10-K 1 atkr2017annualreport.htm 10-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
FORM 10-K
_________________________________________
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2017
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-37793
 _________________________________________
image32.gif
Atkore International Group Inc.
(Exact name of registrant as specified in its charter)
Delaware
 
90-0631463
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)
 
 
 
16100 South Lathrop Avenue, Harvey, Illinois 60426
(Address of principal executive offices) (Zip Code)
708-339-1610
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
 
 
Common stock, par value $0.01 per share
 
New York Stock Exchange
(Title of Each Class)
 
(Name of Each Exchange on which Registered)
Securities registered pursuant to Section 12 (g) of the Act:
 
 
 
None
 
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☐  No  ☒ 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ☐  No  ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒  No  ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ☒  No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
 
Accelerated filer ☐
 
Smaller reporting company ☐
Non-accelerated filer ☐
 
(Do not check if a smaller reporting company)
 
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act . ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐  No  ☒

The aggregate market value of the voting and non-voting common equity of Atkore International Group Inc. held by non-affiliates as of the close of business in March 31, 2017 was $854.5 million.
The number of shares of the registrant's common stock outstanding as of November 17, 201763,090,619 shares of common stock, par value $0.01 per share.
Documents incorporated by reference:
Portions of the registrant's proxy statement to be filed with the United States Securities and Exchange Commission in connection with the registrant's 2018 annual meeting of stockholders (the "Proxy Statement") are incorporated by reference into Part III hereof. Such Proxy Statement will be filed within 120 days of the registrant's fiscal year ended September 30, 2017.
 
 
 
 
 





Table of Contents
 
 
 
Page No.
 
 
 
PART I
 
 
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Properties
Item 3.
Legal Proceedings
Item 4.
Mine Safety Disclosures
PART II
 
 
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Item 6.
Selected Financial Data
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
Item 8.
Financial Statements and Supplementary Data
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
PART III
 
 
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accounting Fees and Services
PART IV
 
 
Item 15.
Exhibits and Financial Statement Schedules
Item 16.
Form 10-K Summary
 
Signatures
 
Exhibit Index




PART I
Item 1. Business
    
The following discussion of our business contains "forward-looking statements," as discussed in Part II, Item 7, ''Management's Discussion and Analysis of Financial Condition and Results of Operations'' below. Our business, operations and financial condition are subject to various risks as set forth in Part I, Item 1A, ''Risk Factors'' below. The following information should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations, the Financial Statements and Supplementary Data and related notes and the Risk Factors included elsewhere in this Annual Report on Form 10-K.

Company Overview

Atkore International Group Inc. (collectively with all its subsidiaries referred to in this Annual Report on Form 10-K as "Atkore," the "Company," "we," "us" and "our") was incorporated in the State of Delaware on November 4, 2010. Atkore is the sole stockholder of Atkore International Holdings Inc. ("AIH"), which in turn is the sole stockholder of Atkore International, Inc. ("AII").

We are a leading manufacturer of Electrical Raceway products primarily for the non-residential construction and renovation markets and Mechanical Products and Solutions ("MP&S") for the construction and industrial markets. Electrical Raceway products form the critical infrastructure that enables the deployment, isolation and protection of a structure's electrical circuitry from the original power source to the final outlet. MP&S frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications. We believe we hold #1 or #2 positions in the United States by net sales in the vast majority of our products. The quality of our products, the strength of our brands and our scale and national presence provide what we believe to be a unique set of competitive advantages that position us for profitable growth.

On June 9, 2016, the Company's Registration Statement on Form S-1 relating to an initial public offering ("IPO") of our common stock was declared effective by the SEC and on June 15, 2016, we completed the IPO at a price to the public of $16.00 per share. In connection with the IPO, CD&R Allied Holdings, L.P. (the "CD&R Investor"), an affiliate of Clayton, Dubilier & Rice, LLC ("CD&R") sold an aggregate of 12,000,000 shares of our common stock. The CD&R Investor received all of the net proceeds and bore all commissions and discounts from the sale of our common stock. We did not receive any proceeds from the IPO.

In a series of secondary offerings of our common stock during fiscal 2017, the CD&R Investor reduced its remaining ownership in our company to approximately 48% as of September 30, 2017. In August 2017, the Company announced that its board of directors had approved a share repurchase program for the repurchase of up to an aggregate amount of $75 million of the Company’s common stock. As the Company's share repurchase program progresses, the CD&R Investor's ownership percentage will gradually increase. See Item 5, ''Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities'' for additional information.
    
Our products

Our principal Electrical Raceway products include electrical conduit and fittings, armored cable and fittings, cable trays and mounting systems and fittings, which are critical components of the electrical infrastructure for new construction and maintenance, repair and remodel ("MR&R") markets. Our MP&S principal products are metal framing and in-line galvanized mechanical tube. Our metal framing products are used in the installation of electrical systems and various support structures. In total, we operate 30 manufacturing facilities and 31 distribution facilities that enable us to efficiently receive materials from our suppliers and deliver products to our customers. In fiscal 2017, 91% of our net sales were to customers located in the United States. In fiscal 2017, we expanded our global footprint in Europe, Middle East and Africa ("EMEA") and Asia Pacific ("APAC") with two acquisitions in the Electrical Raceway space, broadening the Electrical Raceway offerings in these regions beyond what had been previously offered by us.

An overview of our product offerings is provided below:

2



 
Product Category
 
Sample Products
 
Brands
 
Sample Product Images
Electrical Raceway
Metal Electrical Conduit and Fittings
 
Metal Conduit:
 
 
 
 
 
Electrical Metallic Tubing (EMT)
 
alliedimagea02.jpg
 
  metaleleccf.jpg


 
Intermediate Metal Conduit (IMC)
 
 
 
Galvanized Rigid Conduit (GRC)
 
columbiaimagea02.jpg
 
 
Metal Conduit Fittings:
 
 
 
Elbows
 
sciimagea02.jpg
 
metalcf.jpg    metalcf2.jpg
 
Couplings
 
 
 
Nipples
 
 
 
Conduit Bodies
 
 
PVC Electrical Conduit & Fittings
 
 
 
 
 
 
 
 
PVC Conduit:
 
 
 
 
 
Rigid Non-Metallic Conduit (RNC)
 
alliedimagea02.jpg
 
pvccf.jpg
 
PVC Conduit Fittings:
 
 
 
 
Elbows
 
 
 
 
Couplings
 
heritageplasticsimagea02.jpg
 
 
Conduit Bodies
 
 
 
Duct spacers
 
 
 
 
 
 
 
 
 
 
Corrosion Resistant Conduit
 
Stainless conduit
 
calbond.jpg
 
emtcleana01.jpg
 
PVC coated conduit
 
calbrite2.jpg
 
 
 
 
 
 
 
 
Flexible Electrical Conduit and Fittings
 
Flexible Electrical Conduit:
 
 
 
 
 
Flexible Metallic Conduit (FMC)
 
afc.jpg
 
flexcf.jpg
 
Liquidtight Flexible Metal Conduit (LFMC)
 
 
 
Liquidtight Flexible Non-Metallic Conduit (LNFC)
 
kaftechimagea02.jpg
 
 
Flexible Metallic Tubing (FMT)
 
 
 
Flexible Electrical Conduit Fittings:
 
flexicon-logo2010a02.jpg
 
 
Cord Connectors
 
 
 
 
Angle Connectors
 
 
 
 
 
 
 
 
 
 
Armored Cable and Fittings
 
 
 
 
 
 
 
 
Armored Cable:
 
 
 
 
 
Metal Clad Cable (MC)
 
afc.jpg
 
 
 
Armor Clad Cable (AC)
 
 
armoredcf.jpg
 
Healthcare Facility Cable (HFC)
 
 
 
Armored Cable Fittings:
 
kaftechimagea02.jpg
 
 
Connectors
 
 
 
Service Entry Fittings
 
 
 
 
 
 
 
 
 
 
Cable Tray & Cable Ladders
 
 
 
 
 
 
 
 
Ladder Cable Tray
 
image17.jpg
 
 
 
Hat Cable Tray
 
 
ladder.jpg
 
Channel Cable Tray
 
 
 
I Beam Cable Tray
 
marco.jpg
 
 
Wire Basket Cable Tray
 
 
 
 
 
 
 
 
 
 

3



 
Product Category
 
Sample Products
 
Brands
 
Sample Product Images
MP&S
Metal Framing & Fittings
 
 
 
 
 
 
 
 
Channel
 
powerstrut.jpg
 
unistrutproduct.jpg
 
Channel Fittings
 
 
 
Pipe Clamps/Hangers
 
 
 
 
Concrete Inserts
 
unistrut.jpg
 
 
 
 
 
 
 
 
 
Construction Services
 
 
 
 
 
 
 
 
Design, Fabrication and Installation Services
 
unistrutconstructiona02.jpg
 
uniconproduct.jpg
 
Modular support structures
 
 
 
Fall protection
 
 
 
 
 
 
 
 
 
 
Mechanical Pipe
 
 
 
 
 
 
 
 
In-line galvanized mechanical tube
 
alliedimagea02.jpg
 
mechpipe.jpg
 
Non-galvanized tube
 
 
 
Fabrication services
 
 
 
 
 
 
 
 
 
 
Flexible Sprinkler Drops
 
 
 
 
 
 
 
 
Commercial
 
 
 
 
 
Industrial/Duct
 
flexsprink.jpg
 
flexprod.jpg
 
Cleanroom
 
 
 
Institutional
 
 
 
Cold Storage
 
 
 
 
 
 
 
 
 
 
 
Barbed Tape
 
 
 
 
 
 
 
 
Security Confinement
 
image28.jpg
 
rrproduct.jpg
 
Power Station
 
 
 
Military/Border
 
 
 
Law Enforcement
 
 
 
 

Marketing
    
Our products are primarily marketed by commissioned agents and sold directly to electrical and industrial distributors who resell our products under recognized brand names, including Allied Tube & Conduit, AFC Cable Systems, Heritage Plastics, Unistrut, Power-Strut, Cope and Calpipe as well as certain other sub-brands that are used regionally or in niche markets. Our commissioned agents are selected, trained and managed by our regional sales teams and supported by product managers who ensure that agents are adequately knowledgeable and sufficiently trained to represent our brands to our distribution customers. We stimulate end-user demand by promoting our products and solutions directly to architects, electrical engineers, electrical contractors and electrical code authorities across the United States. We also work directly with electrical contractors, who install Electrical Raceway products on new construction or renovation projects to assist them in selecting the most effective electrical raceway solution. In certain of the markets we serve, we market directly to electrical and industrial distributors, original equipment manufacturers ("OEMs") and governmental entities.

Distribution

We primarily sell and distribute our products through electrical, industrial and specialty distributors and OEMs. For many of the over 13,000 electrical-distributor branches in the United States, our products are must-stock lines that form a staple of their business. We serve a diverse group of end markets, including new construction, MR&R and infrastructure, diversified industrials, alternative power generation, healthcare, data centers and government. End-users, which are typically electrical, industrial and mechanical contractors as well as OEMs, install our products during non-residential, residential and infrastructure construction and renovation projects or in assembly and manufacturing processes.

4



Distribution-based sales accounted for approximately 84% of our net sales for fiscal 2017. We distribute our products to electrical and industrial distributors from our manufacturing and distribution facilities as well as from over 50 dedicated distribution facilities operated by our agents. Our products are also stocked by electrical and industrial distributors who are located in major cities and towns across the United States. Some of our products are purchased by OEMs and used as part of their products and solutions in applications such as utility solar framing, conveyor systems and fabric cover buildings. OEM sales accounted for approximately 16% of our net sales for fiscal 2017.
    
Our distribution footprint is concentrated in North America (the United States and Canada), with additional facilities in Australia, China, New Zealand and the United Kingdom.
    
Products are generally delivered to the dedicated distribution centers from our facilities and then subsequently delivered to the customer. In some instances, a product is delivered directly from our manufacturing facility to a customer or end-user. In many cases, our products are bundled and co-loaded when shipped. We contract with a wide range of transport providers to deliver our products, primarily via semi-tractor trailer.
    
Customers
    
Our sales and marketing processes are primarily focused on serving our immediate customers, including electrical, industrial and specialty distributors and OEMs. We believe customers view us as offering a strong value proposition based on our broad product offering, strong brands, short order cycle times, reliability and consistent product quality. For each of fiscal 2017, 2016 and 2015, approximately 91%, 92% and 93%, respectively, of our net sales were sold to customers located in the United States. Our net sales by geographic area were as follows:
 
Fiscal Year Ended
(in millions)
September 30, 2017
 
September 30, 2016
 
September 25, 2015
United States
$
1,368

 
$
1,396

 
$
1,605

International
136

 
127

 
124

Total
$
1,504

 
$
1,523

 
$
1,729

    
In fiscal 2017, our top ten customers accounted for approximately 32% of net sales. No single customer, even after consolidating all branches of such customer, which often make independent purchasing decisions, accounted for more than 10% of our net sales in each of fiscal 2017, 2016 and 2015. Our customers include global electrical distributors (such as Consolidated Electrical Distributors, Inc., Graybar Electric Company, Rexel, Sonepar S.A. and Wesco International, Inc.), independent electrical distributors including super-regional electrical distributors (such as U.S. Electrical Services Inc., Crescent Electric Supply Co. and United Electric Supply Company, Inc.) and members of buying groups (such as Affiliated Distributors, Inc. and IMARK Group, Inc.) as well as industrial distributors and big-box retailers (such as The Home Depot, Inc., Fastenal Company, HD Supply Holdings, Inc., McMaster-Carr Supply Co., Menard, Inc. and W.W. Grainger, Inc.).
    
Suppliers and Raw Materials
    
We use a variety of raw materials in the manufacture of our products. Our primary raw materials are steel, copper and polyvinyl chloride ("PVC") resin. We believe that sources for these raw materials are well-established, generally available on world markets and are in sufficient quantity that we may avoid disruption to our business if we encountered an interruption from one of our existing suppliers. Our primary suppliers of steel are ArcelorMittal, AK Steel and Nucor; our primary suppliers of copper are AmRod and Freeport McMoran; and our primary suppliers of PVC resin are Axiall, Formosa and Oxy Vinyls. We strive to maintain strong relationships with our suppliers.
    
Seasonality
    
In a typical year, our operating results are impacted by seasonality. Weather can impact the ability to pursue non-residential construction projects at any time of year in any geography, but historically, our slowest quarters have been the first and second fiscal quarters of each fiscal year when frozen ground and cold temperatures in many parts of the country can impede the start and pursuit of construction projects. Sales of our products have historically been higher in the third and fourth quarters of each fiscal year due to favorable weather and longer daylight conditions during these periods. Seasonal variations in operating results may also be significantly impacted by inclement weather conditions, such as cold or wet weather, which can delay construction projects as well as by adverse economic conditions.

5



    
Manufacturing
    
We currently manufacture products in 30 facilities and operate a total footprint of approximately five million square feet of manufacturing and distribution space in six countries. Our headquarters are located in Harvey, Illinois, which is also the location of our largest manufacturing facility. Similar to our distribution footprint, our manufacturing footprint is currently concentrated in the United States, with additional facilities in Australia, China, New Zealand and the United Kingdom.
    
With respect to our tube and conduit products, we believe we are a technology leader in the in-line galvanizing manufacturing process and have developed specialized equipment that enables us to produce a variety of low-cost high-quality galvanized tube products. Our subsidiary, Allied Tube & Conduit Corporation, or "Allied Tube," developed an in-line galvanizing technique (Flo-Coat) in which zinc is applied in a continuous process when the tube and pipe are formed. The Flo-Coat galvanizing process provides superior zinc coverage of fabricated metal products for rust prevention and lower cost manufacturing than traditional hot-dip galvanization.
    
Competition
    
The industries in which we operate are highly competitive. Our principal competitors range from national manufacturers to smaller regional manufacturers and differ by each of our product lines. We also face competition from manufacturers in Canada, Mexico and several other international markets, depending on the particular product. We believe our customers purchase from us because we provide value through the quality of our products and the timeliness of our delivery. Competition is generally on the basis of product offering, product innovation, quality, service and price.
    
There are many competitors in each of our segments. The main competitors in each of these segments are listed below:
    
Electrical Raceway: ABB Ltd., Eaton Corporation plc, Pentair plc and Hubbell Incorporated
    
Mechanical Products & Solutions:
Metal Framing: B-Line (part of Eaton Corporation plc), Thomas & Betts (part of ABB Ltd.) and Haydon Corporation
Mechanical Tube: Wheatland Tube and Western Tube & Conduit

Intellectual Property
    
Patents and other proprietary rights can be important to our business. We also rely on trade secrets, manufacturing know-how, continuing technological innovations, and licensing opportunities to maintain and improve our competitive position. We periodically review third-party proprietary rights, including patents and patent applications, in an effort to avoid infringement of third-party proprietary rights, identify licensing opportunities and monitor the intellectual property claims of others.
    
We own a portfolio of patents and trademarks and we are also a licensee of certain patents and a licensor of other patents. Patents for individual products extend for varying periods according to the date of patent filing or grant and the legal term of patents in the various countries where patent protection is obtained. We rely on both trademark registration and common law protection for trademarks. Trademark rights may potentially extend indefinitely and are dependent upon national laws and use of the trademarks.
    
While we consider our patents and trademarks to be valued assets, we do not believe that our competitive position is dependent on patent or trademark protection or that our operations are dependent upon any single patent or group of related patents. We nevertheless face intellectual property-related risks. For more information on these risks, see Item 1A, "Risk FactorsRisks Related to Our Business—We may not be able to adequately protect our intellectual property rights in foreign countries, and we may become involved in intellectual property disputes." Other than licenses to commercially available third-party software, we do not believe that any of our licenses to third-party intellectual property are material to our business taken as a whole.

6



    
Management of Information Technology Systems
    
Historically, information technology has not been a significant differentiator for us in our markets, however, we believe that ease of doing business with us will become increasingly important to our growth. Currently, we operate our business using widely commercially available hardware and software products with well-developed support services. In addition to these widely available IT products, we developed a new application for our agents which we believe will improve the overall order entry process. Additionally, during fiscal 2016, we invested more than $6.0 million and installed and implemented a new general ledger and financial reporting system for the entire Company replacing a number of systems used in various parts of the Company. We have also chosen to migrate our email service and various other information technology services to a cloud computing platform hosted by Microsoft. During fiscal 2017, we launched an 18-month, $10.0 million project that establishes an integrated system for order management, advanced warehouse management, finished goods inventory management and accounts receivable.
    
Employees
    
As of September 30, 2017, we employed approximately 3,500 total full-time equivalent employees of whom approximately 12% are temporary or contract workers. Our employees are primarily located in the United States, with about 15% employed at our international locations in Australia, Canada, China, New Zealand and the United Kingdom.
    
As of September 30, 2017, approximately 40% of our employees were represented by a union under a collective bargaining agreement. All unions are either located in the United States or Canada with no unions or Worker's Councils at any of our other locations abroad.

From time to time our collective bargaining agreements expire and come up for re-negotiation. Our collective bargaining agreement in Harvey, Illinois expired in April 2017. During fiscal 2017, the Company and the United Steelworkers Union reached agreement on the terms of a new collective bargaining agreement which expires in April 2020. Our New Bedford, Massachusetts facility has a contract which expires in February 2018. The Harvey SMPF contract with the United Steelworkers Union is set to expire in November 2018, and our Wayne, Michigan agreement with the Iron Workers Union is set to expire in January 2020. We believe our relationship with our employees is good.
    
Regulatory Matters
    
Our facilities are subject to various federal, state, local and non-U.S. requirements relating to the protection of human health, safety and the environment. Among other things, these laws govern the use, storage, treatment, transportation, disposal and management of hazardous substances and wastes; regulate emissions or discharges of pollutants or other substances into the air, water, or otherwise into the environment; impose liability for the costs of investigating and remediating, and damages resulting from, present and past releases of hazardous substances and protect the health and safety of our employees.
    
We have incurred, and expect to continue to incur, capital expenditures in addition to ordinary course costs to comply with applicable current and future environmental, health and safety laws, such as those governing air emissions and wastewater discharges. In addition, government agencies could impose conditions or other restrictions in our environmental permits which increase our costs. These laws are subject to change, which can be frequent and material. More stringent federal, state or local environmental rules or regulations could increase our operating costs and expenses.
    
The cost of compliance with environmental, health and safety laws and capital expenditures required to meet regulatory requirements is not anticipated to have a material effect on our financial condition, results of operations, cash flows or competitive position.
    
In October 2013, the State of Illinois filed a complaint against our subsidiary Allied Tube, alleging violations of the Illinois Environmental Protection Act relating to discharges to a storm sewer system that terminates at Allied Tube's Harvey, Illinois manufacturing facility. The State sought an injunction ordering Allied Tube to take immediate corrective action to abate the alleged violations and civil penalties as permitted by applicable law. Allied Tube has reviewed management practices and made improvements to its diesel fuel storage and truck maintenance areas to resolve the State's claims. We have recently entered into a consent order that requires Allied Tube to pay a nominal penalty, install oil and water separation equipment and take certain additional remedial actions to resolve the State's claims. We do not currently expect that any such obligations would have a material effect on our financial condition, results of operations or cash flows.
    

7



In August 2014, we received from the Illinois Environmental Protection Agency, or the "IEPA," the terms of a proposed new stormwater discharge permit for our Harvey, Illinois manufacturing facility. Because the facility did not meet the zinc limit set forth in the proposed permit, the Company was in negotiations with the IEPA to agree upon mutually acceptable discharge limits. During these negotiations, the facility was operating under an extension of the terms of our existing stormwater discharge permit. In October 2016, we received the final permit. A mutually agreed upon compliance plan is part of the permit and we expect to achieve compliance in accordance with a four-year schedule. The compliance plan includes studies to reduce zinc emitted from galvanizing manufacturing operations, implementation of more rigorous management practices, evaluation of the installation of passive/cost effective stormwater treatment and receiving stream studies to determine if a less stringent permit limit will be as protective of the water system as the current permit limit. Given the scope and time frame of the compliance plan, we do not expect that achieving compliance with either the stormwater discharge permit or the plan will have a material effect on our financial condition, results of operations or cash flows.
    
We received from the City of Phoenix the terms of an industrial wastewater discharge permit renewal that contains more rigorous wastewater discharge limits for our Phoenix, Arizona facility. We do not currently expect that any such obligations would have a material effect on our financial condition, results of operations or cash flows.
    
We are continually investigating, remediating or addressing contamination at our current and former facilities. For example, we are currently monitoring groundwater contamination at our Wayne, Michigan facility. Future remediation activities may be required to address contamination at or migrating from the Wayne, Michigan site. Many of our current and former facilities have a history of industrial usage for which additional investigation and remediation obligations could arise in the future and which could materially adversely affect our business, financial condition, results of operations or cash flows.

Item 1A. Risk Factors

You should carefully consider the factors described below, in addition to the other information set forth in this Annual Report on Form 10-K. These risk factors are important to understanding the contents of this Annual Report on Form 10-K and of other reports. Our reputation, business, financial position, results of operations and cash flows are subject to various risks. The risks and uncertainties described below are not the only ones relevant to us. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial may also adversely impact our reputation, business, financial position, results of operations and cash flows.

Risks Related to Our Business
    
Our business is affected by general business and economic conditions, which could materially and adversely affect our business, financial position, results of operations or cash flows.
    
Demand for our products is affected by a number of general business and economic conditions. A decline in the United States and international markets in which we operate could materially and adversely affect our business, financial position, results of operations or cash flows. Our profit margins, as well as overall demand for our products, could decline as a result of a large number of factors beyond our control, including economic recessions, changes in end-user preferences, consumer confidence, inflation, availability of credit, fluctuation in interest and currency exchange rates and changes in the fiscal or monetary policies of governments in the regions in which we operate.
    
During the most recent United States economic recession, which began in the second half of 2007 and continued through June of 2009, demand for our products declined significantly. Another economic downturn in any of the markets we serve may result in a reduction of sales and pricing for our products. If the creditworthiness of our customers declines, we could face increased credit risk and some, or many, of our customers may not be able to pay us amounts when they become due. While the United States recession that began in 2007 has ended and there has been growth in the United States construction markets that we serve, there can be no assurance that any improvement will be sustained or continue.
    
We cannot predict the duration of current economic conditions, or the timing or strength of any future recovery of activities in our markets. Weakness in the markets in which we operate could have a material adverse effect on our business, financial condition, results of operations or cash flows. We may have to close underperforming facilities from time to time as warranted by general economic conditions and/or weakness in the markets in which we operate. In addition to a reduction in demand for our products, these factors may also reduce the price we are able to charge for our products. This, combined with an increase in excess capacity, could negatively impact our business, financial condition, results of operations or cash flows.


8



The non-residential construction industry accounts for a significant portion of our business, and the United States non-residential construction industry in recent years experienced a significant downturn followed by a slow recovery. Another downturn could materially and adversely affect our business, financial position, results of operations or cash flows.
    
Our business is largely dependent on the non-residential construction industry. Approximately 39% of our net sales in fiscal 2017 were directly related to United States new non-residential construction. For new construction, we estimate that our product installation typically lags United States non-residential starts by six to twelve months. The United States non-residential construction industry is cyclical, with product demand based on numerous factors such as availability of credit, interest rates, general economic conditions, consumer confidence and other factors that are beyond our control. United States non-residential construction starts, as reported by Dodge reached a historic low of 680 million square feet in our fiscal 2010 and increased to 1,049 million square feet in our fiscal 2017, which remains well below historical levels. We expect to capitalize on any recovery in non-residential construction activity over the coming years and potentially drive higher margins by leveraging the scalability of our operations.
    
From time to time we have been adversely affected in various parts of the country by declines in non-residential building construction starts due to, among other things, changes in tax laws affecting the real estate industry, high interest rates and the level of non-residential construction activity. Continued uncertainty about current economic conditions will continue to pose a risk to our business, financial position, results of operations and cash flows, as participants in this industry may postpone spending in response to tighter credit, negative financial news and/or declines in income or asset values, which could have a continued material negative effect on the demand for our products.
    
The raw materials on which we depend in our production process may be subject to price increases which we may not be able to pass through to our customers, or to price decreases which may decrease the price levels of our products. As a result, such price fluctuations could materially and adversely affect our business, financial position, results of operations or cash flows.
    
Our results of operations are impacted by changes in commodity prices, primarily steel, copper and PVC resin. Historically, we have not engaged in material hedging strategies for raw material purchases. Substantially all of the products we sell (such as steel conduit, tubing and framing, copper wiring in our cables, and PVC conduit) are subject to price fluctuations because they are composed primarily of steel, copper or PVC resin, three industrial commodities that are subject to price volatility. This volatility can significantly affect our gross profit. We also watch the market trends of certain other commodities, such as zinc (used in the galvanization process for a number of our products), electricity, natural gas and diesel fuel, as such commodities can be important to us as they impact our cost of sales, both directly through our plant operations and indirectly through transportation and freight expense.
    
Although we seek to recover increases in raw material prices through price increases in our products, we have not always been completely successful. In addition, in periods of declining prices for our raw materials we may face pricing pressure from our customers. We generally sell our products on a spot basis (and not under long-term contracts). Any increase in raw material prices that is not offset by an increase in our prices, or our inability to maintain price levels in an environment of declining raw material prices, could materially and adversely affect our business, financial position, results of operations or cash flows.
    
We operate in a competitive landscape, and increased competition could materially and adversely affect our business, financial position, results of operations or cash flows.
    
The principal markets that we serve are highly competitive. Competition is based primarily on product offering, product innovation, quality, service and price. Our principal competitors range from national manufacturers to smaller regional manufacturers and differ by each of our product lines. See Item 1, ''BusinessCompetition." Some of our competitors may have greater financial and other resources than we do and some may have more established brand names in the markets we serve. The actions of our competitors may encourage us to lower our prices or to offer additional services or enhanced products at a higher cost to us, which could reduce our gross profit, net income or cash flows or may cause us to lose market share. Any of these consequences could materially and adversely affect our business, financial position, results of operations or cash flows.


9



Our operating results are sensitive to the availability and cost of freight and energy, such as diesel fuel and electricity, which are important in the manufacture and transport of our products.
    
Our operating costs increase when freight or energy costs rise. During periods of increasing freight and energy costs, we might not be able to fully recover our operating cost increases through price increases without reducing demand for our products. The cost of fuel is largely unpredictable and has fluctuated significantly in recent years, reaching historically high levels at times. Fuel availability, as well as pricing, is also impacted by political and economic factors that are beyond our control.

In addition, we are dependent on third-party freight carriers to transport many of our products. Our access to third-party freight carriers is not guaranteed, and we may be unable to transport our products at economically attractive rates in certain circumstances, particularly in cases of adverse market conditions or disruptions to transportation infrastructure. Similarly, increasing energy costs, in particular, the cost of diesel fuel, could put a strain on the transportation of materials and products if it forces certain transporters to close. Our business, financial position, results of operations or cash flows could be materially and adversely affected if we are unable to pass all of the cost increases on to our customers, if we are unable to obtain the necessary energy supplies or if freight carrier capacity in our geographic markets were to decline significantly or otherwise become unavailable.
    
Our business, financial position, results of operations or cash flows could be materially and adversely affected by the level of similar product imports into the United States.
    
A substantial portion of our revenue is generated through our operations in the United States. Although we have not been substantially impacted by imports historically, imports of products similar to those manufactured by us may reduce the volume of products sold by domestic producers and depress the selling prices of our products and those of our competitors.
    
We believe import levels are affected by, among other things, overall worldwide product demand, the trade practices of foreign governments, the cost of freight, the challenges involved in shipping, government subsidies to foreign producers and governmentally imposed trade restrictions in the United States. Increased imports of products similar to those manufactured by us in the United States could materially and adversely affect our business, financial position, results of operations or cash flows.
    
We are indirectly subject to regulatory changes that may affect demand for our products.
    
The market for certain of our products is influenced by federal, state, local and international governmental regulations and trade policies (such as the American Recovery and Reinvestment Act of 2009, Underwriters Laboratories, National Electric Code and American Society of Mechanical Engineers) as well as other policies, including those imposed on the non-residential construction industry (such as the National Electrical Code and corresponding state and local laws based on the National Electrical Code). These regulations and policies are subject to change. In the event that there would be changes in the National Electrical Code and any similar state, local or non-U.S. laws, including changes that would allow for alternative products to be used in the non-residential construction industry or that would render less restrictive or otherwise reduce the current requirements under such laws and regulations, the scope of products that would serve as alternatives to products we produce would increase. As a result, competition in the industries in which we operate could increase, with a potential corresponding decrease in the demand for our products. In addition, in the event that changes in such laws would render current requirements more restrictive, we may be required to change our products or production processes to meet such increased restrictions, which could result in increased costs and cause us to lose market share. Any changes to such regulations, laws and policies could materially and adversely affect our business, financial position, results of operations or cash flows.
    
Our results of operations could be adversely affected by weather.
    
Although weather patterns affect our operating results throughout the year, adverse weather historically has reduced construction activity in our first and second fiscal quarters. In contrast, our highest volume of net sales historically has occurred in our third and fourth fiscal quarters.
    
Most of our businesses experience seasonal variation as a result of the dependence of our customers on suitable weather to engage in construction projects. Generally, during the winter months, construction activity declines due to inclement weather, frozen ground and shorter daylight hours. For example, during the spring of 2014, extremely cold weather significantly reduced the level of construction activities in the United States, thereby impacting our net sales. In addition, to the extent that hurricanes, severe storms, floods, other natural disasters or similar events occur in the geographic regions in which we operate, our results of operations may be adversely affected. We anticipate that fluctuations of our operating results from period to period due to seasonality will continue in the future.

10




We may need to raise additional capital, and we cannot be sure that additional financing will be available.
    
To satisfy existing obligations and support the development of our business, we depend on our ability to generate cash flow from operations and to borrow funds and issue securities in the capital markets. We may require additional financing for liquidity, capital requirements or growth initiatives. We may not be able to obtain financing on terms and at interest rates that are favorable to us or at all. Any inability by us to obtain financing in the future could materially and adversely affect our business, financial position, results of operations or cash flows.
    
The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and as a result we may face unexpected liabilities.
Certain of the acquisition agreements by which we have acquired companies require the former owners to indemnify us against certain liabilities related to the operation of the company before we acquired it. In most of these agreements, however, the liability of the former owners is limited and former owners may be unable to meet their indemnification responsibilities. We cannot assure you that these indemnification provisions will protect us fully or at all, and as a result we may face unexpected liabilities that could adversely affect our financial position, results of operations or cash flows.

We have incurred and continue to incur significant costs to comply with current and future environmental, health and safety laws and regulations, and our operations expose us to the risk of material environmental, health and safety liabilities and obligations.
    
We are subject to numerous federal, state, local and non-U.S. environmental, health and safety laws governing, among other things, the generation, use, storage, treatment, transportation, disposal and management of hazardous substances and wastes, emissions or discharges of pollutants or other substances into the environment, investigation and remediation of, and damages resulting from, releases of hazardous substances and the health and safety of our employees. We have incurred, and expect to continue to incur, capital expenditures in addition to ordinary course costs to comply with applicable current and future environmental, health and safety laws, such as those governing air emissions and wastewater discharges. In addition, government agencies could impose conditions or other restrictions in our environmental permits which increase our costs. These laws are subject to change, which can be frequent and material. More stringent federal, state or local environmental rules or regulations could increase our operating costs and expenses. Furthermore, our operations are governed by the United States Occupational Safety and Health Administration, or "OSHA." OSHA regulations may change in a way that increases our costs of operations. Our failure to comply with applicable environmental, health and safety laws and permit requirements could result in civil or criminal fines or penalties, enforcement actions, and regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures such as the installation of pollution control equipment, which could materially and adversely affect our business, financial position, results of operations or cash flows.
    
From time to time, we may be held liable for the costs to address contamination at any real property we have ever owned, operated or used as a disposal site. We are currently, and may in the future be, required to investigate, remediate or otherwise address contamination at our current or former facilities. Many of our current and former facilities have a history of industrial usage for which additional investigation, remediation or other obligations could arise in the future and that could materially and adversely affect our business, financial position, results of operations or cash flows. For example, as we sell, close or otherwise dispose of facilities, we may need to address environmental issues at such sites, including any previously unknown contamination.
    
We could be subject to third-party claims for property damage, personal injury and nuisance or otherwise as a result of violations of, or liabilities under, environmental, health or safety laws or in connection with releases of hazardous or other materials at any current or former facility. We could also be subject to environmental indemnification or other claims in connection with assets and businesses that we have divested.
    
In 2007, the United States Supreme Court classified carbon dioxide as an air pollutant under the Clean Air Act in a case seeking to require the United States Environmental Protection Agency to regulate carbon dioxide in vehicle emissions. As issues relating to climate change have become more prevalent, foreign, federal, state and local governments have responded, and are expected to continue to respond, with increased legislation and regulation, including laws aimed at reducing emissions of greenhouse gases. Such legislation and regulation can negatively affect us by, among other things, requiring us to incur costs to upgrade our equipment or to reduce emissions of greenhouse gases from operations.
    

11



We cannot assure you that any costs relating to future capital and operating expenditures to maintain compliance with environmental, health and safety laws, as well as costs to address contamination or environmental claims, will not exceed any current estimates or adversely affect our business, financial position, results of operations or cash flows. In addition, any unanticipated liabilities or obligations arising, for example, out of discovery of previously unknown conditions or changes in law or enforcement policies, could materially and adversely affect our business, financial position, results of operations or cash flows.

We rely on a few customers for a significant portion of our net sales, and the loss of those customers could materially and adversely affect our business, financial position, results of operations or cash flows.

Certain of our customers, in particular buying groups representing consortia of independent electrical distributors, national electrical distributors, OEMs, data centers and medical center general contractors are material to our business, financial position, results of operations and cash flows because they account for a significant portion of our net sales. In fiscal 2017, although no single customer accounted for more than 10% of our net sales, our ten largest customers (including buyers and distributors in buying groups) accounted for approximately 32% of our net sales. Our percentage of sales to our major customers may increase if we are successful in pursuing our strategy of broadening the range of products we sell to existing customers. In such an event, or in the event of any consolidation in certain segments we serve, including retailers selling building products, our sales may be increasingly sensitive to deterioration in the financial condition of, or other adverse developments with respect to, one or more of our top customers. Our top customers may also be able to exert influences on us with respect to pricing, delivery, payment or other terms.
    
A significant asset included in our working capital is accounts receivable from customers. If customers responsible for a significant amount of accounts receivable become insolvent or otherwise unable to pay for products and services, or become unwilling or unable to make payments in a timely manner, our business, financial position, results of operations or cash flows could be materially and adversely affected. A significant deterioration in the economy could have an adverse effect on the servicing of these accounts receivable, which could result in longer payment cycles, increased collection costs and defaults in excess of management's expectations. Deterioration in the credit quality of several major customers at the same time could materially and adversely affect our business, financial position, results of operations or cash flows.
    
In general, we do not have long-term contracts with our customers. As a result, although our customers periodically provide indications of their product needs and purchases, they generally purchase our products on an order-by-order basis, and the relationship, as well as particular orders, can be terminated at any time. The loss or bankruptcy of, or significant decrease in business from, any of our major customers could materially and adversely affect our business, financial position, results of operations or cash flows.
    
Our working capital requirements could result in us having lower cash available for, among other things, capital expenditures and acquisition financing.
    
Our working capital needs fluctuate based on economic activity and the market prices for our main raw materials, which are predominantly steel, copper and PVC resin. We require significant working capital to purchase these raw materials and sell our products efficiently and profitably to our customers. We are typically obligated to pay for our raw material purchases within 10 and 30 days of receipt, while we generally collect cash from the sale of manufactured products between 40 and 50 days from the point at which title and risk of loss transfers. If our working capital requirements increase and we are unable to finance our working capital on terms and conditions acceptable to us, we may not be able to obtain raw materials to respond to customer demand, which could result in a loss of sales. Our average working capital days during fiscal 2017 was 68 days.
    
If our working capital needs increase, the amount of liquidity we have at our disposal to devote to other uses will decrease. A decrease in liquidity could, among other things, limit our flexibility, including our ability to make capital expenditures and to complete acquisitions that we have identified, thereby materially and adversely affecting our business, financial condition, results of operations and cash flows.

12



    
Work stoppages and other production disruptions may adversely affect our operations and impair our financial performance.

As of September 30, 2017, approximately 40% of our United States employees were represented with a collective bargaining agreement by labor unions. A work stoppage or other interruption of production could occur at our facilities as a result of disputes under existing collective bargaining agreements with labor unions or in connection with negotiations of new collective bargaining agreements, as a result of supplier financial distress, or for other reasons. For example, in the third quarter of fiscal 2014, in connection with labor negotiations, we experienced a week-long work stoppage at our Harvey, Illinois facility. In addition, we may encounter supplier constraints, be unable to maintain favorable supplier arrangements and relations or be affected by disruptions in the supply chain. A work stoppage or interruption of production at our facilities, due to labor disputes, shortages of supplies or any other reason could materially and adversely affect our business, financial position, results of operations or cash flows. See Item 1, ''BusinessEmployees."

If we are unable to hire, engage and retain key personnel, our business, financial position, results of operations or cash flows could be materially and adversely affected.

We are dependent, in part, on our continued ability to hire, engage and retain key employees at our operations around the world. Additionally, we rely upon experienced managerial, marketing and support personnel to effectively manage our business and to successfully promote our wide range of products. If we do not succeed in engaging and retaining key employees and other personnel, we may be unable to meet our objectives and, as a result, our business, financial position, results of operations or cash flows could be materially and adversely affected.
    
We have financial obligations relating to pension plans that we maintain in the United States.
    
We provide pension benefits through a number of noncontributory and contributory defined benefit retirement plans covering eligible United States employees. As of September 30, 2017, we estimated that our pension plans were underfunded by approximately $25 million. The funded status represents five plans, all of which are frozen and do not accrue any additional service cost. As such, the funded status is primarily impacted by the performance of the underlying assets supporting the plan and changes in interest rates or other factors, which may trigger additional cash contributions. Our pension obligation is calculated annually and is based on several assumptions, including then-prevailing conditions, which may change from year to year. If in any year our assumptions are inaccurate, we could be required to expend greater amounts than anticipated.
    
Unplanned outages at our facilities and other unforeseen disruptions could materially and adversely affect our business, financial position, results of operations or cash flows.
    
Our business depends on the operation of our manufacturing and distribution facilities. It is possible that we could experience prolonged periods of reduced production or distribution capacity due to interruptions in the operations of our facilities or those of our key suppliers. It is also possible that operations may be disrupted due to other unforeseen circumstances such as power outages, explosions, fires, floods, accidents and severe weather conditions. Availability of raw materials and delivery of products to customers could be affected by logistical disruptions. To the extent that lost production or distribution capacity could not be compensated for at unaffected facilities and depending on the length of the outage, our sales and production costs could be adversely affected.
    
We rely on the efforts of agents and distributors to generate sales of our products.
    
We utilize various third-party agents and distributors to market, sell and distribute our products and to directly interface with our customers and end-users by providing customer service and support. No single agent or distributor accounts for a material percentage of our annual net sales. We do not have long-term contracts with our third-party agents and distributors, who could cease offering our products. In addition, many of our third-party agents and distributors with whom we transact business also offer the products of our competitors to our ultimate customers and they could begin offering our products with less prominence. The loss of a substantial number of our third-party agents or distributors or a dramatic deviation from the amount of sales they generate, including due to an increase in their sales of our competitors' products, could reduce our sales and could materially and adversely affect our business, financial position, results of operations or cash flows.

13



    
Interruptions in the proper functioning of our information technology, or "IT" systems, including from cybersecurity threats, could disrupt operations and cause unanticipated increases in costs or decreases in revenues, or both.

We use our information systems to, among other things, manage our manufacturing operations, manage inventories and accounts receivable, make purchasing decisions and monitor our results of operations, and process, transmit and store sensitive electronic data, including employee, supplier and customer records. As a result, the proper functioning of our IT systems is critical to the successful operation of our business. Our information systems include proprietary systems developed and maintained by us. In addition, we depend on IT systems of third parties, such as suppliers, retailers and OEMs to, among other things, market and distribute our products, develop new products and services, operate our website, host and manage our services, store data, process transactions, respond to customer inquiries and manage inventory and our supply chain. Although our IT systems are protected through physical and software safeguards and remote processing capabilities exist, our IT systems or those of third parties whom we depend upon are still vulnerable to natural disasters, power losses, unauthorized access, telecommunication failures and other problems. If critical proprietary or third-party IT systems fail or are otherwise unavailable, including as a result of system upgrades and transitions, our ability to process orders, track credit risk, identify business opportunities, maintain proper levels of inventories, collect accounts receivable, pay expenses and otherwise manage our business would be adversely affected.

Cyber incidents can result from deliberate attacks or unintentional events. These incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cybersecurity attacks in particular are becoming more sophisticated and include, but are not limited to, malicious software, attempts to gain unauthorized access to data (either directly or through our vendors) and other electronic security breaches. Despite our security measures, our IT systems and infrastructure or those of our third parties may be vulnerable to such cyber incidents. The result of these incidents could include, but are not limited to, disrupted operations, misstated or misappropriated financial data, theft of our intellectual property or other confidential information (including of our customers, suppliers and employees), liability for stolen assets or information, increased cyber security protection costs and reputational damage adversely affecting customer or investor confidence. In addition, if any information about our customers, including payment information, were the subject of a successful cybersecurity attack against us, we could be subject to litigation or other claims by the affected customers. We have incurred costs and may incur significant additional costs in order to implement the security measures we feel are appropriate to protect our IT systems.
    
We may be required to recognize goodwill, indefinite-lived intangible assets or other long-lived asset impairment charges.
    
As of September 30, 2017, we had goodwill of $147.7 million and indefinite-lived intangibles of $93.9 million. Goodwill and indefinite-lived intangible assets are not amortized and are subject to impairment testing at least annually. Future triggering events, such as declines in our cash flow projections or customer demand, may cause impairments of our goodwill or long-lived assets based on factors such as the price of our common stock, projected cash flows, assumptions used, control premiums or other variables.
    
In addition, if we divest long-lived assets at prices below their asset value, we must write them down to fair value resulting in long-lived asset impairment charges, which could adversely affect our financial position or results of operations. For example, in fiscal 2015 we recorded asset impairments of $27.9 million primarily related to our announced Fence and Sprinkler exit. We cannot accurately predict the amount and timing of any impairment of assets, and we may be required to recognize goodwill or other asset impairment charges which could materially and adversely affect our results of operations.
    
We are subject to certain safety and labor risks associated with the manufacture and testing of our products.
    
As of September 30, 2017, we employed approximately 3,500 total full-time equivalent employees, a significant percentage of whom work at our 30 manufacturing facilities. Our business involves complex manufacturing processes and there is a risk that an accident or death could occur in one of our facilities. In addition, prior to the introduction of new products, our employees test such products under rigorous conditions, which could potentially result in injury or death. The outcome of any personal injury, wrongful death or other litigation is difficult to assess or quantify and the cost to defend litigation can be significant. As a result, the costs to defend any action or the potential liability resulting from any such accident or death or arising out of any other litigation, and any negative publicity associated therewith or negative effects on employee morale, could have a negative effect on our business, financial position, results of operations or cash flows. In addition, any accident could result in manufacturing or product delays, which could negatively affect our business, financial position, results of operations or cash flows.

14



    
The nature of our business exposes us to product liability, construction defect and warranty claims and litigation as well as other legal proceedings, which could materially and adversely affect our business, financial position, results of operations or cash flows.
    
We are exposed to construction defect and product liability claims relating to our various products if our products do not meet customer expectations. Such claims and liabilities may arise out of the quality of raw materials or component parts we purchase from third-party suppliers, over which we do not have direct control, or due to our fabrication, assembly or manufacture of our products. In addition, we warrant certain of our products to be free of certain defects and could incur costs related to paying warranty claims in connection with defective products. We cannot assure you that we will not experience material losses or that we will not incur significant costs to defend or pay for such claims.
    
While we currently maintain insurance coverage to address a portion of these types of liabilities, we cannot make assurances that we will be able to obtain such insurance on acceptable terms in the future, if at all, or that any such insurance will provide adequate coverage against potential claims. Further, while we intend to seek indemnification against potential liability for product liability claims from relevant parties, we cannot guarantee that we will be able to recover under any such indemnification agreements. Any claims that result in liability exceeding our insurance coverage and rights to indemnification by third parties could materially and adversely affect our business, financial position, results of operations or cash flows. Product liability claims can be expensive to defend and can divert the attention of management and other personnel for significant time periods, regardless of the ultimate outcome. For example, certain of our subsidiaries have been named as defendants in product liability law suits claiming that our ABF II anti-microbial coated sprinkler pipe allegedly caused environmental stress cracking in chlorinated PVC pipe. See Note 16, ''Commitments and Contingencies'' to the accompanying consolidated financial statements included elsewhere in this Annual Report. An unsuccessful product liability defense could be highly costly and accordingly result in a decline in revenues and profitability.
    
From time to time, we are also involved in government inquiries and investigations, as well as consumer, employment, tort proceedings and other litigation. We cannot predict with certainty the outcomes of these legal proceedings and other contingencies. The outcome of some of these legal proceedings and other contingencies could require us to take actions which would adversely affect our operations or could require us to pay substantial amounts of money. Additionally, defending against these lawsuits and proceedings may involve significant expense and diversion of management's attention and resources from other matters.
    
We may not be able to adequately protect our intellectual property rights in foreign countries, and we may become involved in intellectual property disputes.
    
Our use of contractual provisions, confidentiality procedures and agreements, and patent, trademark, copyright, unfair competition, trade secret and other laws to protect our intellectual property and other proprietary rights may not be adequate. We have registered intellectual property (mainly trademarks and patents) in more than 76 countries. Because of the differences in foreign trademark, patent and other intellectual property or proprietary rights laws, we may not receive the same protection in foreign countries as we would in the United States.
    
Litigation may be necessary to enforce our intellectual property rights or to defend against claims by third parties that our products infringe their intellectual property rights. Any litigation or claims brought by or against us could result in substantial costs and diversion of our resources. A successful intellectual property infringement suit against us could prevent us from manufacturing or selling certain products in a particular area, which could materially and adversely affect our business, financial position, results of operations or cash flows.
    

15



We face risks relating to doing business internationally that could materially and adversely affect our business, financial position, results of operations or cash flows.
    
Our business operates and serves customers in certain foreign countries, including Australia, Canada, China, New Zealand and the United Kingdom. There are certain risks inherent in doing business internationally, including:
 
 
economic volatility and sustained economic downturns;
 
 
difficulties in enforcing contractual and intellectual property rights;
 
 
currency exchange rate fluctuations and currency exchange controls;
 
 
import or export restrictions and changes in trade regulations;
 
 
difficulties in developing, staffing, and simultaneously managing a number of foreign operations as a result of distance;
 
 
issues related to occupational safety and adherence to local labor laws and regulations;
 
 
potentially adverse tax developments;
 
 
longer payment cycles;
 
 
exposure to different legal standards;
 
 
political or social unrest, including terrorism;
 
 
risks related to government regulation and uncertain protection and enforcement of our intellectual property rights;
 
 
the presence of corruption in certain countries; and
 
 
higher than anticipated costs of entry.
    
One or more of these factors could materially and adversely affect our business, financial position, results of operations or cash flows.
    
Our inability to introduce new products effectively or implement our innovation strategies could adversely affect our ability to compete.
    
We continually seek to develop products and solutions that allow us to stay at the forefront of the needs of the Electrical Raceway and MP&S markets. The success of new products depends on a variety of factors, including but not limited to, timely and successful product development, the effective consummation of strategic acquisitions, market acceptance and demand, competitive response, our ability to manage risks associated with product life cycles, the effective management of inventory and purchase commitments, the availability and cost of raw materials and the quality of our initial products during the initial period of introduction. Some of the foregoing factors are beyond our control and we cannot fully predict the ultimate success of the introduction of new products, especially in the early stages of innovation. In introducing new products and implementing our innovation strategies, any delays, unexpected costs, diversion of resources, loss of key employees or other setbacks could materially and adversely affect our business, financial position, results of operations or cash flows.
    
The majority of our net sales are credit sales that are made primarily to customers whose ability to pay is dependent, in part, upon the economic strength of the industries and geographic areas in which they operate, and the failure to collect monies owed from customers could adversely affect our business, financial position, results of operations or cash flows.
    
The majority of our net sales are facilitated through the extension of credit to our customers, whose ability to pay is dependent, in part, upon the economic strength of the industries and geographic areas in which they operate. We offer credit to customers, either through unsecured credit that is based solely upon the creditworthiness of the customer, or secured credit for materials sold for a specific job where the security lies in lien rights associated with the material going into the job. The type of credit offered depends both on the financial strength of the customer and the nature of the business in which the customer is involved. End users, resellers and other non-contractor customers generally purchase more on unsecured credit than secured credit. The inability of our customers to pay off their credit lines in a timely manner, or at all, would adversely affect our business, financial condition, results of operations and cash flows. Furthermore, our collections efforts with respect to non-paying or slow-paying customers could negatively impact our customer relations going forward.
    

16



Because we depend on the creditworthiness of our customers, if the financial condition of our customers declines, our credit risk could increase. Significant contraction in our markets, coupled with tightened credit availability and financial institution underwriting standards, could adversely affect certain of our customers. Should one or more of our larger customers declare bankruptcy, it could adversely affect the collectability of our accounts receivable, bad debt reserves and net income.

Our business, financial position or results of operations could be materially and adversely affected by the ability to import raw materials, component parts and/or finished goods from existing suppliers and otherwise without government regulations or restrictions incremental to those borne by the business today.
    
Our business, financial position or results of operations could be materially and adversely affected by our inability to continue importing raw materials, component parts and/or finished goods under the regulatory regime applicable to our business. Although we seek to have alternate sources and recover increases in input costs through price increases in our products, regulatory changes or other governmental actions could result in the need to change suppliers or incur cost increases that cannot, in the short term, or in some cases even the long term, be offset by our prices. Such changes could reduce our gross profit, net income and cash flow. Any of these consequences could materially and adversely affect our business, financial position, results of operations or cash flows.
    
Congress has proposed comprehensive tax reform legislation that could materially affect the tax aspects of our business and the industries in which we compete.

President Trump, U.S. Congressional leaders and other elected officials have indicated their desire to implement significant U.S. federal income tax reform, and the current U.S. Congress has proposed comprehensive tax reform legislation, that could materially affect the tax aspects of our business and the industries in which we compete.  Such tax reform may be substantially revised through the legislative process, or may never be enacted.  To the extent that such changes, if any, have a negative effect on us or the industries we serve, including as a result of related uncertainty, these changes may materially and adversely affect our business, financial condition, results of operations and cash flows.
    
In connection with acquisitions, joint ventures or divestitures, we may become subject to liabilities and required to issue additional debt or equity.
    
In connection with any acquisitions or joint ventures, we may acquire liabilities or defects such as legal claims, including but not limited to third party liability and other tort claims; claims for breach of contract; employment-related claims; environmental liabilities, conditions or damage; permitting, regulatory or other compliance with law issues; liability for hazardous materials; or tax liabilities. If we acquire any of these liabilities, and they are not adequately covered by insurance or an enforceable indemnity or similar agreement from a creditworthy counterparty, we may be responsible for significant out-of-pocket expenditures. In connection with any divestitures, we may incur liabilities for breaches of representations and warranties or failure to comply with operating covenants under any agreement for a divestiture. In addition, we may indemnify a counterparty in a divestiture for certain liabilities of the subsidiary or operations subject to the divestiture transaction. These liabilities, if they materialize, could materially and adversely affect our business, financial position, results of operations or cash flows.
    
In addition, if we were to undertake a substantial acquisition for cash, the acquisition would likely need to be financed in part through additional financing from banks, through public offerings or private placements of debt or equity securities or through other arrangements. Such acquisition financing might decrease our ratio of earnings to fixed charges and adversely affect other leverage criteria and our credit rating. We cannot assure you that the necessary acquisition financing would be available to us on acceptable terms if and when required. Moreover, acquisitions financed through the issuance of equity securities could cause our stockholders to experience dilution.

17




We may be unable to identify, acquire, close or integrate acquisition targets successfully.

Acquisitions are a component of our growth strategy; however, there can be no assurance that we will be able to continue to grow our business through acquisitions as we have done historically or that any businesses acquired will perform in accordance with expectations or that business judgments concerning the value, strengths and weaknesses of businesses acquired will prove to be correct. We will continue to analyze and evaluate the acquisition of strategic businesses or product lines with the potential to strengthen our industry position or enhance our existing product offering. We cannot assure you that we will identify or successfully complete transactions with suitable acquisition candidates in the future, nor can we assure you that completed acquisitions will be successful. If an acquired business fails to operate as anticipated or cannot be successfully integrated with our existing business, our business, financial condition, results of operations or cash flows could be materially and adversely affected.
    
As a result of our international operations, we could be adversely affected by violations of the United States Foreign Corrupt Practices Act and similar foreign anti-corruption laws.
    
The United States Foreign Corrupt Practices Act, or the "FCPA," and similar foreign anti-corruption laws generally prohibit companies and their intermediaries from making improper payments or providing anything of value to influence foreign government officials for the purpose of obtaining or retaining business or obtaining an unfair advantage. Recent years have seen a substantial increase in the global enforcement of anti-corruption laws, with more frequent voluntary self-disclosures by companies, aggressive investigations and enforcement proceedings by both the United States Department of Justice and the United States Securities and Exchange Commission, or the "SEC," resulting in record fines and penalties, increased enforcement activity by non-U.S. regulators, and increases in criminal and civil proceedings brought against companies and individuals.

We have operations in Australia, Canada, China, New Zealand and the United Kingdom and sell our products in many additional countries. Our internal policies provide for compliance with all applicable anti-corruption laws for both us and for our joint venture operations. Our continued operation and expansion outside the United States, including in developing countries, could increase the risk of such violations in the future. Despite our training and compliance programs, we cannot assure you that our internal control policies and procedures always will protect us from unauthorized reckless or criminal acts committed by our employees, agents or joint venture partners. In the event that we believe or have reason to believe that our employees, agents or distributors have or may have violated applicable anti-corruption laws, including the FCPA, we may be required to investigate or have outside counsel investigate the relevant facts and circumstances, which can be expensive and require significant time and attention from senior management. Violations of these laws may result in severe criminal or civil sanctions, which could disrupt our business and result in a material adverse effect on our business, financial condition, results of operations or cash flows.
    
Regulations related to "conflict minerals" may force us to incur additional expenses, may make our supply chain more complex and may result in damage to our reputation with customers.
    
As a public company, we are subject to the requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the "Dodd-Frank Act." The SEC has adopted requirements under the Dodd-Frank Act for companies that use certain minerals and metals, known as conflict minerals, in their products, whether or not these products are manufactured by third parties. These requirements require companies to conduct due diligence and disclose whether or not such minerals originate from the Democratic Republic of Congo and adjoining countries. There are costs associated with complying with these disclosure requirements, including for efforts to determine the sources of conflict minerals used in our products and other potential changes to products, processes or sources of supply as a consequence of such verification activities. In addition, compliance with these requirements could adversely affect the sourcing, supply and pricing of materials used in those products and we may face reputational challenges if we are unable to verify the origins for all "conflict minerals" used in products through the procedures we have implemented. We may also encounter challenges to satisfy customers that may require all of the components of products purchased to be certified as conflict free. If we are not able to meet customer requirements, customers may choose to disqualify us as a supplier.
    

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Anti-terrorism measures and other disruptions to the raw material supply network could impact our operations.
    
Our ability to provide efficient distribution of products to our customers is an integral component of our overall business strategy. In the aftermath of terrorist attacks in the United States, federal, state and local authorities have implemented and continue to implement various security measures that affect the raw material supply network in the United States and abroad. If security measures disrupt or impede the receipt of sufficient raw materials, we may fail to meet the needs of our customers or may incur increased expenses to do so.
    
Risks Related to Our Indebtedness

Our indebtedness may adversely affect our financial health.
    
As of September 30, 2017, we had approximately $580.1 million of total long-term consolidated indebtedness outstanding (including current portion) under AII's credit facilities ("Credit Facilities"), which consist of: (i) an asset-based credit facility ("ABL Credit Facility"); and (ii) the first lien term loan facility (the "First Lien Term Loan Facility"). As of September 30, 2017, AII had $173.0 million of available borrowing capacity under the ABL Credit Facility and there were no outstanding borrowings (excluding $8.6 million of letters of credit issued under the facility). In addition, subject to certain conditions and without the consent of the then existing lenders, the loans under the First Lien Term Loan Facility may be expanded (or a new term loan facility, revolving credit facility or letter of credit facility added) by up to $235.0 million, plus an additional amount not to exceed specified coverage ratios. In addition, we are able to incur additional indebtedness in the future, subject to the limitations contained in the agreements governing our indebtedness. Our indebtedness could have important consequences to you. Because of our indebtedness:

our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements or general corporate purposes and our ability to satisfy our obligations with respect to our indebtedness may be impaired in the future;
a large portion of our cash flow from operations must be dedicated to the payment of principal and interest on our indebtedness, thereby reducing the funds available to us for other purposes;
we are exposed to the risk of increased interest rates because a significant portion of our borrowings are at variable rates of interest;
it may be more difficult for us to satisfy our obligations to our creditors, resulting in possible defaults on, and acceleration of, such indebtedness;
we may be more vulnerable to general adverse economic and industry conditions;
we may be at a competitive disadvantage compared to our competitors with proportionately less indebtedness or with comparable indebtedness on more favorable terms and, as a result, they may be better positioned to withstand economic downturns;
our ability to refinance indebtedness may be limited or the associated costs may increase;
our flexibility to adjust to changing market conditions and ability to withstand competitive pressures could be limited; and
we may be prevented from carrying out capital spending and restructurings that are necessary or important to our growth strategy and efforts to improve our operating margins.

Despite our indebtedness levels, we and our subsidiaries may incur substantially more indebtedness, which may increase the risks created by our indebtedness.
    
We and our subsidiaries may incur substantial additional indebtedness in the future. The terms of the credit agreements governing the Credit Facilities do not fully prohibit our subsidiaries from incurring additional debt. If our subsidiaries are in compliance with certain coverage ratios set forth in the agreements governing the Credit Facilities, they may be able to incur substantial additional indebtedness, which may increase the risks created by our current indebtedness. In addition, subject to certain conditions and without the consent of the then existing lenders, the loans under the First Lien Term Loan Facility may be expanded (or a new term loan facility, revolving credit facility or letter of credit facility added) by up to $125.0 million and $75.0 million, respectively, plus an additional amount not to exceed a specified leverage ratio. As of September 30, 2017, we were able to borrow an additional $173.0 million under the ABL Credit Facility. In addition, we can request an increase in the commitments to our ABL Credit Facility from the participating banks or other banks of up to $75.0 million under the terms of the facility.

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Increases in interest rates would increase the cost of servicing our indebtedness and could reduce our profitability.
    
A significant portion of our outstanding indebtedness bears interest or will bear interest at variable rates. As a result, increases in interest rates would increase the cost of servicing our indebtedness and could materially and adversely affect our business, financial position, results of operations or cash flows. As of September 30, 2017, assuming LIBOR exceeded 1.00%, each one percentage point change in interest rates would have resulted in a change of approximately $5.0 million in the annual interest expense on the First Lien Term Loan Facility. As of September 30, 2017, assuming availability was fully utilized, each one percentage point change in interest rates would have resulted in a change of approximately $4.1 million in annual interest expense on the ABL Credit Facility. The impact of increases in interest rates could be more significant for us than it would be for some other companies because of our indebtedness, thereby affecting our profitability.

A lowering or withdrawal of the ratings, outlook or watch assigned to our indebtedness by rating agencies may increase our future borrowing costs and reduce our access to capital.

Our indebtedness currently has a non-investment grade rating, and any rating, outlook or watch assigned could be lowered or withdrawn entirely by a rating agency if, in that rating agency's judgment, current or future circumstances relating to the basis of the rating, outlook or watch, such as adverse changes to our business, so warrant. Any future lowering of our ratings, outlook or watch likely would make it more difficult or more expensive for us to obtain additional debt financing.

The agreements and instruments governing our indebtedness contain restrictions and limitations that could significantly impact our ability to operate our business.

The Credit Facilities contain covenants that, among other things, restrict the ability of AII and its subsidiaries to:

incur additional indebtedness and create liens;
pay dividends and make other distributions or to purchase, redeem or retire capital stock;
purchase, redeem or retire certain junior indebtedness;
make loans and investments;
enter into agreements that limit AII's or its subsidiaries' ability to pledge assets or to make distributions or
loans to us or transfer assets to us;
sell assets;
enter into certain types of transactions with affiliates;
consolidate, merge or sell substantially all assets;
make voluntary payments or modifications of junior indebtedness; and
enter into lines of business.
    
The restrictions in the Credit Facilities may prevent us from taking actions that we believe would be in the best interest of our business and may make it difficult for us to execute our business strategy successfully or effectively compete with companies that are not similarly restricted. We may also incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility. We may be unable to refinance our indebtedness, at maturity or otherwise, on terms acceptable to us or at all.
    
The ability of AII to comply with the covenants and restrictions contained in the Credit Facilities may be affected by economic, financial and industry conditions beyond our control including credit or capital market disruptions. The breach of any of these covenants or restrictions could result in a default that would permit the applicable lenders to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest. If we are unable to repay indebtedness, lenders having secured obligations, such as the lenders under the Credit Facilities, could proceed against the collateral securing the indebtedness. In any such case, we may be unable to borrow under the Credit Facilities and may not be able to repay the amounts due under such facilities. This could materially and adversely affect our business, financial position, results of operations or cash flows and could cause us to become bankrupt or insolvent.


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Our ability to generate the significant amount of cash needed to pay interest and principal on our indebtedness and our ability to refinance all or a portion of our indebtedness or obtain additional financing depends on many factors beyond our control.

Atkore and AII are each holding companies, and as such they have no independent operations or material assets other than ownership of equity interests in their respective subsidiaries. Atkore and AII each depend on their respective subsidiaries to distribute funds to them so that they may pay obligations and expenses, including satisfying obligations with respect to indebtedness. Our ability to make scheduled payments on, or to refinance our obligations under, our indebtedness depends on the financial and operating performance of our subsidiaries and their ability to make distributions and dividends to us, which, in turn, depends on their results of operations, cash flows, cash requirements, financial position and general business conditions and any legal and regulatory restrictions on the payment of dividends to which they may be subject, many of which may be beyond our control.
    
We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal and interest on our indebtedness. If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek to obtain additional equity capital or restructure our indebtedness. In the future, our cash flow and capital resources may not be sufficient for payments of interest on and principal of our indebtedness, and such alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.
    
The outstanding borrowings under the First Lien Term Loan Facility have a maturity date of December 22, 2023 and the ABL Credit Facility is scheduled to mature on December 22, 2021. We may be unable to refinance any of our indebtedness or obtain additional financing, particularly because of our indebtedness. Market disruptions, such as those experienced in 2008 and 2009, as well as our indebtedness levels, may increase our cost of borrowing or adversely affect our ability to refinance our obligations as they become due. If we are unable to refinance our indebtedness or access additional credit, or if short-term or long-term borrowing costs dramatically increase, our ability to finance current operations and meet our short-term and long-term obligations could be adversely affected.
    
If our subsidiary AII cannot make scheduled payments on its indebtedness, it will be in default and the lenders under the Credit Facilities could terminate their commitments to loan money or foreclose against the assets securing their borrowings, and we could be forced into bankruptcy or liquidation.

Risks Related to Our Common Stock
    
Atkore is a holding company with no operations of its own, and it depends on its subsidiaries for cash to fund all of its operations and expenses, including to make future dividend payments, if any.

Our operations are conducted entirely through our subsidiaries, and our ability to generate cash to fund our operations and expenses, to pay dividends or to meet debt service obligations is highly dependent on the earnings and the receipt of funds from our subsidiaries through dividends or intercompany loans. Deterioration in the financial condition, earnings or cash flow of AII and its subsidiaries for any reason could limit or impair their ability to pay such distributions. Additionally, to the extent our subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of our financing arrangements, or are otherwise unable to provide funds to the extent of our needs, there could be a material adverse effect on our business, financial condition, results of operations or cash flows.

For example, the agreements governing the Credit Facilities significantly restrict the ability of our subsidiaries to pay dividends, make loans or otherwise transfer assets to us. Furthermore, our subsidiaries are permitted under the terms of the Credit Facilities to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to us.

The market price of our common stock may be volatile and could decline.

The market price of our common stock may fluctuate significantly. Among the factors that could affect our stock price are:
industry or general market conditions;
domestic and international economic factors unrelated to our performance;
changes in our customers' preferences;
new regulatory pronouncements and changes in regulatory guidelines;
lawsuits, enforcement actions and other claims by third parties or governmental authorities;

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actual or anticipated fluctuations in our quarterly operating results;
changes in securities analysts' estimates of our financial performance or lack of research coverage and reports by industry analysts;
action by institutional stockholders or other large stockholders (including the CD&R Investor), including future sales of our common stock;
failure to meet any guidance given by us or any change in any guidance given by us, or changes by us in our guidance practices;
announcements by us of significant impairment charges;
speculation in the press or investment community;
investor perception of us and our industry;
changes in market valuations or earnings of similar companies;
announcements by us or our competitors of significant contracts, acquisitions, dispositions or strategic partnerships;
war, terrorist acts and epidemic disease;
any future sales of our common stock or other securities;
additions or departures of key personnel; and
misconduct or other improper actions of our employees.

Stock markets have experienced extreme volatility in recent years that has been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. In the past, following periods of volatility in the market price of a company's securities, class action litigation has often been instituted against the affected company. Any litigation of this type brought against us could result in substantial costs and a diversion of our management's attention and resources, which could materially and adversely affect our business, financial position, results of operations or cash flows.

Future sales of shares by existing stockholders could cause our stock price to decline.

Sales of substantial amounts of our common stock in the public market, or the perception that these sales could occur, could cause the market price of our common stock to decline. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

As of November 17, 2017, we had 63,090,619 outstanding shares of common stock. Of these shares, all of the 31,550,000 shares sold in our IPO and secondary offerings by the CD&R Investor are freely tradable without restriction or further registration under the Securities Act of 1933, as amended (the "Securities Act"), unless purchased by our "affiliates," as that term is defined in Rule 144 under the Securities Act ("Rule 144").

On July 3, 2017, we filed a shelf registration statement on Form S-3 to register 30,460,377 shares of our common stock held by the CD&R Investor. Once sold, all 30,460,377 shares of our common stock currently held by the CD&R Investor were immediately tradable without restriction under the Securities Act, unless held by “Affiliates,” as that term is defined in Rule 144 under the Securities Act.

In June 2016, we filed a registration statement on Form S-8 under the Securities Act to register the shares of common stock to be issued under our equity compensation plans and, as a result, all shares of common stock issued upon exercise of (i) stock options granted under these plans and (ii) other equity based awards granted under the Atkore International Group Inc. Omnibus Incentive Plan, or the "Omnibus Incentive Plan", were also freely tradable under the Securities Act, subject to the terms of the lock-up agreements, unless purchased by our affiliates. As of November 17, 2017, there were stock options outstanding to purchase a total of 5,013,092 shares of our common stock. Additionally, 433,107 shares of our common stock are issuable pursuant to RSUs and 181,236 shares of our common stock are issuable pursuant to PSUs. As of November 17, 2017, 2,925,220 shares of our common stock were reserved for future issuance under our Omnibus Incentive Plan, of which 842,280 were subject to outstanding awards.

The remaining 31,540,619 shares of common stock outstanding as of November 17, 2017 are restricted securities within the meaning of Rule 144, but are eligible for resale subject to applicable volume, means of sale, holding period and other limitations of Rule 144. The market price of our common stock could decline if the holders of those shares sell them or are perceived by the market as intending to sell them. Furthermore, the CD&R Investor, which currently owns approximately 50% of the outstanding shares of our common stock as of November 17, 2017 has the right to require us to register shares of common stock for resale in some circumstances.


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In the future, we may issue additional shares of common stock or other equity or debt securities convertible into or exercisable or exchangeable for shares of our common stock in connection with a financing, strategic investment, litigation settlement or employee arrangement or otherwise. Any of these issuances could result in substantial dilution to our existing stockholders and could cause the trading price of our common stock to decline.

The timing and amount of the Company’s share repurchases are subject to a number of uncertainties.
In August 2017, the Company announced that its board of directors had approved a share repurchase program for the repurchase of up to an aggregate amount of $75 million of the Company’s common stock. Share repurchases under the program are funded with cash on hand. The amount and timing of share repurchases will be based on a variety of factors. Important factors that could cause the Company to limit, suspend or delay its share repurchases include unfavorable trading market conditions, the price of the Company's common stock, the nature of other investment opportunities presented to us from time to time, the ability to obtain financing at attractive rates and the availability of U.S. cash. The share repurchase program does not obligate us to acquire any particular amount of common stock, and it may be terminated at any time at the Company’s discretion.

If securities or industry analysts do not publish research or publish misleading or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts that covers our common stock downgrades our stock or publishes misleading or unfavorable research about our business, our stock price would likely decline. If one or more of the analysts ceases coverage of our common stock or fails to publish reports on us regularly, demand for our common stock could decrease, which could cause our common stock price or trading volume to decline.

The CD&R Investor has significant influence over us and may not always exercise its influence in a way that benefits our public stockholders.

As of November 17, 2017, the CD&R Investor owns approximately 50% of the outstanding shares of our common stock. As the Company's share repurchase program progresses, the CD&R Investor's ownership percentage may gradually increase. See Item 5, ''Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities'' for additional information. As a result, the CD&R Investor will continue to exercise significant influence over all matters requiring stockholder approval for the foreseeable future, including approval of significant corporate transactions, such as mergers and the sale of substantially all of our assets, which may reduce the market price of our common stock. In addition, the CD&R Investor will continue to have the right to designate for nomination for election at least 40% of the total number of our directors as long as the CD&R Investor beneficially owns at least 40% of our common stock.
   
Because the CD&R Investor's interests may differ from your interests, actions the CD&R Investor takes as a significant stockholder may not be favorable to you. For example, the concentration of ownership held by the CD&R Investor could delay, defer or prevent a change of control of us or impede a merger, takeover or other business combination that another stockholder may otherwise view favorably. Other potential conflicts could arise, for example, over matters such as employee retention or recruiting, or our dividend policy.

Under our amended and restated certificate of incorporation, the CD&R Investor and its affiliates and, in some circumstances, any of our directors and officers who is also a director, officer, employee, member or partner of the CD&R Investor and its affiliates, have no obligation to offer us corporate opportunities.

The policies relating to corporate opportunities and transactions with the CD&R Investor set forth in our second amended and restated certificate of incorporation ("amended and restated certificate of incorporation") address potential conflicts of interest between Atkore, on the one hand, and the CD&R Investor and its officers, directors, employees, members or partners who are directors or officers of our company, on the other hand. In accordance with those policies, the CD&R Investor may pursue corporate opportunities, including acquisition opportunities that may be complementary to our business, without offering those opportunities to us. Atkore stockholders are deemed to have notice of and have consented to these provisions of our amended and restated certificate of incorporation. Although these provisions are designed to resolve conflicts between us and the CD&R Investor and its affiliates fairly, conflicts may not be resolved in our favor or be resolved at all.


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Future offerings of debt or equity securities which would rank senior to our common stock may adversely affect the market price of our common stock.

If, in the future, we decide to issue debt or equity securities that rank senior to our common stock, it is likely that such securities will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock and may result in dilution to owners of our common stock. We and, indirectly, our stockholders, will bear the cost of issuing and servicing such securities. Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of our common stock will bear the risk of our future offerings reducing the market price of our common stock and diluting the value of their stock holdings in us.

Fulfilling our obligations incident to being a public company, including compliance with the requirements of the Exchange Act, and related rules under the Sarbanes-Oxley Act of 2002, or the "Sarbanes-Oxley Act," and the Dodd-Frank Act, will be expensive and time-consuming, and any delays or difficulties in satisfying these obligations could have a material adverse effect on our future results of operations and our stock price.

Our IPO was completed in June 2016. As a public company, we are subject to the reporting, accounting and corporate governance requirements of the NYSE, the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Act that apply to issuers of listed equity, which impose certain significant compliance requirements, costs and obligations upon us. The changes necessitated by being a publicly listed company require a significant commitment of additional resources and management oversight which increase our operating costs. Further, to comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. In addition, we may identify control deficiencies which could result in a material weakness or significant deficiency. In the past, we have identified material weaknesses, all of which have since been remediated. We did not identify any material weaknesses for fiscal 2017.

The expenses associated with being a public company include increases in auditing, accounting and legal fees and expenses, investor relations expenses, increased directors' fees and director and officer liability insurance costs, registrar and transfer agent fees and listing fees, as well as other expenses. As a public company, we are required, among other things, to define and expand the roles and the duties of our board of directors and its committees and institute more comprehensive compliance and investor relations functions. Failure to comply with Sarbanes-Oxley Act or Dodd-Frank Act could potentially subject us to sanctions or investigations by the SEC, the NYSE or other regulatory authorities.

Anti-takeover provisions in our amended and restated certificate of incorporation and amended and restated by-laws could discourage, delay or prevent a change of control of our company and may affect the trading price of our common stock.

Our amended and restated certificate of incorporation and our second amended and restated by-laws, ("amended and restated by-laws") include a number of provisions that may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable. For example, our amended and restated certificate of incorporation and amended and restated by-laws collectively:

authorize the issuance of "blank check" preferred stock that could be issued by our board of directors to thwart a takeover attempt;
provide for a classified board of directors, which divides our board of directors into three classes, with members of each class serving staggered three-year terms, which prevents stockholders from electing an entirely new board of directors at an annual meeting;
limit the ability of stockholders to remove directors if the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock;
provide that vacancies on our board of directors, including vacancies resulting from an enlargement of our board of directors, may be filled only by a majority vote of directors then in office;
prohibit stockholders from calling special meetings of stockholders if the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock;
prohibit stockholder action by written consent, thereby requiring all actions to be taken at a meeting of the stockholders, if the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock;
establish advance notice requirements for nominations of candidates for election as directors or to bring other business before an annual meeting of our stockholders; and

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require the approval of holders of at least 66⅔% of the outstanding shares of our common stock to amend our amended and restated by-laws and certain provisions of our amended and restated certificate of incorporation if the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock.

These provisions may prevent our stockholders from receiving the benefit from any premium to the market price of our common stock offered by a bidder in a takeover context. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if the provisions are viewed as discouraging takeover attempts in the future.

Our amended and restated certificate of incorporation and amended and restated by-laws may also make it difficult for stockholders to replace or remove our management. Furthermore, the existence of the foregoing provisions, as well as the significant amount of common stock that the CD&R Investor owns, could limit the price that investors might be willing to pay in the future for shares of our common stock. These provisions may facilitate management entrenchment that may delay, deter, render more difficult or prevent a change in our control, which may not be in the best interests of our stockholders.

We could be the subject of securities class action litigation due to future stock price volatility, which could divert management's attention and materially and adversely affect our business, financial position, results of operations or cash flows.

The stock market in general, and market prices for the securities of companies like ours in particular, have from time to time experienced volatility that often has been unrelated to the operating performance of the underlying companies. These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our operating performance. In certain situations in which the market price of a stock has been volatile, holders of that stock have instituted securities class action litigation against the company that issued the stock. If any of our stockholders were to bring a similar lawsuit against us, the defense and disposition of the lawsuit could be costly and divert the time and attention of our management and could materially and adversely affect our business, financial position, results of operations or cash flows.

We do not currently intend to pay dividends on our common stock for the foreseeable future and, consequently, your ability to achieve a return on your investment depends on appreciation in the price of our common stock.

We do not currently intend to declare and pay dividends on our common stock for the foreseeable future. We currently intend to use our future earnings, if any, to repay debt, to fund our growth, to develop our business, for working capital needs and for general corporate purposes. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future, and the success of an investment in shares of our common stock depends upon any future appreciation in their value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares. Payments of dividends, if any, are at the sole discretion of our board of directors after taking into account various factors, including general and economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications of the payment of dividends by us to our stockholders or by our subsidiaries (including AII) to us, and such other factors as our board of directors may deem relevant. In addition, our operations are conducted almost entirely through our subsidiaries. As such, to the extent that we determine in the future to pay dividends on our common stock, none of our subsidiaries will be obligated to make funds available to us for the payment of dividends. Further, the agreements governing the Credit Facilities significantly restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us. In addition, Delaware law imposes additional requirements that may restrict our ability to pay dividends to holders of our common stock.

Our amended and restated certificate of incorporation includes provisions limiting the personal liability of our directors for breaches of fiduciary duty under the DGCL.

Our amended and restated certificate of incorporation contains provisions permitted under the action asserting a claim arising under the General Corporation Law of the State of Delaware ("DGCL") relating to the liability of directors. These provisions eliminate a director's personal liability to the fullest extent permitted by the DGCL for monetary damages resulting from a breach of fiduciary duty, except in circumstances involving:

any breach of the director's duty of loyalty;
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law;
under Section 174 of the DGCL (unlawful dividends); or
any transaction from which the director derives an improper personal benefit.


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The principal effect of the limitation on liability provision is that a stockholder will be unable to prosecute an action for monetary damages against a director unless the stockholder can demonstrate a basis for liability for which indemnification is not available under the DGCL. These provisions, however, should not limit or eliminate our rights or any stockholder's rights to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director's fiduciary duty. These provisions do not alter a director's liability under federal securities laws. The inclusion of this provision in our amended and restated certificate of incorporation may discourage or deter stockholders or management from bringing a lawsuit against directors for a breach of their fiduciary duties, even though such an action, if successful, might otherwise have benefited us and our stockholders.

Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or stockholders.

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed to us or our stockholders by any of our directors, officers, other employees, agents or stockholders, (iii) any action asserting a claim arising out of or under the DGCL, or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware (including, without limitation, any action asserting a claim arising out of or pursuant to our amended and restated certificate of incorporation or our amended and restated by-laws) or (iv) any action asserting a claim that is governed by the internal affairs doctrine. As a stockholder in our company, you are deemed to have notice of and have consented to the provisions of our amended and restated certificate of incorporation related to choice of forum. The choice of forum provision in our amended and restated certificate of incorporation may limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or any of our directors, officers, other employees, agents or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect our business, financial position, results of operations or cash flows.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties
Our corporate headquarters are located in owned premises at 16100 South Lathrop Avenue, Harvey, Illinois. We and our operating companies own and lease a variety of facilities, principally in the United States, for manufacturing, distribution and light assembly. Our manufacturing, distribution and assembly centers are strategically located to optimize route efficiency, market coverage and overhead. The following chart identifies the number of owned and leased facilities used by each of our reportable segments as of September 30, 2017. We believe that these facilities, when considered with our corporate headquarters, offices and warehouses are suitable and adequate to support the current needs of our business.
Reportable Segment
Owned Facilities
 
Leased Facilities
Electrical Raceway
7

 
32

Mechanical Products & Solutions
7

 
15

We believe that our facilities are well-maintained and are sufficient to meet our current and projected needs. We also have an ongoing process to continually review and update our real estate portfolio to meet changing business needs. Our two principal facilities are located in Harvey, Illinois and New Bedford, Massachusetts. Our owned manufacturing facility in Harvey, Illinois supports both our Electrical Raceway and MP&S segments. Our owned facility in New Bedford, Massachusetts supports our Electrical Raceway segment.
Item 3. Legal Proceedings
    
See Note 16, ''Commitments and Contingencies'' to the accompanying consolidated financial statements included elsewhere in this Annual Report.


26



Item 4. Mine Safety Disclosures

None.

27



PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Common Stock Market Prices

Shares of our common stock have traded on the NYSE under the symbol ATKR since June 10, 2016. Prior to that date, there was no market for our common stock. The range of high and low sale prices of our common stock as reported by the NYSE is set forth in the table below:
 
 
High Sales Price
 
Low Sales Price
2016
 
 
 
 
Third quarter (1)
 
$16.85
 
$15.56
Fourth quarter
 
$19.17
 
$14.17
2017
 
 
 
 
First quarter
 
$24.34
 
$18.00
Second quarter
 
$27.30
 
$22.96
Third quarter
 
$26.80
 
$20.64
Fourth quarter
 
$23.43
 
$15.05
(1) Represents the period from June 10, 2016, the date of our initial listing on the NYSE, through June 24, 2016, the end of our third fiscal quarter.

chart-9985c302a43f6fcd04a.jpg
** Assumes $100 invested on June 10, 2016 in stock or index, including reinvestment of dividends.

28




The following group of 10 public companies represents the Company's peer group:
Pentair plc
Eaton Corp. Plc
Schneider Electric SE
Hubbell Incorporated Class B
ABB Ltd. Sponsored ADR
Littelfuse, Inc.
Acuity Brands
Legrand SA
AZZ Inc.
NCI Building Systems, Inc.

Holders

As of November 17, 2017, there were 2 stockholders of record of our common stock. This number excludes stockholders whose stock is held in nominee or street name by brokers.

Dividend Policy

We have not and do not currently intend to declare or pay dividends on our common stock for the foreseeable future. We currently intend to use our future earnings, if any, to repay debt, to fund our growth, to develop our business, for working capital needs and general corporate purposes. Our ability to pay dividends to holders of our common stock is significantly limited as a practical matter by the Credit Facilities insofar as we may seek to pay dividends out of funds made available to us by AII or its subsidiaries, because AII's debt instruments directly or indirectly restrict AII's ability to pay dividends or make loans to us. Any future determination to pay dividends on our common stock will be subject to the discretion of our board of directors and depend upon various factors, including our results of operations, financial condition, liquidity requirements, capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends, restrictions imposed by Delaware law, general business conditions and other factors that our board of directors may deem relevant.

Issuer Purchases of Equity Securities

The following table shows our purchases of our common stock during the fourth quarter of fiscal 2017:
Period
 
Total Number of Shares Purchased
 
Average Price Paid Per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Program(1)
 
Maximum Value of Shares that May Yet Be Purchased Under the Program(1)
August 1, 2017 - August 31, 2017
 
80.9

 
$
16.49

 
80.9

 
$
73,666

September 1, 2017 - September 30, 2017
 
700.5

 
$
17.95

 
700.5

 
$
61,089

Total
 
781.4

 
 
 
781.4

 


(1) On August 24, 2017, we announced that our Board of Directors approved a share repurchase program, under which we may repurchase up to an aggregate amount of $75.0 million of our outstanding stock over an open-ended period of time. We will conduct repurchases under the program in the open market and through broker negotiated purchases in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and subject to market conditions, applicable legal requirements and other relevant factors. The share repurchase program will be funded from our available cash balances. This share repurchase program does not obligate us to acquire any particular amount of common stock, and it may be terminated at any time at our discretion. As of September 30, 2017, there were approximately $61.1 million of authorized repurchases remaining.
    


29




Securities Authorized for Issuance Under Equity Compensation Plans

The following table contains information, as of September 30, 2017, about the amount of common shares to be issued upon the exercise of outstanding options, performance share options ("PSUs") and restricted stock units ("RSUs") granted under the Omnibus Incentive Plan ("Omnibus Incentive Plan").
(share amounts in thousands)
 
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
 
Weighted Average Exercise Price of Outstanding Options
 
Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in (1))
Plan Category
 
(1)
 
 
Equity compensation plans approved by shareholders
 
5,816

 
$
8.30

 
2,923

Equity compensation plans not approved by shareholders
 

 

 

Total
 
5,816

 
$
8.30

 
2,923


(1) Includes 5,158 stock options, 181 PSUs and 477 RSUs granted to officers pursuant to the Omnibus Incentive Plan. For a description of the Omnibus Incentive Plan, see Note 4, ''Stock Incentive Plan'' to the accompanying consolidated financial statements included elsewhere in this Annual Report.

Recent Sales of Unregistered Securities

In October 2015, we issued 5,138 shares of our common stock to certain former employees upon exercise of vested options at a purchase price of $9.12 per share.

In November 2015, we issued 2,055 shares of our common stock to certain former employees upon exercise of vested options at a purchase price of $9.12 per share.

In December 2015, we issued 2,778 shares of our common stock to current employees in exchange for $25,350 in cash.

In December 2015, we issued 22,834 restricted stock units to 3 outside directors with a value of $13.14 per unit.

In January 2016, we issued 5,138 shares of our common stock to certain former employees upon exercise of vested options at a purchase price of $13.14 per share.

In January 2016, we issued 2,152 shares of our common stock to a current employee in exchange for $28,278 in cash.

The sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act or Regulation D or Rule 701 promulgated thereunder, as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701.

There were no underwriters employed in connection with any of the transactions set forth as "Recent Sales of Unregistered Securities."
    

30



Item 6. Selected Financial Data

The following tables set forth selected historical financial data as of the dates and for the periods indicated. The selected historical consolidated financial data as of September 30, 2017 and September 30, 2016 and for the fiscal years ended September 30, 2017, September 30, 2016 and September 25, 2015 have been derived from our audited consolidated financial statements and related notes included elsewhere in this Annual Report. The selected historical consolidated financial data as of September 25, 2015 and September 26, 2014 and for the years ended September 26, 2014 and September 27, 2013 have been derived from our audited consolidated financial statements and related notes not included elsewhere in this Annual Report. The selected historical consolidated financial data as of September 27, 2013 has been derived from our unaudited consolidated financial statements and related notes not included elsewhere in this Annual Report. The selected financial data presented below should be read in conjunction with Item 7, ''Management's Discussion and Analysis of Financial Condition and Results of Operations'' and the consolidated financial statements and related notes included in Item 8, ''Financial Statements and Supplementary Data'' of this Annual Report on Form 10-K. Our historical results are not necessarily indicative of the results to be expected for any future period.
(in thousands, except per share data)
September 30, 2017 (1)
 
September 30, 2016
 
September 25, 2015 (2)
 
September 26, 2014 (3)
 
September 27, 2013 (4)
Statement of Operations Data:
 
 
 
 
 
 
 
 
 
Net sales
$
1,503,934

 
$
1,523,384

 
$
1,729,168

 
$
1,702,838

 
$
1,475,897

Income (loss) from continuing operations
$
84,639

 
$
58,796

 
$
(4,955
)
 
$
(73,948
)
 
$
(18,581
)
Loss from discontinued operations (net of tax) (5)

 

 

 

 
(42,654
)
Net income (loss)
$
84,639

 
$
58,796

 
$
(4,955
)
 
$
(73,948
)
 
$
(61,235
)
Convertible preferred stock and dividends
$

 
$

 
$

 
$
29,055

 
$
47,234

Income (loss) from continuing operations per share
 
 
 
 
 
 
 
 
 
Basic
$
1.33

 
$
0.94

 
$
(0.08
)
 
$
(2.02
)
 
$
(0.46
)
Diluted
$
1.27

 
$
0.94

 
$
(0.08
)
 
$
(2.02
)
 
$
(0.46
)
Net income (loss) per share
 
 
 
 
 
 
 
 
 
Basic
$
1.33

 
$
0.94

 
$
(0.08
)
 
$
(2.02
)
 
$
(2.66
)
Diluted
$
1.27

 
$
0.94

 
$
(0.08
)
 
$
(2.02
)
 
$
(2.66
)
Balance Sheet Data (at end of period):
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
45,718

 
$
200,279

 
$
80,598

 
$
33,360

 
$
54,770

Total assets
1,215,092

 
1,164,568

 
1,113,799

 
1,185,419

 
1,272,195

Long-term obligations
642,384

 
702,500

 
747,024

 
735,060

 
504,827

Total equity
360,871

 
257,246

 
156,277

 
176,469

 
510,377

Cash Flow Data:
 
 
 
 
 
 
 
 
 
Cash flows provided by (used in):
 
 
 
 
 
 
 
 
 
Operating activities
$
121,654

 
$
156,646

 
$
141,073

 
$
86,333

 
$
35,424

Investing activities
(205,833
)
 
(12,895
)
 
(46,641
)
 
(48,860
)
 
(87,252
)
Financing activities
(67,760
)
 
(23,908
)
 
(44,106
)
 
(57,584
)
 
55,823

Other Financial Data:
 
 
 
 
 
 
 
 
 
Adjusted net sales (6)
$
1,503,934

 
$
1,515,568

 
$
1,550,575

 
$
1,510,150

 
$
1,277,175

Adjusted EBITDA (7)
227,608

 
235,002

 
163,950

 
126,597

 
111,559

Adjusted EBITDA Margin (8)
15.1
%
 
15.5
%
 
10.6
%
 
8.4
%
 
8.7
%
Capital expenditures
25,122

 
16,830

 
26,849

 
24,362

 
14,999


31



(1
)
 
Includes results of operations of Marco Cable Management ("Marco"), Flexicon Limited ("Flexicon") and Calpipe Industries, LLC ("Calpipe") from May 18, 2017, September 1, 2017, and September 29, 2017 respectively. See Note 2, "Acquisitions" to our audited consolidated financial statements included elsewhere in this Annual Report.
(2
)
 
Includes results of operations of American Pipe & Plastics, Inc., or "APPI," and Steel Components, Inc., or "SCI," from October 20, 2014 and November 17, 2014, respectively. See Note 2, "Acquisitions" to our audited consolidated financial statements included elsewhere in this Annual Report.
(3
)
 
Includes results of operations of EP Lenders II, LLC d/b/a Ridgeline ("Ridgeline") from October 11, 2013.
(4
)
 
Includes results of operations of Heritage Plastics, Inc ("Heritage Plastics") and Liberty Plastics, LLC ("Liberty Plastics") from September 17, 2013.
(5
)
 
We divested our business in Brazil during fiscal 2013, which was reported as a discontinued operation.
(6
)
 
We present Adjusted net sales to facilitate comparisons of reported net sales from period to period. In August 2015, we announced plans to exit our Fence and Sprinkler steel pipe and tube product lines ("Fence and Sprinkler") in order to re-align our long-term strategic focus. These product lines were discontinued during the first quarter of fiscal 2016. We define Adjusted net sales as reported net sales excluding net sales directly attributable to Fence and Sprinkler. We believe Adjusted net sales is useful for investors because management uses Adjusted net sales as an operating measure to evaluate our ongoing business operations, which no longer include Fence and Sprinkler. Adjusted net sales has limitations as an analytical tool, and should not be considered in isolation or as an alternative to measures based on accounting principles generally accepted in the United States of America ("GAAP"), such as net sales or other financial statement data presented in our consolidated financial statements as an indicator of revenue. Because Adjusted net sales is not a measure determined in accordance with GAAP and is susceptible to varying calculations, Adjusted net sales, as presented, may not be comparable to other similarly titled measures of other companies.

The following table sets forth a reconciliation of net sales to Adjusted net sales for the periods presented:
 
 
Fiscal year ended
(in thousands)
 
September 30, 2017
 
September 30, 2016
 
September 25, 2015
 
September 26, 2014
 
September 27, 2013
Net sales
 
$
1,503,934

 
$
1,523,384

 
$
1,729,168

 
$
1,702,838

 
$
1,475,897

Impact of Fence and Sprinkler exit
 

 
(7,816
)
 
(178,593
)
 
(192,688
)
 
(198,722
)
Adjusted net sales
 
$
1,503,934

 
$
1,515,568

 
$
1,550,575

 
$
1,510,150

 
$
1,277,175

(7
)
 
We define Adjusted EBITDA as net income (loss) before: loss from discontinued operations (net of income taxes), income tax expense (benefit), depreciation and amortization, interest expense (net), loss (gain) on extinguishment of debt, restructuring and impairments, stock-based compensation, consulting fees, multi-employer pension withdrawal, certain legal matters, transaction costs, gain on sale of joint venture, other items, and the impact from our Fence and Sprinkler exit. Prior to fiscal 2017, net income (loss) was also adjusted to exclude net periodic pension benefit costs and the impact from routine anti-microbial coated sprinkler pipe, or "ABF" product liability. These costs are no longer an adjustment to Adjusted EBITDA beginning in fiscal 2017. Prior fiscal years have not been revised for this change due to the relative insignificance and nature of the amounts.
 
 
We believe Adjusted EBITDA, when presented in conjunction with comparable GAAP measures, is useful for investors because management uses Adjusted EBITDA as a profitability measure in evaluating the performance of our business.
 
 
Adjusted EBITDA is not considered a measure of financial performance under GAAP and the items excluded therefrom are significant components in understanding and assessing our financial performance. Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation or as an alternative to such GAAP measures as net income (loss), cash flows provided by or used in operating, investing or financing activities or other financial statement data presented in our consolidated financial statements as an indicator of financial performance or liquidity. Some of these limitations are:
 
 
 
 
Adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs;
 
Adjusted EBITDA does not reflect interest expense, or the requirements necessary to service interest or principal payments on debt;
 
Adjusted EBITDA does not reflect income tax expense (benefit) or the cash requirements to pay taxes;
 
Adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; and
 
although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.

Because Adjusted EBITDA is not a measure determined in accordance with GAAP and is susceptible to varying calculations, Adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies.


32



The following table sets forth a reconciliation of net income (loss) to Adjusted EBITDA for the periods presented:
 
 
Fiscal year ended
(in thousands)
 
September 30, 2017
 
September 30, 2016
 
September 25, 2015
 
September 26, 2014
 
September 27, 2013
Net income (loss)
 
$
84,639

 
$
58,796

 
$
(4,955
)
 
$
(73,948
)
 
$
(61,235
)
Loss from discontinued operations, net of income tax (expense) benefit
 

 

 

 

 
42,654

Income tax expense (benefit)
 
41,486

 
27,985

 
(2,916
)
 
(32,939
)
 
(2,966
)
Depreciation and amortization
 
54,727

 
55,017

 
59,465

 
58,695

 
48,412

Interest expense, net
 
26,598

 
41,798

 
44,809

 
44,266

 
47,869

Loss (gain) on extinguishment of debt
 
9,805

 
(1,661
)
 

 
43,667

 

Restructuring & impairments (a)
 
1,256

 
4,096

 
32,703

 
46,687

 
10,931

Net periodic pension benefit cost (b)
 

 
441

 
578

 
1,368

 
3,371

Stock-based compensation (c)
 
12,788

 
21,127

 
13,523

 
8,398

 
2,199

ABF product liability impact (d)
 

 
850

 
(216
)
 
2,841

 
1,383

Consulting fees (e)
 

 
15,425

 
3,500

 
4,854

 
6,000

Multi-employer pension withdrawal (f)
 

 

 

 

 
7,290

Legal matters (g)
 
7,551

 
1,382

 

 

 

Transaction costs (h)
 
4,779

 
7,832

 
6,039

 
5,049

 
1,780

Gain on sale of joint venture (i)
 
(5,774
)
 

 

 

 

Other (j)
 
(10,247
)
 
1,103

 
14,305

 
12,656

 
7,685

Impact of Fence and Sprinkler exit (k)
 

 
811

 
(2,885
)
 
5,003

 
(3,814
)
Adjusted EBITDA
 
$
227,608

 
$
235,002

 
$
163,950

 
$
126,597

 
$
111,559

 
 
 
 
 
 
 
 
 
 
 
(a)
Restructuring amounts represent exit or disposal costs including termination benefits and facility closure costs. Impairment amounts represent write-downs of goodwill, intangible assets and/or current or long-lived assets. See Note 5, ''Restructuring Charges and Asset Impairments'' and Note 13, ''Goodwill and Intangible Assets'' to our consolidated financial statements for further detail.
(b)
Through fiscal 2016, represents pension costs in excess of cash funding for pension obligations in the period. Beginning in fiscal 2017, the Company has not excluded net periodic pension benefit cost from Adjusted EBITDA. Prior years have not been revised for this change due to the relative insignificance and nature of these amounts. See Note 3, ''Postretirement Benefits'' to our consolidated financial statements for further detail.
(c)
Represents stock-based compensation expenses related to stock option awards, performance stock awards and restricted stock awards. See Note 4, ''Stock Incentive Plan'' to our consolidated financial statements for further detail.
(d)
Through fiscal 2016, represents changes in the Company's estimated exposure to ABF matters. Beginning in fiscal 2017, the company has excluded the costs incurred with the routine ABF product liability from Adjusted EBITDA. Prior years have not been revised for this change due to the relative insignificance and nature of these amounts. See Note 16, ''Commitments and Contingencies'' to our consolidated financial statements for further detail.
(e)
Represents amounts paid to CD&R and, until April 9, 2014, to Tyco. The CD&R consulting agreement was terminated on June 15, 2016. See Note 18, ''Related Party Transactions'' to our consolidated financial statements for further detail.
(f)
Represents our proportional share of a multi-employer pension liability from which we withdrew in fiscal 2013. See Note 3, ''Postretirement Benefits'' to our consolidated financial statements for further detail.
(g)
Represents certain legal matters. See Note 16, ''Commitments and Contingencies'' to our consolidated financial statements for further detail.
(h)
Represents expenses related to our initial public offering ("IPO"), secondary offerings and acquisition and divestiture-related activities. See Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies'' and Note 2, ''Acquisitions'' to our consolidated financial statements for further detail.
(i)
Represents gain on sale of Abahsain-Cope Saudi Arabia Ltd. joint venture. See Note 11, ''Assets Held for Sale'' to our consolidated financial statements for further detail.
(j)
Represents other items, such as inventory reserves and adjustments, realized or unrealized gain (loss) on foreign currency transactions and release of indemnified uncertain tax positions.
(k)
Represents historical performance of Fence and Sprinkler and related operating costs.
(8
)
 
We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of Net sales.


33



Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following information should be read in conjunction with the accompanying consolidated financial statements and related notes included in this Annual Report.
The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed below and elsewhere in this report, particularly in "Special Note Regarding Forward-Looking Statements and Information" and "Risk Factors" included elsewhere in this Annual Report. The percentages provided below reflect rounding adjustments. Accordingly, figures expressed as percentages when aggregated may not be the arithmetic sum of the percentages that precede them.
Business Factors Influencing our Results of Operations

We are a leading manufacturer of Electrical Raceway products primarily for the non-residential construction and renovation markets and MP&S for the construction and industrial markets. Electrical Raceway products form the critical infrastructure that enables the deployment, isolation and protection of a structure's electrical circuitry from the original power source to the final outlet. MP&S frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications. We believe we hold #1 or #2 positions in the United States by net sales in the vast majority of our products. The quality of our products, the strength of our brands and our scale and presence provide what we believe to be a unique set of competitive advantages that position us for profitable growth.

The following factors may affect our results of operations in any given period:

Economic Conditions. Our business depends on demand from customers across various end markets, including wholesale distributors, OEMs, retail distributors and general contractors. Our products are primarily used by trade contractors in the construction and renovation of non-residential structures such as commercial office buildings, healthcare facilities and manufacturing plants. In fiscal 2017, 91% of our net sales were to customers located in the United States. As a result, our business is heavily dependent on the health of the United States economy, in general, and on United States non-residential construction activity, in particular. A stronger United States economy and robust non-residential construction generally increase demand for our products.

We believe that our business and demand for our products is influenced by two main economic indicators: United States gross domestic product, or "GDP," and non-residential construction starts, measured in square footage. The United States non-residential construction market has experienced modest growth over the past few years, in line with United States GDP. Our historic results have been positively impacted by growth in the non-residential construction market, as such growth leads to greater demand for our products. MR&R activity generally increases and represents a greater share of non-residential construction activity during challenging periods in the economic or construction cycle. During those periods, our MR&R demand as a percentage of total demand typically increases, providing a more consistent revenue stream for our business.

Raw Materials. We use a variety of raw materials in the manufacture of our products, which primarily include steel, copper and PVC resin. We believe that sources for these raw materials are well established, generally available and are in sufficient quantity that we may avoid disruption in our business. The cost to procure these raw materials is subject to price fluctuations, often as a result of macroeconomic conditions. Our cost of sales may be affected by changes in the market price of these materials, and to a lesser extent, other commodities, such as zinc, aluminum, electricity, natural gas and diesel fuel. The prices at which we sell our products may adjust upward or downward based on raw material price changes. We believe several factors drive the pricing of our products, including the quality of our products, the ability to meet customer delivery expectations and co-loading capabilities, as well as the prices of our raw material inputs. Historically, we have not engaged in hedging strategies for raw material purchases. Our results may be impacted by inventory liquidations at costs higher or lower than current prices we pay for similar items.

Working Capital. Our working capital requirements are impacted by our operational activities. Our inventory levels may be impacted from time to time, due to delivery lead times from our suppliers. We are typically obligated to pay for our raw material purchases within 10 and 30 days of their receipt, while we generally collect cash from the sale of our manufactured products between 40 and 50 days from the point at which title and risk of loss transfers. Our average working capital days during fiscal 2017 was 68 days.

Seasonality. In a typical year, our operating results are impacted by seasonality. Historically, sales of our products have been higher in the third and fourth quarters of each fiscal year due to favorable weather for construction-related activities.

34




Recent Acquisitions. In addition to our organic growth, we have transformed the Company through acquisitions in recent years, allowing us to expand our product offerings with existing and new customers. In accordance with GAAP, the results of our acquisitions are reflected in our financial statements from the date of each acquisition forward.

Our acquisition strategy has focused primarily on growing market share by complementing our existing portfolio with synergistic products and expanding into end-markets that we have not previously served. In total, we have invested over $400 million in acquisitions since 2011.

In 2012, we acquired Flexhead Industries, or "Flexhead," a leading manufacturer of flexible sprinkler drops that provided a set of higher margin, value-added products to our MP&S portfolio. Flexhead's products provide engineers, architects, contractors and building owners with solutions for rapid installation, simple relocation and system versatility for commercial ceilings applications.

Product diversification has been a core element to our growth strategy. Prior to 2013, our Electrical Raceway offering primarily consisted of steel and copper products. At that time, we produced PVC conduit from a single facility in Georgia, and we did not have a meaningful presence in the market. In 2013 and 2014, we completed the acquisitions of Heritage Plastics, Liberty Plastics, Ridgeline and APPI, which significantly increased our portfolio of PVC products, including PVC conduit, fittings, elbows and sweeps. The additional scale, which included new operations in the Northeast, Midwest, Southwest and Western United States, enabled us to more comprehensively serve our largest electrical distribution customers in this product line and significantly increased our market share and presence in the Electrical Raceway market. These acquisitions also substantially increased our cross-selling opportunities, providing a meaningful avenue for growth going forward.

In 2015, we acquired SCI, a manufacturer of electrical fittings for steel, flexible and liquidtight conduit as well as armored cable. SCI enhanced the breadth of our product portfolio and is representative of the opportunities we have in our fragmented markets to add complementary products that will further support our growth and customer value proposition.

On May 18, 2017, we acquired Marco Cable Management ("Marco"), a leading designer and manufacturer of wire basket cable tray, PVC trunking and aluminum power poles. Marco's product portfolio adds value to our electrical distribution partners in the United Kingdom and expands the Company's presence in the United Kingdom and the rest of Europe.

On September 1, 2017, we acquired Flexicon Limited ("Flexicon"), a leading global manufacturer of metallic and non-metallic flexible cable protection systems that carry many international and market product approvals and serves the industrial, commercial and infrastructure sectors in more than 55 countries.

On September 29, 2017, we acquired Calpipe Industries, LLC ("Calpipe"), a market leader for electrical conduit systems for corrosive environments and bollards for high security, access control and architectural environments.

We expect to continue to pursue synergistic acquisitions as part of our growth strategy to expand our product offerings.
See Note 2, ''Acquisitions'' to the accompanying consolidated financial statements included elsewhere in this Annual Report.

Divestitures and Restructurings. Since 2011, we have continuously evaluated our operations to ensure that we are investing resources strategically. Our assessment has included existing operating performance, required levels of investment to improve performance and the overall complexities of doing business in certain markets and geographic regions. After careful consideration, we streamlined our business through a combination of business divestitures, asset sales and the exit of certain product lines.
    
In 2012, we sold our interest in a joint venture in Saudi Arabia that represented our only investment in the Middle East because we determined that it did not provide sufficient earnings or strategic value. During that same year, we also sold two low-margin, commodity-oriented businesses in the United States for which we had limited market presence or competitive differentiation—our hollow structural tube business based in Morrisville, Pennsylvania and our sprinkler system fabrication business. During 2013, we further reduced our non-domestic footprint by closing one facility in Brazil, selling the remainder of our Brazilian operations and closing our Acroba subsidiary in France.


35



In 2015, we exited Fence and Sprinkler, two product lines that did not align with our long-term vision due to limited product differentiation, exposure to significant import competition, ongoing price pressure due to overcapacity in the market and having different channels to market than our Electrical Raceway and MP&S segments. In conjunction with the exit from Fence and Sprinkler, we evaluated the viability of a Philadelphia, Pennsylvania manufacturing facility and determined that significant investment would be required to bring that facility to an acceptable level of operation. Given our ability to shift ongoing production capacity from that facility to other existing facilities, we closed this facility in the first quarter of fiscal 2016. Neither Fence nor Sprinkler constituted a component with a significance level that would have required presentation as discontinued operations.

See Note 5, ''Restructuring Charges and Asset Impairments'' and Note 11, ''Assets Held for Sale'' to the accompanying consolidated financial statements included elsewhere in this Annual Report.

Initial Public Offering.  On June 9, 2016, our registration statement on Form S-1 for our IPO was declared effective by the SEC. On June 15, 2016, we completed the offering of 12,000,000 shares of our common stock at a price of $16.00 per share. In a series of secondary offerings during fiscal 2017, the CD&R Investor sold an aggregate 19,550,000 shares of our common stock. The CD&R Investor received all of the net proceeds and bore all commissions and discounts from the sale of our common stock. We did not receive any proceeds from the shares sold in the IPO or secondary offerings.

Foreign Currencies. In fiscal 2017, approximately 9% of our net sales came from customers located outside the United States, most of which were foreign currency sales denominated in British pounds sterling, Canadian dollars, Australian dollars, Chinese Yuan and New Zealand dollars. The functional currency of our operations outside the United States is generally the local currency. Assets and liabilities of our non-U.S. subsidiaries are translated into United States dollars using period-end exchange rates. Foreign revenue and expenses are translated at the monthly average exchange rates in effect during the period. Foreign currency translation adjustments are included as a component of accumulated other comprehensive loss within our statements of comprehensive income (loss). See "Quantitative and Qualitative Disclosures about Market RiskForeign Currency Risk."

See Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies'' to the accompanying consolidated financial statements included elsewhere in this Annual Report.

Emerging Industry Trends. In addition to United States GDP and non-residential construction starts, there are emerging industry trends that we believe will drive further demand for our products. These include new building technologies which enhance facility management, such as automation and LED lighting systems, as well as the rapid expansion of certain non-residential construction categories, including data centers and healthcare facilities. In recent years, technological advancements aimed at improving facility management have been driven by a number of factors, including integration and interoperability, the proliferation of the Internet and associated increases in data and power requirements and a desire to reduce costs through improved energy efficiency, lighting systems and operating effectiveness. We believe that these trends will drive greater needs for electrical capacity and circuitry, increasing the demand for many of our products. We also target high growth end-markets that are projected to experience rapid growth and to drive demand for our products, including our framing and support products. According to Dodge non-residential construction data, healthcare sector construction activity is projected to grow at a compound annual growth rate ("CAGR") of 10.3% between 2017 and 2019. Lastly, based on third-party data, growth in the data center construction market in the United States is forecast to grow at a CAGR of 4.2% between 2015 and 2020 and, between 2016 and 2021, the building lighting control systems market in the United States is forecast to grow at a CAGR of 5%, while the LED lighting market in North America is forecast to grow at a CAGR of 13%.

36




Reportable Segments

We operate our business through two operating segments which are also our reportable segments: Electrical Raceway and MP&S. Our operating segments are organized based on primary market channel and, in most instances, the end use of products. We review the results of our operating segments separately for the purposes of making decisions about resource allocation and performance assessment. We evaluate performance on the basis of net sales, Adjusted net sales and Adjusted EBITDA. See Note 19, ''Segment Information'' to the accompanying consolidated financial statements included elsewhere in this Annual Report.

Effective in the fourth quarter of fiscal 2017, the Company implemented a realignment of its segment financial reporting structure such that its international businesses within EMEA and APAC are now reflected in its Electrical Raceway segment. These businesses were previously reflected within the MP&S segment. See Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies'' for additional information. Prior year results have been revised for the impact of the realignment for comparability.
    
Fiscal Year

Starting in fiscal 2016, the Company has a fiscal year that ends on September 30. Prior to fiscal 2016, the fiscal year ended on the last Friday in September. Fiscal year 2017 and 2015 were 52-week fiscal years which ended on September 30, 2017 and September 25, 2015, respectively. Fiscal year 2016 was a 53-week fiscal year which ended on September 30, 2016. Our fiscal quarters end on the last Friday in December, March and June.

Key Components of Results of Operations

Net sales

Net sales represents external sales of Electrical Raceway products to the non-residential construction and MR&R markets and MP&S products and solutions to the commercial and industrial markets. Net sales includes gross product sales and freight billed to our customers, net of allowances for rebates, sales incentives, trade promotions, product returns and discounts.

Adjusted net sales

For further discussion on Adjusted net sales, including definitions thereof and reconciliations of net sales to Adjusted net sales, see Item 6, ''Selected Financial Data''.

Cost of sales

Cost of sales includes all costs directly related to the production of goods for sale. These costs include direct material, direct labor, production related overheads, excess and obsolescence costs, lower-of-cost-or-market provisions, freight and distribution costs and the depreciation and amortization of assets directly used in the production of goods for sale.

Selling, general and administrative expenses

Selling, general and administrative costs includes payroll related expenses including salaries, wages, employee benefits, payroll taxes, variable cash compensation for both administrative and selling personnel and consulting and professional services fees and other costs incurred in becoming a public company. Also included are compensation expense for share-based awards, restructuring-related charges, third-party professional services and translation gains or losses for foreign currency trade transactions.

Adjusted EBITDA and Adjusted EBITDA Margin

For further discussion on Adjusted EBITDA and Adjusted EBITDA Margin, including definitions thereof and reconciliations of net income (loss) to Adjusted EBITDA, see Item 6, ''Selected Financial Data''.


37



Results of Operations
    
Fiscal 2017 Compared to Fiscal 2016

The results of operations for the fiscal years ended September 30, 2017 and September 30, 2016 were as follows:
 
Fiscal year ended
 
 
 
($ in thousands)
September 30, 2017
 
September 30, 2016
 
Change ($)
 
Change (%)
Net sales
$
1,503,934

 
$
1,523,384

 
$
(19,450
)
 
(1.3
)%
Cost of sales
1,141,302

 
1,154,702

 
(13,400
)
 
(1.2
)
Gross profit
362,632

 
368,682

 
(6,050
)
 
(1.6
)
Selling, general and administrative
182,768

 
219,397

 
(36,629
)
 
(16.7
)
Intangible asset amortization
22,407

 
22,238

 
169

 
0.8

Asset impairment charges

 
129

 
(129
)
 
(100.0
)
Operating income
157,457

 
126,918

 
30,539

 
24.1

Interest expense, net
26,598

 
41,798

 
(15,200
)
 
(36.4
)
Loss (gain) on extinguishment of debt
9,805

 
(1,661
)
 
11,466

 
*

Other income, net
(5,071
)
 

 
(5,071
)
 
*

Income before income taxes
126,125

 
86,781

 
39,344

 
45.3

Income tax expense
41,486

 
27,985

 
13,501

 
48.2

Net income
$
84,639

 
$
58,796

 
$
25,843

 
44.0

Non-GAAP financial data
 
 
 
 


 
 
Adjusted net sales
$
1,503,934

 
$
1,515,568

 
$
(11,634
)
 
(0.8
)
Adjusted EBITDA
$
227,608

 
$
235,002

 
$
(7,394
)
 
(3.1
)
Adjusted EBITDA Margin
15.1
%
 
15.5
%
 
 
 
 
* Not meaningful
 
 
 
 
 
 
 

Net sales
 
 
Change (%)
Volume
 
(4.5
)%
Average selling prices
 
5.8

Foreign exchange
 
(0.4
)
Acquisitions
 
0.4

Working days
 
(2.0
)
Impact of Fence and Sprinkler exit
 
(0.5
)
Other
 
(0.1
)
Net sales
 
(1.3
)%

Net sales decreased $19.5 million, or 1.3% to $1,503.9 million for fiscal 2017 compared to $1,523.4 million for fiscal 2016. The decrease was primarily due to $68.0 million of lower volume of product sold primarily due to lower demand for mechanical pipe products within the solar end-market and lower demand for metal electrical conduit and fittings products. Additionally, there was a decrease of $29.3 million resulting from lower working days during fiscal 2017. There was a decline in sales of $7.8 million related to the Fence and Sprinkler exit announced in the fourth quarter of fiscal 2015. These product lines were fully discontinued in the first quarter of fiscal 2016. Partially offsetting the decrease in net sales were $86.5 million of higher average net selling prices due to the pass-through impact of higher input costs and $6.6 million resulting from the acquisitions of Marco Cable Management and Flexicon Limited during the third and fourth quarter of fiscal 2017, respectively.


38



Cost of sales
 
 
Change (%)
Volume
 
(4.3
)%
Average input costs
 
6.6

Foreign exchange
 
(0.4
)
Acquisitions
 
0.4

Working days
 
(2.0
)
Impact of Fence and Sprinkler exit
 
(0.5
)
Other
 
(1.0
)
Cost of sales
 
(1.2
)

Cost of sales decreased by $13.4 million, or 1.2% to $1,141.3 million for fiscal 2017 compared to $1,154.7 million for fiscal 2016. The decrease in cost of sales was primarily due to $47.8 million of lower volume of mechanical pipe products sold within the solar end-market and metal electrical conduit and fittings products sold. Additionally, cost of sales decreased $22.8 million due to lower working days during fiscal 2017 and $11.0 million of lower freight and warehouse costs resulting from productivity efficiencies included in the Other category above. Partially offsetting these decreases were higher input costs across all product categories of $73.8 million, including lower-of-cost-or-market charges.

Selling, general and administrative

Selling, general and administrative expenses decreased $36.6 million, or 16.7% to $182.8 million for fiscal 2017 compared to $219.4 million for fiscal 2016. The decrease was primarily due to $15.4 million of higher consulting service and termination fees paid to CD&R during fiscal 2016. See Note 18, ''Related Party Transactions'' for additional information. The Company had $10.2 million of lower incentive-based compensation expense during fiscal 2017. Stock-based compensation expense was $8.3 million lower during fiscal 2017 compared to fiscal 2016 resulting from a change from liability accounting to equity accounting. See Note 4, ''Stock Incentive Plan'' to the accompanying consolidated financial statements included elsewhere in this Annual Report. In 2016, we released $6.7 million of indemnified uncertain tax positions. The indemnification release was an expense which was offset by the tax benefit of the release of the corresponding uncertain tax positions recorded as a component of income tax expense. Additionally, we recorded decreased expenses of $3.5 million across a variety of expense categories, inclusive of IPO related costs. The decrease is partially offset by an increase of $7.5 million in contingent liabilities related to a ruling on the Company's imports of conduit fittings within the Atkore Steel Components Inc. business. See Note 16, ''Commitments and Contingencies'' to the accompanying consolidated financial statements included elsewhere in this Annual Report.

Intangible asset amortization

Intangible asset amortization expenses increased $0.2 million, or 0.8% to $22.4 million for fiscal 2017 compared to $22.2 million for fiscal 2016 primarily related to the acquisition of Marco Cable Management during the third fiscal quarter of 2017.

Asset impairment charges
    
During fiscal 2016, we recorded asset impairments of $0.1 million related to the write-down of prepaid shop supplies resulting from the exit of Fence and Sprinkler. There were no such asset impairment charges during fiscal 2017.


39



Interest expense, net
    
Interest expense, net, decreased $15.2 million, or 36.4% to $26.6 million for fiscal 2017, compared to $41.8 million for fiscal 2016. The decrease resulted primarily from the redemption of the Second Lien Term Loan Facility during the first quarter of fiscal 2017, resulting in lower interest expense, partially offset by higher interest rates. See Note 14, ''Debt'' to the accompanying consolidated financial statements included elsewhere in this Annual Report.

Loss (gain) on extinguishment of debt

We recorded a loss on the extinguishment of debt of $9.8 million during fiscal year ended September 30, 2017 related to the December 22, 2016 debt refinancing transactions compared to a gain of $1.7 million during fiscal 2016 related to the redemption of $19.0 million outstanding under the Second Lien Term Loan Facility. See Note 14, ''Debt'' to the accompanying consolidated financial statements included elsewhere in this Annual Report.

Other income, net

In May 2012, we entered into a share purchase agreement pursuant to which the Company would sell its minority ownership share in Abahsain-Cope Saudi Arabia Ltd. for cash consideration of $9.1 million. The total carrying value of the investment was $3.3 million. During fiscal 2017, we recognized a pre-tax gain of $5.8 million on the sale when transfer of ownership was completed. See Note 11, ''Assets Held for Sale'' to the accompanying consolidated financial statements included elsewhere in this Annual Report.

Income tax expense
    
Income tax expense increased $13.5 million to $41.5 million for fiscal 2017, compared to $28.0 million for fiscal 2016. For the fiscal years ended September 30, 2017 and September 30, 2016, the Company's effective income tax rate was 32.9% and 32.3% respectively. The change in the effective tax rate for fiscal year 2017 from fiscal year 2016 was primarily due to the larger tax benefit of the indemnification of uncertain tax positions released in the prior year, partially offset by the excess tax benefit associated with the exercise of stock options, which is reflected as a reduction in tax expense and a lower effective state tax rate.

Net income

Net income increased by $25.8 million to $84.6 million for fiscal 2017 compared to $58.8 million for fiscal 2016. The increase was primarily due to lower selling, general and administrative expenses of $36.6 million and interest expense of $15.2 million, partially offset by a net loss on extinguishment of debt of $9.8 million and higher income tax expense of $13.5 million.

Adjusted EBITDA

Adjusted EBITDA decreased by $7.4 million, or 3.1% to $227.6 million for fiscal 2017 compared to $235.0 million for fiscal 2016. The increase was due primarily to lower volume of products sold across all product categories partially offset by improved productivity.
 
Segment results
        
Electrical Raceway
 
 
Fiscal year ended
 
 
 
($ in thousands)
 
September 30, 2017
 
September 30, 2016
 
Change ($)
 
Change (%)
Net sales
 
$
1,094,783

 
$
1,068,630

 
$
26,153

 
2.4
%
Adjusted EBITDA
 
189,351

 
181,939

 
7,412

 
4.1
%
Adjusted EBITDA Margin
 
17.3
%
 
17.0
%
 
 
 
 


40



Net sales
 
 
Change (%)
Volume
 
(2.2
)%
Average selling prices
 
6.5

Foreign exchange
 
(0.5
)
Acquisitions
 
0.6

Working days
 
(1.9
)
Other
 
(0.1
)
Net sales
 
2.4
 %
    
Net sales increased $26.2 million, or 2.4%, to $1,094.8 million for fiscal 2017 compared to $1,068.6 million for fiscal 2016. The increase was due primarily to higher average selling prices of $70.3 million resulting from the pass-through impact of higher input costs and our ability to earn a premium from meeting customer expectations of product availability, delivery service levels and co-loading capabilities. Additionally, sales from the acquisition of Marco and Flexicon during 2017 contributed $6.6 million. The increase in sales was partially offset by lower volume of products sold of $24.1 million largely due to lower demand across all product lines. Metal electrical conduit and fittings product line sales partially decreased as a key customer began fulfilling a portion of their demand from a second source beginning in fiscal 2016. Lastly, sales decreased $20.2 million due to lower working days during fiscal 2017.

Adjusted EBITDA

Adjusted EBITDA increased $7.4 million, or 4.1%, to $189.4 million for fiscal 2017 compared to $181.9 million for fiscal 2016. The primary driver of the year-over-year increase was due to our ability to execute our pricing strategy which allows us to pass through raw material input costs and to earn a premium from meeting customer expectations of product availability, delivery service levels and co-loading capabilities. Additionally, Adjusted EBITDA increased due to improved productivity in manufacturing and lower freight and warehousing costs. The increases are partially offset by the impact of fewer working days during fiscal 2017.

Mechanical Products & Solutions
 
 
Fiscal year ended
 
 
 
($ in thousands)
 
September 30, 2017
 
September 30, 2016
 
Change ($)
 
Change (%)
Net sales
 
$
410,532

 
$
456,821

 
$
(46,289
)
 
(10.1
)%
Impact of Fence and Sprinkler exit
 

 
(7,816
)
 
7,816

 
(100.0
)%
Adjusted net sales
 
$
410,532

 
$
449,005

 
$
(38,473
)
 
(8.6
)%
Adjusted EBITDA
 
$
63,687

 
$
81,199

 
$
(17,512
)
 
(21.6
)%
Adjusted EBITDA Margin
 
15.5
%
 
18.1
%
 
 
 
 


41



Net sales
 
 
Change (%)
Volume
 
(29.7
)%
Average selling prices
 
11.0

Working days
 
(6.2
)
Impact of Fence and Sprinkler exit
 
(5.3
)
Other
 
(1.1
)
Net sales
 
(10.1
)%

Net sales decreased $46.3 million, or 10.1% to $410.5 million for fiscal 2017 compared to $456.8 million for fiscal 2016. The decrease in net sales was primarily due to $43.9 million of lower volume of product sold mostly due to lower demand for mechanical pipe products within the solar end-market and $9.2 million resulting from fewer working days during fiscal 2017. Additionally, sales decreased $7.8 million related to the Fence and Sprinkler exit partially offset by a $16.2 million increase in average selling prices resulting from the pass-through impact of higher input costs and our ability to earn a premium from meeting customer expectations of product availability, delivery service levels and co-loading capabilities..

Adjusted EBITDA

Adjusted EBITDA decreased $17.5 million, or 21.6%, to $63.7 million for fiscal 2017 compared to $81.2 million for fiscal 2016. The primary driver of the decrease was lower demand for mechanical pipe products within the solar end-market, partially offset by productivity efficiencies.

Fiscal 2016 Compared to Fiscal 2015

The results of operations for the fiscal years ended September 30, 2016 and September 25, 2015 were as follows:
 
 
Fiscal year ended
 
 
 
($ in thousands)
 
September 30, 2016
 
September 25, 2015
 
Change ($)
 
Change (%)
Net sales
 
$
1,523,384

 
$
1,729,168

 
$
(205,784
)
 
(11.9
)%
Cost of sales
 
1,154,702

 
1,456,375

 
(301,673
)
 
(20.7
)
Gross profit
 
368,682

 
272,793

 
95,889

 
35.2

Selling, general and administrative
 
219,397

 
185,815

 
33,582

 
18.1

Intangible asset amortization
 
22,238

 
22,103

 
135

 
0.6

Asset impairment charges
 
129

 
27,937

 
(27,808
)
 
(99.5
)
Operating income
 
126,918

 
36,938

 
89,980

 
*

Interest expense, net
 
41,798

 
44,809

 
(3,011
)
 
(6.7
)
Gain on extinguishment of debt
 
(1,661
)
 

 
(1,661
)
 
*

Income (loss) before income taxes
 
86,781

 
(7,871
)
 
94,652

 
*

Income tax expense (benefit)
 
27,985

 
(2,916
)
 
30,901

 
*

Net income (loss)
 
$
58,796

 
$
(4,955
)
 
$
63,751

 
*

Non-GAAP financial data
 
 
 
 
 
 
 
 
Adjusted net sales
 
$
1,515,568

 
$
1,550,575

 
$
(35,007
)
 
(2.3
)
Adjusted EBITDA
 
$
235,002

 
$
163,950

 
$
71,052

 
43.3

Adjusted EBITDA Margin
 
15.5
%
 
10.6
%
 
 
 
 
* Not meaningful
 
 
 
 
 
 
 
 

42




Net sales     
 
 
Change (%)
Volume
 
(1.7
)%
Average selling prices
 
(1.3
)
Foreign exchange
 
0.2

Acquisitions
 
(0.5
)
Working days
 
(9.9
)
Impact of Fence and Sprinkler exit
 
1.7

Other
 
(0.3
)
Net sales
 
(11.9
)%

Net sales decreased $205.8 million, or 11.9% to $1,523.4 million for fiscal 2016 compared to $1,729.2 million for fiscal 2015. The decrease was primarily due to declines in net sales of $170.8 million related to the Fence and Sprinkler exit announced in the fourth quarter of fiscal 2015. Sales further decreased $29.5 million due to the pass-through impact of lower input costs and $23.0 million due to a decrease in the volume sold of mechanical pipe products and armored cable fittings due to a decline in various end markets that utilize these products. Partially offsetting these decreases was a $29.3 million increase in sales resulting from additional working days during fiscal 2016.

Cost of sales
 
 
Change (%)
Volume
 
(7.9
)%
Average input costs
 
(1.2
)
Foreign exchange
 
0.2

Acquisitions
 
(0.5
)
Working days
 
(11.5
)
Impact of Fence and Sprinkler exit
 
1.6

Other
 
(1.3
)
Cost of sales
 
(20.6
)%
    
Cost of sales decreased by $301.7 million, or 20.7% to $1,154.7 million for fiscal 2016 compared to $1,456.4 million for fiscal 2015. The decrease was primarily due to lower costs resulting from the Fence and Sprinkler exit of $167.6 million. Additionally, lower material costs across all of our existing product categories and improved manufacturing productivity resulted in lower cost of sales of $115.5 million. Cost of sales also decreased $18.1 million due to a decrease in the volume sold of mechanical pipe products and armored cable fittings due to a decline in various end markets that utilize these products. Freight and warehouse costs decreased $13.3 million due to continuous improvement processes in the use of alternate modes and methods of transportation which provided cost savings, as well as lower overall fuel surcharges. The decrease in cost of sales was partially offset by increased costs of $22.8 million resulting from additional working days during fiscal 2016.

Selling, general and administrative
    
Selling, general and administrative expenses increased $33.6 million, or 18.1% to $219.4 million for fiscal 2016 compared to $185.8 million for fiscal 2015. The increase was primarily due to the payment of a fee to CD&R of $12.8 million to terminate our consulting agreement with CD&R in connection with our IPO during the third quarter of 2016. We recorded incremental stock-based compensation expense of $7.6 million to revalue our outstanding stock option awards. The adjustment represents mark-to-market adjustments for our stock-based awards which were accounted for as liability awards and straight-line expense over the vesting period for our stock-based awards accounted for as equity awards. The Company modified the Omnibus Incentive Plan on July 27, 2016, triggering a change from liability accounting to equity accounting for all outstanding stock options which no longer requires mark-to-market adjustments. We also recorded increased expenses of $8.7 million of transaction costs, the majority of which were in connection with our IPO and primarily consisted of accounting, legal and other
professional fees. Lastly, we recorded increased expenses of $4.5 million across a variety of expense categories.


43



Intangible asset amortization

Intangible asset amortization expenses increased $0.1 million, or 0.6% to $22.2 million for fiscal 2016 compared to $22.1 million for fiscal 2015. The increase was due to a full year of amortization arising from intangible assets acquired in connection with the purchases of APPI and SCI in fiscal 2015.

Asset impairment charges

In fiscal 2015, we announced the exit from Fence and Sprinkler and the planned closure of the Philadelphia, Pennsylvania manufacturing facility. As such, we recorded asset impairments of $24.0 million related to long-lived assets and prepaid shop supplies written- down to their fair value. Additionally, we recorded a $3.9 million impairment to goodwill within the Electrical Raceway reportable segment related to our SCI acquisition. The impairment was triggered by a decline in net sales and earnings due to a shift in the mix of products sold to a key customer, which was not expected to be replaced.

During fiscal 2016, we recorded asset impairments of $0.1 million related to the write-down of prepaid shop supplies resulting from the exit of Fence and Sprinkler.

Interest expense, net

Interest expense, net, decreased $3.0 million, or 6.7% to $41.8 million for fiscal 2016, compared to $44.8 million for fiscal 2015. These decreases were due primarily to higher interest expense of $1.9 million from borrowings against the Prior ABL Credit Facility and higher principal balances related to the Prior Second Lien Term Loan Facility in fiscal 2015. There were no amounts outstanding under the Prior ABL Credit Facility during fiscal 2016. Additionally, we redeemed $19.0 million of the Prior Second Lien Term Loan Facility on January 22, 2016, which helped to lower interest expense. See Note 14, ''Debt'' to the accompanying consolidated financial statements included elsewhere in this Annual Report.

Gain on extinguishment of debt

On January 22, 2016, AII redeemed $17.0 million outstanding under the Prior Second Lien Term Loan Facility at a redemption price of 89.00% of the par value, and $2.0 million at a redemption price of 89.75% of the par value. We recorded a gain on the extinguishment of debt of $1.7 million during fiscal 2016. There were no gains or losses recorded during September 25, 2015. See Note 14, ''Debt'' to the accompanying consolidated financial statements included elsewhere in this Annual Report.

Income tax expense (benefit)

Income tax expense increased $30.9 million to $28.0 million for fiscal 2016, compared to a benefit of $2.9 million. For the fiscal years ended September 30, 2016, and September 25, 2015 the Company's effective income tax rate was 32.2% and 37.0% respectively. The decrease in the effective tax rate for fiscal 2016 was primarily due to the release of indemnified uncertain tax positions, the tax benefit for the U.S domestic manufacturing deduction and the tax benefit for research and development credits.

Net income (loss)

Net income increased by $63.8 million to $58.8 million for fiscal 2016 compared to a loss of $5.0 million for fiscal 2015 The increase was due to higher operating income before taxes of $90.0 million, lower interest expense of $3.0 million and a gain on extinguishment of debt of $1.7 million offset partially by an increase in income tax expense of $30.9 million.

Adjusted EBITDA

Adjusted EBITDA increased by $71.1 million, or 43.3% to $235.0 million for fiscal 2016 compared to $164.0 million for fiscal 2015. The increase was due primarily to lower average raw material input costs which decreased approximately 13% for fiscal 2016 compared to the same periods in the prior year. Our strategic pricing initiatives allow us to pass through raw material input costs and to earn a premium from meeting customer expectations of product availability, delivery service levels and co-loading capabilities. Additionally, Adjusted EBITDA increased due to improved productivity in manufacturing and lower freight and warehouse costs. Lastly, Adjusted EBITDA increased due to extra working days during fiscal 2016.


44



Segment results
        
Electrical Raceway
 
 
Fiscal year ended
 
 
 
($ in thousands)
 
September 30, 2016
 
September 25, 2015
 
Change ($)
 
Change (%)
Net sales
 
$
1,068,630

 
$
1,080,276

 
$
(11,646
)
 
(1.1
)%
Adjusted EBITDA
 
181,939

 
112,544

 
69,395

 
61.7
 %
Adjusted EBITDA Margin
 
17.0
%
 
10.4
%
 
 
 
 

Net sales
 
 
Change (%)
Average selling prices
 
(1.9
)%
Acquisitions
 
0.3

FX
 
(1.4
)
Working days
 
1.9

Other
 
0.1

Net sales
 
(1.1
)%
    
Net sales decreased $11.6 million, or 1.1%, to $1,068.6 million for fiscal 2016 compared to $1,080.3 million for fiscal 2015. The decrease was due primarily to lower average selling prices of $20.0 million and $15.3 million due to negative foreign currency translation impact due to a strengthened U.S. dollar. The decrease in sales is partially offset by an increase of $20.2 million resulting from additional working days during fiscal 2016 and $3.2 million of increase sales from our APPI and SCI businesses which were acquired during the first quarter of fiscal 2015.

Adjusted EBITDA

Adjusted EBITDA increased $69.4 million, or 61.7%, to $181.9 million for fiscal 2016 compared to $112.5 million for fiscal 2015. The primary driver of the year-over-year increase was due to our ability to execute our strategic pricing strategy which saw our average input material costs declining more than our change in average selling prices. Our strategic pricing initiatives allow us to pass through raw material input costs and to earn a premium from meeting customer expectations of product availability, delivery service levels and co-loading capabilities. Additionally, Adjusted EBITDA increased due to improved productivity in manufacturing and lower freight and warehousing costs. Lastly, Adjusted EBITDA increased due to additional working days during fiscal 2016.

Mechanical Products & Solutions
 
 
Fiscal year ended
 
 
 
($ in thousands)
 
September 30, 2016
 
September 25, 2015
 
Change ($)
 
Change (%)
Net sales
 
$
456,821

 
$
650,217

 
$
(193,396
)
 
(29.7
)%
Impact of Fence and Sprinkler exit
 
(7,816
)
 
(178,593
)
 
170,777

 
(95.6
)%
Adjusted net sales
 
$
449,005

 
$
471,624

 
$
(22,619
)
 
(4.8
)%
Adjusted EBITDA
 
$
81,199

 
$
73,737

 
$
7,462

 
10.1
 %
Adjusted EBITDA Margin
 
18.1
%
 
15.6
%
 
 
 
 

45




Net sales    
 
 
Change (%)
Average selling prices
 
(1.5
)%
Volume
 
(3.5
)
FX
 
0.9

Impact of Fence and Sprinkler exit
 
(26.2
)
Working days
 
1.4

Other
 
(0.9
)
Net sales
 
(29.7
)%

Net sales decreased $193.4 million, or 29.7% to $456.8 million for fiscal 2016 compared to $650.2 million for fiscal 2015. The decrease was primarily due to declines in sales of $170.8 million related to the Fence and Sprinkler exit. Net sales further declined $22.8 million due to lower volume resulting from lower demand for mechanical pipe products impacting certain end markets, partially offset by increased sales of $9.2 million resulting from additional working days during fiscal 2016.

Adjusted EBITDA

Adjusted EBITDA increased $7.5 million, or 10.1%, to $81.2 million for fiscal 2016 compared to $73.7 million for fiscal 2015. The primary driver of the year-over-year increase was due to improved productivity in manufacturing and lower freight and warehousing costs. Additionally, we were able to maintain an average selling price which decreased less than the decrease in raw material input costs due to our ability to execute our strategic pricing strategy. Our strategic pricing initiatives allow us to pass through raw material input costs and to earn a premium from meeting customer expectations of product availability, delivery service levels and co-loading capabilities. Lastly, Adjusted EBITDA increased due to additional working days during fiscal 2016.

Liquidity and Capital Resources

We believe we have sufficient liquidity to support our ongoing operations and to invest in future growth and create value for stockholders. Our cash and cash equivalents were $45.7 million as of September 30, 2017, of which $40.9 million was held at non-U.S. subsidiaries. Those cash balances at foreign subsidiaries may be subject to United States or local country taxes if the Company's intention to permanently reinvest such income were to change and cash was repatriated to the United States. Our cash and cash equivalents decreased $154.6 million from September 30, 2016, primarily as a result of acquisitions completed during fiscal 2017.

In general, we require cash to fund working capital, acquisitions, capital expenditures, debt repayment, interest payments, taxes and share repurchases. We have access to the ABL Credit Facility to fund operational needs. As of September 30, 2017, there were $85.0 million of borrowings under the ABL Credit Facility used to partially fund the acquisition of Calpipe (excluding $8.6 million of letters of credit issued under the ABL Credit Facility). The borrowing base was estimated to be $266.6 million and approximately $173.0 million was available under the ABL Credit Facility as of September 30, 2017.

We may from time to time repurchase our debt or take other steps to reduce our debt. These actions may include open-market repurchases, negotiated repurchases or opportunistic refinancing of debt. The amount of debt, if any, that may be repurchased or refinanced will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants and other considerations. Our affiliates may also purchase our debt from time to time, through open-market purchases or other transactions. See Note 14, ''Debt'' to the accompanying consolidated financial statements included elsewhere in this Annual Report.