact to Atkore Effective Date 2017-07 Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost The ASU requires an entity to report the service cost component of pension cost and postretirement benefit cost as compensation expense during the employee's service period. The other components of net periodic pension benefit costs will be presented outside a subtotal of income from operations. Under evaluation 2019 2016-16 Income Taxes (Topic 740): Intra-Entity Transfers of Assets 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. Under evaluation 2019 2014-09 Revenue from Contracts with Customers The ASU provides guidance for revenue recognition. The update’s core principle is that a company will recognize revenue when it transfers promised goods or services 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. The Company is currently in the process of completing its initial analysis and performing detailed reviews of significant contracts to determine if any adjustments will be necessary to existing accounting policies, and to support an evaluation of the impact on its results of operations and financial condition. 2019 2015-14 Revenue from Contracts with Customers: Deferral of the Effective Date The standard updates ASU2014-09 and revises the effective dates to fiscal years beginning after December 15, 2017. Refer to impact of ASU 2014-09 above. 2019 2016-08, "Revenue from Contracts with Customers: Principal versus Agent Considerations The ASU 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. Refer to impact of ASU 2014-09 above. 2019 2016-10, "Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing The ASU 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. Refer to impact of ASU 2014-09 above. 2019 2016-12, "Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients The ASU 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. Refer to impact of ASU 2014-09 above. 2019 Guidance not yet adopted ASU Description of ASU Impact to Atkore Effective Date 2016-02 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. Atkore conducts some of its operations under leases that are accounted for as operating leases, with no related assets and liabilities on the balance sheet. The proposed changes would require that substantially all of the Company's operating leases be recognized as assets and liabilities on the balance sheet. The impact is still being evaluated. 2020 |
Acquisitions
Acquisitions | 12 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 2. 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, net of cash acquired, of approximately $185,819 and $30,440 for the fiscal years ended September 30, 2017 and September 25, 2015 , respectively. The Company did not complete any acquisitions for the fiscal year ended September 30, 2016 . Fiscal 2017 Transactions — On September 29, 2017 , the Company acquired all of the outstanding stock of Calpipe Industries, LLC ("Calpipe"), a market leader for electrical conduit systems for corrosive environments and bollards for high security, access control and architectural environments for an aggregate purchase price of $107,000 , net of cash acquired. The Calpipe group of products expand Atkore's electrical raceway product portfolio with stainless steel and PVC coated conduit systems, introduce security bollards to the Company's offerings and further complement Atkore's existing Electrical Raceway product offerings. On September 1, 2017, the Company acquired all of the outstanding stock of Flexicon Limited ("Flexicon"), a leading global manufacturer of metallic and non-metallic flexible cable protection systems that carry many international and market product approvals and serves the industrial, commercial and infrastructure sectors in more than 55 countries. On May 18, 2017, Unistrut, Ltd, a wholly-owned indirect subsidiary of the Company acquired all of the outstanding stock of Marco Cable Management ("Marco"), a leading designer and manufacturer of wire basket cable tray, PVC trunking and aluminum power poles. Marco's product portfolio adds value to Atkore's electrical distribution partners in the U.K and expands the Company's presence in the U.K. and the rest of Europe. The acquisitions for Marco and Flexicon were funded using cash-on-hand. The acquisition of Calpipe was partially funded using borrowings from the ABL Credit Facility . The Company incurred approximately $751 and $925 during fiscal 2017 as acquisition-related expenses for Calpipe and other acquisitions, respectively which were recorded as a component of selling, general and administrative expenses. The purchase price was allocated to tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values. The following table summarizes the Level 3 fair values assigned to the net assets acquired and liabilities assumed as of the acquisition date: (in thousands) Calpipe Industries, Inc. Other Total Fair value of consideration transferred: Cash consideration $ 110,155 $ 87,649 $ 197,804 Purchase price payable 2,278 — 2,278 Settlement of pre-existing relationship (382 ) — (382 ) Total consideration transferred $ 112,051 $ 87,649 $ 199,700 Fair value of assets acquired and liabilities assumed: Cash 5,051 8,830 13,881 Accounts receivable 10,918 7,588 18,506 Inventories 20,319 8,297 28,616 Intangible assets 62,720 47,450 110,170 Fixed assets 3,665 8,286 11,951 Accounts payable (1,601 ) (1,550 ) (3,151 ) Other (8,213 ) (3,537 ) (11,750 ) Net assets acquired 92,859 75,364 168,223 Excess purchase price attributed to goodwill acquired $ 19,192 $ 12,285 $ 31,477 The purchase price allocation, intangible asset values and related estimates of useful lives for Calpipe and Flexicon are preliminary as the Company is finalizing its fair value estimates of intangible assets, fixed assets and working capital items. The Company recognized $19,192 of goodwill for CalPipe and $12,285 from all other acquisitions. Goodwill consists of the excess of the purchase price over the net of the fair value of the acquired assets and assumed liabilities, and represents the estimated economic value attributable to future operations. Goodwill recognized from the Calpipe acquisition is tax-deductible and is amortized over 15 years for income tax purposes. Goodwill recognized from the other acquisitions was non-deductible for tax purposes. The goodwill consists largely of the synergies and economies of scale from integrating these companies with existing businesses. See Note 13, ''Goodwill and Intangible Assets.'' The following table summarizes the fair value of intangible assets as of the acquisition dates: Calpipe Industries, Inc. Other ($ in thousands) Fair Value Weighted Average Useful Life (Years) Fair Value Weighted Average Useful Life (Years) Customer relationships $ 56,124 10 $ 44,436 10 Other 6,596 10 3,014 6 Total intangible assets $ 62,720 10 $ 47,450 10 The following table presents unaudited pro forma results of operations for the fiscal years ended September 30, 2017 and September 30, 2016 as if the Calpipe acquisition had occurred as of the first day of the fiscal 2016 period: Fiscal Year Ended (in thousands) September 30, 2017 September 30, 2016 Proforma net sales $ 1,575,801 $ 1,589,136 Proforma net income 90,932 63,412 The pro forma condensed financial information is presented for illustrative purposes only and does not indicate the actual financial results of the Company if the closing of the Calpipe acquisition had been completed on September 26, 2015, nor is it indicative of the results of operations in future periods. Included in the unaudited pro forma financial information for the fiscal years ended September 30, 2017 and September 30, 2016 were pro forma adjustments to reflect the results of operations of Calpipe as well as the impact of amortizing certain acquisition accounting adjustments such as amortizable intangible assets. The pro forma financial information neither indicates the impact of possible business model changes nor considers any potential impact of current market conditions, expense efficiencies or other factors. Net sales and net income of the other companies acquired during fiscal 2017 are included in the consolidated statement of operations for fiscal 2017 for the post-acquisition period. Due to the immaterial nature of these 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. 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 13, ''Goodwill and Intangible Assets.'' 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 $610 during the years ended September 30, 2016 and September 25, 2015 , respectively for acquisition-related expenses for both transactions. Due to the immaterial nature of the acquisitions, both individually, and in the aggregate, the Company did not include the full year pro-forma results of operations for the acquisition year or previous years. The following table summarizes the fair value of intangible assets as of the acquisition dates: APPI SCI ($ in thousands) Fair Value Weighted Average Useful Life (Years) Fair Value Weighted Average Useful Life (Years) Customer relationships $ 300 10 $ 7,900 8 Other 180 4 2,700 14 Total 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 2016 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. |
Postretirement Benefits
Postretirement Benefits | 12 Months Ended |
Sep. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Postretirement Benefits | 3. POSTRETIREMENT BENEFITS The Company has a number of non-contributory and contributory defined benefit retirement plans covering certain United States 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. As of September 30, 2017 , all defined pension benefit plans are frozen, whereby participants no longer accrue credited service. The net periodic benefit cost for the periods presented was as follows: Fiscal Year Ended (in thousands) September 30, 2017 September 30, 2016 September 25, 2015 Service cost $ 2,049 $ 1,894 $ 2,509 Interest cost 3,793 4,143 4,784 Expected return on plan assets (6,601 ) (6,318 ) (6,803 ) Amortization of actuarial loss 1,303 722 88 Net periodic benefit cost $ 544 $ 441 $ 578 The weighted-average assumptions used to determine net periodic pension benefit cost during the period were as follow: September 30, 2017 September 30, 2016 September 25, 2015 Discount rate 3.5 % 4.2 % 4.2 % Expected return on plan assets 7.0 % 7.0 % 7.0 % Rate of compensation increase N/a N/a N/a The change in the benefit obligations, plan assets and the amounts recognized on the consolidated balance sheets was as follows (in thousands): Change in benefit obligations: Balance 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 ) Balance as of September 30, 2016 133,152 Service cost 2,049 Interest cost 3,793 Actuarial (gain) (5,012 ) Benefits and administrative expenses paid (5,130 ) Balance as of September 30, 2017 $ 128,852 Change in plan assets: Balance as of September 25, 2015 $ 93,074 Actual return on plan assets 9,122 Employer contributions 411 Benefits and administrative expenses paid (4,627 ) Balance as of September 30, 2016 97,980 Actual return on plan assets 10,388 Employer contributions 375 Benefits and administrative expenses paid (5,130 ) Balance as of September 30, 2017 $ 103,613 Funded status as of September 30, 2017 $ (25,239 ) (in thousands) September 30, 2017 September 30, 2016 Amounts recognized in the consolidated balance sheets consist of: Pension liabilities $ (25,239 ) $ (35,172 ) Net amount recognized $ (25,239 ) $ (35,172 ) Amounts recognized in accumulated other comprehensive loss (before income taxes) consist of: Net actuarial loss $ (18,103 ) $ (28,205 ) Total loss recognized $ (18,103 ) $ (28,205 ) Weighted-average assumptions used to determine pension benefit obligations at year end: Discount rate 3.7 % 3.5 % Rate of compensation increase N/a N/a The following table summarizes the defined benefit pension plans with accumulated benefit obligations in excess of plan assets: (in thousands) September 30, 2017 September 30, 2016 Accumulated benefit obligation $ 128,852 $ 133,152 Fair value of plan assets 103,613 97,980 The following table summarizes the defined benefit pension plans with projected benefit obligations in excess of plan assets: (in thousands) September 30, 2017 September 30, 2016 Projected benefit obligation $ 128,852 $ 133,152 Fair value of plan assets 103,613 97,980 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: Asset Category: September 30, 2017 September 30, 2016 Equity securities 61% 52% Debt securities 38% 33% Cash and cash equivalents 1% 15% 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, 2017 , 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 are presented in the table below: (in thousands) September 30, 2017 September 30, 2016 Level 1 Level 2 Total Level 1 Level 2 Total United States equity securities $ — $ 36,362 $ 36,362 $ — $ 28,798 $ 28,798 Non-U.S. equity securities — 26,432 26,432 — 21,754 21,754 Fixed income securities — 39,319 39,319 — 32,372 32,372 Cash and cash equivalents 1,500 — 1,500 15,056 — 15,056 Total $ 1,500 $ 102,113 $ 103,613 $ 15,056 $ 82,924 $ 97,980 Equity securities consist primarily of publicly traded United States 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, 2017 and September 30, 2016 , 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, 2017 and September 30, 2016 . 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. Contribution amounts are determined and funded based on laws and regulations and with the assistance of professionally qualified actuaries. The Company contributed $375 and $411 to its pension plans for the fiscal years ended September 30, 2017 and September 30, 2016 . The Company anticipates that it will contribute at least the minimum required contribution of $1,177 to its pension plans in fiscal 2018 . Benefit payments, which reflect future expected service as appropriate, are expected to be paid in each fiscal year as follows: (in thousands) 2018 $ 5,372 2019 5,681 2020 6,046 2021 6,352 2022 6,624 2023 and thereafter 36,056 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 $3,000 , $2,817 and $2,741 for the fiscal years ended September 30, 2017 , September 30, 2016 and September 25, 2015 , respectively. Multi-Employer Plan — The Company has a liability of $6,250 as of September 30, 2017 and $6,507 as of September 30, 2016 representing the Company's proportionate share of a multi-employer pension plan which was exited prior to fiscal 2017 . |
Stock Incentive Plan
Stock Incentive Plan | 12 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plan | 4. STOCK INCENTIVE PLAN On June 10, 2016, the Company's Board of Directors adopted the Atkore International Group Inc. 2016 Omnibus Incentive Plan (the " Omnibus Incentive Plan "). 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 ("RSUs"), performance shares, performance stock units("PSUs"), stock appreciation rights, dividend equivalents and other stock-based awards to directors, offices, other employees and consultants. The Omnibus Incentive Plan replaces and succeeds the Atkore International Group Inc. Stock Incentive Plan (the "Stock Incentive Plan"). The Company no longer grants awards from the Stock Incentive Plan. Awards previously granted under the Stock Incentive Plan were unaffected by the termination. A maximum of 3.8 million shares of common stock is reserved for issuance under the Omnibus Incentive Plan. All awards have a ten year life. All share-based awards are expected to be fulfilled with new shares of common stock. Stock compensation expense is included in selling, general and administrative in the Company's consolidated statements of operations and was $12,788 , $21,127 and $13,523 for fiscal years 2017 , 2016 and 2015 , respectively. The total income tax benefit recognized for share-based compensation arrangements was $4,731 , $7,704 and $4,797 for fiscal years 2017 , 2016 and 2015 , respectively. Stock Options On September 26, 2014, the Company's Board of Directors modified the Stock Incentive Plan to provide the Company with the discretion to net settle stock option awards in cash upon exercises by holders upon termination of their employment. Starting at that time, options were considered liability awards and thus were measured and recorded at their estimated fair value. 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. Options granted under the Stock Incentive Plan vested ratably over five years. Options granted under the Omnibus Incentive Plan vest ratably over three years. On July 27, 2016 , the Company's Board of Directors modified the Stock Incentive Plan and terminated the net settlement feature, thereby requiring the stock option holders to exercise in an open market transaction through broker-assisted sales. The modification, which affected 63 employees, triggered a change from liability accounting to equity accounting. Consequently, the Company reclassified $43,870 from non-current liabilities to additional-paid-in-capital. 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 requisite service period (generally the vesting period), net of actual forfeitures based on the grant-date fair value of the option under the equity accounting method. 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, 2017 September 30, 2016 September 25, 2015 Expected dividend yield — % — % — % Expected volatility 40 % 40 % 35 % Range of risk-free interest rates (%) 1.95 0.74 - 1.27 0.85 - 1.74 Range of expected option lives 6.00 years 2.09 - 6.37 years 2.51 - 6.35 years Dividends are not paid on the Company's common stock. Expected volatility is based on historical volatilities of comparable companies. The risk-free interest rate is based on the United States 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 is estimated using the simplified method due to limited historical exercise activity. The Company does not estimate forfeitures which are accounted for as they occur. Stock option activity for the period September 26, 2014 to September 30, 2017 was as follows: Shares Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value (in thousands) Weighted-Average Remaining Contractual Term (in years) Outstanding as of September 26, 2014 7,673 $ 7.59 Granted 290 9.04 $ 9.09 Exercised (500 ) 7.30 $ 914 Forfeited (717 ) 7.30 Outstanding as of September 25, 2015 6,746 7.70 Granted 72 15.79 $ 7.63 Exercised (18 ) 7.95 $ 43 Forfeited (136 ) 8.84 Outstanding as of September 30, 2016 6,664 7.76 Granted 171 21.45 $ 8.84 Exercised (1,629 ) 7.47 $ 25,757 Forfeited (48 ) 9.02 Outstanding as of September 30, 2017 5,158 8.30 $ 58,175 5.6 Exercisable as of September 30, 2017 3,600 $ 7.67 $ 42,605 5.2 As of September 30, 2017 , there was $8,399 of total unrecognized compensation expense related to non-vested options granted expected to be recognized over a weighted-average period of approximately 1.6 years. The total fair value of shares vested during fiscal years 2017 , 2016 and 2015 was $10,696 , $12,507 and $2,787 , respectively. Cash received from stock option exercises for the fiscal years 2017 , 2016 and 2015 was $12,168 , $52 and $49 , respectively. The actual tax benefit for the tax deductions from stock option exercises totaled $9,530 , $19 and $18 , respectively for fiscal years 2017 , 2016 and 2015 . The amount of cash the Company paid to settle the options exercised during fiscal year ended 2017 , 2016 and 2015 was $0 , $43 and $914 , respectively. Restricted Stock Units Generally RSUs granted under the Omnibus Incentive Plan vest ratably over three years. The fair value of RSU grants was based on the closing price of the Company's common stock on the date of grant. RSU compensation expense is recorded on a straight-line basis over the remaining vesting period. Changes to the Company's nonvested RSU awards for the year ended September 30, 2017 were as follows: Shares Weighted-average grant-date fair value Nonvested as of September 30, 2016 — $ — Granted 443 19.68 Forfeited (8 ) 21.45 Nonvested as of September 30, 2017 435 $ 19.65 As of September 30, 2017 , there was $7,015 of total unrecognized compensation expense related to non-vested RSUs granted, expected to be recognized over a weighted-average period of approximately 2.5 years. The total fair value of RSUs vested during fiscal years 2017 , 2016 and 2015 was $0 , $300 and $100 , respectively. Performance Share Units On November 30, 2016, the Company awarded PSUs whose vesting is contingent upon meeting or exceeding certain market and performance conditions. The performance condition, which was based on an adjusted net income, represented 70% of the award and the market condition, which was based on Total Shareholder Return ("TSR") of the Company's common stock relative to the peer group represented the remaining 30% . All PSUs cliff vest at the end of three years based on the satisfaction of the performance conditions. Expense for the performance condition based award is recorded when the achievement of the performance condition is considered probable of achievement and is recorded on a straight-line basis over the requisite service period. If such performance criteria are not met, no compensation cost is recognized and any recognized compensation cost is reversed. Expense for the market condition based award is recorded on a straight-line basis over the explicit service period. The grant-date fair value for the performance condition based awards represents the closing stock price on the date of grant of $21.45 . The grant-date fair value for the market condition based awards was determined using the Monte-Carlo method. The assumptions used in the Monte-Carlo method to value the performance share awards granted during the fiscal year ended September 30, 2017 were as follows: September 30, 2017 Expected dividend yield — % Range of expected volatility 17.55 - 75.55 Risk free interest rates 1.35 % Expected life 3 years Fair value $ 29.53 Dividends are not paid on the Company's common stock. Expected volatility is based on historical volatilities of comparable companies. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of the grant for periods corresponding with the expected life of the award. The expected life of the award represents the weighted-average period of time that awards granted are expected to be outstanding, giving consideration to vesting schedules and expected exercise patterns. The Company does not estimate forfeitures which are accounted for as they occur. Changes to the Company's nonvested PSU awards for the year ended September 30, 2017 were as follows: Shares Weighted-average grant-date fair value Nonvested as of September 30, 2016 — $ — Granted 184 23.87 Forfeited (3 ) 23.87 Nonvested as of September 30, 2017 181 $ 23.87 As of September 30, 2017 , there was $3,182 of total unrecognized compensation expense related to non-vested PSUs granted, expected to be recognized over a weighted-average period of approximately 2 years. There were no PSUs vested during fiscal years 2017 , 2016 and 2015 . |
Restructuring Charges and Asset
Restructuring Charges and Asset Impairments | 12 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges and Asset Impairments | 5. RESTRUCTURING CHARGES AND ASSET IMPAIRMENTS Restructuring charges relate to the streamlining of the Company's cost structure and improving its operations. These actions primarily resulted in workforce reductions, lease termination costs, and other facility rationalization costs. Restructuring reserves are included as a component of other current liabilities . Prior periods have been revised for the change in our reportable segment presentation effective the fourth quarter of fiscal 2017. See Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies.'' Electrical Raceway Mechanical Products & Solutions Other/Corporate (in thousands) Severance (a) Other Severance (b) Other (b) Severance Other Total Balance as of September 26, 2014 $ 593 $ — $ 406 $ — $ 593 $ — $ 1,592 Charges — 266 3,680 780 1 62 4,789 Utilization (353 ) (267 ) (554 ) (35 ) (577 ) — (1,786 ) Reversals/exchange rate effects (34 ) 1 (21 ) (125 ) (2 ) (1 ) (182 ) Balance as of September 25, 2015 $ 206 $ — $ 3,511 $ 620 $ 15 $ 61 $ 4,413 Charges 807 — 689 2,583 — 199 4,278 Utilization (168 ) — (4,017 ) (2,542 ) (11 ) (260 ) (6,998 ) Reversals — — (183 ) (122 ) (4 ) — (309 ) Exchange rate effects (4 ) — — — — — (4 ) Balance as of September 30, 2016 $ 841 $ — $ — $ 539 $ — $ — $ 1,380 Charges 527 439 422 63 71 — 1,522 Utilization (917 ) (209 ) (166 ) (556 ) (71 ) — (1,919 ) Reversals — (230 ) — (36 ) — — (266 ) Exchange rate effects (2 ) — 22 — — — 20 Balance as of September 30, 2017 $ 449 $ — $ 278 $ 10 $ — $ — $ 737 (a) Primarily related to Atkore's commitment to close the Company's Acroba S.A.S. ("Acroba") subsidiary's facility in Reux, France as part of its continuing effort to realign its strategic focus during fiscal 2013. The Company recorded restructuring charges of $297 and $778 related to termination benefits during the fiscal years ended 2017 and 2016, respectively. (b) Primarily related to the August 6, 2015 announcement of the Company's 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 and 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. The Company also recorded $64 and $2,066 of facility-related and other charges related to the closure of the facilities during fiscal 2017 and 2016 respectively. The Company expects to utilize all restructuring accruals as of September 30, 2017 within the next twelve months. The net restructuring charges included as a component of selling, general and administrative expense and asset impairment charges in the Company's consolidated statements of operations were as follows: Fiscal Year Ended (in thousands) September 30, 2017 September 30, 2016 September 25, 2015 Total restructuring charges, net 1,256 3,967 4,766 Asset impairment charges — 129 27,937 Fence and Sprinkler Asset Impairment Charges During fiscal 2016 , the Company recorded impairment charges of $129 for the write-down of prepaid shop supplies related to Fence and Sprinkler. During fiscal 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 related to Fence and Sprinkler. The charges represent adjustments of the carrying values to current fair values. |
Other Income, Net
Other Income, Net | 12 Months Ended |
Sep. 30, 2017 | |
Other Income, Nonoperating [Abstract] | |
Other Income, Net | 6. OTHER INCOME, NET Other income, net consisted of the following: Fiscal Year Ended (in thousands) Note September 30, 2017 Gain on sale of joint venture 11 $ (5,774 ) Undesignated foreign currency derivate instruments 15 2,741 Foreign exchange gain on intercompany loans (2,038 ) Other income, net $ (5,071 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. INCOME TAXES Significant components of income (loss) before income taxes and income tax expense (benefit) for the fiscal years ended September 30, 2017 , September 30, 2016 and September 25, 2015 consisted of the following: (in thousands) September 30, 2017 September 30, 2016 September 25, 2015 Components of income (loss) before income taxes: United States $ 116,580 $ 78,016 $ (11,739 ) Non-U.S 9,545 8,765 3,868 Income (loss) before income taxes $ 126,125 $ 86,781 $ (7,871 ) Income tax expense (benefit): Current: United States: Federal $ 33,127 $ 18,748 $ (2,017 ) State 4,246 4,655 1,562 Non-U.S: 3,175 2,026 1,189 Current income tax expense $ 40,548 $ 25,429 $ 734 Deferred: United States: Federal $ 224 $ 642 $ (3,721 ) State 469 1,872 (929 ) Non-U.S: 245 42 1,000 Deferred income tax expense (benefit) 938 2,556 (3,650 ) Income tax expense (benefit) $ 41,486 $ 27,985 $ (2,916 ) 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: (in thousands) September 30, 2017 September 30, 2016 September 25, 2015 Statutory federal tax 35 % 35 % 35 % Adjustments to reconcile to the effective income tax rate: State income taxes 3 % 5 % 1 % Nondeductible expenses — % 2 % (7 )% Valuation allowance — % 1 % (15 )% Foreign rate differential (1 )% (2 )% 3 % Domestic Manufacturing Deduction (2 )% (3 )% — % Prior period adjustments — % — % (2 )% Indemnified uncertain tax benefits — % (5 )% 22 % Stock-based compensation (3 )% — % — % Other 1 % (1 )% — % Effective income tax rate 33 % 32 % 37 % The Company's effective tax rate for fiscal 2017 differs from the statutory rate primarily due to a $3,589 excess tax benefit associated with the exercise of stock options, a $2,761 tax benefit for domestic manufacturing deduction, offset by $3,459 of state income tax expense. 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. 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, 2017 September 30, 2016 Deferred tax assets: Accrued liabilities and reserves $ 48,619 $ 50,221 Tax loss and credit carryforwards 15,340 14,138 Postretirement benefits 9,863 14,232 Inventory 6,482 6,526 Other 877 1,320 $ 81,181 $ 86,437 Deferred tax liabilities: Property, plant and equipment $ (13,770 ) $ (12,785 ) Intangible assets (65,072 ) (70,037 ) Loss on investment (6,085 ) (5,151 ) Other (2,549 ) (1,695 ) $ (87,476 ) $ (89,668 ) Net deferred tax liability before valuation allowance (6,295 ) (3,231 ) Valuation allowance (9,512 ) (8,658 ) Net deferred tax liability $ (15,807 ) $ (11,889 ) As of September 30, 2017 , the Company has $66,114 of state net operating loss carryforwards which expire beginning in 2018 through 2036. In certain non-U.S. jurisdictions, the Company has net operating loss carryforwards of $42,494 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 United States 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 its Asia Pacific business. As of September 30, 2017 , the Company had unrecognized tax benefits of $3,578 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, 2017 and September 30, 2016 , the Company had accrued interest and penalties of $3,193 and $3,035 , 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 26, 2014 to September 30, 2017 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 Additions based on tax positions related to prior years 63 Settlements (288 ) Balance as of September 30, 2017 $ 3,578 During fiscal 2017 , the balance of unrecognized tax benefits decreased by $288 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 increased by $158 . 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 . 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 United States 2011-2014, 2016 The Company's income tax returns are examined periodically by various taxing authorities. The Company's federal tax return for fiscal 2015 has been completed by the Internal Revenue Service with no change, 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, 2017 and September 30, 2016 , the Company made no additional provision for United States 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. As of September 30, 2017 , certain subsidiaries had approximately $33,307 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 (including penalties and interest) 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 an investment agreement. Accordingly, the Company has reflected those liabilities with an offsetting receivable due from Tyco of $5,787 on the consolidated balance sheet as of September 30, 2017 . 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 an investment agreement between the Company and Tyco, 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. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 8. EARNINGS PER SHARE 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. Diluted earnings (loss) per 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, 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 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, 2017 and September 30, 2016 . There are no other potentially dilutive instruments outstanding. For the year ended September 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, requiring the Company to use the two-class method. Net income allocated to participating securities were not significant for the years ended September 30, 2017 and September 30, 2016 . As holders of certain stock-based compensation awards are not required to fund losses, no allocation of the loss available to common stockholders was made for the year ended September 25, 2015 . Fiscal Year Ended (in thousands, except per share data) September 30, 2017 September 30, 2016 September 25, 2015 Basic: Net income (loss) $ 84,639 $ 58,796 $ (4,955 ) Weighted-average shares outstanding 63,420 62,486 62,527 Basic earnings (loss) per share $ 1.33 $ 0.94 $ (0.08 ) Diluted: Net income (loss) $ 84,639 $ 58,796 $ (4,955 ) Weighted-average shares outstanding - basic 63,420 62,486 62,527 Effect of dilutive securities: Stock compensation plans (1) 3,165 334 — Weighted-average shares outstanding - diluted 66,585 62,820 62,527 Diluted earnings (loss) per share $ 1.27 $ 0.94 $ (0.08 ) (1) Stock options to purchase approximately 2.0 million and 6.3 million shares of common stock and restricted stock of 0.2 million and 0.0 million were outstanding during the years ended September 30, 2017 and September 30 2016, respectively, but were not included in the calculation of diluted earnings per share as the impact of these would have been anti-dilutive. Performance shares were excluded from the calculation of diluted shares since none of the performance or market conditions were met. For the year ended September 25, 2015, the Company settled all employee stock options in cash and therefore none of the outstanding awards affect the calculation of diluted earnings per share. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 9. ACCUMULATED OTHER COMPREHENSIVE LOSS The following table presents the changes in accumulated other comprehensive loss by component, net of tax: (in thousands) Defined benefit pension items Currency translation adjustments Total Balance as of September 25, 2015 $ (13,133 ) $ (7,900 ) $ (21,033 ) Other comprehensive loss before reclassifications (4,505 ) (858 ) (5,363 ) Amounts reclassified from accumulated other comprehensive loss 446 — 446 Net current period other comprehensive loss (4,059 ) (858 ) (4,917 ) Balance as of September 30, 2016 $ (17,192 ) $ (8,758 ) $ (25,950 ) Other comprehensive income before reclassifications 5,941 1,221 7,162 Amounts reclassified from accumulated other comprehensive loss 806 — 806 Net current period other comprehensive income 6,747 1,221 7,968 Balance as of September 30, 2017 $ (10,445 ) $ (7,537 ) $ (17,982 ) The following is a summary of the amounts reclassified from accumulated other comprehensive loss to net income (loss) : Fiscal Year Ended (in thousands) September 30, 2017 September 30, 2016 September 25, 2015 Amortization of defined benefit pension items: Amortization of net loss (included within selling, general and administrative expense) $ 1,303 $ 722 $ 88 Tax expense (497 ) (276 ) (34 ) Net reclassifications for the period $ 806 $ 446 $ 54 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 $343 . |
Inventories, Net
Inventories, Net | 12 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | 10. INVENTORIES, NET A majority of the Company records inventory at the lower of cost or market (primarily last in, first out, or "LIFO"). Approximately 75% and 87% of the Company's inventories are valued at the lower of LIFO cost or market at September 30, 2017 and September 30, 2016 , respectively. (in thousands) September 30, 2017 September 30, 2016 Purchased materials and manufactured parts, net $ 49,168 $ 39,921 Work in process, net 17,598 11,889 Finished goods, net 133,237 109,655 Inventories, net $ 200,003 $ 161,465 Total inventories would be $4,915 and $18,433 higher than reported as of September 30, 2017 and September 30, 2016 , respectively, if the first-in, first-out method was used for all inventories. As of September 30, 2017 and September 30, 2016 , the excess and obsolete inventory reserve was $8,432 and $8,447 , respectively. |
Assets Held for Sale
Assets Held for Sale | 12 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale | 11. ASSETS HELD FOR SALE (in thousands) September 30, 2017 September 30, 2016 Assets held for sale $ — $ 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 which was included in selling, general and administrative in the Company's consolidated statements of operations. The assets were previously classified as held for sale within the MP&S segment and had a carrying value of $3,367 . In May 2012, the Company entered into a share purchase agreement pursuant to which the Company sold its minority ownership share in Abahsain-Cope Saudi Arabia Ltd. for cash consideration of $9,087 . The total carrying value of the investment was $3,313 . During fiscal 2017, the Company recognized a pre-tax gain of $5,774 ( $3,102 , net of tax) on the sale when transfer of ownership was completed. The pre-tax gain was included in other income, net in the Company's consolidated statements of operations. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 12. PROPERTY, PLANT AND EQUIPMENT As of September 30, 2017 and September 30, 2016 , property, plant and equipment at cost and accumulated depreciation were as follows: (in thousands) September 30, 2017 September 30, 2016 Land $ 13,296 $ 12,804 Buildings and related improvements 105,154 103,256 Machinery and equipment 263,575 245,011 Leasehold improvements 6,744 6,498 Construction in progress 16,160 6,148 Property, plant and equipment 404,929 373,717 Accumulated depreciation (196,310 ) (171,025 ) Property, plant and equipment, net $ 208,619 $ 202,692 Depreciation expense for fiscal years ended September 30, 2017 , September 30, 2016 and September 25, 2015 totaled $32,320 , $32,779 and $37,362 , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 13. 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 30, 2016 and September 25, 2015 $ 76,640 $ 39,189 $ 115,829 Goodwill acquired during year 31,477 — 31,477 Exchange rate effects 410 — 410 Balance as of September 30, 2017 $ 108,527 $ 39,189 $ 147,716 Goodwill acquired during the year is based on a preliminary purchase price allocation and is subject to final valuations of intangible assets and property, plant and equipment. See Note 2, ''Acquisitions'' for additional details. Fiscal years 2017, 2016 and 2015 include accumulated impairment losses of $3,924 and $43,000 within the Electrical Raceway and Mechanical Products & Solutions segments, respectively. 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 . Goodwill is tested for impairment at a reporting unit level using either a qualitative assessment (" step zero ") or quantitative assessment ("step one"). The qualitative assessment requires significant judgments about macroeconomic conditions including the operating environment, industry and other market considerations as well as entity-specific events that could impact the reporting unit. If the Company concludes that it is more likely than not that the fair value of a reporting unit exceeds its carrying value, it would proceed to step one. As of the Company’s most recent quantitative goodwill impairment test performed in fiscal 2016, there was significant headroom when comparing the fair value of all of the reporting units to their carrying value and no triggering events were identified during fiscal 2017. The Company therefore elected to use the step zero assessment for fiscal 2017 which did not indicate any potential goodwill impairment. A reasonably possible change in the assumptions around the residual growth rate, weighted-average cost of capital of market participants, or estimated future cash flows would not result in an impairment of goodwill. During fiscal 2016 and 2015, the Company performed a step one assessment for each of its reporting units. The step one assessment first compares the fair value of a reporting unit with its carrying amount, including goodwill. The fair value of a reporting unit was determined using an income approach using a discounted cash flow analysis based on forecasted cash flows (including underlying revenue and operating income growth rates) discounted using an estimated weighted-average cost of capital of market participants. The Company corroborated the results under the income approach using (a) a market approach using a comparable company analysis and (b) a market approach using a transaction analysis. An impairment loss would be recorded in an amount equal to the excess of the carrying amount of goodwill over its fair value. The second part of the test, if required, compares the implied fair value of goodwill with its carrying amount. The Company had no goodwill impairments in the fiscal year ended September 30, 2016 . 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 one 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 $3,924 non-cash impairment, which is considered a Level 3 fair value measurement in accordance with the fair value hierarchy. As a result, there is no more goodwill ascribed to this reporting unit. The non-cash impairment charge was recorded as a component of asset impairment charges in the Company's consolidated statements of operations during fiscal 2015. The Company concluded that the circumstances surrounding this customer constituted a triggering event in accordance with ASC 360, "Property, Plant & Equipment." The Company compared the estimated undiscounted cash flows of the finite-lived customer relationship intangible asset to its carrying value to assess the recoverability. As the undiscounted cash flows related to the customer relationship intangible asset exceeded its carrying value, the Company did not proceed to the second step of the impairment test. Intangible Assets — The following table provides the gross carrying value, accumulated amortization, and net carrying value for each major class of intangible assets: September 30, 2017 September 30, 2016 ($ 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 11 $ 350,129 $ (118,273 ) $ 231,856 $ 249,245 $ (97,484 ) $ 151,761 Other 8 27,819 (9,266 ) 18,553 16,943 (7,647 ) 9,296 Total 11 377,948 (127,539 ) 250,409 266,188 (105,131 ) 161,057 Indefinite-lived Intangible Assets: Trade names 93,880 — 93,880 93,880 — 93,880 Total $ 471,828 $ (127,539 ) $ 344,289 $ 360,068 $ (105,131 ) $ 254,937 Intangible assets acquired for Flexicon and Calpipe during the year are based on a preliminary purchase price allocation and are subject to final valuations. See Note 2, ''Acquisitions'' for additional details. Amortization expense for the fiscal years ended September 30, 2017 , September 30, 2016 and September 25, 2015 was $22,407 , $22,238 and $22,103 , respectively. Expected amortization expense for intangible assets over the next five years and thereafter is as follows (in thousands): 2018 $ 33,152 2019 32,990 2020 32,505 2021 30,935 2022 30,112 2023 and thereafter 90,715 Actual amounts of amortization may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets, and other events. |
Debt
Debt | 12 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 14. DEBT Debt as of September 30, 2017 and September 30, 2016 was as follows: (in thousands) September 30, 2017 September 30, 2016 First Lien Term Loan Facility due December 22, 2023 $ 495,134 $ — Initial First Lien Term Loan Facility due April 9, 2021 — 409,200 Second Lien Term Loan Facility due October 9, 2021 — 229,460 ABL Credit Facility 85,000 — Deferred financing costs (4,496 ) (8,347 ) Other 440 — Total debt $ 576,078 $ 630,313 Less: Current portion 4,215 1,267 Long-term debt $ 571,863 $ 629,046 As of September 30, 2017 , future contractual maturities of long-term debt are as follows (in thousands): 2018 $ 5,000 2019 5,000 2020 5,000 2021 5,000 2022 5,000 2023 and thereafter 471,250 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 " Initial 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 Initial First Lien Term Loan Facility was priced at 99.5% and carried an interest rate of LIBOR plus 3.5% with a LIBOR floor of 1.00% . The Second Lien Term Loan Facility was priced at 99.0% and carried an interest rate of LIBOR plus 6.75% with a LIBOR floor of 1.00% . 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 . 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 " First Lien Term Loan Facility "). Loans under the 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 United States operating companies owned by AII. The First Lien Term Loan Facility amortizes at a rate of 1.0% per annum and was priced at 99.75% . AII used proceeds from the First Lien Term Loan Facility and approximately $155 million of available cash to (i) repay all outstanding loans under the Initial First Lien Term Loan Facility and the Second Lien Term Loan Facility and (ii) pay related fees and expenses, including accrued interest. For the fiscal year ended September 30, 2017 , the Company recorded a $9,805 loss on the extinguishment of the Initial First Lien Term Loan Facility and the Second Lien Term Loan Facility. The First Lien Term Loan Facility 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 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. 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 , decreased the interest rate margins applicable to loans under the facility to (i) in the case of United States dollar-denominated loans, either (x) LIBOR plus an applicable margin ranging from 1.25% to 1.75% , or (y) an alternate base rate plus an applicable margin ranging from 0.25% to 0.75% or (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% and decreased the fee payable with respect to unutilized availability under the facility from 0.25% to 0.375% depending on the remaining availability under the facility. The ABL Credit Facility has aggregate commitments of $325,000 and is guaranteed by AIH and the United States subsidiaries owned directly or indirectly by AII. AII's availability under the ABL Credit Facility was $172,994 and $255,755 as of September 30, 2017 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 $85 million and $0 of borrowings outstanding under the ABL Credit Facility as of September 30, 2017 and September 30, 2016 , respectively. The company paid a fee of 0.50% on unutilized availability in fiscal 2016 and up until December 22, 2016, and a fee of 0.375% for the period from December 22, 2016 through September 30, 2017. 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: 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 has not been subject to the minimum fixed charge coverage ratio during any period subsequent to the establishment of the ABL Credit Facility. The First Lien Term Loan Facility and the ABL Credit Facility are secured by all of the assets of the US subsidiaries of the Company. The First Lien Term Loan Facility has priority over all real property, plant and equipment, intellectual property and capital stock of any US subsidiary and any documents or instruments evidencing the foregoing assets. The ABL Credit Facility has first priority over cash and cash equivalents, accounts receivable, inventory and other documents and instruments evidencing the foregoing assets. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 15. FAIR VALUE MEASUREMENTS Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company uses forward currency contracts to hedge the effects of foreign exchange relating to certain of the Company's intercompany loans denominated in a foreign currency. These derivative instruments are not formally designated as hedges by the Company and the terms of these instruments range from six months to five years. Short-term forward currency contracts are recorded in other current liabilities and long-term forward currency contracts are recorded in other long-term liabilities in the consolidated balance sheets . The fair value gains and losses are included in other income, net within the consolidated statements of operations . See Note 6, ''Other Income, net'' for further detail. The total notional amount of undesignated forward currency contracts were £52.6 million as of September 30, 2017 . There were no undesignated forward currency contracts as of September 30, 2016 and September 25, 2015 . Cash flows associated with derivative financial instruments are recognized in the operating section of the consolidated statements of cash flows . The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The following table presents the assets and liabilities measured at fair value on a recurring basis as of September 30, 2017 and September 30, 2016 in accordance with the fair value hierarchy: September 30, 2017 September 30, 2016 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash equivalents $ 571 $ — $ — $ 167,006 $ — $ — Forward currency contracts — 2,936 — — — — The Company measured $6,680 of assets held for sale on a nonrecurring basis as of September 30, 2016 which is considered a Level 3 fair value measurement in accordance with the fair value hierarchy. 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 estimated fair value of financial instruments not carried at fair value in the consolidated balance sheets were as follows: September 30, 2017 September 30, 2016 (in thousands) Carrying Value Fair Value Carrying Value Fair Value First Lien Term Loan Facility due December 22, 2023 $ 496,250 $ 498,979 $ — $ — Initial First Lien Term Loan Facility due April 9, 2021 — — 409,200 411,084 Second Lien Term Loan Facility due October 9, 2021 — — 229,460 231,092 Total debt $ 496,250 $ 498,979 $ 638,660 $ 642,176 In determining the approximate fair value of its long-term debt, the Company used the trading value among financial institutions, which were classified within Level 2 of the fair value hierarchy. The carrying value of the ABL Credit Facility approximates fair value due to it being market-linked variable rate debt. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. COMMITMENTS AND CONTINGENCIES The Company has obligations related to commitments to purchase certain goods. As of September 30, 2017 , such obligations were $89,117 for fiscal 2018 , $3,395 for fiscal 2019 and $257 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 $12,941 , $11,934 and $11,721 in fiscal 2017 , 2016 , and 2015 , respectively. At September 30, 2017 , minimum future operating lease payments in excess of one year are presented in the table below as follows (in thousands): 2018 $ 10,735 2019 10,549 2020 8,565 2021 7,373 2022 4,620 2023 and thereafter 9,884 Total $ 51,726 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. 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 the Company refers to collectively as the " Special Products Claims ." After an analysis of claims experience, the Company reserved its best estimate of the probable and reasonably estimable losses related to these matters. The Company's total product liability reserves for Special Products Claims and other product liability matters were $5,872 and $4,951 as of September 30, 2017 and September 30, 2016 , respectively. As of September 30, 2017 , the Company believes that the range of probable losses for Special Products Claims and other product liabilities is between $3,000 and $10,000 . At this time, the Company does not expect the outcome of the Special Products Claims proceedings, either individually or in the aggregate, to have a material adverse effect on its business, financial condition, results of operations or cash flows, and the Company believes that its reserves are adequate for all claims, including 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. 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. During fiscal 2017, the United States Department of Commerce ruled on a scope request in relation to an Antidumping Duty Order for Malleable Iron Pipe Fittings from China. The ruling subjects certain of the Company's imports of conduit fittings within the Atkore Steel Components Inc. business (acquired in November 2014) to antidumping duties, which are incremental to the duties previously paid upon importation. The Company is appealing the scope decision and has established an accrual of $7,501 for the related contingent liability with the related expense within selling, general and administrative in the consolidated statements of operations which covers the post-acquisition period through the date of the scope ruling. In addition to the matters discussed above, from time to time, the Company is subject to a number of disputes, administrative proceedings and other claims arising out of the ordinary conduct of the Company's 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. |
Guarantees
Guarantees | 12 Months Ended |
Sep. 30, 2017 | |
Guarantees [Abstract] | |
Guarantees | 17. GUARANTEES The Company has outstanding letters of credit totaling $8,560 supporting workers' compensation and general liability insurance policies and surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $30,437 as of September 30, 2017 . As of September 30, 2016, the Company had outstanding letters of credit totaling $9,121 as collateral for advance payments it received pursuant to the sale of its minority ownership share in Abahsain-Cope Saudi Arabia Ltd. The bank guarantees were canceled during the second quarter of fiscal 2017 when the transfer of ownership was completed. 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 18. RELATED PARTY TRANSACTIONS Transactions between the Company, CD&R and affiliates of CD&R 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. 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. 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 and $3,500 for the fiscal years ended September 30, 2016 and September 25, 2015 , respectively. Additionally, affiliates of CD&R own equity positions in one of the Company's customer. Net sales during fiscal 2017 to this customer was $8.3 million . There were no related party transactions during fiscal 2016 and 2015 . |
Segment Information
Segment Information | 12 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | 19. 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. Effective in the fourth quarter of fiscal 2017, the Company implemented a realignment of its segment financial reporting structure such that its international businesses within EMEA and APAC regions are now reflected in its Electrical Raceway segment. These businesses were previously reflected within the MP&S segment. See Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies'' for additional information. Prior year results have been revised for the impact of the realignment for comparability. Both segments use Adjusted EBITDA as the primary measure of profit and loss. Segment Adjusted EBITDA is the sum of income (loss) from operations before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, interest expense, net, gain (loss) on extinguishment of debt, restructuring and impairments, stock-based compensation, certain legal matters, consulting fees, transaction costs, gain on sale of joint venture and other items, such as inventory reserves and adjustments, release of indemnified uncertain tax positions, the impact of foreign exchange gains or losses and the impact from the Fence and Sprinkler exit. Prior to fiscal 2017, income (loss) before income taxes was also adjusted to exclude net periodic pension benefit cost and routine ABF product liability. Beginning in fiscal 2017, these costs are no longer excluded. Prior fiscal years have not been revised for this change due to the relative insignificance and nature of these amounts. 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 on a pro rata basis due to the shared nature of activities. Recorded amounts represent a proportional amount of the quantity of product produced for each segment. Certain assets, such as machinery and equipment and facilities, are not allocated to each segment despite serving both segments. These shared assets are reported within the MP&S segment. We allocate certain corporate operating expenses that directly benefit our operating segments, such as insurance and information technology, on a basis that reasonably approximates an estimate of the use of these services. Fiscal year ended September 30, 2017 September 30, 2016 September 25, 2015 (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 $ 1,093,500 $ 1,283 $ 189,351 $ 1,066,711 $ 1,919 $ 181,939 $ 1,079,155 $ 1,121 $ 112,544 MP&S 410,434 98 $ 63,687 456,673 148 $ 81,199 650,013 205 $ 73,737 Eliminations — (1,381 ) — (2,067 ) — (1,326 ) Consolidated operations $ 1,503,934 $ — $ 1,523,384 $ — $ 1,729,168 $ — Capital Expenditures Total Assets (in thousands) September 30, 2017 September 30, 2016 September 25, 2015 September 30, 2017 September 30, 2016 September 25, 2015 Electrical Raceway $ 13,037 $ 9,161 $ 12,530 $ 757,775 $ 566,250 $ 620,109 MP&S 8,212 6,130 10,598 306,229 343,002 409,937 Unallocated 3,873 1,539 3,721 151,088 255,316 83,753 Consolidated operations $ 25,122 $ 16,830 $ 26,849 $ 1,215,092 $ 1,164,568 $ 1,113,799 Presented below is a reconciliation of operating segment Adjusted EBITDA to Income (loss) before income taxes : Fiscal Year Ended (in thousands) September 30, 2017 September 30, 2016 September 25, 2015 Operating segment Adjusted EBITDA Electrical Raceway $ 189,351 $ 181,939 $ 112,544 MP&S 63,687 81,199 73,737 Total $ 253,038 $ 263,138 $ 186,281 Unallocated expenses (a) (25,430 ) (28,136 ) (22,331 ) Depreciation and amortization (54,727 ) (55,017 ) (59,465 ) Interest expense, net (26,598 ) (41,798 ) (44,809 ) Gain (loss) on extinguishment of debt (9,805 ) 1,661 — Restructuring & impairments (1,256 ) (4,096 ) (32,703 ) Net periodic pension benefit cost — (441 ) (578 ) Stock-based compensation (12,788 ) (21,127 ) (13,523 ) ABF product liability impact — (850 ) 216 Legal matters (7,551 ) (1,382 ) — Consulting fees — (15,425 ) (3,500 ) Transaction costs (4,779 ) (7,832 ) (6,039 ) Gain on sale of joint venture 5,774 — — Other 10,247 (1,103 ) (14,305 ) Impact of Fence and Sprinkler exit — (811 ) 2,885 Income (loss) before income taxes $ 126,125 $ 86,781 $ (7,871 ) (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, 2017 September 30, 2016 September 25, 2015 September 30, 2017 September 30, 2016 September 25, 2015 United States $ 202,823 $ 204,640 $ 232,566 $ 1,367,907 $ 1,395,750 $ 1,604,788 Other Americas 164 175 132 37,908 40,573 42,136 Europe 9,306 1,295 1,036 55,181 40,246 38,621 Asia-Pacific 3,378 3,826 4,482 42,938 46,815 43,623 Total $ 215,671 $ 209,936 $ 238,216 $ 1,503,934 $ 1,523,384 $ 1,729,168 The table below shows the amount of net sales from external customers for each of the Company's product categories which accounted for 10 percent or more of consolidated net sales in any of the last three fiscal years: Fiscal Year Ended (in thousands) September 30, 2017 September 30, 2016 September 25, 2015 Metal Electrical Conduit and Fittings $ 349,239 $ 331,526 $ 320,531 Armored Cable and Fittings 323,070 318,279 332,153 PVC Electrical Conduit & Fittings 265,389 258,954 269,808 Other raceway products 155,802 157,952 156,663 Electrical Raceway 1,093,500 1,066,711 1,079,155 Mechanical Pipe 211,245 249,473 286,635 Other MP&S products 199,189 199,384 184,785 Impact of Fence and Sprinkler — 7,816 178,593 MP&S 410,434 456,673 650,013 Net sales $ 1,503,934 $ 1,523,384 $ 1,729,168 Risks and Concentrations 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. Concentration of Employees — As of September 30, 2017 , approximately 40% of the Company's employees were represented by a union under a collective bargaining agreement. All unions are either located in the United States or Canada with no unions or Worker's Councils at any of the other locations abroad. The Company's New Bedford, Massachusetts facility has a contract which expires in February 2018 affecting 250 employees. The Company believes its relationship with their employees is good. |
Quarterly Operating Results (Un
Quarterly Operating Results (Unaudited) | 12 Months Ended |
Sep. 30, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Operating Results (Unaudited) | 20. QUARTERLY OPERATING RESULTS (UNAUDITED) The following tables presents unaudited selected quarterly financial data for the years ended September 30, 2017 and September 30, 2016 . The operating results for any quarter are not necessarily indicative of the results of any future period. Three Months Ended (in thousands, except per share data) December 30, 2016 March 31, 2017 June 30, 2017 September 30, 2017 December 25, 2015 March 25, 2016 (3) June 24, 2016 September 30, 2016 (4) Net sales $ 337,591 $ 372,791 $ 397,745 $ 395,807 $ 358,375 $ 353,046 $ 395,724 $ 416,239 Gross profit 92,005 87,949 92,825 89,853 72,409 91,410 111,521 93,342 Net income 17,382 18,935 27,465 20,857 8,572 14,007 20,645 15,572 Net income per share Basic (5) $ 0.28 $ 0.30 $ 0.43 $ 0.33 $ 0.14 $ 0.22 $ 0.33 $ 0.25 Diluted (5) 0.26 0.28 0.41 0.31 0.14 0.22 0.33 0.24 (1) Includes a $9,805 loss on the extinguishment of the Initial First Lien Term Loan Facility and the Second Lien Term Loan Facility. See Note 14, "Debt." (2) Includes $5,774 pre-tax gain on sale of Abahsain-Cope Saudi Arabia Ltd joint venture and $7,501 pre-tax expense related to the Antidumping Duty Order for Malleable Iron Pipe Fittings. See Note 16, "Commitments and contingencies." (3) Includes a $1,661 gain on the extinguishment of debt related to the January 22, 2016 redemption of a portion of the Second Lien Term Loan Facility. See Note 14, "Debt." (4) Due to the Company's fiscal year convention, includes 14 weeks of operations compared to 13 weeks for all other periods presented. (5) 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, 2017 | |
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, 2017 September 30, 2016 Assets Investment in subsidiary $ 360,871 $ 257,246 Total Assets 360,871 257,246 Liabilities and Equity Total Liabilities $ — $ — Equity: Common stock, $0.01 par value, 1,000,000,000 shares authorized, 63,305,434 and 62,458,367 shares issued and outstanding, respectively $ 634 $ 626 Treasury stock, held at cost, 260,900 and 260,900 shares, respectively (2,580 ) (2,580 ) Additional paid-in capital 423,232 398,292 Accumulated deficit (42,433 ) (113,142 ) Accumulated other comprehensive loss (17,982 ) (25,950 ) Total Equity 360,871 257,246 Total Liabilities and Equity $ 360,871 $ 257,246 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, 2017 September 30, 2016 September 25, 2015 Equity in net income (loss) of subsidiary $ 84,639 $ 58,796 $ (4,955 ) Net income (loss) 84,639 58,796 (4,955 ) Other comprehensive income (loss) of subsidiary, net of tax 7,968 (4,917 ) (14,403 ) Comprehensive income (loss) $ 92,607 $ 53,879 $ (19,358 ) 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, 2017 September 30, 2016 September 25, 2015 Cash Flows from Operating Activities: Net cash provided by operating activities $ — $ — $ — Cash Flows from Investing Activities: Distribution received from subsidiary 13,938 — 882 Distribution paid to subsidiary (12,168 ) (52 ) (49 ) Net cash provided by (used in) investing activities 1,770 (52 ) 833 Cash Flows from Financing Activities: Issuance of common shares 12,168 52 49 Repurchase of common shares (13,938 ) — (882 ) Net cash (used in) provided by financing activities (1,770 ) 52 (833 ) 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 a result, 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 $13,938 , $0 , and $882 from its subsidiaries for the years ended September 30, 2017 , September 30, 2016 and September 25, 2015 , respectively. The distributions received in fiscal 2017 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, 2017 | |
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: 2017 $ (1,006 ) (243 ) 10 $ (1,239 ) 2016 $ (1,173 ) (426 ) 593 $ (1,006 ) 2015 $ (1,986 ) 560 253 $ (1,173 ) Deferred Tax Valuation Allowance: For the fiscal year ended: 2017 $ (8,658 ) (1,164 ) 310 $ (9,512 ) 2016 $ (7,532 ) (2,604 ) 1,478 $ (8,658 ) 2015 $ (7,708 ) (1,107 ) 1,283 $ (7,532 ) |
Basis of Presentation and Sum31
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation — The accompanying audited consolidated financial statements of the Company and all of its subsidiaries 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 — Starting in fiscal 2016, the Company has a fiscal year that ends on September 30. Prior to fiscal 2016, the fiscal year ended on the last Friday in September. Fiscal year 2017 and 2015 were 52-week fiscal years which ended on September 30, 2017 and September 25, 2015 , respectively. Fiscal year 2016 was a 53-week fiscal year which ended on September 30, 2016 . The Company's fiscal quarters end on the last Friday in December, March and June. |
Use of 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. 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. Revenues are recorded net of tax. 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 transactional gains or losses for foreign currency transactions, excluding the foreign exchange exposure for intercompany loan transactions, which is included in Other income, net . |
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 and finite-lived intangible assets 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 is 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 13, ''Goodwill and Intangible Assets'' for additional detail. 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. In fiscal 2017, the Company utilized the qualitative approach (" step zero ") when testing for goodwill impairment. The step zero assessment was used to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. The step zero assessment requires significant judgments about macroeconomic conditions including the operating environment, industry and other market considerations as well as entity-specific events to determine whether a reporting unit is at risk for goodwill impairment. In the event a reporting unit fails the step zero goodwill impairment test, it is necessary to perform the step one goodwill impairment test. The measurement date is the first day of the fourth fiscal quarter, or more frequently, if triggering events occur. Prior to fiscal 2017, the Company tested goodwill for impairment using a two-step test. To perform step one, the Company first compares the fair value of a reporting unit with its carrying amount, including goodwill. The Company determines the fair value of a reporting unit using 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. The Company additionally determines the fair value of a reporting unit using (a) a market approach using a comparable company analysis; and (b) a market approach using a transaction analysis to corroborate the results of the income approach. The fair value measurement is considered a Level 3 fair value measurement in accordance with the fair value hierarchy. If the carrying amount of the reporting unit's goodwill exceeds the fair value of that goodwill, the Company proceeds to step two of the test and an impairment loss is recognized in an amount equal to the excess of the carrying amount of goodwill over its fair value. 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 2017 , 2016 and 2015 , there were no indefinite-lived trade name impairments. The Company also considers 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 on a straight-lined basis 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 on a straight-lined basis over their estimated useful lives, ranging from 2 to 20 years. The Company did not have a triggering event during fiscal 2017 and 2016 . |
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. |
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 International Holding S.à .r.l. ("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 the Company's 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. |
Leases | Leases — All leases that are determined not to meet any of the capital lease criteria are classified as operating leases. Operating lease payments are recognized as an expense in the statement of operations on a straight-line basis over the lease term. |
Translation of Foreign Currency | Translation of Foreign Currency — For the Company's non-U.S. subsidiaries that report in a functional currency other than United States dollars, assets and liabilities are translated into United States 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 consolidated statements of comprehensive income (loss) . |
Recent Accounting Pronouncements | A summary of recently adopted Accounting Standards Update ("ASU"s) are as follows. Adoption dates are on the first day of the fiscal year indicated below, unless otherwise specified. Adopted Guidance ASU Description of ASU Impact to Atkore Note Adoption Date 2017-04 Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment The ASU 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. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities. No material impact on the consolidated financial statements. 13 2017 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business The ASU clarifies the definition of a business to assist entities in evaluating whether a transaction should be accounted for as an acquisition or disposal. No material impact on the consolidated financial statements. 2 2017 2015-10 Technical Corrections and Improvements The ASU is part of an ongoing project on the Financial Accounting Standards Board's ("FASB") 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 applies to all reporting entities within the scope of the affected accounting guidance. No material impact on the consolidated financial statements. 2017 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 Accounting Standards Codification ("ASC") 820, "Fair Value Measurement" and 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. These investments should continue to be shown in the investment disclosure amount to allow the disclosure to reconcile to the investment amount presented in the balance sheet. No material impact on the consolidated financial statements. 2017 Adopted Guidance ASU Description of ASU Impact to Atkore Note Adoption Date 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. No material impact on the consolidated financial statements. 2 2016 2016-15 Classification of Certain Cash Receipts and Payments The ASU amends ASC 230, "Statement of Cash Flows" and provides guidance on the classification of certain cash receipts and payments including debt prepayment or debt issuance costs and cash payments for contingent considerations. No material impact on the consolidated financial statements. 2016 2016-09 Improvements to Employee Share-Based Payment Accounting The ASU amends ASC 718, "Compensation — Stock Compensation" and 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. The Company recognized excess tax benefit adjustments using a modified retrospective method. In fiscal 2016, the Company recorded a cumulative adjustment to retained earnings of $1,300 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 elected to account for forfeitures when they occur. The election had no impact to the financial statements. 4 2016 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. No material impact on the consolidated financial statements. 2016 A summary of guidance not yet adopted are as follows: Guidance not yet adopted ASU Description of ASU Impact to Atkore Effective Date 2017-09 Compensation - Stock Compensation (Topic 718): Scope of Modification The ASU does not require an entity to apply modification accounting if the fair value, vesting conditions and classification of the awards do not change. Under evaluation 2019 Guidance not yet adopted ASU Description of ASU Impact to Atkore Effective Date 2017-07 Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost The ASU requires an entity to report the service cost component of pension cost and postretirement benefit cost as compensation expense during the employee's service period. The other components of net periodic pension benefit costs will be presented outside a subtotal of income from operations. Under evaluation 2019 2016-16 Income Taxes (Topic 740): Intra-Entity Transfers of Assets 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. Under evaluation 2019 2014-09 Revenue from Contracts with Customers The ASU provides guidance for revenue recognition. The update’s core principle is that a company will recognize revenue when it transfers promised goods or services 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. The Company is currently in the process of completing its initial analysis and performing detailed reviews of significant contracts to determine if any adjustments will be necessary to existing accounting policies, and to support an evaluation of the impact on its results of operations and financial condition. 2019 2015-14 Revenue from Contracts with Customers: Deferral of the Effective Date The standard updates ASU2014-09 and revises the effective dates to fiscal years beginning after December 15, 2017. Refer to impact of ASU 2014-09 above. 2019 2016-08, "Revenue from Contracts with Customers: Principal versus Agent Considerations The ASU 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. Refer to impact of ASU 2014-09 above. 2019 2016-10, "Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing The ASU 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. Refer to impact of ASU 2014-09 above. 2019 2016-12, "Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients The ASU 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. Refer to impact of ASU 2014-09 above. 2019 Guidance not yet adopted ASU Description of ASU Impact to Atkore Effective Date 2016-02 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. Atkore conducts some of its operations under leases that are accounted for as operating leases, with no related assets and liabilities on the balance sheet. The proposed changes would require that substantially all of the Company's operating leases be recognized as assets and liabilities on the balance sheet. The impact is still being evaluated. 2020 |
Basis of Presentation and Sum32
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Estimated Useful Lives | 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, 2017 and September 30, 2016 , property, plant and equipment at cost and accumulated depreciation were as follows: (in thousands) September 30, 2017 September 30, 2016 Land $ 13,296 $ 12,804 Buildings and related improvements 105,154 103,256 Machinery and equipment 263,575 245,011 Leasehold improvements 6,744 6,498 Construction in progress 16,160 6,148 Property, plant and equipment 404,929 373,717 Accumulated depreciation (196,310 ) (171,025 ) Property, plant and equipment, net $ 208,619 $ 202,692 |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | Adopted Guidance ASU Description of ASU Impact to Atkore Note Adoption Date 2017-04 Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment The ASU 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. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities. No material impact on the consolidated financial statements. 13 2017 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business The ASU clarifies the definition of a business to assist entities in evaluating whether a transaction should be accounted for as an acquisition or disposal. No material impact on the consolidated financial statements. 2 2017 2015-10 Technical Corrections and Improvements The ASU is part of an ongoing project on the Financial Accounting Standards Board's ("FASB") 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 applies to all reporting entities within the scope of the affected accounting guidance. No material impact on the consolidated financial statements. 2017 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 Accounting Standards Codification ("ASC") 820, "Fair Value Measurement" and 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. These investments should continue to be shown in the investment disclosure amount to allow the disclosure to reconcile to the investment amount presented in the balance sheet. No material impact on the consolidated financial statements. 2017 Adopted Guidance ASU Description of ASU Impact to Atkore Note Adoption Date 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. No material impact on the consolidated financial statements. 2 2016 2016-15 Classification of Certain Cash Receipts and Payments The ASU amends ASC 230, "Statement of Cash Flows" and provides guidance on the classification of certain cash receipts and payments including debt prepayment or debt issuance costs and cash payments for contingent considerations. No material impact on the consolidated financial statements. 2016 2016-09 Improvements to Employee Share-Based Payment Accounting The ASU amends ASC 718, "Compensation — Stock Compensation" and 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. The Company recognized excess tax benefit adjustments using a modified retrospective method. In fiscal 2016, the Company recorded a cumulative adjustment to retained earnings of $1,300 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 elected to account for forfeitures when they occur. The election had no impact to the financial statements. 4 2016 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. No material impact on the consolidated financial statements. 2016 A summary of guidance not yet adopted are as follows: Guidance not yet adopted ASU Description of ASU Impact to Atkore Effective Date 2017-09 Compensation - Stock Compensation (Topic 718): Scope of Modification The ASU does not require an entity to apply modification accounting if the fair value, vesting conditions and classification of the awards do not change. Under evaluation 2019 Guidance not yet adopted ASU Description of ASU Impact to Atkore Effective Date 2017-07 Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost The ASU requires an entity to report the service cost component of pension cost and postretirement benefit cost as compensation expense during the employee's service period. The other components of net periodic pension benefit costs will be presented outside a subtotal of income from operations. Under evaluation 2019 2016-16 Income Taxes (Topic 740): Intra-Entity Transfers of Assets 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. Under evaluation 2019 2014-09 Revenue from Contracts with Customers The ASU provides guidance for revenue recognition. The update’s core principle is that a company will recognize revenue when it transfers promised goods or services 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. The Company is currently in the process of completing its initial analysis and performing detailed reviews of significant contracts to determine if any adjustments will be necessary to existing accounting policies, and to support an evaluation of the impact on its results of operations and financial condition. 2019 2015-14 Revenue from Contracts with Customers: Deferral of the Effective Date The standard updates ASU2014-09 and revises the effective dates to fiscal years beginning after December 15, 2017. Refer to impact of ASU 2014-09 above. 2019 2016-08, "Revenue from Contracts with Customers: Principal versus Agent Considerations The ASU 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. Refer to impact of ASU 2014-09 above. 2019 2016-10, "Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing The ASU 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. Refer to impact of ASU 2014-09 above. 2019 2016-12, "Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients The ASU 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. Refer to impact of ASU 2014-09 above. 2019 Guidance not yet adopted ASU Description of ASU Impact to Atkore Effective Date 2016-02 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. Atkore conducts some of its operations under leases that are accounted for as operating leases, with no related assets and liabilities on the balance sheet. The proposed changes would require that substantially all of the Company's operating leases be recognized as assets and liabilities on the balance sheet. The impact is still being evaluated. 2020 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
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 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 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) Calpipe Industries, Inc. Other Total Fair value of consideration transferred: Cash consideration $ 110,155 $ 87,649 $ 197,804 Purchase price payable 2,278 — 2,278 Settlement of pre-existing relationship (382 ) — (382 ) Total consideration transferred $ 112,051 $ 87,649 $ 199,700 Fair value of assets acquired and liabilities assumed: Cash 5,051 8,830 13,881 Accounts receivable 10,918 7,588 18,506 Inventories 20,319 8,297 28,616 Intangible assets 62,720 47,450 110,170 Fixed assets 3,665 8,286 11,951 Accounts payable (1,601 ) (1,550 ) (3,151 ) Other (8,213 ) (3,537 ) (11,750 ) Net assets acquired 92,859 75,364 168,223 Excess purchase price attributed to goodwill acquired $ 19,192 $ 12,285 $ 31,477 |
Schedule of Fair Value of Amortizable Intangible Assets | The following table summarizes the fair value of intangible assets as of the acquisition dates: Calpipe Industries, Inc. Other ($ in thousands) Fair Value Weighted Average Useful Life (Years) Fair Value Weighted Average Useful Life (Years) Customer relationships $ 56,124 10 $ 44,436 10 Other 6,596 10 3,014 6 Total intangible assets $ 62,720 10 $ 47,450 10 The following table summarizes the fair value of 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) Customer relationships $ 300 10 $ 7,900 8 Other 180 4 2,700 14 Total intangible assets $ 480 $ 10,600 |
Business Acquisition, Pro Forma Information | The following table presents unaudited pro forma results of operations for the fiscal years ended September 30, 2017 and September 30, 2016 as if the Calpipe acquisition had occurred as of the first day of the fiscal 2016 period: Fiscal Year Ended (in thousands) September 30, 2017 September 30, 2016 Proforma net sales $ 1,575,801 $ 1,589,136 Proforma net income 90,932 63,412 |
Postretirement Benefits (Tables
Postretirement Benefits (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Periodic Benefit Cost | he net periodic benefit cost for the periods presented was as follows: Fiscal Year Ended (in thousands) September 30, 2017 September 30, 2016 September 25, 2015 Service cost $ 2,049 $ 1,894 $ 2,509 Interest cost 3,793 4,143 4,784 Expected return on plan assets (6,601 ) (6,318 ) (6,803 ) Amortization of actuarial loss 1,303 722 88 Net periodic benefit cost $ 544 $ 441 $ 578 The weighted-average assumptions used to determine net periodic pension benefit cost during the period were as follow: September 30, 2017 September 30, 2016 September 25, 2015 Discount rate 3.5 % 4.2 % 4.2 % Expected return on plan assets 7.0 % 7.0 % 7.0 % Rate of compensation increase N/a N/a N/a |
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 (in thousands): Change in benefit obligations: Balance 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 ) Balance as of September 30, 2016 133,152 Service cost 2,049 Interest cost 3,793 Actuarial (gain) (5,012 ) Benefits and administrative expenses paid (5,130 ) Balance as of September 30, 2017 $ 128,852 Change in plan assets: Balance as of September 25, 2015 $ 93,074 Actual return on plan assets 9,122 Employer contributions 411 Benefits and administrative expenses paid (4,627 ) Balance as of September 30, 2016 97,980 Actual return on plan assets 10,388 Employer contributions 375 Benefits and administrative expenses paid (5,130 ) Balance as of September 30, 2017 $ 103,613 Funded status as of September 30, 2017 $ (25,239 ) |
Schedule of Amounts Recognized in Balance Sheet | (in thousands) September 30, 2017 September 30, 2016 Amounts recognized in the consolidated balance sheets consist of: Pension liabilities $ (25,239 ) $ (35,172 ) Net amount recognized $ (25,239 ) $ (35,172 ) Amounts recognized in accumulated other comprehensive loss (before income taxes) consist of: Net actuarial loss $ (18,103 ) $ (28,205 ) Total loss recognized $ (18,103 ) $ (28,205 ) Weighted-average assumptions used to determine pension benefit obligations at year end: Discount rate 3.7 % 3.5 % Rate of compensation increase N/a N/a |
Schedule of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets | The following table summarizes the defined benefit pension plans with accumulated benefit obligations in excess of plan assets: (in thousands) September 30, 2017 September 30, 2016 Accumulated benefit obligation $ 128,852 $ 133,152 Fair value of plan assets 103,613 97,980 The following table summarizes the defined benefit pension plans with projected benefit obligations in excess of plan assets: (in thousands) September 30, 2017 September 30, 2016 Projected benefit obligation $ 128,852 $ 133,152 Fair value of plan assets 103,613 97,980 |
Schedule of Allocation of Plan Assets | Pension plans have the following weighted-average asset allocations: Asset Category: September 30, 2017 September 30, 2016 Equity securities 61% 52% Debt securities 38% 33% Cash and cash equivalents 1% 15% Total 100% 100% sset allocations are presented in the table below: (in thousands) September 30, 2017 September 30, 2016 Level 1 Level 2 Total Level 1 Level 2 Total United States equity securities $ — $ 36,362 $ 36,362 $ — $ 28,798 $ 28,798 Non-U.S. equity securities — 26,432 26,432 — 21,754 21,754 Fixed income securities — 39,319 39,319 — 32,372 32,372 Cash and cash equivalents 1,500 — 1,500 15,056 — 15,056 Total $ 1,500 $ 102,113 $ 103,613 $ 15,056 $ 82,924 $ 97,980 |
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) 2018 $ 5,372 2019 5,681 2020 6,046 2021 6,352 2022 6,624 2023 and thereafter 36,056 |
Stock Incentive Plan (Tables)
Stock Incentive Plan (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Assumptions | 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, 2017 September 30, 2016 September 25, 2015 Expected dividend yield — % — % — % Expected volatility 40 % 40 % 35 % Range of risk-free interest rates (%) 1.95 0.74 - 1.27 0.85 - 1.74 Range of expected option lives 6.00 years 2.09 - 6.37 years 2.51 - 6.35 years The assumptions used in the Monte-Carlo method to value the performance share awards granted during the fiscal year ended September 30, 2017 were as follows: September 30, 2017 Expected dividend yield — % Range of expected volatility 17.55 - 75.55 Risk free interest rates 1.35 % Expected life 3 years Fair value $ 29.53 |
Schedule of Stock Option Activity | Stock option activity for the period September 26, 2014 to September 30, 2017 was as follows: Shares Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value (in thousands) Weighted-Average Remaining Contractual Term (in years) Outstanding as of September 26, 2014 7,673 $ 7.59 Granted 290 9.04 $ 9.09 Exercised (500 ) 7.30 $ 914 Forfeited (717 ) 7.30 Outstanding as of September 25, 2015 6,746 7.70 Granted 72 15.79 $ 7.63 Exercised (18 ) 7.95 $ 43 Forfeited (136 ) 8.84 Outstanding as of September 30, 2016 6,664 7.76 Granted 171 21.45 $ 8.84 Exercised (1,629 ) 7.47 $ 25,757 Forfeited (48 ) 9.02 Outstanding as of September 30, 2017 5,158 8.30 $ 58,175 5.6 Exercisable as of September 30, 2017 3,600 $ 7.67 $ 42,605 5.2 |
Schedule of Nonvested Share Activity | Changes to the Company's nonvested RSU awards for the year ended September 30, 2017 were as follows: Shares Weighted-average grant-date fair value Nonvested as of September 30, 2016 — $ — Granted 443 19.68 Forfeited (8 ) 21.45 Nonvested as of September 30, 2017 435 $ 19.65 Changes to the Company's nonvested PSU awards for the year ended September 30, 2017 were as follows: Shares Weighted-average grant-date fair value Nonvested as of September 30, 2016 — $ — Granted 184 23.87 Forfeited (3 ) 23.87 Nonvested as of September 30, 2017 181 $ 23.87 |
Restructuring Charges and Ass36
Restructuring Charges and Asset Impairments (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserves | Restructuring reserves are included as a component of other current liabilities . Prior periods have been revised for the change in our reportable segment presentation effective the fourth quarter of fiscal 2017. See Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies.'' Electrical Raceway Mechanical Products & Solutions Other/Corporate (in thousands) Severance (a) Other Severance (b) Other (b) Severance Other Total Balance as of September 26, 2014 $ 593 $ — $ 406 $ — $ 593 $ — $ 1,592 Charges — 266 3,680 780 1 62 4,789 Utilization (353 ) (267 ) (554 ) (35 ) (577 ) — (1,786 ) Reversals/exchange rate effects (34 ) 1 (21 ) (125 ) (2 ) (1 ) (182 ) Balance as of September 25, 2015 $ 206 $ — $ 3,511 $ 620 $ 15 $ 61 $ 4,413 Charges 807 — 689 2,583 — 199 4,278 Utilization (168 ) — (4,017 ) (2,542 ) (11 ) (260 ) (6,998 ) Reversals — — (183 ) (122 ) (4 ) — (309 ) Exchange rate effects (4 ) — — — — — (4 ) Balance as of September 30, 2016 $ 841 $ — $ — $ 539 $ — $ — $ 1,380 Charges 527 439 422 63 71 — 1,522 Utilization (917 ) (209 ) (166 ) (556 ) (71 ) — (1,919 ) Reversals — (230 ) — (36 ) — — (266 ) Exchange rate effects (2 ) — 22 — — — 20 Balance as of September 30, 2017 $ 449 $ — $ 278 $ 10 $ — $ — $ 737 (a) Primarily related to Atkore's commitment to close the Company's Acroba S.A.S. ("Acroba") subsidiary's facility in Reux, France as part of its continuing effort to realign its strategic focus during fiscal 2013. The Company recorded restructuring charges of $297 and $778 related to termination benefits during the fiscal years ended 2017 and 2016, respectively. (b) Primarily related to the August 6, 2015 announcement of the Company's 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 and 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. The Company also recorded $64 and $2,066 of facility-related and other charges related to the closure of the facilities during fiscal 2017 and 2016 respectively. The Company expects to utilize all restructuring accruals as of September 30, 2017 within the next twelve months. The net restructuring charges included as a component of selling, general and administrative expense and asset impairment charges in the Company's consolidated statements of operations were as follows: Fiscal Year Ended (in thousands) September 30, 2017 September 30, 2016 September 25, 2015 Total restructuring charges, net 1,256 3,967 4,766 Asset impairment charges — 129 27,937 |
Other Income, Net (Tables)
Other Income, Net (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Other Income, Nonoperating [Abstract] | |
Other Income, Net | Other income, net consisted of the following: Fiscal Year Ended (in thousands) Note September 30, 2017 Gain on sale of joint venture 11 $ (5,774 ) Undesignated foreign currency derivate instruments 15 2,741 Foreign exchange gain on intercompany loans (2,038 ) Other income, net $ (5,071 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income (Loss) from Continuing Operations and Income Tax Expense | Significant components of income (loss) before income taxes and income tax expense (benefit) for the fiscal years ended September 30, 2017 , September 30, 2016 and September 25, 2015 consisted of the following: (in thousands) September 30, 2017 September 30, 2016 September 25, 2015 Components of income (loss) before income taxes: United States $ 116,580 $ 78,016 $ (11,739 ) Non-U.S 9,545 8,765 3,868 Income (loss) before income taxes $ 126,125 $ 86,781 $ (7,871 ) Income tax expense (benefit): Current: United States: Federal $ 33,127 $ 18,748 $ (2,017 ) State 4,246 4,655 1,562 Non-U.S: 3,175 2,026 1,189 Current income tax expense $ 40,548 $ 25,429 $ 734 Deferred: United States: Federal $ 224 $ 642 $ (3,721 ) State 469 1,872 (929 ) Non-U.S: 245 42 1,000 Deferred income tax expense (benefit) 938 2,556 (3,650 ) Income tax expense (benefit) $ 41,486 $ 27,985 $ (2,916 ) |
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: (in thousands) September 30, 2017 September 30, 2016 September 25, 2015 Statutory federal tax 35 % 35 % 35 % Adjustments to reconcile to the effective income tax rate: State income taxes 3 % 5 % 1 % Nondeductible expenses — % 2 % (7 )% Valuation allowance — % 1 % (15 )% Foreign rate differential (1 )% (2 )% 3 % Domestic Manufacturing Deduction (2 )% (3 )% — % Prior period adjustments — % — % (2 )% Indemnified uncertain tax benefits — % (5 )% 22 % Stock-based compensation (3 )% — % — % Other 1 % (1 )% — % Effective income tax rate 33 % 32 % 37 % |
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, 2017 September 30, 2016 Deferred tax assets: Accrued liabilities and reserves $ 48,619 $ 50,221 Tax loss and credit carryforwards 15,340 14,138 Postretirement benefits 9,863 14,232 Inventory 6,482 6,526 Other 877 1,320 $ 81,181 $ 86,437 Deferred tax liabilities: Property, plant and equipment $ (13,770 ) $ (12,785 ) Intangible assets (65,072 ) (70,037 ) Loss on investment (6,085 ) (5,151 ) Other (2,549 ) (1,695 ) $ (87,476 ) $ (89,668 ) Net deferred tax liability before valuation allowance (6,295 ) (3,231 ) Valuation allowance (9,512 ) (8,658 ) Net deferred tax liability $ (15,807 ) $ (11,889 ) |
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 26, 2014 to September 30, 2017 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 Additions based on tax positions related to prior years 63 Settlements (288 ) Balance as of September 30, 2017 $ 3,578 |
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 United States 2011-2014, 2016 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income Per Share | As holders of certain stock-based compensation awards are not required to fund losses, no allocation of the loss available to common stockholders was made for the year ended September 25, 2015 . Fiscal Year Ended (in thousands, except per share data) September 30, 2017 September 30, 2016 September 25, 2015 Basic: Net income (loss) $ 84,639 $ 58,796 $ (4,955 ) Weighted-average shares outstanding 63,420 62,486 62,527 Basic earnings (loss) per share $ 1.33 $ 0.94 $ (0.08 ) Diluted: Net income (loss) $ 84,639 $ 58,796 $ (4,955 ) Weighted-average shares outstanding - basic 63,420 62,486 62,527 Effect of dilutive securities: Stock compensation plans (1) 3,165 334 — Weighted-average shares outstanding - diluted 66,585 62,820 62,527 Diluted earnings (loss) per share $ 1.27 $ 0.94 $ (0.08 ) (1) Stock options to purchase approximately 2.0 million and 6.3 million shares of common stock and restricted stock of 0.2 million and 0.0 million were outstanding during the years ended September 30, 2017 and September 30 2016, respectively, but were not included in the calculation of diluted earnings per share as the impact of these would have been anti-dilutive. Performance shares were excluded from the calculation of diluted shares since none of the performance or market conditions were met. For the year ended September 25, 2015, the Company settled all employee stock options in cash and therefore none of the outstanding awards affect the calculation of diluted earnings per share. |
Accumulated Other Comprehensi40
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table presents the changes in accumulated other comprehensive loss by component, net of tax: (in thousands) Defined benefit pension items Currency translation adjustments Total Balance as of September 25, 2015 $ (13,133 ) $ (7,900 ) $ (21,033 ) Other comprehensive loss before reclassifications (4,505 ) (858 ) (5,363 ) Amounts reclassified from accumulated other comprehensive loss 446 — 446 Net current period other comprehensive loss (4,059 ) (858 ) (4,917 ) Balance as of September 30, 2016 $ (17,192 ) $ (8,758 ) $ (25,950 ) Other comprehensive income before reclassifications 5,941 1,221 7,162 Amounts reclassified from accumulated other comprehensive loss 806 — 806 Net current period other comprehensive income 6,747 1,221 7,968 Balance as of September 30, 2017 $ (10,445 ) $ (7,537 ) $ (17,982 ) |
Reclassification out of Accumulated Other Comprehensive Income | The following is a summary of the amounts reclassified from accumulated other comprehensive loss to net income (loss) : Fiscal Year Ended (in thousands) September 30, 2017 September 30, 2016 September 25, 2015 Amortization of defined benefit pension items: Amortization of net loss (included within selling, general and administrative expense) $ 1,303 $ 722 $ 88 Tax expense (497 ) (276 ) (34 ) Net reclassifications for the period $ 806 $ 446 $ 54 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 $343 . |
Inventories, Net (Tables)
Inventories, Net (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Net | Approximately 75% and 87% of the Company's inventories are valued at the lower of LIFO cost or market at September 30, 2017 and September 30, 2016 , respectively. (in thousands) September 30, 2017 September 30, 2016 Purchased materials and manufactured parts, net $ 49,168 $ 39,921 Work in process, net 17,598 11,889 Finished goods, net 133,237 109,655 Inventories, net $ 200,003 $ 161,465 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Assets Held-for-sale | (in thousands) September 30, 2017 September 30, 2016 Assets held for sale $ — $ 6,680 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | 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, 2017 and September 30, 2016 , property, plant and equipment at cost and accumulated depreciation were as follows: (in thousands) September 30, 2017 September 30, 2016 Land $ 13,296 $ 12,804 Buildings and related improvements 105,154 103,256 Machinery and equipment 263,575 245,011 Leasehold improvements 6,744 6,498 Construction in progress 16,160 6,148 Property, plant and equipment 404,929 373,717 Accumulated depreciation (196,310 ) (171,025 ) Property, plant and equipment, net $ 208,619 $ 202,692 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amounts of 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 30, 2016 and September 25, 2015 $ 76,640 $ 39,189 $ 115,829 Goodwill acquired during year 31,477 — 31,477 Exchange rate effects 410 — 410 Balance as of September 30, 2017 $ 108,527 $ 39,189 $ 147,716 |
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: September 30, 2017 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 11 $ 350,129 $ (118,273 ) $ 231,856 $ 249,245 $ (97,484 ) $ 151,761 Other 8 27,819 (9,266 ) 18,553 16,943 (7,647 ) 9,296 Total 11 377,948 (127,539 ) 250,409 266,188 (105,131 ) 161,057 Indefinite-lived Intangible Assets: Trade names 93,880 — 93,880 93,880 — 93,880 Total $ 471,828 $ (127,539 ) $ 344,289 $ 360,068 $ (105,131 ) $ 254,937 |
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: September 30, 2017 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 11 $ 350,129 $ (118,273 ) $ 231,856 $ 249,245 $ (97,484 ) $ 151,761 Other 8 27,819 (9,266 ) 18,553 16,943 (7,647 ) 9,296 Total 11 377,948 (127,539 ) 250,409 266,188 (105,131 ) 161,057 Indefinite-lived Intangible Assets: Trade names 93,880 — 93,880 93,880 — 93,880 Total $ 471,828 $ (127,539 ) $ 344,289 $ 360,068 $ (105,131 ) $ 254,937 |
Schedule of Expected Amortization Expense for Intangible Assets | Expected amortization expense for intangible assets over the next five years and thereafter is as follows (in thousands): 2018 $ 33,152 2019 32,990 2020 32,505 2021 30,935 2022 30,112 2023 and thereafter 90,715 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt as of September 30, 2017 and September 30, 2016 was as follows: (in thousands) September 30, 2017 September 30, 2016 First Lien Term Loan Facility due December 22, 2023 $ 495,134 $ — Initial First Lien Term Loan Facility due April 9, 2021 — 409,200 Second Lien Term Loan Facility due October 9, 2021 — 229,460 ABL Credit Facility 85,000 — Deferred financing costs (4,496 ) (8,347 ) Other 440 — Total debt $ 576,078 $ 630,313 Less: Current portion 4,215 1,267 Long-term debt $ 571,863 $ 629,046 |
Contractual Obligation, Fiscal Year Maturity Schedule | As of September 30, 2017 , future contractual maturities of long-term debt are as follows (in thousands): 2018 $ 5,000 2019 5,000 2020 5,000 2021 5,000 2022 5,000 2023 and thereafter 471,250 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
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 September 30, 2017 and September 30, 2016 in accordance with the fair value hierarchy: September 30, 2017 September 30, 2016 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash equivalents $ 571 $ — $ — $ 167,006 $ — $ — Forward currency contracts — 2,936 — — — — |
Schedule of Assets and Liabilities Measured on Non-recurring Basis | The estimated fair value of financial instruments not carried at fair value in the consolidated balance sheets were as follows: September 30, 2017 September 30, 2016 (in thousands) Carrying Value Fair Value Carrying Value Fair Value First Lien Term Loan Facility due December 22, 2023 $ 496,250 $ 498,979 $ — $ — Initial First Lien Term Loan Facility due April 9, 2021 — — 409,200 411,084 Second Lien Term Loan Facility due October 9, 2021 — — 229,460 231,092 Total debt $ 496,250 $ 498,979 $ 638,660 $ 642,176 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Minimum Future Operating Lease Payments | At September 30, 2017 , minimum future operating lease payments in excess of one year are presented in the table below as follows (in thousands): 2018 $ 10,735 2019 10,549 2020 8,565 2021 7,373 2022 4,620 2023 and thereafter 9,884 Total $ 51,726 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Presented below is a reconciliation of operating segment Adjusted EBITDA to Income (loss) before income taxes : Fiscal Year Ended (in thousands) September 30, 2017 September 30, 2016 September 25, 2015 Operating segment Adjusted EBITDA Electrical Raceway $ 189,351 $ 181,939 $ 112,544 MP&S 63,687 81,199 73,737 Total $ 253,038 $ 263,138 $ 186,281 Unallocated expenses (a) (25,430 ) (28,136 ) (22,331 ) Depreciation and amortization (54,727 ) (55,017 ) (59,465 ) Interest expense, net (26,598 ) (41,798 ) (44,809 ) Gain (loss) on extinguishment of debt (9,805 ) 1,661 — Restructuring & impairments (1,256 ) (4,096 ) (32,703 ) Net periodic pension benefit cost — (441 ) (578 ) Stock-based compensation (12,788 ) (21,127 ) (13,523 ) ABF product liability impact — (850 ) 216 Legal matters (7,551 ) (1,382 ) — Consulting fees — (15,425 ) (3,500 ) Transaction costs (4,779 ) (7,832 ) (6,039 ) Gain on sale of joint venture 5,774 — — Other 10,247 (1,103 ) (14,305 ) Impact of Fence and Sprinkler exit — (811 ) 2,885 Income (loss) before income taxes $ 126,125 $ 86,781 $ (7,871 ) (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. Certain assets, such as machinery and equipment and facilities, are not allocated to each segment despite serving both segments. These shared assets are reported within the MP&S segment. We allocate certain corporate operating expenses that directly benefit our operating segments, such as insurance and information technology, on a basis that reasonably approximates an estimate of the use of these services. Fiscal year ended September 30, 2017 September 30, 2016 September 25, 2015 (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 $ 1,093,500 $ 1,283 $ 189,351 $ 1,066,711 $ 1,919 $ 181,939 $ 1,079,155 $ 1,121 $ 112,544 MP&S 410,434 98 $ 63,687 456,673 148 $ 81,199 650,013 205 $ 73,737 Eliminations — (1,381 ) — (2,067 ) — (1,326 ) Consolidated operations $ 1,503,934 $ — $ 1,523,384 $ — $ 1,729,168 $ — Capital Expenditures Total Assets (in thousands) September 30, 2017 September 30, 2016 September 25, 2015 September 30, 2017 September 30, 2016 September 25, 2015 Electrical Raceway $ 13,037 $ 9,161 $ 12,530 $ 757,775 $ 566,250 $ 620,109 MP&S 8,212 6,130 10,598 306,229 343,002 409,937 Unallocated 3,873 1,539 3,721 151,088 255,316 83,753 Consolidated operations $ 25,122 $ 16,830 $ 26,849 $ 1,215,092 $ 1,164,568 $ 1,113,799 |
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, 2017 September 30, 2016 September 25, 2015 September 30, 2017 September 30, 2016 September 25, 2015 United States $ 202,823 $ 204,640 $ 232,566 $ 1,367,907 $ 1,395,750 $ 1,604,788 Other Americas 164 175 132 37,908 40,573 42,136 Europe 9,306 1,295 1,036 55,181 40,246 38,621 Asia-Pacific 3,378 3,826 4,482 42,938 46,815 43,623 Total $ 215,671 $ 209,936 $ 238,216 $ 1,503,934 $ 1,523,384 $ 1,729,168 |
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 the Company's product categories which accounted for 10 percent or more of consolidated net sales in any of the last three fiscal years: Fiscal Year Ended (in thousands) September 30, 2017 September 30, 2016 September 25, 2015 Metal Electrical Conduit and Fittings $ 349,239 $ 331,526 $ 320,531 Armored Cable and Fittings 323,070 318,279 332,153 PVC Electrical Conduit & Fittings 265,389 258,954 269,808 Other raceway products 155,802 157,952 156,663 Electrical Raceway 1,093,500 1,066,711 1,079,155 Mechanical Pipe 211,245 249,473 286,635 Other MP&S products 199,189 199,384 184,785 Impact of Fence and Sprinkler — 7,816 178,593 MP&S 410,434 456,673 650,013 Net sales $ 1,503,934 $ 1,523,384 $ 1,729,168 |
Quarterly Operating Results (Ta
Quarterly Operating Results (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Operating Results | The following tables presents unaudited selected quarterly financial data for the years ended September 30, 2017 and September 30, 2016 . The operating results for any quarter are not necessarily indicative of the results of any future period. Three Months Ended (in thousands, except per share data) December 30, 2016 March 31, 2017 June 30, 2017 September 30, 2017 December 25, 2015 March 25, 2016 (3) June 24, 2016 September 30, 2016 (4) Net sales $ 337,591 $ 372,791 $ 397,745 $ 395,807 $ 358,375 $ 353,046 $ 395,724 $ 416,239 Gross profit 92,005 87,949 92,825 89,853 72,409 91,410 111,521 93,342 Net income 17,382 18,935 27,465 20,857 8,572 14,007 20,645 15,572 Net income per share Basic (5) $ 0.28 $ 0.30 $ 0.43 $ 0.33 $ 0.14 $ 0.22 $ 0.33 $ 0.25 Diluted (5) 0.26 0.28 0.41 0.31 0.14 0.22 0.33 0.24 (1) Includes a $9,805 loss on the extinguishment of the Initial First Lien Term Loan Facility and the Second Lien Term Loan Facility. See Note 14, "Debt." (2) Includes $5,774 pre-tax gain on sale of Abahsain-Cope Saudi Arabia Ltd joint venture and $7,501 pre-tax expense related to the Antidumping Duty Order for Malleable Iron Pipe Fittings. See Note 16, "Commitments and contingencies." (3) Includes a $1,661 gain on the extinguishment of debt related to the January 22, 2016 redemption of a portion of the Second Lien Term Loan Facility. See Note 14, "Debt." (4) Due to the Company's fiscal year convention, includes 14 weeks of operations compared to 13 weeks for all other periods presented. (5) The sum of the quarters may not equal the total of the respective year's earnings (loss) per share due to changes in the weighted average shares outstanding throughout the year. |
Basis of Presentation and Sum50
Basis of Presentation and Summary of Significant Accounting Policies - The Transactions (Details) - USD ($) $ in Thousands, shares in Millions | Mar. 06, 2014 | Dec. 22, 2010 | Jun. 09, 2016 |
Debt Instrument [Line Items] | |||
Dividend rate, percentage | 12.00% | ||
Payment to redeem shares | $ 250,000 | ||
Atkore International | CD&R | |||
Debt Instrument [Line Items] | |||
Preferred Stock, percentage of outstanding capital stock (on an as-converted basis) | 51.00% | 48.10% | |
Common stock, percentage of outstanding capital stock | 49.00% | ||
Common Stock | |||
Debt Instrument [Line Items] | |||
Non-binding letter of intent to acquire Common Stock (shares) | 40.3 | ||
Expense related to share redemption | $ 2,000 |
Basis of Presentation and Sum51
Basis of Presentation and Summary of Significant Accounting Policies - Initial Public Offering (Details) - $ / shares | Jun. 09, 2016 | Sep. 30, 2017 | Dec. 22, 2010 |
Subsidiary, Sale of Stock [Line Items] | |||
Shares of common stock issued (shares) | 19,550,000 | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Public offering price (in dollars per share) | $ 16 | ||
Shares of common stock issued (shares) | 12,000,000 | ||
CD&R | Atkore International | |||
Subsidiary, Sale of Stock [Line Items] | |||
Preferred Stock, percentage of outstanding capital stock (on an as-converted basis) | 48.10% | 51.00% |
Basis of Presentation and Sum52
Basis of Presentation and Summary of Significant Accounting Policies - Share Repurchase Program (Details) - USD ($) shares in Thousands | 12 Months Ended | |
Sep. 30, 2017 | Aug. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Stock repurchase program, authorized amount | $ 75,000,000 | |
Remaining authorized repurchase amount | $ 61,089,000 | |
Repurchase of common stock | 781 |
Basis of Presentation and Sum53
Basis of Presentation and Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Sep. 30, 2017 | |
Minimum | Buildings | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Minimum | Building Improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Minimum | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Minimum | Machinery and Equipment, Support and Testing | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Maximum | Buildings | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 40 years |
Maximum | Building Improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 22 years |
Maximum | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 20 years |
Maximum | Machinery and Equipment, Support and Testing | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
Basis of Presentation and Sum54
Basis of Presentation and Summary of Significant Accounting Policies - Goodwill and Indefinite-Lived Intangible Asset Impairments (Details) | 12 Months Ended |
Sep. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 11 years |
Customer relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 14 years |
Customer relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 6 years |
Other intangible assets | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 20 years |
Other intangible assets | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 2 years |
Basis of Presentation and Sum55
Basis of Presentation and Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 25, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adjustment to retained earnings | $ 1,303 | |
Retained earnings | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adjustment to retained earnings | $ 1,303 | |
Retained earnings | Accounting Standards Update 2016-09 | New Accounting Pronouncement, Early Adoption, Effect | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adjustment to retained earnings | $ 1,300 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) | Sep. 29, 2017USD ($) | Nov. 17, 2014USD ($) | Oct. 20, 2014USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 25, 2015USD ($) | Sep. 01, 2017Countires |
Business Acquisition [Line Items] | |||||||
Cash consideration, net of cash acquired | $ 185,819,000 | $ 30,440,000 | |||||
Goodwill | 147,716,000 | $ 115,829,000 | 115,829,000 | ||||
Excess purchase price attributed to goodwill acquired | 31,477,000 | ||||||
Acquisition-related expenses | $ 318,000 | $ 610,000 | |||||
Calpipe Industries, Inc | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration, net of cash acquired | $ 107,000,000 | ||||||
Excess purchase price attributed to goodwill acquired | $ 19,192,000 | ||||||
Acquisition-related expenses | 751,000 | ||||||
Other Acquisitions | |||||||
Business Acquisition [Line Items] | |||||||
Excess purchase price attributed to goodwill acquired | 12,285,000 | ||||||
Amortization period for tax-deductible goodwill | 15 years | ||||||
Acquisition-related expenses | 925,000 | ||||||
Flexicon Limited | |||||||
Business Acquisition [Line Items] | |||||||
Number of countries in which entity operates | Countires | 55 | ||||||
APPI | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration, net of cash acquired | $ 6,572,000 | ||||||
Goodwill | $ 1,387,000 | ||||||
SCI | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration, net of cash acquired | $ 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 |
Acquisitions - Net Assets Acqui
Acquisitions - Net Assets Acquired and Liabilites Assumed Fiscal 2017 Transaction (Details) - USD ($) $ in Thousands | Sep. 29, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Fair value of consideration transferred: | |||
Cash consideration | $ 197,804 | $ 0 | |
Purchase price payable | 2,278 | ||
Settlement of pre-existing relationship | (382) | ||
Total consideration transferred | 199,700 | ||
Cash | 13,881 | ||
Fair value of assets acquired and liabilities assumed: | |||
Accounts receivable | 18,506 | ||
Inventories | 28,616 | ||
Intangible assets | 110,170 | ||
Fixed assets | 11,951 | ||
Accounts payable | (3,151) | ||
Other | (11,750) | ||
Net assets acquired | 168,223 | ||
Excess purchase price attributed to goodwill acquired | 31,477 | ||
Calpipe Industries, Inc | |||
Fair value of consideration transferred: | |||
Cash consideration | $ 110,155 | ||
Purchase price payable | 2,278 | ||
Settlement of pre-existing relationship | (382) | ||
Total consideration transferred | 112,051 | ||
Cash | 5,051 | ||
Fair value of assets acquired and liabilities assumed: | |||
Accounts receivable | 10,918 | ||
Inventories | 20,319 | ||
Intangible assets | 62,720 | ||
Fixed assets | 3,665 | ||
Accounts payable | (1,601) | ||
Other | (8,213) | ||
Net assets acquired | 92,859 | ||
Excess purchase price attributed to goodwill acquired | $ 19,192 | ||
Other Acquisitions | |||
Fair value of consideration transferred: | |||
Cash consideration | 87,649 | ||
Purchase price payable | 0 | ||
Settlement of pre-existing relationship | 0 | ||
Total consideration transferred | 87,649 | ||
Cash | 8,830 | ||
Fair value of assets acquired and liabilities assumed: | |||
Accounts receivable | 7,588 | ||
Inventories | 8,297 | ||
Intangible assets | 47,450 | ||
Fixed assets | 8,286 | ||
Accounts payable | (1,550) | ||
Other | (3,537) | ||
Net assets acquired | 75,364 | ||
Excess purchase price attributed to goodwill acquired | $ 12,285 |
Acquisitions - Fair Value of Am
Acquisitions - Fair Value of Amortizable Intangible Assets Fiscal 2017 Transaction (Details) $ in Thousands | Sep. 29, 2017USD ($) |
Business Acquisition [Line Items] | |
Weighted Average Useful Life (Years) | 10 years |
Calpipe Industries, Inc | |
Business Acquisition [Line Items] | |
Fair Value | $ 62,720 |
Other Acquisitions | |
Business Acquisition [Line Items] | |
Fair Value | 47,450 |
Customer relationships | Calpipe Industries, Inc | |
Business Acquisition [Line Items] | |
Fair Value | $ 56,124 |
Weighted Average Useful Life (Years) | 10 years |
Customer relationships | Other Acquisitions | |
Business Acquisition [Line Items] | |
Fair Value | $ 44,436 |
Weighted Average Useful Life (Years) | 10 years |
Other | Calpipe Industries, Inc | |
Business Acquisition [Line Items] | |
Fair Value | $ 6,596 |
Weighted Average Useful Life (Years) | 10 years |
Other | Other Acquisitions | |
Business Acquisition [Line Items] | |
Fair Value | $ 3,014 |
Weighted Average Useful Life (Years) | 6 years |
Acquisitions - Net Assets Acq59
Acquisitions - Net Assets Acquired and Liabilities Assumed Fiscal 2015 Transaction (Details) - USD ($) $ in Thousands | Nov. 17, 2014 | Oct. 20, 2014 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 |
Fair value of consideration transferred: | |||||
Cash consideration | $ 197,804 | $ 0 | |||
Fair value of assets acquired and liabilities assumed: | |||||
Accounts receivable | 18,506 | ||||
Inventories | 28,616 | ||||
Intangible assets | 110,170 | ||||
Fixed assets | 11,951 | ||||
Accounts payable | (3,151) | ||||
Other | (11,750) | ||||
Net assets acquired | 168,223 | ||||
Excess purchase price attributed to goodwill acquired | $ 147,716 | $ 115,829 | $ 115,829 | ||
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 |
Acquisitions - Fair Value of 60
Acquisitions - Fair Value of Amortizable Intangible Assets Fiscal 2015 Transaction (Details) - USD ($) $ in Thousands | Sep. 29, 2017 | Nov. 17, 2014 | Oct. 20, 2014 |
Amortizable intangible assets: | |||
Weighted Average Useful Life (Years) | 10 years | ||
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 |
Acquisitions Acquisitions - Pro
Acquisitions Acquisitions - Pro Forma Results (Details) - Calpipe Industries, Inc - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||
Proforma net sales | $ 1,575,801 | $ 1,589,136 |
Proforma net income | $ 90,932 | $ 63,412 |
Postretirement Benefits - Net P
Postretirement Benefits - Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | |||
Net periodic benefit cost | $ 0 | $ 441 | $ 578 |
Weighted-average assumptions used to determine net periodic pension cost during the period: | |||
Discount rate | 3.50% | 4.20% | 4.20% |
Expected return on plan assets | 7.00% | 7.00% | 7.00% |
Pension Plan | |||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | |||
Service cost | $ 2,049 | $ 1,894 | $ 2,509 |
Interest cost | 3,793 | 4,143 | 4,784 |
Expected return on plan assets | (6,601) | (6,318) | (6,803) |
Amortization of actuarial loss | 1,303 | 722 | 88 |
Net periodic benefit cost | $ 544 | $ 441 | $ 578 |
Postretirement Benefits - Narra
Postretirement Benefits - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plans expense | $ 3,000 | $ 2,817 | $ 2,741 |
Multi-employer Pension Plan | |||
Multiemployer Plans [Line Items] | |||
Liability | 6,250 | 6,507 | |
Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer contributions | 375 | $ 411 | |
Estimated employer contributions in next fiscal year | $ 1,177 | ||
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 | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Change in benefit obligations: | |||
Actuarial loss | $ (343) | ||
Amounts recognized in the consolidated balance sheets consist of: | |||
Pension liabilities | (25,239) | $ (35,172) | |
Pension Plan | |||
Change in benefit obligations: | |||
Beginning balance, Benefit obligations | 133,152 | 121,200 | |
Service cost | 2,049 | 1,894 | $ 2,509 |
Interest cost | 3,793 | 4,143 | 4,784 |
Actuarial loss | 5,012 | 10,542 | |
Benefits and administrative expenses paid | (5,130) | (4,627) | |
Ending balance, Benefit obligations | 128,852 | 133,152 | 121,200 |
Change in plan assets: | |||
Beginning balance, Fair value of plan assets | 97,980 | 93,074 | |
Actual return on plan assets | 10,388 | 9,122 | |
Employer contributions | 375 | 411 | |
Benefits and administrative expenses paid | (5,130) | (4,627) | |
Ending balance, Fair value of plan assets | 103,613 | 97,980 | $ 93,074 |
Funded status at end of period | (25,239) | ||
Amounts recognized in the consolidated balance sheets consist of: | |||
Pension liabilities | (25,239) | (35,172) | |
Net amount recognized | (25,239) | (35,172) | |
Amounts recognized in accumulated other comprehensive loss (before income taxes) consist of: | |||
Net actuarial loss | (18,103) | (28,205) | |
Total loss recognized | $ (18,103) | $ (28,205) | |
Weighted-average assumptions used to determine pension benefit obligations at year end: | |||
Discount rate | 3.70% | 3.50% |
Postretirement Benefits - Benef
Postretirement Benefits - Benefit Obligation In Excess Of Plan Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Defined Benefit Plan, Plans with Benefit Obligations in Excess of Plan Assets [Abstract] | ||
Accumulated benefit obligation | $ 128,852 | $ 133,152 |
Fair value of plan assets | 103,613 | 97,980 |
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets [Abstract] | ||
Projected benefit obligation | 128,852 | 133,152 |
Fair value of plan assets | $ 103,613 | $ 97,980 |
Postretirement Benefits - Weigh
Postretirement Benefits - Weighted-Average Asset Allocations (Details) - Pension Plan | Sep. 30, 2017 | Sep. 30, 2016 |
Defined Benefit Plan Disclosure [Line Items] | ||
Plan asset allocations | 100.00% | 100.00% |
Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Plan asset allocations | 61.00% | 52.00% |
Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Plan asset allocations | 38.00% | 33.00% |
Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Plan asset allocations | 1.00% | 15.00% |
Postretirement Benefits - Asset
Postretirement Benefits - Asset Allocations by Fair Value Hierarchy (Details) - Pension Plan - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 103,613 | $ 97,980 | $ 93,074 |
Fixed Income Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 39,319 | 32,372 | |
Cash and cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,500 | 15,056 | |
Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,500 | 15,056 | |
Level 1 | Fixed Income 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 | 1,500 | 15,056 | |
Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 102,113 | 82,924 | |
Level 2 | Fixed Income Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 39,319 | 32,372 | |
Level 2 | Cash and cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
United States equity securities | Equity securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 36,362 | 28,798 | |
United States equity securities | Level 1 | Equity securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
United States equity securities | Level 2 | Equity securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 36,362 | 28,798 | |
Non-U.S. equity securities | Equity securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 26,432 | 21,754 | |
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 | $ 26,432 | $ 21,754 |
Postretirement Benefits - Futur
Postretirement Benefits - Future Expected Benefit Payments (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Compensation and Retirement Disclosure [Abstract] | |
2,018 | $ 5,372 |
2,019 | 5,681 |
2,020 | 6,046 |
2,021 | 6,352 |
2,022 | 6,624 |
2023 and thereafter | $ 36,056 |
Stock Incentive Plan - Narrativ
Stock Incentive Plan - Narrative (Details) - USD ($) shares in Millions | May 26, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | Jun. 10, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense | $ 12,788,000 | $ 21,127,000 | $ 13,523,000 | ||
Employee service share-based compensation, tax benefit from compensation expense | $ 4,731 | $ 7,704 | $ 4,797 | ||
Omnibus Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for future issuance (shares) | 3.8 | ||||
Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average period | 2 years | ||||
Stock Appreciation Rights (SARs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Life of award | 10 years |
Stock Incentive Plan - Stock Op
Stock Incentive Plan - Stock Options Narrative (Details) | Jul. 27, 2016USD ($)employee | Sep. 30, 2017USD ($)$ / shares | Sep. 30, 2016USD ($)$ / shares | Sep. 25, 2015USD ($)$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Reclassified from non-current liabilities to additional-paid-in-capital | $ 43,870,000 | |||
Issuance of common stock | $ 12,168,000 | 52,000 | $ 49,000 | |
Cash paid to settle options exercised | $ 0 | $ 43,000 | $ 914,000 | |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average grant date fair value of options granted | $ / shares | $ 8.84 | $ 7.63 | $ 9.09 | |
Exercised, aggregate intrinsic value | $ 25,757,000 | $ 43,000 | $ 914,000 | |
Unrecognized compensation expense | $ 8,399,000 | |||
Weighted-average period | 1 year 7 months 21 days | |||
Fair value of shares vested | $ 10,696,000 | 12,507,000 | 2,787,000 | |
Tax benefit for tax deductions from stock options exercised | $ 9,530 | $ 19 | $ 18 | |
Omnibus Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of employees | employee | 63 | |||
Omnibus Incentive Plan | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Reclassified from non-current liabilities to additional-paid-in-capital | $ 43,870,000 | |||
Additional expense | $ 2,400,000 | |||
Stock Incentive Plan | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 5 years |
Stock Incentive Plan - Stock 71
Stock Incentive Plan - Stock Options Assumptions (Details) - Stock Options | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 40.00% | 40.00% | 35.00% |
Range of risk-free interest rates (%) | 195.00% | ||
Range of risk free interest rates, minimum | 0.74% | 0.85% | |
Range of risk free interest rates, maximum | 1.27% | 1.74% | |
Range of expected option lives | 6 years | ||
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 | |
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 |
Stock Incentive Plan - Stock 72
Stock Incentive Plan - Stock Options Activity (Details) - Stock Options - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Shares (in thousands) | |||
Outstanding, beginning balance (shares) | 6,664 | 6,746 | 7,673 |
Granted (shares) | 171 | 72 | 290 |
Exercised (shares) | (1,629) | (18) | (500) |
Forfeited (shares) | (48) | (136) | (717) |
Outstanding, ending balance (shares) | 5,158 | 6,664 | 6,746 |
Vested (shares) | 3,600 | ||
Weighted-Average Exercise Price | |||
Outstanding, beginning balance (in dollars per share) | $ 7.76 | $ 7.70 | $ 7.59 |
Granted (in dollars per share) | 21.45 | 15.79 | 9.04 |
Exercised (in dollars per share) | 7.47 | 7.95 | 7.30 |
Forfeited (in dollars per share) | 9.02 | 8.84 | 7.30 |
Outstanding, ending balance (in dollars per share) | 8.30 | 7.76 | 7.70 |
Vested (in dollars per share) | 7.67 | ||
Stock Options, Additional Disclosures | |||
Weighted average grant date fair value of options granted | $ 8.84 | $ 7.63 | $ 9.09 |
Exercised, aggregate intrinsic value | $ 25,757 | $ 43 | $ 914 |
Outstanding, aggregate intrinsic value | 58,175 | ||
Vested, aggregate intrinsic value | $ 42,605 | ||
Outstanding, weighted average remaining contractual term (in years) | 5 years 6 months 29 days | ||
Vested, weighted average remaining contractual term (in years) | 5 years 2 months 1 day |
Stock Incentive Plan - Restrict
Stock Incentive Plan - Restricted Stock Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period | 0 | 300 | 100 |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued (shares) | 443 | ||
Grant date fair value (in dollars per share) | $ 19.68 | ||
Unrecognized compensation expense | $ 7,015 |
Stock Incentive Plan - Schedule
Stock Incentive Plan - Schedule of Nonvested Restricted Stock (Details) - Restricted Stock Units (RSUs) shares in Thousands | 12 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Nonvested, beginning balance (shares) | shares | 0 |
Nonvested, granted (shares) | shares | 443 |
Nonvested, forfeited (shares) | shares | (8) |
Nonvested, ending balance (shares) | shares | 435 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Nonvested, beginning of year (in dollars per share) | $ / shares | $ 0 |
Nonvested, granted (in dollars per share) | $ / shares | 19.68 |
Nonvested, forfeited (in dollars per share) | $ / shares | 21.45 |
Nonvested, beginning of year (in dollars per share) | $ / shares | $ 19.65 |
Stock Incentive Plan - Performa
Stock Incentive Plan - Performance Share Units Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Issuance of common stock | $ 12,168 | $ 52 | $ 49 | |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period | 0 | 300,000 | 100,000 | |
Closing stock price (per share) | $ 21.45 | |||
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Performance condition, percentage of the award and a market condition | 70.00% | |||
Performance condition, peer group, remaining percentage | 30.00% | |||
Award vesting period | 3 years | |||
Unrecognized compensation expense | $ 3,182 | |||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period | 0 | 0 | 0 |
Stock Incentive Plan - Perfor76
Stock Incentive Plan - Performance Share Assumptions (Details) - Performance Shares $ / shares in Thousands | 12 Months Ended |
Sep. 30, 2017$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend yield | 0.00% |
Expected volatility, minimum | 1755.00% |
Expected volatility, maximum | 7555.00% |
Range of risk-free interest rates (%) | 1.35% |
Expected life | 3 years |
Fair value | $ 0 |
Stock Incentive Plan - Schedu77
Stock Incentive Plan - Schedule of Nonvested Performance Shares (Details) - Performance Shares shares in Thousands | 12 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Nonvested, beginning balance (shares) | shares | 0 |
Shares issued (shares) | shares | 184 |
Nonvested, forfeited (shares) | shares | (3) |
Nonvested, ending balance (shares) | shares | 181 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Nonvested, beginning of year (in dollars per share) | $ / shares | $ 0 |
Grant date fair value (in dollars per share) | $ / shares | 23.87 |
Nonvested, forfeited (in dollars per share) | $ / shares | 23.87 |
Nonvested, beginning of year (in dollars per share) | $ / shares | $ 23.87 |
Restructuring Charges and Ass78
Restructuring Charges and Asset Impairments - Restructuring Reserves (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Restructuring Reserve [Roll Forward] | |||
Beginning balance | $ 1,380 | $ 4,413 | $ 1,592 |
Charges | 1,522 | 4,278 | 4,789 |
Utilization | (1,919) | (6,998) | (1,786) |
Reversals/exchange rate effects | (266) | (309) | (182) |
Exchange rate effects | 20 | (4) | |
Ending balance | 737 | 1,380 | 4,413 |
Severance costs | 630 | 3,681 | |
Business exit costs | 64 | 2,066 | |
Other/Corporate | Severance | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | 15 | 593 |
Charges | 71 | 0 | 1 |
Utilization | (71) | (11) | (577) |
Reversals/exchange rate effects | 0 | (4) | (2) |
Exchange rate effects | 0 | 0 | |
Ending balance | 0 | 0 | 15 |
Other/Corporate | Other | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | 61 | 0 |
Charges | 0 | 199 | 62 |
Utilization | 0 | (260) | 0 |
Reversals/exchange rate effects | 0 | 0 | (1) |
Exchange rate effects | 0 | 0 | |
Ending balance | 0 | 0 | 61 |
Electrical Raceway | Operating Segments | Severance | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 841 | 206 | 593 |
Charges | 527 | 807 | 0 |
Utilization | (917) | (168) | (353) |
Reversals/exchange rate effects | 0 | 0 | (34) |
Exchange rate effects | (2) | (4) | |
Ending balance | 449 | 841 | 206 |
Electrical Raceway | Operating Segments | Other | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | 0 | 0 |
Charges | 439 | 0 | 266 |
Utilization | (209) | 0 | (267) |
Reversals/exchange rate effects | (230) | 0 | 1 |
Exchange rate effects | 0 | 0 | |
Ending balance | 0 | 0 | 0 |
Mechanical Products & Solutions | Operating Segments | Severance | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | 3,511 | 406 |
Charges | 422 | 689 | 3,680 |
Utilization | (166) | (4,017) | (554) |
Reversals/exchange rate effects | 0 | (183) | (21) |
Exchange rate effects | 22 | 0 | |
Ending balance | 278 | 0 | 3,511 |
Mechanical Products & Solutions | Operating Segments | Other | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 539 | 620 | 0 |
Charges | 63 | 2,583 | 780 |
Utilization | (556) | (2,542) | (35) |
Reversals/exchange rate effects | (36) | (122) | (125) |
Exchange rate effects | 0 | 0 | |
Ending balance | $ 10 | $ 539 | $ 620 |
Restructuring Charges and Ass79
Restructuring Charges and Asset Impairments - Narrative (Details) - USD ($) | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||||
Charges | $ 1,522,000 | $ 4,278,000 | $ 4,789,000 | |
Restructuring reserve | 737,000 | 1,380,000 | 4,413,000 | $ 1,592,000 |
Asset impairment charges | 0 | 129,000 | 27,937,000 | |
Exit of Fence and Sprinkler | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Inventory write-down | 4,518,000 | |||
One-time Termination Benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges | 297 | 778 | ||
Prepaid Shop Supplies | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Asset impairment charges | 129,000 | 27,937,000 | ||
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 | 664,000 | |||
Operating Segments | Electrical Raceway | Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges | 527,000 | 807,000 | 0 | |
Restructuring reserve | $ 449,000 | $ 841,000 | $ 206,000 | $ 593,000 |
Restructuring Charges and Ass80
Restructuring Charges and Asset Impairments - Schedule of Restructuring Charges, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges, net | $ 1,256 | $ 3,967 | $ 4,766 |
Asset impairment charges | $ 0 | 129 | 27,937 |
Prepaid Shop Supplies | |||
Restructuring Cost and Reserve [Line Items] | |||
Asset impairment charges | $ 129 | $ 27,937 |
Other Income, Net - Schedule of
Other Income, Net - Schedule of Other Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Other Income, Nonoperating [Abstract] | |||
Gain on sale of joint venture | $ (5,774) | ||
Undesignated foreign currency derivate instruments | 2,741 | ||
Foreign exchange gain on intercompany loans | (2,038) | ||
Other income, net | $ (5,071) | $ 0 | $ 0 |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) from Continuing Operations and Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Components of income (loss) before income taxes: | |||
United States | $ 116,580 | $ 78,016 | $ (11,739) |
Non-U.S | 9,545 | 8,765 | 3,868 |
Income (loss) before income taxes | 126,125 | 86,781 | (7,871) |
United States: | |||
Federal | 33,127 | 18,748 | (2,017) |
State | 4,246 | 4,655 | 1,562 |
Non-U.S: | 3,175 | 2,026 | 1,189 |
Current income tax expense | 40,548 | 25,429 | 734 |
United States: | |||
Federal | 224 | 642 | (3,721) |
State | 469 | 1,872 | (929) |
Non-U.S: | 245 | 42 | 1,000 |
Deferred income tax expense (benefit) | 938 | 2,556 | (3,650) |
Income tax expense (benefit) | $ 41,486 | $ 27,985 | $ (2,916) |
Income Taxes - Differences Betw
Income Taxes - Differences Between Federal Income Tax Rate and Effective Income Tax Rate (Details) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
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 | 3.00% | 5.00% | 1.00% |
Nondeductible expenses | 0.00% | 2.00% | (7.00%) |
Valuation allowance | 0.00% | 1.00% | (15.00%) |
Foreign rate differential | (1.00%) | (2.00%) | 3.00% |
Domestic Manufacturing Deduction | (2.00%) | (3.00%) | (0.00%) |
Prior period adjustments | 0.00% | 0.00% | (2.00%) |
Indemnified uncertain tax benefits | (0.00%) | (5.00%) | 22.00% |
Stock-based compensation | (3.00%) | (0.00%) | (0.00%) |
Other | 1.00% | (1.00%) | 0.00% |
Effective income tax rate | 33.00% | 32.00% | 37.00% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 | |
Operating Loss Carryforwards [Line Items] | ||||
Tax benefit from release of indemnified uncertain tax positions | $ 3,589,000 | $ 4,332,000 | $ 1,779,000 | |
Tax benefit for manufacturing deduction | 2,761,000 | 2,805,000 | ||
State income tax expense | $ 3,459,000 | 4,625,000 | ||
Non-deductible transaction costs | 1,685,000 | |||
Operating loss carryforwards expiration term | 5 years | |||
Evidence of the likelihood that certain assets will be realized, number of years in a cumulative loss position | 3 years | |||
Unrecognized tax benefits | $ 3,578,000 | 3,803,000 | 8,101,000 | $ 10,242,000 |
Accrued interest and penalties | 3,193,000 | 3,035,000 | ||
Decrease in unrecognized tax benefits | 288,000 | 4,360,000 | 2,210,000 | |
Undistributed income | 33,307,000 | |||
Other Deferred Tax Assets | ||||
Operating Loss Carryforwards [Line Items] | ||||
Released valuation allowance | 1,360,000 | |||
Tyco | ||||
Operating Loss Carryforwards [Line Items] | ||||
Decrease in unrecognized tax benefits | 288,000 | 4,360,000 | 2,210 | |
Decrease in uncertain tax positions related to accrued penalties and interest | 158,000 | $ (2,458,000) | $ (596,000) | |
Tyco | Income Tax Liabilities | ||||
Operating Loss Carryforwards [Line Items] | ||||
Offsetting receivable | 5,787,000 | |||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carrying forwards | 66,114,000 | |||
Non-U.S. | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carrying forwards | $ 42,494,000 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Income Tax Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Deferred tax assets: | ||
Accrued liabilities and reserves | $ 48,619 | $ 50,221 |
Tax loss and credit carryforwards | 15,340 | 14,138 |
Postretirement benefits | 9,863 | 14,232 |
Inventory | 6,482 | 6,526 |
Other | 877 | 1,320 |
Deferred tax assets | 81,181 | 86,437 |
Deferred tax liabilities: | ||
Property, plant and equipment | (13,770) | (12,785) |
Intangible assets | (65,072) | (70,037) |
Loss on investment | (6,085) | (5,151) |
Other | (2,549) | (1,695) |
Deferred tax liabilities | (87,476) | (89,668) |
Net deferred tax liability before valuation allowance | (6,295) | (3,231) |
Valuation allowance | (9,512) | (8,658) |
Net deferred tax liability | $ (15,807) | $ (11,889) |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 3,803 | $ 8,101 | $ 10,242 |
Additions based on tax positions related to prior years | 63 | 62 | 69 |
Settlements | (288) | (4,360) | (2,210) |
Ending balance | $ 3,578 | $ 3,803 | $ 8,101 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 30, 2016 | Sep. 30, 2016 | Jun. 24, 2016 | Mar. 25, 2016 | Dec. 25, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Basic: | |||||||||||
Net income (loss) | $ 20,857 | $ 27,465 | $ 18,935 | $ 17,382 | $ 15,572 | $ 20,645 | $ 14,007 | $ 8,572 | $ 84,639 | $ 58,796 | $ (4,955) |
Weighted-average shares outstanding - Basic (shares) | 63,420 | 62,486 | 62,527 | ||||||||
Basic (in dollars per share) | $ 0.33 | $ 0.43 | $ 0.30 | $ 0.28 | $ 0.25 | $ 0.33 | $ 0.22 | $ 0.14 | $ 1.33 | $ 0.94 | $ (0.08) |
Diluted: | |||||||||||
Effect of dilutive securities: Stock compensation plans | 3,165 | 334 | 0 | ||||||||
Weighted-average shares outstanding - Diluted (shares) | 66,585 | 62,820 | 62,527 | ||||||||
Diluted (in dollars per share) | $ 0.31 | $ 0.41 | $ 0.28 | $ 0.26 | $ 0.24 | $ 0.33 | $ 0.22 | $ 0.14 | $ 1.27 | $ 0.94 | $ (0.08) |
Common Stock | |||||||||||
Diluted: | |||||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,000 | 6,300 | |||||||||
Restricted Stock | |||||||||||
Diluted: | |||||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 200 | 0 |
Accumulated Other Comprehensi88
Accumulated Other Comprehensive Loss - Schedule of Change in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Tax expense | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance at beginning of period | $ (17,192) | $ (13,133) | |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 5,941 | (4,505) | |
Amounts reclassified from accumulated other comprehensive loss | 806 | 446 | $ 54 |
Other Comprehensive Income (Loss), Net of Tax | 6,747 | (4,059) | |
Balance at end of period | (10,445) | (17,192) | (13,133) |
Accumulated Foreign Currency Adjustment Attributable to Parent | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance at beginning of period | (8,758) | (7,900) | |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 1,221 | (858) | |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | |
Other Comprehensive Income (Loss), Net of Tax | 1,221 | (858) | |
Balance at end of period | (7,537) | (8,758) | (7,900) |
Accumulated Other Comprehensive Income (Loss) | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance at beginning of period | (25,950) | (21,033) | |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 7,162 | (5,363) | |
Amounts reclassified from accumulated other comprehensive loss | 806 | 446 | |
Other Comprehensive Income (Loss), Net of Tax | 7,968 | (4,917) | |
Balance at end of period | $ (17,982) | $ (25,950) | $ (21,033) |
Accumulated Other Comprehensi89
Accumulated Other Comprehensive Loss - Summary of Amounts Reclassified (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Actuarial loss | $ (343) | ||
Tax expense | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Amortization of net loss (included within selling, general and administrative expense) | 1,303 | $ 722 | $ 88 |
Tax expense | (497) | (276) | (34) |
Amounts reclassified from accumulated other comprehensive loss | $ 806 | $ 446 | $ 54 |
Inventories, Net - Schedule of
Inventories, Net - Schedule of Company Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Inventory Disclosure [Abstract] | ||
Purchased materials and manufactured parts, net | $ 49,168 | $ 39,921 |
Work in process, net | 17,598 | 11,889 |
Finished goods, net | 133,237 | 109,655 |
Inventories, net | $ 200,003 | $ 161,465 |
Inventories, Net - Narrative (D
Inventories, Net - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Inventory Disclosure [Abstract] | ||
Inventories at lower of LIFO cost or market | 75.00% | 87.00% |
Inventory, LIFO Reserve | $ (4,915) | $ (18,433) |
Excess and obsolete inventory reserve | $ (8,432) | $ (8,447) |
Assets Held for Sale - Schedule
Assets Held for Sale - Schedule of Assets Held for Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets held for sale | $ 0 | $ 6,680 |
Held-for-sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets held for sale | $ 0 | $ 6,680 |
Assets Held for Sale - Narrativ
Assets Held for Sale - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 30, 2016 | Sep. 30, 2017 | May 31, 2012 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain on sale of joint venture | $ 5,774 | |||
Disposal group not discontinued operation gain (loss) on disposal, net of tax | $ 3,102 | |||
Held-for-sale | Abahsain-Cope Saudi Arabia Ltd. | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain on sale of joint venture | $ 5,774 | |||
Cash consideration paid into escrow account | $ 9,087 | |||
Assets held for sale | $ 3,313 | |||
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] | ||||
Gain on sale of joint venture | $ (329) | |||
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 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 404,929 | $ 373,717 |
Accumulated depreciation | (196,310) | (171,025) |
Property, plant and equipment, net | 208,619 | 202,692 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 13,296 | 12,804 |
Buildings and related improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 105,154 | 103,256 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 263,575 | 245,011 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 6,744 | 6,498 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 16,160 | $ 6,148 |
Property, Plant and Equipment95
Property, Plant and Equipment - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 32,320 | $ 32,779 | $ 37,362 |
Goodwill and Intangible Asset96
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 115,829 | $ 115,829 |
Goodwill acquired during year | 31,477 | 0 |
Exchange rate effects | 410 | 0 |
Ending balance | 147,716 | 115,829 |
Electrical Raceway | ||
Goodwill [Roll Forward] | ||
Beginning balance | 76,640 | 76,640 |
Goodwill acquired during year | 31,477 | 0 |
Exchange rate effects | 410 | 0 |
Ending balance | 108,527 | 76,640 |
Mechanical Products & Solutions | ||
Goodwill [Roll Forward] | ||
Beginning balance | 39,189 | 39,189 |
Exchange rate effects | 0 | 0 |
Ending balance | $ 39,189 | $ 39,189 |
Goodwill and Intangible Asset97
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Non-cash impairment | $ 0 | $ 3,924,000 | |
Useful life | 11 years | ||
Amortization expense | $ 22,407,000 | 22,238,000 | $ 22,103,000 |
Electrical Raceway | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Accumulated impairment loss | 3,924,000 | 3,294,000 | 3,294,000 |
MP&S | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Accumulated impairment loss | $ 43,000,000 | $ 43,000,000 | $ 43,000,000 |
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 Asset98
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Amortizable intangible assets: | ||
Weighted Average Useful Life (Years) | 11 years | |
Gross Carrying Value | $ 377,948 | $ 266,188 |
Accumulated Amortization | (127,539) | (105,131) |
Net Carrying Value | 250,409 | 161,057 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Carrying Value | 471,828 | 360,068 |
Net Carrying Value | 344,289 | 254,937 |
Trade names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross carrying value/net carrying value | 93,880 | 93,880 |
Customer relationships | ||
Amortizable intangible assets: | ||
Gross Carrying Value | 350,129 | 249,245 |
Accumulated Amortization | (118,273) | (97,484) |
Net Carrying Value | $ 231,856 | 151,761 |
Customer relationships | Weighted Average | ||
Amortizable intangible assets: | ||
Weighted Average Useful Life (Years) | 11 years | |
Other | ||
Amortizable intangible assets: | ||
Gross Carrying Value | $ 27,819 | 16,943 |
Accumulated Amortization | (9,266) | (7,647) |
Net Carrying Value | $ 18,553 | $ 9,296 |
Other | Weighted Average | ||
Amortizable intangible assets: | ||
Weighted Average Useful Life (Years) | 8 years |
Goodwill and Intangible Asset99
Goodwill and Intangible Assets - Expected Amortization Expense (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2,018 | $ 33,152 |
2,019 | 32,990 |
2,020 | 32,505 |
2,021 | 30,935 |
2,022 | 30,112 |
2023 and thereafter | $ 90,715 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Debt Instrument [Line Items] | ||
ABL Credit Facility | $ 85,000 | $ 0 |
Deferred financing costs | (4,496) | (8,347) |
Total debt | 576,078 | 630,313 |
Less: Current portion | 4,215 | 1,267 |
Long-term debt | 571,863 | 629,046 |
Secured Debt | First Lien Term Loan Facility due December 22, 2023 | ||
Debt Instrument [Line Items] | ||
Carrying value | 495,134 | 0 |
Short-term Debt | 440 | 0 |
Secured Debt | Initial First Lien Term Loan Facility due April 9, 2021 | ||
Debt Instrument [Line Items] | ||
Carrying value | 0 | 409,200 |
Secured Debt | Second Lien Term Loan Facility due October 9, 2021 | ||
Debt Instrument [Line Items] | ||
Carrying value | $ 0 | $ 229,460 |
Debt - Term Loan Facilities - N
Debt - Term Loan Facilities - Narrative (Details) - USD ($) | Dec. 22, 2016 | Jan. 22, 2016 | Apr. 09, 2014 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 |
Debt Instrument [Line Items] | ||||||
Repayments of Secured Debt | $ 641,100,000 | $ 22,175,000 | $ 4,200,000 | |||
Loss (gain) on extinguishment of debt | $ (9,805,000) | 1,661,000 | $ 0 | |||
Second Lien Term Loan Facility due October 9, 2021 | ||||||
Debt Instrument [Line Items] | ||||||
Loss (gain) on extinguishment of debt | $ 1,661 | |||||
Secured Debt | Atkore International | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of Secured Debt | $ 155,000,000 | |||||
Secured Debt | Atkore International | First Lien Term Loan Facility due December 22, 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Credit agreement | $ 420,000,000 | |||||
Redemption price | 99.50% | |||||
Secured Debt | Atkore International | First Lien Term Loan Facility due December 22, 2023 | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Margin | 3.50% | |||||
LIBOR floor | 1.00% | |||||
Secured Debt | Atkore International | Second Lien Term Loan Facility due October 9, 2021 | ||||||
Debt Instrument [Line Items] | ||||||
Credit agreement | $ 250,000,000 | |||||
Redemption price | 99.00% | |||||
Secured Debt | Atkore International | Second Lien Term Loan Facility due October 9, 2021 | 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% | |||||
Secured Debt | Atkore International | New First Lien Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit agreement | $ 500,000 | |||||
Redemption price | 99.75% | |||||
Secured Debt | Atkore International | New First Lien Term Loan Facility | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Margin | 3.00% | |||||
Amortization of debt discount (premium) | $ 0.01 | |||||
Secured Debt | Atkore International | New First Lien Term Loan Facility | Alternate Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Margin | 2.00% |
Debt - ABL Credit Facility - Na
Debt - ABL Credit Facility - Narrative (Details) - USD ($) | Dec. 22, 2016 | Sep. 30, 2017 | Dec. 22, 2016 | Sep. 30, 2016 |
Debt Instrument [Line Items] | ||||
ABL Credit Facility | $ 85,000,000 | $ 0 | ||
Atkore International | Domestic Line of Credit | ABL Credit Facility | LIBOR | Minimum | ||||
Debt Instrument [Line Items] | ||||
Applicable margin | 1.25% | |||
Atkore International | Domestic Line of Credit | ABL Credit Facility | LIBOR | Maximum | ||||
Debt Instrument [Line Items] | ||||
Applicable margin | 1.75% | |||
Atkore International | Domestic Line of Credit | ABL Credit Facility | Alternate Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Applicable margin | 0.25% | |||
Atkore International | Domestic Line of Credit | ABL Credit Facility | Alternate Base Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Applicable margin | 0.75% | |||
Atkore International | Foreign Line of Credit | ABL Credit Facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |||
Atkore International | Foreign Line of Credit | ABL Credit Facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% | |||
Atkore International | Foreign Line of Credit | ABL Credit Facility | Bankers Acceptance Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Applicable margin | 1.25% | |||
Atkore International | Foreign Line of Credit | ABL Credit Facility | Bankers Acceptance Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Applicable margin | 1.75% | |||
Atkore International | Foreign Line of Credit | ABL Credit Facility | Prime Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Applicable margin | 0.25% | |||
Atkore International | Foreign Line of Credit | ABL Credit Facility | Prime Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Applicable margin | 0.75% | |||
Atkore International | Line of Credit | ABL Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Aggregate commitments | 325,000,000 | |||
Credit availability | $ 172,994,000 | 255,755,000 | ||
Borrowing base percentage of eligible accounts receivable | 85.00% | |||
Borrowing base percentage of eligible inventory (plus) | 80.00% | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% | 0.50% | ||
ABL Credit Facility | $ 0 | 0 | ||
Debt instrument, covenant, borrowing base, percentage of inventory subject to certain limitations | 85.00% | |||
Fair value of amount outstanding | $ 85,000,000 | $ 0 |
Debt - Contractual Obligation (
Debt - Contractual Obligation (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 5,000 |
2,019 | 5,000 |
2,020 | 5,000 |
2,021 | 5,000 |
2,022 | 5,000 |
2023 and thereafter | $ 471,250 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - Recurring $ in Thousands | Sep. 30, 2017USD ($) | Sep. 30, 2017GBP (£) | Sep. 30, 2016USD ($) | Sep. 30, 2016GBP (£) | Sep. 25, 2015GBP (£) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Forward currency contracts | £ | £ 52,600,000 | £ 0 | £ 0 | ||
Level 1 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets held for sale | $ 6,680 | ||||
Forward currency contracts | $ 0 | $ 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) - Recurring $ in Thousands | Sep. 30, 2017USD ($) | Sep. 30, 2017GBP (£) | Sep. 30, 2016USD ($) | Sep. 30, 2016GBP (£) | Sep. 25, 2015GBP (£) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Forward currency contracts | £ | £ 52,600,000 | £ 0 | £ 0 | ||
Level 1 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash equivalents | $ 571 | $ 167,006 | |||
Forward currency contracts | 0 | 0 | |||
Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash equivalents | 0 | 0 | |||
Forward currency contracts | 2,936 | 0 | |||
Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash equivalents | 0 | 0 | |||
Forward currency contracts | $ 0 | $ 0 |
Fair Value Measurements - Estim
Fair Value Measurements - Estimated Fair Value of Financial Instruments Not Carried at Fair Value (Details) - Secured Debt - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value | $ 496,250 | $ 638,660 |
Fair value | 498,979 | 642,176 |
First Lien Term Loan Facility due December 22, 2023 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value | 496,250 | 0 |
Fair value | 498,979 | 0 |
Initial First Lien Term Loan Facility due April 9, 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value | 0 | 409,200 |
Fair value | 0 | 411,084 |
Second Lien Term Loan Facility due October 9, 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value | 0 | 229,460 |
Fair value | $ 0 | $ 231,092 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Loss Contingencies [Line Items] | |||
Purchase obligation for fiscal 2018 | $ 89,117,000 | ||
Purchase obligation for fiscal 2019 | 3,395,000 | ||
Purchase obligations thereafter | 257,000 | ||
Total rental expense on all operating leases | 12,941,000 | $ 11,934,000 | $ 11,721,000 |
Special Products Claims and Other Product Liabilities | Minimum | |||
Loss Contingencies [Line Items] | |||
Probable losses | 3,000,000 | ||
Special Products Claims and Other Product Liabilities | Maximum | |||
Loss Contingencies [Line Items] | |||
Probable losses | 10,000,000 | ||
Special Products Claims | |||
Loss Contingencies [Line Items] | |||
Product liability | 5,872,000 | $ 4,951,000 | |
Antidumping Duty, Malleable Iron Pipe Fittings from China | |||
Loss Contingencies [Line Items] | |||
Product liability | $ 7,501,000 |
Commitments and Contingencie108
Commitments and Contingencies - Schedule of Minimum Future Operating Lease Payments (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 10,735 |
2,019 | 10,549 |
2,020 | 8,565 |
2,021 | 7,373 |
2,022 | 4,620 |
2023 and thereafter | 9,884 |
Total | $ 51,726 |
Guarantees - Narrative (Details
Guarantees - Narrative (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Workers' compensation and general liability insurance policies | |
Guarantor Obligations [Line Items] | |
Guarantees | $ 8,560 |
Surety bond | |
Guarantor Obligations [Line Items] | |
Guarantees | 30,437 |
Sale of minority ownership | |
Guarantor Obligations [Line Items] | |
Guarantees | $ 9,121 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - CD&R - Investor - USD ($) $ in Thousands | Jun. 15, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 |
Related Party Transaction [Line Items] | ||||
Related party net sales | $ 8,300 | |||
Consulting and Termination Fees | ||||
Related Party Transaction [Line Items] | ||||
Related party fees | $ 15,425 | $ 3,500 | ||
Termination Fee | ||||
Related Party Transaction [Line Items] | ||||
Related party fees | $ 12,800 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Sep. 30, 2017employeesegment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Customer percentage of sales or accounts receivable | 10.00% |
Employees represented by a union under a collective bargaining agreement (approximately) | 40.00% |
Number of employees affected by expiring of contracts | employee | 250 |
Segment Information - Shared As
Segment Information - Shared Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 30, 2016 | Sep. 30, 2016 | Jun. 24, 2016 | Mar. 25, 2016 | Dec. 25, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 395,807 | $ 397,745 | $ 372,791 | $ 337,591 | $ 416,239 | $ 395,724 | $ 353,046 | $ 358,375 | $ 1,503,934 | $ 1,523,384 | $ 1,729,168 |
Capital Expenditures | 25,122 | 16,830 | 26,849 | ||||||||
Total Assets | 1,215,092 | 1,164,568 | 1,215,092 | 1,164,568 | 1,113,799 | ||||||
Electrical Raceway | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 1,093,500 | 1,066,711 | 1,079,155 | ||||||||
MP&S | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 410,434 | 456,673 | 650,013 | ||||||||
Intersegment Sales | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (1,381) | (2,067) | (1,326) | ||||||||
Intersegment Sales | Electrical Raceway | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 1,283 | 1,919 | 1,121 | ||||||||
Intersegment Sales | MP&S | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 98 | 148 | 205 | ||||||||
Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted EBITDA | 253,038 | 263,138 | 186,281 | ||||||||
Operating Segments | Electrical Raceway | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted EBITDA | 189,351 | 181,939 | 112,544 | ||||||||
Capital Expenditures | 13,037 | 9,161 | 12,530 | ||||||||
Total Assets | 757,775 | 566,250 | 757,775 | 566,250 | 620,109 | ||||||
Operating Segments | MP&S | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted EBITDA | 63,687 | 81,199 | 73,737 | ||||||||
Capital Expenditures | 8,212 | 6,130 | 10,598 | ||||||||
Total Assets | 306,229 | 343,002 | 306,229 | 343,002 | 409,937 | ||||||
Unallocated | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Capital Expenditures | 3,873 | 1,539 | 3,721 | ||||||||
Total Assets | $ 151,088 | $ 255,316 | $ 151,088 | $ 255,316 | $ 83,753 |
Segment Information - Reconcili
Segment Information - Reconciliation of Operating Segment Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Segment Reporting Information [Line Items] | |||
Unallocated expenses | $ (25,430) | $ (28,136) | $ (22,331) |
Depreciation and amortization | (54,727) | (55,017) | (59,465) |
Interest expense, net | (26,598) | (41,798) | (44,809) |
Gain on extinguishment of debt | (9,805) | 1,661 | 0 |
Restructuring & impairments | (1,256) | (4,096) | (32,703) |
Net periodic pension benefit cost | 0 | (441) | (578) |
Stock-based compensation | (12,788) | (21,127) | (13,523) |
Legal matters | (7,551) | (1,382) | 0 |
Consulting fees | 0 | (15,425) | (3,500) |
Transaction costs | (4,779) | (7,832) | (6,039) |
Gain on sale of joint venture | 5,774 | ||
Other | 10,247 | (1,103) | (14,305) |
Impact of Fence and Sprinkler exit | 0 | (811) | 2,885 |
Income (loss) before income taxes | 126,125 | 86,781 | (7,871) |
Special Products Claims | |||
Segment Reporting Information [Line Items] | |||
ABF product liability impact | 0 | (850) | 216 |
Gain on sale of joint venture | 5,774 | 0 | 0 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Operating segment Adjusted EBITDA | 253,038 | 263,138 | 186,281 |
Operating Segments | Electrical Raceway | |||
Segment Reporting Information [Line Items] | |||
Operating segment Adjusted EBITDA | 189,351 | 181,939 | 112,544 |
Operating Segments | MP&S | |||
Segment Reporting Information [Line Items] | |||
Operating segment Adjusted EBITDA | $ 63,687 | $ 81,199 | $ 73,737 |
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 | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 30, 2016 | Sep. 30, 2016 | Jun. 24, 2016 | Mar. 25, 2016 | Dec. 25, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Long-lived assets | $ 215,671 | $ 209,936 | $ 215,671 | $ 209,936 | $ 238,216 | ||||||
Net sales | 395,807 | $ 397,745 | $ 372,791 | $ 337,591 | 416,239 | $ 395,724 | $ 353,046 | $ 358,375 | 1,503,934 | 1,523,384 | 1,729,168 |
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Long-lived assets | 202,823 | 204,640 | 202,823 | 204,640 | 232,566 | ||||||
Net sales | 1,367,907 | 1,395,750 | 1,604,788 | ||||||||
Other Americas | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Long-lived assets | 164 | 175 | 164 | 175 | 132 | ||||||
Net sales | 37,908 | 40,573 | 42,136 | ||||||||
Europe | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Long-lived assets | 9,306 | 1,295 | 9,306 | 1,295 | 1,036 | ||||||
Net sales | 55,181 | 40,246 | 38,621 | ||||||||
Asia-Pacific | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Long-lived assets | $ 3,378 | $ 3,826 | 3,378 | 3,826 | 4,482 | ||||||
Net sales | $ 42,938 | $ 46,815 | $ 43,623 |
Segment Information - Schedu115
Segment Information - Schedule of Net Sales From External Customers by Product Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 30, 2016 | Sep. 30, 2016 | Jun. 24, 2016 | Mar. 25, 2016 | Dec. 25, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Revenue from External Customer [Line Items] | |||||||||||
Net sales | $ 395,807 | $ 397,745 | $ 372,791 | $ 337,591 | $ 416,239 | $ 395,724 | $ 353,046 | $ 358,375 | $ 1,503,934 | $ 1,523,384 | $ 1,729,168 |
Electrical Raceway | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 1,093,500 | 1,066,711 | 1,079,155 | ||||||||
Electrical Raceway | Metal Electrical Conduit and Fittings | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 349,239 | 331,526 | 320,531 | ||||||||
Electrical Raceway | Armored Cable and Fittings | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 323,070 | 318,279 | 332,153 | ||||||||
Electrical Raceway | PVC Electrical Conduit & Fittings | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 265,389 | 258,954 | 269,808 | ||||||||
Electrical Raceway | Other raceway products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 155,802 | 157,952 | 156,663 | ||||||||
Mechanical Products & Solutions | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 410,434 | 456,673 | 650,013 | ||||||||
Mechanical Products & Solutions | Mechanical Pipe | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 211,245 | 249,473 | 286,635 | ||||||||
Mechanical Products & Solutions | Other MP&S products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 199,189 | 199,384 | 184,785 | ||||||||
Mechanical Products & Solutions | Impact of Fence and Sprinkler | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | $ 0 | $ 7,816 | $ 178,593 |
Quarterly Operating Results 116
Quarterly Operating Results (Unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 30, 2016 | Sep. 30, 2016 | Jun. 24, 2016 | Mar. 25, 2016 | Dec. 25, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Debt Instrument [Line Items] | |||||||||||
Net sales | $ 395,807,000 | $ 397,745,000 | $ 372,791,000 | $ 337,591,000 | $ 416,239,000 | $ 395,724,000 | $ 353,046,000 | $ 358,375,000 | $ 1,503,934,000 | $ 1,523,384,000 | $ 1,729,168,000 |
Gross profit | 89,853,000 | 92,825,000 | 87,949,000 | 92,005,000 | 93,342,000 | 111,521,000 | 91,410,000 | 72,409,000 | 362,632,000 | 368,682,000 | 272,793,000 |
Net income (loss) | $ 20,857,000 | $ 27,465,000 | $ 18,935,000 | $ 17,382,000 | $ 15,572,000 | $ 20,645,000 | $ 14,007,000 | $ 8,572,000 | $ 84,639,000 | $ 58,796,000 | $ (4,955,000) |
Net income (loss) per share | |||||||||||
Basic (in dollars per share) | $ 0.33 | $ 0.43 | $ 0.30 | $ 0.28 | $ 0.25 | $ 0.33 | $ 0.22 | $ 0.14 | $ 1.33 | $ 0.94 | $ (0.08) |
Diluted (in dollars per share) | $ 0.31 | $ 0.41 | $ 0.28 | $ 0.26 | $ 0.24 | $ 0.33 | $ 0.22 | $ 0.14 | $ 1.27 | $ 0.94 | $ (0.08) |
Gain on extinguishment of debt | $ (9,805,000) | $ 1,661,000 | $ 0 | ||||||||
Proceeds from divestiture of interest in joint venture | 5,774 | ||||||||||
Antidumping Duty, Malleable Iron Pipe Fittings from China | |||||||||||
Net income (loss) per share | |||||||||||
Product liability | $ 7,501,000 | $ 7,501,000 | |||||||||
Second Lien Term Loan Facility due October 9, 2021 | |||||||||||
Net income (loss) per share | |||||||||||
Gain on extinguishment of debt | $ 1,661 |
Schedule I - Condensed Finan117
Schedule I - Condensed Financial Information - Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | Sep. 26, 2014 |
Assets | ||||
Total Assets | $ 1,215,092 | $ 1,164,568 | $ 1,113,799 | |
Liabilities and Equity | ||||
Total Liabilities | 854,221 | 907,322 | ||
Equity: | ||||
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 63,305,434 and 62,458,367 shares issued and outstanding, respectively | 634 | 626 | ||
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively | (2,580) | (2,580) | ||
Additional paid-in capital | 423,232 | 398,292 | ||
Accumulated deficit | (42,433) | (113,142) | ||
Accumulated other comprehensive loss | (17,982) | (25,950) | ||
Total Equity | 360,871 | 257,246 | $ 156,277 | $ 176,469 |
Total Liabilities and Equity | 1,215,092 | 1,164,568 | ||
Atkore International Group Inc. | ||||
Assets | ||||
Investment in subsidiary | 360,871 | 257,246 | ||
Total Assets | 360,871 | 257,246 | ||
Liabilities and Equity | ||||
Total Liabilities | 0 | 0 | ||
Equity: | ||||
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 63,305,434 and 62,458,367 shares issued and outstanding, respectively | 634 | 626 | ||
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively | (2,580) | (2,580) | ||
Additional paid-in capital | 423,232 | 398,292 | ||
Accumulated deficit | (42,433) | (113,142) | ||
Accumulated other comprehensive loss | (17,982) | (25,950) | ||
Total Equity | 360,871 | 257,246 | ||
Total Liabilities and Equity | $ 360,871 | $ 257,246 |
Schedule I - Condensed Finan118
Schedule I - Condensed Financial Information - Balance Sheets (Parenthetical) (Details) - $ / shares | Sep. 30, 2017 | Sep. 30, 2016 |
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) | 63,305,434 | 62,458,367 |
Common stock, shares outstanding (shares) | 63,305,434 | 62,458,367 |
Treasury stock (shares) | 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) | 63,305,434 | 62,458,367 |
Common stock, shares outstanding (shares) | 63,305,434 | 62,458,367 |
Treasury stock (shares) | 260,900 | 260,900 |
Schedule I - Condensed Finan119
Schedule I - Condensed Financial Information - Condensed Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 30, 2016 | Sep. 30, 2016 | Jun. 24, 2016 | Mar. 25, 2016 | Dec. 25, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||
Net income (loss) | $ 20,857 | $ 27,465 | $ 18,935 | $ 17,382 | $ 15,572 | $ 20,645 | $ 14,007 | $ 8,572 | $ 84,639 | $ 58,796 | $ (4,955) |
Other comprehensive income (loss) of subsidiary, net of tax | 7,968 | (4,917) | (14,403) | ||||||||
Comprehensive income (loss) | 92,607 | 53,879 | (19,358) | ||||||||
Atkore International Group Inc. | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Net income (loss) | 84,639 | 58,796 | (4,955) | ||||||||
Other comprehensive income (loss) of subsidiary, net of tax | 7,968 | ||||||||||
Comprehensive income (loss) | $ 92,607 | $ 53,879 | $ (19,358) |
Schedule I - Condensed Finan120
Schedule I - Condensed Financial Information - Condensed Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Cash Flows from Operating Activities: | |||
Net cash provided by operating activities | $ 121,654 | $ 156,646 | $ 141,073 |
Cash Flows from Investing Activities: | |||
Net cash (used for) investing activities | (205,833) | (12,895) | (46,641) |
Cash Flows from Financing Activities: | |||
Issuance of common stock | 12,168 | 52 | 49 |
Repurchase of common stock | (13,938) | 0 | (882) |
Treasury Stock, Value, Acquired, Cost Method | 13,938 | 882 | |
Net cash (used for) financing activities | (67,760) | (23,908) | (44,106) |
Increase (decrease) in cash and cash equivalents | (154,561) | 119,681 | 47,238 |
Cash and cash equivalents: | |||
Cash and cash equivalents at beginning of period | 200,279 | 80,598 | 33,360 |
Cash and cash equivalents at end of period | 45,718 | 200,279 | 80,598 |
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 | 13,938 | 0 | 882 |
Distribution paid to subsidiary | (12,168) | (52) | (49) |
Net cash (used for) investing activities | 1,770 | (52) | 833 |
Cash Flows from Financing Activities: | |||
Repurchase of common stock | (13,938) | 0 | |
Treasury Stock, Value, Acquired, Cost Method | 882 | ||
Net cash (used for) financing activities | (1,770) | 52 | (833) |
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 |
Cash and cash equivalents at end of period | $ 0 | $ 0 | $ 0 |
Schedule I - Condensed Finan121
Schedule I - Condensed Financial Information - Narrative (Details) $ in Thousands, shares in Millions | May 27, 2016 | Mar. 06, 2014USD ($)shares | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 25, 2015USD ($) | 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 | ||||||
Atkore International Group Inc. | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Distribution received from subsidiary | $ 13,938 | $ 0 | $ 882 | ||||
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) | 48.10% | 51.00% | |||||
Common stock, percentage of outstanding capital stock | 49.00% |
Schedule II - Valuation and 122
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 25, 2015 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Deferred Tax Assets, Valuation Allowance | $ 9,512 | $ 8,658 | |
Accounts Receivable Allowance for Doubtful Accounts | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | (1,006) | (1,173) | $ (1,986) |
Additions Charged to Income | (243) | (426) | 560 |
Write offs and Other | 10 | 593 | 253 |
Balance at End of Year | (1,239) | (1,006) | (1,173) |
Deferred Tax Valuation Allowance | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | (8,658) | (7,532) | (7,708) |
Additions Charged to Income | (1,164) | (2,604) | (1,107) |
Write offs and Other | $ 310 | 1,478 | 1,283 |
Balance at End of Year | $ (8,658) | $ (7,532) |