Financial Performance - The company reported net sales of $735 million for the third quarter, achieving adjusted EBITDA of $100 million and adjusted EPS of $1.63, with a 2% organic volume growth compared to the previous year [9][13][18] - Average selling prices declined by 12% year over year, primarily driven by PVC and steel conduit products, although there was sequential pricing improvement in steel conduit products [13][14][18] Business Segment Performance - The Electrical segment experienced compressed adjusted EBITDA margins year over year due to pricing declines in PVC and steel conduit products, while the S and I segment saw improved margins driven by volume growth and better productivity [16][18] - Year-to-date volume growth was observed in metal framing, cable management, and construction services, with low single-digit growth attributed to ongoing focus in these areas [15][16] Market Dynamics - The company noted a decline in imported steel conduit and PVC conduit volumes year over year, indicating a shift in market dynamics influenced by tariffs [10][20] - The Dodge Momentum Index indicated a slowdown in planning activity across several non-residential categories, with mixed construction sentiment observed [10][11] Strategic Direction - The company remains committed to maintaining a strong balance sheet and financial profile, focusing on operational excellence through the Atkore business system [24][25] - The management emphasized the importance of onshoring manufacturing and the potential to recapture market share from imports, particularly in steel conduit products [20][21] Management Commentary - Management expressed confidence in the company's strategy and the capabilities of its teams, despite the challenges posed by tariffs and pricing dynamics [7][11] - The outlook for FY 2026 anticipates headwinds from lower selling prices and broader tariff effects, with management actively evaluating measures to mitigate these impacts [11][23] Other Important Information - The company is maintaining its full-year adjusted EBITDA midpoint of $400 million and raising the midpoint of adjusted EPS to $6.5, reflecting improved visibility and stronger earnings leverage [11][18] - The company generated $192 million in cash flow from operations year to date and remains committed to returning cash to shareholders [17][18] Q&A Session Summary Question: Volume growth visibility for FY 2026 - Management acknowledged challenges in forecasting volumes but expressed optimism for growth in data centers and solar markets, indicating reasonable growth expectations for the upcoming year [33][34][36] Question: Demand trends in the water end market - Management noted mixed demand trends in the water end market but highlighted growth in municipal projects, indicating a focus on this vertical moving forward [38][39] Question: Impact of tariffs on steel conduit imports - Management confirmed that tariffs have significantly reduced the flow of steel conduit imports from Mexico, with both steel and PVC imports down significantly in the last fiscal quarter [50][52] Question: Earnings visibility and backlog - Management indicated that the backlog is approximately two weeks, with average inventory levels among distributors, suggesting a cautious approach to inventory management [55][57] Question: Pricing dynamics in the quarter - Management reported that pricing for PVC and steel was slightly better than expected, with two consecutive quarters of improved steel pricing [61][62] Question: Headwinds for FY 2026 - Management outlined that the anticipated $50 million headwinds for FY 2026 are primarily due to pricing declines experienced in FY 2025, with additional pressures from aluminum costs [70][72] Question: Capital allocation strategy - Management reiterated a commitment to a balanced capital allocation model, emphasizing share buybacks, dividends, and strategic investments [80][82]

Financial Data and Key Metrics Changes - The company reported net sales of $735 million, with a 2% organic volume growth and adjusted EBITDA of $100 million, while adjusted EPS was $1.63 [8][12][10] - Average selling prices declined by 12% year over year, primarily driven by PVC and steel conduit products, although there was sequential pricing improvement in steel conduit products [12][13][10] Business Line Data and Key Metrics Changes - The Electrical segment experienced compressed adjusted EBITDA margins year over year due to pricing declines in PVC and steel conduit products, while the S and I segment saw improved margins driven by volume growth and better productivity [15][12] - Year-to-date volume growth was observed in metal framing, cable management, and construction services, with low single-digit growth in electrical cable and flexible conduit categories [14][15] Market Data and Key Metrics Changes - The Dodge Momentum Index indicated a slowdown in planning activity across several non-residential categories, with mixed construction sentiment observed [9][10] - Imported steel conduit and PVC conduit volumes declined year over year, indicating a shift in market dynamics influenced by tariffs [9][10] Company Strategy and Development Direction - The company is focused on maintaining a strong balance sheet and financial profile while pursuing strategic actions to enhance its portfolio of domestically manufactured electrical products [23][20] - The ongoing tariff environment is expected to influence market pricing dynamics and broader demand patterns, with a focus on onshoring manufacturing [19][20] Management's Comments on Operating Environment and Future Outlook - Management acknowledged several headwinds for FY 2026, including lower selling prices and broader tariff effects, estimating approximately $50 million of unmitigated headwinds [22][10] - The company remains optimistic about growth in key electrical end markets, despite near-term challenges [23][24] Other Important Information - The CEO announced plans to retire, emphasizing a commitment to a seamless transition and continued focus on the company's strategy and employees [5][6] - The company generated $192 million in cash flow from operations year-to-date and remains committed to returning cash to shareholders [16][10] Q&A Session Summary Question: Volume growth visibility for FY 2026 - Management noted that end markets like data centers are experiencing growth, but overall volume forecasting remains challenging due to macroeconomic dynamics [31][32] Question: Demand trends in the water end market - The company is focusing on municipal markets, which are showing growth, while residential-related markets are down [36][37] Question: Impact of tariffs on steel conduit imports - Tariffs have significantly reduced the flow of Mexican steel conduit, with both steel and PVC imports down significantly in the last quarter [48][50] Question: Demand visibility and backlog - The current backlog is approximately two weeks, with distributors holding lower inventories due to recent pricing dynamics [52][55] Question: Pricing surprises in the quarter - Pricing for PVC and steel was slightly better than expected, with two quarters of sequential improvement in steel pricing [59][60] Question: Headwinds for FY 2026 - The majority of the anticipated $50 million headwinds are due to pricing declines experienced in FY 2025, with additional factors like aluminum tariffs also contributing [67][68] Question: Capital allocation and share buyback strategy - The company plans to maintain a capital allocation framework focused on dividends, share repurchases, and M&A, with a commitment to spend $150 million this year [78][80]

分组1 - Atkore Inc. reported quarterly earnings of $1.63 per share, exceeding the Zacks Consensus Estimate of $1.53 per share, but down from $3.8 per share a year ago, representing an earnings surprise of +6.54% [1] - The company posted revenues of $735.05 million for the quarter ended June 2025, surpassing the Zacks Consensus Estimate by 0.87%, but down from $822.36 million year-over-year [2] - Over the last four quarters, Atkore has surpassed consensus EPS estimates two times and topped consensus revenue estimates three times [2] 分组2 - The stock has underperformed the market, losing about 8.3% since the beginning of the year compared to the S&P 500's gain of 7.6% [3] - The current consensus EPS estimate for the coming quarter is $1.38 on revenues of $796.7 million, and for the current fiscal year, it is $6.58 on revenues of $2.89 billion [7] - The Wire and Cable Products industry, to which Atkore belongs, is currently in the top 16% of over 250 Zacks industries, indicating a favorable outlook compared to the bottom 50% [8]

Third Quarter 2025 Earnings Presentation and Business Update August 5, 2025 Cautionary Statements This presentation is provided for general informational purposes only and it does not include every item which may be of interest, nor does it purport to present full and fair disclosure with respect to Atkore Inc. (the "Company" or "Atkore") or its operational and financial information. Atkore expressly disclaims any current intention to update any forward-looking statements contained in this presentation as a ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents Atkore Inc.'s unaudited condensed consolidated financial statements, including statements of operations, comprehensive income, balance sheets, cash flows, and changes in shareholders' equity, with detailed notes on accounting policies and financial items [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net income significantly declined for both three and nine months ended June 27, 2025, driven by decreased net sales, gross profit, and substantial asset impairment charges | Metric (in thousands) | Three months ended June 27, 2025 | Three months ended June 28, 2024 | Nine months ended June 27, 2025 | Nine months ended June 28, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Net sales | $735,045 | $822,364 | $2,098,367 | $2,413,756 | | Gross profit | $172,060 | $279,655 | $528,265 | $861,770 | | Operating income | $63,813 | $168,452 | $79,930 | $522,719 | | Net income | $42,962 | $123,417 | $39,243 | $399,753 | | Basic EPS | $1.26 | $3.36 | $1.15 | $10.74 | | Diluted EPS | $1.25 | $3.33 | $1.14 | $10.61 | - Asset impairment charges of **$127,733 thousand** were recognized for the nine months ended June 27, 2025, with no comparable charge in the prior year period[10](index=10&type=chunk) [Condensed Consolidated Statements of Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Comprehensive income decreased for both three and nine months ended June 27, 2025, despite positive foreign currency translation adjustments in the current period | Metric (in thousands) | Three months ended June 27, 2025 | Three months ended June 28, 2024 | Nine months ended June 27, 2025 | Nine months ended June 28, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Net income | $42,962 | $123,417 | $39,243 | $399,753 | | Change in foreign currency translation adjustment | $16,221 | $(518) | $5,355 | $4,284 | | Total other comprehensive income (loss) | $16,262 | $(466) | $5,479 | $4,442 | | Comprehensive income | $59,224 | $122,951 | $44,722 | $404,195 | [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets and equity decreased as of June 27, 2025, primarily due to reductions in intangible assets, property, plant and equipment, and retained earnings | Metric (in thousands) | June 27, 2025 | September 30, 2024 | | :-------------------- | :------------ | :----------------- | | Total Assets | $2,917,152 | $3,021,403 | | Total Liabilities | $1,451,432 | $1,481,503 | | Total Equity | $1,465,720 | $1,539,900 | | Cash and cash equivalents | $331,017 | $351,385 | | Intangible assets, net | $208,566 | $340,431 | | Property, plant and equipment, net | $627,602 | $652,093 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash provided by operating activities significantly decreased, while cash used in investing and financing also declined, resulting in an overall decrease in cash and cash equivalents | Metric (in thousands) | Nine months ended June 27, 2025 | Nine months ended June 28, 2024 | | :-------------------- | :------------------------------ | :------------------------------ | | Net cash provided by operating activities | $192,359 | $349,957 | | Net cash used in investing activities | $(69,302) | $(110,677) | | Net cash used in financing activities | $(143,149) | $(324,595) | | Decrease in cash and cash equivalents | $(20,368) | $(84,457) | | Cash and cash equivalents at end of period | $331,017 | $303,657 | [Condensed Consolidated Statement of Changes in Shareholders' Equity](index=9&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Shareholders'%20Equity) Total equity decreased from September 30, 2024, to June 27, 2025, due to net losses, share repurchases, and dividends, partially offset by stock-based compensation and other comprehensive income | Metric (in thousands) | As of September 30, 2024 | As of June 27, 2025 | | :-------------------- | :----------------------- | :------------------ | | Total Equity | $1,539,900 | $1,465,720 | | Retained Earnings | $1,049,390 | $954,589 | | Accumulated Other Comprehensive Loss | $(19,094) | $(13,615) | | Shares Outstanding | 34,858 | 33,655 | - The company repurchased common stock totaling **$100,026 thousand** for the nine months ended June 27, 2025, and paid dividends of **$33,095 thousand**[17](index=17&type=chunk)[19](index=19&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed disclosures on accounting policies, revenue, acquisitions, assets, debt, and other financial statement items, including segment information and subsequent events [Note 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=Note%201.%20BASIS%20OF%20PRESENTATION%20AND%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines Atkore Inc.'s organizational structure, primary business segments, basis for financial statement preparation, and details recently adopted and future accounting pronouncements - Atkore Inc. is a leading manufacturer of Electrical products for non-residential construction and renovation markets, and Safety & Infrastructure solutions for construction and industrial markets[22](index=22&type=chunk) - The Electrical segment focuses on conduit, cable, and installation accessories, serving contractors through the electrical wholesale channel[23](index=23&type=chunk) - The Safety & Infrastructure segment provides metal framing, mechanical pipe, perimeter security, and cable management, marketed to contractors, OEMs, and end users[24](index=24&type=chunk) Recent Accounting Pronouncements | ASU | Description | Impact to Atkore | Adoption Date | | :---- | :---------- | :--------------- | :------------ | | 2023-07 Segment Reporting | Requires additional segment disclosures including CODM title/position, significant segment expenses, and interim disclosures for profit/loss and assets | Adopted in fiscal 2025; disclosures in annual/quarterly reports beginning fiscal 2026 | 2025 | | 2023-09 Income Taxes | Requires additional tax disclosures including specific categories in rate reconciliations and quantitative thresholds for reconciling items | Adopted in fiscal 2026; disclosures in annual report | 2026 | | 2024-03 Income Statement - Expense Disaggregation | Requires disaggregation of certain expense captions into specified categories in financial statement notes | Adopted in fiscal 2028; disclosures in annual/quarterly reports beginning fiscal 2029 | 2028 | [Note 2. REVENUE FROM CONTRACTS WITH CUSTOMERS](index=12&type=section&id=Note%202.%20REVENUE%20FROM%20CONTRACTS%20WITH%20CUSTOMERS) This note details revenue recognition policies, primarily for goods transferred at a point in time, and accounting for solar energy tax credits under the Inflation Reduction Act of 2022 - Revenue is primarily recognized when control of promised goods transfers to the customer, typically upon shipment[32](index=32&type=chunk) - Under the Inflation Reduction Act of 2022, transferable solar energy tax credits are recognized as a reduction of cost of sales. If contractually transferred to customers, they result in a reduction to revenue[33](index=33&type=chunk)[34](index=34&type=chunk) Solar Energy Tax Credit Impact (Nine months ended June 27, 2025) | Item | Amount (in thousands) | | :------------------------------------ | :-------------------- | | Reduction of revenue for transferred credits | $40,723 | | Benefit to cost of sales | $44,866 | | Liability for credits to be transferred | $20,283 | - All solar energy tax credit activity for the nine months ended June 27, 2025, was within the Safety & Infrastructure segment[36](index=36&type=chunk) [Note 3. ACQUISITIONS](index=13&type=section&id=Note%203.%20ACQUISITIONS) No acquisition activity occurred in the nine months ended June 27, 2025, though prior year payments related to fiscal 2022 acquisitions - No acquisition activity occurred during the nine months ended June 27, 2025[41](index=41&type=chunk) - During the nine months ended June 28, 2024, the Company paid **$6,036 thousand** for accrued purchase price related to the fiscal 2022 acquisition of Cascade Poly Pipe & Conduit and Northwest Polymers[40](index=40&type=chunk) [Note 4. DIVESTITURES](index=14&type=section&id=Note%204.%20DIVESTITURES) The Company divested Northwest Polymers on February 10, 2025, via a stock sale, resulting in a **$6,101 thousand** loss and additional tax expense - On February 10, 2025, the Company sold Northwest Polymers via a stock sale[42](index=42&type=chunk) Northwest Polymers Divestiture (in thousands) | Item | Amount | | :-------------------- | :----- | | Cash consideration | $6,711 | | Net assets divested | $12,812 | | Loss on sale of business | $(6,101) | | Additional tax expense | $3,996 | [Note 5. POSTRETIREMENT BENEFITS](index=14&type=section&id=Note%205.%20POSTRETIREMENT%20BENEFITS) This note details frozen defined benefit retirement plans, with net periodic benefit cost decreasing for both three and nine months ended June 27, 2025 - All defined pension benefit plans were frozen as of September 30, 2017, meaning participants no longer accrue credited service[44](index=44&type=chunk) Net Periodic Benefit Cost (in thousands) | Metric | Three months ended June 27, 2025 | Three months ended June 28, 2024 | Nine months ended June 27, 2025 | Nine months ended June 28, 2024 | | :----------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Interest cost | $1,139 | $1,316 | $3,417 | $3,948 | | Expected return on plan assets | $(1,081) | $(841) | $(3,242) | $(2,523) | | Amortization of actuarial loss | $52 | $67 | $156 | $200 | | Net periodic benefit cost | $110 | $542 | $331 | $1,625 | [Note 6. OTHER (INCOME) EXPENSE, NET](index=14&type=section&id=Note%206.%20OTHER%20(INCOME)%20EXPENSE,%20NET) Other (income) expense, net, shifted to income for the three-month period but significantly increased as an expense for the nine-month period, primarily due to the Northwest Polymers sale loss Other (Income) Expense, Net (in thousands) | Item | Three months ended June 27, 2025 | Three months ended June 28, 2024 | Nine months ended June 27, 2025 | Nine months ended June 28, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | (Gain) Loss on assets held for sale | $(195) | $121 | $154 | $142 | | Foreign exchange loss on intercompany loans | — | $165 | $1,021 | $337 | | Pension-related benefits | $45 | $274 | $133 | $823 | | Loss on sale of business | — | — | $6,101 | — | | Other (income) expense, net | $(150) | $560 | $7,409 | $1,302 | - The loss on sale of Northwest Polymers (**$6,101 thousand**) was a primary driver for the increase in other expense, net, for the nine months ended June 27, 2025[45](index=45&type=chunk) [Note 7. INCOME TAXES](index=15&type=section&id=Note%207.%20INCOME%20TAXES) This note discusses effective tax rates, consistent for three months but decreased for nine months due to solar energy tax credits, and the potential impact of the One Big Beautiful Bill Act (OBBBA) Effective Tax Rate and Income Tax Expense (in thousands) | Metric | Three months ended June 27, 2025 | Three months ended June 28, 2024 | Nine months ended June 27, 2025 | Nine months ended June 28, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Effective tax rate | **22.0%** | **21.9%** | **16.8%** | **19.3%** | | Income tax expense | **$12,128 thousand** | **$34,531 thousand** | **$7,935 thousand** | **$95,606 thousand** | - The decrease in the nine-month effective tax rate was driven by the benefit related to solar energy tax credits[49](index=49&type=chunk) - The One Big Beautiful Bill Act (OBBBA) was enacted on July 4, 2025, and the Company is evaluating its potential impact on financial statements, including changes to bonus depreciation, R&E expensing, interest limitations, and energy credits[47](index=47&type=chunk) [Note 8. EARNINGS PER SHARE](index=15&type=section&id=Note%208.%20EARNINGS%20PER%20SHARE) This note details basic and diluted EPS calculation using the two-class method, showing a significant decrease for both three and nine months ended June 27, 2025 - Basic and diluted earnings per common share are calculated using the two-class method, allocating net earnings to common stock and participating securities[51](index=51&type=chunk)[52](index=52&type=chunk) Earnings Per Share (in thousands, except per share data) | Metric | Three months ended June 27, 2025 | Three months ended June 28, 2024 | Nine months ended June 27, 2025 | Nine months ended June 28, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Net income available to common shareholders | $42,337 | $121,884 | $39,143 | $394,445 | | Basic weighted average common shares outstanding | 33,653 | 36,252 | 34,167 | 36,739 | | Diluted weighted average common shares outstanding | 33,853 | 36,616 | 34,391 | 37,174 | | Basic earnings per share | $1.26 | $3.36 | $1.15 | $10.74 | | Diluted earnings per share | $1.25 | $3.33 | $1.14 | $10.61 | [Note 9. ACCUMULATED OTHER COMPREHENSIVE LOSS](index=16&type=section&id=Note%209.%20ACCUMULATED%20OTHER%20COMPREHENSIVE%20LOSS) Accumulated other comprehensive loss improved from **$(19,094) thousand** to **$(13,615) thousand** due to positive foreign currency translation adjustments Changes in Accumulated Other Comprehensive Loss (in thousands) | Component | Balance as of September 30, 2024 | Net current period other comprehensive income (nine months ended June 27, 2025) | Balance as of June 27, 2025 | | :----------------------- | :------------------------------- | :---------------------------------------------------------------- | :-------------------------- | | Defined Benefit Pension Items | $(10,408) | $124 | $(10,284) | | Currency Translation Adjustments | $(8,686) | $5,355 | $(3,331) | | Total | $(19,094) | $5,479 | $(13,615) | - For the three months ended June 27, 2025, net current period other comprehensive income was **$16,262 thousand**, driven by **$16,221 thousand** in currency translation adjustments[55](index=55&type=chunk) [Note 10. INVENTORIES, NET](index=18&type=section&id=Note%2010.%20INVENTORIES,%20NET) Inventories, net, slightly decreased, with most valued at LIFO cost or market, and the excess and obsolete inventory reserve increased - Approximately **81%** of the Company's inventories were valued at the lower of LIFO cost or market as of June 27, 2025, and September 30, 2024[58](index=58&type=chunk) Inventories, Net (in thousands) | Category | June 27, 2025 | September 30, 2024 | | :------------------------------------ | :------------ | :----------------- | | Purchased materials and manufactured parts, net | $160,980 | $153,290 | | Work in process, net | $69,215 | $74,158 | | Finished goods, net | $283,558 | $297,247 | | Inventories, net | $513,753 | $524,695 | | Excess and obsolete inventory reserve | $40,437 | $29,176 | [Note 11. PROPERTY, PLANT AND EQUIPMENT](index=18&type=section&id=Note%2011.%20PROPERTY,%20PLANT%20AND%20EQUIPMENT) Property, plant and equipment, net, decreased, with significant non-cash impairment charges recorded for HDPE pipe and conduit products in fiscal 2025 Property, Plant and Equipment, Net (in thousands) | Category | June 27, 2025 | September 30, 2024 | | :-------------------------- | :------------ | :----------------- | | Property, plant and equipment, at cost | $1,158,643 | $1,147,023 | | Accumulated depreciation | $(531,041) | $(494,930) | | Property, plant and equipment, net | $627,602 | $652,093 | - During the second quarter of fiscal 2025, the Company recorded non-cash impairment charges totaling **$31,766 thousand** related to long-lived assets of its HDPE pipe and conduit products[61](index=61&type=chunk) Depreciation Expense (in thousands) | Period | Depreciation Expense | | :------------------------------- | :------------------- | | Three months ended June 27, 2025 | $18,925 | | Three months ended June 28, 2024 | $16,716 | | Nine months ended June 27, 2025 | $55,631 | | Nine months ended June 28, 2024 | $46,503 | [Note 12. GOODWILL AND INTANGIBLE ASSETS](index=19&type=section&id=Note%2012.%20GOODWILL%20AND%20INTANGIBLE%20ASSETS) Goodwill remained stable, while amortizable intangible assets, especially customer relationships, significantly decreased due to impairment charges and amortization Goodwill by Segment (in thousands) | Segment | Balance as of September 30, 2024 | Divestiture | Exchange rate effects | Balance as of June 27, 2025 | | :-------------------- | :------------------------------- | :---------- | :-------------------- | :-------------------------- | | Electrical | $261,284 | $(756) | $1,018 | $261,546 | | Safety & Infrastructure | $52,716 | — | $(71) | $52,645 | | Total | $314,000 | $(756) | $947 | $314,191 | Intangible Assets, Net (in thousands) | Category | Net Carrying Value (June 27, 2025) | Net Carrying Value (September 30, 2024) | | :-------------------------- | :--------------------------------- | :------------------------------------ | | Customer relationships | $108,957 | $228,717 | | Other amortizable | $6,809 | $18,901 | | Trade names (indefinite-lived) | $92,800 | $92,813 | | Total | $208,566 | $340,431 | - Non-cash impairment charges of **$92,397 thousand** were recorded primarily against customer relationships during the second quarter of fiscal 2025[65](index=65&type=chunk) Amortization Expense (in thousands) | Period | Amortization Expense | | :------------------------------- | :------------------- | | Three months ended June 27, 2025 | $10,108 | | Three months ended June 28, 2024 | $13,216 | [Note 13. DEBT](index=20&type=section&id=Note%2013.%20DEBT) This note outlines the Company's debt structure, including the ABL Credit Facility, Senior Secured Term Loan, and Senior Notes, with the ABL maturity extended and full availability Long-term Debt (in thousands) | Debt Instrument | June 27, 2025 | September 30, 2024 | | :------------------------------------ | :------------ | :----------------- | | Senior Secured Term Loan Facility due May 26, 2028 | $372,167 | $371,952 | | Senior Notes due June 2031 | $400,000 | $400,000 | | Deferred financing costs | $(7,780) | $(7,114) | | Long-term debt | $764,387 | $764,838 | - The ABL Credit Facility has aggregate commitments of **$325,000 thousand**, with **$325,000 thousand** available as of June 27, 2025[68](index=68&type=chunk) - On April 30, 2025, the ABL Credit Facility's maturity was extended to April 30, 2030[70](index=70&type=chunk) [Note 14. FAIR VALUE MEASUREMENTS](index=21&type=section&id=Note%2014.%20FAIR%20VALUE%20MEASUREMENTS) This note discusses fair value measurements, primarily cash equivalents, and a **$127,733 thousand** non-cash impairment charge against HDPE business assets in the Electrical segment Assets Measured at Fair Value (in thousands) | Asset | June 27, 2025 (Level 1) | September 30, 2024 (Level 1) | | :------------ | :---------------------- | :--------------------------- | | Cash equivalents | $257,101 | $265,077 | - The Company recorded a non-cash impairment charge of **$127,733 thousand** against the long-lived assets of the HDPE business during the second quarter of fiscal 2025[77](index=77&type=chunk) - The impairment was triggered by competing technology for federal stimulus funding, accelerated constraints on public spending, and adverse market conditions, including delays in broadband infrastructure investments[77](index=77&type=chunk) - Of the impairment value, **$92,397 thousand** was recorded in definite-lived intangible assets, **$31,766 thousand** in fixed assets, and **$3,570 thousand** in right-of-use assets, all within the Electrical segment[79](index=79&type=chunk) [Note 15. COMMITMENTS AND CONTINGENCIES](index=22&type=section&id=Note%2015.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines purchase obligations and legal contingencies, including Special Products Claims, PVC Pipe Antitrust Litigation, and securities class action lawsuits, which the Company plans to vigorously defend Purchase Obligations (in thousands) | Period | Amount | | :------------- | :------- | | Remaining 2025 | $334,206 | | 2026 and beyond | $16,927 | - The Company is a defendant in several putative class action lawsuits (In re: PVC Pipe Antitrust Litigation) alleging anticompetitive conduct related to PVC pipe pricing, with a grand jury subpoena from the U.S. Department of Justice Antitrust Division also received[84](index=84&type=chunk)[86](index=86&type=chunk) - Securities class action and shareholder derivative lawsuits have been filed against the Company and its officers, based on allegations in the antitrust matters[87](index=87&type=chunk)[88](index=88&type=chunk) - The Company does not expect these legal proceedings to have a material adverse effect on its financial condition, but litigation is unpredictable[89](index=89&type=chunk) [Note 16. GUARANTEES](index=23&type=section&id=Note%2016.%20GUARANTEES) The Company had no outstanding letters of credit but **$44,170 thousand** in surety bonds, with management believing disposition indemnities will not have a material adverse effect - As of June 27, 2025, the Company had no outstanding letters of credit[91](index=91&type=chunk) - Surety bonds primarily related to performance guarantees and payment of duties/taxes totaled **$44,170 thousand** as of June 27, 2025[91](index=91&type=chunk) - Management believes that obligations related to product performance, contract completion, and indemnities from dispositions will not have a material adverse effect on the Company's business, financial condition, results of operations, or cash flows[92](index=92&type=chunk)[93](index=93&type=chunk) [Note 17. SEGMENT INFORMATION](index=24&type=section&id=Note%2017.%20SEGMENT%20INFORMATION) This note provides detailed financial information for the Electrical and Safety & Infrastructure segments, showing declining sales and Adjusted EBITDA for Electrical, but stable sales and increased Adjusted EBITDA for Safety & Infrastructure - The Electrical segment manufactures products for electrical power systems, serving non-residential construction and renovation markets[94](index=94&type=chunk) - The Safety & Infrastructure segment designs and manufactures solutions for critical infrastructure protection, marketed to contractors, OEMs, and end users[95](index=95&type=chunk) - Both segments use Adjusted EBITDA as the primary measure of profit and loss[96](index=96&type=chunk) Segment Net Sales and Adjusted EBITDA (Three months ended) | Segment | External Net Sales (June 27, 2025) | Adjusted EBITDA (June 27, 2025) | External Net Sales (June 28, 2024) | Adjusted EBITDA (June 28, 2024) | | :-------------------- | :------------------------------- | :------------------------------ | :------------------------------- | :------------------------------ | | Electrical | $521,306 | $81,235 | $605,955 | $182,568 | | Safety & Infrastructure | $213,739 | $30,731 | $216,409 | $30,042 | | Consolidated operations | $735,045 | $111,966 | $822,364 | $212,610 | Segment Net Sales and Adjusted EBITDA (Nine months ended) | Segment | External Net Sales (June 27, 2025) | Adjusted EBITDA (June 27, 2025) | External Net Sales (June 28, 2024) | Adjusted EBITDA (June 28, 2024) | | :-------------------- | :------------------------------- | :------------------------------ | :------------------------------- | :------------------------------ | | Electrical | $1,479,331 | $264,564 | $1,790,426 | $582,679 | | Safety & Infrastructure | $619,036 | $82,374 | $623,330 | $75,084 | | Consolidated operations | $2,098,367 | $346,938 | $2,413,756 | $657,763 | Net Sales by Geography (Nine months ended, in thousands) | Geography | June 27, 2025 | June 28, 2024 | | :---------- | :------------ | :------------ | | United States | $1,835,544 | $2,128,274 | | Other Americas | $62,753 | $69,947 | | Europe | $167,240 | $181,376 | | Asia-Pacific | $32,830 | $34,159 | | Total | $2,098,367 | $2,413,756 | Net Sales by Product Category (Nine months ended, in thousands) | Product Category | June 27, 2025 | June 28, 2024 | | :-------------------------------- | :------------ | :------------ | | Metal Electrical Conduit and Fittings | $335,189 | $423,993 | | Electrical Cable & Flexible Conduit | $366,889 | $358,576 | | Plastic Pipe and Conduit | $499,123 | $716,354 | | Other Electrical products | $278,130 | $291,503 | | Mechanical Pipe | $219,619 | $265,416 | | Other Safety & Infrastructure products | $399,417 | $357,914 | | Total Net Sales | $2,098,367 | $2,413,756 | [Note 18. SUBSEQUENT EVENTS](index=26&type=section&id=Note%2018.%20SUBSEQUENT%20EVENTS) This note discloses two subsequent events: a quarterly dividend payment approval and the CEO's notification of retirement intention - On July 30, 2025, the Board of Directors approved a quarterly dividend payment of **$0.33 per share**, payable on August 29, 2025, to stockholders of record on August 19, 2025[102](index=102&type=chunk) - On August 4, 2025, William E. Waltz, Jr., President and CEO, notified the Board of his intention to retire, and will continue to serve until a successor is appointed[102](index=102&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on financial performance, condition, and liquidity, analyzing consolidated and segment results, critical accounting policies, and forward-looking statements amidst market uncertainties [Incremental Market Uncertainties](index=27&type=section&id=Incremental%20Market%20Uncertainties) Increased global economic uncertainty from tariffs, interest rates, inflation, and international conflicts is impacting global supply chains and the Company's markets - Global economic uncertainty is increasing due to tariffs, interest rate adjustments, inflation, and conflicts in Ukraine and the Middle East[104](index=104&type=chunk) - These factors are adversely affecting global supply chains and the Company's business, alongside potential impacts from adverse weather on domestic supply chains[104](index=104&type=chunk) [RESULTS OF OPERATIONS (Three months ended June 27, 2025 vs. June 28, 2024)](index=27&type=section&id=RESULTS%20OF%20OPERATIONS%20(Three%20months%20ended%20June%2027,%202025%20vs.%20June%2028,%202024)) Consolidated results for the three months ended June 27, 2025, show significant declines in net sales, gross profit, operating income, and net income, primarily due to decreased average selling prices | Metric (in thousands) | June 27, 2025 | June 28, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Net sales | $735,045 | $822,364 | $(87,319) | (10.6)% | | Cost of sales | $562,985 | $542,709 | $20,276 | 3.7% | | Gross profit | $172,060 | $279,655 | $(107,595) | (38.5)% | | Operating income | $63,813 | $168,452 | $(104,639) | (62.1)% | | Net income | $42,962 | $123,417 | $(80,455) | (65.2)% | - The decrease in net sales was primarily due to a **12.2% decrease** in average selling prices, partially offset by a **1.9% increase** in volume[106](index=106&type=chunk)[107](index=107&type=chunk) - Cost of sales increased due to higher sales volume, freight costs, and input costs, partially offset by divestitures[108](index=108&type=chunk) - Interest expense, net, decreased by **10.8%** due to lower interest rates on the Senior Secured Term Loan Facility[111](index=111&type=chunk) [SEGMENT RESULTS (Three months ended June 27, 2025 vs. June 28, 2024)](index=28&type=section&id=SEGMENT%20RESULTS%20(Three%20months%20ended%20June%2027,%202025%20vs.%20June%2028,%202024)) Electrical segment net sales and Adjusted EBITDA significantly declined due to lower selling prices, while Safety & Infrastructure saw slight sales decrease but increased Adjusted EBITDA [Electrical (Three months)](index=29&type=section&id=Electrical%20(Three%20months)) The Electrical segment experienced substantial decreases in net sales and Adjusted EBITDA for the three months ended June 27, 2025, primarily due to lower average selling prices | Metric (in thousands) | June 27, 2025 | June 28, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Net sales | $521,308 | $605,962 | $(84,654) | (14.0)% | | Adjusted EBITDA | $81,235 | $182,568 | $(101,333) | (55.5)% | | Adjusted EBITDA margin | 15.6% | 30.1% | | | - The decrease in net sales was primarily due to a **15.2% decrease** in average selling prices, partially offset by a **1.6% increase** in volume[118](index=118&type=chunk) [Safety & Infrastructure (Three months)](index=29&type=section&id=Safety%20%26%20Infrastructure%20(Three%20months)) Safety & Infrastructure saw slight net sales decrease but increased Adjusted EBITDA and margin, driven by improved profitability in construction, cable management, and metal framing products | Metric (in thousands) | June 27, 2025 | June 28, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Net sales | $213,963 | $217,024 | $(3,061) | (1.4)% | | Adjusted EBITDA | $30,731 | $30,042 | $689 | 2.3% | | Adjusted EBITDA margin | 14.4% | 13.8% | | | - The increase in Adjusted EBITDA and margin was largely related to increases associated with the construction business and cable management and metal framing products in North America[122](index=122&type=chunk) [RESULTS OF OPERATIONS (Nine months ended June 27, 2025 vs. June 28, 2024)](index=30&type=section&id=RESULTS%20OF%20OPERATIONS%20(Nine%20months%20ended%20June%2027,%202025%20vs.%20June%2028,%202024)) Consolidated results for the nine months ended June 27, 2025, show substantial decreases in net sales, gross profit, operating income, and net income, primarily due to decreased average selling prices and significant asset impairment charges | Metric (in thousands) | June 27, 2025 | June 28, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Net sales | $2,098,367 | $2,413,756 | $(315,389) | (13.1)% | | Cost of sales | $1,570,102 | $1,551,986 | $18,116 | 1.2% | | Gross profit | $528,265 | $861,770 | $(333,505) | (38.7)% | | Operating income | $79,930 | $522,719 | $(442,789) | (84.7)% | | Net income | $39,243 | $399,753 | $(360,510) | (90.2)% | - Net sales decreased primarily due to a **13.6% decrease** in average selling prices, partially offset by a **0.5% increase** in volume[124](index=124&type=chunk) - Cost of sales increased due to higher freight costs, sales volume, and decreased benefit from solar energy tax credits, partially offset by lower input costs and divestitures[125](index=125&type=chunk) - Asset impairment charges of **$127.7 million** were recorded for the nine months ended June 27, 2025, related to HDPE assets[128](index=128&type=chunk) - Other expense, net, increased significantly due to the **$6.1 million** loss on the sale of Northwest Polymers[130](index=130&type=chunk) - The income tax rate decreased to **16.8%** due to the benefit from solar energy tax credits[131](index=131&type=chunk) [SEGMENT RESULTS (Nine months ended June 27, 2025 vs. June 28, 2024)](index=32&type=section&id=SEGMENT%20RESULTS%20(Nine%20months%20ended%20June%2027,%202025%20vs.%20June%2028,%202024)) Electrical segment net sales and Adjusted EBITDA substantially declined due to lower selling prices, while Safety & Infrastructure maintained stable sales and increased Adjusted EBITDA from cost management and higher volume [Electrical (Nine months)](index=32&type=section&id=Electrical%20(Nine%20months)) The Electrical segment experienced significant decreases in net sales and Adjusted EBITDA for the nine months ended June 27, 2025, primarily due to lower average selling prices | Metric (in thousands) | June 27, 2025 | June 28, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Net sales | $1,479,340 | $1,790,443 | $(311,103) | (17.4)% | | Adjusted EBITDA | $264,564 | $582,679 | $(318,115) | (54.6)% | | Adjusted EBITDA margin | 17.9% | 32.5% | | | - The decrease in net sales was primarily attributed to a **17.0% decrease** in average selling prices, divestitures, and decreased sales volume[133](index=133&type=chunk) [Safety & Infrastructure (Nine months)](index=32&type=section&id=Safety%20%26%20Infrastructure%20(Nine%20months)) Safety & Infrastructure saw slight net sales decrease but notable increases in Adjusted EBITDA and margin, as cost reductions outpaced lower selling prices and higher volume | Metric (in thousands) | June 27, 2025 | June 28, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Net sales | $619,960 | $624,569 | $(4,609) | (0.7)% | | Adjusted EBITDA | $82,374 | $75,084 | $7,290 | 9.7% | | Adjusted EBITDA margin | 13.3% | 12.0% | | | - The increase in Adjusted EBITDA and margin was largely due to decreases in costs outpacing decreases in average selling price and higher volume[138](index=138&type=chunk) [LIQUIDITY AND CAPITAL RESOURCES](index=33&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) The Company maintains sufficient liquidity with **$331.0 million** in cash and full ABL Credit Facility availability, despite significant decreases in cash flows from operating, investing, and financing activities - Cash and cash equivalents were **$331.0 million** as of June 27, 2025, with **$93.7 million** held at non-U.S. subsidiaries[139](index=139&type=chunk) - The Company had **$325.0 million** available under its ABL Credit Facility as of June 27, 2025, with no outstanding borrowings[140](index=140&type=chunk) - The Company expects ongoing liquidity needs to be funded by cash on hand, operating activities, and the ABL Credit Facility for at least the next twelve months[144](index=144&type=chunk) Cash Flow Information (Nine months ended, in thousands) | Activity | June 27, 2025 | June 28, 2024 | | :-------------------- | :------------ | :------------ | | Operating activities | $192,359 | $349,957 | | Investing activities | $(69,302) | $(110,677) | | Financing activities | $(143,149) | $(324,595) | - The decrease in cash from operating activities was primarily due to decreased operating income, partially offset by less working capital used, asset impairment charges, and tax impacts[150](index=150&type=chunk) - The decrease in cash used in investing activities was due to lower capital expenditures and proceeds from asset sales[151](index=151&type=chunk) - The decrease in cash used in financing activities was primarily due to less cash used for common stock repurchases and issuance, partially offset by increased dividends[152](index=152&type=chunk) [CHANGES IN CRITICAL ACCOUNTING POLICIES AND ESTIMATES](index=35&type=section&id=CHANGES%20IN%20CRITICAL%20ACCOUNTING%20POLICIES%20AND%20ESTIMATES) This section highlights a change in accounting estimates for the HDPE business asset impairment, reducing the estimated useful life for customer relationship intangibles from **7 years to 3 years** - An asset impairment charge of **$127,733 thousand**, including **$92,397 thousand** against intangible assets (predominantly customer relationships), was recorded[153](index=153&type=chunk) - As a result of the impairment, the estimated remaining weighted average useful life for customer relationships intangibles was reduced from **7 years to 3 years** as of March 28, 2025[153](index=153&type=chunk) [RECENT ACCOUNTING STANDARDS](index=35&type=section&id=RECENT%20ACCOUNTING%20STANDARDS) This section refers to Note 1 for details on recent accounting pronouncements and their impact on the Company - Refer to Note 1, 'Basis of Presentation and Summary of Significant Accounting Policies,' for information on recent accounting standards[154](index=154&type=chunk) [FORWARD-LOOKING STATEMENTS](index=35&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section provides a cautionary statement regarding forward-looking statements, emphasizing that actual results may differ materially due to various known and unknown risks and uncertainties - The report contains forward-looking statements based on management's beliefs and assumptions, which are subject to known and unknown risks and uncertainties[155](index=155&type=chunk)[156](index=156&type=chunk) - Key risk factors include declines in economic conditions, weakness in the non-residential construction industry, pricing pressure, raw material costs, regulatory changes, and various legal and operational risks[156](index=156&type=chunk)[157](index=157&type=chunk) - The Company cautions that actual performance and outcomes may differ materially from expectations and does not undertake to update or revise any forward-looking statements[156](index=156&type=chunk)[158](index=158&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) No material changes to quantitative and qualitative disclosures about market risks have occurred since the Company's most recent Annual Report on Form 10-K filing - No material changes to quantitative and qualitative disclosures about market risks have occurred since the Annual Report on Form 10-K filing[160](index=160&type=chunk) [Item 4. Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded disclosure controls and procedures were effective as of June 27, 2025, with no material changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=37&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded disclosure controls and procedures were effective as of June 27, 2025, ensuring timely and accurate information reporting - Management, with CEO and CFO participation, evaluated disclosure controls and procedures as of June 27, 2025[161](index=161&type=chunk) - They concluded that disclosure controls and procedures were effective to provide reasonable assurance for timely and accurate information reporting[162](index=162&type=chunk) [Changes in Internal Control over Financial Reporting](index=37&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) No material changes to the Company's internal control over financial reporting occurred during the most recent fiscal quarter - No material changes to internal control over financial reporting occurred during the most recent fiscal quarter[163](index=163&type=chunk) [PART II. OTHER INFORMATION](index=38&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 15, 'Commitments and Contingencies,' for a discussion of certain litigation involving the Company - For a discussion of legal proceedings, refer to Note 15, 'Commitments and Contingencies,' in the unaudited condensed consolidated financial statements[165](index=165&type=chunk) [Item 1A. Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) This section updates certain risk factors from the Form 10-K, re-prioritizing 'widespread outbreak of diseases' and restating headings for regulatory and foreign law changes - The risk of 'widespread outbreak of diseases' has been lowered in priority from the third highest risk in the Form 10-K[166](index=166&type=chunk) - Risk headings for 'changes in federal, state, local and international government regulations and trade policies' and 'changes in foreign laws and legal systems' have been restated, with no change to their content[166](index=166&type=chunk)[167](index=167&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the **$500.0 million** 2024 share repurchase plan, with **$328.1 million** remaining as of June 27, 2025, and no purchases made in the second quarter of fiscal 2025 - The Board of Directors approved the 2024 Plan on May 2, 2024, authorizing up to **$500.0 million** in common stock repurchases[168](index=168&type=chunk) - As of June 27, 2025, **$328.1 million** of purchases remained under the 2024 Plan[168](index=168&type=chunk) - No share purchases were made under the 2024 Plan during the second quarter of fiscal 2025 (March 29, 2025, to June 27, 2025)[169](index=169&type=chunk) [Item 3. Defaults Upon Senior Securities](index=38&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to the Company - This item is not applicable[170](index=170&type=chunk) [Item 4. Mine Safety Disclosures](index=39&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - This item is not applicable[171](index=171&type=chunk) [Item 5. Other Information](index=39&type=section&id=Item%205.%20Other%20Information) No activity occurred during the quarter ended June 27, 2025, requiring disclosure under Item 408(a) of Regulation S-K - No activity occurred during the quarter ended June 27, 2025, requiring disclosure under Item 408(a) of Regulation S-K[173](index=173&type=chunk) [Item 6. Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Quarterly Report on Form 10-Q, including agreements, certifications, and XBRL documents - Exhibits include a Letter Agreement, Amendment Number Four to Credit Agreement, CEO and CFO certifications (pursuant to Exchange Act Rule 13a-14 and 18 U.S.C. Section 1350), and XBRL Instance, Taxonomy Schema, Calculation, Definition, Labels, and Presentation Linkbase Documents[175](index=175&type=chunk) [SIGNATURES](index=41&type=section&id=SIGNATURES) This section contains the required signatures, certifying the due authorization and filing of the report on behalf of Atkore Inc - The report is signed by John M. Deitzer, Vice President and Chief Financial Officer, on behalf of Atkore Inc. on August 4, 2025[178](index=178&type=chunk)

[Executive Summary](index=1&type=section&id=Executive%20Summary) Atkore Inc. achieved strong Q3 2025 results, meeting the high end of guidance for Net Sales, Adjusted EBITDA, and Adjusted EPS, while maintaining its full-year outlook [Q3 2025 Highlights](index=1&type=section&id=Q3%202025%20Highlights) Atkore Inc. achieved strong Q3 2025 results, meeting the high end of guidance for Net Sales, Adjusted EBITDA, and Adjusted EPS, while maintaining its full-year outlook - Atkore delivered strong financial results for Q3 2025, with **Net Sales**, **Adjusted EBITDA**, and **Adjusted EPS** reaching the top end of previously guided ranges[3](index=3&type=chunk) - Organic volume grew **2% year-over-year**, accompanied by solid productivity improvements[3](index=3&type=chunk) Q3 2025 Key Financial Highlights (YoY Change) | Metric | Q3 2025 Value | Q3 2024 Value | Change | % Change | Source Chunk | | :-------------------------------- | :------------ | :------------ | :----- | :------- | :----------- | | Net sales | $735.0 million | $822.4 million | $(87.3) million | (10.6)% | 4, 5 | | Net income | $43.0 million | $123.4 million | $(80.5) million | (65.2)% | 4, 5 | | Adjusted EBITDA | $99.9 million | $206.1 million | $(106.2) million | (51.5)% | 4, 5 | | Net income per diluted share | $1.25 | $3.33 | $(2.08) | - | 5 | | Adjusted net income per diluted share | $1.63 | $3.80 | $(2.17) | - | 5 | - The Board of Directors approved a quarterly dividend payment of **$0.33 per share**, payable on August 29, 2025[5](index=5&type=chunk) [CEO Commentary & Retirement](index=1&type=section&id=CEO%20Commentary%20%26%20Retirement) Bill Waltz, Atkore's President and CEO, expressed pride in the team's achievements and confidence in future growth, announcing his decision to retire - Bill Waltz, President and CEO, announced his decision to retire from Atkore, with a focus on ensuring a seamless transition until a successor is appointed[3](index=3&type=chunk) - Waltz highlighted the company's strength derived from its strategy, process, and people[3](index=3&type=chunk) [Consolidated Financial Results (Q3 2025)](index=1&type=section&id=Consolidated%20Financial%20Results%20(Q3%202025)) Consolidated financial results for Q3 2025 show significant year-over-year declines across key metrics, including net sales, gross profit, and net income [Net Sales Analysis](index=1&type=section&id=Net%20Sales%20Analysis) Consolidated net sales for Q3 2025 decreased by 10.6% year-over-year, primarily driven by a significant decline in average selling prices and the impact of divestitures Consolidated Net Sales (Q3 2025 vs. Q3 2024) | Metric | Q3 2025 | Q3 2024 | Change | % Change | Source Chunk | | :-------- | :-------- | :-------- | :----- | :------- | :----------- | | Net sales | $735.0 million | $822.4 million | $(87.3) million | (10.6)% | 4, 6 | - The decrease in net sales was primarily due to decreased average selling prices (**$100.5 million**) and the impact of fiscal 2025 divestitures (**$4.2 million**), partially offset by increased sales volume (**$15.4 million**)[6](index=6&type=chunk) [Gross Profit & Margin Analysis](index=2&type=section&id=Gross%20Profit%20%26%20Margin%20Analysis) Gross profit saw a substantial decrease of 38.5% in Q3 2025, leading to a significant drop in gross margin, mainly due to lower average selling prices and increased freight costs Consolidated Gross Profit & Margin (Q3 2025 vs. Q3 2024) | Metric | Q3 2025 | Q3 2024 | Change | % Change | Source Chunk | | :---------- | :-------- | :-------- | :----- | :------- | :----------- | | Gross profit | $172.1 million | $279.7 million | $(107.6) million | (38.5)% | 7 | | Gross margin | 23.4% | 34.0% | (10.6) pp | - | 7 | - The decline in gross profit was primarily driven by decreased average selling prices (**$100.5 million**) and increased freight costs (**$4.2 million**)[7](index=7&type=chunk) [Net Income Analysis](index=1&type=section&id=Net%20Income%20Analysis) Net income for Q3 2025 decreased significantly by 65.2% year-over-year, primarily due to lower gross profit, partially mitigated by reduced income tax expense and intangible amortization Consolidated Net Income (Q3 2025 vs. Q3 2024) | Metric | Q3 2025 | Q3 2024 | Change | % Change | Source Chunk | | :--------- | :-------- | :-------- | :----- | :------- | :----------- | | Net income | $43.0 million | $123.4 million | $(80.5) million | (65.2)% | 4, 8 | - The decrease was mainly attributed to lower gross profit (**$107.6 million**), partially offset by lower income tax expense (**$22.4 million**) and lower intangible amortization (**$3.1 million**)[8](index=8&type=chunk) [Adjusted EBITDA Analysis](index=1&type=section&id=Adjusted%20EBITDA%20Analysis) Adjusted EBITDA decreased by 51.5% in Q3 2025 compared to the prior year, primarily due to the decline in gross profit Consolidated Adjusted EBITDA (Q3 2025 vs. Q3 2024) | Metric | Q3 2025 | Q3 2024 | Change | % Change | Source Chunk | | :-------------- | :-------- | :-------- | :----- | :------- | :----------- | | Adjusted EBITDA | $99.9 million | $206.1 million | $(106.2) million | (51.5)% | 4, 9 | - The decrease in Adjusted EBITDA was primarily driven by lower gross profit[9](index=9&type=chunk) [Earnings Per Share (EPS) Analysis](index=1&type=section&id=Earnings%20Per%20Share%20(EPS)%20Analysis) Both GAAP and Adjusted diluted EPS decreased significantly in Q3 2025, primarily reflecting the lower net income for the quarter Diluted EPS (Q3 2025 vs. Q3 2024) | Metric | Q3 2025 | Q3 2024 | Change | Source Chunk | | :-------------------------------- | :------ | :------ | :----- | :----------- | | Net income per diluted share (GAAP) | $1.25 | $3.33 | $(2.08) | 5, 10 | | Adjusted net income per diluted share | $1.63 | $3.80 | $(2.17) | 5, 10 | - The decrease in diluted earnings per share is primarily attributed to lower net income in the quarter[10](index=10&type=chunk) [Segment Results (Q3 2025)](index=2&type=section&id=Segment%20Results%20(Q3%202025)) Segment results for Q3 2025 indicate varied performance, with the Electrical segment experiencing declines while Safety & Infrastructure showed resilience [Electrical Segment](index=2&type=section&id=Electrical%20Segment) The Electrical segment experienced a notable decline in net sales and Adjusted EBITDA in Q3 2025, primarily due to decreased average selling prices and divestitures Electrical Segment Performance (Q3 2025 vs. Q3 2024) | Metric | Q3 2025 | Q3 2024 | Change | % Change | Source Chunk | | :-------------------- | :-------- | :-------- | :----- | :------- | :----------- | | Net sales | $521.3 million | $606.0 million | $(84.7) million | (14.0)% | 4, 11 | | Adjusted EBITDA | $81.2 million | $182.6 million | $(101.3) million | (55.5)% | 4, 12 | | Adjusted EBITDA margin | 15.6% | 30.1% | (14.5) pp | - | 12 | - The decrease in net sales was primarily due to decreased average selling prices (**$92.2 million**) and fiscal 2025 divestitures (**$4.2 million**), partially offset by increased sales volume (**$9.5 million**)[11](index=11&type=chunk) - The decline in Adjusted EBITDA and Adjusted EBITDA margin was largely due to lower average selling prices[12](index=12&type=chunk) [Safety & Infrastructure Segment](index=2&type=section&id=Safety%20%26%20Infrastructure%20Segment) The Safety & Infrastructure segment saw a slight decrease in net sales but an increase in Adjusted EBITDA and Adjusted EBITDA margin in Q3 2025, driven by higher sales volume and improvements Safety & Infrastructure Segment Performance (Q3 2025 vs. Q3 2024) | Metric | Q3 2025 | Q3 2024 | Change | % Change | Source Chunk | | :-------------------- | :-------- | :-------- | :----- | :------- | :----------- | | Net sales | $214.0 million | $217.0 million | $(3.1) million | (1.4)% | 4, 13 | | Adjusted EBITDA | $30.7 million | $30.0 million | $0.7 million | 2.3% | 4, 14 | | Adjusted EBITDA margin | 14.4% | 13.8% | 0.6 pp | - | 14 | - The net sales decrease was primarily attributed to lower selling prices (**$8.3 million**), partially offset by higher sales volume (**$5.9 million**)[13](index=13&type=chunk) - The increase in Adjusted EBITDA and margin was largely due to improvements in the construction business and cable management and metal framing products in North America[14](index=14&type=chunk) [Liquidity & Capital Resources](index=3&type=section&id=Liquidity%20%26%20Capital%20Resources) The company's liquidity position is supported by a declared quarterly dividend, reflecting its capital allocation strategy [Dividend Declaration](index=3&type=section&id=Dividend%20Declaration) Atkore's Board of Directors approved a quarterly dividend payment of $0.33 per share of common stock - A quarterly dividend of **$0.33 per share** of common stock was approved on July 30, 2025[15](index=15&type=chunk) - The dividend is payable on August 29, 2025, to stockholders of record on August 19, 2025[15](index=15&type=chunk) [Full-Year Outlook (FY2025)](index=3&type=section&id=Full-Year%20Outlook%20(FY2025)) Atkore is maintaining its full-year Adjusted EBITDA outlook midpoint and increasing its Adjusted net income per diluted share midpoint for fiscal year 2025 FY2025 Full-Year Outlook | Metric | Previous Outlook | Updated Outlook | Source Chunk | | :-------------------------------- | :--------------- | :-------------- | :----------- | | Adjusted EBITDA midpoint | $400 million | $400 million (range $390M - $410M) | 5, 16 | | Adjusted net income per diluted share midpoint | - | $6.50 (range $6.25 - $6.75) | 5, 16 | - The outlook may vary due to changes in assumptions, market conditions, and other factors[16](index=16&type=chunk) [Company Information](index=3&type=section&id=Company%20Information) This section provides an overview of Atkore Inc., including its business, investor relations, and communication policies [About Atkore Inc.](index=3&type=section&id=About%20Atkore%20Inc.) Atkore Inc. is a leading manufacturer of electrical products, providing sustainable solutions for electrification and digital transformation with 5,600 employees and $3.2 billion in sales in fiscal year 2024 - Atkore is a leading manufacturer of electrical products for commercial, industrial, data center, telecommunications, and solar applications[20](index=20&type=chunk) - The company has **5,600 employees** and reported **$3.2 billion in sales** in fiscal year 2024[20](index=20&type=chunk) - Atkore delivers sustainable solutions to meet the growing demands of electrification and digital transformation[20](index=20&type=chunk) [Conference Call & Investor Relations](index=3&type=section&id=Conference%20Call%20%26%20Investor%20Relations) Atkore hosted a conference call on August 5, 2025, to discuss financial results, with replay and webcast options available for investors - A conference call was held on August 5, 2025, at 8 a.m. Eastern time to discuss financial results[17](index=17&type=chunk) - Investors can access the webcast and replay via the Investor Relations section of the company's website[18](index=18&type=chunk) [Dissemination of Company Information](index=3&type=section&id=Dissemination%20of%20Company%20Information) Atkore plans to disseminate future company developments and financial performance through its website, press releases, SEC filings, conference calls, media broadcasts, and webcasts - Atkore will make future announcements via its website (www.atkore.com), press releases, SEC filings, conference calls, media broadcasts, and webcasts[21](index=21&type=chunk) [Contacts](index=3&type=section&id=Contacts) Contact information for media and investor relations is provided for inquiries regarding Atkore Inc - Media Contact: Lisa Winter, Vice President - Communications (**708-225-2453**, AtkoreCommunications@atkore.com)[22](index=22&type=chunk) - Investor Contact: Matthew Kline, Vice President - Treasury & Investor Relations (**708-225-2116**, Investors@atkore.com)[22](index=22&type=chunk) [Forward-Looking Statements](index=5&type=section&id=Forward-Looking%20Statements) This section outlines the inherent risks and uncertainties associated with forward-looking statements, emphasizing that actual results may differ materially from projections due to various factors - Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the company's control[24](index=24&type=chunk) - Actual performance and outcomes may differ materially from those made or suggested in forward-looking statements[24](index=24&type=chunk) - Important factors that could cause differences include declines in general business and economic conditions, weakness in the non-residential construction industry, changes in raw material prices, intense competition, and regulatory changes[25](index=25&type=chunk) [Non-GAAP Financial Measures](index=6&type=section&id=Non-GAAP%20Financial%20Measures) This section defines and explains the non-GAAP financial measures used by the company, including Adjusted EBITDA, Adjusted Net Income, and Free Cash Flow [Adjusted EBITDA and Adjusted EBITDA Margin](index=6&type=section&id=Adjusted%20EBITDA%20and%20Adjusted%20EBITDA%20Margin) Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures used by management to evaluate business performance and profitability, providing insights into operating trends and strategies - Adjusted EBITDA is defined as net income (loss) before income taxes, adjusted for unallocated expenses, depreciation and amortization, interest expense, stock-based compensation, and other specific items[29](index=29&type=chunk) - Adjusted EBITDA margin is Adjusted EBITDA as a percentage of Net sales[29](index=29&type=chunk) - These measures are used for evaluating business performance, preparing operating budgets, viewing operating trends, and identifying improvement strategies[28](index=28&type=chunk) [Adjusted Net Income and Adjusted Net Income per Share](index=6&type=section&id=Adjusted%20Net%20Income%20and%20Adjusted%20Net%20Income%20per%20Share) Adjusted net income and Adjusted net income per share are non-GAAP measures that provide additional views of the company's results by excluding the impact of unusual and certain non-cash items - Adjusted net income is defined as net income before stock-based compensation, loss on extinguishment of debt, asset impairment charges, intangible asset amortization, and other specific items, along with their tax effects[31](index=31&type=chunk)[32](index=32&type=chunk) - Adjusted net income per share excludes the per share impact of these adjustments[32](index=32&type=chunk) - These measures offer insights into performance and profitability by excluding unusual and non-cash items[31](index=31&type=chunk) [Free Cash Flow](index=7&type=section&id=Free%20Cash%20Flow) Free Cash Flow is a non-GAAP measure defined as net cash provided by (used in) operating activities less capital expenditures, providing meaningful information regarding the company's liquidity - Free Cash Flow is defined as net cash provided by (used in) operating activities, less capital expenditures[33](index=33&type=chunk) - This measure provides meaningful information regarding the Company's liquidity[33](index=33&type=chunk) [Financial Statements](index=8&type=section&id=Financial%20Statements) This section presents the condensed consolidated statements of operations, balance sheets, and cash flows for the reported periods [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The condensed consolidated statements of operations show a significant decline in net income for both the three and nine months ended June 27, 2025, compared to the prior year Condensed Consolidated Statements of Operations (Key Figures, in thousands) | Metric | Three months ended June 27, 2025 | Three months ended June 28, 2024 | Nine months ended June 27, 2025 | Nine months ended June 28, 2024 | Source Chunk | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | :----------- | | Net sales | $735,045 | $822,364 | $2,098,367 | $2,413,756 | 35 | | Gross profit | $172,060 | $279,655 | $528,265 | $861,770 | 35 | | Operating income | $63,813 | $168,452 | $79,930 | $522,719 | 35 | | Net income | $42,962 | $123,417 | $39,243 | $399,753 | 35 | | Diluted Net income per share | $1.25 | $3.33 | $1.14 | $10.61 | 35 | [Condensed Consolidated Balance Sheets](index=9&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet as of June 27, 2025, shows a decrease in total assets and total equity compared to September 30, 2024, with notable changes in intangible assets and retained earnings Condensed Consolidated Balance Sheets (Key Figures, in thousands) | Metric | June 27, 2025 | September 30, 2024 | Source Chunk | | :-------------------------- | :-------------- | :----------------- | :----------- | | Total Assets | $2,917,152 | $3,021,403 | 37 | | Total Liabilities | $1,451,432 | $1,481,503 | 37 | | Total Equity | $1,465,720 | $1,539,900 | 37 | | Cash and cash equivalents | $331,017 | $351,385 | 37 | | Intangible assets, net | $208,566 | $340,431 | 37 | | Retained earnings | $954,589 | $1,049,390 | 37 | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended June 27, 2025, net cash provided by operating activities decreased significantly compared to the prior year, while net cash used in investing and financing activities also saw changes Condensed Consolidated Statements of Cash Flows (Key Figures, in thousands) | Metric | Nine months ended June 27, 2025 | Nine months ended June 28, 2024 | Source Chunk | | :---------------------------------- | :------------------------------ | :------------------------------ | :----------- | | Net cash provided by operating activities | $192,359 | $349,957 | 38 | | Net cash used in investing activities | $(69,302) | $(110,677) | 38 | | Net cash used in financing activities | $(143,149) | $(324,595) | 38 | | Decrease in cash and cash equivalents | $(20,368) | $(84,457) | 38 | | Cash and cash equivalents at end of period | $331,017 | $303,657 | 38 | Free Cash Flow (Nine months ended, in thousands) | Metric | Nine months ended June 27, 2025 | Nine months ended June 28, 2024 | Source Chunk | | :----------- | :------------------------------ | :------------------------------ | :----------- | | Free Cash Flow | $107,439 | $244,859 | 39 | [Non-GAAP Reconciliations](index=12&type=section&id=Non-GAAP%20Reconciliations) This section provides detailed reconciliations of non-GAAP financial measures, including Adjusted EBITDA, Adjusted Net Income, and Net Debt, to their most directly comparable GAAP measures [Adjusted EBITDA Reconciliation](index=12&type=section&id=Adjusted%20EBITDA%20Reconciliation) This section provides a reconciliation of Adjusted EBITDA to net income for the three and nine months ended June 27, 2025, detailing the adjustments made from GAAP net income Adjusted EBITDA Reconciliation (Q3 & YTD, in thousands) | Metric | Three months ended June 27, 2025 | Three months ended June 28, 2024 | Nine months ended June 27, 2025 | Nine months ended June 28, 2024 | Source Chunk | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | :----------- | | Net income | $42,962 | $123,417 | $39,243 | $399,753 | 42 | | Interest expense, net | $8,873 | $9,944 | $25,343 | $26,058 | 42 | | Income tax expense | $12,128 | $34,531 | $7,935 | $95,606 | 42 | | Depreciation and amortization | $29,033 | $29,932 | $87,603 | $88,407 | 42 | | Stock-based compensation | $7,246 | $4,488 | $21,056 | $14,273 | 42 | | Asset impairment charges | — | — | $127,733 | — | 42 | | Adjusted EBITDA | $99,921 | $206,125 | $315,479 | $631,563 | 42 | [Segment Information (Net Sales & Adjusted EBITDA Margin)](index=13&type=section&id=Segment%20Information%20(Net%20Sales%20%26%20Adjusted%20EBITDA%20Margin)) This section provides a detailed breakdown of Net sales and Adjusted EBITDA margin for the Electrical and Safety & Infrastructure segments for both the three and nine months ended June 27, 2025 Segment Net Sales and Adjusted EBITDA Margin (Q3 & YTD, in thousands) | Segment | Metric | Three months ended June 27, 2025 | Three months ended June 28, 2024 | Nine months ended June 27, 2025 | Nine months ended June 28, 2024 | Source Chunk | | :---------------------- | :-------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | :----------- | | Electrical | Net sales | $521,308 | $605,962 | $1,479,340 | $1,790,443 | 45 | | | Adjusted EBITDA | $81,235 | $182,568 | $264,564 | $582,679 | 45 | | | Adjusted EBITDA margin | 15.6% | 30.1% | 17.9% | 32.5% | 45 | | Safety & Infrastructure | Net sales | $213,963 | $217,024 | $619,960 | $624,569 | 45 | | | Adjusted EBITDA | $30,731 | $30,042 | $82,374 | $75,084 | 45 | | | Adjusted EBITDA margin | 14.4% | 13.8% | 13.3% | 12.0% | 45 | [Adjusted Net Income Per Diluted Share Reconciliation](index=14&type=section&id=Adjusted%20Net%20Income%20Per%20Diluted%20Share%20Reconciliation) This section reconciles Adjusted net income to GAAP net income and calculates Adjusted net income per diluted share for the three and nine months ended June 27, 2025, showing the impact of various adjustments Adjusted Net Income Per Diluted Share Reconciliation (Q3 & YTD, in thousands, except per share data) | Metric | Three months ended June 27, 2025 | Three months ended June 28, 2024 | Nine months ended June 27, 2025 | Nine months ended June 28, 2024 | Source Chunk | | :-------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | :----------- | | Net income | $42,962 | $123,417 | $39,243 | $399,753 | 47 | | Stock-based compensation | $7,246 | $4,488 | $21,056 | $14,273 | 47 | | Intangible asset amortization | $10,108 | $13,216 | $31,972 | $41,904 | 47 | | Asset impairment charges | — | — | $127,733 | — | 47 | | Adjusted net income | $55,304 | $139,046 | $182,407 | $446,241 | 47 | | Diluted weighted average common shares outstanding | 33,853 | 36,616 | 34,391 | 37,174 | 47 | | Adjusted net income per diluted share | $1.63 | $3.80 | $5.30 | $12.00 | 47 | [Net Debt Reconciliation](index=15&type=section&id=Net%20Debt%20Reconciliation) This section presents the reconciliation of Net debt to Total debt across several quarters, showing the calculation of net debt by subtracting cash and cash equivalents from total debt Net Debt Reconciliation (Quarterly, in thousands) | Metric | June 27, 2025 | March 28, 2025 | December 27, 2024 | September 30, 2024 | June 28, 2024 | March 29, 2024 | Source Chunk | | :------------------------ | :-------------- | :------------- | :---------------- | :----------------- | :------------ | :------------- | :----------- | | Long-term debt | $764,387 | $765,913 | $765,375 | $764,838 | $764,300 | $763,762 | 50 | | Total debt | $764,387 | $765,913 | $765,375 | $764,838 | $764,300 | $763,762 | 50 | | Less cash and cash equivalents | $331,017 | $330,385 | $310,444 | $351,385 | $303,657 | $368,050 | 50 | | Net debt | $433,370 | $435,528 | $454,931 | $413,453 | $460,643 | $395,712 | 50 | [Trailing Twelve Months Adjusted EBITDA Reconciliation](index=16&type=section&id=Trailing%20Twelve%20Months%20Adjusted%20EBITDA%20Reconciliation) This section provides a reconciliation of Adjusted EBITDA for the trailing twelve months (TTM) ended June 27, 2025, by summing the Adjusted EBITDA from the current and preceding three quarters Trailing Twelve Months Adjusted EBITDA Reconciliation (in thousands) | Metric | TTM June 27, 2025 | Q3 2025 (June 27, 2025) | Q2 2025 (March 28, 2025) | Q1 2025 (December 27, 2024) | Q4 2024 (September 30, 2024) | Source Chunk | | :-------------------------- | :------------------ | :---------------------- | :----------------------- | :-------------------------- | :-------------------------- | :----------- | | Net income (loss) | $112,360 | $42,962 | $(50,057) | $46,336 | $73,119 | 52 | | Interest expense, net | $34,869 | $8,873 | $8,261 | $8,209 | $9,526 | 52 | | Income tax expense (benefit) | $26,694 | $12,128 | $(16,452) | $12,260 | $18,759 | 52 | | Depreciation and amortization | $120,215 | $29,033 | $29,238 | $29,333 | $32,611 | 52 | | Stock-based compensation | $27,083 | $7,246 | $7,713 | $6,097 | $6,027 | 52 | | Loss on sale of business | $6,101 | — | $6,101 | — | — | 52 | | Asset impairment charges | $127,733 | — | $127,733 | — | — | 52 | | Adjusted EBITDA | $455,629 | $99,921 | $116,408 | $99,150 | $140,150 | 52 |

Core Viewpoint - Bragar Eagel & Squire, P.C. is investigating potential claims against Atkore Inc. due to a class action complaint alleging breaches of fiduciary duties by the company's board of directors during the specified class period [1][2]. Group 1: Allegations Against Atkore - The class action alleges that Atkore made materially false and misleading statements regarding its business operations and prospects [2]. - Specific allegations include Atkore's involvement in an anticompetitive price-fixing scheme that artificially inflated the price of PVC pipes, leading to unsustainable financial benefits [2]. - As the price-fixing scheme was exposed, Atkore faced a substantial decrease in the price of PVC pipes, negatively impacting its business and operations [2]. Group 2: Legal Rights and Contact Information - Long-term stockholders of Atkore are encouraged to contact Bragar Eagel & Squire for information regarding their legal rights and potential claims [3]. - The law firm offers a no-cost consultation for those interested in learning more about the claims against Atkore [3][4].

Core Viewpoint - Kaskela Law LLC is investigating potential breach of fiduciary duty claims against Atkore Inc. on behalf of long-term shareholders due to allegations of securities fraud and anticompetitive behavior [1][2]. Summary by Relevant Sections Allegations of Misconduct - A securities fraud complaint has been filed against Atkore, claiming that during the Class Period (February 1, 2024, to February 3, 2025), the company and its executives made materially false statements and failed to disclose an anticompetitive price-fixing scheme that inflated PVC pipe prices [2][3]. - The complaint alleges that Atkore benefited financially from this scheme, which became unsustainable once exposed, leading to a significant drop in PVC pipe prices [3]. Financial Impact - On February 4, 2025, Atkore announced its Q1 fiscal year 2025 results, reporting net sales of $661.6 million, which fell short of analysts' expectations of $680.7 million [4]. - The company also reduced its adjusted EPS and EBITDA guidance for the remainder of fiscal year 2025, attributing a significant portion of the guidance reduction (approximately $75 million or 3/4) to poor performance in its PVC business [4]. - Following this announcement, Atkore's stock price dropped by $15.59, nearly 20%, closing at $64.13 per share on unusually high trading volume [4]. Investigation Details - The investigation aims to determine if Atkore's board of directors violated securities laws or breached fiduciary duties related to the alleged misconduct [5]. - Current shareholders who have held Atkore shares since at least February 1, 2024, are encouraged to contact Kaskela Law LLC for more information regarding their legal rights and options [5].

Core Viewpoint - Insteel Industries, Inc. (IIIN) and Atkore Inc. (ATKR) are positioned to benefit from growth in the construction sector, driven by repair and remodeling activities, with each company having distinct strengths and challenges in their respective markets [1]. Insteel Industries - IIIN is a leader in manufacturing steel wire reinforcing products for concrete construction, experiencing strong demand due to increased construction activity and contributions from acquired assets [2][3]. - In the second quarter of fiscal 2025, IIIN's net sales rose 26.1% year-over-year to $160.7 million, with shipments increasing by 28.9% [3]. - The company anticipates growth in the non-residential construction market, supported by federal funding from the Infrastructure Investment and Jobs Act, which is expected to enhance project activity [4]. - IIIN is focused on acquisitions to expand its customer base and product lines, including the acquisition of EWP and O'Brien Wire Products, which strengthened its position in the Midwest and enhanced its product offerings [5]. - In the first half of fiscal 2025, IIIN returned $20.6 million to shareholders in dividends and repurchased $1.7 million in shares [6]. Atkore Inc. - ATKR specializes in diversified electrical infrastructure products and is benefiting from strong demand in the data center market for its metal framing and cable management solutions [7]. - The company has invested in enhancing its construction services, leading to a 3.4% year-over-year increase in organic revenues in the Safety & Infrastructure segment in the second quarter of fiscal 2025 [8]. - In the first half of fiscal 2025, ATKR paid $22 million in dividends and repurchased $100 million in shares, with a 3.1% dividend increase announced in April 2025 [9]. - However, ATKR faces challenges with rising operating costs, as its cost of sales increased by 3% year-over-year, leading to a decline in gross margin by 1,040 basis points to 26.4% [10]. Earnings Estimates - The Zacks Consensus Estimate for IIIN's fiscal 2025 earnings is $1.86 per share, reflecting a 34.8% increase over the past 30 days and an 87.9% year-over-year growth [11]. - For ATKR, the fiscal 2025 earnings estimate stands at $6.00 per share, indicating a 3.6% increase over the past 30 days but a year-over-year decline of 52.7% [11]. Stock Performance and Valuation - Over the past three months, IIIN shares have increased by 27.5%, while ATKR stock has gained 4.3% [13]. - IIIN is trading at a forward price-to-earnings ratio of 14.46X, below its two-year median of 15.43X, whereas ATKR's forward earnings multiple is 11.53X, above its median of 9.73X [14]. Final Assessment - IIIN's strong momentum in the non-residential construction market, along with strategic acquisitions and growth investments, positions it favorably for future growth [15]. - In contrast, ATKR's profitability is being impacted by rising costs, despite its strengths in the Safety & Infrastructure segment [15]. - Based on current factors, IIIN is viewed as a more attractive investment compared to ATKR, with IIIN holding a Zacks Rank of 1 (Strong Buy) and ATKR a Zacks Rank of 3 (Hold) [16].

Group 1 - Atkore Inc. (ATKR) was initiated with a Buy rating due to its forward PEG ratio of 0.88x, indicating potential undervaluation [1] - The investment strategy at Henriot Capital emphasizes a quant-driven approach, relying on data-driven models for stock selection without human bias [1] Group 2 - The article does not disclose any positions in the mentioned companies, nor does it plan to initiate any within the next 72 hours [2] - The opinions expressed in the article are solely those of the author and do not reflect the views of Seeking Alpha [3]