Cover
Cover - shares | 6 Months Ended | |
Mar. 31, 2023 | May 04, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-37793 | |
Entity Registrant Name | Atkore Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 90-0631463 | |
Entity Address, Address Line One | 16100 South Lathrop Avenue | |
Entity Address, City or Town | Harvey | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60426 | |
City Area Code | 708 | |
Local Phone Number | 339-1610 | |
Title of 12(b) Security | Common Stock, $.01 par value per share | |
Trading Symbol | ATKR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 38,559,667 | |
Entity Central Index Key | 0001666138 | |
Document Fiscal Year Focus | 2023 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --09-30 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 25, 2022 | Mar. 31, 2023 | Mar. 25, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 895,934 | $ 982,573 | $ 1,729,755 | $ 1,823,374 |
Cost of sales | 543,052 | 566,157 | 1,042,520 | 1,052,150 |
Gross profit | 352,882 | 416,416 | 687,235 | 771,224 |
Selling, general and administrative | 98,201 | 88,918 | 188,178 | 167,069 |
Intangible asset amortization | 14,790 | 8,701 | 27,586 | 16,930 |
Operating income | 239,891 | 318,797 | 471,471 | 587,225 |
Interest expense, net | 8,475 | 7,514 | 17,963 | 14,432 |
Other (income) and expense, net | 3,858 | (807) | 3,899 | (1,115) |
Income before income taxes | 227,558 | 312,090 | 449,609 | 573,908 |
Income tax expense | 53,364 | 78,613 | 101,923 | 135,588 |
Net income | $ 174,194 | $ 233,477 | $ 347,686 | $ 438,320 |
Net income per share | ||||
Basic (in dollars per share) | $ 4.37 | $ 5.14 | $ 8.63 | $ 9.51 |
Diluted (in dollars per share) | $ 4.31 | $ 5.08 | $ 8.52 | $ 9.39 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 25, 2022 | Mar. 31, 2023 | Mar. 25, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 174,194 | $ 233,477 | $ 347,686 | $ 438,320 |
Other comprehensive (loss) income, net of tax: | ||||
Change in foreign currency translation adjustment | 2,462 | (2,554) | 13,724 | (4,012) |
Change in unrecognized loss related to pension benefit plans | 201 | 125 | 263 | 250 |
Total other comprehensive (loss) income | 2,663 | (2,429) | 13,987 | (3,762) |
Comprehensive income | $ 176,857 | $ 231,048 | $ 361,673 | $ 434,558 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 354,342 | $ 388,751 |
Accounts receivable, less allowance for current and expected credit losses of $2,415 and $2,544, respectively | 533,712 | 528,904 |
Inventories, net | 416,050 | 454,511 |
Prepaid expenses and other current assets | 95,379 | 80,654 |
Total current assets | 1,399,483 | 1,452,820 |
Property, plant and equipment, net | 443,291 | 390,220 |
Intangible assets, net | 424,910 | 382,706 |
Goodwill | 310,686 | 289,330 |
Right-of-use assets, net | 95,950 | 71,035 |
Deferred tax assets | 2,025 | 9,409 |
Other long-term assets | 3,344 | 3,476 |
Total Assets | 2,679,689 | 2,598,996 |
Current Liabilities: | ||
Accounts payable | 258,051 | 244,100 |
Income tax payable | 4,760 | 5,521 |
Accrued compensation and employee benefits | 34,037 | 61,273 |
Customer liabilities | 69,095 | 99,447 |
Lease obligations | 14,566 | 13,789 |
Other current liabilities | 87,396 | 77,781 |
Total current liabilities | 467,905 | 501,911 |
Long-term debt | 761,612 | 760,537 |
Long-term lease obligations | 81,767 | 57,975 |
Deferred tax liabilities | 16,283 | 15,640 |
Other long-term liabilities | 13,327 | 13,146 |
Total Liabilities | 1,340,894 | 1,349,209 |
Equity: | ||
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 38,937,691 and 41,351,350 shares issued and outstanding, respectively | 390 | 415 |
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively | (2,580) | (2,580) |
Additional paid-in capital | 497,810 | 500,117 |
Retained earnings | 879,334 | 801,981 |
Accumulated other comprehensive loss | (36,159) | (50,146) |
Total Equity | 1,338,795 | 1,249,787 |
Total Liabilities and Equity | $ 2,679,689 | $ 2,598,996 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for current and expected credit losses | $ 2,415 | $ 2,544 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 38,937,691 | 41,351,350 |
Common stock, shares outstanding (in shares) | 38,937,691 | 41,351,350 |
Treasury stock (in shares) | 260,900 | 260,900 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2023 | Mar. 25, 2022 | |
Operating activities: | ||
Net income | $ 347,686 | $ 438,320 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 54,566 | 40,040 |
Deferred income taxes | 6,910 | (4,270) |
Stock-based compensation | 12,133 | 9,555 |
Amortization of right-of-use assets | 8,234 | 6,489 |
Other non-cash adjustments to net income | (4,562) | 7,474 |
Changes in operating assets and liabilities, net of effects from acquisitions | ||
Accounts receivable | (502) | (95,016) |
Inventories | 47,126 | (127,790) |
Prepaid expenses and other current assets | (8,961) | (14,490) |
Accounts payable | (2,279) | 19,617 |
Accrued and other liabilities | (61,771) | (37,972) |
Income taxes | 5,860 | (80,415) |
Other, net | (1,044) | (383) |
Net cash provided by operating activities | 403,396 | 161,159 |
Investing activities: | ||
Capital expenditures | (72,690) | (25,343) |
Proceeds from sale of properties and equipment | 1 | 642 |
Acquisition of businesses, net of cash acquired | (83,385) | (36,098) |
Net cash used in investing activities | (156,074) | (60,799) |
Financing activities: | ||
Issuance of common stock, net of shares withheld for tax | (14,434) | (24,399) |
Repurchase of common stock | (269,168) | (261,173) |
Finance lease payments | (660) | 0 |
Net cash used for financing activities | (284,262) | (285,572) |
Effects of foreign exchange rate changes on cash and cash equivalents | 2,531 | (678) |
Decrease in cash and cash equivalents | (34,409) | (185,890) |
Cash and cash equivalents at beginning of period | 388,751 | 576,289 |
Cash and cash equivalents at end of period | 354,342 | 390,399 |
Supplementary Cash Flow information | ||
Capital expenditures, not yet paid | 8,129 | 4,815 |
Operating lease right-of-use assets obtained in exchange for lease liabilities | 30,430 | 1,148 |
Acquisitions of businesses, not yet paid | $ 14,125 | $ 2,864 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss |
Balance at beginning of period (in shares) at Sep. 30, 2021 | 45,997 | |||||
Balance at beginning of period at Sep. 30, 2021 | $ 864,736 | $ 461 | $ (2,580) | $ 506,921 | $ 388,660 | $ (28,726) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 204,843 | 204,843 | ||||
Other comprehensive income (loss) | (1,333) | (1,333) | ||||
Stock-based compensation | 3,427 | 3,427 | ||||
Issuance of common stock, net of shares withheld for tax (in shares) | 355 | |||||
Issuance of common stock, net of shares withheld for tax | (24,505) | $ 4 | (24,509) | |||
Repurchase of common stock (in shares) | (958) | |||||
Repurchase of common stock | (104,547) | $ (10) | (104,537) | |||
Balance at end of period (in shares) at Dec. 24, 2021 | 45,394 | |||||
Balance at end of period at Dec. 24, 2021 | 942,621 | $ 455 | (2,580) | 485,839 | 488,966 | (30,059) |
Balance at beginning of period (in shares) at Sep. 30, 2021 | 45,997 | |||||
Balance at beginning of period at Sep. 30, 2021 | 864,736 | $ 461 | (2,580) | 506,921 | 388,660 | (28,726) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 438,320 | |||||
Other comprehensive income (loss) | (3,762) | |||||
Balance at end of period (in shares) at Mar. 25, 2022 | 43,879 | |||||
Balance at end of period at Mar. 25, 2022 | 1,023,274 | $ 440 | (2,580) | 492,070 | 565,832 | (32,488) |
Balance at beginning of period (in shares) at Dec. 24, 2021 | 45,394 | |||||
Balance at beginning of period at Dec. 24, 2021 | 942,621 | $ 455 | (2,580) | 485,839 | 488,966 | (30,059) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 233,477 | 233,477 | ||||
Other comprehensive income (loss) | (2,429) | (2,429) | ||||
Stock-based compensation | 6,128 | 6,128 | ||||
Issuance of common stock, net of shares withheld for tax (in shares) | 24 | |||||
Issuance of common stock, net of shares withheld for tax | 103 | 103 | ||||
Repurchase of common stock (in shares) | (1,539) | |||||
Repurchase of common stock | (156,626) | $ (15) | (156,611) | |||
Balance at end of period (in shares) at Mar. 25, 2022 | 43,879 | |||||
Balance at end of period at Mar. 25, 2022 | 1,023,274 | $ 440 | (2,580) | 492,070 | 565,832 | (32,488) |
Balance at beginning of period (in shares) at Sep. 30, 2022 | 41,351 | |||||
Balance at beginning of period at Sep. 30, 2022 | 1,249,787 | $ 415 | (2,580) | 500,117 | 801,981 | (50,146) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 173,492 | 173,492 | ||||
Other comprehensive income (loss) | 11,324 | 11,324 | ||||
Stock-based compensation | 5,270 | 5,270 | ||||
Issuance of common stock, net of shares withheld for tax (in shares) | 200 | |||||
Issuance of common stock, net of shares withheld for tax | (14,775) | $ 1 | (14,776) | |||
Repurchase of common stock (in shares) | (1,683) | |||||
Repurchase of common stock | (150,056) | $ (16) | (150,040) | |||
Balance at end of period (in shares) at Dec. 30, 2022 | 39,868 | |||||
Balance at end of period at Dec. 30, 2022 | 1,275,042 | $ 400 | (2,580) | 490,611 | 825,433 | (38,822) |
Balance at beginning of period (in shares) at Sep. 30, 2022 | 41,351 | |||||
Balance at beginning of period at Sep. 30, 2022 | 1,249,787 | $ 415 | (2,580) | 500,117 | 801,981 | (50,146) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 347,686 | |||||
Other comprehensive income (loss) | 13,987 | |||||
Balance at end of period (in shares) at Mar. 31, 2023 | 38,938 | |||||
Balance at end of period at Mar. 31, 2023 | 1,338,795 | $ 390 | (2,580) | 497,810 | 879,334 | (36,159) |
Balance at beginning of period (in shares) at Dec. 30, 2022 | 39,868 | |||||
Balance at beginning of period at Dec. 30, 2022 | 1,275,042 | $ 400 | (2,580) | 490,611 | 825,433 | (38,822) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 174,194 | 174,194 | ||||
Other comprehensive income (loss) | 2,663 | 2,663 | ||||
Stock-based compensation | 6,863 | 6,863 | ||||
Issuance of common stock, net of shares withheld for tax (in shares) | 44 | |||||
Issuance of common stock, net of shares withheld for tax | 336 | $ 0 | 336 | |||
Repurchase of common stock (in shares) | (974) | |||||
Repurchase of common stock | (120,303) | $ (10) | (120,293) | |||
Balance at end of period (in shares) at Mar. 31, 2023 | 38,938 | |||||
Balance at end of period at Mar. 31, 2023 | $ 1,338,795 | $ 390 | $ (2,580) | $ 497,810 | $ 879,334 | $ (36,159) |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Mar. 31, 2023 | |
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 Inc. (the “ Company ” , “ Atkore ” or “ AI ” ) is a leading manufacturer of Electrical products primarily for the non-residential construction and renovation markets and Safety & Infrastructure solutions for the construction and industrial markets. Atkore was incorporated in the State of Delaware on November 4, 2010 under the name Atkore International Group, Inc. As of December 20, 2022, Atkore was the sole stockholder of Atkore International Holdings Inc. ( “ AIH ” ), which in turn was the sole stockholder of Atkore International Inc. ("AII"). On December 28, 2022, AIH merged into AII, with AII being the surviving entity. Accordingly, Atkore is now the sole stockholder of AII. The Electrical segment manufactures high quality products used in the construction of electrical power systems including conduit, cable, and installation accessories. This segment serves contractors, in partnership with the electrical wholesale channel. The Safety & Infrastructure segment designs and manufactures solutions including metal framing, mechanical pipe, perimeter security, and cable management for the protection and reliability of critical infrastructure. These solutions are marketed to contractors, original equipment manufacturers and end users. Basis of Presentation — The accompanying unaudited condensed consolidated financial statements of the Company included herein have been prepared in accordance with accounting principles generally accepted in the United States of America ( “ GAAP ” ). These unaudited condensed consolidated financial statements have been prepared in accordance with the Company ’ s accounting policies and on the same basis as those financial statements included in the Company ’ s latest Annual Report on Form 10-K for the year ended September 30, 2022, filed with the U.S. Securities and Exchange Commission (the “ SEC ” ) on November 18, 2022, and should be read in conjunction with those consolidated financial statements and the notes thereto. Certain information and disclosures normally included in the Company ’ s annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The unaudited condensed consolidated financial statements include the assets and liabilities used in operating the Company ’ s business. All intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired or disposed of are included in the unaudited condensed consolidated financial statements from the effective date of acquisition or up to the date of disposal. These statements include all adjustments (consisting of normal recurring adjustments) that the Company considered necessary to present a fair statement of its results of operations, financial position and cash flows. The results reported in these unaudited condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. Fiscal Periods — The Company has a fiscal year that ends on September 30. The Company ’ s fiscal quarters typically end on the last Friday in December, March and June as it follows a 4-5-4 calendar. Use of Estimates — The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclose contingent assets and liabilities at the date of the condensed consolidated financial statements and report the associated amounts of revenues and expenses. Actual results could differ materially from these estimates. Recent Accounting Pronouncements Atkore has not adopted any accounting standards in the current fiscal year. There are no accounting standards with adoption dates in the next fiscal year that are applicable to the Company. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 6 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | 2. REVENUE FROM CONTRACTS WITH CUSTOMERS The Company’s revenue arrangements primarily consist of a single performance obligation to transfer promised goods which is satisfied at a point in time when title, risks and rewards of ownership, and subsequently control have transferred to the customer. This generally occurs when the product is shipped to the customer, with an immaterial amount of transactions in which control transfers upon delivery. The Company primarily offers assurance-type standard warranties that do not represent separate performance obligations. Under the Inflation Reduction Act of 2022 (“IRA”), the Company is eligible for tax credits related to the manufacturing and selling of components used in the solar energy industry. These tax credits are transferable under the IRA and are accounted for under a government grant accounting model. The Company has contractual arrangements with some customers who purchase these components to transfer a portion of these tax credits to those customers. Pursuant to such contractual arrangements, the Company identifies two separate performance obligations under these contracts with the first being to transfer the promised goods and the second being to transfer the defined portion of the tax credits earned. The Company allocates the total value of these transactions between the two performance obligations. As a result of this allocation, the Company recognizes a reduction to revenue, similar to a rebate. Separately, the Company recognizes the benefit of the credit generated as a reduction of cost of sales. The solar tax credit receivable is recorded in Prepaid Expenses and Other Current Assets whereas the liability to transfer the defined portion of the tax credits is recorded in Other Current Liabilities. For the six months ended March 31, 2023, the Company has recognized a reduction of revenue of $4,349 and a reduction of cost of sales of $6,010. As of March 31, 2023, the Company has a $6,209 liability for credits to be transferred and a solar tax credit receivable of $7,870. As of March 31, 2023, all activity related to the solar tax credits is within the Safety & Infrastructure segment. The Company has certain arrangements that require it to estimate at the time of sale the amounts of variable consideration that should not be recorded as revenue as certain amounts are not expected to be collected from customers, as well as an estimate of the value of products to be returned. The Company principally relies on historical experience, specific customer agreements, and anticipated future trends to estimate these amounts at the time of sale and to reduce the transaction price. These arrangements include sales discounts and allowances, volume rebates, and returned goods. The Company records its obligations related to these items within the Customer Liabilities line on the balance sheet. The Company records amounts billed to customers for reimbursement of shipping and handling costs within revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of goods sold. Sales taxes and other usage-based taxes are excluded from revenue. The Company does not evaluate whether the selling price includes a financing interest component for contracts that are less than a year. The Company also expenses costs incurred to obtain a contract, primarily sales commissions, as all obligations will be settled in less than one year. The Company typically receives payment 30 to 60 days from the point it has satisfied the related performance obligation. See Note 16, “Segment Information” for revenue disaggregated by geography and product categories. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | 3. ACQUISITIONS From time to time, the Company enters into strategic acquisitions in an effort to better service existing customers and to obtain new customers. Fiscal 2023 On November 7, 2022, Atkore HDPE, LLC, a wholly-owned subsidiary of the Company, acquired the assets of Elite Polymer Solutions (“Elite”), for a purchase price of $90,230, of which $75,981 was paid at closing and an additional purchase price payable of $14,000 was accrued. As of the end of the second quarter of fiscal 2023, an additional $249 working capital true up payment has been made. Elite is a manufacturer of high density polyethylene (HDPE) conduit, primarily serving the telecommunications, utility, and transportation markets. As a result of the acquisition, the Company preliminarily recognized $18,604 of goodwill, $68,480 of identifiable intangible assets, of which $68,200 relates to customer relationships with an estimated useful life of 8 years, and $3,146 of working capital and other net tangible assets. As of March 31, 2023, the purchase price allocation has not been finalized as the Company is finalizing working capital, inventory, intangible assets, deferred tax assets and liabilities and fixed asset fair values. The acquisition in fiscal 2023 was funded using cash-on-hand. The Company incurred approximately $257 in acquisition-related expenses for this acquisition, which was recorded as a component of selling, general and administrative expenses. Net sales and net income of the above acquisition are included in the condensed consolidated financial statement of operations for the post-acquisition period. Due to the immaterial nature of this acquisition, the Company did not include the pro forma results of operations for this acquisition for the current period or the previous interim period. Fiscal 2022 On August 31, 2022, Atkore International Inc., and Atkore HDPE, LLC, wholly-owned subsidiaries of the Company, acquired the outstanding stock of two separate, but related, companies doing business as Cascade Poly Pipe & Conduit (“Cascade”) and Northwest Polymers, for a total purchase price of $62,100, of which $52,738 was paid at closing and an additional purchase price payable of $9,362 was accrued. As of the end of the second quarter of fiscal 2023, the Company paid $3,111 of the accrued purchase price. Cascade is a manufacturer specializing in smooth wall HDPE conduit made from recycled materials, primarily serving the telecommunications, utility and datacom markets. Northwest Polymers is a leading recycler of PVC, HDPE and other plastics and a strategic supply partner to Cascade and other manufacturers. The purchase price allocation has not been finalized as the Company is finalizing working capital, inventory, intangible assets, deferred tax assets and liabilities and fixed asset fair values. On June 22, 2022, Atkore International Inc., a wholly-owned subsidiary of the Company acquired all of the outstanding stock of United Poly Systems, LLC (“United Poly”), for a purchase price of $227,420. United Poly is a manufacturer of high density polyethylene (“HDPE”) pressure pipe and conduit, primarily serving the telecommunications, water infrastructure, renewables and energy markets. The purchase price allocation has not been finalized as the Company is finalizing working capital, inventory, intangible asset, deferred tax asset and liabilities and fixed asset fair values. On May 19, 2022, Allied Tube and Conduit Corporation, wholly-owned subsidiary of the Company acquired the assets of Talon Products, LLC (“Talon”), for a purchase price of $4,193. Included in Talon’s purchase price is a purchase price payable of $402. Talon is a manufacturer of non-metallic, injection molded cable cleats, primarily serving the power distribution markets. The Company finalized the purchase price allocation of Talon in the fourth quarter of fiscal 2022. On December 21, 2021, Atkore HDPE, LLC and Allied Tube and Conduit Corporation, wholly-owned subsidiaries of the Company, acquired the assets of Four Star Industries LLC (“Four Star”), for a purchase price of $23,195. Four Star is a manufacturer of high density polyethylene (HDPE) conduit, primarily serving the telecommunications, utility, infrastructure and datacom markets. The Company finalized the purchase price allocation of Four Star in the third quarter of fiscal 2022. On December 20, 2021, Columbia-MBF Inc., a wholly-owned subsidiary of the Company acquired all of the outstanding stock of Sasco Tubes & Roll Forming Inc. (“Sasco”), for a purchase price of $16,184, of which $13,320 was paid at closing and additional purchase price payable of $2,864 was accrued. Sasco is a Canadian manufacturer of metal framing and related products serving the electrical, mechanical, construction and solar industries. The Company finalized the purchase price allocation of Sasco in the third quarter of fiscal 2022. The acquisitions in fiscal 2022 were funded using cash-on-hand. The Company incurred approximately $3,424 in acquisition-related expenses for these acquisitions, 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 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 for fiscal 2022: (in thousands) United Poly Other Total Fair value of consideration transferred: Cash consideration $ 227,420 $ 93,044 $ 320,464 Purchase price payable — 12,628 12,628 Working Capital Adjustment — 668 668 Total consideration transferred $ 227,420 $ 106,340 $ 333,760 Fair value of assets acquired and liabilities assumed: Cash 11,514 126 11,640 Accounts receivable 23,679 9,291 32,970 Inventories 13,455 8,111 21,566 Intangible assets 128,840 54,330 183,170 Fixed assets 13,648 8,533 22,181 Accounts payable (11,940) (5,086) (17,026) Income taxes (15,542) (2,075) (17,617) Other (1,740) 245 (1,495) Net assets acquired 161,914 73,475 235,389 Excess purchase price attributed to goodwill acquired $ 65,506 $ 32,865 $ 98,371 The Company estimates $31.1 million of the goodwill recognized by the fiscal 2022 acquisitions is deductible for tax purposes, $11.7 million that relates to United Poly and $19.4 million that relates to Cascade and Northwest Polymer. The Company estimates Goodwill recognized from the acquisitions in fiscal 2022 consists largely of the synergies and economies of scale from integrating this company with existing businesses. The following table summarizes the fair value of intangible assets as of the acquisition date: United Poly Other (in thousands) Fair Value Weighted Average Useful Life (Years) Fair Value Weighted Average Useful Life (Years) Customer relationships $ 111,700 11 $ 50,020 9 Other 17,140 8 4,310 8 Total intangible assets $ 128,840 $ 54,330 Net sales and net income of the acquired companies are included in the consolidated statement of operations for the post-acquisition period. Due to the immaterial nature of the acquisitions acquired in the first quarter of fiscal 2022, the Company did not include the pro forma results of operations for these acquisitions for the current period or the previous interim period. |
POSTRETIREMENT BENEFITS
POSTRETIREMENT BENEFITS | 6 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
POSTRETIREMENT BENEFITS | 4. POSTRETIREMENT BENEFITS The Company provides pension benefits through a number of noncontributory and contributory defined benefit retirement plans covering eligible U.S. employees. As of September 30, 2017, all defined pension benefit plans were frozen, whereby participants no longer accrue credited service. The net periodic benefit credit was as follows: Three months ended Six months ended (in thousands) Note March 31, 2023 March 25, 2022 March 31, 2023 March 25, 2022 Interest cost $ 1,294 $ 739 $ 2,588 $ 1,478 Expected return on plan assets (1,257) (1,348) (2,514) (2,696) Amortization of actuarial loss 167 158 333 316 Net periodic benefit cost (credit) 5 $ 204 $ (451) $ 407 $ (902) |
OTHER (INCOME) AND EXPENSE, NET
OTHER (INCOME) AND EXPENSE, NET | 6 Months Ended |
Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | |
OTHER (INCOME) AND EXPENSE, NET | 5. OTHER (INCOME) AND EXPENSE, NET Other (income) and expense, net consisted of the following: Three months ended Six months ended (in thousands) March 31, 2023 March 25, 2022 March 31, 2023 March 25, 2022 Undesignated foreign currency derivative instruments $ — $ (634) $ — $ (810) Loss on assets held for sale 3,658 — 3,658 — Foreign exchange loss (gain) on intercompany loans (4) 278 (166) 597 Pension-related benefits 204 (451) 407 (902) Other (income) and expense, net $ 3,858 $ (807) $ 3,899 $ (1,115) The Company recognized an impairment of $3,658 on assets related to the Company’s operations in Russia. As of March 31, 2023, the Company is finalizing plans to exit its operations in Russia and expects to sell the related business at a loss, which resulted in the impairment charge taken during the quarter. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 6. INCOME TAXES For the three months ended March 31, 2023 and March 25, 2022, the Company’s effective tax rate attributable to income before income taxes was 23.5% and 25.2%, respectively. For the three months ended March 31, 2023 and March 25, 2022, the Company’s income tax expense was $53,364 and $78,613 respectively. The decrease in the current period effective tax rate was driven by a decrease in state tax expense and an increase in the excess tax benefit associated with stock compensation. For the six months ended March 31, 2023 and March 25, 2022, the Company’s effective tax rate attributable to income before income taxes was 22.7% and 23.6%, respectively. For the six months ended March 31, 2023 and March 25, 2022, the Company’s income tax expense was $101,923 and $135,588 respectively. The decrease in the current period effective tax rate was driven by a decrease in state tax expense partially offset by a decrease in the excess tax benefit associated with stock compensation. A valuation allowance has been recorded against certain net operating losses in certain foreign jurisdictions. A valuation allowance is recorded when it is determined to be more likely than not that these assets will not be fully realized in the foreseeable future. The realization of deferred tax assets is dependent upon whether the Company can generate future taxable income in the appropriate character and jurisdiction to utilize the assets. The amount of the deferred tax assets considered realizable is subject to adjustment in future periods. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 7. EARNINGS PER SHARE The Company calculates basic and diluted earnings per common share using the two-class method. Under the two-class method, net earnings are allocated to each class of common stock and participating securities as if all of the net earnings for the period had been distributed. The Company ’ s participating securities consist of share-based payment awards that contain a non-forfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common stockholders. Basic earnings per common share excludes dilution and is calculated by dividing the net earnings allocated to common stock by the weighted-average number of common stock outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocated to common stock by the weighted-average number of shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating share-based awards. The following table sets forth the computation of basic and diluted earnings per share: Three months ended Six months ended (in thousands, except per share data) March 31, 2023 March 25, 2022 March 31, 2023 March 25, 2022 Numerator: Net income $ 174,194 $ 233,477 $ 347,686 $ 438,320 Less: Undistributed earnings allocated to participating securities 2,819 3,577 5,377 7,256 Net income available to common shareholders $ 171,375 $ 229,900 $ 342,309 $ 431,064 Denominator: Basic weighted average common shares outstanding 39,212 44,700 39,648 45,318 Effect of dilutive securities: Non-participating employee stock options (1) 537 580 534 588 Diluted weighted average common shares outstanding 39,749 45,280 40,182 45,906 Basic earnings per share $ 4.37 $ 5.14 $ 8.63 $ 9.51 Diluted earnings per share $ 4.31 $ 5.08 $ 8.52 $ 9.39 (1) Stock options to purchase shares of common stock that would have been anti-dilutive are not included in the calculation. There were no anti-dilutive options outstanding during the three months ended March 31, 2023 and March 25, 2022. Additionally, there were no anti-dilutive options outstanding during the six months ended March 31, 2023 and March 25, 2022, respectively. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 6 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | 8. ACCUMULATED OTHER COMPREHENSIVE LOSS The following tables present the changes in accumulated other comprehensive loss by component for the three months ended March 31, 2023 and March 25, 2022. (in thousands) Defined Benefit Currency Total Balance as of December 30, 2022 $ (16,733) $ (22,089) $ (38,822) Other comprehensive loss before reclassifications — 2,462 2,462 Amounts reclassified from accumulated other 201 — 201 Net current period other comprehensive income (loss) 201 2,462 2,663 Balance as of March 31, 2023 $ (16,532) $ (19,627) $ (36,159) (in thousands) Defined Benefit Currency Total Balance as of December 24, 2021 $ (19,193) $ (10,866) $ (30,059) Other comprehensive income before reclassifications — (2,554) (2,554) Amounts reclassified from accumulated other 125 — 125 Net current period other comprehensive income 125 (2,554) (2,429) Balance as of March 25, 2022 $ (19,068) $ (13,420) $ (32,488) The following tables present the changes in accumulated other comprehensive loss by component for the six months ended March 31, 2023 and March 25, 2022. (in thousands) Defined Benefit Currency Total Balance as of September 30, 2022 $ (16,795) $ (33,351) $ (50,146) Other comprehensive loss before reclassifications — 13,724 13,724 Amounts reclassified from accumulated other 263 — 263 Net current period other comprehensive income (loss) 263 13,724 13,987 Balance as of March 31, 2023 $ (16,532) $ (19,627) $ (36,159) (in thousands) Defined Benefit Currency Total Balance as of September 30, 2021 $ (19,318) $ (9,408) $ (28,726) Other comprehensive income before reclassifications — (4,012) (4,012) Amounts reclassified from accumulated other 250 — 250 Net current period other comprehensive income 250 (4,012) (3,762) Balance as of March 25, 2022 $ (19,068) $ (13,420) $ (32,488) |
INVENTORIES, NET
INVENTORIES, NET | 6 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | 9. INVENTORIES, NET A majority of the Company ’ s inventories are recorded at the lower of cost (primarily last in, first out, or “ LIFO ” ) or market or net realizable value, as applicable. Approximately 81% and 82% of the Company ’ s inventories were valued at the lower of LIFO cost or market at March 31, 2023 and September 30, 2022, respectively. Interim LIFO determinations, including those at March 31, 2023, are based on management ’ s estimates of future inventory levels and costs for the remainder of the current fiscal year. (in thousands) March 31, 2023 September 30, 2022 Purchased materials and manufactured parts, net $ 144,945 $ 166,038 Work in process, net 48,966 61,182 Finished goods, net 222,139 227,291 Inventories, net $ 416,050 $ 454,511 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 6 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 10. PROPERTY, PLANT AND EQUIPMENT As of March 31, 2023, and September 30, 2022, property, plant and equipment and accumulated depreciation were as follows: (in thousands) March 31, 2023 September 30, 2022 Land $ 26,950 $ 22,113 Buildings and related improvements 176,252 172,633 Machinery and equipment 446,075 427,460 Leasehold improvements 15,067 10,512 Software 41,693 36,884 Construction in progress 145,554 99,491 Property, plant and equipment, at cost 851,591 769,093 Accumulated depreciation (408,300) (378,873) Property, plant and equipment, net $ 443,291 $ 390,220 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 11. GOODWILL AND INTANGIBLE ASSETS Changes in the carrying amount of goodwill are as follows: (in thousands) Electrical Safety & Infrastructure Total Balance as of September 30, 2022 $ 236,708 $ 52,622 $ 289,330 Goodwill acquired during year 18,604 14 18,618 Impairment (1,771) — (1,771) Exchange rate effects 4,437 72 4,509 Balance as of March 31, 2023 $ 257,978 $ 52,708 $ 310,686 Goodwill balances as of March 31, 2023 included $5,695 and $43,000 of accumulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively. As described in Note 5, “Other (Income) and Expense, net”, the Company is finalizing plans to exit operations in Russia and expects to sell the related business at a loss. The Company recognized an impairment of $3,658, which includes $1,771 of impaired goodwill that was allocated from the reporting unit on a relative fair value basis. The Company assesses the recoverability of goodwill and indefinite-lived trade names on an annual basis in accordance with ASC 350, “ Intangibles - Goodwill and Other. ” The measurement date is the first day of the fourth fiscal quarter, or more frequently, if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit or the respective indefinite-lived trade name is less than the carrying value. The following table provides the gross carrying value, accumulated amortization and net carrying value for each major class of intangible asset: March 31, 2023 September 30, 2022 (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 $ 597,410 $ (291,104) $ 306,306 $ 532,768 $ (267,940) $ 264,828 Other 8 43,781 (17,988) 25,793 35,681 (10,602) 25,079 Total 641,191 (309,092) 332,099 568,449 (278,542) 289,907 Indefinite-lived intangible assets: Trade names 92,811 — 92,811 92,799 — 92,799 Total $ 734,002 $ (309,092) $ 424,910 $ 661,248 $ (278,542) $ 382,706 Other intangible assets consist of definite-lived trade names, technology, non-compete agreements and backlogs. Amortization expense for the three months ended March 31, 2023 and March 25, 2022 was $14,790 and $8,701, respectively. Amortization expense for the six months ended March 31, 2023 and March 25, 2022 was $27,586 and $16,930, respectively. Expected amortization expense for intangible assets for the remainder of fiscal 2023 and over the next five years and thereafter is as follows: (in thousands) Remaining 2023 $ 30,130 2024 54,502 2025 43,427 2026 40,825 2027 39,689 2028 29,459 Thereafter 94,067 Actual amounts of amortization may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets and other events. |
DEBT
DEBT | 6 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | 12. DEBT Debt as of March 31, 2023 and September 30, 2022 was as follows: (in thousands) March 31, 2023 September 30, 2022 Senior Secured Term Loan Facility due May 26, 2028 $ 371,524 $ 371,381 Senior Notes due June 2031 400,000 400,000 Deferred financing costs (9,912) (10,844) Long-term debt $ 761,612 $ 760,537 The asset-based credit facility (the “ ABL Credit Facility ” ) has aggregate commitments of $325,000. AII is the borrower under the ABL Credit Facility which is guaranteed by the Company and all other subsidiaries of the Company (other than AII) that are guarantors of the Senior Notes. AII ’ s availability under the ABL Credit Facility was $322,406 as of March 31, 2023 and $312,905 as of September 30, 2022. New Senior Secured Term Loan Facility - On May 26, 2021, the Company entered into a new $400.0 million senior secured term loan facility (the “New Senior Secured Term Loan Facility”). The New Senior Secured Term Loan Facility will mature on May 26, 2028 and borrowings thereunder initially bearing interest at the rate of either (x) the London Inter-Bank Offered Rate (“LIBOR”) (with a floor of 0.50%) plus 2.00%, or (y) an alternate base rate (with a floor of 1.50%) plus 1.00%. The New Senior Secured Term Loan Facility has an annual amortization rate of 1.00%. On March 15, 2023, the Company entered into an amendment to the New Senior Secured Term Loan Facility to implement a forward-looking interest rate based on the Secured Overnight Financing Rate (“SOFR”) in lieu of LIBOR, consisting of an applicable margin of 2.00% and a credit spread adjustment of (i) 0.11448% for a one-month interest period, (ii) 0.26161% for a three-month interest period and (iii) 0.42826% for a six-month interest period. ABL Credit Facility — On August 28 2020, AII amended the ABL Credit Facility (the “Amended ABL Credit Facility”). The amendment, among other things, extended the maturity of the facility to August 28, 2023, and increased 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 1.75% to 2.25%, or (y) an alternate base rate plus an applicable margin ranging from 0.75% to 1.25%, each based on available loan commitments or (ii) in the case of Canadian dollar-denominated loans, either (x) the BA rate plus an applicable margin ranging from 1.75% to 2.25% or (y) a Canadian prime rate plus an applicable margin ranging from 0.75% to 1.25%, each based on available loan commitments. The Amended ABL Credit Facility bears a commitment fee, payable quarterly in arrears, of 0.375% per annum. The Amended ABL Credit Facility also bears customary letter of credit fees. The revisions to the ABL Credit Facility were accounted for as a debt extinguishment, resulting in immediate expensing of unamortized financing costs of $273 for the year ended September 30, 2020. On May 26, 2021, the Company entered into an amendment to the Amended ABL Credit Facility. The amendment (i) extends the maturity of the facility to the earlier of five years from entering into the amendment or 91 days prior to the maturity date of the New Senior Secured Term Loan Facility if at least $100.0 million of obligations remain outstanding under the New Senior Secured Term Loan Facility on such date (ii) decreases the interest rate margins applicable to loans under the facility to (a) in the case of United States dollar-denominated loans, either (x) LIBOR plus an applicable margin ranging from 1.25% to 1.75%, or (y) an alternate base rate plus an applicable margin ranging from 0.25% to 0.75% or (b) in the case of Canadian dollar-denominated loans, either (x) the bankers acceptance rate plus an applicable margin ranging from 1.25% to 1.75% or (y) a Canadian prime rate plus an applicable margin ranging from 0.25% to 0.75%. (iii) decreases the fee payable with respect to unutilized availability under the facility from 0.375% to 0.30%, and depending on the remaining availability under the Amended ABL Credit Facility the rate may decrease to 0.25% and (iv) made certain other changes agreed upon by the lenders under the Amended ABL Credit Facility. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 13. FAIR VALUE MEASUREMENTS Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company periodically uses forward currency contracts to hedge the effects of foreign exchange relating to intercompany balances denominated in a foreign currency. These derivative instruments are not formally designated as a hedge by the Company. Short-term forward currency contracts are recorded in either other current assets or other current liabilities and long-term forward currency contracts are recorded in either other long-term assets or other long-term liabilities in the condensed consolidated balance sheet. The fair value gains and losses are included in other (income) and expense, net within the condensed consolidated statements of operations. See Note 5, “Other (Income) and Expense, net” for further detail. Cash flows associated with derivative financial instruments are recognized in the operating section of the condensed consolidated statements of cash flows. The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The Company had no active forward currency contracts or other derivative instruments as of March 31, 2023 or September 30, 2022, with the last such contract having expired in the third quarter of fiscal 2022. The following table presents the Company ’ s assets and liabilities measured at fair value: March 31, 2023 September 30, 2022 (in thousands) Level 1 Level 2 Level 1 Level 2 Assets Cash equivalents $ 260,644 $ — $ 291,757 $ — 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 condensed consolidated balance sheets were as follows: March 31, 2023 September 30, 2022 (in thousands) Carrying Value Fair Value Carrying Value Fair Value Senior Secured Term Loan Facility due May 26, 2028 $ 373,000 $ 374,399 $ 373,000 $ 370,203 Senior Notes due June 2031 400,000 355,748 400,000 318,912 Total Debt $ 773,000 $ 730,147 $ 773,000 $ 689,115 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES The Company has obligations related to commitments to purchase certain goods. As of March 31, 2023, such obligations were $243,801 for the rest of fiscal year 2023 and $10,463 for fiscal year 2024 and beyond. These amounts represent open purchase orders for materials used in production. Insurable Liabilities — The Company maintains policies with various insurance companies for its workers’ compensation, product, property, general, auto, and executive liability risks. The insurance policies that the Company maintains have various retention levels and excess coverage limits. The establishment and update of liabilities for unpaid claims, including claims incurred but not reported, is based on management's estimate as a result of the assessment by the Company's claim administrator of each claim and an independent actuarial valuation of the nature and severity of total claims. The Company utilizes a third-party claims administrator to pay claims, track and evaluate actual claims experience, and ensure consistency in the data used in the actuarial valuation. Legal Contingencies — Historically, a number of lawsuits have been filed against the Company and the Company has also received other claim demand letters alleging that the Company's anti-microbial coated steel sprinkler pipe, which the Company has not manufactured or sold for several years, is incompatible with chlorinated polyvinyl chloride and caused stress cracking in such pipe manufactured by third parties when installed together in the same sprinkler system, which the Company refers to collectively as the “Special Products Claims.” Tyco International Ltd. (“Tyco”), now Johnson Controls, Inc. (“JCI”), has a contractual obligation to indemnify the Company in respect of all remaining and future claims of incompatibility between the Company's antimicrobial coated steel sprinkler pipe and CPVC pipe used in the same sprinkler system. When Special Products Claims arise, JCI has defended and indemnified the Company as required. As of the date of this filing, no Special Product Claims are currently pending against the Company as JCI has resolved all claims at their sole cost and expense. Accordingly, 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 remaining contingencies for Special Products Claims and other product liabilities. In addition to the matters discussed above, from time to time, the Company is subject to a number of disputes, administrative proceedings and other claims arising out of the ordinary conduct of the Company ’ s business. These matters generally relate to disputes arising out of the use or installation of the Company ’ s products, product liability litigation, contract disputes, patent infringement accusations, employment matters, personal injury claims and similar matters. On the basis of information currently available to the Company, it does not believe that existing proceedings and claims will have a material adverse effect on its business, financial condition, results of operations or cash flows. However, litigation is unpredictable, and the Company could incur judgments or enter into settlements for current or future claims that could adversely affect its business, financial condition, results of operations or cash flows. |
GUARANTEES
GUARANTEES | 6 Months Ended |
Mar. 31, 2023 | |
Guarantees [Abstract] | |
GUARANTEES | 15. GUARANTEES The Company had outstanding letters of credit totaling $2,594 supporting workers ’ compensation and general liability insurance policies as of March 31, 2023. The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $26,394 as of March 31, 2023. 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. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 16. SEGMENT INFORMATION The Electrical segment manufactures high quality products used in the construction of electrical power systems including conduit, cable and installation accessories. This segment serves contractors in partnership with the electrical wholesale channel. The Safety & Infrastructure segment designs and manufactures solutions including metal framing, mechanical pipe, perimeter security and cable management for the protection and reliability of critical infrastructure. These solutions are marketed to contractors, original equipment manufacturers and end users. Both segments use Adjusted EBITDA as the primary measure of profit and loss. Segment Adjusted EBITDA is income (loss) before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, interest expense, net, stock-based compensation, loss on extinguishment of debt, certain legal matters, and other items, such as inventory reserves and adjustments, (gain) loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax positions, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, gain on purchase of business, loss on assets held for sale, restructuring costs and transaction costs. Intersegment transactions primarily consist of product sales at designated transfer prices on an arm ’ s-length basis. Gross profit earned and reported within the segment is eliminated in the Company ’ s consolidated results. Certain manufacturing and distribution expenses are allocated between the segments on a pro rata basis due to the shared nature of activities. Recorded amounts represent a proportional amount of the quantity of product produced for each segment. Certain assets, such as machinery and equipment and facilities, are not allocated to each segment despite serving both segments. These shared assets are reported within the Safety & Infrastructure segment. The Company allocates certain corporate operating expenses that directly benefit our operating segments, such as insurance and information technology, on a basis that reasonably approximates an estimate of the use of these services. Three months ended March 31, 2023 March 25, 2022 (in thousands) External Net Sales Intersegment Sales Adjusted EBITDA External Net Sales Intersegment Sales Adjusted EBITDA Electrical $ 680,955 $ 10 $ 256,883 $ 758,347 $ 1,530 $ 330,970 Safety & Infrastructure 214,979 75 33,194 224,226 59 28,917 Eliminations — (85) — (1,589) Consolidated operations $ 895,934 $ — $ 982,573 $ — Six months ended March 31, 2023 March 25, 2022 (in thousands) External Net Sales Intersegment Sales Adjusted EBITDA External Net Sales Intersegment Sales Adjusted EBITDA Electrical $ 1,319,660 $ 10 $ 500,720 $ 1,398,691 $ 2,869 $ 610,517 Safety & Infrastructure 410,095 218 66,597 424,683 112 56,349 Eliminations — (228) — (2,981) Consolidated operations $ 1,729,755 $ — $ 1,823,374 $ — Presented below is a reconciliation of operating Segment Adjusted EBITDA to Income before income taxes: Three months ended Six months ended (in thousands) March 31, 2023 March 25, 2022 March 31, 2023 March 25, 2022 Operating segment Adjusted EBITDA Electrical $ 256,883 $ 330,970 $ 500,720 $ 610,517 Safety & Infrastructure 33,194 28,917 66,597 56,349 Total $ 290,077 $ 359,887 $ 567,317 $ 666,866 Unallocated expenses (a) (14,036) (13,721) (27,431) (27,690) Depreciation and amortization (28,598) (19,994) (54,566) (40,040) Interest expense, net (8,475) (7,514) (17,963) (14,432) Stock-based compensation (6,863) (6,128) (12,133) (9,555) Other (b) (4,547) (440) (5,615) (1,241) Income before income taxes $ 227,558 $ 312,090 $ 449,609 $ 573,908 (a) Represents unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, human resources, information technology, business development and communications, as well as certain costs and earnings of employee-related benefits plans, such as stock-based compensation and a portion of self-insured medical costs. (b) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, release of indemnified uncertain tax positions, gain on purchase of business. loss on assets held for sale, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, and restructuring charges. The Company ’ s net sales by geography were as follows for the three months ended and the six months ended March 31, 2023 and March 25, 2022: Three months ended Six months ended (in thousands) March 31, 2023 March 25, 2022 March 31, 2023 March 25, 2022 United States $ 799,562 $ 895,585 $ 1,549,649 $ 1,652,983 Other Americas 23,063 24,649 43,617 47,136 Europe 61,789 52,709 113,819 103,162 Asia-Pacific 11,520 9,630 22,670 20,093 Total $ 895,934 $ 982,573 $ 1,729,755 $ 1,823,374 The table below shows the amount of net sales from external customers for each of the Company ’ s product categories which accounted for 10% or more of consolidated net sales in either period for the three months ended and the six months ended March 31, 2023 and March 25, 2022: Three months ended Six months ended (in thousands) March 31, 2023 March 25, 2022 March 31, 2023 March 25, 2022 Metal Electrical Conduit and Fittings $ 128,322 $ 153,049 $ 239,480 $ 302,925 Electrical Cable & Flexible Conduit 129,785 137,244 253,511 252,939 Plastic Pipe and Conduit 323,139 374,775 639,304 663,764 Other Electrical products 99,709 93,279 187,365 179,063 Electrical 680,955 758,347 1,319,660 1,398,691 Mechanical Pipe 98,727 112,818 177,501 224,061 Other Safety & Infrastructure products 116,252 111,408 232,594 200,622 Safety & Infrastructure 214,979 224,226 410,095 424,683 Net sales $ 895,934 $ 982,573 $ 1,729,755 $ 1,823,374 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS Subsequent to quarter end, the Company has repurchased 0.8 million shares at a cost of $102.5 million as of May 9, 2023. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation — The accompanying unaudited condensed consolidated financial statements of the Company included herein have been prepared in accordance with accounting principles generally accepted in the United States of America ( “ GAAP ” ). These unaudited condensed consolidated financial statements have been prepared in accordance with the Company ’ s accounting policies and on the same basis as those financial statements included in the Company ’ s latest Annual Report on Form 10-K for the year ended September 30, 2022, filed with the U.S. Securities and Exchange Commission (the “ SEC ” ) on November 18, 2022, and should be read in conjunction with those consolidated financial statements and the notes thereto. Certain information and disclosures normally included in the Company ’ s annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The unaudited condensed consolidated financial statements include the assets and liabilities used in operating the Company ’ s business. All intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired or disposed of are included in the unaudited condensed consolidated financial statements from the effective date of acquisition or up to the date of disposal. These statements include all adjustments (consisting of normal recurring adjustments) that the Company considered necessary to present a fair statement of its results of operations, financial position and cash flows. The results reported in these unaudited condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. |
Fiscal Periods | Fiscal Periods — The Company has a fiscal year that ends on September 30. The Company ’ s fiscal quarters typically end on the last Friday in December, March and June as it follows a 4-5-4 calendar. |
Use of Estimates | Use of Estimates — The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclose contingent assets and liabilities at the date of the condensed consolidated financial statements and report the associated amounts of revenues and expenses. Actual results could differ materially from these estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Atkore has not adopted any accounting standards in the current fiscal year. There are no accounting standards with adoption dates in the next fiscal year that are applicable to the Company. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified 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 for fiscal 2022: (in thousands) United Poly Other Total Fair value of consideration transferred: Cash consideration $ 227,420 $ 93,044 $ 320,464 Purchase price payable — 12,628 12,628 Working Capital Adjustment — 668 668 Total consideration transferred $ 227,420 $ 106,340 $ 333,760 Fair value of assets acquired and liabilities assumed: Cash 11,514 126 11,640 Accounts receivable 23,679 9,291 32,970 Inventories 13,455 8,111 21,566 Intangible assets 128,840 54,330 183,170 Fixed assets 13,648 8,533 22,181 Accounts payable (11,940) (5,086) (17,026) Income taxes (15,542) (2,075) (17,617) Other (1,740) 245 (1,495) Net assets acquired 161,914 73,475 235,389 Excess purchase price attributed to goodwill acquired $ 65,506 $ 32,865 $ 98,371 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the fair value of intangible assets as of the acquisition date: United Poly Other (in thousands) Fair Value Weighted Average Useful Life (Years) Fair Value Weighted Average Useful Life (Years) Customer relationships $ 111,700 11 $ 50,020 9 Other 17,140 8 4,310 8 Total intangible assets $ 128,840 $ 54,330 |
POSTRETIREMENT BENEFITS (Tables
POSTRETIREMENT BENEFITS (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Net Periodic Benefit Cost | The net periodic benefit credit was as follows: Three months ended Six months ended (in thousands) Note March 31, 2023 March 25, 2022 March 31, 2023 March 25, 2022 Interest cost $ 1,294 $ 739 $ 2,588 $ 1,478 Expected return on plan assets (1,257) (1,348) (2,514) (2,696) Amortization of actuarial loss 167 158 333 316 Net periodic benefit cost (credit) 5 $ 204 $ (451) $ 407 $ (902) |
OTHER (INCOME) AND EXPENSE, N_2
OTHER (INCOME) AND EXPENSE, NET (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other (Income) and Expense, Net | Other (income) and expense, net consisted of the following: Three months ended Six months ended (in thousands) March 31, 2023 March 25, 2022 March 31, 2023 March 25, 2022 Undesignated foreign currency derivative instruments $ — $ (634) $ — $ (810) Loss on assets held for sale 3,658 — 3,658 — Foreign exchange loss (gain) on intercompany loans (4) 278 (166) 597 Pension-related benefits 204 (451) 407 (902) Other (income) and expense, net $ 3,858 $ (807) $ 3,899 $ (1,115) The Company recognized an impairment of $3,658 on assets related to the Company’s operations in Russia. As of March 31, 2023, the Company is finalizing plans to exit its operations in Russia and expects to sell the related business at a loss, which resulted in the impairment charge taken during the quarter. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income Per Share | The following table sets forth the computation of basic and diluted earnings per share: Three months ended Six months ended (in thousands, except per share data) March 31, 2023 March 25, 2022 March 31, 2023 March 25, 2022 Numerator: Net income $ 174,194 $ 233,477 $ 347,686 $ 438,320 Less: Undistributed earnings allocated to participating securities 2,819 3,577 5,377 7,256 Net income available to common shareholders $ 171,375 $ 229,900 $ 342,309 $ 431,064 Denominator: Basic weighted average common shares outstanding 39,212 44,700 39,648 45,318 Effect of dilutive securities: Non-participating employee stock options (1) 537 580 534 588 Diluted weighted average common shares outstanding 39,749 45,280 40,182 45,906 Basic earnings per share $ 4.37 $ 5.14 $ 8.63 $ 9.51 Diluted earnings per share $ 4.31 $ 5.08 $ 8.52 $ 9.39 (1) Stock options to purchase shares of common stock that would have been anti-dilutive are not included in the calculation. There were no anti-dilutive options outstanding during the three months ended March 31, 2023 and March 25, 2022. Additionally, there were no anti-dilutive options outstanding during the six months ended March 31, 2023 and March 25, 2022, respectively. |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following tables present the changes in accumulated other comprehensive loss by component for the three months ended March 31, 2023 and March 25, 2022. (in thousands) Defined Benefit Currency Total Balance as of December 30, 2022 $ (16,733) $ (22,089) $ (38,822) Other comprehensive loss before reclassifications — 2,462 2,462 Amounts reclassified from accumulated other 201 — 201 Net current period other comprehensive income (loss) 201 2,462 2,663 Balance as of March 31, 2023 $ (16,532) $ (19,627) $ (36,159) (in thousands) Defined Benefit Currency Total Balance as of December 24, 2021 $ (19,193) $ (10,866) $ (30,059) Other comprehensive income before reclassifications — (2,554) (2,554) Amounts reclassified from accumulated other 125 — 125 Net current period other comprehensive income 125 (2,554) (2,429) Balance as of March 25, 2022 $ (19,068) $ (13,420) $ (32,488) The following tables present the changes in accumulated other comprehensive loss by component for the six months ended March 31, 2023 and March 25, 2022. (in thousands) Defined Benefit Currency Total Balance as of September 30, 2022 $ (16,795) $ (33,351) $ (50,146) Other comprehensive loss before reclassifications — 13,724 13,724 Amounts reclassified from accumulated other 263 — 263 Net current period other comprehensive income (loss) 263 13,724 13,987 Balance as of March 31, 2023 $ (16,532) $ (19,627) $ (36,159) (in thousands) Defined Benefit Currency Total Balance as of September 30, 2021 $ (19,318) $ (9,408) $ (28,726) Other comprehensive income before reclassifications — (4,012) (4,012) Amounts reclassified from accumulated other 250 — 250 Net current period other comprehensive income 250 (4,012) (3,762) Balance as of March 25, 2022 $ (19,068) $ (13,420) $ (32,488) |
INVENTORIES, NET (Tables)
INVENTORIES, NET (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | (in thousands) March 31, 2023 September 30, 2022 Purchased materials and manufactured parts, net $ 144,945 $ 166,038 Work in process, net 48,966 61,182 Finished goods, net 222,139 227,291 Inventories, net $ 416,050 $ 454,511 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | As of March 31, 2023, and September 30, 2022, property, plant and equipment and accumulated depreciation were as follows: (in thousands) March 31, 2023 September 30, 2022 Land $ 26,950 $ 22,113 Buildings and related improvements 176,252 172,633 Machinery and equipment 446,075 427,460 Leasehold improvements 15,067 10,512 Software 41,693 36,884 Construction in progress 145,554 99,491 Property, plant and equipment, at cost 851,591 769,093 Accumulated depreciation (408,300) (378,873) Property, plant and equipment, net $ 443,291 $ 390,220 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill are as follows: (in thousands) Electrical Safety & Infrastructure Total Balance as of September 30, 2022 $ 236,708 $ 52,622 $ 289,330 Goodwill acquired during year 18,604 14 18,618 Impairment (1,771) — (1,771) Exchange rate effects 4,437 72 4,509 Balance as of March 31, 2023 $ 257,978 $ 52,708 $ 310,686 |
Schedule 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 asset: March 31, 2023 September 30, 2022 (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 $ 597,410 $ (291,104) $ 306,306 $ 532,768 $ (267,940) $ 264,828 Other 8 43,781 (17,988) 25,793 35,681 (10,602) 25,079 Total 641,191 (309,092) 332,099 568,449 (278,542) 289,907 Indefinite-lived intangible assets: Trade names 92,811 — 92,811 92,799 — 92,799 Total $ 734,002 $ (309,092) $ 424,910 $ 661,248 $ (278,542) $ 382,706 |
Schedule 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 asset: March 31, 2023 September 30, 2022 (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 $ 597,410 $ (291,104) $ 306,306 $ 532,768 $ (267,940) $ 264,828 Other 8 43,781 (17,988) 25,793 35,681 (10,602) 25,079 Total 641,191 (309,092) 332,099 568,449 (278,542) 289,907 Indefinite-lived intangible assets: Trade names 92,811 — 92,811 92,799 — 92,799 Total $ 734,002 $ (309,092) $ 424,910 $ 661,248 $ (278,542) $ 382,706 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Expected amortization expense for intangible assets for the remainder of fiscal 2023 and over the next five years and thereafter is as follows: (in thousands) Remaining 2023 $ 30,130 2024 54,502 2025 43,427 2026 40,825 2027 39,689 2028 29,459 Thereafter 94,067 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt as of March 31, 2023 and September 30, 2022 was as follows: (in thousands) March 31, 2023 September 30, 2022 Senior Secured Term Loan Facility due May 26, 2028 $ 371,524 $ 371,381 Senior Notes due June 2031 400,000 400,000 Deferred financing costs (9,912) (10,844) Long-term debt $ 761,612 $ 760,537 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | The following table presents the Company ’ s assets and liabilities measured at fair value: March 31, 2023 September 30, 2022 (in thousands) Level 1 Level 2 Level 1 Level 2 Assets Cash equivalents $ 260,644 $ — $ 291,757 $ — |
Schedule of Estimated Fair Value of Financial Instruments Not Carried at Fair Value | The estimated fair value of financial instruments not carried at fair value in the condensed consolidated balance sheets were as follows: March 31, 2023 September 30, 2022 (in thousands) Carrying Value Fair Value Carrying Value Fair Value Senior Secured Term Loan Facility due May 26, 2028 $ 373,000 $ 374,399 $ 373,000 $ 370,203 Senior Notes due June 2031 400,000 355,748 400,000 318,912 Total Debt $ 773,000 $ 730,147 $ 773,000 $ 689,115 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Three months ended March 31, 2023 March 25, 2022 (in thousands) External Net Sales Intersegment Sales Adjusted EBITDA External Net Sales Intersegment Sales Adjusted EBITDA Electrical $ 680,955 $ 10 $ 256,883 $ 758,347 $ 1,530 $ 330,970 Safety & Infrastructure 214,979 75 33,194 224,226 59 28,917 Eliminations — (85) — (1,589) Consolidated operations $ 895,934 $ — $ 982,573 $ — Six months ended March 31, 2023 March 25, 2022 (in thousands) External Net Sales Intersegment Sales Adjusted EBITDA External Net Sales Intersegment Sales Adjusted EBITDA Electrical $ 1,319,660 $ 10 $ 500,720 $ 1,398,691 $ 2,869 $ 610,517 Safety & Infrastructure 410,095 218 66,597 424,683 112 56,349 Eliminations — (228) — (2,981) Consolidated operations $ 1,729,755 $ — $ 1,823,374 $ — Presented below is a reconciliation of operating Segment Adjusted EBITDA to Income before income taxes: Three months ended Six months ended (in thousands) March 31, 2023 March 25, 2022 March 31, 2023 March 25, 2022 Operating segment Adjusted EBITDA Electrical $ 256,883 $ 330,970 $ 500,720 $ 610,517 Safety & Infrastructure 33,194 28,917 66,597 56,349 Total $ 290,077 $ 359,887 $ 567,317 $ 666,866 Unallocated expenses (a) (14,036) (13,721) (27,431) (27,690) Depreciation and amortization (28,598) (19,994) (54,566) (40,040) Interest expense, net (8,475) (7,514) (17,963) (14,432) Stock-based compensation (6,863) (6,128) (12,133) (9,555) Other (b) (4,547) (440) (5,615) (1,241) Income before income taxes $ 227,558 $ 312,090 $ 449,609 $ 573,908 (a) Represents unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, human resources, information technology, business development and communications, as well as certain costs and earnings of employee-related benefits plans, such as stock-based compensation and a portion of self-insured medical costs. (b) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, release of indemnified uncertain tax positions, gain on purchase of business. loss on assets held for sale, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, and restructuring charges. The Company ’ s net sales by geography were as follows for the three months ended and the six months ended March 31, 2023 and March 25, 2022: Three months ended Six months ended (in thousands) March 31, 2023 March 25, 2022 March 31, 2023 March 25, 2022 United States $ 799,562 $ 895,585 $ 1,549,649 $ 1,652,983 Other Americas 23,063 24,649 43,617 47,136 Europe 61,789 52,709 113,819 103,162 Asia-Pacific 11,520 9,630 22,670 20,093 Total $ 895,934 $ 982,573 $ 1,729,755 $ 1,823,374 The table below shows the amount of net sales from external customers for each of the Company ’ s product categories which accounted for 10% or more of consolidated net sales in either period for the three months ended and the six months ended March 31, 2023 and March 25, 2022: Three months ended Six months ended (in thousands) March 31, 2023 March 25, 2022 March 31, 2023 March 25, 2022 Metal Electrical Conduit and Fittings $ 128,322 $ 153,049 $ 239,480 $ 302,925 Electrical Cable & Flexible Conduit 129,785 137,244 253,511 252,939 Plastic Pipe and Conduit 323,139 374,775 639,304 663,764 Other Electrical products 99,709 93,279 187,365 179,063 Electrical 680,955 758,347 1,319,660 1,398,691 Mechanical Pipe 98,727 112,818 177,501 224,061 Other Safety & Infrastructure products 116,252 111,408 232,594 200,622 Safety & Infrastructure 214,979 224,226 410,095 424,683 Net sales $ 895,934 $ 982,573 $ 1,729,755 $ 1,823,374 |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Mar. 31, 2023 USD ($) performanceObligation | Mar. 31, 2023 USD ($) performanceObligation | |
Revenue from Contract with Customer [Abstract] | ||
Reduction of revenue | $ 4,349 | $ 4,349 |
Reduction of cost of sales | 6,010 | 6,010 |
Liability for credits to be transferred | 6,209 | 6,209 |
Benefit receivable | $ 7,870 | $ 7,870 |
Disaggregation of Revenue [Line Items] | ||
Number of performance obligations | performanceObligation | 2 | 2 |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Period of payment received from related performance obligation satisfied | 30 days | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Period of payment received from related performance obligation satisfied | 60 days | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | 1 year |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Nov. 07, 2022 USD ($) | Aug. 31, 2022 USD ($) acquiree | Jun. 22, 2022 USD ($) | May 19, 2022 USD ($) | Dec. 21, 2021 USD ($) | Dec. 20, 2021 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | |||||||||
Working capital true up payment | $ 668 | ||||||||
Goodwill | $ 310,686 | $ 310,686 | $ 289,330 | ||||||
Business acquisition, goodwill deductible for tax purposes | 31,100 | ||||||||
Selling, General and Administrative Expenses | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition-related expenses | $ 257 | 3,424 | |||||||
Elite Polymer Solutions | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price of business acquisition | $ 90,230 | ||||||||
Payments to acquire business | 75,981 | ||||||||
Purchase price payable | 14,000 | ||||||||
Working capital true up payment | 249 | ||||||||
Goodwill | 18,604 | ||||||||
Identifiable intangible assets acquired | 68,480 | ||||||||
Working capital and other net tangible assets acquired | 3,146 | ||||||||
Elite Polymer Solutions | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Identifiable intangible assets acquired | $ 68,200 | ||||||||
Weighted Average Useful Life (Years) | 8 years | ||||||||
Cascade and Northwest Polymers | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price of business acquisition | $ 62,100 | ||||||||
Payments to acquire business | 52,738 | $ 3,111 | |||||||
Purchase price payable | $ 9,362 | ||||||||
Business combination, number of acquiree | acquiree | 2 | ||||||||
Business acquisition, goodwill deductible for tax purposes | 19,400 | ||||||||
United Poly | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price of business acquisition | 227,420 | ||||||||
Payments to acquire business | 227,420 | ||||||||
Purchase price payable | 0 | ||||||||
Working capital true up payment | 0 | ||||||||
Goodwill | $ 65,506 | ||||||||
Business acquisition, goodwill deductible for tax purposes | $ 11,700 | ||||||||
United Poly | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted Average Useful Life (Years) | 11 years | ||||||||
Talon | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price of business acquisition | $ 4,193 | ||||||||
Purchase price payable | $ 402 | ||||||||
Four Star | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price of business acquisition | $ 23,195 | ||||||||
Sasco | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price of business acquisition | $ 16,184 | ||||||||
Payments to acquire business | 13,320 | ||||||||
Purchase price payable | $ 2,864 |
ACQUISITIONS - Summary of Level
ACQUISITIONS - Summary of Level 3 Fair Values Assigned to Net Assets Acquired and Liabilities Assumed As of Acquisition Date (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 22, 2022 | Sep. 30, 2022 | Mar. 31, 2023 | |
Fair value of consideration transferred: | |||
Working Capital Adjustment | $ 668 | ||
Fair value of assets acquired and liabilities assumed: | |||
Excess purchase price attributed to goodwill acquired | $ 289,330 | $ 310,686 | |
Fiscal 2022 Acquisitions | |||
Fair value of consideration transferred: | |||
Cash consideration | 320,464 | ||
Purchase price payable | 12,628 | ||
Total consideration transferred | 333,760 | ||
Fair value of assets acquired and liabilities assumed: | |||
Cash | 11,640 | ||
Accounts receivable | 32,970 | ||
Inventories | 21,566 | ||
Intangible assets | 183,170 | ||
Fixed assets | 22,181 | ||
Accounts payable | (17,026) | ||
Income taxes | (17,617) | ||
Other | (1,495) | ||
Net assets acquired | 235,389 | ||
Excess purchase price attributed to goodwill acquired | 98,371 | ||
United Poly | |||
Fair value of consideration transferred: | |||
Cash consideration | 227,420 | ||
Purchase price payable | 0 | ||
Working Capital Adjustment | 0 | ||
Total consideration transferred | 227,420 | ||
Fair value of assets acquired and liabilities assumed: | |||
Cash | 11,514 | ||
Accounts receivable | 23,679 | ||
Inventories | 13,455 | ||
Intangible assets | 128,840 | ||
Fixed assets | 13,648 | ||
Accounts payable | (11,940) | ||
Income taxes | (15,542) | ||
Other | (1,740) | ||
Net assets acquired | 161,914 | ||
Excess purchase price attributed to goodwill acquired | 65,506 | ||
Other | |||
Fair value of consideration transferred: | |||
Cash consideration | 93,044 | ||
Purchase price payable | 12,628 | ||
Working Capital Adjustment | 668 | ||
Total consideration transferred | 106,340 | ||
Fair value of assets acquired and liabilities assumed: | |||
Cash | 126 | ||
Accounts receivable | 9,291 | ||
Inventories | 8,111 | ||
Intangible assets | $ 54,330 | 54,330 | |
Fixed assets | 8,533 | ||
Accounts payable | (5,086) | ||
Income taxes | (2,075) | ||
Other | 245 | ||
Net assets acquired | 73,475 | ||
Excess purchase price attributed to goodwill acquired | $ 32,865 |
ACQUISITIONS - Summary of Fair
ACQUISITIONS - Summary of Fair Value as of Acquisition Date (Details) - USD ($) $ in Thousands | Jun. 22, 2022 | Sep. 30, 2022 |
United Poly | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 128,840 | |
United Poly | Customer relationships | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 111,700 | |
Weighted Average Useful Life (Years) | 11 years | |
United Poly | Other | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 17,140 | |
Weighted Average Useful Life (Years) | 8 years | |
Other | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 54,330 | $ 54,330 |
Other | Customer relationships | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 50,020 | |
Weighted Average Useful Life (Years) | 9 years | |
Other | Other | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 4,310 | |
Weighted Average Useful Life (Years) | 8 years |
POSTRETIREMENT BENEFITS - Net P
POSTRETIREMENT BENEFITS - Net Periodic Benefit Cost (Details) - Pension Plan - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 25, 2022 | Mar. 31, 2023 | Mar. 25, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 1,294 | $ 739 | $ 2,588 | $ 1,478 |
Expected return on plan assets | (1,257) | (1,348) | (2,514) | (2,696) |
Amortization of actuarial loss | 167 | 158 | 333 | 316 |
Net periodic benefit cost (credit) | $ 204 | $ (451) | $ 407 | $ (902) |
OTHER (INCOME) AND EXPENSE, N_3
OTHER (INCOME) AND EXPENSE, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 25, 2022 | Mar. 31, 2023 | Mar. 25, 2022 | |
Other Income and Expenses [Abstract] | ||||
Undesignated foreign currency derivative instruments | $ 0 | $ (634) | $ 0 | $ (810) |
Loss on assets held for sale | 3,658 | 0 | 3,658 | 0 |
Foreign exchange loss (gain) on intercompany loans | (4) | 278 | (166) | 597 |
Pension-related benefits | 204 | (451) | 407 | (902) |
Other (income) and expense, net | $ 3,858 | $ (807) | $ 3,899 | $ (1,115) |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 25, 2022 | Mar. 31, 2023 | Mar. 25, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 23.50% | 25.20% | 22.70% | 23.60% |
Income tax expense | $ 53,364 | $ 78,613 | $ 101,923 | $ 135,588 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2023 | Dec. 30, 2022 | Mar. 25, 2022 | Dec. 24, 2021 | Mar. 31, 2023 | Mar. 25, 2022 | |
Numerator: | ||||||
Net income | $ 174,194 | $ 173,492 | $ 233,477 | $ 204,843 | $ 347,686 | $ 438,320 |
Less: Undistributed earnings allocated to participating securities | 2,819 | 3,577 | 5,377 | 7,256 | ||
Net income available to common shareholders | 171,375 | 229,900 | 342,309 | 431,064 | ||
Net income available to common shareholders | $ 171,375 | $ 229,900 | $ 342,309 | $ 431,064 | ||
Denominator: | ||||||
Basic weighted average common shares outstanding (in shares) | 39,212 | 44,700 | 39,648 | 45,318 | ||
Effect of dilutive securities: Non-participating employee stock options (in shares) | 537 | 580 | 534 | 588 | ||
Diluted weighted average common shares outstanding (in shares) | 39,749 | 45,280 | 40,182 | 45,906 | ||
Basic earnings per share (in dollars per share) | $ 4.37 | $ 5.14 | $ 8.63 | $ 9.51 | ||
Diluted earnings per share (in dollars per share) | $ 4.31 | $ 5.08 | $ 8.52 | $ 9.39 | ||
Stock Options | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 0 | 0 | 0 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2023 | Dec. 30, 2022 | Mar. 25, 2022 | Dec. 24, 2021 | Mar. 31, 2023 | Mar. 25, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Balance at beginning of period | $ 1,275,042 | $ 1,249,787 | $ 942,621 | $ 864,736 | $ 1,249,787 | $ 864,736 |
Other comprehensive income (loss) before reclassifications | 2,462 | (2,554) | 13,724 | (4,012) | ||
Amounts reclassified from accumulated other comprehensive income, net of tax | 201 | 125 | 263 | 250 | ||
Total other comprehensive (loss) income | 2,663 | 11,324 | (2,429) | (1,333) | 13,987 | (3,762) |
Balance at end of period | 1,338,795 | 1,275,042 | 1,023,274 | 942,621 | 1,338,795 | 1,023,274 |
Defined Benefit Pension Items | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Balance at beginning of period | (16,733) | (16,795) | (19,193) | (19,318) | (16,795) | (19,318) |
Other comprehensive income (loss) before reclassifications | 0 | 0 | 0 | 0 | ||
Amounts reclassified from accumulated other comprehensive income, net of tax | 201 | 125 | 263 | 250 | ||
Total other comprehensive (loss) income | 201 | 125 | 263 | 250 | ||
Balance at end of period | (16,532) | (16,733) | (19,068) | (19,193) | (16,532) | (19,068) |
Currency Translation Adjustments | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Balance at beginning of period | (22,089) | (33,351) | (10,866) | (9,408) | (33,351) | (9,408) |
Other comprehensive income (loss) before reclassifications | 2,462 | (2,554) | 13,724 | (4,012) | ||
Amounts reclassified from accumulated other comprehensive income, net of tax | 0 | 0 | 0 | 0 | ||
Total other comprehensive (loss) income | 2,462 | (2,554) | 13,724 | (4,012) | ||
Balance at end of period | (19,627) | (22,089) | (13,420) | (10,866) | (19,627) | (13,420) |
Accumulated Other Comprehensive Loss | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Balance at beginning of period | (38,822) | (50,146) | (30,059) | (28,726) | (50,146) | (28,726) |
Total other comprehensive (loss) income | 2,663 | 11,324 | (2,429) | (1,333) | ||
Balance at end of period | $ (36,159) | $ (38,822) | $ (32,488) | $ (30,059) | $ (36,159) | $ (32,488) |
INVENTORIES, NET - Narrative (D
INVENTORIES, NET - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Inventory Disclosure [Abstract] | ||
Inventories at lower of LIFO cost or market | 81% | 82% |
FIFO inventory, higher than reported | $ 20,883 | $ 64,550 |
Excess and obsolete inventory reserve | $ 21,070 | $ 18,996 |
INVENTORIES, NET - Schedule of
INVENTORIES, NET - Schedule of Company Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Inventory Disclosure [Abstract] | ||
Purchased materials and manufactured parts, net | $ 144,945 | $ 166,038 |
Work in process, net | 48,966 | 61,182 |
Finished goods, net | 222,139 | 227,291 |
Inventories, net | $ 416,050 | $ 454,511 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | $ 851,591 | $ 769,093 |
Accumulated depreciation | (408,300) | (378,873) |
Property, plant and equipment, net | 443,291 | 390,220 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 26,950 | 22,113 |
Buildings and related improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 176,252 | 172,633 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 446,075 | 427,460 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 15,067 | 10,512 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 41,693 | 36,884 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | $ 145,554 | $ 99,491 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 25, 2022 | Mar. 31, 2023 | Mar. 25, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 13,808 | $ 11,293 | $ 26,980 | $ 23,110 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) $ in Thousands | 6 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 289,330 |
Goodwill acquired during year | 18,618 |
Impairment | (1,771) |
Exchange rate effects | 4,509 |
Balance at end of period | 310,686 |
Electrical | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 236,708 |
Goodwill acquired during year | 18,604 |
Impairment | (1,771) |
Exchange rate effects | 4,437 |
Balance at end of period | 257,978 |
Safety & Infrastructure | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 52,622 |
Goodwill acquired during year | 14 |
Impairment | 0 |
Exchange rate effects | 72 |
Balance at end of period | $ 52,708 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 25, 2022 | Mar. 31, 2023 | Mar. 25, 2022 | |
Goodwill [Line Items] | ||||
Loss on assets held for sale | $ 3,658 | $ 0 | $ 3,658 | $ 0 |
Impairment | (1,771) | |||
Intangible asset amortization | 14,790 | $ 8,701 | 27,586 | $ 16,930 |
Electrical | ||||
Goodwill [Line Items] | ||||
Accumulated impairment loss | 5,695 | 5,695 | ||
Impairment | (1,771) | |||
Safety & Infrastructure | ||||
Goodwill [Line Items] | ||||
Accumulated impairment loss | $ 43,000 | 43,000 | ||
Impairment | $ 0 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2023 | Sep. 30, 2022 | |
Amortizable intangible assets: | ||
Gross Carrying Value | $ 641,191 | $ 568,449 |
Accumulated Amortization | (309,092) | (278,542) |
Net Carrying Value | 332,099 | 289,907 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Carrying Value | 734,002 | 661,248 |
Net Carrying Value | 424,910 | 382,706 |
Trade names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross carrying value/net carrying value | 92,811 | 92,799 |
Customer relationships | ||
Amortizable intangible assets: | ||
Gross Carrying Value | 597,410 | 532,768 |
Accumulated Amortization | (291,104) | (267,940) |
Net Carrying Value | $ 306,306 | 264,828 |
Customer relationships | Weighted Average Useful Life (Years) | ||
Amortizable intangible assets: | ||
Weighted Average Useful Life (Years) | 11 years | |
Other | ||
Amortizable intangible assets: | ||
Gross Carrying Value | $ 43,781 | 35,681 |
Accumulated Amortization | (17,988) | (10,602) |
Net Carrying Value | $ 25,793 | $ 25,079 |
Other | Weighted Average Useful Life (Years) | ||
Amortizable intangible assets: | ||
Weighted Average Useful Life (Years) | 8 years |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Expected Amortization Expense (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remaining 2023 | $ 30,130 |
2024 | 54,502 |
2025 | 43,427 |
2026 | 40,825 |
2027 | 39,689 |
2028 | 29,459 |
Thereafter | $ 94,067 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Debt Instrument [Line Items] | ||
Deferred financing costs | $ (9,912) | $ (10,844) |
Long-term debt | 761,612 | 760,537 |
Secured Debt | Senior Secured Term Loan Facility due May 26, 2028 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 371,524 | 371,381 |
Secured Debt | Senior Notes due June 2031 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 400,000 | $ 400,000 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | 12 Months Ended | ||||||
Mar. 24, 2023 | Mar. 15, 2023 | May 26, 2021 | Aug. 28, 2020 | Sep. 30, 2020 | Mar. 31, 2023 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | $ 273,000 | ||||||
New Senior Secured Term Loan Facility | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt face amount | $ 400,000,000 | ||||||
Annual amortization rate | 1% | ||||||
New Senior Secured Term Loan Facility | London Interbank Offered Rate (LIBOR) | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument variable rate floor | 0.50% | ||||||
Debt instrument, basis spread on variable rate | 2% | ||||||
New Senior Secured Term Loan Facility | London Interbank Offered Rate (LIBOR) | Secured Debt | One-month interest period | |||||||
Debt Instrument [Line Items] | |||||||
Credit spread adjustment | 0.11448% | ||||||
New Senior Secured Term Loan Facility | London Interbank Offered Rate (LIBOR) | Secured Debt | Three-month interest period | |||||||
Debt Instrument [Line Items] | |||||||
Credit spread adjustment | 0.26161% | ||||||
New Senior Secured Term Loan Facility | London Interbank Offered Rate (LIBOR) | Secured Debt | Six-month interest period | |||||||
Debt Instrument [Line Items] | |||||||
Credit spread adjustment | 0.42826% | ||||||
New Senior Secured Term Loan Facility | Secured Overnight Financing Rate (SOFR) | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2% | ||||||
New Senior Secured Term Loan Facility | Base Rate | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument variable rate floor | 1.50% | ||||||
Debt instrument, basis spread on variable rate | 1% | ||||||
Line of credit | ABL Credit Facility | Atkore International | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, aggregate commitments | $ 325,000,000 | ||||||
Credit facility available borrowing capacity | $ 322,406,000 | $ 312,905,000 | |||||
Line of credit | Amended ABL Credit Facility | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, extended term, period from amendment date | 5 years | ||||||
Debt instrument, extended term, period prior to maturity date | 91 days | ||||||
Line of credit facility, term, outstanding obligations threshold amount | $ 100,000,000 | ||||||
Line of credit | Amended ABL Credit Facility | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Credit spread adjustment | 0.10% | ||||||
Line of credit | Amended ABL Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.25% | ||||||
Line of credit | Amended ABL Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||
Domestic Line of Credit | ABL Credit Facility | Atkore International | London Interbank Offered Rate (LIBOR) | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||
Domestic Line of Credit | ABL Credit Facility | Atkore International | London Interbank Offered Rate (LIBOR) | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.25% | ||||||
Domestic Line of Credit | ABL Credit Facility | Atkore International | Base Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 0.75% | ||||||
Domestic Line of Credit | ABL Credit Facility | Atkore International | Base Rate | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.25% | ||||||
Domestic Line of Credit | Amended ABL Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.25% | ||||||
Domestic Line of Credit | Amended ABL Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||
Domestic Line of Credit | Amended ABL Credit Facility | Base Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 0.25% | ||||||
Domestic Line of Credit | Amended ABL Credit Facility | Base Rate | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 0.75% | ||||||
Foreign Line of Credit | ABL Credit Facility | Atkore International | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, unused capacity, commitment fee percentage (percent) | 0.375% | ||||||
Foreign Line of Credit | ABL Credit Facility | Atkore International | Bankers Acceptance Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||
Foreign Line of Credit | ABL Credit Facility | Atkore International | Bankers Acceptance Rate | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.25% | ||||||
Foreign Line of Credit | ABL Credit Facility | Atkore International | Prime Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 0.75% | ||||||
Foreign Line of Credit | ABL Credit Facility | Atkore International | Prime Rate | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.25% | ||||||
Foreign Line of Credit | Amended ABL Credit Facility | Line Of Credit Facility, Commitment Option One | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, unused capacity, commitment fee percentage (percent) | 0.375% | ||||||
Foreign Line of Credit | Amended ABL Credit Facility | Line Of Credit Facility, Commitment Option Two | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, unused capacity, commitment fee percentage (percent) | 0.30% | ||||||
Foreign Line of Credit | Amended ABL Credit Facility | Line Of Credit Facility, Commitment Option Three | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, unused capacity, commitment fee percentage (percent) | 0.25% | ||||||
Foreign Line of Credit | Amended ABL Credit Facility | Bankers Acceptance Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.25% | ||||||
Foreign Line of Credit | Amended ABL Credit Facility | Bankers Acceptance Rate | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||
Foreign Line of Credit | Amended ABL Credit Facility | Prime Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 0.25% | ||||||
Foreign Line of Credit | Amended ABL Credit Facility | Prime Rate | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 0.75% |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Level 1 | ||
Assets | ||
Cash equivalents | $ 260,644 | $ 291,757 |
Level 2 | ||
Assets | ||
Cash equivalents | $ 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 | Mar. 31, 2023 | Sep. 30, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | $ 773,000 | $ 773,000 |
Fair Value | 730,147 | 689,115 |
Senior Secured Term Loan Facility due May 26, 2028 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 373,000 | 373,000 |
Fair Value | 374,399 | 370,203 |
Senior Notes due June 2031 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 400,000 | 400,000 |
Fair Value | $ 355,748 | $ 318,912 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase obligation for the rest of fiscal year 2023 | $ 243,801 |
Purchase obligation for fiscal year 2024 | $ 10,463 |
GUARANTEES (Details)
GUARANTEES (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Performance Guarantee, Workers' Compensation and General Liability Policies | |
Guarantor Obligations [Line Items] | |
Guarantees | $ 2,594 |
Surety bond | |
Guarantor Obligations [Line Items] | |
Guarantees | $ 26,394 |
SEGMENT INFORMATION -Schedule o
SEGMENT INFORMATION -Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 25, 2022 | Mar. 31, 2023 | Mar. 25, 2022 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 895,934 | $ 982,573 | $ 1,729,755 | $ 1,823,374 |
Electrical | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 680,955 | 758,347 | 1,319,660 | 1,398,691 |
Safety & Infrastructure | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 214,979 | 224,226 | 410,095 | 424,683 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 895,934 | 982,573 | 1,729,755 | 1,823,374 |
Adjusted EBITDA | 290,077 | 359,887 | 567,317 | 666,866 |
Operating Segments | Electrical | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 680,955 | 758,347 | 1,319,660 | 1,398,691 |
Adjusted EBITDA | 256,883 | 330,970 | 500,720 | 610,517 |
Operating Segments | Safety & Infrastructure | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 214,979 | 224,226 | 410,095 | 424,683 |
Adjusted EBITDA | 33,194 | 28,917 | 66,597 | 56,349 |
Intersegment Sales | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (85) | (1,589) | (228) | (2,981) |
Intersegment Sales | Electrical | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 10 | 1,530 | 10 | 2,869 |
Intersegment Sales | Safety & Infrastructure | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 75 | $ 59 | $ 218 | $ 112 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Operating Segment Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 25, 2022 | Mar. 31, 2023 | Mar. 25, 2022 | |
Segment Reporting Information [Line Items] | ||||
Unallocated expenses | $ (14,036) | $ (13,721) | $ (27,431) | $ (27,690) |
Depreciation and amortization | (28,598) | (19,994) | (54,566) | (40,040) |
Interest expense, net | (8,475) | (7,514) | (17,963) | (14,432) |
Stock-based compensation | (6,863) | (6,128) | (12,133) | (9,555) |
Other | (4,547) | (440) | (5,615) | (1,241) |
Income before income taxes | 227,558 | 312,090 | 449,609 | 573,908 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 290,077 | 359,887 | 567,317 | 666,866 |
Operating Segments | Electrical | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 256,883 | 330,970 | 500,720 | 610,517 |
Operating Segments | Safety & Infrastructure | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ 33,194 | $ 28,917 | $ 66,597 | $ 56,349 |
SEGMENT INFORMATION - Schedule
SEGMENT INFORMATION - Schedule of Long-lived Assets and Net Sales By Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 25, 2022 | Mar. 31, 2023 | Mar. 25, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 895,934 | $ 982,573 | $ 1,729,755 | $ 1,823,374 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 799,562 | 895,585 | 1,549,649 | 1,652,983 |
Other Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 23,063 | 24,649 | 43,617 | 47,136 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 61,789 | 52,709 | 113,819 | 103,162 |
Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 11,520 | $ 9,630 | $ 22,670 | $ 20,093 |
SEGMENT INFORMATION - Schedul_2
SEGMENT INFORMATION - Schedule of Net Sales From External Customers by Product Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 25, 2022 | Mar. 31, 2023 | Mar. 25, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 895,934 | $ 982,573 | $ 1,729,755 | $ 1,823,374 |
Electrical | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 680,955 | 758,347 | 1,319,660 | 1,398,691 |
Electrical | Metal Electrical Conduit and Fittings | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 128,322 | 153,049 | 239,480 | 302,925 |
Electrical | Electrical Cable & Flexible Conduit | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 129,785 | 137,244 | 253,511 | 252,939 |
Electrical | Plastic Pipe and Conduit | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 323,139 | 374,775 | 639,304 | 663,764 |
Electrical | Other Electrical products | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 99,709 | 93,279 | 187,365 | 179,063 |
Safety & Infrastructure | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 214,979 | 224,226 | 410,095 | 424,683 |
Safety & Infrastructure | Mechanical Pipe | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 98,727 | 112,818 | 177,501 | 224,061 |
Safety & Infrastructure | Other Safety & Infrastructure products | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 116,252 | $ 111,408 | $ 232,594 | $ 200,622 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event shares in Millions, $ in Millions | 1 Months Ended |
May 09, 2023 USD ($) shares | |
Subsequent Event [Line Items] | |
Stock repurchased (in shares) | shares | 0.8 |
Stock repurchased value | $ | $ 102.5 |